EXHIBIT 99
FORM OF
VOTING AGREEMENT
VOTING AGREEMENT dated November 13, 2002, among International Aircraft
Investors, a California corporation (the "COMPANY"), Jetscape Aviation Group,
Inc., a Florida corporation ("PARENT"), and certain shareholders of the Company
(each, a "SHAREHOLDER" and, collectively, the "SHAREHOLDERS").
WHEREAS, the Company, Parent and Jetscape Leasing, Inc., a California
corporation and a direct wholly owned subsidiary of Parent ("MERGER
SUBSIDIARY"), have entered into an Agreement and Plan of Merger dated the date
hereof (the "MERGER AGREEMENT"; capitalized terms being used but not otherwise
defined herein shall have the meanings given thereto in the Merger Agreement),
which provides, among other things, that Merger Subsidiary will merge with and
into the Company (the "MERGER");
WHEREAS, as of the date hereof, each Shareholder is the record and
beneficial owner of the number of shares of Common Stock, par value $.01 per
share, of the Company (the "COMPANY COMMON STOCK"), set forth on the signature
page hereof beneath such Shareholder's name (with respect to each Shareholder,
such Shareholder's "EXISTING SHARES" and, together with any shares of the
Company Common Stock acquired after the date hereof, whether upon the exercise
of warrants, options, conversion of convertible securities or otherwise, such
Shareholder's "SHARES"); and
WHEREAS, as a condition to the willingness of Parent and Merger
Subsidiary to enter into the Merger Agreement, Parent has requested that the
Shareholders agree, and in order to induce Parent and Merger Subsidiary to enter
into the Merger Agreement, the Shareholders have agreed, to enter into this
Agreement.
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants, representations, warranties and agreements herein contained, the
parties to this Agreement (the "PARTIES") hereto agree as follows:
ARTICLE 1.
VOTING AGREEMENT
SECTION 1.1 Voting Agreement. Each Shareholder, 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 4 hereof, at any
meeting of shareholders of the Company, however called, and in any action by
consent of the shareholders of the Company, such Shareholder will vote (or cause
to be voted) such Shareholder's Shares: (a) in favor of the approval of the
principal terms of the Merger Agreement; (b) against any action, proposal,
agreement or transaction that would result in a breach of any covenant,
obligation, agreement, representation or warranty of Parent contained in the
Merger Agreement or in an agreement entered into in connection with the Merger
Agreement or of the Shareholder contained in this Agreement; and (c) against any
action, proposal, agreement or transaction, including, but not limited to, any
Acquisition Proposal, that could result in any of the conditions to Parent's
obligations under the Merger Agreement 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, the
consummation of the Merger or this Agreement. Such Shareholder shall not enter
into any agreement or understanding with
any person or entity to vote such Shares or give instructions in any manner
inconsistent with this Section 1.1. The Shareholder acknowledges receipt and
review of a copy of the Merger Agreement.
SECTION 1.2 Irrevocable Proxy; Appointment of Proxy. If any Shareholder
fails to comply with the provisions of Section 1.1, such Shareholder hereby
agrees that such failure shall result, without any further action by such
Shareholder, in the irrevocable appointment of Parent, and any other individual
who shall be hereafter designated by Parent, as such Shareholder's attorney and
proxy, with full power of substitution, to vote and otherwise act (by written
consent or otherwise) with respect to such Shares at any meeting of the
shareholders 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 1.1. 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 SHAREHOLDER MAY TRANSFER ANY OF HIS SHARES IN BREACH OF THIS
AGREEMENT. Each Shareholder hereby revokes all other proxies and powers of
attorney with respect to such Shareholder's Shares that may have heretofore been
appointed or granted, 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 Shareholder with respect thereto. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of any
Shareholder and any obligation of the Shareholder under this Agreement shall be
binding upon the heirs, personal representatives, successors and assigns of such
Shareholder.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES
Each Shareholder, severally and not jointly, hereby represents and warrants to
Parent in respect of such Shareholder as follows:
SECTION 2.1 Authority Relative to this Agreement. Such Shareholder has
all necessary power and authority to execute and deliver this Agreement, to
perform such Shareholder's obligations hereunder and to consummate the
transactions contemplated hereby. The execution, delivery and performance by
such Shareholder of this Agreement and the consummation by such Shareholder of
the transactions contemplated hereby have been duly and validly authorized by
all corporate, partnership, limited liability company or other action, and no
other actions or proceedings on the part of such Shareholder are necessary to
authorize the execution and delivery by such Shareholder of this Agreement, and
the consummation by such Shareholder of the transactions contemplated hereby.
