TERMINATION AGREEMENT (Amended and Restated Agreement Relating to Stock)
Exhibit 99.4
EXECUTION VERSION
(Amended and Restated Agreement Relating to Stock)
THIS TERMINATION AGREEMENT (this “Agreement”), dated as of February 14, 2012, is made by and among each of Xxxxxx X. Xxxxxxxx, Xxxxxxxx X. Xxxxxxxxx and Xxxx X. Xxxxxx, not individually, but solely in their capacity as trustees of the trusts listed on Schedule A-1 attached hereto; CIBC Trust Company (Bahamas) Limited, not individually, but solely in its capacity as trustee of the trusts listed on Schedule A-2 attached hereto; Xxxxxxxx X. Xxxxxxxxx, not individually, but solely in his capacity as trustee of the trusts listed on Schedule A-3 attached hereto; Xxxx X. Xxxxxx, not individually, but solely in his capacity as trustee of the trusts listed on Schedule A-4 attached hereto; Xxxx Xxxxx Xxxxxxx, not individually, but solely in his capacity as trustee of the trusts listed on Schedule A-5 attached hereto; Xxxxxx Trust Company, LLC, not individually, but solely in its capacity as trustee of the trusts listed on Schedule A-6 attached hereto; Xxxx Xxxxxxxx Pucker and Xxxxxx X. Xxxxx, not individually, but solely in their capacity as trustees of the trusts listed on Schedule A-7 attached hereto and each of the parties listed on Schedule B attached hereto and Schedule C attached hereto. All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement Relating to Stock (as defined below).
R E C I T A L S
WHEREAS, the undersigned are parties to the Amended and Restated Agreement Relating to Stock, dated as of October 26, 2009, by and among the Stockholders (the “Agreement Relating to Stock”); and
WHEREAS, the undersigned desire to terminate the Agreement Relating to Stock.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Termination. Effective upon the full execution and delivery of this Agreement, the Agreement Relating to Stock shall be terminated. Notwithstanding the foregoing, Sections 4 through 19 of the Agreement Relating to Stock shall survive the termination thereof.
2. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.
3. Counterparts; Effectiveness. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of signature page of this Agreement by
facsimile or other electronic image scan shall be effective delivery of a manually executed counterpart of this Agreement.
4. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and each of their respective permitted successors and assigns.
5. No Trustee Liability. When this Agreement is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Agreement shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, whether express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof, and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follow]
2
IN WITNESS WHEREOF, the parties hereto have duly executed this Termination Agreement effective as of the date first above written.
| TRUSTS: | ||
| The Trusts identified on Schedule A-1, attached hereto | ||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |
| Xxxxxx X. Pritkzer, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule A-1 |
| By: | /s/ Xxxxxxxx X. Xxxxxxxxx | |
| Xxxxxxxx X. Xxxxxxxxx, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule A-1 |
