EXHIBIT 4.2
IPO AGREEMENT
IPO Agreement, dated as of October 8, 1997 ("this Agreement"), by and among
Thiokol Corporation, a Delaware corporation ("Thiokol"), Thiokol Holding
Company, a Delaware corporation and a wholly owned subsidiary of Thiokol
("Holding"), Carlyle-Blade Acquisition Partners, L.P., a Delaware limited
partnership ("Carlyle") and Howmet International Inc., a Delaware corporation
formerly named Blade Acquisition Corp. (the "Company") (individually, a "Party"
and collectively, the "Parties").
WHEREAS, after giving effect to a 10,000-for-1 stock split (the "Stock
Split") of the outstanding shares of Common Stock, par value $.01 per share (the
"Common Stock"), of the Company, Carlyle owns 51,000,000 shares of Common Stock
and Holding owns 49,000,000 shares of Common Stock;
WHEREAS, Carlyle, Holding, the Company and Thiokol desire to engage in
certain transactions pursuant to which, among other things:
(i) Carlyle would offer shares of Common Stock for sale through an initial
public offering (the "IPO"); and
(ii) Holding would purchase from Carlyle and Carlyle would sell to Holding
11,000,000 shares of Common Stock with an option for Holding to purchase from
Carlyle up to an additional 4,000,000 shares of Common Stock upon the earlier of
(a) Holding's receipt of a notice from Carlyle that the underwriters of the IPO
have elected to exercise the underwriters' over-allotment option for additional
shares of Common Stock pursuant to the U.S. Underwriting Agreement (the
"Underwriting Agreement") or (b) 30 days after the date of the Underwriting
Agreement;
NOW THEREFORE, in consideration of the above premises and mutual agreements
set forth in this Agreement and subject to the terms and conditions stated
herein, the Parties hereby agree as follows:
ARTICLE I
IPO
1.01 ACTIONS TO BE TAKEN PRIOR TO CLOSING OF IPO.
Thiokol, Holding, Carlyle and the Company shall each take all required
corporate action to cause the Company to file a Registration Statement on Form
S-1 (the "Registration Statement") to register the sale of shares of Common
Stock to be sold by Carlyle in the IPO equal to the greater of 20% of the
outstanding shares of Common Stock or $325 million (the "Offered Shares"), plus
an option for an additional number shares of Common Stock equal to 15% of the
Offered Shares (collectively, the "IPO Shares") that may be sold by Carlyle in
connection with the exercise by the underwriters for the IPO of an over-
allotment option (the "Over-allotment Option") pursuant to the terms of the
Underwriting Agreement. The Parties agree that Xxxxxx Xxxxxxx & Co. Incorporated
and Xxxxxx Brothers shall act as the co-managers for the IPO. The Parties agree
to use their respective best efforts to list the Common Stock for trading on the
New York Stock Exchange, Inc. and to make any filings required under the Xxxx-
Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). In
connection with the IPO, the Parties shall effect the Stock Split. All
references to numbers of shares of Common Stock in this Agreement assume
completion of the Stock Split.
