EXHIBIT 4
FORM OF SECOND AMENDED AND RESTATED STANDSTILL AGREEMENT
This Second Amended and Restated Standstill Agreement (the
"Second Amended Standstill Agreement"), dated as of February 8, 1999, is entered
into by and among Cordant Technologies Holding Company, a Delaware corporation
("Holding") and Cordant Technologies Inc., a Delaware corporation ("Cordant"),
on the one hand, and Carlyle-Blade Acquisition Partners, L.P., a Delaware
Limited Partnership ("Carlyle-Blade"), TC Group, L.L.C., a Delaware limited
liability company, TCG Holdings, L.L.C., a Delaware limited liability company,
Carlyle Partners II, L.P., a Delaware limited partnership, and Carlyle Partners
III, L.P., a Delaware limited partnership and Xxxxxxx X. Xxxxxx, Xx. (each a
"Carlyle Entity" and, together the "Carlyle Entities"), on the other hand, to
amend and restate that certain Standstill Agreement, dated as of December 13,
1995, as amended by the Amended and Restated Standstill Agreement, dated as of
December 2, 1997, by and among Holding, Parent and certain of the Carlyle
Entities (the "Standstill Agreement"). The parties agree as set forth below.
I. FACTUAL BACKGROUND
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Carlyle Partners II, L.P. and Carlyle Partners III, L.P. are
the General Partners of Carlyle-Blade; TC Group, L.L.C. is the General Partner
of Carlyle Partners II, L.P. and Carlyle Partners III, L.P.; TCG Holdings,
L.L.C. is the Managing Member of TC Group, L.L.C.; and Holding is a wholly-owned
subsidiary of Cordant.
Holding, Cordant and Carlyle-Blade are parties to that certain
Stock Purchase Agreement, dated as of February 8, 1999 (the "Stock Purchase
Agreement"), which provides for, among other things, the purchase of 22,650,000
shares of common stock, par value $0.01 per share, of Howmet International Inc.,
a Delaware corporation (the "Company"), upon the terms and subject to the
conditions set forth therein (the "Share Purchase").
In connection with the Share Purchase, Cordant has required
that the Carlyle Entities enter into this Second Amended Standstill Agreement,
which is intended to amend and restate the Standstill Agreement effective upon
the closing of the Share Purchase (the "Closing"). The execution and delivery of
this Second Amended Standstill Agreement by each of the Carlyle Entities is a
condition to Holding's obligation to consummate the Share Purchase.
II. DEFINITIONS
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The defined terms set forth below are used in this Second
Amended Standstill Agreement:
"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.
"Beneficially Own", "Beneficial Ownership" and "Group" have
the meanings given to those terms or words in Rules 13(d)(3) and 13(d)(5) of the
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, as in effect on the date hereof.
"Person" means and includes natural persons, corporations,
general partnerships, limited liability partnerships, joint stock companies,
joint ventures, associations, companies, limited liability companies, business
and other trusts, or other organizations, whether or not legal entities, and
governments and agencies or political subdivisions thereof.
III. STANDSTILL
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No Carlyle Entity will, individually or in the aggregate,
directly or indirectly, do any of the following without the prior approval of a
majority of the Board of Directors of Cordant: (i) acquire or, together with any
securities of Cordant now Beneficially Owned by any of them, Beneficially Own
any securities of Cordant that, in the aggregate, constitute 3% or more of the
outstanding securities of the class of securities involved; (ii) permit any
Person of which Carlyle-Blade or any Carlyle Entity is a controlling person to
so acquire or, together with any securities now Beneficially Owned by any of
them, Beneficially Own 3% or more of any class of securities of Cordant; (iii)
acquire or otherwise increase their aggregate Beneficial Ownership of, or permit
any Person of which Carlyle-Blade or any Carlyle Entity is a controlling person
to so acquire, any securities of the Company or Howmet Corporation, a Delaware
corporation and wholly-owned subsidiary of the Company ("Howmet") (other than as
a result of an acquisition of such class of securities by the Company or
Howmet); (iv) take any action to directly or indirectly control or exercise any
control over Cordant, including, without limitation, participating in a proxy
contest, voting agreement or trust with respect thereto, or to otherwise
encourage or induce any other Person to do any of the foregoing; or (v)
otherwise seek, alone or in connection with any other Person or Group, to
directly or indirectly obtain control over Cordant or encourage or induce any
other Person or Group to do either of the foregoing.
