FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported):
December 9, 1993
Commission File No.: 0-14685
GENICOM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 51 -
0271821
(State or other (I.R.S.
jurisdiction of Employer
incorporation or Identificat
organization) ion No.)
14800 Conference Center
Drive
Suite 400, Westfields 22021 -
Chantilly, Virginia 3806
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (703)
802-9200
GENICOM Corporation and Subsidiaries
Form 8-K Index
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<S> <C> <C> <C>
Item 5. Other Events
On December 9, 1993, the Registrant signed
an agreement with the General Electric
Company regarding environmental matters at the Registrants Waynesboro, Virginia
facility. A copy of which is filed herewith as Exhibit 10.1.
Item 7. Financial Statements and Exhibits
(C) Exhibits
10.1 Agreement with the General Electric
Company regarding environmental matters at
the Registrants Waynesboro, Virginia
facility.
Signatu 3
res
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
<TABLE>
<S> <C> <C>
GENICOM Corporation
Registrant
Date: February 23,
1994
James C. Gale
Signature
James C. Gale
Senior Vice
President Finance
and Chief Financial
Officer
(Mr. Gale is the
Chief Financial
Officer and has been
duly authorized to
sign on behalf of
the Registrant)
</TABLE>
GENICOM Corporation and Subsidiaries
INDEX TO EXHIBITS TO FORM 8-K
FEBRUARY 23, 1994
<TABLE>
<S> <C> <C> <C> <C>
Exhibit
Number Description Page
10.1 Agreement with the General 5 - 31
Electric Company regarding
environmental matters at the
Registrants Waynesboro,
Virginia facility.
</TABLE>
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COOPERATION AGREEMENT
This Agreement is entered into effective as of
December 9, 1993 between GENICOM CORPORATION ("Genicom"), a
Delaware corporation, whose address is 14800 Conference Center
Drive, Suite 400, Westfields, Virginia 22021-3806, and the
GENERAL ELECTRIC COMPANY ("GE"), a New York corporation, whose
address is 3135 Easton Turnpike, Fairfield, Connecticut 06431.
Genicom acquired a 114.88 acre manufacturing facility
in Waynesboro, Virginia ("the Facility") from GE on October 21,
1983, pursuant to an asset purchase agreement dated September 30,
1983. Genicom has made claims against GE under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980,
as amended ("CERCLA"), for past and projected future expenditures
associated with certain Environmental Conditions (as hereinafter
defined) at the Facility. It is the desire of both parties to
resolve Genicom's claims amicably and without resort to
litigation and to ensure that the Environmental Conditions are
addressed in an appropriate manner. By entering into this
Agreement neither party admits liability to the other party or to
any third party, nor does it waive any defenses.
NOW, THEREFORE, Genicom and GE agree as follows:
I. DEFINITIONS
1. "Allocable Costs" shall mean all necessary and
appropriate costs of responding to Environmental Conditions
pursuant to the Resource Conservation and Recovery Act ("RCRA")
corrective action program or a state corrective action program
approved by the United States Environmental Protection Agency
("EPA") pursuant to RCRA; but shall not include the costs of
fulfilling RCRA, state, or local or other federal permit or
regulatory obligations incurred as part of Genicom's normal
operations. Neither such operational permit or regulatory costs,
nor fines or penalties for such operational permit or regulatory
violations are covered by this Agreement, and none of them shall
be deemed Allocable Costs. Allocable Costs shall also mean the
basic, minimal costs necessary to comply with applicable statutes
and regulations respecting closure and post-closure care of the
Facility's two surface impoundments and two spent etchant storage
tanks pursuant to RCRA or a state program approved by EPA
pursuant to RCRA. All costs incurred pursuant to this Agreement
subsequent to the effective date of this Agreement shall be
deemed Allocable Costs. Costs incurred prior to the effective
date of this Agreement and subsequent to October 21, 1983, shall
be Allocable Costs only to the extent that Genicom establishes
that such costs were consistent with the requirements of the
National Oil and Hazardous Substances Pollution Contingency Plan,
40 C.F.R. Part 300 ("NCP"). Allocable Costs shall not include
legal fees or compensation for time spent by employees of Genicom
or GE.
