EX-10.11







	 	 	 	 	 



Exhibit 10.11




SOLSIL, INC.

SECURED PROMISSORY NOTE B




			
	 	 	 
	$750,000
	 	Made in New York, New York

Made as of October 24, 2007

Maturity Date: October 24, 2008






     1. Obligation. The undersigned, Solsil, Inc., a Delaware corporation (the
“Borrower”), hereby promises to pay to the order of Plainfield Direct Inc., a Delaware
corporation (“Lender”) on or before October 24, 2008 (the “Maturity Date”), at
Lender’s principal place of business or such other place as Lender may designate in writing, the
aggregate principal sum of Seven Hundred Fifty Thousand Dollars ($750,000) together with all
interest accrued on unpaid principal during each fiscal quarter of the Lender at a variable rate
per annum equal to the sum of the LIBOR Rate (as defined below) plus 3.00% (the “Interest
Rate”), which interest shall be paid in kind interest (“PIK Interest”) at the end of
each quarter in lieu of payment in whole in cash. PIK interest shall be capitalized as principal
outstanding on this Note as of the end of each fiscal quarter by adding the amount of such PIK
Interest payment to the outstanding principal amount of this Note. Interest shall be computed on
the basis of the actual number of days elapsed and a year of 365 days from the date this Note is
made until the principal amount and all PIK interest accrued thereon and all other amounts owed
hereunder are paid. Any PIK Interest accrued on the Note shall be due and payable in cash upon the
earlier of the Maturity Date and the date this note is accelerated. Payment of principal and PIK
interest shall be payable in lawful money of the United States of America without set-off or
counterclaim. As used herein, the term “Holder” shall initially mean Lender, and shall
subsequently mean each person or entity to whom this Note is duly sold or assigned.



     As used herein, “LIBOR Rate” means the applicable British Bankers’ Association LIBOR rate for
deposits in U.S. dollars as reported by any generally recognized financial information service for
an interest period of 90 days, as of 11:00 a.m. (London time) two business days prior to the first
day of each such fiscal quarter; provided, however, that if no such British Bankers’ Association
LIBOR rate is available, the applicable LIBOR Rate shall instead be the rate determined by the
Lender to be the rate at which Citibank, N.A., or any other major bank having principal offices
located in New York, New York, offers to place deposits in U.S. dollars with first class banks in
the interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first
day of such fiscal quarter.



     If any payment of principal or PIK interest under this Note becomes due and payable on a day
other than a Business Day (as defined below) then the maturity of such payment will be extended to
the next succeeding Business Day, and with respect to the payment of principal, PIK interest
thereon will be payable at the rate set forth herein during the period of such extension.
“Business Day” means any day other than a Saturday, Sunday, or other day on which
commercial banks in Washington, DC are authorized or required by law to close.



     This Note is subject to an Intercreditor Agreement between the Lender and Globe Specialty
Metals, Inc. (“Globe”), as may be amended from time to time (the “Intercreditor 



 









 




Agreement”), and Borrower shall make payments on this Note in accordance with the
Intercreditor Agreement.




     2. Prepayment. Prepayment of unpaid principal and/or interest due under this Note may
be made at any time without penalty, in amounts of not less than U.S. $100,000. All payments will
be made in lawful tender of the United States and will be applied (a) first, to the payment of
accrued interest, fees, and costs, and (b) second, (to the extent that the amount of such
prepayment exceeds the amount of all such accrued interest, fees, and costs), to the payment of
principal.



     3. Security. Payment of this Note is secured by a security interest in assets and
properties of the Borrower granted pursuant to the terms and conditions of a Security Agreement
executed by the Borrower in favor of the Lender and Globe, as may be amended from time to time (the
“Security Agreement”).



     4. Default; Acceleration of Obligation. Borrower will be deemed to be in default
under this Note and the outstanding unpaid principal balance of this Note, together with all
interest accrued thereon, will immediately become due and payable in full, without the need for any
further action on the part of Holder, upon the occurrence of any of the following events (each an
“Event of Default”): (a) upon Borrower’s failure to make any payment when due under this
Note; (b) upon any sale, lease assignment, transfer or other disposition of the Collateral (as such
term is defined in the Security Agreement), any part thereof or any interest therein, or any of
Borrower’s rights therein, to any person, entity or party, except in the ordinary course of
Borrower’s business; (c) upon the filing by or against the Borrower of any voluntary or involuntary
petition in bankruptcy or any petition for relief under the federal bankruptcy code or any other
state or federal law for the relief of debtors; provided, however, with respect to
an involuntary petition in bankruptcy, such petition has not been dismissed within thirty (30) days
after the filing of such petition; (d) upon the execution by the Borrower of an assignment for the
benefit of creditors or the appointment of a receiver, custodian, trustee or similar party to take
possession of the Borrower’s assets or property or the assets or property of any affiliate; (e)
upon any material breach, default or violation by Borrower of any term, condition, obligation,
representation or covenant of the Security Agreement or this Note; or (f) upon Borrower’s default
under Borrower’s notes of even date (as may be amended, restated, or modified and in effect from
time to time) issued to Lender or Globe.



