STOCK REPURCHASE AGREEMENT
STOCK REPURCHASE AGREEMENT dated as of April __, 1997 among BLACKSTONE
CAPITAL PARTNERS II MERCHANT BANKING FUND L.P., a limited partnership organized
under the laws of the State of Delaware ("BCP"), BLACKSTONE OFFSHORE CAPITAL
PARTNERS II L.P., a limited partnership organized under the laws of the Cayman
Islands ("BOCP"), BLACKSTONE FAMILY INVESTMENT PARTNERSHIP II L.P., a limited
partnership organized under the laws of the State of Delaware ("BFIP"), UCAR
INTERNATIONAL INC., a corporation organized under the laws of the State of
Delaware (the "Company") and, as to Sections 6(a) and 7-13 of this Agreement
only, CHASE EQUITY ASSOCIATES, L.P., a limited partnership organized under the
laws of the State of California ("Chase Equity Associates"). BCP, BOCP and BFIP
are each sometimes referred to herein as a "Blackstone Party" and are
collectively referred to herein as the "Blackstone Parties."
W I T N E S S E T H :
WHEREAS, it is expected that certain shares of common stock of the
Company, par value $.01 per share (the "Common Stock"), will be sold by the
Blackstone Parties in a public offering (the "Offering") pursuant to an
Underwriting Agreement (the "Underwriting Agreement") dated the date hereof
among the Company, the Blackstone Parties, Credit Suisse First Boston
Corporation and the other U.S. Underwriters named therein and a Subscription
Agreement (the "Subscription Agreement") dated the date hereof among the
Company, the Blackstone Parties, Credit Suisse First Boston (Europe) Limited and
the other Managers named therein, which shares are being registered for sale to
the public under the Securities Act of 1933, as amended (the "Act"), pursuant to
a Registration Statement on Form S-3 (file no. 333-23073); and
WHEREAS, the Board of Directors of the Company has authorized a program
to repurchase up to $100 million of Common Stock (the "Stock Repurchase
Program"); and
WHEREAS, each Blackstone Party desires to sell to the Company, and the
Company desires to repurchase from each Blackstone Party, certain shares of
Common Stock currently owned by such Blackstone Party ("Shares") on the terms
and conditions set forth herein; and
WHEREAS, the Company intends to effect such repurchase of Shares from
each Blackstone Party upon consummation of the Offering pursuant to the Stock
Repurchase Program.
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained herein, the parties, intending to be legally
bound, agree as follows:
1. Sale and Repurchase. Upon the terms and subject to the conditions
set forth herein, at the Closing (as defined in Section 2 hereof), each
Blackstone Party shall sell, assign and deliver to the Company, and the Company
shall repurchase from each Blackstone Party, all right, title and interest in
and to the number of Shares set forth opposite the name of such Blackstone Party
on Schedule I (referred to below). In consideration for the sale, assignment and
delivery of such Shares, at the Closing, the Company shall pay to each
Blackstone Party $ __ per Share.
2. Closing. The closing of the sale and repurchase of the Shares
hereunder (the "Closing") will occur at the offices of Cravath, Swaine & Moore
in New York City on the First Closing Date (as defined in the Underwriting
Agreement and the Subscription Agreement) concurrently with the closing (the
"First Closing") of the sale of U.S. Firm Securities (as defined in the
Underwriting Agreement and the Subscription Agreement) on such First Closing
Date. At the Closing:
(a) the Company will deliver by wire transfer in immediately
available funds to a bank account designated by each Blackstone Party by notice
to the Company not later than two business days prior to the Closing the
repurchase price payable to such Blackstone Party as set forth set forth on
Schedule I;
(b) each Blackstone Party will deliver to the transfer agent
for the Common Stock (as agent for the Company) a certificate or certificates
representing the Shares to be sold by such Blackstone Party, registered in the
name of such Blackstone Party duly endorsed for transfer, as set forth on
Schedule I attached to, and in accordance with, the Letter of Instruction from
the Company to the transfer agent attached as Exhibit A hereto; and
(c) each Blackstone Party will furnish to the Company a
certificate, dated the date of the Closing, signed by such Blackstone Party or
an authorized signatory thereof, in substantially the form attached as Exhibit B
hereto.
