Exhibit 10.1


 


EXECUTION VERSION




 





 


AMENDED AND RESTATED CREDIT AGREEMENT


 


Dated as of June 15, 2009


 


among


 


ROCKWOOD SPECIALTIES GROUP, INC.,

as US Borrower


 


ROCKWOOD SPECIALTIES LIMITED,

as UK Borrower


 


ROCKWOOD SPECIALTIES INTERNATIONAL, INC.,

as a Guarantor


 


The Several Lenders

from Time to Time Parties Hereto


 


CREDIT SUISSE,

as Administrative Agent


 






 


CREDIT SUISSE,


UBS SECURITIES LLC


and


GOLDMAN SACHS CREDIT PARTNERS L.P.,




as Joint Lead Arrangers and
Joint Bookrunners


 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  SECTION 1.

  	
  Definitions

  	
  1

  
	
  1.1.

  	
  Defined Terms

  	
  1

  
	
  1.2.

  	
  Exchange Rates

  	
  61

  
	
  1.3.

  	
  Redenomination
  of Certain Foreign Currencies

  	
  62

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  Amount and Terms
  of Credit

  	
  63

  
	
  2.1.

  	
  Commitments

  	
  63

  
	
  2.2.

  	
  Minimum Amount
  of Each Borrowing; Maximum Number of Borrowings

  	
  68

  
	
  2.3.

  	
  Notice of
  Borrowing

  	
  68

  
	
  2.4.

  	
  Disbursement of
  Funds

  	
  70

  
	
  2.5.

  	
  Repayment of
  Loans; Evidence of Debt

  	
  71

  
	
  2.6.

  	
  Conversions and
  Continuations

  	
  75

  
	
  2.7.

  	
  Pro Rata
  Borrowings

  	
  77

  
	
  2.8.

  	
  Interest

  	
  77

  
	
  2.9.

  	
  Interest Periods

  	
  78

  
	
  2.10.

  	
  Increased
  Costs, Illegality, etc.

  	
  79

  
	
  2.11.

  	
  Compensation

  	
  82

  
	
  2.12.

  	
  Change of
  Lending Office

  	
  82

  
	
  2.13.

  	
  Notice of
  Certain Costs

  	
  83

  
	
  2.14.

  	
  Incremental
  Facilities

  	
  83

  
	
  2.15.

  	
  Incremental
  Refinancing Facilities

  	
  85

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  Letters of
  Credit

  	
  88

  
	
  3.1.

  	
  Letters of
  Credit

  	
  88

  
	
  3.2.

  	
  Letter of Credit
  Requests

  	
  89

  
	
  3.3.

  	
  Letter of Credit
  Participations

  	
  90

  
	
  3.4.

  	
  Agreement to
  Repay Letter of Credit Drawings

  	
  92

  
	
  3.5.

  	
  Increased Costs

  	
  94

  
	
  3.6.

  	
  Successor Letter
  of Credit Issuer

  	
  94

  
	
  3.7.

  	
  Defaulting
  Lenders and Letters of Credit

  	
  95

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  Fees;
  Commitments

  	
  96

  
	
  4.1.

  	
  Fees

  	
  96

  
	
  4.2.

  	
  Voluntary
  Reduction of Revolving Credit Commitments and Extended Revolving Credit
  Commitments

  	
  97

  
	
  4.3.

  	
  Mandatory
  Termination of Commitments

  	
  98

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  Payments

  	
  99

  
	
  5.1.

  	
  Voluntary
  Prepayments

  	
  99

  
	
  5.2.

  	
  Mandatory
  Prepayments

  	
  100

  
	
  5.3.

  	
  Method and Place
  of Payment

  	
  104

  
	
  5.4.

  	
  Net Payments

  	
  105

  
	
  5.5.

  	
  Computations of
  Interest and Fees

  	
  108

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  Conditions
  Precedent to Initial Borrowing

  	
  109

  
	
  6.1.

  	
  Credit Documents

  	
  109

  



 


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  6.2.

  	
  Collateral

  	
  110

  
	
  6.3.

  	
  Legal Opinions

  	
  112

  
	
  6.4.

  	
  Receipt of Senior Subordinated Notes and Senior
  Subordinated Loan Agreement Proceeds

  	
  113

  
	
  6.5.

  	
  Equity Contributions

  	
  113

  
	
  6.6.

  	
  Closing Certificates

  	
  113

  
	
  6.7.

  	
  Corporate Proceedings of Each Credit Party

  	
  113

  
	
  6.8.

  	
  Corporate Documents

  	
  114

  
	
  6.9.

  	
  Fees

  	
  114

  
	
  6.10.

  	
  Escrow Agreements; Acquisition

  	
  114

  
	
  6.11.

  	
  Patriot Act

  	
  114

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  Conditions Precedent to All Credit Events; Certain
  Funds Period; Clean-Up Period; Conditions Precedent to Restatement Date

  	
  115

  
	
  7.1.

  	
  No Default; Representations and Warranties

  	
  115

  
	
  7.2.

  	
  Notice of Borrowing; Letter of Credit Request

  	
  115

  
	
  7.3.

  	
  Certain Funds Period

  	
  115

  
	
  7.4.

  	
  Clean-Up Period

  	
  117

  
	
  7.5.

  	
  UK Borrower

  	
  118

  
	
  7.6.

  	
  Revolving Credit Loans and Extended Revolving Credit
  Loans

  	
  118

  
	
  7.7.

  	
  Conditions Precedent to Restatement Date

  	
  118

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  Representations, Warranties and Agreements

  	
  118

  
	
  8.1.

  	
  Corporate Status

  	
  118

  
	
  8.2.

  	
  Corporate Power and Authority

  	
  119

  
	
  8.3.

  	
  No Violation

  	
  119

  
	
  8.4.

  	
  Litigation

  	
  119

  
	
  8.5.

  	
  Margin Regulations

  	
  119

  
	
  8.6.

  	
  Governmental Approvals

  	
  119

  
	
  8.7.

  	
  Investment Company Act

  	
  120

  
	
  8.8.

  	
  True and Complete Disclosure

  	
  120

  
	
  8.9.

  	
  Financial Condition; Financial Statements

  	
  120

  
	
  8.10.

  	
  Tax Returns and Payments

  	
  120

  
	
  8.11.

  	
  Compliance with ERISA

  	
  121

  
	
  8.12.

  	
  Subsidiaries

  	
  122

  
	
  8.13.

  	
  Patents, etc.

  	
  122

  
	
  8.14.

  	
  Environmental Laws

  	
  122

  
	
  8.15.

  	
  Properties

  	
  122

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  Affirmative Covenants

  	
  123

  
	
  9.1.

  	
  Information Covenants

  	
  123

  
	
  9.2.

  	
  Books, Records and Inspections

  	
  126

  
	
  9.3.

  	
  Maintenance of Insurance

  	
  126

  
	
  9.4.

  	
  Payment of Taxes

  	
  127

  
	
  9.5.

  	
  Consolidated Corporate Franchises

  	
  127

  
	
  9.6.

  	
  Compliance with Statutes, Obligations, etc.

  	
  127

  
	
  9.7.

  	
  ERISA

  	
  127

  



 


ii

















 


	
  9.8.

  	
  Good Repair

  	
  128

  
	
  9.9.

  	
  Transactions with Affiliates

  	
  128

  
	
  9.10.

  	
  End of Fiscal Years; Fiscal Quarters

  	
  128

  
	
  9.11.

  	
  Additional Guarantors and Grantors

  	
  129

  
	
  9.12.

  	
  Pledges of Additional Stock and Evidence of
  Indebtedness

  	
  130

  
	
  9.13.

  	
  Use of Proceeds

  	
  132

  
	
  9.14.

  	
  Changes in Business

  	
  133

  
	
  9.15.

  	
  Further Assurances

  	
  133

  
	
  9.16.

  	
  UK Borrower

  	
  134

  
	
  9.17.

  	
  Sale and Purchase Agreement

  	
  134

  
	
  9.18.

  	
  Post-Closing Obligations

  	
  134

  
	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  Negative Covenants

  	
  136

  
	
  10.1.

  	
  Limitation on Indebtedness

  	
  136

  
	
  10.2.

  	
  Limitation on Liens

  	
  139

  
	
  10.3.

  	
  Limitation on Fundamental Changes

  	
  141

  
	
  10.4.

  	
  Limitation on Sale of Assets

  	
  144

  
	
  10.5.

  	
  Limitation on Investments

  	
  145

  
	
  10.6.

  	
  Limitation on Dividends

  	
  148

  
	
  10.7.

  	
  Limitations on Debt Payments and Amendments

  	
  150

  
	
  10.8.

  	
  Limitations on Sale Leasebacks

  	
  151

  
	
  10.9.

  	
  Senior Secured Debt to Consolidated EBITDA Ratio

  	
  151

  
	
  10.10.

  	
  Consolidated EBITDA to Consolidated Interest Expense
  Ratio

  	
  151

  
	
  10.11.

  	
  Capital Expenditures

  	
  151

  
	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
  Events of Default

  	
  152

  
	
  11.1.

  	
  Payments

  	
  152

  
	
  11.2.

  	
  Representations, etc.

  	
  152

  
	
  11.3.

  	
  Covenants

  	
  152

  
	
  11.4.

  	
  Default Under Other Agreements

  	
  153

  
	
  11.5.

  	
  Bankruptcy, etc.

  	
  153

  
	
  11.6.

  	
  ERISA

  	
  154

  
	
  11.7.

  	
  Guarantee

  	
  154

  
	
  11.8.

  	
  Pledge Agreement

  	
  154

  
	
  11.9.

  	
  Security Agreement

  	
  154

  
	
  11.10.

  	
  Mortgages

  	
  154

  
	
  11.11.

  	
  Foreign Guarantees

  	
  155

  
	
  11.12.

  	
  Foreign Security Documents

  	
  155

  
	
  11.13.

  	
  Subordination

  	
  155

  
	
  11.14.

  	
  Judgments

  	
  155

  
	
  11.15.

  	
  Change of Control

  	
  155

  
	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
  The Administrative Agent

  	
  156

  
	
  12.1.

  	
  Appointment

  	
  156

  
	
  12.2.

  	
  Delegation of Duties

  	
  156

  
	
  12.3.

  	
  Exculpatory Provisions

  	
  156

  
	
  12.4.

  	
  Reliance by Administrative Agent

  	
  157

  



 


iii

















 


	
  12.5.

  	
  Notice of Default

  	
  157

  
	
  12.6.

  	
  Non-Reliance on Administrative Agent and Other
  Lenders

  	
  158

  
	
  12.7.

  	
  Indemnification

  	
  158

  
	
  12.8.

  	
  Administrative Agent in its Individual Capacity

  	
  159

  
	
  12.9.

  	
  Successor Agent

  	
  159

  
	
  12.10.

  	
  Withholding Tax

  	
  159

  
	
   

  	
   

  	
   

  
	
  SECTION 13.

  	
  Collateral Allocation Mechanism

  	
  160

  
	
  13.1.

  	
  Implementation of CAM

  	
  160

  
	
  13.2.

  	
  Letters of Credit

  	
  161

  
	
  13.3.

  	
  Net Payments Upon Implementation of CAM Exchange

  	
  162

  
	
   

  	
   

  	
   

  
	
  SECTION 14.

  	
  Miscellaneous

  	
  163

  
	
  14.1.

  	
  Amendments and Waivers

  	
  163

  
	
  14.2.

  	
  Notices

  	
  165

  
	
  14.3.

  	
  No Waiver; Cumulative Remedies

  	
  166

  
	
  14.4.

  	
  Survival of Representations and Warranties

  	
  167

  
	
  14.5.

  	
  Payment of Expenses and Taxes

  	
  167

  
	
  14.6.

  	
  Successors and Assigns; Participations and
  Assignments

  	
  167

  
	
  14.7.

  	
  Replacements of Lenders under Certain Circumstances

  	
  172

  
	
  14.8.

  	
  Adjustments; Set-off

  	
  172

  
	
  14.9.

  	
  Counterparts

  	
  173

  
	
  14.10.

  	
  Severability

  	
  173

  
	
  14.11.

  	
  Integration

  	
  173

  
	
  14.12.

  	
  GOVERNING LAW

  	
  173

  
	
  14.13.

  	
  Submission to Jurisdiction; Waivers

  	
  173

  
	
  14.14.

  	
  Acknowledgments

  	
  174

  
	
  14.15.

  	
  WAIVERS OF JURY TRIAL

  	
  174

  
	
  14.16.

  	
  Confidentiality

  	
  174

  
	
  14.17.

  	
  Judgment Currency

  	
  175

  
	
  14.18.

  	
  Permitted Amendments

  	
  176

  
	
  14.19.

  	
  Effect of the Amendment and Restatement

  	
  176

  



 


SCHEDULES


 


	
  Schedule 1.1 (a)

  	
  Additional Cost

  
	
  Schedule 1.1 (b)

  	
  Mortgaged Properties

  
	
  Schedule 1.1 (c)

  	
  Commitments and Addresses of Lenders

  
	
  Schedule 8.12

  	
  Subsidiaries

  
	
  Schedule 10.1

  	
  Closing Date Indebtedness

  
	
  Schedule 10.2

  	
  Closing Date Liens

  
	
  Schedule 10.5

  	
  Closing Date Investments

  



 


EXHIBITS


 


	
  Exhibit A-1

  	
  Form of Canadian Guarantee

  



 


iv

















 


	
  Exhibit A-2

  	
  Forms of Canadian Pledge Agreements

  
	
  Exhibit A-3

  	
  Form of Canadian Security Agreement

  
	
  Exhibit B

  	
  Forms of French Pledge Agreements

  
	
  Exhibit C-1

  	
  Forms of German Abstract Acknowledgements of
  Indebtedness

  
	
  Exhibit C-2

  	
  Form of German Assignment of Claims

  
	
  Exhibit C-3

  	
  Form of German Guarantee

  
	
  Exhibit C-4

  	
  Form of German Negative Pledge Agreement

  
	
  Exhibit C-5

  	
  Form of German Pledge Agreement

  
	
  Exhibit C-6

  	
  Forms of German Conditional Security Agreements

  
	
  Exhibit C-7

  	
  German Pledge Agreement (Brockhues)

  
	
  Exhibit D

  	
  Form of Guarantee

  
	
  Exhibit E-1

  	
  Form of Italian Guarantee

  
	
  Exhibit E-2

  	
  Forms of Italian Share Pledge Agreements

  
	
  Exhibit E-3

  	
  Form of Italian Trademark Pledge Agreement

  
	
  Exhibit F

  	
  Form of Mortgage (Real Property)

  
	
  Exhibit G

  	
  Form of Perfection Certificate

  
	
  Exhibit H

  	
  Form of Pledge Agreement

  
	
  Exhibit I

  	
  Form of Security Agreement

  
	
  Exhibit J-1

  	
  Form of Singapore Guarantee

  
	
  Exhibit J-2

  	
  Forms of Singapore Pledge Agreements

  
	
  Exhibit J-3

  	
  Form of Singapore Security Agreement

  
	
  Exhibit K

  	
  Forms of Taiwan Pledge Agreements

  
	
  Exhibit L-1

  	
  Form of UK Debenture

  
	
  Exhibit L-2

  	
  Form of UK Guarantee

  
	
  Exhibit L-3

  	
  Forms of UK Pledge Agreements

  
	
  Exhibit M

  	
  Form of Luxembourg Pledge Agreements

  
	
  Exhibit N

  	
  Form of Letter of Credit Request

  
	
  Exhibit O-1

  	
  Form of Opinion of Simpson Thacher &
  Bartlett LLP

  
	
  Exhibit O-2

  	
  Form of Opinion of Tom Riordan

  
	
  Exhibit O-3

  	
  Form of Opinion of Latham & Watkins
  LLP

  
	
  Exhibit O-4

  	
  Form of Opinion of Latham & Watkins
  LLP

  
	
  Exhibit O-5

  	
  Form of Opinion of Borden Ladner Gervais

  
	
  Exhibit O-6

  	
  Form of Opinion of Latham & Watkins
  LLP

  
	
  Exhibit O-7

  	
  Form of Opinion of Lee and Li

  
	
  Exhibit O-8

  	
  Form of Opinion of Norton Rose Milan

  
	
  Exhibit O-9

  	
  Form of Opinion of Burness

  
	
  Exhibit O-10

  	
  Form of Opinion of Arendt &
  Medernach

  
	
  Exhibit O-11

  	
  Form of Opinion of Local Counsel

  
	
  Exhibit P

  	
  Form of Closing Certificate

  
	
  Exhibit Q

  	
  Form of Assignment and Acceptance

  
	
  Exhibit R-1

  	
  Form of Promissory Note (Tranche A-1
  Term Loans)

  
	
  Exhibit R-2

  	
  Form of Promissory Note (Tranche A-2
  Term Loans)

  
	
  Exhibit R-3

  	
  Form of Promissory Note (Tranche E Term
  Loans)

  
	
  Exhibit R-4

  	
  Form of Promissory Note (Tranche G Term
  Loans)

  
	
  Exhibit R-5

  	
  Form of Promissory Note (Revolving Credit
  Loans)

  
	
  Exhibit R-6

  	
  Form of Promissory Note (Tranche H Term
  Loans

  



 


v

















 


	
  Exhibit R-7

  	
  Form of Promissory Note (Tranche I Term
  Loans)

  
	
  Exhibit R-8

  	
  Form of Promissory Note (Extended Revolving
  Credit Loans and Swingline Loans)

  
	
  Exhibit S

  	
  Form of Confidentiality Agreement

  
	
  Exhibit T

  	
  Form of Post-Closing Schedule

  
	
  Exhibit U

  	
  Form of Joinder Agreement

  



 


vi
















 


AMENDED AND RESTATED CREDIT AGREEMENT dated as of
June 15, 2009, 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 hereto, CREDIT SUISSE, as
Administrative Agent and as Collateral Agent (such terms and each other
capitalized term used but not defined in this introductory statement having the
meaning provided in Section 1), and UBS SECURITIES LLC and GOLDMAN SACHS
CREDIT PARTNERS L.P., as Co-Syndication Agents.


 


WHEREAS, on the Closing Date, the US Borrower, the
UK Borrower, Holdings, the Administrative Agent and certain of the Lenders
entered into the Existing Credit Agreement pursuant to which certain of the
Lenders agreed to extend credit to the Borrowers on a revolving credit basis
and/or to make term loans to the US Borrower and the UK Borrower as specified
therein;


 


WHEREAS, the Borrowers desire that certain of the
Lenders and the other parties hereto agree to amend and restate the Existing
Credit Agreement in its entirety and to continue to extend credit under the
Existing Credit Agreement as amended and restated by this Agreement;


 


WHEREAS, the Required Lenders have, on or prior to
the Restatement Date, authorized and directed the Administrative Agent to
execute this Agreement pursuant to the Amendment Agreement;


 


WHEREAS, it is the intent of the parties hereto that
this Agreement not constitute a novation of the obligations and liabilities of
the parties under the Existing Credit Agreement and that this Agreement amend
and restate in its entirety the Existing Credit Agreement;


 


NOW, THEREFORE, the parties hereto agree to amend
and restate the Existing Credit Agreement as follows:


 


SECTION 1.           Definitions


 


1.1.          Defined Terms.  (a)   As used herein, the following terms shall
have the meanings specified in this Section 1.1 unless the context
otherwise requires (it being understood that defined terms in this Agreement
shall include in the singular number the plural and in the plural the
singular):


 


“ABR” shall mean, for any day, a rate per
annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the
greater of (a) the Prime Rate in effect on such day, (b) the Federal
Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the
Eurodollar Rate for a one-month Interest Period on such day (or if such day is
not a Business Day, the immediately preceding Business Day) plus
1%.  Any change in the ABR due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be 


 

















 


effective as of the opening of business on the
effective day of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.


 


“ABR Loan” shall mean each Loan bearing
interest at the rate provided in Section 2.8(a) and, in any event, shall
include all Swingline Loans.


 


“Accepting Lenders” shall have the meaning
provided in Section 14.18.


 


“Acquired EBITDA” shall mean, with respect to
any Acquired Entity or Business, any Converted Restricted Subsidiary, any Sold
Entity or Business or any Converted Unrestricted Subsidiary (any of the
foregoing, a “Pro Forma Entity”) for any period, the sum of the amounts
for such period of, without duplication, (a) income from continuing
operations before income taxes and extraordinary items, (b) interest
expense, (c) depreciation expense, (d) amortization expense,
including amortization of deferred financing fees, (e) non-recurring
charges, (f) non-cash charges, (g) losses on asset sales and
(h) restructuring charges or reserves less the sum of the amounts
for such period of (i) non-recurring gains, (j) non-cash gains,
(k) gains on asset sales and (l) interest income, all as determined
on a consolidated basis for such Pro Forma Entity in accordance with GAAP.


 


“Acquired Entity or Business” shall have the
meaning provided in the definition of the term “Consolidated EBITDA”.


 


“Acquisition” shall mean the acquisition by
the US Borrower and/or certain of its Affiliates pursuant to the Sale and
Purchase Agreement of the outstanding capital stock (and the economic ownership
of certain assets and businesses subject to a fiduciary trust agreement) of
certain members of the Dynamit Nobel group (collectively, the “Target”)
from the New Sellers.


 


“Acquisition Agreements” shall mean the
Purchase Agreement and the Sale and Purchase Agreement.


 


“Acquisition Equity Contribution” shall mean,
in connection with the Acquisition, (a) the contribution by investment
entities controlled by KKR and DLJ Merchant Banking of approximately
$488,000,000 (assuming an exchange rate of $1.20 to €1.00 and subject to
adjustment based on the Sale and Purchase Agreement such that the amount of
such contribution, together with the amount described in Section 6.4, the
aggregate amount of the Term Loans funded on the Funding Date and the amount of
any Revolving Credit Loans funded on the Funding Date to finance the
Acquisition (which shall be accompanied by a proportionate increase in the
amount of such equity contribution), shall be sufficient to pay the purchase
price under the Sale and Purchase Agreement) in cash made on the Funding Date
to Parent in the form of common equity, (b) the use by Parent of the full
amount of such cash consideration described in clause (a) to purchase common
equity of PIK Holdco and/or to make a cash equity contribution to the common
equity of PIK Holdco, (c) the use by PIK Holdco of the full amount of such
cash consideration described in clause (b) (less up to $21,000,000 used to
refinance a portion of the PIK Notes and pay related fees and prepayment
premiums) to purchase 


 


2

















 


common equity of Holdings and/or to make a cash
equity contribution to the common equity of Holdings and (d) the use by
Holdings of the full amount of such cash consideration described in clause (c)
to purchase common equity of the US Borrower and/or to make a cash equity
contribution to the common equity of the US Borrower.


 


“Acquisition Escrow Agreement” shall mean the
Acquisition Escrow Agreement dated as of the Funding Date among the New
Sellers, the US Borrower, Knight Erste Beteiligungs GmbH and The Bank of New
York, as Financing Escrow Agent.


 


“Additional Cost” shall mean, in relation to
any Foreign Currency Borrowing, the cost as calculated by the Administrative
Agent in accordance with Schedule 1.1(a) imputed to each Lender
participating in such Borrowing of compliance with the mandatory liquid assets
requirements of the Financial Services Authority (or other applicable
regulatory authority) during the applicable Interest Period, expressed as a
percentage.


 


“Adjusted Total Extended Revolving Credit
Commitment” shall mean at any time the Total Extended Revolving Credit
Commitment less the aggregate Extended Revolving Credit Commitments of all
Defaulting Lenders.


 


“Adjusted Total Revolving Credit Commitment”
shall mean at any time the Total Revolving Credit Commitment less the aggregate
Revolving Credit Commitments of all Defaulting Lenders.


 


“Adjusted Total Term Loan Commitment” shall
mean at any time the Total Term Loan Commitment less the Term Loan Commitments
of all Defaulting Lenders.


 


“Administrative Agent” shall mean CS,
together with its Affiliates, as the administrative agent for the Lenders under
this Agreement and the other Credit Documents. 
With respect to Foreign Currency Borrowings, the Administrative Agent
may be an Affiliate of CS for purposes of administering such Borrowings, and
all references herein to the term “Administrative Agent” shall be deemed to
refer to the Administrative Agent in respect of the applicable Borrowing or to
all Administrative Agents, as the context requires.


 


“Administrative Agent’s Office” shall mean the
office of the Administrative Agent located at Eleven Madison Avenue, New York,
NY 10010, or such other office as the Administrative Agent may hereafter
designate in writing as such to the other parties hereto.


 


“Affiliate” shall mean, with respect to any
Person, any other Person directly or indirectly controlling, controlled by, or
under direct or indirect common control with such Person.  A Person shall be deemed to control
(i) a corporation if such Person possesses, directly or indirectly, the
power (a) to vote 10% or more of the securities having ordinary voting
power for the election of directors of such corporation or (b) to direct
or cause the direction of the management and policies of such corporation, 


 


3

















 


whether through the ownership of voting securities,
by contract or otherwise and (ii) any other Person if such first Person
possesses, directly or indirectly, the power to direct or cause the direction
of the management and policies of such specified Person, whether through the
ownership of voting securities, by contract or otherwise.


 


“Agents” shall mean the Administrative Agent,
the Collateral Agent and the Co-Syndication Agents.


 


“Aggregate Extended Revolving Credit Outstanding”
shall have the meaning provided in Section 5.2(b).


 


“Aggregate Revolving Credit Outstanding”
shall have the meaning provided in Section 5.2(b).


 


“Agreement” shall mean this Credit Agreement,
as the same may be amended, supplemented or otherwise modified from time to
time.


 


“Amendment  Agreement” shall mean the Amendment Agreement
dated as of June 15, 2009 among Holdings, the Borrowers, the Administrative
Agent and the Lenders party thereto to which this Agreement shall be attached.


 


“Amortization Amount” shall have the meaning
provided in Section 5.2(c).


 


“Applicable ABR Margin” shall mean at any
date, with respect to each ABR Loan that is (a) a Revolving Credit Loan,
1.75% per annum, (b) an Extended Revolving Credit Loan or a Swingline
Loan, 3.25% per annum, (c) a Tranche E Term Loan, 1.50% per annum and
(d) a Tranche H Term Loan, 3.00% per annum.  Notwithstanding the foregoing, in the event
that the Tranche E Term Loans and/or the Tranche H Term Loans shall at any time
be rated at least Ba3 by Moody’s and at least BB- by S&P, as applicable,
the term “Applicable ABR Margin” shall mean, from and after such date and until
such time as such rating shall no longer be applicable, with respect to each
ABR Loan that is a Tranche E Term Loan and/or a Tranche H Term Loan, as
applicable, the applicable percentage per annum set forth above minus 0.25%.


 


“Applicable Eurodollar Margin” shall mean at
any date with respect to each Eurodollar Loan that is (a) a Revolving
Credit Loan, 3.00% per annum, (b) an Extended Revolving Credit Loan, 4.50%
per annum, (c) a Tranche A-1 Term Loan or a Tranche A-2 Term Loan, 3.00%
per annum, (d) a Tranche E Term Loan, 2.75%, (e) a Tranche G Term
Loan, 3.00% per annum, (f) a Tranche H Term Loan, 4.25% per annum and
(g) a Tranche I Term Loan, 4.50%. 
Notwithstanding the foregoing, (a) in the event that the Tranche E Term
Loans and/or the Tranche H Term Loans shall at any time be rated at least Ba3
by Moody’s and at least BB- by S&P, as applicable, the term “Applicable
Eurodollar Margin” shall mean, from and after such date and until such time as
such ratings shall no longer be applicable, with respect to each Eurodollar
Loan that is a Tranche E Term Loan and/or a Tranche H Term Loan, as applicable,
the applicable percentage per annum set forth above minus 0.25% and (b) in the
event that the Tranche G Term Loans and/or the Tranche I Term Loans shall at
any time be rated at least Ba3 by 


 


4

















 


Moody’s and at least BB- by S&P, as applicable,
the term “Applicable Eurodollar Margin” shall mean, from and after such date
and until such time as such ratings shall no longer be applicable, with respect
to each Eurodollar Loan that is a Tranche G Term Loan and/or a Tranche I Term
Loan, as applicable, the applicable percentage per annum set forth above minus
0.25%.


 


“Approved Fund” shall have the meaning
provided in Section 14.6.


 


“Asset Sale Prepayment Event” shall mean any
sale, transfer or other disposition of any business units, assets or other
properties of the US Borrower or any of the Restricted Subsidiaries not in the
ordinary course of business (including any sale, transfer or other disposition
of any capital stock of any Subsidiary of the US Borrower owned by the US
Borrower or a Restricted Subsidiary). 
Notwithstanding the foregoing, the term “Asset Sale Prepayment Event”
shall not include any transaction permitted by Section 10.4, other than
transactions permitted by Section 10.4(b) and the transactions permitted by
Section 10.4(e) to the extent any Net Cash Proceeds in respect of accounts
receivable subject to receivables financing facilities or factoring
arrangements thereunder shall exceed $200,000,000 at any one time.


 


“Assignment and Acceptance” shall mean an
assignment and acceptance substantially in the form of Exhibit Q.


 


“Authorized Officer” shall mean the Chairman
of the Board, the President, the Chief Financial Officer, the Treasurer or any
other senior officer of the US Borrower designated as such in writing to the
Administrative Agent by the US Borrower.


 


“Available Amount” shall mean, on any date
(the “Reference Date”), an amount equal at such time to (a) the sum
of, without duplication, (i) for the purposes of Section 10.5(j),
Section 10.5(m), Section 10.11(b) and the first proviso to Section
10.7 (to the extent, in the case of the first proviso to Section 10.7, that the
Consolidated Total Debt to Consolidated EBITDA Ratio at such time and after
giving effect to the prepayment, repurchase, redemption or defeasance to be
completed on the Reference Date is less than 2.25 to 1.00), $600,000,000; provided,
however, that any portion of such $600,000,000 in excess of $90,000,000
can only be used to make investments permitted pursuant to Section 10.5(j) and
Section 10.5(m) and in no case shall such portion in excess of $90,000,000 be
used, directly or indirectly, to declare or pay any Dividends or make any
payments pursuant to Section 10.7, (ii) the aggregate amount of Net Cash
Proceeds from Prepayment Events refused by Term Loan Lenders and retained by
the US Borrower or the UK Borrower, as the case may be, in accordance with
Section 5.2(c)(iv) after the Closing Date and on or prior to the Reference
Date, (iii) an amount equal to (x) the cumulative amount of Excess
Cash Flow for all fiscal years completed after the Closing Date and prior to
the Reference Date minus (y) the portion of such Excess Cash Flow
that has been after the Closing Date and on or prior to the Reference Date (or
will be) applied to (A) the prepayment of Loans in accordance with Section
5.2(a)(ii), (B) the payment and or distribution of dividends by the US
Borrower to Holdings to pay cash interest of the 2011 Senior Notes in
accordance with Section 10.6(f) or (C) the redemption, repurchase or
retirement of the 2011 Senior Notes, the PIK Notes or the PIK 


 


5

















 


Refinancing Preferred Stock in accordance with
Section 10.6(g), (iv) the amount of any capital contributions made in cash
to the US Borrower from and including the Business Day immediately following the
Closing Date through and including the Reference Date, including contributions
with the proceeds from any issuance of equity securities by any of the
Borrower, the Parent Companies or Holdings, (v) the aggregate amount of
all cash dividends and other cash distributions received by the US Borrower or
any Restricted Subsidiary so long as such dividends or distributions are then
immediately distributed to the US Borrower or a Guarantor from any Minority
Investments or Unrestricted Subsidiaries after the Closing Date and on or prior
to the Reference Date (other than the portion of any such dividends and other
distributions that is used by the US Borrower or any Guarantor to pay taxes),
(vi) the aggregate amount of all cash repayments of principal received by
the US Borrower or any Guarantor from any Minority Investments or Unrestricted
Subsidiaries after the Closing Date and on or prior to the Reference Date in
respect of loans made by the US Borrower or any Guarantor to such Minority
Investments or Unrestricted Subsidiaries and (vii) the aggregate amount of
all net cash proceeds received by the US Borrower or any Restricted Subsidiary
so long as such proceeds are then immediately distributed to the US Borrower or
a Guarantor in connection with the sale, transfer or other disposition of its
ownership interest in any Minority Investment or Unrestricted Subsidiary after
the Closing Date and on or prior to the Reference Date minus
(b) the sum at such time of (i) the aggregate amount of any
investments (including loans) made by the US Borrower or any Restricted
Subsidiary pursuant to the proviso to Section 10.5(j) or pursuant to
Section 10.5(m) after the Restatement Date and on or prior to the
Reference Date, (ii) the aggregate amount of Capital Expenditures made by
the US Borrower or any of the Restricted Subsidiaries after the Restatement
Date and on or prior to the Reference Date pursuant to Section 10.11(b)
and (iii) the aggregate price paid by the US Borrower in connection with
any prepayment, repurchase or redemption of the Subordinated Notes (other than
any such prepayment made pursuant to sub-clause (z) of the proviso of Section
10.7(a)) or the Senior Subordinated Notes pursuant to Section 10.7(a)
after the Restatement Date and on or prior to the Reference Date.


 


“Available Commitment” shall mean an amount
equal to the excess, if any, of (a) the Dollar Equivalent of the amount of
the Total Revolving Credit Commitment over (b) the sum of (i) the
aggregate principal amount of all Revolving Credit Loans then outstanding and
(ii) the aggregate applicable Letter of Credit Outstanding at such time.


 


“Available Excess Cash Flow” shall mean at
any time (the “Reference Date”) (x) the cumulative amount of Excess
Cash Flow for all fiscal years completed after the Closing Date and prior to
the Reference Date minus (y) the portion at such time of such
Excess Cash Flow that has been after the Closing Date and on or prior to the
Reference Date (A) applied to (i) the prepayment of Loans in
accordance with Section 5.2(a)(ii), (ii) the payment and or distribution
of dividends by the US Borrower to Holdings to pay cash interest of the 2011
Senior Notes in accordance with Section 10.6(f) or (iii) the redemption,
repurchase or retirement of the 2011 Senior Notes, the PIK Notes or the PIK
Refinancing Preferred Stock in accordance with Section 10.6(g) or
(B) utilized by the US Borrower or any Restricted Subsidiary (i) to
make any investments (including 


 


6

















 


loans) pursuant to Section 10.5(j) or Section
10.5(m) after the Closing Date and on or prior to the Reference Date,
(ii) to make Capital Expenditures after the Closing Date and on or prior
to the Reference Date pursuant to Section 10.11(b) or (iii) in connection
with any prepayment, repurchase or redemption of the Subordinated Notes (other
than any such prepayment made pursuant to sub-clause (z) of the proviso of
Section 10.7(a))or the Senior Subordinated Notes pursuant to Section 10.7(a)
after the Closing Date and on or prior to the Reference Date.


 


“Available Extended Commitment” shall mean an
amount equal to the excess, if any, of (a) the Dollar Equivalent of the
amount of the Total Extended Revolving Credit Commitment over (b) the sum
of (i) the aggregate principal amount of all Extended Revolving Credit
Loans (but not Swingline Loans) then outstanding and (ii) the aggregate
applicable Letter of Credit Outstanding at such time.


 


“Available Tranche A Commitment” shall mean
an amount equal to the excess, if any, of the Tranche A Term Loan Commitment
over the aggregate principal amount of all Tranche A-1 Term Loans and Tranche
A-2 Term Loans then outstanding.


 


“Bankruptcy Code” shall have the meaning
provided in Section 11.5.


 


“Board” shall mean the Board of Governors of
the Federal Reserve System of the United States (or any successor).


 


“Borrowers” shall mean the US Borrower and
the UK Borrower.


 


“Borrowing” shall mean and include
(a) the incurrence of Swingline Loans from the Swingline Lender on a given
date, (b) the incurrence of one Type of Term Loan on the Funding Date (or
resulting from conversions on a given date after the Funding Date) having, in
the case of Eurodollar Term Loans, the same Interest Period (provided,
that ABR Loans incurred pursuant to Section 2.10(b) shall be considered
part of any related Borrowing of Eurodollar Term Loans), (c) the
incurrence of one Type of Revolving Credit Loan on a given date (or resulting
from conversions on a given date) having, in the case of Eurodollar Revolving
Credit Loans, the same Interest Period (provided, that ABR Loans
incurred pursuant to Section 2.10(b) shall be considered part of any
related Borrowing of Eurodollar Revolving Credit Loans) and (d) the
incurrence of one Type of Extended Revolving Credit Loan on a given date (or
resulting from conversions on a given date) having, in the case of Eurodollar
Extended Revolving Credit Loans, the same Interest Period (provided,
that ABR Loans incurred pursuant to Section 2.10(b) shall be considered
part of any related Borrowing of Eurodollar Extended Revolving Credit Loans).


 


“Brockhues” shall mean Brockhues GmbH &
Co. KG.


 


“Business Day” shall mean (a) for all
purposes other than as covered by clause (b) below, any day excluding Saturday,
Sunday and any day that shall be in The City of New York or London a legal
holiday or a day on which banking institutions are authorized by law or other
governmental actions to close and (b) with respect to all notices and
determinations in connection with, and payments of principal and interest on, 


 


7

















 


Eurodollar Loans denominated in Euro, any day that
is a Business Day described in clause (a) and which is also a day on which
the TARGET payment system is open for the settlement of payment in Euro; provided,
that when used in connection with any Eurodollar Loan (including with respect
to all notices and determinations in connection therewith and any payments of
principal, interest or other amounts thereon), the term “Business Day” shall
also exclude any day on which banks are not open for dealing in the London
interbank market.


 


“Calculation Date” means (a) each date
on which a Borrowing of Foreign Currency Revolving Credit Loans or a Borrowing
of Foreign Currency Extended Revolving Credit Loans is requested, (b) each
date on which a Foreign Currency Letter of Credit is issued, (c) if
requested by the Administrative Agent, the last Business Day of a calendar
month, (d) if at any time the Aggregate Revolving Credit Outstandings
exceed 75% of the Total Revolving Credit Commitment or the Aggregate Extended
Revolving Credit Outstandings exceed 75% of the Total Extended Revolving Credit
Commitment, the last Business Day of each week and (e) if a Default or an
Event of Default shall have occurred and be continuing, such additional dates
as the Administrative Agent or the Required Lenders shall specify.


 


“CAM” shall mean the mechanism for the
allocation and exchange of interests in the Credit Facilities and collections
thereunder established under Section 13.


 


“CAM
Dollar Lender” shall mean any Lender that has made or holds no
Tranche A-1 Term Loans, Tranche A-2 Term Loans, Tranche G Term Loans or Tranche
I Term Loans and has no Revolving Credit Commitment or Extended Revolving
Credit Commitment.


 


“CAM Exchange” shall mean the exchange of the
Lender’s interests provided for in Section 13.1.


 


“CAM Exchange Date” shall mean the date on
which (a) any event referred to in Section 11.5 shall occur in respect of
Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary or (b) an
acceleration of the maturity of the Loans pursuant to Section 11 shall occur.


 


“CAM Percentage” shall mean, as to each
Lender, a fraction, expressed as a decimal, of which (a) the numerator
shall be the aggregate Dollar Equivalent (determined on the basis of Exchange
Rates prevailing on the CAM Exchange Date) of the Specified Obligations owed to
such Lender and such Lender’s participation in the aggregate Letter of Credit
Outstanding immediately prior to the CAM Exchange Date and (b) the
denominator shall be the aggregate Dollar Equivalent (as so determined) of the
Specified Obligations owed to all the Lenders and the aggregate Letter of
Credit Outstanding immediately prior to such CAM Exchange Date.  For purposes of computing each Lender’s CAM
Percentage, all Specified Obligations and Letter of Credit Exposures which are
denominated in Foreign Currencies shall be translated into Dollars at the
Exchange Rate in effect on the CAM Exchange Date.


 


8

















 


“Canadian Guarantee” shall mean the Canadian
Guarantee Agreement, made by each of the Canadian Guarantors in favor of the
Administrative Agent for the benefit of the Lenders to the UK Borrower and the
other Secured Parties named therein, substantially in the form of Exhibit A-1,
as the same may be amended, supplemented or otherwise modified from time to
time.


 


“Canadian Guarantors” shall mean
(a) each Subsidiary of the US Borrower (other than an Unrestricted
Subsidiary) on the Funding Date that is a member of the Rockwood Group and that
is incorporated under the laws of Canada or any province or territory thereof
and is a party to the Canadian Guarantee and (b) each Subsidiary of the US
Borrower that is incorporated under the laws of Canada or any province or territory
thereof and that becomes a party to the Canadian Guarantee after the Funding
Date pursuant to Section 9.11.


 


“Canadian Pledge Agreements” shall mean
(a) the Canadian Pledge Agreement, entered into by the US Borrower and the
Administrative Agent for the benefit of the Lenders to the UK Borrower and the
other Secured Parties named therein and (b) the Canadian Pledge Agreement
entered into by the US Borrower and the Administrative Agent for the benefit of
the Lenders to the US Borrower and the other Secured Parties named therein in
each case, substantially in the form of Exhibit A-2(a) or (b), as applicable,
as the same may be amended, supplemented or otherwise modified from time to
time.


 


“Canadian Security Agreement” shall mean the
Canadian Security Agreement entered into by the Canadian Guarantors, certain
other Restricted Subsidiaries and the Administrative Agent for the benefit of
the Lenders to the UK Borrower and the other Secured Parties named therein,
substantially in the form of Exhibit A-3, as the same may be amended,
supplemented or otherwise modified from time to time.


 


“Capital Expenditures” shall mean, for any
period, the aggregate of all expenditures (whether paid in cash or accrued as
liabilities and including in all events all amounts expended or capitalized
under Capital Leases, but excluding any amount representing capitalized
interest) by the US Borrower and the Restricted Subsidiaries during such period
that, in conformity with GAAP, are or are required to be included as additions
during such period to property, plant or equipment reflected in the
consolidated balance sheet of the US Borrower and its Subsidiaries; provided,
that the term “Capital Expenditures” shall not include (a) expenditures
made in connection with the replacement, substitution or restoration of assets
(i) to the extent financed from insurance proceeds paid on account of the
loss of or damage to the assets being replaced or restored or (ii) with
awards of compensation arising from the taking by eminent domain or condemnation
of the assets being replaced, (b) the purchase price of equipment that is
purchased simultaneously with the trade-in of existing equipment to the extent
that the gross amount of such purchase price is reduced by the credit granted
by the seller of such equipment for the equipment being traded in at such time,
(c) the purchase of plant, property or equipment made within one year of
the sale of any asset to the extent purchased with the proceeds of such sale or
(d) expenditures that constitute any part of Consolidated Lease Expense.


 


9

















 


“Capital Lease” shall mean, as applied to any
Person, any lease of any property (whether real, personal or mixed) by that
Person as lessee that, in conformity with GAAP, is, or is required to be,
accounted for as a capital lease on the balance sheet of that Person.


 


“Capitalized Lease Obligations” shall mean,
as applied to any Person, all obligations under Capital Leases of such Person
or any of its Subsidiaries, in each case taken at the amount thereof accounted
for as liabilities in accordance with GAAP.


 


“Change of Control” shall mean and be deemed
to have occurred if (a)(i) KKR, DLJ Merchant Banking, their respective
Affiliates and the Management Group shall at any time not own, in the
aggregate, directly or indirectly, beneficially and of record, at least 35% of
the outstanding Voting Stock of Parent (other than as the result of one or more
widely distributed offerings of Parent Common Stock, in each case whether by
Parent or by KKR, DLJ Merchant Banking, their respective Affiliates or the
Management Group) and/or (ii) any person, entity or “group” (within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended) shall at any time have acquired direct or indirect beneficial
ownership of a percentage of the outstanding Voting Stock of Parent that
exceeds the percentage of such Voting Stock then beneficially owned, in the
aggregate, by KKR, DLJ Merchant Banking, their respective Affiliates and the
Management Group, unless, in the case of either clause (i) or (ii) above,
KKR, DLJ Merchant Banking, their respective Affiliates and the Management Group
have, at such time, the right or the ability by voting power, contract or
otherwise to elect or designate for election a majority of the Board of
Directors of Parent; and/or (b) at any time Continuing Directors shall not
constitute a majority of the Board of Directors of Parent; and/or (c) any
Person, other than any of the Parent Companies and any Person who receives
capital stock in PIK Holdco in connection with an investment made pursuant to
Section 10.5(g), acquires ownership, directly or indirectly, beneficially or of
record, of any equity interest (other than Qualified Preferred Stock or PIK
Refinancing Preferred Stock) of any nature in PIK Holdco; and/or (d) any
Person, other than any of the Parent Companies, acquires ownership, directly or
indirectly, beneficially or of record, of any equity interest (other than PIK
Refinancing Preferred Stock) of any nature in Holdings; and/or (e) any
Person, other than Holdings (directly) or any of the Parent Companies
(indirectly), acquires ownership, directly or indirectly, beneficially or of
record, of any equity interest of any nature in the US Borrower; and/or
(f) a Change of Control (as defined in any of the Subordinated Note
Indenture, the 2011 Senior Notes Indenture, the Senior Subordinated Notes
Indenture, the Senior Subordinated Loan Agreement or any PIK Notes Documents)
shall have occurred.


 


“Class”, when used in reference to any Loan
or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are Revolving Credit Loans, Extended Revolving Credit Loans, New
Revolving Loans, New Extended Revolving Loans, Tranche A-1 Term Loans, Tranche
A-2 Term Loans, Tranche E Term Loans, New Tranche H Term Loans (or each
Series), New Tranche I Term Loans (or each Series), Tranche G Term Loans,
Tranche H Term Loans, Tranche I Term Loans, Incremental Refinancing Term Loans
(or each Series) or Swingline Loans and, when used in reference to any
Commitment, refers to whether such Commitment is a Revolving


 


10
















 


Credit Commitment, Extended Revolving Credit
Commitment, New Revolving Credit Commitment, New Extended Revolving Credit
Commitment, Tranche A Term Loan Commitment, Tranche E Term Loan Commitment, New
Tranche H Term Loan Commitment, New Tranche I Term Loan Commitment, Tranche G
Term Loan Commitment, Tranche H Term Loan Commitment, Tranche I Term Loan
Commitment or Incremental Refinancing Term Loan Commitment.


 


“Clean-Up Period” shall have the meaning
provided in Section 7.4.


 


“Closing Date” shall mean July 31, 2004.


 


“Code” shall mean the Internal Revenue Code
of 1986, as amended from time to time, and the regulations promulgated and
rulings issued thereunder.  Section
references to the Code are to the Code, as in effect at the Funding Date, and
any subsequent provisions of the Code, amendatory thereof, supplemental thereto
or substituted therefor.


 


“Collateral Agent” shall mean CS, together
with its Affiliates, as the collateral agent for the Lenders and the other
Secured Parties under this Agreement and the other Credit Documents.


 


“Collateral” shall have the meaning provided
in the Pledge Agreement, the Security Agreement, any Foreign Security Document
or any Mortgage, as applicable.


 


“Collateral Escrow Agent” shall mean JPMorgan
Chase Bank, as the collateral agent for the Administrative Agent under the
Financing Escrow Agreement.


 


“Commitment Fee Rate” shall mean, with
respect to the Available Commitment on any day, the rate per annum set forth
below opposite the Status in effect on such day:


 


	
  Status

  	
   

  	
  Commitment

  Fee Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Level
  I Status, Level II Status and Level III Status

  	
   

  	
  0.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Level
  IV Status

  	
   

  	
  0.375

  	
  %

  



 


Notwithstanding the foregoing, the term “Commitment
Fee Rate” shall mean 0.50%, during the period from and including the Funding
Date to but excluding the Initial Financial Statement Delivery Date.


 


“Commitments” shall mean, with respect to
each Lender, such Lender’s Term Loan Commitment, Revolving Credit Commitment,
Extended Revolving Credit Commitments, New Tranche H Term Loan Commitment (if
applicable), New Tranche I Term Loan Commitment (if applicable), New Revolving
Credit Commitment (if 


 


11

















 


applicable), New Extended Revolving Credit
Commitment (if applicable) or Incremental Refinancing Term Loan Commitment (if
applicable).


 


 “Confidential
Information” shall have the meaning provided in Section 14.16.


 


“Confidential Information Memorandum” shall
mean the Confidential Information Memorandum of the US Borrower dated June
2004, delivered to the Lenders in connection with this Agreement.


 


“Consolidated Earnings” shall mean, for any
period, “income (loss) before the deduction of income taxes” of the US Borrower
and the Restricted Subsidiaries, excluding extraordinary items, for such
period, determined in a manner consistent with the manner in which such amount
was determined in accordance with the audited financial statements most
recently required to be delivered pursuant to Section 9.1(a).


 


“Consolidated EBITDA” shall mean, for any
period, the sum, without duplication, of the amounts for such period of
(a) Consolidated Earnings, (b) Consolidated Interest Expense,
(c) depreciation expense, (d) amortization expense, including
amortization of deferred financing fees, (e) extraordinary losses and non-recurring
charges, (f) non-cash charges, (g) losses on asset sales, (h)
restructuring charges or reserves (including severance, relocation costs and
one-time compensation charges and costs relating to the closures of
facilities), (i) Transaction Expenses to the extent deducted in determining
Consolidated Earnings, (j) any expenses or charges incurred in connection with
any issuance of debt or equity securities, (k) any fees and expenses
related to Permitted Acquisitions, (l) any deduction for minority interest
expense and (m) items arising in connection with litigation related to the
timber business of the US Borrower and its Subsidiaries (not exceeding
$4,000,000 in the aggregate for any such period and $9,000,000 in the aggregate
during the term of this Agreement), less the sum of the amounts for such
period of (n) extraordinary gains and non-recurring gains,
(o) non-cash gains and (p) gains on asset sales, all as determined on
a consolidated basis for the US Borrower and the Restricted Subsidiaries in accordance
with GAAP; provided, that (i) except as provided in
clause (iv) below, there shall be excluded from Consolidated Earnings for
any period the income from continuing operations before income taxes and
extraordinary items of all Unrestricted Subsidiaries for such period to the
extent otherwise included in Consolidated Earnings, except to the extent
actually received in cash by the US Borrower or its Restricted Subsidiaries
during such period through dividends or other distributions (it being understood
that, to the extent that such income from continuing operations before income
taxes and extraordinary items of any such Unrestricted Subsidiaries is
excluded, the amounts set forth in clauses (b) through (p) above with respect
to any such Unrestricted Subsidiaries shall not be included for purposes of
determining Consolidated EBITDA for such period), (ii) there shall be
excluded from Consolidated Earnings for any period the income from continuing
operations before income taxes and extraordinary items of each Foreign Joint
Venture for such period corresponding to the percentage of capital stock or
other equity interests in such Foreign Joint Venture not owned by the US
Borrower or its Restricted Subsidiaries (other than Foreign Joint Ventures) (it
being understood that, to the extent that such 


 


12

















 


income from continuing operations before income
taxes and extraordinary items of such Foreign Joint Venture is excluded, the
ratable amounts allocable to such non-owned capital stock or equity interests
of the amounts set forth in clauses (b) through (p) above with respect to such
Foreign Joint Venture shall not be included for purposes of determining
Consolidated EBITDA for such period), (iii) there shall be excluded in
determining Consolidated EBITDA non-operating currency
transaction gains and losses and (iv)(x) there
shall be included in determining Consolidated EBITDA for any period
(A) the Acquired EBITDA of any Person, property, business or asset (other
than an Unrestricted Subsidiary) acquired to the extent not subsequently sold,
transferred or otherwise disposed of (but not including the Acquired EBITDA of
any related Person, property, business or assets to the extent not so acquired)
by the US Borrower or any Restricted Subsidiary during such period (each such
Person, property, business or asset acquired and not subsequently so disposed
of, an “Acquired Entity or Business”), and the Acquired EBITDA of any
Unrestricted Subsidiary that is converted into a Restricted Subsidiary during
such period (each, a “Converted Restricted Subsidiary”), in each case
based on the actual Acquired EBITDA of such Acquired Entity or Business or
Converted Restricted Subsidiary for such period (including the portion thereof
occurring prior to such acquisition or conversion) and (B) for the
purposes of the definition of the term “Permitted Acquisition” and
Sections 10.3, 10.9 and 10.10, an adjustment in respect of each Acquired
Entity or Business equal to the amount of the Pro Forma Adjustment with respect
to such Acquired Entity or Business for such period (including the portion
thereof occurring prior to such acquisition or conversion) as specified in the
Pro Forma Adjustment Certificate delivered to the Lenders and the Administrative
Agent and (y) for purposes of determining the Consolidated Total Debt to
Consolidated EBITDA Ratio only, there shall be excluded in determining
Consolidated EBITDA for any period the Acquired EBITDA of any Person, property,
business or asset (other than an Unrestricted Subsidiary) sold, transferred or
otherwise disposed of by the US Borrower or any Restricted Subsidiary during
such period (each such Person, property, business or asset so sold or disposed
of, a “Sold Entity or Business”), and the Acquired EBITDA of any
Restricted Subsidiary that is converted into an Unrestricted Subsidiary during
such period (each, a “Converted Unrestricted Subsidiary”), in each case
based on the actual Acquired EBITDA of such Sold Entity or Business or
Converted Unrestricted Subsidiary for such period (including the portion
thereof occurring prior to such sale, transfer, disposition or conversion).


 


“Consolidated EBITDA to Consolidated Interest
Expense Ratio” shall mean, as of any date of determination, the ratio of
(a) Consolidated EBITDA for the relevant Test Period to
(b) Consolidated Interest Expense for such Test Period.


 


“Consolidated Interest Expense” shall mean,
for any period, the sum of (x) cash interest expense (including that
attributable to Capital Leases in accordance with GAAP), net of cash interest
income, of the US Borrower and the Restricted Subsidiaries on a consolidated
basis with respect to all outstanding Indebtedness of the US Borrower and the
Restricted Subsidiaries, including all commissions, discounts and other fees
and charges owed with respect to letters of credit and bankers’ acceptance
financing and net costs under Hedge Agreements (other than currency swap
agreements, currency future or option contracts and other similar agreements),
but excluding, however, amortization of 


 


13

















 


deferred financing costs and any other amounts of
non-cash interest, all as calculated on a consolidated basis in accordance with
GAAP plus (y) the aggregate amount of all cash Dividends paid by
the US Borrower to Holdings for such period pursuant to Section 10.6 to
the extent such Dividends were used, either directly or indirectly, to make
cash interest payments on any outstanding 2011 Senior Notes; provided,
that (a) except as provided in clause (b) below, there shall be
excluded from Consolidated Interest Expense for any period the cash interest
expense (or income) of all Unrestricted Subsidiaries for such period to the
extent otherwise included in Consolidated Interest Expense and (b) for
purposes of the definition of the term “Permitted Acquisition” and
Sections 10.3, 10.9 and 10.10, there shall be included in determining
Consolidated Interest Expense for any period the cash interest expense (or
income) of any Acquired Entity or Business acquired during such period and of
any Converted Restricted Subsidiary converted during such period, in each case
based on the cash interest expense (or income) of such Acquired Entity or
Business or Converted Restricted Subsidiary for such period (including the
portion thereof occurring prior to such acquisition or conversion) assuming any
Indebtedness incurred or repaid in connection with any such acquisition or
conversion had been incurred or prepaid on the first day of such period.


 


“Consolidated Lease Expense” shall mean, for
any period, all rental expenses of the US Borrower and the Restricted
Subsidiaries during such period under operating leases for real or personal
property (including in connection with Permitted Sale Leasebacks), excluding
real estate taxes, insurance costs and common area maintenance charges and net
of sublease income, other than (a) obligations under vehicle leases
entered into in the ordinary course of business, (b) all such rental
expenses associated with assets acquired pursuant to a Permitted Acquisition to
the extent that such rental expenses relate to operating leases in effect at
the time of (and immediately prior to) such acquisition and
(c) Capitalized Lease Obligations, all as determined on a consolidated basis
in accordance with GAAP, provided that there shall be excluded from
Consolidated Lease Expense for any period the rental expenses of all
Unrestricted Subsidiaries for such period to the extent otherwise included in
Consolidated Lease Expense.


 


“Consolidated Net Income” shall mean, for any
period, the consolidated net income (or loss) after the deduction of income
taxes of the US Borrower and the Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP.


 


“Consolidated Net Sales” shall mean, for any
fiscal year or any Test Period, as the case may be, “net sales” of the US
Borrower and the Restricted Subsidiaries as set forth in the Section 9.1
Financials with respect to such Test Period or fiscal year, as applicable.


 


“Consolidated Total Assets” shall mean, as of
any date of determination, the total assets as set forth on the most recent
consolidated balance sheet of the US Borrower delivered pursuant to Section
9.1(a) or (b), as applicable, and the Restricted Subsidiaries prepared in
accordance with GAAP.


 


14

















 


“Consolidated Total Debt” shall mean, as of
any date of determination, (a) the sum of (i) all Indebtedness of the
US Borrower and the Restricted Subsidiaries for borrowed money outstanding on
such date and (ii) all Capitalized Lease Obligations of the US Borrower
and the Restricted Subsidiaries outstanding on such date, all calculated on a
consolidated basis in accordance with GAAP minus (b) the aggregate
amount of cash included in the cash accounts listed on the consolidated balance
sheet of the US Borrower and the Restricted Subsidiaries as at such date (other
than any such cash attributable to transactions consummated pursuant to Section
10.4(e) in respect of accounts receivable (or any portion thereof) that have
not been collected during the Test Period that includes such date of
determination) up to a maximum amount of $100,000,000 to the extent the use
thereof for application to payment of Indebtedness is not prohibited by law or
any contract to which the US Borrower or any of the Restricted Subsidiaries is
a party.


 


“Consolidated Total Debt to Consolidated EBITDA
Ratio” shall mean, as of any date of determination, the ratio of
(a) Consolidated Total Debt as of the last day of the relevant Test Period
to (b) Consolidated EBITDA for such Test Period.


 


“Consolidated Working Capital” shall mean, at
any date, the excess of (a) the sum of all amounts (other than cash, cash
equivalents and bank overdrafts) that would, in conformity with GAAP, be set
forth opposite the caption “total current assets” (or any like caption) on a
consolidated balance sheet of Holdings, the US Borrower and the Restricted
Subsidiaries at such date over (b) the sum of all amounts that would, in
conformity with GAAP, be set forth opposite the caption “total current
liabilities” (or any like caption) on a consolidated balance sheet of Holdings,
the US Borrower and the Restricted Subsidiaries on such date, but excluding
(i) the current portion of any Funded Debt, (ii) without duplication
of clause (i) above, all Indebtedness consisting of Loans and Letter of Credit
Exposure to the extent otherwise included therein and (iii) the current
portion of deferred income taxes.


 


“Continuing Director” shall mean, at any date,
an individual (a) who is a member of the Board of Directors of Parent on
the Funding Date, (b) who, as at such date, has been a member of such
Board of Directors for at least the 12 preceding months, (c) who has been
nominated to be a member of such Board of Directors, directly or indirectly, by
KKR, DLJ Merchant Banking or one of their respective Affiliates or Persons
nominated by KKR, DLJ Merchant Banking or one of their respective Affiliates or
(d) who has been nominated to be a member of such Board of Directors by a
majority of the other Continuing Directors then in office.


