FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG W. R. GRACE & CO., W. R. GRACE & CO.-CONN. AND GCP APPLIED TECHNOLOGIES INC. DATED AS OF JANUARY 27, 2016Separation and Distribution Agreement • January 28th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of January 27, 2016 (this “Agreement”), is by and among W. R. Grace & Co., a Delaware corporation (“Grace”), W. R. Grace & Co.-Conn., a Connecticut corporation (“Grace Conn”) and GCP Applied Technologies Inc., a Delaware corporation (“GCP”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN W. R. GRACE & CO.—CONN. AND GCP APPLIED TECHNOLOGIES INC. DATED AS OF JANUARY 27, 2016Transition Services Agreement • January 28th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of January 27, 2016 (this “Agreement”), is by and between W. R. Grace & Co.—Conn., a Connecticut corporation (“Grace Conn”), and GCP Applied Technologies Inc., a Delaware corporation (“GCP”).
TAX SHARING AGREEMENTTax Sharing Agreement • January 28th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products
This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of January 27, 2016, by and among W. R. Grace & Co., a Delaware corporation (“Grace”), W. R. Grace & Co.–Conn., a Connecticut corporation and a wholly owned subsidiary of Grace (“Grace Conn”) and GCP Applied Technologies Inc., a Delaware corporation and a wholly owned subsidiary of Grace Conn (“GCP”) (Grace, Grace Conn and GCP sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).
GRACE TRANSITIONAL LICENSE AGREEMENTGrace Transitional License Agreement • January 28th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products • New York
WHEREAS, Grace is engaged in the manufacture and sale of a wide variety of chemical and industrial products in a number of different fields;
CROSS LICENSE AGREEMENTLicense Agreement • January 28th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products • New York
GCP Applied Technologies Inc., a corporation organized and existing under the laws of Delaware, USA having an office at 62 Whittemore Ave., Cambridge, MA 02140-1623 (hereinafter referred to as “GCP”);
GCP APPLIED TECHNOLOGIES INC., the GUARANTORS party hereto from time to time AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 9.500% Senior Notes due 2023GCP Applied Technologies Inc. • January 28th, 2016 • Chemicals & allied products • New York
INDENTURE dated as of January 27, 2016, among GCP APPLIED TECHNOLOGIES INC. (the “Company”), the Guarantors party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
