Exhibit 99.2
TERMINATION AGREEMENT
WITH RESPECT TO
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
DATED NOVEMBER 1, 1995
October 22, 1997
Reference is made to (i) the Amended and Restated Shareholders Agreement
among Xxxxxx Corporation (the "Company"), Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx
and each Investor set forth on the signature pages thereof dated as of November
1, 1995; (ii) the Agreement to be Bound by Terms of Amended and Restated
Shareholders Agreement dated November 1, 1995 and Waiver Pursuant to Such
Agreement, dated January 13, 1997; and (iii) the Release of Xxxxxx X. Xxxxxxx,
the Xxxxxxx Limited Partnership and the Xxxxxx Xxxxxxx Charitable Remainder
Annuity Trust from Amended and Restated Shareholders Agreement dated as of
November 1, 1995, dated May 16, 1997 (collectively, the "Agreement").
Capitalized terms not otherwise defined herein shall have the meanings assigned
to them in the Agreement.
The undersigned, being all of the parties to the Agreement, hereby agree
that the Agreement shall be terminated as of and from the date hereof and shall
be of no further force and effect. Each of the parties hereto waives any and
all notice periods or other conditions precedent to the termination of the
Agreement.
By executing this Termination Agreement each party hereto represents and
warrants to each other party hereto that the execution and delivery of this
Termination Agreement has been authorized by all appropriate corporate or other
action. In addition, the Company represents that, pursuant to Section 7.4 of
the Agreement, this Termination Agreement has been approved by the Board of
Directors of the Company.
This Termination Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.
XXXXXX X. XXXXXXXX
/s/ Xxxxxx X. Xxxxxxxx
-------------------------------
XXXXXXXX FAMILY FOUNDATION
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Trustee
XXXXXX X. XXXXXXXX CHARITABLE
REMAINDER UNITRUST OF 1997
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Trustee
XXXXXX X. XXXXXXXX CHARITABLE
REMAINDER UNITRUST OF 1997
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Trustee
XXXXX XXXX XXXXXXXX 1989 TRUST
By: /s/ Xxxxxx X.Xxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Trustee
XXXXXXX X. XXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
XXXXXX X. XXXX
/s/ Xxxxxx X. Xxxx
-------------------------------
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X.X. XXXXXX CAPITAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxx
Title:
THE XXXXXX XXXXXXX LEVERAGED
EQUITY FUND II, L.P.
By XXXXXX XXXXXXX LEVERAGED
EQUITY FUND II, INC., as General
Partner
By: /s/ X.X. Xxxxxxx
---------------------------
Name: X.X. Xxxxxxx
Title:
LEEWAY & CO.
By State Street Bank & Trust Co., a
partner
By: /s/ Xxxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Assistant Secretary
Mellon Bank, N.A., solely in its
capacity as Trustee for FIRST PLAZA
GROUP TRUST, (as directed by General
Motors Investment Management
Corporation), and not in its individual
capacity
By: /s/ Xxxxxx Xxxxx
---------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
The decision to participate in this investment,
any representations made herein by the
participant, and any actions taken hereunder by
the participant has/have been made solely at the
direction of the investment fiduciary who has sole
investment discretion with respect to this
investment.
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AETNA LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXXX CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx XX
---------------------------
Name: Xxxxxxxx X. Xxxxxx XX
Title: Senior Vice President
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