EXHIBIT 99.3
THIRD AMENDMENT TO STOCKHOLDERS' AGREEMENT
Reference is made to that certain Stockholders' Agreement dated as of
January 29, 1993 and amended as of July 1, 1993 and amended further on November
1, 1994 (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"). Capitalized terms used herein without definition shall have the
meanings set forth in the Stockholders' Agreement unless otherwise specified
herein.
RECITALS
A. On October 21, 1996, Warburg and Prudential reached agreement upon the sale
and assignment (the "Sale and Assignment Agreement") from Prudential to Warburg
of the Securities, as defined in the Sale and Assignment Agreement.
B. The Sale and Assignment Agreement provides that, as a condition of closing,
there shall have been executed by the parties thereto, an amendment to the
Stockholders' Agreement terminating Prudential's obligations thereunder and
pursuant to which Prudential releases all of its rights under the Stockholders
Agreement.
NOW THEREFORE, in acknowledgment of the foregoing recitals, the parties hereby
agree as follows:
1. The Stockholders' Agreement is hereby amended so that any and all of
Prudential's obligations thereunder are hereby terminated.
2. The Stockholders' Agreement is hereby further amended so that any and all
of Prudential's rights thereunder are hereby terminated and released.
3. Except as specifically provided herein, the terms and conditions of the
Stockholders' Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment
To Stockholders' Agreement this 22nd day of October, 1996.
XXXXX & XXXXX COMPANY
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Sr. Vice President
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WARBURG, XXXXXX INVESTORS, L.P.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: Partner
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THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Vice President
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XXX X. XXXXXXX, an individual
By: /s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx
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