EXHIBIT 99.2
TERMINATION AGREEMENT AND XXXX OF SALE
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This Termination Agreement and Xxxx of Sale dated as of April 4, 2008
and is by and among X.X. Xxxxxx Company, a Delaware corporation ("X.X. Xxxxxx")
Voyager Petroleum, Inc., a Nevada corporation ("Voyager") and Deacon
Enterprises, Inc., a Michigan corporation ("Deacon").
RECITALS
1. Voyager has entered into a real estate purchase agreement with Deacon for the
purchase of certain property located at 000 Xxxxx Xxxxxx Xxxxxx, the City of
Detroit, Xxxxx County Michigan ("Deacon Property").
2. X.X. Xxxxxx is leasing the Deacon Property from Deacon pursuant to a lease
with Deacon ("Master Lease").
3. Voyager is subleasing the Deacon Property from X.X. Xxxxxx pursuant to a
sublease with X.X. Xxxxxx ("Sublease").
4. Voyager and Deacon anticipate that Voyager (through its affiliate 600 South
Deacon LLC) will be closing on the purchase of the Deacon Property in the near
future.
5. The purpose of this Agreement is to provide for the formal termination of the
Subleas and to terminate the leasehold estate of X.X. Xxxxxx in the Deacon
Property, upon the date Voyager or its affiliate 600 South Deacon LLC closes
upon the purchase of the Deacon Property.
NOW, THEREFORE, the parties agree as follows:
A. Upon the date Deacon conveys the Deacon Property to Voyager or Voyager's
nominee the Sublease shall terminate.
B. Upon the date Deacon conveys the Deacon Property to Voyager or Voyager's
nominee the leasehold estate of X.X. Xxxxxx in the Deacon Property acquired
pursuant to the Master Lease will terminate. Although the intent of the
foregoing sentence is to terminate the leasehold estate of X.X. Xxxxxx in the
Deacon Property so that Voyager or Voyager's nominee may take the Deacon
Property free and clear of any interest of Stuart in the Deacon Property, as
between X.X. Xxxxxx and Deacon, the effect of conveyance of the Deacon Property
on the Master Lease shall be governed by separate agreement between X.X. Xxxxxx
and Deacon. This Termination Agreement shall not in and of itself affect the
relationship of X.X. Xxxxxx and Deacon relative to any other property demised by
the Master Lease.
C. For good and valuable consideration, effective as of the date Deacon conveys
the Deacon Property to Voyager or Voyager's nominee, X.X. Xxxxxx hereby sells,
transfers, sets over and conveys to Voyager and Voyager hereby purchases and
receives, all of X.X. Xxxxxx'x right, title and interest in and to all tangible
personal property present on the Deacon Property in connection with the current
occupancy, operation, ownership, maintenance, or management of the Deacon
Property, including without limitation: equipment; tanks; containers; machinery;
inventory; raw materials; work in progress; furniture; art work; furnishings;
office equipment and supplies; all tools, supplies, and construction and finish
materials not incorporated in the improvements and held for repairs and
replacements. The sale and transfer of the tangible personal property is made
without any representation or warranty, express or implied by law, by X.X.
Xxxxxx, including any representation or warranty as to its condition,
merchantability or fitness for a particular purpose, and Voyager acknowledges
that it is relying soley on its independent investigation of the tangible
personal property and is not relying on any representation or warranty, express
or implied by law, by X.X. Xxxxxx, provided, however, X.X. Xxxxxx represents,
warrants, and covenants to Voyager or Voyager's nominee that X.X. Xxxxxx has not
previously sold, assigned, conveyed or encumbered title to any such property and
any such property is being transferred free and clear of any liens, claims, or
encumbrances created by or on behalf of X. X. Xxxxxx.
D. The parties agree to execute such further documents and instruments as any
party hereto may reasonably request in order to implement this Termination
Agreement. In addition, the parties shall refund any prepaid rent or other
prepaid items as to the Deacon Property, promptly after the Deacon Property
closing. This Agreement may be executed in one or more counterparts each, when
taken together, shall constitute one and the same Agreement. Facsimile
signatures and emailed signatures shall constitute originals for purposes of
execution and delivery of this Agreement.
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X.X. XXXXXX COMPANY, A DELAWARE CORPORATION
BY: /s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx, President
DATE: March 25, 2008
VOYAGER PETROLEUM, INC., A NEVADA CORPORATION
BY: /s/ Sebastien C/ XxXxxx
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Xxxxxxxxx XxXxxx, President
DATE: April 4, 2008
DEACON ENTERPRISES, INC., A MICHIGAN
CORPORATION
BY: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
DATE: April 4, 2008
