REIMBURSEMENT AND INDEMNITY AGREEMENT
THIS REIMBURSEMENT AND INDEMNITY AGREEMENT is made and entered into as of
the 22nd day of October, 1991, by and between Vindicator, Inc., a Florida
corporation ("Vindicator"), and Nordion International, Inc., a Canadian
corporation ("Nordion").
WHEREAS, Nordion has incurred certain expenses and obligations in
connection with a surety bond provided by ACSTAR Insurance Company, a
Connecticut corporation ("ACSTAR"), on behalf of Vindicator; and
WHEREAS, Nordion has determined that it is beneficial to Nordion to assist
Vindicator in obtaining such surety bond; and
WHEREAS, in consideration for such assistance, Vindicator has agreed to
reimburse and indemnify Nordion for all costs which it has or may incur in
connection with such surety bond.
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, Nordion and Vindicator do hereby agree as follows:
1. Vindicator will pay or reimburse Nordion for all premiums paid or to be
paid to ACSTAR in connection with Surety Bond No. 2883 issued by ACSTAR to the
State of Florida in the sum of $600,000 (the "Surety Bond") and in connection
with any extension, replacement, renewal, or amendment from time to time of the
Surety Bond in accordance with paragraph 1 thereof.
2. Vindicator will (a) indemnify and save Nordion harmless from and against
any and all liability, loss, costs, damages, fees of attorneys and other
expenses which Nordion may sustain or incur by reason of or in consequence of
the execution of an Indemnity Agreement from Nordion to ACSTAR dated as of
October 22nd 1991, or payments made by the Bank of Montreal on a letter of
credit in the amount of $450,000 furnished by the Bank to ACSTAR on behalf of
Nordion, each in connection with the issuance of the Surety Bond (collectively
called the "Indemnity Agreement") including but not limited to (i) sums paid or
liabilities incurred in settlement of and expenses paid or incurred in
connection with claims, suits or judgments under the Indemnity Agreement or the
Surety Bond, or (ii) expenses paid or incurred in enforcing the terms of this
Agreement or in procuring or attempting to procure release from liability in
connection with this Agreement, the Indemnity Agreement or the Surety Bond or in
recovering or attempting to recover losses or expenses paid or incurred as
aforesaid.
3. The parties hereto acknowledge that this Agreement is secured by a
Mortgage and Security Agreement of even date herewith, which Mortgage and
Security Agreement will be filed in the public records of Polk County, Florida.
4. Nordion agrees to notify Vindicator immediately upon receiving any
notice or knowledge that any claim or demand is made by ACSTAR against Nordion
in connection with the Surety Bond. Nordion also agrees to notify Vindicator
prior to paying any premium or making any other payment in connection with the
Surety Bond and to obtain Vindicator's consent prior to any extension of the
Surety Bond.
5. This Agreement may be modified or amended only in writing executed by
the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
VINDICATOR, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇, President
NORDION INTERNATIONAL, INC,
By: /s/ ▇.▇. ▇'▇▇▇▇▇
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▇.▇. ▇'▇▇▇▇▇
By: /s/ ▇.▇. ▇▇▇▇▇▇
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▇.▇. ▇▇▇▇▇▇
Vindicator, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇,
▇▇▇
Attention: ▇▇. ▇▇▇ ▇. ▇▇▇▇▇▇▇,
President
Dear Sir:
Reference is made to the Reimbursement and Indemnity Agreement dated October 22,
1991 among Vindicator, Inc. and Nordion International Inc. governing, among
other things provision for the reimbursement and indemnity by Vindicator, Inc.
of sums paid out by Nordion International Inc. pursuant to an Indemnity
Agreement between Nordion and Acstar Insurance Company, dated October 22, 1991
and/or payments made by Nordion or its past bankers, the Bank of Montreal,
pursuant to a Letter of Credit in the amount of four hundred and fifty thousand
dollars ($450,000 US) dated October 22, 1991.
Nordion has recently been requested by the Bank of Montreal that it desires that
Nordion replace the above referenced Letter of Credit with one emanating from
its present banker, namely the Canadian Imperial Bank of Commerce. Therefore in
view of the foregoing Nordion requires an amendment to the Reimbursement and
Indemnity Agreement, dated 22 October, 1991.
In consideration of the mutual covenants contained herein the Parties agree as
follows:
i) That any reference to "Bank of Montreal" or "Bank" in the Reimbursement and
the Indemnity Agreement, dated October 22, 1991 shall be amended to read
"Canadian Imperial Bank of Commerce".
Please signify your concurrence with the foregoing by executing in the
appropriate space set out below:
Dated this 3rd day of November, 1992.
Nordion International Inc: By:
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We concur with the foregoing
Vindicator Inc. By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇ - President
