REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • New York
REGISTRATION RIGHTS AGREEMENT, dated as of November 20, 2000, among K-L HOLDINGS, INC., a Delaware corporation (the "Company"), KKR 1996 Fund L.P., a Delaware limited partnership (the "KKR Fund"), and KKR Partners II, L.P., a Delaware limited partnership ("KKR Partners II" and, together with the KKR Fund, the "KKR Partnerships").
WARRANT AGREEMENT Dated as of July 23, 2003 between ROCKWOOD HOLDINGS, INC. and KKR MILLENNIUM FUND L.P.Warrant Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • Delaware
FOR VALUE RECEIVED, hereby sells, assigns and transfers unto , whose address is , this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint , Attorney to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution.
AMENDED AND RESTATED MANAGEMENT STOCKHOLDER'S AGREEMENTManagement Stockholder's Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • Delaware
This Amended and Restated Management Stockholder's Agreement (this "Agreement") is entered into as of October , 2004 between Rockwood 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 26 hereof.
AMENDED AND RESTATED SALE PARTICIPATION AGREEMENTSale Participation Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • Delaware
You have entered into an Amended and Restated Management Stockholder's Agreement, dated as of October , 2004 between Rockwood Holdings, Inc., a Delaware corporation (the "Company"), and you (the "Stockholder's Agreement") to amend and restate the Management Stockholder's Agreement, dated as of [DATE] between the Company and you relating to the purchase by you from the Company of [NUMBER] shares (the "Existing Purchased Stock") of common stock, par value $0.01 per share, of the Company (the "Common Stock") and a receipt by you from the Company of an option to acquire [NUMBER] shares of Common Stock from the Company (the "Existing Option") and to set forth the terms and conditions of your rights as Management Stockholder with respect to the [NUMBER] additional shares of Common Stock purchased by you under the Stockholder's Agreement, a new option to purchase shares of Common Stock (the "New Option" and, together with the Existing Option, the "Options") granted to you by the Company, the
AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • February 11th, 2005 • Rockwood Holdings, Inc.
This Agreement (the "Amendment"), dated as of October 15, 2004, made by and between Rockwood Holdings, Inc. (formerly known as K-L Holdings, Inc.), a Delaware corporation, (hereinafter referred to as the "Company"), and Thomas J. Riordan, an employee of the Company or of a Subsidiary or Affiliate (hereinafter referred to as the "Optionee").
STOCKHOLDERS AGREEMENTStockholders Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • New York
STOCKHOLDERS AGREEMENT, dated as of July 29, 2004, by and among Rockwood Holdings, Inc. (the "Company"), KKR 1996 Fund, L.P. ("1996 Fund"), KKR Partners II, L.P. ("KKR II"), KKR Millennium Fund, L.P. ("KKR Millennium"), KKR Partners III, L.P. ("KKR III"), KKR European Fund, Limited Partnership ("KKR European" and together with 1996 Fund, KKR II, KKR Millennium and KKR III, the "KKR Entities") and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (collectively, the "DLJ Entities"). Each of the KKR Entities and the DLJ Entities are referred to individually as a "Stockholder" and, collectively, as the "Stockholders".
SALE PARTICIPATION AGREEMENTSale Participation Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • Delaware
You have entered into a Management Stockholder's Agreement, dated as of November 30, 2004 between Rockwood Holdings, Inc., a Delaware corporation (the "Company"), and you (the "Stockholder's Agreement") relating to the purchase by you from the Company of shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") and receipt by you from the Company of an option to purchase shares of Common Stock from the Company (the "Option"). The undersigned, KKR 1996 Fund L.P., KKR Partners II, L.P., KKR Millennium Fund, L.P., KKR Partners III, L.P. and KKR European Fund, Limited Partnership (collectively, the "KKR Partners"), also have purchased shares of Common Stock and hereby agree with you as follows, effective upon such purchase of Common Stock and receipt an of Option by you:
SUPPLEMENT NO. 2 TO INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • New York
Supplement No. 2 dated as of January 14, 2005 (this "Supplement") to the Investors' Rights Agreement dated as of November 20, 2000 (the "Agreement") among Rockwood Holdings, Inc. (formerly known as K-L Holdings, Inc.), a Delaware corporation (the "Company") and each of the shareholders thereof, as referred to therein (as amended and supplemented by Amendment and Supplement No.1 to Investors' Rights Agreement). Capitalized terms used but not defined in this Supplement are used with the meanings given to such terms in the Agreement.
INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • New York
This Investors' Rights Agreement (this "Agreement") is entered into as of November 20, 2000 among K-L HOLDINGS, INC., a Delaware corporation (the "Company"), each of the parties listed on Schedule I attached hereto ("Investors"), KKR 1996 FUND L.P. (the "KKR Fund") and KKR PARTNERS II, L.P. ("KKR Partners II" and, together with the KKR Fund, the "KKR Investors"). The Company, the Investors and the KKR Investors are hereinafter collectively referred to as the "Parties".
QuickLinks -- Click here to rapidly navigate through this documentRegistration Rights Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • New York
FIRST AMENDMENT, dated as of July 23, 2003 (this "First Amendment"), to the Registration Rights Agreement, dated as of November 20, 2000 (the "Registration Rights Agreement"), among Rockwood Holdings, Inc. (formerly known as K-L Holdings, Inc.), a Delaware corporation (the "Company"), KKR 1996 Fund L.P., a Delaware limited partnership (the "KKR 1996 Fund"), KKR Partners II, L.P., a Delaware limited partnership ("KKR Partners II") and KKR Millennium Fund L.P., a Delaware limited partnership ("KKR Millennium Fund"). All capitalized terms used herein and not otherwise defined shall have the meanings given them in the Registration Rights Agreement.
QuickLinks -- Click here to rapidly navigate through this documentSupplemental Indenture • February 11th, 2005 • Rockwood Holdings, Inc. • New York
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of July 31, 2004, by and among CERAMTEC NORTH AMERICA INNOVATIVE CERAMIC ENGINEERING CORPORATION, CHEMETALL CHEMICAL PRODUCTS INC., CHEMETALL CORPORATION, CHEMETALL FOOTE CORP., FOOTE CHILE HOLDING COMPANY, OAKITE PRODUCTS, INC. AND SACHTLEBEN CORPORATION (each, a "New Guarantor" and collectively, the "New Guarantors"), each, an indirect subsidiary of ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "Company" or the "Issuer"), the Company and THE BANK OF NEW YORK, a New York banking corporation, as trustee under the Indenture referred to below (the "Trustee").
PIK BRIDGE LOAN AGREEMENT among The Lenders from Time to Time Party Hereto, MERRILL LYNCH CAPITAL CORPORATION, as Agent, Dated as of November 20, 2000 MERRILL LYNCH INTERNATIONAL, as ArrangerPik Bridge Loan Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • New York
This PIK BRIDGE LOAN AGREEMENT is dated as of November 20, 2000, and is made among K-L SUB 1, INC., a Delaware corporation, as borrower (the "Borrower"), the Lenders (as defined in Section 1), Merrill Lynch Capital Corporation, as Agent (the "Agent"), Merrill Lynch International, as Arranger, (in such capacity, the "Arranger").
MANAGEMENT STOCKHOLDER'S AGREEMENTManagement Stockholder's Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • Delaware
This Management Stockholder's Agreement (this "Agreement") is entered into as of November 30, 2004 between Rockwood 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 26 hereof.
AMENDMENT AND SUPPLEMENT NO. 1 TO INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • New York
AMENDMENT AND Supplement No. 1 dated as of February 7, 2001 (this "Amendment") to the Investors' Rights Agreement dated as of November 20, 2000 (the "Agreement") among Rockwood Holdings, Inc. (formerly known as K-L Holdings, Inc.), a Delaware corporation (the "Company"), each of the parties listed on Schedule I attached thereto (the "Investors"), KKR 1996 Fund L.P. (the "KKR Fund"), KKR Partners II, L.P. ("KKR Partners II" and, together with the KKR Fund, the "KKR Investors") and Allianz Lebensversicherungs-AG, Stuttgart (the "New Investor"). Capitalized terms used but not defined in this Amendment are used with the meanings given to such terms in the Agreement.
