FIRST AMENDMENT, dated as of February 22, 2012 (this “Amendment”), to that certain CREDIT AGREEMENT dated as of February 10, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ROCKWOOD SPECIALTIES...Credit Agreement • February 24th, 2012 • Rockwood Holdings, Inc. • Chemicals & allied products • New York
CREDIT AGREEMENT dated as of February 10, 2011, as amended by the First Amendment, dated as of February 22, 2012, among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the “Borrower”), ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation (“Holdings”), the lending institutions from time to time parties hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and as Collateral Agent (such terms and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1), and KKR CAPITAL MARKETS LLC, as Syndication Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • New York
REGISTRATION RIGHTS AGREEMENT, dated as of November 20, 2000, among K-L HOLDINGS, INC., a Delaware corporation (the "Company"), KKR 1996 Fund L.P., a Delaware limited partnership (the "KKR Fund"), and KKR Partners II, L.P., a Delaware limited partnership ("KKR Partners II" and, together with the KKR Fund, the "KKR Partnerships").
6,900,838 shares ROCKWOOD HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2012 • Rockwood Holdings, Inc. • Chemicals & allied products • New York
WARRANT AGREEMENT Dated as of July 23, 2003 between ROCKWOOD HOLDINGS, INC. and KKR MILLENNIUM FUND L.P.Warrant Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • Delaware
FOR VALUE RECEIVED, hereby sells, assigns and transfers unto , whose address is , this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint , Attorney to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution.
ROCKWOOD HOLDINGS, INC. MARKET STOCK UNIT AWARD AGREEMENTMarket Stock Unit Award Agreement • March 4th, 2014 • Rockwood Holdings, Inc. • Chemicals & allied products • Delaware
THIS AGREEMENT (the “Agreement”), is made, effective as of December 13, 2013 (the “Grant Date”) between Rockwood Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate, hereinafter referred to as the “Employee”. For purposes of this Agreement, capitalized terms not otherwise defined above or below, or in the 2009 Stock Incentive Plan for Rockwood Holdings, Inc. and Subsidiaries (the “Plan”), shall have the meanings set forth in Appendix A attached to this Agreement and incorporated by reference herein.
ROCKWOOD HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 4th, 2014 • Rockwood Holdings, Inc. • Chemicals & allied products • Delaware
THIS AGREEMENT (the “Agreement”), is made, effective as of December 13, 2013 (the “Grant Date”) between Rockwood Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate, hereinafter referred to as the “Employee”. For purposes of this Agreement, capitalized terms not otherwise defined above or below, or in the 2009 Stock Incentive Plan for Rockwood Holdings, Inc. and Subsidiaries (the “Plan”), shall have the meanings set forth in Appendix A attached to this Agreement and incorporated by reference herein.
AGREEMENT AND PLAN OF MERGER among ALBEMARLE CORPORATION, ALBEMARLE HOLDINGS CORPORATION, and ROCKWOOD HOLDINGS, INC. Dated as of July 15, 2014Agreement and Plan of Merger • July 18th, 2014 • Rockwood Holdings, Inc. • Chemicals & allied products • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 15, 2014 (this “Agreement”), is made and entered into by and among ALBEMARLE CORPORATION, a Virginia corporation (“Parent”), ROCKWOOD HOLDINGS, INC., a Delaware corporation (the “Company”), and ALBEMARLE HOLDINGS CORPORATION, a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are referred to individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • November 17th, 2008 • Rockwood Holdings, Inc. • Chemicals & allied products • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 13, 2008 (the “Effective Date”), by and between Rockwood Specialties, Inc., a Delaware corporation (the “Company”) and Thomas Riordan (the “Executive”);
ROCKWOOD HOLDINGS, INC. STOCK OPTION AGREEMENT (Time-Vesting)Stock Option Agreement • December 17th, 2009 • Rockwood Holdings, Inc. • Chemicals & allied products • Delaware
THIS AGREEMENT, dated as of December 11, 2009 is made by and between Rockwood Holdings, Inc., a Delaware corporation (hereinafter referred to as the “Company”), and [NAME], an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company, hereinafter referred to as “Optionee.” Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2009 Rockwood Holdings, Inc. Stock Incentive Plan.
