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EXHIBIT 3
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SETTLEMENT AND DISTRIBUTION AGREEMENT
THIS SETTLEMENT AND DISTRIBUTION AGREEMENT (this "Agreement") is made
and entered into as of November 30, 1996 (the "Effective Date") by and among
Crown Revenue Services, Inc. ("Crown"), Culloden of Ohio, Inc., formerly known
as R.E. Xxxxx Companies, Inc. ("Xxxxx") and REE, Inc., an Ohio corporation and
an affiliate of Xxxxx ("REE").
BACKGROUND INFORMATION
A. Crown and Xxxxx have entered into a certain Retainage Sharing
Agreement dated as of July 31, 1994 (the "RSA"). All capitalized terms not
specifically defined herein have the meanings ascribed to them in the RSA.
B. Crown and the Federal Deposit Insurance Corporation, as successor to
the RTC, have entered into a certain Settlement and Release Agreement (the "RTC
Settlement") whereby, on or about the Effective Date, Crown is receiving from
the FDIC, in full and final settlement of all issues surrounding the Managed
Assets, Retainages in the amount of $2,499,857.52, less $200,000 (the "Escrowed
Funds") held in escrow pending the resolution of certain issues set forth in
the RTC Settlement.
C. The parties hereto want to enter into this Agreement to effect the
distribution of the Retainage Payment as contemplated by the RSA.
THEREFORE, the parties agree as follows:
STATEMENT OF AGREEMENT
1. Pursuant to the RSA crown, on the one hand, and Xxxxx and REE, on
the other hand, are each entitled to fifty percent (50%) of Retainages which
accrued on or before July 31, 1994 and Crown is entitled to one hundred percent
(100%) of Retainages which accrued after July 31, 1994.
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2. Crown is hereby distributing the Retainage Payment as follows:
RECIPIENT PAYMENT
Crown $1,585,847.88
Xxxxx $660,079.25
REE $53,930.39
Crown The Escrowed Funds, when and as received
3. Crown hereby acknowledges receipt of the sums set forth in
Paragraph 2. Crown further acknowledges and agrees that said receipt, together
with the execution and delivery on the Effective Date of another agreement
among the parties hereto, constitutes a full and final settlement of any and
all sums due and owing or matters arising under or related to the RSA. Crown,
for and on behalf of itself and its successors, assigns and affiliates, hereby
releases and forever discharges Roark and REE, and their respective officers,
directors, employees, agents, successors, assigns and affiliates, of and from
any and all accountings, actions, claims, contracts, demands, executions,
liabilities or responsibilities, at law or in equity which Crown ever had or
now has arising under or related to the RSA.
4. Xxxxx and REE hereby acknowledge receipt of the sums set forth in
Paragraph 2. Xxxxx and REE further acknowledge and agree that said receipt,
together with the execution and delivery on the Effective Date of another
agreement among the parties hereto, constitutes a full and final settlement of
any and all sums due and owing or matters arising under or related to the RSA.
Xxxxx and REE, for and on behalf of themselves and their respective successors,
assigns and affiliates, hereby release and forever discharge Crown, its
officers, directors, employees, agents, successors, assigns and affiliates, of
and from any and all accountings, actions, claims, contracts, demands,
executions, liabilities or responsibilities, at law or in equity which either
Xxxxx or REE ever had or now has arising under or related to the RSA. Without
limiting the generality of the foregoing, Xxxxx and REE hereby disclaim
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any right, title or interest in or to the Escrowed Funds.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
Effective Date.
CROWN REVENUE SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Secretary
CULLODEN OF OHIO, INC., f.k.a. R.E. XXXXX
COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
REE, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
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