SETTLEMENT AGREEMENT
EXHIBIT
10.1
This
SETTLEMENT AGREEMENT AND GENERAL RELEASE (the “Settlement Agreement”) is being
entered into this 26th day of October, 2010 (the “Effective Date”) by
and between ABN AMRO BANK N.V. (“ABN”), THE ROYAL BANK
OF SCOTLAND PLC (“RBS”), XXXXXX XXXXXX
INTERNATIONAL INC. (“LKI”), XXXXXX XXXXXX
JAPAN INC. (“LK
Japan”), XXXXXX XXXXXX EUROPE INC. (“LK Europe”) and
XXXXXX XXXXXX AFRICA INC. (“LK Africa,” together
with LK Japan and LK Europe, the “Guarantors,” the
Guarantors, together with LKI, the “LKI Parties” or
individually as an “LKI
Party”). ABN, RBS, LKI, LK Japan, LK Europe and LK Africa are
referred to individually herein as the “Party” or
collectively as the “Parties.”
RECITALS:
WHEREAS,
LKI and ABN are parties to: (i) the Facility Letter dated as of February 27,
2009 (the “Facility
Letter”) and (ii) the Amended and Restated Credit Agreement dated as of
February 27, 2009 (the “Credit
Agreement”);
WHEREAS,
ABN asserts that LKI owes ABN principal plus unpaid interest and out-of-pocket
expenses under the Facility Letter and the Credit Agreement (the “New York
Obligations”);
WHEREAS,
pursuant to two guaranties, each dated February 27, 2009 (the “Facility Letter
Guaranty” and the “Credit Agreement
Guaranty”), the Guarantors guaranteed the New York
Obligations;
WHEREAS,
ABN extended credit to Gulfdiam DMCC (“Gulfdiam”);
WHEREAS,
ABN asserts that Gulfdiam owes ABN principal, interest, fees and expenses
pursuant to the credit ABN extended to Gulfdiam (the “Gulfdiam
Obligations”);
WHEREAS,
pursuant to the Guaranty dated September 1, 2007 (the “LKI-Gulfdiam
Guaranty”), LKI guaranteed up to fifty-percent of the Gulfdiam
Obligations (the “LKI-Gulfdiam Guaranty
Obligations”);
WHEREAS,
LK Japan and RBS are parties to the Amended and Restated Credit Facility
Agreement dated as of February 28, 2009 (the “Japan Credit
Agreement”);
WHEREAS,
RBS asserts that LK Japan owes RBS principal plus all unpaid interest and
out-of-pocket expenses under the Japan Credit Agreement (the “Japan
Obligations”);
WHEREAS,
pursuant to the Guarantee dated April 16, 2009 (the “Japan Guarantee,”
together with the New York Obligations, the LKI-Gulfdiam Guaranty Obligations,
the Facility Letter Guaranty, the Credit Agreement Guaranty, and the Japan
Obligations, the “ABN/RBS
Obligations”)), LKI guaranteed the Japan Obligations;
WHEREAS,
LKI contends that it has claims against ABN and RBS arising from the
relationship and business dealings between LKI and ABN and LKI and RBS relating
to the ABN/RBS Obligations and Gulfdiam, and arising from other events,
circumstances and business dealings, that negate, excuse or give the LKI Parties
a right of set-off, from their payment obligations under the above described
ABN/RBS Obligations, credit facilities and guarantees and/or a claim for damages
against ABN and/or RBS (the “LKI
Claims”);
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WHEREAS,
ABN and RBS contend that the LKI Claims are baseless and without merit;
and
WHEREAS,
the Parties desire to avoid litigation, further expense and to resolve amicably
all matters and disputes among them;
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, intending to be legally bound, hereby agree as follows:
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1.
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Consideration.
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a.
