AMENDMENT NO. 1 TO
AMENDMENT
NO. 1 TO
AGREEMENT
Amendment
No. 1 (the “Amendment”) entered into as of the 16th day of May, 2007
(the “Effective Date”) to the Voting Agreement dated as of April 2, 2007 (the
“Agreement”), by and among Wynnefield Partners Small Cap Value, L.P.
(“Wynnefield”) with an address at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx
Xxxx 00000, Xxxxxxxxx & Xxxxxx Incorporated (“Xxxxxxxxx & Xxxxxx”) with
an address at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Terrier Partners
LP
(“Terrier Partners”) with an address at 000 Xxxx 00xx
Xxxxxx,
00xx
xxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
WHEREAS,
pursuant to the Agreement, the parties agreed, among other things, to (i) vote
at the 2007 Annual Meeting of Breeze-Eastern Corporation (“Breeze-Eastern”) all
of the shares of stock of Breeze-Eastern which the parties and their respective
affiliates beneficially own for four director nominees to be agreed to by the
parties; and (ii) to file with the Securities and Exchange Commission a joint
Schedule 13D reporting that such parties have formed a group (“Group”) for the
primary purpose of voting securities of the Breeze-Eastern in favor of the
director nominees.
WHEREAS,
the parties hereto desire to amend the Agreement to reflect that as of the
Effective Date, Terrier Partners is no longer a party to the Agreement and
has
withdrawn from the Group.
NOW,
THEREFORE, in consideration of the promises set forth herein and other good
and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, the parties hereby agree as
follows:
1. Withdrawal
from Agreement and Group
Subject
to the terms and conditions set forth in the Amendment, the Agreement is hereby
amended to provide that, as of the Effective Date, Terrier Partners is no longer
an “Interested Party” as such term is defined in the Agreement and has withdrawn
from the Group. Notwithstanding anything to the contrary set forth in the
Agreement and the withdrawal of Terrier Partners as of the Effective Date,
the
reimbursement obligations of Terrier Partners under Section 3 of the Agreement
for costs and expenses incurred before the Effective Date, the obligations
of
the parties pursuant to the last sentence of Section 4 of the Agreement (which,
in the case of Terrier Partners, occurred prior to the Effective Date) and
liability for breaches of representations set forth in Section 11 of the
Agreement shall survive the withdrawal. The parties agree to file an amendment
to the Group Schedule 13D reflecting the withdrawal of Terrier Partners from
the
Group.
2. Exhibit
B.
Exhibit
B of the Agreement is hereby amended to read in its entirety as
follows:
EXHIBIT
B
Actions
to be Voted on
| A. |
Against
any adjournment or postponement of the 2007 Meeting until a vote
has
occurred on each of the items
below.
|
| B. |
For
the election at the 2007 Meeting of the following four director
nominees:
|
(i)
Xxx
X. Xxxxxx; (ii) Xxxxxxx X. Xxxxxxxx; (iii) Xxxxxxxxx Xxxxxxxxx and (iv) Xxxxxxx
X. Xxxxxxxx.
In
the
event that Xxx Xxxxxx shall be unable to serve for any reason, Xxxxxxxxx and
Xxxxxx Incorporated shall have the right to select a replacement Nominee. In
the
event that Xxxxxxx X. Xxxxxxxx or Xxxxxxxxx Xxxxxxxxx shall be unable to serve
for any reason, Wynnefield Partners shall have the right to select a replacement
Nominee. In the event Xxxxxxx X. Xxxxxxxx shall be unable to serve for any
reason, the continuing Interested Parties shall agree on a replacement Nominee.
Additionally, in the event Breeze-Eastern purports to increase the number of
directorships pursuant to its Bylaws or otherwise increases the number of
directors to be elected at the 2007 Meeting, the Interested Parties may nominate
additional persons as directors to fill any vacancies created by the increase
or
to fill any additional positions on the board which the stockholders shall
vote
on at the 2007 Meeting.
| C. |
For
the re-election of four incumbent directors of Breeze-Eastern, the
identity of whom is to be agreed to by all of the continuing Interested
Parties, assuming such directors’ willingness to serve, and the inclusion
of such directors on the Interested Parties’ proxy and ballot setting
forth the nominees described in Item B above or upon agreement of
all of
the Interested Parties, to withhold votes or vote against all director
nominees, other than those nominated pursuant to item B
above.
|
3.
Exhibit
C.
Exhibit
C of the Agreement is hereby amended to read in its entirety as
follows:
EXHIBIT
C
With
respect to all costs and expenses incurred after May 16, 2007, the following
is
the schedule of Interested Party Shares:
|
Interested
Party
|
Interested
Party Share
|
|
Wynnefield
Partners Small Cap Value, L.P.
|
63.25%
|
|
Xxxxxxxxx
& Xxxxxx Incorporated
|
36.75%
|
| 4. |
Counterparts.
This Amendment may be executed in counterparts, each of which when
so
executed shall be deemed to be an original, but all such counterparts
shall together constitute one and the same
instrument.
|
| 5. |
Ratification.
Except as amended hereby, the Agreement shall remain in full force
and
effect and is hereby ratified, confirmed and approved in all
respects.
|
[signature
page follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date
first set forth above.
|
Wynnefield
Partners Small Cap Value, L.P.
By:
Wynnefield Capital Management, LLC,
its
General Partner
|
|
| By: |
/s/
Xxxxxx Xxxx
|
|
Xxxxxx
Xxxx, Co-Managing
Member
|
|
| Xxxxxxxxx & Xxxxxx Incorporated | |
| By: |
/s/
Xxxxxx X. Xxxxxxxxx
|
|
Xxxxxx X. Xxxxxxxxx, Chairman |
|
|
Terrier
Partners LP
By:
B Doggy LLC, its General Partner
|
|
| By: | /s/ Xxxxx Xxxxxxx |
|
Xxxxx Xxxxxxx, Managing Member |
|
