Common use of Commitment Letter Clause in Contracts

Commitment Letter. Ladies and Gentlemen: You have advised Barclays Bank PLC (“Barclays”) (the “Commitment Party,” “we” or “us”), that Platform Specialty Products Corporation (“PSP” or “you”) either directly or through its wholly-owned subsidiary MacDermid, Incorporated (the “Borrower”) or one of its other subsidiaries intends to acquire (the “Acquisition”) the “Chemtura AgroSolutions” business (including certain subsidiaries of Chemtura Corporation) (collectively, the “Acquired Business”) from Chemtura Corporation and certain of its subsidiaries (collectively, the “Seller”), pursuant to a stock and asset purchase agreement (the “Acquisition Agreement”) and to consummate certain transactions described therein (as described in Exhibit A, Exhibit B and as otherwise contemplated by this Commitment Letter and the Fee Letter (each as defined below), the “Transactions”), in each case on the terms and subject to the conditions set forth in this Commitment Letter and Exhibits A, B and C (collectively, the “Commitment Letter”). You have also advised us that the total cost of the Acquisition (and related fees, commissions and expenses (collectively, “Transaction Costs”)) after consummation of the Acquisition will be financed from borrowings by the Borrower of (i) $600 million of incremental first lien term loans (the “First Lien Facility”) incurred under and in accordance with Section 2.14 of the amended and restated credit agreement dated as of June 7, 2013 (as amended, restated and/or otherwise modified on October 31 2013 and from time to time, the “Existing Credit Agreement”) and as entered into among, inter alia, the Borrower, the lenders from time to time party thereto, Barclays Bank PLC, as administrative agent and collateral agent, sole lead arranger and sole bookrunner and Credit Suisse Securities (USA) LLC, as syndication agent, and having the terms set forth in Exhibit A, and (ii) $120 million of second lien term loans (the “Second Lien Facility” and, together with the First Lien Facility, the “Facilities”) having the terms set forth in Exhibit B. April 16, 2014 Platform Specialty Products Corporation

Commitment Letter. Ladies As of the date of this Agreement, Xxxxxx has delivered to the Company a true, correct and Gentlemen: You complete copies of (x) the fully executed Equity Commitment Letter, dated as of the date of this Agreement, pursuant to which the Equity Investors have advised Barclays Bank PLC committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of consummating the Merger (such financing, the “BarclaysEquity Financing”) and (y) the fully executed debt commitment letter, dated as of the date of this Agreement, from the Financing Sources party thereto (together with all annexes, exhibits, schedules and other attachments thereto and as amended or modified from time to time in accordance with its terms and to the extent permitted by Section 6.5, the “Debt Commitment Party,” “we” or “us”), that Platform Specialty Products Corporation (“PSP” or “youLetter”) either directly or through its wholly-owned subsidiary MacDermidand the fully executed fee letters referred to therein associated therewith (which fee letters may be redacted with respect to the fee amounts, Incorporated (the “Borrower”) or one of its pricing terms, pricing caps and other subsidiaries intends to acquire (the “Acquisition”) the “Chemtura AgroSolutions” business economic terms (including certain subsidiaries those set forth in specific “market flex” provisions) in a customary manner that does not conceal any term that could have the effect of Chemtura Corporationany Prohibited Modification) (such Debt Commitment Letter and each such fee letter, collectively, the “Acquired Business”) from Chemtura Corporation and certain of its subsidiaries (collectivelyDebt Financing Commitment” and, together with the Equity Commitment Letter, the “SellerFinancing Commitments”), pursuant to a stock and asset purchase agreement (the “Acquisition Agreement”) and to consummate certain transactions described therein (as described in Exhibit A, Exhibit B and as otherwise contemplated by this Commitment Letter and the Fee Letter (each as defined below)which, the “Transactions”)Financing Sources party thereto have committed, in each case on the terms and subject to the conditions set forth therein, to provide Parent with debt financing in this Commitment Letter the amounts specified therein for the purpose of financing the Merger and Exhibits A, B the other transactions contemplated hereby and C the related fees and expenses (collectivelysuch financing, the “Commitment Letter”). You have also advised us that the total cost of the Acquisition (and related fees, commissions and expenses (collectively, “Transaction Costs”)) after consummation of the Acquisition will be financed from borrowings by the Borrower of (i) $600 million of incremental first lien term loans (the “First Lien Facility”) incurred under and in accordance with Section 2.14 of