1.02 ACTIONS TO BE TAKEN ON THE IPO CLOSING DATE.
(a) Effective as of the closing date of the IPO (the "Closing Date"), the
Parties hereby agree to effect the following transactions:
(i) The Certificate of Incorporation of the Company shall be amended and
restated in the form set forth as EXHIBIT A hereof, including, among
other things, to eliminate the provisions for mandatory redemption of
the 9% Series A Cumulative Preferred Stock of the Company upon the
sale by Carlyle or its Affiliates of more than 25% of the outstanding
Common Stock, and filed with the Secretary of State of Delaware;
(ii) The Bylaws of the Company shall be amended and restated in the form
set forth in EXHIBIT B hereof;
(iii) The Boards of Directors of the Company, Howmet Holdings Corporation
and Howmet Corporation ("Howmet") shall each be reconstituted in the
manner set forth in EXHIBIT C hereof;
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(iv) The Shareholders' Agreement dated as of December 13, 1995 by and
among Holding, Carlyle and the Company (the "1995 Shareholders
Agreement") shall be amended and restated in the form set forth as
EXHIBIT D hereof (the "Amended and Restated Shareholders Agreement");
(v) The Registration Rights Agreement dated December 13, 1995 by and
among the Company, Holding and Carlyle ("1995 Registration Rights
Agreement") shall be terminated, and the Company and Carlyle shall
execute and deliver the 1997 Registration Rights Agreement in the
form set forth as EXHIBIT E hereof;
(vi) The Standstill Agreement dated as of December 13, 1995 by and among
Holding, Xxxxxxx, XX Group L.L.C., TCG Holdings L.L.C., Carlyle
Partners II, L.P. and Carlyle Partners III, L.P. ("1995 Standstill
Agreement") shall be terminated, and such parties shall execute and
deliver to each of the respective parties set forth therein the 1997
Standstill Agreement set forth in EXHIBIT F hereof;
(vii) The TCG Management Agreement, dated December 13, 1995 by and between
Howmet, and TCG Holdings L.L.C. ("1995 TCG Management Agreement")
shall be amended and restated in the form set forth in EXHIBIT G;
(viii) The Amended and Restated Holding Management Agreement, dated as of
December 13, 1995, by and among Howmet, Holding and Thiokol ("1995
Holding Management Agreement") shall be terminated, and the Company
and Thiokol shall enter into the Intercompany Services Agreement in
the form reasonably approved by the Parties;
(ix) The Company, Thiokol and Holding shall execute and deliver the
Corporate Agreement in the form set forth as EXHIBIT H hereof; and
(x) Carlyle and Holding shall consummate the Stock Purchase (as defined
in ARTICLE II).
(b) In connection with the IPO, (i) the Company agrees to indemnify and
hold harmless Carlyle and each of its officers, directors, employees and agents
and each Person who controls Carlyle within the meaning of either Section 15 of
the Securities Act of 1933, as amended (the "Securities Act"), or Section 20 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (each such
person constituting an "Indemnified Holder") to the extent set forth in Section
7(a) of the 1997 Registration Rights Agreement; (ii) Carlyle agrees to indemnify
the Company, its officers and directors and each Person
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who controls the Company within the meaning of either Section 15 of the
Securities Act, or Section 20 of the Exchange Act, to the extent set forth in
Section 7(b) of the 1997 Registration Rights Agreement; and (iii) if the
foregoing indemnification is unavailable (other than by reason of exceptions
provided in Section 7(a) or Section 7(b) of the 1997 Registration Rights
Agreement), the parties shall make contribution to the extent set forth in
Section 7(c) of the 1997 Registration Rights Agreement. For purposes of the
foregoing, (x) the terms "Registration Statement" and "Prospectus" as used in
Section 7 of the 1997 Registration Rights Agreement, shall have the meanings
assigned to such terms in the Underwriting Agreement; and (y) any amounts
payable to or for the benefit of the underwriters pursuant to the
indemnification or contribution provisions of the Underwriting Agreement or the
International Underwriting Agreement, shall constitute "losses, claims, damages,
liabilities and expenses" covered by the indemnification and contribution
provisions of the preceding sentence.
ARTICLE II
STOCK PURCHASE
2.01 STOCK PURCHASE.
As of the Closing Date, and simultaneously with the IPO, Carlyle shall sell
to Holding and Holding shall purchase from Carlyle (the "Stock Purchase")
11,000,000 shares of Common Stock (the "Purchased Shares"), representing 11% of
the issued and outstanding shares of Common Stock. The purchase price per
Purchased Share shall equal the initial public offering price for the IPO
Shares, less an amount equal to the underwriting discounts and commissions
applicable to an IPO Share.
2.02 DELIVERIES.
On the Closing Date, Holding and Carlyle shall make the deliveries set
forth in ARTICLE VI.
ARTICLE III
4% OPTION
3.01 GRANT OF OPTION.
Carlyle hereby grants to Holding an option (the "4% Option") to purchase
from Carlyle up to an additional 4,000,000 shares of Common Stock (the "Option
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Shares"), representing up to an additional 4% of the issued and outstanding
Common Stock at the same purchase price per share as paid by Holding for the
Purchased Shares pursuant to SECTION 2.01 above. Carlyle shall give prompt
written notice (the "Over-allotment Notice") to Holding of any notice given by
the underwriters of their election to exercise the Over-allotment Option.
