EXHIBIT 10.6
FIFTH AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT dated as of
December 20, 2002 (this "Amendment"), by and among (a) METALLURG, INC., a
Delaware corporation having its principal place of business at 0 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("MI"), SHIELDALLOY METALLURGICAL CORPORATION,
a Delaware corporation having its principal place of business at 00 Xxxx
Xxxxxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 ("SMC") and METALLURG INTERNATIONAL
RESOURCES, LLC, a Delaware limited liability company having its principal place
of business at 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("MIR" and together
with MI and SMC, the "Borrowers"), (b) METALLURG SERVICES, INC., a New York
corporation having its principal place of business at 0 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("MSI"), MIR (China), Inc., a Delaware corporation having
its principal place of business at 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("MIR China"), and METALLURG HOLDINGS CORPORATION, a New York corporation having
its principal place of business at 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("MHC" and collectively with MSI and MIR China, the "Guarantors"), (c) FLEET
NATIONAL BANK (formerly known as BankBoston, N.A.), a national banking
association, as agent (in such capacity the "Agent") for itself and the other
financial institutions from time to time parties to the Loan Agreement referred
to below (collectively, the "Banks"); and (d) the BANKS, amends certain
provisions of the Amended and Restated Loan Agreement dated as of October 29,
1999, by and among the Borrowers, the Guarantors, the Agent and the Banks (as
amended by that certain First Amendment thereto, dated as of October 11, 2000,
that certain Second Amendment thereto, dated as of November 3, 2000, that
certain Third Amendment thereto, dated as of July 2, 2001, and that certain
Fourth Amendment thereto, dated as of December 13, 2001, the "Loan Agreement").
WHEREAS, the Borrowers and the Guarantors have requested that the Agent
and the Banks (x) consent to the direct or indirect sale by MHC of (i) GfE
Giesserei- und Stahlwerksbedarf, GmbH, Metallurg International Resources, GmbH,
Ferrolegeringar Aktiengesellschaft and Aktienbolaget Ferrolegeringar
(collectively, the "Trading Companies"), (ii) GfE-Gesellschaft fur
Elektrometallurgie MBH ("GfE"), and (iii) certain Parent Notes; and (y) amend
certain terms of the Loan Agreement in connection therewith; and
WHEREAS, the Agent and the Banks are willing to so consent and amend the
terms of the Loan Agreement in such respects as hereinafter more fully set
forth, upon the terms and subject to the conditions contained herein;
NOW, THEREFORE, in consideration of the mutual agreements contained in the
Loan Agreement, herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
'SS'1. Defined Terms. Capitalized terms used herein without definition
that are defined in the Loan Agreement shall have the same meanings herein as
in the Loan Agreement.
'SS'2. Amendment to Loan Agreement. Subject to the terms and conditions
set forth herein and the effectiveness of this Amendment, the Loan Agreement is
hereby amended as follows:
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'SS'2.1 Amendments to 'SS'1 of the Loan Agreement.
(a) Section 1.1 of the Loan Agreement is hereby amended by deleting
the following defined terms in their entirety:
Bank Mendes
Bank Mendes Accounts
German Subsidiaries
(b) Section 1.1 of the Loan Agreement is hereby further amended by
deleting clause (a)(iii) of the definition of Borrowing Base in its entirety and
substituting the following new clause (a)(iii):
"(iii) 55% of the net book value (valued on an average cost basis at
the lower of cost or market (except as provided below in this
definition) by the Borrowers in a manner consistent with their past
practices) of Eligible Inventory at such time,"
(c) Section 1.1 of the Loan Agreement is hereby further amended by
deleting clause (c) of the definition of Borrowing Base in its entirety and
substituting the following new clause (c):
"(c) 55% of the maximum aggregate amount that the beneficiaries may
draw under outstanding documentary Letters of Credit issued in
connection with the purchase of inventory by the Borrowers solely to
the extent that such inventory being purchased, immediately upon any
drawing of any such documentary Letter of Credit, would constitute
Eligible Inventory, minus"
(d) Section 1.1 of the Loan Agreement is hereby further amended by
deleting clause (a) of the definition of Canadian Borrowing Base in its entirety
and substituting the following new clause (a):
"(a) $3,500,000 and"
(e) Section 1.1 of the Loan Agreement is hereby further amended by
adding the following new definition in alphabetical order:
German Carried Interest: All right, title and interest of MHC under
that certain contract, to be entered into by and between MHC and
GfE, which contract shall: (i) provide for, inter alia, under
certain conditions, the payment to MHC of three percent (3%) of the
proceeds of any sale of GfE Medizintechnik GmbH, (ii) be in form and
substance satisfactory to the Agent, (iii) be collaterally assigned
to the Agent as Collateral pursuant to the Security Agreement; a
certified copy of which shall be delivered to the Agent promptly
upon execution thereof.
