Lynton Group Inc – ‘8-K/A’ for 12/23/97 – EX-2.1

As of:  Tuesday, 3/10/98   ·   For:  12/23/97   ·   Accession #:  27566-98-12   ·   File #:  0-06867

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Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                           27     77K 
 2: EX-2.1      Agreement                                             13±    63K 

EX-2.1   —   Agreement

EX-2.1
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Exhibit 2.1                                                                     

THIS AGREEMENT (this "AGREEMENT") is made 5th December, 1997                    
BETWEEN:-                                                                       
THE GENERAL ELECTRIC COMPANY, P.L.C. (registered in England No. 67307) having   
its registered office at 1 Stanhope Gate, London W1A 1EH ("GEC")                
AND                                                                             
LYNTON GROUP LIMITED (registered in England No. 1755460) having its registered  
office at Denham Airport, Hangar Road, Uxbridge, Middlesex UB9 5DF (the         
"PURCHASER")                                                                    
AND                                                                             
3.LYNTON GROUP INC. incorporated in the State of Delaware, U.S.A. and having    
its principal place of business at 9 Airport Road, Morristown Municipal         
Airport, Morristown, New Jersey 07960, U.S.A. (the "Guarantor")                 
WHEREAS:-                                                                       
GEC as the beneficial owner of the Shares has agreed to sell and transfer the   
Shares, and the Purchaser has agreed to purchase them, on the terms and         
conditions of this agreement, and the Guarantor has agreed to guarantee the     
Purchaser's obligations hereunder                                               
IT IS AGREED AS FOLLOWS:-                                                       
1.  INTERPRETATION                                                              
1.1 The Schedules form part of this agreement and shall have the same force and 
effect as if expressly set out in the body of this agreement and any reference  
to this agreement shall include the Schedules.                                  
1.2 Certain words and expressions used in this agreement are defined in Schedule
1.                                                                              
2.  SALE AND PURCHASE OF THE SHARES                                             
2.1 GEC shall sell with full title guarantee the Shares and the Purchaser shall 
purchase or procure the purchase of the Shares.  The Shares shall be free from  
all claims, liens, charges, encumbrances and equities whatsoever and shall be   
sold with all rights attached or accruing to them at Completion including,      
without limitation, the right to receive all dividends, distributions or any    
return of capital hereafter declared, paid or made in respect of periods        
commencing on or after Completion.                                              
3.  CONSIDERATION                                                               
3.1 The total consideration for the sale of the Shares shall be the payment by  
the Purchaser to GEC of the Purchase Price.                                     
4.  DEPOSIT AND COMPLETION                                                      
4.1 On execution of this Agreement the Guarantor shall deliver in respect of the
Deposit to GEC <pound-sterling>7 in cash together with a banker's draft in the  
sum of <pound-sterling>200,000 and an undertaking from the Purchaser's          
Solicitors in the Agreed Form.  If the Guarantor shall fail to make delivery as 
aforesaid or the Purchaser's Solicitors fail to make available for collection   
by GEC on 8 December 1997 a banker's draft in the sum of                        
<pound-sterling>1,799,993 drawn of The Royal Bank of Scotland plc Threadneedle  
Branch, this Agreement shall terminate and be of no effect whatsoever so that   
no party shall have any rights hereunder whatsoever (whether for damages,       
specific performance or otherwise howsoever) save always that the Purchaser     
shall remain liable to pay to GEC forthwith, by way of liquidated damages, the  
amount of such part of the Deposit as has not been received by GEC, and the     
Guarantor's obligations hereunder with respect to such liability of the         
Purchaser shall also remain in full force and effect.                           
4.2 Completion shall take place on or as soon as reasonably possible following  
the Business Day following the delivery to GEC of a letter from the Purchaser   
(which shall be delivered by hand) confirming to GEC in the Agreed Form that    
the Purchaser is in a position to complete the purchase hereunder in accordance 
with the terms hereof Provided that if any such letter is delivered to GEC on   
any day outside Working Hours such letter shall be deemed for all the purposes  
of this clause 4 to have been delivered to GEC during Working Hours on the next 
Business Day which follows the day of actual delivery in which case Completion  
shall take place on or as soon as reasonably possible following the Business    
Day following the Business Day on which such letter is deemed to have been      
delivered to GEC and provided that in any event Completion shall take place on  
or before 2nd January 1998.                                                     
4.3 At Completion, GEC and the Purchaser shall carry out their respective       
obligations listed in Schedule 2 (Completion Arrangements).  The business to be 
transacted at Completion shall take place in the order set out in Schedule 2,   
but so that unless all the business to be transacted at Completion is duly      
carried out none of such business shall be treated as having been transacted    
and the Purchaser shall not acquire title to the Shares until all of such       
business (including without limitation payment of the monies due from the       
Purchaser in respect of the Purchase Price at Completion) has been effected.    