| By: | /s/ Xxxx X. Xxxxxx | |
| Xxxx X. Xxxxxx, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule A-1 |
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
| The Trusts identified on Schedule A-2, attached hereto | ||
| By: | CIBC Trust Company (Bahamas) Limited, solely as trustee of each of those separate and distinct trusts listed on Schedule A-2 | |
| /s/ Xxxxxxxx X. Xxxxxx | ||
| Authorized Signatory | ||
| /s/ Xxxxxx X. Xxxxxxxx | ||
| Authorized Signatory | ||
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
| The Trusts identified on Schedule A-3, attached hereto | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxxx | |
| Xxxxxxxx X. Xxxxxxxxx, not individually, but solely as trustee of each of those separate and distinct trusts listed on Schedule A-3 |
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
| The Trusts identified on Schedule A-4, attached hereto | ||
| By: | /s/ Xxxx X. Xxxxxx | |
| Xxxx X. Xxxxxx, not individually, but solely as trustee of each of those separate and distinct trusts listed on Schedule A-4 |
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
| The Trusts identified on Schedule A-5, attached hereto | ||
| By: | /s/ Xxxx Xxxxx Xxxxxxx | |
| Xxxx Xxxxx Xxxxxxx, not individually, but solely as trustee of each of those separate and distinct trusts listed on Schedule A-5 | ||
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
| The Trusts identified on Schedule A-6, attached hereto | ||
| By: | Xxxxxx Trust Company, LLC, solely as trustee of each of those separate and distinct trusts listed on Schedule A-6 | |
| /s/ Xxxx Xxxxx Xxxxxxx | ||
| Authorized Signatory, President | ||
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
| The Trusts identified on Schedule A-7, attached hereto | ||
| By: | /s/ Xxxx Xxxxxxxx Pucker | |
| Xxxx Xxxxxxxx Pucker, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule A-7 | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Xxxxxx X. Xxxxx, not individually, but solely as co-trustee of each of those separate and distinct trusts listed on Schedule A-7 | ||
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
ADULT BENEFICIARIES:
| /s/ Xxxxxx X. Xxxxxxxx |
| Xxxxxx X. Xxxxxxxx, individually |
| /s/ Xxxxx Xxxxxxxx |
| Xxxxx Xxxxxxxx, individually |
| /s/ Xxxx Xxxxxxxx Pucker |
| Xxxx Xxxxxxxx Pucker, individually |
| /s/ Xxxxx Xxxxxxxx |
| Xxxxx Xxxxxxxx, individually |
| /s/ Xxxxxxxx Xxxxxxxx |
| Xxxxxxxx Xxxxxxxx, individually |
| /s/ Xxxxx Xxxxxxxx |
| Xxxxx Xxxxxxxx, individually |
| /s/ Xxxxxx Xxxxxxxx Xxxxxxxx |
| Xxxxxx Pritzker Xxxxxxxx, individually |
| /s/ Xxxxxxx Xxxxxxxx Pucker |
| Xxxxxxx Xxxxxxxx Pucker, individually |
| /s/ Xxxx Xxxxxxxx Xxxxxxxx |
| Xxxx Pritzker Xxxxxxxx, individually |
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
| LIMITED LIABILITY COMPANIES: | ||
| T11M2 HHC, L.L.C. | ||
| By: | /s/ Xxxxxx X. Xxxx | |
| Xxxxxx X. Xxxx | ||
| Vice President, Treasurer and Secretary | ||
| G14M2 HHC, L.L.C. | ||
| By: | /s/ Xxxxxx X. Xxxx | |
| Xxxxxx X. Xxxx | ||
| Vice President, Treasurer and Secretary | ||
| THHC, LLC | ||
| By: | /s/ Xxxxxx X. Xxxx | |
| Xxxxxx X. Xxxx | ||
| Vice President, Treasurer and Secretary | ||
| GHHC, LLC | ||
| By: | /s/ Xxxxxx X. Xxxx | |
