Rockwood Specialties Group, Inc. €375,000,000 7.625% Senior Subordinated Notes due 2014 $200,000,000 7.500% Senior Subordinated Notes due 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
Rockwood Specialties Group, Inc. a Delaware corporation (the “Issuer”), proposes to issue and sell to (i) Credit Suisse First Boston (Europe) Limited, Goldman, Sachs & Co., UBS Limited, BNP Paribas Securities Corp., ING Financial Markets LLC, NatCity Investments, Inc., Rabo Securities USA, Inc. and WestLB AG, London Branch (collectively, the “Euro Initial Purchaser”), upon the terms set forth in a purchase agreement, dated November 5, 2004 (the “Purchase Agreement”), €375,000,000 aggregate principal amount of its 7.625% Senior Subordinated Notes due 2014 (the “Initial Euro Securities”) and (ii) Credit Suisse First Boston LLC, Goldman, Sachs & Co., UBS Securities LLC, BNP Paribas Securities Corp., ING Financial Markets LLC, NatCity Investments, Inc., Rabo Securities USA, Inc. and WestLB AG, London Branch (collectively, the “Dollar Initial Purchasers” and, together with the Euro Initial Purchasers, the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, $200,000,00
STOCK OPTION AGREEMENT (Time and Performance)Stock Option Agreement • April 29th, 2005 • Rockwood Specialties Group Inc • Chemicals & allied products • Delaware
This Stock Option Agreement (the "Agreement"), dated as of September 24, 2004 (the "Grant Date"), is made by and between Rockwood Holdings, Inc., a Delaware corporation (hereinafter referred to as the "Company"), and Seifollah Ghasemi, an employee of the Company or a Subsidiary (as defined in the Plan) or an Affiliate (as defined below) of the Company, hereinafter referred to as "Optionee".
FACILITY AGREEMENT Dated 17 June 2008 for DEUKALION EINHUNDERTVIERUNDZWANZIGSTE VERMÖGENSVERWALTUNGS - GmbH arranged by MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) AND NORDEA BANK FINLAND PLC with MERCHANT BANKING, SKANDINAVISKA ENSKILDA...Facility Agreement • November 5th, 2010 • Rockwood Specialties Group Inc • Chemicals & allied products
AMENDED AND RESTATED MANAGEMENT STOCKHOLDER'S AGREEMENTManagement Stockholder's Agreement • October 19th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • Delaware
This Amended and Restated Management Stockholder's Agreement (this "Agreement") is entered into as of October 15, 2004 between Rockwood Holdings, Inc., a Delaware corporation (the "Company"), and the undersigned person (the "Management Stockholder") (the Company and the Management Stockholder being hereinafter collectively referred to as the "Parties"). All capitalized terms not immediately defined are hereinafter defined in Section 26 hereof.
STOCK OPTION AGREEMENTStock Option Agreement • December 20th, 2007 • Rockwood Specialties Group Inc • Chemicals & allied products • Delaware
THIS AGREEMENT, dated as of December 14, 2007 is made by and between Rockwood Holdings, Inc., a Delaware corporation (hereinafter referred to as the “Company”), and [NAME] an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company, hereinafter referred to as “Optionee.”
CREDIT AGREEMENT Dated as of July 30, 2004 among ROCKWOOD SPECIALTIES GROUP, INC., as US Borrower ROCKWOOD SPECIALTIES LIMITED, as UK Borrower ROCKWOOD SPECIALTIES INTERNATIONAL, INC., as a Guarantor The Several Lenders from Time to Time Parties...Credit Agreement • August 4th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
CREDIT AGREEMENT dated as of July 30, 2004, among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), ROCKWOOD SPECIALTIES LIMITED, a company incorporated under the laws of England and Wales (the "UK Borrower"), ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), the lending institutions from time to time parties hereto (each a "Lender" and, collectively, the "Lenders"), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent and as Collateral Agent (such terms and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1), and UBS SECURITIES LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Syndication Agents.
