SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Molycorp, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

608753 109

(CUSIP Number)

Jason Schaefer, Esq.
Pegasus Capital Advisors, L.P.
505 Park Avenue, 21^st Floor
NY, NY 10022
(212) 710-2500

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 21, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 608753 109 

1	NAMES OF REPORTING PERSONS PP IV MOUNTAIN PASS II, LLC (27-2275409)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
		7	SOLE VOTING POWER
NUMBER OF			8,516,558
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			8,516,558
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,516,558
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.3%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

¹ Based on 82,300,757 shares of Common Stock outstanding as of January 20, 2011.

Page 2 of 11 Pages

CUSIP No. 608753 109 

1	NAMES OF REPORTING PERSONS PP IV MP AIV 1, LLC (27-2274966)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
		7	SOLE VOTING POWER
NUMBER OF			4,125,266
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			4,125,266
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,125,266
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.0%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

¹ Based on 82,300,757 shares of Common Stock outstanding as of January 20, 2011.

Page 3 of 11 Pages

CUSIP No. 608753 109 

1	NAMES OF REPORTING PERSONS PP IV MP AIV 2, LLC (27-2275068)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
		7	SOLE VOTING POWER
NUMBER OF			1,506,806
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,506,806
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,506,806
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.8%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

¹ Based on 82,300,757 shares of Common Stock outstanding as of January 20, 2011.

Page 4 of 11 Pages

CUSIP No. 608753 109 

1	NAMES OF REPORTING PERSONS PP IV MP AIV 3, LLC (27-2275229)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
		7	SOLE VOTING POWER
NUMBER OF			1,506,806
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,506,806
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,506,806
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.8%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

¹ Based on 82,300,757 shares of Common Stock outstanding as of January 20, 2011.

Page 5 of 11 Pages

CUSIP No. 608753 109 

1	NAMES OF REPORTING PERSONS PEGASUS PARTNERS IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
		7	SOLE VOTING POWER
NUMBER OF			8,516,558(1)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			8,516,558(1)
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,516,558(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.3%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

¹ Includes Common Stock of the Issuer, which is held by PP IV Mountain Pass II, LLC.

² Based on 82,300,757 shares of Common Stock outstanding as of January 20, 2011.

Page 6 of 11 Pages

CUSIP No. 608753 109 

1	NAMES OF REPORTING PERSONS PEGASUS PARTNERS IV (AIV), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
		7	SOLE VOTING POWER
NUMBER OF			4,125,266(1)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			4,125,266(1)
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,125,266(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.0%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

¹ Includes Common Stock of the Issuer, which is held by PP IV MP AIV 1, LLC.

² Based on 82,300,757 shares of Common Stock outstanding as of January 20, 2011.

Page 7 of 11 Pages

CUSIP No. 608753 109 

1	NAMES OF REPORTING PERSONS PEGASUS INVESTORS IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
		7	SOLE VOTING POWER
NUMBER OF			15,655,436(1)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			15,655,436(1)
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,655,436(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.9%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

¹ Includes Common Stock of the Issuer, which is held by PP IV Mountain Pass II, LLC, PP IV MP AIV 1, LLC, PP IV MP AIV 2, LLC and PP IV MP AIV 3, LLC.

² Based on 82,300,757 shares of Common Stock outstanding as of January 20, 2011.

Page 8 of 11 Pages

CUSIP No. 608753 109 

1	NAMES OF REPORTING PERSONS PEGASUS INVESTORS IV GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
		7	SOLE VOTING POWER
NUMBER OF			15,655,436(1)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			15,655,436(1)
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,655,436(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.9%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

¹ Includes Common Stock of the Issuer, which is held by PP IV Mountain Pass II, LLC, PP IV MP AIV 1, LLC, PP IV MP AIV 2, LLC and PP IV MP AIV 3, LLC.

² Based on 82,300,757 shares of Common Stock outstanding as of January 20, 2011.

Page 9 of 11 Pages

CUSIP No. 608753 109 

1	NAMES OF REPORTING PERSONS PEGASUS CAPITAL LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	CONNECTICUT
		7	SOLE VOTING POWER
NUMBER OF			24,475,436(1)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			24,475,436(1)
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,475,436(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	29.7%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

¹ Includes Common Stock of the Issuer, which is held by PP IV Mountain Pass II, LLC, PP IV MP AIV 1, LLC, PP IV MP AIV 2, LLC, and PP IV MP AIV 3, LLC and 8,820,000 shares held by TNA Moly Group LLC.

² Based on 82,300,757 shares of Common Stock outstanding as of January 20, 2011.

Page 10 of 11 Pages

CUSIP No. 608753 109 

1	NAMES OF REPORTING PERSONS CRAIG COGUT
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES
		7	SOLE VOTING POWER
NUMBER OF			24,475,436(1)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			24,475,436(1)
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,475,436(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	29.7%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

¹ Includes Common Stock of the Issuer, which is held by PP IV Mountain Pass II, LLC, PP IV MP AIV 1, LLC, PP IV MP AIV 2, LLC, and PP IV MP AIV 3, LLC and 8,820,000 shares held by TNA Moly Group LLC.

² Based on 82,300,757 shares of Common Stock outstanding as of January 20, 2011.

Page 11 of 11 Pages

Amendment No. 1 to Schedule 13D

This Amendment No. 1 amends and supplements the Schedule 13D (the “Schedule 13D”) filed on behalf of PP IV Mountain Pass II, LLC (“MPII”), PP IV MP AIV 1, LLC (“MPAIV1”), PP IV MP AIV 2, LLC (“MPAIV2”), PP IV MP AIV 3, LLC (“MPAIV3”), Pegasus Partners IV, L.P. (“PPIV”), Pegasus Partners IV (AIV), L.P. (“PPIV AIV”), Pegasus Investors IV, L.P. (“PIIV”), Pegasus Investors IV GP, L.L.C. (“PIIVGP”), Pegasus Capital LLC (“Pegasus Capital”) and Craig Cogut (“Mr. Cogut”) with the Securities and Exchange Commission (the “SEC”) on August 13, 2010. Except as specifically provided herein, this Amendment No. 1 supplements, but does not modify any of the disclosure previously reported in the Schedule 13D. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

On January 21, 2011, PPIV entered into a loan authorization agreement with Bank of Montreal (“BMO”), as lender (the “Loan Agreement”), pursuant to which BMO agreed to provide PPIV with a revolving loan facility in an aggregate principal amount of up to US$10,000,000 (the “Facility”) subject to the terms and conditions of the Loan Agreement. Under the Loan Agreement, the outstanding loans are payable upon the written demand of BMO in its sole discretion subject to a conditional 14 business day payment period with respect to certain repayments of such loans. PPIV is required to pay interest in respect of outstanding loans to BMO monthly, which interest may, at PPIV’s option, be payable in cash or in PIK (payable-in-kind). Interest for each such billing period in respect of the outstanding loans is computed by applying a daily periodic rate based on the greater of (a) BMO’s prime rate plus 2.50% or (b) LlBOR-quoted rate plus 5.25%, as applicable, to each day’s ending balance of the outstanding loans. Pursuant to the terms of the Loan Agreement, PPIV may not incur other debt or guarantees other than the loans and guarantees in favor of BMO, provided that PPIV may provide guarantees or other credit support in respect of obligations of its portfolio companies in an aggregate amount for all such indebtedness, guarantees and other credit support of PPIV not to exceed 80% of PPIV’s uncalled capital commitments (the “Debt Limit”). PPIV may terminate the Loan Agreement upon 15 days’ prior written notice to BMO. PPIV borrowed US$10,000,000 under the Facility on January 24, 2011.

Part II-1

In connection with the Loan Agreement, as supplemented, PPIV entered into a pledge and security agreement (the “Pledge Agreement”) on January 21, 2011, with four of its alternative investment vehicles, MPII, MPAIV1, MPAIV2, and MPAIV3 (collectively, the “Pledgors”) and BMO, as secured party. Under the Pledge Agreement, the Pledgors pledged 4,000,000 shares in the aggregate of common stock of the Issuer (the “Initially Pledged Securities”) to secure PPIV’s obligations under the Loan Agreement and PPIV’s certain other guarantees issued in favor of BMO pursuant to loan facilities between PPIV’s portfolio companies and BMO. The Pledgors may not, without BMO’s prior written consent, sell, assign, or otherwise dispose of the Initially Pledged Securities pledged by such Pledgors or any interest therein. In addition, for so long as the loan violations discussed above exist, the Pledgors may not sell more than 8,000,000 shares of the Issuer owned by such Pledgors. In addition, unless certain defaults occur under the Pledge Agreement (each, a “Trigger Event”), each Pledgor is entitled to exercise all voting and/or consensual powers pertaining to the Initially Pledged Securities pledged by it, and entitled to receive all dividends which are paid in cash out of earned surplus of the Issuer of the Initially Pledged Securities pledged by it. However, upon the occurrence and during the continuance of any Trigger Event, all rights of the Pledgors to exercise their voting and/or consensual powers in connection with the Initially Pledged Securities, and receive and retain the distributions to which they are otherwise entitled to receive and retain, shall at the option of BMO, cease and thereupon become vested in BMO. Pursuant to the terms of the Pledge Agreement, upon the occurrence and during the continuance of any Trigger Event, BMO may sell the Initially Pledged Securities or a portion thereof, subject to certain prescribed conditions.

Concurrently with the Loan Agreement on January 21, 2011, PPIV entered into two supplemental agreements. Under the first supplemental agreement between PPIV and BMO (“Supplemental Agreement No. 1”), PPIV is required to pledge, or cause the Pledgors to pledge, to BMO, in addition to the Initially Pledged Securities, additional shares of common stock of the Issuer (together with the Initially Pledged Securities, the “Pledged Securities”) in the event a minimum coverage ratio of the Initially Pledged Securities to the aggregate amount of loans outstanding under the Loan Agreement and the obligations under certain other loan facilities with PPIV’s portfolio companies guaranteed by PPIV is breached for a period of three consecutive business days. In the event the loan violations cease to exist at any time prior to December 31, 2011, BMO is required to promptly return the Pledged Securities to the Pledgors. If the loan violations have not been cured before December 31, 2011, BMO may sell the Pledged Securities in an amount necessary to cure the loan violations under the Loan Agreement and PPIV’s guarantees of its portfolio companies’ loan facilities. Under the second supplemental agreement, among PPIV, Fiber Preferred Holdings, LLC, Slipstream Funding, LLC and BMO (“Supplemental Agreement No. 2,” and together with the Loan Agreement, Pledge Agreement and Supplemental Agreement No.1, the “Financing Documents”), PPIV and BMO provided that if the loan violations have not ceased to exist by July 1, 2011 and October 1, 2011, the applicable interest rate on the Facility and the other loan facilities with Fiber Preferred Holdings, LLC and Slipstream Funding, LLC will increase by 0.25% and 0.50%, respectively, provided that any such interest rate increases shall terminate upon the cure of such loan violations.

Copies of the Financing Documents are incorporated by reference or included Exhibits to this Amendment No. 1, as the case may be, as Exhibit 10.6 and Exhibits 10.7, 10.8 and 10.9 to this Amendment No. 1. The foregoing descriptions of the Financing Documents are qualified in their entirety by reference to the full texts of the Financing Documents.

Item 4. Purpose of Transaction

The disclosures regarding the Financing Documents in Items 3 are incorporated herein by reference.

Part II-2

Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, except that, in connection with the transaction related to the Pledge Agreement discussed in Item 3 above which may result in the disposition of the Common Stock if PPIV fails to perform its obligations under the Financing Documents. Also, MPII, MPAIVI, MPAIV2 and MPAIV3 may sell shares of Common Stock as selling stockholders named in the Form S-1 initially filed by the Issuer (File No. 333-171827) on January 24, 2011 and will be subject to a customary lock-up agreement, as described in such registration statement.

Item 5. Interest in Securities of the Issuer

The information required by Item 5(a) is set forth in rows (11) through (13) of the cover page of this Schedule 13D and is incorporated herein by reference. As of January 28, 2011, the Reporting Persons are the beneficial owners of an aggregate of approximately 29.7% of the Common Stock based on 82,300,757 shares of Common Stock outstanding.

