METALLURG HOLDINGS INC
EXHIBIT 10.2
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<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
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                                 THIRD AMENDMENT
                     TO AMENDED AND RESTATED LOAN AGREEMENT


         This THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT dated as of
July 2, 2001 (this "Amendment"), by and among (a) METALLURG, INC., a Delaware
corporation having its principal place of business at 6 East 43rd Street, New
York, New York 10017 ("MI"), SHIELDALLOY METALLURGICAL CORPORATION, a Delaware
corporation having its principal place of business at 12 West Boulevard,
Newfield, New Jersey 08344 ("SMC") and METALLURG INTERNATIONAL RESOURCES, LLC, a
Delaware limited liability company (successor by merger to Metallurg
International Resources, Inc.) having its principal place of business at 6 East
43rd Street, New York, New York 10017 ("MIR" and together with MI and SMC, the
"Borrowers"), (b) METALLURG SERVICES, INC., a New York corporation having its
principal place of business at 6 East 43rd Street, New York, New York 10017
("MSI"), MIR (China), Inc., a Delaware corporation having its principal place of
business at 6 East 43rd Street, New York, New York 10017 ("MIR China"), and
METALLURG HOLDINGS CORPORATION, a New Jersey corporation having its principal
place of business at 12 West Boulevard, Newfield, New Jersey 08344 ("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, and that certain Second
Amendment thereto, dated as of November 3, 2000, and as further amended,
modified, supplemented or restated and in effect from time to time, the "Loan
Agreement"). Terms not otherwise defined herein which are defined in the Loan
Agreement shall have the respective meanings herein assigned to such terms in
the Loan Agreement.

         WHEREAS, in connection with (a) the proposed formation of a new holding
company, Metallurg Europe Limited ("MEL"), an English company limited by shares,
(i) into which MHC shall contribute the shares of London & Scandinavian
Metallurgical Co. Limited ("LSM"), an English company limited by shares and a
wholly owned subsidiary of MHC, (ii) to which MI shall directly, or through MHC,
transfer 94% of the shares of Elektrowerk Weisweiler GmbH ("EWW"), a German
corporation and a wholly owned subsidiary of MI, in return for a promissory note
issued by MEL in the amount of $15,829,600, (iii) to which MHC shall transfer
the shares of Companhia Industrial Fluminense ("CIF"), a Brazilian corporation
and a wholly owned subsidiary of MHC, in return for a promissory note issued by
MEL in the amount of $30,098,000, and (iv) to which MHC shall transfer the
shares of Metallurg South Africa (Pty) Limited ("Mesa South Africa"), a South
African corporation and a wholly owned subsidiary of MHC, in return for a
promissory note issued by MEL in the amount of $10,610,000, and (b) the proposed
investment by MI in Mesa International LLC, a Delaware limited liability
company, a joint venture with S.A. Minerals Limited Partnership, a limited
partnership formed under the laws of Thailand, the Borrowers have requested that
certain amendments be made to the Loan Agreement permitting such transactions;

         WHEREAS, the Agent and the Banks are willing to so amend the terms of
the Loan Agreement in such respects as hereinafter provided 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:





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         '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:

         (a) Section 1.1 of the Loan Agreement is hereby amended by inserting
the following new definitions in the appropriate places in the alphabetical
order thereof:

                           Mesa International, LLC. Mesa International, LLC, a
                  Delaware limited liability company or such other legal entity
                  the form and name of which have been consented to in writing
                  by the Banks, and a joint venture by and between MI and SA
                  Minerals Limited Partnership, a limited partnership formed
                  under the laws of Thailand, in which MI will initially own
                  33.33%.

                           MEL. Metallurg Europe Limited, an English company
                  limited by shares, and a wholly owned subsidiary of MHC.

