Exhibit 5
RELEASE OF LIENS AND GUARANTY
THIS RELEASE OF LIENS AND GUARANTY (this "Release") is entered into and
effective as of this 23rd day of May, 2006, by and among XXXXXXX XXXXXXX
("Creditor"), Tradestar Construction Services, Inc., a New Mexico corporation
(the "Corporation"), and Tradestar Services, Inc., a Nevada corporation
("Tradestar").
WHEREAS, Creditor has purchased from the Corporation, that certain Secured
Promissory Note dated as of November 30, 2005, in the original principal amount
of $100,000.00, and that certain Secured Promissory Note dated as of July 27,
2005, in the original principal amount of $50,000.00 (collectively, the "Note");
and
WHEREAS, pursuant to that certain Security Agreement dated as of even date
with the Note, by and between the Corporation and the Creditor (the "Security
Agreement"), the Corporation granted to Creditor a lien on its assets for the
purpose of securing the payment and performance of its obligations under the
Note; and
WHEREAS, pursuant to that certain Guaranty dated as of even date with the
Note (the "Guaranty"), Frontier Staffing, Inc., a Nevada corporation
("Guarantor"), guaranteed the payment and performance of the Corporation's
obligations under the Note; and
WHEREAS, Guarantor has changed its name to Tradestar Services, Inc., a
Nevada corporation ("Tradestar"); and
WHEREAS, in assumption and novation of the Note, Tradestar has issued to
Creditor a certain Unsecured Promissory Note of even date herewith, in the
original principal amount of $1,000,000.00 (the "Replacement Note"); and
WHEREAS, Creditor has received the Replacement Note and wishes to, among
other things, (i) acknowledge receipt thereof and (ii) release the Corporation
and Tradestar (in its capacity as a guarantor) from any and all obligations
under or incurred in connection with, and liens or security interests created
by, the Note, the Security Agreement, the Guaranty and any other document
executed in connection therewith; and
NOW THEREFORE, in consideration of the mutual agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Creditor, the Corporation, and Tradestar hereby
agree as follows:
1. Creditor hereby:
(a) acknowledges receipt and acceptance of the Replacement Note;
(b) acknowledges that the Replacement Note has been issued as an
assumption and novation of the Note;
(c) releases the Corporation and Tradestar (in its capacity as a
guarantor) from all obligations arising under the Note, the Security
Agreement, the Guaranty and any other document executed in connection
therewith;
(d) releases all liens on and security interests in the Collateral
(defined in the Security Agreement), and to the extent any financing
statements have been filed with respect to the Collateral, authorizes the
Corporation or its agents to file any and all financing statements
necessary for the proper termination of such prior filings; and
(e) releases the Corporation, Tradestar (in its capacity as a
guarantor) and each of their affiliates, participants, partners,
shareholders, directors, officers, employees, agents and attorneys from any
and all claims, demands, actions, causes of action, costs, expenses and
liabilities whatsoever, known or unknown, at law or in equity, which
Creditor may have, as of the date hereof or in the future, against the
Corporation, Tradestar (in its capacity as a guarantor) or any of their
affiliates, participants, partners, shareholders, directors, officers,
employees, agents and attorneys, arising out of or in connection with the
Note, the Security Agreement, the Guaranty and any related documents;
provided this subsection (e) shall have no effect on the Replacement Note
or the obligations of Creditor and Tradestar in connection therewith.
2. The Corporation and Tradestar hereby:
(a) acknowledge that the Replacement Note has been issued as an
assumption and novation of the Note; and
(b) release Creditor and Creditor's affiliates, participants,
partners, shareholders, directors, officers, employees, agents and
attorneys from any and all claims, demands, actions, causes of action,
costs, expenses and liabilities whatsoever, known or unknown, at law or in
equity, which the Corporation or Tradestar (in its capacity as a guarantor)
may have, as of the date hereof or in the future, against Creditor and/or
Creditor's affiliates, participants, partners, shareholders, directors,
officers, employees, agents and attorneys, arising out of or in connection
with the Note, the Security Agreement, the Guaranty and any related
documents; provided this subsection (b) shall have no effect on the
Replacement Note or the obligations of Creditor and Tradestar in connection
therewith.
THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TEXAS.
This Release may be executed in any number of separate counterparts, each
of which, when so executed, shall be deemed an original, and all of said
counterparts taken together shall be deemed to constitute but one and the same
instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have caused this Release to be executed
as of the day and year first above written.
CREDITOR:
XXXXXXX XXXXXXX
/s/ Xxxxxxx X. Xxxxxxx
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THE CORPORATION:
TRADESTAR CONSTRUCTION SERVICES, INC.,
a New Mexico corporation
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer and President
TRADESTAR:
TRADESTAR SERVICES, INC.,
a Nevada corporation
By: /s/ Xxxxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Chief Financial Officer
