THIRD CONSENT, WAIVER AND AMENDMENT TO CREDIT AGREEMENT

Exhibit 4.8

EXECUTION VERSION

THIRD CONSENT, WAIVER AND AMENDMENT dated as of November 29, 2011 (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 that certain Consent, Waiver and Amendment, dated as of July 28, 2008 (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 subsidiaries of the borrower from time to time parties thereto, the LENDERS from time to time parties thereto, CREDIT SUISSE, as Administrative Agent and as Collateral Agent, XXXXXXX XXXXX CREDIT PARTNERS L.P., as Syndication Agent, and CIBC WORLD MARKETS CORP. and BEAR XXXXXXX & CO. INC., as Co-Documentation Agents.

A. Holdings and the Borrower propose to engage in a corporate restructuring in connection with the consummation of an initial public offering (the “IPO”) in accordance with the following restructuring plan (collectively, the “IPO Structuring Transactions”): (a) the establishment by Holdings of a new holding company, MacDermid Group, Inc., a Delaware corporation (“New Holdings”), which shall become a Guarantor and Grantor, (b) the transfer of all of the Equity Interests (and any related assets) in the Borrower held by Holdings, which Equity Interests shall remain subject to the pledges and grants of security pursuant to the Pledge and Security Agreement, by Holdings to New Holdings in exchange for Equity Interests in New Holdings and (c) the liquidation of Holdings and in connection therewith the distribution by Holdings of the Equity Interests in New Holdings (and any related assets) held by Holdings to the equity holders of Holdings.

B. In connection with the IPO Structuring Transactions, Holdings and the Borrower have requested that the Required Lenders consent to the IPO Structuring Transactions for all purposes under the Credit Agreement and all of the other Loan Documents and, without limiting the generality of the foregoing, agree to waive the application of the definition of “Change of Control” and “Asset Sale” and Sections 2.05(b)(ii), 7.05(a), 8.03, 8.04, 8.05, 8.07 and 9.01(l) of the Credit Agreement to the IPO Structuring Transactions and, in connection therewith, to make certain amendments to and waivers of the Credit Agreement, and to release any security interests in the capital stock of New Holdings held by Holdings, in each case as provided for herein.

C. The Lenders whose signatures appear below, constituting at least the Required Lenders, are willing to consent to the IPO Structuring Transactions, waive the application of the foregoing provisions of the Credit Agreement to the IPO Structuring Transactions and amend the Credit Agreement, in each case, on the terms and subject to the conditions set forth herein.

D. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Consent and Waiver. As of (and subject to the occurrence and continuation of) the Consent Effective Date (as defined below), the Required Lenders hereby (a) consent to the IPO Structuring Transactions for all purposes of the Credit Agreement and the other Loan Documents, (b) without limiting the generality of the foregoing, agree that the definition of “Change of Control” and “Asset Sale” and Sections 2.05(b)(ii), 7.05(a), 8.03, 8.04, 8.05, 8.07 and 9.01(l) of the Credit Agreement shall not apply to the IPO Structuring Transactions, and hereby waive compliance with such provisions with respect to the IPO Structuring Transactions, (c) waive compliance with the provisions of Section 7.12 with respect to MacDermid Group, Inc. as well as Section 7.03(a) insofar as it relates to any Default or Event of Default being waived pursuant to this Section 1(c) and (d) agree that any security interest or pledge granted pursuant to any Loan Document with respect to the capital stock of New Holdings held by Holdings is hereby released and that no Loan Document shall require or be deemed to require the granting of a security interest in, and pledge of, the capital stock of New Holdings.

SECTION 2. Amendment of the Loan Documents. The Loan Documents are hereby amended, effective as of (and subject to the occurrence and continuation of) the Consent Effective Date, to (a) delete the definition of “Holdings” in each applicable Loan Document in its entirety and replace it with “MacDermid Holdings, LLC (formerly known as MDI Holdings, LLC), a Delaware limited liability company, and, immediately following the transfer of all of the Equity Interests in the Borrower held by MacDermid Holdings LLC to such entity, MacDermid Group, Inc., a Delaware corporation”, (b) add the following definitions: ““IPO Structuring Transactions” has the meaning assigned in the Third Amendment”, ““IPO” has the meaning assigned in the Third Amendment” and ““Third Amendment” means that certain Third Consent, Waiver and Amendment to the Credit Agreement, dated as of November 29, 2011, among MacDermid Holdings, LLC, the Borrower, the Lenders and Credit Suisse as the Administrative Agent and Collateral Agent”, (c) amend the definition of “Required Prepayment Percentage” to insert the following at the end of clause (b): “provided that, notwithstanding the foregoing, in the case of any Specified Equity Issuance on or after the date of the Third Amendment and prior to the one year anniversary of the date of the Third Amendment in connection with an initial public offering by Holdings, such percentage shall be 50% regardless of the Consolidated Leverage Ratio at such time”, (d) amend 8.06(b) of the Credit Agreement to (i) replace the word “and” with a “,” immediately preceding “(iii)” and (ii) insert at the end of the paragraph, “and (iv) the consummation of the IPO Structuring Transactions and the IPO” and (e) amend 8.06 of the Credit Agreement to add a new clause (c) that says “Until the consummation of the IPO Structuring Transactions, MacDermid Group, Inc. cannot engage in any business activities or own any assets or liabilities other than de minimis assets and liabilities and maintaining its corporate existence in compliance with applicable law.”

SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Consent, Holdings and the Borrower represent and warrant to each of the Lenders, the Administrative Agent and the Collateral Agent that, as of the Consent Effective Date (as defined below):

(a) This Consent has been duly authorized, executed and delivered by Holdings and the Borrower, and each of this Consent, the Credit Agreement (as amended and waived hereby) and the other Loan Documents constitutes each of Holdings’ and the Borrower’s legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) After giving effect to this Consent, the representations and warranties set forth in the Credit Agreement and each other Loan Document are true and correct in all material respects on and as of the Consent Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date.

SECTION 4. Conditions of Effectiveness of this Consent. (a) This Consent shall become effective on the date (the “Consent Effective Date”) on which:

(i) The Administrative Agent shall have received duly executed and delivered counterparts of this Consent that, when taken together, bear the signatures of Holdings, the Borrower and the Required Lenders.

(ii) The Borrower shall have paid to the Administrative Agent (x) for the account of each consenting Lender for which the Administrative Agent shall have received an executed signature page hereto no later than 3:00 p.m. (New York time) on November 29, 2011 (the “Execution Date”), an amendment fee in an amount equal to .05% of the aggregate outstanding Revolving Credit Commitment and/or Term Loans, as applicable, of each consenting Lender provided by each such consenting Lender, which fee shall be fully earned, due and payable on the date that is three Business Days following the Execution Date and (y) all other outstanding fees, costs and expenses owing to the Administrative Agent as of such date, including, without limitation, the reasonable fees and disbursements of Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent.

(b) The continuing effectiveness of this Consent (other than the waiver provided for in Section 1(c) herein, which shall remain in effect in all events upon and after the Consent Effective Date) is subject to (i) the IPO Structuring Transactions having been consummated and the Borrower having received after the date hereof net cash proceeds of at least $150,000,000 as a contribution to its common equity capital or from the sale or issue of its Equity Interests (other than Disqualified Stock), in each case, no later than the date that is one year from the date hereof and (ii) concurrently with the consummation of the IPO Structuring Transactions, (x) the Administrative Agent shall have received a duly executed and delivered Joinder Agreement, substantially in the form of Exhibit A attached hereto, by New Holdings and documents of the type referred to in Sections 5.01(b), (c), (e) and (f) of the Credit Agreement and (y) The Administrative Agent shall have received a favorable opinion of Cravath, Swaine & Xxxxx LLP, counsel to New Holdings, with respect to the due organization and good standing, due

authorization, execution, delivery and performance, corporate power and authority of New Holdings, no conflicts with or violations of the articles or by-laws of New Holdings or any New York state or federal law, the investment company act and the grant and guarantee by New Holdings pursuant to the Loan Documents, subject to customary assumptions and exceptions, addressed to the Administrative Agent and the other Lenders.

SECTION 5. Effect of Consent. (a) Except as expressly set forth herein, this Consent shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect as in effect on the date hereof. Nothing herein shall be deemed to entitle Holdings or the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(b) On the Consent Effective Date, the Credit Agreement shall be waived and amended as provided herein, subject to the continuing effectiveness hereof as set forth herein. The parties hereto acknowledge and agree that (i) this Consent and any other Loan Documents executed and delivered in connection herewith do not constitute a novation, or termination of the “Obligations” (as defined in the Loan Documents) under the Credit Agreement and the other Loan Documents as in effect prior to the Consent Effective Date; (ii) such “Obligations” are in all respects continuing (as amended hereby) with only the terms thereof being modified to the extent provided in this Consent; and (iii) the Liens and security interests as granted under the Collateral Documents securing payment of such “Obligations” are in all such respects continuing in full force and effect and secure the payments of the “Obligations”.

(c) All references to Holdings in any Loan Document shall, immediately following the transfer of all of the Equity Interests held by Holdings in the Borrower to New Holdings, be deemed to include New Holdings (as herein defined).

(d) This Consent shall constitute a Loan Document and shall be administered and construed pursuant to the terms of the Credit Agreement (including, without limitation, Article X thereof).

SECTION 6. Counterparts. This Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Consent by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 7. Applicable Law. THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 8. Headings. The headings of this Consent are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed by their respective officers as of the day and year first above written.