This Agreement has been duly executed and delivered by such Shareholder and
constitutes a legal, valid and binding obligation of such Shareholder,
enforceable against such Shareholder in accordance with its terms, except
insofar as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditor's rights generally, or by
principles governing the availability of equitable remedies.
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SECTION 2.2 No Conflict.
(a) The execution and delivery of this Agreement by such
Shareholder do not, and the performance of this Agreement by such Shareholder
shall not, (i) result in any breach of any provision of the charter documents of
such Shareholder, if any, (ii) violate any law, rule, regulation, order,
judgment or decree applicable to such Shareholder or by which the Shares owned
by such Shareholder are 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 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 Shareholder pursuant to, any
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which such Shareholder is a party
or by which such Shareholder or the Shares owned by such Shareholder are bound
or affected.
(b) The execution and delivery of this Agreement by such
Shareholder do not, and the performance of this Agreement by such Shareholder
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.
SECTION 2.3 Title to the Shares. Such Shareholder is the record and
beneficial owner of the number of shares of the Company Common Stock set forth
beneath such Shareholder's name on the signature page hereof. Such Shares are
all the securities of the Company owned, either of record or beneficially, by
such Shareholder. All of such Shareholder's Shares are issued and outstanding.
Such Shareholder has sole voting power, sole power of disposition, sole power to
issue instructions with respect to the matters set forth in Section 1.1 hereof,
sole power of conversion, sole power to demand dissenters' rights and sole power
to agree to all of the matters set forth in this Agreement, in each case with
respect to all of such Shareholder's Shares of the Company Common Stock and
shall have sole voting power, sole power of disposition, sole power to issue
instructions with respect to the matters set forth in Section 1.1, sole power of
conversion, sole power to demand dissenters' rights and sole power to agree to
all of the matters set forth in this Agreement, with respect to all of such
Shareholder's Shares, with no limitations, qualifications or restrictions on
such rights, subject to applicable federal securities laws and the terms of this
Agreement. The Shares owned by such Shareholder are owned free and clear of all
security interests, liens, claims, pledges, options, rights of first refusal,
agreements and limitations, in each case on such Shareholder's voting rights.
Except as provided in this Agreement, such Shareholder has not appointed or
granted any proxy, which appointment or grant is still effective, with respect
to the Shares owned by such Shareholder.
ARTICLE 3.
COVENANTS OF THE SHAREHOLDERS
SECTION 3.1 No Disposition or Encumbrance of Shares. Each Shareholder,
severally and not jointly, hereby agrees that, except as contemplated by this
Agreement, such Shareholder shall not (i) sell, transfer, tender, assign,
contribute to the capital of any entity, give or otherwise dispose of, grant a
proxy or power of attorney with respect to, or deposit into any voting trust,
any of such Shareholder's Shares, (ii) create or permit to exist any security
interest, lien, claim, pledge, option, right of first refusal, agreement or
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limitation on such Shareholder's voting rights with respect to such
Shareholder's Shares, (iii) grant any proxies or powers of attorney, deposit any
Shares into a voting trust or enter into a voting agreement with respect to any
of such Shareholder's Shares, or any interest in any of the foregoing; (iv) take
any action that would make any representation or warranty of such Shareholder
herein untrue or incorrect in any material respect or have the effect of
preventing or disabling such Shareholder from performing his or her obligations,
or (v) 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 3.2 Appraisal or Dissenters' Rights. Each Shareholder hereby
irrevocably waives any rights of appraisal or rights to dissent from the Merger
that the Shareholder may have under Chapter 13 of the California Code.
SECTION 3.3 No Solicitation of Transactions. Each Shareholder, severally
and not jointly, agrees that he will comply with the provisions of Section 6.04
of the Merger Agreement. r
SECTION 3.4 Regulatory and Other Authorizations; Notices and Consents.
Each Shareholder, severally and not jointly, agrees to use its commercially
reasonable 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 obligations pursuant to, this Agreement
and will cooperate fully with the Company in promptly seeking to obtain all such
authorizations, consents, orders and approvals.
SECTION 3.5 Changes in Capitalization. In the event of a stock dividend
or distribution, or any change in the Company Common Stock by reason of any
stock dividend or distribution, split-up, recapitalization, combination, merger,
exchange of shares or the like, or the acquisition of additional shares of the
Company Common Stock or other securities or rights of the Company by any
Shareholder, the term "Shares" shall be deemed to refer to and include the
Shares as well as all such stock dividends and distributions and any shares into
which or for which any or all of the Shares may be changed or exchanged and such
additional Shares as may be acquired.