3. Representations and Warranties of the Blackstone Parties. Each
Blackstone Party represents and warrants to the Company as of the date hereof
and the Closing as follows:
(a) Such Blackstone Party has valid and unencumbered title to
the Shares to be delivered by or on behalf of such Blackstone Party at the
Closing, and full right, power and authority to enter into this Agreement and to
sell, assign, transfer and deliver the Shares to be delivered by or on behalf of
such Blackstone Party at the Closing; and upon delivery of and payment for the
Shares to be delivered by or on behalf of such Blackstone Party at the Closing,
assuming the Company acquires such Shares in good faith and without notice of
any adverse claim within the meaning of the Uniform Commercial Code currently in
effect in the State of New York, the Company will acquire valid and unencumbered
title to the Shares to be delivered by or on behalf of such Blackstone Party at
the Closing.
(b) Such Blackstone Party has been duly organized as a limited
partnership and is in good standing under the laws of the jurisdiction in which
it was organized. Such jurisdictions
2
are the State of Delaware, in the case of the BCP and BFIP, and the Cayman
Islands, in the case of BOCP.
(c) This Agreement has been duly authorized and validly
executed and delivered by such Blackstone Party and, assuming due execution and
delivery by the other parties, constitutes a valid and legally binding agreement
of such Blackstone Party, enforceable against such Blackstone Party in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar laws affecting
creditors' rights and remedies generally and to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity).
(d) No consent, approval, authorization, or order of, or
filing with, any governmental agency or body or any Blackstone Party for the
consummation of the transactions contemplated by this Agreement in connection
with the sale by such Blackstone Party of the Shares set forth opposite such
Blackstone Party's name on Schedule I, except such as have no material adverse
effect on the consummation of the transactions contemplated by this Agreement.
(e) The sale of the Shares set forth opposite such Blackstone
Party's name on Schedule A, the execution, delivery and performance of this
Agreement, the consummation of the transactions contemplated herein and the
fulfillment of the terms hereof, will not result in a breach or violation of any
of the terms and provisions of, or constitute a default under, any material
agreement or instrument to which such Blackstone Party is a party or by which
such Blackstone Party is bound or to which any of the properties of such
Blackstone Party is subject, or the agreement of limited partnership or articles
of partnership of such Blackstone Party, except in each case where such breach,
violation or default has no material adverse effect on the consummation of the
transactions contemplated by this Agreement, and such Blackstone Party has full
partnership power and authority to sell the Shares to be sold by it as
contemplated by this Agreement.
(f) The sale of the Shares set forth opposite such Blackstone
Party's name on Schedule I, the execution, delivery and performance of this
Agreement, the consummation of the transactions herein contemplated and the
fulfillment of the terms hereof, will not result in a breach or violation of any
of the terms and provisions of any statute or any rule, regulation or order
applicable to such Blackstone Party of any governmental agency or body or court,
domestic or foreign, having jurisdiction over such Blackstone Party or any of
its properties.
4. Representations and Warranties of the Company. The Company
represents and warrants to the Blackstone Parties as of the date herend is
validly existing as a corporation in good standing under the laws of the State
of Delaware.
(b) This Agreement has been duly authorized and validly
executed and delivered by the Company and, assuming due execution and delivery
by the other parties, constitutes a valid
3
and legally binding obligation of the Company, enforceable against the Company
in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar laws affecting
creditors' rights and remedies generally and to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity).
(c) The repurchase of the Shares, the execution, delivery and
performance of this Agreement, the consummation of the transactions contemplated
herein and the fulfillment of the terms hereof will not result in a breach or
violation of any of the terms and provisions of, or constitute a default under,
any material agreement or instrument to which UCAR is a party or by which UCAR
is bound or to which any of the properties of UCAR is subject, except where such
breach, violation or default (individually or in the aggregate) would not have a
Material Adverse Effect (as defined in the Underwriting Agreement). The Company
has full corporate power and authority to repurchase the Shares as contemplated
by this Agreement.
(d) No consent, approval, authorization, or order of, or
filing with, any governmental agency or body or any court or arbitrator or by
any court or arbitrator is required to be obtained by the Company for the
consummation of the transactions contemplated by this Agreement in connection
with the repurchase by the Company of the Shares, except such as have no
Material Adverse Effect on the consummation of the transactions contemplated by
this Agreement.
(e) The repurchase of the Shares by the Company, the
execution, delivery and performance of thi terms hereof will not result in a
breach or violation of any of the terms and provisions of any statute or any
rule, regulation or order applicable to the Company or any governmental agency
or body or court, domestic or foreign, having jurisdiction over the Company or
any of its properties.
