SUPPORT AGREEMENT, dated as of July 16, 2000 among General Electric
Company, a New York corporation ("Parent"), and each other person set forth on
the signature pages hereof (the "Stockholders"). Capitalized terms used but not
separately defined herein shall have the meanings assigned to such terms in the
Merger Agreement (as defined below).
WHEREAS, the Boards of Directors of each of Acquisition and the Company
have approved an Agreement and Plan of Merger, dated as of the date hereof (the
"Merger Agreement"), providing for the merger of a wholly owned subsidiary of
Parent with the Company; and
WHEREAS, in order to induce Parent to execute and deliver the Merger
Agreement, Parent has required that the Stockholders, and each Stockholder has
agreed, to enter into this Agreement with respect to shares of common stock, par
value $0.25 per share, of the Company (the "Common Stock") that each Stockholder
beneficially owns and shares of Common Stock that each Stockholder may hereafter
acquire (collectively, the "Shares").
NOW, THEREFORE, in consideration of the premises herein contained, the
parties agree as follows:
SECTION 1. Tender. Each Stockholder shall validly tender all of its
outstanding Shares into the Offer promptly after the commencement of the Offer
(and tender against such Shares from time to time in the event it withdraws such
Shares).
SECTION 2. Voting Agreement. (a) Each Stockholder hereby irrevocably and
unconditionally agrees to vote all Shares that each Stockholder is entitled to
vote, at the time of any vote to approve and adopt the Merger Agreement, the
Merger and all agreements related to the Merger and any actions related thereto
at any meeting of the stockholders of the Company, and at any adjournment
thereof, at which such Merger Agreement and other related agreements (or any
amended version thereof), or such other actions, are submitted for the
consideration and vote of the stockholders of the Company, in favor of the
approval and adoption of the Merger Agreement, the Merger and the transactions
contemplated by the Merger Agreement.
(b) Each Stockholder hereby agrees that it will not vote any Shares in
favor of the approval of any (i) Alternative Transaction, (ii) reorganization,
recapitalization, liquidation or winding up of the Company or any other
extraordinary transaction involving the Company, other than as contemplated by
the Merger Agreement, (iii) corporate action the consummation of which would
frustrate the purposes, or prevent or delay the consummation, of the
transactions contemplated by the Merger Agreement or (iv) other matter relating
to, or in connection with, any of the foregoing matters.
(c) Each Stockholder hereby revokes any and all previous proxies granted
with respect to the Shares. By entering into this Agreement, each Stockholder
hereby grants a proxy appointing Parent and each of its designees as the
Stockholder's attorney-in-fact and proxy, with full power of substitution, for
and in the Stockholder's name, to vote, express, consent or dissent, or
otherwise to utilize such voting power in the manner contemplated by Section
2(a)-(b) above as Parent or its proxy or substitute shall, in Parent's sole
discretion, deem proper with respect to the Shares. The proxy granted by each
Stockholder pursuant to this Section 2 is irrevocable and is
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granted in consideration of Parent entering into this Agreement and the Merger
Agreement and incurring certain related fees and expenses. The proxy granted by
each Stockholder shall be revoked upon termination of this Agreement in
accordance with its terms.
SECTION 3. Stockholder Representations and Warranties. Each Stockholder
represents and warrants to Parent that:
(a) The execution, delivery and performance of this Agreement by
Stockholder and the consummation by it of the transactions contemplated hereby
are within the power and authority of Stockholder. This Agreement constitutes
the legal, valid and binding obligation of Stockholder, enforceable against the
Stockholder in accordance with its terms. If the Stockholder is married and the
Shares set forth on the signature page hereto opposite such Stockholder's name
constitute community property under applicable laws, this Agreement has been
duly authorized, executed and delivered by, and constitutes the valid and
binding agreement of, such Stockholder's spouse.
(b) The execution and delivery of this Agreement by Stockholder do not and
the consummation by Stockholder of the transactions contemplated hereby will
not, (i) result (with the giving of notice or the lapse of time or both) in any
violation of judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to Stockholder, (ii) require any consent or other action
by any person under, constitute a default under, or give rise to any right of
termination, cancellation or acceleration or to a loss of any benefit to which
Stockholder is entitled under any provision of any agreement or other instrument
binding on Stockholder or (iii) result in the creation or imposition of any
lien, charge or encumbrance of any nature whatsoever upon any asset of
Stockholder, other than, in respect of each of clauses (i), (ii) and (iii), any
such items as would not, individually or in the aggregate, prevent or materially
impair the ability of Stockholder to consummate the transactions contemplated by
this Agreement.
(c) Stockholder is the beneficial owner of the Shares, free and clear of
any Lien and any other limitation or restriction (including any restriction on
the right to vote or otherwise dispose of the Shares). None of the Shares is
subject to any voting trust or other agreement or arrangement with respect to
the voting of such Shares.
