-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JiRcyP55ECBQvAhFoB72GrZPD7d6lg3mXZC3oIsyu6poby8AdoZV++IolUzRT0q1 8S0mHtv18F24sIxzbLRlqA== 0000909518-98-000716.txt : 19981124 0000909518-98-000716.hdr.sgml : 19981124 ACCESSION NUMBER: 0000909518-98-000716 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 19981123 GROUP MEMBERS: BARRY I. REGENSTEIN GROUP MEMBERS: FERNANDO DIBENEDETTO GROUP MEMBERS: HANRY A. STANISKAS GROUP MEMBERS: LANGNER JAY B GROUP MEMBERS: MICHAEL RUBIN GROUP MEMBERS: NOAH E. ROCKOWITZ GROUP MEMBERS: PAUL R. POLLACK GROUP MEMBERS: RAYMOND J. REIDER GROUP MEMBERS: RICHARD D. SEGAL GROUP MEMBERS: RIVER ACQUISITION CORP. GROUP MEMBERS: ROCCO DALOIA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON GENERAL CORP CENTRAL INDEX KEY: 0000048948 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 131947395 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-07567 FILM NUMBER: 98757776 BUSINESS ADDRESS: STREET 1: 111 GREAT NECK RD CITY: GREAT NECK STATE: NY ZIP: 11021 BUSINESS PHONE: 5164878610 MAIL ADDRESS: STREET 1: P O BOX 355 CITY: GREAT NECK STATE: NY ZIP: 11022 FORMER COMPANY: FORMER CONFORMED NAME: HUDSON LEASING CORP DATE OF NAME CHANGE: 19711207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANGNER JAY B CENTRAL INDEX KEY: 0001074149 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 111 GREAT NECK ROAD SUITE 600 STREET 2: P O BOX 355 CITY: GREAT NECK STATE: NY ZIP: 11022 BUSINESS PHONE: 5164878610 MAIL ADDRESS: STREET 1: 111 GREAT NECK ROAD STREET 2: SUITE 600 CITY: GREAT NECK STATE: NY ZIP: 11022 SC 13D 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Hudson General Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock 443784 10 3 ------------------------------ -------------- (Title of class of securities) (CUSIP number) Richard D. Segal Jay B. Langner c/o Seavest Partners 111 Great Neck Road 707 Westchester Avenue Suite 600 White Plains, New York 10604 Great Neck, New York 11021 (914) 681-4453 (516) 487-8610 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) November 20, 1998 - -------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section of the Exchange Act but shall be subject to all other provisions of the Exchange Act. (Continued on following page(s)) (Page 1 of 34 Pages) ================================================================================ NYFS10...:\80\57780\0003\1948\FRM0288K.33F
- -------------------------------------------------------- -------------------------------------- CUSIP No. 443784 10 3 13D Page 2 of 34 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Jay B. Langner S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: 00 - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF United States ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 131,254 (1) SHARES ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ---------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 131,254 (1) REPORTING ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 131,254 (1) REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.5% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - --------------------------------------------------------------------------------------------------------- 1] Includes 10,000 shares issuable upon the exercise of presently exercisable options. - -------------------------------------------------------- -------------------------------------- CUSIP No. 443784 10 3 13D Page 3 of 34 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Richard D. Segal S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: 00 - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF United States ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 125,972 (1) OWNED BY ---------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 125,972 (1) - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 125,972 REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.2% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - --------------------------------------------------------------------------------------------------------- 1] Consists of (i) 27,590 shares owned by a partnership of which Mr. Segal is the managing partner, (ii) 37,321 shares owned by a partnership of which Mr. Segal is a co-trustee of certain of the partners thereof, (iii) 31,472 shares owned by Mr. Segal's wife as to which he is attorney-in-fact, (iv) an aggregate of 22,329 shares owned by other members of Mr. Segal's family, as to which he is attorney-in-fact, and (v) 7,260 shares owned by a trust of which he is a co-trustee. Mr. Segal disclaims beneficial ownership of all shares referred to in clauses (ii), (iii), (iv) and (v) of this footnote 1. - -------------------------------------------------------- -------------------------------------- CUSIP No. 443784 10 3 13D Page 4 of 34 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Rocco Daloia S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: Not applicable - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF United States ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ---------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 0 REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - --------------------------------------------------------------------------------------------------------- - -------------------------------------------------------- -------------------------------------- CUSIP No. 443784 10 3 13D Page 5 of 34 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Fernando DiBenedetto S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF,00 - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF United States ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 1,010 (1) SHARES ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ---------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 1,010 (1) REPORTING ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,010 REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.1% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - --------------------------------------------------------------------------------------------------------- 1] Includes 1,000 shares issuable upon the exercise of presently exercisable options. - -------------------------------------------------------- -------------------------------------- CUSIP No. 443784 10 3 13D Page 6 of 34 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Paul R. Pollack S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF,00 - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF United States ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 10,140 (1) SHARES ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ---------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 10,140 (1) REPORTING ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 10,140 REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.6% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - --------------------------------------------------------------------------------------------------------- 1] Includes 8,200 shares issuable upon the exercise of presently exercisable options. - -------------------------------------------------------- -------------------------------------- CUSIP No. 443784 10 3 13D Page 7 of 34 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Barry I. Regenstein S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF,00 - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF United States ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 2,600 (1) SHARES ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ---------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 2,600 (1) REPORTING ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 2,600 REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.1% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - --------------------------------------------------------------------------------------------------------- 1] Consists of 2,600 shares issuable upon the exercise of presently exercisable options. - -------------------------------------------------------- -------------------------------------- CUSIP No. 443784 10 3 13D Page 8 of 34 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Raymond J. Rieder S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF,00 - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF United States ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 2,900 (1) SHARES ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ---------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 2,900 (1) REPORTING ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 2,900 REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.2% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - --------------------------------------------------------------------------------------------------------- 1] Consists of 2,900 shares issuable upon the exercise of presently exercisable options. - -------------------------------------------------------- -------------------------------------- CUSIP No. 443784 10 3 13D Page 9 of 34 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Noah E. Rockowitz S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF,00 - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF United States ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 1,800 (1) SHARES ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ---------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 1,800 (1) REPORTING ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,800 REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.1% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - --------------------------------------------------------------------------------------------------------- 1] Consists of 1,800 shares issuable upon the exercise of presently exercisable options. - -------------------------------------------------------- -------------------------------------- CUSIP No. 443784 10 3 13D Page 10 of 34 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Michael Rubin S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF,00 - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF United States ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 8,430 (1) SHARES ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ---------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 8,430 (1) REPORTING ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 8,430 REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.5% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - --------------------------------------------------------------------------------------------------------- 1] Includes 8,200 shares issuable upon the exercise of presently exercisable options. - -------------------------------------------------------- -------------------------------------- CUSIP No. 443784 10 3 13D Page 11 of 34 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Henry A. Satinskas S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF,00 - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF United States ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 1,656 SHARES ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ---------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 1,656 REPORTING ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,656 REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.1% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - --------------------------------------------------------------------------------------------------------- - -------------------------------------------------------- -------------------------------------- CUSIP No. 443784 10 3 13D Page 12 of 34 - -------------------------------------------------------- -------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: River Acquisition Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: BK - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF United States ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ---------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ---------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ---------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 0 (1) REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - ---------------------------------------------------------------------------------------------------------
1] Does not include shares which may be acquired by the Reporting Group pursuant to the Merger Agreement, subject to the conditions contained therein. See Items 3 and 4 of this Schedule 13D. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Statement of JAY B. LANGNER, RICHARD D. SEGAL, ROCCO DALOIA, FERNANDO DiBENEDETTO, PAUL R. POLLACK, BARRY I. REGENSTEIN, RAYMOND J. RIEDER, NOAH E. ROCKOWITZ, MICHAEL RUBIN, HENRY A. SATINSKAS and RIVER ACQUISITION CORP. Pursuant to Section 13(d) of the Securities Exchange Act of 1934 in respect of HUDSON GENERAL CORPORATION This Report on Schedule 13D relates to the common stock, par value $1.00 per share (the "Common Stock"), of Hudson General Corporation, a Delaware corporation (the "Company"). The Report on Schedule 13D originally filed by Jay B. Langner on September 19, 1974, as amended and supplemented by the amendments thereto previously filed with the Securities Exchange Commission (collectively, the "Langner Schedule 13D"), is hereby amended and supplemented to include the information contained herein, and this Report constitutes Amendment No. 3 to the Langner Schedule 13D. In addition, the Report on Schedule 13D originally filed by Richard D. Segal on June 29, 1982, as amended and supplemented by the amendments thereto previously filed with the Securities Exchange Commission (collectively, the "Segal Schedule 13D"), is hereby amended and supplemented to include the information contained herein, and this Report constitutes Amendment No. 8 to the Segal Schedule 13D. Messrs. Langner, Segal, Daloia, DiBenedetto, Pollack, Regenstein, Rieder, Rockowitz, Rubin and Satinskas and River Acquisition Corp. (each, a "Reporting (Page 13 of 34 Pages) Person") constitute a "group" for purposes of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to their respective beneficial ownership of the Common Stock and are collectively referred to as the "Reporting Group." This Report on Schedule 13D also constitutes the original Report (the "Reporting Group Schedule 13D") of the Reporting Group. The Langner Schedule 13D, the Segal Schedule 13D and the Reporting Group Schedule 13D are collectively referred to as the "Schedule 13D." This Schedule 13D constitutes the first electronic amendment to each of the Langner Schedule 13D and the Segal Schedule 13D. Pursuant to Rule 13d-2(e) under the Exchange Act, this Schedule 13D restates the entire text of such filings as amended and supplemented hereby. The summary descriptions contained in this Report of certain agreements and documents are qualified in their entirety by reference to the complete texts of such agreements and documents filed as Exhibits hereto and incorporated herein by reference. Information contained herein with respect to each Reporting Person is given solely by such Reporting Person, and no other Reporting Person has responsibility for the accuracy or completeness of information supplied by such other Reporting Person. (Page 14 of 34 Pages) ITEM 1. SECURITY AND ISSUER. The information set forth in Item 1 of the Langner Schedule 13D and the Segal Schedule 13D is hereby amended and supplemented by adding the following information thereto, and such information constitutes Item 1 of the Reporting Group Schedule 13D: The principal executive offices of the Company are located at 111 Great Neck Road, P.O. Box 355, Great Neck, New York 11022. The class of securities to which this Report relates is the Common Stock of the Company. ITEM 2. IDENTITY AND BACKGROUND. The information set forth in Item 2 of the Langner Schedule 13D and the Segal Schedule 13D is hereby amended and supplemented by adding the following information thereto, and such information also constitutes Item 2 of the Reporting Group Schedule 13D: Mr. Langner's business address is 111 Great Neck Road, P.O. Box 355, Great Neck, New York 11022 and his principal occupation is Chairman of the Board of Directors and Chief Executive Officer of the Company. The Company, through its 51% ownership interest in Hudson General LLC ("LLC"), provides services at various airports in the U.S. and Canada, including aircraft ground handling; aircraft fueling; fuel management; ground transportation; snow removal; cargo warehousing; and sale, leasing and maintenance of airline ground support equipment. In addition, the Company is a 50% partner in a joint venture to develop approximately 4,000 contiguous acres of land situated in the North Kohala District on the Island of Hawaii. During the last five years, Mr. Langner has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Langner is a United States citizen. (Page 15 of 34 Pages) Mr. Segal's business address is 707 Westchester Avenue, White Plains, New York 10604 and his principal occupation is Chairman and Chief Executive Officer of Seavest, Inc., a private investment company. Mr. Segal has also served as Vice Chairman of the Board of Directors of the Company since February 1998. During the last five years, Mr. Segal has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Segal is a United States citizen. Mr. Daloia's business address is 111 Great Neck Road, P.O. Box 355, Great Neck, New York 11022 and his principal occupation is Vice President--Maintenance & Facilities of the Company. Mr. DiBenedetto's business address is 111 Great Neck Road, P.O. Box 355, Great Neck, New York 11022 and his principal occupation is Senior Vice President--Operations of the Company. Mr. Pollack's business address is 111 Great Neck Road, P.O. Box 355, Great Neck, New York 11022 and his principal occupation is Director, Executive Vice President and Chief Operating Officer of the Company. Mr. Regenstein's business address is 111 Great Neck Road, P.O. Box 355, Great Neck, New York 11022 and his principal occupation is Vice President and Chief Financial Officer of the Company. Mr. Rieder's business address is 111 Great Neck Road, P.O. Box 355, Great Neck, New York 11022 and his principal occupation is Senior Vice President and Chief Marketing Officer of the Company. Mr. Rockowitz's business address is 111 Great Neck Road, P.O. Box 355, Great Neck, New York 11022 and his principal occupation is Senior Vice President, General Counsel and Secretary of the Company. (Page 16 of 34 Pages) Mr. Rubin's business address is 111 Great Neck Road, P.O. Box 355, Great Neck, New York 11022 and his principal occupation is President of the Company. Mr. Satinskas's business address is 111 Great Neck Road, P.O. Box 355, Great Neck, New York 11022 and his principal occupation is Vice President--Transportation Services of the Company. With respect to each of the Reporting Persons other than Messrs. Langner and Segal, during the last five years, none of them has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), nor has any of them been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of such Reporting Persons is a United States citizen. River Acquisition Corp., a Delaware corporation formed by the Reporting Persons ("Newco"), has no business or operations and will be merged with and into the Company, with the Company as the surviving corporation upon consummation of the Merger (as defined below). Newco's business address is c/o Jay B. Langner, 111 Great Neck Road, Suite 600, Great Neck, New York 11021. The Board of Directors of Newco is composed of Messrs. Langner and Segal. Mr. Langner is Chairman of the Board of Directors and President of Newco. Mr. Segal holds the offices of Vice President and Secretary. Mr. Rubin is Vice President and Assistant Secretary. As of the date hereof, Newco has no other officers. For additional information regarding Messrs. Langner, Segal and Rubin, see this Item 2 above. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The information set forth in Item 3 of the Langner Schedule 13D and the Segal Schedule 13D is hereby amended and supplemented by adding the following information thereto, and such information also constitutes Item 3 of the Reporting Group Schedule 13D: On June 22, 1998, the Board of Directors established a Special Committee (the "Special Committee") to consider potential proposals by members of senior management to acquire the Company. (Page 17 of 34 Pages) On November 20, 1998, the Reporting Group was formed and Messrs. Langner and Segal, on behalf of the Reporting Group, transmitted a letter (the "Proposal") to the Special Committee proposing that the Reporting Persons acquire, by merger or other business combination, all of the common stock of the Company not owned by the Reporting Persons at a price of $57.00 per share in cash. On November 22, 1998, the Reporting Group made a revised offer at a price of $57.25 per share in cash, which was accepted by the Company's Special Committee and Board of Directors, and the Company and Newco entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the merger (the "Merger") of Newco with and into the Company. In the Merger, each share of Common Stock of the Company outstanding immediately prior to the time the Merger is consummated (other than shares held by Newco or any of its subsidiaries, which will be cancelled, or shares held by stockholders who have exercised their statutory right under the laws of the state of Delaware to have such shares appraised and be paid the fair value thereof ("Dissenting Shares")) will be converted into the right to receive $57.25 payable entirely in cash, without any interest thereon (such cash paid for the shares of Common Stock is hereinafter referred to as the "Merger Consideration"), and each outstanding share of common stock of Newco will be converted into one share of the common stock of the Company, as the surviving corporation in the Merger (the "Surviving Corporation"). Each outstanding option to purchase Common Stock (other than those owned by certain members of management yet to be determined), whether or not then exercisable, will be cancelled at the closing of the Merger and the holder thereof will be paid an amount in cash equal to the difference between $57.25 and the exercise price of such option. The Reporting Persons have calculated that, assuming there are no Dissenting Shares, approximately $86 million will be required to pay the aggregate Merger Consideration due to stockholders and option holders of the Company at the closing of the Merger. In addition, it is anticipated that an aggregate of approximately $3.5 million will be required to pay all of Newco's other expenses and costs relating to the transactions and for general corporate purposes (the "Merger Expenses"). (Page 18 of 34 Pages) In connection with the submission of the Proposal to the Company (as more fully described in Item 4 of this Schedule 13D), the Reporting Persons delivered to the Company a commitment letter dated November 20, 1998 (the "Commitment Letter"). Pursuant to the Commitment Letter, but subject to the conditions set forth therein, (i) BankBoston, N.A. ("BKB") has agreed to act as administrative agent (in such capacity, the "Agent") on its own behalf and on behalf of European American Bank ("EAB") and The Chase Manhattan Bank ("Chase" and together with BKB and EAB, the "Initial Lenders") for the proposed senior secured revolving credit and term loan facilities aggregating up to $59,579,865 (collectively, the "Facilities") for the purpose of providing the financing for the Merger, (ii) each of the Initial Lenders has agreed to participate on a several, ratable basis for 50%, 25% and 25%, respectively, of the full amount of the Facilities and (iii) BancBoston Robertson Stephens Inc. (the "Arranger" and together with the Initial Lenders, the "BKB Group") has agreed to act as the exclusive arrangement agent and arranger of the Facilities. The BKB Group may syndicate a portion of the Facilities to other banks or financial institutions (together with the Initial Lenders, the "Lenders"). The proceeds of the Facilities will be used (i) to pay the Merger Consideration, (ii) to pay expenses of the Merger and (iii) for working capital and general corporate purposes, including the repurchase of employee-owned stock options. The BKB Group's obligations under the Commitment Letter are subject to, among other things, (i) the negotiation and execution of a definitive credit agreement in respect of the Facilities (the "Credit Agreement") and related documents that are satisfactory in form and substance to the BKB Group and Newco, (ii) the absence of any material adverse change (from that described to the BKB Group in the information previously provided to the BKB Group) in the assets, business, condition (financial or otherwise) or prospects of the Company, Newco and their respective subsidiaries, that would impact the ability of any such entity to perform its respective obligations described in the Commitment Letter, (iii) the absence of any material misstatements or omissions from the materials provided by Newco to the BKB Group for their review in connection with the transactions contemplated by the Commitment Letter and (iv) the absence of any changes in governmental regulation or policy materially and adversely affecting the ability of the Initial Lenders to perform their respective duties as described in the Commitment Letter or otherwise provide financing in connection with the Merger. (Page 19 of 34 Pages) The Commitment Letter contemplates that the definitive Credit Agreement will contain terms and conditions which are customary