Exhibit 10.10
LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT ("Agreement") is made and entered into
between CCP-CPN One, Ltd., as successor to CPN One, Ltd. ("Landlord") and
Celltech Cellular Information Systems, which was merged into CTI Billing
Solutions, Inc. (formerly CTI Group (Holding) Inc.) ("Tenant") on February 12,
2001.
W I T N E S S E T H
WHEREAS, pursuant to that certain Office Building Lease ("Existing
Lease") dated November 1, 1994 and any all subsequent amendments and consents
between Landlord and Tenant, Tenant leased space the "Leased Premises")
identified as suite 200 containing approximately 18,005 square feet of Rentable
area in the Commerce Park North Office Center (the "Building"), ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇;
WHEREAS, Landlord and Tenant have reached agreement as to the terms and
conditions under which the Existing Lease shall terminate;
NOW, THEREFORE, in consideration of the mutual promises contained
herein, and other good and valuable consideration, the receipt and sufficiancy
of which are hereby acknowledge, Landlord and Tenant covenant and agree as
follows:
1. Capitalized terms used in this Agreement and not defined herein
shall have the same definitions and meanings as ascribed such terms
in the Existing Lease.
2. Subject to Tenant's timely fulfillment of the conditions to the
termination and cancelation of the Existing Lease as set forth
herein below the Lease shall terminate as of and on January 31,
2002 (the "Termination Date"). Landlord, on behalf of itself and
its transferees, sucessors and assigns, releases and discharges
Tenant, together with Tenant's employees, agents, officers,
directors, predecessors successors, its transferees, successors and
assigns, from any claim or obligation, remedy whatsoever as
provided for under the Existing Lease agreements which includes and
is not limited to the payment of Base Rent, Operating Costs,
percentage rent or additional rent or any other charge or sum now
or hereafter payable by Tenant under the Existing Lease or for the
performance of any obligation on the part of the Tenant to be
performed under the Existing Lease, or any other matter involving,
arising out of, or related to the Existing Lease to the Leased
Premises. Effective on the Termination Date, on behalf of itself
and its successors and assigns, Tenant hereby releases and
discharges Landlord, and Landlord hereby releases and discharges
Tenant, its transferees, successors and assigns, from any claim
whatsoever for the performance of any obligation on the part of
either party to be performed under the Existing Lease or any other
matter involving, arising out of, or related to the Existing Lease
or the Leased Premises. In any action against the parties hereto
brought by and independent third party alleging negligence
occurring prior to the Termination Date, the provisions of the
Agreement shall not be construed to release or waive any claim for
contribution or indemnification which Landlord or Tenant may have
against the other under the existing Lease. The foregoing is not
intended to release the parties of their obligations, agreements
and representations in the Agreement.
3. The conditions to be fulfilled by Tenant for termination of the
Existing Lease are as follows:
Tenant shall pay a lease termination fee ("Termination Fee") in
cash equal to the sum of $400,000.00, as follows:
(i) Tenant shall make payment of $400,000.00 by wire transfer to:
CCP-CPN One, Ltd Reserve
Comorica Bank
Acct #1880777709
Routing #111 000 753
on or before the end of business January 31, 2003.
4. By its execution of this Agreement, Landlord agrees to accept the
Leased Premises in the condition existing on the date hereof, with
the condition of the Leased Premises on the Termination date to be
substantially the same as the condition currently existing,
reasonable wear and tear and damage from insured casualty expected.
Effective as of the Termination Date, Tenant shall be deemed to
have relinquished unto Landlord all right, title and interest in
and to the Leased Premises, plus all leasehold improvements,
fixtures, permanently affixed equipment, and all building systems
incorporated into the building structure. Tenant shall be
obligated, and given access to, prior to February 28, 2003, to
remove all moveable furniture and furnishings from the Leased
Premises and tender the same to Landlord on the Termination Date
vacant and in "broom-clean" condition. Tenant's Security Deposit of
$5,177.25 will within five days be returned to the Tenant by the
Landlord upon the earlier of (a) the date the Tenant completely
vacates the Leased Premises or (b) February 28, 2003. If Tenant
does not vacate the Leased Premises by February 28, 2003, Landlord
may retain the Security Deposit.
5. Landlord and Tenant warrant and represent to each other that no
party is entitled to be paid a fee or commission in connection with
the termination of the Existing Lease or the execution and
performance of this Agreement except as otherwise agreed upon in a
separate agreement dated October 24, 2002 between Tenant and Axis
Property Advisors. Each of Landlord and Tenant shall indemnify and
hold harmless the other from and against any claim, demand of
liability asserted for any finder's fees, commission or other
similar compensation alleged to be due in connection with either
the termination of the Existing Lease or the execution or
performance of this Agreement.
6. All provisions contained in this Agreement shall be binding upon,
inure to the benefit of, and be enforceable by, the respective
successors and assigns of Landlord and Tenant.
7. The provisions of this Agreement shall be governed by and
interpreted under the laws of the State of Texas. The recitals to
this Agreement are hereby incorporated in this Agreement. This
Agreement is the product of negotiation and the parties agree that
it shall be interpreted in accordance with its fair and apparent
meaning and nor for or against either party.
8. This Agreement sets forth the entire agreement between the parties
with respect to the subject matter hereto and all prior
negotiations or agreements, whether oral or written, are superceded
and merged herein. This agreement may not be altered or amended
except by writing duly authorized and executed by the party against
whom enforcement is sought.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in multiple counterparts as of the 31 day of January 2003.
LANDLORD; CCP-CPN One, Ltd.
Capital Commercial Partners, LLC General Partner
By: /s/ ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇
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Title: V.P. of Operations
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TENANT: CTI Billing Solutions, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer