THIS THIRD AMENDMENT TO CREDIT AGREEMENT Amendment Company Globe Borrowers Borrower Agent
 
  
 WHEREAS Lenders Credit Agreement
 
 WHEREAS
 
 WHEREAS
 
 NOW, THEREFORE
 
   
 1.1  Amendments to Credit Agreement Exhibit A Amended Credit Agreement
 
 1.2  Amendments to Schedules Exhibit B
 
 1.3  Amendments to Exhibits Exhibit C
 
 1.4  Waiver of Deliverables
 
 
 
 
 
 1.5  Waiver of Voluntary Prepayment Requirements and Minimum Borrowing Amounts
 
   
 2.1  Joinder to the Credit Agreement
 
 2.2  Receipt of Loan Documents Exhibit B
 
 2.3  Patriot Act Information Exhibit D
 
 2.4  Effectiveness of Loan Documents
 
   
 3.1  Amendment to Introductory Paragraph of the Company Guaranty
 
 COMPANY GUARANTY Guaranty GLOBE SPECIALTY METALS, INC. Globe Guarantor CITIZENS BANK OF PENNSYLVANIA, Administrative Agent Company FERROGLOBE PLC
 
 
 2
 
 
 Co-Borrower
 
 3.2  Amendment to Recitals of the Company Guaranty
 
 A.  Pursuant to that certain Credit Agreement dated as of the date hereof among Company, Globe and certain other Subsidiaries of the Company from time to time party thereto, as Borrowers thereunder, and the Administrative Agent, and the lenders now or hereafter party thereto (the “Lenders”) (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), the Lenders have agreed to provide the Borrowers with certain credit facilities;
 
 B.  Certain additional extensions of credit may be made from time to time for the benefitof the Loan Parties and their Subsidiaries pursuant to certain Secured Cash Management Agreements and Secured Hedge Agreements (each as defined in the Credit Agreement, collectively, “Related Credit Arrangements”).
 
 C.  It is a condition precedent to the Secured Parties’ obligations to make and maintain such extensions of credit that the Guarantor shall have executed and delivered this Guaranty to the Administrative Agent.
 
 3.3  Amendment to the Subsidiary Guaranty
 
 A.  Pursuant to that certain Credit Agreement dated as of the date hereof among Globe Specialty Metals, Inc., a Delaware corporation (“Globe”), certain Subsidiaries of the Company from time to time party hereto (collectively the “Co-Borrower”), and, pursuant to Section 2.1 of that certain Third Amendment to Credit Agreement dated as of February 15, 2017, Ferroglobe PLC, a public limited company incorporated under the laws of England and Wales with registered number 09425113 (“Company” and together with Co-Borrower and Globe, collectively the “Borrowers”), as Borrowers thereunder, and the Administrative Agent, and the lenders now or hereafter party thereto (the “Lenders”) (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), the Lenders have agreed to provide the Borrowers with certain credit facilities;
 
 3.4  Release of Released Subsidiary Guarantors Released Subsidiary Guarantors
 
 
 
 3
 
  
   
 4.1  Closing Conditions Effective Date
 
 (a)  Executed Amendment.  The Agent shall have received a copy of this Amendment duly executed by each of the Borrowers, the other Loan Parties, the Agent and the Requisite Lenders.
 
 (b)  Executed Loan Documents.  The Agent shall have received a duly executed copy of the U.K. Collateral Documents.
 
 (c)  Other Documents.  The Agent shall have received:
 
 (i)  copies of the Organizational Documents of Company and each Loan Party, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by a director, the secretary or similar officer or signatory (as applicable) of the applicable Loan Party, each dated a recent date prior to the Effective Date or a certification by a director, the secretary or similar officer or signatory (as applicable) of the applicable Loan Party that the Organizational Documents for such Loan Party delivered to the Agent on the Closing Date remain true and correct and in force and effect as of the Effective Date;
 
 (ii)  a good standing certificate (or equivalent document, if applicable) for Company and each Loan Party from the Secretary of State of its jurisdiction of organization dated a recent date prior to the Effective Date;
 
 (iii)  resolutions of the Governing Body of Company and each Loan Party approving and authorizing the execution, delivery and performance of the Amendment and the other Loan Documents to which it is a party that are being executed in connection with the Amendment, certified as of the Effective Date by the secretary or similar officer or signatory (as applicable), or a duly appointed signatory, of such Person as being in full force and effect without modification or amendment;
 
 (iv)  signature and incumbency certificates of the officers of Company and each Loan Party executing the Amendment and the other Loan Documents to which it is a party that are being executed in connection with the Amendment or a certification that each officer listed in the incumbency certification contained in such Loan Party’s secretary’s or signatory’s certificate (as applicable), delivered on the Closing Date, remains a duly elected and qualified officer of such Loan Party and such officer or
 
 
 4
 
 
  
 (v)  All other documents from the Loan Parties as reasonably requested by the Agent prior to the date hereof.
 
 (d)  Fees and Expenses.
 
 (i)  The Agent shall have received from the Borrowers, for the account of each Lender that executes and delivers a signature page to this Amendment to the Agent by 5:00 p.m. (EST) on or before January 31, 2017 (each such Lender, a “Consenting Lender”, and collectively, the “Consenting Lenders”), a consent fee in an amount equal to 100 basis points on the aggregate Revolving Loan Commitment of such Consenting Lender, determined immediately prior to giving effect to this Amendment.
 
 (ii)  The Agent shall have received from the Borrowers such other fees and reasonable and documented out-of-pocket expenses that are payable in connection with the consummation of the transactions contemplated hereby, and King & Spalding LLP shall have received from the Borrowers payment of all reasonable and documented fees and expenses incurred prior to the date hereof or in connection with this Amendment.
 
 (e)  Legal Opinions.  The Agent shall have received an opinion or opinions of counsel for the Loan Parties and counsel for the Agent in respect of Company, dated the Effective Date and addressed to the Agent and the Lenders which shall be in form and substance satisfactory to the Agent.
 
 (f)  Senior Notes.  Company shall have received, or shall, substantially contemporaneously with the effectiveness of this Amendment, receive, not less than $350,000,000 in proceeds from the issuance of the Senior Notes.  The Agent shall have received, or shall, substantially contemporaneously with the effectiveness of this Amendment, receive, duly executed copies of the Senior Note Indenture and any related documents, certified by a responsible officer of Company as being true, correct and complete; provided that, promptly after the execution thereof, Company shall deliver to the Agent, duly executed copies of each of the Senior Notes, certified by a responsible officer of Company as being true, correct and complete.
 
 (g)  Liquidity.  After giving effect to this Amendment and the transactions contemplated thereby, Liquidity (as defined in the Amended Credit Agreement) shall not be less than $150,000,000 on a Pro Forma Basis.
 
   
 5.1  Amended Terms
 
 5.2  Representations and Warranties of Loan Parties
 
 
 5
 
 
 (a)  Such Loan Party (including Company) has taken all necessary action to authorize the execution, delivery and performance of this Amendment.
 
 (b)  Such Loan Party (including Company) has duly executed and delivered the Amendment and the Amendment constitutes such Loan Party’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
 
 (c)  No approval is required to be obtained by such Loan Party (including Company) or any of its Subsidiaries in connection with the execution, delivery or performance by such Loan Party of this Amendment; except for such approvals which have been issued or obtained by such Loan Party or any of its Subsidiaries which are in full force and effect.
 
 (d)  The representations and warranties set forth in Section 5 of the Credit Agreement are (i) with respect to representations and warranties that contain a materiality qualification, true and correct as of the date hereof (except for those which expressly relate to an earlier date) and (ii) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date).
 
 (e)  After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Potential Event of Default or an Event of Default.
 
 5.3  Reaffirmation of Obligations
 
 5.4  Loan Document
 
 5.5  Expenses
 
 5.6  Entirety
 
 
 6
 
 
 5.7  Counterparts; Telecopy
 
 5.8  GOVERNING LAW
 
 5.9  Successors and Assigns
 
 5.10  Consent to Jurisdiction; Service of Process; Waiver of Jury Trial mutatis mutandis
 
 5.11  General Release Bank Group
 
    7
    Amendment
   FERROGLOBE PLC,By:
/s/ Joseph RaganName: Joseph RaganTitle:   CFO
 
 
 
 
 
 GLOBE SPECIALTY METALS, INC.,By:
/s/ Pedro Larrea PaguagaName: Pedro Paguaga LarreaTitle:   Director
  ALABAMA SAND AND GRAVEL, INC., a Delaware corporationBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Vice President and Treasurer
  ALDEN RESOURCES LLC, a Delaware limited liability companyBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Manager, Vice President and Treasurer
  ALDEN SALES CORP, LLC, a Delaware limited liability companyBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Manager, Vice President and Treasurer
 
 
 
  ARL RESOURCES, LLC, a Delaware limited liability companyBy:
**ALDEN RESOURCES LLC**, as sole memberBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Manager, Vice President and Treasurer
 ARL SERVICES, LLC, a Delaware limited liability companyBy:
**ALDEN RESOURCES LLC**, as sole memberBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Manager, Vice President and Treasurer
 CORE METALS GROUP HOLDINGS LLC,a Delaware limited liability companyBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Vice President and Treasurer
  CORE METALS GROUP LLC, a Delaware limited liability companyBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Vice President and Treasurer
  
 
 
  GATLIFF SERVICES, LLC, a Delaware limited liability companyBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Manager, Vice President and Treasurer
  GLOBE METALLURGICAL INC., a Delaware corporationBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Vice President and Treasurer
  GSM SALES, INC., a Delaware corporationBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Vice President and Treasurer
  METALLURGICAL PROCESS MATERIALS, LLC, a Delaware corporationBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Manager, Vice President and Treasurer
 
 
 
 
  NORCHEM, INC, a Florida corporationBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Vice President and Treasurer
 TENNESSEE ALLOYS COMPANY, LLC, a Delaware limited liability companyBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Manager, Vice President and Treasurer
  GLOBE METALS ENTERPRISES LLC., a Delaware limited liability corporationBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Director
  **GLOBE ARGENTINA HOLDCO LLC**, a Delaware limited liability companyBy:
**GLOBE SPECIALTY METALS, INC.**, as sole managerBy:
/s/ Pedro Larrea PaguagaName: Pedro Larrea PaguagaTitle:   Director
 
 
 
  **GBG HOLDINGS, LLC**, a Delaware limited liability companyBy:
**GSM ENTERPRISES HOLDINGS, LLC**, as sole memberBy:
**GSM ENTERPRISES, LLC**, as sole memberBy:
GLOBE SPECIALTY METALS, INC., as sole memberBy:
/s/ Joseph RaganName: Joseph RaganTitle:   CFO
  GSM ALLOYS I INC., a Delaware corporationBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Director
  GSM ALLOYS II INC., a Delaware corporationBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Director


**GSM ENTERPRISES HOLDINGS, LLC**, a Delaware limited liability companyBy:
GSM ENTERPRISES, LLC, as sole memberBy:
GLOBE SPECIALTY METALS, INC., as sole memberBy:
/s/ Joseph RaganName:  Joseph RaganTitle:    CFO


GSM FINANCIAL, INC., a Delaware corporationBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Director
 L F RESOURCES, INC., a Delaware corporationBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Director
  SOLSIL, INC., a Delaware corporationBy:
/s/ Joseph RaganName: Joseph RaganTitle:   Director


GBG FINANCIAL, LLC, a Delaware limited liability companyBy:
**GSM ENTERPRISES, LLC**, as sole memberBy:
**GLOBE SPECIALTY METALS, INC.**, as sole memberBy:
/s/ Pedro Larrea PaguagaName:  Pedro Larrea PaguagaTitle:    Director


GLOBE REALTY LLC, a New York limited liability companyBy:
GLOBE SPECIALTY METALS, INC., as sole memberBy:
/s/ Pedro Larrea PaguagaName: Pedro Larrea PaguagaTitle:   Director
 GSM ENTERPRISES LLC, a Delaware limited liability companyBy:
GLOBE SPECIALTY METALS, INC., as sole memberBy:
/s/ Pedro Larrea PaguagaName: Pedro Larrea PaguagaTitle:   Director
 
 
 
 
 
 
  CITIZENS BANK OF PENNSYLVANIA,

as Agent and a LenderBy:
/s/ David W. StackName: David W. StackTitle:   Senior Vice President
 
 
 
  Capital One, National Association,

as a LenderBy:
/s/ Michael J. SullivanName: Michael J. SullivanTitle:   Senior Vice - President
 
 
 
  Citibank, N.A,

as a LenderBy:
/s/ James McGinnisName: James McGinnisTitle:   Senior Vice President
 
 
 
  COMPASS BANK,

as a LenderBy:
/s/ Cameron GatemanName: Cameron GatemanTitle:   Senior Banker


Fifth Third Bank,

as a LenderBy:
/s/ Jim SchmalzName: Jim SchmalzTitle:   Vice President
 
 
 
 
  HSBC Bank USA, National Association (f/k/a HSBC Bank USA, N.A.),

as a LenderBy:
/s/ Fred SchimelName: Fred SchimelTitle:   Vice President


PNC BANK, NATIONAL ASSOCIATION

as a LenderBy:
/s/ Mahir J. DesaiName: Mahir J. DesaiTitle:   AVP
















Wells Fargo Bank N.A.,

as a LenderBy:
/s/ Harry E. EllisName: Harry E. EllisTitle:   Senior Vice President














Exhibit A












































Published CUSIP Number 37954RAD0























































































































SECTION 1.
DEFINITIONS
11.1
Certain Defined Terms.
11.2
Accounting Terms; Utilization of IFRS for Purposes of Calculations Under Agreement.
371.3
Other Definitional Provisions and Rules of Construction.
371.4
Exchange Rates; Currency Equivalents.
381.5
Additional Alternative Currencies.
391.6
Change of Currency.
401.7
Letter of Credit Amounts.
40SECTION 2.
AMOUNTS AND TERMS OF COMMITMENTS AND LOANS
402.1
Commitments; Making of Loans; the Register; Optional Notes.
402.2
Interest on the Loans.
472.3
Fees.
522.4
Repayments, Prepayments and Reductions of Revolving Loan Commitment Amount; General Provisions Regarding Payments; Application of Proceeds of Collateral and Payments Under Guaranties.
522.5
Use of Proceeds.
582.6
Special Provisions Governing Eurocurrency Rate Loans.
592.7
Increased Costs; Taxes; Capital Adequacy.
612.8
Statement of Lenders; Obligation of Lenders and Issuing Lender to Mitigate.
682.9
Replacement of a Lender.
682.10
Incremental Term Loan Commitments and Revolving Loan Commitments.
692.11
Cash Collateral.
712.12
Defaulting Lenders.
722.13
Designation of Co-Borrower; Joint and Several Liability of the Borrowers.
732.14
Lender Status Confirmation.
74SECTION 3.
LETTERS OF CREDIT
743.1
Issuance of Letters of Credit and Lenders’ Purchase of Participations Therein.
753.2
Letter of Credit Fees.
773.3
Drawings and Reimbursement of Amounts Paid Under Letters of Credit.
773.4
Obligations Absolute.
803.5
Nature of Issuing Lenders’ Duties.
80SECTION 4.
CONDITIONS TO LOANS AND LETTERS OF CREDIT
814.1
Conditions to Initial Revolving Loans and Swing Line Loans.
814.2
Conditions to All Loans.
844.3
Conditions to Letters of Credit.
85  i
  SECTION 5.
COMPANY’S REPRESENTATIONS AND WARRANTIES
855.1
Organization, Powers, Qualification, Good Standing, Business and Subsidiaries.
855.2
Authorization of Borrowing, etc.
865.3
Financial Condition.
875.4
No Material Adverse Change; No Restricted Junior Payments.
875.5
Title to Properties; Liens; Real Property; Intellectual Property.
875.6
Litigation; Adverse Facts; Labor Matters; Insurance.
885.7
Payment of Taxes.
895.8
Performance of Agreements; Material Contracts.
895.9
Governmental Regulation.
895.10
Securities Activities.
895.11
Employee Benefit Plans.
895.12
Certain Fees.
905.13
Environmental Protection.
905.14
Solvency.
915.15
Matters Relating to Collateral; Absence of Third-Party Filings.
915.16
Disclosure.
915.17
Foreign Assets Control Regulations, etc.
925.18
Representations as to Foreign Obligors.
925.19
Senior Debt Status; No Burdensome Restrictions.
935.20
Employee Matters.
93SECTION 6.
COMPANY’S AFFIRMATIVE COVENANTS
936.1
Financial Statements and Other Reports.
946.2
Existence, Etc.
976.3
Payment of Taxes and Claims; Tax.
986.4
Maintenance of Properties; Insurance.
986.5
Inspection Rights; Lender Meeting.
996.6
Compliance with Laws, etc.
996.7
Environmental Matters.
996.8
Execution of Subsidiary Guaranty and Personal Property Collateral Documents After the Closing Date.
1006.9
Deposit Accounts, Securities Accounts and Cash Management Systems.
1056.10
Approvals and Authorizations.
1056.11
Books and Records; Further Assurances; Post-Closing Deliveries.
1056.12
Pensions.
1076.13
Anti-Cash Hoarding.
107SECTION 7.
COMPANY’S NEGATIVE COVENANTS
1087.1
Indebtedness.
1087.2
Liens and Related Matters.
1107.3
Investments; Acquisitions.
1117.4
Contingent Obligations.
1147.5
Restricted Junior Payments.
1147.6
Financial Covenants.
1167.7
Restriction on Fundamental Changes; Asset Sales.
1177.8
Foreign Assets Controls.
119  ii
  7.9
Transactions with Shareholders and Affiliates.
1197.10
Sales and Lease-Backs.
1197.11
Conduct of Business; Amendments to Organizational Documents; Ownership of Subsidiaries.
1197.12
Amendments of Documents Relating to Indebtedness.
1207.13
Fiscal Year.
120SECTION 8.
EVENTS OF DEFAULT
1208.1
Failure to Make Payments When Due.
1208.2
Default in Other Agreements.
1208.3
Breach of Certain Covenants.
1218.4
Breach of Warranty.
1218.5
Other Defaults Under Loan Documents.
1218.6
Involuntary Bankruptcy; Appointment of Receiver, etc.
1218.7
Voluntary Bankruptcy; Appointment of Receiver, etc.
1228.8
Judgments and Attachments.
1238.9
Dissolution.
1238.10
Employee Benefit Plans.
1238.11
Change in Control.
1238.12
Uninsured Loss.
1238.13
Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations.
123SECTION 9.
ADMINISTRATIVE AGENT
1249.1
Appointment.
1249.2
Powers and Duties; General Immunity.
1269.3
Independent Investigation by Lenders; No Responsibility For Appraisal of Creditworthiness.
1279.4
Right to Indemnity.
1279.5
Resignation of Agents; Successor Administrative Agent, Issuing Lender and Swing Line Lender.
1289.6
Collateral Documents and Guaranties.
1299.7
Duties of Other Agents.
1319.8
Administrative Agent May File Proofs of Claim.
1319.9
Secured Cash Management Agreements and Secured Hedge Agreements.
1329.10
Exculpatory Provisions.
1329.11
Reliance by Administrative Agent.
133SECTION 10.
MISCELLANEOUS
13310.1
Successors and Assigns; Assignments and Participations in Loans and Letters of Credit.
13310.2
Expenses.
13810.3
Indemnity.
13910.4
Set-Off.
14010.5
Ratable Sharing.
14110.6
Amendments and Waivers.
14110.7
Independence of Covenants.
14310.8
Notices; Effectiveness of Signatures.
144  iii
  10.9
Survival of Representations, Warranties and Agreements.
14510.10
Failure or Indulgence Not Waiver; Remedies Cumulative; Enforcement.
14510.11
Marshalling; Payments Set Aside.
14610.12
Severability.
14610.13
Obligations Several; Independent Nature of Lenders’ Rights; Damage Waiver.
14610.14
Applicable Law.
14710.15
Construction of Agreement; Nature of Relationship.
14710.16
Consent to Jurisdiction and Service of Process.
14710.17
Waiver of Jury Trial.
14810.18
Confidentiality.
14810.19
Counterparts; Effectiveness.
14910.20
Electronic Execution of Assignments and Certain Other Documents.
15010.21
Judgment Currency.
15010.22
USA Patriot Act.
15010.23
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
150


iv











EXHIBITSI
FORM OF NOTICE OF BORROWINGII
FORM OF NOTICE OF CONVERSION/CONTINUATIONIII
FORM OF REVOLVING NOTEIV
FORM OF SWING LINE NOTEV
FORM OF COMPLIANCE CERTIFICATEVI
FORM OF ASSIGNMENT AGREEMENTVII
FORM OF FINANCIAL CONDITION CERTIFICATEVIII
FORM OF COMPANY GUARANTYIX
FORM OF SUBSIDIARY GUARANTYX
FORM OF SECURITY AGREEMENTXI
FORMS OF U.S. TAX COMPLIANCE CERTIFICATES







v







SCHEDULES1.1A
REAL PROPERTY ASSETS1.1B
EXISTING LETTERS OF CREDIT1.1C
RESERVED1.1D
ENERGY ASSETS2.1A
COMMITMENTS AND PRO RATA SHARES4.1C
CORPORATE AND CAPITAL STRUCTURE; OWNERSHIP5.1
SUBSIDIARIES OF COMPANY5.1C
CLOSING DATE MATERIAL SUBSIDIARIES5.3
FINANCIAL STATEMENTS AND INFORMATION5.5B
REAL PROPERTY5.5C
INTELLECTUAL PROPERTY5.6
LABOR MATTERS5.11
CERTAIN EMPLOYEE BENEFIT PLANS6.11
POST CLOSING DELIVERIES7.1
CERTAIN EXISTING INDEBTEDNESS7.2
CERTAIN EXISTING LIENS7.3A
CERTAIN EXISTING INVESTMENTS7.4
CERTAIN EXISTING CONTINGENT OBLIGATIONS7.9
CERTAIN TRANSACTIONS WITH AFFILIATES10.8
FUNDING AND PAYMENT OFFICE; CERTAIN ADDRESSES FOR NOTICE








vi













CREDIT AGREEMENT FERROGLOBE PLC Company GLOBE SPECIALTY METALS, INC. “Globe” “Co-Borrower” “Borrowers” “Borrower” THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO “Lender” “Lenders” PNC BANK, NATIONAL ASSOCIATION “Syndication Agent” COMPASS BANK CITIZENS BANK OF PENNSYLVANIA “Administrative Agent”










WHEREAS subsection 1.1





WHEREAS





WHEREAS





NOW, THEREFORE





SECTION 1.





1.1  Certain Defined Terms.










“Administrative Agent” subsection 9.5A





“Affected Lender” subsection 2.6C








1








“Affected Loans” subsection 2.6C





“Affiliate”





“Affiliated Funds”





“Agents”





“Aggregate Amounts Due” subsection 10.5





Aggregate Asset Percentage





Aggregate Sales Percentage





Agreed Guaranty Principles





(a)  other than with respect to Domestic Subsidiaries, all upstream and cross-stream guaranties must be limited by corporate benefit restrictions if so required;





(b)  other than with respect to Domestic Subsidiaries, all guaranties must be limited by financial assistance restrictions if so required;





(c)  all guaranties must be limited to the extent necessary in order to avoid any personal civil or criminal liability of any director or officer arising as a result of providing such guaranty or such guaranty being enforced by the holders of the Notes;





(d)  all guaranties must be limited to the extent necessary to avoid any breach of fraudulent conveyance or preference, thin capitalization rules or any other general statutory laws or regulations (or analogous restrictions) of any applicable jurisdiction; and





2








(e)  no guaranty shall be given to the extent it would result in costs that are disproportionate to the benefit obtained by the beneficiaries of such guaranty (as reasonably determined by the Administrative Agent).










