EXECUTION COPY
STOCK OPTION AND VOTING AGREEMENT dated March 9, 1997, among the
several stockholders of GREENWICH AIR SERVICES, INC., a Delaware corporation
(the "Company"), that are parties hereto (each, a "Stockholder" and,
collectively, the "Stockholders"), and GENERAL ELECTRIC COMPANY, a New York
corporation ("Parent").
WHEREAS, Parent and GB Merger Corp., a Delaware corporation and a
wholly owned subsidiary of Parent ("Merger Sub"), propose to enter into an
Agreement and Plan of Merger dated the date hereof (as amended from time to
time, the "Merger Agreement"; capitalized terms being used herein as defined
therein unless otherwise defined herein), with the Company, which provides,
among other things, that the Company will merge with and into Merger Sub (the
"Merger");
WHEREAS, as of the date hereof, each Stockholder is the record and
beneficial owner of the number of shares of Class A Common Stock, par value $.01
per share, of the Company (the "Class A Common Stock"), and Class B Common
Stock, par value $.01 per share, of the Company (the "Class B Common Stock," and
together with the Class A Common Stock, the "Company Common Stock") set forth on
the signature page hereof beneath such Stockholder's name (with respect to each
Stockholder, such Stockholder's "Existing Shares" and, together with any shares
of Company Common Stock acquired after the date hereof, whether upon the
exercise of warrants, options, conversion of convertible securities or
otherwise, such Stockholder's "Shares"); and
WHEREAS, as a condition to the willingness of Parent to enter into
the Merger Agreement, Parent has requested that the Stockholders agree, and in
order to induce Parent to enter into the Merger Agreement, the Stockholders have
agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:
ARTICLE I
VOTING AGREEMENT
SECTION 1.01. Voting Agreement. Each Stockholder, severally and not
jointly, hereby agrees that, from and after the date hereof and until this
Agreement shall have been terminated in accordance with Article VII hereof, at
any meeting of the stockholders of the Company, however called, and in any
action by consent of the stockholders of the Company, such Stockholder will vote
(or cause to be voted) such Stockholder's Shares: (a) in favor of the approval
and adoption of the Merger Agreement, the Merger
and all the transactions contemplated by the Merger Agreement and this Agreement
and otherwise in such manner as may be necessary to consummate the Merger; (b)
except as otherwise agreed to in writing in advance by Parent, against any
action, proposal, agreement or transaction that would result in a breach of any
covenant, obligation, agreement, representation or warranty of the Company
contained in the Merger Agreement (whether or not theretofore terminated) or of
the Stockholder contained in this Agreement; and (c) against any action,
proposal, agreement or transaction (other than the Merger Agreement or the
transactions contemplated thereby) that could result in any of the conditions to
the Company's obligations under the Merger Agreement (whether or not theretofore
terminated) not being fulfilled or that is intended, or could reasonably be
expected, to impede, interfere or be inconsistent with, delay, postpone,
discourage or adversely affect the Merger Agreement (whether or not theretofore
terminated), the Merger or this Agreement, including, but not limited to, any
Competing Transaction (as such term is defined in the Merger Agreement);
provided, however, that the Stockholders shall not be obligated to vote in favor
of the Merger pursuant to clause (a) above if the Board of Directors of the
Company has previously withdrawn and not reinstated its recommendation in favor
of the Merger in the manner prescribed in Section 6.05(b) of the Merger
Agreement. Notwithstanding anything to the contrary contained in the proviso in
the immediately preceding sentence, if Parent has delivered an Exercise Notice
with respect to all of the Shares then owned by the stockholders and prior to
such date the Company has established a record date for Shareholder action on a
matter covered by clause (a) above, the Stockholders shall be obligated to vote
in favor of the Merger pursuant to clause (a) above. Such Stockholder shall not
enter into any agreement or understanding with any person or entity to vote such
Stockholder's shares or give instructions in any manner inconsistent with this
Section 1.01. The Stockholder acknowledges receipt and review of a copy of the
Merger Agreement.
