250,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among FERROGLOBE PLC, as the Borrower THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent PNC BANK, NATIONAL ASSOCIATION, as...Credit Agreement • April 30th, 2018 • Ferroglobe PLC • Primary smelting & refining of nonferrous metals • New York
The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $250,000,000 (subject to increase as set forth herein). In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:
CREDIT AGREEMENT Dated as of June 30, 2022 among GLOBE SPECIALTY METALS, INC. QSIP CANADA ULC GLOBE METALLURGICAL INC. GSM SALES, INC. NORCHEM, INC. CORE METALS GROUP HOLDINGS LLC ALDEN RESOURCES LLC GLOBE METALS ENTERPRISES, LLC GSM ENTERPRISES LLC...Credit Agreement • May 1st, 2023 • Ferroglobe PLC • Metal mining • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 30, 2022, by and among GLOBE SPECIALTY METALS, INC., a Delaware corporation (“GSM”), QSIP CANADA ULC, a Nova Scotia unlimited company (“QSIP” or the “Canadian Borrower), GLOBE METALLURGICAL INC., a Delaware corporation (“Globe Metallurgical”), GSM SALES, INC., a Delaware corporation (“GSM Sales”), NORCHEM, INC., a Florida corporation (“Norchem”), CORE METALS GROUP HOLDINGS LLC, a Delaware limited liability company (“Core Metals”), ALDEN RESOURCES LLC, a Delaware limited liability company (“Alden”), GLOBE METALS ENTERPRISES, LLC, a Delaware limited liability company (“GM Enterprises”), GSM ENTERPRISES LLC, a Delaware limited liability company (“GSM Enterprises”), GSM ENTERPRISES HOLDINGS INC., a Delaware corporation (“GSME Holdings”) and GBG HOLDINGS, LLC, a Delaware limited liability company (“GBG”), GSM ALLOYS I INC., a Delaware corporation (“Alloys I”), GSM ALLOYS II INC., a Delaware corporation (“Alloys II”), GSM FI
Ferroglobe PLC and Globe Specialty Metals, Inc., as Issuers and the Guarantors party hereto 9⅜% Senior Notes due 2022Indenture • May 1st, 2017 • Ferroglobe PLC • Primary smelting & refining of nonferrous metals • New York
INDENTURE dated as of February 15, 2017, among Ferroglobe PLC, a public limited company incorporated under the laws of England and Wales (the “Parent”), and Globe Specialty Metals, Inc., a corporation incorporated under the laws of the State of Delaware (the “US Co-Issuer” and, together with the Parent, the “Issuers”), the Guarantors (as defined herein) from time to time party hereto, and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), registrar (in such capacity, the “Registrar”), transfer agent (in such capacity, the “Transfer Agent”) and paying agent (in such capacity, the “Paying Agent”).
FERROGLOBE FINANCE COMPANY, PLC and Globe Specialty Metals, Inc. as Issuers Ferroglobe PLC as Parent Guarantor and the Guarantors party hereto 9.375% Senior Secured Notes due 2025Indenture • May 1st, 2023 • Ferroglobe PLC • Metal mining • New York
INDENTURE dated as of July 29, 2021, among Ferroglobe Finance Company, PLC, a public limited company incorporated under the laws of England and Wales (the “UK Issuer”), and Globe Specialty Metals, Inc., a corporation incorporated under the laws of the State of Delaware (the “US Co-Issuer” and, together with the UK Issuer, the “Issuers”), Ferroglobe PLC, a public limited company incorporated under the laws of England and Wales as the parent guarantor (the “Parent”), the Guarantors (as defined herein) from time to time party hereto, and GLAS Trustees Limited, as trustee (in such capacity, the “Trustee”), GLAS Trust Corporation Limited as security agent (in such capacity, the “Security Agent”), Global Loan Agency Services Limited as paying agent (in such capacity, the “Paying Agent”) and GLAS Americas LLC as registrar (in such capacity, the “Registrar”) and transfer agent (in such capacity, the “Transfer Agent”).
AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • April 29th, 2019 • Ferroglobe PLC • Primary smelting & refining of nonferrous metals • England
SHAREHOLDER AGREEMENT BETWEEN GRUPO VILLAR MIR, S.A.U. AND FERROGLOBE PLC Dated as of December 23, 2015Shareholder Agreement • February 19th, 2016 • Ferroglobe PLC • 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 December 23, 2015, between Grupo Villar Mir, S.A.U., a public limited company (sociedad anónima) incorporated under the laws of Spain (“Grupo VM”), and Ferroglobe PLC, a public limited company incorporated under the laws of England (“Holdco”).
AMENDMENT NO.3 TO THE AMENDED AND RESTATED SHAREHOLDER AGREEMENTShareholder Agreement • May 1st, 2023 • Ferroglobe PLC • Metal mining
This AMENDMENT NO.3 TO THE AMENDED AND RESTATED SHAREHOLDER AGREEMENT is entered into as of this 29th day of July 2021 (this “Amendment”), between Grupo Villar Mir, S.A.U., a public limited company (sociedad anónima) incorporated under the laws of Spain (“Grupo VM”), and Ferroglobe PLC, a public limited company incorporated under the laws of England (“Holdco”). Each of Grupo VM and Holdco is sometimes referred to herein as a “Party” or collectively as the “Parties”.
SHAREHOLDER AGREEMENT AMONG Alan Kestenbaum, AK Family Investments LLC AND Ferroglobe PLC Dated as of December 23, 2015Shareholder Agreement • February 19th, 2016 • Ferroglobe PLC • 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 December 23, 2015, among Alan Kestenbaum (“AK”) and AK Family Investments LLC, a Delaware limited liability company (the “AK Affiliate”, and together with AK, collectively, the “AK Group”), on the one hand, and Ferroglobe PLC, a public limited company incorporated under the laws of England (“Holdco”), on the other hand.
TRANSLATION) FERROMEX IT OUTSOURCING AGREEMENTIt Outsourcing Agreement • June 24th, 2015 • VeloNewco LTD • Primary smelting & refining of nonferrous metals
Diego Plaza Perez, with professional address at Calle Mezcal 207, Colonia Antigua, Monterrey, Nuevo León, Mexico, holder of National Identity Document/passport no XD396476.
GLOBE SPECIALTY METALS, INC. RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • June 24th, 2015 • VeloNewco LTD • Primary smelting & refining of nonferrous metals • Delaware
This Restricted Stock Unit Grant Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Globe Specialty Metals, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2006 Employee, Director and Consultant Stock Plan (the “Plan”). This Agreement together with the Plan constitutes the entire agreement of the parties and supersedes all prior undertakings and agreements with respect to the subject matter hereof.
TRANSLATION) [Bears the symbol of “VM Energía”] ¡ Villar Mir Group ELECTRICITY SUPPLY AGREEMENT FOR THE FACILITIES OF “FERROATLÁNTICA, S.L.” SITUATED AT BOO DE GARNIZO (CANTABRIA, SPAIN) In Madrid, Spain, on 22 June 2010Electricity Supply Agreement • June 24th, 2015 • VeloNewco LTD • Primary smelting & refining of nonferrous metals • Madrid
FERROATLÁNTICA, S.L., (hereinafter, the “Purchaser” or the “Client”), with N.I.F. (V.A.T. No.) B-80420516, with its registered office situated at Paseo de la Castellana, 259 D, 49th floor, Madrid, Spain, with Mr Carlos Oliete Fernández acting on behalf of and representing the foregoing company, in exercise of the powers conferred upon him by virtue of the public deed executed before the Notary Public, Mr José María Lucena Conde, dated 4 December 1992, under number 2794 of his official notary records.
CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS AGENT) AND THE OTHER LENDERS FROM TIME TO TIME THAT ARE PARTY HERETO WITH GLOBE SPECIALTY METALS, INC., QSIP CANADA ULC, AND EACH PERSON THAT IS JOINED TO THIS AGREEMENT AS A BORROWER...Credit and Security Agreement • May 29th, 2020 • Ferroglobe PLC • Primary smelting & refining of nonferrous metals
Credit and Security Agreement dated as of October 11, 2019 among GLOBE SPECIALTY METALS, INC., a Delaware corporation ("US Borrower"), QSIP CANADA ULC, an unlimited company amalgamated under the laws of Nova Scotia ("Canadian Borrower"; together with US Borrower and each other Person joined or party hereto as a borrower from time to time, collectively, the "Borrowers", and each a "Borrower"), each other Credit Party party hereto from time to time, the financial institutions which are now or which hereafter become a party hereto (collectively, the "Lenders" and each individually a "Lender") and PNC BANK, NATIONAL ASSOCIATION ("PNC"), as agent for Lenders (PNC, in such capacity, the "Agent").