MACDERMID HOLDINGS, LLC

By:		/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Secretary

MACDERMID, INCORPORATED

By:		/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Secretary


Acknowledged:

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent

By:		/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Managing Director

By:		/s/ Sanja Gazahi
		Name: Sanja Gazahi
		Title: Associate

Consent, Waiver and Amendment to Credit Agreement


To approve Consent:

Name of Institution: LightPoint CLO III, Ltd.

		By: Xxxxxxxxx Xxxxxx Fixed Income LLC as collateral manager


By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution: LightPoint CLO IV, Ltd.

		By: Xxxxxxxxx Xxxxxx Fixed Income LLC as collateral manager


By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution: LightPoint CLO V, Ltd.

		By: Xxxxxxxxx Xxxxxx Fixed Income LLC as collateral manager


By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Authorized Signatory

Third Consent, Waiver and Amendment to Credit Agreement


To approve Consent:

Name of Institution: LightPoint Pan-European CLO 2007-1 Plc.

		By: Xxxxxxxxx Xxxxxx Fixed Income LLC as collateral manager


By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution: LightPoint Pan-European CLO 2006 Plc.

		By: Xxxxxxxxx Xxxxxx Fixed Income LLC as collateral manager


By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution: Marquette US/European CLO, Plc.

		By: Xxxxxxxxx Xxxxxx Fixed Income LLC as collateral manager


By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:
		Cumberland II CLO Ltd. Schiller Park CLO Ltd. Bridgeport CLO II Ltd. Xxxxxxxxx CLO Plc



		By:		Deerfield Capital Management LLC, its Collateral Manager




By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Authorized Signatory


To approve Consent:

JPMORGAN CHASE BANK, N.A.

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Vice President


To approve Consent:

Name of Institution:
	ING Investment Management CLO IV, LTD.
	By:	ING Alternative Asset Management LLC, as its investment manager

	ING Investment Management CLO V, LTD.
	By:	ING Alternative Asset Management LLC, as its investment manager

By:	/s/ Romain Catols, CFA
	Name: Romain Catols, CFA
	Title: Vice President


To approve Consent:

Name of Institution:
		Oak Hill European Credit Partners II plc
By:		Oak Hill Advisors (Europe), LLP, as Portfolio Manager

By:		/s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:
		Oak Hill European Credit Partners I plc
By:		Oak Hill Advisors (Europe), LLP, as Portfolio Manager

By:		/s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		XXXX FORCE 1 CLO, LTD.
By:		GSO/Blackstone Debt Funds Management LLC as Collateral Manager

By:		/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		CHELSEA PARK CLO LTD.
	By:	GSO/Blackstone Debt Funds Management LLC as Portfolio Manager

	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		TRIBECA PARK CLO LTD.
	By:	GSO/Blackstone Debt Funds Management LLC as Portfolio Manager

	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		LAFAYETTE SQUARE CDO LTD.
	By:	Blackstone Debt Advisors L.P. as Collateral Manager

	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		Brentwood CLO Ltd. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner

	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		Gleneagles CLO, Ltd. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner

	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		Jasper CLO, Ltd. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner

	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		Liberty CLO, Ltd. By: Highland Capital Management, L.P. as Collateral Manager By: Strand Advisors, Inc., its General Partner

	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		Red River CLO Ltd. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner

	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		Stratford CLO, Ltd. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner

	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		HIGHLANDER EURO CDO B.V.

	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		HIGHLANDER EURO CDO II B.V.

	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		HIGHLANDER EURO CDO III B.V.

	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		HIGHLANDER EURO CDO IV B.V.

	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution: MetLife Bank N.A.



	By:	/s/ Xxxxxxx X. XxXxxxxx
		Name: Xxxxxxx X. XxXxxxxx
		Title: Vice President


To approve Consent:

Name of Institution: MetLife Insurance Company of Connecticut



	By:	/s/ Xxxxxxx X. XxXxxxxx
		Name: Xxxxxxx X. XxXxxxxx
		Title: Managing Director


To approve Consent:

Name of Institution:		Chatham Light II CLO, Limited By: Sankaty Advisors LLC, as Collateral Manager





By:		/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Sr. Vice President of Operations


To approve Consent:

Name of Institution:		Xxxx Point CLO By: Sankaty Advisors LLC, as Collateral Manager





By:		/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Sr. Vice President of Operations


To approve Consent:

Name of Institution:		Race Point II CLO, Limited By: Sankaty Advisors LLC, as Collateral Manager





By:		/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Sr. Vice President of Operations


To approve Consent:

Name of Institution:		Race Point III CLO By: Sankaty Advisors LLC, as Collateral Manager





By:		/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Sr. Vice President of Operations


To approve Consent:

Name of Institution:		Race Point IV CLO, Ltd By: Sankaty Advisors LLC, as Collateral Manager





By:		/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Sr. Vice President of Operations


To approve Consent:

Name of Institution:

		GENESIS CLO 2007-2 LTD, by LLCP Advisors LLC as Collateral Manager


By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Vice President


To approve Consent:

Name of Institution:

		RBS Citizens, N.A.