'SS'2.2 Amendments to 'SS'9 of the Loan Agreement.
(a) Section 9.1 of the Loan Agreement is hereby amended by deleting
'SS'9.1(a)(v) thereof in its entirety and substituting the following new
'SS'9.1(a)(v):
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"(v) (i) within fifteen (15) days following the end of each
calendar month (or at such other interval as the Agent may from time
to time specify), a Borrowing Base Report updating all components of
the Borrowing Base (other than SMC's inventory, with respect to
which the month-end information for the calendar month next previous
to the month most recently ended shall be used, but which
information shall be updated within twenty (20) days following the
end of each calendar month to reflect SMC's inventory as of the end
of such calendar month most recently ended prior thereto) and the
Canadian Borrowing Base and recalculating the Borrowing Base and the
Canadian Borrowing Base on the basis thereof, together with a
statement of the Canadian Intercompany Outstandings and a
comprehensive receivables aging for the Borrowers and MCL and
inventory designations of the Borrowers and MCL as of the end of
such month as the Agent or any Bank may have reasonably requested,
and together with such other supporting schedules and documentation
as set forth on Exhibit A hereto or as the Agent or any Bank may
have reasonably requested, and (ii) no later than Wednesday of the
following week, a weekly Borrowing Base Report for the calendar week
then ended, which updates the Eligible Accounts and Eligible
Canadian Accounts components of the Borrowing Base and recalculates
the Borrowing Base on the basis thereof, and which includes a report
of the daily Liquidity Levels for the prior week;"
(b) Section 9.2 of the Loan Agreement is hereby amended by deleting
'SS'9.2(b)(xi) thereof in its entirety and substituting the following new
'SS'9.2(b)(xi): "(xi) [intentionally deleted],"
(c) Section 9.2 of the Loan Agreement is hereby further amended by
deleting 'SS'9.2(c)(x) thereof in its entirety and substituting the following
new 'SS'9.2(c)(x): "(x) [intentionally deleted],"
(d) Section 9.2 of the Loan Agreement is hereby further amended by
deleting 'SS''SS'9.2(d)(vi)(B) and (C) thereof in their entirety and
substituting the following new 'SS''SS'9.2(d)(vi)(B) and (C):
"(B) $4,000,000 in the aggregate in the case of investments in
Brazilian Subsidiaries and Metallurg Mexico S.A. de C.V., considered
collectively;
(C) (1) $7,000,000 in the aggregate directly in GfE, in the
form of a loan from MI; provided that (w) such loan shall be
evidenced by a loan agreement between GfE and MI, (x) MI shall not
consent to any change in control of GfE without the prior written
consent of the Agent, (y) such loan agreement shall be assigned to
the Agent to be held as Collateral pursuant to the Security
Agreement, pursuant to an assignment duly executed by MI, and (z)
such loan agreement and assignment shall be in form and substance
satisfactory to the Agent, and (2) investments resulting from the
German Carried Interest;"
(e) Section 9.2 of the Loan Agreement is hereby further amended by
deleting 'SS''SS'9.2(d)(xii) thereof in its entirety and substituting the
following new 'SS'9.2(d)(xii): "(xii) [intentionally deleted],"
(f) Section 9.2 of the Loan Agreement is hereby further amended by
deleting 'SS'9.2(d)(xvii) thereof in its entirety and substituting the following
new 'SS'9.2(d)(xvii):
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", and (xvii) so long as no Default or Event of Default shall have
occurred and be continuing, and none would result therefrom,
investments in an amount not to exceed (A) $20,000,000 in the
aggregate, which consist of outstanding Parent Notes purchased by MI
on or before March 30, 2001, and (B) $2,005,000 in the aggregate,
which consist of outstanding Parent Notes purchased by MHC (to be
held by MI) from Sudamin Recycling GmbH & Co. KG on or before
December 31, 2002 (the payment for which shall be in kind, in the
form of ownership interests in one or more of the following:
Metallurg International Resources, GmbH; Ferrolegeringar
Aktiengesellschaft; or Aktienbolaget Ferrolegeringar); provided that
in each case, such repurchases may only be made at a price per
Parent Note not to exceed an average for all such repurchases of (x)
in the case of clause (A) above, $300 per $1,000 face value of such
Parent Notes at maturity, and (y) in the case of clause (B) above,
$436 per $1,000 face value of such Parent Notes at maturity, and
that the Parent Notes so repurchased shall be immediately delivered
to the Agent or, at the direction of the Agent, to a securities
intermediary with which the Agent has entered into a control
agreement with the securities intermediary and MHC satisfactory to
the Agent in form and substance, to be held as Collateral pursuant
to the Security Agreement."
