Exhibit 2.1
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AGREEMENT
AGREEMENT, dated November 25, 1998, by and between XTRA CORPORATION, a
Delaware corporation (the "Company"), and WHEELS MERGERCO LLC, a Delaware
limited liability company ("MergerCo").
WHEREAS, XTRA and MergerCo are parties to an Amended and Restated Agreement
and Plan of Merger and Recapitalization, dated as of July 31, 1998 (the
"Recapitalization Agreement"); and
WHEREAS, XTRA and MergerCo wish to terminate the Recapitalization Agreement
pursuant to Section 8.1(1) thereof;
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Termination. The Company and MergerCo hereby agree that the
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Recapitalization Agreement is terminated pursuant to Section 8.1(1) thereof
effective immediately upon the execution of this Agreement by the Company and
MergerCo.
2. No Further Obligations. Notwithstanding any provision to the
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contrary in the Recapitalization Agreement, the Company and MergerCo agree that
neither party (nor any of their respective officers, directors, managers,
stockholders, members or affiliates) shall have any further obligations or
liabilities owing to the other in connection with or arising out of the
Recapitalization Agreement or its termination. In furtherance of the foregoing,
each party shall be responsible for any and all expenses incurred by it in
connection with the transactions contemplated by the Recapitalization Agreement.
3. Public Announcement. The parties shall use reasonable efforts to
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agree upon a mutually satisfactory text for the press release announcing
termination of the Recapitalization Agreement.
IN WITNESS WHEREOF, the Company and MergerCo have caused this Agreement to
be executed as of the date first written above by their respective officers and
managers thereunto duly authorized.
XTRA CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President and Chief Financial
Officer
WHEELS MERGERCO LLC
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Manager
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Manager