Agreed Security Principles










(a)  other than with respect to Domestic Subsidiaries, result in any breach of corporate benefit, financial assistance, fraudulent preference or thin capitalization laws or regulations (or analogous restrictions) of any applicable jurisdiction;





(b)  result in a significant risk to the officers of the relevant grantor of the Lien of contravention of their fiduciary duties and/or of civil or criminal liability; or





(c)  result in costs that are disproportionate to the benefit obtained by the beneficiaries of such Lien (as reasonably determined by the Administrative Agent).










“Agreement”





“Agreement Currency” subsection 10.21





“Alternative Currency” Section 1.5





“Alternative Currency Equivalent”





“Alternative Currency Sublimit”





Anti-Corruption Laws





“Applicable Foreign Obligor Documents” subsection 5.18








3








“Applicable Time”





“Approved Fund”





A/R Securitization Programs





“Asset Sale”





“Assignment Agreement” Exhibit VI





Bail-In Action





Bail-In Legislation





“Bankruptcy Code”





“Base Rate” plus plus





“Base Rate Loans” subsection 2.2A








4








“Base Rate Margin” subsection 2.2A





“Borrower” “Borrowers”





“British Pounds Sterling”





“Business Day”





(a)  if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, “Business Day” means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;





(b)  if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, “Business Day” means a TARGET Day;





(c)  if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, “Business Day” means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and





(d)  if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), “Business Day” means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.





“Capital Lease”





“Capital Stock”





“Cash”





“Cash Collateralize”








5





“Cash Collateral”





“Cash Equivalents” clauses (i) (ii) clause (i) clause (iv)





“Cash Management Agreement”





“Cash Management Bank”





“Change in Control”





“Change in Law”








6













“Charges” subsection 2.2G





“Citizens”





“Closing Date”





“Co-Borrower”





“Co-Borrower Joinder Agreement”





“Collateral”





“Collateral Account”





“Collateral Documents”





“Commitment Fee” subsection 2.3





“Commitments” subsections 2.1A 3.3





“Commodity Exchange Act”





“Communications” subsection 10.8





“Company”





“Company Guaranty” Exhibit VIII








7








Competitor





“Compliance Certificate” Exhibit V





“Consolidated Capital Expenditures”





“Consolidated EBITDA”





“Consolidated Interest Expense”








8













“Consolidated Secured Net Leverage Ratio” minus





“Consolidated Net Leverage Ratio” minus





“Consolidated Net Income” provided however subsection 1.3F





“Consolidated Total Debt” provided





“Contingent Obligation”








9








subclauses (1) (2)





“Contractual Obligation”





“Control Agreement”





“Currency Agreement”





“Defaulting Lender” subsection 2.12B








10








provided





“Deposit Account”





“Dollar”





“Dollar Equivalent”





Domestic Co-Borrower





“Domestic Obligor”





“Domestic Subsidiary”





“Domestic Subsidiary Guarantor”





“EDGAR Website”





“EEA Financial Institution” clauses (a) (b)





“EEA Member Country”





“EEA Resolution Authority”








11








“Eligible Assignee” provided





“Employee Benefit Plan”





“EMU Legislation”





“Energy Account”





“Energy Assets”





“Energy Sale”





Energy Sale SPA





“Environmental Claim”





“Environmental Laws” et seq. et seq. et seq.








12








et seq. et seq. et seq. et seq. et seq. et seq. et seq. et seq.





“ERISA”





“ERISA Affiliate” clause (i) clause (ii)





“ERISA Event” “reportable event”








13













“EU Bail-In Legislation Schedule”





“Euro”





“Eurocurrency Rate”





(a)  for any Interest Rate Determination Date with respect to an Interest Period for a Eurocurrency Rate Loan, the rate per annum equal to (i) the offered rate which the ICE Benchmark Administration (or any successor administrator of LIBOR rates) fixes as its LIBOR rate (“ICE LIBOR”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, (ii) if such rate is not available at such time for any reason, the rate per annum determined by Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period; and





(b)  for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) ICE LIBOR, at approximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by Administrative Agent to be the rate at which deposits in Dollars for delivery on such date in Same Day Funds in the approximate amount of the Base Rate Loan being made, continued or converted by Citizens and with a term equal to one month would be offered to major banks in the London interbank eurodollar market at approximately 11:00 a.m., London time determined two Business Days prior to such date at their request at the date and time of determination.










“Eurocurrency Rate Loans” clause (a) subsection 2.2A





“Eurocurrency Rate Margin” subsection 2.2A





“Event of Default” Section 8





“Exchange Act”





Excluded Accounts








14














Excluded Swap Obligation





“Excluded Taxes”








15








“Existing Credit Agreement”





Existing Letter of Credit





“Facilities”





“Facility Office”





“Facility Termination Date”





“FATCA”





“Federal Funds Effective Rate”





“Fee Letter”





FerroPem





“Finance Lease”








16








Finance Lease Energy Assets





“Financial Officer”





“First Priority” subsection 7.2A subsection 7.2A





“Fiscal Quarter”





“Fiscal Year”





“Flood Hazard Property”





Foreign Co-Borrower





“Foreign Co-Borrower Sublimit”





“Foreign Collateral Documents”





“Foreign Corporation”





“Foreign Lender”





“Foreign Obligor”





“Foreign Subsidiary”





“Foreign Subsidiary Guarantor”








17








“Foreign Subsidiary Guaranty” subsection 6.8





“French Collateral Documents”





French Energy Assets





“French Guaranty”





French Hydro-electric Sale





“French Loan Party”





French Subsidiary





“Fronting Exposure”





“Fund”





“Funding and Payment Office” Schedule 10.8





“Funding Date”








18








Funds Transfer and Deposit Account Liability





“GFA SAU”





“Globe”





“Globe Foreign Subsidiary”





“Governing Body”





“Government Authority”





“Governmental Authorization”





“Granting Lender” subsection 10.1B(iv)





“Guaranties”





“Hazardous Materials”








19













“Hazardous Materials Activity”





“Hedge Agreement”





“Hedge Counterparty”





“HM Revenue & Customs”





“IFRS”





“Increased Amount Date” subsection 2.10





“Incremental Amount” subsection 2.10





“Incremental Assumption Agreement”





“Incremental Revolving Lender”





“Incremental Revolving Loan Commitment” subsection 2.10





“Incremental Revolving Loan Commitment Termination Date”





“Incremental Revolving Loans” subsection 2.1A(iv) subsection 2.10








20








“Incremental Term Lender”





“Incremental Term Loan Commitment” subsection 2.10





“Incremental Term Loan Exposure”





“Incremental Term Loan Maturity Date”





“Incremental Term Loans” subsection 2.1A(iv)





“Indebtedness”





“Indemnified Liabilities” subsection 10.3





“Indemnified Taxes”





“Indemnitee” “Indemnitees” subsection 10.3





“Intellectual Property”





“Interest Payment Date” provided








21








“Interest Period” subsection 2.2B





“Interest Rate Agreement”





“Interest Rate Determination Date”





“Internal Control Event”





“Internal Revenue Code”





“Investment” plus





“IP Collateral”





“IP Filing Office”





“Issuing Lender”





“Joint Book Managers”





“Joint Lead Arrangers”








22








“Joint Venture”





“Judgment Currency” subsection 10.21





“Lender” “Lenders” subsection 10.1 provided





“Letter of Credit” “Letters of Credit”  subsection 3.1





“Letter of Credit Expiration Date”





“Letter of Credit Usage” plus subsection 3.3B





“Lien”





“Liquidity” plus





“Loan” “Loans” subsection 2.1A





“Loan Documents” Section 2.11





“Loan Party” “Loan Parties”





“Margin Stock”








23








“Material Adverse Effect”





“Material Domestic Subsidiary”





“Material Event” provided





“Material Foreign Subsidiary”





“Material Subsidiary”





“Maturity Date”





“Maximum Rate” subsection 2.2G





“Moody’s”





“Mortgage”





“Mortgaged Property”





“Multiemployer Plan”





“Non-Consenting Lender” subsection 2.9





“Non-Defaulting Lender”





“Notes”





“Notice of Borrowing” Exhibit I








24








“Notice of Conversion/Continuation” Exhibit II





“Obligations”





“OFAC”





“Officer”





“Officer’s Certificate”





“OID” subsection 2.10B





“Organizational Documents”





“Other Loan Exposure”





“Other Revolving Loans” subsection 2.10





“Other Taxes”





“Outstanding Amount”








25













“Overnight Rate”





“Participant” subsection 10.1 C





“Participating Member State”





“Patriot Act”





“PBGC”





“Pension Plan” Plan





“Pensions Act 2004”





“Permitted Acquisition” clause (vi) subsection 7.3





Permitted Additional Indebtedness





“Permitted Encumbrances”





(i)  Liens for taxes, assessments or governmental charges or claims the payment of which is not, at the time, required by subsection 6.3;





(ii)  statutory Liens of landlords, Liens of collecting banks under the UCC on items in the course of collection, statutory Liens and rights of set-off of banks, statutory Liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law, in each case incurred in the ordinary course of business (a) for amounts not yet overdue or (b) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five (5) days)








26













(iii)  deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security (excluding, however, any Liens imposed by ERISA), or to secure liability to insurance carriers under insurance or self-insurance arrangements, the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds, or in connection with the payment of the exercise price and withholding taxes in respect of the exercise by employees of stock options, and other similar obligations (exclusive of obligations for the payment of borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any material portion of the Collateral on account thereof;





(iv)  any attachment or judgment Lien not constituting an Event of Default under subsection 8.8;





(v)  licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties and not interfering in any material respect with the ordinary conduct of the business of Company or any of its Subsidiaries and licenses permitted under subsection 7.7 hereof;





(vi)  easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of Company or any of its Subsidiaries;





(vii)  any (a) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (b) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (c) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (b) , so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease;





(viii)  Liens arising from filing UCC financing statements relating solely to leases not prohibited by this Agreement;





(ix)  Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;





(x)  any zoning or similar law or right reserved to or vested in any Government Authority to control or regulate the use of any real property;





(xi)  Liens granted pursuant to the Collateral Documents;





(xii)  Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of Company and its Subsidiaries; and





(xiii)  any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of, or assets owned by, any Joint Venture as set forth in the joint venture (or similar) agreement of such Joint Venture.








27








Permitted Holders





“Permitted Refinancings” “Permitted Refinancing Indebtedness” “Refinance” provided provided further clauses (i) (ii) (iii) “Permitted Additional Indebtedness”





“Person”





“Platform”





“Potential Event of Default”





“Prime Rate”





“Pro Forma Basis”








28













“Pro Forma Compliance” subsections 7.6A, 7.6B 7.6C





“Pro Rata Share” dividing subsection 10.1





“Proceedings”





“Real Property Asset”





“Refunded Swing Line Loans” subsection 2.1A(iii)





“Register” subsection 2.1D





“Reimbursement Date” subsection 3.3B





“Related Parties” subsection 9.1A





“Release”








29








“Relevant Jurisdiction”





“Request for Issuance”





“Requirement of Law”





“Requisite Lenders” provided subsection 2.12





“Restricted Junior Payment”





“Revaluation Date” subsection 2.1








30








“Revolver Intercompany Loan Agreement”





“Revolving Lender”





“Revolving Loan Commitment” subsections 2.1A(ii) (iv) “Revolving Loan Commitments”





“Revolving Loan Commitment Amount”





“Revolving Loan Commitment Termination Date” provided





“Revolving Loan Exposure” plus plus plus plus





“Revolving Loans” subsections 2.1A(ii) (iv)





“Revolving Notes” subsection 2.1E Exhibit III





“S&P”





“Same Day Funds”





“Sanctioned Country”





Sanctioned Person








31








http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, http://eeas.europa.eu/cfsp/sanctions/consol-list_en.htm





“Sanctions Laws”





“Second Amendment Effective Date”





“Secured Cash Management Agreement” Section 6 7





“Secured Hedge Agreement” Section 6 7





“Secured Parties”





“Securities”





“Securities Account”








32








“Securities Act”





“Security Agreement” Exhibit X





“Senior Note Indenture”





“Senior Notes”





“Significant Subsidiary”





“Solvent”





“Spanish Collateral Documents”





“Spanish Companies Law”





“Spanish Energy Assets”








33








“Spanish Guaranty”





“Spanish Subsidiary” Section 6.8A





“SPC” subsection 10.1B(iv)





“Special Notice Currency”





“Spot Rate”





“Standby Letter of Credit”





“Subject Lender” subsection 2.9





“Subsidiary”





“Subsidiary Guarantor”





“Subsidiary Guaranty” subsection 6.8 subsection 6.8 Exhibit IX





“Supplemental Collateral Agent” subsection 9.1B





“Swap Obligations”








34








“Swing Line Lender”





“Swing Line Loan Commitment” subsection 2.1A(iii)





“Swing Line Loans” subsection 2.1A(iii)





“Swing Line Note” subsection 2.1E Exhibit IV





“Syndication Agent”





“Synthetic Lease Obligation”





“TARGET Day”





“Tax” “Taxes”





“Third Amendment Effective Date”





“Total Utilization of Revolving Loan Commitments” plus plus





“UCC”





“Unasserted Obligations”





“UK Borrower”





“UK Borrower DTTP Filing”








35













“U.K. Collateral Documents”





UK CTA





UK ITA





UK Qualifying Lender





(i)  a Lender: (a) which is a bank (as defined for the purpose of section 879 of the UK ITA) making an advance under this Agreement and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the UK CTA; or (b) in respect of an advance made under this Agreement by a person that was a bank (as defined for the purpose of section 879 of the UK ITA) at the time that advance was made and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or





(ii)  a Lender which is: (a) a company resident in the United Kingdom for United Kingdom tax purposes; (b) a partnership each member of which is a company so resident in the United Kingdom or a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the UK CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the UK CTA; or (c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the UK CTA) of that company; or





(iii)  a UK Treaty Lender.





UK Tax Confirmation





UK Treaty Lender





(i)  is treated as a resident of a UK Treaty State for the purposes of the Relevant Treaty;





(ii)  does not carry on a business in the United Kingdom through a permanent establishment through which that Lender’s participation in the Loans is effectively connected; and








36








(iii)  fulfils any conditions which must be fulfilled under the double taxation agreement for residents of that Treaty State to obtain full exemption from United Kingdom taxation on interest payable to that Lender in respect of an advance under this Agreement.





UK Treaty State Relevant Treaty





“Voting Defaulting Lender” clause (e)





“Write-Down and Conversion Powers”





1.2  Accounting Terms; Utilization of IFRS for Purposes of Calculations Under Agreement





clauses (ii) (iii) (v) (xii) subsection 6.1 subsection 6.1(v) subsection 5.3 subsection 6.1(v)





Financial Instruments: Recognition and Measurement





1.3  Other Definitional Provisions and Rules of Construction





A.








37








B.





C.





D.





E.





F.





1.4  Exchange Rates; Currency Equivalents





A.





B.








38













C.  For purposes of determining compliance as of any date with the definition of Material Event or Sections 7.1, 7.2, 7.3, 7.4, 7.5, 7.7, 8.2 or 8.8 (other than for purposes of calculating the Consolidated Net Leverage Ratio or Consolidated Secured Net Leverage Ratio, as used in any such Section, which shall be calculated in accordance with the definition thereof), the amount of any incurrence of indebtedness, investment, asset disposition, restricted payment or other applicable transaction (each a “ Subject Transaction ”) shall be the Dollar Equivalent of such amount as of Subject Transaction.  No Potential Event of Default or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in Section 7.1, 7.2, 7.3, 7.4, 7.5, 7.7, 8.2 or 8.8  being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the date of such Subject Transaction.





1.5  Additional Alternative Currencies





A.  provided





B.





C.  subsection 1.5








39








1.6  Change of Currency





A.





B.










1.7  Letter of Credit Amounts





provided





SECTION 2.





2.1  Commitments; Making of Loans; the Register; Optional Notes





A.  Commitments. subsections 2.1A(ii) 2.1A(iv) subsection 2.1A(iii)





(i)  [Intentionally omitted].





(ii)  Revolving Loans.  Each Revolving Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to








40








subsection 2.4B(ii) Section 8 subsection 2.5B Schedule 2.1A provided subsection 10.1B subsection 2.4B subsection 2.1A(ii)





plus plus





(iii)  Swing Line Loans.





(a)  General Provisions.  Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this subsection 2.1A(iii) and subject to the limitations set forth in the last paragraph ofsubsection 2.1A(ii) and set forth below with respect to the maximum amount of Swing Line Loans permitted to be outstanding from time to time, may in its sole discretion make a portion of the Revolving Loan Commitments available to Globe from time to time on any Business Day from and including the Closing Date to the earliest of (1) the Revolving Loan Commitment Termination Date, (2) the date of the termination of the Revolving Loan Commitments pursuant to subsection 2.4B(ii) and (3) the date of the termination of the commitment of each Revolving Lender to make Revolving Loans and Issuing Lender to issue, increase or extend Letters of Credit pursuant to Section 8, by making Swing Line Loans to Globe in Dollars in an aggregate amount not exceeding the amount of the Swing Line Loan Commitment to be used for the purposes identified in subsection 2.5B, notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender’s








41








provided subsection 2.4 subsection 2.1A(iii)





(b)  Swing Line Loan Prepayment with Proceeds of Revolving Loans. With respect to any Swing Line Loans that have not been voluntarily prepaid by Globe pursuant to subsection 2.4B(i), Swing Line Lender may, at any time in its sole discretion, deliver to Administrative Agent (with a copy to Globe), no later than 11:00 A.M. (New York City time) on the proposed Funding Date, a notice (which shall be deemed to be a Notice of Borrowing given by Globe) requesting Revolving Lenders to make Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given.  Globe hereby authorizes the giving of any such notice and the making of any such Revolving Loans.  Each Revolving Lender shall make an amount equal to its Pro Rata Share of the Refunded Swing Line Loans to Administrative Agent in immediately available funds at the Funding and Payment Office for Dollar-denominated payments not later than 1:00 P.M. (New York City time) on the Funding Date, whereupon, subject to subsection 2.1A(iii)(c), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to Globe in such amount.  Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by Revolving Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to Globe) and applied (and Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note, if any, of Swing Line Lender but shall instead constitute part of Swing Line Lender’s outstanding Revolving Loans and shall be due under the Revolving Note, if any, of Swing Line Lender.  Globe hereby authorizes Administrative Agent and Swing Line Lender to charge Globe’s accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Revolving Lenders, including the Revolving Loan deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans.  Administrative Agent shall promptly notify Globe of any such charges.  If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Globe from Swing Line Lender in








42








subsection 10.5





(c)  Swing Line Loan Participations. On the Funding Date of each Swing Line Loan, each Revolving Lender shall be deemed to, and hereby agrees to, purchase a risk participation in such Swing Line Loan in an amount equal to its Pro Rata Share.  If for any reason (1) Revolving Loans are not made upon the request of Swing Line Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of such Swing Line Loan or (2) the Revolving Loan Commitments are terminated at a time when such Swing Line Loan is outstanding, the request for Revolving Loans that are Base Rate Loans submitted by the Swing Line Lender pursuant to subsection 2.1A(iii)(b) shall be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to Administrative Agent for the account of the Swing Line Lender pursuant to subsection 2.1A(iii)(b) shall be deemed payment in respect of such participation (such Revolving Lender’s Pro Rata Share calculated, in the case of the foregoing clause (2), immediately prior to such termination of the Revolving Loan Commitments).  In the event any Revolving Lender fails to make available to Swing Line Lender any amount as provided in subsections 2.1A(iii)(b) and (c), Swing Line Lender shall be entitled to recover (acting through Administrative Agent) such amount on demand from such Revolving Lender together with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the applicable Overnight Rate from time to time in effect and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing.  If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Refunded Swing Line Loan or funded participation in the relevant Swing Line Loan as the case may be.  In the event Swing Line Lender receives a payment of any amount with respect to which other Revolving Lenders have funded the purchase of risk participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Revolving Lender its Pro Rata Share of such payment.  A certificate of the Swing Line Lender submitted to any Revolving Lender (through Administrative Agent) with respect to any amounts owing under this paragraph shall be conclusive absent manifest error.





(d)  Revolving Lenders’ Obligations.  Anything contained herein to the contrary notwithstanding, each Revolving Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to subsection 2.1A(iii)(b) and each Revolving Lender’s obligation to purchase and fund a risk participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against Swing Line Lender, Company or any other Person for any reason whatsoever; (2) the occurrence or continuation of an Event of Default or a Potential Event of Default; (3) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; (4) any breach of this Agreement or any other Loan Document








43








provided subsection 2.1A(ii) Section 4 subsection 10.6





(e)  Interest for Account of Swing Line Lender.  The Swing Line Lender shall be responsible for invoicing Globe for interest on Swing Line Loans.  Until each Revolving Lender funds its Revolving Loan or risk participation pursuant to this subsection 2.1A(iii) to refinance such Revolving Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.





(f)  Payments Directly to Swing Line Lender.  Globe shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.





(iv)  Each Lender having an Incremental Term Loan Commitment or an Incremental Revolving Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans and/or Incremental Revolving Loans to Company, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as the case may be.





B.  Borrowing Mechanics. subsection 2.1A(iii) subsection 3.3B provided clauses (i) (ii) (iii) subsection 2.2D








44








subsection 2.1B provided





subsection 2.1B subsection 2.2D subsection 2.2D





subsections 2.6B 2.6C 2.6D 2.6G










C.  Disbursement of Funds subsection 2.12 subsection 2.1B subsection 2.1A(ii) Section 4 subsection 2.1A(iii) subsection 3.3B subsections 4.1 4.2








45








provided however first second





subsection 2.1C





D.  The Register. subsection 10.3 subsection 10.8 “Register”








46













E.  Optional Notes. subsection 10.1 Exhibit III Exhibit IV





2.2  Interest on the Loans





A.  Rate of Interest. subsections 2.2E 2.2G 2.6 2.7 subsection 2.7 subsection 2.1B subsection 2.1B subsection 2.2D subsection 2.1B





(i)  Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows:





(a)  if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the applicable Consolidated Net Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv); or





(b)  if a Eurocurrency Rate Loan, then at the sum of the Eurocurrency Rate plus the Eurocurrency Rate Margin set forth in the table below opposite the applicable Consolidated Net Leverage Ratio for the four Fiscal Quarter period for which the applicable Compliance Certificate has been delivered pursuant to subsection 6.1(iv) :








47








Consolidated Net Leverage Ratio
Eurocurrency

Rate Margin/

Letter of Credit

Fee
Base Rate

MarginGreater than or equal to 2.50:1.00
2.50%
1.50%Greater than or equal to 2.00:1.00

but less than 2.50:1.00
2.25%
1.25%Greater than or equal to 1.00:1.00

but less than 2.00:1.00
2.00%
1.00%Less than 1.00:1.00
1.50%
0.50%








provided





(ii)  [Intentionally omitted].





