1
Exhibit 10.84
SETTLEMENT AGREEMENT
This Settlement Agreement ("Agreement") is made and entered into as of
the 27th day of March, 2001 (the "Effective Date") by and among Deere Park
Capital, L.L.C., an Illinois limited liability company ("Deere Park"), DRS
Realty Services, Inc., a Delaware corporation ("DRS"), Crown NorthCorp, Inc., a
Delaware corporation ("Crown"), Xxxxx X. Xxxxxxx ("Xxxxxxx"), Xxxxx X. Xxxxxxx,
XX ("Xxxxxxx"), and Xxx Xxxxx ("Xxxxx") (collectively, Xxxxxxx, Xxxxxxx and
Xxxxx are hereinafter collectively referred to as the "Principals").
R E C I T A L S:
----------------
A. The parties hereto entered into that certain Stock Redemption and
Settlement Agreement dated February 4, 2000 (along with the exhibits thereto,
the "Stock Redemption Agreement"). Pursuant to the Stock Redemption Agreement,
DRS executed and delivered to Deere Park (i) a promissory note dated February 4,
2000 in the principal amount of $345,000 ("Term Note I"), and (ii) a promissory
note dated February 4, 2000 in the principal amount of $20,000 ("Term Note II")
(collectively, Term Note I and Term Note II are hereinafter referred to as the
"Notes").
B. As is further detailed in the Stock Redemption Agreement, the
Principals executed a Guaranty dated February 4, 2000 pursuant to which they
jointly and severally guaranteed, INTER ALIA, payment of all outstanding
principal and interest under the Notes (the "Second Guaranty"). Also as further
detailed in the Stock Redemption Agreement, Crown executed a Guaranty dated
February 4, 2000 pursuant to which it guaranteed, INTER ALIA, payment of up to
$170,000 of the outstanding principal and interest under the Notes (the "First
Guaranty;" and collectively with the Second Guaranty, the "Guarantees").
C. There is currently an aggregate of $370,152 of principal and
interest outstanding under the Notes, consisting of $310,000 of principal under
Term Note I, $40,152 of interest under Term Note I, and $20,000 of principal
under Term Note II.
D. Based on their alleged breach of certain obligations under the Stock
Redemption Agreement, on January 19, 0000, Xxxxx Xxxx filed a lawsuit against
DRS and the Principals in the Circuit of Xxxx County, Illinois, County
Department, Law Division; such lawsuit is styled Deere Park Capital, L.L.C. v.
DRS Realty Services, Xxxxx Xxxxxxx, Xxx Xxxxxxx and Xxx Xxxxx (the
"Litigation").
E. Deere Park has not instituted a lawsuit against Crown based on
Crown's alleged breach of certain obligations under the Stock Redemption
Agreement, but rather has entered into discussions with Crown regarding a
settlement of the outstanding issues among the parties hereto.
F. The Principals have asserted claims against Crown based on the
purported breach by Crown of certain obligations owed by Crown to the
Principals.
G. The parties hereto desire to enter into this Agreement to resolve
the issues among them.
2
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
A G R E E M E N T:
------------------
1. PAYMENT BY PRINCIPALS TO DEERE PARK. Concurrently with the execution
of this Agreement, in exchange for the releases provided pursuant to Sections 3
and 4 hereof, the Principals will pay to Deere Park the sum of Fifty Thousand
Dollars ($50,000) in cash or immediately available funds in full and complete
settlement and satisfaction of any and all obligations of DRS and the Principals
under the Stock Redemption Agreement, the Notes or the Guarantees.
2. CROWN NOTE. Concurrently with the execution of this Agreement, in
exchange for the releases provided pursuant to Sections 3 and 4 hereof, Crown
will execute and deliver to Deere Park a promissory note in the principal amount
of $320,152 in the form attached hereto as EXHIBIT A (the "Crown Note") in full
and complete settlement and satisfaction of any and all obligations of Crown
under the Stock Redemption Agreement or the Guarantees.
3. RELEASE BY DEERE PARK. Deere Park and its agents, servants,
employees, officers, directors, shareholders, successors and assigns, hereby
release and forever discharge the Principals, DRS, and Crown, and their
respective, affiliates, agents, servants, employees, officers, directors,
shareholders, successors, and assigns, and any persons associated with any of
the foregoing, of and from any and all claims, causes of action, contracts,
judgments, damages, and demands, known and unknown, of any kind and character
whatsoever, which any of the foregoing now have or claim to have, or have had,
against any of the foregoing parties, for any acts or omissions which occurred
prior to the date hereof, including, without limitation, claims arising from the
Stock Redemption Agreement; provided, however, that Deere Park does not release
(a) Crown from its obligations under the Crown Note, or (b) DRS, the Principals
or Crown from their respective obligations under this Agreement. Deere Park
hereby agrees to dismiss the Litigation with prejudice within three (3) business
days after its receipt of the $50,000 payment contemplated by Section 1 hereof
and originally-executed copies of all of the documentation contemplated hereby.
