SETTLEMENT AGREEMENT
SETTLEMENT AGREEMENT, dated as of June 9th, 1997 ("Agreement"),
by and among Providence Capital, Inc., a Delaware corporation; Pacific
Equity Limited, a Hong Kong company; Providence Investors LLC, a Delaware
limited liability company; Xxxxxxx X. Xxxxxx; Xxxxxxx Xxxxxx; Xxxxxxx
Xxxxx; Xxxxxxxxx Xxxxxxxxx, Xx.; Xxxx Xxxxx; Xxxxx-Xxxxxx & Co., Inc., a
New York corporation; Xxxxx-Xxxxxx Management Co., Inc., a New York
corporation; Xxx X. Xxxxx-Xxxxxx; Xxxx Xxxxxxxx; Xxxxxx X. Xxxxxxx; Xxxxxx
X. Xxxxxx; Xxxxxx X. Xxxxxxxx; Xxxxx X. Xxxxxx; Xxxxxxxx X. XxXxxxx; Xxxxx
X. Xxxxxxxx; Xxxxx X. Xxxxxx; A. Xxxx Xxxxxx; and Xxxxx X. Xxxxxxxx (the
foregoing corporations, individuals and entities being collectively
referred to herein as the "Xxxxxx/Xxxxx-Xxxxxx Group"); and COMSAT
Corporation, a District of Columbia corporation (the "Company").
WHEREAS, on May 1, 1997, certain members of the
Xxxxxx/Xxxxx-Xxxxxx Group furnished the Company with a submission dated
April 30, 1997 (the "Advance Notice Submission") of their intention to (i)
nominate, and solicit proxies in support of, nine candidates to stand for
election to the Company's Board of Directors (the "Board") at the Company's
1997 Annual Meeting of Shareholders (the "1997 Annual Meeting") and (ii)
propose, and solicit proxies in support of, a non-binding resolution at the
1997 Annual Meeting (collectively, the "Proxy Contest");
WHEREAS, the Company commenced an action entitled COMSAT
Corporation v. Xxxxx X. Xxxxxxxx et. al. (the "Pending Litigation") against
Xxxxx X. Xxxxxxxx ("Xxxxxxxx"), and certain members of the
Xxxxxx/Xxxxx-Xxxxxx Group in the United States District Court for the
Eastern District of Virginia;
WHEREAS, the Company and the members of the Xxxxxx/Xxxxx-Xxxxxx
Group have determined that the interests of the Company and its
shareholders, and the interests of the members of the Xxxxxx/Xxxxx-Xxxxxx
Group, would best be served by (i) avoiding the substantial expense and
disruption that could be expected to result from the Proxy Contest and the
Pending Litigation, (ii) nominating the persons as set forth herein for
election as directors of the Company, (iii) terminating the Pending
Litigation against those members of the Xxxxxx/Xxxxx-Xxxxxx Group who are
defendants in such lawsuit as provided herein and (iv) the receipt of other
agreements, covenants, rights and benefits as provided herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements and representations set forth herein, intending to be legally
bound hereby, the parties hereby agree as follows:
1. Settlement of Pending Litigation; Board Composition; Related
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Matters.
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(a) As promptly as practicable after the execution of this
Agreement, the Company shall take all steps necessary to dismiss, as to
those members of the Xxxxxx/Xxxxx-Xxxxxx Group who are defendants therein,
the Pending Litigation with prejudice as to Messrs. Anestis, Cooper,
Davidson, Fennie, McQuade, Mitchell, Morris, Xxxxxx and Xxxxxxxx and
without prejudice as to the other defendants who are members of the
Xxxxxx/Xxxxx-Xxxxxx Group, and without costs or expenses. The Company
further agrees that it will not prior to the Standstill Termination Date
(as such term is hereinafter defined), in connection with the Pending
Litigation, or in the event of any further action or lawsuit involving the
Company and Xxxxxxxx (irrespective of whether the Company is a plaintiff or
defendant) implead or name as a third party defendant in such action or
lawsuit any member of the Xxxxxx/Xxxxx-Xxxxxx Group or otherwise bring a
new action against any member of the Xxxxxx/Xxxxx-Xxxxxx Group (other than
those members as to whom the Pending Litigation has been dismissed with
prejudice) reinstating the claims made in the Pending Litigation.