2. "Environmental Conditions" means all releases of CERCLA
hazardous substances or releases of RCRA hazardous wastes or
hazardous constituents from solid waste management units
("SWMUs") or Additional Potential Sources of Contamination
("APSCs"), as that term is defined in the RCRA Facility
Investigation Workplan submitted to EPA by Genicom on January 15,
1991, at or from the Facility identified now or in the future in
connection with work conducted pursuant to the Initial
Administrative Order issued by EPA Region III on August 10, 1990,
Docket No. RCRA-III-036-CA, which became effective September 15,
1990 (the "Corrective Action Order"), and any subsequent orders
or remedial measures resulting from complying with such order or
orders; provided, however, that releases or threatened releases,
or conditions that arise from any such releases or threatened
releases, which occur after the effective date of this Agreement
shall not be included in the term "Environmental Conditions."
3. "Facility" means the 114.88 acre parcel of land,
including buildings and other fixtures, located at Genicom Drive,
Waynesboro, Virginia, that was conveyed to Genicom by GE on
October 21, 1983, together with improvements, if any, made
subsequent to the conveyance.
II. OBJECTIVES
4. It is the objective of the parties:
(a) To undertake the RCRA Facility Investigation/
Corrective Measures Study ("RFI/CMS") pursuant to the
Corrective Action Order;
(b) To identify and implement any corrective action
selected pursuant to such RFI/CMS identified above and
required by governmental authorities having jurisdiction;
(c) To develop and implement all federal and state
RCRA plans and permit applications necessary for closure and
post-closure of the two surface impoundments and two spent
etchant storage tanks in accordance with applicable law and
regulations and as required by governmental authorities
having jurisdiction; and
(d) To establish a final and binding allocation of
Allocable Costs among the parties, and to resolve all claims
which the parties may have against each other on account of
the Environmental Conditions.
III. PROJECT MANAGEMENT
5. GE shall have authority to make all final
determinations concerning, and shall conduct and/or control the
conduct of, the work necessary to accomplish the objectives
stated above in Section II, Paragraphs 4(a), (b), and (c). GE
may delegate to Genicom, either permanently or temporarily, in
whole or in part, the authority given to GE pursuant to the
preceding sentence; provided, however, that GE shall provide
sufficient notice to Genicom to allow for an orderly transition
of authority to Genicom. GE may communicate such delegation of
authority verbally, but shall confirm delegation of a significant
aspect of the work in writing. To the extent authority for any
aspect of the work is delegated, the parties shall cooperate to
minimize duplication of effort.
6. If GE delegates its authority to conduct and/or
contract to conduct all or a significant aspect of the work
necessary to accomplish one or more of the objectives stated
above in Section II, Paragraphs 4(a), (b) and/or (c), Genicom
shall then have authority to make all final determinations
concerning, and shall conduct and/or control the conduct of, such
delegated work. GE shall be provided with the opportunity to
review and comment on all submittals pertaining to such work, and
shall be afforded the opportunity to participate fully in any and
all activities undertaken by Genicom. GE shall have the right to
approve all consultants and contractors selected by Genicom to
perform the delegated work prior to such persons being retained
by Genicom. To the extent practicable, such consultants and
contractors shall be jointly retained by Genicom and GE. GE
acknowledges and agrees that it has approved Law Environmental,
Inc. ("LEI") as the consultant retained by Genicom for purposes
of obtaining the necessary approvals for the closure plan.
7. Genicom shall provide unrestricted access to the
Facility to GE and its agents, consultants, employees and
contractors for the purpose of carrying out the terms of this
Agreement, provided that GE and its agents, consultants,
employees and contractors shall endeavor not to interfere with
the normal operation of the Facility. GE shall hold in
confidence and shall not use for any purpose any information
concerning Genicom's business but unrelated to the subject matter
of this Agreement which may come into GE's possession by virtue
of such access. GE shall provide Genicom reasonable notice of
visits to the Facility and to the extent possible, shall schedule
visits during normal hours of operation at the Facility.
