Exhibit 10.11
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September 13, 2000
Rose Hills Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:▇▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President and Chief Financial Officer
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Dear Sirs:
This letter, upon acceptance by you as provided below, shall constitute a
binding agreement between us upon the terms set forth following:
1. In this Agreement:
(i)"Rose Hills" includes Rose Hills Company and Rose Hills Holdings
Corp.
(ii)"▇▇▇▇▇▇" includes The ▇▇▇▇▇▇ Group Inc. and ▇▇▇▇▇▇ Group
International, Inc.
(iii)"A.S.A." means the Administrative Services Agreement between Rose
Hills and ▇▇▇▇▇▇.
(iv)"The Real Estate" means that certain real estate described as ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
(vi)"Escrow" means Escrow Number 98-31326-mm/hw established by Commerce
Escrow Company for the purpose of the Closing of the sale of the Real
Estate by ▇▇▇▇▇▇.
(v)"Bankruptcy Court" means the United States Bankruptcy Court in the
District of Delaware.
(vii)All currency is expressed in United States Dollars.
2. With respect to the A.S.A., Rose Hills will pay to ▇▇▇▇▇▇ $514,000 in
settlement of (i) any and all amounts currently due to ▇▇▇▇▇▇ from Rose
Hills pursuant to the A.S.A. and (ii) any and all claims by ▇▇▇▇▇▇
against Rose Hills to date arising from the A.S.A. and (iii) any and all
claims which either party knew or should have known about arising under
the A.S.A. from the initial effective date of the A.S.A. to the date of
payment pursuant to paragraph 5 below. This payment includes settlement
and payment of all amounts claimed by ▇▇▇▇▇▇ pursuant to the letter and
schedule of June 1, 2000 from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to ▇▇▇▇▇▇ ▇▇▇▇.
3. Rose Hills will by document withdraw and cancel, with prejudice, its
claims filed in the Bankruptcy Court against ▇▇▇▇▇▇ or ▇▇▇▇▇▇
subsidiaries as therein specified under the date of 12/13/99, and being
claims number 4311, 4312, 4313, 4314, 4315, 4316, 9117 and 9118
(hereinafter, the "Claims"). Such withdrawal and cancellation shall be
deemed to constitute the full and final settlement of any and all claims
by Rose Hills against ▇▇▇▇▇▇ or the specified subsidiaries arising from
any of the content of the Claims, and Rose Hills covenants not to claim
against or ▇▇▇ ▇▇▇▇▇▇ or the specific subsidiaries with respect to the
Claims or any of the subject matter thereof. Such withdrawl and
cancellation by Rose Hills shall be without prejudice to any rights or
claims Rose Hills may have with respect to Mayflower National Life
Insurance Company.
4. ▇▇▇▇▇▇ will by document consent to and direct the release from Escrow
and the payment from Escrow in favour of Rose Hills of all of the net
sale proceeds (plus any accrued interest, and less any associated escrow
expenses) due Seller with respect to the sale of the Real Estate. These
proceeds are estimated to be $952,065.87 as at May 31, 2000 plus accrued
interest since that date and less associated escrow costs. Receipt of
these proceeds by Rose Hills shall constitute full and final settlement
of any and all claims by Rose Hills against ▇▇▇▇▇▇ with respect to the
sale of the Real Estate.
5. (i) ▇▇▇▇▇▇ shall seek approval from the Bankruptcy Court of this
settlement on or before 5 PM EDT, October 6, 2000. Failure to do
so will thereby terminate this agreement.
(ii) Upon ▇▇▇▇▇▇ receiving Bankruptcy Court approval, ▇▇▇▇▇▇ will
promptly notify Rose Hills of such receipt.
(iii) Within 72 hours of receipt of notice from ▇▇▇▇▇▇ pursuant to
paragraph (ii) preceding, Rose Hills will forward to the
Bankruptcy Court its withdrawal and cancellation of claim
pursuant to paragraph 3 hereof subject to receiving the payment
noted in paragraph 5 (v) below.
(iv) Upon ▇▇▇▇▇▇ receiving confirmation from the Bankruptcy Court of
the withdrawal and cancellation of Rose Hills' claim, ▇▇▇▇▇▇
will promptly notify Rose Hills of such receipt.
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(v) Within 72 hours of receipt of notice pursuant to paragraph 5
(iv) preceding, ▇▇▇▇▇▇ will give written consent and direction
to Commerce Escrow Company to release and pay to Rose Hills the
difference between all the funds from Escrow referenced in
paragraph 4 hereof and the sums referred to in paragraph 2 and
Rose Hills will give written consent and direction to Commerce
Escrow Company to release and pay to ▇▇▇▇▇▇ the balance of the
funds in escrow.
6. Each of ▇▇▇▇▇▇ and Rose Hills agree to execute all such further acts and
documents as may reasonably be necessary to fully carry out and effect
the terms and intent of this Agreement.
7. Each of Rose Hills and ▇▇▇▇▇▇ confirm that they have received all
necessary corporate authority to permit them to execute and fully effect
this agreement, save and except with respect to ▇▇▇▇▇▇ as provided in
paragraph 8 following.
8. The agreement of ▇▇▇▇▇▇ hereto is subject to the approval of the
Creditors' Committee of ▇▇▇▇▇▇ and of the Bankruptcy Court. ▇▇▇▇▇▇ will
diligently seek such approvals promptly following the execution hereof.
9. ▇▇▇▇▇▇'▇ signature below confirms ▇▇▇▇▇▇'▇ agreement with all of
the content hereof.
10. This Agreement will expire at 5 PM EST, December 3, 2000, unless
completed prior to that time.
Yours truly,
Original Signed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
THE ▇▇▇▇▇▇ GROUP, INC.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President,
Trust & Insurance
The undersigned hereby confirms its agreement with all of the content hereof,
this 27th day of September, 2000.
ROSE HILLS COMPANY
Per: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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