FACILITY AGREEMENT Dated 31 May 2012 for SACHTLEBEN GMBH coordinated by MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) SEB AG, FRANKFURT AM MAIN DEUTSCHE BANK AG, LONDON BRANCH MORGAN STANLEY BANK INTERNATIONAL LIMITED KKR CAPITAL MARKETS...Facility Agreement • June 5th, 2012 • Rockwood Holdings, Inc. • Chemicals & allied products
AMENDED AND RESTATED SALE PARTICIPATION AGREEMENTSale Participation Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • Delaware
You have entered into an Amended and Restated Management Stockholder's Agreement, dated as of October , 2004 between Rockwood Holdings, Inc., a Delaware corporation (the "Company"), and you (the "Stockholder's Agreement") to amend and restate the Management Stockholder's Agreement, dated as of [DATE] between the Company and you relating to the purchase by you from the Company of [NUMBER] shares (the "Existing Purchased Stock") of common stock, par value $0.01 per share, of the Company (the "Common Stock") and a receipt by you from the Company of an option to acquire [NUMBER] shares of Common Stock from the Company (the "Existing Option") and to set forth the terms and conditions of your rights as Management Stockholder with respect to the [NUMBER] additional shares of Common Stock purchased by you under the Stockholder's Agreement, a new option to purchase shares of Common Stock (the "New Option" and, together with the Existing Option, the "Options") granted to you by the Company, the
STOCK PURCHASE AGREEMENT dated as of September 17, 2013 by and between Rockwood Specialties Group, Inc. and Huntsman International LLCStock Purchase Agreement • September 23rd, 2013 • Rockwood Holdings, Inc. • Chemicals & allied products • New York
THIS AGREEMENT (this “Agreement”) is made as of September 17, 2013, by and between Rockwood Specialties Group, Inc., a Delaware corporation (“Parent”), and Huntsman International LLC, a Delaware limited liability company (“Buyer”). Capitalized terms not otherwise defined in this Agreement are used as defined in Exhibit A.
ROCKWOOD HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (Time and Performance Vesting)Restricted Stock Unit Award Agreement • December 17th, 2009 • Rockwood Holdings, Inc. • Chemicals & allied products • Delaware
THIS AGREEMENT (the “Agreement”), is made, effective as of December 11, 2009 (the “Grant Date”) between Rockwood Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and [NAME], an employee of the Company or an Affiliate, hereinafter referred to as the “Employee”. For purposes of this Agreement, capitalized terms not otherwise defined above or below, or in the Plan, shall have the meanings set forth in Appendix A attached to this Agreement and incorporated by reference herein.
AMENDED AND RESTATED MANAGEMENT STOCKHOLDER'S AGREEMENTManagement Stockholder's Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • Delaware
This Amended and Restated Management Stockholder's Agreement (this "Agreement") is entered into as of October , 2004 between Rockwood Holdings, Inc., a Delaware corporation (the "Company"), and the undersigned person (the "Management Stockholder") (the Company and the Management Stockholder being hereinafter collectively referred to as the "Parties"). All capitalized terms not immediately defined are hereinafter defined in Section 26 hereof.
AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • February 11th, 2005 • Rockwood Holdings, Inc.
This Agreement (the "Amendment"), dated as of October 15, 2004, made by and between Rockwood Holdings, Inc. (formerly known as K-L Holdings, Inc.), a Delaware corporation, (hereinafter referred to as the "Company"), and Thomas J. Riordan, an employee of the Company or of a Subsidiary or Affiliate (hereinafter referred to as the "Optionee").
