Metallurg Holdings Inc Sample Contracts

Metallurg Holdings Inc – AMENDED AND RESTATED LOAN AGREEMENT (November 10th, 2003)

EXHIBIT 10.1 SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT This SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT dated as of October 1, 2003 (this "Amendment"), by and among (a) METALLURG, INC., a Delaware corporation having its principal place of business at 6 East 43rd Street, New York, New York 10017 ("MI"), SHIELDALLOY METALLURGICAL CORPORATION, a Delaware corporation having its principal place of business at 12 West Boulevard, Newfield, New Jersey 08344 ("SMC") and METALLURG INTERNATIONAL RESOURCES, LLC, a Delaware limited liability company having its principal place of business at 6 East 43rd Street, New York, New York 10017 ("MIR" and together with MI and SMC, the "Borrowers"), (b) METALLURG SERVICES, INC., a New York corporation having its principal place of business at 6 East 43rd Street, New York, New York 10017 ("MSI"), M

Metallurg Holdings Inc – SHARE PURCHASE AGREEMENT (January 15th, 2003)

EXHIBIT 10.3 Deed Roll No. 5510/2002 Dated 30 December 2002 NOTARIAL DEED SHARE PURCHASE AGREEMENT Before me, the undersigned notary public in Munich, Dr. Bernhard Schaub with my office at Tal 12, 80331 Munich, appeared today: 1. Mr. Dietrich Kessel, attorney at law, born 18 September 1937, with his business address in Elberfelder Strasse 4, 40213 Dusseldorf declaring that he is here not acting in his own name, but on the basis of a written power of attorney the original of which have been presented at the notarisation and a certified copy of which is attached hereto for Metallurg Holdings Corporation, a New York corporation with principal executive offices at 6 East 43rd Street, New York, NY 10017, USA, - hereinafter referred to as the "Seller"

Metallurg Holdings Inc – LOAN AGREEMENT (November 13th, 2001)

EXECUTION COPY FOURTH AMENDMENT to LOAN AGREEMENT This FOURTH AMENDMENT (this "Amendment"), dated as of 2nd of July 2001 by and among (a) GfE Gesellschaft fur Elektrometallurgie mit beschrankter Haftung, a German corporation having its principal place of business at Hofener Strasse 45, 90431 Nurnberg ("GfE Holding Company"), GfE Umwelttechnik GmbH, a German corporation having its principal place of business at Hofener Strasse 45, 90431 Nurnberg ("GfE UT"), GfE Giesserei- und Stahlwerksbedarf GmbH, a German corporation having its principal place of business at KreuzStrasse 34, 40210 Dusseldorf ("GfE G&S"), GfE Metalle und Materialien GmbH, a German corporation having its principal place of business at Hofener Strasse 45, 90431 Nurnberg ("GfE M&M"), KERAMED Medizintechnik GmbH, a German corporation having i

Metallurg Holdings Inc – TO AMENDED AND RESTATED LOAN AGREEMENT (November 13th, 2001)

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT This THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT dated as of July 2, 2001 (this "Amendment"), by and among (a) METALLURG, INC., a Delaware corporation having its principal place of business at 6 East 43rd Street, New York, New York 10017 ("MI"), SHIELDALLOY METALLURGICAL CORPORATION, a Delaware corporation having its principal place of business at 12 West Boulevard, Newfield, New Jersey 08344 ("SMC") and METALLURG INTERNATIONAL RESOURCES, LLC, a Delaware limited liability company (successor by merger to Metallurg International Resources, Inc.) having its principal place of business at 6 East 43rd Street, New York, New York 10017 ("MIR" and together with MI and SMC, the "Borrowers"), (b) METALLURG SERVICES, INC., a New York corporation having its principal place of business at 6 East 43rd Street, New York, New York 10017 ("MSI"), MIR (China), Inc., a Del

Metallurg Holdings Inc – TO AMENDED AND RESTATED LOAN AGREEMENT (November 13th, 2001)