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Payment. LKI shall
make a single payment of $14,000,000 (the “Settlement
Amount”) by wire transfer of immediately available funds to the
wire instructions set forth on Annex A no
later than 4:00 p.m. (New York time) October 26, 2010, provided, that subject to
Paragraph 3 below, ABN’s receipt of the Settlement Amount (on behalf of
ABN and RBS) shall be deemed by ABN and RBS to constitute satisfaction in
full by LKI of all of the ABN/RBS Obligations. ABN shall apply
the Settlement Amount pro rata to the ABN/RBS Obligations as follows:
$7,488,387.16 to the New York Obligations, $5,073,402.01 to the
LKI-Gulfdiam Guaranty Obligations and $1,438,210.83 to the Japan
Obligations.
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b.
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Delivery
of ABN’s Interest in LKI’s Shares to LKI. ABN hereby
conveys, transfers, assigns and delivers to LKI, and LKI hereby accepts
from ABN, ABN’s respective legal and equitable right, title and interest
in and to (i) certificate LK2049, representing 1,180,000 shares of LKI
stock (ii) certificate LK2050, representing 125,000 shares of LKI stock,
(iii) certificate LK2052, representing 180,000 shares of LKI stock and
(iv) all other shares of LKI stock maintained by ABN in the Share Account
(as defined below) representing 666,103 shares of LKI stock (collectively
2,151,103 shares of LKI stock the “LK Shares”),
which shares are held by CitiGroup Global Mkts. Inc. (the “Securities
Intermediary”) in account number 000-00000-00 (the “Share
Account”). Except as a different time period is
specified below, within ten (10) days of execution of this Settlement
Agreement, (1) ABN shall deliver a letter of instruction to the Securities
Intermediary, in form and substance reasonably satisfactory to the
Securities Intermediary and ABN, to effect the transfer of the LK Shares
(including, to the extent certificated, the actual certificates
representing such LK Shares or a lost certificate affidavit with respect
to any lost certificates), from the Share Account to LKI (subject to
paragraph 3 of this Settlement Agreement), (2) ABN shall deliver a letter
of instruction to LKI’s transfer agent, BNY Mellon Share Owners Services
(“BNY
Mellon”), 000 Xxxxxxxxxx Xxxx., Xxxxxx Xxxx, Xxx Xxxxxx 00000-0000,
in form and substance reasonably satisfactory to BNY Mellon and ABN, to
effect the transfer of the LK Shares to LKI, subject to Paragraph 3 of
this Settlement Agreement, and to take direction from LKI with respect to
the LK Shares, (3) on the Effective Date, ABN shall deliver to BNY Mellon
a copy of a corporate resolution of ABN authorizing the transfer of the LK
Shares free and clear of any lien or encumbrances imposed by ABN, (4) ABN
shall deliver to BNY Mellon an original stock power with Medallion
Signature Guarantee, if possible, or similar certification and (5) on the
Effective Date, LKI shall deliver to ABN evidence prior to the transfer of
the LK Shares that LKI has waived the poison pill. For ten (10)
days following the Effective Date, ABN and LKI shall cooperate with any
reasonable requests of BNY Mellon or the Securities Intermediary that are
actually necessary to transfer the LK Shares to
LKI.
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c.
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Assignment
of Insurance. ABN hereby conveys, transfers, assigns and
delivers to LKI, and LKI hereby accepts from ABN, all of ABN’s right,
title and interest: (i) if any, under the certain insurance policies
numbered B0576GNYA96B, X0000XXXX00X, X0000XXXX000 and
B0576GLYB472 (the “Insurance
Policies”), but only to the extent of ABN’s interest in the
Insurance Policies and subject to the provisos of this clause (c); (ii)
any payment made to any LKI Party under the Agreement for Interim Payment,
dated December 31, 2009, between LKI and the underwriters of the Insurance
Policies numbered B0576GLYA472 and B0576GLYB472 (the “Interim Payment
Agreement”); and (iii) any amounts that any LKI Party receives with
respect to any settlement reached or judgment rendered in connection with
the Insurance Policies and/or the Interim Payment Agreement; provided, that nothing
herein constitutes nor shall be deemed a conveyance, transfer or
assignment of any right, title or interest that Gulfdiam or any other
person may have with respect to the Insurance Policies; provided, further, that
nothing herein constitutes nor shall be deemed a conveyance, transfer, or
assignment of ABN’s right, title or interest in the Gulfdiam Obligations
or ABN’s right, title or interest to receive proceeds of the Insurance
Policies from Gulfdiam or any other person (other than an LKI Party) as a
creditor of Gulfdiam or any other person (other than an LKI Party) to the
extent that Gulfdiam or any other person (other than an LKI Party) is
entitled to any proceeds of the Insurance
Policies.