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 29th, 2019 • Ferroglobe PLC • Primary smelting & refining of nonferrous metals
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***].Lock-Up Agreement • April 30th, 2021 • Ferroglobe PLC • Metal mining
INTERCREDITOR AGREEMENT between GLAS TRUSTEES LIMITED as Original Super Senior Note Trustee FERROGLOBE PLC as Parent GLAS TRUST CORPORATION LIMITED acting as Security Agent and othersIntercreditor Agreement • June 24th, 2021 • Ferroglobe PLC • Metal mining
TRANSLATION) [bears the symbol of “VM Energía”] ¡ Grupo Villar Mir STRATEGIC ADVISORY SERVICES AGREEMENT REGARDING ENERGY PRODUCTION OPERATIONS BETWEEN ANDStrategic Advisory Services Agreement • June 24th, 2015 • VeloNewco LTD • Primary smelting & refining of nonferrous metals • Madrid
VILLAR MIR ENERGÍA, S.L. (hereinafter, “VM Energía” or “Villar Mir Energía”), holding Tax Code No. B-85253888, with its registered office situated at Paseo de la Castellana, 259-D, planta 46a, Madrid, Spain, with Ms María Luisa Huidobro y Arreba acting on behalf of and representing the foregoing company, in exercise of the powers conferred upon her by virtue of the public deed executed before the Notary Public of Madrid, Mr Martín María Recarte Casanova, dated 2 April 2013 under number 592 of his notary records.
GLOBE SPECIALTY METALS, INC. FORM STOCK OPTION AGREEMENTStock Option Agreement • June 24th, 2015 • VeloNewco LTD • Primary smelting & refining of nonferrous metals • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Globe Specialty Metals, Inc., a Delaware corporation (the “Company”), and the participant named below (“Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2006 Employee, Director and Consultant Stock Plan (the “Plan”). This Agreement together with the Plan constitutes the entire agreement of the parties and supersedes all prior undertakings and agreements with respect to the subject matter hereof.
TRANSLATION) OUTSOURCING AGREEMENTOutsourcing Agreement • June 24th, 2015 • VeloNewco LTD • Primary smelting & refining of nonferrous metals
SILICON SMELTERS « Pty » Ltd, registration nr 1998/019036/07, VAT n° 4310178506, Registered office at Beyersnek Road, PO Box 657 Polokwane – South Africa, represented by Benoit Emile Norbert Ollivier, Managing Director, acting pursuant to the powers granted to him by the Board on the 22nd of May, 2008 (hereinafter referred to as “the Customer”),
SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER AGREEMENTCredit Agreement • May 1st, 2017 • Ferroglobe PLC • Primary smelting & refining of nonferrous metals • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER AGREEMENT (this “Amendment”), dated as of December 21, 2016, is by and among Globe Specialty Metals, Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto (together with Company, the “Borrowers” and each a “Borrower”), the Lenders (as defined below) party hereto and Citizens Bank of Pennsylvania, as Administrative Agent (the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 1st, 2017 • Ferroglobe PLC • 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) FERROGLOBE PLC, a public limited company incorporated under the laws of England and Wales with a registered address at 5 Fleet Place, London EC4M 7RD, United Kingdom and registered number 09425113 (“Company”), (b) GLOBE SPECIALTY METALS, INC., a Delaware corporation (“Globe”), (c) certain Subsidiaries of the Company from time to time party hereto (each a “Co-Borrower” and together with Company and Globe, the “Borrowers” and each a “Borrower”), (d) THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO (each individually referred to herein as a “Lender” and collectively as “Lenders”), (e) PNC BANK, NATIONAL ASSOCIATION, as syndication agent for Lenders (in such capacity, “Syndication Agent”), (f) COMPASS BANK, as Documentation Agent and (g) CITIZENS BANK OF PENNSYLVANIA, as administrative agent for Lenders (in such capacity, “Administrative Agent”).
