FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Indemnification Agreement (“Agreement”) is made as of _____________, 20__ by and between Covia Holdings Corporation, a Delaware corporation (the “Company”), and ____________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
REGISTRATION RIGHTS AGREEMENT by and among COVIA HOLDINGS CORPORATION, and SCR- SIBELCO NV Dated as of June 1, 2018Assumption Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
REGISTRATION RIGHTS AGREEMENT, dated as of June 1, 2018 (this “Agreement”), by and among (i) Covia Holdings Corporation, a Delaware corporation (the “Company”), and (ii) SCR-Sibelco NV (together with its respective permitted transferees, collectively, the “Shareholders”).
CREDIT AND GUARANTY AGREEMENT dated as of June 1, 2018 among COVIA HOLDINGS CORPORATION, as Borrower, CERTAIN SUBSIDIARIES OF COVIA HOLDINGS CORPORATION, as Guarantors, VARIOUS LENDERS, BARCLAYS BANK PLC and BNP PARIBAS SECURITIES CORP., as Joint Lead...Credit and Guaranty Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of June 1, 2018, is entered into by and among COVIA HOLDINGS CORPORATION (formerly known as Unimin Corporation), a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, the Lenders party hereto from time to time, BARCLAYS BANK PLC (“Barclays”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”), ABN AMRO CAPITAL USA LLC (“ABN AMRO”), HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC”), KBC BANK N.V. (“KBC”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Co-Syndication Agents (together with their permitted successors in such capacity, the “Co-Syndication Agents”), KEYBANK NATIONAL ASSOCIATION (“Keybank”) and WELLS FARGO BANK, N.A. (“Wells”), as Co-Documentation Agents (together with their permitted successors in such capacity, the “Co-Documentation A
DISTRIBUTION AGREEMENTDistribution Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS DISTRIBUTION AGREEMENT (this “Agreement”), is dated as of June 1, 2018 (the “Effective Date”), by and between Covia Holdings Corporation, a Delaware corporation (“Producer”) and SCR-Sibelco NV, a Belgian public company (“Distributor”).
PATENT LICENSE AGREEMENTPatent License Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
THIS PATENT LICENSE AGREEMENT (“License Agreement”) is effective as of the 1st day of June, 2018 (the “Effective Date”), by and between: Covia Holdings Corporation, a Delaware Corporation, having a business address at 258 Elm Street, New Canaan, CT 06840 (hereinafter “Licensor”); and SCR-Sibelco N.V., a corporation of Belgium, having a business address at Plantin Moretuslei 1A Antwerp Belgium B-2018 (hereinafter “Licensee”).
EXCLUSIVE AGENCY AGREEMENTExclusive Agency Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS EXCLUSIVE AGENCY AGREEMENT (this “Agreement”), is dated as of June 1, 2018 (the “Effective Date”), by and between Covia Holdings Corporation, a Delaware corporation (“Agent”) and SCR-Sibelco NV, a Belgian public company (“Producer”).
NON-COMPETE AGREEMENTNon-Compete Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS NON-COMPETE AGREEMENT (this Agreement), is dated as of June 1, 2018 (the Effective Date), by and between Covia Holdings Corporation, a Delaware corporation (Covia) and SCR-Sibelco NV, a Belgian public company (Sibelco). Covia and Sibelco are sometimes referred to herein collectively as the Parties and individually as a Party. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
PATENT LICENSE AGREEMENTPatent License Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
THIS PATENT LICENSE AGREEMENT (“License Agreement”) is effective as of the 1st day of June, 2018 (the “Effective Date”), by and between: Covia Holdings Corporation, a Delaware Corporation, having a business address at 258 Elm Street, New Canaan, CT 06840 (hereinafter “Licensor”); and SCR-Sibelco N.V., a corporation of Belgium, having a business address at Plantin Moretuslei 1A Antwerp Belgium B-2018 (hereinafter “Licensee”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS TRANSITION SERVICES AGREEMENT (this Agreement), dated as of May 31, 2018, is by and among Unimin Corporation, a Delaware corporation (Unimin), and Sibelco North America, Inc., a Delaware corporation (SNA) and a direct wholly owned subsidiary of SCR-Sibelco N.V., a Belgian company (Sibelco). Unimin and SNA are each referred to herein individually as a Party (each as Provider and Recipient, as applicable) and collectively as the Parties. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
COVIA HOLDINGS CORPORATION SCR-SIBELCO NV THE OTHER STOCKHOLDERS NAMED HEREIN STOCKHOLDERS AGREEMENT Dated as of June 1, 2018Stockholders Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS STOCKHOLDERS AGREEMENT (as executed and as it may be amended, modified, supplemented or restated from time to time, as provided herein, this Agreement), dated as of June 1, 2018 (the Effective Date), is entered into by and among Covia Holdings Corporation (formerly known as Unimin Corporation), a Delaware corporation (the Company), SCR-Sibelco NV, a Belgian public company (Sibelco), and each Person identified on Schedule A attached hereto and executing a signature page hereto and each other Person who after the Effective Date acquires securities of the Company and agrees to become a party to, and bound by, this Agreement as a “Stockholder” by executing a Joinder Agreement (each, a Stockholder and, collectively with Sibelco, the Stockholders). The Company, Sibelco and the Stockholders are sometimes referred to herein collectively as the Parties and individually as Party.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
THIS TRADEMARK LICENSE AGREEMENT (“License Agreement”) is effective as of the 1st day of June, 2018 (the “Effective Date”), by and between: Covia Holdings Corporation, a Delaware Corporation, having a business address at 258 Elm Street, New Canaan, CT 06840 (hereinafter “Licensor”); and SCR-Sibelco N.V., a corporation of Belgium, having a business address at Plantin Moretuslei 1A Antwerp Belgium B-2018 (hereinafter “Licensee”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS TRANSITION SERVICES AGREEMENT (this Agreement), dated as of June 1, 2018, is by and among SCR-Sibelco N.V., a Belgian public company (Sibelco, as Provider), and Covia Holdings Corporation (f/k/a Unimin Corporation), a Delaware corporation (Covia, as Recipient). Sibelco and Covia are each referred to herein individually as a Party and collectively as the Parties. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
REDEMPTION AGREEMENTRedemption Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This REDEMPTION AGREEMENT (this Agreement) dated as of May 29, 2018, by and between UNIMIN CORPORATION, a Delaware corporation (Unimin), and SCR-SIBELCO NV, a company incorporated under the laws of Belgium (Sibelco). Unimin and Sibelco are each referred to herein individually as a party and collectively as the parties. Reference is made herein to that certain agreement and plan of merger, dated as of December 11, 2017 (the Merger Agreement) by and among Sibelco, Unimin, Bison Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Unimin, Bison Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent, and Fairmount Santrol Holdings Inc., a Delaware corporation. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Merger Agreement.