SECTION 1.02. Irrevocable Proxy. If, and only if, any Stockholder
fails to comply with the provisions of Section 1.01 (as determined by Parent in
its sole discretion), such Stockholder hereby agrees that such failure shall
result, without any further action by such Stockholder, in the irrevocable
appointment of Parent, and each of its officers, as such Stockholder's attorney
and proxy pursuant to the provisions of Section 212(c) of the General
Corporation Law of the State of Delaware, with full power of substitution, to
vote and otherwise act (by written consent or otherwise) with respect to such
Stockholder's Shares at any meeting of stockholders of the Company (whether
annual or special and whether or not an adjourned or postponed meeting) or
consent in lieu of any such meeting or otherwise, on the matters and in the
manner specified in Section 1.01. THIS PROXY AND POWER OF ATTORNEY ARE
IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A STOCKHOLDER
MAY TRANSFER ANY OF HIS SHARES IN
BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes all other proxies and
powers of attorney with respect to such Stockholder's Shares that may have
heretofore been appointed or granted, other than the irrevocable proxy and
voting trust granted by Anna Mae Conese in favor of Eugene P. Conese, Sr. (the
"Irrevocable Proxy"), and no subsequent proxy or power of attorney shall be
given or written consent executed (and if given or executed, shall not be
effective) by any Stockholder with respect thereto. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of any
Stockholder and the termination of the Irrevocable Proxy and any obligation of
the Stockholder under this Agreement shall be binding upon the heirs, personal
representatives, successors and assigns of such Stockholder.
ARTICLE II
THE OPTION
SECTION 2.01. Grant of Option. Each Stockholder, severally and not
jointly, hereby grants to Parent an irrevocable option (each, an "Option" and,
collectively, the "Options") to purchase all, and not less than all, such
Stockholder's Shares at a price per Share equal to a number of shares (or
fractions of a share) of Parent's common stock, par value $0.32 per share
("Parent Common Stock"), having a Fair Market Value equal to $31.00 (the
"Purchase Price"). For purposes of this Section 2.01, "Fair Market Value" means
the average of the closing prices of a share of Parent Common Stock on the New
York Stock Exchange for each of the 10 trading days ending on the trading day
next preceding the Closing Date (as defined below). Each Stockholder may elect
to receive up to 55% of the aggregate Purchase Price for all of such
Stockholder's Shares in the same manner as is provided in Section 2.03(b) of the
Merger Agreement.
SECTION 2.02. Exercise of Option. (a) The Options may be exercised
by Parent, in whole but not in part as to all but not less than all
Stockholders, during the period commencing on the date that the waiting period
applicable to the consummation of the purchase of the Shares pursuant to the
Options on the Merger has expired or been terminated and ending on the date
which is the earlier of (i) upon notice given by the Stockholders or Parent
after September 30, 1997 and (ii) the date of termination of the Merger
Agreement pursuant to Section 8.01 thereof by the Company in connection with a
Terminating Parent Breach.
(b) If Parent wishes to exercise the Options, Parent shall send a
written notice (the "Exercise Notices) to each Stockholder of its intention to
exercise the Options, specifying the place, and, if then known, the time and the
date (the "Closing Date") of the closing (the "Closing") of the purchase. The
Closing Date shall occur on the third business day (or such longer period as may
be required by applicable law or regulation) after the later
of (i) the date on which such Exercise Notice is delivered and (ii) the
satisfaction of the conditions set forth in Section 2.02(e).
(c) At the Closing, each Stockholder shall deliver to Parent (or its
designee) all of such Stockholder's Shares by delivery of a certificate or
certificates evidencing such Shares in the denominations designated by Parent in
its exercise notice delivered pursuant to Section 2.02(b), duly endorsed to
Parent or accompanied by stock powers duly executed in favor of Parent, with all
necessary stock transfer stamps affixed.
(d) At the Closing, Parent shall pay the Purchase Price by delivery
to each Stockholder of certificates representing the applicable number of shares
of Parent Common Stock determined in accordance with Section 2.01 hereof
registered in the name of such Stockholder.
