EXHIBIT 99(g)
GENERAL ELECTRIC COMPANY
0000 Xxxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
October 31, 1997
Lockheed Xxxxxx Corporation
0000 Xxxxxxxxx Xxxxx
Xxxx Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xx. Xxxxxx Xxxxxxx
Dear Marc:
Reference is made to (i) the Contribution and Assumption Agreement
dated October 31, 1997 between Lockheed Xxxxxx Corporation ("LM") and LMT
Sub Inc. (the "Contribution Agreement") and (ii) the Exchange Agreement
dated October 31, 1997 among General Electric Company ("GE"), GE
Investments, Inc., GE Government Services, Inc., Client Business Services,
Inc., LM and LMT Sub Inc. (the "Exchange Agreement"). All terms used and
not otherwise defined herein have the meanings set forth in the
Contribution Agreement.
This letter is intended to set forth certain agreements between LM
and GE in connection with the Contemplated Transactions and, for purposes
of the Transaction Documents, shall constitute an agreement contemplated by
the Transaction Documents.
1. GE and LM hereby agree that for so long as the aggregate
principal amount outstanding of the loans referred to in Section 4.09 of
the Contribution Agreement is at least $1,000,000,000, GE shall be
entitled, at its option, to propose to the nominating committee of the
Board of Directors of LM one individual for nomination as a director of LM,
subject to the approval of the nominating committee and the Board of
Directors of LM. LM will advise GE promptly of the approval or nonapproval
of any proposed nominee so that an alternative can be selected in the event
of nonapproval. In the event of nonapproval, GE and LM agree that a
representative of GE and a member of the nominating committee will discuss
and use their best efforts to agree upon an acceptable nominee. In the
event an acceptable nominee cannot be agreed upon in such discussions, LM
will identify as acceptable nominees three individuals who are directors or
senior executive officers of GE and from that group GE will select its
nominee. Once an acceptable nominee has been agreed upon, LM will use its
best efforts to cause the nomination and election of that person as a
director of LM and continue such person in office during the period
provided herein. As of the Closing, the person so designated by GE is
Xxxxxx X. Xxxxxx, Vice Chairman of GE and a current member of the LM Board
of Directors.
2. This letter agreement shall terminate upon the termination of the
Exchange Agreement in accordance with Article 10 thereof.
GENERAL ELECTRIC COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President --
Finance
Acknowledged and agreed:
LOCKHEED XXXXXX CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President, Financial Strategies