SECURITY AGREEMENTSecurity Agreement • August 4th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
THIS SECURITY AGREEMENT dated as of July 30, 2004, among ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), each of the Subsidiaries of the US Borrower listed on Annex A hereto (each such undersigned Subsidiary being a "Subsidiary Grantor" and collectively the "Subsidiary Grantors"; the Subsidiary Grantors, Holdings and the US Borrower are referred to collectively as the "Grantors") and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as administrative agent (in such capacity, the "Administrative Agent") for the lenders ("Lenders") from time to time party to the Credit Agreement dated as of July 30, 2004 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the US Borrower, Rockwood Specialties Limited, a company incorporated under the laws of England and Wales (the "UK Borrower" and, together with the
AMENDED AND RESTATED SALE PARTICIPATION AGREEMENTSale Participation Agreement • October 19th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • Delaware
You have entered into an Amended and Restated Management Stockholder's Agreement, dated as of October 15, 2004 between Rockwood Holdings, Inc., a Delaware corporation (the "Company"), and you (the "Stockholder's Agreement") to amend and restate the Management Stockholder's Agreement, dated as of September 15, 2001 between the Company and you relating to the purchase by you from the Company of 920 shares (the "Existing Purchased Stock") of common stock, par value $0.01 per share, of the Company (the "Common Stock") and a receipt by you from the Company of an option to acquire 3,680 shares of Common Stock from the Company (the "Existing Option") and to set forth the terms and conditions of your rights as Management Stockholder with respect to the 350 additional shares of Common Stock purchased by you under the Stockholder's Agreement, two new options to purchase shares of Common Stock (the "New Options" and, together with the Existing Option, the "Options") granted to you by the Company,
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 15, 2009 among ROCKWOOD SPECIALTIES GROUP, INC., as US Borrower ROCKWOOD SPECIALTIES LIMITED, as UK Borrower ROCKWOOD SPECIALTIES INTERNATIONAL, INC., as a Guarantor The Several Lenders from Time...Credit Agreement • November 5th, 2010 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 15, 2009, among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the “US Borrower”), ROCKWOOD SPECIALTIES LIMITED, a company incorporated under the laws of England and Wales (the “UK Borrower”), ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation (“Holdings”), the lending institutions from time to time parties hereto, CREDIT SUISSE, as Administrative Agent and as Collateral Agent (such terms and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1), and UBS SECURITIES LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Syndication Agents.
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • December 20th, 2007 • Rockwood Specialties Group Inc • Chemicals & allied products • Delaware
THIS AGREEMENT (the “Agreement”), is made, effective as of December 14, 2007 (the “Grant Date”) between Rockwood Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and [NAME], an employee of the Company or an Affiliate (as defined below) of the Company, hereinafter referred to as the “Employee”.
ROCKWOOD HOLDINGS, INC. ROCKWOOD SPECIALTIES GROUP, INC. ROCKWOOD SPECIALTIES GROUP GMBHAgreement Regarding the Implementation of the Titanium Dioxide Joint Venture • August 11th, 2008 • Rockwood Specialties Group Inc • Chemicals & allied products
Rockwood Agrees to Sell Electronics Business to OM GroupSale Agreement • October 11th, 2007 • Rockwood Specialties Group Inc • Chemicals & allied products
Princeton, NJ, October 8, 2007—Rockwood Holdings, Inc. (NYSE: ROC) has entered into a definitive agreement to sell its electronics business, excluding its business entity in France, to OM Group, Inc. (NYSE: OMG) for approximately $265 million, subject to customary adjustments. Rockwood’s French electronics business is subject to a put option at the discretion of Rockwood for an additional purchase price, for combined consideration of approximately $315 million.
