AXALTA COATING SYSTEMS LTD. 30,000,000 Common Shares, $1.00 par value Underwriting AgreementUnderwriting Agreement • August 17th, 2015 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • New York
The selling shareholders listed in Schedule 2 hereto (the “Selling Shareholders”), each a member of Axalta Coating Systems Ltd., a company incorporated and organized under the laws of Bermuda (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 30,000,000 common shares, par value $1.00 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an aggregate of 4,500,000 additional common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 30th, 2014 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 2014 by and between Axalta Coating Systems Ltd., a Bermuda exempted company, (the “Company”), and (“Indemnitee”).
AXALTA COATING SYSTEMS DUTCH HOLDING B B.V. as Issuer INDENTURE Dated as of September 27, 2016 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee CITIGROUP GLOBAL MARKETS DEUTSCHLAND AG, as Registrar CITIBANK N.A., LONDON BRANCH, as Paying Agent and...Indenture • September 27th, 2016 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • New York
INDENTURE, dated as of September 27, 2016, as amended or supplemented from time to time (this “Indenture”), among AXALTA COATING SYSTEMS DUTCH HOLDING B B.V., a private company with limited liability incorporated and organized under the laws of the Netherlands (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”), CITIGROUP GLOBAL MARKETS DEUTSCHLAND AG, as registrar (“Citigroup AG”) and CITIBANK N.A., LONDON BRANCH, as paying agent and authenticating agent (“Citibank N.A.”).
AXALTA COATING SYSTEMS LTD. [•] Common Shares, $1.00 par value Underwriting AgreementUnderwriting Agreement • October 30th, 2014 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • New York
Axalta Coating Systems Ltd., a company incorporated and organized under the laws of Bermuda (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] common shares, par value $1.00 per share, of the Company, and the selling shareholders listed in Schedule 2 hereto, each a member of the Company (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [•] common shares of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an aggregate of [•] additional common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred
FOURTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 18th, 2024 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of February 1, 2013, among AXALTA COATING SYSTEMS DUTCH HOLDING B B.V. (f/k/a FLASH DUTCH 2 B.V.), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and established under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, registered with the Trade Register of the Netherlands under number 55948308 (the “Parent Borrower”) and AXALTA COATING SYSTEMS U.S. HOLDINGS, INC. (f/k/a U.S. COATINGS ACQUISITION INC.), a corporation organized under the laws of Delaware (the “U.S. Borrower” and together with the Parent Borrower, collectively, the “Borrowers”), AXALTA COATING SYSTEMS U.S., INC. (f/k/a COATINGS CO. U.S. INC.), a corporation organized under the laws of Delaware (“U.S. Holdings”), AXALTA COATING SYSTEMS LTD, a Bermuda exempted company incorporated with limited liability (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders
AXALTA COATING SYSTEMS LTD. 40,000,000 Common Shares, $1.00 par value Underwriting AgreementUnderwriting Agreement • April 6th, 2015 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • New York
The selling shareholders listed in Schedule 2 hereto (the “Selling Shareholders”), each a member of Axalta Coating Systems Ltd., a company incorporated and organized under the laws of Bermuda (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 40,000,000 common shares, par value $1.00 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an aggregate of 6,000,000 additional common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Employment AgreementEmployment Agreement • October 14th, 2014 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • Delaware
This Employment Agreement (this “Agreement”), dated as of May 2, 2013 (the “Effective Date”), is made by and between Coatings Co. U.S. Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Steven R. Markevich (the “Executive”) (collectively referred to herein as the “Parties”).