[EXECUTION COPY] SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT dated as of November 3, 2000 (this "Amendment"), by and among (a) METALLURG, INC., a Delaware corporation having its principal place of business at 6 East 43rd Street, New York, New York 10017 ("MI"), SHIELDALLOY METALLURGICAL CORPORATION, a Delaware corporation having its principal place of business at 12 West Boulevard, Newfield, New Jersey 08344 ("SMC") and METALLURG INTERNATIONAL RESOURCES, LLC, a Delaware limited liability company (successor by merger to Metallurg International Resources, Inc.) having its principal place of business at 6 East 43rd Street, New York, New York 10017 ("MIR" and together with MI and SMC, the "Borrowers"), (b) METALLURG SERVICES, INC., a New York corporation having its principal place of busi

Metallurg Holdings Inc – STOCKHOLDERS' AGREEMENT (May 3rd, 1999)

1 ================================================================================ Exhibit 4.1 METALLURG HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT INITIALLY DATED JULY 13, 1998, AMENDED AND RESTATED ON OCTOBER 13, 1998. ================================================================================ 2 AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT initially dated July 13, 1998, amended and restated on October 13, 1998, among (i) METALLURG HOLDINGS, INC., a Delaware corporatio

Metallurg Holdings Inc – EQUITY COMPENSATION PLAN (May 3rd, 1999)

1 Exhibit 10.11 METALLURG [LOGO] 1998 EQUITY COMPENSATION PLAN 2 METALLURG, INC. EQUITY COMPENSATION PLAN The purpose of the Metallurg, Inc. 1998 Equity Compensation Plan (the "Plan") is to provide (i) designated employees of Metallurg, Inc. (the "Company") and its subsidiaries, (ii) certain Key Advisors and advisors who perform services for the Company or its subsidiaries and (iii) non-employee members of the Board of Directors of the Company (the "Board") with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock and performance units. The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby

Metallurg Holdings Inc – FIRST AMENDMENT (May 3rd, 1999)

1 Exhibit 10.5 FIRST AMENDMENT to LOAN AGREEMENT This FIRST AMENDMENT (this "Amendment"), dated as of 15 August 1998 by and among (a) GfE Gesellschaft fur Elektrometallurgie mit beschrankter Haftung, a German corporation having its principal place of business at Hofener Stra(beta)e 45, 90431 Nurnberg ("GfE Holding Company"), GfE Umwelttechnik GmbH, a German corporation having its principal place of business at Hofener Stra(beta)e 45, 90431 Nurnberg ("GfE UT") GfE Gie(beta)erei- und Stahlwerksbedarf GmbH, a German corporation having its principal place of business at KreuzStra(beta)e 34, 40210 Dusseldorf ("GfE G&S"), GfE Metalle und Materialien GmbH, a German corporation having its principal place of business at Hofener Stra(beta)e 45, 90431 Nurnberg ("GfE M&M"), KERAMED Medizintechnik GmbH, a German cor

Metallurg Holdings Inc – EMPLOYMENT AGREEMENT (May 3rd, 1999)

1 Exhibit 10.14 EMPLOYMENT AGREEMENT AGREEMENT, made and entered into as of the 30th day of October, 1998, by and between Metallurg, Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the "Company"), and Alan D. Ewart (the "Executive"). W I T N E S S E T H : WHEREAS, the Executive is a Joint Managing Director of London & Scandinavian Metallurgical Co. Limited ("LSM"), a wholly owned subsidiary of the Company incorporated under the laws of England; and WHEREAS, the Company and the Executive entered into an employment agreement, dated December 21, 1983 which is currently in effect (the "Existing Employment Agreement"); and WHEREAS, as of the Effective Date (as defined below), the Executive was appointed a Chief Executive Officer of the Company; and WHEREAS, the Company des

Metallurg Holdings Inc – FIFTH AMENDMENT (May 3rd, 1999)

1 Exhibit 10.3 FIFTH AMENDMENT FIFTH AMENDMENT dated as of November 16, 1998 (this "Amendment"), by and among (a) METALLURG, INC., a Delaware corporation ("MI"), having its principal place of business at 6 East 43rd Street, New York, New York 10017, and SHIELDALLOY METALLURGICAL CORPORATION, a Delaware corporation ("SMC"), having its principal place of business at 12 West Boulevard, Newfield, New Jersey 08344 (MI and SMC are collectively referred to herein as the "Borrowers"); (b) METALLURG SERVICES, INC., a New York corporation ("MSI"), having its principal place of business at 6 East 43rd Street, New York, New York 10017, MIR (CHINA), INC., a Delaware corporation ("MIR China"), having its principal place of business at 6 East 43rd Street, New York, New York 10017, and METALLURG HOLDINGS CORPORATION, a New Jersey corporation ("MHC"), having its principal place of business at