IV. CONTRACTORS
8. GE shall select and retain all consultants and other
contractors that will perform work pursuant to this Agreement;
provided, however, that if practicable, such persons shall be
jointly retained, and provided, further, that Genicom shall
select and retain consultants and other contractors if GE
delegates to it authority to do so pursuant to Paragraph 6, or
the Post-Remedy Cash-Out occurs pursuant to Paragraph 18, below.
Unless otherwise barred by contractual confidentiality
requirements, GE shall provide to Genicom copies of agreements
and/or work orders with such consultants and contractors. If GE
decides to replace Genicom's present consultant, LEI, such
replacement shall be accomplished in a manner that does not
interfere with Genicom's compliance with the deadlines and other
requirements of the Corrective Action Order or with the closure
plan referenced above in Paragraph 4(c).
9. Within ten (10) days after the effective date of this
Agreement, GE shall be provided access at the offices of LEI to
LEI's complete file relating to the Facility. Thereafter, GE
shall have full access to LEI and its personnel, and to all data
and analyses produced by LEI.
V. COST ALLOCATION
10. GE agrees to indemnify and hold harmless Genicom, its
officers, directors, employees and agents from any RCRA civil
liability incurred by them under the state or federal RCRA
program to the extent caused by GE's performance of, or failure
to perform its obligations hereunder including, without
limitation, any civil penalties imposed upon Genicom, to the
extent caused by GE's performance of or failure to perform its
obligations hereunder. GE further agrees, to the extent
reasonably practicable and appropriate, to restore the Facility
to its present general appearance following its performance
hereunder. The parties agree that the limitations on the
foregoing agreement of indemnity are not intended to, and shall
not, limit GE's liability, if any, in the event that Genicom
seeks to recover damages resulting from or be reimbursed for any
expenses, fines or penalties incurred by it as a result of GE's
performance of or failure to perform its obligations under this
Agreement.
If GE delegates authority to Genicom pursuant to paragraph 5
to perform aspects of the work hereunder or, if the Post-Remedy
Cash-Out occurs pursuant to paragraph 18, Genicom agrees to
indemnify and hold harmless GE, its officers, directors,
employees and agents from any RCRA civil liability incurred by
them under the state or federal RCRA program to the extent caused
by Genicom's performance of, or failure to perform the delegated
work including, without limitation, any civil penalties imposed
upon GE, to the extent caused by Genicom's performance of or
failure to perform the delegated work. The parties agree that
the limitations on the foregoing agreement of indemnity are not
intended to, and shall not, limit Genicom's liability, if any, in
the event that GE seeks to recover damages resulting from, or be
reimbursed for any expenses, fines or penalties incurred by it as
a result of Genicom's performance of or failure to perform the
delegated work.
11. GE shall fund seventy (70) percent and Genicom shall
fund thirty (30) percent of Allocable Costs (hereinafter referred
to respectively as GE's and Genicom's "Allocated Shares"). The
foregoing cost allocation is intended to be final and binding
upon both parties subject to the following: If the information
provided to GE pursuant to Paragraphs 9 and 19 hereof discloses
that Genicom was substantially responsible for the Environmental
Conditions at the Facility, and if GE notifies Genicom of the
same, accompanied by a detailed explanation of its basis for
making this determination, within ninety (90) days after all of
the information required to be made available to GE pursuant to
Paragraphs 9 and 19 hereof has been made available, the parties
will meet for the purpose of negotiating appropriate amendments
to this Agreement. Until such amendments are agreed to by the
parties, this Agreement shall remain in effect; provided,
however, that this Agreement shall terminate and become null and
void if the parties do not agree on appropriate amendments within
sixty (60) days after GE's notice to Genicom pursuant to this
Paragraph.
12. Failure by either party to fund its Allocated Share on
a current basis shall constitute a breach of this Agreement and
such breach shall immediately suspend the other party's
obligations hereunder, including without limitation the other
party's obligations to perform the work or to fund its Allocated
Share. In addition, the non-breaching party's payment
obligations with respect to its indemnity obligations under
Paragraph 10 shall also be suspended until such breach has been
cured.
