-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, aW/IkoDi55O3ZSxldjqRc3sghDtnMTfUqg0+N1y6awC7KIdqRC69s5lMsWvBrCch BPKUXDcj1sFsbuq+Sio7sA== 0000766738-94-000003.txt : 19940225 0000766738-94-000003.hdr.sgml : 19940225 ACCESSION NUMBER: 0000766738-94-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19931123 ITEM INFORMATION: 5 ITEM INFORMATION: 7 FILED AS OF DATE: 19940223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENICOM CORP CENTRAL INDEX KEY: 0000766738 STANDARD INDUSTRIAL CLASSIFICATION: 3577 IRS NUMBER: 510271821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 000-14685 FILM NUMBER: 94512108 BUSINESS ADDRESS: STREET 1: 14800 CONFERENCE CENTER DRIVE STREET 2: STE 400 WESTFIELDS CITY: CHANTILLY STATE: VA ZIP: 22021-3806 BUSINESS PHONE: 7038029200 8-K 1 GE 8-K BODY FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 1993 Commission File No.: 0-14685 GENICOM CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 51 - 0271821 (State or other (I.R.S. jurisdiction of Employer incorporation or Identificat organization) ion No.) 14800 Conference Center Drive Suite 400, Westfields 22021 - Chantilly, Virginia 3806 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (703) 802-9200 GENICOM Corporation and Subsidiaries Form 8-K Index Item 5. Other Events On December 9, 1993, the Registrant signed an agreement with the General Electric Company regarding environmental matters at the Registrants Waynesboro, Virginia facility. A copy of which is filed herewith as Exhibit 10.1. Item 7. Financial Statements and Exhibits (C) Exhibits 10.1 Agreement with the General Electric Company regarding environmental matters at the Registrants Waynesboro, Virginia facility. Signatu 3 res
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GENICOM Corporation Registrant Date: February 23, 1994 James C. Gale Signature James C. Gale Senior Vice President Finance and Chief Financial Officer (Mr. Gale is the Chief Financial Officer and has been duly authorized to sign on behalf of the Registrant)
GENICOM Corporation and Subsidiaries INDEX TO EXHIBITS TO FORM 8-K FEBRUARY 23, 1994 Exhibit Number Description Page 10.1 Agreement with the General 5 - 31 Electric Company regarding environmental matters at the Registrants Waynesboro, Virginia facility.
EX-10 2 EXHIBIT 10.1 GE AGREEMENT -- COOPERATION AGREEMENT This Agreement is entered into effective as of December 9, 1993 between GENICOM CORPORATION ("Genicom"), a Delaware corporation, whose address is 14800 Conference Center Drive, Suite 400, Westfields, Virginia 22021-3806, and the GENERAL ELECTRIC COMPANY ("GE"), a New York corporation, whose address is 3135 Easton Turnpike, Fairfield, Connecticut 06431. Genicom acquired a 114.88 acre manufacturing facility in Waynesboro, Virginia ("the Facility") from GE on October 21, 1983, pursuant to an asset purchase agreement dated September 30, 1983. Genicom has made claims against GE under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), for past and projected future expenditures associated with certain Environmental Conditions (as hereinafter defined) at the Facility. It is the desire of both parties to resolve Genicom's claims amicably and without resort to litigation and to ensure that the Environmental Conditions are addressed in an appropriate manner. By entering into this Agreement neither party admits liability to the other party or to any third party, nor does it waive any defenses. NOW, THEREFORE, Genicom and GE agree as follows: I. DEFINITIONS 1. "Allocable Costs" shall mean all necessary and appropriate costs of responding to Environmental Conditions pursuant to the Resource Conservation and Recovery Act ("RCRA") corrective action program or a state corrective action program approved by the United States Environmental Protection Agency ("EPA") pursuant to RCRA; but shall not include the costs of fulfilling RCRA, state, or local or other federal permit or regulatory obligations incurred as part of Genicom's normal operations. Neither such operational permit or regulatory costs, nor fines or penalties for such operational permit or regulatory violations are covered by this Agreement, and none of them shall be deemed Allocable Costs. Allocable Costs shall also mean the basic, minimal costs necessary to comply with applicable statutes and regulations respecting closure and post-closure care of the Facility's two surface impoundments and two spent etchant storage tanks pursuant to RCRA or a state program approved by EPA pursuant to RCRA. All costs incurred pursuant to this Agreement subsequent to the effective date of this Agreement shall be deemed Allocable Costs. Costs incurred prior to the effective date of this Agreement and subsequent to October 21, 1983, shall be Allocable Costs only to the extent that Genicom establishes that such costs were consistent with the requirements of the National Oil and Hazardous Substances Pollution