 


“Continuing Lenders” shall mean those Lenders
under the Credit Agreement immediately prior to the Second Amendment Effective
Date that execute and deliver a signature page to the Second Amendment
specifically in the capacity of a “Continuing Lender”.


 


“Continuing Tranche C Term Loan Lenders”
shall mean those Lenders under the Credit Agreement immediately prior to the
Third Amendment Effective Date 


 


15

















 


that execute and deliver a signature page to the
Third Amendment specifically in the capacity of a “Continuing Tranche C Term
Loan Lender”.


 


“Continuing Tranche D Term Loan Lenders”
shall mean those Lenders under the Credit Agreement immediately prior to the
Third Amendment Effective Date that execute and deliver a signature page to the
Third Amendment specifically in the capacity of a “Continuing Tranche D Term
Loan Lender”.


 


“Continuing Tranche F Term Loan Lenders”
shall mean those Lenders under the Credit Agreement immediately prior to the
Fourth Amendment Effective Date that execute and deliver a signature page to
the Fourth Amendment specifically in the capacity of a “Continuing Tranche F
Term Loan Lender.


 


“Converting Letters of Credit” shall mean
each Letter of Credit issued under the Existing Credit Agreement and
outstanding immediately prior to the Restatement Date.


 


“Converted Restricted Subsidiary” shall have
the meaning provided in the definition of the term “Consolidated EBITDA”.


 


“Converted Unrestricted Subsidiary” shall
have the meaning provided in the definition of the term “Consolidated EBITDA”.


 


“Co-Syndication Agents” shall mean UBS
Securities LLC and Goldman Sachs Credit Partners L.P.


 


“Credit Documents” shall mean this Agreement,
the Security Documents, the Financing Escrow Agreement, the Amendment
Agreement, each Letter of Credit and any promissory notes issued by the US
Borrower or the UK Borrower hereunder.


 


“Credit Event” shall mean and include the
making (but not the conversion or continuation) of a Loan and the issuance of a
Letter of Credit.


 


“Credit Facility” shall mean a category of
Commitments and extensions of credit thereunder.


 


“Credit Party” shall mean each of the US
Borrower, the UK Borrower, the Guarantors, the Foreign Subsidiary Guarantors
and each other Subsidiary of the US Borrower that is a party to a Credit
Document.


 


“CS” shall mean Credit Suisse and any
successor thereto.


 


“Cumulative Consolidated Net Income Available to
Stockholders” shall mean, as of any date of determination, Consolidated Net
Income less cash dividends paid by Holdings with respect to its capital stock
for the period (taken as one accounting period) commencing on the Funding Date
and ending on the last day of the most recent fiscal quarter for which
Section 9.1 Financials have been delivered to the Lenders under
Section 9.1.


 


16

















 


“Debt Incurrence Prepayment Event” shall mean
any issuance or incurrence by the US Borrower or any of the Restricted
Subsidiaries of any Indebtedness (including any issuance by the US Borrower of
Permitted Additional Subordinated Notes, any incurrence of Incremental
Refinancing Term Loans pursuant to Section 2.15, any incurrence of Indebtedness
pursuant to clause (ii) of Section 10.1(n) and any incurrence of Indebtedness
pursuant to Section 10.1(q) but excluding any other Indebtedness permitted to
be issued or incurred under Section 10.1 that is not expressly included
herein).


 


“Default” shall mean any event, act or
condition that with notice or lapse of time, or both, would constitute an Event
of Default.


 


“Defaulting Lender” shall mean any Lender
with respect to which a Lender Default is in effect.


 


“Dividends” shall have the meaning provided
in Section 10.6.


 


“DLJ Merchant Banking” shall mean DLJ
Merchant Banking Partners III, L.P. and its Affiliates.


 


“Dollar Borrowing” shall mean a Borrowing
denominated in Dollars.


 


“Dollar Equivalent” shall mean, on any date
of determination, (a) with respect to any amount denominated in Dollars,
such amount, and (b) with respect to any amount denominated in any Foreign
Currency, the equivalent in Dollars of such amount, determined by the
Administrative Agent pursuant to Section 1.2(b) using the applicable Exchange Rate
with respect to such Foreign Currency at the time in effect under the
provisions of such Section 1.2.


 


“Dollar Extended Revolving Credit Loan” shall
mean an Extended Revolving Credit Loan denominated in Dollars and made pursuant
to Section 2.1(b).


 


“Dollar Letter of Credit” shall mean a Letter
of Credit denominated in Dollars and issued pursuant to Section 3.1.


 


“Dollar Revolving Credit Loan” shall mean a
Revolving Credit Loan denominated in Dollars and made pursuant to
Section 2.1(b).


 


“Dollars” and “$” shall mean dollars
in lawful currency of the United States of America.


 


“Domestic Subsidiary” shall mean each
Subsidiary of the US Borrower that is organized under the laws of the
United States, any state or territory thereof or the District of Columbia.


 


“Drawing” shall have the meaning provided in
Section 3.4(b).


 


17

















 


“Eligible Lender” shall mean, at any time, a
Person who, on any date on which interest is payable under this Agreement, is a
Person which is (a) beneficially entitled to the interest payable to it
under this Agreement and (b)(i) a UK Lender or (ii) a Treaty Lender.


 


“EMU” shall mean Economic and Monetary Union
as contemplated in the Treaty on European Union.


 


“EMU Legislation” shall mean the legislative
measures of the European Union for the introduction of, changeover to or
operation of the Euro in one or more member states, being in part legislative
measures to implement EMU.


 


“Environmental Claims” shall mean any and all
administrative, regulatory or judicial actions, suits, demands, demand letters,
claims, liens, notices of noncompliance or violation, investigations (other
than internal reports prepared by the US Borrower or any of the Subsidiaries
(a) in the ordinary course of such Person’s business or (b) as
required in connection with a financing transaction or an acquisition or
disposition of real estate) or proceedings relating in any way to any
Environmental Law or any permit issued, or any approval given, under any such
Environmental Law (hereinafter, “Claims”), including (i) any and
all Claims by governmental or regulatory authorities for enforcement, cleanup,
removal, response, remedial or other actions or damages pursuant to any
applicable Environmental Law and (ii) any and all Claims by any third
party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising
from alleged injury or threat of injury to health, safety or the environment.


 


“Environmental Law” shall mean any applicable
Federal, state, foreign or local statute, law, rule, regulation, ordinance,
code and rule of common law now or hereafter in effect and in each case as
amended, and any binding judicial or administrative interpretation thereof, including
any binding judicial or administrative order, consent decree or judgment,
relating to the environment, human health or safety or Hazardous Materials.


 


“ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as amended from time to time.  Section references to ERISA are to ERISA as
in effect at the Funding Date and any subsequent provisions of ERISA amendatory
thereof, supplemental thereto or substituted therefor.


 


“ERISA Affiliate” shall mean each person (as
defined in Section 3(9) of ERISA) that together with the US Borrower or a
Subsidiary would be deemed to be a “single employer” within the meaning of
Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of
ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.


 


“Euro” or “€” shall mean the single
currency of the European Union as constituted by the Treaty on European Union
and as referred to in the EMU Legislation.


 


18

















 


“Eurodollar Extended Revolving Credit Loan”
shall mean any Extended Revolving Credit Loan bearing interest at a rate
determined by reference to the Eurodollar Rate.


 


“Eurodollar Loan” shall mean any Eurodollar
Term Loan, Eurodollar Revolving Credit Loan or Eurodollar Extended Revolving
Credit Loan.


 


“Eurodollar Rate” shall mean, in the case of
any Eurodollar Term Loan, Eurodollar Revolving Credit Loan, Eurodollar Extended
Revolving Credit Loan (other than the Tranche A-1 Term Loans, the Tranche A-2
Term Loans, the Tranche G Term Loans, the Tranche I Term Loans, any Foreign
Currency Revolving Credit Loan or any Foreign Currency Extended Revolving
Credit Loan), with respect to each day during each Interest Period pertaining
to such Eurodollar Loan, a rate equal to the higher of (a) 2.0% per annum
and (b) (i) the rate of interest per annum determined by the
Administrative Agent at approximately 11:00 a.m., London time, on the date that
is two Business Days prior to the commencement of such Interest Period by
reference to the British Bankers’ Association Interest Settlement Rates for
deposits in Dollars (as set forth by the Bloomberg Information Service or any
successor thereto or any other service selected by the Administrative Agent
which has been nominated by the British Bankers’ Association as an authorized
information vendor for the purpose of displaying such rates) for a period equal
to such Interest Period; provided, that, to the extent that an interest
rate is not ascertainable pursuant to the foregoing provisions of this
definition, the “Eurodollar Rate” shall be the interest rate per annum
determined by the Administrative Agent to be the average of the rates per annum
at which deposits in Dollars in an amount comparable to such Borrowing are
offered for such relevant Interest Period to major banks in the London
interbank market in London, England by the Administrative Agent at
approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the beginning of such Interest Period multiplied by (ii) the
Statutory Reserve Rate.  With respect to
Eurodollar Borrowings denominated in a Foreign Currency, the Eurodollar Rate
for any Interest Period shall be a rate equal to the higher of (a) 2.0%
per annum and (b) (i) the rate of interest per annum determined by
the Administrative Agent at approximately 11:00 a.m. (London time) on the
Quotation Day for such Interest Period by reference to the British Bankers’
Association Interest Settlement Rates for deposits in the currency of such
Borrowing (as set forth by the Bloomberg Information Service or any successor
thereto or any other service selected by the Administrative Agent which has
been nominated by the British Bankers’ Association as an authorized information
vendor for the purpose of displaying such rates) for a period equal to such
Interest Period; provided, that, to the extent that an interest rate is
not ascertainable pursuant to the foregoing provisions of this sentence, the “Eurodollar
Rate” shall be the interest rate per annum determined by the Administrative
Agent to be the average of the rates per annum at which deposits in the
currency of such Borrowing in an amount comparable to such Borrowing are
offered for such relevant Interest Period to major banks in the London
interbank market in London, England by the Administrative Agent at
approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the beginning of such Interest Period multiplied by (ii) the
Statutory Reserve Rate.


 


19

















 


“Eurodollar Revolving Credit Loan” shall mean
any Revolving Credit Loan bearing interest at a rate determined by reference to
the Eurodollar Rate.


 


“Eurodollar Term Loan” shall mean any Term
Loan bearing interest at a rate determined by reference to the Eurodollar Rate.


 


“Event of Default” shall have the meaning
provided in Section 11.


 


“Excess Cash Flow” shall mean, for any
period, an amount equal to the excess of (a) the sum, without duplication,
of (i) Consolidated Net Income for such period, (ii) an amount equal
to the amount of all non-cash charges to the extent deducted in arriving at
such Consolidated Net Income, (iii) decreases in Consolidated Working
Capital for such period and (iv) an amount equal to the aggregate net non-cash
loss on the sale, lease, transfer or other disposition of assets by the US
Borrower and the Restricted Subsidiaries during such period (other than sales
in the ordinary course of business) to the extent deducted in arriving at such
Consolidated Net Income over (b) the sum, without duplication, of
(i) an amount equal to the amount of all non-cash credits included in
arriving at such Consolidated Net Income, (ii) the aggregate amount
actually paid by the US Borrower and the Restricted Subsidiaries in cash during
such period on account of Capital Expenditures (excluding the principal amount
of Indebtedness incurred in connection with such Capital Expenditures, whether
incurred in such period or in a subsequent period), (iii) the aggregate
amount of all prepayments of Revolving Credit Loans, Extended Revolving Credit
Loans and Swingline Loans made during such period to the extent accompanying
reductions of the Total Revolving Credit Commitments or the Total Extended
Revolving Credit Commitments, (iv) the aggregate amount of all principal
payments of Indebtedness of the US Borrower or the Restricted Subsidiaries
(including any Term Loans and the principal component of payments in respect of
Capitalized Lease Obligations but excluding Revolving Credit Loans, Extended
Revolving Credit Loans, Swingline Loans and voluntary prepayments of Term Loans
pursuant to Section 5.1) made during such period (other than in respect of
any revolving credit facility to the extent there is not an equivalent
permanent reduction in commitments thereunder), (v) an amount equal to the
aggregate net non-cash gain on the sale, lease, transfer or other disposition
of assets by the US Borrower and the Restricted Subsidiaries during such period
(other than sales in the ordinary course of business) to the extent included in
arriving at such Consolidated Net Income, (vi) increases in Consolidated
Working Capital for such period, (vii) payments by the US Borrower and the
Restricted Subsidiaries during such period in respect of long-term liabilities
of the US Borrower and the Restricted Subsidiaries other than Indebtedness,
(viii) the amount of investments made during such period pursuant to
Section 10.5 to the extent that such investments were financed with
internally generated cash flow of the US Borrower and the Restricted
Subsidiaries, (ix) the amount of dividends paid during such period
pursuant to clause (b), (c), (d) or (e) of the proviso to
Section 10.6 to the extent such dividends were paid with the proceeds of
any amount referred to in paragraph (a) of this definition, (x) the
aggregate amount of expenditures actually made by the US Borrower and the
Restricted Subsidiaries in cash during such period (including expenditures for
the payment of financing fees) to the extent that such expenditures are not
expensed during such period and (xi) the aggregate amount of any premium,
make-whole or penalty


 


20
















 


payments actually paid in cash by the US Borrower
and the Restricted Subsidiaries during such period that are required to be made
in connection with any prepayment of Indebtedness.


 


“Exchange Rate” shall mean on any day, with
respect to any Foreign Currency, the rate at which such Foreign Currency may be
exchanged into Dollars, as set forth at approximately 11:00 a.m. (London
time) on such day on the Bloomberg Key Cross-Currency Rates Page for such
Foreign Currency.  In the event that such
rate does not appear on any Bloomberg Key Cross-Currency Rates Page, the
Exchange Rate shall be determined by reference to such other publicly available
service for displaying exchange rates as may be agreed upon by the
Administrative Agent and the US Borrower, or, in the absence of such agreement,
such Exchange Rate shall instead be the arithmetic average of the spot rates of
exchange of the Administrative Agent in the market where its foreign currency
exchange operations in respect of such Foreign Currency are then being
conducted, at or about 10:00 a.m. (Local Time) on such date for the
purchase of Dollars for delivery two Business Days later, provided
that if at the time of any such determination, for any reason, no such spot
rate is being quoted, the Administrative Agent, after consultation with the US
Borrower, may use any reasonable method it deems appropriate to determine such
rate, and such determination shall be conclusive absent manifest error.


 


“Existing Credit Agreement” shall mean the
Credit Agreement, dated as of the Closing Date, among the US Borrower, the UK
Borrower, Holdings, Credit Suisse, as the Administrative Agent and Collateral
Agent and UBS Securities LLC and Goldman Sachs Credit Partners L.P., as
Co-Syndication Agents, as amended or modified and in effect immediately prior
to the Restatement Date.


 


“Extended Commitment Fee Rate” shall mean,
with respect to the Available Extended Commitment on any day, 0.75% per annum.


 


“Extended Revolving Credit Commitment” shall
mean, (a) with respect to each Lender that is an Extending Revolving
Credit Lender on the Restatement Date, the amount set forth on Schedule A to
the Amendment Agreement (as appended to the Amendment Agreement on the
Restatement Date) as such Lender’s Extended Revolving Credit Commitment and (b) in
the case of any Lender that becomes a Lender after the Restatement Date, the
amount specified as such Lender’s Extended Revolving Credit Commitment in the
Assignment and Acceptance pursuant to which such Lender assumed a portion of
the Total Extended Revolving Credit Commitment, in each case as the same may be
changed from time to time pursuant to the terms hereof.


 


“Extended Revolving Credit Commitment Percentage”
shall mean at any time, for each Lender, the percentage obtained by dividing
(a) such Lender’s Extended Revolving Credit Commitment by (b) the
aggregate amount of the Extended Revolving Credit Commitments; provided,
that at any time when the Total Extended Revolving Credit Commitment shall have
been terminated, each Lender’s Extended Revolving Credit Commitment Percentage
shall be its Extended Revolving Credit Commitment Percentage as in effect
immediately prior to such termination.


 


21

















 


“Extended Revolving Credit Exposure” shall
mean, with respect to any Lender at any time, the sum of (a) the aggregate
principal amount of the Dollar Equivalent of the Extended Revolving Credit
Loans of such Lender then outstanding, (b) such Lender’s Letter of Credit
Exposure at such time and (c) such Lender’s Swingline Exposure at such
time.


 


“Extended Revolving Credit Loans” shall have
the meaning provided in Section 2.1(b).


 


“Extended Revolving Credit Maturity Date”
shall mean July 30, 2012, or, if such date is not a Business Day, the next
preceding Business Day.


 


“Extending Revolving Credit Lenders” shall
mean those Lenders under the Credit Agreement immediately prior to the
Restatement Date that execute and deliver a signature page to the
Amendment Agreement specifically in the capacity of an Extending Revolving
Credit Lender.


 


“Extending Tranche E Term Loan Lenders” shall
mean those Lenders under the Credit Agreement immediately prior to the
Restatement Date that execute and deliver a signature page to the
Amendment Agreement specifically in the capacity of an Extending Tranche E Term
Loan Lender.


 


“Extending Tranche G Term Loan Lenders” shall
mean those Lenders under the Credit Agreement immediately prior to the
Restatement Date that execute and deliver a signature page to the
Amendment Agreement specifically in the capacity of an Extending Tranche G Term
Loan Lender.


 


“Federal Funds Effective Rate” shall mean,
for any day, the weighted average of the per annum rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by
federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published for
any day that is a Business Day, the average of the quotations for the day of
such transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it.


 


“Fee Letter” shall mean the Senior Secured
Facilities Fee Letter dated April 19, 2004 among the US Borrower, CS, UBS
Loan Finance LLC, UBS Securities LLC and Goldman Sachs Credit Partners L.P.


 


“Fees” shall mean all amounts payable
pursuant to, or referred to in, Section 4.1.


 


“Final Date” shall mean the date on which the
Revolving Credit Commitments shall have terminated, no Revolving Credit Loans
shall be outstanding and the applicable Letter of Credit Outstandings shall
have been reduced to zero.


 


“Final Extended Date” shall mean the date on
which the Extended Revolving Credit Commitments shall have terminated, no
Extended Revolving Credit 


 


22

















 


Loans shall be outstanding and the applicable Letter
of Credit Outstandings shall have been reduced to zero.


 


“Financing Escrow Agent” shall mean The Bank
of New York.


 


“Financing Escrow Agreement” shall mean the Financing
Escrow Agreement dated as of the Funding Date among the US Borrower, the UK
Borrower, PIK Holdco, Knight Erste Beteiligungs GmbH, the Administrative Agent,
the administrative agent under the Senior Subordinated Loan Agreement, Allianz
Lebensversicherungs-AG, Stuttgart, Allianz Capital Partners GmbH, The Bank of
New York, as Financing Escrow Agent, and JPMorgan Chase Bank, as Collateral
Escrow Agent.


 


“First Amendment” shall mean the First
Amendment to this Agreement, dated as of October 8, 2004.


 


“First Amendment Effective Date” shall mean
the date on which the First Amendment becomes effective.


 


“Foreign Currencies” shall mean Euro and
Sterling.


 


“Foreign Currency Borrowing” shall mean a
Borrowing comprised of Tranche A-1 Term Loans, Tranche A-2 Term Loans, Tranche
G Term Loans, Tranche I Term Loans, Foreign Currency Revolving Credit Loans or
Foreign Currency Extended Revolving Credit Loans.


 


“Foreign Currency Extended Revolving Credit Loan”
shall mean an Extended Revolving Loan denominated in a Foreign Currency and
made pursuant to Section 2.1(b).


 


“Foreign Currency Letter of Credit” shall
mean a Letter of Credit denominated in a Foreign Currency and issued pursuant
to Section 3.1.


 


“Foreign Currency Loan” shall mean a Tranche
A-1 Term Loan, Tranche A-2 Term Loan, Tranche G Term Loan, Tranche I Term Loan,
Foreign Currency Revolving Loan or Foreign Currency Extended Revolving Loan.


 


“Foreign Currency Revolving Credit Loan”
shall mean a Revolving Loan denominated in a Foreign Currency and made pursuant
to Section 2.1(b).


 


“Foreign Joint Venture” shall mean any
Restricted Foreign Subsidiary in which the US Borrower and its Restricted
Subsidiaries own, collectively, less than 100% of the equity interests and
designated as such in a written notice to the Administrative Agent by the US
Borrower; provided, that in the event a Restricted Subsidiary not
previously designated by the US Borrower as a Foreign Joint Venture is
subsequently re-designated as a Foreign Joint Venture, (x) such
re-designation shall be deemed to be an investment on the date of such
re-designation in a Foreign Joint Venture in an amount equal to the product of
(i) the net worth of such re-designated Restricted Subsidiary immediately
prior to such re-designation (such net worth to be calculated without regard 


 


23

















 


to any guarantee provided by such re-designated
Restricted Subsidiary) and (ii) the percentage of capital stock or other
equity interests in such Foreign Joint Venture owned by the US Borrower or its
Restricted Subsidiaries (other than Foreign Joint Ventures) and (y) no
Default or Event of Default would result from such re-designation.


 


“Foreign Security Documents” shall mean,
collectively, (a) the UK Guarantee, (b) the UK Pledge Agreements,
(c) the UK Debenture, (d) the German Guarantee, (e) the German
Pledge Agreement, (f) the German Pledge Agreement (Brockhues),
(g) the German Assignment of Claims, (h) the German Conditional
Security Agreements, (i) the German Negative Pledge Agreement,
(j) the German Abstract Acknowledgments of Indebtedness, (k) the
Italian Guarantee, (l) the Italian Share Pledge Agreements, (m) the
Italian Trademark Pledge Agreement, (n) the Canadian Guarantee,
(o) the Canadian Pledge Agreements, (p) the Canadian Security
Agreement, (q) the French Pledge Agreements, (r) the Singapore
Guarantee, (s) the Singapore Pledge Agreements, (t) the Singapore
Security Agreement, (u) the Taiwan Pledge Agreements, (v) the
Luxembourg Pledge Agreements, (w) any Mortgage over Mortgaged Property of
a Foreign Subsidiary, (x) any security document entered into by a
Restricted Foreign Subsidiary pursuant to Section 9.11 or 9.12 and
(y) any other security document entered into by a Restricted Foreign
Subsidiary, including, without limitation, any other security document entered
into by a Restricted Foreign Subsidiary as required by the Amendment Agreement
to secure any of the Obligations.


 


“Foreign Subsidiary” shall mean each
Subsidiary of the US Borrower that is not a Domestic Subsidiary, including the
UK Borrower.


 


“Foreign Subsidiary Guarantees” shall mean
(a) the UK Guarantee, (b) the German Guarantee, (c) the Italian
Guarantee, (d) the Canadian Guarantee, (e) the Singapore Guarantee,
(f) any guarantee agreement entered into by a Restricted Foreign
Subsidiary pursuant to Section 9.11 or 9.12 and (g) any other
guarantee agreement entered into by a Restricted Foreign Subsidiary to
guarantee any of the Obligations.


 


“Foreign Subsidiary Guarantors” shall mean
the UK Guarantors, the German Guarantors, the Italian Guarantors, the Canadian
Guarantors, the Singapore Guarantors and any other Foreign Subsidiary that
becomes a Foreign Subsidiary Guarantor pursuant to Section 9.11.


 


“Fourth Amendment” shall mean the Fourth
Amendment to this Agreement, dated as of March 23, 2007.


 


“Fourth Amendment Effective Date” shall mean March 23,
2007, the date on which the conditions set forth in Section 3(c) of
the Fourth Amendment are satisfied.


 


“French Pledge Agreements” shall mean
(a) the French Pledge Agreement, entered into by the US Borrower and the
Administrative Agent for the benefit of the Lenders to the UK Borrower and the
other Secured Parties named therein and (b) the French Pledge Agreement
entered into by the US Borrower and the Administrative Agent for the benefit of
the Lenders to the US Borrower and the other 


 


24

















 


Secured Parties named therein, substantially in the
form of Exhibit B(a) or (b), as applicable, as the same may be
amended, supplemented or otherwise modified from time to time.


 


“Fronting Fee” shall have the meaning
provided in Section 4.1(d).


 


“Funded Debt” shall mean all Indebtedness of
the US Borrower and the Restricted Subsidiaries for borrowed money that matures
more than one year from the date of its creation or matures within one year
from such date that is renewable or extendable, at the option of the US
Borrower or one of the Restricted Subsidiaries, to a date more than one year
from such date or arises under a revolving credit or similar agreement that
obligates the lender or lenders to extend credit during a period of more than
one year from such date, including all amounts of Funded Debt required to be
paid or prepaid within one year from the date of its creation and, in the case
of the US Borrower, Indebtedness in respect of the Loans.


 


“Funding Date” shall mean July 30, 2004.


 


“GAAP” shall mean generally accepted
accounting principles in the United States of America as in effect from time to
time; provided, however, that if there occurs after the Funding
Date any change in GAAP that affects in any respect the calculation of any
covenant contained in Section 10, the Lenders and the US Borrower shall
negotiate in good faith amendments to the provisions of this Agreement that relate
to the calculation of such covenant with the intent of having the respective
positions of the Lenders and the US Borrower after such change in GAAP conform
as nearly as possible to their respective positions as of the Funding Date and,
until any such amendments have been agreed upon, the covenants in
Section 10 shall be calculated as if no such change in GAAP has occurred.


 


“German Abstract Acknowledgments of Indebtedness”
shall mean (x) the agreement between the UK Borrower and the
Administrative Agent and (y) the agreement between the US Borrower and the
Administrative Agent, in each case substantially in the form of Exhibit C-1(a) or
(b), as applicable, as the same may be amended, supplemented or otherwise
modified from time to time.


 


“German Assignment of Claims” shall mean the
agreement entered into by the German Guarantors, certain other Restricted
Subsidiaries and the Administrative Agent for the benefit of the Lenders to the
UK Borrower and the other Secured Parties named therein, substantially in the
form of Exhibit C-2, as the same may be amended, supplemented or otherwise
modified from time to time.


 


“German Conditional Security Agreements”
shall mean the Agreements and all attachments and exhibits thereto,
substantially in the form of Exhibit C-6, as the same may be amended,
supplemented or otherwise modified from time to time.


 


“German Guarantee” shall mean the German
Guarantee Agreement, made by each of the German Guarantors in favor of the
Administrative Agent for the benefit of the Lenders to the UK Borrower and the
other Secured Parties named therein, 


 


25

















 


substantially in the form of Exhibit C-3, as
the same may be amended, supplemented or otherwise modified from time to time.


 


“German Guarantors” shall mean (a) each
Subsidiary of the US Borrower (other than an Unrestricted Subsidiary) on the
Funding Date that is a member of the Rockwood Group and that is incorporated
under the laws of Germany and is a party to the German Guarantee and (b) each
Subsidiary of the US Borrower that is incorporated under the laws of Germany
and that becomes a party to the German Guarantee after the Funding Date
pursuant to Section 9.11.


 


“German Negative Pledge Agreement” shall mean
the letter and all attachments and exhibits thereto from Rockwood Pigmente
Holding GmbH and Silo Pigmente GmbH to the Administrative Agent, substantially
in the form of Exhibit C-4, as the same may be amended, supplemented or
otherwise modified from time to time.


 


“German Pledge Agreement” shall mean the
German Pledge Agreement entered into among the US Borrower, Rockwood
Specialties GmbH and the Administrative Agent for the benefit of the Lenders,
substantially in the form of Exhibit C-5, as the same may be amended,
supplemented or otherwise modified from time to time.


 


“German Pledge Agreement (Brockhues)” shall
mean the German Pledge Agreement entered into among Silo Pigmente GmbH,
Rockwood Pigmente Holding GmbH and the Administrative Agent for the benefit of
the Lenders to the UK Borrower and the other Secured Parties named therein,
substantially in the form of Exhibit C-7, as the same may be amended,
supplemented or otherwise modified from time to time.


 


“Governmental Authority” shall mean any
nation or government, any state or other political subdivision thereof, and any
entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.


 


“Guarantee” shall mean the Guarantee, made by
each Guarantor in favor of the Administrative Agent for the benefit of the
Secured Parties, substantially in the form of Exhibit D, as the same may
be amended, supplemented or otherwise modified from time to time.


 


“Guarantee and Collateral Exception Amount”
shall mean, at any time: (a)(i) $100,000,000 so long as the Senior Secured
Debt to Consolidated EBITDA Ratio as of the last day of the most recent period
for which Section 9.1 Financials are delivered by the US Borrower to the
Lenders under Section 9.1 is less than 2.00 to 1.00, (ii) $75,000,000
if the Senior Secured Debt to Consolidated EBITDA Ratio as of the last day of
the most recent period for which Section 9.1 Financials are delivered by
the US Borrower to the Lenders under Section 9.1 is equal to or greater
than 2.00 to 1.00 but less than 3.00 to 1.00 or (iii) $50,000,000 if the
Senior Secured Debt to Consolidated EBITDA Ratio as of the last day of the most
recent period for which Section 9.1 Financials are delivered by the US
Borrower to the Lenders under Section 9.1 is greater than or equal to 3.00
to 1.00 minus (b) the sum of (i) the aggregate amount of 


 


26

















 


Indebtedness incurred or assumed following the
Restatement Date prior to such time pursuant to Section 10.1(j) or (k) that
is outstanding at such time and that was used to acquire, or was assumed in
connection with the acquisition of, capital stock and/or assets in respect of
which guarantees, pledges and security have not been given pursuant to
Sections 9.11 and 9.12, (ii) the lesser of (x) the aggregate
Increased Commitment Amount at such time and (y) $50,000,000,
(iii) any Indebtedness incurred following the Restatement Date by any
Foreign Joint Venture and (iv) the aggregate fair market value at the time
each such investment was made of all outstanding investments made following the
Restatement Date pursuant to Section 10.5(j) in respect of which
guarantees, pledges and security have not been given pursuant to Sections 9.11
and 9.12; provided, that the Guarantee and Collateral Exception Amount
shall be increased to the extent that the Indebtedness and Investments deducted
from the Guarantee and Collateral Exception Amount prior to the Restatement
Date are no longer outstanding; provided  further, that if such
amount is a negative number, the Guarantee and Collateral Exception Amount
shall be zero.


 


“Guarantee Obligations” shall mean, as to any
Person, any obligation of such Person guaranteeing or intended to guarantee any
Indebtedness of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, including any obligation of such Person, whether or not
contingent, (a) to purchase any such Indebtedness or any property
constituting direct or indirect security therefor, (b) to advance or
supply funds (i) for the purchase or payment of any such Indebtedness or
(ii) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary obligor,
(c) to purchase property, securities or services primarily for the purpose
of assuring the owner of any such Indebtedness of the ability of the primary
obligor to make payment of such Indebtedness or (d) otherwise to assure or
hold harmless the owner of such Indebtedness against loss in respect thereof; provided,
however, that the term “Guarantee Obligations” shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business.  The amount of any Guarantee
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the Indebtedness in respect of which such Guarantee Obligation is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by such Person in good faith.


 


“Guarantors” shall mean Holdings and the US
Subsidiary Guarantors.


 


“Hazardous Materials” shall mean (a) any
petroleum or petroleum products, radioactive materials, friable asbestos, urea
formaldehyde foam insulation, transformers or other equipment that contain
dielectric fluid containing regulated levels of polychlorinated biphenyls, and
radon gas; (b) any chemicals, materials or substances defined as or
included in the definition of “hazardous substances”, “hazardous waste”, “hazardous
materials”, “extremely hazardous waste”, “restricted hazardous waste”, “toxic
substances”, “toxic pollutants”, “contaminants”, or “pollutants”, or words of
similar import, under any applicable Environmental Law; and (c) any other
chemical, material or substance, which is prohibited, limited or regulated by
any Environmental Law.


 


27

















 


“Hedge Agreements” shall mean interest rate
swap, cap or collar agreements, interest rate future or option contracts, currency
swap agreements, currency future or option contracts, commodity price
protection agreements or other commodity price hedging agreements, and other
similar agreements entered into by the US Borrower or any of the Restricted
Subsidiaries in the ordinary course of business (and not for speculative
purposes) in order to protect the US Borrower, the UK Borrower or any of the
Restricted Subsidiaries against fluctuations in interest rates, currency
exchange rates or commodity prices.


 


“Holdings” shall have the meaning provided in
the preamble to this Agreement.


 


“Increased Amount Date” shall have the
meaning provided in Section 2.14.


 


“Increased Commitment Amount” shall have the
meaning given to such term in Section 14.1.


 


“Incremental Refinancing Amount Date” shall
have the meaning given to such term in Section 2.15.


 


“Incremental Refinancing Revolving Credit
Commitments” shall have the meaning given to such term in Section 2.15.


 


“Incremental Refinancing Revolving Credit Lender”
shall have the meaning given to such term in Section 2.15.


 


“Incremental Refinancing Revolving Credit Loan”
shall have the meaning given to such term in Section 2.15.


 


“Incremental Refinancing Term Loan Commitments”
shall have the meaning given to such term in Section 2.15.


 


“Incremental Refinancing Term Loan Lender”
shall have the meaning given to such term in Section 2.15.


 


“Incremental Refinancing Term Loan” shall
have the meaning given to such term in Section 2.15.


 


“Incremental Revolving OID” shall have the
meaning given to that term in Section 2.15.


 


“Incremental Revolving Yield Differential”
shall have the meaning given to that term in Section 2.15.


 


“Indebtedness” of any Person shall mean
(a) all indebtedness of such Person for borrowed money, (b) the
deferred purchase price of assets or services that in accordance with GAAP
would be included as liabilities in the balance sheet of such 


 


28

















 


Person, (c) the face amount of all letters of
credit issued for the account of such Person and, without duplication, all
drafts drawn thereunder, (d) all indebtedness of a second Person secured
by any Lien on any property owned by such first Person, whether or not such
indebtedness has been assumed, (e) all Capitalized Lease Obligations of
such Person, (f) all net obligations of such Person under interest rate
swap, cap or collar agreements, interest rate future or option contracts,
currency swap agreements, currency future or option contracts, commodity price
protection agreements or other commodity price hedging agreements and other
similar agreements and (g) without duplication, all Guarantee Obligations
of such Person; provided, that Indebtedness shall not include trade
payables and accrued expenses, in each case payable directly or through a bank
clearing arrangement and arising in the ordinary course of business.


 


“Initial Financial Statement Delivery Date”
shall mean the date on which Section 9.1 Financials are delivered to the
Lenders under Section 9.1 for the first full fiscal quarter following the
Closing Date.


 


“Interest Period” shall mean, with respect to
any Term Loan, Revolving Credit Loan or Extended Revolving Credit Loan, the
interest period applicable thereto, as determined pursuant to Section 2.9.


 


“Italian Guarantee” shall mean the Italian
Guarantee Agreement, made by each of the Italian Guarantors in favor of the
Administrative Agent for the benefit of the Lenders to the UK Borrower and the
other Secured Parties named therein, substantially in the form of Exhibit E-1,
as the same may be amended, supplemented or otherwise modified from time to
time.


 


“Italian Guarantors” shall mean (a) each
Subsidiary of the US Borrower (other than an Unrestricted Subsidiary) on the
Funding Date that is a member of the Rockwood Group and that is incorporated
under the laws of Italy and is a party to the Italian Guarantee and
(b) each Subsidiary of the US Borrower that is incorporated under the laws
of Italy and that becomes a party to the Italian Guarantee after the Funding
Date pursuant to Section 9.11.


 


“Italian Share Pledge Agreements” shall mean
(a) the Italian Pledge Agreement, entered into by the US Borrower and the
Administrative Agent for the benefit of the Lenders to the UK Borrower and the
other Secured Parties named therein and (b) the Italian Pledge Agreement
entered into by the US Borrower and the Administrative Agent for the benefit of
the Lenders to the US Borrower and the other Secured Parties named therein, in
each case, substantially in the form of Exhibit E-2(a) or (b), as
applicable, as the same may be amended, supplemented or otherwise modified from
time to time.


 


“Italian Trademark Pledge Agreement” shall
mean the unilateral pledge letter entered into by Rockwood Italia S.p.A. in
favor of the Administrative Agent for the benefit of the Lenders to the UK
Borrower and the other Secured Parties named therein, substantially in the form
of Exhibit E-3, as the same may be amended, supplemented or otherwise
modified from time to time.


 


29

















 


“Joinder Agreement” means an agreement
substantially in the form of Exhibit U.


 


“Judgment Currency” shall have the meaning
set forth in Section 14.17.


 


“Judgment Currency Conversion Date” shall
have the meaning set forth in Section 14.17.


 


“KKR” shall mean each of Kohlberg Kravis
Roberts & Co., L.P. and KKR Associates, L.P.


 


“L/C Maturity Date” shall mean the date that
is (a) with respect to any Letters of Credit issued under the Revolving
Credit Commitment, five Business Days prior to the Revolving Credit Maturity
Date and (b) with respect to any Letters of Credit under the Extended
Revolving Credit Commitment, five Business Days prior to the Extended Revolving
Credit Maturity Date.


 


“L/C Participant” shall have the meaning
provided in Section 3.3(a).


 


“L/C Participation” shall have the meaning
provided in Section 3.3(a).


 


“L/C Reserve Account” shall have the meaning
provided in Section 13.2(a)


 


“Lender Default” shall mean (a) with
respect to the determination as to whether a Lender is a Defaulting Lender for
purposes of Section 5.1, Section 5.2 and Section 14.1 (and any
definitions used in such sections), (i) the failure (which has not
been cured) of a Lender to make available its portion of any Borrowing or to
fund its portion of any unreimbursed payment under Section 3.3 or
(ii) a Lender having notified the Administrative Agent and/or the US
Borrower that it does not intend to comply with the obligations under Section 2.1(b),
2.1(d) or 3.3, in the case of either clause (i) or clause (ii) above,
as a result of the appointment of a receiver or conservator with respect to
such Lender at the direction or request of any regulatory agency or authority
and (b) with respect to the determination as to whether a Lender is a
Defaulting Lender for purposes of Section 3.7, Section 4.1 and Section 14.7,
(i) the failure (which has not been cured) of a Lender to make available
its portion of any Borrowing or to fund its portion of any unreimbursed payment
under Section 3.3, (ii) the notification by a Lender to any Borrower,
the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender or
any Lender in writing that it does not intend to comply with any of its
funding obligations under this Agreement or a Lender making a public statement
to the effect that it does not intend to comply with its funding obligations
under this Agreement or under other agreements in which it commits to extend
credit, (iii) the failure, within three Business Days after request by the
Administrative Agent, of a Lender to confirm that it will comply with the terms
of this Agreement relating to its obligations to fund prospective Loans and
participations in then outstanding Letters of Credit and Swingline Loans, (iv) the
failure of a Lender to otherwise pay over to the Administrative Agent or any
other Lender any other amount required to be paid by it hereunder within three
Business Days of the date when due, unless the subject of a good faith dispute,
or (v) a Lender (A)


 


30
















 


becoming
or being insolvent or having a parent company that has become or is insolvent
or (B) becoming the subject of a bankruptcy or insolvency proceeding, or
having a receiver, conservator, trustee or custodian appointed for it, or
taking any action in furtherance of, or indicating its consent to, approval of
or acquiescence in any such proceeding or appointment or having a parent
company that has become the subject of a bankruptcy or insolvency proceeding,
or has had a receiver, conservator, trustee or custodian appointed for it, or
has taken any action in furtherance of, or indicating its consent to, approval
of or acquiescence in any such proceeding or appointment.


 


“Lenders” shall mean (a) the Persons
listed on Schedule 1.1(c), (b) effective as of the Third Amendment
Effective Date, the Persons listed on Schedule A to the Third Amendment (as
appended to the Third Amendment on the Third Amendment Effective Date),
(c) effective as of the Fourth Amendment Effective Date, the Persons
listed on Schedule A to the Fourth Amendment (as appended to the Fourth
Amendment on the Fourth Amendment Effective Date), (d) effective as of the
Restatement Date, the Persons listed on Schedules A and B to the Amendment
Agreement (as appended to the Amendment Agreement on the Restatement Date) and
(e) any other Person that becomes a party hereto pursuant to an Assignment
and Acceptance, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Acceptance or otherwise ceases to have any Loans
or Commitments hereunder.


 


“Letter of Credit” shall mean each standby
letter of credit issued pursuant to Section 3.1.


 


“Letter of Credit Commitment” shall mean
$100,000,000, as the same may be reduced from time to time pursuant to Section 3.1.


 


“Letter of Credit Exposure” shall mean, with
respect to any Lender, at any time, the sum of (a) the Dollar Equivalent
of the amount of any Unpaid Drawings in respect of which such Lender has made
(or is required to have made) payments to the Letter of Credit Issuer pursuant
to Section 3.4(a) at such time and (b) such Lender’s Revolving
Credit Commitment Percentage or Extended Revolving Credit Commitment
Percentage, as applicable, of the Letter of Credit Outstanding at such time
(excluding the portion thereof consisting of Unpaid Drawings in respect of
which the Lenders have made (or are required to have made) payments to the
Letter of Credit Issuer pursuant to Section 3.4(a)).


 


“Letter of Credit Fee” shall have the meaning
provided in Section 4.1(c).


 


“Letter of Credit Issuer” shall mean CS, any
of its Affiliates or any successor pursuant to Section 3.6.  The Letter of Credit Issuer may, in its
discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of the Letter of Credit Issuer, including with respect to Foreign
Currency Letters of Credit, and in each such case the term “Letter of Credit
Issuer” shall include any such Affiliate with respect to Letters of Credit
issued by such Affiliate.  In the event
that there is more than one Letter of Credit Issuer at any time, references
herein and in the other Credit Documents to the 


 


31

















 


Letter of Credit Issuer shall be deemed to refer to
the Letter of Credit Issuer in respect of the applicable Letter of Credit or to
all Letter of Credit Issuers, as the context requires.


 


“Letter of Credit Outstanding” shall mean, at
any time, the sum of, without duplication, (a) the sum of (i) the
aggregate Stated Amount of all outstanding Letters of Credit issued under the
Revolving Credit Commitment and (ii) the aggregate amount of all Unpaid
Drawings in respect of all Letters of Credit issued under the Revolving Credit
Commitment and (b) the sum of (i) the aggregate Stated Amount of all
outstanding Letters of Credit issued under the Extended Revolving Credit
Commitment and (ii) the aggregate amount of all Unpaid Drawings in respect
of all Letters of Credit issued under the Extended Revolving Credit Commitment.


 


“Letter of Credit Request” shall have the
meaning provided in Section 3.2.


 


“Level I Status” shall mean, on any date, the
circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is
greater than or equal to 5.00 to 1.00 as of such date.


 


“Level II Status” shall mean, on any date,
the circumstance that Level I Status does not exist and the Consolidated Total
Debt to Consolidated EBITDA Ratio is greater than or equal to 4.50 to 1.00 as
of such date.


 


“Level III Status” shall mean, on any date,
the circumstance that neither Level I Status nor Level II Status exists and the
Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal
to 4.00 to 1.00 as of such date.


 


“Level IV Status” shall mean, on any date,
the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is
less than 4.00 to 1.00 as of such date.


 


“Lien” shall mean any mortgage, pledge,
security interest, hypothecation, assignment, lien (statutory or other) or
similar encumbrance (including any agreement to give any of the foregoing, any
conditional sale or other title retention agreement or any lease in the nature
thereof).


 


“Loan” shall mean any Revolving Credit Loan,
Extended Revolving Credit Loan, Swingline Loan, Term Loan, New Revolving Loan,
New Extended Revolving Loan, New Tranche H Term Loan, New Tranche I Term Loans, Incremental
Refinancing Revolving Credit Loan, or Incremental Refinancing Term Loan made by
any Lender hereunder.


 


“Local Time” shall mean (a) with respect
to a Loan, Borrowing or Letter of Credit denominated in Dollars, New York time,
and (b) with respect to a Eurodollar Loan or Eurodollar Borrowing
denominated in any Foreign Currency, London time.


 


“Luxembourg Pledge Agreements” shall mean the
Luxembourg Pledge Agreements entered into by the US Borrower and the
Administrative Agent for the benefit of the Lenders to the US Borrower and the
other Secured Parties named therein, 


 


32

















 


substantially in the form of Exhibit M, as the
same may be amended, supplemented or otherwise modified from time to time.


 


“Management Group” shall mean, at any time,
the Chairman of the Board, any President, any Executive Vice President or Vice
President, any Managing Director, any Treasurer and any Secretary of any of the
Parent Companies, Holdings, the US Borrower or any Subsidiaries at such time.


 


“Mandatory Borrowing” shall have the meaning
provided in Section 2.1(d).


 


“Material Adverse Change” shall mean any
change in the business, assets, operations, properties or financial condition
of Holdings, the US Borrower and its Subsidiaries, taken as a whole, that would
materially adversely affect the ability of Holdings, the US Borrower and the
other Credit Parties, taken as a whole, to perform their obligations under this
Agreement or any of the other Credit Documents.


 


“Material Adverse Effect” shall mean a
circumstance or condition affecting the business, assets, operations,
properties or financial condition of Holdings, the US Borrower and the
Subsidiaries, taken as a whole, that would materially adversely affect
(a) the ability of Holdings, the US Borrower and the other Credit Parties,
taken as a whole, to perform their obligations under this Agreement or any of
the other Credit Documents or (b) the rights and remedies of the
Administrative Agent and the Lenders under this Agreement or any of the other
Credit Documents.


 


“Material Subsidiary” shall mean, at any date
of determination, (a) the UK Borrower and (b) each other Restricted
Subsidiary of the US Borrower (i) whose total assets at the last day of
the Test Period ending on the last day of the most recent fiscal period for
which Section 9.1 Financials have been delivered were equal to or greater
than 5% of the Consolidated Total Assets of the US Borrower and the Restricted
Subsidiaries at such date or (ii) whose gross revenues for such Test
Period were equal to or greater than 5% of the consolidated gross revenues of
the US Borrower and the Restricted Subsidiaries for such period, in each case
determined in accordance with GAAP.


 


“Maturity Date” shall mean the Tranche A-1
Term Loan Maturity Date, the Tranche A-2 Term Loan Maturity Date, Tranche E
Term Loan Maturity Date, the Tranche G Term Loan Maturity Date, Tranche H Term
Loan Maturity Date, Tranche I Term Loan Maturity Date, Extended Revolving
Credit Maturity Date or the Revolving Credit Maturity Date.


 


“Minimum Borrowing Amount” shall mean
(a) with respect to a Dollar Borrowing of Term Loans, Revolving Credit
Loans or Extended Revolving Credit Loans, $1,000,000, (b) with respect to
a Foreign Currency Borrowing of Term Loans, Revolving Credit Loans or Extended
Revolving Credit Loans, the smallest amount of the applicable Foreign Currency
that has a Dollar Equivalent in excess of $1,000,000 and (c) with respect
to a Borrowing of Swingline Loans, $100,000.


 


33

















 


“Minority Investment” shall mean any Person
(other than a Subsidiary) in which the US Borrower or any Restricted Subsidiary
owns capital stock or other equity interests.


 


“Moody’s” shall mean Moody’s Investors
Service, Inc. or any successor by merger or consolidation to its business.


 


“Mortgage” shall mean a Mortgage, Assignment
of Leases and Rents, Security Agreement and Financing Statement or other
Security Document entered into by the owner of a Mortgaged Property and the
Administrative Agent for the benefit of the Lenders and the other Secured
Parties named therein in respect of that Mortgaged Property, substantially in
the form of Exhibit F or, in the case of Mortgaged Properties located
outside the United States of America, in such form as agreed between the US
Borrower and the Administrative Agent, as the same may be amended, supplemented
or otherwise modified from time to time.


 


“Mortgaged Property” shall mean, initially,
each parcel of real estate and the improvements thereto owned by a Credit Party
and identified on Schedule 1.1(b), and includes each other parcel of real
property and improvements thereto with respect to which a Mortgage is granted
pursuant to Section 9.15.


 


“Net Cash Proceeds” shall mean, with respect
to any Prepayment Event or the issuance after the Funding Date by the US
Borrower of any Senior Subordinated Notes or capital stock, (a) the gross
cash proceeds (including payments from time to time in respect of installment
obligations, if applicable, but only as and when received) received by or on
behalf of Holdings, the US Borrower or any of the Restricted Subsidiaries in
respect of such Prepayment Event or issuance, as the case may be, less
(b) the sum of:


 


(i)  in the case of any Prepayment Event, the
amount, if any, of all taxes paid or estimated to be payable by Holdings, the
US Borrower or any of the Restricted Subsidiaries in connection with such
Prepayment Event,


 


(ii)  in the case of any Prepayment Event
(other than a Debt Incurrence Prepayment Event), the amount of any reasonable
reserve established in accordance with GAAP against any liabilities (other than
any taxes deducted pursuant to clause (i) above) (x) associated with
the assets that are the subject of such Prepayment Event and (y) retained
by Holdings, the US Borrower or any of the Restricted Subsidiaries; provided,
that the amount of any subsequent reduction of such reserve (other than in
connection with a payment in respect of any such liability) shall be deemed to
be Net Cash Proceeds of such a Prepayment Event occurring on the date of such
reduction,


 


(iii)  in the case of any Prepayment Event
(other than a Debt Incurrence Prepayment Event), the amount of any Indebtedness
(other than any Indebtedness hereunder) secured by a Lien on the assets that
are the subject of such Prepayment Event to the extent that the instrument
creating or evidencing such 


 


34

















 


Indebtedness
requires that such Indebtedness be repaid upon consummation of such Prepayment
Event,


 


(iv)  in the case of any Asset Sale Prepayment
Event (other than an Asset Sale Prepayment Event consummated pursuant to Section 10.4(e)),
the amount of any proceeds of such Asset Sale Prepayment Event that the US
Borrower has reinvested (or intends to reinvest within one year of the date of
such Asset Sale Prepayment Event) in the business of the US Borrower or any of
the Restricted Subsidiaries (subject to Section 9.14), provided
that any portion of such proceeds that has not been so reinvested within such
one-year period shall (x) be deemed to be Net Cash Proceeds of an Asset
Sale Prepayment Event occurring on the last day of such one-year period and
(y) be applied to the repayment of Term Loans in accordance with Section 5.2(a)(i);
provided  further that, for purposes of the preceding proviso,
such one-year period shall be extended by up to twelve months (or, if less,
extended by up to the shortest period of time in excess of one year that such a
reinvestment period exists pursuant to, or may be extended under the terms of,
any instrument governing any publicly offered or privately placed Indebtedness
of Holdings or the US Borrower) from the last day of such one-year period so
long as (A) such proceeds are to be reinvested within such additional
twelve-month period under the US Borrower’s business plan as most recently
adopted in good faith by its Board of Directors and (B) the US Borrower
believes in good faith that such proceeds will be so reinvested within such
additional twelve-month period, and


 


(v)  in the case of any Prepayment Event or the
issuance by the US Borrower of any Senior Subordinated Notes or capital stock,
reasonable and customary fees, commissions, expenses, issuance costs, discounts
and other costs paid by either of the Parent Companies, Holdings, the US
Borrower or any of the Restricted Subsidiaries, as applicable, in connection
with such Prepayment Event or issuance, as the case may be (other than those
payable to either of the Parent Companies, Holdings, the US Borrower or any
Subsidiary of the US Borrower), in each case only to the extent not already
deducted in arriving at the amount referred to in clause (a) above.


 


“New Extended Revolving Loan” shall have the
meaning provided in Section 2.14.


 


“New Extended Revolving Loan Commitments”
shall have the meaning provided in Section 2.14.


 


“New Extended Revolving Loan Lender” shall
have the meaning provided in Section 2.14.


 


“New Loan Commitments” shall have the meaning
provided in Section 2.14.


 


“New Revolving Loan” shall have the meaning
provided in Section 2.14.


 


“New Revolving Loan Commitments” shall have
the meaning provided in Section 2.14.


 


35

















 


“New Revolving Loan Lender” shall have the
meaning provided in Section 2.14.


 


“New Sellers” shall mean mg technologies ag
and certain of its subsidiaries that are parties to the Sale and Purchase
Agreement.


 


“New Tranche H Term Loan” shall have the
meaning provided in Section 2.14.


 


“New Tranche H Term Loan Commitments” shall
have the meaning provided in Section 2.14.


 


“New Tranche H Term Loan Lender” shall have
the meaning provided in Section 2.14.


 


“New Tranche I Term Loan” shall have the
meaning provided in Section 2.14.


 


“New Tranche I Term Loan Commitments” shall
have the meaning provided in Section 2.14.


 


“New Tranche I Term Loan Lender” shall have
the meaning provided in Section 2.14.


 


“Non-Defaulting Lender” shall mean and
include each Lender other than a Defaulting Lender.


 


“Non-Excluded Taxes” shall have the meaning
provided in Section 5.4(a).


 


“Notice of Borrowing” shall have the meaning
provided in Section 2.3.


 


“Notice of Conversion or Continuation” shall
have the meaning provided in Section 2.6.


 


“Obligations” shall have the meaning assigned
to such term in the applicable Security Documents.


 


“OID” shall have the meaning given to that
term in Section 2.15.


 


“Original Seller” shall mean Laporte Plc.


 


“Parent” shall mean Rockwood Holdings, Inc.,
a Delaware corporation.


 


“Parent Common Stock” shall mean any class of
common stock of Parent outstanding after the Funding Date.


 


“Parent Companies” shall mean the Parent, PIK
Holdco and any direct or indirect wholly owned Subsidiary of Parent or PIK
Holdco that is a direct or indirect parent company of Holdings.


 


36

















 


“Participant” shall have the meaning provided
in Section 14.6(c)(i).


 


“PBGC” shall mean the Pension Benefit
Guaranty Corporation established pursuant to Section 4002 of ERISA, or any
successor thereto.


 


“Perfection Certificate” shall mean a
certificate in the form of Exhibit G or any other form approved by the
Administrative Agent.


 


“Permitted Acquisition” shall mean the
acquisition, by merger or otherwise, by the US Borrower or any of the
Restricted Subsidiaries of assets or capital stock or other equity interests,
so long as (a) such acquisition and all transactions related thereto shall
be consummated in accordance with applicable law; (b) such acquisition
shall result in the issuer of such capital stock or other equity interests
becoming (i) a Restricted Subsidiary and (ii)(x) in the case of a
Restricted Domestic Subsidiary, a US Subsidiary Guarantor or (y) in the
case of a Restricted Foreign Subsidiary, a Foreign Subsidiary Guarantor, in
each case to the extent required by Section 9.11; (c) such
acquisition shall result in the Administrative Agent, for the benefit of the
applicable Lenders, being granted a security interest in any capital stock or
any assets so acquired to the extent required by Sections 9.11, 9.12 and/or
9.15; (d) after giving effect to such acquisition, no Default or Event of
Default shall have occurred and be continuing; and (e) the US Borrower
shall be in compliance, on a pro  forma basis after giving effect
to such acquisition (including any Indebtedness assumed or permitted to exist
or incurred pursuant to Sections 10.1(j) and 10.1(k), respectively,
and any related Pro Forma Adjustment), with the covenants set forth in
Sections 10.9 and 10.10, as such covenants are recomputed as at the last day
of the most recently ended Test Period under such Sections as if such
acquisition had occurred on the first day of such Test Period.


 


“Permitted Additional Notes” shall mean
senior or senior subordinated notes, issued by the US Borrower, (i) the
terms of which (1) do not provide for any scheduled repayment or
redemption, mandatory repayment or redemption or sinking fund obligation prior
to the date that is 182 days following the date that is eight years after the
Funding Date (other than customary offers to purchase upon a change of control,
asset sale or event of loss and customary acceleration rights after an event of
default) and (2) to the extent senior subordinated notes, provide for customary subordination to the Obligations under
the Credit Documents, (ii) the covenants, events of default, Subsidiary
guarantees and other terms of which (other than interest rate and redemption
premiums), taken as a whole, are not more restrictive to the US Borrower and
the Subsidiaries than those in the Subordinated Notes, (iii) which shall
bear a rate of interest determined by the Board of Directors of the US Borrower
to be a market rate of interest at the date of their issuance, (iv) of
which no Subsidiary of the US Borrower (other than a Guarantor) is an obligor under
such notes that is not an obligor under the Subordinated Notes and (v) the
principal amount of which, when taken together with the amount of any New Loan
Commitments hereunder (or New Revolving Loans, New Extended Revolving Loans,
New Tranche H Term Loans or New Tranche I Term Loans made pursuant thereto),
shall not exceed $250,000,000 in the aggregate.


 


37

















 


“Permitted Additional PIK Notes” shall mean
(a) PIK Notes other than PIK Notes issued as Permitted PIK Debt and
(b) PIK Refinancing Indebtedness or PIK Refinancing Preferred Stock issued
in connection with any refinancing or replacement of PIK Notes issued under
clause (a) of this definition; provided, that the aggregate
principal amount of Permitted Additional PIK Notes and Permitted Additional
Subordinated Notes outstanding at any time shall not exceed $250,000,000, plus
accrued interest thereon as provided in the PIK Notes Documents or the
Subordinated Note Indenture, as the case may be.


 


“Permitted Additional Subordinated Notes”
shall mean (i) Subordinated Notes other than Subordinated Notes issued as
Permitted Subordinated Debt and/or (ii) Senior Subordinated Notes other
than Senior Subordinated Notes issued as Permitted Senior Subordinated Debt; provided,
that the aggregate principal amount of Permitted Additional PIK Notes and
Permitted Additional Subordinated Notes outstanding at any time shall not
exceed $250,000,000, plus accrued interest thereon as provided in the
PIK Notes Documents, the Subordinated Note Indenture or the Senior Subordinated
Notes Indenture, as the case may be.


 


“Permitted Amendments” shall mean an
extension of the final maturity date of the Extended Revolving Credit Loans and
the Extended Revolving Credit Commitments of the Accepting Lenders (provided,
that such extensions may not result in having more than two additional final
maturity date under this Agreement in any year without the consent of the
Administrative Agent) and in, connection therewith, any increase in the Applicable
ABR Margin and Applicable Eurodollar Margin with respect to the applicable
Loans and/or Commitments of the Accepting Lenders and the payment of additional
fees to the Accepting Lenders (such increase and/or payments to be in the form
of cash, equity interest or other property to the extent not prohibited by this
Agreement).


 


“Permitted Capital Expenditure Amount” shall
have the meaning provided in Section 10.11(a).


