45,000,000 Shares MOLYCORP, INC. COMMON STOCK PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2013 • Molycorp, Inc. • Metal mining • New York
MOLYCORP, INC. as the Company and Wells Fargo Bank, National Association as Trustee Subordinated Indenture Dated as of , 20Molycorp, Inc. • August 16th, 2012 • Metal mining • New York
SUBORDINATED INDENTURE, dated as of , 20 , between Molycorp, Inc., a Delaware corporation, as the Company, and Wells Fargo Bank, National Association, as Trustee.
28,125,000] Shares MOLYCORP, INC. COMMON STOCK PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 13th, 2010 • Molycorp, Inc. • Metal mining • New York
The undersigned understands that Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Molycorp, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters to be named in Schedule 1 to the Underwriting Agreement, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the common stock of the Company (the “Common Stock”).
MOLYCORP, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of January 30, 2013 to SENIOR INDENTURE Dated as of August 22, 2012 5.50% Convertible Senior Notes due 2018Supplemental Indenture • May 9th, 2013 • Molycorp, Inc. • Metal mining • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 30, 2013 between MOLYCORP, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.02), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking organization, as trustee (the “Trustee”, as more fully set forth in Section 1.02) supplementing the Senior Indenture dated as of August 22, 2012 between the Company and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
DEBENTURE INDENTURE DATED AS OF THE 2ND DAY OF JUNE, 2011 AMONG NEO MATERIAL TECHNOLOGIES INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA PROVIDING FOR THE ISSUE OF DEBENTURESDebenture Indenture • August 9th, 2012 • Molycorp, Inc. • Metal mining • Ontario
NEO MATERIAL TECHNOLOGIES INC., a corporation existing under the laws of Canada and having its head office in the City of Toronto, in the Province of Ontario (hereinafter called “Neo Materials” or the “Corporation”)
MOLYCORP, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 15, 2011 3.25% Convertible Senior Notes due 2016Indenture • June 16th, 2011 • Molycorp, Inc. • Metal mining • New York
INDENTURE dated as of June 15, 2011 between MOLYCORP, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking organization, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
SHARE LENDING AGREEMENT Dated as of January 24, 2013 Between Molycorp, Inc. (“Lender”) and Morgan Stanley Capital Services LLC (“Borrower”)Share Lending Agreement • January 30th, 2013 • Molycorp, Inc. • Metal mining • New York
This AGREEMENT sets forth the terms and conditions under which Borrower may, from time to time, borrow from Lender shares of Common Stock.
MOLYCORP, INC. 5.50% CONVERTIBLE SENIOR NOTES DUE 2018 UNDERWRITING AGREEMENTUnderwriting Agreement • January 30th, 2013 • Molycorp, Inc. • Metal mining • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of April 15, 2010, by and among Molycorp, Inc., a Delaware corporation (the “Corporation”), Resource Capital Fund IV L.P., a Cayman Island limited partnership (“RCF IV”), Resource Capital Fund V L.P., a Cayman Island limited partnership (“RCF V” and together with RCF IV, “RCF”), PP IV Mountain Pass II, LLC, a Delaware limited liability company (“PP IV MP II”), PP IV MP AIV 1, LLC, a Delaware limited liability company (“PMP AIV 1”), PP IV MP AIV 2, LLC, a Delaware limited liability company (“PMP AIV 2”), PP IV MP AIV 3, LLC, a Delaware limited liability company (“PMP AIV 3,” and together with PP IV MP II, PMP AIV 1 and PMP AIV 2, “Pegasus”), TNA Moly Group LLC, a Delaware limited liability company (“TNA”), MP Rare Company LLC, a Delaware limited liability company (“MP,” and together with RCF, Pegasus and TNA, the “Initial Stockholders”) and KMSMITH LLC, a Delaware limited liability company (“KMSMITH”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2015 • Molycorp, Inc. • Metal mining
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of October 7, 2013, is entered into by and between Molycorp, Inc., a Delaware corporation (the “Company”), and Molibdenos y Metales S.A., a company established under the laws of Chile (the “Purchaser”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 5th, 2014 • Molycorp, Inc. • Metal mining • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of October 17, 2014 but effective retroactively as of September 30, 2014, as provided in Section II below, and is entered into by and among Molycorp, Inc., a Delaware corporation (“Borrower’’), OCM MLYCo CTB Ltd., as Administrative Agent (“Administrative Agent”), acting with the consent of the Lenders and, for purposes of Section IV hereof, the GUARANTORS listed on the signature papers hereto, and is made with reference to that certain CREDIT AGREEMENT dated as of September 11, 2014 (as amended through the date hereof, the “Credit Agreement”) by and among the Borrower, the Lenders, the Administrative Agent and the First Priority Collateral Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.
