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EXHIBIT 99.(c)(13)
TERMINATION AGREEMENT
This Termination Agreement (this "Termination Agreement") is made and
entered into as of this 27th day of August, 1998, to be effective as of the
Effective Date (as hereinafter defined), by and among Xxxx Electronics Corp., a
Delaware corporation ("Holdings"), Xxxx Electronics Group, Inc., a Delaware
corporation (the "Company"), and Xxxxx, Muse & Co. Partners, L.P., a Texas
limited partnership ("HMCo").
RECITALS:
WHEREAS, Holdings, the Company and HMCo entered into that certain
Amended and Restated Monitoring and Oversight Agreement dated as of March 6,
1996 (the "Oversight Agreement");
WHEREAS, the Oversight Agreement was supplemented by that certain
indemnification letter agreement, dated March 6, 1996, by and among Holdings,
the Company and HMCo (together with the Oversight Agreement, the "Agreement");
WHEREAS, Holdings is party to an Agreement and Plan of Merger (the
"Merger Agreement"), dated the date hereof, with Framatome Connectors
International S.A., a corporation organized under the laws of the Republic of
France ("FCI"), and Bravo Acquisition Co., a Delaware corporation; and
WHEREAS, in connection with the consummation of the transactions
contemplated under the Merger Agreement, Holdings, the Company and HMCo desire
to terminate the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Holdings, the Company and HMCo do
hereby agree as follows:
1. Termination of Agreement.
The Agreement shall terminate effective immediately upon the
consummation of the Offer (as defined in the Merger Agreement) (the "Effective
Date"), and thereafter shall be of no further force and effect; provided,
however, that the
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provisions of Section 5 of the Agreement shall survive indefinitely. Except as
otherwise set forth herein, each of the parties hereto releases and forever
discharges the other parties hereto from all obligations and liabilities arising
under any and all of the terms and conditions of the Agreement and any document
executed in connection therewith. Notwithstanding the foregoing, Holdings and
the Company shall continue to be obligated for the payment of any amounts which
have accrued to HMCo on or prior to the Effective Date under the Agreement and
remain unpaid as of the Effective Date.
2. Acknowledgements and Agreements.
Notwithstanding anything to the contrary contained in this Termination
Agreement, HMCo hereby acknowledges and agrees that (i) the consummation of the
transactions contemplated by the Merger Agreement, including without limitation
the Offer, shall not be deemed an Add-on Transaction for purposes of the
Agreement and, accordingly, HMCo is not entitled to an Add-on Transaction Fee in
connection therewith and (ii) the Agreement shall be terminated for all purposes
as of the Effective Date without regard to the Termination Option set forth in
Section 2 of the Agreement and, accordingly, HMCo hereby waives any amounts
payable to HMCo for the remainder of the Primary Term except for the amounts set
forth in Section 1 of this Termination Agreement.
3. Miscellaneous.
a. This Termination Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.
b. The headings contained in this Termination Agreement
are for reference purposes only and will not affect in any way the meaning or
interpretation of this Termination Agreement.
c. If any provision of this Termination Agreement is held
to be invalid or unenforceable to any extent in any context, it shall
nevertheless be enforced to the maximum extent permitted by law and the parties'
fundamental intentions in that and other contexts, and the remainder of this
Termination Agreement shall not be affected thereby.
d. This Termination Agreement may be executed in one or
more counterparts, each of which will be deemed an original and all of which
together will constitute one instrument.
e. Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Agreement.
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IN WITNESS WHEREOF, Holdings, the Company and HMCo have executed this
Termination Agreement as of the date first written above.
XXXX ELECTRONICS CORP.
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
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Title: Senior Vice President and Chief
Financial Officer
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XXXX ELECTRONICS GROUP, INC.
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
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Title: Senior Vice President and Chief
Financial Officer
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XXXXX, MUSE & CO. PARTNERS, L.P.
By: HM Partners Inc., its General Partner
By: /s/ XXXXXXXX X. XXXXXX
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Name: Xxxxxxxx X. Xxxxxx
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Title: Managing Director and
Principal and Executive Vice
President
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