4.4 If Completion has not taken place on or before 2nd January 1998 (otherwise  
than by reason of GEC's default), this Agreement shall terminate and be of no   
effect whatsoever, so that no party shall have any rights hereunder whatsoever  
(whether for damages, specific performance or otherwise howsoever) save always  
for GEC's right to retain the Deposit.                                          
4.5 GEC undertakes to the Purchaser that:-                                      
(i)the business of the Company shall during the period from the date hereof     
until Completion or termination of this Agreement pursuant to clause 4.4 be     
carried out in all respects in the ordinary course;                             
(ii)during such period the Company will pay no dividend or dispose of any       
tangible fixed assets with a book value in excess of <pound-sterling>50,000;    
(iii)until such time as this Agreement has been completed or terminated as      
provided in clause 4.4 it will not solicit offers from or carry on any          
negotiations with any other person in relation to a sale of the Company;        
(iv)during the periods specified in paragraph (i) above, the Company shall      
maintain in force insurance on substantially the same terms, covering           
substantially the same risks and at substantially the same level of cover as at 
the date of this Agreement.  GEC has asked its insurance brokers to note the    
Purchaser's interest with the underwriters for each insurance policy under      
which the Company is insured under the GEC group policies in respect of the     
said period and GEC shall account to the Company for the net insurance proceeds 
under such policies received by GEC in respect of claims made by the Company.   
(v)no person shall during such period be appointed a director of the Company    
without the consent of the Purchaser (such consent not to be unreasonably       
withheld, having regard to clause 6.6)                                          
Provided that nothing herein shall prevent any variation of the Company's       
articles of association for the purposes of facilitating the implementation of  
this Agreement.                                                                 
4.6 The Purchaser shall be entitled to appoint a person reasonably acceptable to
GEC who shall until Completion or the date on which this Agreement shall        
terminate pursuant to clause 4.4 be given all reasonable access to the          
personnel, offices and premises of the Company and to the materials, books,     
accounts and records of the Company (subject to any confidentiality or other    
restrictions by which the Company may be bound).                                
5.  GEC'S WARRANTIES AND UNDERTAKINGS                                           
5.1 Subject to clause 7 (Purchasers' Remedies and GEC's Limitations on          
Liability) and Schedule 4, GEC warrants to the Purchaser in the terms of the    
Warranties at the date of this agreement but gives no further or other          
warranties (except as provided by clause 2).  It is acknowledged that if the    
Purchaser completes the purchase of the Shares hereunder when it has become     
aware after the date of this agreement of any matter forming the basis of a     
claim for breach of Warranty, then such awareness shall not reduce (below the   
amount to which it would otherwise be entitled if it had not become so aware)   
the amount of damages to which the Purchaser shall be entitled to claim as a    
result.                                                                         
5.2 Subject to paragraph 2.2 of Schedule 4, each of the Warranties shall be     
construed as a separate and independent warranty.                               
5.3 GEC waives and will procure that it and all other members of the GEC Group  
will waive, any rights, remedies, or claims GEC or such other member of the GEC 
Group may have against any director of the Company or any Employee with respect 
to claims arising out of any information or advice supplied or given to GEC in  
connection with the proposed entering into of this agreement or any other       
agreement to be entered into pursuant hereto and the sale of the Company, other 
than in the case of fraud, wilful misstatement or wilful omission, and in any   
event waives and will procure the waiver by all other members of the GEC Group  
of any claim of any kind against the Company based on its vicarious liability   
for the acts or omissions of the Employees.                                     
5.4 Following Completion, no member of the GEC Group will use any confidential  
information concerning the Company which it has obtained by reason of the GEC   
Group's ownership of the Company in order to compete with the Company.          
5.5 For a period of one year after the Completion Date, no member of the GEC    
Group will induce or seek to induce any of the Employees who are managers or    
aircrew to become employed, whether as employee, consultant or otherwise by any 
member of the GEC Group except for a person who responds to a public            
advertisement or who is first approached when no longer an employee of the      
Company or a member of the Purchaser's Group.                                   
6.  PURCHASER'S WARRANTIES AND UNDERTAKINGS                                     
6.1 The Purchaser warrants to GEC as follows:-                                  
(A)it has the requisite power and authority to enter into and perform this      
agreement and the other documents to be executed by it and delivered at         
Completion in accordance with this agreement;                                   
(B)this agreement constitutes and the other documents executed by it which are  
to be delivered at Completion will, when executed, constitute obligations       
binding on it; and                                                              
(C)the execution and delivery of, and the performance by the Purchaser of its   
obligations under this agreement will not:-                                     
(i)result in a breach of a statutory provision or of any provision of its       
memorandum or articles of association;                                          
(ii)result in a breach of any order, judgment or decree of any court or         
governmental agency to which it or any member of the Purchaser's Group is a     
party or by which it or any member of the Purchaser's Group is bound; or        
(iii)require the consent of its shareholders.                                   
6.2.1Without prejudice to paragraph 2(D) to Schedule 2, the  Purchaser          
undertakes to use its reasonable endeavours to procure that, as soon as         
reasonably practicable following Completion, GEC and each other member of the   
GEC Group is released from all GEC Securities (if any) and undertakes to hold   
GEC, for itself and as trustee for its subsidiaries and the relevant members of 
the GEC Group indemnified and to keep it and them indemnified from and against  
all actions, claims, proceedings, loss, damage, payments, costs or expenses     
incurred by GEC or any member of the GEC Group in relation to or arising out of 
any GEC Securities (other than claims by the Purchaser for breach of Warranty   
under this Agreement that all GEC Securities have been disclosed).              
6.2.2As soon as reasonably practical following GEC being aware of any actual or 
potential claim, action or demand against it or any other member of the GEC     
Group which is likely to give rise to a claim against GEC or any other member   
of the GEC Group in respect of any GEC Security (other than claims by the       
Purchaser for breach of warranty under this Agreement that all GEC Securities   
have been disclosed) (a "GEC Security Claim"), GEC shall and shall procure that 
the relevant member of the GEC Group shall:-                                    
(A)notify the Purchaser in writing of the existence of the GEC Security Claim   
and provide the Purchaser with such information in relation thereto as the      
Purchaser may reasonably request;;                                              
(B)subject to the Purchaser indemnifying GEC and/or any other relevant member   
of its Group to their reasonable satisfaction against all liability, costs,     
damages or expenses which may be reasonably and properly incurred thereby, take 
such action and give such information and, upon reasonable notice, access to    
relevant personnel, premises, chattels, documents and records to the Purchaser  
and its professional advisers as the Purchaser may reasonably request and GEC   
or the relevant member of the GEC Group shall take such action and give such    
information and assistance in order to avoid dispute, resist, mitigate, settle, 
compromise, defend or appeal any GEC Security Claim in respect thereof or       
adjudication with respect thereto as the Purchaser may reasonably require; and  
(C)make no admission of liability, agreement, settlement or compromise with any 
third party in relation to any such GEC Security Claim or adjudication without  
the prior written consent of the Purchaser (such consent not to be unreasonably 
withheld or delayed).  If the Purchaser agrees with the third party to settle   
or compromise a claim, and GEC refuses to agree to such settlement or           
compromise then, if the amount for which the Purchaser subsequently becomes     
liable exceeds the figure at which it would have so settled or compromised the  
relevant claim, the Purchaser shall not be liable for the excess amount or any  
costs incurred since the proposed date of settlement or compromise.             
6.3 The Purchaser hereby undertakes that it shall not and shall procure that    
neither the Company nor any other member of the Purchaser's Group shall make    
any use of any trade marks or business or corporate names consisting of or      
incorporating any of the GEC Names and/or any trade mark or business or         
corporate name confusingly similar thereto in relation to any goods or services 
excluding the name "Magec", provided that in using the name "Magec" neither the 
Company nor any other member of the Purchaser's Group shall give any prominence 
or emphasis to the letters "GEC".                                               
6.4 The Purchaser further undertakes that, in the case of the GEC Names, as soon
as reasonably practicable and in any event no later than four weeks from        
Completion it shall procure the removal of such names from wherever they may    
respectively appear in connection with the Company, including (without          
limitation) all premises, advertisements, signs, brochures and vehicles which   
are used by the Company Provided that immediately on Completion, the Purchaser  
shall procure that the Company shall cease to use any stationery, purchase      
order, invoice or receipt which bears reference to any of the GEC Names unless  
such names have been covered with an appropriate sticker or otherwise been      
rendered illegible.                                                             
6.5 The Purchaser undertakes that it will prior to Completion make an offer to  
Richard Warner to employ him as from Completion on the same terms as or better  
than those on which he is at present employed (and GEC shall release him from   
his present employment contract accordingly).                                   
6.6 If as contemplated in Schedule 2 the Purchaser shall at Completion have     
requested GEC to procure the removal from office of any director of the         
Company, the Purchaser shall pay GEC by way of adjustment to the Purchase Price 
at Completion (if, at that time, any relevant amount shall have been finally    
determined or agreed) or otherwise so soon thereafter as the relevant amount(s) 
shall have been finally determined or agreed, the amount of any loss, damage,   
payment, costs or expenses which GEC may suffer as a result of procuring any    
such removal from office.  The provisions of clause 6.2.2 hereof shall apply    
mutatis mutandis to any claim which any director may make against GEC in        
connection with his removal from office at the request of the Purchaser         
pursuant hereto.                                                                
7.  PURCHASER'S REMEDIES AND GEC'S LIMITATIONS ON LIABILITY                     
7.1 The Purchaser's right to claim that a Warranty has been breached shall be   
limited as set out in sub-clause 7.2 and in Schedule 4 (Limitations on the      
GEC's Liability under the Warranties) and no liability shall attach to GEC in   
respect of claims under the Warranties or the Tax Covenant, as the case may be, 
if and to the extent that such limitations apply.                               
7.2 The Purchaser shall not be entitled to claim that any fact causes any of the
Warranties to be breached if it was fairly disclosed or deemed to be disclosed  
in the Disclosure Letter or in any document delivered as an annexure to the     
Disclosure Letter.                                                              
7.3 If, following Completion, the Purchaser becomes aware that there has been   
any material breach of the Warranties or any other term of this agreement the   
Purchaser shall not be entitled to treat this agreement as terminated but shall 
be entitled to claim damages under this agreement.                              