Contingency Plan, 40 C.F.R. Part 300 ("NCP"). Allocable Costs shall not include legal fees or compensation for time spent by employees of Genicom or GE. 2. "Environmental Conditions" means all releases of CERCLA hazardous substances or releases of RCRA hazardous wastes or hazardous constituents from solid waste management units ("SWMUs") or Additional Potential Sources of Contamination ("APSCs"), as that term is defined in the RCRA Facility Investigation Workplan submitted to EPA by Genicom on January 15, 1991, at or from the Facility identified now or in the future in connection with work conducted pursuant to the Initial Administrative Order issued by EPA Region III on August 10, 1990, Docket No. RCRA-III-036-CA, which became effective September 15, 1990 (the "Corrective Action Order"), and any subsequent orders or remedial measures resulting from complying with such order or orders; provided, however, that releases or threatened releases, or conditions that arise from any such releases or threatened releases, which occur after the effective date of this Agreement shall not be included in the term "Environmental Conditions." 3. "Facility" means the 114.88 acre parcel of land, including buildings and other fixtures, located at Genicom Drive, Waynesboro, Virginia, that was conveyed to Genicom by GE on October 21, 1983, together with improvements, if any, made subsequent to the conveyance. II. OBJECTIVES 4. It is the objective of the parties: (a) To undertake the RCRA Facility Investigation/ Corrective Measures Study ("RFI/CMS") pursuant to the Corrective Action Order; (b) To identify and implement any corrective action selected pursuant to such RFI/CMS identified above and required by governmental authorities having jurisdiction; (c) To develop and implement all federal and state RCRA plans and permit applications necessary for closure and post-closure of the two surface impoundments and two spent etchant storage tanks in accordance with applicable law and regulations and as required by governmental authorities having jurisdiction; and (d) To establish a final and binding allocation of Allocable Costs among the parties, and to resolve all claims which the parties may have against each other on account of the Environmental Conditions. III. PROJECT MANAGEMENT 5. GE shall have authority to make all final determinations concerning, and shall conduct and/or control the conduct of, the work necessary to accomplish the objectives stated above in Section II, Paragraphs 4(a), (b), and (c). GE may delegate to Genicom, either permanently or temporarily, in whole or in part, the authority given to GE pursuant to the preceding sentence; provided, however, that GE shall provide sufficient notice to Genicom to allow for an orderly transition of authority to Genicom. GE may communicate such delegation of authority verbally, but shall confirm delegation of a significant aspect of the work in writing. To the extent authority for any aspect of the work is delegated, the parties shall cooperate to minimize duplication of effort. 6. If GE delegates its authority to conduct and/or contract to conduct all or a significant aspect of the work necessary to accomplish one or more of the objectives stated above in Section II, Paragraphs 4(a), (b) and/or (c), Genicom shall then have authority to make all final determinations concerning, and shall conduct and/or control the conduct of, such delegated work. GE shall be provided with the opportunity to review and comment on all submittals pertaining to such work, and shall be afforded the opportunity to participate fully in any and all activities undertaken by Genicom. GE shall have the right to approve all consultants and contractors selected by Genicom to perform the delegated work prior to such persons being retained by Genicom. To the extent practicable, such consultants and contractors shall be jointly retained by Genicom and GE. GE acknowledges and agrees that it has approved Law Environmental, Inc. ("LEI") as the consultant retained by Genicom for purposes of obtaining the necessary approvals for the closure plan. 7. Genicom shall provide unrestricted access to the Facility to GE and its agents, consultants, employees and contractors for the purpose of carrying out the terms of this Agreement, provided that GE and its agents, consultants, employees and contractors shall endeavor not to interfere with the normal operation of the Facility. GE shall hold in confidence and shall not use for any purpose any information concerning Genicom's business but unrelated to the subject matter of this Agreement which may come into GE's possession by virtue of such access. GE shall provide Genicom reasonable notice of visits to the Facility and to the extent possible, shall schedule visits during normal hours of operation at the Facility. IV. CONTRACTORS 8. GE shall select and retain all consultants and other contractors that will