EXHIBIT 10
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DEED OF TERMINATION
THIS DEED is made on 12 January 2001
PARTIES:
1. FAI INSURANCES LIMITED (ACN 004 304 545) of ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ("FAI"); and
2. FAI HOME SECURITY PTY LIMITED (ACN ▇▇▇ ▇▇▇ ▇▇▇), of ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ("FHS").
RECITALS:
A. FAI and FHS are parties to a Trade ▇▇▇▇ License Agreement dated 20 June
1997 (as amended by a Deed of Variation dated 18 August 1998) (the "License
Agreement") which evidences and records the grant by FAI to FHS the right
to use FAI's name and logo in conjunction with the words "Home Security".
B. The parties have agreed that FHS will relinquish its rights under the
License Agreement and that the License Agreement will be terminated in
accordance with the terms and conditions of this deed.
OPERATIVE PART:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this deed, unless the context otherwise requires, the following words
and phrases shall have the following meaning:
"Chubb Group" means Chubb Australia Limited (ACN 000 096 122) and its
related bodies corporate (as the term is defined in the Corporations Law).
[/1/]
"Effective Date" means 31 December 2003.
"HSI Dealer" has the same meaning as set out in the License Agreement.
"HSI Group Company" has the same meaning as set out in the License
Agreement.
"Merger Date" means the date on which a Merger occurs or is completed.
______________
/1/ Confidential treatment requested - the redacted information has been filed
with the Securities and Exchange Commission.
"Merger" means a combination of all or part of the business carried on by
FHS with all or part of the business carried on by any member or all of the
members of the Chubb Group by any means including by takeover, scheme of
arrangement, share sale, asset sale, merger or joint venture or any
combination.
"Termination Amount" means the sum of A$2,500,000.
"Trade ▇▇▇▇" has the same meaning as set out in the License Agreement.
1.2 Interpretation
In this deed, unless the context otherwise requires:
(a) a reference to this deed is a reference to this deed as amended,
varied, novated or substituted from time to time;
(b) a reference to any legislation includes:
(i) all legislation, regulations and instruments issued under that
legislation; and
(ii) any modification, consolidation, amendment, re-enactment or
replacement of that legislation;
(c) a word importing;
(i) the singular includes the plural and vice versa; and
(ii) a gender includes each other gender;
(d) where a word or phrase is given a defined meaning, any other part of
speech or other grammatical form in respect of that word or phrase has
a corresponding meaning;
(e) a reference to a Clause or Schedule is a reference to a Clause or
Schedule of this deed;
(f) any heading used in this deed is for convenience only and does not
affect the interpretation of this deed;
(g) the Schedules of, and Recitals to, this deed form part of this deed;
(h) words and expression importing natural persons shall include any
company, corporation or other body corporate or other person, firm,
joint venture, partnership, trust or other entity or any government
authority and vice versa;
(i) references to any of the parties hereto shall, where relevant, be
deemed to be references to or include, as appropriate, its successors
or permitted assigns;
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(j) reference to time is a reference to time in Sydney, Australia; and
(k) a reference to an agreement includes a representation, undertaking,
deed, agreement or legally enforceable arrangement or understanding
whether or not in writing.
2. TERMINATION
The License Agreement will terminate on and from the Effective Date and, in
consideration of the covenants on the part of FAI under this deed, FHS
relinquishes all and any rights that it has under or in relation to the
License Agreement on and from the Effective Date.
3. DISCHARGE
3.1 Discharge
Subject to Clause 3.3:
(a) [/2/]
(b) FAI and FHS will forever free, release and discharge the other on the
Effective Date from all and any future and ongoing obligations on and
from that date that they may have or may have had under or in relation
to the License Agreement.
3.2 [/3/]
3.3 Ongoing Obligations
(a) On the Effective Date FHS must:
(i) immediately cease using and have no further right to use,
including on any signs or promotional material:
(A) the Trade ▇▇▇▇; or
(B) any trade ▇▇▇▇ that is substantially identical with or
confusingly similar to the Trade ▇▇▇▇;
(ii) remove all signs bearing the Trade ▇▇▇▇;
(iii) destroy all other material bearing the Trade ▇▇▇▇ in its
possession or control;
______________
/2/ Confidential treatment requested - the redacted information has been filed
with the Securities and Exchange Commission.
/3/ Confidential treatment requested - the redacted information has been filed
with the Securities and Exchange Commission.
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(iv) provide all assistance required by FAI to cancel any registration
of FHS as a registered user of the Trade ▇▇▇▇; and
(v) use its best efforts to ensure that each HSI Group Company and
HSI Dealer ceases using and is aware that it has no further right
to use, including on any signs or promotional material, the Trade
▇▇▇▇.
(b) Termination of the License Agreement on the Effective Date will not
affect any rights of any party accrued to that Effective Date.
4. WARRANTY
FHS warrants that as the date of this deed it is not in breach of the terms
of the License Agreement and undertakes to comply with those terms until
the Effective Date.
5. PAYMENTS
5.1 FAI Payments
In consideration of the covenants on the part of FHS under this deed, FAI
will,
(a) [/4/]
(b) on the Effective Date, pay to FHS, but only if the Merger has not
occurred by the Effective Date, a sum of A$350,000.
5.2 FHS Payment
In consideration of the covenants on the part of FAI under this deed, FHS
will, on the Merger Date, pay to FAI the sum of A$1,000,000.
5.3 FHS Direction
FHS hereby irrevocably directs FAI to retain the Termination Amount in
payment of all money owing by FHS to FAI under a Refinancing Agreement
between FAI and FHS dated 26 April 2000. FHS acknowledges and agrees that
FAI's compliance with this direction will satisfy in full FAI's obligations
to pay the Termination Amount to FHS under this deed.
6. MISCELLANEOUS PROVISIONS
6.1 Further Assurances
Each of the Parties agrees and covenants that it shall without limitation
execute and deliver all such documents and do all such things as are
necessary in order to give effect to this deed and any transaction
contemplated herein.
______________
/4/ Confidential treatment requested - the redacted information has been filed
with the Securities and Exchange Commission.
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6.2 Governing Law
This deed shall be governed by and construed in accordance with the laws
for the time being of the State of New South Wales and each Party hereby
submits to the non-exclusive jurisdiction of the courts of that State.
6.3 Amendments
No amendment, variation, modification, addition or substitution to or for
this deed shall be of any force or effect unless and until such amendment,
variation, modification, addition or substitution is reduced to writing and
executed by or on behalf of each Party.
6.4 Counterparts
This deed may be executed in one or more counterparts each of which shall
be deemed to be an original and those counterparts taken together shall
constitute one and the same instrument.
6.5 Acknowledgement
The Parties acknowledge that they enter into this deed fully and
voluntarily upon their own information and investigations.
6.6 Costs
Each Party shall bear its own costs in respect of the preparation,
negotiation and execution of this deed and all things to be done under this
deed.
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EXECUTION
Executed unconditionally as a Deed on the day specified above.
EXECUTED by )
FAI HOME SECURITY PTY )
LIMITED in accordance with Section )
127 of the Corporations Law )
/s/ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Authorized Signatory Authorized Signatory
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
Print Name Print Name
Director Secretary
Capacity Capacity
EXECUTED for and on behalf of )
FAI INSURANCES LIMITED )
by its duly authorized attorney: )
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Signature of attorney
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Print Name
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