CREDIT AGREEMENT dated as of September 11, 2014 among MOLYCORP, INC., as Borrower VARIOUS LENDERS, and OCM MLYCO CTB LTD., as Administrative Agent and First Priority Collateral Agent $185,000,000 Term LoanCredit Agreement • November 5th, 2014 • Molycorp, Inc. • Metal mining • New York
This CREDIT AGREEMENT, dated as of September 11, 2014 (this “Agreement”), is entered into by and among MOLYCORP, INC., a Delaware corporation (“Borrower”), Lenders party hereto from time to time, and OCM MLYCO CTB LTD., an exempted company formed under the laws of the Cayman Islands, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as First Priority Collateral Agent (together with its permitted successor in such capacity, “First Priority Collateral Agent”).
CONSULTING AGREEMENTConsulting Agreement • May 9th, 2013 • Molycorp, Inc. • Metal mining • Colorado
This CONSULTING AGREEMENT (this “Agreement”) is dated as of April 1, 2013 (the “Effective Date”) between John F. Ashburn, Jr. (“Consultant”) and MOLYCORP, INC., a Delaware corporation (the “Company”).
25,800,000 Shares MOLYCORP, INC. COMMON STOCK PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2012 • Molycorp, Inc. • Metal mining • New York
The undersigned understands that (i) Morgan Stanley & Co. LLC (“Morgan Stanley”) and Credit Suisse Securities (USA) LLC (the “Convertible Offering Representatives”) propose to enter into an Underwriting Agreement (the “Convertible Underwriting Agreement”) with Molycorp, Inc., a Delaware corporation (the “Company”), providing for the public offering by the several underwriters to be named therein, including the Convertible Offering Representatives (the “Convertible Underwriters”), of convertible senior notes of the Company (the “Convertible Notes”), and (ii) Morgan Stanley & Co. LLC (the “Common Stock Offering Representative” and, together with the Convertible Offering Representatives, the “Representatives”) proposes to enter into an Underwriting Agreement (together with the Convertible Underwriting Agreement, the “Underwriting Agreements”) with the Company, providing for the public offering (together with the public offering of the Convertible Notes, the “Public Offerings”) by the seve
WARRANT AGREEMENTWarrant Agreement • November 5th, 2014 • Molycorp, Inc. • Metal mining • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 11, 2014, is by and among Molycorp, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”).
STOCKHOLDERS AGREEMENTStockholders Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • Delaware
THIS STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of April 15, 2010 (the “Effective Date”), is made by and among Molycorp, Inc., a Delaware corporation (the “Corporation”), and the Persons identified on Schedule 1 attached hereto and any other person who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A (collectively, the “Stockholders,” and each individually, a “Stockholder”).
•] Shares MOLYCORP, INC. COMMON STOCK PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2011 • Molycorp, Inc. • Metal mining • New York
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
SECURITIES PURCHASE AGREEMENT by and between MOLYCORP, INC. and MOLIBDENOS Y METALES S.A. Dated as of January 31, 2012Securities Purchase Agreement • May 10th, 2012 • Molycorp, Inc. • Metal mining • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 31, 2012, is entered into by and between Molycorp, Inc., a Delaware corporation (the “Company”), and Molibdenos y Metales S.A., a company established under the laws of Chile (the “Purchaser”).
