FORM OF MANAGEMENT STOCKHOLDER'S AGREEMENTManagement Stockholder's Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • Delaware
This Management Stockholder's Agreement (this "Agreement") is entered into as of February 2, 2001 between K-L Holdings, Inc., a Delaware corporation (the "Company"), and the undersigned person (the "Management Stockholder") (the Company and the Management Stockholder being hereinafter collectively referred to as the "Parties"). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) hereof.
CREDIT AGREEMENT Dated as of July 23, 2003 among ROCKWOOD SPECIALTIES GROUP, INC., as US Borrower ROCKWOOD SPECIALTIES LIMITED, as UK Borrower ROCKWOOD SPECIALTIES INTERNATIONAL, INC., as a Guarantor ROCKWOOD SPECIALTIES CONSOLIDATED, INC. and...Credit Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • New York
CREDIT AGREEMENT dated as of July 23, 2003, among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), ROCKWOOD SPECIALTIES LIMITED, a company incorporated under the laws of England and Wales (the "UK Borrower"), ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), ROCKWOOD SPECIALTIES CONSOLIDATED, INC., a Delaware corporation ("PIK Holdco"), ROCKWOOD HOLDINGS, INC., a Delaware corporation ("Parent" and, together with PIK Holdco, the "Parent Companies"), the lending institutions from time to time parties hereto (each a "Lender" and, collectively, the "Lenders"), JPMORGAN CHASE BANK, as Administrative Agent (such term and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent, and GOLDMAN SACHS CREDIT PARTNERS L.P. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.
FORM OF SECURITY AGREEMENTSecurity Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • New York
THIS SECURITY AGREEMENT dated as of July 23, 2003, among ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), each of the Subsidiaries of the US Borrower listed on Annex A hereto (each such undersigned Subsidiary being a "Subsidiary Grantor" and collectively the "Subsidiary Grantors"; the Subsidiary Grantors, Holdings and the US Borrower are referred to collectively as the "Grantors") and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "Administrative Agent") for the lenders ("Lenders") from time to time party to the Credit Agreement dated as of July 23, 2003 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the US Borrower, Rockwood Specialties Limited, a company incorporated under the laws of England and Wales (the "UK Borrower" and, together with the US Borrower, the "Borrowers"), Holdings, Rockwoo
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • Delaware
You have entered into a Management Stockholder's Agreement, dated as of , 2001 between K-L Holdings, Inc., a Delaware corporation ("the Company"), and you (the "Stockholder's Agreement") relating to the purchase from the Company of shares of the common stock, par value $0.01 per share, of the Company (the "Common Stock"). The undersigned, KKR Partners II, L.P. and KKR 1996 Fund L.P., each a Delaware limited partnership (each a "KKR Partner" and together, "KKR Partners"), also have purchased shares of Common Stock and hereby agree with you as follows, effective upon such purchase of Common Stock by you:
FORM OF PLEDGE AGREEMENTPledge Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • New York
PLEDGE AGREEMENT dated as of July 23, 2003, among ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), the undersigned Subsidiaries of the US Borrower listed on Schedule 1 hereto (each a "Subsidiary Pledgor" and, collectively, the "Subsidiary Pledgors"; the US Borrower, Holdings and the Subsidiary Pledgors are referred to collectively herein as the "Pledgors") and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "Administrative Agent") for the lenders (the "Lenders") from time to time parties to the Credit Agreement dated as of July 23, 2003 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the US Borrower, Rockwood Specialties Limited, a company incorporated under the laws of England and Wales (the "UK Borrower" and, together with the US Borrower, the "Borrowers"), Holdings, Rockwood Specialties Conso
REGISTRATION RIGHTS AGREEMENT Dated as of July 23, 2003 among ROCKWOOD SPECIALTIES GROUP, INC. ROCKWOOD PIGMENTS NA, INC. LUREX INC. ADVANTIS TECHNOLOGIES, INC. ALPHAGARY CORPORATION ELECTROCHEMICALS, INC. CYANTEK CORPORATION COMPUGRAPHICS U.S.A. INC....Registration Rights Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • New York
This Agreement is made pursuant to the Purchase Agreement dated July 9, 2003 by and among the Company, the Guarantors and the Initial Purchasers (the "Purchase Agreement"), which provides for the issue and sale by the Company and the purchase by the Initial Purchasers of $375,000,000 aggregate principal amount of the Company's 105/8% Senior Subordinated Notes due 2011 (the "Notes"). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement. Capitalized terms used herein but not defined shall have the meaning ascribed thereto in the indenture dated as of July 23, 2003, by and among the Company, the Guarantors and The Bank of New York, as Trustee, pursuant to which the
EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • New York
EMPLOYMENT AGREEMENT (the "Agreement") entered into as of September 28, 2001 (the "Effective Date") by and between Rockwood Holdings, Inc. (the "Company") and Seifollah Ghasemi (the "Executive").