7.4 Each of the parties acknowledges that the restrictions contained in clauses 
5.4 and 15 shall continue to apply after the termination of the sale and        
purchase of the Shares under this agreement without limit in time.              
8.  PENSION ARRANGEMENTS                                                        
Each of GEC and the Purchaser shall comply with Schedule 5.                     
9.  GUARANTEE                                                                   
9.1 In consideration of GEC agreeing to sell the Shares on the terms set out in 
this agreement, the Guarantor hereby unconditionally and irrevocably guarantees 
to GEC as a primary obligor and notwithstanding any want of authority,          
invalidity or other defect the due and punctual performance and observance by   
the Purchaser of all of its obligations, commitments and undertakings under or  
pursuant to this agreement or any other document referred to in it and agrees   
to indemnify GEC in respect of any breach by the Purchaser of any of its        
obligations, commitments and undertakings under or pursuant to this agreement   
or any other document referred to in it.  The liability of the Guarantor under  
this agreement or any other document referred to in it shall not be released or 
diminished by any variation of the terms of this agreement or any other         
document referred to in it (whether or not agreed by the Guarantor), any        
forbearance, neglect or delay in seeking performance of the obligations hereby  
imposed or any granting of time for such performance.                           
9.2 If and whenever the Purchaser defaults for any reason whatsoever in the     
performance of any obligation, commitment or undertaking undertaken or          
expressed to be undertaken under or pursuant to this agreement or any other     
document referred to in it, the Guarantor shall forthwith upon demand           
unconditionally perform (or procure performance of) and satisfy (or procure     
satisfaction of) the obligation, commitment or undertaking in regard to which   
such default has been made in the manner prescribed by this agreement or any    
other document referred to in it and so that the same benefits shall be         
conferred on GEC as would have been received if such obligation, commitment or  
undertaking had been duly performed and satisfied by the Purchaser.             
9.3 This guarantee is to be a continuing guarantee and accordingly is to remain 
in force until all the obligations of the Purchaser shall have been performed   
or satisfied regardless of the legality, validity or enforceability of any      
provisions of this agreement and notwithstanding the winding-up, liquidation,   
dissolution or other incapacity of the Purchaser or any change in the status,   
control or ownership of the Purchaser.  This guarantee is in addition to,       
without limiting and not in substitution for, any rights or security which GEC  
may now or after the date of this agreement have or hold for the performance    
and observance of the obligations, commitments and undertakings of the          
Purchaser under or in connection with this agreement or any other document      
referred to in it.                                                              
9.4 As a separate and independent stipulation, the Guarantor agrees that any    
obligation, commitment or undertaking expressed to be undertaken by the         
Purchaser (including, without limitation, any moneys expressed to be payable    
under this agreement) which may not be enforceable against or recoverable from  
the Purchaser by reason of any legal limitation, disability or incapacity on or 
of the Purchaser or any fact or circumstance (other than any limitation imposed 
by this agreement) shall nevertheless be enforceable against and recoverable    
from the Guarantor as though the same had been incurred by the Guarantor and    
the Guarantor were the sole or principal obligor in respect thereof and shall   
be performed or paid by the Guarantor on demand.                                
10.  REMEDIES AND WAIVERS                                                       
10.1 No delay or omission on the part of any party to this agreement in         
exercising any right, power or remedy provided by law or under this agreement   
or any other documents referred to in it shall:-                                
(A)impair such right, power or remedy; or                                       
(B)operate as a waiver thereof                                                  
without prejudice to the provisions relating to limitations on liability under  
the Warranties as set out in clause 7 (Purchasers' Remedies and GEC's           
Limitations on Liability) and Schedule 4 (Limitations on GEC's Liability under  
the Warranties).                                                                
10.2 The single or partial exercise of any right, power or remedy provided by   
law or under this agreement shall not preclude any other or further exercise    
thereof or the exercise of any other right, power or remedy.                    
10.3 Rights, powers and remedies provided in this agreement are cumulative and  
subject as otherwise expressly provided not exclusive of any rights, powers and 
remedies provided by law.                                                       
11.  ASSIGNMENT                                                                 
11.1 This agreement and the benefits and obligations under it and any part of it
shall not be assignable by the Purchaser except by way of security to a lender  
to whom security is given over the Shares and except that the Purchaser may,    
upon giving written notice to GEC assign the benefit (but not the burden) of    
this agreement to a member of the Purchaser's Group provided that:-             
(A)any such assignee remains a member of the Purchaser's Group; and             
(B)before such assignee ceases to be a member of the Purchaser's Group, the     
Purchaser will procure that the benefit of this agreement is assigned to the    
Purchaser or (upon giving further written notice to GEC) to another company     
within the Purchaser's Group (any such further assignment to be subject to the  
same conditions as above); and                                                  
(C)if the liability of GEC shall be increased by reason of such assignment, the 
assignee shall be entitled to claim against GEC only such amount as would equal 
GEC's liability had no assignment taken place.                                  
