IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREGuarantee Agreement • February 7th, 2014 • W R Grace & Co • Chemicals & allied products • New York
This Guarantee (PD) is the “Parent Guarantee” described and defined in the Deferred Payment Agreement (PD) (as defined below) and is effective as of the Effective Date.
SHARE ISSUANCE AGREEMENTShare Issuance Agreement • February 7th, 2014 • W R Grace & Co • Chemicals & allied products • New York
THIS SHARE ISSUANCE AGREEMENT (this “Share Issuance Agreement”) is made and entered into as of February 3, 2014 by and between (i) W. R. Grace & Co., a Delaware corporation (together with any successor thereto pursuant to the terms and conditions of Section 12, “Parent” or the “Obligor”), (ii) WRG Asbestos PD Trust acting on behalf of the Holders of the US ZAI PD Claims and the Holders of Asbestos PD Claims (in such capacity the ‘‘Trust (PD/ZAI)”), a Delaware statutory trust established pursuant to §524(g) of the Bankruptcy Code in accordance with the Plan of Reorganization (as hereinafter defined), (iii) WRG Asbestos PI Trust (the ‘‘Trust (PI)” and collectively with the Trust (PD/ZAI), the “Trusts” and each a “Trust”), a Delaware statutory trust established pursuant to §524(g) of the Bankruptcy Code in accordance with the Plan of Reorganization, and (iv) the Trust (PI), as the initial representative for the Trusts pursuant to the terms of the Intercreditor Agreement (in such capacity,
DEFERRED PAYMENT AGREEMENT (CLASS 7B ZAI)Deferred Payment Agreement • February 7th, 2014 • W R Grace & Co • Chemicals & allied products • New York
THIS DEFERRED PAYMENT AGREEMENT (CLASS 7B ZAI) (this “Deferred Payment Agreement (ZAI)”) is made and entered into as of February 3, 2014 by and between W. R. Grace & Co.-Conn., a Connecticut corporation (together with any successor thereto pursuant to the terms and conditions of Section 16, “Grace”), and the WRG Asbestos PD Trust, on behalf of the Holders of US ZAI PD Claims (in such capacity, the “Trust (ZAI)”), a Delaware statutory trust established pursuant to §524(g) of the Bankruptcy Code in accordance with the Plan of Reorganization (as hereinafter defined). Unless otherwise defined herein or the context otherwise requires, all capitalized terms used herein and defined in the Plan of Reorganization shall be used herein as therein defined.
WRG ASBESTOS PROPERTY DAMAGE SETTLEMENT TRUST AGREEMENT WRG ASBESTOS PROPERTY DAMAGE SETTLEMENT TRUST AGREEMENTAsbestos Property Damage Settlement Trust Agreement • February 7th, 2014 • W R Grace & Co • Chemicals & allied products • Delaware
This WRG Asbestos Property Damage Settlement Trust Agreement (this “PD Trust Agreement”), dated the date set forth on the signature page hereof and effective as of the Effective Date, is entered into, pursuant to the First Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code of W. R. Grace & Co., et al., the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants’ Representative, and the Official Committee of Equity Security Holders as Modified Through December 23, 2010 (as it may be amended or modified, the “Plan”), by W. R. Grace & Co. and the other Debtors (collectively, referred to as the “Debtors,” “Grace,” or the “Settlors”), the debtors and debtors-in-possession whose chapter 11 cases are jointly administered under Case No. 01-1139-KJC in the United States Bankruptcy Court for the District of Delaware; the Asbestos PD Future Claimants’ Representative (the “PD FCR”); the Official Committee of Asbestos Property Damage Clai
CREDIT AGREEMENT Dated as of February 3, 2014 among W. R. GRACE & CO., as Holdings, W. R. GRACE & CO.-CONN., as the Borrower, GRACE GMBH & CO. KG, as the German Borrower, GOLDMAN SACHS BANK USA, as Administrative Agent, THE OTHER LENDERS PARTY HERETO...Credit Agreement • February 7th, 2014 • W R Grace & Co • Chemicals & allied products • New York
This CREDIT AGREEMENT is entered into as of February 3, 2014 among W. R. Grace & Co., a Delaware corporation (“Holdings”), W. R. Grace & Co.-Conn., a Connecticut corporation (the “Borrower”), Grace GmbH & Co. KG, a limited partnership organized and existing under the laws of Germany, registered with the local court Mainz under number HRA 11357 (the “German Borrower”), each lender from time to time party hereto and Goldman Sachs Bank USA, as Administrative Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2014 • W R Grace & Co • Chemicals & allied products
THIS REGISTRATION RIGHTS AGREEMENT (this “Registration Rights Agreement”) is entered into as of February 3, 2014 by and between W. R. Grace & Co., a Delaware corporation (the “Company”), and the WRG Asbestos PI Trust (the “Trust”), a Delaware statutory trust established pursuant to §524(g) of Title 11 of the United States Code in accordance with the Plan of Reorganization (as defined below). Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein and defined in the Plan of Reorganization shall be used herein as therein defined.
