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Exhibit 10.4
1998 STOCKHOLDERS' AGREEMENT
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The undersigned, SH Investment Limited, a Cayman Islands corporation
("Transferee"), does hereby enter into that certain 1998 Stockholders' Agreement
dated as of October 29, 1998 (the "Stockholders' Agreement", a copy of which is
attached hereto as Exhibit "A"; capitalized terms used and not defined herein
shall have the meanings ascribed to such terms in the Stockholders' Agreement),
by and among Xxxxxxx Holdings, Inc., a Delaware corporation ("Holdings"),
Xxxxxxx Company, a Delaware corporation (the "Company"), State Street Bank and
Trust Company, solely as trustee of the Xxxxxxx Company Employee Stock Ownership
Trust (the "Trust") and the certain additional investors listed on Exhibit A to
the Stockholders' Agreement (such additional investors, collectively, the
"Investcorp Stockholders"), as of this 29th day of October, 1998.
WHEREAS, Holdings, the Company, MergerCo, the Trust and the Investcorp
Stockholders did enter into the Stockholders' Agreement, pursuant to which those
stockholders party to the Stockholders' Agreement were granted certain rights
pertaining to their holdings of Holdings capital stock (the "Holdings Stock");
WHEREAS, each of the holders of Holdings Stock listed on Exhibit "B" hereto
(collectively, the "Transferors") desires to transfer all of its shares of
Holdings Stock (the "Transfer Shares") to the Transferee pursuant to transfer
agreements of even date herewith; and
WHEREAS, the Stockholders' Agreement provides that the transfers by the
Transferors contemplated hereby are permitted pursuant to the terms thereof,
subject to Transferee's executing this Agreement and subjecting itself and the
Transfer Shares to the terms and conditions of the Stockholders' Agreement;
NOW, THEREFORE, in consideration of the premises set forth herein, and the
mutual premises, representations, warranties, agreements and covenants set forth
in the Stockholders' Agreement, Transferee does hereby enter into the
Stockholders' Agreement as an "Investcorp Stockholder" as defined therein, and
does subject itself to all of the rights and obligations provided as to
Investcorp Stockholders in the Stockholders' Agreement, all as of this 29th day
of October, 1998.
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IN WITNESS WHEREOF, the undersigned has hereunto set its hand on behalf of
Transferee as of this 29th day of October, 1998.
SH INVESTMENT LIMITED, a
Cayman Island corporation
By: /s/ Sydney X. Xxxxxxx
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The Director Limited
Director
