CREDIT AGREEMENT DATED AS OF FEBRUARY 1, 2013 AMONG FLASH DUTCH 2 B.V. AND U.S COATINGS ACQUISITION INC., AS BORROWERS, FLASH DUTCH 1 B.V., AS HOLDINGS, COATINGS CO. U.S. INC., AS U.S. HOLDINGS, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT, COLLATERAL...Credit Agreement • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of February 1, 2013, among FLASH DUTCH 2 B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and established under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, registered with the Trade Register of the Netherlands under number 55948308 (the “Dutch Borrower”) and U.S COATINGS ACQUISITION INC., a corporation organized under the laws of Delaware (the “U.S. Borrower” and together with the Dutch Borrower, collectively, the “Borrowers”), COATINGS CO. U.S. INC., a corporation organized under the laws of Delaware (“U.S. Holdings”), FLASH DUTCH 1 B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and established under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, registered with the Trade Register of the Netherlands under number 55947107 (“Holding
SECURITY AGREEMENT Dated February 1, 2013 among The Grantors referred to herein, as Grantors and Wilmington Trust, National Association, as Collateral AgentSecurity Agreement • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
SECURITY AGREEMENT dated February 1, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among LUX FINCO COATINGS S.Á R.L., a Luxembourg private limited company (“Lux FinCo”), COATINGS CO. U.S. INC., a Delaware corporation (“Holdings”), U.S. COATINGS ACQUISITION, INC., a Delaware corporation (the “Issuer”), the other Persons listed on the signature pages hereof (the “Subsidiary Grantors”), the Additional Grantors (as hereinafter defined) from time to time party hereto (Holdings, the Issuer, LuxFinCo, the Subsidiary Grantors and such Additional Grantors being, collectively, the “Grantors”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”) for the Secured Parties (as defined in the Euro Notes Indenture (as hereinafter defined)).
EQUITY INTEREST PLEDGE AGREEMENT entered into by and among Axalta Coating Systems LA Holding II B.V. and Axalta Coating Systems México, S. de R.L. de C.V. as the Pledgors, and Barclays Bank PLC, as Collateral Agent for the benefit of the Loan Finance...Equity Interest Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
EQUITY INTEREST PLEDGE AGREEMENT (the “Agreement”) dated September 18, 2013, entered into by and among Axalta Coating Systems LA Holding II B.V. (formerly known as DuPont Performance Coatings LA Holding II B.V.) (“Axalta LA Holding”) and Axalta Coating Systems México, S. de R.L. de C.V. (formerly known as DuPont Performance Coatings México, S. de R.L. de C.V.) (“ACSM”; ACSM, together with Axalta LA Holding, the “Pledgors”), as pledgors, represented herein by Miguel Daniel Paredes Fuentes, and Barclays Bank PLC, acting as Collateral Agent for the benefit of the Loan Finance Parties and as Notes Foreign Collateral Agent for the benefit of the Secured Notes Indenture Parties (as defined below) (the “Pledgee”), represented herein by Pedro Tejero Sandoval, with the appearance of Axalta Coating Systems Servicios México, S. de R.L. de C.V. (formerly known as DuPont Performance Coatings Servicios México, S. de R.L. de C.V.) (the “Company”), represented herein by Miguel Daniel Paredes Fuentes,
NON-POSSESSORY PLEDGE AGREEMENT entered into by and between Axalta Coating Systems Servicios México, S. de R.L. de C.V., as Pledgor and Barclays Bank PLC, as Collateral Agent for the benefit of the Loan Finance Parties and as Notes Foreign Collateral...Non-Possessory Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
NON-POSSESORY PLEDGE AGREEMENT (the “Agreement”) dated September 18, 2013, entered into by and between Axalta Coating Systems Servicios México, S. de R.L. de C.V. (formerly known as DuPont Performance Coatings Servicios México, S. de R.L. de C.V.), as pledgor (the “Pledgor”), represented herein by Miguel Daniel Paredes Fuentes, and Barclays Bank PLC, acting as Collateral Agent for the benefit of the Loan Finance Parties and as Notes Foreign Collateral Agent for the benefit of the Secured Notes Indenture Parties (as defined below), as pledgee (the “Pledgee”), represented herein by Pedro Tejero Sandoval, pursuant to the following Recitals, Representations and Clauses.
U.S. COATINGS ACQUISITION INC. and FLASH DUTCH 2 B.V. as Issuers INDENTURE Dated as of February 1, 2013 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
INDENTURE, dated as of February 1, 2013, as amended or supplemented from time to time (this “Indenture”), among U.S. COATINGS ACQUISITION INC., a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), FLASH DUTCH 2 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).