(iii)  Upon delivery of the Compliance Certificate by Company to Administrative Agent pursuant to subsection 6.1(iv), the Base Rate Margin and the Eurocurrency Rate Margin shall automatically be adjusted in accordance with such Compliance Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Compliance Certificate (subject to the provisions of the foregoing clause (i)); provided that, if at any time a Compliance Certificate is not delivered at the time required pursuant to subsection 6.1(iv), from the time such Compliance Certificate was required to be delivered until the Business Day next succeeding delivery of such Compliance Certificate, the applicable margins shall be the maximum percentage amount for Loans set forth above.





subsection 2.2E 3.2 3.3B Section 8








48













(iv)  Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the sum of the Base Rate plus the applicable Base Rate Margin.





(v)  Subject to the provisions of subsections 2.2E, 2.2G and 2.7, Incremental Term Loans and Incremental Revolving Loans shall bear interest through maturity at the rates specified in the applicable Incremental Assumption Agreements.





B.  Interest Periods. “Interest Period” provided





(i)  the initial Interest Period for any Eurocurrency Rate Loan shall commence on the Funding Date in respect of such Loan, in the case of a Loan initially made as a Eurocurrency Rate Loan, or on the date specified in the applicable Notice of Conversion/Continuation, in the case of a Base Rate Loan converted to a Eurocurrency Rate Loan;





(ii)  in the case of immediately successive Interest Periods applicable to a Eurocurrency Rate Loan continued as such pursuant to a Notice of Conversion/Continuation, each successive Interest Period shall commence on the day on which the next preceding Interest Period expires;





(iii)  if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that, if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;





(iv)  any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (v) of this subsection 2.2B , end on the last Business Day of the calendar month at the end of such Interest Period;





(v)  no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Loan Commitment Termination Date, no Interest Period with respect to any portion of any Incremental Term Loans shall extend beyond the applicable Incremental Term Loan Maturity Date and no Interest Period with respect to any portion of any Incremental Revolving Loan shall extend beyond the applicable Incremental Revolving Loan Commitment Termination Date;





(vi)  [Intentionally omitted];





(vii)  there shall be no more than ten (10) Interest Periods outstanding at any time; and





(viii)  in the event the applicable Borrower fails to specify an Interest Period for any Eurocurrency Rate Loan in the applicable Notice of Borrowing or Notice of








49













C.  Interest Payments. subsection 2.2E





D.  Conversion or Continuation. of subsection 2.6 provided





subsection 2.7





subsection 2.2D provided








50








E.  Default Rate. subsections 8.1 8.6 8.7 subsection 2.2E





F.  Computation of Interest. provided subsection 2.4C(i)





G.  Maximum Rate. “Charges” “Maximum Rate” provided








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2.3  Fees





A.  Revolving Loan Commitment Fees. Commitment Fee plus multiplied subsection 6.1(iv)





Consolidated Net Leverage Ratio
Commitment

FeeGreater than or equal to 2.50:1.00
0.40%Greater than or equal to 2.00:1.00

but less than 2.50:1.00
0.35%Greater than or equal to 1.00:1.00

but less than 2.00:1.00
0.30%Less than 1.00:1.00
0.25%





provided





B.  Other Fees.





2.4  Repayments, Prepayments and Reductions of Revolving Loan Commitment Amount; General Provisions Regarding Payments; Application of Proceeds of Collateral and Payments Under Guaranties





A.  Repayment of Loans.





(i)  [Intentionally omitted].





(ii)  Scheduled Payments of Incremental Term Loans. In the event that any Incremental Term Loans are made on an Increased Amount Date, Company shall repay such Incremental Term Loans on the dates and in the amounts set forth in the Incremental Assumption Agreement.








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(iii)  Revolving Loans. Borrowers shall repay to the Revolving Credit Lenders on the Revolving Loan Commitment Termination Date the aggregate principal amount of all Revolving Loans outstanding on such date.





(iv)  Incremental Revolving Loans. In the event that any Incremental Revolving Loans are made on an Increased Amount Date, Company shall repay such Incremental Revolving Loans on the Incremental Revolving Loan Commitment Termination Date.





(v)  Swing Line Loans. Globe shall repay each Swing Line Loan on the earlier to occur of (a) the date ten (10) Business Days after such Loan is made and (b) the Revolving Loan Commitment Termination Date.





B.  Prepayments and Reductions in Revolving Loan Commitment Amount.





(i)  Voluntary Prepayments. The Borrowers may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (New York City time) on the date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time and from time to time prepay any Swing Line Loan on any Business Day in whole or in part in an aggregate minimum amount of $500,000 in the case of Base Rate Loans and 1,000,000 in the case of Eurocurrency Rate Loans and multiples of $500,000 in excess of that amount.  A Borrower may, upon (i) not less than one (1) Business Day’s prior written or telephonic notice, in the case of Base Rate Loans, (ii) three (3) Business Days’ prior written or telephonic notice in the case of Eurocurrency Rate Loans denominated in Dollars and (iii) four (4) Business Days’ (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior written or telephonic notice in the case of Eurocurrency Rate Loans denominated in an Alternative Currency, and in each case given to Administrative Agent by 12:00 Noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of such prepayment, at any time and from time to time prepay any Revolving Loans outstanding in favor of such Borrower on any Business Day in whole or in part in an aggregate minimum amount of $500,000 in the case of Base Rate Loans and $1,000,000 in the case of Eurocurrency Rate Loans and multiples of $500,000 in excess of that amount.  Notice of prepayment having been given as aforesaid, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein;provided that if such notice is given in connection with a refinancing of all Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by Company if such condition is not satisfied, subject to the provisions ofSection 2.7.  Any such voluntary prepayment shall be applied as specified in subsection 2.4B(iv).





(ii)  Voluntary Reductions of Revolving Loan Commitments. Company may, upon not less than three (3) Business Days’ (or such shorter period as approved by Administrative Agent) prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount, unless the Revolving Loan Commitment is reduced to equal the Total Utilization of Revolving Loan Commitments, shall be in an aggregate minimum amount of $1,000,000 and multiples of








53








subsection 2.4B(iv)





(iii)  Mandatory Prepayments. The Loans shall be prepaid in the amounts and under the circumstances set forth below, all such prepayments to be applied as set forth below or as more specifically provided in subsection 2.4B(iv) andsubsection 2.4D:





(a)  [Intentionally omitted].





(b)  [Intentionally omitted].





(c)  [Intentionally omitted].





(d)  [Intentionally omitted].





(e)  Prepayments Due to Reductions or Restrictions of Revolving Loan Commitment Amount. The Borrowers shall from time to time prepay first the Swing Line Loans and second the Revolving Loans (and, after prepaying all Revolving Loans, Cash Collateralize any outstanding Letters of Credit by depositing the requisite amount in the Collateral Account) to the extent necessary so that the Total Utilization of Revolving Loan Commitments (less any outstanding Letters of Credit that have been Cash Collateralized) shall not at any time exceed the Revolving Loan Commitment Amount then in effect.  At such time as the Total Utilization of Revolving Loan Commitments shall be equal to or less than the Revolving Loan Commitment Amount, if no Event of Default has occurred and is continuing, to the extent any Cash Collateral was provided by the Borrowers and has not been applied to any Obligations as provided in the Security Agreement, such amount shall, at the request of Company, be released to the applicable Borrowers in accordance with subsection 2.11.





(f)  Prepayments Due to Exchange Rate Fluctuations. (i) If Administrative Agent notifies Company at any time that the Total Utilization of Revolving Loan Commitments (less any outstanding Letters of Credit that have been Cash Collateralized) at such time exceeds an amount equal to 105% of the Revolving Loan Commitments then in effect, then, within five (5) Business Days after receipt of such notice, the applicable Borrower shall prepay its respective Revolving Loans and/or Cash Collateralize its respective Letter of Credit Usage in an aggregate amount sufficient to reduce the Total Utilization of Revolving Loan Commitments (less any outstanding Letters of Credit that have been Cash Collateralized) as of such date of payment to an amount not to exceed 100% of the Revolving Loan Commitment Amount then in effect; provided, however, that, subject to the provisions of subsection 2.11, the Borrowers shall not be required to Cash Collateralize the Letter of Credit Usage pursuant to this subsection 2.4B(iii)(f) unless after the prepayment in full of the Revolving Loans the Total Utilization of








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clauses (i), (ii) (iii)





(iv)  Application of Prepayments and Unscheduled Reductions of Revolving Loan Commitment Amount.





(a)  Application of Voluntary Prepayments by Type of Loans and Order of Maturity. Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by the applicable Borrower in the applicable notice of prepayment; provided that in the event such Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied first, if applicable, to repay such Borrower’s outstanding Swing Line Loans to the full extent thereof (without a corresponding reduction of the Revolving Loan Commitment Amount), and second to repay such Borrower’s outstanding Revolving Loans to the full extent thereof.





(b)  Application of Mandatory Prepayments by Type of Loans.  Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans pursuant to subsections 2.4B(iii)(e) shall be applied first to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof, andsecond, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof.





(c)  [Intentionally omitted].





(d)  Application of Prepayments to Base Rate Loans and Eurocurrency Rate Loans. Considering Incremental Term Loans, Incremental Revolving Loans and








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subsection 2.6D provided however subsection 2.4B(iv)





Section 2.4





C.  General Provisions Regarding Payments.





(i)  Manner and Time of Payment.  Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all payments by any Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day.  Except as otherwise expressly provided herein, all payments by any Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of which the applicable Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Agreement be made in the United States.  If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrowers shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount.










(ii)  Application of Payments to Principal and Interest.  All payments in respect of the principal amount of any Loan shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments shall be applied to the payment of interest before application to principal.








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(iii)  Apportionment of Payments.  Except as otherwise provided in subsection 2.12, aggregate principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender.  Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2.  Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.





(iv)  Payments on Business Days.  Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder, as the case may be.





(v)  Notation of Payment.  Each Lender agrees that before disposing of any Note held by it, or any part thereof (other than by granting participations therein), that Lender may make a notation thereon of all Loans evidenced by that Note and all principal payments previously made thereon and of the date to which interest thereon has been paid; provided that the failure to make (or any error in the making of) a notation of any Loan made under such Note shall not limit or otherwise affect the obligations of the Borrowers hereunder or under such Note with respect to any Loan or any payments of principal or interest on such Note.





D.  Application of Proceeds of Collateral and Payments after Event of Default. Section 8 subsections 2.11 2.12








57








(i)  to the payment of all costs and expenses of such sale, collection or other realization, all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which Administrative Agent is entitled to compensation (including the fees described in subsection 2.3 and reasonable and documented compensation to Administrative Agent’s sub-agents and counsel), reimbursement and indemnification under any Loan Document and all advances made by Administrative Agent thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by Administrative Agent in connection with the Loan Documents, all in accordance with subsections 9.4, 10.2 and 10.3 and the other terms of this Agreement and the Loan Documents;





(ii)  thereafter, to the payment of all other Obligations of the applicable Borrower and obligations of the Loan Parties under any Secured Cash Management Agreement and Secured Hedge Agreement for the ratable benefit of the holders thereof (subject to the provisions of subsection 2.4C(iii) hereof); and





(iii)  thereafter, to the payment to or upon the order of such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.





Section 9





2.5  Use of Proceeds





A.  [Intentionally omitted].





B.  Revolving Loans; Swing Line Loans. provided however





C.  Margin Regulations.








58













2.6










A.  Determination of Applicable Interest Rate.





B.  Inability to Determine Applicable Interest Rate. clause (c) clause (ii) clauses (a) (b)





C.  Illegality or Impracticability of Eurocurrency Rate Loans.








59








clauses (a) (b) “Affected Loans” subsection 2.6D subsection 2.6C













60








subsection 2.6D





D.  Compensation for Breakage or Non-Commencement of Interest Periods. subsection 2.8 subsection 2.6C subsection 2.9





E.  Booking of Eurocurrency Rate Loans.





F.  Assumptions Concerning Funding of Eurocurrency Rate Loans. subsection 2.6 subsection 2.7A





G.  Eurocurrency Rate Loans After Default. subsection 2.6D subsection 4.2





2.7





A.  Compensation for Increased Costs.








61













(i)  subjects such Lender to any additional tax of any kind whatsoever with respect to this Agreement or any of its obligations hereunder (including with respect to issuing or maintaining any Letters of Credit or purchasing or maintaining any participations therein or maintaining any Commitment hereunder) or any payments to such Lender of principal, interest, fees or any other amount payable hereunder (except for the imposition of, or any change in the rate of, any Indemnified Taxes (to the extent governed by Section 2.7B) and any Excluded Tax payable by such Lender);





(ii)  imposes, modifies or holds applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurocurrency Rate Loans made by it that are reflected in the definition of Eurocurrency Rate); or





(iii)  [reserved]; or





(iv)  imposes any other condition (other than with respect to Taxes) on or affecting such Lender or its obligations hereunder or the applicable interbank market;





subsection 2.8A subsection 2.7A provided subsection 2.7A





B.  Taxes.





(i)  Payments to Be Free and Clear.  Any and all payments by or on account of any obligation of a Borrower under this Agreement and the other Loan Documents shall to the extent permissible under applicable law be made free and clear of, and without any deduction or withholding on account of, any Indemnified Taxes or Other Taxes.  Without limiting or duplicating the foregoing, the applicable Borrower shall timely pay any Other Taxes to the relevant Government Authority in accordance with applicable laws.








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(ii)  Grossing-up of Payments.  If a Borrower or any other Person is required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by such Borrower to Administrative Agent or any Lender under any of the Loan Documents:





(a)  the applicable Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as such Borrower becomes aware of it;





(b)  the applicable Borrower, or other Person, as the case may be, shall timely pay any such Tax to the relevant Government Authority when such Tax is due, in accordance with applicable law;





(c)  unless such Tax is an Excluded Tax, the sum payable by the applicable Borrower shall be increased to the extent necessary to ensure that, after making the required deductions (including deductions applicable to additional sums payable under this subsection 2.7B(ii)), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to the sum it would have received had no such deduction been required or made; and





(d)  within 30 days after paying any sum from which it is required by law to make any such deduction, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, the applicable Borrower shall deliver to Administrative Agent the original or a certified copy of an official receipt or other document satisfactory to the other affected parties to evidence the payment and its remittance to the relevant Government Authority.





(iii)  A payment shall not be increased under subsection (ii) above by reason of a deduction or withholding on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due: (1) the payment could have been made to the relevant Lender without such deduction or withholding if that Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any Change in Law; or (2) the relevant Lender is a UK Qualifying Lender solely by virtue of sub-paragraph (ii) of the definition of UK Qualifying Lender and an officer of HM Revenue & Customs has given (and not revoked) a direction under section 931 of the UK ITA which relates to the payment, that Lender has received from the relevant Borrower a certified copy of that direction and the payment could not have been made to that Lender without such deduction or withholding had that direction not been given; or (3) the relevant Lender is a UK Qualifying Lender solely by virtue of sub-paragraph (ii) of the definition of UK Qualifying Lender, the relevant Lender has not given a UK Tax Confirmation to the Borrowers, or has not notified the Borrowers of any material change in position from that set out in the UK Tax Confirmation, and the payment could have been made to that Lender without such deduction or withholding had that Lender given a UK Tax Confirmation to the Borrowers on the basis that the UK Tax Confirmation would have enabled the Borrowers to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the UK ITA; or (4) the relevant Lender is a UK Treaty Lender and the relevant Borrower is able to demonstrate that the payment could have been made to that Lender without such deduction or withholding had that Lender complied with its obligations under subsections (iv) and (v) below.





(iv)  Subject to subsection (v), a UK Treaty Lender and the Borrowers shall co-operate in completing any procedural formalities necessary for any relevant Borrower to obtain








63













(v)  (1) A UK Treaty Lender which becomes a party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in writing to the Borrowers upon entering into this Agreement; and (2) a Lender which becomes a party after the date of this Agreement that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in writing to the Borrowers upon becoming a party to this Agreement.





(vi)  If a Lender has confirmed its scheme reference number and jurisdiction of tax residence in accordance with subsection (v) and: (1) a relevant UK Borrower has not made a UK Borrower DTTP Filing in respect of that Lender; or (2) a relevant UK Borrower has made a UK Borrower DTTP Filing in respect of that Lender, but: (a) that UK Borrower DTTP Filing has been rejected by HM Revenue & Customs; (b) HM Revenue & Customs has not given the relevant UK Borrower authority to make payments to that Lender without deduction or withholding within 30 Business Days of the date of the UK Borrower DTTP Filing; or (c) HM Revenue & Customs gave but subsequently withdrew authority for the relevant UK Borrower to make payments to that Lender without deduction or withholding or such authority has otherwise terminated or expired, and in each case, the relevant UK Borrower has notified that Lender in writing, that Lender and the relevant UK Borrower shall co-operate in completing any additional procedural formalities necessary for that UK Borrower to obtain authorization to make payments to that Lender without deduction or withholding on account of Tax imposed by the United Kingdom.





(vii)  Indemnification by the Borrowers.





(a)  The Borrowers shall indemnify Administrative Agent and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including for the full amount of any Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this subsection 2.7B(vii)) paid by Administrative Agent or such Lender, as the case may be, and any penalties and interest arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Government Authority (and, upon paying such amount, the Borrowers shall be subrogated to the claims of the Administrative Agent and Lenders with respect to any such amount that was not correctly or legally imposed).  A certificate as to the amount of such payment or liability and the basis for and calculation thereof delivered to the applicable Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.





(b)  Without limiting the provisions of the foregoing, each Lender shall, and does hereby, indemnify the Borrowers and Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrowers or Administrative Agent) incurred by or asserted against a Borrower or Administrative Agent by any Government Authority as a result of the failure by such Lender to deliver,








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subsection 2.7B(viii) clause (b) clause (b)





(c)  Notwithstanding anything in subsection 10.3 to the contrary, the provisions of subsection 2.7B shall be controlling with respect to a Borrower’s indemnification and other obligations in respect of Taxes except with respect to stamp, documentary and similar taxes.





(viii)  Tax Status of Lenders.  Unless not legally entitled to do so:





(a)  any Lender shall deliver such forms or other documentation prescribed by applicable law or reasonably requested by a Borrower or Administrative Agent as will enable such Borrower or Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements;





(b)  without prejudice to subsections 2.7B(iii)-(vi), any Lender that is entitled to an exemption from or reduction of any Tax with respect to payments hereunder or under any other Loan Document shall deliver to the applicable Borrower and Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter, as may be necessary in the determination of such Borrower or Administrative Agent, each in the reasonable exercise of its discretion), such properly completed and duly executed forms or other documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding;





(c)  without limiting the generality of the foregoing, in the event that a Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to such Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter, as may be necessary in the determination of such Borrower or Administrative Agent, each in the reasonable exercise of its discretion), whichever of the following is applicable:





(1)  properly completed and duly executed copies of Internal Revenue Service Form W-8BEN (or any successor forms) claiming eligibility for benefits of an income tax treaty to which the United States is a party,





(2)  properly completed and duly executed copies of Internal Revenue Service Form W-8ECI (or any successor forms),





(3)  in the case of a Foreign Lender claiming the benefits of the “portfolio interest” exemption under Section 871(h) or 881(c) of the Internal Revenue Code, (A) a statement substantially in the form of Exhibit XII-1, XII-2,








65













(4)  properly completed and duly executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in any Tax,










(d)  without limiting the generality of the foregoing, in the event that a Borrower is resident for tax purposes in the United States, any Lender that is not a Foreign Lender and has not otherwise established to the reasonable satisfaction of such Borrower and Administrative Agent that it is an exempt recipient (as defined in Section 6049(b)(4) of the Internal Revenue Code and the United States Treasury Regulations thereunder) shall deliver to such Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter as prescribed by applicable law or upon the request of such Borrower or Administrative Agent), duly executed and properly completed copies of Internal Revenue Service Form W-9;





(e)  without limiting the generality of the foregoing, each Lender hereby agrees, from time to time after the initial delivery by such Lender of such forms, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respect, that such Lender shall promptly (1) deliver to Administrative Agent and the applicable Borrower two (2) original copies of renewals, amendments or additional or successor forms, properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish that such Lender is entitled to an exemption from or reduction of any Tax with respect to payments to such Lender under the Loan Documents and, if applicable, that such Lender does not act for its own account with respect to any portion of such payment, or (2) notify Administrative Agent and the applicable Borrower of its inability to deliver any such forms, certificates or other evidence;





(f)  In the event that Borrower is resident for tax purposes in the United States, any Agent that is organized under the laws of the United States, any state thereof or the District of Columbia shall deliver to Borrower on or prior to the date on which








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(g)  If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (h), "FATCA" shall include any amendments made to FATCA after the date of this Agreement; and





(h)  If any Lender, Administrative Agent or other recipient determines, in good faith, that it has received a refund of any Taxes paid or reimbursed by the Loan Parties, such recipient shall promptly pay to Borrower hereunder an amount equal to the refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Agreement with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses incurred in securing such refund by such recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that Borrower, upon the request of such recipient, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such recipient in the event such recipient is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this clause (i), in no event will any Lender, Administrative Agent or other recipient be required to pay any amount to Borrower pursuant to this clause (i) the payment of which would place such Lender, Administrative Agent or other recipient in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This paragraph shall not be construed to require such recipient to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Borrower or any other person.





C.  Capital Adequacy Adjustment.








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2.8  Statement of Lenders; Obligation of Lenders and Issuing Lender to Mitigate





A.  Statements. subsection 2.6D 2.7





B.  Mitigation.





subsection 2.7 subsection 2.7 provided subsection 2.8B subsection 2.6C section 2.7





2.9  Replacement of a Lender





subsection 2.8A subsection 2.7 “Non-Consenting Lender”








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subsection 2.10 subsection 10.6 “Subject Lender” subsection 2.8





provided subsections 2.6D 2.7 subsection 10.1B subsection 10.1B(i) subsection 10.1B subsection 2.7A subsection 2.7B subsection 2.9





2.10  Incremental Term Loan Commitments and Revolving Loan Commitments





A.  provided








69








“Increased Amount Date” “Other Revolving Loans”





B.  provided “OID”





C.  subsection 2.10 subsection 4.2 subsection 4.1








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D.





E.





2.11  Cash Collateral





A.  Certain Credit Support Events subsection 2.12A(iv)





B.  Grant of Security Interest subsection 2.11C





C.  Application. subsection 2.1 subsections 2.1A(iii) 3.1 2.12 Section 8





D.  Release








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subsection 10.1 provided subsection 2.11 subsection 2.4D





2.12  Defaulting Lenders





A.  Adjustments.





(i)  Waivers and Amendments.  That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in subsection 10.6.





(ii)  Reallocation of Payments.  Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant toSection 8 or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to subsection 10.4), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to Issuing Lender or Swing Line Lender hereunder; third, if so determined by Administrative Agent or requested by Issuing Lender or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the applicable Borrower may request (so long as no Potential Event of Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; fifth, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, Issuing Lender or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Issuing Lender or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Potential Event of Default or Event of Default exists, to the payment of any amounts owing to a Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided  that if (x) such payment is a payment of the principal amount of any Loans under any facility hereunder or drawings resulting in reimbursement obligations under a Letter of Credit in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or reimbursement obligations under a Letter of Credit which were not so funded were made at a time when the conditions set forth in subsection 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and reimbursement obligations under a Letter of Credit not so funded owed to, all Non-








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subsection 2.12A(ii)





(iii)  Certain Fees. That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to subsection 2.3A for any period during which that Lender is a Defaulting Lender (and Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in subsection 3.2.





