SEC Filing | Kennametal Inc.

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2011

Commission file number 1-5318

KENNAMETAL INC.

(Exact name of registrant as specified in its charter)


	Pennsylvania	25-0900168
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	World Headquarters 1600 Technology Way P.O. Box 231 Latrobe, Pennsylvania	15650-0231
(Address of principal executive offices)		(Zip Code)

Website: www.kennametal.com

Registrant’s telephone number, including area code: (724) 539-5000

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X ] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	[X]	Accelerated filer [ ]
Non-accelerated filer	[ ] (Do not check if a smaller reporting company)	Smaller reporting company	[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

Indicate the number of shares outstanding of each of the issuer’s classes of capital stock, as of the latest practicable date.


Title of Each Class				Outstanding at January 31, 2012
Capital Stock, par value $1.25 per share				79,751,985

KENNAMETAL INC.

FORM 10-Q

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2011

TABLE OF CONTENTS


Item No.				Page No.



	PART I - FINANCIAL INFORMATION
1.	Financial Statements.	4

	Condensed Consolidated Statements of Income (Unaudited) Three and six months ended December 31, 2011 and 2010	4

	Condensed Consolidated Balance Sheets (Unaudited) December 31, 2011 and June 30, 2011	5

	Condensed Consolidated Statements of Cash Flow (Unaudited) Six months ended December 31, 2011 and 2010	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21

3.	Quantitative and Qualitative Disclosures About Market Risk	27

4.	Controls and Procedures	27

	PART II - OTHER INFORMATION

2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

5.	Other Information	28

6.	Exhibits	29

Signatures		30

FORWARD-LOOKING INFORMATION

This Form 10-Q contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements that do not relate strictly to historical or current facts. You can identify forward-looking statements by the fact they use words such as “should,” “anticipate,” “estimate,” “approximate,” “expect,” “may,” “will,” “project,” “intend,” “plan,” “believe” and other words of similar meaning and expression in connection with any discussion of future operating or financial performance or events. Forward-looking statements in this Form 10-Q may concern, among other things, Kennametal’s expectations regarding our strategy, goals, plans and projections regarding our financial position, liquidity and capital resources, results of operations, market position, and product development, all of which are based on current estimates that involve inherent risks and uncertainties. Among the factors that could cause the actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties related to: economic recession; anticipated benefits resulting from our recently completed restructuring activities; availability and cost of the raw materials we use to manufacture our products; our foreign operations and international markets, such as currency exchange rates, different regulatory environments, trade barriers, exchange controls, and social and political instability; changes in the regulatory environment in which we operate, including environmental, health and safety regulations; our ability to protect and defend our intellectual property; competition; our ability to retain our management and employees; demands on management resources; potential claims relating to our products; integrating acquisitions and achieving the expected savings and synergies; business divestitures; global or regional catastrophic events; energy costs; commodity prices; labor relations; demand for and market acceptance of new and existing products; and implementation of environmental remediation matters. Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, actual outcomes could vary materially from those indicated. These and other risks are more fully described in the “Risk Factors” Section of our Annual Report on Form 10-K and in our other periodic filings with the Securities and Exchange Commission. We undertake no obligation to release publicly any revisions to forward-looking statements as a result of future events or developments.

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

KENNAMETAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	Three Months Ended						Six Months Ended
	December 31,						December 31,
(in thousands, except per share amounts)	2011			2010			2011			2010
Sales	$	641,741		$	565,768		$	1,300,618		$	1,094,926
Cost of goods sold		409,855			365,743			817,672			706,161

Gross profit		231,886			200,025			482,946			388,765
Operating expense		134,566			132,105			280,555			257,125
Restructuring charges (Note 7)		-			3,391			-			6,651
Amortization of intangibles		3,272			2,912			6,733			5,860

Operating income		94,048			61,617			195,658			119,129
Interest expense		5,256			5,564			10,743			11,527
Other (income) expense, net		(1,258	)		(253	)		(684	)		1,658

Income before income taxes		90,050			56,306			185,599			105,944
Provision for income taxes		15,579			12,016			37,555			25,698

Net income		74,471			44,290			148,044			80,246
Less: Net income attributable to noncontrolling interests		774			821			2,361			1,856

Net income attributable to Kennametal	$	73,697		$	43,469		$	145,683		$	78,390

PER SHARE DATA ATTRIBUTABLE TO KENNAMETAL SHAREOWNERS
Basic earnings per share	$	0.92		$	0.53		$	1.82		$	0.95

Diluted earnings per share:	$	0.91		$	0.52		$	1.79		$	0.94

Dividends per share	$	0.14		$	0.12		$	0.26		$	0.24

Basic weighted average shares outstanding		79,765			82,186			80,212			82,146

Diluted weighted average shares outstanding		80,936			83,337			81,357			83,012

The accompanying notes are an integral part of these condensed consolidated financial statements.

KENNAMETAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	December 31,			June 30,
(in thousands, except per share data)	2011			2011
ASSETS
Current assets:
Cash and cash equivalents	$	128,537		$	204,565
Accounts receivable, less allowance for doubtful accounts of $19,118 and $20,958		404,945			447,835
Inventories (Note 10)		571,063			519,973
Deferred income taxes		59,028			60,257
Other current assets		56,240			54,955

Total current assets		1,219,813			1,287,585

Property, plant and equipment:
Land and buildings		350,820			373,971
Machinery and equipment		1,353,299			1,396,306
Less accumulated depreciation		(1,046,822	)		(1,073,215	)

Property, plant and equipment, net		657,297			697,062

Other assets:
Investments in affiliated companies		734			829
Goodwill (Note 17)		494,757			511,328
Other intangible assets, less accumulated amortization of $80,952 and $78,712 (Note 17)		155,571			152,279
Deferred income taxes		32,053			29,876
Other		84,513			75,510

Total other assets		767,628			769,822

Total assets	$	2,644,738		$	2,754,469

LIABILITIES
Current liabilities:
Current maturities of long-term debt and capital leases (Note 11)	$	303,693		$	307,304
Notes payable to banks		2,646			3,659
Accounts payable		196,086			222,678
Accrued income taxes		42,300			38,098
Accrued expenses		78,400			102,576
Other current liabilities (Note 7)		122,714			167,206

Total current liabilities		745,839			841,521
Long-term debt and capital leases, less current maturities (Note 11)		1,599			1,919
Deferred income taxes		82,064			83,310
Accrued pension and postretirement benefits		125,405			134,919
Accrued income taxes		2,974			3,094
Other liabilities		56,683			31,065

Total liabilities		1,014,564			1,095,828

Commitments and contingencies

EQUITY (Note 15)
Kennametal Shareowners’ Equity:
Preferred stock, no par value; 5,000 shares authorized; none issued		-			-
Capital stock, $1.25 par value; 120,000 shares authorized; 79,583 and 81,129 shares issued		99,479			101,411
Additional paid-in capital		425,935			470,758
Retained earnings		1,107,983			983,374
Accumulated other comprehensive (loss) income		(23,152	)		82,529

Total Kennametal Shareowners’ Equity		1,610,245			1,638,072
Noncontrolling interests		19,929			20,569

Total equity		1,630,174			1,658,641

Total liabilities and equity	$	2,644,738		$	2,754,469

The accompanying notes are an integral part of these condensed consolidated financial statements.

KENNAMETAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)


Six months ended December 31 (in thousands)	2011			2010
OPERATING ACTIVITIES
Net income	$	148,044		$	80,246
Adjustments for non-cash items:
Depreciation		41,261			39,883
Amortization		6,733			5,860
Stock-based compensation expense		12,404			12,591
Restructuring charges		-			1,622
Deferred income tax (benefit) provision		(2,144	)		505
Other		(12,063	)		771
Changes in certain assets and liabilities:
Accounts receivable		23,240			1,600
Inventories		(83,421	)		(45,089	)
Accounts payable and accrued liabilities		(67,269	)		(21,163	)
Accrued income taxes		7,833			(3,993	)
Other		(3,519	)		(5,432	)
Net cash flow provided by operating activities		71,099			67,401
INVESTING ACTIVITIES
Purchases of property, plant and equipment		(35,593	)		(21,150	)
Disposals of property, plant and equipment		2,557			7,451
Purchase of technology license		(10,000	)		-
Other		(912	)		1,138
Net cash flow used for investing activities		(43,948	)		(12,561	)
FINANCING ACTIVITIES
Net decrease in notes payable		(661	)		(16,139	)
Term debt borrowings		275,054			255,055
Term debt repayments		(275,183	)		(256,564	)
Purchase of capital stock		(66,721	)		(10,275	)
Dividend reinvestment and the effect of employee benefit and stock plans		10,948			10,186
Cash dividends paid to shareowners		(21,074	)		(19,929	)
Other		(7,169	)		(1,489	)
Net cash flow used for financing activities		(84,806	)		(39,155	)
Effect of exchange rate changes on cash and cash equivalents		(18,373	)		13,343
CASH AND CASH EQUIVALENTS
Net (decrease) increase in cash and cash equivalents		(76,028	)		29,028
Cash and cash equivalents, beginning of period		204,565			118,129
Cash and cash equivalents, end of period	$	128,537		$	147,157

The accompanying notes are an integral part of these condensed consolidated financial statements.

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.	ORGANIZATION

Kennametal Inc. was incorporated in Pennsylvania in 1943. Kennametal Inc. and its subsidiaries (collectively, Kennametal or the Company) are a leading global manufacturer and supplier of tooling, engineered components and advanced materials consumed in production processes. We believe that our reputation for manufacturing excellence, as well as our technological expertise and innovation in our principle products, has helped us to achieve a leading market presence in our primary markets. End users of our products include metalworking manufacturers and suppliers across a diverse array of industries, including the aerospace, defense, transportation, machine tool, light machinery and heavy machinery industries, as well as manufacturers, producers and suppliers in a number of other industries including coal mining, highway construction, quarrying, and oil and gas exploration and production industries. Our end users’ products include items ranging from airframes to coal mining, engines to oil wells and turbochargers to construction. We operate two global business segments consisting of Industrial and Infrastructure.

2.	BASIS OF PRESENTATION

The condensed consolidated financial statements, which include our accounts and those of our majority-owned subsidiaries, should be read in conjunction with our 2011 Annual Report on Form 10-K. The condensed consolidated balance sheet as of June 30, 2011 was derived from the audited balance sheet included in our 2011 Annual Report on Form 10-K. These interim statements are unaudited; however, we believe that all adjustments necessary for a fair statement of the results of the interim periods were made and all adjustments are normal adjustments. The results for the six months ended December 31, 2011 and 2010 are not necessarily indicative of the results to be expected for a full fiscal year. Unless otherwise specified, any reference to a “year” is to a fiscal year ended June 30. For example, a reference to 2012 is to the fiscal year ending June 30, 2012. When used in this Form 10-Q, unless the context requires otherwise, the terms “we,” “our” and “us” refer to Kennametal Inc. and its consolidated subsidiaries.

3.	NEW ACCOUNTING STANDARDS

Issued

In December 2011, the Financial Accounting Standards Board (FASB) deferred the requirement to present reclassifications of other comprehensive income on the face of the income statement. Companies would still be required to adopt the other requirements contained in the accounting guidance on presentation of other comprehensive income. This guidance is effective for Kennametal beginning July 1, 2012.

In September 2011, the FASB issued additional guidance on testing goodwill for impairment. The guidance permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This guidance is effective for Kennametal beginning July 1, 2012.

In June 2011, the FASB issued guidance on presentation of comprehensive income. This guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. An entity can elect to present items of net income and other comprehensive income in one continuous statement or in two separate consecutive statements. Each component of net income and other comprehensive income, together with totals for comprehensive income and its two parts, net income and other comprehensive income, would need to be displayed under either alternative. This guidance is effective for Kennametal beginning July 1, 2012.

In May 2011, the FASB issued guidance on fair value measurements and disclosure. The objective of this guidance is a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and international financial reporting standards (IFRS). Many of the amendments in this guidance represent clarifications to existing guidance or changes in the measurement guidance for determining fair value. The most significant change in disclosures is an expansion of the information required for Level 3 measurements. Disclosures will be required about the use of a nonfinancial asset measured or disclosed at fair value if its use differs from its highest and best use. In addition, entities must report the level in the fair value hierarchy of assets and liabilities not recorded at fair value but where fair value is disclosed. This guidance is effective for Kennametal beginning January 1, 2012.

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.	SUPPLEMENTAL CASH FLOW DISCLOSURES


Six months ended December 31 (in thousands)	2011		2010
Cash paid during the period for:
Interest	$	12,917	$	12,653
Income taxes		26,298		30,362

Supplemental disclosure of non-cash information:
Contribution of capital stock to employees’ defined contribution benefit plans		-		948

5.	FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy consists of three levels to prioritize the inputs used in valuations, as defined below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3: Inputs that are unobservable.

As of December 31, 2011, the fair values of the Company’s financial assets and financial liabilities measured at fair value on a recurring basis are categorized as follows:


(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Derivatives⁽¹⁾	$	-	$	1,794	$	-	$	1,794
Total assets at fair value	$	-	$	1,794	$	-	$	1,794


Liabilities:
Derivatives⁽¹⁾	$	-	$	23,722	$	-	$	23,722
Total liabilities at fair value	$	-	$	23,722	$	-	$	23,722

As of June 30, 2011, the fair value of the Company’s financial assets and financial liabilities measured at fair value on a recurring basis are categorized as follows:


(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Derivatives⁽¹⁾	$	-	$	896	$	-	$	896
Total assets at fair value	$	-	$	896	$	-	$	896

Liabilities:
Derivatives⁽¹⁾	$	-	$	3,330	$	-	$	3,330
Total liabilities at fair value	$	-	$	3,330	$	-	$	3,330

⁽¹⁾

Foreign currency derivative and interest rate swap contracts are valued based on observable market spot and forward rates and are classified within Level 2 of the fair value hierarchy.

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6.	DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

As part of our financial risk management program, we use certain derivative financial instruments. We do not enter into derivative transactions for speculative purposes and therefore hold no derivative instruments for trading purposes. We use derivative financial instruments to provide predictability to the effects of changes in foreign exchange rates on our consolidated results and to achieve our targeted mix of fixed and floating interest rates on outstanding debt. We account for derivative instruments as a hedge of the related asset, liability, firm commitment or anticipated transaction, when the derivative is specifically designated as a hedge of such items. Our objective in managing foreign exchange exposures with derivative instruments is to reduce volatility in cash flow, allowing us to focus more of our attention on business operations. With respect to interest rate management, these derivative instruments allow us to achieve our targeted fixed-to-floating interest rate mix as a separate decision from funding arrangements in the bank and public debt markets. We measure hedge effectiveness by assessing the changes in the fair value or expected future cash flows of the hedged item. The ineffective portions are recorded in other expense (income), net.

The fair value of derivatives designated in the condensed consolidated balance sheet are as follows:


(in thousands)	December 31, 2011			June 30, 2011
Derivatives designated as hedging instruments
Other current assets - range forward contracts	$	1,732		$	87
Other current liabilities - range forward contracts		(3	)		(159	)
Other assets - forward starting interest rate swap contracts		-			772
Other liabilities - forward starting interest rate swap contracts		(22,908	)		(3,169	)
Total derivatives designated as hedging instruments		(21,179	)		(2,469	)
Derivatives not designated as hedging instruments
Other current assets - currency forward contracts		62			37
Other current liabilities - currency forward contracts		(811	)		(2	)
Total derivatives not designated as hedging instruments		(749	)		35
Total derivatives	$	(21,928	)	$	(2,434	)

Certain currency forward contracts hedging significant cross-border intercompany loans are considered as other derivatives and therefore do not qualify for hedge accounting. These contracts are recorded at fair value in the balance sheet, with the offset to other (income) expense, net. (Gains) losses related to derivatives not designated as hedging instruments have been recognized as follows:


	Three Months Ended December 31,				Six Months Ended December 31,
(in thousands)	2011		2010		2011		2010
Other expense (income), net - currency forward contracts	$	734	$	618	$	783	$	(2,029)

FAIR VALUE HEDGES

In February 2009, we terminated interest rate swap contracts to convert $200.0 million of our fixed rate debt to floating rate debt. These contracts were originally set to mature in June 2012. Upon termination, we received a cash payment of $13.2 million. This gain is being amortized as a component of interest expense over the remaining term of the related debt using the effective interest rate method. During the three and six months ended December 31, 2011, $1.5 million and $3.0 million, respectively, were recognized as a reduction in interest expense. During the three and six months ended December 31, 2010, $1.4 million and $2.9 million, respectively, were recognized as a reduction in interest expense.

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CASH FLOW HEDGES

Currency forward contracts and range forward contracts (a transaction where both a put option is purchased and a call option is sold), designated as cash flow hedges, hedge anticipated cash flows from cross-border intercompany sales of products and services. Gains and losses realized on these contracts at maturity are recorded in accumulated other comprehensive (loss) income, net of tax, and are recognized as a component of other (income) expense, net when the underlying sale of products or services is recognized into earnings. The notional amount of the contracts translated into U.S. dollars at December 31, 2011 and 2010, was $68.0 million and $64.1 million, respectively. The time value component of the fair value of range forwards is excluded from the assessment of hedge effectiveness. Assuming the market rates remain constant with the rates at December 31, 2011, we expect to recognize a gain of $1.0 million in the next 12 months on outstanding derivatives.

We enter into floating-to-fixed interest rate swap contracts, designated as cash flow hedges, from time to time to hedge our exposure to interest rate changes on a portion of our floating rate debt. These interest rate swap contracts convert a portion of our floating rate debt to fixed rate debt. We record the fair value of these contracts as an asset or a liability, as applicable, in the balance sheet, with the offset to accumulated other comprehensive (loss) income, net of tax. In December 2011, we amended the maturity date of our forward starting interest rate swap contracts for forecasted interest payments in an anticipated debt issuance. These contracts effectively convert a cumulative notional amount of $150.0 million from floating to fixed interest rates. The amendment of the existing contracts resulted in a de-designation of the original cash flow hedge and a designation of a new cash flow hedge as the forecasted transaction continues to be probable. Hedge ineffectiveness was determined to be immaterial for the new cash flow hedge. As of December 31, 2011 and June 30, 2011, we recorded a liability of $22.9 million and $2.4 million, respectively, on these contracts which was recorded as an offset in other comprehensive income, net of tax. Over the next 12 months, assuming the market rates remain constant with the rates at December 31, 2011, we do not expect to recognize into earnings any significant gains or losses on outstanding derivatives.

Amounts related to cash flow hedges have been recognized as follows:


	Three Months Ended December 31,				Six Months Ended December 31,
(in thousands)	2011		2010		2011		2010
Losses (gains) recognized in other comprehensive income (loss)	$	904	$	(5,871)	$	11,587	$	(2,229)

(Gains) losses reclassified from accumulated other comprehensive income into other (income) expense, net	$	(75)	$	82	$	166	$	192

No portion of the gains or losses recognized in earnings was due to ineffectiveness and no amounts were excluded from our effectiveness testing for the six months ended December 31, 2011 and 2010.

7.	RESTRUCTURING AND RELATED CHARGES

Restructuring and related charges recorded during the six months ended December 31, 2010 amounted to $9.4 million, including $7.1 million of restructuring charges of which $0.5 million were related to inventory disposals and recorded in cost of goods sold. Restructuring-related charges of $1.5 million and $0.8 million were recorded in cost of goods sold and operating expense, respectively, during the same period.

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The restructuring accrual is recorded in other current liabilities in our condensed consolidated balance sheet and the amount attributable to each segment is as follows:


(in thousands)	June 30, 2011		Expense		Asset Write-down			Cash Expenditures		Translation		December 31, 2011

Industrial
Severance	$	7,811	$	-	$	-		$	(4,926)	$	(216)	$	2,669
Facilities		525		-		-			(500)		(25)		-
Other		1,604		-		-			(496)		(136)		972

Total Industrial		9,940		-		-			(5,922)		(377)		3,641

Infrastructure
Severance		1,650		-		-			(1,558)		(92)		-
Facilities		269		-		-			(226)		(10)		33
Other		852		-		-			(212)		(58)		582

Total Infrastructure		2,771		-		-			(1,996)		(160)		615

Total	$	12,711	$	-	$	-		$	(7,918)	$	(537)	$	4,256


(in thousands)	June 30, 2010		Expense		Asset Write-down			Cash Expenditures		Translation		June 30, 2011

Industrial
Severance	$	18,327	$	4,363	$	-		$	(16,510)	$	1,631	$	7,811
Facilities		508		2,318		(1,857	)		(444)		-		525
Other		403		2,031		-			(931)		101		1,604

Total Industrial		19,238		8,712		(1,857	)		(17,885)		1,732		9,940

Infrastructure
Severance		7,637		2,484		-			(9,399)		928		1,650
Facilities		211		1,319		(1,057	)		(204)		-		269
Other		168		1,156		-			(530)		58		852

Total Infrastructure		8,016		4,959		(1,057	)		(10,133)		986		2,771

Total	$	27,254	$	13,671	$	(2,914	)	$	(28,018)	$	2,718	$	12,711

8.	STOCK-BASED COMPENSATION

On October 26, 2010, the Company’s shareowners approved the Kennametal Inc., Stock and Incentive Plan of 2010 (the 2010 Plan). The 2010 Plan authorizes the issuance of up to 3,500,000 shares of the Company’s common stock plus the remaining shares from the Kennametal Inc., Stock Incentive Plan of 2002, as amended (the 2002 Plan). Shares can be issued in the form of incentive stock options, non-statutory stock options, stock appreciation rights, performance share awards, performance unit awards, restricted stock awards, restricted unit awards and share awards.

Stock Options

The assumptions used in our Black-Scholes valuation related to grants made during the six months ended December 31, 2011 and 2010 were as follows:


	2011		2010
Risk-free interest rate		1.2%		1.4%
Expected life (years) ⁽²⁾		4.5		4.5
Expected volatility ⁽³⁾		47.5%		47.0%
Expected dividend yield		1.5%		2.0%

⁽²⁾

Expected life is derived from historical experience.

⁽³⁾

Expected volatility is based on the historical volatility of our common stock.

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Changes in our stock options for the six months ended December 31, 2011 were as follows:


	Options			Weighted Average Exercise Price		Weighted Average Remaining Life (years)		Aggregate Intrinsic value (in thousands)

Options outstanding, June 30, 2011		3,388,003		$	26.50
Granted		354,618			38.95
Exercised		(317,708	)		24.98
Lapsed and forfeited		(28,630	)		29.35

Options outstanding, December 31, 2011		3,396,283		$	27.92		6.1	$	30,978

Options vested and expected to vest, December 31, 2011		3,307,211		$	27.86		6.0	$	30,325

Options exercisable, December 31, 2011		2,181,305		$	27.19		4.9	$	21,235

During the six months ended December 31, 2011 and 2010, compensation expense related to stock options was $3.4 million and $3.5 million, respectively. As of December 31, 2011, the total unrecognized compensation cost related to options outstanding was $5.7 million and is expected to be recognized over a weighted average period of 2.2 years.

Weighted average fair value of options granted during the six months ended December 31, 2011 and 2010 was $13.84 and $9.22, respectively. Fair value of options vested during the six months ended December 31, 2011 and 2010 was $4.5 million and $4.2 million, respectively.

Tax benefits, relating to excess stock-based compensation deductions, are presented in the statement of cash flow as financing cash inflows. Tax benefits resulting from stock-based compensation deductions exceeded amounts reported for financial reporting purposes by $2.1 million and $1.3 million for the six months ended December 31, 2011 and 2010, respectively.

The amount of cash received from the exercise of capital stock options six months ended December 31, 2011 and 2010 was $7.9 million and $7.0 million, respectively. The related tax benefit for the six months ended December 31, 2011 and 2010 was $1.6 million and $1.7 million, respectively. The total intrinsic value of options exercised during the six months ended December 31, 2011 and 2010 was $5.0 million and $4.8 million, respectively.

Under the provisions of the 2010 Plan participants may deliver stock, owned by the holder for at least six months, in payment of the option price and receive credit for the fair market value of the shares on the date of delivery. The fair market value of shares delivered during the six months ended December 31, 2011 was immaterial and for the six months ended December 31, 2010 was $0.4 million.

Restricted Stock Awards

Changes in our restricted stock awards for the six months ended December 31, 2011 were as follows:


	Shares			Weighted Average Fair Value

Unvested restricted stock awards, June 30, 2011		89,315		$	32.90
Vested		(50,056	)		33.53
Forfeited		(582	)		29.60

Unvested restricted stock awards, December 31, 2011		38,677		$	32.14

During the six months ended December 31, 2011 and 2010, compensation expense related to restricted stock awards was $0.6 million and $1.2 million, respectively. As of December 31, 2011, the total unrecognized compensation cost related to unvested restricted stock awards was $0.3 million and is expected to be recognized over a weighted average period of 0.7 years.

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Restricted Stock Units – Time Vesting and Performance Vesting

Performance vesting restricted stock units (performance units) were granted to certain individuals. These performance units are earned pro rata each year if certain performance goals are met over a 3-year period, and are also subject to a service condition that requires the individual to be employed by the Company at the payment date after the 3-year performance period.

Changes in our time vesting and performance vesting restricted stock units for the six months ended December 31, 2011 were as follows:


	Performance Vesting Stock Units		Performance Vesting Weighted Average Fair Value		Time Vesting Stock Units			Time Vesting Weighted Average Fair Value

Unvested performance vesting and time vesting restricted stock units, June 30, 2011		116,368	$	26.89		906,082		$	25.81
Granted		129,977		38.95		334,726			38.94
Vested		-		-		(198,862	)		25.60
Forfeited		-		-		(20,129	)		31.69

Unvested performance vesting and time vesting restricted stock units, December 31, 2011		246,345	$	31.27		1,021,817		$	30.04

During the six months ended December 31, 2011 and 2010, compensation expense related to time vesting and performance vesting restricted stock units was $8.2 million and $6.6 million, respectively. As of December 31, 2011, the total unrecognized compensation cost related to unvested time vesting and performance vesting restricted stock units was $20.7 million and is expected to be recognized over a weighted average period of 2.5 years.

Restricted Stock Units – STEP

On November 26, 2007, the Company adopted a one-time, long-term equity program, the Kennametal Inc. 2008 Strategic Transformational Equity Program, under the 2002 Plan (STEP). The STEP was designed to compensate participating executives for achievement of certain performance conditions during the period which began on October 1, 2007 and ended on September 30, 2011. Each participant was awarded a maximum number of restricted stock units, each representing a contingent right to receive one share of capital stock of the Company to the extent the unit was earned during the performance period and would have become payable under the STEP. The performance conditions were based on the Company’s total shareholder return (TSR) which governed 35 percent of the awarded restricted stock units, and cumulative adjusted earnings per share (EPS), which governed 65 percent of the awarded restricted stock units. The performance period for the STEP ended on September 30, 2011 and the minimum threshold levels of performance were not achieved. Therefore, all outstanding restricted stock units were forfeited by participating executives. As of December 31, 2011, no restricted stock units had been earned or paid under the STEP. There were no voting rights or dividends associated with restricted stock units under the STEP.

Changes to the EPS performance-based portion of the STEP restricted stock units for the six months ended December 31, 2011 were as follows:


	Stock Units			Weighted Average Fair Value

Unvested EPS performance-based restricted stock units, June 30, 2011		431,789		$	35.23
Forfeited		(431,789	)		35.23

Unvested EPS performance-based restricted stock units, December 31, 2011		-		$	-

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Changes to the TSR performance-based portion of the STEP restricted stock units for the six months ended December 31, 2011 were as follows:


	Stock Units			Weighted Average Fair Value

Unvested TSR performance-based restricted stock units, June 30, 2011		232,497		$	8.21
Forfeited		(232,497	)		8.21

Unvested TSR performance-based restricted stock units, December 31, 2011		-		$	-

During the six months ended December 31, 2011 and 2010, compensation expense related to STEP restricted stock units was $0.2 million and $0.3 million, respectively.

9.	BENEFIT PLANS

We sponsor several defined benefit pension plans. Additionally, we provide varying levels of postretirement health care and life insurance benefits to some U.S. employees.

The table below summarizes the components of net periodic pension cost:


	Three Months Ended December 31,						Six Months Ended December 31,
(in thousands)	2011			2010			2011			2010

Service cost	$	1,721		$	1,909		$	3,449		$	3,822
Interest cost		10,331			10,208			20,711			20,458
Expected return on plan assets		(12,706	)		(12,027	)		(25,415	)		(24,073)
Amortization of transition obligation		16			12			32			26
Amortization of prior service credit		(46	)		(70	)		(93	)		(141)
Settlement loss		262			270			519			533
Recognition of actuarial losses		2,062			3,064			4,125			6,132

Net periodic pension cost	$	1,640		$	3,366		$	3,328		$	6,757

The table below summarizes the components of the net periodic other postretirement benefit cost:


	Three Months Ended December 31,						Six Months Ended December 31,
(in thousands)	2011			2010			2011			2010

Service cost	$	19		$	19		$	37		$	38
Interest cost		257			259			514			518
Amortization of prior service cost		(22	)		-			(44	)		-
Recognition of actuarial gains		(14	)		(47	)		(28	)		(94)

Net periodic other postretirement benefit cost	$	240		$	231		$	479		$	462

10.	INVENTORIES

We used the last-in, first-out (LIFO) method of valuing inventories for approximately 53 percent and 50 percent of total inventories at December 31, 2011 and June 30, 2011, respectively. Because inventory valuations under the LIFO method are based on an annual determination of quantities and costs as of June 30 of each year, the interim LIFO valuations are based on our projections of expected year-end inventory levels and costs. Therefore, the interim financial results are subject to any final year-end LIFO inventory adjustments.

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Inventories consisted of the following:


(in thousands)	December 31, 2011			June 30, 2011

Finished goods	$	331,885		$	303,716
Work in process and powder blends		234,785			202,940
Raw materials		127,018			109,683

Inventories at current cost		693,688			616,339
Less: LIFO valuation		(122,625	)		(96,366)

Total inventories	$	571,063		$	519,973

11.	LONG-TERM DEBT AND CAPITAL LEASES

Current maturities of long-term debt and capital lease obligations consist primarily of Senior Unsecured Notes issued in June 2002 having an aggregate face amount of $300.0 million, maturing in June 2012.

On October 21, 2011, we entered into an amendment to our 2010 Credit Agreement, which is used to augment cash from operations and as an additional source of funds. The five-year, multi-currency, revolving credit facility (2011 Credit Agreement) permits revolving credit loans of up to $600.0 million for working capital, capital expenditures and general corporate purposes. The 2011 Credit Agreement allows for borrowings in U.S. dollars, euro, Canadian dollars, pound sterling and Japanese yen. Interest payable under the 2011 Credit Agreement is based upon the type of borrowing under the facility and may be (1) LIBOR plus an applicable margin, (2) the greater of the prime rate or the Federal Funds effective rate plus an applicable margin, or (3) fixed as negotiated by us.

The 2011 Credit Agreement requires us to comply with various restrictive and affirmative covenants, including two financial covenants: a maximum leverage ratio and a minimum consolidated interest coverage ratio (as those terms are defined in the agreement). We were in compliance with these financial covenants as of December 31, 2011. We had no borrowings outstanding under the 2011 Credit Agreement as of December 31, 2011. We had no borrowings outstanding under the 2010 Credit Agreement as of June 30, 2011.

Borrowings under the 2011 Credit Agreement are guaranteed by our significant domestic subsidiaries.

Fixed rate debt had a fair market value of $307.6 million and $315.8 million at December 31, 2011 and June 30, 2011, respectively. The fair value is determined based on the quoted market price of this debt as of December 31, 2011 and June 30, 2011, respectively.

12.	ENVIRONMENTAL MATTERS

The operation of our business has exposed us to certain liabilities and compliance costs related to environmental matters. We are involved in various environmental cleanup and remediation activities at certain of our locations.

Superfund Sites We are involved as a Potentially Responsible Party (PRP) at various sites designated by the U.S. Environmental Protection Agency (US EPA) as Superfund sites. For certain of these sites, we have evaluated the claims and potential liabilities and have determined that neither are material, individually or in the aggregate. For certain other sites, proceedings are in the very early stages and have not yet progressed to a point where it is possible to estimate the ultimate cost of remediation, the timing and extent of remedial action that may be required by governmental authorities or the amount of our liability alone or in relation to that of any other PRPs.

Other Environmental We establish and maintain reserves for other potential environmental costs, which amounted to $4.7 million and $5.4 million as of December 31, 2011 and June 30, 2011, respectively. This accrual represents anticipated costs associated with the remediation of these issues. We recorded favorable foreign currency translation adjustments of $0.6 million and cash payments of $0.1 million against the reserve for the six months ended December 31, 2011.

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The reserves we have established for environmental liabilities represent our best current estimate of the costs of addressing all identified environmental situations, based on our review of currently available evidence, and taking into consideration our prior experience in remediation and that of other companies, as well as public information released by the US EPA, other governmental agencies, and by the PRP groups in which we are participating. Although the reserves currently appear to be sufficient to cover these environmental liabilities, there are uncertainties associated with environmental liabilities, and we can give no assurance that our estimate of any environmental liability will not increase or decrease in the future. The reserved and unreserved exposures for all environmental concerns could change substantially due to factors such as the nature and extent of contamination, changes in remedial requirements, technological changes, discovery of new information, the financial strength of other PRPs, the identification of new PRPs and the involvement of and direction taken by the government on these matters.

We maintain a Corporate Environmental, Health and Safety (EHS) Department, as well as an EHS Steering Committee, to monitor compliance with environmental regulations and to oversee remediation activities. In addition, we have designated EHS coordinators who are responsible for each of our global manufacturing facilities. Our financial management team periodically meets with members of the Corporate EHS Department and the Corporate Legal Department to review and evaluate the status of environmental projects and contingencies. On a quarterly basis, we review financial provisions and reserves for environmental contingencies and adjust these reserves when appropriate.

13.	INCOME TAXES

The effective income tax rate for the three months ended December 31, 2011 and 2010 was 17.3 percent and 21.3 percent, respectively. The current year rate was favorably impacted by a $4.2 million reduction of a valuation allowance in the Netherlands in the quarter as well as stronger operating results under our pan-European operations. The prior year rate benefitted from the RD&E credit extension.

The effective income tax rate for the six months ended December 31, 2011 and 2010 was 20.2 percent and 24.3 percent, respectively. The current year rate was favorably impacted by a $4.2 million reduction of a valuation allowance in the Netherlands in the quarter and the favorable impact of stronger operating results under our pan-European operations.

14.	EARNINGS PER SHARE

Basic earnings per share are computed using the weighted average number of shares outstanding during the period, while diluted earnings per share are calculated to reflect the potential dilution that may occur related to the issuance of capital stock through grants of capital stock options, restricted stock awards and restricted stock units. The difference between basic and diluted earnings per share relates solely to the effect of capital stock options, restricted stock awards and restricted stock units.

For purposes of determining the number of diluted shares outstanding, weighted average shares outstanding for basic earnings per share calculations were increased due solely to the dilutive effect of unexercised capital stock options, unvested restricted stock awards and unvested restricted stock units by 1.2 million shares and 1.1 million shares for the three months ended December 31, 2011 and 2010, respectively, and 1.1 million shares and 0.9 million shares for the six months ended December 31, 2011 and 2010, respectively. Unexercised capital stock options, restricted stock units and restricted stock awards of 0.7 million and 0.6 million shares for the three months ended December 31, 2011 and 2010, respectively, and 0.7 million shares for both the six months ended December 31, 2011 and 2010, were not included in the computation of diluted earnings per share because the inclusion would have been anti-dilutive.

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

15.

EQUITY

A summary of the changes in the carrying amounts of total equity, Kennametal shareowners’ equity and equity attributable to noncontrolling interests as of December 31, 2011 and 2010 is as follows:


	Kennametal Shareowners' Equity
(in thousands)	Capital stock			Additional paid-in capital			Retained earnings			Accumulated other comprehensive income (loss)			Non- controlling interests			Total equity

Balance as of June 30, 2011	$	101,411		$	470,758		$	983,374		$	82,529		$	20,569		$	1,658,641
Net income		-			-			145,683			-			2,361			148,044
Other comprehensive loss		-			-			-			(105,681)			(2,834)			(108,515)
Dividend reinvestment		6			132			-			-			-			138
Capital stock issued under employee benefit and stock plans		568			19,260			-			-			-			19,828
Purchase of capital stock		(2,506	)		(64,215	)		-			-			-			(66,721)
Cash dividends paid		-			-			(21,074	)		-			(167	)		(21,241)

Total equity, December 31, 2011	$	99,479		$	425,935		$	1,107,983		$	(23,152)		$	19,929		$	1,630,174


	Kennametal Shareowners' Equity
(in thousands)	Capital stock			Additional paid-in capital			Retained earnings			Accumulated other comprehensive (loss) income			Non- controlling interests			Total equity

Balance as of June 30, 2010	$	102,379		$	492,454		$	793,448		$	(72,781	)	$	17,943		$	1,333,443
Net income		-			-			78,390			-			1,856			80,246
Other comprehensive income		-			-			-			70,174			1,292			71,466
Dividend reinvestment		7			152			-			-			-			159
Capital stock issued under employee benefit and stock plans		496			20,953			-			-			-			21,449
Purchase of capital stock		(379	)		(9,896	)		-			-			-			(10,275)
Cash dividends paid		-			-			(19,929	)		-			(132	)		(20,061)

Total equity, December 31, 2010	$	102,503		$	503,663		$	851,909		$	(2,607	)	$	20,959		$	1,476,427

The amounts of comprehensive income (loss) attributable to Kennametal shareowners and noncontrolling interests are disclosed in Note 16.

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

16.	COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) is as follows:


	Three Months Ended December 31,						Six Months Ended December 31,
(in thousands)	2011			2010			2011			2010

Net income	$	74,471		$	44,290		$	148,044		$	80,246
Unrealized (loss) gain on derivatives designated and qualified as cash flow hedges, net of income tax (benefit) expense of ($0.5) million, $3.6 million, ($7.3) million and $1.4 million, respectively		(789	)		5,780			(11,534	)		2,187
Reclassification of unrealized (gain) loss on expired derivatives designated and qualified as cash flow hedges, net of income tax expense (benefit) of $0.1 million, ($0.1) million, ($0.1) million and ($0.1) million, respectively		(186)			177			123			223
Unrecognized net pension and other postretirement benefit gain (loss), net of income tax expense (benefit)of $0.1 million, $0.1 million, $0.4 million and ($0.5) million, respectively		217			564			1,065			(1,622)
Reclassification of net pension and other postretirement benefit loss, net of income tax benefit of $0.7 million, $1.0 million, $1.5 million and $1.9 million, respectively		1,286			1,859			2,573			3,720
Foreign currency translation adjustments, net of income tax expense (benefit)of ($18.2) million, ($4.3) million, ($60.0) million and $40.2 million, respectively		(30,865	)		(7,293	)		(100,742	)		66,958

Total comprehensive income		44,134			45,377			39,529			151,712
Comprehensive (loss) income attributable to noncontrolling interests		(359	)		604			(473	)		3,148

Comprehensive income attributable to Kennametal Shareowners	$	44,493		$	44,773		$	40,002		$	148,564

17.	GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of cost over the fair value of the net assets of acquired companies. Goodwill and other intangible assets with indefinite lives are tested at least annually for impairment. We perform our annual impairment tests during the June quarter in connection with our annual planning process, unless there are impairment indicators that warrant a test prior to that. We have noted no impairment indicators warranting additional testing.

A summary the carrying amount of goodwill attributable to each segment, as well as the changes in such, is as follows:


(in thousands)	Industrial			Infrastructure			Total

Goodwill	$	411,945		$	250,225		$	662,170
Accumulated impairment losses		(150,842	)		-			(150,842)

Balance as of June 30, 2011	$	261,103		$	250,225		$	511,328

Adjustments	$	76		$	-		$	76
Translation		(14,638	)		(2,009	)		(16,647)

Change in goodwill		(14,562	)		(2,009	)		(16,571)

Goodwill		397,383			248,216			645,599
Accumulated impairment losses		(150,842	)		-			(150,842)

Balance as of December 31, 2011	$	246,541		$	248,216		$	494,757

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The components of our other intangible assets were as follows:


	Estimated Useful Life (in years)		December 31, 2011					June 30, 2011
(in thousands)	Estimated Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization

Contract-based		4 to 15	$	21,452	$	(5,590	)	$	6,349	$	(5,380	)
Technology-based and other		4 to 15		37,878		(23,829	)		39,743		(25,442	)
Customer-related		10 to 20		109,256		(39,276	)		113,977		(38,275	)
Unpatented technology		30		19,318		(5,883	)		19,540		(4,740	)
Trademarks		5 to 20		12,385		(6,374	)		10,902		(4,875	)
Trademarks		Indefinite		36,234		-			40,480		-
Total			$	236,523	$	(80,952	)	$	230,991	$	(78,712	)

During the three months ended December 31, 2011, we entered into a technology license agreement in our infrastructure segment. This resulted in a $15.0 million increase of contract-based intangible assets. The technology license agreement will be amortized using the straight-line method over an estimated useful life of 10 years.

During the six months ended December 31, 2011, we recorded amortization expense of $6.7 million related to our other intangible assets and unfavorable foreign currency translation adjustments of $5.0 million.

18. SEGMENT DATA

Kennametal delivers productivity to customers seeking peak performance in demanding environments by providing innovative custom and standard wear-resistant solutions, enabled through our advanced materials sciences, application knowledge and commitment to a sustainable environment. Our product offering includes a wide array of standard and custom solution products in metalworking, such as metalcutting tools and tooling systems, and advanced materials, such as cemented tungsten carbide products, to address customer demands. These products are offered through a variety of channels via an enterprise approach to customers in both of our operating segments.

The Industrial segment serves customers that operate in industrial end markets such as aerospace, defense, transportation and general engineering. The customers in these end markets manufacture engines, airframes, automobiles, trucks, ships and various industrial goods. The technology needs and level of customization vary by customer and industry served. We deliver value to our Industrial segment customers through our application expertise and diverse product offering.

The Infrastructure segment serves customers that operate in the earthworks and energy end markets. These customers support primary industries such as oil and gas, power generation, underground mining, surface and hard rock mining, highway construction and road maintenance. Generally, our Infrastructure segment customers are served through a customer intimacy model that allows us to offer full system solutions by gaining an in-depth understanding of our customers’ engineering needs. Our product offering promotes value by bringing enhanced performance and productivity to our customers’ processes and systems.

Corporate expenses related to executive retirement plans, the Company’s Board of Directors and strategic initiatives, as well as certain other costs, are reported as Corporate.

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Our external sales and operating income by segment are as follows:


	Three Months Ended December 31,						Six Months Ended December 31,
(in thousands)	2011			2010			2011			2010
External sales:
Industrial	$	409,887		$	369,139		$	827,706		$	699,797
Infrastructure		231,854			196,629			472,912			395,129

Total external sales	$	641,741		$	565,768		$	1,300,618		$	1,094,926

Operating income:
Industrial	$	62,898		$	42,157		$	135,583		$	78,265
Infrastructure		33,312			21,566			65,866			48,069
Corporate		(2,162	)		(2,106	)		(5,791	)		(7,205	)

Total operating income	$	94,048		$	61,617		$	195,658		$	119,129

Interest expense	$	5,256		$	5,564		$	10,743		$	11,527
Other (income) expense, net		(1,258	)		(253	)		(684	)		1,658

Income before income taxes	$	90,050		$	56,306		$	185,599		$	105,944

19. SUBSEQUENT EVENTS

On January 17, 2012, Kennametal announced that we signed a definitive agreement to purchase the Deloro Stellite Holdings 1 Limited (Deloro Stellite) from Duke Street Capital for approximately €277 million. The U.K.-based Deloro Stellite, with approximately €220 million in annual sales, is a global manufacturer and provider of alloy-based critical wear solutions for extreme environments involving high temperature, corrosion and abrasion. Deloro Stellite employs approximately 1,300 people across seven primary operating facilities globally, including locations in the U.S., Canada, Germany, Italy, India and China. Through proprietary metal alloys and materials expertise as well as specialized engineering design and fabrication capabilities, Deloro Stellite delivers value-added, tailored wear solutions for customers in our current end markets of energy, which includes oil and gas and power generation, transportation, and aerospace.

We plan to fund the acquisition through existing credit facilities and operating cash flow, and remain committed to maintaining our investment grade ratings.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

OVERVIEW

Kennametal Inc. is a leading global manufacturer and supplier of tooling, engineered components and advanced materials consumed in production processes. We believe that our reputation for manufacturing excellence, as well as our technological expertise and innovation in our principal products, has helped us to achieve a leading market presence in our primary markets. We believe we are one of the largest global providers of consumable metalcutting tools and tooling supplies. End users of our products include metalworking manufacturers and suppliers across a diverse array of industries, including the aerospace, defense, transportation, machine tool, light machinery and heavy machinery industries, as well as manufacturers, producers and suppliers in a number of other industries including coal mining, highway construction, quarrying, and oil and gas exploration and production industries. Our end users’ products include items ranging from airframes to coal mining, engines to oil wells and turbochargers to construction.