 


“Permitted Investments” shall mean
(a) securities issued or unconditionally guaranteed by the United States
government or any agency or instrumentality thereof, in each case having
maturities of not more than 24 months from the date of acquisition thereof;
(b) securities issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof
or any political subdivision of any such state or any public instrumentality
thereof having maturities of not more than 24 months from the date of
acquisition thereof and, at the time of acquisition, having an investment grade
rating generally obtainable from either S&P or Moody’s (or, if at any time
neither S&P nor Moody’s shall be rating such obligations, then from another
nationally recognized rating service); (c) commercial paper issued by any
Lender or any bank holding company owning any Lender; (d) commercial paper
maturing no more than 12 months after the date of creation thereof and, at
the time of acquisition, having a rating of at least A-2 or P-2 from either
S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be
rating such obligations, an equivalent rating from another nationally
recognized rating service); (e) domestic and 


 


38

















 


eurodollar certificates of deposit or bankers’
acceptances maturing no more than two years after the date of acquisition
thereof issued by any Lender or any other bank having combined capital and
surplus of not less than $250,000,000 in the case of domestic banks and
$100,000,000 (or the dollar equivalent thereof) in the case of foreign banks;
(f) repurchase agreements with a term of not more than 30 days for
underlying securities of the type described in clauses (a), (b) and (e) above
entered into with any bank meeting the qualifications specified in clause (e) above
or securities dealers of recognized national standing; (g) marketable
short-term money market and similar securities, having a rating of at least A-2
or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor
Moody’s shall be rating such obligations, an equivalent rating from another
nationally recognized rating service); (h) shares of investment companies
that are registered under the Investment Company Act of 1940 and invest solely
in one or more of the types of securities described in clauses (a) through
(g) above; and (i) in the case of investments by any Restricted
Foreign Subsidiary or investments made in a country outside the United States
of America, other customarily utilized high-quality investments in the country
where such Restricted Foreign Subsidiary is located or in which such investment
is made.


 


“Permitted Liens” shall mean (a) Liens
for taxes, assessments or governmental charges or claims not yet due or which
are being contested in good faith and by appropriate proceedings for which
appropriate reserves have been established in accordance with GAAP;
(b) Liens in respect of property or assets of the US Borrower or any of
the Subsidiaries imposed by law, such as carriers’, warehousemen’s and
mechanics’ Liens and other similar Liens arising in the ordinary course of
business, in each case so long as such Liens arise in the ordinary course of
business and do not individually or in the aggregate have a Material Adverse
Effect; (c) Liens arising from judgments or decrees in circumstances not
constituting an Event of Default under Section 11.14; (d) Liens
incurred or deposits made in connection with workers’ compensation,
unemployment insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, performance and return-of-money bonds and other
similar obligations incurred in the ordinary course of business;
(e) ground leases in respect of real property on which facilities owned or
leased by the US Borrower or any of its Subsidiaries are located;
(f) easements, rights-of-way, restrictions, minor defects or
irregularities in title and other similar charges or encumbrances not
interfering in any material respect with the business of Holdings, the US
Borrower and its Subsidiaries, taken as a whole; (g) any interest or title
of a lessor or secured by a lessor’s interest under any lease permitted by this
Agreement; (h) Liens in favor of customs and revenue authorities arising
as a matter of law to secure payment of customs duties in connection with the
importation of goods; (i) Liens on goods the purchase price of which is
financed by a documentary letter of credit issued for the account of the US
Borrower or any of its Subsidiaries; provided, that such Lien secures
only the obligations of the US Borrower or such Subsidiaries in respect of such
letter of credit to the extent permitted under Section 10.1;
(j) leases or subleases and licenses or sub-licenses granted to others not
interfering in any material respect with the business of Holdings, the US
Borrower and its Subsidiaries, taken as a whole; (k) Liens created in the
ordinary course of business in favor of banks and other financial institutions
over credit balances of any bank accounts of any of the Parent Companies,
Holdings, the US Borrower and the Restricted Subsidiaries held at such banks or



 


39

















 


financial institutions, as the case may be, to
facilitate the operation of cash pooling and/or interest set-off arrangements
in respect of such bank accounts in the ordinary course of business; and
(l) Liens on accounts receivables, the account into which such accounts
receivable are paid and other related rights in respect of which security
interests are customarily granted in connection with asset securitization
transactions involving accounts receivable, in each case, in favor of the
factoring or financing party in respect of such accounts receivable; provided,
that the applicable accounts receivable financing facilities or factoring
arrangements are permitted by Section 10.4(e).


 


“Permitted PIK Debt” shall mean (a) the
PIK Notes and (b) the 2011 Senior Notes; provided, that the
aggregate principal amount of such PIK Notes and 2011 Senior Notes (together
with the aggregate principal amount of the PIK Refinancing Indebtedness and the
aggregate liquidation preference of PIK Refinancing Preferred Stock, in each
case to the extent replacing the foregoing) outstanding at any time shall not
exceed $170,000,000, plus accrued interest and dividends in accordance
with the PIK Notes Documents or the 2011 Senior Notes Indenture, as applicable.


 


“Permitted Sale Leaseback” shall mean any
Sale Leaseback consummated by the US Borrower or any of the Restricted
Subsidiaries after the Funding Date; provided, that such Sale Leaseback
is consummated for fair value as determined at the time of consummation in good
faith by the US Borrower and, in the case of any Sale Leaseback (or series of
related Sales Leasebacks) the aggregate proceeds of which exceed $20,000,000,
the Board of Directors of the US Borrower (which such determination may take
into account any retained interest or other investment of the US Borrower or
such Restricted Subsidiary in connection with, and any other material economic
terms of, such Sale Leaseback).


 


“Permitted Senior Subordinated Debt” shall
mean (a) the Senior Subordinated Loans and (b) the Senior
Subordinated Notes to the extent that the Net Cash Proceeds therefrom are applied
to prepay the principal of, and accrued interest on, the Senior Subordinated
Loans or refinance or replace other Senior Subordinated Notes; provided
that the aggregate principal amount of such Senior Subordinated Loans and
Senior Subordinated Notes outstanding at any time shall not exceed the sum of
$350,000,000 and €419,076,355.71 plus any redemption or prepayment
premiums payable in respect of the Senior Subordinated Loans.


 


“Permitted Subordinated Debt” shall mean the
Subordinated Notes, provided that the aggregate principal amount of such
Subordinated Notes outstanding at any time shall not exceed $375,000,000.


 


“Person” shall mean any individual,
partnership, joint venture, firm, corporation, limited liability company,
association, trust or other enterprise or any Governmental Authority.


 


“PIK Holdco” shall mean Rockwood Specialties
Consolidated, Inc., a Delaware corporation.


 


40






 












 


“PIK Notes” shall mean pay-in-kind loans and
notes of PIK Holdco issued pursuant to the documents listed in clauses (a) and
(b) of the definition of the PIK Notes Documents.


 


“PIK Notes Documents” shall mean (a) the
PIK Bridge Loan Agreement dated as of November 20, 2000, as amended,
supplemented or otherwise modified from time to time, among PIK Holdco, as
Borrower, the lenders from time to time parties thereto, Merrill Lynch Capital
Corporation, as agent, and Merrill Lynch International, as arranger, pursuant
to which the PIK Notes were issued, (b) the PIK Note Purchase Agreement
between PIK Holdco and Allianz Lebensversicherungs-AG, Stuttgart, dated as of February 7,
2001, as the same may be amended, supplemented or otherwise modified from time
to time and (c) all agreements and instruments governing the issuance or
terms of any PIK Refinancing Indebtedness or PIK Refinancing Preferred Stock.


 


“PIK Proceeds Equity Contribution” shall mean
the contribution by Holdings to the US Borrower as common equity of an amount
in cash equal to the amount of the Net Cash Proceeds of Permitted Additional
PIK Notes (other than Permitted Additional PIK Notes described in clause (b) of
the definition thereof) issued by PIK Holdco, with such contribution made using
the Net Cash Proceeds of a prior contribution in cash by PIK Holdco to Holdings
from the Net Cash Proceeds of the issuance by PIK Holdco of such Permitted
Additional PIK Notes.


 


“PIK Refinancing Indebtedness” shall mean any
Indebtedness of PIK Holdco or Holdings issued or given in exchange for, or the
proceeds of which are used substantially simultaneously with the issuance
thereof to refinance or replace, PIK Notes or Permitted Additional PIK Notes
incurred pursuant to the terms of this Agreement, so long as (i) the
aggregate principal amount of such Indebtedness does not exceed the aggregate
principal amount of the PIK Notes or Permitted Additional PIK Notes for which
such Indebtedness is being exchanged, or to be refinanced or replaced with such
Indebtedness, plus accrued interest, redemption premiums or dividends in
accordance with the PIK Notes Documents, (ii) such Indebtedness has a
maturity no earlier than the maturity of the PIK Notes or Permitted Additional
PIK Notes being refinanced or replaced, (iii) such Indebtedness does not
provide for the payment of interest in cash on any date that is earlier than
the date upon which interest or dividends may be paid in cash under the terms
of the PIK Notes or Permitted Additional PIK Notes being refinanced or replaced,
(iv) all other terms of such refinancing or replacement Indebtedness are,
taken as a whole, no more adverse to the interests of the Lenders than those
previously existing with respect to the PIK Notes or Permitted Additional PIK
Notes being refinanced or replaced and (v) such refinancing or replacement
Indebtedness shall bear a rate of interest determined by the Board of Directors
of PIK Holdco or Holdings, as applicable, to be a market rate of interest at
the date of such refinancing or replacement and have other terms customary for
similar issuances under similar market conditions or otherwise be on terms
reasonably acceptable to the Administrative Agent.


 


“PIK Refinancing Preferred Stock” shall mean
any preferred capital stock or preferred equity interest of PIK Holdco or
Holdings issued or given in exchange for, or 


 


41

















 


the proceeds of which are used substantially
simultaneously with the issuance thereof to refinance or replace, PIK Notes or
Permitted Additional PIK Notes incurred pursuant to the terms of this
Agreement, so long as (i) the aggregate liquidation preference of such
preferred capital stock or preferred equity interest does not exceed the
aggregate principal amount of the PIK Notes or Permitted Additional PIK Notes
for which such preferred capital stock or preferred equity interest is being
exchanged, or to be refinanced or replaced with such preferred capital stock or
preferred equity interest, plus accrued interest or dividends in accordance
with the PIK Notes Documents, (ii) such capital stock or equity interest
has a maturity no earlier than the maturity of the PIK Notes or Permitted
Additional PIK Notes being refinanced or replaced, (iii) such capital
stock or equity interest does not provide for the payment of dividends in cash
on any date that is earlier than the date upon which interest or dividends may
be paid in cash under the terms of the PIK Notes or Permitted Additional PIK
Notes being refinanced or replaced, (iv) all other terms of such
refinancing or replacement capital stock or equity interest are, taken as a
whole, no more adverse to the interests of the Lenders than those previously
existing with respect to the PIK Notes or Permitted Additional PIK Notes being
refinanced or replaced and (v) such refinancing or replacement capital
stock or equity interest shall bear a dividend rate determined by the Board of
Directors of PIK Holdco or Holdings, as applicable, to be a market dividend
rate at the date of such refinancing or replacement and have other terms
customary for similar issuances under similar market conditions or otherwise be
on terms reasonably acceptable to the Administrative Agent.


 


“Plan” shall mean any multiemployer or
single-employer plan, as defined in Section 4001 of ERISA and subject to
Title IV of ERISA, that is or was within any of the preceding five plan years
maintained or contributed to by (or to which there is or was an obligation to
contribute or to make payments to) the US Borrower, a Subsidiary or an ERISA
Affiliate.


 


“Pledge Agreement” shall mean the Pledge
Agreement, entered into by Holdings, the US Borrower, the other pledgors party
thereto and the Administrative Agent for the benefit of the Lenders,
substantially in the form of Exhibit H, as the same may be amended,
supplemented or otherwise modified from time to time.


 


“Post-Closing Schedule” shall have the
meaning provided in Section 9.18.


 


“Prepayment Event” shall mean any Asset Sale
Prepayment Event, Debt Incurrence Prepayment Event or any Permitted Sale
Leaseback.


 


“Prime Rate” shall mean the rate of interest
per annum announced from time to time by CS as its reference rate in effect at
its principal office in New York City (the Prime Rate not being intended to be
the lowest rate of interest charged by CS in connection with extensions of
credit to debtors); each change in the Prime Rate shall be effective as of the
opening of business on the date such change is announced as being effective.


 


“Pro Forma Adjustment” shall mean, for any
Test Period that includes any of the six fiscal quarters first ending following
any Permitted Acquisition, with respect to 


 


42

















 


the Acquired EBITDA of the applicable Acquired
Entity or Business or the Consolidated EBITDA of the Borrower affected by such
acquisition, the pro  forma increase or decrease in such Acquired
EBITDA or such Consolidated EBITDA, as the case may be, projected by the US
Borrower in good faith as a result of reasonably identifiable and supportable
net cost savings or additional net costs, as the case may be, realizable during
such period by combining the operations of such Acquired Entity or Business
with the operations of the US Borrower and its Subsidiaries; provided,
that so long as such net cost savings or additional net costs will be
realizable at any time during such six-quarter period, it may be assumed, for
purposes of projecting such pro forma increase or decrease
to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that
such net cost savings or additional net costs will be realizable during the
entire such period; provided  further, that any such pro forma
increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as
the case may be, shall be without duplication for net cost savings or
additional net costs actually realized during such period and already included
in such Acquired EBITDA or such Consolidated EBITDA, as the case may be.


 


“Pro Forma Adjustment Certificate” shall mean
any certificate of an Authorized Officer of the US Borrower delivered pursuant
to Section 9.1(h) or setting forth the information described in
clause (iv) to Section 9.1(d).


 


“Purchase Agreement” shall mean the Business
and Share Sale and Purchase Agreement dated September 25, 2000, between
the Original Seller and Parent pursuant to which Parent, the US Borrower and
the Subsidiaries (i) acquired from the Original Seller (x) all the
Original Seller’s assets (including capital stock) primarily used in the
conduct of the Original Seller’s Plastics & Compounding, Water
Technologies, Timber Treatments, Water Treatments, GD Holmes, Electronics,
Pigments and Additives business divisions and (y) all the outstanding
capital stock of Laporte Electronics France, S.A. and (ii) assumed certain
liabilities of the Original Seller, all as provided in such purchase agreement,
for consideration payable to the Original Seller in the aggregate amount of
$1,175,000,000 in cash (subject to certain purchase price adjustments in
accordance with such purchase agreement).


 


“Qualified Preferred Stock” shall mean any
preferred capital stock or preferred equity interest of any of the Parent
Companies (a) that does not provide for any cash dividend payments or
other cash distributions in respect thereof on or prior to the Tranche G Term
Loan Maturity Date and (b) that by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable or
exercisable) or upon the happening of any event does not (i)(x) mature or
become mandatorily redeemable pursuant to a sinking fund obligation or
otherwise, (y) become convertible or exchangeable at the option of the
holder thereof for Indebtedness or preferred stock that is not Qualified
Preferred Stock or (z) become redeemable at the option of the holder
thereof (other than as a result of a change of control event), in whole or in
part, in each case on or prior to the first anniversary of the Tranche G
Term Loan Maturity Date and (ii) provide holders thereunder with any
rights upon the occurrence of a “change of control” event prior to the
repayment of the Obligations under the Credit Documents.


 


43

















 


“Quotation Day” shall mean, with respect to
any Eurodollar Borrowing denominated in a Foreign Currency and any Interest
Period, the day on which it is market practice in the relevant interbank market
for prime banks to give quotations for deposits in the currency of such
Borrowing for delivery on the first day of such Interest Period.  If such quotations would normally be given by
prime banks on more than one day, the Quotation Day will be the last of such
days.


 


“Real Estate” shall have the meaning given to
that term in Section 9.1(f).


 


“Recalculation Date” shall have the meaning
provided in Section 1.2.


 


“Reference Lender” shall mean CS.


 


“Refinancing Date” shall mean the date that
is 182 days prior to the maturity of the Subordinated Notes.


 


“Refinancing Series” shall have the meaning
given to that term in Section 2.15.


 


“Register” shall have the meaning provided in
Section 14.6(b)(iv).


 


“Regulation D” shall mean
Regulation D of the Board as from time to time in effect and any successor
to all or a portion thereof establishing reserve requirements.


 


“Regulation T” shall mean
Regulation T of the Board as from time to time in effect and any successor
to all or a portion thereof establishing margin requirements.


 


“Regulation U” shall mean Regulation U
of the Board as from time to time in effect and any successor to all or a
portion thereof establishing margin requirements.


 


“Regulation X” shall mean
Regulation X of the Board as from time to time in effect and any successor
to all or a portion thereof establishing margin requirements.


 


“Related Parties” means, with respect to any
specified Person, such Person’s Affiliates and the directors, officers,
employees, agents, trustees and advisors of such Person and any Person that
possesses, directly or indirectly, the power to direct or cause the direction
of the management or policies of such Person, whether through the ability to
exercise voting power, by contract or otherwise.


 


“Repayment Amount” shall mean any
Tranche A-1 Repayment Amount, any Tranche A-2 Repayment Amount, any
Tranche E Repayment Amount, any Tranche G Repayment Amount, any Tranche H
Repayment Amount or any Tranche I Repayment Amount.


 


44

















 


“Repayment Date” shall mean a
Tranche A-1 Repayment Date, a Tranche A-2 Repayment Date, a Tranche E
Repayment Date, a Tranche G Repayment Date, any Tranche H Repayment Date or any
Tranche I Repayment Date.


 


“Reportable Event” shall mean an event
described in Section 4043 of ERISA and the regulations thereunder.


 


“Required Extended Revolving Credit Lenders”
shall mean, at any date, (a) Non-Defaulting Lenders having or holding a
majority of the Dollar Equivalent of the Adjusted Total Extended Revolving
Credit Commitment at such date or (b) if the Total Extended Revolving
Credit Commitment has been terminated, the holders (excluding Defaulting
Lenders) of a majority of the outstanding principal amount of the Dollar
Equivalent of the Extended Revolving Credit Loans and Letter of Credit
Exposures relating to Letters of Credit issued under the Extended Revolving
Credit Commitment (excluding the Loans and Letter of Credit Exposures of
Defaulting Lenders) in the aggregate at such date.


 


“Required Lenders” shall mean, at any date,
(a) Non-Defaulting Lenders having or holding a majority of the sum of the
Dollar Equivalent of (i) the Adjusted Total Revolving Credit Commitment at
such date, (ii) the Adjusted Total Extended Revolving Credit Commitment at
such date, (iii) the Adjusted Total Term Loan Commitment at such date and
(iv) the outstanding principal amount of the Term Loans (excluding the
Term Loans held by Defaulting Lenders) at such date or (b) if the Total
Revolving Credit Commitment, the Total Extended Revolving Credit Commitment and
the Total Term Loan Commitment have been terminated or for the purposes of
acceleration pursuant to Section 11, the holders (excluding Defaulting Lenders)
of a majority of the Dollar Equivalent of the outstanding principal amount of
the Loans and Letter of Credit Exposures (excluding the Loans and Letter of
Credit Exposures of Defaulting Lenders) in the aggregate at such date.


 


“Required Revolving Credit Lenders” shall
mean, at any date, (a) Non-Defaulting Lenders having or holding a majority
of the Dollar Equivalent of the Adjusted Total Revolving Credit Commitment
at such date or (b) if the Total Revolving Credit Commitment has been
terminated, the holders (excluding Defaulting Lenders) of a majority of the
outstanding principal amount of the Dollar Equivalent of the Revolving Credit
Loans and Letter of Credit Exposures relating to Letters of Credit issued under
the Revolving Credit Commitment (excluding the Loans and Letter of Credit
Exposure of Defaulting Lenders) in the aggregate at such date.


 


“Required Tranche A Lenders” shall mean, at
any date, Non-Defaulting Lenders having or holding a majority of the sum of
(a) the portion of the Adjusted Total Term Loan Commitment that relates to
Tranche A Term Loan Commitments at such date and (b) the outstanding
principal amount of the Tranche A-1 Term Loans and the Tranche A-2 Term Loans
(excluding the Tranche A-1 Term Loans and Tranche A-2 Term Loans held by
Defaulting Lenders) in the aggregate at such date.


 


45

















 


“Required Tranche E Term Loan Lenders” shall
mean, at any date, Non-Defaulting Lenders having or holding a majority of the
sum of (a) the portion of the Adjusted Total Term Loan Commitment that
relates to Tranche E Term Loan Commitments at such date and (b) the
outstanding principal amount of the Tranche E Term Loans (excluding the Tranche
E Term Loans held by Defaulting Lenders) in the aggregate at such date.


 


“Required Tranche G Term Loan Lenders” shall
mean, at any date, Non-Defaulting Lenders having or holding a majority of the
sum of (a) the portion of the Adjusted Total Term Loan Commitment that
relates to Tranche G Term Loan Commitments at such date and (b) the
outstanding principal amount of the Tranche G Term Loans (excluding the Tranche
G Term Loans held by Defaulting Lenders) in the aggregate at such date.


 


“Required Tranche H Term Loan Lenders” shall
mean, at any date, Non-Defaulting Lenders having or holding a majority of the
sum of (a) the portion of the Adjusted Total Term Loan Commitment that
relates to Tranche H Term Loan Commitments at such date and (b) the
outstanding principal amount of the Tranche H Term Loans (excluding the Tranche
H Term Loans held by Defaulting Lenders) in the aggregate at such date.


 


“Required Tranche I Term Loan Lenders” shall
mean, at any date, Non-Defaulting Lenders having or holding a majority of the
sum of (a) the portion of the Adjusted Total Term Loan Commitment that
relates to Tranche I Term Loan Commitments at such date and (b) the
outstanding principal amount of the Tranche I Term Loans (excluding the Tranche
I Term Loans held by Defaulting Lenders) in the aggregate at such date.


 


“Requirement of Law” shall mean, as to any
Person, the Certificate of Incorporation and By-Laws or other organizational or
governing documents of such Person, and any law, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or assets or to which such Person or any of its property or assets is
subject.


 


“Restatement Date” shall mean the date on
which the conditions to the effectiveness of the amendment and restatement of
the Existing Credit Agreement as set forth herein that are specified in the
Amendment Agreement shall be satisfied.


 


“Restricted Domestic Subsidiary” shall mean a
Domestic Subsidiary that is a Restricted Subsidiary.


 


“Restricted Foreign Subsidiary” shall mean a
Foreign Subsidiary that is a Restricted Subsidiary.


 


“Restricted Subsidiary” shall mean any
Subsidiary of the US Borrower other than an Unrestricted Subsidiary.


 


46

















 


“Revolver Refinancing Indebtedness” shall
mean Indebtedness issued or incurred under a new revolving credit facility (a “Additional
Refinancing Revolver”) that permanently refinances, refunds, extends,
renews or replaces all or a portion of the Revolving Credit Commitments or the
Extended Revolving Credit Commitments hereunder; provided that (a) the
available commitments under such Additional Refinancing Revolver when added to
any Revolving Credit Commitments and Extended Revolving Credit Commitments not
permanently refinanced with such Additional Refinancing Revolver shall not
exceed the sum of the Total Revolving Credit Commitments and the Total
Extended Revolving Credit Commitments outstanding immediately prior to the
Restatement Date, (b) the US
Borrower and the UK Borrower shall be the only borrowers under such Additional
Refinancing Revolver and the Subsidiary Guarantors shall be the only
guarantors, if any, with respect thereto, (c) such Additional Refinancing
Revolver contains covenants and events of default which, taken as a whole, are
determined in good faith by the Chief Financial Officer of the US Borrower to
be the same in all material respects as (or less restrictive than) the
covenants and events of default contained herein, (d) the maturity date of
the Additional Refinancing Revolver shall be no shorter than the final maturity
of the Revolving Credit Commitments or the Extended Revolving Credit
Commitments that it is refinancing, (e) the Indebtedness under such
Additional Refinancing Revolver, if secured, is secured only by Liens on the
Collateral (and not by any other assets) granted in favor of the Collateral
Agent or another agent appointed in connection with such Additional Refinancing
Revolver that are subject to the terms of an intercreditor agreement that is reasonably
satisfactory to the Collateral Agent and (f) the interest rate applicable
to the Additional Refinancing Revolver shall be determined by the US Borrower
and the applicable new lenders.


 


“Revolving Credit Commitment” shall mean,
(a) with respect to each Lender that is a Lender on the Funding Date, the
amount set forth opposite such Lender’s name on Schedule 1.1(c) as
such Lender’s “Revolving Credit Commitment” and (b) in the case of any
Lender that becomes a Lender after the Funding Date, the amount specified as
such Lender’s “Revolving Credit Commitment” in the Assignment and Acceptance
pursuant to which such Lender assumed a portion of the Total Revolving Credit
Commitment, in each case as the same may be changed from time to time pursuant
to the terms hereof.


 


“Revolving Credit Commitment Percentage”
shall mean at any time, for each Lender, the percentage obtained by dividing
(a) such Lender’s Revolving Credit Commitment by (b) the aggregate
amount of the Revolving Credit Commitments; provided, that at any time
when the Total Revolving Credit Commitment shall have been terminated, each
Lender’s Revolving Credit Commitment Percentage shall be its Revolving Credit
Commitment Percentage as in effect immediately prior to such termination.


 


“Revolving Credit Exposure” shall mean, with
respect to any Lender at any time, the sum of (a) the aggregate principal
amount of the Dollar Equivalent of the Revolving Credit Loans of such Lender
then outstanding and (b) such Lender’s Letter of Credit Exposure at such
time.


 


47

















 


“Revolving Credit Loans” shall have the
meaning provided in Section 2.1(b).


 


“Revolving Credit Maturity Date” shall mean
the date that is six years after the Funding Date, or, if such date is not a
Business Day, the next preceding Business Day.


 


“Rockwood Group” shall mean the US Borrower
and its Restricted Subsidiaries immediately prior to the Acquisition.


 


“RSGI Dollar Debt Escrow Account” shall mean
Dollar Account Number 313122 established with the Financing Escrow Agent, to be
administered pursuant to the terms of the Financing Escrow Agreement.


 


“RSGI Euro Debt Escrow Account” shall mean
Euro Account Number 7357879780 established with the Financing Escrow Agent, to
be administered pursuant to the terms of the Financing Escrow Agreement.


 


“Sale and Purchase Agreement” shall mean the
Sale and Purchase Agreement, notarized on April 19, 2004, between mg
technologies ag, MG North America Holdings Inc., Knight Erste
Beteiligungs-GmbH, Knight Zweite Beteiligungs-GmbH, Knight Dritte
Beteiligungs-GmbH, Knight Vierte Beteiligungs-GmbH, Knight Fünfte
Beteiligungs-GmbH and RW Holding Corp. as the same may be amended, supplemented
or otherwise modified from time to time in accordance with the terms of this Agreement.


 


“Sale Leaseback” shall mean any transaction
or series of related transactions pursuant to which the US Borrower or any of
the Restricted Subsidiaries (a) sells, transfers or otherwise disposes of
any property, real or personal, whether now owned or hereafter acquired, and
(b) as part of such transaction, thereafter rents or leases such property
or other property that it intends to use for substantially the same purpose or
purposes as the property being sold, transferred or disposed.


 


“S&P” shall mean Standard & Poor’s
Ratings Services or any successor by merger or consolidation to its business.


 


“SEC” shall mean the Securities and Exchange
Commission or any successor thereto.


 


“Second Amendment” shall mean the Second
Amendment to this Agreement, dated as of December 10, 2004.


 


“Second Amendment Effective Date” shall mean
the date on which the Second Amendment becomes effective.


 


“Section 9.1 Financials” shall mean the
financial statements delivered, or required to be delivered, pursuant to Section 9.1(a) or
(b) together with the accompanying officer’s certificate delivered, or
required to be delivered, pursuant to Section 9.1(d).


 


48

















 


“Secured Parties” shall have the meaning
assigned to such term in the applicable Security Documents.


 


“Security Agreement” shall mean the Security
Agreement entered into by the US Borrower, the other grantors party thereto and
the Administrative Agent for the benefit of the Lenders and the other Secured
Parties named therein, substantially in the form of Exhibit I, as the same
may be amended, supplemented or otherwise modified from time to time.


 


“Security Documents” shall mean,
collectively, (a) the Guarantee, (b) the Pledge Agreement,
(c) the Security Agreement, (d) the Foreign Security Documents,
(e) the Mortgages and (f) each other security agreement or other
instrument or document executed and delivered pursuant to Section 9.11 or
9.12 or pursuant to any of the Security Documents to secure any of the
Obligations.


 


“Seller” shall mean any Original Seller or
New Seller.


 


“Senior Secured Debt” shall mean, at any
time, Consolidated Total Debt at such time minus any unsecured
Indebtedness included therein.


 


“Senior Secured Debt to Consolidated EBITDA Ratio”
shall mean, as of any date of determination, the ratio of (a) Senior
Secured Debt as of the last day of the relevant Test Period to
(b) Consolidated EBITDA for such Test Period.


 


“Senior Subordinated Loan Agreement” shall
mean the Senior Subordinated Loan Agreement dated as of the Funding Date among
the US Borrower, as borrower, the several lenders from time to time party
thereto, CS, as administrative agent, Goldman Sachs Credit Partners L.P., as
syndication agent, UBS AG, Stamford Branch, as documentation agent, CS, UBS Loan
Finance LLC and Goldman Sachs Credit Partners L.P., as initial lenders, and CS,
UBS Securities LLC and Goldman Sachs Credit Partners L.P., as lead arrangers,
as the same may be amended, supplemented or otherwise modified from time to
time to the extent permitted by Section 10.7(b).


 


“Senior Subordinated Loans” shall mean
(a) subordinated loans made pursuant to the Senior Subordinated Loan
Agreement and having a final maturity not earlier than the date that is ten
years after the Closing Date and (b) any replacement or refinancing
thereof having terms no more materially adverse to the interests of the Lenders
than the terms thereof; provided, that any such amendment, replacement
or refinancing shall bear a rate of interest determined by the Board of Directors
of the US Borrower to be a market rate of interest at the date of such
amendment, replacement or refinancing and have other terms customary for
similar issuances under similar market conditions or otherwise be on terms
reasonably acceptable to the Administrative Agent.


 


“Senior Subordinated Notes” shall mean
(a) any Senior Subordinated Notes of the US Borrower issued after the
Funding Date pursuant to the Senior Subordinated Notes Indenture to refinance
any amounts outstanding under the Senior Subordinated Loan Agreement plus
any redemption or prepayment premiums payable in respect thereof and
(b) any replacement or refinancing thereof having terms no more 


 


49

















 


materially adverse to the interests of the Lenders
than the terms thereof; provided, that any such amendment, replacement
or refinancing shall bear a rate of interest determined by the Board of
Directors of the US Borrower to be a market rate of interest at the date of
such amendment, replacement or refinancing and have other terms customary for
similar issuances under similar market conditions or otherwise be on terms
reasonably acceptable to the Administrative Agent.


 


“Senior Subordinated Notes Indenture” shall
mean any Indenture entered into after the Funding Date pursuant to which the
Senior Subordinated Notes are issued, as the same may be amended, supplemented
or otherwise modified from time to time to the extent permitted by Section 10.7(b).


 


“Series” shall have
the meaning provided in Section 2.14.


 


“Singapore Guarantee” shall mean the
Singapore Guarantee Agreement, made by each of the Singapore Guarantors in
favor of the Administrative Agent for the benefit of the Lenders to the UK
Borrower and the other Secured Parties named therein, substantially in the form
of Exhibit J-1, as the same may be amended, supplemented or otherwise
modified from time to time.


 


“Singapore Guarantors” shall mean
(a) each Subsidiary of the US Borrower (other than an Unrestricted
Subsidiary) on the Funding Date that is a member of the Rockwood Group and that
is incorporated under the laws of Singapore P.O.C. and is a party to the
Singapore Guarantee and (b) each Subsidiary of the US Borrower that is
incorporated under the laws of Singapore P.O.C. and that becomes a party to the
Singapore Guarantee after the Funding Date pursuant to Section 9.11.


 


“Singapore Pledge Agreements” shall mean
(a) the Singapore Pledge Agreement, entered into by the US Borrower and
the Administrative Agent for the benefit of the Lenders to the UK Borrower and
the other Secured Parties named therein and (b) the Singapore Pledge
Agreement entered into by the US Borrower and the Administrative Agent for the
benefit of the Lenders to the US Borrower and the other Secured Parties named
therein, in each case, substantially in the form of Exhibit J-2(a) or
(b), as applicable, as the same may be amended, supplemented or otherwise
modified from time to time.


 


“Singapore Security Agreement” shall mean the
Singapore Fixed and Floating Charge entered into by the Singapore Guarantors,
certain other Restricted Subsidiaries and the Administrative Agent for the
benefit of the Lenders to the UK Borrower and the other Secured Parties named
therein, substantially in the form of Exhibit J-3, as the same may be
amended, supplemented or otherwise modified from time to time.


 


“Sold Entity or Business” shall have the
meaning provided in the definition of the term “Consolidated EBITDA”.


 


50
















 


“Specified Obligations” shall mean
Obligations consisting of (a) the principal and interest on Loans and
(b) reimbursement obligations in respect of Letters of Credit.


 


“Specified Subsidiary” shall mean, at any
date of determination, (a) any Material Subsidiary or (b) any
Unrestricted Subsidiary (i) whose total assets at the last day of the Test
Period ending on the last day of the most recent fiscal period for which Section 9.1
Financials have been delivered were equal to or greater than 15% of the Consolidated
Total Assets of the US Borrower and the Subsidiaries at such date or
(ii) whose gross revenues for such Test Period were equal to or greater
than 15% of the consolidated gross revenues of the US Borrower and the
Subsidiaries for such period, in each case determined in accordance with GAAP.


 


“Stated Amount” of any Letter of Credit shall
mean, as of any date of determination, the maximum amount then available to be
drawn thereunder, determined without regard to whether any conditions to
drawing could then be met.


 


“Status” shall mean, as to the US Borrower as
of any date, the existence of Level I Status, Level II Status, Level III Status
or Level IV Status on such date.  Changes
in Status resulting from changes in the Consolidated Total Debt to Consolidated
EBITDA Ratio shall become effective (the date of such effectiveness, the “Effective
Date”) as of the first day following the last day of the most recent fiscal
year or period for which (a) Section 9.1 Financials are delivered to
the Lenders under Section 9.1 and (b) an officer’s certificate is
delivered by the US Borrower to the Lenders setting forth, with respect to such
Section 9.1 Financials, the then-applicable Status, and shall remain in
effect until the next change to be effected pursuant to this definition; provided,
that (i) if the US Borrower shall have made any payments in respect of
interest or commitment fees during the period (the “Interim Period”)
from and including the Effective Date to but excluding the day any change in
Status is determined as provided above, then the amount of the next such
payment due on or after such day shall be increased or decreased by an amount
equal to any underpayment or overpayment so made by the US Borrower during such
Interim Period and (ii) each determination of the Consolidated Total Debt
to Consolidated EBITDA Ratio or the Senior Secured Debt to Consolidated EBITDA
Ratio, as applicable, pursuant to this definition shall be made with respect to
the Test Period ending at the end of the fiscal period covered by the relevant
financial statements.


 


“Statutory Reserve Rate” shall mean for any
day as applied to any Eurodollar Loan, a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages that are in
effect on that day (including any marginal, special, emergency or supplemental
reserves), expressed as a decimal, as prescribed by the Board and to which the
Administrative Agent is subject, for eurocurrency funding (currently referred
to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentages shall include those
imposed pursuant to such Regulation D. 
Eurodollar Loans shall be deemed to constitute eurocurrency funding and
to be subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D or any 


 


51

















 


comparable regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.


 


“Sterling” or “£” shall mean the
lawful money of the United Kingdom.


 


“Subordinated Note Indenture” shall mean any
Indenture (including the Indenture dated as of July 23, 2003, among the US
Borrower, the guarantors party thereto and The Bank of New York, as trustee),
pursuant to which the Subordinated Notes are issued, as the same may be
amended, supplemented or otherwise modified from time to time to the extent
permitted by Section 10.7(b).


 


“Subordinated Notes” shall mean (a) the
10 5/8% Senior Subordinated Notes due 2011 of the US Borrower issued pursuant
to the Subordinated Note Indenture and (b) any replacement or refinancing
thereof having terms no more materially adverse to the interests of the Lenders
than the terms thereof; provided, that any such amendment, replacement
or refinancing shall bear a rate of interest determined by the Board of Directors
of the US Borrower to be a market rate of interest at the date of such
amendment, replacement or refinancing and have other terms customary for
similar issuances under similar market conditions or otherwise be on terms
reasonably acceptable to the Administrative Agent.


 


“Subsidiary” of any Person shall mean and
include (a) any corporation more than 50% of whose stock of any class or
classes having by the terms thereof ordinary voting power to elect a majority
of the directors of such corporation (irrespective of whether or not at the
time stock of any class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time
owned by such Person directly or indirectly through Subsidiaries and (b) any
partnership, association, joint venture or other entity in which such Person
directly or indirectly through Subsidiaries has more than a 50% equity interest
at the time.  Unless otherwise expressly
provided, all references herein to a “Subsidiary” shall mean a Subsidiary of
the US Borrower.


 


“Successor Borrower” shall have the meaning
provided in Section 10.3(a).


 


“Successor UK Borrower” shall have the
meaning provided in Section 10.3(b).


 


“Swingline Commitment” shall mean
$75,000,000.


 


“Swingline Exposure” shall mean, at any time,
the aggregate principal amount of all Swingline Loans then outstanding.  The Swingline Exposure of any Lender at any
time shall mean the sum of (a) the aggregate principal amount of Swingline
Loans then outstanding in respect of which such Lender has made (or is required
to have made) payments to the Swingline Lender pursuant to Section 2.1(d) and
(b) such Lender’s Extended Revolving Credit Commitment Percentage of the
aggregate Swingline Exposure at such time (excluding the portion thereof
consisting of Swingline Loans in respect of which the Lenders have made (or are
required to have made) payments to the Swingline Lender pursuant to Section 2.1(d)).


 


52

















 


“Swingline Lender” shall mean CS in its
capacity as lender of Swingline Loans hereunder.


 


“Swingline Loans” shall have the meaning
provided in Section 2.1(c).


 


“Swingline Maturity Date” shall mean, with
respect to any Swingline Loan, the date that is five Business Days prior to the
Extended Revolving Credit Maturity Date.


 


“Taiwan Pledge Agreements” shall mean
(a) the Taiwan Pledge Agreement, entered into by the US Borrower and the
Administrative Agent for the benefit of the Lenders to the UK Borrower and the
other Secured Parties named therein and (b) the Taiwan Pledge Agreement
entered into by the US Borrower and the Administrative Agent for the benefit of
the Lenders to the US Borrower and the other Secured Parties named therein, in
each case, substantially in the form of Exhibit K(a) or (b), as
applicable, as the same may be amended, supplemented or otherwise modified from
time to time.


 


“Target” shall have the meaning provided in
the definition of the term “Acquisition.”


 


“Term Loan” shall mean any Tranche A-1 Term
Loan, Tranche A-2 Term Loan, Tranche E Term Loan, Tranche G Term Loan, Tranche
H Term Loan or Tranche I Term Loan (or, as the context may require, any other
term loan made hereunder prior to the Restatement Date).


 


“Term Loan Commitment” shall mean, with
respect to each Lender, such Lender’s Tranche A Term Loan Commitment,
Tranche E Term Loan Commitment, Tranche G Term Loan Commitment , Tranche H Term
Loan Commitment and Tranche I Term Loan Commitment”.


 


“Test Period” shall mean, for any
determination under this Agreement, the four consecutive fiscal quarters of the
US Borrower then last ended.


 


“Third Amendment” shall mean the Third
Amendment to this Agreement, dated as of December 13, 2005.


 


“Third Amendment Effective Date” shall mean
the date on which the Third Amendment becomes effective.


 


“Total Commitment” shall mean the sum of the
Total Term Loan Commitment, the Total Revolving Credit Commitment and the Total
Extended Revolving Credit Commitment.


 


“Total Credit Exposure” shall mean, at any
date, the sum of (a) the Total Revolving Credit Commitment at such date,
(b) the Total Extended Revolving Credit Commitment at such date,
(c) the Total Term Loan Commitment at such date and (d) the
outstanding principal amount of all Term Loans at such date.


 


53

















 


“Total Extended Revolving Credit Commitment”
shall mean the sum of the Extended Revolving Credit Commitments of all the
Lenders.  The Total Extended Revolving
Credit Commitment on the Restatement Date is $180,000,000.


 


“Total Revolving Credit Commitment” shall
mean the sum of the Revolving Credit Commitments of all the Lenders.  The Total Revolving Credit Commitment on the
Funding Date was $250,000,000.  The Total
Revolving Credit Commitment on the Restatement Date is $70,000,000.


 


“Total Term Loan Commitment” shall mean the
sum of the Term Loan Commitments, New Tranche H Term Loan Commitments (if
applicable), New Tranche I Term Loan Commitments (if applicable) and the
Incremental Refinancing Term Loan Commitment (if applicable) of all the
Lenders.


 


“Tranche A Loans” shall have the meaning
provided in Section 14.6(b)(ii)(B).


 


“Tranche A-1 Repayment Amount” shall
have the meaning provided in Section 2.5(b)(i).


 


“Tranche A-2 Repayment Amount” shall
have the meaning provided in Section 2.5(b)(ii).


 


“Tranche A-1 Repayment Date” shall have
the meaning provided in Section 2.5(b)(i).


 


“Tranche A-2 Repayment Date” shall have
the meaning provided in Section 2.5(b)(ii).


 


“Tranche A-1 Term Loan” shall have the
meaning provided in Section 2.1(a).


 


“Tranche A-2 Term Loan” shall have the
meaning provided in Section 2.1(a).


 


“Tranche A Term Loan Commitment” shall mean,
(a) in the case of each Lender that is a Lender on the Funding Date, the
amount set forth opposite such Lender’s name on Schedule 1.1(c) as
such Lender’s “Tranche A Term Loan Commitment” and (b) in the case of any
Lender that becomes a Lender after the Funding Date, the amount specified as
such Lender’s “Tranche A Term Loan Commitment” in the Assignment and
Acceptance pursuant to which such Lender assumed a portion of the Total Term
Loan Commitment, in each case as the same may be changed from time to time
pursuant to the terms hereof.  The
aggregate Tranche A Term Loan Commitment on the Funding Date is
€209,538,177.86.  It is understood and
agreed that any Lender having a Tranche A Term Loan Commitment or holding
Tranche A-1 Term Loans or Tranche A-2 Term Loans shall have (or hold) a pro
rata share of the Tranche A Term Loan Commitment, Tranche A-1 Term Loans
and Tranche A-2 Term Loans, as the case may be.


 


54

















 


“Tranche A-1 Term Loan Maturity Date” shall
mean the date that is seven years after the Funding Date, or, if such date is
not a Business Day, the next preceding Business Day; provided, however,
that the Tranche A-1 Term Loan Maturity Date will automatically become the
Refinancing Date in the event that on or prior to the Refinancing Date either
(a) the Subordinated Notes shall not have been extended, renewed, replaced
or otherwise refinanced in full in accordance with the terms hereof by
Indebtedness which shall have a final maturity no earlier than (and which shall
not require any mandatory payments of principal in excess of $75,000,000
(except pursuant to asset sale or change of control provisions that are no more
materially adverse to the interests of the Lenders than those relating to the
Subordinated Notes as in effect on the date hereof) any earlier than) the date
that is 182 days following the date that is seven years after the Funding Date
or (b) legal defeasance or similar arrangements reasonably satisfactory to
the Administrative Agent shall not have been made for the repayment or
redemption of the Subordinated Notes in full.


 


“Tranche A-2 Term Loan Maturity Date” shall
mean the date that is seven years after the Funding Date, or, if such date is
not a Business Day, the next preceding Business Day; provided, however,
that the Tranche A-2 Term Loan Maturity Date will automatically become the
Refinancing Date in the event that on or prior to the Refinancing Date either
(a) the Subordinated Notes shall not have been extended, renewed, replaced
or otherwise refinanced in full in accordance with the terms hereof by
Indebtedness which shall have a final maturity no earlier than (and which shall
not require any mandatory payments of principal in excess of $75,000,000
(except pursuant to asset sale or change of control provisions that are no more
materially adverse to the interests of the Lenders than those relating to the
Subordinated Notes as in effect on the date hereof) any earlier than) the date
that is 182 days following the date that is seven years after the Funding Date
or (b) legal defeasance or similar arrangements reasonably satisfactory to
the Administrative Agent shall not have been made for the repayment or
redemption of the Subordinated Notes in full.


 


“Tranche C Term Loan Lender” shall mean each
Lender with a Tranche C Term Loan Commitment or with outstanding Tranche C Term
Loans.


 


“Tranche D Term Loan Lender” shall mean each
Lender with a Tranche D Term Loan Commitment or with outstanding Tranche D Term
Loans.


 


“Tranche E Repayment Amount” shall have
the meaning provided in Section 2.5(b)(iii).


 


“Tranche E Repayment Date” shall have
the meaning provided in Section 2.5(b)(iii).


 


“Tranche E Term Loan” shall mean a Loan
made to the US Borrower in Dollars on the Third Amendment Effective Date
pursuant to Section 3 of the Third Amendment.  On the Third Amendment Effective Date, the
aggregate principal amount of the Tranche E Term Loans shall be
$1,139,275,000.00.  On the Restatement
Date, the aggregate principal amount of the Tranche E Term Loans shall be
$140,068,441.63.


 


55

















 


“Tranche E Term Loan Commitment” shall mean,
with respect to each Lender, the commitment of such Lender to make Tranche E
Term Loans hereunder pursuant to Section 3 of the Third Amendment on the
Third Amendment Effective Date.  The
amount of each Lender’s Tranche E Term Loan Commitment is set forth on Schedule
A to the Third Amendment (as appended to the Third Amendment on the Third
Amendment Effective Date) or in the Assignment and Acceptance pursuant to which
such Lender assumed its Tranche E Term Loan Commitment, in each case as the
same may be changed from time to time pursuant to the terms hereof.


 


“Tranche E Term Loan Lender” shall mean each
Lender with a Tranche E Term Loan Commitment or with outstanding Tranche E Term
Loans.


 


“Tranche E Term Loan Maturity Date”
shall mean the date that is eight years after the Funding Date, or, if such
date is not a Business Day, the next preceding Business Day; provided, however,
that the Tranche E Term Loan Maturity Date will automatically become the
Refinancing Date in the event that on or prior to the Refinancing Date either
(a) the Subordinated Notes shall not have been extended, renewed, replaced
or otherwise refinanced in full in accordance with the terms hereof by
Indebtedness which shall have a final maturity no earlier than (and which shall
not require any mandatory payments of principal in excess of $75,000,000
(except pursuant to asset sale or change of control provisions that are no more
materially adverse to the interests of the Lenders than those relating to the
Subordinated Notes as in effect on the date hereof) any earlier than) the date
that is 182 days following the date that is eight years after the Funding Date
or (b) legal defeasance or similar arrangements reasonably satisfactory to
the Administrative Agent shall not have been made for the repayment or
redemption of the Subordinated Notes in full.


 


“Tranche F Term Loan Lender” shall mean each
Lender with a Tranche F Term Loan Commitment or with outstanding Tranche F Term
Loans.


 


“Tranche G Repayment Amount” shall have
the meaning provided in Section 2.5(b)(iv).


 


“Tranche G Repayment Date” shall have
the meaning provided in Section 2.5(b)(iv).


 


“Tranche G Term Loan” shall mean a Loan
made to the US Borrower in Euro on the Fourth Amendment Effective Date pursuant
to Section 3 of the Fourth Amendment. 
On the Fourth Amendment Effective Date, the aggregate principal amount
of the Tranche G Term Loans shall be €269,314,259.17. On the Restatement Date,
the aggregate principal amount of the Tranche G Term Loans shall be
€65,435,999.09.


 


“Tranche G Term Loan Commitment” shall mean,
with respect to each Lender, the commitment of such Lender to make Tranche G
Term Loans hereunder pursuant to Section 3 of the Fourth Amendment on the
Fourth Amendment Effective Date.  The
amount of each Lender’s Tranche G Term Loan Commitment is set forth on Schedule
A to the Fourth Amendment (as appended to the Fourth Amendment on the 


 


56

















 


Fourth Amendment Effective Date) or in the
Assignment and Acceptance pursuant to which such Lender assumed its Tranche G
Term Loan Commitment, in each case as the same may be changed from time to time
pursuant to the terms hereof.


 


“Tranche G Term Loan Lender” shall mean each
Lender with a Tranche G Term Loan Commitment or with outstanding Tranche G Term
Loans.


 


“Tranche G Term Loan Maturity Date”
shall mean the date that is eight years after the Funding Date, or, if such
date is not a Business Day, the next preceding Business Day; provided, however,
that the Tranche G Term Loan Maturity Date will automatically become the
Refinancing Date in the event that on or prior to the Refinancing Date either
(a) the Subordinated Notes shall not have been extended, renewed, replaced
or otherwise refinanced in full in accordance with the terms hereof by
Indebtedness which shall have a final maturity no earlier than (and which shall
not require any mandatory payments of principal in excess of $75,000,000
(except pursuant to asset sale or change of control provisions that are no more
materially adverse to the interests of the Lenders than those relating to the Subordinated
Notes as in effect on the date hereof) any earlier than) the date that is 182
days following the date that is eight years after the Funding Date or
(b) legal defeasance or similar arrangements reasonably satisfactory to
the Administrative Agent shall not have been made for the repayment or
redemption of the Subordinated Notes in full.


 


“Tranche H Repayment Amount” shall have the
meaning provided in Section 2.5(b)(v).


 


“Tranche H Repayment Date” shall have the
meaning provided in Section 2.5(b)(v).


 


“Tranche H Term Loan” shall mean a Loan made
to the US Borrower in Dollars on the Restatement Date pursuant to Section 3
of the Amendment Agreement.  On the
Restatement Date, the aggregate principal amount of the Tranche H Term Loans
shall be $941,956,558.37.


 


“Tranche H Term Loan Commitment” shall mean,
with respect to each Lender, the commitment of such Lender to make Tranche H
Term Loans hereunder pursuant to Section 3 of the Amendment Agreement on
the Restatement Date.  The amount of each
Lender’s Tranche H Term Loan Commitment is set forth on Schedule A to the
Amendment Agreement (as appended to the Amendment Agreement on the Restatement
Date) or in the Assignment and Acceptance pursuant to which such Lender assumed
its Tranche H Term Loan Commitment, in each case as the same may be changed
from time to time pursuant to the terms hereof.


 


“Tranche H Term Loan Lender” shall mean each
Lender with a Tranche H Term Loan Commitment or with outstanding Tranche H Term
Loans.


 


“Tranche H Term Loan Maturity Date” shall
mean May 15, 2014, or, if such date is not a Business Day, the next
preceding Business Day.


 


57

















 


“Tranche I Repayment Amount” shall have the
meaning provided in Section 2.5(b)(vi).


 


“Tranche I Repayment Date” shall have the
meaning provided in Section 2.5(b)(vi).


 


“Tranche I Term Loan” shall mean a Loan made
to the US Borrower in Euro on the Restatement Date pursuant to Section 4
of the Amendment Agreement.  On the
Restatement Date, the aggregate principal amount of the Tranche I Term Loans
shall be €195,633,946.04.


 


“Tranche I Term Loan Commitment” shall mean,
with respect to each Lender, the commitment of such Lender to make Tranche I
Term Loans hereunder pursuant to Section 4 of the Amendment Agreement on
the Restatement Date.  The amount of each
Lender’s Tranche I Term Loan Commitment is set forth on Schedule B to the
Amendment Agreement (as appended to the Amendment Agreement on the Restatement
Date) or in the Assignment and Acceptance pursuant to which such Lender assumed
its Tranche I Term Loan Commitment, in each case as the same may be changed
from time to time pursuant to the terms hereof.


 


“Tranche I Term Loan Lender” shall mean each
Lender with a Tranche I Term Loan Commitment or with outstanding Tranche I Term
Loans.


 


“Tranche I Term Loan Maturity Date” shall
mean May 15, 2014, or, if such date is not a Business Day, the next
preceding Business Day.


 


“Transactions” shall mean, collectively,
(a) the execution, delivery and performance by the Credit Parties of the
Credit Documents, the Senior Subordinated Loan Agreement and the Senior
Subordinated Notes Indenture, in each case, to the extent they are a party
thereto, (b) the Borrowings hereunder, the borrowings under the Senior
Subordinated Loan Agreement, the issuance of the Senior Subordinated Notes, the
issuance of Letters of Credit and the use of proceeds of each of the foregoing,
(c) the granting of Liens pursuant to the Security Documents, (d) the
Acquisition, (e) the refinancing of the 2003 Credit Agreement and of
certain existing Indebtedness of the Target and (f) any other transaction
related to or entered into in connection with any of the foregoing.


 


“Transaction Expenses” shall mean any fees or
expenses incurred or paid by Parent or any of its Subsidiaries in connection
with the Transactions.


 


“Transferee” shall have the meaning provided
in Section 14.6(e).


 


“Treaty on European Union” shall mean the
Treaty of Rome of March 25, 1957, as amended by the Single European Act
1986 and the Maastricht Treaty (which was signed in Maastricht on February 7,
1992 and came into force on November 1, 1993).


 


58

















 


“Treaty Lender” shall mean a Person who, by
virtue of a double taxation agreement between the United Kingdom and the
country of residence of that Person, is (subject only to a prior direction
given to the UK Borrower by the United Kingdom Inland Revenue following an
application by that Person) eligible to receive payments from the UK Borrower
under this Agreement, (a) in the case of an original Lender under this
Agreement, without any deduction in respect of taxes or (b) in the case of
a Transferee, subject to a deduction in respect of taxes to an extent no
greater than that which applied to the original Lender from which the
Transferee acquired its Commitments.


 


“2003 Credit Agreement” shall mean the
Amended and Restated Credit Agreement dated as of December 8, 2003 among
the US Borrower, the UK Borrower, Holdings, PIK Holdco, Parent, the Lenders party
thereto and JPMorgan Chase Bank, as administrative agent.


 


“2011 Senior Notes” shall mean (a) the
$70,000,000 initial aggregate principal amount ($112,341,229 aggregate
principal amount at maturity) of 12% Senior Discount Notes due 2011 of Holdings
issued pursuant to the 2011 Senior Notes Indenture and (b) any replacement
or refinancing thereof having terms no more materially adverse to the interests
of the Lenders than the terms thereof.


 


“2011 Senior Notes Indenture” shall mean any
Indenture (including the Indenture dated as of July 23, 2003) issued by
Holdings, pursuant to which the 2011 Senior Notes are issued, as the same may
be amended, supplemented or otherwise modified from time to time to the extent
permitted by Section 10.7(b).


 


“Type” shall mean (a) as to any Tranche
A-1 Term Loan, Tranche A-2 Term Loan, Tranche G Term Loan or Tranche I Term
Loan, its nature as a Eurodollar Term Loan, (b) as to any Tranche E Term
Loan or Tranche H Term Loans, its nature as an ABR Loan or a Eurodollar Term
Loan, (c) as to any Dollar Revolving Credit Loan or Dollar Extended
Revolving Credit Loan, its nature as an ABR Loan, a Eurodollar Revolving Credit
Loan or a Eurodollar Extended Revolving Credit Loan and (d) as to any
Foreign Currency Revolving Credit Loan or Foreign Currency Extended Revolving
Credit Loan, its nature as a Eurodollar Revolving Credit Loan or a Eurodollar
Extended Revolving Credit Loan.


 


“Unfunded Current Liability” of any Plan
shall mean the amount, if any, by which the present value of the accrued
benefits under the Plan as of the close of its most recent plan year,
determined in accordance with Statement of Financial Accounting Standards No. 87
as in effect on the Funding Date, based upon the actuarial assumptions that
would be used by the Plan’s actuary in a termination of the Plan, exceeds the
fair market value of the assets allocable thereto.


 


“UK Borrower” shall have the meaning provided
in the preamble to this Agreement.


 


59

















 


“UK Borrower Debt Escrow Account” shall mean
Euro Account Number 8371059780 established by the Financing Escrow Agent, to be
administered pursuant to the terms of the Financing Escrow Agreement.


 


“UK Debenture” shall mean the
Debenture entered into by the UK Borrower, the UK Guarantors and the
Administrative Agent for the benefit of the Lenders to the UK Borrower and the
other Secured Parties named therein, substantially in the form of Exhibit L-1,
as the same may be amended, supplemented or otherwise modified from time to
time.


 


“UK Guarantee” shall mean the UK Guarantee
Agreement, made by the US Borrower and each of the UK Guarantors in favor of
the Administrative Agent for the benefit of the Lenders to the UK Borrower and
the other Secured Parties named therein, substantially in the form of Exhibit L-2,
as the same may be amended, supplemented or otherwise modified from time to
time.


 


“UK Guarantors” shall mean (a) each
Subsidiary of the US Borrower (other than the UK Borrower and any Unrestricted
Subsidiary) on the Funding Date that is a member of the Rockwood Group and that
is incorporated under the laws of England and Wales and (b) each
Subsidiary of the US Borrower that is incorporated under the laws of England
and Wales and that becomes a party to the UK Guarantee after the Funding Date
pursuant to Section 9.11.


 


“UK Lender” shall mean a Person who is
(a) a company resident in the United Kingdom for tax purposes, (b) a
partnership each of whose members is a company so resident or (c) a
company not so resident in the United Kingdom for tax purposes, but which
carries on a trade in the United Kingdom through a branch or agency and is
subject to corporation tax on interest paid to it under this Agreement.


 


“UK Pledge Agreements” shall mean
(a) the Charge Over Shares, entered into by the US Borrower and the
Administrative Agent for the benefit of the Lenders to the UK Borrower and the
other Secured Parties named therein and (b) the Charge Over Shares,
entered into by the US Borrower and the Administrative Agent for the benefit of
the Lenders to the US Borrower and the other Secured Parties named therein, in
each case substantially in the form of Exhibit L-3(a) or (b), as
applicable, as the same may be amended, supplemented or otherwise modified from
time to time.


 


“Unpaid Drawing” shall have the meaning
provided in Section 3.4(a).


 


“Unrestricted Subsidiary” shall mean
(a) any Subsidiary of the US Borrower that is formed or acquired after the
Closing Date (other than a Subsidiary that becomes or is required to become a
Credit Party hereunder); provided, that at such time (or promptly
thereafter) the US Borrower designates such Subsidiary an Unrestricted
Subsidiary in a written notice to the Administrative Agent, (b) any
Restricted Subsidiary (other than a Restricted Subsidiary that is or becomes a
Credit Party) subsequently re-designated as an Unrestricted Subsidiary by the
US Borrower in a written notice to the Administrative Agent; provided,
that (x) such re-designation shall be deemed to be an


 


60
















 


investment on the date of such re-designation in an
Unrestricted Subsidiary in an amount equal to the sum of (i) the net worth
of such re-designated Restricted Subsidiary immediately prior to such
re-designation (such net worth to be calculated without regard to any guarantee
provided by such re-designated Restricted Subsidiary) and (ii) the
aggregate principal amount of any Indebtedness owed by such re-designated
Restricted Subsidiary to the US Borrower or any other Restricted Subsidiary
immediately prior to such re-designation, all calculated, except as set forth
in the parenthetical to clause (i), on a consolidated basis in accordance with
GAAP and (y) no Default or Event of Default would result from such
re-designation and (c) each Subsidiary of an Unrestricted Subsidiary; provided,
however, that at the time of any written re-designation by the US
Borrower to the Administrative Agent that any Unrestricted Subsidiary shall no
longer constitute an Unrestricted Subsidiary, such Unrestricted Subsidiary
shall cease to be an Unrestricted Subsidiary to the extent no Default or Event
of Default would result from such re-designation.  On or promptly after the date of its
formation, acquisition or re-designation, as applicable, each Unrestricted
Subsidiary (other than an Unrestricted Subsidiary that is a Foreign Subsidiary)
shall have entered into a tax sharing agreement containing terms that, in the
reasonable judgment of the Administrative Agent, provide for an appropriate
allocation of tax liabilities and benefits.


