ANY OTHER PARTY OR
ANY OF SUCH PARTY'S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED.
TO THE EXTENT
PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH GRANTOR HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES,
IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING, THE JURISDICTION OF ANY OTHER
COURT OR COURTS WHICH NOW OR HEREAFTER, BY REASON OF ITS PRESENT OR FUTURE
DOMICILE, OR OTHERWISE, MAY BE AVAILABLE UNDER APPLICABLE LAW.
(e)
IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR
REMEDIES UNDER OR RELATED TO THIS SECURITY AGREEMENT OR ANY SECURITY JOINDER
AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT
MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THE FOREGOING, EACH PARTY
HEREBY AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION
OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY
EXPRESSLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH
PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.
(f)
EACH GRANTOR HEREBY EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE
THAT ANY COURT TO WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS
HEREOF IS AN INCONVENIENT FORUM.
[Signature pages follow.]
H-
Form of Security Agreement
IN WITNESS WHEREOF, the parties have duly executed this Security Agreement on
the day and year first written above.
GRANTOR:
CABOT MICROELECTRONICS CORPORATION, as a Grantor
By:
Name:
Title:
CABOT MICROELECTRONICS GLOBAL CORPORATION, as a Grantor
By:
Name:
Title:
CABOT MICROELECTRONICS POLISHING CORPORATION, as a Grantor
By:
Name:
Title:
QED TECHNOLOGIES INTERNATIONAL, INC., as a Grantor
By:
Name:
Title:
H-
Form of Security Agreement
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Administrative Agent
By:
Name:
Denise J. Jones
Title:
Assistant Vice President
H-
Form of Security Agreement
SCHEDULE 7(f)
Grantor Information
I.
II.
III.
Name
Jurisdiction of
Formation/
Form of Equity/I.D. Number
Address of Chief
Executive Office
H-
Form of Security Agreement
SCHEDULE 9(e)
Investment Property
Grantor: Cabot Microelectronics Corporation
Accounts
Name and Address of
Securities Intermediary
Account
Number
Investment Fund or Property (as of 1/31/12)
Certificate Number/CUSIP
Balance (as of 1/31/12)
H-
Form of Security Agreement
Intercompany Loans
Lender
Borrower
Loan Agreement Date
Promissory Note Date
Promissory Note Principal Amount
Principal Outstanding as of
January 31, 2012
H-
Form of Security Agreement
SCHEDULE 9(f)
Deposit Accounts
Grantor
Name and Address of
Depository Institution
Account No.
Certificate of Deposit No.
(if applicable)
H-
Form of Security Agreement
EXHIBIT A
[FORM OF]
SECURITY JOINDER AGREEMENT
THIS SECURITY JOINDER AGREEMENT dated as of _____________, 20__ (this "Security
Joinder Agreement"), is made by _______________________________, a
________________ (the "Joining Grantor"), in favor of BANK OF AMERICA, N.A., in
its capacity as Administrative Agent (the "Administrative Agent") for the
Secured Parties (as defined in the Security Agreement referenced below; all
capitalized terms used but not defined herein shall have the meanings given to
such terms in such Security