ContractSeventh Supplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of December 27, 2013 (this “Supplemental Indenture”), is by and among Axalta Coating Systems U.S. Holdings, Inc. (formerly U.S. Coatings Acquisition Inc.), a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), and Axalta Coating Systems Dutch Holding B B.V. (formerly Flash Dutch 2 B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), the party identified as a New Guarantor on the signature pages hereto (the “New Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
ContractThird Supplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of July 18, 2013 (this “Supplemental Indenture”), is by and among Axalta Coating Systems U.S. Holdings, Inc. (formerly U.S. Coatings Acquisition Inc.), a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), Axalta Coating Systems Dutch Holding B B.V. (formerly Flash Dutch 2 B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands ( “Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), each of the parties identified as a New Guarantor on the signature pages hereto (each, a “New Guarantor” and collectively, the “New Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
ContractSixth Supplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of September 18, 2013 (this “Supplemental Indenture”), is by and among Axalta Coating Systems U.S. Holdings, Inc. (formerly U.S. Coatings Acquisition Inc.), a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), and Axalta Coating Systems Dutch Holding B B.V. (formerly Flash Dutch 2 B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), each of the parties identified as a New Guarantor on the signature pages hereto (each, a “New Guarantor” and collectively, the “New Guarantors”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
PURCHASE AGREEMENT by and between E. I. DU PONT DE NEMOURS AND COMPANY and FLASH BERMUDA CO. LTD. Dated as of August 30, 2012Purchase Agreement • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
PURCHASE AGREEMENT (this “Agreement”), dated as of August 30, 2012, by and between E. I. du Pont de Nemours and Company, a Delaware corporation (“DuPont”), and Flash Bermuda Co. Ltd., a Bermuda exempted limited liability company (“Buyer”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Annex A of this Agreement.
ContractFifth Supplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of September 17, 2013 (this “Supplemental Indenture”), is by and among Axalta Coating Systems U.S. Holdings, Inc. (formerly U.S. Coatings Acquisition Inc.), a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), and Axalta Coating Systems Dutch Holding B B.V. (formerly Flash Dutch 2 B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), the party identified as a New Guarantor on the signature pages hereto (the “New Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
ContractFourth Supplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of July 29, 2013 (this “Supplemental Indenture”), is by and among Axalta Coating Systems U.S. Holdings, Inc. (formerly U.S. Coatings Acquisition Inc.), a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), Axalta Coating Systems Dutch Holding B B.V. (formerly Flash Dutch 2 B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), each of the parties identified as a New Guarantor on the signature pages hereto (each, a “New Guarantor” and collectively, the “New Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
AMENDMENT (this “Amendment”), dated as of January 31, 2013, by and between E. I. du Pont de Nemours and Company, a Delaware corporation (“DuPont”), and Flash Bermuda Co. Ltd., a Delaware limited liability company (the “Buyer”), to the Purchase Agreement, dated August 30, 2012 (the “Agreement”), by and between DuPont and the Buyer. Unless otherwise specifically defined herein, each term used herein shall have the meaning ascribed to such term in the Agreement.
AXALTA COATING SYSTEMS LUXEMBOURG HOLDING 2 S.À R.L. (FORMERLY Luxembourg Coatings S.à r.l.) as LP Pledgor and AXALTA COATING SYSTEMS VERWALTUNGS GMBH (FORMERLY FLASH GERMAN CO. GMBH) as GP Pledgor BARCLAYS BANK PLC as Bank Collateral Agent and...Partnership Interest Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
facilities) may be increased by a cash-capped amount of up to USD 400,000,000 if the Borrowers and the relevant lenders assuming such additional commitments so agree (the “Incremental Facilities”).
HOLDINGS GUARANTY Dated as of February 1, 2013 between FLASH DUTCH 1 B.V. as Guarantor and BARCLAYS BANK PLC, as Administrative AgentHoldings Guaranty • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
HOLDINGS GUARANTY dated as of February 1, 2013 (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”) between FLASH DUTCH 1 B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and established under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, registered with the Trade Register of the Netherlands under number 55947107 (the “Guarantor”), and BARCLAYS BANK PLC, as administrative agent (in such capacity together with any successor administrative agent, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).
FRANCE COATINGS CO. as Pledgor and BARCLAYS BANK PLC as Notes Foreign Collateral Agent and DUPONT PERFORMANCE COATINGS FRANCE SAS as Securities Account Holder SECURITIES ACCOUNT PLEDGE AGREEMENT (ACTE DE NANTISSEMENT DE COMPTE DE TITRES FINANCIERS) in...Axalta Coating Systems Ltd. • August 20th, 2014
(the Pledgor, the Notes Foreign Collateral Agent and the Securities Account Holder being collectively referred to as the “Parties” and, individually, a “Party”).
