SUPPLEMENTAL AGREEMENT
This SUPPLEMENTAL AGREEMENT ("Agreement") is made and entered into by and
between STATEC TECHNOLOGIES, S.A., a French limited liability company with
offices located in Gif-sur-Xxxxxx, France ("STATEC") and NDC Automation, Inc., a
Delaware, U.S.A. corporation with principal offices located in Charlotte, North
Carolina, U.S.A. ("NDCA").
WHEREAS, the parties hereto made and entered into a "Termination and
Release Agreement" (the "First Agreement") dated and effective as of March 1,
1996; and
WHEREAS, STATEC has encountered financial problems and has filed for
reorganization under the bankruptcy laws of France in the Orleans [France] Court
of Appeal (the "French Court"); and
WHEREAS, the parties wish to modify some of STATEC's obligations pursuant
to the First Agreement, contingent upon the express approval of the French
Court.
NOW THEREFORE, in consideration of these premises and the covenants
contained herein, the parties hereto agree as follows:
AGREEMENT
Article 1. Revision of Paragraph 2.1
The parties acknowledge and agree that STATEC has paid to NDCA the sum of
fifty-four thousand dollars ($54,000.00) pursuant to paragraph 2.1 of the First
Agreement. STATEC shall pay to NDCA the additional sum of twenty thousand
dollars ($20,000.00) immediately upon approval of this Agreement by the French
Court. Upon the performance in full of all of STATEC's obligations hereunder,
NDCA shall waive, release and discharge STATEC from the balance of its payment
obligations under paragraph 2.1 of the First Agreement. This waiver, release and
discharge shall become effective automatically, without further action by NDCA.
Article 2. Acknowledgment of Discharge of Paragraph 2.2
NDCA acknowledges that STATEC has performed in full under paragraph 2.2 First
Agreement.
Article 3. Revision of Article 3
3.1 The parties acknowledge and agree that STATEC has not purchased
any inventory as required by Article 3 of the First Agreement.
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3.2 STATEC shall and hereby does purchase and NDCA shall and hereby does
sell and convey to STATEC those items of inventory listed and described on
Schedule 1, attached hereto simultaneously with the execution and delivery by
STATEC of this Agreement.
Immediately upon the approval of this Agreement by the French Court, STATEC
shall pay to NDCA the sum of thirty-five thousand dollars ($35,000) as payment
in full for those items of inventory.
3.3 No later than April 30, 1997, STATEC shall purchase the remaining
inventory, which is listed and described on Schedule 2, attached hereto. The
purchase price for such inventory shall be twelve thousand, eight hundred
eighty-four dollars ($12,884.00), which shall be paid in full prior to or at
delivery of such inventory. All inventory sold to STATEC hereunder is sold AS
IS, WHERE IS. All inventory sold by NDCA hereunder may be delivered to STATEC
Technologies, Inc., a corporation with offices located in Cornelius, North
Carolina.
3.4 All payments required by this Article 3 shall be in U.S. dollars and in
immediately available funds. All payments must be accompanied by a duly-signed
order of the French Court approving this Agreement and authorizing the payment
of the purchase price. STATEC shall diligently use its best efforts to obtain
the approval of this Agreement by the French Court as soon as practicable after
the execution of this Agreement.
3.5 Upon the performance in full of STATEC's obligations under this Article
3, NDCA shall waive, release and discharge STATEC from its obligations under
Article 3 of the First Agreement.
Article 4. Waiver and Release
4.1 Each party shall and hereby does waive, release, and remise any and all
claims which either may have against the other, whether known or unknown,
absolute or contingent, which relate to or arise out of the "Agreements" (as
defined in the First Agreement) or any other matter, excepting only claims
arising out of this Agreement and, if STATEC fails to perform in full hereunder
for any reason, the First Agreement, from the beginning of time to the effective
date of this Agreement.
4.2 In order to induce NDCA to make and enter into this Agreement STATEC
shall procure the waiver and release of the following related persons and
entities, to be evidenced by their signature to the Waiver and Release which
follows this Agreement, and NDCA shall likewise release them: STATEC
Technologies, Inc., a North Carolina corporation and Xxxxxxxxx Xxxxxxxx.
Article 5. Ratification of First Agreement
This Agreement shall supplement and not replace the provisions of the First
Agreement, and if either party breaches any of the provisions of this Agreement,
the terms of the First
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Agreement shall remain valid and enforceable against it. Except as supplemented
hereby, the terms of the First Agreement are hereby ratified and confirmed.
Article 6. General
6.1 This Agreement shall be governed and controlled by the laws of North
Carolina.
6.2 NDCA represents and warrants that this Agreement has been authorized
and approved by its Board of Directors. STATEC represents and warrants that this
Agreement has been authorized and approved by all persons and bodies required by
French law and its internal governing agreements and charter and that it will
obtain approval by the French Court and that neither the execution nor the
performance by it of this Agreement and its obligations hereunder shall violate
the terms of any other agreement to which STATEC is a party or any law, order,
judgment or decree binding on STATEC.
6.3 This Agreement shall become effective upon execution; provided that no
waiver or release by NDCA contained herein shall become effective until STATEC
has performed all of its obligations hereunder in full.