Mr. Cogut may be deemed to indirectly control voting and investment power of shares of Common Stock owned by MPII, MPAIV1, MPAIV2, and MPAIV3. PPIV controls MPII and the general partner of PPIV is PIIV. PPIVAIV controls MPAIV1 and the general partner of PPIVAIV is PIIV. The general partner of PIIV is PIIVGP, of which Pegasus Capital is the managing member. Mr. Cogut is the managing member of Pegasus Capital. PIIV is the managing member of MPII, MPAIV1, MPAIV2 and MPAIV3. Each of Mr. Cogut, Pegasus Capital, PIIVGP, PIIV, PPIV, and PPIVAIV disclaims beneficial ownership of any of the Issuer’s securities to which this Amendment No. 1 relates, and this Amendment No. 1 shall not be deemed an admission that any of Mr. Cogut, Pegasus Capital, PIIVGP, PIIV, PPIV or PPIVAIV is the beneficial owner of such securities for purposes of Section 13(d) or any other purposes. Mr. Cogut may also be deemed to beneficially own an additional 8,820,000 Common Stock shares of the Issuer through TNA Moly Group LLC, which is indirectly controlled by Pegasus Capital through T-II Holdings LLC, an Anguilla limited liability company. Mr. Cogut is the managing member of Pegasus Capital. Traxys North America LLC is the sole member of TNA Moly Group LLC and the management board of Traxys North America LLC has the power to vote or dispose of TNA Moly Group LLC’s shares. TNA Moly Group LLC holds 7,820,000 shares held as a result of the conversion of Class A common stock into shares of Common Stock, and an aggregate of 8,820,000 shares of which 1,000,000 shares of Common Stock were purchased on August 3, 2010 at the initial public offering (“IPO”) price of $14.00 per share in the IPO. Mr. Cogut and Pegasus Capital disclaim beneficial ownership of any of the Issuer’s securities to which this Amendment No. 1 relates, and this Amendment No. 1 shall not be deemed an admission that Mr. Cogut or Pegasus Capital is the beneficial owner of such securities for purposes of Section 13(d) or any other purposes.

Mr. Cogut and Pegasus Capital have relied on the information disclosed in the Schedule 13D filed by TNA Moly Group LLC, Traxys North America LLC and T-II Holdings LLC on August 16, 2010 and do not have independent knowledge of the matters disclosed in such document. Such document is incorporated herein by reference.

Except as discussed herein and in Item 6, none of the Reporting Persons has effected any additional transactions with respect to the Common Stock of the Issuer during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The disclosures regarding the Financing Documents in Items 3 are incorporated herein by reference.

Copies of the Financing Documents are incorporated by reference or included Exhibits to this Amendment No. 1, as the case may be, as Exhibit 10.6 and Exhibits 10.7, 10.8 and 10.9 to this Amendment No. 1. The foregoing descriptions of the Financing Documents are qualified in their entirety by reference to the full texts of the Financing Documents.

Part II-3

Item 7. Material to Be Filed as Exhibits

Exhibit	Description
10.6	Bank of Montreal Loan Authorization Agreement, dated January 21, 2011, by and between Bank of Montreal and Pegasus Partners IV, L.P.
10.7	Supplemental Agreement, dated January 21, 2011, by and between Bank of Montreal and Pegasus Partners IV, L.P.
10.8	Supplemental Agreement, dated January 21, 2011, by and among Bank of Montreal, Pegasus Partners IV, L.P., Fiber Preferred Holdings, LLC and Slipstream Funding, LLC
10.9	Pledge and Security Agreement, dated January 21, 2011, by and among Bank of Montreal, Pegasus Partners IV, L.P., PP IV Mountain Pass II, LLC, PP IV MP AIV I, LLC, PP IV MP AIV 2, LLC and PP IV MP AIV 3, LLC
99.2	Joint Filing Agreement, dated as of January 28, 2011

Part II-4

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 1, 2011

PP IV MOUNTAIN PASS II, LLC
By:	Pegasus Investors IV, L.P.,
	its managing member
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President
PP IV MP AIV 1, LLC
By:	Pegasus Investors IV, L.P.,
	its managing member
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President
PP IV MP AIV 2, LLC
By:	Pegasus Investors IV, L.P.,
	its managing member
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President

PP IV MP AIV 3, LLC
By:	Pegasus Investors IV, L.P.,
	its managing member
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President
PEGASUS PARTNERS IV, L.P.
By:	Pegasus Investors IV, L.P.,
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President
PEGASUS PARTNERS IV (AIV), L.P.
By:	Pegasus Investors IV, L.P.,
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President
PEGASUS INVESTORS IV, L.P.
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President

PEGASUS INVESTORS IV GP, L.L.C.
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President
PEGASUS CAPITAL LLC
By:	/s/ Craig Cogut
	Name:	Craig Cogut
	Title:	President
/s/ Craig Cogut
Craig Cogut

EX-10.6

Exhibit 10.6

Bank of Montreal
Loan Authorization Agreement

Dated: January 21, 2011

The Company referred to below has applied for, and Bank of Montreal, Chicago, Illinois (“Lender”) has approved, the establishment of, a loan authorization account (“Loan Account”) from which the Company may from time to time request loans up to the maximum amount of credit shown below (the “Maximum Credit”). Interest on such loans is computed at a variable rate which may change daily based upon changes in the Lender’s Prime Rate or LIBOR Quoted Rate (each as hereinafter defined). The Company may make principal payments at any time and in any amount without premium or penalty. The request by the Company for, and the making by the Lender of, any loan against the Loan Account shall constitute an agreement between the Company and the Lender as follows:

Name of Company: Pegasus Partners IV, L.P., a Delaware limited partnership

Address:	Pegasus Partners IV, L.P.
	99 River Road
	Cos Cob, Connecticut 06807
	Fax: (203) 869-6940
	Attn.: Daniel Stencel

Type of Loan Account:	þ	Revolving, which means as principal is repaid, the Company may reborrow subject to this Agreement.
	o	Multiple Advances, which means that the Company may not reborrow any amounts that have been repaid but may still borrow the difference between the Maximum Credit and the principal amounts of prior borrowings.

Amount of Maximum Credit: $10,000,000

Each Loan Requested Shall Be At Least: $100,000

Variable Interest Rate: The interest rate applicable prior to the Maturity Date equals the greater of (i) the rate per annum announced by the Lender from time to time as its prime commercial rate or equivalent, for U.S. Dollar loans to borrowers located in the United States (the “Prime Rate”) plus 2.50% or (ii) the LIBOR Quoted Rate for such day plus 5.25%. As used herein, the term “LIBOR Quoted Rate” means, for any day, the rate per annum equal to the quotient of (i) the rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a three-month interest period which appears on the LIBOR01 Page as of 11:00 a.m. (London, England time) on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) divided by (ii) one (1) minus the Reserve Percentage; the term “LIBOR01 Page” means the display designated as “LIBOR01 Page” on the Reuters Service (or such other page as may replace the LIBOR Page on that service or such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Bankers’ Association Interest Settlement Rates for U.S. Dollar deposits); and “Reserve Percentage” means, for any day, the maximum reserve percentage, expressed as a decimal, at which reserves (including, without limitation, any emergency, marginal, special, and supplemental reserves) are imposed by the Board of Governors of the Federal Reserve System (or any successor) on “eurocurrency liabilities”, as defined in such Board’s Regulation D (or any successor thereto), subject to any amendments of such reserve requirement by such Board or its successor, taking into account any transitional adjustments thereto, without benefit or credit for any prorations, exemptions or offsets under Regulation D (and adjusted automatically on and as of the effective date of any change in any such reserve percentage).

Maturity Date: The Loan Account terminates, and Loans are payable, On Written Demand, provided that the Company shall have fourteen (14) business days to honor any demand for payment hereunder if the General Partner has, within two days of such demand, made a capital call as permitted under the Company’s Second Amended and Restated Agreement of Limited Partnership dated as of September 28, 2007, as amended or modified from time to time, to satisfy payment of such demand (each such capital call, a “Demand Capital Call”).

Periodic Statement reflecting accrued interest will be sent and interest will be payable Monthly as provided below in this Agreement.

Payments shall be due at the Lender’s principal office in
Chicago, Illinois, paid to the order of the Lender, and made by:	o	Debit to Harris N.A. Account #  _____  ;
	o	By Check
	þ	By Fed Wire:
		Pay to the order of Harris N.A., Chicago, IL ABA 071000288
		To the account of: Bank of Montreal, Chicago Branch
		Account#: 183-320-1
		Reference: Pegasus Partners IV, L.P.

If Letters of Credit may be requested, check here: o and attach Letter of Credit Rider following signature page hereof.

1.

Using the Account. All loans and advances from the Loan Account are referred to in this Agreement as “Loans”. Loan requests must be by telephone and confirmed in writing (including by facsimile) and shall be sent to the Company’s Bank of Montreal Account Officer or Client Services Officer no later than 1:00 p.m. on the date of the proposed borrowing in order to be honored the same day. Loan proceeds shall be credited to the Company’s deposit account at the Lender unless the Lender is directed otherwise by special written directions from the Company. The amount of each Loan requested shall be at least the minimum amount shown above, and the Lender shall have the right to refuse to honor any Loan requested by the Company which is less than the minimum amount, even if the Lender has previously honored a Loan request for less than the minimum amount. The Company shall not request any Loan which, when taken together with the Loans then outstanding, would exceed the Maximum Credit. If Loans are secured directly or indirectly by securities traded on a national exchange or by other “margin stock” (as defined by the Federal Reserve Board in Regulation U), then the Company promises to furnish the Lender a duly executed and completed Form U-1 statement and agrees that the proceeds of Loans or other extensions of credit from the Loan Account will not be used to purchase or carry stock, convertible bonds or warrants unless the Company has obtained the prior written consent of the Lender; provided that, the Lender hereby consents to the Company’s use of Loan proceeds to acquire stock issued by Lighting Science Group Corporation. In no event shall the proceeds of any Loans be utilized to finance participation in a hostile tender offer or similar transaction or to finance an acquisition of securities in anticipation of such a hostile transaction.

Loans will be made available from the Loan Account subject to the Lender’s approval on a case-by-case basis as and when Loans and are requested by the Company.

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All Loans shall be made against and evidenced by the Company’s promissory note payable to the order of the Lender in the principal amount of $10,000,000, such note to be in the form of Exhibit A attached hereto (the “Note”). The Lender agrees that notwithstanding the fact that the Note is in the principal amount of $10,000,000, it shall evidence only the actual unpaid principal balance of Loans made under the Loan Account. All Loans and other extensions of credit made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Lender on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Lender shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans and other extensions of credit evidenced thereby and the interest rates applicable thereto, absent manifest error; provided that the failure of the Lender to record any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay the principal amount of the Note together with accrued interest thereon. The Lender agrees that if it transfers or assigns the Note, the Lender will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer. The Company agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Lender on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.

2. Interest. The Company shall pay the Lender interest on the unpaid principal balance of Loans in accordance with the terms of this Agreement. Except as set forth herein, accrued interest will be billed monthly, and is due by the later of the last day of each month and the 15th day after the Company’s receipt of such bill (each, an “Interest Payment Date”). Interest for each billing period is computed by applying a daily periodic rate based on the greater of (a) the Lender’s Prime Rate plus 2.50% or (b) LIBOR Quoted Rate plus 5.25%, as applicable, to each day’s ending Loan balance. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed. The Lender’s Prime Rate reflects market rates of interest as well as other factors, and it is not necessarily the Lender’s best or lowest rate. The daily Loan balance shall be computed by taking the principal balance of Loans at the beginning of each day, adding any Loans posted to the Loan Account that day, and subtracting any principal payments posted to the Loan Account as of that day. Interest begins to accrue on the date a Loan is posted to the Loan Account. The principal balance of Loans which remains unpaid after fourteen (14) business days after written demand for repayment shall bear interest until paid in full at a post-maturity rate of 2% per annum above the interest rate otherwise applicable to the Loans (determined as aforesaid). The interest rate payable under this Agreement shall be subject, however, to the limitation that such interest rate shall never exceed the highest rate which the Company may contract to pay under applicable law. Interest on the Loans shall, at the option of the Company and subject to the following terms and conditions, be payable either (i) in immediately available funds on each Interest Payment Date in accordance with this paragraph 2, or (ii) by adding such interest to the unpaid principal balance of the Loans on each Interest Payment Date, in which event such interest shall become a like amount of the principal of the Note (a borrowing of a Loan of like amount) which the Company hereby promises to pay as hereinafter set forth, or (iii) by any combination of the methods described in the immediately preceding clauses (i) and (ii) selected by the Company which results in such methods being applied in the satisfaction in full of all interest due on the Loans on such Interest Payment Date:

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(i) Unless the Company notifies the Lender that the Company intends to pay the interest due on the Loans on each Interest Payment Date with funds not borrowed under this Agreement, the Company shall be deemed to have irrevocably requested a Loan on each Interest Payment Date in the amount of the interest then due on the Loans, in each case subject to the provisions of this Agreement (other than the requirement that a Loan be in a certain minimum amount), which new Loan shall be applied to pay the interest then due on the Loans. In the event the Company has elected to pay the interest due on the Loans with funds not borrowed under this Agreement and the Company fails to make any such payment within twenty (20) days after the applicable Interest Payment Date the Lender may in its sole discretion deem the Company to have irrevocably requested a Loan in the amount of the interest then due on the Loans, in each case subject to the provisions of this Agreement (other than the requirement that a Loan be in a certain minimum amount) which new Loans shall be applied to pay the interest then due on the Loans.

