●] Common Shares, $0.10 par value Underwriting AgreementUnderwriting Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products • New York
Atotech Limited, a company incorporated and organized under the laws of the Bailiwick of Jersey, (the “Company”) proposes to allot, 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 [●] of common shares, par value $0.10 per share, of the Company (collectively, the “Underwritten Shares”). In addition, certain stockholders of the Company named in Schedule 2 hereto (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 to herein as the “Common Shares”.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • January 11th, 2021 • Atotech LTD • Miscellaneous chemical products • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , by and between Atotech Limited, a Bailiwick of Jersey company (the “Company”), and , [a member of the board of directors][an officer][an employee][an agent][a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.
PRINCIPAL STOCKHOLDERS AGREEMENT BY AND AMONG ATOTECH LIMITED AND THE CARLYLE STOCKHOLDERS FEBRUARY 3, 2021Principal Stockholders Agreement • March 4th, 2021 • Atotech LTD • Miscellaneous chemical products • Delaware
This Principal Stockholders Agreement (this “Agreement”) is made as of February 3, 2021 by and among Atotech Limited, a company incorporated under the laws of Jersey (the “Company”), Carlyle Partners VI Cayman Holdings, L.P. (“CP-VI”), CEP IV Participations, S.à r.l. SICAR (“CEP IV”), Gamma Holding Company Limited (“Gamma Holding” and, together with CP-VI and CEP IV, the “Initial Carlyle Stockholders”), and any other stockholder who from time to time becomes party to this Agreement by execution of a joinder agreement substantially in the form of Exhibit A (a “Joinder Agreement”).
ALPHA 3 B.V. and ALPHA US BIDCO, INC. as Issuers and the Guarantors party hereto 6.250% Senior Notes due 2025 INDENTURE Dated as of January 31, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • January 15th, 2020 • Atotech LTD • Miscellaneous chemical products • New York
INDENTURE, dated as of January 31, 2017, as amended or supplemented from time to time (this “Indenture”), among Alpha 3 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 and registered with the Dutch Chamber of Commerce under number 66940532 (the “Dutch Co-Issuer”) and Alpha US Bidco, Inc., a Delaware corporation (the “U.S. Co-Issuer” and, together with the Dutch Co-Issuer, the “Issuers”), the Guarantors (as defined herein) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).
CREDIT AGREEMENT DATED AS OF MARCH 18, 2021 AMONG ALPHA 3 B.V., AS PARENT BORROWER, ATOTECH B.V., AS DUTCH SUBSIDIARY BORROWER, ALPHA US BIDCO, INC., AS U.S. SUBSIDIARY BORROWER, ATOTECH DEUTSCHLAND GMBH, AS GERMAN SUBSIDIARY BORROWER, ATOTECH ASIA...Credit Agreement • March 19th, 2021 • Atotech LTD • Miscellaneous chemical products • New York
This CREDIT AGREEMENT is entered into as of March 18, 2021, among ALPHA 3 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 66940532 (the “Parent Borrower”), ATOTECH B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 30128915 (the “Dutch Subsidiary Borrower”), ALPHA US BIDCO, INC., a Delaware corporation (the “U.S. Subsidiary Borrower”), ATOTECH DEUTSCHLAND GMBH, a company organized and existing under the laws of Germany with principal offices located at Erasmusstrasse 20, Berlin, Germany 10553 (the “German Subsidiary Borrower”), ATOTECH ASIA PACIFIC LIMITED, a company incorporated under the laws of Hong Kong with company registration number 108035 (the “Hong Kong Subsidiary Bor
LETTER AGREEMENTLetter Agreement • October 29th, 2021 • Atotech LTD • Miscellaneous chemical products
IMPLEMENTATION AGREEMENT 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44.20.7710.1000 www.lw.comImplementation Agreement • July 2nd, 2021 • Atotech LTD • Miscellaneous chemical products • Delaware
This Investor Rights Agreement (this “Agreement”) is made as of _____________, 2021 by and among MKS Instruments, Inc., a Massachusetts corporation (the “Company”), Carlyle Partners VI Cayman Holdings, L.P. (“CP VI”), CEP IV Participations, S.a.r.l. SICAR (“CEP IV”), and Gamma Holding Company Limited (“Gamma” and together with CP VI, CEP IV and any Permitted Transferees of any of the foregoing that becomes a party to this Agreement by execution of a joinder agreement substantially in the form of Exhibit A (a “Joinder Agreement”), collectively the “Carlyle Stockholders”).
AMENDMENT TO THE IMPLEMENTATION AGREEMENT DATED 1 JULY 2021 AMONG ATOTECH LIMITED, MKS INSTRUMENTS, INC. AND ATOTECH MANUFACTURING, INC.Implementation Agreement • April 1st, 2022 • Atotech LTD • Miscellaneous chemical products
THIS AMENDMENT (this “Amendment”) to the Implementation Agreement (as defined below) is made as of 1 April 2022, by and among Atotech Limited (the “Company”), MKS Instruments, Inc. (the “Acquirer”) and Atotech Manufacturing, Inc., an indirect wholly-owned subsidiary of the Acquirer (the “Bidco” and, together with the Company and the Acquirer, the “parties” and each as a “party” to this Amendment).
