A-Mark Precious Metals, Inc. EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • California
This Employment Agreement (this "Agreement") is between A-MARK PRECIOUS METALS, INC., a Delaware corporation (the "Company"), and GREGORY N. ROBERTS, an individual ("Mr. Roberts").
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc.
THIS SEPARATION AND DISTRIBUTION AGREEMENT (the “Agreement”) is made and entered into effective as of ______, 2013 (the “Effective Date”), by and between SPECTRUM GROUP INTERNATIONAL, INC., a Delaware corporation (“SGI”) and A-MARK PRECIOUS METALS, INC., a [Delaware] corporation and a wholly-owned subsidiary of SGI (“A-Mark”). Capitalized terms used and not otherwise defined in this Agreement shall have the meaning set forth in Article 1 of this Agreement.
SECONDMENT AGREEMENTSecondment Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • California
THIS SECONDMENT AGREEMENT (the “Agreement”) is made on ____________, 2013, by and between A-MARK PRECIOUS METALS, INC., a Delaware corporation (“A-Mark”), and SPECTRUM GROUP INTERNATIONAL, INC., a Delaware corporation (“SGI”).
TAX SEPARATION AGREEMENTTax Separation Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • Delaware
THIS TAX SEPARATION AGREEMENT (this “Agreement”) is entered into as of ________, 2013 between SPECTRUM GROUP INTERNATIONAL, INC., a Delaware corporation (“SGI”), and A-MARK PRECIOUS METALS, INC., a New York corporation and wholly owned subsidiary of SGI (“AMPMI,” and together with SGI, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between SGI and AMPMI (the “Separation Agreement”).
A-MARK PRECIOUS METALS, INC. FOURTH AMENDMENT DATED AS OF MARCH 29, 2006 TO AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999), AMENDED AND RESTATED INTERCREDITOR AGREEMENT (1999), AMENDED AND RESTATED GENERAL SECURITY AGREEMENT (1999) AND...Intercreditor Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • California
THIS FOURTH AMENDMENT is dated as of March 29, 2006 by and among FORTIS CAPITAL CORP., as assignee of MeesPierson, N.V., RZB FINANCE LLC, NATEXIS BANQUES POPULAIRES, NEW YORK. BRANCH and BROWN BROTHERS HARRIMAN
AMENDMENT TO AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999)Collateral Agency Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
This Amendment (this "Amendment") to the Amended and Restated Collateral Agency Agreement (1999) is dated as of August 21, 2002 and is by and among A-Mark Precious Metals, Inc., a New York corporation formerly known as Spiral Cycle Corporation (the "Company"), and Fortis Capital Corp. ("FCC") as Assignee of MeesPierson N.V., KBC Bank N.V. ("KBC"), RZB Finance LLC ("RZB"), Brown Brothers Harriman & Co. ("Brown Brothers"; in its capacity as agent for itself as a Lender (as defined below) and all other Lenders, the "Agent"), and Natexis Banques Populaires, New York Branch ("Natexis"). FCC, KBC, RZB and Brown Brothers are hereinafter sometimes referred to as the "Existing Lenders."
AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999)Collateral Agency Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
This AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999) is dated as of November 30, 1999, by and among A-MARK PRECIOUS METALS, INC., a New York corporation formerly known as Spiral Cycle Corporation (the "Company"), and MEESPIERSON N.V. ("Mp"), KBC BANK N.V., RZB FINANCE LLC, and BROWN BROTHERS HARRIMAN & CO. ("Brown Brothers ") and any other entities that may become a party to this Agreement pursuant to the terms hereof (each individually a "Lender," and collectively the "Lenders") and Brown Brothers in its capacity as agent for itself as a Lender and all other Lenders, (the "Agent"). This Agreement amends and restates in its entirety the Amended and Restated Collateral Agency Agreement dated as of April 28, 1997, as amended.
PRECIOUS METALS STORAGE AGREEMENT TampaPrecious Metals Storage Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • York
Precious Metals Storage Agreement ("Agreement") dated as of January 5th, 2007, by and among Brink's U.S., a Division of Brink's, Incorporated, a Delaware corporation having an office at 5115 W. Nassau Street, Tampa, FL 33607 ("Brink's") and Brown Brothers Harriman & Co., 59 Wall Street, New York, New York 10005 (hereinafter "BBH") and A-Mark Precious Metals, Inc., 429 Santa Monica Boulevard, Santa Monica, CA 90401 (hereinafter "A-Mark").
