Exhibit 10.36
AMENDMENT
Amendment, dated as of March 13, 2000 ("this Amendment"), to the Corporate
Agreement, dated as of December 2, 1997 (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") (individually, a "Party" and collectively, the "Parties").
Capitalized terms used but not defined herein shall have the meanings ascribed
in the Corporate Agreement.
WHEREAS, the Parties desire to amend the Corporate Agreement;
NOW, THEREFORE, in consideration of the above premises and mutual
agreements set forth in this Amendment, the Parties hereby agree as follows.
1. Article I of the Corporate Agreement is hereby amended and restated to read
as follows:
Neither Cordant, Holding nor any of their Affiliates shall acquire
Publicly held Shares (as defined below) if, after such acquisition, the
number of Publicly Held Shares would be less than 14% of the total number
of shares of Common Stock outstanding other than:
(i) with the consent of a majority (but not less than two) of the
non-employee directors of the Company who are not directors or
employees of Cordant, Holding or their respective Affiliates, or
(ii) the purchase of at least a majority of the outstanding Publicly
Held Shares pursuant to a tender offer to acquire all of the
Publicly Held Shares, which tender offer (A) is conditioned
upon there being tendered and not withdrawn prior to the
expiration of the offer not less than a majority of the outstanding
Publicly Held Shares (the "Minimum Tender Condition"), and (B)
provides a commitment for a prompt merger or business combination
following the purchase of shares in the tender offer as contemplated
by the following clause (iii), or
(iii) pursuant to a merger or other business combination, within one year
following the completion of a tender offer described in clause (ii)
that satisfied the Minimum Tender Condition, in which each Publicly
Held Share outstanding immediately prior to the effective time of
such merger or business combination is converted into the right to
receive the same consideration paid or issued in the tender offer,
or
(iv) pursuant to a merger or other business combination in which holders
of all outstanding Publicly Held Shares are treated the same which
is approved by the holders of a majority of the outstanding Publicly
Held Shares.
For purposes of this ARTICLE I, "Publicly Held Shares" shall mean
outstanding shares of Common Stock other than shares held by Cordant,
Holding or any of their Affiliates.
2. This Amendment 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).
3. Except as expressly set forth herein, this Amendment to the Corporate
Agreement shall not by implication or otherwise alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Corporate Agreement, all of which are ratified and affirmed in
all respects and shall continue in full force and effect.
4. This Amendment 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.
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
duly executed on the date first above written.
HOWMET INTERNATIONAL INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President and General Counsel
CORDANT TECHNOLOGIES INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
CORDANT TECHNOLOGIES HOLDING COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