REDEMPTION AGREEMENTRedemption Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This REDEMPTION AGREEMENT (this Agreement) dated as of May 31, 2018 by and between UNIMIN CORPORATION, a Delaware corporation (Unimin), and SCR-SIBELCO NV, a company incorporated under the laws of Belgium (Sibelco). Unimin and Sibelco are each referred to herein individually as a party and collectively as the parties.
Dated as of June 1, 2018 EACH OF THE GRANTORS PARTY HERETO and BARCLAYS BANK PLC, as Collateral Agent PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of June 1, 2018 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between Covia Holdings Corporation, a Delaware corporation (the “Borrower”) and each of the subsidiaries of the Borrower party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and Barclays Bank PLC as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).
PATENT LICENSE AGREEMENTPatent License Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
June, 2018 (the “Effective Date”), by and between: Covia Holdings Corporation, a Delaware Corporation, having a business address at 258 Elm Street, New Canaan, CT 06840 (hereinafter “Licensor”); and SCR-Sibelco N.V., a corporation of Belgium, having a business address at Plantin Moretuslei 1A Antwerp Belgium B-2018 (hereinafter “Licensee”).
TRADEMARK ASSIGNMENT (to Sibelco Nederland N.V.)Covia Holdings Corp • June 6th, 2018 • Mining & quarrying of nonmetallic minerals (no fuels)
THIS TRADEMARK ASSIGNMENT (“Assignment”), effective as of the 1st day of June, 2018 (the “Effective Date”) is made by and between Covia Holdings Corporation (“Assignor”), a Delaware corporation having a place of business at 258 Elm Street, New Canaan, CT 06840, and SIBELCO NEDERLAND N.V. (“Assignee”), a corporation of the Netherlands having a place of business at Op de Bos 300, 6223 EP Maastricht, Netherlands.
PATENT LICENSE AGREEMENTPatent License Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
THIS PATENT LICENSE AGREEMENT (“License Agreement”) is effective as of the 1st day of June, 2018 (the “Effective Date”), by and between: Covia Holdings Corporation, a Delaware Corporation, having a business address at 258 Elm Street, New Canaan, CT 06840 (hereinafter “Licensor”); and SCR-Sibelco N.V., a corporation of Belgium, having a business address at Plantin Moretuslei 1A Antwerp Belgium B-2018 (hereinafter “Licensee”).
SCR-SIBELCO NV UNIMIN CORPORATION and SIBELCO NORTH AMERICA, INC. BUSINESS CONTRIBUTION AGREEMENT Dated as of May 31, 2018Business Contribution Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This BUSINESS CONTRIBUTION AGREEMENT (this Agreement), dated as of May 31, 2018 by and between SCR-SIBELCO NV, a Belgian public company (Sibelco), UNIMIN CORPORATION, a Delaware corporation and wholly-owned subsidiary of Sibelco (the Transferor) and Sibelco North America, Inc., a Delaware corporation and wholly owned subsidiary of Transferor (the Transferee). Sibelco, the Transferor and the Transferee are each referred to herein individually as a Party and collectively as the Parties.
PATENT LICENSE AGREEMENTPatent License Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
THIS PATENT LICENSE AGREEMENT (“License Agreement”) is effective as of the 1st day of June, 2018 (the “Effective Date”), by and between: Covia Holdings Corporation, a Delaware Corporation, having a business address at 258 Elm Street, New Canaan, CT 06840 (hereinafter “Licensor”); and SCR-Sibelco N.V., a corporation of Belgium, having a business address at Plantin Moretuslei 1A Antwerp Belgium B-2018 (hereinafter “Licensee”).
TAX MATTERS AGREEMENT BETWEEN UNIMIN CORPORATION, SCR-SIBELCO NV, AND SIBELCO NORTH AMERICA, INC. DATED AS OF MAY 31, 2018Tax Matters Agreement • June 6th, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels)
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of May 31, 2018, by and among Unimin Corporation, a Delaware corporation (“Unimin”), SCR-Sibelco NV, a Belgian public company (“Sibelco”), and Sibelco North America, Inc., a Delaware corporation and a newly-formed, direct wholly-owned subsidiary of Unimin (“HPQ Co”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Business Contribution Agreement.