ARRANGEMENT AGREEMENT AMONG MOLYCORP, INC. 0934634 B.C. LTD. AND NEO MATERIAL TECHNOLOGIES INC. March 8, 2012Arrangement Agreement • March 14th, 2012 • Molycorp, Inc. • Metal mining • Ontario
WHEREAS the Parent, through the Purchaser, proposes to acquire all of the outstanding Common Shares of the Company pursuant to the Arrangement, as provided in this Agreement;
Termination and Mutual Release AgreementTermination and Mutual Release Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • New York
This Termination and Mutual Release Agreement (the “Agreement”) is entered into as of June 16, 2010, by and between Molycorp Minerals, LLC, a Delaware limited liability company (“Molycorp”) and Traxys North America LLC, a Delaware limited liability company (“Traxys”).
10,000,000 Shares MOLYCORP, INC. COMMON STOCK PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2011 • Molycorp, Inc. • Metal mining • New York
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 by to be named in Schedule 1 to the Convertible Notes Purchase Ag
SALES/BUY-BACK AGREEMENTBuy-Back Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • New York
AGREEMENT, made and entered into this 15 day of May, 2009 (“Effective Date”), by and between Traxys North America LLC, a Delaware limited liability company corporation with offices at 825 Third Avenue New York, NY 10022 (“Traxys”), and Molycorp Minerals, LLC, a Delaware limited liability company with offices at 5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, CO 80111 (“Molycorp”).
Re: Letter AgreementMolycorp, Inc. • May 25th, 2010 • Metal mining
This letter agreement will serve to confirm our understanding regarding the purchase of Didymium Oxide (Product) by Traxys North America LLC (Traxys) from Molycorp Minerals, LLC (Molycorp) on the following terms:
CONSULTING AGREEMENTConsulting Agreement • March 18th, 2013 • Molycorp, Inc. • Metal mining • Colorado
This CONSULTING AGREEMENT (this “Agreement”) is dated as of December 22, 2012 between Mark A. Smith (“Consultant”) and MOLYCORP, INC., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 16th, 2010 • Molycorp, Inc. • Colorado
This Executive Employment Agreement (this “Agreement”) is made this 1st day of November, 2009, by and between MOLYCORP, LLC, a Delaware limited liability company (“Employer”) and MARK A. SMITH, a resident of Highlands Ranch, Colorado (“Executive”). The Employer and the Executive are referred to below individually as a “Party” and collectively as the “Parties.”
MOLYCORP, INC. RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • August 11th, 2011 • Molycorp, Inc. • Metal mining • Delaware
WHEREAS, the grant of Restricted Stock Units was authorized by a resolution of the Compensation Committee of the Board that was duly adopted on ______ ___, 20 ___, in which the Compensation Committee of the Board determined that the effective date for the grant of Restricted Stock Units was _______ ___, 20 ___ (the “Date of Grant”), and the execution of a Restricted Stock Units agreement substantially in the form hereof (this “Agreement”) to evidence such grant was authorized by a resolution of the Compensation Committee of the Board that was duly adopted on ______ ___, 20__.
MOLYCORP, INC. as Issuer the Guarantors party hereto and Wells Fargo Bank, National Association as TrusteeCollateral Agency Agreement • May 30th, 2012 • Molycorp, Inc. • Metal mining • New York
MOLYCORP, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 8th, 2010 • Molycorp, Inc. • Metal mining • Delaware
WHEREAS, the grant of Restricted Stock was authorized by a resolution of the Compensation Committee of the Board (the “Compensation Committee”) that was duly adopted on __________ __, 20_____ (the “Date of Grant”), and the execution of a Restricted Stock agreement substantially in the form hereof (this “Agreement”) to evidence such grant was authorized by a resolution of the Compensation Committee that was duly adopted on __________ __, 20_____; and
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 7th, 2011 • Molycorp, Inc. • Metal mining • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 1, 2011 (the “Closing Date”), is by and between MOLYCORP MINERALS, LLC, a Delaware limited liability company (the “Purchaser”), and TREIBACHER INDUSTRIE AG, a company organized under the laws of Austria (the “Seller”). The Purchaser and the Seller are sometimes referred to in this Agreement together as the “Parties” or individually as a “Party”.
