Amada America, Inc. v. Precision American Metals, LLC et al Document 10: Order

Filed April 4, 2008

Back to Amada America, Inc. v. Precision American Metals, LLC et al, Illinois Northern District Court Case No. 1:08-cv-01706

CONFESSION of Judgment Order Signed by Judge Honorable Charles R. Norgle, Sr on 4/4/2008.(vmj, )

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Page 1 Case 1:08-cv-01706 Document10 _ Filed 04/04/2008 Page 1 of8
IN THE UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
AMADA AMERICA, INC., a California
corporation,
Plaintiff,
08% |7O06
vy, No. OF CT77
PRECISION AMERICAN METALS, LLC.,
An Hlinois Limited Liability Corporation, and
JOHN M. MAZUREK and PAMELA F.
MAZUREE, individually,
Se Mme Ne Bat eee eee” Set” enmeet Theee” ee e ae ae
Defendants,
CONFESSION OF JUDGMENT ORDER
This matter coming to be heard on Amada America, Inc.’s Motion for Entry of
Confession of Judgment Order. Notice having been waived by the Defendants, American
Metals, LLC., John M. Mazurek, an individual, and Pamela F. Mazurek, an
individual, and the Court having been fully advised it is Ordered: .
1.
Pursuant to the Settlement Agreement and Release (the “Settlement Agreement”)
executed as of December 5, 2007, the Parties have agreed to the entry of this
Confession of Judgment Order upon default by the Defendants. A copy of the
Settlement Agreement is attached hereto and filed with this Order;
The Court finds that, pursuant to paragraph 9 of the Settlement Agreement,
Defendants are jointly and severally liable for the amount of this Confession of
Judgment Order;
The Court finds that, pursuant to paragraph 12 of the Settlement Agreement,
Defendants waived notice of Amada America, Inc.’s Motion for Entry of
Confession of Judgment Order;
The Court finds that pursuant to paragraph 13 of the Settlement Agreement,
Defendants appointed the law firm of Connelly Roberts & McGivney LLC, or
their designee, as their attorneys for the purpose of the entry of this Confession
of Judgment Order and that Defendants have waived any and all conflicts
relating thereto;
The Court finds that, pursuant to paragraph 13 of the Settlement Agreement,
Defendants waived and agreed to forego any appeal rights related to this
FP

Page 2 Case 1:08-cv-01706 Document10 Filed 04/04/2008 Page 2of8
Confession of Judgment Order and, in addition, Defendants waived and agreed
to forego any and all affirmative defenses, bars to enforcement, claims of
estoppel, or any other matter which could act as a defense to any proceeding
relating to the entry of this Confession of Judgment Order and/or any matters
relating to the enforcement of this Confession of Judgment Order, or
supplemental proceeding thereon,
6. The Court, having reviewed and accepted the affidavit of counsel as to
Defendants’ default under the terms of the Settlement Agreement, the amount
previously paid by Defendants under the terms of the Settlement Agreement and
attorneys fees incurred by Amada America, Inc., hereby enters judgment against
Defendants, American Metals, LLC., John M. Mazurek, and Pamela F.
Mazurek, jointly and severally, in the amount of $1,413,446.08.
7. This is a final Order. The Court finds no just reason to delay its enforcement.
ENTERED: Af 7 4-0

Matthew P. Connelly
Cory D. Anderson
Connelly Roberts & McGivney LLC
55 West Monroe Street, Suite 1700
Chicago, Illinois 60603
(312) 251-9600 - Ph one
(312) 251-9601 - Fax

Page 3 ¢ - ‘7
J DEERE 16380 1:08-ov" rOF70E™ ‘Document 10 Filed 04/04/2008 “Pte S8t a **?
Settlement Agreement aod Release
This Settlement Agrcement and Releass (the “Settlement Agreement’) is made
and entered into as of the &" day of December, 2007 (the “Effective Date”), by and
between Amude Amerioa, Ine. ¢ Californias Corporation (“Amada”), Precision American
Metals, LLC, an Ilinois limited linbility Coxporatian ("Procision’) and John M. Mazurek .
end Pamela F, Mazurck, individually (the “Mazurek's"). Collectively, Precision and the
Mazurek's are referred to as the “Defendants”. Amada, Precision and the Mazurek's are
jointly referred to as x the “Parties”. -
Partion and Recitals:

