WAIVER AGREEMENT
Waiver Agreement, dated February 15, 1999, relating to the
Agreement and Plan of Merger dated as of November 22, 1998 as amended by
Amendment No. 1 thereto dated February 9, 1999 (the "Merger Agreement"),
between ▇▇▇▇▇▇ General Corporation, a Delaware corporation (the "Company"),
and River Acquisition Corp., a Delaware corporation ("River").
WHEREAS, the Company and River have entered into the Merger
Agreement which contemplates the purchase by River of all of the
outstanding shares of common stock of the Company for a price of $61.00 per
share in cash;
WHEREAS, GlobeGround GmbH, a German company ("GlobeGround"), has
offered to purchase all of the outstanding shares of common stock of the
Company for a price of $76.00 per share in cash; and
WHEREAS, the Company and GLGR Acquisition Corp., a Delaware
corporation ("GLGR") and a wholly-owned subsidiary of GlobeGround, propose
to enter into an Agreement and Plan of Merger (the "GlobeGround Merger
Agreement"), to be dated as of February 15, 1999, which contemplates the
purchase by GLGR of all of the outstanding shares of common stock of the
Company for a price of $76.00 per share in cash, subject to certain
conditions.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and intending to be legally bound hereby and other good and
valuable consideration, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise
defined herein shall have the meaning provided therefor in the Merger
Agreement.
2. GlobeGround Merger Agreement. River agrees that
notwithstanding any provisions to the contrary contained in the Merger
Agreement, including without limitation the provisions of clauses (i) and
(ii) of Section 8.01(f) of the Merger Agreement, River shall not exercise
and hereby waives any and all rights it may have to terminate the Merger
Agreement resulting from or arising out of any or all of the following:
(a) the execution by the Company of the GlobeGround Merger Agreement; (b)
any recommendation made by the Company's Board of Directors (the "Board")
or the Special Committee of the Board (the "Special Committee") to the
Company's stockholders or otherwise in support or favor of the GlobeGround
Merger Agreement or the transactions contemplated thereby; (c) any
withdrawal, modification or change by the Board or the Special Committee of
their recommendation so that the Board or the Special Committee is not in
favor of the Merger Agreement or the transactions contemplated thereby in
connection with the GlobeGround Merger Agreement; or (d) any other actions
taken by the Board or the Special Committee in support or furtherance of
the GlobeGround Merger Agreement or the transactions contemplated thereby.
In addition, River hereby agrees that no action or actions taken by the
Company, the Board or the Special Committee in connection with or
furtherance of the GlobeGround Merger Agreement or the transactions
contemplated thereby shall operate as or constitute a breach of any of the
terms, covenants, representations, warranties or conditions of the Merger
Agreement. The foregoing notwithstanding, effective March 17, 1999 all
rights which River may have had to terminate the Merger Agreement and which
were hereby waived, shall be reinstated and again shall be in full force
and effect if, and only if, as of such date, the GlobeGround Merger
Agreement has not been terminated, including, without limitation, the right
to receive a payment from the Company to reimburse River for Expenses as
provided in Section 8.05(b) of the Merger Agreement in connection with a
termination of the Merger Agreement by River pursuant to clauses (i) or
(ii) of Section 8.01(f) thereof. Nothing contained herein shall in any way
limit or restrict the Company's right or ability to at any time terminate
the Merger Agreement in accordance with Section 8.01(g) thereof. No waiver
or amendment is being given by River with respect to any transactions other
than transactions contemplated by the GlobeGround Merger Agreement, or with
respect to any bidder other than GlobeGround or GLGR, and nothing contained
herein shall in any way limit or restrict River's ability to terminate the
Merger Agreement in accordance with its terms except as specifically
provided herein with respect to the GlobeGround Merger Agreement or the
transactions contemplated thereby.
3. Effectiveness. This Waiver Agreement shall not be effective,
and the provisions hereof shall be of no force or effect, unless and until
the Company enters into the GlobeGround Merger Agreement.
4. Counterparts. This Waiver Agreement may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement.
5. Governing Law. This Waiver 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.
IN WITNESS WHEREOF, the Company and River have caused this Waiver
Agreement to be executed by their respective officers thereunto duly
authorized on this 15th day of February 1999.
RIVER ACQUISITION CORP.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman
▇▇▇▇▇▇ GENERAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