in transactions of this type, including, without limitation, the following: Borrower. The initial borrower under the Facilities will be Newco. Upon the consummation of the Merger, the Company, as the surviving corporation in the Merger (the "Surviving Corporation"), will become the obligor under the Credit Agreement. The obligor under the Credit Agreement at any particular time is referred to as the "Borrower." Interest Rate. Amounts outstanding under the Facilities will bear interest, at the option of the Borrower, at a rate per annum equal to either: (i) the London interbank offered rate (adjusted for actual reserves)("LIBOR") or (ii) the Alternate Base Rate, in each case, plus the Applicable Margin. The "Alternate Base Rate" or "ABR" is defined as the higher of (x) the Agent's Base Rate as publicly announced from time to time, and (y) 0.50% plus the federal funds rate. The Applicable Margin with respect to the ABR and LIBOR loans under the revolving credit facility and $47,079,865 term loan tranche will be based upon the ratio of adjusted EBITDA to Interest (each as defined). The Applicable Margin for the $7,500,000 term loan tranche is fixed at 3.50% for LIBOR loans and 1.50% for ABR loans. Term. Borrowings under the Facilities will be amortized, and commitments with respect to drawings under the Facilities will be correspondingly reduced, over the five and six year terms of the Facilities in accordance with an agreed schedule. Guarantors. All of the Borrower's obligations under the Facilities will be fully and unconditionally guaranteed by all direct and indirect present and future subsidiaries of the Borrower (collectively, the "Guarantors") other than LLC, Hudson Kohala Inc. and certain other non-operating subsidiaries (collectively, the "Excluded Subsidiaries"). Security. The Facilities will be secured by a first priority security interest in (i) all of the stock of the Borrower and its subsidiaries and (ii) all tangible and intangible assets of the Borrower and its subsidiaries (including the Company but excluding the Excluded Subsidiaries), including any common or preferential ownership units in LLC. (Page 20 of 34 Pages) Conditions. The obligations of the Lender under the Credit Agreement to provide the initial advances pursuant to the Facilities will be subject to usual and customary conditions for credit facilities of that size, type and purpose, including, without limitation, the following: (i) no material adverse change in the condition (financial or otherwise), operation, assets, and/or income of the Borrower, of the Company, of the Borrower and its subsidiaries taken as a whole, or of the Company and its subsidiaries taken as a whole; (ii) delivery by the Borrower of unaudited consolidated financial statements of the Company and its subsidiaries for the period ended December 31, 1998, which shall be satisfactory to the Agent and the Lenders; (iii) absence of material litigation; (iv) no material adverse change in the financial projections previously furnished by Newco to the Agent, the Lenders and the Arranger; (v) minimum cash of the Borrower of not less than approximately $44,600,000 (or such greater amount as is necessary to complete the Merger if fees and expenses incurred in connection therewith exceed those assumed in the calculation of the aggregate amount of the Facilities); (vi) the contemporaneous closing of the $20,000,000 senior secured revolving credit facility (the "LLC Facility") for LLC pursuant to the terms and conditions set forth in the separate commitment letter among the BKB Group and Newco relating to the LLC Facility; and (vii) consummation of the Merger in a manner satisfactory to the Agent and its counsel, including the minimum equity capital contribution to Newco by the Reporting Persons or other members of management in connection with the Merger of at least 280,000 shares and retained options equivalent to shares of Common Stock of the Company. Covenants and Events of Default. The Credit Agreement will contain affirmative and negative covenants and events of default, in each case which are customary for credit facilities of that size, type and purpose. Such affirmative and negative covenants will, among other matters, limit certain activities of the Borrower and require it to satisfy certain ongoing financial requirements. Such events of default will include, among other matters, a cross-default to indebtedness of LLC and an event of default upon a change in control (as defined) of the Company following the Merger. Expiration. The obligations of the BKB Group under the Commitment Letter will expire and terminate automatically if loan documentation satisfactory in form and substance to the BKB Group, the Company and their respective counsel is not executed on or before April 30, 1999. (Page 21 of 34 Pages) ITEM 4. PURPOSE OF TRANSACTION. The information set forth in Item 4 of the Langner Schedule 13D and the Segal Schedule 13D is hereby amended and supplemented by adding the following information thereto, and such information also constitutes Item 4 of the Reporting Group Schedule 13D: The purpose of the formation of the Reporting Group is to acquire the Company through the Merger. The Reporting Persons intend to consummate the Merger and acquire all of the outstanding shares of Common Stock at the earliest practicable date. The Merger Agreement specifies certain conditions which must be satisfied prior to the closing of the Merger, including, among other things, (a) the obtaining of the affirmative vote of a majority of the voting power of the shares owned by stockholders of the Company and a majority of the voting power of such shares (excluding those owned by the Reporting Persons), (b) the expiration of all waiting periods under the Hart-Scott Rodino Antitrust Improvement Act of 1976 with respect to the Merger, (c) the obtaining of the Financing described in the Commitment Letter, (d) that there be no pending or threatened governmental actions or claims or pending third party actions or claims relating to the Merger at the Effective Time and (e) that the total number of Dissenting Shares is no more than 7.5% of the then outstanding shares of Common Stock. As a result of the Merger, (a) all of the outstanding shares of Common Stock (other than Dissenting Shares and shares owned by Newco or any of its subsidiaries) would be cancelled, and the shares of Newco would become the shares of the Surviving Corporation, (b) the Common Stock of the Company would cease to be authorized to be quoted on any national securities exchange, (c) the capital stock of the Company would be removed from registration under the Exchange Act, (d) the directors of Newco would become the directors of the Surviving Corporation and (e) the officers of the Company would become the officers of the Surviving Corporation. The descriptions contained herein of the Merger Agreement and the Proposal are qualified in their entirety by reference to the complete text thereof, copies of which are filed as Exhibits hereto and incorporated by reference herein. The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference herein. (Page 22 of 34 Pages) ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The information set forth in Item 5 of the Langner Schedule 13D and the Segal Schedule 13D is hereby amended and supplemented by adding the following information thereto, and such information also constitutes Item 5 of the Reporting Group Schedule 13D: Reporting Group The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 reports that as of October 31, 1998 there were outstanding 1,744,949 shares of Common Stock. As of the date hereof, the Reporting Persons beneficially own an aggregate of 285,762 shares of Common Stock, or approximately 16.1% of the Common Stock deemed outstanding. With respect to the percentages of outstanding shares set forth in this Schedule 13D, the percentage of outstanding shares (i) for each individual has been calculated as though only the options held by such individual, if any, had been exercised, and (ii) for the Reporting Group has been calculated as though all options held by them had been exercised. By virtue of their status as a "group" for purposes of Rule 13d-5, each of the members of the Reporting Group may be deemed to have shared voting and dispositive power over the shares owned by the other members. However, the filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities held by any other member of the Reporting Group. Jay B. Langner (a) Mr. Langner beneficially owns 131,254 shares of Common Stock (including 10,000 shares issuable upon the exercise of presently exercisable options), constituting approximately 7.5% of the Common Stock outstanding as of October 31, 1998. (b) Mr. Langner has sole voting power and sole investment power with respect to all of the shares of Common Stock referred to in paragraph (a) above. (c) No transactions in the Common Stock were effected by Mr. Langner within the past 60 days. (Page 23 of 34 Pages) (d) Except as set forth above in this Item 5, no other person is know to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (e) Not applicable. Richard D. Segal (a) Mr. Segal may be deemed to be the beneficial owner of 125,972 shares of Common Stock, constituting approximately 7.2% of the outstanding shares of Common Stock as of October 31, 1998. (b) Mr. Segal may be deemed to have shared voting and dispositive power with respect to (i) 27,590 shares of Common Stock owned by Seavest Partners, a partnership of which Mr. Segal is the managing partner, (ii) 37,321 shares of Common Stock owned by Fourth Generation Partners, a partnership of which Mr. Segal is a co-trustee of certain of the partners of such partnership, (iii) 31,472 shares of Common Stock owned by Mr. Segal's wife as to which he is attorney-in-fact, (iv) 3,800 shares of Common Stock owned by Betty L. Bardige because Mr. Segal is one of two individuals designated by Ms. Bardige as her attorney-in-fact, (v) 9,205 shares of Common Stock owned by Wendy S. Masi because Mr. Segal is one of two individuals designated by Ms. Masi as her attorney-in-fact, (vi) 5,930 shares of Common Stock owned by Patricia S. Lieberman because Mr. Segal is one of two individuals designated by Ms. Masi as her attorney-in-fact, (vii) 3,394 shares of Common Stock owned by a revocable trust of which Mr. Segal is a co-trustee and (viii) 7,260 shares of Common Stock owned by a trust of which Mr. Segal is a co-trustee. Mr. Segal disclaims beneficial ownership of the aggregate 98,382 shares of Common Stock, referred to in clauses (ii) through (viii) above, as to which he may be deemed to have shared voting and dispositive power. To Mr. Segal's best knowledge, (i) Schedule 1 hereto contains the information required by Items 2(a), 2(b) and 2(c) of Schedule 13D with respect to each individual with whom Mr. Segal may be deemed to share voting or dispositive power with respect to shares of Common Stock, (ii) none of these individuals has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), (iii) none of these individuals has, during the (Page 24 of 34 Pages) last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws and (iv) those individuals are United States citizens. (c) No transactions in the Common Stock were effected by Mr. Segal within the past 60 days. (d) Except as set forth above in this Item 5, no other person is know to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (e) Not applicable. Rocco Daloia (a) Mr. Daloia does not beneficially own any shares of Common Stock. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. Fernando DiBenedetto (a) Mr. DiBenedetto beneficially owns 1,010 shares of Common Stock (including 1,000 shares issuable upon the exercise of presently exercisable options), constituting approximately 0.1% of the Common Stock outstanding as of October 31, 1998. (b) Mr. DiBenedetto has sole voting power and sole investment power with respect to all of the shares of Common Stock referred to in paragraph (a) above. (c) No transactions in the Common Stock were effected by Mr. DiBenedetto within the past 60 days. (Page 25 of 34 Pages) (d) Except as set forth above in this Item 5, no other person is know to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (e) Not applicable. Paul R. Pollack (a) Mr. Pollack beneficially owns 10,140 shares of Common Stock (including 8,200 shares issuable upon the exercise of presently exercisable options), constituting approximately 0.6% of the Common Stock outstanding as of October 31, 1998. (b) Mr. Pollack has sole voting power and sole investment power with respect to all of the shares of Common Stock referred to in paragraph (a) above. (c) No transactions in the Common Stock were effected by Mr. Pollack within the past 60 days. (d) Except as set forth above in this Item 5, no other person is know to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (e) Not applicable. Barry I. Regenstein (a) Mr. Regenstein beneficially owns 2,600 shares of Common Stock (consisting of 2,600 shares issuable upon the exercise of presently exercisable options), constituting approximately 0.1% of the Common Stock outstanding as of October 31, 1998. (b) Mr. Regenstein has sole voting power and sole investment power with respect to all of the shares of Common Stock referred to in paragraph (a) above. (c) No transactions in the Common Stock were effected by Mr. Regenstein within the past 60 days. (d) Except as set forth above in this Item 5, no other person is know to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (Page 26 of 34 Pages) (e) Not applicable. Raymond J. Rieder (a) Mr. Rieder beneficially owns 2,900 shares of Common Stock (consisting of 2,900 shares issuable upon the exercise of presently exercisable options), constituting approximately 0.2% of the Common Stock outstanding as of October 31, 1998. (b) Mr. Rieder has sole voting power and sole investment power with respect to all of the shares of Common Stock referred to in paragraph (a) above. (c) No transactions in the Common Stock were effected by Mr. Rieder within the past 60 days. (d) Except as set forth above in this Item 5, no other person is know to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (e) Not applicable. Noah E. Rockowitz (a) Mr. Rockowitz beneficially owns 1,800 shares of Common Stock (consisting of 1,800 shares issuable upon the exercise of presently exercisable options), constituting approximately 0.1% of the Common Stock outstanding as of October 31, 1998. (b) Mr. Rockowitz has sole voting power and sole investment power with respect to all of the shares of Common Stock referred to in paragraph (a) above. (c) No transactions in the Common Stock were effected by Mr. Rockowitz within the past 60 days. (d) Except as set forth above in this Item 5, no other person is know to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (e) Not applicable. (Page 27 of 34 Pages) Michael Rubin (a) Mr. Rubin beneficially owns 8,430 shares of Common Stock (including 8,200 shares issuable upon the exercise of presently exercisable options), constituting approximately 0.5% of the Common Stock outstanding as of October 31, 1998. (b) Mr. Rubin has sole voting power and sole investment power with respect to all of the shares of Common Stock referred to in paragraph (a) above. (c) No transactions in the Common Stock were effected by Mr. Rubin within the past 60 days. (d) Except as set forth above in this Item 5, no other person is know to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (e) Not applicable. Henry A. Satinskas (a) Mr. Satinskas beneficially owns 1,656 shares of Common Stock, constituting approximately 0.1% of the Common Stock outstanding as of October 31, 1998. (b) Mr. Satinskas has sole voting power and sole investment power with respect to all of the shares of Common Stock referred to in paragraph (a) above. (c) No transactions in the Common Stock were effected by Mr. Satinskas within the past 60 days. (d) Except as set forth above in this Item 5, no other person is know to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (e) Not applicable. River Acquisition Corp. (a) Newco does not beneficially own any shares of Common Stock. See Item 4 above. (b) Not applicable. (Page 28 of 34 Pages) (c) Not applicable. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The information set forth in Item 6 of the Langner Schedule 13D and the Segal Schedule 13D is hereby amended and supplemented by adding the following information thereto, and such information also constitutes Item 6 of the Reporting Group Schedule 13D: In June and July 1998, each of Messrs. Langner, Segal, Rubin, Pollack, Rockowitz and Regenstein entered into a separate confidentiality agreement (collectively, the "Confidentiality Agreements") regarding discussions or information to be had or provided in respect of the consideration of a possible proposal by members of senior management. By letter dated July 9, 1998 (the "Expense Letter"), the Company agreed to reimburse certain expenses of Messrs. Langner and Segal to be incurred by them in considering the possibility of proposing a transaction to the Company. The Merger Agreement expressly provides, however, that the Expense Letter is superseded by the provisions of the Merger Agreement relating to expense reimbursement. By letter dated November 22, 1998 (the "Contribution Letter"), Messrs. Langner and Segal agreed, subject to the conditions set forth therein, to contribute to Newco an aggregate of 280,000 shares of Common Stock (subject to offset as set forth therein) upon consummation of the Merger. The Reporting Persons (other than Newco) currently contemplate that in connection with the Acquisition each of them would contribute to Newco all of the shares of Common Stock owned by them or in respect of which they have dispositive power; however, the Reporting Persons have not yet formulated definitive plans regarding such equity contributions, the treatment of stock options held by such Reporting Persons and certain other arrangements expected to be made among the members of the Reporting Group regarding ownership interests in Newco. (Page 29 of 34 Pages) The descriptions contained herein of the Confidentiality Agreements, the Expense Letter and the Contribution Letter are qualified in their entirety by reference to the complete text thereof, copies of which are filed as Exhibits hereto and incorporated by reference herein. The information set forth in Items 3 and 4 of this Schedule 13D is hereby incorporated by reference herein. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS 1. Proposal Letter, dated November 20, 1998, from Jay B. Langner and Richard D. Segal to the Special Committee of the Board of Directors of Hudson General Corporation. 2. Agreement and Plan of Merger, dated as of November 22, 1998, between Hudson General Corporation and River Acquisition Corp. 3. Contribution Letter, dated November 22, 1998, from Jay B. Langner and Richard D. Segal to Hudson General Corporation. 4. Commitment Letter, dated November 20, 1998, among BankBoston, N.A., European American Bank, The Chase Manhattan Bank, BancBoston Robertson Stephens Inc., River Acquisition Corp. and Jay B. Langner. 5. Confidentiality Agreement, dated June 30, 1998, between Hudson General Corporation and Jay B. Langner. 6. Confidentiality Agreement, dated June 30, 1998, between Hudson General Corporation and Michael Rubin. 7. Confidentiality Agreement, dated July 1, 1998, between Hudson General Corporation and Noah E. Rockowitz. 8. Confidentiality Agreement, dated July 1, 1998, between Hudson General Corporation and Paul R. Pollack. (Page 30 of 34 Pages) 9. Confidentiality Agreement, dated July 2, 1998, between Hudson General Corporation and Richard D. Segal. 10. Confidentiality Agreement, dated July 6, 1998, between Hudson General Corporation and Barry I. Regenstein. 11. Expense Reimbursement Letter, dated July 9, 1998, from Hudson General Corporation to Jay B. Langner and Richard D. Segal. 12. Joint Filing Agreement, dated as of November 22, 1998, among Jay B. Langner, Richard D. Segal, Rocco Daloia, Fernando DiBenedetto, Paul R. Pollack, Barry I. Regenstein, Raymond J. Rieder, Noah E. Rockowitz, Michael Rubin, Henry A. Satinskas and River Acquisition Corp. (Page 31 of 34 Pages) SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 1998 /s/ Jay B. Langner ----------------------------------------- Jay B. Langner /s/ Richard D. Segal ----------------------------------------- Richard D. Segal /s/ Rocco Daloia ----------------------------------------- Rocco Daloia /s/ Fernando DiBenedetto ----------------------------------------- Fernando DiBenedetto /s/ Paul R. Pollack ----------------------------------------- Paul R. Pollack /s/ Barry Regenstein ----------------------------------------- Barry Regenstein /s/ Raymond J. Rieder ----------------------------------------- Raymond J. Rieder /s/ Noah Rockowitz ----------------------------------------- Noah Rockowitz /s/ Michael Rubin ----------------------------------------- Michael Rubin /s/ Henry A. Satinskas ----------------------------------------- Henry A. Satinskas (Page 32 of 34 Pages) RIVER ACQUISITION CORP. By: /s/ Michael Rubin ----------------------------------------- Michael Rubin Vice President (Page 33 of 34 Pages) Schedule 1 Betty L. Bardige Betty L. Bardige is a homemaker. Ms. Bardige's residence address is 96 Raymond Street, Cambridge, Massachusetts 02138. Wendy S. Masi Wendy S. Masi is a professor at Nova University. Ms. Masi's business address is c/o Nova University, Inc., 3301 College Avenue, Fort Lauderdale, Florida 33314. Patricia S. Lieberman Patricia S. Lieberman is a homemaker. Ms. Lieberman's business address is c/o Seavest Inc., 707 Westchester Avenue, White Plains, New York 10604. Jay B. Langner Jay B. Langner is Chairman of the Board and Chief Executive Officer of Hudson General Corporation. Mr. Langner's business address is c/o Hudson General Corporation, 111 Great Neck Road, P.O. Box 355, Great Neck, New York 11022. Robert A. Lieberman Robert A. Lieberman is Executive Director of Timesteps Productions Inc., a film and video production company. Mr. Lieberman's business address is c/o Timesteps Productions Inc., 2 Glennside Drive, West Orange, NJ 07052. Marilyn Segal Marilyn Segal is a professor at Nova University. Ms. Segal's business address is c/o Nova University, Inc., 3301 College Avenue, Fort Lauderdale, Florida 33314. Monica Segal Monica Segal is a homemaker. Ms. Segal's business address is c/o Seavest, Inc., 707 Westchester Avenue, White Plains, New York 10604. (Page 34 of 34 Pages) EXHIBIT INDEX ------------- Exhibit No. Description --- ----------- 1. Proposal Letter, dated November 20, 1998, from Jay B. Langner and Richard D. Segal to the Special Committee of the Board of Directors of Hudson General Corporation. 2. Agreement and Plan of Merger, dated as of November 22, 1998, between Hudson General Corporation and River Acquisition Corp. 3. Contribution Letter, dated November 22, 1998, from Jay B. Langner and Richard D. Segal to Hudson General Corporation. 4. Commitment Letter, dated November 20, 1998, among BankBoston, N.A., European American Bank, The Chase Manhattan Bank, BancBoston Robertson Stephens Inc., River Acquisition Corp. and Jay B. Langner. 5. Confidentiality Agreement, dated June 30, 1998, between Hudson General Corporation and Jay B. Langner. 6. Confidentiality Agreement, dated June 30, 1998, between Hudson General Corporation and Michael Rubin. 7. Confidentiality Agreement, dated July 1, 1998, between Hudson General Corporation and Noah E. Rockowitz. 8. Confidentiality Agreement, dated July 1, 1998, between Hudson General Corporation and Paul R. Pollack. 9. Confidentiality Agreement, dated July 2, 1998, between Hudson General Corporation and Richard D. Segal. 10. Confidentiality Agreement, dated July 6, 1998, between Hudson General Corporation and Barry I. Regenstein. 11. Expense Reimbursement Letter, dated July 9, 1998, from Hudson General Corporation to Jay B. Langner and Richard D. Segal. 12. Joint Filing Agreement, dated as of November 22, 1998, among Jay B. Langner, Richard D. Segal, Rocco Daloia, Fernando DiBenedetto, Paul R. Pollack, Barry I. Regenstein, Raymond J. Rieder, Noah E. Rockowitz, Michael Rubin, Henry A. Satinskas and River Acquisition Corp. EX-99 2 EXHIBIT 1 Exhibit 1 Jay B. Langner Richard D. Segal c/o Hudson General c/o Hudson General Corporation Corporation 111 Great Neck Road 111 Great Neck Road Great Neck, NY 11021 Great Neck, NY 11021 November 20, 1998 Special Committee of the Board of Directors Hudson General Corporation 111 Great Neck Road Great Neck, New York 11021 Dear Sirs: We are hereby making an offer pursuant to which River Acquisition Corp., a corporation formed by Jay B. Langner and Richard D. Segal ("Newco"), would acquire (the "Acquisition") all of the capital stock of Hudson General Corporation (the "Company") not owned by it at a price per share of $57 in cash. The price we are prepared to pay represents a premium in excess of 10% over the average closing price of the Company's common stock over the past sixty (60) days. Consummation of the proposed transaction would be subject to, among other things, the negotiation and execution of a definitive merger agreement which would provide, among other things, that the obligations of the parties to consummate the Acquisition will be subject to the satisfaction of a number of conditions customarily contained in transactions of this type. BankBoston, N.A., European American Bank and The Chase Manhattan Bank have committed to provide the necessary financing for the transaction and our offer will not be subject to receipt of any other financing. NYFS10...:\80\57780\0003\1948\AGRN038L.34A We and our advisors are prepared to meet with the Special Committee and its advisors in order to answer any questions about our proposal and to present definitive merger and other agreements for prompt consideration and execution. We assume that you will want to make a prompt announcement of our proposal. We are, however, of the view that it is in the best interest of the Company's shareholders that they be made aware of our proposal as promptly as possible, and will therefore release this letter publicly shortly after it is delivered to you and we will also be making appropriate filings to comply with our obligations under the federal securities laws. We hope that the Special Committee will give this offer serious consideration. As you can appreciate, with offers of this kind time is of the essence. Accordingly, if you wish to pursue a possible transaction, please contact Mr. Langner as soon as possible to discuss these matters further. Very truly yours, /s/ Jay B. Langner ----------------------------------- Jay B. Langner /s/ Richard D. Segal ----------------------------------- Richard D. Segal 2 EX-99 3 EXHIBIT 2 Exhibit 2 AGREEMENT AND PLAN OF MERGER BETWEEN HUDSON GENERAL CORPORATION AND RIVER ACQUISITION CORP. DATED AS OF NOVEMBER 22, 1998 NYFS10...:\80\57780\0003\1948\AGR9038U.48K TABLE OF CONTENTS ARTICLE I THE MERGER SECTION 1.01. The Merger...................................... 