3.02 EXERCISE OF 4% OPTION.
Holding may exercise the 4% Option in whole or in part only on the first
business day (the "Exercise Period") following the earlier of (i) Holding's
receipt of the Over-allotment Notice or (ii) 30 days after the date of the
Underwriting Agreement. If Holdings elects to exercise the 4% Option, it shall
send written notice (the "4% Option Exercise Notice") to Carlyle (which notice
shall be received by Carlyle prior to the expiration of the Exercise Period) of
its intention to exercise such 4% Option setting forth the number of Option
Shares (up to 4,000,000 shares of Common Stock) that Holding elects to purchase
and the closing date (the "Option Closing Date") for such purchase (which date
shall not be less than three business days nor more than ten business days
following the date of the 4% Option Exercise Notice).
3.03 DELIVERIES.
On the Option Closing Date Carlyle and Holding shall make the deliveries
specified in ARTICLE VI.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.01 CARLYLE REPRESENTATIONS AND WARRANTIES.
Carlyle represents and warrants to Holding that it owns all of the
Purchased Shares and Option Shares free and clear of all liens, encumbrances,
security agreements, options, claims, charges, restrictions and rights of third
parties of any type whatsoever (except restrictions of general applicability
imposed by federal and state securities laws and those restrictions and the
security interest created by the 1995 Shareholders Agreement or the Amended and
Restated Shareholders Agreement, as the case may be) ("Liens"). Carlyle agrees
that it will not create any Lien on the Purchased Shares or the Option Shares
until after the last day that the Option Shares can be purchased by Holding
under the 4% Option; and Carlyle represents and warrants that (i) upon the
purchase by Holding of the Purchased Shares or the Option Shares, as the case
may be, and payment in full of the purchase price therefor, Holding will acquire
such shares free and clear of any Liens and (ii) the sale of the
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Purchased Shares and the Option Shares will not result in a default under or
breach of or conflict with any agreement to which Carlyle is a party or by which
it or any of its assets is bound or result in the violation of any law, rule or
regulation applicable to Carlyle. Except as expressly set forth above, Carlyle
is making no representations and warranties, express or implied, regarding the
sale of the Purchased Shares and the Option Shares, and Carlyle is making no
representations and warranties regarding the Company.
4.02 HOLDING REPRESENTATIONS AND WARRANTIES.
Holding represents and warrants to Carlyle that (i) Holding is acquiring
the Purchased Shares, the 4% Option and the Option Shares for its own account
and not with a view to distribution and (ii) the purchase of the Purchased
Shares and the Option Shares by Holding will not result in a default under or
breach of or conflict with any agreement to which Holding is a party or by which
it or any of its assets is bound or result in the violation of any law, rule or
regulation applicable to Holding. Holding acknowledges that the Purchased
Shares, the 4% Option and the Option Shares have not been registered under the
Securities Act of 1933 or any state securities law, and therefore cannot be
resold by Holding unless they have been so registered or qualified or an
exemption from registration and qualification is available.
ARTICLE V
CONDITIONS
5.01 CONDITIONS TO IPO
It shall be a condition to the obligation of each of Holding, Carlyle, and
the Company to consummate the IPO that:
(i) the Underwriting Agreement shall have been executed in form and
substance satisfactory to Holding, Carlyle and the Company and all conditions
specified in the Underwriting Agreement shall have been satisfied; and
(ii) all of the conditions to the consummation of the Stock Purchase
specified in SECTION 5.02 shall have been satisfied.
5.02 CONDITIONS TO CLOSING OF PURCHASED SHARES AND OPTION SHARES.
(a) It shall be a condition of Holding's obligation to purchase the
Purchased Shares or the Option Shares, as the case may be, that (i) the
representations and warranties set forth in clause (i) of the second sentence of
SECTION 4.01 hereof shall be true and correct as of such closing date, (ii)
Holding
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shall have received a certificate of Carlyle, signed by each of its
general partners, to such effect, and (iii) Holding shall have received the
opinion of counsel of national repute to Carlyle as to the matters set forth in
clauses (i) and (ii) of the second sentence of SECTION 4.01 hereof, which
counsel and opinion shall be reasonably satisfactory to Holding (it being
understood that an opinion of counsel in the form delivered to the underwriters
under the Underwriting Agreement by counsel to Carlyle shall be deemed to be
satisfactory).