(e) The Closing shall be subject to the satisfaction of each of the
following conditions:
(i) no court, arbitrator or governmental body, agency or
official shall have issued any order, decree or ruling and there shall not
be any statute, rule or regulation, restraining, enjoining or prohibiting
the consummation of the purchase and sale of the Shares pursuant to the
exercise of the Options; and
(ii) any waiting period applicable to the consummation of the
purchase and sale of the Shares pursuant to the exercise of the Options
under the HSR Act shall have expired or been terminated.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each Stockholder, severally and not jointly, hereby represents and
warrants to Parent in respect of such Stockholder as follows:
SECTION 3.01. Authority Relative to This Agreement. Such Stockholder
has all necessary power and authority to execute and deliver this Agreement, to
perform such Stockholders' obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by such Stockholder and constitutes a legal, valid and binding
obligation of such Stockholder, enforceable against such Stockholder in
accordance with its terms. Eugene P. Conese, Sr. and not Anna May Conese has all
necessary power and authority to execute and deliver this Agreement with respect
to the applicability of Article 1 of this Agreement to the Shares subject to the
Irrevocable Proxy; Anna May Conese has such power and authority with respect to
the grant
of the Option covering such Shares.
SECTION 3.02. No Conflict. (a) The execution and delivery of this
Agreement by such Stockholder do not, and the performance of this Agreement by
such Stockholder shall not, (i) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to such Stockholder or by which
the Shares owned by such Stockholder are bound or affected or (ii) result in any
breach of, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any of the Shares owned by such Stockholder
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which such
Stockholder is a party or by which such Stockholder or the Shares owned by such
Stockholder are bound or affected.
(b) The execution and delivery of this Agreement by such Stockholder
do not, and the performance of this Agreement by such Stockholder shall not,
require any consent, approval, authorization or permit of, or filing with or
notification to, any governmental authority, domestic or foreign, except for
applicable requirements, if any, of the Securities Exchange Act of 1934, as
amended, or the HSR Act.
SECTION 3.03. Title to the Shares. As of the date hereof, such
Stockholder is the record and beneficial owner of the number of shares of Class
A Common Stock and/or Class B Common Stock set forth beneath such Stockholder's
name on the signature page hereof. Such Shares are all the securities of the
Company owned, either of record or beneficially, by such Stockholder. The Shares
owned by such Stockholder are owned free and clear of all security interests,
liens, claims, pledges, options, rights of first refusal, agreements,
limitations on such Stockholder's voting rights, charges and other encumbrances
of any nature whatsoever. Except as provided in this Agreement and the
Irrevocable Proxy, such Stockholder has not appointed or granted any proxy,
which appointment or grant is still effective, with respect to the Shares owned
by such Stockholder. At the Closing, such Stockholder will deliver good and
valid title to such Stockholder's Shares free and clear of any pledge, lien,
security interest, charge, claim, equity, option, proxy, voting restriction,
right of first refusal or other limitation on disposition or encumbrance of any
kind, other than pursuant to this Agreement. Upon delivery of such Stockholder's
Shares and payment of the Purchase Price therefor as contemplated herein, Parent
will receive good, valid and marketable title to such Shares, free and clear of
any pledge, lien, security interest, charge, claim, equity, option, proxy,
voting restriction or encumbrance of any kind.
SECTION 3.04. Purchase for Investment. Such Stockholder
is acquiring the Parent Common Stock for his or her own account solely for the
purpose of investment and not with a view to, or for offer or sale in connection
with, any distribution thereof within the meaning of the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder (the
"Securities Act").
SECTION 3.05. Brokers. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of such Stockholder.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT
Parent hereby represents and warrants to each Stockholder as
follows:
SECTION 4.01. Due Organization, Etc. Parent is a corporation duly
organized and validly existing under the laws of the jurisdiction of its
incorporation. Parent has all necessary corporate power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby by Parent have been duly authorized by all
necessary corporate action on the part of Parent. This Agreement has been duly
executed and delivered by Parent and, assuming its due authorization, execution
and delivery by the Stockholders, constitutes a legal, valid and binding
obligation of Parent, enforceable against Parent in accordance with its terms.
SECTION 4.02. No Conflict; Required Filings and Consents. (a) The
execution and delivery of this Agreement by Parent do not, and the performance
of this Agreement by Parent will not, (i) conflict with or violate the
Certificate of Incorporation or By-laws of Parent, (ii) conflict with or violate
any law, rule, regulation, order, judgment or decree applicable to Parent or by
which Parent or any of its properties is bound or affected, or (iii) result in
any breach of, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under or pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which Parent is a party or by which it or any
of its properties is bound or affected, except in the case of clauses (ii) and
(iii) for any such conflicts, violations, breaches, defaults or other
Occurrences that would not cause or create a material risk of non-performance or
delayed performance by Parent of its obligations under this Agreement.
