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, Xxxxxx Xxxxxxxx
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
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, Xxxxxx Xxxxxxxx
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
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]
(Signature Page to Letter Agreement)
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: Xxxxxx X. Xxxxxx
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)