AXALTA COATING SYSTEMS GERMANY GMBH (FORMERLY DUPONT PERFORMANCE COATINGS GMBH) as Assignor and BARCLAYS BANK PLC as Collateral Agent GLOBAL ASSIGNMENT AGREEMENT (Globalabtretung)Global Assignment Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
administrative agent (the “Subsidiary Guaranty Agreement” and together with the Holdings Guaranty Agreement, the “Guaranty Agreements”), the Subsidiary Guarantors have guaranteed the full and actual payment by the Borrowers under the Credit Agreement.
ContractEighth Supplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of July 1, 2014 (this “Supplemental Indenture”), is by and among Axalta Coating Systems U.S. Holdings, Inc. (formerly U.S. Coatings Acquisition Inc.), a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), Axalta Coating Systems Dutch Holding B B.V. (formerly Flash Dutch 2 B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), the party identified as a New Guarantor on the signature pages hereto (the “New Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
1 February 2013 SHARE PLEDGE AGREEMENT in respect of shares in DUPONT PERFORMANCE COATINGS BELGIUM BVBA COATINGS CO. (UK) LIMITED and TEODUR B.V. as Pledgors WILMINGTON TRUST, NATIONAL ASSOCIATION as PledgeeShare Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd. • Connecticut
ContractFirst Supplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 26, 2013 (this “Supplemental Indenture”), is by and among U.S. Coatings Acquisition Inc., a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), and Flash Dutch 2 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), the party identified as a New Guarantor on the signature page hereto (a “New Guarantor”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
ContractFirst Supplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 10, 2013 (this “Supplemental Indenture”), is by and among U.S. Coatings Acquisition Inc., a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), and Flash Dutch 2 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), each of the parties identified as a New Guarantor on the signature pages hereto (each, a “New Guarantor” and collectively, the “New Guarantors”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
SHARES PLEDGE AGREEMENT entered into by and among Axalta Powder Coating Systems USA, Inc. as the Pledgor, and Barclays Bank PLC, as Collateral Agent for the benefit of the Loan Finance Parties and as Notes Foreign Collateral Agent for the benefit of...Shares Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
SHARES PLEDGE AGREEMENT (the “Agreement”) dated September 18, 2013, entered into by and among Axalta Powder Coating Systems USA, Inc. (formerly known as DuPont Powder Coatings USA, Inc.) (the “Pledgor”), as pledgor, represented herein by Robert W. Bryant, and Barclays Bank PLC, acting as Collateral Agent for the benefit of the Loan Finance Parties and as Notes Foreign Collateral Agent for the benefit of the Secured Notes Indenture Parties (as defined below) (the “Pledgee”), represented herein by Pedro Tejero Sandoval, with the appearance of Axalta Powder Coating Systems México, S.A. de C.V. (formerly known as DuPont Powder Coatings de México, S.A. de C.V.) (the “Company”), represented herein by Miguel Daniel Paredes Fuentes, pursuant to the following Recitals, Representations and Clauses.
SUBSIDIARY GUARANTY Dated as of February 1, 2013 among THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN, as Guarantors, and BARCLAYS BANK PLC, as Administrative AgentSubsidiary Guaranty • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
SUBSIDIARY GUARANTY dated as of February 1, 2013 (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”) among the Persons listed on the signature pages hereof and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of Barclays Bank PLC, as administrative agent (in such capacity together with any successor administrative agent, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).