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • May 22nd, 2007 • Rockwood Holdings, Inc. • Chemicals & allied products • Delaware
THIS AGREEMENT (the “Agreement”), is made, effective as of May 16, 2007 (the “Grant Date”) between Rockwood Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and [NAME], an employee of the Company or an Affiliate (as defined below) of the Company, hereinafter referred to as the “Employee”.
ROCKWOOD HOLDINGS, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • December 17th, 2009 • Rockwood Holdings, Inc. • Chemicals & allied products • Delaware
THIS AGREEMENT (the “Agreement”), is made, effective as of December 11, 2009 (the “Grant Date”) between Rockwood Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and Seifollah Ghasemi, an employee of the Company or an Affiliate, hereinafter referred to as the “Employee”. For purposes of this Agreement, capitalized terms not otherwise defined above or below, or in the Plan, shall have the meanings set forth in Appendix A attached to this Agreement and incorporated by reference herein.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2010 • Rockwood Holdings, Inc. • Chemicals & allied products
This Amendment to the Employment Agreement dated as of November 13, 2008 (the “Agreement”) by and between Rockwood Specialties, Inc., a Delaware Corporation (the “Company”) and Robert J. Zatta (the “Executive”) is hereby executed as of October 28, 2010.
FORM OF NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENTNon-Employee Director Stock Option Agreement • August 8th, 2005 • Rockwood Holdings, Inc. • Chemicals & allied products • Delaware
THIS AGREEMENT, dated as of the date set forth on the signature page hereof and identified as the “Grant Date” is made by and between Rockwood Holdings, Inc., a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, a member of the Board who is not an employee of the Company, hereinafter referred to as the “Optionee.” Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan (as defined below).
AMENDMENT TO PIK BRIDGE LOAN AGREEMENTBridge Loan Agreement • June 28th, 2005 • Rockwood Holdings, Inc. • Chemicals & allied products • New York
AMENDMENT dated as of June 20, 2005 (this “Amendment”) to the PIK Bridge Loan Agreement dated as of November 20, 2000 (the “Agreement”) among Rockwood Specialties Consolidated, Inc. (formerly known as K-L Sub 1 Inc.), a Delaware corporation, as borrower (the “Borrower”), the Lenders (as defined in Section 1 thereof), Merrill Lynch Capital Corporation, as Agent (the “Agent”), Merrill Lynch International, as Arranger, (in such capacity, the “Arranger”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 15, 2009 among ROCKWOOD SPECIALTIES GROUP, INC., as US Borrower ROCKWOOD SPECIALTIES LIMITED, as UK Borrower ROCKWOOD SPECIALTIES INTERNATIONAL, INC., as a Guarantor The Several Lenders from Time...Credit Agreement • June 17th, 2009 • Rockwood Holdings, Inc. • Chemicals & allied products • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 15, 2009, among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the “US Borrower”), ROCKWOOD SPECIALTIES LIMITED, a company incorporated under the laws of England and Wales (the “UK Borrower”), ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation (“Holdings”), the lending institutions from time to time parties hereto, CREDIT SUISSE, as Administrative Agent and as Collateral Agent (such terms and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1), and UBS SECURITIES LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Syndication Agents.
STOCKHOLDERS AGREEMENTStockholders Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • New York
STOCKHOLDERS AGREEMENT, dated as of July 29, 2004, by and among Rockwood Holdings, Inc. (the "Company"), KKR 1996 Fund, L.P. ("1996 Fund"), KKR Partners II, L.P. ("KKR II"), KKR Millennium Fund, L.P. ("KKR Millennium"), KKR Partners III, L.P. ("KKR III"), KKR European Fund, Limited Partnership ("KKR European" and together with 1996 Fund, KKR II, KKR Millennium and KKR III, the "KKR Entities") and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (collectively, the "DLJ Entities"). Each of the KKR Entities and the DLJ Entities are referred to individually as a "Stockholder" and, collectively, as the "Stockholders".
