Voting Agreement - RHI Holdings Inc. and Tel-Save Holdings Inc.
VOTING AGREEMENT
This Voting Agreement ("Agreement") is entered into as of July 16, 1997
by and between RHI Holdings, Inc., a Delaware corporation ("RHI"), and Tel-Save
Holdings, Inc., a Delaware corporation ("Acquiror").
WHEREAS, the Shared Technologies Fairchild Inc. , a Delaware
corporation (the "Company"), Acquiror and TSHCo, Inc., a Delaware corporation, a
wholly owned subsidiary of Acquiror ("Merger Sub"), are parties to an Agreement
and Plan of Merger dated as of July 16, 1997 (the "Merger Agreement") which
provides, among other things, for the merger of the Company with and into Merger
Sub (the "Merger"), with Merger Sub as the surviving corporation becoming a
wholly owned subsidiary of Acquiror and which must be approved by holders of the
requisite percentages of the outstanding shares of capital stock of the Company
entitled to vote upon the Merger (such shares of capital stock, the "Company
Common Stock") at a special meeting of the Company's stockholders (the "Special
Meeting") called for the purpose of approving the Merger, all in accordance with
the requirements of the Delaware General Corporation Law, the Company's
Certificate of Incorporation and the Company's By-Laws;
WHEREAS, as of the date hereof, RHI owns (either beneficially or of
record) the number of shares (the "Shares") of Company Common Stock set forth
opposite such RHI's name on Schedule A hereto; and
WHEREAS, as a condition to the willingness of Acquiror to enter into
the Merger Agreement, Acquiror has requested that RHI execute and deliver to
Acquiror and Merger Sub this Agreement;
<PAGE>
NOW, THEREFORE, the parties agree as follows:
1. Agreement to Vote Shares. RHI agrees to vote the Shares and any
other shares of Company Common Stock which RHI, directly or indirectly, controls
at the Special Meeting or at any other meeting of the stockholders of the
Company, however called, and in any action by consent of the stockholders of the
Company (a) in favor of the Merger, (b) in favor of the Merger Agreement, and
(c) against any amendment of the Company's Certificate of Incorporation or
By-Laws or other proposal or transaction involving the Company or any of its sub
sidiaries which amendment or other proposal or transaction would in any manner
impede, frustrate, prevent or nullify, or result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under or with respect to, the Merger, the Merger Agreement or any of the other
transactions contemplated by the Merger Agreement.
2. Covenants. RHI agrees with respect to itself and the Shares it owns
that:
(a) It shall not, except consistent with the terms of this
Agreement, (i) transfer (which term shall include, without limitation,
for the purposes of this Agreement, any sale, gift, pledge or other
disposition), or consent to any transfer of, any or all of the Shares
or any interest therein, (ii) enter into any contract, option or other
agreement or understanding with respect to any transfer of any or all
of the Shares or any interest therein, (iii) take any other action that
would in any way restrict, limit or interfere with the performance of
its obligations hereunder or the transactions contemplated hereby, or
(iv) grant any proxies or powers of attorney with respect to any of the
Shares, deposit any Shares into a voting trust or enter into a voting
agreement with respect to such Shares. Notwithstanding the foregoing,
RHI may transfer its Shares if such transferee becomes a party to and
bound by all of the terms of this Agreement.
(b) It will not enter into any transaction, take any action,
or directly or indirectly cause any event to occur that would result in
any of the representations or warranties of RHI herein contained not
being true and correct at and as of the time immediately after the
occurrence of such transaction, action or event.
(c) It has no present intention to sell the Company Common
Stock acquired by it pursuant to the Merger. It agrees that it will not
sell, transfer or otherwise dispose of any Company Common Stock for 30
<PAGE>
days prior to the effective date of the Merger or any Company Common
Stock received by it in the Merger until after such time as results
covering at least 30 days of combined operations of the Company and
Acquiror have been published by Acquiror, in the form of a quarterly
earnings report, a report to the SEC on Form 10-K, 10-Q or 8-K, or any
other public filing or announcement which includes such combined
results of operations.
(d) RHI agrees that, upon the written request of Acquiror, it
shall convert such number of shares of Series I 6% Cumulative
Convertible Preferred Stock, par value $100.00 per share ("Preferred
Stock"), as would result in the aggregate number of shares of Company
Common Stock owned of record on the record date by RHI and the other
persons who have executed similar voting agreements dated the date
hereof, in the aggregate, equaling at least 50% of the shares of
Company Common Stock outstanding on the record date for the Special
Meeting; provided that RHI shall not in any event be required to
convert a number of shares of Preferred Stock which, when added to the
number of shares of Company Common Stock owned by RHI, equals 50% or
more of the outstanding Company Common Stock.
3. Representations and Warranties. RHI represents and warrants with
respect to itself and the Shares it owns that:
(a) It is the record or beneficial owner of the number of
Shares set forth on Schedule A opposite its name and, except for the
Shares, it is not the record or beneficial owner of any shares of the
Company Common Stock.
(b) This Agreement has been duly executed and delivered by RHI
and constitutes the legal, valid and binding obligation of RHI,
enforceable against RHI in accordance with its terms. RHI has all
necessary power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. Neither the execution and delivery of this
Agreement nor the consummation by RHI of the transactions contemplated
hereby will result in a violation of, or a default under, or conflict
with, any contract, trust, commitment, agreement, understanding,
arrangement or restriction of any kind to which RHI is a party or bound
or to which the Shares are subject which would materially impair the
ability of RHI to perform hereunder. Consummation by RHI of the
transactions contemplated hereby will not violate, or require any
consent, approval, or notice
<PAGE>
under, any provision of any judgment, order, decree, statute, law, rule
or regulation applicable to RHI or the Shares, except for any filing
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the filing of an amendment to the Schedules 13D, if any,
filed by RHI with respect to the Company Common Stock.