l. Amada is 4 corporation specializing in the manufacture and sale of
machine tocls to the fabrisation industry, with its headquarters and principle place of
business at 7025 Firestone Blvd. in the clty of Buena Park, California.
2. Precision is an Illinois limited liabiliry corpornmtion, with /ts headquarters
and principle place of business at 1050 Kingsland Dr. in the village of Batavia, Kane
County, Illinois,
5, ‘The Mazurck's are residents of the village of 51. Charles, Kane County,
Ilinois and ars principals of Precision.
4, In July of 2006, Precision excouted seven separate. Equipment Purchase os
and Security Agrsemenis (the "Purchase Agreements’), for the purpose of procuring a
number of specialized machines from Amade. The Purchase Agresmants were nurobered
as follows:
a. Agreement Number 14744, to purchase 2 Tool Grinder from Amada
for the total cash purchase price of $21,600.00;
b. Agreement Number 14546, to purchase a Spot Welder from Amada
for Lhe otal cash purchase price of $32,000.00;
& Agreement Number 14738, to purchase a Software Package from
Arhiada for the total cash purchase price of 389,880.00;
d. Agreement Number 14550, to purchase an Ingpection Machine from
Ameda for the total cash purchase price of $66,500.00;
& Agreement Number 14742, to purchase a Manipulator System from
Ameda for the tote! cash purchases price of $121,000.00; .
f. Agreement Number 14740, to purchase a Turret Punch Press, with
Tooling Package and Scrap Conveyor, from Amada for the tote) cash
purchase price of $380,820.00,
EXHIBIT
fo

Page 4 ‘
DEC-13-2887 : ‘
weno Se 1:08-cv- OF OE bobument 10 Filed 04/04/2008 Raga 249P3 P-a4vae
gu. Agreement Number 14741, to purchase a Robotic Press Brake with
Tooling Package ftom Amada for the total cash purchase price af
$668 000,00.
§, ‘The total value of the Purchase Agreements, leas cash down payments and
plus interest accrued thereon, is $1,399,955.20, -
6. Tho Mazurok's individually executed a document ontitled “Usiconditional
Continuing Guaranty”, That Guaranty provides, in pertinsrtt part, chat the Mazurek's
individually guaranty and promise to pry to Amada, on demand, any indebtedness of
Precision.
7, None of the Purchase Agreements have been paid by Preoision, or the
Mazurek'’s, “made has performed its obligations, in their entirety, under the terms of the
Purchase Agresmente.
8. Asaresult of Precision and the Mazurek’s failure to tender payment under
the Purchase Agreements, 4 dispute has ariaen between Amada, Precision and the
’ Mazurek’s, Armada initiated a suit in the United States District Court for the Northern
- Diatrict of Blinols, Eastern Division, captioned Amada Ameried, inc, Vv, Precision
American Metals, LUC and John M. Mazurek and Pamela &. Merurak, Case no. 07 C
-4177 (the “Lawsult”). The Lawsuit seeks damages for the Defendants’ failure to tender
payment under the Purchase Agreememts, as well projudgment interest, costs and ,
attomeys’ fees, The claims of Amada in the Lawsuit are more fully detailed and defined
within its Complaint, which is attached as Exhibit 4. The Purchase Agreements and the
Mazureks' exseuted “Unconditional Continuing Cruaranty” documents are also attached
aa exhibits to the Complaint,
Settlement Agreement;
For good and valuable considoration, the receipt and sufficiency of which ts
hereby acknowledged, the Parties agree as follows:
9, Amada agrees to accept the sum of $1,469,952.96 (the "Settlement
Payment”) in full satisfaction of al] amounts which Amada claims to be owed to it by
Defendants for the goods sold to them as alleged in the Lawsuit. This amount includes
the current value of the Purchase Agreements plus prejudgment interes at the rale of 5%.
Defendants shall be jointly anc severally liable for the full satisfaction of the Settlement
Payment,
10. The Settlement Payment shal) be peyable as follows:
i. On November 28, 2007 Defendants tendered to Amada payment in
the amount of $39,820.34 (the “First Installment’). Amada
acknowledges receipt af the First Installment;
be