(b) It shall be a condition to the obligation of each of Holding and
Carlyle to consummate the sale of the Purchased Shares and the Option Shares, as
the case may be, being sold to Holding that (i) the IPO shall have been
consummated simultaneously with Holdings' acquisition of the Purchased Shares
and (ii) all necessary consents, approvals and authorizations of third parties
and governmental agencies required to be obtained with respect to the
acquisition of the Purchased Shares and the Option Shares, respectively
(including compliance with all necessary requirements under the HSR Act), shall
have been obtained as of the respective closing dates; provided that each of the
Company, Holding and Carlyle shall take whatever steps are reasonably necessary
to obtain such consents, approvals and authorizations to permit the legal
transfer to Holding of the Purchased Shares and the Option Shares, as the case
may be, and to ensure that Holding's consummation of such purchases will not
create an event of default under the Company's or any of its Subsidiaries'
credit agreements or give rise to an acceleration or requirement to make a
change of control offer with respect to any indebtedness of the Company or any
of its Subsidiaries (provided that Holding shall not be obligated to dispose of
any assets to obtain any such consent, authorization or approval).
ARTICLE VI
DELIVERIES
The closing of Holding's acquisition of the Purchased Shares or the Option
Shares shall take place at the offices of counsel to Holding at 10:00 a.m. on
the Closing Date and the Option Closing Date, respectively, or at such other
place and time as Holding and Carlyle may agree. At such closing, (i) Holding
shall deliver to Carlyle the purchase price for the Purchased Shares or the
Option Shares, as the case may be, by wire transfer of immediately available
funds to the account number specified by Carlyle at least two business days
prior to such closing and (ii) Carlyle shall deliver to Holding certificates of
Common Stock being acquired by Holding duly endorsed for transfer.
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ARTICLE VII
TERMINATION
7.01 TERMINATION.
This Agreement may be terminated, and the Registration Statement shall be
withdrawn:
(i) by mutual written consent of the Parties prior to the Closing Date;
(ii) by Carlyle prior to the date the Registration Statement is declared
effective by the Securities and Exchange Commission and the Underwriting
Agreement is executed, upon written notice to Thiokol and the Company; or
(iii) by any Party upon written notice to the other Parties, if the
Closing Date shall not have occurred on or before January 31, 1998;
provided however, that the Party seeking to terminate this Agreement
pursuant to this clause (iii) shall not be in any material breach of its
obligations hereunder.
7.02 EFFECT OF TERMINATION.
In the event of termination of this Agreement as provided in SECTION 7.01,
this Agreement shall forthwith become void and no Party or their respective
directors, officers, partners or shareholders shall have any liability to any
other Party for the termination of this Agreement except to the extent such
termination is due to the willful breach of such Party's representations,
warranties, covenants or agreements prior to such termination. The covenants
set forth in SECTION 8.05 and SECTION 8.11 shall survive the termination of this
Agreement.
ARTICLE VIII
MISCELLANEOUS
8.01 NOTICES.
Any notice or other communication required or permitted hereunder shall be
in writing and shall be delivered personally, or sent by facsimile transmission
or sent by certified, registered or express mail, postage prepaid. Any such
notice shall be deemed given when so delivered personally, or sent by facsimile
transmission or, if mailed, three (3) business days after the date of deposit in
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the United States mail, by certified mail return receipt requested (if also sent
by facsimile if available at the office of the recipient), as follows:
If to Carlyle, to:
Carlyle-Blade Acquisition Partners, L.P.
0000 Xxxxxxxxxxxx Xxxxxx
Xxxxx 000 Xxxxx
Xxxxxxxxxx, X.X. 00000-0000
Attention: Xxxxxxx X. Xxxxxx, Xx.
