Exhibit 10.11
RECEIPT AND TERMINATION AGREEMENT
This Receipt and Termination Agreement (this "Agreement") is entered
into on this January 1, 2000 by and between Xxxxxxxxx X. Xxxxx, XX ("Xxxxx")
and THE XXXXXXX XXXXXX COMPANY, a Massachusetts corporation (the "Company").
W I T N E S S E T H
WHEREAS, Rowan holds an aggregate of 56,649.455 shares (the "Pledged
Shares") of the Class C Stock, par value $0.01 per share, of XXXXXX HOLDINGS,
Inc., a Massachusetts corporation;
WHEREAS, the Company made a loan to Rowan in the aggregate amount of
$1,500,000 as of November 1, 1996, and, as evidence thereof, Rowan executed and
delivered to the Company a Promissory Note dated as of even date therewith (the
"1996 Note");
WHEREAS, as a condition to the making of the loan evidenced by the 1996
Note, the Pledged Shares were pledged and delivered by Rowan to the Company,
with duly endorsed instruments of transfer, as security for such loan, pursuant
to the terms of a Stock Pledge Agreement, dated as of November 1, 1996 (the
"1996 Pledge Agreement");
WHEREAS, Rowan wishes to borrow additional funds and to refinance the
loan made pursuant to the 1996 Note;
WHEREAS, the Company has agreed to make an additional loan to Rowan in
the aggregate amount of $4,336,445, with a portion of which Rowan will repay the
loan made pursuant to the 1996 Note, together with all accrued and unpaid
interest thereon, pursuant to the terms of a Promissory Note dated as of January
1, 2000 (the "New Note"); and
WHEREAS, as a condition to the making of the loan evidenced by the New
Note, the Rowan must execute a Stock Pledge Agreement, dated as of January 1,
2000 (the "New Pledge Agreement"), pursuant to which the Pledged Shares will
remain pledged and be retained by the Company, with duly endorsed instruments of
transfer, as security for such loan;
NOW, THEREFORE, in consideration of the mutual covenants, conditions
and provisions contained herein and in the Notes and for other good and valuable
consideration, the parties hereto agree as follows:
Section 1. AGREEMENTS.
(a) Rowan hereby acknowledges receipt of $4,336,445.
(b) The Company hereby acknowledges receipt of the executed
New Note.
(c) The Company hereby acknowledges receipt of all amounts due
and owing under the 1996 Note, and the 1996 Note is hereby surrendered to Rowan
for cancellation.
(d) Each of the Company and Rowan hereby acknowledges receipt
of an executed counterpart of the New Pledge Agreement, and agree that the 1996
Pledge Agreement shall be of no further force and effect.
Section 2. APPLICABLE LAW AND JURISDICTION. The parties hereto
expressly acknowledge and agree that this Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
Section 3. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized, on the date first above written.
/s/ XXXXXXXXX X. XXXXX, XX
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Xxxxxxxxx X. Xxxxx, XX
THE XXXXXXX XXXXXX COMPANY
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Executive Vice President
and Secretary
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