We experienced strong growth for the December quarter across both business segments and all regions. Our sales of $641.7 million for the quarter ended December 31, 2011 grew 13 percent compared to sales for the December quarter one year ago. Sales growth was primarily due to organic growth which includes both volume and price.

Raw materials prices have doubled compared to the prior year, but continue to stabilize. Our margin performance during the quarter reflected our ability to recover inflation costs related to these raw materials, primarily tungsten, our main raw material. We had previously executed appropriate pricing actions and have continued to maintain our cost discipline during the quarter. We continue to monitor changes in raw material prices to ensure appropriate pricing.

Operating income was $94.0 million, an increase of $32.4 million compared to operating income of $61.6 million in the prior year quarter. The increase in operating income was driven by higher sales volume, higher price realization and incremental restructuring benefits, partially offset by higher raw material costs.

We delivered a record December quarter earnings per diluted share of $0.91.

We had cash inflow from operating activities of $71.1 million during the six months ended December 31, 2011, driven by our operating performance. Capital expenditures were $35.6 million during the six months ended December 31, 2011.

In addition, we invested further in technology and innovation to continue delivering a high level of new products to our customers. Research and development expenses included in operating expense totaled $8.5 million for the three months ended December 31, 2011.

This acquisition is in alignment with our growth strategy and positions the Company to further achieve geographic and end market balance. The transaction is expected to be accretive to earnings in the fiscal year ending June 30, 2013. We plan to fund the acquisition through existing credit facilities and operating cash flow, and remain committed to maintaining our investment grade ratings.

The following narrative provides further discussion and analysis of our results of operations, liquidity and capital resources, as well as other pertinent matters.

RESULTS OF CONTINUING OPERATIONS

SALES

Sales for the three months ended December 31, 2011 were $641.7 million, an increase of $75.9 million, or 13 percent, from $565.8 million in the prior year quarter. Sales increased due to organic growth of 14 percent offset by unfavorable impact of fewer business days. The improvement in sales was driven by better performance in both business segments and across all regions. Organic sales growth drivers were energy markets of 25 percent, aerospace and defense of 16 percent, earthworks market of 15 percent, general engineering of 12 percent and transportation of 7 percent.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (CONTINUED)

Sales for the six months ended December 31, 2011 were $1,300.6 million, an increase of $205.6 million, or 19 percent, from $1,095.0 million in the prior year quarter. Sales increased due to organic growth of 16 percent and a 3 percent favorable impact from foreign currency effects. The improvement in sales was driven by better performance in both business segments and across all regions. Organic sales growth drivers were energy markets of 22 percent, general engineering of 17 percent, earthworks market of 15 percent, aerospace and defense of 12 percent and transportation of 10 percent.

GROSS PROFIT

Gross profit for the three months ended December 31, 2011 was $231.9 million, an increase of $31.9 million from $200.0 million in the prior year quarter. This increase was primarily due to increased organic sales of $79.4 million, partially offset by higher raw material costs. The gross profit margin for the three months ended December 31, 2011 was 36.1 percent, as compared to 35.4 percent generated in the prior year quarter.

Gross profit for the six months ended December 31, 2011 was $482.9 million, an increase of $94.1 million from $388.8 million in the prior year quarter. This increase was primarily due to increased organic sales of $170.5 million, partially offset by higher raw material costs. The gross profit margin for the six months ended December 31, 2011 was 37.1 percent, as compared to 35.5 percent generated in the prior year quarter.

OPERATING EXPENSE

Operating expense for the three months ended December 31, 2011 increased $2.5 million or 1.9 percent to $134.6 million compared to $132.1 million in the prior year quarter. The increase is primarily due to an increase in employment costs of $5.6 million, including higher sales compensation of $3.6 million due to better operating performance, partially offset by lower professional fees of $2.0 million.

Operating expense for the six months ended December 31, 2011 increased $23.5 million or 9.1 percent to $280.6 million compared to $257.1 million in the prior year quarter. The increase is primarily due to an increase in employment costs of $13.4 million, including higher sales compensation of $6.8 million due to better operating performance and unfavorable impact of foreign currency results of $8.7 million.

RESTRUCTURING CHARGES

During fiscal year 2011, we completed our restructuring plans to reduce costs and improve operating efficiencies. These actions related to the rationalization of certain manufacturing and service facilities as well as other employment cost reduction programs. As the restructuring programs were completed in fiscal 2011, there were no restructuring and related charges for the three and six months ended December 31, 2011. The Company’s restructuring programs are delivering annual ongoing pre-tax savings of approximately $170 million now that all programs are fully implemented.

Restructuring and related charges recorded during the three months ended December 31, 2010 amounted to $5.1 million, including $3.8 million of restructuring charges, of which $0.5 million were related to inventory disposals and recorded in cost of goods sold. Restructuring related charges of $0.5 million and $0.8 million were recorded in cost of goods sold and operating expense, respectively, during the three months ended December 31, 2010.

Restructuring and related charges recorded during the six months ended December 31, 2010 amounted to $9.4 million, including $7.1 million of restructuring charges, of which $0.5 million were related to inventory disposals and recorded in cost of goods sold. Restructuring related charges of $1.5 million and $0.8 million were recorded in cost of goods sold and operating expense, respectively, during the six months ended December 31, 2010.

INTEREST EXPENSE

Interest expense for the three months ended December 31, 2011 of $5.3 million decreased $0.3 million or 5.5 percent, from $5.6 million in the prior year quarter. Interest expense for the six months ended December 31, 2011 of $10.7 million decreased $0.8 million or 6.8 percent, from $11.5 million in the prior year quarter.

OTHER (INCOME) EXPENSE, NET

Other income, net for the three months ended December 31, 2011 was $1.3 million compared to $0.3 million for the prior year quarter. The increase was primarily driven by favorable foreign currency transaction results of $1.6 million.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (CONTINUED)

Other income, net for the six months ended December 31, 2011 was $0.7 million compared to other expense, net of $1.7 million for the prior year quarter. The increase was primarily driven by favorable foreign currency transaction results of $2.4 million.

INCOME TAXES

During the quarter, we assessed the sustainability of future income in the Netherlands. Based on this assessment, we believe that it is more likely than not that we will be able to realize a portion of the net deferred tax assets in this jurisdiction. Accordingly we recorded a valuation allowance adjustment of $4.2 million that reduced tax expense. With respect to the other jurisdictions, we will continue to monitor our ability to realize the net deferred tax assets in these jurisdictions, and if appropriate, will adjust the valuation allowance. Such an adjustment may result in a material reduction to tax expense in the period the adjustment occurs.

BUSINESS SEGMENT REVIEW

We operate two reportable segments consisting of Industrial and Infrastructure. Expenses that are not allocated are reported in Corporate. Segment determination is based upon internal organizational structure, the manner in which we organize segments for making operating decisions and assessing performance, the availability of separate financial results and materiality considerations.

INDUSTRIAL


	Three Months Ended				Six Months Ended
	December 31,				December 31,
(in thousands)	2011		2010		2011		2010
External sales	$	409,887	$	369,139	$	827,706	$	699,797
Operating income		62,898		42,157		135,583		78,265

For the three months ended December 31, 2011, Industrial external sales increased by 11 percent driven by organic sales growth. On an organic basis, sales increased in all served market sectors led by strong growth in aerospace and defense of 16 percent, general engineering of 12 percent and a 7 percent increase in transportation. The aerospace and defense end markets’ growth is due to the significant increase in commercial aircraft production. Growth in the general engineering end markets is attributable to new orders for industrial machinery as manufacturers have increased their capital spending, and the growth in the transportation end markets was due to the overall increase in global vehicles sales and production, particularly light-vehicles. On a regional basis, organic sales increased by approximately 15 percent in the Americas, 13 percent in Europe and 1 percent in Asia. The increase in the Americas and Europe was driven by growth in the general engineering end markets and the growth in Asia was driven by the transportation end markets. For comparison purposes, organic sales increased by approximately 48 percent in Asia, 34 percent in Europe and 31 percent in the Americas during the three months ended December 31, 2010.

For the three months ended December 31, 2011, Industrial operating income increased $20.7 million. The primary drivers of the increase in operating income were higher organic sales of $42.0 million, partially offset by an increase in raw material costs.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (CONTINUED)

For the six months ended December 31, 2011, Industrial external sales increased by 18 percent, driven by organic sales growth of 14 percent and favorable foreign currency impact of 4 percent. On an organic basis, sales increased in all served market sectors led by strong growth in general engineering of 17 percent, aerospace and defense of 12 percent and transportation of 10 percent, respectively. Growth in the general engineering end markets is attributable to new orders for industrial machinery as manufacturers have increased their capital spending and the aerospace and defense end markets’ growth is due to a significant increase in commercial aircraft production. The growth in the transportation end markets was due to an overall increase in global vehicles sales and production, particularly light-vehicles, as well as an increase in replacements for commercial vehicles. On a regional basis, organic sales increased by approximately 18 percent in Europe, 17 percent in the Americas and 4 percent in Asia. The increase in the Americas and Europe was driven by growth in the general engineering end markets, and the growth in Asia was driven by the transportation end markets.

For the six months ended December 31, 2011, Industrial operating income increased $57.3 million. The primary drivers of the increase in operating income were higher organic sales of $96.2 million, partially offset by increase in raw material costs.

INFRASTRUCTURE


	Three Months Ended				Six Months Ended
	December 31,				December 31,
(in thousands)	2011		2010		2011		2010
External sales	$	231,854	$	196,629	$	472,912	$	395,129
Operating income		33,312		21,566		65,866		48,069

For the three months ended December 31, 2011, Infrastructure external sales increased by 18 percent, driven by organic sales growth of 19 percent offset by unfavorable impact of fewer business days. The organic increase was driven by higher sales in the energy and earthworks markets of 25 percent and 15 percent, respectively. Energy related product sales increased due to higher U.S. and international rig counts. Sales in the earthworks end markets increased due to continued mining capacity expansion and the increase in construction machinery production. On a regional basis, organic sales increased by approximately 34 percent in Asia, 16 percent in the Americas and 10 percent in Europe. The increase in Asia and the Americas was driven by the performance in the earthworks markets, while the European increase was more evenly split between both the earthworks and energy markets. For comparison purposes, organic sales increased by approximately 24 percent in Asia, 21 percent in the Americas and 12 percent in Europe during the three months ended December 31, 2010.

For the three months ended December 31, 2011, Infrastructure operating income increased $11.7 million. Operating income grew primarily due to higher organic sales of $37.6 million, partially offset by increase in raw material costs and unfavorable business mix of $4.5 million.

For the six months ended December 31, 2011, Infrastructure external sales increased by 20 percent, driven by organic sales growth of 18 percent and favorable foreign currency effects of 2 percent. The organic increase was driven by higher sales in the energy and earthworks markets of 22 percent and 15 percent, respectively. Energy related product sales increased due to higher U.S. and international rig counts, as well as increased shale production. Sales in the earthworks end markets increased due to continued mining capacity expansion and the increase in construction machinery production. On a regional basis, organic sales increased by approximately 26 percent in Asia, 16 percent in the Americas and 14 percent in Europe. The increase in Asia and the Americas was driven by the performance in the earthworks markets, while the European increase was more evenly split between both the earthworks and energy markets.

For the six months ended December 31, 2011, Infrastructure operating income increased $17.8 million. Operating income grew primarily due to higher organic sales of $71.3 million, partially offset by increase in raw material costs and unfavorable business mix of $6.4 million.

CORPORATE


	Three Months Ended				Six Months Ended
	December 31,				December 31,
(in thousands)	2011		2010		2011		2010
Corporate unallocated expense	$	(2,162)	$	(2,106)	$	(5,791)	$	(7,205)

For the three months ended December 31, 2011, unallocated expense increased $0.1 million to $2.2 million.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (CONTINUED)

For the six months ended December 31, 2011, unallocated expense decreased $1.4 million to $5.8 million. The decrease was primarily due to lower strategic project spending of $3.1 million.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow from operations is our primary source of funding for capital expenditures and internal growth.

On October 21, 2011, we entered into an amendment to our 2010 Credit Agreement, which is used to augment cash from operations and as an additional source of funds. The five-year, multi-currency, revolving credit facility (2011 Credit Agreement) extends to October 2016. The 2011 Credit Agreement permits revolving credit loans of up to $600.0 million for working capital, capital expenditures and general corporate purposes. The 2011 Credit Agreement allows for borrowings in U.S. dollars, euro, Canadian dollars, pound sterling and Japanese yen. Interest payable under the 2011 Credit Agreement is based upon the type of borrowing under the facility and may be (1) LIBOR plus an applicable margin, (2) the greater of the prime rate or the Federal Funds effective rate plus an applicable margin, or (3) fixed as negotiated by us.

The 2011 Credit Agreement requires us to comply with various restrictive and affirmative covenants, including two financial covenants: a maximum leverage ratio and a minimum consolidated interest coverage ratio (as those terms are defined in the agreement). We were in compliance with these financial covenants as of December 31, 2011. We had no borrowings outstanding under the 2011 Credit Agreement as of December 31, 2011. For the six months ended December 31, 2011 average borrowings outstanding under the 2010 and 2011 Credit Agreements were approximately $97 million.

Borrowings under the 2011 Credit Agreement are guaranteed by our significant domestic subsidiaries.

Our $300 million Senior Unsecured Notes due in June 2012 were reclassified to current maturities of long-term debt as of June 30, 2011. The repayment of this debt is expected to be financed in due course through a new corporate bond issuance.

We consider the unremitted earnings of our non-U.S. subsidiaries that have not previously been taxed in the U.S., to be permanently reinvested. As of December 31, 2011, the amount of cash, cash equivalents and short term intercompany advances held by foreign subsidiaries that would not be available for use in the United States on a long term basis, without incurring U.S. federal and state income tax consequences was approximately $290 million. We have not, nor do we anticipate the need to, repatriate funds to the U.S. to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.

At December 31, 2011, cash and cash equivalents were $128.5 million, total debt was $307.9 million and total Kennametal shareowners’ equity was $1,610.2 million. Our current senior credit ratings are at investment grade levels. We believe that our current financial position, liquidity and credit ratings provide access to the capital markets. We continue to closely monitor our liquidity position and the condition of the capital markets, as well as the counterparty risk of our credit providers.

On January 17, 2012 we announced the signing of a definitive agreement to purchase the Deloro Stellite Holdings 1 Limited from Duke Street Capital for approximately €277 million. We plan to fund the acquisition through existing facilities and operating cash flow, and remain committed to maintaining our investment grade ratings.

There have been no other material changes in our contractual obligations and commitments since June 30, 2011.

Cash Flow Provided by Operating Activities

During the six months ended December 31, 2011, cash flow provided by operating activities was $71.1 million, compared to $67.4 million for the prior year period. Cash flow used for operating activities for the current year period consisted of net income and non-cash items amounting to an inflow of $194.2 million, partially offset by changes in certain assets and liabilities netting to $123.1 million. Contributing to the changes in certain assets and liabilities was an increase in inventory of $83.4 million driven by higher inventory levels to meet higher demand, a decrease in accounts payable and accrued liabilities of $67.3 million driven by payment of $27.0 million of incentive compensation and decrease in other of $3.5 million, offset by a decrease in accounts receivable of $23.2 million and an increase in accrued income taxes of $7.8 million.

During the six months ended December 31, 2010, cash flow provided by operating activities consisted of net income and non-cash items amounting to an inflow of $141.5 million, partially offset by changes in certain assets and liabilities netting to $74.1 million. Contributing to the changes in certain assets and liabilities was an increase in inventory of $45.1 million driven by an increase in production to meet higher demand and a decrease in accounts payable and accrued liabilities of $21.2 million.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (CONTINUED)

Cash Flow Used for Investing Activities

Cash flow used for investing activities was $43.9 million for the six months ended December 31, 2011, compared to $12.6 million in the prior year period. During the current year period cash flow used for investing activities included capital expenditures, net of $33.0 million, which consisted primarily of equipment upgrades and $10.0 million for the purchase of a technology license intangible in our infrastructure segment.

During the six months ended December 31, 2010, cash flow used for investing activities included capital expenditures, net of $13.7 million, which consisted primarily of an Enterprise Resource Planning (ERP) system and equipment upgrades.

Cash Flow Used for Financing Activities

Cash flow used for financing activities was $84.8 million for the six months ended December 31, 2011 compared to $39.2 million in the prior year period. During the current year period, cash flow used for financing activities included $66.7 million used for the purchase of capital stock, $21.1 million of cash dividends paid to shareowners and $7.2 million of other, partially offset by $10.9 million of dividend reinvestment and the effect of employee benefit and stock plans.

During the six months ended December 31, 2010, cash flow used for financing activities included $19.9 million of cash dividends paid to shareowners, $17.6 million net decrease in borrowings and $10.3 million used for the repurchase of capital stock, partially offset by $10.2 million of dividend reinvestment and the effect of employee benefit and stock plans.

FINANCIAL CONDITION

Working capital was $474.0 million at December 31, 2011, an increase of $27.9 million from $446.1 million at June 30, 2011. The increase in working capital was driven primarily by an increase in inventories of $51.1 million driven by higher inventory levels to meet higher demand, a decrease in other current liabilities of $44.5 million driven primarily by the payout of incentive compensation , a decrease in accounts payable of $26.6 million due to the timing of payments and a decrease in accrued expenses of $24.2 million due to the timing of payments, partially offset by a decrease in cash and cash equivalents of $76.0 million due to the purchase of capital stock and dividend payment and a decrease in accounts receivable of $42.9 million. Foreign currency effects accounted for $57.7 million of the working capital change.

Property, plant and equipment, net decreased $39.8 million from $697.1 million at June 30, 2011 to $657.3 million at December 31, 2011, primarily due to depreciation expense of $41.3 million, unfavorable foreign currency impact of $27.6 million and capital disposals of $2.6 million, partially offset by capital additions of $35.6 million.

At December 31, 2011, other assets were $767.6 million, a decrease of $2.2 million from $769.8 million at June 30, 2011. The driver for the decrease was a decrease in goodwill of $16.6 million partially offset by an increase in other assets of $9.0 million, increase in other intangible assets of $3.3 million and increase in deferred income taxes of $2.2 million. The change in goodwill was primarily due to foreign currency translation effects. The increase in other assets was primarily due to increase in pension assets due to higher return on plan assets and prepaid royalty. The increase in other intangible assets was due to a technology license intangible asset acquisition in our infrastructure segment for $15.0 million offset by amortization expense of $6.7 million and unfavorable foreign currency translation adjustments of $5.0 million. Foreign currency effects accounted for $5.6 million in the change in deferred income taxes.

Kennametal shareowners’ equity was $1,610.2 million at December 31, 2011, a decrease of $27.9 million from $1,638.1 million at June 30, 2011. The decrease was primarily due to foreign currency translation adjustments of $100.7 million, purchase of capital stock of $66.7 million and cash dividends paid to shareowners of $21.1 million, partially offset by net income attributable to Kennametal of $145.7 million and capital stock issued under employee benefit and stock plans of $19.8 million.

ENVIRONMENTAL MATTERS

Superfund Sites We are involved as a PRP at various sites designated by the US EPA as Superfund sites. For certain of these sites, we have evaluated the claims and potential liabilities and have determined that neither are material, individually or in the aggregate. For certain other sites, proceedings are in the very early stages and have not yet progressed to a point where it is possible to estimate the ultimate cost of remediation, the timing and extent of remedial action that may be required by governmental authorities or the amount of our liability alone or in relation to that of any other PRPs.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (CONTINUED)

We maintain a Corporate EHS Department, as well as an EHS Steering Committee, to monitor compliance with environmental regulations and to oversee remediation activities. In addition, we have designated EHS coordinators who are responsible for each of our global manufacturing facilities. Our financial management team periodically meets with members of the Corporate EHS Department and the Corporate Legal Department to review and evaluate the status of environmental projects and contingencies. On a quarterly basis, we review financial provisions and reserves for environmental contingencies and adjust these reserves when appropriate.

DISCUSSION OF CRITICAL ACCOUNTING POLICIES

There have been no changes to our critical accounting policies since June 30, 2011.

NEW ACCOUNTING STANDARDS

See Note 3 to our condensed consolidated financial statements set forth in Part I Item 1 of this Form 10-Q for a description of new accounting standards.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our market risk exposure since June 30, 2011.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this quarterly report on Form 10-Q, the Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). The Company’s disclosure controls were designed to provide a reasonable assurance that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, the controls have been designed to provide reasonable assurance of achieving the controls’ stated goals. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2011.

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES


Period	Total Number of Shares Purchased ⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs ⁽²⁾
October 1 through October 31, 2011		-		$ -		-		4,505,100
November 1 through November 30, 2011		4,584		38.02		-		4,505,100
December 1 through December 31, 2011		1,060		37.08		-		4,505,100
Total		5,644		$ 37.85		-

⁽¹⁾

During the current period, 1,956 shares and 740 shares were purchased on the open market on behalf of Kennametal to fund the Company’s dividend reinvestment program as well as the Company’s 401(k) matching and discretionary contribution, respectively. Also, during the current period employees delivered 1,782 shares of restricted stock to Kennametal, upon vesting, to satisfy tax withholding requirements and 1,166 shares of Kennametal stock as payment for the exercise price of stock options.

⁽²⁾	On October 26, 2010, the Company publicly announced a repurchase program for up to 8 million shares of its outstanding common stock.

ITEM 5.

OTHER INFORMATION

On January 24, 2012, the Board of Directors of Kennametal Inc. (the Company) adopted Amended and Restated Bylaws of the Company (the Bylaws), effective immediately upon adoption, to supersede and replace the existing bylaws of the Company. The Bylaws were revised to provide clarifying language as it relates to shareholder proposals as well as enhanced shareholder/proponent disclosure requirements.

ITEM 6.

EXHIBITS



(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession
(2.1)	Share Sale and Purchase Agreement relating to Deloro Stellite Holdings 1 Limited dated January 13, 2012	Filed herewith.
(2.2)	Warranty Agreement relating to Deloro Stellite Holdings 1 Limited dated January 13, 2012	Filed herewith.

(3)	Articles of Incorporation and Bylaws
(3.1)	Amended and Restated Bylaws of Kennametal Inc.	Exhibit 3.3 of the Form 8-K filed January 26, 2012 is incorporated herein by reference

(10)	Material Contracts
(10.1)	Amendment No. 1, dated as of October 21, 2011, to the Third Amended and Restated Credit Agreement by and among Kennametal Inc., Kennametal Europe GmbH, Bank of America, N.A., Bank of America N.A., London Branch, PNC Bank, National Association, JPMorgan Chase Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Citizens Bank of Pennsylvania, Mizuho Corporate Bank, Ltd., HSBC Bank USA, N.A., U.S. Bank National Association, Comerica Bank, Commerzbank AG, New York and Grand Cayman Branches, The Huntington National Bank, First Commonwealth Bank and Intesa Sanpaolo S.P.A	Exhibit 10.1 of the Form 8-K filed on October 27, 2011 is incorporated herein by reference

(31)	Rule 13a-14(a)/15d-14(a) Certifications
(31.1)	Certification executed by Carlos M. Cardoso, Chairman, President and Chief Executive Officer of Kennametal Inc.	Filed herewith.
(31.2)	Certification executed by Frank P. Simpkins, Vice President and Chief Financial Officer of Kennametal Inc.	Filed herewith.

(32)	Section 1350 Certifications
(32.1)	Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Carlos M. Cardoso, Chairman, President and Chief Executive Officer of Kennametal Inc., and Frank P. Simpkins, Vice President and Chief Financial Officer of Kennametal Inc.	Filed herewith.

(101)	XBRL
(101.INS)**	XBRL Instance Document	Filed herewith.
(101.SCH)**	XBRL Taxonomy Extension Schema Document	Filed herewith.
(101.CAL) (101.DEF)	XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Definition Linkbase	Filed herewith. Filed herewith.
(101.LAB)**	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith.
(101.PRE)**	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.

The XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or part of a registration statement or prospects for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		KENNAMETAL INC.

Date: February 8, 2012	By:	/s/ Martha A. Bailey

		Martha A. Bailey
		Vice President Finance and Corporate Controller

EX-2.1

Exhibit 2.1

Share Sale and Purchase

Agreement

relating to Deloro Stellite

Holdings 1 Limited


Dated			2012

The Sellers (1)
Kennametal Inc. (2)

LOGO

TABLE OF CONTENTS


INTRODUCTION			1
OPERATIVE PROVISIONS			1
1 Definitions			1
2 Sale and purchase of the Shares and the Loan Notes			7
3 Consideration			7
4 Locked box			8
5 Condition			8
6 Position pending Completion			9
7 Completion			10
8 Termination			11
9 Seller Warranties			12
10 Buyer Warranties			12
11 Several Liability			12
12 Announcements			12
13 Confidentiality			12
14 Entire agreement			13
15 Cumulative rights			14
16 Assignment and transfer			14
17 Costs and expenses			14
18 Interest on late payments			14
19 No set-off			15
20 Exchange Rate			15
21 Waiver			15
22 Variation			15
23 Severance			15
24 Further assurance			15
25 Notices			16
26 Agent for service			17
27 Counterparts			17
28 Governing language			17
29 Governing law			17
30 Jurisdiction			17
31 Interpretation			18
32 Rights of third parties			19
33 Execution			19
SCHEDULE 1 - Details of the Sellers, their respective shareholdings and holdings of loan notes and their respective shares of the consideration			20
SCHEDULE 2			25
Part 1: Documents which are to be delivered by the Sellers at Completion			25
Part 2: Documents which are to be delivered by the Management Sellers at Completion			25
Part 3: Documents which are to be delivered by the Buyer at Completion			26
SCHEDULE 3 - Buyer Warranties			27
SCHEDULE 4 - Position pending Completion			29
SCHEDULE 5 - Locked Box			31
SCHEDULE 6 - Permitted Leakage			33
SCHEDULE 7 - Relevant Jurisdiction			35
SCHEDULE 8 - The Title Warranties			36
SCHEDULE 9 - Exchange Rates			37


DATE		2012

PARTIES

(1)	THE PERSONS whose names and addresses are set out in Schedule 1 (the “Sellers”, and each a “Seller”);

(2)	KENNAMETAL INC a company incorporated in Pennsylvania whose registered office is at 1600 Technology Way, Latrobe, PA 15650 USA (the “Buyer”),

together

the “Parties” and each a “Party”.

INTRODUCTION

(A)	The Company was incorporated in England and Wales on 2 December 2005 and is registered under number 05643255 as a private company limited by shares.

(B)	The Sellers have agreed to sell to the Buyer and the Buyer has agreed to purchase the Shares and certain Loan Notes in the manner and on and subject to the terms of this Agreement.

OPERATIVE PROVISIONS

1	Definitions

In this Agreement, except where a different interpretation is necessary in the context, the words and expressions set out below shall have the following meanings:


A Ordinary Shares		1,045,588 issued A ordinary shares of €0.01 each in the capital of the Company

ACT		Advance Corporation Tax

Additional Consideration		in relation to each: (a) A Share shall mean Euro 0.000995 multiplied by X; (b) B Share shall mean Euro 0.000995 multiplied by X; (c) B Preference Share shall mean Euro 4.240830 multiplied by X; and (d) Original Loan Note shall mean such interest as has accrued from (but excluding) the date of this Agreement up to (and including) the date of Completion, where X equals the number of days from (but excluding) the date of this Agreement up to (and including) the date of Completion. For the avoidance of doubt, the aggregate daily rate of Additional Consideration payable by the Buyer (by aggregating the amounts referred to in sub-paragraphs (a) to (d) above) shall be equal to Euro 47,500 per day

Affiliate		in relation to any body corporate (whether or not registered in the United Kingdom), any holding company or subsidiary of such body corporate or any subsidiary of a holding company of such body corporate in each case from time to time

-1-



this Agreement		this agreement including the Introduction, the operative provisions and the Schedules

Bank Indebtedness		means such amount as is notified by the Management Sellers to the Buyer in the Indebtedness Schedule in accordance with clause 6.5 as being the amount required to discharge all sums owed by the Group under the the senior facility agreement between, amongst others, the Company and The Royal Bank of Scotland plc dated 9 February 2006 (as amended and restated), the mezzanine facility agreement between, amongst others, the Company and The Royal Bank of Scotland plc dated 9 February 2006 (as amended and restated) and a revolving credit facility agreement (comprising a multicurrency tranche in a Base Currency Amount of US$11 ,500,000, a tranche denominated in euros in an amount equal to €3,500,000, and a tranche denominated in euros in an amount equal to €9,000,000) at Completion including, without limitation, all accrued interest, fees (including break fees) and costs in respect of such facilities and the release of the security set out in Schedule 9 of the Warranty Agreement

B Ordinary Shares		3,136,764 issued B ordinary shares of €0.01 each in the capital of the Company

B Preference Shares		10,000 issued B preference shares of €0.01 each in the capital of the Company

Budgeted Figures		has the meaning given in the Warranty Agreement

Business		collectively, the businesses of the Company and of each of the Subsidiaries at the date hereof

Business Day		a day other than a Saturday, Sunday or public holiday in England and Wales or in Pennsylvania USA

Buyer Warranties		the warranties given by the Buyer in clause 10 and Schedule 3 and each buyer warranty statement shall be a “Buyer Warranty”

Buyer’s Group		the Buyer and any of its Affiliates including, following Completion, the Companies

Buyer’s Solicitors		CMS Cameron McKenna LLP of Mitre House,160 Aldersgate Street, London EC1A 4DD

C Ordinary Shares		11,090 issued C ordinary shares of €10.00 each in the capital of the Company

the Companies		the Company and the Subsidiaries and each of them

the Company		Deloro Stellite Holdings 1 Limited, short particulars of which are set out in Part 1 of Schedule 4 of the Warranty Agreement

Completion		completion of the sale and purchase of the Shares in accordance with the terms of clause 7

Condition(s)		the condition(s) described in clause 5

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Confidential Information		all technical, financial, commercial and other information of a confidential nature relating to the Business, including without limitation, trade secrets, know-how, inventions, product information and unpublished information relating to Intellectual Property, object code and source code relating to software, marketing and business plans, projections, current or projected plans or internal affairs of the Companies, secret or confidential information, current and/or prospective suppliers and customers (including any customer or supplier lists) and any other person who has had material dealings with them

Connected Persons		shall have the meaning: (a) in relation to a Management Seller, as set out in section 1122 of the CTA; and (b) in relation to a DS Seller, as set out in section 1122 of the Corporation Tax Act 2010 but excluding (i) all investee companies of the DS Sellers and their Affiliates; and (ii) all limited partners of the DS Sellers and their Affiliates, save that no Seller shall be deemed to be connected with another Seller by reason of being parties to the existing shareholder arrangements in respect of the Company

Consideration		the aggregate of the Initial Consideration and the Additional Consideration

CTA		the Corporation Tax Act 2010

D Ordinary Shares		104,834 issued D ordinary shares of €0.01 each in the capital of the Company

Disclosed		has the meaning given in the Warranty Agreement

Disclosure Documents		the Disclosure Letter and the documents attached thereto as listed in the schedule annexed to the Disclosure Letter

Disclosure Letter		a letter in the agreed form dated on or before the date of this Agreement from the Sellers to the Buyer, delivered to the Buyer immediately before execution of this Agreement, for which the Buyer has acknowledged receipt

DS Loan Notes		the unsecured loan notes of €15,000,000 principal aggregate amount constituted by investor loan agreements between the Company, Duke Street V Limited and Duke Street Capital V GmbH & Co. KG and signed June and July 2009 (a proportion of which have subsequently been assigned to Andrew Caffyn and Hans Nilsson) and which are in each case subject to the waivers given pursuant to the Loan Note Resolutions

DS Sellers		those persons whose names are listed at (1) to (3) (inclusive) of Schedule 1

DS Sellers’ Group		the DS Sellers and any of their Affiliates but excluding the Companies

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Encumbrance		any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement

French Medical Business		the entire issued share capital of ATS Stellite SAS, a French private limited company identified under number 325 698 314, and its subsidiaries

Group Companies		means the Company and its Subsidiaries as at the date of this Agreement, each being a “Group Company”

Indebtedness Date		the date falling not more than 10 Business Days but not less than 5 Business Days prior to Completion

Indebtedness Schedule		the schedule to be provided by the Management Sellers to the Buyer pursuant to clause 6.5

Initial Consideration		Euro 190,335,273

Intellectual Property		patents, trade marks, service marks, registered designs, trade names, business names, domain names, rights in designs, copyright, computer software and database rights, rights in know-how and other intellectual property rights whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect anywhere in the world together with all rights of action, remedies, benefits and powers relating to any of the foregoing

Leakage		has the meaning given in Schedule 5

Loan Notes		means the DS Loan Notes, the Management Loan Notes and the Original Loan Notes

Loan Note Resolutions		the written resolutions of the holders of the Management Loan Notes; and the letter of waiver signed between the Company and the holders of the DS Loan Notes (in each case in the agreed form) pursuant to which certain terms of the Loan Notes are to be varied or waived prior to Completion

Locked Box Accounts		the consolidated management accounts for the Group for the month ending on the Locked Box Date, copies of which are included in the Disclosure Documents

Locked Box Claim		a claim for breach of clause 4 and/or Schedule 5

Locked Box Date		30 September 2011

LTIP Amount		the aggregate amount payable to the participants of the Group LTIP and all associated payroll taxes and social security contributions (excluding employer’s (but not employee) social security contributions) payable thereon (being an amount not in excess of €2,574,422)

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Management Bonuses		the aggregate amount of exit bonus payments and all tax and employee social security contributions payable thereon agreed between the DS Sellers and the relevant individuals on or prior to Completion (in an aggregate amount of €3,480,146)

Management Loan Notes		the unsecured loan notes issued pursuant to an instrument constituting 1,065,680 unsecured loan notes constituted by the Company in 2009 as amended by the Loan Note Resolutions

Management Sellers		the persons whose names are set out at rows 5, 6, 8, 10, 12, 14, and 19 of the table at Schedule 1, each a “Management Seller”

Management Sellers’ Representatives		Andrew Caffyn and John Neil Fleming

Material Adverse Change		means the occurrence between the date of this Agreement and Completion (both inclusive) of any event, circumstance or change which results, or is reasonably likely to result in either: (A) the revocation or restriction of the existing authorisations (required by law or regulation) of any Group Company in relation to a Relevant Facility which prevents operation of the Relevant Facility; or (B) the inability of any Group Company to operate any Relevant Facility, and in either case directly results or is likely to result in a reduction of revenue for that Relevant Facility of more than 50% from the revenue for the 3 month period commencing from the occurrence of such event, circumstance or change compared with the revenue for that Relevant Facility’s corresponding 3 month period in the 2011 Budget; or (C) a breach of any Title Warranty if any such Title Warranty were to be repeated immediately before Completion. In determining whether such an event, circumstance or change has occurred any event, circumstance or change arising from any of the following shall not be taken into account and shall be excluded: (i) changes in stock markets or other general economic conditions; (ii) changes in conditions generally affecting the industry in which the Group operates; or (iii) changes in laws, regulations or accounting policies, provided in the case of changes falling within (i) and (ii) above such changes do not adversely affect any Group Company or the Group as a whole in a clearly disproportionate manner when compared to other companies or businesses operating in the same industry

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MFS		Microfusione Stellite S.p.A (Italy), being a Subsidiary of the Company

Non-Disclosable Information		all information (including but not limited to Confidential Information) which relates to:

		(a) the Company and/or the Subsidiaries and/or their respective Affiliates;

		(b) any aspect of the Business;

		(c) the provisions of this Agreement;

		(d) the negotiations relating to this Agreement;

		(e) the subject matter of this Agreement; or

		(f) the Buyer and any of its Affiliates from time to time

Original Loan Notes		the unsecured loan notes of €2,371,072.64 principal amount constituted by an investor loan agreement dated on or around the date of this Agreement in the agreed form between the Company, Duke Street V Limited and Duke Street Capital V GmbH & Co. KG referring to a loan made on 5 October 2006

Permitted Leakage		a payment set out in Schedule 6 and “Permitted Leakage” means all of those payments

Preference shares		46,979,937 issued Preference shares of €0.01 each in the capital of the Company

Proceedings		any proceeding, suit or action arising out of or in connection with this Agreement, whether contractual or non-contractual

Properties		the freehold and leasehold properties short particulars of which appear in Parts 1 and 2 of Schedule 4 of the Warranty Agreement and references to “the Properties” shall extend to any part or parts thereof

Relevant Facilities		the facilities of the Group Companies located in Pieve Emanuele, Milan, Shanghai, Koblenz, Belleville and Goshen

Relevant Jurisdiction		the jurisdiction listed at Schedule 7

Sellers’ Representatives		means Charlie Troup and Jason Lawford or such persons as may be notified by the DS Sellers to the Buyer in writing

Sellers’ Solicitors		SJ Berwin LLP of 10 Queen Street Place, London EC4R 1BE

Service Document		has the meaning given in the Warranty Agreement

Shares		the A Ordinary Shares, B Ordinary Shares, C Ordinary Shares, D Ordinary Shares, Preference Shares and B Preference Shares

Subsidiaries		those companies or other persons (whether or not registered in the United Kingdom) short particulars of which appear in Part 2 of Schedule 4 of the Warranty Agreement and the expression “Subsidiary” shall mean any one of the Subsidiaries

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		Tax Authority		means any governmental, state or municipality and any local, state, federal or other authority body or official anywhere in the world exercising a fiscal, revenue, customs or excise function

		Tax Covenant		has the meaning given in the Warranty Agreement

		Taxation		any form of taxation and any levy, duty, charge, contribution, withholding or impost in the nature of taxation (including any related fine, penalty, surcharge or interest)

		Title Warranties		the Warranties set out at Schedule 8 of this Agreement and each shall be a “Title Warranty”

		VAT		Value Added Tax

		VATA		the Value Added Tax Act 1994

		Warranties		has the meaning given in the Warranty Agreement

		Warranty Agreement		the warranty agreement between the Buyer and the Warrantors entered into on or around today’s date in the agreed form

		Warrantors		the persons whose names are set out in Schedule 1 of the Warranty Agreement, each a “Warrantor”

2	Sale and purchase of the Shares and the Loan Notes

2.1

Each of the Sellers shall sell with effect from Completion and in accordance with the terms of this Agreement, and the Buyer shall purchase all of the Shares and the Loan Notes set opposite that Seller’s name at Schedule 1, together with all rights attaching to them at Completion and free from all Encumbrances.

2.2	The Buyer shall not be obliged to complete the purchase of any of the Shares or the Loan Notes unless the purchase of all the Shares and the Loan Notes is completed simultaneously.

2.3

Each Seller covenants, in relation to the Shares and/or (where applicable) the Loan Notes to be transferred by him or it pursuant to this Agreement, that he or it has the right to transfer the legal and beneficial title to such Shares and/or (where applicable) the Loan Notes and that they are free from all Encumbrances. Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 shall not apply to any disposition made under or pursuant to this Agreement.

2.4	Each of the Sellers waives all rights of pre-emption or similar rights over any of the Shares or the Loan Notes, as the case may be, conferred on him either by the articles of association of the Company or in any other way.

3	Consideration

3.1	In consideration of the sale of the Shares and the Loan Notes in accordance with the terms of this Agreement, the Buyer shall pay the Initial Consideration together with the Additional Consideration.

3.2	The Consideration shall be payable by the Buyer in cash on Completion in accordance with clause 7 (Completion).

3.3

Any payment made by the Sellers to the Buyer under or in respect of any breach of this Agreement (including, without limitation, in respect of any claim for breach of the Warranties or any indemnity contained in this Agreement) shall be and shall be deemed to be a reduction in the price paid for the Shares under this Agreement to the extent legally possible.

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4	Locked box

Each of the Management Sellers and each of the DS Sellers warrants, undertakes and covenants to the Buyer in the terms of Schedule 5.

5	Condition

5.1

Completion of this Agreement is conditional upon the necessary filings, notifications or applications having been made to the relevant competition authorities in the Relevant Jurisdiction and those consents and clearances that are necessary or required by the national merger control rules, anti-trust or similar legislation in the Relevant Jurisdiction having been obtained to the satisfaction of the DS Sellers, Management Sellers’ Representatives and the Buyer, each acting reasonably and any waiting or other time or limitation periods under such rules having expired, lapsed, been waived or otherwise terminated in respect of the transaction contemplated by this Agreement.

5.2	The Buyer and Management Sellers’ Representatives shall use all reasonable endeavours to procure the satisfaction of the Condition contained in clause 5.1.

5.3

The Buyer shall submit to the relevant competition authorities in the Relevant Jurisdiction the applications for consent to and/or clearance of the transaction contemplated by this Agreement together with all other documents required by the competition authorities in the Relevant Jurisdiction as soon as reasonably practicable and in any event no later than 5 Business Days after the date of this Agreement. Without prejudice to the foregoing:

(a)

the Buyer and Management Sellers’ Representatives shall (and shall procure (so far as they are able) that its respective advisers shall) make available all necessary information and assistance reasonably required for the preparation of, and consult with each other with respect to, the filings referred to in clause 5.1. The Buyer shall provide the DS Sellers, the Management Sellers’ Representatives and the Sellers’ Solicitors and advisers with a reasonable opportunity to review such filings prior to their submission to the relevant competition authorities;

(b)

the filings to the relevant competition authorities in the Relevant Jurisdiction shall not be submitted to the authorities without the Sellers’ Solicitors’ prior explicit consent as regards the information and matters relating to any of the Sellers (such consent not to be unreasonably withheld or delayed taking into account the Buyer’s obligation to submit the relevant application within 5 Business Days after the date of this Agreement);

(c)

all requests and enquiries from any government, governmental, supranational or trade agency, court or regulatory body shall be dealt with by the Buyer in consultation with the Sellers’ Solicitors. The Management Sellers’ Representatives and the Buyer shall promptly co-operate and provide all necessary information and assistance reasonably required by such government, agency, court or body upon being requested to do so by the other;

(d)

the Buyer shall promptly notify the Sellers’ Solicitors of any communications from and/or to the competition authorities in the Relevant Jurisdiction in relation to the transaction contemplated by this Agreement, as soon as practicable (but in any event within two Business Days of receipt and/or response to such communications), and provide the Sellers’ Solicitors with copies thereof; and

(e)

the Buyer shall keep the DS Sellers, the Management Sellers’ Representatives regularly updated and informed on the progress of the filings made in the Relevant Jurisdiction, informing the Sellers’ Solicitors regularly (at least on a weekly basis) on such progress; and

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(f)

the Buyer shall allow persons nominated by the DS Sellers, the Management Sellers’ Representatives and the advisers of the DS Sellers and the Management Sellers or (in the case of meetings where information that is confidential and commercially sensitive to the Buyer is to be discussed) the Sellers’ Solicitors, to attend all meetings (and all telephone conversations) with the competition authorities in the Relevant Jurisdiction as deemed appropriate in the Buyer’s reasonable judgement after consultation with the Sellers’ Solicitors, and, where appropriate, to make written submissions provided that any such submissions shall first be communicated to and agreed with the Buyer.

5.4

If the Condition has not been satisfied in full on or before 31 May 2012 this Agreement shall then lapse (other than clauses 1 (Definitions), this clause 5.4, 12 (Announcements), 13 (Confidentiality), 17 (Costs and expenses), 29 (Governing law) and 30 (Jurisdiction) which shall remain in full force and effect) and no party to this Agreement shall have any liability to any other party under this Agreement or in respect of the subject matter of this Agreement save in respect of any liabilities which have accrued prior to the Agreement lapsing or in relation to the clauses of this Agreement which remain in force.

5.5	Promptly, and in any case within two Business Days of a party becoming aware of the Condition becoming satisfied, either:

(a)

in the event that any Seller becomes aware of the Condition becoming satisfied, such Seller shall give notice to the Buyer of the satisfaction of the Condition; or

(b)

in the event that the Buyer becomes aware of the Condition becoming satisfied, the Buyer shall give notice to the Sellers’ Representatives and the Management Sellers’ Representatives of the satisfaction of the Condition.

6	Position pending Completion

6.1	Each of the Management Sellers covenants with and undertakes to the Buyer in respect of himself to comply with the provisions of Schedule 4.

6.2	Each of the DS Sellers covenants with and undertakes to the Buyer in respect of itself to exercise its voting rights both at shareholder and board level of the Company to comply with the provisions of Schedule 4.

6.3

To the extent that such liability does not arise as a result of fraud by or on behalf of that Seller, no claim for breach of the undertakings and covenants given in this clause 6 or Schedule 4 shall be brought against any of the Management Sellers or DS Sellers unless the Buyer shall have given to the Sellers’ Representatives written notice of such claim specifying (in reasonable detail) the matter which gives rise to the claim, the nature of the claim and, if practicable, the amount claimed in respect thereof within 24 months of the Completion Date.

6.4	No Seller shall be liable for any claim for breach of this clause 6 or Schedule 4 if:

(a)

the alleged breach is remedied within 30 days of the date on which the breach occurs and as a consequence, and following such remedy, no loss, cost or expense is suffered or incurred by any of the Companies or the Buyer; or

(b)

the Buyer expressly waives its right to such a claim.