ContractFourth Amendment • March 27th, 2007 • Rockwood Holdings, Inc. • Chemicals & allied products • New York
FOURTH AMENDMENT, dated as of March 23, 2007 (this “Amendment”), to the CREDIT AGREEMENT dated as of July 30, 2004 (as amended by the First Amendment, dated as of October 8, 2004, the Second Amendment, dated as of December 10, 2004, and the Third Amendment, dated as of December 13, 2005, and as otherwise amended, supplemented or modified from time to time, the “Credit Agreement”), among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the “US Borrower”), ROCKWOOD SPECIALTIES LIMITED, a company incorporated under the laws of England and Wales (the “UK Borrower”), ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation (“Holdings”), the lending institutions from time to time parties thereto, CREDIT SUISSE (formerly known as Credit Suisse First Boston) (“Credit Suisse”), as Administrative Agent and as Collateral Agent, and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), and UBS SECURITIES LLC (“UBS”), as Co-Syndication Agents.
AMENDMENT NO. 2 TO THE STOCKHOLDERS AGREEMENTThe Stockholders Agreement • December 20th, 2010 • Rockwood Holdings, Inc. • Chemicals & allied products • New York
THIS AMENDMENT NO. 2 TO THE STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of December 20, 2010, in entered into by and among Rockwood Holdings, Inc. (the “Company”), KKR 1996 Fund, L.P. (“1996 Fund”), KKR Partners II, L.P. (“KKR II”), KKR Millennium Fund, L.P. (“KKR Millennium”), KKR Partners III, L.P. (“KKR III”), KKR European Fund, Limited Partnership (“KKR European” and together with 1996 Fund, KKR II, KKR Millennium, and KKR III, the “KKR Entities”) and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (collectively, the “DLJ Entities”). Each of the KKR Entities and the DLJ Entities are referred to individually as a “Stockholder” and, collectively, as the “Stockholders”.
MERGER AND TRANSFER AGREEMENT PROFIT-SHARING/401(K) PLAN FOR EMPLOYEES OF ROCKWOOD SPECIALTIES INC. AND THE ROCKWOOD SPECIALTIES INC. MONEY PURCHASE PENSION PLANMerger and Transfer Agreement • November 5th, 2010 • Rockwood Holdings, Inc. • Chemicals & allied products
Rockwood Specialties Inc. (the “Employer”), the sponsor of The Rockwood Specialties Inc. Money Purchase Pension Plan (the “Pension Plan”) and the Profit-Sharing/401(k) Plan for Employees of Rockwood Specialties Inc. (the “401(k) Plan”), makes this Merger and Transfer Agreement (the “Agreement”) in its capacity as the sponsor of the 401(k) Plan and the Pension Plan, respectively.