(ii) Each payment of interest by a borrowing of a Loan shall be evidenced by the Note, shall bear interest from the date made at a rate per annum equal at all times to the rate then applicable to the Loans, payable on written demand, provided that, if the Company had made a Demand Capital Call, the Company shall have fourteen (14) business days to honor any such demand for payment, but if no demand is made then such interest shall be payable on the later of the last day of each calendar month and fifteen (15) days after the Company’s receipt of the monthly interest statement (commencing on the first of such dates following such issuance) and, subject to the provisions of paragraph 9 herein, on written demand.

(iii) In no event shall the unpaid principal balance of all Loans, including, without limitation, each borrowing of a Loan to pay interest then due on the Loans, exceed the Maximum Credit.

3. Fees. The Company agrees to pay to the Lender a non-refundable Closing Fee in the amount of $20,000.

4. Restrictions on Debt. So long as this Agreement is in effect, the Company shall not incur any additional debt or guarantees other than the loans and the guarantees in favor of the Lender, except guarantees or other credit support supporting the obligations of its Portfolio Companies so long as the aggregate amount of all outstanding indebtedness and all outstanding guarantees (or other credit support) of the Company does not exceed 80% of the Company’s uncalled Capital Commitments (as defined in the Company’s Second Amended and Restated Agreement of Limited Partnership, dated as of September 28, 2007, as amended, modified or restated from time to time).

5. Maturity Date; Payments. The Company shall pay to the Lender the principal balance of outstanding Loans together with any accrued interest On Written Demand, provided that, if the Company had made a Demand Capital Call, the Company shall have fourteen (14) business days to honor any demand for payment hereunder. Payments receivedby theLender on the Loans shall be applied first to accrued interest and then to the principal balance of outstanding Loans unless otherwise directed by the Company. If any payment from the Company under this Agreement becomes due on a Saturday, Sunday, or a day which is a legal holiday for banks or other financial institutions in the State of Illinois, such payment shall be made on the next bank business day and any such extension shall be included in computing interest under this Agreement.

6. Periodic Statements. The Lender will furnish the Company with a monthly statement for each billing period which has any transaction or balance.

7. Financial Statements. So long as this Agreement is in effect, the Company agrees to furnish financial information of the Company to the Lender upon reasonable request of the Lender from time to time. Such information shall be furnished as soon as reasonably possible, but in any event within 30 days after request by the Lender (to the extent that such financial information is readily available or can be prepared within such 30-day period, otherwise as soon as practicable thereafter). Without limiting the foregoing, the Company shall deliver:

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(i) as soon as available, and in any event within 60 days after the close of each fiscal quarter of the Company (other than the last fiscal quarter of each fiscal year), a copy of the Company’s balance sheet as of the last day of such fiscal quarter and its statements of income and partners’ capital for the fiscal quarter and for the fiscal year-to-date period then ended, prepared by the of the Company in accordance with GAAP (subject to the absence of footnotes and normal year-end adjustments) and certified to by its chief financial officer or such other officer reasonably acceptable to the Lender; and

(ii) as soon as available, and in any event within 120 days after the close of each fiscal year of the Company (or, if later, such date by which such financial statements are reasonably expected to be available, as specified by the of the Company to the Lender prior to the 120th day after the close of the relevant fiscal year), a copy of the Company’s balance sheet as of the last day of the fiscal year then ended and its statements of income and partners’ capital and cash flows for the fiscal year then ended, and accompanying notes thereto, accompanied by an unqualified (as to going concern) opinion of Deloitte & Touche or another firm of independent public accountants of recognized standing, selected by the of the Company and reasonably satisfactory to the Lender to the effect that the financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial condition of the of the Company as of the close of such fiscal year and the results of its operations and cash flows for the fiscal year then ended.

8. Representations and Warranties. In consideration of establishing and maintaining the Loan Account, the Company hereby represents and warrants to the Lender that: (a) the Company is a limited partnership duly organized, validly existing, and in good standing under the laws of its state of organization; (b) the execution, delivery, and performance by the Company of this Agreement, the Note and all documents executed in connection therewith (collectively, the “Loan Documents”) are within its powers, have been duly authorized by all necessary action, and do not contravene the Company’s certificate of limited partnership or limited partnership agreement or any law or material contractual restriction binding on or affecting the Company; (c) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the Company’s due execution, delivery, and performance of this Agreement or the other Loan Documents; (d) this Agreement is and the other Loan Documents when executed and delivered by the Company will be, the Company’s legal, valid, and binding obligation enforceable against the Company in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies; (e) the Company is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of the Loans will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock unless the Lender has provided its prior written consent, including the Lender’s consent expressed in Section 1 hereof; (f) there is no pending or threatened action or proceeding affecting the Company before any court, governmental agency or arbitrator, which could reasonably be expected to materially and adversely affect the Company’s financial condition or operations or which purports to affect the legality, validity, or enforceability of this Agreement or any other Loan Documents; and (g) no credit extended hereunder shall be utilized to finance participation in a hostile tender offer or similar transaction or to finance an acquisition of securities in anticipation of such a hostile transaction.

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9. Demand Obligation; Enforcement. The Loans are payable “On Written Demand”, provided that, if the Company had made a Demand Capital Call, the Company shall have fourteen (14) business days to honor any demand for payment hereunder. Accordingly, the Lender can demand payment in full of the Loans at any time in its sole discretion even if the Company has complied with all of the terms of this Agreement.

No delay by the Lender in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Lender of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy. The Company agrees to pay to the Lender all reasonable and documented expenses incurred or paid by the Lender in connection with the establishment and maintenance of the Loan Account and the collection of the Loans and any court costs and other reasonable amounts due under this Agreement, including, without limitation, reasonable attorneys’ fees. The Lender shall have the right at any time to set-off the balance of any deposit account that the Company may at any time maintain with the Lender against any amounts at any time due and owing under this Agreement.

10. Termination; Renewal. The availability of additional Loans under this Agreement will automatically terminate On Written Demand. The Lender reserves the right at any time without notice to terminate the Loan Account, suspend the Company’s borrowing privileges or refuse any Loan request even though the Company has complied with all of the terms under this Agreement. The Company may terminate this Agreement at any time effective upon receipt by the Lender of at least 15 days prior written notice. No termination under this Section shall affect the Lender’s rights or the Company’s obligations regarding payment or default under this Agreement. Such termination shall not affect the Company’s obligation to pay all Loans and other obligations and the interest accrued through the date of final payment. The Lender may also elect to honor Loan after termination of this Agreement, and the Company agrees that any of such shall constitute a Loan to the Company under this Agreement.

11. Notices. The Lender may rely on instructions from the Company with respect to any matters relating to this Agreement or the Loan Account, including telephone loan requests (including by facsimile) which are made by persons whom the Lender reasonably believes to be the persons authorized by the Company to make such loan requests. All notices and statements to be furnished by the Lender shall be sufficient if delivered to any such person at the billing address for the Loan Account shown on the records of the Lender. All notices from the Company shall be sent to the Lender at 115 South LaSalle Street, Chicago, Illinois 60603, Attention: Client Services, Department 17 West. The Company waives presentment and notice of dishonor. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and any prior agreements, whether written or oral, with respect thereto are superseded hereby. No amendment or waiver of any provision of this Agreement or the Note or any other Loan Document, nor consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender and, with respect to any such amendment, the Company. If any part of this Agreement is unenforceable, that will not make any other part unenforceable. This Agreement shall be governed by the laws of the State of New York.

12. Consent to Jurisdiction. The Company submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York County, New York, for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby.

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13. Jury Trial Waiver. The Company and the Lender waive any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

14. Counterparts. This Agreement may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Agreement by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of execution counterparts of this Agreement and the Loan Documents by telecopy or by e-mail transmission of an Adobe portable document format file (also known as “PDF” file) shall be effective as originals.

15. Costs and Expenses. The Company agrees to pay all actual and documented expenses, legal and/or otherwise (including court costs and reasonable attorneys’ fees) paid or incurred by the Lender in endeavoring to collect obligations of the Company in connection with the transactions contemplated in this Agreement and the Loan Documents, or any part thereof, and in protecting, defending or enforcing this Agreement or any of the Loan Documents in any litigation, bankruptcy or insolvency proceedings or otherwise.

16. Confidentiality. So long as this Agreement is in existence and for twelve (12) months thereafter, the Lender agrees to take reasonable precautions to maintain the confidentiality of any confidential, proprietary and/or non-public materials, documents and information that the Company delivers to the Lender (provided that any and all information relating to the Company’s capital commitments and any financial information delivered to the Lender pursuant to Section 7 herein will automatically be deemed to be confidential), except that the Lender may disclose such information (a) to its officers, directors, employees, affiliates and agents, including legal counsel, accountants, auditors and other professional advisors on a confidential basis and who have reason to have access to such information (it being understood that the Lender shall be responsible for any breach of this confidentiality undertaking by any such persons or entities); (b) to any party to the Loan Documents from time to time; (c) pursuant to the order of any court or administrative agency; (d) upon the request of any governmental authority exercising regulatory authority over the Lender; (e) which ceases to be confidential, other than by an act or omission of the Lender, or which becomes available to the Lender on a non-confidential basis; (f) to the extent reasonably required in connection with any litigation relating to any Loan Documents or transactions contemplated thereby, or otherwise as required by applicable law; (g) to the extent reasonably required for the exercise of any rights or remedies under the Loan Documents; or (h) with the consent of the Company.

17. Assignments. The Lender shall have the right at any time to assign or grant or sell participations to one or more other commercial banks or other financial institutions any Loan and/or Loan Document, provided that the Lender shall not assign or grant or sell participations in any Loan and/or Loan Document (other than assignments to its affiliates) unless the Lender first gives the Company written notice of such assignment or participation at least fifteen (15) business days prior to such assignment or participation. The Company may not assign its rights under this Agreement or the other Loan Documents without the Lender’s prior written consent.

18. Patriot Act. The Lender hereby notifies the Company that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify, and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow the Lender to identify the Company in accordance with the Act.

* * * * *

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The Company agrees to the terms set forth above.

This Agreement is dated as of the date first written above.

Pegasus Partners IV, L.P.
By:	Pegasus Investors IV, L.P., its general partner
By:	Pegasus Investors IV GP, L.L.C., its general partner
By:	/s/ Daniel Stencel
Printed Name:		Daniel Stencel
Its:	Chief Financial Officer

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Accepted and agreed as of the date first written above.

Bank of Montreal
By:	/s/ Denise Sidlo
Printed Name:		Denise Sidlo
Its:	Director

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Exhibit A

Demand Note

$10,000,000 January 21, 2011

On Written Demand, provided that, if the Company has made Demand Capital Call (as defined in the Loan Authorization Agreement referred to below) the undersigned shall have fourteen (14) business days to honor any written demand for payment hereunder, for value received, the undersigned, Pegasus Partners IV, L.P., a Delaware limited partnership, promises to pay to the order of Bank of Montreal (the “Lender”) at its offices at 115 South LaSalle Street, Chicago, Illinois, the principal sum of Ten Million and 00/100 Dollars ($10,000,000) or, if less, the principal amount of Loans outstanding under the Bank of Montreal Loan Authorization Agreement referred to below together with interest payable at the times and at the rates and in the manner set forth in the Bank of Montreal Loan Authorization Agreement referred to below.