perform work pursuant to this Agreement; provided, however, that if practicable, such persons shall be jointly retained, and provided, further, that Genicom shall select and retain consultants and other contractors if GE delegates to it authority to do so pursuant to Paragraph 6, or the Post-Remedy Cash-Out occurs pursuant to Paragraph 18, below. Unless otherwise barred by contractual confidentiality requirements, GE shall provide to Genicom copies of agreements and/or work orders with such consultants and contractors. If GE decides to replace Genicom's present consultant, LEI, such replacement shall be accomplished in a manner that does not interfere with Genicom's compliance with the deadlines and other requirements of the Corrective Action Order or with the closure plan referenced above in Paragraph 4(c). 9. Within ten (10) days after the effective date of this Agreement, GE shall be provided access at the offices of LEI to LEI's complete file relating to the Facility. Thereafter, GE shall have full access to LEI and its personnel, and to all data and analyses produced by LEI. V. COST ALLOCATION 10. GE agrees to indemnify and hold harmless Genicom, its officers, directors, employees and agents from any RCRA civil liability incurred by them under the state or federal RCRA program to the extent caused by GE's performance of, or failure to perform its obligations hereunder including, without limitation, any civil penalties imposed upon Genicom, to the extent caused by GE's performance of or failure to perform its obligations hereunder. GE further agrees, to the extent reasonably practicable and appropriate, to restore the Facility to its present general appearance following its performance hereunder. The parties agree that the limitations on the foregoing agreement of indemnity are not intended to, and shall not, limit GE's liability, if any, in the event that Genicom seeks to recover damages resulting from or be reimbursed for any expenses, fines or penalties incurred by it as a result of GE's performance of or failure to perform its obligations under this Agreement. If GE delegates authority to Genicom pursuant to paragraph 5 to perform aspects of the work hereunder or, if the Post-Remedy Cash-Out occurs pursuant to paragraph 18, Genicom agrees to indemnify and hold harmless GE, its officers, directors, employees and agents from any RCRA civil liability incurred by them under the state or federal RCRA program to the extent caused by Genicom's performance of, or failure to perform the delegated work including, without limitation, any civil penalties imposed upon GE, to the extent caused by Genicom's performance of or failure to perform the delegated work. The parties agree that the limitations on the foregoing agreement of indemnity are not intended to, and shall not, limit Genicom's liability, if any, in the event that GE seeks to recover damages resulting from, or be reimbursed for any expenses, fines or penalties incurred by it as a result of Genicom's performance of or failure to perform the delegated work. 11. GE shall fund seventy (70) percent and Genicom shall fund thirty (30) percent of Allocable Costs (hereinafter referred to respectively as GE's and Genicom's "Allocated Shares"). The foregoing cost allocation is intended to be final and binding upon both parties subject to the following: If the information provided to GE pursuant to Paragraphs 9 and 19 hereof discloses that Genicom was substantially responsible for the Environmental Conditions at the Facility, and if GE notifies Genicom of the same, accompanied by a detailed explanation of its basis for making this determination, within ninety (90) days after all of the information required to be made available to GE pursuant to Paragraphs 9 and 19 hereof has been made available, the parties will meet for the purpose of negotiating appropriate amendments to this Agreement. Until such amendments are agreed to by the parties, this Agreement shall remain in effect; provided, however, that this Agreement shall terminate and become null and void if the parties do not agree on appropriate amendments within sixty (60) days after GE's notice to Genicom pursuant to this Paragraph. 