BETWEENAgreement and Plan of Merger • February 16th, 1999 • Hudson General Corp • Airports, flying fields & airport terminal services • Delaware
22 2 AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • May 13th, 1998 • Hudson General Corp • Airports, flying fields & airport terminal services
37 2 AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 1998 • Hudson General Corp • Airports, flying fields & airport terminal services
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 1998 • Hudson General Corp • Airports, flying fields & airport terminal services
FIRST AMENDMENTHudson General Corp • September 19th, 1995 • Airports, flying fields & airport terminal services
24 2 AMENDMENT NO. 3Hudson General Corp • February 10th, 1997 • Airports, flying fields & airport terminal services • Delaware
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
1 EXHIBIT 32 [ALLEN & COMPANY INCORPORATED LOGO] February 15, 1999 Special Committee of the Board of Directors Hudson General Corporation 111 Great Neck Road Great Neck, NY 11021 Gentlemen: We understand that Hudson General Corporation ("Hudson") and...Hudson General Corp • February 19th, 1999 • Airports, flying fields & airport terminal services
WAIVER AGREEMENT Waiver Agreement, dated February 15, 1999, relating to the Agreement and Plan of Merger dated as of November 22, 1998 as amended by Amendment No. 1 thereto dated February 9, 1999 (the "Merger Agreement"), between Hudson General...Waiver Agreement Waiver Agreement • February 16th, 1999 • Hudson General Corp • Airports, flying fields & airport terminal services • Delaware
Exhibit 31 HUDSON GENERAL CORPORATION AGREES TO BE ACQUIRED BY GLOBEGROUND GMBH, A UNIT OF DEUTSCHE LUFTHANSA AG, FOR $76.00 PER SHARE IN CASH ----------- --------------------------------------------------------------------- Great Neck, New York --...Hudson General Corp • February 19th, 1999 • Airports, flying fields & airport terminal services
21 2 AMENDMENT NO. 1Unit Purchase and Option Agreement • February 10th, 1997 • Hudson General Corp • Airports, flying fields & airport terminal services • New York
AGREEMENT AND PLAN OF MERGER BETWEEN HUDSON GENERAL CORPORATION AND RIVER ACQUISITION CORP. DATED AS OF NOVEMBER 22, 1998 TABLE OF CONTENTS ARTICLE I THE MERGER SECTION 1.01. The Merger . . . . . . . . . . . . . . . . . . . . . 1 SECTION 1.02....Agreement and Plan of Merger • November 23rd, 1998 • Hudson General Corp • Airports, flying fields & airport terminal services • Delaware
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...Hudson General Corp • December 23rd, 1998 • 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
5 2 AMENDMENT NO. 5 TO LIMITED LIABILITY COMPANY AGREEMENT OF HUDSON GENERAL LLCLimited Liability Company Agreement • October 16th, 1998 • Hudson General Corp • Airports, flying fields & airport terminal services • Delaware
FIRST AMENDMENTHudson General Corp • February 11th, 1999 • Airports, flying fields & airport terminal services • Massachusetts
DATEDUnit Purchase and Option Agreement • March 6th, 1996 • Hudson General Corp • Airports, flying fields & airport terminal services • New York