PRINCIPAL STOCKHOLDERS AGREEMENTPrincipal Stockholders Agreement • March 13th, 2015 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • Delaware
This Principal Stockholders Agreement (this “Agreement”) is made as of November 14, 2014 by and among Axalta Coating Systems Ltd. (formerly known as Flash Bermuda Co. Ltd. and Axalta Coating Systems Bermuda Co., Ltd.), a Bermuda exempted limited liability company (the “Company”), Carlyle Partners V SA1 Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV SA1”), Carlyle Partners V SA2 Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV SA2”), Carlyle Partners V SA3 Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV SA3”), Carlyle Partners V-A Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV-A”), CP V Coinvestment A Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV Coinvest A”), CP V Coinvestment B Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV Coinvest B”), CEP III Participations, S.à r.l. SICAR, a Luxembourg private limited liability company (“CEP III”), Carlyle Coatings Partners, L.P., a Caym
CREDIT AGREEMENT DATED AS OF FEBRUARY 1, 2013 AMONG FLASH DUTCH 2 B.V. AND U.S COATINGS ACQUISITION INC., AS BORROWERS, FLASH DUTCH 1 B.V., AS HOLDINGS, COATINGS CO. U.S. INC., AS U.S. HOLDINGS, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT, COLLATERAL...Credit Agreement • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of February 1, 2013, among FLASH DUTCH 2 B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and established under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, registered with the Trade Register of the Netherlands under number 55948308 (the “Dutch Borrower”) and U.S COATINGS ACQUISITION INC., a corporation organized under the laws of Delaware (the “U.S. Borrower” and together with the Dutch Borrower, collectively, the “Borrowers”), COATINGS CO. U.S. INC., a corporation organized under the laws of Delaware (“U.S. Holdings”), FLASH DUTCH 1 B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and established under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, registered with the Trade Register of the Netherlands under number 55947107 (“Holding
ContractSupplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of September 17, 2013 (this “Supplemental Indenture”), is by and among Axalta Coating Systems U.S. Holdings, Inc. (formerly U.S. Coatings Acquisition Inc.), a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), and Axalta Coating Systems Dutch Holding B B.V. (formerly Flash Dutch 2 B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), the party identified as a New Guarantor on the signature pages hereto (the “New Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
U.S. COATINGS ACQUISITION INC. and FLASH DUTCH 2 B.V. as Issuers INDENTURE Dated as of February 1, 2013 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
INDENTURE, dated as of February 1, 2013, as amended or supplemented from time to time (this “Indenture”), among U.S. COATINGS ACQUISITION INC., a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), FLASH DUTCH 2 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).
Separation and Release AgreementSeparation and Release Agreement • July 19th, 2023 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods
This Separation and Release Agreement (“Agreement”) is made by and between Sean M. Lannon (“Executive”) and Axalta Coating Systems Ltd., a Bermuda exempted limited liability company (the “Company” and as the context requires the Company shall include the Company’s subsidiaries) (collectively, referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Executive Agreement (as defined below).
EXECUTIVE RESTRICTIVE COVENANT AND SEVERANCE AGREEMENTExecutive Restrictive Covenant and Severance Agreement • November 16th, 2022 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • Pennsylvania
This Executive Restrictive Covenant and Severance Agreement (“Agreement”) is made effective as of January 1, 2023 (“Effective Date”), by and between Axalta Coating Systems Ltd., a Bermuda exempted limited liability company (the “Company” and as the context requires the Company shall include the Company’s subsidiaries), Axalta Coating Systems, LLC, a Delaware limited liability company (“Axalta U.S.”) and Chrishan Villavarayan (“Executive”) (collectively, referred to as the “Parties” or individually referred to as a “Party”).
SECURITY AGREEMENT Dated February 1, 2013 among The Grantors referred to herein, as Grantors and Wilmington Trust, National Association, as Collateral AgentSecurity Agreement • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
SECURITY AGREEMENT dated February 1, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among LUX FINCO COATINGS S.Á R.L., a Luxembourg private limited company (“Lux FinCo”), COATINGS CO. U.S. INC., a Delaware corporation (“Holdings”), U.S. COATINGS ACQUISITION, INC., a Delaware corporation (the “Issuer”), the other Persons listed on the signature pages hereof (the “Subsidiary Grantors”), the Additional Grantors (as hereinafter defined) from time to time party hereto (Holdings, the Issuer, LuxFinCo, the Subsidiary Grantors and such Additional Grantors being, collectively, the “Grantors”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”) for the Secured Parties (as defined in the Euro Notes Indenture (as hereinafter defined)).
AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
AMENDMENT (this “Amendment”), dated as of January 31, 2013, by and between E. I. du Pont de Nemours and Company, a Delaware corporation (“DuPont”), and Flash Bermuda Co. Ltd., a Delaware limited liability company (the “Buyer”), to the Purchase Agreement, dated August 30, 2012 (the “Agreement”), by and between DuPont and the Buyer. Unless otherwise specifically defined herein, each term used herein shall have the meaning ascribed to such term in the Agreement.
FRANCE COATINGS CO. as Pledgor and BARCLAYS BANK PLC as Notes Foreign Collateral Agent and DUPONT PERFORMANCE COATINGS FRANCE SAS as Securities Account Holder SECURITIES ACCOUNT PLEDGE AGREEMENT (ACTE DE NANTISSEMENT DE COMPTE DE TITRES FINANCIERS) in...Securities Account Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
(the Pledgor, the Notes Foreign Collateral Agent and the Securities Account Holder being collectively referred to as the “Parties” and, individually, a “Party”).
AXALTA COATING SYSTEMS, LLC as Issuer INDENTURE Dated as of November 24, 2020 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • November 24th, 2020 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • New York
the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
EQUITY INTEREST PLEDGE AGREEMENT entered into by and among Axalta Coating Systems LA Holding II B.V. and Axalta Coating Systems México, S. de R.L. de C.V. as the Pledgors, and Barclays Bank PLC, as Collateral Agent for the benefit of the Loan Finance...Equity Interest Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
EQUITY INTEREST PLEDGE AGREEMENT (the “Agreement”) dated September 18, 2013, entered into by and among Axalta Coating Systems LA Holding II B.V. (formerly known as DuPont Performance Coatings LA Holding II B.V.) (“Axalta LA Holding”) and Axalta Coating Systems México, S. de R.L. de C.V. (formerly known as DuPont Performance Coatings México, S. de R.L. de C.V.) (“ACSM”; ACSM, together with Axalta LA Holding, the “Pledgors”), as pledgors, represented herein by Miguel Daniel Paredes Fuentes, and Barclays Bank PLC, acting as Collateral Agent for the benefit of the Loan Finance Parties and as Notes Foreign Collateral Agent for the benefit of the Secured Notes Indenture Parties (as defined below) (the “Pledgee”), represented herein by Pedro Tejero Sandoval, with the appearance of Axalta Coating Systems Servicios México, S. de R.L. de C.V. (formerly known as DuPont Performance Coatings Servicios México, S. de R.L. de C.V.) (the “Company”), represented herein by Miguel Daniel Paredes Fuentes,
NON-POSSESSORY PLEDGE AGREEMENT entered into by and between Axalta Coating Systems Servicios México, S. de R.L. de C.V., as Pledgor and Barclays Bank PLC, as Collateral Agent for the benefit of the Loan Finance Parties and as Notes Foreign Collateral...Non-Possessory Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
NON-POSSESORY PLEDGE AGREEMENT (the “Agreement”) dated September 18, 2013, entered into by and between Axalta Coating Systems Servicios México, S. de R.L. de C.V. (formerly known as DuPont Performance Coatings Servicios México, S. de R.L. de C.V.), as pledgor (the “Pledgor”), represented herein by Miguel Daniel Paredes Fuentes, and Barclays Bank PLC, acting as Collateral Agent for the benefit of the Loan Finance Parties and as Notes Foreign Collateral Agent for the benefit of the Secured Notes Indenture Parties (as defined below), as pledgee (the “Pledgee”), represented herein by Pedro Tejero Sandoval, pursuant to the following Recitals, Representations and Clauses.
ContractSupplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of December 27, 2013 (this “Supplemental Indenture”), is by and among Axalta Coating Systems U.S. Holdings, Inc. (formerly U.S. Coatings Acquisition Inc.), a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), and Axalta Coating Systems Dutch Holding B B.V. (formerly Flash Dutch 2 B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), the party identified as a New Guarantor on the signature pages hereto (the “New Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
AXALTA COATING SYSTEMS LOGISTIK GERMANY GMBH & CO. KG as Pledgor BARCLAYS BANK PLC as Bank Collateral Agent and Pledgee and WILMINGTON TRUST, NATIONAL ASSOCIATION as Notes Collateral Agent and Pledgee ACCOUNT PLEDGE AGREEMENT (Kontoverpfändung)Account Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS — SITZ: FRANKFURT AM MAIN — AG FRANKFURT AM MAIN PR 1000
ContractSupplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of July 18, 2013 (this “Supplemental Indenture”), is by and among Axalta Coating Systems U.S. Holdings, Inc. (formerly U.S. Coatings Acquisition Inc.), a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), Axalta Coating Systems Dutch Holding B B.V. (formerly Flash Dutch 2 B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands ( “Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), each of the parties identified as a New Guarantor on the signature pages hereto (each, a “New Guarantor” and collectively, the “New Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG AXALTA COATING SYSTEMS LTD.Registration Rights Agreement • May 6th, 2015 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • Delaware
WHEREAS, prior to the date hereof, certain shareholders of the Company and Investor have entered into a stock purchase agreement (the “Stock Purchase Agreement”), pursuant to which Investor will acquire common shares, par value $1.00 per share (the “Common Shares”), of the Company.
SHARES PLEDGE AGREEMENT entered into by and among Axalta Powder Coating Systems USA, Inc. as the Pledgor, and Barclays Bank PLC, as Collateral Agent for the benefit of the Loan Finance Parties and as Notes Foreign Collateral Agent for the benefit of...Shares Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
SHARES PLEDGE AGREEMENT (the “Agreement”) dated September 18, 2013, entered into by and among Axalta Powder Coating Systems USA, Inc. (formerly known as DuPont Powder Coatings USA, Inc.) (the “Pledgor”), as pledgor, represented herein by Robert W. Bryant, and Barclays Bank PLC, acting as Collateral Agent for the benefit of the Loan Finance Parties and as Notes Foreign Collateral Agent for the benefit of the Secured Notes Indenture Parties (as defined below) (the “Pledgee”), represented herein by Pedro Tejero Sandoval, with the appearance of Axalta Powder Coating Systems México, S.A. de C.V. (formerly known as DuPont Powder Coatings de México, S.A. de C.V.) (the “Company”), represented herein by Miguel Daniel Paredes Fuentes, pursuant to the following Recitals, Representations and Clauses.
ContractSupplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of September 18, 2013 (this “Supplemental Indenture”), is by and among Axalta Coating Systems U.S. Holdings, Inc. (formerly U.S. Coatings Acquisition Inc.), a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), and Axalta Coating Systems Dutch Holding B B.V. (formerly Flash Dutch 2 B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), each of the parties identified as a New Guarantor on the signature pages hereto (each, a “New Guarantor” and collectively, the “New Guarantors”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
ELEVENTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY AGREEMENTCredit Agreement • December 20th, 2022 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of February 1, 2013, among AXALTA COATING SYSTEMS DUTCH HOLDING B B.V. (f/k/a FLASH DUTCH 2 B.V.), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and established under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, registered with the Trade Register of the Netherlands under number 55948308 (the “DutchParent Borrower”) and AXALTA COATING SYSTEMS U.S. HOLDINGS, INC. (f/k/a U.S. COATINGS ACQUISITION INC.), a corporation organized under the laws of Delaware (the “U.S. Borrower” and together with the DutchParent Borrower, collectively, the “Borrowers”), AXALTA COATING SYSTEMS U.S., INC. (f/k/a COATINGS CO. U.S. INC.), a corporation organized under the laws of Delaware (“U.S. Holdings”), AXALTA COATING SYSTEMS LTD, a Bermuda exempted company incorporated with limited liability company (“Holdings”), each lender from time to time party hereto (collecti
July 25, 2022 Sean Lannon Dear Sean:Retention Agreement • July 26th, 2022 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods
As you know, the Board of Directors (the “Board”) of Axalta Coating Systems, Ltd. (“Axalta”) is wanting to ensure retention of certain key members of management. At this time, it is imperative that we retain employees, such as you, who are critical to achieving our business objectives. Axalta Coating Systems, LLC (the “Company”), therefore, is pleased to offer you this Retention Agreement.