FORM OF SECURITY AGREEMENTSecurity Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • New York
THIS SECURITY AGREEMENT dated as of July 23, 2003, among ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), each of the Subsidiaries of the US Borrower listed on Annex A hereto (each such undersigned Subsidiary being a "Subsidiary Grantor" and collectively the "Subsidiary Grantors"; the Subsidiary Grantors, Holdings and the US Borrower are referred to collectively as the "Grantors") and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "Administrative Agent") for the lenders ("Lenders") from time to time party to the Credit Agreement dated as of July 23, 2003 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the US Borrower, Rockwood Specialties Limited, a company incorporated under the laws of England and Wales (the "UK Borrower" and, together with the US Borrower, the "Borrowers"), Holdings, Rockwoo
Dated November 29, 2006 Rockwood Specialties Group GmbH And The Persons Identified Herein And The Other Shareholders And The Financial Investors And Financière Ginova SHARE PURCHASE AGREEMENT relating to the sale and purchase of the shares of Groupe...Share Purchase Agreement • January 16th, 2007 • Rockwood Specialties Group Inc • Chemicals & allied products
(The Corporate Seller, the Managers and the Other Shareholders being hereinafter collectively referred to as the “Sellers” and individually as a “Seller”)
AMENDED AND RESTATED SALE PARTICIPATION AGREEMENTSale Participation Agreement • September 30th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • Delaware
You have entered into an Amended and Restated Management Stockholder’s Agreement, dated as of September 24, 2004 between Rockwood Holdings, Inc., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) to amend and restate the Management Stockholder’s Agreement, dated as of November 1, 2001, between the Company and you relating to the purchase by you from the Company of 1,000 shares (the “Existing Purchased Stock”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), a receipt by you from the Company of an option to acquire 12,000 shares of Common Stock from the Company (the “Existing Option”) and a receipt by you from the Company of a grant of 2,000 restricted stock units (the “Restricted Stock Units”), under which you are entitled to receive one share of Common Stock for each restricted stock unit (such Common Stock, the “Existing Restricted Stock”), and to set forth the terms and conditions of your rights as Management Stockholder
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • Delaware
You have entered into a Management Stockholder's Agreement, dated as of , 2001 between K-L Holdings, Inc., a Delaware corporation ("the Company"), and you (the "Stockholder's Agreement") relating to the purchase from the Company of shares of the common stock, par value $0.01 per share, of the Company (the "Common Stock"). The undersigned, KKR Partners II, L.P. and KKR 1996 Fund L.P., each a Delaware limited partnership (each a "KKR Partner" and together, "KKR Partners"), also have purchased shares of Common Stock and hereby agree with you as follows, effective upon such purchase of Common Stock by you:
STOCK PURCHASE AGREEMENT dated as of October 7, 2007 by and between Rockwood Specialties Group, Inc. and OM Group, Inc.Stock Purchase Agreement • January 7th, 2008 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
THIS AGREEMENT is made as of October 7, 2007, by and between Rockwood Specialties Group, Inc., a Delaware corporation (“Seller”), and OM Group, Inc., a Delaware corporation (“Buyer”). Capitalized terms not otherwise defined in this Agreement are used as defined in Exhibit A.
FORM OF PLEDGE AGREEMENTPledge Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • New York
PLEDGE AGREEMENT dated as of July 23, 2003, among ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), the undersigned Subsidiaries of the US Borrower listed on Schedule 1 hereto (each a "Subsidiary Pledgor" and, collectively, the "Subsidiary Pledgors"; the US Borrower, Holdings and the Subsidiary Pledgors are referred to collectively herein as the "Pledgors") and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "Administrative Agent") for the lenders (the "Lenders") from time to time parties to the Credit Agreement dated as of July 23, 2003 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the US Borrower, Rockwood Specialties Limited, a company incorporated under the laws of England and Wales (the "UK Borrower" and, together with the US Borrower, the "Borrowers"), Holdings, Rockwood Specialties Conso
GUARANTEEGuarantee • August 4th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
GUARANTEE dated as of July 30, 2004, made among ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), each of the subsidiaries of ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), listed on Annex A hereto (each such subsidiary individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"; the Subsidiary Guarantors and Holdings are referred to collectively as the "Guarantors") and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as administrative agent (in such capacity, the "Administrative Agent") for the lenders (the "Lenders") from time to time parties to the Credit Agreement dated as of July 30, 2004 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the US Borrower, Rockwood Specialties Limited, a company incorporated under the laws of England and Wales (the "UK Borrower" and, together with the US Borrower, the "Borrowers")
REGISTRATION RIGHTS AGREEMENT Dated as of July 23, 2003 among ROCKWOOD SPECIALTIES GROUP, INC. ROCKWOOD PIGMENTS NA, INC. LUREX INC. ADVANTIS TECHNOLOGIES, INC. ALPHAGARY CORPORATION ELECTROCHEMICALS, INC. CYANTEK CORPORATION COMPUGRAPHICS U.S.A. INC....Registration Rights Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • New York
This Agreement is made pursuant to the Purchase Agreement dated July 9, 2003 by and among the Company, the Guarantors and the Initial Purchasers (the "Purchase Agreement"), which provides for the issue and sale by the Company and the purchase by the Initial Purchasers of $375,000,000 aggregate principal amount of the Company's 105/8% Senior Subordinated Notes due 2011 (the "Notes"). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement. Capitalized terms used herein but not defined shall have the meaning ascribed thereto in the indenture dated as of July 23, 2003, by and among the Company, the Guarantors and The Bank of New York, as Trustee, pursuant to which the
SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN ROCKWOOD HOLDINGS, INC. and SEIFOLLAH GHASEMIEmployment Agreement • September 30th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • Delaware
This Amendment may be executed in one or more counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • New York
EMPLOYMENT AGREEMENT (the "Agreement") entered into as of September 28, 2001 (the "Effective Date") by and between Rockwood Holdings, Inc. (the "Company") and Seifollah Ghasemi (the "Executive").
