TERMINATION AND RELEASE
TERMINATION AND RELEASE dated as of December 29, 1997, between INTEK
DIVERSIFIED CORPORATION, a Delaware corporation having an office at 000
Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxxxx 00000 (the "Intek"), and
SECURICOR COMMUNICATIONS LIMITED, a company incorporated under the laws of
England and Wales having an office at 00 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxx, XX0
0XX, Xxxxxxx ("Securicor").
WHEREAS, Intek and Securicor entered into a Stock Purchase Agreement
dated as of June 18, 1996 (the "Stock Purchase Agreement"); and
WHEREAS, Intek and Securicor wish to settle certain liabilities under
the Stock Purchase Agreement; and
WHEREAS, Intek and Securicor propose to further amend (the "Loan
Amendment") that Amended and Restated Loan Agreement between Intek and
Securicor dated as of December 3, 1996 so as to include all outstanding loans
and advances to Intek and its subsidiaries from Securicor in a single
integrated loan agreement; and
WHEREAS, Intek and Securicor propose to enter into a Preferred Stock
Purchase Agreement (the "Preferred Stock Purchase Agreement").
NOW, THEREFORE, in consideration of the payments set forth herein and
other good and valuable consideration, it is hereby agreed as follows:
1. SETTLEMENT. In full settlement of all claims for
indemnification arising under Section 9.1(a)(iv) of the Stock Purchase
Agreement (relating to liabilities arising from the sale of "EFJ Shares and
EFJ Warrants" to Securicor Radiocoms Limited), Securicor will, upon the
execution of this Agreement, pay Intek U.S. $2,592,000 (the "Settlement
Payment").
2. RELEASES. Subject to the satisfaction of the conditions set
forth in Section 4, below, and effective upon such satisfaction (the
"Effective Date"), notwithstanding the terms of the Stock Purchase
Agreement, Intek hereby releases Securicor, except as set forth in Section 3
of this Termination and Release, from any and all liabilities or obligations
arising under the Stock Purchase Agreement.
3. SURVIVAL. The following rights and obligations of the parties
shall survive the Release set forth in Section 2, above (section references
and titles are to sections of the Stock Purchase Agreement):
Section 6.6 Preservation of Records
Section 6.9 Tax and Accounting Matters (except paragraph
6.9(c))
Section 6.13 Non-Compete
Section 6.14 FCC Matters
Section 6.15 Indemnification; Directors and Officers
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Section 6.16 Pension Schemes
Section 10.4 Further Assurances
4. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF RELEASES. The
Release contained in Section 2 is conditioned upon the fulfillment of
following conditions, except to the extent waived by the parties in writing:
4.1 EXECUTION OF SECOND AMENDED AND RESTATED LOAN AGREEMENT.
Intek and Securicor shall have executed the Loan
Amendment.
4.2 EXECUTION OF PREFERRED STOCK PURCHASE AGREEMENT. Intek
and Securicor shall have executed the Preferred Stock
Purchase Agreement.
4.3 PAYMENT OF THE SETTLEMENT PAYMENT. Intek shall have
received the Settlement Payment in immediately available
U.S. funds.
5. MISCELLANEOUS. This Termination and Release shall be binding
upon and inure to the benefit of the Parties and their respective heirs,
assigns and successors in interest. This Termination and Release shall be
governed by and construed in accordance with the laws of England and Wales
applicable to agreements made and to be entirely performed therein. The
Parties covenant to each other to execute and deliver such further
instruments and do such further acts and things as may be reasonably required
to carry out the intent and purposes of this Termination and Release.
INTEK DIVERSIFIED CORPORATION
By: ______________________________
SECURICOR COMMUNICATIONS
LIMITED
By: ______________________________
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