11.2 The Warranties shall cease to have any effect for all purposes in relation 
to the Company upon the Company ceasing to be owned by a member of the          
Purchaser's Group.                                                              
12.  FURTHER ASSURANCE                                                          
Each of the parties shall from time to time, on being required to do so by the  
other, now or at any time in the future, execute or procure the execution of    
all such documents in a form satisfactory to the party concerned and, except as 
provided elsewhere in, and subject to the terms of, this agreement, each of the 
parties shall, at its own expense do or, so far as it is able, procure to be    
done, all such acts as the parties may, in each such case, reasonably consider  
necessary for giving full effect to this agreement and securing to the          
Purchaser or GEC (as the case may be) the full benefit of the rights, powers    
and remedies conferred upon them in this agreement.                             
13.  ENTIRE AGREEMENT                                                           
13.1 This agreement, the Tax Covenant, the Disclosure Letter and any other      
documents referred to in this agreement constitute the whole and only agreement 
between the parties relating to the sale and purchase of the Shares and, save   
to the extent expressly set out in this agreement, supersedes and extinguishes  
any prior drafts, agreements, undertakings, representations, warranties,        
promises, assurances and arrangements of any nature whatsoever, whether or not  
in writing relating thereto.                                                    
13.2 Each party acknowledges that save to the extent expressly set out in this  
agreement, in entering into this agreement, the Tax Covenant, the Disclosure    
Letter and any other documents referred to in this agreement on the terms set   
out therein, it is not relying upon any agreement, undertaking, representation, 
warranty, promise, assurance or arrangement made or given by any other party or 
any other person, whether or not in writing, at any time prior to the execution 
of this agreement (including without limitation any statement made, information 
given or opinion expressed in the Information Memorandum or in any document in  
the Data Room) or any warranty or condition implied by statute or otherwise and 
no representations or warranties are given by GEC save for the Warranties, and  
Clause 2.                                                                       
13.3 None of the parties shall have any right of action against the other party 
to this agreement arising out of or in connection with any agreement,           
undertaking, representation, warranty, promise, assurance or arrangement        
referred to in sub-clause 13.1 or 13.2 above (except in the case of fraud and   
save to the extent expressly set out in this agreement).                        
13.4 The parties have entered into this agreement in reliance on the express    
terms hereof.  In the event of either GEC or the Purchaser proving that in      
entering into this agreement or fulfilling its obligations hereunder it has     
acted in reliance on a statement fraudulently made by the other or would have   
acted differently but for the fraudulent withholding of information by the      
other, the parties acknowledge that the provisions of this agreement shall have 
effect only to the extent consistent with applicable law and shall not limit in 
any way the rights of GEC or the Purchaser (as the case may be) against the     
other in respect of such statement or withholding of information.               
14.  NOTICES                                                                    
14.1 Any notice or other communication given or made under or in connection with
the matters contemplated by this agreement shall, unless expressly stated       
otherwise, be in writing, other than writing on the screen of a visual display  
unit or other similar device which shall not be treated as writing for the      
purposes of this clause.                                                        
14.2 Any such notice or other communication shall be addressed as provided in   
sub-clause 14.3 and sent by personal delivery or by first class post or airmail 
(if overseas) and, in the case of personal delivery, shall be deemed given or   
made at the time of delivery or, in the case of a notice or communication sent  
by first class post or airmail, shall be deemed given or made on the next       
Business Day after posting (in the case of first class post) or the fifth       
Business Day after posting (in the case of airmail) Provided that if, in        
accordance with the above provisions, any such notice or other communication is 
given or made outside Working Hours, such notice or other communication shall   
be deemed to be given or made at the start of Working Hours on the next         
Business Day.                                                                   
14.3The relevant addressee and address of each party for the purposes of this   
agreement, subject to sub-clause 14.4, are:-                                    

                                                                [Download Table]

NAME OF PARTY             Addressee               Address                      
                                                                               
GEC                       Company Secretary       1 Stanhope Gate,             
                                                  London, W1A 1EH              
The Purchaser             Company Secretary       Denham Airport,              
                                                  Hangar Road,                 
                                                  Uxbridge,                    
                                                  Middlesex,                   
                                                  UB9 5DF                      
The Guarantor             President               9 Airport Road,              
                                                  Morristown Municipal Airport,
                                                  Morristown,                  
                                                  New Jersey 07960, USA        

14.4 A party may notify the other parties to this agreement of a change to its  
name, relevant addressee or address for the purposes of sub-clause 14.3         
Provided that such notification shall only be effective on:-                    
(A)the date specified in the notification as the date on which the change is to 
take place; or                                                                  
(B)if no date is specified or the date specified is less than five clear        
Business Days after the date on which notice is given, the date falling five    
clear Business Days after notice of any such change has been given.             
15.  ANNOUNCEMENTS                                                              
15.1 Subject to sub-clause 15.2, no public announcement concerning the sale of  
the Shares or any ancillary matter shall be made by either party without the    
prior written approval of the other, such approval not to be unreasonably       
withheld or delayed.                                                            
15.2 Any party may make a public announcement concerning the sale of the Shares 
or any ancillary matter if required by the law of any relevant jurisdiction or  
any securities exchange or regulatory or governmental body to which either      
party or any connected person is subject, wherever situated, including (without 
limitation) the London Stock Exchange or the Panel, whether or not the          
requirement has the force of law, PROVIDED THAT any such announcement shall be  
made only after consultation with the other party (if practicable).             