A-MARK PRECIOUS METALS, INC. FIFTH AMENDMENT DATED AS OF MARCH 31, 2010 TO AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999), AMENDED AND RESTATED INTERCREDITOR AGREEMENT (1999), AND AMENDED AND RESTATED GENERAL SECURITY AGREEMENT (1999) EACH...Intercreditor Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc.
THIS FIFTH AMENDMENT is dated as of March 31, 2010 by and among FORTIS CAPITAL CORP., ("FCC"), RZB FINANCE LLC ("RZB"), NATIXIS, NEW YORK BRANCH ("NATIXIS"), FORTIS BANK (NEDERLAND) N.V. ("FORTIS BANK NEDERLAND") and BROWN BROTHERS HARRIMAN & CO. ("BBH" in its capacity as agent for itself as a Lender (as defined below) and all other Lenders the "Agent") and A-MARK PRECIOUS METALS, INC., a New York corporation (the "Company"). FCC, RZB, NATIXIS and BBH are hereinafter sometimes referred to collectively as the "Existing Lenders".
MEMORANDUM OF TAX SHARING AGREEMENTMemorandum of Tax Sharing Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • California
THIS MEMORANDUM OF TAX SHARING AGREEMENT ("Agreement") is entered into as of June 23, 2011 by and between SPECTRUM GROUP INTERNATIONAL, INC., a Delaware corporation ("SGI"), and A-MARK PRECIOUS METALS, INC., a New York corporation ("A-Mark").
AGREEMENTAgreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
Agreement dated as of this 24th day of March, 2003 among IBI Armored Services, Inc. ("IBI"); A-Mark Precious Metals, Inc. ("A-Mark"); and Brown Brothers Harriman & CO. (BBH&Co.") as Agent for itself and certain other banks (collectively, the "Banks") that have financing arrangements with A-Mark.
AMENDED AND RESTATED GENERAL SECURITY AGREEMENTGeneral Security Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
Termination LetterTermination Letter • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
Brown Brothers Harriman & Co., as Agent for itself as a lender and the lenders and any other entity.that may become a lender under the Amended and Restated Collateral Agency Agreement dated as of November 30, 1999 among A-Mark Precious Metals, Inc., Fortis Capital Corp., RZB Finance LLC, KBC Bank, N.V., And Brown Brothers Harriman & Co. as amended, modified, restated & supplemented from time to time
A-MARK PRECIOUS METALS, INC. SIXTH AMENDMENT DATED AS OF OCTOBER 29, 2010 TO AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999), AMENDED AND RESTATED INTERCREDITOR AGREEMENT (1999), AND AMENDED AND RESTATED GENERAL SECURITY AGREEMENT (1999) EACH...Intercreditor Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
THIS SIXTH AMENDMENT is dated as of October 29, 2010 by and among BNP PARIBAS ("BNP") as successor to FORTIS CAPITAL CORP., ("FCC"), RB INTERNATIONAL (USA) LLC, f/k/a RZB FINANCE LLC ("RZB"), NATIXIS, NEW YORK BRANCH ("NATIXIS"), ABN AMRO Bank N.V. ("ABN") as successor to FORTIS BANK (NEDERLAND) N.V. ("FORTIS BANK NEDERLAND") and BROWN BROTHERS HARRIMAN & CO. ("BBH" in its capacity as agent for itself as a Lender (as defined below) and all other Lenders the "Agent") and A-MARK PRECIOUS METALS, INC., a New York corporation (the "Company"). BNP, RZB, NATIXIS, ABN and BBH are hereinafter sometimes referred to collectively as the "Lenders".
PRECIOUS METALS STORAGE AGREEMENT Sunshine Minting Inc.Precious Metals Storage Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
Precious Metals Storage Agreement ("Agreement") dated as of _April 26, 2007, by and among Sunshine Minting Inc., a corporation having an office at 750 West Canfield Avenue, Coeur d' Alene, Idaho 83815 ("Sunshine") and Brown Brothers Harriman & Co., 140 Broadway, New York, New York 10005 (hereinafter "BBH") and A-Mark Precious Metals, Inc., 429 Santa Monica Boulevard, Santa Monica, CA 90401 (hereinafter "A Mark").
GUARANTYGuaranty • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
SECOND AMENDMENT TO LINE LETTER AND CONSENTLine Letter and Consent • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
This SECOND AMENDMENT TO LINE LETTER AND CONSENT, dated as of August 3, 2012 (this "Second Amendment"), is between ABN AMRO CAPITAL USA LLC (the "Lender"), and A-Mark Precious Metals, Inc. (the "Company").
