10.5
TERMINATION AGREEMENT
TERMINATION AGREEMENT, dated as of March 30, 1999 (this "Termination
Agreement"), between XXXX Industries, Inc., a Delaware corporation ("XXXX"), and
PiRod Holdings, Inc., a Delaware Corporation ("PIROD").
WHEREAS, XXXX and PIROD have entered into an Agreement and Plan of
Merger dated as of December 22, 1998 (the "Merger Agreement");
WHEREAS, the boards of directors of XXXX and PIROD have determined that
the transactions contemplated by the Merger Agreement cannot reasonably be
expected to be effected on the terms set forth in the Merger Agreement and that
it is in the best interests of XXXX and PIROD, respectively, to terminate the
Merger Agreement.
WHEREAS, the Merger Agreement provides it may be terminated by the
mutual written consent of the boards of directors of XXXX and PIROD; and
WHEREAS, upon such termination of the Merger Agreement, the XXXX
Stockholders Agreement, the Trust Voting Agreement and the PiRod Shareholders
Voting Agreement (as such terms are defined in the Merger Agreement) shall
automatically terminate in accordance with their respective terms.
Now, therefore, in accordance with Section 8.1.1. of the Merger
Agreement, XXXX and PIROD, and the boards of directors of XXXX and PIROD, by the
signatures hereto of their duly authorized officers and designees, hereby
mutually consent and agree to the termination of the Merger Agreement in
accordance with its terms as of the date first above written.
In WITNESS WHEREOF, the undersigned have duly executed this Termination
Agreement as of the date first above written.
XXXX INDUSTRIES, INC.
By /s/ Xxxxx X. Xxxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxxx, its President,
and as designee of its Board of
Directors
PIROD HOLDINGS, INC.
By /s/ Xxxx Xxxxxx
-------------------------------------
Xxxx Xxxxxx, its Prsident,
and as designee of its Board of
Directors
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