Exhibit 10.13
TERMINATION AGREEMENT
This Termination Agreement dated as of May 17, 2002 (this "Agreement"),
is among Teletouch Communications, Inc., a Delaware corporation (the "Company"),
each of the investors listed on the Schedule of Investors attached hereto (the
"Investors") and those other stockholders listed on the signature page hereto
(the "Other Stockholders"). Continental Illinois Venture Corporation, a Delaware
corporation ("CIVC"), CIVC Partners I, a Delaware limited partnership ("CIVC
Partners"), the other Investors and the Other Stockholders are collectively
referred to as the "Stockholders" and individually as a "Stockholder".
A. The Company and the Investors are parties to the Amended and
Restated Subordinated Note, Preferred Stock and Warrant Purchase Agreement dated
as of August 3, 1995 (as amended from time to time, the "Purchase Agreement").
B. The Company and the Stockholders are parties to the Stockholders
Agreement dated as of August 3, 1995 (the "Stockholders Agreement"). G. Xxxxx
Xxxxxxxxxxxx and Finova Capital Corporation no longer hold any shares of capital
stock subject to the Stockholders Agreement and no longer have any interest
therein.
C. The Company and CIVC are parties to the Warrant Agreement dated as
of August 3, 1995 (the "Warrant Agreement").
D. The Company, CIVC, CIVC I and the Stockholders are parties to the
Registration Agreement dated as of August 3, 1995 (the "Registration
Agreement").
E. The Company, CIVC, CIVC I and the Stockholders (other than Xxxxxx
X. XxXxxxxx and GM Holdings, LLC) are parties to the Option and Securities
Purchase Agreement date August 24, 2001 (the "Option Agreement").
F. It is a condition precedent to the consummation of the
transactions contemplated by the Option Agreement that the Stockholders
Agreement be terminated; and, in connection therewith, it is the desire of the
various parties thereto and the additional parties hereto to terminate each of
the Purchase Agreement, Stockholders Agreement, Warrant Agreement and
Registration Agreement (such agreements referred to collectively herein as the
"Investment Agreements") in accordance with and subject to the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:
1. Upon the execution of this Agreement, the Investment Agreements
shall be and hereby are terminated. The termination of the Investment Agreements
is not intended to, and does not, affect any document or instrument executed and
delivered as contemplated by such Investment Agreements other than as set forth
herein, and such termination shall have no effect on any claims arising from
obligations under those provisions of the Investment Agreements that by their
terms expressly state that they survive termination of such Investment
Agreements,
including, without limitation, the Release delivered pursuant to the Option and
Securities Purchase Agreement
2. This Agreement shall be binding upon and shall inure to the
benefit of the Company, the Stockholders and each of their respective heirs,
successors and assigns.
3. This Agreement and the rights and obligations of the parties
hereunder shall be governed by, and construed in accordance with, the laws of
the State of Delaware. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.
Signature page follows.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first written above.
TELETOUCH COMMUNICATIONS, INC.
By: /s/ J. Xxxxxx Xxxxxx
----------------------------------
Name: J. Xxxxxx Xxxxxx
Title: President
INVESTORS:
CONTINENTAL ILLINOIS
VENTURE CORPORATION
By: /s/Xxxxxx Xxxxx
----------------------------------
Name: Xxxxxx Xxxxx
Title: Its Managing Director
CIVC PARTNERS I
By: /s/ Xxxxxx Xxxxx
----------------------------------
Name: Xxxxxx Xxxxx
Title: Partner
GM HOLDINGS, LLC
By: /s/ Xxxx X. Xxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Manager
OTHER STOCKHOLDERS
/s/ Xxxxxx X. XxXxxxxx
-------------------------------------
Xxxxxx X. XxXxxxxx
/s/Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxxx
/s/ Xxxx X. Xxxxxxx
-------------------------------------
Xxxx X. Xxxxxxx
XXXXXXX X. XXXXXXX TRUST
By: /s/ Xxxx D, Xxxxxxx
----------------------------------
Xxxx X. Xxxxxxx
Trustee
XXXXX XXXXXX INDIVIDUAL
RETIREMENT ACCOUNT FBO:
Xxxxx X. Xxxxxxx
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Xxxxx X. Xxxxxxx
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------
Xxxxx Xxxxxx Representative
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XXXXX XXXXXX INDIVIDUAL
RETIREMENT ACCOUNT FBO:
Xxxxxxx X. Xxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxx
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------
Xxxxx Xxxxxx Representative
RAINBOW RESOURCES, INC.
By: /s/ Xxxxxx X. XxXxxxxx
----------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: President
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SCHEDULE OF INVESTORS
Name and Address
----------------
Continental Illinois Venture Corporation
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
CIVC Partners I
c/o Continental Illinois Venture Corporation
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
GM Holdings, LLC
000 Xxxxxx Xxxxxx Xxxxx
00/xx/ Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx
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