WARRANT AGREEMENTWarrant Agreement • February 7th, 2014 • W R Grace & Co • Chemicals & allied products • New York
THIS WARRANT AGREEMENT (this “Warrant Agreement”) is made and entered into as of February 3, 2014 by and among W. R. Grace & Co., a Delaware corporation (together with any successor thereto pursuant to the terms and conditions of Section 5.3, the “Company”), the WRG Asbestos PI Trust (the “Trust”), a Delaware statutory trust established pursuant to §524(g) the Bankruptcy Code in accordance with the Plan of Reorganization (as hereinafter defined), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”). Unless otherwise defined herein or the context otherwise requires, all capitalized terms used herein and defined in the Plan of Reorganization shall be used herein as therein defined.
DEFERRED PAYMENT AGREEMENT (CLASS 7A PD)Deferred Payment Agreement • February 7th, 2014 • W R Grace & Co • Chemicals & allied products • New York
THIS DEFERRED PAYMENT AGREEMENT (CLASS 7A PD) (this “Deferred Payment Agreement (PD)”) is made and entered into as of February 3, 2014 by and between W. R. Grace & Co.-Conn., a Connecticut corporation (together with any successor thereto pursuant to the terms and conditions of Section 16, “Grace”), and the WRG Asbestos PD Trust, on behalf of the Holders of Asbestos PD Claims (in such capacity, the “Trust (PD)”), a Delaware statutory trust established pursuant to §524(g) of the Bankruptcy Code in accordance with the Plan of Reorganization (as hereinafter defined). Unless otherwise defined herein or the context otherwise requires, all capitalized terms used herein and defined in the Plan of Reorganization shall be used herein as therein defined.
ASBESTOS INSURANCE TRANSFER AGREEMENTAsbestos Insurance Transfer Agreement • February 7th, 2014 • W R Grace & Co • Chemicals & allied products
This ASBESTOS INSURANCE TRANSFER AGREEMENT (this “Agreement”) is made as of February 3, 2014, by and between the Insurance Contributors identified in Exhibit A to this Agreement and the Asbestos PI Trust. Capitalized terms used herein without definition shall have the meanings given to them in the First Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code of W. R. Grace & Co., et al., the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants’ Representative, and the Official Committee of Equity Security Holders as Modified Through December 23, 2010 (the “Plan”) (as such Plan may be amended, modified, or supplemented from time to time in accordance with the terms thereof).
DEFERRED PAYMENT AGREEMENT (PI)Deferred Payment Agreement (Pi) • February 7th, 2014 • W R Grace & Co • Chemicals & allied products • New York
THIS DEFERRED PAYMENT AGREEMENT (PI) (this “Deferred Payment Agreement (PI)”) is made and entered into as of February 3, 2014 by and between W. R. Grace & Co. Conn, a Connecticut corporation (together with any successor thereto pursuant to the terms and conditions of Section 16, “Grace”), and the WRG Asbestos PI Trust (the “Trust (PI)”), a Delaware statutory trust established pursuant to §524(g) of the Bankruptcy Code in accordance with the Plan of Reorganization (as hereinafter defined). Unless otherwise defined herein or the context otherwise requires, all capitalized terms used herein and defined in the Plan of Reorganization shall be used herein as therein defined.
WRG ASBESTOS PI TRUST AGREEMENTAsbestos Pi Trust Agreement • February 7th, 2014 • W R Grace & Co • Chemicals & allied products • Delaware
This WRG Asbestos PI Trust Agreement (this “PI Trust Agreement”), dated the date set forth on the signature page hereof and effective as of the Effective Date, is entered into, pursuant to the First Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code of W. R. Grace & Co., et al., the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants’ Representative, and the Official Committee of Equity Security Holders as Modified Through December 23, 2010 (as it may be amended or supplemented, the “Plan”), by W. R. Grace & Co. and the other Debtors (collectively referred to as the “Debtors,” “Grace,” or the “Settlors”), the debtors and debtors-in-possession whose chapter 11 cases are jointly administered under Case No. 01-1139-KJC in the United States Bankruptcy Court for the District of Delaware; the Asbestos PI Future Claimants’ Representative (the “Futures Representative”); the Official Committee of Asbestos Personal Injury Claimants
