Shares GLOBE SPECIALTY METALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2009 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • New York
CREDIT AGREEMENT DATED AS OF August 20, 2013 among GLOBE SPECIALTY METALS, INC., and CERTAIN SUBSIDIARIES OF GLOBE SPECIALTY METALS, INC. FROM TIME TO TIME PARTIES HERETO, as Borrowers, THE LENDERS LISTED HEREIN, as Lenders, CITIZENS BANK OF...Credit Agreement • August 21st, 2013 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • New York
This CREDIT AGREEMENT is dated as of August 20, 2013 and entered into by and among (a) GLOBE SPECIALTY METALS, INC., a Delaware corporation (“Company”), (b) certain Subsidiaries of the Company from time to time party hereto (each a “Co-Borrower” and together with Company, the “Borrowers” and each a “Borrower”), (c) THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO (each individually referred to herein as a “Lender” and collectively as “Lenders”), (d) PNC BANK, NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agents for Lenders (in such capacity, “Syndication Agents”), (e) BBVA COMPASS BANK, as Documentation Agent and (f) CITIZENS BANK OF PENNSYLVANIA, as administrative agent for Lenders (in such capacity, “Administrative Agent”).
Employment AgreementEmployment Agreement • August 28th, 2013 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • New York
This Employment Agreement (the “Agreement”) is entered into this 8th day of July, 2013 (the “Execution Date”) by and between Globe Specialty Metals, Inc. (the “Company”) and Stephen Lebowitz (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2009 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is made effective September 21, 2008, by and between (i) GLOBE SPECIALTY METALS INC., a Delaware corporation (the “Company”), with its principal place of business currently at 1 Penn Plaza, Suite 2514, New York, NY 10119 and (ii) MALCOLM P. APPELBAUM (the “Executive”), 47 Linclon Road, Scarsdale, NY 10583. Certain other capitalized terms used herein are defined in Section 9 below.
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT among GLOBE SPECIALTY METALS, INC., GRUPO FERROATLÁNTICA, S.A.U., GRUPO VILLAR MIR, S.A.U., VELONEWCO LIMITED and GORDON MERGER SUB, INC. Dated as of May 5, 2015Business Combination Agreement • May 6th, 2015 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • Delaware
THIS AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”) is dated as of May 5, 2015, by and among Globe Specialty Metals, Inc., a Delaware corporation (“GSM”), Grupo Villar Mir, S.A.U., a Spanish public limited liability company in the form of a sociedad anónima (“Grupo VM”), Grupo FerroAtlántica, S.A.U., a Spanish public limited liability company in the form of a sociedad anónima and wholly-owned subsidiary of Grupo VM (“FA”), Velonewco Limited, a private limited company incorporated under the laws of England and a wholly-owned subsidiary of Grupo VM (“Holdco”), and Gordon Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Holdco (“Merger Sub”), amends and restates in its entirety that certain Business Combination Agreement, dated as of February 23, 2015 (the “Original BCA”, and such date, the “Original Execution Date”), by and among GSM, Grupo VM, FA, Holdco and Merger Sub.
EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2008 • Globe Specialty Metals Inc • New York
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 31 day of May, 2006, by and between SOLSIL, INC., a Delaware corporation with offices at [ ] (the “Corporation”), and Alan Kestenbaum, an individual residing at (the “Executive”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 30, 2011 among GLOBE METALLURGICAL INC.,Credit Agreement • April 5th, 2011 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of March 30, 2011, and is entered into by and among GLOBE METALLURGICAL INC., a Delaware corporation ("GMI"), TENNESSEE ALLOYS COMPANY, LLC, a Delaware limited liability company ("TAC"), and GSM SALES, INC., a Delaware corporation ("GSMS" and together with GMI and TAC, collectively, on a joint and several basis, the "Borrowers" and each, a "Borrower"), ALABAMA SAND AND GRAVEL, INC., a Delaware corporation, and LAUREL FORD RESOURCES, INC., a Kentucky corporation, as Subsidiary Guarantors, GLOBE SPECIALTY METALS, INC. (f/k/a International Metal Enterprises, Inc.), as Parent, the LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and SOCIÉTÉ GÉNÉRALE, as Administrative Agent, Issuing Bank, Swingline Lender and Collateral Agent.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 18, 2008 among GLOBE METALLURGICAL INC., as Borrower, ALABAMA SAND AND GRAVEL, INC., LAUREL FORD RESOURCES, INC. and WEST VIRGINIA ALLOYS, INC. as Subsidiary Guarantors, GLOBE...Credit Agreement • November 4th, 2008 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated as of September 18, 2008, and is entered into by and among GLOBE METALLURGICAL INC., a Delaware corporation, as the Borrower, ALABAMA SAND AND GRAVEL, INC., a Delaware corporation, LAUREL FORD RESOURCES, INC., a Kentucky corporation, WEST VIRGINIA ALLOYS, INC., a Delaware corporation, as Subsidiary Guarantors, GLOBE SPECIALTY METALS, INC. (f/k/a International Metal Enterprises, Inc.), as Parent, the LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and SOCIÉTÉ GÉNÉRALE, as Sole Arranger, Administrative Agent, Issuing Bank, Swingline Lender and Collateral Agent.
