Costs and Copies. 11 PREAMBLE: 1. The Seller is the sole shareholder of GfE Gesellschaft fur Elektrometallurgie mit beschrankter Haftung with its registered seat in Nuremberg, registered with the commercial register of the Lower Court Nuremberg under HR B 11697 ("Company"). 2. The stated capital of the Company ("Stated Capital") amounts to DM 6,000,000 and consists of one share in the nominal amount of DM 5,951,300 and one share in the nominal amount of DM 48,700 (collectively "Shares"). The Seller is the owner of the Shares. 3. The Company as controlling company and GfE Metalle und Materialien GmbH as well as GfE Umwelttechnik GmbH each as subordinated company have entered into controlling and profit and loss absorption agreements (Beherrschungs- und Ergebnisabfuhrungsvertrage) dated 21 November 2000 re GfE Metalle und Materialien GmbH, and 19 November 2002 re GfE Umwelttechnik GmbH. The agreements are concluded for an indefinite period and may be terminated with six months prior notice to the end of a fiscal year, however, the agreement with GfE Metalle und Materialien GmbH not before 1 January 2005 and the agreement with GfE Umwelttechnik GmbH not before 1 January 2007. 4. By agreement dated 24 August 2001 (Deed Roll No. 2001/312 of the notary ▇▇▇▇▇▇▇ ▇▇▇▇▇ in Basle, Switzerland), the Company sold and transferred as of 1 January 2002 all shares in KERAMED Medizintechnik GmbH to ▇▇▇▇▇▇ Medizinaltechnik AG ("KERAMED Sale") 5. By agreement dated 20 December 2002, the Company sold and transferred as of 31 December 2002, 24.00 hours, all shares in GfE Gie'b'erei- und Stahlwerksbedarf GmbH to Sudamin Recycling GmbH & ▇▇.▇▇, Essen ("Gie'b'erei Sale"). 6. The Company is the owner of the following real estate in Nuremberg: (a) Land Register of Hofen, File 152, Folio 4278, Lot No. 863/2 (713 sqm); (b) Land Register of Hofen, File 152, Folio 4277, Lot No. 876/1 (115 sqm), Lot No. 876/2 (1,167 sqm), Lot No. 876/3 (130 sqm), Lot No. 876 (29,327 sqm); (c) Land Register of Hofen, File 512, Folio 4276, Lot No. 867/11 (695 sqm), Lot No. 879/2 (333 sqm), ▇▇▇ ▇▇. ▇▇▇ (39,573 sqm); (d) Land Register of Hofen, File 152, Folio 4275, Lot No. 879/10 (5,595 sqm), ▇▇▇ ▇▇. ▇▇▇ (3,641 sqm); (e) Land Register of Hofen, File 152, Folio 4274, Lot No. 861/4 (355 sqm), Lot No. 861/3 (5,120 sqm); (f) Land Register of Hofen, File 151, Folio 4238, Lot No. 867/18 (56 sqm) of which the company owns(2)/(3). (g) The real property under letters (a) to (e) is encumbered with land charges in favor of certain banks. (h) ▇▇▇ ▇▇. ▇▇▇/▇, ▇▇▇ ▇▇. ▇▇▇/▇, ▇▇▇ ▇▇. ▇▇▇/▇ and Lot No. 867/18 are encumbered with building leases (Erbbaurechtsvertragen). 7. The Company has entered into the following loan agreements and collateral agreements: (a) The Company entered into two loan agreements dated 24 September 1998 (DM 1,010,000.00) and dated 4 May 1999 (Euro 4,596,514.00) with IKB Deutsche Industriebank AG ("IKB Loans"). Under the IKB Loans an amount of Euro 3,834,618.00 is outstanding as of 31 December 2002. (b) The Company entered into a Loan Agreement with Dresdner Bank AG ("Dresdner Bank Loan"). Under the Dresdner Bank Loan an amount of Euro 81,551.00 is outstanding as of 31 December 2002. (c) Metallurg, Inc. granted to the Company a loan in the amount of US-$ 4 million ("Metallurg Loan"). This loan has been fully repaid on 14 January 2002. (d) Metallurg, Inc. and the Company on the one side and Bank Mendes ▇▇▇▇ N.V. on the other side had entered into an interest set-off agreement dated 30 September 1998 ("Interest Set-off Agreement"). The Interest Set-off Agreement has been terminated as of 27 December 2002, and neither Metallurg, Inc. nor Bank Mendes ▇▇▇▇ N.V. nor any third party has any claims out of or in connection with the