MOLYCORP, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FORM OF FIRST SUPPLEMENTAL INDENTURE Dated as of to SENIOR INDENTURE Dated as of 6.00% Convertible Senior Notes due 2017First Supplemental Indenture • August 22nd, 2012 • Molycorp, Inc. • Metal mining • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of 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 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”).
SHARE LENDING AGREEMENT Dated as of August 17, 2012 Between Molycorp, Inc. (“Lender”) and Morgan Stanley Capital Services LLC (“Borrower”)Share Lending Agreement • August 22nd, 2012 • 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.
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
