FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 13th, 2012 • Dynacast Inc. • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [•], 2011 between DYNACAST INTERNATIONAL INC., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
WARRANT To Purchase Up To 1,980 Shares of Common Stock of DYNACAST INTERNATIONAL INC.Dynacast Inc. • February 13th, 2012
THIS WARRANT (the “Warrant”) certifies that, for value received, MIHI LLC or its registered assigns (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the tenth (10th) anniversary of the Initial Exercise Date (the “Expiration Date”) to purchase up to 1,980 (as such number may be adjusted, in accordance with the terms hereof, the “Warrant Shares”) shares of the Common Stock, par value $0.001 (the “Common Stock”), of Dynacast International Inc., a Delaware corporation or any person who succeeds to and assumes the obligations of Dynacast International Inc. hereunder in accordance with the terms of this Warrant (the “Company”).
EMPLOYMENT AGREEMENT Dynacast International Inc. New York, New York 10022 July 18, 2011Employment Agreement • February 13th, 2012 • Dynacast Inc. • Delaware
This Employment Agreement (this “Agreement”) governs the terms of your employment with Dynacast International Inc. (formerly known as KDI Holdings Inc.) (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 5(f).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DYNACAST US 1 LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • February 13th, 2012 • Dynacast Inc. • Delaware
This Second Amended and Restated Limited Liability Company Agreement, dated as of July 19, 2011 (this “Agreement”), is between Dynacast US 1 LLC, a Delaware limited liability company (formerly Melrose US 1 LLC) (the “Company”), and KDI Acquisition LLC, a Delaware limited liability company (the “Member”).
INTERCREDITOR AGREEMENT dated as of July 19, 2011, among JPMorgan Chase Bank, N.A., as First Lien Collateral Agent and Union Bank, N.A., as Second Lien Collateral Agent, Dynacast International LLC and each of the other Grantors party heretoIntercreditor Agreement • February 13th, 2012 • Dynacast Inc. • New York
Intercreditor Agreement (this “Agreement”) dated as of July 19, 2011 among JPMorgan Chase Bank, N.A., as collateral agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Lien Collateral Agent”) under the Credit Facility (such term, and other capitalized terms used herein but not otherwise defined, having the meaning set forth in Section 1.1 below), Union Bank, N.A., as trustee (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Lien Trustee”) and as collateral agent for the holders of the Second Lien Notes (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Lien Collateral Agent”), Dynacast International LLC, a Delaware limited liability company (the “Company”), and each of the other Grantors party hereto.
JOINDER AGREEMENTJoinder Agreement • February 13th, 2012 • Dynacast Inc. • New York
Reference is hereby made to that purchase agreement (the “Purchase Agreement”) dated as of July 12, 2011 among Dynacast International LLC, a Delaware limited liability company (the “Company”) and Dynacast Finance Inc., a Delaware Corporation, the Parent Guarantor (as defined in the Purchase Agreement) and the Initial Purchasers relating to the issuance and sale to the Initial Purchasers of $350,000,000 aggregate principal amount of 9.25% Senior Notes due 2019 (the “Notes”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • February 13th, 2012 • Dynacast Inc. • New York
THIS MANAGEMENT CONSULTING AGREEMENT (this “Agreement”), is executed as of the 19th day of July, 2011 (the “Effective Date”), by and among Kenner Equity Management, LLC, a Delaware limited liability company (“Kenner Management”), Izurium Dynacast Ltd, MIHI LLC, W Capital Dynacast LLC, Laurel Crown Dynacast Holdings LLC, Tower Square Capital Partners III, L.P., Tower Square Capital Partners III-A, L.P., Tower Square Capital Partners III-B, L.P. and Kenner Equities IV, L.P. (each a “Consultant” and, together with Kenner Management, collectively, the “Consultants”) and Dynacast International Inc., a Delaware corporation (the “Company”).
SHARE PURCHASE AGREEMENT between KDI Holdings Inc. and Melrose PLC Melrose Overseas Holdings Limited Melrose UK 4 Limited (formerly Dynacast Investments Limited)Share Purchase Agreement • February 13th, 2012 • Dynacast Inc. • Delaware
SHARE PURCHASE AGREEMENT dated 5 June 2011 between Melrose PLC, Melrose Overseas Holdings Limited and Melrose UK 4 Limited (formerly Dynacast Investments Limited), each a company incorporated in England and Wales with its registered office at Precision House, Arden Road, Alcester, Warwickshire B49 6HN (the “Sellers”) and KDI Holdings Inc., a Delaware corporation (the “Purchaser”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • February 13th, 2012 • Dynacast Inc. • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of February 10, 2012 (this “Supplemental Indenture”), among Dynacast International LLC., a Delaware limited liability company (the “Company”) and Dynacast Finance Inc. (the “Co-Issuer” and, together with the Company, the “Issuers”), as joint and several obligors, the Guarantors listed on Schedule A hereto (the “Guarantors”) and Union Bank, N.A., as Trustee and as Second Lien Agent under the Indenture referred to below (the “Trustee”).
