CREDIT AGREEMENT Dated as of April 12, 2007 among MACDERMID HOLDINGS, LLC, MATRIX ACQUISITION CORP. and MACDERMID, INCORPORATED (as successor to Matrix Acquisition Corp.), as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Subsidiary...Credit Agreement • July 11th, 2011 • MacDermid Group Inc. • New York
This Credit Agreement is entered into as of April 12, 2007 among MACDERMID HOLDINGS, LLC (formerly known as MDI Holdings, LLC), a Delaware limited liability company (“Holdings”), MATRIX ACQUISITION CORP., a Connecticut corporation, and MACDERMID, INCORPORATED, a Connecticut corporation (collectively, as further defined in Article I, “the Borrower”), certain Subsidiaries of the Borrower from time to time party hereto (each a “Subsidiary Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CREDIT SUISSE, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, the “Syndication Agent”), and CIBC WORLD MARKETS CORP. and BEAR STEARNS & CO. INC., as co-documentation agents (each in such capacity, a “Co-Documen
PLEDGE AND SECURITY AGREEMENT made by MACDERMID HOLDINGS, LLC, MATRIX ACQUISITION CORP. and MACDERMID, INCORPORATED (as successor to Matrix Acquisition Corp.), and certain Subsidiaries of MacDermid, Incorporated in favor of CREDIT SUISSE, as...Pledge and Security Agreement • July 11th, 2011 • MacDermid Group Inc. • New York
PLEDGE AND SECURITY AGREEMENT, dated as of April 12, 2007, made by each of the signatories hereto other than the Collateral Agent (as defined below) (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of CREDIT SUISSE, as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of April 12, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MACDERMID HOLDINGS, LLC (formerly known as MDI Holdings, LLC), a Delaware limited liability company (“Holdings”), the Borrower (as defined in Section 1.01), the Lenders party thereto, CREDIT SUISSE, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as Collateral Agent, GOLDMAN SACHS CREDIT PARTNERS L.P.,
Letterhead of MacDermid]Severance Agreement • July 11th, 2011 • MacDermid Group Inc.
ADVISORY AGREEMENTAdvisory Agreement • July 11th, 2011 • MacDermid Group Inc. • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of April 12, 2007 by and among MacDermid Holdings, LLC, a Delaware limited liability company (the “Company,” and together with all of the direct and indirect subsidiaries of the Company, the “Company Group”), CSC Manager, L.P., a Delaware limited partnership (“Advisor”), and Weston Presidio Service Company, LLC, a Delaware limited liability company (“Weston LLC”).
Letterhead of MacDermid]Severance Agreement • July 11th, 2011 • MacDermid Group Inc.
CREDIT AGREEMENT Dated as of April 12, 2007 among MACDERMID HOLDINGS, LLC, MATRIX ACQUISITION CORP. and MACDERMID, INCORPORATED (as successor to Matrix Acquisition Corp.), as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Subsidiary...Credit Agreement • August 26th, 2011 • MacDermid Group Inc. • Miscellaneous chemical products • New York
This Credit Agreement is entered into as of April 12, 2007 among MACDERMID HOLDINGS, LLC (formerly known as MDI Holdings, LLC), a Delaware limited liability company (“Holdings”), MATRIX ACQUISITION CORP., a Connecticut corporation, and MACDERMID, INCORPORATED, a Connecticut corporation (collectively, as further defined in Article I, “the Borrower”), certain Subsidiaries of the Borrower from time to time party hereto (each a “Subsidiary Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CREDIT SUISSE, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, the “Syndication Agent”), and CIBC WORLD MARKETS CORP. and BEAR STEARNS & CO. INC., as co-documentation agents (each in such capacity, a “Co-Documen
CONSENT, WAIVER AND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 11th, 2011 • MacDermid Group Inc. • New York
CONSENT, WAIVER AND AMENDMENT dated as of July 28, 2008 (this “Consent”), to the CREDIT AGREEMENT dated as of April 12, 2007 (as amended by that certain First Amendment, dated as of October 24, 2007, and as otherwise amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among, inter alia, MACDERMID HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MATRIX ACQUISITION CORP., a Connecticut corporation, and MACDERMID, INCORPORATED, a Connecticut corporation (as successor to Matrix Acquisition Corp., the “Borrower”), the LENDERS from time to time parties thereto and CREDIT SUISSE, as Administrative Agent and as Collateral Agent (such terms having the meanings provided in the Credit Agreement).
PLEDGE AND SECURITY AGREEMENT made by MACDERMID HOLDINGS, LLC, MATRIX ACQUISITION CORP. and MACDERMID, INCORPORATED (as successor to Matrix Acquisition Corp.), and certain Subsidiaries of MacDermid, Incorporated in favor of CREDIT SUISSE, as...Pledge and Security Agreement • August 26th, 2011 • MacDermid Group Inc. • Miscellaneous chemical products • New York
PLEDGE AND SECURITY AGREEMENT, dated as of April 12, 2007, made by each of the signatories hereto other than the Collateral Agent (as defined below) (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of CREDIT SUISSE, as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of April 12, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MACDERMID HOLDINGS, LLC (formerly known as MDI Holdings, LLC), a Delaware limited liability company (“Holdings”), the Borrower (as defined in Section 1.01), the Lenders party thereto, CREDIT SUISSE, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as Collateral Agent, GOLDMAN SACHS CREDIT PARTNERS L.P.,
THIRD CONSENT, WAIVER AND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 2nd, 2012 • MacDermid Group Inc. • Miscellaneous chemical products • New York
Letterhead of MacDermid Inc.]Severance Agreement • July 11th, 2011 • MacDermid Group Inc.