Deere Park hereby additionally agrees, within the three-day period provided in
the preceding sentence, to return the original, executed Notes and Guarantees to
the parties that executed them.
4. RELEASE BY DRS AND THE PRINCIPALS. DRS and the Principals, and their
respective agents, servants, employees, officers, directors, shareholders,
successors and assigns, hereby release and forever discharge Deere Park and
Crown, and their respective, affiliates, agents, servants, employees, officers,
directors, shareholders, successors, and assigns, and any persons associated
with any of the foregoing, of and from any and all claims, causes of action,
contracts, judgments, damages, and demands, known and unknown, of any kind and
character whatsoever, which any of the foregoing now have or claim to have, or
have had, against any of the foregoing parties, for any acts or omissions which
occurred prior to the date hereof; provided, however, that DRS and the
Principals do not release any of the other parties hereto from their obligations
under this Agreement.
2
3
5. RELEASE BY CROWN. Crown and its agents, servants, employees,
officers, directors, shareholders, successors and assigns, hereby release and
forever discharge the Principals, DRS, and Deere Park, and their respective,
affiliates, agents, servants, employees, officers, directors, shareholders,
successors, and assigns, and any persons associated with any of the foregoing,
of and from any and all claims, causes of action, contracts, judgments, damages,
and demands, known and unknown, of any kind and character whatsoever, which any
of the foregoing now have or claim to have, or have had, against any of the
foregoing parties, for any acts or omissions which occurred prior to the date
hereof; provided, however, that Crown does not release any of the other parties
hereto from their obligations under this Agreement.
6. STOCK REDEMPTION AGREEMENT. In consideration of the payments,
deliveries and releases set forth in Sections 1 through 5 above, the parties
hereto understand and agree that the Stock Redemption Agreement is of no further
force or effect as of the Effective Date.
7. MISCELLANEOUS.
(a) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors
and assigns. Nothing in this Agreement, expressed or implied, is
intended or shall be construed to confer upon any person other
than the parties hereto and their successors and assigns any
right, remedy or claim under or by reason of this Agreement.
(b) ENTIRE AGREEMENT; AMENDMENTS. This Agreement (including the
exhibit hereto) contains the entire understanding of the parties
hereto with regard to the subject matter contained herein, and
supersedes all prior agreements, understandings or letters of
intent between the parties hereto. This Agreement shall not be
amended, modified or supplemented except by a written instrument
signed by an authorized representative of each of the parties
hereto.
(c) INTERPRETATION. Headings to sections herein are inserted for
convenience of reference only and are not intended to affect the
interpretation of this Agreement.
(d) PARTIAL INVALIDITY. Wherever possible, each provision hereof
shall be interpreted in such manner as to be effective and valid
under applicable law, but in case any one or more of the
provisions contained herein shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such provision
shall be ineffective to the extent, but only to the extent, of
such invalidity, illegality or unenforceability without
invalidating the remainder of such invalid, illegal or
unenforceable provision or provisions or any other provisions
hereof, unless such a construction would be unreasonable.
(e) EXECUTION IN COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement
may be executed in counterparts, each of which shall be
considered an original instrument, but both of which together
shall be considered one and the
3
4
same agreement, and shall become binding when both counterparts
have been signed by each of the parties hereto and delivered to
each party hereto. Facsimile copies of the signature page hereof
shall be deemed originals.
(f) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal laws (as opposed to the
conflicts of law provisions) of the State of Illinois. This
Agreement shall be governed by and construed in accordance with
the internal laws (as opposed to the conflicts of law
provisions) of the State of Illinois. Any litigation between the
parties which arises out of this Agreement shall be instituted
and prosecuted only in the appropriate state or federal court or
other tribunal situated in the County of Xxxx, and the State of
Illinois. Each party hereto hereby submits to the exclusive
jurisdiction of such courts and tribunals for purposes of any
such action and the enforcement of any judgment or order arising
therefrom. Each party hereto hereby waives any right to a change
of venue and any and all objections to the jurisdiction of the
state and federal courts and other tribunals located in the
County of Xxxx, and the State of Illinois.
IN WITNESS WHEREOF, the parties hereto have made and entered in this
Agreement as of the date first written above.
DEERE PARK CAPITAL, L.L.C. DRS REALTY SERVICES, INC.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxx Xxxxx
--------------------------------------- ------------------------------
Its: President Its: Executive Vice President
--------------------------------------- ------------------------------
CROWN NORTHCORP, INC.
By: /s/ Xxxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxx
---------------------------------------- ----------------------------------
Its: Secretary XXXXX X. XXXXXXX
---------------------------------------
/s/ Xxxxx X. Xxxxxxx, XX /s/ Xxx Xxxxx
------------------------------------------- ----------------------------------
XXXXX X. XXXXXXX, XX XXX XXXXX
4
