executed counterpart of a signature page to this
Agreement by facsimile or other electronic transmission will be effective as
delivery of a manually executed counterpart hereof.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL
CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC
RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE
SECURITY INTEREST GRANTED HEREBY).
Page 29
THE PROVISIONS OF THE CREDIT AGREEMENT UNDER THE HEADINGS "CONSENT TO
JURISDICTION" AND "WAIVER OF JURY TRIAL" ARE INCORPORATED HEREIN BY THIS
REFERENCE AND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE CREDIT
AGREEMENT.
[Remainder of page intentionally left blank]
Page 30
IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
UNIMIN CORPORATION, as Grantor
By:
Name:
Title:
[NAME OF OTHER GRANTORS],
as Grantor
By:
Name:
Title:
BARCLAYS BANK PLC,
as Collateral Agent
By:
Name:
Title:
Page 32
SCHEDULE 5.1
TO PLEDGE AND SECURITY AGREEMENT
GENERAL INFORMATION
(A) Full Legal Name, Type of Organization, Jurisdiction of Organization and
Organizational Identification Number of each Grantor:
Full Legal Name
Type of Organization
Jurisdiction of Organization
Organization I.D.#
(B) Other Names (including any Trade Name or Fictitious Business Name) under
which each Grantor currently conducts business:
Full Legal Name
Trade Name or Fictitious Business Name
(C) Changes in Name, Jurisdiction of Organization and Corporate Structure within
past five (5) years:
Grantor
Date of Change
Description of Change
(D) "Transmitting Utility" Grantors:
SCHEDULE 5.1-1
SCHEDULE 5.2
TO PLEDGE AND SECURITY AGREEMENT
COLLATERAL IDENTIFICATION
I. INVESTMENT RELATED PROPERTY
(A) Pledged Stock:
Percentage of
Stock
Outstanding
Stock
Class of
Certificated
Certificate
Par
No. of
Stock of the
Grantor
Issuer
Stock
(Y/N)
No.
Value
Pledged Stock
Stock Issuer
Pledged LLC Interests:
Percentage of
Outstanding
Limited
LLC Interests of
Liability
Certificated
Certificate No.
No. of Pledged
the Limited
Grantor
Company
(Y/N)
(if any)
Units
Liability Company
Pledged Partnership Interests:
Type of
Partnership
Percentage of
Interests (e.g.,
Outstanding
general or
Certificated
Certificate No.
Partnership Interests
Grantor
Partnership
limited)
(Y/N)
(if any)
of the Partnership
Trust Interests or other Equity Interests not listed above:
Percentage of
Outstanding
Trust Interests
Class of Trust
Certificated
Certificate No.
of the
Grantor
Trust
Interests
(Y/N)
(if any)
Trust
Pledged Debt:
Original
Outstanding
Principal
Principal
Grantor
Issuer
Amount
Balance
Issue Date
Maturity Date
Commodity Contracts and Commodity Accounts:
Name of Commodity
Grantor
Intermediary
Account Number
Account Name
SCHEDULE 5.2-1
II. INTELLECTUAL PROPERTY
(A) Copyrights
Registration Number
Registration Date
Grantor
Jurisdiction
Title of Work
(if any)
(if any)
(B) Copyright Licenses
Registration Number