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EXHIBIT 2
VOTING AGREEMENT
VOTING AGREEMENT, dated as of October 25, 2000 (the "Agreement"),
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among KC Holding Corporation, a Delaware corporation ("Parent"), KC Merger
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Corp., a Delaware corporation and a wholly owned subsidiary of Parent
("Purchaser"), and Mark D. Lerdal (the "Stockholder"), a stockholder in KENETECH
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Corporation (the "Company").
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W I T N E S S E T H:
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Parent, Purchaser and the Company are entering into an Agreement and
Plan of Merger, dated as of the date hereof (the "Merger Agreement"), which
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provides for, upon the terms and subject to the conditions set forth therein,
(i) the commencement by Purchaser of a tender offer (the "Offer") for all of the
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issued and outstanding shares of common stock, par value $.0001 per share, of
the Company, together with the associated rights attached thereto (the "Rights")
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issued pursuant to that certain Rights Agreement (as defined in the Merger
Agreement) (collectively, the "Company Common Stock"), at a purchase price of
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$1.04 per Company Common Stock and (ii) the subsequent merger of Purchaser with
and into the Company (the "Merger");
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WHEREAS, as of the date hereof, the Stockholder owns beneficially
11,365,458 shares of Company Common Stock (all such shares so owned and which
may hereafter be acquired by such Stockholder prior to the termination of this
Agreement, whether upon the exercise of options or by means of purchase,
dividend, distribution or otherwise, being referred to herein as such
Stockholder's "Shares");
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WHEREAS, on October 24, 2000, Stockholder entered into a Subscription
and Contribution Agreement (the "Subscription Agreement") with Parent pursuant
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to which, on the terms set forth therein, Stockholder will contribute all of
such Stockholder's Shares to Parent in exchange for shares of common stock, par
value $.01 per share, of Parent;
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Purchaser have requested that the Stockholder enter into
this Agreement; and
WHEREAS, in order to induce Parent and Purchaser to enter into the
Merger Agreement, the Stockholder is willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Parent, Purchaser and the Stockholder hereby agree as follows:
Article 1.
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Transfer and Voting of Shares; and
Other Covenants of the Stockholders
Section 1.1. Voting Of Shares. From the date hereof until the
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termination of this Agreement pursuant to Section 5.2 hereof (the "Term"), at
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any meeting of the stockholders of the Company, however called, and in any
action by consent of the stockholders of the Company, Stockholder shall vote his
Shares (i) in favor of the Merger and the Merger Agreement (as amended from time
to time; provided that Stockholder shall not be required to vote in favor of the
Merger Agreement or the Merger if the Merger Agreement has been amended in any
manner that is material and adverse to the Stockholder without such
Stockholder's written consent), (ii) against any Takeover Proposal and against
any proposal for action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement of the
Company under the Merger Agreement or which is reasonably likely to result in
any of the conditions of the Company's obligations under the Merger Agreement
not being fulfilled, any change in the directors of the Company, any change in
the present capitalization of the Company or any amendment to the Company's
Articles of Incorporation or By-Laws, any other material change in the Company's
corporate structure or business, or any other action, which in the case of each
of the matters referred to in this clause (ii) could reasonably be expected to
impede, interfere with, delay, postpone or materially adversely affect the
transactions contemplated by the Merger Agreement or the likelihood of such
transactions being consummated and (iii) in favor of any other matter necessary
for consummation of the transactions contemplated by the Merger Agreement which
is considered at any such meeting of stockholders or in such consent, and in
connection therewith to execute any documents which are necessary or appropriate
in order to effectuate the foregoing, including the ability for Purchaser or its
nominees to vote such Shares directly.
Section 1.2. No Inconsistent Arrangements. Except as contemplated
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by this Agreement and the Subscription Agreement, Stockholder shall not during
the Term (i) transfer (which term shall include, without limitation, any sale,
assignment, gift, pledge, hypothecation or other disposition), or consent to any
transfer of, any or all of Stockholder's Shares or any interest therein, or
create or, permit to exist any lien or other encumbrance on such Shares, (ii)
enter into any contract, option or other agreement or understanding with respect
to any transfer of any or all of such Shares or any interest therein, (iii)
grant any proxy, power-of-attorney or other authorization in or with respect to
such Shares, (iv) deposit such Shares into a voting trust or enter into a voting
agreement or arrangement with respect to such Shares, or (v) take any other
action that would in any way restrict, limit or interfere with the performance
of his obligations hereunder or the transactions contemplated hereby or by the
Merger Agreement.