5. Conditions to the Obligations of the Blackstone Parties and the
Company; Termination. The obligations of each of the Blackstone Parties and the
Company to consummate the Closing are subject to the following conditions: (a)
no Shares shall be sold and repurchased hereunder unless all of the Shares are
concurrently sold and repurchased and (b) no Shares shall be sold and
repurchased hereunder unless the First Closing shall occur concurrently or shall
have occurred on or prior to April 30, 1997. If the First Closing shall not have
occurred on or prior to April 30, 1997, this Agreement shall terminate and have
no further force or effect without liability hereunder on the part of any party
(even if the First Closing does not occur due to an action or omission of a
party hereto under the Underwriting Agreement or the Subscription Agreement).
6. Termination of Certain Provisions.
(a) Upon the earlier of (x) 90 days after the date of the
Closing and (y) the time when each of the Blackstone Parties shall have ceased
to be an "affiliate" of the Company within
4
the meaning of Rule 144 under the Act, the provisions of Sections 2.1, 2.3, 2.4,
2.5, 2.6, 3.1 and 4.2 of the Amended and Restated Stockholders Agreement dated
as of February 29, 1996 among BCP, BOCP, BFIP, Chase Equity Associates and the
Company, and any irrevocable proxy executed by Chase Equity Associates in favor
of BCP, shall terminate and have no further force or effect.
(b) Upon the earlier of (x) 90 days after the date of the
Closing and (y) the time when each of the Blackstone Parties shall have ceased
to be an "affiliate" of the Company within the meaning of Rule 144 under the
Act:
(i) the provisions of Sections 3.7 ("Drag-Along
Rights"), 3.9 ("Tagalong Rights") and 3.10
("Voting Agreement") of each of the Management
Common Stock Subscription Agreements (For
Option Shares) among the Company, each of the
executives of the Company whose names are set
forth on Schedule A hereto and (as to Sections
3.7, 3.8, 3.9 and 3.10 of such agreements
only) BCP (collectively, the "Option Shares
Agreements") shall terminate and have no
further force or effect;
(ii) the provisions of Sections 3.7 ("Drag-Along
Rights"), 3.9 ("Tagalong Rights") and 3.10
("Voting Agreement") of each of the Management
Common Stock Subscription Agreements (For
Purchased and Matched Shares) among the
Company, each of the members of management of
the Company whose names are set forth on
Schedule B hereto and (as to Sections 3.7,
3.8, 3.9 and 3.10 of such agreements only) BCP
(collectively, the "Purchased and Matched
Shares Agreements") shall terminate and have
no further force or effect; and
(iii) any irrevocable proxy executed pursuant to
Section 3.10 of any of the Option Shares
Agreements or the Purchased and Matched Shares
Agreements by any of the executives whose
names are set forth on Schedules A or B hereto
shall terminate and have no further force or
effect.
7. Governing Law; Submission to Jurisdiction. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of
New York, without regard to principles of conflicts of laws. The parties agree
to submit to the jurisdiction of federal and state courts located in the City,
County and State of New York in any action or proceeding arising out of or
relating to this Agreement.
8. Captions; Headings. The captions and headings in this Agreement have
been inserted for convenience of reference only and shall not control or affect
the meaning or construction of any of the provisions hereof.
5
9. Notices. All notices, requests or other communications to any of the
parties hereunder shall be given in writing and shall be personally delivered or
sent by facsimile transmission:
if to any of the Blackstone Parties, to:
c/o Blackstone Management Associates II L.L.C.
345 Park Avenue
31st Floor
New York, New York 10154
Facsimile: 212-754-8704
Attention: Mr. Glenn H. Hutchins
if to the Company, to:
UCAR International Inc.
39 Old Ridgebury Road
Danbury, Connecticut 06817
Facsimile: 203-207-7785
Attention: General Counsel
if to Chase Equity Associates, to the address or facsimile
number as shown on the stock register of the Company.
10. Successors and Assigns. Each term and condition of this Agreement
shall inure to the benefit of and be binding upon the parties and their
respective successors and assigns; provided, however, that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the written consent of the other parties.
11. Entire Agreement; Third Party Beneficiaries. This Agreement
constitutes the entire agreement among the parties with respect to the subject
matter hereof. This Agreement supersedes all prior agreements and
understandings, both oral and written, among the parties with respect to the
subject matter hereof. No provision of this Agreement is intended to confer upon
any person other than the parties any rights or remedies.
12. Amendments and Waivers. Any provision of this Agreement may be
amended or waived if, but only if such amendment or waiver is set forth in a
written instrument and is signed, in the case of an amendment, by all of the
parties or, in the case of a waiver, by the party against whom the waiver is
sought to be effective.
