ANDRights Agreement • March 13th, 1998 • Grace Specialty Chemicals Inc • New York
DEFINED TERMSSettlement Agreement • September 22nd, 2004 • W R Grace & Co • Chemicals & allied products • New Jersey
FIRST AMENDMENT364-Day Credit Agreement • August 15th, 2000 • W R Grace & Co • Chemicals & allied products • New York
ANDRights Agreement • April 8th, 1998 • W R Grace & Co • Chemicals & allied products • New York
October 26, 1998 Mr. Paul J. Norris 3 Meadowbrook Road Chester, New Jersey 07930 Dear Paul: This letter agreement specifies the terms of your employment with W. R. Grace & Co. (the "Company") as President & Chief Executive Officer (collectively, the...Employment Agreement • November 12th, 1998 • W R Grace & Co • Chemicals & allied products
FIRST AMENDMENTCredit Agreement • May 15th, 1998 • W R Grace & Co • Chemicals & allied products • New York
GCP APPLIED TECHNOLOGIES INC., the GUARANTORS party hereto from time to time AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 9.500% Senior Notes due 2023Indenture • January 28th, 2016 • W R Grace & Co • 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”).
DATED AS OF MAY 14, 1998 AMONGCredit Agreement • August 14th, 1998 • W R Grace & Co • Chemicals & allied products • New York
410) 531-4404 Fax: (410) 531-4414 May 6, 1999 Mr. Robert M. Tarola 8550 Leisure Hill Drive Baltimore, MD 21208 Dear Bob, This letter agreement specifies the terms of your employment with W. R. Grace & Co. (the "Company") as Senior Vice President &...Employment Agreement • August 13th, 1999 • W R Grace & Co • Chemicals & allied products
1 FORM OFTax Sharing Agreement • March 13th, 1998 • Grace Specialty Chemicals Inc • Delaware
AMENDMENT NO. 1 AND LIMITED WAIVER TO POST-PETITION LOAN AND SECURITY AGREEMENTPost-Petition Loan and Security Agreement • May 13th, 2003 • W R Grace & Co • Chemicals & allied products • New York
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 26th, 2021 • W R Grace & Co • Chemicals & allied products • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 26, 2021, is by and among W. R. Grace & Co., a Delaware corporation (the “Company”), Gibraltar Acquisition Holdings LLC, a Delaware limited liability company (“Parent”) and a wholly owned Subsidiary of Standard Industries Holdings Inc., and Gibraltar Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties”).
W. R. GRACE & CO. AND MELLON INVESTOR SERVICES LLC, AS RIGHTS AGENT AMENDED AND RESTATED RIGHTS AGREEMENT DATED AS OF MARCH 25, 2008Rights Agreement • March 25th, 2008 • W R Grace & Co • Chemicals & allied products • New York
AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 25, 2008, between W. R. Grace & Co., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”), pursuant to which, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
RECITALSTax Sharing Agreement • March 13th, 2003 • W R Grace & Co • Chemicals & allied products • Delaware
POST-PETITION LOAN AND SECURITY AGREEMENT EXHIBIT 4 DATED AS OF APRIL 1, 2001 AMONGLoan and Security Agreement • August 14th, 2001 • W R Grace & Co • Chemicals & allied products • New York
VOTING AGREEMENTVoting Agreement • April 26th, 2021 • W R Grace & Co • Chemicals & allied products • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of April 26, 2021 (the “Agreement Date”), by and between W. R. Grace & Co., a Delaware corporation (the “Company”), and the stockholder of the Company listed on Schedule A and the signature pages hereto (the “Stockholder”). Each of the Company and the Stockholder is sometimes referred to as a “Party.”
W. R. Grace & Co. 7500 Grace Drive Columbia, MD 21044 April 22, 2005 Mr. Richard C. Brown 18424 Balmore Pines Lane Cornelius, NC 28031 Dear Rick: This letter agreement specifies the terms of your employment with W. R. Grace & Co. (the "Company"),...Employment Agreement • April 29th, 2005 • W R Grace & Co • Chemicals & allied products
CREDIT AGREEMENTCredit Agreement • April 3rd, 2018 • W R Grace & Co • Chemicals & allied products • New York
This CREDIT AGREEMENT is entered into as of April 3, 2018, among W. R. Grace & Co., a Delaware corporation (“Holdings”), W. R. Grace & Co.-Conn., a Connecticut corporation (the “US Borrower” or the “Borrower Representative”), Grace GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Mainz under HRB 47549 (the “German Revolving Borrower” and together with the US Borrower, the “Revolving Borrowers”), Grace Europe Holding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Mainz under HRB 41172 (“Grace Europe Holdings"”), Grace Germany GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the F
April 14, 1998 Mr. Albert J. Costello W. R. Grace & Co. One Town Center Road Boca Raton, FL 33486-1010 Dear Al: This letter amends your employment agreement, dated May 1, 1995 ("Employment Agreement"), with W. R. Grace & Co., a New York corporation,...Employment Agreement • May 15th, 1998 • W R Grace & Co • Chemicals & allied products
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 • W R Grace & Co • 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.
