MOLYCORP, INC. LOCK-UP LETTER June 9, 2011Pegasus Partners Iv Lp • June 24th, 2011 • Metal mining
The undersigned understands that J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC (the “Representatives”) propose to enter into (i) an Underwriting Agreement (the “Common Stock Underwriting Agreement”) with Molycorp, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Selling Stockholders”), providing for the public offering by the several Underwriters to be named in Schedule 1 to the Common Stock Underwriting Agreement, including the Representatives (the “Common Stock Underwriters”), of shares (the “Shares”) of the common stock of the Company (the “Common Stock”) and (ii) a Purchase Agreement (the “Convertible Notes Purchase Agreement” and, together with the Common Stock Underwriting Agreement, the “Underwriting Agreements”) with the Company, providing for the offering (together with the public offering of the Common Stock, the “Offerings”) by the several Initial Purchasers to be named in Schedule 1 to the Convertible Notes Purchase Agree
MOLYCORP, INC. LOCK-UP LETTER February 10, 2011Pegasus Partners Iv Lp • March 2nd, 2011 • Metal mining
The undersigned understands that J.P. Morgan Securities LLC and Morgan Stanley & Co. Incorporated (the “Representatives”) propose to enter into (i) an Underwriting Agreement (the "Common Stock Underwriting Agreement”) with Molycorp, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Selling Stockholders”), providing for the public offering by the several Underwriters to be named in Schedule 1 to the Common Stock Underwriting Agreement, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the common stock of the Company (the “Common Stock”) and (ii) an Underwriting Agreement (the "Convertible Preferred Underwriting Agreement” and, together with the Common Stock Underwriting Agreement, the “Underwriting Agreements”) with the Company, providing for the public offering (together with the public offering of the Common Stock, the “Public Offerings”) by the several Underwriters of shares of mandatory convertible preferred sto
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DPegasus Partners Iv Lp • June 24th, 2011 • Metal mining
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DPegasus Partners Iv Lp • March 2nd, 2011 • Metal mining
Supplemental AgreementSupplemental Agreement • February 1st, 2011 • Pegasus Partners Iv Lp • Metal mining • New York
This Supplemental Agreement (herein, the “Agreement”) is made as of this 21st day of January, 2011, by and among Pegasus Partners IV, L.P., a Delaware partnership (the “Fund”), Fiber Preferred Holdings, LLC, a Delaware limited liability company (“Fiber Preferred”), Slipstream Funding, LLC, a Delaware limited liability company (“Slipstream” and together with the Fund and Fiber Preferred, the “Borrowers”), and Bank of Montreal (the “Lender”).
AGREEMENT CONCERNING REGISTRATION RIGHTSAgreement Concerning Registration Rights • March 2nd, 2011 • Pegasus Partners Iv Lp • Metal mining
Each of the undersigned securityholders (the “Selling Stockholders”) of Molycorp, Inc., a Delaware corporation (the “Company”), is a party to the Registration Rights Agreement, dated as of April 15, 2010 (the “Agreement”), by and among Resource Capital Fund IV L.P., a Cayman Island limited partnership, Resource Capital Fund V L.P., a Cayman Island limited partnership, PP IV Mountain Pass II, LLC, a Delaware limited liability company, PP IV MP AIV 1, LLC, a Delaware limited liability company, PP IV MP AIV 2, LLC, a Delaware limited liability company, PP IV MP AIV 3, LLC, a Delaware limited liability company, TNA Moly Group LLC, a Delaware limited liability company, MP Rare Company LLC, a Delaware limited liability company, and KMSMITH LLC, a Delaware limited liability company. Terms used herein but not otherwise defined herein are used as defined in the Agreement.
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DPegasus Partners Iv Lp • December 2nd, 2011 • Metal mining
Supplemental AgreementSupplemental Agreement • February 1st, 2011 • Pegasus Partners Iv Lp • Metal mining • New York
This Supplemental Agreement (herein, the “Agreement”) is made as of this 21st day of January, 2011, by and between Pegasus Partners IV, L.P., a Delaware partnership (the “Fund”), and Bank of Montreal (the “Lender”).
Pledge And Security AgreementPledge and Security Agreement • February 1st, 2011 • Pegasus Partners Iv Lp • Metal mining • New York
This Pledge and Security Agreement (the “Agreement”) is dated as of January 21, 2011, among PP IV Mountain Pass II, LLC, a Delaware limited liability company (“Mountain Pass”), PP IV MP AIV 1, LLC, a Delaware limited liability company (“AIV1”), PP IV MP AIV 2, LLC, a Delaware limited liability company (“AIV2”) and PP IV MP AIV 3, LLC, a Delaware limited liability company (“AIV3” and together with Mountain Pass, AIV1 and AIV2, collectively, the “Pledgors” and individually each of the Pledgors is referred to as a “Pledgor”), with its mailing address as set forth in Section 9(b) hereof, Pegasus Partners IV, L.P., a Delaware limited partnership (the “Fund”), solely with respect to Sections 3(g) and (h) hereof, and Bank of Montreal (the “Secured Party”), with its mailing address as set forth in Section 9(b) hereof.
Molycorp, Inc. 5619 DTC Parkway Suite 1000 Greenwood Village, CO 80111Pegasus Partners Iv Lp • March 29th, 2011 • Metal mining
As representatives of the several underwriters (the “Underwriters”) listed in Schedule III to the Underwriting Agreement dated February 10, 2011 (the “Underwriting Agreement”) among Molycorp, Inc. (the “Company”), ourselves, as representatives of the Underwriters, and the selling stockholders named in Schedule I thereto, we hereby advise you that the Underwriters have determined to exercise the option granted to them in the Underwriting Agreement to purchase 2,025,000 additional shares of the Company’s common stock.
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DPegasus Partners Iv Lp • February 1st, 2011 • Metal mining
Bank of Montreal Loan Authorization Agreement Dated: January 21, 2011Pegasus Partners Iv Lp • February 1st, 2011 • Metal mining • New York
The Company referred to below has applied for, and Bank of Montreal, Chicago, Illinois (“Lender”) has approved, the establishment of, a loan authorization account (“Loan Account”) from which the Company may from time to time request loans up to the maximum amount of credit shown below (the “Maximum Credit”). Interest on such loans is computed at a variable rate which may change daily based upon changes in the Lender’s Prime Rate or LIBOR Quoted Rate (each as hereinafter defined). The Company may make principal payments at any time and in any amount without premium or penalty. The request by the Company for, and the making by the Lender of, any loan against the Loan Account shall constitute an agreement between the Company and the Lender as follows:
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DPegasus Partners Iv Lp • September 19th, 2014 • Metal mining
Molycorp, Inc. 5619 DTC Parkway Suite 1000 Greenwood Village, CO 80111 The Selling Stockholders referred to in Schedule I hereto Computershare Trust Company, N.A., as Custodian 250 Royall Street Canton, MA 02021 Attention: Stephanie Manzanares Dear...Pegasus Partners Iv Lp • June 24th, 2011 • Metal mining
As representatives of the several underwriters (the “Underwriters”) listed in Schedule III to the Underwriting Agreement dated June 9, 2011(the “Underwriting Agreement”) among Molycorp, Inc. (the “Company”), ourselves, as representatives of the Underwriters listed in Schedule III thereto, and the selling stockholders named in Schedule I thereto, we hereby advise you that the Underwriters have determined to exercise the option granted to them in the Underwriting Agreement to purchase 1,500,000 additional shares of the Company’s common stock.