(g) Section 9.2(e)(iv)(A) of the Loan Agreement is hereby amended by
inserting the clause "or MHC" immediately following the words "by MI" in such
section.
'SS'2.3 Amendments to Schedules and Exhibits of the Loan Agreement.
(a) The Loan Agreement is hereby amended by deleting Schedule l in
its entirety and replacing it with Schedule 1, attached to this Amendment.
(b) The Loan Agreement is hereby amended by deleting Schedule 7(l)
in its entirety and replacing it with Schedule 7(l), attached to this Amendment.
(c) The Loan Agreement is hereby amended by deleting Exhibit A, Form
of Borrowing Base Report, in its entirety and replacing it with Exhibit A,
attached to this Amendment.
'SS'3. Waivers, Ratifications, Etc.
(a) The negative covenants set forth in Section 9.2(f), which
prohibit the disposition by MHC of assets are hereby waived for the limited
purpose of permitting the transfer by MHC of:
(i) the stock of the Trading Companies to Sudamin Recycling
GmbH & Co. KG, or such other entity as the Agent may approve in advance, in
writing; provided that (A) such transfer shall occur on or before December 31,
2002, (B) MHC (or MI) shall receive consideration therefor in an amount not less
than (x) $3,075,000 in Dollars, in immediately available funds, and (y) Parent
Notes with a face value of $4,600,000, (C) such Parent Notes shall have been
immediately delivered to the Agent or, at the direction of the Agent, to a
securities intermediary with which the Agent has entered into a control
agreement with the securities intermediary and MHC satisfactory to the Agent in
form and substance to be held as Collateral pursuant to the Security Agreement;
(ii) the stock of GfE to Safeguard International Fund PfW LLC,
or such other entity as the Agent may approve in advance, in writing; provided
that (A) such transfer shall occur on or before December 31, 2002, (B) MHC shall
receive as consideration therefor (x) a loan agreement
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evidencing debt of GfE to MI in an amount equal to $7,000,000 in accordance with
'SS'9.2(d)(vi)(C), and (y) the German Carried Interest; and
All or a portion of the Parent Notes with a face value of $4,600,000; provided
that (A) such transfer shall occur on or before March 31, 2003, and (B) MHC or
MI shall receive as consideration therefor not less than $435 per $1,000 face
value of such Parent Notes at maturity, in immediately available funds; so long
as, in each case, at the time of such disposition, no Default or Event of
Default has occurred or would occur after giving effect to the disposition and
to this Amendment.
(b) Except as set forth in Section 3(a) above, nothing contained in
this Amendment shall constitute a waiver of, impair or otherwise affect any
Obligations, any other obligation of the Borrowers or any rights of the Agent or
the Banks consequent thereon.
(c) Except as expressly amended hereby, the Loan Agreement and all
documents, instruments and agreements related thereto, including, but not
limited to the Loan Documents, are hereby ratified and confirmed in all respects
and shall continue in full force and effect.
(d) Each of the Borrowers hereby affirms its absolute and
unconditional promise to perform and pay, to the Banks and the Agent, all
Obligations under the Loan Agreement (as amended hereby) and the other Loan
Documents at the times and in the amounts provided for therein.
