Exhibit 10.23
AGREEMENT
This Agreement (the "Agreement") is executed this ___day of June, 2001,
as agreed to by the parties on or before March 31, 2001, by and between Azul
Holdings Inc., a Delaware corporation ("Azul"), and Tudor Trust, a trust of
which Xxxxxxx X. Xxxxxx is the sole trustee and current beneficiary ("Tudor
Trust").
1. Recitals.
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(a) On January 19, 2001, the secured lenders (the "Secured
Lenders," including Tudor Trust and Azul) of PlazaBlue Inc., a Delaware
corporation ("PlazaBlue"), completed their acquisition at a foreclosure sale of
all of the assets of PlazaBlue.
(b) By assignments dated effective as of January 19, 2001, the
Secured Lenders assigned to 2001 Investments LLC, a Colorado limited liability
company ("2001 Investments,") their interests in all of the assets of PlazaBlue
acquired pursuant to the foreclosure sale.
(c) Pursuant to the terms of this Agreement, Azul desires to
transfer all of its membership units in 2001 Investments (the "Units") to Tudor
Trust at Azul's cost for the Units plus interest accrued thereon in
consideration for a reduction in like amount of certain indebtedness that Azul
currently owes to Tudor Trust.
2. Purchase and Sale. Azul hereby assigns, sells and transfers to Tudor
Trust the Units at Azul's acquisition cost for the Units of $2,450,000.00 plus
interest accrued thereon at the rate of 10% per annum compounded annually from
July 1, 2000 to January 19, 2001, for a total of $2,562,465.28, together with
interest accrued thereon at the rate of 8% per annum for the period January 20,
2001 to March 31, 2001, for a total value of $2,602,341.40, in consideration for
a reduction in like amount of Azul's indebtedness to Tudor Trust resulting from
advances made by Tudor Trust to Azul after June 19, 2000 pursuant to the Fourth
Amendment to the Second Amended and Restated Secured Advance Facility Loan
Agreement between Azul and Tudor Trust dated effective as of June 19, 2000. Such
assignment, sale and transfer shall include all of Azul's right, title and
interest in and with respect to the Units.
Azul represents and warrants that it is the owner of the Units free and
clear of all liens, encumbrances and restrictions other than those imposed by
the Operating Agreement of 2001 Investments. Azul and Tudor Trust each
represents and warrants to the other that its performance of this Agreement has
been duly approved in accordance with its respective governing documents.
3. Miscellaneous Provisions.
(a) This Agreement represents the entire agreement between Tudor
Trust and Azul with respect to the subject matter herein.
(b) This Agreement shall be governed by the laws of the State of
Colorado.
(c) This Agreement shall be binding upon and inure to the benefit
of Azul and Tudor Trust and their respect successors, heirs and assigns.
(d) This Agreement may be executed by facsimile.
TUDOR TRUST
By:___________________________
Xxxxxxx X. Xxxxxx, sole trustee
AZUL HOLDINGS INC.,
a Delaware corporation
By: /S/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx, Vice President
and Chief Financial Officer
