EXHIBIT 10.3
SETTLEMENT AGREEMENT AND RELEASES
This Settlement Agreement and Release (the "Agreement") is made and entered
into as of December 31, 1997 by and among Artra Group Incorporated ("Artra"), a
corporation organized under the laws of the State of Pennsylvania, Xxxxx Xxxxxx
and Xxxx Xxxxxx, on the one hand, and Salomon Brothers Holding Company Inc, a
corporation organized under the laws of the State of Delaware, and any of its
successors (collectively "SBHC"), Salomon Brothers Inc ("SBI"), a corporation
organized under the laws of the State of Delaware (along with SBHC, "Salomon"),
X.X. Xxxxx & Associates, L.P. ("DPK"), a Delaware Limited Partnership, Xxxxxxx
X. Xxxxxxxxxx, Xxxxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx Xxxxxx (erroneously
sued in the actions defined below as the "Original Action", the "Federal Action"
and the "Elghanian Action" as Xxxxxxx Xxxxxxx), Xxxxxxx X. Xxxxxxxxx
(collectively without Salomon and DPK, the "Individual Defendants"), Envirodyne
Industries, Inc., a corporation organized under the laws of the State of
Delaware, and any of its predecessors ("Envirodyne"), and Emerald Acquisition
Corporation ("Emerald"), a corporation organized under the laws of the State of
Delaware, on the other hand.
WHEREAS, Artra has instituted an action in the Circuit Court of the
Eighteenth Judicial District, Du Page County, Wheaton, Illinois, against
Salomon, DPK and the Individual Defendants, entitled Artra Group Incorporated x.
Xxxxxxx Brothers Holding Company Inc, et al., Index No. 93 L 2198 (the "Original
Action");
WHEREAS, the Original Action allegedly was removed by Salomon, DPK and the
Individual Defendants to the bankruptcy proceedings of both Emerald, Case No.
93-B-17632 (the "Emerald Bankruptcy") and Envirodyne, Case No. 93-B-00319 (the
"Envirodyne Bankruptcy"), in the United States Bankruptcy Court for the Northern
District of Illinois, Eastern Division (the "Bankruptcy Court");
WHEREAS, certain causes of action were remanded to the Circuit Court of the
Eighteenth Judicial District, Du Page County, Wheaton, Illinois (the "State
Action"), and the remaining causes of action remained before the Bankruptcy
Court in both the Emerald Bankruptcy, as Adversary Xx. 00 X 00000 and the
Envirodyne Bankruptcy, as Adversary No. 93 A 01617, each entitled Artra Group
Incorporated x. Xxxxxxx Brothers Holding Company, Inc., et al. (the "Federal
Action");
WHEREAS, the Federal Action was dismissed by the Bankruptcy Court, which
dismissal was affirmed by the United States District Court for the Northern
District of Illinois, Eastern Division;
WHEREAS, Artra has appealed the dismissal of the Federal Action to the
United States Court of Appeals for the Seventh Circuit, No. 96-3997 (the
"Appeal"), which appeal is currently pending;
WHEREAS, the State Action is currently pending against Salomon, Xxxxxxx
Xxxxxxxxxx and Xxxxxxx Xxxxxxxxx, and has been dismissed as against DPK and
Xxxxxx X. Xxxxx;
WHEREAS, Salomon, DPK and the Individual Defendants have denied any
liability to Artra with respect to the causes of action asserted in the State
Action and in the Federal Action;
WHEREAS, Artra commenced an action related to certain pay-in-kind notes
issued by Emerald in favor of Artra in the Circuit Court of the Eighteenth
Judicial District, Du Page County, Wheaton, Illinois, against Emerald, Case Xx.
00 X 0000 (xxx "Xxxx Action");
WHEREAS, judgment was entered in favor of Artra and against Emerald in the
amount of $38,906,434.02 in the Bond Action;
WHEREAS, Emerald has appealed the judgment in the Bond Action to the
Appellate Court of Illinois, Second District, which appeal is currently pending
and has been stayed by the Emerald Bankruptcy;
WHEREAS, all of the parties hereto, with the exception of Envirodyne and
Emerald, have had claims asserted against them in an action commenced in the
Supreme Court of the State of New York for the County of New York, Elghanian x.
