COMPANY: HUDSON GENERAL CORPORATION By: /s/ Michael Rubin -------------------------------- Name: Michael Rubin Title: President MERGER SUB: RIVER ACQUISITION CORP. By: /s/ Jay B. Langner -------------------------------- Name: Jay B. Langner Title:...Agreement and Plan of Merger • February 10th, 1999 • Hudson General Corp • Airports, flying fields & airport terminal services • Delaware
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Amendment No. 1 ("Amendment No. 1"), dated as of February 9, 1999, amending the Agreement and Plan of Merger, dated as of November 22, 1998 (the "Agreement"), between Hudson General Corporation, a Delaware corporation (the "Company"), and River Acquisition Corp., a Delaware corporation (the "Merger Sub"). WHEREAS, in accordance with Section 8.03 of the Agreement, the parties hereto desire to amend the Agreement to reflect the parties agreement that the Merger Consideration (as defined in the Agreement) has been increased from $57.25 per share in cash to $61.00 per share in cash; NOW, THEREFORE, in consideration of the mutual agreements herein contained and intending to be legally bound hereby, the parties hereto agree as follows: 1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meaning provided therefor in the Agreement. 2. Amendments to Agreement. The Agreement is hereby amended as set forth i