(b) The Company and the Xxxxxx/Xxxxx-Xxxxxx Group agree that
the twelve nominees standing for election at the 1997 Annual Meeting
scheduled to be held on August 15, 1997, shall be (i) eight persons to be
selected by the Board from among the eleven elected directors currently
serving as members of the Board, (ii) Xxx Xxxxx-Xxxxxx and Xxxxx X.
Xxxxxxxx (the "Xxxxxx/Xxxxx-Xxxxxx Nominees"), who have been selected by
the Xxxxxx/Xxxxx-Xxxxxx Group, and (iii) two individuals who are not
currently serving on the Board and who shall be selected by the Board. The
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foregoing persons are collectively referred to herein as the "1997
Nominees," and shall stand for election to serve on the Board for a term
expiring at the Company's 1998 Annual Meeting of Shareholders (the "1998
Annual Meeting") and until their respective successors shall have been duly
elected and qualified. Effective upon execution of this Agreement, the
Xxxxxx/Xxxxx-Xxxxxx Group irrevocably withdraws its Advance Notice
Submission and agrees to terminate the Proxy Contest. Each of the Company
and the Xxxxxx/Xxxxx-Xxxxxx Group acknowledge that (i) to the best of their
knowledge, there are no circumstances that would preclude either Xx.
Xxxxx-Xxxxxx or Xx. Xxxxxxxx from serving as a member of the Board and (ii)
each of Xx. Xxxxxxxx and Xx. Xxxxx-Xxxxxx are suitable nominees for
election to the Company's Board. The Company further acknowledges that it
currently believes that among the remaining candidates proposed for
election to the Board in the Advance Notice Submission there are suitable
Xxxxxx/Xxxxx-Xxxxxx Nominees.
(c) The members of the Xxxxxx/Xxxxx-Xxxxxx Group and their
Affiliates and Associates (as such terms are hereinafter defined), and the
Company, shall publicly support and recommend that the Company's
shareholders vote for the election of each of the 1997 Nominees at the 1997
Annual Meeting, and the members of the Xxxxxx/Xxxxx-Xxxxxx Group shall
vote, and shall cause their Affiliates and Associates to vote, all shares
of the Company's Common Stock (the "Common Stock") which they are entitled
to vote at the 1997 Annual Meeting in favor of the election of each of the
1997 Nominees, cumulated equally among each of the 1997 Nominees. The
Company agrees that it shall cause its designated proxy holders to vote in
favor of the election of each of the 1997 Nominees, cumulated equally among
each of the 1997 Nominees with respect to any valid proxy received by the
Company for the 1997 Annual Meeting for which no contrary voting
instructions are provided.
(d) Subject to the provisions of Sections 1(f), 1(g) and 2
hereof, the Company and the Xxxxxx/Xxxxx-Xxxxxx Group agree that the 1997
Nominees shall also stand for election to serve on the Board at the 1998
Annual Meeting for an additional term expiring at the Company's 1999 Annual
Meeting of Shareholders (the "1999 Annual Meeting") and until their
respective successors shall have been duly elected and qualified. The
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persons nominated in accordance with the provisions of this Agreement to
stand for election at the 1998 Annual Meeting are referred to herein as the
"1998 Nominees."
(e) The members of the Xxxxxx/Xxxxx-Xxxxxx Group and their
Affiliates and Associates, and the Company, shall publicly support and
recommend that the Company's shareholders vote for the election of each of
the 1998 Nominees at the 1998 Annual Meeting, and the members of the
Xxxxxx/Xxxxx-Xxxxxx Group shall vote, and shall cause their Affiliates and
Associates to vote, all shares of Common Stock which they are entitled to
vote at the 1998 Annual Meeting in favor of the election of each of the
1998 Nominees, cumulated equally among each of the 1998 Nominees. The
Company agrees that in connection with the 1998 Annual Meeting, it shall
cause its designated proxy holders to either (i) vote in favor of the
election of each of the 1998 Nominees, cumulated equally among each of the
1998 Nominees with respect to any valid proxy received by the Company for
which no contrary voting instructions are provided or (ii) cumulate such
votes in a manner that assures the election of both Xxxxxx/Xxxxx-Xxxxxx
Nominees.