the amended and restated credit agreement dated as of June 7, 2013 (as amended, restated and/or otherwise modified on October 31 2013 and from time to time, the “Existing Credit Agreement”) and as entered into among, inter alia, the Borrower, the lenders from time to time party thereto, Barclays Bank PLC, as administrative agent and collateral agent, sole lead arranger and sole bookrunner and Credit Suisse Securities (USA) LLC, as syndication agent, and having the terms set forth in Exhibit A, and (ii) $120 million of second lien term loans (the “Second Lien FacilityDebt Financing” and, together with the First Lien FacilityEquity Financing, the “FacilitiesFinancing”). The Equity Commitment Letter provides that (i) having the terms set forth Company is an express third-party beneficiary thereof in Exhibit B. April 16, 2014 Platform Specialty Products Corporationconnection with the Company’s exercise of its rights under Section 9.8(b).

Commitment Letter. Ladies and Gentlemen: You have advised Barclays Xxxxxxx Xxxxx Bank PLC USA (“Barclays”Xxxxxxx Xxxxx” and, together with each Lender (as defined in Annex A) (that becomes a party to this Commitment Letter as an additional “Commitment Party” pursuant to Section 6 hereof, collectively, the “Commitment PartyParties,” “we” or “us”)) are pleased to confirm the arrangements under which (i) Xxxxxxx Xxxxx is exclusively authorized by Illumina, that Platform Specialty Products Corporation Inc. (the “PSPBorrower” or “you”) either directly or through its wholly-owned subsidiary MacDermidto act as sole lead arranger and sole bookrunner, Incorporated (ii) Xxxxxxx Xxxxx is exclusively authorized by you to act as sole administrative agent in connection with, and (iii) each Commitment Party commits to provide the “Borrower”) or one of its other subsidiaries intends to acquire (the “Acquisition”) the “Chemtura AgroSolutions” business (including certain subsidiaries of Chemtura Corporation) (collectivelyfinancing for, the “Acquired Business”) from Chemtura Corporation and certain of its subsidiaries (collectively, the “Seller”), pursuant to a stock and asset purchase agreement (the “Acquisition Agreement”) and to consummate certain transactions described therein (as described in Exhibit A, Exhibit B and as otherwise contemplated by this Commitment Letter and the Fee Letter (each as defined below), the “Transactions”)herein, in each case on the terms and subject to the conditions set forth in this Commitment Letter letter and Exhibits A, the attached Annexes A and B and C hereto (collectively, the this “Commitment Letter”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in Annexes A or B, as the context may require. You have informed us that the Borrower, through its wholly-owned subsidiaries (“Merger Sub 1” and “Merger Sub 2”), intends to acquire all of the issued and outstanding equity interests not already owned by it (the “Acquisition”) of an entity previously identified to us and codenamed “Valor” (the “Target”, and together with its subsidiaries, the “Acquired Business”) pursuant to an Agreement and Plan of Merger dated the date hereof among the Borrower, Merger Sub 1, Merger Sub 2 and Target (including the exhibits, schedules and all related documents thereto, collectively, as modified, amended, supplemented, consented to or waived, the “Acquisition Agreement”) for the consideration set forth in the Acquisition Agreement (the “Acquisition Consideration”). The Acquisition will be effected through a two-step merger of (i) Merger Sub 1 with and into the Target, with the Target being the surviving corporation and (ii) immediately following the first merger and as part of the same overall transaction as the first merger, Target (as the surviving corporation of the first merger) will merge with and into Merger Sub 2, with Merger Sub 2 being the surviving corporation and a wholly owned direct or indirect subsidiary of the Borrower. You have also advised informed us that the total cost Acquisition and related transaction fees and expenses are expected to be financed, in part, from a combination of the Acquisition following: (and related feesi) existing liquidity sources, commissions and expenses (collectively, “Transaction Costs”)) after consummation including available cash of the Borrower, (ii) the issuance by the Borrower of its equity interests to the holders of equity interests in the Target, (iii) the issuance by the Borrower of senior unsecured notes (the “Notes”) pursuant to one or more registered public offerings or Rule 144A or other private placements in an aggregate principal amount of up to $1,000.0 million and/or (iv) to the extent applicable, the issuance by the Borrower its affiliates of other debt securities or equity securities (together with the Notes, the “Permanent Financing”) or, to the extent the Borrower does not issue the Permanent Financing on or before the time the Acquisition will be financed from is consummated, borrowings by the Borrower of (i) $600 million of incremental first lien term loans (the “First Lien FacilityBridge Loans”) incurred under and a senior unsecured 364-day bridge loan facility in accordance with Section 2.14 of the amended and restated credit agreement dated as of June 7, 2013 (as amended, restated and/or otherwise modified on October 31 2013 and from time an aggregate principal amount up to time, the “Existing Credit Agreement”) and as entered into among, inter alia, the Borrower, the lenders from time to time party thereto, Barclays Bank PLC, as administrative agent and collateral agent, sole lead arranger and sole bookrunner and Credit Suisse Securities (USA) LLC, as syndication agent, and having the terms set forth in Exhibit A, and (ii) $120 1,000.0 million of second lien term loans (the “Second Lien Bridge Facility” and, together with the First Lien Facility, the “Facilities”) having the terms set forth on Annex A (the transactions referred to in Exhibit B. April 16, 2014 Platform Specialty Products Corporationthis sentence are collectively referred to herein as the “Transactions”).

Commitment Letter. Ladies As of the date of this Agreement, Parent has delivered to the Company a true, correct and Gentlemen: You have advised Barclays Bank PLC complete copies of (“Barclays”x) (the “fully and duly executed Equity Commitment Party,” “we” or “us”)Letter, that Platform Specialty Products Corporation (“PSP” or “you”) either as set forth on Exhibit E, dated as of the date of this Agreement, pursuant to which the Guarantor has committed, subject to the terms and conditions thereof, to invest in Parent, directly or through its wholly-owned subsidiary MacDermidindirectly, Incorporated the cash amounts set forth therein for the purpose of funding a portion of the Required Amount (the “Borrower”) or one of its other subsidiaries intends to acquire (the “Acquisition”) the “Chemtura AgroSolutions” business (including certain subsidiaries of Chemtura Corporation) (collectivelysuch financing, the “Acquired BusinessEquity Financing”) and (y) (i) the Debt Commitment Letters from Chemtura Corporation and certain of its subsidiaries (collectively, the “Seller”)Financing Sources party thereto, pursuant to a stock and asset purchase agreement (which the “Acquisition Agreement”) and to consummate certain transactions described therein (as described in Exhibit AFinancing Sources party thereto have committed, Exhibit B and as otherwise contemplated by this Commitment Letter and the Fee Letter (each as defined below), the “Transactions”), in each case on the terms and subject to the conditions set forth therein, to provide Parent with debt financing in this Commitment Letter the amounts specified therein for the purpose of financing the Offer and Exhibits A, B the Merger and C the other transactions contemplated hereby and the related fees and expenses (collectivelysuch financing, the “Commitment Letter”). You have also advised us that the total cost of the Acquisition (and related fees, commissions and expenses (collectively, “Transaction Costs”)) after consummation of the Acquisition will be financed from borrowings by the Borrower of (i) $600 million of incremental first lien term loans (the “First Lien Facility”) incurred under and in accordance with Section 2.14 of the amended and restated credit agreement dated as of June 7, 2013 (as amended, restated and/or otherwise modified on October 31 2013 and from time to time, the “Existing Credit Agreement”) and as entered into among, inter alia, the Borrower, the lenders from time to time party thereto, Barclays Bank PLC, as administrative agent and collateral agent, sole lead arranger and sole bookrunner and Credit Suisse Securities (USA) LLC, as syndication agent, and having the terms set forth in Exhibit A, and (ii) $120 million of second lien term loans (the “Second Lien FacilityDebt Financing” and, together with the First Lien FacilityEquity Financing, the “FacilitiesFinancing”) having and (ii) each fully and duly executed fee letter associated therewith, dated as of the date of this Agreement (together with all annexes, exhibits, schedules and other attachments thereto and each as amended, restated, amended and restated, supplemented, replaced, substituted, waived or otherwise modified in accordance with its terms set forth and to the extent permitted by, and in Exhibit B. April 16accordance with, 2014 Platform Specialty Products CorporationSection 8.3, collectively, the “Debt Fee Letter”; the Debt Commitment Letter and Debt Fee Letter are collectively referred to herein as the “Debt Financing Commitment” and, together with the Equity Commitment Letter, the “Financing Commitments”), which Debt Fee Letter may be redacted with respect to the fee amounts, market flex terms and other economic terms in a customary manner that does not conceal any term that could have the effect of any Prohibited Modification. The Equity Commitment Letter provides that the Company is an express third-party beneficiary thereof, in connection with the Company’s exercise of its rights under Section 11.8(b).