SECOND AMENDMENT TO LINE LETTER AND CONSENTLetter and Consent • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
This SECOND AMENDMENT TO LINE LETTER AND CONSENT, dated as of August 3, 2012 (this "Second Amendment"), is between ABN AMRO CAPITAL USA LLC (the "Lender"), and A-Mark Precious Metals, Inc. (the "Company").
A-MARK PRECIOUS METALS, INC. TENTH AMENDMENT DATED AS OF DECEMBER 10, 2012 TO AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999), AS AMENDEDCollateral Agency Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
THIS TENTH AMENDMENT is dated as of December 10, 2012 by and among BNP PARIBAS ("BNP") as successor to FORTIS CAPITAL CORP., ("FCC"), RB INTERNATIONAL FINANCE (USA) LLC, f/k/a RZB FINANCE LLC ("RZB"), NATIXIS, NEW YORK BRANCH ("NATIXIS"), ABN AMRO Bank N.V. ("ABN") as successor to FORTIS BANK (NEDERLAND) N.V. ("FORTIS BANK NEDERLAND"), ABN AMRO CAPITAL USA LLC ("ABN Capital"), BROWN BROTHERS HARRIMAN & CO. ("BBH"; in its capacity as agent for itself as a Lender (as defined below) and all other Lenders the "Agent") and A-MARK PRECIOUS METALS, INC., a New York corporation (the "Company").
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • California
THIS EMPLOYMENT AGREEMENT (this "Agreement") is dated as of August 29, 2011, and is between A-MARK PRECIOUS METALS, INC., a New York Corporation (the "Company"), and DAVID MADGE, an individual ("Mr. Madge"). The Company is a subsidiary of SPECTRUM GROUP INTERNATIONAL, INC., a Delaware corporation ("Spectrum").
GENERAL SECURITY AGREEMENT OF GUARANTORSGeneral Security Agreement of Guarantors • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
SEVENTH AMENDMENT DATED AS OF DECEMBER 15, 2010 TO AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999), AS AMENDEDCollateral Agency Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
THIS SEVENTH AMENDMENT is dated as of December 15, 2010 by and among BNP PARIBAS ("BNP") as successor to FORTIS CAPITAL CORP., ("FCC"), RB INTERNATIONAL FINANCE (USA) LLC, f/k/a RZB FINANCE LLC ("RZB"), NATIXIS, NEW YORK BRANCH ("NATIXIS"), ABN AMRO Bank N.V. ("ABN") as successor to FORTIS BANK (NEDERLAND) N.V. ("FORTIS BANK NEDERLAND") and BROWN BROTHERS HARRIMAN & CO. ("BBH" in its capacity as agent for itself as a Lender (as defined below) and all other Lenders the "Agent") and A-MARK PRECIOUS METALS, INC., a New York corporation (the "Company"). BNP, RZB, NATIXIS, ABN and BBH are hereinafter sometimes referred to collectively as the "Lenders".
PRECIOUS METALS STORAGE AGREEMENT Irving, Texas (Dallas)Precious Metals Storage Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
Precious Metals Storage Agreement ("Agreement") dated as of May 1, 2006, by and among. Brink's. Incorporated, a. Delaware corporation having an office at 2555 Century Lake Dr., Irving, Texas 75062 (''Brink's'') and Brown Brothers Harriman &. Co., 59 Wall Street. New York, New York 10005 (hereinafter' 'BBH") and A-Mark Precious Metals, Inc. 100 Wilshire Boulevard, Santa Monica, California 90401 (hereinafter "A-Mark").
AMENDMENT TO AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999)Collateral Agency Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
This Amendment (this "Amendment") to the Amended and Restated Collateral Agency Agreement (1999) is dated as of August 21, 2002 and is by and among A-Mark Precious Metals, Inc., a New York corporation formerly known as Spiral Cycle Corporation (the "Company"), and Fortis Capital Corp. ("FCC") as Assignee of MeesPierson N.V., KBC Bank N.V. ("KBC"), RZB Finance LLC ("RZB"), Brown Brothers Harriman & Co. ("Brown Brothers"; in its capacity as agent for itself as a Lender (as defined below) and all other Lenders, the "Agent"), and Natexis Banques Populaires, New York Branch ("Natexis"). FCC, KBC, RZB and Brown Brothers are hereinafter sometimes referred to as the "Existing Lenders."