By:		/s/ Xxxxx X. Nazareth
		Name: Xxxxx X. Nazareth
		Title: Senior Vice President


To approve Consent:

Name of Institution:

		CapitalSource Finance LLC

By:		/s/ Xxxxxx Xxx
		Name: Xxxxxx Xxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		CapitalSource CF LLC

By:		/s/ Xxxxxx Xxx
		Name: Xxxxxx Xxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution: Credit Suisse Asset Management as collateral manager for the following Funds: Atrium, Atrium VI, Atrium CDO, CSAM Funding IV, CSAM IV



By:		/s/ Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		BLUEMOUNTAIN CLO III LTD.

		By: BLUEMOUNTAIN CAPITAL MANAGEMENT LLC. Its Collateral Manager

By:		/s/ Xxxxxxx Xxxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxxx
		Title: Associate


To approve Consent:

Name of Institution:

		BLUEMOUNTAIN CLO LTD.

		By: BLUEMOUNTAIN CAPITAL MANAGEMENT LLC. Its Collateral Manager

By:		/s/ Xxxxxxx Xxxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxxx
		Title: Associate


To approve Consent:

Name of Institution:


				LCM I LIMITED PARTNERSHIP By: LCM Asset Management LLC As Collateral Manager

		By:		/s/ Xxxxxxxxx X. Xxxxx
				Name: Xxxxxxxxx X. Xxxxx
				Title: LCM Asset Management LLC


To approve Consent:

Name of Institution:


				LCM II LIMITED PARTNERSHIP By: LCM Asset Management LLC As Collateral Manager

		By:		/s/ Xxxxxxxxx X. Xxxxx
				Name: Xxxxxxxxx X. Xxxxx
				Title: LCM Asset Management LLC


To approve Consent:

Name of Institution:


				LCM III Ltd. By: LCM Asset Management LLC As Collateral Manager

		By:		/s/ Xxxxxxxxx X. Xxxxx
				Name: Xxxxxxxxx X. Xxxxx
				Title: LCM Asset Management LLC


To approve Consent:

Name of Institution:


				LCM IV, Ltd. By: LCM Asset Management LLC As Collateral Manager

		By:		/s/ Xxxxxxxxx X. Xxxxx
				Name: Xxxxxxxxx X. Xxxxx
				Title: LCM Asset Management LLC


To approve Consent:

Name of Institution:


				LCM V, Ltd. By: LCM Asset Management LLC As Collateral Manager

		By:		/s/ Xxxxxxxxx X. Xxxxx
				Name: Xxxxxxxxx X. Xxxxx
				Title: LCM Asset Management LLC


To approve Consent:

Name of Institution:


				LCM VI, Ltd. By: LCM Asset Management LLC As Collateral Manager

		By:		/s/ Xxxxxxxxx X. Xxxxx
				Name: Xxxxxxxxx X. Xxxxx
				Title: LCM Asset Management LLC


To approve Consent:

Name of Institution:

	Xxxxxx’x Island CLO IV, Ltd.
	By:	LCM Asset Management LLC As Collateral Manager


By:	/s/ Xxxxxxxxx X. Xxxxx
	Name: Xxxxxxxxx X. Xxxxx
	Title: LCM Asset Management LLC


To approve Consent:

Name of Institution:

		Ameriprise Certificate Company

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Assistant Vice President


To approve Consent:

Name of Institution:

		Ameriprise Financial Inc.

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Assistant Vice President


To approve Consent:

Name of Institution:

		Cent CDO 10 Limited By: Columbia Management Investment Advisers, LLC, As Collateral Manager

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Director of Operations


To approve Consent:

Name of Institution:

		Cent CDO XI Limited By: Columbia Management Investment Advisers, LLC, As Collateral Manager

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Director of Operations


To approve Consent:

Name of Institution:

		Cent CDO 12 Limited By: Columbia Management Investment Advisers, LLC, As Collateral Manager

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Director of Operations


To approve Consent:

Name of Institution:

		Cent CDO 14 Limited By: Columbia Management Investment Advisers, LLC, As Collateral Manager

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Director of Operations


To approve Consent:

Name of Institution:

		Cent CDO 15 Limited By: Columbia Management Investment Advisers, LLC, As Collateral Manager

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Assistant Vice President


To approve Consent:

Name of Institution:

		Centurion CDO VII Limited By: Columbia Management Investment Advisers, LLC, As Collateral Manager

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Director of Operations


To approve Consent:

Name of Institution:

		Centurion CDO 8 Limited By: Columbia Management Investment Advisers, LLC, As Collateral Manager

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Director of Operations


To approve Consent:

Name of Institution:

		Centurion CDO 9 Limited By: Columbia Management Investment Advisers, LLC, As Collateral Manager

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Director of Operations


To approve Consent:

Name of Institution:

		Columbia Strategic Income Fund

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		Columbia Variable Portfolio – Strategic Income Fund

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		RiverSource Life Insurance Company

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		MAPLETREE PORTFOLIO
		By: Babson Capital Management LLC as Investment Manager

By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Director

		VINACASA CLO, LTD.