Commitment Letter. Ladies As of the date of this Agreement, Parent has delivered to the Company a true, correct and Gentlemen: You have advised Barclays Bank PLC complete copies of (“Barclays”x) (the “fully and duly executed Equity Commitment Party,” “we” or “us”)Letter, that Platform Specialty Products Corporation (“PSP” or “you”) either as set forth on Exhibit D, dated as of the date of this Agreement, pursuant to which the Guarantor has committed, subject to the terms and conditions thereof, to invest in Parent, directly or through its wholly-owned subsidiary MacDermidindirectly, Incorporated the cash amounts set forth therein for the purpose of funding a portion of the Required Amount (the “Borrower”) or one of its other subsidiaries intends to acquire (the “Acquisition”) the “Chemtura AgroSolutions” business (including certain subsidiaries of Chemtura Corporation) (collectivelysuch financing, the “Acquired BusinessEquity Financing”) and (y) (i) the Debt Commitment Letters from Chemtura Corporation and certain of its subsidiaries (collectively, the “Seller”)Financing Sources party thereto, pursuant to a stock and asset purchase agreement (which the “Acquisition Agreement”) and to consummate certain transactions described therein (as described in Exhibit AFinancing Sources party thereto have committed, Exhibit B and as otherwise contemplated by this Commitment Letter and the Fee Letter (each as defined below), the “Transactions”), in each case on the terms and subject to the conditions set forth therein, to provide Parent with debt financing in this Commitment Letter the amounts specified therein for the purpose of financing the Offer and Exhibits A, B the Merger and C the other transactions contemplated hereby and the related fees and expenses (collectivelysuch financing, the “Commitment Letter”). You have also advised us that the total cost of the Acquisition (and related fees, commissions and expenses (collectively, “Transaction Costs”)) after consummation of the Acquisition will be financed from borrowings by the Borrower of (i) $600 million of incremental first lien term loans (the “First Lien Facility”) incurred under and in accordance with Section 2.14 of the amended and restated credit agreement dated as of June 7, 2013 (as amended, restated and/or otherwise modified on October 31 2013 and from time to time, the “Existing Credit Agreement”) and as entered into among, inter alia, the Borrower, the lenders from time to time party thereto, Barclays Bank PLC, as administrative agent and collateral agent, sole lead arranger and sole bookrunner and Credit Suisse Securities (USA) LLC, as syndication agent, and having the terms set forth in Exhibit A, and (ii) $120 million of second lien term loans (the “Second Lien FacilityDebt Financing” and, together with the First Lien FacilityEquity Financing, the “FacilitiesFinancing”) having and (ii) each fully and duly executed fee letter associated therewith, dated as of the date of this Agreement (together with all annexes, exhibits, schedules and other attachments thereto and each as amended, restated, amended and restated, supplemented, replaced, substituted, waived or otherwise modified in accordance with its terms set forth and to the extent permitted by, and in Exhibit B. April 16accordance with, 2014 Platform Specialty Products CorporationSection 8.3, collectively, the “Debt Fee Letter”; the Debt Commitment Letter and Debt Fee Letter are collectively referred to herein as the “Debt Financing Commitment” and, together with the Equity Commitment Letter, the “Financing Commitments”), which Debt Fee Letter may be redacted with respect to the fee amounts, market flex terms and other economic terms in a customary manner that does not conceal any term that could have the effect of any Prohibited Modification. The Equity Commitment Letter provides that the Company is an express third-party beneficiary thereof, in connection with the Company’s exercise of its rights under Section 11.8(b).

