TERMINATION AGREEMENT
Exhibit 10.3
This Termination Agreement (“Agreement”) is dated as of April 27, 2004 between Xxxxxxx Xxxxx International (“MLI”) and Xxxxxx Communications, Inc., (“Xxxxxx”).
WHEREAS, MLI and Xxxxxx are parties to an ISDA Master Agreement (Multicurrency – Cross Border), and a Schedule thereto, each dated as of March 21, 2002 (“Master Agreement”);
WHEREAS, MLI and Xxxxxx are parties to (1) a transaction (ML Ref: 0281606) evidenced by a confirmation dated April 5, 2002; (2) a transaction (ML Ref: 0281652) evidenced by a confirmation dated April 5, 2002; (3) a transaction (ML Ref: 0281674) evidenced by a confirmation dated April 5, 2002; (4) a transaction (ML Ref: 0281695) evidenced by a confirmation dated April 8, 2002 and (5) a transaction (ML Ref: 0281705) (the “Subject Transaction”) evidenced by a confirmation dated April 10, 2002 (the “Subject Confirmation”); and
WHEREAS, MLI and Xxxxxx desire to terminate the Subject Transaction and Subject Confirmation without any affect on the terms and conditions of the Master Agreement or any other Transactions or Confirmations thereunder (each capitalized term not defined herein shall have the respective meaning ascribed to such term in the Master Agreement).
NOW, THEREFORE, in consideration, of the premises and the mutual covenants contained herein and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, MLI and Xxxxxx hereby mutually covenant and agree as follows:
1. Termination of Transaction. The Subject Transaction and Subject Confirmation shall be terminated, canceled, and of no further force and effect upon receipt of payment from Xxxxxx in the amount of $2,500,000.00 by MLI, which payment is due on Friday April 30, 2004.
2. Securities Laws.
(a) Xxxxxx hereby represents that commencing on and including April 22, 2004 to and including the date hereof, that it had and has no material, non-public information in respect of SAFECO Corporation.
(b) The parties acknowledge that prior to entering into the Master Agreement and the transactions and confirmations described in the second Whereas clause above (collectively, the “Master Agreement”), Xxxxxx adopted a screening procedure to prohibit Xxxxxxx X. Xxxxxxxxxx Xx. from participating in matters relating to the Master Agreement and Xxxxxx hereby confirms that, as a result of the screening procedure, there has been no exchange of information or discussions regarding SAFECO Corporation or the Master Agreement between Xx. Xxxxxxxxxx and the officers and directors responsible for implementing and overseeing the Master Agreement.
3. Due Authorization. Each of MLI and Xxxxxx hereby represents and warrants that the execution of this Agreement has been duly authorized by all necessary corporate action on its part and that the officer or other agent executing this Agreement on its behalf has the authority to execute the same and to bind it to the terms and conditions of this Agreement.
4. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York.
5. Entire Agreement. This Agreement constitutes the entire agreement of MLI and Xxxxxx with respect to the Subject Transaction and Subject Confirmation and supersedes all prior discussions, agreements, and understandings of MLI and Xxxxxx in respect thereof. Each of MLI and Xxxxxx hereby reaffirms the terms and conditions of the Master Agreement and each Transaction and Confirmation thereunder (other than the Subject Transaction and Subject Confirmation), which shall remain in full force and effect.
6. Amendment. This Agreement shall not be amended supplemented, changed, rescinded or modified, nor may any provision hereof be waived or terminated except by a written instrument signed by MLI and Xxxxxx.
7. Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original instrument and all such counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF, MLI and Xxxxxx have caused this Agreement to be executed by their duly authorized and empowered representatives as of the date first above written.
| XXXXXXX XXXXX INTERNATIONAL | ||||
| By: |
/s/ [ILLEGIBLE] | |||
| Name: | ||||
| Title: | ||||
| XXXXXX COMMUNICATIONS, INC. | ||||
| By: |
/s/ Xxxxx X. Xxxxxxx | |||
| Name: Xxxxx X. Xxxxxxx | ||||
| Title: Senior Vice President | ||||
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