12. Failure by either party to fund its Allocated Share on a current basis shall constitute a breach of this Agreement and such breach shall immediately suspend the other party's obligations hereunder, including without limitation the other party's obligations to perform the work or to fund its Allocated Share. In addition, the non-breaching party's payment obligations with respect to its indemnity obligations under Paragraph 10 shall also be suspended until such breach has been cured. VI. BILLING AND PAYMENT 13. On the effective date of this Agreement, GE shall pay $350,000 to Genicom as an advance toward GE's obligation to pay its Allocated Share of Allocable Costs incurred by Genicom prior to this Agreement. GE shall expeditiously review all claims submitted by Genicom for Allocable Costs incurred by Genicom prior to this Agreement. To the extent that during its review, GE believes that Genicom has provided insufficient documentation or explanation of such costs, GE shall identify to Genicom the information necessary for GE to determine whether such costs are Allocable Costs and Genicom shall promptly provide all requested additional data, if available, to GE. Within 120 days after receipt of such claims or the effective date of this Agreement, whichever is later, GE shall either pay its Allocated Share of such claims to Genicom or, to the extent that GE is unwilling to pay such claims on the basis that claimed costs are not Allocable Costs, or that GE has insufficient information to make a determination, GE shall provide Genicom with a detailed explanation of its position. GE shall promptly pay its Allocated Share of all claimed costs other than any costs which GE maintains are not Allocable Costs. 14. If Genicom and GE cannot agree on whether pre-Agreement costs claimed by Genicom are Allocable Costs, as its exclusive remedy, either party may invoke the procedures established below in Paragraph 26. 15. In the case of activities undertaken by consultants or other contractors, each party shall directly pay its Allocated Share of the contract costs to the contractor. To the extent that a consultant or contractor allows a discount to one of the parties, that party shall use its best efforts to cause such discount to be made available to the other party as well, but, so long as it uses its best efforts, it shall not be responsible for discounts not granted to the other party, and it shall have no obligation to share with the other party any discount granted to it. VII. DEALINGS WITH GOVERNMENTAL AUTHORITIES 16. (a) Unless GE delegates authority to Genicom pursuant to paragraph 6 or the Post-Remedy Cash-Out occurs pursuant to paragraph 18, the following provisions shall apply: GE shall have authority to control and make final determinations respecting all dealings with governmental authorities concerning the subject matter of this Agreement. GE shall have the right to take the lead in all telephone conferences and meetings with governmental authorities which relate to the subject matter of this Agreement and shall have the right to specify the content of all written communications with such authorities and all negotiating strategies for use with such authorities, concerning the subject matter of this Agreement. Either party may be represented in any telephone conference or meeting in which it is entitled to participate by its employees, contractors or attorneys. Genicom will not initiate any telephone conferences or meetings with governmental authorities for the purpose of discussing matters within the scope of this Agreement without first informing GE of its intent to do so, providing GE an opportunity to participate, reviewing the proposed agenda with GE and receiving GE's approval. To the extent practicable, GE shall afford Genicom an opportunity to participate in such telephone conferences or meetings. (b) If GE delegates authority to Genicom pursuant to paragraph 6 for a portion of the work involving dealings with governmental authorities or if the Post-Remedy Cash-Out occurs pursuant to paragraph 18, the following provisions apply: Genicom shall take the lead in dealings with governmental authorities that relate directly to authority delegated pursuant to paragraph 6 or to post-remedy work in the event of a Cash-Out under paragraph 18. Genicom shall take the lead in all telephone conferences and meetings it initiates with governmental authorities which relate to the delegated authority or post-remedy work; provided, however, that Genicom shall afford GE an opportunity to participate in such telephone conferences or meetings. GE may also initiate telephone conferences or meetings with governmental authorities concerning delegated authority or post remedy work, if necessary, but shall afford Genicom the opportunity to participate in such telephone conferences or meetings. Genicom shall take the lead in developing written communications to and negotiating strategies with governmental authorities, subject to GE's rights to review submittals and participate fully in any and all activities undertaken by Genicom pertaining to the delegated authority in accordance with paragraph 6 of this Agreement. (c) Each party shall promptly inform the other of any communication from a governmental authority regarding the subject matter of this Agreement to which the other party is not privy. 17. Genicom shall be responsible for providing, and promptly at GE's direction shall provide, all necessary certifications, including without limitation, RCRA manifests, to governmental authorities, including without limitation the Commonwealth of Virginia and EPA, respecting any and all work performed pursuant to this Agreement. VIII. POST-REMEDY CASH-OUT 18. (a) After the work contemplated by Paragraphs 4(b) and (c), above, is completed, GE will be afforded an opportunity to make a single lump sum payment (the "Post-Remedy Cash-Out Payment") to Genicom which will constitute full performance and satisfaction of any obligations GE may have hereunder to perform operation, maintenance or monitoring required under the Corrective Action Order or the post-closure permit. The Post-Remedy Cash-Out Payment, which shall be calculated after all work required by the corrective action and closure plans is completed, shall be seventy (70) percent of the present value at that time of the cost of the post-remedy operation, maintenance and monitoring work. The assumptions upon which the Post-Remedy Cash-Out Payment is calculated shall be identified in writing by the parties, but the Post- Remedy Cash-Out Payment shall not be subject to adjustment if any of those assumptions proves to be incorrect. If the parties cannot agree on the amount of the Post-Remedy Cash- Out Payment, that amount shall be determined by the procedures established below in Paragraph 26. (b) The making of the Post-Remedy Cash-Out Payment by GE pursuant to subparagraph (a) above shall not release GE from future contingent liability hereunder for future work related to the Environmental Conditions, on account of unforeseen future risks, remedy failure or otherwise. However, at the same time that the Post-Remedy Cash-Out Payment is under consideration, the parties will use their best efforts, in good faith, also to agree on a separate amount which GE may pay to Genicom in exchange for a release of future contingent liability on the part of GE, if any, for future work related to the Environmental Conditions, on account of unforeseen future risks, remedy failure or otherwise. It is understood that the parties shall not be obligated to reach agreement with respect to such separate amount and, if they are unable to do so, no dispute resolution procedures shall be invoked. IX. INFORMATION SHARING 19. Genicom shall preserve all existing studies, records, documents and reports in its or its agents', attorneys' or consultants' possession, custody or control containing information relevant to Environmental Conditions. Within thirty (30) days after execution of this Agreement, Genicom shall make available to GE for inspection and, to the extent requested by GE, copying, at the Facility all such studies, records, documents and reports; provided, however, that Genicom shall not be required to make available multiple identical copies of the same document. 20. The parties agree to enter into the Joint Privilege Agreement attached hereto as Exhibit A. Any information obtained or received by Genicom or GE pursuant to this Agreement shall be subject to the Joint Privilege Agreement and shall not be released or otherwise disclosed to any person or entity not a party to this Agreement (including, without limitation, any governmental authority, but not including the parties' attorneys or consultants who agree to be bound by the non-disclosure provisions in this Agreement and by the Joint Privilege Agreement), unless required by law. Before any such legally compelled disclosure to a third party, the non-disclosing party shall be provided with sufficient advance notice so as to be afforded an opportunity to move to prevent such disclosure. 21. Records considered confidential by a party shall not be withheld for that reason, but shall be made available to the other party on a confidential basis to be disclosed internally only on a "need to know" basis; provided, however, that legitimate claims of attorney-client privilege, attorney work product protection and other applicable immunities from discovery shall not be abrogated. Each party shall maintain all documents or copies of documents received from the other party in a secure location. 22. Genicom shall have lead responsibility for responding to or initiating any communications with the news media or the public regarding activities under this Agreement. Both parties acknowledge that Genicom has issued a public announcement ("initial press release") concerning this Agreement. The parties shall also develop, review and approve a question/answer summary ("press summary") to be used in responding to inquiries from third parties concerning this Agreement. For any communications which differ from the initial press release or press summary GE shall have the right to review and approve in advance the content of such communications. GE shall have the right and opportunity to review and approve in advance all written communications with the news media by Genicom. Each party shall promptly inform the other of any communication from the news media regarding activities under this Agreement. 