Exhibit 10.19
This Agreement is made on the 31st day of March, 1999
BETWEEN
(1) Siemens plc of Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx, Xxxxxxxxx, XX00 0XX (the
"Seller")
(2) CTI Data Solutions Limited of 000 Xxxxxxxx Xxxx, Xxxxxx, Xxxxxx, XX0 0XX
(xxx "Buyer")
(3) CTI Group (Holdings) Inc. of 000 Xxxxx Xxxxxxx Xxxx, XX Xxx 00000, Xxxxxx
Xxxxx, Xxxxxxxxxxxx 00000, Xxxxxx Xxxxxx of America ("CTIG")
Whereas:
A. On the 2nd February 1998 the Seller and the Buyer entered into purchase and
sale agreement (the "Sale Agreement"( under which the Seller agreed to sell
to the Buyer a telecommunications call management software and services
business (the "Business").
B. The purchase price for the Business as set out in the Sale Agreement was
$2,000,000 (the "Principal Sum") the payment of which was secured under a
promissory note (the "Note") delivered by the Buyer to the Seller on 2nd
February 1998 (the "Closing Date"). Pursuant to a post-closing adjustment
to the purchase price the Principal Sum was amended and increased to
$2,278,000.
C. Under the terms of the Note of 2nd February 1998 the Principal sum was
expressed to be payable on 2nd February 2001 (the "Maturity Date") and
interest was expressed to be payable on the Principal sum and the rate of
10% per annum from the Closing Date to the Maturity Date and the Buyer had
an obligation under the terms of the Note to pay interest quarterly in
arrears.
D. Contemporaneously with the execution and delivery of the Note CTIG executed
it and delivered to the Seller a security agreement (the "Security
Agreement") and a pledge agreement (the "Pledge Agreement") and the Buyer
executed and delivered to the Seller a debenture (the "Debenture") which
documents provided a security interest in the assets of CTIG and the Buyer
respectively as a security for the payment of the Principal Sum and the
interest payable under the terms of the Note.
E. Under an agreement entered into between the parties on 29th September 1998
(the "Amendment Agreement") the following amendments were, inter alia,
agreed:
(i) the Principal Sum as set out in the Sale Agreement, the Note, the
Security Agreement, the Pledge Agreement and the Debenture were
amended in that all references to the Principal Sum as $2,278,000
formerly $2,000,000 were deleted and there was substituted the sum
of $1,500,000.
(ii) The interest due and payable on the Principal Sum (amounting to
$56,950) was agreed to be paid no later than 30th September 1998.
(iii) Save for the interest referred to in E(ii) above it was agreed that
no further interest should be payable on the Principal Sum and the
Seller expressly waived any further right to receive any interest.
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F. The parties now wish to enter into a further agreement in relation to the
outstanding liabilities referred to above and other matters:
Therefore it is agreed as follows:
1. The Seller hereby agrees to forever waive and release the Buyer from any
obligation to pay the Principal Sum and all references to such obligation
in the Note, the Security Agreement, the Pledge Agreement and the Debenture
shall have no meaning or effect.
2. The Seller hereby agrees to forever waive its right to nominate a Director
to serve on the Board of CTIG under Article 7.5 of the Sale Agreement and
on the Board of the Buyer under Section 7 of the Debenture. The Seller
shall procure that Xxxxxxx Xxxxxxxx shall resign from the Board of
Directors of CTIG with effect from 9th March 1999.
3. The provisions of this agreement will not affect the liability of the Buyer
to the Seller arising as a consequence of the assignments to the Buyer of
the two leases of office premises situated at Brighton Road, Purley.
4. The following is agreed in relation to the current debts and debts which
will crystallise in the future:
4.1 In relation to the current invoiced indebtedness of the Buyer to
Siemens group companies (being Siemens Business Services Limited,
Siemens Group Services Limited and Siemens Network Systems, a
division of Siemens plc), amounting to a total aggregate value of
(pound)140,326.61 (the "Invoiced Value") the Seller hereby forever
waives on behalf of itself and the other Siemens group companies the
right to receive(pound)129,281.00 of the Invoiced Value. It is
agreed that the Buyer will make payment of the balance of the
Invoiced Value amounting to (pound)11,045.56 by no later than the
end of March 1999 and for such purpose the said balance shall be
made payable to Siemens Network Systems (a division of Siemens plc).
Such payment to Siemens Network Systems shall constitute full and
final settlement of the balance of the Invoiced Value in respect to
all Siemens group companies.
4.2 In relation to accrued additional charges due to Siemens group
companies (as referred to in paragraph 4.1 above) amounting to a
total aggregate value estimated to be (pound)118,235.00 it is agreed
that the Seller will submit the precise invoices relating to these
accrued charges prior to the end of April 1999. It is further agreed
that the Buyer will make payment of the total aggregate value of
these invoices by way of a banker's standing order over twelve equal
monthly payments commencing on 30th April 1999. The banker's
standing order shall be made payable to Siemens Network Systems (a
division of Siemens plc) and such payment shall constitute full and
final settlement in respect of accrued additional charges owing to
the Siemens group companies aforementioned.
4.3 In relation to the monthly charges for ongoing services to be
supplied by Siemens group companies from and including March 1999,
comprising the following:
Siemens Business Services - Mobile phones/pagers (pound)2,000
Siemens Group Services - Cars and fuel (pound)18,000
-------------
Total (pound)20,000
=============
It is agreed that the Seller will make payment to Siemens Network
Systems (a division of Siemens plc) for these charges by banker's
standing order, monthly in arrears until
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such time as the services cease to be provided by the respective
Siemens group companies. Any variation to the actual amount invoiced
and the amount paid under the standing order shall be adjusted at
each quarter end.
It is agreed that the Seller shall no longer have any obligation to
provide car fleet services to the Buyer with effect from the date
the Seller transfers the operation of its car fleet to an external
car fleet service provider which is currently estimated to be with
effect from 1st May 1999.
5. In consideration for the waiver of the debt set out clause 4 of this
agreement, the Seller undertakes to continue to provide support to the
customer base of Siemens Communications and acknowledges the key importance
of Claire Pro installations in relation to such support.
6. Where any obligation is expressed to be discharged by the Buyer in this
agreement TIG shall be jointly and severally liable for the discharge of
such obligation.
7. Save as expressly set out herein all of the terms and conditions of the
Sale Agreement and the Amendment Agreement shall not be amended and shall
remain in full force and effect.
8. The parties shall execute any other further documents or agreements as may
be necessary to give effect to the terms set out herein.
9. This agreement to the extent it relates to the Sale Agreement, the Note and
the Debenture shall be subject to English law and to the extent it relates
to the Security Agreement or the Pledge Agreement shall be subject to the
Law of the Commonwealth of Pennsylvania.
AS WITNESS the hands of the duly authorised representatives of the parties the
day and year first above written.
Signed for and on behalf of Signed for and on behalf of
Siemens plc by its duly authorised signatory CTI Data Solutions Limited by
its duly authorised signatory
Signature _________________________ Signature ______________________
Title _____________________________ Title __________________________
Signed for and on behalf of
CTI Group (Holdings) Inc. by its duly
authorised signatory
Signature _________________________
Title _____________________________
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