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”) and Xxxxxxxxx
Financial, LLC, a Minnesota limited liability company (“Xxxxxxxxx”).
WHEREAS, CSF and Xxxxxxxxx
have entered into that certain Loan and Security Agreement, dated as of October
5, 2005, as amended by that certain First Amendment to Loan and Security
Agreement, dated August 22, 2006, as further amended by that certain Second
Amendment to Loan and Security Agreement, dated September 21, 2006, as further
amended by that certain Third Amendment to Loan and Security Agreement, dated
March 5, 2007, and as further amended by that certain Fourth Amendment to Loan
and Security Agreement, dated May 7, 2007 (collectively, the “Loan and Security
Agreement”).
WHEREAS, CSF and Xxxxxxxxx
desire to terminate the Loan and Security 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 and Xxxxxxxxx hereby terminates the Loan and Security Agreement,
effective as of the date hereof, and hereby agrees that from and after the date
hereof, the Loan and Security Agreement shall be of no further force and effect
and neither party thereto shall have any further obligations, rights,
responsibilities or duties under such Loan and Security Agreement.
2. Release. Each
party hereby releases, remises and forever discharges the other party 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 Loan and
Security 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 Loan
and Security 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
Borzora
Title: President
XXXXXXXXX
FINANCIAL, LLC
By:
____/s/ Xxxx
Gardner____________________
Name: Xxxx
Xxxxxxx
Title: Manager
