TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this
“Termination
Agreement”) is effective as of the 4th day of December, 2008, by and
between CS Financing Corporation, a Delaware corporation (“CSF”), Xxxxxxxxx
Financial, LLC, a Minnesota limited liability company (“Xxxxxxxxx”) and
Capital Solutions Monthly Income Fund, LP (“CSMIF”), f/k/a
Xxxxxxxxx Financial Monthly Income Fund, LP.
WHEREAS, CSF, Xxxxxxxxx and
CSMIF entered into that certain Subordination and Intercreditor Agreement, dated
as of May 7, 2007 (the “Subordination
Agreement”).
WHEREAS, CSF, Xxxxxxxxx and
CSMIF desire to terminate the Subordination Agreement and release each other
from all obligations, rights, responsibilities, and duties
thereunder.
NOW, THEREFORE, in
consideration of the mutual covenants and promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby agree as
follows:
1. Termination. Each
of CSF, Xxxxxxxxx and CSMIF hereby terminates the Subordination Agreement,
effective as of the date hereof, and hereby agrees that from and after the date
hereof, the Subordination Agreement shall be of no further force and effect and
none of the parties thereto shall have any further obligations, rights,
responsibilities or duties under such Subordination Agreement.
2. Release. Each
party hereby releases, remises and forever discharges the other parties from and
against any and all liabilities, obligations, losses, demands, costs or claims
which any of them have or ever have had, of every kind and nature, at law or in
equity, whether known or unknown, relating to or arising out of the
Subordination Agreement. Nothing in this Termination Agreement shall
release, remise or discharge any party from any liabilities,
obligations, losses, costs or claims to the extent not relating to or arising
out of the Subordination Agreement.
3. Entire
Agreement. This Termination Agreement contains the sole and
entire agreement among the parties with respect to the subject matter hereof,
and supersedes any and all prior agreements, understandings, negotiations and
discussions, whether oral or written, among the parties with respect to the
subject matter hereof.
4. Successors and
Assigns. This Termination Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and
assigns.
5. Governing
Law. This Termination Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota (without regard
to any applicable conflicts of law principles) applicable to agreements executed
and to be performed solely within such state.
6. Counterparts. This
Termination Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the
parties hereto have caused their duly authorized representatives to execute this
Termination Agreement as of the date first written above.
CS
FINANCING CORPORATION
By:
___/s/ Xxxxxxx
Bozora_______
Name: Xxxxxxx
Xxxxxx
Title: President
XXXXXXXXX
FINANCIAL, LLC
By:
__/s/ Xxxx
Gardner__________________
Name:
Xxxx Xxxxxxx
Title: Manager
CAPITAL
SOLUTIONS MONTHLY INCOME FUND, LP
By:
___/s/ Xxxx
Duckson____________________
Xxxx Xxxxxxx, Manager of CS Fund
General
Partner LLC, which is the general
partner of the
Capital Solutions Monthly Income
Fund