Commitment Letter. Ladies and Gentlemen: You (the “Borrower”) have advised Barclays Bank PLC (“Barclays”) (,” the “Commitment Party,” “weus” or “us”), that Platform Specialty Products Corporation (“PSP” or “youwe”) either directly or through its wholly-owned subsidiary MacDermidthat (a) you intend to enter into a Master Acquisition Agreement dated as of September 12, Incorporated 2016 including the schedules and exhibits thereto (as amended in accordance with the terms of this Commitment Letter and in effect from time to time, the “BorrowerAcquisition Agreement”) or one of its other subsidiaries intends to acquire effect an acquisition (the “Acquisition”) the “Chemtura AgroSolutions” of a line of business (including certain subsidiaries of Chemtura Corporation) (collectively, the “Acquired Business”) from Chemtura Corporation and certain a group of its subsidiaries companies identified to us as “Echo” (collectively, the “Seller”) and (b) in connection with the consummation of the Acquisition (the date thereof being, the “Closing Date”), pursuant you intend to incur a stock and asset purchase agreement first lien term loan facility in an aggregate principal amount of up to $1,000.0 million (the “Acquisition Term Facility”). You have further advised us that the proceeds of the Term Facility, together with cash on hand of the Borrower, proceeds from the incurrence of indebtedness under the Borrower’s existing second amended and restated credit agreement effective as of January 15, 2015 (as amended, amended and restated and otherwise modified from time to time, the “Existing Revolving Credit Agreement”) and/or proceeds from the issuance by the Borrower of equity securities and/or equity-linked securities shall be used to (a) finance the Acquisition and to consummate certain transactions described therein (as described in Exhibit Ab) pay the fees, Exhibit B costs and as otherwise contemplated by this Commitment Letter expenses associated therewith (clause (a) and the Fee Letter (each as defined belowb), together with the other transactions contemplated hereby to be entered into and consummated in connection with the Acquisition are herein referred to as the “Transactions”), in each case . Capitalized Terms used but not defined herein are used with the meanings assigned to them on the terms and subject to the conditions set forth in Exhibits attached hereto (such Exhibits, together with this Commitment Letter and Exhibits Aletter, B and C (collectively, the “Commitment Letter”). You have also advised us that Accordingly, based upon the total cost of the Acquisition (foregoing and related fees, commissions and expenses (collectively, “Transaction Costs”)) after consummation of the Acquisition will be financed from borrowings by the Borrower of (i) $600 million of incremental first lien term loans (the “First Lien Facility”) incurred under and in accordance with Section 2.14 of the amended and restated credit agreement dated as of June 7, 2013 (as amended, restated and/or otherwise modified on October 31 2013 and from time subject to time, the “Existing Credit Agreement”) and as entered into among, inter alia, the Borrower, the lenders from time to time party thereto, Barclays Bank PLC, as administrative agent and collateral agent, sole lead arranger and sole bookrunner and Credit Suisse Securities (USA) LLC, as syndication agent, and having the terms set forth in Exhibit A, below and (ii) $120 million of second lien term loans (solely to the “Second Lien Facility” and, together with the First Lien Facility, the “Facilities”) having the terms conditions set forth in Exhibit B. April 16, 2014 Platform Specialty Products Corporationparagraph 5 below and in the Term Sheet (as defined below) under “Conditions Precedent to Borrowing,” the Commitment Party is pleased to provide its commitments as follows: