CONTINUE IN FULL FORCE AND
EFFECT UNTIL THE DATE THAT (A) GENCO CEASES TO BENEFICIALLY OWN SHARES OF COMMON
STOCK AND CLASS B STOCK REPRESENTING AT LEAST 10% OF THE AGGREGATE NUMBER OF
OUTSTANDING SHARES OF COMMON STOCK AND CLASS B STOCK OF BALTIC AND (B) NO PERSON
WHO IS A DIRECTOR OR OFFICER OF ANY BALTIC GROUP MEMBER IS ALSO A DIRECTOR OR
OFFICER OF GENCO OR ANY OF ITS AFFILIATES OTHER THAN THE BALTIC GROUP MEMBERS.
NOTWITHSTANDING THE FOREGOING, NO ADDITION TO, ALTERATION OF OR TERMINATION OF
ARTICLE II SHALL ELIMINATE OR IMPAIR THE EFFECT OF ARTICLE II ON ANY ACT,
OMISSION, RIGHT OR LIABILITY THAT OCCURRED PRIOR THERETO.
4.02
ENFORCEMENT.
EACH PARTY AGREES AND ACKNOWLEDGES THAT THE OTHER
PARTIES DO NOT HAVE AN ADEQUATE REMEDY AT LAW FOR THE BREACH BY ANY SUCH PARTY
OF ITS COVENANTS AND AGREEMENTS SET FORTH IN ARTICLE II, AND THAT ANY BREACH BY
ANY SUCH PARTY OF ITS COVENANTS AND AGREEMENTS SET FORTH IN ARTICLE II WOULD
RESULT IN IRREPARABLE INJURY TO SUCH OTHER PARTIES.
EACH PARTY FURTHER AGREES
AND ACKNOWLEDGES THAT ANY OTHER PARTY MAY, IN ADDITION TO THE OTHER REMEDIES
WHICH MAY BE AVAILABLE TO SUCH OTHER PARTY, FILE A SUIT IN EQUITY TO ENJOIN SUCH
PARTY FROM SUCH BREACH, AND CONSENT TO THE ISSUANCE OF INJUNCTIVE RELIEF TO
ENFORCE THE PROVISIONS OF ARTICLE II OF THIS AGREEMENT.
4.03
INTEGRATION.
THIS AGREEMENT AND THE INSTRUMENTS REFERENCED HEREIN
SUPERSEDE ALL PREVIOUS UNDERSTANDINGS OR AGREEMENTS AMONG THE PARTIES, WHETHER
ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THIS AGREEMENT AND
SUCH INSTRUMENTS CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND THEREOF.
NO
4
UNDERSTANDING, REPRESENTATION, PROMISE OR AGREEMENT, WHETHER ORAL OR WRITTEN, IS
INTENDED TO BE OR SHALL BE INCLUDED IN OR FORM PART OF THIS AGREEMENT UNLESS IT
IS CONTAINED IN A WRITTEN AMENDMENT HERETO EXECUTED BY THE PARTIES HERETO AFTER
THE DATE OF THIS AGREEMENT.
4.04
HEADINGS; REFERENCES; INTERPRETATION.
ALL ARTICLE AND
SECTION HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT BE
DEEMED TO CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE PROVISIONS
HEREOF.
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT, WHEN USED IN THIS AGREEMENT, SHALL REFER TO THIS AGREEMENT AS A WHOLE
AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT.
ALL REFERENCES HEREIN TO
ARTICLES AND SECTIONS SHALL, UNLESS THE CONTEXT REQUIRES A DIFFERENT
CONSTRUCTION, BE DEEMED TO BE REFERENCES TO THE ARTICLES AND SECTIONS OF THIS
AGREEMENT, RESPECTIVELY.
ALL PERSONAL PRONOUNS USED IN THIS AGREEMENT, WHETHER
USED IN THE MASCULINE, FEMININE OR NEUTER GENDER, SHALL INCLUDE ALL OTHER
GENDERS, AND THE SINGULAR SHALL INCLUDE THE PLURAL AND VICE VERSA.
THE USE
HEREIN OF THE WORD "INCLUDING" FOLLOWING ANY GENERAL STATEMENT, TERM OR MATTER
SHALL NOT BE CONSTRUED TO LIMIT SUCH STATEMENT, TERM OR MATTER TO THE SPECIFIC
ITEMS OR MATTERS SET FORTH IMMEDIATELY FOLLOWING SUCH WORD OR TO SIMILAR ITEMS
OR MATTERS, WHETHER OR NOT