Interest Set-off Agreement against the Company and/or its affiliated companies. (e) Metallurg, Inc., Shieldalloy Metallurgical Corporation and Metallurg International Resources, Inc. as borrowers (the "Borrowers") and Metallurg Services, Inc., MIR (China), Inc., and the Seller as guarantors on the one side and Fleet National Bank, National Bank of Canada and Bank of Scotland (the "Banks") on the other side as lenders entered into a loan agreement dated 29 October 1999, as amended from time to time, for the last time by the Fifth Amendment dated 20 December 2002 ("FNB-Metallurg Loan"). As part of the obligations under the FNB-Metallurg Loan, the Seller pledged by agreement dated 15 August 2001 (Deed Roll No. 1885/2001 of notary ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Dusseldorf), 65% of its shares held in the Company to the Banks ("Metallurg Pledge Agreement"). The Metallurg Pledge Agreement has been terminated by the Agreement on Release of Pledge dated 13 December 2001 subject to certain conditions which have been complied with. As a result the shares in the Company are not subject to any encumbrances under or in connection with the Metallurg Pledge Agreement. (f) The Company, GfE Umwelttechnik GmbH, GfE Giesserei- und Stahlwerksbedarf GmbH, GfE Metalle und Materialien GmbH and KERAMED Medizintechnik GmbH had entered into a loan agreement with Fleet National Bank dated 18 October 1997 (Deed Roll No. 100/1997 of notary ▇▇. ▇▇▇▇▇▇ ▇▇▇▇, Frankfurt am Main) ("FNB-GfE Loan") for a loan amount not to exceed DM 20.5 million. The FNB-GfE Loan has been amended by the First Amendment dated 15 August 1998, the Second Amendment dated 16 November 1998, the Third Amendment dated 29 October 1999 and the Fourth Amendment dated 25 June 2001. As part of the obligations under the FNB-GfE Loan, the Company pledged 100% of its shares held in (i) GfE Umwelttechnik GmbH, (ii) GfE Giesserei- und Stahlwerksbedarf GmbH, (iii) GfE Metalle und Materialien GmbH, and (iv) KERAMED Medizintechnik GmbH to Fleet National Bank ("GfE Pledge Agreement"). Furthermore, as security for the FNB-GfE Loan the Company, GfE Umwelttechnik GmbH , GfE Gie'b'erei- und Stahlwerksbedarf GmbH, GfE Metalle und Materialien GmbH and KERAMED Medizintechnik GmbH (jointly the "GfE Group Companies") entered into separate global security assignment agreements (Globalsicherungsabtretungsvertrage) and security transfer agreements (Sicherungsubereignungsvertrage) on 20 October 1997 (jointly the "Security Agreements") regarding the assignment of receivables, revenues and claims as well as the transfer and assignment of title in stock of raw materials, supplies, semi-finished and finished products to Fleet National Bank. In addition, the Company has entered into a guarantee dated 20 October 1997 securing the due and punctual payment of all principal, interest, fees and all other sums and amounts payable from time to time by any of the GfE Group Companies to Fleet National Bank and to any other possible future lender under the terms of the FNB-GfE Loan ("Holding Guarantee"). The FNB-GfE Loan has been terminated as of 13 December 2001 and there is no payment outstanding by the Company and/or any of the GfE Group Companies under the FNB-GfE Loan. The GfE Pledge Agreement, the Security Agreements and the Holding Guarantee have been terminated as of 13 December 2001 and as a result the shares in the GfE Group Companies are not subject to any encumbrances under or in connection with the GfE Pledge Agreement. (g) The Company has entered into a loan agreement with Metallurg, Inc. on 20 December 2002 concerning a loan amount of US-$ 7 million. A partial amount of US-$ 6 million has been subordinated by Metallurg, Inc. (Rangrucktrittserklarung).
