Exhibit 99.4
EXECUTION VERSION
TERMINATION AGREEMENT
(Amended and Restated Agreement Relating to Stock)
THIS TERMINATION AGREEMENT (this “Agreement”), dated as of February 14, 2012, is made by and among each of Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as trustees of the trusts listed onSchedule A-1 attached hereto; CIBC Trust Company (Bahamas) Limited, not individually, but solely in its capacity as trustee of the trusts listed onSchedule A-2 attached hereto; Marshall E. Eisenberg, not individually, but solely in his capacity as trustee of the trusts listed onSchedule A-3 attached hereto; John A. Miller, not individually, but solely in his capacity as trustee of the trusts listed onSchedule A-4 attached hereto; John Kevin Poorman, not individually, but solely in his capacity as trustee of the trusts listed onSchedule A-5 attached hereto; Horton Trust Company, LLC, not individually, but solely in its capacity as trustee of the trusts listed onSchedule A-6 attached hereto; Gigi Pritzker Pucker and Edward W. Rabin, not individually, but solely in their capacity as trustees of the trusts listed onSchedule A-7 attached hereto and each of the parties listed onSchedule B attached hereto andSchedule C attached hereto. All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement Relating to Stock (as defined below).
R E C I T A L S
WHEREAS, the undersigned are parties to the Amended and Restated Agreement Relating to Stock, dated as of October 26, 2009, by and among the Stockholders (the “Agreement Relating to Stock”); and
WHEREAS, the undersigned desire to terminate the Agreement Relating to Stock.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Termination. Effective upon the full execution and delivery of this Agreement, the Agreement Relating to Stock shall be terminated. Notwithstanding the foregoing,Sections 4 through19 of the Agreement Relating to Stock shall survive the termination thereof.
2.Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.
3.Counterparts; Effectiveness. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of signature page of this Agreement by
facsimile or other electronic image scan shall be effective delivery of a manually executed counterpart of this Agreement.
4.Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and each of their respective permitted successors and assigns.
5.No Trustee Liability. When this Agreement is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Agreement shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, whether express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof, and any recourse against a trustee shall be solely against the assets of the pertinent trust.
[Signature Pages Follow]
2
IN WITNESS WHEREOF, the parties hereto have duly executed this Termination Agreement effective as of the date first above written.
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| TRUSTS: |
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| The Trusts identified onSchedule A-1, attached hereto |
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| By: | | /s/ Thomas J. Pritzker |
| | Thomas J. Pritkzer, not individually, but solely as co-trustee of each of those separate and distinct trusts listed onSchedule A-1 |
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| By: | | /s/ Marshall E. Eisenberg |
| | Marshall E. Eisenberg, not individually, but solely as co-trustee of each of those separate and distinct trusts listed onSchedule A-1 |
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| By: | | /s/ Karl J. Breyer |
| | Karl J. Breyer, not individually, but solely as co-trustee of each of those separate and distinct trusts listed onSchedule A-1 |
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