(f) If any Xxxxxx/Xxxxx-Xxxxxx Nominee shall be unable or
unwilling to serve as a nominee or a director for any reason prior to his
election at the 1997 Annual Meeting or at the 1998 Annual Meeting, as the
case may be, or, after election as a director of the Company at the 1997
Annual Meeting or 1998 Annual Meeting, shall cease to be a member of the
Board by reason of his death, disability or resignation, the
Xxxxxx/Xxxxx-Xxxxxx Group shall be entitled to designate another person
from among the nine candidates identified in the Advance Notice Submission,
reasonably acceptable to a majority of the members of the Board who are not
Xxxxxx/Xxxxx-Xxxxxx Nominees (or if none of such persons is deemed
reasonably acceptable, such other person or persons who may be designated
by the Xxxxxx/Xxxxx-Xxxxxx Group and are reasonably acceptable to a
majority of the members of the Board who are not Xxxxxx/Xxxxx-Xxxxxx
Nominees), and any such person shall (i) become a Xxxxxx/Xxxxx-Xxxxxx
Nominee for all purposes under this Agreement and (ii) be deemed to be a
member of the Xxxxxx/Xxxxx-Xxxxxx Group for all purposes under this
Agreement. If any nominee or director, other than a Xxxxxx/Xxxxx-Xxxxxx
Nominee, shall be unable or unwilling to serve as a nominee or a director
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prior to his or her election at the 1997 Annual Meeting or at the 1998
Annual Meeting, as the case may be, or, after election as a director of the
Company at the 1997 Annual Meeting or 1998 Annual Meeting, shall cease to
be a member of the Board by reason of his or her death, disability or
resignation, the members of the Board who are not Xxxxxx/Xxxxx-Xxxxxx
Nominees shall be entitled to designate another person to serve as a
director or a nominee, as the case may be.
(g) Notwithstanding anything to the contrary contained in
this Agreement, the Company shall not be required to include any
Xxxxxx/Xxxxx-Xxxxxx Nominees as 1998 Nominees unless at all times from the
date hereof until the date of the 1998 Annual Meeting the members of the
Xxxxxx/Xxxxx-Xxxxxx Group collectively shall have beneficially owned at
least 150,000 shares of Common Stock, as adjusted up or down to reflect
stock splits, reverse stock splits, and other similar reorganization events
applicable to holders of Common Stock generally (the "Minimum Condition").
The Xxxxxx/Xxxxx-Xxxxxx Group shall notify the Company promptly (and in any
event within 5 business days) in the event that, at any time, the
Xxxxxx/Xxxxx-Xxxxxx Group shall fail to satisfy the Minimum Condition. At
the request of the Company, the Xxxxxx/Xxxxx-Xxxxxx Group shall certify to
the Company in writing its compliance with the Minimum Condition prior to
the time the Board selects the 1998 Nominees and prior to the 1998 Annual
Meeting. In the event that the Xxxxxx/Xxxxx-Xxxxxx Group shall have failed
at any time from the date hereof until the 1998 Annual Meeting to satisfy
the Minimum Condition and Xxxxxx/Xxxxx-Xxxxxx Nominees have been nominated
to stand for election as 1998 Nominees at the 1998 Annual Meeting, then
each Xxxxxx/Xxxxx-Xxxxxx Nominee shall immediately withdraw as a 1998
Nominee (or, in the absence of such withdrawal, the Company may remove the
Xxxxxx/Xxxxx-Xxxxxx Nominees as 1998 Nominees). The provisions contained in
this Section 1(g) shall not in any way affect or limit the covenants and
agreements contained elsewhere in this Agreement of (i) the
Xxxxxx/Xxxxx-Xxxxxx Group or (ii) the Company (other than those agreements
of the Company contained in paragraphs (b) through (h) of this Section 1).
