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
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
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 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President and Chief Financial
Officer
WHEELS MERGERCO LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Manager
