November 22, 1998 Hudson General Corporation 111 Great Neck Road Great Neck, New York 11021 Gentlemen: Reference is hereby made to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of the date hereof, between Hudson General...Merger Agreement • December 23rd, 1998 • Hudson General Corp • Airports, flying fields & airport terminal services
Reference is hereby made to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of the date hereof, between Hudson General Corporation (the "Company") and River Acquisition Corp. (the "Merger Sub"). As of the Effective Time, subject to the satisfaction or waiver of all of the closing conditions contained in Article VII of the Merger Agreement, we hereby agree, jointly and severally, to contribute 280,000 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Company to the Merger Sub; provided, however, that the number of shares contributed to Merger Sub shall be reduced on a share by share basis for (i) any shares of Common Stock that are contributed by other investors to Merger Sub and (ii) up to 35,000 options to purchase shares of Common Stock retained by other members of the Management Group in lieu of cancellation pursuant to the Merger. Capitalized terms used but not otherwise defined herein shall have the respective meanings as cribed thereto
