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EXHIBIT A
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.
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
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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
SOCIETE INDUSTRIELLE DE
MATERIAUX AVANCES
By: /s/ Xxxxxxx Xxxxx
---------------------
Name: Xxxxxxx Xxxxx
Title: Directeur General
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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