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(h) At the first meeting of the Board following the
certification of the vote of the election of directors at the 1997 Annual
Meeting, the Board shall create a committee of the Board, to be designated
the Strategic Planning Committee, consisting of three directors, one of
whom shall be a Xxxxxx/Xxxxx-Xxxxxx Nominee as designated by the
Xxxxxx/Xxxxx-Xxxxxx Group, and two of whom shall be designated by the
members of the Board who are not Xxxxxx/Xxxxx-Xxxxxx Nominees. The
Strategic Planning Committee shall have the authority to review and make
recommendations to the full Board concerning all aspects of the Company's
businesses and its current and future business and financial strategies,
transactional opportunities and the enhancement of shareholder value. The
Company agrees that prior to the Standstill Termination Date, it shall not
take any action to (i) disband or otherwise take any action to cause the
Strategic Planning Committee to cease to function, (ii) decrease or limit
the responsibilities of the Strategic Planning Committee or (iii) alter the
composition of the Strategic Planning Committee as provided in the first
sentence of this paragraph (h). The Strategic Planning Committee shall,
upon authorization by the Board, (i) have the power to retain financial
advisers and other experts to assist in its work and (ii) be provided with
an annual operating budget commensurate with its responsibilities. The
quorum for all meetings of the Strategic Planning Committee shall be two,
at least one of whom is the Xxxxxx/Xxxxx-Xxxxxx Nominee. The act of a
majority of those present at a meeting at which a quorum is present shall
be the act of the Strategic Planning Committee, provided that the Strategic
Planning Committee may act by the unanimous written consent of its members.
2. Company's Right to Terminate Under Certain Circumstances.
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Notwithstanding anything to the contrary contained in this
Agreement, if, pursuant to Section 2.11(d) of the Company's By-laws, a
valid nomination is made of one or more nominees to stand for election to
the Board at the 1998 Annual Meeting, other than nominees chosen by the
Board pursuant to this Agreement, then the Company, in its sole discretion,
may, within five business days following its receipt of such nomination,
upon written notice to the Xxxxxx/Xxxxx-Xxxxxx Group, terminate this
Agreement (the "Termination Option"), whereupon this Agreement shall be of
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no further force or effect and the parties hereto shall no longer be bound
by any terms, conditions, covenants, representations or warranties
contained herein. In the event that the Company exercises the Termination
Option, then, within five business days following receipt of notice that
the Company is exercising the Termination Option, the Xxxxxx/Xxxxx-Xxxxxx
Group shall have the option, upon written notice to the Company, to require
that the Company not hold the 1998 Annual Meeting prior to the 60th day
following the date on which the Termination Option is exercised and, if
necessary, the Company shall postpone the 1998 Annual Meeting in order to
satisfy such requirement. In the event the Company exercises the
Termination Option, the Company agrees that it will take such action or
actions as may be required in order to afford the Xxxxxx/Xxxxx-Xxxxxx Group
a period of not less than 14 calendar days following the date of exercise
of the Termination Option to furnish any advance nominations or
presentation of new business in accordance with the Company's By-laws.
3. Covenants of the Xxxxxx/Xxxxx-Xxxxxx Group.
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(a) The date on which the covenants and agreements contained
in this Section 3 terminate is referred to herein as the "Standstill
Termination Date." The "Standstill Termination Date" shall be the earliest
of (i) February 28, 1999, (ii) 75 days prior to the date approved by the
Board for the 1999 Annual Meeting and (iii) the date the Company exercises
the Termination Option.
