EXHIBIT 4.16
TERMINATION OF THE STOCKHOLDERS' AGREEMENT
Reference is made to that certain Stockholders' Agreement dated as of
January 29, 1993, as amended as of July 1, 1993, November 1, 1994 and October
22, 1996 (the "Stockholders' Agreement"), by and among Xxxxx & Xxxxx Company, a
Delaware corporation (the "Company"), Warburg, Xxxxxx Investors, L.P., a
Delaware limited partnership ("Warburg"), Xxx X. Xxxxxxx ("Xxxxxxx"), and The
Prudential Insurance Company of America, a New Jersey insurance corporation
("Prudential").
RECITALS
A. The Company, Prudential, Warburg and Xxxxxxx executed the Third
Amendment to Stockholders' Agreement dated as of October 22, 1996 terminating
all of Prudential's obligations under the Stockholders' Agreement and pursuant
to which Prudential released all of its rights under the Stockholders' Agreement
as a condition of closing the transactions contemplated by the Sale and
Assignment Agreement dated October 21, 1996 by and between Prudential and
Warburg.
B. As a condition of closing the transactions contemplated by the
Tri-Party Agreement dated as of December ___, 1996 by and among the Company,
Warburg and Xxxxxxx, the Stockholders' Agreement shall be terminated.
NOW, THEREFORE, in acknowledgement of the foregoing recitals, the
parties hereby agree that:
1. All of the obligations of each of the Company, Warburg and
Xxxxxxx under the Stockholders' Agreement are hereby terminated.
2. All of the rights of each of the Company, Warburg and Xxxxxxx
under the Stockholders' Agreement are hereby terminated and released.
3. The Stockholders' Agreement shall have no further force or effect
as of the date hereof.
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IN WITNESS WHEREOF, the parties have executed this Termination of the
Stockholders' Agreement this 11th day of December, 1996.
XXXXX & XXXXX COMPANY
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
WARBURG, XXXXXX INVESTORS, L.P.,
By: Warburg, Xxxxxx & Co.,
its General Partner
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Partner
/s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx
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