VI. BILLING AND PAYMENT
13. On the effective date of this Agreement, GE shall pay
$350,000 to Genicom as an advance toward GE's obligation to pay
its Allocated Share of Allocable Costs incurred by Genicom prior
to this Agreement. GE shall expeditiously review all claims
submitted by Genicom for Allocable Costs incurred by Genicom
prior to this Agreement. To the extent that during its review,
GE believes that Genicom has provided insufficient documentation
or explanation of such costs, GE shall identify to Genicom the
information necessary for GE to determine whether such costs are
Allocable Costs and Genicom shall promptly provide all requested
additional data, if available, to GE. Within 120 days after
receipt of such claims or the effective date of this Agreement,
whichever is later, GE shall either pay its Allocated Share of
such claims to Genicom or, to the extent that GE is unwilling to
pay such claims on the basis that claimed costs are not Allocable
Costs, or that GE has insufficient information to make a
determination, GE shall provide Genicom with a detailed
explanation of its position. GE shall promptly pay its Allocated
Share of all claimed costs other than any costs which GE
maintains are not Allocable Costs.
14. If Genicom and GE cannot agree on whether pre-Agreement
costs claimed by Genicom are Allocable Costs, as its exclusive
remedy, either party may invoke the procedures established below
in Paragraph 26.
15. In the case of activities undertaken by consultants or
other contractors, each party shall directly pay its Allocated
Share of the contract costs to the contractor. To the extent
that a consultant or contractor allows a discount to one of the
parties, that party shall use its best efforts to cause such
discount to be made available to the other party as well, but, so
long as it uses its best efforts, it shall not be responsible for
discounts not granted to the other party, and it shall have no
obligation to share with the other party any discount granted to
it.
VII. DEALINGS WITH GOVERNMENTAL AUTHORITIES
16. (a) Unless GE delegates authority to Genicom pursuant
to paragraph 6 or the Post-Remedy Cash-Out occurs pursuant
to paragraph 18, the following provisions shall apply: GE
shall have authority to control and make final
determinations respecting all dealings with governmental
authorities concerning the subject matter of this Agreement.
GE shall have the right to take the lead in all telephone
conferences and meetings with governmental authorities which
relate to the subject matter of this Agreement and shall
have the right to specify the content of all written
communications with such authorities and all negotiating
strategies for use with such authorities, concerning the
subject matter of this Agreement. Either party may be
represented in any telephone conference or meeting in which
it is entitled to participate by its employees, contractors
or attorneys. Genicom will not initiate any telephone
conferences or meetings with governmental authorities for
the purpose of discussing matters within the scope of this
Agreement without first informing GE of its intent to do so,
providing GE an opportunity to participate, reviewing the
proposed agenda with GE and receiving GE's approval. To the
extent practicable, GE shall afford Genicom an opportunity
to participate in such telephone conferences or meetings.
(b) If GE delegates authority to Genicom pursuant to
paragraph 6 for a portion of the work involving dealings
with governmental authorities or if the Post-Remedy Cash-Out
occurs pursuant to paragraph 18, the following provisions
apply: Genicom shall take the lead in dealings with
governmental authorities that relate directly to authority
delegated pursuant to paragraph 6 or to post-remedy work in
the event of a Cash-Out under paragraph 18. Genicom shall
take the lead in all telephone conferences and meetings it
initiates with governmental authorities which relate to the
delegated authority or post-remedy work; provided, however, that
Genicom shall afford GE an opportunity to participate in
such telephone conferences or meetings. GE may also
initiate telephone conferences or meetings with governmental
authorities concerning delegated authority or post remedy
work, if necessary, but shall afford Genicom the opportunity
to participate in such telephone conferences or meetings.
Genicom shall take the lead in developing written
communications to and negotiating strategies with
governmental authorities, subject to GE's rights to review
submittals and participate fully in any and all activities
undertaken by Genicom pertaining to the delegated authority
in accordance with paragraph 6 of this Agreement.
(c) Each party shall promptly inform the other of any
communication from a governmental authority regarding the
subject matter of this Agreement to which the other party is
not privy.
