EXHIBIT 4.30
Court File No.: 02-CV-227946 CM3
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
SUNRISE INTERNATIONAL LEASING CORP.
Plaintiff
- and -
WORLD GAMING PLC
Defendant
________________________________________
MINUTES OF SETTLEMENT
________________________________________
WHEREAS Sunrise International Leasing Corp. ("Sunrise") commenced this
action against World Gaming PLC ("World Gaming") claiming, INTER ALIA, damages
for a breach of a master equipment lease for computers and related equipment;
AND WHEREAS World Gaming has defended this action, denying its
liability to Sunrise;
AND WHEREAS the parties have agreed to settle this action, which
settlement shall not be deemed to be an admission of liability by World Gaming;
NOW, THEREFORE, in consideration of the obligations undertaken herein
and for other good and valuable consideration, the receipt and sufficiency are
hereby acknowledged, the parties agree as follows:
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1. World Gaming shall pay to Sunrise the sum of $230,000 U.S. (the
"Settlement Funds"), which amount includes settlement of the principal and
interest due and owing for monthly rental payments pursuant to the Equipment
Leases referenced in the Statement of Claim herein, and for consideration for
the residual value purchase price of the "Leased Equipment" as referenced in
paragraph 3 herein, as follows:
(i) payment of $25,000 U.S. immediately upon execution by the parties
of these minutes, the full and final mutual release in standard form
subsequently referred to herein, the consent to judgment and the consent to
dismissal without costs, all of which are subsequently referred to herein; and
(ii) payment of the balance of $205,000 U.S. by way of twelve equal
monthly instalments on the first day of each month beginning September 1, 2003
and ending August 1, 2004, each in the sum of $17,083.33 U.S., by way of bank
wire transfer to the following account:
Sunrise Leasing Corporation
U.S. Bank Account 160233811373
ABA091000022
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx
XX 00000.
2. Sunrise hereby confirms that it has valid right, title and interest to
the "Leased Equipment", as defined in the Statement of Claim herein, free from
any and all encumbrances, liens and claims;
3. Sunrise shall be deemed to convey to World Gaming all of its right,
title and interest to the "Leased Equipment" as defined in the Statement of
Claim herein for the sum of $25,900 U.S., representing the fair market value of
the "Leased Equipment" at the end of the terms of the Equipment Leases which
formed the subject matter of the within action, and which transfer shall occur
immediately upon Sunrise's receipt of full payment of the Settlement Funds,
which Settlement Funds include payment of the $25,900 U.S. referenced herein;
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4. World Gaming shall forthwith execute a consent to judgment in this
action in favour of Sunrise in the sum of $300,000 U.S. less any amounts paid by
World Gaming pursuant to these Minutes of Settlement prior to the date of
Judgment, which consent shall be held in escrow by Sunrise's solicitors .
Sunrise shall not be entitled to take out such judgment, nor seek to enforce it
unless, and until World Gaming fails to comply with any of its obligations as
provided herein, and fails to rectify any event of default within (7) seven
business days of delivery of written notice of default, which written notice
shall be delivered by facsimile transmission to World Gaming at
0-(000)-000-0000, and contemporaneously to its solicitors Xxxxxx Xxxxxxx LLP c/o
Xxxxxxx Xxxxxxxxx at (000) 000-0000. In the event that Sunrise is entitled to
enforce the said Judgment, any and all payments made by World Gaming pursuant to
this settlement shall be credited by Sunrise against the sum of $300,000 U.S.,
as the judgment amount.
5. The parties shall forthwith execute a consent to an order dismissing
this action without costs (the "dismissal order") which consent shall be held in
escrow by World Gaming's solicitors. The said dismissal order shall not be
obtained unless and until payment of the full Settlement Funds of $230,000 U.S.
has been acknowledged in writing by Sunrise or its solicitors, Gowlings, which
acknowledgement shall be delivered to World Gaming's solicitors by facsimile
transmission immediately upon receipt of the final payment of the Settlement
Funds.
6. The parties shall execute a release with respect to the subject matter
of this action as per Schedule "A" hereto. A fully executed copy of the said
release will be held by each of the parties' respective solicitors in escrow
until such time as Sunrise or Gowlings provide the acknowledgment referred to in
paragraph 6 above, at which time the said escrow shall be at an end and the
release shall be given full force and effect. The release executed by Sunrise
shall release World Gaming, Starnet Communications Canada Inc. and Inphinity
Interactive Inc.(the "Corporate Releasees") as well as, in the case of all
Corporate Releasees, their affiliated, associated, subsidiary and related
companies (the "Affiliates") and all of the Corporate Releasees and Affiliates'
officers, directors, employees, agents and insurers.
-4-
7. These Minutes of Settlement, and the Consents and the Release may be
executed in counterparts and delivered by facsimile transmission with originals
to follow by mail, and when such counterparts have been executed by each of the
parties, the executed counterparts together will constitute valid and binding
minutes of settlement.
IN WITNESS WHEREOF the parties have executed these Minutes of
Settlement on the dates indicated below.
SUNRISE INTERNATIONAL LEASING CORP.
Date: August , 2003 _____________________________________________
Print Name:
Title:
I have the authority to bind the corporation.
WORLD GAMING PLC
Date: August , 2003 _____________________________________________
Print Name:
Title:
I have the authority to bind the corporation.