(e) Each of the Guarantors hereby acknowledges that it has read and
is aware of the provisions of this Amendment. Each of the Guarantors hereby
reaffirms its absolute and unconditional guaranty of the Borrowers' payment and
performance of the Obligations under the Loan Agreement (as amended hereby) and
the other Loan Documents.
'SS'4. Representations, Warranties and Covenants; No Default;
Authorization. Each of the Borrowers and Guarantors hereby represents, warrants
and covenants to the Agent and the Banks as follows:
(a) Each of the representations and warranties of such Borrower or
Guarantor contained in the Loan Agreement was true as of the date as of which it
was made and is true as and at the date of this Amendment, and no Default or
Event of Default has occurred and is continuing as of the date of this
Amendment;
(b) This Amendment has been duly authorized, executed and delivered
by each of the Borrowers and Guarantors and is in full force and effect;
(c) Upon the execution and delivery of this Amendment by the
respective parties hereto, this Amendment shall constitute the legal, valid and
binding obligation of the Borrowers and the Guarantors, enforceable in
accordance with its terms, except that the enforceability thereof may be subject
to any applicable bankruptcy, reorganization, insolvency or other laws affecting
creditors' rights generally;
(d) The consideration to be paid to MHC for sale of GfE and of the
Trading Companies permitted pursuant to Section 3 hereof, is fair and
commercially reasonable, is of reasonably equivalent value, and is comparable to
that which would have been paid had the transactions been completed on as arm's
length basis and contains terms competitive with those that would have been
afforded by third parties.
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(e) On or before January 30, 2003, (i) the Borrowers shall have
caused MCL to become a Guarantor under the Loan Documents to the maximum extent
permissible under Quebec law and, to secure its obligations under the Guaranty,
to have granted to the Agent, for the benefit of the Banks and the Agent, a
security interest in and lien on all of the existing and after-acquired assets
of MCL to the maximum extent permissible under Quebec law, (ii) the security
interest and lien in favor of the Agent granted by MCL shall have been
perfected, (iii) MI shall have subordinated its security interest under the
Canadian Security Documents to the security interest grant to the Agent, all
pursuant to documentation in form and substance satisfactory to the Agent, and
(iv) such evidences of corporate authority and legal opinions as may have been
requested by the Agent shall have been delivered to the Agent. The failure of
the Borrowers and MCL to have complied with the foregoing clause (i), (ii),
(iii) or (iv) by January 30, 2003, shall constitute an Event of Default under
the Loan Agreement.
(f) On or before December 31, 2002, the Borrowers shall have
delivered to the Agent evidence satisfactory in form and substance to the Agent,
of the release or termination of any obligations of MI under that certain
Interest Set-Off Agreement-Guarantee, dated as of September 30, 1998, by and
among MI, GfE, and Bank Mendes Xxxx N.V., a company limited by shares
incorporated under the laws of The Netherlands. The failure of the Borrowers to
have complied with the foregoing sentence by December 31, 2002, shall constitute
an Event of Default under the Loan Agreement
'SS'5. Conditions to Effectiveness. The effectiveness of this Amendment,
including the amendments and limited consent contained herein, shall be subject
to the satisfaction of the following conditions precedent on or before December
13, 2002:
(a) This Amendment shall have been duly executed and delivered by
the Borrowers, the Guarantors and the Banks and shall be in full force and
effect;
(b) The Borrowers shall have paid to the Agent, (i) for the accounts
of each of the Banks that have entered into this Amendment by 11:00 a.m. (Boston
time) on December 20, 2002, an amendment fee in the aggregate amount of $10,000,
which amount shall be divided amongst such signing Banks pro rata in accordance
with each such Bank's Commitment Percentage as a percentage of the total
Commitment Percentages of all Banks entering this Amendment), and (ii) for its
own account, all other fees and expenses that are due and payable as of the date
hereof; (c) The Borrowers shall have demonstrated to the reasonable satisfaction
of the Agent, based on a pro forma Compliance Certificate, compliance with
'SS'9.3 of the Credit Agreement on a pro forma basis immediately prior to and
after giving effect to the transactions permitted under Section 3 of this
Amendment; and
(d) The Borrowers shall have delivered to the Agent a certificate of
the chief financial officer of each Borrower to the effect that (i) the
Borrowers will be solvent upon the consummation of the transactions permitted
under Section 3 of this Amendment; (ii) the pro forma Compliance Certificate
fairly presents the financial condition of the Borrowers and their Subsidiaries
as of the date thereof and after giving effect to such transactions and (iii) no
Default or Event of Default then exists or would result after giving effect to
such transactions.