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Costs and Copies. 11 PREAMBLE:
1. The Seller is the sole shareholder of GfE Gesellschaft fur Elektrometallurgie mit beschrankter Haftung with its registered seat in Nuremberg, registered with the commercial register of the Lower Court Nuremberg under HR B 11697 ("Company").
2. The stated capital of the Company ("Stated Capital") amounts to DM 6,000,000 and consists of one share in the nominal amount of DM 5,951,300 and one share in the nominal amount of DM 48,700 (collectively "Shares"). The Seller is the owner of the Shares.
3. The Company as controlling company and GfE Metalle und Materialien GmbH as well as GfE Umwelttechnik GmbH each as subordinated company have entered into controlling and profit and loss absorption agreements (Beherrschungs- und Ergebnisabfuhrungsvertrage) dated 21 November 2000 re GfE Metalle und Materialien GmbH, and 19 November 2002 re GfE Umwelttechnik GmbH. The agreements are concluded for an indefinite period and may be terminated with six months prior notice to the end of a fiscal year, however, the agreement with GfE Metalle und Materialien GmbH not before 1 January 2005 and the agreement with GfE Umwelttechnik GmbH not before 1 January 2007.
4. By agreement dated 24 August 2001 (Deed Roll No. 2001/312 of the notary ▇▇▇▇▇▇▇ ▇▇▇▇▇ in Basle, Switzerland), the Company sold and transferred as of 1 January 2002 all shares in KERAMED Medizintechnik GmbH to ▇▇▇▇▇▇ Medizinaltechnik AG ("KERAMED Sale")
5. By agreement dated 20 December 2002, the Company sold and transferred as of 31 December 2002, 24.00 hours, all shares in GfE Gie'b'erei- Giesserei- und Stahlwerksbedarf GmbH to Sudamin Recycling GmbH & ▇▇.▇▇, Essen ("Gie'b'erei Giesserei Sale").
6. The Company is the owner of the following real estate in Nuremberg:
(a) Land Register of Hofen, File 152, Folio 4278, Lot No. 863/2 (713 sqm);
(b) Land Register of Hofen, File 152, Folio 4277, Lot No. 876/1 (115 sqm), Lot No. 876/2 (1,167 sqm), Lot No. 876/3 (130 sqm), Lot No. 876 (29,327 sqm);
(c) Land Register of Hofen, File 512, Folio 4276, Lot No. 867/11 (695 sqm), Lot No. 879/2 (333 sqm), ▇▇▇ ▇▇. ▇▇▇ (39,573 sqm);
(d) Land Register of Hofen, File 152, Folio 4275, Lot No. 879/10 (5,595 sqm), ▇▇▇ ▇▇. ▇▇▇ (3,641 sqm);
(e) Land Register of Hofen, File 152, Folio 4274, Lot No. 861/4 (355 sqm), Lot No. 861/3 (5,120 sqm);
(f) Land Register of Hofen, File 151, Folio 4238, Lot No. 867/18 (56 sqm) of which the company owns(2)/(3)owns 2/3.
(g) The real property under letters (a) to (e) is encumbered with land charges in favor of certain banks.
(h) ▇▇▇ ▇▇. ▇▇▇/▇, ▇▇▇ ▇▇. ▇▇▇/▇, ▇▇▇ ▇▇. ▇▇▇/▇ and Lot No. 867/18 are encumbered with building leases (Erbbaurechtsvertragen).
7. The Company has entered into the following loan agreements and collateral agreements:
(a) The Company entered into two loan agreements dated 24 September 1998 (DM 1,010,000.00) and dated 4 May 1999 (Euro 4,596,514.00) with IKB Deutsche Industriebank AG ("IKB Loans"). Under the IKB Loans an amount of Euro 3,834,618.00 is outstanding as of 31 December 2002.
(b) The Company entered into a Loan Agreement with Dresdner Bank AG ("Dresdner Bank Loan"). Under the Dresdner Bank Loan an amount of Euro 81,551.00 is outstanding as of 31 December 2002.
(c) Metallurg, Inc. granted to the Company a loan in the amount of US-$ 4 million ("Metallurg Loan"). This loan has been fully repaid on 14 January 2002.