LAPORTE INC. FORM EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2003 • Rockwood Specialties Group Inc
We are pleased to confirm your employment as Vice President, General Counsel & Secretary of Laporte Inc. ("Employer") on a full time and exclusive basis. You will have direct reporting responsibility to Bryan A. Hall, although we reserve the right to change your responsibilities or job title.
MASTER AGREEMENT REGARDING THE TITANIUM DIOXIDE JOINT VENTUREMaster Agreement • August 11th, 2008 • Rockwood Specialties Group Inc • Chemicals & allied products
SENIOR SUBORDINATED LOAN AGREEMENT among ROCKWOOD SPECIALTIES GROUP, INC. as Borrower, The Several Lenders from Time to Time Party Hereto, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent, GOLDMAN SACHS...Senior Subordinated Loan Agreement • August 4th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
SENIOR SUBORDINATED LOAN AGREEMENT dated as of July 30, 2004, among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "Borrower"), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, UBS LOAN FINANCE LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as initial Lenders, the other Lenders (as defined in Section 1), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, UBS SECURITIES LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as lead arrangers (in such capacity, the "Lead Arrangers"), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as administrative agent (in such capacity, the "Administrative Agent"), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, the "Syndication Agent"), and UBS AG, Stamford Branch, as documentation agent (in such capacity, the "Documentation Agent").
PLEDGE AGREEMENTPledge Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • New York
PLEDGE AGREEMENT, dated this day of , 2001, made by [NAME] (the "Pledgor") in favor of Rockwood Specialties Inc., a company formed under the laws of the State of Delaware (the "Company").
Sale and Purchase Agreement between mg technologies ag Bockenheimer Landstraße 73 – 77 60325 Frankfurt am Main GermanySale and Purchase Agreement • May 4th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products
QuickLinks -- Click here to rapidly navigate through this documentCredit Agreement • October 12th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
FIRST AMENDMENT dated as of October 8, 2004 (this "Amendment"), to the CREDIT AGREEMENT dated as of July 30, 2004 (the "Credit Agreement"), among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), ROCKWOOD SPECIALTIES LIMITED, a company incorporated under the laws of England and Wales (the "UK Borrower"), ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), the lending institutions from time to time parties thereto, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent and as Collateral Agent (such terms and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1 of the Credit Agreement), and UBS SECURITIES LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Syndication Agents.