     5. Remedies on Default. Upon any Event of Default, Holder will have, in addition to
its rights and remedies under this Note, full recourse against any real, personal, tangible or
intangible assets of the Borrower, and may pursue any legal or equitable remedies that are
available to Holder.



     To the extent permitted by law, any payment of principal or interest due under the Note that
is not made when due shall bear interest, payable on demand, on such overdue amount from the date
when due until payment is made, at a rate per annum equal to the then applicable interest rate set
forth in Section 1 hereof plus two percent (2.00%); provided, however, that such
default interest rate shall be adjusted quarterly in the same manner as the Interest Rate pursuant
to Section 1.



2









 





     No acceptance of a past due installment, or indulgences granted from time to time shall be
construed (a) as a novation of this Note or a reinstatement of the indebtedness evidenced hereby or
as a waiver of such right of acceleration or of the right of Holder thereafter to insist upon
strict compliance with the terms of this Note, or (b) to prevent the exercise of such right of
acceleration or any other right granted hereunder or by applicable law; and Borrower hereby
expressly waives the benefit of any statute or rule of law or equity now provided, which may
hereafter be provided, which would produce a result contrary to or in conflict with the foregoing.
Holder may, without the consent of Borrower, release or discharge Borrower, guarantor,
accommodation party, or surety or release, surrender, waive, substitute, compromise, or discharge
any security herefor without affecting the liability of the Borrower hereunder. Holder may proceed
against Borrower without first or simultaneously proceeding against any security herefor.



     6. Waiver and Amendment. No extension of the time for the payment of this Note, made
by agreement with any person or entity now or hereafter liable for the payment of this Note, shall
operate to release, discharge, modify, change or affect the original liability of Borrower under
this Note, either in whole or in part, unless Holder agrees otherwise in writing. No provision of
this Note may be changed, waived, discharged, or terminated except by an instrument in writing
signed by the party against whom enforcement of the waiver, change, modification or discharge is
sought. Except as provided in this Note with respect to waivers by the Borrower, no waiver or
consent with respect to this Note will be binding or effective unless it is set forth in writing
and signed by the party against whom such waiver is asserted. No course of dealing between the
Borrower and the Holder will operate as a waiver or modification of any party’s rights or
obligations under this Note. No delay or failure on the part of either party in exercising any
right or remedy under this Note will operate as a waiver of such right or any other right. A
waiver given on one occasion will not be construed as a bar to, or as a waiver of, any right or
remedy on any future occasion.



     7. Waivers of Borrower. The Borrower and every endorser or guarantor, of this Note
regardless of the time, order or place of signing waives diligence, presentment, demand, protest
and notices of every kind and assents to any one or more extensions or postponements of the time of
payment or any other indulgences, to any substitutions, exchanges or releases of collateral if any
time there be available to the holder any collateral for this Note, and to any additions or
releases of any other parties or persons primarily or secondarily liable.



     8. Governing Law. This Note will be governed by, and construed in accordance with,
the laws of the State of New York applicable to contracts executed in and to be performed entirely
within that state. The Borrower agrees that any action or claim arising out of any dispute in
connection with this Note, any rights or obligations hereunder or the performance or enforcement of
such rights or obligations may be brought in the courts of New York or any federal court sitting
therein and consents to non-exclusive jurisdiction of such court and waives service of process in
any such suit if such process is transmitted by certified and regular mail, overnight
courier or hand delivery upon the Borrower at the address set forth in the notice provision. The
Borrower hereby waives any objection that it may now or hereafter have to the venue of any suit or
any such court or that such suit may be brought in an inconvenient court.



3









 





     9. WAIVER OF JURY TRIAL. THE BORROWER AND HOLDER EACH MUTUALLY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENT, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE AND AGREE THAT NEITHER PARTY WILL
SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS
NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR CONSEQUENTIAL
DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER
CONSTITUTES A MATERIAL INDUCEMENT FOR LENDER TO MAKE THE NOTE.