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2. Releases. In
consideration of the Settlement Amount, transfer of the LK Shares and the other
terms and conditions set forth herein the Parties release each other as follows
(each, a “Release” and
collectively, the “Releases”):
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a.
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Mutual Release Among
ABN and LKI Parties. ABN, on the one hand, and each LKI
Party, on the other, on their own behalf and on behalf of each of their
successors, predecessors, successors in interest and assigns, parents,
subsidiaries, affiliates (which, for the purposes of this Settlement
Agreement, does not include Gulfdiam), current and former officers,
directors, attorneys, principals, members, representatives, agents,
servants and employees and their respective issue, heirs, executors,
administrators, successors and assigns (in each case, past, present or
future) hereby release and forever discharge each other, and each other’s
successors, predecessors (including, but not limited to, The Royal Bank of
Scotland N.V. and its successors, predecessors, successors in interest and
assigns, parents, subsidiaries, affiliates, current and former officers,
directors, attorneys, principals, members, representatives, agents,
servants and employees and its respective issue, heirs, executors,
administrators, successors and assigns (in each case, past, present or
future), collectively, “RBS N.V.”)),
former lenders of the ABN/RBS Obligations (including, but not limited to,
RBS N.V.), successors in interest, heirs, assigns, parents, subsidiaries,
affiliates (which, for the purposes of this Settlement Agreement, does not
include Gulfdiam), current and former officers, directors, attorneys,
principals, members, representatives, agents, servants, employees and
their respective issue, heirs, executors, administrators, successors and
assigns (in each case, past, present, or future) from any and all claims,
suits, demands, obligations, liabilities, damages (including but not
limited to consequential and punitive damages), actions, causes of action,
claims for attorney fees, costs and expenses, and lawsuits of every kind
and description, in law or in equity, whether in the United States (based
on any federal or state law or right of action) or in any other country in
the world (based on any foreign law or right of action), whether known or
unknown, whether foreseen or unforeseen, whether matured or unmatured,
accrued or not accrued, which any of them ever had, now has or may in the
future have for, upon or by reason of any matter, cause, or thing
whatsoever, whether known or unknown, or disclosed to any of them, from
the beginning of time to the Effective Date related to the ABN/RBS
Obligations and the LKI Claims (the “ABN/LKI Released
Claims”).
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b.
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Mutual Release Among
RBS and LKI Parties. RBS, on the one hand, and each LKI
Party, on the other, on their own behalf and on behalf of each of their
successors, predecessors, successors in interest, and assigns, parents,
subsidiaries, affiliates (including, but not limited to RBS N.V., but
which, for the purposes of this Settlement Agreement, does not include
Gulfdiam), current and former officers, directors, attorneys, principals,
members, representatives, agents, servants and employees and their
respective issue, heirs, executors, administrators, successors and assigns
(in each case, past, present or future) hereby release and forever
discharge each other, and each other’s successors, predecessors,
successors in interest, heirs, assigns, parents, subsidiaries, affiliates
(including, but not limited to RBS N.V., but which, for the purposes of
this Settlement Agreement, does not include Gulfdiam), current and former
officers, directors, attorneys, principals, members, representatives,
agents, servants, employees and their respective issue, heirs, executors,
administrators, successors and assigns (in each case, past, present or
future) from any and all claims, suits, demands, obligations, liabilities,
damages (including, but not limited to consequential and punitive
damages), actions, causes of action, claims for attorney fees, costs and
expenses, and lawsuits of every kind and description, in law or in equity,
whether in the United States (based on federal or state law or right of
action) or in any other country in the world (based upon any foreign law
or right of action), whether known or unknown, whether foreseen or
unforeseen, whether matured or unmatured, accrued or not accrued, which
any of them ever had, now has or may in the future have for, upon or by
reason of any matter, cause, or thing whatsoever, whether known or
unknown, or disclosed to any of them, from the beginning of time to the
effective date of this Settlement Agreement related to the ABN/RBS
Obligations and the LKI Claims (the “RBS/LKI Released
Claims”).
