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EXHIBIT 2.3
Dated 13th May 1998
THE FIRST NATIONAL BANK OF CHICAGO
-and-
INTERFACE SYSTEMS
INTERNATIONAL LIMITED
-and-
INTERFACE SYSTEMS, INC.
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DEED OF RELEASE
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Ashurst Morris Crisps
Broadwalk House
5 Appold Street
London EC2A 2HA
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Tel: 0171-638-1111
Fax: 0171-972-7990
THIS DEED OF RELEASE is made on 13th May 1998
BETWEEN:-
(1) THE FIRST NATIONAL BANK OF CHICAGO acting through its office at 1
Triton Square, London, NW1 3FN (the "BANK");
(2) INTERFACE SYSTEMS INTERNATIONAL LIMITED (No: 2100227) whose registered
office is at 959 Weston Road, Slough Trading Estate, Slough,
Berkshire, SL1 4HR (the "COMPANY"); and
(3) INTERFACE SYSTEMS, INC. whose principal place of business is at 5855
Interface Drive, Ann Arbor, MI 48103 USA (the "PARENT").
WHEREAS:-
(A) By a Debenture dated 10 March 1997 made between the Company and the
Bank ( the "DEBENTURE") the Company charged all its assets to the Bank
for the payment and discharge of all monies, obligations and
liabilities thereby covenanted to be paid (the "LIABILITIES").
(B) The Bank has agreed to discharge the Debenture and release all the
charges therein contained.
(C) "NET PROCEEDS OF SALE" means the amount of money to be paid to the
Vendor pursuant to clause 3 of the acquisition agreement in respect of
the Company to be made on or about the date hereof between Fayrewood
plc, the Company and the Parent, less:-
(a) the amount withheld by Ashurst Morris Crisp in respect of
their professional fees, costs and disbursements: and
(b) an amount representing the professional fees, costs and
disbursements of Barons Financial Services (UK) Limited.
(c) (pound)50,000 to be paid to the Company.
in relation to the disposal of the Company.
NOW THIS DEED WITNESSES as follows:-
1. RELEASE OF CHARGES
The Bank hereby irrevocably releases and discharges all of the charges
and other security constituted by the Debenture and irrevocably
releases and discharges the
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Company from all claims and demands it may have against the Company
pursuant to the terms of the Debenture.
2. PAYMENT TO THE BANK
2.1 The Parent and the Company hereby give absolute and irrevocable
instruction to Ashurst Morris Crisp on the date hereof to pay to the
bank from the Net Proceeds of Sale as soon as reasonably practicable
such sum as represents the total indebtedness of the Company to the
Bank secured by the Debenture.
2.2 The Parent hereby undertakes to the Bank that on the date hereof if
there is a shortfall between the sum paid under clause 2.1 above and
the total indebtedness of the Company to the Bank secured by the
Debenture (the "Shortfall"), it will pay, or it will procure that
there shall be paid as soon as reasonably practicable the Shortfall to
the Bank.
3. RE-ASSIGNMENT
The Bank hereby reassigns and re-conveys to the Company all assets and property
of the Company which were assigned and/or conveyed to the Bank by way of
security pursuant to the terms of the Debenture.
IN WITNESS whereof this Deed has been duly executed the day and year first
before written.
Signed by: ) J. E. Barling
Authorized signatory for and on behalf of )
THE FIRST NATIONAL BANK OF CHICAGO )
Executed as a deed by ) John R. Ternes
INTERFACE SYSTEMS INTERNATIONAL LIMITED )
Acting by and )
Executed as a deed by ) John R. Ternes
INTERFACE SYSTEMS INC. )
Acting by and )
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