EXHIBIT 10.1
Amendment No. 1 to Stockholders Agreement
Amendment No. 1, dated as of March 1, 1998 (this "Amendment") to the
Amended and Restated Stockholders' Agreement, dated as of February 25, 1997 (the
"Stockholders Agreement"), among Special Metals Corporation, a Delaware
corporation (the "Corporation"), Societe Industrielle de Materiaux Avances, a
societe anonyme organized under the laws of the Republic of France ("SIMA"),
Advanced Materials Investments Holding S.A., a Luxembourg corporation ("AMI"),
and LWH Holding S.A., a Luxembourg corporation ("LWH" and together SIMA and AMI,
the "Stockholders"). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings ascribed thereto in the Stockholders
Agreement.
WHEREAS the Corporation and the Stockholders desire to amend the
Stockholders Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Section 5 of the Stockholders Agreement is hereby amended and
restated to read in its entirety as follows:
(a) Section 5. Voting. The Stockholders agree that all Shares of stock
beneficially owned at such time by the Stockholders ("Relevant Shares") shall be
voted as follows:
(i) if such vote relates to any matter submitted to a vote of the
stockholders of the Corporation other than the election of directors,
all Relevant Shares shall be voted in accordance with the instructions
of the Majority Stockholders;
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(ii) if such vote relates to the election of directors:
(A) as to that number of directors that equal the maximum
number of directors that is less than the 50% of directors then in
office (including directors that will be in office following such
election), all Relevant Shares shall be voted in accordance with the
instructions of the Majority Stockholders; and
(B) as to all other directors, all Relevant Shares shall be
voted in accordance of the instructions of the SuperMajority
Stockholders (as defined below). If the SuperMajority Stockholders
are unable to agree as to any such vote, each Stockholder shall be
entitled to vote its shares with respect to such vote in its
discretion.
(b) In furtherance of the foregoing, so long as the total number of
directors and the number of directors in each of Class I, II and III
remain unchanged, the Majority Stockholders shall, pursuant to clause
(a)(ii)(A) of this Section 5 have the right to determine the vote of all
Shares with respect to one director in each of the three Classes and the
SuperMajority Stockholders shall, pursuant to clause (a)(ii)(B) of this
Section 5 have the right to determine the vote of all Shares with
respect to the other directors. If the total number of directors or the
number of directors in any Class is changed, the parties shall negotiate
appropriate changes to this clause (b) to effectuate the provisions of
clause (a)(ii) of Section 5.
(c) The Majority Stockholder or the SuperMajority Stockholders as
applicable, shall deliver a written notice to all Stockholders at least
five days prior to any election setting forth the Majority Stockholder's
or SuperMajority Stockholders' voting instructions.
(d) For purposes of this Section 5, SuperMajority Stockholders shall
mean the Stockholders who hold at least a number of shares of common
stock equal to one plus the number of shares of common stock
beneficially owned by SIMA; provided that if such Shares do not equal
50% of the voting shares of the Corporation's capital stock entitled to
vote for directors ("Voting Shares"), SuperMajority Stockholders shall
mean Majority Stockholders.
(e) At such time as the Stockholders no longer hold 50% of the
outstanding Voting Shares, all Shares shall be voted as a unit,
including with respect to the election of directors, in accordance with
Section 5.1(a)(i) above.
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2. The parties hereby ratify and confirm that they continue to be bound
by the terms and provisions of the Stockholders Agreement. Except as expressly
modified hereby, all other terms and provisions of the Stockholders Agreement
shall continue in full force and effect, and the parties shall be entitled to
all of the applicable benefits thereof.
3. This Amendment shall be governed, by and construed in accordance
with, the laws of the State of New York regardless of the laws that might
otherwise govern under applicable principles of conflict laws thereof.
4. This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which taken together shall constitute one and
the same instrument. This Amendment shall become effective and binding upon each
party hereto upon execution and delivery of the counterpart hereof by such
party.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
SPECIAL METALS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
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SOCIETE INDUSTRIELLE DE
MATERIAUX AVANCES
By: /s/ Xxxxxxx Xxxxx
---------------------
Name: Xxxxxxx Xxxxx
Title: Directeur General
ADVANCED MATERIALS
INVESTMENTS HOLDING S.A.
By: /s/ Xxxxxx Xxxxxx
---------------------
Name: Xxxxxx Xxxxxx
Title: Director
By: /s/ Xxxx Xxxxxx
-------------------
Name: Xxxx Xxxxxx
Title: Director
By: /s/ Xxx Xxxxxx
------------------
Name: Xxx Xxxxxx
Title: Director
LWH HOLDING S.A.
By: /s/ Xxxxx-Xxxxxxx Xxxxxx
----------------------------
Name: Xxxxx-Xxxxxxx Xxxxxx
Title: Director