Xxxxxx, et al., Index No. 103826/95 (the "Elghanian Action"), which action has
been dismissed and is being appealed;
WHEREAS, the parties hereto believe that the claims asserted in the
Elghanian Action are without merit;
WHEREAS, the parties hereto desire to settle the differences between them
as set forth herein;
NOW, THEREFORE, in consideration of the covenants and promises contained
herein below, the parties hereto have agreed as follows:
1. Upon execution of the Agreement, Salomon shall pay to Artra the sum of
Eleven ($11,000,000) Dollars. The payment shall be made by wire transfer of
$9,761,379.07 to the account of Artra Group Incorporated, First National Bank of
Chicago, 000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, ABA No. 000000000, Account
No. 1115001120773, Attn: Xx. Xxxx Xxxxxx (847/441-1363) and delivery to Moses &
Singer, 1301 Avenue of the Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, of a check drawn
on a Salomon account or the account of a Salomon affiliate in the amount of
$1,238,620.93 payable to Moses & Singer LLP.
2. Artra represents that it does not have any complaints, suits, actions,
charges, claims, causes, appeals and/or proceedings presently pending against
Salomon, DPK, the Individual Defendants, Envirodyne and/or Emerald, other than
the State Action, the Federal Action, the Appeal, Emerald's appeal of the Bond
Action and any proofs of claim filed in the Emerald Bankruptcy.
3. Concurrently with the receipt of the payment provided for in paragraph
1, Artra shall execute and deliver to Salomon withdrawals or dismissals, as the
case may be, with prejudice, of the State Action and the Appeal. Thereafter, at
Salomon's request Artra shall take such additional steps as are necessary to
effectuate the withdrawals or dismissals, with prejudice, of the State Action,
the Federal Action and the Appeal.
4. Concurrently with Emerald's execution and delivery of the Agreement,
duly approved by the Bankruptcy Court, to Artra, Artra shall deliver to Emerald
an executed satisfaction of judgment to be entered in the Circuit Court of the
Eighteenth Judicial District, Du Page County, Wheaton, Illinois for the judgment
obtained in the Bond Action, as well as take all steps necessary to dismiss and
withdraw, with prejudice, any and all proofs of claim filed by Artra in the
Emerald Bankruptcy and to waive any right to any distribution in the Emerald
Bankruptcy.
5. Concurrently with Artra's execution and delivery of the Agreement, DPK
shall execute and deliver to Artra a withdrawal of its motion for costs in the
State Action. Thereafter, at Artra's request DPK shall take such additional
steps as are necessary to effectuate the withdrawal of its motion for costs in
the State Action.
6. Artra, for itself and its successors and assigns, irrevocably releases
and forever discharges SBHC, SBI, Travelers Group Inc. ("Travelers"), a
corporation organized under the laws of the State of Delaware, DPK, Emerald and
each of the Individual Defendants, and each of their predecessors, successors,
assigns, present and former officers, directors, employees, agents, attorneys,
representatives, affiliates, parent corporations, direct and indirect
subsidiaries, heirs, executors and administrators, from any and all claims,
actions, causes of action, debts, damages, expenses, losses, costs, grievances,
indemnity claims, contribution claims, subrogation claims and liabilities of any
kind or any nature whatsoever, whether actual or potential, known or unknown,
suspected or unsuspected, direct or indirect, fixed or contingent, that may
exist in law or in equity, which Artra may have or claim to have arising from or
in any way connected with (i) the claims asserted in the State Action, the
Federal Action, the Elghanian Action or the Bond Action, (ii) the leveraged
buyout of Envirodyne in 1989, (iii) Envirodyne, (iv) Emerald, (v) the Envirodyne
Bankruptcy, or (vi) the Emerald Bankruptcy, including, but not limited to, all
causes of action actually asserted or which could have been asserted in the
Emerald Bankruptcy, the Envirodyne Bankruptcy, the State Action, the Federal
Action, the Elghanian Action or the Bond Action.
