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EXHIBIT (2)
TERMINATION AGREEMENT
TERMINATION AGREEMENT, dated as of January 13, 1995 (the "Termination
Agreement"), by and among GRR, Inc., a Delaware corporation ("Parent"), GRR
Acquisition Corp., a New York corporation and a wholly-owned subsidiary of
Parent ("Purchaser"), and Ground Round Restaurants, Inc., a New York
corporation (the "Company").
1. As used herein, the term "Merger Agreement" shall mean the Agreement
and Plan of merger dated as of August 23, 1994, as amended by the First
Amendment to Agreement and Plan of Merger dated as of November 16, 1994, by and
among the parties hereto. Capitalized terms used in this Termination Agreement
and not defined shall have the respective meanings given to them in the Merger
Agreement. Parent and Purchaser are sometimes collectively referred to herein
as the "Buyer".
2. Pursuant to Section 6.1(a) of the Merger Agreement, the proposed
Merger is hereby abandoned and, as of the date of this Termination Agreement,
the Merger Agreement is terminated, EXCEPT that the provisions in the second
sentence of Section 4.2 and all of Section 6.12 of the Merger Agreement shall
continue in full force and effect.
3. Each of the Buyer and the Company, on behalf of itself and all of its
officers, directors, employees, agents, shareholders, corporate affiliates and
successors in interest (collectively, "Related Parties"), hereby releases,
remises and forever discharges the other and its Related Parties from any and
all obligations, claims, debts, liabilities, actions and causes of action of
any name or nature, at law or in equity (collectively, "Claims"), now or at any
time heretofore existing, or hereafter arising or accruing, to the extent any
such Claim arises under, out of or in connection with the Merger Agreement and
the transactions contemplated thereby, PROVIDED, HOWEVER, that nothing
contained in this Termination Agreement shall limit the rights and remedies of
the Company under Section 4.2 and 6.12 of the Merger Agreement or under this
Termination Agreement. Without limiting the generality of the immediately
preceding sentence, the parties hereto acknowledge that the Company is not
responsible for any expense incurred by Parent or Purchaser in connection with
the Merger Agreement and the transactions contemplated thereby, and that
neither the Parent nor the Purchaser is responsible for any expense incurred by
the Company in connection with the Merger Agreement and the transactions
contemplated thereby.
4. For purposes of the Letter Agreement, Citicorp Venture Capital, Ltd.'s
affiliates shall be limited to 399 Ventures, Inc., Parent, Purchaser and any
subsidiary of any of those entities. The Letter Agreement, as modified hereby,
shall continue in full force and effect, and nothing contained in this
Termination Agreement shall limit the rights and remedies of the Company under
the Letter Agreement.
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5. As promptly as practicable after the execution and delivery of this
Termination Agreement, the parties shall issue a joint press release in the
form of EXHIBIT A hereto to announce the termination of the Merger Agreement
and file with the Commission a joint amendment to the Rule 13e-3 Transaction
Statement on Schedule 13E-3 regarding the proposed Merger. Each of the parties
hereto agrees that no public statement or filing with any Governmental Entity
shall contradict or be inconsistent with, in any material respect, the
statements set forth on EXHIBIT A.
6. Each of the parties hereto represents to the others that the
abandonment of the proposed Merger and the termination of the Merger Agreement,
as described in Section 2 of this Termination Agreement, have been duly
approved by its board of directors, no other corporate proceeding on its part
is necessary to authorize the execution and delivery of this Termination
Agreement, and this Termination Agreement has been duly executed and delivered
by, and constitutes a legal, valid and binding obligation of, such party,
enforceable against such party in accordance with its terms.
7. This Termination Agreement will be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
principles of conflict of laws thereof.
8. This Termination Agreement may be executed in any number of
counterparts, each of which will be deemed to be an original but all of which
together will constitute but one agreement, and shall become effective when one
or more counterparts have been signed by each party and delivered to the other
parties, it being understood that all parties need not sign the same
counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this Termination
Agreement to be executed in counterparts by their duly authorized officers all
as of the day and year first written above.
GRR, INC.
By /s/ Joseph Silvestri
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Joseph Silvestri
Vice President
GRR ACQUISITION CORP.
By /s/ Joseph Silvestri
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Joseph Silvestri
Vice President
GROUND ROUND RESTAURANTS, INC.
By /s/ Michael P. O'Donnell
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Michael P. O'Donnell
Chairman, President and
Chief Executive Office
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