 


“US Borrower” shall have the meaning provided
in the preamble to this Agreement.


 


“US Subsidiary Guarantors” shall mean
(a) each Domestic Subsidiary (other than an Unrestricted Subsidiary) on
the Funding Date and (b) each Domestic Subsidiary that becomes a party to
the Guarantee after the Funding Date pursuant to Section 9.11.


 


“Voting Stock” shall mean, with respect to
any Person, shares of such Person’s capital stock having the right to vote for
the election of directors of such Person under ordinary circumstances.


 


“Yield Differential” shall have the meaning
given to that term in Section 2.15.


 


(b)  The words “hereof,” “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Section references are to Sections of this Agreement unless otherwise
specified.  The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without
limitation”.


 


1.2.                              Exchange Rates.  (a)   
Not later than 1:00 p.m. (New York time) on each Calculation
Date, the Administrative Agent shall (i) determine the Exchange Rate as of
such Calculation Date with respect to each Foreign Currency to be used for
calculating the Dollar Equivalent and (ii) give notice thereof to the
Lenders and the US Borrower (on behalf of itself and the UK Borrower).  The Exchange Rates so determined shall become
effective on the relevant Calculation Date (a “Recalculation Date”),
shall remain effective until the next succeeding Recalculation Date, and shall
for all purposes 


 


61

















 


of this Agreement (other
than any provision expressly requiring the use of a current Exchange Rate) be
the Exchange Rates employed in converting any amounts between Dollars and
Foreign Currencies.


 


(b)  Not later than 5:00 p.m.
(New York time) on each Recalculation Date and each date on which Foreign
Currency Revolving Credit Loans or Foreign Currency Extended Revolving Credit
Loans are made, the Administrative Agent shall (i) determine the aggregate
amount of the Dollar Equivalents of (A) the principal amounts of the
Foreign Currency Revolving Credit Loans then outstanding (after giving effect
to any Foreign Currency Revolving Credit Loans or Foreign Currency Extended
Revolving Credit Loans, as applicable, made or repaid on such date),
(B) the face value of outstanding Foreign Currency Letters of Credit and
(C) Unpaid Drawings in respect of Foreign Currency Letters of Credit and
(ii) notify the Lenders and the US Borrower (on behalf of itself and the
UK Borrower) of the results of such determination.


 


(c)  For purposes of determining compliance
under Sections 10.4, 10.5, 10.6, 10.9, 10.10 and 10.11 with respect to any
amount in a Foreign Currency, such amount shall be deemed to equal the Dollar
Equivalent thereof based on the average daily Exchange Rate for such Foreign
Currency for the most recent twelve-month period immediately prior to the date
of determination determined in a manner consistent with that used in
calculating Consolidated EBITDA for the related period.  For purposes of determining compliance with
Sections 10.1 and 10.2, with respect to any amount of Indebtedness in a Foreign
Currency, compliance will be determined at the time of incurrence thereof using
the Dollar Equivalent thereof at the Exchange Rate in effect at the time of
such incurrence.


 


1.3.                              Redenomination of Certain Foreign Currencies.  (a)    Each obligation of any party to this
Agreement to make a payment denominated in Sterling on or after the date the
United Kingdom adopts the Euro as its lawful currency after the Funding Date
shall be redenominated into Euro at the time of such adoption (in accordance
with the EMU Legislation).  If, in
relation to Sterling, the basis of accrual of interest expressed in this
Agreement in respect of that currency shall be inconsistent with any convention
or practice in the London Interbank Market for the basis of accrual of interest
in respect of the Euro, such expressed basis shall be replaced by such
convention or practice with effect from the date on which the United Kingdom
adopts the Euro as its lawful currency; provided, that if any Foreign
Currency Borrowing in Sterling is outstanding immediately prior to such date,
such replacement shall take effect, with respect to such Foreign Currency
Borrowing, at the end of the then current Interest Period.


 


(b)  Each provision of this Agreement shall be
subject to such reasonable changes of construction as the Administrative Agent,
in consultation with the US Borrower and the UK Borrower, may from time to
time specify to be appropriate to reflect the adoption of the Euro by the
United Kingdom and any relevant market conventions or practices relating to the
Euro.


 


62

















 


SECTION 2.                                Amount and Terms of Credit


 


2.1.                              Commitments.  (a)   
Subject to and upon the terms and conditions herein set forth,


 


(i)  each Lender having a Tranche A Term Loan
Commitment severally agrees to make a loan or loans (each a “Tranche A-1
Term Loan” and, collectively, the “Tranche A-1 Term Loans”) to the
US Borrower on the Funding Date in Euro, which Tranche A-1 Term Loans shall not
exceed for any such Lender such Lender’s pro  rata share of all
Tranche A-1 Term Loans to be made on the Funding Date (based on the percentage
which such Lender’s Tranche A Term Loan Commitment represents of the aggregate
Tranche A Term Loan Commitments of all Lenders); provided, that the
aggregate principal amount of all Tranche A-1 Term Loans made on the Funding
Date shall not exceed €39,129,762.71;


 


(ii)  each Lender having a Tranche A Term Loan
Commitment severally agrees to make a loan or loans (each a “Tranche A-2
Term Loan” and, collectively, the “Tranche A-2 Term Loans”) to the
UK Borrower on the Funding Date in Euro, which Tranche A-2 Term Loans shall not
exceed for any such Lender such Lender’s pro  rata share of all
Tranche A-2 Term Loans to be made on the Funding Date (based on the percentage
which such Lender’s Tranche A Term Loan Commitment represents of the aggregate
Tranche A Term Loan Commitments of all Lenders); provided, that the
aggregate principal amount of all Tranche A-2 Term Loans made on the Funding
Date shall not exceed €128,500,779.57;


 


(iii)  each Lender having a Tranche A Term Loan
Commitment severally agrees to make a loan or loans on a single date on or
prior to September 30, 2004 to the US Borrower and/or the UK Borrower, as
directed by the US Borrower in a Notice of Borrowing delivered in accordance
with Section 2.3, the amount of which loans shall not exceed for any such
Lender such Lender’s pro  rata share of all such loans to be made
on the applicable date of borrowing (based on the percentage which such Lender’s
Tranche A Term Loan Commitment represents of the aggregate Tranche A Term Loan
Commitments of all Lenders); provided, that the aggregate principal
amount of all such loans made on the date of such borrowing shall not exceed €41,907,635.58.  The portion of such loans, if any, made on
the date of such borrowing to the US Borrower shall be “Tranche A-1 Term Loans”
and the portion of such loans, if any, made on the date of such borrowing to
the UK Borrower shall be “Tranche A-2 Term Loans” for all purposes under this
Agreement.  In the event that the US
Borrower shall not deliver a Notice of Borrowing with respect to such loans on
or prior to September 30, 2004 in accordance with Section 2.3, the US
Borrower shall be deemed to have requested on behalf of itself a Tranche A-1
Term Loan in the amount of €41,907,635.58 (and such Tranche A-1 Term Loan shall
be funded on September 30, 2004 as stated above), unless the US Borrower
shall give the Administrative Agent at the Administrative Agent’s Office
written notice (or telephonic notice promptly confirmed in writing) prior to
12:00 Noon (Local Time) at least three Business Days prior to September 30,
2004 that no such loans are to be made to the US Borrower or the UK Borrower;


 


(iv)  each Lender having a Tranche E Term Loan
Commitment severally agrees, pursuant to the Third Amendment, to make a Tranche
E Term Loan or 


 


63

















 


Tranche
E Term Loans on the Third Amendment Effective Date to the US Borrower in
Dollars, which Tranche E Term Loans shall not exceed for any such Lender the
Tranche E Term Loan Commitment of such Lender as of the Third Amendment
Effective Date; provided, that each Continuing Tranche D Term Loan
Lender having a Tranche E Term Loan Commitment shall make Tranche E Term Loans
on the Third Amendment Effective Date by exchanging its existing term loans
designated as “Tranche D Term Loans” under the Credit Agreement immediately
prior to the Third Amendment Effective Date for Tranche E Term Loans in the
manner contemplated by Section 3 of the Third Amendment;


 


(v)  each Lender having a Tranche G Term Loan
Commitment severally agrees, pursuant to, and in accordance with, the Fourth
Amendment, to make a Tranche G Term Loan or Tranche G Term Loans on the Fourth
Amendment Effective Date to the US Borrower in Euro, which Tranche G Term Loans
shall not exceed for any such Lender the Tranche G Term Loan Commitment of such
Lender as of the Fourth Amendment Effective Date, provided that each
Continuing Tranche F Term Loan Lender having a Tranche G Term Loan Commitment
shall make Tranche G Term Loans on the Fourth Amendment Effective Date by
exchanging its existing term loans designated as “Tranche F Term Loans” under
the Credit Agreement immediately prior to the Fourth Amendment Effective Date
for Tranche G Term Loans in the manner contemplated by Section 3 of the
Fourth Amendment;


 


(vi)  each Lender having a Tranche H Term Loan
Commitment severally agrees, pursuant to the Amendment Agreement, to be deemed
to have made a Tranche H Term Loan or Tranche H Term Loans on the Restatement
Date to the US Borrower in Dollars, which Tranche H Term Loans shall not exceed
for any such Lender the Tranche H Term Loan Commitment of such Lender as of the
Restatement Date, by converting its existing term loans designated as “Tranche
E Term Loans” under the Existing Credit Agreement immediately prior to the
Restatement Date for Tranche H Term Loans in the manner contemplated by Section 3
of the Amendment Agreement; and


 


(vii)  each Lender having a Tranche I Term Loan
Commitment severally agrees, pursuant to the Amendment Agreement, to be deemed
to have made a Tranche I Term Loan or Tranche I Term Loans on the Restatement
Date to the US Borrower in Euro, which Tranche I Term Loans shall not exceed
for any such Lender the Tranche I Term Loan Commitment of such Lender as of the
Restatement Date, by converting its existing term loans designated as “Tranche
G Term Loans” under the Existing Credit Agreement immediately prior to the
Restatement Date for Tranche I Term Loans in the manner contemplated by Section 4
of the Amendment Agreement.


 


Such Term Loans shall be made on the Funding Date
(except as provided in clause (iii), clause (iv), clause (v), clause (vi) or
clause (vii) above).  On the
Restatement Date, the US Borrower shall pay all amounts owing under Section 2.11
as a result of the repayment or conversion of Tranche E Term Loans and Tranche
G Term Loans as required above in this Section 2.1(a).  Such Term Loans (i) may, in respect of
Tranche E Term Loans or Tranche H Term Loans and at the option of the US
Borrower, be incurred and maintained as, and/or converted into, ABR Loans or
Eurodollar Term 


 


64

















 


Loans, provided that all such Term Loans made
by each of the Lenders pursuant to the same Borrowing shall, unless otherwise
specifically provided herein, consist entirely of Term Loans of the same Type,
(ii) shall, in respect of Tranche A-1 Term Loans, Tranche A-2 Term Loans,
Tranche G Term Loans and Tranche I Term Loans, be incurred and maintained as
Eurodollar Term Loans, (iii) may be repaid or prepaid in accordance with
the provisions hereof, but once repaid or prepaid, may not be reborrowed and
(iv) shall not exceed in the aggregate the total of all Tranche A Term
Loan Commitments, Tranche E Term Loan Commitments, Tranche G Term Loan
Commitments, Tranche H Term Loan Commitments or Tranche I Term Loan
Commitments, as applicable.  On the
Tranche A-1 Term Loan Maturity Date, all Tranche A-1 Term Loans shall be repaid
in full.  On the Tranche A-2 Term Loan
Maturity Date, all Tranche A-2 Term Loans shall be repaid in full.  On the Tranche E Term Loan Maturity Date, all
Tranche E Term Loans shall be repaid in full. 
On the Tranche G Term Loan Maturity Date, all Tranche G Term Loans shall
be repaid in full.  On the Tranche H Term
Loan Maturity Date, all Tranche H Term Loans shall be repaid in full.  On the Tranche I Term Loan Maturity Date, all
Tranche I Term Loans shall be repaid in full.


 


(b)  (i)  Subject to and upon the terms
and conditions herein set forth, each Lender having a Revolving Credit
Commitment severally agrees to make a loan or loans denominated in Dollars
(each a “Dollar Revolving Credit Loan” and, collectively, the “Dollar
Revolving Credit Loans” and, together with the Foreign Currency Revolving
Credit Loans, the “Revolving Credit Loans”) and each Lender having an
Extended Revolving Credit Commitment severally agrees to make a loan or loans
denominated in Dollars (each a “Dollar Extended Revolving Credit Loan”
and, collectively, the “Dollar Extended Revolving Credit Loans” and,
together with the Foreign Currency Extended Revolving Credit Loans, the “Extended
Revolving Credit Loans”) to the US Borrower or the UK Borrower, as the case
may be, which Dollar Revolving Credit Loans or Dollar Extended Revolving Credit
Loans (A) shall be made at any time and from time to time on and after the
Funding Date and prior to the Revolving Credit Maturity Date or the Extended
Revolving Credit Maturity Date, as applicable, (B) may, at the option of the
US Borrower or the UK Borrower, as the case may be, be incurred and maintained
as, and/or converted into, ABR Loans, Eurodollar Revolving Credit Loans or
Eurodollar Extended Revolving Credit Loans; provided, that all Dollar
Revolving Credit Loans and all Dollar Extended Revolving Credit Loans made by
each of the Lenders pursuant to the same Borrowing shall, unless otherwise
specifically provided herein, consist entirely of Dollar Revolving Credit Loans
or Dollar Extended Revolving Credit Loans of the same Type, (C) may be
repaid and reborrowed in accordance with the provisions hereof, (D) shall
not, for any such Lender at any time, after giving effect thereto and to the
application of the proceeds thereof, result in such Lender’s Revolving Credit
Exposure or Extended Revolving Credit Exposure, as applicable, at such time
exceeding such Lender’s Revolving Credit Commitment or Extended Revolving
Credit Commitment, as applicable, at such time and (E) shall not, after
giving effect thereto and to the application of the proceeds thereof, result at
any time in the aggregate amount of the Lenders’ Revolving Credit Exposures or
Extended Revolving Credit Exposures, as applicable, at such time exceeding the
Total Revolving Credit Commitment or the Total Extended Revolving Credit
Commitment, as applicable, then in effect; provided  further, that
(x) as of the Restatement Date there shall be no Dollar Revolving Credit
Loans outstanding and 


 


65

















 


(y) from
and after the Restatement Date, no Dollar Revolving Credit Loans may be
requested of or made by any Lender having a Revolving Credit Commitment until
the Extended Revolving Credit Exposures shall be equal to no less than the
Total Extended Revolving Credit Commitment; provided, however,
that if, at such time that the Extended Revolving Credit Exposure equals or
exceeds the Total Extended Revolving Credit Commitment, the US Borrower or the
UK Borrower requests a Dollar Letter of Credit otherwise permitted in
accordance with Section 3, a portion of the outstanding Dollar Extended
Revolving Credit Loans shall be automatically deemed to be refinanced and
replaced by Revolving Credit Loans under the Revolving Credit Commitment in an
amount sufficient to allow such Letter of Credit to be issued at such time
under the Extended Revolving Credit Commitments so long as such refinancing
shall not result in any Lender’s Revolving Credit Exposure exceeding such
Lender’s Revolving Credit Commitment.


 


(ii)  Subject to and upon the terms and conditions
herein set forth, each Lender having a Revolving Credit Commitment severally
agrees to make a loan or loans denominated in a Foreign Currency (each a “Foreign
Currency Revolving Credit Loan” and, collectively, the “Foreign Currency
Revolving Credit Loans”) or an Extended Revolving Credit Commitment
severally agrees to make a loan or loans denominated in a Foreign Currency
(each a “Foreign Currency Extended Revolving Credit Loan” and,
collectively, the “Foreign Currency Extended Revolving Credit Loans”) to
the US Borrower or the UK Borrower, as the case may be, which Foreign Currency
Revolving Credit Loans or Foreign Currency Extended Revolving Credit Loans
(A) shall be made at any time and from time to time on and after the
Funding Date and prior to the Revolving Credit Maturity Date or the Extended
Revolving Credit Maturity Date, as applicable, (B) shall be incurred and
maintained entirely as Eurodollar Foreign Currency Revolving Credit Loans or
Eurodollar Foreign Currency Extended Revolving Credit Loans, (C) may be
repaid and reborrowed in accordance with the provisions hereof, (D) shall
not, for any such Lender at any time, after giving effect thereto and to the
application of the proceeds thereof, result in such Lender’s Revolving Credit
Exposure or Extended Revolving Credit Exposure, as applicable, at such time
exceeding such Lender’s Revolving Credit Commitment or Extended Revolving
Credit Commitment, as applicable, at such time and (E) shall not, after
giving effect thereto and to the application of the proceeds thereof, result at
any time in the aggregate amount of the Lenders’ Revolving Credit Exposures or
Extended Revolving Credit Exposures, as applicable, at such time exceeding the
Total Revolving Credit Commitment or the Total Extended Revolving Credit
Commitment, as applicable, then in effect; provided
further, that (x) as of the Restatement Date there shall be no Foreign
Currency Revolving Credit Loans outstanding and (y) from and after the
Restatement Date, no Foreign Currency Revolving Credit Loans may be
requested of or made by any Lender having a Revolving Credit Commitment until
the Extended Revolving Credit Exposures shall be equal to no less then than the
Total Extended Revolving Credit Commitment; provided, however,
that if, at such time that the Extended Revolving Credit Exposure equals or
exceeds the Total Extended Revolving Credit Commitment, the US Borrower or the
UK Borrower requests a Foreign Currency Letter of Credit otherwise permitted in
accordance with Section 3, a portion of the outstanding Foreign Currency
Extended Revolving Credit Loans shall be automatically deemed to be refinanced
and replaced by Revolving Credit Loans under the Revolving Credit 


 


66

















 


Commitment
in an amount sufficient to allow such Letter of Credit to be issued at such
time under the Extended Revolving Credit Commitments so long as such
refinancing shall not result in any Lender’s Revolving Credit Exposure
exceeding such Lender’s Revolving Credit Commitment.


 


(iii)  Each Lender may at its option make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided, that (A) any exercise of such
option shall not affect the obligation of the US Borrower or the UK Borrower as
the case may be, to repay such Loan and (B) in exercising such option,
such Lender shall use its reasonable efforts to minimize any increased costs to
the US Borrower or the UK Borrower as the case may be, resulting therefrom (which
obligation of the Lender shall not require it to take, or refrain from taking,
actions that it determines would result in increased costs for which it will
not be compensated hereunder or that it determines would be otherwise
disadvantageous to it and in the event of such request for costs for which
compensation is provided under this Agreement, the provisions of
Section 3.5 shall apply).  On the
Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in
full.  On the Extended Revolving Credit
Maturity Date, all Extended Revolving Credit Loans shall be repaid in full.


 


(c)  Subject to and upon the terms and
conditions herein set forth, the Swingline Lender in its individual capacity
agrees, at any time and from time to time on and after the Funding Date and
prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline
Loan” and, collectively, the “Swingline Loans”) to the US Borrower
in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall
have the benefit of the provisions of Section 2.1(d), (iii) shall not
exceed at any time outstanding the Swingline Commitment, (iv) shall not,
after giving effect thereto and to the application of the proceeds thereof,
result at any time in the aggregate amount of the Extended Revolving Credit
Exposures at such time exceeding the Total Extended Revolving Credit Commitment
then in effect and (v) may be repaid and reborrowed in accordance with the
provisions hereof.  On the Swingline Maturity
Date, each outstanding Swingline Loan shall be repaid in full.  The Swingline Lender shall not make any
Swingline Loan after receiving a written notice from the US Borrower, the UK
Borrower or any Lender stating that a Default or Event of Default exists and is
continuing until such time as the Swingline Lender shall have received written
notice of (i) rescission of all such notices from the party or parties
originally delivering such notice or (ii) the waiver of such Default or
Event of Default in accordance with the provisions of Section 14.1.


 


(d)  On any Business Day, the Swingline Lender
may, in its sole discretion, give notice to the Lenders that all
then-outstanding Swingline Loans shall be funded with a Borrowing of Extended
Revolving Credit Loans, in which case Extended Revolving Credit Loans
constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”)
shall be made on the immediately succeeding Business Day by all Lenders pro
rata based on each Lender’s Extended Revolving Credit Commitment
Percentage, as applicable, and the proceeds thereof shall be applied directly
to the Swingline Lender to repay the Swingline Lender for such outstanding
Swingline Loans.  Each Lender hereby
irrevocably agrees to make such Extended Revolving Credit Loans upon one
Business 


 


67

















 


Day’s
notice pursuant to each Mandatory Borrowing in the amount and in the manner
specified in the preceding sentence and on the date specified to it in writing
by the Swingline Lender notwithstanding (i) that the amount of the
Mandatory Borrowing may not comply with the minimum amount for each Borrowing
specified in Section 2.2, (ii) whether any conditions specified in Section 7
are then satisfied, (iii) whether a Default or an Event of Default has
occurred and is continuing, (iv) the date of such Mandatory Borrowing or
(v) any reduction in the Total Commitment after any such Swingline Loans
were made.  In the event that, in the
sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any
reason be made on the date otherwise required above (including as a result of
the commencement of a proceeding under the Bankruptcy Code in respect of the
Borrower), each Lender hereby agrees that it shall forthwith purchase from the
Swingline Lender (without recourse or warranty) such participation of the
outstanding Swingline Loans as shall be necessary to cause the Lenders to share
in such Swingline Loans ratably based upon their respective Extended Revolving
Credit Commitment Percentages, as applicable; provided, that all principal
and interest payable on such Swingline Loans shall be for the account of the
Swingline Lender until the date the respective participation is purchased and,
to the extent attributable to the purchased participation, shall be payable to
the Lender purchasing the same from and after such date of purchase.


 


2.2.                              Minimum Amount of Each Borrowing; Maximum Number of Borrowings.  The aggregate principal amount
of each Borrowing of Term Loans, Revolving Credit Loans, Extended Revolving
Credit Loans or Swingline Loans shall be in a multiple of the Dollar Equivalent
of $100,000 and shall not be less than the Minimum Borrowing Amount with
respect thereto (except that Mandatory Borrowings shall be made in the amounts
required by Section 2.1(d)).  More
than one Borrowing may be incurred on any date; provided, that at no
time shall there be outstanding more than 20 Borrowings of Eurodollar
Loans under this Agreement.


 


2.3.                              Notice of Borrowing.  (a)   
The US Borrower (on its own behalf and on behalf of the UK Borrower)
shall give the Administrative Agent at the Administrative Agent’s Office
written notice (or telephonic notice promptly confirmed in writing) of the
Borrowing of Term Loans (i) prior to 12:00 Noon (Local Time) at least
three Business Days prior to the date of Borrowing of Term Loans if all or any
of such Term Loans are to be initially Eurodollar Loans and (ii) prior to
10:00 a.m.(New York time) on the date of the Borrowing of Term Loans if
all such Term Loans are to be ABR Loans. 
Such notice (together with each notice of a Borrowing of Revolving
Credit Loans or Extended Revolving Credit Loans pursuant to Section 2.3(b) and
each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c),
a “Notice of Borrowing”) shall be irrevocable and shall specify
(i) the borrower of the Term Loans, which shall be either the US Borrower
or the UK Borrower, (ii) the currency in which the Borrowing is to be
made, which shall be either Dollars or Euro, (iii) the aggregate principal
amount of the Term Loans to be made, (iv) the date of the borrowing (which
shall be a Business Day and (other than in the case of the Term Loans made
available pursuant to Section 2.1(a)(iii), (iv), (v) and (vi)) shall
be the Funding Date) and (v) whether the Term Loans shall consist of ABR
Loans and/or Eurodollar Term Loans and, if the Term Loans are to include
Eurodollar Term Loans, the Interest Period to be initially applicable
thereto.  The 


 


68

















 


Administrative Agent shall
promptly give each Lender written notice (or telephonic notice promptly
confirmed in writing) of each proposed Borrowing of Term Loans, of such Lender’s
proportionate share thereof and of the other matters covered by the related
Notice of Borrowing.


 


(b)  Whenever the US Borrower or the UK
Borrower desires to incur Revolving Credit Loans or Extended Revolving Credit
Loans hereunder (other than Mandatory Borrowings or borrowings to repay Unpaid
Drawings), it shall give the Administrative Agent at the Administrative Agent’s
Office as specified in Section 14.2, (i) prior to 12:00 Noon (Local
Time) at least three Business Days’ prior written notice (or telephonic notice
promptly confirmed in writing) of each Borrowing of Eurodollar Revolving Credit
Loans or Eurodollar Extended Revolving Credit Loans and (ii) prior to
12:00 Noon (New York time) at least one Business Day’s prior written
notice (or telephonic notice promptly confirmed in writing) of each Borrowing
of ABR Loans; provided that for any deemed borrowing of Revolving Credit
Loans pursuant to Section 2.1(b)(i) and (ii) such notice will
not be required.  Each such Notice of
Borrowing, except as otherwise expressly provided in Section 2.10, shall
be irrevocable and shall specify (i) the borrower of the Revolving Credit
Loans or Extended Revolving Credit Loans, as applicable, which shall be either
the US Borrower or the UK Borrower, (ii) the currency in which the
Revolving Credit Loans or Extended Revolving Credit Loans, as applicable, are
to be made, which shall be Dollars or a Foreign Currency, (iii) the
aggregate principal amount of the Revolving Credit Loans or Extended Revolving
Credit Loans, as applicable, to be made pursuant to such Borrowing (which, in
the case of a Foreign Currency Borrowing, shall be stated in both the
applicable Foreign Currency and the Dollar Equivalent thereof), (iii) the
date of Borrowing (which shall be a Business Day), (iv) whether the
respective Borrowing shall consist of ABR Loans, Eurodollar Revolving Credit
Loans or Eurodollar Extended Revolving Credit Loans and, if Eurodollar
Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans, the
Interest Period to be initially applicable thereto and (v) the number and
location of the account to which funds are to be disbursed.  The Administrative Agent shall promptly give
each Lender written notice (or telephonic notice promptly confirmed in writing)
of each proposed Borrowing of Revolving Credit Loans or Extended Revolving
Credit Loans, as applicable, of such Lender’s proportionate share thereof and
of the other matters covered by the related Notice of Borrowing.


 


(c)  Whenever the US Borrower desires to incur
Swingline Loans hereunder, it shall give the Swingline Lender written notice
(or telephonic notice promptly confirmed in writing) of each Borrowing of
Swingline Loans prior to 2:30 p.m. (New York time) on the date of such
Borrowing.  Each such notice shall be
irrevocable and shall specify (i) the aggregate principal amount of the
Swingline Loans to be made pursuant to such Borrowing, (ii) the date of
Borrowing (which shall be a Business Day) and (iii) the number and
location of the account to which funds are to be disbursed.


 


(d)  Mandatory Borrowings shall be made upon
the notice specified in Section 2.1(d), with the US Borrower irrevocably
agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory
Borrowings as set forth in such Section.


 


69

















 


(e)  Borrowings to reimburse Unpaid Drawings
shall be made upon the notice specified in Section 3.4(a).


 


(f)  Without in any way limiting the obligation
of the US Borrower or the UK Borrower, as the case may be, to confirm in
writing any notice it may give hereunder by telephone, the Administrative Agent
may act prior to receipt of written confirmation without liability upon the
basis of such telephonic notice believed by the Administrative Agent in good
faith to be from an Authorized Officer of the US Borrower or the UK Borrower,
as the case may be.  In each such case,
the US Borrower and the UK Borrower each hereby waive the right to dispute the
Administrative Agent’s record of the terms of any such telephonic notice.


 


2.4.                              Disbursement of Funds.  (a)   
No later than 12:00 Noon (Local Time) on the date specified in each
Notice of Borrowing (including Mandatory Borrowings), each Lender will make
available its pro  rata portion, if any, of each Borrowing
requested to be made on such date in the manner provided below; provided,
that all Swingline Loans shall be made available in the full amount thereof by
the Swingline Lender no later than 3:00 p.m. (New York time) on the date
requested.


 


(b)  Each Lender shall make available all
amounts it is to fund under any Borrowing in Dollars or in the applicable
Foreign Currency, as the case may be, and in immediately available funds to the
Administrative Agent at the Administrative Agent’s Office and the
Administrative Agent will (except in the case of Mandatory Borrowings and
Borrowings to repay Unpaid Drawings) make available to (i) the US Borrower
by depositing to the US Borrower’s account that is designated to the
Administrative Agent the aggregate of the amounts so made available in Dollars
or in the applicable Foreign Currency, as the case may be, and the type of
funds received and (ii) the UK Borrower, by depositing to the UK Borrower’s
account that is designated to the Administrative Agent the aggregate of the
amounts so made available in Dollars or in the applicable Foreign Currency, as
the case may be, and the type of funds received.  Unless the Administrative Agent shall have
been notified by any Lender prior to the date of any such Borrowing that such
Lender does not intend to make available to the Administrative Agent its
portion of the Borrowing or Borrowings to be made on such date, the
Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent on such date of Borrowing, and the Administrative
Agent, in reliance upon such assumption, may (in its sole discretion and
without any obligation to do so) make available to the US Borrower or the UK
Borrower, as the case may be, a corresponding amount.  If such corresponding amount is not in fact
made available to the Administrative Agent by such Lender and the
Administrative Agent has made available same to the US Borrower or the UK
Borrower, as the case may be, the Administrative Agent shall be entitled to
recover such corresponding amount from such Lender.  If such Lender does not pay such
corresponding amount forthwith upon the Administrative Agent’s demand therefor
the Administrative Agent shall promptly notify the US Borrower or the UK
Borrower, as the case may be, and the US Borrower or the UK Borrower, as the
case may be, shall immediately pay such corresponding amount to the
Administrative Agent.  The Administrative
Agent shall also be entitled to recover from such Lender or the US Borrower or the
UK Borrower, as the case may be, interest on


 


70
















 


such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the US Borrower or the
UK Borrower, as the case may be, to the date such corresponding amount is
recovered by the Administrative Agent, at a rate per annum equal to (i) if
paid by such Lender, the Federal Funds Effective Rate or (ii) if paid by
the US Borrower or the UK Borrower, as the case may be, the then-applicable
rate of interest, calculated in accordance with Section 2.8, for the
respective Loans.


 


(c)  Nothing in this Section 2.4 shall be
deemed to relieve any Lender from its obligation to fulfill its commitments
hereunder or to prejudice any rights that the US Borrower or the UK Borrower,
as the case may be, may have against any Lender as a result of any default by
such Lender hereunder (it being understood, however, that no Lender shall be
responsible for the failure of any other Lender to fulfill its commitments
hereunder).


 


2.5.                            Repayment of Loans; Evidence of Debt.  (a)   
The US Borrower shall repay to the Administrative Agent, for the benefit
of the Lenders, on the Tranche A-1 Term Loan Maturity Date, the
then-unpaid Tranche A-1 Term Loans, in Euro.  The UK Borrower shall repay to the
Administrative Agent, for the benefit of the Lenders, on the Tranche A-2
Term Loan Maturity Date, the then-unpaid Tranche A-2 Term Loans, in
Euro.  The US Borrower shall repay to the
Administrative Agent, for the benefit of the Lenders, on the Tranche E Term
Loan Maturity Date, the then-unpaid Tranche E Term Loans, in Dollars.  The US Borrower shall repay to the
Administrative Agent, for the benefit of the Lenders, on the Tranche G Term
Loan Maturity Date, the then-unpaid Tranche G Term Loans, in Euro.  The US Borrower shall repay to the
Administrative Agent, for the benefit of the Lenders, on the Tranche H Term
Loan Maturity Date, the then-unpaid Tranche H Term Loans, in Dollars.  The US Borrower shall repay to the
Administrative Agent, for the benefit of the Lenders, on the Tranche I Term
Loan Maturity Date, the then-unpaid Tranche I Term Loans, in Euro.  The US Borrower and the UK Borrower, as the
case may be, shall repay to the Administrative Agent in Dollars or the
applicable Foreign Currency, as the case may be, for the benefit of the
Lenders, on the Revolving Credit Maturity Date, the then-unpaid Revolving
Credit Loans.  The US Borrower and the UK
Borrower, as the case may be, shall repay to the Administrative Agent in
Dollars or the applicable Foreign Currency, as the case may be, for the benefit
of the Lenders, on the Extended Revolving Credit Maturity Date, the then-unpaid
Extended Revolving Credit Loans.  The US
Borrower shall repay to the Administrative Agent in Dollars, for the account of
the Swingline Lender, on the Swingline Maturity Date, the then-unpaid Swingline
Loans.


 


(b)  (i)  The US Borrower shall repay to
the Administrative Agent, in Euro, for the benefit of the Lenders of
Tranche A-1 Term Loans, on each date set forth below (each a “Tranche A-1
Repayment Date”), the principal amount of the Tranche A-1 Term Loans
equal to (x) the sum of the outstanding principal amount of Tranche A-1
Term Loans immediately after funding on the Funding Date and, if applicable,
the outstanding principal amount of additional Tranche A-1 Term Loans funded
after the Funding Date pursuant to Section 2.1(a)(iii) multiplied by
(y) the percentage set forth 


 


71

















 


below
opposite such Tranche A-1 Repayment Date (each a “Tranche A-1
Repayment Amount”):


 


	
  Number of Months

  From Funding Date

  	
   

  	
  Tranche A-1

  Repayment Amount

  
	
   

  	
   

  	
   

  
	
  18

  	
   

  	
   

  	
  5.00%

  
	
  24

  	
   

  	
   

  	
  5.00%

  
	
  30

  	
   

  	
   

  	
  7.50%

  
	
  36

  	
   

  	
   

  	
  7.50%

  
	
  42

  	
   

  	
   

  	
  8.33%

  
	
  48

  	
   

  	
   

  	
  8.33%

  
	
  54

  	
   

  	
   

  	
  8.33%

  
	
  60

  	
   

  	
   

  	
  8.33%

  
	
  66

  	
   

  	
   

  	
  9.16%

  
	
  72

  	
   

  	
   

  	
  9.16%

  
	
  78

  	
   

  	
   

  	
  11.66%

  
	
  Tranche A-1 Term Loan Maturity Date

  	
   

  	
   

  	
  11.70% or remainder

  



 


(ii)  The UK Borrower shall repay to the
Administrative Agent, in Euro, for the benefit of the Lenders of
Tranche A-2 Term Loans, on each date set forth below (each a “Tranche A-2
Repayment Date”), the principal amount of the Tranche A-2 Term Loans
equal to (x) the sum of the outstanding principal amount of Tranche A-2
Term Loans immediately after funding on the Funding Date and, if applicable,
the outstanding principal amount of additional Tranche A-2 Term Loans funded
after the Funding Date pursuant to Section 2.1(a)(iii) multiplied by
(y) the percentage set forth below opposite such Tranche A-2
Repayment Date (each a “Tranche A-2 Repayment Amount”):


 


72

















 


	
  Number of Months

  From Funding Date

  	
   

  	
  Tranche A-2

  Repayment Amount

  
	
   

  	
   

  	
   

  
	
  18

  	
   

  	
   

  	
  5.00%

  
	
  24

  	
   

  	
   

  	
  5.00%

  
	
  30

  	
   

  	
   

  	
  7.50%

  
	
  36

  	
   

  	
   

  	
  7.50%

  
	
  42

  	
   

  	
   

  	
  8.33%

  
	
  48

  	
   

  	
   

  	
  8.33%

  
	
  54

  	
   

  	
   

  	
  8.33%

  
	
  60

  	
   

  	
   

  	
  8.33%

  
	
  66

  	
   

  	
   

  	
  9.16%

  
	
  72

  	
   

  	
   

  	
  9.16%

  
	
  78

  	
   

  	
   

  	
  11.66%

  
	
  Tranche A-2 Term Loan Maturity Date

  	
   

  	
   

  	
  11.70% or remainder

  



 


(iii)  The US Borrower shall repay to the
Administrative Agent, in Dollars, for the benefit of the Lenders of
Tranche E Term Loans, on each date set forth below (each a “Tranche E
Repayment Date”), the principal amount of the Tranche E Term Loans
equal to (x) the outstanding principal amount of Tranche E Term Loans
immediately after funding on the Restatement Date multiplied by (y) the
percentage set forth below opposite such Tranche E Repayment Date (each a “Tranche E
Repayment Amount”):


 


	
  Number of Months

  From Funding Date

  	
   

  	
  Tranche E

  Repayment Amount

  
	
   

  	
   

  	
   

  
	
  60

  	
   

  	
   

  	
  0.5%

  
	
  66

  	
   

  	
   

  	
  0.5%

  
	
  72

  	
   

  	
   

  	
  0.5%

  
	
  78

  	
   

  	
   

  	
  0.5%

  
	
  84

  	
   

  	
   

  	
  0.5%

  
	
  90

  	
   

  	
   

  	
  0.5%

  
	
  Tranche E Term Loan Maturity Date

  	
   

  	
   

  	
  93.0% or remainder

  



 


(iv)  The US Borrower shall repay to the
Administrative Agent, in Euro, for the benefit of the Lenders of Tranche G
Term Loans, on each date set forth below (each a “Tranche G Repayment
Date”), the principal amount of the Tranche G Term Loans equal to
(x) the outstanding principal amount of Tranche G Term Loans immediately
after funding on the Restatement Date multiplied by (y) the percentage set
forth below opposite such Tranche G Repayment Date (each a “Tranche G
Repayment Amount”):


 


	
  Number of Months

  From Funding Date

  	
   

  	
  Tranche G

  Repayment Amount

  
	
   

  	
   

  	
   

  
	
  60

  	
   

  	
   

  	
  0.5%

  



 


73

















 


	
  Number of Months

  From Funding Date

  	
   

  	
  Tranche G

  Repayment Amount

  
	
  66

  	
   

  	
   

  	
  0.5%

  
	
  72

  	
   

  	
   

  	
  0.5%

  
	
  78

  	
   

  	
   

  	
  0.5%

  
	
  84

  	
   

  	
   

  	
  0.5%

  
	
  90

  	
   

  	
   

  	
  0.5%

  
	
  Tranche G Term Loan Maturity Date

  	
   

  	
   

  	
  93.0% or remainder

  



 


(v)  The US Borrower shall repay to the
Administrative Agent, in Dollars, for the benefit of the Lenders of
Tranche H Term Loans, on each date set forth below (each a “Tranche H
Repayment Date”), the principal amount of the Tranche H Term Loans
equal to (x) the outstanding principal amount of Tranche H Term Loans
immediately after funding on the Restatement Date multiplied by (y) the
percentage set forth below opposite such Tranche H Repayment Date (each a “Tranche H
Repayment Amount”):


 


	
  Number of Months

  From Funding Date

  	
   

  	
  Tranche H

  Repayment

  Amount

  
	
   

  	
   

  	
   

  
	
  60

  	
   

  	
   

  	
  0.5%

  
	
  66

  	
   

  	
   

  	
  0.5%

  
	
  72

  	
   

  	
   

  	
  0.5%

  
	
  78

  	
   

  	
   

  	
  0.5%

  
	
  84

  	
   

  	
   

  	
  0.5%

  
	
  90

  	
   

  	
   

  	
  0.5%

  
	
  96

  	
   

  	
   

  	
  0.5%

  
	
  102

  	
   

  	
   

  	
  0.5%

  
	
  108

  	
   

  	
   

  	
  0.5%

  
	
  114

  	
   

  	
   

  	
  0.5%

  
	
  Tranche H Term Loan Maturity Date

  	
   

  	
   

  	
  95.0% or remainder

  



 


(vi)  The US Borrower shall repay to the
Administrative Agent, in Euro, for the benefit of the Lenders of Tranche I
Term Loans, on each date set forth below (each a “Tranche I Repayment
Date”), the principal amount of the Tranche I Term Loans equal to
(x) the outstanding principal amount of Tranche I Term Loans immediately
after funding on the Restatement Date multiplied by (y) the percentage set
forth below opposite such Tranche I Repayment Date (each a “Tranche I
Repayment Amount”):


 


74

















 


	
  Number of Months

  From Funding Date

  	
   

  	
  Tranche I

  Repayment

  Amount

  
	
   

  	
   

  	
   

  
	
  60

  	
   

  	
   

  	
  0.5%

  
	
  66

  	
   

  	
   

  	
  0.5%

  
	
  72

  	
   

  	
   

  	
  0.5%

  
	
  78

  	
   

  	
   

  	
  0.5%

  
	
  84

  	
   

  	
   

  	
  0.5%

  
	
  90

  	
   

  	
   

  	
  0.5%

  
	
  96

  	
   

  	
   

  	
  0.5%

  
	
  102

  	
   

  	
   

  	
  0.5%

  
	
  108

  	
   

  	
   

  	
  0.5%

  
	
  114

  	
   

  	
   

  	
  0.5%

  
	
  Tranche I Term Loan Maturity Date

  	
   

  	
   

  	
  95.0% or remainder

  



 


(c)  Each Lender shall maintain in accordance
with its usual practice an account or accounts evidencing the Indebtedness of
the US Borrower and the UK Borrower, as the case may be, to the appropriate
lending office of such Lender resulting from each Loan made by such lending
office of such Lender from time to time, including the amounts of principal and
interest payable and paid to such lending office of such Lender from time to
time under this Agreement.


 


(d)  The Administrative Agent shall maintain
the Register pursuant to Section 14.6(b)(iv), and a subaccount for each
Lender, in which Register and subaccounts (taken together) shall be recorded
(i) the amount and currency of each Loan made hereunder, whether such Loan
is a Term Loan, a Revolving Credit Loan or Extended Revolving Credit Loan or a
Swingline Loan, the Type of each Loan made and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or
to become due and payable from the US Borrower and the UK Borrower, as the case
may be, to each Lender or the Swingline Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder from the US
Borrower and the UK Borrower, as the case may be, and each Lender’s share
thereof.


 


(e)  The entries made in the Register and
accounts and subaccounts maintained pursuant to paragraphs (c) and (d) of
this Section 2.5 shall, to the extent permitted by applicable law, be
prima facie evidence of the existence and amounts of the obligations of the US
Borrower and the UK Borrower therein recorded; provided, however,
that the failure of any Lender or the Administrative Agent to maintain such
account, such Register or such subaccount, as applicable, or any error therein,
shall not in any manner affect the obligation of the US Borrower or the UK
Borrower to repay (with applicable interest) the Loans made to the US Borrower
or the UK Borrower by such Lender in accordance with the terms of this
Agreement.


 


2.6.                            Conversions and Continuations.  (a)   
The US Borrower shall have the option on any Business Day to convert all
or a portion equal to at least the Minimum


 


75

















 


Borrowing Amount of the
outstanding principal amount of Tranche E Term Loans, Tranche H Term Loans,
Dollar Revolving Credit Loans or Dollar Extended Revolving Credit Loans of one
Type into a Borrowing or Borrowings of another Type and the US Borrower or the
UK Borrower, as the case may be, shall have the option on any Business Day to
continue the outstanding principal amount of any Eurodollar Term Loans,
Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans
as Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar
Extended Revolving Credit Loans, as the case may be, for an additional Interest
Period; provided, that (i) no partial conversion of Eurodollar Term
Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving
Credit Loans shall reduce the outstanding principal amount of Eurodollar Term
Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving
Credit Loans made pursuant to a single Borrowing to less than the Minimum
Borrowing Amount, (ii) ABR Loans may not be converted into Eurodollar Term
Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving
Credit Loans if a Default or Event of Default is in existence on the date of
the conversion and the Administrative Agent has or the Required Lenders have
determined in its or their sole discretion not to permit such conversion,
(iii) Eurodollar Loans may not be continued as Eurodollar Term Loans,
Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans
for an additional Interest Period if a Default or Event of Default is in
existence on the date of the proposed continuation and the Administrative Agent
has or the Required Lenders have determined in its or their sole discretion not
to permit such continuation and (iv) Borrowings resulting from conversions
pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2.  Each such conversion or continuation shall be
effected by the US Borrower or the UK Borrower, as the case may be, by giving
the Administrative Agent at the Administrative Agent’s Office prior to 12:00
Noon (Local Time) at least three Business Days’ (or one Business Day’s notice
in the case of a conversion into ABR Loans) prior written notice (or telephonic
notice promptly confirmed in writing) (each a “Notice of Conversion or
Continuation”) specifying the Term Loans, Revolving Credit Loans or
Extended Revolving Credit Loans to be so converted or continued, the Type of
Term Loans, Revolving Credit Loans or Extended Revolving Credit Loans to be
converted or continued into and, if such Term Loans, Revolving Credit Loans or
Extended Revolving Credit Loans are to be converted into or continued as
Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended
Revolving Credit Loans, the Interest Period to be initially applicable
thereto.  The Administrative Agent shall
give each Lender notice as promptly as practicable of any such proposed
conversion or continuation affecting any of its Term Loans, Revolving Credit
Loans or Extended Revolving Credit Loans.


 


(b)  If any Default or Event of Default is in
existence at the time of any proposed continuation of any Eurodollar Term
Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving
Credit Loans and the Administrative Agent has or the Required Lenders have
determined in its or their sole discretion not to permit such continuation,
such Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar
Extended Revolving Credit Loans shall be automatically converted on the last
day of the then-current Interest Period (i) in respect of Tranche E
Term Loans, Tranche H Term Loans, Dollar Revolving Credit Loans and Dollar
Extended Revolving Credit


 


76

















 


Loans,
into ABR Loans, and (ii) in respect of Tranche A-1 Term Loans,
Tranche A-2 Term Loans, Tranche G Term Loans, Tranche I Term Loans,
Foreign Currency Revolving Credit Loans and Foreign Currency Extended Revolving
Credit Loans, into Eurodollar Loans with an Interest Period of one month.  If upon the expiration of any Interest Period
in respect of Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar
Extended Revolving Credit Loans, the US Borrower or the UK Borrower, as the
case may be, has failed to elect a new Interest Period to be applicable thereto
as provided in paragraph (a) above, (i) the US Borrower or the
UK Borrower, as the case may be, shall be deemed to have elected to convert
such Dollar Borrowing of Eurodollar Term Loans, Eurodollar Revolving Credit
Loans or Eurodollar Extended Revolving Credit Loans, as the case may be, into a
Borrowing of ABR Loans effective as of the expiration date of such current
Interest Period and (ii) the US Borrower or the UK Borrower, as the case
may be, shall be deemed to have elected to convert such Foreign Currency
Borrowing of Eurodollar Term Loans, Eurodollar Revolving Credit Loans or
Eurodollar Extended Revolving Credit Loans, as the case may be, into a
Borrowing of Eurodollar Loans with an Interest Period of one month effective as
of the expiration date of such then-current Interest Period.


 


2.7.                            Pro Rata Borrowings.  Each Borrowing of Term Loans under this
Agreement shall be granted by the Lenders pro  rata on the basis
of their then-applicable Term Loan Commitments. 
Each Borrowing of Revolving Credit Loans or Extended Revolving Credit
Loans, as applicable, under this Agreement shall be granted by the Lenders pro
rata on the basis of their then-applicable Revolving Credit Commitments
or Extended Revolving Credit Commitments, as applicable.  It is understood that no Lender shall be
responsible for any default by any other Lender in its obligation to make Loans
hereunder and that each Lender shall be obligated to make the Loans provided to
be made by it hereunder, regardless of the failure of any other Lender to
fulfill its commitments hereunder.


 


2.8.                            Interest.  (a)   
The unpaid principal amount of each ABR Loan shall bear interest from
the date of the Borrowing thereof until maturity (whether by acceleration or
otherwise) at a rate per annum that shall at all times be the Applicable ABR
Margin plus the ABR in effect from time to time.


 


(b)  The unpaid principal amount of each
Eurodollar Term Loan, Eurodollar Revolving Credit Loan or Eurodollar Extended
Revolving Credit Loan shall bear interest from the date of the Borrowing
thereof until maturity thereof (whether by acceleration or otherwise) at a rate
per annum that shall at all times be the Applicable Eurodollar Margin in effect
from time to time plus the relevant Eurodollar Rate plus, in the
case of Foreign Currency Loans, any Additional Cost incurred by such Lender in
respect of such Foreign Currency Loans from time to time.


 


(c)  If all or a portion of (i) the
principal amount of any Loan or (ii) any interest payable thereon shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum that is
(x) in the case of overdue principal, the rate that would otherwise be
applicable thereto plus 2% or (y) in the case of any overdue
interest, to the extent permitted by


 


77

















 


applicable
law, the rate described in Section 2.8(a) plus 2% from and
including the date of such non-payment to but excluding the date on which such
amount is paid in full (after as well as before judgment).


 


(d)  Interest on each Loan shall accrue from
and including the date of any Borrowing to but excluding the date of any
repayment thereof and shall be payable (i) in respect of each ABR Loan,
quarterly in arrears on the last day of each March, June, September and
December, (ii) in respect of each Eurodollar Term Loan, Eurodollar
Revolving Credit Loan or Eurodollar Extended Revolving Credit Loan, on the last
day of each Interest Period applicable thereto and, in the case of an Interest
Period in excess of three months, on each date occurring at three-month
intervals after the first Business Day of such Interest Period, (iii) in
respect of each Loan (except, other than in the case of prepayments, any ABR
Loan), on any prepayment (on the amount prepaid), at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand.  It is understood and agreed that, in the
event that the Acquisition is not consummated on July 31, 2004 and the
Loans are prepaid, interest on each Loan made on the Funding Date shall accrue
from and including the Funding Date to but excluding the date of the repayment
thereof in accordance with this Agreement and such interest shall be payable on
the date of such prepayment.


 


(e)  All computations of interest hereunder
shall be made in accordance with Section 5.5.


 


(f)  The Administrative Agent, upon determining
the interest rate for any Borrowing of Eurodollar Loans, shall promptly notify
the US Borrower (on its own behalf and on behalf of the UK Borrower) and the
relevant Lenders thereof.  Each such
determination shall, absent clearly demonstrable error, be final and conclusive
and binding on all parties hereto.


 


2.9.                            Interest Periods.  At the time the US Borrower or the UK
Borrower, as the case may be, gives a Notice of Borrowing or Notice of
Conversion or Continuation in respect of the making of, or conversion into or
continuation as, a Borrowing of Eurodollar Term Loans, Eurodollar Revolving
Credit Loans or Eurodollar Extended Revolving Credit Loans (in the case of the
initial Interest Period applicable thereto) or prior to 10:00 a.m. (Local
Time) on the third Business Day prior to the expiration of an Interest Period
applicable to a Borrowing of Eurodollar Term Loans, Eurodollar Revolving Credit
Loans or Eurodollar Extended Revolving Credit Loans, the US Borrower or the UK
Borrower, as the case may be, shall have the right to elect by giving the
Administrative Agent written notice (or telephonic notice promptly confirmed in
writing) the Interest Period applicable to such Borrowing, which Interest
Period shall, at the option of the US Borrower or the UK Borrower, as the case
may be, be a one, two, three, six or (in the case of Revolving Credit Loans or
Extended Revolving Credit Loans, if available to all the Lenders making such
loans as determined by such Lenders in good faith based on prevailing market
conditions) a nine or twelve month period; provided, that the initial
Interest Period may be for a period less than one month if agreed upon by the
US Borrower and the Administrative Agent. 
Notwithstanding anything to the contrary contained above:


 


78
















 


(a)  the initial Interest Period for any
Borrowing of Eurodollar Term Loans, Eurodollar Revolving Credit Loans or
Eurodollar Extended Revolving Credit Loans shall commence on the date of such
Borrowing (including the date of any conversion from a Borrowing of ABR Loans)
and each Interest Period occurring thereafter in respect of such Borrowing
shall commence on the day on which the next preceding Interest Period expires;


 


(b)  if any Interest Period relating to a
Borrowing of Eurodollar Term Loans, Eurodollar Revolving Credit Loans or
Eurodollar Extended Revolving Credit Loans begins on the last Business Day of a
calendar month or begins on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period, such
Interest Period shall end on the last Business Day of the calendar month at the
end of such Interest Period;


 


(c)  if any Interest Period would otherwise
expire on a day that is not a Business Day, such Interest Period shall expire
on the next succeeding Business Day; provided, that if any Interest
Period in respect of a Eurodollar Term Loan, Eurodollar Revolving Credit Loan
or Eurodollar Extended Revolving Credit Loan would otherwise expire on a day
that is not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Interest Period shall expire on the
next preceding Business Day; and


 


(d)  the US Borrower or the UK Borrower, as the
case may be, shall not be entitled to elect any Interest Period in respect of
any Eurodollar Term Loan, any Eurodollar Revolving Credit Loan or any
Eurodollar Extended Revolving Credit Loan if such Interest Period would extend
beyond the applicable Maturity Date of such Loan.


 


2.10.                        Increased Costs, Illegality, etc.  (a)    In the event that (x) in the case of
clause (i) below, the Administrative Agent or (y) in the case of
clauses (ii) and (iii) below, any Lender shall have reasonably
determined (which determination shall, absent clearly demonstrable error, be
final and conclusive and binding upon all parties hereto):


 


(i)  on any date for determining the Eurodollar
Rate for any Interest Period that (x) deposits in the principal amounts of
the Loans comprising such Eurodollar Borrowing and in the currency in which
such Loan is to be denominated are not generally available in the relevant
market or (y) by reason of any changes arising on or after the Funding
Date affecting the interbank Eurodollar market, adequate and fair means do not
exist for ascertaining the applicable interest rate on the basis provided for
in the definition of Eurodollar Rate; or


 


(ii)  at any time, that such Lender shall incur
increased costs or reductions in the amounts received or receivable hereunder
with respect to any Eurodollar Loans (other than any such increase or reduction
attributable to taxes) because of (x) any change since the Funding Date in
any applicable law, governmental rule, regulation, guideline or order (or in
the interpretation or administration thereof and including the introduction of
any new law or governmental rule, regulation, guideline or order), such


 


79

















 


as,
for example, without limitation, a change in official reserve requirements,
and/or (y) other circumstances affecting the interbank Eurodollar market
or the position of such Lender in such market; or


 


(iii)  at any time, that the making or
continuance of any Eurodollar Loan has become unlawful by compliance by such
Lender in good faith with any law, governmental rule, regulation, guideline or
order (or would conflict with any such governmental rule, regulation, guideline
or order not having the force of law even though the failure to comply
therewith would not be unlawful), or has become impracticable as a result of a
contingency occurring after the Funding Date that materially and adversely
affects the interbank Eurodollar market;


 


then, and in any such event, such Lender (or the
Administrative Agent, in the case of clause (i) above) shall within a
reasonable time thereafter give notice (if by telephone, confirmed in writing)
to the US Borrower (on its own behalf and on behalf of the UK Borrower) and to
the Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Lenders).  Thereafter (x) in the case of
clause (i) above, Eurodollar Term Loans, Eurodollar Revolving Credit
Loans and Eurodollar Extended Revolving Credit Loans shall no longer be
available until such time as the Administrative Agent notifies the US Borrower
(on its own behalf and on behalf of the UK Borrower) and the Lenders that the
circumstances giving rise to such notice by the Administrative Agent no longer
exist (which notice the Administrative Agent agrees to give at such time when
such circumstances no longer exist), and any Notice of Borrowing or Notice of
Conversion given by the US Borrower or the UK Borrower with respect to
Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended
Revolving Credit Loans that have not yet been incurred shall be deemed
rescinded by the US Borrower or the UK Borrower, (y) in the case of
clause (ii) above, the US Borrower or the UK Borrower, as the case
may be, shall pay to such Lender, promptly after receipt of written demand
therefor such additional amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its
reasonable discretion shall determine) as shall be required to compensate such
Lender for such increased costs or reductions in amounts receivable hereunder
(it being agreed that a written notice as to the additional amounts owed to
such Lender, showing in reasonable detail the basis for the calculation
thereof, submitted to the US Borrower or the UK Borrower, as the case may be,
by such Lender shall, absent clearly demonstrable error, be final and
conclusive and binding upon all parties hereto) and (z) in the case of
clause (iii) above, the US Borrower or the UK Borrower, as the case
may be, shall take one of the actions specified in Section 2.10(b) as
promptly as possible and, in any event, within the time period required by law.


 


(b)  At any time that any Eurodollar Loan is
affected by the circumstances described in Section 2.10(a)(ii) or
(iii), the US Borrower or the UK Borrower, as the case may be, may (and in the
case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall)
either (x) if the affected Eurodollar Loan is then being made pursuant to
a Borrowing, cancel said Borrowing by giving the Administrative Agent
telephonic notice (confirmed promptly in writing) thereof on the same date that
the US Borrower or the UK Borrower, as the case may be, was notified by a
Lender pursuant to Section


 


80

















 


2.10(a)(ii) or
(iii) or (y) if the affected Eurodollar Loan is a Tranche E Term
Loan, a Tranche H Term Loan, a Dollar Revolving Credit Loan or a Dollar
Extended Revolving Credit Loan and is then outstanding, upon at least three
Business Days’ notice to the Administrative Agent, require the affected Lender
to convert each such Eurodollar Revolving Credit Loan, Eurodollar Extended
Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan; provided,
that if more than one Lender is affected at any time, then all affected Lenders
must be treated in the same manner pursuant to this Section 2.10(b).


 


(c)  If, after the Funding Date, the adoption
of any applicable law, rule or regulation regarding capital adequacy, or
any change therein, or any change in the interpretation or administration
thereof by any governmental authority, the National Association of Insurance
Commissioners, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by a Lender or its
parent with any request or directive made or adopted after the Funding Date
regarding capital adequacy (whether or not having the force of law) of any such
authority, association, central bank or comparable agency, has or would have
the effect of reducing the rate of return on such Lender’s or its parent’s
capital or assets as a consequence of such Lender’s commitments or obligations
hereunder to a level below that which such Lender or its parent could have
achieved but for such adoption, effectiveness, change or compliance (taking
into consideration such Lender’s or its parent’s policies with respect to
capital adequacy), then from time to time, promptly after demand by such Lender
(with a copy to the Administrative Agent), the US Borrower or the UK Borrower,
as the case may be, shall pay to such Lender such additional amount or amounts
as will compensate such Lender or its parent for such reduction, it being
understood and agreed, however, that a Lender shall not be entitled to such
compensation as a result of such Lender’s compliance with, or pursuant to any
request or directive to comply with, any such law, rule or regulation as
in effect on the Funding Date.  Each
Lender, upon determining in good faith that any additional amounts will be
payable pursuant to this Section 2.10(c), will give prompt written notice
thereof to the US Borrower (on its own behalf and on behalf of the UK
Borrower), which notice shall set forth in reasonable detail the basis of the
calculation of such additional amounts, although the failure to give any such
notice shall not, subject to Section 2.13, release or diminish any of the
US Borrower’s or the UK Borrower’s, as the case may be, obligations to pay
additional amounts pursuant to this Section 2.10(c) upon receipt of
such notice.