GENERAL SECURITY AGREEMENT OF GUARANTORSGeneral Security Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
EMPLOYMENT AGREEMENT As Amended and Restated as of February 28, 2013Employment Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • California
This Employment Agreement (this "Agreement") is an amendment and restatement as of February 28, 2013 of that Employment Agreement originally dated July 1, 2005 and most recently amended and restated as of July 1, 2010, and is between A-MARK PRECIOUS METALS, INC., a New York Corporation (the “Company”), and THOR C. GJERDRUM, an individual ("Mr. Gjerdrum"). The Company is a wholly owned subsidiary of SPECTRUM GROUP INTERNATIONAL, INC., a Delaware corporation (“Spectrum"), which is also a party to this Agreement. COLLATERAL FINANCE CORPORATION, a California Finance Lender (“CFC”) wholly owned by the Company, is also a party to this Agreement.
AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999), AMENDED AND RESTATED INTERCREDITOR AGREEMENT (1999), AND AMENDED AND RESTATED GENERAL SECURITY AGREEMENT (1999) EACH DATED AS OF NOVEMBER 30, 1999,Intercreditor Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
THIS EIGHTH AMENDMENT is dated as of mARCH 15, 2011 by and among BNP PARIBAS ("BNP") as successor to FORTIS CAPITAL CORP., ("FCC"), RB INTERNATIONAL FINANCE (USA) LLC, f/k/a RZB FINANCE LLC ("RZB"), NATIXIS, NEW YORK BRANCH ("NATIXIS"), ABN AMRO Bank N.V. ("ABN") as successor to FORTIS BANK (NEDERLAND) N.V. ("FORTIS BANK NEDERLAND") and BROWN BROTHERS HARRIMAN & CO. ("BBH"; in its capacity as agent for itself as a Lender (as defined below) and all other Lenders the "Agent") and ABN AMRO CAPITAL USA LLC ("ABN Capital") and A-MARK PRECIOUS METALS, INC., a New York corporation (the "Company"). BNP, RZB, NATIXIS, ABN and BBH are hereinafter sometimes referred to collectively as the "Existing Lenders".
A-MARK PRECIOUS METALS, INC. SECOND AMENDMENT DATED AS OF NOVEMBER 10, 2003 TO AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999), AMENDED AND RESTATED INTERCREDITOR AGREEMENT(1999), AMENDED AND RESTATED GENERAL SECURITY AGREEMENT (1999) AND...General Security Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
THIS SECOND AMENDMENT is dated as of November 30, 2003 by and among FORTIS CAPITAL CORP., as assignee of MeesPierson, N.V.,RZB FINANCE LLC, NATEXIS BANQUES POPULAIRES, NEW YORK BRANCH and BROWN BROTHERS HARRIMAN & CO. ("BBH"), (each individually a "Lender" and, collectively the "Lenders") and BBH in its capacity as agent for itself as a Lender and all other Lenders (the "Agent"), A-MARK PRECIOUS METALS, INC., a New York corporation (the "Company"), A-MARK HOLDING, INC., and THE A-MARK CORPORATION (collectively the "Guarantors").
NINTH AMENDMENT DATED AS OF SEPTEMBER 7, 2011 TO AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999), AS AMENDEDCollateral Agency Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
THIS NINTH AMENDMENT is dated as of September 7,2011 by and among BNP PARIBAS ("BNP") as successor to FORTIS CAPITAL CORP. ("FCC"), RB INTERNA TIONAL FINANCE (USA) LLC, ("RZB") FINANCE LLC ("RZB"), NATIXIS, NEW YORK BRANCH ("NATIXIS"), ABN AMRO Bank N.V. ("ABN") as successor to FORTIS BANK (NEDERLAND) N.V. ("FORTIS BANK. NEDERLAND"), ABN AMRO CAPITAL USA LLC ("ABN CAPITAL"), BROWN BROTHERS HARRIMAN & CO. ("BBH"; in its capacity as agent for itself as a Lender (as defined below) and all other Lenders the "Agent") and A-MARK PRECIOUS METALS, INC., a New York corporation (the "Company").
PRECIOUS METALS STORAGE AGREEMENTPrecious Metals Storage Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
Precious Metals Storage Agreement ("Agreement") dated as of January 11, 2008, by and among IBI Secured Transport, Inc. a Delaware Corporation a wholly owned subsidiary of IBI Armored Services, Inc a New York Corporation collectively ("IBI") having a business at 814 Sylvia Street, Ewing, New Jersey 08628 and Brown Brothers Harriman & Co., 140 Broadway, New York, New York 10005 (hereinafter "BBH") and A-Mark Precious Metals, Inc., 429 Santa Monica Boulevard, Santa Monica, CA 90401
