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Exhibit 4
[WASSERSTEIN PERELLA & CO., INC. LETTERHEAD]
September 12, 1997
TRW Inc.
1900 Richmond Way
Cleveland, OH 44124
Dear Gentlemen:
Wasserstein Perella & Co., Inc. ("WP&Co.") is acting on behalf of BDM
International, Inc. (the "Company") to explore the possible sale of the Company
(the "Transaction"). In that connection, you have requested certain information
concerning the Company from officers, directors, employees and/or agents of the
Company, including WP&Co. All such information (whether written or oral)
furnished to you and your Representatives (as defined below), by the Company,
its officers, directors, employees or agents, on or following the date hereof,
which is marked as "confidential" or, if furnished orally, is contemporaneously
identified in writing as being confidential, together with analyses,
compilations, forecasts, studies or other documents or records prepared by you
or your Representatives which contain, are based on or otherwise reflect or are
generated in whole or in part from such information, including that stored on
any computer, word processor or other similar device, are collectively referred
to herein as the "Evaluation Material."
You hereby agree as follows:
(1) You shall use the Evaluation Material solely for the purpose of
evaluating the Transaction and you shall keep the Evaluation Material
confidential, except that you may disclose the Evaluation Material or
portions thereof to those of your directors, officers, employees,
affiliates, representatives (including, without limitation, financial
advisors, attorneys and accountants) and your potential sources of
financing (if any) for the Transaction (collectively, the
"Representatives") (a) who need to know such information for the
purpose of evaluating the Transaction, (b) who are informed by you of
the confidential nature of the Evaluation Material and (c) who agree
to be bound by the terms of this agreement as if they were parties
hereto. You shall be responsible for any breach of this agreement by
your Representatives. In the event that you or any of your
Representatives are requested or required (by deposition,
interrogatory,
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request for documents, subpoena, civil investigative demand or similar
process) to disclose any of the Evaluation Material, you shall provide
the Company with prompt prior written notice of such requirement, you
shall furnish only that portion of the Evaluation Material which you
are advised by written opinion of counsel is legally required, and you
shall exercise your best efforts to obtain reliable assurance that
confidential treatment will be accorded such Evaluation Material.
(2) If you determine not to proceed with the Transaction, you will
promptly inform WP&Co. of that decision and, in that case or at any
time upon the request of the Company or WP&Co., you and your
representatives shall promptly either (i) destroy all copies of the
written Evaluation Material in your or their possession or under your
or their custody or control (including that stored in any computer,
word processor or similar device) and confirm such destruction to the
Company in writing or (ii) return to WP&Co. all copies of the
Evaluation Material furnished to you by or on behalf of the Company in
your possession or in the possession of your Representatives. Any oral
Evaluation Material will continue to be held subject to the terms of
this agreement. If requested, you shall provide a certification by an
appropriate officer that all such Evaluation Material has been
returned or destroyed.
(3) The term "Evaluation Material" does not include any information which
(i) is generally available to and known by the public (other than as a
result of a disclosure by you or by any of the Representatives); (ii)
was available to you on a non-confidential basis from a source (other
than the Company or its representatives) that is not and was not
prohibited from disclosing such information to you by a contractual,
legal or fiduciary obligation; or was known to you prior to your
receipt thereof.
(4) The parties hereto both agree that, without the prior written consent
of the other party, neither party nor their representatives shall
disclose to any person (unless required by law) (a) that any
investigations, discussions or negotiations are taking place
concerning the Transaction or any other possible Transaction involving
the Company and you, (b) that you have requested or received any
Evaluation Material or (c) any of the terms, conditions or other facts
with respect to the Transaction involving you or such investigations,
discussions or negotiations, including the status thereof. The term
"person" as used in this agreement shall be broadly interpreted to
include the media and any corporation, partnership, group, individual
or entity.
(5) You agree that (i) all communication regarding the Transaction, (ii)
requests for additional information, facility tours or management
meetings, and (iii) discussions or questions regarding procedures with
respect to the Transaction, will be first submitted or directed to
WP&Co.
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and not to the Company. Accordingly, you agree that until the
consummation of the Transaction by you or a third party, you will not,
directly or indirectly, contact or communicate with any officer,
director, employee or agent of the Company without the express prior
consent of the Company or WP&Co. Both parties agree that, for a period
of one year from the date of this agreement, neither party will,
directly or indirectly, solicit for employment or hire any employee of
either party with whom the parties have had contact or who became
known to the parties in connection with the parties' consideration of
the Transaction. For purposes of this paragraph, the term "solicit"
shall not include general solicitations of employment by means of
newspaper, periodical or trade publication used in the ordinary course
of business. You acknowledge and agree that (a) WP&Co. and the Company
are free to conduct the process leading up to a possible Transaction
as WP&Co. and the Company, in their sole discretion, may determine
(including, without limitation, by negotiating with any prospective
buyer and entering into a preliminary or definitive agreement without
prior notice to you or any other person), (b) WP&Co. and the Company
reserve the right, in their sole discretion, to change the procedures
relating to your consideration of the Transaction at any time without
prior notice to you or any other person, to reject any and all
proposals made by you or any of your Representatives with regard to
the Transaction, and to terminate discussions and negotiations with
you at any time and for any reason, and (c) unless and until a written
definitive agreement concerning the Transaction has been executed,
neither WP&Co. nor the Company, nor their respective officers,
directors, employees, affiliates, stockholders, agents or controlling
persons will have any legal obligation to you of any kind whatsoever
with respect to the Transaction, whether by virtue of this agreement,
any other written or oral expression with respect to the Transaction
or otherwise. For purposes hereof, the term "definitive agreement"
does not include an executed letter or intent or any other preliminary
written agreement.