(b) The execution and delivery of this Agreement by
Parent do not, and the performance of this Agreement by Parent will not, require
any consent, approval, authorization or permit of, or filing with or
notification to, any governmental or regulatory authority, domestic or foreign,
except (i) for the HSR Act and (ii) where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or notifications,
would not prevent or materially delay the performance by Parent of its
obligations under this Agreement.
SECTION 4.03. Investment Intent. The purchase of Shares from the
Stockholder pursuant to this Agreement is for the account of Parent solely for
the purpose of investment and not with a view to, or for offer or sale in
connection with any distribution thereof within the meaning of the Securities
Act.
SECTION 4.04. Validity of Parent Stock. The shares of Parent Stock,
when issued and delivered in accordance with this Agreement, will have been duly
authorized and validly issued and will be fully paid and nonassessable.
SECTION 4.05. Brokers. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of the Parent.
ARTICLE V
COVENANTS OF THE STOCKHOLDERS
SECTION 5.01. No Disposition or Encumbrance of Shares. Each
Stockholder, severally and not jointly, hereby agrees that, except as
contemplated by this Agreement, such Stockholder shall not (i) sell, transfer,
tender, assign, contribute to the capital of any entity, hypothecate, give or
otherwise dispose of, grant a proxy or power of attorney with respect to,
deposit into any voting trust, or create or permit to exist any security
interest, lien, claim, pledge, option, right of first refusal, agreement,
limitation on such Stockholder's voting rights, charge or other encumbrance of
any nature whatsoever with respect to, any of such Stockholder's Shares (or
agree or consent to, or offer to do, any of the foregoing), (ii) take any action
that would make any representation or warranty of such Stockholder herein untrue
or incorrect in any material respect or have the effect of preventing or
disabling such Stockholder from performing his or her obligations or, (iii)
directly or indirectly, initiate, solicit or encourage any person to take
actions that could reasonably be expected to lead to the occurrence of any of
the foregoing.
SECTION 5.02. No Solicitation of Transactions. Each Stockholder,
severally and not jointly, agrees that between the date of this Agreement and
the date of termination of the Merger
Agreement, such Stockholder will not (a) solicit, initiate, consider, encourage
or accept any other proposals or offers from any person relating to any
Competing Transaction, or (b) participate in any discussions, conversations,
negotiations and other communications regarding, or furnish to any other person
any information with respect to, or otherwise cooperate in any way, assist or
participate in, facilitate or encourage any effort or attempt by any other
person to seek a Competing Transaction. Each Stockholder immediately shall cease
and cause to be terminated all existing discussions, conversations, negotiations
and other communications with any persons conducted heretofore with respect to
any of the foregoing. Each Stockholder shall notify Parent promptly if any such
proposal or offer, or any inquiry or other contact with any person with respect
thereto, is made and shall, in any such notice to Parent, indicate in reasonable
detail the identity of the person making such proposal, offer, inquiry or
contact and the terms and conditions of such proposal, offer, inquiry or other
contact.
SECTION 5.03. Regulatory and Other Authorizations; Notices and
Consents. Each Stockholder, severally and not jointly, agrees to use his or her
best efforts to obtain (or cause the Company and its subsidiaries to obtain) all
authorizations, consents, orders and approvals of all governmental authorities
and officials that may be or become necessary for the execution and delivery of,
and the performance of his or her obligations pursuant to, this Agreement and
will cooperate fully with Parent in promptly seeking to obtain all such
authorizations, consents, orders and approvals. Each party hereto agrees to make
an appropriate filing, if necessary, pursuant to the HSR Act with respect to the
transactions contemplated by this Agreement within five business days of the
date hereof and to supply as promptly as practicable to the appropriate
governmental authorities any additional information and documentary material
that may be requested pursuant to the HSR Act.
SECTION 5.04. Conflicts. No provision of this Agreement shall
prevent or interfere with any Stockholder's performance of his or her
obligations, if any, as an officer or director of the Company, including,
without limitation, the fulfillment of his or her fiduciary duties under
Delaware law.