CONTRIBUTION AGREEMENTContribution Agreement • June 21st, 2010 • Molycorp, Inc. • Metal mining • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this 15th day of April, 2010, by and among Molycorp, Inc., a Delaware corporation (the “Corporation”), Molycorp, LLC, a Delaware limited liability company (“Molycorp LLC”), Molycorp Minerals, LLC, a Delaware limited liability company (“Molycorp Minerals”), Resource Capital Fund IV L.P., a Cayman Islands limited partnership (“RCF IV”), Resource Capital Fund V L.P., a Cayman Islands limited partnership (“RCF V”), PP IV Mountain Pass II, LLC, a Delaware limited liability company (“PP II LLC”), PP IV MP AIV 1, LLC, a Delaware limited liability company (“PP AIV 1”), PP IV MP AIV 2, LLC, a Delaware limited liability company (“PP AIV 2”), PP IV MP AIV 3, LLC, a Delaware limited liability company (“PP AIV 3,” together with PP II LLC, PP AIV 1 and PP AIV 2, the “Pegasus Entities”), TNA Moly Group LLC, a Delaware limited liability company (“TNA”), MP Rare Company LLC, a Delaware limited liability company (“MP”), KMSMIT
MOLYCORP, INC. RESTRICTED STOCK UNITS AGREEMENT FOR NONEMPLOYEE DIRECTORSMolycorp, Inc. • November 10th, 2011 • Metal mining • Delaware
WHEREAS, pursuant to the Molycorp, Inc. Nonemployee Director Deferred Compensation Plan (the "Deferred Compensation Plan"), Grantee elected to convert a portion of his or her Annual Fee (as defined in the Deferred Compensation Plan) with respect to the year beginning January 1, 2011 into Restricted Stock Units (the "Converted RSUs");
MOLYCORP, INC. RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • November 8th, 2010 • Molycorp, Inc. • Metal mining • Delaware
WHEREAS, the grant of Restricted Stock Units was authorized by a resolution of the Compensation Committee of the Board (the “Compensation Committee”) that was duly adopted on _____ ___, 20_____ (the “Date of Grant”), and the execution of a Restricted Stock Units agreement substantially in the form hereof (this “Agreement”) to evidence such grant was authorized by a resolution of the Compensation Committee that was duly adopted on _____ ___, 20_____.
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCEAgreement of Resignation, Appointment and Acceptance • August 17th, 2015 • Molycorp, Inc. • Metal mining • New York
This Agreement of Resignation, Appointment and Acceptance (this “Agreement”), dated to be effective as of June 25, 2015 (the “Effective Date”), is among Molycorp, Inc. (the “Company”), a Delaware corporation, WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Resigning Trustee”), a national banking association organized and existing under the laws of the United States having its principal corporate trust office in Minneapolis, Minnesota, and WILMINGTON SAVINGS FUND SOCIETY, FSB (the “Successor Trustee”), a savings and loan holding company organized and existing under the laws of the United States having its principal corporate trust office in Wilmington, Delaware. Capitalized terms used but not defined in this Agreement have the meanings given in the Indenture (as defined below).
MOLYCORP, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • March 5th, 2012 • Molycorp, Inc. • Metal mining • Delaware
WHEREAS, the grant of performance-based Restricted Stock Units was authorized by a resolution of the Compensation Committee of the Board (the “Compensation Committee”) that was duly adopted on , 20 (the “Date of Grant”), and the execution of a performance-based Restricted Stock Units agreement substantially in the form hereof (this “Agreement”) to evidence such grant was authorized by a resolution of the Compensation Committee that was duly adopted on , 20 .
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 13th, 2010 • Molycorp, Inc. • Metal mining • Delaware
This Indemnification Agreement, dated as of , (this “Agreement”), is made by and between Molycorp, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