 


(d)  Notwithstanding the foregoing, in the case
of Foreign Currency Revolving Credit Loans or Foreign Currency Extended
Revolving Credit Loans affected by the circumstances described in
Section 2.10(a)(i), as promptly as practicable but in no event later than
three Business Days after the giving of the required notice by the
Administrative Agent with respect to such circumstances, the Administrative
Agent (in consultation with the Lenders) shall negotiate with the US Borrower
in good faith in order to ascertain whether a substitute interest rate (a “Substitute
Rate”) may be agreed upon for the maintaining of existing Foreign Currency
Revolving Credit Loans or Foreign Currency Extended Revolving Credit
Loans.  If a Substitute Rate is agreed
upon by the US Borrower and all the Lenders, such Substitute Rate shall
apply.  If a Substitute Rate is not so
agreed upon by the US Borrower and all the Lenders within such time,


 


81

















 


each
Lender’s Foreign Currency Revolving Credit Loans or Foreign Currency Extended
Revolving Credit Loans, as applicable, shall thereafter bear interest at a rate
equal to the sum of (i) the rate certified by such Lender to be its costs
of funds (from such sources as it may reasonably select out of those sources then
available to it) for such Foreign Currency Revolving Credit Loans or Foreign
Currency Extended Revolving Credit Loans, as applicable, plus
(ii) the Applicable Eurodollar Margin plus (iii), in the case of
Foreign Currency Loans denominated in Sterling only, any Additional Cost
incurred by such Lender in respect of such Sterling Foreign Currency Loans from
time to time.


 


2.11.                        Compensation.  If (a) any payment of principal of any
Eurodollar Term Loan, Eurodollar Revolving Credit Loan or Eurodollar Extended
Revolving Credit Loan is made by the US Borrower or the UK Borrower, as the
case may be, to or for the account of a Lender other than on the last day of
the Interest Period for such Eurodollar Loan as a result of a payment or
conversion pursuant to Section 2.5, 2.6, 2.10, 5.1, 5.2 or 14.7, as a
result of acceleration of the maturity of the Loans pursuant to Section 11
or for any other reason, (b) any Borrowing of Eurodollar Term Loans,
Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans
is not made as a result of a withdrawn Notice of Borrowing, (c) any ABR
Loan is not converted into a Eurodollar Term Loan, Eurodollar Revolving Credit
Loan or Eurodollar Extended Revolving Credit Loan as a result of a withdrawn
Notice of Conversion or Continuation, (d) any Eurodollar Loan is not
continued as a Eurodollar Term Loan, Eurodollar Revolving Credit Loan or
Eurodollar Extended Revolving Credit Loan as a result of a withdrawn Notice of
Conversion or Continuation or (e) any prepayment of principal of any
Eurodollar Term Loan, Eurodollar Revolving Credit Loan or Eurodollar Extended
Revolving Credit Loan is not made as a result of a withdrawn notice of
prepayment pursuant to Section 5.1 or 5.2, the US Borrower or the UK
Borrower, as the case may be, shall, after receipt of a written request by such
Lender (which request shall set forth in reasonable detail the basis for
requesting such amount), pay to the Administrative Agent for the account of
such Lender any amounts required to compensate such Lender for any additional
losses, costs or expenses that such Lender may reasonably incur as a result of
such payment, failure to convert, failure to continue or failure to prepay,
including any loss, cost or expense (excluding loss of anticipated profits)
actually incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Eurodollar Loan.


 


2.12.                        Change of Lending Office.  Each Lender agrees that, upon the occurrence
of any event giving rise to the operation of Section 2.10(a)(ii),
2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if
requested by the US Borrower or the UK Borrower, as the case may be, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event; provided,
that such designation is made on such terms that such Lender and its lending
office suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of any such
Section.  Nothing in this Section 2.12
shall affect or postpone any of the obligations of the US Borrower or the UK
Borrower, as the case may be, or the right of any Lender provided in Section 2.10,
3.5 or 5.4.


 


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2.13.                        Notice of Certain Costs.  Notwithstanding anything in this Agreement to
the contrary, to the extent any notice required by Section 2.10, 2.11, 3.5
or 5.4 is given by any Lender more than 180 days after such Lender has
knowledge (or should have had knowledge) of the occurrence of the event giving
rise to the additional cost, reduction in amounts, loss, tax or other
additional amounts described in such Sections, such Lender shall not be
entitled to compensation under Section 2.10, 2.11, 3.5 or 5.4, as the case
may be, for any such amounts incurred or accruing prior to the giving of such
notice to the US Borrower or the UK Borrower, as the case may be.


 


2.14.                        Incremental Facilities.  The US Borrower may by written notice to the
Administrative Agent elect to request the establishment of one or more
(x) new Tranche H Term Loan Commitments (the “New Tranche H Term Loan
Commitments”) and/or new Tranche I Term Loans Commitments (the “New
Tranche I Term Loan Commitments”) and/or (y) new Revolving Credit
Commitments (the “New Revolving Credit Commitment”) and/or new Extended
Revolving Credit Commitments (the “New Extended Revolving Loan Commitments”
and, together with the New Tranche H Term Loan Commitments, the New Tranche I
Term Loan Commitment and the New Revolving Credit Commitments, the “New Loan
Commitments”), by an aggregate amount not less than $25,000,000
individually (or such lesser amount which shall be approved by the
Administrative Agent or such lesser amount that shall constitute the difference
between $250,000,000 and all such New Loan Commitments obtained prior to such
date), and integral multiples of $5,000,000 in excess of that amount, and in
any event, by an aggregate amount which, when taken together with the principal
amount of any Permitted Additional Notes, shall not exceed $250,000,000 in the
aggregate.  Each such notice shall
specify the date (each, an “Increased Amount Date”) on which the US
Borrower proposes that the New Loan Commitments shall be effective, which shall
be a date not less than 10 Business Days after the date on which such notice is
delivered to the Administrative Agent; provided, that the US Borrower
shall first offer the Lenders to provide all of the New Loan Commitments prior
to offering any other Person that is an eligible assignee pursuant to Section 14.6(b);
provided  further, that any Lender offered or approached to
provide all or a portion of the New Loan Commitments may elect or decline, in
its sole discretion, to provide a New Loan Commitment.  Such New Loan Commitments shall become
effective, as of such Increased Amount Date; provided, that (1) no
Default or Event of Default shall exist on such Increased Amount Date before or
after giving effect to such New Loan Commitments, as applicable; (2) both
before and after giving effect to the making of any Series of New Tranche
H Term Loans, New Tranche I Term Loans, New Revolving Loans, or New Extended
Revolving Loans, each of the conditions set forth in Section 7.1 and 7.2
shall be satisfied; (3) the US Borrower and its Subsidiaries shall be in pro
forma compliance with each of the covenants set forth in Sections 10.9
and 10.10 as of the last day of the most recently ended fiscal quarter after
giving effect to such New Loan Commitments and any investment to be consummated
in connection therewith; (4) the New Loan Commitments shall be effected
pursuant to one or more Joinder Agreements executed and delivered by the US
Borrower and Administrative Agent, and each of which shall be recorded in the
Register by the US Borrower and Administrative Agent, and shall be subject to
the requirements set forth in Section 5.4(b); (5) the US Borrower
shall make any payments required pursuant to Section 2.11 in connection
with the New Loan Commitments, as applicable; and (6) the US Borrower


 


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shall deliver or cause to
be delivered (i) a certificate of the US Borrower and Holdings dated the
Increased Amount Date, substantially in the form of Exhibit P, with
appropriate insertions, executed by the President or any Vice President and the
Secretary or any Assistant Secretary of such Credit Party, and attaching the
documents referred to in Section 6.7 and 6.8 and, where applicable,
certifying as to the incumbency and specimen signature of each officer
executing any Credit Document or any other document delivered in connection
therewith on behalf of such Credit Party, (ii) the executed legal opinions
of Simpson Thacher and Bartlett LLP and Tom Riordan, general counsel of the
Credit Parties, in each case, substantially in the forms previously delivered
in connection with this Agreement and (iii) any other applicable documents
reasonably required by the Administrative Agent in connection with any such
transaction.  Any New Tranche H Term
Loans or New Tranche I Term Loans made on an Increased Amount Date shall be
designated a separate series (a “Series”) of New Tranche H Term Loans or
New Tranche H Term Loans, as applicable, for all purpose of this Agreement.


 


On any Increased Amount Date on which New Revolving
Loan Commitments or New Extended Revolving Loan Commitments are effected,
subject to the satisfaction of the foregoing terms and conditions,
(a) each of the Lenders with New Revolving Loan Commitments or Extended
Revolving Credit Commitments, as applicable, shall assign to each Lender with a
New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) or
a New Extended Revolving Loan Commitments (each, a “New Extended Revolving
Loan Lender”), as applicable, and each of the New Revolving Loan Lenders or
New Extended Revolving Loan Lenders shall purchase from each of the Lenders
with Revolving Credit Commitments or Extended Revolving Credit Commitments, as
applicable, at the principal amount thereof (together with accrued interest),
such interests in the Revolving Credit Loans or Extended Revolving Credit
Loans, as applicable, outstanding on such Increased Amount Date as shall be
necessary in order that, after giving effect to all such assignments and
purchases, such Revolving Credit Loans or Extended Revolving Credit Loans, as
applicable, will be held by existing Lenders with Revolving Credit Loans or
Extended Revolving Credit Loans, as applicable, and New Revolving Loan Lenders
or New Extended Revolving Loan Lenders, as applicable, ratably in accordance
with their Revolving Credit Commitments or Extended Revolving Credit
Commitments after giving effect to the addition of such New Revolving Credit
Commitments or New Extended Revolving Credit Commitments to the New Revolving
Credit Commitments or Extended Revolving Credit Commitments, (b) each New
Revolving Credit Commitment or New Extended Revolving Credit Commitment shall
be deemed for all purposes a Revolving Credit Commitment or an Extended
Revolving Credit Commitment, as applicable, and each Loan made thereunder (a “New
Revolving Loan” or a “New Extended Revolving Loan”, as applicable)
shall be deemed, for all purposes, a Revolving Credit Loan or an Extended Revolving
Credit Loan and (c) each New Revolving Loan Lender and New Extended
Revolving Loan Lender shall become a Lender with respect to the New Revolving
Loan Commitment or New Extended Revolving Loan Commitment, as applicable, and
all matters relating thereto.


 


On any Increased Amount Date on which any New
Tranche H Term Loan Commitments or New Tranche I Term Loan Commitments of any Series are
effective,


 


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subject to the satisfaction of the foregoing terms
and conditions, (i) each Lender with a New Tranche H Term Loan Commitment
(each, a “New Tranche H Term Loan Lender”) or New Tranche I Term Loan
Commitment (each, a “New Tranche I Term Loan Lender”) of any Series shall
make a Loan to the US Borrower (a “New Tranche H Term Loan” or a “New
Tranche I Term Loan”, as applicable) in an amount equal to its New Tranche
H Term Loan Commitment or New Tranche I Term Loan Commitment, as applicable, of
such Series, and (ii) each New Tranche H Term Loan Lender and New Tranche
I Term Loan Lender of any Series shall become a Lender hereunder with
respect to the New Tranche H Term Loan Commitment or New Tranche I Term Loan
Commitment, as applicable, of such Series and the New Tranche H Term Loans
or New Tranche I Term Loans, as applicable, of such Series made pursuant
thereto.


 


The terms and provisions of the New Tranche H Term
Loans, New Tranche I Term Loans, New Tranche H Term Loan Commitments and New
Tranche I Term Loan Commitments of any Series shall be, except as otherwise
set forth herein or in the Joinder Agreement, identical to the Tranche H Term
Loans or the Tranche I Term Loans, as applicable; provided, however,
that (i) the applicable maturity date of each Series shall be no
shorter than the final maturity of the Extended Revolving Credit Loans and the
Tranche H Term Loans and (ii) the rate of interest applicable to the New
Tranche H Term Loans and the New Tranche H Term Loans of each Series shall
be determined by the US Borrower and the applicable new Lenders and shall be
set forth in each applicable Joinder Agreement. The terms and provisions of the
New Revolving Loans, New Extended Revolving Loans, New Revolving Credit
Commitments and New Extended Revolving Credit Commitments shall be identical to
the Revolving Credit Loans, the Extended Revolving Credit Loans, the Revolving
Credit Commitments and the Extended Revolving Credit Commitments.


 


Each Joinder Agreement may, without the consent of
any other Lenders, effect such amendments to this Agreement and the other Credit
Documents as may be necessary or appropriate, in the opinion of the
Administrative Agent, to effect the provision of this Section 2.14.


 


2.15.                        Incremental Refinancing Facilities.  The US Borrower may by written notice to the
Administrative Agent elect to request the establishment of one or more new
tranches of (x) Term Loan Commitments (the “Incremental Refinancing
Term Loan Commitments”), by an aggregate amount not less than $25,000,000
individually (or such lesser amount which shall be approved by the
Administrative Agent), and integral multiples of $5,000,000 in excess of that
amount, the proceeds of which shall be used solely to repay the Tranche A-1
Term Loans, the Tranche A-2 Term Loans, the Tranche E Term Loans or the Tranche
G Term Loans as required by Section 5.2 and (y) Revolving Credit
Commitments or Extended Revolving Credit Commitments (the “Incremental
Refinancing Revolving Credit Commitments”), by an aggregate amount not less
than $25,000,000 individually (or such lesser amount which shall be approved by
the Administrative Agent), and integral multiples of $5,000,000 in excess of
that amount, the proceeds of which shall be used solely to permanently replace
Revolving Credit Commitments or Extended Revolving Credit Commitments.  Each such notice shall specify the date
(each, an “Incremental Refinancing Amount Date”) on which the US


 


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Borrower proposes that the
Incremental Refinancing Term Loan Commitments or Incremental Refinancing
Revolving Credit Commitments shall be effective, which shall be a date not less
than 10 Business Days after the date on which such notice is delivered to the
Administrative Agent; provided, that the US Borrower shall first offer
the Lenders to provide all of the Incremental Refinancing Term Loan Commitments
or all Incremental Refinancing Revolving Credit Commitments, as applicable,
prior to offering any other Person that is an eligible assignee pursuant to Section 14.6(b);
provided  further, that any Lender offered or approached to
provide all or a portion of the Incremental Refinancing Term Loan Commitments
or the Incremental Refinancing Revolving Credit Commitments may elect or
decline, in its sole discretion, to provide an Incremental Refinancing Term
Loan Commitment or Incremental Refinancing Revolving Credit Commitment, as
applicable.  Such Incremental Refinancing
Term Loan Commitments and such Incremental Refinancing Revolving Credit
Commitments, as applicable, shall become effective, as of such Incremental
Refinancing Amount Date; provided, that (1) no Default or Event of
Default shall exist on such Incremental Refinancing Amount Date before or after
giving effect to such Incremental Refinancing Term Loan Commitments or such
Incremental Refinancing Revolving Credit Commitments, as applicable;
(2) both before and after giving effect to the making of any Series of
Incremental Refinancing Term Loans or any Incremental Refinancing Revolving
Credit Commitments, each of the conditions set forth in Section 7.1 and
7.2 shall be satisfied; (3) the US Borrower and its Subsidiaries shall be
in pro  forma compliance with each of the covenants set forth in
Sections 10.9 and 10.10 as of the last day of the most recently ended fiscal
quarter after giving effect to such Incremental Refinancing Term Loan
Commitments or such Incremental Refinancing Revolving Credit Commitments;
(4) the Incremental Refinancing Term Loan Commitments and the Incremental
Refinancing Revolving Credit Commitments, as applicable, shall be effected pursuant
to one or more Joinder Agreements executed and delivered by the US Borrower and
Administrative Agent, and each of which shall be recorded in the Register by
the US Borrower and Administrative Agent, and shall be subject to the
requirements set forth in Section 5.4(b); (5) the US Borrower shall
make any payments required pursuant to Section 2.11 in connection with the
Incremental Refinancing Term Loan Commitments or Incremental Refinancing
Revolving Credit Commitments, as applicable; and (6) the US Borrower shall
deliver or cause to be delivered (i) a certificate of the US Borrower and
Holdings dated the Incremental Refinancing Amount Date, substantially in the
form of Exhibit P, with appropriate insertions, executed by the President
or any Vice President and the Secretary or any Assistant Secretary of such
Credit Party, and attaching the documents referred to in Section 6.7 and
6.8 and, where applicable, certifying as to the incumbency and specimen
signature of each officer executing any Credit Document or any other document
delivered in connection therewith on behalf of such Credit Party, (ii) the
executed legal opinions of Simpson Thacher and Bartlett LLP and Tom Riordan,
general counsel of the Credit Parties, in each case, substantially in the forms
previously delivered in connection with this Agreement and (iii) any other
applicable documents reasonably required by the Administrative Agent in
connection with any such transaction. 
Any Incremental Refinancing Term Loans or Incremental Refinancing
Revolving Credit Commitments made on an Incremental Refinancing Amount Date
shall be designated a separate series (a “Refinancing Series”) of
Incremental Refinancing Term Loans or


 


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Incremental Refinancing
Revolving Credit Commitments, as applicable, for all purpose of this Agreement.


 


The terms and provisions of any Term Loans made
under the Incremental Refinancing Term Loan Commitments shall be, except as
otherwise set forth herein or in the Joinder Agreement, identical to those of
the Tranche H Term Loans; provided, however, that (i) the
applicable maturity date of each Refinancing Series shall be no shorter
than the final maturity of the Tranche H Term Loans and (ii) the rate of
interest applicable to the Incremental Refinancing Term Loans of each
Refinancing Series shall be determined by the US Borrower and the
applicable new Lenders and shall be set forth in each applicable Joinder
Agreement; provided  further, that if the initial yield on any
Incremental Refinancing Term Loans (as determined by the Administrative Agent
to be equal to the sum of (x) the Eurodollar Rate (including any
applicable Eurodollar Rate floor) plus the Applicable Eurodollar Margin
applicable to the Incremental Refinancing Term Loans and (y) if the
Incremental Refinancing Term Loans are initially made at a discount or the
Lenders making the same receive a fee directly or indirectly from Holdings,
either Borrower or any Subsidiary for doing so (the amount of such fee,
expressed as a percentage of the Incremental Refinancing Term Loans, being
referred to herein as “OID”), the amount of such OID divided by the
lesser of (A) the average life to maturity of such Incremental Refinancing
Term Loans and (B) four) exceeds by more than 50 basis points (the amount
of such excess above 50 basis points being referred to herein as the “Yield
Differential”) the Eurodolloar Rate plus the Applicable Eurodollar Margin
then in effect for any Eurodollar Rate Tranche H Term Loan or Tranche I Term
Loan, then the Applicable Margin then in effect for Term Loans shall
automatically be increased by the Yield Differential, effective upon the making
of the Incremental Refinancing Term Loans (and if the Eurodollar Rate margins
on the Incremental Refinancing Term Loans are subject to a leveraged-based
pricing grid, appropriate increases to the other Applicable Margins for the
Term Loans, consistent with the foregoing, shall be made).


 


On any Incremental Refinancing Amount Date on which
any Incremental Refinancing Term Loan Commitments of any Refinancing Series are
effective, subject to the satisfaction of the foregoing terms and conditions,
(i) each Lender with a Incremental Refinancing Term Loan Commitment (each,
a “Incremental Refinancing Term Loan Lender”) of any Refinancing Series shall
make a Loan to the US Borrower (a “Incremental Refinancing Term Loan”)
in an amount equal to its Incremental Refinancing Term Loan Commitment of such
Refinancing Series, and (ii) each Incremental Refinancing Term Loan Lender
of any Refinancing Series shall become a Lender hereunder with respect to
the Incremental Refinancing Term Loan Commitment of such Refinancing Series and
the Incremental Refinancing Term Loans of such Refinancing Series made
pursuant thereto.


 


The terms and provisions of any Incremental
Refinancing Revolving Credit Loans made under the Incremental Refinancing
Revolving Credit Commitments shall be, except as otherwise set forth herein or
in the Joinder Agreement, identical to those of the Revolving Credit Loans or
Extended Revolving Credit Loans, as applicable; provided, however,
that (i) the applicable maturity date of such Refinancing Series shall


 


87

















 


be no shorter than the final maturity of the
Revolving Credit Commitments or Extended Revolving Credit Commitments, as
applicable and (ii) the rate of interest applicable to the Incremental
Refinancing Revolving Credit Loans of each Refinancing Series shall be
determined by the US Borrower and the applicable new Lenders and shall be set
forth in each applicable Joinder Agreement.


 


On any Incremental Refinancing Amount Date on which
any Incremental Refinancing Revolving Credit Commitments of any Refinancing Series are
effective, subject to the satisfaction of the foregoing terms and conditions,
(i) each Lender with a Incremental Refinancing Revolving Credit Commitment
(each, a “Incremental Refinancing Revolving Credit Lender”) of any
Refinancing Series shall commit to make Extended Revolving Credit Loans to
the US Borrower (“Incremental Refinancing Revolving Credit Loans”) in an
amount equal to its Incremental Refinancing Revolving Credit Commitment of such
Refinancing Series, and (ii) each Incremental Refinancing Revolving Credit
Lender of any Refinancing Series shall become a Lender hereunder with
respect to the Incremental Refinancing Revolving Credit Commitment of such
Refinancing Series.


 


Each Joinder Agreement may, without the consent of
any other Lenders, effect such amendments to this Agreement and the other
Credit Documents as may be necessary or appropriate, in the opinion of the
Administrative Agent, to effect the provision of this Section 2.15.


 


SECTION 3.                                Letters of Credit


 


3.1.                              Letters of Credit.  (a)   
Subject to and upon the terms and conditions herein set forth,
(i) the US Borrower or the UK Borrower, at any time and from time to time
on or after the Funding Date and prior to the L/C Maturity Date, may request
that the Letter of Credit Issuer issue for the account of the US Borrower or
the UK Borrower, as the case may be, a standby letter of credit or letters of
credit in Dollars (each a “Dollar Letter of Credit” and, collectively,
the “Dollar Letters of Credit”) in such form as may be approved by the
Letter of Credit Issuer in its reasonable discretion and (ii) the US Borrower
or the UK Borrower, at any time and from time to time on or after the Funding
Date and prior to the L/C Maturity Date, may request that the Letter of Credit
Issuer issue for the account of the US Borrower or the UK Borrower, as the case
may be, a standby letter of credit or letters of credit in a Foreign Currency
(each a “Foreign Currency Letter of Credit” and, collectively, the “Foreign
Currency Letters of Credit” and, together with the Dollar Letters of
Credit, the “Letters of Credit”) in such form as may be approved by the
Letter of Credit Issuer in its reasonable discretion.  Notwithstanding anything contained herein to
the contrary, it is acknowledged and agreed that, from and after the
Restatement Date, (a) all Letter of Credit Exposure with respect to
Converting Letters of Credit and any related Unpaid Drawings shall be deemed
for all purposes hereunder to be issued under the Extended Revolving Credit
Commitment, (b) there shall be an automatic adjustment to the
participations held by each Lender thereunder pursuant to Section 3.3 so
that the undivided participation and interest of the Lenders in each such
Converting Letter of Credit and any related Unpaid Drawing is deemed to be made
in respect of the Extended Revolving Credit Commitment as if such


 


88
















 


Converting Letter of
Credit were made on or after the Restatement Date and (c) all Letters of
Credit issued after the Restatement Date shall be issued under the Extended
Revolving Credit Commitment; provided, however, that if, the
Extended Revolving Credit Exposure equals or exceeds the Total Extended
Revolving Credit Commitment and all possible automatic refinancings of Extended
Revolving Loans have occurred pursuant to Section 2.1(b)(i) or (ii),
as applicable, then Letters of Credit may be issued under the Revolving Credit
Commitment.


 


(b)  Notwithstanding the foregoing, (i) no
Letter of Credit shall be issued the Dollar Equivalent of the Stated Amount of
which, when added to the Letter of Credit Outstanding at such time, would
exceed the Letter of Credit Commitment then in effect; (ii) no Letter of
Credit shall be issued the Dollar Equivalent of the Stated Amount of which
would cause (A) the aggregate amount of the Lenders’ Revolving Credit
Exposures at such time to exceed the Total Revolving Credit Commitment then in
effect or (B) the aggregate amount of the Lenders’ Extended Revolving
Credit Exposures at such time to exceed the Total Extended Revolving Credit
Commitment then in effect; (iii) each Letter of Credit shall have an
expiration date occurring no later than one year after the date of issuance
thereof, unless otherwise agreed upon by the Administrative Agent and the
Letter of Credit Issuer; provided, that any Letter of Credit may, upon
request of the US Borrower or the UK Borrower, as the case may be, provide for
the automatic renewal thereof for additional consecutive periods of one year or
less (which in no event shall extend beyond the L/C Maturity Date), subject to
any conditions specified in such Letter of Credit; and provided  further,
that in no event shall such expiration date occur later than the
L/C Maturity Date; (iv) each Letter of Credit shall be denominated in
Dollars or in a Foreign Currency; (v) no Letter of Credit shall be issued
if it would be illegal under any applicable law for the beneficiary of the
Letter of Credit to have a Letter of Credit issued in its favor; and
(vi) no Letter of Credit shall be issued by the Letter of Credit Issuer
after it has received a written notice from the US Borrower, the UK Borrower or
any Lender stating that a Default or Event of Default has occurred and is
continuing until such time as the Letter of Credit Issuer shall have received a
written notice of (x) rescission of such notice from the party or parties
originally delivering such notice or (y) the waiver of such Default or
Event of Default in accordance with the provisions of Section 14.1.


 


(c)  Upon at least one Business Day’s prior
written notice (or telephonic notice promptly confirmed in writing) to the
Administrative Agent and the Letter of Credit Issuer (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), the US
Borrower (on its own behalf and on behalf of the UK Borrower) shall have the
right, on any day, permanently to terminate or reduce the Letter of Credit
Commitment in whole or in part; provided, that, after giving effect to
such termination or reduction, the Letter of Credit Outstanding shall not
exceed the Letter of Credit Commitment.


 


3.2.                              Letter of Credit Requests.  (a)   
Whenever the US Borrower or the UK Borrower desires that a Letter of
Credit be issued for its account, it shall give the Administrative Agent and
the Letter of Credit Issuer at least five (or such lesser number as may be
agreed upon by the Administrative Agent and the Letter of Credit Issuer)


 


89

















 


Business Days’ written
notice thereof.  Each notice shall be
executed by the US Borrower or the UK Borrower, as the case may be, and shall
be in the form of Exhibit N (each a “Letter of Credit Request”).
The Administrative Agent shall promptly notify each Lender of such issuance.


 


(b)  The making of each Letter of Credit
Request shall be deemed to be a representation and warranty by the US Borrower
or the UK Borrower, as the case may be, that the Letter of Credit may be issued
in accordance with, and will not violate the requirements of, Section 3.1(b).


 


3.3.                              Letter of Credit Participations.  (a)   
Immediately upon the issuance by the Letter of Credit Issuer of any
Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and
transferred to each other Lender that has a Revolving Credit Commitment or an
Extended Revolving Credit Commitment, as applicable (each such other Lender, in
its capacity under this Section 3.3, an “L/C Participant”), and
each such L/C Participant shall be deemed irrevocably and unconditionally to
have purchased and received from the Letter of Credit Issuer, without recourse
or warranty, an undivided interest and participation (each an “L/C
Participation”), to the extent of such L/C Participant’s Revolving Credit
Commitment Percentage or Revolving Credit Commitment Percentage, as applicable,
in such Letter of Credit, each substitute letter of credit, each drawing made
thereunder and the obligations of the US Borrower or the UK Borrower, as the
case may be, under this Agreement with respect thereto, and any security
therefor or guaranty pertaining thereto (although Letter of Credit Fees will be
paid directly to the Administrative Agent for the ratable account of the L/C
Participants as provided in Section 4.1(c) and the L/C Participants
shall have no right to receive any portion of any Fronting Fees).


 


(b)  In determining whether to pay under any
Letter of Credit, the Letter of Credit Issuer shall have no obligation other
than to confirm that any documents required to be delivered under such Letter
of Credit have been delivered and that they appear to comply on their face with
the requirements of such Letter of Credit. 
Any action taken or omitted to be taken by the Letter of Credit Issuer
under or in connection with any Letter of Credit issued by it, if taken or
omitted in the absence of gross negligence or willful misconduct, shall not
create for the Letter of Credit Issuer any resulting liability.


 


(c)  In the event that the Letter of Credit
Issuer makes any payment under any Letter of Credit issued by it and the US
Borrower or the UK Borrower, as the case may be, shall not have repaid such
amount in full to the Letter of Credit Issuer pursuant to Section 3.4(a),
the Letter of Credit Issuer shall promptly notify the Administrative Agent who
will notify each applicable L/C Participant of such failure, and each such L/C
Participant shall promptly and unconditionally pay to the Administrative Agent,
for the account of the Letter of Credit Issuer, the amount of such L/C
Participant’s Revolving Credit Commitment Percentage or Extended Revolving
Credit Commitment Percentage, as applicable, of such unreimbursed payment in
Dollars or in the applicable Foreign Currency, as the case may be, and in
immediately available funds; provided, however, that no L/C
Participant shall be obligated to pay to the Administrative Agent for the
account of the Letter of Credit Issuer its Revolving Credit Commitment
Percentage or


 


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Extended
Revolving Credit Commitment Percentage, as applicable, of such unreimbursed
amount arising from any wrongful payment made by the Letter of Credit Issuer
under a Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of the Letter of Credit Issuer.  If the Letter of Credit Issuer so notifies,
prior to 11:00 a.m. (Local Time) on any Business Day, any L/C Participant
required to fund a payment under a Letter of Credit, such L/C Participant shall
make available to the Administrative Agent for the account of the Letter of
Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage or
Extended Revolving Credit Commitment Percentage, as applicable, of the amount
of such payment on such Business Day in immediately available funds (or, if
such notification is given after 11:00 a.m. (Local Time) on any Business
Day, such amount shall be made available on the immediately following Business
Day).  If and to the extent such L/C
Participant shall not have so made its Revolving Credit Commitment Percentage
or Extended Revolving Credit Commitment Percentage, as applicable, of the
amount of such payment available to the Administrative Agent for the account of
the Letter of Credit Issuer, such L/C Participant agrees to pay to the
Administrative Agent for the account of the Letter of Credit Issuer, forthwith
on demand, such amount, together with interest thereon for each day from such
date until the date such amount is paid to the Administrative Agent for the
account of the Letter of Credit Issuer at the Federal Funds Effective
Rate.  The failure of any L/C Participant
to make available to the Administrative Agent for the account of the Letter of
Credit Issuer its Revolving Credit Commitment Percentage or Extended Revolving
Credit Commitment Percentage, as applicable, of any payment under any Letter of
Credit shall not relieve any other L/C Participant of its obligation hereunder
to make available to the Administrative Agent for the account of the Letter of
Credit Issuer its Revolving Credit Commitment Percentage or Extended Revolving
Credit Commitment Percentage, as applicable, of any payment under such Letter
of Credit on the date required, as specified above, but no L/C Participant
shall be responsible for the failure of any other L/C Participant to make
available to the Administrative Agent such other L/C Participant’s Revolving
Credit Commitment Percentage or Extended Revolving Credit Commitment Percentage,
as applicable, of any such payment.


 


(d)  Whenever the Letter of Credit Issuer
receives a payment in respect of an unpaid reimbursement obligation as to which
the Administrative Agent has received for the account of the Letter of Credit
Issuer any payments from the L/C Participants pursuant to paragraph (c) above,
the Letter of Credit Issuer shall pay to the Administrative Agent and the
Administrative Agent shall promptly pay to each L/C Participant that has paid
its Revolving Credit Commitment Percentage or Extended Revolving Credit
Commitment Percentage, as applicable, of such reimbursement obligation, in
Dollars or the applicable Foreign Currency, as the case may be, and in
immediately available funds, an amount equal to such L/C Participant’s share
(based upon the proportionate aggregate amount originally funded by such L/C
Participant to the aggregate amount funded by all L/C Participants) of the
principal amount of such reimbursement obligation and interest thereon accruing
after the purchase of the respective L/C Participations.


 


(e)  The obligations of the L/C Participants to
make payments to the Administrative Agent for the account of the Letter of
Credit Issuer with respect to Letters


 


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of
Credit shall be irrevocable and not subject to counterclaim, set-off or other
defense or any other qualification or exception whatsoever and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances, including under any of the following circumstances:


 


(i)  any lack of validity or enforceability of
this Agreement or any of the other Credit Documents;


 


(ii)  the existence of any claim, set-off,
defense or other right that the US Borrower or the UK Borrower, as the case may
be, may have at any time against a beneficiary named in a Letter of Credit, any
transferee of any Letter of Credit (or any Person for whom any such transferee
may be acting), the Administrative Agent, the Letter of Credit Issuer, any
Lender or any other Person, whether in connection with this Agreement, any
Letter of Credit, the transactions contemplated herein or any unrelated
transactions (including any underlying transaction between the US Borrower or
the UK Borrower and the beneficiary named in any such Letter of Credit);


 


(iii)  any draft, certificate or any other
document presented under any Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect;


 


(iv)  the surrender or impairment of any
security for the performance or observance of any of the terms of any of the
Credit Documents; or


 


(v)  the occurrence of any Default or Event of
Default;


 


provided, however,
that no L/C Participant shall be obligated to pay to the Administrative Agent
for the account of the Letter of Credit Issuer its Revolving Credit Commitment
Percentage or Extended Revolving Credit Commitment Percentage, as applicable,
of any unreimbursed amount arising from any wrongful payment made by the Letter
of Credit Issuer under a Letter of Credit as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of the Letter
of Credit Issuer.


 


3.4.                              Agreement to Repay Letter of Credit Drawings.  (a)    The US Borrower or the UK Borrower, as the
case may be, hereby agrees to reimburse the Letter of Credit Issuer, by making
payment to the Administrative Agent in Dollars or in the applicable Foreign
Currency, as the case may be, in immediately available funds at the
Administrative Agent’s Office, for any payment or disbursement made by the
Letter of Credit Issuer under any Letter of Credit (each such amount (including
the Dollar Equivalent thereof) so paid until reimbursed, an “Unpaid Drawing”)
immediately after, and in any event on the date of, such payment, with interest
on the amount so paid or disbursed by the Letter of Credit Issuer, to the
extent not reimbursed prior to 5:00 p.m. (Local Time) on the date of such
payment or disbursement, from and including the date paid or disbursed to but
excluding the date the Letter of Credit Issuer is reimbursed therefor at a rate
per annum that shall at all times be the Applicable ABR Margin plus the
ABR as in effect from time to time; provided, that, notwithstanding anything
contained in this Agreement to the contrary, (i) unless the US Borrower or
the UK Borrower, as the


 


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case may be, shall have
notified the Administrative Agent and the Letter of Credit Issuer prior to 10:00 a.m.
(Local Time) on the date of such drawing that the US Borrower or the UK
Borrower, as the case may be, intends to reimburse the Letter of Credit Issuer
for the amount of such drawing with funds other than the proceeds of Loans, the
US Borrower or the UK Borrower, as the case may be, shall be deemed to have
given a Notice of Borrowing to the Administrative Agent requesting that the
Lenders make Dollar Revolving Credit Loans or Dollar Extended Revolving Credit
Loans, as applicable, (each of which shall initially be ABR Loans) or Foreign
Currency Revolving Credit Loans or Foreign Currency Extended Revolving Credit
Loans (each of which shall be Eurodollar Loans with an Interest Period of one
month denominated in Sterling or Euro), as the case may be, on the date on
which such drawing is honored in an amount equal to the amount of such drawing
and (ii) the Administrative Agent shall promptly notify each L/C
Participant of such drawing and the amount of its Revolving Credit Loan or
Extended Revolving Credit Loan, as applicable, to be made in respect thereof,
and (x) in respect of Dollar Letters of Credit, each L/C Participant shall
be irrevocably obligated to make a Dollar Revolving Credit Loan or a Dollar
Extended Revolving Credit Loan, as applicable, in each case that is an ABR Loan
to the US Borrower or the UK Borrower, as the case may be, in the amount of its
Revolving Credit Commitment Percentage or Extended Revolving Credit Commitment
Percentage, as applicable, of the applicable Unpaid Drawing by 12:00 noon
(Local Time) on such Business Day by making the amount of such Dollar Revolving
Credit Loan or Dollar Extended Revolving Credit Loan, as applicable, available
to the Administrative Agent at the Administrative Agent’s Office and
(y) in respect of Foreign Currency Letters of Credit, each L/C Participant
shall be irrevocably obligated to make a Foreign Currency Revolving Credit Loan
or a Foreign Currency Extended Revolving Credit Loan, as applicable, in each
case that is a Eurodollar Loan with an Interest Period of one month to the US
Borrower or the UK Borrower, as the case may be, denominated in Sterling or
Euro, as the case may be, in the amount of its Revolving Credit Commitment
Percentage or Extended Revolving Credit Commitment Percentage, as applicable,
of the applicable Unpaid Drawing by 12:00 noon (London time) on such Business
Day by making the amount of such Foreign Currency Revolving Credit Loan or
Foreign Currency Extended Revolving Credit Loan, as applicable, available to
the Administrative Agent at the Administrative Agent’s Office.  Such Dollar Revolving Credit Loans or Dollar
Extended Revolving Credit Loans, Foreign Currency Revolving Credit Loans or
Foreign Currency Extended Revolving Credit Loans, as the case may be, shall be
made without regard to the Minimum Borrowing Amount.  The Administrative Agent shall use the
proceeds of such Revolving Credit Loans or Extended Revolving Credit Loans, as
applicable, solely for the purpose of reimbursing the Letter of Credit Issuer
for the related Unpaid Drawing.


 


(b)  The US Borrower’s and the UK Borrower’s
obligations under this Section 3.4 to reimburse the Letter of Credit
Issuer with respect to Unpaid Drawings (including, in each case, interest
thereon) shall be absolute and unconditional under any and all circumstances
and irrespective of any set-off, counterclaim or defense to payment that the US
Borrower, the UK Borrower or any other Person may have or have had against the
Letter of Credit Issuer, the Administrative Agent or any Lender (including in
its capacity as an L/C Participant), including any defense based upon the
failure of any drawing under a Letter of Credit (each a “Drawing”) to
conform to the terms of the Letter


 


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of
Credit or any non-application or misapplication by the beneficiary of the
proceeds of such Drawing; provided, that the US Borrower or the UK
Borrower, as the case may be, shall not be obligated to reimburse the Letter of
Credit Issuer for any wrongful payment made by the Letter of Credit Issuer
under the Letter of Credit issued by it as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of the Letter
of Credit Issuer.


 


3.5.                              Increased Costs.  If after the Funding Date, the adoption of
any applicable law, rule or regulation, or any change therein, or any
change in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or actual compliance by the Letter of Credit Issuer or
any L/C Participant with any request or directive made or adopted after the
Funding Date (whether or not having the force of law), by any such authority,
central bank or comparable agency shall either (a) impose, modify or make
applicable any reserve, deposit, capital adequacy or similar requirement
against letters of credit issued by the Letter of Credit Issuer, or any L/C
Participant’s L/C Participation therein, or (b) impose on the Letter of
Credit Issuer or any L/C Participant any other conditions affecting its
obligations under this Agreement in respect of Letters of Credit or L/C
Participations therein or any Letter of Credit or such L/C Participant’s L/C
Participation therein, and the result of any of the foregoing is to increase
the cost to the Letter of Credit Issuer or such L/C Participant of issuing,
maintaining or participating in any Letter of Credit, or to reduce the amount
of any sum received or receivable by the Letter of Credit Issuer or such L/C
Participant hereunder (other than any such increase or reduction attributable
to taxes) in respect of Letters of Credit or L/C Participations therein, then,
promptly after receipt of written demand to the US Borrower or the UK Borrower,
as the case may be, by the Letter of Credit Issuer or such L/C Participant, as
the case may be, (a copy of which notice shall be sent by the Letter of Credit
Issuer or such L/C Participant to the Administrative Agent), the US Borrower or
the UK Borrower, as the case may be, shall pay to the Letter of Credit Issuer
or such L/C Participant such additional amount or amounts as will compensate
the Letter of Credit Issuer or such L/C Participant for such increased cost or
reduction, it being understood and agreed, however, that the Letter of Credit
Issuer or an L/C Participant shall not be entitled to such compensation as a
result of such Person’s compliance with, or pursuant to any request or
directive to comply with, any such law, rule or regulation as in effect on
the Funding Date.  A certificate
submitted to the US Borrower or the UK Borrower, as the case may be, by the
Letter of Credit Issuer or a L/C Participant, as the case may be, (a copy
of which certificate shall be sent by the Letter of Credit Issuer or such
L/C Participant to the Administrative Agent) setting forth in reasonable
detail the basis for the determination of such additional amount or amounts
necessary to compensate the Letter of Credit Issuer or such L/C Participant as
aforesaid shall be conclusive and binding on the US Borrower and the UK
Borrower absent clearly demonstrable error.


 


3.6.                              Successor Letter of Credit Issuer.  The Letter of Credit Issuer may resign as
Letter of Credit Issuer upon 60 days’ prior written notice to the
Administrative Agent, the Lenders and the US Borrower.  If the Letter of Credit Issuer shall resign
as Letter of Credit Issuer under this Agreement, then the US Borrower shall
appoint from among the Lenders with Extended Revolving Credit Commitments a
successor issuer of


 


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Letters of Credit,
whereupon such successor issuer shall succeed to the rights, powers and duties
of the Letter of Credit Issuer, and the term “Letter of Credit Issuer” shall
mean such successor issuer effective upon such appointment.  At the time such resignation shall become
effective, the US Borrower and the UK Borrower shall pay to the resigning
Letter of Credit Issuer all accrued and unpaid fees pursuant to Sections 4.1(d) and
(e).  The acceptance of any appointment
as the Letter of Credit Issuer hereunder by a successor Lender shall be
evidenced by an agreement entered into by such successor, in a form
satisfactory to the US Borrower and the Administrative Agent and, from and
after the effective date of such agreement, such successor Lender shall have
all the rights and obligations of the previous Letter of Credit Issuer under
this Agreement and the other Credit Documents. 
After the resignation of the Letter of Credit Issuer hereunder, the
resigning Letter of Credit Issuer shall remain a party hereto and shall
continue to have all the rights and obligations of a Letter of Credit Issuer
under this Agreement and the other Loan Documents with respect to Letters of
Credit issued by it prior to such resignation, but shall not be required to
issue additional Letters of Credit. 
After any retiring Letter of Credit Issuer’s resignation as Letter of
Credit Issuer, the provisions of this Agreement relating to the Letter of
Credit Issuer shall inure to its benefit as to any actions taken or omitted to
be taken by it (a) while it was Letter of Credit Issuer under this
Agreement or (b) at any time with respect to Letters of Credit issued by
such Letter of Credit Issuer.


 


3.7.                              Defaulting Lenders and Letters of Credit.  If any Letter of Credit Exposure exists at
the time a Lender becomes a Defaulting Lender, then:


 


(a)  all or any part of such Letter of Credit
Exposure shall be reallocated among the non-Defaulting Lenders in accordance
with their respective Extended Revolving Credit Commitment Percentage but only
to the extent (x) the sum of all non-Defaulting Lenders’ Extended
Revolving Credit Exposures plus such Defaulting Lender’s Letter of
Credit Exposure does not exceed the total of all non-Defaulting Lenders’
Extended Revolving Credit Commitments and (y) no Default or Event of
Default exists and is continuing;


 


(b)  if the reallocation described in clause (a) above
cannot, or can only partially, be effected, the US Borrower shall within one
Business Day following notice by the Administrative Agent cash collateralize
such Defaulting Lender’s Letter of Credit Exposure (after giving effect to any
partial reallocation pursuant to clause (a) above) in accordance with the
procedures set forth in Section 5.2(b) for so long as such Letter of
Credit Exposure is outstanding;


 


(c)  if the US Borrower cash collateralizes any
portion of such Defaulting Lender’s Letter of Credit Exposure pursuant to Section 3.7(b),
the US Borrower shall not be required to pay any fees to such Defaulting Lender
with respect to such Defaulting Lender’s Letter of Credit Exposure during the
period such Defaulting Lender’s Letter of Credit Exposure is cash
collateralized;


 


(d)  if the Letter of Credit Exposure of the
non-Defaulting Lenders is reallocated pursuant to Section 3.7(a), then the
fees payable to the Lenders pursuant to


 


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Sections
4.1(c) or (d) shall be adjusted in accordance with such
non-Defaulting Lenders’ Extended Revolving Credit Commitment Percentages; or


 


(e)  if any Defaulting Lender’s LC Exposure is
neither cash collateralized nor reallocated pursuant to Section 3.7(a),
then, without prejudice to any rights or remedies of the Letter of Credit
Issuer or any Lender hereunder, all facility fees that otherwise would have
been payable to such Defaulting Lender (solely with respect to the portion of
such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and
Letter of Credit Fees payable under Sections 4.1(c) or (d) with
respect to such Defaulting Lender’s Letter of Credit Exposure shall be payable
to the Letter of Credit Issuer until such Letter of Credit Exposure is cash
collateralized and/or reallocated.


 


So long as any Lender is a Defaulting Lender, the
Issuing Bank shall not be required to issue, amend or increase any Letter of
Credit, unless it is reasonably satisfied that the related exposure will be
100% covered by the Commitments of the non-Defaulting Lenders and/or cash
collateral will be provided by the Borrower in accordance with Section 3.7(c).


 


SECTION 4.                                Fees; Commitments


 


4.1.                              Fees.  (a)   
The US Borrower (on behalf of itself and the UK Borrower) agrees to pay
to the Administrative Agent in Dollars, for the account of each Lender having a
Revolving Credit Commitment (in each case pro  rata according to
the respective Revolving Credit Commitments of all such Lenders), a commitment
fee for each day from and including the Funding Date to but excluding the Final
Date.  Such commitment fee shall be
payable in arrears (i) on the last day of each March, June, September and
December (for the three-month period (or portion thereof) ended on such
day for which no payment has been received) and (ii) on the Final Date
(for the period ended on such date for which no payment has been received
pursuant to clause (i) above), and shall be computed for each day
during such period at a rate per annum equal to the Commitment Fee Rate in
effect on such day on the Available Commitments in effect on such day.  In addition, the US Borrower (on behalf of
itself and the UK Borrower) agrees to pay to the Administrative Agent in Euro,
for the account of each Lender having a Tranche A Term Loan Commitment (in each
case pro  rata according to the respective Tranche A Term Loan
Commitments of all such Lenders), a commitment fee for each day from and
including the Funding Date to but excluding the earlier of September 30,
2004 and the date of any Borrowing of Tranche A-1 Term Loans or Tranche A-2
Term Loans pursuant to Section 2.1(a)(iii).  Such commitment fee shall be payable in
arrears on the earlier of September 30, 2004 and the date of any Borrowing
of Tranche A-1 Term Loans or Tranche A-2 Term Loans pursuant to Section 2.1(a)(iii),
and shall be computed for each day during such period at a rate per annum equal
to 0.50% on the Available Tranche A Commitment in effect on such day.  Notwithstanding the foregoing, the US
Borrower shall not be obligated to pay any amounts to any Defaulting Lender
pursuant to this Section 4.1.


 


(b)  The US Borrower (on behalf of itself and
the UK Borrower) agrees to pay to the Administrative Agent in Dollars, for the
account of each Lender having an


 


96

















 


Extended
Revolving Credit Commitment (in each case pro
rata according to the respective Extended Revolving Credit Commitments of
all such Lenders), a commitment fee for each day from and including the
Restatement Date to but excluding the Final Extended Date.  Such commitment fee shall be payable in
arrears (i) on the last day of each March, June, September and December (for
the three-month period (or portion thereof) ended on such day for which no
payment has been received) and (ii) on the Final Extended Date (for the
period ended on such date for which no payment has been received pursuant to
clause (i) above), and shall be computed for each day during such period
at a rate per annum equal to the Extended Commitment Fee Rate on the Available
Extended Commitments in effect on such day. 
Notwithstanding the foregoing, the US Borrower shall not be obligated to
pay any amounts to any Defaulting Lender pursuant to this Section 4.1.


 


(c)  The US Borrower (on behalf of itself and
the UK Borrower) agrees to pay to the Administrative Agent in Dollars for the
account of the Lenders pro  rata on the basis of their respective
Letter of Credit Exposure, a fee in respect of each Letter of Credit (the “Letter
of Credit Fee”), for the period from and including the date of issuance of
such Letter of Credit to but excluding the termination date of such Letter of
Credit computed at the per annum rate for each day equal to the Applicable
Eurodollar Margin for Extended Revolving Credit Loans, or with respect to
Letters of Credit issued under the Revolving Credit Commitments, the Applicable
Eurodollar Margin for Revolving Credit Loans, in each case, minus 0.125%
per annum on the average daily Stated Amount of such Letter of Credit.  Such Letter of Credit Fees shall be due and
payable quarterly in arrears on the last day of each March, June, September and
December and on the date upon which the Total Extended Revolving Credit
Commitment terminates and the Letter of Credit Outstandings shall have been
reduced to zero.


 


(d)  The US Borrower (on behalf of itself and
the UK Borrower) agrees to pay to the Administrative Agent in Dollars for the
account of the Letter of Credit Issuer a fee in respect of each Letter of
Credit issued by it (the “Fronting Fee”), for the period from and
including the date of issuance of such Letter of Credit to but excluding the
termination date of such Letter of Credit, computed at the rate for each day
equal to 0.125% per annum on the average daily Stated Amount of such Letter of
Credit.  Such Fronting Fees shall be due
and payable quarterly in arrears on the last day of each March, June, September and
December and on the date upon which the Total Extended Revolving Credit
Commitment terminates and the Letter of Credit Outstandings shall have been
reduced to zero.


 


(e)  The US Borrower (on behalf of itself and
the UK Borrower) agrees to pay directly to the Letter of Credit Issuer in
Dollars upon each issuance of, drawing under, and/or amendment of, a Letter of
Credit issued by it such amount as the Letter of Credit Issuer and the US
Borrower shall have agreed upon for issuances of, drawings under or amendments
of, letters of credit issued by it.


 


4.2.                              Voluntary Reduction of Revolving Credit Commitments and Extended
Revolving Credit Commitments.  Upon at least one Business Day’s prior
written notice (or telephonic notice promptly confirmed in writing) to the
Administrative


 


97

















 


Agent at the
Administrative Agent’s Office (which notice the Administrative Agent shall
promptly transmit to each of the Lenders), the US Borrower (on behalf of itself
and the UK Borrower) shall have the right, without premium or penalty, on any
day, permanently to terminate or reduce (i) the Revolving Credit
Commitments and/or the Foreign Currency Revolving Commitments in whole or in
part; provided, that (a) any such reduction shall apply
proportionately and permanently to reduce the Revolving Credit Commitment or
the Foreign Currency Revolving Commitment, as the case may be, of each of the
Lenders, (b) any partial reduction pursuant to this Section 4.2 shall
be in the amount of at least the Dollar Equivalent of $1,000,000 and in
integral multiples of the Dollar Equivalent of $100,000 and (c) after
giving effect to such termination or reduction and to any prepayments of the
Loans made on the date thereof in accordance with this Agreement, the aggregate
amount of the Lenders’ Revolving Credit Exposures shall not exceed the Total
Revolving Credit Commitment or (ii) the Extended Revolving Credit
Commitments and/or the Foreign Currency Extended Revolving Commitments in whole
or in part; provided, that (a) any such reduction shall apply
proportionately and permanently to reduce the Extended Revolving Credit
Commitment or the Foreign Currency Extended Revolving Commitment, as the case
may be, of each of the Lenders, (b) any partial reduction pursuant to this
Section 4.2 shall be in the amount of at least the Dollar Equivalent of
$1,000,000 and in integral multiples of the Dollar Equivalent of $100,000 and
(c) after giving effect to such termination or reduction and to any
prepayments of the Loans made on the date thereof in accordance with this
Agreement, the aggregate amount of the Lenders’ Extended Revolving Credit
Exposures shall not exceed the Total Extended Revolving Credit Commitment.


 


4.3.                              Mandatory Termination of Commitments.  (a)   
€167,630,542.28 of the Tranche A Term Loan Commitments shall terminate
at 5:00 p.m. (New York time) on the Funding Date.  €41,907,635.58 of the Tranche A Term Loan
Commitments shall terminate at 5:00 p.m. (New York time) on September 30,
2004. All of the Tranche E Term Loan Commitments shall terminate at 5:00 p.m.
(New York time) on the Third Amendment Effective Date.  All of the Tranche G Term Loan Commitments
shall terminate at 5:00 p.m. (New York time) on the Fourth Amendment
Effective Date.  All of the Tranche H
Term Loan Commitments shall terminate at 5:00 p.m. (New York time) on the
Restatement Date.  All of the Tranche I
Term Loan Commitments shall terminate at 5:00 p.m. (New York time) on the
Restatement Date.


 


(b)  The Total Revolving Credit Commitment,
including the Total Foreign Currency Revolving Commitment, shall terminate at
5:00 p.m. (New York time) on the Revolving Credit Maturity Date.


 


(c)  The Total Extended Revolving Credit
Commitment, including the Total Foreign Currency Extended Revolving Commitment,
shall terminate at 5:00 p.m. (New York time) on the Extended
Revolving Credit Maturity Date.


 


(d)  The Swingline Commitment shall terminate
at 5:00 p.m. (New York time) on the Swingline Maturity Date.


 


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(e)  In the event, that the US Borrower or the
UK Borrower incur any Revolver Refinancing Indebtedness or Incremental
Refinancing Revolving Credit Commitments, the portion of the Revolving Credit
Commitments or Extended Revolving Credit Commitments, as applicable,
permanently refinanced with such Revolver Refinancing Indebtedness or such
Incremental Refinancing Revolving Credit Commitments shall be reduced by the
amount of the new Revolver Refinancing Indebtedness or the new Incremental
Refinancing Revolving Credit Commitments.


 


SECTION 5.                                Payments


 


5.1.                              Voluntary Prepayments.  The US Borrower and the UK Borrower shall
have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving
Credit Loans and Swingline Loans, without premium or penalty, in whole or in
part from time to time on the following terms and conditions: (a) the US
Borrower (on its own behalf and on behalf of the UK Borrower) shall give the
Administrative Agent at the Administrative Agent’s Office (or, in the case of a
Swingline Loan, the Swingline Lender) written notice (or telephonic notice
promptly confirmed in writing) of its intent to make such prepayment, the
amount of such prepayment and (in the case of Eurodollar Term Loans, Eurodollar
Revolving Credit Loans and Eurodollar Extended Revolving Credit Loans) the
specific Borrowing(s) pursuant to which such prepayment shall be applied,
which notice shall be given by the US Borrower no later than (i) in the
case of Term Loans, Revolving Credit Loans or Extended Revolving Credit Loans,
10:00 a.m. (Local Time) one Business Day prior to, or (ii) in the
case of Swingline Loans, 10:00 a.m. (Local Time) on, the date of such
prepayment and shall promptly be transmitted by the Administrative Agent to
each of the Lenders or the Swingline Lender, as the case may be; (b) each
partial prepayment of any Borrowing of Term Loans, Revolving Credit Loans or
Extended Revolving Credit Loans shall be in a multiple of the Dollar Equivalent
of $100,000 and in an aggregate principal amount of the Dollar Equivalent of at
least $1,000,000 and each partial prepayment of Swingline Loans shall be in a
multiple of the Dollar Equivalent of $100,000 and in an aggregate principal
amount of at least the Dollar Equivalent of $100,000; provided, that no
partial prepayment of Eurodollar Term Loans, Eurodollar Revolving Credit Loans
or Eurodollar Extended Revolving Credit Loans made pursuant to a single
Borrowing shall reduce the outstanding Eurodollar Term Loans, Eurodollar
Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans made
pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount
for Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar
Extended Revolving Credit Loans; and (c) any prepayment of Eurodollar Term
Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving
Credit Loans pursuant to this Section 5.1 on any day other than the last
day of an Interest Period applicable thereto shall be subject to compliance by
the US Borrower or the UK Borrower, as the case may be, with the applicable
provisions of Section 2.11.  Each
prepayment in respect of any tranche of Term Loans pursuant to this
Section 5.1 shall be (a) applied to Tranche A-1 Term Loans,
Tranche A-2 Term Loans, Tranche E Term Loans, Tranche G Term Loans, Tranche H
Term Loans or Tranche I Term Loans in such manner as the US Borrower (on its
own behalf and on behalf of the UK Borrower) may determine and (b) applied
to reduce Tranche A-1 Repayment Amounts, Tranche A-2 Repayment Amounts,
Tranche E Repayment Amounts, Tranche G Repayment Amounts,


 


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Tranche H Repayment
Amounts or Tranche I Repayment Amounts in such order as the US Borrower (on its
own behalf and on behalf of the UK Borrower) may determine; provided, however,
that any prepayment pursuant to this Section 5.1 made prior to July 30,
2011 in respect of (i) Tranche E Term Loans or Tranche H Term Loans shall
be applied on a pro  rata basis collectively to both such tranches
and (ii) Tranche G Term Loans or Tranche I Term Loans shall be applied on
a pro  rata basis collectively to both such tranches; provided
further, that with respect to any prepayment of Term Loans pursuant to
this Section 5.1 made with the Net Cash Proceeds from any incurrence of
Indebtedness pursuant to clause (ii) of Section 10.1(n) which
are not required to be applied in accordance with Section 5.2, the US
Borrower (on its own behalf and on the behalf of the UK Borrower) may apply
such proceeds, at its election, to the Tranche A-1 Term Loans, the Tranche A-2
Term Loans, the Tranche E Term Loans and/or the Tranche G Term Loans in such
manner as it may determine and, following the repayment of the Tranche A-1 Term
Loans, the Tranche A-2 Term Loans, the Tranche E Term Loans and the Tranche G
Term Loans in full, in such manner as it may determine.  At the US Borrower’s election (on its own
behalf and on behalf of the UK Borrower) in connection with any prepayment
pursuant to this Section 5.1, such prepayment shall not be applied to any
Term Loan, Revolving Credit Loan or Extended Revolving Credit Loan of a
Defaulting Lender.  All voluntary
prepayments of all but not less than all of the Tranche H Term Loans and/or the
Tranche I Term Loans effected on or prior to the first anniversary of the
Restatement Date with the proceeds of a substantially concurrent issuance or
incurrence of new bank loans which (x) are incurred for the primary
purpose of refinancing the Tranche H Term Loans or Tranche I Term Loans, as the
case may be, and decreasing the Applicable ABR Margin or Applicable Eurodollar
Margin with respect thereto, (y) otherwise have terms and conditions (and
are in an aggregate principal amount) substantially the same as those of the
Tranche H Term Loans or Tranche I Term Loans, as the case may be, as in effect
prior to the prepayment thereof and (z) are not otherwise in connection
with a transaction and any transactions related thereto not permitted by this
Agreement (as determined prior to giving effect to any amendment or waiver of
this Agreement being adopted in connection with such transaction and related
transactions), shall be accompanied by a prepayment fee equal to 1.00% of the
aggregate principal amount of such prepayment.


