Exhibit 10.31
SETTLEMENT AGREEMENT
AND
COMPLETE AND PERMANENT RELEASE
This Settlement Agreement and Complete and Permanent Release (the
"Agreement") is dated as of July 8, 1998, by and among AAF-XxXxxx Inc.,
("AMI"), AAF-XxXxxx Holdings, Inc. ("AHI"), O.Y.L. Industries Berhad ("OYL"),
Xxxxxxx X. Xxxxxx ("Xxxxxx"), Xxxxxxx X. Xxxxxx ("Xxx. Xxxxxx"), Xxxxxxx
Xxxxx ("Xxxxx"), Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxx, Xxxx X.
Xxxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxx, and Xxxxxxx X. Xxxxxxxxxx
(collectively, the "NEPI Holders, and together with AMI, OYL, Xxxxxx, Xxx.
Xxxxxx, and Xxxxx, the "Parties").
WHEREAS, OYL, Xxxxxx, certain parties referred to as "Sellers,"
SnyderGeneral Corporation ("SGC"), Caolo, and the NEPI Holders entered into
that certain Stock Purchase Agreement, dated as of March 31, 1994 (the
"SPA");
WHEREAS, SGC, SnyderGeneral Holding Company ("SGHC"), Xxxxxx, Xxx.
Xxxxxx, and the Sellers entered into that certain Tax Indemnification
Agreement, dated May 2, 1994 (the "TIA"), and certain parties entered into
that Income Tax Sharing Agreement, dated May 2, 1994 (the "TSA");
WHEREAS, pursuant to the terms of the SPA, SGC issued a promissory note,
dated May 2, 1994, in the principal amount of $11,500,000 (the "Promissory
Note") for the benefit of the persons listed on Exhibit A thereto;
WHEREAS, SGC and SGH subsequently
changed their names to "AAF-XxXxxx Inc." and "AAF-XxXxxx Holdings, Inc.,"
respectively;
WHEREAS, the Promissory Note is currently being held, together with a
related Letter of Credit (herein so-called), by Bank One, Texas, N.A., as
Paying Agent,
pursuant to the Paying Agent Agreement (the "PAA") dated May 2, 1994, by and
among OYL, Snyder, Caolo, the NEPI Holders and Bank One;
WHEREAS, the Parties have asserted certain claims and counterclaims
regarding the SPA and the documents related thereto, including the TIA, in an
arbitration before the Dallas Office of the American Arbitration Association,
Case No. 71-168-00036-97 (the "Arbitration");
WHEREAS, bona fide disputes and controversies exist between the Parties
regarding the claims and counterclaims in the Arbitration, the SPA, the
documents related thereto, including the TIA and the Promissory Note, and by
reason of such disputes and controversies, the Parties desire to (i) amend
and restate the TIA and (ii) finally, fully, and completely compromise,
settle and release any and all claims and causes of action of any kind
whatsoever that were asserted, or could have been asserted, by any party in
the Arbitration or in any separate arbitration or judicial proceeding,
arising out of or related to the allegations, events, and/or transactions
described in the Arbitration or relating to the SPA, the documents related
thereto, including the TIA, the PAA, or Promissory Note except as otherwise
provided herein; and
WHEREAS, the Parties intend that the full terms and conditions
of compromise, settlement and release be set forth in this Agreement;
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NOW THEREFORE, in consideration of the recitals set forth above, and the
additional promises and consideration stated herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties do hereby agree to finally, fully, and completely
compromise, settle and release their disputes as follows:
MONETARY TERMS
1.1 Settlement Payment. AMI will pay (i) $10,500,000 cash plus (ii)
$13,416.67 cash, which represents the interest accrued on the Promissory Note
from July 2, 1998, to the date of the final settlement (the "Settlement
Payment").
1.2 Payment Method. AMI will pay (i) $885,696.32 (the amount of actual
fees and expenses incurred by Xxxxxx in the Arbitration) in cash directly to,
and for the sole benefit of, Xxxxxx and (ii) the remaining $9,627,720.35 of
the Settlement Payment in cash directly to, and for the individual benefit
of, Snyder, Caolo, and the NEPI Holders in accordance with their respective
offset percentages (as such term is defined on Schedule A to the Promissory
Note), all as set forth on Exhibit A hereto.
OTHER CONSIDERATION
2.1 Relinquishment of Promissory Note. As consideration for the payment
and receipt of the Settlement Payment, OYL and Xxxxxx will execute the
Instruction Letter attached hereto as Exhibit B authorizing the Paying Agent
to return the Promissory Note and the Letter of Credit to AMI.
