EXHIBIT 99.4
SHAREHOLDERS AGREEMENT
AGREEMENT, dated as of February 15, 1999 between Delta Air
Lines, Inc., a Delaware corporation ("Buyer"), and the shareholders of ASA
Holdings, Inc., a Georgia corporation named on Schedule I hereto
(collectively, the "Shareholders").
WHEREAS, in order to induce Buyer and Delta Sub, Inc. to enter
into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), with ASA Holdings, Inc., a Georgia corporation (the "Company"),
Buyer has requested the Shareholders, and the Shareholders have agreed, to
enter into this Agreement with respect to all outstanding shares of common
stock, par value $0.10 per share ("Common Stock"), of the Company that the
Shareholders beneficially own (the "Shares").
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
Voting Agreement; Agreement to Tender
Section 1.01 Voting Agreement. Each Shareholder hereby
agrees to vote all Shares that such Shareholder is entitled to vote at the
time of any vote to approve and adopt the Merger Agreement and the Merger
and any actions related thereto at any meeting of the shareholders of the
Company, and at any adjournment thereof, at which such Merger Agreement and
other related agreements (or any amended version thereof), or such other
actions, are submitted for the consideration and vote of the shareholders
of the Company. Each Shareholder hereby agrees that he or she will not
vote any Shares in favor of the approval of any (i) Acquisition Proposal,
(ii) reorganization, recapitalization, liquidation or winding up of the
Company or any other extraordinary transaction involving the Company, (iii)
corporate action the consummation of which would frustrate the purposes, or
prevent or delay the consummation, of the transactions contemplated by the
Merger Agreement or (iv) other matter relating to, or in connection with,
any of the foregoing matters.
Section 1.02 Agreement to Tender. Each Shareholder hereby agrees
to tender, or to cause the tender of, upon the request of Buyer (and agrees
that, subject to applicable law, he or she will not withdraw), pursuant to and
in accordance with the terms of the Offer, all outstanding Shares beneficially
owned by such Shareholder (including any Shares issued after the date hereof
as a result of the exercise by such Shareholder of any options with respect to
any Shares). Prior to the expiration of the Offer, each Shareholder shall
deliver to the exchange agent designated in the Offer (i) a letter of
transmittal with respect to the Shares complying with the terms of the Offer,
(ii) certificates representing the Shares and (iii) all other documents or
instruments required to be delivered pursuant to the terms of the Offer.
Each Shareholder further agrees to irrevocably waive any claim
which such Shareholder may have to shares of Common Stock beneficially owned by
such Shareholder's spouse.
ARTICLE 2
Representations and Warranties of Each Shareholder
Each Shareholder represents and warrants to Buyer, severally
with respect to such Shareholder and not jointly, that:
Section 2.01 Binding Agreement. This Agreement constitutes a
valid and binding agreement of such Shareholder.
Section 2.02 Total Shares. Except for the Shares set forth on
Schedule I hereto, such Shareholder does not beneficially own any shares of
capital stock or voting securities of the Company that are currently
outstanding.
Section 2.03 Finder's Fees. No investment banker, broker,
finder or other intermediary is entitled to a fee or commission from Buyer
or the Company in respect of this Agreement based upon any arrangement or
agreement made by or on behalf of such Shareholder in his or her capacity
as a shareholder of the Company.
ARTICLE 3
Representations and Warranties of Buyer
Buyer represents and warrants to each Shareholder:
Section 3.01 Corporate Authorization. The execution, delivery
and performance by Buyer of this Agreement and the consummation by Buyer of the
transactions contemplated hereby are within the corporate powers of Buyer and
have been duly authorized by all necessary corporate action. This Agreement
constitutes a valid and binding Agreement of Buyer.
ARTICLE 4
Covenants of Shareholder
Shareholder hereby covenants and agrees that:
Section 4.01 No Proxies for or Encumbrances on Shares. Except
pursuant to the terms of this Agreement, no Shareholder shall, without the
prior written consent of Buyer, directly or indirectly, (i) grant any proxies
or enter into any voting trust or other agreement or arrangement with respect
to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber
or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect
acquisition or sale, assignment, transfer, encumbrance or other disposition
of, any Shares during the term of this Agreement. No Shareholder shall seek
or solicit any such acquisition or sale, assignment, transfer, encumbrance or
other disposition or any such contract, option or other arrangement or
understanding.
Section 4.02 Dissenters' Rights. Each Shareholder agrees not to
exercise any rights (including, without limitation, under Article 13 of the
Georgia Business Corporation Code) to demand appraisal of any Shares which may
arise with respect to the Merger.
ARTICLE 5
Miscellaneous
Section 5.01 Further Assurances. Buyer and each Shareholder
will execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use their reasonable best efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations, to
consummate and make effective the transactions contemplated by this Agreement.
Section 5.02 Amendments; Termination. Any provision of this
Agreement may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed, in the case of an amendment, by each party to this
Agreement or in the case of a waiver, by the party against whom the waiver is
to be effective. This Agreement shall terminate upon the termination of the
Merger Agreement in accordance with its terms.
Section 5.03 Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost
or expense.
Section 5.04 Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other parties hereto, except that Buyer
may transfer or assign its rights and obligations to any affiliate of Buyer.
Section 5.05 Governing Law. This Agreement shall construed in
accordance with and governed by the laws of the State of Georgia.
Section 5.06 Counterparts; Effectiveness. This Agreement may
be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument. This Agreement shall become effective when each
party hereto shall have received counterparts hereof signed by all of the
other parties hereto.
Section 5.07 Severability. If any term, provision or covenant
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions and covenants of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
Section 5.08 Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any provision of this
Agreement is not performed in accordance with the terms hereof and that the
parties shall be entitled to specific performance of the terms hereof in
addition to any other remedy to which they are entitled at law or in
equity.
Section 5.09 Capitalized Terms. Capitalized terms used but not
defined herein shall have the respective meanings set forth in the Merger
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
DELTA AIR LINES, INC.
By:
------------------------------
Name:
Title:
XXXXXX X. XXXXXXX
---------------------------------
XXXX X. XXXXXX
---------------------------------
XXXXXXXXX X. XXXXXXX
---------------------------------
XXXXXXX X. XXXXXX
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SCHEDULE I
Number of Outstanding
Shares
Name of Shareholder Beneficially Owned
---------------------- --------------------
Xxxxxx X. Xxxxxxx.................... 381,287
Xxxx X. Xxxxxx....................... 152,147
Xxxxxxxxx X. Xxxxxxx................. 118,650
Xxxxxxx X.Xxxxxx..................... 140,000