6.5	On the Indebtedness Date, the Management Sellers shall deliver to the Buyer the Indebtedness Schedule without giving any warranty or representation as to its accuracy.

6.6

Neil Fleming shall co-operate with and provide such assistance as is reasonably requested by the Buyer in order to ensure that bank mandates for each of the Group’s operational bank accounts are able to be updated to reflect the signatories of the Buyer (as nominated by the Buyer) immediately following Completion, such assistance to include completion of the necessary

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documentation (with input from the Buyer as required) and forwarding such documentation to the bank(s) for processing prior to Completion, provided that the Group’s operational bank accounts shall be identified by the Buyer and a list of such accounts provided to Neil Fleming no later than 31 January 2012.

Completion

7.1

Completion shall take place at the offices of the Buyer’s Solicitors (or any other location agreed upon by the DS Sellers, the Management Sellers’ Representatives and the Buyer) as soon as practicable following satisfaction or waiver of the Condition and in any event within five Business Days of the satisfaction of the Condition.

7.2	At Completion:

(a)

each Seller shall deliver or cause to be delivered to the Buyer the items listed in Part 1 of Schedule 2 (the Buyer receiving them, where appropriate, as agent for the Company or the Subsidiaries) provided that each of the Sellers shall be liable to deliver or cause to be delivered such documents in respect of himself or itself only and not in respect of any other Seller;

(b)

each of the Management Sellers shall deliver or cause to be delivered to the Buyer the items listed in Part 2 of Schedule 2 (the Buyer receiving them, where appropriate, as an agent for the Company or the Subsidiaries);

(c)

the Buyer shall deliver or cause to be delivered to the Sellers the items listed in Part 3 of Schedule 2;

(d)

the Buyer shall procure the delivery to the Sellers’ Solicitors for the account of the Sellers of an electronic transfer in favour of the Sellers’ Solicitors for the amount of the Consideration;

(e)

the Buyer shall loan an amount equal to the amount of the Bank Indebtedness which is owed by Deloro Stellite Inc. (“DSI”) (at signing approximately €23,500,000) (the “Canadian Indebtedness”) to Deloro Stellite Holdings 3 Limited (“DSH3”) following which DSH3 shall pay an amount equal to the Canadian Indebtedness in part repayment of the intra-group debt owed by DSH3 to MFS, following which an amount equal to the Canadian Indebtedness shall be further on lent by MFS to DSI to enable repayment of that part of the Bank Indebtedness equal to the Canadian Indebtedness by DSI; and

(f)

the Buyer shall procure the repayment by or on behalf of the relevant Group Company of such amount as is equal to the Bank Indebtedness by an electronic transfer in favour of The Royal Bank of Scotland Plc, such account entries having previously been made to reflect the loans and payments referred to in clause 7.2(e).

7.3	Notwithstanding clause 7.2(d) above, the amount unpaid on partly paid or nil paid Shares or Loan Notes (being €1,166,528 in aggregate) shall be deducted by the Buyer from the Consideration and paid directly by the Buyer to the Company.

7.4

Not less than 5 Business Days prior to Completion, each of the Management Sellers, in respect of himself only, shall notify the Buyer and the DS Sellers in writing of the amount of the Management Bonuses (and relevant tax, employee’s and employer’s social security contributions relating thereto) to be paid to him promptly following agreement of the same and in any event prior to Completion. Not less than 5 Business Days prior to Completion, the Company shall provide to the Buyer and the DS Sellers the same details in respect of the payment of Management Bonuses to individuals who are not Management Sellers. On or prior to Completion, the DS Sellers shall pay or procure the payment to the Company (on behalf of the relevant Group Company) of an amount equal to any such tax and employee’s and employer’s social security contributions (as have been

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identified by the Management Sellers and/or the Company pursuant to this clause) on such Management Bonuses and the Buyer shall procure that such amount is paid to the relevant Tax Authorities at the relevant time.

7.5

On or prior to Completion, the Company shall pay or shall procure the payment of an amount equal to the LTIP Amount by the Company (net of applicable tax and employee (but not employer) social security contributions thereon) to the relevant individual participants in the LTIP. The Management Sellers shall, not less than 5 Business Days prior to Completion, notify the Buyer in writing of the amount of the LTIP Amount (and relevant tax, employee’s and employer’s social security contributions relating thereto) to be paid to each individual promptly following agreement of the same and in any event prior to Completion.

7.6

Each of the Sellers agrees that the Sellers’ Solicitors shall be authorised to deduct from the Consideration payable to such Seller the proportion of the costs and expenses incurred in relation to the negotiation, preparation, execution, performance and implementation of this Agreement and each document referred to in it and other agreements forming part of the transaction, pro rata to the agreed form schedule or as otherwise may be agreed by the Sellers’ Representatives and the Management Sellers’ Representatives. The Sellers’ Solicitors are irrevocably instructed to pay from the Consideration such costs direct to the relevant advisers and suppliers on behalf of the Sellers.

7.7	Payment to the Sellers’ Solicitors of the Consideration in accordance with clause 7.2(d) shall be a complete discharge to the Buyer of its obligation to pay the Consideration to the Sellers, and the Buyer shall not be concerned with the distribution of the Consideration.

7.8

The Management Sellers hereby agree that they shall procure (insofar as they are reasonably able and without incurring any personal cost and liability) the implementation and execution of such documentation by the relevant Group Companies (including as to terms of repayment and interest in respect of the loans) as may be reasonably required by the Buyer in order to reflect the loans and payments equal to the Canadian Indebtedness and other actions referred to in clause 7.2(e) above.

8	Termination

8.1	If a Material Adverse Change occurs then:

(a)

the party that first becomes aware of such occurrence shall notify the other party in writing of such occurrence as soon as reasonably practicable; and

(b)

the Buyer may within whichever is the shorter of the periods of (i) the period ended on either the fifth Business Day after the day during which satisfaction of the Condition takes place or, if earlier, the date of Completion; and (ii) 10 Business Days following the notice in (a), terminate this Agreement by notice in writing to the Sellers, such notice having immediate effect.

8.2

Upon such termination notice as is referred to in clause 8.1 being given this Agreement shall lapse and none of the Parties shall have any further rights or obligations against any other Party hereunder, except under clauses 1(Definitions), 8 (Termination), 12 (Announcements) and 13 (Confidentiality), 17 (Costs and expenses), 25 (Notices), 29 (Governing law) and 30 (Jurisdiction) which shall continue to apply, provided always that the parties’ accrued rights and obligations, including any rights they may have in respect of any antecedent breach of this Agreement, shall not be affected.

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9	Seller Warranties

9.1	Each of the Sellers warrants to the Buyer as at the date of this Agreement and the date of Completion, on his own behalf and in respect of the Shares held by him, in the terms of the Title Warranties in Schedule 8.

9.2

The Buyer acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than those expressly set out in this Agreement, the Warranty Agreement and/or the Tax Covenant and acknowledges that none of the Sellers or the Companies or any of their agents, officers or employees have given any such warranties, representations, covenants, undertakings, indemnities or other statements.

9.3

Subject always to clause 8, the sole remedy of the Buyer for any breach of any of the Warranties or any other breach of this Agreement by any Seller shall be an action for damages. Subject always to clause 8, the Buyer shall not be entitled to rescind or terminate this Agreement in any circumstances whatsoever, other than any such right in respect of fraudulent misrepresentation.

10	Buyer Warranties

10.1	The Buyer warrants to each of the Sellers in the terms of the Buyer Warranties in Schedule 3.

10.2	The Buyer acknowledges that the Sellers have entered into this Agreement in reliance on the Buyer Warranties.

10.3	The Buyer Warranties shall be deemed to be repeated immediately before Completion with reference to the facts and circumstances then existing.

11	Several Liability

The Sellers shall be severally liable for all warranties, undertakings, covenants, agreements and obligations given or entered into by them in this Agreement or the Warranty Agreement.

12	Announcements

12.1

Except to the extent otherwise expressly permitted by this Agreement, the parties shall not make any public announcement or issue a press release or respond to any enquiry from the press or other media concerning or relating to this Agreement or its subject matter or any ancillary matter other than any announcement in the agreed form.

12.2	Notwithstanding any other provision in this Agreement, either party may, after consultation with the other party whenever practicable, make or permit to be made an announcement concerning or relating to this Agreement or its subject matter or any ancillary matter if and to the extent required by:

(a)

law;

(b)

any securities exchange on which either party’s securities are listed or traded; or

(c)

any regulatory or governmental or other authority with relevant powers to which either party is subject or submits, whether or not the requirement has the force of law.

13	Confidentiality

13.1

Each of the Sellers (in respect of itself) and the Buyer hereby undertakes that it shall both during and after the term of this Agreement preserve the confidentiality of the Non-Disclosable Information, and except to the extent otherwise expressly permitted by this Agreement, not directly or indirectly reveal, report, publish, disclose or transfer or use for its own or any other purposes such Non-Disclosable Information.

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13.2

Notwithstanding any other provision in this Agreement, the Buyer may, after consultation with the Sellers’ Representatives and the Management Sellers’ Representatives whenever practicable, and the Sellers may, after consultation with the Buyer whenever practicable, disclose Non-Disclosable Information if and to the extent:

(a)

required by law;

(b)

required by any securities exchange on which either party’s securities are listed or traded;

(c)

required by any regulatory or governmental or other authority with relevant powers to which either party is subject or submits (whether or not the authority has the force of law);

(d)

required to vest the full benefit of this Agreement in that party or to enforce any of the rights of that party in this Agreement;

(e)

required by its professional advisers, officers, employees, consultants, subcontractors or agents to provide their services (and subject always to similar duties of confidentiality);

(f)

that information is in or has come into the public domain through no fault of that party;

(g)

the other party has given prior written consent to the disclosure; or

(h)

it is necessary to obtain any relevant tax clearances from any appropriate Tax Authority.

13.3	Notwithstanding any other provision in this Agreement, the DS Sellers may disclose Non-Disclosable Information to the following:

(a)

any fund promoted, advised or managed by Duke Street Capital LLP or its Affiliates;

(b)

any entity over which such fund has control;

(c)

any investor or proposed investor in, or coinvestor with, such fund; or

(d)

its Affiliates.

13.4	The restrictions contained in this clause 13 shall continue to apply after Completion without limit in time.

14	Entire agreement

14.1

This Agreement and the Warranty Agreement and the documents referred to or incorporated in this Agreement and the Warranty Agreement constitute the entire agreement between the parties relating to the subject matter of this Agreement and supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in relation to the subject matter of this Agreement.

14.2	Each of the parties acknowledges and agrees that it has not entered into this Agreement in reliance on any statement or representation of any person (whether a party to this Agreement or not) other than as expressly incorporated in this Agreement or the Warranty Agreement.

14.3	Nothing in this Agreement, or in any other document referred to herein shall be read or construed as excluding any liability for a Party or remedy as a result of fraud by that Party.

14.4

Without limiting the generality of the foregoing but subject always to clause 8, each of the parties irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or to rescind this Agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person (whether party to this Agreement or not) and upon which it has relied in entering into this Agreement.

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14.5	Each of the parties acknowledges and agrees, save in the case of fraud or fraudulent misrepresentation and subject always to clause 8, that the only cause of action available to it under the terms of this Agreement shall be for breach of contract.

15	Cumulative rights

The rights of the Buyer under this Agreement are independent, cumulative and without prejudice to all other rights available to it whether as a matter of common law, statute, custom or otherwise.

16	Assignment and transfer

16.1

This Agreement is personal to the parties and except as provided in clause 16.2 or 16.3 below, no party may assign, transfer, subcontract, delegate, charge or otherwise deal in any other manner with this Agreement or any of its rights or obligations nor grant, declare, create or dispose of any right or interest in it without the prior written consent of the other party.

16.2

Notwithstanding clause 16.1, the DS Sellers may assign, transfer, subcontract, delegate, charge or otherwise deal in any other manner with any of their rights under this Agreement or grant, declare, create or dispose of any right or interest (but not, for the avoidance of doubt, any liability or obligation) in it to any of the following:

(a)

any fund promoted, advised or managed by Duke Street Capital LLP or its Affiliates; or

(b)

any entity over which such fund has control; or

(c)

any investor or proposed investor in, or coinvestor with, such fund; or

(d)

its Affiliates.

16.3

Notwithstanding clause 16.1, the Buyer is permitted to assign the benefit of, and any of its rights under, this Agreement (including under the Title Warranties) together with any cause of action arising in connection with any of them (but not, for the avoidance of doubt, any liability or obligation) to its successor in title or to any member of the Buyer’s Group provided that:

(a)

if such assignee ceases to be a member of the Buyer’s Group such benefits, rights and causes of action shall be reassigned to the Buyer within 14 days or shall be extinguished; and

(b)

the liability of the Sellers or any of them shall not be increased.

16.4	Any purported assignment, transfer, subcontracting, delegation, charging or dealing in contravention of this clause shall be ineffective.

17	Costs and expenses

Except as otherwise stated in this Agreement, each party shall pay its own costs and expenses in relation to the negotiation, preparation, execution, performance and implementation of this Agreement and each document referred to in it and other agreements forming part of the transaction, save that this clause shall not prejudice the right of either party to seek to recover its costs in any litigation or dispute resolution procedure which may arise out of this Agreement.

18	Interest on late payments

18.1	If a party fails to pay any sum payable by it on the due date for payment under this Agreement, it shall pay interest on the overdue sum for the period from and including the due date of payment up to the date of actual payment (after as well as before judgment) in accordance with clause 18.2.

18.2	The interest referred to in clause 18.1 shall accrue from day to day and shall be paid on demand at the rate of 10 per cent above the base rate from time to time of Barclays Bank plc.

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19	No set-off

All payments to be made under this Agreement shall be made in full without any set-off or counterclaim and free from any deduction or withholding save as may be required by law in which event such deduction or withholding shall not exceed the minimum amount which it is required by law to deduct or withhold and the payer will simultaneously pay to the payee such additional amounts as will result in the receipt by the payee of a net amount equal to the full amount which would otherwise have been receivable had no such deduction or withholding been required.

20	Exchange Rate

For the purposes of calculating the foreign currency equivalent of any amount under this Agreement and the Warranty Agreement, the currency exchange rate used shall be the rate set opposite the relevant currencies in Schedule 9.

21	Waiver

21.1

A waiver of any right, power, privilege or remedy provided by this Agreement must be in writing and may be given subject to any conditions thought fit by the grantor. For the avoidance of doubt, any omission to exercise, or delay in exercising, any right, power, privilege or remedy provided by this Agreement shall not constitute a waiver of that or any other right, power, privilege or remedy.

21.2

A waiver of any right, power, privilege or remedy provided by this Agreement shall not constitute a waiver of any other breach or default by the other party and shall not constitute a continuing waiver of the right, power, privilege or remedy waived or a waiver of any other right, power, privilege or remedy.

21.3	Any single or partial exercise of any right, power, privilege or remedy arising under this Agreement shall not preclude or impair any other or further exercise of that or any other right, power, privilege or remedy.

22	Variation

Any variation of this Agreement or of any of the documents referred to in it is valid only if it is in writing and signed by or on behalf of:

(a)

the Buyer;

(b)

the DS Sellers; and

(c)

the Management Sellers’ Representatives on behalf of the Management Sellers.

23	Severance

23.1	If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired.

23.2

If any provision of this Agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, or the period of the obligation reduced in time, or the range of activities or area covered, reduced in scope, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.

24	Further assurance

Each of the Sellers shall use its reasonable endeavours from time to time on or following Completion, on that Seller being required to do so by the Buyer, to do all such acts and/or execute on its own behalf all such documents for giving full effect to this Agreement and securing to the Buyer the full benefit of the rights, powers, privileges and remedies conferred upon the Buyer in

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this Agreement provided that no Seller shall be obliged to incur any costs in connection with such acts.

25	Notices

25.1	Any communication to be given in connection with this Agreement shall be in writing in English except where expressly provided otherwise and shall either be delivered by hand or sent by first class prepaid post or fax. Delivery by courier shall be regarded as delivery by hand.

25.2

Such communication shall be sent to the address of the relevant party referred to in this Agreement or the fax number set out below or to such other address or fax number as may previously have been communicated to the other party in accordance with this clause 25.2 and clause 25.5. Each communication shall be marked for the attention of the relevant person.


Party	Fax number	For the attention of:
Duke Street Capital LLP on behalf of the DS Sellers and a copy to	+44 020 7663 8501	Charlie Troup and Jason Lawford

SJ Berwin LLP, 10 Queen Street Place, London EC4R 1BE UK	+44 020 7111 2000	Tim Wright

Management Sellers Representatives on behalf of the Management Sellers and a copy to	N/A	Andrew Caffyn and John Neil Fleming

SJ Berwin LLP, 10 Queen Street Place, London EC4R 1BE UK	+44 020 7111 2000	Tim Wright

Buyer	+1 724 539 3839	Kevin G. Nowe (Vice President, Secretary and General Counsel)

25.3	A communication shall be deemed to have been served:

(a)

if delivered by hand at the address referred to in Schedule 1, at the time of delivery;

(b)

if sent by first class prepaid post to the address referred to in Schedule 1, at the expiration of two clear days after the time of posting; and

(c)

if sent by fax to the number referred to in clause 25.2, at the time of completion of transmission by the sender.

If a communication would otherwise be deemed to have been delivered outside normal business hours (being 9:30 a.m. to 5:30 p.m. on a Business Day) in the time zone of the territory of the recipient under the preceding provisions of this clause 25, it shall be deemed to have been delivered at the next opening of such business hours in the territory of the recipient.

25.4

In proving service of the communication, it shall be sufficient to show that delivery by hand was made or that the envelope containing the communication was properly addressed and posted as a first class prepaid letter or that the fax was despatched and a confirmatory transmission report received , whether or not opened or read by the recipient.

25.5	A party may notify the other parties to this Agreement of a change to its name, relevant person, address or fax number for the purposes of clause 25.2 provided that such notification shall only be effective on:

(a)

the date specified in the notification as the date on which the change is to take place; or

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(b)

if no date is specified or the date specified is less than five clear Business Days after the date on which notice is deemed to have been served, the date falling five clear Business Days after notice of any such change is deemed to have been given.

25.6	For the avoidance of doubt (and unless otherwise expressly agreed in writing by the recipient), any notice shall not be validly served if sent by electronic mail.

25.7

For the avoidance of doubt, the parties agree that the provisions of clauses 25, 25.2, 25.3, 25.4 and 25.5 shall not apply in relation to the service of any claim form, application notice, order, judgment or other document relating to or in connection with any proceeding, suit or action arising out of or in connection with this Agreement.

26	Agent for service

26.1

The Buyer irrevocably appoints Kennametal UK Limited of Building 14, First Avenue, The Pensnett Trading Estate, Kingswinford, West Midlands, DY6 7NP, United Kingdom (for the attention of: Andy Godwin (Finance Director)), to be its agent for the receipt of Service Documents. It agrees that any Service Document may be effectively served on it in connection with Proceedings in England and Wales by service on its agent affected in any manner permitted by the Civil Procedure Rules.

26.2

If the agent at any time ceases for any reason to act as such the Buyer shall appoint a replacement agent having an address for service in England and Wales and shall notify the Sellers’ Representatives and the Management Sellers’ Representatives of the name and address of the replacement agent. Failing such appointment and notification, the Sellers’ Representatives and the Management Sellers’ Representatives shall be entitled by notice to the Buyer to appoint a replacement agent to act on behalf of the Buyer. The provisions of this clause applying to service on an agent apply equally to service on a replacement agent.

26.3	A copy of any Service Document served on an agent shall be sent by post to the Buyer. Failure or delay in so doing shall not prejudice the effectiveness of service of the Service Document.

27	Counterparts

This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all the counterparts shall together constitute one and the same agreement.

28	Governing language

28.1	This Agreement is in English.

28.2	If this Agreement is translated into any language other than English, the English language text shall prevail in any event.

28.3

Each notice, instrument, certificate or other communication to be given by one party to another in this Agreement or in connection with this Agreement shall be in English (being the language of negotiation of this Agreement) and if such notice, instrument, certificate or other communication or this Agreement is translated into any other language, the English language text shall prevail.

29	Governing law

This Agreement is governed by and is to be construed in accordance with English law.

30	Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement in respect of any claim brought against the Sellers (or any of them) and shall have exclusive jurisdiction in respect of any claim brought by the Sellers (or any of them).

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31	Interpretation

31.1	The clause and paragraph headings and the table of contents used in this Agreement are inserted for ease of reference only and shall not affect construction.

31.2	References in this Agreement and the Schedules to the parties, the Introduction, Schedules and clauses are references respectively to the parties, the Introduction and Schedules to and clauses of this Agreement.

31.3	References to documents “in the agreed form” are to documents in terms agreed between the parties prior to execution of this Agreement.

31.4	References to “writing” or “written” includes any other non-transitory form of visible reproduction of words.

31.5	References to times of the day are to that time in London and references to a day are to a period of 24 hours running from midnight.

31.6	References to any English legal term or legal concept shall in respect of any jurisdiction other than England be deemed to include that which most approximates in that jurisdiction to such English legal term or legal concept.

31.7	References to persons shall include bodies corporate, unincorporated associations, limited partnerships and partnerships, in each case whether or not having a separate legal personality.

31.8

References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things.

31.9

Save where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.

31.10

References to statutory provisions, enactments or EC Directives shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such provision, enactment or Directive (whether before or after the date of this Agreement), to any previous enactment which has been replaced or amended and to any regulation, instrument or order or other subordinate legislation made under such provision, enactment or Directive, unless any such change imposes upon any party any liabilities or obligations which are more onerous than as at the date of this Agreement.

31.11

A company or other entity shall be a “holding company” for the purposes of this Agreement if it falls within either the meaning attributed to that term in section 1159 and Schedule 6 Companies Act 2006 or the meaning attributed to the term “parent undertaking” in section 1162 and Schedule 7 of such Act, and a company or other entity shall be a “subsidiary” for the purposes of this Agreement if it falls within any of the meanings attributed to a “subsidiary” in section 1159 and Schedule 6 Companies Act 2006 or any of the meanings attributed to the term “subsidiary undertaking” in section 1162 and Schedule 7 of such Act, and the terms “subsidiaries” and “holding companies” are to be construed accordingly, save that an undertaking shall also be treated, for the purposes only of the membership requirement contained in subsections 1162(2)(b) and (d) Companies Act 2006, as a member of another undertaking if any shares in that other undertaking are held by a person (or its nominee) by way of security or in connection with the taking of security granted by the undertaking or any of its subsidiary undertakings.

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32	Rights of third parties

Except as otherwise expressly stated, this Agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.

33	Execution

This Agreement is entered into by the parties on the date at the beginning of this Agreement.

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SCHEDULE 1

Details of the Sellers, their respective shareholdings and holdings of Loan Notes and their respective shares of the consideration


	Name	Number of shares held	Number of Loan Notes held	Consideration (€)	Address
1	Duke Street V Limited as general partner of Duke Street V UK No 1 Limited Partnership, Duke Street V UK No 2 Limited Partnership, Duke Street V UK No 3 Limited Partnership, Duke Street V US No 1 Limited Partnership, Duke Street V US No 2 Limited Partnership and Duke Street V US No 4 Limited Partnership	94,991 A Ordinary Shares 2,909,933 B Ordinary Shares 100,000 D Ordinary Shares 43,090,498 Preference Shares 7,335 B Preference Shares	13,579,994 DS Loan Notes 38,980 Management Loan Notes 2,259,589.54 Original Loan Notes	157,543,943	Nations House 103 Wigmore Street London W1U 1QS

2	DSC V Beteiligungs GmbH	49,695 B Ordinary Shares 1,667 D Ordinary Shares 727,232 Preference Shares 124 B Preference Shares	–	2,007,060	Mainzer Landstrasse 46 D-60325 Frankfurt am Main

3	Duke Street Capital V GmbH & Co KG	4,686 A Ordinary Shares 93,875 B Ordinary Shares 3,167 D Ordinary Shares 1,398,751 Preference Shares	670,006 DS Loan Notes 1,922 Management Loan Notes 111,483.10 Original Loan Notes	5,766,067	Mainzer Landstrasse 46 D-60325 Frankfurt am Main

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	Name	Number of shares held	Number of Loan Notes held	Consideration (€)	Address

		238 B Preference Shares

4	Mark Aldridge	27,882 A Ordinary Shares	–	242,739	Rustlings Park Woodlands Lane Liss Hampshire GU33 7EZ

5	Timothy Dobson Allen	52,279 A Ordinary Shares 275 B Preference Shares 3,100 C Ordinary Shares	159,249 Management Loan Notes	1,959,290	Carmel 5, Maes-y-Felin Llandow Vale of Glamorgan CF71 7PD

6	Andrew David Caffyn	230,030 A Ordinary Shares 600 B Preference Shares 2,440 C Ordinary Shares 456,732 Preference Shares	150,000 DS Loan Notes	5,129,542	Brookside High Street Upton Oxon OX11 9JE

7	Guenther Clos	83,647 A Ordinary Shares 20,038 B Ordinary Shares 314,483 Preference Shares 67 B Preference Shares	156,336 Management Loan Notes	2,175,232	Bergstrasse 3 D-56357 Weyer Germany

8	John Neil Fleming	125,471 A Ordinary Shares 32,562 B Ordinary Shares	175,210 Management Loan Notes	4,162,282	Nethercote House Nethercote Warwickshire CV23 8AS

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	Name	Number of shares held	Number of Loan Notes held	Consideration (€)	Address
		2,500 C Ordinary Shares 511,035 Preference Shares 400 B Preference Shares

9	Hans Nilsson	41,824 A Ordinary Shares 6,513 B Ordinary Shares 102,215 Preference Shares 22 B Preference Shares	600,000 DS Loan Notes	2,157,329	38, East Sheen Avenue London SW14 8AS

10	Joseph Arthur Overton	62,735 A Ordinary Shares 220 B Preference Shares	117,789 Management Loan Notes	1,691,053	355-2 Dundas Street East Belleville K8P 1B3 Canada

11	John Pawlikowski	83,647 A Ordinary Shares 20,038 B Ordinary Shares 314,483 Preference Shares 67 B Preference Shares	116,667 Management Loan Notes	2,036,391	832 Spring Grove Court Eureka Missouri 63025 USA

12	Michael Ruenz	73,191 A Ordinary Shares 240 B Preference Shares	98,159 Management Loan Notes	1,779,979	Ulmenweg 17 Urmitz 56220 Germany

13	Dan Schmidt	41,824 A Ordinary Shares	–	364,117	3710, Oakbridge Drive Elkhart IN 46517 USA

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	Name	Number of shares held	Number of Loan Notes held	Consideration (€)	Address
14	Song Ling	41,824 A Ordinary Shares 125 B Preference Shares	–	780,381	N.216 Lane 285 Ju Jin Road Pu Dong New District Shanghai 201208 China

15	John Richard Stephenson	41,824 A Ordinary Shares 4,110 B Ordinary Shares 3,050 C Ordinary Shares 64,508 Preference Shares 75 B Preference Shares	–	783,182	Primrose House Primrose Road Clitheroe Lancashire BB7 1DR

16	Eric Priestley	20,912 A Ordinary Shares 100 B Preference Shares	–	515,070	In Der Hinterzelg 4, CH8700 Kusnacht Switzerland

17	Jim Wu	10,456 A Ordinary Shares	13,793 Management Loan Notes	139,305	9330 Caddyshack Circle Sunset Hills Missouri 63127 USA

18	Olivier Arnould	8,365 A Ordinary Shares	–	72,825	3561 Chemin de la cigale 30900 Nîmes France

19	Daniel De Wet	70 B Preference Shares	96,350 Management Loan Notes	570,333	3866 Middle Woodland Dr. Inverary Ontario K0H 1X0 Canada

20	John Hussa	42 B Preference Shares	–	139,865	Otto Veniusstraat 1 2000 Antwerp Belgium

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Name

Number of

shares held

Number of Loan

Notes held

Consideration

(€)

Address

Ken Smith

–

91,225

Management Loan Notes

319,288

Route d’Oron 4 1083 Mezieres Switzerland

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SCHEDULE 2

Part 1: Documents which are to be delivered by the Sellers at Completion

1	Transfers duly executed by that Seller in favour of the Buyer in respect of the Shares and (if applicable) Loan Notes set out against his or its name at Schedule 1.

2	Notices of assignment and transfer duly signed by that Seller addressed to the Company in respect of the Original Loan Notes and DS Loan Notes set out against his or her or its name at Schedule 1.

3	Certificates for the Shares and (if applicable) Loan Notes being transferred by that Seller (or indemnities in respect thereof in the agreed form).

4	Irrevocable power of attorney, in the agreed form, executed by that Seller to enable the Buyer (during the period prior to the registration of the transfer of the Shares) to exercise all voting and other rights attaching to the Shares being transferred by that Seller.

5	In respect of any Seller who is a director or secretary of the Company or any Subsidiary and who is not remaining as such following Completion, the resignation of that Seller acknowledging and waiving any claims against the relevant Group Company.

6	Any power of attorney under which any document required to be delivered by that Seller under clause 7.2 has been executed on behalf of that Seller.

7	A termination agreement relating to the existing shareholders agreement relating to the Company duly executed by that Seller (in agreed form).

Part 2: Documents which are to be delivered by the Management Sellers at Completion

A release and duly executed discharge from each of the Companies’ bankers and all other relevant persons of any fixed or floating charges, mortgages, debentures and guarantees (other than guarantees provided by Group Companies in respect of other Group Companies) to which any of the Companies is a party together with, where applicable, Forms 403a and 403b or relevant local equivalent duly sworn and completed.

The agreed list of statutory registers (properly written up to the time immediately prior to Completion) and certificate of incorporation and change of name (if applicable) of the Company and any of the Subsidiaries which are incorporated in the United Kingdom and certified copies of the statutory registers (properly written up to the time immediately prior to Completion) of the Subsidiaries incorporated outside of the United Kingdom (excluding Deloro Stellite India Private Ltd).

3	Certified copies of the Loan Note Resolutions duly executed by each of the holders of Loan Notes and the Company (as appropriate).

4	The Tax Covenant duly executed by or on behalf of the Warrantors, Eric Priestley and John Richard Stephenson.

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Part 3: Documents which are to be delivered by the Buyer at Completion

1	A certified copy of a board resolution of the Buyer in the agreed form authorising the execution and performance by the Buyer of its obligations under this Agreement and each of the documents to be executed by the Buyer pursuant to this Agreement.

2	The Tax Covenant duly executed by or on behalf of the Buyer.

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SCHEDULE 3

Buyer Warranties

1	The Buyer is a company duly incorporated and validly existing under the laws of Pennsylvania and has the requisite power and authority to enter into and perform this Agreement and each of the documents to be executed by the Buyer pursuant to this Agreement.

2	This Agreement constitutes valid and legally binding obligations of the Buyer enforceable in accordance with their terms. Neither the entry into this Agreement nor the implementation of the transactions contemplated by it will result in:

(a)

a breach of any provision of the memorandum and articles of association of the Buyer;

(b)

a breach of, or give rise to a default under, any contract or other instrument to which the Buyer is a party or by which it is bound; or

(c)

a breach of any applicable laws or regulations or of any order, decree or judgment of any court, governmental agency or regulatory authority applicable to the Buyer or any of its assets.

Except as set out in clause 5.1 no consent or approval of, authorisation or order of any court, financial institution or any governmental, regulatory or other authority which has not been obtained or made at the date of this Agreement is required by the Buyer for the execution or completion of this Agreement.

4	Except as set out in clause 5.1, all necessary consents and approvals that are or may be required from any shareholder or creditor of the Buyer in relation to the entering into or completion of this Agreement prior to the execution and exchange of this Agreement have been obtained.

5	The Buyer has not:

(a)

entered into any arrangement or composition for the benefit of its creditors or any of them nor has it (or its agent or nominee) convened a meeting of its creditors;

(b)

submitted to its creditors or any of them a proposal under Part I Insolvency Act 1986;

(c)

entered into any arrangement, scheme, compromise, moratorium or composition with any of its creditors (whether under Part I Insolvency Act 1986 or otherwise);

(d)

made an application to the Court under section 425 Companies Act 1985 or resolved to make such an application;

(e)

presented a petition for winding up nor has a petition for winding up been presented against it which has not been withdrawn within 14 days, nor has a winding up order been made against it or a provisional liquidator appointed;

(f)

been the subject of a resolution for voluntary winding up (other than a voluntary winding up while solvent for the purposes of an amalgamation or reconstruction which has the prior written approval of the other party) nor has a meeting of its shareholders been called to consider a resolution for winding up;

(g)

had an administrative receiver or receiver appointed in respect of all or any of its assets or the assets of any guarantor;

(h)

had a written demand for the payment of sums due served upon it in accordance with section 123(1)(a) Insolvency Act 1986 which has not been settled or disputed; or

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(i)

done or been subject to anything which is or may be analogous to any of the above in any jurisdiction in which it is incorporated.

6	The Buyer is not:

(a)

the subject of an interim order under Schedule 1B Insolvency Act 1986 nor has it made an application to Court for such an order;

(b)

the subject of an administration order, nor has a resolution been passed by the directors or shareholders for the presentation of a petition for such an order nor has a petition for such an order been presented or come into force;

(c)

subject to a resolution passed by the directors or the shareholders for notice of appointment of an administrator to be filed with the Court, nor has a notice of appointment of an administrator been filed with the Court by the holder of a floating charge or by the company or its directors; or

(d)

subject to anything which is or may be analogous to any of the above in any jurisdiction in which it is incorporated

The Buyer has available cash, or available loan facilities on terms which involve no material preconditions (and where the Buyer has every expectation that the remaining preconditions will be satisfied) which will at Completion provide in immediately available funds the necessary cash resources to pay the purchase price referred to in clause 3 and meet its other obligations under this Agreement.

8	No member of the Buyer’s Group is:

(a)

subject to any order, decree or judgment of any court, governmental agency or regulatory authority which is still in force; nor

(b)

a party to any litigation, arbitration or administrative proceedings which are in progress or threatened or pending by or against or concerning it or any of its assets; nor

(c)

the subject of any governmental, regulatory or official investigation or enquiry which is in progress or threatened or pending,

which in each case has or could have a material adverse effect on the Buyer’s ability to execute, deliver and perform its obligations under this Agreement.

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SCHEDULE 4

Position pending Completion

Each of the Management Sellers shall procure and each of the DS Sellers shall exercise its voting rights both at shareholder and board level of the Company, where applicable, to procure that the Company and (except in the case of (h) below) each of the Subsidiaries shall not, at any time prior to Completion, without the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed) or except as is contemplated under or pursuant to, or is reasonably required in order to comply with or implement, this Agreement:

(a)

alter its share capital or the rights attaching to any of its shares;

(b)

save in respect of the allotment to current Managers or Sellers of unallocated share capital in the Company on or prior to Completion, create, allot, issue, redeem, purchase, consolidate, convert or subdivide any share or loan capital or any securities convertible into shares or grant any options for the issue of any such securities;

(c)

subscribe or otherwise acquire, or dispose of any shares in the capital of any company;

(d)

save in relation to the proposed changes to the business operated from Montreal and Houston acquire or dispose of the whole or part of the undertaking of it or of any other person, firm or company;

(e)

save in relation to the proposed changes to the business operated from Montreal and Houston, cease to carry on its business or be wound up or enter into receivership, administrative receivership or any form of management or administration of its assets;

(f)

save in relation to the proposed changes to the business operated from Montreal and Houston, apply or permit its directors to apply to the Court for an administration order or similar order to be made in respect of it;

(g)

make any change to its auditors or change its accounting reference date;

(h)

save for dividends paid to the joint venture partner of the Chinese Subsidiary in the ordinary course of business, declare or pay any dividend or make any other distribution;

(i)

create any mortgage, charge or other security interest upon or over the whole or any part of its assets;

(j)

make any disposal of or removal from any of the Properties of any asset which is used or required for the operation of any aspect of the Business (other than in the ordinary course of business);

(k)

make any capital commitment individually exceeding €75,000 except as provided for in the Budgeted Figures;

(l)

amend the current 2011 annual budget of the Group (the “2011 Budget”) or adopt the 2012 budget if the aggregate capital expenditure provided for in that 2012 budget is in excess of or less than €5,600,000;

(m)

pass any shareholders’ resolution in relation to any Group Company;

(n)

make any appointment or employment of any new employees, workers or consultants at an annual salary or rate of remuneration in excess of €100,000;

(o)

dismiss any employee earning in excess of €100,000 per annum, other than for cause or unless not to do so would damage the business of the relevant Group Company or enter

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into any compromise or settlement agreement with any employee earning in excess of €100,000 per annum;

(p)

make any material amendment, including any increase in emoluments (including, without limitation, pension contributions, bonuses, commissions and benefits in kind), of the terms and conditions of employment (including benefits) of any of its employees or workers which is outside of the Budgeted Figures;

(q)

give any guarantees or indemnities in respect of any third party which for the avoidance of doubt does not include guarantees or indemnities given intra-group by the Group Companies;

(r)

save in relation to the disputes with Mr Borghesan, Mr Mauri and Mr Fornari as set out against warranty 11.2 in the First Disclosure Letter (as defined in the Warranty Agreement), institute, settle or agree to settle any legal proceedings relating to the Business, except for debt collection in the ordinary course of business;

(s)

enter into any agreement (conditional or otherwise) to do any of the foregoing; or

(t)

save in relation to the LTIP payments made on Completion pursuant to the schedule of participants contained at tab 1.1.1.7.9 of the virtual data room (in an amount not in excess of €2,574,422), in so far as they are reasonably able, take any action which is outside the ordinary course of business of the Company or (as applicable) the Subsidiaries which directly gives or will (or will when combined with Completion) give rise to any Taxation Liability (as defined in the Tax Covenant) other than a Taxation Liability that arises in the ordinary course of business of the Company or (as applicable) the Subsidiaries.

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SCHEDULE 5

Locked Box

1	Each of the Management Sellers and each of the DS Sellers warrants, undertakes and covenants severally and in respect of himself only to the Buyer that, except for Permitted Leakage, during the period commencing on the Locked Box Date and ending on Completion (in each case, inclusive):

(a)

none of the Companies has declared, authorised, paid or made to that Seller or any of its/his Connected Persons any dividend, distribution (including any distribution in specie) or return of capital;

(b)

none of the Companies has transferred or surrendered any asset to, or assumed, indemnified or incurred any liability for the benefit of, that Seller or any of its/his Connected Persons;

(c)

none of the Companies has waived or released in favour of that Seller or any of its/his Connected Persons any sum or obligation due by the Sellers or any of its/his Connected Persons to any of the Companies;

(d)

none of the Companies has made any repayment of principal on any debt or payment of any interest on or other payment in relation to any debt obligation to that Seller or any of its/his Connected Persons;

(e)

none of the Companies has made any payments to that Seller or any of its/his Connected Persons;

(f)

none of the Companies has paid (or will on or prior to Completion be due to pay) any fees or expenses (including finder’s fees and brokerages or other commissions and any advisers’ fees, costs or expenses) in connection with the transactions contemplated by this Agreement;

(g)

none of the Companies has made or entered into any agreement or arrangement to give effect to any of the matters referred to in paragraphs 1(a) to 1(f) (inclusive) of this Schedule 5;

(h)

none of the Companies has incurred any liability to Taxation in respect of paragraphs (a) to (g) above.

the occurrence of any of the events set out in paragraph 1 of this Schedule 5 at or before Completion but on or after the Locked Box Date constituting an incident of “Leakage”.

In the event of any breach of any of the warranties, undertakings or covenants in paragraphs 1(a) to 1(h) (inclusive) of this Schedule 5, the relevant Seller shall pay to the Buyer on demand an amount in cash in the relevant currency (on a “euro for euro” basis) equal to the amount of any Leakage actually received by that Seller and any of its/his Connected Persons and, in the case of any liability under paragraph 1(h) above, the amount of any such Taxation liability.

The maximum liability of each Management Seller and each DS Seller in respect of a Locked Box Claim shall not exceed the actual amount of Leakage received by it/him and/or its/his Connected Persons (or, the case of any liability under paragraph 1(b), the amount of any such Taxation liability). For the avoidance of doubt, in the event that an individual Management Seller or DS Seller does not satisfy a Locked Box Claim made against him, the Buyer shall not be entitled to bring a Locked Box Claim against any of the other Sellers in respect of such non-satisfaction.

4	No Locked Box Claim may be made against any of the Management Sellers and/or any of the DS Sellers unless notice of the Locked Box Claim, specifying in reasonable detail the specific matter in

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respect of which the Locked Box Claim is made and a calculation of the amount claimed, is served on that Seller in any event within 6 months of the date of Completion.

5	If Completion does not occur, the Sellers shall have no liability to the Buyer under this Schedule 5.

6	Nothing in this Schedule 5 shall have the effect of limiting, restricting or excluding the liability of any of the Sellers in respect of a Locked Box Claim arising as a result of its own fraud.

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SCHEDULE 6

Permitted Leakage

“Permitted Leakage” means:

payments of management charges or fees of any nature made, or accruals in respect of any management charges or fees of any nature to be made, between the Company and the DS Seller’s Group provided that any such payments, charges, fees or accruals are made or arise in the ordinary course of business and consistent with the custom and practice of the Companies in the 12 month period prior to the Locked Box Date (in an amount not exceeding the lesser of €9,844 (plus VAT (if applicable) per calendar month post the Locked Box Date or €78,752 in aggregate);

payments or accruals of salaries, expenses, benefits (including pension contributions) and directors’ fees, non-executive directors’ fees, awards (but not bonuses) (in an amount not exceeding the lesser of €177,701 per calendar month (reduced to €158,831 per calendar month post 31 December 2011) post the Locked Box Date or €1,328,158 in aggregate (together with employer (but not employee) associated payroll taxes to be paid to the relevant taxation authority) provided that any such payments, awards or allocations are made or arise (i) in the ordinary course of business (ii) in accordance with their respective employment contract, appointment letter or contract for services and (iii) on a basis which is consistent with the custom and practice of the Companies in the 12 month period prior to the Locked Box Date (in each case as Disclosed);

allocations and payment of bonuses (in an amount not exceeding €537,471 in aggregate (together with associated employer (but not employee) payroll taxes to be paid to the relevant taxation authority)) provided that any such payments, awards or allocations are made or arise: (i) in the ordinary course of business; and (ii) in accordance with their respective employment contract, appointment letter or contract for services;

payments made or accruals in respect of payments to be made or liabilities otherwise incurred to the extent that any such payment, accrual or liability has been reimbursed (gross of any tax liability suffered or incurred by the Company arising out of the relevant payment or reimbursement) on or prior to Completion to the Company by the DS Seller’s Group;

5	payments made to the DS Sellers in respect of monitoring fees and expenses (in an amount not in excess of the lesser of €3,243 per calendar month post the Locked Box Date or €25,944 in aggregate);

6	payments made to any Seller pursuant to a compromise or settlement of his employment with any of the Companies;

costs incurred by the Companies in relation to the negotiation, execution, performance and implementation of this Agreement or the Warranty Agreement or Disclosure Letter, including but not limited to the costs of the Data Room (as defined in the Warranty Agreement) (in an amount not exceeding €320,131 (plus VAT (if applicable));

8	any other payments, accruals, assumptions, indemnifications or the incurrence of any other liabilities by the Company to which the Buyer has given its consent in writing;

9	payments made to the Swindon pension plan in accordance with the schedule of payments (in an amount not exceeding €550,667 which, on the basis of a seven month period, will equate to payments of €78,667 per month);

10	LTIP payments made to the participants under the LTIP (including the Management Sellers) on Completion pursuant to the schedule of participants contained at tab 1.1.1.7.9 of the virtual data

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room (in an amount not in excess of €2,574,422) (less an amount equal to any associated payroll taxes and social security contributions (excluding employer’s (but not employee) social security contributions) as advised to the Buyer by the Management Sellers in accordance with clause 7.5)); and

11	the sum of €141,700 payable to Chartis Europe S.A. in respect of the warranty and indemnity insurance policy relating to the French SPA (as defined in the Warranty Agreement) between Microfusione Stellite S.p.A (Italy) and Chartis Europe S.A. dated 23 December 2011.

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SCHEDULE 7

Relevant Jurisdiction

1	Germany: Clearance of the transaction by the German Federal Cartel Office (Bundeskartellamt) or lapse of the relevant time periods for a prohibition.

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SCHEDULE 8

The Title Warranties

Capacity and authority

1.1	The Seller is validly incorporated, in existence and duly registered, as applicable and has the requisite capacity and authority to enter into and perform this Agreement and to execute, deliver and perform any obligations it may have under each document to be delivered by the Seller at Completion.

1.2	The obligations of the Seller under this Agreement constitute, and the obligations of the Seller under each document to be delivered by the Seller at Completion will when delivered constitute, binding obligations of the Seller in accordance with their respective terms.