(d) Except for the Shares, Stockholder does not beneficially own any (i)
shares of capital stock or voting securities of the Company, (ii) securities of
the Company convertible into or exchangeable for shares of capital stock or
voting securities of the Company or (iii) options or other rights to acquire
from the Company any capital stock, voting securities or securities convertible
into or exchangeable for capital stock or voting securities of the Company.
(e) No person is entitled to any brokerage or finder's, financial advisor's
or other similar fee or commission from Parent or the Company in connection with
the transactions contemplated by this Agreement and as a result of any action
taken by or on behalf of Stockholder.
SECTION 4. Parent Representations and Warranties. Parent represents and
warrants to each Stockholder:
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(a) The execution, delivery and performance of this Agreement by Parent and
the consummation by it of the transactions contemplated hereby are within the
requisite corporate power and authority of Parent and have been duly authorized
by all necessary corporate and stockholder action on the part of Parent. This
Agreement has been duly executed by Parent and constitutes the legal, valid and
binding obligation of Parent, enforceable against each of Parent in accordance
with its terms.
SECTION 5. Stockholder Covenants. Each Stockholder hereby covenants and
agrees that:
(a) Except pursuant to the terms of this Agreement, Stockholder shall not,
without the prior written consent of Parent, directly or indirectly, (i) grant
any proxies or enter into any voting trust or other agreement or arrangement
with respect to the voting of any Shares or (ii) sell, assign, transfer,
encumber or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect sale,
assignment, transfer, encumbrance or other disposition of, any shares of Common
Stock during the term of this Agreement; provided, however, that Stockholder may
sell such number of Shares as may be necessary to satisfy tax liabilities of
such Stockholder. Stockholder shall not seek or solicit any such acquisition or
sale, assignment, transfer, encumbrance or other disposition or any such
contract, option or other arrangement or understanding and agrees to notify
Parent promptly, and to provide all details requested by Parent, if Stockholder
shall be approached or solicited, directly or indirectly, by any person with
respect to any of the foregoing.
(b) From the date hereof until the termination hereof, Stockholder, in its
capacity as a Stockholder, will not, and will authorize or knowingly permit any
investment bankers, attorneys, accountants, consultants and other agents or
advisors ("Representatives") of Stockholder not to, directly or indirectly, (i)
take any action to solicit, initiate or facilitate or encourage the submission
of any Acquisition Proposal, or (ii) engage in any negotiations regarding, or
furnish to any person any nonpublic information with respect to, or take any
other action knowingly to facilitate any inquiries or the making of any proposal
that constitutes, or may be reasonably expected to lead to, any Acquisition
Proposal; provided, that notwithstanding any other provision of this Agreement,
Stockholder may take any action in its capacity as an officer or director of the
Company that would be permitted to be taken in accordance with the terms and
conditions of the Merger Agreement.
(c) Stockholder will notify Parent promptly (but in no event later than 24
hours) if any person shall make a proposal or inquiry, or contact the
Stockholder, relating to the acquisition of beneficial ownership of such
Stockholder's Shares. The notice shall state the identity of the person and the
material terms and conditions of such proposal, inquiry or contact. Stockholder
shall keep Parent reasonably apprised of any material development with respect
to such proposal. Stockholder shall, and shall cause its Representatives to,
cease immediately and cause to be terminated all existing discussions or
negotiations, if any, with any persons conducted heretofore with respect to, or
that could reasonably expected to lead to, any Acquisition Proposal.
SECTION 6. Miscellaneous.
(a) Further Assurances. Parent and each Stockholder will execute and
deliver, or cause to be executed and delivered, all further documents and
instruments and use their reasonable best
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efforts to take, or cause to be taken, all actions and to do, or cause to be
done, all things necessary, proper or advisable under applicable laws and
regulations, to consummate and make effective the transactions contemplated by
this Agreement.
(b) Amendments; Termination. Any provision of this Agreement may be amended
or waived 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 the party against whom the waiver is to be effective. This Agreement
shall terminate upon the termination of the Merger Agreement in accordance with
its terms.
(c) Expenses. All costs and expenses incurred in connection with this
Agreement shall be paid by the party incurring such cost or expense.
(d) 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 the other parties hereto, except that Parent may transfer or assign
its rights and obligations to any Affiliate of Parent.
(e) Governing Law. This Agreement shall construed in accordance with and
governed by the laws of the State of Delaware. Section 8.8 of the Merger
Agreement is hereby incorporated herein by reference.
(f) 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.
(g) Severability. If any term, provision or covenant 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 and covenants of this
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
(h) Specific Performance. The parties hereto agree that irreparable damage
would occur in the event any provision of this Agreement is 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 to
which they are entitled at law or in equity.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
GENERAL ELECTRIC COMPANY
By:__________________________________________
Name:
Title:
No. of Shares
________________________________
Name:
________________________________
Name:
________________________________
Name:
________________________________
Name:
________________________________
Name:
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