15.3 The parties shall release a press announcement in the Agreed Form as soon  
as reasonably practical following the signature of this Agreement.              
15.4 The restrictions contained in this clause shall continue to apply after    
Completion without limit in time.                                               
16.  RESTRICTIVE TRADE PRACTICES ACT 1976                                       
If there is any provision of this agreement, or of any agreement or arrangement 
of which this agreement forms part, which causes or would cause this agreement  
or that agreement or arrangement to be subject to registration under the        
RTPA 1976, then that provision shall not take effect until the day after        
particulars of this agreement or of that agreement or arrangement (as the case  
may be) have been furnished to the Director General of Fair Trading pursuant to 
section 24 RTPA 1976.                                                           
17.  COSTS AND EXPENSES                                                         
The Purchaser shall bear and pay the cost of all stamp duty, stamp duty reserve 
tax and other similar duty or tax and all registration fees which may result    
from the execution of this agreement and the other agreements entered into      
pursuant hereto for the transfer of the Shares to the Purchaser.  Save as       
otherwise stated in this clause or in any other provision of this agreement,    
each party shall pay its own costs and expenses in relation to the negotiations 
leading up to the sale of the Shares and in relation to the preparation,        
execution and carrying into effect of this agreement and all other documents    
referred to in it.                                                              
18.  COUNTERPARTS                                                               
18.1 This agreement may be executed in any number of counterparts, and by the   
parties on separate counterparts, but shall not be effective until each party   
has executed at least one counterpart.                                          
18.2 Each counterpart shall constitute an original of this agreement, but all   
the counterparts shall together constitute but one and the same instrument.     
19.  TIME OF ESSENCE                                                            
Time is of the essence of each provision of this agreement.                     
20.  INVALIDITY                                                                 
If at any time any provision of this agreement is or becomes illegal, invalid   
or unenforceable in any respect under the law of any applicable jurisdiction,   
then such provision will be deemed to be severed from this agreement and if     
possible replaced by a lawful provision which carries out, as closely as        
possible, the intention of the parties under this agreement and where           
permissible that shall not affect or impair:-                                   
(A)the legality, validity or enforceability in that jurisdiction of any other   
provision of this agreement; or                                                 
(B)the legality, validity or enforceability under the law of any other          
jurisdiction of that or any other provision of this agreement.                  
21.  GOVERNING LAW                                                              
This agreement shall be governed by and construed in accordance with English    
law.                                                                            
22.  JURISDICTION                                                               
Each party to this agreement irrevocably agrees that any Proceedings against it 
may be brought in the courts of England.  Nothing contained in this clause      
shall limit either party's rights to take Proceedings against the other in any  
other court of competent jurisdiction, nor shall the taking of Proceedings in   
one or more jurisdictions preclude the taking of Proceedings in any other       
jurisdiction, whether concurrently or not, to the extent permitted by the law   
of such other jurisdiction.                                                     
23.  AGENT FOR SERVICE                                                          
23.1 The Guarantor irrevocably appoints the Purchaser  to be its agent for the  
service of process in England.  It agrees that any Service Document may be      
effectively served on it in connection with Proceedings in England and Wales by 
service on its agent.                                                           
23.2 Any Service Document shall be deemed to have been duly served if marked for
the attention of the Company Secretary at the registered office for the time    
being of the Purchaser or such other address within England or Wales as may be  
notified and:                                                                   
(A)left at the specified address; or                                            
(B)sent to the specified address by first class post.                           
In the case of (A), the Service Document shall be deemed to have been duly      
served when it is left.  In the case of (B), the Service Document shall be      
deemed to have been duly served two clear Business Days after the date of       
posting.                                                                        
23.3 If the agent at any time ceases for any reason to act as such, the         
Guarantor shall appoint a replacement agent having an address for service in    
England or Wales and shall notify GEC of the name and address of the            
replacement agent.  Failing such appointment and notification, GEC shall be     
entitled by notice to the Purchaser to appoint a replacement agent to act on    
the Guarantor's behalf.  The provisions of this clause applying to service on   
an agent apply equally to service on a replacement agent.                       
23.4 A copy of any Service Document served on an agent shall be sent by post to 
the Guarantor.  Failure or delay in so doing shall not prejudice the            
effectiveness of service of the Service Document.                               