Metallurg Holdings Inc – REGISTRATION RIGHTS AGREEMENT (May 3rd, 1999)

1 ================================================================================ Exhibit 4.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT INITIALLY DATED JULY 13, 1998, AMENDED AND RESTATED ON OCTOBER 13, 1998 AMONG METALLURG HOLDINGS, INC. AND ITS STOCKHOLDERS LISTED HEREIN ================================================================================ 2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT initially dated July 13, 1998, amended and restated on October 13,

Metallurg Holdings Inc – NOTE (May 3rd, 1999)

1 Exhibit 10.16 NOTE US $16,012.50 April 15, 1997 Subject to the terms and conditions of this Note (this "Note"), Robin A. Brumwell ("Borrower"), for value received, the receipt and sufficiency of which is hereby acknowledged, hereby promises to pay to the order of Metallurg, Inc., a Delaware corporation, or its successors or assigns ("MI"), in lawful money of the United States of America in immediately available funds, the principal sum of Sixteen Thousand Twelve Dollars and Fifty Cents ($16,012.50) payable together with accrued interest thereon on the business day prior to the third anniversary of the date hereof (the "Maturity Date"). 1. Interest. From the date hereof through the Maturity Date and until the Note is paid in full, this Note shall accrue interest on the unpaid principal amount of this Note at a r

Metallurg Holdings Inc – INDENTURE (July 29th, 1998)

Exhibit 4.1 ================================================================================ METALLURG HOLDINGS, INC. 12.75% Senior Discount Notes due 2008 ------------------------- INDENTURE Dated as of July 13, 1998 ------------------------- UNITED STATES TRUST COMPANY OF NEW YORK Trustee ================================================================================ TABLE OF CONTENTS Page ---- ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

Metallurg Holdings Inc – FOURTH AMENDMENT (July 29th, 1998)

FOURTH AMENDMENT FOURTH AMENDMENT dated as of June 19, 1998 (this "Amendment"), by and among (a) METALLURG, INC., a Delaware corporation ("MI"), having its principal place of business at 6 East 43rd Street, New York, New York 10017, and SHIELDALLOY METALLURGICAL CORPORATION, a Delaware corporation ("SMC"), having its principal place of business at 12 West Boulevard, Newfield, New Jersey 08344 (MI and SMC are collectively referred to herein as the "Borrowers"); (b) METALLURG SERVICES, INC., a New York corporation ("MSI"), having its principal place of business at 6 East 43rd Street, New York, New York 10017, MIR (CHINA), INC., a Delaware corporation ("MIR China"), having its principal place of business at 6 East 43rd Street, New York, New York 10017, and METALLURG HOLDINGS CORPORATION, a New Jersey corporation ("MHC"), having its principal place of business at 12 West Boulevard, Newfield, New Jersey 08344 (MSI, MIR China and MHC

Metallurg Holdings Inc – REGISTRATION AGREEMENT (July 29th, 1998)

Exhibit 4.4 METALLURG HOLDINGS, INC. $121,000,000 12.75% Senior Discount Notes due 2008 REGISTRATION AGREEMENT New York, New York July 13, 1998 To: BANCBOSTON SECURITIES INC. 100 Federal Street, M/S 01-12-07 Boston, Massachusetts 02110 Ladies and Gentlemen: Metallurg Holdings, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to BancBoston Securities Inc. (the "Purchaser"), upon the terms set forth in a purchase agreement dated July 6, 1998 (the "Purchase Agreement"), $121,000,000 aggregate principal amount at maturity of its 12.75% Senior Notes due 2008 (the "Securities") (the "Initial Placement"). As an ind

Metallurg Holdings Inc – PLEDGE AGREEMENT (July 29th, 1998)

Exhibit 10.1 PLEDGE AGREEMENT from METALLURG HOLDINGS, INC., as Pledgor to UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee PLEDGE AGREEMENT PLEDGE AGREEMENT, together with any amendments, replacements and supplements hereafter entered into (the "Pledge Agreement"), dated July 13, 1998, between Metallurg Holdings, Inc. (together with its successors and assigns, the "Pledgor") and United States Trust Company of New York, as trustee (the "Trustee") under the indenture (as the same may be amended from time to time in accord