Renco Metals Inc, et al. – IPO: ‘S-1/A’ on 6/25/96 – EX-10.3C

As of:  Tuesday, 6/25/96   ·   Accession #:  950123-96-3240   ·   File #s:  333-04513, -01, -02

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 2 to Form S-1                           82    439K 
 2: EX-1.1      Form of Underwriting Agreement                        27     81K 
 3: EX-4.1      Form of Indenture                                    112    317K 
 4: EX-4.2      Form of Supplemental Indenture                         2     14K 
 5: EX-5.1      Opinion of Cadwalader, Wickersham & Taft               2      9K 
12: EX-10.11    Form of Amend. #2 to Am. & Res. L&Sa - Sabel          13     48K 
 6: EX-10.3A    Form of Amendment to Nw Apprec. Agr. - Legge           2     12K 
 9: EX-10.3A    Form of Amendment to Nw Apprec. Agr. - Ogaard          2     12K 
 7: EX-10.3A    Form of Amendment to Nw Apprec. Agr. - Thayer          2     12K 
 8: EX-10.3C    Form of Amendment to Nw Apprec. Agr. - Brown           2     12K 
10: EX-10.3E    Form of Amendment to Nw Apprec. Agr. - Kaplan          2     12K 
11: EX-10.8     Form of Amend. #2 to Am. & Res. L&Sa - Magnesium      12     44K 
13: EX-23.2     Consent of Kpmg Peat Marwick                           1      7K 
14: EX-25.1     Form T-1                                              53    389K 

EX-10.3C   —   Form of Amendment to Nw Apprec. Agr. – Brown

EX-10.3C
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MAGNESIUM CORPORATION OF AMERICA
 238 NORTH 2200 WEST
SALT LAKE CITY, UTAH 84116

 June 11, 1996

Mr. Lee R. Brown                                                                
c/o Magnesium Corporation of America                                            
238 North 2200 West                                                             
Salt Lake City, Utah  84116                                                     

Dear Sir:                                                                       

                  Reference is made to your net worth appreciation participation
agreement with this Corporation (the "Agreement").                              

        This will confirm our agreement with you as follows:

                  1. As you know, our parent company, Renco Metals, Inc. ("Renco
   Metals") is contemplating a refinancing under which it will issue
    $150,000,000 of Senior Notes due 2003 ("New Notes") and retire its
 presently outstanding $75,000,000 of Senior Notes due 2000 (the
       "Existing Notes"). On the issuance of the New Notes this company will
       pay a dividend to Renco Metals. Concurrently with the payment of such
    dividend this company will make a payment to you on account of the
        dividend and the Agreement and you will accept same in full settlement
    of all of your rights arising from the payment of the dividend. In
       consideration of such payment and your agreement to the amendments to
         the Agreement as outlined in paragraph 2 below, the Company agrees that
   although after paying the above mentioned payment "Cumulative Net
Income" under the Agreement would be approximately negative   
         $50,000,000, nevertheless, your Cumulative Net Income will be deemed to
       be zero as of July 31, 1996. Your Cumulative Net Income participation
     shall be calculated on the company's Cumulative Net Income accruing
after that date.                                              

                 2. Notwithstanding anything in the Agreement in the contrary,
      you agree, effective upon your receipt of the payment referred to in
paragraph 1 of this letter, as follows:                       

                         (a) Should you voluntarily leave the employ of this
              company before the earlier of the 15th anniversary of this
               agreement or your attainment of age 62, then the payment of
                the Payment (as defined in the "Agreement") to you shall not
             commence until such anniversary or your attaining age 62.

                           Notwithstanding the foregoing, payments shall
                commence immediately upon your death or upon your continuing
          disability making it impossible for you to continue to
perform your normal business duties.        

EX-10.3C
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                        (b) You agree that, so long as you are entitled to
                  any part of the Payment, you will not, directly or indirectly,
         whether as employee, consultant, proprietor, partner,
              stockholder or other capacity, engage in any aspect of the
                 magnesium business (production, marketing, sales, use) in any
              part of the world. In this respect, you and we acknowledge
                that the primary magnesium industry is a worldwide industry,
               that the participants therein compete against each other in
                  all parts of the world, and that therefore this restriction is
reasonable.                                 

                             Should you engage in any activity proscribed by
                the preceding paragraph then the company's obligation to you
          to make the Payment (or any unpaid part thereof) shall
                automatically and permanently cease, and you shall be deemed
   to have irrevocably released you right to same.

                       (c) Should you voluntarily leave the company, you
                shall give 30 days advance written notice, and the amount of
                 your Payment will be calculated as to the close of the fiscal
    quarter in which such 30 day notice period ends.

           3. The parties hereby reaffirm the Agreement as amended
hereby.                                                                         

                 Please confirm your agreement to the foregoing by signing and
returning the enclosed copy.                                                    

                         Very truly yours,

                             MAGNESIUM CORPORATION
                      OF AMERICA

                                           By_________________________________

CONFIRMED AND AGREED TO:                                                        

________________________                                                        
Lee R. Brown                                                          

-2- 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
		7/31/96		1					10-Q
Filed on:		6/25/96
		6/11/96		1
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