		By: Babson Capital management LLC as Collateral Servicer

By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Director


To approve Consent:

Name of Institution:

		CIBC Inc.

By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Authorized Signatory

By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		Ballyrock CLO 2006-1 Limited, By: Ballyrock Investment Advisors LLC, as Collateral Manager

By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Assistant Treasurer


To approve Consent:

Name of Institution:

		Ballyrock CLO 2006-2 Limited, By: Ballyrock Investment Advisors LLC, as Collateral Manager

By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Assistant Treasurer


To approve Consent:

Name of Institution:

		Ariel Reinsurance Company Ltd. BlackRock Floating Rate Income Trust BlackRock Limited Duration Income Trust BlackRock Funds II BlackRock Floating Rate Income Portfolio BlackRock Senior Income Series V Limited BlackRock Debt Strategies Fund, Inc. BlackRock Diversified Income Strategies Fund, Inc. BlackRock Floating Rate Income Strategies Fund, Inc. BlackRock Floating Rate Income Strategies Fund II, Inc. BlackRock Global Investment Series: Income Strategies Portfolio BlackRock Senior Floating Rate Portfolio BlackRock Defined Opportunity Credit Trust BlackRock Senior Income Series BlackRock Senior Income Series II BlackRock Senior Income Series IV BlackRock Senior Income Series V Limited Magnetite V CLO, Limited Missouri State Employees’ Retirement System

By:		/s/ C. Xxxxxx Xxxxxxxx
		Name: C. Xxxxxx Xxxxxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:


		ALZETTE EUROPEAN CLO S.A.
		By:		INVESCO Senior Secured Management, Inc. As Collateral Manager

		By:		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Authorized Signatory


To approve Consent:

Name of Institution:



		AVALON CAPITAL LTD. 3
		By:		INVESCO Senior Secured Management, Inc. As Asset Manager

		By:		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Authorized Signatory


To approve Consent:

Name of Institution:



		AXIUS EUROPEAN CLO S.A.
		By:		INVESCO Senior Secured Management, Inc. As Collateral Manager

		By:		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Authorized Signatory


To approve Consent:

Name of Institution:



		BLT 2009 – 1 LTD.
		By:		INVESCO Senior Secured Management, Inc. As Collateral Manager

		By:		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Authorized Signatory


To approve Consent:

Name of Institution:



		CELTS CLO 2007 -1 LTD
		By:		INVESCO Senior Secured Management, Inc. As Portfolio Manager

		By:		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Authorized Signatory


To approve Consent:

Name of Institution:



		CHAMPLAIN CLO, LTD.
		By:		INVESCO Senior Secured Management, Inc. As Collateral Manager

		By:		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Authorized Signatory


To approve Consent:

Name of Institution:



		Confluent 3 Limited.
		By:		INVESCO Senior Secured Management, Inc. As Investment Manager

		By:		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Authorized Signatory


To approve Consent:

Name of Institution:



		Invesco Coniston BV
		By:		INVESCO Asset Management Limited as Collateral Manager

		By:		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Authorized Signatory


To approve Consent:

Name of Institution:



		DIVERSIFIED CREDIT PORTFOLIO LTD.
		By:		INVESCO Senior Secured Management, Inc. as Investment Adviser

		By:		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Authorized Signatory


To approve Consent:

Name of Institution:



		InvescoGarda BV
		By:		INVESCO Asset Management Limited as Collateral Manager

		By:		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Authorized Signatory


To approve Consent:

Name of Institution:



		KATONAH V, LTD.
		By:		INVESCO Senior Secured Management, Inc. As Investment Manager

		By:		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Authorized Signatory


To approve Consent:

Name of Institution:



		Invesco Xxxxxxx BV
		By:		INVESCO Asset Management Limited as Collateral Manager

		By:		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Authorized Signatory


To approve Consent:

Name of Institution:



		MOSELLE CLO S.A.
		By:		INVESCO Senior Secured Management, Inc. As Collateral Manager

		By:		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Authorized Signatory


To approve Consent:

Name of Institution:
	Xxxxxx Xxxxxxx Investment Management Croton, Ltd.
	By:	INVESCO Senior Secured Management, Inc. As Collateral Manager

	By:	/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Authorized Signatory


To approve Consent:
Name of Institution:
	NAUTIQUE FUNDING LTD.
	By:	INVESCO Senior Secured Management, Inc. As Collateral Manager

	By:	/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Authorized Signatory


To approve Consent:
Name of Institution:
	MSIM Peconic Bay, Ltd.
	By:	INVESCO Senior Secured Management, Inc. As Collateral Manager

	By:	/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

	PETRUSSE EUROPEAN CLO S.A.
	By:	INVESCO Senior Secured Management, Inc. As Collateral Manager