RECITALSEmployee Benefits Allocation Agreement • March 13th, 2003 • W R Grace & Co • Chemicals & allied products • Delaware
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 • W R Grace & Co • 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”).
W. R. GRACE & CO.-CONN., as issuer, W. R. GRACE & CO., as Parent Guarantor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTUREIndenture • September 19th, 2014 • W R Grace & Co • Chemicals & allied products • New York
o (iii) Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. If the Exchange is from beneficial interest in a Regulation S Global Note to an Unrestricted Definitive Note, the Owner further certifies t
TAX SHARING AGREEMENTTax Sharing Agreement • January 28th, 2016 • W R Grace & Co • 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 AGREEMENTTransitional License Agreement • January 28th, 2016 • W R Grace & Co • 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 AGREEMENTCross License Agreement • January 28th, 2016 • W R Grace & Co • 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”);
W. R. GRACE & CO.-CONN. as issuer, W. R. GRACE & CO., as Parent Guarantor, EACH OF THE GUARANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 16, 2014 5.125% Notes due 2021...First Supplemental Indenture • September 19th, 2014 • W R Grace & Co • Chemicals & allied products • New York
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Supplemental Indenture and the Securities Act.
EXHIBIT 99.3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on...Joint Filing Agreement • April 22nd, 2004 • W R Grace & Co • Chemicals & allied products
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREGuarantee Agreement • February 7th, 2014 • W R Grace & Co • Chemicals & allied products • New York
This Guarantee (PD) is the “Parent Guarantee” described and defined in the Deferred Payment Agreement (PD) (as defined below) and is effective as of the Effective Date.
May 7, 1999 (410) 531-4404 Fax: (410) 531-4414 Mr. William M. Corcoran 13 North Oak Court Madison, NJ 07940 Dear Bill, This letter agreement specifies the terms of your employment with W. R. Grace & Co. (the "Company") as Vice President, Public...Employment Agreement • April 16th, 2001 • W R Grace & Co • Chemicals & allied products
OBLIGATION TERMINATION AGREEMENTObligation Termination Agreement • September 9th, 2014 • W R Grace & Co • Chemicals & allied products • New York
THIS OBLIGATION TERMINATION AGREEMENT (“Agreement”) is made as of August 1, 2014 among W. R. GRACE & CO.–CONN., a Connecticut corporation (“Grace”), W. R. GRACE & CO., a Delaware corporation (“Grace Parent”), and WRG ASBESTOS PI TRUST, a Delaware statutory trust (the “Trust”).
ContractLetter Agreement • February 20th, 2019 • W R Grace & Co • Chemicals & allied products • Delaware
SHARE ISSUANCE AGREEMENTShare Issuance Agreement • February 7th, 2014 • W R Grace & Co • Chemicals & allied products • New York
THIS SHARE ISSUANCE AGREEMENT (this “Share Issuance Agreement”) is made and entered into as of February 3, 2014 by and between (i) W. R. Grace & Co., a Delaware corporation (together with any successor thereto pursuant to the terms and conditions of Section 12, “Parent” or the “Obligor”), (ii) WRG Asbestos PD Trust acting on behalf of the Holders of the US ZAI PD Claims and the Holders of Asbestos PD Claims (in such capacity the ‘‘Trust (PD/ZAI)”), a Delaware statutory trust established pursuant to §524(g) of the Bankruptcy Code in accordance with the Plan of Reorganization (as hereinafter defined), (iii) WRG Asbestos PI Trust (the ‘‘Trust (PI)” and collectively with the Trust (PD/ZAI), the “Trusts” and each a “Trust”), a Delaware statutory trust established pursuant to §524(g) of the Bankruptcy Code in accordance with the Plan of Reorganization, and (iv) the Trust (PI), as the initial representative for the Trusts pursuant to the terms of the Intercreditor Agreement (in such capacity,
SALE, PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG ALBEMARLE CORPORATION, And FINE CHEMICAL MANUFACTURING SERVICES LLC Dated as of February 25, 2021Sale, Purchase and Contribution Agreement • February 26th, 2021 • W R Grace & Co • Chemicals & allied products • New York
DEFERRED PAYMENT AGREEMENT (CLASS 7B ZAI)Deferred Payment Agreement • February 7th, 2014 • W R Grace & Co • Chemicals & allied products • New York
THIS DEFERRED PAYMENT AGREEMENT (CLASS 7B ZAI) (this “Deferred Payment Agreement (ZAI)”) is made and entered into as of February 3, 2014 by and between W. R. Grace & Co.-Conn., a Connecticut corporation (together with any successor thereto pursuant to the terms and conditions of Section 16, “Grace”), and the WRG Asbestos PD Trust, on behalf of the Holders of US ZAI PD Claims (in such capacity, the “Trust (ZAI)”), a Delaware statutory trust established pursuant to §524(g) of the Bankruptcy Code in accordance with the Plan of Reorganization (as hereinafter defined). Unless otherwise defined herein or the context otherwise requires, all capitalized terms used herein and defined in the Plan of Reorganization shall be used herein as therein defined.
