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EXHIBIT 5
SETTLEMENT AGREEMENT REGARDING CLAIM OF
WESTINGHOUSE ELECTRIC CORPORATION
THIS SETTLEMENT AGREEMENT ("Settlement Agreement") is entered into by the
Official Creditors' Committee for CSI Enterprises, Inc. and the
Jointly-Administered Debtors (the "Committee") on behalf of Xxxx X. Xxxxxx
("Xxxxxx"), CSI Enterprises, Inc. ("CSI"), NUEXCO Trading Corporation ("NTC"),
Energy Fuels Exploration Company ("EFEX"), Energy Fuels, Ltd. ("EFL"), and
Energy Fuels Mining Joint Venture ("EFMJV") (collectively, the "Bankruptcy
Estates") by and through their undersigned counsel and Westinghouse Electric
Corporation ("Westinghouse").
RECITALS
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A. On February 23, 1995, Xxxxxx, CSI, NTC, EFEX and EFL filed the
above-captioned cases under chapter 11 of the United States Bankruptcy Code
(the "Case(s)") in the Bankruptcy Court for the District of Colorado (the
"Bankruptcy Court"). The Xxxxxx, CSI, NTC, EFEX and EFL Cases are
jointly-administered under chapter 11 Case No. 95-11642-CEM. On August 12, 1996,
EFMJV filed a case under chapter 11 of the Bankruptcy Code and on August 22,
1996, the Bankruptcy Court ordered the EFMJV Case to be jointly administered
with the Xxxxxx, CSI, NTC, EFEX and EFL Cases.
B. On September 6, 1995, Westinghouse filed Proofs of Claim against the
Xxxxxx Estate in the amount of $8,230,683 designated as Claim No. 52 and against
the NTC Estate in the amount of $8,271,485 designated as Claim No. 78 (the
"Westinghouse Claim").
C. The Committee and Westinghouse have been actively engaged in
settlement discussions and desire to resolve all disputes regarding the
Westinghouse Claim by entering into this Settlement Agreement.
SETTLEMENT AGREEMENT
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NOW, THEREFORE, the Committee and Westinghouse agree as follows:
1. Allowance of Claims. Westinghouse shall be allowed (i) a
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pre-petition, general unsecured claim against the NTC Estate of $8,634,545 (the
"NTC Allowed Claim") and (ii) a pre-petition, partially secured claim against
the Xxxxxx Estate in the amount of $8,360,374 (the "Xxxxxx Allowed Claim" and
together with the NTC Allowed Claim, the "Allowed Claims") in full and complete
satisfaction of the Westinghouse Claim. The Xxxxxx Allowed Claim
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is secured by 736,842 shares of stock in Uranium Resources, Inc. ("URI") and
1,239,793 shares of stock in Ramtron which shall be applied to reduce the
Xxxxxx Allowed Claim. The Allowed Claims represent all claims Westinghouse
holds against the Bankruptcy Estates and any other claims or scheduled amounts
against any of the Bankruptcy Estates shall be disallowed. The Allowed Claims
shall be calculated as follows:
Obligation NTC Xxxxxx
---------- --- ------
Principal $7,803,913 $7,803,913
Pre-petition interest 426,770 426,770
Post-petition interest -0- 663,332
Cylinder Washing 40,802 -0-
Cash Preference 200,000 -0-
Uranium Preference 163,060 -0-
---------- ----------
Subtotal: $8,634,545 $8,894,015
Less 6% discount -0- 533,641
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Total: $8,634,545 $8,360,374
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2. Preference Return. Westinghouse acknowledges that it received a
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preference in the amount of $363,060 (the "Preference Amount") which shall be
recovered as set forth in paragraph 5 below. The NTC Allowed Claim shall be
increased by the Preference Amount. Westinghouse shall fund repayment of the
Preference Amount solely from the proceeds of the liquidation of the collateral
held by it as set forth in paragraph 5 below. The preference recovery has been
taken into account in determining the amount of the Allowed Claims in paragraph
1 by increasing the NTC Allowed Claim, but not the Xxxxxx Allowed Claim.
3. Adjustment to Guarantees Against the Bankruptcy Estates. Westinghouse
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is the beneficiary of a Guaranty executed by Xxxxxx. The amount of the Xxxxxx
Allowed Claims have been reduced by six percent (6%) to account for a
compromise between Westinghouse and the Xxxxxx Estate in respect of the
Guaranty and in consideration of the waiver by the Estates of potential
fraudulent conveyance claims against Westinghouse.
4. Interest and Attorneys' Fees. Westinghouse shall receive pre-petition
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interest of $853,540 and post-petition interest of
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$663,332 (which constitutes post-petition interest through February 23, 1996
accrued against the Xxxxxx Estate) as part of its Allowed Claims. No interest
shall accrue after February 23, 1996 through the Effective Date as defined in
the Plan of Reorganization for the Jointly Administered Debtors (the "Plan").
