Exhibit 99.5 THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated May 31, 1999, between Witco Corporation, a Delaware...Stock Option Agreement • June 8th, 1999 • Crompton & Knowles Corp • Industrial organic chemicals • New York
EXECUTION COPY US$600,000,000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 31, 1998Credit Agreement • August 11th, 1998 • Crompton & Knowles Corp • Industrial organic chemicals • New York
Among CROMPTON & KNOWLES CORPORATION, CROMPTON & KNOWLES COLORS INCORPORATED, DAVIS-STANDARD CORPORATION, INGREDIENT TECHNOLOGY CORPORATION, UNIROYAL CHEMICAL COMPANY, INC., THE B-2 BORROWERS NAMED HEREIN, THE B-3 BORROWERS NAMED HEREIN AND UNIROYAL...Credit Agreement • August 12th, 1997 • Crompton & Knowles Corp • Industrial organic chemicals • New York
W I T N E S S E T H :Credit Agreement • March 29th, 1996 • Crompton & Knowles Corp • Industrial organic chemicals • New York
EXHIBIT 10.27 Form of Amended and Restated 1996-1998 Long Term Performance Award Agreement This Agreement, dated as of March 31, 1997, is made by and between Crompton & Knowles Corporation (the "Corporation") and ________ (the "Executive"). WHEREAS,...Award Agreement • March 27th, 1998 • Crompton & Knowles Corp • Industrial organic chemicals
BY AND AMONGAgreement and Plan of Reorganization • June 8th, 1999 • Crompton & Knowles Corp • Industrial organic chemicals • New York
CREDIT AGREEMENTCredit Agreement • November 12th, 1996 • Crompton & Knowles Corp • Industrial organic chemicals • New York
TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS. 1 ARTICLE 2. SALE OF THE OFFERED MEMBERSHIP INTEREST; 11 CONTRIBUTION OF ASSETS. 11 2.1 Sale of the Offered Membership Interest. 11 2.2 Contributed Assets and Assumed Obligations. 12 2.3 Closing Date. 14...Purchase Agreement • January 21st, 1999 • Crompton & Knowles Corp • Industrial organic chemicals • New York
EXHIBIT 2.1 EXECUTION COPY LIMITED LIABILITY COMPANY AGREEMENT OF GUSTAFSON LLC By and Between Gustafson, Inc. and Trace Chemicals, Inc. Effective as of September 23, 1998 TABLE OF CONTENTSLimited Liability Company Agreement • January 21st, 1999 • Crompton & Knowles Corp • Industrial organic chemicals • Delaware
AMENDED SUPPLEMENTAL RETIREMENT AGREEMENT AMENDMENT dated as of October 18, 1995 to the Amended Supplemental Retirement Agreement dated as of October 20, 1993 (the "Amended Agreement") by and (the "Employee") and Crompton & Knowles Corporation, a...Supplemental Retirement Agreement • March 29th, 1996 • Crompton & Knowles Corp • Industrial organic chemicals • Connecticut
WITNESSETH:Supplemental Retirement Agreement • May 11th, 1999 • Crompton & Knowles Corp • Industrial organic chemicals • Connecticut
EXHIBIT 10.291 Receivables Sale Agreement Dated as of December 11, 1998Receivables Sale Agreement • March 26th, 1999 • Crompton & Knowles Corp • Industrial organic chemicals • New York
EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT between Crompton & Knowles Corporation, a Massachusetts corporation (the "Corporation"), and Vincent A. Calarco (the "Executive"), dated this 31st day of May, 1999. WHEREAS, the...Employment Agreement • August 10th, 1999 • Crompton & Knowles Corp • Industrial organic chemicals • Massachusetts
EXHIBIT 2.7 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of December 8, 1998, by and among Chr. Hansen, Inc., a Wisconsin corporation ("Buyer"), Ingredient Technology Corporation, a Delaware corporation (the "Company"), and Crompton &...Stock Purchase Agreement • March 26th, 1999 • Crompton & Knowles Corp • Industrial organic chemicals • Delaware
Article I DEFINITIONS 1 Article II FORMATION AND PURPOSE 12 2.1 Formation. 12 2.2 Name of the Partnership. 12 2.3 Purpose. 12 2.4 Term. 12 2.5 Principal Office. 12 2.6 Partners. 12 Article III CAPITAL 13 3.1 Initial Capital Contributions. 13 3.2 No...Partnership Agreement • January 21st, 1999 • Crompton & Knowles Corp • Industrial organic chemicals • Ontario
EXHIBIT 2.4 PURCHASE AND CONTRIBUTION AGREEMENT By and Between Uniroyal Chemical Co./Cie and Bayer Inc. Dated as of November 20, 1998 TABLE OF CONTENTSPurchase Agreement • January 21st, 1999 • Crompton & Knowles Corp • Industrial organic chemicals • Ontario
EXHIBIT 10.2 FORM OF SUPPLEMENTAL RETIREMENT AGREEMENT THIS AGREEMENT dated as of March 22, 1999 ("Agreement"), by and between ____________ of _________, __ ("Employee") and Crompton & Knowles Corporation, a Massachusetts corporation ("Corporation")....Form of Supplemental Retirement Agreement • May 11th, 1999 • Crompton & Knowles Corp • Industrial organic chemicals • Connecticut
WITNESSETH:Joint Venture and Shareholders Agreement • March 26th, 1999 • Crompton & Knowles Corp • Industrial organic chemicals
EXHIBIT 10.292 RECEIVABLES PURCHASE AGREEMENT dated as of December 11, 1998Receivables Purchase Agreement • March 26th, 1999 • Crompton & Knowles Corp • Industrial organic chemicals • New York
Exhibit 4.1 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of January 20, 1998, to the Rights Agreement, dated as of July 20, 1988, as amended March 28, 1991, and October 1, 1992, (the "Rights Agreement"), between Crompton & Knowles Corporation, a...Rights Agreement • August 11th, 1998 • Crompton & Knowles Corp • Industrial organic chemicals • Massachusetts
Exhibit 10.27 1996-1998 Long Term Performance Award Agreement This Agreement, dated as of , 1996, is made by and between (the "Corporation") and (the "Executive"). WHEREAS, the Corporation has adopted the 1988 Long Term Incentive Plan (the "Plan") for...1998 Long Term Performance Award Agreement • March 28th, 1997 • Crompton & Knowles Corp • Industrial organic chemicals
and MELLON BANK, N.A. Rights Agent Rights AgreementRights Agreement • August 28th, 1998 • Crompton & Knowles Corp • Industrial organic chemicals • Massachusetts
SUPPLEMENTAL RETIREMENT AGREEMENT AGREEMENT dated as of October 18, 1995 (the "Agreement") by and between (the "Employee") and Crompton & Knowles Corporation, a Massachusetts corporation (the "Corporation.") WITNESSETH: WHEREAS, the Corporation wishes...Supplemental Retirement Agreement • March 29th, 1996 • Crompton & Knowles Corp • Industrial organic chemicals • Connecticut
EXHIBIT 2.2 EXECUTION COPY FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF GUSTAFSON LLC FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT ("Amendment") dated as of November 20, 1998 (the "Effective Date") among GT SEED TREATMENT INC.,...Limited Liability Company Agreement • January 21st, 1999 • Crompton & Knowles Corp • Industrial organic chemicals
