6
TERMINATION OF SUBLEASE AGREEMENT
This Termination of Sublease Agreement (this "Agreement") is made as of
May 22, 2002, among Sunborne XII, LLC, Caleb Development, LLC, Woodmen Joint
Venture, LLP (such entities, collectively, the "Master Landlord"), Circuit
Technology Corporation, a Utah corporation ("Sublessor"), its successor in
interest CirTran Corporation, a Nevada Corporation ("Successor"), and Parkway
Products, Inc., an Ohio Corporation ("Sublessee").
RECITALS
a. Sublessor and Sublessee entered into a certain Sublease (the
"Sublease") dated as of December 4, 1998 pursuant to which Sublessee subleased
from Sublessor approximately 17,327 rentable square feet of space (the
"Subleased Premises") in the building located at 0000-0000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000, as more particularly described in the
Sublease.
b. Master Landlord is the current fee owner of the building in which
the Subleased Premises are located.
c. The Parties wish to terminate the Sublease so that the Sublessor and
Sublessee can each be released and discharged from all of their respective
obligations and liabilities thereunder.
d. This Agreement is attached as Exhibit A to the Settlement Agreement
between the Parties and expressly incorporates the Settlement Agreement and is
incorporated into the Settlement Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the Parties hereto agree as follows:
1. Recitals. The Parties acknowledge and agree that the Recitals above
are true and correct.
2. Termination of Sublease. Effective as of the date of this Agreement,
the Sublease is and shall be fully and finally surrendered and terminated.
3. Release of Liability. Conditioned upon payment by Sublessee to
Master Landlord of the amount specified in Section 4 below, each of Master
Landlord, Sublessor, Successor, and Sublessee hereby fully, finally and
unconditionally releases and discharges each other Party from all of its
respective obligations and liabilities arising out of or connected with the
Sublease. This Agreement fully and finally settles all demands, charges, claims,
accounts, or 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 Sublease, and it constitutes a mutual, complete and final release with
respect to the Sublease. This Agreement shall not operate to release Sublessor
from its obligations to Master Landlord pursuant to that Settlement Agreement
dated as of January 25, 2002, nor to release a Party from indemnity claims
asserted by any other Party as a result of or in connection with claims brought
by third parties for personal injury or property damage alleged to have been
sustained in connection with the Subleased Premises and prior to the termination
of the Sublease.
4. Consideration by Sublessee. As consideration for Master Landlord's,
Sublessor's and Successor's entering into this Agreement and the Settlement
Agreement to which this Termination of Sublease Agreement is attached as Exhibit
A, within three (3) business days after the Effective Date of this Agreement,
Sublessee shall pay to Master Landlord $152,500.00 in immediately available
funds in accordance with such payment instructions as Sunborne XII, LLC may
deliver to Sublessee.
5. Surrender of the Subleased Premises. Master Landlord, Sublessor, and
Successor acknowledge that Sublessee has previously surrendered possession of
the Subleased Premises to Sublessor.
6. Miscellaneous.
a. Voluntary Agreement. Each Party has read this Agreement and the
mutual releases contained in it, and on advice of counsel has freely and
voluntarily entered into this Agreement.
b. Attorneys' Fees. If a Party commences an action against another
Party arising out of or in connection with this Agreement, the prevailing Party
shall be entitled to recover from the losing Party reasonable attorneys' fees
and costs of suit.
c. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the Parties and their respective heirs, executors,
successors and assigns.
d. Reformation. If any provision in this Agreement is found by a
court of law to be in violation of any applicable local, state or federal
ordinance, statute, law, administrative or judicial decision, or public policy,
and if such court should declare such provision or provisions of this Agreement
to be illegal, invalid, unlawful, void or unenforceable as written, then (i)
such provision or provisions shall be construed by such court to give such
provision or provisions force and effect to the fullest possible extent that it
or they would be legal, valid and enforceable, (ii) the remainder of this
Agreement shall be construed as if such illegal, invalid, unlawful, void or
unenforceable provision or provisions had been written in a manner that would
make the same legal, valid, and enforceable, and (iii) the rights, obligations
and interests of the Parties under the remainder of this Agreement shall
continue in full force and effect.
e. Applicable Law. This Agreement shall be interpreted, construed,
and enforced according to the laws of the State of Colorado.
f. Integration; No Oral Modifications. This Agreement and the
Settlement Agreement to which this Termination of Sublease Agreement is attached
as Exhibit A, contain the entire Agreement between the Parties and neither this
Agreement, nor any provisions hereof, may be changed, waived, discharged, or
terminated orally, but only by an instrument in writing signed by the Party
against whom enforcement of the change, waiver, discharge, or termination is
sought.