2.2 Amended and Restated Tax Indemnification Agreement. As additional
consideration for the payment and receipt of the Settlement Payment, AMI (as
successor-in-interest to SGC), AHI (as successor-in-interest to SGH), Xxxxxx,
Xxx. Xxxxxx, and the Sellers will execute the Amended and Restated Tax
Indemnification Agreement attached as Exhibit C
3
hereto.
2.3 Termination of Rights and Obligations under the Stock Purchase
Agreement. As additional consideration for the payment and receipt of the
Settlement Payment, the Parties agree and acknowledge that the SPA and PAA
are terminated, and all rights, benefits, burdens, obligations and duties
under such agreements have no further force and effect; provided, however,
that the provisions in section 10.3(a) of the SPA shall remain in effect.
Accordingly, the Parties agree and acknowledge that the TSA has no further
force and effect.
RELEASES
3.1 Release by OYL, AMI, and AHI. OYL, AMI, AHI, and their respective
current and former employees, officers, directors, shareholders, affiliates,
incorporators, successors, predecessors, partners, parent companies,
subsidiaries, assigns, executors, agents, advisors, investment bankers,
attorneys, and representatives of any kind (collectively, "Related Parties"),
if any, by this Agreement, hereby forever RELEASE, SURRENDER, REMISE, ACQUIT,
and FOREVER DISCHARGE Xxxxxx, Xxx. Xxxxxx, Xxxxx, the XXXX Holders, and their
respective Related Parties, if any, from any and all claims, demands,
damages, entitlements, actions, causes of action, suits in equity,
liabilities, debts, accounts, costs, expenses, setoffs, contributions,
payments, bills, promises, covenants or warranties of any kind or nature
(whether past, present, future, currently accrued, unaccrued, known or
unknown), and whether permanent, continuing, or otherwise, that relate to or
arise from the Arbitration, the SPA, the TIA, the PAA, or the Promissory
Note, INCLUDING, WITHOUT LIMITATION, ANY AND ALL STATUTORY AND COMMON LAW
CLAIMS FOR BREACH OF EXPRESS OR IMPLIED CONTRACT, CLAIMS FOR INDEMNITY OR
RECOVERIES, PAYMENTS DUE AND OWING, MONIES HAD AND RECEIVED,
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QUANTUM MERUIT, ACCOUNTING PRINCIPLES OF ANY KIND, BREACH OF FIDUCIARY DUTY,
NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FRAUD, CONSTRUCTIVE FRAUD, FRAUDULENT
INDUCEMENT, FRAUDULENT MISREPRESENTATION, FRAUDULENT TRANSFER, BREACH OF THE
IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING, OR CONVERSION BUT SPECIFICALLY
EXCLUDING ANY CLAIMS ARISING UNDER THIS AGREEMENT OR THE AMENDED AND RESTATED
TAX INDEMNIFICATION AGREEMENT.
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3.2 Release by Xxxxxx, Xxx. Xxxxxx, Xxxxx, and the NEPI Holders. Xxxxxx,
Xxx. Xxxxxx, Xxxxx, the XXXX Holders, and their respective Related Parties,
if any, by this Agreement hereby forever RELEASE, SURRENDER, REMISE, ACQUIT,
AND FOREVER DISCHARGE OYL, AMI, AHI, and their Related Parties, if any, from
any and all claims, demands, damages, entitlements, actions, causes of
action, suits in equity, liabilities, debts, accounts, costs, expenses,
setoffs, contributions, payments, bills, promises, covenants or warranties
(whether past, present, future, currently accrued, unaccrued, known or
unknown), and whether permanent, continuing, or otherwise, that relate to or
arise from the Arbitration, the SPA, the TIA, the PAA, and the Promissory
Note, INCLUDING, WITHOUT LIMITATION, ANY AND ALL STATUTORY AND COMMON LAW
CLAIMS FOR BREACH OF EXPRESS OR IMPLIED CONTRACT, CLAIMS FOR INDEMNITY OR
RECOVERIES, PAYMENTS DUE AND OWING, MONIES HAD AND RECEIVED, QUANTUM MERUIT,
ACCOUNTING PRINCIPLES OF ANY KIND, BREACH OF FIDUCIARY DUTY, NEGLIGENCE,
NEGLIGENT MISREPRESENTATION, FRAUD, CONSTRUCTIVE FRAUD, FRAUDULENT
INDUCEMENT, FRAUDULENT MISREPRESENTATION, FRAUDULENT TRANSFER, BREACH OF THE
IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING, OR CONVERSION BUT
SPECIFICALLY EXCLUDING ANY CLAIMS OR DEMANDS ARISING UNDER THIS AGREEMENT,
THE AMENDED AND RESTATED TAX INDEMNIFICATION AGREEMENT, ANY EXECUTIVE
EMPLOYMENT AND COMPENSATION AGREEMENTS (AS MODIFIED), AND ANY RIGHTS OF
INDEMNITY (INCLUDING RIGHTS FOR PAYMENT OF COSTS OF DEFENSE) WITH REGARD TO
THIRD-PARTY CLAIMS THAT ANY FORMER OFFICER OR DIRECTOR OF SGC OR SGH MAY HAVE
AGAINST AMI OR AGAINST ANY INSURANCE CARRIER.