ARTICLE 4.
TERMINATION
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 date of termination of the Merger Agreement in accordance with its terms;
and (c) by the written mutual consent of the parties hereto. Nothing in this
Article 4 shall relieve any party of liability for any breach of this Agreement.
ARTICLE 5.
MISCELLANEOUS
SECTION 5.1 Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including facsimile transmission) and
shall be given,
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if to Parent, to: Jetscape Aviation Group, Inc.
408 S. Andrews Avenue, Suite 200
Fort Lauderdale, Florida 33301
Attention: John Evans, Chairman and
Chief Executive Officer
Fax: (954) 763-4757
with a copy to: Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, FL 33131
Attention: Kenneth C. Hoffman, Esq.
Fax: (305) 579-0717
if to the Company, or any of International Aircraft Investors
the Shareholders to: 3655 Torrance Boulevard, Suite 410
Torrance, California 90503
Attention: William E. Lindsey, Chairman
Fax: (310)-316-8145
with a copy to: O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071-2899
Attention: Richard Boehmer, Esq.
Fax: (213) 430-6407
or such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5 p.m., and such day is a
Business Day, in the place of receipt. Otherwise, any such notice, request or
communication shall be deemed not to have been received until the next
succeeding Business Day in the place of receipt.
SECTION 5.2 Amendment; Waivers. (a) Any provision of this Agreement may
be amended or waived prior to the time of the Shareholder Vote if, but only if,
such amendment or waiver is in writing and is signed, in the case of an
amendment, by each party to this Agreement or, in the case of a waiver, by each
party against whom the waiver is to be effective.
(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
SECTION 5.3 Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of each other party hereto, except that Parent may transfer
or assign, in whole or from time to time in part, to one or more of their
Affiliates, its right contemplated by this Agreement, but any such transfer or
assignment will not relieve Parent of its obligations hereunder.
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SECTION 5.4 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York
SECTION 5.5 Waiver of Jury Trials. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
SECTION 5.6 Counterparts; Effectiveness. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto. No provision of
this Agreement is intended to confer any rights, benefits, remedies, obligations
or liabilities hereunder upon any Person other than the parties hereto and their
respective successors and assigns.
SECTION 5.7 Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement; provided, however the Confidentiality Agreement shall remain valid
and in effect.
SECTION 5.8 Captions. The captions herein are included for convenience
of reference only and shall be ignored in the construction or interpretation
hereof.
SECTION 5.9 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such
a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner so that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.
SECTION 5.10 Further Assurances. Each Shareholder and the Company 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 5.11 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 5.12 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 Merger shall have
occurred.
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SECTION 5.13 Public Announcements. Each of the parties will consult with
each other before issuing any press release or making any public statement with
respect to this Agreement or the transactions contemplated hereby and, neither
party will issue any such press release or make any such public statement prior
to such consultation with the other.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
INTERNATIONAL AIRCRAFT INVESTORS
By:_____________________________________
Name:
Title:
JETSCAPE AVIATION GROUP, INC.
By:_____________________________________
John Evans
Chairman and Chief Executive Officer
VOTING AGREEMENT SIGNATURE PAGE
By its execution and delivery of this signature page, the undersigned
Shareholder hereby joins in and agrees to be bound by the terms and conditions
of the Voting Agreement dated as of November 13, 2002 (the "VOTING AGREEMENT")
by and among International Aircraft Investors, Jetscape Aviation Group, Inc. and
the Shareholders (as defined therein) as a "Shareholder" thereunder, and
authorizes this signature page to be attached to the Voting Agreement or
counterparts thereof.
NAME OF SHAREHOLDER
________________________________________
By: ____________________________________
Name: ______________________________
Title: _____________________________
Number of Existing Shares: _____________
Agreed to and accepted this
__th day of November, 2002
JETSCAPE AVIATION GROUP, INC.
By:_______________________________
John Evans
Chairman and Chief Executive Officer
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SHAREHOLDERS SIGNING
NAME NO. OF SHARES
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Christer Salen 402,540
Alex R. Lieblong 741,200
Ralph Hellmold 27,500
Aaron Mendelsohn 72,273
Chris Vorderkunz 50
Kenneth Taylor 11,306
William Lindsey 45,333
Alan G. Stanford, Jr. 10,000
Michael Grella 30,222
Rick Hammond 7,055
Stuart Warren 102,790
Sven Salen 289,725
International Lease Finance Corporation 66,666