         (b) Section 9.2 of the Loan Agreement is hereby amended by deleting
'SS''SS'9.2(d)(vi)(C) through (E) thereof in their entirety and substituting the
following new 'SS''SS'9.2(d)(vi)(C) through (F):

                           (C) $20,000,000 in the aggregate in the German
                  Borrowers, considered collectively,

                           (D) $5,000,000 in the aggregate directly in London &
                  Scandinavian Metallurgical Co Ltd. in the form of loans from
                  MI or MHC; provided that such loans shall each be evidenced by
                  a promissory note payable to MI or MHC, as applicable, in form
                  and substance satisfactory to Agent, and such note shall be
                  pledged to the Agent pursuant to a pledge agreement in form
                  and substance satisfactory to Agent,

                           (E) $56,537,600 in the aggregate directly in MEL in
                  the form of loans from MI and MHC; provided that such loans
                  shall each be evidenced by promissory notes issued by MEL (i)
                  in the amount of $15,829,600 payable to MI or MHC, as
                  applicable, as consideration for the transfer by MI or MHC, as
                  applicable, of 94% of the shares of Elektrowerk Weisweiler
                  GmbH to MEL, (ii) in the amount of $30,098,000 payable to MHC
                  as consideration for the transfer of 100% of the shares of
                  Companhia Industrial Fluminense to MEL, and (iii) in the
                  amount of $10,610,000 payable to MHC as consideration for the
                  transfer of 100% of the shares of Metallurg South Africa (Pty)
                  Limited to MEL; provided further that such promissory notes
                  shall be in form and substance satisfactory to Agent, and such
                  notes shall be pledged to the Agent pursuant to a pledge
                  agreement in form and substance satisfactory to Agent, or

                           (F) $100,000 in the aggregate in the case of all
                  other Subsidiaries, considered collectively,

         (c) Section 9.2 of the Loan Agreement is hereby further amended by
deleting 'SS'9.2(d)(xii)(A) thereof in its entirety and substituting the
following new 'SS'9.2(d)(xii)(A):





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                           (A) the aggregate amount of such investments,
                  together with any investments in the German Borrowers made
                  pursuant to 'SS'9.2(d)(vi)(C) hereof, shall not exceed
                  $20,000,000 at any time, and

         (d) Section 9.2(d) of the Loan Agreement is hereby further amended by
deleting the word "and" immediately preceding subsection (xvii) thereof, and
inserting immediately following such subsection the following new subsection
(xviii):

                           (xviii) by MI or MHC, as applicable, in Mesa
                  International, LLC in an amount not to exceed $1,000,000.

         (e) 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.

         'SS'3. Waivers, Ratifications, Etc.

         (a) The negative covenants set forth in Section 9.2(k) with respect to
the transfer by MHC of capital stock of its Subsidiaries are hereby waived for
the limited purpose of permitting (i) the transfer by MHC of the stock of LSM,
Mesa South Africa and CIF to MEL, and (ii) the transfer by MI directly or
through MHC of the stock of EWW to MEL; provided that such transfer shall occur
on or before December 31, 2001. This waiver is conditioned upon the covenant of
the Borrowers that upon completion of such transaction, the Borrowers shall
immediately provide to the Bank satisfactory evidence of the organization of MEL
and the transfer of such shares, and MHC and MI shall pledge and deliver to the
Agent any promissory notes issued by MEL in return for such transferred shares,
together with such allonges or other instruments of transfer as the Agent may
require.

         (b) Except as set forth in 'SS'3(a), 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.

         (f) In accordance with Section 15 of the Loan Agreement, the Agent and
the Banks hereby consent to entry by the German Lender into the Fourth Amendment
to the German Loan Agreement, on the terms set forth in form of Fourth Amendment
attached hereto as Exhibit A.

         'SS'4. Representations and Warranties. Each of the Borrowers and the
Guarantors represents and warrants to the Agent and the Banks as follows:






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         (a) The representations and warranties of the Borrowers and the
Guarantors set forth in the Loan Agreement (as amended hereby) and the other
Loan Documents, (i) were true and correct in all material respects when made,
and (ii) continue to be true and correct in all material respects on the date
hereof, except to the extent such representations and warranties by their terms
relate solely as of a prior date.

         (b) The execution and delivery by the Borrowers and the Guarantors of
this Amendment and the performance by the Borrowers and the Guarantors of their
agreements and obligations under this Amendment, the Loan Agreement (as amended
hereby) and the other Loan Documents (i) are within the corporate or other
organizational authority of each of the Borrowers and the Guarantors, (ii) have
been duly authorized by all necessary corporate or other organizational
proceedings or actions by each of the Borrowers and the Guarantors, (iii) do not
conflict with or result in any breach or contravention of any provision of law,
statute, rule or regulation to which the Borrowers or the Guarantors are subject
or any judgment, order, writ, injunction, license or permit applicable to the
Borrowers or the Guarantor, and (iv) do not conflict with any provision of the
corporate charter, by-laws or other constituent document of, or any agreement or
other instrument binding upon, the Borrowers or the Guarantors.