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| The Trusts identified onSchedule A-2, attached hereto |
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| By: | | CIBC Trust Company (Bahamas) Limited, solely as trustee of each of those separate and distinct trusts listed onSchedule A-2 |
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| | /s/ Michelle M. Gibson |
| | Authorized Signatory |
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| | /s/ Carlis E. Chisholm |
| | Authorized Signatory |
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
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| The Trusts identified onSchedule A-3, attached hereto |
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| By: | | /s/ Marshall E. Eisenberg |
| | Marshall E. Eisenberg, not individually, but solely as trustee of each of those separate and distinct trusts listed onSchedule A-3 |
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
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| The Trusts identified onSchedule A-4, attached hereto |
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| By: | | /s/ John A. Miller |
| | John A. Miller, not individually, but solely as trustee of each of those separate and distinct trusts listed onSchedule A-4 |
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
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| The Trusts identified onSchedule A-5, attached hereto |
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| By: | | /s/ John Kevin Poorman |
| | John Kevin Poorman, not individually, but solely as trustee of each of those separate and distinct trusts listed onSchedule A-5 |
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
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| The Trusts identified onSchedule A-6, attached hereto |
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| By: | | Horton Trust Company, LLC, solely as trustee of each of those separate and distinct trusts listed onSchedule A-6 |
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| | /s/ John Kevin Poorman |
| | Authorized Signatory, President |
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
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| The Trusts identified onSchedule A-7, attached hereto |
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| By: | | /s/ Gigi Pritzker Pucker |
| | Gigi Pritzker Pucker, not individually, but solely as co-trustee of each of those separate and distinct trusts listed onSchedule A-7 |
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| By: | | /s/ Edward W. Rabin |
| | Edward W. Rabin, not individually, but solely as co-trustee of each of those separate and distinct trusts listed onSchedule A-7 |
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
ADULT BENEFICIARIES:
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| /s/ Thomas J. Pritzker |
| Thomas J. Pritzker, individually |
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| /s/ Penny Pritzker |
| Penny Pritzker, individually |
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| /s/ Gigi Pritzker Pucker |
| Gigi Pritzker Pucker, individually |
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| /s/ Jason Pritzker |
| Jason Pritzker, individually |
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| /s/ Benjamin Pritzker |
| Benjamin Pritzker, individually |
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| /s/ David Pritzker |
| David Pritzker, individually |
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| /s/ Donald Pritzker Traubert |
| Donald Pritzker Traubert, individually |
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| /s/ Abigail Pritzker Pucker |
| Abigail Pritzker Pucker, individually |
