EXHIBIT 10.03
SUBLEASE TERMINATION AGREEMENT
THIS SUBLEASE TERMINATION AGREEMENT (this "AGREEMENT") is made as of
the 11th day of January 2008, by and between UNDERWING INTERNATIONAL, LLC, a
Delaware limited liability company ("SUBLESSOR") and CARGO CONNECTION LOGISTICS
- INTERNATIONAL, an Illinois corporation ("SUBLESSEE").
A. Sublessor and Sublessee entered into that certain Sublease Agreement
dated as of May 1, 2007 (the "SUBLEASE"), demising a certain parcel of real
property commonly known as 000 Xxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxx (the
"PREMISES"), for a term commencing on May 1, 2007 and expiring April 30, 2008,
all as more particularly described in the Sublease.
B. Sublessor and Sublessee have decided that it is in their mutual best
interest to cancel and terminate the Sublease and it is the intention of
Sublessor and Sublessee to effectuate the cancellation of the Sublease by this
Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Sublessor and Sublessee hereby agree as follows:
1. DEFINED TERMS. All terms used herein shall have the same meaning as
in the Sublease unless otherwise defined herein.
2. TERMINATION OF SUBLEASE. The Sublease shall terminate on the date of
this Agreement, as set forth in the preamble to this Agreement (the "TERMINATION
DATE"), as if said Termination Date were set forth in the Sublease as the
expiration date of the term of the Sublease.
3. SUBLESSEE'S CERTIFICATIONS. Sublessee hereby certifies that the
following statements are true as of the date hereof and will be true on the
Termination Date:
(a) Sublessee owns and holds the entire interest of Sublessee
under the Sublease;
(b) Sublessee has no knowledge of any claim, injury or cause
of action which has occurred, whether or not filed, by or for any party,
relating to the Sublease;
(c) There are no contracts for the furnishing of any labor or
materials with respect to improvements or alterations in or about the Premises
which are outstanding or which that have not been performed and/or satisfied;
(d) All subleases, concessions and other rights of use and
occupancy of the Premises have been legally terminated and no cause of action
against Sublessor exists as of the date hereof nor will exist hereafter in any
party to a sublease, concession or agreement for use or occupancy based on
inducing the breach of a contract with respect to same;
(e) Sublessee has not done or suffered to be done anything
whereby the Premises and/or Sublessor's title thereto are in any manner
encumbered or charged; and
(f) Sublessee has full authority to execute and deliver this
Agreement.
4. SUBLESSEE'S INDEMNIFICATION OF SUBLESSOR. Sublessee agrees to
defend, indemnify and save Sublessor harmless from and against all loss or
damage sustained by Sublessor (and all expenses, costs and attorney's fees of
Sublessor in any action or defense undertaken by Sublessor to protect itself
from such loss or damage) resulting from any breach by Sublessee of the
representations and warranties made herein, from any lien charge, encumbrance,
or claim against the Premises, or from any claim against Sublessor for which the
Sublessee is responsible.
5. SUBLESSEE'S RELEASE OF SUBLESSOR. Sublessee, for itself and its
successors and assigns, hereby forever releases and discharges Sublessor, and
its successors and assigns, from any and all claims, demands, or causes of
action whatsoever against Sublessor, its successors and assigns, except to the
extent arising out of the terms of this Agreement.
6. SUBLESSOR'S RELEASE OF SUBLESSEE. Sublessor, for itself and its
successors and assigns, except for the warranties and obligations herein made by
Sublessee, hereby forever releases and discharges Sublessee, and its successors
and assigns, from any and all claims, demands, or causes of action whatsoever
against Sublessee, its successors and assigns, except to the extent arising out
of the terms of this Agreement.
7. ENTIRE AGREEMENT. This Agreement and the Sublease contain all the
terms, covenants, conditions and agreement between Sublessor and Sublessee
relating to the termination of the Sublease and other matters provided for in
this instrument. No prior or other agreement or understanding pertaining to such
matters shall be valid or of any force or effect.
8. HEADINGS. The headings of Sections set forth in this Agreement are
for convenience or reference only and do not define, limit, expand, describe or
construe the scope or intent of such Sections.
9. SEVERABILITY. The invalidity of any provision of this Agreement
shall not impair or affect, in any manner, the validity, enforceability or
effect of the rest of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Sublease Termination
Agreement under seal as of the date first written above.
SUBLESSEE SUBLESSOR
CARGO CONNECTION LOGISTICS - INTERNATIONAL, INC. UNDERWING INTERNATIONAL, LLC,
an Illinois corporation a Delaware limited liability
company
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxx Xxxxxxx
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Signature Signature
Xxxxx Xxxxxxxxx Xxxxx Xxxxxxx
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Print Name Print Name
Chief Executive Officer Treasurer
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