23.5 "Service Document" means a writ, summons, order, judgment or other process 
document issued out of the courts of England and Wales relating to or in        
connection with any Proceedings.                                                
AS WITNESS the hands of the duly authorised representatives of the parties the  
day and year first above written.                                               

EX-2.1
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SCHEDULE 1: 
Definitions 
(A)In this agreement, unless otherwise specified the following terms and        
expressions shall have the following respective meanings:-                      

                                                        [Enlarge/Download Table]

                                                                                            
"ACCOUNTS"        the audited financial statements of the Company for the year              
                  ended on the Accounts Date, including a balance sheet and                 
                  profit and loss account, copies of which are attached to the              
                  Disclosure Letter;                                                        
"ACCOUNTS DATE"   31st March, 1997;                                                         
"AGREED FORM"     in relation to any document, such document in a form agreed               
                  and initialled for the purposes of identification by the                  
                  Purchaser's Solicitors on behalf of the Purchaser and GEC's               
                  Solicitors on behalf of GEC;                                              
"THE PURCHASER'S                                                                            
 SOLICITORS"      Macfarlanes;                                                              
"BUSINESS DAY"    means a day (other than a Saturday, a Sunday or Christmas                 
                  Eve) on which banks are open for business in London;                      
"CAA AND FAA                                                                                
 APPROVALS"       means the Air Operator's Certificate Number 565, Operating                
                  Licence (Type B) Number OL/B/219 and Airworthiness Authority              
                  Approvals DAI/9172/88 and JAR-145 Approval (CAA, 00056)                   
                  issued to the Company by the Civil Aviation Authority and the             
                  Repair Station Certificate MGTY 330K issued to the Company by             
                  the Federal Aviation Administration;                                      
"CODE"            The City Code on Take-overs and Mergers;                                  
"COMPANIES ACTS"  the Companies Act 1985, the Company Securities (Insider                   
                  Dealing) Act 1985, the Companies Consolidation (Consequential             
                  Provisions) Act 1985 and the Companies Act 1989;                          
"COMPANY"         Magec Aviation Limited, of which particulars are given in                 
                  Schedule 7;                                                               
"COMPLETION"      completion of the sale and purchase of the Shares under this              
                  agreement;                                                                
"COMPLETION DATE" the date on which Completion occurs;                                      
"DATA ROOM"       the data room established at the offices of GEC's Solicitors              
                  in connection with the transaction effected by this                       
                  Agreement;                                                                
"DEPOSIT"         <pound-sterling>2,000,000 (two million pounds sterling);                  
"DISCLOSURE                                                                                 
 LETTER"          the letter dated the date of this Agreement written by GEC to             
                  the Purchaser for the purposes of clause 7 and delivered to               
                  the Purchaser's Solicitors contemporaneously with the                     
                  execution of this agreement;                                              
"EMPLOYEES"       the persons employed by the Company;                                      
"ENVIRONMENT"     any and all organisms (including without limitation man),                 
                  ecosystems, property and the following media: air, (including             
                  without limitation, the air within buildings and the air                  
                  within other natural or man-made structures whether above or              
                  below ground); water (including without limitation, water                 
                  under or within land or in drains or sewers and coastal and               
                  inland waters); and land (including without limitation, land              
                  under water);                                                             
"ENVIRONMENTAL                                                                              
 LAWS"            any and all applicable laws in the relevant jurisdiction                  
                  (excluding those laws relating specifically to town planning              
                  matters and to the health and safety of workers in the work               
                  place) including European Community or European Union                     
                  regulations, directives and decisions; statutes and                       
                  subordinate legislation (which for the avoidance of doubt                 
                  (notwithstanding paragraph 3.7 of Schedule 4 to this                      
                  agreement) shall include Part IIA of the Environmental                    
                  Protection Act 1990 and/or Sections 161A - D of the Water                 
                  Resources Act 1991 (both Acts as enacted by Section 57 and                
                  paragraph 162 of Schedule 22 respectively of the Environment              
                  Act 1995) and the first set of guidance notes and regulations             
                  adopted under those provisions (but not subsequent                        
                  modifications, amendments or re-enactments of those                       
                  provisions or guidance notes or such regulations) which are               
                  applicable to the conduct of the business of the Company and              
                  which have as a purpose or effect the protection of, and/or               
                  the prevention of Harm or Damage to, the Environment and/or               
                  the provision of remedies in respect of Harm or Damage to the             
                  Environment;                                                              
"ENVIRONMENTAL                                                                              
 WARRANTY"        any warranty contained in paragraph 21 of Schedule 3;                     
"GEC'S SOLICITORS"Slaughter and May;                                                        
"GEC GROUP"       GEC and all subsidiaries or subsidiary undertakings from time             
                  to time of GEC (other than the Company);                                  
"GEC NAMES"       the names GEC, General Electric and General Electric Company;             
"GEC SCHEME"      the retirement benefits scheme established by GEC and known as            
                  the "GEC 1972 Plan" established by a Definitive Trust Deed and            
                  Rules dated 4th March, 1982 as amended.                                   
