AMENDED AND RESTATED JOINT FILING AGREEMENT
AMENDED AND RESTATED JOINT FILING AGREEMENT, dated as of December
22, 1998, by and among Xxx X. Xxxxxxx, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxx, Xxxxxxxx
XxXxxxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxx, Xxxxx X.
Xxxxxxxxxx, Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx X.
Xxxxxxxxx and River Acquisition Corp.
WHEREAS, each of the parties hereto other than Xx. Xxxxxx and River
Acquisition Corp. beneficially owns shares and/or options to purchase shares of
common stock, par value $1.00 per share (the "Common Stock"), of Xxxxxx General
Corporation;
WHEREAS, the parties hereto constitute a "group" (the "Reporting
Group") with respect to the beneficial ownership of the Common Stock for
purposes of Rule 13d-1 and Schedule 13D promulgated by the Securities and
Exchange Commission;
WHEREAS, pursuant to that certain Joint Filing Agreement dated as of
November 22, 1998 (the "Joint Filing Agreement"), the parties hereto (other than
Xxxxx X. Xxxxxxx and Xxxxxxxx X. Xxxxxxxx (the "Additional Reporting Persons"))
filed on November 23, 1998 a single statement on Schedule 13D (the "Reporting
Group Schedule 13D"), with respect to their respective interests in the Common
Stock; and
WHEREAS, the parties hereto desire to amend and restate the Joint
Filing Agreement to reflect the admission of the Additional Reporting Persons to
the Reporting Group.
NOW, THEREFORE, the parties hereto agree as follows:
1. The parties hereto shall prepare an amendment to the Reporting
Group Schedule 13D (the "Amended Schedule 13D") to reflect the admission of the
Additional Reporting Persons to the Reporting Group, and the Amended Schedule
13D shall be filed on behalf of each of them.
2. Each party hereto shall be responsible for the timely filing of
the Amended Schedule 13D and any necessary amendments thereto, and for the
completeness and
NYFS10...:\80\57780\0003\1948\AGRD228K.530
accuracy of the information concerning him or it contained therein, but shall
not be responsible for the completeness and accuracy of the information
concerning any other party contained therein, except to the extent that he or it
knows or has reason to believe that such information is inaccurate.
3. This Agreement shall continue unless terminated by any party
hereto.
4. Xxxxxxx X. Xxxxx and Xxx X. Xxxxxxx shall be designated as the
persons authorized to receive notices and communications with respect to the
Reporting Group Schedule 13D and any amendments thereto, including the Amended
Schedule 13D.
5. This Agreement may be executed in counterparts, each of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above written.
/s/ Xxx X. Xxxxxxx
-----------------------------------------
Xxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxx Xxxxxx
-----------------------------------------
Xxxxx Xxxxxx
/s/ Xxxxxxxx XxXxxxxxxxx
-----------------------------------------
Xxxxxxxx XxXxxxxxxxx
/s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxxxxx X. Xxxxxxxx
2
/s/ Xxxx X. Xxxxxxx
-----------------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxxxx
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Xxxx X. Xxxxxxxxx
/s/ Xxxxxxx Xxxxx
-----------------------------------------
Xxxxxxx Xxxxx
/s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxxx
RIVER ACQUISITION CORP.
By: /s/ Xxxxxxx Xxxxx
-------------------------------------
Xxxxxxx Xxxxx
Vice President
3
