CREDIT AGREEMENT Dated as of July 30, 2004 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 to Time Parties...Credit Agreement • August 4th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
CREDIT AGREEMENT dated as of July 30, 2004, 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 (each a "Lender" and, collectively, the "Lenders"), CREDIT SUISSE FIRST BOSTON, acting through its 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 UBS SECURITIES LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Syndication Agents.
SECURITY AGREEMENTSecurity Agreement • August 4th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
THIS SECURITY AGREEMENT dated as of July 30, 2004, among ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), each of the Subsidiaries of the US Borrower listed on Annex A hereto (each such undersigned Subsidiary being a "Subsidiary Grantor" and collectively the "Subsidiary Grantors"; the Subsidiary Grantors, Holdings and the US Borrower are referred to collectively as the "Grantors") and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as administrative agent (in such capacity, the "Administrative Agent") for the lenders ("Lenders") from time to time party to the Credit Agreement dated as of July 30, 2004 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the US Borrower, Rockwood Specialties Limited, a company incorporated under the laws of England and Wales (the "UK Borrower" and, together with the
GUARANTEEGuarantee • August 4th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
GUARANTEE dated as of July 30, 2004, made among ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), each of the subsidiaries of ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), listed on Annex A hereto (each such subsidiary individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"; the Subsidiary Guarantors and Holdings are referred to collectively as the "Guarantors") and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as administrative agent (in such capacity, the "Administrative Agent") for the lenders (the "Lenders") from time to time parties to the Credit Agreement dated as of July 30, 2004 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the US Borrower, Rockwood Specialties Limited, a company incorporated under the laws of England and Wales (the "UK Borrower" and, together with the US Borrower, the "Borrowers")
SENIOR SUBORDINATED LOAN AGREEMENT among ROCKWOOD SPECIALTIES GROUP, INC. as Borrower, The Several Lenders from Time to Time Party Hereto, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent, GOLDMAN SACHS...Senior Subordinated Loan Agreement • August 4th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
SENIOR SUBORDINATED LOAN AGREEMENT dated as of July 30, 2004, among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "Borrower"), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, UBS LOAN FINANCE LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as initial Lenders, the other Lenders (as defined in Section 1), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, UBS SECURITIES LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as lead arrangers (in such capacity, the "Lead Arrangers"), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as administrative agent (in such capacity, the "Administrative Agent"), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, the "Syndication Agent"), and UBS AG, Stamford Branch, as documentation agent (in such capacity, the "Documentation Agent").
PLEDGE AGREEMENTPledge Agreement • August 4th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
PLEDGE AGREEMENT dated as of July 30, 2004, among ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), the undersigned Subsidiaries of the US Borrower listed on Schedule 1 hereto (each a "Subsidiary Pledgor" and, collectively, the "Subsidiary Pledgors"; the US Borrower, Holdings and the Subsidiary Pledgors are referred to collectively herein as the "Pledgors") and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as administrative agent (in such capacity, the "Administrative Agent") for the lenders (the "Lenders") from time to time parties to the Credit Agreement dated as of July 30, 2004 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the US Borrower, Rockwood Specialties Limited, a company incorporated under the laws of England and Wales (the "UK Borrower" and, together with the US Borrower, the "
GUARANTEE AGREEMENTGuarantee Agreement • August 4th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
GUARANTEE dated as of July 30, 2004 (this "Guarantee"), made among each of the subsidiaries of the Borrower (as defined below) listed on the signature pages of this Guarantee (each such subsidiary individually, a "Guarantor" and, collectively, the "Guarantors") and the Agents (as defined below) for the lenders (the "Lenders") from time to time parties to the Senior Subordinated Loan Agreement dated as of July 30, 2004 (as the same may be amended, supplemented or otherwise modified from time to time, the "Senior Subordinated Loan Agreement") among Rockwood Specialties Group, Inc., a Delaware corporation (the "Borrower"), the Lenders, Credit Suisse First Boston, acting through its Cayman Islands Branch, as Administrative Agent (the "Administrative Agent"), Goldman Sachs Credit Partners L.P., as syndication agent (in such capacity, the "Syndication Agent") for the Lenders, and UBS AG, Stamford Branch, as documentation agent (in such capacity, the "Documentation Agent") for the Lenders and
UK GUARANTEEUk Guarantee • August 4th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
GUARANTEE dated as of July 30, 2004, made among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower") and each of the subsidiaries of ROCKWOOD SPECIALTIES LIMITED, a company incorporated under the laws of England and Wales (the "UK Borrower"), listed on Annex A hereto or that becomes a party hereto pursuant to Section 19 hereof (each such subsidiary individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"; the Subsidiary Guarantors and the US Borrower are referred to collectively as the "Guarantors") and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as administrative agent (in such capacity, the "Administrative Agent") for the lenders to the UK Borrower (the "Lenders") from time to time parties to the Credit Agreement dated as of July 30, 2004 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the US Borrower, the UK Borrower, Rockwood Specialties I