1 SECTION 1.02. Effective Time.................................. 2 SECTION 1.03. Effects of the Merger........................... 2 SECTION 1.04. Certificate of Incorporation.................... 2 SECTION 1.05. Bylaws.......................................... 2 SECTION 1.06. Directors and Officers.......................... 2 ARTICLE II CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES SECTION 2.01. Conversion of Securities........................ 3 SECTION 2.02. Exchange of Certificates and Cash............... 3 SECTION 2.03. Stock Transfer Books............................ 6 SECTION 2.04. Stock Options; Payment Rights................... 6 SECTION 2.05. Dissenting Shares............................... 6 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY SECTION 3.01. Organization and Qualifications; Subsidiaries... 7 SECTION 3.02. Certificate of Incorporation and Bylaws......... 8 SECTION 3.03. Capitalization.................................. 8 SECTION 3.04. Authority Relative to This Agreement............ 8 SECTION 3.05. No Conflict; Required Filings and Consents...... 9 SECTION 3.06. Opinion of Financial Advisor.................... 10 SECTION 3.07. Board Approval.................................. 10 SECTION 3.08. Brokers......................................... 10 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MERGER SUB SECTION 4.01. Organization and Qualification.................. 11 SECTION 4.02. Authority Relative to This Agreement............ 11 SECTION 4.03. No Conflict; Required Filings and Consents...... 12 i SECTION 4.04. Brokers......................................... 12 SECTION 4.05. Financing....................................... 13 SECTION 4.06. Capitalization of Merger Sub.................... 13 SECTION 4.07. Investigation by Merger Sub..................... 13 ARTICLE V CONDUCT OF BUSINESS PENDING THE MERGER SECTION 5.01. Conduct of Business by the Company Pending the Merger......................................... 14 ARTICLE VI ADDITIONAL COVENANTS SECTION 6.01. Access to Information; Confidentiality.......... 15 SECTION 6.02. Proxy Statement; Schedule 13E-3................. 15 SECTION 6.03. Action by Stockholders.......................... 16 SECTION 6.04. No Solicitation................................. 17 SECTION 6.05. Directors' and Officers' Insurance and Indemnification............................... 18 SECTION 6.06. Further Action; Best Efforts.................... 20 SECTION 6.07. Public Announcements............................ 21 SECTION 6.08. Conveyance Taxes................................ 21 SECTION 6.09. Employee Benefits............................... 21 SECTION 6.10. Commitment Letter Notices....................... 22 SECTION 6.11. Knowledge of Breach............................. 22 ARTICLE VII CLOSING CONDITIONS SECTION 7.01. Conditions to Obligations of Each Party to Effect the Merger.............................. 22 SECTION 7.02. Additional Conditions to Obligations of Merger Sub..................................... 23 SECTION 7.03. Additional Conditions to Obligations of the Company........................................ 24 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER SECTION 8.01. Termination..................................... 24 SECTION 8.02. Effect of Termination........................... 26 SECTION 8.03. Amendment....................................... 26 ii SECTION 8.04. Waiver.......................................... 26 SECTION 8.05. Fees, Expenses and Other Payments............... 26 ARTICLE IX GENERAL PROVISIONS SECTION 9.01. Effectiveness of Representations, Warranties and Agreements..................................... 27 SECTION 9.02. Notices......................................... 27 SECTION 9.03. Certain Definitions............................. 28 SECTION 9.04. Headings........................................ 29 SECTION 9.05. Severability.................................... 29 SECTION 9.06. Entire Agreement................................ 30 SECTION 9.07. Assignment...................................... 30 SECTION 9.08. Parties in Interest............................. 30 SECTION 9.09. Governing Law................................... 30 SECTION 9.10. Submission to Jurisdiction; Waivers............. 30 SECTION 9.11. Enforcement of this Agreement................... 31 SECTION 9.12. Counterparts.................................... 31 Annex A Commitment Letter iii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of November 22, 1998 (the "Agreement"), between HUDSON GENERAL CORPORATION, a Delaware corporation (the "Company"), and RIVER ACQUISITION CORP., a Delaware corporation (the "Merger Sub"). W I T N E S S E T H: WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), Merger Sub will merge with and into the Company (the "Merger") pursuant to which each outstanding share of common stock, par value $1.00 per share, of the Company (the "Common Stock" other than shares owned by Merger Sub), shall be converted into the right to receive $57.25 in cash per share of Common Stock, as more fully set forth herein; WHEREAS, the Board of Directors of the Company, based on the unanimous recommendation of the Special Committee (as defined in Section 3.07), has determined that the Merger is fair to and in the best interests of the Company and its stockholders (other than Merger Sub and its affiliates and members of the Management Group (as defined in Section 9.03)) and has approved this Agreement, the Merger and the other transactions contemplated hereby and has recommended approval and adoption of this Agreement by the stockholders of the Company. NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, the parties hereto agree as follows: ARTICLE I THE MERGER SECTION 1.01. The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.02), Merger Sub shall be merged with and into the Company. Following the Merger, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the "Surviving Corporation"). 1 SECTION 1.02. Effective Time. As soon as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware and by making any related filings required under the DGCL in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as is agreed to by the parties hereto and as is specified in the Certificate of Merger (the "Effective Time" or the "Closing"). SECTION 1.03. Effects of the Merger. From and after the Effective Time, the Merger shall have the effects set forth in the DGCL (including, without limitation, Sections 259, 260 and 261 thereof). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. SECTION 1.04. Certificate of Incorporation. The certificate of incorporation of the Company immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the "Surviving Certificate") until thereafter amended in accordance with the DGCL. SECTION 1.05. Bylaws. The bylaws of Merger Sub immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the Surviving Certificate and the DGCL. SECTION 1.06. Directors and Officers. From and after the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with applicable law, (a) the directors of Merger Sub at the Effective Time shall be the directors of the Surviving Corporation and (b) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation. 2 ARTICLE II CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES SECTION 2.01. Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) Each share of the Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.01(b) and any Dissenting Shares (as defined below)) shall be converted into the right to receive $57.25 in cash, without interest (the "Merger Consideration"). At the Effective Time, each share of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such share (other than shares to be canceled pursuant to Section 2.01(b) and any Dissenting Shares) shall thereafter represent only the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.02, an amount in cash per share equal to the Merger Consideration. The holders of such certificates previously evidencing such shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Common Stock except as otherwise provided herein or by law. (b) Each share of capital stock of the Company (i) held in the treasury of the Company or by any wholly owned subsidiary of the Company or (ii) owned by Merger Sub or any of its subsidiaries shall automatically be canceled, retired and cease to exist without any conversion thereof and no payment shall be made with respect thereto. (c) Each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. SECTION 2.02. Exchange of Certificates and Cash. (a) Exchange Agent. On or before the Closing Date, Merger Sub shall enter into an agreement providing for the matters set forth in this Section 2.02 (the "Exchange Agent Agreement") with a bank or trust company selected by Merger Sub and reasonably acceptable to the Company (the "Exchange Agent"), authorizing such Exchange Agent to act as Exchange Agent in connection with the Merger. Immediately prior to the Effective Time, Merger Sub shall deposit or shall cause to be 3 deposited with or for the account of the Exchange Agent, for the benefit of the holders of shares of Common Stock (other than Dissenting Shares and shares to be canceled pursuant to Section 2.01(b)), an amount in cash equal to the Merger Consideration payable pursuant to Section 2.01(a) (such cash funds are hereafter referred to as the "Exchange Fund"). (b) Exchange Procedures. As soon as reasonably practicable after the Effective Time, Merger Sub will instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Common Stock (other than Dissenting Shares and shares to be canceled pursuant to Section 2.01(b)) (the "Certificates"), (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Merger Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Merger Sub, together with a letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions (collectively, the "Transmittal Documents"), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Common Stock formerly represented by such Certificate, without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered shall thereupon be canceled. In the event of a transfer of ownership of shares of Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be issued and paid in accordance with this Article II to the transferee of such shares if the Certificate evidencing such shares of Common Stock is presented to the Exchange Agent and is properly endorsed or otherwise in proper form for transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting payment of the Merger Consideration must either pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate so surrendered or establish to the Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on such Merger Consideration. Until surrendered in accordance with this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to evidence only 4 the right to receive, upon such surrender, the Merger Consideration for each share of Common Stock formerly represented by such Certificate. The Exchange Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, dividends or other income earned on the investment of cash held in the Exchange Fund shall be for the account of the Surviving Corporation. (c) Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) which remains undistributed to the holders of Common Stock for one year following the Effective Time shall be delivered to the Surviving Corporation, upon demand. Any holders of Common Stock who have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration. (d) No Liability. None of Merger Sub, the Surviving Corporation or the Company shall be liable to any holder of shares of Common Stock for any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Withholding Rights. The Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Common Stock such amounts as the Surviving Corporation or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the United States Internal Revenue Code of 1986, as amended, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or the Exchange Agent. (f) Lost, Stolen or Destroyed Certificates. In the event any Certificates evidencing shares of Common Stock shall have been lost, stolen or destroyed, the holder of such lost, stolen or destroyed Certificate(s) shall execute an affidavit of that fact upon request. The holder of any such lost, stolen or destroyed Certificate(s) shall also deliver a reasonable indemnity against any claim that may be made against Merger Sub or the Exchange Agent with respect to the Certificate(s) alleged to have been lost, stolen or destroyed. The affidavit and any indemnity which may be required hereunder shall be delivered to the Exchange Agent, who shall be responsible for making payment for such lost, stolen or destroyed Certificates(s) pursuant to the terms hereof. 5 SECTION 2.03. Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Common Stock thereafter on the records of the Company. Any Certificates presented to the Exchange Agent or the Surviving Corporation for any reason at or after the Effective Time shall be exchanged for the Merger Consideration pursuant to the terms hereof. SECTION 2.04. Stock Options; Payment Rights. (a) Subject to Sections 2.04(b) and 2.04(c), each Option (as defined below) other than any Options held by Merger Sub which is outstanding immediately prior to the Effective Time, whether or not then exercisable, shall be canceled and the Company Option Plans (as defined below) shall be assumed by the Surviving Corporation, in each case at and as of the Effective Time, and each holder of such canceled Options shall be paid by the Surviving Corporation as soon as practicable, but in any event within five days after the Effective Time, for each such Option, an amount determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share of such Option by (ii) the number of shares issuable upon exercise of such Option, subject to any required withholding of taxes. (b) Prior to the Effective Time, the Company shall use its best efforts to (i) obtain any consents from holders of the Options and (ii) make any amendments to the terms of the Company Option Plans and any Options granted thereunder that, in the case of either (i) or (ii) are necessary or appropriate to give effect to the transactions contemplated by this Section 2.04. (c) In lieu of the cancellation of Options referred to in Section 2.04(a) hereof, prior to the Effective Time Merger Sub may, with the consent of the Com pany (which consent will not be unreasonably withheld), enter into mutually acceptable arrangements with any holder of Options providing that such holder's Options will be treated in a manner other than as provided in Section 2.04(a); provided, however, that in no event will such holder be paid at the Effective Time an amount in cash in excess of the amount such holder would have received had such holder's Options been cancelled in accordance with Section 2.04(a). SECTION 2.05. Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, shares of Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders (i) who shall not have voted in favor of adoption of this Agreement and (ii) who shall be entitled to and shall have demanded properly in writing appraisal for such shares in accordance with Section 262 of the DGCL ("Dissenting Shares"), shall not be converted into or represent the right to receive 6 the Merger Consideration unless such stockholders fail to perfect, withdraw or otherwise lose their right to appraisal. Such stockholders shall be entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of the DGCL. If, after the Effective Time, any such stockholder fails to perfect, withdraws or loses its right to appraisal, such shares of Common Stock shall be treated as if they had been converted as of the Effective Time into a right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates that formerly evidenced such shares of Common Stock in the manner set forth in Section 2.02. (b) The Company shall give Merger Sub prompt notice of any demands for appraisal received by it, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company and relating thereto. Merger Sub shall direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Merger Sub, make any payment with respect to any demands for appraisal, or offer to settle, or settle, any such demands. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to Merger Sub that: SECTION 3.01. Organization and Qualifications; Subsidiaries. The Company and each significant subsidiary of the Company (a "Company Subsidiary") within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is a corporation, partnership or other legal entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite power and authority and all necessary governmental approvals, to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing would not have a Company Material Adverse Effect (as defined below). The Company and each Company Subsidiary is duly qualified or licensed and in good standing to do business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that 7 would not, individually or in the aggregate, have a material adverse effect on the business, assets, results of operations or financial condition of the Company and the Company Subsidiaries, taken as a whole (a "Company Material Adverse Effect"). SECTION 3.02. Certificate of Incorporation and Bylaws. Merger Sub has been given access by the Company to a complete and correct copy of the certificate of incorporation and the bylaws or equivalent organizational documents, each as amended to the date hereof, of the Company and each Company Subsidiary. Such certificates of incorporation, bylaws and equivalent organizational documents are in full force and effect. Neither the Company nor any Company Subsidiary is in violation of any provision of its certificate of incorporation, bylaws or equivalent organizational documents. SECTION 3.03. Capitalization. The authorized capital stock of the Company consists of 7,000,000 shares of Common Stock and 100,000 shares of preferred stock, par value $1.00 per share ("Preferred Stock"). As of October 31, 1998, (a) 1,744,949 shares of Common Stock were outstanding, all of which were validly issued, fully paid and nonassessable; (b) no shares of Preferred Stock were issued and outstanding and no action had been taken by the Board of Directors of the Company with respect to the designation of the rights and preferences of any series of Preferred Stock; (c) 37,100 shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options (the "Options") granted pursuant to the Company's 1981 Non-Qualified Stock Option and Stock Appreciation Rights Plan and 1981 Incentive Stock Option and Stock Appreciation Rights Plan (collectively, the "Company Option Plans"); (d) 357,311 shares of Common Stock and no shares of Preferred Stock were held in the treasury of the Company; (e) no Company Subsidiary owns any shares of the Company's capital stock; and (f) there are no securities of any Company Subsidiary outstanding which are convertible into or exercisable or exchangeable for capital stock of the Company. Except as set forth above, no shares of capital stock or other voting securities of the Company have been issued, are reserved for issuance or are outstanding. All shares of Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. SECTION 3.04. Authority Relative to This Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the 8 Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the adoption of this Agreement by the holders of (x) a majority of the aggregate voting power of the issued and outstanding shares of Common Stock and (y) a majority of the aggregate voting power of the issued and outstanding shares of Common Stock not owned by Merger Sub or the members of the Management Group, (such votes being collectively referred to as the "Company Stockholder Approval"), and the filing and recordation of appropriate merger documents as required by, and in accordance with, the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity. SECTION 3.05. No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the perfor mance of this Agreement and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the Company's Restated Certificate of Incorporation, as amended to the date hereof (the "Company Charter"), or its by-laws, or the certificate of incorporation, by-laws or other equivalent organizational documents of any Company Subsidiary or (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, except, in the case of clause (ii), for any such conflicts, violations, breaches, defaults or other occurrences which (A) would not prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and (B) would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign (each a "Governmental Entity"), except (i) for (A) any applicable requirements of the 9 Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), (B) the pre-merger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (C) the filing and recordation of appropriate merger and similar documents as required by the DGCL, (D) filings under the rules and regulations of the American Stock Exchange, Inc. and (E) filings and consents under any applicable foreign laws, including, without limitation, the antitrust laws or laws intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade and any filings and consents which may be required by any foreign environmental, health or safety laws or regulations pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, (x) would not prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and (y) would not, individually or in the aggregate, have a Company Material Adverse Effect. SECTION 3.06. Opinion of Financial Advisor. Allen & Company Incorporated has delivered to the Special Committee (as defined below) its opinion substantially to the effect that, as of the date hereof, the consideration to be received by the stockholders of the Company (other than Merger Sub and its affiliates and members of the Management Group) pursuant to the Merger is fair to such stockholders from a financial point of view. SECTION 3.07. Board Approval. The Board of Directors of the Company, based on the unanimous recommendation of the Special Committee of the Board of Directors of the Company (the "Special Committee"), at a meeting duly called and held and at which a quorum was present and voting, unanimously (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company's stockholders (other than Merger Sub and its affiliates and members of the Management Group), (b) approved this Agreement, the Merger and the other transactions contemplated hereby, and (c) resolved to recommend approval and adoption of this Agreement by the Company's stockholders. SECTION 3.08. Brokers. No broker, finder or investment banker (other than Allen & Company Incorporated) is entitled to any brokerage, finder's or other fee or commission in connection with this Agreement, the Merger and the 10 other transactions contemplated hereby based upon arrangements made by or on behalf of the Company. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MERGER SUB Merger Sub hereby makes to the Company the representations and warranties set forth below: SECTION 4.01. Organization and Qualification. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. Merger Sub is duly qualified or licensed and in good standing to do business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a material adverse effect on the business, results of operations or financial condition of Merger Sub and its subsidiaries, taken as a whole ("Merger Sub Material Adverse Effect"). SECTION 4.02. Authority Relative to This Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Merger Sub and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Merger Sub and no other corporate proceedings on the part of Merger Sub are necessary to authorize this Agreement or to consummate such transactions (other than the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Merger Sub, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity. 11 SECTION 4.03. No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub do not, and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the certificate of incorporation or by-laws of Merger Sub, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Merger Sub or by which any of its properties or assets are bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice, lapse of time or both, would become a default) under, result in the loss of a material benefit under or give to others any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or any other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affected, except in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which (x) would not prevent or delay consummation of the Merger in any material respect or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respect, or (y) would not, individually or in the aggregate, have a Merger Sub Material Adverse Effect. (b) The execution and delivery of this Agreement by Merger Sub do not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for (A) any applicable requirements, if any, of the Exchange Act, the Securities Act and state takeover laws, (B) the pre-merger notification requirements of the HSR Act and (C) filing and recordation of appropriate merger and similar documents as required by the DGCL and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not (x) prevent or delay consummation of the Merger in any material respect or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respect, or (y) would not, individually or in the aggregate, have a Merger Sub Material Adverse Effect. SECTION 4.04. Brokers. No broker, finder or investment banker (other than Lazard Freres & Co. LLC ("Lazard") and BancBoston Robertson Stephens Inc.) is entitled to any brokerage, finder's or other fee or commission in connection with this Agreement, the Merger and the other transactions 12 contemplated hereby based upon arrangements made by or on behalf of Merger Sub or the members of the Management Group. SECTION 4.05. Financing. Merger Sub has delivered to the Company a true and complete copy of a letter (the "Commitment Letter") executed by BankBoston, N.A., European American Bank, The Chase Manhattan Bank, and BancBoston Robertson Stephens Inc. describing the sources of financing for the transactions contemplated by this Agreement. The amount provided pursuant to the Commitment Letter will be sufficient to provide the funds required by Merger Sub to pay the Merger Consideration pursuant to this Agreement and to pay all fees and expenses required to be paid by Merger Sub in connection with the consummation of the transactions contemplated by this Agreement. Merger Sub agrees to use its best efforts to obtain the financing on the terms contemplated by the Commitment Letter. SECTION 4.06. Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $.01 per share ("Merger Sub Common Stock"). As of the date hereof, 200 shares of Merger Sub Common Stock are outstanding, all of which were validly issued, fully paid and nonassessable. Schedule 4.06 sets forth the ownership of the outstanding shares of Merger Sub as of the date hereof. SECTION 4.07. Investigation by Merger Sub. Merger Sub: (a) acknowledges that, except as set forth in this Agreement, none of the Company, any Company Subsidiary or any of their respective directors, officers, employees, affiliates, agents or representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Merger Sub or the members of the Management Group or their agents, representatives or financing sources prior to the execution of this Agreement; and (b) agrees that, to the fullest extent permitted by law except as provided by this Agreement, none of the Company, any Company Subsidiary or any of their respective directors, officers, employees, stockholders, affiliates, agents or representatives shall have any liability or responsibility whatsoever to Merger Sub on any basis (including without limitation in contract, tort or otherwise) based upon any information provided or made available, or statement made to Merger Sub or the members of the Management Group prior to the execution of this Agreement. 13 ARTICLE V CONDUCT OF BUSINESS PENDING THE MERGER SECTION 5.01. Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, unless Merger Sub shall have consented (which consent shall not be unreasonably withheld), neither the Company nor any Company Subsidiary shall: (a) conduct its business in any manner other than in the ordinary course of business consistent with past practice; (b) amend or propose to amend its certificate of incorporation or by-laws; (c) authorize for issuance, issue, grant, sell, pledge, redeem or acquire for value any of its or their securities, including options, warrants, commitments, stock appreciation rights, subscriptions, rights to purchase or otherwise (other than the issuance of equity securities upon the conversion of outstanding convertible securities or in connection with any dividend reinvestment plan or any Benefit Plan with an employee stock fund or employee stock ownership plan feature, consistent with applicable securities laws, or the exercise of options or warrants outstanding as of the date of this Agreement and in accordance with the terms of such options or warrants in effect on the date of this Agreement); (d) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property, or otherwise, with respect to any of its capital stock or other equity interests, except for (i) the regular semi-annual dividends of $.50 per share which shall be paid consistent with past practice and (ii) dividends and other distributions declared and paid by a Company Subsidiary only to the Company (and also to LAGS (USA) Inc. in the case of Hudson General LLC), or subdivide, reclassify, recapitalize, split, combine or exchange any of its shares of capital stock; (e) take any action, other than reasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures (including tax accounting policies and procedures); 14 (f) take any action that would, or could reasonably be expected to result in, any of its representations and warranties set forth in this Agreement being untrue or in any of the conditions to the Merger set forth in Article VII not being satisfied; or (g) authorize any of, or commit or agree to take any of, the foregoing actions. ARTICLE VI ADDITIONAL COVENANTS SECTION 6.01. Access to Information; Confidentiality. From the date hereof to the Effective Time, the Company shall (and shall cause the Company Subsidiaries and the officers, directors, employees, auditors and agents of the Com pany and each of the Company Subsidiaries to) afford the officers, employees and agents of Merger Sub (the "Merger Sub Representatives") reasonable access at all reasonable times to its officers, employees, agents, properties, offices, plants and other facilities, books and records, and shall furnish such Merger Sub Representatives with all financial, operating and other data and information as may from time to time be reasonably requested. Merger Sub agrees to be bound by the terms of the Confidentiality Agreement, dated as of June 29, 1998, between the Company and Jay B. Langner (the "Confidentiality Agreement"). SECTION 6.02. Proxy Statement; Schedule 13E-3. (a) As soon as practicable after the date of this Agreement, the Company shall prepare and file with the SEC a proxy statement, in form and substance reasonably satisfactory to Merger Sub, relating to the meeting of the Company's stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the "Proxy Statement"). Merger Sub shall furnish to the Company such information concerning itself as the Company may reasonably request in connection with the preparation of the Proxy Statement. The Proxy Statement will comply in all material respects with applicable federal securities laws, except that no representation is made by the Company with respect to information supplied by Merger Sub for inclusion in the Proxy Statement. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to its stockholders. The Proxy Statement shall include the opinion of Allen & Company Incorporated referred to in Section 3.06 hereof. 15 (b) The information provided by each of the Company and Merger Sub for use in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company or (ii) the time of the Company stockholders' meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Merger Sub thereof and take appropriate action in respect thereof. (c) As soon as practicable after the date of this Agreement, Merger Sub, members of the Management Group and the Company shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 ("Schedule 13E-3"), with respect to the Merger. Each of the parties hereto agrees to use its reasonable best efforts to cooperate and to provide each other with such information as any of such parties may reasonably request in connection with the preparation of the Schedule 13E-3. The information provided by each of the Company and Merger Sub for use in the Schedule 13E-3 shall not, at the time the Schedule 13E-3 is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each party hereto agrees promptly to supplement, update and correct any information provided by it for use in the Schedule 13E-3 if and to the extent that it is or shall have become incomplete, false or misleading. SECTION 6.03. Action by Stockholders. Except as otherwise required by the fiduciary duties of the Board of Directors of the Company (as determined in good faith by the Special Committee after consulting with its outside legal counsel): (a) the Company, acting through its Board of Directors, shall, in accordance with applicable law, the Company Charter and the Company's bylaws, duly call, give notice of, convene and hold a special meeting of stockholders (the "Company Stockholders' Meeting") as soon as practicable after the date of this Agreement for the purpose of adopting this Agreement and (b) the Company will, through the Board of Directors based on the recommendation of the Special Committee, (i) recommend to its stockholders the adoption of this Agreement, and (ii) use its best efforts to obtain the Company Stockholder Approval. Merger Sub shall vote all shares of Common Stock owned by it in favor of the adoption of this Agreement. 16 SECTION 6.04. No Solicitation. The Company shall not, and shall not authorize or permit any of its officers, directors, employees or agents to directly or indirectly, solicit, encourage, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than Merger Sub, any of its affiliates or representatives) (collectively, a "Person") concerning any merger, consolidation, tender offer, exchange offer, sale of all or substantially all of the Company's assets, sale of shares of capital stock or similar business combination transaction involving the Company or any principal operating or business unit of the Company or its Subsidiaries (an "Acquisition Proposal"). Notwithstanding the foregoing, (i) if the Company or the Special Committee receives an unsolicited, written indication of a willingness to make an Acquisition Proposal at a price per share which the Special Committee reasonably concludes is in excess of the Merger Consideration from any Person and if the Special Committee reasonably concludes, based upon advice of its financial advisor, that the Person delivering such indication is capable of consummating such an Acquisition Proposal (based upon, among other things, the availability of financing and the capacity to obtain financing, the expectation of receipt of required antitrust and other regulatory approvals and the identity and background of such Person), then the Company or the Special Committee may, directly or indirectly, provide access to or furnish or cause to be furnished information concerning the Company's business, properties or assets to any such Person pursuant to an appropriate confidentiality agreement and the Company or the Special Committee may engage in discussions related thereto, and (ii) the Company or the Special Committee may participate in and engage in discussions and negotiations with any Person meeting the requirement set forth in clause (i) above in response to a written Acquisition Proposal if the Special Committee concludes, upon advice of its legal counsel, that the failure to engage in such discussions or negotiations would be inconsistent with the Special Committee's (and the Board's) fiduciary duties to the Company's stockholders under applicable law. In the event that, after the Company has received a written Acquisition Proposal (without breaching its obligations under clause (i) or (ii) above) but prior to obtaining the Company Stockholder Approval of the Merger, the Special Committee determines, in good faith and upon advice of its financial advisor and legal counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, the Special Committee may do any or all of the following: (x) withdraw or modify the Board of Directors' approval or recommendation of the Merger or this Agreement, (y) approve or recommend an Acquisition Proposal and (z) terminate this Agreement. Furthermore, nothing contained in this Section 6.04 shall prohibit the Company or its Board of Directors, upon the recommendation of the Special Committee, from taking and disclosing to the Company's stockholders a position with respect to a 17 tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to the Company's stockholders or otherwise which, in the judgment of the Special Committee upon advice of legal counsel, is necessary under applicable law or rules of any stock exchange. The Company shall promptly (but in any event within two days) advise Merger Sub in writing of any Acquisition Proposal or any inquiry regarding the making of an Acquisition Proposal including any request for information, the material terms and conditions of such request, Acquisition Proposal or inquiry and the identity of the Person making such request, Acquisition Proposal or inquiry. The Company will, to the extent reasonably practicable, keep Merger Sub fully informed of the status and details (including amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry. SECTION 6.05. Directors' and Officers' Insurance and Indemnification. (a) From and after the consummation of the Merger, the parties shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer or director (the "Indemnified Party") of the Company and its subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement, with the written approval of the Surviving Corporation (which approval shall not be unreasonably withheld), in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director, officer, employee or agent of the Company or any subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under Delaware law or the Company's Certificate of Incorporation, Bylaws or indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Merger, the parties shall cause the Surviving Corporation to, periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection 18 therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto, (b) Merger Sub and the Company agree that all rights to indemnification and all limitations on liability existing in favor of the Indemnified Party as provided in the Company's Certificate of Incorporation and By-laws as in effect as of the date hereof shall survive the Merger and shall continue in full force and effect, without any amendment thereto, for a period of six years from the Effective Time to the extent such rights are consistent with the DGCL; provided that in the event any claim or claims are asserted or made within such six year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims; provided further, that any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under Delaware law, the Company's Certificate of Incorporation or By-laws or such agreements, as the case may be, shall be made by independent legal counsel selected by the Indemnified Party and reasonably acceptable to the Surviving Corporation; and, provided further, that nothing in this Section 6.05 shall impair any rights or obligations of any present or former directors or officers of the Company. (c) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary to effectuate the purposes of this Section 6.05, proper provision shall be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 6.05 and none of the actions described in clauses (i) or (ii) shall be taken until such provision is made. (d) The parties shall cause the Surviving Corporation to maintain the Company's existing officers' and directors' liability insurance policy ("D&O Insurance") for a period of not less than six years after the Effective Date; provided, that the Surviving Corporation may substitute therefor policies of substantially similar coverage and amounts containing terms no less advantageous to such former directors or officers so long as such substitution does not result in gaps or lapses in coverage; provided, further, if the existing D&O Insurance expires or is cancelled during such period, Merger Sub or the Surviving Corporation will use its best efforts to obtain substantially similar D&O Insurance; 19 provided, however, that if the aggregate annual premiums for such D&O Insurance (or successor insurance policy) at any time during such period exceed 200% of the per annum rate of premiums currently paid by the Company for such insurance on the date of this Agreement, then the parties will cause the Surviving Corporation to, and the Surviving Corporation will, provide the maximum coverage that shall then be available at an annual premium equal to 200% of such rate. (e) This Section 6.05 is intended to be for the benefit of, and shall be enforceable by, the Indemnified Parties, their heirs and personal representatives, and shall be binding on the Surviving Corporation and its respective successors and assigns. SECTION 6.06. Further Action; Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger and the other transactions contemplated hereby, and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations or otherwise to consummate and make effective the Merger and the other transactions contemplated hereby, including, without limitation, using its reasonable best efforts to obtain (x) the Financing and (y) all licenses, permits, waivers, orders, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company and the Company Subsidiaries as are necessary for the consummation of the Merger and the other transactions contemplated hereby. (b) Notwithstanding the provisions of Section 6.06(a), nothing contained in this Agreement shall obligate Merger Sub to take any action to consummate the Merger and the other transactions contemplated hereby, the consummation of which is dependent or conditioned on the receipt of any governmental or regulatory approval or consent, in the event that the approval or consent so received specifically includes conditions or restrictions in addition to those imposed by laws and regulations of general applicability as in effect from time to time (including conditions in addition to those imposed by existing laws and regulations which require the prior approval of any governmental or regulatory agency to the taking of any action or the consummation of any transaction), the direct or indirect effect of which is or would be, to restrict, limit or otherwise subject to penalty Merger Sub in the ownership of its assets or the conduct of its business. For purposes of the foregoing, a condition, restriction or 20 limitation arising out of any such approval or consent shall be deemed to be a restriction or limitation on Merger Sub (regardless of whether Merger Sub is a party to or otherwise legally obligated by such consent or approval) to the extent that the taking of an action or the consummation of a transaction by Merger Sub would result in Merger Sub, the Company or any Company Subsidiary being in breach or violation of such consent or approval or otherwise causing such consent or approval to terminate or expire. (c) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. SECTION 6.07. Public Announcements. Merger Sub and the Company shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld; provided, however, that a party may, without the prior consent of the other party, issue such press release or make such public statement as may be required by law, regulation or any listing agreement or arrangement to which the Company or Merger Sub is a party with a national securities exchange or the Nasdaq Stock Market if it has used all reasonable efforts to consult with the other party and to obtain such party's consent but has been unable to do so in a timely manner. SECTION 6.08. Conveyance Taxes. Merger Sub and the Company shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time. SECTION 6.09. Employee Benefits. For the one-year period immediately following the Effective Time, the coverage and benefits provided to those individuals who are employees of the Company immediately prior to the Effective Time (the "Employees") pursuant to employee benefit plans or arrangements maintained by the Surviving Corporation shall not be, in the aggregate, materially less favorable than the coverage benefits provided to the Employees immediately prior to the Effective Time. 21 SECTION 6.10. Commitment Letter Notices. Following receipt by Merger Sub or any of its affiliates of any written or oral communication to the effect that the banks that are parties to the Commitment Letter are contemplating not providing the financing for the Merger or the terminating or cancelling or modifying in any respect of the Commitment Letter, or that the financing for the Merger is unlikely to be obtained, Merger Sub shall immediately communicate such event to the Company and provide the Company with a true and complete copy of any such written communication. SECTION 6.11. Knowledge of Breach. If prior to the Closing Merger Sub or any member of the Management Group shall have actual knowledge of any breach of a representation and warranty or covenant of the Company, Merger Sub shall promptly notify the Company of such knowledge, including the basis of such belief set forth in reasonable detail. If an officer of Merger Sub or any member of the Management Group had actual knowledge prior to the execution of this Agreement of a breach by the Company of any representation, warranty, covenant, agreement or condition of this Agreement, such breach shall not be deemed to be a breach of this Agreement for any purpose hereunder, and neither Merger Sub nor any member of the Management Group shall have any claim or recourse against the Company or its directors, officers, employees, affiliates, controlling persons, agents, advisors or representatives with respect to such breach. ARTICLE VII CLOSING CONDITIONS SECTION 7.01. Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable law: (a) Stockholder Approval. The Company Stockholder Approval shall have been obtained. (b) No Order. No Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Merger or the other 22 transactions contemplated by this Agreement; provided, however, that the parties shall use their reasonable best efforts (subject to Section 6.06(b)) to cause any such decree, judgment, injunction or other order to be vacated or lifted. (c) HSR Act. Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or the Federal Trade Commission challenging or seeking to enjoin the consummation of the Merger, which action shall not have been withdrawn or terminated. SECTION 7.02. Additional Conditions to Obligations of Merger Sub. The obligation of Merger Sub to effect the Merger is also subject to satisfaction or waiver of the following conditions: (a) Representations and Warranties. Each of the representations and warranties of the Company contained in this Agreement, shall be true and correct, in each case as of the Effective Time as though made on and as of the Effective Time, except (i) for changes specifically permitted by this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date and (iii) where the failure to be true and correct would not, individually or in the aggregate with all other such failures, have a Company Material Adverse Effect. (b) Agreement and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Effective Time. (c) Financing. Merger Sub shall have obtained the financing (the "Financing") described in the Commitment Letter attached hereto as Annex A, and the proceeds of such Financing shall have been received by or made immediately available to Merger Sub at or immediately prior to the Closing. (d) Dissenting Shares. On the Closing Date, Dissenting Shares shall aggregate no more than 7.5% of the then outstanding shares of Common Stock. (e) Material Adverse Effect. Subsequent to the date of this Agreement, there shall not have occurred an event or events which, individually or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect, provided, however, that, for the purposes of this Section 7.01(e), the following shall be excluded from the definition of "Company Material Adverse 23 Effect" and from any determination as to whether a Company Material Adverse Effect has occurred or may occur with respect to the Company: the effects of changes that are applicable to (A) the United States and Canada aviation ground services business generally, (B) the United States and Canadian economy generally or (C) the United States securities markets generally. (f) Officer's Certificate. Merger Sub shall have received a certificate of an appropriate officer of the Company to the effect that the conditions set forth in Section 7.02(a), (b), (d) and (e) have been satisfied at the Effective Time. SECTION 7.03. Additional Conditions to Obligations of the Company. The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver of the following conditions: (a) Representations and Warranties. Each of the representations and warranties of Merger Sub contained in this Agreement shall, if qualified by materiality, be true and correct, and if not so qualified, be true and correct in all material respects, in each case as of the Effective Time as though made on and as of the Effective Time, except (i) for changes specifically permitted by this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. (b) Agreement and Covenants. Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Effective Time. (c) Officer's Certificate. The Company shall have received a certificate of an appropriate officer of Merger Sub to the effect that the conditions set forth in Section 7.03(a) and (b) have been satisfied at the Effective Time. ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER SECTION 8.01. Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after adoption of this Agreement by the stockholders of the Company: 24 (a) by mutual consent of the Company (acting through the Special Committee) and Merger Sub; (b) by Merger Sub upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement which has not been cured, or if any representation or warranty of the Company shall have become untrue in any material respect, in either case such that such breach or untruth is incapable of being cured prior to April 30, 1999; (c) by the Company upon a material breach of any covenant or agreement on the part of Merger Sub set forth in this Agreement which has not been cured, or if any representation or warranty of the Company or Merger Sub shall have become untrue in any material respect, in either case such that such breach or untruth is incapable of being cured prior to April 30, 1999; (d) by either Merger Sub or the Company, if any permanent injunction, order, decree, ruling or other action by any Governmental Entity preventing the consummation of the Merger shall have become final and nonappealable; (e) by either Merger Sub or the Company, if the Merger shall not have been consummated before April 30, 1999 (provided that the right to terminate this Agreement under this Section 8.01(e) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date); (f) by Merger Sub if: (i) the Board of Directors of the Company (acting through the Special Committee) shall withdraw, modify or change its recommendation so that it is not in favor of this Agreement or the Merger or shall have resolved to do any of the foregoing; (ii) the Board of Directors of the Company (acting through the Special Committee) shall have recommended or resolved to recommend to its stockholders an Acquisition Proposal; or (iii) the stockholder approval required pursuant to Section 7.01(a) shall not have been obtained by April 30, 1999; (g) by the Company (acting through the Special Committee) as provided in Section 6.04; and (h) by the Company (acting through the Special Committee) if it has received a notice from Merger Sub that the Commitment Letter has been terminated or cancelled. 25 The right of any party hereto to terminate this Agreement pursuant to this Section 8.01 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any party hereto, any person controlling any such party or any of their respective officers or directors, whether prior to or after the execution of this Agreement. SECTION 8.02. Effect of Termination. Except as provided in Section 8.05 or Section 9.01(b), in the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void, there shall be no liability on the part of any party hereto, or any of their respective officers or directors, to the other and all rights and obligations of any party hereto shall cease; provided, however, that nothing herein shall relieve any party from liability for the wilful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. SECTION 8.03. Amendment. Before or after adoption of this Agreement by the stockholders of the Company, this Agreement may be amended by the parties hereto at any time prior to the Effective Time; provided, however, that (a) any such amendment shall, on behalf of the Company, have been approved by the Special Committee and (b) after adoption of this Agreement by the stockholders of the Company, no amendment which under applicable law may not be made without the approval of the stockholders of the Company may be made without such approval. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. SECTION 8.04. Waiver. At any time prior to the Effective Time, either the Company (acting through the Special Committee), on the one hand, or Merger Sub, on the other, may (a) extend the time for the performance of any of the obligations or other acts of the other party hereto, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto and (c) waive compliance by the other party with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby and, with respect to extensions or waivers granted by the Company, if the Special Committee shall have approved such waiver or extension. SECTION 8.05. Fees, Expenses and Other Payments. (a) Subject to paragraph (b) of this Section 8.05, all costs and expenses (including any expenses related to any claims or litigation in connection with the transactions contemplated by this Agreement, or any settlement thereof), including, without limitation, fees 26 and disbursements of counsel, financial advisors and accountants and other out-of-pocket expenses, incurred or to be incurred by the parties hereto in connection with the transactions contemplated hereby (with respect to such party, its "Expenses"), shall be borne solely and entirely by the party which has incurred such costs and expenses; provided, however, that all costs and expenses related to printing and mailing the Proxy Statement shall be borne by the Company. (b) The Company agrees that it will, promptly following receipt of reasonable supporting documentation, pay to Merger Sub the reasonable Expenses incurred by Merger Sub in connection with the transactions contemplated by this Agreement, including any fees or expenses payable pursuant to the Commitment Letter upon such termination, (x) up to a maximum reimbursement amount of $1,750,000, if this Agreement shall be terminated by Merger Sub pursuant to clause (i) and (ii) of Section 8.01(f) hereof or if this Agreement is terminated by the Company pursuant to Section 8.01(g) hereof and (y) up to a maximum reimbursement amount of $875,000, if this Agreement shall be terminated by Merger Sub pursuant to clause (iii) of Section 8.01(f) hereof. ARTICLE IX GENERAL PROVISIONS SECTION 9.01. Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.01(b), the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their respective officers or directors, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIII, except that the agreements set forth in Articles I, II and IX and Section 6.05 shall survive the Effective Time and those set forth in the last sentence of Section 6.01 and Sections 8.02 and 8.05 and Article IX shall survive termination. SECTION 9.02. Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at 27 such other address for a party as shall be specified by like changes of address) or sent by electronic transmission to the telecopier number specified below: (a) If to Merger Sub: c/o Jay B. Langner River Acquisition Corp. 111 Great Neck Road P.O. Box 355 Great Neck, NY 11022 Telecopier No.: (516) 773-0343 with a copy to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attention: Simeon Gold, Esq. Telecopier No.: (212) 310-8007 (b) If to the Company: Hudson General Corporation 111 Great Neck Road P.O. Box 355 Great Neck, NY 11022 Attention: Chief Executive Officer Telecopier No.: (516) 773-0343 with separate copies to: Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 Attention: Daniel E. Stoller, Esq. Telecopier No.: (212) 735-2000 SECTION 9.03. Certain Definitions. For purposes of this Agreement, the term: 28 (a) "affiliate" means a person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person; (b) "business day" means any day other than a day on which (i) banks in the State of New York are authorized or obligated to be closed or (ii) the SEC or The American Stock Exchange, Inc. is closed; (c) "control" (including the terms "controlled," "controlled by" and "under common control with") means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management or polices of a person or entity, whether through the ownership of stock or as trustee or executor, by contract or credit arrangement or otherwise; and (d) "Management Group" means those persons listed on Schedule 9.03(d). (e) "person" means any person or any corporation, partnership, limited liability company or other legal entity. (f) "subsidiary" or "subsidiaries" of any person means any corporation, partnership, joint venture or other legal entity of which such person (either alone or through or together with any other subsidiary) owns, directly or indirectly, at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization. SECTION 9.04. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. SECTION 9.05. Severability. If any term or other provision of this Agree ment 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 the transactions contemplated hereby 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 to the fullest extent permitted by applicable law in an 29 acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. SECTION 9.06. Entire Agreement. This Agreement, together with the Confidentiality Agreement and the other documents delivered in connection herewith, constitutes the entire agreement of the parties and supersedes all prior agreements and undertakings including, without limitation, the letter agreement dated July 9, 1998 relating to reimbursement of expenses, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. SECTION 9.07. Assignment. This Agreement shall not be assigned by operation of law or otherwise and any purported assignment shall be null and void, provided that Merger Sub may assign its rights, but not its obligations, under this Agreement to any of its subsidiaries. SECTION 9.08. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied (other than the provisions of Section 6.05, which provisions are intended to benefit and may be enforced by the beneficiaries thereof), is intended to or shall confer upon any person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. SECTION 9.09. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws rules thereof. SECTION 9.10. Submission to Jurisdiction; Waivers. Each party hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns may be brought and determined in the Court of Chancery, or other courts, of the State of Delaware, and each party hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the nonexclusive jurisdiction of the aforesaid courts. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the courts for any reason other than the failure to serve process in accordance with this Section 9.10, (c) that it, or its property, is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of 30 notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. SECTION 9.11. Enforcement of this Agreement. (a) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity. (b) The parties hereto acknowledge and agree that no director, officer, employee, stockholder, affiliate or representative of Merger Sub shall have any liability whatsoever for any obligation or liability of Merger Sub. SECTION 9.12. 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. 31 IN WITNESS WHEREOF, the Company and Merger Sub have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. COMPANY: HUDSON GENERAL CORPORATION By: /s/ Michael Rubin --------------------------------------- Name: Michael Rubin Title: President MERGER SUB: RIVER ACQUISITION CORP. By: /s/ Jay B. Langner --------------------------------------- Name: Jay B. Langner Title: Chairman 32 EX-99 4 EXHIBIT 3 Exhibit 3 Jay B. Langner Richard D. Segal c/o Hudson General c/o Hudson General Corporation Corporation 111 Great Neck Road 111 Great Neck Road Great Neck, NY 11021 Great Neck, NY 11021 November 22, 1998 Hudson General Corporation 111 Great Neck Road Great Neck, New York 11021 Gentlemen: Reference is hereby made to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of the date hereof, between Hudson General Corporation (the "Company") and River Acquisition Corp. (the "Merger Sub"). As of the Effective Time, subject to the satisfaction or waiver of all of the closing conditions contained in Article VII of the Merger Agreement, we hereby agree, jointly and severally, to contribute 280,000 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Company to the Merger Sub; provided, however, that the number of shares contributed to Merger Sub shall be reduced on a share by share basis for (i) any shares of Common Stock that are contributed by other investors to Merger Sub and (ii) up to 35,000 options to purchase shares of Common Stock retained by other members of the Management Group in lieu of cancellation pursuant to the Merger. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. If the foregoing is acceptable to you, kindly acknowledge your agreement by countersigning this letter agreement below. Very truly yours, /s/ Jay B. Langner ----------------------------------- Jay B. Langner /s/ Richard D. Segal ----------------------------------- Richard D. Segal ACKNOWLEDGED AND AGREED: HUDSON GENERAL CORPORATION By: /s/ Michael Rubin ------------------------------------ Name: Michael Rubin Title: President NYFS10...:\80\57780\0003\2475\LTRN218T.00A EX-99 5 EXHIBIT 4 Exhibit 4 November 20, 1998 River Acquisition Corp. Jay B. Langner Suite 600 111 Great Neck Road Great Neck, New York 11021 Re: River Acquisition Corp. Commitment Letter ----------------------------------------- Ladies and Gentlemen: We are pleased to confirm the commitments of each of BankBoston, N.A. ("BKB"), European American Bank ("EAB") and The Chase Manhattan Bank ("Chase" and together with BKB and EAB, the "Initial Lenders"), subject to the terms and conditions in this letter and in the Summary Terms and Conditions (as defined and referred to below), to provide a senior secured financing (the "Financing") in an aggregate amount not to exceed $59,579,865 or such lesser amount as is calculated in accordance with Annex X attached hereto depending upon the price per share for completion of the Recapitalization (as defined below) on a several, ratable basis according to the respective percentages set forth opposite our names on the signature pages hereto. The Financing will finance the payment by a newly formed special purpose acquisition vehicle (the "HGC Borrower") to be formed by Jay B. Langner and certain other individuals (collectively, the "Investors") of the merger consideration for the acquisition by the HGC Borrower of 100% of the capital stock of Hudson General Corporation, a Delaware corporation ("HGC") not otherwise contributed by the Investors to the HGC Borrower pursuant to the terms of a proposed cash-out merger transaction (the "Recapitalization"). The HGC Borrower will secure its obligations under the HGC Facility with substantially all of its assets, including, upon the consummation of the Recapitalization, the assets of HGC. All subsidiaries of the HGC Borrower and HGC (other than Hudson General LLC ("LLC"), Hudson Kohala, Inc. and other subsidiaries described as Excluded Subsidiaries in the Summary Terms and Conditions (as hereinafter defined)) will, contemporaneously with the consummation of the Recapitalization, guaranty the obligations of the HGC Borrower under the Financing and will secure their obligations under such guaranty with substantially all of their assets. BKB will act as agent (the "Agent") for itself, the other Initial Lenders and any other lending institutions which may become party to the Financing (collectively with BKB, the "Lenders"), and BancBoston Robertson Stephens Inc. ("BRS") will act as the exclusive arrangement agent and arranger for the Lenders (the "Arranger") with respect to the Financing. Based on our discussions and on the financial statements, projections and other information and documents previously furnished to us, we are enclosing herewith an outline of terms and conditions (the "Summary Terms and Conditions"), which set forth the principal terms on which each of the Initial Lenders is committing to provide its portion of the proposed Financing, and the Arranger is committing to act as the Arranger hereunder. This letter, along with the Summary Terms and Conditions, shall together be referred to as the "Commitment Letter". Although the Summary Terms and Conditions sets forth the principal terms of the Financing, you should understand that the Initial Lenders, the Agent and the Arranger reserve the right to propose, and you hereby agree to River Acquisition Corp. Jay B. Langner November 20, 1998 Page 2 negotiate in good faith, terms in addition to these terms which will not substantially change or alter the terms of this commitment and the Summary Terms and Conditions. Moreover, the Summary Terms and Conditions does not purport to include all of the covenant levels, customary representations, warranties, conditions, defaults, definitions and other terms which will be contained in the definitive documents for the transaction, all of which must be reasonably satisfactory in form and substance to us and our counsel and to you and your counsel prior to proceeding with the proposed Financing and which will not substantially change or alter the terms hereof. Our commitments to proceed with the proposed Financing are conditioned on there being no material misstatements in or omissions from the materials which have previously been furnished to us for our review in connection with the transactions contemplated hereby (taking into account all such information and materials) and on there being no material adverse change since the date of such materials in the assets, business or condition (financial or otherwise) or prospects of HGC, the HGC Borrower and their respective subsidiaries, that would impact the ability of any such entity to perform its respective obligations described in the Summary Terms and Conditions. In addition, the proposed Financing is subject to the conditions that no changes in governmental regulation or policy materially and adversely affecting our ability to perform our duties as described in the Commitment Letter or otherwise provide financing in connection with this transaction occur prior to the closing. By your signatures below, you represent and warrant to the Initial Lenders, the Agent and the Arranger that (a) all information that has been and will be made available by you or the HGC Borrower or on your or its behalf to the Initial Lenders, the Agent or the Arranger is and will be true and correct in all material respects and that any financial information included therein fairly presents in all material respects the financial condition (as of the dates thereof) and the results of operations (for the periods covered thereby) of the HGC Borrower, HGC and their respective subsidiaries, and (b) all financial projections concerning the HGC Borrower, HGC and their respective subsidiaries that have been or will be made available by you, the HGC Borrower, HGC or on your or their behalf to the Initial Lenders, the Agent or the Arranger have been and will be prepared in good faith based upon assumptions deemed reasonable by you at the time of preparation. You agree to revise, modify and supplement such information and projections from time to time through the completion of the arrangement process as necessary in order that such information continues to be true and correct in all material respects and that such projections remain in all material respects the Investors' good faith estimate of financial performance. You understand that the Initial Lenders, the Agent and the Arranger and potential Lenders will be using and relying on such information and projections without independent verification thereof and that the Initial Lenders', the Agent's and the Arranger's willingness to proceed with the proposed financing is conditioned upon, among other things, there being no material misstatement in or omissions from such information and projections. By your signatures below, you further agree to permit the Arranger, on or after closing, to publicize information in respect of the Financing (including the Agent's and the Arranger's role in the structuring and financing thereof) subject to your prior reasonable approval of the form and content thereof. You further agree that prior to or after the execution of the definitive documentation for the Financing, each of the Initial Lenders reserves the right to syndicate all or any portion of its commitment hereunder to one or more financial institutions after consultation with the Agent, the Arranger and you, and, upon the receipt of signed commitments from any Lender agreeing to become a party to the Financing with respect to a portion of the facilities, such Initial Lender shall be released from a portion of its commitment hereunder in an aggregate amount equal to the commitment of such Lender. River Acquisition Corp. Jay B. Langner November 20, 1998 Page 3 By your signatures below, you agree that you or the HGC Borrower shall pay all reasonable out-of-pocket costs and expenses (the "Expenses") incurred by (1) BKB, the Agent, the Arranger and their respective agents (including, without limitation, any consultants contemplated herein or in the Summary Terms and Conditions and engaged by BKB, the Agent or the Arranger) in connection with (a) the negotiation, preparation, execution and delivery of this Commitment Letter and the definitive loan and collateral security documentation for the Financing, and (b) the arrangement of the Financing, and (2) the fees of a single counsel engaged by EAB and Chase together, in each case, whether or not the transactions contemplated hereby are consummated. The Expenses shall include, without limitation, reasonable attorneys' fees and expenses, arrangement fees, fees of the Agent's commercial finance examiners, consultants' fees, asset appraisal fees, and other reasonable charges and disbursements and any other reasonable out-of-pocket costs and expenses. All such fees and expenses invoiced at or prior to closing shall be paid on or before the Closing Date. Further, in consideration of the commitments contained herein you agree to pay or to cause the HGC Borrower to pay to the Initial Lenders, the Agent and the Arranger the fees described in the separate letters enclosed herewith (one such letter issued in favor of the Initial Lenders and the other issued in favor of the Agent and the Arranger and together, the "River Acquisition Corp. Fee Letters") on the Closing Date or such other date(s) (including the date of your acceptance of this Commitment Letter) and in the amounts provided in the River Acquisition Corp. Fee Letters. By your signatures below, you further agree to indemnify and hold harmless each of the Initial Lenders, the Agent and the Arranger and their respective officers, directors, employees, affiliates, agents and controlling persons from and against any and all losses, claims, damages and liabilities to which any such person may become subject arising out of, or in connection with, this Commitment Letter, the transactions contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any of such indemnified persons is a party thereto, and to reimburse each of such indemnified persons, from time to time upon their demand, for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing, whether or not the transactions contemplated hereby are consummated, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent that they arise from the bad faith, willful misconduct or gross negligence of such indemnified person. Your obligations to indemnify and to pay or to cause the HGC Borrower to pay the Expenses as set forth in this letter shall remain effective until the initial funding of the Financing under the definitive loan and collateral security documents for the Financing; thereafter, such obligations shall be superseded by the expense reimbursement and indemnification provisions contained in such definitive documents, and you shall have no further such obligations hereunder. You agree that this Commitment Letter and the River Acquisition Corp. Fee Letters are for your confidential use only and that, without the prior written consent of the Agent, none of such agreements will be disclosed by you to any person (including any lender bidding for the financing contemplated by this Commitment Letter) other than (a) any of your respective employees, partners, accountants, attorneys, affiliates and other advisors who are or are expected to become engaged in evaluating, approving, structuring or administering the facilities or rendering legal advice in connection therewith, or (b) to HGC or a special committee of the Board of Directors of HGC in connection with your negotiation of the Recapitalization, and then, in each case, only in connection with the transactions contemplated hereby and on a confidential basis; provided that nothing herein shall prevent you from disclosing such information (i) upon the order of any court or administrative agency or upon the request of any administrative agency or authority, (ii) upon River Acquisition Corp. Jay B. Langner November 20, 1998 Page 4 the request or demand of any regulatory agency or authority, (iii) to the extent that such information has been generally disclosed to the public, other than as a result of a disclosure by you, or (iv) otherwise as required by law. Each of the Initial Lenders, the Agent and the Arranger agrees to keep any confidential information delivered or made available by you to it regarding the HGC Borrower confidential from anyone other than their respective