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c.
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It
is the intention of all of the Parties that the releases contained in
paragraph 2(a) and 2(b) be the broadest form of release of liability
permitted by law and is meant to encompass, inter alia, any past,
present or future claim, condition or injury, except any claim that may
arise out of the breach of this Settlement
Agreement.
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d.
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ABN,
RBS and each LKI Party covenant not to institute, maintain or prosecute
any action, claim, proceeding or cause of action of any kind to enforce
any of the ABN/LKI Released Claims or RBS/LKI Released
Claims. In any litigation arising from or related to an alleged
breach of this Settlement Agreement between ABN and any LKI Party, or RBS
and any LKI Party, ABN, RBS and each LKI Party covenant and agree that the
release in this paragraph 2 may be pleaded as a defense, counterclaim or
crossclaim, and shall be admissible into evidence without any foundation
or testimony whatsoever.
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e.
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The
rights of the Parties as against all persons or entities that are not
released by the Releases (including but not limited to, any other
financial institutions, other diamond related companies or any insurance
companies) are not affected and such rights (if any) may be enforced in
existing or future legal actions involving any Party.
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f.
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Nothing
contained in this Settlement Agreement shall be deemed a waiver of any
Party’s right to seek discovery (or object to such discovery request) from
any other Party in connection with any actually pending litigation
(whether such litigation is pending on the Effective Date or in the
future), arbitration, mediation or alternative dispute resolution
proceeding to which such Party is a
party.
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3. Limitations
on Settlement Agreement.
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a.
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Notwithstanding
anything to the contrary contained herein, if, at any time, the payment of
the Settlement Amount, exchange of the Releases, transfer of the LK Shares
or ABN’s rights under the Insurance Policies or any other consideration
provided hereunder shall be invalidated, declared to be fraudulent or
preferential, reduced, disgorged, reclaimed, recouped, set aside or
rescinded by a final order, judgment or approval of a settlement agreement
or stipulation of settlement by a court of competent jurisdiction and ABN
shall be required, by such final order, judgment or approval of a
settlement agreement or stipulation of settlement, to return any portion
of the Settlement Amount to any LKI Party or its successors (including,
but not limited to, any trustee, receiver, litigation trust or bankruptcy
estate): (i) this Settlement Agreement (including, but not limited to, the
Releases) shall be null and void and of no force and effect, (ii) ABN and
RBS shall be free, in accordance with the Credit Agreement, the Facility
Letter, the Facility Letter Guaranty, the Credit Agreement Guaranty, the
LKI-Gulfdiam Guaranty, the Japan Credit Agreement, the Japan Guarantee,
applicable law and equity, to exercise and enforce or to take steps to
exercise and enforce all other rights, powers, privileges and remedies
available to it with respect to the ABN/RBS Obligations as if this
Settlement Agreement had not been entered into, (iii) the transfer of the
LK Shares to LKI shall be deemed null and void and the Parties shall take
all steps necessary to restore the ownership of rights to the LK Shares
and the proceeds thereof as in effect on the Effective Date, (iv) LKI’s
rights granted hereunder to and under the Insurance Policies shall be
deemed null and void and the Parties shall take all steps necessary to
restore ABN’s rights to the Insurance Policies and the proceeds thereof as
in effect on the Effective Date; (v) the LKI Parties shall be free to
assert the LKI Claims and take all other steps under applicable law and
equity, to exercise and enforce or to take steps to exercise and enforce
all other rights, powers, privileges and remedies available to it with
respect to the LKI Claims as if this Settlement Agreement had not been
entered into and (vi) ABN shall return the Settlement Amount to
LKI. In such event, any and all statutes of limitations
applicable to the LKI Claims and the ABN/RBS Obligations shall be deemed
to have been tolled from the Effective Date through the date of such final
order, judgment or approval of a settlement agreement or stipulation of
settlement (the “Tolling
Period”) and each of ABN, RBS and each LKI Party, on behalf of
itself and its successors, successors in interest, assigns, parents,
subsidiaries, affiliates (other than Gulfdiam) current and former
officers, directors, attorneys, principals, members, representatives,
agents, servants and employees and their respective issue, heirs,
executors, administrators, successors and assigns (in each case, past,
present or future) forever waive any and all defenses based on calculation
of any and all applicable statutes of limitation that include the Tolling
Period.