Section 1.3. Proxy. Stockholder hereby revokes any and all prior
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proxies or powers of attorney in respect of his Shares and constitutes and
appoints Purchaser and Parent, or any nominee of Purchaser and Parent, with full
power of substitution and resubstitution, at any time during the Term, as his
true and lawful attorney and proxy (his "Proxy"), for and in his name, place and
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stead, to demand that the Secretary of the Company call a special meeting of the
stockholders of the Company for the purpose of considering any matter referred
to in Section 1.1 and to vote each
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of such Shares as his Proxy, at every annual, special, adjourned or postponed
meeting of the stockholders of the Company, including the right to sign his name
(as stockholder) to any consent, certificate or other document relating to the
Company that the General Corporate Law of the State of Delaware may permit or
require as provided in Section 1.1. THE FOREGOING PROXY AND POWER OF ATTORNEY
ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM.
Section 1.4. Waiver Of Appraisal Rights. Stockholder hereby waives
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any rights of appraisal or rights to dissent from the Merger.
Section 1.5. Stop Transfer. Stockholder shall not request that the
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Company register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of his Shares, unless such transfer is
made in compliance with this Agreement (including the provisions of Article III
hereof)
Section 1.6. No Solicitation. During the Term, Stockholder shall
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not, nor shall it permit or authorize any of his agents or representatives
(collectively, the "Representatives") to, (i) solicit or initiate, or encourage,
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directly or indirectly, any inquiries regarding or the submission of, any
Takeover Proposal, (ii) participate in any discussions or negotiations
regarding, or furnish to any Person any information or data with respect to, or
take any other action to knowingly facilitate the making of any proposal that
constitutes, or may reasonably be expected to lead to, any Takeover Proposal or
(iii) enter into any agreement with respect to any Takeover Proposal or approve
or resolve to approve any Takeover Proposal. Upon execution of this Agreement,
Stockholder shall, and he shall cause his Representatives to, immediately cease
any existing activities, discussions or negotiations with any parties conducted
heretofore with respect to any of the foregoing.
Stockholder will promptly notify Parent of the existence of any
proposal, discussion, negotiation or inquiry received by Stockholder, and
Stockholder will immediately communicate to Parent the terms of any proposal,
discussion, negotiation or inquiry which he may receive (and will promptly
provide to Parent copies of any written materials received by him in connection
with such proposal, discussion, negotiation or inquiry) and the identity of the
Person making such proposal or inquiry or engaging in such discussion or
negotiation. Nothing in this Agreement shall be construed to prohibit the
Stockholder from taking an action solely in his capacity as an officer of the
Company or a member of the Company's Board of Directors or from exercising his
fiduciary duties as a member of such Board of Directors.
Article 2.
No Tender of Shares
Section 2.1. No Tender. Stockholder shall not tender his Shares
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pursuant to the Offer.
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Section 2.2. Disclosure. Stockholder hereby authorizes Parent and
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Purchaser to publish and disclose in the Offer Documents and, if approval of the
Company's stockholders is required under applicable law, the Proxy Statement
(including all documents and schedules filed with the SEC), his identity and
ownership of the Company Common Stock and the nature of his commitments,
arrangements and understandings under this Agreement (provided that Stockholder
and its counsel shall be afforded reasonable opportunity to review and comment
thereon with respect to such disclosure, and Parent and Purchaser shall consult
in good faith with Stockholder with respect to such comments).
Article 3.
Representations and Warranties of the Stockholder
Except as stated in a disclosure letter dated this same date
Stockholder hereby represents and warrants to Parent and Purchaser as follows:
Section 3.1. Due Authorization, Etc. Stockholder has all requisite
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power and authority to execute, deliver and perform this Agreement, to appoint
Purchaser and Parent as his Proxy and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by or
on behalf of Stockholder and constitutes a legal, valid and binding obligation
of Stockholder, enforceable against Stockholder in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws and except that the availability of equitable remedies,
including specific performance, is subject to the discretion of the court before
which any proceeding for such remedy may be brought. There is no beneficiary or
holder of a voting trust certificate or other interest of any trust of which
Stockholder is trustee whose consent is required for the execution and delivery
of this Agreement or the consummation by Stockholder of the transactions
contemplated hereby.
