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EXHIBIT 10.1
AGREEMENT TO DISCHARGE DEBT
THIS AGREEMENT (the "AGREEMENT") is made and entered into as of this
17th day of April, 2001, between XXXXXX.XXX ONLINE, LLC, a Georgia limited
liability company ("XXXXXX.XXX"), and MAIL BOXES ETC. USA, INC., a California
corporation ("MBE").
RECITALS:
WHEREAS, MBE and Innotrac Corporation formed Xxxxxx.xxx Online, Inc.,
the predecessor to Xxxxxx.xxx, in May 2000 to serve as an internet and
catalog-based returns solution;
WHEREAS, MBE is entering into an agreement with United Parcel Service
General Services Co. ("UPS") whereby MBE is to sell substantially all of its
assets to UPS;
WHEREAS, in connection with the agreement with UPS, MBE desires to
cancel that certain promissory note dated December 29, 2000 by MBE in favor of
Xxxxxx.xxx (the "PROMISSORY NOTE") in the aggregate principal amount of
$3,368,000, together with all accrued interest thereon, and terminate that
certain pledge agreement entered into December 29, 2000 with Xxxxxx.xxx (the
"PLEDGE AGREEMENT") whereby MBE pledged 10,000,000 units of Xxxxxx.xxx limited
liability company interests (the "PLEDGED INTERESTS");
NOW THEREFORE, the parties in consideration of the mutual promises,
covenants and agreements set forth and contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Cancelation of the Promissory Note. The parties agree that the
Promissory Note is hereby cancelled, effective as of the date referenced above
(the "PROMISSORY NOTE CANCELLATION"). Pursuant to the Promissory Note
Cancellation, all rights and obligations under the Promissory Note are hereby
discharged.
2. Termination of the Pledge Agreement. The parties agree that
the Pledge Agreement is hereby terminated, effective as of the date referenced
above (the "PLEDGE AGREEMENT TERMINATION"). Pursuant to the Pledge Agreement
Termination, all rights and obligations under the Pledge Agreement are hereby
discharged.
3. Transfer of Pledged Interests to Xxxxxx.xxx. In consideration
for the Promissory Note Cancellation and the Pledge Agreement Termination, MBE
agrees to transfer to Xxxxxx.xxx the Pledged Interests, which constitute all of
MBE's interests in Xxxxxx.xxx, other than the shares being returned to
Xxxxxx.xxx pursuant to the Agreement to Terminate Services and Marketing
Agreement, of even date herewith.
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4. Representations.
(a) The parties represent that each has the full power and
authority to enter into this Agreement.
(b) The parties additionally represent that the officers whose
signatures appear below are duly elected and are authorized to enter into this
Agreement and that no other approvals (corporate or otherwise) are necessary
to effectuate the matters contemplated in this Agreement.
(c) MBE represents that other than as a result of the Pledge
Agreement, MBE owns the Pledged Interests free and clear of any and all liens
and that there are no outstanding contracts, demands, commitments or other
agreements or arrangements under which MBE is or may become obligated to sell,
transfer, pledge, hypothecate or assign any of the Shares.
5. Miscellaneous.
(a) The validity and effect of this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Georgia, without regard to its conflicts of laws principles.
(b) This Agreement constitutes the sole and entire agreement
between the parties with respect to the matters covered hereby. This Agreement
shall not be modified or amended except by another agreement in writing
executed by the parties hereto.
(c) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives on the day and year first
above written.
XXXXXX.XXX ONLINE, LLC
By: Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: CFO
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MAIL BOXES ETC. USA, INC.
By: Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
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Title: EVP
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives on the day and year first
above written.
XXXXXX.XXX ONLINE, LLC
By:
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Name:
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Title:
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MAIL BOXES ETC USA, INC.
By: Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
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Title: EVP
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