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”).
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”).
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”)).