PURCHASE AND SALE AGREEMENT BY AND AMONG GLOBE METALS ENTERPRISES, INC., CORE METALS GROUP HOLDINGS LLC AND THE SELLERS SET FORTH HEREIN DATED MARCH 26, 2010Purchase and Sale Agreement • April 1st, 2010 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG NGPC ASSET HOLDINGS II, LP, NGP CAPITAL RESOURCES COMPANY AND GLOBE BG, LLC REGARDING ALDEN RESOURCES LLC Dated as of May 27, 2011Membership Interest Purchase Agreement • June 3rd, 2011 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT is made as of the [26] day of May, 2011 by and among NGPC Asset Holdings II, LP, a Texas limited partnership (the “Principal Member”), Globe BG, LLC, a Delaware limited liability company (the “Purchaser”), NGP Capital Resources Company, a Maryland corporation (“Seller Guarantor”), and the other Persons set forth on Schedule 1 attached hereto, who shall deliver to the Purchaser at or prior to Closing an executed copy of the Notice and Joinder Agreement (the “Minority Members”, and together with the Principal Member, the “Members” and together with the Purchaser, the “Parties”). Certain capitalized terms used herein are defined in Article I.
Employment AgreementEmployment Agreement • July 25th, 2008 • Globe Specialty Metals Inc • Delaware
This Employment Agreement (the “Agreement”) is entered into this 13th day of November, 2006 by and between Globe Specialty Metals, Inc. (the “Company”) and Arden Sims (“Executive”).
PURCHASE AGREEMENT DATED AS OF November 5, 2009 BY AND BETWEEN DOW CORNING CORPORATION AND GLOBE SPECIALTY METALS, INC.Purchase Agreement • November 12th, 2009 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • New York
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of November 5, 2009, is entered into by and between DOW CORNING CORPORATION, a Michigan corporation (“DCC”), and GLOBE SPECIALTY METALS, INC., a Delaware corporation (“Globe”).
Employment AgreementEmployment Agreement • July 25th, 2008 • Globe Specialty Metals Inc • Delaware
This Employment Agreement (the “Agreement”) is entered into this 13th day of November, 2006 by and between Globe Specialty Metals, Inc. (the “Company”) and Theodore Heilman (“Executive”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG NGPC ASSET HOLDINGS II, LP, NGP CAPITAL RESOURCES COMPANY AND GLOBE BG, LLC REGARDING GATLIFF SERVICES, LLC Dated as of May 27, 2011Membership Interests Purchase Agreement • June 3rd, 2011 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • Delaware
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT is made as of the [26] day of May, 2011 by and among NGPC Asset Holdings II, LP, a Texas limited partnership (“Seller”), Globe BG, LLC, a Delaware limited liability company (“Purchaser”), NGP Capital Resources Company, a Maryland corporation (“Seller Guarantor” and together with the Seller and the Purchaser, the “Parties”). Certain capitalized terms used herein are defined in Article I.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • September 11th, 2015 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals
By and through their respective undersigned attorneys, the parties (the “Parties”) to the consolidated putative class-action lawsuit pending in the Court of Chancery of the State of Delaware (the “Court of Chancery”), styled In Re Globe Specialty Metals, Inc. Stockholders Litigation, C.A. No. 10865-VCG (the “Litigation”), have reached an agreement in principle providing for the settlement of the Litigation (the “Settlement”) on the terms and subject to the conditions set forth in this Memorandum of Understanding (the “Memorandum”).
