RELEASE AGREEMENT
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THIS RELEASE AGREEMENT (the "Agreement"), is made as of December 6,
1999 by and among ZIONS CREDIT CORPORATION, VDC COMMUNICATIONS, INC. AND VDC
TELECOMMUNICATIONS, INC.
RECITALS:
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WHEREAS, the parties to this Agreement wish to resolve certain matters
between them.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements set forth in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties agree as follows:
1. Payment. Contemporaneously with the delivery of this
Agreement to Zions Credit Corporation ("Zions"), VDC Communications, Inc.
("VDC") and VDC Telecommunications, Inc. ("VDC Telecommunications") shall
deliver to Zions an aggregate of TEN DOLLARS ($10.00).
2. Release and Certain Covenants.
2.1 Zions and all of its subsidiaries, affiliates,
officers, directors, shareholders, agents, attorneys, representatives,
predecessors, successors and assigns, do hereby fully and forever remise,
release, acquit and forever discharge VDC, VDC Telecommunications and their
parent corporations, subsidiaries, affiliates, predecessors, successors,
assigns, and all of their present and former officers, directors, shareholders,
employees, agents, representatives, attorneys, insurers, and all of the
foregoing's present and former officers, directors, partners, principals,
employees, shareholders, trustees, attorneys, insurers, and their respective
spouses, successors, heirs, executors, estates, administrators, representatives,
attorneys and agents (collectively, the "Released Parties"), from and against
all claims, causes of action, demands, or suits of any kind, known or unknown,
arising out of or related in any way to the Master Finance Lease by and between
Zions, VDC Corporation Ltd. and VDC Telecommunications, dated November 3, 1998
(including an Equipment Schedule by and between Zions, VDC and VDC
Telecommunications dated November 3, 1998) which Zions, its subsidiaries,
affiliates, officers, directors, shareholders, agents, attorneys,
representatives, predecessors, successors and/or assigns had, now have, or may
in the future have whatsoever, in law or in equity or otherwise.
2.2 Zions for itself and each of its subsidiaries,
affiliates, officers, directors, shareholders, agents, attorneys,
representatives, predecessors, successors and assigns covenants and agrees that
neither it, nor any person, organization or other entity on its or their behalf,
will file, charge, claim, xxx or cause or permit to be filed, charged or claimed
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any action for legal or equitable relief (including damages, injunctive,
declaratory, monetary or other relief) involving any matter within the scope of
the Release in Section 2.
2.3 Zions for itself and each of its subsidiaries,
affiliates, officers, directors, shareholders, agents, attorneys,
representatives, predecessors, successors and assigns covenants and agrees that
neither it, nor any person, organization or other entity on its or their behalf
will provide any assistance or advisory services efforts (unless required by law
or compelled by legal process) to any third parties in connection with any
disputes, claims or legal proceedings between such third parties and the
Released Parties, or any one of them.
2.4 Zions represents and warrants that: (1) the
execution, delivery and performance of this Agreement are within the powers of
Zions, have been duly authorized and will not constitute or result in a breach
or default under, or conflict with, any order, ruling or regulation of any court
or other tribunal or of any governmental commission or agency, or any agreement
or other undertaking, to which Zions is a party or by which it is bound; this
Agreement constitutes the legal, valid and binding obligation of Zions,
enforceable in accordance with its terms; and (2) Zions has not sold, assigned,
transferred, conveyed, or otherwise disposed of any of the claims within the
scope of the Release in Section 2.
2.5 Zions shall indemnify and hold harmless the Released
Parties, and each one of them, from and against all damages, expenses, costs and
attorneys' fees which the Released Parties, or any one of them, may suffer or
incur by reason of breach of any of the provisions of this Agreement or the
inaccuracy of Section 2.4 hereof.
3. Miscellaneous.
3.1 If any provision of this Agreement is held invalid
or unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
3.2 This Agreement may not be changed except in writing
signed by the person(s) against whose interest such change shall operate.
3.3 This Agreement shall be construed in accordance with
the laws of the State of Connecticut. Zions acknowledges that it has read this
Agreement and has received the advice of counsel with respect hereto.
3.4 This Agreement may be executed by facsimile
signature.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Sworn and Subscribed to ZIONS CREDIT CORPORATION
before me this 6th day of
December, 1999. By:/s/Xxxxxx Xxxxxx
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Signature
Xxxxxx Xxxxxx
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Print Name
/s/ unreadable
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Notary Public VP
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Title
Sworn and Subscribed to VDC COMMUNICATIONS, INC.
before me this 6th day of
December, 1999. By:/s/ Xxxxxxxxx X. Xxxxx
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Xxxxxxxxx X. Xxxxx
Chairman & CEO
/s/ Xxxx Xxxxx
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Notary Public
Sworn and Subscribed to VDC TELECOMMUNICATIONS, INC.
before me this 6th day of
December, 1999 By:/s/ Xxxxxxxxx X. Xxxxx
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Xxxxxxxxx X. Xxxxx
President
/s/ Xxxx Xxxxx
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Notary Public
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