1
EXHIBIT 4-C
TERMINATION AGREEMENT
TERMINATION AGREEMENT, dated as of July 6, 1999 (the "Termination
Agreement") among Hercules Incorporated ("Hercules"), Hercules Trust V (the
"Trust") and Banc of America Securities LLC (formerly known as, Nationsbanc
▇▇▇▇▇▇▇▇▇▇ Securities LLC) ("BancAmerica").
WHEREAS, the parties hereto have previously entered into a Remarketing
Agreement (the "Remarketing Agreement") dated as of November 12, 1998 relating
to the remarketing (the "Remarketing") of the Preferred Securities and
Subordinated Notes (as such terms are defined in the Remarketing Agreement);
WHEREAS, the parties hereto have determined to eliminate the requirement
for the Remarketing;
WHEREAS, the holders of the Preferred Securities and the Subordinated Notes
have consented to the elimination of such requirement; and
WHEREAS, the parties hereto accordingly wish to terminate and cancel the
Remarketing Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Termination of the Remarketing Agreement. Upon execution of the
Termination Agreement by the parties hereto and the consent of the holders of
the Preferred Securities and Subordinated Notes, the Remarketing Agreement shall
be terminated, shall have no further force and effect and each of the parties
thereto shall be released from all of their obligations under the Remarketing
Agreement, including without limitation, the payment of the Remarketing Fee.
2. Payment of Expenses. The parties hereto agree that all fees and expenses
(including reasonable fees of counsel of BancAmerica) incurred in connection
with this Termination Agreement shall be paid by Hercules.
3. Governing Law. This Termination Agreement shall be governed by and
construed in accordance with the laws of the State of New York without reference
to the choice of law rules thereof.
4. Waivers and Amendments. This Termination Agreement shall not be waived,
or amended or otherwise modified except in writing, duly executed by all of
2
the parties hereto and with the consent of all the holders of the Preferred
Securities and Subordinated Notes.
5. Counterparts. This Termination Agreement may be executed in
counterparts, each of which shall be regarded as an original, and all of which
shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties hereto has caused this Termination
Agreement to be executed in its name and on behalf by one of its duly authorized
officers as of the date first above written.
HERCULES INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
HERCULES TRUST V
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Administrative Trustee
BANC OF AMERICA SECURITIES LLC,
as Remarketing Agent
By: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------
Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title:
Consented to as of the dated first
above written
NMS SERVICES, INC.
By: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------------
Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title:
2