This Note evidences borrowings by and other extensions of credit for the account of the undersigned under that certain Bank of Montreal Loan Authorization Agreement dated as of January 21, 2011, between the undersigned and the Lender, as may be amended from time to time; and this Note and the holder hereof are entitled to all the benefits provided for under the Bank of Montreal Loan Authorization Agreement, to which reference is hereby made for a statement thereof. The undersigned hereby waives presentment and notice of dishonor. The undersigned agrees to pay to the holder hereof all court costs and other reasonable expenses, legal or otherwise, incurred or paid by such holder in connection with the collection of this Note. It is agreed that this Note and the rights and remedies of the holder hereof shall be construed in accordance with and governed by the laws of the State of New York.

[Signature Page to Follow]

Pegasus Partners IV, L.P.

By: Pegasus Investors IV, L.P., its general partner

By: Pegasus Investors IV GP, L.L.C., its general partner

By:  

Printed Name:  

Its: 

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Exhibit B

Certificate of Status
of
Pegasus Partners IV, L.P.

Date: January 21, 2011

Pegasus Partners IV, L.P., a Delaware limited partnership (the “Fund”), does hereby certify that:

1. Daniel Stencel is the Chief Financial Officer (the “CFO”) of Pegasus Investors IV GP, L.L.C., a Delaware limited liability company (the “Ultimate GP”), which is the general partner of Pegasus Investors IV, L.P. (the “General Partner”), which is the general partner of the Fund.

2. This Certificate is being delivered to Bank of Montreal (the “Lender”) in connection with, and may be relied upon by the Lender in connection with, their extension of credit from time to time to the Fund, or any Portfolio Company of the Fund and the guaranty of that credit by the Fund to the Lender (the “Guaranty”). This Certificate of Status supersedes any Certificate of Status previously delivered by the Fund to the Lender or any of their affiliates in connection with any loans or other extensions of credit from time to time to the Fund or any Portfolio Company of the Fund by the Lender or any affiliate thereof or any guaranty of that credit by the Fund to the Lender (each, a “Guaranty”).

3. Daniel Stencel, as the CFO and authorized signatory of the Ultimate GP (the “Authorized Signatory”), only in his capacity as the CFO of the Ultimate GP and not in his individual capacity, and the Ultimate GP, in its capacity as general partner of the General Partner, and the General Partner, in its capacity as general partner of the Fund, have each secured proper authorization to enter into the Loan Authorization Agreement dated as of January 21, 2011 (as amended, the “Loan Authorization Agreement”), and that certain Demand Note dated as of January 21, 2011, on behalf of the Fund and to execute all instruments and documents in connection therewith, in compliance with the Fund’s Second Amended and Restated Agreement of Limited Partnership, dated as of September 28, 2007 (as amended, waived or otherwise modified from time to time, the “Fund’s Agreement of Limited Partnership”). The Fund has incurred indebtedness and become liable on guarantees, and will continue to incur indebtedness and become liable on guarantees, in each case only to the extent the same can be done in compliance with the Fund’s Agreement of Limited Partnership. The Authorized Signatory’s actions on behalf of the Ultimate GP (as the general partner of the general partner of the Fund) and the General Partner’s actions on behalf of the Fund, have been taken in compliance with the following agreements true and correct copies of which have been previously delivered to the Lender: (a) the Fund’s Agreement of Limited Partnership, (b) the General Partner’s Amended and Restated Limited Partnership Agreement, dated as of January 29, 2007 (as amended from time to time, the “General Partner’s Limited Partnership Agreement”) and (c) the Ultimate GP’s Amended and Restated Limited Liability Company Agreement dated as of January 29, 2007 (as amended from time to time, the “Ultimate GP’s Operating Agreement”).

4. The aggregate amount of outstanding indebtedness of the Fund as of the date hereof is $_________.

5. The aggregate amount of Capital Commitments to the Fund as of the date hereof is $_________.

6. The aggregate amount of outstanding guarantees (after giving effect to any extension of credit by the Lender) on which the Fund is liable as of the date hereof is $_________.

7. The aggregate amount of uncalled Capital Commitments to the Fund as of the date hereof is $_________ (including $_________ of distributions to the Fund’s Limited Partners subject to recall pursuant to the Fund’s Agreement of Limited Partnership).

8. The aggregate amount of Capital Contributions made to the Fund as of the date hereof is $_________.

9. (a) The aggregate amount of outstanding investments that the Fund has in any one Portfolio Company does not as of the date hereof and will not at any time hereafter exceed the investment limitation on the Fund’s aggregate Capital Commitments as set forth in Section 2.1(c) of the Fund’s Agreement of Limited Partnership (as in effect from time to time).

(b) The aggregate amount (without duplication) of outstanding indebtedness of the Fund (and together with the aggregate amount of outstanding guarantees of Fund) does not as of the date hereof and will not at any time hereafter exceed 80% of the Fund’s available uncalled Capital Commitments.

10. The aggregate amount of Call Notices made on the Fund’s Limited Partners since the most recently completed fiscal quarter of the Fund is $_________.

11. Intentionally deleted.

12. We will promptly notify you upon our becoming aware (i) of the occurrence of any event which would give any one or more of our Limited Partners the right to terminate or suspend its Capital Commitment, whether in whole or in part and whether or not contingent upon the passage of time or the giving of notice or both, (ii) of any event which would permit a Limited Partner to withdraw from the Fund, (iii) of the occurrence of a Defaulting Partner as defined in Section 3.1(e) of the Fund’s Agreement of Limited Partnership, (iv) of any event or agreement which would excuse or exclude a Limited Partner from participating in any capital call relating to the Fund, (v) of the formation of any Parallel Vehicle or Alternative Investment Vehicle or Co-Investment Vehicle or Special Purpose Investment Vehicle or Feeder Fund, (vi) of the occurrence of any event of dissolution as described in Section 9.1 of the Fund’s Agreement of Limited Partnership and (vii) of the termination or suspension of the Commitment Period whether in accordance with Fund’s Agreement of Limited Partnership or otherwise.

13. The Lender may rely conclusively upon the General Partner’s certification that it is acting on behalf of the Fund and that its acts are authorized. The Ultimate GP’s signature on behalf of the General Partner’s signature is sufficient to bind the Fund for all purposes.

14. The undersigned is an officer of the Ultimate GP.

15. We will promptly notify you upon the death, incapacitation or cessation of involvement in the management of Fund of Craig M. Cogut, Eric Gribetz, Richard Weinberg or David Cunningham.

16. The Commitment Period shall end on October 24, 2012, unless earlier terminated or extended in accordance with the terms of the Fund’s Agreement of Limited Partnership. We will promptly notify you upon such early termination or extension of the Commitment Period.

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17. The Fund’s Agreement of Limited Partnership, the General Partner’s Limited Partnership Agreement and the Ultimate GP’s Operating Agreement have not been amended or otherwise modified since _________, except by instruments, true and correct copies of which have been previously delivered to the Lender. There are no side letters or other agreements (as referred to in Section 11.6 of the Fund’s Agreement of Limited Partnership) which would prohibit the Fund from entering into or performing its obligations under any Guaranty in favor of the Lender or borrowing under the Loan Authorization Agreement or affect the applicable Limited Partners’ obligations to honor capital calls as set forth in such Agreement of Limited Partnership or create obligations on the Fund to repurchase partnership interests or redeem the interest of a Limited Partner in the Fund, in each case except as provided in such Agreement of Limited Partnership.

18. So long as the Loan Authorization Agreement or any Guaranty is in effect, the Fund shall not incur any additional debt or guarantees other than loans from and guarantees in favor of the Lender, except for guarantees or other credit support supporting the obligations of its Portfolio Companies so long as the aggregate amount of all outstanding indebtedness and outstanding guarantees (or other credit support) of the Fund does not exceed 80% of the Fund’s aggregate uncalled Capital Commitments. So long as the Loan Authorization Agreement or any Guaranty is in effect, neither the Fund nor the General Partner shall grant or permit to exist any lien, security interest, encumbrance on, or an assignment of, the Capital Commitments, the Fund’s or the General Partner’s right to call capital or to issue Call Notices, or proceeds of any Capital Contributions to secure any loans or for any other purpose without the prior written approval of the Lender, such approval to be granted at the sole discretion of the Lender; provided, however, that the Fund or the General Partner may grant such a security interest so long as the Fund’s obligations to the Lender are equally and ratably secured with such security interest and an intercreditor agreement is in place with the other lender that is reasonably satisfactory to the Lender. The requirements set forth in this paragraph #18 are subject to amendment upon the written consent of both the Lender and the Fund.

19. The General Partner represents and warrants that it will not consent to or act in its discretion to effect an early dissolution of the Fund at any time that the Fund has any outstanding indebtedness or guarantees to the Lender. If the Fund does not have any outstanding indebtedness or guarantees to the Lender, the General Partner will not consent to or act in its discretion to effect an early dissolution or termination of the Fund without first providing the Lender written notice of its intention to do so.

20. The General Partner represents and warrants that it will not act in its discretion to reduce the aggregate Capital Commitments if after giving effect thereto the aggregate uncalled Capital Commitments of the Fund would not be in compliance with the provisions of this Certificate. If the Fund does not have any outstanding indebtedness or guarantees to the Lender, the General Partner will not act in its discretion to reduce the Capital Commitments without first providing the Lender written notice of its intention to do so.

21. The General Partner shall promptly notify the Lender of any assignments of limited partnership interests in the Fund.

22. No Investment or action has been made by the Fund in contravention of the Fund’s Agreement of Limited Partnership.

23. Promptly after receipt, we will provide you with copies of all agreements for capital subscriptions, and upon the Lender’ reasonable request any other documentation, received in connection with the admission of an additional Limited Partner to the Fund (to the extent that such information can be shared without violations of confidentiality provisions binding on us).

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24. The General Partner has not excused or excluded any Limited Partner from participating in an Investment whether pursuant to Article 4 of the Fund’s Agreement of Limited Partnership or otherwise other than those disclosed to the Lender prior to the date hereof.

25. No Limited Partner has been required or permitted to withdraw from the Fund whether pursuant to Section 3.1(c)(vi) of the Fund’s Agreement of Limited Partnership or otherwise other than those disclosed to the Lender prior to the date hereof.

26. Within two (2) business days after written demand for payment by the Lender in connection with the obligations of the Fund or the General Partner under the Loan Documents, to the extent that funds are not otherwise available to the Fund to satisfy such obligations, the General Partner shall immediately make a capital call on the Limited Partners of the Fund in order to satisfy payment of such demand, provided that the Fund shall have fourteen (14) business days to honor any such demand.

27. The Fund hereby agrees to notify the Lender in the event of any change of which it becomes aware which would reasonably be expected to cause any of the above representations and warranties to cease to be true and correct in any material respect.

[Signature Page to Follow]

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All capitalized terms used above without definition shall have the same meanings herein as such terms have in the Fund’s Agreement of Limited Partnership. This agreement is dated as of the date first written above.

Pegasus Partners IV, L.P.

By: Pegasus Investors IV, L.P., its general partner

By: Pegasus Investors IV GP, L.L.C., its general partner

By:  

Printed Name: Daniel Stencel  

Its: Chief Financial Officer 

Solely as to Sections 18, 19, 20, 21, 24 and 26:

Pegasus Investors IV, L.P.

By: Pegasus Investors IV GP, L.L.C., its general partner

By:  

Printed Name: Daniel Stencel 

Its: Chief Financial Officer 

EX-10.7

Exhibit 10.7

Supplemental Agreement

This Supplemental Agreement (herein, the “Agreement”) is made as of this 21st day of January, 2011, by and between Pegasus Partners IV, L.P., a Delaware partnership (the “Fund”), and Bank of Montreal (the “Lender”).

Recitals:

A. Concurrently herewith, the Lender and the Fund are entering into that certain Loan Authorization Agreement dated as of the date hereof (the “Loan Authorization Agreement”) pursuant to which the Lender has agreed to extend credit to the Fund on the terms and conditions set forth therein.

B. The Fund previously executed and delivered to the Lender that certain Guaranty dated March 18, 2009, pursuant to which the Fund guaranteed certain indebtedness, obligations and liabilities (the “Fiber Preferred Obligations”) owed to the Lender by Fiber Preferred Holdings, LLC (the “Fiber Preferred Guaranty”).

C. The Fund previously executed and delivered to BMO Harris Financing, Inc. (formerly known as BMO Capital Markets Financing, Inc.) (“BMOHFI”) that certain Guaranty dated July 30, 2008, pursuant to which the Fund guaranteed certain indebtedness, obligations and liabilities (the “Slipstream Obligations”) owed to the Lender by Slipstream Funding, LLC (the “Slipstream Guaranty” and, together with the Fiber Preferred Guaranty, the “Guarantees”).