SALE PARTICIPATION AGREEMENTParticipation Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • Delaware
You have entered into a Management Stockholder's Agreement, dated as of November 30, 2004 between Rockwood Holdings, Inc., a Delaware corporation (the "Company"), and you (the "Stockholder's Agreement") relating to the purchase by you from the Company of shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") and receipt by you from the Company of an option to purchase shares of Common Stock from the Company (the "Option"). The undersigned, KKR 1996 Fund L.P., KKR Partners II, L.P., KKR Millennium Fund, L.P., KKR Partners III, L.P. and KKR European Fund, Limited Partnership (collectively, the "KKR Partners"), also have purchased shares of Common Stock and hereby agree with you as follows, effective upon such purchase of Common Stock and receipt an of Option by you:
STOCK PURCHASE AGREEMENT dated as of July 26, 2013 by and among Rockwood Specialties Group, Inc., BYK Chemie GmbH and Altana AG, as GuarantorStock Purchase Agreement • July 31st, 2013 • Rockwood Holdings, Inc. • Chemicals & allied products • New York
THIS AGREEMENT (this “Agreement”) is made as of July 26, 2013, by and among Rockwood Specialties Group, Inc., a Delaware corporation (“Parent”), BYK Chemie GmbH, a company with limited liability organized under the laws of Germany (“Buyer”), and Altana AG, a corporation organized under the laws of Germany (“Guarantor”). Capitalized terms not otherwise defined in this Agreement are used as defined in Exhibit A.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • January 12th, 2015 • Rockwood Holdings, Inc. • Chemicals & allied products • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of January 12, 2015 (this “Second Supplemental Indenture”), among Albemarle Corporation, a Virginia corporation (the “Company”), whose principal office is located at 451 Florida Street, Baton Rouge, Louisiana 70801, Rockwood Specialties Group, Inc., a Delaware corporation (the “Issuer”), whose principal office is located at 451 Florida Street, Baton Rouge, Louisiana 70801, and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
SUPPLEMENT NO. 2 TO INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • New York
Supplement No. 2 dated as of January 14, 2005 (this "Supplement") to the Investors' Rights Agreement dated as of November 20, 2000 (the "Agreement") among Rockwood Holdings, Inc. (formerly known as K-L Holdings, Inc.), a Delaware corporation (the "Company") and each of the shareholders thereof, as referred to therein (as amended and supplemented by Amendment and Supplement No.1 to Investors' Rights Agreement). Capitalized terms used but not defined in this Supplement are used with the meanings given to such terms in the Agreement.
SHAREHOLDERS’ AND JOINT VENTURE AGREEMENT REGARDING THE TITANIUM DIOXIDE JOINT VENTUREShareholders’ and Joint Venture Agreement • August 6th, 2008 • Rockwood Holdings, Inc. • Chemicals & allied products
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2010 • Rockwood Holdings, Inc. • Chemicals & allied products
This Amendment to the Employment Agreement dated as of November 13, 2008 (the “Agreement”) by and between Rockwood Specialties, Inc., a Delaware Corporation (the “Company”) and Thomas J. Riordan (the “Executive” ) is hereby executed as of October 28, 2010.
Kohlberg Kravis Roberts & Co. L.P. DLJ Merchant Banking III, Inc.Rockwood Holdings, Inc. • May 13th, 2005 • Chemicals & allied products • New York
Reference is made to the letter agreement (the “Original Agreement”) dated November 20, 2000 between K-L Holdings, Inc. (now known as Rockwood Holdings, Inc. (the “Company”)) and Kohlberg Kravis Roberts & Co. L.P. (“KKR”) relating to the Company’s engagement of KKR to provide certain services to the Company and its subsidiaries (collectively, the “Rockwood Group”).
EXECUTION COPY VOTING TRUST AGREEMENT RELATING TO SHARES OF ROCKWOOD HOLDINGS, INC. THIS VOTING TRUST AGREEMENT (the "Agreement") is made and entered into as of January 11,2006, by and among DLJ Merchant Banking Partners III, L.P., DLJ Offshore...Voting Trust Agreement • January 30th, 2007 • Rockwood Holdings, Inc. • Chemicals & allied products • New York
ROCKWOOD SPECIALTIES GROUP, INC., THE GUARANTORS PARTY HERETO, as Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION as TrusteeIndenture • September 25th, 2012 • Rockwood Holdings, Inc. • Chemicals & allied products • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of September 25, 2012, among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • New York
This Investors' Rights Agreement (this "Agreement") is entered into as of November 20, 2000 among K-L HOLDINGS, INC., a Delaware corporation (the "Company"), each of the parties listed on Schedule I attached hereto ("Investors"), KKR 1996 FUND L.P. (the "KKR Fund") and KKR PARTNERS II, L.P. ("KKR Partners II" and, together with the KKR Fund, the "KKR Investors"). The Company, the Investors and the KKR Investors are hereinafter collectively referred to as the "Parties".
