EXECUTION COPY
TERMINATION OF PUT AND CALL AGREEMENT
This Termination of Put and Call Agreement (this "Termination"), dated
June 17, 1998, by and among DLJMB Funding II, Inc., DLJ Merchant Banking
Partners II, L.P., DLJ Merchant Banking Partners II-A, L.P., DLJ Diversified
Partners, L.P., DLJ Diversified Partners-A, L.P., DLJ Millennium Partners,
L.P., DLJ Millennium Partners-A, L.P., DLJ First ESC L.P., DLJ Offshore
Partners II, C.V., DLJ EAB Partners, L.P. and UK Investment Plan 1997 Partners
(collectively, the "DLJMB Parties"), Roger L. Barnett ("RLB") and AHC I
Acquisition Corp., a Delaware corporation (the "Company").
RECITALS
WHEREAS, the DLJMB Parties, RLB and the Company entered into that
certain Put and Call Agreement, dated as of December 15, 1997, that certain
First Amendment to Put and Call Agreement, dated as of February 2, 1998, and
that certain Second Amendment to Put and Call Agreement, dated as of April 1,
1998, and that certain Third Amendment to Put and Call Agreement, dated as of
April ___, 1998 (as amended, the "Agreement"); and
WHEREAS, the DLJMB Parties, RLB and the Company desire to terminate
the provisions of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, the parties hereto agree as follows:
ARTICLE 1.
TERMINATION OF AGREEMENT
For good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, and subject to, and conditioned upon, the execution of
the Put Option Agreement, dated as of the date hereof, by and among the DLJMB
Parties, RLB and the Company, the DLJMB Parties, RLB and the Company agree that
the Agreement is hereby terminated and of no further force and effect and that,
by its execution and delivery of this Termination, each of the DLJMB Parties,
RLB and the Company shall be deemed to have released its or his right and
interests in, to and under the Agreement.
ARTICLE 2.
MISCELLANEOUS
Section 2.1. Defined Terms. All capitalized terms used and not defined
herein shall have the meanings ascribed to such terms in the Agreement.
Section 2.2. Entire Agreement. This Termination represents the final
agreement and understanding of the parties to the Agreement with respect to the
transactions contemplated therein, and no representations, warranties or
covenants have been made in connection with this Termination or the Agreement,
other than those expressly set forth herein and therein. This Termination
supersedes all prior negotiations, discussions, correspondence, communications,
understandings and agreements among the parties relating to the subject matter
of this Termination and the Agreement and such agreements and all prior drafts
of this Termination and the Agreement and such other agreements are merged into
this Termination.
Section 2.3. Amendments and Waivers. This Termination may be amended,
superseded, cancelled, renewed or extended, and the terms hereof may be waived,
only by a written instrument signed by the DLJMB Parties, RLB and the Company
or, in the case of a waiver, by the party waiving compliance.
Section 2.4. Governing Law. This Termination shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to choice of laws principles.
2
This Termination may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall be considered
one and the same agreement.
AHC I ACQUISITION CORP.
By: /s/ David M. Wittels
--------------------------------
David M. Wittels
Vice President
/s/ Roger L. Barnett
--------------------------------
Roger L. Barnett
DLJMB FUNDING II, INC.
By: /s/ David M. Wittels
--------------------------------
David M. Wittels
Attorney-in-Fact
DLJ MERCHANT BANKING PARTNERS II, L.P.
By: DLJ MERCHANT BANKING II, INC.
Managing General Partner
By: /s/ David M. Wittels
--------------------------------
David M. Wittels
Attorney-in-Fact
DLJ MERCHANT BANKING PARTNERS II-A, L.P.
By: DLJ MERCHANT BANKING II, INC.
Managing General Partner
By: /s/ David M. Wittels
--------------------------------
David M. Wittels
Attorney-in-Fact
DLJ DIVERSIFIED PARTNERS, L.P.
By: DLJ DIVERSIFIED PARTNERS, INC.
By: /s/ David M. Wittels
--------------------------------
David M. Wittels
Attorney-in-Fact
DLJ DIVERSIFIED PARTNERS-A, L.P.
By: DLJ DIVERSIFIED PARTNERS, INC.
By: /s/ David M. Wittels
--------------------------------
David M. Wittels
Attorney-in-Fact
DLJ MILLENNIUM PARTNERS, L.P.
By: DLJ MERCHANT BANKING II, INC.
By: /s/ David M. Wittels
------------------------------------
David M. Wittels
Attorney-in-Fact
DLJ MILLENNIUM PARTNERS-A, L.P.
By: DLJ MERCHANT BANKING II, INC.
By: /s/ David M. Wittels
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David M. Wittels
Attorney-in-Fact
DLJ FIRST ESC L.P.
By: DLJ LBO PLANS MANAGEMENT
CORPORATION
General Partner
By: /s/ David M. Wittels
------------------------------------
David M. Wittels
Attorney-in-Fact
DLJ OFFSHORE PARTNERS II, C.V.
By: DLJ MERCHANT BANKING II, INC.
Managing General Partner
By: /s/ David M. Wittels
------------------------------------
David M. Wittels
Attorney-in-Fact
DLJ EAB PARTNERS, L.P.
By: DLJ LBO PLANS MANAGEMENT
CORPORATION
By: /s/ David M. Wittels
------------------------------------
David M. Wittels
Attorney-in-Fact
UK INVESTMENT PLAN 1997 PARTNERS
By: DONALDSON LUFKIN & JENRETTE, INC.
By: /s/ David M. Wittels
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David M. Wittels
Attorney-in-Fact