	By:	/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Authorized Signatory


To approve Consent:
Name of Institution:
	Qualcomm Global Trading, Inc.
	By:	INVESCO Senior Secured Management, Inc. As Investment Manager

	By:	/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Authorized Signatory


To approve Consent:
Name of Institution:
	SAGAMORE CLO LTD.
	By:	INVESCO Senior Secured Management, Inc. As Collateral Manager

	By:	/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

	THESEUS EUROPEAN CLO S.A.
	By:	INVESCO Senior Secured Management, Inc. As Investment Manager

	By:	/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Authorized Signatory


To approve Consent:
Name of Institution:
	WASATCH CLO LTD
	By:	INVESCO Senior Secured Management, Inc. As Portfolio Manager

	By:	/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution:

		Xxxxx Street Funding CLO 2005-I Ltd. By: Seix Investment Advisors LLC, as Collateral Manager Xxxxx Street CLO II Ltd. By: Seix Investment Advisors LLC, as Collateral Manager Grand Horn CLO Ltd. By: Seix Investment Advisors LLC, as Collateral Manager Mountain View Funding CLO 2006-I Ltd. By: Seix Investment Advisors LLC, as Collateral Manager Mountain View CLO II Ltd. By: Seix Investment Advisors LLC, as Collateral Manager Mountain View CLO III Ltd. By: Seix Investment Advisors LLC, as Collateral Manager RidgeWorth Funds – Seix Floating Rate High Income Fund By: Seix Investment Advisors LLC, as Subadvisor


By:		/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Managing Director


To approve Consent:

Name of Institution:
		NATIXIS

By:		/s/ Xxxxx X. Xxxxxx, Xx.
		Name: Xxxxx X. Xxxxxx, Xx.
		Title: Managing Director

By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Director


To approve Consent:

Name of Institution:

		APIDOS CDO I
		By: Its Investment Advisor Apidos Capital Management, LLC

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Managing Director & Portfolio Manager


To approve Consent:

Name of Institution:

		APIDOS CDO II
		By: Its Investment Advisor Apidos Capital Management, LLC

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Managing Director & Portfolio Manager


To approve Consent:

Name of Institution:

		APIDOS QUATTRO CDO
		By: Its Investment Advisor Apidos Capital Management, LLC

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Managing Director & Portfolio Manager


To approve Consent:

Name of Institution:

		APIDOS CDO V
		By: Its Investment Advisor Apidos Capital Management, LLC

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Managing Director & Portfolio Manager


To approve Consent:

Name of Institution:

		APIDOS CINCO CDO
		By: Its Investment Advisor Apidos Capital Management, LLC

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Managing Director & Portfolio Manager


To approve Consent:

Name of Institution:

		SHASTA CLO I LTD
		By: Apidos Capital Management, LLC On behalf of Resource Capital Asset Management (RCAM)

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Managing Director & Portfolio Manager


To approve Consent:

Name of Institution:

		APIDOS CLO VIII
		By: Its Collateral Manager Apidos Capital Management, LLC

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Managing Director & Portfolio Manager


To approve Consent:

Name of Institution:

		The Bank of Nova Scotia

By:		/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Managing Director


To approve Consent:

Name of Institution:

		XXXXXXXX FUNDING LTD.
		Silvermine Capital Management LLC As Collateral Manager

By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Principal


To approve Consent:

Name of Institution:

		CANNINGTON FUNDING LTD
		Silvermine Capital Management LLC As Collateral Manager

By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Principal


To approve Consent:

Name of Institution:

		JERSEY STREET CLO, LTD
		By its Collateral Manager, Massachusetts Financial Services Company

By:		/s/
		Name:
		Title: As authorized representative and not individually


To approve Consent:

Name of Institution:

		MARLBOROUGH STREET CLO, LTD
		By its Collateral Manager, Massachusetts Financial Services Company

By:		/s/
		Name:
		Title:


To approve Consent:

Name of Institution:



		Xxxxxx IX – Senior Loan Fund 2005 p.l.c.
		By:		Prudential Investment Management, Inc., Collateral Manager

		By:		/s/ Xxxxx Xxxxxxx
				Name: Xxxxx Xxxxxxx
				Title: Vice President


To approve Consent:

Name of Institution:



		Gateway IV – Euro CLO S.A.
		By:		Pramerica Investment Management (a trading name of Prudential Investment Management, Inc.), as Collateral Manager
		By:		Pramerica Investment Management Limited, as Sub Advisor

		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Vice President


To approve Consent:

Name of Institution:



		Gateway III – Euro CLO S.A.
		By:		Pramerica Investment Management (a trading name of Prudential Investment Management, Inc.), as Collateral Manager
		By:		Pramerica Investment Management Limited, as Sub Advisor

		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Vice President


To approve Consent:

Name of Institution:


		EURO Atlantis CLO Limited
		By:		Prudential Investment Management, as Collateral Manager
		By:		Pramerica Investment Management Limited, as Sub Advisor

		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Vice President


To approve Consent:

Name of Institution:


		Credit Suisse AG, Cayman Islands Branch

		By:		/s/ Xxxxxx X. Xxxxx
				Name: Xxxxxx X. Xxxxx
				Title: Managing Director

		By:		/s/ Sanja Gazahi
				Name: Sanja Gazahi
				Title: Associate


To approve Consent:

Name of Institution:



				Genesis CLO 2007-I Ltd.