| Xxxxxx X. Xxxx | ||
| Vice President, Treasurer and Secretary | ||
SCHEDULE A-1
A.N.P. Trust #12
A.N.P. Trust #13A—Xxx
A.N.P. Trust #14
A.N.P. Trust #18-Xxxxxx
A.N.P. Trust #7A—Xxx
A.N.P. Trust #8
Don G.C. Trust #1
F.L.P. Trust #11
LaSalle G.C. Trust #2
R.A. G.C. Trust #1
Xxx Trust
LaSalle Trust Xx. 00
XxXxxxx Xxxxx Xx. 00
LaSalle Trust Xx. 00
XXXXX XXXXX-XXXXXX # 00
XXXXXXXXX XXXXX-XXXXXX # 00
ATHENA TRUST-OREGON # 35
AUMSVILLE TRUST-OREGON # 36
BELLEVIEW TRUST-OREGON # 37
BLY TRUST-OREGON # 38
CANYONVILLE TRUST-OREGON # 00
XXXXXXXXXX XXXXX-XXXXXX # 00
XXXXXXXX XXXXX-XXXXXX #000
XXXXXX XXXXX-XXXXXX #000
XXXXXX XXXXX-XXXXXX #000
XXXXX XXXXX-XXXXXX #000
XXXXXXX XXXXX-XXXXXX #000
XXXXXXXXXX XXXXX-XXXXXX #000
XXXXXXXX XXXXX-XXXXXX #000
XXXXXXXX XXXXX-XXXXXX #000
XXXX XXXXX-XXXXXX #000
XXXXXXX XXXXX-XXXXXX #000
XXXX XXXXX-XXXXXX #000
XXXXXXXXX XXXXX-XXXXXX #000
XXXXXX XXXXX-XXXXXXXXXX # 00
XXXX XXXXX-XXXXXXXXXX # 00
XXXXXXXXX XXXXX-XXXXXXXXXX # 59
XXXXXXX TRUST-WASHINGTON # 60
XXXXXXX TRUST-WASHINGTON # 61
SPECTACLE TRUST-WASHINGTON # 62
GALISPELL TRUST-WASHINGTON # 00
XXXX XXXXX-XXXXXXXXXX # 00
XXXXXX XXXXX-XXXXXXXXXX #137
SKOKOMICH TRUST-WASHINGTON #138
CHEROKEE TRUST-WASHINGTON #139
SPOKANE TRUST-WASHINGTON #000
XXXXX XXXXX-XXXXXXXXXX #000
XXXXXXXXXX XXXXX-XXXXXXXXXX #142
HOH TRUST-WASHINGTON #143
QUILLAYUTE TRUST-WASHINGTON #144
NOOKSACK TRUST-WASHINGTON #000
XXXXXXXX XXXXX-XXXXXXXXXX #000
XXXXX XXXXX-XXXXXXXXXX #000
ICICLE TRUST-WASHINGTON #148
KLICKITAT TRUST-WASHINGTON #000
XXXXXXX XXXXX-XXXXXXXXXX #000
SNOW TRUST-WASHINGTON #151
XXXXXX TRUST-WASHINGTON #152
Amarillo Residuary Trust #1
ECI QSST Trust #4
ECI QSST Trust #5
ECI QSST Trust #6
P.P.C. TRUST #2- XXX
A.N.P. Trust #31
A.N.P. Trust #34—Xxxxx
A.N.P. Trust #36—Xxxxx
A.N.P. Trust #37
A.N.P. Trust #40—Xxxxx
A.N.P. Trust #42—Penny
Don G.C. Trust #8
LaSalle G.C. Trust #9
LaSalle Trust No. 47
LaSalle Trust No. 51
Xxxxx Trust
F. L. P. Trust #19
LaSalle Trust #47
LaSalle Trust #51
Xxxxx Trust
CLATSOP TRUST-OREGON #145
COOS TRUST-OREGON #000
XXXXXXXXX XXXXX-XXXXXX #000
XXXX XXXXX-XXXXXX #148
MALHEUR TRUST-OREGON #000
XXXXXXX XXXXX-XXXXXX #000
XXXXX XXXXX-XXXXXX #151
WASCO TRUST-OREGON #000
XXXXXX XXXXX-XXXXXX #000
XXXXXXXX XXXXX-XXXXXX #194
IMBLER TRUST-OREGON #195
INDEPENDENCE TRUST-OREGON #196
2
INTERLACHEN TRUST-OREGON #000
XXXX XXXXX-XXXXXX #000
XXXXXXX XXXXX-XXXXXX #000
XXXXXX XXXXX-XXXXXX #000
XXXXXX XXXXX-XXXXXXXXXX # 17
CLIFTY TRUST-WASHINGTON # 18
CASHMERE TRUST-WASHINGTON # 19
XXXXX TRUST-WASHINGTON # 20
BONANZA TRUST-WASHINGTON # 21
XXXXX TRUST-WASHINGTON # 22
XXXXX TRUST-WASHINGTON # 23
XXXX TRUST-WASHINGTON # 24
MARYSVILLE TRUST-WASHINGTON #161
LYNWOOD TRUST-WASHINGTON #162
EDMONDS TRUST-WASHINGTON #000
XXXX XXXXX-XXXXXXXXXX #000
XXXXXXX XXXXX-XXXXXXXXXX #165
BURIEN TRUST-WASHINGTON #166
XXXXXXXX TRUST-WASHINGTON #167
FLAGLER TRUST-WASHINGTON #168
Amarillo Residuary Trust #8
P.P.C. TRUST #6- XXXXX
P.P.C. TRUST #7- XXXXX
R.A. G.C. Trust #8
A.N.P. Trust #11
A.N.P. Trust #13C—Gigi
A.N.P. Trust #17
A.N.P. Trust #5-Xxxx
A.N.P. Trust #6
A.N.P. Trust #7C—Gigi
F.L.P. Trust #14
Gigi Trust
LaSalle G.C. Trust #5
LaSalle Trust No. 49
LaSalle Trust Xx. 00
XxXxxxx Xxxxx Xx. 00
R.A. G.C. Trust #4
XXXXXX XXXXX-XXXXXX # 00
XXXXXXXX XXXXX-XXXXXX # 00