Amendment One to Employment AgreementEmployment Agreement • November 6th, 2013 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals
This Amendment One (the “Amendment”) to that certain Employment Agreement dated July 8, 2013 by and between Globe Specialty Metals, Inc. (the “Company”) and Stephen Lebowitz (“Executive”) is entered into this [21st] day of August, 2013. Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.
VOTING AGREEMENTVoting Agreement • February 23rd, 2015 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of February 23, 2015, is entered into by and among Alan Kestenbaum (“Stockholder”) and Grupo Villar Mir, S.A.U., a Spanish public limited liability company in the form of a sociedad anónima (“Grupo VM”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 4th, 2008 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals
This Amendment, dated as of February 29, 2008 (the “Amendment”), is made by and among Globe Specialty Metals, Inc., a Delaware corporation (“Buyer”), Solsil Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Buyer Sub”), Solsil, Inc., a Delaware corporation (the “Company”) and Alan Kestenbaum, Brandon Baer and Jeffrey T. Brown, as the Representatives named herein (collectively, the “Representatives”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2011 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of October 27, 2010, is entered into by and among Globe Specialty Metals, Inc. (the “Company”) and Stephen Lebowitz (“Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2011 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of October 27, 2010, is entered into by and among Globe Specialty Metals, Inc. (the “Company”) and Jeff Bradley (“Executive”).
PURCHASE AGREEMENT BY AND AMONG NGP CAPITAL RESOURCES COMPANY, GLOBE BG, LLC AND GLOBE SPECIALTY METALS, INC. REGARDING THE OVERRIDING ROYALTY INTERESTS Dated as of May 27, 2011Purchase Agreement • June 3rd, 2011 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • Delaware
THIS PURCHASE AGREEMENT is made as of the 27th day of May, 2011 by and among NGP Capital Resources Company, a Maryland corporation (“Seller”), Globe BG, LLC, a Delaware limited liability company (“Purchaser”), and Globe Specialty Metals, Inc., a Delaware corporation (“Purchaser Guarantor”, and together with the Seller and the Purchaser, the “Parties”). Certain capitalized terms used herein are defined in Article I.
November 11, 2015 Grupo Villar Mir, S.A.U. Grupo FerroAtlántica, S.A.U. Ferroglobe PLC Gordon Merger Sub, Inc. c/o Grupo FerroAtlántica, S.A.U. Torre Espacio Paseo de la Castellana, 259 D Pita. 49 28046 Madrid, Spain Attention: Javier López Madrid...Globe Specialty Metals Inc • November 12th, 2015 • Primary smelting & refining of nonferrous metals
Reference is made to that certain Amended and Restated Business Combination Agreement, dated May 5, 2015, as amended by that certain First Amendment to Amended and Restated Business Combination Agreement, dated September 10, 2015 (as so amended, the “Agreement”), by and among Globe Specialty Metals, Inc., a Delaware corporation (“Globe”), Grupo Villar Mir, S.A.U., a Spanish public limited liability company in the form of a sociedad anónima (“Grupo VM”), Grupo FerroAtlántica, S.A.U., a Spanish public limited liability company in the form of a sociedad anónima (“FA”), VeloNewco Limited, a private limited company incorporated under the laws of England subsequently re-registered as a public limited company and renamed Ferroglobe PLC (“Holdco”), and Gordon Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT SILICIUM QUÉBEC SOCIÉTÉ EN COMMANDITE/ QUÉBEC SILICON LIMITED PARTNERSHIP October 1, 2010Limited Partnership Agreement • August 28th, 2012 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals
FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTShareholder Agreement • September 11th, 2015 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • England
SHAREHOLDER AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ l ], 2015, between Grupo Villar Mir, S.A.U., a public limited company (sociedad anónima) incorporated under the laws of Spain (“Grupo VM”), and VeloNewco Limited, a public limited company incorporated under the laws of England (“Holdco”).
OUTPUT and SUPPLY AGREEMENTOutput and Supply Agreement • November 12th, 2009 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • New York
This Output and Supply Agreement (this “Agreement”), dated as of November 5, 2009 (the “Effective Date”), is entered into by and among WVA Manufacturing, LLC, a limited liability company established under the laws of the State of Delaware (“Alloy JV”), Dow Corning Corporation, a Michigan corporation (“DCC”), Globe Metallurgical Inc., a Delaware corporation (“GMI”) (DCC and GMI, each a “Customer”), and, solely for purposes of Section 12.13, Globe Specialty Metals, Inc., a Delaware corporation (“Globe”).