		By:		GLG Ore Hill LLC, its Collateral Manager

		By:		/s/ Xxxxxxxx X. Xxxxxxx
				Name: Xxxxxxxx X. Xxxxxxx
				Title: Managing Director


To approve Consent:

Name of Institution:



				Black Diamond CLO 0000-0 (XXXXXXXXXX) S.A.
				By: Black Diamond CLO 2006-1 Adviser, L.L.C. As its Collateral Manager

		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Managing Principal


To approve Consent:

Name of Institution:



				General Electric Capital Corporation

		By:		/s/ Xxxxxxx X. Xxxx
				Name: Xxxxxxx X. Xxxx
				Title: Duly Authorized Signatory


To approve Consent:

Name of Institution:


				Xxxxx Xxxxx Short Duration Diversified Income Fund

		By:		Xxxxx Xxxxx Management as Investment Advisor

		By:		/s/ Xxxxxxx Xxxxxxx
				Name: Xxxxxxx Xxxxxxx
				Title: Vice President


To approve Consent:

Name of Institution:



				Pacific Select Fund Floating Rate Loan Portfolio

		By:		Xxxxx Xxxxx Management as Investment Sub- Advisor

		By:		/s/ Xxxxxxx Xxxxxxx
				Name: Xxxxxxx Xxxxxxx
				Title: Vice President


To approve Consent:

Name of Institution:



				MET Investors Series Trust – Met/Xxxxx Xxxxx Floating Rate Portfolio

		By:		Xxxxx Xxxxx Management as Investment Sub- Advisor

		By:		/s/ Xxxxxxx Xxxxxxx
				Name: Xxxxxxx Xxxxxxx
				Title: Vice President


To approve Consent:

Name of Institution:



				Xxxxx Xxxxx CDO X PLC

		By:		Xxxxx Xxxxx Management as Investment Advisor

		By:		/s/ Xxxxxxx Xxxxxxx
				Name: Xxxxxxx Xxxxxxx
				Title: Vice President


To approve Consent:

Name of Institution:

		Xxxxx Xxxxx CDO VII PLC

By:		Xxxxx Xxxxx Management as Interim Investment Advisor

By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President


To approve Consent:

Name of Institution:

		Xxxxxxx & Co

By:		Boston Management and Research as Investment Advisor

By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President


To approve Consent:

Name of Institution:

		Riversource Variable Series Trust-Variable Portfolio-Xxxxx Xxxxx Floating-Rate Income Fund

By:		Xxxxx Xxxxx Management as Investment Sub- Advisor

By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President


To approve Consent:

Name of Institution:

		Xxxxx Xxxxx CDO IX Ltd.

By:		Xxxxx Xxxxx Management as Investment Advisor

By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President


To approve Consent:

Name of Institution:

		Xxxxx Xxxxx Floating-Rate Income Trust

By:		Xxxxx Xxxxx Management as Investment Advisor

By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President


To approve Consent:

Name of Institution:

		Xxxxx Xxxxx Limited Duration Income Fund

By:		Xxxxx Xxxxx Management as Investment Advisor

By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President


To approve Consent:

Name of Institution:

		Xxxxx Xxxxx Senior Floating-Rate Trust

	By:	Xxxxx Xxxxx Management as Investment Advisor

	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President


To approve Consent:

Name of Institution:

		Xxxxx Xxxxx Institutional Senior Loan Fund

	By:	Xxxxx Xxxxx Management as Investment Advisor

	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President


To approve Consent:

Name of Institution:

	Clarenville CDO, SA
	By:	Pacific Investment Management Company LLC, as its Investment Advisor

	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President


To approve Consent:

Name of Institution:

	European Enhanced Loan Fund, S.A.
	By:	Pacific Investment Management Company LLC as its Investment Advisor

	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President


To approve Consent:

Name of Institution:

	Portola CLO, Ltd.