17. Genicom shall be responsible for providing, and
promptly at GE's direction shall provide, all necessary
certifications, including without limitation, RCRA manifests, to
governmental authorities, including without limitation the
Commonwealth of Virginia and EPA, respecting any and all work
performed pursuant to this Agreement.
VIII. POST-REMEDY CASH-OUT
18. (a) After the work contemplated by Paragraphs 4(b) and
(c), above, is completed, GE will be afforded an opportunity
to make a single lump sum payment (the "Post-Remedy Cash-Out
Payment") to Genicom which will constitute full performance
and satisfaction of any obligations GE may have hereunder to
perform operation, maintenance or monitoring required under
the Corrective Action Order or the post-closure permit. The
Post-Remedy Cash-Out Payment, which shall be calculated
after all work required by the corrective action and closure
plans is completed, shall be seventy (70) percent of the
present value at that time of the cost of the post-remedy
operation, maintenance and monitoring work. The assumptions
upon which the Post-Remedy Cash-Out Payment is calculated
shall be identified in writing by the parties, but the Post-
Remedy Cash-Out Payment shall not be subject to adjustment
if any of those assumptions proves to be incorrect. If the
parties cannot agree on the amount of the Post-Remedy Cash-
Out Payment, that amount shall be determined by the
procedures established below in Paragraph 26.
(b) The making of the Post-Remedy Cash-Out Payment by
GE pursuant to subparagraph (a) above shall not release GE
from future contingent liability hereunder for future work
related to the Environmental Conditions, on account of
unforeseen future risks, remedy failure or otherwise.
However, at the same time that the Post-Remedy Cash-Out
Payment is under consideration, the parties will use their
best efforts, in good faith, also to agree on a separate
amount which GE may pay to Genicom in exchange for a release
of future contingent liability on the part of GE, if any,
for future work related to the Environmental Conditions, on
account of unforeseen future risks, remedy failure or
otherwise. It is understood that the parties shall not be
obligated to reach agreement with respect to such separate
amount and, if they are unable to do so, no dispute
resolution procedures shall be invoked.
IX. INFORMATION SHARING
19. Genicom shall preserve all existing studies, records,
documents and reports in its or its agents', attorneys' or
consultants' possession, custody or control containing
information relevant to Environmental Conditions. Within thirty
(30) days after execution of this Agreement, Genicom shall make
available to GE for inspection and, to the extent requested by
GE, copying, at the Facility all such studies, records, documents
and reports; provided, however, that Genicom shall not be
required to make available multiple identical copies of the same
document.
20. The parties agree to enter into the Joint Privilege
Agreement attached hereto as Exhibit A. Any information obtained
or received by Genicom or GE pursuant to this Agreement shall be
subject to the Joint Privilege Agreement and shall not be
released or otherwise disclosed to any person or entity not a
party to this Agreement (including, without limitation, any
governmental authority, but not including the parties' attorneys
or consultants who agree to be bound by the non-disclosure
provisions in this Agreement and by the Joint Privilege
Agreement), unless required by law. Before any such legally
compelled disclosure to a third party, the non-disclosing party
shall be provided with sufficient advance notice so as to be
afforded an opportunity to move to prevent such disclosure.
21. Records considered confidential by a party shall not be
withheld for that reason, but shall be made available to the
other party on a confidential basis to be disclosed internally
only on a "need to know" basis; provided, however, that
legitimate claims of attorney-client privilege, attorney work
product protection and other applicable immunities from discovery
shall not be abrogated. Each party shall maintain all documents
or copies of documents received from the other party in a secure
location.
22. Genicom shall have lead responsibility for responding
to or initiating any communications with the news media or the
public regarding activities under this Agreement. Both parties
acknowledge that Genicom has issued a public announcement
("initial press release") concerning this Agreement. The parties
shall also develop, review and approve a question/answer summary
("press summary") to be used in responding to inquiries from
third parties concerning this Agreement. For any communications
which differ from the initial press release or press summary GE
shall have the right to review and approve in advance the content
of such communications. GE shall have the right and opportunity
to review and approve in advance all written communications with
the news media by Genicom. Each party shall promptly inform the
other of any communication from the news media regarding
activities under this Agreement.
