BETWEENMerger Agreement • February 16th, 1999 • Hudson General Corp • Airports, flying fields & airport terminal services • Delaware
Contract Type FiledFebruary 16th, 1999 Company Industry Jurisdiction
FIRST AMENDMENTRevolving Credit Agreement • February 11th, 1999 • Hudson General Corp • Airports, flying fields & airport terminal services • Massachusetts
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37 2 AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 1998 • Hudson General Corp • Airports, flying fields & airport terminal services
Contract Type FiledMay 13th, 1998 Company Industry
22 2 AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • May 13th, 1998 • Hudson General Corp • Airports, flying fields & airport terminal services
Contract Type FiledMay 13th, 1998 Company Industry
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...Merger Agreement • December 23rd, 1998 • Hudson General Corp • Airports, flying fields & airport terminal services
Contract Type FiledDecember 23rd, 1998 Company IndustryReference 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 as cribed thereto
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 1998 • Hudson General Corp • Airports, flying fields & airport terminal services
Contract Type FiledSeptember 24th, 1998 Company Industry
24 2 AMENDMENT NO. 3Limited Liability Company Agreement • February 10th, 1997 • Hudson General Corp • Airports, flying fields & airport terminal services • Delaware
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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:...Agreement and Plan of Merger • February 10th, 1999 • Hudson General Corp • Airports, flying fields & airport terminal services • Delaware
Contract Type FiledFebruary 10th, 1999 Company Industry JurisdictionAMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Amendment No. 1 ("Amendment No. 1"), dated as of February 9, 1999, amending the 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"). WHEREAS, in accordance with Section 8.03 of the Agreement, the parties hereto desire to amend the Agreement to reflect the parties agreement that the Merger Consideration (as defined in the Agreement) has been increased from $57.25 per share in cash to $61.00 per share in cash; NOW, THEREFORE, in consideration of the mutual agreements herein contained and intending to be legally bound hereby, 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 Agreement. 2. Amendments to Agreement. The Agreement is hereby amended as set forth i
1 EXHIBIT 32 [ALLEN & COMPANY INCORPORATED LOGO] February 15, 1999 Special Committee of the Board of Directors Hudson General Corporation 111 Great Neck Road Great Neck, NY 11021 Gentlemen: We understand that Hudson General Corporation ("Hudson") and...Merger Agreement • February 19th, 1999 • Hudson General Corp • Airports, flying fields & airport terminal services
Contract Type FiledFebruary 19th, 1999 Company Industry
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 Hudson General...Waiver Agreement • February 16th, 1999 • Hudson General Corp • Airports, flying fields & airport terminal services • Delaware
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Exhibit 31 HUDSON GENERAL CORPORATION AGREES TO BE ACQUIRED BY GLOBEGROUND GMBH, A UNIT OF DEUTSCHE LUFTHANSA AG, FOR $76.00 PER SHARE IN CASH ----------- --------------------------------------------------------------------- Great Neck, New York --...Merger Agreement • February 19th, 1999 • Hudson General Corp • Airports, flying fields & airport terminal services
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21 2 AMENDMENT NO. 1Unit Purchase and Option Agreement • February 10th, 1997 • Hudson General Corp • Airports, flying fields & airport terminal services • New York
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AGREEMENT AND PLAN OF MERGER BETWEEN HUDSON GENERAL CORPORATION AND RIVER ACQUISITION CORP. DATED AS OF NOVEMBER 22, 1998 TABLE OF CONTENTS ARTICLE I THE MERGER SECTION 1.01. The Merger . . . . . . . . . . . . . . . . . . . . . 1 SECTION 1.02....Merger Agreement • November 23rd, 1998 • Hudson General Corp • Airports, flying fields & airport terminal services • Delaware
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5 2 AMENDMENT NO. 5 TO LIMITED LIABILITY COMPANY AGREEMENT OF HUDSON GENERAL LLCLimited Liability Company Agreement • October 16th, 1998 • Hudson General Corp • Airports, flying fields & airport terminal services • Delaware
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DATEDUnit Purchase and Option Agreement • March 6th, 1996 • Hudson General Corp • Airports, flying fields & airport terminal services • New York
Contract Type FiledMarch 6th, 1996 Company Industry Jurisdiction