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7. Artra, for itself and its successors and assigns, irrevocably releases
and forever discharges Envirodyne, and each of its predecessors, successors,
assigns, present and former officers, directors, employees, agents, attorneys,
representatives, affiliates, parent corporations, direct and indirect
subsidiaries, heirs, executors and administrators, from any and all claims,
actions, causes of action, debts, damages, expenses, losses, costs, grievances,
indemnity claims, contribution claims, subrogation claims and liabilities of any
kind or any nature whatsoever, whether actual or potential, known or unknown,
suspected or unsuspected, direct or indirect, fixed or contingent, that may
exist in law or in equity, which Artra may have or claim to have arising from or
in any way connected with (i) the claims asserted in the State Action, the
Federal Action, the Elghanian Action or the Bond Action, (ii) the leveraged
buyout of Envirodyne in 1989, (iii) Envirodyne, (iv) Emerald, (v) the Envirodyne
Bankruptcy, or (vi) the Emerald Bankruptcy, including, but not limited to, all
causes of action actually asserted or which could have been asserted in the
Emerald Bankruptcy, the Envirodyne Bankruptcy, the State Action, the Federal
Action, the Elghanian Action or the Bond Action, except that Artra specifically
reserves and does not release or discharge any defenses, counterclaims,
crossclaims, claims, actions, causes of action, debts, damages, expenses,
losses, costs, grievances and liabilities of any kind arising in connection with
claims which may be asserted by the PSC Resources Site PRP Group, Envirodyne,
Monsanto Company, Marane Oil Corp or any other third-party, related to a Palmer,
Massachusetts, environmental clean-up site.
8. SBHC, for itself and its successors and assigns, irrevocably releases
and forever discharges Artra, Xxxxx Xxxxxx, Xxxx Xxxxxx, DPK, Envirodyne,
Emerald and Xxxxxx X. Xxxxx, and each of their predecessors, successors,
assigns, present and former officers, directors, employees, agents, attorneys,
representatives, affiliates, parent corporations, direct and indirect
subsidiaries, heirs, executors and administrators, from any and all claims,
actions, causes of action, debts, damages, expenses, losses, costs, grievances,
indemnity claims, contribution claims, subrogation claims and liabilities of any
kind or any nature whatsoever, whether actual or potential, known or unknown,
suspected or unsuspected, direct or indirect, fixed or contingent, that may
exist in law or in equity, which SBHC may have or claim to have arising from or
in any way connected with (i) the claims asserted in the State Action, the
Federal Action, the Elghanian Action or the Bond Action, (ii) the leveraged
buyout of Envirodyne in 1989, (iii) Envirodyne, (iv) Emerald, (v) the Envirodyne
Bankruptcy, or (vi) the Emerald Bankruptcy, including, but not limited to, all
causes of action actually asserted or which could have been asserted in the
Emerald Bankruptcy, the Envirodyne Bankruptcy, the State Action, the Federal
Action, the Elghanian Action or the Bond Action.
9. SBI, for itself and its successors and assigns, irrevocably releases and
forever discharges Artra, Xxxxx Xxxxxx, Xxxx Xxxxxx, DPK, Envirodyne, Emerald
and Xxxxxx X. Xxxxx, and each of their predecessors, successors, assigns,
present and former officers, directors, employees, agents, attorneys,
representatives, affiliates, parent corporations, direct and indirect
subsidiaries, heirs, executors and administrators, from any and all claims,
actions, causes of action, debts, damages, expenses, losses, costs, grievances,
indemnity claims, contribution claims, subrogation claims and liabilities of any
kind or any nature whatsoever, whether actual or potential, known or unknown,
suspected or unsuspected, direct or indirect, fixed or contingent, that may
exist in law or in equity, which SBI may have or claim to have arising from or
in any way connected with (i) the claims asserted in the State Action, the
Federal Action, the Elghanian Action or the Bond Action, (ii) the leveraged
buyout of Envirodyne in 1989, (iii) Envirodyne, (iv) Emerald, (v) the Envirodyne
Bankruptcy, or (vi) the Emerald Bankruptcy, including, but not limited to, all
causes of action actually asserted or which could have been asserted in the
Emerald Bankruptcy, the Envirodyne Bankruptcy, the State Action, the Federal
Action, the Elghanian Action or the Bond Action.