Telecopier: (000) 000-0000
With a copy to:
Xxxxxx & Xxxxxxx
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxx X. Xxxxxxxxx
Telecopier: (000) 000-0000
If to the Company, to:
Howmet International Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxx
Vice President and
General Counsel
Telecopier: (000) 000-0000
With a copy to:
Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxxxx
Telecopier: (000) 000-0000
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If to Thiokol, to:
Thiokol Corporation
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx, Xx.
Corporate Vice President
and General Counsel
Telecopier: (000) 000-0000
With a copy to:
Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxxxx
Telecopier: (000) 000-0000
If to Holding, to:
Thiokol Holding Company
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxx
Director
Telecopier: (000) 000-0000
With copies to:
Thiokol Corporation
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx, Xx.
Corporate Vice President
and General Counsel
Telecopier: (000) 000-0000
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and:
Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxxxx
Telecopier: (000) 000-0000
Any Party, by notice given in accordance with this SECTION 8.01 to the
other Parties, may designate another address or person for receipt of notices
hereunder.
8.02 RECLASSIFICATION, REORGANIZATION, MERGER, ETC.
The rights and restrictions contained in this Agreement with respect
to the Common Stock apply to all Securities held on the date hereof and any
Securities acquired in the future whether by purchase, exchange,
reclassification, reorganization, stock split, dividend, any other change in the
Company's capital structure or otherwise.
8.03 WAIVERS AND AMENDMENTS; NON-CONTRACTUAL REMEDIES; PRESERVATION OF
REMEDIES.
This Agreement may be amended, superseded, cancelled, renewed or
extended, and the terms hereof may be waived only by a written instrument signed
by the Parties or in the case of a waiver, by the Party waiving compliance. No
delay on the part of any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof except as expressly provided herein.
No waiver on the part of any Party of any right, power or privilege, nor any
single or partial exercise of any such right, power or privilege, shall preclude
any further exercise thereof or the exercise of any other such right, power or
privilege. The rights and remedies herein provided are cumulative and are not
exclusive of any rights or remedies that any party may otherwise have at law or
in equity.
8.04 GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
substantive and procedural laws of the State of New York applicable to
agreements made and to be performed entirely within such State (without giving
effect to any conflict of laws principles which might require application of the
law of a different jurisdiction), except as to any matters relating to the
corporate governance or the capital stock of the Company, which shall be
governed by the law of the State of Delaware.
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8.05 ARBITRATION OF DISPUTES.
Any controversy or claim arising out of this Agreement, or any other
breach of this Agreement, including any controversy or claim as to arbitrability
or recission, shall be settled by arbitration in accordance with the commercial
arbitration rules of the Judicial Arbitration and Mediation Service.
(a) Such arbitration shall be conducted in the District of Columbia.
(b) Any judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof. The arbitrators shall not, under any
circumstances, have any authority to award punitive, exemplary or similar
damages.
(c) Any Party may pursue the remedy of specific performance of the
Agreement or seek a preliminary or permanent injunction against the breach of
the Agreement or in aid of the exercise of any power granted hereunder, or any
combination thereof in any of the federal courts located within the District of
Columbia without resort to arbitration.
(d) For the purposes of the enforcement of the Arbitration of Dispute in
this SECTION 8.05, the Parties hereby consent to the jurisdiction of the federal
courts located within the District of Columbia.
8.06 BINDING EFFECT; NO ASSIGNMENT; NO THIRD PARTY BENEFICIARIES.
Except as expressly provided herein, neither this Agreement, nor any right
hereunder, may be assigned by any Party without the written consent of the other
Parties; provided however, Holding may assign to Thiokol or any other Affiliate
of Holding or Thiokol any of Holding's rights under this Agreement. Any such
assignment or attempted assignment in violation of the foregoing shall be void.
This Agreement shall be binding upon and inure solely to the benefit of the
Parties hereto and their permitted successors and assigns and nothing in this
Agreement, express or implied, is intended to confer upon any other person any
rights or remedies of any nature whatsoever under or by reason of this
Agreement.
8.07 COUNTERPARTS.
This Agreement may be executed by the Parties in separate counterparts,
each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof each signed by less than
all, but together signed by all of the Parties.
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8.08 HEADINGS.
