A-Mark Precious Metals, Inc. UNDERWRITING AGREEMENT 2,500,000 Shares of Common StockUnderwriting Agreement • March 8th, 2021 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals • New York
Pursuant to that certain Stock Purchase Agreement, dated as of February 8, 2021 (the “Acquisition Agreement”), by and among the Company and the other shareholders of JM Bullion, Inc. (“JM Bullion”) party thereto (the “JMB Sellers”), the Company agreed to acquire (the “Acquisition”) all of the issued and outstanding capital stock of JM Bullion not currently owned by the Company on the terms and conditions set forth therein. The Company intends to use the proceeds of the issuance and sale of the Firm Shares in part to finance the Acquisition or for general corporate purposes.
A-Mark Precious Metals, Inc. EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2014 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals • California
This Employment Agreement (this "Agreement") is between A-MARK PRECIOUS METALS, INC., a Delaware corporation (the "Company"), and GREGORY N. ROBERTS, an individual ("Mr. Roberts").
SIXTH AMENDMENT TO AMENDED AND RESTATED UNCOMMITTED CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENTUncommitted Credit Agreement • March 30th, 2021 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals • New York
This AMENDED AND RESTATED UNCOMMITTED CREDIT AGREEMENT (this “Agreement”) dated as of March 29, 2019, is by and among A-MARK PRECIOUS METALS, INC., a Delaware corporation (the “Borrower”), the LENDERS, MACQUARIE BANK LIMITED, as Syndication Agent and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent, Lead Arranger and Bookrunner.
AGREEMENT OF SUBORDINATIONAgreement of Subordination • September 1st, 2017 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals • New York
Agreement of Subordination dated as of August 28, 2017 (this “Agreement”) by and among A-Mark Precious Metals, Inc., a Delaware corporation (hereinafter called the “Debtor”), each of the undersigned creditors under the caption “SUBORDINATE CREDITORS” (together with their respective heirs, and permitted successors and assigns in such capacity, each, a “Subordinate Creditor” and collectively, the “Subordinate Creditors”), and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as administrative agent (together with its successors and assigns in such capacity, the “Agent”) on behalf of and for the ratable benefit of itself in such capacity, and the other Secured Parties (as defined in the Credit Agreement, as defined below). The Agent and the other Secured Parties are collectively referred to as the “Senior Creditors.”
JOINDER AND SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 21st, 2023 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals
THIS JOINDER AND SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), effective as of September 20, 2023 (the “Seventh Amendment Effective Date”), is by and among A-MARK PRECIOUS METALS, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, BX CORPORATION, a Delaware corporation (“BX Corp.” or the “New Guarantor”), the Lenders party hereto, and CIBC BANK USA, as administrative agent for the Lenders (in such capacity, the “Agent”).
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc.
THIS SEPARATION AND DISTRIBUTION AGREEMENT (the “Agreement”) is made and entered into effective as of ______, 2013 (the “Effective Date”), by and between SPECTRUM GROUP INTERNATIONAL, INC., a Delaware corporation (“SGI”) and A-MARK PRECIOUS METALS, INC., a [Delaware] corporation and a wholly-owned subsidiary of SGI (“A-Mark”). Capitalized terms used and not otherwise defined in this Agreement shall have the meaning set forth in Article 1 of this Agreement.
A-Mark Precious Metals, Inc. EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2019 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals • California
This Employment Agreement (this “Agreement”) is between A-MARK PRECIOUS METALS, INC., a Delaware corporation (the “Company” or “A-Mark”), and THOR C. GJERDRUM, an individual (“Mr. Gjerdrum”).
February 1, 2023 Brian AquilinoStock Option Agreement • February 7th, 2023 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals • California
A-Mark Precious Metals, Inc. (the “Company”) is pleased to confirm the revised terms of your employment that become effective February 1, 2023 (the “Effective Date”), in your position as Chief Operating Officer of the Company. This letter agreement (the “Agreement”) specifies the terms and conditions of your employment by the Company from the Effective Date through June 30, 2025, except that Sections 4 (and Sections 5-12 as applicable to Section 4) of the Agreement will remain in effect thereafter.
SECONDMENT AGREEMENTSecondment Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • California
THIS SECONDMENT AGREEMENT (the “Agreement”) is made on ____________, 2013, by and between A-MARK PRECIOUS METALS, INC., a Delaware corporation (“A-Mark”), and SPECTRUM GROUP INTERNATIONAL, INC., a Delaware corporation (“SGI”).
