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The terms of this Release shall be in full and final settlement of all claims and
counterclaims which any of the Parties may have against any other of them under
or in relation to the Consent Agreements (whether or not such have been made the
subject of a claim or counterclaim at the Effective Date).
GENERAL PROVISIONS
Entire Agreement
This Release and the documents referred to herein constitute the entire
understanding between the Parties relating to its subject matter. Each Party
confirms that it has not relied on any representation, warranty, promise or
assurance, whether or not in writing, and whether or not negligent, given or made
by any other Party as an inducement to enter into this Release. Accordingly no
Party shall have any other right of action (except in the case of fraud) against any
other Party arising out of any such representation, warranty, promise or assurance.
Rights of Third Parties
No person who is not a Party to this Release shall have any right to enforce or
benefit from any term of this Release.
Law and Jurisdiction
This Release shall be governed by and shall be interpreted in accordance with
English Law and the Parties submit to the exclusive jurisdiction of the English
Courts.
IN WITNESS whereof the Parties have executed this Release as a deed on the date
first appearing above:
EXECUTED AS A DEED )
by POST OFFICE LTD acting )
by a director and its )
secretary/two directors )
)
/ GRO
)
) Director
EXECUTED AS A DEED
by FUJITSU SERVICES
(PATHWAY) LTD acting
by a director and its
secretary/two directors
Director
LONDON.677248.2
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EXECUTED AS A DEED
by FUJITSU SERVICES
(PATHWAY ASSET
COMPANY) LTD acting
y a direc! d its
rectors
retar
EXECUTED AS A DEED
by FUJITSU SERVICES
HOLDINGS PLC
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g!
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2b/HbsLYs/ Ler 4L OLYL-Dbo-bbZ/ Ror SuUrE boL ere oe
ICL PATHWAY LIMITED
Finance is being arranged for ICL Pathway Limited for the entire value of capital expenditure and for
related services expenditure on the Project, totalling approximately £200m. These arrangements are
designed to meet the majority of ICL Pathway’s financing needs over the term of the contract.
However, farther funding of £100m (approximately) for operational costs during roll out ( peaking in
1999), will be arranged by ICL in due course,
‘To enable the financing, ICL Pathway Limited is proposing to enter into a Leasing and Other Services
Agreement with ICL Pathway Asset Company Limited for the provision of capital and services
expenditure of up to £200m incurred before 31 December 1999. ICL Pathway Asset Company
Limited, formally Pathway 2000 (a dormant company wholly owned by ICL Pathway Limited) is
being structured as a special purpose funding vebicle which will enter into various agreements with
financial institutions to secure the funding,
Under these arrangements, ICL Pathway Asset Company Limited will arrange finance for up to
£200m, and will charge ICL Pathway Limited a monthly rental for the provision of the capital and
services expenditure. The rental will ensure that the underlying loans in ICL Pathway Asset Company
Limited will be fully recovered by 30” September 2005 (the end point of the POCL contract).
As part of the arrangement between ICL Pathway Limited and [CL Pathway Asset Company Limited,
a number of supply contracts will be assigned from ICL Pathway Limited to ICL Pathway Asset
Company Limited. ICL Pathway Limited will nonetheless carry out all the services as previously
contemplated avd contracted for, and the rights of BA/POCL will not be affected in any way.
Jt is proposed to appoint the following Directors to the Board of ICL Pathway Asset Company
Richard Christou
Stefan Riesenfeld
Tan Hill
and that Rod Scott remain as Company Secretary
‘The issued share capital of ICL. Pathway Asset Company Limited will be increased to £1,000 (at
present only £1 is issued) and it is proposed ICL Pathway Limited subscribe for the new shares.
RESOLVED
THAT the Board hereby appoints any of Stefan Rieseufeld, Tony Oppenheim or Richard Christou of
the Company Secretary to finalise these arrangements or as they may be varied at their discretion and
to sign the requisite documentation on behalf of ICL Pathway Limited.
SIGNED:
Director;
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im
pathway/m refin dec99 path
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nathwarinn refi daaQO mathe
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pathway/m refin dee99 path
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jar-2003 18:02
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Mar-2003 18: 10
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1) any document requiring a signature on\behalf of the Company should
be signed by any director of the Company;
2) any document to be executed by the Company should be executed as
provided by the Company’s Articles of Association or as otherwise
provided by law and that such document be exchanged with the other
parties thereto but pending any such exchange any such document
would not be considered as delivered; and
3) that approval of any document may be given by the Committee;
(g) the Releases each be and are hereby approved subject to such changes as the
Committee (established pursuant to Minute 6.2) (the “Committee”) may
approve;
(h) each of the Releases be signed by any director of the Company'or, if they are
to be executed by the Company, then to be executed as provided by the
Company’s Articles of Association or as otherwise provided by law and
exchanged with the other parties thereto but pending any such exchange the
Release(s) would not be considered as delivered;
(i) any director, or in the case of any deed any two directors of any director and
the secretary, be and is hereby authorised to take all steps and do all such
things and deeds as they consider neces
ary to give effect to the Restructuring
and to agree any amendmer
s to the above which he may consider nece:
to give effect to the Restructuring.
MEETING CLOSED
20. — There being no further business, the Chai
=
7
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