[Letterhead of]
[The General Electric Company, p.l.c.]
Xxxxxx X. Xxxxxxxx Xxxxxxxxx Xxxxx, Xx.
Chief Executive Officer KKR Associates
Reltee Corporation 0 Xxxx 00xx Xxxxxx
0000 Xxxxxxxxxxx Xxxxx Xxx Xxxx, X.X.
Cleveland, Ohio 44124
February 28, 1999
Gentlemen:
Reference is hereby made to (i) the Agreement and Plan of Merger dated
as of March 1, 1999 (the "Merger Agreement"), by and among GEC Incorporated, a
Delaware corporation ("GEC Inc") and a wholly-owned subsidiary of The General
Electric Company, p.l.c., Company No. 67307 ("GEC p.l.c.), Xxxxxx Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of GEC Inc.
("Purchaser"), and Reltec Corporation, a Delaware corporation (the "Company"),
and (ii) the Agreement dated March 25, 1998, for a Euro 6,000,000,000 Syndicated
Credit Facility for GEC p.l.c. (the "Credit Agreement"), arranged by the banks
named therein, with HSBC Investment Bank PLC, as Agent, and Marine Midland Bank,
as U.S. Swingline Agent.
In connection with the Merger Agreement, GEC p.l.c. hereby represents
and warrants to, and agrees with, you as follows:
1. GEC Inc. is a "Subsidiary" of GEC p.l.c., as such term is defined
in the Credit Agreement.
2. GEC p.l.c. has delivered the documents required by Section 28.4(a)
of the Credit Agreement, including a Borrower Accession Agreement (as defined in
the Credit Agreement) executed by GEC p.l.c. and GEC Inc., so that GEC Inc. is
an "Additional Borrower" under the Credit Agreement. Prior to the earlier to
occur of (i) the date which is one day after the Effective Time (as defined in
the Merger Agreement) and (ii) the date the Merger Agreement is terminated, GEC
p.l.c. will not exercise its rights under Section 9.5 of the Credit Agreement to
request that GEC Inc. cease to be a Borrower under the Credit Agreement.
2
3. From and after the date hereof until the earlier to occur of (i)
the date which is one day after the Effective Time (as defined in the Merger
Agreement) and (ii) the date the Merger Agreement is terminated, GEC p.l.c.
shall cause the total amount of Advances (as defined in the Credit Agreement)
for all the Borrowers to be in an amount such that, upon satisfaction of the
conditions precedent set forth in the Credit Agreement, GEC Inc. may borrow
Advances in the aggregate amount then necessary to complete the acquisition of
all the outstanding Shares (as defined in the Merger Agreement), upon the terms
and conditions set forth in the Merger Agreement.
4. As of the date hereof, the Credit Agreement is in full force and
effect and constitutes a legal, valid and binding obligation of GEC p.l.c.
(assuming due authorization, execution and delivery by the other parties
thereto), enforceable against GEC p.l.c. in accordance with its terms. As of
the date hereof, GEC p.l.c. could satisfy all the conditions precedent to
borrowing an Advance under the Credit Agreement if a Request (as defined in the
Credit Agreement) for an Advance was made by GEC p.l.c. under the Credit
Agreement on this date.
5. GEC p.l.c. otherwise intends to make available to GEC Inc. funds
to enable it to complete the acquisition of all the outstanding Shares, upon the
terms and conditions set forth in the Merger Agreement.
Yours sincerely,
/s/ Xxxx Xxxx
Xxxx Xxxx