1.3	The execution and delivery of, and the performance by the Seller of its obligations under, this Agreement and each document to be delivered by the Seller at Completion will not:

(a)

result in a breach of any provision of the constitutional documents of the Seller, if applicable; or

(b)

result in a breach of, or constitute a default under, any instrument by which the Seller is bound; or

(c)

result in a breach of any statute, law, rule, regulation, order, judgment or decree of any court or governmental agency by which the Seller is bound.

1.4	No consent, approval, authorisation or order of any court or governmental or local agency or body or any other person is required by the Seller for the execution or implementation of this Agreement and compliance with the terms of this Agreement.

The Shares and Loan Notes

2.1	The Seller is the sole legal and beneficial owner of the Shares and Loan Notes set opposite its name in Schedule 1, and such Shares are fully paid (other than the nil paid C ordinary shares and D ordinary shares and the Management Loan Notes) or credited as fully paid.

2.2	There is no Encumbrance on, over or affecting such Shares or Loan Notes or any of them, nor any agreement or commitment to create any such Encumbrance and no claim has been made that any person is entitled to any such Encumbrance.

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SCHEDULE 9

Exchange Rates


		Rate
Euro/USD$		1.3050
Euro/CAD$		1.3200
Euro/GBP		0.8350
Euro/INR		69.4000
Euro/JPY		100.1000
Euro/RMB		8.2200

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SIGNATURES

Signed by

/s/ Jason Lawford

for and on behalf of DUKE STREET V LIMITED

as general partner of Duke Street V UK No 1

Limited Partnership, Duke Street V UK No 2

Limited Partnership, Duke Street V UK No 3

Limited Partnership, Duke Street V US No 1

Limited Partnership, Duke Street V US No 2

Limited Partnership and Duke Street V US No 4

Limited Partnership

Signed by

/s/ Stefanie Kabelitz

for and on behalf of DUKE STREET CAPITAL V

GMBH & CO KG represented by Duke Street

Capital V Verwaltungs GmbH represented by

Stefanie Kabelitz under power of attorney dated

22 December 2011

Signed by

/s/ Stefanie Kabelitz

for and on behalf of DSC V BETEILIGUNGS

GMBH represented by Stefanie Kabelitz under

power of attorney dated 28 December 2011

Signed by

/s/ Mark Aldridge

MARK ALDRIDGE

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Signed by

/s/ Andrew David Caffyn

ANDREW DAVID CAFFYN

Signed by

/s/ John Neil Fleming

JOHN NEIL FLEMING

Signed by

/s/ John Pawlikowski

JOHN PAWLIKOWSKI

Signed by

/s/ Guenther Clos

GUENTHER CLOS

Signed by

/s/ Timothy Dobson Allen

TIMOTHY DOBSON ALLEN

Signed by

/s/ Michael Ruenz

MICHAEL RUENZ

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Signed by

/s/ Dan Schmidt

DAN SCHMIDT

Signed by

/s/ Joseph Overton

JOSEPH OVERTON

Signed by

/s/ Song Ling

SONG LING

Signed by

/s/ Hans Nilsson

HANS NILSSON

Signed by

/s/ John Richard Stephenson

JOHN RICHARD STEPHENSON

Signed by

/s/ Eric Priestley

ERIC PRIESTLEY

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Signed by

/s/ Jim Wu

JIM WU

Signed by

/s/ Olivier Arnould

OLIVIER ARNOULD

Signed by

/s/ Daniel De Wet

DANIEL DE WET

Signed by

/s/ John Hussa

JOHN HUSSA

Signed by

/s/ Ken Smith

KEN SMITH

Signed by

/s/ John R. Tucker

for and on behalf of KENNAMETAL INC

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EX-2.2

Exhibit 2.2


Warranty Agreement
relating to Deloro Stellite Holdings 1 Limited

Dated		2012

The Warrantors (1)
The Buyer (2)

LOGO

TABLE OF CONTENTS


INTRODUCTION		2
1	Interpretation	2
2	General provisions relating to the Warranties	7
3	Incorporation of Terms	9
4	Rights of Third Parties	9
5	Entire Agreement	9
6	Notices	10
7	Governing Law and Jurisdiction	11
8	Payments	11
9	Assignment	12
10	Exchange Rate	12
11	Agent for service	12
12	Language	12
SCHEDULE 1—The Warrantors		13
SCHEDULE 2—Management Warranties		14
SCHEDULE 3—Limitations on Liability		27
SCHEDULE 4—Group Companies		33
Part 1: Particulars of the Company		33
Part 2: Particulars of the Subsidiaries		36
SCHEDULE 5—The Properties		60
Part 1—The Freehold Properties		60
Part 2—The Leasehold Properties		61
SCHEDULE 6—Intellectual Property		62
SCHEDULE 7—Warrantors’ Enquiries		112
SCHEDULE 8—Key Employees		114
SCHEDULE 9—Security Documents		116
SCHEDULE 10		121
Part 1: Top 10 Suppliers		121
Part 2: Top 10 Customers		121
ANNEX 1—Locked Box Accounts		122


THIS AGREEMENT is made on		2012 between the following parties:

PARTIES

(1)	The individuals whose names are listed in Schedule 1 (the “Warrantors”); and

(2)	KENNAMETAL INC a company incorporated in Pennsylvania whose registered office is at 1600 Technology Way, Latrobe, PA 15650 USA (the “Buyer”),

together the “Parties” and each a “Party”.

INTRODUCTION

(A)

The Parties have entered into this Agreement in connection with the sale and purchase agreement (the “SPA”) of today’s date made between, inter alios, the Parties in relation to a proposed sale of the entire issued share capital of Deloro Stellite Holdings 1 Limited (the “Company”) pursuant to which the Buyer will become the owner of the entire issued share capital of the Company.

(B)	The Warrantors have agreed to give certain warranties to the Buyer, subject to certain limitations on liability, on the terms and conditions contained in this Agreement.

(C)	Capitalised terms not defined in this Agreement shall take the meaning given to them in the SPA.

IT IS AGREED as follows:

1	Interpretation

1.1	In this Agreement, unless the context otherwise requires the following expressions shall have the following meanings:


Accounts		the consolidated audited financial statements of the Group and the audited financial statements of each of the Relevant Companies, prepared in accordance with applicable law for the accounting reference period ended on the Accounts Date comprising, in each case, the balance sheet, the profit and loss accounts, the notes to the accounts, cash flow statement and any other documents which are or would be required by law to be annexed to the accounts of the Group or Relevant Company concerned, as the case may be, and to be sent or made available to members, a copy of each of which has been supplied to the Buyer and is included in the Disclosure Documents;

Accounts Date		31 December 2010;

Budgeted Figures		the budgeted figures for the Group for the 2011 financial year and the agreed form budgeted figures for the Group for the 2012 financial year;

Business		the businesses of each of the companies in the Company’s Group as carried on in the period covered by the Accounts, and from the Accounts Date to Completion;

Buyer’s Group		the Buyer and its Subsidiaries;

Claim		means any claim by the Buyer in connection with the Management Warranties (which, for the avoidance of doubt, includes the Repeated Warranties);

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the Company’s Auditors		PricewaterhouseCoopers LLP;

Company’s Group		the Company and the Subsidiaries;

Completion		completion of the sale and purchase of the Shares in accordance with the terms of clause 7 of the SPA;

Data Room		the Deloro Stellite electronic data room made available to the Buyer;

Data Room Documents		the documents comprising the Data Room made available to the Buyer and listed in the data room index annexed to the First Disclosure Letter;

Disclosed		means fairly disclosed (with sufficient details to identify the nature and scope of the matter disclosed) by (in respect of the Warranties other than the Repeated Warranties) the Disclosure Documents and (in respect of the Repeated Warranties) the Second Disclosure Letter (and “Disclosure” shall be construed accordingly);

Disclosure Documents		the First Disclosure Letter and the documents attached thereto as listed in the schedule annexed to the First Disclosure Letter;

Employees		those persons (including directors) whose names appear in the list of employees included in the Data Room at 1.1.16.1.1, 1.5.16.1, 2.1.16.1, 2.2.16, 3.1.16, 4.1.16, 4.2.16, 5.3.16, 6.1.16, 6.2.16.1, 7.2.16.1, 7.2.16.1.1, 8.1.16.1.1, 8.2.16.1 and 9.1.16.1.1;

Encumbrance		means any mortgage, charge, pledge, lien, encumbrance, equity, claim or other third party right or interest or security interest, title retention or any other security agreement or arrangement or any agreement to create any of the above (including any right to acquire, option or right of pre-emption or conversion) of any nature whatsoever;

Environment		any and all organisms (including humans), habitats, ecosystems, property (including buildings) and the following media:

		(a) air (including air within buildings and the air within natural or man-made structures and enclosures whether below or above ground);

		(b) water (including territorial waters, coastal and inland waters, surface and ground waters and waters in wells, boreholes, drains and sewers); and

		(c) land (including surface land and subsurface strata and sea beds and river beds, wetlands or flood plains);

Environmental Authority		any agency, authority, executive, service, company or body having powers or duties pursuant to Environmental Law;

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Environmental Consent		any registration, exemption, notification, authorisation, certificate, consent, licence, permission, permit, ruling, filing, variation, modification, transfer or any other information or approval required under Environmental Law for the operation of the Business or in connection with any of the Properties or any agreement made pursuant to Environmental Law;

Environmental Law		all international, European Union, national, federal, state or local laws (including common and statute law and civil and criminal law) and all subordinate legislation and regulatory codes of practice (including statutory instruments, guidance notes, permits, circulars, industry agreements, directives, decisions, regulations, treaties and conventions) relating to Environmental Matters which are or were binding on the relevant Company or any member of the Company’s Group in the relevant jurisdiction in which the Company or that member of the Company’s Group is or has been operating;

Environmental Matters		any matter relating to the protection of the Environment or the management of Waste, including any of the following matters:

		(a) pollution or contamination;

		(b) the handling, use, deposit, disposal, keeping, treating, transport, transfer, release, spillage, escape, discharge, leak or emission of Hazardous Substances or Waste;

		(c) the creation or existence of any noise, vibration, radiation, common law or statutory nuisance, or other adverse impact on the Environment;

		(d) the exposure of any person to Hazardous Substances or Waste; and

		(e) packaging waste, waste electrical and electronic equipment and waste batteries;

Environmental Permit		means any consent, permission, licence approval or other authorisation issued pursuant to any Environmental Law;

Existing Shareholder Agreement		an agreement dated 9 February 2006 between, among others, the Company and its Shareholders;

First Disclosure Letter		means the letter (identified as such) dated on or before the date of this Agreement from the Warrantors to the Buyer;

French Medical Business		has the meaning given to that term in the SPA;

French SPA		the share transfer agreement entered into between Microfusione Stellite SpA, Marle International and Deloro Stellite Group Limited dated 25 November 2011

FSA		the Financial Services Authority;

FSMA		the Financial Services and Markets Act 2000;

Group Companies		the Company and its Subsidiaries, each being a “Group Company”;

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Harm		harm or damage to, or other interference with, the Environment including any detrimental effect on the health of living organisms or other interference with the ecosystems of which they form part and, in the case of humans, includes offence caused to their senses or harm or damage to their property;

Hazardous Substance		any natural or artificial substance (whether in solid or liquid form or in the form of a gas or vapour and whether alone or in combination with any other substance) capable of causing Harm including vibration, noise, electricity, heat, electromagnetic waves or radiation;

Indebtedness		means any liability exceeding €100,000 in respect of borrowed money from a bank or other financial institution and any liability individually exceeding €100,000 in respect of finance leases owed by any Group Company to persons other than another Group Company;

Intellectual Property		the intellectual property set out at Schedule 6;

Intellectual Property Rights		means all copyright, registered designs, software database rights, patents, inventions (whether patentable or not) business names, trade marks, service marks, trade names, rights arising in domain names, know-how, trade secrets, proprietary rights and processes and rights in confidential information and any other intellectual property rights or rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world (in each case whether or not registered) and all applications for any of them, in each case which are used or exploited in connection with the business of the Group;

IT System		means any and all computer and telecommunications and network equipment, and any and all computer programs in both source and object code form including all source and other preparatory materials, coding, manuals and other documentation, including software licences, relating to them used in connection with the business of the Group and which are material to the business of the Group as a whole;

Locked Box Accounts		means the consolidated management accounts of the Group as at 30 September 2011 as appended as Annex 1;

Locked Box Date		means 30 September 2011;

Management Accounts		the consolidated management accounts of the Group for the period from the Accounts Date to 30 November 2011 which are included in the Data Room Documents but which for the purposes of paragraph 4 of Schedule 2 excludes the pro forma forecasts;

Management Warranties or Warranties		means the warranties in Schedule 2 and, for the purpose of Schedule 3 only and, except where distinguished in paragraphs 13 and/or 20 of Schedule 3 or is otherwise evident from the context, the Repeated Warranties;

Pensionable Employee		a director or employee or former director or former employee of any Group Company;

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Pension Ombudsman		means the body as defined in Part X of the Pension Schemes Act 1993;

Pensions Regulator		means the body corporate as defined in section 1 of Pensions Act 2004

Permitted Security		(a) any right of set off or lien arising by operation of law and in the ordinary course of trading, and not as a result of any default or omission by any Group Company; (b) any Encumbrance arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a Group Company in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any Group Company; and (c) any Encumbrance arising as a consequence of any lease, hire agreement, credit sale agreement, hire purchase agreement, conditional sale agreement or instalment sale and purchase agreement which should be treated in accordance with SSAP 21 (or any successor to SSAP 21) as a finance lease or in the same way as a finance lease; In respect of German Companies, any Encumbrance arising: (a) as a matter of law in favour of landlords under leases of real property (Vermieterpfandrecht) or owners of workshops (Unternehmerpfandrecht); and (b) in relation to the insolvency provision protection regarding the Old Age Part Time Act (Altersteilzeitgesetz);

Proceedings		any proceeding, suit or action arising out of or in connection with this Agreement, whether contractual or non-contractual;

Properties		the properties set out at Schedule 5 (The Properties);

Relevant Benefits		any pension, allowance, lump sum or similar benefit on retirement, death or termination of employment;

Relevant Companies		means each of Deloro Stellite GmbH, Shanghai Stellite Co. Ltd, Deloro Stellite Inc, Microfusione Stellite S.p.A, Deloro Stellite LP and DS UK Limited;

Relevant Proportion		the relevant Warrantor’s proportion as set out in column 3 of Schedule 1;

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Relevant Schemes		means each of: (a) The Deloro Stellite Pension Plan (UK) governed by the trust deed and rules dated 28 December 1988 as amended from time to time; (b) the Deloro Stellite Inc. Salaried Employees’ Retirement Income Plan (Canada); and (c) the Deloro Stellite Inc. Post-Retirement Benefit Plan - CICA 3461 (Canada);

Repeated Warranties		means paragraphs 1 (Share Capital and Constitution of the Company), 2 (Ownership of Group Companies), 5 (Accounting Records), 6 (Events since the Accounts Date), 7 (Indebtedness), 8 (Environmental), 11 (Compliance and Litigation), 12 (Licences), 15 (Key Contracts) and 18 (Insolvency) of Schedule 2;

Repeated Warranty Date		the date which is 5 Business Days before Completion;

Second Disclosure Letter		means the letter (identified as such) dated no later than three Business Days before Completion from the Warrantors to the Buyer;

Sellers		has the meaning given in the SPA;

Service Document		a claim form, application, notice, order, judgment or other document relating to any Proceedings;

Tax		shall be defined for the purposes of this Agreement as any form of taxation and any levy, duty, charge, contribution, withholding or impost in the nature of taxation (including any related fine, penalty, surcharge or interest);

Tax Authority		means any governmental, state or municipality and any local, state, federal or other authority body or official anywhere in the world exercising a fiscal, revenue, customs or excise function;

Tax Covenant		means the tax covenant in the agreed form;

Tax Warranties		the tax warranties set out in paragraph 9 of Schedule 2;

Waste		waste, controlled waste, directive waste, special waste, or hazardous waste as those terms are defined in Environmental Law; and

Warrantors’ Representatives		Andrew Caffyn and John Neil Fleming.

2	General provisions relating to the Warranties

2.1	In consideration of the sale of the share capital of the Company pursuant to the SPA, each of the Warrantors warrants to the Buyer that each of the Warranties is accurate in all respects at the date of this Agreement.

2.2

Each of the Warrantors warrants to the Buyer that each of the Repeated Warranties is accurate in all respects at the Repeated Warranty Date on the basis that any reference in the Repeated Warranties, whether express or implied, to the date of this Agreement is substituted by reference to the Repeated Warranty Date for the purposes of the Repeated Warranties. The Second Disclosure Letter shall be delivered to the Buyer no later than 3 Business Days before Completion.

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2.3	The Warranties given at the date of this Agreement are subject to matters Disclosed in the First Disclosure Letter.

2.4	The Repeated Warranties are subject to matters Disclosed in the Second Disclosure Letter.

2.5	The Warranties and the Repeated Warranties are subject to the limitations and qualifications set out in Schedule 3.

2.6

None of the Warranties given at the date of this Agreement is subject to, or qualified in any way by, anything Disclosed in the Second Disclosure Letter to the extent that it was not Disclosed in the First Disclosure Letter. The Warrantors acknowledge and agree that the ability of the Buyer to bring any claim in respect of a breach of a Warranty given at the date of this Agreement will not be prejudiced or affected in any way by any knowledge that the Buyer acquires as a result of anything Disclosed in the Second Disclosure Letter to the extent that it was not Disclosed in the First Disclosure Letter.

2.7

Save for paragraphs 1 (Share Capital and Constitution of the Company), 2 (Ownership of Group Companies), 3 (The Accounts), 4 (Management Accounts and Locked Box), 5 (Accounting Records) and 7 (Indebtedness) of Schedule 2, each of the Warranties is, regardless of the wording set out in such Warranties, qualified in its entirety by the expression “so far as the Warrantors are aware” and such awareness shall (for the purposes of this clause 2.7 and wherever such expression is used in Schedule 2) be deemed to be the actual knowledge (but not implied, constructive, or (save as otherwise expressly provided for in this clause 2.7) imputed knowledge) any of the Warrantors at the date of this Agreement (or, in the case of the Repeated Warranties at the Repeated Warranty Date) having reviewed the Warranties and made enquiry of the persons listed at Schedule 7 and the awareness of each Warrantor shall be imputed to each other Warrantor. For the purposes of paragraph 15.10 of Schedule 2 only, the Warrantors shall be deemed to be Andrew Caffyn and Neil Fleming only and the definition of Warrantors shall be limited to those individuals only.

2.8

Each of the Warrantors undertakes (in the absence of fraud) that if any claim is made against him in connection with the Warranties, not to make any claim against any Group Company or any director, employee, agent or adviser of any Group Company upon whom he may have relied before agreeing to any term of this Agreement or authorising any statement in the First Disclosure Letter or the Second Disclosure Letter.

2.9	Any payment made by a Warrantor to the Buyer under or in respect of any breach of this Agreement (including, without limitation, in respect of any claim for breach of the Warranties) shall be deemed to be a reduction in the price paid for the Shares under the SPA to the extent legally possible.

2.10

The Buyer acknowledges that it does not rely on and has not been induced to enter into the SPA on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than those expressly set out in the SPA, this Agreement and/or the Tax Covenant and acknowledges that neither the Sellers or the Group Companies or any of their agents, officers or employees have given any other such warranties, representations, covenants, undertakings, indemnities or other statements.

2.11

The sole remedy of the Buyer for any breach of any of the Warranties shall be an action for damages. The Buyer shall not be entitled to rescind or terminate the SPA in any circumstances whatsoever, other than pursuant to clause 8 (Termination) of the SPA or any such right in respect of fraudulent misrepresentation.

2.12	The provisions of Schedule 3 which, among other things, regulate or otherwise limit the liability of the Warrantors shall remain in full force and be fully applicable in all circumstances and, in

-8-

particular, notwithstanding any breach of the Warranties or any claim against any of the Warrantors in respect of the Warranties, whatever its nature or consequences.

2.13

Each of the paragraphs in Schedule 2 shall be interpreted as being deemed to include all references to the foreign equivalent or nearest foreign equivalent of terms used, statutes and regulations referred to and concepts applied where one of the Companies is incorporated in, does business in or is affected by the laws or regulations of a country outside England and Wales.

3	Incorporation of Terms

The provisions of clauses 12 (Announcements), 13 (Confidentiality), 14 (Entire Agreement), 16 (Assignment and Transfer), 17 (Costs and Expenses), 18 (Interest on Late Payments), 21 (Waiver), 22 (Variation), 23 (Severance), 24 (Further Assurance), 27 (Counterparts) and 31 (Interpretation) of the SPA shall be deemed to be incorporated into this Agreement mutatis mutandis.

4	Rights of Third Parties

Save to the extent otherwise specified in this Agreement, any person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any provisions of this Agreement (if any).

5	Entire Agreement

5.1

This Agreement along with the First Disclosure Letter, the Second Disclosure Letter, the Tax Covenant and the SPA, constitutes the entire agreement and understanding of the Parties relating to the subject matter of, and transactions contemplated by, this Agreement and supersedes all previous agreements (whether oral or in writing) between the Parties relating to these transactions.

5.2	Each Party acknowledges and agrees that:

(a)

it is not entering into this Agreement on the basis of, and is not relying and has not relied on, any statement or representation (whether negligent or innocent) or warranty or other provision (in any case whether oral, written, express or implied) made, given or agreed to by any person (whether or not a party to this Agreement) except those expressly repeated, or set out in this Agreement and the only remedy or remedies available to the Buyer shall be a claim for breach of contract under this Agreement; and

(b)

this clause 5.2 (and clause 5.3) shall not apply to any statement, representation or warranty made fraudulently or to any provision of this Agreement which was induced by fraud for which the remedies shall be all those available under the law governing this Agreement regardless of the other terms of this Agreement.

5.3	The Buyer acknowledges and agrees that:

(a)

the express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law or otherwise, all of which are hereby excluded to the fullest extent permitted by law; and

(b)

other than as provided under clause 8 (Termination) of the SPA, it will have no rights of rescission or termination and no other rights, remedies or powers provided by law or otherwise for breach of any provision of this Agreement save for a right to claim damages for breach of contract, and such party hereby irrevocably waives any such other rights, remedies and powers.

5.4	This Agreement shall not be construed as creating any partnership or agency relationship between the Parties.

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5.5	If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any relevant jurisdiction , that shall not affect or impair:

(a)

the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(b)

the legality, validity or enforceability under the law of any other relevant jurisdiction of that or any other provision of this Agreement.

6	Notices

Form of Notice

Any notice, consent, request, demand, approval or other communication to be given or made under or in connection with this Agreement (each a “Notice” for the purposes of this clause 6) shall be in writing and signed by or on behalf of the person giving it.

Method of Service

6.1	Service of notice must be effected by one of the following methods;

(a)

by hand to the relevant address set out in clauses 6.3 to 6.5 and shall be deemed served upon delivery if delivered during a Business Day, or at the start of the next Business Day if delivered at any other time;

(b)

by prepaid first-class post to the relevant address set out in clauses 6.3 to 6.5 and shall be deemed served at the start of the second Business Day after (and excluding) the date of posting;

(c)

by prepaid international airmail to the relevant address set out in clauses 6.3 to 6.5 and shall be deemed served at the start of the fourth Business Day after (and excluding) the date of posting; or

(d)

by facsimile transmission to the relevant facsimile number (if any) set out in clauses 6.3 to 6.5 and shall be deemed served on despatch, if despatched during a Business Day, or at the start of the next Business Day if despatched at any other time, provided that in each case a receipt indicating complete transmission of the Notice is obtained by the sender and that a copy of the Notice is also despatched to the recipient using a method described in clauses 6.1(a) to 6.1(c) (inclusive) no later than the end of the next Business Day.

6.2	In clause 6.2, “during a Business Day” means any time between 9.30 a.m. and 5.30 p.m. on a Business Day based on the local time where the recipient of the Notice is located. References to “the start of a Business Day” and “the end of a Business Day” shall be construed accordingly.

Address for Service

6.3	Notices shall be addressed as follows:

Party

Marked FAO

Address

Fax Number

The Warrantors’ Representatives

Andrew Caffyn and John

Neil Fleming

Units 4 & 5 Bicester

Business Park

Telford Road

Bicester

Oxfordshire

OX26 4LD

N/A

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Party

Marked FAO

Address

Fax Number

Buyer

Kevin G. Nowe (Vice President, Secretary and General Counsel)

1600 Technology Way Latrobe PA 15650

United States of America

+1 724 539 3839

Copies of Notices

6.4	Copies of all Notices sent to:

(a)

any Warrantor shall also be copied to:


	Marked FAO	Address	Fax Number
SJ Berwin LLP	Tim Wright	10 Queen Street Place, London EC4R 1BE	+44 (0)20 7111 2000

6.5	the Buyer shall also be sent to the Buyer’s Solicitors as follows:

Buyer’s Solicitors

Marked FAO

Address

Fax Number

CMS Cameron McKenna LLP

(Ref:109050.00011)

Martin Mendelssohn/ Company Secretarial Department

Mitre House

160 Aldersgate Street

London

EC1A 4DD

+44 (0)20 7367 2000

6.6	Such copies shall be sent or given in accordance with one of the methods described in clause 6.1(a) to 6.1(d) inclusive. Failure to communicate such copies shall not invalidate such Notice.

Change of Details

6.7	A Party may change its address for service provided that the new address is within the same country and that it gives the other parties not less than 28 days’ prior notice in accordance with this clause 6. Until the end of such notice period, service on either address shall remain effective.

No Email

6.8	For the avoidance of doubt (and unless otherwise expressly agreed by the recipient), any Notice shall not be validly served if sent by electronic mail.

6.9	The provisions of this clause shall not apply in relation to the service of Service Documents.

7	Governing Law and Jurisdiction

7.1	This Agreement is governed by and is to be construed in accordance with English law.

7.2

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement in respect of any claim brought against the Warrantors (or any of them) and shall have exclusive jurisdiction in respect of any claim brought by the Warrantors (or any of them).

8	Payments

8.1

Unless otherwise expressly stated (or as otherwise agreed by the relevant Parties in the case of any particular payment), each payment to be made under this Agreement shall be made in EUROS by transfer of the relevant amount into the relevant account on or before the date on which the payment is due for value and otherwise in accordance with the provisions of this clause 8.

8.2

Subject to clause 8.1, the relevant account for any payment shall (in the absence of any express provision in this Agreement) be such account as the receiving Party shall (not less than five Business Days before the payment is due) have specified by giving notice to the paying Party for the purposes of that payment.

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9	Assignment

The Buyer is permitted to assign the benefit of, and any of its rights under, this Agreement (including under the Warranties) together with any cause of action arising in connection with any of them (but not, for the avoidance of doubt, any liability or obligation) to its successor in title or to any member of the Buyer’s Group provided that:

(a)

if such assignee ceases to be a member of the Buyer’s Group such benefits, rights and causes of action shall be reassigned to the Buyer within 14 days or shall be extinguished; and

(b)

the liability of the Warrantors or any of them shall not be increased.

10	Exchange Rate

For the purposes of calculating the foreign currency equivalent of any amount under this Agreement, the currency exchange rate used shall be the rate set out in Schedule 9 of the SPA.

11	Agent for service

11.1

The Buyer irrevocably appoints Kennametal UK Limited of Building 14, First Avenue, The Pensnett Trading Estate, Kingswinford, West Midlands, DY6 7NP, United Kingdom (for the attention of: Andy Godwin (Finance Director)), to be its agent for the receipt of Service Documents. It agrees that any Service Document maybe effectively served on it in connection with Proceedings in England and Wales by service on its agent affected in any manner permitted by the Civil Procedure Rules.

11.2

If the agent at any time ceases for any reason to act as such the Buyer shall appoint a replacement agent having an address for service in England and Wales and shall notify the Warrantors’ Representatives of the name and address of the replacement agent. Failing such appointment and notification, the Warrantors’ Representatives shall be entitled by notice to the Buyer to appoint a replacement agent to act on behalf of the Buyer. The provisions of this clause applying to service on an agent apply equally to service on a replacement agent.

11.3	A copy of any Service Document served on an agent shall be sent by post to the Buyer. Failure or delay in so doing shall not prejudice the effectiveness of service of the Service Document.

12	Language

The language of this Agreement (and the transactions envisaged by it) is English. All notices, demands, requests, statements, certificates or other documents or communications to be provided in connection with this Agreement (and the transactions envisaged by it) must be in English or accompanied by a certified English translation (in which case the English translation shall prevail unless the document or communication is a statutory, or other official, document or communication). The receiving party shall be entitled to assume the accuracy of and rely upon any English translation of any document provided pursuant to this clause 12.

IN WITNESS WHEREOF THIS DOCUMENT HAS BEEN DULY SIGNED ON THE DATE STATED ABOVE.

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SCHEDULE 1

The Warrantors


NAME	ADDRESS	PROPORTION (%)

Timothy Dobson Allen	Carmel 5, Maes-y-Felin Llandow Vale of Glamorgan CF71 7PD	12.4

Andrew David Caffyn	Brookside High Street Upton Oxon OX11 9JE	32.3

John Neil Fleming	Nethercote House Nethercote Warwickshire CV23 8AS	24.0

Song Ling	N.216 Lane 285 Ju Jin Road Pu Dong New District Shanghai 201208 China	4.8

Joseph Arthur Overton	355-2 Dundas Street East Belleville K8P 1B3 Canada	10.2

Michael Ruenz	Ulmenweg 17 Urmitz 56220 Germany	10.7

Daniel de Wet	3866 Middle Woodland Dr. Inverary Ontario K0H 1X0	5.6

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SCHEDULE 2

Management Warranties

1	Share Capital and Constitution of the Company

1.1	The Shares comprise all the shares in issue in the capital of the Company and each of the Shares has been validly issued, is fully paid up (other than the nil paid C ordinary shares and D ordinary shares) or credited as fully paid up.

1.2	There is no option, right of pre-emption, right or obligation to acquire, redeem or convert or Encumbrance on, over or affecting the unissued share capital (whether or not authorised capital) of any Group Company.

1.3

No Group Company has agreed to give or create any option, right of pre-emption, right or obligation to acquire, redeem or convert or Encumbrance on, over or affecting the unissued share capital (whether or not authorised capital) of any Group Company, and no person has claimed to be entitled to any of the foregoing.

1.4	Each Group Company is validly incorporated and subsisting in the jurisdiction in which it is registered.

1.5

The copies of the memorandum and articles of association or other like constitutional documents of each Group Company required by local law are Disclosed in the Data Room and are complete and accurate in all respects and fully set out the rights and restrictions attaching to each class of share capital of the Group Company to which they relate.

1.6

The statutory books (including all registers and minute books) of each Group Company have been properly kept and contain an accurate and complete record of the matters which should be dealt with in those books and no notice or allegation that any of them is incorrect or should be rectified has been received.

1.7	All documents of any material effect which should have been delivered by any Group Company to the relevant company registry have been properly so delivered.

2	Ownership of Group Companies

2.1	The information set out in Schedule 4 is true and accurate in all respects and not misleading because of any omission or ambiguity or for any other reason.

2.2	Part 2 of Schedule 4 lists all the subsidiaries of the Company and no member of the Group has any interest in any other body corporate or a proprietory interest in any other business entity or subsidiary undertaking as defined in the Companies Act 2006 which is not a member of the Group.

3	The Accounts

3.1	The Accounts were prepared in accordance with generally accepted accounting practices, principles and standards, consistently applied, in the relevant jurisdiction as at the date of their preparation.

3.2

The bases, accounting policies, practices and methods adopted for the purpose of preparing the Accounts were the same as those adopted in preparing the audited consolidated accounts of the Group as a whole and the audited accounts of each of the Relevant Companies respectively in respect of each of the three financial years preceding the financial year ended on the Accounts Date.

3.3	The Accounts give a true and fair view of the financial position of the Group as a whole and each of the Relevant Companies, as the case may be, as at the Accounts Date and of the profits of the

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Group as a whole and each of the Relevant Companies, as the case may be, for the financial year ended on the Accounts Date.

3.4	The Accounts are not affected by any extraordinary or exceptional material and non-recurring items nor by any transactions effected other than at arm’s length.

3.5	Neither the profits nor the financial position of the Group as a whole or the Relevant Companies during the last six years has been affected by any contract or arrangement with any other Group Company or Seller or a Seller’s Connected Persons that was not on arm’s length terms.

4	Management Accounts and Locked Box Accounts

4.1

The Management Accounts (including, for the avoidance, the Locked Box Accounts) have been prepared in conformity with UK GAAP recognising that such Management Accounts have been prepared for management purposes only, consistently applied relative to those methods and procedures used to prepare the audited consolidated Company accounts but having regard to the fact that they are not prepared to an audit standard. The Locked Box Accounts include all adjustments required to ensure conformity with UK GAAP (recognising that such Locked Box Accounts have been prepared for management purposes only and not to an audit standard), and fairly present, in all material respects, the financial position and operating results of the Group as a whole as at the Locked Box Date and for the nine month period from the Accounts Date to the Locked Box Date. The Management Accounts include all adjustments required to ensure conformity with UK GAAP (recognising that such Management Accounts have been prepared for management purposes only and not to an audit standard), and fairly present, in all material respects, the financial position and operating results of the Group as a whole as at 30 November 2011 and for the eleven month period from the Accounts Date.

4.2	The Management Accounts are not affected by any extraordinary, exceptional and non-recurring items save as specified in the First Disclosure Letter.

4.3

The Locked Box Accounts have been properly derived from the Management Accounts prepared as at the Locked Box Date and for the nine month period then ended. In deriving the Locked Box Accounts from the Management Accounts, receivables and payables between Group Companies have been eliminated and investments in Subsidiaries have been eliminated against the respective equity with the difference being disclosed in goodwill.

5	Accounting Records

For the three years prior to the date of this Agreement, the accounting records of each Group Company have been kept on a proper basis in accordance with the standards and procedures of the Group as specified in Folder 1.1.3.2 of the Data Room and have been kept on a consistent basis with the Group’s usual practice, subject to the adoption of recommendations approved by the Group’s auditors from time to time, are up to-date in accordance with reasonable business practice, and contain relevant material details of the business activities of the member of the Group concerned.

6	Events since the Accounts Date

Since the Accounts Date:

(a)

the business of each Group Company has been carried on in the ordinary course and in the same manner (including nature and scope) as immediately before the Accounts Date;

(b)

no resolution of the members of any Group Company has been passed, save for those representing the ordinary business of an annual general meeting;

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(c)

no share or loan capital of any Group Company has been issued, redeemed, purchased or repaid in whole or in part or has become liable to be repaid other than in the ordinary course of carrying on its business;

(d)

no asset of a value in excess of €75,000 has been acquired or disposed of by any Group Company, and no Group Company has agreed to acquire or dispose of such an asset, otherwise than in the ordinary course of business;

(e)

no Group Company has assumed or incurred or agreed to assume or incur any actual or contingent liability in excess of €75,000 in respect of any individual item and €750,000 in aggregate otherwise than in the ordinary course of business;

(f)

no Group Company has declared, made or paid any dividend or other distribution or redeemed or purchased or agreed to redeem or purchase any of its share capital;

(g)

no change in the accounting reference period of any Group Company has been made;

(h)

all book debts shown in the Accounts have been realised for an aggregate sum not being less than that shown in the Accounts other than credit notes issued in the ordinary course of business the issue of which is reflected in the Management Accounts and no written notice has been received that any debt in excess of €250,000 now owing to any Group Company is bad or requires to be treated as doubtful in accordance with the Group’s usual practice and procedures as specified in Folder 1.1.3.2 of the Data Room;

(i)

no Group Company has made or incurred, or agreed to make or incur capital expenditure exceeding in total €75,000 except as provided for in the Budgeted Figures;

(j)

no Group Company has merged or consolidated with another corporate body or any other person, or entered into any demerger transaction or participated in any other type of corporate reconstruction; and

(k)

no agreement has been entered into to implement any of the foregoing.

7	Indebtedness

7.1

The Group’s Indebtedness as at 31 December 2011 in respect of the accounts specified in the First Disclosure Letter was for amounts specified in the First Disclosure Letter and there are no loan agreements in place between any of the Sellers and a Group Company other than the Loan Notes (as defined in the SPA).

7.2

Other than in the ordinary course of business, no Group Company has created or agreed to create any Encumbrance or entered into or agreed to give or enter into any guarantee, suretyship, indemnity or similar commitment, in each case, in respect of any indebtedness, obligation or liability of any other party other than another Group Company in excess of €100,000.

7.3	Full details of all overdraft, loan and other financial facilities available to any Group Company are set out in the First Disclosure Letter. Details of all debentures, charges, guarantees and indemnities given to secure those facilities are set out in the First Disclosure Letter.

7.4	There is no penalty or pre-payment charges or other fees due and payable in connection with the repayment of any Indebtedness.

8	Environmental

8.1	No Group Company is in breach of any material Environmental Law which breach could give rise to a material adverse impact on the business of any Group Company.

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8.2	No Group Company has in the 36 months prior to the date of this Agreement received any written notification under Environmental Laws requiring it to take or omit to take any action which is material in the context of the business of any Group Company.

8.3

The Group has all necessary Environmental Permits to carry out its business as at the date of this Agreement the absence of which would have a material effect on the business of any Group Company and has complied with Environmental Permits and their conditions and no expenditure in excess of €100,000 in total has been identified by the Group as being required to be spent to ensure compliance with any Environmental Permit (including any improvement programmes) over the next three years.

8.4

In the 36 months prior to the date of this Agreement, there have not been any claims, demands, actions or proceedings against any Group Company by any employees or third parties or any Environmental Authority in relation to asbestos, manganese or otherwise under any Environmental Laws, which are material in the context of any Group Company.

8.5	There are annexed to the First Disclosure Letter or included in the Data Room copies of all environmental reports/audits relating to the Environment or health and safety prepared by or on behalf of the Group in respect of the Properties in the 36 months prior to the date of this Agreement.

Tax

9.1	Each Group Company has paid all Tax prior to Completion for which it has become liable to pay prior to the date hereof.

9.2	There is no dispute with any Tax Authority and the Company has not been the subject of any review, audit or investigation by any Tax Authority and there is no fact or circumstance which is likely to give rise to any such dispute, audit, review, investigation or question.

9.3	There are no circumstances which would reasonably be considered to be likely to give rise to a dispute between a Group Company and any Tax Authority in relation to any liability to Tax.

9.4

All payments by any Group Company to any person which ought to have been made under deduction or withholding of Tax (including without limitation royalty and interest payments and payments to employees) have been so made and any Group Company has (if required by law to do so) provided a certificate of deduction or withholding to such person in the required form and accounted to the relevant Tax Authority for the Tax so deducted or withheld.

9.5	All instalments of corporation tax which are required to have been paid between the Accounts Date and the date of this Agreement have been paid.

9.6	No Group Company has in the 36 months prior to the date of this Agreement paid or become liable to pay any penalty, fine or surcharge in connection with Tax.

9.7

Each Group Company has in the 12 months prior to the date of this Agreement properly operated the PAYE system or any equivalent payroll deduction system in any other jurisdiction in all material respects by duly deducting Tax from all payments made, or treated as made, to its employees or former employees, and accounting to HM Revenue & Customs or other Tax Authority for all tax deducted by it and for all tax chargeable on benefits provided for its employees or former employees.

9.8

Each Group Company has made all returns, claims for relief, applications, notifications, computations, reports, accounts, statements, registrations and assessments (whether physically in existence or electronically stored) (“Returns”) it is required by law to make. All Returns have been properly submitted by the relevant Group Company within any relevant time limits to each relevant

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Tax Authority and the Returns give full disclosure of all material facts and circumstances and are not likely to be the subject of any question or dispute with any Tax Authority.

9.9

Each Group Company has prepared, kept and preserved sufficient records to enable it to make and complete returns for Tax purposes. Such records enable each Group Company to calculate the liability to Taxation or the amount of a relief arising on the disposal of any asset owned at the Accounts Date or acquired since the Accounts Date but before Completion and otherwise as required by law.

9.10

The Disclosure Letter contains details so far as they affect any Group Company of all arrangements with any Tax Authority that are not based on a strict application of the law relating to Tax (other than published extra statutory concessions, statements or practice and statements of a similar nature) and so far as the Warrantors are aware no such arrangement is liable to be withdrawn for any reason.

9.11

Each Group Company has, throughout the whole of the period beginning three years before the Accounts Date and ending on the date hereof, been registered and been eligible to be registered and is a taxable person for the purposes of value added tax (or any equivalent tax in other jurisdictions) and such registration is not subject to any conditions imposed by or agreed with HM Revenue & Customs or any other Tax Authority.

9.12	Each Group company has in the 12 months prior to the date of this Agreement complied in all material respects with all its obligations in relation to value added tax in the UK and any equivalent tax in other jurisdictions.

9.13	No Group Company is registered for the purposes of value added tax as a member of a group of companies that any other company (other than another Group Company) is a member.

9.14	The Accounts provide for all Tax for which the Group was liable at the Accounts Date.

9.15	Neither the entering into nor completion of the Agreement will give rise to any Tax liability for any Group Company.

9.16	All transactions, financing and other arrangements to which the Group Companies are party have been entered into on an arm’s length basis.

9.17	There is an agreement in place which entitles Microfusione Stellite SpA to recover under an indemnity from Intek SpA if Microfusione Stellite SpA is liable for any tax in respect of the sale of property to Intek SpA.

9.18

No Group Company is liable or may become liable to pay, or make reimbursement or indemnity in respect of, any Tax (or amounts corresponding to any Tax) payable by or chargeable on or attributable to any other person, whether in consequence of the failure by that person to discharge that Tax within any specified period or otherwise, where such Tax relates to profits, income, gains or a transaction, event, omission or circumstance arising, occurring or deemed to arise or occur on or prior to Completion.

9.19	No Group Company has been party to any arrangements, transaction or series of transactions, which it has or may become liable to notify to any Tax Authority under any legislation requiring the disclosure of tax avoidance schemes.

9.20	No Group Company has established (or is a participant in) any bonus, share option, profit related pay or other scheme or arrangement, whether or not approved by a Tax Authority, for the benefit of its current or former directors or employees or any of them.

9.21	Each Group Company is and always has been resident only in its country of incorporation for Tax purposes and for the purposes of any double taxation agreement. No Group Company is liable to, and has at no time incurred any, or is required to be registered for any Tax in any jurisdiction other

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than its jurisdiction of incorporation or had a branch outside its jurisdiction of incorporation or any permanent establishment (as that expression is defined in the respective double taxation relief orders current at the date of this Agreement) outside its jurisdiction of incorporation.

9.22

There is no instrument to which any Group Company is a party and which is necessary to establish any Group Company’s rights or any Group Company’s title to any asset, which is liable to stamp duty or equivalent transfer tax and which has not been duly stamped or such liability has not been discharged, or which would attract stamp duty or transfer tax, interest or penalties if brought into the United Kingdom or any other jurisdiction

9.23	Properly executed “check the box” elections have been filed on form 8832 to treat ATS Stellite SAS and STS Sferic (the entities comprising the French Medical Business) as disregarded for U.S. tax purposes.

10	Properties

10.1

The Properties comprise all of the material property and land owned, leased, occupied or otherwise used in connection with the business of the Group as at the date hereof and no Group Company has any liability (whether actual contingent or otherwise) as tenant, assignee, guarantor, contractor or otherwise arising from or relating to any estate, interest or right in any land other than the Properties.

10.2	The information in respect of the Properties set out in Schedule 5 is in all respects, true and accurate.

10.3	A Group Company is the sole legal and beneficial owner of the Properties.

10.4	None of the Properties are subject to an Encumbrance that will not be released at Completion.

10.5	There is no person in possession or occupation of, or who has or claims a right or interest of any kind in, any of the Properties adverse to the relevant Group Company’s interest. Except as stated in Schedule 5, a Group Company is entitled to and has exclusive vacant possession of the Properties.

10.6

There are no outstanding actions or disputes between a Group Company and a third party which so far as the Warrantors are aware would have a material adverse effect on the use or enjoyment of any of the Properties by the relevant Group Company or which could give rise to a material liability for the relevant Group Company.

10.7	The present use of each Property is the permitted use under applicable planning legislation.

10.8	No application for a certificate of the lawfulness of any use or change of use in relation to any Property has been made in the last 12 months.

10.9	No enforcement notice, stop notice, breach of condition notice or revocation, modification or discontinuance order affecting any Property has been served or threatened in the last 12 months.

10.10

None of the Properties is the subject of a compulsory purchase order, notice to treat or a notice of entry and no proposals have been published for its compulsory acquisition.

10.11

There are no proposals for the development of any property and no traffic proposals, schemes, or proposals to construct new roads or tunnels or carry out other substantial works in the vicinity of any Property which would have an adverse affect on such Property.

10.12

In relation to each Property which is leasehold:

(a)

the Property is held under the terms of the lease (the “Lease”), true and complete copies of which are in the Data Room, briefly referred to in Schedule 5;

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(b)

there are no rent reviews outstanding by the lessor from a date prior to the Completion Date;

(c)

the rent and all other sums payable under the Lease have been paid to date, and no written notice has been received that any Group Company is in breach of any covenants and conditions contained in the Lease or in any licence, consent or other document entered into supplemental to the Lease, and no written notice has been received that any such breaches have been waived or acquiesced in and the Lease is valid and in full force;

(d)

there are no restrictions in the Lease or any superior title which prevent the Property from being used now or in the future for its present use.