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10. Envirodyne, for itself and its predecessors, successors and assigns,
irrevocably releases and forever discharges Artra, Xxxxx Xxxxxx and Xxxx Xxxxxx,
and each of their predecessors, successors, assigns, present and former
officers, directors, employees, agents, attorneys, representatives, affiliates,
parent corporations, direct and indirect subsidiaries, heirs, executors and
administrators, from any and all claims, actions, causes of action, debts,
damages, expenses, losses, costs, grievances, indemnity claims, contribution
claims, subrogation claims and liabilities of any kind or any nature whatsoever,
whether actual or potential, known or unknown, suspected or unsuspected, direct
or indirect, fixed or contingent, that may exist in law or in equity, which
Envirodyne may have or claim to have arising from or in any way connected with
(i) the claims asserted in the State Action, the Federal Action, the Elghanian
Action or the Bond Action, (ii) the leveraged buyout of Envirodyne in 1989,
(iii) Envirodyne, (iv) Emerald, (v) the Envirodyne Bankruptcy, or (vi) the
Emerald Bankruptcy, including, but not limited to, all causes of action actually
asserted or which could have been asserted in the Emerald Bankruptcy, the
Envirodyne Bankruptcy, the State Action, the Federal Action, the Elghanian
Action or the Bond Action, except that Envirodyne specifically reserves and does
not release or discharge any defenses, counterclaims, crossclaims, claims,
actions, causes of action, debts, damages, expenses, losses, costs, grievances
and liabilities of any kind arising in connection with claims which may be
asserted by the PSC Resources Site PRP Group, Artra, Monsanto Company, Marane
Oil Corp or any other third-party, related to a Palmer, Massachusetts,
environmental clean-up site, including any absolute or affirmative defenses that
Envirodyne may have, including, but not limited to, Artra's failure to file a
proof of claim in the Envirodyne Bankruptcy.
11. Envirodyne, for itself and its predecessors, successors and assigns,
irrevocably releases and forever discharges SBHC, SBI, Travelers, and each of
the Individual Defendants, excluding Xxxxxx X. Xxxxx, and each of their
predecessors, successors, assigns, present and former officers, directors,
employees, agents, attorneys, representatives, affiliates, parent corporations,
direct and indirect subsidiaries, heirs, executors and administrators, from any
and all claims, actions, causes of action, debts, damages, expenses, losses,
costs, grievances, indemnity claims, contribution claims, subrogation claims and
liabilities of any kind or any nature whatsoever, whether actual or potential,
known or unknown, suspected or unsuspected, direct or indirect, fixed or
contingent, that may exist in law or in equity, which Envirodyne may have or
claim to have arising from or in any way connected with (i) the claims asserted
in the State Action, the Federal Action, the Elghanian Action, or the Bond
Action, (ii) the leveraged buyout of Envirodyne in 1989, (iii) Envirodyne, (iv)
Emerald, (v) the Envirodyne Bankruptcy, or (vi) the Emerald Bankruptcy,
including, but not limited to, all causes of action actually asserted or which
could have been asserted in the Emerald Bankruptcy, the Envirodyne Bankruptcy,
the State Action, the Federal Action, the Elghanian Action or the Bond Action.
