EXHIBIT 10.14
AMENDED AND RESTATED TCG MANAGEMENT AGREEMENT
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This Amended and Restated Management Agreement ("Agreement"), dated as
of December 2, 1997 is entered into by and between Howmet Corporation, a
Delaware corporation (the "Company"), and TCG Holdings, L.L.C., a Delaware
limited liability company ("TCG").
WHEREAS, the Company and TCG entered into a Management Agreement dated
as of December 13, 1995 (the "Original TCG Management Agreement");
WHEREAS, pursuant to the terms of the IPO Agreement, dated as of
October 8, 1997, by and among Howmet International Inc., a Delaware corporation
and the indirect parent of the Company ("HHI"), Carlyle-Blade Acquisition
Partners, L.P., a Delaware limited partnership and an affiliate of TCG
("Carlyle"), Thiokol Corporation, a Delaware corporation ("Thiokol"), and
Thiokol Holding Company, a Delaware corporation and a wholly-owned subsidiary
of Thiokol, the parties thereto have agreed to amend and restate the Original
TCG Management Agreement as set forth herein.
AGREEMENT
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NOW THEREFORE, in consideration of the premises and mutual agreements
set forth in this Agreement, and subject to the terms and conditions set forth
herein, the parties hereby agree as follows:
Section 1. Definitions
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Capitalized terms used herein, unless otherwise defined herein, shall
have the meanings ascribed to them in the IPO Agreement.
Section 2. Services
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A. TCG shall advise and assist the Board of Directors and the Chief
Executive Officer of the Company regarding the formulation and implementation of
the business strategies for the Company and its subsidiaries. TCG shall use its
reasonable best efforts to identify and assist the Company in evaluating
corporate opportunities, including marketing opportunities, and financial
strategies and to assist the Company and its Subsidiaries with respect to
lender, securityholder and public and government relations matters. The precise
nature of the services to be performed hereunder by TCG shall be determined by
the mutual agreement of TCG and the Board of Directors of the Company, and TCG
shall devote such time and resources as are reasonably necessary to provide such
services. In connection with rendering services hereunder, TCG shall designate
certain of its principals and employees to serve on the Board of Directors of
HHI in accordance with the terms of the IPO Agreement. The Company and TCG shall
use their reasonable best efforts to ensure that the services provided by TCG
are performed and documented so as to maximize their allowability under
government contracting rules.
Section 3. Consideration
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In consideration for the management services to be provided by TCG,
the Company shall pay to TCG, and TCG shall be entitled to receive an annual
management fee of $500,000 (the "Annual Management Fee"), accruing quarterly at
the rate of $125,000 (pro rated in the case of any partial quarter), and payable
on the last business day of each calendar quarter and continuing thereafter each
succeeding quarter until termination of this Agreement pursuant to Section 4
below. All such payments shall be subject to compliance with the terms and
conditions
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of the Amended and Restated Credit Agreement among HHI (formerly
Blade Acquisition Corp.), Howmet Holdings Corporation (formerly Pechinney
Corporation), the Company, various banks, Bankers Trust Company, Citicorp USA,
Inc. and The First National Bank of Chicago, as Managing Agents, Bankers Trust
Company, as Syndication Agent, Citicorp USA, Inc., as Documentation Agent and
The First National Bank of Chicago, as Administrative Agent, dated as of
December 13, 1995 as amended and restated on December 6, 1996. The Annual
Management Fee shall constitute full compensation for the services provided
hereunder by TCG, and shall cover, among other things, compensation for
principals or employees of TCG who serve on the Board of Directors of HHI and
their subsidiaries (provided that, in addition to the annual Management Fee, TCG
shall also, in connection with services rendered hereunder, be reimbursed for
out-of-pocket expenses incurred by TCG, its affiliates and their employees).
Section 4. Term
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This Agreement shall take effect as of the date first above written
and shall continue until the earlier of the second anniversary of this Agreement
or such time as Carlyle no longer Beneficially Owns at least 5% of the
outstanding shares of Common Stock.
Section 5. Reimbursement; Indemnification
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A. The Company agrees to reimburse TCG, its affiliates and their respective
directors, officers, employees, agents and controlling persons (each an
"Indemnified Party") promptly upon demand for expenses (including fees and
expenses of legal counsel) as they are incurred in connection with the
investigation of, preparation for or defense of any pending or threatened claim,
or any litigation, proceeding or other action in respect of the engagement of
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TCG under this Agreement, or any actions taken or omitted or services performed
under, by or in connection with this Agreement. The Company also agrees (in
connection with the foregoing) to indemnify and hold harmless each Indemnified
Party from and against any and all losses, claims, damages and liabilities,
joint or several, to which any Indemnified Party may become subject, including
any amount paid in settlement of any litigation or other action (commenced or
threatened), to which the Company shall have consented in writing (such consent
not to be unreasonably withheld), whether or not any Indemnified Party is a
party and whether or not liability resulted; provided, however, that the Company
shall not be liable pursuant to this Section 5 in respect of any loss, claim,
damage or liability to the extent that a court having competent jurisdiction
shall have determined by final judgment (not subject to further appeal) that
such loss, claim, damage or liability resulted primarily and directly from the
willful misfeasance or gross negligence of such Indemnified Party. The
provisions of this Section 5 shall not apply to claims by any partners of
Carlyle or limited partners of such partners against any one or more of Carlyle,
its partners, their respective general partners, members, managers, principals,
partners, directors, officers, employees or the beneficial owners of such
general partners. The provisions of this Section 5 shall survive any
termination of this Agreement.
Section 6. Miscellaneous
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A. Assignment. This Agreement may not be assigned or transferred by
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TCG or the Company without the express written consent of the other party.
B. Amendment. This Agreement may not be amended except by a written
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instrument executed by all of the parties.
C. Choice of Law. This Agreement is made under and shall be construed
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in accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
TCG HOLDINGS, L.L.C., a Delaware
limited liability company
By:__________________________________________
Name:________________________________________
Title:_______________________________________
HOWMET CORPORATION, a Delaware
corporation
By: /s/ Xxxxxx X. Xxxx
________________________________________
Name:________________________________________
Title:_______________________________________
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