11	Compliance and Litigation

11.1

The business of the Group has been carried on in the 36 months prior to the date of this Agreement and is being carried on in such manner so that there have been no breaches of applicable laws (including all statutes, orders or regulations relating to each Property, its current use or development or the employment of persons or the use of any fixtures, machinery or chattels therein), legal duties, including those imposed by contract or collective agreements in respect of the employees and officers of each Group Company, regulations and by-laws in each country in which it is carried on which would have a material adverse effect on the business of the relevant Group Company.

11.2

There is no investigation or enquiry by, or order, decree, decision or judgment of, any court, tribunal, arbitrator, governmental agency or regulatory body outstanding against any Group Company, nor has any notice from any court, tribunal, arbitrator, governmental agency or regulatory body been received with respect to an alleged material actual or potential violation and/ or failure to comply with any applicable laws, legal duties, regulations and by-laws in each country in which it is carried on.

11.3

Save for collection of debts in the ordinary course of business, no Group Company is now engaged in any material litigation, arbitration or criminal proceedings; there are no proceedings pending or threatened, either by or against a Group Company and, so far as the Warrantors are aware, there are no circumstances likely to give rise to any such proceedings.

11.4

So far as the Warrantors are aware, no Group Company, nor any of its officers, employees or agents, has in the 12 months prior to the date of this Agreement, or is presently or has agreed to become, engaged in any conduct (including by way of acquiescence or failure to perform) that would constitute an offence under the Bribery Act 2010 or any other relevant anti-bribery laws.

11.5

Each Group Company has at all relevant times had in place adequate procedures designed to prevent persons associated with it within the meaning of the relevant anti-bribery laws from undertaking any conduct that would constitute an offence by the Group Company under the relevant anti-bribery laws and all such procedures have been Disclosed.

11.6	So far as the Warrantors are aware, none of the businesses or activities of any Group Company as currently conducted are likely to give rise to any sanction under any trade regulation legislation in respect of any products manufactured by any Group Company or in which any Group Company trades.

11.7	So far as the Warrantors are aware, each Group Company:

(a)

is, and has been in the 24 months prior to the date of this Agreement, to the extent it is required by law or regulation, in compliance with all applicable United States export and trade control laws and regulations, including without limitation (i) the Export Administration Regulations (“EAR,” 15 C.F.R. Parts 730-774); (ii) the International Traffic

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in Arms Regulations (“ITAR,” 22 C.F.R. Parts 120-130); and (iii) the economic sanctions laws and regulations administered by the United States Government, including those set forth in 31 C.F.R. Parts 500-598 (and specifically including the Iranian Transactions Regulations (“ITR,” 31 C.F.R. Part 560)), and all Executive Orders issued by the President of the United States imposing sanctions on various parties and on certain trade-related activities and dealings;

(b)

is not now engaged in or contractually obliged to perform any business, financial, or other dealings or activities that would currently subject any Group Company or any of its subsidiaries to sanctions imposed by the United States Government under the Iran Sanctions Act of 1996 (“ISA,” Pub. L. 104-172, 50 U.S.C. §1701 note), as amended by the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 (“CISADA,” Pub. L. 111-195, 22 U.S.C. §8501 et seq.) and as further supplemented by Executive Order 13590 (effective November 21, 2011);

(c)

is not (to the extent that the Group Company is breaching the relevant statute, regulation, Executive Order or U.S. government asset blocking measures referred to below, in so far as they apply to such Group Company) engaged in or contractually obligated to perform any business, financial, or other dealings with any persons subject to, or owned or controlled by persons subject to, (i) asset-blocking measures imposed by the United States Government through statute, regulation, Executive Order, or otherwise, including without limitation U.S. government asset-blocking measures imposed on parties associated with proliferation of weapons of mass destruction or support for terrorism, or (ii) asset freeze measures imposed by the European Union or, where applicable, its Member States;

(d)

is now, and has been in the 12 months prior to the date of this Agreement, in compliance with: (i) the European Union (“EU”) Dual-use Regulation (Regulation n^o 428/2009), (ii) all applicable EU sanctions regulations, including the Regulation n^o 961/2010 imposing sanctions against Iran (as amended), and (iii) all applicable EU Member State laws and regulations relating to exports, sanctions, and trade controls, including all applicable Italian laws and regulations (in particular, the Italian Legislative Decree n^o 96 of 9 April 2003, supplementing the EU Dual-use Regulation; and the Italian Law n^o 185 of 9 July 1990 governing the export, import and transit of arms and munitions),

and in each case, save to the extent that any non-compliance with any of (a) to (d) (inclusive) would not have a material effect on the business of the relevant Group Company.

11.8	No Group Company has directly supplied any goods or services to the Chinese military or is aware of any goods or services which were supplied by the relevant Group Company being supplied by any of its distributors or purchasers to the Chinese military.

12	Licences

12.1	Each Group Company has obtained all necessary licences, permits, authorisations or consents required by law in order for it to carry on its business as now carried on (“Licences”), the absence of which would have a material adverse effect on that Group Company’s business.

12.2	The Licences are valid and subsisting and have been complied with in all material respects.

12.3	The Group has not received any notice in writing indicating that any of the Licences will be suspended, cancelled, modified or revoked in whole or in part (whether as a result of the entry into or completion of the SPA or otherwise).

12.4	Complete and accurate copies of the Licences are contained in the Data Room at 1.1.11.2, 1.4.11.2, 1.5.11.2, 1.9.8, 2.1.8, 2.1.19.2.2, 3.1.8, 3.1.11.2, 4.1.8, 4.2.8, 5.3.8, 5.3.11.2, 5.3.18.4.1,

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5.3.18.4.2, 5.3.19.1.9, 5.3.19.1.10, 5.4.6.4.1, 5.4.8, 6.1.8, 6.2.2.3.4, 6.2.2.3.6, 6.2.8, 6.2.11.2, 6.2.13.1.6, 7.1.13.1.5, 7.2.13.5, 8.1.8, 9.1.1.3.5 9.1.2.3.6, 9.1.1.3.6 9.1.2.3.6, 9.1.2.3.11, 9.1.2.3.12, 9.1.6.4.1 and 9.1.8.

13	Assets, IP and IT

13.1	There are no Encumbrances, other than the Permitted Security over or affecting the whole or any part of the undertaking or assets of any Group Company and there is no agreement or commitment to give or create any and no claim has been made by any person to be entitled to any.

13.2

The assets owned by each Group Company, together with the Intellectual Property Rights and assets held under or by virtue of any licence, hire purchase and leasing agreements entered into in the ordinary course of business comprise all the material assets which are reasonably necessary for the continuation of its business as now carried on, and no material assets owned by the Group are in the possession of or under the control of any of the Sellers.

13.3	Subject to the agreements, arrangements or licences whereby:

(a)

a Group Company uses or exploits any Intellectual Property Rights belonging to a third party, which agreements, arrangements or licences have been disclosed in the Disclosure Documents; or

(b)

a Group Company has authorised or otherwise permitted the use of any Intellectual Property Rights, which agreements, arrangements or licences have been disclosed in the Disclosure Documents,

the Group Companies are the sole beneficial owners of all material Intellectual Property Rights. No written notice has been received that any of the Intellectual Property Rights or agreements relating thereto are the subject of outstanding or threatened disputes, claims or proceedings or have been subject to a challenge, opposition or attack by a third party or competent authority.

13.4

None of the Group Companies have been a party to or have received a threat in writing of litigation or a claim relating to the infringement of any intellectual property rights of a third party passing off or unfair competition and no Group Company has received notice in writing or otherwise indicating that any such litigation may be forthcoming.

13.5

The Group Companies own all IT Systems (other than readily available IT Systems from third parties used under licence) used by them, which are reasonably necessary for the operation of the business of the Group. The IT Systems are not wholly or partly dependent upon any facilities or services not under the exclusive ownership or control of the Group Companies. The IT systems which are reasonably necessary for the operation of the business of the Group function are in all material respects in accordance with applicable specifications.

13.6	All Intellectual Property Rights created for the Company has been created by an employee of the Company acting within the course of his employment or a third party bound by an agreement vesting ownership in the Company.

13.7	Complete copies of all licences in respect of Intellectual Property are in the possession of the Companies.

13.8	All licenses in respect of Intellectual Property have been entered into in the ordinary course of business

13.9	All Intellectual Property Rights are free and clear of any Encumbrances or licences or sub licences to third parties.

13.10

No member of the Group is delinquent in the payment of any fees, royalties, maintenance, service or other payment obligation to any other person in respect of Intellectual Property Rights.

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13.11

The activities of the Group do not make unauthorised use of the confidential information of any third party.

13.12

The Warrantors are not aware of any breach of any obligations of confidentiality owed by any person to the Company, including for this purpose by its employees, consultants, agents or professional advisers.

13.13

All renewal, application and other official registry fees and steps reasonably required for the maintenance, protection and enforcement of all registered Intellectual Property Rights have been paid or taken.

14	Insurance

14.1	All material insurance policies maintained by any Group Company or the Group (“Insurance Policies”) have been disclosed in the Data Room Documents.

14.2	Details of any outstanding claims, notifications to insurers or losses incurred which relate to any Group Company and are likely to result in a claim under the Group’s insurance are contained in the First Disclosure Letter.

14.3	All premiums due and payable in respect of the Insurance Policies have been paid.

14.4	None of the coverage provided by the Insurance Policies has been eroded or exhausted by claims of any sort paid to date.

15	Key Contracts

15.1

Copies of all material contracts (to the extent such contracts are in existence) to which any of the Group Companies are a party have been disclosed in the Data Room and there are no circumstances in existence or contemplated (including consummation of the transactions under the SPA) which will give rise to a default by any Group Company or by the other parties under any such contracts which would have a material adverse effect on the business of the relevant Group Company as carried on as at the date of this Agreement. For the purpose of this clause, a contract shall be treated as being “material” if it is contained in the list of top 10 suppliers and top 10 customers of the Group set out at Schedule 10.

15.2	Compliance with the SPA and this Agreement will not breach or constitute a default under an agreement or arrangement to which a Group Company is a party.

15.3

No Group Company has given any covenants limiting or excluding its right to do business and/or compete in any area or field (whether limited by reference to a geographical area or type of business) with any other person (other than any such undertakings which relate to not competing with a Joint Venture Company or exclusive distributors).

15.4

No Group Company has in the 12 months prior to the date of this Agreement become a party to and/ or become liable under, a guarantee, indemnity or other agreement to secure or incur a financial or other obligation with respect to another person’s obligation other than an obligation of another Group Company.

15.5	There is no agreement or arrangement (legally enforceable or not) to which a Group Company has in the 12 months prior to the date of this Agreement become a party and in which a Seller, a director or former director of a Group Company is interested in any way.

15.6	No person is entitled to receive a fee, brokerage or commission from a Group Company in connection with this Agreement or the SPA.

15.7	Other than the Existing Shareholders Agreement and any employment agreements (including bonus arrangements or compromise agreements) included in the Data Room Documents, there

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are no agreements, arrangements or contractual obligations between any Group Company on the one hand and any Seller on the other hand.

15.8	Since the Accounts Date no written notice has been received from a customer of or supplier to the Group who is party to a material contract stating that it has ceased or reduced or intends to cease or reduce such trading to a material degree.

15.9	No Group Company is a party to any agreement under which it enjoys rights or has subsisting obligations at the date of this Agreement, and no Group Company has submitted an offer or tender which is capable of being converted into an agreement:

(a)

which constitutes a partnership, joint venture, consortium or joint development;

(b)

which is not in the ordinary course of business or which is made with any other Group Company or Seller or a Seller’s Connected Persons and is not on arm’s length terms;

(c)

which contains outstanding warranties, indemnities or representations given in connection with a sale of shares or of a business undertaking in whole or in part; or

(d)

which involves agency or distribution arrangements outside the ordinary course of business.

15.10

Neither Andrew Caffyn nor Neil Fleming had actual knowledge, as at 23 December 2011, of any breach, inaccuracy or non-performance of clauses 6.1 to 6.8 inclusive of the French SPA or any occurrence of a Tax or Labor Event (as defined in the French SPA) and prior to that date neither Andrew Caffyn nor Neil Fleming were actually aware that any member of the Group had received notice of any claim under the French SPA.

16	Employees and pensions

16.1	The Disclosure Documents contains particulars of:

(a)

the identities, dates of commencement of employment or appointment to office, and terms of employment or appointment of all Key Employees (being those persons whose names are listed in Schedule 8);

(b)

those employees who are on secondments, sabbaticals, maternity leave or absent because of disability or other long-term leave of absence and have or may have a statutory or contractual right to return to work with any Group Company (including last working day and expected date of return if known);

(c)

positions currently vacant and any new position advertised or intended to be advertised;

(d)

any employee whose basic salary exceeds €100,000 per annum currently working out their notice and reasons for leaving; and

(e)

any former employee of any Group Company whose basic salary exceeded €100,000 per annum whose position was terminated by such Group Company since the Accounts Date and the reason for termination.

16.2	No employees or directors of any Group Company (other than the Warrantors) are entitled, or will become entitled to receive any payment or other benefit from any Group Company in respect of the proposed sale of the Group.

16.3	Each Warrantor confirms that he is not entitled to, or will become entitled, to any payment or other benefit, from any person in respect of the proposed sale of the Group Companies.

16.4	The principal terms and conditions of each grade and category of employee have not materially changed in the 12 months prior to the date of this Agreement and, so far as the Warrantors are aware, in respect of any officer or employee of any Group Company, no Group Company is

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obliged to or has made provision to increase or vary from the current basis as disclosed in accordance with warranty 16.1(a):

(a)

any non-cash benefits receivable such that the total annual cost of such benefits would increase by more than 5 per cent per annum;

(b)

the salary, bonus, or other remuneration such that the total annual payroll would increase by more than 5 per cent per annum; or

(c)

the rate of remuneration of any Key Employee.

16.5

Except as Disclosed, there are no share option or share incentive schemes for any officer or employee of any Group Company and there are no bonus, commission, profit sharing or other incentive schemes for any officer or employee of any Group Company whose basic salary exceeds €100,000 or affecting any group of more than 10 employees from the same facility.

16.6	No Group Company owes any amount to any current or former director, other officer, worker, employee, or consultant other than for accrued salary or fees, accrued holiday pay or reimbursement of business expenses for the month current as at the date of this Agreement.

16.7	All consultancy agreements under which the Group incurs a liability exceeding €100,000 per annum for the provision of the services of individual consultants have been disclosed in the Data Room Documents.

16.8	Except as Disclosed no Group Company has any obligation to provide any maternity, paternity, adoption or other family friendly/carer-related benefits to any employee in excess of applicable statutory minimum requirements.

16.9

In the 12 months prior to the date of this Agreement, no employees have transferred to, or from, any Group Company pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 or any equivalent legislation (if any) implementing the Acquired Rights Directive (Directive 77/187/EC, subsequently revised and consolidated in Directive 2001/23/EC) in the countries in which the Group Companies are based.

16.10

Within 12 months ending on the date of this Agreement, no Group Company has implemented any redundancy or severance exercise which has involved 10 or more staff leaving within any 3 month period.

16.11

Each Group Company has in relation to each of its employees complied in all material respects with all material obligations imposed on it by all contracts, statutes, directives, orders, regulations, collective agreements, awards, codes of conduct and customs and practice, relevant to their terms and conditions of employment or engagement and to the relations between it and its employees.

16.12

Save for the Relevant Schemes, there is not in operation as at the date of this Agreement, and there has not been in operation at any time before the date of this Agreement, and no proposal has been announced to enter into or establish, any agreement, arrangement for the payment by any Group Company of, or of a contribution towards, any Relevant Benefits relating to a defined benefit scheme for the benefit of a Pensionable Employee or a Pensionable Employee’s dependants.

16.13

So far as each of the Warrantors is aware, each of the Relevant Schemes has been designed to comply with, and has been administered in accordance with, all applicable legal and administrative requirements.

16.14

All amounts due in respect of each of the Relevant Schemes by the relevant Group Company have been paid in accordance with legal requirements.

16.15

So far as each of the Warrantors is aware, there is no civil, criminal, arbitration or administrative proceeding or investigation (whether the Pensions Ombudsman, the Pensions Regulator or

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otherwise) concerning the Relevant Schemes by or against the trustees or administrator of the Relevant Schemes, the Sellers, the Company or another employer participating in the Relevant Schemes, and none is pending or threatened.

16.16

Material details of the Relevant Schemes have been Disclosed to the Buyer in the Data Room Documents including a copy of each agreement, deed and rules currently governing or relating to each Relevant Scheme together with a list of the members of each Relevant Scheme and all material details relevant to such membership as necessary to establish their entitlement to benefits.

16.17

The Company has duly complied with all applicable legal and administrative requirements relating to stakeholder pension schemes (as defined in section 1(1) of the Welfare Reform and Pensions Act 1999).

16.18

No plan, proposal or intention to amend, discontinue (in whole or in part) or exercise a discretion in relation to any Relevant Scheme has been communicated to a member of such Relevant Scheme or a Pensionable Employee who is a member of such Relevant Scheme.

16.19

The sum of €2,574,422 (less applicable employee’s tax and social security contributions thereon) is sufficient to satisfy in full the obligations of the Group to all participants (but, for the avoidance of doubt, excluding employer’s tax and social security contributions thereon) under the LTIP arrangement.

Grants

Group Company is subject to any arrangement for the receipt or repayment of any grant, subsidy or financial assistance from any government department or agency of any local or other authority in excess of €100,000; and if it is so subject, the relevant Group Company has not done, or omitted to do, anything which could result in any such grant, subsidy or payment received or receivable by it becoming repayable or being withdrawn or withheld.

18	Insolvency

18.1

No order has been made and no resolution has been passed for the winding up of any Group Company and, so far as the Warrantors are aware, no petition has been presented for the purpose of winding up any Group Company and there are, as far as the Warrantors are aware, no circumstances which would justify or require the initiation of such proceedings.

18.2	No administration order has been made and no petition for such an order has been made or presented and no administrator has been appointed and no procedure has been commenced with a view to the appointment of an administrator in respect of any Group Company.

18.3	No receiver (which expression shall include an administrative receiver) has been appointed in respect of any Group Company or all or any of its assets.

18.4	No moratorium under any relevant insolvency legislation is in force and no Group Company has been granted a temporary or permanent moratorium or payments, nor has any step been taken or procedure commenced with a view to entering into such a moratorium in respect of any Group Company.

18.5	No Group Company is insolvent, or unable to pay its debts within the meaning of any relevant insolvency legislation or has stopped paying its debts as they fall due.

18.6	No Group Company has entered into or suffered nor has there occurred any analogous proceedings to those specified above.

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SCHEDULE 3

Limitations on Liability

Scope

1.1	The Buyer shall not be entitled to claim for any indirect or consequential loss or loss of profit over and above that which it could claim in accordance with normal contractual principles governing measure of damages.

1.2	The Warrantors shall only be liable in respect of a Claim if and to the extent that such Claim becomes a determined Claim which shall mean a Claim:

(a)

which has been resolved by written agreement between the Warrantors and the Buyer; or

(b)

which is the subject of an order as to both liability and quantum made by a court or tribunal of competent jurisdiction or arbitration where either no right of appeal lies or the parties are debarred (whether by the passage of time or otherwise) from exercising such a right.

1.3	Nothing in this Schedule shall have the effect of excluding, limiting or restricting any liability of a Warrantor in respect of a Claim arising as a result of fraud by that Warrantor.

1.4	Nothing in this Schedule shall have the effect of excluding, limiting or restricting any liability of a Warrantor in respect of a claim under clause 11 of the Tax Covenant and any reference to the Tax Covenant in this Schedule shall be read as excluding clause 11 of the Tax Covenant.

2	Cap on liability

2.1

The aggregate liability of the Warrantors in respect of all and any Claims and claims under the Tax Covenant shall not exceed €2,000,000. For the avoidance of doubt, in the event that an individual Warrantor does not satisfy a Claim or (as the case may be) a claim under the Tax Covenant made against him, the Buyer shall not be entitled to bring a Claim or (as the case may be) a claim under the Tax Covenant against any of the other Warrantors in respect of such non-satisfaction. For the purposes of this paragraph, the liability of the Warrantors shall be deemed to include the amount of all costs, expenses, fees and other liabilities (together with any irrecoverable VAT) payable by the Warrantors in connection with the satisfaction, settlement or determination of any such Claim or (as the case may be) a claim under the Tax Covenant.

2.2

The aggregate liability of each Warrantor in respect of any and all claims under the Warranties and the Tax Covenant shall not exceed 75% of the amount of the Consideration set opposite his name in Schedule 1 of the SPA. The individual liability of each Warrantor in connection with any single claim under the Warranties shall be limited to the proportion of the claim which is equal to his Relevant Proportion.

3	Time limits for making Claims

No claim shall be brought against any Warrantor in respect of any of the Warranties or under the Tax Covenant unless the Buyer shall have given to the Warrantors’ Representatives written notice of such claim specifying (in reasonable detail) the matter which gives rise to the claim, the nature of the claim and, if practicable, the amount claimed in respect thereof in respect of a Claim or a claim under the Tax Covenant, within 18 months of the Completion date (the “Initial Warranty Period”),

PROVIDED THAT the liability of the Warrantors in respect of such claim shall absolutely determine (if such claim has not been previously satisfied, settled or withdrawn) if legal proceedings in

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respect of such claim shall not have been commenced within 9 months (the “Claim Period”) of the service of such notice and for this purpose proceedings shall not be deemed to have been commenced unless they shall have been properly issued and validly served upon the Warrantors’ Representatives.

4	Right to remedy

4.1

Subject to paragraph 4.2 below, no Warrantor shall be liable for any Claim if and to the extent that the alleged breach which is the subject of the Claim is capable of remedy, and is remedied to the reasonable satisfaction of the Buyer by the Warrantors within 60 days of the date on which the notice in paragraph 3 above is received by the relevant Warrantor (and the Buyer agrees to use all reasonable endeavours to assist and to procure the assistance of the relevant Group Company in remedying such breach at the reasonable cost of the Warrantors).

4.2	Nothing in this paragraph 4 shall prevent the Buyer from making a claim in respect of any loss or damage incurred by the Buyer or any Group Company prior to the breach which is the subject of a Claim being remedied in accordance with paragraph 4.1 above.

5	Contingent liabilities

5.1

If any breach of the Warranties arises by reason of some liability of any Group Company or the Buyer which, at the time such breach or claim is notified to the Warrantors’ Representatives, is contingent only or otherwise not capable of being quantified, then the Warrantors shall not be under any obligation to make any payment in respect of such breach or claim unless and until such liability ceases to be contingent or becomes capable of being quantified.

5.2

If the Buyer has notified the Warrantors’ Representatives of a claim under the Warranties in accordance with paragraph 3 of this Schedule 3 within the Initial Warranty Period and such claim is based upon a liability which is contingent or otherwise not capable of being quantified, the Claim Period in paragraph 3 of this Schedule 3 shall be extended, in relation to any such claim, to the date falling 12 months after the end of the Initial Warranty Period.

6	Threshold and de minimis

6.1

The Warrantors shall not be liable in respect of any Claim or claim under the Tax Covenant unless the aggregate liability for all such Claims and claims under the Tax Covenant exceeds €1,500,000, in which case the relevant Warrantors shall be liable for the full amount of all such claims and not only the amount by which such sum is exceeded.

6.2

In calculating liability for Claims and claims under the Tax Covenant for the purposes of paragraph 6.1 above, any individual claim or series of related claims with respect to substantially the same facts or circumstances which is less than €75,000 (excluding interest, costs and expenses) shall be disregarded.

7	Changes in legislation

The Warrantors shall not be liable in respect of a Claim (other than a claim under the Tax Warranties) if such Claim would not have arisen but for, or is increased as a result of:

(a)

the passing of, or a change in, a law, rule, regulation, interpretation of the law or administrative practice of a government, governmental department, agency or regulatory body in any case occurring on or after the date of this Agreement; or

(b)

an increase in the Taxation rates or an imposition of Taxation in each case not actually or prospectively in force at the date of this Agreement; or

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(c)

the change by statute or by any regulatory or other body of any accounting policy or a change in the application of any accounting policy or estimation technique in the preparation of financial statements by the Buyer or any member of the Buyer’s Group.

8	Acts of Buyer

The Warrantors shall not be liable in respect of a Claim (other than a claim under the Tax Warranties) if such Claim is attributable to, or is increased as a result of:

(a)

any act, omission, transaction or arrangement carried out at the written request of or with the express approval of the Buyer before or at Completion; or

(b)

any voluntary act, omission, transaction or arrangement by a member of the Buyer’s Group or its employees or agents after Completion (otherwise than: (a) as required by law, or (b) as required by a binding agreement entered into before Completion, or (c) where a member of the Buyer’s Group is acting in the usual and ordinary course of the Group’s business as carried on up to Completion); or

(c)

any breach by the Buyer of any of its obligations under this Agreement or any of the documents referred to or incorporated in it or any obligations entered into pursuant thereto; or

(d)

any reorganisation or change in ownership of any member of the Buyer’s Group on or after Completion.

9	Mitigation

Nothing in this Schedule 3 restricts or limits the Buyer’s general obligation at law to mitigate any loss or damage which it may incur in consequence of a matter giving rise to a Claim.

10	Recovery from another person

10.1

If the Buyer, or any member of the Buyer’s Group, recovers (whether by payment, discount, credit, relief or otherwise) from a third party an amount which is referable to a Claim, any actual recovery (less any reasonable costs incurred in obtaining such recovery and less any Taxation attributable to the recovery after taking account of any tax relief available in respect of any matter giving rise to the Claim) shall to that extent reduce or satisfy, as the case may be, such Claim.

10.2

If the Warrantors pay an amount in respect of a Claim and the Buyer, or any member of the Buyer’s Group, subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party an amount which is referable to the Claim, the Buyer shall procure that the relevant member of the Buyer’s Group shall pay to the Warrantors an amount equal to the lesser of the amount recovered from the third party (less any reasonable costs and expenses incurred in obtaining such recovery and any Tax payable on the recovery) and the amount previously paid by the Warrantors to the Buyer.

11	Conduct of Claims

11.1

If a member of the Buyer’s Group becomes aware of any claim or any matter or circumstance which might give rise to a Claim (other than a claim under the Tax Warranties) or of a right of action against or an entitlement to recover (whether by payment, discount, credit, relief, contribution, indemnity or otherwise) from a third party an amount which relates to the subject matter of a Claim:

(a)

the Buyer shall as soon as reasonably practicable give written notice to and consult with the Warrantors’ Representatives in respect of the claim, matter, circumstance or entitlement;

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(b)

subject to the relevant Warrantor(s) indemnifying or securing the Buyer or the relevant member of the Buyer’s Group in a form reasonably satisfactory to the Buyer against any liability, cost, damage or expense which may be properly incurred thereby (but without thereby implying any admission of liability on the part of such Warrantor), the Buyer shall, and shall procure that each member of the Buyer’s Group shall, unless the Buyer in its reasonable opinion considers that the goodwill of any Group Company will be materially and adversely affected by such action in which case it may refuse to take any such action :

(i)

at the written request and the cost of the Warrantors take such action or permit the Warrantors to take such action as the Warrantors consider appropriate to avoid, dispute, resist, appeal, defend, compromise or settle the Claim (including, without limitation, making any counterclaims or other claims against third parties) and any related adjudication or proceedings, and to conduct matters relating thereto including negotiations or appeals;

(ii)

provide to the Warrantors and their advisers reasonable access to premises and personnel and to relevant assets, documents and records within each member of the Buyer’s Group’s power or control for the purposes of investigating the matter or entitlement which allegedly gives rise to the Claim; and

(iii)

preserve all documents, records, correspondence, accounts, electronically stored data and other information whatsoever relevant to a matter which may give rise to a Claim.

(c)

the Warrantors (at their cost) may examine and take copies of the documents or records, and photograph the premises or assets, referred to in paragraph 11.1(b)(ii) above.

11.2

If a Claim (other than a claim under the Tax Warranties) is as a result of, or in connection with, a claim (other than a claim under the Tax Warranties) by or a liability to a third party then, subject to the relevant Warrantor(s) indemnifying or securing the Buyer or the relevant member of the Buyer’s Group in a form reasonably satisfactory to the Buyer against any liability, cost, damage or expense which may be properly incurred thereby (but without thereby implying any admission of liability on the part of such Warrantor(s)), the Buyer shall and shall procure that each member of the Buyer’s Group shall, unless the Buyer in its reasonable opinion considers that the goodwill of any Group Company will be materially and adversely affected by such action in which case it may refuse to take any such action:

(a)

take all reasonable steps to enforce any right of recovery;

(b)

make no admission of liability in respect of, or compromise, dispose of or settle, any claim without the written consent of the Warrantors; and

(c)

allow the Warrantors at their own expense and in their absolute discretion to take such action, as described in paragraph 11.1(b) above, as the Warrantors deem necessary.

12	Insurance policies

In respect of any matter which would give rise to a Claim, if the Company and/or its Subsidiaries is entitled to claim under any policy of insurance then no such matter shall be the subject of a Claim unless and until the Buyer or, as the case may be, the relevant member of the Buyer’s Group shall have made a claim against its insurers and used all reasonable endeavours to pursue such claim and such claim has been settled or rejected by such insurer (unless the effect of this paragraph 12 would result in the Buyer losing its right to bring a Claim under the time period in paragraph 3 and the Warrantors do not agree to extend such time period).

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13	Buyer’s knowledge

The Warrantors shall not be liable for any Claim under this Agreement or a claim under the Tax Covenant if and to the extent that the Buyer deal team (being John Tucker, Kevin Nowe, William Thalman, Patrick Watson, Jay Klein, Frank Simpkins, Phil Weihl, Wayne Moser, Kemal Yegeonoglu, Filippo Mecacci, George Coulston, Simone Pratesi, Staci Miller and John Oskin) is:

(a)

in respect of the Warranties (other than the Repeated Warranties), actually aware at the date of this Agreement of matters which do or would give rise to or would be reasonably likely to give rise to a Claim;

(b)

in respect of the Repeated Warranties only, actually aware as at the Repeated Warranty Date of matters which do or would give rise to or would be reasonably likely to give rise to a Claim under the Repeated Warranties; or

(c)

in respect of the Tax Covenant, actually aware as at the date of Completion of matters which do or would give rise to or would be reasonably likely to give rise to a claim under the Tax Covenant PROVIDED THAT no matter of which the Buyer deal team (as set out above) is actually aware at Completion which (i) the Warrantors were actually aware at the date of this Agreement; and (ii) the Buyer deal team (as set out above) was not actually aware at the date of this Agreement, shall so operate as to restrict the Buyer’s entitlement to recover under the Tax Covenant.

14	Allowance, provision or reserve in the Accounts

No matter shall be subject to a Claim or a claim under the Tax Covenant to the extent that specific allowance, specific provision or specific reserve in respect of such matter shall have been made in the Accounts or Management Accounts or such matter was referred to specifically in the notes thereto.

15	Taxation

The Warrantors shall not be liable in respect of any breach of the Tax Warranties to the extent that such liability is excluded by virtue of the provisions contained in clause 3 of the Tax Covenant.

16	No double recovery

The Buyer shall not be entitled to recover from the Warrantors more than once for the same damage or loss suffered.

17	Net benefit

17.1	The Warrantors shall not be liable for any Claim to the extent that the subject of the Claim or a claim under the Tax Covenant has been or is made good or is otherwise compensated for without cost or loss to the Buyer’s Group or to the Company or any Subsidiaries.

17.2

The Warrantors shall not be liable in respect of any Claim (other than a claim under the Tax Warranties) for any losses suffered by the Buyer, or any member of the Buyer’s Group, to the extent that there are any corresponding savings by or net benefit to the Buyer or any member of the Buyer’s Group related to the Claim.

18	Transferability of rights

This Agreement shall be actionable only by the Buyer or any member of the Buyer’s Group to whom rights are assigned under this Agreement and no other party shall be entitled to make any Claim or take any action whatsoever against the Warrantors under or arising out of or in connection with this Agreement.

-31-

19	Taxation, Pensions, Property, Environment and Intellectual Property

Without prejudice to the generality of the Warranties in paragraphs 3 (The Accounts ), 4 (Management Accounts and Locked Box Accounts), 5 (Accounting Records), 6 (Events since the Accounts Date), 9 (Tax), 11 (Compliance and Litigation) and 12 (Licences), no claim may be made against the Warrantors under the Warranties:

(a)

save pursuant to the Warranties contained in paragraph 16 of Schedule 2 of this Agreement, to the extent that the Claim relates to Employees; or

(b)

save pursuant to the Warranties contained in paragraph 16 of Schedule 2 of this Agreement, to the extent that the Claim relates to the Relevant Schemes;

(c)

save pursuant to the Warranties contained in paragraph 13 of Schedule 2 of this Agreement, to the extent that the Claim relates to Intellectual Property; or

(d)

save pursuant to the Warranties contained in paragraph 13 of Schedule 2 of this Agreement, to the extent that the Claim relates to Information Technology; or

(e)

save pursuant to the Warranties contained in paragraph 8 and/or 10 of Schedule 2 of this Agreement, to the extent that the Claim relates to the Environmental and/or the Properties; or

(f)

save pursuant to the Warranties contained in paragraph 9 of Schedule 2 of this Agreement, to the extent that the Claim relates to Taxation (irrespective of whether the Taxation relates to any of the above).

20	Disclosure

The Buyer shall not be entitled to claim that any matter causes the Warranties to be breached to the extent that any matter is Disclosed in the First Disclosure Letter or, in the case of the Repeated Warranties, is Disclosed in the Second Disclosure Letter.

-32-

SCHEDULE 4

Group Companies

Part 1: Particulars of the Company


Name:	Deloro Stellite Holdings 1 Limited

Number:	05643255

Date of registration:	2 December 2005 under the Companies Act 1985

Status:	private company

Place of registration:	England

Registered Office:	Units 4 & 5 Bicester Business Park Telford Road Bicester Oxfordshire OX26 4LD

Authorised share capital:	€623,668.83 divided into 1,045,588 A Ordinary Shares of €0.01 each, 3,136,764 B Ordinary Shares of €0.01 each, 11,090 C Ordinary Shares of €0.01 each, 104,834 D Ordinary Shares of €0.01 each, 46,979,936 Preference Shares of €0.01 each, 10,000 B Preference Shares of €0.01 each and £100 divided into 100 Deferred Shares of £1.00 each

Issued share capital:	1,045,588 A Ordinary Shares 3,136,764 B Ordinary Shares 11,090 C Ordinary Shares 104,834 D Ordinary Shares 46,979,937 Preference Shares 10,000 B Preference Shares
Shareholder and shareholding:	Name	Shares Held
	Duke Street V Limited	94,991 A Ordinary Shares 2,909,933 B Ordinary Shares 100,000 D Ordinary Shares 43,090,498 Preference Shares 7,335 B Preference Shares

	DSC V Beteiligungs GmbH	49,695 B Ordinary Shares 1,667 D Ordinary Shares 727,232 Preference Shares 124 B Preference Shares

-33-


Shareholder and shareholding:	Name	Shares Held
	Duke Street Capital V GmbH & Co KG	4,686 A Ordinary Shares 93,875 B Ordinary Shares 3,167 D Ordinary Shares 1,398,751 Preference Shares 238 B Preference Shares

	Mark Aldridge	27,882 A Ordinary Shares

	Tim Allen	52,279 A Ordinary Shares 275 B Preference Shares 3,100 C Ordinary Shares

	Andrew Caffyn	230,030 A Ordinary Shares 600 B Preference Shares 2,440 C Ordinary Shares 456,732 Preference Shares

	Guenther Clos	83,647 A Ordinary Shares 20,038 B Ordinary Shares 314,483 Preference Shares 67 B Preference Shares

	John Neil Fleming	125,471 A Ordinary Shares 32,562 B Ordinary Shares 2,500 C Ordinary Shares 511,035 Preference Shares 400 B Preference Shares

	Hans Nilsson	41,824 A Ordinary Shares 6,513 B Ordinary Shares 102,215 Preference Shares 22 B Preference Shares

	Joseph Overton	62,735 A Ordinary Shares 220 B Preference Shares

	John Pawlikowski	83,647 A Ordinary Shares 20,038 B Ordinary Shares 314,483 Preference Shares 67 B Preference Shares

	Michael Ruenz	73,191 A Ordinary Shares 240 B Preference Shares

-34-


Shareholder and shareholding:	Name	Shares Held
	Dan Schmidt	41,824 A Ordinary Shares

	Song Ling	41,824 A Ordinary Shares 125 B Preference Shares

	John Richard Stephenson	41,824 A Ordinary Shares 4,110 B Ordinary Shares 3,050 C Ordinary Shares 64,508 Preference Shares 75 B Preference Shares

	Eric Priestley	20,912 A Ordinary Shares 100 B Preference Shares

	Jim Wu	10,456 A Ordinary Shares

	Daniel De Wet	70 B Preference Shares

	Olivier Arnould	8,365 A Ordinary Shares

	John Hussa	42 B Preference Shares

Charges:	Refer to Schedule 9

	Name		To remain in place following Completion?
Directors:	Andrew David Caffyn		Yes

	John Neil Fleming		Yes

	Jason Lawford		No

	Eric Priestley		No

	John Richard Stephenson		No

	Alistair Charles Westray Troup		No

Secretary:	John Neil Fleming		Yes

Auditors:	PricewaterhouseCoopers LLP

-35-

Part 2 : Particulars of the Subsidiaries


Name:	Deloro Stellite Holdings 2 Limited

Number:	05643266

Date of registration:	2 December 2005 under the Companies Act 1985

Status:	private company

Place of registration:	England

Registered Office:	Units 4 & 5 Bicester Business Park Telford Road Bicester Oxfordshire OX26 4LD

Authorised share capital:	€535,433.61 divided into 1,045,588 A Ordinary Shares of €0.01 each, 3,136,764 B Ordinary Shares of €0.01 each and 49,361,009 Preference Shares of €0.01 each and £100 Deferred Shares of £1.00 each

Issued share capital:	1,045,588 A Ordinary Shares 3,136,764 B Ordinary Shares 46,725,785 Preference Shares

Shareholder and shareholding:	Name	Shares Held
	Deloro Stellite Holdings 1 Limited	1,045,588 A Ordinary Shares 3,136,764 B Ordinary Shares 46,725,785 Preference Shares

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?
Directors:	John Neil Fleming	Yes

Secretary:	John Neil Fleming	Yes

Auditors:	PricewaterhouseCoopers LLP

-36-


Name:	Deloro Stellite Holdings 3 Limited

Number:	05643308

Date of registration:	2 December 2005 under the Companies Act 1985

Status:	private company

Place of registration:	England

Registered Office:	Units 4 & 5 Bicester Business Park Telford Road Bicester Oxfordshire OX26 4LD

Authorised share capital:	€535,433.61 divided into 1,045,588 A Ordinary Shares of €0.01 each, 3,136,764 B Ordinary Shares of €0.01 each and 49,361,009 Preference Shares of €0.01 each and £100 divided into Deferred Shares of £1.00 each

Issued share capital:	1,045,588 A Ordinary Shares 3,136,764 B Ordinary Shares 46,725,785 Preference Shares

Shareholder and shareholding:	Name	Shares Held
	Deloro Stellite Holdings 2 Limited	1,045,588 A Ordinary Shares 3,136,764 B Ordinary Shares 46,725,785 Preference Shares

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?

Directors:	John Neil Fleming	Yes

Secretary:	John Neil Fleming	Yes

Auditors:	PricewaterhouseCoopers LLP

-37-


Name:	Deloro Holdings Inc

Number:	N/A

Date of registration:	27 January 2003

Status:	private company

Place of registration:	Delaware, United States of America

Registered Office:	1201, Eisenhower Drive North, Goshen, IN, USA

Authorised share capital:	95,000 common stock of $0.01 each 5,000 D shares of preference stock of $0./01 each 100 F shares of preference shares of $0.01 each

Issued share capital:	15,500 common stock of $0.01 each

Shareholder and shareholding:	Name	Shares Held
	Deloro Stellite Holdings 3 Limited	9500 common stock

	Deloro Stellite Holdings 3 Limited	6000 preference stock

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?
Directors:	John Neil Fleming	Yes

	Daniel de Wet	Yes

Secretary:	None	N/A

Auditors:	None

-38-


Name:	Deloro Stellite Group Limited

Number:	03290596

Date of registration:	11 December 1996 under the Companies Act 1985

Status:	private company

Place of registration:	England

Registered Office:	Units 4 & 5 Bicester Business Park Telford Road Bicester Oxfordshire OX26 4LD

Authorised share capital:	£6,129,553.67 divided into 1,062,500 A Ordinary Shares of £0.10 each, 455,357 C Ordinary Shares of £0.01 each, 10,166,231 A Preference Shares of £1.00 each and 187,500 B Preference Shares of £0.10 each

Issued share capital:	1,062,500 A Ordinary Shares of £0.01 each 10,166,231 A Preference Shares of £1.00 each 186,900 B Preference Shares of £0.10 each 390,958 C Ordinary Shares of £0.01 each 9,562,500 New A1% Preference Shares of £0.01 each

Shareholder and shareholding:	Name	Shares Held
	Deloro Holdings Inc	9,562,500 New A1% Preference Shares 1,062,500 A Ordinary Shares 10,166,231 A Preference 167,429 B Preference

	Deloro Stellite Holdings 3 Limited	19,471 B Preference Shares 390,958 C Ordinary Shares

Charges:	Refer to Schedule 9

-39-


	Name	To remain in place following Completion?

Directors:	John Neil Fleming	Yes

Secretary:	John Neil Fleming	Yes

Auditors:	PricewaterhouseCoopers LLP

-40-


Name:	Deloro Stellite UK (Secretary) Ltd

Number:	05289110

Date of registration:	17 November 2004 under the Companies Act 1985

Status:	private company

Place of registration:	England

Registered Office:	Units 4 & 5 Bicester Business Park Telford Road Bicester Oxfordshire OX26 4LD

Authorised share capital:	£100 divided into 100 ordinary shares of £1.00 each

Issued share capital:	1 ordinary shares
Shareholder and shareholding:	Name	Shares Held
	Deloro Stellite Group Limited	1 Ordinary Share

Charges:	None
	Name	To remain in place following Completion?

Directors:	John Neil Fleming	Yes

Secretary:	John Neil Fleming	Yes

Auditors:	PricewaterhouseCoopers LLP

-41-


Name:	DS Holdings (USA) Inc

Number:	N/A

Date of registration:	4 August 1997

Status:	private company

Place of registration:	Delaware, United States of America

Registered Office:	1201, Eisenhower Drive North, Goshen, IN, USA

Authorised share capital:	1,000 shares of Common Stock of $0.01 each

Issued share capital:	1,000 shares of Common Stock of $0.01 each

Shareholder and shareholding:	Name	Shares Held

	Deloro Stellite Group Limited	1,000 common stock of $0.01 each

Charges:	Refer to Schedule 9
	Name	To remain in place following Completion?