D. Pursuant to that certain Assignment dated as of the date hereof between BMOHFI and the Lender, BMOHFI assigned to the Lender the Slipstream Guaranty and related instruments, agreements and documents.

E. The Fund has advised the Lender that upon the Lender’s advance of credit under the Loan Authorization Agreement requested concurrently herewith (the “LSG Stock Acquisition Debt”), the Fund will be in violation of those terms of the Loan Authorization Agreement and the Guarantees that require all outstanding indebtedness and guarantees (or other credit support) of the Fund not to exceed 80% of its uncalled Capital Commitments (as defined in the Fund’s Second Amended and Restated Agreement of Limited Partnership dated as of September 28, 2007 (as amended from time to time, the “Limited Partnership Agreement”)) (such violations of the Loan Authorization Agreement and the Guarantees, the “Debt Violations”).

F. The Fund has advised the Lender that that the LSG Stock Acquisition Debt will cause the Fund to be in violation of certain terms of its Limited Partnership Agreement (such violation, the “LP Agreement Violation”, and that the LP Agreement Violation, in turn, will cause the Fund to be in violation of those terms of the Loan Authorization Agreement and the Guarantees that require it to not contravene any terms in the Limited Partnership Agreement (the “Representation Violations” and together with the Debt Violations, the “Violations”).

G. The Fund has advised the Lender that the Fund has received all necessary waivers from its Limited Partners with respect to the LP Agreement Violation, and the Fund has requested that the Lender not demand payment on the Loan Authorization Agreement and the Guarantees based solely on the Violations.

H. In order to accommodate the Fund’s request, the Lender is willing to not demand payment on the Loan Authorization Agreement and the Guarantees solely by reason of the Violations on the terms, conditions, and provisions contained in this Agreement.

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Incorporation of Recitals; Defined Terms. The Fund acknowledges that the Recitals set forth above are true and correct in all material respects. The defined terms in the Recitals set forth above are hereby incorporated into this Agreement by reference. All other capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Loan Authorization Agreement.

2. Demand Facilities. The Fund acknowledges and agrees that, notwithstanding anything to the contrary herein, all Loans and other amounts payable under the Loan Authorization Agreement, all Fiber Preferred Obligations and all Slipstream Obligations are payable ON DEMAND of the Lender, subject to the conditional fourteen business day payment period with respect to any such demand as expressed in the Loan Authorization Agreement and each of the Guarantees, and that the availability of any additional Loans and credit guaranteed by the Guarantees automatically terminates ON DEMAND of the Lender; provided that, the Lender will not demand payment of the Loans, the Fiber Preferred Obligations or the Slipstream Obligations solely by reason of the Violations.

3. Additional Agreements. The Fund and the Lender further agree that:

(a) The Lender shall return to the Pledgors, as defined below, the Pledged Shares, as defined below, after receipt of a Certificate of Status (which shall be in the form attached to the Loan Authorization Agreement as Exhibit B) from the Fund certifying that the Debt Violations have ceased to exist; provided that, in the event that the Fund has not provided the Lender such a Certificate of Status before December 31, 2011, the Lender shall sell that amount of Pledged Shares necessary to produce net proceeds from such sale to cause the Debt Violations to cease to exist (subject to the requirements of Section 6(c) of the Pledge Agreement, as defined below) and shall apply such proceeds to the Loans and the Guarantees to cause such result, and, after such sale and application of proceeds, the Lender will return to the Pledgors any remaining Pledged Shares.

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(b) The Fund agrees that in the event that for any three consecutive business days prior to December 31, 2011, the ratio (such ratio, the “Coverage Ratio”) of (i) the market value of the Pledged Shares based on the Wall Street Journal (or other similar reporting service) reported price for a share of common stock of Molycorp, Inc. at the end of each such business day, to (ii) the aggregate amount of outstanding Loans, Fiber Preferred Obligations and Slipstream Obligations on each such day, is less than 4.00 to 1.00, then the Fund shall promptly, and in any event no later than 3 business days, either (x) cause the Loans, the Fiber Preferred Obligations and the Slipstream Obligations to be reduced so that the Coverage Ratio is at least 4.50 to 1.00 or (y) pledge, or cause to be pledged, to the Lender additional Molycorp Inc. common stock (which stock shall be unrestricted and shall be subject to a first priority, perfected security interest in favor of the Lender), as collateral for the Fund’s obligations under the Loan Documents and the Guarantees so that the Coverage Ratio is at least 4.50 to 1.00 (provided that, a combination of these two options expressed in clauses (x) and (y) is also permitted to achieve this Coverage Ratio of at least 4.50 to 1.00). Any additional shares of common stock of Molycorp, Inc. pledged by the Fund to the Lender pursuant to this clause (c) shall constitute Pledged Shares for purposes of clause (a) above.

(c) The Lender agrees that, notwithstanding the demand character of the Loans, the Fiber Preferred Obligations and the Slipstream Obligations, so long as the Fund is in compliance with the terms of this Agreement and no other violations of the Loan Documents exist and no violations exist with respect to the Loan Documents for the Slipstream Obligations and with respect to the Loan Documents for the Fiber Preferred Obligations (any such violations at any time, collectively, the “Other Violations”), it will not sell any of the Pledged Shares prior to February 3, 2011.

(d) The Lender agrees that in the event that for any three consecutive business days prior to December 31, 2011, the Coverage Ratio is greater than 5.00 to 1.00, then the Lender shall promptly return Pledged Shares to the Pledgors so that the Coverage Ratio is approximately 4.50 to 1.00 on such date.

(e) The Fund agrees to, within 1 business day of the date hereof, make a capital call on the Limited Partners of the Fund in order to pay all Loans and other amounts outstanding under the Loan Authorization Agreement, and the Fund further agrees, promptly upon its receipt of capital from such Limited Partners, to deliver monies to the Lender sufficient to pay all outstanding Loans and other amounts outstanding under the Loan Authorization Agreement.

4. Loan Documents Remain Effective. Except as expressly set forth in Section 2 hereof, the Loan Documents, the Guarantees and all of the obligations of the Fund thereunder, and the rights and benefits of the Lender thereunder remain in full force and effect. Without limiting the foregoing, the Fund agrees to comply with all of the terms, conditions, and provisions of the Loan Documents and the Guarantees except as otherwise expressly permitted hereby.

5. Fees and Expenses. The Fund shall pay on demand all actual and documented fees and expenses (including reasonable attorneys’ fees) incurred by the Lender and its counsel in connection with this Agreement and the other instruments and documents being executed and delivered in connection herewith and the transactions contemplated hereby.

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6. Conditions Precedent. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent: (a) the Fund and the Lender shall have executed and delivered this Agreement; (b) the Fund, PP IV Mountain Pass II, LLC, a Delaware limited liability company (“Mountain Pass”), PP IV MP AIV 1, LLC, a Delaware limited liability company (“AIV1”), PP IV MP AIV 2, LLC, a Delaware limited liability company (“AIV2”) and PP IV MP AIV 3, LLC, a Delaware limited liability company (“AIV3” and together with Mountain Pass, AIV1 and AIV2, collectively, the “Pledgors” and individually each of the Pledgors is referred to as a “Pledgor”) shall have executed and delivered to the Lender a Pledge and Security Agreement (the “Pledge Agreement”) acceptable to the Lender in form and substance; (c) the Pledgors shall have delivered stock certificates for a minimum aggregate amount of 4 million shares of Molycorp Inc. common stock (the “Pledged Shares”) as collateral for the Loans and the Fund’s obligations under the Guarantees accompanied by executed, undated stock powers sufficient to transfer to the Pledged Shares; (d) the Fund shall have caused its counsel to deliver to the Lender an opinion in form and substance acceptable to the Lender and its counsel that the Lender may freely trade the Pledged Shares after January 25, 2011, and (e) the Fund shall provide evidence satisfactory to the Lender that the Pledgors have received the written consent of J.P. Morgan Securities Inc. and Morgan Stanley & Co. with respect to the Pledgors’ pledging of the Pledged Securities to the Lender.

The Fund hereby informs the Lender and the Lender acknowledges that (i) Alec Machiels, a partner of Pegasus Capital Advisors, L.P. (“Pegasus”), an affiliate of the Fund, is a director of Molycorp, Inc. and (ii) he and Pegasus may be in possession of material non-public information relating to Molycorp, Inc. (including, but not limited to, financial information, and information regarding future capital expenditures and business strategy), which may be positive or negative, that such information can not be disclosed at this time and that the Lender acknowledges such non-disclosure. The Lender irrevocably and unconditionally waives and releases Pegasus and its partners, officers, employees, agents and affiliates from all claims that it might have (whether for damages or any other relief) based on Pegasus’ or Mr. Machiels’ possession or non-disclosure to the Lender of such material non-public information, whether directly known or indirectly attributable to Pegasus or Mr. Machiels, and the Lender agrees not to solicit or encourage, directly or indirectly, any other person to assert such a claim.

7. No Waiver; Reservation of Rights. The Fund acknowledges that the Lender is not waiving the Violations, but is simply agreeing not to demand payment of the Loans and on the Guarantees with respect to the Violations to the extent expressly set forth in this Agreement. The Fund acknowledges that the Lender has made no representations as to what actions, if any, the Lender will take with respect to any other violations of the Loan Documents or the Guarantees and does hereby specifically reserve any and all rights, remedies, and claims it has (after giving effect hereto) with respect to any other violation of the Loan Documents or the Guarantees that may occur.

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8. Miscellaneous. By its acceptance hereof, the Fund hereby represents that it has the necessary power and authority to execute, deliver, and perform the undertakings contained herein, and that this Agreement constitutes the valid and binding obligation of the Fund enforceable against it in accordance with its terms. Any provision of this Agreement held invalid, illegal, or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without affecting the validity, legality, and enforceability of the remaining provision hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties hereto hereby acknowledge and agree that this Agreement shall constitute a Loan Document for all purposes of the Loan Authorization Agreement, the other Loan Documents and the Guarantees. This Agreement may be executed in counterparts and by different parties on separate counterpart signature pages, each of which constitutes an original and all of which taken together constitute one and the same instrument. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart hereof. This Agreement shall be governed by New York law and shall be governed and interpreted on the same basis as the Loan Authorization Agreement. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Fund therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender and, with respect to any such amendment, the Fund.

[Signature Pages to Follow]

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This Supplemental Agreement is entered into as of the date and year first above written.

“Borrower” Pegasus Partners IV, L.P.
By:	Pegasus Investors IV, L.P., its
	general partner
By:	Pegasus Investors IV GP, L.L.C., its
	general partner
By:	/s/ Daniel Stencel
	Name	Daniel Stencel
	Title	Chief Financial Officer

Accepted and agreed to.

Bank of Montreal
By	/s/ Denise Sidlo
	Name	Denise Sidlo
	Title	Director

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EX-10.8

Exhibit 10.8

Supplemental Agreement

This Supplemental Agreement (herein, the “Agreement”) is made as of this 21st day of January, 2011, by and among Pegasus Partners IV, L.P., a Delaware partnership (the “Fund”), Fiber Preferred Holdings, LLC, a Delaware limited liability company (“Fiber Preferred”), Slipstream Funding, LLC, a Delaware limited liability company (“Slipstream” and together with the Fund and Fiber Preferred, the “Borrowers”), and Bank of Montreal (the “Lender”).

Recitals:

A. Concurrently herewith, the Lender and the Fund are entering into that certain Loan Authorization Agreement dated as of the date hereof (the “Fund Loan Authorization Agreement”) pursuant to which the Lender has agreed to extend credit to the Fund on the terms and conditions set forth therein.

B. Fiber Preferred and the Lender previously entered into that certain Loan Authorization Agreement dated as of March 18, 2009 (the “Fiber Preferred Loan Authorization Agreement”), pursuant to which the Lender has agreed to extend credit to Fiber Preferred on the terms and conditions set forth therein.

C. Slipstream and BMO Harris Financing, Inc. (formerly known as BMO Capital Markets Financing, Inc.) (“BMOHFI”) previously entered into that certain Loan Authorization Agreement dated as of July 30, 2008 (the “Slipstream Loan Authorization Agreement” and together with the Fund Loan Authorization Agreement and the Fiber Preferred Loan Authorization Agreement, the “Loan Authorization Agreements”), pursuant to which BMOHFI agreed to extend credit to Slipstream on the terms and conditions set forth therein.