(b) Each member of the Xxxxxx/Xxxxx-Xxxxxx Group jointly and
severally agrees that during the period commencing on the date hereof and
ending on the Standstill Termination Date, without the prior written
consent of the Board specifically expressed in a resolution adopted by a
majority of the directors other than the Xxxxxx/Xxxxx-Xxxxxx Nominees, they
will not, and will cause each of their Affiliates and Associates not to,
directly or indirectly:
(i) acquire, offer or propose to acquire, or agree to
acquire (except, in any case, by way of stock dividends or other
distributions or offerings made available to holders of Voting
Securities (as such term is hereinafter defined) generally or to the
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Company's non-employee directors pursuant to any compensatory plan of
the Company, provided, that any such securities so received shall be
subject to the provisions hereof), directly or indirectly, whether by
purchase, tender or exchange offer, through the acquisition of control
of another Person (as hereinafter defined), by joining a partnership,
limited partnership, syndicate or other "group" (within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) or otherwise, any Voting Securities, if when
taken together with the Voting Securities owned by the
Xxxxxx/Xxxxx-Xxxxxx Group would constitute more than 5% of the then
outstanding Voting Securities;
(ii) except as specifically provided for in Section 1
and Section 2 hereof, make, or in any way participate, directly or
indirectly, in any "solicitation" (as such term is used in the proxy
rules of the Securities and Exchange Commission (the "SEC")) of
proxies or consents (whether or not relating to the election or
removal of directors), seek to advise, encourage or influence any
Person with respect to the voting of any Voting Securities, initiate,
propose or otherwise "solicit" (as such term is used in the proxy
rules of the SEC) shareholders of the Company for the approval of
shareholder proposals whether made pursuant to Rule 14a-8 under the
Exchange Act or otherwise, induce or attempt to induce any other
Person to initiate any such shareholder proposal, or otherwise
communicate with the Company's shareholders or others pursuant to Rule
14a-1(l)(2)(iv) under the Exchange Act;
(iii) make any public announcement with respect to any
proposal or offer involving any merger, consolidation, business
combination, tender or exchange offer, sale or purchase of assets,
sale or purchase of securities, dissolution, liquidation,
restructuring, recapitalization or similar transactions of or
involving the Company or any of its Affiliates;
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(iv) form, join or in any way participate in any
"group" (within the meaning of Section 13(d)(3) of the Exchange Act)
or in any "syndicate or affiliated group" (within the meaning of
Section 304(b)(3) of the Communications Satellite Act of 1962) with
respect to any Voting Securities;
(v) deposit any Voting Securities in any voting trust
or subject any Voting Securities to any arrangement or agreement with
respect to the voting of any Voting Securities, except as specifically
set forth in Section 1 hereof;
(vi) execute any written consent as shareholders with
respect to the Company or its Voting Securities, except as set forth
in Section 1 hereof;
(vii) otherwise act, alone or in concert with others,
to control or seek to control or influence or seek to influence the
management, the Board or policies of the Company, other than through
non-public communications with the directors of the Company, including
the Xxxxxx/Xxxxx-Xxxxxx Nominees acting in their capacity as directors
of the Company;
(viii) seek, alone or in concert with others, (a) to
call a meeting of shareholders, (b) representation on the Board,
except as specifically set forth in Section 1 hereof, or (c) the
removal of any member of the Board;
(ix) make any publicly disclosed proposal regarding any
of the foregoing;
(x) publicly disclose any request to amend, waive or
terminate any provision of this Agreement; or
(xi) take or cause others to take any action
inconsistent with any of the foregoing.
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(c) Nothing in paragraph (b) of this Section 3 shall be
deemed to limit, prevent or preclude any communication among or between any
of the members of the Xxxxxx/Xxxxx-Xxxxxx Group that does not involve the
communication by a Xxxxxx/Xxxxx-Xxxxxx Nominee of confidential information
obtained by such nominee during the term of his service as a member of the
Board of Directors of the Company or any committee thereof.
(d) Subject to compliance with the provisions of paragraph
(b) of this Section 3 and subject to compliance with applicable securities
laws, nothing shall be deemed to limit, prevent or preclude any member of
the Xxxxxx/Xxxxx-Xxxxxx Group from acting as a broker, consultant or
financial adviser to any party in a business or financial transaction with
or involving the Company or any of its Affiliates.
(e) Nothing contained in paragraph (b) of this Section 3
shall be deemed in any way to prohibit or limit a Xxxxxx/Xxxxx-Xxxxxx
Nominee during the term of his service as a director of the Company from
engaging in any lawful acts in his capacity as a director of the Company.
4. Representations and Warranties of the Xxxxxx/Xxxxx-Xxxxxx
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Group.
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(a) Each member of the Xxxxxx/Xxxxx-Xxxxxx Group which is
not a natural person represents and warrants on its own behalf that it has
the corporate power and authority to execute, deliver and carry out the
provisions of this Agreement and to consummate the transactions
contemplated hereby.
(b) Each member of the Xxxxxx/Xxxxx-Xxxxxx Group which is
not a natural person represents and warrants on its own behalf that this
Agreement has been duly authorized, executed, and delivered, constitutes
its valid and binding obligation, and is enforceable against it in
accordance with its terms.
