EXHIBIT 10.34
EXECUTION COPY
TERMINATION AGREEMENT dated as of May 27, 1997, among
DLJ MERCHANT BANKING PARTNERS, L.P., DLJ INTERNATIONAL
PARTNERS, C.V., DLJ OFFSHORE PARTNERS, C.V., DLJ MERCHANT
BANKING FUNDING, INC., DLJ FIRST ESC L.L.C. UBS CAPITAL LLC
(each of the foregoing entities is a "Terminating
Shareholder" and collectively, the "Terminating
Shareholders"), SDW HOLDINGS CORPORATION ("Holdings"), SAPPI
LIMITED ("SL"), SAPPI DEUTSCHLAND GmbH ("Sappi") and S.D.
WARREN COMPANY ("Warren").
WHEREAS, the parties hereto have previously executed the Second Amendment
and Restatement dated as of July 6, 1995 of the Shareholders Agreement dated as
of December 20, 1994 (the "Shareholders Agreement"); and
WHEREAS, certain parties hereto (other than Sappi and Warren) have
executed the Stock Purchase Agreement dated as of November 27, 1996 (the "Stock
Purchase Agreement") pursuant to which the Terminating Shareholders agreed to
the termination of the Shareholders Agreement except for such provisions as SL
may designate that survive;
NOW THEREFORE, the undersigned parties hereby agree as follows:
1. The Shareholders Agreement is hereby terminated as of the date first
set forth above upon consummation of the Closing (as defined in the Stock
Purchase Agreement), except that the following provisions thereof shall remain
in full force and effect only as between and among Holdings, SL, Sappi and
Warren:
(a) the rights of the Sappi Group (such term and each other
capitalized term used but not otherwise defined herein term used but not
otherwise defined herein shall have the meaning ascribed to it in the
Shareholders Agreement) and the obligations of Holdings under Article 5;
(b) all rights and obligations of the parties under Section 6.4;
provided that no Extraordinary Board Approval shall be required for any
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such action;
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(c) the provisions of Article 7, except references to the
Terminating Shareholders, the DLJ Designees, the DLJ Group, and UBSCC
Designee and the UBSCC Group and the like shall be of no force and effect
and impose no obligations upon or provide any rights to the Terminating
Shareholders or impose any limitations on Holdings, SL, Sappi and Warren;
and
(d) the definitions in Section 1.1, to the extent used directly
or indirectly in the foregoing provisions which survive termination.
2. For the avoidance of doubt, it is expressly agreed that (I) any and
all transfers of Shares of Holdings by any member of the Sappi Group are free
and clear of all rights and obligations under, or liens created by, the
Shareholders Agreement and (ii) each Terminating Shareholder is hereby released
from all of its obligations, and hereby relinquishes all of its rights, under
the Shareholders Agreement, including without limitation with respect to
transfers described in clause (I).
3. Holdings, Warren and Sappi agree with SL to enter into at the request
of SL an amendment and restatement of the Shareholders Agreement embodying the
provisions of the Shareholders Agreement which survive termination hereunder.
4. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York (without regard to applicable principles
governing conflicts of laws to the extent that application of the laws of
another jurisdiction would be required thereby).
5. This Agreement may be signed in any number of counterparts, each of
which shall constitute an original but all of which when taken together shall
constitute but one contract; provided, however, that no party shall have any
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rights or obligations under this Agreement until it has been executed by all
parties specified on the signature pages. Delivery of an executed counterpart
of a signature page by facsimile transmission shall be effective as delivery of
a manually executed counterpart of this Agreement.
[Signatures on next page.]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first written above by a duly authorized officer,
general partner or managing member, as appropriate.
SAPPI LIMITED,
by
/s/ W.E. Hewitt
--------------------------------
Name: W.E. Hewitt
Title: Vice President
DLJ MERCHANT BANKING PARTNERS, L.P.,
by DLJ MERCHANT BANKING, INC.,
Managing General Partner;
by
/s/ Ivy Dodes
--------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ INTERNATIONAL PARTNERS, C.V.,
by DLJ MERCHANT BANKING, INC.,
Advisory General Partner
by
/s/ Ivy Dodes
--------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ OFFSHORE PARTNERS, C.V.,
by DLJ MERCHANT BANKING, INC.,
Advisory General Partner
by
/s/ Ivy Dodes
--------------------------------
Name: Ivy Dodes
Title: Vice President
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DLJ MERCHANT BANKING FUNDING, INC.,
by
/s/ Ivy Dodes
--------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ FIRST ESC L.L.C.,
by DLJ LBO PLANS MANAGEMENT CORPORATION,
by
/s/ Ivy Dodes
--------------------------------
Name: Ivy Dodes
Title: Vice President
UBS CAPITAL LLC,
by
/s/ Unreadable
--------------------------------
Name:
Title:
by
/s/ Marc A. Unger
--------------------------------
Name: Marc A. Unger
Title: Chief Financial Officer
SDW HOLDINGS CORPORATION,
by
/s/ W.E. Hewitt
--------------------------------
Name: W.E. Hewitt
Title: Vice President
SAPPI DEUTSCHLAND GmbH,
by
/s/ Eugene van As
--------------------------------
Name: Eugene van As
Title: Director
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S.D. WARREN COMPANY,
by
/s/ Jennifer L. Miller
--------------------------------
Name: Jennifer L. Miller
Title: Vice President and General Counsel
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