XXXX XXXXX-XXXXXX # 00
XXXXXXX XXXXX-XXXXXX # 76
HILLSBORO TRUST-OREGON # 77
KEIZER TRUST-OREGON # 78
MILWAUKIE TRUST-OREGON # 79
PENDLETON TRUST-OREGON # 80
XXXXX TRUST-OREGON #169
3
XXXXXX TRUST-OREGON #170
ALVADORE TRUST-OREGON #000
XXXXXX XXXXX-XXXXXX #000
XXXXXXXX XXXXX-XXXXXX #000
XXXXXX XXXXX-XXXXXX #000
XXXXXX XXXXX-XXXXXX #000
XXXX XXXXX-XXXXXX #000
XXXXXXX XXXXX-XXXXXXXXXX # 00
XXXXXXXXX XXXXX-XXXXXXXXXX # 00
VANCOUVER TRUST-WASHINGTON # 35
DARRINGTON TRUST-WASHINGTON # 36
KEECHELUS TRUST-WASHINGTON # 37
FEDERATION TRUST-WASHINGTON # 38
HANFORD TRUST-WASHINGTON # 39
PAULS TRUST-WASHINGTON # 40
QUIET TRUST-WASHINGTON # 81
LEMEI TRUST-WASHINGTON # 82
SODA TRUST-WASHINGTON # 83
BOISTFORD TRUST-WASHINGTON # 84
SNAG TRUST-WASHINGTON # 85
WINDY TRUST-WASHINGTON # 86
MICA TRUST-WASHINGTON # 87
GYPSY TRUST-WASHINGTON # 88
Amarillo Residuary Trust #4
X.X.X. XXXXX #0- XXXX
X.X.X. XXXXX #0- XXXX
Xxx X.X. Trust #4
4
SCHEDULE A-2
Settlement T-551-1FD
1740 Trust #27FD
Settlement T-2113AFD
T-551-10FD2
1740 #34FD2
1740 #37FD
Settlement T-551-4FD
Settlement 1740 Trust #30FD
Settlement T-2113D-FDM
Xxxxxxxxxx X-0000X-XXX
Xxxxxxxxxx X-0000X-XXX
Settlement 1740 Trust #27
Settlement 1740 Trust #30
Settlement 1740 Trust #34
1740 Trust #40-AJ
1740 Trust #40-AB
1740 Trust #40-AD
1740 Trust #40-FDA
1740 Trust #40-FDM
1740 Trust #40-FDJ
1740 Trust #40-37D
1740 Trust #40-37R
Trust 2043-AJ
Trust 2043-AB
Trust 2043-AD
Trust 2043-FDA
Trust 2043-FDM
Trust 2043-FDJ
Settlement T-551-1
Settlement T-551-4
Settlement T-551-10
SCHEDULE A-3
P.G. Xxx Trust M
A.N.P. Trust #8M8
A.N.P. Trust #12M5
SCHEDULE A-4
LaSalle Trust #13M3
Belleview Trust (OR 37) M2
Xxx Trust (OR 38) M2
Canyonville Trust (OR 39) M2
Vale Trust (OR 189) M2
Heppner Trust (OR 190) M2
Moro Trust (OR 191) M1
Tillamook Trust (OR 192) M1
Xxxxxx Trust (WA 57) M1
Rock Trust (WA 58) M1
Roosevelt Trust (WA 59) M1
Xxxxxxx Trust (WA 60) M1
Xxxxxxx Trust (WA 61) M1
Spectacle Trust (WA 62) M1
Galispell Trust (WA 63) M1
West Trust (WA 64) M1
Lummi Trust (WA 141) M3
Shoalwater Trust (WA 142) M3
Hoh Trust (WA 143) M1
Quillayute Trust (WA 144) M3
Klickitat Trust (WA 149) M2
Willapa Trust (WA 150) M3
Snow Trust (WA 151) M2
ECI QSST Trust #4M3
Don G.C. Trust #1M4
R.A. G.C. Trust #1M3
LaSalle G.C. Trust #2M1
A.N.P. Trust #18-Xxxxxx M6
LaSalle Trust #42M4
ECI QSST Trust #5M2
LaSalle Trust #44M3
ECI QSST Trust #6M2
SCHEDULE A-5
LaSalle Trust #47M1
LaSalle Trust #51M1
SCHEDULE A-6
Xxxxx Trust M2
A.N.P. Trust #31M6
A.N.P. Trust #37M6
A.N.P. Trust #34-Xxxxx M6
A.N.P. Trust #36-Xxxxx M6
A.N.P. Trust #40-Xxxxx M6
A.N.P. Trust #42-Xxxxx M5
Don G.C. Trust #8M2
LaSalle G.C. Trust #9M1
R.A. G.C. Trust #8M3
Xxxx Xxxxxxxx Xxxxxxxx GST Trust
Xxxxxx Xxxxxxxx Xxxxxxxx GST Trust
SCHEDULE X-0
X.X. Xxxx Xxxxx X0
X.X.X. Trust #6M6
A.N.P. Trust #11M8
A.N.P. Trust #17M8
LaSalle Trust No. 49M1
LaSalle Trust No. 54M1
LaSalle Trust No. 58M1
Don G.C. Trust #4M4
R.A. G.C. Trust #4M4
LaSalle G.C. Trust #5M1
A.N.P. Trust #5-Gigi M5
SCHEDULE B
Adult Beneficiaries
Xxxxxx X. Xxxxxxxx
Xxxxx Xxxxxxxx
Xxxx Xxxxxxxx Xxxxxx
Xxxxx Xxxxxxxx
Xxxxxxxx Pritkzer
Xxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxx Pritzker Pucker
Xxxx Xxxxxxxx Xxxxxxxx
SCHEDULE C
T11M2 HHC, L.L.C.
G14M2 HHC, L.L.C.
GHHC, LLC
THHC, LLC