'SS'6. Ratification, etc. Except as expressly amended hereby, the Loan
Agreement and all documents, instruments and agreements related thereto are
hereby ratified and confirmed in all respects. All references in the Loan
Agreement or any related agreement or instrument to the Loan Agreement shall
hereafter refer to the Loan Agreement as amended hereby.
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'SS'7. No Implied Waiver. Except as expressly provided herein, nothing
contained herein shall constitute a waiver of, impair or otherwise affect any
Obligations, any other obligations of any of the Borrowers or Guarantors or any
right of the Agent or any Bank consequent thereon.
'SS'8. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.
'SS'9. Governing Law. THIS AMENDMENT SHALL FOR ALL PURPOSES BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICTS OF LAW).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as a
sealed instrument as of the date first above written.
METALLURG, INC.
By: /s/ XXXXX X. XXXX
-----------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President - Finance
SHIELDALLOY METALLURGICAL
CORPORATION
By: /s/ XXXXX X. XXXX
-----------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President - Finance
METALLURG INTERNATIONAL
RESOURCES, LLC
By: /s/ XXXXX X. XXXX
-----------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President - Finance
METALLURG SERVICES, INC.
By: /s/ XXXXX X. XXXX
-----------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President - Finance
MIR (CHINA), LLC
By: /s/ XXXXX X. XXXX
-----------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President - Finance
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METALLURG HOLDINGS CORPORATION
By: /s/ XXXXX X. XXXX
-----------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President - Finance
FLEET NATIONAL BANK
(formerly known as BANKBOSTON, N.A.),
individually and as Agent
By: /s/ XXXX X. XXXXXXX
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
BANK OF SCOTLAND
By: /s/ XXXXXX XXXXXX
-----------------------------------
Name: Xxxxxx Xxxxxx
Title: First Vice President
NATIONAL BANK OF CANADA
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
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Schedule 1
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Commitment
Banks Commitment Percentage
----------------------------------------------------------------------------------------------------------------------
Fleet National Bank
Domestic Lending Office:
Fleet National Bank
One Federal Street; Mail Stop: MADE10307X $18,000,000 60%
X.X. Xxx 0000
Xxxxxx, XX 00000
Fax: 000-000-0000
Attention: Xxxx X. Xxxxxxx, Vice President
Eurodollar Lending Office:
Fleet National Bank
One Federal Street; Mail Stop: MADE10307X
X.X. Xxx 0000
Xxxxxx, XX 00000
Fax: 000-000-0000
Attention: Xxxx X. Xxxxxxx, Vice President
----------------------------------------------------------------------------------------------------------------------
National Bank of Canada
Domestic Lending Office:
c/o PNC Business Credit
0000 Xxxxxx Xxxxxx, 31st Floor $9,000,000 30%
Xxxxxxxxxxxx, XX 00000
Fax: 215-585- 4754
Attn.: Xxxxxxx Xxxxxxx, Banking Officer
Eurodollar Lending Office:
PNC Business Credit
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Fax: 000-000-0000
Attn.: Xxxxxxx Xxxxxxx, Banking Officer
----------------------------------------------------------------------------------------------------------------------
Bank of Scotland
Domestic Lending Office:
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000 $3,000,000 10%
Telefax Number: (000) 000-0000
Attention: Xxxxxx Xxxxxx, First Vice President
Eurodollar Lending Office:
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telefax Number: (000) 000-0000
Attention: Xxxxxx Xxxxxx, First Vice President
----------------------------------------------------------------------------------------------------------------------
TOTAL: $30,000,000 100.00%
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Schedule 7(l)
Subsidiaries and Joint Ventures of Metallurg, Inc.*
State/Country of Percentage of Authorized Outstanding Par Record
Name of Subsidiary or Joint Venture Incorporation Voting Power Capital Capital Value Owner
----------------------------------- ------------- ------------ ------- ------- ----- -----
SPECIAL PURPOSE/HOLDING
Metallurg Holdings Corporation** New York 100 2,500 200 no par value MI
Metallurg Services, Inc. New York 100 200 10 no par value MI
Metallurg Europe Limited*** England 100 - 68,754,000 $1 MH
Caribbean Metals & Alloys Limited (dormant) Grand Cayman 100 900,000 3,000 $1 XX
Xxxxxxx y Cia S. A. (dormant) Spain 100 - - - MH
Aleaciones Metalurgicas Venezolanas C. A.