ARTICLE VI
COVENANTS OF PARENT
SECTION 6.01. Subsequent Proposals. Parent covenants and agrees that
if (i) the Company terminates the Merger Agreement in accordance with Section
8.01(g) thereof, (ii) Parent exercises the Option and (iii) the Company,
notwithstanding the termination of the Merger Agreement, has not taken any
action or omitted to take any action which could reasonably be expected to
materially and
adversely effect the value of the Company when owned by Parent, then Parent
will, within 120 days following the consummation of Parent's purchase of shares
of Common Stock under the Option, either (a) propose to the Board of Directors
of the Company a merger in which all shareholders of the Company receive
consideration of not less than $31.00 per share of Company Common Stock in the
form of Shares of Parent Stock or (b) make an offer to the Company's
stockholders to acquire all shares of Company Common Stock not owned by Parent
and its subsidiaries for a price of not less than $31.00 per share in the form
of shares of Parent Stock; in either such case with the opportunity to receive
cash in the manner contemplated by Section 2.03 of the Merger Agreement.
Parent's obligation to make such proposal or offer shall be subject to there not
being any order, statute, rule, regulation, executive order, stay, decree,
judgment or injunction enacted, entered, issued, promulgated or enforced by any
Governmental Authority or a court of competent jurisdiction which has the effect
of making such proposal or offer illegal or otherwise prohibiting consummation
of such proposal or offers. Parent's obligation to consummate any such proposal
or offer shall be subject to the satisfaction of the conditions set forth in
Section 7.01(c), (d) and (e) and 7.02(b) and (c) of the Merger Agreement.
SECTION 6.02. Registration of Parent Shares. To the extent that the
Stockholders are unable to sell the Shares of Parent Stock received in
connection with the purchase and sale of the Shares hereunder or pursuant to the
Merger, pursuant to Rule 144 or Rule 145 under the Securities Act or another
applicable exemption from the registration requirements of the Securities Act,
Parent, upon the written request of the Stockholders, shall use its reasonable
best efforts to cause the Shares designated in such notice to be registered
under the Securities Act in order to permit the proposed sale of such Shares.
Notwithstanding anything to the contrary in the immediately preceding sentence,
(i) Parent shall not be obligated to register any Shares designated in a notice
from the Stockholders if such Shares are not reasonably anticipated to have an
aggregate price to the public in excess of $15 million and (ii) the Stockholders
shall be entitled to submit no more than three notices to Parent in the three
year period following the Closing. In connection with any such registration,
Parent and Stockholders shall enter into an agreement on terms and conditions
customarily contained in registration rights agreements relating to
circumstances similar to those set forth herein.
ARTICLE VII
TERMINATION
SECTION 7.01. Termination. The Options (including any Option as to
which an Exercise Notice has been delivered but for which the Closing has not
occurred) shall terminate in accordance with the provisions of Section 2.02(a).
The remaining provisions of
this Agreement shall terminate, and no party shall have any rights or
obligations hereunder and this Agreement shall become null and void and have no
further effect upon the earliest of (a) the effective time of the Merger, (b)
the termination of the Merger Agreement pursuant to Section 8.01 (b)(iii)
thereof, (c) the date of termination of the Merger Agreement pursuant to Section
8.01(d) thereof by the Company in connection with a Terminating Parent Breach
and (d) the date of termination of the Merger Agreement pursuant to Section
8.01(b)(i) or (ii) thereof. Nothing in this Section 7.01 shall relieve any party
of liability for any breach of this Agreement.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of this Agreement is not affected in any manner materially adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that the
terms of this Agreement remain as originally contemplated to the fullest extent
possible.
SECTION 8.02. Further Assurances. Each Stockholder and Parent will
execute and deliver all such further documents and instruments and take all such
further action as may be necessary in order to consummate the transactions
contemplated hereby.
SECTION 8.03. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
SECTION 8.04. Entire Agreement. This Agreement constitutes the
entire agreement between Parent and the Stockholders with respect to the subject
matter hereof and supersedes all prior agreements and understandings, both
written and oral, between Parent and the Stockholders with respect to the
subject matter hereof.
