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Exhibit 3.4
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT ("Termination Agreement"), entered into on this __
day of June 1997, by and between Poland Communications, Inc., a New York
corporation (the "Company"); Polish Investments Holding L.P., a limited
partnership organized under the laws of Delaware ("PIHLP"); ECO Holdings III
Limited Partnership, a limited partnership organized under the laws of Delaware
("ECO"); Xxxxx X. Xxxxxxxx, an individual resident of the State of Connecticut
("RMF"); Xxxxxx, LLC, a Connecticut limited liability company ("Xxxxxx"); the
AESOP Fund, L.P., a Delaware limited partnership ("AESOP"); The Xxxxxx Xxx
Xxxxx Marital Trust, a trust organized under the laws of Connecticut ("CACMT").
PIHLP, ECO, RMF, Xxxxxx, AESOP and CACMT shall hereinafter be referred to as
the Shareholders.
WHEREAS, the Shareholders have agreed that it would be in their
respective best interests to terminate that certain Shareholders' Agreement
dated March 29, 1996, as amended ("Shareholders' Amendment") by and between the
Shareholder and the Company;
WHEREAS, Section 15(i) of the Shareholders' Agreement provides that
shareholders holding not less than 65% of all of the total Voting Power (as
defined therein) may agree to terminate the Shareholders' Agreement; and
WHEREAS, the Shareholders collectively hold 100% of the Voting Power;
NOW THEREFORE, in consideration of the mutual agreements set forth
below and other valuable consideration, the Shareholders, intending to be bound
legally, hereby agree as follows:
1. The Shareholders' Agreement, without any further legal
action on behalf of or by the Shareholders, is hereby
terminated and ceases to have any legal effect as of the
date first written above.
IN WITNESS WHEREOF, the Shareholders have caused this Termination
Agreement to be duly executed by their authorized representatives as of the
date first written above.
POLISH INVESTMENTS HOLDING L.P.,
a Delaware limited partnership
By: CHASE POLISH ENTERPRISES, INC.,
a Delaware corporation
MANAGING GENERAL PARTNER
By: _______________________________
Name:
Title:
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ECO HOLDINGS III LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Advent ECO III L.L.C., general partner
By: Global Private Equity II Limited
Partnership, member
By: Advent International Limited
Partnership, general partner
By: Advent International Corporation,
general partner
By: ________________________________
Name:
Title:
_________________________________
Xxxxx X. Xxxxxxxx
XXXXXX LLC, a Connecticut limited liability company
By: _____________________________
Name: Xxxxxxx X. Xxxxxx
Title:
THE XXXXXX XXXX XXXXX MARITAL
TRUST, a Connecticut trust
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
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THE AESOP FUND, L.P., a Delaware limited partnership
By: _________________________________
a_________________________________
MANAGING GENERAL PARTNER
By: _________________________________
Name:
Title:
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