Share Pledge Agreement

SIERRA RUTILE LIMITED
SHARE PLEDGE AGREEMENT


THIS SIERRA RUTILE LIMITED SHARE PLEDGE AGREEMENT (the "Agreement") dated as of May 15, 1998, made by SIERRA RUTILE HOLDINGS LIMITED, a corporation organized and existing under the laws of the British Virgin Islands (the "Shareholder"), to COMMONWEALTH DEVELOPMENT CORPORATION ("CDC"), DEG-DEUTSCHE INVESTITIONS-UND ENTWICKLUNGSGESELLSCHAFT mbH ("DEG"), EXPORT-IMPORT BANK OF THE UNITED STATES ("ExIm Bank"), INTERNATIONAL FINANCE CORPORATION ("IFC") and OVERSEAS PRIVATE INVESTMENT CORPORATION ("OPIC" and, together with CDC, DEG ExIm Bank, and IFC, the "Banks" and individually each a "Bank").


WHEREAS, Sierra Rutile Limited (the "Company") and each of the Banks have entered into separate amendment agreements providing the modification of certain of the terms and provisions governing certain outstanding indebtedness of the Company owing to the respective Banks (collectively, the "Amendments");


WHEREAS, it is a condition to the effectiveness of the Amendments that the Shareholder execute and deliver an equitable mortgage agreement in substantially the form hereof delivering by way of an equitable mortgage as collateral security for the Company's payment and performance obligations (collectively, the "Obligations") with respect to the principal, interest, expenses, costs and all other amounts payable by the Company to the Banks in connection with the agreements amended by the Amendments (such agreements, as so amended being referred to as the "Loan Agreements"), 38,685,017 shares of the Company held by the Shareholder, constituting all of the outstanding shares of the Company;


WHEREAS, the Shareholder wishes to grant an equitable mortgage and security interests in favor of the Banks for the benefit of the Banks as provided herein.


NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Shareholder hereby agrees as follows:


1. GRANT OF SECURITY INTEREST. (a) As collateral security for the Obligations, the Shareholder hereby delivers by way of equitable mortgage to the Banks, for the benefit of the Banks, its shares in the Company described in SCHEDULE 1 hereto, together with all income therefrom, increases therein and proceeds thereof, now or hereafter owned or acquired by the Shareholder (collectively, the "Mortgaged Shares") and grants to the Banks, a lien on and


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security interest in the Mortgaged Shares. All certificates representing or evidencing the Mortgaged Shares shall be delivered to and held by the Banks or a collateral agent designated by them, and shall be accompanied by duly executed instruments of transfer or assignment in blank, all in a form reasonably satisfactory to the Banks. The Shareholder shall promptly create and make a notation of the particulars of this Agreement on a Register of Mortgages and Charges and Other Encumbrances of the Shareholder, maintain such Register at its Registered Office and cause a copy thereof to be filed with the Register of Companies in the British Virgin Islands.


(b) If the Shareholder shall become entitled to receive, in connection with or in substitution or exchange for any of the Mortgaged Shares, any:


(i) other shares or certificates, including, without limitation, any certificate representing a stock bonus or stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off;


(ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Mortgaged Shares, or otherwise;


(iii) dividend or distribution payable in property, including securities issued by an issuer other than the issuer of the Mortgaged Shares; or


(iv) cash dividends or other distributions of any sort;


then, except as otherwise provided in Clause 2, such property shall be delivered directly to the Banks and, to the extent any such property is delivered, inadvertently or otherwise, to the Shareholder, the Shareholder shall accept the same as the agent for the Banks and shall hold the same in trust for the Banks and shall (except as provided below) deliver them forthwith to the Banks in the exact form received with, as applicable, the Shareholder's endorsement when necessary, or appropriate stock powers duly executed in blank, to be held by the Banks subject to the terms hereof, as part of the Mortgaged Shares and subject to the pledge, lien and security interest granted herein with respect thereto.


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2. CASH DIVIDENDS; VOTING RIGHTS. Unless an Event of Default as defined in any of the Loan Agreements (as so defined, an "Event of Default") shall have occurred and be continuing, the Shareholder shall be entitled to receive all cash dividends paid in respect of the Mortgaged Shares, to vote the Mortgaged Shares and to gi ...