(c) The Shares owned by RHI and the certificates representing
such Shares are now and at all times during the term hereof will be
held by RHI or by a nominee or custodian for its benefit, free and
clear of all liens, claims, security interests, proxies, voting trusts
or agreements, understandings or arrangements or any other encumbrances
whatsoever, except for any such encumbrances or proxies arising
hereunder.
(d) No broker, investment banker, financial adviser or other
person is entitled to any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of
RHI.
4. Certain Events. RHI agrees that this Agreement and the obligations
hereunder shall attach to the Shares owned by it and shall be binding upon any
person or entity to which legal or beneficial ownership of such Shares shall
pass, whether by operation of law or otherwise, including without limitation
such person's heirs, guardians, administrators or successors. In the event of
any stock split, stock dividend, merger, reorganization, recapitalization or
other change in the capital structure of the Company affecting the Company
Common Stock, or the acquisition of additional shares of Company Common Stock by
RHI, this Agreement and the obligations hereunder shall attach to any additional
shares of Company Common Stock or other voting securities of the Company issued
to or acquired by RHI. In the event of a stock dividend or distribution, or any
change in Company Common Stock by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the like, the term "Shares"
shall be deemed to refer to and include the Shares as well as all such stock
dividends and distributions and any shares into which or for which any or all of
the Shares may be changed or exchanged.
5. Specific Enforcement of Voting Agreement. RHI expressly acknowledges
that damages alone will not be adequate remedy for any breach by RHI of this
Agreement and that Acquiror, in addition to any other remedies it may have, will
be entitled as a matter of right, to injunctive relief, including specific
performance, in any court of competent jurisdiction with respect to any actual
or threatened breach by RHI of the
<PAGE>
provisions of this Agreement.
6. Termination. This Agreement, and all rights and obligations of the
parties hereunder, shall terminate upon the first to occur of (a) the
consummation of the Merger, (b) January 15, 1998, or (c) the date of termination
of the Merger Agreement by any of the parties thereto.
7. Miscellaneous.
(a) All communication under this Agreement shall be in writing
and shall be deemed given if delivered personally or sent by overnight
courier (providing proof of delivery) to the parties at the following
addresses (or at such other address for a party as shall be specified
by like notice):
If to Acquiror:
6805 Route 202
New Hope, Pennsylvania 18938
Attention: Aloysius T. Lawn, IV
Telecopy: (215) 862-1085
with a copy to:
Arnold & Porter
399 Park Avenue
New York, New York 10022
Attention: Jonathan C. Stapleton
Telecopy: (215) 715-1399
If to RHI:
c/o The Fairchild Corporation
300 West Service
PO Box 10803
Chantilly, Virginia
Attention: Donald Miller, Esq.
Telecopy No: (703) 478-5775
with a copy to:
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
Attention: James J. Clark, Esq.
Telecopy No.: (212) 269-5420
(b) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(c) This Agreement constitutes the entire agreement relating
to the subject matter covered herein, and supersedes all prior
agreements and understandings,
<PAGE>
both written and oral, among the parties with respect to the subject
matter hereof.
(d) Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise, by any of the parties without
the prior written consent of the other parties, except that this
Agreement shall be binding upon RHI and its successors and assigns and
except as provided in Section 2(a).
(e) The construction and performance of this Agreement will be
governed by the laws of the State of Delaware, regardless of the laws
that might otherwise govern under applicable principles of conflicts of
laws thereof.
(f) If any term, provision, covenant or restriction herein, or
the application thereof to any circumstance, shall, to any extent, be
held by a court of competent jurisdiction to be invalid, void or unen-
forceable, the remainder of the terms, provisions, covenants and
restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any
way be affected, impaired or invalidated, and shall be enforced to the
fullest extent permitted by law.
(g) RHI hereby agrees that irreparable damage would occur and
that Acquiror would not have any adequate remedy at law in the event
that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that Acquiror shall be entitled to an injunction or
injunctions to prevent breaches by RHI of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any court,
in addition to any other remedy to which it is entitled at law or in
equity. In addition, each of the parties hereto (i) consents to submit
such party to the personal jurisdiction of any Federal court located in
the State of Delaware or any Delaware state court in the event any
dispute arises out of this Agreement or any of the transactions
contemplated hereby, (ii) agrees that such party will not attempt to
deny or defeat such personal jurisdiction by motion or other re quest
for leave from any such court and (iii) agrees that such party will not
bring any action relating to this Agreement of any of the transactions
contemplated hereby in any court other than a Federal court sitting in
the State of Delaware or a Delaware state court.
<PAGE>
(h) No amendment, modification or waiver in respect of this
Agreement shall be effective against any party unless is shall be in
writing and signed by such party.
(i) This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same
counterpart.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this agreement to
be executed by their duly authorized officers all as of the day and year first
above written.
RHI HOLDINGS, INC.
By: /s/ Donald E. Miller
----------------------------------
Name: Donald E. Miller
---------------------------------
Title: Vice President
--------------------------------
TEL-SAVE HOLDINGS, INC.
By: /s/ Edward B. Meyercord, III
-----------------------------------
Name: Edward B. Meyercord, III
----------------------------------
Title: Executive Vice President
---------------------------------
<PAGE>
SCHEDULE A
Stockholder Number of Shares Owned
RHI Holdings, Inc. 6,225,000