TERMINATION OF THE MANAGEMENT SHAREHOLDERS AGREEMENT
Exhibit 4.1
TERMINATION
OF THE
MANAGEMENT SHAREHOLDERS AGREEMENT
WHEREAS, each of the undersigned is a party to that certain Management Shareholders Agreement, dated March 28, 2005, as amended by the First Amendment to the Management Shareholders Agreement, dated September 17, 2007, the Second Amendment to the Management Shareholders Agreement, dated August 20, 2009, and the Third Amendment to the Management Shareholders Agreement, dated January 29, 2010 (the “Management Shareholders Agreement”), by and between Xxxxxx Xxxxxxxx plc, an Irish public limited company (“Warner plc”), Xxxxxx Xxxxxxxx Limited (f/k/a Xxxxxx Xxxxxxxx Holdings Company, Limited), an exempted Bermuda limited company, Xxxxxx Xxxxxxxx Holdings Company II, Limited, an exempted Bermuda limited company, Xxxxxx Xxxxxxxx Holdings Company III, Limited, an exempted Bermuda limited company and certain other persons named therein;
WHEREAS, the IPO has occurred, and accordingly, pursuant to Section 8.05(b) of the Management Shareholders Agreement, Articles 2 and 4 have terminated;
WHEREAS, pursuant to Section 8.05(a) of the Management Shareholders Agreement, the written consent of (i) Warner plc, (ii) Management Shareholders whose Aggregate Ownership of Group Equity Securities is over 50% of the Aggregate Ownership of Group Equity Securities of all Management Shareholders and (iii) a majority of the Sponsor Representatives (collectively, the “Required Parties”) is required to amend the Management Shareholders Agreement; and
WHEREAS, the Required Parties desire to terminate the Management Shareholders Agreement and all of the rights and obligations of the parties thereunder.
NOW, THEREFORE, pursuant to Section 8.05(a) of the Management Shareholders Agreement:
1. The Required Parties hereby agree to the termination of the Management Shareholders Agreement and all of the rights and obligations of the parties thereunder as of the date hereof; provided that (A) the following provisions of the Management Shareholders Agreement shall survive: (a) Section 8.06 (Non-Recourse), (b) Section 8.07 (Governing Law; Venue), (c) Section 8.08 (Waiver of Jury Trial), (d) Section 8.09 (Specific Enforcement; Cumulative Remedies), (e) Section 8.10 (Entire Agreement), (f) Section 8.11 (Severability) and (g) Section 8.13 (Indemnity and Liability; Reimbursement of Expenses); and (B) insofar as they relate to offerings of Registrable Securities completed as of the date hereof, the following additional provisions shall survive: (w) Section 6.04 (Indemnification by the Companies), (x) Section 6.05 (Indemnification by the Participating Management Shareholders), (y) Section 6.06 (Conduct of Indemnification Proceedings) and (z) Section 6.07 (Contribution).
2. As of the date hereof none of the Group Equity Securities owned by any Management Shareholder shall constitute “Registrable Securities” for any purpose under that certain Amended and Restated Shareholders Agreement, dated as of March 31, 2005, by and between Xxxxxx Xxxxxxxx plc, Xxxxxx Xxxxxxxx Limited (f/k/a Xxxxxx Xxxxxxxx Holdings Company, Limited), Xxxxxx Xxxxxxxx Holdings Company II, Limited, Xxxxxx Xxxxxxxx Holdings Company III, Limited and certain other persons named therein, as amended to the date hereof.
3. The validity, interpretation and enforcement of this agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof.
4. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
5. Capitalized terms used but not defined herein shall have the meanings set forth in the Management Shareholders Agreement.
2
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed by their respective authorized officers as of November 8, 2012.
| XXXXXX XXXXXXXX PLC | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | General Counsel | |
| XXXXXX XXXXXXXX LIMITED | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Director | |
| XXXXXX XXXXXXXX HOLDINGS COMPANY II, LIMITED | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Director | |
| XXXXXX XXXXXXXX HOLDINGS COMPANY III, LIMITED | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Director | |
| BAIN FUNDS: | ||
| XXXX CAPITAL (WC) NETHERLANDS B.V., AS SUCCESSOR IN INTEREST TO XXXX CAPITAL INTEGRAL INVESTORS II, L.P., ON ITS OWN BEHALF AND AS THE BAIN REPRESENTATIVE | ||
| By: | /s/ Xxxx Xxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxx | |
| Title: | Director A | |
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Director B | |
| BAIN FUNDS: | ||
| BCIP ASSOCIATES-G, AS SUCCESSOR IN INTEREST TO XXXX CAPITAL INTEGRAL INVESTORS II, L.P., ON ITS OWN BEHALF AND AS THE BAIN REPRESENTATIVE | ||
| By: | Xxxx Capital Investors, LLC, its Managing Partner | |
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Managing Director | |
| JPMP FUNDS: | ||
| X.X. XXXXXX PARTNERS (CAYMAN/(WC) LTD., AS SUCCESSOR IN INTEREST TO X.X. XXXXXX PARTNERS (BHCA), L.P., ON ITS OWN BEHALF AND AS THE JPMP REPRESENTATIVE | ||
| By: | /s/ Xxx Xxxxxxx Xxxxx - Xxxxx | |
| Name: | Xxx Xxxxxxx Xxxxx - Xxxxx | |
| Title: | Director | |
| THL FUNDS: | ||
| THL WC (DUTCH) B.V., AS SUCCESSOR IN INTEREST TO XXXXXX X. XXX (ALTERNATIVE) FUND V, L.P., ON ITS OWN BEHALF AND AS THE THL REPRESENTATIVE | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Director A | |
| By: |
/s/ B. W. de Sonnaville | |
| Name: | B. W. de Sonnaville | |
| Title: | Director B | |
| By: | /s/ Xxxxx X. Xxxxxxxxxxxxx | |
| Xxxxx X. Xxxxxxxxxxxxx | ||
