EXHIBIT 7
AMENDED AND RESTATED VOTING AGREEMENT
AMENDED AND RESTATED VOTING AGREEMENT (this
"Agreement"), dated as of April 29, 1996, and as amended
and restated as of November 5, 1996, among Textron Inc.,
a Delaware corporation ("Textron"), The ▇▇▇▇ ▇▇▇▇▇▇
Corporation, a Massachusetts corporation (the "Company"),
and the stockholders of Provident Companies, Inc., a
Delaware corporation ("Parent"), listed on Schedule A
hereto (the "Stockholders").
WHEREAS, concurrently with the execution of
this Agreement, the Company, Parent and Patriot
Acquisition Corporation, a Massachusetts corporation and
a wholly owned subsidiary of Parent ("Newco"), have
entered into an Amended and Restated Agreement and Plan
of Merger (as the same may be further amended from time
to time, the "Merger Agreement"), providing for the
merger (the "Merger") of Newco with and into the Company
pursuant to the terms and conditions of the Merger
Agreement; and
WHEREAS, the Stockholders own of record and
beneficially the shares (the "Shares") of the common
stock, $1.00 par value, of Parent (the "Parent Common
Stock") set forth opposite their respective names on
Schedule A hereto and wish to enter into this Agreement
with respect to the Shares; and
WHEREAS, in order to induce the Company to
enter into the Merger Agreement and to induce Textron to
enter into the Voting Agreement dated as of the date
hereof with Parent, the Stockholders have agreed, upon
the terms and subject to the conditions set forth herein,
to vote the Shares at a meeting of Parent's stockholders
in favor of approval of each of the issuance of shares of
Parent Common Stock in the Merger pursuant to the terms
of the Merger Agreement (the "Stock Issuance") and the
Charter Amendment (as defined in the Merger Agreement);
NOW, THEREFORE, for good and valuable
consideration, the receipt, sufficiency and adequacy of
which is hereby acknowledged, the parties hereto agree as
follows:
1. Agreement to Vote Shares.
(a) Subject to Section 1(b) hereof, each
of the Stockholders agrees during the term of this
Agreement to vote the Shares as to which it has voting
power or control, in person or by proxy, in favor of
approval of each of the Stock Issuance and the Charter
Amendment at every meeting of the stockholders of Parent
at which such matters are considered and at every
adjournment thereof (each, a "Stockholder Meeting").
(b) Notwithstanding anything to the
contrary contained herein, the obligations of the
Stockholders pursuant to Section 1(a) hereof with respect
to matters to be considered at any Stockholder Meeting
are subject to the following conditions:
(i) the Company shall have
performed in all material respects all of its respective
material obligations under the Merger Agreement to have
been performed at or prior to the date of such
Stockholder Meeting;
(ii) all representations and
warranties of the Company set forth in the Merger
Agreement shall be true and correct in all material
respects as of the date of such Stockholder Meeting as
though made on and as of such date (except for changes
permitted by the Merger Agreement and that those
representations which address matters only as of a
particular date shall remain true and correct as of such
date), except in any case for such failures to be true
and correct which would not have a Company Material
Adverse Effect (as defined in the Merger Agreement);
(iii) there shall not be in effect
on the date of such Stockholder Meeting any statute,
rule, regulation, executive order, decree, ruling or
injunction or other order of a court or governmental or
regulatory agency of competent jurisdiction directing
that the transactions contemplated by the Merger
Agreement not be consummated; and
(iv) the Registration Statement
(as defined in the Merger Agreement) to be filed with the
Securities and Exchange Commission (the "SEC") by Parent
under the Securities Act of 1933, as amended (the "Act")
to register the shares of Parent Common Stock to be
issued in the Merger shall have become effective under
the Act and shall not be the subject of any stop order or
proceeding by the SEC seeking a stop order.
