March 15, 2004
Exhibit 99.9
March 15, 2004
New Mountain Partners, L.P.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
New Mountain Xxxxxxx Trust
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Shareholders’ Agreement dated as of March 16, 2001 (the “Original Shareholders’ Agreement”), by and among New Mountain Partners, L.P. (“New Mountain”) and MidOcean Capital Investors, L.P. (formerly DB Capital Investors, L.P.) (“MidOcean”), as amended by the Amendment and Joinder dated as of January 14, 2004 to, among other things, admit New Mountain Xxxxxxx Trust (the “Trust”) as a party to the Original Shareholders’ Agreement (as amended, the “Shareholders’ Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Shareholders’ Agreement.
Section 5.16 of the Shareholders’ Agreement provides that the Shareholders’ Agreement may be terminated at any time by the mutual consent of all of the Investors thereto. MidOcean requests the consent of New Mountain and the Trust to terminate the Shareholders’ Agreement. By signing below, each of New Mountain and the Trust agree that the Shareholders’ Agreement shall terminate and be of no further force or effect as of the date first written above.
The laws of the State of New York shall govern the interpretation, validity and performance of the terms of this letter, without regard to the application of principles of conflicts of law. This letter may not be amended or modified except by a writing executed by all of the parties hereto. This letter may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same letter agreement.
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Very truly yours, |
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MIDOCEAN CAPITAL INVESTORS, L.P. |
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By: MidOcean Capital Partners, L.P., its general partner |
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By: Existing Fund GP, Ltd., its general partner |
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By: |
/s/ Xxxxxx Spring |
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Name: Xxxxxx Spring |
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Title: Principal |
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Confirmed and agreed as of the date first written above:
NEW MOUNTAIN PARTNERS, L.P.
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By: |
New Mountain Investments, L.P., its general partner |
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By: |
New Mountain GP, LLC, its general partner |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxx |
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Title: |
Member |
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NEW MOUNTAIN XXXXXXX TRUST |
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By: |
Bank of America, N.A., as Trustee |
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By: |
/s/ XxXx Xxxxxxx |
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Name: |
XxXx Xxxxxxx |
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Title: |
Vice President |
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