0001104659-05-061029 Sample Contracts

Contract
Credit Agreement • December 15th, 2005 • Rockwood Holdings, Inc. • Chemicals & allied products • New York

THIRD AMENDMENT, dated as of December 13, 2005 (this “Amendment”), to the CREDIT AGREEMENT dated as of July 30, 2004 (as amended by the First Amendment, dated as of October 8, 2004 and by the Second Amendment, dated as of December 10, 2004 and as otherwise amended, supplemented or modified from time to time, 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”), ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation (“Holdings”), the lending institutions from time to time parties thereto, CREDIT SUISSE (formerly known as Credit Suisse First Boston) (“Credit Suisse”), acting through its Cayman Islands Branch, as Administrative Agent and as Collateral Agent, and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), and USB SECURITIES LLC (“UBS”), as Co-Syndication Agents.

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