(c) Each member of the Xxxxxx/Xxxxx-Xxxxxx Group who is a
natural person represents and warrants on his own behalf that he has the
power and authority to execute, deliver and carry out the provisions of
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this Agreement and to consummate the transactions contemplated hereby.
(d) Each member of the Xxxxxx/Xxxxx-Xxxxxx Group who is a
natural person represents and warrants on his own behalf that this
Agreement has been duly executed and delivered, constitutes his valid and
binding obligation, and is enforceable against him in accordance with its
terms.
(e) The members of the Xxxxxx/Xxxxx-Xxxxxx Group represent
and warrant that they, together with their Affiliates and Associates,
beneficially own an aggregate of 1,601,950 shares of Voting Securities as
set forth by beneficial owner and amount on Schedule A hereto and such
Voting Securities constitute all of the Voting Securities of the Company
beneficially owned by the members of the Xxxxxx/Xxxxx-Xxxxxx Group and
their Affiliates and Associates.
5. Representations and Warranties of the Company. The Company
hereby represents and warrants as follows:
(a) The Company has the corporate power and authority to
execute, deliver and carry out the terms and provisions of this Agreement
and to consummate the transactions contemplated hereby, and has taken all
necessary action to authorize the execution, delivery and performance of
this Agreement and the transactions contemplated hereby.
(b) This Agreement has been duly and validly authorized,
executed and delivered by the Company and constitutes a valid and binding
agreement of the Company, enforceable in accordance with its terms.
6. Press Release. Upon execution of this Agreement, the Company
shall issue a press release substantially in the form attached hereto with
such changes as may be mutually agreed to by the Company and the
Representative (as such term is hereinafter defined). None of the parties
hereto will make any public statements (including any statements in any
filing with the Securities and Exchange Commission or any other
governmental agency) that are inconsistent with, or are otherwise contrary
to, the statements in the press release. Nothing shall preclude or prevent
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either the Company or any member of the Xxxxxx/Xxxxx-Xxxxxx Group from
making public statements that are not either contrary to, or inconsistent
with, the statements in the press release, provided that all such public
statements shall be in compliance with applicable securities laws and
consistent with any such party's fiduciary duties to the Company.
7. Expenses. The Company hereby agrees to reimburse the
Xxxxxx/Xxxxx-Xxxxxx Group for their reasonable, documented, out-of-pocket
expenses incurred in connection with the Xxxxxx/Xxxxx-Xxxxxx solicitation
of consents to hold a special meeting of shareholders of the Company, the
Proxy Contest, the Pending Litigation (notwithstanding Section 1(a) hereof)
and the negotiation of this Agreement, in an aggregate amount not to exceed
$845,000. The Company agrees to pay such expenses by check or wire transfer
within five business days of receipt of an invoice of the same, together
with supporting documentation (such as a law firm billing statement), from
the Xxxxxx/Xxxxx-Xxxxxx Group.
8. Specific Performance. Each of the members of the
Xxxxxx/Xxxxx-Xxxxxx Group, on the one hand, and the Company on the other,
acknowledges and agrees that irreparable injury to the other party or
parties (as the case may be) hereto would occur in the event any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached and that such injury would not be
compensable in damages. It is accordingly agreed that each party hereto
(the "Moving Party") shall be entitled to specific enforcement of, the
terms hereof and the other parties hereto will not take action, directly or
indirectly, in opposition to the Moving Party seeking such relief on the
grounds that any other remedy or relief is available at law or in equity.
9. No Waiver. Any waiver by any party hereto of a breach of any
provision of this Agreement shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other
provision of this Agreement. The failure of a party hereto to insist upon
strict adherence to any term of this Agreement on one or more occasions
shall not be considered a waiver or deprive that party of the right
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thereafter to insist upon strict adherence to that term or any other term
of this Agreement.
10. Certain Definitions. As used in this Agreement, (a) the term
"Person" shall mean any individual, partnership, corporation, group,
syndicate, trust, government or agency thereof, or any other association or
entity; (b) the terms "Affiliates" and "Associates" shall have the meanings
set forth in Rule 12b-2 under the Exchange Act and shall include persons
who become Affiliates or Associates of any Person subsequent to the date
hereof; and (c) the term "Voting Securities" shall mean the shares of
Common Stock and any other securities of the Company entitled to vote in
the election of directors, or securities convertible into, or exercisable
or exchangeable for, such Common Stock or other securities, whether or not
subject to the passage of time or other contingencies.