 


5.2.                              Mandatory Prepayments.  (a)    Term Loan Prepayments.  (i) 
On each occasion that a Prepayment Event occurs, the US Borrower and the UK
Borrower shall, within five Business Days after the occurrence of such
Prepayment Event, offer to prepay, in accordance with paragraph (c) below,
the principal amount of Term Loans in an amount equal to 100% of the Net Cash
Proceeds from such Prepayment Event; provided that if such Prepayment
Event is a Debt Incurrence Prepayment Event arising pursuant to clause (ii) of
Section 10.1(n), a prepayment pursuant to this Section 5.2(a)(i) shall
only be required from and after such time as there is $250,000,000 of
Indebtedness outstanding under such clause and such prepayment shall be in an
amount equal to 50% of the Net Cash Proceeds from such Prepayment Event.  For avoidance of doubt, no prepayment shall
be required pursuant to this Section 5.2(a)(i) for any Prepayment
Events that have occurred prior to the Fourth Amendment Effectiveness Date.


 


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(ii)  Not later than the date that is six
months after the last day of any fiscal year (commencing with the fiscal year
ending December 31, 2004), if the Consolidated Total Debt to Consolidated
EBITDA Ratio as of the end of such fiscal year is greater than or equal to 3.50
to 1.00, the US Borrower and the UK Borrower shall offer to prepay, in
accordance with paragraph (c) below, the principal of Term Loans in
an amount equal to (w) 50% of Excess Cash Flow for such fiscal year, minus
(x) the amount of any such Excess Cash Flow that the US Borrower has,
after the end of such fiscal year and prior to such date, reinvested in the
business of the US Borrower or any of its Subsidiaries (subject to
Section 9.14), minus (y) the principal amount of Term Loans
voluntarily prepaid pursuant to Section 5.1 during such fiscal year and minus
(z) an amount equal to $10,000,000 for such fiscal year.


 


(b)  Aggregate Revolving Credit Outstandings
and Aggregate Extended Revolving Credit Outstandings.  If on any date the aggregate amount of the
Lenders’ Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate
Revolving Credit Outstandings”) exceeds 103% of the Total Revolving Credit
Commitment as then in effect or the aggregate amount of the Lenders’ Extended
Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate
Extended Revolving Credit Outstandings”) exceeds 103% of the Total Extended
Revolving Credit Commitment as then in effect, the US Borrower and/or the UK
Borrower, as the case may be, shall forthwith repay on such date the principal
amount of Swingline Loans and, after all Swingline Loans have been paid in
full, Revolving Credit Loans or Extended Revolving Credit Loans, as applicable,
in an amount equal to such excess.  If,
after giving effect to the prepayment of all outstanding Swingline Loans and
Revolving Credit Loans or Extended Revolving Credit Loans, as applicable, the
Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit
Commitment then in effect or the Aggregate Extended Revolving Credit
Outstandings exceed the Total Extended Revolving Credit Commitment then in
effect, as applicable, the US Borrower and/or the UK Borrower, as the case may
be, shall pay to the Administrative Agent an amount in cash equal to such
excess and the Administrative Agent shall hold such payment for the benefit of
the Lenders as security for the obligations of the US Borrower and the UK
Borrower hereunder (including obligations in respect of Letter of Credit
Outstandings) pursuant to a cash collateral agreement to be entered into in
form and substance satisfactory to the Administrative Agent (which shall permit
certain investments in Permitted Investments satisfactory to the Administrative
Agent, until the proceeds are applied to the secured obligations).


 


(c)  Application to Repayment Amounts.  Each prepayment of Term Loans required by
Section 5.2(a) shall (unless otherwise indicated below) be initially
allocated pro  rata among the Tranche A-1 Term Loans, the
Tranche A-2 Term Loans, the Tranche E Term Loans, the Tranche G Term Loans, the
Tranche H Term Loans and the Tranche I Term Loans and each such prepayment of
Term Loans (including those prepayments described below) shall be applied to
reduce the applicable Repayment Amounts in such order as the US Borrower (on
its own behalf and on behalf of the UK Borrower) may determine up to an amount
equal to the aggregate amount of the applicable Repayment Amounts required to
be made by the US Borrower or the UK Borrower pursuant to Section 2.5(b)(i),
(ii), (iii), (iv), (v) or (vi), as the case may be, during the two year
period


 


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immediately
following the date of the prepayment (such amount being, the “Amortization
Amount”); provided, that to the extent that the amount of the
prepayment exceeds the Amortization Amount, such excess shall be applied
ratably to reduce the then remaining Repayment Amounts under such Term
Facility; provided  further, that, notwithstanding anything to the
contrary contained herein, with respect to any prepayment of Term Loans
required by Section 5.2(a) that results from a Debt Incurrence
Prepayment Event in respect of any incurrence of Incremental Refinancing Term
Loans pursuant to Section 2.15, any incurrence of Indebtedness pursuant to
clause (ii) of Section 10.1(n) and any incurrence of
Indebtedness pursuant to Section 10.1(q), such prepayment shall be
initially allocated pro  rata among the Tranche A-1 Term Loans,
the Tranche A-2 Term Loans, the Tranche E Term Loans and the Tranche G Term
Loans until such time as all such Term Loans have been repaid in full and,
other than with respect to a Debt Incurrence Prepayment Event in respect of any
incurrence of Indebtedness pursuant to Section 10.1(q), thereafter, pro
rata among the remaining Term Loans. 
With respect to each such prepayment, (i) the US Borrower (on its
own behalf and on behalf of the UK Borrower) will, not later than the date
specified in Section 5.2(a) for offering to make such prepayment,
give the Administrative Agent telephonic notice (promptly confirmed in writing)
requesting that the Administrative Agent provide notice of such prepayment to
each Term Loan Lender, (ii) each Tranche E Term Loan Lender, each Tranche
G Term Loan Lender, each Tranche H Term Loan Lender and each Tranche I Term
Loan Lender will have the right to refuse any such prepayment by giving written
notice of such refusal to the Administrative Agent within fifteen Business Days
after such Lender’s receipt of notice from the Administrative Agent of such
prepayment (and the US Borrower and the UK Borrower shall not prepay any such
Tranche E Term Loans, Tranche G Term Loan, Tranche H Term Loans and Tranche I
Term Loans until the date that is specified in the immediately following
clause), (iii) the US Borrower and the UK Borrower will make all such
prepayments not so refused upon the earlier of (x) such fifteenth Business
Day and (y) such time as the Administrative Agent has received notice from
each Lender that it consents to or refuses such prepayment and (iv) any
prepayment so refused may be retained by the US Borrower or the UK Borrower, as
the case may be; provided, that any prepayment so refused that relates
to Net Cash Proceeds from a Debt Incurrence Prepayment Event in respect of the
issuance of Permitted Additional Subordinated Notes shall be allocated pro
rata to the then outstanding Tranche A-1 Term Loans and Tranche A-2
Term Loans and shall be applied as set forth above in this paragraph (c).


 


(d)  Application to Term Loans.  With
respect to each prepayment of Term Loans required by Section 5.2(a), the
US Borrower (on its own behalf and on behalf of the UK Borrower) may, subject
to Section 5.2(c), designate the Types of Loans that are to be prepaid and
the specific Borrowing(s) pursuant to which made; provided, that
(i) Eurodollar Term Loans may be designated for prepayment pursuant to
this Section 5.2 only on the last day of an Interest Period applicable
thereto unless all Eurodollar Term Loans with Interest Periods ending on such
date of required prepayment and all Term Loans that are ABR Loans have been
paid in full; (ii) if any prepayment of Eurodollar Term Loans made
pursuant to a single Borrowing shall reduce the outstanding Term Loans made
pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount
for Eurodollar Term Loans, such Borrowing shall immediately be converted into
ABR Loans; and (iii) in the case of a prepayment of Tranche E Term Loans
or Tranche G


 


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Term
Loans required by Section 5.2(a), the prepayment amount shall be applied
on a pro  rata basis to the then outstanding Loans of the
applicable Class, regardless of Type and, in the case of Eurodollar Term Loans
of the applicable Class, the Interest Period therefor.  In the absence of a designation by the US
Borrower as described in the preceding sentence, the Administrative Agent
shall, subject to the above, make such designation in its reasonable discretion
with a view, but no obligation, to minimize breakage costs owing under
Section 2.11.


 


(e)  Application to Revolving Credit Loans
and Extended Revolving Credit Loans. 
With respect to each prepayment of Revolving Credit Loans or Extended
Revolving Credit Loans elected by the US Borrower pursuant to Section 5.1
or required by Section 5.2(b), the US Borrower (on its own behalf and on
behalf of the UK Borrower) may designate (i) the Types of Loans that are
to be prepaid and the specific Borrowing(s) pursuant to which made and
(ii) the Dollar Revolving Credit Loans, Foreign Currency Revolving Credit
Loans, Dollar Extended Revolving Credit Loans or Foreign Currency Extended
Revolving Credit Loans to be prepaid; provided, that (w) Eurodollar
Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans may be
designated for prepayment pursuant to this Section 5.2 only on the last
day of an Interest Period applicable thereto unless all Eurodollar Revolving
Credit Loans or all Eurodollar Extended Revolving Credit Loans, as applicable,
with Interest Periods ending on such date of required prepayment and all ABR
Loans have been paid in full; (x) if any prepayment by the US Borrower of
Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans
made pursuant to a single Borrowing shall reduce the outstanding Dollar
Equivalent of the Revolving Credit Loans or Extended Revolving Credit Loans, as
applicable, made pursuant to such Borrowing to an amount less than the Minimum
Borrowing Amount for Eurodollar Revolving Credit Loans or Eurodollar Extended
Revolving Credit Loans, as applicable, such Borrowing shall immediately be
converted into ABR Loans; (y) each prepayment of any Loans made pursuant
to a Borrowing shall be applied pro  rata among such Loans; and
(z) notwithstanding the provisions of the preceding clause (y), no
prepayment made pursuant to Section 5.2(a) or Section 5.2(b) of
Revolving Credit Loans or Extended Revolving Credit Loans shall be applied to
the Revolving Credit Loans or Extended Revolving Credit Loans of any Defaulting
Lender.  In the absence of a designation
by the US Borrower as described in the preceding sentence, the Administrative
Agent shall, subject to the above, make such designation in its reasonable
discretion with a view, but no obligation, to minimize breakage costs owing under
Section 2.11.


 


(f)  Eurodollar Interest Periods.  In lieu of making any payment pursuant to
this Section 5.2 in respect of any Eurodollar Loan other than on the last
day of the Interest Period therefor so long as no Default or Event of Default
shall have occurred and be continuing, the US Borrower or the UK Borrower, as
the case may be, at its option may deposit with the Administrative Agent an
amount equal to the amount of the Eurodollar Loan to be prepaid and such
Eurodollar Loan shall be repaid on the last day of the Interest Period therefor
in the required amount.  Such deposit
shall be held by the Administrative Agent in a corporate time deposit account
established on terms reasonably satisfactory to the Administrative Agent,
earning interest at the then-customary rate for accounts of such type.  Such deposit shall constitute cash collateral
for the Obligations;


 


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provided, that the US Borrower or the UK Borrower, as the
case may be, may at any time direct that such deposit be applied to make the
applicable payment required pursuant to this Section 5.2.


 


(g)  Minimum Amount.  No prepayment shall be required pursuant to
Section 5.2(a)(i) unless and until the amount at any time of Net Cash
Proceeds from Prepayment Events required to be applied at or prior to such time
pursuant to such Section and not yet applied at or prior to such time to
prepay Term Loans pursuant to such Section exceeds the Dollar Equivalent
of $15,000,000 in the aggregate.


 


(h)  Foreign Asset Sales.  Notwithstanding any other provisions of this
Section 5.2, (i) to the extent that any of or all the Net Cash
Proceeds of any asset sale by a Restricted Foreign Subsidiary giving rise to an
Asset Sale Prepayment Event (a “Foreign Asset Sale”) are prohibited or
delayed by applicable local law from being repatriated to the United States or
the United Kingdom, the portion of such Net Cash Proceeds so affected will not
be required to be applied to repay Term Loans at the times provided in this Section 5.2
but may be retained by the applicable Restricted Foreign Subsidiary so long,
but only so long, as the applicable local law will not permit repatriation to
the United States or the United Kingdom (the US Borrower and the UK
Borrower hereby agreeing to cause the applicable Restricted Foreign Subsidiary
to promptly take all actions required by the applicable local law to permit
such repatriation), and once such repatriation of any of such affected Net Cash
Proceeds is permitted under the applicable local law, such repatriation will be
immediately effected and such repatriated Net Cash Proceeds will be promptly
(and in any event not later than two Business Days after such
repatriation) applied (net of additional taxes payable or reserved against as a
result thereof) to the repayment of the Term Loans pursuant to this
Section 5.2 and (ii) to the extent that the US Borrower (on its own
behalf and on behalf of the UK Borrower) has determined in good faith that
repatriation of any of or all the Net Cash Proceeds of any Foreign Asset Sale
would have a material adverse tax cost consequence with respect to such Net
Cash Proceeds, the Net Cash Proceeds so affected may be retained by the
applicable Restricted Foreign Subsidiary; provided, that, in the case of
this clause (ii), on or before the date on which any Net Cash Proceeds so
retained would otherwise have been required to be applied to reinvestments or
prepayments pursuant to Section 5.2(a), (x) the US Borrower or the UK
Borrower, as the case may be, applies an amount equal to such Net Cash Proceeds
to such reinvestments or prepayments as if such Net Cash Proceeds had been
received by the US Borrower or the UK Borrower, as the case may be, rather than
such Restricted Foreign Subsidiary, less the amount of additional taxes that
would have been payable or reserved against if such Net Cash Proceeds had been
repatriated (or, if less, the Net Cash Proceeds that would be calculated if
received by such Foreign Subsidiary) or (y) such Net Cash Proceeds are applied
to the repayment of Indebtedness of a Restricted Foreign Subsidiary.


 


5.3.                              Method and Place of Payment.  (a)   
Except as otherwise specifically provided herein, all payments under
this Agreement shall be made by the US Borrower or the UK Borrower, without set-off,
counterclaim or deduction of any kind, to the Administrative Agent for the
ratable account of the Lenders entitled thereto, the Letter of Credit Issuer or
the Swingline Lender, as the case may be, not later than


 


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12:00 Noon (Local
Time) on the date when due and shall be made (i) in the case of amounts
payable in Dollars, in immediately available funds at the Administrative Agent’s
Office and (ii) in the case of amounts payable in a Foreign Currency, in
immediately available funds at the Administrative Agent’s Office or at such
other office as the Administrative Agent shall specify for such purpose by
notice to the Borrower, it being understood that written or facsimile notice by
the US Borrower or the UK Borrower, as the case may be, to the Administrative
Agent to make a payment from the funds in the US Borrower’s or the UK Borrower’s,
as the case may be, account at the Administrative Agent’s Office shall
constitute the making of such payment to the extent of such funds held in such
account.  All payments under each Credit
Document (whether of principal, interest or otherwise) shall be made
(i) in the case of the principal of and interest on each Loan, in the
currency in which such Loan is denominated, (ii) in the case of
reimbursement obligations in respect of Letters of Credit, in the currency in
which such Letter of Credit is denominated, (iii) in the case of any
indemnification or expense reimbursement payment, in Dollars or Euro, as requested
by the Person entitled to receive such payment, or (iv) in all other
cases, in Dollars, in each case except as otherwise expressly provided
herein.  The Administrative Agent will
thereafter cause to be distributed on the same day (if payment was actually received
by the Administrative Agent prior to 2:00 p.m. (Local Time) on such day)
like funds relating to the payment of principal or interest or Fees ratably to
the Lenders entitled thereto.


 


(b)  Any payments under this Agreement that are
made later than 2:00 p.m. (Local Time) shall be deemed to have been made
on the next succeeding Business Day at the Administrative Agent’s
discretion.  Whenever any payment to be
made hereunder shall be stated to be due on a day that is not a Business Day,
the due date thereof shall be extended to the next succeeding Business Day and,
with respect to payments of principal, interest shall be payable during such
extension at the applicable rate in effect immediately prior to such extension.


 


5.4.                              Net Payments.  (a)   
All payments made by the US Borrower and the UK Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any current or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding (i) net income taxes and franchise taxes (imposed in
lieu of net income taxes) imposed on the Administrative Agent or any Lender and
(ii) any taxes imposed on the Administrative Agent or any Lender as a
result of a current or former connection between the Administrative Agent or
such Lender and the jurisdiction of the Governmental Authority imposing such
tax or any political subdivision or taxing authority thereof or therein (other
than any such connection arising solely from the Administrative Agent or such
Lender having executed, delivered or performed its obligations or received a
payment under, or enforced, this Agreement).  If any such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded
Taxes”) are required to be withheld from any amounts payable to the
Administrative Agent or any Lender hereunder, the amounts so payable to the
Administrative Agent or such Lender shall be increased to the extent necessary
to yield to the Administrative Agent or such Lender (after payment of all
Non-Excluded Taxes)


 


105

















 


interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement; provided, however, that the US Borrower shall not be
required to increase any such amounts payable to any Lender that is not
organized under the laws of the United States of America or a state thereof (a “Non-U.S.
Lender”) if such Lender fails to comply with the requirements of paragraph (b) of
this Section 5.4.  Whenever any
Non-Excluded Taxes are payable by the US Borrower or the UK Borrower, as the
case may be, as promptly as possible thereafter such US Borrower or UK Borrower
shall send to the Administrative Agent for its own account or for the account
of such Lender, as the case may be, a certified copy of an original official
receipt (or other evidence acceptable to such Lender, acting reasonably)
received by such US Borrower or the UK Borrower showing payment thereof.  In addition, if the US Borrower or the UK
Borrower, as the case may be, fails to pay any Non-Excluded Taxes when due to
the appropriate taxing authority or fails to remit to the Administrative Agent
the required receipts or other required documentary evidence, the US Borrower
or the UK Borrower, as the case may be, shall indemnify the Administrative
Agent and the Lenders for any incremental taxes, interest, costs or penalties
that may become payable by the Administrative Agent or any Lender as a result
of any such failure.  The agreements in
this Section 5.4(a) shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.


 


(b)  Each Non-U.S. Lender shall:


 


(i)  deliver to the US Borrower and the
Administrative Agent two copies of either (x) in the case of Non-U.S.
Lender claiming exemption from U.S. Federal withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of
“portfolio interest”, United States Internal Revenue Service Form W-8BEN
(together with a certificate representing that such Non-U.S. Lender is not a
bank for purposes of Section 881(c) of the Code, is not a 10-percent
shareholder (within the meaning of Section 871(h)(3)(B) of the Code)
of the US Borrower and is not a controlled foreign corporation related to the
US Borrower (within the meaning of Section 864(d)(4) of the Code)),
or (y) Internal Revenue Service Form W-8BEN or Form W-8ECI, in
each case properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or reduced rate of, U.S. Federal withholding tax on
payments by the US Borrower under this Agreement;


 


(ii)  deliver to the US Borrower and the
Administrative Agent two further copies of any such form or certification (or
any applicable successor form) on or before the date that any such form or
certification expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recent form previously delivered by it to the US
Borrower; and


 


(iii)  obtain such extensions of time for
filing and complete such forms or certifications as may reasonably be requested
by the US Borrower or the Administrative Agent;


 


unless in any such case any change in treaty, law or
regulation has occurred prior to the date on which any such delivery would
otherwise be required that renders any such form


 


106

















 


inapplicable or would prevent such Lender from duly
completing and delivering any such form with respect to it and such Lender so
advises the US Borrower and the Administrative Agent.  Each Person that shall become a Participant
pursuant to Section 14.6 or a Lender pursuant to Section 14.6 shall,
upon the effectiveness of the related transfer, be required to provide all the
forms and statements required pursuant to this Section 5.4(b); provided,
that in the case of a Participant such Participant shall furnish all such required
forms and statements to the Lender from which the related participation shall
have been purchased.  Notwithstanding
anything to the contrary, no Lender or Participant shall be required to deliver
any form or certification that it is not legally able to deliver.


 


(c)  The US Borrower shall not be required to
indemnify any Non-U.S. Lender, or to pay any additional amounts to any Non-U.S.
Lender, in respect of U.S. Federal withholding tax pursuant to paragraph (a) above
to the extent that (i) the obligation to withhold amounts with respect to
U.S. Federal withholding tax existed on the date such Non-U.S. Lender became a
party to this Agreement (or, in the case of a Participant that is not organized
under the laws of the United States of America or a state thereof (a “Non-U.S.
Participant”), on the date such Non-U.S. Participant became a Participant
hereunder); provided, however, that this clause (i) shall
not apply to the extent that (x) the indemnity payments or additional
amounts any Lender (or Participant) would be entitled to receive (without
regard to this clause (i)) do not exceed the indemnity payment or
additional amounts that the person making the assignment, participation or
transfer to such Lender (or Participant) would have been entitled to receive in
the absence of such assignment, participation or transfer, or (y) such
assignment, participation or transfer had been requested by the US Borrower or
the UK Borrower, (ii) the obligation to pay such additional amounts would
not have arisen but for a failure by such Non U.S. Lender or Non U.S.
Participant to comply with the provisions of paragraph (b) above or
(iii) any of the representations or certifications made by a Non-U.S.
Lender or Non-U.S. Participant pursuant to paragraph (b) above are incorrect
at the time a payment hereunder is made, other than by reason of any change in
treaty, law or regulation having effect after the date such representations or
certifications were made.


 


(d)  Where a Lender is not, or has ceased to
be, an Eligible Lender on the due date for payment of any sum under this
Agreement, the increased amount due under Section 5.4(a) hereof shall
be limited to the amount the UK Borrower would have had to pay if:


 


(i)  where that Lender had been a UK Lender
before ceasing to be an Eligible Lender, the Lender had remained a UK Lender;


 


(ii)  where that Lender had been a Treaty
Lender before ceasing to be an Eligible Lender, the Lender had remained a
Treaty Lender and an appropriate direction had been given by the United Kingdom
Inland Revenue authorizing the UK Borrower to make payment with deduction of
tax at a reduced rate in accordance with the provisions of the relevant double
taxation agreement; or


 


107

















 


(iii)  where that Lender had not been a
Eligible Lender, the Lender had been a UK Lender;


 


this Section 5.4(d) shall not apply to the
extent that the UK Borrower would have been required to make a deduction or
withholding on account of tax regardless of whether such Lender is an Eligible
Lender.


 


This Section 5.4(d) shall not apply in
circumstances where a Lender ceases to be an Eligible Lender due to a change in
the Requirement of Law or double taxation treaty or in its application or
interpretation, in each case taking effect after the Funding Date.


 


(e)  If the US Borrower or the UK Borrower
determines in good faith that a reasonable basis exists for contesting any
taxes for which indemnification has been demanded hereunder, the relevant
Lender or the Administrative Agent, as applicable, shall cooperate with such US
Borrower or UK Borrower in challenging such taxes at such US Borrower’s or UK
Borrower’s expense if so requested by such US Borrower or UK Borrower.  If any Lender or the Administrative Agent, as
applicable, receives a refund of a tax for which a payment has been made by the
US Borrower or the UK Borrower pursuant to this Agreement, which refund in the
good faith judgment of such Lender or Administrative Agent, as the case may be,
is attributable to such payment made by such US Borrower or UK Borrower, then
the Lender or the Administrative Agent, as the case may be, shall reimburse
such US Borrower or UK Borrower for such amount (together with any interest
received thereon) as the Lender or Administrative Agent, as the case may be,
determines to be the proportion of the refund as will leave it, after such
reimbursement, in no better or worse position than it would have been in if the
payment had not been required.  A Lender
or Administrative Agent shall claim any refund that it determines is available
to it, unless it concludes in its reasonable discretion that it would be
adversely affected by making such a claim. 
Neither any Lender nor the Administrative Agent shall be obliged to disclose
any information regarding its tax affairs or computations to the US Borrower or
the UK Borrower in connection with this paragraph (e) or any other
provision of this Section 5.4.


 


(f)  Each Lender represents and agrees that, on
the Funding Date and at all times during the term of this Agreement, it is not
and will not be a conduit entity participating in a conduit financing
arrangement (as defined in Section 7701(1) of the Code and the
regulations thereunder) with respect to the Borrowings hereunder unless the US
Borrower has consented to such arrangement prior thereto.


 


5.5.                              Computations of Interest and Fees.  (a)   
Interest on Eurodollar Loans and, except as provided in the next
succeeding sentence, ABR Loans shall be calculated on the basis of a 360-day
year for the actual days elapsed.  Interest
on (i) Foreign Currency Revolving Credit Loans and Foreign Currency
Extended Revolving Credit Loans denominated in Sterling and (ii) ABR Loans
in respect of which the rate of interest is calculated on the basis of the
Prime Rate and interest on overdue interest shall be calculated on the basis of
a 365- (or 366-, as the case may be) day year for the actual days elapsed.


 


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(b)  Fees and Letter of Credit Outstanding
shall be calculated on the basis of a 365- (or 366-, as the case may be) day
year for the actual days elapsed.


 


SECTION 6.                                Conditions Precedent to
Initial Borrowing


 


Subject to Section 7.3 and, in the case of Sections
6.1(e) to 6.1(w) inclusive, Sections 6.2(b) to 6.2(h) inclusive,
Sections 6.2(k) and 6.2 (l) and Sections 6.3(c) to 6.3 (k) inclusive
(unless, in the case of Section 6.3(c), the UK Borrower shall be a
borrower hereunder on the Funding Date) and Sections 6.6 to 6.8 inclusive (in
each case, to the extent they relate to the UK Borrower (unless the UK Borrower
shall be a borrower hereunder on the Funding Date) and/or any Foreign
Subsidiary Guarantor), subject to Section 9.18 (but only to the extent set
forth on Schedule 9.18), the earlier of the initial Borrowing and the initial
issuance of any Letter of Credit under this Agreement is subject to the
satisfaction of the following conditions precedent:


 


6.1.                              Credit Documents.  The Administrative Agent shall have received
each of the following:


 


(a)  this Agreement, executed and delivered by
a duly authorized officer of each of Holdings, the US Borrower, the UK Borrower
and each Lender;


 


(b)  the Guarantee, executed and delivered by a
duly authorized officer of each Guarantor;


 


(c)  the Pledge Agreement, executed and
delivered by a duly authorized officer of each pledgor party thereto;


 


(d)  the Security Agreement, executed and
delivered by a duly authorized officer of each grantor party thereto;


 


(e)  a Mortgage in respect of each Mortgaged
Property, executed and delivered by a duly authorized officer of each mortgagor
party thereto;


 


(f)  the UK Guarantee, executed and delivered
by a duly authorized officer of the UK Borrower;


 


(g)  the UK Pledge Agreements, executed and
delivered by a duly authorized officer of the US Borrower;


 


(h)  the UK Debenture, executed and delivered
by a duly authorized officer of the UK Borrower;


 


(i)  the German Abstract Acknowledgements of
Indebtedness, executed and delivered by a duly authorized officer of each
guarantor party thereto;


 


(j)  the German Assignment of Claims, executed
and delivered by a duly authorized officer of each guarantor party thereto;


 


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(k)  the German Guarantee, executed and
delivered by a duly authorized officer of each guarantor party thereto;


 


(l)  the German Pledge Agreement, executed and
delivered by a duly authorized officer of each pledgor party thereto;


 


(m)  the German Negative Pledge Agreement,
executed and delivered by a duly authorized officer of each grantor party
thereto;


 


(n)  [Reserved];


 


(o)  the Canadian Guarantee, executed and
delivered by a duly authorized officer of each guarantor party thereto;


 


(p)  the Canadian Pledge Agreements, executed
and delivered by a duly authorized officer of each pledgor party thereto;


 


(q)  the Canadian Security Agreement, executed
and delivered by a duly authorized officer of each grantor party thereto;


 


(r)  the French Pledge Agreements, executed and
delivered by a duly authorized officer of each pledgor party thereto;


 


(s)  the Taiwan Pledge Agreements, executed and
delivered by a duly authorized officer of each pledgor party thereto;


 


(t)  the Italian Guarantee, executed and
delivered by a duly authorized officer of each guarantor party thereto;


 


(u)  the Italian Share Pledge Agreements,
executed and delivered by a duly authorized officer of each pledgor party
thereto;


 


(v)  the Italian Trademark Pledge Agreement,
executed and delivered by a duly authorized officer of each pledgor party
thereto; and


 


(w)  the Luxembourg Pledge Agreements, executed
and delivered by a duly authorized officer of each pledgor party thereto.


 


6.2.                              Collateral.  (a)   
All outstanding equity interests in whatever form of the US Borrower and
each Restricted Subsidiary owned by or on behalf of any Credit Party (other
than a Restricted Foreign Subsidiary) shall have been pledged pursuant to the
Pledge Agreement (except that the Restricted Subsidiaries shall not be required
to pledge more than 65% of the outstanding equity interests of any Restricted
Foreign Subsidiary) and all certificates representing securities pledged under
the Pledge Agreement, accompanied by instruments of transfer and undated stock
powers endorsed in blank, shall have been delivered to the Collateral Escrow
Agent and shall be held in escrow pursuant to the terms of the Financing Escrow
Agreement.


 


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(b)  All outstanding equity interests in
whatever form of the UK Borrower shall, except to the extent pledged pursuant
to the Pledge Agreement, have been pledged pursuant to the UK Pledge Agreements
and all certificates representing securities pledged under the UK Pledge
Agreements, accompanied by instruments of transfer and undated stock powers
endorsed in blank, shall have been delivered to the Collateral Escrow Agent and
shall be held in escrow pursuant to the terms of the Financing Escrow
Agreement.


 


(c)  All outstanding equity interests in
whatever form owned by or on behalf of each pledgor under the German Pledge
Agreement shall have been pledged pursuant to the German Pledge Agreement and
all certificates representing securities pledged under the German Pledge
Agreement, accompanied by instruments of transfer and undated stock powers
endorsed in blank, shall have been delivered to the Collateral Escrow Agent and
shall be held in escrow pursuant to the terms of the Financing Escrow
Agreement.


 


(d)  All outstanding equity interests in
whatever form owned by or on behalf of each pledgor under the Canadian Pledge
Agreements shall have been pledged pursuant to the Canadian Pledge Agreements
and all certificates representing securities pledged under the Canadian Pledge
Agreements, accompanied by instruments of transfer and undated stock powers
endorsed in blank, shall have been delivered to the Collateral Escrow Agent and
shall be held in escrow pursuant to the terms of the Financing Escrow
Agreement.


 


(e)  All outstanding equity interests in
whatever form owned by or on behalf of each pledgor under the French Pledge
Agreements shall have been pledged pursuant to the French Pledge Agreements and
all certificates representing securities pledged under the French Pledge
Agreements, accompanied by instruments of transfer and undated stock powers
endorsed in blank, shall have been delivered to the Collateral Escrow Agent and
shall be held in escrow pursuant to the terms of the Financing Escrow
Agreement.


 


(f)  All outstanding equity interests in
whatever form owned by or on behalf of each pledgor under the Taiwan Pledge
Agreements shall have been pledged pursuant to the Taiwan Pledge Agreements and
all duly endorsed certificates representing securities pledged under the Taiwan
Pledge Agreements, shall have been delivered to the Collateral Escrow Agent and
shall be held in escrow pursuant to the terms of the Financing Escrow
Agreement.


 


(g)  All outstanding equity interests in
whatever form owned by or on behalf of each pledgor under the Italian Share
Pledge Agreements shall have been pledged pursuant to the Italian Share Pledge
Agreements and all certificates representing securities pledged under the
Italian Share Pledge Agreements, accompanied by instruments of transfer and
undated stock powers endorsed in blank, shall have been delivered to the
Collateral Escrow Agent and shall be held in escrow pursuant to the terms of
the Financing Escrow Agreement.


 


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(h)  All outstanding equity interests in
whatever form owned by or on behalf of each pledgor under the Luxembourg Pledge
Agreements shall have been pledged pursuant to the Luxembourg Pledge Agreements
and all certificates representing securities pledged under the Luxembourg
Pledge Agreements, accompanied by instruments of transfer and undated stock
powers endorsed in blank, shall have been delivered to the Collateral Escrow
Agent and shall be held in escrow pursuant to the terms of the Financing Escrow
Agreement.


 


(i)  All Indebtedness of Holdings, the US
Borrower and each Subsidiary that is owing to any Credit Party party to the
Pledge Agreement shall be evidenced by one or more global promissory notes and
shall have been pledged pursuant to the Pledge Agreement, and all such
promissory notes, together with instruments of transfer with respect thereto
endorsed in blank, shall have been delivered to the Collateral Escrow Agent and
shall be held in escrow pursuant to the terms of the Financing Escrow
Agreement.


 


(j)  All documents and instruments, including
Uniform Commercial Code financing statements, required by law or reasonably
requested by the Administrative Agent to be filed, registered or recorded to
create the Liens intended to be created by the Security Agreement and to
perfect such Liens to the extent required by, and with the priority required
by, the Security Agreement shall have been delivered to the Administrative
Agent for filing, registration or recording pending the Closing Date.


 


(k)  All documents and instruments required by
law or reasonably requested by the Administrative Agent to be filed, registered
or recorded to create the Liens intended to be created by each of the Foreign
Security Documents and to perfect such Liens to the extent required by, and
with the priority required by, each of the Foreign Security Documents shall
have been delivered to the Administrative Agent for filing, registration or
recording pending the Closing Date.


 


(l)  The Administrative Agent shall have
received, in respect of each Mortgaged Property owned by the US Borrower or a
US Subsidiary Guarantor a policy or policies of title insurance issued by a
nationally recognized title insurance company insuring the Lien of each
Mortgage as a valid first Lien on the Mortgaged Property described therein,
free of any other Liens except as expressly permitted by Section 10.2 (and
subject to the release on the Closing Date of the liens thereon in respect of
the Existing Credit Agreement), together with such endorsements, coinsurance
and reinsurance as the Administrative Agent may reasonably request.


 


It is understood and agreed that the pledges
described in clauses (a) through (i) inclusive of this Section 6.2
shall become effective immediately and automatically upon the occurrence of the
Closing Date, but that prior to the Closing Date, such pledges (and the Liens
created thereby) shall not be effective.


 


6.3.                              Legal Opinions.  The
Administrative Agent shall have received the executed legal opinions of
(a) Simpson Thacher & Bartlett LLP, special New York counsel to
the US Borrower, substantially in the form of Exhibit O-1, (b) Tom
Riordan,


 


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General Counsel to the US
Borrower, substantially in the form of Exhibit O-2, (c) Latham &
Watkins LLP, English legal counsel to the Administrative Agent, substantially
in the form of Exhibit O-3, (d) Latham & Watkins LLP, German
legal counsel to the Administrative Agent, substantially in the form of Exhibit O-4,
(e) Borden Ladner Gervais, Canadian legal counsel to the Borrower,
substantially in the form of Exhibit O-5, (f) Latham &
Watkins, LLP French legal counsel to the Administrative Agent substantially in
the form of Exhibit O-6, (g) Lee and Li, Taiwan legal counsel to the
Administrative Agent, substantially in the form of Exhibit O-7,
(h) Norton Rose Milan, Italian legal counsel to the Administrative
Agent, substantially in the form of Exhibit O-8, (i) Burness,
Scotland legal counsel to the Administrative Agent, substantially in the form
of Exhibit O-9, (j) Arendt & Medernach, Luxembourg legal counsel to the Administrative
Agent, substantially in the form of Exhibit O-10 and (k) local
counsel to the US Borrower in each jurisdiction where a Mortgaged Property in
the United States of America is located, substantially in the form of Exhibit O-11.  The US Borrower, the UK Borrower, the other
Credit Parties and the Administrative Agent hereby instruct such counsel to
deliver such legal opinions.


 


6.4.                              Receipt of Senior Subordinated Notes and Senior Subordinated Loan
Agreement Proceeds.  Gross proceeds of not less than $350,000,000
and Є419,076,355.71 from the issuance of the Senior Subordinated Notes
under the Senior Subordinated Notes Indenture in a public offering or in a Rule 144A
or other private placement and/or borrowings under the Senior Subordinated Loan
Agreement shall have been deposited on the Funding Date in the RSGI Dollar Debt
Escrow Account and the RSGI Euro Debt Escrow Account, respectively, to be held
by the Financing Escrow Agent pursuant to the terms of the Financing Escrow
Agreement.


 


6.5.                              Equity Contributions.  The Acquisition Equity Contribution shall
have been made and the full amount of the proceeds thereof shall have been
deposited on the Funding Date in escrow accounts held by the Financing Escrow
Agent pursuant to the terms of the Financing Escrow Agreement.


 


6.6.                              Closing Certificates.  The Administrative Agent shall have received
a certificate of each Credit Party (other than the Singapore Guarantors), dated
the Funding Date, substantially in the form of Exhibit P, with appropriate
insertions, executed by the President or any Vice President and the Secretary
or any Assistant Secretary of such Credit Party, and attaching the documents
referred to in Sections 6.7 and 6.8 and, where applicable, certifying as to the
incumbency and specimen signature of each officer executing any Credit Document
or any other document delivered in connection herewith on behalf of such Credit
Party.


 


6.7.                              Corporate Proceedings of Each Credit Party.  The Administrative Agent shall
have received a copy of the resolutions, in form and substance satisfactory to
the Administrative Agent, of the Board of Directors (or equivalent governing
body) of each Credit Party (or a duly authorized committee thereof) authorizing
(a) the execution, delivery and performance of the Credit Documents (and
any agreements relating thereto) to which it is a party, (b) in the case
of the US Borrower and the UK Borrower, the


 


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extensions of credit
contemplated hereunder and (c) the granting of the Liens contemplated to
be granted under the Security Documents.


 


6.8.                              Corporate Documents.  The Administrative Agent shall have received
true and complete copies of the certificate of incorporation and by-laws (or
equivalent organizational documents) of each Credit Party.


 


6.9.                              Fees.  The fees in the amounts previously agreed in
writing by the Agents and the Lenders to be received by the Lenders on the
Closing Date and all expenses (including the reasonable fees, disbursements and
other charges of counsel to the Administrative Agent) for which invoices have
been presented on or prior to the Funding Date shall, in each case, have been
deposited on the Funding Date in an escrow account held by the Financing Escrow
Agent on behalf and for the account of the Administrative Agent (or its
nominee) pursuant to the terms of the Financing Escrow Agreement.


 


6.10.                        Escrow Agreements; Acquisition.  The full amount of the proceeds of the
Tranche A-1 Term Loans made on the Funding Date funded pursuant to Section 2.1(a)(v)(x) shall
be deposited on the Funding Date in the RSGI Euro Debt Escrow Account to be
held by the Financing Escrow Agent pursuant to the terms of the Financing
Escrow Agreement.  The full amount of the
proceeds of the Tranche A-2 Term Loans made on the Funding Date shall be
deposited on the Funding Date in the UK Borrower Debt Escrow Account to be held
by the Financing Escrow Agent pursuant to the terms of the Financing Escrow
Agreement.  The Administrative Agent
shall have received the Financing Escrow Agreement executed and delivered by a
duly authorized officer of each Person party thereto, which shall provide,
among other things, that as a condition precedent to the release of all funds
held in the RSGI Euro Debt Escrow Account, the RSGI Dollar Debt Account and the
UK Borrower Debt Escrow Account the Acquisition shall have been, or
simultaneously with the initial release of funds thereunder shall be,
consummated in accordance in all material respects with applicable law and the
Sale and Purchase Agreement without any amendment or waiver of any provision
relating to conditionality to closing thereunder.  The Administrative Agent shall have received
the Acquisition Escrow Agreement executed and delivered by a duly authorized officer
of each Person party thereto.


 


6.11.                        Patriot Act.  The Administrative Agent shall have received,
at least five Business Days prior to the Funding Date, all documents and other
information required by bank regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including the
Patriot Act and requested by the Administrative Agent at least ten Business
Days prior to the Funding Date.


 


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SECTION 7.                                Conditions Precedent to All
Credit Events; Certain Funds Period; Clean-Up Period; Conditions Precedent to
Restatement Date


 


The agreement of each Lender to make any Loan
requested to be made by it on any date (excluding Mandatory Borrowings) and the
obligation of the Letter of Credit Issuer to issue Letters of Credit on any
date is subject to the satisfaction of the following conditions precedent:


 


7.1.                              No Default; Representations and Warranties.  Subject to Section 7.3 and Section 7.4,
at the time of each Credit Event and also after giving effect thereto
(a) no Default or Event of Default shall have occurred and be continuing
and (b) all representations and warranties made by any Credit Party
contained herein or in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on and as of the date of such Credit Event (except
where such representations and warranties expressly relate to an earlier date,
in which case such representations and warranties shall have been true and
correct in all material respects as of such earlier date) (it being understood
that no such representation or warranty made on the Funding Date shall be
deemed to be not true and correct solely as a result of the fact that the Funding
Date shall not occur simultaneously with the Closing Date).


 


7.2.                              Notice of Borrowing; Letter of Credit Request.  (a)  Prior to the making of
each Term Loan, each Revolving Credit Loan (other than any Revolving Credit
Loan made pursuant to Section 3.4(a)), each Extended Revolving Credit Loan
(other than any Extended Revolving Credit Loan made pursuant to
Section 3.4(a))  and each Swingline
Loan, the Administrative Agent shall have received a Notice of Borrowing
(whether in writing or by telephone) meeting the requirements of Section 2.3.


 


(b)  Prior to the issuance of each Letter of
Credit, the Administrative Agent and the Letter of Credit Issuer shall have
received a Letter of Credit Request meeting the requirements of Section 3.2(a).


 


The acceptance of the benefits of each Credit Event
shall constitute a representation and warranty by each Credit Party to each of
the Lenders that all the applicable conditions specified above exist as of that
time.


 


7.3.                              Certain Funds Period.  Once each of the conditions precedent set
forth in Section 6.1(a), 6.4, 6.5 and 6.10 shall have been satisfied and
if each of the conditions precedent set forth in Sections 6.2(m) and 6.9
shall be satisfied contemporaneously with the initial Borrowings hereunder, the
Lenders shall only be entitled to (a) decline to make available any Term
Loan to be made on the Funding Date or any Revolving Credit Loan to be made on
the Funding Date or (b) exercise any right to cancel or terminate any Term
Loan Commitment to make a Term Loan on the Funding Date or any Revolving Credit
Commitment to make a Revolving Credit Loan on the Funding Date, in each case to
finance the Acquisition, the refinancing of the 2003 Credit Agreement, the
refinancing of certain existing Indebtedness of the Target, the payment of


 


115

















 


Transaction Expenses and
any other transactions relating to the foregoing, if any of the following
events, circumstances or conditions shall be present:


 


(i)  all outstanding equity interests in
whatever form of each Restricted Subsidiary owned directly by the US Borrower
(after giving effect to the Acquisition) shall not have been pledged pursuant
to the Pledge Agreement pending the Closing Date (except that the US Borrower
shall not be required to pledge more than 65% of the equity interests of any
Restricted Foreign Subsidiary to support the obligations of the US Borrower) or
all certificates representing such pledged securities, accompanied by
instruments of transfer and undated stock powers endorsed in blank, shall not
have been delivered to the Collateral Escrow Agent to be held in escrow
pursuant to the terms of the Financing Escrow Agreement;


 


(ii)  any failure of any condition precedent
set forth in Section 6.1 clauses (b) through (d) inclusive, 6.2(a) (except,
in the case of Section 6.2(a), to the extent any actions are required to
be taken by a Foreign Subsidiary), 6.2(i), 6.2(j), 6.3(a), 6.3(b), 6.3(c) (in
the case of Section 6.3(c), only if the UK Borrower shall be a borrower
hereunder on the Funding Date), 6.6, 6.7, 6.8 (except, in the case of Sections
6.6, 6.7 and 6.8, to the extent such Sections relate to a Foreign Subsidiary,
other than the UK Borrower if the UK Borrower shall be a borrower hereunder on
the Funding Date) or 6.11 to be satisfied to the extent that such condition
relates directly to (x) the US Borrower or (y) any Restricted
Subsidiary that is a member of the Rockwood Group that is legally able to
satisfy such condition, provided that, in the case of this clause (y),
each Restricted Subsidiary that is a member of the Rockwood Group shall have
used reasonable efforts to avoid any such legal prohibition;


 


(iii)  any default of any covenant in the first
sentence of Section 9.17;


 


(iv)  any event described in Section 11.5
shall occur with respect to the US Borrower or the UK Borrower, provided
that, in the case of any such event with respect to the UK Borrower, the
Lenders shall not be required to make any Loan to the UK Borrower but instead
shall be required to make such Loan to the US Borrower subject to the terms of Section 6
and this Section 7.3;


 


(v)  the US Borrower or the UK Borrower shall
fail to pay any amounts due and payable under this Agreement, any other Credit
Document or the Fee Letter;


 


(vi)  any Credit Document or any material
provision thereof shall cease to be in full force and effect with respect to
the US Borrower or any Restricted Subsidiary that is a member of the Rockwood
Group (other than (x) pursuant to the terms hereof or thereof, (y) as
a result of acts or omissions of the Administrative Agent or any Lender or
(z) as a result of any legal prohibition affecting any Restricted
Subsidiary that is a member of the Rockwood Group; provided, that, in
the case of this clause (z), each Restricted Subsidiary that is a member of the
Rockwood Group shall have used reasonable efforts to avoid any such legal
prohibition) or any of the US Borrower or any


 


116

















 


Restricted
Subsidiary that is a member of the Rockwood Group shall deny or disaffirm in
writing its obligations under any Credit Document (other than pursuant to the
terms hereof or thereof);


 


(vii)  any breach by the US Borrower (with
respect to itself) or by any Restricted Subsidiary that is a member of the
Rockwood Group (other than, in the case of any Restricted Subsidiary that is a
member of the Rockwood Group, as a result of any legal prohibition affecting
such Restricted Subsidiary; provided, that such Restricted Subsidiary
shall have used reasonable efforts to avoid any such legal prohibition) of any
covenant in Section 10.1, 10.2, 10.6 or 10.7; or


 


(viii)  any breach by the US Borrower (with
respect to itself) or by any Restricted Subsidiary that is a member of the
Rockwood Group (other than, in the case of any Restricted Subsidiary that is a
member of the Rockwood Group, as a result of any legal prohibition affecting
such Restricted Subsidiary; provided, that such Restricted Subsidiary
shall have used reasonable efforts to avoid any such legal prohibition) of any
representation or warranty in Section 8.1 or 8.2.


 


Further, the Lenders shall not be entitled to
exercise any right of set-off against the proceeds of the Term Loans or any
Revolving Credit Loan made on the Funding Date to finance the Acquisition, the
refinancing of the 2003 Credit Agreement, the refinancing of certain existing
Indebtedness of the Target, the payment of Transaction Expenses and any other
transaction related to any of the foregoing.


 


Notwithstanding the foregoing, if any condition precedent
to the initial Borrowing set forth in Section 6 of this Agreement is not
satisfied but as a result of the foregoing provisions of this Section 7.3
the Lenders are nonetheless required to make Loans on the Funding Date, there
shall be, subject to Section 7.4, an Event of Default under Section 11
on the day following the Closing Date and all rights and remedies shall be
available to the Lenders to the extent they would have been available but for
this Section 7.3 (even though they were not available prior to such date).


 


7.4.                              Clean-Up Period.  From the period from the Funding Date until
the date which falls (a) 25 days after the Funding Date, in the case of
circumstances affecting the US Borrower and any Subsidiary that is a member of
the Rockwood Group or (b) 90 days after the Funding Date, in the case of
circumstances affecting any other Subsidiary (such period described in
clauses (a) and (b), the “Clean-Up Period”), a breach of
representation or warranty or a breach of covenant or a Default or an Event of
Default hereunder shall not be deemed to be a breach of representation or
warranty or a breach of covenant or a Default or an Event of Default hereunder,
as the case may be, if and for so long as, during such Clean-Up Period, the
circumstances giving rise to the relevant breach of representation or warranty
or breach of covenant or Default or Event of Default:


 


(i)  are capable of being cured and, if
Holdings, the US Borrower or any Subsidiary that is a member of the Rockwood
Group or (after the date that is 30 days after the Funding Date) any other
Restricted Subsidiary is aware of the relevant


 


117

















 


circumstances
at the time and there exists no legal prohibition affecting any Restricted
Subsidiary which would prevent such cure, reasonable efforts are being made to
cure the same;


 


(ii)  have not been procured by or approved by
Holdings, the US Borrower or any Subsidiary that is a member of the Rockwood
Group or (if arising after the date that is 30 days after the Funding Date) any
other Restricted Subsidiary that is not a member of the Rockwood Group unless
such other Restricted Subsidiary was legally bound to take such action; and


 


(iii)  do not have a Material Adverse Effect;


 


provided,
that if the relevant circumstances are continuing at the end of the applicable
Clean-Up Period there shall be a breach of representation or warranty, breach
of covenant, Default or Event of Default, as the case may be, on such date.


 


7.5.                              UK Borrower.  Notwithstanding any of the foregoing
provisions in this Section 7 (but subject to the proviso contained in Section 7.3(iv)),
the agreement of each Lender to make any Loan to the UK Borrower on any date
and the obligation of the Letter of Credit Issuer to issue Letters of Credit
for the account of the UK Borrower on any date is subject to the satisfaction
of the conditions set forth in Section 6.3(c) and Sections 6.6 to 6.8
inclusive (in each case, to the extent they relate to the UK Borrower) on or
prior to such date.


 


7.6.                              Revolving Credit Loans and Extended Revolving Credit Loans.  In the case of any Revolving
Credit Loan, at the time of the applicable Credit Event the Extended Revolving
Credit Exposures shall be equal to no less than the Total Extended Revolving
Credit Commitment.


 


7.7.                              Conditions Precedent to Restatement Date.  The effectiveness of the amendment and
restatement of the Existing Credit Agreement in the form of this Agreement is
subject to the satisfaction of the conditions set forth in Section 6 of
the Amendment Agreement.


 


SECTION 8.                                Representations, Warranties
and Agreements


 


In order to induce the Lenders to enter into this
Agreement, to make the Loans and issue or participate in Letters of Credit as
provided for herein, each of Holdings, the US Borrower and the UK Borrower make
the following representations and warranties to, and agreements with, the
Lenders, all of which shall survive the execution and delivery of this
Agreement and the making of the Loans and the issuance of the Letters of
Credit:


 


8.1.                              Corporate Status.  Each of Holdings, the US Borrower, the UK
Borrower and each Material Subsidiary (a) is a duly organized and validly
existing corporation or other entity in good standing under the laws of the
jurisdiction of its organization and has the corporate or other organizational
power and authority to own its property and assets and to transact the business
in which it is engaged and (b) has duly


 


118
















 


qualified and is
authorized to do business and is in good standing in all jurisdictions where it
is required to be so qualified, except where the failure to be so qualified
could not reasonably be expected to result in a Material Adverse Effect.


 


8.2.                              Corporate Power and Authority.  Each Credit Party has the corporate or other
organizational power and authority to execute, deliver and carry out the terms
and provisions of the Credit Documents to which it is a party and has taken all
necessary corporate or other organizational action to authorize the execution,
delivery and performance of the Credit Documents to which it is a party.  Each Credit Party has duly executed and
delivered each Credit Document to which it is a party and each such Credit
Document constitutes the legal, valid and binding obligation of such Credit
Party enforceable in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors’ rights generally and subject to general principles of equity.


 


8.3.                              No Violation.  Neither the execution, delivery or
performance by any Credit Party of the Credit Documents to which it is a party
nor compliance with the terms and provisions thereof nor the consummation of
the Transactions and the other transactions contemplated hereby or thereby will
(a) contravene any applicable provision of any material law, statute,
rule, regulation, order, writ, injunction or decree of any court or
governmental instrumentality, (b) result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a default under,
or result in the creation or imposition of (or the obligation to create or
impose) any Lien upon any of the property or assets of any of Holdings, the US
Borrower, the UK Borrower or any of the Restricted Subsidiaries (other than
Liens created under the Credit Documents) pursuant to, the terms of any
material indenture (including the Senior Subordinated Notes Indenture, the
Senior Subordinated Loan Agreement, the Subordinated Note Indenture, and the
2011 Senior Notes Indenture), loan agreement, lease agreement, mortgage, deed
of trust, agreement or other material instrument to which any of Holdings, the
US Borrower, the UK Borrower or any of the Restricted Subsidiaries is a party
or by which it or any of its property or assets is bound or (c) violate
any provision of the certificate of incorporation, By-Laws or other
constitutional documents of Holdings, the US Borrower, the UK Borrower or any
of the Restricted Subsidiaries.


 


8.4.                              Litigation.  There are no actions, suits or proceedings
(including Environmental Claims) pending or, to the knowledge of any of
Holdings, the US Borrower or the UK Borrower, threatened with respect to any of
Holdings, the US Borrower, the UK Borrower or any of the Subsidiaries that
could reasonably be expected to result in a Material Adverse Effect.


 


8.5.                              Margin Regulations.  Neither the making of any Loan hereunder nor
the use of the proceeds thereof will violate the provisions of Regulation T, U
or X of the Board.


 


8.6.                              Governmental Approvals.  No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any Governmental Authority is required to authorize or is required
in connection with


 


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(a) the execution,
delivery and performance of any Credit Document or (b) the legality,
validity, binding effect or enforceability of any Credit Document, except any
of the foregoing the failure of which to obtain or make could not reasonably be
expected to have a Material Adverse Effect.


 


8.7.                              Investment Company Act.  Neither Holdings nor the US Borrower is an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


 


8.8.                              True and Complete Disclosure.  (a)  None of the factual information and
data (taken as a whole) heretofore or contemporaneously furnished by any of
Holdings, the US Borrower, the UK Borrower, any of the Subsidiaries or any of their
respective authorized representatives in writing to the Administrative Agent
and/or any Lender on or before the Funding Date (including (i) the
Confidential Information Memorandum and (ii) all information contained in
the Credit Documents) for purposes of or in connection with this Agreement or
any transaction contemplated herein contained any untrue statement or omitted
to state any material fact necessary to make such information and data (taken
as a whole) not misleading at such time in light of the circumstances under
which such information or data was furnished, it being understood and agreed
that for purposes of this Section 8.8(a), such factual information and
data shall not include projections and pro  forma financial
information.


 


(b)  The projections and pro  forma
financial information contained in the information and data referred to in
paragraph (a) above were based on good faith estimates and assumptions
believed by such Persons to be reasonable at the time made, it being recognized
by the Lenders that such projections as to future events are not to be viewed
as facts and that actual results during the period or periods covered by any
such projections may differ from the projected results.


 


8.9.                              Financial Condition; Financial Statements.  The (a) unaudited and
audited historical consolidated financial information of the US Borrower as set
forth in the Confidential Information Memorandum, (b) audited financial
statements of the Target for each of the fiscal years ended September 30,
2001 and September 30, 2002, the three months ended December 31, 2002
and the twelve months ended December 31, 2003 and (c) audited balance
sheet of the US Borrower and the related audited statements of operations and
cash flows (in each case to be provided pursuant to Section 9.1(a) and
(b)), in each case present or will, when provided, present fairly in all
material respects the combined financial position of each of the US Borrower
and the Target (as applicable) at the respective dates of said information,
statements and results of operations for the respective periods covered
thereby.  The audited financial
statements referred to in this Section 8.9 have been prepared in
accordance with GAAP consistently applied except to the extent provided in the
notes to said financial statements. 
There has been no Material Adverse Change since December 31, 2003,
other than solely as a result of changes in general economic conditions.


 


8.10.                        Tax Returns and Payments.  Each of Holdings, the US Borrower, the UK
Borrower and the Subsidiaries has filed all federal income tax returns and all


 


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other material tax
returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it that have become due, other than
those not yet delinquent or contested in good faith.  Each of, Holdings, the US Borrower, the UK
Borrower and each of the Subsidiaries have paid, or have provided adequate
reserves (in the good faith judgment of the management of the US Borrower) in
accordance with GAAP for the payment of, all material federal, state and
foreign income taxes applicable for all prior fiscal years and for the current
fiscal year to the Closing Date.  To the
extent that any breach of any of the representations or warranties in this
Section 8.10 relates to a period, event or action prior to the Closing
Date in respect of which Holdings, the US Borrower and/or the Restricted
Subsidiaries are indemnified to the extent of the breach by any Seller pursuant
to either Acquisition Agreement, there shall be deemed to be no breach thereof;
provided, that such a breach will exist if the applicable Seller does
not satisfy its indemnification obligations to the extent and in respect of the
circumstances giving rise to such breach within a reasonable time of being
notified by Holdings, the US Borrower and/or the Restricted Subsidiaries of
such circumstances (such Persons hereby agreeing to so notify the applicable
Seller promptly of such circumstances).


 


8.11.                        Compliance with ERISA.  Each Plan is in compliance with ERISA, the
Code and any applicable Requirement of Law; no Reportable Event has occurred
(or is reasonably likely to occur) with respect to any Plan; no Plan is
insolvent or in reorganization (or is reasonably likely to be insolvent or in
reorganization), and no written notice of any such insolvency or reorganization
has been given to any of Holdings, the US Borrower, any Subsidiary or any ERISA
Affiliate; no Plan (other than a multiemployer plan) has an accumulated or
waived funding deficiency (or is reasonably likely to have such a deficiency);
none of Holdings, the US Borrower, any Subsidiary or any ERISA Affiliate has
incurred (or is reasonably likely expected to incur) any liability to or on
account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062,
4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the
Code or has been notified in writing that it will incur any liability under any
of the foregoing Sections with respect to any Plan; no proceedings have been
instituted (or are reasonably likely to be instituted) to terminate or to
reorganize any Plan or to appoint a trustee to administer any Plan, and no
written notice of any such proceedings has been given to any of Holdings, the
US Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under
the Code or ERISA on the assets of any of Holdings, the US Borrower or any
Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor
has any of Holdings, the US Borrower, any Subsidiary or any ERISA Affiliate
been notified in writing that such a lien will be imposed on the assets of any
of Holdings, the US Borrower, any Subsidiary or any ERISA Affiliate on account
of any Plan, except to the extent that a breach of any of the
representations, warranties or agreements in this Section 8.11 would not
result, individually or in the aggregate, in an amount of liability that would
be reasonably likely to have a Material Adverse Effect or relates to any matter
disclosed in the financial statements of the US Borrower contained in the
Confidential Information Memorandum.  No
Plan (other than a multiemployer plan) has an Unfunded Current Liability that
would, individually or when taken together with any other liabilities
referenced in this Section 8.11, be reasonably likely to have a Material
Adverse Effect.  With respect to Plans
that are multiemployer plans (as defined in Section 3(37) of ERISA), the
representations and warranties in this Section 8.11, other than any made
with respect to


 


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(a) liability under Section 4201
or 4204 of ERISA or (b) liability for termination or reorganization of
such Plans under ERISA, are made to the best knowledge of the US Borrower.  To the extent that any breach of any of the
representations or warranties in this Section 8.11 relates to a period,
event or action prior to the Closing Date in respect of which Holdings, the US
Borrower and/or the Restricted Subsidiaries are indemnified to the extent of
the breach by any Seller pursuant to either Acquisition Agreement, there shall
be deemed to be no breach thereof; provided, that such a breach will
exist if the applicable Seller does not satisfy its indemnification obligations
to the extent and in respect of the circumstances giving rise to such breach
within a reasonable time of being notified by Holdings, the US Borrower and/or
the Restricted Subsidiaries of such circumstances (such Persons hereby agreeing
to so notify the applicable Seller promptly of such circumstances).