     10. Headings. The headings and captions used in this Note are used only for
convenience and are not to be considered in construing or interpreting this Note. All references
in this Note to sections and exhibits shall, unless otherwise provided, refer to sections hereof
and exhibits attached hereto, all of which exhibits are incorporated herein by this reference.



     11. Severability. If any term or other provision of this Note is invalid, illegal or
incapable of being enforced by any rule of law, or public policy, all other conditions and
provisions of this Note will nevertheless remain in full force and effect so long as the economic
or legal substance of the transactions contemplated hereby is not affected in any manner adverse to
any party. Upon such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto will negotiate in good faith to modify this Note so
as to effect the original intent of the parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the maximum extent possible.



     All agreements herein made are expressly limited so that in no event whatsoever, shall the
amount paid or agreed to be paid to Lender hereunder exceed the maximum rate of interest allowed to
be charged under applicable law (the “Maximum Legal Rate”). If, from any circumstances
whatsoever, the fulfillment of any provision of this Note or any other agreement or instrument now
or hereafter evidencing, securing or in any way relating to the indebtedness evidenced hereby shall
involve the payment of interest in excess of the Maximum Legal Rate, then, the obligation to pay
interest hereunder shall be reduced to the Maximum Legal Rate; and if from any circumstance
whatsoever, Lender shall ever receive interest, the amount of which would exceed the amount
collectible at the Maximum Legal Rate, such amount as would be excessive interest shall be applied
to any other indebtedness of Borrower to the Lender. This provision shall control every other
provision in any and all other agreements and instruments



4









 







existing or hereafter arising between Borrower and Lender with respect to the indebtedness
evidenced hereby.



     12. Reimbursement of Costs and Fees. In the event any party is required to engage the
services of any attorney for the purpose of enforcing this Note, or any provision thereof, the
prevailing party shall be entitled to recover its reasonable expenses and costs in enforcing this
Note, including attorneys’ fees. In the event that any payment due hereunder shall not be paid
when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the
hands of an attorney for collection or to represent Holder in connection with bankruptcy or
insolvency proceedings relating hereto, Borrower shall pay to the Holder, in addition to all other
amounts otherwise due hereon, the reasonable costs and expenses of such collection and
representation, including, without limitation, reasonable attorneys fees and expenses incurred by
Holder (whether or not litigation shall be commenced in aid thereof).



     13. Assignment. Neither this Note nor any rights or obligations hereunder may be
assigned, conveyed or transferred, in whole or in part, without the consent of the Lender. Subject
to the terms and conditions hereof, this Note shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, successors, and assigns.



     14. Notices. All notices required under this Note shall be sent by certified mail and
first-class mail (postage prepaid), by overnight courier, or by hand delivery to the addresses set
forth below. Notices and other communications shall be effective (ii) if mailed, upon the earlier
of receipt or five (5) days after deposit in the U.S. mail, first class, postage prepaid, or (ii)
if by courier or hand-delivered (including telegram, lettergram or mailgram), when delivered.



As to Borrower:




Solsil, Inc.

P.O. Box 157

County Road 32

Beverly, Ohio 45715

Attn: Arden Sims




As to Lender:




Plainfield Direct Inc.

55 Railroad Avenue

Greenwich, CT 06830

Attn: Thomas X. Fritsch




[SIGNATURE PAGE NEXT]




5









 








     IN WITNESS WHEREOF, Borrower has caused this Promissory Note to be executed as of the day and
year first above written.



	 	 	 	 	 
	 	SOLSIL, INC.

 	 
	 	By:  	/s/ Arden Sims
 	 
	 	 	Name:  	Arden Sims 	 
	 	 	Its: President 	 
	 




6












 





ALLONGE TO PROMISSORY NOTE




     This Allonge to Promissory Note (“Allonge”) is attached to and forms part of that certain
Secured Promissory Note B in the original principal amount of SEVEN HUNDRED FIFTY THOUSAND NO/100
DOLLARS ($750,000) dated October 24, 2007 from SOLSIL, INC., a Delaware corporation, payable to the
order of PLAINFIELD DIRECT INC., a Delaware corporation (“Holder”).



     Pay to the order of D. E. SHAW COMPOSITE SIDE POCKET SERIES 7, L.L.C., together with its
successors and assigns, without recourse and without any representation or warranty of any kind
whatsoever, express or implied, or by operation of law, except as Holder has represented in the
Note Purchase Agreement dated of even date herewith.



Dated: As of November ___, 2007




	 	 	 	 	 	 	 	 	 
	 	 	PLAINFIELD DIRECT INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	Name:
	 	 

	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 







7