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”).
RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • April 3rd, 2020 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of March 31, 2020, by and among the following parties:
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
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE COVIA HOLDINGS CORPORATION 2018 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • March 16th, 2020 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Covia Holdings Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above.
PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO THE COVIA HOLDINGS CORPORATION 2018 OMNIBUS INCENTIVE PLANPerformance Stock Unit Agreement • March 16th, 2020 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Covia Holdings Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above.
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”).
AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • July 10th, 2020 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 16.02, this “Agreement”) is made and entered into as of July 7, 2020 (the “Execution Date”), by and among the following parties (each of the following described in sub-clauses (i) through (ii) of this preamble, collectively, the “Parties”):1
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”).
RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS PURSUANT TO THE COVIA HOLDINGS CORPORATION 2018 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • July 2nd, 2018 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Covia Holdings Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above.
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”).
PERFORMANCE AWARD AGREEMENT PURSUANT TO THE COVIA HOLDINGS CORPORATION 2018 OMNIBUS INCENTIVE PLANPerformance Award Agreement • March 16th, 2020 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS PERFORMANCE AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Covia Holdings Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above.
FIRST AMENDMENTCovia Holdings Corp • March 21st, 2019 • Mining & quarrying of nonmetallic minerals (no fuels) • New York
FIRST AMENDMENT, dated as of March 19, 2019 (this “Amendment”), among Covia Holdings Corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and Barclays Bank PLC (“Barclays”), as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein but not otherwise defined have the meanings assigned to such terms in the Credit Agreement (as hereinafter defined).
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 CorporationRestricted Stock Unit Award Agreement • August 22nd, 2019 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
On behalf of Covia Holdings Corporation (the “Company”), I am pleased to provide you with this letter agreement setting forth the principal terms of the compensation package to be provided to you by the Company for your services as Chairman, President and Chief Executive Officer of the Company, which appointment will be effective on September 1, 2019.
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”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 30th, 2019 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
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.
RESTRICTED STOCK UNIT AGREEMENT FOR INDEPENDENT DIRECTORS PURSUANT TO THE COVIA HOLDINGS CORPORATION 2018 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • August 8th, 2019 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Covia Holdings Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above.
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”).
Covia Holdings CorporationRestricted Stock Unit Award Agreement • May 9th, 2019 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
On behalf of Covia Holdings Corporation (the “Company”), I am pleased to provide you with this letter agreement setting forth the principal terms of the compensation package to be provided to you by the Company for your services as interim President and Chief Executive Officer of the Company, which appointment was effective on May 7, 2019 at 5:00 p.m. Eastern Time.
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.
SUB-ORIGINATOR PURCHASE AND SALE AGREEMENT Dated as of March 31, 2020 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Sub-Originators, and COVIA HOLDINGS CORPORATION, as Buyer and ServicerSub-Originator Purchase and Sale Agreement • April 3rd, 2020 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This SUB-ORIGINATOR PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 31, 2020 is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO as a Sub-Originator (each, a “Sub-Originator”) and as initial Servicer (as defined below), and COVIA HOLDINGS CORPORATION (“Covia”), a Delaware corporation (the “Buyer” and “Servicer”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2018 • Unimin Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Connecticut
AGREEMENT effective as of May 1, 2015 by and between UNIMIN CORPORATION, a Delaware corporation (hereinafter called “Unimin”), and Campbell Jones of New South Wales, Australia (hereinafter called “Jones”).
PURCHASE AND SALE AGREEMENT Dated as of March 31, 2020 among COVIA HOLDINGS CORPORATION, as Originator and Servicer, and COVIA FINANCING LLC, as BuyerPurchase and Sale Agreement • April 3rd, 2020 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 31, 2020 is entered into among COVIA HOLDINGS CORPORATION, a Delaware corporation (“Covia”) as an Originator (the “Originator”) and as initial Servicer (as defined below), and COVIA FINANCING LLC, a Delaware limited liability company (the “Buyer”).
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”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT amongMembership Interest Purchase Agreement • July 10th, 2019 • Covia Holdings Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of July 3, 2019, is made by and among covia holdings corporation, a Delaware corporation (“Seller”), COVIA LIME LLC, a Delaware limited liability company (the “Company”), and MISSISSIPPI LIME COMPANY, a Missouri corporation (“Purchaser”). Each of Seller, the Company and Purchaser is sometimes individually referenced herein as a “Party”, and all of Seller, the Company and Purchaser are sometimes collectively referenced herein as the “Parties”. Certain capitalized terms used herein have the applicable meanings set forth in Annex A.
PRIVATE AND CONFIDENTIAL Campbell Jones C/o Unimin Coorporation Dear Campbell,Unimin Corp • April 11th, 2018 • Mining & quarrying of nonmetallic minerals (no fuels)
If the merger is completed, it is planned for you to become an employee of the merged entity. In this circumstance your existing agreement with the Company, where you will be repatriated to a Sibelco entity in Australia at a point in the future, will cease. In lieu of this arrangement, we provide this agreement. This agreement will be binding on Unimin Corporation or any successor.
Andrew G. Bradley c/o Unimin CorporationSeparation Agreement and Release • April 11th, 2018 • Unimin Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Connecticut