13. Counterparts. This Agreement may be executed in counterparts, each
of which shall be an original instrument and all of which together shall
constitute the same instrument, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
6
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
BLACKSTONE CAPITAL PARTNERS II
MERCHANT BANKING FUND L.P.
By: Blackstone Management
Associates II L.L.C., General Partner
By:
---------------------------------------
Name:
Title:
BLACKSTONE OFFSHORE CAPITAL
PARTNERS II L.P.
By: Blackstone Management
Associates II L.L.C., General Partner
By:
---------------------------------------
Name:
Title:
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP II L.P.
By: Blackstone Management
Associates II L.L.C., General Partner
By:
---------------------------------------
Name:
Title:
UCAR INTERNATIONAL INC.
By:
---------------------------------------
Name:
Title:
CHASE EQUITY ASSOCIATES, L.P.
(as to Sections 6(a) and 7-13 of
this Agreement only)
By: Chase Venture Partners
By:
---------------------------------------
Name:
Title:
SCHEDULE A
TO STOCK REPURCHASE AGREEMENT
SCHEDULE B
TO STOCK REPURCHASE AGREEMENT
EXHIBIT A
April , 1997
The Bank of New York,
as Transfer Agent
101 Barclay Street, 12W
New York, New York 10286
Attn: Diana Ajjan
Re: UCAR International Inc.
Ladies and Gentlemen:
Reference is made to the offering (the "Offering") of 6,400,000 shares
(the "Offering Shares") of common stock of UCAR International Inc. (the
"Company"), par value $.01 per share (the "Common Stock"), made pursuant to the
Underwriting Agreement dated April , 1997 (the "Underwriting Agreement") among
the Company, Blackstone Capital Partners II Merchant Banking Fund L.P., ("BCP"),
Blackstone Offshore Capital Partners II L.P. ("BOCP"), Blackstone Family
Investment Partnership II L.P. ("BFIP" and, together with BCP and BOCP, the
"Selling Stockholders") and Credit Suisse First Boston Corporation ("CSFB") and
the other Underwriters named therein and the Subscription Agreement dated
April , 1997 (the "Subscription Agreement" and, together with the Underwriting
Agreement, each, an "Agreement") among the Company, the Selling Stockholders and
Credit Suisse First Boston (Europe) Limited and the other Managers named
therein. In connection with the Offering, the Selling Stockholders granted the
Underwriters and the Managers an option to purchase a maximum of 660,958
additional shares of Common Stock (the "Over-Allotment Shares") solely to cover
over-allotments of shares. Reference is also made to the repurchase by the
Company of 640,000 shares (the "Repurchase Shares") of Common Stock from the
Selling Stockholders pursuant to the Stock Repurchase Agreement dated as of
April , 1997 (the "Repurchase Agreement") among the Company, the Selling
Stockholders and Chase Equity Associates, L.P.
In connection with the sale of the Offering Shares and the repurchase
of Repurchase Shares, each Selling Stockholder has submitted to you a
certificate representing a number of shares greater than the aggregate number of
Offering Shares and Repurchase Shares to be sold by each such Selling
Stockholder (such difference, the "Excess Shares"). The number of Offering
Shares, Repurchase Shares and Excess Shares with respect to each Selling
Stockholder are set forth in the table attached as Schedule A hereto.
Of the aggregate 9,137,385 shares of Common Stock you have received
from the Selling Stockholders, you are hereby instructed with respect to such
shares as follows.
1. Offering Shares. You are hereby authorized to cause certificate(s)
evidencing 6,400,000 shares of Common Stock, representing the aggregate Offering
Shares of the Selling Stockholders, to be issued, countersigned and registered
in accordance with the
instructions of CSFB, on behalf of itself and the other Underwriters and
Managers. These certificate(s) should be issued without any restrictive legend.
2. Repurchase Shares. You are hereby authorized to register in the name
of the Company 640,000 shares of Common Stock, representing the aggregate
Repurchase Shares of the Selling Stockholders, and treat such shares as treasury
shares.