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b.
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Nothing
contained herein, however, shall bar any action or claim to enforce the
terms of this Settlement Agreement.
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4. Representations
and Warranties of each LKI Party. In order to induce RBS and
ABN to enter into this Settlement Agreement, each LKI Party hereby represents
and warrants to each of RBS and ABN as follows and agrees that each of the said
representations and warranties shall be deemed to survive until full and
complete performance of this Settlement Agreement:
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a.
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Authority. The
execution, delivery and performance by each LKI Party of this Settlement
Agreement and the consummation of the transactions contemplated hereby
are: (i) within the power of such LKI Party and (ii) has been duly
authorized by all necessary actions on the part of such LKI Party pursuant
to the resolutions delivered by each LKI Party to RBS and ABN, which have
been duly adopted by the appropriate governing body of each LKI Party and
are continuing in effect.
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b.
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Enforceability. This
Settlement Agreement has been duly executed and delivered by each LKI
Party and constitutes a legal, valid and binding obligation of such LKI
Party, enforceable against such LKI Party in accordance with its terms,
except as may be limited by bankruptcy, insolvency or other governmental
rules of general application relating to or affecting the enforcement of
creditors’ rights generally and general principles of
equity.
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c.
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Non-Contravention. The
execution and delivery by each LKI Party of this Settlement Agreement and
the performance and consummation of the transactions contemplated hereby
do not violate (i) any law applicable to such LKI Party or (ii) any
provision of, or result in the breach or the acceleration of, or entitle
any other person to accelerate, any material contractual obligation of
such LKI Party.
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d.
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Approvals. No
consent, approval, order or authorization of, or registration, declaration
or filing with, any governmental authority or other person (including
equity holders of any person) is required in connection with the execution
and delivery of this Settlement Agreement by any LKI Party or the
performance or consummation of the transactions contemplated hereby,
except for those which have been made or obtained and are in full force
and effect.
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5. Representations
and Warranties of RBS. In order to induce the LKI Parties to
enter into this Settlement Agreement, RBS hereby represents and warrants to each
LKI Party (severally, and not jointly) as follows and agrees that each of the
said representations and warranties shall be deemed to survive until full and
complete performance of this Settlement Agreement:
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a.
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Authority. The
execution, delivery and performance by RBS of this Settlement Agreement
and the consummation of the transactions contemplated hereby are: (i)
within the power of RBS and (ii) has been duly authorized by all necessary
actions on the part of
RBS.
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b.
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Enforceability. This
Settlement Agreement has been duly executed and delivered by RBS and
constitutes a legal, valid and binding obligation of RBS, enforceable
against RBS in accordance with its terms, except as may be limited by
bankruptcy, insolvency or other governmental rules of general application
relating to or affecting the enforcement of creditors’ rights generally
and general principles of equity.
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c.
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Non-Contravention. The
execution and delivery by RBS of this Settlement Agreement and the
performance and consummation of the transactions contemplated hereby do
not violate (i) any law applicable to RBS or (ii) any provision of, or
result in the breach or the acceleration of, or entitle any other person
to accelerate, any material contractual obligation of
RBS.
