Termination Agreement between JPMorgan Chase Bank and Craftmade International Inc. (November 16, 2001)

Summary

JPMorgan Chase Bank and Craftmade International Inc. have agreed to terminate their obligations under a swap transaction originally set to end in December 2003. Effective November 14, 2001, and upon JPMorgan's payment of $61,500 to Craftmade by November 16, 2001, both parties are released from further obligations related to the swap. However, any payments due before November 16, 2001, must still be made. The broader master agreement between the parties remains in effect.

EX-10.27 4 d94098ex10-27.txt TERMINATION AGREEMENT DATED NOVEMBER 16, 2001 EXHIBIT 10.27 [JPMORGAN LOGO] 16 November 2001 CRAFTMADE INTERNATIONAL INC 650 SOUTH ROYAL LANE CAPELL, TEXAS 75019 CONTACT: JIM RIDING OR KEN CANCIENE TEL: 972 ###-###-#### FAX: 972 ###-###-#### TERMINATION AGREEMENT TERMINATION AGREEMENT dated as of 14 November 2001 between JPMorgan Chase Bank ("JPMorgan") and Craftmade International Inc ("Counterparty"). JPMorgan and Counterparty are parties Master Agreement dated as of 17 June 1999 (the "Agreement") pursuant to which JPMorgan and Counterparty have entered into the following Transaction(s) (the "Swap Transaction(s)"):

JPMorgan and Counterparty desire to terminate their respective rights and obligations under the Swap Transaction(s) upon the terms and conditions herein contained. Accordingly the parties hereto agree as follows: 1. Termination: Effective 14 November 2001 upon the payment of the amount set forth in Section 2 on the specified dat, the rights, obligations and liabilities of JPMorgan and of Counterparty under the Swap Transaction(s) are hereby mutually terminated and discharged. Each party hereto acknowledges that, except as provided herein, no payments or other amounts are owed to it by the other party hereto under or with respect to the termination and discharge affected hereby. Notwithstanding the foregoing, each party shall remain liable for any payment or delivery due on or before 16 November 2001 by it under the Swap Transaction(s). The termination and discharge provided for under this Termination Agreement is limited to the Swap Transaction(s), and the Agreement remains in full force and effect. 2. Payment Obligation: In consideration of the termination and discharge effected by the preceding section, on 16 November 2001, subject to adjustment in accordance with the Following Business Day Convention JPMorgan shall pay to Counterparty the sum of USD 61,500.00. (JPMorgan fee reference #:5053224) 3. Representations: Each party hereby represents, with respect to itself, that: (i) it has full corporate power and legal right to execute and deliver, and to perform and observe the terms and provisions of this Termination Agreement; (ii) the execution, delivery and performance of this Termination Agreement have been duly authorized by all necessary action; (iii) this Termination Agreement is a legally valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)), and (iv) all amounts due and payable by it on or before the date hereof under the Swap Transaction(s) have been paid in full. 4. Definitions: All terms used herein which are defined in the Agreement shall have the meanings stated therein. 5. Miscellaneous: This Termination Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof. This Termination Agreement shall be governed by and construed in accordance with the governing law as stated in the Agreement. This Termination Agreement may be executed in counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed as of the date first above written. JPMORGAN CHASE BANK By: /s/ Karen Puglia ---------------- Name: Karen Puglia Title: Assistant Treasurer CRAFTMADE INTERNATIONAL INC By: /s/ James R. Ridings -------------------- Name: James R. Ridings Title: Chief Executive Officer