SECTION 8.05. Amendment; Waiver. This Agreement may not be amended
except by an instrument in writing signed by all the parties hereto. Any party
to this Agreement may (a) extend the time
for the performance of any of the obligations or other acts of the other party,
(b) waive any inaccuracies in the representations and warranties of the other
party contained herein or in any document delivered by the other party pursuant
hereto or (c) waive compliance with any of the agreements or conditions of the
other party contained herein. Any such extension or waiver shall be valid only
if set forth in an instrument in writing signed by the party to be bound
thereby. Any waiver of any term or condition shall not be construed as a waiver
of any subsequent breach or a subsequent waiver of the same term or condition,
or a waiver of any other term or condition, of this Agreement. The failure of
any party to assert any of its rights hereunder shall not constitute a waiver of
any of such rights.
SECTION 8.06. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware applicable
to contracts executed in and to be performed in that State. All actions and
proceedings arising out of or relating to this Agreement shall be heard and
determined in any Delaware state or federal court.
SECTION 8.07. Expenses. Except as otherwise specified in this
Agreement, all costs and expenses, including, without limitation, fees and
disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses, whether or not the Closing
shall have occurred.
SECTION 8.08. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given or made
(and shall be deemed to have been duly given or made upon receipt) by delivery
in person, by courier service, by telecopy or by registered or certified mail
(postage prepaid, return receipt requested) to the respective parties at the
following addresses (or at such other address for a party as shall be specified
in a notice given in accordance with this Section 7.08):
(a) if to any Stockholder, Addressed to such Stockholder:
c/o Greenwich Air Services, Inc.
4590 N.W. 36th Street
Miami, Florida 33152
Telecopy: (305) 526-7005
Attention: Chief Executive Of fleer
with a copy to:
Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.
153 East 53rd Street
New York, New York 10022
Telecopy: (212) 223-7161
Attention: Steven A. Weiss, Esq.
(b) if to Parent:
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06431
Telecopy: (203) 373-3008
Attention: Vice President and
Senior Counsel - Transactions
with copies to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telecopy: (212) 848-7179
Attention: Stephen R. yolk, Esq. and
John A. Marzulli, Jr., Esq.
and
General Electric Company
One Neumann Way
Mail Drop J104
Evendale, Ohio 45215-6301
Telecopy: (513) 243-5096
Attention: Vice President and General Counsel
SECTION 8.09. Public Announcements. Except as may be required by
applicable law, no party to this Agreement shall make, or cause to be made, any
press release or public announcement in respect of this Agreement or the
transactions contemplated hereby or otherwise communicate with any news media
without the prior written consent of the other party, and the parties shall
cooperate as to the timing and contents of any such press release or public
announcement.
SECTION 8.10. Headings. The descriptive headings contained in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.
SECTION 8.11. Assignment. This Agreement may not be assigned by
operation of law or otherwise without, in the case of an assignment by Parent,
the written consent of each Stockholder (which consent may be granted or
withheld in the sole discretion of any Stockholder, and in the case of an
assignment by any Stockholder, the written consent of Parent (which consent may
be
granted or withheld in the sole discretion of Parent), except that the Parent
may assign this Agreement to an affiliate of the Parent without the consent of
any Stockholder, provided that no such assignment shall relieve Parent of its
obligations hereunder if such assignee does not perform such obligations.
SECTION 8.12. No Third Party Beneficiaries. This Agreement shall be
binding upon and inure solely to the benefit of the parties hereto and their
permitted assigns and nothing herein, express or implied, is intended to or
shall confer upon any other person any legal or equitable right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.
SECTION 8.13. Counterparts. This Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first above written.
/s/ Eugene P. Conese
---------------------------------------
Name: Eugene P. Conese
Shares of Class A
Common Stock: 3,205,332
Shares of Class B
Common Stock: 2,588,238
/s/ Eugene P. Conese, Jr.
---------------------------------------
Name: Eugene P. Conese, Jr.
Shares of Class A
Common Stock: 178,594
Shares of Class B
Common Stock: 178,594
/s/ Anna May Conese
---------------------------------------
Name: Anna May Conese
Shares of Class A
Common Stock: 262,696
Shares of Class B
Common Stock: 262,696
/s/ Eugene P. Conese
---------------------------------------
Name: Eugene P. Conese, as voting
trustee
Shares of Class A
Common Stock: 262,696
Shares of Class B
Common Stock: 262,696
GENERAL ELECTRIC COMPANY
By /s/ William J. Vareschi
---------------------------------------
Name: William J. Vareschi
Title: Vice President