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IV. REMEDIES
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For breaches of this Second Amended Standstill Agreement,
Cordant shall be entitled to all otherwise applicable remedies in law and at
equity and, without limiting the generality of the foregoing, shall be entitled
to: (i) on demand, compel divestiture, to any Person selected by Cordant or by
public sale, of any or all securities acquired in violation of this Second
Amended Standstill Agreement at the current market price, (ii) enjoin the voting
of all such securities and/or (iii) in recognition of the fact that damages or
other remedies at law may be inadequate, have the right to injunction, specific
performance and other equitable remedies.
V. GENERAL PROVISIONS
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5.1. Notices. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered personally,
telegraphed, 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, telegraphed, or sent by facsimile transmission or, if
mailed, three (3) business days after the date of deposit in the United States
mail, by certified mail return receipt requested (if also sent by facsimile
transmission, if available at the office of the recipient), as follows:
(a) If to a Carlyle Entity, 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
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(b) If to Holding, to:
Cordant Technologies Holding Company
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxx
Director
Telecopier: (000) 000-0000
with copies to:
Cordant Technologies Inc.
00 X. Xxxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx, Xx.
Senior Vice President
and General Counsel
Telecopier: (000) 000-0000
and:
Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
Telecopier: (000) 000-0000
(c) If to Cordant, to:
Cordant Technologies Inc.
00 X. Xxxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx, Xx.
Senior 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
Attention: Xxxx X. Xxxxxxxx
Telecopier: (000) 000-0000
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Any party, by notice given in accordance with this section to
the other parties, may designate another address or person for receipt of
notices or copies of notices hereunder.
5.2. Entire Agreement; Effectiveness. This Second Amended
Standstill Agreement contains the entire agreement among the parties hereto with
respect to the matters covered hereby. This Second Amended Standstill Agreement
shall become effective upon the Closing. Prior to the Closing, and in the event
the Share Purchase is not consummated, the Standstill Agreement shall remain in
full force and effect in accordance with its original terms.
5.3. Waivers and Amendments; Non-Contractual Remedies;
Preservation of Remedies. This Second Amended Standstill Agreement may be
amended, superseded, canceled, 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.
5.4. Governing Law. This Second Amended Standstill Agreement
shall be governed by and construed in accordance with the substantive and
procedural laws of the State of Delaware applicable to agreements made and to be
performed entirely within that State (without giving effect to any conflict of
laws principles which might require application of the law of a different
jurisdiction).
5.5. Jurisdiction. The parties hereby consent to the
jurisdiction of the federal courts located within the District of Columbia for
all purposes.
5.6. Counterparts. This Second Amended Standstill 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.
5.7. Headings. The headings in this Second Amended Standstill
Agreement are for reference only and shall not affect the interpretation of this
Second Amended Standstill Agreement.
5.8. Publicity. All notices to third parties and all other
publicity concerning the transactions contemplated by this Second Amended
Standstill Agreement shall be jointly planned and coordinated by the parties,
unless such notices or other publicity are mandated by law.
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5.9. Severability. If any portion of this Second Amended
Standstill Agreement shall be deemed unenforceable by a court of competent
jurisdiction, the remaining portions shall be valid and enforceable.
5.10. Attorneys Fees. If any legal action, arbitration or
other proceeding is brought for the enforcement of this Second Amended
Standstill Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this Second
Amended Standstill 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.
5.11. Inconsistencies. Any inconsistencies between this Second
Amended Standstill Agreement and any other agreements entered into among the
parties hereto will be resolved in favor of this Second Amended Standstill
Agreement.
5.12. Term. This Second Amended Standstill Agreement shall
have a term commencing on date hereof and continuing in full force and effect
until the third anniversary of the date hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed on the date first above written.
CORDANT TECHNOLOGIES HOLDING COMPANY
By: /s/ X.X. Xxxxxx
------------------------------------
Name: X.X. Xxxxxx
Title: President
CORDANT TECHNOLOGIES INC.
By: /s/ X.X. Xxxxxx
------------------------------------
Name: X.X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
CARLYLE-BLADE ACQUISITION PARTNERS, L.P.
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
------------------------------------
Name: Xxxxx X. Xxxx
Title: a Managing Member
CARLYLE PARTNERS II, L.P.
By: TC Group, L.L.C.
Its: General Partner
By: TCG Holdings, L.L.C.
Its: Managing Member
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: a Managing Member
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CARLYLE PARTNERS III, L.P.
By: TC Group, L.L.C.
Its: General Partner
By: TCG Holdings, L.L.C.
Its: Managing Member
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: a Managing Member
TC GROUP, L.L.C.
By: TCG Holdings, L.L.C.
Its: Managing Member
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: a Managing Member
TCG HOLDINGS, L.L.C.
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: a Managing Member
/s/ Xxxxxxx X. Xxxxxx, Xx.
------------------------------------
Xxxxxxx X. Xxxxxx, Xx.