23. Any provisions of this Agreement to the contrary
notwithstanding, Genicom agrees that, promptly following the
execution and delivery of this Agreement by the parties hereto,
it will make full and complete public disclosure of the terms
hereof, the environmental situation to which this Agreement
pertains and any material related matters known to it, all as and
to the extent and in the manner required by applicable laws,
rules and regulations (including, without limitation, the
provisions of the federal securities laws of the United States
including Staff Accounting Bulletin 92). Genicom further agrees
that, so long as GE or any of its affiliates owns any stock of
Genicom, it will take all necessary steps in a timely fashion to
maintain compliance with the disclosure requirements of the
aforesaid laws, rules and regulations with regard to the
foregoing matters. Notwithstanding the foregoing (including,
without limitation, Section 22 hereof), it is understood and
agreed that GE shall not be responsible for, and shall have no
obligations or liability with respect to, such disclosure or any
acts or omissions on the part of Genicom with respect thereto.
24. The provisions of this Article shall supersede all
earlier confidentiality agreements between the parties relating
to the subject matter of this Agreement.
X. EXCLUSIVE REMEDY
25. This Agreement is the parties' exclusive recourse for
addressing among themselves the Environmental Conditions.
Neither party may maintain a claim or pursue an action against
the other concerning the Environmental Conditions, except as may
be necessary to enforce this Agreement, or for Genicom or GE to
recover damages or other amounts for which it is entitled to be
reimbursed in actions of the type contemplated by the last
sentence of Paragraph 10. Except as provided herein, the parties
release and covenant not to sue each other from and for all
claims or liabilities concerning environmental conditions or
environmental contamination of any kind at or originating from
the Facility, including without limitation claims arising under
CERCLA, state or local statutory equivalents, and the common law;
provided however, that the foregoing release and covenant not to
sue does not apply to CERCLA claims for hazardous substances
shipped to an off-site facility.
26. The parties agree that any disputes among them under
this Agreement shall be resolved in the following manner, which
shall be the parties' exclusive method for dealing with such
disputes. Each party shall appoint two persons to a joint
committee for the resolution of the dispute. The parties shall
use their best efforts to resolve their differences through the
committee. However, if the parties are unable to reach agreement
within sixty (60) days after the submission of a dispute to the
committee, then, as its exclusive remedy, either party may take
the dispute to final and binding arbitration under the rules of
the American Arbitration Association pursuant to the Virginia
Arbitration Act, Va. Code Ann. 8.01-577, et seq. (1992 Repl.
Vol.).
XI. APPLICABLE LAW
27. This Agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Virginia, without
regard to the principles governing conflicts of laws.
XII. WAIVER
28. No waiver by either party of any default by the other
party in the performance of any requirement of this Agreement
shall be deemed a waiver of, or in any manner release such other
party from performance of any other requirement; nor shall such
waiver be deemed to be a waiver of, or in any manner a release
of, such other party from future performance of the same
requirement. Any delay or omission of either party in the
exercise of any right hereunder shall not impair the future
exercise of any similar right. No waiver of a right created by
this Agreement by one party shall constitute a waiver of such
right by the other party.
XIII. SEVERABILITY
29. Should any provision of this Agreement be deemed
unenforceable for any reason, the remainder of this Agreement
shall continue in effect so long as the purpose of this Agreement
is not nullified by the absence of such provision.
XIV. ASSIGNABILITY
30. Any legal entity which shall succeed by purchase,
merger or consolidation to substantially all of the assets of
either party shall be entitled to the rights and subject to the
obligations of such party under this Agreement. In addition, any
legal entity which shall assume ownership of the Facility may be
assigned the rights and obligations of Genicom under this
Agreement, if GE consents in writing to such assignment. Each
party covenants to the other that it shall cause the surviving
corporation in any such merger, or the successor owner of such
assets or the Facility, as applicable, (the "New Owner") to enter
into a written agreement with the other party hereto (not later
than the effective time of such merger or sale) pursuant to which
the New Owner shall expressly agree to be bound by the terms of
this Agreement (including without limitation Section 25 hereof)
to the same extent and as if such New Owner had been an initial
party to the Agreement. The provisions of the preceding sentence
shall apply to each successor New Owner. Either party may assign
all or a portion of its rights and obligations hereunder to a
corporation with which it is affiliated at the time of such
assignment, provided, however, that such assignment will not
relieve such party of its obligations under this Agreement
without the express written approval of the other party, which
approval shall not unreasonably be withheld. GE acknowledges
that Genicom has granted a security interest in its contract
rights to CIT Group/Credit Finance, Inc. pursuant to the terms of
a Loan and Security Agreement dated as of September 25, 1990, as
amended, and this Agreement is subject to such security interest.