Page 5 DECmi3-2087 1A

Se 1:08-cv'OT7OE™=Becument 10 Filed 04/04/2008 *PEGb M8Pg P2528
b. The remaining amount due under this Settlement Agreement, or
$1 430,132.62 shall be paid in rnonthly installments of $23,835.54
(che “Monthly Inatallments'"), due on the 15" of each month and
beginning on December 15, 2007, The Monthly Installments shal!
continue until the Settlement Payment is satisfied in full.
11, Upon receipt of the first Monthly Instaliment, Amada shall dismiss
Defendants, with prejudice and without costs, from the Lawsuit
Remedies:
12, If, for any reason, Defendants fail to meke any payment enumentied in this
Settlement Agreement within 7 (Seven) days of when such payment(s) become due (the
“Event of Default”), Armada may initiate 4 procecding agsinst Defendants under this
Settlement Agreement, under its common law or statutory Tights, or both, Or, in the
- a}ternative, and at the yole discretion of Amada, in the Evant of Default, Defendants
consent to the entry of a Confuasion of Judgrnent Order, without notice, the form and
canitent of auch Confession of Judgment Order shall be consistent with the Confession af .
Judgment Order that is attached as Exhibit B. Such Confession of Judgment Order shall
be filed in the United States District Court for the Northern District of Nlincis, Easter
Division and shall be enfurceable against Defendants jointly and severally, The Parties
consent to the jurisdiction of the United States District Court for the Northern District of
VWiinois, Eastern Division, for the purposes of the enforcement of this Settlement
Agreement and for the entry of the Confession of Judgment Order, -
13. For purposes of the Confession of Judgment Order, Defendants appoint
the lew firm of Connelly Roberts & McGivney LLC, or its designee, as attorneys in fact
for Defendants to enter the Confession of Judgment Order and for the preparation of any
motion required for the entry of such Order, For purposes of this Agreement, Defendants
waive any conflict which may priee with Connelly Roberts & MeGivney LLC with
respect to the entry of the Confession of Judgment Order, in addition to waiving any
apped tights which may arise.regulting from the entry of the Confession of Judgement
Order, Defendants also waive and forego any affirmative defenges, bars to enforcement,
claims of estoppel, or any other matter which could act as a defense to the procecding
relating to the entry of the Confession of Judgment Order and/or any matters relating to
the eatorcement of any such Confession of Judgment Order, or supplemental proceedings
theraon. OO
14, Upon an Event of Default, Defendants shal! be liable to Amada for the
Secerent Payment, in full, phae attorneys’ Lees and costs, less any amounts paid by
Defendants pursuant to thig Setllement Agreement. Ai the time of the entry of the
Confession of Judgment Order, Connelly Roberts & MeGivney LLC shall provide the
Court with an affidavit stating the amounts creviously paid by Defendants pursuant to
this Agreement and the etterneys” fees incurred by Amada,

Page 6 DEES 202? 2A Be 1:08-ev-OT 706 Document 10 Filed 04/04/2008 “PEGE BPs *:26-28

Release:
15. In consideration of the Settlement Payment, the Pertics hereby absolutsly,
irrevocably and unconditionally forever release and discharge each other and, where
applicable, their parents, subsidiaries, affiliates and partners from and against any and all
claims, liabilities, actions,’causes of action, dernancds, judgments or damages of any and
al] kind ar nature, whatsoever, that the Partics heve or may have in the future, whether
knowy or unknown, augpercted of unsuspected, at law, in equity, or otherwise, against
each other thet have, or may, arise oul of the Purchase Agreements, or are currently
detailed in the Laweuit. Notwithstanding anything contained in this Settlement
Agreement to the contrary, this Settlement Agreement shall in ne way affect the rights of
Amada stated herein, nor shalt it affect the rights of Amada to cnforas the terms of this
Settlement Agreement, also stated herein. ©
16 The Parties make the following representations and warrentics to the other
Parties hereto: . oo
a. Authority te execute Setlement Agreament: itis duly and validly
Organized and existing and in good standing under the laws of the
state of its Organization and has full power and authority to
execute, deliver and perform this Settlement Agreement and the
documerits.and ingiruments to be exesuted and delivered by it
pursuantto this Settlement Agreement. The execution, delivery
and-performance of this Setllement Agreemeni by it and exch
document and instrument to be executed and delivered by it
pursuant ta this Setllement Agreement have been duly authorized
by all required action of ths partners, shareholders and directors
thereof and other persons whose consent may be tequired:
b. Mo Duress. The Parties have executed and delivered, or shall
execute and deliver, this Setilement Agreement and the other
documents and instruments to be executed pursuant hereto, freely
and voluntarily, with full knowledge and with the advier-of
independent legal counsel and without duress;
c. Stgnatory, . The person(s) executing this Settlement Agreement,
whether individually, or on bahalf of any Party enumerated herein,
including each documents dnd instrument to be executed and
delivered by such person, has the authority to do 0 on behalf of
suck party;
d. independent investigation: The Parties have made such
investigation of the facts pertaining to this Settlement Agreement,
and to all of the marters pertaining thereto, as they deem necessary;
2, No Transfers; The Partics have not conveyed, pledged, assigned or