g. Authority. Each individual executing this Sublease on behalf of
Master Landlord, Sublessor, Successor and Sublessee, respectively, represents
and warrants that he is duly authorized to deliver this Agreement on behalf of
Master Landlord, Sublessor, Successor or Sublessee, whichever the case may be,
and that this Agreement is binding upon that Party in accordance with its terms.
h. Counterparts. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one and the same
instrument, and any of the Parties or signatories hereto may execute this
Agreement by signing any such counterpart.
i. Effective Date. This Agreement shall become effective on the
date the last of the Parties listed below signs this Agreement and the
Settlement Agreement to which this Termination of Sublease Agreement is attached
as Exhibit A.
j. Further Assurances. Each Party hereto agrees to execute and
deliver any and all such further documents, agreements and instruments, and take
such further actions, that any other Party may reasonably request in order to
effectuate the purposes contemplated by this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement effective as of the day and year first above written.
Signed and acknowledged
in the presence of: MASTER LANDLORD:
SUNBORNE XII, LLC
_________________________________ By:_________________________________
Printed Name:______________________ Printed Name:_______________________
Title:______________________________
----------------------------------
Printed Name:______________________
CALEB DEVELOPMENT, LLC
_________________________________ By:_________________________________
Printed Name:______________________ Printed Name:_______________________
Title:______________________________
----------------------------------
Printed Name:______________________
WOODMEN JOINT VENTURE, LLP
_________________________________ By:_________________________________
Printed Name:______________________ Printed Name:_______________________
_
Title:______________________________
----------------------------------
Printed Name:______________________
SUBLESSOR:
Signed and acknowledged
in the presence of: CIRCUIT TECHNOLOGY
CORPORATION
_________________________________ By:_________________________________
Printed Name:______________________ Printed Name:_______________________
Title:______________________________
----------------------------------
Printed Name:______________________
SUCCESSOR:
Signed and acknowledged
in the presence of: CIRTRAN CORPORATION
_________________________________ By:_________________________________
Printed Name:______________________ Printed Name:_______________________
Title:______________________________
----------------------------------
Printed Name:______________________
SUBLESSEE:
Signed and acknowledged
in the presence of: PARKWAY PRODUCTS, INC.
_________________________________ By:_________________________________
Printed Name:______________________ Printed Name:_______________________
Title:______________________________
----------------------------------
Printed Name:______________________
STATE OF ____________________)
) SS:
COUNTY OF __________________)
The foregoing instrument was acknowledged before me this ____ day
of ___________, 2002, by _______________________, the ________________________
of SUNBORNE XII, LLC, a _______________________, on behalf of such
______________.
--------------------------------------
Notary Public
Commission Expires:_____________________
STATE OF ____________________)
) SS:
COUNTY OF __________________)
The foregoing instrument was acknowledged before me this ____ day
of ___________, 2002, by _______________________, the ________________________
of CALEB DEVELOPMENT, LLC, a _______________________, on behalf of such
______________.
--------------------------------------
Notary Public
Commission Expires:_____________________
STATE OF ____________________)
) SS:
COUNTY OF __________________)
The foregoing instrument was acknowledged before me this ____ day
of ___________, 2002, by _______________________, the ________________________
of WOODMEN JOINT VENTURE, LLP, a _______________________, on behalf of such
______________.
--------------------------------------
Notary Public
Commission Expires:_____________________
STATE OF ____________________)
) SS:
COUNTY OF __________________)
The foregoing instrument was acknowledged before me this ____ day
of ___________, 2002, by _______________________, the ________________________
of CIRCUIT TECHNOLOGY CORPORATION, a corporation existing under the laws of
Utah, on behalf of such corporation.
--------------------------------------
Notary Public
Commission Expires:_____________________
STATE OF ____________________)
) SS:
COUNTY OF __________________)
The foregoing instrument was acknowledged before me this ____ day
of ___________, 2002, by _______________________, the ________________________
of CIRTRAN CORPORATION, a corporation existing under the laws of Nevada, on
behalf of such corporation.
--------------------------------------
Notary Public
Commission Expires:_____________________
STATE OF ____________________)
) SS:
COUNTY OF __________________)
The foregoing instrument was acknowledged before me this ____ day
of ___________, 2002, by _______________________, the ________________________
PARKWAY PRODUCTS, INC., a corporation existing under the laws of Ohio, on behalf
of the corporation.
--------------------------------------
Notary Public
Commission Expires:_____________________