D. Pursuant to that certain Assignment dated as of the date hereof between BMOHFI and the Lender, BMOHFI assigned to the Lender the Slipstream Loan Authorization Agreement and related instruments, agreements and documents.

E. The Fund and the Lender have entered into a separate Supplemental Agreement dated as of the date hereof (the “Fund Supplemental Agreement”) pursuant to which, among other things, the Pledgors (as defined in the Fund Supplemental Agreement) have pledged to the Lender certain common stock issued by Molycorp Inc. and, if certain conditions exist, have agreed to pledge to the Lender additional common stock issued by Molycorp Inc. (collectively, the “Pledged Shares”).

F. The Lender and the Borrowers have agreed to modify the terms of the Loan Authorization Agreements on the terms, conditions, and provisions contained in this Agreement.

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Incorporation of Recitals; Defined Terms. The Borrowers acknowledge that the Recitals set forth above are true and correct in all material respects. The defined terms in the Recitals set forth above are hereby incorporated into this Agreement by reference. All other capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Fund Supplemental Agreement.

2. Demand Facilities. The Borrowers acknowledge and agree that, notwithstanding anything to the contrary herein, all Loans payable under, and as defined in, and other amounts payable under the Loan Authorization Agreements and the respective Loan Documents for each of the Loan Authorization Agreements are payable ON DEMAND of the Lender, subject to the fourteen day payment period expressed in the Loan Authorization Agreements and in Guarantees from the Fund in favor of the Lender with respect to the Fiber Preferred Loan Authorization Agreement and the Slipstream Loan Authorization Agreement, and that the availability of any additional Loans under the Loan Authorization Agreements automatically terminates ON DEMAND of the Lender; provided that, the Lender shall not demand payment of the Loans under any of the Loan Authorization Agreements solely by reason of the Violations

3. Additional Agreement. The Borrowers and the Lender agree that in the event the Fund has not delivered to the Lender prior to July 1, 2011, a Certificate of Status certifying that the Debt Violations have ceased to exist or the applicable interest rate on all Loans made pursuant to, and as defined in, the Loan Authorization Agreements shall increase by .25% per annum over the interest rate that would otherwise be applicable to such Loans; provided that, in the event the Fund has not delivered to the Lender prior to October 1, 2011, a Certificate of Status certifying that the Debt Violations have ceased to exist, the applicable interest rate on all Loans made pursuant to, and as defined in, the Loan Authorization Agreements shall increase by .50% per annum over the interest rate that would otherwise be applicable to such Loans; provided further that, any interest rate increases made pursuant to this Section 3 shall terminate on any date that (i) the Fund has delivered to the Lender a Certificate of Status certifying that the Debt Violations have ceased to exist or (ii) the Lender sells Pledged Shares pursuant to Section 3(a) of the Fund Supplemental Agreement and applies the net proceeds from such sale to cause the Debt Violations to no longer exist.

4. Loan Documents Remain Effective. The Loan Authorization Agreements (as expressly modified by Section 3 hereof), the respective Loan Documents for each of the Loan Authorization Agreements, all of the obligations of the Borrowers thereunder, and the rights and benefits of the Lender thereunder remain in full force and effect. Without limiting the foregoing, each of the Borrowers agrees to comply with all of the terms, conditions, and provisions of the Loan Authorization Agreements (as expressly modified by Section 3 hereof) and the Loan Documents for each such Loan Authorization Agreement applicable to it.

5. Fees and Expenses. The Borrowers shall pay on demand all actual and documented fees and expenses (including reasonable attorneys’ fees) incurred by the Lender and its counsel in connection with this Agreement and the other instruments and documents being executed and delivered in connection herewith and the transactions contemplated hereby.

6. Condition Precedent. The effectiveness of this Agreement is subject to the satisfaction of the following condition precedent: the Fund and the Lender shall have executed and delivered this Agreement.

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7. Miscellaneous. By its acceptance hereof, each of the Borrowers hereby represents that it has the necessary power and authority to execute, deliver, and perform the undertakings contained herein, and that this Agreement constitutes the valid and binding obligation of each of the Borrowers enforceable against it in accordance with the terms of this Agreement. Any provision of this Agreement held invalid, illegal, or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without affecting the validity, legality, and enforceability of the remaining provision hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties hereto hereby acknowledge and agree that this Agreement shall constitute a Loan Document for all purposes of each of the Loan Authorization Agreements and the other Loan Documents. This Agreement may be executed in counterparts and by different parties on separate counterpart signature pages, each of which constitutes an original and all of which taken together constitute one and the same instrument. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart hereof. This Agreement shall be governed by New York law and shall be governed and interpreted on the same basis as the Fund Loan Authorization Agreement. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender and, with respect to any such amendment, the Borrowers.

[Signature Pages to Follow]

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This Supplemental Agreement is entered into as of the date and year first above written.

	Pegasus Partners IV, L.P.
	By:	Pegasus Investors IV, L.P., its
		general partner
	By:	Pegasus Investors IV GP, L.L.C., its
		general partner
	By:	/s/ Daniel Stencel
		Name	Daniel Stencel
		Title	Chief Financial Officer
	Fiber Preferred Holdings, LLC
	By:	/s/ Daniel Stencel
		Name	Daniel Stencel
		Title	Treasurer
	Slipstream Funding, LLC
	By:
		Name
		Title
Accepted and agreed to.
	Bank of Montreal
	By	/s/ Denise Sidlo
		Name	Denise Sidlo
		Title	Director

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EX-10.9

Exhibit 10.9

Pledge And Security Agreement

This Pledge and Security Agreement (the “Agreement”) is dated as of January 21, 2011, among PP IV Mountain Pass II, LLC, a Delaware limited liability company (“Mountain Pass”), PP IV MP AIV 1, LLC, a Delaware limited liability company (“AIV1”), PP IV MP AIV 2, LLC, a Delaware limited liability company (“AIV2”) and PP IV MP AIV 3, LLC, a Delaware limited liability company (“AIV3” and together with Mountain Pass, AIV1 and AIV2, collectively, the “Pledgors” and individually each of the Pledgors is referred to as a “Pledgor”), with its mailing address as set forth in Section 9(b) hereof, Pegasus Partners IV, L.P., a Delaware limited partnership (the “Fund”), solely with respect to Sections 3(g) and (h) hereof, and Bank of Montreal (the “Secured Party”), with its mailing address as set forth in Section 9(b) hereof.

Preliminary Statement

A. The Fund has requested that the Secured Party extend credit or otherwise make financial accommodations available to or for the account of the Fund.

B. The Pledgors are Alternative Investment Vehicles (“AIVs”) established by the Fund pursuant to Section 2.3(b) of the Fund’s Second Amended and Restated Limited Agreement of Partnership; the Fund’s general partner or an affiliate of the Fund control such AVIs, and each of the Pledgors will benefit from the Secured Party extending credit or otherwise making financial accommodations available to or for the account of the Fund.

C. As a condition to extending credit or otherwise making financial accommodations available to or for the account of the Fund, the Secured Party requires, among other things, that each Pledgor grant the Secured Party a security interest in its personal property described herein subject to the terms and conditions hereof.

Now, Therefore, in consideration of the benefits accruing to each of the Pledgors, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Grant of Security Interest. Each Pledgor hereby grants to the Secured Party a lien on and security interest in, and acknowledges and agrees that the Secured Party has and shall continue to have a continuing lien on and security interest in, any and all right, title and interest of such Pledgor, whether now owned or existing or hereafter created, acquired or arising, in and to the following: (a) those shares of Molycorp, Inc. delivered to and deposited with the Secured Party on the date hereof being listed and described on Schedule A attached hereto, and all substitutions and additions to such shares (herein, the “Pledged Securities”), (b) all dividends, distributions and sums distributable or payable from, upon or in respect of the Pledged Securities, (c) all other rights and privileges incident to the Pledged Securities, and (d) all proceeds and products of the foregoing (all of the foregoing being hereinafter referred to collectively as the “Collateral”). All terms which are used in this Agreement which are defined in the Uniform Commercial Code of the State of New York (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. All capitalized terms not otherwise defined in this Agreement shall have the same meanings herein as such terms are defined in that certain Supplemental Agreement dated as of the date hereof by and between the Fund and the Secured Party (the “Fund Supplemental Agreement”).

2. Obligations Hereby Secured. The lien and security interest granted and provided for herein is made and given to secure, and shall secure, the payment and performance of (a) any and all indebtedness, obligations and liabilities of whatsoever kind and nature of the Fund to the Secured Party pursuant to the Loan Authorization Agreement, the Loan Documents and each of the Guarantees (whether arising before or after the filing of a petition in bankruptcy), whether direct or indirect, absolute or contingent, due or to become due, and whether now existing or hereafter arising and howsoever held, evidenced or acquired, and whether several, joint or joint and several and (b) any and all actual and documented expenses and charges (including court costs and reasonable attorney fees) suffered or incurred by the Secured Party in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the foregoing being hereinafter referred to as the “Obligations”). The Pledgors’ obligations hereunder are joint and several.

3. Covenants, Agreements, Representations and Warranties. Each Pledgor hereby covenants and agrees with, and represents and warrants to, the Secured Party that:

(a) Each Pledgor is a limited liability company duly organized and validly existing under the laws of the State of Delaware, is the sole and lawful legal, record and beneficial owner of the Collateral, and has full right, power and authority to enter into this Agreement and to perform each and all of the matters and things herein provided for. The execution and delivery of this Agreement, and the observance and performance of the matters and things herein set forth, will not (i) contravene or constitute a default under any provision of law, or any judgment, injunction, order or decree binding upon any Pledgor, or any provision of each Pledgor’s limited liability company agreement, or any covenant, indenture or agreement of or affecting any Pledgor or any of its property, or (ii) result in the creation or imposition of any lien or encumbrance on any property of any Pledgor except for the lien and security interest in the Collateral granted to the Secured Party pursuant to this Agreement. Mountain Pass’ Federal tax identification number is 27-2275409; AVI1’s Federal tax identification number is 27-2274966; AVI2’s Federal tax identification number is 27-2275068 and AVI3’s Federal tax identification number is 27-2275229.

(b) The certificates for all shares of the Pledged Securities shall be delivered by the Pledgors to the Secured Party duly endorsed in blank for transfer or accompanied by an appropriate assignment or assignments or an appropriate undated stock power or powers, in every case sufficient to transfer title thereto. The Secured Party may at any time cause to be transferred into its name or into the name of its nominee or nominees any and all of the shares of the Pledged Securities. The Secured Party shall at all times have the right to exchange the certificates representing the Pledged Securities for certificates of smaller or larger denominations.

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(c) The Collateral and every part thereof is and will be free and clear of all security interests, liens, attachments, levies and encumbrances of every kind, nature and description and whether voluntary or involuntary, except for the security interest of the Secured Party therein and as otherwise described to the Secured Party in writing; provided that, the subject of any such written disclosure shall not materially impact the value of the Collateral. Each Pledgor shall warrant and defend the Collateral pledged by it against any claims and demands of all persons or entities at any time claiming the same or any interest in the Collateral adverse to the Secured Party. Each Pledgor has the right to vote the Collateral pledged by it and there are no restrictions upon the voting rights associated with, or the transfer of, any of the Collateral, except as provided by federal and state laws applicable to the sale of securities generally or as otherwise disclosed to the Secured Party in writing from time to time.

(d) Each Pledgor shall not, without the Secured Party’s prior written consent, sell, assign, or otherwise dispose of the Collateral pledged by it or any interest therein.

(e) Each Pledgor shall promptly pay when due all taxes, assessments and governmental charges and levies upon or against it or the Collateral pledged by it, in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith by appropriate proceedings which prevent foreclosure on or other realization upon any of such Collateral and such Pledgor shall have established adequate reserves therefor.

(f) Each Pledgor agrees to execute and deliver to the Secured Party such further agreements, assignments, instruments and documents and to do all such other things as the Secured Party may reasonably deem necessary or appropriate to assure the Secured Party its lien and security interest hereunder, including such assignments, stock powers, financing statements, instruments and documents as the Secured Party may from time to time require in order to comply with the UCC or any other applicable law. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral or any part thereof, or to any of the Obligations, each Pledgor agrees to execute and deliver all such agreements, assignments, instruments and documents and to do all such other things as the Secured Party in its sole discretion deems necessary or appropriate to preserve, protect and enforce the lien and security interest of the Secured Party under the law of such other jurisdiction. Each Pledgor agrees to mark its books and records to reflect the lien and security interest of the Secured Party in the Collateral pledged by it.

