TERMINATION OF STOCK SUBSCRIPTION AGREEMENT
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THIS TERMINATION OF STOCK SUBSCRIPTION AGREEMENT ("Termination
Agreement") is entered into as of the 31st day of March, 1997 by and among
Xxxxxx Holdings, Inc., a Delaware corporation (the "Issuer"), Xxxxxx
International, Inc., a Delaware corporation ("Xxxxxx"), and the persons listed
on the signature pages hereof (the "Management Investors").
PRELIMINARY STATEMENT
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The Issuer, Xxxxxx and the Management Investors are the only remaining
parties to that certain Stock Subscription Agreement, dated as of August 1,
1989, as amended by the Amendment to Stock Subscription Agreement to Add a
Party, dated August 14, 1992, and by the Second Amendment to Stock
Subscription Agreement, dated as of March 16, 1993, and by the Third Amendment
to Stock Subscription Agreement, dated May 6, 1996, and by the Fourth
Amendment to Stock Subscription Agreement, dated as of May 31, 1996, and by
the Fifth Amendment to Stock Subscription Agreement, dated as of January 29,
1997 (as so amended, the "Stock Subscription Agreement").
The parties hereto desire to terminate the Stock Subscription Agreement.
AGREEMENT
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In consideration of the mutual covenants contained in this Termination
Amendment, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Termination. The Stock Subscription Agreement is hereby
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terminated and cancelled as of the date set forth above and all of the
respective obligations, duties, liabilities, rights and powers of the parties
thereto as contained therein are hereby terminated and extinguished.
2. Counterparts. This Termination Agreement may be executed in any
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number of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered shall be
an original, but all of which shall together constitute one and the same
instrument.
3. Governing Law. This Termination Agreement shall be construed in
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accordance with and governed by the law of the State of New York.
4. Successors, Assigns and Transferees. This Termination Agreement
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shall be binding upon the parties hereto and their respective heirs and
successors.
IN WITNESS WHEREOF, the Issuer and Xxxxxx have caused this Termination
Agreement to be executed by their duly authorized officers and each of the
Management Investors has executed this Termination Agreement as of the date
first above written.
"ISSUER"
XXXXXX HOLDINGS, INC.
/s/
Its:
"XXXXXX"
XXXXXX INTERNATIONAL, INC.
/s/
By:
Its:
"MANAGEMENT INVESTORS"
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
/s/ F. Xxxxx Xxxxx
F. Xxxxx Xxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