The headings in the Agreement are for reference only, and shall not affect
the interpretation of this Agreement.
8.09 SEVERABILITY.
If any portion of this Agreement shall be deemed unenforceable, the
remaining portions shall be valid and enforceable.
8.10 TIME OF ESSENCE.
Time is of the essence for each and every provision of this Agreement.
8.11 LEGAL COUNSEL; EXPENSES.
(a) Thiokol, Holding and Carlyle each consent to (i) Wachtell, Lipton,
Xxxxx & Xxxx ("Xxxxxxxx, Xxxxxx") serving as legal counsel to the Company in
connection with the IPO and serving as legal counsel for Thiokol and Holding in
connection with the transactions contemplated by this Agreement, and (ii) Xxxxxx
& Xxxxxxx serving as counsel to Carlyle in connection with the IPO and other
matters and as counsel to the Company and Thiokol regarding various corporate
and legal matters other than the IPO.
(b) Thiokol, Carlyle and the Company shall bear the costs, fees and
expenses of this Agreement and the transactions contemplated hereby as follows:
(i) The Company shall bear the costs, fees and expenses in connection
with the preparation of the Registration Statement pursuant to the
Securities Act and the IPO, including Securities and Exchange Commission
registration fees, blue sky fees and expenses, NYSE Listing Application
fees, printing and delivery expenses, stock certificates, transfer agent
fees, fees and disbursements of counsel for the Company, Thiokol and
Carlyle, fees and disbursements of the Company's accountants and any NASD
filing fees.
(ii) Carlyle shall bear the costs, fees and expenses of its investment
bankers (if any) and the underwriting discounts and commissions in
connection with the IPO.
(iii) Holding shall pay any filing fee under the HSR Act arising from
the Stock Purchase.
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(c) If any legal action, arbitration or other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default
or misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs incurred in that action or proceeding, in
addition to any other relief to which it may be entitled.
8.12 SURVIVAL.
All representations, warranties, covenants and agreements of the parties
shall survive the consummation of the transactions contemplated by this
Agreement.
8.13 DEFINITIONS.
As used in this Agreement, the following terms shall have the meanings set
forth below:
(a) "Affiliate" or "Affiliates", as applied to any Person, shall mean
any other Person directly or indirectly controlling, controlled by, or
under common control with that Person. For the purposes of this definition,
"control" (including with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as applied to any Person,
means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of that person, whether
through the ownership of voting securities or by contract or otherwise.
(b) "Beneficially Own" and "Beneficial Ownership" have the meanings
given to these terms in Rule 13d-3 of the Rules and Regulations of the
Securities and Exchange Commission under the Exchange Act, as in effect on
the date hereof.
(c) "Person" means and includes natural persons, corporations, limited
partnerships, general partnerships, joint stock companies, joint ventures,
associations, companies, trusts or other organizations, whether or not
legal entities, and governments and agencies and political subdivisions
thereof.
(d) "Securities" shall mean any shares of capital stock of the Company
(other than the 9% Series A Cumulative Preferred Stock of the Company),
whether now authorized or not, and any rights, options or warrants to
purchase securities of any type which are, or may become, convertible into
such capital stock of the Company.
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(e) "Subsidiary" means any corporation, association partnership, limited
partnership, limited liability partnership, limited liability company,
business trust or other business entity of which 50% or more of the total
voting power of shares of stock entitled to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by the Company or one or more of the other
subsidiaries of the Company or a combination thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed on the date first above written.
CARLYLE-BLADE ACQUISITON PARTNERS, L.P.,
a Delaware limited partnership.
By: Carlyle Partners II, L.P.
Its: General Partner
By: TC Group, L.L.C.
Its: General Partner
By: TCG Holdings, L.L.C.
Its: Managing Member
By: /s/ Xxxxx X. Xxxx
Its: Managing Director
HOWMET INTERNATIONAL INC.
a Delaware corporation
By: /s/ Xxxxxx Xxxx
Its: Vice President-General Counsel
and Secretary
THIOKOL HOLDING COMPANY
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
Its: President
THIOKOL CORPORATION
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
Its: Senior Vice President and
Chief Financial Officer
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