________________________________________________________________________________
Court File No.: 02-CV-227946 CM3
SUNRISE INTERNATIONAL LEASING CORP. V. WORLD GAMING PLC
- Plaintiff - - Defendant -
________________________________________________________________________________
ONTARIO
SUPERIOR COURT OF JUSTICE
(PROCEEDING COMMENCED AT TORONTO)
________________________________________________________________________________
MINUTES OF SETTLEMENT
________________________________________________________________________________
GOWLING XXXXXXX XXXXXXXXX LLP
Barristers and Solicitors
0000 Xxxxxxxx Xxxxx Xxxx
X.X. Box 438 TORONTO,
Ontario
M5L 1J3
X. Xxxxxxx Xxxxxx
LSUC No.: 19536O
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SOLICITORS FOR THE PLAINTIFF
________________________________________________________________________________
SCHEDULE A TO EXHIBIT 4.30
Court File No. 02-CV-227946 CM3
ONTARIO
SUPERIOR COURT OF JUSTICE
B E T W E E N:
SUNRISE INTERNATIONAL LEASING CORP.
Plaintiff
- and -
WORLD GAMING INC.
Defendant
________________________________________
FULL AND FINAL RELEASE
________________________________________
IN CONSIDERATION of the payment of the sum of $230,000 U.S. (the
"Settlement Funds"), the settlement of this action and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
each of the parties (the "releasors") hereby remises, releases and forever
discharges the other, together with the officers, directors, employees, agents,
insurers, affiliates, associates, subsidiaries, related companies, successors
and assigns of the other (and, in the case of the releasor Sunrise International
Leasing Corp. ("Sunrise"), Sunrise also remises, releases and forever discharges
each of Starnet Communications Canada Inc. and Inphinity Interactive Inc. and
their officers, directors, employees, agents, insurers, affiliates, associates,
subsidiaries and related companies) (collectively, the "releasees") from all
actions, causes of action, claims, liabilities, obligations, covenants, demands
and debts of every nature and kind that have in the past existed, exist now or
may in future accrue by reason of any matter or thing pertaining to the "Leased
Equipment" defined in the statement of claim in this action (title to which
Leased Equipment World Gaming
-2-
acknowledges it has received on an "as is, where is" basis) and pertaining to
the claims and allegations made in this action.
For greater certainty, this release does not apply to, and does not
release the releasees from any obligation of the releasees arising under the
Minutes of Settlement by which they have agreed to settle this action.
The releasors acknowledges that the consideration hereby given
is deemed not to be any admission of liability by or on the part of any of the
Releasees.
The releasors also hereby covenant not to initiate or continue any
legal proceeding against any person or entity:
(a) who has claimed, in future claims, or may reasonably be expected in
future to claim indemnity or contribution from any of the Releasees, or
(b) that results or may result (whether directly or indirectly against
intermediate parties by way of third or subsequent party claim or an
independent legal proceeding) in a claim or liability against any of
the Releasees
in respect of any of the subject matter covered by this release, and further to
indemnify the Releasees against any and all liability (including in respect of
legal costs on a substantial indemnity scale) that may attach to any of them as
a result of or by reason of any such claim for indemnity or contribution arising
out of any legal proceeding initiated or continued in contravention of this
covenant, whether or not any of the Releasees defends any such legal
proceedings.
And for the said consideration, it is agreed and understood that this
Release shall operate conclusively as an estoppel in the event of any claim,
action, complaint or proceeding which might be brought in the future by the
parties hereto, or any of them, with respect to the matters covered by this
Release and that this Release may be pleaded in the event any such claim,
action, complaint or proceeding is brought, as a complete defence and reply, and
may be relied upon in any proceeding to dismiss the claim, action, complaint or
proceeding on a summary basis and no objection will be raised by the parties
hereto in any subsequent action that the other parties in the subsequent action
were not privy to formation of this Release.
And Sunrise International Leasing Corp. and World Gaming PLC hereby
confirm that they have instructed their respective solicitors to settle Superior
Court of Justice Action No. 02-CV-227946 CM3, issued out of Toronto, and to
consent to the dismissal of that action, with prejudice and without costs.
And for the said consideration Sunrise International Leasing Corp. and
World Gaming PLC. hereby represent and warrant that they have not assigned to
any person, firm or corporation any of the actions, causes of action, claims,
debts, suits or demands of any nature or kind which it has released by this
Release.
And it is understood and agreed that the granting of this Release by
Sunrise International Leasing Corp. and World Gaming PLC is not, and should not
be construed to be, an admission of liability or obligation on the part of any
party hereto and such liability or obligation is specifically denied.
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And Sunrise International Leasing Corp. and World Gaming PLC
acknowledge that they have had an adequate opportunity to review this Release,
to obtain independent legal advice with respect to this Release, and to obtain
any such other advice in regard to this Release as they may have considered
advisable.
This release may be executed in counterparts and, when such
counterparts have been executed by each of the parties, the executed
counterparts together will constitute a valid and binding release.
IN WITNESS WHEREOF the releasors have executed this release on the
dates indicated below.
SUNRISE INTERNATIONAL LEASING CORP.
Date: August , 2003 _____________________________________________
Print Name:
Title:
I have the authority to bind the corporation.
WORLD GAMING PLC
Date: August , 2003 _____________________________________________
Print Name:
Title:
I have the authority to bind the corporation.
________________________________________________________________________________
Court File No.: 02-CV-227946 CM3
SUNRISE INTERNATIONAL LEASING CORP. V. WORLD GAMING PLC
- Plaintiff - - Defendant -
________________________________________________________________________________
ONTARIO
SUPERIOR COURT OF JUSTICE
(PROCEEDING COMMENCED AT TORONTO)
________________________________________________________________________________
FULL AND FINAL RELEASE
________________________________________________________________________________
GOWLING XXXXXXX XXXXXXXXX LLP
Barristers and Solicitors
0000 Xxxxxxxx Xxxxx Xxxx
X.X. Box 438 TORONTO,
Ontario
M5L 1J3
X. Xxxxxxx Xxxxxx
LSUC No.: 19536O
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SOLICITORS FOR THE PLAINTIFF
________________________________________________________________________________