EXHIBIT (d)(3)
[LETTERHEAD OF ALCOA, INC.]
March 16, 2000
Howmet International Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Gentlemen:
Reference is made to the Corporate Agreement, dated as of December 2,
1997, as amended by the Amendment, dated as of March 13, 2000 (as amended, the
"Corporate Agreement"), by and among Cordant Technologies Inc. (formerly named
Thiokol Corporation), a Delaware corporation ("Cordant"), Cordant Technol ogies
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").
We hereby agree to comply with Article I of the Corporate Agreement to
the same extent as if we were Cordant unless and until the Agreement and Plan of
Merger, to be dated as of March 14, 2000 (the "Merger Agreement"), by and among
Alcoa Inc. ("Alcoa"), Omega Acquisition Corp. (the "Purchaser") and Cordant is
terminated prior to our purchase of Cordant shares in the Offer (as defined in
the Merger Agreement).
This letter agreement is given in consideration of the Board of
Directors of the Company approving for purposes of Section 203 of the General
Corporation Law of the State of Delaware ("DGCL") Alcoa and the Purchaser
becoming "interested stockholders" pursuant to Alcoa's execution of this letter
agreement or their entry into an agreement with Cordant providing for a tender
offer by the Purchaser to acquire the outstanding shares of common stock, par
value $1.00
March 16, 2000
Page 2
per share, of Cordant (the "Cordant Common Stock") and the preferred
share purchase rights issued or issuable under the Cordant Rights Agreement (the
"Rights," and together with Cordant Common Stock, the "Shares"), to be followed
by a merger in which they would acquire the remaining Shares and the
consummation of such transactions and the Board of Directors of the Company
taking all appropriate action so that Section 203 of the DGCL, with respect to
the Company, will not be applica ble to Alcoa and the Purchaser by virtue of
such actions.
This letter agreement shall be governed by New York law, without
reference to its conflicts of law principles.
Please confirm your agreement with the foregoing by signing the
enclosed copy of this letter agreement and returning it to us, whereupon it will
become a binding agreement.
Very truly yours,
ALCOA INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
Title: Executive Vice President and
General Counsel
ACKNOWLEDGED AND AGREED;
HOWMET INTERNATIONAL INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President and
General Counsel