Directors:	John Neil Fleming	Yes

Officers:	Daniel de Wet (Vice President)	Yes

Secretary:	None	N/A

Auditors:	N/A

-42-


Name:	Deloro Stellite UK (Director) Limited

Number:	05289105

Date of registration:	17 November 2004 under the Companies Act 1985

Status:	private company

Place of registration:	England

Registered Office:	Units 4 & 5 Bicester Business Park Telford Road Bicester Oxfordshire OX26 4LD

Authorised share capital:	£100 divided into 100 ordinary shares of £1.00 each

Issued share capital:	1 ordinary share

Shareholder and shareholding:	Name	Shares Held
	Deloro Stellite Group Limited	1 Ordinary Share

Charges:	None

	Name	To remain in place following Completion?
Directors:	John Neil Fleming	Yes

Secretary:	John Neil Fleming	Yes

Auditors:	PricewaterhouseCoopers LLP

-43-


Name:	Deloro Stellite Holdings Corporation

Number:	N/A

Date of registration:	10 November 1988

Status:	private company

Place of registration:	Delaware, United States of America

Registered Office:	1201, Eisenhower Drive North, Goshen, IN, USA

Authorised share capital:	1,000 shares of Common Stock of $0.01 per share

Issued share capital:	1,000 shares of Common Stock of $0.01 per share

Shareholder and shareholding:	Name	Shares Held
	DS Holdings (USA) Inc	1,000 common stock of $0.01 per share

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?
Directors:	John Neil Fleming	Yes

Officers:	Daniel de Wet (Vice President)	Yes

Secretary:	None	N/A

Auditors:	None

-44-



Name:	Shanghai Stellite Co. Limited

Number:	310000400000863

Date of registration:	22 May 1985

Status:	Sino-foreign equity joint venture

Place of registration:	Shanghai, China

Registered Office:	Shanghai Administration for Industry and Commerce

Authorised share capital:	Not applicable

Issued share capital:	$5,450,000

Shareholder and shareholding:	Name	Shares Held
	Shanghai No. 8 Institute of Nuclear Industry	$1,125,000

	Shanghai Shenxin Economic Development Corporation	$1,125,000

	Deloro Stellite Holding Corporation	$3,200,000

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?
Directors:	Andrew Caffyn	Yes

	John Neil Fleming	Yes

	Kuang Hu Di	Yes

	Tan Song Pei	Yes

General manager:	Song Ling	Yes

Supervisor:	Paul Tadman

Secretary:	Chen Gang	Yes

Auditors:	Shanghai Yishi United Certified Public Accountants and PricewaterhouseCoopers LLP

-45-


Name:	Deloro Holdings (Lux) S.à.r.l

Number:	2003 2419233

Date of registration:	28 October 2003

Status:	private company

Place of registration:	Luxembourg

Registered Office:	15 rue Edward Steichen, L-2540, Luxembourg

Authorised share capital:

Issued share capital:	€12,500 of issued share capital

Shareholder and shareholding:	Name	Shares Held
	Deloro Stellite Holding Corporation	100%

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?
Manager	Vistra Luxembourg S.à.r.l	Yes

Secretary:	None	N/A

Auditors:	None

-46-


Name:	Deloro Stellite Inc

Ontario Number:	000654817

Quebec Extra-provincial Registration Number:	1163938344

Date of registration:	14 February 1986

Date of Quebec Extra-provincial Registration:	6 September 2006

Status:	private company

Place of registration:	Ontario, Canada

Registered Office:	471 Dundas Street East Belleville Ontario Canada K8N 5C4

Authorised share capital:	$401 divided into 401 Common Stock of $1 each pledged on 16 December 2003

Issued share capital:	401 Common Stock

Shareholder and shareholding:	Name	Shares Held
	Deloro Stellite Holdings Corporation	401 Common Stock

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?
Directors:	Joseph A Overton	Yes

	Donald A Williams	Yes

	Wayne Holden	Yes

	John Neil Fleming	Yes

	Jason Price	Yes

Secretary:	Ernest D McNee	Yes

Auditors:	N/A

-47-


Name:	Microfusione Stellite S.p.A

Number:	01486740168 (registration number in the Companies’ Registry of Milan)

Date of registration:	4 February 2000

Status:	private stock company limited by shares (società per azioni)

Place of registration:	Companies’ Registry of Milan, Italy

Registered Office:	Via G.di Vittorio N. 24 20090 Pieve Emanuele (frazione Fizzonasco) Milan Italy

Authorised share capital:	€11,292,000.00 divided into 11,292,000 ordinary shares of €1.00 each

Issued share capital:	€11,292,000.00 divided into 11,292,000 ordinary shares of €1.00 each

Shareholder and shareholding:	Name	Shares Held
	Deloro Stellite Inc	11,292,000 ordinary shares (representing 100% of the share capital of Microfusione Stellite S.p.A.)

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?
Directors:	John Neil Fleming (Chairman of the Board of Directors)	Yes

	Timothy Dobson Allen	Yes

Special Attorneys:	Fabio Besana	Yes

	Mauro Bianchi	Yes

	Cristiano Bernini	Yes

Secretary:	None	N/A

Auditors:	Eldo Menchinella, statutory member and Chairman of the Board of Statutory Auditors; Emanuela Rondelli, statutory member;

-48-



	Name	To remain in place following Completion?
		Gianluca Ronzio, statutory member; Andrea Cagnani, substitute member; Maurizio Alberto Balzarini, substitute member
Auditors:		PricewaterhouseCoopers LLP

-49-


Name:	Deloro Stellite LP

Number:	N/A

Date of registration:	28 June 1979

Status:	Limited Partnership

Place of registration:	Delaware, United States of America

Registered Office:	1201 Eisenhower Drive Goshen IN 46526

Authorised share capital:	Not applicable as a limited partnership

Issued share capital:	Not applicable as a limited partnership

Shareholder and shareholding:	Name	Shares Held
	Deloro Stellite Holding Corporation	N/A

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?
Directors:	John Neil Fleming (President)	Yes

	Chad Heathco (Treasurer)	Yes

Secretary:	Bradley S. Belcher	Yes

Auditors:	None

-50-


Name:	DS UK Limited

Number:	03443447

Date of registration:	26 September 1997 under the Companies Act 1985

Status:	private company

Place of registration:	England

Registered Office:	Units 4 & 5 Bicester Business Park Telford Road Bicester Oxfordshire OX26 4LD

Authorised share capital:	£50,000 divided into 40,000 Preference Shares of £1.00 each and 10,000 Ordinary Shares of £1.00 each

Issued share capital:	10,000 ordinary shares and 40,000 Preference Shares

Shareholder and shareholding:	Name	Shares Held
	Deloro Holdings Inc	10,000 ordinary shares 40,000 Preference Shares

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?

Directors:	John Neil Fleming	Yes

Secretary:	John Neil Fleming	Yes

Auditors:	PricewaterhouseCoopers LLP

-51-


Name:	Deloro Stellite

Number:	01445209

Date of registration:	22 August 1979 under the Companies Act 1985

Status:	private company

Place of registration:	England

Registered Office:	Units 4 & 5 Bicester Business Park Telford Road Bicester Oxfordshire OX26 4LD

Authorised share capital:	£7,000,000 divided into 7,000,000 ordinary shares of £1.00 each

Issued share capital:	1,811,151 ordinary shares

Shareholder and shareholding:	Name	Shares Held
	DS UK Limited	1,811,151 Ordinary Shares

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?
Directors:	John Neil Fleming	Yes

Secretary:	John Neil Fleming	Yes

Auditors:	PricewaterhouseCoopers LLP

-52-


Name:	DS Verwaltungsgesellschaft mbH

Number:	HRB 6913 (Koblenz)

Date of registration:	4 March 2004 (foundation deed dated 6 August 2003)

Status:	private company

Place of registration:	Germany

Registered Office:	Zur Bergpflege 51-53, 56070 Koblenz

Authorised share capital:	€25,000 divided into 1 ordinary share of €24,000 and 1 ordinary share of €1,000

Issued share capital:	1 ordinary share of €24,000 1 ordinary share of €1,000

Shareholder and shareholding:	Name	Shares Held
	Deloro Stellite Holding Corporation	2

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?
Directors:	Michael Ruenz	Yes

Secretary:	None	N/A

Auditors:	None

-53-


Name:	Deloro Stellite Holding GmbH & Co. KG

Number:	HRA 5352 (Koblenz)

Date of registration:	19 March 2004

Status:	private limited partnership

Place of registration:	Germany

Registered Office:	Zur Bergpflege 51-53, 56070 Koblenz

Limited partnership interest:	€100,000

Issued share capital:	N/A

Members:	Name	Status
	Limited Partner – Deloro Stellite Holding Corporations holding a limited partnership interest in the amount of €100,000	Limited liability

	General Partner – DS Verwaltungsgesellschaft mbH	Unlimited liability

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?
Directors:	DS Verwaltungsgesellschaft mbH, represented by its managing director(s)	Yes

Secretary:	None	N/A

Auditors:	PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft

-54-


Name:	Hettiger Stellite GmbH

Number:	HRB 6109 (Koblenz)

Date of registration:	26 January 1999 (foundation deed dated 17 November 1998)

Status:	private company

Place of registration:	Germany

Registered Office:	Zur Bergpflege 53, 56070 Koblenz

Authorised share capital:	DM50,000 divided into 1 ordinary share of DM50,000

Issued share capital:	1 ordinary share of DM50,000

Shareholder and shareholding:	Name	Shares held
	Deloro Stellite Holding GmbH & Co. KG	1

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?
Directors:	Michael Ruenz	Yes

Secretary:	None	N/A

Auditors:	None

-55-


Name:	Deloro Stellite GmbH

Number:	HRB 1922 (Koblenz)

Date of registration:	8 July 1980 (foundation deed dated 22 November 1979)

Status:	private limited company

Place of registration:	Germany

Registered Office:	Zur Bergpflege 53, 56070 Koblenz

Authorised share capital:	€1,000,000 divided into 1 ordinary share of €1,000,000

Issued share capital:	1 ordinary share of €1,000,000

Shareholder and shareholding:	Name	Shares held
	Deloro Stellite Holding GmbH Co KG	1

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?
Directors:	Michael Ruenz	Yes

Secretary:	None	N/A

Auditors:	PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft

-56-


Name:	Deloro Stellite S.r.l.

Number:	06135890967 (registration number in the Companies’ Registry of Milan)

Date of registration:	10 April 2008

Status:	Private limited liability company by quotas (società a responsabilità limitata)

Place of registration:	Companies’ Registry of Milan, Italy

Registered Office:	Via G. Di Vittorio, n. 24 20090 Pieve Emanuele Milan Italy

Authorised capital:	€10,000.00 divided into 1 quota of €10,000

Issued capital:	€10,000.00

Shareholder and shareholding:	Name	Quotas held
	Deloro Stellite Holding GmbH & Co. KG	1 quota (having a nominal value equal to EUR 10,000.00, representing 100% of the capital of Deloro Stellite S.r.l.)

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?
Directors:	Michael Ruenz (Sole Director)	Yes

Special Attorneys:	Ralph Jurgen Kuffner	Yes

	Gianluca Tiranti	Yes

Secretary:	None	N/A

Auditors:	None

-57-


Name:	Deloro Stellite India Private Ltd (India)

Number:	U31908DL2007PTC169789

Date of registration:	4 October 2007 under the Companies Act, 1956 (No. 1 of 1956)

Status:	private company

Place of registration:	India

Registered Office:	A-9, Gulmohar Park New Delhi 110049 India

Authorised share capital:	Rs. 120,000,000 divided into 12,000,000 shares of Rs. 10 each

Issued share capital:	577,314 Shares

Shareholder and shareholding:	Name	Shares Held
	Deloro Stellite Holding GmbH & Co, KG	437,714

	Monga Holding Private Limited	90,000

	Kanwal Monga	5,000

	Kanav Monga	5,000

Charges:	Nil

	Name	To remain in place following Completion?
Directors:	Mr Michael Ruenz	Yes

	Mr Juergen Kuffner	Yes

	Mr Kanwal Monga	Yes

	Mr Gnanaprakasam Mariappan	Yes

Secretary:	None	N/A

Auditors:	S.P. Nagrath & Co.

-58-


Name:	DSGP, LLC

Number:	3739108

Date of registration:	12 December 2003

Status:	Active

Place of registration:	Delaware

Registered Office:	1209 Orange Street, Wilmington, Delaware, 19801

Authorised share capital:	N/A

Issued share capital:	N/A

Sole member:	Name
	Deloro Stellite Holdings Corporation

Charges:	Refer to Schedule 9

	Name	To remain in place following Completion?

Directors:	Neil Fleming	Yes

	Brad Belcher	Yes

	Joseph Rowan	Yes

Secretary:	Joseph Rowan	Yes

Auditors:	N/A

-59-

SCHEDULE 5

The Properties

Part 1

The Freehold Properties


Company	Property	Freehold

Shanghai Stellite Co. Limited	1799 Bao Jia Road, Jia-Ding District, 201800, Shanghai, People’ Republic of China	Freehold but subject to Chinese law on owning land

Microfusione Stellite S.p.a.	Via G. Di Vittorio, 24 20090 Pieve Emanuele, Milan, Italy	Freehold

Deloro Stellite GmbH,	Deloro Stellite Holding Gmbh & Co KG, Hettiger Stellite GmbH, Zur Bergpflege 51-53, 56070 Koblenz, Germany	Freehold

Deloro Stellite Inc	PO Box 5300, 471 Dundas Street E Belleville, Ontario K8N 1G2 Canada	Freehold

-60-

Part 2

The Leasehold Properties


Company	Property	Leasehold/Freehold

Deloro Stellite Inc	Deloro Stellite Surface Technologies 19300 Ave. Clarke-Graham Baie d’Urfé, Qc H9X 3R8 Montreal Canada	Leasehold

Deloro Stellite S.r.l	Via G. Di Vittorio, 24 20090 Pieve Emanuele, Milan, Italy	Leasehold

Deloro Stellite	Cheney Manor Industrial Estate Swindon, Wiltshire, SN2 2PW UK	Leasehold up to December 31, 2011

	Pembery Way Swindon	Leasehold

Deloro Stellite Group	Units 4 & 5 Bicester Business Park, Telford Road, Bicester, Oxon OX26 4LD, UK	Leasehold

Deloro Stellite India P. Ltd	No.20, Sector 3, IMT Manesar, Gurgaon, India	Leasehold

Deloro Stellite Group	1201 Eisenhower Drive N.Goshen, Indiana 46526, USA	Leasehold

-61-

SCHEDULE 6

Intellectual Property


Thursday, December 1, 2011		Patent List by SP Matter No.		Page 2 of 12

SP Matter No.

Country

SubCase

Case Type

Application Number
Filing Date

Publication Number
Publication Date

Patent Number
Issue Date

Status
Expiration Date

TDSD8736.2

Canada

ORD

2326006

15-Nov-2000

2326006

21-Feb-2006

Granted

15-Nov-2020

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

SMART & BIGGAR

Agent Ref: 64725-799

Title:

COBALT-BASED INDUSTRIAL CUTTING TOOL INSERTS AND ALLOYS THEREFOR

[Co, 3-15% Mo, 25-35%Cr,<1 W]

Owner:

Deloro Stellite Holdings Corporation

TDSD8736.3

Germany

ORD

100 56 636.7

15-Nov-2000

DE 10056636

28-Jun-2001

100 56 636.7

15-Sep-2005

Granted

15-Nov-2020

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

BULOW PATENTANWALTSKANZLEI

Agent Ref: S112-53-DE

Title:

COBALT-BASED INDUSTRIAL CUTTING TOOL INSERTS AND ALLOYS THEREFOR

[Co, 3-15% Mo, 25-35%Cr,<1 W]

Owner:

TDSD8753.2

United States of America

CIP

10/250,205

12-Jun-2003

US 2004-0057863 A1

25-Mar-2004

6,852,176

08-Feb-2005

Granted

27-Jul-2023

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

WEAR-RESISTANT, CORROSION-RESISTANT COBALT-BASED ALLOYS

[T-400; T-400C]

Owner:

Deloro Stellite Holdings Corporation

TDSD8753.4

Canada

PCT

2,491,754

16-Jun-2003

2491754

Published

16-Jun-2023

Attorneys:

PIF

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

SMART & BIGGAR

Agent Ref: 64725-983

Title:

WEAR-RESISTANT, CORROSION-RESISTANT COBALT-BASED ALLOYS

[T-400; T-400C]

Owner:

Deloro Stellite Company, Inc.

-62-


Thursday, December 1, 2011		Patent List by SP Matter No.		Page 3 of 12

SP Matter No.

Country

SubCase

Case Type

Application Number
Filing Date

Publication Number
Publication Date

Patent Number
Issue Date

Status
Expiration Date

TDSD8753.5

Japan

PCT

2005-505505

16-Jun-2003

2005-533186A

04-Nov-2005

4463763

26-Feb-2010

Granted

16-Jun-2023

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

AOYAMA & PARTNERS

Agent Ref: P197913

Title:

WEAR-RESISTANT, CORROSION-RESISTANT COBALT-BASED ALLOYS

[T-400; T-400C]

Owner:

Deloro Stellite Company, Inc.

TDSD8753.7

France

EPP

03765448.0

16-Jun-2003

1521859

09-Jan-2008

Granted

16-Jun-2023

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

WEAR-RESISTANT, CORROSION-RESISTANT COBALT-BASED ALLOYS

[T-400; T-400C]

Owner:

Deloro Stellite Company, Inc.

TDSD8753.8

Germany

EPP

03765448.0

16-Jun-2003

DE 603 18 579 T2

10-Apr-2008

603 18 579.7-08

09-Jan-2008

Granted

16-Jun-2023

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

WEAR-RESISTANT, CORROSION-RESISTANT COBALT-BASED ALLOYS

[T-400; T-400C]

Owner:

Deloro Stellite Company, Inc.

TDSD8753.9

United Kingdom

EPP

03765448.0

16-Jun-2003

1521859

09-Jan-2008

Granted

16-Jun-2023

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

WEAR-RESISTANT, CORROSION-RESISTANT COBALT-BASED ALLOYS

[T-400; T-400C]

Owner:

Deloro Stellite Company, Inc.

-63-


Thursday, December 1, 2011		Patent List by SP Matter No.		Page 4 of 12

SP Matter No.

Country

SubCase

Case Type

Application Number
Filing Date

Publication Number
Publication Date

Patent Number
Issue Date

Status
Expiration Date

TDSD8757

United States of America

ORD

10/429,010

02-May-2003

US2004-0219354A1

04-Nov-2004

6,863,990

08-Mar-2005

Granted

02-May-2023

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

WEAR-RESISTANT, CORROSION-RESISTANT NI-CR-MO THERMAL SPRAY POWDER AND METHOD

[Ni-Cr-Mo powder for HVOF]

Owner:

Deloro Stellite Holdings Corporation

TDSD8757.1

Canada

ORD

2454883

06-Jan-2004

2454883

10-May-2011

Granted

06-Jun-2024

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

SMART & BIGGAR

Agent Ref: 64725-947

Title:

WEAR-RESISTANT, CORROSION-RESISTANT NI-CR-MO THERMAL SPRAY METHOD AND COMPONENT COATED THEREBY

[Ni-Cr-Mo powder for HVOF]

Owner:

Deloro Stellite Holdings Corporation

TDSD8766.1

United States of America

ORD

11/015,129

17-Dec-2004

US-2005-0142026-A1

30-Jun-2005

7,572,408

11-Aug-2009

Granted

17-Dec-2024

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

DUCTILE COBALT-BASED LAVES PHASE ALLOYS

[T-410]

Owner:

Deloro Stellite Holdings Corporation

-64-


Thursday, December 1, 2011		Patent List by SP Matter No.		Page 5 of 12

SP Matter No.

Country

SubCase

Case Type

Application Number
Filing Date

Publication Number
Publication Date

Patent Number
Issue Date

Status
Expiration Date

TDSD8766.3

European Patent Convention

PCT

04814903.3

17-Dec-2004

1704263

27-Sep-2006

Published

17-Dec-2024

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

BOULT, WADE & TENNANT

Agent Ref: RPS/MNW/P87274EP00

Title:

DUCTILE COBALT-BASED LAVES PHASE ALLOYS

[T-410]

Owner:

Deloro Stellite Holdings Corporation

TDSD8776.3

United States of America

CIP

11/755,594

30-May-2007

US-2008-0193675-A1

14-Aug-2008

Published

30-Nov-2025

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

WELDABLE, CRACK-RESISTANT CO-BASED ALLOY AND OVERLAY METHOD

[Stellite 22 and 22C]

Owner:

Deloro Stellite Holdings Corporation

TDSD8776.6

European Patent Convention

PCT

05852470.3

30-Nov-2005

1838889

03-Oct-2007

Published

30-Nov-2025

Attorneys:

PIF

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

BOULT, WADE & TENNANT

Agent Ref: RPS/OJR/P92777EP00

Title:

WELDABLE, CRACK-RESISTANT CO-BASED ALLOY

[Stellite 22 and 22C]

Owner:

Deloro Stellite Holdings Corporation

-65-


Thursday, December 1, 2011		Patent List by SP Matter No.		Page 6 of 12

SP Matter No.

Country

SubCase

Case Type

Application Number
Filing Date

Publication Number
Publication Date

Patent Number
Issue Date

Status
Expiration Date

TDSD8777.1

United States of America

ORD

11/304,127

15-Dec-2005

US-2006-0134455-A1

22-Jun-2006

Published

15-Dec-2025

Attorneys:

PIF

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

IMPARTING HIGH-TEMPERATURE DEGRADATION RESISTANCE TO COMPONENTS FOR INTERNAL COMBUSTION ENGINE SYSTEMS

[Fusion Coating]

Owner:

Deloro Stellite Holdings Corporation

TDSD8777.3

Canada

PCT

2595712

15-Dec-2005

2595712

Pending

15-Dec-2025

Attorneys:

PIF, NCW

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

SMART & BIGGAR

Agent Ref: 64725-1076

Title:

IMPARTING HIGH-TEMPERATURE DEGRADATION RESISTANCE TO COMPONENTS FOR INTERNAL COMBUSTION ENGINE SYSTEMS

[Fusion Coating]

Owner:

Deloro Stellite Holdings Corporation

TDSD8777.4

Japan

PCT

2007-546870

15-Dec-2005

2008-524444A

10-Jul-2008

Published

15-Dec-2025

Attorneys:

PIF, NCW

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

AOYAMA & PARTNERS

Agent Ref: P213745

Title:

DEGRADATION RESISTANCE TO COMPONENTS FOR INTERNAL COMBUSTION ENGINE SYSTEMS

[Fusion Coating]

Owner:

Deloro Stellite Holdings Corporation

-66-


Thursday, December 1, 2011		Patent List by SP Matter No.		Page 7 of 12

SP Matter No.

Country

SubCase

Case Type

Application Number
Filing Date

Publication Number
Publication Date

Patent Number
Issue Date

Status
Expiration Date

TDSD8777.5

European Patent Convention

PCT

05854103.8

15-Dec-2005

1844182

17-Oct-2007

1844182

25-Aug-2010

Granted

15-Dec-2025

Attorneys:

PIF, NCW, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

BOULT, WADE & TENNANT

Agent Ref: P93696EP00

Title:

IMPARTING HIGH-TEMPERATURE DEGRADATION RESISTANCE TO COMPONENTS FOR INTERNAL COMBUSTION ENGINE SYSTEMS

[Fusion Coating]

Owner:

Deloro Stellite Holdings Corporation

TDSD8777.501

France

EPP

05854103.8

15-Dec-2005

1844182

25-Aug-2010

Granted

15-Dec-2025

Attorneys:

PIF, NCW, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

IMPARTING HIGH-TEMPERATURE DEGRADATION RESISTANCE TO COMPONENTS FOR INTERNAL COMBUSTION ENGINE SYSTEMS

[Fusion Coating]

Owner:

Deloro Stellite Holdings Corporation

TDSD8777.502

Germany

EPP

05854103.8

15-Dec-2005

1844182

25-Aug-2010

Granted

15-Dec-2025

Attorneys:

PIF, NCW, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

IMPARTING HIGH-TEMPERATURE DEGRADATION RESISTANCE TO COMPONENTS FOR INTERNAL COMBUSTION ENGINE SYSTEMS

[Fusion Coating]

Owner:

Deloro Stellite Holdings Corporation

-67-


Thursday, December 1, 2011		Patent List by SP Matter No.		Page 8 of 12

SP Matter No.

Country

SubCase

Case Type

Application Number
Filing Date

Publication Number
Publication Date

Patent Number
Issue Date

Status
Expiration Date

TDSD8777.503

United Kingdom

EPP

05854103.8

15-Dec-2005

1844182

25-Aug-2010

Granted

15-Dec-2025

Attorneys:

PIF, NCW, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

IMPARTING HIGH-TEMPERATURE DEGRADATION RESISTANCE TO COMPONENTS FOR INTERNAL COMBUSTION ENGINE SYSTEMS

[Fusion Coating]

Owner:

Deloro Stellite Holdings Corporation

TDSD8790.1

United States of America

ORD

11/463,967

11-Aug-2006

US-2009-0032501-A1

05-Feb-2009

Published

11-Aug-2026

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

ABRASION-RESISTANT WED OVERLAY

[Tar Sands]

Owner:

Deloro Stellite Holdings Corporation

TDSD8790.2

Canada

ORD

2556132

14-Aug-2006

2556132

Pending

14-Aug-2026

Attorneys:

PIF

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

SMART & BIGGAR

Agent Ref: 64725-1045

Title:

ABRASION-RESISTANT WELD OVERLAY

[Tar Sands]

Owner:

Deloro Stellite Holdings Corporation

-68-


Thursday, December 1, 2011		Patent List by SP Matter No.		Page 9 of 12

SP Matter No.

Country

SubCase

Case Type

Application Number
Filing Date

Publication Number
Publication Date

Patent Number
Issue Date

Status
Expiration Date

TDSD8790.3

Germany

ORD

102006038116.5

14-Aug-2006

05-Apr-2007

Published

14-Aug-2026

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

BULOW PATENTANWALTSKANZLEI

Agent Ref: S112-73-DE

Title:

ABRASION-RESISTANT WELD OVERLAY

[Tar Sands]

Owner:

Deloro Stellite Holdings Corporation

TDSD8790.4

United Kingdom

ORD

0616126.9

14-Aug-2006

2429019

14-Feb-2007

2429019

24-Dec-2008

Granted

14-Aug-2026

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

BOULT WADE TENNANT

Agent Ref: RPS/MNW/P87615GB00

Title:

ABRASION-RESISTANT WELD OVERLAY

[Tar Sands]

Owner:

Deloro Stellite Holdings Corporation

TDSD8818.2

United States of America

PCT

12/669,429

15-Apr-2010

US-2010-0209286-A1

19-Aug-2010

Published

11-Jul-2028

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

WELDABLE, CRACK-RESISTANT CO-BASED ALLOY, OVERLAY METHOD, AND COMPONENTS

[Stellite 22D]

Owner:

Deloro Stellite Holdings Corporation

-69-


Thursday, December 1, 2011		Patent List by SP Matter No.		Page 10 of 12

SP Matter No.

Country

SubCase

Case Type

Application Number
Filing Date

Publication Number
Publication Date

Patent Number
Issue Date

Status

Expiration Date

TDSD8818.3

Germany

PCT

11 2008 001 868.5

11-Jul-2008

DE112008001868T5 22-Jul-2010

Published

11-Jul-2028

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

BULOW PATENTANWALTSKANZLEI

Agent Ref: S112-85-DE/PCT

Title:

WELDABLE, CRACK-RESISTANT CO-BASED ALLOY, OVERLAY METHOD, AND COMPONENTS

[Stellite 22D]

Owner:

Deloro Stellite Holdings Corporation

TDSD8832.2

United States of America

PCT

12/994,500

24-Nov-2010

US-2011-0067796-A1

24-Mar-2011

Published

28-May-2029

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

SLURRY-BASED MANUFACTURE OF THIN WALL METAL COMPONENTS

Owner:

Deloro Stellite Holdings Corporation

TDSD8833.2

United States of America

PCT

12/994,536

24-Nov-2010

US-2011-0070119-A1

24-Mar-2011

Published

28-May-2029

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

MANUFACTURE OF COMPOSITE COMPONENTS BY POWDER METALLURGY

Owner:

Deloro Stellite Holdings Corporation

TDSD8837.1

United States of America

ORD

12/790,183

28-May-2010

US-2010-0316883-A1

16-Dec-2010

Published

28-May-2030

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

SPALLATION-RESISTANT MULTILAYER THERMAL SPRAY METAL COATINGS

Owner:

Deloro Stellite Holdings Corporation

-70-


Thursday, December 1, 2011		Patent List by SP Matter No.		Page 11 of 12

SP Matter No.
Country

SubCase

Case Type

Application Number
Filing Date

Publication Number
Publication Date

Patent Number
Issue Date

Status
Expiration Date

TDSD8854

PRI

13/162,763

Pending

United States of America

17-Jun-2011

Attorneys:

PIF, MEG

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

WEAR RESISTANT INNER COATING FOR PIPES AND PIPE FITTINGS [E.g., 720 by Alloy Fusion]

Owner:

Deloro Stellite Holdings Corporation

TDSD8858

United States of America

PRO

Unfiled

Attorneys:

PIF, ZZZ, ZZZ

Client:

Deloro Stellite Holdings Corporation

Client Ref:

Agent:

Agent Ref:

Title:

DILUTION CONTROL FOR HARDFACING VALVES AND VALVE COMPONENTS

Owner:

-71-


Thursday, December 1, 2011	Report Selection	Page 12 of 12

		Record Count: 36

Sort Order: by SP Matter No.

Report Format: Comprehensive

Print Investors?:

Print Remarks?:

Print Images/Links?:

Print Designated Countries?:

Filling Date:

From:

To:

SP Matter No.:

Status Code: Active

Client:

tdsd

Case Type(s):

Status(es):

Agent:

Attorney:

Owner:

Country:

Area:

Inventor:

-72-


Thursday, December 1, 2011		Trademark List by Trademark		Page 2 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

DELCROME

TDSD8192

France

ORD

Registered

06 Int., 09 Int.

N/A

05-July-1988

1528222

05-Jul-1988

Goods:

06 Int.

welding rods of common metal and electrodes containing elements of chromium

09 Int.

welding rods of common metal and electrodes containing elements of chromium

DELCROME

TDSD8195

Germany

ORD

Registered

06 Int., 09 Int., 12 Int.

N/A

11-Aug-1971

W906715

11-Aug-1971

Goods:

06 Int

rough and partly finished common metals and their alloys, and in particular hard metal alloys, rough and partly finished metal or metal alloy castings, metal parts with hard metal surface coatings or with surface coatings consisting of hard metal alloys, chromium, cobalt, tungsten and molybenum containing metal alloys, as well as parts made of such alloys, metal parts and parts made of metal alloys with hard metal surface coatings on the basis of chromium, cobalt, tungsten and molybenum, sintered hard metal parts, welding brazing and soldering metal rods, welding, brazing and soldering metal wires; metal rings, metal rings with hard metal surface; metal powders (except metal powders for painting and decoration), hard metal powders

09 Int.

electrodes for electric arc welding, brazing, soldering, cutting as well as for surface treatment, and in particular for surface hardening and for surface coating of metal parts and of parts made of other materials and in particular of plastics, hand equipment for electric arc welding, brazing, soldering, cutting as well as for surface treatment of metal parts and of parts made of other materials and in particular of plastics

12 Int.

land vehicles and their parts, engines for such vehicles and their parts

DELCROME

TDSD8660

India

ORD

Registered

09 Int.

753562

27-Feb-1997

753562

27-Feb-1997

Goods:

09 Int.

welding electrodes and welding wires

DELCROME

TDS8656

Korea, Republic of

ORD

Registered

06 Int.

97-27664

17-Jun-1997

424552

09-Oct-1998

Goods:

06 Int.

bar-shaped and wire-shaped rods of metal for brazing and welding

DELCROME

TDSD8654

Norway

ORD

Registered

06 Int., 09 Int.

971510

25-Feb-1997

187672

23-Dec-1997

Goods:

06 Int.

metal alloys, welding rods, metal powders, and castings

09 Int.

welding electrodes and wires

DELCROME

TDSD8655

Taiwan

ORD

Registered

09 Int.

86033344

01-Jul-1997

807439

01-Jul-1998

Goods:

09 Int.

welding electrodes

DELCROME

TDSD8705

Taiwan

ORD

Registered

06 Int.

86033342

01-Jul-1997

816430

16-Sep-1998

Goods:

06 Int.

welding wires, semi-finished products made of metal and metal powders

DELCROME

TDSD8176

United Kingdom

ORD

Registered

06 Int.

823022

14-Jul-1961

823022

14-Jul-1961

Goods:

06 Int.

welding rods of common metal containing an element of chromium

-73-


Thursday, December 1, 2011		Trademark List by Trademark		Page 3 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

DELCROME

TDSD8658

United States of America

ORD

Registered

06 Int.

75/355,199

11-Sep-1997

2,275,328

07-Sep-1999

Goods:

06 Int.

metal welding wire, powders of common metals to be used in welding and metal castings

DELORO

TDSD8078

Algeria

ORD

Registered

06 Int.

957

22-Aug-1977

53120

06-Aug-1997

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys, and articles included in Class 6 made therefrom, wire (non-electric) welding rods

DELORO

TDSD8071

Australia

ORD

Registered

06 Int.

276935

18-Mar-1974

276935

18-Mar-1974

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys and articles included in Class 6 made therefrom, wire (non-electric), welding rods

DELORO

TDSD8088

Australia

ORD

Registered

09 Int.

B253403

04-Nov-1971

B253403

04-Nov-1971

Goods:

09 Int.

electrodes for electric arc welding

DELORO

TDSD8074

Registered

527836

033165

Benelux

ORD

06 Int., 08 Int., 09 Int.

19-May-1971

19-May-1972

Goods:

06 Int.

metal alloys, welding rods of common metals

08 Int.

cutting tools

09 Int.

electrodes for electric welding

DELORO

TDSD8089

Brazil

ORD

Registered

06 Int.

N/A

10-Dec-1979

007038615

10-Dec-1979

Goods:

06 Int.

[local class 06.40] electrode and additive metals for welding, in general

DELORO

TDSD8077

Registered

N/A

12260

Bulgaria

ORD

06 Int., 07 Int., 08

Int., 09 Int.

24-Oct-1978

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys, and articles included in class 6 made therefrom, wire (non-electric); welding rods

07 Int.

machines for use in the textile, paper, quarrying, mining and engineering industries; machine tools and tools for use in machine tools and parts included in class 7 of all the aforesaid goods

08 Int.

hand tools, hand instruments and cutlery

09 Int.

electrodes for electric arc welding

DELORO

TDSD8058

Registered

N/A

134298

Canada

ORD

000 Int., 001 Int.

11-Feb-1963

24-Jan-1964

-74-


Thursday, December 1, 2011		Trademark List by Trademark		Page 4 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

Goods:

000 Int.

cobalt base alloys having as principal alloying elements chromium, tungsten, and/or molybdenum and stainless steel castings

001 Int.

cutting tools and dies and machine parts made from or partially coated with an alloy for resistance to wear, corrosion and high temperatures namely (a) for use in agriculture - ploughshares, plough discs, ditcher teeth, corn knives, mower shoes, crashing hammers, corn stalk cutter knives; (b) for use in the automobile industry - exhaust valves seat insert, water pump shafts, valve push rods, tappets, valve stem tips, rocker arms, dies for hot blanking, shearing and trimming, boring bar wear strips, centreless work rests, (C) for use in the brick and pottery industry - clay brick dies, tile dies, brick machine knives, pug mill knives and scrapers, auger wearing strips, mixer blades, bucket lips, (d) for use in the cement industry - roll grinding mill rings, ploughs, rolls, tube mills, bushings and bearings, feeder screws and table feed spreaders, cement conveying pumps, screws, barrel liners, air rings, slurry knives, pumps shafts, gudgeons, (e) for use in the chemical industry - pump shaft, pump sleeves, pump sealing rings, mixer shafts, mixer paddles valves, steam and gas, burner and spray nozzles, pulverizer hammers, components for coke and gas produces, (f) for use in earthmoving and excavating - jack hammer guides, rock screens, tamper teeth, gravel pump impellers, dipper teeth and lips, suction dredge cutters, stuffing box sleeves, roll crusher teeth, shaft sleeves, scraper blades, (g) for use in the food industry - knives, flour mill hammers, fruit and vegetables knives, oilcake rolls and hammers, expeller screws and bars, liquor and stream valves, (h) for use in the glass industry - dies, blowpipes, automatic blowers, glass shears and knives, valves and valve seats, hot glass shears, hot glass forming tools, (I) for use in the iron and steel industry - coke oven parts namely: coke pusher shoes, screw conveyors, gas producer agitator fingers, coke crushing rolls, clinker and bars, fabrication equipment namely: gold shear blades, knock out blocks, nail machine cams, hot piercing dies and punches, foundry-books, paddles and sand slinger parts, rolling mill parts namely: hot shear blades, tin plate rolls, rolling mill guides, clutches, angle iron shearing dies and rolls, furnace skids and feed rolls, ingot pushers, forming rolls, tube drawing apparatus namely: tube piercer shoes, hot tube drawing dies, mill guides, seam scrapers, wire drawing apparatus namely: cutter blades, guides and ferrules, twister heads spinning rolls, (j) for use in the pulp, paper industry and lumber mills - chipper knives, chipper bed plates, chip chute liners, veneer bars, pump shafts chipper bed plates, chip chute liners, veneer bars, pump shaft and sleeves, hydraulic valves, knives, (k) for use in the machinery making industry - bending dies, hot, shearing, forming and trimming dies, hot punches, chuck jaws, snap gauges, cams, burnishing broaches, shafts and sleeves, pulverizer hammers, rubber knives, (l) for use in the oil and gas industry - refinery valves and valve seats, pump liners and impellors, pump shafts and sleeves, oil burner nozzles, valve discs, nickel alloy castings, hard surfacing rods and wires, welding wires and powders for depositing hard surfacing metals

DELORO

TDSD8062

China (People’s Republic)

ORD

Registered

06 Int.

N/A

30-Jul-1989

355937

30-Jul-1989

Goods:

06 Int.

welding wires, electrodes, for welding

DELORO

TDSD8069

China (People’s Republic)

ORD

Registered

06 Int.

N/A

30-Jun-1989

352725

30-Jun-1989

Goods:

06 Int.

casting goods, casting rods and casting powders

DELORO

TDSD8080

Czech Republic

ORD

Registered

06 Int., 07 Int., 08 Int., 09 Int.

49933

03-May-1977

163411

03-May-1977

-75-


Thursday, December 1, 2011		Trademark List by Trademark		Page 5 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

Goods:

06 Int.

common metals raw and semi-manufactured and their alloys and products made of them; wires (except wires for electrotechnical using); welding rods

07 Int.

machines for use in textile and paper industries, in stone pits, in mining and machine industries; machine tools and tools for using in machine tools and parts of all the aforesaid goods

08 Int.

hand cutlery tools; cutlery products including products of precious metals including razors and shavers, forks and spoons including of precious metals; side arms

09 Int.

electrodes for electric arc welding

DELORO

TDSD8073

France

ORD

Registered

06 Int.

967108

31-Jul-1968

1528221

31-Jul-1968

Goods:

06 Int.

unwrought or partly wrought cobalt for use in manufacture

DELORO

TDSD8082

Germany

ORD

Registered

06 Int., 07 Int., 08 Int., 09 Int.

N/A

06-Oct-1969

W874433

06-Oct-1969

Goods:

06 Int.

07 Int.

08 Int.

09 Int.

DELORO

TDSD8079

Hungary

ORD

Registered

06 Int., 09 Int.

2253/881/77

19-May-1977

119825

19-May-1977

Goods:

06 Int.

unworked and semi-processed metals and alloys thereof, and castings made of such metals and the alloys thereof; wires for not electric purposes, welding rods

09 Int.

electrodes for electric arc welding

DELORO

TDSD8063

Korea, Republic of

ORD

Registered

08 Int.

N/A

06-Nov-1978

58322

06-Nov-1978

Goods:

08 Int.

knives, straight razors, razor blades, chisels, plains, hatchets, saws, shears, border shears, metal shears, embroidery scissors, pruning shears, nail-scissors, nail-clipper, barber scissors, glass-cutters, carving-knives, hatches used in ceremonies, monkeys, spanners, vises, tongs, wrenches, screw drivers, hammers, pickaxes, pliers and scrapers

DELORO

TDSD8064

Korea, Republic of

ORD

Registered

06 Int.

N/A

04-Oct-1978

57850

04-Oct-1978

Goods:

06 Int.

cast-iron, casting of cast-iron, cast steel, casting of cast steel, copper, casting of copper alloy, lead, casting of lead alloy, tin, casting of tin alloy, aluminum, casting of aluminum alloy, magnesium, casting of magnesium alloy, nickel, casting of nickel alloy, titanium, casting of titanium alloy and welding rods

DELORO

TDSD8065

Korea, Republic of

ORD

Registered

09 Int.

N/A

08-Jan-1979

59345

08-Jan-1979

Goods:

09 Int.

welding electrodes

DELORO

TDSD8076

Romania

ORD

Registered

06 Int., 07 Int., 08, Int., 09 Int.

N/A

24-Nov-1977

3R09895

24-Nov-1977

-76-


Thursday, December 1, 2011		Trademark List by Trademark		Page 6 of 40

Trademark

SP Matter No.

Country

SubCase
Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys, and articles included in class 6 made therefrom; wire (non-elec); welding rods

07 Int.

machines for use in the textile, paper, quarrying, mining and engineering industries; machine tools and tools for use in machine tools and parts included in class 7 of all the aforesaid goods

08 Int.

hand tools

09 Int.

electrodes for electric arc welding

DELORO

TDSD8081

Registered

49933

163411

Slovakia

ORD

06 Int., 07 Int., 08 Int., 09 Int.

03-May-1977

03-May-1997

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys, and other articles made therefrom; wire (non-electric); welding rods

07 Int.

machines for use in the textile, paper, quarrying, mining and engineering industries; machine tools and tools for use in machine tools and parts of all the aforesaid goods

08 Int.

cutlery and edge tools

09 Int.

electrodes for electric arc welding

DELORO

TDSD8066

Registered

N/A

402074

United Kingdom

ORD

06 Int.

19-Mar-1920

Goods:

06 Int.

cobalt unwrought and partly wrought for use in manufacture

DELORO

TDSD8072

Registered

73/199,653

1,154,508

United States of America

ORD

06 Int.

11-Jan-1979

19-May-1981

Goods:

06 Int.

stainless steel castings and nickel alloy castings, hard surfacing rods and wires, welding wires and powders for depositing hard surfacing metals

DELORO STELLITE

TDSD8095

Registered

N/A

78783

Austria

ORD

06 Int.

17-Dec-1974

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys, and goods made therefrom not included in other classes, wires (non-electric), welding rods

DELORO STELLITE

TDSD8118

Registered

N/A

78295

Austria

ORD

08 Int.

26-Sep-1974

Goods:

08 Int.

cutlery and edge tools

DELORO STELLITE

TDSD8125

Registered

N/A

78294

Austria

ORD

09 Int.

26-Sep-1974

Goods:

09 Int.

electrodes for electric arc welding

DELORO STELLITE

TDSD8090

Registered

176427

UCA13091

Canada

ORD

000 Int.

26-Sep-1939

Goods:

000 Int.

cutting tools

DELORO STELLITE

TDSD8642

Registered

Z-673/74

Z961015

Croatia

ORD

06 Int., 07 Int., 08 Int., 09 Int.

24-Sep-1974

11-Nov-1996

-77-


Thursday, December 1, 2011		Trademark List by Trademark		Page 7 of 40

Trademark

SP Matter No.

Country

SubCase
Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

Goods:

06 Int.

unwrought and partly processed common metals and their alloys, anchors, anvils, bells, rolled and cast building materials; railway tracks and other metal materials for railway; chains (except driving chains for vehicles); cables; ironmongery; pipes and tubes of metal; safes; balls of steel, horseshoes nails and screws; goods of metal (base metal) not included in other classes; ores

07 Int.

machine tools and tools for use with machine tools, and parts thereof

08 Int.

knives and parts thereof, hand tools and edge tools

09 Int.

electrodes for electric welding

DELORO STELLITE

TDSD8105

Registered

N/A

VR 1953 01762

Denmark

ORD

06 Int., 08 Int., 09 Int.

31-Dec-1953

Goods:

06 Int.

metal alloys, welding rods

08 Int.

cutting tools

09 Int.

welding electrodes

DELORO STELLITE

TDSD8103

Registered

R200004052

75087

Finland

ORD

06 Int., 07 Int., 08 Int., 09 Int.

05-Nov-1980

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys and goods made thereof included in the commodity class 6; metal (non-electric); welding rods

07 Int.

machine tools and tools for use in machine tools and parts for all aforesaid goods included in class 7

08 Int.

cutlery and cutting tools

09 Int.

electrodes for electric arc welding

DELORO STELLITE

TDSD8099

Registered

967110

1528223

France

ORD

06 Int.

31-Jul-1968

Goods:

06 Int.

(Classes 6, 7, 8, 9) metal alloys, cutting tools, welding rods and welding electrodes; machine tools for the making of dry batteries, unwrought and partly wrought common metals and their alloys, valve seats for combustion engines and metal powders

DELORO STELLITE

TDSD8104

Registered

N/A

W913204

Germany

ORD

06 Int., 07 Int., 08 Int., 09 Int.

11-Aug-1971

-78-


Thursday, December 1, 2011		Trademark List by Trademark		Page 8 of 40

Trademark

SP Matter No.

