Exhibit 10.37
Alcoa
000 Xxxxxxxx Xx xx 0xx Xx Xxxxxx
Xxxxxxxxxx, XX
00000-0000 XXX
Tel: 0 000 000 0000
Fax: 0 000 000 0000
xxxxxxxx.xxxxxxx@xxxxx.xxx
Xxxxxxxx X. Xxxxxxx
Executive Vice President
General Counsel
March 13. 2000
Howmet International Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Gentlemen:
Reference is made to the Corporate Agreement, dated as of December 2, 1997,
as amended by the Amendment, dated as of March 13, 2000 (as amended, the
"Corporate Agreement"), by and among Cordant Technologies Inc. (formerly named
Thiokol Corporation), a Delaware corporation ("Cordant"), Cordant Technologies
Holding Company (formerly named Thiokol Holding Company), a Delaware corporation
and a wholly owned subsidiary of Cordant ("Holding"), and Howmet International
Inc., a Delaware corporation (the "Company").
We hereby agree to comply with Article I of the Corporate Agreement to the
same extent as if we were Cordant unless and until the Agreement and Plan of
Merger, to be dated as of March 14, 2000 (the "Merger Agreement"), by and among
Alcoa Inc. ("Alcoa"), Omega Acquisition Corp. (the "Purchaser") and Cordant is
terminated prior to our purchase of Cordant shares in the Offer (as defined in
the Merger Agreement).
This letter agreement is given in consideration of the Board of Directors
of the Company approving for purposes of Section 203 of the General Corporation
Law of the State of Delaware ("DGCL") Alcoa and the Purchaser becoming
"interested stockholders" pursuant to Alcoa's execution of this letter agreement
or their entry into an agreement with Cordant providing for a tender offer by
the Purchaser to acquire the outstanding shares of common stock, par value $1.00
per share, of Cordant (the " Cordant Common Stock") and the preferred share
purchase rights issued or issuable under the Cordant Rights Agreement (the
"Rights," and together with Cordant Common Stock, the "Shares"), to be followed
by a merger in which they would acquire the remaining Shares and the
consummation of such transactions and the Board of Directors of the Company
taking all appropriate action so that Section 203 of the DGCL, with respect to
the Company, will not be applicable to Alcoa and the Purchaser by virtue of such
actions.
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This letter agreement shall be governed by New York law, without reference
to its conflict of law principles.
Please confirm your agreement with the foregoing by signing the enclosed
copy of this letter agreement and returning it to us, whereupon it will become a
binding agreement.
Very truly yours,
ALCOA INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx
Executive Vice President and General Counsel
ACKNOWLEDGED AND AGREED:
HOWMET INTERNATIONAL INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President and General Counsel
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