PLEDGE AGREEMENTPledge Agreement • August 4th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
PLEDGE AGREEMENT dated as of July 30, 2004, among ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), the undersigned Subsidiaries of the US Borrower listed on Schedule 1 hereto (each a "Subsidiary Pledgor" and, collectively, the "Subsidiary Pledgors"; the US Borrower, Holdings and the Subsidiary Pledgors are referred to collectively herein as the "Pledgors") and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as administrative agent (in such capacity, the "Administrative Agent") for the lenders (the "Lenders") from time to time parties to the Credit Agreement dated as of July 30, 2004 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the US Borrower, Rockwood Specialties Limited, a company incorporated under the laws of England and Wales (the "UK Borrower" and, together with the US Borrower, the "
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN ROCKWOOD HOLDINGS, INC. and SEIFOLLAH GHASEMIEmployment Agreement • September 30th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products
The Employment Agreement by and between Rockwood Holdings, Inc. (the “Company”) and Seifollah Ghasemi (the “Executive”) entered into as of September 28, 2001 (the “Executive Employment Agreement”), is hereby amended (the “Amendment”), effective August 9, 2004, in the manner set forth below:
ContractCredit Agreement • December 14th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
SECOND AMENDMENT, dated as of December 10, 2004 (this “Amendment”), to the CREDIT AGREEMENT dated as of July 30, 2004 (as amended by the First Amendment, dated as of October 8, 2004 and as otherwise amended, supplemented or modified from time to time, the “Credit Agreement”), among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the “US Borrower”), ROCKWOOD SPECIALTIES LIMITED, a company incorporated under the laws of England and Wales (the “UK Borrower”), ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation (“Holdings”), the lending institutions from time to time parties thereto, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent and as Collateral Agent, and GOLDMAN SACHS CREDIT PARTNERS L.P. (“Goldman”) and UBS SECURITIES LLC (“UBS”), as Co-Syndication Agents.
GUARANTEE AGREEMENTGuarantee Agreement • August 4th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
GUARANTEE dated as of July 30, 2004 (this "Guarantee"), made among each of the subsidiaries of the Borrower (as defined below) listed on the signature pages of this Guarantee (each such subsidiary individually, a "Guarantor" and, collectively, the "Guarantors") and the Agents (as defined below) for the lenders (the "Lenders") from time to time parties to the Senior Subordinated Loan Agreement dated as of July 30, 2004 (as the same may be amended, supplemented or otherwise modified from time to time, the "Senior Subordinated Loan Agreement") among Rockwood Specialties Group, Inc., a Delaware corporation (the "Borrower"), the Lenders, Credit Suisse First Boston, acting through its Cayman Islands Branch, as Administrative Agent (the "Administrative Agent"), Goldman Sachs Credit Partners L.P., as syndication agent (in such capacity, the "Syndication Agent") for the Lenders, and UBS AG, Stamford Branch, as documentation agent (in such capacity, the "Documentation Agent") for the Lenders and
LEASE AGREEMENT by and between ADVA 15 (GA) LLC, a Delaware limited liability company as LANDLORD and ADVANTIS TECHNOLOGIES, INC., a Delaware corporation, as TENANT Premises: 1400 Bluegrass Lakes Parkway Alpharetta, GA Dated as of: June 25, 2002Lease Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • New York
LEASE AGREEMENT, made as of this 25th day of June, 2002, between ADVA 15 (GA) LLC, a Delaware limited liability company ("Landlord"), with an address c/o W.P. Carey & Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York 10020, and ADVANTIS TECHNOLOGIES, INC., a Delaware corporation ("Tenant"), with an address at 1400 Bluegrass Lakes Parkway, Alpharetta, Georgia 30004.
DATED 25 SEPTEMBER, 2000 LAPORTE PLC andBusiness and Share Sale and Purchase Agreement • October 14th, 2003 • Rockwood Specialties Group Inc
Laporte Plc whose registered office is at Nations House, 103 Wigmore Street, London W1H 9AB (registered in England number 96356) (the "Seller")
UK GUARANTEEUk Guarantee • August 4th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • New York
GUARANTEE dated as of July 30, 2004, made among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower") and each of the subsidiaries of ROCKWOOD SPECIALTIES LIMITED, a company incorporated under the laws of England and Wales (the "UK Borrower"), listed on Annex A hereto or that becomes a party hereto pursuant to Section 19 hereof (each such subsidiary individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"; the Subsidiary Guarantors and the US Borrower are referred to collectively as the "Guarantors") and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as administrative agent (in such capacity, the "Administrative Agent") for the lenders to the UK Borrower (the "Lenders") from time to time parties to the Credit Agreement dated as of July 30, 2004 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the US Borrower, the UK Borrower, Rockwood Specialties I