Section 3.2. No Conflicts; Required Filings and Consents.
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(1) The execution and delivery of this Agreement by Stockholder does
not, and the performance of this Agreement by Stockholder will not, (i) conflict
with or violate any trust agreement or other similar documents relating to any
trust of which Stockholder is trustee, (ii) conflict with or violate any law
applicable to Stockholder or by which Stockholder or any of Stockholder's
properties is bound or affected or (iii) result in any breach of or constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, acceleration or
cancellation of, or result in the creation of a lien or encumbrance on any
assets of Stockholder, including, without limitation, Stockholder's Shares,
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which
Stockholder is a party or by which Stockholder or any of Stockholder's assets is
bound or affected, except, in the case of clauses (ii) and (iii), for any such
breaches, defaults or other occurrences that would not prevent or delay the
performance by Stockholder of Stockholder's obligations under this Agreement.
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(2) The execution and delivery of this Agreement by Stockholder does
not, and the performance of this Agreement by Stockholder will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority (other than any necessary filing
under the HSR Act or the Exchange Act), domestic or foreign, except where the
failure to obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications, would not prevent or delay the performance
by Stockholder of his obligations under this Agreement.
Section 3.3. No Finder's Fees. No broker, investment banker,
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financial advisor or other person is entitled to any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf of
Stockholder. Stockholder, on behalf of itself and its affiliates, hereby
acknowledges that it is not entitled to receive any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated hereby or by the Merger Agreement.
Article 4.
Representations and Warranties of
Parent and Purchaser
Parent and Purchaser hereby, jointly and severally, represent and
warrant to the Stockholder as follows:
Section 4.1. Due Organization, Authorization, Etc. Purchaser and
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Parent are duly organized, validly existing and in good standing under the laws
of their jurisdiction of incorporation. Purchaser and Parent have all requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby by
each of Purchaser and Parent have been duly authorized by all necessary
corporate action on the part of Purchaser and Parent, respectively. This
Agreement has been duly executed and delivered by each of Purchaser and Parent
and constitutes a legal, valid and binding obligation of each of Purchaser and
Parent, enforceable against Purchaser and Parent in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws and except that the availability of equitable remedies,
including specific performance, is subject to the discretion of the court before
which any proceeding for such remedy may be brought.
Article 5.
Miscellaneous
Section 5.1. Definitions. Terms used but not otherwise defined in
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this Agreement have the meanings ascribed to such terms in the Merger Agreement.
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Section 5.2. Termination. This Agreement shall terminate and be of
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no further force and effect (i) by the written mutual consent of the parties
hereto, (ii) automatically and without any required action of the parties hereto
upon the Effective Time or (iii) upon termination of the Merger Agreement in
accordance with its terms. No such termination of this Agreement shall relieve
any party hereto from any liability for any breach of this Agreement prior to
termination.
Section 5.3. Further Assurance. From time to time, at another
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party's request and without consideration, each party hereto shall execute and
deliver such additional documents and take all such further action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
Section 5.4. Certain Events. Stockholder agrees that this Agreement
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and Stockholder's obligations hereunder shall attach to Stockholder's Shares and
shall be binding upon any person or entity to which legal or beneficial
ownership of such Shares shall pass, whether by operation of law or otherwise,
including, without limitation, Stockholder's heirs, guardians, administrators,
or successors. Notwithstanding any transfer of Shares, the transferor shall
remain liable for the performance of all its obligations under this Agreement.
Section 5.5. No Waiver. The failure of any party hereto to exercise
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any right, power, or remedy provided under this agreement or otherwise available
in respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, or any custom or practice of the
parties at variance with the terms hereof shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
Section 5.6. Specific Performance. Stockholder acknowledges that if
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he fails to perform any of his obligations under this Agreement immediate and
irreparable harm or injury would be caused to Parent and Purchaser for which
money damages would not be an adequate remedy. In such event, Stockholder agrees
that each of Parent and Purchaser shall have the right, in addition to any other
rights it may have, to specific performance of this Agreement. Accordingly, if
Parent or Purchaser should institute an action or proceeding seeking specific
enforcement of the provisions hereof, Stockholder hereby waives the claim or
defense that Parent or Purchaser, as the case may be, has an adequate remedy at
law and hereby agrees not to assert in any such action or proceeding the claim
or defense that such a remedy at law exists. Stockholder further agrees to waive
any requirements for the securing or posting of any bond in connection with
obtaining any such equitable relief.