DYNACAST INTERNATIONAL INC. SUBSCRIPTION AGREEMENTSubscription Agreement • February 13th, 2012 • Dynacast Inc.
THIS SUBSCRIPTION AGREEMENT, dated as of July 19, 2011 (this “Subscription Agreement”), is made by and among DYNACAST INTERNATIONAL INC., a Delaware corporation (the “Company”), and those persons and entities identified on the signature pages hereto (each an “Investor” and, collectively, the “Investors”).
DYNACAST INTERNATIONAL INC. MANAGEMENT SUBSCRIPTION AGREEMENTManagement Subscription Agreement • February 13th, 2012 • Dynacast Inc. • New York
THIS MANAGEMENT SUBSCRIPTION AGREEMENT, dated as of July 19th, 2011 (this “Agreement”), is made by and among DYNACAST INTERNATIONAL INC., a Delaware corporation (the “Company”), and [•] (the “Investor”).
DYNACAST INTERNATIONAL INC. FORM OF RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • February 13th, 2012 • Dynacast Inc. • New York
This Award Agreement (this “RSU Award Agreement”), dated as of [•], 2011 (the “Date of Grant”), is made by and between Dynacast International Inc., a Delaware corporation (formerly known as KDI Holdings Inc.) (the “Company”), and [•] (the “Participant”). Where the context permits, references to the Company shall include any successor to the Company. If this RSU Award Agreement is not executed and returned to the Company by [•], this Award will be null and void ab initio and the Participant will have no rights hereunder.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2012 • Dynacast Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated the 19th day of July, 2011, is by and among DYNACAST INTERNATIONAL INC., a Delaware corporation (the “Holding Company”), MIHI LLC, IZURIUM DYNACAST LTD, W CAPITAL DYNACAST LLC, LAUREL CROWN DYNACAST HOLDINGS LLC, TOWER SQUARE CAPITAL PARTNERS III, L.P., TOWER SQUARE CAPITAL PARTNERS III-A, L.P., TOWER SQUARE CAPITAL PARTNERS III-B, L.P., KENNER EQUITY MANAGEMENT, LLC (“Kenner Management”) and KENNER DYNACAST PARTNERS L.P. (“Kenner”) (each of the foregoing except the Holding Company, a “Stockholder” and collectively the “Stockholders”). Certain other terms are defined in section 1.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2012 • Dynacast Inc. • New York
This REGISTRATION RIGHTS AGREEMENT dated July 19, 2011 (this “Agreement”) is entered into by and among Dynacast International LLC, a Delaware limited liability company (the “Company”), Dynacast Finance Inc., a Delaware corporation (“Finance Co” and together with the Company, the “Issuers”), Dynacast International Inc., a Delaware corporation (“Parent”), the guarantors listed in Schedule 1 hereto (together with Parent, the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several Initial Purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
SECOND LIEN SECURITY AGREEMENT By DYNACAST INTERNATIONAL LLC and DYNACAST FINANCE INC., as Issuers and THE GUARANTORS PARTY HERETO in favor of UNION BANK, N.A., as Second Lien Collateral Agent Dated as of July 19, 2011Second Lien Security Agreement • February 13th, 2012 • Dynacast Inc. • New York
This SECOND LIEN SECURITY AGREEMENT dated as of July 19, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by DYNACAST INTERNATIONAL LLC, a Delaware limited liability company (the “Company”), DYNACAST FINANCE INC., a Delaware corporation (the “Co-Issuer”, and together with the Company, the “Issuers”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Issuers, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of UNION BANK, N.A., in its capacity as collateral agent pursuant to the Indenture (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Second Lien Collateral Agent”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2012 • Dynacast Inc. • New York
THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is entered into as of February 7, 2012 by and among Dynacast International LLC, a Delaware limited liability company (“Issuer”), Dynacast Finance Inc., a Delaware corporation (“Finance”), Dynacast International Inc., a Delaware corporation (“Parent”), the guarantors listed on Schedule 1 hereto (the “Guarantors,” and together with Issuer, Finance and Parent, the “Dynacast Parties”) and Macquarie Capital (USA) Inc., a Delaware corporation (“Macquarie”). Each of the Dynacast Parties and Macquarie is, individually, a “Party” and, together, the “Parties”.