23. Any provisions of this Agreement to the contrary notwithstanding, Genicom agrees that, promptly following the execution and delivery of this Agreement by the parties hereto, it will make full and complete public disclosure of the terms hereof, the environmental situation to which this Agreement pertains and any material related matters known to it, all as and to the extent and in the manner required by applicable laws, rules and regulations (including, without limitation, the provisions of the federal securities laws of the United States including Staff Accounting Bulletin 92). Genicom further agrees that, so long as GE or any of its affiliates owns any stock of Genicom, it will take all necessary steps in a timely fashion to maintain compliance with the disclosure requirements of the aforesaid laws, rules and regulations with regard to the foregoing matters. Notwithstanding the foregoing (including, without limitation, Section 22 hereof), it is understood and agreed that GE shall not be responsible for, and shall have no obligations or liability with respect to, such disclosure or any acts or omissions on the part of Genicom with respect thereto. 24. The provisions of this Article shall supersede all earlier confidentiality agreements between the parties relating to the subject matter of this Agreement. X. EXCLUSIVE REMEDY 25. This Agreement is the parties' exclusive recourse for addressing among themselves the Environmental Conditions. Neither party may maintain a claim or pursue an action against the other concerning the Environmental Conditions, except as may be necessary to enforce this Agreement, or for Genicom or GE to recover damages or other amounts for which it is entitled to be reimbursed in actions of the type contemplated by the last sentence of Paragraph 10. Except as provided herein, the parties release and covenant not to sue each other from and for all claims or liabilities concerning environmental conditions or environmental contamination of any kind at or originating from the Facility, including without limitation claims arising under CERCLA, state or local statutory equivalents, and the common law; provided however, that the foregoing release and covenant not to sue does not apply to CERCLA claims for hazardous substances shipped to an off-site facility. 26. The parties agree that any disputes among them under this Agreement shall be resolved in the following manner, which shall be the parties' exclusive method for dealing with such disputes. Each party shall appoint two persons to a joint committee for the resolution of the dispute. The parties shall use their best efforts to resolve their differences through the committee. However, if the parties are unable to reach agreement within sixty (60) days after the submission of a dispute to the committee, then, as its exclusive remedy, either party may take the dispute to final and binding arbitration under the rules of the American Arbitration Association pursuant to the Virginia Arbitration Act, Va. Code Ann. 8.01-577, et seq. (1992 Repl. Vol.). XI. APPLICABLE LAW 27. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, without regard to the principles governing conflicts of laws. XII. WAIVER 28. No waiver by either party of any default by the other party in the performance of any requirement of this Agreement shall be deemed a waiver of, or in any manner release such other party from performance of any other requirement; nor shall such waiver be deemed to be a waiver of, or in any manner a release of, such other party from future performance of the same requirement. Any delay or omission of either party in the exercise of any right hereunder shall not impair the future exercise of any similar right. No waiver of a right created by this Agreement by one party shall constitute a waiver of such right by the other party. XIII. SEVERABILITY 29. Should any provision of this Agreement be deemed unenforceable for any reason, the remainder of this Agreement shall continue in effect so long as the purpose of this Agreement is not nullified by the absence of such provision. XIV. ASSIGNABILITY 30. Any legal entity which shall succeed by purchase, merger or consolidation to substantially all of the assets of either party shall be entitled to the rights and subject to the obligations of such party under this Agreement. In addition, any legal entity which shall assume ownership of the Facility may be assigned the rights and obligations of Genicom under this Agreement, if GE consents in writing to such assignment. Each party covenants to the other that it shall cause the surviving corporation in any such merger, or the successor owner of such assets or the Facility, as applicable, (the "New Owner") to enter into a written agreement with the other party hereto (not later than the effective time of such merger or sale) pursuant to which the New Owner shall expressly agree to be bound by the terms of this Agreement (including without limitation Section 25 hereof) to the same extent and as if such New Owner had been an initial party to the Agreement. The provisions of the preceding sentence shall apply to each successor New Owner. Either party may assign all or a portion of its rights and obligations hereunder to a corporation with which it is affiliated at the time of such assignment, provided, however, that such assignment will not relieve such party of its obligations under this Agreement without the express written approval of the other party, which approval shall not unreasonably be withheld. GE acknowledges that Genicom has granted a security interest in its contract rights to CIT Group/Credit Finance, Inc. pursuant to the terms of a Loan and Security Agreement dated as of September 25, 1990, as amended, and this Agreement is subject to such security interest. This Agreement shall be binding upon and shall inure to the benefit of the respective permitted successors and assigns of the parties. XV. RESERVATION OF RIGHTS 31. Except as expressly provided herein, each party reserves all rights, claims and defenses otherwise available to it, and neither party by entering into this Agreement admits liability or undertakes any obligations to any third party. XVI. NO JOINT VENTURE 32. This Agreement is solely for the purposes specified herein, and under no circumstances will the performance of this Agreement place GE in operation or control of the Facility, except as otherwise expressly agreed in writing, nor do the parties intend to create any joint venture or agency relationship between themselves. XVII. GENERAL 33. This Agreement reflects the entire agreement between the parties and supersedes all prior agreements related to the same subject matter. This Agreement can be amended, restated or supplemented only by the written agreement of both parties. 34. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. XVIII. NOTICES 35. Any notices, correspondence or other written communications relating in any way to the terms of this Agreement or the work to be performed hereunder shall be sent by U.S. Mail or courier service to the following persons: Genicom Mr. James C. Gale CFO and Senior Vice President Genicom Corporation 14800 Conference Center Drive Suite 400 Westfields, Virginia 22021-3806 Telephone: (703) 802-9200 Telecopier: (703) 802-9039 with a copy to: Jane Whitt Sellers, Esquire McGuire, Woods, Battle & Boothe One James Center Richmond, Virginia 23219 Telephone: (804) 775-1054 Telecopier: (804) 775-1061 GE Mr. Stephen P. Cline General Electric Co. Corporate Environmental Programs 640 Freedom Business Center P.O. Box 1561 King of Prussia, PA 19406 Telephone: (215) 992-7968 Telecopier: (215) 992-7898 with copies to: Kirk R. Macfarlane, Esquire General Electric Co. Corporate Environmental Programs 640 Freedom Business Center P.O. Box 1561 King of Prussia, PA 19406 Telephone: (215) 992-7976 Telecopier: (215) 992-7898 Langley R. Shook, Esquire Sidley & Austin 1722 Eye Street, N.W. Washington, D.C. 20006 Telephone: (202) 736-8197 Telecopier: (202) 736-8711 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above. GENICOM CORPORATION By: _____________________ __________________________ Title: __________________ Witness GENERAL ELECTRIC COMPANY By: _____________________ __________________________ Title: __________________ Witness EX-10 3 EXHIBIT 10.1 - EXHIBIT A -- JOINT PRIVILEGE AGREEMENT This Joint Privilege Agreement is entered into by and among the undersigned counsel on behalf of their respective clients. WHEREAS, Genicom Corporation ("Genicom") and General Electric Company ("GE") have entered into a Cooperation Agreement for the purpose of characterizing and assessing certain Environmental Conditions at a manufacturing facility in Waynesboro, Virginia, which Genicom acquired from GE in 1983 ("the Facility"), and identifying and implementing necessary remedial actions for the Environmental Conditions which may be required by governmental authorities, including the United States Environmental Protection Agency ("EPA"); WHEREAS, the undersigned counsel believe that their clients have a mutuality of interest in jointly investigating and considering the facts and law pertaining to the on-going EPA proceeding under the Resource Conservation and Recovery Act ("RCRA") and any related actions or state or federal proceedings concerning the Environmental Conditions at the facility (collectively the "on-going RCRA proceeding and related matters"); EXHIBIT A WHEREAS, the undersigned counsel wish to continue to pursue their separate but common interests, and to avoid any suggestion of waiver of the confidentiality of privileged communications and documents; WHEREAS, it is the intention and understanding of the undersigned that communications among and between the undersigned and any joint interviews of prospective witnesses or any interviews obtained by any