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| /s/ Rose Pritzker Traubert |
| Rose Pritzker Traubert, individually |
[SIGNATURE PAGE TO TERMINATION AGREEMENT
OF AMENDED AND RESTATED AGREEMENT RELATING TO STOCK]
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| LIMITED LIABILITY COMPANIES: |
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| T11M2 HHC, L.L.C. |
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| By: | | /s/ Ronald D. Wray |
| | Ronald D. Wray |
| | Vice President, Treasurer and Secretary |
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| By: | | /s/ Ronald D. Wray |
| | Ronald D. Wray |
| | Vice President, Treasurer and Secretary |
| | |
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| By: | | /s/ Ronald D. Wray |
| | Ronald D. Wray |
| | Vice President, Treasurer and Secretary |
| | |
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| By: | | /s/ Ronald D. Wray |
| | Ronald D. Wray |
| | Vice President, Treasurer and Secretary |
SCHEDULE A-1
A.N.P. Trust #12
A.N.P. Trust #13A—Tom
A.N.P. Trust #14
A.N.P. Trust #18-Thomas
A.N.P. Trust #7A—Tom
A.N.P. Trust #8
Don G.C. Trust #1
F.L.P. Trust #11
LaSalle G.C. Trust #2
R.A. G.C. Trust #1
Tom Trust
LaSalle Trust No. 13
LaSalle Trust No. 42
LaSalle Trust No. 44
AMITY TRUST-OREGON # 33
APPLEGATE TRUST-OREGON # 34
ATHENA TRUST-OREGON # 35
AUMSVILLE TRUST-OREGON # 36
BELLEVIEW TRUST-OREGON # 37
BLY TRUST-OREGON # 38
CANYONVILLE TRUST-OREGON # 39
CHARLESTON TRUST-OREGON # 40
CRESCENT TRUST-OREGON #153
SUMMIT TRUST-OREGON #154
MILLER TRUST-OREGON #155
DAVIS TRUST-OREGON #156
ASTORIA TRUST-OREGON #185
PRINEVILLE TRUST-OREGON #186
ROSEBURG TRUST-OREGON #187
LAKEVIEW TRUST-OREGON #188
VALE TRUST-OREGON #189
HEPPNER TRUST-OREGON #190
MORO TRUST-OREGON #191
TILLAMOOK TRUST-OREGON #192
NEWMAN TRUST-WASHINGTON # 57
ROCK TRUST-WASHINGTON # 58
ROOSEVELT TRUST-WASHINGTON # 59
SHANNON TRUST-WASHINGTON # 60
STEVENS TRUST-WASHINGTON # 61
SPECTACLE TRUST-WASHINGTON # 62
GALISPELL TRUST-WASHINGTON # 63
WEST TRUST-WASHINGTON # 64
OZETTE TRUST-WASHINGTON #137
SKOKOMICH TRUST-WASHINGTON #138
CHEROKEE TRUST-WASHINGTON #139
SPOKANE TRUST-WASHINGTON #140
LUMMI TRUST-WASHINGTON #141
SHOALWATER TRUST-WASHINGTON #142
HOH TRUST-WASHINGTON #143
QUILLAYUTE TRUST-WASHINGTON #144
NOOKSACK TRUST-WASHINGTON #145
SUIATTLE TRUST-WASHINGTON #146
WHITE TRUST-WASHINGTON #147
ICICLE TRUST-WASHINGTON #148
KLICKITAT TRUST-WASHINGTON #149
WILLAPA TRUST-WASHINGTON #150
SNOW TRUST-WASHINGTON #151
DICKEY TRUST-WASHINGTON #152
Amarillo Residuary Trust #1
ECI QSST Trust #4
ECI QSST Trust #5
ECI QSST Trust #6
P.P.C. TRUST #2- TOM
A.N.P. Trust #31
A.N.P. Trust #34—Penny
A.N.P. Trust #36—Penny
A.N.P. Trust #37
A.N.P. Trust #40—Penny
A.N.P. Trust #42—Penny
Don G.C. Trust #8
LaSalle G.C. Trust #9
LaSalle Trust No. 47
LaSalle Trust No. 51
Penny Trust
F. L. P. Trust #19
LaSalle Trust #47
LaSalle Trust #51
Penny Trust
CLATSOP TRUST-OREGON #145
COOS TRUST-OREGON #146
JOSEPHINE TRUST-OREGON #147
LANE TRUST-OREGON #148
MALHEUR TRUST-OREGON #149
SHERMAN TRUST-OREGON #150
UNION TRUST-OREGON #151
WASCO TRUST-OREGON #152
IDANHA TRUST-OREGON #193
IDAVILLE TRUST-OREGON #194
IMBLER TRUST-OREGON #195
INDEPENDENCE TRUST-OREGON #196
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INTERLACHEN TRUST-OREGON #197
IONE TRUST-OREGON #198
IRRIGON TRUST-OREGON #199
IRVING TRUST-OREGON #200
SIMCOE TRUST-WASHINGTON # 17
CLIFTY TRUST-WASHINGTON # 18
CASHMERE TRUST-WASHINGTON # 19
CLARK TRUST-WASHINGTON # 20
BONANZA TRUST-WASHINGTON # 21
GOODE TRUST-WASHINGTON # 22
LOGAN TRUST-WASHINGTON # 23
JACK TRUST-WASHINGTON # 24
MARYSVILLE TRUST-WASHINGTON #161
LYNWOOD TRUST-WASHINGTON #162
EDMONDS TRUST-WASHINGTON #163
WINE TRUST-WASHINGTON #164
