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Exhibit 10.45
TERMINATION AGREEMENT
Termination Agreement, dated as of November 15, 1996, between
OMI Partnership Holdings Ltd., a corporation organized under the laws of the
province of Ontario, Canada ("OMI"), and ProSource Services Corporation (f/k/a
BKDA Corporation), a Delaware corporation ("ProSource").
WHEREAS, OMI and ProSource wish to terminate the Management
Advisory Agreement, dated as of July 1, 1992, between OMI and ProSource (the
"Management Advisory Agreement").
The parties, intending to be legally bound, hereby agree as
follows:
1. The Management Advisory Agreement is hereby
terminated.
2. In consideration for OMI's relinquishment of its
right to receive certain fees under the Management
Advisory Agreement, ProSource shall pay to OMI
$4,000,000 payable in Class B Common Stock, $0.01 par
value per share, of ProSource, Inc. valued at the
initial public offering price of the Class A Common
Stock, $0.01 par value per share, of ProSource, Inc.
3. This Termination Agreement shall be governed by and
construed in accordance with the laws of the province
of Ontario, Canada applicable to contracts under and
to be performed entirely within such province.
4. This Agreement may be executed in any number of
counterparts and by different parties hereto in
separate counterparts, each of which when so executed
and delivered shall be deemed to be an original and
all of which taken together shall constitute one and
the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of a
manually executed signature page hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this
Termination Agreement to be duly executed by their respective officers as of the
date and year first written.
OMI PARTNERSHIP HOLDINGS LTD.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
PROSOURCE SERVICES CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board
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