Country

SubCase
Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

Goods:

06 Int.

hard metal alloys in the form welding rods, electrodes, or wires with a cobalt, chromium and carbon basis containing one or more of these constituents, tungsten, molybdenum, vanadium, tantalum, niobium, nickel, iron, manganese or copper, in particular for the manufacture of wear-corrosion and high temperature resistant surface coatings of metal parts consisting of hard alloys based on cobalt, chromium and carbon containing one or more of the following components, tungsten, molybdenum, vanadium, tantalum, niobium, nickel, iron, manganese or copper, case or forged, partly treated parts, metallic powders based on cobalt, chromium, and carbon containing one or more of the following constituents, tungsten, molybdenum, nickel, boron, iron, manganese, silicon or copper for wear, corrosion and temperature resistant surface coatings applied by spraying melting or welding; sintered metal parts produced as semi-finished products from metallic powders based on cobalt, chromium and carbon containing one or more of the following constituents; tungsten, molybdenum, vanadium, tantalum, niobium, nickel, iron, manganese or copper, metal parts, particularly steel parts produced as semi-finished products with surface coating based on cobalt, chromium and carbon, containing one or more of the following constituents tungsten, molybdenum, vanadium, tantalum, niobium, nickel, iron, manganese, boron, silicon or copper; cutting tools, also cutting tools serving as machine tools, in particular for cutting or working steel or metal alloys consisting of hard metal alloys based on cobalt, chromium, and carbon containing one or more of the following components; tungsten, molybdenum, vanadium, tantalum, niobium, nickel, boron or iron

07 Int.

hard metal alloys in the form welding rods, electrodes, or wires with a cobalt, chromium and carbon basis containing one or more of these constituents, tungsten, molybdenum, vanadium, tantalum, niobium, nickel, iron, manganese or copper, in particular for the manufacture of wear-corrosion and high temperature resistant surface coatings of metal parts consisting of hard alloys based on cobalt, chromium and carbon containing one or more of the following components, tungsten, molybdenum, vanadium, tantalum, niobium, nickel, iron, manganese or copper, case or forged, partly treated parts, metallic powders based on cobalt, chromium, and carbon containing one or more of the following constituents, tungsten, molybdenum, nickel, boron, iron, manganese, silicon or copper for wear, corrosion and temperature resistant surface coatings applied by spraying, melting or welding; sintered metal parts produced as semi-finished products from metallic powders based on cobalt, chromium and carbon containing one or more of the following constituents; tungsten, molybdenum, vanadium, tantalum, niobium, nickel, iron, manganese or copper, metal parts, particularly steel parts produced as semi-finished products with surface coating based on cobalt, chromium and carbon, containing one or more of the following constituents tungsten, molybdenum, vanadium, tantalum, niobium, nickel, iron, manganese, boron, silicon or copper; cutting tools, also cutting tools serving as machine tools, in particular for cutting or working steel or metal alloys consisting of hard metal alloys based on cobalt, chromium, and carbon containing one or more of the following components: tungsten, molybdenum, vanadium, tantalum, niobium, nickel, boron or iron

-79-


Thursday, December 1, 2011		Trademark List by Trademark		Page 9 of 40

Trademark

SP Matter No.

Country

SubCase
Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

08 Int.

hard metal alloys in the form of welding rods, electrodes, or wires with a cobalt, chromium and carbon basis containing one or more of these constituents, tungsten, molybdenum, vanadium, tantalum, niobium, nickel, iron, manganese or copper, in particular for the manufacture of wear-corrosion and high temperature resistant surface coatings of metal parts consisting of hard alloys based on cobalt, chromium and carbon containing one or more of the following components, tungsten, molybdenum, vanadium, tantalum, niobium, nickel, iron, manganese or copper, case or forged, partly treated parts, metallic powders based on cobalt, chromium, and carbon containing one or more of the following constituents, tungsten, molybdenum, nickel, boron, iron, manganese, silicon or copper for wear, corrosion and temperature resistant surface coatings applied by spraying melting or welding; sintered metal parts produced as semi-finished products from metallic powders based on cobalt, chromium and carbon containing one or more of the following constituents, tungsten, molybdenum, vanadium, tantalum, niobium, nickel, iron, manganese or copper, metal parts, particularly steel parts produced as semi-finished products with surface coatin based on cobalt, chromium and carbon, containing one or more of the following constituents, tungsten, molybdenum, vanadium, tantalum, niobium, nickel, iron, manganese, boron, silicon or copper, cutting tools, also cutting tools serving as machine tools, in particular for cutting or working steel or metal alloys consisting of hand metal alloys based on cobalt, chromium, and carbon containing one or more of the following components: tungsten, molybdenum, vanadium, tantalum, niobium, nickel or iron

09 Int.

hard alloys in the form of welding rods, electrodes, or wires with a cobalt, chromium and carbon basis containing one or more of these constituents, tungsten, molybdenum, vanadium, tantalum, niobium, nickel, iron, manganese or copper, in particular for the manufacture of wear-corrosion and high temperature resistant surface coatings of metal parts consisting of hard alloys based on cobalt, chromium and carbon containing one or more of the following components, tungsten, molybdenum, vanadium, tantalum, niobium, nickel, iron, manganese or copper, case or forged partly treated parts, metallic powders based on cobalt, chromium, and carbon containing one or more of the following constituents, tungsten, molybdenum, nickel, boron, iron, manganese, silicon or copper for wear, corrosion and temperature resistant surface coatings applied by spraying, melting or welding: sintered metal parts produced as semi-finished products from metallic powders based on cobalt, chromium and carbon containing one or more of the following constituents: tungsten, molybdenum, vanadium, tantalum, niobium, nickel, iron, manganese, boron, silicon or copper; cutting tools, also cutting tools serving as machine tools, in particular for cutting or working steel or metal alloys consisting of hard metal alloys based on cobalt, chromium, and carbon containing one or more of the following components: tungsten, molybdenum, vanadium, tantalum, niobium, nickel, boron or iron

DELORO STELLITE

TDSD8126

Registered

N/A

144569

India

ORD

09 Int.

26-Jul-1950

Goods:

09 Int.

electrodes for electric welding made of STELLITE

DELORO STELLITE

TDSD8646

Registered

R002006008501

IDM000175529

Indonesia

ORD

06 Int.

10-Apr-1997

26-Dec-1997

Goods:

06 Int.

metal alloys, welding rods, metal powders, unwrought and partly wrought common metals and their alloys; anchors, anvils, bells, rolled and cast building materials, rails and other metallic materials for railway tracks; chains (except driving chains for vehicles); cables and wires (non-electric): locksmiths’ work; metallic pipes and tubes; safes and cash boxes; steel balls; horseshoes, nails and screws; other goods in non-precious metal not included in other classes; ores, casting

-80-


Thursday, December 1, 2011		Trademark List by Trademark		Page 10 of 40

Trademark

SP Matter No.

Country

SubCase
Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

DELORO STELLITE

TDSD8092

Registered

38934

Israel

ORD

06 Int.

18-Mar-1974

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys and articles included in Class 6 made therefrom, wire (non-electric), welding rods

DELORO STELLITE

TDSD8123

Registered

38937

38934

Israel

ORD

09 Int.

18-Mar-1974

Goods:

09 Int.

electrodes for electric arc welding

DELORO STELLITE

TDSD8096

Registered

N/A

410193

Japan

ORD

07 Int., 09 Int., 10 Int., 11 Int., 12 Int., 17 Int.

03-Apr-1952

Goods:

07 Int.

electric welding machines, generators, electric motors (exclusive of electric motors for land vehicles)

09 Int.

welding electrodes, welding rods (electric welding rods), electric welding apparatus, electric arc welding machines, rotary converters, current rectifiers, frequency transducers, telegraph apparatus, telephone sets, transformers, switches, current controllers, resistors, electrodes for electric furnaces, vacuum tubes, X-ray tubes, electric measuring apparatus and instruments, batteries, accumulators, covered electric wires

10 Int.

electric medical instruments

11 Int.

electric furnaces, electric carpets, electric cooking pots, electric portable kitchen ranges, electric room heaters, electric bed quilts, electric water boilers, electric fans, incandescent lamps, arc lamps, electric torches

12 Int.

electric motors for land vehicles (exclusive of parts for electric motors)

17 Int.

insulating materials, insulators, insulating boards, insulating fabric, insulating paper, insulating rubber products, insulating compounds

DELORO STELLITE

TDSD8004.1

Proposed

Kosovo

ORD

Goods:

DELORO STELLITE

TDSD8097

Registered

N/A

M064828

Malaysia

ORD

06 Int.

20-Mar-1974

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys; and articles included in Class 6, wire (non-electric), welding rods

DELORO STELLITE

TDSD8127

Registered

N/A

M064831

Malaysia

ORD

09 Int.

20-Mar-1974

Goods:

09 Int.

electrodes for electric arc welding

DELORO STELLITE

TDSD8004.2

Registered

Z673/74

01328PP

Montenegro

ORD

06 Int., 07 Int., 08 Int., 09 Int.

24-Sep-1974

10-Nov-1978

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys and articles included in Class 6 made therefrom; wire (non-electric); welding rods

07 Int.

machine tools and tools for use in machine tools and parts included in Class 7 of all the aforesaid goods

08 Int.

cutlery and edge tools

09 Int.

electrodes for electric arc welding

-81-


Thursday, December 1, 2011		Trademark List by Trademark		Page 11 of 40

Trademark

SP Matter No.

Country

SubCase
Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

DELORO STELLITE

TDSD8648

Registered

971512

189839

Norway

ORD

06 Int.,09 Int.

25-Feb-1997

07-May-1998

Goods:

06 Int.

metal alloys, welding rods, metal powders, and castings

09 Int.

welding electrodes

DELORO STELLITE

TDSD8004

Registered

Z673/74

23343

Serbia

ORD

06 Int., 07 Int., 08 Int., 09 Int.

24-Sep-1974

10-Nov-1978

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys and articles included in Class 6 made there from; wire (non-electric); welding rods

07 Int.

machine tools and tools for use in machine tools and parts included in Class 7 of all the aforesaid goods

08 Int.

cutlery and edge tools

09 Int.

electrodes for electric arc welding

DELORO STELLITE

TDSD8094

Registered

N/A

60365

Singapore

ORD

06 Int.

18-Sep-1973

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys, and articles included in Class 6 made therefrom, wire (non-electric), welding rods

DELORO STELLITE

TDSD8117

Registered

N/A

60367

Singapore

ORD

08 Int.

18-Sep-1973

Goods:

08 Int.

cutlery and edge tools

DELORO STELLITE

TDSD8124

Registered

N/A

60368

Singapore

ORD

09 Int.

18-Sep-1973

Goods:

09 Int.

electrodes for electric arc welding

DELORO STELLITE

TDSD8043

Registered

Z-9770587

Slovenia

ORD

06 Int.

09-Apr-1997

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys and articles included in Class 6 made therefrom; wire (non-electric); welding rods

DELORO STELLITE

TDSD8100

Registered

1319

74/1319

South Africa

ORD

006 Int.

18-Mar-1974

Goods:

006 Int.

unwrought and partly wrought common metals and their alloys, and articles included in this class therefrom, wire (non-electric), welding rods

DELORO STELLITE

TDSD8129

Registered

N/A

74/1322

South Africa

ORD

09 Int

18-Mar-1974

Goods:

09 Int.

electrodes for electric arc welding

DELORO STELLITE

TDSD8130

Registered

746140

2604662

Spain

ORD

06 Int., 07 Int., 09, Int.

18-Mar-1974

11-Mar-1976

-82-


Thursday, December 1, 2011		Trademark List by Trademark		Page 12 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys and articles included in Class 6 made therefrom; wire (non-electric); welding rods

07 Int.

machine tools and tools for use in machine tools and parts included in Class 7 of all the aforesaid goods

09 Int.

electrodes for electric arc welding

DELORO STELLITE

TDSD8101

Registered

N/A

77020

Sweden

ORD

06 Int., 07 Int. 09 Int.

19-Nov-1954

Goods:

06 Int.

unwrought common metals and their alloys; soldering wire; welding rods

07 Int.

metal cutting machine tools

09 Int.

welding electrodes

DELORO STELLITE

TDSD8003

Registered

275070

29333

Thailand

ORD

06 Int.

11-Nov-1974

18-May-1995

Goods:

06 Int.

cobalt and nickel alloys

DELORO STELLITE

TDSD8044

Registered

277640

40275

Thailand

ORD

06 Int.

16-Dec-1994

24-Jan-1996

Goods:

06 Int.

electrodes for electric arc welding and wire (non-electric) and welding rods

DELORO STELLITE

TDSD8128

Registered

N/A

1017676

United Kingdom

ORD

06 Int., 07 Int., 08 Int., 09 Int

18-Sep-1973

Goods:

06 Int

unwrought and partly wrought common metals and their always alloys, and articles included in Class 6 made therefrom; wire (non-electric); welding rods

07 Int.

machine tools and tools for use in machine tools and parts included in Class 7 of all the aforesaid goods

08 Int.

cutlery and edge tools

09 Int.

electrodes for electric arc welding

DELORO STELLITE

TDSD8635

Registered

BAZR971343A

BAZR971343

[Bosnia/Herzegovina]

Bosnia and Herzegovina

ORD

06 Int., 08 Int., 09 Int

03-Jan-1996

10-Nov-1988

Goods:

06 Int

unwrought and partly wrought common metals and their alloys and articles included in Class 6 made there from; wire(non-electric); and welding rods

08 Int.

cutlery and edge tools

09 Int.

electrodes for electric arc welding

DENERTIA

TDSD8152

Registered

280833

Australia

ORD

05 Int.

13-Aug-1974

Goods:

05 Int.

dental alloys

DENERTIA

TDSD8149

Registered

N/A

328219

Benelux

ORD

05 Int.

16-Aug-1974

Goods:

05 Int.

alloys for dental use

DENERTIA

TDSD8147

0379745

208972

Canada

ORD

Registered

05 Int.

15-Oct-1974

22-Aug-1975

Goods:

05 Int.

dental alloys

-83-


Thursday, December 1, 2011		Trademark List by Trademark		Page 13 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

DENERTIA

TDSD8156

Registered

N/A

VR 1975 02239

Denmark

ORD

05 Int.

23-May-1975

Goods:

05 Int.

dental alloys

DENERTIA

TDSD8142

Registered

N/A

1284359

France

ORD

05 Int., 10 Int.

19-Sep-1984

Goods:

05 Int.

dental alloys

10 Int.

surgical, medical, dental and veterinary apparatus and instruments, their parts and accessories, artificial teeth and their setting supports

DENERTIA

TDSD8153

Registered

N/A

W918661

Germany

ORD

05 Int.

11-May- 1973

11-May-1973

Goods:

05 Int.

dento-pharmaceutical and dento-medical products, namely dento-pharmaceutical and dento-medical alloys, in particular tooth fillings, tooth filling compounds, dental cement, dental rubber, modeling wax for dental applications, amalgams for dental applications, metallic salts for dental applications, modeling compounds for dental applications, impression paste for dental applications, paste for temporary tooth fillings

DENERTIA

TDSD8008

Registered

N/A

95364

Norway

ORD

05 Int.

04-Dec-1975

Goods:

05 Int.

dental alloys

DENERTIA

TDSD8158

Registered

74/4209

South Africa

ORD

05 Int.

09-Aug-1974

04-Sep-1975

Goods:

05 Int.

pharmaceutical and sanitary substances; material for stopping teeth, dental wax, including dental alloys

DENERTIA

TDSD8146

Registered

3760/74

152406

Sweden

ORD

05 Int.

13-Aug-1974

22-Aug-1975

Goods:

05 Int.

dental alloys

DENERTIA

TDSD8148

Registered

N/A

273593

Switzerland

ORD

05 Int.

13-Aug-1974

Goods:

05 Int.

dental alloys

DENERTIA

TDSD8154

Registered

N/A

1010518

United Kingdom

ORD

05 Int.

02-May-1973

Goods:

05 Int.

dental alloys

DURASTELL

TDSD8813.1

Registered

1,351,945

TMA717,174

Canada

ORD

000 Int.

15-Jun-2007

23-Jun-2008

Goods:

000 Int.

material treatment services, namely, surfacing and resurfacing industrial components by depositions of metal

-84-


Thursday, December 1, 2011		Trademark List by Trademark		Page 14 of 40

Trademark

SP Matter No.

Country

SubCase
Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

DURASTELL

TDSD8813.2-CN

Registered

931986

China (People’s Republic)

40 Int.

14-Jun-2007

Goods:

40 Int.

material treatment services, namely, surfacing and resurfacing industrial components by deposition of metal

DURASTELL

TDSD8813.2-EU

Registered

931986

European Community

ORD

40 Int.

14-Jun-2007

Goods:

40 Int.

material treatment services, namely, surfacing and resurfacing industrial components by deposition of metal

DURASTELL

TDSD8813.3

Pending

1577430

India

ORD

40 Int.

10-Jul-2007

Goods:

40 Int.

material treatment services, namely, surfacing and resurfacing industrial components by deposition of metal

DURASTELL

TDSD8813.2

Registered

931986

Int’l Registration - Madrid

Agreement/Protocol

ORD

40 Int.

14-Jun-2007

Goods:

40 Int.

material treatment services, namely, surfacing and resurfacing industrial components by deposition of metal

DURASTELL

TDSD8813.2-JP

Registered

931986

Japan

MPR

40 Int.

14-Jun-2007

Goods:

40 Int.

material treatment services, namely, surfacing and resurfacing industrial components by deposition of metal

DURASTELL

TDSD8813.2-RU

Russian Federation

Registered

40 Int.

931986

14-Jun-2007

931986

14-Jun-2007

Goods:

40 Int.

material treatment services, namely, surfacing and resurfacing industrial components by deposition of metal

DURASTELL

TDSD8813

Registered

77/136,380

3,496,572

United States of America

ORD

40 Int.

21-Mar-2007

02-Sep-2008

Goods:

40 Int.

material treatment services, namely, surfacing and resurfacing industrial components by deposition of metal

FUSIONSTELL

TDSD8840

Allowed

85/010,428

United States of America

ORD

06 Int., 40 Int.

09-Apr-2010

Goods:

06 Int.

metal alloys in the form of solid metal powder layers applied to metal component substrates

40 Int.

metal alloy coating services involving material transformation of metal industrial component surfaces during manufacture by application of solid metal alloy layers; custom manufacture of metal industrial components

JET KOTE

TDSD8290

Registered

614470

366960

Canada

ORD

000 Int.

02-Sep-1988

23-Mar-1990

Goods:

000 Int.

hypersonic high temperature metallizing flame spray system comprising spray torch, control console, gas regulators and powders hoppers; metal powders

-85-


Thursday, December 1, 2011		Trademark List by Trademark		Page 15 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

JET KOTE

TDSD8172

Registered

VR 1988 06558

VR 1992 07856

Denmark

ORD

02 Int., 07 Int.

21-Aug-1992

Goods:

02 Int.

metal powders

07 Int.

hypersonic high temperature metalizing flame spray system comprising spray torch, control console, gas regulators and powder hopper

JET KOTE

TDSD8173

Registered

948497

1633754

France

ORD

02 Int., 07 Int., 08 Int., 09 Int., 11 Int.

11-Aug-1988

Goods:

02 Int.

hypersonic high temperature metalizing flame spray apparatus comprising a spray torch, control console, gas regulators and powder hopper, wear and corrosion resistant metal powders

07 Int.

hypersonic high temperature metalizing flame spray apparatus comprising a spray torch, control console, gas regulators and powder hopper, wear and corrosion resistant metal powders

08 Int.

hypersonic high temperature metalizing flame spray apparatus comprising a spray torch, control console, gas regulators and powder hopper, wear and corrosion resistant metal powders

09 Int.

hypersonic high temperature metalizing flame spray apparatus comprising a spray torch, control console, gas regulators and powder hopper, wear and corrosion resistant metal powders

11 Int.

hypersonic high temperature metalizing flame spray apparatus comprising a spray torch, control console, gas regulators and powder hopper, wear and corrosion resistant metal powders

JET KOTE

TDSD8350

Registered

N/A

W1147285

Germany

ORD

07 Int., 09 Int.

06-Aug-1988

Goods:

07 Int.

hypersonic high temperature metalizing flame spray system comprising spray torch, control console, gas regulators and powder hopper

09 Int.

hypersonic high temperature metalizing flame spray system comprising spray torch, control console, gas regulators and powder hopper

JET KOTE

TDSD8310

Registered

108808/1988

2304604

Japan

ORD

06 Int.

29-Mar-1991

Goods:

06 Int.

irons and steels, nonferrous metals and their alloys, metal ores (ores of metal)

JET KOTE

TDSD8351

Registered

108809/1988

2304605

Japan

ORD

07 Int., 09 Int.

22-Sep-1988

29-Mar-1991

Goods:

07 Int.

metalworking machines and tools; chemical machines and apparatus; hypersonic high temperature metalizing flame spray system comprising spray torch, control console, gas regulators and powderhopper

09 Int.

electric arc welding machines; metal cutting machines for metal works, electric welding apparatus

JET KOTE

TDSD8171

Registered

N/A

379045

Mexico

ORD

06 Int.

03-Nov-1989

Goods:

06 Int.

non-precious metal powders for industrial use

[Reclassified to Int’l Classes 6, 7, 9, 14, & 16.]

-86-


Thursday, December 1, 2011		Trademark List by Trademark		Page 16 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

JET KOTE

TDSD8174

Registered

N/A

388952

Mexico

ORD

07 Int., 08 Int., 09 Int., 11 Int., 12 Int., 16 Int., 20 Int., 21 Int.,

30-Oct-1989

Goods:

07 Int.

accessories, additional parts for tractors, grinder machines, machines, machine tools, motors (except for terrestrial vehicles) couplings and belting (except for terrestrial vehicles)

08 Int.

hand tools and instruments, cutlery and non-electrical shaving machines, including flame sprinkling apparatus for hypersonic high temperature metalization that comprise a sprinkling blowtorch of a control console table, pulverizer tolve

09 Int.

galvanization apparatus, galvanoplastics, gauges megaphones (non-electrical) apparatus to transfer oxygen, ozonizer apparatus, shovels for fires, mechanic signals

11 Int.

non-electrical heating apparatus (including ones for vehicles) and welder lamps, irrigation machines for agriculture

12 Int.

engines for terrestrial vehicles, couplings, driving chains for terrestrial vehicles and in general all kind of mechanisms for engines, brakes, transmission for terrestrial vehicles

16 Int.

reels for ribbons of typewriter machines, and non-electrical typewriter machines

20 Int.

embroider looms

21 Int.

non-electrical waxers and manual mills for domestical use

JET KOTE

TDSD8175

Registered

1271485

Spain

ORD

06 Int.

31-Aug-1988

05-Mar-1991

Goods:

06 Int.

powdered metals

JET KOTE

TDSD8336

Registered

N/A

232215

Sweden

ORD

06 Int., 07 Int.

10-Apr-1992

Goods:

06 Int.

metal powders

07 Int.

coating apparatus consisting of torches with a spray function, control consoles, gas regulators and powder hoppers, working with hypersonic and high temperature functions

JET KOTE

TDSD8352

Registered

N/A

P366200

Switzerland

ORD

02 Int., 09 Int.

12-Aug-1988

Goods:

02 Int.

scientific, nautical, surveying, electric, (as far as included in Class 9), photographic, cinematographic, optical, weighing, measuring, signaling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus for recording, transmission, the reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin operated apparatus; cash registers, calculating machines, data processing equipment and computers; fire-extinguishing apparatus; equipment for high temperature metal plating, control boards, gas regulators and funnels for powders, metals in powder form.

09 Int.

JET KOTE

TDSD8013

Registered

N/A

1355516

United Kingdom

ORD

06 Int., 07 Int.

22-Aug-1988

Goods:

06 Int.

metallic powders

07 Int.

metallizing flame spraying apparatus, gas regulators, control apparatus and powder hoppers, all being parts of the aforesaid apparatus

JET KOTE

TDSD8012

Registered

73/754,517

1,558,845

United States of America

ORD

09 Int.

28-Sep-1988

03-Oct-1989

-87-


Thursday, December 1, 2011		Trademark List by Trademark		Page 17 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

Goods:

09 Int.

hypersonic high temperature metalizing flame spray system comprising spray torch, control console, gas regulators and powder hopper

JET KOTE

TDSD8322

Registered

73/754,516

1,558,763

United States of America

ORD

06 Int.

28-Sep-1988

03-Oct-1989

Goods:

06 Int.

non-precious metal powders for use in industry

TDSD8011

Registered

73/754,667

1,561,780

United States of America

ORD

06 Int.

28-Sep-1988

24-Oct-1989

Goods:

06 Int.

non-precious metal powders for use in industry

Misuse of STELLITE by Stellite Tong

TDSD8861

Unfiled

United States of America

ORD

Goods:

NISTELLE

TDSD8045

Registered

74/636,712

1,990,880

United States of America

ORD

06 Int.

21-Feb-1995

06-Aug-1996

Goods:

06 Int.

non-precious metal alloys in the form of powders, bars, wire, or rods for use in industry; non-precious metal casting alloys for use in industry; non-precious metal alloy castings for use in industry

NUCALLOY

TDSD8361

Registered

396266

224856

Canada

ORD

000 Int.

30-Mar-1976

16-Dec-1977

Goods:

000 Int.

metal alloys

ORTHOSTELL

TDSD8849

Allowed

85/010,459

United States of America

ORD

06 Int., 40 Int.

09-Apr-2010

Goods:

06 Int.

metal alloys in the form of solid metal powder layers applied to metal substrates in the manufacture of surgical and orthopedic implants made of metal, metal alloys in the form of solid metal power layers applied to metal substrates for surgical and orthopedic implants made of metal

40 Int.

metal alloy coating services involving material transformation of the surface of surgical and orthopedic implants during manufacture by application of solid metal alloy layers; custom manufacture of surgical and orthopedic implants made of metal

Potential Infringement of DURASTELL by National Oilwell Varco

TDSD8856

Proposed

United States of America

ORD

Goods:

SEALSTELL

TDSD8842

Allowed

85/010,444

United States of America

ORD

06 Int., 40 Int.

09-Apr-2010

Goods:

06 Int.

metal alloys in form of solid metal powder layers applied to metal component substrates

40 Int.

-88-


Thursday, December 1, 2011		Trademark List by Trademark		Page 18 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

SHELLSTELL

TDSD8841

Allowed

85/010,434

United States of America

ORD

06 Int., 40 Int.

09-Apr-2010

Goods:

06 Int.

metal alloys in the form of solid metal powder layers applied to metal component substrates

40 Int.

STARWELD

TDSD8718

Registered

1366855

B1366855

United Kingdom

ORD

07 Int.

14-Dec-1988

02-Jan-1991

Goods:

07 Int.

welding machines

STARWELD

TDSD8661

Registered

75/321,554

2,247,123

United States of America

ORD

09 Int.

09-Jul-1997

25-May-1999

Goods:

09 Int.

plasma transfer arc welding machines

STELCAR

TDSD8047

Registered

74/636,711

1,990,879

United States of America

ORD

06 Int.

21-Feb-1995

06-Aug-1996

Goods:

06 Int.

non-precious metal powder for use in industry

STELLITE

TDSD8268

Registered

N/A

13493

African Union Territories (OAPI)

ORD

06 Int., 07 Int.

20-Oct-1973

Goods:

06 Int.

metal alloys

07 Int.

blades and cutters for milling, turning, and the like metal-working machinery, textile machine parts, namely, thread guides, thread lifters, twister rings, loopers, bobbin cases, clutches, blades, knives, guide plate strips, levers, pawls and rolls

STELLITE

TDSD8239

Registered

N/A

063473

Algeria

ORD

06 Int.

03-Jul-1962

Goods:

06 Int.

metal alloys

STELLITE

TDSD8220

Registered

2722885

2219707

Argentina

ORD

09 Int.

08-Jan-2007

18-Mar-2008

Goods:

09 Int.

welding electrodes, electric welding equipment in general and their accessories

STELLITE

TDSD8664

Registered

2.675.088

2.200.750

Argentina

ORD

06 Int.

31-Jul-1996

Goods:

06 Int.

metal alloys

STELLITE

TDSD8244

Registered

25942

A25942

Australia

ORD

06 Int.

11-Sep-1919

Goods:

06 Int.

cobalt chromium alloy

STELLITE

TDSD8847-AU

Pending

1045023

Australia

MPR

06 Int., 09 Int.

18-Jun-2010

-89-


Thursday, December 1, 2011		Trademark List by Trademark		Page 19 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

Goods:

06 Int.

metal alloys for further manufacturing, namely, cobalt-based metal alloys; metal alloys in the form of metal welding rods, metal welding wire, metal alloy powders, metal alloy castings, alloys for use in the powder metallurgy industry, thermal spray metal powders, and plasma transferred arc welding metal powders

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8263

Registered

N/A

76898

Austria

ORD

06 Int., 07 Int.

27-Mar-1974

Goods:

06 Int.

common metals and their alloys

07 Int.

blades and cutters for milling, turning, and the like metal working machinery, textile machine parts, thread guides, thread lifters, twister rings, loopers, bobin cases, clutches, blades, knives, guide plate strips, levers, pawls and rolls

STELLITE

TDSD8231

Registered

N/A

11339

Bangladesh

ORD

06 Int.

24-Aug-1953

Goods:

06 Int.

alloys of non-precious metal, alloy welding rods; non-precious metal alloy hard facing rods; non-precious metal alloy castings and forgings not included in other classes non-precious metal alloy hard setting inserts

STELLITE

TDSD8637

Registered

961285

11884

Belarus

ORD

06 Int.

21-Aug-1996

Goods:

06 Int.

metal alloys

STELLITE

TDSD8847-BY

Registered

1045023

Belarus

06 Int., 09 Int.

18-Jun-2010

04-Aug-2011

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8262

Registered

N/A

052308

Benelux

ORD

06 Int., 07 Int.

10-Nov-1973

Goods:

06 Int.

metal alloys; metal alloy welding rods; metal alloy hard facing rods; metal alloy castings and forgings; metal alloy hard-setting inserts

07 Int.

blades and cutters for use in metal working machines; drilling machines and other machines

STELLITE

TDSD8270

Registered

527833

033162

Benelux

ORD

06 Int., 08 Int., 09 Int.

19-May-1971

19-May-1972

Goods:

06 Int.

metal alloys, insofar as not included in other product classes, welding rods

08 Int.

cutting tools, insofar as not included in other product classes

09 Int.

welding electrodes

STELLITE

TDSD8297

Registered

527829

31052

Benelux

ORD

07 Int., 08 Int.

19-May-1971

19-May-1972

Goods:

07 Int.

tools, such as lathes, milling machines, planing machines, band saws and circular saws

08 Int.

hand tools and instruments; cutting tools, forks and spoons, cold steel

-90-


Thursday, December 1, 2011		Trademark List by Trademark		Page 20 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

STELLITE

TDSD8214

Registered

11,562C

43856C

Bolivia

ORD

06 Int.

05-Jan-1954

02-Aug-1985

Goods:

06 Int.

products made out of various kinds of metals; various metals, alloys and amalgams, metallization, especially all kinds of metal alloys; metal alloy welding rods; metal alloy hard-facing rods; metal alloy castings and forgings; metal alloy hard-setting inserts

STELLITE

TDSD8632

Registered

BAZR971895A

BAZR971895

Bosnia and Herzegovina

ORD

06 Int.

20-Oct-1993

02-Feb-2002

Goods:

06 Int.

metals and metal alloys in general, metal alloy welding rods, metal alloy hard-facing and soldering rods, metal alloy castings and forgings, metal alloy hardsetting inserts, blades and cutters for use in metal working machines, drilling machines and other machines

STELLITE

TDSD8847-BE

Registered

1045023

Bosnia and Herzegovina

06 Int., 09 Int.

18-Jun-2010

23-May-2011

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8295

Registered

N/A

6961436

Brazil

ORD

07 Int.

10-Aug-1979

Goods:

07 Int.

{local class 07.60} blades for milling; blades for turning; cutters for milling; cutters for turning; thread guides for textile machines; thread lifters for textile machines; twister rings for textile machines; loopers for textile machines; bobbin cases for textile machines; clutches for textile machines; blades for textile machines; knives for textile machines; guide plate strips for textile machines; levers for textile machines; pawls for textile machines; rolls for textile machines

STELLITE

TDSD8850

Pending

830630872

Brazil

ORD

06 Int.

27-May-2010

Goods:

06 Int.

metal alloys for further manufacturing, namely, cobalt-based metal alloys; metal alloys in the form of metal welding rods, metal welding wire, metal alloy powders, metal alloy castings, alloys for used in the powder metallurgy industry, thermal spray metal powders, and plasma transferred arc welding metal powders

STELLITE

TDSD8851

Pending

830630970

Brazil

ORD

09 Int.

27-May-2010

Goods:

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8259

Registered

N/A

9162

Bulgaria

ORD

06 Int., 07 Int.

30-Oct-1973

Goods:

06 Int.

metal alloys

07 Int.

blades and cutters for milling, turning, and the like metal-working machinery; textile machine parts-namely, thread guides, thread lifters, twister rings, loopers, bobbin cases, clutches, blades, knives, guide plate strips, levers, pawls, and rolls

-91-


Thursday, December 1, 2011		Trademark List by Trademark		Page 21 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

STELLITE

TDSD8181

Registered

273924

132398

Canada

ORD

01 Int., 02 Int.

11-Feb-1963

23-Aug-1963

Goods:

01 Int.

cobalt base alloys having as principal alloying elements chromium, tungsten and/or molybdenum

02 Int.

cutting tools and dies and machine parts made from or partially coated with an alloy for resistance to wear, corrosion and high temperature namely (a) for use in agriculture - ploughshars, plough discs, ditcher teeth, corn knives, mower shoes, crushing hammers, corn stalk cutter knives; (b) for use in the automobile industry - exhaust valves and valve seat insert, water pump shafts, valve push rods, tappets, valve stem tips, rocker arms, dies for hot blanking, shearing and trimming, boring bar wear strips, centreless work rests, (c) for use in the brick and pottery industry - clay brick dies, tile dies, brick machine knives, pug mill knives and scrapers, auger wearing strips, mixer blades, bucket lips, (d) for use in the cement industry - roll grinding mill rings, ploughts, rolls, tube mills, bushings and bearings, feeder screws and table feed spreaders, cement conveying pumps, screws, barrel linkers, air rings, slurry knives, pump shafts, gudgeons, (e) for use in the chemical industry - pump shaft, pump sleeves, pump sealing rings, mixer shafts, mixer paddles, valves, steam and gas, burner and spray nozzles, pulverizer hammers, components for coke and gas producers, (f) for use in earthmoving and excavating - jack hammer guides, rock screens, tamper teeth, gravel pump impellers, dipper teeth and lips, suction dredge cutters, stuffing box sleeves, roll crusher teeth, shaft sleeves, scraper blades, (g) for used in the food industry - knives, flour mill hammers, fruit and vegetable knives, oilcake rolls and hammers, expeller screws and bars, liquor and steam valves, (h) for use in the glass industry - dies, blowpipes, automatic blowers, glass shears and knives, valves and valve seats, hot glass shears, hot glass forming tools, (i) for use in the iron and steel industry - coke oven parts namely: coke pusher shoes, screw conveyors, gas producer agitator fingers, coke crushing rolls, clinker and bars, fabrication equipment namely: gold shear blades, knock out blocks, nail machine cams, hot piercing dies and punches, foundry-hooks, paddles and sand slinger parts, rolling mill parts namely: hot shear blades, tin plate rolls, rolling mill guides, clutches, angles iron shearing dies and rolls, furnace skids and feed rolls, ingot pushers, forming rolls tube drawing apparatus namely: tube piercer shoes, hot tube drawing dies, mill guides, seam scrapers, wire drawing apparatus namely: cutter blades, guides and ferrules, twister heads spinning rolls, (j) for use in the pulp, paper industry and lumber mills - chipper knives, chipper bed plates, chip chute liners, veneer bars, pump shafts and sleeves, hydraulic valves, knives, (k) for use in the machinery making industry - bending dies, hot, shearing, forming and trimming dies, hot punches, chuck jaws, snap gauges, cams, burnishing broaches, shafts and sleeves, pulverizer hammers, rubber knives, (l) for use in the oil and gas industry - refinery valves and valve seats, pump liners and impellers, pump shafts and sleeves, oil burner nozzles, valve discs

STELLITE

TDSD8269

Registered

633164

691809

Chile

ORD

06 Int., 07 Int.

06-Jan-2004

27-Apr-2004

Goods:

06 Int.

metallic alloys, rods

07 Int.

sheets and cutters for use in metal working machines

STELLITE

TDSD8205

Registered

N/A

97090

China (People’s Republic)

ORD

07 Int.

15-Aug-1979

Goods:

07 Int.

machine tools, cutting machinery and parts of such machinery

STELLITE

TDSD8207

Registered

12312

97091

China (People’s Republic)

ORD

09 Int.

15-Aug-1979

Goods:

09 Int.

welding electrodes and welding rods

-92-


Thursday, December 1, 2011		Trademark List by Trademark		Page 22 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

STELLITE

TDSD8221

Registered

N/A

97093

China (People’s Republic)

ORD

06 Int.

15-Aug-1979

Goods:

06 Int.

unwrought and partly wrought metals and their alloys

STELLITE

TDSD8847-CN

Pending

1045023

China (People’s Republic)

06 Int., 09 Int.

18-Jun-2010

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8246

Registered

252533

125239

Colombia

ORD

06 Int.

22-Jan-1986

9-Dec-1988

Goods:

06 Int.

common metals and their alloys; metal building materials; transportable buildings of metal; materials of metal for railway tracks; non-electric cables and wires of common metals; ironmongery, small items of metal hardware; pipes and tubes of metal; safes; goods of common metal not included in other classes; ores

STELLITE

TDSD8048

Registered

Z933754N

Z933754

Croatia

ORD

06 Int.

28-Oct-1993

12-Feb-1996

Goods:

06 Int.

metals and metal alloys; metal alloy welding rods; metal alloy hardfacing and soldering rods; metal alloy castings and forgings; metal alloy hardsetting inserts; blades and cutters for use in metal working machines, drilling machines and other machines

STELLITE

TDSD8847-HR

Registered

1045023

Croatia

06 Int., 09 Int.

18-Jun-2010

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8049

Registered

0-75877

183,268

Czech Republic

ORD

06 Int.

29-Mar-1993

Goods:

06 Int.

metal alloys and castings

STELLITE

TDSD8272

Registered

5320/1973

VR197901358

Denmark

ORD

06 Int., 07 Int., 09 Int.

20-Nov-1973

18-May-1979

Goods:

06 Int.

unfinished and partly finished unprecious metals and alloys from that plus articles (not contained in other classes) produced from that, metal thread (non-electric) metal welding bars (rods) and thread

07 Int.

tooling machinery and parts for use in tooling machinery (not contained in other classes)

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8017

Registered

50953

Egypt

ORD

06 Int.

14-Sep-1975

-93-


Thursday, December 1, 2011		Trademark List by Trademark		Page 23 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys, and articles included in Class 6 made therefrom; wire (non-electric); welding rods

STELLITE

TDSD8020

Registered

50,596

50956

Egypt

ORD

09 Int.

14-Sep-1975

Goods:

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8847-EG

Pending

1045023

Egypt

06 Int., 09 Int.

18-Jun-2010

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8847-EU

Registered

1045023

European Community

MPR

06 Int., 09 Int.

18-Jun-2010

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8180

Registered

R736/88

80186

Finland

ORD

06 Int., 07 Int.

20-Jan-1982

Goods:

06 Int.

metal alloys

07 Int.

bits and inserts for milling and turning, and similar metal processing machines, parts for textile machines, such as rod holders and lifters, twine ringsi, grapples, bobbin boxes, hooks, links, bits, blades, controls the flat band, levers, ratchets, and rolls

STELLITE

TDSD8257

Registered

511046

1521033

France

ORD

06 Int.

30-Mar-1979

Goods:

06 Int.

metal alloys

STELLITE

TDSD8273

Registered

835,038

1390821

France

ORD

06 Int., 07 Int., 09 Int.

23-Jan-1987

Goods:

06 Int.

metal goods

07 Int.

machinery

09 Int.

electrical and scientific apparatus

STELLITE

TDSD8021

Registered

N/A

640,720

Germany

ORD

02 Int., 06 Int.

10-Jul-1974

Goods:

02 Int.

non-precious metal powders

06 Int.

non-precious metal alloy welding rods; non-precious metal alloy hard-facing rods;

non-precious metal alloy castings

STELLITE

TDSD8267

Registered

N/A

640,149

Germany

ORD

06 Int., 07 Int.

11-Oct-1973

-94-


Thursday, December 1, 2011		Trademark List by Trademark		Page 24 of 40

Trademark

SP Matter No.

Country

SubCase

Case type

Status

Classes

Application

Number/Date

Registration

Number/Date

Goods:

06 Int.

metal alloys from non-precious metals; blades, knives, fine blades, cutting devices, pliers, and planes for milling, turning and other metal working machinery, textile machine parts, namely, thread guides, eyes for threads, thread lifters, twisterings, loopers, bobbin cases and bobbin boxes, clutches, blades, fine blades, cutting devices, knives, levers, toggels, cranks, locking and switching latches, and lifters and hooks, rolls and rollers, winches, and shafts, guiding means, guiding rails, and guiding rollers as well as corresponding strips and bands and parts of the above goods

07 Int.

metal alloys from non-precious metals; blades, knives, fine blades, cutting devices, pliers, and planes for milling, turning and other metal working machinery, textile machine parts, namely, thread guides, eyes for threads, thread lifters, twisterings, loopers, bobbin cases, and bobbin boxes, clutches, blades, fine blades, cutting devices, knives, levers, toggels, cranks, locking and switching latches, and lifters and hooks, rolls and rollers, winches, and shafts, guiding means, guiding rails, and guiding rollers as well as corresponding strips and bands and parts of the above goods.

STELLITE

TDSD8260

Registered

N/A

51383

Greece

ORD

06 Int., 07 Int.

04-Oct-1973

Goods:

06 Int.

metal alloys

07 Int.

blades and cutters for milling, turning and the like metal-working machinery; textile machine parts-namely, thread guides, thread lifters, twister rings, loopers, bobbin cases, clutches, blades, knives, guide plate strips, levers, pawls and rolls

STELLITE

TDSD8255

Registered

1209/75

19780931AA

Hong Kong

ORD

06 Int., 09 Int.

04-Sep-1975

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys but not including alloys for use in the manufacture and of tools, cutlery and similar instruments or in the manufacture of cutting metals

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8022

Registered

N/A

166427

Hungary

ORD

06 Int., 07 Int.

16-Oct-1973

Goods:

06 Int.

metal alloys

07 Int.

STELLITE

TDSD8249

Registered

N/A

285050

India

ORD

06 Int.

29-Dec-1972

Goods:

06 Int.

metal alloys and welding rods, hard facing rods, and castings all being of metal alloys and metal alloy powders (not for painters or decorators), all being goods of non-precious metal

STELLITE

TDSD8291

Registered

N/A

291352

India

ORD

07 Int.

09-Oct-1973

Goods:

07 Int.

blades and cutters for milling, turning and the like metal working machinery; thread guides, thread lifters, twister rings, loopers, bobbin cases, clutches, blades, knives, guide plate strips, levers, pawls, and rolls, all being parts of textile machinery included in Class 7

STELLITE

TDSD8023

Registered

IDM000090897

Indonesia

ORD

06 Int.

18-Jun-2004

Goods:

06 Int.

welding rod for hard facing wearing parts

-95-


Thursday, December 1, 2011		Trademark List by Trademark		Page 25 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

STELLITE

TDSD8847

Int’l Registration - Madrid

Agreement / Protocol

ORD

Registered

06 Int., 09 Int.

1045023

18-Jun-2010

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8784

Iran

ORD

Registered

06 Int.

84010971

19-Apr-2005

123310

16-Aug-2005

Goods:

06 Int.

metal alloys for further manufacturing, namely, cobalt-based metal alloys; metal alloys in the form of metal welding rods, metal welding wire, metal alloy powders, metal alloy castings, wrought metal form, metal alloy plates, metal alloy sheets, metal alloy bars, alloy for use in the powder metallurgy industry, thermal spray metal powders, plasma transferred arc welding metal powders

STELLITE

TDSD8243

Ireland

ORD

Registered

06 Int., 09 Int.

N/A

11-Aug-1975

87704

11-Aug-1975

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys, and articles included in Class 6 made there from; wire (non-electric); welding rods

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8236

Israel

ORD

Registered

06 Int.

40620

25-Apr-1975

40620

25-Apr-1975

Goods:

06 Int.

alloys of non-precious metal

STELLITE

TDSD8237

Israel

ORD

Registered

06 Int.

40622

25-Apr-1975

40622

25-Apr-1975

Goods:

06 Int.

metal alloys

STELLITE

TDSD8284

Israel

ORD

Registered

07 Int.

40621

25-Apr-1975

40621

25-Apr-1975

Goods:

07 Int.

blades and cutters for milling, turning and the like metal-working machinery; textile machine parts - namely, thread guides, thread lifters twister rings, loopers, bobbin cases, clutches, blades, knives, guide plate strips, levers, pawls and rolls

STELLITE

TDSD8266

Italy

ORD

Registered

06 Int., 07 Int.

35146-C/73

30-Sep-1973

1044497

14-May-1976

Goods:

06 Int.

metal alloys

07 Int.

blades and cutters for milling, turning and the like metal-working machinery; textile machine parts- namely thread guides, thread lifters, twister rings, loopers, bobbin cases, clutches, blades, knives, guide plate strips, levers, pawls, and rolls

STELLITE

TDSD8271

Registered

M12000C010097

919141

Italy

ORD

06 Int., 07 Int., 08 Int., 09 Int.

19-Sep-1950

23-May-1951

-96-


Thursday, December 1, 2011		Trademark List by Trademark		Page 26 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

Goods:

06 Int.

Wares for all Classes- tools for cutting metal, welding electrodes metals, metal alloys and welding rods

07 Int.

08 Int.

09 Int.

STELLITE

TDSD8301

Registered

M194C005719

696702

Italy

ORD

08 Int.

21-Jun-1984

05-Jun-1986

Goods:

08 Int.

cutlery and cutting instruments

STELLITE

TDSD8234

Registered

N/A

24215

Jamaica

ORD

06 Int.

05-Aug-1981

Goods:

06 Int.

metal alloys, metals, and metal castings and forgings

STELLITE

TDSD8305

Registered

N/A

20593

Jamaica

ORD

09 Int.

05-Aug-1981

Goods:

09 Int.

electrodes for electrical arc welding rods

STELLITE

TDSD8254

Registered

27652/1967

904841

Japan

ORD

06 Int.

12-May-1967

07-Jul-1971

Goods:

06 Int.

metals (excluding sodium, potassium and calcium), and ores (excluding those belonging to fuels)

STELLITE

TDSD8809

Registered

92240/2006

5192436

Japan

ORD

06 Int., 07 Int.

03-Oct-2006

26-Dec-2008

Goods:

06 Int.

metal guide bushings; metal valve parts, namely, metal valve spindles, metal valve cones, metal valve rings, metal valve seats, metal valve nozzles, metal valve balls, metal valve plungers; alloys rods for deposition of metal onto industrial components; alloys wires for deposition of metal onto industrial components; alloy powders for deposition of metal onto industrial components; irons and steels; nonferrous metals and their alloys; metal pulleys, metal springs and metal valves (not for machine elements)

07 Int.

metal bearing rings (other than for land vehicles), metal bearing end cups (other than for land vehicles), metal bearing sleeves (other than for land vehicles), and other metal components of industrial bearings; metal components for glass molding molds

STELLITE

TDSD8812

Registered

2006-120262

5088491

Japan

ORD

08 Int.

27-Dec-2006

02-Nov-2007

Goods:

08 Int.

hair cutting shears, other sharp-edged hand tools, hand tools

STELLITE

TDSD8847-JP

Registered

1045023

Japan

MPR

06 Int. 09 Int.

18-Jun-2010

07-Jul-2011

Goods:

06 Int.

metal alloys for further manufacturing, namely, cobalt-based metal alloys, metal alloys in the form of metal welding rods, metal welding wire, metal alloy powders, metal alloy castings, alloys for use in the powder metallurgy industry; thermal spray metal powders, and plasma transferred arc welding metal powders

09 Int.

electrodes for electric arc welding

-97-


Thursday, December 1, 2011		Trademark List by Trademark		Page 27 of 40

Trademark

SP Matter No.

