Exhibit 10.24
SETTLEMENT AGREEMENT AND RELEASE
This SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is made and executed
as of December 18, 1996, by and between Generale Bank Nederland N.V., a
Netherlands corporation having a place of business at Xxxxx 000/000, Xxxxxxxxx,
Xxxxxxxxxxx ("Generale"), and Odyssey Distributors, Ltd., a California
corporation having a place of business at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 ("ODL").
WHEREAS, Credit Lyonnais Bank Nederland N.V. ("Credit Lyonnais"), and its
predecessor in interest, Cinecom Entertainment Group, Inc. ("Cinecom"), have
made certain claims against ODL in connection with the allocation of proceeds
derived from the distribution of two films (i.e., "Aunt Xxxxx and the
Scriptwriter" and "Handmaiden Tales") for which ODL was engaged as distributor
on behalf of Cinecom (the "Claims"); and
WHEREAS, Generale is the successor in interest to Credit
Lyonnais with respect to the Claims; and
WHEREAS, ODL and Generale desire to settle forever the Claims and all
issues relating thereto.
NOW, THEREFORE, in consideration of the foregoing recitals, and other good
and valuable consideration, the receipt of which is acknowledged by the parties
hereto, it is hereby stipulated and agreed as follows:
1. In complete and final settlement of the Claims, ODL hereby agrees to
pay to Generale the sum of $275,000, payable as follows: $25,000 upon the
execution and delivery of this Agreement, $25,000 on each of June 30 and
December 31 in the years 1997, 1998 and 1999, and $100,000 on June 30, 2000
(collectively, the "Installment Payments"). ODL agrees that these amounts due
are absolute and unconditional, and that ODL has no defenses, set-offs,
recoupments or counterclaims with respect to payment of the amounts set forth
herein.
2. The Installment Payments referenced in paragraph 1 hereof shall bear
interest at a floating rate equal to LIBOR plus one (1%) per annum as in effect
from time to time, provided, however, the payment of interest on any particular
installment shall be waived by Generale provided such installment is paid on its
required due date, or within ten days after ODL receives notice from Generale
that such payment is past due.
3. Simultaneously with the execution of this Agreement, ODL agrees to
execute the Confession of Judgment attached hereto as Exhibit A (the "First
Confession") in the amount of $275,000. On or after July 15, 1997, but not later
than August 15, 1997, ODL shall execute the Confession of Judgment attached
hereto as Exhibit B (the "Second Confession") and deliver it to Credit Lyonnais.
If ODL duly so executes and delivers the Second Confession and is not otherwise
in default hereunder, Credit Lyonnais shall deliver to ODL the First Confession.
ODL further agrees that in the event that any one of the above referenced
installments is not paid within ten (10) days after notification from Generale
that the payment is past due, or if ODL fails to execute and deliver the Second
Confession pursuant hereto, then Generale may immediately file the First or
Second Confession (as the case may be) with the Clerk of the County of New York.
Thereupon, the Clerk shall enter judgment against ODL for the sum of $275,000,
although Generale acknowledges and agrees that such judgment shall only be
enforceable with respect to the unpaid Installments Payments under paragraph 1
hereof.
4. Except for the obligations of ODL as set forth in this Agreement and in
the Confession of Judgment attached hereto, Generale hereby fully and completely
releases and discharges ODL and all of its officers, directors, shareholders,
subsidiaries, affiliates, agents, employees, partners, successors, assigns,
attorneys, and all persons and entities operating on their behalf, from
absolutely any and all claims, demands, sums of money, actions, rights, causes
of action, obligations and liabilities of any kind or nature whatsoever, known
or unknown, suspected or unsuspected, fixed or contingent, which Generale now
has, ever had, or hereafter may have or assert it has, by reason of any matter
or thing whatsoever, that arise out of, are connected in any way with, or relate
in any manner whatsoever to, directly or indirectly, the subject matter of this
Agreement or any of the matters, acts, events or occurrences relating to, or
arising out of or in connection with, the Claims.
5. ODL hereby fully and completely releases and discharges Generale and
all of its officers, directors, shareholders, subsidiaries, affiliates, agents,
employees, partners, successors, assigns, attorneys, and all persons and
entities operating on their behalf, including without limitation, Credit
Lyonnais S.A., EBD (Rotterdam) Finance B.V., and Consortium de Realisation and
all of their respective subsidiaries, affiliates, officers, agents and
employees, from absolutely any and all claims, demands, sums of money, actions,
rights, causes of action, obligations and liabilities of any kind or nature
whatsoever, known or unknown, suspected or unsuspected, fixed or contingent,
which ODL now has, ever had, or hereafter may have or assert it has, by reason
of any matter or thing whatsoever, that arise out of, are connected in any way
with, or relate in any manner whatsoever to, directly or indirectly, the subject
matter of this Agreement or any of the matters, acts, events or occurrences
relating to, or arising out of
or in connection with, the Claims.
6. Generale represents and warrants to ODL that it is the successor in
interest to Credit Lyonnais with respect to the Claims, and that Credit Lyonnais
is the successor in interest to Cinecom with respect to the Claims, and that
neither Credit Lyonnais nor Cinecom has any interest whatsoever in, or any
rights to, the Claims, and Generale agrees to indemnify and hold ODL harmless
against any losses suffered or incurred by ODL arising out of, or in connection
with, the assertion of any rights to the Claims by either Credit Lyonnais or
Cinecom.
7. This Agreement shall be construed in accordance with, and governed by,
the laws of the State of New York applicable to contracts made and to be
entirely performed in such State.
8. This Agreement, together with the Confessions of Judgment attached
hereto, is a complete statement of rights of the parties hereto, supersedes any
prior understandings or agreements between the parties, and represents the
complete understanding and agreement of the parties relating to the subject
matter hereof. Each party has been represented by counsel of its own choice and
each shall bear its own expenses in connection therewith.
Odyssey Distributors, Ltd.
By: __________________________________
Xxxxxxx X. Xxxxxxxxx, CEO
Generale Bank Nederland N.V.
By: __________________________________