employees, officers, attorneys and other advisors who are or are expected to become engaged in evaluating, approving, structuring or administering the facilities or rendering legal advice in connection therewith, and then, in each case, only in connection with the transactions contemplated hereby and on a confidential basis; provided that nothing herein shall prevent any of the Initial Lenders, the Agent or the Arranger from disclosing such information (a) to potential participants in and assignees of the facilities on a confidential basis and subject to written confidentiality agreements as provided above, (b) upon the order of any court or administrative agency or upon the request of any administrative agency or authority, (c) upon the request or demand of any regulatory agency or authority, (d) to the extent that such information has been generally disclosed to the public, other than as a result of a disclosure by such Initial Lender, the Agent or the Arranger, or (e) otherwise as required by law. This Commitment Letter shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. This Commitment Letter and the River Acquisition Corp. Fee Letters are the only agreements between you, on the one hand, and any or all of us, on the other hand, with respect to the Financing. This Commitment Letter shall not be assignable by you without the prior written consent of the Initial Lenders, the Agent and the Arranger and is intended solely for your benefit and is not intended to confer any benefits upon, or create any rights in favor of any person other than you. This Commitment Letter may not be amended or waived except by an instrument in writing signed by each party hereto. This Commitment Letter may be executed in any number of counterparts, which shall together constitute but one and the same agreement and which counterparts may be by facsimile (to be followed promptly by original counterparts) or by original counterparts. This Commitment Letter shall take effect as a sealed instrument as of the date first hereinabove written. This Commitment Letter is issued with the understanding that, until accepted by you and except as specifically set forth in the preceding paragraphs, it is not intended to give rise to any legal liability on the part of either you or any of the Initial Lenders, the Agent or the Arranger and that the proposal set forth herein shall be considered withdrawn if for any reason you fail to return to Michael J. Blake at BankBoston, N.A., 100 Federal Street, Boston, Massachusetts 02110 by 5:00 p.m. (Boston time) on November 30, 1998 (the "Expiration Date") the enclosed copy of this letter and the accompanying River Acquisition Corp. Fee Letters, signed by you, together with the fees required by the terms of such River Acquisition Corp. Fee Letters to be paid as of the date hereof. [Remainder of page intentionally left blank] River Acquisition Corp. Jay B. Langner November 20, 1998 Page 5 If the foregoing is in accordance with your understanding, please accept this letter in the space indicated below and return it to us on or prior to the Expiration Date. This letter supersedes all of our prior letters and communications to you regarding the subject matter of this letter. Commitment Percentages Very truly yours, Term Loan A: 50% BANKBOSTON, N.A. Term Loan B: 50% Revolving Credit: 50% By: /s/ Michael J. Blake -------------------------------- Name: Michael J. Blake Title: Director EUROPEAN AMERICAN BANK Term Loan A: 25% Term Loan B: 25% Revolving Credit: 25% By: /s/ Pasqualina Coppola -------------------------------- Name: Pasqualina Coppola Title: Assistant Vice President THE CHASE MANHATTAN BANK Term Loan A: 25% Term Loan B: 25% Revolving Credit: 25% By: /s/ William DeMilt -------------------------------- Name: William DeMilt Title: Assistant Vice President BANCBOSTON ROBERTSON STEPHENS INC. By: /s/ Christopher G. Mathon -------------------------------- Name: Christopher G. Mathon Title: Director River Acquisition Corp. Jay B. Langner November 20, 1998 Page 6 River Acquisition Corp. Commitment Letter, Accepted and Agreed to as of this 20th day of November, 1998 RIVER ACQUISITION CORP. By: /s/ Jay B. Langner --------------------------------------- Title: President /s/ Jay B. Langner - ------------------------------------------- Jay B. Langner Annex X Calculation of Financed Amount
@@ - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Price Per Share*+ Term Loan A Term Loan B Revolver Total ----- --- ------- ---- ---- - ---- ---- - -------- ----- $57.25 $47,079,865 $7,500,000 $5,000,000 $59,579,865 $57 $46,705,560 $7,500,000 $5,000,000 $59,205,560 $56 $45,208,340 $7,500,000 $5,000,000 $57,708,340 $55 $43,711,120 $7,500,000 $5,000,000 $56,211,120 $54 $42,213,900 $7,500,000 $5,000,000 $54,713,900 $53 $40,716,680 $7,500,000 $5,000,000 $53,216,680 $52 $39,219,460 $7,500,000 $5,000,000 $51,719,460 $51 $37,722,240 $7,500,000 $5,000,000 $50,222,240 $50 $36,225,020 $7,500,000 $5,000,000 $48,725,020 $49 $34,727,800 $7,500,000 $5,000,000 $47,227,800 $48 $33,230,580 $7,500,000 $5,000,000 $45,730,580 - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- @@
* In the event that the price per share actually agreed upon is not a whole dollar amount, the parties agree that the amount financed shall be modified proportionately to reflect the difference between the nearest whole dollar share price and the actual price agreed upon. + In the event that the price per share is less than $48 per share, the parties agree that the amount financed (as reflected in the Term Loan A and Total columns in the table above) shall be reduced by $1,497,220 for every dollar which the final price per share falls below $48 per share. RIVER ACQUISITION CORP. Summary of Terms and Conditions For Up to $59,579,865 Senior Secured Credit Facilities - -------------------------------------------------------------------------------- Borrower: River Acquisition Corp., a special purpose acquisition vehicle formed by the Investors under the laws of Delaware and to be merged with HGC on the Closing Date. Facilities: (A) Up to $47,079,865 Term Loan A (B) Up to $7,500,000 Term Loan B (C) $5,000,000 Revolving Credit Calculation of the amount of Term Loan A is subject to the terms and conditions contained in Annex X to the Commitment Letter. Use of Proceeds: (A) & (B) To finance the recapitalization of HGC in connection with a privatization transaction (the "Recapitalization") and to pay associated fees and expenses. (C) For working capital and general corporate purposes. Agent: BankBoston, N. A. ("BankBoston" or the "Agent"). Arranger: BancBoston Robertson Stephens Inc. ("BRS"). Lenders: BankBoston and a group of financial institutions reasonably acceptable to BankBoston, BRS and the Borrower. Notwithstanding the foregoing, the Facilities shall be arranged on a pro rata basis with the $20,000,000 Senior Secured Credit Facilities proposed for Hudson General LLC ("LLC") and its subsidiaries in the Commitment Letter and Summary Terms and Conditions dated as of the date hereof and pertaining to LLC (the "LLC Commitment Letter"). Guarantors: All direct and indirect present and future subsidiaries of the Borrower other than LLC, LLC's subsidiaries, Hudson Kohala, Inc. and any subsidiary which (i) has aggregate total assets or a net worth less than $100,000 and (ii) does not engage in business of any kind or nature (such subsidiaries, collectively with LLC and Hudson Kohala, Inc., the "Excluded Subsidiaries"). Closing Date: A mutually agreeable date to be determined, but not later than April 30, 1999. Final Maturity Date: (A) & (C) 5 years from the Closing Date. (B) 6 years from the Closing Date. Availability: (A) & (B) Loans must be borrowed in a single drawing on the Closing Date. (C) Loans may be borrowed repaid and reborrowed from the Closing Date through the Final Maturity Date, subject to compliance with all covenants and terms governing the Facilities. Amortization: (A) & (B) Subject to further due diligence, including review of the Borrower's financial projections, the Term Loans will amortize in quarterly payments aggregating the following amounts annually: Year Term Loan A Term Loan B ---- ----------- ----------- 1 $1,500,000 $0 2 2,000,000 0 3 2,500,000 0 4 32,000,000 0 5 9,079,865 0 --------- 6 7,500,000 --------- Total $47,079,865 $7,500,000 Mandatory Prepayments: Mandatory prepayments from the following sources (which prepayments shall be subject to payment of breakage costs) will be applied initially to Term Loan A until repaid in full and thereafter to Term Loan B to reduce outstanding amounts under each facility in equal installments over each of the remaining years: o 100% of Excess Cash Flow (definition to be determined) in excess of $1,000,000 on an annual basis. o 100% of the net proceeds from asset sales (other than in the ordinary course of business) and equity or new debt offerings o 100% of the net cash proceeds to the Borrower from dividends, distributions and intercompany note collections (in a minimum amount of $9,500,000 within 30 days following the Closing Date) from LLC for the 1998 fiscal year. If any of such payments occur prior to the Closing Date, the minimum cash requirement specified in the Conditions Precedent section of this term sheet shall increase by the amount of such payments and the amount of Term Loan A shall decrease by a corresponding amount. o 100% of the net proceeds from the redemption of HGC's preferred interest in LLC. Voluntary Prepayments: Permitted, subject to payment of breakage costs, if any, in the case of LIBOR Rate loans. Voluntary prepayments shall be applied first to Term Loan A until fully repaid and thereafter to Term Loan B. All prepayments shall be applied to reduce outstanding amounts in equal installments over each of the remaining years. Security: The Revolving Credit, Term Loan A, Term Loan B and obligations to the Lenders under interest rate protection agreements will be collateralized by (a) a perfected first priority security interest in all tangible and intangible assets (subject to exceptions to be determined, which exceptions shall be reasonably acceptable to the Agent and the Lenders) of the Borrower and its subsidiaries (including HGC but excluding the Excluded Subsidiaries), now owned or hereafter acquired, including without limitation the Borrower's interests in the common ownership units of LLC and any preferential ownership in LLC and (b) a pledge of 100% of the equity interests in the Borrower. A double negative pledge will be provided on all assets of the Borrower and its subsidiaries (with exceptions satisfactory to the Borrower, the Agent and the Lenders to be negotiated) not included in the security package for the Lenders. Interest Rates: The Alternate Base Rate ("ABR") or the LIBOR Rate ("LIBOR") plus the Applicable Margin determined quarterly in accordance with the terms set forth on Annex A hereto. Alternate Base Rate shall mean the higher of the Agent's Base Rate as announced from time to time, or the Federal Funds rate plus 0.50%. Interest Payments: For Alternate Base Rate loans, at the end of each fiscal quarter. For LIBOR Rate loans, at the end of each Interest Period, or quarterly, if earlier. Interest will be calculated on an actual/365 day basis for Alternate Base Rate Loans and on an actual/360 day basis for LIBOR Rate loans. Interest Periods: For LIBOR Rate loans, 1, 2, 3 or 6 months, subject to availability. Fees: Per the Fee Letters. Interest Rate Protection: Within 90 days following the Closing Date, the Borrower will obtain interest rate protection in an amount and tenor satisfactory to the Borrower, the Agent and the Lenders and at a rate level satisfactory to the Borrower and the Agent. Conditions Precedent: Usual and customary in transactions of this type, including without limitation, the following: o Satisfactory representations and warranties and execution and delivery of satisfactory documentation including without limitation loan documentation, security documentation, merger agreements and any other agreements deemed necessary or appropriate by the Agent or the Lenders in connection with the proposed Facilities and the Recapitalization. o Satisfactory corporate and capital structure of the Recapitalization including without limitation (i) minimum equity capital contribution by the Investors of at least 280,000 shares and retained options equivalent to shares of HGC in the Recapitalization, at least 245,000 of which shall be shares of HGC, (ii) minimum cash of the Borrower of not less than $35,000,000 (or such greater amount as is necessary to complete the Recapitalization if fees and expenses incurred in connection therewith exceed those assumed in the calculation of Annex X) at the time of the Recapitalization, and (iii) satisfactory limitations on the types of investments to be made by HGC and all subsidiaries including LLC and its subsidiaries. o The Recapitalization shall be completed at a maximum share price of $57.25 per share to public shareholders. o The Agent's and the Lenders' satisfaction that the Recapitalization and the Financing comply with all applicable laws, including securities laws. o Successful completion (but for the funding of the Facilities) of the Recapitalization in accordance with applicable law and documentation satisfactory in form and substance to the Agent and the Lenders (which documentation shall not have been amended, waived or modified). o Receipt and review of unaudited consolidated financial statements of HGC and its subsidiaries for the fiscal period ended December 31, 1998, which financial statements shall be reasonably satisfactory in form and substance to the Agent and the Lenders. o The Lenders, the Agent and the Arranger having received all fees and expenses payable in connection with the Facilities described herein. o There being no material adverse change in the final financial projections received by the Agent and the Lenders on October 20, 1998 (other than variations resulting from seasonal weather conditions). o No material misstatements in or omissions from the materials previously furnished to the Agent and the Lenders for their review. The Agent and the Lenders must be satisfied that any financial statements delivered to them fairly present the business and financial condition of the Borrower or, as the case may be, HGC and its subsidiaries. o Absence of any material adverse change in the condition (financial or otherwise), operations, assets, and/or income of the Borrower, of HGC, of the Borrower and its subsidiaries taken as a whole, or of HGC and its subsidiaries taken as a whole; and absence of any default or event of default under any material contract or agreement. o Satisfactory review of all material pending or threatened litigation (with the Agent and the Lenders agreeing that they are satisfied with the status of the litigation disclosed in the June 30, 1998 10-K of HGC and the September 30, 1998 10-Q of HGC); absence of any material contingent liabilities; absence of actual or threatened litigation or other proceedings challenging the Recapitalization, the Financing or any transactions contemplated herewith or therewith, which could reasonably be expected to have a materially adverse effect on (a) the assets, liabilities, business, or business prospects of the Borrower, of HGC, of the Borrower and its subsidiaries taken as a whole, or of HGC and its subsidiaries taken as a whole; (b) the ability of the Borrower or its subsidiaries to perform its obligations under the loan or collateral security documents; or (c) the rights and remedies of the Agent or the Lenders under the loan or collateral security documents. o All governmental and third-party consents and approvals necessary or advisable in connection with the Facilities, the Recapitalization and the continuing operations of the Borrower and HGC shall have been obtained and shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose materially adverse conditions on the Borrower, the Recapitalization or any of the transactions contemplated in connection herewith or therewith. o The proposed financing is subject to the conditions that none of the Lenders shall have breached its obligations under this Commitment Letter or under the LLC Commitment Letter (it being understood that withdrawal of a commitment as a result of any of the conditions set forth in the Commitment Letter, this Summary of Terms and Conditions or any related fee letter not being satisfied shall not constitute a breach) and that no material changes in governmental regulations or policies affecting the Borrower, HGC, the Agent, Arranger or Lenders involved in this transaction occur prior to the Closing Date. o The contemporaneous closing of the $20,000,000 senior secured financing of LLC pursuant to the terms and conditions set forth in the LLC Commitment Letter, and the termination of HGC's and LLC's existing credit facilities, together with the release or assignment of all liens and security interests securing the obligations thereunder. o Other conditions precedent specific to this transaction and typical of facilities of this type, including the Agent's receipt of satisfactory applicable corporate and shareholder approval of the Financing and the Recapitalization, evidence of the completion of adequate corporate formalities, together with satisfactory legal opinions, a solvency opinion (after giving effect to the Recapitalization), UCC search results, and all filings, documents and items deemed necessary or appropriate by the Agent in order to ensure the first priority security interest of the Agent, for the benefit of the Lenders, in the collateral. Reporting Requirements: Periodic financial reporting with respect to the Borrower and its subsidiaries, including, but not limited to, the following: certified annual audited financials, quarterly financials, quarterly compliance certificates, annual budgets and other information that may from time to time be requested by the Agent, Arranger or any of the Lenders. Financial Covenants: Financial covenants, to be determined, will be satisfactory to the Agent and the Lenders and will be typical of those found in senior credit agreements of this type and will include without limitation the following: o Maximum Funded Debt/Adjusted EBITDA o Minimum Interest Coverage o Minimum Debt Service Coverage o Minimum Net Worth or equivalent Other Terms and Conditions: Customary for facilities of this type, including without limitation, the following, in each case reasonably satisfactory in form and substance to the Agent and the Lenders: o Customary affirmative covenants. o Limitations on capital expenditures, dividends, redemptions, liens, indebtedness, negative pledges, contingent liabilities, investments, affiliate transactions, mergers, acquisitions, asset sales, sale leasebacks, etc. o Customary events of default including without limitation a cross-default to other indebtedness (including a cross-default to indebtedness of LLC) and a change in control default. o Restriction on material amendment or other modification of any of the organizational documents of the Borrower or its subsidiaries (other than such amendments as are completed on or prior to the Closing Date and are necessary to the accomplishment of the Recapitalization and are satisfactory to the Agent and the Lenders). Assignments and Participations: Usual and customary for transactions of this type and size. Each Lender may assign all or a portion of its loans and commitments under the Facilities, or sell participations therein, to another person or persons, provided that each such assignment shall be in a minimum amount of $2,500,000 (or if less, such Lender's entire commitment), shall only be permitted in connection with the acceptance by the applicable assignee of a pro rata portion of such Lender's interest in the facilities provided pursuant to the LLC Commitment Letter, and shall be subject to certain conditions, including but not limited to, the approval of the Borrower (so long as no Event of Default has occurred) and the Agent, such approvals not to be unreasonably withheld. Each assignment shall be subject to payment to the Agent by the assigning Lender of an assignment fee of $3,500. Arrangement: The Borrower or the Investors will provide all information (including pro forma financial projections), in a form reasonably acceptable to the Agent and Arranger, necessary for the preparation of an information memorandum describing the Borrower, HGC, the Facilities and any related transactions. Such package will be distributed on a confidential basis to selected financial institutions. In addition, the management of HGC and the Investors will, at the request of the Agent or Arranger, hold themselves and their advisors available at reasonable times to meet with potential lenders and to answer questions during the arrangement process. Voting Rights: Waivers and amendments must be approved by the Required Lenders provided, however, that increases of commitments, reductions in interest rates or fees, extensions of maturity, postponement of required principal payments, release of any guaranty or any substantial part of the collateral, or change to the definition of Required Lenders will require consent from 100% of the Lenders. Required Lenders means any two or more Lenders holding at least 66-2/3% of the outstanding Loans and unused Commitments. Expenses and Indemnification: Without limiting the Commitment Letter, Borrower will pay all reasonable fees and expenses incurred by the Agent and Arranger in connection with the preparation and execution of the Facilities. These will include, without limitation, legal, arrangement, collateral examination, tax consultant, appraisal, environmental survey and other direct out-of-pocket expenses. Without limiting the Commitment Letter, the Borrower will indemnify and hold harmless the Agent, Arranger and the Lenders (and their respective directors, officers, employees and agents) against any damages, loss, liability, cost or expense incurred in respect of the financing contemplated hereby or the use or the proposed use of proceeds thereof (except to the extent resulting from the gross negligence or willful misconduct of the indemnified party). Governing Law: Commonwealth of Massachusetts. Agent and Arranger's Counsel: Bingham Dana LLP Annex A -------
Revolving Credit and Adjusted Term Loan A Interest Rate: Level EBITDA/Interest ABR + LIBOR + ----- --------------- ----- ------- I (less than) 1.50x 1.00% 3.00% II (greater than) = 1.50x 0.75% 2.75% III (greater than) = 2.00x 0.50% 2.50% IV (greater than) = 2.50x 0.25% 2.25%
