SETTLEMENT AGREEMENT AND RELEASE by and between HOUSING CAPITAL
CORPORATION, a New York corporation ("HCC"), THE XXXXXXXX XXXXXXXX GROUP, INC.,
a Maryland corporation ("AS Group"), XXXXXX X. XXXXXXXX ("Xxxxxxxx") and R. XXXX
XXXXXXXX ("Xxxxxxxx") dated the 10th day of June, 1996.
WHEREAS, HHC and AS Group are parties to a partnership agreement of
STONELEDGE ASSOCIATES ("Stoneledge") made as of April 10, 1989 (the
"Agreement"); and
WHEREAS, HHC and AS Group (collectively the "Partners") are the only
partners in Stoneledge; and
WHEREAS, pursuant to Section 7.3.2 of the Agreement, the Partners agreed
that losses shall be borne 50% by each Partner; and
WHEREAS, the Partners have acknowledged that the losses (as contemplated
by the provisions of Section 7.3.2 of the Agreement) as recorded on the books of
Stoneledge are, as of the date hereof, approximately $1,500,000 (such $1,500,000
being hereinafter called the "Known to Date Losses"), all of which has been
borne by HCC; resulting in AS Group owing approximately $750,000 to HCC; and
WHEREAS, Xxxxxxxx and Xxxxxxxx, the holders of 100% of the capital stock of AS
Group, have pursuant to a guaranty agreement made as of April 10, 1989 (the
"Guaranty") agreed to guaranty the obligations of AS Group under the Agreement.
NOW, THEREFORE, the parties agree as follows:
In consideration of the sum of Ten Dollars and other good and valuable
consideration received from Xxxxxxxx and Xxxxxxxx, receipt and sufficiency of
which is hereby acknowledged as complete accord and satisfaction, HCC releases
and discharges AS Group, Xxxxxxxx and Xxxxxxxx and their heirs, executors,
officers, directors, stockholders, successors and assigns (collectively
"RELEASEES") from any and all losses, expenses, claims, sums of money and
damages of any kind or nature ("Claims"), which HCC ever had, now have or
hereafter can have against RELEASEES pursuant to both the Agreement and the
Guaranty solely with respect to the Known to Date Losses and not with respect to
any other Claims which HCC may have under the Agreement and/or the Guaranty.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date above written.
HOUSING CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
THE XXXXXXXX XXXXXXXX GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, President
By: /s/ R. Xxxx Xxxxxxxx
--------------------
R. Xxxx Xxxxxxxx
AGREEMENT
The undersigned agree that in consideration of the execution by Housing
Capital Corporation of the Settlement Agreement and Release, a copy of which is
annexed hereto, Housing Capital Corporation and Stoneledge Associates shall have
no obligations whatsoever to the undersigned pursuant to an indemnification
agreement, a copy of which is annexed hereto, with respect to any payments made
to Maryland National Bank, including a $75,000 payment made pursuant to the
terms of a Forebearance Agreement dated June 30, 1992.
/s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx
/s/ R. Xxxx Xxxxxxxx
--------------------
R. Xxxx Xxxxxxxx