This Agreement shall be binding upon and shall inure to the
benefit of the respective permitted successors and assigns of the
parties.
XV. RESERVATION OF RIGHTS
31. Except as expressly provided herein, each party
reserves all rights, claims and defenses otherwise available to
it, and neither party by entering into this Agreement admits
liability or undertakes any obligations to any third party.
XVI. NO JOINT VENTURE
32. This Agreement is solely for the purposes specified
herein, and under no circumstances will the performance of this
Agreement place GE in operation or control of the Facility,
except as otherwise expressly agreed in writing, nor do the
parties intend to create any joint venture or agency relationship
between themselves.
XVII. GENERAL
33. This Agreement reflects the entire agreement between
the parties and supersedes all prior agreements related to the
same subject matter. This Agreement can be amended, restated or
supplemented only by the written agreement of both parties.
34. The headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
XVIII. NOTICES
35. Any notices, correspondence or other written
communications relating in any way to the terms of this Agreement
or the work to be performed hereunder shall be sent by U.S. Mail
or courier service to the following persons:
Genicom
Mr. James C. Gale
CFO and Senior Vice President
Genicom Corporation
14800 Conference Center Drive
Suite 400
Westfields, Virginia 22021-3806
Telephone: (703) 802-9200
Telecopier: (703) 802-9039
with a copy to:
Jane Whitt Sellers, Esquire
McGuire, Woods, Battle & Boothe
One James Center
Richmond, Virginia 23219
Telephone: (804) 775-1054
Telecopier: (804) 775-1061
GE
Mr. Stephen P. Cline
General Electric Co.
Corporate Environmental Programs
640 Freedom Business Center
P.O. Box 1561
King of Prussia, PA 19406
Telephone: (215) 992-7968
Telecopier: (215) 992-7898
with copies to:
Kirk R. Macfarlane, Esquire
General Electric Co.
Corporate Environmental Programs
640 Freedom Business Center
P.O. Box 1561
King of Prussia, PA 19406
Telephone: (215) 992-7976
Telecopier: (215) 992-7898
Langley R. Shook, Esquire
Sidley & Austin
1722 Eye Street, N.W.
Washington, D.C. 20006
Telephone: (202) 736-8197
Telecopier: (202) 736-8711
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date
first set forth above.
GENICOM CORPORATION
By: _____________________
__________________________ Title: __________________
Witness
GENERAL ELECTRIC COMPANY
By: _____________________
__________________________ Title: __________________
Witness
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JOINT PRIVILEGE AGREEMENT
This Joint Privilege Agreement is entered into by and among the
undersigned counsel on behalf of their respective clients.
