TERMINATION AGREEMENT
This
Termination Agreement (“Termination Agreement”) is made and entered into to be
effective as of July 20, 2007, by and between Quest Group International,
Inc.(hereinafter “Quest”), and Xxxxxxx Dynasty, LC (hereinafter “Xxxxxxx”).
Quest and Xxxxxxx are hereinafter referred to as the “Parties.”
RECITALS
The
Parties entered into a Revolving Loan and Security Agreement, dated September
1,
2001 (the “Loan Agreement”);
The
Parties entered into an amendment to the Loan Agreement on February 1, 2002,
which, together with the Loan Agreement, is hereinafter referred to as the
“Xxxxxxx Agreements;” and
The
Parties desire to terminate the Xxxxxxx Agreements and cancel all promissory
notes issued in connection with the Xxxxxxx Agreements (the “Notes”) in
consideration for the payment described herein.
NOW,
THEREFORE,
in
consideration of the mutual covenants contained herein the Parties covenant
and
agree as follows:
1. Concurrent
with the execution and delivery of this Termination Agreement, Quest agrees
to
pay Xxxxxxx the sum of ONE HUNDRED EIGHTY-FOUR THOUSAND SIX HUNDRED THIRTY-ONE
DOLLARS ($184,631) (the “Termination Payment”), which shall be payment in full
of all principal amounts, all
accrued and unpaid interest, all “Override Bonus” as that term is defined in the
Loan Agreement, liquidated damages and other amounts which are due under the
Xxxxxxx Agreements and the Notes.
2. Quest
is
delivering the Notes to Xxxxxxx for cancellation, and hereby irrevocably
instructs Quest to cancel as “paid in full” the Notes immediately upon receipt.
Xxxxxxx agrees to cancel such Notes upon receipt, in consideration of the
Termination Payment, pursuant to Section 1 hereof. Quest and Xxxxxxx hereby
agree that the cancellation of the Notes shall for all purposes be deemed to
be
effective immediately.
3. Upon
receipt of the Termination Payment the Parties agree that the Xxxxxxx Agreements
shall be terminated immediately without any further action on the part of the
Parties.
4. Xxxxxxx
and each of its officers, directors, members, employees, agents and attorneys;
its predecessors, successors, assignors and assignees; its affiliates; and
all
persons and entities acting by, through, under, or in concert with them or
any
of them (collectively, the “Xxxxxxx Releasors”) do hereby release and forever
discharge Quest and its affiliates and their respective officers, directors,
employees, shareholders, agents and attorneys; their respective predecessors,
successors, assignors and assignees; and all persons and entities acting by,
through, under, or in concert with them or any of them (collectively, the “Quest
Releasees”), of and from any and all manner of action or actions, cause or
causes of action, in law or in equity, suits, debts, liens, contracts,
agreements, promises, liabilities, claims, demands, damages, losses, costs
or
expenses, of any nature whatsoever, whether known or unknown, fixed or
contingent, which the Xxxxxxx Releasors now or may hereafter have against the
Quest Releasees, or any of them, by reason of any matter, cause or thing
whatsoever from the beginning of time to the date hereof which is based upon,
arises out of, or relates to the Xxxxxxx Agreements.
5. This
Agreement constitutes the sole understanding of the parties with respect to
the
subject matter hereof. No amendment, modification, or alteration of the terms
or
provisions of this Agreement shall be binding unless the same shall be in
writing and duly executed by the parties hereto.
6. This
Agreement may be executed in one or more counterparts, each of which shall
for
all purposes be deemed to be an original and all of which shall constitute
the
same instrument.
7. Neither
party shall be obligated to reimburse the other for any costs or expenses
incurred by the other party in connection with this Agreement and/or the
transactions contemplated hereby, including fees and expenses of financial
consultants, accounts, and counsel.
8. This
Agreement shall be construed in accordance with and governed by the laws of
the
State of Utah without giving effect to the principles of conflicts of law
thereof.
9. If
either
Party brings an action or proceeding to enforce the terms of this Termination
Agreement, the prevailing party in any such proceeding, action or appeal, shall
be entitled to the prevailing party’s reasonable and actual out-of-pocket
attorney’s fees and costs, whether awarded in the same suit or recovered in a
separate suit.
IN
WITNESS WHEREOF, intending to be legally bound, the Parties have hereto set
there hands to be effective as of the date first written above.
|
Quest
Group International, Inc.
By:
/s/
Xxxx
Xxxxxxxxxxx
Its:
Chairman
& Chief Financial Officer
|
Xxxxxxx
Dynasty, LC
By:
/s/
Xxxx
Xxxxxxx
Its:
Manager
|
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