Collateral Finance Corporation AMENDMENT No. 1 TO THOR GJERDRUM EMPLOYMENT AGREEMENT (As Amended and Restated as of February 28, 2013)Employment Agreement • September 26th, 2014 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals
This Amendment No. 1 to that certain Employment Agreement, as amended and restated as of February 28, 2013) (this "Amendment") is entered into between A-MARK PRECIOUS METALS, INC., a Delaware Corporation (prior to January 30, 2014, a New York Corporation) (the “Company”), COLLATERAL FINANCE CORPORATION, a California Finance Lender (“CFC”), SPECTRUM GROUP INTERNATIONAL, INC., a Delaware corporation (“Spectrum"), and THOR C. GJERDRUM, an individual ("Mr. Gjerdrum").
TAX SEPARATION AGREEMENTTax Separation Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • Delaware
THIS TAX SEPARATION AGREEMENT (this “Agreement”) is entered into as of ________, 2013 between SPECTRUM GROUP INTERNATIONAL, INC., a Delaware corporation (“SGI”), and A-MARK PRECIOUS METALS, INC., a New York corporation and wholly owned subsidiary of SGI (“AMPMI,” and together with SGI, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between SGI and AMPMI (the “Separation Agreement”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 21st, 2014 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals
This Joint Filing Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
A-MARK PRECIOUS METALS, INC. FOURTH AMENDMENT DATED AS OF MARCH 29, 2006 TO AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999), AMENDED AND RESTATED INTERCREDITOR AGREEMENT (1999), AMENDED AND RESTATED GENERAL SECURITY AGREEMENT (1999) AND...Intercreditor Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • California
THIS FOURTH AMENDMENT is dated as of March 29, 2006 by and among FORTIS CAPITAL CORP., as assignee of MeesPierson, N.V., RZB FINANCE LLC, NATEXIS BANQUES POPULAIRES, NEW YORK. BRANCH and BROWN BROTHERS HARRIMAN
ContractA-Mark Precious Metals, Inc. • September 1st, 2017 • Wholesale-jewelry, watches, precious stones & metals • New York
THIS INSTRUMENT AND ALL THE OBLIGATIONS, RIGHTS, TERMS AND PROVISIONS HEREUNDER, ARE SUBORDINATED PURSUANT TO, AND SUBJECT IN ALL RESPECTS TO, THE TERMS AND PROVISIONS OF THE AGREEMENT OF SUBORDINATION DATED AS OF AUGUST 28, 2017 AMONG A-MARK PRECIOUS METALS, INC., EACH SUBORDINATE CREDITOR PARTY THERETO AND COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, AS AGENT, AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME.
AMENDMENT TO AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999)Collateral Agency Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
This Amendment (this "Amendment") to the Amended and Restated Collateral Agency Agreement (1999) is dated as of August 21, 2002 and is by and among A-Mark Precious Metals, Inc., a New York corporation formerly known as Spiral Cycle Corporation (the "Company"), and Fortis Capital Corp. ("FCC") as Assignee of MeesPierson N.V., KBC Bank N.V. ("KBC"), RZB Finance LLC ("RZB"), Brown Brothers Harriman & Co. ("Brown Brothers"; in its capacity as agent for itself as a Lender (as defined below) and all other Lenders, the "Agent"), and Natexis Banques Populaires, New York Branch ("Natexis"). FCC, KBC, RZB and Brown Brothers are hereinafter sometimes referred to as the "Existing Lenders."
A-Mark Precious Metals, Inc.Restricted Stock Units Agreement • May 14th, 2021 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals
This Restricted Stock Units Agreement (the "Agreement") confirms the grant on April 29, 2021 (the "Grant Date") by A-Mark Precious Metals, Inc., a Delaware corporation (the "Company" or “A-Mark”), to __________________ ("Grantee"), of Restricted Stock Units (the "RSUs") relating to A-Mark Common Stock, par value $0.01 per share (the "Shares"), as set forth below. The RSUs are granted under Section 6(e) of the Company’s 2014 Stock Award and Incentive Plan, as amended (the “Plan”), in consideration of Grantee’s service to A-Mark as a non-employee director.
AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999)Collateral Agency Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
This AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999) is dated as of November 30, 1999, by and among A-MARK PRECIOUS METALS, INC., a New York corporation formerly known as Spiral Cycle Corporation (the "Company"), and MEESPIERSON N.V. ("Mp"), KBC BANK N.V., RZB FINANCE LLC, and BROWN BROTHERS HARRIMAN & CO. ("Brown Brothers ") and any other entities that may become a party to this Agreement pursuant to the terms hereof (each individually a "Lender," and collectively the "Lenders") and Brown Brothers in its capacity as agent for itself as a Lender and all other Lenders, (the "Agent"). This Agreement amends and restates in its entirety the Amended and Restated Collateral Agency Agreement dated as of April 28, 1997, as amended.
PRECIOUS METALS STORAGE AGREEMENT TampaPrecious Metals Storage Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • York
Precious Metals Storage Agreement ("Agreement") dated as of January 5th, 2007, by and among Brink's U.S., a Division of Brink's, Incorporated, a Delaware corporation having an office at 5115 W. Nassau Street, Tampa, FL 33607 ("Brink's") and Brown Brothers Harriman & Co., 59 Wall Street, New York, New York 10005 (hereinafter "BBH") and A-Mark Precious Metals, Inc., 429 Santa Monica Boulevard, Santa Monica, CA 90401 (hereinafter "A-Mark").
A-MARK PRECIOUS METALS, INC. FIFTH AMENDMENT DATED AS OF MARCH 31, 2010 TO AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999), AMENDED AND RESTATED INTERCREDITOR AGREEMENT (1999), AND AMENDED AND RESTATED GENERAL SECURITY AGREEMENT (1999) EACH...Intercreditor Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc.
THIS FIFTH AMENDMENT is dated as of March 31, 2010 by and among FORTIS CAPITAL CORP., ("FCC"), RZB FINANCE LLC ("RZB"), NATIXIS, NEW YORK BRANCH ("NATIXIS"), FORTIS BANK (NEDERLAND) N.V. ("FORTIS BANK NEDERLAND") and BROWN BROTHERS HARRIMAN & CO. ("BBH" in its capacity as agent for itself as a Lender (as defined below) and all other Lenders the "Agent") and A-MARK PRECIOUS METALS, INC., a New York corporation (the "Company"). FCC, RZB, NATIXIS and BBH are hereinafter sometimes referred to collectively as the "Existing Lenders".
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 10th, 2023 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________, between A-Mark Precious Metals, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
MEMORANDUM OF TAX SHARING AGREEMENTMemorandum of Tax Sharing Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • California
THIS MEMORANDUM OF TAX SHARING AGREEMENT ("Agreement") is entered into as of June 23, 2011 by and between SPECTRUM GROUP INTERNATIONAL, INC., a Delaware corporation ("SGI"), and A-MARK PRECIOUS METALS, INC., a New York corporation ("A-Mark").
AGREEMENTAgreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
Agreement dated as of this 24th day of March, 2003 among IBI Armored Services, Inc. ("IBI"); A-Mark Precious Metals, Inc. ("A-Mark"); and Brown Brothers Harriman & CO. (BBH&Co.") as Agent for itself and certain other banks (collectively, the "Banks") that have financing arrangements with A-Mark.
AMENDED AND RESTATED GENERAL SECURITY AGREEMENTGeneral Security Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
Termination LetterTermination Letter • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
Brown Brothers Harriman & Co., as Agent for itself as a lender and the lenders and any other entity.that may become a lender under the Amended and Restated Collateral Agency Agreement dated as of November 30, 1999 among A-Mark Precious Metals, Inc., Fortis Capital Corp., RZB Finance LLC, KBC Bank, N.V., And Brown Brothers Harriman & Co. as amended, modified, restated & supplemented from time to time
A-MARK PRECIOUS METALS, INC. SIXTH AMENDMENT DATED AS OF OCTOBER 29, 2010 TO AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT (1999), AMENDED AND RESTATED INTERCREDITOR AGREEMENT (1999), AND AMENDED AND RESTATED GENERAL SECURITY AGREEMENT (1999) EACH...Intercreditor Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
THIS SIXTH AMENDMENT is dated as of October 29, 2010 by and among BNP PARIBAS ("BNP") as successor to FORTIS CAPITAL CORP., ("FCC"), RB INTERNATIONAL (USA) LLC, f/k/a RZB FINANCE LLC ("RZB"), NATIXIS, NEW YORK BRANCH ("NATIXIS"), ABN AMRO Bank N.V. ("ABN") as successor to FORTIS BANK (NEDERLAND) N.V. ("FORTIS BANK NEDERLAND") and BROWN BROTHERS HARRIMAN & CO. ("BBH" in its capacity as agent for itself as a Lender (as defined below) and all other Lenders the "Agent") and A-MARK PRECIOUS METALS, INC., a New York corporation (the "Company"). BNP, RZB, NATIXIS, ABN and BBH are hereinafter sometimes referred to collectively as the "Lenders".