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INDEMNIFICATION
4.1 Each Party represents that they have not made any assignment of any
claims described herein and that they know of no person or entity that
intends to assert a claim by, through, under, or on behalf of such Party. TO
THE EXTENT THAT ANY CLAIM MAY BE BROUGHT AGAINST A PARTY BY PERSONS OR
ENTITIES CLAIMING BY, THROUGH, OR UNDER A PARTY, THE PARTY THROUGH WHICH SUCH
CLAIM IS BROUGHT AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OTHER
PARTIES (AND ANY PERSON OR ENTITY ASSOCIATED WITH SUCH PARTY THAT IS
DESCRIBED IN THIS AGREEMENT) FROM ANY COSTS OR EXPENSES, INCLUDING LEGAL
FEES, COURT COSTS, ARBITRATION FEES, JUDGMENTS, OR REASONABLE SETTLEMENT
PAYMENTS ARISING FROM SUCH CLAIMS.
CONDITIONAL ASSIGNMENT
5.1 In the event that any of the claims undertaken herein to be released
by the Parties are not, for any reason, fully, effectively, and finally
released and extinguished hereby, each Party hereby irrevocably assigns and
conveys such claims that they have to the other party, or their successors or
assigns. Any conditional assignment pursuant to this paragraph will not
relieve the party giving the assignment of any other obligation under this
Agreement, including the defense and indemnity obligations of Paragraph 4.1.
OTHER COVENANTS
6.1 No Admission of Fault. Neither the execution of this Agreement nor
compliance with its terms shall constitute an admission of any fault or
liability on the part of any of the Parties, or any of their Related Parties,
all such liability being expressly denied.
6.2 Reliance on Legal Counsel. The Parties have been advised to consult
7
with an attorney prior to executing this Agreement and hereby acknowledge that
they have done so. The Parties acknowledge and represent that they have been
given a reasonable period of time to consider and execute this Agreement. The
Parties further agree that this Agreement will be deemed to be a joint drafting
effort and will not be construed against any Party.
6.3 Authority. Each Party hereby represents and warrants to the other
Parties that (i) such Party has full power and authority to execute, deliver
and perform this Agreement, (ii) the execution, delivery and performance of
this Agreement has been approved by all requisite action on the part of such
Party, and (iii) this Agreement has been executed and delivered on behalf of
such Party by their duly authorized agent and constitutes the valid and
binding obligation of such Party enforceable in accordance with its terms.
The individual signing on behalf of any non-individual Party represents to
the other Parties they are fully authorized to sign and enter into this
Agreement on behalf of the corporation for which they are signing, that they
are legally competent to execute this Agreement and that they do so of their
own free will and accord and without reliance on any representation of any
kind or character not expressly set forth herein. Each such individual
further acknowledges that they understand that each of the Parties is signing
this Agreement and agreeing hereto based upon the truth of the foregoing
representations and that otherwise the Parties would not sign or enter into
this Agreement or take any action based upon this Agreement.
6.4 Warranties. Each Party warrants to the other Parties that it has read
this Agreement and fully understands it to be a compromise, settlement and
release of all claims described herein, that the Party may have or claim
against the other Parties and any person or entity associated with the
Parties that is named or described in this Agreement. Each Party further
warrants and represents that there has been no representations, promises,
agreements, or inducements made to such Party in executing this Agreement
except as set forth expressly
8
and specifically in the Agreement. Each Party warrants that it is not relying
upon any statement or representation of any agent of the Parties being released,
but rather is relying upon his or her own judgment.