1st AMENDMENT AGREEMENT TO MANAGING DIRECTOR SERVICE AGREEMENT entered into by and betweenManaging Director Service Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products
Art. 4 para. 2 of the managing director service agreement dated April, 7th, 2017 (“Managing Director Service Agreement”) shall be replaced by the following provision:
Secondment AgreementSecondment Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products • Delaware
This Secondment Agreement (this “Secondment Agreement”), dated as of April 13, 2017 and which shall have retroactive effect from, and include, March 13, 2017 (the “Effective Date”), is made by and between (i) Alpha US Bidco, Inc. with its registered office located at Corporate Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808 (together with any successor thereto, the “Seconding Company”), Atotech USA, LLC. with its registered office located at The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 (together with any successor thereto, the “Host Company”) and Geoffrey Wild, born on in (the “Executive”) (collectively referred to herein as the “Parties”).
THIS DEED is made on [DATE] January 2021 BETWEENCovenant Agreement • January 11th, 2021 • Atotech LTD • Miscellaneous chemical products
2nd AMENDMENT AGREEMENT TO MANAGING DIRECTOR SERVICE AGREEMENT entered into by and betweenManaging Director Service Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products
The Parties have entered into a Managing Director Service Agreement dated 4 / 7 April 2017 which has been amended by a 1st Amendment Agreement dated May 8, 2017 (together the “Managing Director Service Agreement”). The Parties hereby enter into a 2nd Amendment Agreement to the Managing Director Service Agreement.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • January 15th, 2020 • Atotech LTD • Miscellaneous chemical products
This Consulting Services Agreement (this Agreement), dated as of 31 January, 2017, is being entered into by and among Alpha US Bidco, Inc., incorporated under the laws of Delaware (registered number 6166321), whose registered office is at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (US BidCo), Atotech UK Topco Limited a limited company incorporated in England and Wales, having its registered office address at c/o The Carlyle Group, Lansdowne House, 57 Berkeley Square, London W1J 6ER (registered number 10533697) (the Company) and Carlyle Investment Management L.L.C., a Delaware limited liability company whose registered office is at 1209 Corporation Trust Center, Orange Street, Wilmington, New Castle, Delaware, 19801 (registered number 2645133) (the Consultant).
CREDIT AGREEMENT DATED AS OF JANUARY 31, 2017 AMONG ALPHA 3 B.V., AS PARENT BORROWER, ALPHA US BIDCO, INC., AS SUBSIDIARY BORROWER, ATOTECH DEUTSCHLAND GMBH, AS GERMAN BORROWER, ATOTECH S.E.A. PTE LTD., AS SINGAPORE BORROWER, ALPHA 2 B.V., AS...Credit Agreement • January 15th, 2020 • Atotech LTD • Miscellaneous chemical products • New York
This CREDIT AGREEMENT is entered into as of January 31, 2017, among ALPHA 3 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and registered with the Dutch trade register under number 66940532 (the “Parent Borrower”), ALPHA US BIDCO, INC., a Delaware corporation (the “Subsidiary Borrower”), ATOTECH DEUTSCHLAND GMBH, a company organized and existing under the laws of Germany with principal offices located at Erasmusstrasse 20, Berlin, Germany 10553 (the “German Borrower”), ATOTECH S.E.A. PTE LTD., a private company limited by shares incorporated under the laws of Singapore with company registration no. 198904489 (the “Singapore Borrower”, and together with the German Borrower, Parent Borrower and Subsidiary Borrower, the “Borrowers”), ALPHA 2 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands
Employment AgreementEmployment Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products • Delaware
This Employment Agreement (this “Agreement”), dated as of March 31, 2017 and which shall have retroactive effect from, and including, March 13, 2017 (the “Effective Date”), is made by and between Alpha US Bidco, Inc. with its registered office located at Corporate Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808 (together with any successor thereto, (the “Company”), and Geoffrey Wild, born on in (the “Executive”) (collectively referred to herein as the “Parties ”).
EMPLOYMENT AGREEMENT ANSTELLUNGSVERTRAG entered into by and between zwischen Atotech Deutschland GmbH Erasmusstraße 20 10553 Berlin – hereinafter referred to as the “Company” – – nachfolgend die “Gesellschaft” – and und Harald Ahnert (the Company and...Employment Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products
Employment AgreementEmployment Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products
This Employment Agreement (this “Agreement”), dated as of March 31, 2017 and which shall become effective on the same date (the “Effective Date”), is made by and between Atotech (Thailand) Co Ltd. with its registered office located at No. 1 TP & T Building, 1 lest Floor, Soi Vibhavadi Rangsit 19, Vibhavadi Rangsit Road, Kwaeng Chatuchak, Khet Chatuchak, Bangkok (together with any successor thereto, (the “Company”), and Geoffrey Wild, born on in (the “Executive”) (collectively referred to herein as the “Parties”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • January 15th, 2020 • Atotech LTD • Miscellaneous chemical products • New York
This Amendment No. 1, dated as of May 30, 2018 (this “Amendment”), to that certain Credit Agreement, dated as of January 31, 2017 (as amended, restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of this Amendment, the “Credit Agreement”; the Credit Agreement, after giving effect to the effectiveness of this Amendment, the “Amended Credit Agreement”), by and among ALPHA 3 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, with corporate seat in De Meern and registered with the Dutch trade register under number 66940532 (the “Parent Borrower”), ALPHA US BIDCO, INC., a Delaware corporation (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Incremental Borrowers” or “you”), ATOTECH DEUTSCHLAND GMBH, a company organized and existing under the laws of Germany with principal offices located at Erasmusstrasse 20, Berlin, Germa
MANAGING DIRECTOR SERVICE AGREEMENT entered into by and betweenManaging Director Service Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products
THIS AGREEMENT is made on 6 March 2020 BETWEENConsulting Services Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products • England and Wales