(dormant) Venezuela 100 (Class B) - - - MH
MANUFACTURING
London & Scandinavian Metallurgical Co Limited England 100 16,000,000 16,000,000 'L'1 XXX
X. X. Xxxxxxx Limited (dormant) England 100 500 500 'L'1 -
H. M. I. Limited (dormant) England 100 50,000 50,000 'L'1 -
Metal Alloys (South Wales)
Limited (dormant) England 100 2,000 2,000 'L'1 -
The Aluminum Powder Company Limited England 100 436,037 436,037 'L'1 -
Alpoco Developments
Limited (dormant) England 100 100 100 'L'1 -
Xxxxx Xxxx Alpoco Sp.z.o.o Poland 100 -
M & A Powders Limited (dormant) England 100 15,000 9,437 'L'1 -
Bostlan, S.A. Spain 25
Metalloys Limited (dormant) England 100 100 2 'L'1 -
Hydelko AS Norway 000 -
Xxxxxxxxx Xxxxx Xxxxxx (Pty.) Limited South Africa 100 4,000 4,000 R1 XXX
X. X. Xxxxx Limited (dormant) South Africa 100 2,000 2,000 R1 -
Stand 000 Xxxxxxxxx Xxxxxxxxx 0
(Xxx.) Xxxxxxx Xxxxx Xxxxxx 100 100 2 R1 -
Allied Metallurg South Africa
(Pty.) Limited South Africa 00 -
Xxxx Xxxxx Xxxxxx (Xxx) Xxxxxxx Xxxxx Xxxxxx 00 -
Xxxxx Xxxxxxx Xxxxxxxxx (Xxx) Xxxxxxx Xxxxx Xxxxxx 00
Xxxxxxxx Xxxxxxxxxxxx Xxxxx Xxxxxx 51 -
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State/Country of Percentage of Authorized Outstanding Par Record
Name of Subsidiary or Joint Venture Incorporation Voting Power Capital Capital Value Owner
----------------------------------- ------------- ------------ ------- ------- ----- -----
Shieldalloy Metallurgical Corporation Delaware 100 3,000 1,885 $.01 MI
Xxxx Xxxxxx Sirketi Turkey 100 TL 6,400,000,000 Same Capital in MH
Turkish Xxxx
Xxxx Madencilik (dormant) Turkey 60 -
Elektrowerk Weisweiler GmbH Germany 100 DM 15m DM 15m MH(94%)
/MI(6%)
Companhia Industrial Fluminense Brazil 99.9+ R$933,596 R$.73 R$1.00 XXX
TRADING
Metallurg (Canada) Limited Quebec 100 unlimited 1,100 C$10 MI
MIR (China), Inc. Delaware 100 100 100 $0.01 MI
Metallurg (Far East) Limited Japan 100 n/a 20,000 Y500 MH
State/Country of Percentage of Authorized Outstanding Par Record
Name of Subsidiary or Joint Venture Incorporation Voting Power Capital Capital Value Owner
----------------------------------- ------------- ------------ ------- ------- ----- -----
Metallurg Mexico S. A. de C. V. Mexico 100 140,000 10,000 Ps.1,000 MH
Metallurg Servicios S de RL de CV Mexico 100 MH
Metallurg International Resources, LLC Delaware 100 MI
Note:
* MI is Metallurg, Inc., a Delaware corporation, all of whose issued
and outstanding capital stock is owned of record by Metallurg
Holdings, Inc., a Delaware corporation.
** MH is Metallurg Holdings Corporation.
*** XXX is Metallurg Europe Limited, an English corporation, all of
whose issued and outstanding capital stock is owned by MH.
+ Balance held beneficially by or for MI or an affiliate of MI.
Revised as of 12/31/02
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