(g) On failure of any Pledgor to perform any of the covenants and agreements herein contained, the Secured Party may, at its option, perform the same and in so doing may expend such sums as the Secured Party may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any taxes, liens and encumbrances, expenditures made in defending against any adverse claims, and all other expenditures which the Secured Party may be compelled to make by operation of law or which the Secured Party may make by agreement or otherwise for the protection of the security hereof. The Secured Party shall give the Pledgors written notice of such performance and such sums and amounts so expended and the Pledgors shall promptly, and in any event within 3 business days of such notice, reimburse the Secured Party therefore. Such sums and amounts so expended shall

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constitute additional Obligations secured hereunder and, in the event the Pledgors have failed to reimburse the Secured Party therefore within 3 business days notice thereof, such unreimbursed sums and amounts shall bear interest from the date 3 business days after such notice is given to the Pledgors at the rate per annum (computed on the basis of a 360-day year for the actual number of days elapsed) determined by adding 2.50% to the rate per annum from time to time announced by Bank of Montreal as its prime commercial rate, with any change in such rate per annum as so determined by reason of a change in such prime commercial rate to be effective on the date of such change in said prime commercial rate (such rate per annum as so determined being hereinafter referred to as the “Default Rate”). No such performance of any covenant or agreement by the Secured Party on behalf of the Fund, and no such advancement or expenditure therefor, shall relieve the Pledgors of any breach of the terms of this Agreement or in any way obligate the Secured Party to take any further or future action with respect thereto. The Secured Party, in making any payment hereby authorized, may do so according to any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien or title or claim. The Secured Party is hereby authorized to charge any depository or other account of the Fund or the Pledgors maintained with the Secured Party for the amount of such sums and amounts so expended.

(h) So long as the Debt Violations exist, the Pledgors and the Fund will not sell more than an aggregate 8 million shares of Molycorp Inc. common stock, unless the Secured Party has provided its prior written consent to such sale (such consent not to be unreasonably withheld, delayed or conditioned).

4. Special Provisions re: Voting Rights and Dividends. Unless and until a Trigger Event has occurred and thereafter until notified by the Secured Party pursuant to Section 6(b) hereof:

(a) Each Pledgor shall be entitled to exercise all voting and/or consensual powers pertaining to the Collateral pledged by it or any part thereof for all purposes not inconsistent with the terms of this Agreement or any other document evidencing or otherwise relating to any of the Obligations.

(b) Each Pledgor shall be entitled to receive and retain all dividends which are paid in cash out of earned surplus of the issuer of the relevant Pledged Securities pledged by it; but all dividends paid upon or in respect of the Collateral pledged by it and all stock or other property distributed in respect thereof representing stock or liquidating dividends or a distribution or return of capital upon or in respect of the Collateral pledged by it or any part thereof or resulting from a split-up or reclassification of the Collateral pledged by it or any part thereof or received in addition to, in substitution of or in exchange for the Collateral pledged by it or any part thereof as a result of a merger, consolidation or otherwise, shall be paid, delivered or transferred, as appropriate, directly to the Secured Party immediately upon the receipt thereof by a Pledgor and may, in the case of cash and after the occurrence and during the continuation of a Trigger Event, be applied by the Secured Party to the satisfaction of Obligations (in whatever order the Secured Party elects) whether or not the same may then be due or otherwise adequately secured and shall, in the case of all other property, together with any cash received by the Secured Party and not applied as aforesaid, be held by the Secured Party pursuant hereto as additional Collateral pledged under and subject to the terms of this Agreement.

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(c) In order to permit each Pledgor to exercise such voting and/or consensual powers which it is entitled to exercise under subsection (a) above and to receive such distributions which each Pledgor is entitled to receive and retain under subsection (b) above, the Secured Party will, if necessary, upon the written request of a Pledgor, from time to time execute and deliver to the Pledgors appropriate proxies and dividend orders.

(d) In order to permit the Secured Party to receive all cash and other property to which it may be entitled under subsection (b) above, each Pledgor shall, if necessary, upon the written request of the Secured Party, from time to time execute and deliver to the Secured Party appropriate dividend orders.

5. Power of Attorney. Each Pledgor hereby appoints the Secured Party, and each of its nominees, officers, agents, attorneys, and any other person whom the Secured Party may designate, as such Pledgor’s attorney-in-fact, with full power and authority to ask, demand, collect, receive, receipt for, sue for, compound and give acquittance for any and all sums or properties which may be or become due, payable or distributable in respect of the Collateral or any part thereof, with full power to settle, adjust or compromise any claim thereunder or therefor as fully as such Pledgor could itself do, to endorse or sign such Pledgor’s name on any assignments, stock powers, or other instruments of transfer and on any checks, notes, acceptances, money orders, drafts and any other forms of payment or security that may come into the Secured Party’s possession and on all documents of satisfaction, discharge or receipt required or requested in connection therewith, and, in its discretion, to file any claim or take any other action or proceeding, either in its own name or in the name of such Pledgor, or otherwise, which the Secured Party may deem necessary or appropriate to collect or otherwise realize upon all or any part of the Collateral, or effect a transfer thereof, or which may be necessary or appropriate to protect and preserve the right, title and interest of the Secured Party in and to such Collateral and the security intended to be afforded hereby; provided that, the Secured Party shall not exercise prior to a Trigger Event any rights received pursuant to this Section 5. Each Pledgor hereby ratifies and approves all acts of any such attorney and agrees that neither the Secured Party nor any such attorney will be liable for any acts or omissions nor for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct. The foregoing powers of attorney, being coupled with an interest, are irrevocable until the termination of the Agreement in accordance with the provisions of Section 9.

6. Trigger Events and Secured Party Rights.

(a) The occurrence of any one or more of the following events shall constitute an “Trigger Event” hereunder:

(i) default in the payment when due (whether by demand or otherwise) of the Obligations or any part thereof, without giving effect to any 14 day period for payment after demand as expressed in the Loan Authorization Agreement, any Loan Document or either of the Guarantees; or

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(ii) default in the observance or performance of by the Fund of any of its obligations under the Fund Supplemental Agreement; or

(iii) the Fund’s failure to deliver before December 31, 2011, a Certificate of Status certifying that the Debt Violations cease to exist.

(b) Upon the occurrence and during the continuance of any Trigger Event, all rights of the Pledgors to receive and retain the distributions which they are entitled to receive and retain pursuant to Section 4(b) hereof shall, at the option of the Secured Party, cease and thereupon become vested in the Secured Party which, in addition to all other rights provided herein or by law, shall then be entitled solely and exclusively to receive and retain the distributions which the Pledgors would otherwise have been authorized to retain pursuant to Section 4(b) hereof and all rights of the Pledgors to exercise the voting and/or consensual powers which it is entitled to exercise pursuant to Section 4(a) hereof shall, at the option of the Secured Party, cease and thereupon become vested in the Secured Party which, in addition to all other rights provided herein or by law, shall then be entitled solely and exclusively to exercise all voting and other consensual powers pertaining to the Collateral and to exercise any and all rights of conversion, exchange or subscription and any other rights, privileges or options pertaining thereto as if the Secured Party were the absolute owner thereof including, without limitation, the right to exchange, at its discretion, the Collateral or any part thereof upon the merger, consolidation, reorganization, recapitalization or other readjustment of the respective issuer thereof or upon the exercise by or on behalf of any such issuer or the Secured Party of any right, privilege or option pertaining to the Collateral or any part thereof and, in connection therewith, to deposit and deliver the Collateral or any part thereof with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Secured Party may determine.

(c) Upon the occurrence and during the continuance of any Trigger Event, the Secured Party shall have, in addition to all other rights provided herein or by law, the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights or remedies are asserted and regardless of whether the UCC applies to the affected Collateral), and further the Secured Party may, without demand and without advertisement, notice, hearing or process of law, all of which each Pledgor hereby waives, at any time or times, sell and deliver any or all Collateral held by or for it at public or private sale, at any securities exchange or broker’s board or elsewhere, for cash, upon credit or otherwise, at such prices and upon such terms as the Secured Party deems advisable, in its sole discretion; provided that, the Secured Party shall use commercially reasonable good faith efforts to limit the sale of Collateral pursuant to this Section 6(c) to that amount of Pledged Shares needed to satisfy outstanding Obligations. In addition to all other sums due the Secured Party hereunder, each Pledgor shall pay the Secured Party all costs and expenses incurred by the Secured Party, including attorneys’ fees and court costs, in obtaining, liquidating or enforcing payment of Collateral or the Obligations or in the prosecution or defense of any action or proceeding by or against the Secured Party, the Fund or any Pledgor concerning any matter arising out of or connected with this Agreement or the Collateral or the Obligations, including,

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without limitation, any of the foregoing arising in, arising under or related to a case under the United States Bankruptcy Code (or any successor statute). Any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Pledgors in accordance with Section 9(b) hereof at least one day before the time of sale or other event giving rise to the requirement of such notice; provided however, no notification need be given to the Pledgors if the Pledgors have signed, after an Trigger Event has occurred, a statement renouncing any right to notification of sale or other intended disposition. The Secured Party shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. The Secured Party may be the purchaser at any such sale or other disposition of the Collateral or any part thereof. Each Pledgor hereby waives all of its rights of redemption from any sale or other disposition of the Collateral or any part thereof. Subject to the provisions of applicable law, the Secured Party may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, be made at the time and place to which the sale was postponed or the Secured Party may further postpone such sale by announcement made at such time and place.

(d) The powers conferred upon the Secured Party hereunder are solely to protects its interest in the Collateral and shall not impose on it any duty to exercise such powers. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equivalent to that which the Secured Party accords its own property, consisting of similar type securities, it being understood, however, that the Secured Party shall have no responsibility for (a) ascertaining or taking any action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral, or (c) initiating any action to protect the Collateral against the possibility of a decline in market value. This Agreement constitutes an assignment of rights only and not an assignment of any duties or obligations of the Pledgors in any way related to the Collateral, and the Secured Party shall have no duty or obligation to discharge any such duty or obligation.

(e) Failure by the Secured Party to exercise any right, remedy or option under this Agreement or any agreement between the Fund and the Secured Party or provided by law, or delay by the Secured Party in exercising the same, shall not operate as a waiver; and no waiver by the Secured Party shall be effective unless it is in writing and then only to the extent specifically stated. Neither the Secured Party nor any party acting as attorney for the Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct. The rights and remedies of the Secured Party under this Agreement shall be cumulative and not exclusive of any other right or remedy which the Secured Party may have. For purposes of this Agreement, a Trigger Event shall be construed as continuing after its occurrence until the same is waived in writing by the Secured Party.

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7. Application of Proceeds. The proceeds and avails of the Collateral at any time received by the Secured Party after the occurrence and during the continuance of any Trigger Event hereunder shall, when received by the Secured Party in cash or its equivalent, be applied by the Secured Party as follows:

(i) First, to the payment and satisfaction of all sums actually paid and actual and documented costs and expenses incurred by the Secured Party hereunder or otherwise in connection herewith, including such monies paid or incurred in connection with protecting, preserving or realizing upon the Collateral or enforcing any of the terms hereof, including reasonable attorneys’ fees and court costs, together with any interest thereon (but without preference or priority of principal over interest or of interest over principal), to the extent the Secured Party is not reimbursed therefor by the Pledgors; and

(ii) Second, to the payment and satisfaction of the remaining Obligations, whether or not then due (in whatever order the Secured Party elects), both for interest and principal.

The Fund shall remain liable to the Secured Party for any deficiency. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Fund or to whomsoever the Secured Party reasonably determines is lawfully entitled thereto.

8. Waivers.

(a) The obligations of the Pledgors hereunder shall in no way be affected or impaired by any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or other disposition of any of the Obligations, either express or implied, or of any contract or contracts evidencing any of the Obligations, or of any security or collateral therefor. The Pledgors’ obligations hereunder shall in no way be affected or impaired by any acceptance by the Secured Party of any other security for or guarantees of any of the Obligations, or by any failure, neglect or omission on the part of the Secured Party to realize upon or protect any of the Obligations, or any collateral or security therefor, or to exercise any lien upon or right of appropriation of any moneys, credits or property of the Fund, possessed by the Secured Party, toward the liquidation of the Obligations, or by any application of payments or credits thereon. There shall be no obligation on the part of the Secured Party, at any time, to resort for payment to the Fund or to any guaranty, or to any other persons or corporations, their properties or estates, or resort to any collateral, security, property, liens or other rights or remedies whatsoever, and the Secured Party shall have the right to enforce this Agreement irrespective of whether or not other proceedings or steps seeking resort to or realization upon or from any of the foregoing are pending.