12. Emerald, for itself and its successors and assigns, irrevocably
releases and forever discharges Artra, Xxxxx Xxxxxx, Xxxx Xxxxxx, SBHC, SBI,
Travelers, DPK, Xxxxxx X. Xxxxx and each of the Individual Defendants, and each
of their predecessors, successors, assigns, present and former officers,
directors, employees, agents, attorneys, representatives, affiliates, parent
corporations, direct and indirect subsidiaries, heirs, executors and
administrators, from any and all claims, actions, causes of action, debts,
damages, expenses, losses, costs, grievances, indemnity claims, contribution
claims, subrogation claims and liabilities of any kind or any nature whatsoever,
whether actual or potential, known or unknown, suspected or unsuspected, direct
or indirect, fixed or contingent, that may exist in law or in equity, which
Emerald may have or claim to have arising from or in any way connected with (i)
the claims asserted in the State Action, the Federal Action, the Elghanian
Action or the Bond Action, (ii) the leveraged buyout of Envirodyne in 1989,
(iii) Envirodyne, (iv) Emerald, (v) the Envirodyne Bankruptcy, or (vi) the
Emerald Bankruptcy, including, but not limited to, all causes of action actually
asserted or which could have been asserted in the Emerald Bankruptcy, the
Envirodyne Bankruptcy, the State Action, the Federal Action, the Elghanian
Action or the Bond Action.
13. DPK, for itself, its partners and its successors and assigns,
irrevocably releases and forever discharges Artra, Xxxxx Xxxxxx, Xxxx Xxxxxx,
SBHC, SBI, Travelers, Emerald and the Individual Defendants, excluding Xxxxxx X.
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Xxxxx, and each of their predecessors, successors, assigns, present and former
officers, directors, employees, agents, attorneys, representatives, affiliates,
parent corporations, direct and indirect subsidiaries, heirs, executors and
administrators, from any and all claims, actions, causes of action, debts,
damages, expenses, losses, costs, grievances, indemnity claims, contribution
claims, subrogation claims and liabilities of any kind or any nature whatsoever,
whether actual or potential, known or unknown, suspected or unsuspected, direct
or indirect, fixed or contingent, that may exist in law or in equity, which DPK
may have or claim to have arising from or in any way connected with (i) the
claims asserted in the State Action, the Federal Action, the Elghanian Action or
the Bond Action, (ii) the leveraged buyout of Envirodyne in 1989, (iii)
Envirodyne, (iv) Emerald, (v) the Envirodyne Bankruptcy, or (vi) the Emerald
Bankruptcy, including, but not limited to, all causes of action actually
asserted or which could have been asserted in the Emerald Bankruptcy, the
Envirodyne Bankruptcy, the State Action, the Federal Action, the Elghanian
Action or the Bond Action.
14. The Individual Defendants, excluding Xxxxxx X. Xxxxx, each for
themselves and their heirs, executors, administrators, successors and assigns,
irrevocably release and forever discharge Artra, Xxxxx Xxxxxx, Xxxx Xxxxxx, DPK,
Xxxxxx X. Xxxxx, Envirodyne and Emerald, and each of their predecessors,
successors, assigns, present and former officers, directors, employees, agents,
attorneys, representatives, affiliates, parent corporations, direct and indirect
subsidiaries, heirs, executors and administrators, from any and all claims,
actions, causes of action, debts, damages, expenses, losses, costs, grievances,
indemnity claims, contribution claims, subrogation claims and liabilities of any
kind or any nature whatsoever, whether actual or potential, known or unknown,
suspected or unsuspected, direct or indirect, fixed or contingent, that may
exist in law or in equity, which the Individual Defendants, individually and
collectively, may have or claim to have arising from or in any way connected
with (i) the claims asserted in the State Action, the Federal Action, the
Elghanian Action or the Bond Action, (ii) the leveraged buyout of Envirodyne in
1989, (iii) Envirodyne, (iv) Emerald, (v) the Envirodyne Bankruptcy, or (vi) the
Emerald Bankruptcy, including, but not limited to, all causes of action actually
asserted or which could have been asserted in the Emerald Bankruptcy, the
Envirodyne Bankruptcy, the State Action, the Federal Action, the Elghanian
Action or the Bond Action.