(iv)  Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Revolving Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant tosubsections 3.3 and 2.1A(iii), respectively, the “Pro Rata Share” of each Non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Potential Event of Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Loan Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Loans of that Lender.





B.  Defaulting Lender Cure. subsection 2.12A(iv) provided provided further





2.13  Designation of Co-Borrower; Joint and Several Liability of the Borrowers





(i)  The Company may at any time and from time to time designate (a) any Material Domestic Subsidiary reasonably satisfactory to the Administrative Agent as a Domestic Co-Borrower, or (b) any Material Foreign Subsidiary reasonably satisfactory to the Administrative Agent as a Foreign Co-Borrower, in each case by delivery to the Administrative Agent of a Co-Borrower Joinder Agreement executed by such Subsidiary, the Company and the Administrative








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(ii)  Each of the Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them.  Each of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them.








2.14  Lender Status Confirmation





subsection 2.14 subsection 2.14





SECTION 3.








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3.1  Issuance of Letters of Credit and Lenders’ Purchase of Participations Therein





A.  Letters of Credit. subsection 3.1 subsection 3.1 provided





(i)  any Letter of Credit if, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitment Amount then in effect;





(ii)  any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed (a) with respect to all Letters of Credit, $25,000,000 or (b) with respect to all Letters of Credit denominated in Alternative Currencies, the Dollar Equivalent of $10,000,000;





(iii)  any Standby Letter of Credit having an expiration date later than the earlier of (a) the Letter of Credit Expiration Date and (b) the date which is one year from the date of issuance of such Standby Letter of Credit; provided that (i) any such Standby Letter of Credit may, at the election of the Company, be extended for one or more successive periods not to exceed one year each; provided, however, that in no event shall an expiration date of any Standby Letter of Credit so extended be later than the Revolving Loan Commitment Termination Date (unless such Letter of Credit is Cash Collateralized on or prior to the date that is fifteen days prior to the Revolving Loan Commitment Termination Date in a manner acceptable to Issuing Lender); (ii) such Standby Letter of Credit may not be extended if an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time of such extension and (iii) Standby Letters of Credit may have an expiration date later than the Letter of Credit Expiration Date to the extent such Letter of Credit is Cash Collateralized on or prior to the date that is fifteen days prior to the Letter of Credit Expiration Date in a manner acceptable to Issuing Lender;





(iv)  except as otherwise agreed by Administrative Agent and Issuing Lender, any Letter of Credit denominated in a currency other than Dollars or an Alternative Currency; or





(v)  any Letter of Credit in a requested currency, if Issuing Lender does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in such requested currency.





subsections 2.11 2.12 2.12








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B.  Mechanics of Issuance.





(i)  Request for Issuance.  Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Request for Issuance no later than 12:00 Noon (New York City time) at least three Business Days, or such shorter period as may be agreed to by Issuing Lender in any particular instance, in advance of the proposed date of issuance.  Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance. In furtherance of the provisions of subsection 10.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile or email and Administrative Agent and Issuing Lender may rely and act upon any such Request for Issuance without receiving an original signed copy thereof.  No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of Issuing Lender to which such demand for payment is required to be presented is located) on which such demand for payment is presented if such presentation is made after 12:00 Noon (in the time zone of such office of the Issuing Lender) on such business day.





(ii)  [Intentionally omitted].





(iii)  Issuance of Letter of Credit.  Upon satisfaction or waiver (in accordance with subsection 10.6) of the conditions set forth in subsection 4.3, Issuing Lender shall issue the requested Letter of Credit in accordance with Issuing Lender’s standard operating procedures.





(iv)  Notification to Revolving Lenders.  Upon the issuance of or amendment to any Letter of Credit Issuing Lender shall promptly notify Administrative Agent and Company of such issuance or amendment in writing and such notice shall be accompanied by a copy of such Letter of Credit or amendment.  Upon receipt of such notice (or, if Administrative Agent is the Issuing Lender, together with such notice), Administrative Agent shall notify each Revolving Lender in writing of such issuance or amendment and the amount of such Revolving Lender’s respective participation in such Letter of Credit or amendment, and, if so requested by a Revolving Lender, Administrative Agent shall provide such Lender with a copy of such Letter of Credit or amendment





C.  Revolving Lenders’ Purchase of Participations in Letters of Credit.








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3.2  Letter of Credit Fees










(i)  with respect to each Letter of Credit, (a) a fronting fee, payable directly to the applicable Issuing Lender for its own account, at a rate per annum equal to 0.125%, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit and (b) subject to subsection 2.12A, a letter of credit fee, payable to Administrative Agent for the account of Revolving Lenders, equal to the applicable Eurocurrency Rate Margin for Revolving Loans, plus, upon the application of increased rates of interest pursuant tosubsection 2.2E, 2% per annum, multiplied by the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit, each such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding) each March 31, June 30, September 30 and December 31 of each year and computed on the basis of a 360-day year for the actual number of days elapsed; provided that, in accordance with subsection 2.12, if any Revolving Lender becomes a Defaulting Lender and a Borrower has provided Cash Collateral with respect to such Defaulting Lender’s Pro Rata Share of Letter of Credit Usage, such Defaulting Lender shall not be entitled to its Pro Rata Share of such letter of credit fee during the time that Cash Collateral is provided by the applicable Borrower and such share of the letter of credit fee shall be retained by Company; and





(ii)  with respect to the issuance, amendment or transfer of each Letter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clause (i) above), documentary and processing charges payable directly to the applicable Issuing Lender for its own account in accordance with such Issuing Lender’s standard schedule for such charges in effect at the time of such issuance, amendment, transfer or payment, as the case may be.





clause (i) subsection 3.2 subsection 1.7





3.3  Drawings and Reimbursement of Amounts Paid Under Letters of Credit





A.  Responsibility of Issuing Lender With Respect to Drawings.





B.  Reimbursement by Company of Amounts Paid Under Letters of Credit. “Reimbursement Date”








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subsection 4.3B provided further subsection 3.3B subsection 3.3B subsection 10.5





C.  Payment by Lenders of Unreimbursed Amounts Paid Under Letters of Credit.





(i)  Payment by Revolving Lenders.  In the event that Company shall fail for any reason to reimburse Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by Issuing Lender under a Letter of Credit issued by it, Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share.  Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency), in Same Day Funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent.  In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing.  Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from Issuing Lender any amounts made available to Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender in respect of which payments were








78













(ii)  Distribution to Lenders of Reimbursements Received From Company.  In the event Issuing Lender shall have been reimbursed by other Revolving Lenders pursuant to subsection 3.3C(i) for all or any portion of any payment by Issuing Lender under a Letter of Credit issued by it, and Administrative Agent or Issuing Lender thereafter receives any payments from Company in reimbursement of such payment under the Letter of Credit, to the extent any such payment is received by Issuing Lender, it shall distribute such payment to Administrative Agent, and Administrative Agent shall distribute to each other Revolving Lender that has paid all amounts payable by it under subsection 3.3C(i) with respect to such payment such Revolving Lender’s Pro Rata Share of all payments subsequently received by Administrative Agent or by Issuing Lender from Company.  Any such distribution shall be made to a Revolving Lender at the account specified in subsection 2.4C(iii).





D.  Interest on Amounts Paid Under Letters of Credit.





(i)  Payment of Interest by Company. Company agrees to pay to Administrative Agent, with respect to payments under any Letters of Credit issued by Issuing Lender, interest on the amount paid by Issuing Lender in respect of each such payment from the date a drawing is honored to but excluding the date such amount is reimbursed by Company (including any such reimbursement out of the proceeds of Revolving Loans pursuant to subsection 3.3B) at a rate equal to (a) for the period from the date such drawing is honored to but excluding the Reimbursement Date, the rate then in effect under this Agreement with respect to Revolving Loans that are Base Rate Loans and (b) thereafter, a rate which is 2% per annum in excess of the non-default rate of interest otherwise payable under this Agreement with respect to Revolving Loans that are Base Rate Loans. Interest payable pursuant to this subsection 3.3D(i) shall be computed on the basis of a 365-day or 366-day year, as the case may be, for the actual number of days elapsed in the period during which it accrues and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full.





(ii)  Distribution of Interest Payments by Administrative Agent.  Promptly upon receipt by Administrative Agent of any payment of interest pursuant to subsection 3.3D(i) with respect to a payment under a Letter of Credit, (a) Administrative Agent shall distribute to (x) each Revolving Lender (including the Issuing Lender) out of the interest received by Administrative Agent in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Lender is reimbursed for the amount of such payment (including any such reimbursement out of the proceeds of Revolving Loans pursuant to subsection 3.3B), the amount that such Revolving Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period pursuant to subsection 3.2 if no drawing had been honored under such Letter of Credit, and (y) Issuing Lender the amount, if any, remaining after payment of the amounts applied pursuant to clause (x), and (b) in the event Issuing Lender shall have been reimbursed by other Revolving Lenders pursuant to subsection 3.3C(i) for all or any portion of such payment, Administrative Agent shall distribute to each Revolving Lender (including such Issuing Lender) that has paid all amounts payable by it under subsection 3.3C(i) with respect to such payment such Revolving Lender’s Pro Rata Share of any interest received by Administrative Agent in respect of that portion of such payment so made by Revolving Lenders for the period from the date on which Issuing Lender was so reimbursed to but excluding the date on which such portion of such payment is reimbursed by Company.








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subsection 2.4C(iii)





3.4  Obligations Absolute





subsection 3.3B subsection 3.3C(i)





(i)  any lack of validity or enforceability of any Letter of Credit;





(ii)  the existence of any claim, set-off, defense or other right which Company or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), any Issuing Lender or other Revolving Lender or any other Person or, in the case of a Revolving Lender, against Company, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Company or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured);





(iii)  any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;





(iv)  payment by the applicable Issuing Lender under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit;





(v)  any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries;





(vi)  any breach of this Agreement or any other Loan Document by any party thereto;





(vii)  the fact that an Event of Default or a Potential Event of Default shall have occurred and be continuing; or





(viii)  any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to Company or any Subsidiary or in the relevant currency markets generally;





provided





3.5  Nature of Issuing Lenders’ Duties













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subsection 3.5





subsection 3.5





SECTION 4.










4.1  Conditions to Initial Revolving Loans and Swing Line Loans





subsection 4.2





A.  Loan Party Documents.





(i)  copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate (or equivalent document, if applicable) from the Secretary of State of its jurisdiction of organization each dated a recent date prior to the Closing Date;





(ii)  copies of the Organizational Documents of each Co-Borrower, certified by an Officer of the Co-Borrower, together with a good standing certificate (or equivalent document, if applicable) from the Secretary of State of its jurisdiction of organization each dated a recent date prior to the Closing Date;








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(iii)  resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Closing Date by the secretary or similar officer, or a duly appointed signatory, of such Person as being in full force and effect without modification or amendment;





(iv)  signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; and





(v)  executed originals of the Loan Documents to which such Person is a party.





B.  Fees. subsection 2.3





C.  Corporate and Capital Structure; Ownership. Schedule 4.1C provided





D.  Representations and Warranties; Performance of Agreements. Section 5 provided subsection 4.1D





E.  Financial Statements; Pro Forma Balance Sheet; Projections. Schedule 5.3




F.  Opinions of Counsel to Loan Parties





G.  Solvency Assurances. Exhibit VII








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H.  Evidence of Insurance. subsection 6.4 subsection 6.4





I.  Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc.





J.  Security Interests in Personal Property. clauses (ii) (iii) (iv)





(i)  Stock Certificates and Instruments.  Delivery to Administrative Agent of (a) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Administrative Agent) representing all Capital Stock required to be pledged pursuant to the Security Agreement and (b) all promissory notes or other instruments (duly endorsed, where appropriate, in a manner satisfactory to Administrative Agent) evidencing any Collateral, unless otherwise consented to by Administrative Agent in its sole discretion;





(ii)  Lien Searches and UCC Termination Statements.  Delivery to Administrative Agent of (a) the results of a recent search, satisfactory to Administrative Agent, of all effective UCC financing statements and fixture filings and all judgment and tax lien filings which may have been made with respect to any personal property of any Loan Party, to the extent applicable, together with copies of all such filings disclosed by such search, and (b) duly completed UCC termination statements, and authorization of the filing thereof from the applicable secured party, as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Liens permitted to remain outstanding pursuant to the terms of this Agreement).





(iii)  UCC Financing Statements. Delivery to Administrative Agent of duly completed UCC financing statements with respect to all personal property Collateral of such Loan Party, for filing in all jurisdictions as may be necessary in the reasonable opinion of Administrative Agent to perfect the security interests created in such Collateral pursuant to the Collateral Documents; and








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(iv)  IP Filing Office Documentation. Delivery to Administrative Agent of all documents or instruments required to be filed with any IP Filing Office in order to create or perfect Liens in respect of any IP Collateral or evidence the interest of Administrative Agent and Lenders therein, in the United States, together with releases duly executed (if necessary) of security interests by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective filings in any IP Filing Office in respect of any IP Collateral (other than any such filings in respect of Liens permitted to remain outstanding pursuant to the terms of this Agreement).  Notwithstanding anything herein or in any other Loan Document to the contrary, Company and the Subsidiary Guarantors shall not have any obligation to file any security agreements or notices thereof with respect to, or to perfect any security interest of Administrative Agent in, any IP Collateral in any jurisdiction other than the United States of America.





K.  Matters Relating to Existing Indebtedness of Company and its Subsidiaries.





L.  Patriot Act Compliance.





4.2  Conditions to All Loans










A.  subsection 2.1B





B.





(i)  The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in thissubsection 4.2B(i) shall be disregarded with respect to such representation and warranty for purposes of this condition;





(ii)  No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; and





(iii)  In the case of any Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of








84













4.3  Conditions to Letters of Credit










A.





B.  subsection 3.1B(i)





C.  subsections 4.2B(i) 4.2B(ii)





D.





SECTION 5.










5.1  Organization, Powers, Qualification, Good Standing, Business and Subsidiaries





A.  Organization and Powers.





B.  Qualification and Good Standing.





C.  Subsidiaries. Schedule 5.1 Schedule 5.1 subsection 6.1(xiii) Schedule 5.1








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Schedule 5.1 Schedule 5.1 Schedule 5.1 Schedule 5.1C





5.2  Authorization of Borrowing, etc





A.  Authorization of Borrowing.





B.  No Conflict. clauses (i) (iii) (iv)





C.  Governmental Consents.





D.  Binding Obligation.





E.  Compliance with Laws








86













F.  Use of Proceeds Section 2.5





5.3  Financial Condition





Schedule 5.3





5.4  No Material Adverse Change; No Restricted Junior Payments





subsection 7.5





5.5  Title to Properties; Liens; Real Property; Intellectual Property





A.  Title to Properties; Liens. subsection 5.3 subsection 6.1 subsection 7.7





B.  Real Property. Schedule 5.5B Schedule 5.5B clause (ii)








87













C.  Intellectual Property. Schedule 5.5C





D.  Collateral Documents.





5.6  Litigation; Adverse Facts; Labor Matters; Insurance





(i)  There are no Proceedings (whether or not purportedly on behalf of Company or any of its Subsidiaries) at law or in equity, or before or by any court or other Government Authority (including any Environmental Claims) that are pending or, to the knowledge of Company, threatened against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries and that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.  Neither Company nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or other Government Authority that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.





(ii)  Except as set forth on Schedule 5.6 as of the Closing Date, (a) there are no collective bargaining agreements covering the employees of the Loan Parties or any of their Subsidiaries as of the Closing Date and none of the Loan Parties or their Subsidiaries (I) has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five years or (II) has knowledge of any potential or pending strike, walkout or work stoppage, (b) no unfair labor practice complaint is pending








88













(iii)  The insurance coverage of the Loan Parties and their Subsidiaries complies in all material respects with the requirements set forth in Section 6.4B.





5.7  Payment of Taxes





subsection 6.3 provided





5.8  Performance of Agreements; Material Contracts










5.9  Governmental Regulation










5.10  Securities Activities





A.





B.





5.11  Employee Benefit Plans





A.








89













B.





C.  Schedule 5.11





D.





E.





5.12  Certain Fees










5.13  Environmental Protection





(i)  neither Company nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (a) any Environmental Law, (b) any Environmental Claim, or (c) any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.





(ii)  neither Company nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law, except that have been fully resolved or are not likely to result in a Material Adverse Effect.








90








(iii)  there are and, to Company’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities that could reasonably be expected to form the basis of an Environmental Claim against Company or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.





(iv)  Company has an environmental management system that demonstrates a commitment to environmental compliance and guides each of its Subsidiaries’ operations on (a) preparing and updating written procedures covering material regulatory areas, (b) document compliance, (c) tracking changes in applicable Environmental Laws and modifying operations to comply with new requirements thereunder, (d) training employees to comply with applicable environmental requirements and updating such training as necessary, (e) investigating environmental incidents and implementing improvement actions and (f) performing regular internal compliance audits and ensuring correction of any incidents of non-compliance detected by means of such audits.





(v)  compliance with all requirements pursuant to or under Environmental Laws would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect.





5.14  Solvency










5.15  Matters Relating to Collateral; Absence of Third-Party Filings





subsection 7.2A





5.16  Disclosure













91













5.17  Foreign Assets Control Regulations, etc










5.18  Representations as to Foreign Obligors










(i)  Such Foreign Obligor is subject to civil and commercial laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”), and the execution, delivery and performance by such Foreign Obligor of the Applicable Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or governmental acts.  Neither such Foreign Obligor nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor is organized and existing in respect of its obligations under the Applicable Foreign Obligor Documents.





(ii)  The Applicable Foreign Obligor Documents are in proper legal form under the laws of the jurisdiction in which such Foreign Obligor is organized and existing for the enforcement thereof against such Foreign Obligor under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents.  It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor is organized and existing or that any registration charge or stamp or similar tax or duty be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, except for (x) any such filing, registration, recording, execution or notarization as has been made or will be made in accordance with this Agreement or is not required to be made until the Applicable Foreign Obligor Document or any other document is sought to be enforced and (y) any charge, duty or tax as has been timely paid.





(iii)  There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Government Authority in or of the jurisdiction in which such Foreign Obligor is organized and existing either (x) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Documents or (y) on any payment to be made by such Foreign Obligor








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(iv)  For the purposes of the Council Regulation (EC) N° 1346/2000 of 29 May 2000 on insolvency proceedings (the “EU Regulation”) or, for insolvency proceedings opened after 26 June 2017, Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (the “Regulation (recast)”)), in relation to any Foreign Obligor which is incorporated in a member state of the European Union, such Foreign Obligor’s center of main interest (as that term is used in Article 3(1) of the EU Regulation or, for insolvency proceedings opened after 26 June 2017, the Regulation (recast)) is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(h) of the EU Regulation or, for insolvency proceedings opened after 26 June 2017, in article 2, point (10) of the Regulation (recast)) in any jurisdiction other than its jurisdiction of incorporation.





5.19  Senior Debt Status; No Burdensome Restrictions













5.20  Employee Matters





(i)  Neither Company nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect.





(ii)  There is (a) no unfair labor practice complaint pending against Company or any of its Subsidiaries, or to the best knowledge of Company, threatened against any of them before an ombudsman, works council or other tribunal in any Relevant Jurisdiction, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Company or any of its Subsidiaries or to the best knowledge of Company, threatened against any of them, (b) no strike or work stoppage in existence, or to the best knowledge of Company, threatened involving Company or any of its Subsidiaries, and (c) to the best knowledge of Company, no union representation question existing with respect to the employees of Company or any of its Subsidiaries and, to the best knowledge of Company, no union organization activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.





SECTION 6.













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Section 6





6.1  Financial Statements and Other Reports










(i)  Events of Default, etc.:  promptly upon any officer of Company obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default or (b) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Event of Default, Potential Event of Default, event or condition, and what action Company has taken, is taking and proposes to take with respect thereto;





(ii)  Quarterly Financials:  as soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter, copies of the unaudited condensed consolidated and consolidating balance sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related unaudited condensed consolidated and consolidating statements of income and cash flows of Company and its Subsidiaries for such Fiscal Quarter (with respect to condensed consolidated and consolidating statements of income) and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and (a) certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, prepared in accordance with IFRS and (b) including management discussion and analysis of operating results inclusive of operating metrics in comparative form;





(iii)  Year-End Financials:  as soon as available and in any event (a) upon the earlier of (A) one-hundred twenty (120) days after the end of each Fiscal Year (beginning with the Fiscal Year ending December 31, 2015) and (B) the filing of Company’s Form 20-F for such Fiscal Year with the Securities and Exchange Commission of the United States, the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) within one-hundred twenty (120) days after the end of each Fiscal Year (beginning with the Fiscal Year ending December 31, 2015) the consolidated and consolidating balance sheet of the Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of income and cash flows of the Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated (which shall include bridge financial statements to the audited statements delivered








94








subsection 6.1(iii)





(iv)  Compliance Certificates:  together with each delivery of financial statements pursuant to subdivision (ii) above, (a) an Officer’s Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; (b) a Compliance Certificate (which delivery may, unless Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or electronic mail and shall be deemed to be an original authentic counterpart thereof for all purposes) (1) demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the financial covenants contained in Section 7.6, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period and (2) which shall include the amount of all Restricted Junior Payments made pursuant to subsection 7.5(vi) during the applicable accounting period; and (c) a certificate of the Company demonstrating in reasonable detail that the Aggregate Sales Percentage as of the end of the applicable period was not less than 80% and the Aggregate Asset Percentage as of the end of the applicable period was not less than 70%.