FERROGLOBE PLC Ordinary Shares Having an Aggregate Offering Price of up to $100,000,000 Equity Distribution AgreementEquity Distribution Agreement • October 7th, 2021 • Ferroglobe PLC • Metal mining • New York
AMENDED AND RESTATED SHAREHOLDER AGREEMENT BETWEEN GRUPO VILLAR MIR, S.A.U. AND FERROGLOBE PLC Dated as of November 21, 2017Shareholder Agreement • April 30th, 2018 • Ferroglobe PLC • Primary smelting & refining of nonferrous metals • England
AMENDED AND RESTATED SHAREHOLDER AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [•], 2017, between Grupo Villar Mir, S.A.U., a public limited company (sociedad anónima) incorporated under the laws of Spain (“Grupo VM”), and Ferroglobe PLC, a public limited company incorporated under the laws of England (“Holdco”).
REGISTRATION RIGHTS AGREEMENT among FERROGLOBE PLC GRUPO VILLAR MIR, S.A.U. AND ALAN KESTENBAUM Dated as of December 23, 2015Registration Rights Agreement • February 19th, 2016 • Ferroglobe PLC • Primary smelting & refining of nonferrous metals • England
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 23, 2015, among Ferroglobe PLC, a public limited company incorporated under the laws of England (“Holdco”), Grupo Villar Mir, S.A.U., a public limited company (sociedad anónima) incorporated under the laws of Spain (“Grupo VM”), and Alan Kestenbaum (“AK”).
TRANSLATION) ELECTRICITY MARKETING AGREEMENT FOR SUPPLY TO THE HIDRO NITRO ESPAÑOLA, S.A. FACILITY LOCATED IN POLÍGONO PAÚLES, MONZÓN (HUESCA) Madrid, 27 December 2012Electricity Marketing Agreement • June 24th, 2015 • VeloNewco LTD • Primary smelting & refining of nonferrous metals • Madrid
HIDRO NITRO ESPAÑOLA, SA, (hereinafter, the Buyer or the Client), holding Tax ID No. A-28022796, with an address in Madrid, Paseo de la Castellana, 259 D, planta 49, and as representative and on behalf thereof Mr Miguel Guerrero Aulló, in exercise of the powers conferred under deed granted before the Notary Public of Madrid Ms Pilar López-Contreras Conde, on 15 October 1996, with notary record number 1006.
ContractShareholder Agreement • February 19th, 2016 • Ferroglobe PLC • Primary smelting & refining of nonferrous metals
AMENDMENT NO. 1, dated as of February 10, 2016 (this “Amendment”), to the Shareholder Agreement, dated as of December 23, 2015 (the “GVM Shareholder Agreement”), between Grupo Villar Mir, S.A.U., a public limited company (sociedad anónima) incorporated under the laws of Spain (“Grupo VM”), and Ferroglobe PLC, a public limited company incorporated under the laws of England (“Holdco”).
FERROGLOBE FINANCE COMPANY, PLC as Issuer Ferroglobe PLC as Parent Guarantor and the Guarantors party hereto 9.0% Senior Secured Notes due 2025 INDENTURE Dated as of May 17, 2021 GLAS Trustees Limited, as Trustee Global Loan Agency Services Limited,...Indenture • June 24th, 2021 • Ferroglobe PLC • Metal mining • New York
INDENTURE dated as of May 17, 2021, among Ferroglobe Finance Company, PLC, a public limited company incorporated under the laws of England and Wales (the “Issuer”), Ferroglobe PLC, a public limited company incorporated under the laws of England and Wales as the parent guarantor (the “Parent”), the Guarantors (as defined herein) from time to time party hereto, and GLAS Trustees Limited, as trustee (in such capacity, the “Trustee”), GLAS Trust Corporation Limited as security agent (in such capacity, the “Security Agent”), Global Loan Agency Services Limited as paying agent (in such capacity, the “Paying Agent”) and GLAS Americas LLC as registrar (in such capacity, the “Registrar”) and transfer agent (in such capacity, the “Transfer Agent”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 26th, 2019 • Ferroglobe PLC • Primary smelting & refining of nonferrous metals
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (“this Second Amendment”) is made and entered into as of the 22nd day of February, 2019, by and among:
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***].New Equity Backstop Letter • April 30th, 2021 • Ferroglobe PLC • Metal mining
This letter agreement (this “Agreement”) is the New Equity Backstop Letter referred to in the Lock-Up Agreement and sets forth the commitment of Tyrus, subject to the terms and conditions contained herein, to subscribe for, directly or indirectly, the Tyrus Shares (as defined below), to the extent that US$40 million gross cash proceeds are not raised in the Equity Offering (as defined below).