The Pricing Grid notwithstanding, pricing would not be lower than Level I until delivery of the compliance certificate for the period ending June 30, 1999. Adjusted EBITDA shall be measured on a rolling four quarter basis (including periods prior to the Recapitalization) and shall be adjusted to reflect cash earnings of the Borrower. Pricing for Term Loan B shall be LIBOR + 3.50% or ABR + 1.50% without reference to the Pricing Grid. Default Pricing: Upon the occurrence and continuance of an Event of Default, the Facilities will accrue interest at the Applicable Margin or spread over the Alternate Base Rate plus 2%. Commitment Fee: 0.375% per annum on the unused portion of the Revolving Credit facility, payable quarterly in arrears. EX-99 6 EXHIBIT 5 Exhibit 5 HUDSON GENERAL CORPORATION 111 Great Neck Road Great Neck, New York 11022 June 30, 1998 Mr. Jay B. Langner Hudson General Corporation 111 Great Neck Road Great Neck, New York 11022 Dear Jay: You have informed Hudson General Corporation (the "Company") that you, together with certain other directors or executives of the Company, are considering the possibility of proposing to the Company a transaction which would result in you and other members of the Company's management becoming the owner of all the outstanding shares of common stock of the Company (the "Transaction"). In connection with your evaluation of a potential Transaction, you have requested that the Company furnish you with certain information relating to the Company which is non-public, confidential or proprietary in nature. All such information (whether written, computerized or oral) furnished (whether before or after the date hereof) by the Company or its directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys or accountants) or agents (collectively, the "Company Representatives") to you or your representatives (including, without limitation, financial advisors, attorneys, accountants or prospective lenders or other financing sources) or agents (collectively, "your Representatives") and all analyses, compilations, forecasts, studies, summaries, notes, data and other documents and materials in whatever form maintained, whether prepared by you or your Representatives or others, which contain or reflect, or are generated from, any such information or which reflect your or your Representatives' review of, or your interest in, the Transaction is hereinafter referred to as the "Information." As a condition to, and in consideration of the Company engaging in further discussions with you and providing you with the Information, you acknowledge and agree, as set forth below, to treat confidentially the Information and any other information furnished to you. NYFS10...:\80\57780\0003\1948\LTRN108Z.280 You agree that the Information will not be used other than for the purpose described above, and that the Information will be kept confidential by you and your Representatives; provided, however, that (i) the Information may be disclosed to your Representatives who need to know such Information for the purpose described above (it being understood that (a) such Representative shall be informed by you of the confidential nature of the Information, shall be directed by you to treat the Information confidentially and not to use it other than for the purpose described above and shall agree to be bound by the terms of this Agreement, and (b) in any event, you shall be responsible for any breach of this Agreement by any of your Representatives), and (ii) any other disclosure of the Information may be made if the Company has, in advance, consented to such disclosure in writing. You will make all reasonable, necessary and appropriate efforts to safeguard the Information from disclosure to anyone other than as permitted hereby. Nothing contained herein shall in any way limit your ability, in your capacity as an officer or director of the Company, from using the Information in connection with conducting the business and affairs of the Company. In addition, without the Company's prior consent, you will not, and will direct your Representatives not to, disclose to any person either the fact that the Information has been made available to you or that this Agreement exists or that discussions are taking place between you and the Company concerning a possible transaction, or other facts with respect to such discussion, including the status thereof. The term "person" as used in this letter shall be interpreted very broadly and shall include without limitation any corporation, company, partnership, individual or group. Notwithstanding the foregoing, if you or any of your Representatives is requested or required (by oral question or request for information or documents in legal proceedings, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Information, you will promptly notify the Company of such request or requirement so that the Company may seek an appropriate protective order and/or waive your compliance with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, you or any of your Representatives is nonetheless, in the reasonable written opinion of your counsel, compelled to disclose the Information to any tribunal, you or your 2 Representative, after notice to the Company, may disclose such Information to such tribunal. You shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information so disclosed. You or your Representative shall not be liable for the disclosure of the Information hereunder to a tribunal compelling such disclosure unless such disclosure to such tribunal was caused by or resulted from a previous disclosure by you or your Representatives not permitted by this Agreement. If you determine that you do not wish to enter into the Transaction with the Company, you will promptly advise the Company of this fact. In such case or in the event that no Transaction between you and the Company is effected within a reasonable time after the Information is furnished to you, or if the Company requests the Information for any reason whatsoever, you will promptly, upon the Company's request, deliver to the Company all documents furnished by the Company or the Company Representatives to your Representatives constituting the Information. All oral Information will remain subject to the terms and provisions of this Agreement. Although you understand that the Company has endeavored to include in the Information any information known to the Company which the Company believes to be relevant for the purpose your investigation of the Company, you further understand that the Company does not make any representation or warranty, either express or implied, as to the accuracy or completeness of the Information. You agree that neither the Company nor any of the Company Representatives shall have any liability to you or any of your Representatives resulting from the use of the Information by you or your Representatives. It is further understood and agreed that no failure or delay 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 hereunder. You acknowledge and agree that the Company would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by you or your 3 Representatives. It is accordingly agreed that the Company shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which the Company may be entitled, at law or in equity. This Agreement shall constitute the entire agreement between the parties with regard to the subject matter hereof and shall be deemed to modify the confidentiality provisions of any existing agreements between you and the Company as the same would otherwise relate to a potential Transaction. No modification, amendment or waiver shall be binding without the written consent of the parties hereto. This Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed within such State without regard to conflicts of law principles thereof. This Agreement may be executed in counterparts, each deemed to be an original, but both of which shall constitute the same agreement. If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this letter whereupon this letter will constitute our agreement with respect to the subject matter hereof. Very truly yours, HUDSON GENERAL CORPORATION By: /s/ Edward J. Rosenthal ----------------------------------- Name: Edward J. Rosenthal Title: Member of the Special Committee of the Board of Directors Agreed to and Accepted: /s/ Jay B. Langner - ------------------------------------- Jay B. Langner 4 EX-99 7 EXHIBIT 6 Exhibit 6 HUDSON GENERAL CORPORATION 111 Great Neck Road Great Neck, New York 11022 June 30, 1998 Mr. Michael Rubin Hudson General Corporation 111 Great Neck Road Great Neck, New York 11022 Dear Mike: You have informed Hudson General Corporation (the "Company") that you, together with certain other directors or executives of the Company, are considering the possibility of proposing to the Company a transaction which would result in you and other members of the Company's management becoming the owner of all the outstanding shares of common stock of the Company (the "Transaction"). In connection with your evaluation of a potential Transaction, you have requested that the Company furnish you with certain information relating to the Company which is non-public, confidential or proprietary in nature. All such information (whether written, computerized or oral) furnished (whether before or after the date hereof) by the Company or its directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys or accountants) or agents (collectively, the "Company Representatives") to you or your representatives (including, without limitation, financial advisors, attorneys, accountants or prospective lenders or other financing sources) or agents (collectively, "your Representatives") and all analyses, compilations, forecasts, studies, summaries, notes, data and other documents and materials in whatever form maintained, whether prepared by you or your Representatives or others, which contain or reflect, or are generated from, any such information or which reflect your or your Representatives' review of, or your interest in, the Transaction is hereinafter referred to as the "Information." As a condition to, and in consideration of the Company engaging in further discussions with you and providing you with the Information, you acknowledge and agree, as set forth below, to treat confidentially the Information and any other information furnished to you. NYFS10...:\80\57780\0003\2403\LTRN208U.520 You agree that the Information will not be used other than for the purpose described above, and that the Information will be kept confidential by you and your Representatives; provided, however, that (i) the Information may be disclosed to your Representatives who need to know such Information for the purpose described above (it being understood that (a) such Representative shall be informed by you of the confidential nature of the Information, shall be directed by you to treat the Information confidentially and not to use it other than for the purpose described above and shall agree to be bound by the terms of this Agreement, and (b) in any event, you shall be responsible for any breach of this Agreement by any of your Representatives), and (ii) any other disclosure of the Information may be made if the Company has, in advance, consented to such disclosure in writing. You will make all reasonable, necessary and appropriate efforts to safeguard the Information from disclosure to anyone other than as permitted hereby. Nothing contained herein shall in any way limit your ability, in your capacity as an officer or director of the Company, from using the Information in connection with conducting the business and affairs of the Company. In addition, without the Company's prior consent, you will not, and will direct your Representatives not to, disclose to any person either the fact that the Information has been made available to you or that this Agreement exists or that discussions are taking place between you and the Company concerning a possible transaction, or other facts with respect to such discussion, including the status thereof. The term "person" as used in this letter shall be interpreted very broadly and shall include without limitation any corporation, company, partnership, individual or group. Notwithstanding the foregoing, if you or any of your Representatives is requested or required (by oral question or request for information or documents in legal proceedings, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Information, you will promptly notify the Company of such request or requirement so that the Company may seek an appropriate protective order and/or waive your compliance with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, you or any of your Representatives is nonetheless, in the reasonable written opinion of your counsel, compelled to disclose the Information to any tribunal, you or your 2 Representative, after notice to the Company, may disclose such Information to such tribunal. You shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information so disclosed. You or your Representative shall not be liable for the disclosure of the Information hereunder to a tribunal compelling such disclosure unless such disclosure to such tribunal was caused by or resulted from a previous disclosure by you or your Representatives not permitted by this Agreement. If you determine that you do not wish to enter into the Transaction with the Company, you will promptly advise the Company of this fact. In such case or in the event that no Transaction between you and the Company is effected within a reasonable time after the Information is furnished to you, or if the Company requests the Information for any reason whatsoever, you will promptly, upon the Company's request, deliver to the Company all documents furnished by the Company or the Company Representatives to your Representatives constituting the Information. All oral Information will remain subject to the terms and provisions of this Agreement. Although you understand that the Company has endeavored to include in the Information any information known to the Company which the Company believes to be relevant for the purpose your investigation of the Company, you further understand that the Company does not make any representation or warranty, either express or implied, as to the accuracy or completeness of the Information. You agree that neither the Company nor any of the Company Representatives shall have any liability to you or any of your Representatives resulting from the use of the Information by you or your Representatives. It is further understood and agreed that no failure or delay 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 hereunder. You acknowledge and agree that the Company would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by you or your 3 Representatives. It is accordingly agreed that the Company shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which the Company may be entitled, at law or in equity. This Agreement shall constitute the entire agreement between the parties with regard to the subject matter hereof and shall be deemed to modify the confidentiality provisions of any existing agreements between you and the Company as the same would otherwise relate to a potential Transaction. No modification, amendment or waiver shall be binding without the written consent of the parties hereto. This Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed within such State without regard to conflicts of law principles thereof. This Agreement may be executed in counterparts, each deemed to be an original, but both of which shall constitute the same agreement. If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this letter whereupon this letter will constitute our agreement with respect to the subject matter hereof. Very truly yours, HUDSON GENERAL CORPORATION By: /s/ Edward J. Rosenthal --------------------------------------- Name: Edward J. Rosenthal Title: Member of the Special Committee of the Board of Directors Agreed to and Accepted: /s/ Michael Rubin - -------------------------------- Michael Rubin 4 EX-99 8 EXHIBIT 7 Exhibit 7 HUDSON GENERAL CORPORATION 111 Great Neck Road Great Neck, New York 11022 July 1, 1998 Mr. Noah E. Rockowitz, Esq. Hudson General Corporation 111 Great Neck Road Great Neck, New York 11022 Dear Noah: You have informed Hudson General Corporation (the "Company") that you, together with certain other directors or executives of the Company, are considering the possibility of proposing to the Company a transaction which would result in you and other members of the Company's management becoming the owner of all the outstanding shares of common stock of the Company (the "Transaction"). In connection with your evaluation of a potential Transaction, you have requested that the Company furnish you with certain information relating to the Company which is non-public, confidential or proprietary in nature. All such information (whether written, computerized or oral) furnished (whether before or after the date hereof) by the Company or its directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys or accountants) or agents (collectively, the "Company Representatives") to you or your representatives (including, without limitation, financial advisors, attorneys, accountants or prospective lenders or other financing sources) or agents (collectively, "your Representatives") and all analyses, compilations, forecasts, studies, summaries, notes, data and other documents and materials in whatever form maintained, whether prepared by you or your Representatives or others, which contain or reflect, or are generated from, any such information or which reflect your or your Representatives' review of, or your interest in, the Transaction is hereinafter referred to as the "Information." As a condition to, and in consideration of the Company engaging in further discussions with you and providing you with the Information, you acknowledge and agree, as set forth below, to treat confidentially the Information and any other information furnished to you. NYFS10...:\80\57780\0003\1948\LTRN208V.040 You agree that the Information will not be used other than for the purpose described above, and that the Information will be kept confidential by you and your Representatives; provided, however, that (i) the Information may be disclosed to your Representatives who need to know such Information for the purpose described above (it being understood that (a) such Representative shall be informed by you of the confidential nature of the Information, shall be directed by you to treat the Information confidentially and not to use it other than for the purpose described above and shall agree to be bound by the terms of this Agreement, and (b) in any event, you shall be responsible for any breach of this Agreement by any of your Representatives), and (ii) any other disclosure of the Information may be made if the Company has, in advance, consented to such disclosure in writing. You will make all reasonable, necessary and appropriate efforts to safeguard the Information from disclosure to anyone other than as permitted hereby. Nothing contained herein shall in any way limit your ability, in your capacity as an officer or director of the Company, from using the Information in connection with conducting the business and affairs of the Company. In addition, without the Company's prior consent, you will not, and will direct your Representatives not to, disclose to any person either the fact that the Information has been made available to you or that this Agreement exists or that discussions are taking place between you and the Company concerning a possible transaction, or other facts with respect to such discussion, including the status thereof. The term "person" as used in this letter shall be interpreted very broadly and shall include without limitation any corporation, company, partnership, individual or group. Notwithstanding the foregoing, if you or any of your Representatives is requested or required (by oral question or request for information or documents in legal proceedings, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Information, you will promptly notify the Company of such request or requirement so that the Company may seek an appropriate protective order and/or waive your compliance with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, you or any of your Representatives is nonetheless, in the reasonable written opinion of your counsel, compelled to disclose the Information to any tribunal, you or your 2 Representative, after notice to the Company, may disclose such Information to such tribunal. You shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information so disclosed. You or your Representative shall not be liable for the disclosure of the Information hereunder to a tribunal compelling such disclosure unless such disclosure to such tribunal was caused by or resulted from a previous disclosure by you or your Representatives not permitted by this Agreement. If you determine that you do not wish to enter into the Transaction with the Company, you will promptly advise the Company of this fact. In such case or in the event that no Transaction between you and the Company is effected within a reasonable time after the Information is furnished to you, or if the Company requests the Information for any reason whatsoever, you will promptly, upon the Company's request, deliver to the Company all documents furnished by the Company or the Company Representatives to your Representatives constituting the Information. All oral Information will remain subject to the terms and provisions of this Agreement. Although you understand that the Company has endeavored to include in the Information any information known to the Company which the Company believes to be relevant for the purpose your investigation of the Company, you further understand that the Company does not make any representation or warranty, either express or implied, as to the accuracy or completeness of the Information. You agree that neither the Company nor any of the Company Representatives shall have any liability to you or any of your Representatives resulting from the use of the Information by you or your Representatives. It is further understood and agreed that no failure or delay 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 hereunder. You acknowledge and agree that the Company would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by you or your 3 Representatives. It is accordingly agreed that the Company shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which the Company may be entitled, at law or in equity. This Agreement shall constitute the entire agreement between the parties with regard to the subject matter hereof and shall be deemed to modify the confidentiality provisions of any existing agreements between you and the Company as the same would otherwise relate to a potential Transaction. No modification, amendment or waiver shall be binding without the written consent of the parties hereto. This Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed within such State without regard to conflicts of law principles thereof. This Agreement may be executed in counterparts, each deemed to be an original, but both of which shall constitute the same agreement. If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this letter whereupon this letter will constitute our agreement with respect to the subject matter hereof. Very truly yours, HUDSON GENERAL CORPORATION By: /s/ Edward J. Rosenthal ---------------------------------------- Name: Edward J. Rosenthal Title: Member of the Special Committee of the Board of Directors Agreed to and Accepted: /s/ Noah E. Rockowitz - ------------------------------------ Noah E. Rockowitz 4 EX-99 9 EXHIBIT 8 Exhibit 8 HUDSON GENERAL CORPORATION 111 Great Neck Road Great Neck, New York 11022 July 1, 1998 Mr. Paul R. Pollack Hudson General Corporation 111 Great Neck Road Great Neck, New York 11022 Dear Paul: You have informed Hudson General Corporation (the "Company") that you, together with certain other directors or executives of the Company, are considering the possibility of proposing to the Company a transaction which would result in you and other members of the Company's management becoming the owner of all the outstanding shares of common stock of the Company (the "Transaction"). In connection with your evaluation of a potential Transaction, you have requested that the Company furnish you with certain information relating to the Company which is non-public, confidential or proprietary in nature. All such information (whether written, computerized or oral) furnished (whether before or after the date hereof) by the Company or its directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys or accountants) or agents (collectively, the "Company Representatives") to you or your representatives (including, without limitation, financial advisors, attorneys, accountants or prospective lenders or other financing sources) or agents (collectively, "your Representatives") and all analyses, compilations, forecasts, studies, summaries, notes, data and other documents and materials in whatever form maintained, whether prepared by you or your Representatives or others, which contain or reflect, or are generated from, any such information or which reflect your or your Representatives' review of, or your interest in, the Transaction is hereinafter referred to as the "Information." As a condition to, and in consideration of the Company engaging in further discussions with you and providing you with the Information, you acknowledge and agree, as set forth below, to treat confidentially the Information and any other information furnished to you. NYFS10...:\80\57780\0003\2403\LTRN208U.550 You agree that the Information will not be used other than for the purpose described above, and that the Information will be kept confidential by you and your Representatives; provided, however, that (i) the Information may be disclosed to your Representatives who need to know such Information for the purpose described above (it being understood that (a) such Representative shall be informed by you of the confidential nature of the Information, shall be directed by you to treat the Information confidentially and not to use it other than for the purpose described above and shall agree to be bound by the terms of this Agreement, and (b) in any event, you shall be responsible for any breach of this Agreement by any of your Representatives), and (ii) any other disclosure of the Information may be made if the Company has, in advance, consented to such disclosure in writing. You will make all reasonable, necessary and appropriate efforts to safeguard the Information from disclosure to anyone other than as permitted hereby. Nothing contained herein shall in any way limit your ability, in your capacity as an officer or director of the Company, from using the Information in connection with conducting the business and affairs of the Company. In addition, without the Company's prior consent, you will not, and will direct your Representatives not to, disclose to any person either the fact that the Information has been made available to you or that this Agreement exists or that discussions are taking place between you and the Company concerning a possible transaction, or other facts with respect to such discussion, including the status thereof. The term "person" as used in this letter shall be interpreted very broadly and shall include without limitation any corporation, company, partnership, individual or group. Notwithstanding the foregoing, if you or any of your Representatives is requested or required (by oral question or request for information or documents in legal proceedings, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Information, you will promptly notify the Company of such request or requirement so that the Company may seek an appropriate protective order and/or waive your compliance with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, you or any of your Representatives is nonetheless, in the reasonable written opinion of your counsel, compelled to disclose the Information to any tribunal, you or your 2 Representative, after notice to the Company, may disclose such Information to such tribunal. You shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information so disclosed. You or your Representative shall not be liable for the disclosure of the Information hereunder to a tribunal compelling such disclosure unless such disclosure to such tribunal was caused by or resulted from a previous disclosure by you or your Representatives not permitted by this Agreement. If you determine that you do not wish to