(v)  Reconciliation Statements:  if, as a result of any change in accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3  (including any determination by Company referred to in the last paragraph of subsection 2.2(A)), the consolidated financial statements of Company and its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xi) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, if requested (and to the extent requested) by Administrative Agent in the exercise of its reasonable credit judgment, (a) together with the first delivery of financial statements pursuant tosubdivision (ii), (iii)or (xi) of this subsection 6.1 following such change, consolidated financial statements (or the relevant portions thereof ) of Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (ii), (iii)  or (xi) of this subsection 6.1 following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of Company setting forth the differences (including any differences that would








95








subsection 7.6





(vi)  Accountants’ Reports: promptly upon receipt thereof (unless restricted by applicable professional standards), copies of all material reports submitted to Company by the independent registered public accounting firm in connection with each annual, interim or special audit of the financial statements of Company and its Subsidiaries made by such independent registered public accounting firm, including any comment letter submitted by such independent registered public accounting firm to management in connection with their annual audit;





(vii)  Public Filings and Press Releases:  promptly upon their becoming available, copies of (a) all financial statements, reports, notices and proxy statements sent or made available generally by Company to its security holders or by any Subsidiary of Company to its security holders other than Company or another Subsidiary of Company, (b) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, (c) all press releases and other statements made available generally by Company or any of its Subsidiaries to the public concerning material developments in the business of Company or any of its Subsidiaries, and (d) any earnings announcement or similar statement of the Companyand its Subsidiaries made available generally by the Company or any of its Subsidiaries to the public; provided that posting of such information on the EDGAR Website (or, in the case of press releases, posting on Company’s website on the Internet at the website address www.glbsm.com, www.ferroglobe.com or another website address provided by Company in a written notice to Administrative Agent) shall constitute delivery for purposes of this subsection 6.1(vii);





(viii)  Litigation or Other Proceedings:  within fifteen (15) Business Days of any Officer of Company obtaining knowledge of (1) the institution of, or non-frivolous written threat of, any Proceeding against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries not previously disclosed in writing by Company to Administrative Agent or (2) any material development in any Proceeding that, in any case:





(x)  if adversely determined, after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries could reasonably be expected to result in a Material Adverse Effect; or





(y)  seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby;










(x)  ERISA Events:  promptly upon an Officer becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect, a written notice specifying the nature thereof, what action Company, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;





(xi)  ERISA Notices:  with reasonable promptness, copies of (a) all notices received by Company, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event which could reasonably be expected to result in a Material Adverse








96













(xii)  Financial Plans:  promptly after approved by the Company’s board of directors and in any event no later than 60 days after the beginning of each Fiscal Year, projections of Company and its Subsidiaries prepared on a monthly basis for such Fiscal Year, in substantially the same form and substance as the projections delivered to Administrative Agent prior to the Closing Date;





(xiii)  New Subsidiaries:  (a) immediately upon any Person becoming a Material Subsidiary of Company after the Closing Date and (b) with respect to any other Subsidiaries of the Company formed after the date hereof, concurrently with the delivery of the financial statements referenced in subsections 6.1(ii)  and 6.1(iii), a written notice setting forth with respect to such Person (x) the date on which such Person became a Subsidiary of Company and (y) all of the data required to be set forth in Schedule 5.1 annexed hereto with respect to all Subsidiaries of Company (it being understood that such written notice shall be deemed to supplement Schedule 5.1 annexed hereto for all purposes of this Agreement);





(xiv)  Patriot Act, Etc.:  with reasonable promptness, information to confirm compliance with the representations contained in subsection 5.17 reasonably requested by any Lender through Administrative Agent;





(xv)  Senior Notes:  promptly, any notices of (A) material events given to the holders of the Senior Notes and (B) any amendments, modifications or waivers to the Senior Notes or the Senior Note Indenture;





(xvi)  Monthly Financials:  as soon as available and in any event within forty-five (45) days after the end of each fiscal month (other than any fiscal month that is the last fiscal month of any Fiscal Quarter and/or Fiscal Year), copies of the unaudited condensed consolidated balance sheet of Company and its Subsidiaries as at the end of such month and the related unaudited condensed consolidated statements of income of Company and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case (beginning with the monthly statements for March 2018) in comparative form the corresponding figures for the corresponding periods of the previous year, all in reasonable detail, certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations for the periods indicated, prepared in accordance with IFRS;





(xvii)  Conference Call.  if requested by any of the Lenders, within ten (10) days of the delivery of the quarterly financial statements referred to in Section 6.1(ii), the management of the Company shall host a conference call for the Lenders to discuss such financial statements.  No fewer than three days prior to each conference call, the Company shall notify the Lenders of the time and date of such conference call and shall provide each Lender with access instructions to such conference call; and





(xviii)  Other Information:  with reasonable promptness, such other information with respect to the operation, business affairs and financial condition of Company or any of its Subsidiaries as from time to time may be reasonably requested by any Lender acting through Administrative Agent.





6.2  Existence, Etc





subsection 7.7 Schedule 5.1 provided








97













6.3  Payment of Taxes and Claims; Tax





A.  provided





B.





6.4  Maintenance of Properties; Insurance





A.  Maintenance of Properties. provided subsection 6.4A





B.  Insurance.








98













6.5  Inspection Rights; Lender Meeting





A.  Inspection Rights. provided, subsection 10.18 provided





B.  Lender Meeting.





6.6  Compliance with Laws, etc










6.7  Environmental Matters





A.  Environmental Disclosure.





(i)  Environmental Audits and Reports.  As soon as practicable following receipt thereof, copies of all material environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Company or any of its Subsidiaries or by independent consultants, Government Authorities or any other Persons, with respect to significant environmental matters at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.








99








(ii)  Notice of Certain Releases, Remedial Actions, Etc.  Promptly upon the occurrence thereof, written notice describing in reasonable detail (a) any remedial action taken by Company or any other Person in response to (1) any Hazardous Materials Activities the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (2) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (b) Company’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that could reasonably be expected to have a Material Adverse Effect.





(iii)  Written Communications Regarding Environmental Claims, Releases, Etc.  As soon as practicable following the sending or receipt thereof by Company or any of its Subsidiaries regarding any matter that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, a copy of any and all written communications with respect to (a) any Environmental Claims, (b) any Release required to be reported to any Government Authority, and (c) any request for information from any Government Authority that suggests such Government Authority is investigating whether Company or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity.





(iv)  Notice of Certain Proposed Actions Having Environmental Impact.  Prompt written notice describing in reasonable detail (a) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to (1) expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (2) affect the ability of Company or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations of which the failure to maintain could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect and (b) any proposed action to be taken by Company or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Company or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws that could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect.





B.  Company’s Actions Regarding Hazardous Materials Activities, Environmental Claims and Violations of Environmental Laws





provided





6.8








100













A.  Execution of Subsidiary Guaranty and Personal Property Collateral Documents.










certain assets as Collateral pursuant to the guaranty and collateral requirements set forth in this Section 6.8A , subject to the Agreed Guaranty Principles and the Agreed Security Principles, and in relation to GFA and the Spanish Subsidiary, and the French Subsidiary, subject to the limitations set out in Sections 6.8A(d) and 6.8A(e) , respectively,













101








Spanish Subsidiary Section 6.8A





provided










Sociedad Anónima Sociedad de Responsabilidad Limitada Sociedad de Responsabilidad Limitada Sociedad de Responsabilidad Limitada










(i)  In the case of a Foreign Subsidiary Guarantor incorporated in France (a “French Guarantor”), its obligations under the French Guaranty and any Loan Document shall apply only insofar as required to:





(A)  guarantee the payment obligations under the Loan Documents of its direct or indirect Subsidiaries which are or become a Loan Party from time to time under this Agreement and which are incurred by those Subsidiaries as Borrowers (if they are not French Loan Parties) or as Borrowers and/or Foreign Subsidiary Guarantors (if they are French Loan Parties); and








102








(B)  guarantee the payment obligations of other Borrowers or Subsidiary Guarantors which are not direct or indirect Subsidiaries of such French Guarantor, provided that in such case such guarantee shall (1) be limited to the payment obligations of all such other Borrowers or Subsidiary Guarantors under the Loan Documents and (2) not exceed an amount equal to the aggregate of all amounts borrowed by such other Borrowers or Subsidiary Guarantors under this Agreement (either directly in their capacity as Borrowers or indirectly by way of intra group loan(s) made to such other Borrowers or Subsidiary Guarantors directly or indirectly by any other Borrower(s)) and (without double counting) on-lent to such French Guarantor by way of intra-group loan(s), directly or indirectly from such other Borrowers or Subsidiary Guarantors and outstanding from time to time (such amount being the “Maximum Guaranteed Amount”).





(ii)  Any payment made by a French Guarantor under paragraph (i)(B) above shall reduce pro tanto the outstanding amount of the intra-group loans due by such French Guarantor to that Borrower or Subsidiary Guarantor under the intra-group loans referred to in that paragraph.





(iii)  For the avoidance of doubt, any payment made by a French Guarantor in respect of the payment obligations of a Borrower or a Subsidiary Guarantor referred to in paragraph (i)(B) above shall reduce the relevant Maximum Guaranteed Amount. Notwithstanding any other provision of this Section 6.8 A, the French Guaranty or any other Loan Documents, no French Guarantor shall secure liabilities under any Loan Document which would result in such French Guarantor not complying with French financial assistance rules as set out in article L. 225-216 of the French Commercial Code (Code de commerce) and/or would constitute a misuse of corporate assets within the meaning of article L.241-3, L.242-6 or L.244-1 of the French Commercial Code (Code de commerce) or any other applicable laws or regulations having the same effect, as interpreted by French courts.





(iv)  It is acknowledged that such French Guarantor is not acting jointly and severally with the other Subsidiary Guarantors as to their obligations pursuant to the guarantee given in accordance with this Section 6.8 and any guaranty agreement.





(v)  The representations and warranties made in Section 5 hereof and any covenants made by any French Guarantor shall be strictly limited to matters related to such French Guarantor and its Subsidiaries.





Subsidiary Code de commerce




B.





C.  Subsidiary Organizational Documents, Legal Opinions, Etc.








103








provided subsection 10.6





D.  Release of Guaranties, Collateral, etc subsection 6.8A(c)





(i)  FerroPem shall automatically be released from its obligations hereunder and under the French Guaranty and the French Collateral Documents, and any security interests over the Collateral granted by FerroPem shall be released automatically (to the fullest extent permitted by law) in connection with the French Hydro-electric Sale and for the avoidance of doubt, the Administrative Agent, on behalf of the Secured Parties, shall execute and deliver (and is hereby authorized by each other Secured Party) to FerroPem, at FerroPem’s expense, all documents that FerroPem shall reasonably request to evidence such release; provided that, on or prior to the date falling 60 days after the completion of the French Hydro-electric Sale, either (i) FerroPem or (ii) an entity acquired or formed by the Company or one of its Subsidiaries for purposes of consummating the French Hydro-electric Sale (whichever of (i) and (ii) is the entity that will hold the assets held by FerroPem prior to the French Hydro-electric Sale other than the assets disposed of in the French Hydro-electric Sale) executes and delivers a Guaranty and the other Loan Documents to which FerroPem was a party prior to the French Hydro-electric Sale, and grants security interests over the Collateral equivalent or substantively comparable to those granted by FerroPem prior to the French Hydro-electric Sale (to the extent such Collateral has not been disposed of in connection with the French Hydro-electric Sale); and





(ii)  if the Energy Sale is consummated after June 30, 2017, FerroAtlántica S.A. shall automatically be released from its obligations hereunder and under the Spanish Guaranty and the Spanish Collateral Documents, and any security interests over the Collateral granted by FerroAtlántica S.A. shall be released automatically in connection with the Energy Sale; provided that, on or prior to the date falling 60 days after the completion of the Energy Sale, the entity acquired or formed by the Company or one of its Subsidiaries for purposes of consummating the Energy Sale executes and delivers a Foreign Subsidiary Guaranty and pledges certain assets as Collateral pursuant to the guaranty and collateral requirements set forth in Section 6.8A (or enters








104













6.9  Deposit Accounts, Securities Accounts and Cash Management Systems










6.10  Approvals and Authorizations










6.11  Books and Records; Further Assurances; Post-Closing Deliveries.





A.





(i)  Keep proper books, records and accounts in which full, true and correct entries in conformity with IFRS and all Requirements of Law shall be made of all dealings and transactions in relation to its businesses and activities.





(ii)  Upon the reasonable request of the Administrative Agent, promptly perform or cause to be performed any and all acts and execute or cause to be executed any and all documents for filing under the provisions of the UCC or any other Requirement of Law which are necessary or advisable to maintain in favor of the Administrative Agent, for the benefit of the Secured Parties, Liens on the Collateral that are duly perfected in accordance with the requirements of, or the obligations of the Loan Parties under, the Loan Documents and all applicable Requirements of Law.





(iii)  Cause (i) any actions set forth on Schedule 6.11 annexed hereto to be taken and (ii) each document, certificate or other item set forth on such Schedule 6.11 to be delivered, in








105








Schedule 6.11





B.





(i)  Foreign Collateral Documents.  (a) The French Guaranty and the French Collateral Documents, duly executed by the French Subsidiary or any other Subsidiary of Company which is a shareholder of the French Subsidiary, along with customary certified corporate deliverables and collateral filings required to be made at the French Subsidiary’s expense in accordance with such French Collateral Documents, (b) the Spanish Guaranty and the Spanish Collateral Documents, duly executed by GFA SAU, along with customary certified corporate deliverables and collateral filings required in connection therewith, (c) evidence that the lien on the business concern (fonds de commerce) of FerroPem related to an agreement dated 1 August 2013 has been released, (d) in respect of the French Subsidiary, a legal opinion of counsel to the French Subsidiary as to capacity of the French Subsidiary, substantially in the form distributed to the Joint Lead Arrangers relating thereto and a legal opinion of counsel to the Joint Lead Arrangers as to enforceability and validity matters, in form and substance reasonably acceptable to the Joint Lead Arrangers relating thereto and (e) in respect of GFA SAU, a legal opinion of counsel to GFA SAU as to capacity of GFA SAU, substantially in the form distributed to the Joint Lead Arrangers relating thereto and a legal opinion of counsel to the Joint Lead Arrangers as to enforceability and validity matters, in form and substance reasonably acceptable to the Joint Lead Arrangers relating thereto.





C.





(i)  Closing Date Mortgages.  Fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property;





(ii)  Opinions of Local Counsel.  An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request;





(iii)  Title Insurance. ALTA mortgagee title insurance policies (or, in respect of property located in Texas, non-ALTA policies) or unconditional commitments therefor (the “Mortgage Policies”) issued by the title company with respect to the Mortgaged Properties, in amounts not less than the respective amounts designated therein with respect to any particular Mortgaged Properties, insuring fee simple title to each such Mortgaged Property vested in such Loan Party and assuring Administrative Agent that the applicable Mortgages create valid and enforceable First Priority mortgage Liens on the respective Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Mortgage Policies (A) shall include an endorsement for mechanics’ liens (subject to exceptions for mechanics liens appearing of record which would constitute Permitted Encumbrances and which are acceptable to Administrative Agent), for future advances under this Agreement and for any other matters








106













(iv)  Matters Relating to Flood Hazard Properties.  (1) Evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to whether (A) any Mortgaged Property is a Flood Hazard Property and (B) the community in which any such Flood Hazard Property is located is participating in the National Flood Insurance Program, (2) if there are any such Flood Hazard Properties, such Loan Party’s written acknowledgement of receipt of written notification from Administrative Agent (A) as to the existence of each such Flood Hazard Property and (B) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, and (3) in the event any such Flood Hazard Property is located in a community that participates in the National Flood Insurance Program, evidence that Company has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; and





(v)  Other Real Estate Documents. With respect to each Mortgaged Property, surveys, appraisals and environmental reports as reasonably requested by and reasonably satisfactory in form and substance to Joint Lead Arrangers.





6.12  Pensions





A.





B.





C.





6.13  Anti-Cash Hoarding.













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SECTION 7.





Section 7





7.1  Indebtedness










(i)  the Obligations;





(ii)  Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations permitted by subsection 7.4  and, upon any matured obligations actually arising pursuant thereto, the Indebtedness corresponding to the Contingent Obligations;





(iii)  Company and its Subsidiaries may become and remain liable with respect to Indebtedness in respect of Capital Leases and purchase money Indebtedness incurred in connection with the acquisition, construction, improvement or lease of equipment or fixed or capital assets in an aggregate amount not to exceed $15,000,000at any time;





(iv)  intercompany Indebtedness of (a) GFA SAU owing to the Company, and the French Subsidiary and the Spanish Subsidiary owing to GFA SAU; provided that (i) such intercompany Indebtedness shall not exceed the amounts indicated on Schedule 7.1 and (ii) any intercompany loan made to the French Subsidiary with any proceeds of Revolving Loans shall be made pursuant to the Revolver Intercompany Loan Agreement and (b) any Loan Party (other than as set forth in clause (a)) owing to any other Loan Party;





(v)  Company may become and remain liable with respect to Indebtedness to any Subsidiary, and any Subsidiary of Company may become and remain liable with respect to Indebtedness to Company or any Subsidiary; provided that (a) a security interest in all such intercompany Indebtedness owing to any Loan Party shall have been granted to Administrative Agent for the benefit of Lenders and (b) if such intercompany Indebtedness described inclause (a)  is evidenced by a promissory note or other instrument, such promissory note or instrument shall have been pledged to Administrative Agent in accordance with the Security Agreement; provided further , that (1) the aggregate amount of Indebtedness under this subsection 7.1(v) owing by Subsidiaries of Company that are not Loan Parties to Loan Parties shall not exceed at any one time $50,000,000 and (2) upon the occurrence and during the continuance of an Event of Default, Subsidiaries of Company that are not Loan Parties shall not be permitted to incur additional Indebtedness owing to any Loan Party pursuant to this clause (v);





(vi)  Company and its Subsidiaries, as applicable, may remain liable with respect to Indebtedness outstanding on the Third Amendment Effective Date and described inSchedule 7.1 annexed hereto and any Permitted Refinancings thereof;








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(vii)  Indebtedness consisting of Funds Transfer and Deposit Account Liability in the ordinary course of business;





(viii)  Company or a Subsidiary of Company may become and remain liable with respect to Indebtedness of any Person assumed in connection with a Permitted Acquisition and a Person that becomes a direct or indirect wholly-owned Subsidiary of Company as a result of a Permitted Acquisition may remain liable with respect to Indebtedness existing on the date of such acquisition (and, in each case, Permitted Refinancings of such Indebtedness (other than, in the case of Domestic Subsidiaries, any working capital facilities which shall be terminated within 6 months of such Permitted Acquisition)); provided that such Indebtedness is not created in anticipation of such acquisition;





(ix)  Indebtedness consisting of Permitted Additional Indebtedness and any Permitted Refinancing thereof; provided that (A) no Potential Event of Default or Event of Default shall have occurred and be continuing at the time such acquisition occurs or immediately after giving effect thereto and (B) if any such Permitted Additional Indebtedness constitutes a Material Event or the Consolidated Net Leverage Ratio  as of the end of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered was greater than 2.75 to 1.00, Company shall have delivered to Administrative Agent an Officer’s Certificate (which shall be in form and substance satisfactory to Administrative Agent and shall include detailed calculations) that demonstrates that (1) Company and its Subsidiaries shall be in Pro Forma Compliance and (2) the Consolidated Net Leverage Ratio does not exceed 2.75 to 1.00 on a Pro Forma Basis;





(x)  Foreign Subsidiaries of Company may become and remain liable with respect to other Indebtedness in an aggregate principal amount not to exceed $15,000,000 at any time outstanding;





(xi)  Company and its Subsidiaries may become and remain liable with respect to Indebtedness to the extent incurred pursuant to an Investment permitted by Section 7.3;





(xii)  endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;





(xiii)  Indebtedness of any Subsidiary owing to a Loan Party incurred to achieve cash repatriation strategies so long as the net cash Investment by Loan Party in connection therewith is permitted by subsection 7.3(xiii);





(xiv)  Indebtedness owing to employees in connection with a non-qualified benefit plan;





(xv)  Indebtedness incurred pursuant to any Cash Collateral arrangement;





(xvi)  Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing (including in respect of letters of credit issued in support of any of the foregoing);





(xvii)  Indebtedness consisting of the financing of insurance premiums;





(xviii)  Indebtedness arising under the Senior Notes, and guarantees in respect thereof, in an aggregate principal amount not to exceed $350,000,000at any time outstanding;





(xix)  Indebtedness in an aggregate outstanding principal amount which, when taken together with any Permitted Refinancing in respect thereof and the principal amount of all other Indebtedness








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provided





(xx)  prior to the sale of the Finance Lease Energy Assets, to the extent constituting Indebtedness, the obligations in respect of the sale-leaseback arrangements with respect to the Finance Lease Energy Assets.





7.2  Liens and Related Matters





A.  Prohibition on Liens.





(i)  Permitted Encumbrances;





(ii)  Liens to secure Indebtedness permitted by subsection 7.1(iii); provided, however, that the Lien shall apply only to the asset so acquired or leased and proceeds thereof;





(iii)  Liens assumed in connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the date of this Agreement in a Permitted Acquisition and, in each case, any Permitted Refinancing thereof; provided, however, that such Liens exist at the time such Person becomes a Subsidiary and are not created in anticipation of such acquisition and, in any event, do not, for each Permitted Acquisition, extend to any other property or assets of such Person;





(iv)  Liens in existence on the Third Amendment Effective Date described in Schedule 7.2 annexed hereto and any renewals or extensions thereof;





(v)  Liens on accounts receivable sold pursuant to A/R Securitization Programs;





(vi)  Liens on assets of (a) Foreign Subsidiaries securing Indebtedness of any Foreign Subsidiary permitted pursuant to subsection 7.1(x) and (b) Joint Ventures securing Indebtedness of any Joint Venture permitted pursuant to 7.1(xix);





(vii )  Other Liens securing Indebtedness in an aggregate amount not to exceed $5,000,000 at any time outstanding;





(viii)  Liens securing Contingent Obligations with respect to Hedge Agreements entered into with any Hedge Counterparty;








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(ix)  Liens securing Indebtedness or Contingent Obligations with respect to Hedge Agreements of any Subsidiary that is not a Loan Party which Indebtedness or Contingent Obligations, in the aggregate, do not exceed $10,000,000 at any time outstanding;





(x)  Liens on any cash deposits (including, without limitation, earnest money) in connection with any letter of intent or other agreement in connection with a transaction otherwise permitted by this Agreement;





(xi)  Liens on any Cash Collateral provided pursuant to subsection 2.11;





(xii)  Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;





(xiii)  Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; and





(xiv)  Liens arising out of sales and lease-backs permitted by subsection 7.10.