SEVENTH AMENDMENT TO UNCOMMITTED CREDIT AGREEMENTUncommitted Credit Agreement • August 24th, 2017 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals • New York
This SEVENTH AMENDMENT TO UNCOMMITTED CREDIT AGREEMENT (this “Seventh Amendment”) dated as of August 18, 2017 is among A-MARK PRECIOUS METALS, INC., a Delaware corporation (the “Borrower”), the undersigned Lenders, NATIXIS, NEW YORK BRANCH, as Syndication Agent and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Credit Agreement (as defined below).
SECOND AMENDMENT TO AMENDED AND RESTATED UNCOMMITTED CREDIT AGREEMENTUncommitted Credit Agreement • March 23rd, 2020 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals • New York
This SECOND AMENDMENT TO AMENDED AND RESTATED UNCOMMITTED CREDIT AGREEMENT (this “Second Amendment”) dated as of March 20, 2020 is among A-MARK PRECIOUS METALS, INC., a Delaware corporation (the “Borrower”), the undersigned Lenders, NATIXIS, NEW YORK BRANCH, as Syndication Agent and a Joint Lead Arranger and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”) and a Joint Lead Arranger. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Credit Agreement (as defined below).
PRECIOUS METALS STORAGE AGREEMENT Sunshine Minting Inc.Precious Metals Storage Agreement • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
Precious Metals Storage Agreement ("Agreement") dated as of _April 26, 2007, by and among Sunshine Minting Inc., a corporation having an office at 750 West Canfield Avenue, Coeur d' Alene, Idaho 83815 ("Sunshine") and Brown Brothers Harriman & Co., 140 Broadway, New York, New York 10005 (hereinafter "BBH") and A-Mark Precious Metals, Inc., 429 Santa Monica Boulevard, Santa Monica, CA 90401 (hereinafter "A Mark").
ContractCredit Agreement • September 1st, 2017 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals • New York
THIS INSTRUMENT AND ALL THE OBLIGATIONS, RIGHTS, TERMS AND PROVISIONS HEREUNDER, ARE SUBORDINATED PURSUANT TO, AND SUBJECT IN ALL RESPECTS TO, THE TERMS AND PROVISIONS OF THE AGREEMENT OF SUBORDINATION DATED AS OF AUGUST 28, 2017 AMONG GOLDLINE ACQUISITION CORP., EACH SUBORDINATE CREDITOR PARTY THERETO AND COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, AS AGENT, AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 8th, 2023 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), effective as of December 8, 2022, is by and among A-MARK PRECIOUS METALS, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and CIBC BANK USA, as administrative agent for the Lenders (in such capacity, the “Agent”).
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 8th, 2024 • A-Mark Precious Metals, Inc. • Wholesale-jewelry, watches, precious stones & metals
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), effective as of December 21, 2023, is by and among A-MARK PRECIOUS METALS, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and CIBC BANK USA, as administrative agent for the Lenders (in such capacity, the “Agent”).
GUARANTYGuaranty • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
FORM OF PROMISSORY NOTEA-Mark Precious Metals, Inc. • April 5th, 2016 • Wholesale-jewelry, watches, precious stones & metals
This Note (i) is one of the Notes referred to in the Uncommitted Credit Agreement dated as of March 31, 2016 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) among the Borrower, the lenders from time to time party thereto and Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent, (ii) is entitled to the benefits of the Credit Agreement and (iii) evidences Loans made by the Lender under the Credit Agreement. Terms used but not defined in this Note have the respective meanings assigned to them in the Credit Agreement.
SECOND AMENDMENT TO LINE LETTER AND CONSENTLine Letter and Consent • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
This SECOND AMENDMENT TO LINE LETTER AND CONSENT, dated as of August 3, 2012 (this "Second Amendment"), is between ABN AMRO CAPITAL USA LLC (the "Lender"), and A-Mark Precious Metals, Inc. (the "Company").
SECOND AMENDMENT TO LINE LETTER AND CONSENTLetter and Consent • November 12th, 2013 • A-Mark Precious Metals, Inc. • New York
This SECOND AMENDMENT TO LINE LETTER AND CONSENT, dated as of August 3, 2012 (this "Second Amendment"), is between ABN AMRO CAPITAL USA LLC (the "Lender"), and A-Mark Precious Metals, Inc. (the "Company").