6.5 Further Assurances. The Parties agree that they will, from time to
time, execute, acknowledge, and deliver, or cause to be executed,
acknowledged, and delivered, instruments, agreements, waivers, releases, and
other documents as may be reasonably requested in order to further the
compromise, settlements and release described in this Agreement.
CONSTRUCTION
7.1 Liberal Construction. Any release or consent given in this Agreement
shall be construed liberally in favor of the Party benefitting from the
release or consent, any rule of construction to the contrary notwithstanding.
7.2 Contractual Terms. It is understood and agreed that the terms of this
Agreement are contractual and not merely recitals, and that the agreements
contained herein and the consideration transferred hereby is to compromise,
settle and release all disputed claims of the Parties arising out of the
subject matter hereof and to avoid continued arbitration or litigation.
7.3 Severability and Savings Clause. This Agreement shall be construed so
far as possible to make each and all of its terms enforceable. Should any
term or provision be held to be unenforceable, such declaration shall have no
effect on the remaining provisions of this Agreement and the unenforceable
term or provision shall be severed and shall have no legal force or effect
and the remainder of this Agreement shall remain in full force and effect.
7.4 Integration Clause. This Agreement integrates the whole of all
9
agreements and understandings and other dealings of any sort or character
between the Parties concerning the subject matter hereof, and supersedes all
prior negotiations, discussions, or agreements of any sort whatsoever relating
to the subject matter hereof, or any claims that might have ever been made by
one Party against any opposing Party arising out of the subject matter hereof.
THERE ARE NO UNWRITTEN ORAL OR VERBAL UNDERSTANDINGS, AGREEMENTS, OR
REPRESENTATIONS OF ANY SORT WHATSOEVER, IT BEING STIPULATED THAT THE RIGHTS OF
THE PARTIES AGAINST ANY OPPOSING PARTY SHALL BE GOVERNED EXCLUSIVELY BY THIS
AGREEMENT.
7.5 GOVERNING LAW AND VENUE. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF TEXAS, EXCEPT THAT
ANY CONFLICT OF LAWS RULE REQUIRING REFERENCE TO THE LAWS OF ANOTHER
JURISDICTION SHALL BE DISREGARDED.
7.6 Exclusive Jurisdiction. The Parties intend that any dispute regarding
this Agreement be resolved by arbitration as provided in Section 7.9, but to
the extent that any Party seeks a judicial determination of the meaning of
Section 7.9 or seeks to compel, prevent, or limit a pending arbitration, the
Parties agree that any such suit, action, or proceeding shall be brought in
the courts of the State of Texas, County of Dallas or in the United States
District Court for the Northern District of Texas and each Party hereby
submits to the exclusive jurisdiction of such courts for the purpose of any
such suit, action, or proceeding relating to this Agreement.
7.7 Headings. Headings are for convenience only and shall not limit,
expand, affect, or alter the meaning of any text.
10
7.8 Multiple Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be an original and all of which
collectively shall be deemed to be one and the same instrument.
7.9 Arbitration to Enforce Agreement.
(a) The Parties specifically agree that any controversy, claim, or
dispute arising out of this Agreement or any alleged breach hereof, shall be
resolved exclusively by arbitration. Any arbitration shall take place in
Dallas, Texas, and be administered by the Dallas office of the American
Arbitration Association (the "AAA") in accordance with its Commercial
Arbitration Rules in effect at the time the arbitration is initiated
(collectively, the "Rules").
(b) As soon as a demand for arbitration is made by any Party,
the AAA shall proceed to provide a list of arbitrators from the Commercial Panel
from which the Parties shall select a panel of three neutral arbitrators in
accordance with the Rules and the normal procedures of the Dallas office of the
AAA. If necessary, the AAA shall select some or all of the arbitrators when it
is authorized to do so under the Rules.
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(c) The arbitration panel shall render a full, complete, conclusive, and
binding resolution of the dispute. The arbitration award shall assess all
reasonable attorneys' fees and costs, including the costs of the arbitration
and the arbitrators' compensation, against the losing party. Judgment on the
award may be entered in any court having jurisdiction thereof.
DATED AND EFFECTIVE as of the date first written above.
AAF-XXXXXX INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: General Counsel & Assistant Secretary
AAF-XXXXXX HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: General Counsel & Assistant Secretary
O.Y.L. INDUSTRIES BERHAD
By: /s/ Ho Xxxx Xxxx
--------------------------------------
Name: Ho Xxxx Xxxx
Title: Group Managing Director
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
------------------------------------------
XXXXXXX X. XXXXXX
/s/ Xxxxxxx Xxxxx, Xx.
-------------------------------------------
XXXXXXX XXXXX, XX.
12
/s/ Xxxxxx X. Xxxxxx
-----------------------------------------
XXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxx
-----------------------------------------
XXXXXX X. XXXXXX
/s/ Xxxxx X. Xxxx
-----------------------------------------
XXXXX X. XXXX
/s/ Xxxx X. Xxxxxx
-----------------------------------------
XXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
XXXXXXX X. XXXXXXXX
/s/ Xxxxx X. Xxxxxx
-----------------------------------------
XXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------------
XXXXXXX X. XXXXXXXXXX
00
XXX XXXXX XX XXXXXXXXX Xxxxxxx
Xxxxxxx
XXXXXX OF HENNEPIN Section
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxx X. Xxxxxx as General Counsel/Asst. Sec. of AAF-XxXxxx Inc. known to me
to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, in the capacity therein stated, and as the
act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 7th day of July, 1998.
[SEAL] /s/ Xxxx X. Xxxx
Notary Public, State of Minnesota
Printed Name: Xxxx X. Xxxx
My Commission Expires: 1/31/2000
THE STATE OF MINNESOTA Section
Section
COUNTY OF HENNEPIN Section
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxx X. Xxxxxx as General Counsel/Asst. Sec. of AAF-XxXxxx Holdings, Inc.
known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same for the purposes
and consideration therein expressed, in the capacity therein stated, and as
the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 7th day of July, 1998.
[SEAL] Xxxx X. Xxxx
Notary Public, State of Minnesota
Printed Name: Xxxx X. Xxxx
My Commission Expires: 1/31/2000
14
THE STATE OF ________ Section
Section
COUNTY OF ___________ Section
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxx Xxxx Onn as Group Managing Director of O.Y.L. Industries Berhad known
to me to be the person whose name is subscribed to the foregoing instrument,
and acknowledged to me that he executed the same for the purposes and
consideration therein expressed, in the capacity therein stated, and as the
act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 8th day of July, 1998.
[SEAL]
/s/ Xxxxx Tuck Onn
Notary Public, 000 Xxxxx Xxxxxxx,
00000 Xxxxx Xxxxxx, Xxxxxxxx
Printed Name: Xxxxx Xxxx Onn
My Commission Expires: (not applicable)
00
XXX XXXXX XX XXXXX Xxxxxxx
Xxxxxxx
XXXXXX OF DALLAS Section
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxxx X. Xxxxxx known to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same
for the purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 6th day of July, 1998.
[SEAL]
/s/ Xxxxx X. Xxxxxx
Notary Public, State of Texas
Printed Name: Xxxxx X. Xxxxxx
My Commission Expires: 10/3/99
00
XXX XXXXX XX XXXXX Xxxxxxx
Xxxxxxx
XXXXXX OF DALLAS Section
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxxx X. Xxxxxx known to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same
for the purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 6th day of July, 1998.
[SEAL]
/s/ Xxxxx X. Xxxxxx
Notary Public, State of Texas
Printed Name: Xxxxx X. Xxxxxx
My Commission Expires: 10/3/99
00
XXX XXXXX XX XXXXX Xxxxxxx
Xxxxxxx
XXXXXX OF DALLAS Section
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxxx Xxxxx known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 30th day of June, 1998.
[SEAL]
/s/ Xxxxx X Xxxxxx
Notary Public, State of Texas
Printed Name: Xxxxx X. Xxxxxx
My Commission Expires: 10/3/99
00
XXX XXXXX XX XXXXX Xxxxxxx
Xxxxxxx
XXXXXX OF COLLIN Section
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxx X. Xxxxxx known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 5th day of June, 1998.
[SEAL]
/s/ Xxxxxx X. XxXxxxxx
Notary Public, State of Texas
Printed Name: Xxxxxx X. XxXxxxxx
My Commission Expires: 1/2/2001
00
XXX XXXXX XX XXXXXXXX Xxxxxxx
Xxxxxxx
XXXXXX OF JEFFERSON Section
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxx X. Xxxxxx known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 18th day of June, 1998.