B.  No Further Negative Pledges. subsections 7.2A(ii) 7.2A(v), 7.2A(vi) 7.2A(vii)





C.  No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. subsection 7.2B(ii) (vii)





7.3  Investments; Acquisitions








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(i)  Company and its Subsidiaries may make and own Investments consisting of Cash and Cash Equivalents;





(ii)  Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in Company and in any Subsidiaries of Company (and may convert any such Investments in the form of Indebtedness into Investments in the form of Capital Stock), and Company and its Subsidiaries may make and own additional Investments in any Loan Party (other than the French Subsidiary);





(iii)  Company and its Subsidiaries may (a) become liable in respect of Contingent Obligations permitted by subsection 7.4 and (b) make and incur intercompany loans to the extent permitted under  subsection 7.1(iv) and (v);





(iv)  Company and its Subsidiaries may make Consolidated Capital Expenditures;





(v)  Company and its Subsidiaries may continue to own Investments existing on, and may make Investments in respect of which a binding agreement has been entered into as of, the Third Amendment Effective Date to the extent described in Schedule 7.3A annexed hereto (and may make incremental Investments contemplated in connection therewith) and any extension or renewal thereof; provided that any additional Investments made with respect thereto shall be permitted only to the extent such Investments are described on Schedule 7.3A or made in accordance with the other provisions of this subsection 7.3;





(vi)  Company and its Subsidiaries may acquire any business, division, line or assets (including Capital Stock and including Capital Stock of Subsidiaries formed in connection with any such acquisition), and continue to own such assets after the acquisition thereof; provided that (a) no Potential Event of Default or Event of Default shall have occurred and be continuing at the time such acquisition occurs or immediately after giving effect thereto, (b) Company shall, and shall cause its Subsidiaries to, comply with the requirements of subsections 6.8 (within the time period required thereunder or within such other time period as Administrative Agent may permit in its sole discretion) with respect to each such acquisition that results in a Person becoming a Material Subsidiary, (c) all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and (d) for any such acquisitions (I) Company shall have provided financial statements for any Person (or line of business) acquired in any such acquisition for the last Fiscal Year of such Person or line of business, audited or reviewed by independent certified public accountants reasonably satisfactory to Administrative Agent or such other financial statements, in each case, available to Company and (II) after giving effect to such acquisition, (1) Company and its Subsidiaries shall be in Pro Forma Compliance, (2) Liquidity shall not be less than $200,000,000 on a Pro Forma Basis and (3) the Consolidated Net Leverage Ratio does not exceed 2.75 to 1.00 on a Pro Forma Basis; provided that with respect to any Material Event or to the extent the Consolidated Net Leverage Ratio as of the end of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered was greater than 2.00 to 1.00, Company shall have delivered to Administrative Agent a pro-








112













(vii)  investments in the form of Hedge Agreements entered into in the ordinary course of business and not for speculative purposes;





(viii)  Company may acquire and hold obligations of one or more officers or other employees of Company or its Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Company’s Capital Stock, so long as no cash is actually advanced by Company or any of its Subsidiaries to such officers or employees in connection with the acquisition of any such obligations;





(ix)  Company and its Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with any Asset Sale permitted by subsection 7.7;





(x)  Company and its Subsidiaries may acquire and hold Investments in Securities in connection with the full or partial satisfaction, settlement or enforcement of Indebtedness or claims or other obligations due or owing to Company or any of its Subsidiaries or as security for any such Indebtedness or claim;





(xi)  any transaction permitted by subsection 7.5 or 7.7;





(xii)  deposits, prepayments and extensions of trade credit in the ordinary course of business;





(xiii)  Investments by any Loan Party in any of their respective Subsidiaries (1) consisting of Capital Stock and/or intercompany notes made to achieve cash repatriation strategies or (2) the consideration for which is the cancellation or other settlement of any corresponding intercompany Indebtedness incurred in connection with Investments permitted pursuant to the foregoing clause (1), in each case so long as the net cash Investment by such Loan Party in connection therewith does not exceed zero after the tenth day following the making of such cash Investment;





(xiv)  Subsidiaries that are not Subsidiary Guarantors may make and own Investments in other Subsidiaries that are not Subsidiary Guarantors;





(xv)  Investments existing at the time any Person is acquired in connection with a Permitted Acquisition and not created in contemplation of such Permitted Acquisition;





(xvi)  loans or advances made by any Loan Party or any Subsidiary of a Loan Party to such Loan Party’s or such Subsidiary’s employees on an arms-length basis in the ordinary course of business consistent with past practices, up to a maximum of $50,000 to any employee and up to a maximum of $250,000 in the aggregate at any one time outstanding;





(xvii)  the Company and its Subsidiaries may acquire all or any portion of the Finance Lease Energy Assets (x) upon termination of, and in accordance with the terms of, the Finance Lease or (ii) in connection with the consummation of an Energy Sale;





(xviii)  any Investment (other than the acquisition of any business, division, line or assets by Company or any Subsidiary) not otherwise permitted by clauses (i) through (xvii) above; provided that (a) no Potential Event of Default or Event of Default shall have occurred and be continuing at the time such Investment is made or immediately after giving effect thereto, (b) after giving effect to such Investment, (1) Company and its Subsidiaries shall be in Pro Forma Compliance, (2) the Consolidated Net Leverage Ratio does not exceed 2.75 to 1.00 on a Pro Forma Basis and (3) Liquidity shall not be less than








113













(xix)  Investments in Joint Ventures and/or the French Subsidiary in an aggregate amount not to exceed $10,000,000 at any time outstanding.





7.4  Contingent Obligations










(i)  Company may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit and Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of other letters of credit, bankers’ acceptances, bank guaranties, and similar instruments;





(ii)  Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements not for speculative purposes;





(iii)  Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets and in respect of earn-out obligations, customary indemnification and purchase price adjustment obligations incurred in connection with Permitted Acquisitions;





(iv)  Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees and other similar arrangements of the obligations of Company and its Subsidiaries which arise in the ordinary course of business;





(v)  Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Subsidiaries permitted by subsection 7.1 ;





(vi)  Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations outstanding on the Third Amendment Effective Date and described in Schedule 7.4 annexed hereto and any extension or renewal thereof;





(vii)  Company or a Subsidiary of Company may become and remain liable with respect to Contingent Obligations assumed in connection with a Permitted Acquisition; provided that such Contingent Obligations are not created in anticipation of such acquisition; and





(viii)  Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $30,000,000.





7.5  Restricted Junior Payments








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provided





(i)  make regularly scheduled payments of interest in respect of the Senior Notes or any Permitted Additional Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions, if any, contained in, the Senior Notes Indenture, in the case of the Senior Notes, or the indenture or other agreement pursuant to which such Permitted Additional Indebtedness was issued, as such indenture or other agreement may be amended from time to time to the extent permitted under subsection 7.12;





(ii)  so long as no Event of Default has occurred and is continuing or would result therefrom, Company may purchase Company’s common stock or common stock equity awards from present or former officers, directors or employees (or their respective spouses, successors, executors, estates, administrators or heirs) of Company or any Subsidiary of Company upon the death, disability, retirement or termination of employment of such officer, director or employee;





(iii)  make Restricted Junior Payments with respect to (x) employee or director stock options, stock incentive plans or restricted stock plans of Company which are compensatory in nature and approved by the compensation committee of Company’s board of directors and (y) the purchase from time to time by Company of its common stock (for not more than market price) with the proceeds of the exercise by grantees under any equity-based incentive plan;





(iv)  make Restricted Junior Payments with respect to its Capital Stock in exchange for, or out of the net cash proceeds of, a substantially concurrent sale of, such Capital Stock;





(v)  make any Restricted Junior Payment deemed to occur upon the exercise of any options or warrants to the extent that such Restricted Junior Payment represents all or a portion of the exercise price;





(vi)  from and after the date on which the Energy Sale has been completed, and so long as no Potential Event of Default or Event of Default has occurred and is continuing at the time of such payment or immediately after giving effect thereto, make other Restricted Junior Payments (and/or make payments of dividends and distributions that constitute Restricted Junior Payments within 90 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the provisions of this Agreement); provided that (A) after giving effect to any such Restricted Junior Payment (or the declaration thereof, as applicable), (1) the Company and its Subsidiaries shall be in Pro Forma Compliance, (2) Liquidity shall not be less than $200,000,000 on a Pro Forma Basis and (3) the aggregate amount of payments made or declared during any Fiscal Quarter pursuant to this clause (vi) shall not exceed $15,000,000, and (B) if any such Restricted Junior Payment is a Material Event or to the extent the Consolidated Net Leverage Ratio as of the end of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered was greater than 2.00 to 1.00, Company shall deliver to Administrative Agent an Officer’s Certificate (in form and substance satisfactory to Administrative Agent and including detailed calculations) certifying compliance with clauses (1) and (2) above;





(vii)  make Restricted Junior Payments to minority shareholders of any Person that is acquired pursuant to a Permitted Acquisition or similar Investment permitted by subsection 7.3 pursuant to appraisal or dissenters' rights or applicable law with respect to shares of such Person held by such shareholders; and





(viii)  make Restricted Junior Payments with proceeds of the Senior Notes as contemplated by the Senior Notes Indenture.








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7.6  Financial Covenants





A.  Minimum Interest Coverage Ratio.





Period
RatioThird Amendment Effective Date through and including June 30, 2017
1.25:1.00July 1, 2017 through and including September 30, 2017
1.50:1.00October 1, 2017 through and including December 31, 2017
2.00:1.00January 1, 2018 and thereafter
2.50:1.00





B.  Maximum Consolidated Secured Net Leverage Ratio.





Period
RatioThird Amendment Effective Date through and including December 31, 2017
3.00:1.00January 1, 2018 and thereafter
2.50:1.00





C.  Maximum Consolidated Net Leverage Ratio.





Period
RatioThird Amendment Effective Date through and including March 31, 2017
8.50:1.00April 1, 2017 through and including June 30, 2017
7.50:1.00July 1, 2017 through and including September 30, 2017
6.50:1.00October 1, 2017 through and including December 31, 2017
6.00:1.00January 1, 2018 through and including March 31, 2018
5.50:1.00April 1, 2018 and thereafter
5.00:1.00










Period
RatioThird Amendment Effective Date through and including December 31, 2017
4.00:1.00January 1, 2018 and thereafter
3.50:1.00








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7.7  Restriction on Fundamental Changes; Asset Sales










(i)  any Subsidiary of Company may be merged with or into Company, Globe or any other Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Loan Party; provided that, in the case of such a merger, Company, Globe or such other Loan Party shall be the continuing or surviving Person;





(ii)  any Subsidiary of Company (a) that is not a Loan Party may be merged with or into any Subsidiary of Company, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any Subsidiary of Company and (b) that is a Loan Party may be merged with or into any other Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Loan Party;





(iii)  the Loan Parties and their Subsidiaries may sell their accounts receivable in connection with A/R Securitization Programs; provided, that the aggregate outstanding amount (such amount based on the amount owed to the Loan Parties under such account receivable) of all such accounts receivable subject to the A/R Securitization Programs at any time shall not exceed $250,000,000;





(iv)  assignments and licenses of Intellectual Property of Company or any Subsidiary between or among Company and its Subsidiaries, and licenses (a) to Joint Ventures or (b) in the ordinary course of business;





(v)  leases of owned real property and subleases of leased real property, in each case, not interfering in any material respect with the operations of Company and its Subsidiaries;





(vi)  Company and its Subsidiaries may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided that the consideration received for such assets (other than assets described in clause (iii)(c) or (d) of the definition of Asset Sale) shall be in an amount at least equal to the fair market value thereof (as determined in good faith by Company);





(vii)  Company and its Subsidiaries may dispose of used, obsolete, worn out or surplus property in the ordinary course of business;





(viii)  Company and its Subsidiaries may make Asset Sales of assets having a net book value on Company’s books and records not in excess of the greater of (a) $35,000,000 in any Fiscal Year or (b) to the extent (y) the Company and its Subsidiaries shall be in Pro Forma Compliance and (z) the Consolidated Net Leverage Ratio does not exceed 2.75 to 1.00 on a Pro Forma Basis, $100,000,000 in any Fiscal Year (to the extent such Asset Saleis a Material Event or to the extent the Consolidated Net Leverage Ratio as of the end of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered was greater than 2.00 to 1.00, Company shall deliver to Administrative Agent an Officer’s Certificate (in form and substance satisfactory to Administrative Agent and including detailed








117








provided





(ix)  in order to resolve disputes that occur in the ordinary course of business, Company and its Subsidiaries may sell, transfer, dispose of or discount or otherwise compromise for less than the face value thereof, notes or accounts receivable;





(x)  Company or a Subsidiary may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the Governing Body of the Subsidiary if required by applicable law;





(xi)  Any transaction permitted pursuant to subsection 7.3 or 7.10;





(xii)  Company and its Subsidiaries may sell or otherwise dispose of Cash Equivalents for fair value;





(xiii)  Company and its Subsidiaries may sell or otherwise dispose of specific items of equipment so long as the purpose of such sale or disposition is to acquire replacement items of like-kind equipment or other equipment used or useful in the conduct of the business of Company or any of its Subsidiaries;





(xiv)  leases, assignments and licenses of personal property in the ordinary course of business;





(xv)  dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of Company and its Subsidiaries;










provided










(xix)  (A) any disposition of the Energy Assets, including pursuant to the Energy Sale; provided, that (a) all Capital Lease obligations and other Indebtedness associated with the Spanish Energy Assets shall be paid in full or assumed by the purchaser thereof upon consummation of such disposition and (b) to the extent Liquidity (on a pro forma basis after giving effect to the receipt of the proceeds from such disposition and the payments required pursuant to clause (a)) is less than $250,000,000, an amount equal to the lesser of (1) the remaining net proceeds of such disposition after giving effect to the payments required pursuant to clause (a) and (2) $25,000,000 shall be deposited into a blocked account held with








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Energy Account





7.8  Foreign Assets Controls










7.9  Transactions with Shareholders and Affiliates





provided Schedule 7.9





7.10  Sales and Lease-Backs





provided subsection 7.1





7.11  Conduct of Business; Amendments to Organizational Documents; Ownership of Subsidiaries













119













7.12  Amendments of Documents Relating to Indebtedness










7.13  Fiscal Year










SECTION 8.





Events of Default





8.1  Failure to Make Payments When Due










8.2  Default in Other Agreements





(i)  Failure of any Loan Party or any Subsidiary to pay when due any principal of or interest on or any other amount payable in respect of one (1) or more items of Indebtedness (other than Indebtedness referred to in subsection 8.1) or Contingent Obligations in an individual principal amount of $10,000,000 or more or with an aggregate principal amount of $25,000,000 or more, in each case beyond the end of any grace period provided therefor; or








120








(ii)  breach or default by any Loan Party or any Subsidiary with respect to any other material term of (a) one or more items of Indebtedness in the individual or aggregate principal amounts referred to in clause (i) above or (b) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders) to cause, that Indebtedness to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or





(iii)  any default (after the expiration of any applicable cure period) or event of default under the Senior Note Indenture or the Senior Notes shall have occurred and be continuing; or





8.3  Breach of Certain Covenants





subsection 2.4B(iii)(f) 2.5B 2.5C 6.1(i) 6.2 6.12, 6.13 Sections 7.1 7.2A 7.3 7.4 7.5 7.6 7.7 7.10 7.11(b) 7.12





8.4  Breach of Warranty










8.5  Other Defaults Under Loan Documents





Section 8





8.6  Involuntary Bankruptcy; Appointment of Receiver, etc.





(i)  A court having jurisdiction in the premises shall enter a decree or order for relief, suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, receivership or reorganization in respect of any Loan Party or any Significant Subsidiary in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law or the laws of any Relevant Jurisdiction; or





(ii)  (a) an involuntary case shall be commenced against any Loan Party or any Significant Subsidiary under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises or any action taken by a creditor for the appointment of a receiver, administrator, liquidator, sequestrator, trustee, custodian, similar officer or other officer having similar powers over any Loan Party or any Significant Subsidiary, or over all or part of its property, shall have been entered; or (b) there shall have occurred the involuntary appointment of an interim or provisional liquidator, receiver, trustee or other custodian of any Loan Party or any Significant Subsidiary for all or part of its property; or (c) a warrant of attachment,








121













8.7  Voluntary Bankruptcy; Appointment of Receiver, etc.





(i)  Any Loan Party or any Significant Subsidiary shall have an order for relief, suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization, entered with respect to it or its assets or commence a voluntary case, or take any corporate action to appoint an administrator, liquidator or receiver, under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, or to the appointment of an administrator, liquidator or receiver or similar officer under any such law, or shall consent to the appointment of or taking possession by a receiver, administrator, liquidator, receiver, trustee or other custodian for all or a substantial part of its property; or any Loan Party or any Significant Subsidiary shall make any assignment for the benefit of creditors; or





(ii)  Any Loan Party or any Significant Subsidiary shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due, or its being insolvent for the purpose of any applicable law; or the Governing Body of any Loan Party or any Significant Subsidiary (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to in clause (i) above or this clause (ii);





Section 8.6 Section 8.7





(i)  a “suspension of payments” includes that Loan Party incorporated in France  being in a state of cessation des paiements within the meaning of the French Commercial Code (Code de commerce);





(ii)  a “moratorium” includes a moratorium under a mandat ad hoc or conciliation procedure in accordance with articles L. 611-3 to L. 611-16 of the French Commercial Code (Code de commerce);





(iii)  a “similar officer” in Section 8.6 and 8.7 shall include a provisional administrator, conciliateur, mandataire ad hoc, administrateur judiciaire, mandataire judiciaire, liquidateur judiciaire, commissaire à l'exécution du plan, mandataire à l'exécution de l'accord or any person appointed as a result of any proceedings described in paragraph (v) below;





(iv)  a “winding-up”, “dissolution”, “administration” or “reorganization” includes liquidation judiciaire, redressement judiciaire, sauvegarde, sauvegarde accélérée, sauvegarde financière accélérée, mandat ad hoc or conciliationproceedings under Livre Six  of the French Commercial Code (Code de commerce); and





(v)  “any corporate action to appoint an administrator, liquidator or receiver” shall include:





(A)  any Loan Party incorporated in France applying for mandat ad hoc or conciliation in accordance with articles L. 611-3 to L. 611-16 of the French Commercial Code (Code de commerce); and








122








(B)  the entry of a judgment opening against a Loan Party incorporated in France sauvegarde, sauvegarde accélérée, sauvegarde financière accélérée, redressement judiciaire or liquidation judiciaire proceedings or ordering a cession totale ou partielle de l'entrepriseunder articles L. 620-1 to L. 670-8 of the French Commercial Code (Code de commerce); or





8.8  Judgments and Attachments





(i)  Any final, non-appealable money judgment, writ or warrant of attachment or similar process involving (a) in any individual case an amount in excess of $10,000,000 or (b) in the aggregate at any time an amount in excess of $25,000,000, in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage in writing, shall be entered or filed against Company or any other Loan Party or any Subsidiary or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of 60 days (or in any event later than five days prior to the date of any proposed sale thereunder); or





(ii)  Any expropriation, attachment, sequestration, distress or execution or any analogous process in any relevant jurisdiction affects any asset or assets of a Borrower or a Material Subsidiary having in an individual value in excess of $10,000,000 or an aggregate value in excess of $25,000,000 and is not discharged within 14 days; or





8.9  Dissolution










8.10  Employee Benefit Plans










8.11  Change in Control










8.12  Uninsured Loss .










8.13  Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations.













123













THEN





SECTION 9.





9.1  Appointment





A.  Appointment of Administrative Agent. Section 9 subsection 2.1D








124













“Related Parties”





B.  Appointment of Supplemental Collateral Agents. “Supplemental Collateral Agent” as “Supplemental Collateral Agents”)





Section 9 subsections 10.2 10.3













125








C.  Control.





9.2  Powers and Duties; General Immunity





A.  Powers; Duties Specified.





B.  No Responsibility for Certain Matters.





C.  Exculpatory Provisions. subsection 10.6 provided








126








subsection 10.6





D.  Agents Entitled to Act as Lender.





9.3  Independent Investigation by Lenders; No Responsibility For Appraisal of Creditworthiness.










9.4  Right to Indemnity





provided








127








subsection 9.4





9.5  Resignation of Agents; Successor Administrative Agent, Issuing Lender and Swing Line Lender





A.  Resignation; Successor Administrative Agent. provided subsection 9.5A Section 9





B.  Successor Issuing Lender and Swing Line Lender. subsection 9.5A subsection 9.5A








128








subsection 2.1E Exhibit IV





C.





(i)  If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (e) of the definition thereof, the Requisite Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Requisite Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.





(ii)  With effect from the Removal Effective Date (A) the removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (B) except for any indemnity payments owed to the removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent as provided for above.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph).  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the removed Administrative Agent’s removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.3 shall continue in effect for the benefit of such removed Administrative Agent, its sub‐agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.





9.6  Collateral Documents and Guaranties













129













subsection 9.6








130













9.7  Duties of Other Agents










9.8  Administrative Agent May File Proofs of Claim










(i)  to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Loans and any other Obligations that are owing and unpaid and to file such other papers or documents as may be necessary or advisable in order to have the claims of Lenders and Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders and Agents and their agents and counsel and all other amounts due Lenders and Agents under subsections 2.3 and 10.2) allowed in such judicial proceeding, and





(ii)  to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;





subsections 2.3 10.2


















131








9.9  Secured Cash Management Agreements and Secured Hedge Agreements





Section 9 Section 9





9.10  Exculpatory Provisions










(i)  shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;





(ii)  shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Administrative Agent is required to exercise as directed in writing by the Requisite Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and





(iii)  shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Company or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity.





subsection 10.6 Section 8













132








Section 4





9.11  Reliance by Administrative Agent










SECTION 10.





10.1  Successors and Assigns; Assignments and Participations in Loans and Letters of Credit





A.  General. subsection 10.1 subsection 2.1A(iii) subsection 10.5 subsection 9.5





B.  Assignments.





(i)  Amounts and Terms of Assignments.  Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided  that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure of the assigning Lender and the assignee subject to each such








133








provided however provided subsection 2.7B(viii)





clause (B)





clause (ii)








134








subsection 10.9B provided subsection 2.1E Exhibit III subsection 2.1A(iii) subsection 10.5 subsection 10.1B subsection 10.1C










(ii)  Acceptance by Administrative Agent; Recordation in Register.  Upon its receipt of an Assignment Agreement executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with the processing and recordation fee referred to in subsection 10.1B(i)  and any forms, certificates or other evidence with respect to United States federal income tax withholding matters that such assignee may be required to deliver to Administrative Agent pursuant to subsection 2.7B(viii), Administrative Agent shall, if Administrative Agent and Company have consented to the assignment evidenced thereby (in each case to the extent such consent is required pursuant to subsection 10.1B(i)), (a) accept such Assignment Agreement by executing a counterpart thereof as provided therein (which acceptance shall evidence any required consent of Administrative Agent to such assignment), (b) record the information contained therein in the Register, and (c) give prompt notice thereof to Company.








135








subsection 10.1B(ii)





(iii)  Deemed Consent by Company.  If the consent of Company to an assignment or to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified in subsection 10.1B(i)), Company shall be deemed to have given its consent ten (10) Business Days after the date notice thereof has been delivered to Company unless such consent is expressly refused by Company prior to such tenth Business Day.





(iv)  Special Purpose Funding Vehicles.  Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and Company, the option to provide to Company all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof.  The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.  Each party hereto hereby agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender) and (ii) Granting Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the other Lenders towards such Granting Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Granting Lender, which shall remain the holder of the Obligations in the Register.  In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof.  In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv), any SPC may (i) with notice to, but without the prior written consent of, Company and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC to the extent permitted by the terms of this Agreement.  This subsection 10.1B(iv)  may not be amended without the written consent of any SPC existing at the time of such amendment.  Each Granting Lender shall, acting for this purpose as an agent of Company, maintain at one of its offices a register substantially similar to the Register for the recordation of the names and addresses of its assignees and the amount and terms of its assignments pursuant to this subsection 10.1(B)(iv)  and no such assignment shall be effective until and unless it is recorded in such register.