PURCHASE AGREEMENT by and between E. I. DU PONT DE NEMOURS AND COMPANY and FLASH BERMUDA CO. LTD. Dated as of August 30, 2012Purchase Agreement • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
PURCHASE AGREEMENT (this “Agreement”), dated as of August 30, 2012, by and between E. I. du Pont de Nemours and Company, a Delaware corporation (“DuPont”), and Flash Bermuda Co. Ltd., a Bermuda exempted limited liability company (“Buyer”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Annex A of this Agreement.
ContractSupplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of July 29, 2013 (this “Supplemental Indenture”), is by and among Axalta Coating Systems U.S. Holdings, Inc. (formerly U.S. Coatings Acquisition Inc.), a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), Axalta Coating Systems Dutch Holding B B.V. (formerly Flash Dutch 2 B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), each of the parties identified as a New Guarantor on the signature pages hereto (each, a “New Guarantor” and collectively, the “New Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
AXALTA COATING SYSTEMS LUXEMBOURG HOLDING 2 S.À R.L. (FORMERLY Luxembourg Coatings S.à r.l.) as LP Pledgor and AXALTA COATING SYSTEMS VERWALTUNGS GMBH (FORMERLY FLASH GERMAN CO. GMBH) as GP Pledgor BARCLAYS BANK PLC as Bank Collateral Agent and...Partnership Interest Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
facilities) may be increased by a cash-capped amount of up to USD 400,000,000 if the Borrowers and the relevant lenders assuming such additional commitments so agree (the “Incremental Facilities”).
HOLDINGS GUARANTY Dated as of February 1, 2013 between FLASH DUTCH 1 B.V. as Guarantor and BARCLAYS BANK PLC, as Administrative AgentHoldings Guaranty • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
HOLDINGS GUARANTY dated as of February 1, 2013 (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”) between FLASH DUTCH 1 B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and established under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, registered with the Trade Register of the Netherlands under number 55947107 (the “Guarantor”), and BARCLAYS BANK PLC, as administrative agent (in such capacity together with any successor administrative agent, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).
AXALTA COATING SYSTEMS LTD. 25,000,000 Common Shares, $1.00 par value Underwriting AgreementUnderwriting Agreement • May 26th, 2016 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • New York
The selling shareholders listed in Schedule 1 hereto (the “Selling Shareholders”), each a member of Axalta Coating Systems Ltd., a company incorporated and organized under the laws of Bermuda (the “Company”), propose to sell to Credit Suisse Securities (USA) LLC (the “Underwriter”) an aggregate of 25,000,000 common shares, par value $1.00 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriter, up to an aggregate of 3,750,000 additional common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
AXALTA COATING SYSTEMS GERMANY GMBH (FORMERLY DUPONT PERFORMANCE COATINGS GMBH) as Assignor and BARCLAYS BANK PLC as Collateral Agent GLOBAL ASSIGNMENT AGREEMENT (Globalabtretung)Global Assignment Agreement • August 20th, 2014 • Axalta Coating Systems Ltd.
administrative agent (the “Subsidiary Guaranty Agreement” and together with the Holdings Guaranty Agreement, the “Guaranty Agreements”), the Subsidiary Guarantors have guaranteed the full and actual payment by the Borrowers under the Credit Agreement.
ContractSupplemental Indenture • August 20th, 2014 • Axalta Coating Systems Ltd. • New York
THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of July 1, 2014 (this “Supplemental Indenture”), is by and among Axalta Coating Systems U.S. Holdings, Inc. (formerly U.S. Coatings Acquisition Inc.), a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), Axalta Coating Systems Dutch Holding B B.V. (formerly Flash Dutch 2 B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), the party identified as a New Guarantor on the signature pages hereto (the “New Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
1 February 2013 SHARE PLEDGE AGREEMENT in respect of shares in DUPONT PERFORMANCE COATINGS BELGIUM BVBA COATINGS CO. (UK) LIMITED and TEODUR B.V. as Pledgors WILMINGTON TRUST, NATIONAL ASSOCIATION as PledgeeShare Pledge Agreement • August 20th, 2014 • Axalta Coating Systems Ltd. • Connecticut