(d) Metallurg, Inc. and the Company on the one side and Bank Mendes ▇▇▇▇ N.V. on the other side had entered into an interest set-off agreement dated 30 September 1998 ("Interest Set-off Agreement"). The Interest Set-off Agreement has been terminated as of 27 December 2002, and neither Metallurg, Inc. nor Bank Mendes ▇▇▇▇ N.V. nor any third party has any claims out of or in connection with the Interest Set-off Agreement against the Company and/or its affiliated companies.
(e) Metallurg, Inc., Shieldalloy Metallurgical Corporation and Metallurg International Resources, Inc. as borrowers (the "Borrowers") and Metallurg Services, Inc., MIR (China), Inc., and the Seller as guarantors on the one side and Fleet National Bank, National Bank of Canada and Bank of Scotland (the "Banks") on the other side as lenders entered into a loan agreement dated 29 October 1999, as amended from time to time, for the last time by the Fifth Amendment dated 20 December 2002 ("FNB-Metallurg Loan"). As part of the obligations under the FNB-Metallurg Loan, the Seller pledged by agreement dated 15 August 2001 (Deed Roll No. 1885/2001 of notary ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Dusseldorf), 65% of its shares held in the Company to the Banks ("Metallurg Pledge Agreement"). The Metallurg Pledge Agreement has been terminated by the Agreement on Release of Pledge dated 13 December 2001 subject to certain conditions which have been complied with. As a result the shares in the Company are not subject to any encumbrances under or in connection with the Metallurg Pledge Agreement.
(f) The Company, GfE Umwelttechnik GmbH, GfE Giesserei- und Stahlwerksbedarf GmbH, GfE Metalle und Materialien GmbH and KERAMED Medizintechnik GmbH had entered into a loan agreement with Fleet National Bank dated 18 October 1997 (Deed Roll No. 100/1997 of notary ▇▇. ▇▇▇▇▇▇ ▇▇▇▇, Frankfurt am Main) ("FNB-GfE Loan") for a loan amount not to exceed DM 20.5 million. The FNB-GfE Loan has been amended by the First Amendment dated 15 August 1998, the Second Amendment dated 16 November 1998, the Third Amendment dated 29 October 1999 and the Fourth Amendment dated 25 June 2001. As part of the obligations under the FNB-GfE Loan, the Company pledged 100% of its shares held in (i) GfE Umwelttechnik GmbH, (ii) GfE Giesserei- und Stahlwerksbedarf GmbH, (iii) GfE Metalle und Materialien GmbH, and (iv) KERAMED Medizintechnik GmbH to Fleet National Bank ("GfE Pledge Agreement"). Furthermore, as security for the FNB-GfE Loan the Company, GfE Umwelttechnik GmbH , GfE Gie'b'erei- Giesserei- und Stahlwerksbedarf GmbH, GfE Metalle und Materialien GmbH and KERAMED Medizintechnik GmbH (jointly the "GfE Group Companies") entered into separate global security assignment agreements (Globalsicherungsabtretungsvertrage) and security transfer agreements (Sicherungsubereignungsvertrage) on 20 October 1997 (jointly the "Security Agreements") regarding the assignment of receivables, revenues and claims as well as the transfer and assignment of title in stock of raw materials, supplies, semi-finished and finished products to Fleet National Bank. In addition, the Company has entered into a guarantee dated 20 October 1997 securing the due and punctual payment of all principal, interest, fees and all other sums and amounts payable from time to time by any of the GfE Group Companies to Fleet National Bank and to any other possible future lender under the terms of the FNB-GfE Loan ("Holding Guarantee"). The FNB-GfE Loan has been terminated as of 13 December 2001 and there is no payment outstanding by the Company and/or any of the GfE Group Companies under the FNB-GfE Loan. The GfE Pledge Agreement, the Security Agreements and the Holding Guarantee have been terminated as of 13 December 2001 and as a result the shares in the GfE Group Companies are not subject to any encumbrances under or in connection with the GfE Pledge Agreement.
(g) The Company has entered into a loan agreement with Metallurg, Inc. on 20 December 2002 concerning a loan amount of US-$ 7 million. A partial amount of US-$ 6 million has been subordinated by Metallurg, Inc. (Rangrucktrittserklarung).
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