Letterhead of MacDermid]Severance Agreement • July 11th, 2011 • MacDermid Group Inc.
FORM OF CONTRIBUTION AND EXCHANGE AGREEMENT dated as of , 2012 by and among MACDERMID, INCORPORATED, MACDERMID GROUP, INC., MACDERMID HOLDINGS, LLC and MACDERMID, INCORPORATED PROFIT SHARING AND EMPLOYEE SAVINGS PLANContribution and Exchange Agreement • June 4th, 2012 • MacDermid Group Inc. • Miscellaneous chemical products • Delaware
This is a Contribution and Exchange Agreement (this “Agreement”) dated as of , 2012, by and among MacDermid, Incorporated, a Connecticut corporation (“MacDermid, Incorporated”), MacDermid Group, Inc., a Delaware corporation (the “Company”), MacDermid Holdings, LLC, a Delaware limited liability company (“Holdings”), and MacDermid, Incorporated Profit Sharing and Employee Savings Plan (the “Savings Plan” and, together with Holdings, the “Stockholders”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 11th, 2011 • MacDermid Group Inc. • New York
FIRST AMENDMENT dated as of October 24, 2007 (this “Amendment”), to the CREDIT AGREEMENT dated as of April 12, 2007 (as otherwise amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among, inter alia, MACDERMID HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MATRIX ACQUISITION CORP., a Connecticut corporation, and MACDERMID, INCORPORATED, a Connecticut corporation (as successor to Matrix Acquisition Corp., the “Borrower”), the LENDERS from time to time parties thereto and CREDIT SUISSE, as Administrative Agent and as Collateral Agent (such terms having the meanings provided in the Credit Agreement).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 4th, 2012 • MacDermid Group Inc. • Miscellaneous chemical products • New York
FOURTH AMENDMENT dated as of May 18, 2012 (this “Amendment”), to the CREDIT AGREEMENT dated as of April 12, 2007 (as amended by that certain First Amendment, dated as of October 24, 2007, that certain Consent, Waiver and Amendment, dated as of July 28, 2008 and that certain Third Consent, Waiver and Amendment, dated as of November 29, 2011, and as otherwise amended, restated, supplemented, waived or otherwise modified prior to the date hereof, the “Credit Agreement”), among, inter alia, MACDERMID HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MATRIX ACQUISITION CORP., a Connecticut corporation, and MACDERMID, INCORPORATED, a Connecticut corporation (as successor to Matrix Acquisition Corp., the “Borrower”), the subsidiaries of the Borrower from time to time parties thereto, the LENDERS from time to time parties thereto, CREDIT SUISSE AG, as Administrative Agent and as Collateral Agent, and the other agents party thereto.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MACDERMID HOLDINGS, LLC A Delaware Limited Liability Company Dated as of April 12, 2007Limited Liability Company Operating Agreement • July 11th, 2011 • MacDermid Group Inc. • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of MACDERMID HOLDINGS, LLC (formerly known as MDI Holdings, LLC, the “Company”) dated as of April 12, 2007 is entered into by and among the parties listed on Exhibit A attached hereto (the “Existing Members”) and those other Persons (defined below) who become Members (defined below) of the Company from time to time, as hereinafter provided.
Memorandum of AgreementEmployment Agreement • July 11th, 2011 • MacDermid Group Inc.
MacDermid, Incorporated (“MacDermid”) and John L. Cordani (“Cordani”) hereby enter into this agreement of employment on this 9th day of July, 2001. The parties hereto agree as follows:
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MACDERMID HOLDINGS, LLC A Delaware Limited Liability Company Dated as of February 28, 2011Limited Liability Company Operating Agreement • July 11th, 2011 • MacDermid Group Inc. • Delaware
This FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MACDERMID HOLDINGS, LLC, dated as of February 28, 2011 (this “Amendment”), is by and among the parties listed on the signature pages hereto. Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Existing Agreement (as defined below).
SUPPLEMENTAL INDENTURESupplemental Indenture • July 11th, 2011 • MacDermid Group Inc. • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 12, 2007, among MacDermid, Incorporated, a Connecticut corporation (the “Company”), as successor to Matrix Acquisition Corp. (the “Matrix”), the guaranteeing subsidiaries listed on Schedule 1 hereto (individually, a “Guaranteeing Subsidiary,” and collectively, the “Guaranteeing Subsidiaries”) and The Bank of New York, as trustee under the indenture referred to below (the “Trustee”).
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • June 4th, 2012 • MacDermid Group Inc. • Miscellaneous chemical products • Delaware
THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of , 2012 by and between MacDermid Group, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
FORM OF FIRST CLARIFYING AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MACDERMID HOLDINGS, LLC A Delaware Limited Liability Company Dated as of , 2012Limited Liability Company Operating Agreement • June 4th, 2012 • MacDermid Group Inc. • Miscellaneous chemical products • Delaware
This FIRST CLARIFYING AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MACDERMID HOLDINGS, LLC, dated as of , 2012 (this “Amendment”), is by and among the parties listed on the signature pages hereto. Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Existing Agreement (as defined below).