SEATTLE TRUST-WASHINGTON #165
BURIEN TRUST-WASHINGTON #166
TOWNSEND TRUST-WASHINGTON #167
FLAGLER TRUST-WASHINGTON #168
Amarillo Residuary Trust #8
P.P.C. TRUST #6- PENNY
P.P.C. TRUST #7- PENNY
R.A. G.C. Trust #8
A.N.P. Trust #11
A.N.P. Trust #13C—Gigi
A.N.P. Trust #17
A.N.P. Trust #5-Jean
A.N.P. Trust #6
A.N.P. Trust #7C—Gigi
F.L.P. Trust #14
Gigi Trust
LaSalle G.C. Trust #5
LaSalle Trust No. 49
LaSalle Trust No. 54
LaSalle Trust No. 58
R.A. G.C. Trust #4
ALBANY TRUST-OREGON # 73
ALTAMONT TRUST-OREGON # 74
BEND TRUST-OREGON # 75
GRESHAM TRUST-OREGON # 76
HILLSBORO TRUST-OREGON # 77
KEIZER TRUST-OREGON # 78
MILWAUKIE TRUST-OREGON # 79
PENDLETON TRUST-OREGON # 80
ADAMS TRUST-OREGON #169
3
ADRIAN TRUST-OREGON #170
ALVADORE TRUST-OREGON #171
AZALEA TRUST-OREGON #172
BALLSTON TRUST-OREGON #173
BARLOW TRUST-OREGON #174
BEAVER TRUST-OREGON #175
BECK TRUST-OREGON #176
OLYMPIC TRUST-WASHINGTON # 33
BREMERTON TRUST-WASHINGTON # 34
VANCOUVER TRUST-WASHINGTON # 35
DARRINGTON TRUST-WASHINGTON # 36
KEECHELUS TRUST-WASHINGTON # 37
FEDERATION TRUST-WASHINGTON # 38
HANFORD TRUST-WASHINGTON # 39
PAULS TRUST-WASHINGTON # 40
QUIET TRUST-WASHINGTON # 81
LEMEI TRUST-WASHINGTON # 82
SODA TRUST-WASHINGTON # 83
BOISTFORD TRUST-WASHINGTON # 84
SNAG TRUST-WASHINGTON # 85
WINDY TRUST-WASHINGTON # 86
MICA TRUST-WASHINGTON # 87
GYPSY TRUST-WASHINGTON # 88
Amarillo Residuary Trust #4
P.P.C. TRUST #2- GIGI
P.P.C. TRUST #6- GIGI
Don G.C. Trust #4
4
SCHEDULE A-2
Settlement T-551-1FD
1740 Trust #27FD
Settlement T-2113AFD
T-551-10FD2
1740 #34FD2
1740 #37FD
Settlement T-551-4FD
Settlement 1740 Trust #30FD
Settlement T-2113D-FDM
Settlement T-2113D-FDJ
Settlement T-2113D-FDA
Settlement 1740 Trust #27
Settlement 1740 Trust #30
Settlement 1740 Trust #34
1740 Trust #40-AJ
1740 Trust #40-AB
1740 Trust #40-AD
1740 Trust #40-FDA
1740 Trust #40-FDM
1740 Trust #40-FDJ
1740 Trust #40-37D
1740 Trust #40-37R
Trust 2043-AJ
Trust 2043-AB
Trust 2043-AD
Trust 2043-FDA
Trust 2043-FDM
Trust 2043-FDJ
Settlement T-551-1
Settlement T-551-4
Settlement T-551-10
SCHEDULE A-3
P.G. Tom Trust M
A.N.P. Trust #8M8
A.N.P. Trust #12M5
SCHEDULE A-4
LaSalle Trust #13M3
Belleview Trust (OR 37) M2
Bly Trust (OR 38) M2
Canyonville Trust (OR 39) M2
Vale Trust (OR 189) M2
Heppner Trust (OR 190) M2
Moro Trust (OR 191) M1
Tillamook Trust (OR 192) M1
Newman Trust (WA 57) M1
Rock Trust (WA 58) M1
Roosevelt Trust (WA 59) M1
Shannon Trust (WA 60) M1
Stevens Trust (WA 61) M1
Spectacle Trust (WA 62) M1
Galispell Trust (WA 63) M1
West Trust (WA 64) M1
Lummi Trust (WA 141) M3
Shoalwater Trust (WA 142) M3
Hoh Trust (WA 143) M1
Quillayute Trust (WA 144) M3
Klickitat Trust (WA 149) M2
Willapa Trust (WA 150) M3
Snow Trust (WA 151) M2
ECI QSST Trust #4M3
Don G.C. Trust #1M4
R.A. G.C. Trust #1M3
LaSalle G.C. Trust #2M1
A.N.P. Trust #18-Thomas M6
LaSalle Trust #42M4
ECI QSST Trust #5M2
LaSalle Trust #44M3
ECI QSST Trust #6M2
SCHEDULE A-5
LaSalle Trust #47M1
LaSalle Trust #51M1
SCHEDULE A-6
Penny Trust M2
A.N.P. Trust #31M6
A.N.P. Trust #37M6
A.N.P. Trust #34-Penny M6
A.N.P. Trust #36-Penny M6
A.N.P. Trust #40-Penny M6
A.N.P. Trust #42-Penny M5
Don G.C. Trust #8M2
LaSalle G.C. Trust #9M1
R.A. G.C. Trust #8M3
Rose Pritzker Traubert GST Trust
Donald Pritzker Traubert GST Trust
SCHEDULE A-7
P.G. Gigi Trust M3
A.N.P. Trust #6M6
A.N.P. Trust #11M8
A.N.P. Trust #17M8
LaSalle Trust No. 49M1
LaSalle Trust No. 54M1
LaSalle Trust No. 58M1
Don G.C. Trust #4M4
R.A. G.C. Trust #4M4
LaSalle G.C. Trust #5M1
A.N.P. Trust #5-Gigi M5
SCHEDULE B
Adult Beneficiaries
Thomas J. Pritzker
Penny Pritzker
Gigi Pritzker Pucker
Jason Pritzker
Benjamin Pritkzer
David Pritzker
Donald Pritzker Traubert
Abigail Pritzker Pucker
Rose Pritzker Traubert
SCHEDULE C
T11M2 HHC, L.L.C.
G14M2 HHC, L.L.C.
GHHC, LLC
THHC, LLC