Country

SubCase
Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

STELLITE

TDSD8226

Registered

6269-75

52341

Korea, Republic of

ORD

06 Int.

16-Sep-1975

10-Jan-1978

Goods:

06 Int.

cast-iron; cast-iron castings; cast-steel; cast-steel castings; copper or copper-base alloy castings; lead or lead-base alloy castings; zinc or zinc-base alloy castings; tin or tin-base alloy castings; aluminum or aluminum-base alloy castings; magnesium or magnesium-base alloy castings; nickel or nickel-base alloy castings; titanium or titanium-base alloy castings; rods of metal for brazing and welding; metal alloys, metal alloys in the form of powder/castings/bars/rods/wires/electrodes; cobalt-based alloys; and cobalt-based alloys in the form of powder/castings/bars/rods/wires

STELLITE

TDSD8228

Registered

6270-75

49815

Korea, Republic of

ORD

09 Int.

16-Sep-1975

08-Aug-1977

Goods:

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8847-KR

Registered

1045023

Korea, Republic of

MPR

06 Int., 09 Int.

18-Jun-2010

15-Jul-2011

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8204.1

Proposed

Kosovo

ORD

Goods:

STELLITE

TDSD8230

Registered

N/A

1607

Kuwait

ORD

06 Int.

08-Apr-1964

Goods:

06 Int.

metal alloys, metals, metal castings and forgings

STELLITE

TDSD8631

Registered

Z-671/96

07183

Macedonia

ORD

06 Int.

30-Sep-1996

05-Sep-2002

Goods:

06 Int.

common metals and their alloys; metal building materials; transportable buildings of metal; materials of metal for railway tracks; non-electric cables and wires of common metal; ironmongery, small items of metal hardware; pipes and tubes of metal; safes; goods of common metal not included in other classes; ores; metal alloy welding rods; metal alloy hard-facing rods; metal alloy castings and forgings

STELLITE

TDSD8847-MI

Pending

1045023

Macedonia

06 Int., 09 Int.

18-Jun-2010

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

-98-


Thursday, December 1, 2011		Trademark List by Trademark		Page 28 of 40

Trademark

SP Matter No.

Country

SubCase
Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

STELLITE

TDSD8275

Registered

N/A

58164

Mexico

ORD

06 Int., 07 Int., 09 Int., 14 Int., 16 Int.

09-Feb-1948

Goods:

06 Int.

common metals and their alloys; railway material of metal, ores of metal

07 Int.

matrices for use in printing and drilling rigs

09 Int.

welding electrodes

14 Int.

precious metals of all kinds

16 Int.

typographic characters

STELLITE

TDSD8204.2

Proposed

Montenegro

ORD

Goods:

STELLITE

TD/SD8847-ME

Registered

1045023

Montenegro

06 Int., 09 Int.

18-Jun-2010

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8235

Registered

N/A

62916

Morocco

ORD

06 Int.

02-Jun-1977

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys; castings, forgings, welding rods, hard-facing rods, hard-setting inserts, sheets, plates, strips, rods, bards, balls, tubes or pipes, conduits, wires, bolts, nipples, nuts, pins, washers, all these pieces being of metal alloys

STELLITE

TDSD8847-MA

Pending

1045023

Morocco

06 Int., 09 Int.

18-Jun-2010

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8240

Registered

48968

New Zealand

ORD

06 Int.

17-Mar-1950

Goods:

06 Int.

unwrought and partly wrought common metals, especially alloys of non-precious metals, welding rods and castings

STELLITE

TDSD8286

Registered

48969

New Zealand

ORD

17-Mar-1950

Goods:

STELLITE

TDSD8306

Registered

N/A

54311

New Zealand

ORD

09 Int.

26-Jan-1954

-99-


Thursday, December 1, 2011		Trademark List by Trademark		Page 29 of 40

Trademark

SP Matter No.

Country

SubCase
Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

Goods:

09 Int.

electrical apparatus and instruments including welding electrodes

STELLITE

TDSD8233

Registered

N/A

20534

Pakistan

ORD

06 Int.

24-Aug-1953

Goods:

06 Int.

alloys of non-precious metal, alloy welding rods; non-precious metal hard-facing rods; non-precious metal alloy castings and forgings not included in other classes non-precious metal alloy hard-setting inserts

STELLITE

TDSD8238

Registered

147723

43391

Peru

ORD

06 Int.

20-Mar-2002

24-Feb-1982

Goods:

06 Int.

welding bars, metal alloys, welding bars for gas soldering and electric arc welding; metal welding wire; metal welding wire for non-joining applications, namely, for depositing metal onto components; metal alloys in the form of powders, thermal spray powders, bars, wire, and rods for use in joining, manufacturing, and repair of industrial components; iron base alloys, vanadium carbide alloys, cobalt base alloys, and nickel

STELLITE

TDSD8309

Registered

N/A

40,252

Peru

ORD

09 Int.

21-Jul-1981

Goods:

09 Int.

welding electrodes

STELLITE

TDSD8052

Registered

108,779

4-1996-111164

Philippines

ORD

06 Int.

10-Jun-1996

06-Feb-2001

Goods:

06 Int.

metals and metal castings and forging

STELLITE

TDSD8261

Registered

N/A

52211

Poland

ORD

06 Int., 07 Int.

20-Dec-1973

Goods:

06 Int.

07 Int.

metal alloys

STELLITE

TDSD8027

Registered

N/A

184247

Portugal

ORD

06 Int.

28-Nov-1973

28-Oct-1975

Goods:

06 Int.

metal alloys

STELLITE

TDSD8029

Registered

N/A

3R08626

Romania

ORD

06 Int., 07 Int.

10-Dec-1973

Goods:

06 Int.

metal alloys

07 Int.

blades and cutters for milling and turning and the like metal-working machinery; textile machine parts-namely, thread guides, thread lifters, twister rings, loopers, bobbin cases, clutches, blades, knives, guide plate strips, levers, pawls and rolls

STELLITE

TDSD8206

Registered

N/A

1920

Russian Federation

ORD

06 Int., 07 Int.

05-Dec-1986

Goods:

06 Int.

07 Int.

metal alloys

blades and cutters for milling, turning and the like metal working machinery

-100-


Thursday, December 1, 2011		Trademark List by Trademark		Page 30 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

STELLITE

TDSD8847-RU

Registered

1045023

Russian Federation

06 Int., 09 Int.

18-Jun-2010

04-Jul-2011

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8232

Registered

N/A

S/019609

Sabah

ORD

06 Int.

13-Nov-1975

Goods:

06 Int.

metal alloys and welding rods

STELLITE

TDSD8204

Registered

Z210-53

12799

Serbia

ORD

06 Int.

29-Jul-1953

20-Oct-1953

Goods:

06 Int.

and 07-metals and metal alloys in general, metal alloy welding rods; metal alloy hard-facing rods; metal alloy castings and forgings, metal alloy hard selling inserts; blades and cutters for use in metal-working machines, drilling machines and other machines

STELLITE

TDSD8847-RS

Registered

1045023

Serbia

06 Int., 09 Int.

18-Jun-2010

Goods:

06 Int.

metal alloys for further manufacturing, namely, cobalt-based metal alloys, metal alloys in the form of metal welding rods, metal welding wire, metal alloy powders, metal alloy castings, alloys for use in the powder metallurgy industry, thermal spray metal powders, and plasma transferred arc welding metal powders

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8241

Registered

N/A

65752

Singapore

ORD

06 Int.

09-Oct-1975

Goods:

06 Int.

metal alloys and welding rods

STELLITE

TDSD8847-SG

Registered

T10104191

Singapore

MPR

06 Int., 09 Int.

18-Jun-2010

10-Jun-2011

Goods:

06 Int.

metal alloys for further manufacturing, namely, cobalt-based metal alloys; metal alloys in the form of metal welding rods, metal welding wire, metal alloy powders, metal alloy castings, alloys for used in the powder metallurgy industry, thermal spray metal powders, and plasma transferred arc welding metal powders

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8247

Registered

N/A

172095

Slovakia

ORD

06 Int.

01-Apr-1993

Goods:

06 Int.

metal alloys and metal casts

STELLITE

TDSD8050

Registered

Z-5380210

5380210

Slovenia

ORD

06 Int., 07 Int.

10-Feb-1994

29-Jul-1993

-101-


Thursday, December 1, 2011		Trademark List by Trademark		Page 31 of 40

Trademark

SP Matter No.

Country

SubCase
Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys and articles included in Class 6 made therefrom; wire (non-electric); welding rods

07 Int.

machine tools and tools for use in machine tools and parts included in Class 7 of all the aforesaid goods

STELLITE

TDSD8258

Registered

N/A

73/5151

South Africa

ORD

06 Int.

02-Oct-1973

Goods:

06 Int.

metal alloys

STELLITE

TDSD8296

Registered

N/A

73/5152

South Africa

ORD

07 Int.

02-Oct-1973

Goods:

07 Int.

blades and cutters for milling, turning and the like metal-working machinery; textile machine parts, namely, thread guides, thread lifters, twister rings, loopers, bobbin cases, clutches, blades, knives, guide plate strips, levers, pawls and rolls.

STELLITE

TDSD8212

Registered

320025

Spain

ORD

06 Int.

30-Apr-1957

28-Oct-1957

Goods:

06 Int.

metal alloys

STELLITE

TDSD8030

Registered

N/A

36783

Sri Lanka

ORD

06 Int.

25-Sep-1975

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys

STELLITE

TDSD8307

Registered

1978/1951

74945

Sweden

ORD

09 Int.

10-Aug-1951

30-Oct-1953

Goods:

09 Int.

gauges

STELLITE

TDSD8265

Registered

N/A

267269

Switzerland

ORD

06 Int., 07 Int.

02-Oct-1973

Goods:

06 Int.

metal alloys

07 Int.

blades and cutters for milling, turning the like metal-working machinery; textile machine parts-namely, thread guides, thread lifters, twister rings, loopers, bobbin cases, clutches, blades, knives, guide plate strips, levers pawls and rolls

STELLITE

TDSD8277

Registered

401738

Switzerland

ORD

06 Int., 08 Int., 09 Int.

22-Aug-1992

Goods:

06 Int.

(CI. 6, 8, & 9) - metal alloys, cutting tools, welding rods and welding electrodes

08 Int.

09 Int.

STELLITE

TDSD8303

Registered

N/A

324738

Switzerland

ORD

08 Int.

08-Oct-1982

Goods:

08 Int.

cutlery and cutting instruments

STELLITE

TDSD8847-CH

Registered

1045023

Switzerland

06 Int., 09 Int.

18-Jun-2010

25-Aug-2011

-102-


Thursday, December 1, 2011		Trademark List by Trademark		Page 32 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8499

Taiwan

ORD

Registered

55 Int.

419543

01-Nov-1988

Goods:

55 Int.

(TAI CLASS) metals, semi-manufactured products of metals; plasma weld powder; metal powder

STELLITE

TDSD8179

Tunisia

ORD

Registered

06 Int.

EE021578

13-Sep-1957

EE87 373

08-Sep-1987

Goods:

06 Int.

unwrought and partly wrought and common metals and their alloys, metal alloy castings, forgings, welding rods, hard-facing rods, hard-setting inserts, sheets, plates, strips, rods, bars, balls, tuning, piping, wire, bolts, nipples, nuts, pins and washers

STELLITE

TDSD8242

Turkey

ORD

Registered

06 Int., 07 Int.

N/A

10-Dec-1973

79010

10-Dec-1973

Goods:

06 Int.

07 Int.

metal alloys; blades and cutters for milling, turning, and the like metal-working machinery; textile machine parts-namely, thread guides, thread lifters, twister rings, loopers, bobbin cases, clutches, blades, knives, guide plate strips, levers, pawls and rolls

STELLITE

TDSD8847-TR

Turkey

MPR

Pending

06 Int., 09 Int.

1045023

18-Jun-2010

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8638

Ukraine

ORD

Registered

06 Int.

96081978

20-Aug-1996

17993

15-Feb-2001

Goods:

06 Int.

metal alloys

STELLITE

TDSD8847-UA

Ukraine

Registered

06 Int., 09 Int.

1045023

18-Jun-2010

1045023

21-Jul-2011

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8256

United Kingdom

ORD

Registered

06 Int.

N/A

04-Aug-1970

963338

04-Aug-1970

-103-


Thursday, December 1, 2011		Trademark List by Trademark		Page 33 of 40

Trademark

SP Matter No.

Country

SubCase
Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

Goods:

06 Int.

welding rods; metallic alloys unwrought and partly wrought, all for use in the manufacture of tools, cutting metals, cutlery and of similar instruments; unwrought and partly wrought common metals and their alloys but not including alloys for use in the manufacture of tools, cutlery, and similar instruments or in the manufacture of cutting metals

STELLITE

TDSD8312

Registered

N/A

608169

United Kingdom

ORD

09 Int.

19-Jul-1939

Goods:

09 Int.

gauges

STELLITE

TDSD8184

Registered

71/096,748

0,114,239

United States of America

ORD

06 Int.

22-Jul-1916

05-Dec-1916

Goods:

06 Int.

metal alloys

STELLITE

TDSD8852

Registered

85/051,928

3,883,138

United States of America

ORD

06 Int., 09 Int.

01-Jun-2010

30-Nov-2010

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE

TDSD8211

Registered

N/A

78826F

Venezuela

ORD

14 Int.

15-Apr-1975

Goods:

14 Int.

metal alloys

STELLITE

TDSD8223

Registered

N/A

86048F

Venezuela

ORD

23 Int.

19-Jan-1978

Goods:

23 Int.

STELLITE

TDSD8847-ZM

Pending

1045023

Zambia

MPR

06 Int., 09 Int.

18-Jun-2010

Goods:

06 Int.

09 Int.

electrodes for electric arc welding

STELLITE + STAR DESIGN

TDSD8201

Registered

2501783

1994237

Argentina

ORD

06 Int.

18-Mar-2004

06-Oct-2004

Goods:

06 Int.

metal alloys

STELLITE + STAR DESIGN

TDSD8200

Registered

N/A

02471175

Brazil

ORD

06 Int.

11-May-1980

Goods:

06 Int.

[Brazil -06.20] metal alloys

-104-


Thursday, December 1, 2011		Trademark List by Trademark		Page 34 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

STELLITE + STAR DESIGN

TDSD8183

Canada

ORD

Registered

000 Int.

674214

22-Jan-1991

407957

12-Feb-1993

Goods:

000 Int.

metal alloys, castings, powder metal parts, wrought products, namely hot rolled bar sheet and plate, thermal spray powders, welding powders, welding rods, welding wires, welding electrodes used to hardface or fabricate components used in various equipment applications; metal alloys; plasma transfer arc machine, namely, welding system made up of a control panel, powder feeder, argon gas inlet and torch

STELLITE + STAR DESIGN

TDSD8373

China (People’s Republic)

ORD

Registered

06 Int.

N/A

30-Jul-1989

355938

30-Jul-1989

Goods:

06 Int.

welding wires; electrodes

STELLITE + STAR DESIGN

TDSD8202

Germany

ORD

Registered

06 Int., 07 Int.

N/A

01-Apr-1993

2070158

01-Apr-1993

Goods:

06 Int.

metal alloys

07 Int.

plasma transfer arc machine, namely, a welding machine made up of a control panel, powder feeder, argon gas inlet and torch

STELLITE + STAR DESIGN

TDSD8051

Italy

ORD

Registered

06 Int., 07 Int.

MI2003C003581

15-Apr-1993

1037894

01-Feb-1996

Goods:

06 Int.

metal alloys

07 Int.

plasma transfer arc machines, namely a welding system made up of a control panel, powder feeder, argon gas inlet and torch

STELLITE + STAR DESIGN

TDSD8193

Spain

ORD

Registered

06 Int., 09 Int.

N/A

13-Nov-1980

2982946

20-Nov-1981

Goods:

06 Int.

common metal alloys; semi-manufactured articles of common metal; hard facing welding rods; forged pieces; metalloceramic compounds, blades and cutters for pressing, turning and for machine tools, caps, tubes valves and washers

09 Int.

electrodes for electric welding

STELLITE + STAR DESIGN

TDSD8186

United States of America

ORD

Registered

06 Int.

74/092,428

29-Aug-1990

1,652,889

06-Aug-1991

Goods:

06 Int.

metal alloys

STELLITE + STAR DESIGN

TDSD8317

United States of America

ORD

Registered

07 Int.

74/142,134

22-Feb-1991

1,715,027

15-Sep-1992

Goods:

07 Int.

plasma transfer arc machine, namely, a welding system made up of a control panel, powder feeder, argon gas inlet and torch

STELLITE in Katakana

TDSD8578

Japan

ORD

Registered

06 Int.

1304/1996

10-Jan-1996

4118844

27-Feb-1998

Goods:

06 Int.

irons and steels, and nonferrous metals and their alloys

T-400

TDSD8763.1

Canada

ORD

Registered

000 Int.

1245750

02-Feb-2005

658328

08-Feb-2006

-105-


Thursday, December 1, 2011		Trademark List by Trademark		Page 35 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

Goods:

000 Int.

T-400

TDSD8763.2-FR

Registered

852946

France

006 Int.

31-Jan-2005

Goods:

006 Int.

T-400

TDSD8763.2-DE

Registered

852946

Germany

006 Int.

31-Jan-2005

Goods:

006 Int.

T-400

TDSD8763.2

Registered

852946

Int’l Registration - Madrid

ORD

06 Int.

31-Jan-2005

Agreement / Protocol

Goods:

06 Int.

T-400

TDSD8763.2-IT

Registered

852946

Italy

006 Int.

31-Jan-2005

Goods:

006 Int.

T-400

TDSD8763.2-GB

Registered

852946

United Kingdom

MPR

06 Int.

31-Jan-2005

Goods:

06 Int.

T-400

TDSD8763

Registered

78/318,198

2,914,610

United States of America

ORD

06 Int.

24-Oct-2003

28-Dec-2004

Goods:

06 Int.

T-400 watch

TDSD8860

Proposed

United States of America

ORD

06 Int.

-106-


Thursday, December 1, 2011		Trademark List by Trademark		Page 36 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application

Number/Date

Registration

Number/Date

Goods:

06 Int.

T-800

TDSD8415

Registered

74/142,126

1,683,584

United States of America

ORD

06 Int.

22-Feb-1991

21-Apr-1992

Goods:

06 Int.

metal alloys; namely, welding rods, welding wire, and thermal spray metal powders

TRIBALOY

TDSD8000

Registered

2668356

2427260

Argentina

ORD

06 Int.

06-Jun-1974

15-Oct-1974

Goods:

06 Int.

intermetallic alloy compositions in cast or powder form

TRIBALOY

TDSD8339

Registered

279053

Australia

ORD

06 Int.

05-Jun-1974

Goods:

06 Int.

intermetallic alloy compositions in cast and powder form

TRIBALOY

TDSD8326

Registered

N/A

78004

Austria

ORD

06 Int.

06-Aug-1974

Goods:

06 Int.

intermetallic alloy compositions in cast and powder form

TRIBALOY

TDSD8332

Registered

N/A

313108

Benelux

ORD

06 Int.

26-Sep-1972

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys

TRIBALOY

TDSD8342

Registered

10414/74

007042736

Brazil

ORD

06 Int.

11-Jun-1974

25-Dec-1979

Goods:

06 Int.

[local class 6.20] intermetallic alloy compositions in cast and powder form

TRIBALOY

TDSD8330

Registered

359027

201150

Canada

ORD

000 Int.

23-Nov-1972

16-Aug-1974

Goods:

000 Int.

intermetallic alloy compositions in cast and powder form for use in the manufacture of bearings, cams, seals and the like

TRIBALOY

TDSD8810

Registered

5723906

China (People’s Republic)

ORD

06 Int.

15-Nov-2006

14-Aug-2009

Goods:

06 Int.

metal alloys, welding rods, metal powders; alloy compositions in cast, extruded, and powder form; alloy rods for deposition of metal onto industrial components; alloy wires for deposition of metal onto industrial components; alloy powders for deposition of metal onto industrial components; alloy powders for thermal spray deposition of metal onto industrial components; metal guide bushings; finished and semi-finished metal valve parts, namely metal valve spindles, metal valve cones, metal valve rings, metal valve seats, metal valve nozzles, metal valve plungers

TRIBALOY

TDSD8329

Registered

47979

162216

Czech Republic

ORD

06 Int.

21-Jun-1974

11-Feb-1975

-107-


Thursday, December 1, 2011		Trademark List by Trademark		Page 37 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

Goods:

06 Int.

intermetallic alloy compositions in cast and powder form for use in the manufacture of bearings, cams, seals, and the like

TRIBALOY

TDSD8038

Registered

N/A

VR 1975 03464

Denmark

ORD

06 Int.

29-Aug-1975

Goods:

06 Int.

intermetallic alloy compositions in cast and powder form

TRIBALOY

TDSD8343

Registered

173,486

1274284

France

ORD

06 Int.

15-May-1974

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys

TRIBALOY

TDSD8334

Registered

N/A

DD640439

Germany

ORD

06 Int.

13-Jun-1974

Goods:

06 Int.

intermetallic alloy compositions in cast and powder form for use in the manufacture of bearings, cams, seals, and the like

TRIBALOY

TDSD8341

Registered

N/A

W912123

Germany

ORD

06 Int.

25-Sep-1972

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys

TRIBALOY

TDSD8039

Registered

2253/773

117081

Hungary

ORD

06 Int.

05-Jun-1974

Goods:

06 Int.

intermetallic composites of alloys in the form of casting or powder

TRIBALOY

TDSD8040

Registered

N/A

299815

India

ORD

06 Int.

07-Oct-1974

Goods:

06 Int.

intermetallic alloy compositions in cast and powder form included in Class 6

TRIBALOY

TDSD8041

Registered

N/A

84134

Ireland

ORD

06 Int.

04-Jun-1974

Goods:

06 Int.

intermetallic alloy compositions in cast and powder form

TRIBALOY

TDSD8324

Registered

39292

Israel

ORD

06 Int.

03-Jun-1974

Goods:

06 Int.

intermetallic alloy compositions included in Class 6 in cast and powder form

TRIBALOY

TDSD8331

Registered

MI94C005718

696701

Italy

ORD

06 Int.

28-Jun-1974

Goods:

06 Int.

intermetallic alloy compositions in cast and powder form

TRIBALOY

TDSD8344

Registered

111476/87

2152752

Japan

ORD

06 Int.

31-Jul-1989

Goods:

06 Int.

irons and steels; semi-processed steels; rolled steel; iron and steels secondary products; aluminum and alloy thereof, other nonferrous metals and their alloys

-108-


Thursday, December 1, 2011		Trademark List by Trademark		Page 38 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

TRIBALOY

TDSD8327

Norway

ORD

Registered

06 Int.

118,987

04-Jun-1974

93453

10-Apr-1975

Goods:

06 Int.

intermetallic alloy compositions in cast and powder form

TRIBALOY

TDSD8325

Russian Federation

ORD

Registered

06 Int.

68802

13-Jun-1974

51497

18-Dec-1974

Goods:

06 Int.

intermetallic alloy compositions in cast and powder form

TRIBALOY

TDSD8042

Slovakia

ORD

Registered

06 Int.

47979-74

21-Jun-1974

162216

11-Feb-1975

Goods:

06 Int.

intermetallic alloy compositions in the form of casts and powders for use in making bearings, cams, gaskets and the like

TRIBALOY

TDSD8345

South Africa

ORD

Registered

06 Int.

2799

04-Jun-1974

74/2799

04-Jun-1974

Goods:

06 Int.

unwrought and partly wrought-common metals and their alloys including intermetallic alloy compositions in cast and powder form

TRIBALOY

TDSD8335

Spain

ORD

Registered

06 Int.

755955

07-Jun-1974

755955

06-Jun-1977

Goods:

06 Int.

intermetallic alloy compositions in cast and powder form

TRIBALOY

TDSD8328

Sweden

ORD

Registered

06 Int.

N/A

17-Jan-1975

150017

17-Jan-1975

Goods:

06 Int.

intermetallic alloy compositions in cast and powder form

TRIBALOY

TDSD8333

Switzerland

ORD

Registered

06 Int.

N/A

26-Sep-1972

402667

26-Sep-1972

Goods:

06 Int.

unwrought and partly wrought common metals and their alloys

TRIBALOY

TDSD8644

Taiwan

ORD

Registered

06 Int.

86033341

01-Jul-1997

816429

16-Sep-1998

Goods:

06 Int.

metal alloys, welding rods, metal powders and semi-finished products made of metal

TRIBALOY

TDSD8645

Taiwan

ORD

Registered

09 Int.

86033343

01-Jul-1997

807438

01-Jul-1998

Goods:

09 Int.

welding electrodes

TRIBALOY

TDSD8338

United Kingdom

ORD

Registered

06 Int.

N/A

25-Sep-1972

998938

25-Sep-1972

Goods:

06 Int.

unwrought and partly wrought alloys of common metal

TRIBALOY

TDSD8337

United States of America

ORD

Registered

06 Int.

72/437,321

02-Oct-1972

0,979,267

26-Feb-1974

-109-


Thursday, December 1, 2011		Trademark List by Trademark		Page 39 of 40

Trademark

SP Matter No.

Country

SubCase

Case Type

Status

Classes

Application
Number/Date

Registration
Number/Date

Goods:

06 Int.

intermetallic alloy compositions in cast and powder form for use in the manufacture of bearings, cams, seals, and the like

TRIBALOY watch

TDSD8859

United States of America

ORD

Proposed

06 Int.

Goods:

06 Int.

intermetallic alloy compositions in cast and powder form for use in the manufacture of bearings, cams, seals, and the like; metal alloys, metal powders, welding rods

TRISTELLE

TDSD8662

Canada

ORD

Registered

000 Int.

840,992

02-Apr-1997

488741

30-Jan-1998

Goods:

000 Int.

non-precious metal alloys in the form of powders, bars, wire, or rods for use in industry; non-precious metal casting alloys for use in industry; non-precious metal alloy castings for use in industry

TRISTELLE

TDSD8346

Germany

ORD

Registered

01 Int., 06 Int., 09 Int.

D51,234/6WZ

30-Jun-1992

2044799

14-Sep-1993

Goods:

01 Int.

metal alloys, castings, powder metal parts, wrought products, thermal spray powders, welding powders, welding rods, welding wires, welding electrodes used to hard fact or fabricate components used in various equipment applications

06 Int.

[see above]

09 Int.

[see above]

TRISTELLE

TDSD8663

Mexico

ORD

Registered

06 Int.

290460

20-Mar-1997

570529

25-Feb-1998

Goods:

06 Int.

metal alloys, welding rods, metal powders and castings

TRISTELLE

TDSD8053

United States of America

ORD

Registered

06 Int.

74/636,785

21-Feb-1995

1,989,678

30-Jul-1996

Goods:

06 Int.

non-precious metal alloys in the form of powders, bars, wire, or rods for use in industry; non-precious metal casting alloys for use in industry

VINERTIA

TDSD8349

Germany

ORD

Registered

06 Int., 10 Int.

D25905

11-Aug-1971

W916676

11-Aug-1991

Goods:

06 Int.

semi-wrought common metals and their alloys, in particular sintered hard carbide; unwrought and semi-wrought cast parts of metal or alloys; metal parts having surface coatings of hard metal or sintered hard carbide, in particular with surface coatings produced on the basis of chromium, cobalt, tungsten and molybdenum; sintered hard carbide parts; rods of metal for brazing and welding and soldering wire of metal, rings of metal, in particular such rings having surfaces of hard metal; metals and hard metals in powder form, except metals in powder form for painting and decoration purposes; all afore-mentioned goods as semi-finished products

10 Int.

surgical instruments (also for hip surgery), in particular surgical scissors, pliers, knives and scalpels; dental instruments; veterinary instruments; artificial limbs, in particular surgical implants; artificial joints for the human or animal body, in particular artificial limbs for the head of the femur, artificial limbs for the hip, artificial limbs for knee joints and elbow joints

-110-


Thursday, December 1, 2011		Report Selection		Page 40 of 40


				Record Count: 281

Sort Order: by Trademark

Report Format: Concise

Print Goods?:

Yes

Print Remarks?:

Print Images/Links?:

Print Designated Countries?:

Filing Date:

From:

To:

SP Matter No.:

Status Code:

Active

Trademark:

Case Type(s):

Status(es):

Client:

tdsd

Agent:

Attorney:

Owner:

Country:

Area:

Keyword:

-111-

SCHEDULE 7

Warrantors’ Enquiries

CORPORATE

Andrew Caffyn

Neil Fleming

Tim Allen

Daniel de Wet

Paul Tadman

BELLEVILLE

Joe Overton

Ozzie Bell

Jason Price

Wayne Holden

Geoff Osborne

Lori Palmateer

Don Williams

Matthew Yao

MATERIALS

Brad Belcher

Shelby Hacala

Joe Rowan

Joe Hirsher

Chad Pickle

Margo Swingley

Samuel Basily

ITALY

Fabio Besana

Mauro Bianchi

Scott Tebbutt

Cristiano Bernini

-112-

Keir Lane

KOBLENZ

Michael Ruenz

Hubert Bick

Dirk Hofmann

Jürgen Kuffner

Markus Ohlemacher

Andreas Vieweg

Peter Ribehn

SHANGHAI

Song Ling

Yan Guotao

Shan Jianguo

Li Zhenyang

Tang Zhenwen

Ouyang Yi

Zhang Changhong

Chen Gang

-113-

SCHEDULE 8

Key Employees


Name	Location	Position	Date of Appointment	Annual Salary		Maximum Bonus
CORPORATE
Andrew Caffyn	UK	CEO	Mar-10	282,000	£		100	%
Neil Fleming	UK	CFO	Jan-04	212,000	£		100	%
Tim Allen	UK	Operations Director	Aug-03	164,000	£		100	%
Daniel de Wet	Belleville	Tech & Bus. Dev. Mgr	Jan-01	183,500	CAN$		100	%
Paul Tadman	London	Group Controller	Aug-04	65,000	£		0	%

BELLEVILLE
Joe Overton	Belleville	MD	Oct-84	189,400	CAN$		100	%
Ozzie Bell	Belleville	Business Dev. Mgr	Sep-85	119,667	CAN$		100	%
Jason Price	Belleville	Dir. Finance/Admin	Sep-02	145,235	CAN$		100	%
Wayne Holden	Belleville	Director, S&Mktg	Jun-04	170,000	CAN$		100	%
Geoff Osborne	Belleville	Mgr Customer Service	Dec-00	98,433	CAN$		100	%
Lori Palmateer	Belleville	Quality Manager	Apr-90	84,270	CAN$		100	%
Don Williams	Belleville	Director, Operations	Jun-01	173,650	CAN$		100	%
Matthew Yao	Belleville	R&D Manager	Jul-00	118,326	CAN$		100	%

MATERIALS
Brad Belcher	Goshen	Manuf Manager	Jan-07	146,581	USD		100	%
Shelby Hacala	Montreal	Manager - Americas	Nov-85	125,000	USD		100	%
Joe Rowan	Goshen	Controller	Sep-11	125,000	USD		100	%
Joe Hirsher	Goshen	Sales Manager - NA	May-11	120,000	USD		100	%
Chad Pickle	Goshen	Purchasing Manager	Jul-07	91,058	USD		100	%
Margo Swingley	Goshen	Sales Manager	Mar-00	95,644	USD		100	%
Samuel Basily	UK	Sales Manager - Europe	Sep-09	80,000	€		100	%

ITALY
Fabio Besana	Milan	Ops Mgr	Apr-04	114,000	€		60	%
Mauro Bianchi	Milan	GM	Sep-11	150,500	€		60	%
Scott Tebbutt	Milan	Ops Director	Apr-11	120,000	€		60	%
Cristiano Bernini	Milan	Controller	Jan-11	117,500	€		60	%
Keir Lane	Milan	Technical Director	Sep-11	110,000	€		60	%

-114-


Name	Location		Position	Date of Appointment	Annual Salary				Maximum Bonus

KOBLENZ
Michael Ruenz		Koblenz	MD	Sep-95		208,000	€			100	%
Hubert Bick		Koblenz	Equipment Business Manager	Mar-85		131,167	€			60	%
Dirk Hofmann		Koblenz	Quality Manager	Jul-93		106,294	€			60	%
Jürgen Kuffner		Koblenz	Director Subsidiaries	Jan-92		129,896	€			60	%
Markus Ohlemacher		Koblenz	FD	Dec-07		119,025	€			60	%
Andreas Vieweg		Koblenz	Ops Director	Oct-09		136,637	€			60	%
Peter Ribehn		Koblenz	Sales Director	Jan-11		102,025	€			60	%

SHANGHAI
Song Ling		Shanghai	MD	Dec. 2001		1,050,000		RMB		100	%
Yan Guotao		Shanghai	Sales Director	May , 2002		240,000		RMB		0	%
Shan Jianguo		Shanghai	FD	Jan. 2002		240,000		RMB		0	%
Li Zhenyang		Shanghai	Deputy Sales Director	Feb, 2006		240,000		RMB		0	%
Tang Zhenwen		Shanghai	Operations Director	April,2002		240,000		RMB		0	%
Ouyang Yi		Shanghai	Deputy Operations Director	April,2006		240,000		RMB		0	%
Zhang Changhong		Shanghai	Human Resource Manager	Dec. 2009		240,000		RMB		0	%
Chen Gang		Shanghai	Executive Secretary of JV Board	Dec, 2009		180,000		RMB		0	%

-115-

SCHEDULE 9

Security Documents


Doc No:	Document	Date	Parties

1	English Law Debenture	9 February 2006	Jarway Limited (now Deloro Stellite Holdings 1 Limited) Jartail Limited (now Deloro Stellite Holdings 2 Limited) Jarspring Limited (now Deloro Stellite Holdings 3 Limited) Deloro Stellite Group Limited (acceded 04/04/06) DS (UK) Limited (acceded 04/04/06) Deloro Stellite Limited (acceded 04/04/06) Deloro Acquisition Limited L.P. (acceded 04/04/06) The Royal Bank of Scotland plc

2	English Law governed Share Charge over the shares in Deloro Stellite Group Limited	4 April 2006	Jarspring Limited (now Deloro Stellite Holdings 3 Limited) The Royal Bank of Scotland plc

3	English Law governed Share Charge over the shares in Deloro Stellite UK Limited	4 April 2006	Deloro Stellite L.P. The Royal Bank of Scotland plc

4	Debenture registered 02/10/2006	15 September 2006	Deloro Stellite Holdings 1 Limited Deloro Stellite Holdings 2 Limited Deloro Stellite Group Limited DS UK Limited Deloro Stellite The Royal Bank of Scotland plc

5	Supplemental deed registered 05/06/2008	23 May 2008	Deloro Stellite Holdings 1 Limited Deloro Stellite Holdings 2 Limited Deloro Stellite Holdings 3 Limited Deloro Stellite Group Limited DS UK Limited Deloro Stellite The Royal Bank of Scotland plc

-116-


Doc No:	Document	Date	Parties
6	Mortgage over securities registered 19/04/2006		Deloro Stellite Holdings 3 Limited The Royal Bank of Scotland plc (as agent and security trustee for the finance parties)

7	Guarantee and debenture registered 03/10/1997		Deloro Stellite Group Limited Deloro Stellite National Westminster Bank Plc

8	Charge over account registered 17/04/2002		Deloro Stellite Group Limited National Westminster Bank Plc

9	Debenture registered 23/12/2006		Deloro Stellite Group Limited National Westminster Bank Plc

10	Pledge agreement registered 23/12/2006		Deloro Stellite Group Limited National Westminster Bank Plc

11	Debenture registered 28/07/2005		Deloro Stellite Group Limited The Royal Bank of Scotland Plc

12	Guarantee and debenture registered 03/06/1993		DS UK Limited National Westminster Bank Plc

13	Debenture registered 23/12/2003		DS UK Limited Deloro Stellite National Westminster Bank Plc

14	New York Law governed Security Agreement	4 April 2006	Deloro Holdings, Inc DSGP LLC DS Holdings USA, Inc Deloro Stellite Holdings Corporation Deloro Stellite L.P., by DSGP, LLC The Royal Bank of Scotland plc

15	New York Law governed Collateral Bank Agreement	4 April 2006	Deloro Holdings, Inc Deloro GP LLC DSGP, LLC DS Holdings USA, Inc Deloro Stellite Holdings Corporation Deloro Stellite L.P, by DSGP, LLC The Royal Bank of Scotland plc

-117-


Doc No:	Document	Date	Parties
16	New York Law governed Share Pledge over the shares in Deloro Holdings, Inc	4 April 2006	Jarspring Limited (now Deloro Stellite Holdings 3 Limited) The Royal Bank of Scotland plc

17	New York Law governed Share Pledge over the shares in Deloro GP LLC	4 April 2006	Deloro Holdings, Inc The Royal Bank of Scotland plc

18	New York Law governed Share Pledge over the limited partnership interests in Deloro Stellite L.P.	4 April 2006	Deloro Stellite Holdings Corporation DSGP, LLC The Royal Bank of Scotland plc

19	New York Law governed Share Pledge over the shares in Deloro GP LLC.	4 April 2006	Deloro Stellite Holdings Inc The Royal Bank of Scotland plc

20	New York Law governed Share Pledge over all the shares in DS Holdings (USA), Inc	4 April 2006	Deloro Stellite Group Limited The Royal Bank of Scotland plc

21	New York Law governed Share Pledge over all the shares in Deloro Stellite Holdings Corporation	4 April 2006	DS Holdings (USA) Inc. The Royal Bank of Scotland plc

22	Canadian Law governed Share Pledge over all the shares in Deloro Stellite Inc	4 April 2006	Deloro Stellite L.P. by its general partner DSGP, LLC The Royal Bank of Scotland plc

23	Canadian Law governed Share Pledge over all the non-voting preference shares in Deloro Stellite Inc	4 April 2006	Deloro Holding Corporation The Royal Bank of Scotland plc

24	Canadian Law governed Security Agreement	4 April 2006	Deloro Stellite Inc The Royal Bank of Scotland plc

25	German Law governed receivables assignment	March 2006	Deloro Stellite Holding GmbH & Co. KG. DS Verwaltungsgesellschaft mbH Deloro Stellite GmbH The Royal Bank of Scotland

26	German Law governed Share Pledge over all the shares in DS Verwaltungsgesellschaft GmbH and Deloro Stellite Holding GmbH & Co. KG.	4 April 2006	Deloro Stellite Holdings Corporation The Royal Bank Scotland plc

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Doc No:	Document	Date	Parties
27	German Law governed Share Pledge over all the shares in Deloro Stellite GmbH	4 April 2006	Deloro Stellite Holding GmbH & Co. KG. The Royal Bank Scotland plc

28	German Law governed Account Pledges over each of the following companies:	4 April 2006	DS Verwaltungsgesellschaft mbH Deloro Stellite Holding GmbH & Co. KG. Hettiger Stellite GmbH Deloro Stellite GmbH Hettiger Stellite GmbH The Royal Bank of Scotland

29	German Law governed Security of Land Charges	4 April 2006	Deloro Stellite GmbH The Royal Bank of Scotland

30	German Law governed Security Transfer Agreement	4 April 2006	Deloro Stellite GmbH The Royal Bank of Scotland

31	German Law governed Security Transfer Agreement	4 April 2006	Hettiger Stellite GmbH The Royal Bank of Scotland

32	German Law governed Security Transfer Agreement	4 April 2006	Koblenz The Royal Bank of Scotland

33	German law governed Share Pledge over all the shares in Hettiger Stellite GmbH	4 April 2006	Deloro Stellite Holding GmbH & Co. KG. The Royal Bank of Scotland

34	Italian Law governed Share Pledge over all the shares in Microfusione Stellite SpA	31 March 2006	Deloro Stellite Inc The Royal Bank of Scotland

35	German law governed Security Assignment Agreement for receivables	March 2006	Hettiger Stellite GmbH The Royal Bank of Scotland

36	New York Law governed Share Pledge over the shares in DSGP LLC	4 April 2006	Deloro Stellite Holdings Corporation The Royal Bank of Scotland

37	German law declaration of assignment in relation to book charge rights of Deloro Stellite GmbH	22 August 2006	Deloro Stellite GmbH The Royal Bank of Scotland

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Doc No:	Document	Date	Parties
38	German law governed Security Assignment Agreement for receivables	4 April 2006	Deloro Stellite GmbH The Royal Bank Scotland

39	German law governed Security Assignment Agreement for receivables	4 April 2006	Deloro Stellite Holding GmbH & Co. KG The Royal Bank of Scotland

40	German law governed Security Assignment Agreement for receivables	4 April 2006	DS Verwaltungsgesellschaft mbH The Royal Bank of Scotland

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SCHEDULE 10

Part 1: Top 10 Suppliers

Glencore

2	Shanghai Shenxin EDC

3	PM Recovery

4	Haynes International

5	Ross + Catherall

6	Ametek International

7	Haimen Jinxi Welding

8	Firth Rixon

9	Global Tungstens Corp

10	Cannon – Muskegon

Part 2: Top 10 Customers

Alstom

CTT

4	Schlumberger

Mapna

Siemens

7	Mahle Ventiltrieb GmbH

8	Praxair Surface Tech Inc

9	Ansaldo Energia

10	Sanko Bussan Japan

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ANNEX 1

Locked Box Accounts

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SIGNATURES

Signed by

/s/ Timothy Dobson Allen

TIMOTHY DOBSON ALLEN

Signed by

/s/ Andrew David Caffyn

ANDREW DAVID CAFFYN

Signed by

/s/ Daniel De Wet

DANIEL DE WET

Signed by

/s/ John Neil Fleming

JOHN NEIL FLEMING

Signed by

/s/ Song Ling

SONG LING

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Signed by

/s/ Joseph Overton

JOSEPH OVERTON

Signed by

/s/ Michael Ruenz

MICHAEL RUENZ

Signed by

/s/ John R. Tucker

for and on behalf of KENNAMETAL INC

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EX-31.1

Exhibit 31.1

I, Carlos M. Cardoso, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Kennametal Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EX-31.2

Exhibit 31.2

I, Frank P. Simpkins, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Kennametal Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: February 8, 2012		/s/ Frank P. Simpkins

		Frank P. Simpkins
		Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Kennametal Inc. (the "Corporation") on Form 10-Q for the period ended December 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Corporation certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Corporation.

/s/ Carlos M. Cardoso

Carlos M. Cardoso

Chairman, President and Chief Executive Officer

February 8, 2012

/s/ Frank P. Simpkins

Frank P. Simpkins

Vice President and Chief Financial Officer

February 8, 2012

*This certification is made solely for purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.

Date: February 8, 2012

/s/ Carlos M. Cardoso

Carlos M. Cardoso

Chairman, President and Chief Executive Officer