Exhibit 99.2: Side Letter Agreement
Apax Europe VI-A, L.P.
Apax Europe VI-1, L.P.
Xxxxx (Guernsey) L.P.
00-00 Xxxxxxxx Xxxx
Xx. Xxxxx Xxxx, Xxxxxxxx,
Xxxxxxx Xxxxxxx
August 25, 2006
Xxxxxx X. Xxxxxx
RSL Investment Corp.
RSL Investment LLC
RAJ Family Partners, L.P
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx X. Xxxxxx
LWG Family Partners, L.P.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Reference is hereby made to the Purchase Agreement by and among Xxxxxx
X. Xxxxxx ("RSL"), RSL Investments Corp., a Delaware corporation ("RIC"), RSL
Investment LLC, a Delaware limited liability company ("RIL"), RAJ Family
Partners, L.P, a Georgia limited partnership ("RAJ"), Xxxxxxx X. Xxxxxx
("LAL"), LWG Family Partners, L.P., a Georgia limited partnership ("LWG"), and
Xxxxx (Guernsey) L.P., a Guernsey limited partnership ("APAX SPV"), dated as of
August 25, 2006 (the "Purchase Agreement"). Capitalized terms used but not
defined herein shall have the meanings ascribed thereto in the Purchase
Agreement. As an inducement for RSL, RIC, RIL, RAJ, LAL, and LWG to enter into
the Purchase Agreement and in connection therewith, RSL, RIC, RIL, RAJ, LAL,
LWG, APAX SPV, Apax Europe VI-A, L.P. ("APAX Fund VI-A") and Apax Europe VI-1,
L.P. (together with APAX Fund VI-A, the "APAX Funds") have entered into this
letter agreement.
The parties hereto hereby acknowledge that they are entering into this
letter agreement immediately following the execution of the Purchase Agreement.
In order to further clarify certain understandings among the parties,
the parties hereby agree that for so long as APAX SPV is a limited partner of
the Partnership, the APAX Funds shall not Transfer, directly or indirectly, any
interest in APAX SPV, and shall cause such interest not to be Transferred, to
any Person other than an APAX Permitted Transferee.
This letter agreement shall survive the Closing.
This letter agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.
This letter agreement may be amended, modified or supplemented only by
a written instrument executed by each of the parties hereto. This letter
agreement shall terminate upon any termination of the Purchase Agreement
pursuant to Article V thereof and be of no force or effect.
Nothing in this letter agreement will confer any rights upon any
person that is not a party or a successor or permitted assignee of a party to
this letter agreement.
This letter agreement shall be construed and enforced in accordance
with, and be governed by, the internal laws of the State of New York, without
giving effect to its conflict of laws, principles or rules to the extent that
such principles or rules would require the application of the laws of another
jurisdiction, and the parties consent to the exclusive jurisdiction of the
federal and state courts located in the City and County of New York, New York,
to resolve any dispute relating to this letter agreement.
Each party acknowledges and agrees that any controversy which may
arise under this letter agreement is likely to involve complicated and
difficult issues, and therefore it hereby irrevocably and unconditionally
waives any right it may have to a trial by jury in respect of any litigation
directly or indirectly arising out of or relating to this letter agreement or
the transactions contemplated hereby. Each party certifies and acknowledges
that (i) no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce either of the foregoing waiver, (ii) it
understands and has considered the implications of such waiver, (iii) it makes
such waiver voluntarily, and (iv) it has been induced to enter into this letter
agreement by, among other things, the mutual waiver in this paragraph.
This letter agreement contains the entire agreement of the parties
with respect to the subject matter of this letter agreement and supersedes all
other prior agreements, understandings, statements, representations and
warranties, oral or written, express or implied, between the parties and their
respective affiliates, representatives and agents in respect of the subject
matter of this letter agreement.
[Remainder of Page Intentionally Left Blank]
Please confirm that the foregoing is our mutual understanding by
signing and returning to us an executed counterpart of this letter agreement
APAX EUROPE VI-A, L.P.
By: APAX PARTNERS EUROPE MANAGERS LTD,
acting in its capacity as manager of
Apax Europe VI-A, L.P.
By: /s/ Xxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx
Title: Director Director
APAX EUROPE VI-1, L.P.
By: APAX PARTNERS EUROPE MANAGERS LTD, acting in
its capacity as manager of Apax Europe VI-1, L.P.
By: /s/ Xxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxxxxx
--------------------------------------------
Name: Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx
Title: Director Director
XXXXX (GUERNSEY) L.P.
By: XXXXX (GUERNSEY) GP LTD, acting in its capacity
as manager of Xxxxx (Guernsey) L.P.
By: /s/ Xxxxxx Xxxxxxx
----------------------
Name: Xxxxxx Xxxxxxx
Title: Director
[Remainder of Page Intentionally Left Blank]
Acknowledged and Agreed to as of the
date first written above:
XXXXXX X. XXXXXX
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Xxxxxx X. Xxxxxx
RSL INVESTMENTS CORP.
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Xxxxxx X. Xxxxxx
Title:
RSL INVESTMENT LLC
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Xxxxxx X. Xxxxxx
Title:
RAJ FAMILY PARTNERS, L.P.
By: /s/ Xxxxxx X. Xxxxxx
----------------------
Name:
Title:
XXXXXXX X. XXXXXX
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------
Xxxxxxx X. Xxxxxx
LWG FAMILY PARTNERS, L.P.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President LWG Family
Corporation, its Managing
Member
(Signature Page to Letter Agreement)