15. Xxxxx Xxxxxx and Xxxx Xxxxxx, each for themselves and their heirs,
executors, administrators, successors and assigns, irrevocably release and
forever discharge, SBHC, SBI, Travelers, DPK, Emerald and each of the Individual
Defendants, and each of their predecessors, successors, assigns, present and
former officers, directors, employees, agents, attorneys, representatives,
affiliates, parent corporations, direct and indirect subsidiaries, heirs,
executors and administrators, from any and all claims, actions, causes of
action, debts, damages, expenses, losses, costs, grievances, indemnity claims,
contribution claims, subrogation claims and liabilities of any kind or any
nature whatsoever, whether actual or potential, known or unknown, suspected or
unsuspected, direct or indirect, fixed or contingent, that may exist in law or
in equity, which Xxxxx Xxxxxx or Xxxx Xxxxxx, individually or collectively, may
have or claim to have arising from or in any way connected with (i) the claims
asserted in the State Action, the Federal Action, the Elghanian Action or the
Bond Action, (ii) the leveraged buyout of Envirodyne in 1989, (iii) Envirodyne,
(iv) Emerald, (v) the Envirodyne Bankruptcy, or (vi) the Emerald Bankruptcy,
including, but not limited to, all causes of action actually asserted or which
could have been asserted in the Emerald Bankruptcy, the Envirodyne Bankruptcy,
the State Action, the Federal Action, the Elghanian Action or the Bond Action.
16. Xxxxx Xxxxxx and Xxxx Xxxxxx, each for themselves and their heirs,
executors, administrators, successors and assigns, irrevocably release and
forever discharge Envirodyne, and each of its predecessors, successors, assigns,
present and former officers, directors, employees, agents, attorneys,
representatives, affiliates, parent corporations, direct and indirect
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subsidiaries, heirs, executors and administrators, from any and all claims,
actions, causes of action, debts, damages, expenses, losses, costs, grievances,
indemnity claims, contribution claims, subrogation claims and liabilities of any
kind or any nature whatsoever, whether actual or potential, known or unknown,
suspected or unsuspected, direct or indirect, fixed or contingent, that may
exist in law or in equity, which Xxxxx Xxxxxx or Xxxx Xxxxxx, individually or
collectively, may have or claim to have arising from or in any way connected
with (i) the claims asserted in the State Action, the Federal Action, the
Elghanian Action or the Bond Action, (ii) the leveraged buyout of Envirodyne in
1989, (iii) Envirodyne, (iv) Emerald, (v) the Envirodyne Bankruptcy, or (vi) the
Emerald Bankruptcy, including, but not limited to, all causes of action actually
asserted or which could have been asserted in the Emerald Bankruptcy, the
Envirodyne Bankruptcy, the State Action, the Federal Action, the Elghanian
Action or the Bond Action, except that Xxxxx Xxxxxx and Xxxx Xxxxxx,
individually and collectively, specifically reserve and do not release or
discharge any defenses, counterclaims, crossclaims, claims, actions, causes of
action, debts, damages, expenses, losses, costs, grievances and liabilities of
any kind arising in connection with claims which may be asserted by the PSC
Resources Site PRP Group, Envirodyne, Monsanto Company, Marane Oil Corp or any
other third-party, related to a Palmer, Massachusetts, environmental clean-up
site.