2. No Voting Trusts. Each of the
Stockholders agrees that such Stockholder will not, nor
will such Stockholder permit any entity under such
Stockholder's control to, deposit any of such
Stockholder's Shares in a voting trust or subject any of
its Shares to any arrangement with respect to the voting
of the Shares inconsistent with this Agreement.
3. Limitation on Dispositions and Proxies.
(a) During the term of this Agreement,
each of the Stockholders agrees not to sell, assign,
pledge, transfer or otherwise dispose of (each a
"Transfer"), or grant any proxies with respect to (except
for a proxy which is not inconsistent with the terms of
this Agreement) any of such Stockholder's Shares;
provided, however, that (i) each Stockholder (but not a
Stockholder who is not an original signatory to this
Agreement and who receives Shares in a Transfer made
under this Section 3(a)) that is an individual may
Transfer during the term of this Agreement up to 200,000
of such Stockholder's Shares, and additional Shares in
excess of such 200,000 if each transferee of such
additional Shares agrees to be bound by the terms of this
Agreement (and thereby becomes a Stockholder under this
Agreement for all purposes) and (ii) each Stockholder
that is a trust or a foundation may Transfer during the
term of this Agreement up to the number of such
Stockholder's Shares as would be saleable by such
Stockholder in compliance with the volume limitations of
Rule 144 under the Act, and additional Shares in excess
of such number if each transferee of such additional
Shares agrees to be bound by the terms of this Agreement.
4. Specific Performance. Each party hereto
acknowledges that it will be impossible to measure in
money the damage to the other party if a party hereto
fails to comply with the obligations imposed by this
Agreement, and that, in the event of any such failure,
the other party will not have an adequate remedy at law
or in damages. Accordingly, each party hereto agrees
that injunctive relief or other equitable remedy, in
addition to remedies at law or damages, is the
appropriate remedy for any such failure and will not
oppose the granting of such relief on the basis that the
other party has an adequate remedy at law. Each party
hereto agrees that it will not seek, and agrees to waive
any requirement for, the securing or posting of a bond in
connection with any other party's seeking or obtaining
such equitable relief.
5. Term of Agreement; Termination. Subject
to Section 8(f), the term of this Agreement shall
commence on the date hereof, and such term and this
Agreement shall terminate upon the earliest to occur of
(i) the Effective Time; (ii) the date on which the Merger
Agreement is terminated in accordance with its terms;
(iii) the date on which the Board of Directors of the
Company withdraws or materially modifies or changes its
recommendation of the Merger Agreement if the Board of
Directors of the Company after consultation with its
counsel determines that the failure to take such action
could reasonably be deemed a breach of its fiduciary
duties to the Company's stockholders under applicable
law; and (iv) May 28, 1997. Upon such termination, no
party shall have any further obligations or liabilities
hereunder; provided, however, that such termination shall
not relieve any party from liability for any breach of
this Agreement prior to such termination.
6. Entire Agreement. This Agreement
supersedes all prior agreements, written or oral, among
the parties hereto with respect to the subject matter
hereof and contains the entire agreement among the
parties with respect to the subject matter hereof. This
Agreement may not be amended, supplemented or modified,
and no provisions hereof may be modified or waived,
except by an instrument in writing signed by all parties
hereto. No waiver of any provisions hereof by any party
shall be deemed a waiver of any other provisions hereof
by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
7. Notices. All notices, consents, requests,
instructions, approvals and other communications provided
for herein shall be in writing and shall be deemed to
have been duly given if mailed, by first class or
registered mail, three (3) business days after deposit in
the United States Mail, or if telexed or telecopied, sent
by telegram, or delivered by hand or reputable overnight
courier, when confirmation is received, in each case as
follows:
If to the Stockholders, to the addresses
listed on Schedule A hereto.
With a copy to:
King & Spalding
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: E. ▇▇▇▇▇▇▇ ▇▇▇▇▇, II, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to Textron Inc.:
Textron Inc.
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Executive Vice President
and General Counsel
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Company:
Provident Companies, Inc.