enter into the Transaction with the Company, you will promptly advise the Company of this fact. In such case or in the event that no Transaction between you and the Company is effected within a reasonable time after the Information is furnished to you, or if the Company requests the Information for any reason whatsoever, you will promptly, upon the Company's request, deliver to the Company all documents furnished by the Company or the Company Representatives to your Representatives constituting the Information. All oral Information will remain subject to the terms and provisions of this Agreement. Although you understand that the Company has endeavored to include in the Information any information known to the Company which the Company believes to be relevant for the purpose your investigation of the Company, you further understand that the Company does not make any representation or warranty, either express or implied, as to the accuracy or completeness of the Information. You agree that neither the Company nor any of the Company Representatives shall have any liability to you or any of your Representatives resulting from the use of the Information by you or your Representatives. It is further understood and agreed that no failure or delay 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 hereunder. You acknowledge and agree that the Company would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by you or your 3 Representatives. It is accordingly agreed that the Company shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which the Company may be entitled, at law or in equity. This Agreement shall constitute the entire agreement between the parties with regard to the subject matter hereof and shall be deemed to modify the confidentiality provisions of any existing agreements between you and the Company as the same would otherwise relate to a potential Transaction. No modification, amendment or waiver shall be binding without the written consent of the parties hereto. This Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed within such State without regard to conflicts of law principles thereof. This Agreement may be executed in counterparts, each deemed to be an original, but both of which shall constitute the same agreement. If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this letter whereupon this letter will constitute our agreement with respect to the subject matter hereof. Very truly yours, HUDSON GENERAL CORPORATION By: /s/ Edward J. Rosenthal ------------------------------------------ Name: Edward J. Rosenthal Title: Member of the Special Committee of the Board of Directors Agreed to and Accepted: /s/ Paul R. Pollack - ---------------------------------- Paul R. Pollack 4 EX-99 10 EXHIBIT 9 Exhibit 9 HUDSON GENERAL CORPORATION 111 Great Neck Road Great Neck, New York 11022 July 2, 1998 Mr. Richard D. Segal Hudson General Corporation 111 Great Neck Road Great Neck, New York 11022 Dear Rick: You have informed Hudson General Corporation (the "Company") that you, together with certain other directors or executives of the Company, are considering the possibility of proposing to the Company a transaction which would result in you and other members of the Company's management becoming the owner of all the outstanding shares of common stock of the Company (the "Transaction"). In connection with your evaluation of a potential Transaction, you have requested that the Company furnish you with certain information relating to the Company which is non-public, confidential or proprietary in nature. All such information (whether written, computerized or oral) furnished (whether before or after the date hereof) by the Company or its directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys or accountants) or agents (collectively, the "Company Representatives") to you or your representatives (including, without limitation, financial advisors, attorneys, accountants or prospective lenders or other financing sources) or agents (collectively, "your Representatives") and all analyses, compilations, forecasts, studies, summaries, notes, data and other documents and materials in whatever form maintained, whether prepared by you or your Representatives or others, which contain or reflect, or are generated from, any such information or which reflect your or your Representatives' review of, or your interest in, the Transaction is hereinafter referred to as the "Information." As a condition to, and in consideration of the Company engaging in further discussions with you and providing you with the Information, you acknowledge and agree, as set forth below, to treat confidentially the Information and any other information furnished to you. NYFS10...:\80\57780\0003\2403\LTRN208V.020 You agree that the Information will not be used other than for the purpose described above, and that the Information will be kept confidential by you and your Representatives; provided, however, that (i) the Information may be disclosed to your Representatives who need to know such Information for the purpose described above (it being understood that (a) such Representative shall be informed by you of the confidential nature of the Information, shall be directed by you to treat the Information confidentially and not to use it other than for the purpose described above and shall agree to be bound by the terms of this Agreement, and (b) in any event, you shall be responsible for any breach of this Agreement by any of your Representatives), and (ii) any other disclosure of the Information may be made if the Company has, in advance, consented to such disclosure in writing. You will make all reasonable, necessary and appropriate efforts to safeguard the Information from disclosure to anyone other than as permitted hereby. Nothing contained herein shall in any way limit your ability, in your capacity as an officer or director of the Company, from using the Information in connection with conducting the business and affairs of the Company. In addition, without the Company's prior consent, you will not, and will direct your Representatives not to, disclose to any person either the fact that the Information has been made available to you or that this Agreement exists or that discussions are taking place between you and the Company concerning a possible transaction, or other facts with respect to such discussion, including the status thereof. The term "person" as used in this letter shall be interpreted very broadly and shall include without limitation any corporation, company, partnership, individual or group. Notwithstanding the foregoing, if you or any of your Representatives is requested or required (by oral question or request for information or documents in legal proceedings, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Information, you will promptly notify the Company of such request or requirement so that the Company may seek an appropriate protective order and/or waive your compliance with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, you or any of your Representatives is nonetheless, in the reasonable written opinion of your counsel, compelled to disclose the Information to any tribunal, you or your 2 Representative, after notice to the Company, may disclose such Information to such tribunal. You shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information so disclosed. You or your Representative shall not be liable for the disclosure of the Information hereunder to a tribunal compelling such disclosure unless such disclosure to such tribunal was caused by or resulted from a previous disclosure by you or your Representatives not permitted by this Agreement. If you determine that you do not wish to enter into the Transaction with the Company, you will promptly advise the Company of this fact. In such case or in the event that no Transaction between you and the Company is effected within a reasonable time after the Information is furnished to you, or if the Company requests the Information for any reason whatsoever, you will promptly, upon the Company's request, deliver to the Company all documents furnished by the Company or the Company Representatives to your Representatives constituting the Information. All oral Information will remain subject to the terms and provisions of this Agreement. Although you understand that the Company has endeavored to include in the Information any information known to the Company which the Company believes to be relevant for the purpose your investigation of the Company, you further understand that the Company does not make any representation or warranty, either express or implied, as to the accuracy or completeness of the Information. You agree that neither the Company nor any of the Company Representatives shall have any liability to you or any of your Representatives resulting from the use of the Information by you or your Representatives. It is further understood and agreed that no failure or delay 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 hereunder. You acknowledge and agree that the Company would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by you or your 3 Representatives. It is accordingly agreed that the Company shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which the Company may be entitled, at law or in equity. This Agreement shall constitute the entire agreement between the parties with regard to the subject matter hereof and shall be deemed to modify the confidentiality provisions of any existing agreements between you and the Company as the same would otherwise relate to a potential Transaction. No modification, amendment or waiver shall be binding without the written consent of the parties hereto. This Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed within such State without regard to conflicts of law principles thereof. This Agreement may be executed in counterparts, each deemed to be an original, but both of which shall constitute the same agreement. If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this letter whereupon this letter will constitute our agreement with respect to the subject matter hereof. Very truly yours, HUDSON GENERAL CORPORATION By: /s/ Edward J. Rosenthal -------------------------------------------- Name: Edward J. Rosenthal Title: Member of the Special Committee of the Board of Directors Agreed to and Accepted: /s/ Richard D. Segal - -------------------------------------- Richard D. Segal 4 EX-99 11 EXHIBIT 10 Exhibit 10 HUDSON GENERAL CORPORATION 111 Great Neck Road Great Neck, New York 11022 July 6, 1998 Mr. Barry I. Regenstein Hudson General Corporation 111 Great Neck Road Great Neck, New York 11022 Dear Barry: You have informed Hudson General Corporation (the "Company") that you, together with certain other directors or executives of the Company, are considering the possibility of proposing to the Company a transaction which would result in you and other members of the Company's management becoming the owner of all the outstanding shares of common stock of the Company (the "Transaction"). In connection with your evaluation of a potential Transaction, you have requested that the Company furnish you with certain information relating to the Company which is non-public, confidential or proprietary in nature. All such information (whether written, computerized or oral) furnished (whether before or after the date hereof) by the Company or its directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys or accountants) or agents (collectively, the "Company Representatives") to you or your representatives (including, without limitation, financial advisors, attorneys, accountants or prospective lenders or other financing sources) or agents (collectively, "your Representatives") and all analyses, compilations, forecasts, studies, summaries, notes, data and other documents and materials in whatever form maintained, whether prepared by you or your Representatives or others, which contain or reflect, or are generated from, any such information or which reflect your or your Representatives' review of, or your interest in, the Transaction is hereinafter referred to as the "Information." As a condition to, and in consideration of the Company engaging in further discussions with you and providing you with the Information, you acknowledge and agree, as set forth below, to treat confidentially the Information and any other information furnished to you. NYFS10...:\80\57780\0003\2403\LTRN208V.030 You agree that the Information will not be used other than for the purpose described above, and that the Information will be kept confidential by you and your Representatives; provided, however, that (i) the Information may be disclosed to your Representatives who need to know such Information for the purpose described above (it being understood that (a) such Representative shall be informed by you of the confidential nature of the Information, shall be directed by you to treat the Information confidentially and not to use it other than for the purpose described above and shall agree to be bound by the terms of this Agreement, and (b) in any event, you shall be responsible for any breach of this Agreement by any of your Representatives), and (ii) any other disclosure of the Information may be made if the Company has, in advance, consented to such disclosure in writing. You will make all reasonable, necessary and appropriate efforts to safeguard the Information from disclosure to anyone other than as permitted hereby. Nothing contained herein shall in any way limit your ability, in your capacity as an officer or director of the Company, from using the Information in connection with conducting the business and affairs of the Company. In addition, without the Company's prior consent, you will not, and will direct your Representatives not to, disclose to any person either the fact that the Information has been made available to you or that this Agreement exists or that discussions are taking place between you and the Company concerning a possible transaction, or other facts with respect to such discussion, including the status thereof. The term "person" as used in this letter shall be interpreted very broadly and shall include without limitation any corporation, company, partnership, individual or group. Notwithstanding the foregoing, if you or any of your Representatives is requested or required (by oral question or request for information or documents in legal proceedings, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Information, you will promptly notify the Company of such request or requirement so that the Company may seek an appropriate protective order and/or waive your compliance with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, you or any of your Representatives is nonetheless, in the reasonable written opinion of your counsel, compelled to disclose the Information to any tribunal, you or your 2 Representative, after notice to the Company, may disclose such Information to such tribunal. You shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information so disclosed. You or your Representative shall not be liable for the disclosure of the Information hereunder to a tribunal compelling such disclosure unless such disclosure to such tribunal was caused by or resulted from a previous disclosure by you or your Representatives not permitted by this Agreement. If you determine that you do not wish to enter into the Transaction with the Company, you will promptly advise the Company of this fact. In such case or in the event that no Transaction between you and the Company is effected within a reasonable time after the Information is furnished to you, or if the Company requests the Information for any reason whatsoever, you will promptly, upon the Company's request, deliver to the Company all documents furnished by the Company or the Company Representatives to your Representatives constituting the Information. All oral Information will remain subject to the terms and provisions of this Agreement. Although you understand that the Company has endeavored to include in the Information any information known to the Company which the Company believes to be relevant for the purpose your investigation of the Company, you further understand that the Company does not make any representation or warranty, either express or implied, as to the accuracy or completeness of the Information. You agree that neither the Company nor any of the Company Representatives shall have any liability to you or any of your Representatives resulting from the use of the Information by you or your Representatives. It is further understood and agreed that no failure or delay 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 hereunder. You acknowledge and agree that the Company would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by you or your 3 Representatives. It is accordingly agreed that the Company shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which the Company may be entitled, at law or in equity. This Agreement shall constitute the entire agreement between the parties with regard to the subject matter hereof and shall be deemed to modify the confidentiality provisions of any existing agreements between you and the Company as the same would otherwise relate to a potential Transaction. No modification, amendment or waiver shall be binding without the written consent of the parties hereto. This Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed within such State without regard to conflicts of law principles thereof. This Agreement may be executed in counterparts, each deemed to be an original, but both of which shall constitute the same agreement. If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this letter whereupon this letter will constitute our agreement with respect to the subject matter hereof. Very truly yours, HUDSON GENERAL CORPORATION By: /s/ Edward J. Rosenthal ------------------------------------------ Name: Edward J. Rosenthal Title: Member of the Special Committee of the Board of Directors Agreed to and Accepted: /s/ Barry I. Regenstein - ------------------------------------- Barry I. Regenstein 4 EX-99 12 EXHIBIT 11 Exhibit 11 Hudson General Corporation 111 Great Neck Road Great Neck, New York 11021 July 9, 1998 Mr. Jay B. Langner Mr. Richard D. Segal c/o Hudson General Corporation 111 Great Neck Road Great Neck, New York 11021 Dear Jay and Rick: Each of you, together with certain other directors or executives of Hudson General Corporation (the "Company"), is considering the possibility of proposing to the Company a transaction which would result in you and other members of the Company's management becoming the owners of all outstanding shares of the Company's common stock (the "Potential Transaction"). It is understood and agreed that except as otherwise specifically set forth in this letter agreement, (i) the Company will not be responsible for any costs or expenses incurred by or on behalf of you in connection with your evaluation and possible pursuit of the Potential Transaction and (ii) the Company will not reimburse you for any such costs or expenses. It is agreed as follows: 1. The Company will not be responsible or reimburse you for the first $250,000 of "Fees and Expenses" (as defined in paragraph 4 below) incurred by you in connection with the Potential Transaction. 2. In order to induce you to continue your evaluation of a Potential Transaction, the Company will reimburse you for fifty percent (50%) of Fees and Expenses incurred by you in connection with the Potential Transaction in excess of $250,000, up to a maximum of $500,000 of aggregate Fees and Expenses, so that the Company's maximum reimbursement obligation shall be $125,000. NYFS10...:\80\57780\0003\1948\LTRN108X.040 3. The Company will not reimburse you for any portion of your Fees and Expenses incurred in connection with the Potential Transaction in excess of the aggregate amount of $500,000, it being understood that the Company's sole reimbursement obligation shall be pursuant to paragraph 2 above. 4. As used herein, the term "Fees and Expenses" means reasonable, documented, out-of-pocket costs and expenses incurred by either or both of you or other members of management in connection with the Potential Transaction, relating to (a) reasonable out-of-pocket expenses incurred by your financial advisors in connection with a Potential Transaction, (b) fees paid to your legal counsel based on standard hourly billing rates of such legal counsel and reasonable expenses and disbursements incurred by such legal counsel in connection with the Potential Transaction, (c) fees paid to the Company's independent public accountant for any services rendered to you in connection with the Potential Transaction and reasonable expenses and disbursements incurred by such independent public accountant in connection with the Potential Transaction, (d) fees, expenses and disbursements paid by you to other advisors, and (e) other expenses incurred by you in connection with the Potential Transaction. It is also agreed that the term "Fees and Expenses" does not include (i) any transaction, "success" fee or similar type of financial advisory fee paid to any financial advisor or investment banking firm retained by or providing services to you or (ii) any commitment fees or expenses or similar fees paid to lending institutions or financing sources in connection with the financing of the Potential Transaction. 5. You agree to apprise the Special Committee of the Company's Board of Directors (the "Committee") or its representatives, from time to time, of the amount of Fees and Expenses incurred by you in connection with the Potential Transaction. If and when you have incurred $250,000 in Fees and Expenses, you agree to advise the Committee or its representatives as to the status of the prospective financing for the Potential Transaction and furnish the Committee or its representatives with any agreed upon term sheets or other agreements (which may be redacted to eliminate information regarding any price you may determine to propose that you pay for shares of the Company's stock or which you or your advisors deem to be strategically sensitive to a transaction you may determined to propose) relating to the prospective financing arrangements for the Potential Transaction. 2 Please indicate your agreement with the foregoing by signing and returning one copy of this letter. Sincerely, HUDSON GENERAL CORPORATION By: /s/ Edward J. Rosenthal ---------------------------------------------- Name: Edward J. Rosenthal Title: Member of Special Committee of the Board of Directors Agreed and Accepted by: /s/ Jay B. Langner - ----------------------------------- Jay B. Langner /s/ Richard D. Segal - ----------------------------------- Richard D. Segal 3 EX-99 13 EXHIBIT 12 Exhibit 12 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of November 22, 1998, by and among Jay B. Langner, Richard D. Segal, Rocco Daloia, Fernando DiBenedetto, Paul R. Pollack, Barry I. Regenstein, Raymond J. Rieder, Noah E. Rockowitz, Michael Rubin, Henry A. Satinskas and River Acquisition Corp. WHEREAS, each of the parties hereto, other than Mr. Daloia and River Acquisition Corp., beneficially owns shares and/or options to purchase shares of common stock, par value $1.00 per share (the "Common Stock"), of Hudson General Corporation; WHEREAS, the parties hereto constitute a "group" with respect to the beneficial ownership of the Common Stock for purposes of Rule 13d-1 and Schedule 13D promulgated by the Securities and Exchange Commission; and NOW, THEREFORE, the parties hereto agree as follows: 1. The parties hereto shall prepare a single statement containing the information required by Schedule 13D with respect to their respective interests in the Common Stock (the "Reporting Group Schedule 13D"), and the Reporting Group Schedule 13D shall be filed on behalf of each of them. 2. Each party hereto shall be responsible for the timely filing of the Reporting Group Schedule 13D and any necessary amendments thereto, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other party contained therein, except to the extent that he or it knows or has reason to believe that such information is inaccurate. 3. This Agreement shall continue unless terminated by any party hereto. 4. Richard D. Segal and Jay B. Langner shall be designated as the persons authorized to receive notices and communications with respect to the Reporting Group Schedule 13D and any amendments thereto. NYFS10...:\80\57780\0003\1948\AGRN208U.330 5. This Agreement may be executed in counterparts, each of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undesigned have executed this Agreement as of the date first above written. /s/ Jay B. Langner ------------------------------------------- Jay B. Langner /s/ Richard D. Segal ------------------------------------------- Richard D. Segal /s/ Rocco Daloia ------------------------------------------- Rocco Daloia /s/ Fernando DiBenedetto ------------------------------------------- Fernando DiBenedetto /s/ Paul R. Pollack ------------------------------------------- Paul R. Pollack /s/ Barry Regenstein ------------------------------------------- Barry Regenstein /s/ Raymond J. Rieder ------------------------------------------- Raymond J. Rieder /s/ Noah Rockowitz ------------------------------------------- Noah Rockowitz /s/ Michael Rubin ------------------------------------------- Michael Rubin /s/ Henry A. Satinskas ------------------------------------------- Henry A. Satinskas 2 RIVER ACQUISITION CORP. By: /s/ Michael Rubin --------------------------------------- Michael Rubin Vice President 3 -----END PRIVACY-ENHANCED MESSAGE-----