AMENDED AND RESTATED CREDIT AGREEMENT amended and restated as of October 31, 2013 among MACDERMID HOLDINGS, LLC, MACDERMID, INCORPORATED and PLATFORM ACQUISITION HOLDINGS LIMITED as the Borrowers, CERTAIN SUBSIDIARIES OF MACDERMID HOLDINGS, LLC, and...Credit Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • New York
This Amended and Restated Credit Agreement is amended and restated as of October 31, 2013 among MACDERMID HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MACDERMID, INCORPORATED, a Connecticut corporation (“MacDermid”), as a Revolving Credit Borrower and a Term Loan Borrower (each as defined below), PLATFORM ACQUISITION HOLDINGS LIMITED (“PAH”), as a Revolving Credit Borrower, certain Subsidiaries of Holdings and PAH from time to time party hereto (each a “Subsidiary Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”), as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) and L/C Issuer and Credit Suisse AG, as L/C Issuer solely with respect to Existing Letters of Credit, with CREDIT SUISSE SECURITIES (USA) LLC, as syndication agent (in such c
PLATFORM ACQUISITION HOLDINGS LIMITED and THE DIRECTORS OF PLATFORM ACQUISITION HOLDINGS LIMITED and BERGGRUEN ACQUISITION HOLDINGS IV LTD. and MARIPOSA ACQUISITION, LLC and BARCLAYS BANK PLC and CITIGROUP GLOBAL MARKETS LIMITED PLACING AGREEMENT...Placing Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products
are to be made available only to QIBs (as defined below), Mariposa Acquisition, LLC and Pershing Square II, LP pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither the Shares nor the Warrants shall be registered under the Securities Act.
PLATFORM SPECIALTY PRODUCTS CORPORATION INCENTIVE STOCK OPTION AGREEMENT FOR AgreementIncentive Stock Option Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • Delaware
PLATFORM SPECIALTY PRODUCTS CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT FOR AgreementNon-Qualified Stock Option Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • Delaware
Letterhead of MacDermid]Severance Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products
TO: THE UNDERSIGNED FUNDS MANAGED BY PERSHING SQUARE CAPITAL MANAGEMENT, L.P. Re: Affiliate Securityholders’ AgreementAffiliate Securityholders’ Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • Delaware
Each Holder of Ordinary Shares of no par value of PAHL (the “Shares”) and Platform Acquisition Holdings Limited, a company limited by shares incorporated with limited liability under the laws of the British Virgin Islands (“PAHL”) have agreed to the following terms, conditions and provisions of this Holder Securityholders’ Agreement (this “Agreement”). “Holder” shall refer to each undersigned holder of Shares and any transferee of such Holder that is an affiliate of the Holder at the time of the transfer, or is an affiliate of, or fund managed by, Pershing Square Capital Management, L.P.; provided that such transferee executes a customary joinder to this Securityholders’ Agreement. “Holders” shall refer collectively to the Holders.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • Delaware
This DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (the “Agreement”), is made and entered into this [ ] day of [ ], 201[ ], by and among Platform Specialty Products Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
Letterhead of MacDermid]Severance Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • Delaware
This ADVISORY SERVICES AGREEMENT (this “Agreement”), dated as of October 31, 2013 (the “Effective Date”), is entered into by and between Platform Specialty Products Corporation (f/k/a Platform Acquisition Holdings Limited) (the “Company”), and Mariposa Capital, LLC, a Delaware limited liability company (“Advisor”).
PLATFORM ACQUISITION HOLDINGS LIMITED Nemours Chambers Road Town Tortola British Virgin IslandsBusiness Combination Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products
TO: PLATFORM ACQUISITION HOLDINGS LIMITED PLATFORM DELAWARE HOLDINGS, INC. Re: Retaining Holder Securityholders’ AgreementRetaining Holder Securityholders’ Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • Delaware
Reference is made to the Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”), dated as of October 10, 2013, by and among Platform Acquisition Holdings Limited, a company limited by shares incorporated with limited liability under the laws of the British Virgin Islands (“PAHL”), Platform Delaware Holdings, Inc., a Delaware corporation and direct wholly owned subsidiary of PAHL (“Platform Holdco”), Platform Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Platform Holdco (“Merger Sub”), MacDermid Holdings, LLC, a Delaware limited liability company (“MD Holdings”), Tartan Holdings, LLC, a Delaware limited liability company (“Tartan”), MacDermid, Incorporated, a Connecticut corporation (the “Company”), and the other parties named therein, pursuant to which, through a series of steps, PAHL will acquire the equity, business and operations of the Company (the “Business Combination”). Capitalized terms used and not otherw
Letterhead of MacDermid Inc.]Severance Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products
PLATFORM SPECIALTY PRODUCTS CORPORATION RESTRICTED STOCK AGREEMENT FORRestricted Stock Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • Delaware
Memorandum of AgreementMemorandum of Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products
MacDermid, Incorporated (“MacDermid”) and John L. Cordani (“Cordani”) hereby enter into this agreement of employment on this 9th day of July, 2001. The parties hereto agree as follows:
