THIS AGREEMENT ("Settlement Agreement") among RMS TITANIC, INC. ("Seller"),
ARGOSY INTERNATIONAL, LTD. ("Purchaser"), XXXXXX XXXXXX ("Xxxxxx") and DANEPATH,
LTD. (the "Corporation") dated as of January , 2003.
W I T N E S S E T H :
WHEREAS, pursuant to the Agreement dated April 2, 2002, Seller agreed and
did sell to Purchaser all the shares of the Corporation pursuant to the
Agreement; and
WHEREAS, the Corporation was the owner of the ship "Explorer" with all
equipment located thereon and used in connection with the Explorer; and
WHEREAS, the Agreement was modified pursuant to a modification agreement
dated April 4, 2002 (the "Original Modification Agreement") and June 1, 2002
(the "Second Modification Agreement"). The Agreement and the two modifications
are hereinafter collectively referred to as the "Agreement"); and
WHEREAS, pursuant to the Second Modification Agreement, Purchaser's
obligation was modified so that the purchase price owed to Seller by Purchaser
was ONE MILLION FIVE HUNDRED THOUSAND ($U.S.1,500,000) U.S. DOLLARS (the
"Purchase Price") and the Purchase Price of ONE MILLION FIVE HUNDRED THOUSAND
($U.S.1,500,000) U.S. DOLLARS was reduced by Seller's obligation to the
Corporation of TWO HUNDRED FORTY THOUSAND ($U.S.240,000) U.S. DOLLARS (without
taking into account the Corporation's obligation to Seller in the amount of ONE
MILLION THREE HUNDRED SIXTY TWO THOUSAND SEVEN HUNDRED FORTY SEVEN
($U.S.1,362,747) U.S. DOLLARS)); and
WHEREAS, Purchaser has paid Seller the sum of ONE HUNDRED THOUSAND
($U.S.100,000) U.S. DOLLARS at the time of signing the Agreement. The Purchaser
is obligated to Seller for the remaining ONE MILLION FOUR HUNDRED THOUSAND
($U.S.1,400,000) U.S. DOLLARS, which was due October 2, 2002, together with
interest at 8% per annum; and
WHEREAS, to secure Purchaser's obligations to Seller, Purchaser has granted
Seller a security interest in ONE MILLION SEVEN HUNDRED FOUR THOUSAND FIVE
HUNDRED FORTY FIVE (1,704,545) shares of common stock of Seller owned of record
and beneficially by Purchaser, all in accordance with a pledge agreement (the
"Argosy/Titanic Pledge Agreement") executed on April 2, 2002; and
WHEREAS, the Corporation at the time of the Agreement was owed Seller the
sum of ONE MILLION THREE HUNDRED SIXTY TWO THOUSAND SEVEN HUNDRED FORTY SEVEN
AND 70/100 ($U.S.1,362,747.70) U.S. DOLLARS and as a result of the Seller's
obligation to the Corporation of TWO HUNDRED FORTY THOUSAND ($U.S.240,000) U.S.
DOLLARS, the Corporation is owed Seller the sum of ONE MILLION ONE HUNDRED
TWENTY TWO THOUSAND SEVEN HUNDRED FORTY SEVEN AND 70/100 ($U.S.1,122,747.70)
U.S. DOLLARS (the "Seller/Danepath Receivable"); and
2
WHEREAS, pursuant to date of Deed of Covenant and Mortgage (collectively
referred to as the "Original Mortgage") from the Corporation to Seller dated
April 2, 2002 and registered with the appropriate governmental offices in the
United Kingdom on April 4, 2002 and the Corporation granted Seller a charge or
lien on the SV Explorer (the "Vessel"), together with all of the equipment
located on the SV Exlorer on April 2, 2002; and
WHEREAS, Purchaser has defaulted its obligations to Seller in the amount of
the outstanding obligation of ONE MILLION ONE HUNDRED SIXTY THOUSAND
($U.S.1,160,000) U.S. DOLLARS, together with interest from April 2, 2002 (the
"Date of Default"); and
WHEREAS, the parties hereto desire as follows: (a) Purchaser reassigns to
Seller the Seller/Danepath Receivable; (b) the Original Mortgage will be
released and discharged; and
WHEREAS, Seller organized a United Kingdom limited liability company under
the name of Seatron Limited ("Titanic Subsidiary"); and
WHEREAS, a new Deed of Covenant and Mortgage (the "New Mortgage") be
executed and delivered by the Corporation to Seller to secure all monies owed to
Seller by the Corporation; and
WHEREAS, at the date of transfer of the Vessel from the Corporation to the
Titanic Subsidiary, the Vessel be subject to the New Mortgage; and
WHEREAS, the Corporation has agreed to transfer the Vessel to the Titanic
Subsidiary for the sum of the Seller/Danepath Receivable; and
3
WHEREAS, Purchaser shall pay Seller the sum of TWO HUNDRED FIFTY THOUSAND
(U.S.$250,000) U.S. DOLLARS in consideration for expenses and other sums
incurred by Seller as a result of the default in the payment of obligations of
Purchaser to Seller; and
WHEREAS, the parties desire to expedite the resolution of the issues raised
by the default by Purchaser to Seller.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, and other good and valuable consideration, all the parties agree as
follows:
1. Cancellation and Discharge of the Original Mortgage. Simultaneously
herewith, Seller releases the Corporation from its obligation under the Original
Mortgage. Nothing contained herein shall release Seller of any monies to be owed
to it by the Corporation. Seller and the Corporation acknowledge that the
Corporation is indebted to Seller in the amount of ONE MILLION ONE HUNDRED
TWENTY TWO THOUSAND SEVEN HUNDRED FORTY SEVEN AND 70/100 ($U.S.1,122,747.70)
U.S. DOLLARS.
2. The New Mortgage. To secure the Corporation's debt owed to Seller on
account of the Seller/Danepath Receivable, the Corporation simultaneously
herewith has executed and delivered to Seller the New Mortgage, which New
Mortgage will be recorded in the appropriate governmental office.
3. Transfer of Seller's Receivable to Titanic Subsidiary. Simultaneously
4
herewith, Seller has transferred and assigned to Titanic Subsidiary the
Seller/Danepath Receivable so that on the financial statements of Titanic
Subsidiary, Titanic Subsidiary will have a receivable from the Corporation of
the Seller/Danepath Receivable and the account capital of the Titanic Subsidiary
will include such Seller/Danepath Receivable.
4. Transfer of Vessel. Immediately subsequent to the recordation of the New
Mortgage, the Corporation will sign and acknowledge a xxxx of sale of the Vessel
and all documents referring to the transfer of the Vessel to Titanic Subsidiary.
The consideration of the transfer of the Vessel shall be the release,
satisfaction and discharge of the Seller/Danepath Receivable.
5. Release and New Obligation by Purchaser. Seller hereby releases
Purchaser's obligations to pay Seller the sum of ONE MILLION ONE HUNDRED SIXTY
THOUSAND ($U.S.1,160,000) U.S. DOLLARS arising out of the sale and transfer of
the shares of the Corporation. Purchaser shall pay Seller within twelve months
from the date hereof, the TWO HUNDRED FIFTY THOUSAND ($U.S.250,000) U.S. DOLLARS
representing the expenses and other sums in connection with the transaction set
forth in this Agreement. Purchaser shall execute and deliver a recourse
promissory note in the sum of TWO HUNDRED FIFTY THOUSAND ($U.S.250,000) U.S.
DOLLARS.
6. Release and Discharge of Seller's Security Interest. Simultaneously
herewith, Seller has released its security interest in the ONE MILLION SEVEN
HUNDRED FOUR THOUSAND FIVE HUNDRED FORTY FIVE (1,704,545) shares of common stock
of Seller owned of record and beneficially by Purchaser. Purchaser has
instructed Seller to hold possession of such shares, all in accordance with the
new stock pledge agreement to secure Purchaser's obligation for TWO HUNDRED
FIFTY THOUSAND ($U.S.250,000) U.S. DOLLARS, all in accordance with paragraph 5
of this Agreement.
5
7. Collateral. Simultaneously herewith, Purchaser has executed and
delivered the new stock pledge agreement evidencing a pledge of ONE MILLION
SEVEN HUNDRED FOUR THOUSAND FIVE HUNDRED FORTY FIVE (1,704,545) shares of common
stock of Seller, representing all of Purchaser's shares of Seller. Purchaser has
delivered or caused to be delivered to Seller its shares of Seller, together
with a stock power duly executed and guaranteed. The pledge is to secure the TWO
HUNDRED FIFTY THOUSAND ($U.S.250,000) U.S. DOLLARS obligation owed by Purchaser
to Seller as set forth in paragraph 5 of this Agreement.
8. Consequences of Settlement Agreement. As a result of the provisions of
this Agreement, the respective rights and obligations are as follows:
(a) Purchaser's financial obligation to Seller in the original amount of
ONE MILLION ONE HUNDRED SIXTY THOUSAND ($U.S.1,160,000) U.S. DOLLARS in
accordance with the Settlement Agreement is released and Seller has no rights
and obligations for said debt against Purchaser.
(b) Purchaser is obligated to Seller in the sum of TWO HUNDRED FIFTY
THOUSAND (U.S.$250,000) U.S. DOLLARS and has secured its obligation to Seller by
the pledge of all of Purchaser's shares of Seller with the amount of ONE MILLION
SEVEN HUNDRED FOUR THOUSAND FIVE HUNDRED FORTY FIVE (1,704,545) shares of common
stock of Seller.
6
(c) To secure the Seller/Danepath Receivable owed by the Corporation to
Seller, the Corporation has executed and delivered to Seller the New Mortgage.
(d) Seller has transferred, assigned and delivered to Titanic Subsidiary
the Seller/Danepath Receivable and the Corporation acknowledges that it owes
Titanic Subsidiary the amount of the Seller/Danepath Receivable.
(e) The Corporation has transferred ownership of the Vessel to Titanic
Subsidiary and as a result of said transfer, the Seller/Danepath Receivable is
of no further legal effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the date above
written.
RMS TITANIC, INC.
By
ARGOSY INTERNATIONAL, LTD.
By
DANEPATH, LTD.
By
XXXXXX XXXXXX
7