[SEAL]
/s/ Xxxx X. Xxxxx
Notary Public, State of Kentucky
Printed Name: Xxxx X. Xxxxx
My Commission Expires: 2/28/2001
00
XXX XXXXX XX XXXXX Xxxxxxx
Xxxxxxx
XXXXXX OF DALLAS Section
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxx X. Xxxx known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 3rd day of June, 1998.
[SEAL]
/s/ Xxxxxx X. Xxxxxxx
Notary Public, State of Texas
Printed Name: Xxxxxx X. Xxxxxxx
My Commission Expires: 2/17/2002
00
XXX XXXXX XX XXXXXXX Xxxxxxx
Xxxxxxx
XXXXXX OF ORANGE Section
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxx X. Xxxxxx known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 3rd day of June, 1998.
[SEAL]
/s/ Xxxxx Xxxxxxx, Xx.
Notary Public, State of Florida
Printed Name: Xxxxx Xxxxxxx, Xx.
My Commission Expires: 5/20/2002
00
XXX XXXXX XX XXXXXXXX Xxxxxxx
Xxxxxxx
XXXXXX OF JEFFERSON Section
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxxx X. Xxxxxxxx known to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same
for the purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 8th day of June, 1998.
[SEAL]
/s/ Xxxx Xxxxxx
Notary Public, State of Kentucky
Printed Name: Xxxx Xxxxxx
My Commission Expires: 1/13/2000
00
XXX XXXXX XX XXXXX Xxxxxxx
Xxxxxxx
XXXXXX OF DALLAS Section
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxx X. Xxxxxx known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 4th day of June, 1998.
[SEAL]
/s/ Xxxxxx X. Xxxxxxx
Notary Public, State of Texas
Printed Name: Xxxxxx X. Xxxxxxx
My Commission Expires: 8/13/01
00
XXX XXXXX XX XXXXXXXXX Xxxxxxx
Xxxxxxx
XXXXXX OF HENNEPIN Section
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxxx X. Xxxxxxxxxx known to me to be the person whose name is subscribed
to the foregoing instrument, and acknowledged to me that he executed the same
for the purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 8th day of June, 1998.
[SEAL]
/s/ Xxxxxx X. Xxxxxx
Notary Public, State of Minnesota
Printed Name: Xxxxxx X. Xxxxxx
My Commission Expires: 1/31/2000
25
EXHIBIT A
TO
SETTLEMENT AGREEMENT
Settlement Payment Directions
Settlement Amount:
Base Amount: 10,500,000.00
Accrued Interest: 13,416.67
Sub-Total: 10,513,416.67
Less: Reimbursed 885,696.32
Xxxxxx Costs:
-----------------
Total to be 9,627,720.35
Distributed:
-----------------
-----------------
Pro Rata Pro Rata
Recipients: Share - % Share - $
----------- --------- ---------
Xxxxxx 88.58479% 8,528,695.85
Caolo 7.57335% 729,140.96
Xxxxxx 0.45736% 44,033.34
Boehrs 0.36589% 35,226.87
Brum 0.54884% 52,840.78
Xxxxxx 0.73178% 70,453.73
Grohmann 0.36589% 35,226.87
Xxxxxx 0.36589% 35,226.87
Xxxxxxxxxx 1.00621% 96,875.08
--------- ------------
100.00000% 9,627,720.35
--------- ------------
--------- ------------
EXHIBIT B
TO
SETTLEMENT AGREEMENT
Instruction Letter
This Instruction Letter is being delivered pursuant to that certain Paying Agent
Agreement (herein so called), dated May 2, 1994, by and among O.Y.L. Industries
Berhad ("OYL"), SnyderGeneral Corporation, now known as AAF-XxXxxx Inc. ("AMI"),
Xxxxxxx X. Xxxxxx, individually, Xxxxxxx Xxxxx, Xx., the individuals listed on
Exhibit A thereto, Bank One, Texas, N.A. ("Paying Agent") and Xxxxxx in his
capacity as Representative (as defined in the Paying Agent Agreement). In
accordance with the terms of the Paying Agent Agreement, OYL and Representative
hereby request that Paying Agent release to AMI (i) that certain Promissory
Note, dated May 2, 1994, in the original principal amount of $11,500,000, and
(ii) that certain Letter of Credit, in the face amount of $11,500,000, currently
being held by the Paying Agent pursuant to the terms of the Paying Agent
Agreement.
O.Y.L. Industries Berhad
_______________________________
By: ___________________________
Title: __________________________
Representative
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Xxxxxxx X. Xxxxxx, as Representative