(b) All diligence in collection or protection, and all presentment, demand, protest and/or notice, as to any and everyone, whether or not the Fund or any Pledgor or others, of dishonor and of default and of non-payment and of the creation and existence of any and all of the Obligations, and of any security and collateral therefor, and of the acceptance of this Agreement, and of any and all extensions of credit and indulgence hereunder, are waived by each Pledgor. No act of commission or omission of any kind, or at any time, upon the part of the Secured Party in respect to any matter whatsoever, shall in any way affect or impair this Agreement.

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(c) No Pledgor will exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Pledgor against any person liable for payment of the Obligations, or as to any security therefor, unless and until the full amount owing to the Secured Party on the Obligations has been paid and the satisfaction by the Pledgors of any Obligations pursuant to this Agreement shall not in any way entitle the Pledgors to any right, title or interest (whether by way of subrogation or otherwise) in and to any of the Obligations or any proceeds thereof or any security therefor unless and until the full amount owing to the Secured Party on the Obligations has been paid.

(d) Each Pledgor waives any and all defenses, claims and discharges of the Fund, or any other obligor, pertaining to the Obligations, except the defense of discharge by payment in full. Without limiting the generality of the foregoing, the Pledgors will not assert, plead or enforce against the Lenders any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, incapacity, minority, usury, illegality or unenforceability which may be available to the Fund or any other person liable in respect of any of the Obligations, or any setoff available against the Secured Party to the Fund or any such other person, whether or not on account of a related transaction.

9. Continuing Agreement. This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until the earlier of (i) all of the Obligations, both for principal and interest, have been fully paid and satisfied and all agreements of the Secured Party to extend credit to or for the account of the Fund have expired or otherwise have been terminated and (ii) the Fund’s delivery of a Certificate of Status (which shall be in the form attached to the Loan Authorization Agreement as Exhibit B) that certifies the Debt Violations cease to exist. Upon such termination of this Agreement, the Secured Party shall, upon the request and at the expense of the Pledgors, forthwith release its security interest hereunder, return any Collateral in its possession or control, and deliver documents sufficient to evidence the discharge the security interests granted hereunder. In the event any Pledged Securities or other Collateral are required to be returned to the applicable Pledgors pursuant to the provisions of Section 3(d) of the Fund Supplemental Agreement (“Release of Excess Collateral”) prior to the termination of this Agreement, the security interest granted hereunder in any such Pledged Securities or other Collateral shall terminate automatically in connection with any such Release of Excess Collateral.

10. Miscellaneous.

(a) This Agreement may not be amended except pursuant to a writing signed by each of the Pledgors and the Secured Party. All of the rights, privileges, remedies and options given to the Secured Party hereunder shall inure to the benefit of its successors and assigns, and all the terms, conditions, covenants, agreements, representations and warranties of and in this Agreement shall bind each Pledgor and its legal representatives, successors and assigns, provided that no Pledgor may assign its rights or delegate its duties hereunder without the Secured Party’s prior written consent. Each Pledgor hereby releases the Secured Party from any liability for any act or omission relating to the Collateral or this Agreement, except for the Secured Party’s gross negligence or willful misconduct.

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(b) Except as otherwise specified herein, all notices hereunder shall be in writing (including, without limitation, notice by telecopy) and shall be given to the relevant party at its address or telecopier number set forth below, or such other address or telecopier number as such party may hereafter specify by notice to the other given by United States certified or registered mail, by telecopy or by other telecommunication device capable of creating a written record of such notice and its receipt. Notices hereunder shall be addressed:

to the Pledgors at:	to the Secured Party at:
c/o Pegasus Partners IV, L.P.	Bank of Montreal
99 River Road	115 South LaSalle Street
Cos Cob, Connecticut 06807	Chicago, IL 60603
Attention: Daniel Stencel	Attention: Craig Munro
Telephone: (203) 869-4400	Telephone: (312) 461-2783
Telecopy: (203) 422-7080	Telecopy: (312) 293-8445

Each such notice, request or other communication shall be effective (i) if given by telecopier, when such telecopy is transmitted to the telecopier number specified in this Section and a confirmation of such telecopy has been received by the sender, (ii) if given by mail, five (5) days after such communication is deposited in the mail, certified or registered with return receipt requested, addressed as aforesaid, or (iii) if given by any other means, when delivered at the addresses specified in this Section.

(c) In the event that any provision hereof shall be deemed to be invalid or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court, this Agreement shall be construed as not containing such provision, but only as to such locations where such law or interpretation is operative, and the invalidity or unenforceability of such provision shall not affect the validity of any remaining provisions hereof, and any and all other provisions hereof which are otherwise lawful and valid shall remain in full force and effect.

(d) This Agreement shall be deemed to have been made in the State of New York and shall be governed by, and construed in accordance with, the laws of the State of New York. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of any provision hereof.

(e) This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterpart signature pages, each constituting an original, but all together one and the same instrument. Each Pledgor acknowledges that this Agreement is and shall be effective upon its execution and delivery by the Pledgors to the Secured Party, and it shall not be necessary for the Secured Party to execute this Agreement or any other acceptance hereof or otherwise to signify or express its acceptance hereof.

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(f) Each Pledgor hereby submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York County, New York for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Pledgor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient form. Each Pledgor and the Secured Party hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

[Signature Page to Follow]

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In Witness Whereof, each Pledgor and the Fund has caused this Pledge and Security Agreement to be duly executed and delivered the day and year first above written.

PP IV Mountain Pass II, LLC
By	/s/ Daniel Stencel
Printed Name		Daniel Stencel
Its	Chief Financial Officer
PP IV MP AIV 1, LLC
By	/s/ Daniel Stencel
Printed Name		Daniel Stencel
Its	Chief Financial Officer
PP IV MP AIV 2, LLC
By	/s/ Daniel Stencel
Printed Name		Daniel Stencel
Its	Chief Financial Officer
PP IV MP AIV 3, LLC
By	/s/ Daniel Stencel
Printed Name		Daniel Stencel
Its	Chief Financial Officer

With respect to Sections 3(g) and (h) hereof:

Pegasus Partners IV, L.P.
By:	Pegasus Investors IV, L.P., its general partner
By:	Pegasus Investors IV GP, L.L.C., its general partner
By	/s/ Daniel Stencel
Printed Name		Daniel Stencel
Its	Chief Financial Officer

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Accepted and agreed to in Chicago, Illinois as of the date and year first above written.

Bank of Montreal
By	/s/ Denise Sidlo
	Name	Denise Sidlo
	Title	Director

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Schedule A

Pledged Securities

		Jurisdiction of	No. of		Certificate
Pledgor	Issuer Name	Organization	Shares		No.
PP IV Mountain Pass II LLC	Molycorp, Inc.	Delaware		2,176,000
PP IV MP AIV 1 LLC	Molycorp, Inc.	Delaware		1,054,016
PP IV MP AIV 2 LLC	Molycorp, Inc.	Delaware		384,992
PP IV MP AIV 3 LLC	Molycorp, Inc.	Delaware		384,992

Schedule B

Amendment to Pledge and Security Agreement

This Amendment to Pledge and Security Agreement (the “Amendment”) is dated as of                     ,           , among PP IV Mountain Pass II, LLC, a                      limited liability company (“Mountain Pass”), PP IV MP AIV 1, LLC, a                      limited liability company (“AIV1”), PP IV MP AIV 2, LLC, a                      limited liability company (“AIV2”) and PP IV MP AIV 3, LLC, a                      limited liability company (“AIV3” and together with Mountain Pass, AIV1 and AIV2, collectively, the “Pledgors” and individually each is referred to as a “Pledgor”), and Bank of Montreal. Reference is hereby made to that certain Pledge and Security Agreement (the “Agreement”) dated as of January 21, 2011, among the Pledgors and Bank of Montreal. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

Subsequent to the Pledgors’ delivery of the Agreement, certain shares of stock have been added as Pledged Securities under the Agreement. As a result of such addition, Schedule A of the Agreement does not accurately describe the shares of capital stock currently held by the Secured Party as collateral under the Agreement.

The Pledgors now desires to amend Schedule A to the Agreement to reflect such addition, and this instrument shall constitute an agreement among the Pledgors and the Secured Party amending the Agreement in the respects, but only in the respects, hereinafter set forth:

1. Schedule A of the Agreement shall be and hereby is amended, and as so amended it shall be restated in its entirety to read as set forth on Annex A attached hereto.

2. As collateral security for the Obligations, each of the Pledgors hereby grants to the Secured Party a continuing lien on and security interest in, and acknowledges and agrees that the Secured Party has and shall continue to have a continuing lien on and security interest in, all shares of the capital stock of each issuer listed and described on Annex A attached hereto and all the other properties, rights, interests and privileges comprising the Collateral (as such term is defined in the Agreement after giving effect to this Amendment), to the same extent and with the same force and effect as if the shares of stock described on Annex A had originally been included on Schedule A to the Agreement. The foregoing granting clause is in addition to and supplemental of and not in substitution for the granting clause contained in the Agreement. Neither the Pledgors nor the Secured Party intends by this Amendment to in any way impair or otherwise affect the lien and security interest of the Agreement on such of the Collateral which was subject to the Agreement prior to giving effect to this Amendment.

3. Each of the Pledgors hereby repeats and reaffirms all of its covenants, agreements, representations and warranties contained in the Agreement, each and all of which shall be applicable to all of the stock and other properties, rights, interests and privileges subject to the lien and security interest of the Agreement after giving effect to this Amendment. Each of the Pledgors hereby certifies that no Trigger Event or event which with the giving of notice or the lapse of time, or both, would constitute a Trigger Event exists under the Agreement after giving effect to this Amendment.

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4. No reference to this Amendment need be made in any note, instrument or other document at any time referring to the Agreement, any reference in any of such items to the Agreement to be deemed a reference to the Agreement as modified hereby. All references in the Agreement to the term “Pledged Securities” and “Collateral” shall be deemed a reference to such terms as defined in the Agreement after giving effect to this Amendment.

5. Except as specifically modified hereby, all the terms and conditions of the Agreement shall stand and remain unchanged and in full force and effect.

In Witness Whereof, the Fund has caused this Amendment to be duly executed and delivered the day and year first above written.

PP IV Mountain Pass II, LLC
 

By  

Printed Name  

Its 

PP IV MP AIV 1, LLC
 

By  

Printed Name  

Its 

PP IV MP AIV 2, LLC
 

By  

Printed Name  

Its 

PP IV MP AIV 3, LLC
 

By  

Printed Name  

Its 

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Accepted and agreed to in Chicago, Illinois as of the date and year first above written.

Bank of Montreal
By
	Name
	Title

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Annex A

Restatement of Schedule A

Pledged Securities

		Jurisdiction of	No. of	Certificate
Pledgor	Issuer Name	Organization	Shares	No.

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EX-99.2

Exhibit 99.2

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree as follows:

(i) Each of them is eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: February 1, 2011

PP IV MOUNTAIN PASS II, LLC
By:	Pegasus Investors IV, L.P.,
	its managing member
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President
PP IV MP AIV 1, LLC
By:	Pegasus Investors IV, L.P.,
	its managing member
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President

PP IV MP AIV 2, LLC
By:	Pegasus Investors IV, L.P.,
	its managing member
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President
PP IV MP AIV 3, LLC
By:	Pegasus Investors IV, L.P.,
	its managing member
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President
PEGASUS PARTNERS IV, L.P.
By:	Pegasus Investors IV, L.P.,
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President
PEGASUS PARTNERS IV (AIV), L.P.
By:	Pegasus Investors IV, L.P.,
	its general partner
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President

PEGASUS INVESTORS IV, L.P.
By:	Pegasus Investors IV GP, L.L.C.,
	its general partner
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President
PEGASUS INVESTORS IV GP, L.L.C.
By:	/s/ Alec Machiels
	Name:	Alec Machiels
	Title:	Vice President
PEGASUS CAPITAL LLC
By:	/s/ Craig Cogut
	Name:	Craig Cogut
	Title:	President
/s/ Craig Cogut
Craig Cogut