Interest will then accrue from and after the Effective Date at _____ percent
per annum. Westinghouse shall not receive any use charges or attorneys' fees.
5. Distribution on Secured Guaranty. The URI and Ramtron stock shall be
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sold at a public or private sale by Westinghouse. The URI stock has been
liquidated at $9.54 per share, generating sale proceeds of $7,029,473, which
shall be applied in full to the Xxxxxx Allowed Claim. The Estates have the right
to purchase the Ramtron stock from Westinghouse by paying to Westinghouse the
amount of the secured portion of the Xxxxxx Allowed Claims plus (if not already
repaid) the Preference Amount.
The parties hereto agree to permit Westinghouse and the Estates to
receive the proceeds of the URI and Ramtron stock. Westinghouse will consult
with and obtain the opinion of the Blackstone Group prior to consummating the
sale of the Ramtron stock. The proceeds of the sale of the URI stock have been
distributed to Westinghouse. The proceeds of the sale of the Ramtron stock
shall be allocated (i) first, to the costs of sale, (ii) then, to the NTC
Estate, until the NTC Estate shall have received $363,060, (iii) then, to
Westinghouse, until the secured portion of the Xxxxxx Allowed Claim shall be
satisfied, and (iv) finally, any excess shall be paid to the Xxxxxx Estate. Upon
satisfaction of the secured portion of the Xxxxxx Allowed Claim, the NTC
Allowed Claim shall be disallowed.
6. Release of Claims. The Bankruptcy Estates by this Settlement
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Agreement shall be deemed to release all other avoidance actions or claims
except as expressly provided herein against Westinghouse. Westinghouse shall
release all claims against the Bankruptcy Estates, the Committee and their
respective professionals except to the extent of the claims allowed herein.
7. Bankruptcy Court Approval. The parties agree that this Settlement
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Agreement is contingent upon approval by the Bankruptcy Court and entry of an
order granting the Committee's Motion for Approval of the Settlement Agreement.
8. Dismissal of Ancillary Actions. The Order approving this Settlement
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Agreement also shall dismiss any and all pending contested matters or adversary
proceedings between the Bankruptcy Estates, the Committee, and Westinghouse.
9. Consent to Settlement Agreement. The Bankruptcy Estates and the
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Committee are fully apprised of the merits of the Westinghouse Claim, support
the approval of this Settlement
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Agreement, and waive any notice of this Settlement Agreement that may be
required.
10. Representations. The parties represent that they are the proper
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parties to enter into this Settlement Agreement and that, other than Bankruptcy
Court approval, they possess all requisite power and authority to enter into
this Settlement Agreement, through their respective attorneys. Westinghouse
further represents that it is the only party entitled to receive payment with
respect to the Westinghouse Claim, that it owns the Westinghouse Claim and that
it has not assigned the Westinghouse Claim.
11. Waiver of Notice. The parties agree that they will request the
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Bankruptcy Court to enter an order approving the Settlement Agreement without
further notice or hearing to expedite confirmation of the Plan or any of the
Bankruptcy Estates' plan(s) of reorganization.
12. Further Assurances. The parties agree that they will cooperate in
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executing all documents necessary to effectuate this Settlement Agreement.
13. Integration and Amendment. This Settlement Agreement constitutes the
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entire agreement entered into by the parties regarding the subject matter
hereof and may not be amended, altered, modified or otherwise changed except by
writing executed by a duly authorized representative of each of the parties
hereto. Any material modification shall be subject to the approval of the
Bankruptcy Court. This Settlement Agreement shall in no event be construed or
deemed to be evidence of any admission on the part of anyone.
14. Counterparts. This Settlement Agreement may be executed in any
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number of counterparts, each of which shall be an original, and all of which
when taken together shall constitute one and the same document.
15. Governing Law. This Settlement Agreement shall be governed by and
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construed in accordance with the laws of the State of Colorado, except to the
extent that it is governed by the United States Bankruptcy law.
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16. Jurisdiction and Venue. The Bankruptcy Court shall have jurisdiction
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to resolve all disputes concerning the interpretation and enforcement of this
Settlement Agreement.
DATED this ___th day of _____________, 1997.
SETTLED AND AGREED TO BY:
LeBOEUF, LAMB, XXXXXX & XxxXxx, L.L.P.
BY: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxx, #3399
Xxxxx X. Xxxxxxxxxx, #14554
Xxxxxx X. Xxx, CA Bar No. 139110
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ATTORNEYS FOR THE OFFICIAL JOINT
CREDITORS' COMMITTEE
WESTINGHOUSE ELECTRIC CORPORATION
BY: /s/ X. X. Xxxxxx
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X. X. Xxxxxx
Title: Director, Business Unit Credit
0000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ATTORNEYS FOR WESTINGHOUSE ELECTRIC
CORPORATION
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