Contract1 Agreement • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
AMENDMENT NO. 1 AGREEMENT, dated as of May 24, 2013 (this “Amendment”), to the Credit Agreement dated as of February 1, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FLASH DUTCH 2 B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and established under the laws of the Netherlands, (the “Dutch Borrower”), AXALTA COATING SYSTEMS U.S. HOLDINGS, INC. (as successor in interest to U.S. Coatings Acquisition Inc.), a corporation organized under the laws of Delaware (the “U.S. Borrower” and together with the Dutch Borrower, collectively, the “Borrowers”), AXALTA COATING SYSTEMS U.S., INC. (as successor in interest to Coatings Co. U.S. Inc.), a corporation organized under the laws of Delaware (“U.S. Holdings”), FLASH DUTCH 1 B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and established under the laws of the Netherlands, (“Ho
SECURITY AGREEMENT Dated as of May 10, 2013 among The Grantors referred to herein, as Grantors, and BARCLAYS BANK PLC, as Collateral AgentSecurity Agreement • August 20th, 2014 • Axalta Coating Systems Ltd. • Ontario
SECURITY AGREEMENT dated as of May 10, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), between Axalta Coating Systems Canada Company (formerly known as DuPont Performance Coatings Canada Company), a Nova Scotia unlimited company (“Axalta”), the Additional Grantors (as hereinafter defined) from time to time party hereto (Axalta and such Additional Grantors being, collectively, the “Grantors”), and BARCLAYS BANK PLC, (“Barclays”) as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the Credit Agreement referred to below, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
AXALTA COATINGS SYSTEMS BETEILIGUNGS GMBH (FORMERLY GERMANY COATINGS CO GMBH) as Pledgor BARCLAYS BANK PLC as Bank Collateral Agent and Pledgee and WILMINGTON TRUST, NATIONAL ASSOCIATION as Notes Collateral Agent and Pledgee SHARE PLEDGE AGREEMENT...Share Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of February 3, 2014, by and among AXALTA COATING SYSTEMS DUTCH HOLDING B B.V. (f/k/a Flash Dutch 2 B.V.), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and established under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, registered with the Trade Register of the Netherlands under number 55948308 (the “Dutch Borrower”), and AXALTA COATING SYSTEMS U.S. HOLDINGS, INC. (f/k/a U.S. Coatings Acquisition Inc.), a corporation organized under the laws of Delaware (the “U.S. Borrower” and together with the Dutch Borrower, collectively, the “Borrowers”), AXALTA COATING SYSTEMS U.S., INC. (f/k/a Coatings Co. U.S. Inc.), a corporation organized under the laws of Delaware (“U.S. Holdings”), AXALTA COATING SYSTEMS DUTCH HOLDING A B.V. (f/k/a Flash Dutch 1 B.V.), a private limited liability company (besloten vennootschap met beperkt
BANK ACCOUNTS PLEDGE AGREEMENTBank Accounts Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
This Bank Accounts Pledge Agreement (“Pledge Agreement”) is entered into, on the date herein, by and among the following Parties (as defined below):
LUX FINCO COATINGS S.A R.L. as Pledgor and BARCLAYS BANK PLC as Notes Foreign Collateral Agent PLEDGE OF RECEIVABLES AGREEMENT Dated 26 April 2013Receivables Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
(the Pledgor and the Notes Foreign Collateral Agent being collectively referred to as the “Parties” and, individually, a “Party”).
ContractFirst Supplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 26, 2013 (this “Supplemental Indenture”), is by and among U.S. Coatings Acquisition Inc., a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), and Flash Dutch 2 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), each of the parties identified as a New Guarantor on the signature page hereto (a “New Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
QUOTA PLEDGE AGREEMENTQuota Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
This Quota Pledge Agreement (“Pledge Agreement”) is entered into, on the date herein, by and among the parties identified below (“Parties” or, individually, “Party”):
ContractFirst Supplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 10, 2013 (this “Supplemental Indenture”), is by and among U.S. Coatings Acquisition Inc., a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), and Flash Dutch 2 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), each of the parties identified as a New Guarantor on the signature pages hereto (each, a “New Guarantor” and collectively, the “New Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
FIRST LIEN INTERCREDITOR AGREEMENT dated as of February 1, 2013, among BARCLAYS BANK PLC, as Bank Collateral Agent under the Credit Agreement, and as Notes Foreign Collateral Agent under the Indenture, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes...First Lien Intercreditor Agreement • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
FIRST LIEN INTERCREDITOR AGREEMENT, dated as of February 1, 2013 (as amended or supplemented from time to time, this “Agreement”), among BARCLAYS BANK PLC, as Bank Collateral Agent for the Credit Agreement Secured Parties (in each case, as defined below) and as Notes Foreign Collateral Agent for the Indenture Secured Parties, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent (the “Notes Collateral Agent”) for the Indenture Secured Parties (in each case, as defined below), each Grantor party hereto and each Additional Agent (as defined below) from time to time party hereto for the Additional Secured Parties (as defined below) of the Series with respect to which it is acting in such capacity.
AXALTA COATING SYSTEMS LOGISTIK GERMANY GMBH & CO. KG as Pledgor BARCLAYS BANK PLC as Bank Collateral Agent and Pledgee and WILMINGTON TRUST, NATIONAL ASSOCIATION as Notes Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung)Account Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS — SITZ: FRANKFURT AM MAIN — AG FRANKFURT AM MAIN PR 1000
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated February 1, 2013, is among the Persons listed on the signature pages hereof (collectively, the “Grantors”) and Wilmington Trust, National Association, as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Euro Notes Indenture referred to below).
SHARE PLEDGE AGREEMENT in respect of shares in DUPONT PERFORMANCE COATINGS BELGIUM BVBA COATINGS CO (UK) LIMITED and TEODUR B.V. as Pledgors BARCLAYS BANK PLC as PledgeeShare Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd. • Brussels