17. Xxxxxx X. Xxxxx, for himself and his heirs, executors, administrators,
successors and assigns, irrevocably releases and forever discharges Artra, Xxxxx
Xxxxxx, Xxxx Xxxxxx, SBI, SBHC, Travelers, Emerald and the Individual
Defendants, and each of their predecessors, successors, assigns, present and
former officers, directors, employees, agents, attorneys, representatives,
affiliates, parent corporations, direct and indirect subsidiaries, heirs,
executors and administrators, from any and all claims, actions, causes of
action, debts, damages, expenses, losses, costs, grievances, indemnity claims,
contribution claims, subrogation claims and liabilities of any kind or any
nature whatsoever, whether actual or potential, known or unknown, suspected or
unsuspected, direct or indirect, fixed or contingent, that may exist in law or
in equity, which Xxxxxx X. Xxxxx may have or claim to have arising from or in
any way connected with (i) the claims asserted in the State Action, the Federal
Action, the Elghanian Action or the Bond Action, (ii) the leveraged buyout of
Envirodyne in 1989, (iii) Envirodyne, (iv) Emerald, (v) the Envirodyne
Bankruptcy, or (vi) the Emerald Bankruptcy, including, but not limited to, all
causes of action actually asserted or which could have been asserted in the
Emerald Bankruptcy, the Envirodyne Bankruptcy, the State Action, the Federal
Action, the Elghanian Action or the Bond Action.
18. Each of the parties hereto represents that it has not assigned,
transferred or otherwise conveyed to any third party any rights, claims,
actions, causes of action, debts, damages, expenses, losses, costs, grievances,
indemnity claims, contribution claims, subrogation claims and liabilities of any
kind or any nature whatsoever, whether actual or potential, known or unknown,
suspected or unsuspected, direct or indirect, fixed or contingent, that may
exist in law or in equity, against any party hereto, which arose from or are in
any way connected with (i) the claims asserted in the State Action, the Federal
Action, the Elghanian Action or the Bond Action, (ii) the leveraged buyout of
Envirodyne in 1989, (iii) Envirodyne, (iv) Emerald (v) the Envirodyne
Bankruptcy, or (vi) the Emerald Bankruptcy. Notwithstanding the foregoing, the
parties hereto acknowledge that one or more of the Salomon entities has merged
with a direct or indirect subsidiary of Travelers. As between DPK, Xxxxxx X.
Xxxxx, Envirodyne, SBHC, SBI, Travelers, and their respective affiliates, the
subject matter of the releases set forth in paragraphs 8, 9, 11, 13 and 17 above
are not intended to, and shall not, release, include or alter any existing
securities account relationships, insurance policy, investment or trading
account holding equity or debt securities, or mutual or private fund investments
between or among any such person or entity.
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19. Salomon represents that: (i) it has incurred legal expenses on behalf
of Xxxxxxx Xxxxxx ("Xxxxxx") and Xxxxx X. Xxxxxx ("Xxxxxx") related to the State
Action, the Federal Action, the Appeal and the Elghanian Action; (ii) to the
best of its knowledge Xxxxxx and Xxxxxx have not personally incurred legal
expenses related to the State Action, the Federal Action, the Appeal or the
Elghanian Action; and (iii) it is unaware of any claims, actions, causes of
action, debts, damages, expenses, losses, costs, grievances and liabilities of
any kind or any nature whatsoever, whether actual or potential, known or
unknown, suspected or unsuspected, direct or indirect, fixed or contingent, that
may exist in law or in equity, possessed by Xxxxxx and Xxxxxx against Artra,
Xxxxx Xxxxxx or Xxxx Xxxxxx. Further, Salomon shall use its best efforts to have
Xxxxxx and Xxxxxx execute the Agreement.
20. Each party hereto, other than the Individual Defendants, DPK, Xxxxx
Xxxxxx and Xxxx Xxxxxx, shall bear its or his own attorneys' fees and costs, if
any, in connection with the State Action, the Federal Action, the Appeal, the
Bond Action, the appeal of the Bond Action, the Elghanian Action and the
Agreement. No party hereto shall make any claim in the future against any other
party hereto with respect to such fees and costs, with the exception of a claim
by any of the Individual Defendants, DPK, Xxxxx Xxxxxx or Xxxx Xxxxxx as against
any party hereto who has been paying such fees and costs on their behalf prior
to the execution of the Agreement.