 


8.12.                        Subsidiaries.  Holdings does not have any Subsidiaries other
than the US Borrower and its Subsidiaries. 
Schedule 8.12 lists each Subsidiary of the US Borrower (and the direct
and indirect ownership interest of the US Borrower therein), in each case
existing on the Funding Date (after giving effect to the Acquisition).  To the knowledge of the US Borrower, after
due enquiry, each Material Subsidiary as of the Funding Date (after giving
effect to the Acquisition) has been so designated on Schedule 8.12.


 


8.13.                        Patents, etc.  Holdings, the US Borrower, the UK
Borrower and each of the Restricted Subsidiaries have obtained all patents,
trademarks, servicemarks, trade names, copyrights, licenses and other rights,
free from burdensome restrictions, that are necessary for the operation of
their respective businesses as currently conducted and as proposed to be
conducted, except where the failure to obtain any such rights could not
reasonably be expected to have a Material Adverse Effect.


 


8.14.                        Environmental Laws.  (a)   
Except as could not reasonably be expected to have a Material Adverse
Effect: (i) each of Holdings, the US Borrower, the UK Borrower and each of
the Subsidiaries are in compliance with all Environmental Laws in all
jurisdictions in which Holdings, the US Borrower and each of the Subsidiaries
are currently doing business (including having obtained all material permits
required under Environmental Laws); (ii) each of Holdings, the US Borrower
and the UK Borrower will comply and cause each of the Subsidiaries to comply
with all such Environmental Laws (including all permits required under
Environmental Laws); and (iii) none of Holdings, the US Borrower, the UK
Borrower and each of the Subsidiaries has become subject to any Environmental
Claim or any other liability under any Environmental Law.


 


(b)  None of Holdings, the US Borrower, the UK
Borrower or any of the Subsidiaries has treated, stored, transported, released
or disposed of Hazardous Materials at or from any currently or formerly owned
Real Estate or facility relating to its business in a manner that could
reasonably be expected to have a Material Adverse Effect.


 


8.15.                        Properties.  Each of Holdings, the US Borrower, the UK
Borrower and each of the Subsidiaries have good title to or leasehold interest
in all properties that


 


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are necessary for the
operation of their respective businesses as currently conducted and as proposed
to be conducted, free and clear of all Liens (other than any Liens permitted by
this Agreement) and except where the failure to have such good title could not
reasonably be expected to have a Material Adverse Effect.


 


SECTION 9.                                Affirmative Covenants


 


Each of the US Borrower and the UK Borrower and,
with respect to Section 9.12(c) and 9.15 only, Holdings, hereby
covenants and agrees that on the Funding Date and thereafter, for so long as
this Agreement is in effect and until the Commitments, the Swingline Commitment
and each Letter of Credit have terminated and the Loans and Unpaid Drawings,
together with interest, Fees and all other Obligations incurred hereunder, are
paid in full:


 


9.1.                              Information Covenants.  The US Borrower will furnish to each Lender
and the Administrative Agent:


 


(a)  Annual Financial Statements.  As soon as available and in any event on or
before the date on which such financial statements are required to be filed
with the SEC (or, if such financial statements are not required to be filed
with the SEC, on or before the date that is 90 days after the end of each
such fiscal year), the consolidated balance sheet of (i) the US Borrower
and the Restricted Subsidiaries and (ii) the US Borrower and its
Subsidiaries, in each case as at the end of such fiscal year prepared in
accordance with GAAP, and the related consolidated statement of operations and
cash flows for such fiscal year, each prepared in accordance with GAAP, setting
forth comparative consolidated figures for the preceding fiscal year, and
certified by independent certified public accountants of recognized national
standing whose opinion shall not be qualified as to the scope of audit or as to
the status of the US Borrower, the UK Borrower or any of the Material
Subsidiaries as a going concern, together in any event with a certificate of
such accounting firm stating that in the course of its regular audit of the
business of the US Borrower, the UK Borrower and the Material Subsidiaries,
which audit was conducted in accordance with generally accepted auditing standards,
such accounting firm has obtained no knowledge of any Default or Event of
Default relating to Section 10.9 or 10.10 that has occurred and is
continuing or, if in the opinion of such accounting firm such a Default or
Event of Default has occurred and is continuing, a statement as to the nature
thereof.


 


(b)  Quarterly Financial Statements.  As soon as available and in any event on or
before the date on which such financial statements are required to be filed
with the SEC with respect to each of the first three quarterly accounting
periods in each fiscal year of the US Borrower (or, if such financial
statements are not required to be filed with the SEC, on or before the date
that is 45 days after the end of each such quarterly accounting period),
the consolidated balance sheet of (i) the US Borrower and the Restricted
Subsidiaries and (ii) the US Borrower and its Subsidiaries, in each case
as at the end of such quarterly period and the related consolidated statement
of operations for such quarterly accounting period and for the elapsed portion
of the fiscal year ended with the last day of such quarterly period, and the
related consolidated statement of cash flows for


 


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the
elapsed portion of the fiscal year ended with the last day of such quarterly
period, and setting forth comparative consolidated figures for the related
periods in the prior fiscal year or, in the case of such consolidated balance
sheet, for the last day of such quarterly period in the prior fiscal year, each
prepared in accordance with GAAP, all of which shall be certified by an
Authorized Officer of the US Borrower, subject to changes resulting from audit
and normal year-end audit adjustments.


 


(c)  Budgets.  Within 60 days after the commencement of
each fiscal year of the US Borrower, consolidated budgets of each of the US
Borrower, the US Borrower and its Restricted Subsidiaries, the UK Borrower and
the UK Borrower and its Restricted Subsidiaries in reasonable detail for the
fiscal year as customarily prepared by management of the US Borrower and the UK
Borrower for their internal use, setting forth the principal assumptions upon
which such budgets are based.


 


(d)  Officer’s Certificates.  At the time of the delivery of the financial
statements provided for in Sections 9.1(a) and (b), a certificate of an
Authorized Officer of the US Borrower to the effect that no Default or Event of
Default exists or, if any Default or Event of Default does exist, specifying
the nature and extent thereof, which certificate shall set forth (i) the
calculations required to establish whether the US Borrower and the Subsidiaries
were in compliance with the provisions of Sections 10.9 and 10.10 as at
the end of such fiscal year or period, as the case may be, (ii) a
specification of any change in the identity of the Restricted Subsidiaries,
Unrestricted Subsidiaries and Foreign Subsidiaries as at the end of such fiscal
year or period, as the case may be, from the Restricted Subsidiaries,
Unrestricted Subsidiaries and Foreign Subsidiaries, respectively, provided to
the Lenders on the Funding Date or the most recent fiscal year or period, as
the case may be, (iii) the then applicable Status and (iv) the amount
of any Pro Forma Adjustment not previously set forth in a Pro Forma Adjustment
Certificate or any change in the amount of a Pro Forma Adjustment set forth in
any Pro Forma Adjustment Certificate previously provided and, in either case,
in reasonable detail, the calculations and basis therefor.  At the time of the delivery of the financial
statements provided for in Section 9.1(a), (i) a certificate of an
Authorized Officer of the US Borrower setting forth in reasonable detail the
Available Amount as at the end of the fiscal year to which such financial
statements relate and (ii) a certificate of an Authorized Officer and the
chief legal officer of the US Borrower (x) setting forth the information
required pursuant to Section 2 of the Perfection Certificate or confirming
that there has been no change in such information since the Funding Date or the
date of the most recent certificate delivered pursuant to this subsection
(d)(ii), as the case may be, and (y) certifying that all Uniform
Commercial Code financing statements (including fixture filings, as applicable)
or other appropriate filings, recordings or registrations, including all
refilings, rerecordings and reregistrations, containing a description of the
Collateral have been filed of record in each governmental, municipal or other
appropriate office in each jurisdiction identified pursuant to
clause (x) above to the extent necessary to protect and perfect the
security interests under the Security Documents.


 


(e)  Notice of Default or Litigation.  Promptly after an Authorized Officer of any
of the US Borrower, the UK Borrower or any of the Subsidiaries obtains
knowledge thereof, notice of (i) the occurrence of any event that
constitutes a Default or


 


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Event
of Default, which notice shall specify the nature thereof, the period of
existence thereof and what action any of the US Borrower or the UK Borrower
proposes to take with respect thereto, and (ii) any litigation or
governmental proceeding pending against any of the US Borrower, the UK Borrower
or any of the Subsidiaries that could reasonably be expected to result in a
Material Adverse Effect.


 


(f)  Environmental Matters.  The US Borrower and the UK Borrower will
promptly advise the Lenders in writing after obtaining knowledge of any one or
more of the following environmental matters, unless such environmental matters
would not, individually or when aggregated with all other such matters, be
reasonably expected to result in a Material Adverse Effect:


 


(i)  any pending or threatened Environmental
Claim against any of the US Borrower, the UK Borrower or any of the
Subsidiaries or any Real Estate;


 


(ii)  any condition or occurrence on any Real
Estate that (x) results in noncompliance by any of the US Borrower, the UK
Borrower or any of the Subsidiaries with any applicable Environmental Law or
(y) could reasonably be anticipated to form the basis of an Environmental
Claim against any of Holdings, the US Borrower, the UK Borrower or any of the
Subsidiaries or any Real Estate;


 


(iii)  any condition or occurrence on any Real
Estate that could reasonably be anticipated to cause such Real Estate to be
subject to any restrictions on the ownership, occupancy, use or transferability
of such Real Estate under any Environmental Law; and


 


(iv)  the taking of any removal or remedial
action in response to the actual or alleged presence of any Hazardous Material
on any Real Estate.


 


All such notices shall describe in reasonable detail
the nature of the claim, investigation, condition, occurrence or removal or
remedial action and the response thereto. 
The term “Real Estate” shall mean land, buildings and
improvements owned or leased by any of the US Borrower, the UK Borrower or any
of the Subsidiaries, but excluding all operating fixtures and equipment,
whether or not incorporated into improvements.


 


(g)  Other Information.  Promptly upon filing thereof, copies of any
filings (including on Form 10-K, 10-Q or 8-K) or registration statements
with, and reports to, the SEC or any analogous Government Authority in any
relevant jurisdiction by any of the US Borrower, the UK Borrower or any of the
Subsidiaries (other than amendments to any registration statement (to the
extent such registration statement, in the form it becomes effective, is
delivered to the Lenders), exhibits to any registration statement and, if
applicable, any registration statements on Form S-8) and copies of all
financial statements, proxy statements, notices and reports that any of the US
Borrower, the UK Borrower or any of the Subsidiaries shall send to the holders
of any publicly issued debt of any of Holdings, the US Borrower, the UK
Borrower and/or any of the Subsidiaries (including any Senior Subordinated
Notes and Subordinated Notes, (in each case whether publicly issued or not)) in
their capacity as such holders (in each case to the extent not


 


125

















 


theretofore
delivered to the Lenders pursuant to this Agreement) and, with reasonable
promptness, such other information (financial or otherwise) as the
Administrative Agent on its own behalf or on behalf of any Lender may
reasonably request in writing from time to time.


 


(h)  Pro Forma Adjustment Certificate.  Not later than the consummation of the
acquisition of any Acquired Entity or Business by the US Borrower or any Restricted
Subsidiary for which there shall be a Pro Forma Adjustment and not later than
any date on which financial statements are delivered with respect to any
four-quarter period in which a Pro Forma Adjustment is made as a result of the
consummation of the acquisition of any Acquired Entity or Business by the US
Borrower or any Restricted Subsidiary for which there shall be a Pro Forma
Adjustment, a certificate of an Authorized Officer of the US Borrower setting
forth the amount of such Pro Forma Adjustment and, in reasonable detail, the
calculations and basis therefor.


 


(i)  Collection of Accounts Receivable.  Promptly following written request of the
same from the Administrative Agent, but no more frequently than on one occasion
during each 10-Business Day period following the delivery of each officer’s
certificate referred to in Section 9.1(d), such information regarding the
collection by the US Borrower or any of the Restricted Subsidiaries or, to the
extent that such information is available to the US Borrower or any of the
Restricted Subsidiaries with the use of commercially reasonable efforts, any
other Person of accounts receivable that have been subjected to a transaction
consummated pursuant to Section 10.4(e).


 


9.2.                              Books, Records and Inspections.  Each of the US Borrower and the UK Borrower
will, and will cause each of the Subsidiaries to, permit officers and
designated representatives of the Administrative Agent or the Required Lenders
to visit and inspect any of the properties or assets of the US Borrower, the UK
Borrower and any such Subsidiary in whomsoever’s possession to the extent that
it is within such party’s control to permit such inspection, and to examine the
books of account of the US Borrower, the UK Borrower and any such Subsidiary and
discuss the affairs, finances and accounts of the US Borrower, the UK Borrower
and of any such Subsidiary with, and be advised as to the same by, its and
their officers and independent accountants, all at such reasonable times and
intervals and to such reasonable extent as the Administrative Agent or the
Required Lenders may desire.


 


9.3.                              Maintenance of Insurance.  Each of the US Borrower and the UK Borrower
will, and will cause each of the Material Subsidiaries to, at all times
maintain in full force and effect, with insurance companies that the US
Borrower believes (in the good faith judgment of the management of the US
Borrower) are financially sound and responsible at the time the relevant
coverage is placed or renewed, insurance in at least such amounts and against
at least such risks (and with such risk retentions) as are usually insured
against in the same general area by companies engaged in the same or a similar
business; and will furnish to the Lenders, upon written request from the
Administrative Agent, information presented in reasonable detail as to the
insurance so carried.


 


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9.4.                              Payment of Taxes.  Each of the US Borrower and the UK Borrower
will pay and discharge, and will cause each of the Subsidiaries to pay and
discharge, all material taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits, or upon any properties belonging
to it, prior to the date on which material penalties attach thereto, and all
lawful material claims that, if unpaid, could reasonably be expected to become
a material Lien upon any properties of the US Borrower, the UK Borrower or any
of the Restricted Subsidiaries; provided, that neither the US Borrower,
the UK Borrower nor any of the Subsidiaries shall be required to pay any such
tax, assessment, charge, levy or claim that is being contested in good faith
and by proper proceedings if it has maintained adequate reserves (in the good
faith judgment of the management of the US Borrower) with respect thereto in
accordance with GAAP.


 


9.5.                              Consolidated Corporate Franchises.  Each of the US Borrower and the UK Borrower
will do, and will cause each Material Subsidiary to do, or cause to be done,
all things necessary to preserve and keep in full force and effect its
existence, corporate rights and authority, except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect; provided, however, that the US Borrower and its
Subsidiaries may consummate any transaction permitted under Section 10.3,
10.4 or 10.5.


 


9.6.                              Compliance with Statutes, Obligations, etc.  Each of the US Borrower and the
UK Borrower will, and will cause each Subsidiary to, comply with all applicable
laws, rules, regulations and orders, except to the extent the failure to do so
could not reasonably be expected to have a Material Adverse Effect.


 


9.7.                              ERISA.  Promptly after any of the US Borrower or any
Subsidiary or any ERISA Affiliate knows or has reason to know of the occurrence
of any of the following events that, individually or in the aggregate
(including in the aggregate such events previously disclosed or exempt from
disclosure hereunder, to the extent the liability therefor remains
outstanding), would be reasonably likely to have a Material Adverse Effect, the
US Borrower will deliver to each of the Lenders a certificate of an Authorized
Officer or any other senior officer of the US Borrower setting forth details as
to such occurrence and the action, if any, that the US Borrower, such
Subsidiary or such ERISA Affiliate is required or proposes to take, together
with any notices (required, proposed or otherwise) given to or filed with or by
US Borrower, such Subsidiary, such ERISA Affiliate, the PBGC, a Plan
participant (other than notices relating to an individual participant’s
benefits) or the Plan administrator with respect thereto: that a Reportable
Event has occurred; that an accumulated funding deficiency has been incurred or
an application is to be made to the Secretary of the Treasury for a waiver or
modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section 412
of the Code with respect to a Plan; that a Plan having an Unfunded Current
Liability has been or is to be terminated, reorganized, partitioned or declared
insolvent under Title IV of ERISA (including the giving of written notice
thereof); that a Plan has an Unfunded Current Liability that has or will result
in a lien under ERISA or the Code; that proceedings will be or have been
instituted to terminate a Plan having an Unfunded Current Liability


 


127

















 


(including the giving of
written notice thereof); that a proceeding has been instituted against the US
Borrower, a Subsidiary or an ERISA Affiliate pursuant to Section 515 of
ERISA to collect a delinquent contribution to a Plan; that the PBGC has
notified the US Borrower, any Subsidiary or any ERISA Affiliate of its intention
to appoint a trustee to administer any Plan; that the US Borrower, any
Subsidiary or any ERISA Affiliate has failed to make a required installment or
other payment pursuant to Section 412 of the Code with respect to a Plan;
or that the US Borrower, any Subsidiary or any ERISA Affiliate has incurred or
will incur (or has been notified in writing that it will incur) any liability
(including any contingent or secondary liability) to or on account of a Plan
pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201
or 4204 of ERISA or Section 4971 or 4975 of the Code.


 


9.8.                              Good Repair.  Each of the US Borrower and the UK Borrower
will, and will cause each of the Restricted Subsidiaries to, ensure that its
properties and equipment used or useful in its business in whomsoever’s
possession they may be to the extent that it is within the control of such
party to cause same, are kept in good repair, working order and condition,
normal wear and tear excepted, and that from time to time there are made in such
properties and equipment all needful and proper repairs, renewals,
replacements, extensions, additions, betterments and improvements thereto, to
the extent and in the manner customary for companies in similar businesses and
consistent with third party leases, except in each case to the extent the
failure to do so could not be reasonably expected to have a Material Adverse
Effect.


 


9.9.                              Transactions with Affiliates.  Each of the US Borrower and the UK Borrower
will conduct, and cause each of the Restricted Subsidiaries to conduct, all
transactions with any of its Affiliates on terms that are substantially as
favorable to the US Borrower, the UK Borrower or such Restricted Subsidiary as
it would obtain in a comparable arm’s-length transaction with a Person that is
not an Affiliate; provided, that the foregoing restrictions shall not
apply to (a) the payment of customary annual fees to KKR, DLJ Merchant
Banking and/or their respective Affiliates for management, consulting and
financial services rendered to the Parent Companies, Holdings, the US Borrower,
the UK Borrower and the Subsidiaries and investment banking fees paid to KKR,
DLJ Merchant Banking and/or their respective Affiliates for services rendered
to the Parent Companies, Holdings, the US Borrower, the UK Borrower and the
Subsidiaries in connection with divestitures, acquisitions, financings and
other transactions, (b) customary fees paid to members of the Board of
Directors (in their capacity as such) of the Parent Companies, Holdings, the US
Borrower, the UK Borrower and the Subsidiaries and (c) transactions
permitted by Section 10.6.


 


9.10.                        End of Fiscal Years; Fiscal Quarters.  The US Borrower will, for financial reporting
purposes, cause (a) its, and each of its Subsidiaries’, fiscal years to
end on December 31 of each year and (b) its, and each of its
Subsidiaries’, fiscal quarters to end on dates consistent with such fiscal
year-end and the US Borrower’s past practice; provided, however,
that the US Borrower may, upon written notice to the Administrative Agent,
change the financial reporting convention specified above to any other
financial reporting convention reasonably acceptable to the Administrative
Agent, in which case the US Borrower and the Administrative Agent will, and are
hereby authorized by the


 


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Lenders to, make any
adjustments to this Agreement that are necessary in order to reflect such
change in financial reporting.


 


9.11.                        Additional Guarantors and Grantors.  (a)   
Except as provided in Section 10.1(j) or (k), the US Borrower
will, except to the extent prohibited by applicable law or to the extent that
it would result in material adverse tax consequences for Parent and its
Subsidiaries, taken as a whole, cause (i) any direct or indirect Domestic
Subsidiary (other than any Unrestricted Subsidiary) formed or otherwise
purchased or acquired after the Funding Date (including pursuant to a Permitted
Acquisition) and (ii) any Subsidiary (other than any Unrestricted
Subsidiary) that is not a Domestic Subsidiary on the Funding Date but subsequently
becomes a Domestic Subsidiary (other than any Unrestricted Subsidiary), in each
case to execute a supplement to each of the Guarantee and the Security
Agreement, substantially in the form of Annex B or Annex 1, as applicable, to
the respective agreement in order to become a Guarantor under the Guarantee and
a grantor under the Security Agreement. 
The US Borrower will, and will cause each of the Restricted Subsidiaries
to, use commercially reasonable efforts to structure the ownership of any such
Domestic Subsidiary so as to avoid any such legal prohibition or material
adverse tax consequences described in the immediately preceding sentence that
may result from such ownership structure.


 


(b)  Each of the US Borrower and the UK
Borrower will, except to the extent prohibited by applicable law or to the
extent that it would result in material adverse tax consequences for Parent and
its Subsidiaries, taken as a whole, cause (i) any direct or indirect
Subsidiary of the US Borrower (other than any Unrestricted Subsidiary or
Foreign Joint Venture) incorporated under the laws of any of England and Wales,
Scotland, Germany, Italy, Canada or Singapore that is formed or otherwise
purchased or acquired after the Closing Date (including pursuant to a Permitted
Acquisition) and (ii) any member of the Rockwood Group (other than an
Unrestricted Subsidiary or Foreign Joint Venture) that is not incorporated
under the laws of any such country on the Closing Date but subsequently becomes
incorporated under such laws, in each case to execute a supplement to the
applicable Foreign Security Documents in form and substance reasonably
satisfactory to the Administrative Agent (or guarantee and security
arrangements in relation to the Obligations of the UK Borrower, as the case may
be, in a form and to an extent agreed between the US Borrower and the
Administrative Agent, but to be substantially consistent (taking into account
the scope of customary collateral arrangements in the applicable jurisdiction)
with the scope of the guarantee and collateral arrangements entered into
pursuant to the Foreign Subsidiary Guarantees and the Foreign Security
Documents), in order to become a Foreign Subsidiary Guarantor and a grantor
under the applicable Foreign Security Documents; provided, that the US
Borrower and the UK Borrower shall not be required to comply with the
requirements of subclause (i) above with respect to any Permitted
Acquisition of such direct or indirect Subsidiary of the US Borrower to the
extent that the aggregate amount of (x) all Indebtedness incurred pursuant
to Section 10.1(j) and (k) and outstanding at such time pursuant
to which the US Borrower or the UK Borrower, as the case may be, has utilized
(and at such time continues to utilize) the proviso to Section 10.1(j)(i)(y) or
10.1(k)(i)(y), respectively, and (y) the fair market value at the time
such investment was made of all investments made pursuant to Section 10.5(j) as
to which the US Borrower or the UK Borrower, as the case


 


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may
be, has utilized (and at such time continues to utilize) the proviso thereto,
does not exceed the Guarantee and Collateral Exception Amount in effect at such
time.


 


(c)  Each of the US Borrower and the UK
Borrower will cause each Foreign Subsidiary that is a Restricted Foreign
Subsidiary or that is required to become a Restricted Foreign Subsidiary for an
investment to constitute a Permitted Acquisition, in each case that makes an
investment constituting a Permitted Acquisition pursuant to Section 10.5(j) to
enter into guarantee and security arrangements in relation to the Obligations
of the UK Borrower in respect of the capital stock and/or assets acquired
pursuant to such Permitted Acquisition to the extent the target of such
Permitted Acquisition is incorporated under the laws of (or has assets located
in) any of England and Wales, Scotland, Germany, Italy, Canada or
Singapore, in a form and to an extent agreed between the US Borrower and the
Administrative Agent, but to be substantially consistent (taking into account
the scope of customary collateral arrangements in the applicable jurisdiction)
with the scope of the guarantee and collateral arrangements entered into
pursuant to the Foreign Subsidiary Guarantees and the Foreign Security Documents,
and to comply with Section 9.15 in respect of such arrangements; provided,
that (i) no such Restricted Foreign Subsidiary shall be required to enter
into such arrangements to the extent that such arrangements would (x) be
prohibited by the law of the jurisdiction of incorporation or formation of such
Restricted Subsidiary or of the entity whose capital stock is acquired or
(y) have material adverse tax consequences for any of the Parent
Companies, Holdings, the US Borrower or any of the Restricted Subsidiaries and
(ii) the US Borrower and the UK Borrower shall not be required to comply
with the requirements of this clause (c) with respect to any Permitted
Acquisition of any such Restricted Foreign Subsidiary to the extent that the
aggregate amount of (x) all Indebtedness incurred pursuant to Section 10.1(j) and
(k) and outstanding at such time pursuant to which the US Borrower or the
UK Borrower, as the case may be, has utilized (and at such time continues to
utilize) the proviso to Section 10.1(j)(i)(y) or 10.1(k)(i)(y),
respectively, and (y) the fair market value at the time such investment
was made of all investments made pursuant to Section 10.5(j) as to
which the US Borrower or the UK Borrower, as the case may be, has utilized (and
at such time continues to utilize) the proviso thereto, does not exceed the
Guarantee and Collateral Exception Amount in effect at such time.


 


9.12.                        Pledges of Additional Stock and Evidence of Indebtedness.  (a)    The US Borrower will, except to the extent
prohibited by applicable law or to the extent that it would result in material
adverse tax consequences for Parent and its Subsidiaries, taken as a whole,
pledge, and, if applicable, will cause each Domestic Subsidiary to pledge, to
the Administrative Agent, for the benefit of the Secured Parties, (i) all
the capital stock of each Domestic Subsidiary (other than any Unrestricted
Subsidiary) and each Foreign Subsidiary (other than an Unrestricted Subsidiary
or any capital stock representing in excess of 65% of the issued and outstanding
capital stock in any Foreign Subsidiary) held by the US Borrower or a Domestic
Subsidiary, in each case, formed or otherwise purchased or acquired after the
Funding Date, in each case pursuant to a supplement to the Pledge Agreement in
form and substance reasonably satisfactory to the Administrative Agent,
(ii) all evidences of Indebtedness in excess of $5,000,000 received by the
US Borrower or any of the Domestic Subsidiaries (other than any Unrestricted


 


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Subsidiary) in connection
with any disposition of assets pursuant to Section 10.4(b), in each case
pursuant to a supplement to the Pledge Agreement, substantially in the form of
Annex A thereto and (iii) any global promissory notes executed after the
Funding Date evidencing Indebtedness of any of Holdings, the US Borrower and
each Subsidiary that is owing to any of the US Borrower or any Domestic
Subsidiary (other than any Unrestricted Subsidiary), in each case pursuant to a
supplement to the Pledge Agreement, substantially in the form of Annex A
thereto; provided, that the US Borrower and any such Domestic Subsidiary
shall not be required to comply with the requirements of this clause (a) with
respect to any Permitted Acquisition of (1) any such Foreign Subsidiary or
(2) any such Domestic Subsidiary to the extent in the case of this
subclause (2) that Indebtedness is incurred pursuant to Section 10.1(j) or
(k) in connection therewith, in each case, to the extent that the
aggregate amount of (x) all Indebtedness incurred pursuant to Section 10.1(j) and
(k) and outstanding at such time pursuant to which the US Borrower or the
UK Borrower, as the case may be, has utilized (and at such time continues to
utilize) the proviso to Section 10.1(j)(i)(y) or 10.1(k)(i)(y),
respectively, and (y) the fair market value at the time such investment
was made of all investments made pursuant to Section 10.5(j) as to
which the US Borrower or the UK Borrower, as the case may be, has utilized (and
at such time continues to utilize) the proviso thereto, does not exceed the
Guarantee and Collateral Exception Amount in effect at such time.  The US Borrower will, and will cause each of
the Restricted Subsidiaries to, use commercially reasonable efforts to
structure the ownership of any such Domestic Subsidiary so as to avoid any such
legal prohibition or material adverse tax consequences described in the
immediately preceding sentence that may result from such ownership structure.


 


(b)  The US Borrower will pledge, and, if applicable,
will cause each Subsidiary (other than any Foreign Joint Venture or any
Subsidiary of such a Foreign Joint Venture) to pledge, to the Administrative
Agent, for the benefit of the Lenders to the UK Borrower, (i) all the
capital stock of each Subsidiary of the UK Borrower and of any Foreign
Subsidiary Guarantor owned or held by the US Borrower or any Restricted
Subsidiary, in each case formed or otherwise purchased or acquired after the
Closing Date to the extent such Subsidiary is incorporated under the laws of
any of England and Wales, Scotland, Germany, Italy, Canada or Singapore,
in each case pursuant to a supplement to the applicable Foreign Security
Documents in form and substance reasonably satisfactory to the Administrative
Agent (or pledge arrangements in relation to the Obligations of the UK
Borrower, in a form and to an extent agreed between the US Borrower and the
Administrative Agent, but to be substantially consistent (taking into account
the scope of customary collateral arrangements in the applicable jurisdiction)
with the scope of the pledge arrangements entered into pursuant to the Foreign
Security Documents) and (ii) all evidences of Indebtedness with a Dollar
Equivalent in excess of $5,000,000 received by any of the Foreign Subsidiary
Guarantors in connection with any disposition of assets pursuant to
Section 10.4(b), in each case pursuant to a supplement to the applicable
Foreign Security Documents in form and substance reasonably satisfactory to the
Administrative Agent (or pledge arrangements in relation to the Obligations of
the UK Borrower, in a form and to an extent agreed between the US Borrower and
the Administrative Agent, but to be substantially consistent (taking into
account the scope of customary collateral arrangements in the applicable
jurisdiction) with the scope of the pledge arrangements entered into pursuant
to the Foreign Security Documents); provided,


 


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that
the US Borrower and any such Subsidiary shall not be required to comply with
the requirements of subclause (i) above with respect to any Permitted
Acquisition of any such Subsidiary of the UK Borrower or of any such Foreign
Subsidiary Guarantor to the extent that the aggregate amount of (x) all
Indebtedness incurred pursuant to Section 10.1(j) and (k) and
outstanding at such time pursuant to which the US Borrower or the UK Borrower,
as the case may be, has utilized (and at such time continues to utilize) the
proviso to Section 10.1(j)(i)(y) or 10.1(k)(i)(y), respectively, and
(y) the fair market value at the time such investment was made of all
investments made pursuant to Section 10.5(j) as to which the US
Borrower or the UK Borrower, as the case may be, has utilized (and at such time
continues to utilize) the proviso thereto, does not exceed the Guarantee and
Collateral Exception Amount in effect at such time.


 


(c)  Holdings will pledge to the Administrative
Agent, for the benefit of the Lenders, all capital stock of the US Borrower
acquired by it after the Funding Date (including any capital stock issued in
connection with (i) PIK Proceeds Equity Contributions, (ii) loans and
advances made pursuant to Section 10.5(c)(i) and (iii) dividends
paid by the Borrower solely in its capital stock pursuant to Section 10.6)
and the US Borrower will pledge to the Administrative Agent, for the benefit of
the Secured Parties, pursuant to the Pledge Agreement or the UK Pledge
Agreements, as the case may be, all capital stock of the UK Borrower acquired
by it after the Funding Date.


 


(d)  The US Borrower and the UK Borrower agree
that all Indebtedness in excess of $5,000,000 of any of the US Borrower and
each Subsidiary that is owing to any Credit Party party to the Pledge Agreement
shall be evidenced by one or more global promissory notes.


 


9.13.                        Use of Proceeds.  The US Borrower and the UK Borrower will use
the Letters of Credit and the proceeds of all Revolving Credit Loans, all
Extended Revolving Credit Loans and Swingline Loans solely for general
corporate purposes.  The US Borrower and
the UK Borrower will use the proceeds of all Term Loans (other than any Term
Loans funded under the Tranche A Term Loan Commitment pursuant to Section 2.1(a)(i) or
Section 2.1(a)(ii), as applicable, after the Funding Date, any Tranche E
Term Loans funded pursuant to Section 2.1(a)(iv) on the Third
Amendment Effective Date, any Tranche G Term Loans funded pursuant to Section 2.1(a)(v) on
the Fourth Amendment Effective Date, any Tranche H Term Loans deemed made
pursuant to Section 2.1(a)(vi) on the Restatement Date and any
Tranche I Term Loans deemed made pursuant to Section 2.1(a)(vii) on
the Restatement Date), together with the proceeds of the Acquisition Equity
Contribution and the borrowings under the Senior Subordinated Loan Agreement,
to pay the consideration for the Acquisition, to refinance the 2003 Credit
Agreement, PIK Notes (and related fees and prepayment premiums) of PIK Holdco
and certain existing Indebtedness of the Target and to pay Transaction
Expenses.  The US Borrower and the UK
Borrower will use the proceeds of all Tranche A-1 Term Loans and/or Tranche A-2
Term Loans that are funded after the Funding Date pursuant to Section 2.1(a)(iii) solely
for general corporate purposes.  The US
Borrower will (i) use the proceeds of all Tranche E Term Loans funded on
the Third Amendment Effective Date solely to repay in full the outstanding
principal amount of those existing term loans designated as “Tranche D Term
Loans” under the Credit Agreement immediately prior to


 


132

















 


the Third Amendment
Effective Date and to pay fees and expenses in connection with such prepayments
and with the Third Amendment, (ii) use the proceeds of all Tranche G Term
Loans funded on the Fourth Amendment Effective Date solely to repay in full the
outstanding principal amount of those existing term loans designated as “Tranche
F Term Loans” under the Credit Agreement immediately prior to the Fourth
Amendment Effective Date and to pay fees and expenses in connection with such
prepayments and with the Fourth Amendment, (iii) use the aggregate amount
of all Tranche H Term Loans deemed made on the Restatement Date solely to
convert a portion of the outstanding principal amount of those existing term
loans designated as “Tranche E Term Loans” under the Credit Agreement
immediately prior to the Restatement Date, (iv) use the aggregate amount
of all Tranche I Term Loans deemed made on the Restatement Date solely to
convert a portion of the outstanding principal amount of those existing term
loans designated as “Tranche G Term Loans” under the Credit Agreement
immediately prior to the Restatement Date and (v) use the proceeds of all
Incremental Refinancing Term Loans to solely repay Tranche A-1 Term Loans,
Tranche A-2 Term Loans, Tranche E Term Loans and Tranche G Term Loans as
required by Section 5.2.


 


9.14.                        Changes in Business.  The US Borrower, the UK Borrower and the
Subsidiaries, taken as a whole, will not fundamentally and substantively alter
the character of their business, taken as a whole, from the business conducted
by the US Borrower, the UK Borrower and the Subsidiaries, taken as a whole, on
the Funding Date and other business activities incidental or related to any of
the foregoing.


 


9.15.                        Further Assurances.  (a)   
Each of Holdings, the US Borrower and the UK Borrower will, and will
cause each other Credit Party to, execute any and all further documents,
financing statements, agreements and instruments, and take all such further
actions (including the filing and recording of financing statements, fixture
filings, mortgages, deeds of trust and other documents), which may be required
under any applicable law, or which the Administrative Agent or the Required
Lenders may reasonably request, in order to effectuate the transactions
contemplated by the Credit Documents and in order to grant, preserve, protect
and perfect the validity and priority of the security interests created or
intended to be created by the Security Agreement, the Pledge Agreement, any
Foreign Security Document or any Mortgage, all at the expense of Holdings, the
US Borrower and the Restricted Subsidiaries.


 


(b)  If any assets (including any real
estate or improvements thereto or any interest therein) with a book value or
fair market value in excess of $5,000,000 are acquired by the US Borrower, the
UK Borrower or any other Credit Party after the Closing Date (other than assets
constituting Collateral under the Security Agreement or any Foreign Security
Document that become subject to the Lien of the Security Agreement or the
applicable Foreign Security Documents, as the case may be, upon acquisition
thereof) that are of the nature secured by the Security Agreement, any Foreign
Security Document or any Mortgage, as the case may be, the US Borrower will
notify the Administrative Agent and the Lenders thereof, and, if requested by
the Administrative Agent or the Required Lenders, the US Borrower will cause
such assets to be subjected to a Lien securing the applicable Obligations and
will take, and cause the other Credit Parties to take, such actions as shall be
necessary or reasonably requested by the


 


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Administrative Agent to grant and perfect such
Liens, including actions described in paragraph (a) of this Section, all
at the expense of the Credit Parties. 
Any Mortgage delivered to the Administrative Agent in accordance with
the preceding sentence shall be accompanied by (x) a policy or policies of
title insurance issued by a nationally recognized title insurance company
insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged
Property described therein, free of any other Liens except as expressly
permitted by Section 10.2, together with such endorsements, coinsurance
and reinsurance as the Administrative Agent may reasonably request and
(y) an opinion of local counsel to the Borrower (or in the event a
Subsidiary of the Borrower is the Mortgagor, to such Subsidiary) substantially
in the form of Exhibit O-12.


 


(c)  The US Borrower further agrees that, as
promptly as practicable after the Funding Date it shall cause Brockhues to
enter into the German Conditional Security Agreements substantially in the form
attached hereto as Exhibit C-6 immediately upon satisfaction of either of
the following conditions:


 


(i)  Silo Pigmente GmbH and Rockwood Pigmente
Holding GmbH hold together 100% of the partners’ interests (or, following the
change of legal status of Brockhues to a stock corporation, 100% of the shares)
in Brockhues; or


 


(ii)  the legal obligation in the Federal
Republic of Germany changes to the effect that in the reasonable judgment of
the US Borrower, in consultation with the Administrative Agent, the execution
of the German Conditional Security Agreements by Brockhues is possible without
running material legal risks under German law.


 


9.16.                        UK Borrower.  The US Borrower shall ensure that the UK
Borrower is on the Funding Date, and shall at all times thereafter be, a direct
wholly owned Subsidiary of the US Borrower, and Holdings and the US Borrower
agree that the UK Borrower is not permitted to be sold, transferred or
otherwise disposed of pursuant to Section 10.4.


 


9.17.                        Sale and Purchase Agreement.  The US Borrower and any applicable Restricted
Subsidiary shall not amend or waive any of the terms of the Sale and Purchase
Agreement in any way that would reasonably be expected to be materially adverse
to the interests of the Lenders.  The US
Borrower and any applicable Restricted Subsidiary shall consult with the Agents
in connection with any litigation or arbitration proceeding to which it is a
party involving the Sale and Purchase Agreement.


 


9.18.                        Post-Closing Obligations.  (a)   
To the extent any of the documents listed in Sections 6.1(e) to 6.1(w) inclusive,
Sections 6.2(b) to 6.2(h) inclusive, Sections 6.2(k) and 6.2
(l), Sections 6.3(c) to 6.3(k) inclusive and Sections 6.6 to 6.8
inclusive shall not be delivered on or prior to the Funding Date or any of the
other documents or actions required to be delivered or taken pursuant to Section 6
shall not be delivered or taken on or prior to the Funding Date, each of the US
Borrower and the UK Borrower (as applicable) shall, on or prior to the Funding
Date, prepare a schedule (the “Post-Closing Schedule”), substantially in
the form of Exhibit T, identifying such


 


134

















 


documents that are not
delivered and/or actions that are not taken and shall (i) deliver, or
cause the applicable Subsidiaries to deliver, the documents listed on the
Post-Closing Schedule to the Administrative Agent within 30 days following the
Funding Date and (ii) take, or cause the applicable Subsidiaries to take,
each of the actions specified in Section 6.2 within 30 days following the
Funding Date; provided, that, without the consent of any Lender, the Administrative
Agent and/or the Collateral Agent may (in their respective sole discretion)
within 30 days following the Funding Date extend such 30 day period on a
one-time basis for an additional period not to exceed 30 days.  It is understood and agreed that any period
available for the delivery of documents and the taking of actions provided by
this Section 9.18 shall not be in addition to, and shall run concurrently
with, any Clean-Up Period provided in Section 7.4.


 


(b)  Each of Holdings, the US Borrower and the
UK Borrower shall, as promptly as practicable after the Funding Date (but in
any event, no later than October 31, 2004), cause (i) the Singapore
Guarantee and the Singapore Security Agreement to be executed by the Singapore Guarantors
and the other Restricted Subsidiaries party thereto, (ii) the Singapore
Pledge Agreements to be executed by the US Borrower and (iii) Section 9.15(a) to
be complied with in respect of such collateral. 
Concurrently with the delivery of the Singapore Guarantee, the Singapore
Security Agreement and the Singapore Pledge Agreements, the Administrative
Agent shall have received an executed legal opinion of Allen &
Gledhill (or such other counsel acceptable to the Administrative Agent, acting
reasonably), in form and substance acceptable to the Administrative Agent,
acting reasonably, delivered to the Administrative Agent and for the benefit of
the Lenders to the US Borrower and the UK Borrower.  Concurrently with the delivery of the
Singapore Pledge Agreements, all outstanding equity interests in whatever form
owned by or on behalf of each pledgor under the Singapore Pledge Agreements
shall have been pledged pursuant to the Singapore Pledge Agreements and the
Administrative Agent shall have received all certificates representing
securities pledged under the Singapore Pledge Agreements, accompanied by
instruments of transfer and undated stock powers endorsed in blank.


 


(c)  The US Borrower agrees that, as promptly
as practicable after the Funding Date (but in any event, no later than October 31,
2004), it shall cause Rockwood Specialties GmbH to exercise its voting rights
in each of Silo Pigmente GmbH and Rockwood Pigmente Holding GmbH to the effect
that:


 


(i)  a partners’ resolution of Brockhues shall
be passed to resolve that Silo Pigmente GmbH and Rockwood Pigmente Holding GmbH
may pledge all of the partners’ interests in Brockhues owned by them in favor
of the Administrative Agent; and


 


(ii)  Silo Pigmente GmbH and Rockwood Pigmente
Holding GmbH shall pledge all of the partners’ interests in Brockhues owned by
them in the form substantially set forth in Exhibit C-7 hereto following
the partners’ resolution described in clause (i) above.


 


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SECTION 10.                          Negative Covenants


 


Each of Holdings (with respect to Section 10.3(B) and
Section 10.6 only), the US Borrower and the UK Borrower hereby covenant
and agree that on the Funding Date and thereafter, for so long as this
Agreement is in effect and until the Commitments, the Swingline Commitment and
each Letter of Credit have terminated and the Loans and Unpaid Drawings,
together with interest, Fees and all other Obligations incurred hereunder, are
paid in full:


 


10.1.                        Limitation on Indebtedness.  The US Borrower and the UK Borrower will not,
and will not permit any of the Restricted Subsidiaries to, create, incur,
assume or suffer to exist any Indebtedness, except:


 


(a) 
Indebtedness arising under the Credit Documents and arising under any Revolver
Refinancing Indebtedness;


 


(b) 
Indebtedness of (i) the US Borrower to any Subsidiary of the US Borrower
and (ii) any Subsidiary to the US Borrower or any other Restricted
Subsidiary of the US Borrower;


 


(c) 
Indebtedness in respect of any bankers’ acceptance, letter of credit, warehouse
receipt or similar facilities entered into in the ordinary course of business;


 


(d) 
except as provided in clauses (j) and (k) below, Guarantee
Obligations incurred by (i) Restricted Subsidiaries in respect of
Indebtedness of the US Borrower or other Restricted Subsidiaries that is
permitted to be incurred under this Agreement and (ii) the US Borrower in
respect of Indebtedness of the Restricted Subsidiaries that is permitted to be
incurred under this Agreement; provided, that there shall be no
Guarantee Obligations (a) by a Restricted Foreign Subsidiary of any
Indebtedness of the US Borrower and (b) in respect of the Permitted
Subordinated Debt, Permitted Senior Subordinated Debt or Permitted Additional
Notes, unless such Guarantee Obligations are made by a Guarantor (other than
Holdings) and such Guarantee is unsecured and subordinated (other than in the
case of Permitted Additional Notes which are senior notes) to the Obligations
to the same extent as the applicable Permitted Subordinated Debt or Permitted
Senior Subordinated Debt, as the case may be;


 


(e) 
Guarantee Obligations incurred in the ordinary course of business in respect of
obligations to suppliers, customers, franchisees, lessors and licensees;


 


(f) 
(i) Indebtedness (including Indebtedness arising under Capital Leases)
incurred within 270 days of the acquisition, construction or improvement
of fixed or capital assets to finance the acquisition, construction or
improvement of such fixed or capital assets or otherwise incurred in respect of
Capital Expenditures permitted by Section 10.11, (ii) Indebtedness
arising under Capital Leases entered into in connection with Permitted Sale
Leasebacks and (iii) Indebtedness arising under Capital Leases, other than
Capital Leases in effect on the Fourth Amendment Effective Date and Capital
Leases entered into pursuant to


 


136

















 


subclauses (i) and
(ii) above; provided, that the aggregate amount of Indebtedness
incurred pursuant to this subclause (iii) shall not exceed
$75,000,000 at any time outstanding, and (iv) any refinancing, refunding,
renewal or extension of any Indebtedness specified in subclause (i), (ii) or
(iii) above; provided  further, that the principal amount
thereof is not increased above the principal amount thereof outstanding
immediately prior to such refinancing, refunding, renewal or extension;


 


(g) 
Indebtedness outstanding on the Closing Date and listed on Schedule 10.1,
and any refinancing, refunding, renewal or extension thereof; provided,
that (i) the principal amount thereof is not increased above the principal
amount thereof outstanding immediately prior to such refinancing, refunding,
renewal or extension, except to the extent otherwise permitted hereunder and
(ii) the direct and contingent obligors with respect to such Indebtedness
are not changed;


 


(h) 
Indebtedness in respect of Hedge Agreements;


 


(i) 
Indebtedness in respect of (i) Permitted Subordinated Debt, and
(ii) Permitted Senior Subordinated Debt and (iii) Permitted
Additional Notes, in each case, subject, in the case of any Guarantee
Obligations in respect thereof, to clause (d) above;


 


(j) 
(i) Indebtedness of a Person or Indebtedness attaching to assets of a
Person that, in either case, becomes a Restricted Subsidiary or Indebtedness
attaching to assets that are acquired by the US Borrower or any Restricted
Subsidiary, in each case after the Closing Date as the result of a Permitted
Acquisition; provided, that (w) such Indebtedness existed at the
time such Person became a Restricted Subsidiary or at the time such assets were
acquired and, in each case, was not created in anticipation thereof,
(x) such Indebtedness is not guaranteed in any respect by the US Borrower
or any Restricted Subsidiary (other than any such Person that so becomes a
Restricted Subsidiary), (y)(A) the capital stock of such Person is pledged
to the Administrative Agent to the extent required under Section 9.11 or
Section 9.12 and (B) such Person executes a supplement to each of the
Guarantee, the Security Agreement, the applicable Foreign Guarantee and/or the
applicable Foreign Security Documents and the Pledge Agreement (or alternative
guarantee and security arrangements in relation to the Obligations) to the
extent required under Sections 9.11 or 9.12, as applicable; provided,
that the requirements of this subclause (y) shall not apply to an
aggregate amount at any time outstanding of up to (and including) the Guarantee
and Collateral Exception Amount at such time of the aggregate of (1) such Indebtedness
and (2) all Indebtedness as to which the proviso to clause (k)(i)(y) below
then applies, and (z) in respect of any such Indebtedness incurred on and
after the Fourth Amendment Effective Date, the aggregate amount of such
Indebtedness and all Indebtedness incurred under clause (k) below,
when taken together, does not exceed $450,000,000 in the aggregate at any time
outstanding, and (ii) any refinancing, refunding, renewal or extension of
any Indebtedness specified in


 


137

















 


subclause (i) above;
provided, that except to the extent otherwise permitted hereunder,
(x) the principal amount of any such Indebtedness is not increased above
the principal amount thereof outstanding immediately prior to such refinancing,
refunding, renewal or extension and (y) the direct and contingent obligors
with respect to such Indebtedness are not changed;


 


(k) 
(i) Indebtedness of the US Borrower or any Restricted Subsidiary incurred
to finance a Permitted Acquisition; provided, that (x) such
Indebtedness is not guaranteed in any respect by any Restricted Subsidiary
(other than any Person acquired (the “acquired Person”) as a result of
such Permitted Acquisition or the Restricted Subsidiary so incurring such
Indebtedness) or, in the case of Indebtedness of any Restricted Subsidiary, by
the US Borrower, (y)(A) the US Borrower or such Restricted Subsidiary
pledges the capital stock of such acquired Person to the Administrative Agent
to the extent required under Section 9.11 or Section 9.12 and
(B) such acquired Person executes a supplement to the Guarantee, the
Security Agreement, the applicable Foreign Guarantee and/or the applicable
Foreign Security Documents and the Pledge Agreement (or alternative guarantee
and security arrangements in relation to the Obligations) to the extent
required under Sections 9.11 or 9.12, as applicable; provided, that
the requirements of this subclause (y) shall not apply to an
aggregate amount at any time outstanding of up to (and including) the amount of
the Guarantee and Collateral Exception Amount at such time of the aggregate of
(1) such Indebtedness and (2) all Indebtedness as to which the
proviso to clause (j)(i)(y) above then applies, and (z) in
respect of any such Indebtedness incurred on and after the Fourth Amendment
Effective Date, the aggregate amount of such Indebtedness and all Indebtedness
assumed or permitted to exist under clause (j) above, when taken
together, does not exceed $450,000,000 in the aggregate at any time
outstanding, and (ii) any refinancing, refunding, renewal or extension of
any Indebtedness specified in subclause (i) above; provided,
that (x) the principal amount of any such Indebtedness is not increased
above the principal amount thereof outstanding immediately prior to such
refinancing, refunding, renewal or extension and (y) the direct and
contingent obligors with respect to such Indebtedness are not changed, except
to the extent otherwise permitted hereunder;


 


(l) 
(i) Indebtedness of Restricted Foreign Subsidiaries existing as of the
Fourth Amendment Effective Date and any refinancing, refunding, renewal or
extension thereof; provided, that the principal amount thereof is not
increased above the principal amount thereof outstanding as of the Fourth
Amendment Effective Date and (ii)(x) Indebtedness of Restricted Foreign
Subsidiaries incurred after the Fourth Amendment Effective Date in an aggregate
amount at any time outstanding not to exceed $150,000,000;


 


(m) 
(i) Indebtedness incurred in connection with any Permitted Sale Leaseback
and (ii) any refinancing, refunding, renewal or extension of any
Indebtedness specified in subclause (i) above; provided, that,
except to the extent otherwise permitted hereunder, (x) the principal
amount of any such Indebtedness is not increased above the principal amount
thereof outstanding immediately prior


 


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to such refinancing,
refunding, renewal or extension and (y) the direct and contingent obligors
with respect to such Indebtedness are not changed;


 


(n) 
(i) additional Indebtedness incurred and outstanding pursuant to this
clause (n) prior to the Restatement Date, (ii) additional
Indebtedness incurred after the Restatement Date in an aggregate amount not to
exceed $1,000,000,000 at any time outstanding; provided, that with
respect to any Indebtedness incurred pursuant to this subclause (ii) of
this clause (n) on or after the Restatement Date the Net Cash Proceeds
therefrom are (A) applied, immediately after the receipt thereof, to the
prepayment of Term Loans in accordance with Section 5.2 to the extent
required thereby or (B) to the extent not required to be so applied, used
solely for Permitted Acquisitions or other general corporate purposes of the
Borrowers and the Subsidiaries; provided, further that any Net
Cash Proceeds of such Indebtedness applied, immediately after the receipt
thereof, to the prepayment of Term Loans in accordance with Section 5.2
will not reduce the portion of such $1,000,000,000 available pursuant to this
subclause (ii) of this clause (n) and (iii) any refinancing,
refunding, renewal or extension of any Indebtedness specified in sub-clauses (i) and
(ii) above; provided, that in the case of any such refinancing,
refunding, renewal or extension relating to Indebtedness under sub-clause (i),
the principal amount thereof is not increased above the principal amount
thereof outstanding as of the Restatement Date;


 


(o) 
Indebtedness in respect of Permitted Additional Subordinated Notes to the
extent that the Net Cash Proceeds therefrom are, immediately after the receipt
thereof, applied to the prepayment of Term Loans in accordance with Section 5.2;


 


(p) 
the incurrence by the US Borrower or any Restricted Subsidiary of Indebtedness
represented by letters of credit, bank guarantees or other similar instruments;
provided, that such Indebtedness shall not exceed $50,000,000 in the
aggregate at any time outstanding; and


 


(q) 
Indebtedness incurred by the US Borrower to the extent that the Net Cash
Proceeds therefrom are, immediately after the receipt thereof, applied solely
to the prepayment of Tranche A-1 Term Loans, Tranche A-2 Term Loans, Tranche E
Term Loans and Tranche G Term Loans in accordance with Section 5.2; provided,
that (A) the terms of such Indebtedness will not provide for any scheduled
repayment, mandatory redemption or sinking fund obligations prior to the
Tranche I Term Loan Maturity Date (other than customary offers to repurchase
upon a change of control, asset sale or event of loss and customary
acceleration rights after an event of default) and (B) no Subsidiary of
the US Borrower (other than the UK Borrower) is a borrower or guarantor with
respect to such Indebtedness unless such Subsidiary is a Credit Party which
shall have previously or substantially concurrently guaranteed the Obligations.


 


10.2.                        Limitation on Liens.  The US Borrower and the UK Borrower will not,
and will not permit any of the Restricted Subsidiaries to, create, incur,
assume or


 


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suffer to exist any Lien
upon any property or assets of any kind (real or personal, tangible or
intangible) of the US Borrower or any Restricted Subsidiary, whether now owned
or hereafter acquired, except:


 


(a) 
Liens arising under the Credit Documents;


 


(b) 
Permitted Liens;


 


(c) 
Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided,
that such Liens attach at all times only to the assets so financed;


 


(d) 
Liens existing on the Closing Date and listed on Schedule 10.2;


 


(e) 
the replacement, extension or renewal of any Lien permitted by clauses (a) through
(d) above and clauses (f) and (g) of this Section 10.2 upon
or in the same assets theretofore subject to such Lien or the replacement,
extension or renewal (without increase in the amount or change in any direct or
contingent obligor except to the extent otherwise permitted hereunder) of the
Indebtedness secured thereby;


 


(f) 
Liens existing on the assets of any Person that becomes a Restricted
Subsidiary, or existing on assets acquired, pursuant to a Permitted Acquisition
to the extent the Liens on such assets secure Indebtedness permitted by
Section 10.1(j); provided, that such Liens attach at all times only
to the same assets that such Liens attached to, and secure only the same
Indebtedness that such Liens secured, immediately prior to such Permitted
Acquisition;


 


(g) 
(i) Liens placed upon the capital stock of any Restricted Subsidiary
acquired pursuant to a Permitted Acquisition to secure Indebtedness of the US
Borrower or any other Restricted Subsidiary incurred pursuant to
Section 10.1(k) in connection with such Permitted Acquisition and
(ii) Liens placed upon the assets of such Restricted Subsidiary to secure
a guarantee by such Restricted Subsidiary or any such Indebtedness of the US
Borrower or any other Restricted Subsidiary;


 


(h) 
(i) Liens existing as of the Fourth Amendment Effective Date and any
replacement, extension or renewal (without increase in the amount or change in
any direct or contingent obligor except to the extent otherwise permitted
hereunder) of the Indebtedness secured thereby and (ii) additional Liens
incurred after the Fourth Amendment Effective Date so long as the aggregate
principal amount of the obligations so secured does not exceed $75,000,000 at
any time outstanding;


 


(i) 
Liens securing Indebtedness permitted pursuant to Section 10.1(p); provided,
that if such Liens shall exist on any Collateral, the beneficiaries thereof (or
an agent on their behalf) shall have entered into an intercreditor agreement
with the Collateral Agent that is reasonably satisfactory to the Collateral
Agent;


 


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(j) 
Liens securing Revolver Refinancing Indebtedness permitted pursuant to Section 10.1(a);
and


 


(k) 
Liens securing Indebtedness permitted pursuant to Section 10.1(q);
provided, that such Liens may be either a first priority Lien on the Collateral
that is pari passu with the Lien securing the Obligations or a Lien ranking
junior to the Lien on the Collateral securing the Obligations (but may not be
secured by any other assets that are not Collateral) and, in any such case, the
beneficiaries thereof (or an agent on their behalf) shall have entered into an
intercreditor agreement with the Collateral Agent that is reasonably
satisfactory to the Collateral Agent.