Page 7 DT RRE~ES-2007 @LSE 1 :08-cv-Y7Ge""Bbcument 10 Filed 04/04/2008 *4agt FEHB P2708
otherwise transferred any claim which they might have against any
other Party berets,
17, There are no other agreements or representations, either ora! or written,
express or implied, relating to the subject matter hereof, that are not embodied in this
Seclement Agreement, This Settlement Agreement represents 4 complete integration of
all prior and contempormneous agreements and understandings of the Parties relating to
such subject matter, and that any such agreements, to the extent that they may exist, are
hereby superseded by this Settlement Agreement, This Settlement Agrmement and any
other document referanced hersin shel) be interpreted in accordance with their fair
ee and shall mot be more or less favorably constrned with respect ta any of the
Parties
18, This Settlement Agreement shall be binding upon thé Parties and their
respective successors and assigns and shall inure to the benefit of the Parties, and their
‘vespective successor: and assigns, No other person or entity shall be, or is intended to be,
a beneficiary under this Settlernent Agreement,
19, — This Settlement Agreement may be exeouted | in counterparts and all of
said counterparts, taken together, will be deemed to constitute one and the same
instrument. ,
20, Any dispute which may arise under this Settlement Agreement shal! be
governed by the Jawe of the State of Tinos,
Executed as of the Effective Date,
By: "eS America, Inc.
e
dD. Kebhrii
Title: ~ dar i a

Page 8 “7 DEC-43-2007 14:37 FUCHS ROSELL!
" Gase 1:08-cv-01706 Document 10 Filed 04/04/2008 P&G B8Pa P2828

TOTAL F, 2B

PDF Page 1	PlainSite Cover Page

PDF Page 2	Case 1:08-cv-01706 Document10 _ Filed 04/04/2008 Page 1 of8 IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION AMADA AMERICA, INC., a California corporation, Plaintiff, 08% \|7O06 vy, No. OF CT77 PRECISION AMERICAN METALS, LLC., An Hlinois Limited Liability Corporation, and JOHN M. MAZUREK and PAMELA F. MAZUREE, individually, Se Mme Ne Bat eee eee” Set” enmeet Theee” ee e ae ae Defendants, CONFESSION OF JUDGMENT ORDER This matter coming to be heard on Amada America, Inc.’s Motion for Entry of Confession of Judgment Order. Notice having been waived by the Defendants, American Metals, LLC., John M. Mazurek, an individual, and Pamela F. Mazurek, an individual, and the Court having been fully advised it is Ordered: . 1. Pursuant to the Settlement Agreement and Release (the “Settlement Agreement”) executed as of December 5, 2007, the Parties have agreed to the entry of this Confession of Judgment Order upon default by the Defendants. A copy of the Settlement Agreement is attached hereto and filed with this Order; The Court finds that, pursuant to paragraph 9 of the Settlement Agreement, Defendants are jointly and severally liable for the amount of this Confession of Judgment Order; The Court finds that, pursuant to paragraph 12 of the Settlement Agreement, Defendants waived notice of Amada America, Inc.’s Motion for Entry of Confession of Judgment Order; The Court finds that pursuant to paragraph 13 of the Settlement Agreement, Defendants appointed the law firm of Connelly Roberts & McGivney LLC, or their designee, as their attorneys for the purpose of the entry of this Confession of Judgment Order and that Defendants have waived any and all conflicts relating thereto; The Court finds that, pursuant to paragraph 13 of the Settlement Agreement, Defendants waived and agreed to forego any appeal rights related to this FP

