EXHIBIT 4.(a)(xxx)
From: Xxxxx.web Limited (in liquidation)
Xxxx Xxxxx
Xxxxxxxx Xxxx
Xxxxxxxxxxx
XX0X 0XX
To: British Telecommunications plc
BT Centre
00 Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxx Networks Limited
Wexham Springs
Xxxxxxxxx Xxxx
Xxxxxx
Xxxxxx XX0 0XX
Dated: 28 May, 2002
Dear Sirs,
SETTLEMENT AGREEMENT AND MUTUAL RELEASE DATED 10TH OCTOBER, 2001 BETWEEN BRITISH
TELECOMMUNICATIONS PLC ("BT"), XXXXX NETWORKS LIMITED ("MNL") AND XXXXX.WEB
LIMITED (IN LIQUIDATION) ("MWL") (THE "SETTLEMENT AGREEMENT").
We refer to the Settlement Agreement. Unless the context otherwise requires,
terms defined in the Settlement Agreement shall have the same meaning when used
in this letter.
AMENDMENT TO THE SETTLEMENT AGREEMENT
1. The Parties wish to make certain changes to the arrangements contemplated
by the Settlement Agreement. Accordingly, the Parties hereby agree that
with effect from the date of this letter the terms of the Settlement
Agreement shall be amended as follows:
(a) in clause 1 of the Settlement Agreement the words "will raise and
deliver credit notes in relation to the Invoices to MNL and" shall be
deleted;
(b) clause 2 of the Settlement Agreement shall be deleted in its entirety
and replaced with the following:
"MWL will pay (pound)1,100,000 plus VAT to BT by bank transfer to BT's
bank account maintained with HSBC plc (account number XXX, sort code
XXX) ("BT'S BANK ACCOUNT") within 3 working days of the signature by
all of the Parties of a letter amending the Settlement Agreement (the
"AMENDMENT AGREEMENT") and subject to receipt of the invoice referred
to in clause 1. MWL agrees that save as provided in the Amendment
Agreement, it will have no right to make any deduction or set-off
whatsoever from this payment"; and
(c) in the final sentence of clause 4 of the Settlement Agreement after
the words "MNL agrees that" there shall be inserted the words "save as
provided in the Amendment Agreement".
RIGHT OF SET-OFF
2. In consideration of MWL agreeing to the amendments referred to in clause 1
above, the costs of the liquidators of MWL in relation to agreeing to such
amendments and entering into this letter (including without limitation the
costs of legal and VAT advice) in an amount of (pound)12201.25 plus VAT of
(pound)2,135.22, shall be set off against the principal sum of
(pound)1,100,000 payable by MWL to BT under clause 2 of the Settlement
Agreement and BT agrees to accept the sum of (pound)1,085,663.53 together
with VAT of (pound)192,500 in full and final satisfaction of MWL's
obligations under clause 2 of the Settlement Agreement.
3. (a) In consideration of MNL agreeing to the amendments referred to in
clause 1 above MNL's costs in relation to agreeing to such amendments
and entering into this letter (including without limitation the costs
of legal and VAT advice), in an amount of (pound)8,300 plus VAT of
(pound)1,452.50, shall be set off against the instalment of
(pound)150,000 (the "MAY INSTALMENT") payable by MNL to BT on 15th
May, 2002 under Clause 4 of the Settlement Agreement and BT shall
accept the sum of (pound)140,247.50 together with VAT of (pound)26,250
in satisfaction of MNL's obligations to pay the May Instalment plus
VAT thereon pursuant to clause 4 of the Settlement Agreement.
(b) For the avoidance of doubt, BT agrees that the off-setting of MNL's
costs against the May Instalment as provided for under paragraph (a)
above shall not result in the remaining balance due from MNL under
clause 4 of the Settlement Agreement becoming payable in accordance
with the terms of clause 4 of the Settlement Agreement.
GENERAL
4. Except as otherwise provided in this letter, the Settlement Agreement shall
remain in full force and effect.
5. The provisions of clauses 13, 14, 15, 17 and 19 of the Settlement Agreement
shall be deemed to be incorporated into this letter as if set out in full
in this letter provided that references to the Settlement Agreement shall
be deemed to be references to this letter.
6. This letter may be executed in any number of counterparts, and this has the
same effect as if the signatures on the counterparts were on a single copy
of this letter.
7. This letter shall be governed by English law and construed in accordance
with English law and shall be subject to the exclusive jurisdiction of the
High Court of Justice of England and Wales.
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Please indicate your agreement to this letter by countersignature below.
Yours faithfully,
/s/ N KHAN
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By Xxxxxxx Xxxx as liquidator
For and on behalf of Xxxxx.web Limited
(in liquidation)
(as agent and without personal liability)
/s/ D X. XXXXXXX
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For and on behalf of British Telecommunications plc
/s/ C SEMPRINI
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For and on behalf of Xxxxx Networks Limited
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