TRANSLATION) [Bears the symbol of “VM Energía”] ¡ Villar Mir Group ELECTRICITY SUPPLY AGREEMENT FOR THE FACILITIES OF “FERROATLÁNTICA, S.L.” SITUATED AT THE SABÓN INDUSTRIAL ESTATE, ARTEIXO (A CORUÑA, SPAIN) In Madrid, Spain, on 29 December 2010Electricity Supply Agreement • June 24th, 2015 • VeloNewco LTD • Primary smelting & refining of nonferrous metals • Madrid
FERROATLÁNTICA, S.L., (hereinafter, the “Purchaser” or the “Client”), with N.I.F. (V.A.T. No.) B-80420516, with its registered office situated at Paseo de la Castellana, 259 D, 49th floor, Madrid, Spain, with Mr Carlos Oliete Fernández acting on behalf of and representing the foregoing company, in exercise of the powers conferred upon him by virtue of the public deed executed before the Notary Public, Mr José María Lucena Conde, dated 4 December 1992, under number 2794 of his official notary records.
TRANSLATION) SERVICE AGREEMENT FOR IT SYSTEMSService Agreement for It Systems • June 24th, 2015 • VeloNewco LTD • Primary smelting & refining of nonferrous metals
FERROPEM SAS, Simplified Joint-Stock Company, with capital of 165,243,255 euros, registered in the Company and Trade Register of Chambéry under number 642 005 117, whose business headquarters are located at 517 avenue de la Boisse, 73000 Chambéry – France, represented herein by Jean-Marie Reynaud, acting in his capacity as General Manager of Operations France, by virtue of the powers, currently in effect, granted to him by Mr. Javier de Peñaranda y Algar, General Manager of FERROPEM, on 6 July 2005 (hereinafter referred to as “FERROPEM”),
FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • February 19th, 2016 • Ferroglobe PLC • Primary smelting & refining of nonferrous metals • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of February 11, 2016 is by and among Globe Specialty Metals, Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto (together with Company, the “Borrowers” and each a “Borrower”), the Lenders (as defined below) party hereto and Citizens Bank of Pennsylvania, as Administrative Agent (the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
CONSULTANCY SERVICES AGREEMENTConsultancy Services Agreement • May 29th, 2020 • Ferroglobe PLC • Primary smelting & refining of nonferrous metals
GLOBE SPECIALTY METALS, INC. RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • June 24th, 2015 • VeloNewco LTD • Primary smelting & refining of nonferrous metals • Delaware
This Restricted Stock Unit Grant Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Globe Specialty Metals, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). The right represented by this Agreement is not a grant under the Company’s 2006 Employee, Director and Consultant Stock Plan (the “Plan”) but represents a bonus arrangement pursuant to the Company’s 2014 Annual Executive Bonus Plan. However, for ease of reference, certain capitalized words not defined herein shall have the meaning ascribed to them in the Plan and certain specified terms of the Plan shall be applied to this Agreement.
SERVICE AGREEMENTService Agreement • April 30th, 2018 • Ferroglobe PLC • Primary smelting & refining of nonferrous metals • England
GLOBE SPECIALTY METALS, INC. STOCK APPRECIATION RIGHT AGREEMENTStock Appreciation Right Agreement • June 24th, 2015 • VeloNewco LTD • Primary smelting & refining of nonferrous metals • Delaware
This Stock Appreciation Right Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Globe Specialty Metals, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). The Rights represented by this Agreement are not granted under the Company’s 2006 Employee, Director and Consultant Stock Plan (the “Plan”), but are intended to be a “stand-alone” grant. However, for ease of reference, certain capitalized words not defined herein shall have the meaning ascribed to them in the Plan and certain specified terms of the Plan shall be applied to this Agreement.
