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Exhibit 4.3
JOINDER AGREEMENT dated and effective as
of December 7, 1998, among METALLURG
HOLDINGS, INC., a Delaware corporation (the
"Company"), Xxxxxx X. Xxxxxx, Xxxxx X.
Honour, Xxxx X. Xxxxxxx, Xxxxxx XxXxxx and
Xxxxx Xxxxxxxx, (collectively, the
"Investors"), and SAFEGUARD INTERNATIONAL
FUND, L.P., STATE OF MICHIGAN RETIREMENT
SYSTEM - SAFEGUARD LIMITED PARTNERSHIP and
SCP PRIVATE EQUITY PARTNERS, L.P.
(collectively, the "Existing Stockholders").
Reference is made to the Amended and Restated Stockholders'
Agreement (the "Stockholders' Agreement") dated as of October 13, 1998 among the
Company and the stockholders listed therein, in the form of Exhibit I hereto,
and the Amended and Restated Registration Rights Agreement (the "Registration
Rights Agreement") dated as of October 13, 1998 among the Company and the
stockholders listed therein, in the form of Exhibit II hereto.
The Company and the Existing Stockholders wish to add the
Investors to the Stockholders' Agreement and the Registration Rights Agreement
as Stockholders (as such term is defined therein).
Accordingly, the parties do hereby agree as follows:
1. The Company and the Existing Stockholders hereby add the
Investors as Stockholders to the Stockholders' Agreement and the Registration
Rights Agreement.
2. The Investors hereby agree to adopt, and hereby agree to be
bound by, all the terms and provisions of the Stockholders' Agreement and the
Registration Rights Agreement.
3. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
4. This Agreement contains the entire understanding among the
parties and supersedes any prior understandings and agreements among them
concerning the subject matter hereof, and there are no restrictions, agreements,
arrangement or undertakings, oral or written, among the parties relating to the
subject matter of this Agreement which are not fully expressed herein.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands as of the date first written above.
COMPANY:
METALLURG HOLDINGS, INC.
By /S/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
INVESTORS:
/s/ Xxxxxx X. Xxxxxx
------------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Honour
------------------------------------
Xxxxx X. Honour
/s/ Xxxx X. Xxxxxxx
------------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxx XxXxxx
------------------------------------
Xxxxxx XxXxxx
/s/ Xxxxx Xxxxxxxx
------------------------------------
Xxxxx Xxxxxxxx
Agreed and Accepted:
STOCKHOLDERS:
SAFEGUARD INTERNATIONAL FUND, L.P.
By: SIF Management, L.P., its general partner
By: Safeguard International Partners, L.L.C.,
its general partner
By: /S/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
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STATE OF MICHIGAN RETIREMENT SYSTEMS -
SAFEGUARD LIMITED PARTNERSHIP
By: SFINT, Inc., its general partner
By: /S/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
SCP PRIVATE EQUITY PARTNERS, L.P.
By: SCP Private Equity Management, L.P.,
its general partner
By: /S/ Xxxxxx X. Plum
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Name: Xxxxxx X. Plum
Title: General Partner