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d.
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Approvals. No
consent, approval, order or authorization of, or registration, declaration
or filing with, any governmental authority or other person (including
equity holders of any person) is required in connection with the execution
and delivery of this Settlement Agreement by RBS or the performance or
consummation of the transactions contemplated hereby, except for those
which have been made or obtained and are in full force and
effect.
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6. Representations
and Warranties of ABN. In order to induce the LKI Parties to
enter into this Settlement Agreement, ABN hereby represents and warrants to each
LKI Party (severally, and not jointly) as follows and agrees that each of the
said representations and warranties shall be deemed to survive until full and
complete performance of this Settlement Agreement:
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a.
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Authority. The
execution, delivery and performance by ABN of this Settlement Agreement
and the consummation of the transactions contemplated hereby are: (i)
within the power of ABN and (ii) has been duly authorized by all necessary
actions on the part of ABN.
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b.
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Enforceability. This
Settlement Agreement has been duly executed and delivered by ABN and
constitutes a legal, valid and binding obligation of ABN, enforceable
against ABN in accordance with its terms, except as may be limited by
bankruptcy, insolvency or other governmental rules of general application
relating to or affecting the enforcement of creditors’ rights generally
and general principles of equity.
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c.
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Non-Contravention. The
execution and delivery by ABN of this Settlement Agreement and the
performance and consummation of the transactions contemplated hereby do
not violate (i) any law applicable to ABN or (ii) any provision of, or
result in the breach or the acceleration of, or entitle any other person
to accelerate, any material contractual obligation of
ABN.
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d.
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Approvals. No
consent, approval, order or authorization of, or registration, declaration
or filing with, any governmental authority or other person (including
equity holders of any person) is required in connection with the execution
and delivery of this Settlement Agreement by ABN or the performance or
consummation of the transactions contemplated hereby, except for those
which have been made or obtained and are in full force and
effect.
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7. Costs and
Expenses. Each Party shall bear its own costs and expenses
related to this Settlement Agreement, including attorneys’ fees incurred in
connection therewith.
8. No
Admission. This Settlement
Agreement is a settlement and compromise of disputed claims and does not
constitute and is not to be construed as a reflection or admission of any
wrongdoing, fault, or liability by any Party or of any of their parents,
subsidiaries, affiliates, current and former officers, directors, attorneys,
principals, members, representatives, agents, servants or
employees.
9. Disclosure. To
the extent required in the legal opinion of LKI’s counsel, LKI will file this
Settlement Agreement with the Securities Exchange Commission.
10. Representation
by Counsel. The Parties represent
and acknowledge that they have discussed this Settlement Agreement with legal
counsel; that they have read and understand all the provisions of this
Settlement Agreement; that they voluntarily enter into this Settlement
Agreement; and that they have the capacity to enter into this Settlement
Agreement.
11. Jointly
Drafted. This Settlement Agreement shall be considered as
drafted jointly by the Parties, and no ambiguity or uncertainty found in the
terms hereof shall be construed for or against either Party based on an
attribution of drafting to either Party.
12. Headings. The
headings used herein are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof.
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13. Choice of
Law; Jurisdiction. This Settlement Agreement shall be governed
by, and construed in accordance with, the internal laws of the State of New York
applicable to contracts executed and fully performed within the State of New
York. The Parties hereto irrevocably submit to the jurisdiction of
the New York Supreme Court, New York County, or the United States District Court
for the Southern District of New York with respect to any suit, action or
proceeding arising out of or relating to this Settlement Agreement.
14. Counterparts. This Settlement
Agreement may be executed and delivered (including, without limitation, by
facsimile transmission or other electronic means) in counterparts, each of which
shall be deemed an original, but all of which shall constitute the same
instrument.
15. Benefit
of Successors. This Settlement Agreement shall inure to the
benefit of the Parties hereto and their respective successors and
assigns.
