FORM OF CONTRIBUTION AND EXCHANGE AGREEMENT dated as of , 2012 by and among MACDERMID, INCORPORATED, MACDERMID GROUP, INC., MACDERMID HOLDINGS, LLC and MACDERMID, INCORPORATED PROFIT SHARING AND EMPLOYEE SAVINGS PLANContribution and Exchange Agreement • June 4th, 2012 • MacDermid Group Inc. • Miscellaneous chemical products • Delaware
This is a Contribution and Exchange Agreement (this “Agreement”) dated as of , 2012, by and among MacDermid, Incorporated, a Connecticut corporation (“MacDermid, Incorporated”), MacDermid Group, Inc., a Delaware corporation (the “Company”), MacDermid Holdings, LLC, a Delaware limited liability company (“Holdings”), and MacDermid, Incorporated Profit Sharing and Employee Savings Plan (the “Savings Plan” and, together with Holdings, the “Stockholders”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 4th, 2012 • MacDermid Group Inc. • Miscellaneous chemical products • New York
FOURTH AMENDMENT dated as of May 18, 2012 (this “Amendment”), to the 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, dated as of November 29, 2011, and as otherwise amended, restated, supplemented, waived or otherwise modified prior to the date hereof, 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 AG, as Administrative Agent and as Collateral Agent, and the other agents party thereto.
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • June 4th, 2012 • MacDermid Group Inc. • Miscellaneous chemical products • Delaware
THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of , 2012 by and between MacDermid Group, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
FORM OF FIRST CLARIFYING AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MACDERMID HOLDINGS, LLC A Delaware Limited Liability Company Dated as of , 2012Limited Liability Company Operating Agreement • June 4th, 2012 • MacDermid Group Inc. • Miscellaneous chemical products • Delaware
This FIRST CLARIFYING AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MACDERMID HOLDINGS, LLC, dated as of , 2012 (this “Amendment”), is by and among the parties listed on the signature pages hereto. Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Existing Agreement (as defined below).