21. The Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same
instrument. Delivery of an executed counterpart of the signature page of the
Agreement by telephone facsimile transmission shall be equally effective as
manual delivery of an executed counterpart. Any party delivering an executed
counterpart of the signature page of the Agreement by telephone facsimile
transmission shall thereafter promptly manually deliver an executed counterpart,
but the failure to manually deliver such executed counterpart shall not effect
the validity, enforceability and binding effect of the Agreement.
22. The Agreement and its performance and enforcement shall be governed by
the laws of the State of New York, without regard to its rules regarding choice
of law.
23. The persons executing the Agreement on behalf of Artra, SBHC, SBI, DPK
and Envirodyne represent that they are authorized to execute the Agreement on
behalf of the Corporation or partnership on whose behalf they have executed the
Agreement.
24. The parties' execution, delivery and performance of the Agreement shall
not create or be deemed to create a partnership, joint venture or any other
business combination.
25. The Agreement is the entire understanding between Artra, Xxxxx Xxxxxx
and Xxxx Xxxxxx, on the one hand, and Salomon, DPK, each of the Individual
Defendants, Envirodyne and Emerald, on the other hand, relating to the subject
matter hereof and supersedes and merges all prior and contemporaneous agreements
and discussions, oral or written, between the parties. No statements, promises
or representations have been made by any party to any other, or relied upon, and
no consideration has been offered, promised, expected or held out other than as
expressly provided herein.
26. The Agreement may not be changed, altered, modified or amended except
in a writing signed by all parties.
27. The Agreement shall be fully and completely binding as to all parties
immediately upon its execution and delivery by SBI, SBHC, Artra, Xxxxx Xxxxxx,
Xxxx Xxxxxx, DPK, Envirodyne, Xxxxxx X. Xxxxx, Xxxxxxx Xxxxxxxxxx and Xxxxxxx
Xxxxxxxxx (the "Required Parties"), except that:
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(a) the release by Emerald set forth in paragraph 12 hereof, as
well as the release of Emerald by any party, as set forth in
the Agreement, shall not be binding and effective until (i)
either the entry of an order by the Bankruptcy Court (which
order shall have become final and unappealable) authorizing
Emerald to execute, deliver and perform the Agreement, or,
alternatively, the dismissal of the Emerald Bankruptcy, and
(ii) the execution and delivery of the Agreement by Emerald;
(b) notwithstanding any failure by Xxxxxx to execute and deliver
the Agreement, any and all releases of Xxxxxx shall be
immediately effective and binding when the Required Parties
have executed and delivered the Agreement; and
(c) notwithstanding any failure by Xxxxxx to execute and deliver
the Agreement, any and all releases of Xxxxxx shall be
immediately effective and binding when the Required Parties
have executed and delivered the Agreement;
28. As soon as practicable after the execution and delivery of the
Agreement by the Required Parties, Emerald shall apply to the Bankruptcy Court
for authority to execute, deliver and perform the Agreement.
29. The parties hereto acknowledge that they have read each and every
paragraph of the Agreement and that they understand their respective rights and
obligations hereunder and have been advised by their counsel in connection with
entering into the Agreement. The parties hereto acknowledge that they freely,
voluntarily and without coercion enter into the Agreement.
ARTRA GROUP INCORPORATED
By:
--------------------
Title:
SALOMON BROTHERS HOLDING
COMPANY INC
By:
--------------------
Title:
SALOMON BROTHERS INC
By:
--------------------
Title:
X.X. XXXXX & ASSOCIATES,
L.P.
By:
----------------------
Title:
8
ENVIRODYNE INDUSTRIES, INC.
By:
----------------------
Title:
EMERALD ACQUISITION CORPORATION
By:
----------------------
Title:
---------------------------
XXXXXXX X. XXXXXXXXXX
---------------------
XXXXXX X. XXXXX
---------------------
XXXXX X. XXXXXX
---------------------
XXXXXXX XXXXXX
-------------------------
XXXXXXX X. XXXXXXXXX
---------------------
XXXXX XXXXXX
---------------------
XXXX XXXXXX
9
