Exhibit 7
AGREEMENT
AGREEMENT, dated as of April 22, 1999, among Xxxx Xxxxxxx
Holding AG ("Xxxxxxx"), EBS Holding AG ("EBS"), PSW Holding AG ("PSW"), EBSPSW
Holding AG ("EBSPSW") and The Xxxxxx Corporation ("Xxxxxx").
W I T N E S S E T H:
WHEREAS, Xxxxxxx and Xxxxxx have entered into an Agreement Regarding
Security Holder's Rights, Obligations and Options dated July 20, 1992 (the
"Options Agreement"); and
WHEREAS, Xxxxxxx desires to transfer to EBS and PSW, and simultaneously
therewith EBS and PSW desire to transfer to EBSPSW, 9,000 shares of Series C
8 1/2% Convertible Preference Stock of Xxxxxx ("Series C Stock"), 6,000 shares
of Series D 8 1/2% Convertible Preference Stock of Xxxxxx ("Series D Stock") and
30,750 shares of Common Stock of Xxxxxx ("Common Stock" and, together with the
Series C and the Series D Stock, the "Stock"); and
WHEREAS, in connection with the transfer of the Stock, Xxxxxxx desires
to assign its rights and obligations under the Options Agreement to EBSPSW; and
WHEREAS, Xxxxxx is willing to consent to the foregoing.
NOW THEREFORE, the parties hereto hereby agree as follows.
1. Xxxxxxx hereby assigns and transfers unto EBSPSW its entire right,
title and interest in, to, under and by virtue of the Options Agreement.
2. EBSPSW hereby accepts such assignment and, anything in Section 7(d)
of the Options Agreement to the contrary notwithstanding, assumes and agrees to
perform and discharge all obligations of Xxxxxxx under and by virtue of the
Options Agreement, to the same extent as if EBSPSW were a party to such
agreement as originally executed.
3. Xxxxxx hereby consents to the foregoing assignment and releases
Xxxxxxx from any further obligations under or by virtue of the Options
Agreement.
Page 14 of 20 Pages
4. Xxxxxx further consents to the transfer of the Stock from Xxxxxxx to
EBS and PSW and from EBS and PSW to EBSPSW, notwithstanding the requirements of
the Options Agreement that the Series C Stock be exchanged for Series E 8 1/2%
Convertible Preference Stock of Xxxxxx before any transfer thereof, and agrees
that EBSPSW may continue to hold the Series C Stock in that form without
exchanging it for Series E Stock. Any further transfer of the Series C Stock
shall be subject to the requirements of the Options Agreement.
5. Xxxxxxx, EBS, PSW and EBSPSW hereby agree that they will not
exercise any right of first refusal that they may have under Paragraph 4 of the
Options Agreement to purchase any shares of Common Stock that may be issued in
connection with any redemption of Series B ESOP Convertible Preference Stock of
Xxxxxx.
6. This Agreement shall be governed by and interpreted in accordance
with the internal laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXX XXXXXXX HOLDING AG
By: /s/ Xxxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Chairman
By: /s/ Xxxxx Xxxxxxx
----------------------------
Name: Xxxxx Xxxxxxx
Title: Vice Chairman
EBS HOLDING AG
By: /s/ Xxxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxxx Xxxxxxx
Title: President
Page 15 of 20 Pages
PSW HOLDING AG
By: /s/ Xxxxx Xxxxxxx
----------------------------
Name: Xxxxx Xxxxxxx
Title: President
EBSPSW HOLDING AG
By: /s/ Xxxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Chairman
By: /s/ Xxxxx Xxxxxxx
----------------------------
Name: Xxxxx Xxxxxxx
Title: Vice Chairman
THE XXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President and
Chief Financial Officer
Page 16 of 20 Pages