Exhibit 10.25
-------------
TERMINATION AGREEMENT
This Termination Agreement is made as of this 27th day of December,
2004, by and between Sovereign Specialty Chemicals, Inc., a Delaware corporation
(the "Company") and AEA Investors LLC (formerly AEA Investors Inc.), a Delaware
limited liability company ("AEA").
WHEREAS, the Company and AEA entered into a Management Agreement dated
as of December 29, 1999, as amended and restated by the Amended and Restated
Management Agreement dated as of March 21, 2000 (the "Management Agreement").
WHEREAS, the Company proposes to merge with Henkel Merger Corporation
("Merger Sub"), a newly formed Delaware corporation and a direct or indirect
subsidiary of Xxxxxx Corporation ("Henkel"), a Delaware corporation, with the
Company surviving the merger as a wholly owned subsidiary of Henkel (such
transaction hereinafter referred to as the "Merger"), pursuant to the terms and
conditions of an Agreement and Plan of Merger, dated as of October 6, 2004, by
and among the Company, Henkel and Merger Sub (hereinafter referred to as the
"Merger Agreement").
WHEREAS, in connection with the Merger, the parties to this Termination
Agreement have agreed to terminate the services provided under the Management
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, agree as follows:
1. This Termination Agreement shall become effective at the Effective
Time (as that term is defined in the Merger Agreement) and the parties agree
that at such time the Management Agreement shall be terminated in its entirety
and shall be of no further force or effect, except as provided in Paragraph 2
hereof.
2. Each of the parties warrants that the individual signing this
Termination Agreement on such party's behalf has been duly authorized to sign
this Termination Agreement and to bind such party.
3. This Termination Agreement may be executed simultaneously in one or
more counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
4. All agreements of the parties in this Termination Agreement shall
bind their respective successors.
5. This Termination Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York but without giving effect to
applicable principles of conflicts of law to the extent that the application of
the laws of another jurisdiction would be required thereby.
IN WITNESS WHEREOF, the parties have caused this Termination Agreement
to be duly executed by their duly authorized officers effective as of the day
and year first above written.
SOVEREIGN SPECIALTY CHEMICALS, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President, Chief
Financial Officer,
Chief Accounting Officer
and Treasurer
AEA INVESTORS LLC
By: /s/ Xxxxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Vice President