3. Over-Allotment Shares and Excess Shares. You are hereby authorized
to cause three certificates evidencing 1,542,864, 404,834 and 149,687 shares of
Common Stock, respectively, representing the aggregate Over-Allotment Shares and
Excess Shares of each of BCP, BOCP and BFIP, to be issued, countersigned and
registered in the names of BCP, BOCP and BFIP, respectively. These certificates
should be issued with the following restrictive legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN
ACCORDANCE WITH THE SECURITIES ACT (THE "ACT") OF 1933 AND MAY
BE TRANSFERRED PURSUANT THERETO WHILE SUCH REGISTRATION IS
EFFECTIVE. IF SUCH REGISTRATION IS NOT EFFECTIVE, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
TRANSFERRED UNLESS THEY ARE SUBSEQUENTLY REGISTERED PURSUANT
TO THE ACT OR AN EXEMPTION THEREFROM IS AVAILABLE.
Should any questions arise, please contact me immediately for
instructions.
Very truly yours,
Peter B. Mancino
General Counsel
2
SCHEDULE I
TO LETTER OF INSTRUCTION
UCAR SECONDARY OFFERING
================================================================================================================
Number of Retained Over-
Blackstone Certificate Shares Offering Repurchase Interest Allotment Excess
Entity Number Currently Owned Shares1 Shares Shares Shares Shares2
- ----------------------------------------------------------------------------------------------------------------
BCP TUC 109 6,721,584 4,707,926 470,793 1,056,655 486,209 1,542,864
- ----------------------------------------------------------------------------------------------------------------
BOCP TUC 110 1,763,684 1,235,318 123,532 257,257 147,577 404,834
- ----------------------------------------------------------------------------------------------------------------
BFIP TUC 111 652,117 456,756 45,675 1,416,427 47,172 149,687
- ----------------------------------------------------------------------------------------------------------------
TOTAL 9,137,385 6,400,000 6,400,000 102,515 660,958 2,097,385
- ----------------------------------------------------------------------------------------------------------------
Legend on Shares 1933 Act N/A No N/A (shares 1933 Act 1933 Act 1933 Act
legend restrictive will be legend legend (if legend
legends noncertificated option not
treasury exercised)
shares)
================================================================================================================
- --------
1 Assuming over-allotment option is not exercised concurrently with the First
Closing.
2 Consists of Retained Interest Shares and Over-Allotment Shares.
[INCLUDES GREEN SHOE IN INITIAL CLOSING]
EXHIBIT A
April , 1997
The Bank of New York,
as Transfer Agent
101 Barclay Street, 12W
New York, New York 10286
Attn: Diana Ajjan
Re: UCAR International Inc.
Ladies and Gentlemen:
Reference is made to the offering (the "Offering") of 6,400,000 shares
(the "Offering Shares") of common stock of UCAR International Inc. (the
"Company"), par value $.01 per share (the "Common Stock"), made pursuant to the
Underwriting Agreement dated April , 1997 (the "Underwriting Agreement") among
the Company, Blackstone Capital Partners II Merchant Banking Fund L.P., ("BCP"),
Blackstone Offshore Capital Partners II L.P. ("BOCP"), Blackstone Family
Investment Partnership II L.P. ("BFIP" and, together with BCP and BOCP, the
"Selling Stockholders") and Credit Suisse First Boston Corporation ("CSFB") and
the other Underwriters named therein and the Subscription Agreement dated April
, 1997 (the "Subscription Agreement" and, together with the Underwriting
Agreement, each, an "Agreement") among the Company, the Selling Stockholders and
Credit Suisse First Boston (Europe) Limited and the other Managers named
therein. In connection with the Offering, the Selling Stockholders granted the
Underwriters and the Managers an option to purchase a maximum of 660,958
additional shares of Common Stock (the "Over-Allotment Shares") solely to cover
over-allotments of shares. Reference is also made to the repurchase by the
Company of 640,000 shares (the "Repurchase Shares") of Common Stock from the
Selling Stockholders pursuant to the Stock Repurchase Agreement dated as of
April , 1997 (the "Repurchase Agreement") among the Company, the Selling
Stockholders and Chase Equity Associates, L.P.
In connection with the sale of the Offering Shares and the repurchase
of Repurchase Shares, each Selling Stockholder has submitted to you a
certificate representing a number of shares greater than the aggregate number of
Offering Shares and Repurchase Shares to be sold by each such Selling
Stockholder (such difference, the "Excess Shares"). The number of Offering
Shares, Repurchase Shares and Excess Shares with respect to each Selling
Stockholder are set forth in the table attached as Schedule A hereto.
Of the aggregate 9,137,385 shares of Common Stock you have
received from the Selling Stockholders, you are hereby instructed with respect
to such shares as follows.