16. Amendments,
Waivers, Etc. No amendment to or waiver of any provision of
this Settlement Agreement, nor consent to any departure by any Party of its
obligations under this Settlement Agreement, shall in any event be effective
unless the same shall be in writing and signed by the Parties affected by such
amendment, modification or waiver, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
17. No
Waiver. Nothing contained in this Settlement Agreement shall
be construed or interpreted, nor is it intended, as a waiver of or limitation of
any rights, powers, privileges or remedies that: (i) ABN or RBS may have with
respect to the ABN/RBS Obligations or the Gulfdiam Obligations against any party
other than the LKI Parties or (ii) any claims that any LKI Party may have
against any party other than ABN, The Royal Bank of Scotland N.V. or
RBS.
18. Third
Party Beneficiary. The Royal Bank of Scotland N.V. is a third
party beneficiary of this Settlement Agreement.
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19. Notices. All
notices, demands, or other communications hereunder shall be in writing and
shall be sent overnight mail to the following recipients, or to such other
recipients and addressees as the Parties may hereafter designate in
writing:
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To
LKI Parties:
Xxxxxx
Xxxxxx International Inc.
00
Xxxx 00xx
Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Xxxxxxx Xxxxxx
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With copies
to:
Xxxxxxx,
Xxxxxxxxx LLP
0
Xxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Xxxxxxxxxxx X. Xxxxxxxx, Esq.
Fax: (000)
000-0000
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To
ABN:
ABN
AMRO Bank X.X.
Xxxxxxxxxxxxx
00, Xxxxxxxxx
Postbus
283, 1000 EA, Amsterdam
AA
3532
Attention:
Xxxxx Xxx
Email:
xxxxx.xxx@xx.xxxxxxx.xxx
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With copies
to:
Xxxxxx,
Xxxxxxxxxx & Xxxxxxxxx LLP
00
Xxxx 00xx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Xxxx Xxxxxx, Esq.
Fax: (000)
000-0000
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To
RBS:
The
Royal Bank of Scotland plc
Head
of Legal, GBM
000
Xxxxxxxxxxx
Xxxxxx
XX0X 0XX
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With copies
to:
Xxxxxx,
Xxxxxxxxxx & Xxxxxxxxx LLP
00
Xxxx 00xx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Xxxx Xxxxxx, Esq.
Fax: (000)
000-0000
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IN
WITNESS WHEREOF, the Parties have executed this Settlement Agreement as of the
date written above.
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XXXXXX
XXXXXX INTERNATIONAL INC.
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By:______________________________
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Name:___________________________
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Title:
____________________________
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XXXXXX
XXXXXX EUROPE INC.
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By:______________________________
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Name:___________________________
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Title:
____________________________
|
|
|
XXXXXX
XXXXXX AFRICA INC.
|
|
|
By:______________________________
|
|
|
Name:___________________________
|
|
|
Title:
____________________________
|
|
|
XXXXXX
XXXXXX JAPAN INC.
|
|
|
By:______________________________
|
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|
Name:___________________________
|
|
|
Title:
____________________________
|
|
ABN
AMRO BANK N.V.
|
|
|
By:______________________________
|
|
|
Name:___________________________
|
|
|
Title:
____________________________
|
|
|
By:______________________________
|
|
|
Name:___________________________
|
|
|
Title:
____________________________
|
|
THE
ROYAL BANK OF SCOTLAND PLC
|
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By:______________________________
|
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Name:___________________________
|
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Title:
____________________________
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Annex A
Wire
Instructions
Beneficiary's
bank:
ABN AMRO
Bank N.V. (Belgium Branch)
Xxxxxxxxxxxxxx
00-00
0000
Xxxxxxx, Xxxxxxx
Swift
Address:
XXXXXX0XXXX
Account
beneficiary:
XX00000000000000
Name/
Address Beneficiary:
ABN AMRO
INT US LOAN ACC
Xxxxxxxxxxxxxx
00-00
0000
Xxxxxxx, Xxxxxxx
Details
of payment:
Agreement
dated 26 October 2010