C.  Participations. provided








136








provided subsection 10.1C subsections 2.6D 2.7 subsection 10.1B subsection 10.4 subsection 10.5 subsections 2.6D 2.7 subsection 2.7 subsection 2.7B(viii) subsection 2.1D





D.  Pledges and Assignments. provided





E.  Information. subsection 10.18





F.  Agreements of Lenders. subsection 10.1





G.  Resignation as Issuing Lender or Swing Line Lender after Assignment.








137








subsections 10.1A 10.1B provided however subsection 3.3 subsection 2.1A(iii)





H.  Withholding Taxes. subsection 2.7A subsection 2.7B subsection 10.1H subsection 2.7B subsection 2.7B(v)





10.2  Expenses













138








subsection 10.2





10.3  Indemnity





subsection 10.2 “Indemnitee” “Indemnitees” provided





“Indemnified Liabilities” provided








139








subsection 10.3





subsection 10.3





10.4  Set-Off





Section 8 provided subsection 2.12








140













10.5  Ratable Sharing





“Aggregate Amounts Due” provided subsection 2.11 subsection 10.5 subsections 10.1B 10.1C subsection 10.1B





10.6  Amendments and Waivers













141








provided





(a)  each Lender (other than any Defaulting Lender) with Obligations directly affected (whose consent shall be required for any such amendment, modification, termination or waiver in addition to that of Requisite Lenders) (1) reduce or forgive the principal amount of any Loan, (2) postpone the scheduled final maturity date of any Loan, (3) postpone the date on which any principal, interest or any fees are payable, (4) decrease the interest rate borne by any Loan (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to subsection 2.2E or amendment of subsection 2.2E) or the amount of any fees payable hereunder (other than any waiver of any increase in the fees applicable to Letters of Credit pursuant to subsection 3.2 following an Event of Default) (excluding any change in the manner in which any financial ratio used in determining any interest rate or fee is calculated that would result in a reduction of any such rate or fee and excluding any fees specified in the Fee Letter, which may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto), (5) reduce the amount or postpone the due date of any amount payable in respect of any Letter of Credit, (6) extend the expiration date of any Letter of Credit beyond the Revolving Loan Commitment Termination Date (except as provided in subsection 3.1A), (7) extend the Revolving Loan Commitment Termination Date or (8) change in any manner the obligations of Revolving Lenders relating to the purchase of participations in Letters of Credit; and





(b)  each Lender (other than any Defaulting Lender), (1) change in any manner the definition of “Pro Rata Share” or the definition of “Requisite Lenders” (except for any changes resulting solely from an increase in the aggregate amount of the Commitments pursuant to subsection 2.10 or approved by Requisite Lenders), (2) change in any manner any provision of this Agreement that, by its terms, expressly requires the approval or concurrence of all Lenders (other than Defaulting Lenders) or otherwise specifies the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, (3) increase the maximum duration of Interest Periods permitted hereunder, (4)(A) release any Lien granted in favor of Administrative Agent (for the benefit of the Secured Parties) with respect to 25% or more in aggregate fair market value of the Collateral or (B) release Company or Globe from its obligations under the Company Guaranty or any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, in each case other than in accordance with the terms of the Loan Documents including Section 9.6 hereof (in which case such release may be made by Administrative Agent acting alone), or (5) change in any manner or waive the provisions contained in subsection 2.4C(iii), subsection 2.4D, subsection 8.1, subsection 10.5 or thissubsection 10.6.





subsection 2.1A(iii) Section 3 Section 9 Section 8 subsection 10.1B(iv)








142













subsection 10.6










10.7  Independence of Covenants













143








10.8  Notices; Effectiveness of Signatures





provided Schedule 10.8 subsection 6.1 provided





provided





“Communications” provided however provided








144













10.9  Survival of Representations, Warranties and Agreements





A.





B.  subsections 2.6D 2.7 10.2 10.3 10.4 10.16 10.17 subsections 9.2C 9.4 10.5 10.11(b) 10.16 10.17 10.18





10.10  Failure or Indulgence Not Waiver; Remedies Cumulative; Enforcement










Section 8 provided however subsection 10.4 subsection 10.5 provided further Section 8








145








clauses (b) (c) (d) subsection 10.5





10.11  Marshalling; Payments Set Aside










10.12  Severability










10.13  Obligations Several; Independent Nature of Lenders’ Rights; Damage Waiver





subsection 9.6





subsection 2.1C provided








146








10.14  Applicable Law










10.15  Construction of Agreement; Nature of Relationship















10.16










(I)  ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;





(II)  WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;





(III)  AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO IT AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION 10.8;








147








(IV)  AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER IT IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;





(V)  AGREES THAT EACH LOAN PARTY, EACH AGENT AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST EACH LOAN PARTY, EACH AGENT AND EACH LENDER IN THE COURTS OF ANY OTHER JURISDICTION; AND





(VI)  AGREES THAT THE PROVISIONS OF THIS SUBSECTION 10.16 RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.





10.17  Waiver of Jury Trial





EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION 10.17 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER.





10.18  Confidentiality













148








subsection 10.18 subsection 10.18 provided provided further










10.19  Counterparts; Effectiveness













149








10.20  Electronic Execution of Assignments and Certain Other Documents










10.21  Judgment Currency





“Judgment Currency” “Agreement Currency”





10.22  USA Patriot Act.










10.23  Acknowledgement and Consent to Bail-In of EEA Financial Institutions













150








(i)  the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and





(ii)  the effects of any Bail-in Action on any such liability, including, if applicable:





(iii)  a reduction in full or in part or cancellation of any such liability;





(iv)  a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or





(v)  the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
































151








IN WITNESS WHEREOF






BORROWERS:



GLOBE SPECIALTY METALS, INC.By:Name:Title:


[_______________________]By:Name:Title:










152




ADMINISTRATIVE AGENT AND LENDER:





CITIZENS BANK OF PENNSYLVANIABy:Name:Title:


153




SYNDICATION AGENT AND LENDER:



[_______________________]By:Name:Title:








154




LENDERS:



[_______________________]By:Name:Title:










155


Exhibit B




























1.1A
MORTGAGED PROPERTY1.1B
EXISTING LETTERS OF CREDIT1.1C
RESERVED1.1D
ENERGY ASSETS2.1A
COMMITMENTS AND PRO RATA SHARES4.1C
CORPORATE AND CAPITAL STRUCTURE; OWNERSHIP5.1
SUBSIDIARIES OF COMPANY5.1C
CLOSING DATE MATERIAL SUBSIDIARIES5.3
FINANCIAL STATEMENTS AND INFORMATION5.5B
REAL PROPERTY5.5C
INTELLECTUAL PROPERTY5.6
LABOR MATTERS5.11
CERTAIN EMPLOYEE BENEFIT PLANS6.11
POST CLOSING DELIVERIES7.1
CERTAIN EXISTING INDEBTEDNESS7.2
CERTAIN EXISTING LIENS7.3A
CERTAIN EXISTING INVESTMENTS7.4
CERTAIN EXISTING CONTINGENT OBLIGATIONS7.9
CERTAIN TRANSACTIONS WITH AFFILIATES10.8
FUNDING AND PAYMENT OFFICE; CERTAIN ADDRESSES FOR NOTICE








1























































2


















Plant
Location
OwnershipCastrelo
A Coruña (Castrelo), Spain
FerroAtlántica, S.A.Puente Olveira
A Coruña (Castrelo), Spain
FerroAtlántica, S.A.Carantoña
A Coruña (Pasarela), Spain
FerroAtlántica, S.A.Santa Eugenia I
A Coruña (Ezaro), Spain
FerroAtlántica, S.A.Santa Eugenia II
A Coruña (Ezaro), Spain
FerroAtlántica, S.A.Fervenza
A Coruña (A Reboira), Spain
FerroAtlántica, S.A.Novo Pindo
A Coruña (Ezaro), Spain
FerroAtlántica, S.A.Barasona
Huesca (Graus), Spain
Hidro Nitro Española, S.A.El Ciego
Huesca (Estada), Spain
Hidro Nitro Española, S.A.Arias I
Huesca (Somontano de Barbastro), Spain
Hidro Nitro Española, S.A.Arias II
Huesca (Somontano de Barbastro), Spain
Hidro Nitro Española, S.A.Ariéstolas
Huesca (Somontano de Barbastro), Spain
Hidro Nitro Española, S.A.St. Béron
St. Béron, France
FerroPem, S.A.S.Villalongue
Pierrefite, France
FerroPem, S.A.S.


3














Lender
Commitment
Pro Rata

ShareCitizens Bank of Pennsylvania
$36,666,666.67
18.3%HSBC Bank USA, National Association
$13,333,333.33
6.7%Fifth Third Bank
$16,666,666.67
8.3%PNC Bank, National Association
$31,666,666.67
15.8%Wells Fargo Bank, National Association
$31,666,666.67
15.8%Citibank N.A.
$16,666,666.67
8.3%Capital One, National Association
$13,333,333.33
6.7%Compass Bank
$23,333,333.33
11.7%Branch Banking and Trust Company
$16,666,666.67
8.3%Total
$200,000,000.00
---











4














Subsidiaries
Jurisdiction of Organization
Ownership interests of the Company and

Subsidiaries (unless otherwise indicated,

all are 100% owners)Grupo FerroAtlántica, S.A.U.
Spain
Ferroglobe PLCFerroAtlántica, S.A.U.
Spain
Grupo FerroAtlántica, S.A.U.Hidro Nitro Española, S.A.
Spain
FerroAtlántica, S.A.U. – 99.875%FerroAtlántica de Venezuela (FerroVen), S.A.
Venezuela
FerroAtlántica, S.A.U. – 80%FerroAtlántica I+D, S.L.U.
Spain
FerroAtlántica, S.A.U.FerroAtlántica y Cía., F. de Ferroaleac. y Metales, S.C.
Spain
FerroAtlántica, S.A.U. – 99.99% FerroAtlántica I+D, S.L. – 0.01%Cuarzos Industriales, S.A.U.
Spain
FerroAtlántica, S.A.U.Rocas, Arcillas y Minerales, S.A.
Spain
FerroAtlántica, S.A.U. – 50%

Cuarzos Industriales, S.A.U. – 16.67%FerroAtlántica Deutschland, GmbH
Germany
FerroAtlántica, S.A.U.Cuarzos Industriales de Venezuela (Cuarzoven), S.A.
Venezuela
FerroAtlántica, S.A.U.FerroAtlántica de México, S.A. de C.V.
México
FerroAtlántica, S.A.U. – 99.99%FerroPem, S.A.S.
France
Grupo FerroAtlántica, S.A.U.Silicon Smelters (Pty.), Ltd.
South Africa
Grupo FerroAtlántica, S.A.U. – 86%FerroAtlántica Brasil Mineraçao Ltda.
Brazil
FerroAtlántica, S.A.U. – 70%Ganzi FerroAtlántica Silicon Industry Company, Ltd.
China
FerroAtlántica, S.A.U. – 75%Silicio FerroSolar
Spain
Grupo FerroAtlántica, S.A.U.Mangshi Sinice Silicon Industry Company Limited
China
Grupo FerroAtlántica, S.A.U.Photosil Industries, S.A.S.
France
FerroPem, S.A.S.Emix, S.A.S.
France
Silicio FerroSolar, S.L.Thaba Chueu Mining (Pty.), Ltd.
South Africa
Silicon Smelters (Pty.), Ltd. – 74%Rebone Mining (Pty.), Ltd.
South Africa
Thaba Chueu Mining (Pty.), Ltd.FerroQuébec, Inc.
Canada
FerroAtlántica Canada Co. LtdFerroAtlántica Canada Co. Ltd
Canada
FerroAtlántica International, LtdFerroAtlantica International, Ltd
United Kingdom
Grupo FerroAtlántica, S.A.U.Ultra Core Polska UCP
Poland
Globe Argentina Holdco, LLCInversora Nihuiles S.A.
Argentina
Ultracore Energy S.A. – 9.75%Inversora Diamante S.A.
Argentina
Ultracore Energy S.A. – 8.4%Hidroelectrica Los Nihuiles S.A.
Argentina
Inversora Nihuiles S.A. – 51%Hidroelectrica Los Diamante S.A.
Argentina
Inversora Diamante S.A. – 59%MST Financial Holdings, LLC
Delaware
Globe Specialty Metals, Inc.MST Financial LLC
Delaware
MST Financial Holdings, LLCMST Resources, LLC
Delaware
MST Financial Holdings, LLCFerroglobe, Inc.
Delaware
MST Financial Holdings, LLCGSM Netherlands Overseas I, B.V.
Netherlands
GSM Netherlands, B.V.








5








GSM Netherlands Overseas II, B.V.
Netherlands
GSM Netherlands, B.V.Islenska Kisilfelagio Ehf.
Iceland
GSM Netherlands Overseas II, B.V.Quebec Silicon GP
Canada
QSIP Canada ULC – 51%Laurel Ford Resources, Inc.
Kentucky
Globe Metallurgical Inc.Globe LSE Inc.
Delaware
Globe Metallurgical Inc.Globe Metallurgical Carbons LLC
Delaware
Globe Metallurgical Inc.Coal Mining Services I LLC
Delaware
Globe Metallurgical Inc.Coal Mining Services II LLC
Delaware
Globe Metallurgical Inc.GBG Financial, LLC
Delaware
GSM Enterprises Holdings, LLCECPI, Inc.
Delaware
GSM Enterprises Holdings, LLCGlobe BG, LLC
Delaware
GSM Enterprises Holdings, LLC16 Front Street, LLC
Delaware
GSM Enterprises Holdings, LLCARL Resources, LLC
Delaware
Alden Resources, LLCARL Services, LLC
Delaware
Alden Resources, LLCQSI Partners Ltd.
Cayman Islands
GSM Enterprises, LLCMetallurgical Process Materials, LLC
Delaware
Core Metals Group, LLCGlobe Realty LLC
New York
Globe Specialty Metals, Inc.GSM Financial, Inc.
Delaware
Globe Specialty Metals, Inc.Globe Realty Florida LLC
Delaware
Globe Specialty Metals, Inc.Ferroquartz Holdings Ltd.
Hong Kong
Grupo FerroAtlántica, S.A.U.FerroTambao S.A.R.L.
Burkina Faso
Grupo FerroAtlántica, S.A.U. – 90%Ferroquarz Mauritania S.A.R.L.
Mauritania
Grupo FerroAtlántica, S.A.U. – 90%Ferromanganese Mauritania, S.A.R.L.
Mauritania
Grupo FerroAtlántica, S.A.U. – 90%Mangshi FerroAtlántica Mining Industry Service Co. Ltd
China
Ferroquartz Holdings Ltd.Actifs Solaires Becancour, Inc.
Canada
Silicio FerroSolar, S.L.El Hajera S.A.R.L.
Mauritania
Ferroquarz Mauritania S.A.R.L. – 10% Ferromanganese Mauritania, S.A.R.L. – 10%FerroAtlántica India Private Limited
India
FerroAtlántica, S.A.U. – 99.99% FerroPem, S.A.S. – 0.01%Société FerroQuartz Inc.
Canada
FerroAtlántica Canada Co. LtdGlobe Specialty Metals, Inc.
Delaware
Ferroglobe PLCAlabama Sand and Gravel, Inc.
Delaware
Globe Metallurgical Inc.Globe Metales, S.A.
Argentina
Globe Specialty Metals Inc. – 90% Globe Argentina Holdco LLC – 10%Globe Metallurgical Inc.
Delaware
Globe Specialty Metals, Inc.LF Resources, Inc.
Delaware
Globe Specialty Metals, Inc.Ningxia Yongvey Coal Industrial Co., Ltd.
China
LF Resources, Inc. – 98%Solsil, Inc.
Delaware
Globe Specialty Metals, Inc. – 97.25%Ultracore Energy S.A.
Argentina
Globe Metales, S.A.West Virginia Alloys, Inc.
Delaware
Globe Metallurgical Inc.GSM Alloys I, Inc.
Delaware
Globe Specialty Metals, Inc.GSM Alloys II, Inc.
Delaware
Globe Specialty Metals, Inc.WVA Manufacturing, LLC
Delaware
GSM Alloys I and II – 51%Globe Metals Enterprises, Inc.
Delaware
Globe Specialty Metals, Inc.Core Metals Group Holdings, LLC
Delaware
Globe Metals Enterprises, Inc.Core Metals Group, LLC
Delaware
Core Metals Group Holdings LLCTennessee Alloys Company, LLC
Delaware
Core Metals Group LLCGSM Enterprises Holdings, LLC
Delaware
GSM Enterprises, LLCGBG Holdings, LLC
Delaware
GSM Enterprises Holdings, LLCAlden Resources, LLC
Delaware
GBG Holdings, LLCGatliff Services, LLC
Delaware
GSM Enterprises Holdings, LLC








6








Alden Sales Corporation, LLC
Delaware
GSM Enterprises Holdings, LLCNorchem, Inc.
Florida
Globe Metallurgical Inc. – 50%

GSM Enterprises Holdings, LLC – 50%QSIP Sales ULC
Canada
QSIP Canada ULCQSIP Canada ULC
Canada
GSM Netherlands Overseas IV, B.V.Quebec Silicon LP
Canada
QSIP Canada ULC – 51%GSM Netherlands, B.V.
Netherlands
Globe Specialty Metals, Inc.Silicon Technology (Proprietary) Limited
South Africa
GSM Netherlands Overseas III, B.V.GSM Sales, Inc.
Delaware
Globe Specialty Metals, Inc.GSM Enterprises, LLC
Delaware
Globe Specialty Metals, Inc.GSM Netherlands Overseas III, B.V.
Netherlands
GSM Netherlands, B.V.GSM Netherlands Overseas IV, B.V.
Netherlands
GSM Netherlands, B.V.Globe Argentina Holdco, LLC
Delaware
Globe Specialty Metals, Inc.Ferroglobe Services (UK) Ltd
England and Wales
Ferroglobe PLC








7


















(i)
Employee Benefit Plans of the Company and its Subsidiaries that provide health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company or any of its Domestic Subsidiaries, other than Employee Benefit Plans that have been taken into account in developing the FAS 106 cost figures disclosed to Lenders. Employee Benefit Plans include employee welfare benefit plans and employee pension benefit plans.  These plans cover health insurance plans, general employee benefit plans, 401(k) plans and retirement plans.





1.
Globe Metallurgical, Inc. hourly employees’ Retirement Savings Plan (covering Niagara Falls and Selma hourly Employees2.
Globe Metallurgical, Inc. Retirement Savings Plan3.
Globe Metallurgical, Inc. Hourly Employees’ Retirement Savings Plan4.
Globe Metallurgical Inc. Pension Plan5.
Globe Metallurgical Inc. Niagara Falls Hourly Employees Pension Plan6.
Globe Metallurgical Inc. Retiree Medical Insurance Savings Plan7.
Pension Plan for hourly employees of the Alamet Division of Globe Metallurgical Inc.8.
Core Metals Group Retirement Plan9.
Tennessee Alloys Company Pension Plan10.
Alden Resources LLC 401(K) Transamerica plan documents11.
Informed Medical and Prescription Plan – Self Insured12.
Informed Dental Plan – Self Insured13.
Informed FSA Medical and Dependent Care14.
Highmark BC/BS Medical and Prescription Plan for Core Metals Employees15.
Guardian Dental – Dental and Vision Plan for Core Metals Employees16.
VSP Vision Services – Vision Plan for Core Metals Employees17.
Lincoln Financial Group Life/AD&D for Core Metals Employees18.
Lincoln Financial Group Short Term Disability for Core Metals Employees19.
Lincoln Financial Group Long Term Disability for Core Metals Employees20.
Lincoln Financial Group Dependent Life (Spouse/Child) for Core Metals Group Employees21.
BC/BS of Alabama Medical, Prescription and Dental Plan for Selma and Alabama Sand and Gravel, Inc. Employees– Self Insured22.
United Healthcare - Oxford Medical and Prescription Plan for Globe Specialty Metals, Inc., Alden Employees and Norchem – Fully Insured23.
BMS LLC Health Reimbursement Arrangement Bridge Plan for Globe Specialty Metals, Inc. and Alden Resources LLC Employees – Self Insured24.
Medex Worldwide Travel Medical Assistance – Fully Insured25.
Medical Expense Reimbursement Plan26.
Standard Insurance Company - Basic Life/ADD&D - $10,00027.
Short term disability up to 26 weeks – self administered28.
Standard insurance company - long term disability (after 26 weeks) for salaried employees








8








29.
Fort Dearborn Life short term disability for Niagara Employees (hourly employees up to 52 weeks and salaried employees up to 26 weeks)30.
CRX Optional Prescription Savings Plan – GMI Group31.
Delta Dental PPO for Globe Specialty Metals32.
OSDE Medical Plan for Salaried Employees33.
Pharmacy Expense Reimbursement Plan for Hourly and Salaried Employees




























9


















1.
A Capital Lease Agreement dated April 5, 2012 by and between Fifth Third Equipment Finance Company, an Ohio corporation and Alden Resources in an amount not to exceed $11,054,177.27, of which $815,523 was outstanding as of December 31, 2016, as may be amended from time to time.





2.
A Continuing Guaranty by Globe Specialty Metals, Inc., in favor of FIFTH THIRD BANK, an Ohio banking corporation located at 38 Fountain Square Plaza, Cincinnati, Hamilton County, Ohio 45263, for itself and as agent for any affiliate or subsidiary of Fifth Third Bancorp, and their respective successors and assigns, relating to the Capital Lease Agreement in item 4 below.





3.
A Capital Lease Agreement dated May 24, 2012 by and between Newco Mining KY, LLC, a Minnesota limited liability company and ARL Resources, LLC, as may be amended from time to time, in an amount of $2,692,232.86, of which $2,054,652 was outstanding as of December 31, 2016.





4.
Capital Lease Between Globe Metallurgical Inc. and CAT Financial dated April 4, 2014, as may be amended from time to time, in the amount of $360,574.80 with an outstanding balance of $162,258.66 as at December 31, 2016.





5.
Capital Lease Between Globe Metallurgical Inc. and CAT Financial dated April 4, 2014, as may be amended from time to time, in the amount of $360,574.80 with an outstanding balance of $162,258.66 as at December 31, 2016.





6.
Working Capital financing by and between Globe Metales and Banco Macro SA with a line of $3,500,000 of which $502,000 was outstanding as at December 31, 2016.





7.
Working Capital financing by and between Globe Metales and Banco Supervielle with a line of $1,161,000 of which $0 was outstanding as at December 31, 2016.





8.
Working Capital financing by and between Globe Metales and Banco CitiBank with a line of $2,000,000 of which $0 was outstanding as at December 31, 2016.





9.
Working Capital financing by and between Globe Metales and Santander Rio Bank with a line of $1,858,000 of which $547,000 was outstanding as at December 31, 2016.





10.
The several performance and surety bonds issued by RLI Insurance Company on behalf of Alden Resources LLC; ARL Resources, LLC; Alabama Sand and Gravel, Inc.; Core Metals Group LLC; WVA Manufacturing, LLC and Globe Metallurgical Inc. of which $9,777,400 was outstanding as of February 3, 2017.





11.
Definitive Resolution Providing Financial Support, dated September 8, 2016, between FerroAtlántica, S.A., as borrower and the Spanish Ministry of Industry, Tourism and








10













12.
Definitive Resolution Providing Financial Support, dated September 8, 2016, between FerroAtlántica, S.A., as borrower and the Spanish Ministry of Industry, Tourism and Commerce, as Lender, for aggregate principal amount €44,999,114.00, as may be amended from time to time.





13.
Loan Agreement, dated June 6, 2011, between FerroAtlántica, S.A., as borrower, and the Spanish Ministry of Industry, Tourism and Commerce, as lender, for aggregate principal amount €3,462,500.00, as may be amended from time to time.





14.
Loan Agreement, dated June 6, 2011, between Hidro Nitro Española, S.A., as borrower, and the Spanish Ministry of Industry, Tourism and Commerce, as lender, for aggregate principal amount €1,348,459.61.00, as may be amended from time to time.