1. Offering Shares and Over-Allotment Shares. You are hereby authorized
to cause certificate(s) evidencing 7,060,958 shares of Common Stock,
representing the aggregate Offering Shares and Over-Allotment Shares of the
Selling Stockholders, to be issued,
countersigned and registered in accordance with the instructions of CSFB, on
behalf of itself and the other Underwriters and Managers. These certificate(s)
should be issued without any restrictive legend.
2. Repurchase Shares. You are hereby authorized to register in the name
of the Company 640,000 shares of Common Stock, representing the aggregate
Repurchase Shares of the Selling Stockholders, and treat such shares as treasury
shares.
3. Excess Shares. You are hereby authorized to cause three certificates
evidencing 1,056,655, 257,257 and 102,515 shares of Common Stock, respectively,
representing the aggregate Excess Shares of each of BCP, BOCP and BFIP, to be
issued, countersigned and registered in the names of BCP, BOCP and BFIP,
respectively. These certificates should be issued with the following restrictive
legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN
ACCORDANCE WITH THE SECURITIES ACT (THE "ACT") OF 1933 AND MAY
BE TRANSFERRED PURSUANT THERETO WHILE SUCH REGISTRATION IS
EFFECTIVE. IF SUCH REGISTRATION IS NOT EFFECTIVE, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
TRANSFERRED UNLESS THEY ARE SUBSEQUENTLY REGISTERED PURSUANT
TO THE ACT OR AN EXEMPTION THEREFROM IS AVAILABLE.
Should any questions arise, please contact me immediately for
instructions.
Very truly yours,
Peter B. Mancino
General Counsel
2
SCHEDULE I
TO LETTER OF INSTRUCTION
UCAR SECONDARY OFFERING
=========================================================================================
Number of
Blackstone Certificate Shares Offering Repurchase Excess
Entity Number Currently Owned Shares1 Shares Shares2
- -----------------------------------------------------------------------------------------
BCP TUC 109 6,721,584 5,194,135 470,793 1,056,655
- -----------------------------------------------------------------------------------------
BOCP TUC 110 1,763,684 1,382,895 123,532 257,257
- -----------------------------------------------------------------------------------------
BFIP TUC 111 652,117 503,928 45,675 1,416,427
- -----------------------------------------------------------------------------------------
TOTAL 9,137,385 7,060,958 6,400,000 102,515
- -----------------------------------------------------------------------------------------
Legend on Shares 1933 Act N/A No N/A (shares 1933 Act
legend restrictive will be legend
legends noncertificated
treasury
shares)
=========================================================================================
- --------
1 Assuming over-allotment option is exercised concurrently with the First
Closing.
2 Constitutes Retained Interest.
EXHIBIT B
CERTIFICATE
Reference is made to the Stock Repurchase Agreement (the "Stock
Repurchase Agreement"), dated April ___ , 1997, among UCAR International Inc.
(the "Company"), the Blackstone Parties named therein and Chase Equity
Associates, L.P. Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Stock Repurchase Agreement.
The undersigned, Stephen A. Schwarzman, hereby certifies that he is a
founding member of Blackstone Management Associates II L.L.C., a Delaware
limited liability company ("BMA"), which is a general partner of each of
Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited
partnership ("BCP"), Blackstone Offshore Capital Partners II L.P., a Cayman
Islands limited partnership ("BOCP") and Blackstone Family Partnership II L.P.,
a Delaware limited partnership ("BFIP"). BCP, BOCP and BFIP are collectively
referred to herein as the "Partnerships."
(a) The undersigned is authorized to execute and deliver this
Certificate on behalf of each of the Partnerships by the terms of their
respective limited partnership agreements and the limited liability company
operating documents of BMA.
(b) As of the date hereof, the representations and warranties of
each of the Partnerships in the Stock Repurchase Agreement dated as of April
_____ , 1997 among the Partnerships, the Company and Chase Equity Associates,
L.P. (the "Stock Repurchase Agreement") that are qualified as to materiality are
true and correct, and those not so qualified are true and correct in all
material respects.
(c) The execution and delivery of the Stock Repurchase Agreement
and the performance by the Partnerships of all of their obligations thereunder
have been authorized by all necessary partnership action on the part of each of
the Partnerships and have been approved by BMA and the actions of BMA have been
authorized in accordance with the operating documents of BMA.
This Certificate may only be relied upon by the Company and counsel to
the Company.
IN WITNESS WHEREOF, the undersigned has executed this Certificate on
this day of April, 1997.
Stephen A. Schwarzman