6.4 This Agreement, together with the First Agreement, expresses the
complete agreement of the parties hereto with respect to its subject matter, all
other prior and contemporaneous agreements, understandings, statements and
course of delivery being merged herein.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by the signatures of their duly authorized representative, as of the date
indicated.
NDC AUTOMATION, INC. STATEC TECHNOLOGIES, S.A.
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxx
Title: President and CEO Title: President, Director General
Date: March 10, 1997 Date: March 17th, 1997
WAIVER AND RELEASE
The undersigned Xxxxxxxxx Xxxxxxxx is the owner of STATEC Technologies, s.a. The
undersigned STATEC Technologies Inc. is a subsidiary of STATEC Technologies,
s.a. In recognition of the intent of NDCA and STATEC to dissolve and discharge
all agreements, obligations, rights and liabilities arising out of or relating
to their prior agreements and relationships (except for the Agreement which
immediately precedes this Waiver and Release and the First Agreement defined and
referred to therein), in order to induce NDCA to make an enter into such
Agreement and in consideration of the releases given by NDCA hereunder,
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STATEC Technologies, Inc. and Xxxxxxxxx Xxxxxxxx hereby waive, release, remise
and forever discharge any and all claims, liabilities and causes of action,
whether known or unknown, actual or contingent, which any of them may now or
hereafter have or assert arising from the beginning of time through the date of
the execution hereof, against NDC Automation, Inc., its predecessor companies,
or NDC Xxxxxxx et Xxxxxxxx Company A.B., and their respective successors,
assigns, stockholders, officers, directors and employees.
In consideration of the foregoing releases, NDC Automation, Inc., for
itself and its predecessor companies, and NDC Xxxxxxx et Xxxxxxxx Company AB
each hereby waives, releases remises and forever discharges any and all claims,
liabilities and causes of action, whether known or unknown, actual or contingent
which either of them may now or hereafter have or assert, arising from the
beginning of time through the date of the execution hereof, against Xxxxxxxxx
Xxxxxxxx or STATEC Technologies, Inc.
IN WITNESS WHEREOF, the parties have executed this Agreement by their
respective signatures below.
STATEC TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President/CEO
Date: March 11, 1997
Xxxxxxxxx Xxxxxxxx
Date: March 17, 1997
(Signatures continued on following page.
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NDC AUTOMATION, INC.
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: President & CEO
Date: March 10, 1997
NDC XXXXXXX ET XXXXXXXX
COMPANY AB
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: President & CEO
Date: March 17, 1997
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SCHEDULE 1
NDC INVENTORY LISTING OF STATEC PRODUCTS
Description Quantity Unit Price Total Value (U.S.$) Xxxxxx.XX
PLSl253CN24P 1 1193.00 1193.00 0
Cl5G01 19 63.00 1197.00 1197.00
DCS85--LS1C2 2 384.00 768.00 768.00
M870--2K 22 46.50 1023.00 1023.00
M850R564 60 74.00 4440.00 0
M850RS64 40 74.00 2960.00 2960.00
M850RS64 46 74.00 3404.00 3404.00
M850RS2K 24 73.333 1760.00 1760.00
M850RS2K 20 80.00 1600.00 0
M870--64 10 50.00 500.00 500.00
M870--2K 12 37.00 444.00 444.00
M8500RT-64 40 138.175 5527.00 0
M8500RT-64 50 108.00 5400.00 5400.00
RWX8ND 1 76.00 76.00 76.00
KDX80---S2C2PP 9 615.00 5535.00 5535.00
RWX870-D-- 28 165.00 4620.00 4620.00
RWX870R 6 243.00 1458.00 1458.00
PPS850--DLS2C2 11 375.00 4125.00 4125.00
PPS850-DSS2C2 3 380.00 1140.00 1140.00
Mounting plate
RWX 10 44.00 440.00 440.00
KDX PH BASE PHX 1 124.00 124.00 0
DCS 1 5C24P 1 150.00 150.00 150.00
TOTALS $47.884.00 $35.000.00
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SCHEDULE 0
XXX XXXXXXXXX XXXXXXX XX XXXXXX PRODUCTS
Description Quantity Unit Price Total Value (U.S.$) STI
PLS1253CN24P 1 1193.00 1193.00 1193.00
C15G01 19 63.00 1197.00 0
DCS85--LS1C2 2 384.00 768.00 0
M870--2K 22 46.50 1023.00 0
M850RS64 60 74.00 4440.00 4440.00
M850RS64 40 74.00 2960.00 0
M850RS64 46 74.00 3404.00 0
M850RS2K 24 73.333 1760.00 0
M850RS2K 20 80.00 1600.00 1600.00
M870--64 10 50.00 500.00 0
M870--2K 12 37.00 444.00 0
M8500RT--64 40 138.175 5527.00 5527.00
M8500RT64 50 108.00 5400.00 0
RWX8--D 1 76.00 76.00 0
RWX870--D-- 28 165.00 4620.00 0
RWX870R 6 243.00 1458.00 0
PPS850--DLS2C2 11 375.00 4125.00 0
PPS850--DSS2C2 3 380.00 1140.00 0
Mounting plate
RWX 10 44.00 440.00 0
KDX PH BASE PHX 1 124.00 124.00 124.00
DCS 1 5C24P 1 150.00 150.00 0
TOTALS $47.884.00 $12.884.00
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