15.
Loan Agreement, dated December 22, 2010, between FerroAtlántica, S.A., as borrower and the Center for Technological-Industrial Development, as lender, for aggregate principal amount €2,406,091.15, as may be amended from time to time. Loan Agreement, dated May 13, 2014, between Silico Ferrosolar, S.L.U., as borrower and the Center for Technological-Industrial Development, as lender, for aggregate principal amount €2,087,260.00, as may be amended from time to time.





16.
Financing Agreement between Photosil Industries, S.A.S., as borrower, FerroPem, S.A.S., as guarantor, and the French Agency for the Environment and Management of Energy, as lender, for aggregate principal amount €5,503,371.92, as may be amended from time to time.





17.
Working Capital financing by and between FerroAtlántica, S.A. and Banesto, S.A. of which €251,000 was outstanding as at December 31, 2016.





18.
Working Capital financing by and between FerroAtlántica, S.A. and Bankia, S.A. of which €3,757,000 was outstanding as at December 31, 2016.





19.
Working Capital financing by and between Hidro Nitro Española, S.A. and Banesto, S.A. of which €431,000 was outstanding as at December 31, 2016.





20.
Working Capital financing by and between Hidro Nitro Española, S.A. and Bankia, S.A. of which €2,500,000 was outstanding as at December 31, 2016.





21.
Interest rate swap by and between FerroAtlántica, S.A. and NCG Banco, S.A., dated May 25, 2012.





22.
The following intercompany loans:





A.
Facility Agreement, dated as of March 31, 2016, between Ferroglobe PLC and Grupo FerroAtlántica, S.A.U., (aggregate principal amount €25 million) as may be amended or modified from time to time; providedthat the aggregate principal








11










B.
Treasury Agreement, dated January 2, 2014, between Grupo FerroAtlántica, S.A.U. and FerroPem, S.A.S., (maximum amount €100 million) as may be amended, modified or supplemented from time to time;providedthat the maximum amount available thereunder may not be increased and the maturity thereof may not be amended to be prior to August 21, 2018.





C.
Contract in respect of Credit Account, dated May 28, 2012, between GFA SAU and FerroAtlántica, S.A. (maximum amount $75 million), as may be amended, modified or supplemented from time to time;providedthat the maximum amount available thereunder may not be increased and the maturity thereof may not be amended to be prior to August 21, 2018.





D.
Shareholder’s Loan, dated as of July 1, 2013 between GFA SAU and Mangshi Sinice Silicon Industry Co., Ltd. (aggregate principal amount € 3.5 million), as may be amended, modified, supplemented, or recharacterized as an equity contribution, from time to time;providedthat the aggregate principal amount thereof may not be increased and the maturity thereof may not be amended to be prior to August 21, 2018.





E.
Shareholder’s Loan, dated as of March 6, 2015, between GFA SAU and Mangshi Sinice Silicon Industry Co., Ltd. (aggregate principal amount €14.5 million), as may be amended, modified, supplemented or recharacterized as an equity contribution, from time to time;providedthat the aggregate principal amount thereof may not be increased and the maturity thereof may not be amended to be prior to August 21, 2018.





F.
Facility Agreement (Bond Proceeds), dated as of the Third Amendment Effective Date, between Mangshi Sinice Silicon Industry Co., Ltd. and GFA SAU (aggregate principal amount €10,589,401.66), as the same may be amended, modified, supplemented or recharacterized as an equity contribution, from time to time;providedthat the aggregate principal amount thereof may not be increased and the maturity thereof may not be amended to be prior to August 21, 2018.





G.
Facility Agreement (RCF Proceeds), dated as of the Third Amendment Effective Date, between Mangshi Sinice Silicon Industry Co., Ltd. and GFA SAU (maximum amount $200 million), as the same may be amended, modified, supplemented or recharacterized as an equity contribution agreement, from time to time;providedthat the maximum amount available thereunder may not be increased and the maturity thereof may not be amended to be prior to August 21, 2018.





H.
Facility Agreement, dated as of the Third Amendment Effective Date, between GFA SAU, as lender, and Silicon Smelters Pty., Ltd., as borrower (maximum








12








provided





I.
Facility Agreement (Bond Proceeds), dated as of the Third Amendment Effective Date, between Silicon Smelters Pty., Ltd. and GFA SAU (aggregate principal amount ZAR 443,317,030.79), as the same may be amended, modified, supplemented, assigned or recharacterized as an equity contribution, from time to time;providedthat the aggregate principal amount thereof may not be increased and the maturity thereof may not be amended to be prior to August 21, 2018.





J.
Facility Agreement (RCF Proceeds), dated as of the Third Amendment Effective Date, between Silicon Smelters Pty., Ltd. and GFA SAU (maximum amount $200 million), as the same may be amended, modified, supplemented, assigned or recharacterized as an equity contribution agreement, from time to time;providedthat the maximum amount available thereunder may not be increased and the maturity thereof may not be amended to be prior to August 21, 2018.





K.
Facility Agreement, dated as of the Third Amendment Effective Date, between Silicon Smelters Pty., Ltd., as borrower, and Thabacheu Mining Pty. Ltd., as Lender (maximum amount ZAR 90 million), as may be amended, modified, supplemented, assigned or recharacterized as an equity contribution from time to time;providedthat the maximum amount available thereunder may not be increased and the maturity thereof may not be amended to be prior to August 21, 2018.





L.
Facility Agreement (Bond Proceeds), dated as of the Third Amendment Effective Date, between Silicon Smelters Pty., Ltd. and Thabacheu Mining Pty. Ltd. (aggregate principal amount ZAR 81,137,810.61), as the same may be amended, modified, supplemented, assigned or recharacterized as an equity contribution, from time to time;providedthat the aggregate principal amount thereof may not be increased and the maturity thereof may not be amended to be prior to August 21, 2018.





M.
Facility Agreement (RCF Proceeds), dated as of the Third Amendment Effective Date, between Silicon Smelters Pty., Ltd. and Thabacheu Mining Pty. Ltd. (maximum amount $200 million), as the same may be amended, modified, supplemented, assigned or recharacterized as an equity contribution agreement, from time to time;providedthat the maximum amount available thereunder may not be increased and the maturity thereof may not be amended to be prior to August 21, 2018.





13












1.
Liens on specified equipment of Alabama Sand and Gravel, Inc. pursuant to various existing agreements, by and between Alabama Sand and Gravel, Inc. and Thompson Tractor Co., Inc.





2.
Liens on specified equipment of Alden Resources LLC pursuant to various existing agreements, by and between Alden Resources LLC and Caterpillar Financial Services Corporation and Fifth Third Equipment Finance Company.





3.
Liens on specified purchased receivables pursuant to an existing Receivables Purchase Agreement dated December 29, 2014 by and between Alden Sales Corp, LLC and HSBC Bank, USA, N.A.





4.
Liens on specified purchased receivables pursuant to an existing Receivables Purchase Agreement dated December 29, 2014 by and between Core Metals Group LLC and HSBC Bank, USA, N.A.





5.
The Lien in favor of Citibank, N.A., as evidenced by UCC-1 Financing Statement File No. 2009 2197298, Filed on July 8, 2009 with the Delaware Secretary of State naming Globe Metallurgical Inc. (“GMI”) as Debtor and Citibank N.A. (“Citi”) as Secured Party on accounts receivable owed to GMI by Alcoa, Inc. that are factored by Citi on an advance payment basis relating to the Supplier Agreement dated May 11, 2009 between GMI and Citi.





6.
Liens on specified equipment of GMI pursuant to various existing agreements, by and between GMI and Caterpillar Financial Services Corporation and BNP Paribas.





7.
Liens on specified purchased receivables pursuant to an existing Receivables Purchase Agreement dated December 29, 2014 by and between GMI and HSBC Bank, USA, N.A.





8.
Liens on specified purchased receivables pursuant to an existing Receivables Purchase Agreement dated December 29, 2014 by and between GSM Sales, Inc. and HSBC Bank, USA, N.A.





9.
Liens on specified purchased receivables pursuant to an existing Receivables Purchase Agreement dated December 29, 2014 by and between Norchem, Inc. and HSBC Bank, USA, N.A.





10.
Liens pursuant to existing working capital financing for Globe Metales Listed in Items 6 through 9 in Schedule 7.1.





11.
Common Law and/or Statutory Rights of offset and liens that may arise in connection with the performance/surety bonds listed in Item 10 of Schedule 7.1.








14








12.
Bank guarantee amounting up to EUR 8,519,685.41 between Bankia, S.A. and Ferroatlántica, S.A.U. dated as of April 14, 2015.





13.
Bank guarantee amounting to EUR 4,500,000 between CaixaBank S.A. and Ferroatlántica, S.A. dated as of May 26, 2016.





14.
Bank guarantee amounting to EUR 3,375,000 between CaixaBank S.A. and Ferroatlántica, S.A. dated as of May 26, 2016.





15.
Bank guarantee amounting to EUR 1,926,000 between Bankinter, S.A. and Hidro Nitro Española, S.A. dated as of January 28, 2011.





16.
Bank guarantee amounting to EUR 425,416.07 between Bankia, S.A. and Ferroatlántica, S.A. dated as of August 20, 2014.





17.
Bank guarantee amounting to EUR 408,026.04 between Bankia, S.A. and Ferroatlántica, S.A. dated as of August 20, 2014.





18.
Bank guarantee amounting to EUR 390,170.52, between Bankia, S.A. and Ferroatlántica, S.A. dated as of August 20, 2014.





19.
Bank guarantee amounting to EUR 372,944.16, between Bankia, S.A. and Ferroatlántica, S.A. dated as of August 20, 2014.





20.
Bank guarantee amounting to EUR 356,419.97 between Bankia, S.A. and Ferroatlántica, S.A. dated as of August 20, 2014.





21.
Bank guarantee amounting to EUR 217,337.72 between Banco Bilbao Vizcaya Argentaria, S.A. and Ferroatlántica, S.A. dated as of April 24, 2013.





22.
Bank guarantee amounting to EUR 1,593.28 between Banco Bilbao Vizcaya Argentaria, S.A. and Ferroatlántica, S.A. dated as of April 25, 2013.





23.
Bank guarantee amounting to EUR 3,347.23 between Banco Bilbao Vizcaya Argentaria, S.A. and Ferroatlántica, S.A. dated as of April 25, 2013.





24.
Bank guarantee amounting to EUR 1,817.52 between Banco Bilbao Vizcaya Argentaria, S.A. and Ferroatlántica, S.A. dated as of April 25, 2013.





25.
Bank guarantee amounting to EUR 297,138.06 between Banco Bilbao Vizcaya Argentaria, S.A. and Ferroatlántica, S.A. dated as of April 24, 2013.





26.
Bank guarantee amounting to EUR 449,792.98 between Banco Bilbao Vizcaya Argentaria, S.A. and Ferroatlántica, S.A. dated as of April 24, 2013.





27.
Bank guarantee amounting to EUR 4,500,00.00 between CaixaBank, S.A. and Ferroatlántica, S.A. dated as of January 23, 2015, as amended.








15








28.
Bank guarantee amounting to EUR 3,375,00.00 between CaixaBank, S.A. and Ferroatlántica, S.A. dated as of January 23, 2015, as amended.





29.
Liens pursuant to the Finance Lease and the related Assignment Agreement between NGC Banco, S.A., Bankinter, S.A., Caixabank, S.A., Banco Bilbao Vizcaya Argentaria, S.A. and FerroAtlántica, S.A. (securing obligations under the Finance Lease and related Assignment Agreement, pursuant to which the equivalent of approximately $89 million was outstanding as at September 30, 2016).























16


















Description of Investment
Amount invested as of 12/31/2016

(US$ in dollars)
Execution Date of Agreement
Ferroglobe Entity1
Two loan agreements ($3 million and $2 million, plus interest) with Ningxia Yonvey Coal Industrial Co., Ltd.
$8,584,108
9/30/2010

12/31/2010
LF Resources, Inc.2
Receivables Due from Ningxia Yonvey Coal Industrial Co., Ltd. for financing production of electrodes and capital expenditures related to expansions of productive capacity
$12,174,555
N/A
Globe Specialty Metals, Inc.3
Loan to GSM Netherlands, B.V., a wholly-owned subsidiary from Globe Metales, S.A.
$6,020,000
6/1/2012
Globe Metales, S.A.4
Loan to Silicon Technology (Proprietary) Limited, a wholly-owner subsidiary from GSM Netherlands Overseas III, B.V.
$27,357,000
5/12/2014

8/29/2014 (1st Addendum)
GSM Netherlands Overseas III, B.V.




5.
Investments relating to Item 22 (including any sub-item thereof) of Schedule 7.1.


6.
Any Invesments (up to a maximum of $130 million) pursuant to or in connection with the Joint Venture Agreement, dated as of December 20, 2016, between GFA SAU, Silicio Ferrosolar, S.L.U., FerroAtlántica, S.A., Blue Power Corporation, S.L. and Aurinka Photovalic Group, S.L., and any investments in any entity formed pursuant thereto.





7.
Loan Facility Agreement, dated June 13, 2016, between Blue Power Corporation, S.L. and Silicio Ferrosolar, S.L. (aggregate principal amount €9 million), entered into in connection with the subject of item 6 of this Schedule 7.3A.





8.
The following loans or advances to employees:









17








Code
Amount Outstanding as at February 1, 2016 (€)8003
17,600.008048
6,250.008010
40,500.008005
6,340.008071
7,666.658102
6,800.038103
5,333.368024
17,550.00


TOTAL  108,040.04










Code
Amount Outstanding as at February 1, 2016 (€)334
666.56 €347
1,333.24 €544
1,166.74 €735
666.60 €741
3,499.95 €768
999.90 €780
999.90 €801
4,833.31 €812
5,166.65 €815
3,999.96 €816
722.20 €853
2,833.27 €859
4,333.30 €883
5,833.33 €885
2,555.57 €918
5,499.99 €963
4,166.63 €977
1,666.58 €988
3,166.61 €


TOTAL  56,276.88 €











18


















Contract
Date
Parties
Nature of Contingent Obligation1.
Expansion Power and Replacement Power Commodity Sales Agreement, as amended
July 1, 2013
New York Power Authority And Niagara Mohawk Power Corporation And Globe Metallurgical, Inc.
Take/Pay2.
Firm power and FPI Power contract
December 21, 2006
Oxbow Carbon And Minerals LLC (predecessor to Core Metals) and Tennessee Valley Authority
Take/Pay3
Firm Power contract
April 1, 2011
Globe Metales and Empresa Distribuidora de Electricidad de Mendoza
Take / Pay4.
Interruptible Power Contract
December 16, 2014
Alabama Power Company and Globe Metallurgical, Inc.
Take / Pay5.
Interruptible and Firm Power
October 1, 2016
American Electric Power – Ohio Power and Globe Metallurgical, Inc.
Take / Pay6.
Energy Sale SPA
December 12, 2016
Grupo FerroAtlántica, S.A.U., Brookfield Renewable Power Limited and Ferroglobe PLC
Company guarantee of GFA SAU, Spanish Subsidiary and Hidro Nitro Española's obligations under the Energy Sale SPA








19








Contract
Date
Parties
Nature of Contingent Obligation7.
Interest Rate Swap
May 25, 2012
FerroAtlántica, S.A. and NCG Banco, S.A
Derivative8.
Financing Agreement
March 5, 2013
Photosil Industries, S.A.S., FerroPem, S.A.S., and the French Agency for the Environment and Management of Energy
Guarantee (aggregate principal amount €5,503,371.92). See Item 16 of Schedule 7.1.13.
Letter of Credit
February 1, 2017
Caixa Bank, S.A. FerroAtlántica, S.A. and Comilog International S.A.
Letter of Credit ($11,395,524.00)14.
Letter of Credit
February 1, 2017
Caixa Bank, S.A., FerroAtlántica, S.A. and Comilog International S.A.
Letter of Credit ($9,817,512.10)











20



















1.
Shareholder Agreement, dated as of December 23, 2015, between Grupo Villar Mir, S.A.U. and Ferroglobe PLC.
 
  
 2.
Registration Rights Agreement, dated as of December 23, 2015, among Ferroglobe PLC, Grupo Villar Mir, S.A.U. and Alan Kestenbaum.
 
  
 3.
Energy Contracts with Villar Mir Energía, S.L. and subsidiaries
 
  
 a.
Strategic Advisory Contract of Energy Exploitation, dated as of April 15, 2013, between Villar Mir Energía, S.L. and FerroAtlántica, S.A.U.
 
 b.
Strategic Advisory Contract of Energy Exploitation, dated as of April 15, 2013, between Villar Mir Energía, S.L. and Hidro Nitro Española, S.A.
 
   
 
 21
  
  
 c.
Electricity Supply Agreement, dated as of June 22, 2010, between Villar Mir Energía, S.L. and FerroAtlántica, S.A.
 
 d.
Electricity Supply Agreement, dated as of December 29, 2010, between Villar Mir Energía, S.L. and FerroAtlántica, S.A.
 
 e.
Electricity Supply Agreement, dated as of December 27, 2012, between Villar Mir Energía, S.L. and Hidro Nitro Española, S.A.
 
  
 f.
Representation Agreement, dated as of June 30, 2012, between Enérgya VM Generación, S.L. and FerroAtlántica, S.A.
 
 g.
Representation Agreement, dated as of June 30, 2012, between Enérgya VM Generación, S.L. and Hidro Nitro Española, S.A.
 
  
 h.
Power Sale and Purchase Contract for Differences, dated as of January 25, 2016, between Enérgya VM Gestión de Energía, S.L.U. and FerroAtlántica, S.A.
 
 4.
IT Outsourcing Agreements
 
   
 22
 
 
 
 a.
IT Outsourcing Agreement, dated January 1, 2004, between Espacio Information Technology, S.A. and FerroAtlántica, S.A. (formerly FerroAtlántica, S.L.).
 
 
 b.
IT Outsourcing Agreement, dated January 1, 2006, between Espacio Information Technology, S.A. and and FerroPem, S.A.S.
 
  
 c.
IT Outsourcing Agreement, dated January 1, 2009, between Espacio Information Technology, S.A. and Silicon Smelters (Pty) Ltd.
 
 
 d.
IT Outsourcing Agreement, dated June 26, 2014, between Espacio Information Technology, S.A. and and FerroAtlántica de México, S.A. de C.V.
    e.
Future Agreement with Espacio I.T.
    
 23
 
  
 5.
Joint Venture Agreement, dated December 20, 2016, among Aurinka Photovoltaic Group, S.L., Blue Power Corporations, S.L., Grupo FerroAtlántica, S.A.U., FerroAtlántica, S.A. and Silicio Ferrosolar, S.L.U., and all transactions entered into pursuant thereto or in connection therewith.
 
  
  
   24
  6.
Loan Facility Agreement, dated June 13, 2016, between Blue Power Corporation, S.L. and Silicio Ferrosolar, S.L. (aggregate principal amount €9,000,000).
 
  
 25



























Telephone:  617-994-7625


Fax:  855-215-1525


Email:  dwayne.l.nelson@citizensbank.com





















Telephone:  781-655-2248


Fax:  855-212-7541


Email:  Anh.Tran@citizensbank.com














Telephone:  617-994-7625


Fax:  855-215-1525


Email:  dwayne.l.nelson@citizensbank.com























26


Exhibit C













































To:  Citizens Bank of Pennsylvania, as Administrative Agent





Date:  []





Credit Agreement Company Globe Co- Borrower Borrowers Borrower Lenders Administrative Agent





Funding Date:  ,










Lender(s)





☐  a.Lenders, in accordance with their applicable Pro Rata Shares


☐  b.Swing Line Lender





Type of Loans




☐  a.   Revolving Loans
 
 ☐  b.Swing Line Loan


Currency





Interest rate option






☐  a.    Base Rate Loan(s)
 
 ☐  b.Eurocurrency Rate Loans with an initial Interest Period of




[one][two][three][six]




















☐  a.deposited in[Company’s][Globe’s][Co-Borrower’s]account at [] in accordance with the following instructions:





☐  b.transferred to [Company][Globe][Co-Borrower]via wire transfer in accordance with the following instructions:





☐  c.transferred via wire transfer in accordance with the following instructions:




[Company][Globe][Co-Borrower]





(i)  The representations and warranties contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of the Funding Date to the same extent as though made on and as of the Funding Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the materiality qualifier set forth above shall be disregarded for purposes of this certification; and





(ii)  No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default.









DATED:
[BORROWER]



[]By:Title:













Exhibit D










Legal Name of Loan Party (and any previous legal names within the past four months):
Ferroglobe PLCJurisdiction of Organization:
England and WalesJurisdictions where Qualified to do Business:
England and WalesType of Organization:
public limited company incorporated under the laws of England and Wales with registered number 09425113Address of Chief Executive Office:
2nd Floor West Wing, Lansdowne House, 57 Berkeley Square, London, W1J 6ER, United KingdomAddress of Principal Place of Business:1
2nd Floor West Wing, Lansdowne House, 57 Berkeley Square, London, W1J 6ER, United KingdomBusiness Phone Number:
+44 (0)203 129 2420Federal Tax Identification Number:
N/AOwnership Information (e.g. publicly held, if private or partnership—identity of owners/partners):
publicly heldAll of the financial institutions at which Company maintains any deposit accounts, investment accounts, securities accounts or similar accounts, together with the name of account, account number and a description for each such account:
See attached.
















1 Please note, the registered office of Company is 5 Fleet Place, London EC4M 7RD, United Kingdom.




















FP
FERROGLOBE
Cuenta Corriente
DEU
DEUTSCHE BANK LONDON
GBP
GB 08 DEUT 405081 15470500
DEUTGB2LXXXFP
FERROGLOBE
Cuenta Corriente
DEU
DEUTSCHE BANK LONDON
EUR
GB 78 DEUT 405081 15470501
DEUTGB2LXXXFP
FERROGLOBE
Cuenta Corriente
DEU
DEUTSCHE BANK LONDON
USD
GB 51 DEUT 405081 15470502
DEUTGB2LXXXFP
FERROGLOBE
Cuenta Corriente
DEU
DEUTSCHE BANK LONDON
ZAR
GB 24 DEUT 405081 15470503
DEUTGB2LXXXFP
FERROGLOBE
Cuenta Corriente
BNL
BNP PARIBAS LONDON
EUR
GB28BNPA40638485752048
BNPAGB22XXXFP
FERROGLOBE
Cuenta Corriente
BNL
BNP PARIBAS LONDON
GBP
GB29BNPA40638485752030
BNPAGB22XXXFP
FERROGLOBE
Cuenta Corriente
BNL
BNP PARIBAS LONDON
ZAR
GB51BNPA40638485752022
BNPAGB22XXXFP
FERROGLOBE
Cuenta Corriente
BNL
BNP PARIBAS LONDON
USD
GB73BNPA40638485752014
BNPAGB22XXXFP
FERROGLOBE
Cuenta Corriente
SAL
SANTANDER LONDON
EUR
GB97ABBY09071500041556
ABBYGB2LFP
FERROGLOBE
Cuenta Corriente
SAL
SANTANDER LONDON
GBP
GB74ABBY09022210489033
ABBYGB2LFP
FERROGLOBE
Cuenta Corriente
SAL
SANTANDER LONDON
ZAR
GB37ABBY09071500041569
ABBYGB2LFP
FERROGLOBE
Cuenta Corriente
SAL
SANTANDER LONDON
USD
GB60ABBY09071500041543
ABBYGB2L