Section 5.7. Notice. All notices and other communications given or
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made pursuant hereto shall be in writing and shall be deemed to have been duly
given or made (i) as of the date delivered or sent by facsimile if delivered
personally or by facsimile, and (ii) on the third business day after deposit in
the U.S. mail, if mailed by registered or certified mail (postage prepaid,
return receipt requested), in each case to the parties at the following
addresses (or at such other address for
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a party as shall be specified by like notice, except that notices of changes of
address shall be effective upon receipt)
(a) If to Parent or Purchaser:
c/o ValueAct Capital Partners, L.P.
One Maritime Plaza
Suite 1400
San Francisco, California 94111
Attention: Jeff Ubben
Facsimile: (415) 362-5727
With copies to:
Kirkland & Ellis
200 E. Randolph Drive
Chicago, Illinois 60601
Attention: Dennis M. Myers
Facsimile: (312) 861-2200
(b) If to a Stockholder:
Mark D. Lerdal
c/o KENETECH Corporation
500 Sansome Street, #410
San Francisco, California 94111
Facsimile: (415) 984-8102
With copies to:
Gibson, Dunn & Crutcher
One Montgomery St., 31/st/ Floor
San Francisco, CA 94114
Attention: Doug Smith
Facsimile No.: (415) 986-5309
Section 5.8. Expenses. Except as otherwise expressly set forth
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herein, all fees, costs and expenses incurred in connection with this Agreement
or the Merger Agreement and the transactions contemplated hereby shall be paid
by the party incurring such fees, costs and expenses.
Section 5.9. Headings. The headings contained in this Agreement are
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for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
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Section 5.10. Severability. If any term or other provision of this
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Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that transactions contemplated hereby are fulfilled to the maximum extent
possible.
Section 5.11. Attorneys' Fees. In the event that any action or
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proceeding, including without limitation arbitration, is commenced by any party
hereto for the purpose of enforcing any provision of this Agreement, the parties
to such action, proceeding or arbitration shall receive as part of any award,
judgment, decision or other resolution of such action, proceeding or arbitration
their costs and reasonable attorneys' fees as determined by the person or body
making such award, judgment, decision or resolution. Should any claim hereunder
be settled short of the commencement of any such action or proceeding, including
arbitration, the parties in such settlement shall be entitled to include as part
of the damages alleged to have been incurred reasonable costs of attorneys or
other professionals in investigation or counseling on such claim.
Section 5.12. Entire Agreement; No Third-Party Beneficiaries. This
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Agreement constitutes the entire agreement and supersedes any and all other
prior agreements and undertakings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof, and this Agreement is
not intended to confer upon any other person any rights or remedies hereunder.
Section 5.13. Assignment. This Agreement shall not be assigned by
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operation of law or otherwise.
Section 5.14. Governing Law. This Agreement shall be governed by,
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and construed in accordance with, the laws of the State of Delaware applicable
to contracts executed in and to be performed entirely within that State.
Section 5.15. Amendment. This Agreement may not be amended except by
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an instrument in writing signed by the parties hereto.
Section 5.16. Waiver. Any party hereto may (a) extend the time for
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the performance of any of the obligations or other acts of the other parties
hereto, (b) waive any inaccuracies in the representations and warranties of the
other parties hereto contained herein or in any document delivered pursuant
hereto and (c) waive compliance by the other parties hereto with any of their
agreements or conditions contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only as against such party
and only if set forth in an
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instrument in writing signed by such party. The failure of any party hereto to
assert any of its rights under this Agreement or otherwise shall not constitute
a waiver of those rights.
Section 5.17. Counterparts. This Agreement may be executed in one or
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more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which
shall constitute one and the same agreement.
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IN WITNESS WHEREOF, Parent, Purchaser and the Stockholder have caused
this Agreement to be executed as of the date first written above.
KC HOLDING CORPORATION
By: __________________________________
Name: __________________________________
Title: __________________________________
KC MERGER CORP.
By: __________________________________
Name: __________________________________
Title: __________________________________
STOCKHOLDER:
__________________________________
Mark D. Lerdal
