ALPHA 3 B.V. and ALPHA US BIDCO, INC. as Issuers and the Guarantors party hereto 6.250% Senior Notes due 2025 INDENTURE Dated as of January 31, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • January 15th, 2020 • Atotech LTD • Miscellaneous chemical products • New York
INDENTURE, dated as of January 31, 2017, as amended or supplemented from time to time (this “Indenture”), among Alpha 3 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam and registered with the Dutch Chamber of Commerce under number 66940532 (the “Dutch Co-Issuer”) and Alpha US Bidco, Inc., a Delaware corporation (the “U.S. Co-Issuer” and, together with the Dutch Co-Issuer, the “Issuers”), the Guarantors (as defined herein) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • January 15th, 2020 • Atotech LTD • Miscellaneous chemical products
This Consulting Services Agreement (this Agreement), dated as of 31 January, 2017, is being entered into by and among Alpha US Bidco, Inc., incorporated under the laws of Delaware (registered number 6166321), whose registered office is at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (US BidCo), Atotech UK Topco Limited a limited company incorporated in England and Wales, having its registered office address at c/o The Carlyle Group, Lansdowne House, 57 Berkeley Square, London W1J 6ER (registered number 10533697) (the Company) and Carlyle Investment Management L.L.C., a Delaware limited liability company whose registered office is at 1209 Corporation Trust Center, Orange Street, Wilmington, New Castle, Delaware, 19801 (registered number 2645133) (the Consultant).
CREDIT AGREEMENT DATED AS OF JANUARY 31, 2017 AMONG ALPHA 3 B.V., AS PARENT BORROWER, ALPHA US BIDCO, INC., AS SUBSIDIARY BORROWER, ATOTECH DEUTSCHLAND GMBH, AS GERMAN BORROWER, ATOTECH S.E.A. PTE LTD., AS SINGAPORE BORROWER, ALPHA 2 B.V., AS...Credit Agreement • January 15th, 2020 • Atotech LTD • Miscellaneous chemical products • New York
This CREDIT AGREEMENT is entered into as of January 31, 2017, among ALPHA 3 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and registered with the Dutch trade register under number 66940532 (the “Parent Borrower”), ALPHA US BIDCO, INC., a Delaware corporation (the “Subsidiary Borrower”), ATOTECH DEUTSCHLAND GMBH, a company organized and existing under the laws of Germany with principal offices located at Erasmusstrasse 20, Berlin, Germany 10553 (the “German Borrower”), ATOTECH S.E.A. PTE LTD., a private company limited by shares incorporated under the laws of Singapore with company registration no. 198904489 (the “Singapore Borrower”, and together with the German Borrower, Parent Borrower and Subsidiary Borrower, the “Borrowers”), ALPHA 2 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • January 15th, 2020 • Atotech LTD • Miscellaneous chemical products • New York
This Amendment No. 1, dated as of May 30, 2018 (this “Amendment”), to that certain Credit Agreement, dated as of January 31, 2017 (as amended, restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of this Amendment, the “Credit Agreement”; the Credit Agreement, after giving effect to the effectiveness of this Amendment, the “Amended Credit Agreement”), by and among ALPHA 3 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, with corporate seat in De Meern and registered with the Dutch trade register under number 66940532 (the “Parent Borrower”), ALPHA US BIDCO, INC., a Delaware corporation (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Incremental Borrowers” or “you”), ATOTECH DEUTSCHLAND GMBH, a company organized and existing under the laws of Germany with principal offices located at Erasmusstrasse 20, Berlin, Germa