PDF Page 3	Case 1:08-cv-01706 Document10 Filed 04/04/2008 Page 2of8 Confession of Judgment Order and, in addition, Defendants waived and agreed to forego any and all affirmative defenses, bars to enforcement, claims of estoppel, or any other matter which could act as a defense to any proceeding relating to the entry of this Confession of Judgment Order and/or any matters relating to the enforcement of this Confession of Judgment Order, or supplemental proceeding thereon, 6. The Court, having reviewed and accepted the affidavit of counsel as to Defendants’ default under the terms of the Settlement Agreement, the amount previously paid by Defendants under the terms of the Settlement Agreement and attorneys fees incurred by Amada America, Inc., hereby enters judgment against Defendants, American Metals, LLC., John M. Mazurek, and Pamela F. Mazurek, jointly and severally, in the amount of $1,413,446.08. 7. This is a final Order. The Court finds no just reason to delay its enforcement. ENTERED: Af 7 4-0 Matthew P. Connelly Cory D. Anderson Connelly Roberts & McGivney LLC 55 West Monroe Street, Suite 1700 Chicago, Illinois 60603 (312) 251-9600 - Ph one (312) 251-9601 - Fax

PDF Page 4	¢ - ‘7 J DEERE 16380 1:08-ov" rOF70E™ ‘Document 10 Filed 04/04/2008 “Pte S8t a **? Settlement Agreement aod Release This Settlement Agrcement and Releass (the “Settlement Agreement’) is made and entered into as of the &" day of December, 2007 (the “Effective Date”), by and between Amude Amerioa, Ine. ¢ Californias Corporation (“Amada”), Precision American Metals, LLC, an Ilinois limited linbility Coxporatian ("Procision’) and John M. Mazurek . end Pamela F, Mazurck, individually (the “Mazurek's"). Collectively, Precision and the Mazurek's are referred to as the “Defendants”. Amada, Precision and the Mazurek's are jointly referred to as x the “Parties”. - Partion and Recitals: l. Amada is 4 corporation specializing in the manufacture and sale of machine tocls to the fabrisation industry, with its headquarters and principle place of business at 7025 Firestone Blvd. in the clty of Buena Park, California. 2. Precision is an Illinois limited liabiliry corpornmtion, with /ts headquarters and principle place of business at 1050 Kingsland Dr. in the village of Batavia, Kane County, Illinois, 5, ‘The Mazurck's are residents of the village of 51. Charles, Kane County, Ilinois and ars principals of Precision. 4, In July of 2006, Precision excouted seven separate. Equipment Purchase os and Security Agrsemenis (the "Purchase Agreements’), for the purpose of procuring a number of specialized machines from Amade. The Purchase Agresmants were nurobered as follows: a. Agreement Number 14744, to purchase 2 Tool Grinder from Amada for the total cash purchase price of $21,600.00; b. Agreement Number 14546, to purchase a Spot Welder from Amada for Lhe otal cash purchase price of $32,000.00; & Agreement Number 14738, to purchase a Software Package from Arhiada for the total cash purchase price of 389,880.00; d. Agreement Number 14550, to purchase an Ingpection Machine from Ameda for the total cash purchase price of $66,500.00; & Agreement Number 14742, to purchase a Manipulator System from Ameda for the tote! cash purchases price of $121,000.00; . f. Agreement Number 14740, to purchase a Turret Punch Press, with Tooling Package and Scrap Conveyor, from Amada for the tote) cash purchase price of $380,820.00, EXHIBIT fo

