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Exhibit 3.4
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT ("Termination Agreement"), entered into as of the
22nd 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"); and Xx Xxxxxx International, Inc., a corporation organized under the
laws of Delaware ("LCII"). PIHLP, ECO, RMF, Xxxxxx, AESOP and CACMT and LCII
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: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Exec. Vice President
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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: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title:
/s/ Xxxxx Xxxxxxxx
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Xxxxx X. Xxxxxxxx
XXXXXX LLC, a Connecticut limited liability company
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Managing Member
THE XXXXXX XXXX XXXXX MARITAL
TRUST, a Connecticut trust
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Trustee, and not individually or in any
other capacity
By: /s/ Xxxxxxx Xxxxx
__________________________________
Name: Xxxxxxx Xxxxx
Title: Trustee, and not individually or in any
other capacity
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THE AESOP FUND, L.P., a Delaware limited partnership
By: Capitol Investors, G.P.
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a partnership
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MANAGING GENERAL PARTNER
By: /s/ Duff Xxxxxxx
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Name: Duff Xxxxxxx
Title: Chairman
X. XXXXXX INTERNATIONAL, INC.
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
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