010306 RESO Approving AA Mutual Release-Jt Exrow Inst Vinci Invest_

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buildings on the Erickson Property (including, if necessary, costs to abate asbestos - containing materials in said buildings) by Vinci (the "Extraordinary Expenses "). WHEREAS, the Agency and Vinci (erroneously referred to as Vinci Investments, Inc.) entered into an Agreement for Acquisition of Leasehold Interest, Alcohol Beverage Control Permit and Intangible Interest in Certain Real Property dated March 15, 2004 (the "Agency/Vinci Purchase Agreement ") for the purchase by the Agency of the entire Mr. J's Business, including Vinci's interest in the Erickson Lease (the "Erickson Leasehold "), the ABC license, and all other tangible and intangible interests related to the Mr. J's Business immediately after Vinci acquired these interests from the Joher Sellers. WHEREAS, the Joher Sellers breached their agreement to sell the Mr. J's Assets to Vinci, and Vinci initiated and prosecuted litigation against the Joher Sellers to compel performance of the Joher Sellers' contractual obligations to Vinci under the Joher /Vinci Purchase Agreement (the "Joker Litigation "). WHEREAS, the Agency terminated the Agency /Vinci Purchase Agreement on August 19, 2005. WHEREAS, Vinci disagrees that the Agency properly terminated the AgencyNinci Purchase Agreement. WHEREAS, Vinci has now settled the Joher Litigation and acquired the Mr. J's Assets (including the Mr. J's Business, all goodwill of Mr. J's and any actual or potential claims for relocation benefits by the owners of the Mr. J's Business pursuant to the California Relocation Assistance Law) from the Joher Sellers, debtor and debtor -in- possession in Case No. SA 05- 14249 -RA and James J. Joseph, Chapter 11 Trustee ( "Trustee ") of the Bankruptcy Estate of Mohammed Hussain Joher and Saher Joher, Case No. SA 0511201 -RA (the " Joher Transferees "). WHEREAS, the Agency and Vinci disagree as to the binding effect of the Tenn Sheet, insofar as the Agency contends that the Tenn Sheet is merely a non- binding letter of intent. Vinci contends that the Term Sheet, when coupled with the Agency /Vinci Purchase Agreement, is a binding and legally enforceable contract which requires, among other things, that the Agency execute a DDA and reimburse Vinci for its Extraordinary Expenses. WHEREAS, the Agency and Vinci desire to resolve their differences and commence non - binding negotiations for a DDA for the future development of the Erickson Property located at 2101 and 2051 E. Edinger Avenue, Santa Ana, California, and the CRA's property (the "CRA Property ") adjacent thereto (APN #402 - 101 -43). In connection therewith, the Agency is willing to purchase certain of the Mr. J's Assets (as more particularly described below as the "Vinci Property "); Vinci is willing to integrate the Leased Premises into the Honda Dealership and make substantial improvements (as more particularly described below) to the Leased Premises (the "Vinci Improvements "); the Agency is willing to contribute Three Hundred Sixty -Seven Thousand Dollars ($367,000) to Vinci to partially offset the costs of the Vinci Improvements; the Agency is willing to pay to Vinci Three Hundred Eighty -Five Thousand One Hundred Three Dollars ($385,103) (subject to adjustments) as an advance against the Erickson Lease Subsidy); -2- 600090435v6 8 -116