         (c) This Amendment, the Loan Agreement (as amended hereby), and the
other Loan Documents to which any of the Borrowers or the Guarantors is a party
constitute the legal, valid and binding obligations of such Borrowers or
Guarantors (as the case may be), duly enforceable against each such Person in
accordance with their respective terms, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors' rights and except to the
extent that availability of the remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding
therefor may be brought.

         (d) No approval or consent of, or filing with, any governmental agency
or authority is required to make valid and legally binding the execution,
delivery or performance by any of them of this Amendment, or the performance by
the Borrowers of the Loan Agreement as amended hereby.

         (e) As of the date hereof, after giving effect to the provisions
hereof, there exists no Event of Default.

         'SS'5. Conditions to Effectiveness. This Amendment shall be effective
as of the date hereof upon the satisfaction of the following conditions (each
of the following to be in form and substance satisfactory to the Agent):

         (a) Corporate Action. All corporate action necessary for the valid
execution, delivery and performance by each of the Borrowers of this Amendment
shall have been duly and effectively taken, and evidence thereof satisfactory to
the Agent shall have been provided to the Agent for the benefit of the Banks.

         (b) Delivery. The Borrowers, the Agent and the Banks shall have
executed and delivered to the Agent original counterpart signature pages to this
Amendment, duly executed and delivered by the Borrowers, the Guarantors and the
Banks, and all other documents (in form and substance satisfactory to the Agent
in its sole discretion) contemplated thereby and incident thereto, including (i)
the Fourth Amendment to Loan Agreement (of the German Loan Agreement), and (ii)
the pledge of the stock of GfE pursuant to the German stock pledge.




<PAGE>

         (c) Proceedings and Documents. All proceedings in connection with the
transactions contemplated by this Amendment and all documents incident thereto
shall be reasonably satisfactory in substance and form to the Agent, and the
Agent shall have received all information and such counterpart originals or
certified or other copies of such documents as the Agent may reasonably request.

         'SS'6. Costs and Expenses. The Borrowers acknowledge and jointly and
severally agree that the reasonable costs and expenses incurred by the Agent
(including attorneys' fees) in the preparation, negotiation and execution of
this Amendment and the other documents and instruments contemplated hereby are
for the account of the Borrowers as provided in 'SS'16 of the Loan Agreement.

         'SS'7. Miscellaneous Provisions.

         (a) Except as otherwise expressly provided by this Amendment, all of
the terms, conditions and provisions of the Loan Agreement shall remain the
same. It is declared and agreed by each of the parties hereto that the Loan
Agreement, as amended hereby, shall continue in full force and effect, and that
this Amendment and the Loan Agreement shall be read and construed as one
instrument.

         (b) THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER SEAL AND
SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED ACCORDING TO, THE LAWS OF
THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW).

         (c) This Amendment may be executed in any number of counterparts, but
all such counterparts shall together constitute but one instrument. In making
proof of this Amendment it shall not be necessary to produce or account for more
than one counterpart signed by each party hereto against which enforcement
hereof is sought.

         (d) Headings or captions used in this Amendment are for convenience of
reference only and shall not define or limit the provisions hereof.



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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:____________________________
                                  Name:
                                  Title:

                                  SHIELDALLOY METALLURGICAL
                                  CORPORATION


                                  By:____________________________
                                  Name:
                                  Title:

                                  METALLURG INTERNATIONAL
                                  RESOURCES, LLC (successor by merger
                                  to Metallurg International Resources, Inc.)


                                  By:___________________________
                                  Name:
                                  Title:

                                  METALLURG SERVICES, INC.


                                  By:___________________________
                                  Name:
                                  Title:

                                  MIR (CHINA), INC.


                                  By:___________________________
                                  Name:
                                  Title:

                                  METALLURG HOLDINGS CORPORATION


                                  By:___________________________
                                  Name:
                                  Title:






<PAGE>


                                  FLEET NATIONAL BANK
                                  (formerly known as BANKBOSTON, N.A.),
                                  individually and as Agent


                                  By:____________________________
                                  Name:
                                  Title:

                                  BANK OF SCOTLAND


                                  By:____________________________
                                  Name:
                                  Title:

                                  NATIONAL BANK OF CANADA


                                  By:____________________________
                                  Name:
                                  Title:

                                  By:____________________________
                                  Name:
                                  Title:









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