EXHIBIT 5
EXECUTION COPY
TERMINATION AND RELEASE
TERMINATION AND RELEASE dated as of December 29, 1997, between INTEK
DIVERSIFIED CORPORATION, a Delaware corporation having an office at 000 Xxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxxxx 00000 (the "Intek"), and SECURICOR
COMMUNICATIONS LIMITED, a company incorporated under the laws of England and
Wales having an office at 00 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxx, XX0 0XX, Xxxxxxx
("Securicor").
WHEREAS, Intek and Securicor entered into a Stock Purchase Agreement
dated as of June 18, 1996 (the "Stock Purchase Agreement"); and
WHEREAS, Intek and Securicor wish to settle certain liabilities under
the Stock Purchase Agreement; and
WHEREAS, Intek and Securicor propose to further amend (the "Loan
Amendment") that Amended and Restated Loan Agreement between Intek and Securicor
dated as of December 3, 1996 so as to include all outstanding loans and advances
to Intek and its subsidiaries from Securicor in a single integrated loan
agreement; and
WHEREAS, Intek and Securicor propose to enter into a Preferred Stock
Purchase Agreement (the "Preferred Stock Purchase Agreement").
NOW, THEREFORE, in consideration of the payments set forth herein and
other good and valuable consideration, it is hereby agreed as follows:
1. Settlement. In full settlement of all claims for
indemnification arising under Section 9.1(a)(iv) of the Stock Purchase Agreement
(relating to liabilities arising from the sale of "EFJ Shares and EFJ Warrants"
to Securicor Radiocoms Limited), Securicor will, upon the execution of this
Agreement, pay Intek U.S. $2,592,000 (the "Settlement Payment").
2. Releases. Subject to the satisfaction of the conditions set
forth in Section 4, below, and effective upon such satisfaction (the "Effective
Date"), notwithstanding the terms of the Stock Purchase Agreement, Intek hereby
releases Securicor, except as set forth in Section 3 of this Termination and
Release, from any and all liabilities or obligations arising under the Stock
Purchase Agreement.
3. Survival. The following rights and obligations of the
parties shall survive the Release set forth in Section 2, above (section
references and titles are to sections of the Stock Purchase Agreement):
ss.6.6 Preservation of Records
ss.6.9 Tax and Accounting Matters (except paragraph
6.9(c))
ss.6.13 Non-Compete
ss.6.14 FCC Matters
ss.6.15 Indemnification; Directors and Officers
ss.6.16 Pension Schemes
ss.10.4 Further Assurances
4. Conditions Precedent to the Effectiveness of Releases. The
Release contained in Section 2 is conditioned upon the fulfillment of following
conditions, except to the extent waived by the parties in writing:
4.1 Execution of Second Amended and Restated Loan
Agreement. Intek and Securicor shall have executed the
Loan Amendment.
4.2 Execution of Preferred Stock Purchase Agreement.
Intek and Securicor shall have executed the Preferred
Stock Purchase Agreement.
4.3 Payment of the Settlement Payment. Intek shall have
received the Settlement Payment in immediately
available U.S. funds.
5. Miscellaneous. This Termination and Release shall be
binding upon and inure to the benefit of the Parties and their respective heirs,
assigns and successors in interest. This Termination and Release shall be
governed by and construed in accordance with the laws of England and Wales
applicable to agreements made and to be entirely performed therein. The Parties
covenant to each other to execute and deliver such further instruments and do
such further acts and things as may be reasonably required to carry out the
intent and purposes of this Termination and Release.
INTEK DIVERSIFIED CORPORATION
By: ______________________________
SECURICOR COMMUNICATIONS
LIMITED
By: ______________________________
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