PDF Page 5	‘ DEC-13-2887 : ‘ weno Se 1:08-cv- OF OE bobument 10 Filed 04/04/2008 Raga 249P3 P-a4vae gu. Agreement Number 14741, to purchase a Robotic Press Brake with Tooling Package ftom Amada for the total cash purchase price af $668 000,00. §, ‘The total value of the Purchase Agreements, leas cash down payments and plus interest accrued thereon, is $1,399,955.20, - 6. Tho Mazurok's individually executed a document ontitled “Usiconditional Continuing Guaranty”, That Guaranty provides, in pertinsrtt part, chat the Mazurek's individually guaranty and promise to pry to Amada, on demand, any indebtedness of Precision. 7, None of the Purchase Agreements have been paid by Preoision, or the Mazurek'’s, “made has performed its obligations, in their entirety, under the terms of the Purchase Agresmente. 8. Asaresult of Precision and the Mazurek’s failure to tender payment under the Purchase Agreements, 4 dispute has ariaen between Amada, Precision and the ’ Mazurek’s, Armada initiated a suit in the United States District Court for the Northern - Diatrict of Blinols, Eastern Division, captioned Amada Ameried, inc, Vv, Precision American Metals, LUC and John M. Mazurek and Pamela &. Merurak, Case no. 07 C -4177 (the “Lawsult”). The Lawsuit seeks damages for the Defendants’ failure to tender payment under the Purchase Agreememts, as well projudgment interest, costs and , attomeys’ fees, The claims of Amada in the Lawsuit are more fully detailed and defined within its Complaint, which is attached as Exhibit 4. The Purchase Agreements and the Mazureks' exseuted “Unconditional Continuing Cruaranty” documents are also attached aa exhibits to the Complaint, Settlement Agreement; For good and valuable considoration, the receipt and sufficiency of which ts hereby acknowledged, the Parties agree as follows: 9, Amada agrees to accept the sum of $1,469,952.96 (the "Settlement Payment”) in full satisfaction of al] amounts which Amada claims to be owed to it by Defendants for the goods sold to them as alleged in the Lawsuit. This amount includes the current value of the Purchase Agreements plus prejudgment interes at the rale of 5%. Defendants shall be jointly anc severally liable for the full satisfaction of the Settlement Payment, 10. The Settlement Payment shal) be peyable as follows: i. On November 28, 2007 Defendants tendered to Amada payment in the amount of $39,820.34 (the “First Installment’). Amada acknowledges receipt af the First Installment; be

PDF Page 6	DECmi3-2087 1A Se 1:08-cv'OT7OE™=Becument 10 Filed 04/04/2008 *PEGb M8Pg P2528 b. The remaining amount due under this Settlement Agreement, or $1 430,132.62 shall be paid in rnonthly installments of $23,835.54 (che “Monthly Inatallments'"), due on the 15" of each month and beginning on December 15, 2007, The Monthly Installments shal! continue until the Settlement Payment is satisfied in full. 11, Upon receipt of the first Monthly Instaliment, Amada shall dismiss Defendants, with prejudice and without costs, from the Lawsuit Remedies: 12, If, for any reason, Defendants fail to meke any payment enumentied in this Settlement Agreement within 7 (Seven) days of when such payment(s) become due (the “Event of Default”), Armada may initiate 4 procecding agsinst Defendants under this Settlement Agreement, under its common law or statutory Tights, or both, Or, in the - a}ternative, and at the yole discretion of Amada, in the Evant of Default, Defendants consent to the entry of a Confuasion of Judgrnent Order, without notice, the form and canitent of auch Confession of Judgment Order shall be consistent with the Confession af . Judgment Order that is attached as Exhibit B. Such Confession of Judgment Order shall be filed in the United States District Court for the Northern District of Nlincis, Easter Division and shall be enfurceable against Defendants jointly and severally, The Parties consent to the jurisdiction of the United States District Court for the Northern District of VWiinois, Eastern Division, for the purposes of the enforcement of this Settlement Agreement and for the entry of the Confession of Judgment Order, - 13. For purposes of the Confession of Judgment Order, Defendants appoint the lew firm of Connelly Roberts & McGivney LLC, or its designee, as attorneys in fact for Defendants to enter the Confession of Judgment Order and for the preparation of any motion required for the entry of such Order, For purposes of this Agreement, Defendants waive any conflict which may priee with Connelly Roberts & MeGivney LLC with respect to the entry of the Confession of Judgment Order, in addition to waiving any apped tights which may arise.regulting from the entry of the Confession of Judgement Order, Defendants also waive and forego any affirmative defenges, bars to enforcement, claims of estoppel, or any other matter which could act as a defense to the procecding relating to the entry of the Confession of Judgment Order and/or any matters relating to the eatorcement of any such Confession of Judgment Order, or supplemental proceedings theraon. OO 14, Upon an Event of Default, Defendants shal! be liable to Amada for the Secerent Payment, in full, phae attorneys’ Lees and costs, less any amounts paid by Defendants pursuant to thig Setllement Agreement. Ai the time of the entry of the Confession of Judgment Order, Connelly Roberts & MeGivney LLC shall provide the Court with an affidavit stating the amounts creviously paid by Defendants pursuant to this Agreement and the etterneys” fees incurred by Amada,