11. Successors and Assigns. All the terms and provisions of this
Agreement shall inure to the benefit of and shall be enforceable by the
successor and assigns of the parties hereto.
12. Survival of Representations. All representations, warranties
and agreements made by the parties in this Agreement or pursuant hereto
shall survive the date hereof.
13. Entire Agreement; Amendments. This Agreement contains the
entire understanding of the parties hereto with respect to its subject
matter. There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings other than those expressly set forth
herein. This Agreement may be amended only by a written instrument duly
executed by the parties hereto or their respective successors or assigns.
14. Headings. The section headings contained in this Agreement
are for reference purposes only and shall not effect in any way the meaning
or interpretation of this Agreement.
15. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly given if so given) by hand delivery, cable,
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telecopy (confirmed in writing) or telex, or by mail (registered or
certified, postage prepaid, return receipt requested) to the respective
parties hereto as follows:
If to the Company:
COMSAT Corporation
0000 Xxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.,
Vice President, General
Counsel and Secretary
Telecopy: 301/214-7128
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Telecopy: 212/735-2000
If to the Xxxxxx/Xxxxx-Xxxxxx Group:
Xxxxxxx X. Xxxxxx
Providence Capital, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: 212/888-3203
and
Xxxxx Xxxxxxxx, Esq.
Xxxxx-Xxxxxx & Co.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: 212/495-5360
with copies to:
Coudert Brothers
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
Telecopy: 212/626-4120
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and
Zuckerman, Spaeder, Xxxxxxxxx,
Xxxxxx & Xxxxxx, L.L.P.
0000 Xxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxx X. Xxxxxxxxx, Esq.
Telecopy: 202/822-8106
and
Xxxx Xxxxx Xxxx & XxXxxx
Suite 1100 - East Tower
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
Telecopy: 202/414-9299
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth
above.
16. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the District of
Columbia, without reference to the conflict of laws principles thereof.
17. Counterparts. This Agreement may be executed in counterparts,
each of which shall be an original, but each of which together shall
constitute one and the same Agreement.
18. Xxxxxx/Xxxxx-Xxxxxx Group Representative. Each member of the
Xxxxxx/Xxxxx-Xxxxxx Group hereby irrevocably appoints Xxxxx Xxxxxxxx, Esq.
as such member's attorney-in-fact and representative (the
"Representative"), in such member's place and stead, to do any and all
things and to execute any and all documents and give and receive any and
all notices or instructions in connection with this Agreement and the
transactions contemplated hereby. The Company shall be entitled to rely, as
being binding on each member of the Xxxxxx/Xxxxx-Xxxxxx Group, upon any
action taken by the Representative or upon any document, notice,
instruction or other writing given or executed by the Representative.
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IN WITNESS WHEREOF, and intending to be legally bound hereby,
each of the undesigned parties has executed or caused this Agreement to be
executed on the date first above written.
COMSAT CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Name: Xxxxx X. Xxxxxxx
Title: Chairman of the Board
PROVIDENCE CAPITAL, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
PACIFIC EQUITY LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
PROVIDENCE INVESTORS LLC
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Member
XXXXX-XXXXXX & CO., INC.
By: /s/ Xxx X. Xxxxx-Xxxxxx
-----------------------
Name: Xxx X. Xxxxx-Xxxxxx
Title: President
16
XXXXX-XXXXXX MANAGEMENT CO., INC.
By: /s/ Xxx X. Xxxxx-Xxxxxx
-----------------------
Name: Xxx X. Xxxxx-Xxxxxx
Title: President
/s/ Xxxxxxx X. Xxxxxx
---------------------
XXXXXXX X. XXXXXX
/s/ Xxx X. Xxxxx-Xxxxxx
-----------------------
XXX X. XXXXX-XXXXXX
/s/ Xxxxxxx Xxxxxx
-------------------
XXXXXXX XXXXXX
/s/ Xxxxxxx Xxxxx
-----------------
XXXXXXX XXXXX
/s/ Xxxxxxxxx Xxxxxxxxx, Xx.
