ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERSVoting Agreement • February 16th, 1999 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • Delaware
To: Inco Limited Inco Europe Limited 145 King Street West 5th Floor Suite 1500 Windsor House Toronto, Ontario M5H 4B7 50 Victoria Street Canada London 5W1H 0XB England Inco United States, Inc. Park 80 West-Plaza Two Inco S.A. Saddle Brook, NJ 07663 38...Stock Purchase Agreement • November 12th, 1998 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
RecitalsCredit Agreement • March 30th, 2000 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of October 28, 1998 (this "Agreement") between Inco Limited, a corporation continued under the laws of Canada (the "Investor"), and Special Metals Corporation, a Delaware corporation...Registration Rights Agreement • November 12th, 1998 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
Exhibit B STOCKHOLDERS' AGREEMENT ----------------------- AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT, dated as of February 25, 1997, among Special Metals Corporation, a Delaware corporation (the "Corporation"), Societe Industrielle de Materiaux...Stockholders' Agreement • February 13th, 1998 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • Delaware
FIRST AMENDMENT to CREDIT AGREEMENTCredit Agreement • May 9th, 1997 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
EXHIBIT 4.1 CREDIT AGREEMENT dated as of October 18, 1996Credit Agreement • December 20th, 1996 • Special Metals Corp • New York
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 1997 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
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...Stockholders Agreement • May 14th, 1998 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
LEASE BetweenLease • December 20th, 1996 • Special Metals Corp
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 10th, 1998 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
1,600,000 Shares 6.625% Series A Senior Convertible Preferred Stock (Liquidation Amount $50.00 per Share) AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • November 12th, 1998 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
December 30, 1994 Mr. J. D. Page Vice President, Operations Special Metals Corporation 4317 Middle Settlement Road New Hartford, New York 13413-9576 Re: Severance Agreement Dear Mr. Page: Special Metals Corporation (hereinafter referred to as the...Severance Agreement • February 3rd, 1997 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2000 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
S&S DRAFT 1/31/97 ______________ Shares SPECIAL METALS CORPORATION Common Stock (par value $.01 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 1997 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
June 1, 2001Employment Agreement • August 13th, 2001 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
December 30, 1994 Mr. Robert F. Dropkin Vice President, Secretary and Chief Legal Counsel Special Metals Corporation 4317 Middle Settlement Road New Hartford, New York 13413-9576 Re: Amended and Restated Employment Agreement Dear Mr. Dropkin:...Employment Agreement • February 3rd, 1997 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
Exhibit 10.2 REIMBURSEMENT AGREEMENT THIS AGREEMENT is made as of the 12th day of July, 2001 by and between SPECIAL METALS CORPORATION, a Delaware corporation, having its principal office in New Hartford, New York, United States of America...Reimbursement Agreement • August 13th, 2001 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
AMENDED AND RESTATED LEASELease Agreement • December 20th, 1996 • Special Metals Corp • Kentucky
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of October 28, 1998 (this "Agreement") between TIMET Finance Management Company, a Delaware corporation (the "Investor"), and Special Metals Corporation, a Delaware corporation (the...Registration Rights Agreement • November 12th, 1998 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
December 30, 1994 Dr. Donald R. Muzyka 590 Galen Hall Road Reinholds, Pennsylvania 17569 Re: Amended and Restated Employment Agreement Dear Dr. Muzyka: Reference is made to the employment agreement, dated December 6, 1989, as amended by letter...Employment Agreement • February 3rd, 1997 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
Exhibit 10.3 CONSIGNMENT AGREEMENT THIS AGREEMENT, made this 1st day of January, 2001, ("Effective Date") by and between ERAMET MARIETTA INC., a Delaware corporation ("Consignor") and SPECIAL METALS CORP. with principal places of business located at...Consignment Agreement • August 13th, 2001 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • Pennsylvania
January 4, 1988 Dr. Gernant E. Maurer Vice President, Quality Assurance & Technology Special Metals Corporation Middle Settlement Road New Hartford, NY 13413 Re: EMPLOYMENT AGREEMENT Dear Dr. Maurer: Special Metals Corporation (hereinafter referred to...Employment Agreement • February 3rd, 1997 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills
RECITALSPostpetition Credit Agreement • January 16th, 2003 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
EXHIBIT AStockholders' Agreement • February 16th, 1999 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
SPECIAL METALS CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT (the "Agreement"), is made effective as of the 16th day April, 1999, (hereinafter called the "Date of Grant"), between Special Metals Corporation, a Delaware corporation...Nonqualified Stock Option Agreement • March 30th, 2000 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • Delaware
RECITALSLease Extension and Modification Agreement • August 13th, 1997 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills
SECOND AMENDMENT to CREDIT AGREEMENTCredit Agreement • November 7th, 1997 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
RECITALSPayment in Lieu of Tax Agreement • August 13th, 1998 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
375,000,000 SENIOR SECURED CREDIT AGREEMENTSenior Secured Credit Agreement • November 12th, 1998 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
June 18, 2001Employment Agreement • August 13th, 2001 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
SPECIAL METALS CORPORATION 340,000 Shares 6.625% Series A Senior Convertible Preferred Stock (Liquidation Amount $50.00 per Share) INVESTMENT AGREEMENTInvestment Agreement • November 12th, 1998 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
SPECIAL METALS CORPORATION 2,500,000 Shares 6.625% Series A Senior Convertible Preferred Stock (Liquidation Amount $50.00 per Share) INVESTMENT AGREEMENTInvestment Agreement • July 10th, 1998 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
WITNESSETHTechnical Exchange Agreement • August 14th, 2000 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills
July 12, 2001 Monsieur Philippe Choppin de Janvry Tour Maine-Montparnasse 33 Avenue Du Maine F-75755 Paris Cedex 15, France Dear Monsieur Choppin de Janvry: AGREEMENT FOR EXECUTIVE SERVICES You are aware that Special Metals Corporation and its direct...Agreement for Executive Services • August 13th, 2001 • Special Metals Corp • Steel works, blast furnaces & rolling & finishing mills • New York