counsel who is a party to this agreement with the knowledge, consent, and on behalf of the other counsel who are parties to the agreement, are confidential and are protected from disclosure to any third party by our clients' attorney-client privilege, our own attorney work-product privilege and other applicable privileges (collectively "privileges"); WHEREAS, the undersigned have mutually concluded that the respective interests of our clients will be best served by a common and joint legal effort with respect to the on-going RCRA proceeding and related matters; WHEREAS, in order to pursue a joint legal effort effectively, we have also concluded that, from time to time, the mutual interests of our respective clients may be best served by sharing documents, factual material, mental impressions, memoranda, interview reports, and other information, including the confidences of each client, all of which will hereinafter be referred to as "joint privilege materials"; WHEREAS, in the absence of such sharing, these joint privilege materials would be privileged from disclosure to adverse or other parties as a result of one or more of the privileges; and WHEREAS, it is the purpose of this agreement to ensure that the exchanges and disclosures of joint privilege materials contemplated herein do not diminish in any way the confidentiality of the joint privilege materials and do not constitute a waiver of any privilege otherwise available; NOW THEREFORE, the parties agree as follows: Each of the undersigned may obtain and provide joint privilege materials to any, some, or all other signatories to this agreement, and that joint privilege materials so obtained by any of the undersigned counsel shall remain confidential and shall be protected from disclosure to any third party except as provided herein. Any joint privilege materials shall be used solely in connection with the on-going RCRA proceeding and related matters. Neither we nor our clients will disclose joint privilege materials, or the contents thereof, to anyone except our respective clients, attorneys within our firms, or our employees or agents, without first obtaining the consent of all counsel who are then parties to this agreement. It is expressly understood that nothing contained herein shall limit the right of any counsel to disclose any documents or information obtained from that counsel's client or any information that has been independently obtained by such counsel. All persons permitted access to joint privilege materials shall be specifically advised that the joint privilege materials are privileged and subject to the terms of this agreement. We the undersigned will not disclose any joint privilege materials received from other parties hereto to any counsel who is not a party to this agreement until such time as the latter has signed a copy of this agreement and such time as counsel providing the joint privilege materials consents to such disclosure in writing. If any other person or entity requests or demands, by subpoena or otherwise, any joint privilege materials from any of the undersigned or their clients, that counsel will immediately notify all counsel who are parties to this agreement whose clients or who themselves may have rights in said materials, and each counsel so notified will take all steps necessary to permit the assertion of all applicable rights and privileges with respect to said joint privilege materials and shall cooperate fully with all other undersigned counsel in any judicial proceeding relating to the disclosure of joint privilege materials. In the event any of the undersigned counsel determines that his or her client no longer has, or no longer will have, mutuality of interest in a joint legal effort, he or she will promptly notify the other undersigned counsel of his or her withdrawal from this agreement, and will return to the appropriate party all joint privilege materials received pursuant to this agreement (and destroy all copies), and this agreement thereupon will be terminated as to that client; provided, however, that no such termination shall in any event affect or impair the obligations of confidentiality with respect to joint privilege materials previously furnished pursuant to this agreement including, without limitation, the notice obligations set forth in the immediately preceding paragraph. This agreement memorializes an earlier oral understanding and agreement between the undersigned pursuant to which joint privilege materials have been exchanged. This agreement may be signed in counterparts. ON BEHALF OF ON BEHALF OF GENICOM CORORATION GENERAL ELECTRIC COMPANY _________________________ _________________________ Jane Whitt Sellers Langley R. Shook McGuire, Woods, Battle & Sidley & Austin Boothe 1722 Eye Street, N.W. One James Center Washington, D.C. 20006 901 East Cary Street Richmond, VA 23219-4030 -----END PRIVACY-ENHANCED MESSAGE-----