PDF Page 7	DEES 202? 2A Be 1:08-ev-OT 706 Document 10 Filed 04/04/2008 “PEGE BPs *:26-28 Release: 15. In consideration of the Settlement Payment, the Pertics hereby absolutsly, irrevocably and unconditionally forever release and discharge each other and, where applicable, their parents, subsidiaries, affiliates and partners from and against any and all claims, liabilities, actions,’causes of action, dernancds, judgments or damages of any and al] kind ar nature, whatsoever, that the Partics heve or may have in the future, whether knowy or unknown, augpercted of unsuspected, at law, in equity, or otherwise, against each other thet have, or may, arise oul of the Purchase Agreements, or are currently detailed in the Laweuit. Notwithstanding anything contained in this Settlement Agreement to the contrary, this Settlement Agreement shall in ne way affect the rights of Amada stated herein, nor shalt it affect the rights of Amada to cnforas the terms of this Settlement Agreement, also stated herein. © 16 The Parties make the following representations and warrentics to the other Parties hereto: . oo a. Authority te execute Setlement Agreament: itis duly and validly Organized and existing and in good standing under the laws of the state of its Organization and has full power and authority to execute, deliver and perform this Settlement Agreement and the documerits.and ingiruments to be exesuted and delivered by it pursuantto this Settlement Agreement. The execution, delivery and-performance of this Setllement Agreemeni by it and exch document and instrument to be executed and delivered by it pursuant ta this Setllement Agreement have been duly authorized by all required action of ths partners, shareholders and directors thereof and other persons whose consent may be tequired: b. Mo Duress. The Parties have executed and delivered, or shall execute and deliver, this Setilement Agreement and the other documents and instruments to be executed pursuant hereto, freely and voluntarily, with full knowledge and with the advier-of independent legal counsel and without duress; c. Stgnatory, . The person(s) executing this Settlement Agreement, whether individually, or on bahalf of any Party enumerated herein, including each documents dnd instrument to be executed and delivered by such person, has the authority to do 0 on behalf of suck party; d. independent investigation: The Parties have made such investigation of the facts pertaining to this Settlement Agreement, and to all of the marters pertaining thereto, as they deem necessary; 2, No Transfers; The Partics have not conveyed, pledged, assigned or

PDF Page 8	DT RRE~ES-2007 @LSE 1 :08-cv-Y7Ge""Bbcument 10 Filed 04/04/2008 *4agt FEHB P2708 otherwise transferred any claim which they might have against any other Party berets, 17, There are no other agreements or representations, either ora! or written, express or implied, relating to the subject matter hereof, that are not embodied in this Seclement Agreement, This Settlement Agreement represents 4 complete integration of all prior and contempormneous agreements and understandings of the Parties relating to such subject matter, and that any such agreements, to the extent that they may exist, are hereby superseded by this Settlement Agreement, This Settlement Agrmement and any other document referanced hersin shel) be interpreted in accordance with their fair ee and shall mot be more or less favorably constrned with respect ta any of the Parties 18, This Settlement Agreement shall be binding upon thé Parties and their respective successors and assigns and shall inure to the benefit of the Parties, and their ‘vespective successor: and assigns, No other person or entity shall be, or is intended to be, a beneficiary under this Settlernent Agreement, 19, — This Settlement Agreement may be exeouted \| in counterparts and all of said counterparts, taken together, will be deemed to constitute one and the same instrument. , 20, Any dispute which may arise under this Settlement Agreement shal! be governed by the Jawe of the State of Tinos, Executed as of the Effective Date, By: "eS America, Inc. e dD. Kebhrii Title: ~ dar i a

PDF Page 9	“7 DEC-43-2007 14:37 FUCHS ROSELL! " Gase 1:08-cv-01706 Document 10 Filed 04/04/2008 P&G B8Pa P2828 TOTAL F, 2B


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