----------------------------
XXXXXXXXX XXXXXXXXX, XX.
/s/ Xxxx Xxxxx
--------------
XXXX XXXXX
/s/ Xxxx Xxxxxxxx
-----------------
XXXX XXXXXXXX
17
/s/ Xxxxxx X. Xxxxxxx
---------------------
XXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxx
--------------------
XXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxxxx
----------------------
XXXXXX X. XXXXXXXX
/s/ Xxxxx X. Xxxxxx
-------------------
XXXXX X. XXXXXX
/s/ Xxxxxxxx X. XxXxxxx
-----------------------
XXXXXXXX X. XxXXXXX
/s/ Xxxxx X. Xxxxxxxx
---------------------
XXXXX X. XXXXXXXX
/s/ Xxxxx X. Xxxxxx
-------------------
XXXXX X. XXXXXX
/s/ A. Xxxx Xxxxxx
------------------
A. XXXX XXXXXX
/s/ X.X. Xxxxxxxx
-----------------
XXXXX X. XXXXXXXX
18
SCHEDULE A
Xxxxxx/Xxxxx-Xxxxxx Group
Common Stock Ownership
Person Shares Options
Providence Capital, Inc. 15,000 -0-
Pacific Equity Limited -0- -0-
Providence Investors LLC 25,000 -0-
Xxxxxxx X. Xxxxxx -0- -0-
Xxxxxxx Xxxxxx -0- 2,000
Xxxxxxx Xxxxx 5,000 -0-
Xxxxxxxxx Xxxxxxxxx, Xx. -0- -0-
Xxxx Xxxxx -0- -0-
Xxxxx-Xxxxxx & Co., Inc. 157,900 -0-
Xxxxx-Xxxxxx Management
Co., Inc. 1,342,100 -0-
Xxx X. Xxxxx-Xxxxxx 1,500,100 -0-
Xxxx Xxxxxxxx -0- -0-
Xxxxxx X. Xxxxxxx 2,000 -0-
Xxxxxx X. Xxxxxx 1,000 -0-
Xxxxxx X. Xxxxxxxx -0- -0-
Xxxxx X. Xxxxxx 2,000 -0-
Xxxxxxxx X. XxXxxxx -0- -0-
Xxxxx X. Xxxxxxxx 900 -0-
Xxxxx X. Xxxxxx 250 -0-
A. Xxxx Xxxxxx 44,500 -0-
Xxxxx X. Xxxxxxxx -0- -0-
Xxxxxx X. Xxxxxx 200 -0-
Xxxx X. Xxxxxxxx 900 -0-
Xxxxxxxxx Xxxxxx 000 -0-
Xxxx Xxxxx Xxxxxxxx 4,000 -0-
The Collectors' Fund L.P. 13,500 -0-
Amici Associates L.P. 31,000 -0-
19
Notes
Xxx X. Xxxxx-Xxxxxx'x shares include shares held or managed by Xxxxx-Xxxxxx
& Co., Inc. and Xxxxx-Xxxxxx Management Co., Inc. which may be deemed to be
beneficially owned by Xxx X. Xxxxx-Xxxxxx. Xx. Xxxxx-Xxxxxx personally has
beneficial interest in 19,900 shares directly and another 20,000 shares
through his XXX account. Xx. Xxxxx-Xxxxxx owns 100 shares both beneficially
and of record.
Xxxxxx X. Xxxxxx is the son of Xxxxx X. Xxxxxx.
Xxxx X. Xxxxxxxx shares investment power over 900 shares with her husband
Xxxxx X. Xxxxxxxx.
Xxxxxxxxx Xxxxxx shares voting and investment power over 200 shares with
her husband Xxxxx X. Xxxxxx.
Xxxx Xxxxx Xxxxxxxx owns 4,000 shares as to which her husband Xxxxx X.
Xxxxxxxx disclaims beneficial ownership.
A. Xxxx Xxxxxx is a general partner in The Collectors' Fund L.P. and Amici
Associates L.P. with shared investment and voting power over the 13,500
shares held directly by The Collectors' Fund L.P. and the 31,000 shares
held directly by Amici Associates L.P.
20