"GEC SECURITIES"  guarantees, indemnities, performance bonds or other security              
                  or contingent obligation in the nature of a financial                     
                  obligation which have or may have been given by GEC or any                
                  other member of the GEC Group to secure any obligation  of the            
                  Company;                                                                  
"ICTA 1988"       the Income and Corporation Taxes Act 1988;                                
"IHTA 1984"       the Inheritance Tax Act 1984;                                             
"INFORMATION                                                                                
 MEMORANDUM"      the information memorandum dated August 1997 and published in             
                  connection with the transaction effected by this Agreement;               
"INTELLECTUAL                                                                               
 PROPERTY"        means patents, trade marks and service marks, rights in                   
                  designs, trade or business names or signs, copyrights                     
                  (including rights in computer software) compilation rights,               
                  rights in any database and topography rights (whether or not              
                  any of these is registered and including applications for                 
                  registration of any such thing) and all rights or forms of                
                  protection of a similar nature or having an equivalent or                 
                  similar effect to any of these which may subsist anywhere in              
                  the world;                                                                
"LONDON STOCK                                                                               
 EXCHANGE"        the London Stock Exchange Limited;                                        
"PANEL"           the Panel on Take-overs and Mergers;                                      
"PERMITS"         as at the date of this agreement any and all licences,                    
                  consents, permits, authorisations or the like, made or issued             
                  pursuant to or under, or required by, Environmental Laws in               
                  relation to the conduct of the business of the Company;                   
"PRE-SALE                                                                                   
 DIVIDEND"        the <pound-sterling>1,750,000 dividend declared and paid by the Company on
                  20th August, 1997;                                                        
"PROCEEDINGS"     any proceeding, suit or action arising out of or in connection            
                  with this agreement;                                                      
"PROPERTY"        all the leasehold property described in Schedule 8;                       
"PURCHASE PRICE"  17,000,000 (seventeen million pounds sterling), subject to                
                  adjustment as provided in clause 6.6;                                     
"PURCHASER'S                                                                                
 GROUP"           the Purchaser and all subsidiaries or subsidiary undertakings             
                  from time to time of the Purchaser;                                       
"RTPA 1976"       the Restrictive Trade Practices Act 1976;                                 
"SHARES"          the entire issued share capital of the Company at Completion;             
"TAX COVENANT"    the tax covenant referred to in Schedule 2  and set out in                
                  Schedule 5;                                                               
"TCGA 1992"       the Taxation of Chargeable Gains Act 1992;                                
"TULRCA"          the Trade Union and Labour Relations Consolidation Act 1992;              
"TRANSFERORS"     GEC-Marconi Limited and Associated Electrical Industries                  
                  Limited;                                                                  
"VAT"             value added tax;                                                          
"VATA 1994"       the Value Added Tax Act 1994;                                             
"WARRANTIES"      the warranties set out in Schedule 3 (Warranties) given by GEC            
                  and "WARRANTY" shall be construed accordingly;                            
"WORKING HOURS"   9.30 a.m. to 5.30 p.m. on a Business Day.                                 

(B)In this agreement, unless otherwise specified:-                              
(i)references to clauses, sub-clauses, paragraphs, sub-paragraphs, and          
schedules are to clauses, sub-clauses, paragraphs, sub-paragraphs of, and       
schedules to, this agreement;                                                   
(ii)a reference to any statute or statutory provision shall be construed as a   
reference to the same as it may have been, or may from time to time be,         
amended, modified or re-enacted except to the extent that any amendment or      
modification made after the date of this agreement would increase or alter the  
liability of any party under this agreement;                                    
(iii)references to "TAX" or "TAXATION" include, without limitation, all taxes,  
levies, duties, imposts, charges and withholdings of any nature whatsoever,     
whether of the United Kingdom or elsewhere, together with all penalties,        
charges and interest relating to them;                                          
(iv)references to a "COMPANY" shall be construed so as to include any company,  
corporation or other body corporate, wherever and however incorporated or       
established;                                                                    
(v)references to a "PERSON" shall be construed so as to include any individual, 
firm, company, government, state or agency of a state or any joint venture,     
association or partnership (whether or not having separate legal personality);  
(vi)the term "RELIEF" shall bear the same meaning as in the Tax Covenant;       
(vii)a person shall be deemed to be connected with another if that person is    
connected with another within the meaning of section 839 ICTA 1988;             
(viii)references to writing shall include any modes of reproducing words in a   
legible and non-transitory form;                                                
(ix)references to the knowledge or awareness of GEC (or any similar expression) 
in relation to the Warranties shall be deemed to refer to  the actual knowledge 
of the GEC Group Taxation Manager (in relation to Tax), the GEC Group           
Environmental Manager (in relation to the Environment), the GEC Group Estates   
Manager (in relation to other matters concerning the Property), the GEC Group   
Pensions Manager (in relation to pensions) and of GEC having made enquiries of  
R.O. Warner, Captain M.P. Hyde, P.D. Mainprize, K.A. Atkinson and T.J. King;    
(x)references to the knowledge or awareness of the Purchaser (or any similar    
expression) in relation to the Warranties shall be deemed to refer to the       
actual knowledge of P. Dupee, C. Tennant, P. Boyd, S. Borrowdale, G. Holden and 
M. Underwood;                                                                   
(xi)words or phrases beginning with the introduction of the word "include" or   
"including" are to be interpreted without limitation;                           
(xii)references to times of the day are to London time (except in the           
definition of Working Hours for the purposes of service of notice on the        
Guarantor, where they are references to Eastern Standard Time);                 
(xiii)headings to clauses and schedules are for convenience only and do not     
affect the interpretation of this agreement; and                                
(xiv)the schedules and any attachments (but not the Tax Covenant) form part of  
this agreement and shall have the same force and effect as if expressly set out 
in the body of this agreement, and any reference to this agreement shall        
include the schedules.