SEPARATION AGREEMENTSeparation Agreement • August 28th, 2013 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • New York
This Separation Agreement (“Agreement”), effective as of the Effective Date described in Section 12 below, is made and entered into by and between Globe Specialty Metals, Inc. (“GSM”) and Malcolm Apppelbaum (“Executive”). GSM and Executive are referred to collectively as the “Parties.”
TERM LOAN AGREEMENT dated as of July 28, 2011 among GBG HOLDINGS, LLC as Borrower, GLOBE SPECIALTY METALS, INC., as Parent Guarantor, GSM ENTERPRISES LLC, as Holdings THE LENDERS FROM TIME TO TIME PARTY HERETO, BNP PARIBAS, as Administrative Agent and...Term Loan Agreement • August 2nd, 2011 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • New York
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 4th, 2008 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is entered into as of January 8, 2008, by and among Globe Specialty Metals, Inc., a Delaware corporation (“Buyer”), Solsil Acquisition Corp., a Delaware corporation (“Buyer Sub”), and Solsil, Inc., a Delaware corporation (“Company”).
CREDIT AGREEMENT Among GLOBE SPECIALTY METALS, INC., a Delaware corporation, and certain of its Subsidiaries From Time to Time Party Hereto, as Borrowers FIFTH THIRD BANK, as Administrative Agent and L/C Issuer And Various Lenders From Time to Time...Credit Agreement • June 6th, 2012 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • New York
Employment AgreementEmployment Agreement • July 25th, 2008 • Globe Specialty Metals Inc • Delaware
This Employment Agreement (the “Agreement”) is entered into this 13th day of November, 2006 by and between Globe Specialty Metals, Inc. (the “Company”) and Alan Kestenbaum (“Executive”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF WVA MANUFACTURING, LLC DATED AS OF NOVEMBER 5, 2009Operating Agreement • November 12th, 2009 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of WVA Manufacturing, LLC (the “Company”), dated as of November 5, 2009, is entered into by GSM Alloys I Inc., a Delaware corporation (“GSMSUB1”), GSM Alloys II Inc., a Delaware corporation (“GSMSUB2”) and each of GSMSUB1 and GSMSUB2 a “Series A Member” and together the “Series A Members”) and Dow Corning Enterprises, Inc., a Delaware corporation (“DCE” or the “Series B Member”), and any other parties that are admitted as members of the Company in accordance with the terms hereof (each a “Member,” and collectively, the “Members”), the Company, Globe Specialty Metals, Inc., a Delaware corporation (solely for the purpose of Sections 4.22, 10.3 and 16.14 hereof (“Globe”)) and Dow Corning Corporation, a Michigan corporation (solely for the purposes of Sections 4.22 and 16.14 hereof (“DCC Parent”)).
EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2008 • Globe Specialty Metals Inc • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is executed this 26th day of May, 2008, by and between (i) GLOBE SPECIALTY METALS INC., a Delaware corporation (the “Company”), with its principal place of business currently at 1 Penn Plaza, Suite 2514, New York, NY 10119 and (ii) JEFF BRADLEY (the “Executive”), currently residing at 108 Pennfield Drive, Kennett Square, PA 19348. Certain other capitalized terms used herein are defined in Section 9 below.
Amendment to Employment AgreementEmployment Agreement • February 23rd, 2015 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals
This Amendment (the “Amendment”) is entered into this 22 day of February, 2015 by and between Globe Specialty Metals, Inc. (the “Company”) and Alan Kestenbaum (“Executive”) and amends the Employment Agreement dated January 27, 2011 between the Company and the Executive (the “Agreement”).
SHAREHOLDERS AGREEMENT BETWEEN ALL THE SHAREHOLDERS OF QUÉBEC SILICON GENERAL PARTNER INC. October 1, 2010Shareholders Agreement • August 28th, 2012 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals
WHEREAS BSI and the Company formed as of August 18, 2010, a limited partnership, "Silicium Québec Société en commandite", in its French language version, and "Québec Silicon Limited Partnership", in its English language version (the "Partnership"), under the laws of the Province of Québec, to operate the Business (as defined in the Amended and Restated Limited Partnership Agreement) pursuant to the terms of a limited partnership agreement (the "Original Limited Partnership Agreement");
OUTPUT AND SUPPLY AGREEMENTOutput and Supply Agreement • August 28th, 2012 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • Quebec
