EXHIBIT 10.20
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT, dated as of June 30, 2005 is made between
Spotless Plastics (USA) Inc. (the "Company"), a Delaware corporation with an
office at 000 Xxxxx Xxxxxxx, Xxxxxxxx, Xxx Xxxx 00000, and Trade-Winds
Environmental Restoration Inc. ("XXXX"), a New York corporation with an office
at 000 Xxxxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxx Xxxx 00000 (each a Party and,
collectively the "Parties").
WITNESSETH:
WHEREAS, the Parties are parties to a Security Agreement, dated October 29,
1999, as amended, modified and/or supplemented;
WHEREAS, the Parties have entered into certain agreements, dated the date
hereof with Laurus Master Fund, Ltd., a Cayman Islands company; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
intending to be legally bound hereby, the Parties agree as follows:
Section 1. Termination of the Agreement.
Effective as of the date hereof, the Agreement shall be terminated in its
entirety and shall be of no further force or effect.
Section 2. Form UCC-3 Execution and Filing
The Company shall duly execute and file with the Secretary of State of New
York on the date hereof a termination statement on Form UCC-3 terminating all
security interests in all of the assets of XXXX.
Section 3. Further Assurances.
Each Party shall cooperate with, and take such action as may be reasonably
requested by, another Party in order to carry out the provisions and purposes of
this Termination Agreement, generally, and the transactions contemplated
hereunder.
Section 4. Miscellaneous.
(a) The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning of or interpretation of this
Agreement. This Agreement constitutes the entire agreement and supersedes all
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof. This Agreement may be executed in
several counterparts, each of which shall be deemed an original, and all of
which shall constitute one and the same instrument. This Agreement shall be
binding upon and inure to the benefit of the
successors and assigns of the parties hereto. The rights and obligations
contained in this Agreement are solely for the benefit of the parties hereto and
are not intended to benefit of or be enforceable by any other party, under the
third party beneficiary doctrine of or otherwise. This Termination Agreement may
not be modified or amended or any term or provision hereof waived or discharged,
except in writing signed by the party against whom such modification, waiver or
discharge is sought to be enforced.
(b) This Agreement shall be construed and the obligations of the parties
hereunder shall be determined in accordance with the laws of the State of New
York without reference to any conflicts of law provisions (except for N.Y. GEN.
OBLIG. LAW ss. 5-1401 and ss. 5-1402). Each party hereto irrevocably and
unconditionally consents to the jurisdiction of the courts of the United States
and of the state of New York located in the County and State of New York in any
action to enforce, interpret or construe any provision of this Agreement."
IN WITNESS WHEREOF, the Parties have executed this Termination Agreement as
of the date first set forth above.
TRADE-WINDS ENVIRONMENTAL RESTORATION INC.
By: /s/ Xxxxxxx X'Xxxxxx
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Name: Xxxxxxx X'Xxxxxx
Title: President
SPOTLESS PLASTICS (USA) INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx, Xx.
Title: Senior Vice President of Operations