(6) You agree that, for a period of two years from the date of this
agreement, unless such shall have been specifically invited in writing
by the Company, neither you nor any of your affiliates (as such term
is defined under the Securities Exchange Act of 1934, as amended (the
"1934 Act")) or Representatives will in any manner, directly or
indirectly, (a) effect or seek, offer or propose (whether publicly or
otherwise) to effect, or cause or participate in or in any way assist
any other person to effect or seek, offer or propose (whether publicly
or otherwise) to effect or participate in, (i) any acquisition of any
securities (or of beneficial ownership thereof) in excess of 5% of the
Company, or assets of the Company or any of its subsidiaries; (ii) any
tender or exchange offer, merger or other business combination
involving the Company or any of its subsidiaries; (iii) any
recapitalization, restructuring, liquidation,
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dissolution or other extraordinary Transaction with respect to the
Company or any of its subsidiaries; or (iv) any solicitation of
proxies or consents to vote any voting securities of the Company; (b)
form, join or in any way participate in a "group" (as defined under
the 1934 Act); (c) take any action which might force the Company to
make a public announcement regarding any of the types of matters set
forth in (a) above; or (d) enter into any discussions or arrangements
with any third party with respect to any of the foregoing. This
paragraph shall not apply to TRW Investment Management Co., it's
advisors, or TRW's employee benefit plans.
(7) You acknowledge that you and your Representatives may receive material
non-public information in connection with your evaluation of the
Transaction and you are aware (and you will so advise your
Representatives) that the United States securities laws impose
restrictions on trading in securities when in possession of such
information.
(8) You understand and acknowledge that none of the Company, WP&Co. or any
of their respective officers, directors, employees, affiliates,
stockholders, agents or controlling persons is making any
representation or warranty, express or implied, as to the accuracy or
completeness of the Evaluation Material, and each of the Company,
WP&Co. and such other persons expressly disclaims any and all
liability to you or any other person that may be based upon or relate
to (a) the use of the Evaluation Material by you or any of the
Representatives or (b) any errors therein or omissions therefrom. You
further agree that you are not entitled to rely on the accuracy and
completeness of the Evaluation Material and that you will be entitled
to rely solely on those particular representations and warranties, if
any, that are made to a purchaser in a definitive agreement relating
to the Transaction when, as, and if it is executed, and subject to
such limitations and restrictions as may be specified in such
definitive agreement.
(9) Both parties acknowledge that remedies at law may be inadequate to
protect either party against any actual or threatened breach of this
agreement. Without prejudice to any other rights and remedies
otherwise available to either party, both parties agree that the other
party is entitled to equitable relief in the event of any such breach.
(10) You agree that no failure to delay by the Company in exercising any
right, power or privilege hereunder will operate as a waiver thereof,
nor will any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege hereunder.
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(11) This agreement is for the benefit of the parties and their respective
successors and assigns. The rights of the Company under this agreement
may be assigned in whole or in part to any purchaser of the Company
which purchaser shall be entitled to enforce this agreement to the
same extent and in the same manner as the Company is entitled to
enforce this agreement.
(12) This agreement and all controversies arising from or relating to
performance under this agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving
effect to its conflicts of laws principles.
(13) This agreement contains the entire agreement between you and the
Company concerning the subject matter hereof, and no modification of
this agreement or wavier of the terms and conditions hereof will be
binding unless approved in writing by the Company and you.
(14) The obligations of the parties will continue in effect from the date
of this agreement through September 12, 1999.
Please confirm your agreement to the foregoing by signing both copies of
this agreement and returning one to WP&Co., Attn: Paul J. S. Haigney.
Very truly yours,
WASSERSTEIN PERELLA & CO., INC.
As Financial Advisor to, and as
Representative of
BDM International, Inc.
By: /s/ Paul J. S. Haigney
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Paul J. S. Haigney
Managing Director
CONFIRMED AND AGREED AS
OF THE DATE WRITTEN ABOVE:
TRW Inc.
By: /s/ Donald G. Kovar
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Name: Donald G. Kovar
Title: Vice President