WHEREAS, Genicom Corporation ("Genicom") and General Electric
Company ("GE") have entered into a Cooperation Agreement for the purpose of
characterizing and assessing certain Environmental Conditions at a
manufacturing facility in Waynesboro, Virginia, which Genicom acquired from
GE in 1983 ("the Facility"), and identifying and implementing necessary
remedial actions for the Environmental Conditions which may be required by
governmental authorities, including the United States Environmental
Protection Agency ("EPA");
WHEREAS, the undersigned counsel believe that their clients have
a mutuality of interest in jointly investigating and considering the facts
and law pertaining to the on-going EPA proceeding under the Resource
Conservation and Recovery Act ("RCRA") and any related actions or state or
federal proceedings concerning the Environmental Conditions at the facility
(collectively the "on-going RCRA proceeding and related matters");
EXHIBIT A
WHEREAS, the undersigned counsel wish to continue to pursue their
separate but common interests, and to avoid any suggestion of waiver of the
confidentiality of privileged communications and documents;
WHEREAS, it is the intention and understanding of the undersigned
that communications among and between the undersigned and any joint
interviews of prospective witnesses or any interviews obtained by any
counsel who is a party to this agreement with the knowledge, consent, and
on behalf of the other counsel who are parties to the agreement, are
confidential and are protected from disclosure to any third party by our
clients' attorney-client privilege, our own attorney work-product privilege
and other applicable privileges (collectively "privileges");
WHEREAS, the undersigned have mutually concluded that the
respective interests of our clients will be best served by a common and
joint legal effort with respect to the on-going RCRA proceeding and related
matters;
WHEREAS, in order to pursue a joint legal effort effectively, we
have also concluded that, from time to time, the mutual interests of our
respective clients may be best served by sharing documents, factual
material, mental impressions,
memoranda, interview reports, and other information, including the
confidences of each client, all of which will hereinafter be referred to as
"joint privilege materials";
WHEREAS, in the absence of such sharing, these joint privilege
materials would be privileged from disclosure to adverse or other parties
as a result of one or more of the privileges; and
WHEREAS, it is the purpose of this agreement to ensure that the
exchanges and disclosures of joint privilege materials contemplated herein
do not diminish in any way the confidentiality of the joint privilege
materials and do not constitute a waiver of any privilege otherwise
available;
NOW THEREFORE, the parties agree as follows:
Each of the undersigned may obtain and provide joint privilege
materials to any, some, or all other signatories to this agreement, and
that joint privilege materials so obtained by any of the undersigned
counsel shall remain confidential and shall be protected from disclosure to
any third party except as provided herein.
Any joint privilege materials shall be used solely in connection
with the on-going RCRA proceeding and related matters.
Neither we nor our clients will disclose joint privilege
materials, or the contents thereof, to anyone except our respective
clients, attorneys within our firms, or our employees or agents, without
first obtaining the consent of all counsel who are then parties to this
agreement. It is expressly understood that nothing contained herein shall
limit the right of any counsel to disclose any documents or information
obtained from that counsel's client or any information that has been
independently obtained by such counsel.
All persons permitted access to joint privilege materials shall
be specifically advised that the joint privilege materials are privileged
and subject to the terms of this agreement.
We the undersigned will not disclose any joint privilege
materials received from other parties hereto to any counsel who is not a
party to this agreement until such time as the latter has signed a copy of
this agreement and such time as counsel providing the joint privilege
materials consents to such disclosure in writing.
If any other person or entity requests or demands, by subpoena or
otherwise, any joint privilege materials from any of the undersigned or
their clients, that counsel will immediately notify all counsel who are
parties to this agreement whose clients or who themselves may have rights
in said materials, and each counsel so notified will take all steps
necessary to permit the assertion of all applicable rights and privileges
with respect to said joint privilege materials and shall cooperate fully
with all other undersigned counsel in any judicial proceeding relating to
the disclosure of joint privilege materials.
In the event any of the undersigned counsel determines that his
or her client no longer has, or no longer will have, mutuality of interest
in a joint legal effort, he or she will promptly notify the other
undersigned counsel of his or her withdrawal from this agreement, and will
return to the appropriate party all joint privilege materials received
pursuant to this agreement (and destroy all copies), and this agreement
thereupon will be terminated as to that client; provided, however, that no
such termination shall in any event affect or impair the obligations of
confidentiality with respect to joint privilege materials previously
furnished pursuant to this agreement including, without limitation, the
notice obligations set forth in the immediately preceding paragraph.
This agreement memorializes an earlier oral understanding and
agreement between the undersigned pursuant to which joint privilege
materials have been exchanged.
This agreement may be signed in counterparts.
ON BEHALF OF ON BEHALF OF
GENICOM CORORATION GENERAL ELECTRIC COMPANY
_________________________ _________________________
Jane Whitt Sellers Langley R. Shook
McGuire, Woods, Battle & Sidley & Austin
Boothe 1722 Eye Street, N.W.
One James Center Washington, D.C. 20006
901 East Cary Street
Richmond, VA 23219-4030
