VOTING AGREEMENT
This Voting Agreement is entered into as of May 17, 1996 by Xxxxx Xxxxxx
("Xxxxxx") for the benefit of the United Steelworkers of America, Local 8147,
whose members are employed at the Columbia Aluminum Corporation smelter in
Goldendale, Washington and related unloader facility in Portland, Oregon (the
"Union").
RECITALS
A. Columbia Aluminum Corporation ("CAC") and Xxxxxx, among other parties,
have entered into binding agreements with respect to a series of related
transactions through which Xxxxxx and his affiliates will acquire a controlling
interest in Goldendale Holdings Company ("Parent"), which will own 100 percent
of the outstanding capital stock of CAC. Immediately following the transactions,
CAC's name will be changed to Goldendale Aluminum Company.
B. Following the transactions, Xxxxxx will cause Parent to elect to the
Board of Directors of CAC (1) one nominee designated by the Union, and (2) two
nominees who have no significant continuing business relationship with Xxxxxx or
any entity controlled by Xxxxxx.
C. In consideration of the covenants and agreements of the Union set forth
in the Collective Bargaining Agreement dated April 7, 1996 between CAC and the
Union (the "Labor Agreement"), Xxxxxx has agreed to the following restrictions
governing voting rights with respect to the shares of Common Stock of CAC held
by Parent (the "Shares").
AGREEMENT
1. Commencing May 22, 1996, at any annual or special meeting of
shareholders of CAC called for the purpose of electing directors, or in any
action with respect to the election of directors taken by written consent of
shareholders, Xxxxxx will cause Parent to vote the Shares in such a manner as to
ensure that all times during the term hereof: a) the CAC Board will consist of
not more than five directors; b) not less than one director will be a nominee of
the Union designated by the President of the United Steelworkers of America
International Union, Pittsburgh, Pennsylvania, and c) not less than two
directors will be nominees of Xxxxxx having no significant continuing business
relationship with Xxxxxx or any entity controlled by Xxxxxx.
2. This Agreement will commence as of the date set forth above and shall
continue for such time as the United Steelworkers of America represents the
collective
bargaining unit of CAC's Goldendale, Washington aluminum smelter; except that
with respect to clauses a) and c) of paragraph 1 the Agreement shall continue
until the earlier of (i) termination of the initial term of the Labor Agreement,
or (ii) such time, if any, as the Shares are transferred but only if pursuant to
foreclosure of the Shares under the terms of the Pledge Agreement entered into
at the Closing of the above transaction between Parent and its senior lenders.
3. Xxxxxx acknowledges that monetary damages alone cannot provide an
adequate remedy with respect to the covenants and benefits of this Agreement
bargained for by the Union, and agrees that Union will be entitled to seek
specific performance and injunctive relief to enforce this Agreement in the
federal or state courts of Oregon. Xxxxxx will pay reasonable attorney fees
incurred by the Union to the extent the union prevails in any such action.
4. This Agreement will be governed by the laws of Washington and will be
binding upon the successors and assigns of Xxxxxx.
XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
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