LAPORTE INC. FORM EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2003 • Rockwood Specialties Group Inc
We are pleased to confirm your employment as Vice President, General Counsel & Secretary of Laporte Inc. ("Employer") on a full time and exclusive basis. You will have direct reporting responsibility to Bryan A. Hall, although we reserve the right to change your responsibilities or job title.
PLEDGE AGREEMENTPledge Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • New York
PLEDGE AGREEMENT, dated this day of , 2001, made by [NAME] (the "Pledgor") in favor of Rockwood Specialties Inc., a company formed under the laws of the State of Delaware (the "Company").
LEASE AGREEMENT by and between ADVA 15 (GA) LLC, a Delaware limited liability company as LANDLORD and ADVANTIS TECHNOLOGIES, INC., a Delaware corporation, as TENANT Premises: 1400 Bluegrass Lakes Parkway Alpharetta, GA Dated as of: June 25, 2002Lease Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • New York
LEASE AGREEMENT, made as of this 25th day of June, 2002, between ADVA 15 (GA) LLC, a Delaware limited liability company ("Landlord"), with an address c/o W.P. Carey & Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York 10020, and ADVANTIS TECHNOLOGIES, INC., a Delaware corporation ("Tenant"), with an address at 1400 Bluegrass Lakes Parkway, Alpharetta, Georgia 30004.
DATED 25 SEPTEMBER, 2000 LAPORTE PLC andBusiness and Share Sale and Purchase Agreement • October 14th, 2003 • Rockwood Specialties Group Inc
Laporte Plc whose registered office is at Nations House, 103 Wigmore Street, London W1H 9AB (registered in England number 96356) (the "Seller")
FORM OF GUARANTEEGuarantee • October 14th, 2003 • Rockwood Specialties Group Inc • New York
GUARANTEE dated as of July 23, 2003, made among ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), each of the subsidiaries of ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), listed on Annex A hereto (each such subsidiary individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"; the Subsidiary Guarantors and Holdings are referred to collectively as the "Guarantors") and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "Administrative Agent") for the lenders (the "Lenders") from time to time parties to the Credit Agreement dated as of July 23, 2003 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the US Borrower, Rockwood Specialties Limited, a company incorporated under the laws of England and Wales (the "UK Borrower" and, together with the US Borrower, the "Borrowers"), Holdings, Rockwood Specialties Consolidated, In
QuickLinks -- Click here to rapidly navigate through this documentCredit Agreement • October 14th, 2003 • Rockwood Specialties Group Inc • New York
AMENDMENT No. 1 dated as of September 29, 2003 (this "Amendment"), to the Credit Agreement dated as of July 23, 2003 (the "Credit Agreement"), among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), ROCKWOOD SPECIALTIES LIMITED, a company incorporated under the laws of England and Wales (the "UK Borrower" and, together with the US Borrower, the "Borrowers"), ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), ROCKWOOD SPECIALTIES CONSOLIDATED, INC., a Delaware corporation ("PIK Holdco"), ROCKWOOD HOLDINGS, INC., a Delaware corporation ("Parent" and, together with PIK Holdco, the "Parent Companies"), the lenders from time to time parties thereto (the "Lenders"), JPMORGAN CHASE BANK, as Administrative Agent (in such capacity, the "Administrative Agent"), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent, and GOLDMAN SACHS CREDIT PARTNERS L.P. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.