	By:	Pacific Investment Management Company LLC as its Investment Advisor

	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President


To approve Consent:

Name of Institution:

	Mayport CLO Ltd.
	By:	Pacific Investment Management Company LLC as its Investment Advisor

	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President


To approve Consent:

Name of Institution:

		Liberty Mutual Insurance Company

	By:	/s/ Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title: Authorized Signatory


To approve Consent:

Name of Institution: CREDIT SUISSE LOAN FUNDING LLC



By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Managing Director

By:		/s/ Xxxxx Xxxxxxxxxx
		Name: Xxxxx Xxxxxxxxxx
		Title: Authorized Signatory

EXHIBIT A

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT dated as of December [—], 2011 (this “Joinder Agreement”), is between MACDERMID GROUP, INC., a Delaware corporation (the “New Holdings”), and CREDIT SUISSE AG, as administrative agent (in such capacity, and together with its successors, the “Administrative Agent”) and collateral agent (in such capacity, and together with its successors, the “Collateral Agent”) under that certain 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 to Credit Agreement (the “Third Amendment”), dated as of November 29, 2011 (and as otherwise amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”)), among MACDERMID HOLDINGS, LLC, a Delaware limited liability company, Matrix Acquisition Corp., a Connecticut corporation, MACDERMID, INCORPORATED, a Connecticut corporation, the Lenders party thereto, the Administrative Agent, the Collateral Agent, XXXXXXX XXXXX CREDIT PARTNERS L.P., as syndication agent, and CIBC WORLD MARKETS CORP. and BEAR XXXXXXX & CO. INC., as co-documentation agents. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or Third Amendment, as applicable.

W I T N E S S E T H :

WHEREAS, in connection with the Credit Agreement, the Borrower and certain Grantors (other than New Holdings) have entered into the Pledge and Security Agreement, dated as of April 12, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”) in favor of the Collateral Agent for the benefit of the Lenders and the other Secured Parties;

WHEREAS, Section 4(b)(ii) of the Third Amendment requires New Holdings to deliver this Joinder Agreement in order to become a party to the Credit Agreement as a “Guarantor” thereunder and to become a party to the Pledge and Security Agreement as a “Grantor” thereunder.

NOW, THEREFORE, New Holdings hereby agrees as follows with the Administrative Agent and the Collateral Agent, for the benefit of the Lenders and the other Secured Parties:

1. New Holdings hereby acknowledges, agrees and confirms that, by its execution of this Agreement,

(a) New Holdings will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement as a Guarantor. New Holdings hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1(a), New Holdings hereby jointly and severally together with the other Guarantors, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties, as provided in Article IV of the Credit Agreement, the prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.

(b) New Holdings will be deemed to be a party to the Pledge and Security Agreement as a “Grantor” for all purposes of the Pledge and Security Agreement, with the same force and effect as if originally named therein as a Grantor. New Holdings hereby ratifies, as of the date hereof, and agrees to be bound by, all terms, provisions and conditions applicable to the Grantors contained in the Pledge and Security Agreement. Without limiting the generality of the foregoing of this paragraph 1(b), New Holdings hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Collateral of New Holdings, as collateral security for the prompt payment and performance when due (whether at stated maturity, by acceleration or otherwise) of New Holdings’ Obligations. The information set forth in Schedule I hereto is hereby added to the information set forth in Schedules 3.02, 3.03 and 3.06(a) to the Pledge and Security Agreement.

2. New Holdings hereby represents and warrants to the Administrative Agent that:

(a) New Holdings’ exact legal name and jurisdiction of incorporation are as set forth on the signature pages hereto;

(b) Schedule II hereto includes, upon consummation of the IPO Structuring Transactions, all direct Subsidiaries of New Holdings, including number of shares of outstanding Equity Interests and the percentage of such Equity Interests owned by New Holdings;

3. The address of New Holdings for purposes of all notices and other communications is the address designated for the Borrower on Schedule 11.02 to the Credit Agreement or such other address as New Holdings may from time to time notify the Administrative Agent in writing.

4. New Holdings hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by New Holdings under Article IV of the Credit Agreement upon the execution of this Joinder Agreement by New Holdings.

5. New Holdings hereby acknowledges that it shall acquire the Equity Interests (and all related assets) in the Borrower subject to the existing pledges and grants of security pursuant to the Pledge and Security Agreement.

6. New Holdings hereby agrees that all references to Holdings in any Loan Document shall, immediately following the transfer of all of the Equity Interests held by Holdings in the Borrower to New Holdings, be deemed to include New Holdings.

7. This Joinder Agreement shall constitute a Loan Document and shall be administered and construed pursuant to the terms of the Credit Agreement (including, without limitation, Article X thereof).

8. This Joinder Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Joinder Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

9. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, New Holdings has caused this Joinder Agreement to be duly executed by its authorized officer, and the Administrative Agent and the Collateral Agent, for the benefit of the Lenders and the other Secured Parties, has caused the same to be accepted by its authorized officer, as of the day and year first above written.


MACDERMID GROUP, INC.

By:
		Name: Title:

Jurisdiction of Incorporation: Delaware

Acknowledged and accepted:

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Administrative Agent and Collateral Agent



By:
Name: Title:

SCHEDULE I

SUPPLEMENTAL SCHEDULES

[to be separately provided]

I-1

SCHEDULE II

EQUITY INTERESTS

[to be separately provided]

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Table of Contents

THIRD CONSENT, WAIVER AND AMENDMENT TO CREDIT AGREEMENT

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