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇▇▇ & Bird
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other persons or addresses as may be
designated in writing by the party to receive such
notice. Nothing in this Section 7 shall be deemed to
constitute consent to the manner and address for service
of process in connection with any legal proceeding
(including litigation arising out of or in connection
with this Agreement), which service shall be effected as
required by applicable law.
8. Miscellaneous.
(a) Nothing contained in this Agreement
shall be construed as creating any liability on the part
of Textron under the Merger Agreement.
(b) This Agreement shall be deemed a
contract made under, and for all purposes shall be
construed in accordance with, the laws of the State of
Delaware, without reference to its conflicts of law
principles.
(c) If any provision of this Agreement or
the application of such provision to any person or
circumstances shall be held invalid or unenforceable by a
court of competent jurisdiction, such provision or
application shall be unenforceable only to the extent of
such invalidity or unenforceability, and the remainder of
the provision held invalid or unenforceable and the
application of such provision to persons or
circumstances, other than the party as to which it is
held invalid, and the remainder of this Agreement, shall
not be affected.
(d) This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be
an original but all of which together shall constitute
one and the same instrument.
(e) All Section headings herein are for
convenience of reference only and are not part of this
Agreement, and no construction or reference shall be
derived therefrom.
(f) The obligations of the Stockholders
set forth in this Agreement shall not be effective or
binding upon the Stockholders until after such time as
the Merger Agreement is executed and delivered by the
Company, Parent and Newco.
IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Agreement as of the date
first written above.
THE ▇▇▇▇ ▇▇▇▇▇▇ CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief
Executive Officer
TEXTRON INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. Key
Name: ▇▇▇▇▇▇▇ ▇. Key
Title: Executive Vice
President and Chief
Financial Officer
STOCKHOLDERS:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
THE ▇▇▇▇▇▇▇▇▇ FOUNDATION, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. THE ▇.▇. ▇▇▇▇▇▇▇▇▇ TRUST FOR THE
Trustee ▇▇▇▇▇▇▇▇▇ FOUNDATION, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Trustee Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Trustee
THE ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ FOUNDATION,
INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President
THE ▇.▇. ▇▇▇▇▇▇▇▇▇ TRUST FOR THE
▇.▇. ▇▇▇▇▇▇▇▇▇ FAMILY
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Trustee Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Trustee
THE ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ TRUST FOR
THE ▇.▇. ▇▇▇▇▇▇▇▇▇ FAMILY
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Trustee Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Trustee
THE ▇.▇. ▇▇▇▇▇▇▇▇▇ TRUST FOR THE
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. FAMILY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Trustee
THE ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ TRUST FOR
THE ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
FAMILY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Trustee
SCHEDULE A
Percentage
Number of of Voting
Outstanding Power of
Stockholder Shares Owned Parent(1)
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. 827,794 1.8
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 1,389,344 3.0
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 457,602 1.0
The ▇▇▇▇▇▇▇▇▇ 8,115,514 17.8
Foundation, Inc.
The ▇.▇. ▇▇▇▇▇▇▇▇▇ 3,470,123 7.6
Trust For The
▇▇▇▇▇▇▇▇▇
Foundation, Inc.
The ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,565,842 3.4
Foundation, Inc.
The ▇.▇. ▇▇▇▇▇▇▇▇▇ 654,770 1.4
Trust For The ▇.▇.
▇▇▇▇▇▇▇▇▇ Family
The ▇▇▇▇ ▇. 633,340 1.4
▇▇▇▇▇▇▇▇▇ Trust For
The ▇.▇. ▇▇▇▇▇▇▇▇▇
Family
The ▇.▇. ▇▇▇▇▇▇▇▇▇ 643,290 1.4
Trust For The ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Family
The ▇▇▇▇ ▇. 609,805 1.3
▇▇▇▇▇▇▇▇▇ Trust For
The ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, ▇▇.
Family
(1) Based on total shares outstanding as of November 5,
1996.