 


10.3.                        Limitation on Fundamental Changes.  (A) Except as expressly permitted by Section 10.4
or 10.5, each of the US Borrower and the UK Borrower will not, and will not
permit any of the Restricted Subsidiaries to, enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign,
transfer or otherwise dispose of, all or substantially all its business units,
assets or other properties, except that:


 


(a) 
any Subsidiary of the US Borrower or any other Person may be merged or
consolidated with or into the US Borrower; provided, that (i) the
US Borrower shall be the continuing or surviving corporation or the Person
formed by or surviving any such merger or consolidation (if other than the US
Borrower) shall be an entity organized or existing under the laws of the United
States, any state thereof, the District of Columbia or any territory thereof
(the US Borrower or such Person, as the case may be, being herein referred to
as the “Successor Borrower”), (ii) the Successor Borrower (if other
than the US Borrower) shall expressly assume all the obligations of the US
Borrower under this Agreement and the other Credit Documents pursuant to a
supplement hereto or thereto in form reasonably satisfactory to the
Administrative Agent, (iii) no Default or Event of Default would result
from the consummation of such merger or consolidation, (iv) the Successor
Borrower shall be in compliance, on a pro  forma basis after
giving effect to such merger or consolidation, with the covenants set forth in
Sections 10.9 and 10.10, as such covenants are recomputed as at the last
day of the most recently ended Test Period under such Section as if such
merger or consolidation had occurred on the first day of such Test Period,
(v) each Guarantor, unless it is the other party to such merger or
consolidation, shall have by a supplement to the Guarantee confirmed that its
Guarantee shall apply to the Successor Borrower’s obligations under this
Agreement, (vi) each Subsidiary grantor and each Subsidiary pledgor,
unless it is the other party to such merger or consolidation, shall have by a
supplement to the Security Agreement or the Pledge Agreement, as applicable,
confirmed that its obligations thereunder shall apply to the Successor Borrower’s
obligations under this Agreement, (vii) each mortgagor of a Mortgaged
Property, unless it is the other party to such merger or consolidation, shall
have by an amendment to or restatement of the applicable Mortgage confirmed
that its obligations thereunder shall apply to the Successor Borrower’s
obligations under this Agreement, and (viii) the US Borrower shall have
delivered to the Administrative Agent an officer’s certificate and an opinion


 


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of counsel, each stating
that such merger or consolidation and such supplement to this Agreement or any
Security Document comply with this Agreement; provided  further,
that if the foregoing are satisfied, the Successor Borrower (if other than the
US Borrower) will succeed to, and be substituted for, the US Borrower under
this Agreement;


 


(b) 
any Subsidiary of the UK Borrower or any other Person may be merged or
consolidated with or into the UK Borrower, provided, that (i) the
UK Borrower shall be the continuing or surviving corporation or the Person formed
by or surviving any such merger or consolidation (if other than the UK
Borrower) shall be a corporation organized or existing under the laws of
England and Wales (the UK Borrower or such Person, as the case may be, being
herein referred to as the “Successor UK Borrower”), (ii) the
Successor UK Borrower (if other than the UK Borrower) shall expressly assume
all the obligations of the UK Borrower under this Agreement and the other
Credit Documents pursuant to a supplement hereto or thereto in form reasonably
satisfactory to the Administrative Agent, (iii) no Default or Event of
Default would result from the consummation of such merger or consolidation,
(iv) the US Borrower shall be in compliance, on a pro  forma
basis after giving effect to such merger or consolidation, with the covenants
set forth in Sections 10.9 and 10.10, as such covenants are recomputed as
at the last day of the most recently ended Test Period under such Section as
if such merger or consolidation had occurred on the first day of such Test
Period, (v) the US Borrower, each Guarantor and each Foreign Subsidiary
Guarantor, unless it is the other party to such merger or consolidation, shall
have by a supplement to the Guarantee or Foreign Subsidiary Guarantee, as the
case may be, confirmed that its Guarantee or Foreign Subsidiary Guarantee, as
the case may be, shall apply to the Successor UK Borrower’s obligations under
this Agreement, (vi) each grantor and each pledgor, unless it is the other
party to such merger or consolidation, shall have by a supplement to the
applicable Security Document confirmed that its obligations thereunder shall
apply to the Successor UK Borrower’s obligations under this Agreement,
(vii) each mortgagor of a Mortgaged Property, unless it is the other party
to such merger or consolidation, shall have by an amendment to or restatement
of the applicable Mortgage confirmed that its obligations thereunder shall
apply to the Successor UK Borrower’s obligations under this Agreement, and
(viii) the UK Borrower shall have delivered to the Administrative Agent an
officer’s certificate and an opinion of counsel, each stating that such merger
or consolidation, such supplement to this Agreement or any Security Document
and such amendment or restatement to any applicable Mortgage, as the case may
be, comply with this Agreement; provided  further, that if the
foregoing are satisfied, the Successor UK Borrower (if other than the UK
Borrower) will succeed to, and be substituted for, the UK Borrower under this
Agreement;


 


(c) 
any Subsidiary of the US Borrower (other than the UK Borrower) or any other
Person may be merged or consolidated with or into any one or more Subsidiaries
of the US Borrower (other than the UK Borrower); provided, that
(i) in the case of any merger or consolidation involving one or more
Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the
continuing or surviving


 


142

















 


corporation or
(B) the US Borrower shall take all steps necessary to cause the Person formed
by or surviving any such merger or consolidation (if other than a Restricted
Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any
merger or consolidation involving one or more Guarantors and/or Foreign
Subsidiary Guarantors, as the case may be, a Guarantor or Foreign Subsidiary
Guarantor, as the case may be, shall be the continuing or surviving corporation
or the Person formed by or surviving any such merger or consolidation (if other
than a Guarantor or Foreign Subsidiary Guarantor, as the case may be) shall
execute a supplement to the Guarantee Agreement, the Pledge Agreement and the
Security Agreement and any applicable Mortgage or the analogous Foreign
Security Documents, as the case may be, in form and substance reasonably satisfactory
to the Administrative Agent in order to become a Guarantor or Foreign
Subsidiary Guarantor, as the case may be, and pledgor, mortgagor and grantor of
Collateral for the benefit of the Secured Parties, (iii) no Default or
Event of Default would result from the consummation of such merger or
consolidation, (iv) the US Borrower shall be in compliance, on a pro
forma basis after giving effect to such merger or consolidation, with
the covenants set forth in Sections 10.9 and 10.10, as such covenants are
recomputed as at the last day of the most recently ended Test Period under such
Section as if such merger or consolidation had occurred on the first day
of such Test Period, and (v) the US Borrower shall have delivered to the
Administrative Agent an Officers’ Certificate stating that such merger or
consolidation and such supplements to any Security Document comply with this
Agreement;


 


(d) 
any Restricted Subsidiary that is not a Guarantor or a Foreign Subsidiary
Guarantor may sell, lease, transfer or otherwise dispose of any or all of its
assets (upon voluntary liquidation or otherwise) to the US Borrower, the UK
Borrower, a Guarantor, a Foreign Subsidiary Guarantor or any other Restricted
Subsidiary of the US Borrower;


 


(e) 
any Guarantor or any Foreign Subsidiary Guarantor may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary liquidation or
otherwise) to the US Borrower, the UK Borrower or any other Guarantor or
Foreign Subsidiary Guarantor; and


 


(f) 
any Restricted Subsidiary (other than the UK Borrower) may liquidate or
dissolve if (x) the US Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the US Borrower and is
not materially disadvantageous to the Lenders and (y) to the extent such Restricted Subsidiary is a Credit Party, any
assets or business not otherwise disposed of or transferred in accordance with Section 10.4
or 10.5, or, in the case of any such business, discontinued, shall be
transferred to, or otherwise owned or conducted by, another Credit Party after
giving effect to such liquidation or dissolution.


 


(B) Holdings will not engage in any business or
activity other than (a) the ownership of all the outstanding shares of
capital stock of the US Borrower, (b) maintaining its corporate existence,
(c) participating in tax, accounting and other


 


143

















 


administrative matters as a member of the
consolidated group of Parent, (d) the performance of the Credit Documents
to which it is a party, (e) making any Dividend permitted by
Section 10.6 or holding any cash received in connection with Dividends
made by the US Borrower in accordance with Section 10.6 pending
application thereof by Holdings in the manner contemplated by Section 10.6,
(f) the performance of the 2011 Senior Notes Indenture, (g) the
issuance of PIK Refinancing Indebtedness or PIK Refinancing Preferred Stock and
the performance under such PIK Refinancing Indebtedness or PIK Refinancing
Preferred Stock, (h) so long as no Default or Event of Default has
occurred and is continuing, the prepayment, repurchase, retirement or
redemption of the 2011 Senior Notes, PIK Refinancing Indebtedness and/or PIK
Refinancing Preferred Stock (x) from the proceeds of Dividends received in
accordance with Section 10.6(g) and (y) from the amount of any
capital contributions made in cash to Holdings from and including the Business
Day immediately following the Closing Date through and including the date of
such redemption, repurchase or retirement, including contributions with the
proceeds from any issuance of equity securities by any of the Parent Companies
or Holdings and (i) activities incidental to the businesses or activities
described in clauses (a) to (h) of this Section 10.3(B).  Holdings will not own or acquire any assets
(other than shares of capital stock of the US Borrower, cash and Permitted
Investments) or incur any liabilities (other than liabilities under the Credit
Documents, liabilities under its guarantee of the Subordinated Notes and the
Senior Subordinated Notes (provided, that Holdings shall not guarantee
the Subordinated Notes or the Senior Subordinated Notes unless
(x) Holdings also has guaranteed the Obligations pursuant to the
Guarantee, (y) such guarantee of the Subordinated Notes or the Senior
Subordinated Notes is unsecured and subordinated to such guarantee of the
Obligations on terms no less favorable to the Lenders than the subordination
provisions of the Subordinated Notes or the Senior Subordinated Notes, as the
case may be, and (z) such guarantee of the Subordinated Notes or the
Senior Subordinated Notes provides for the release and termination thereof,
without action by any party, upon any release and termination of such guarantee
of the Obligations), liabilities under the 2011 Senior Notes Indenture,
liabilities in respect of PIK Refinancing Indebtedness or PIK Refinancing
Preferred Stock and liabilities imposed by law, including tax liabilities, and
other liabilities incidental to its existence and business and activities
permitted by this Agreement).


 


10.4.                        Limitation on Sale of Assets.  Each of the US Borrower and the UK Borrower
will not, and will not permit any of the Restricted Subsidiaries to,
(i) convey, sell, lease, assign, transfer or otherwise dispose of any of
its property, business or assets (including receivables and leasehold
interests), whether now owned or hereafter acquired (other than any such sale,
transfer, assignment or other disposition resulting from any casualty or
condemnation of any assets of the US Borrower or the Restricted Subsidiaries)
or (ii) sell to any Person (other than the US Borrower, a Guarantor or a
Restricted Foreign Subsidiary) any shares owned by it of any Restricted
Subsidiary’s capital stock, except that:


 


(a) 
the US Borrower and the Restricted Subsidiaries may sell, transfer or otherwise
dispose of used or surplus equipment, vehicles, inventory and other assets in
the ordinary course of business;


 


144

















 


(b) 
the US Borrower and the Restricted Subsidiaries may sell, transfer or otherwise
dispose of other assets (other than accounts receivable) for fair value, provided,
that in the case of any such sale, transfer or other disposition on and after
the Restatement Date (i) the amount of any such sale, transfer or
disposal, together with the aggregate amount of any previous sales, transfers
and disposals made by the US Borrower and the Restricted Subsidiaries, taken as
a whole, pursuant to this clause (b) on and after the Restatement
Date, shall not exceed in the aggregate an amount equal to 20% of Consolidated
Total Assets as of March 31, 2009, (ii) any consideration in excess
of $5,000,000 received by the US Borrower or any Guarantor in connection with
such sales, transfers and other dispositions of assets pursuant to this
clause (b) that is in the form of Indebtedness shall be pledged to
the Administrative Agent pursuant to Section 9.12, (iii) with respect
to any such sale, transfer or disposition (or series of related sales,
transfers or dispositions) in an aggregate amount in excess of $25,000,000 the
US Borrower shall be in compliance, on a pro  forma basis after
giving effect to such sale, transfer or disposition, with the covenants set
forth in Sections 10.9 and 10.10, as such covenants are recomputed as at
the last day of the most recently ended Test Period under such Sections as if
such sale, transfer or disposition had occurred on the first day of such Test
Period and (iv) after giving effect to any such sale, transfer or
disposition, no Default or Event of Default shall have occurred and be
continuing;


 


(c) 
the US Borrower and the Restricted Subsidiaries may make sales of assets to the
US Borrower or to any Restricted Subsidiary; provided, that any such
sales to Restricted Foreign Subsidiaries shall be for fair value;


 


(d) 
any Restricted Subsidiary may effect any transaction permitted by
Section 10.3;


 


(e) 
in addition to selling or transferring accounts receivable pursuant to the
other provisions hereof, the US Borrower and the Restricted Subsidiaries may
(i) sell or discount without recourse accounts receivable arising in the
ordinary course of business in connection with the compromise or collection
thereof and (ii) sell or transfer accounts receivable and related rights
pursuant to customary receivables financing facilities or factoring
arrangements; provided, that the aggregate amount of accounts receivable
subject to such receivables financing facilities or factoring arrangements at
any one time shall not exceed $200,000,000 or any greater amount so long as any
Net Cash Proceeds in respect of accounts receivable in excess of $200,000,000
subject to such receivables financing facilities or factoring arrangements at
any one time are promptly applied to prepay the Term Loans in the manner set
forth in Sections 5.2(c) and (d); and


 


(f) 
the sale of the Groupe Novasep segment.


 


10.5.                        Limitation on Investments.  The US Borrower will not, and will not permit
any of the Restricted Subsidiaries to, make any advance, loan, extensions of


 


145

















 


credit or capital
contribution to, or purchase any stock, bonds, notes, debentures or other
securities of or any assets of, or make any other investment in, any Person,
except:


 


(a) 
extensions of trade credit and asset purchases in the ordinary course of
business;


 


(b) 
Permitted Investments;


 


(c) 
loans and advances to officers, directors and employees of Parent or any of its
Subsidiaries (i) to finance the purchase of capital stock of Parent (provided,
that the amount of such loans and advances used to acquire such capital stock
shall be contributed by Holdings to the US Borrower in cash as common equity
using the proceeds of prior contributions of common equity by Parent to PIK
Holdco and by PIK Holdco to Holdings, respectively) and (ii) for
additional purposes not contemplated by subclause (i) above in an
aggregate principal amount at any time outstanding with respect to this
clause (ii) not exceeding $25,000,000;


 


(d) 
investments existing on the Closing Date and listed on Schedule 10.5, and
any extensions, renewals or reinvestments thereof, so long as the aggregate
amount of all investments pursuant to this clause (d) is not
increased at any time above the amount of such investments existing on the
Closing Date;


 


(e) 
investments in Hedge Agreements permitted by Section 10.1(h);


 


(f) 
investments received in connection with the bankruptcy or reorganization of
suppliers or customers and in settlement of delinquent obligations of, and
other disputes with, customers arising in the ordinary course of business;


 


(g) 
investments to the extent that payment for such investments is made solely with
capital stock of any of the Parent Companies;


 


(h) 
investments constituting non-cash proceeds of sales, transfers and other
dispositions of assets to the extent permitted by Section 10.4;


 


(i) 
investments in any Guarantor (other than Holdings), the US Borrower, the UK
Borrower or any Foreign Subsidiary Guarantor, and investments (other than
investments representing a Permitted Acquisition or any other acquisition, by
merger or otherwise, of any assets or capital stock or other equity interests
of any Person who is not, immediately prior to such acquisition, a Restricted
Subsidiary) by any Restricted Subsidiary that is not a US Subsidiary Guarantor
or a Foreign Subsidiary Guarantor in another Restricted Subsidiary that is not
a US Subsidiary Guarantor or a Foreign Subsidiary Guarantor;


 


(j) 
investments constituting Permitted Acquisitions; provided, that, in the
case of any Permitted Acquisition on or after the Restatement Date the
aggregate amount of any such investment, as valued at the fair market value of
such


 


146

















 


investment at the time
each such investment is made, made by the US Borrower or any Restricted
Subsidiary in any Restricted Foreign Subsidiary, to the extent that such
Restricted Foreign Subsidiary does not become a Foreign Subsidiary Guarantor
pursuant to Section 9.11 and does not enter into the guarantee and
collateral arrangements contemplated thereby, shall not exceed the Available
Amount at the time of such investment plus an amount equal to any
repayments, interest, returns, profits, distributions, income and similar
amounts actually received in cash in respect of any such investment (which
amount shall not exceed the amount of such investment valued at the fair market
value of such investment at the time such investment was made);


 


(k) 
investments in the equity interests of one or more newly formed persons that
are received in consideration of the contribution by the US Borrower or its
applicable Restricted Subsidiaries of assets (including capital stock) to such
person or persons; provided, that, in the case of any such investment
made on or after the Fourth Amendment Effective Date (i) the fair market
value of such assets, determined on arms-length basis, so contributed pursuant
to this paragraph (k) shall not in the aggregate exceed $150,000,000,
(ii) with respect to investments in Foreign Joint Ventures, the sum of all
investments in Foreign Joint Ventures made pursuant to this Section 10.5(k) prior
to the date thereof and all investment in Foreign Joint Ventures made pursuant
to Section 10.5(m)(ii) below prior to the date thereof, when taken
together, as valued at the fair market value of such investment at the time
each such investment is made, does not exceed $250,000,000 plus an
amount equal to any repayments, interest, returns, profits, distributions,
income and similar amounts actually received in cash in respect of any such
investment (which amount shall not exceed the amount of such investment valued
at the fair market value of such investment at the time such investment was
made) in the aggregate and (iii) in respect of each such contribution, an
Authorized Officer of the US Borrower shall certify, in a form to be
agreed upon by the US Borrower and the Administrative Agent (x) after
giving effect to such contribution, no Default or Event of Default shall have
occurred and be continuing, (y) the fair market value of the assets so
contributed and (z) that the requirements of paragraph (i) of
this proviso remain satisfied;


 


(l) 
investments made to repurchase or retire common stock of Parent owned by any
employee stock ownership plan or key employee stock ownership plan of the
Parent Companies, Holdings or the US Borrower;


 


(m) 
(i) additional investments (including investments in Minority Investments
and Unrestricted Subsidiaries) made under this clause (m) prior to the
Restatement Date or (ii) such additional investments (including
investments in Minority Investments and Unrestricted Subsidiaries) made
thereafter, as valued at the fair market value of such investment at the time
each such investment is made, in an aggregate amount at the time of such
investment not in excess of the Available Amount at such time plus an
amount equal to any repayments, interest, returns, profits, distributions,
income and similar amounts actually received in cash in respect of any such
investment (which amount shall not exceed the


 


147

















 


amount of such investment
valued at the fair market value of such investment at the time such investment
was made); provided, that with respect to investments in Foreign Joint Ventures
made on or after the Restatement Date, the sum of all investments in Foreign
Joint Ventures made pursuant to Section 10.5 (k) above prior to the
date thereof and all investment in Foreign Joint Ventures made pursuant to this
Section 10.5(m)(ii) prior to the date thereof, when taken together,
as valued at the fair market value of such investment at the time each such
investment is made, does not exceed $250,000,000 plus an amount equal to
any repayments, interest, returns, profits, distributions, income and similar
amounts actually received in cash in respect of any such investment (which
amount shall not exceed the amount of such investment valued at the fair market
value of such investment at the time such investment was made) in the
aggregate;


 


(n) 
investments permitted under Section 10.6; and


 


(o) 
contributions to a “rabbi” trust within
the meaning of Revenue Procedure 92-64 or contributions to a trust which is
qualified under Section 401(a) of the Code or other grantor trust
subject to the claims of creditors in the case of a bankruptcy of the US
Borrower.


 


10.6.                        Limitation on Dividends.  Neither Holdings nor the US Borrower will
declare or pay any dividends (other than, (a) in respect of Holdings,
dividends payable solely in its capital stock or rights, warrants or options to
purchase its capital stock and (b) in respect of the US Borrower,
dividends payable solely in its capital stock) or return any capital to its
stockholders or make any other distribution, payment or delivery of property or
cash to its stockholders as such, or redeem, retire, purchase or otherwise
acquire, directly or indirectly, for consideration, any shares of any class of
its capital stock or the capital stock of any direct or indirect parent now or
hereafter outstanding (or any options or warrants or stock appreciation rights
issued with respect to any of its capital stock), or set aside any funds for
any of the foregoing purposes, or permit any of the Restricted Subsidiaries to
purchase or otherwise acquire for consideration (other than in connection with
an investment permitted by Section 10.5) any shares of any class of the
capital stock of Holdings or the US Borrower, now or hereafter outstanding (or
any options or warrants or stock appreciation rights issued with respect to any
of its capital stock) (all of the foregoing “Dividends”); provided,
that, so long as no Default or Event of Default exists or would exist after
giving effect thereto subject to the last sentence of this Section,
(a) each of Holdings and the US Borrower may redeem in whole or in part
any of its capital stock for another class of capital stock or rights to
acquire its capital stock or with proceeds from substantially concurrent equity
contributions or issuances of new shares of its capital stock; provided,
that such other class of capital stock contains terms and provisions at least
as advantageous to the Lenders in all respects material to their interests as
those contained in the capital stock redeemed thereby, (b) Holdings may
repurchase shares of its capital stock (or any options or warrants or stock
appreciation rights issued with respect to any of its capital stock) held by
officers, directors and employees of Parent and its Subsidiaries, with the
proceeds of dividends from the US Borrower which shall also be permitted, so
long as such repurchase is pursuant to, and in accordance with the terms of,
management and/or


 


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employee stock plans,
stock subscription agreements or shareholder agreements, (c) the US
Borrower and the Restricted Subsidiaries may make investments permitted by
Section 10.5, (d) each of Holdings and the US Borrower may pay
dividends to, seriatim, Holdings and any Parent Company; provided, that
(i) the aggregate amount of such dividends (without duplication) paid
pursuant to this clause (d) shall not at any time exceed 50% of
Cumulative Consolidated Net Income Available to Stockholders at such time less
the amount of dividends previously paid pursuant to this clause (d) following
the last day of the most recent fiscal quarter for which Section 9.1
Financials have been delivered to the Lenders under Section 9.1 and
(ii) at the time of the payment of any such dividends and after giving
effect thereto, the Consolidated Total Debt to Consolidated EBITDA Ratio on the
date of such payment of such dividends shall be less than 3.50:1.00,
(e) each of the US Borrower and Holdings may declare and pay dividends
and/or make distributions on its capital stock, as applicable, the proceeds of
which will be used by Parent solely to pay taxes of Parent, PIK Holdco,
Holdings, the US Borrower and the Subsidiaries as part of a consolidated tax
filing group, along with franchise taxes, administrative and similar expenses
related to its existence and ownership of PIK Holdco, Holdings, the US
Borrower, as applicable; provided, that the amount of such dividends
does not exceed in any fiscal year the amount of such taxes and expenses
payable for such fiscal year (it being understood that such expenses shall in
no event exceed $5,000,000 in the aggregate per fiscal year, except that such
expenses may exceed $5,000,000 in fiscal year 2007; provided, that such
expenses for the period from the Fourth Amendment Effective Date to December 31,
2007 shall in no event exceed $5,000,000 in the aggregate), (f) the US
Borrower may declare and pay dividends and/or make distributions on its capital
stock, the proceeds of which will be used by Holdings on and after August 15,
2007 solely to pay cash interest, if any, of the 2011 Senior Notes as and to
the extent that payment of such interest in cash is required by the 2011 Senior
Notes Indenture, (g) the US Borrower and Holdings may declare and pay dividends
and/or make distributions on its capital stock, as applicable, from Available
Excess Cash Flow, the proceeds of which will be used by Holdings and PIK Holdco
solely to redeem, repurchase or retire 2011 Senior Notes, PIK Notes, PIK
Refinancing Preferred Stock or PIK Refinancing Indebtedness if (x) at the
time of the payment of such dividends and after giving effect thereto the
Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such
payment of such dividends shall be less than 2.25 to 1.00 and (y) the US
Borrower applies an amount equal to the proceeds used for such redemption,
repurchase or retirement of 2011 Senior Notes, PIK Notes, PIK Refinancing Preferred Stock or PIK
Refinancing Indebtedness to prepay Term Loans outstanding hereunder in
accordance with Section 5.1 hereof on the date of any such redemption,
repurchase or retirement of 2011 Senior Notes, PIK Notes, PIK Refinancing Preferred Stock or PIK Refinancing Indebtedness (except
to the extent that the US Borrower has already applied not less than 50.0% of
the cumulative amount of Excess Cash Flow for all fiscal years completed after
the Closing Date and prior to the date of such redemption, repurchase or
retirement of 2011 Senior Notes, PIK Notes, PIK Refinancing Preferred Stock or PIK Refinancing Indebtedness pursuant to Section 5.1 or Section 5.2
hereof) and (h) Holdings may issue
PIK Refinancing Indebtedness or PIK Refinancing Preferred Stock in exchange
for, or declare and pay dividends and/or make distributions on its capital
stock from the proceeds of the issuance by Holdings of any PIK Refinancing
Indebtedness or PIK


 


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Refinancing Preferred
Stock to the extent such proceeds are utilized by PIK Holdco substantially
simultaneously with such issuance to redeem, repurchase or retire, PIK Notes or
Permitted Additional PIK Notes of PIK Holdco that are being refinanced or
replaced by such PIK Refinancing Indebtedness or PIK Refinancing Preferred
Stock.  Notwithstanding anything
contained in this Section 10.6 to the contrary, on and after the
Restatement Date until after the first anniversary of the Restatement Date,
neither Holdings nor the US Borrower will be permitted to declare or pay any
Dividends that would otherwise be permitted by subsections (d) and (g) described
above.


 


10.7.                        Limitations on Debt Payments and Amendments.  (a)    Neither the US Borrower nor any Restricted
Subsidiary will prepay, repurchase or redeem or otherwise defease any Senior
Subordinated Notes or any Subordinated Notes as applicable (it being understood
that any payment of principal prior to May 15, 2011, in the case of
Subordinated Notes shall be deemed a prepayment for purposes of this
Section 10.7); provided, however, that the US Borrower may
prepay, repurchase or redeem Senior Subordinated Notes and/or Subordinated
Notes (x) so long as no Default or Event of Default has occurred and is
continuing, for an aggregate price not in excess of the Available Amount at the
time of such prepayment, repurchase or redemption; provided, that to the
extent the Available Amount so utilized is attributable to Excess Cash Flow in
accordance with clause (a)(iii) of the definition of “Available Amount”,
the US Borrower applies an amount equal to the proceeds used for such
prepayment, repurchase or redemption of Senior Subordinated Notes and/or
Subordinated Notes to prepay Term Loans outstanding hereunder in accordance
with Section 5.1 hereof on the date of any such prepayment, repurchase or
redemption of Senior Subordinated Notes and/or Subordinated Notes (except to
the extent that the US Borrower has already applied not less than 50.0% of the
cumulative amount of Excess Cash Flow for all fiscal years completed after the
Closing Date and prior to the date of such prepayment, repurchase or redemption
of Senior Subordinated Notes and/or Subordinated Notes pursuant to Section 5.1
or Section 5.2 hereof), (y) so long as no Event of Default described
in Section 11.1 or 11.5 has occurred and is continuing,  with the
proceeds of subordinated Indebtedness that (1) is permitted by
Section 10.1 and (2) has terms material to the interests of the
Lenders not materially less advantageous to the Lenders than those of the
Senior Subordinated Notes and/or Subordinated Notes, as the case may be or
(z) so long as no Default or Event of Default has occurred and is
continuing, in the case of the Subordinated Notes only, at any time on or after
May 15, 2007 (it being understood that any such prepayment, repurchase or
redemption pursuant to this sub-clause (z) shall be made without
utilization of the Available Amount).


 


(b)  The US Borrower will not waive, amend,
modify, terminate or release the Senior Subordinated Notes Indenture, the
Senior Subordinated Loan Agreement or the Subordinated Note Indenture, to the
extent that any such waiver, amendment, modification, termination or release
would be adverse to the Lenders in any material respect; provided, that
this clause (b) shall not prohibit the repayment of obligations under the
Senior Subordinated Loan Agreement with the Net Cash Proceeds from the issuance
of the Senior Subordinated Notes.


 


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10.8.                        Limitations on Sale Leasebacks.  The US Borrower will not, and will not permit
any of the Restricted Subsidiaries to, enter into or effect any Sale
Leasebacks, other than Permitted Sale Leasebacks.


 


10.9.                        Senior Secured Debt to Consolidated EBITDA Ratio.  The US Borrower will not permit
the Senior Secured Debt to Consolidated EBITDA Ratio for any Test Period ending
during any period set forth below to be greater than the ratio set forth below
opposite such period:


 


	
  Period

  	
   

  	
  Ratio

  
	
  Restatement Date to and including March 31,
  2010

  	
   

  	
  4.40 to 1.00

  
	
  April 1, 2010 to and including
  September 30, 2010

  	
   

  	
  4.25 to 1.00

  
	
  October 1, 2010 and thereafter

  	
   

  	
  4.00 to 1.00

  



 


10.10.                  Consolidated EBITDA to Consolidated Interest Expense Ratio.  The US Borrower will not
permit the Consolidated EBITDA to Consolidated Interest Expense Ratio for
any Test Period ending during any period set forth below to be less than the
applicable ratio set forth below opposite such period:


 


	
  Period

  	
   

  	
  Ratio

  
	
  October 1, 2004 to March 31, 2005

  	
   

  	
  1.60 to 1.00

  
	
  April 1, 2005 to September 30, 2005

  	
   

  	
  1.70 to 1.00

  
	
  October 1, 2005 to March 31, 2007

  	
   

  	
  1.75 to 1.00

  
	
  April 1, 2007 to March 31, 2008

  	
   

  	
  1.85 to 1.00

  
	
  April 1, 2008 to December 31, 2008

  	
   

  	
  1.95 to 1.00

  
	
  January 1, 2009 and thereafter

  	
   

  	
  2.00 to 1.00

  



 


10.11.                  Capital Expenditures.  The US Borrower and the UK Borrower will not,
and will not permit any of the Restricted Subsidiaries to, make any Capital
Expenditures (other than Permitted Acquisitions that constitute Capital
Expenditures), that would cause the aggregate amount of such Capital
Expenditures made by the US Borrower and the Restricted Subsidiaries in any
fiscal year of the US Borrower set forth below to exceed the sum of
(a) the greater of (i) the amount set forth in the table below
opposite such fiscal year and (ii) an amount equal to 10% multiplied by
Consolidated Net Sales for such fiscal year (such greater amount, the “Permitted
Capital Expenditure Amount”) and (b) the Available Amount as of the
last day of such fiscal year (provided, that no portion of the Available
Amount may be used for Capital Expenditures until the entire amount of the sum
of (i) the Permitted Capital Expenditure Amount for such year and
(ii) the carry-forward amount (as defined below in this Section 10.11)
for such year shall have been used to make Capital Expenditures).


 


	
  Period

  	
   

  	
  Amount

  	
   

  
	
  January 1, 2004 to
  December 31, 2004

  	
   

  	
  $

  	
  275,000,000

  	
   

  
	
  January 1, 2005 to
  December 31, 2005

  	
   

  	
  $

  	
  275,000,000

  	
   

  
	
  January 1, 2006 to
  December 31, 2006

  	
   

  	
  $

  	
  240,000,000

  	
   

  



 


151

















 


	
  Period

  	
   

  	
  Amount

  	
   

  
	
  January 1, 2007 to
  December 31, 2007

  	
   

  	
  $

  	
  225,000,000

  	
   

  
	
  January 1, 2008 to
  December 31, 2008

  	
   

  	
  $

  	
  225,000,000

  	
   

  
	
  January 1, 2009 to
  December 31, 2009

  	
   

  	
  $

  	
  225,000,000

  	
   

  
	
  January 1, 2010 to
  December 31, 2010

  	
   

  	
  $

  	
  225,000,000

  	
   

  
	
  January 1, 2011 and
  thereafter

  	
   

  	
  $

  	
  225,000,000

  	
   

  



 


To the extent that Capital Expenditures (other than
Permitted Acquisitions that constitute Capital Expenditures) made by the US
Borrower and the Restricted Subsidiaries during any fiscal year are less than
the Permitted Capital Expenditure Amount for such fiscal year, 100% of such
unused amount (each such amount, a “carry-forward amount”) may be
carried forward to the immediately succeeding fiscal year and utilized to make
such Capital Expenditures in such succeeding fiscal year in the event the
amount set forth above for such succeeding fiscal year has been used (it being
understood and agreed that (a) no carry-forward amount may be carried
forward beyond the first two fiscal years immediately succeeding the fiscal
year in which it arose, (b) no portion of the carry-forward amount
available for any fiscal year may be used until the entire amount of the
Permitted Capital Expenditure Amount for such fiscal year (without giving
effect to such carry-forward amount) shall have been used to make Capital
Expenditures and (c) if the carry-forward amount available for any fiscal
year is the sum of amounts carried forward from each of the two immediately
preceding fiscal years, no portion of such carry-forward amount from the
earlier of the two immediately preceding fiscal years may be used until the
entire portion of such carry-forward amount from the more recent immediately
preceding fiscal year shall have been used for such Capital Expenditures made
in such fiscal year).


 


SECTION 11.                          Events of Default


 


Upon the occurrence of any of the following
specified events (each an “Event of Default”):


 


11.1.                        Payments.  The US Borrower or the UK Borrower shall
(a) default in the payment when due of any principal of the Loans or
(b) default, and such default shall continue for five or more days, in the
payment when due of any interest on the Loans or any Fees or any Unpaid
Drawings or of any other amounts owing hereunder or under any other Credit
Document; or


 


11.2.                        Representations, etc.  Any representation, warranty or statement
made or deemed made by any Credit Party herein or in any Security Document or
any certificate delivered or required to be delivered pursuant hereto or
thereto shall prove to be untrue in any material respect on the date as of
which made or deemed made; or


 


11.3.                        Covenants.  Any Credit Party shall (a) default in
the due performance or observance by it of any term, covenant or agreement
contained in Section 9.1(e), Section 9.16, Section 9.18 or
Section 10 or (b) default in the due performance or observance by it
of any term, covenant or agreement (other than those referred to in Section 11.1
or 11.2 or clause (a) of this Section 11.3) contained in this
Agreement, or any Security Document and such default shall continue unremedied
for a period of at


 


152

















 


least 30 days after
receipt of written notice by the US Borrower from the Administrative Agent or
the Required Lenders; or


 


11.4.                        Default Under Other Agreements.  Any of Holdings, the US Borrower, the UK
Borrower or any of the Restricted Subsidiaries shall (i) default in any
payment with respect to any Indebtedness (other than the Obligations) in excess
of $30,000,000 in the aggregate, for Holdings, the US Borrower, the UK Borrower
and such Subsidiaries, beyond the period of grace, if any, provided in the
instrument or agreement under which such Indebtedness was created or
(ii) default in the observance or performance of any agreement or
condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or (except in the case of
Indebtedness consisting of any Hedge Agreement) any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause, any such Indebtedness to
become due prior to its stated maturity; or (b) without limiting the
provisions of clause (a) above, any such Indebtedness (other than
Indebtedness consisting of any Hedge Agreement) shall be declared to be due and
payable, or required to be prepaid other than by a regularly scheduled required
prepayment or as a mandatory prepayment, prior to the stated maturity thereof;
or


 


11.5.                        Bankruptcy, etc.  Any of Holdings, the US Borrower, the UK
Borrower or any Specified Subsidiary shall commence a voluntary case concerning
itself under (a) Title 11 of the United States Code entitled “Bankruptcy,”
or (b) in the case of the UK Borrower and any Foreign Subsidiary that is a
Specified Subsidiary, the bankruptcy and/or insolvency legislation of its
jurisdiction of incorporation, in each case as now or hereafter in effect, or
any successor thereto (collectively, the “Bankruptcy Code”); or an
involuntary case is commenced against any of Holdings, the US Borrower, the UK
Borrower or any Specified Subsidiary and the petition is not controverted
within 10 days after commencement of the case; or an involuntary case is
commenced against any of Holdings, the US Borrower, the UK Borrower or any
Specified Subsidiary and the petition is not dismissed within 60 days after
commencement of the case; or a custodian (as defined in the Bankruptcy Code) or
similar person is appointed for, or takes charge of, all or substantially all
of the property of any of Holdings, the US Borrower, the UK Borrower or any
Specified Subsidiary; or any of Holdings, the US Borrower, the UK Borrower or
any Specified Subsidiary commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to any of Holdings, the US
Borrower, the UK Borrower or any Specified Subsidiary; or there is commenced
against any of the US Borrower, the UK Borrower or any Specified Subsidiary any
such proceeding that remains undismissed for a period of 60 days; or any of the
Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary is
adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or any of Holdings, the US
Borrower, the UK Borrower or any Specified Subsidiary suffers any appointment
of any custodian or the like for it or any substantial part of its property to
continue undischarged or unstayed for a period of 60 days; or any of the
Holdings, the US Borrower, the UK Borrower or any


 


153

















 


Specified Subsidiary makes
a general assignment for the benefit of creditors; or any corporate action is
taken by any of Holdings, the US Borrower, the UK Borrower or any Specified
Subsidiary for the purpose of effecting any of the foregoing; or


 


11.6.                        ERISA.  Any Plan shall fail to satisfy the minimum
funding standard required for any plan year or part thereof or a waiver of such
standard or extension of any amortization period is sought or granted under Section 412
of the Code; any Plan is or shall have been terminated or is the subject of
termination proceedings under ERISA (including the giving of written notice
thereof); an event shall have occurred or a condition shall exist in either
case entitling the PBGC to terminate any Plan or to appoint a trustee to
administer any Plan (including the giving of written notice thereof); any Plan
shall have an accumulated funding deficiency (whether or not waived); any of
Holdings, the US Borrower or any Subsidiary or any ERISA Affiliate has incurred
or is likely to incur a liability to or on account of a Plan under Section 409,
502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971
or 4975 of the Code (including the giving of written notice thereof);
(b) there could result from any event or events set forth in clause (a) of
this Section 11.6 the imposition of a lien, the granting of a security
interest, or a liability, or the reasonable likelihood of incurring a lien,
security interest or liability; and (c) such lien, security interest or
liability will or would be reasonably likely to have a Material Adverse Effect;
or


 


11.7.                        Guarantee.  The Guarantee or any material provision
thereof shall cease to be in full force or effect or any Guarantor thereunder
or any Credit Party shall deny or disaffirm in writing any Guarantor’s
obligations under the Guarantee (other than pursuant to the terms thereof); or


 


11.8.                        Pledge Agreement.  The Pledge Agreement or any material
provision thereof shall cease to be in full force or effect (other than
pursuant to the terms hereof or thereof or as a result of acts or omissions of
the Administrative Agent or any Lender) or any pledgor thereunder or any Credit
Party shall deny or disaffirm in writing any pledgor’s obligations under the
Pledge Agreement (other than pursuant to the terms thereof); or


 


11.9.                        Security Agreement.  The Security Agreement or any material
provision thereof shall cease to be in full force or effect (other than
pursuant to the terms hereof or thereof or as a result of acts or omissions of
the Administrative Agent or any Lender) or any grantor thereunder or any Credit
Party shall deny or disaffirm in writing any grantor’s obligations under the
Security Agreement (other than pursuant to the terms thereof); or


 


11.10.                  Mortgages.  Any Mortgage or any material provision of any
Mortgage shall cease to be in full force or effect (other than pursuant to the
terms hereof or thereof or as a result of acts or omissions of the
Administrative Agent or any Lender) or any Mortgagor thereunder or any Credit
Party shall deny or disaffirm in writing any Mortgagor’s obligations under any
Mortgage (other than pursuant to the terms thereof); or


 


154

















 


11.11.                  Foreign Guarantees.  Any Foreign Guarantee or any material
provision of any Foreign Guarantee shall cease to be in full force or effect or
any grantor thereunder or any Credit Party shall deny or disaffirm in writing
any grantor’s obligations under any Foreign Guarantee (other than pursuant to
the terms thereof); or


 


11.12.                  Foreign Security Documents.  Any Foreign Security Document or any material
provision of any Foreign Security Document shall cease to be in full force or
effect (other than pursuant to the terms hereof or thereof or as a result of
acts or omissions of the Administrative Agent or any Lender) or any grantor
thereunder or any Credit Party shall deny or disaffirm in writing any grantor’s
obligations under any Foreign Security Document (other than pursuant to the
terms thereof); or


 


11.13.                  Subordination.  The Obligations of the US Borrower and the UK
Borrower, or the obligations of Holdings or any Subsidiaries pursuant to the
Guarantee or any of the Foreign Subsidiary Guarantees, shall cease to
constitute senior Indebtedness under the subordination provisions of any
document or instrument evidencing the Subordinated Notes, the Senior
Subordinated Notes, any loans under the Senior Subordinated Loan Agreement or
any other permitted subordinated Indebtedness or such subordination provisions
shall be invalidated or otherwise cease to be legal, valid and binding
obligations of the parties thereto, enforceable in accordance with their terms;
or


 


11.14.                  Judgments.  One or more judgments or decrees shall be
entered against the US Borrower, the UK Borrower or any of the Restricted
Subsidiaries involving a liability of $30,000,000 or more in the aggregate for
all such judgments and decrees for the US Borrower and the Restricted
Subsidiaries (to the extent not paid or fully covered by insurance provided by
a carrier not disputing coverage) and any such judgments or decrees shall not
have been satisfied, vacated, discharged or stayed or bonded pending appeal
within 60 days from the entry thereof; or


 


11.15.                  Change of Control.  A Change of Control shall occur;


 


then, and in any such event, and at any time
thereafter, in each case subject to Section 7.4, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Lenders, by written notice to the US Borrower, take any
or all of the following actions, without prejudice to the rights of the
Administrative Agent or any Lender to enforce its claims against the US
Borrower and the UK Borrower, except as otherwise specifically provided for in
this Agreement (provided, that, if an Event of Default specified in Section 11.5
shall occur with respect to the US Borrower, the UK Borrower or any Specified
Subsidiary, the result that would occur upon the giving of written notice by
the Administrative Agent as specified in clauses (i), (ii) and (iv) below
shall occur automatically without the giving of any such notice):  (i) declare the Total Term Loan
Commitment, the Total Revolving Credit Commitment and the Total Extended
Revolving Credit Commitment terminated, whereupon the Commitments and Swingline
Commitment, if any, of each Lender or the Swingline Lender, as the case may be,
shall forthwith terminate immediately and any Fees theretofore accrued shall
forthwith become due and payable without any other notice of any kind;
(ii) declare the principal of and any accrued interest in respect of all


 


155

















 


Loans and all Obligations owing hereunder and
thereunder to be, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the US Borrower and the UK Borrower; (iii) terminate
any Letter of Credit that may be terminated in accordance with its terms;
and/or (iv) direct the US Borrower and the UK Borrower to pay (and the US
Borrower and the UK Borrower agree that upon receipt of such notice, or upon
the occurrence of an Event of Default specified in Section 11.5 with
respect to the US Borrower, the UK Borrower or any Specified Subsidiary, it
will pay) to the Administrative Agent at the Administrative Agent’s Office such
additional amounts of cash, to be held as security for the US Borrower’s and
the UK Borrower’s respective reimbursement obligations for Drawings that may
subsequently occur thereunder, equal to the aggregate Stated Amount of all
Letters of Credit issued and then outstanding.


 


SECTION 12.                          The Administrative Agent


 


12.1.                        Appointment.  Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Credit Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Credit
Documents and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental
thereto.  Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein,
or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into
this Agreement or any other Credit Document or otherwise exist against the
Administrative Agent.  Neither
Co-Syndication Agent, in its capacity as such, shall have any obligations,
duties or responsibilities under this Agreement.


 


12.2.                        Delegation of Duties.  The Administrative Agent may execute any of
its duties under this Agreement and the other Credit Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Administrative Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.


 


12.3.                        Exculpatory Provisions.  Neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (a) liable for any action lawfully taken or omitted to be taken
by it or such Person under or in connection with this Agreement or any other
Credit Document (except for its or such Person’s own gross negligence or
willful misconduct) or (b) responsible in any manner to any of the Lenders
for any recitals, statements, representations or warranties made by the US
Borrower, the UK Borrower, any Guarantor, any Foreign Subsidiary Guarantor, any
other Credit Party or any officer thereof contained in this Agreement or any
other Credit Document or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative
Agent under or in


 


156

















 


connection with, this
Agreement or any other Credit Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Credit Document or for any failure of the US Borrower, the UK
Borrower, any Guarantor, any Foreign Subsidiary Guarantor or any other Credit
Party to perform its obligations hereunder or thereunder.  The Administrative Agent shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Credit Document, or to inspect the properties, books or
records of the US Borrower or the UK Borrower.


 


12.4.                        Reliance by Administrative Agent.  The Administrative Agent shall be entitled to
rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including
counsel to the US Borrower and/or the UK Borrower), independent accountants and
other experts selected by the Administrative Agent.  The Administrative Agent may deem and treat
the Lender specified in the Register with respect to any amount owing hereunder
as the owner thereof for all purposes unless a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Administrative Agent.  The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Credit Document unless it shall first receive such advice or concurrence
of the Required Lenders as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability
and expense that may be incurred by it by reason of taking or continuing to
take any such action.  The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Credit Documents in accordance with
a request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.


 


12.5.                        Notice of Default.  The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received notice from a
Lender or the US Borrower referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a “notice of default”.  In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders.  The Administrative Agent
shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders; provided, that
unless and until the Administrative Agent shall have received such directions,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders (except
to the extent that this Agreement requires that such action be taken only with
the approval of the Required Lenders or each of the Lenders, as applicable).


 


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12.6.                        Non-Reliance on Administrative Agent and Other Lenders.  Each Lender expressly
acknowledges that neither the Administrative Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Administrative Agent
hereinafter taken, including any review of the affairs of the US Borrower, the
UK Borrower, any Guarantor, any Foreign Subsidiary Guarantor or any other
Credit Party, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any Lender. 
Each Lender represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
US Borrower, the UK Borrower, any Guarantor, any Foreign Subsidiary Guarantor
and any other Credit Party and made its own decision to make its Loans
hereunder and enter into this Agreement. 
Each Lender also represents that it will, independently and without
reliance upon the Administrative Agent or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and the other Credit Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
US Borrower, the UK Borrower, any Guarantor, any Foreign Subsidiary Guarantor
and any other Credit Party.  Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, assets, operations, properties,
financial condition, prospects or creditworthiness of the US Borrower, the UK
Borrower, any Guarantor, any Foreign Subsidiary Guarantor or any other Credit
Party that may come into the possession of the Administrative Agent or any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates.


 


12.7.                        Indemnification.  The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the US Borrower or the UK Borrower and without limiting the obligation of the
US Borrower and the UK Borrower to do so), ratably according to their
respective portions of the Total Credit Exposure in effect on the date on which
indemnification is sought (or, if indemnification is sought after the date upon
which the Commitments shall have terminated and the Loans shall have been paid
in full, ratably in accordance with their respective portions of the Total
Credit Exposure in effect immediately prior to such date), from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever that
may at any time (including at any time following the payment of the Loans) be
imposed on, incurred by or asserted against the Administrative Agent in any way
relating to or arising out of, the Commitments, this Agreement, any of the
other Credit Documents or any documents contemplated by or referred to herein
or therein or the transactions contemplated hereby or thereby or any action
taken or omitted by the Administrative Agent under or in connection with any of
the foregoing; provided, that no Lender shall be liable for the payment
of any portion of such liabilities, obligations, losses, damages,


 


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penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the
Administrative Agent’s gross negligence or willful misconduct.  The agreements in this Section 12.7
shall survive the payment of the Loans and all other amounts payable hereunder.


 


12.8.        Administrative Agent in its Individual Capacity.  The Administrative Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the US Borrower, the UK Borrower, any Guarantor, any
Foreign Subsidiary Guarantor and any other Credit Party as though the
Administrative Agent were not the Administrative Agent hereunder and under the
other Credit Documents.  With respect to
the Loans made by it, the Administrative Agent shall have the same rights and
powers under this Agreement and the other Credit Documents as any Lender and
may exercise the same as though it were not the Administrative Agent, and the
terms “Lender” and “Lenders” shall include the Administrative Agent in its
individual capacity.


 


12.9.        Successor Agent.  The Administrative Agent may resign as
Administrative Agent upon 20 days’ prior written notice to the Lenders and the
US Borrower.  If the Administrative Agent
shall resign as Administrative Agent under this Agreement and the other Credit
Documents, then the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders, which successor agent shall be approved by the
US Borrower (which approval shall not be unreasonably withheld), whereupon such
successor agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term “Administrative Agent” shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent’s rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans.  After any retiring
Administrative Agent’s resignation as Administrative Agent, the provisions of
this Section 12 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under this
Agreement and the other Credit Documents.


 


12.10.      Withholding Tax.  To the extent required by any applicable law,
the Administrative Agent may withhold from any interest payment to any Lender
an amount equivalent to any applicable withholding tax.  If the Internal Revenue Service or any other
Governmental Authority asserts a claim that the Administrative Agent did not
properly withhold tax from amounts paid to or for the account of any Lender
because the appropriate form was not delivered or was not properly executed or
because such Lender failed to notify the Administrative Agent of a change in
circumstance which rendered the exemption from, or reduction of, withholding
tax ineffective or for any other reason, such Lender shall indemnify the
Administrative Agent fully for all amounts paid, directly or indirectly, by the
Administrative Agent as tax or otherwise, including any penalties or interest
and together with all expenses (including legal expenses, allocated internal
costs and out-of-pocket expenses) incurred. 
For the avoidance of doubt, the foregoing shall have no effect on any
obligations of the Borrowers hereunder.


 


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SECTION 13.         Collateral Allocation Mechanism


 


13.1.        Implementation of CAM.  (a)   
On the CAM Exchange Date, (i) the Commitments shall automatically
and without further act be terminated as provided in Section 11,
(ii) the Lenders shall automatically and without further act (and without
regard to the provisions of Section 14.6) be deemed to have exchanged
interests in the Credit Facilities such that in lieu of the interest of each
Lender in each Credit Facility in which it shall participate as of such date
(including such Lender’s interest in the Specified Obligations of each Credit
Party in respect of each such Credit Facility), such Lender shall hold an
interest in every one of the Credit Facilities (including the Specified
Obligations of each Credit Party in respect of each such Credit Facility and
each L/C Reserve Account established pursuant to Section 13.2 below),
whether or not such Lender shall previously have participated therein, equal to
such Lender’s CAM Percentage thereof and (iii) simultaneously with the
deemed exchange of interests pursuant to clause (ii) above, in the case of
any CAM Dollar Lender that has prior to the date thereof notified the
Administrative Agent and the US Borrower in writing that it has elected to have
this clause (iii) apply to it, the interests in the Loans to be received
by such CAM Dollar Lender in such deemed exchange shall, automatically and with
no further action required, be converted into the Dollar Equivalent, determined
using the Exchange Rate calculated as of such date, of such amount and on and
after such date all amounts accruing and owed to such CAM Dollar Lender in
respect of such Obligations shall accrue and be payable in Dollars at the rate
otherwise applicable hereunder; provided, that such CAM Exchange will
not affect the aggregate amount of the Obligations of the US Borrower and the
UK Borrower to the Lenders under the Credit Documents.  Each Lender and each Credit Party hereby
consents and agrees to the CAM Exchange, and each Lender agrees that the CAM
Exchange shall be binding upon its successors and assigns and any person that
acquires a participation in its interests in any Credit Facility.  Each Credit Party agrees from time to time to
execute and deliver to the Administrative Agent all promissory notes and other
instruments and documents as the Administrative Agent shall reasonably request
to evidence and confirm the respective interests of the Lenders after giving
effect to the CAM Exchange, and each Lender agrees to surrender any promissory
notes originally received by it in connection with its Loans hereunder to the
Administrative Agent against delivery of new promissory notes evidencing its
interests in the Credit Facilities; provided, however, that the
failure of any Credit Party to execute or deliver or of any Lender to accept
any such promissory note, instrument or document shall not affect the validity
or effectiveness of the CAM Exchange.


 


(b)  As a result of the CAM Exchange, upon and
after the CAM Exchange Date, each payment received by the Administrative Agent
pursuant to any Credit Document in respect of the Specified Obligations, and
each distribution made by the Administrative Agent pursuant to any Credit
Document in respect of the Specified Obligations, shall be distributed to the
Lenders pro  rata in accordance with their respective CAM
Percentages.  Any direct payment received
by a Lender upon or after the CAM Exchange Date, including by way of setoff, in
respect of a Specified Obligation shall be paid over to the Administrative
Agent for distribution to the Lenders in accordance herewith.


 


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13.2.        Letters of Credit.  (a)    In the event that on the CAM Exchange Date
any Letter of Credit shall be outstanding and undrawn in whole or in part, or
any amount drawn under a Letter of Credit shall constitute an Unpaid Drawing,
each Lender in respect of Unpaid Drawings on Letters of Credit shall, before
giving effect to the CAM Exchange, promptly pay over to the Administrative
Agent, in immediately available funds and in the currency that such Letters of
Credit are denominated, an amount equal to such Lender’s Revolving Credit
Commitment Percentage or Extended Revolving Credit Commitment Percentage, as
applicable, (as notified to such Lender by the Administrative Agent), of such
Letter of Credit’s undrawn face amount or (to the extent it has not already
done so) such Letter of Credit’s Unpaid Drawing, as the case may be, together
with interest thereon from the CAM Exchange Date to the date on which such
amount shall be paid to the Administrative Agent at the rate that would be
applicable at the time to an Extended Revolving Credit Loan or, with respect to
Letters of Credit issued under the Revolving Credit Commitments, a Revolving
Credit Loan, that is an ABR Loan in a principal amount equal to such amount, as
the case may be.  The Administrative Agent
shall establish a separate account or accounts for each Lender (each, an “L/C
Reserve Account”) for the amounts received with respect to each such Letter
of Credit pursuant to the preceding sentence. 
The Administrative Agent shall deposit in each Lender’s L/C Reserve
Account such Lender’s CAM Percentage of the amounts received from the Lenders
as provided above.  The Administrative
Agent shall have sole dominion and control over each L/C Reserve Account, and
the amounts deposited in each L/C Reserve Account shall be held in such
L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or
(e) below.  The Administrative Agent
shall maintain records enabling it to determine the amounts paid over to it and
deposited in the L/C Reserve Accounts in respect of each Letter of Credit and
the amounts on deposit in respect of each Letter of Credit attributable to each
Lender’s CAM Percentage.  The amounts
held in each Lender’s L/C Reserve Account shall be held as a reserve against
the Letter of Credit Exposure, shall be the property of such Lender, shall not
constitute Loans to or give rise to any claim of or against any Credit Party
and shall not give rise to any obligation on the part of the US Borrower or the
UK Borrower to pay interest to such Lender, it being agreed that the reimbursement
obligations in respect of Letters of Credit shall arise only at such times as
drawings are made thereunder, as provided in Section 3.


 


(b)  In the event that after the CAM Exchange
Date any drawing shall be made in respect of a Letter of Credit, the
Administrative Agent shall, at the request of the Letter of Credit Issuer
withdraw from the L/C Reserve Account of each Lender any amounts, up to the
amount of such Lender’s CAM Percentage of such drawing, deposited in respect of
such Letter of Credit and remaining on deposit and deliver such amounts to the
Letter of Credit Issuer in satisfaction of the reimbursement obligations of the
Lenders under Section 3 (but not of the US Borrower and the UK Borrower
under Section 3, respectively).  In
the event any Lender shall default on its obligation to pay over any amount to
the Administrative Agent in respect of any Letter of Credit as provided in this
Section 13.2, the Letter of Credit Issuer shall, in the event of a drawing
thereunder, have a claim against such Lender to the same extent as if such
Lender had defaulted on its obligations under Section 2.05(e), but shall
have no claim against any other Lender in respect of such defaulted amount,
notwithstanding the exchange of interests in the reimbursement obligations
pursuant to Section 13.1.  Each
other Lender shall have a


 


161

















 


claim
against such defaulting Lender for any damages sustained by it as a result of
such default, including, in the event such Letter of Credit shall expire
undrawn, its CAM Percentage of the defaulted amount.


 


(c)  In the event that after the CAM Exchange
Date any Letter of Credit shall expire undrawn, the Administrative Agent shall
withdraw from the L/C Reserve Account of each Lender the amount remaining on
deposit therein in respect of such Letter of Credit and distribute such amount
to such Lender.


 


(d)  With the prior written approval of the
Administrative Agent and the Letter of Credit Issuer, any Lender may withdraw
the amount held in its L/C Reserve Account in respect of the undrawn amount of
any Letter of Credit.  Any Lender making
such a withdrawal shall be unconditionally obligated, in the event there shall
subsequently be a drawing under such Letter of Credit, to pay over to the  Administrative Agent, for the account of the
Letter of Credit Issuer on demand, its CAM Percentage of such drawing.


 


(e)  Pending the withdrawal by any Lender of
any amounts from its L/C Reserve Account as contemplated by the above
paragraphs, the Administrative Agent will, at the direction of such Lender and
subject to such rules as the Administrative Agent may prescribe for the
avoidance of inconvenience, invest such amounts in Permitted Investments.  Each Lender that has not withdrawn the
amounts in its L/C Reserve Account as provided in paragraph (d) above
shall have the right, at intervals reasonably specified by the Administrative
Agent, to withdraw the earnings on investments so made by the Administrative
Agent with amounts in its L/C Reserve Account and to retain such earnings for
its own account.


 


13.3.        Net Payments Upon Implementation of CAM Exchange.  Notwithstanding any other
provision of this Agreement, if, as a direct result of the implementation of
the CAM Exchange, the US Borrower or the UK Borrower is required to withhold
Non-Excluded Taxes from amounts payable to the Administrative Agent, any Lender
or any Participant hereunder, the amounts so payable to the Administrative
Agent, such Lender or such Participant shall be increased to the extent
necessary to yield to the Administrative Agent, such Lender or such Participant
(after payment of all Non-Excluded Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in this Agreement; provided,
however, that the US Borrower and the UK Borrower shall not be required
to increase any such amounts payable to such Lender or Participant under this Section 13.3
(but, rather, shall be required to increase any such amounts payable to such
Lender or Participant to the extent required by Section 5.4) if such
Lender or Participant was prior to or on the CAM Exchange Date already a Lender
or Participant with respect to such US Borrower or UK Borrower.  If a Non-U.S. Lender (or Non-U.S.
Participant), in its good faith judgment, is eligible for an exemption from, or
reduced rate of, U.S. Federal withholding tax on payments by the US Borrower
under this Agreement, the US Borrower shall not be required to increase any
such amounts payable to such Non-U.S. Lender (or Non-U.S. Participant) if such
Non-U.S. Lender (or Non-U.S. Participant) fails to comply with the requirements
of paragraph (b) of Section 5.4. 
Upon a CAM Exchange, a Lender (or Participant) will use commercially


 


162

















 


reasonable efforts, and
complete any procedural formalities necessary, to become an Eligible Lender
with respect to the UK Borrower and, if such Lender (or Participant) fails to
do so, the UK Borrower shall not be required to increase any such amounts
payable to such Lender (or Participant). 
If the US Borrower or the UK Borrower, as the case may be, fails to pay
any such Non-Excluded Taxes when due to the appropriate taxing authority or
fails to remit to the Administrative Agent the required receipts or other
required documentary evidence, such US Borrower or UK Borrower shall indemnify
the Administrative Agent, the Lenders and the Participants for any incremental
taxes, interest, costs or penalties that may become payable by the
Administrative Agent, such Lenders or such Participants as a result of any such
failure.


 


SECTION 14.         Miscellaneous


 


14.1.        Amendments and Waivers.  Neither this Agreement nor any other Credit
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 14.1.  The Required Lenders may, or, with the
written consent of the Required Lenders, the Administrative Agent may, from
time to time, (a) enter into with the relevant Credit Party or Credit
Parties written amendments, supplements or modifications hereto and to the
other Credit Documents for the purpose of adding any provisions to this
Agreement or the other Credit Documents or changing in any manner the rights of
the Lenders or of the Credit Parties hereunder or thereunder or (b) waive,
on such terms and conditions as the Required Lenders or the Administrative
Agent, as the case may be, may specify in such instrument, any of the
requirements of this Agreement or the other Credit Documents or any Default or
Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, supplement or modification shall directly
(i) forgive any portion of any Loan or extend the final scheduled maturity
date of any Loan or reduce the stated rate, or forgive any portion, or extend
the date for the payment, of any interest or fee payable hereunder (other than
as a result of waiving the applicability of any post-default increase in
interest rates) or extend the final expiration date of any Lender’s Commitment
or extend the final expiration date of any Letter of Credit beyond the L/C
Maturity Date or increase the aggregate amount of the Commitments of any
Lender, in each case without the written consent of each Lender directly and
adversely affected thereby, or (ii) amend, modify or waive any provision
of this Section 14.1 or reduce the percentages specified in the
definitions of the terms “Required Lenders”, “Required Revolving Credit Lenders”,
“Required Extended Revolving Credit Lenders”, “Required Tranche A Lenders”, “Required
Tranche E Lenders”, “Required Tranche G Lenders”, “Required Tranche H Lenders”,
“Required Tranche I Lenders” or consent to the assignment or transfer by the US
Borrower or the UK Borrower of its rights and obligations under any Credit
Document to which it is a party (except as permitted pursuant to
Section 10.3), in each case without the written consent of each Lender
directly and adversely affected thereby, or (iii) amend, modify or waive
any provision of Section 12 without the written consent of the
then-current Administrative Agent, or (iv) amend, modify or waive any
provision of Section 3 without the written consent of the Letter of Credit
Issuer, or (v) amend, modify or waive any provisions hereof relating to
Swingline Loans without the written consent of the Swingline Lender, or
(vi) change any Revolving Credit Commitment or Extended Revolving Credit
Commitment to a Term


 


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Loan Commitment, or change
any Term Loan Commitment to a Revolving Credit Commitment or an Extended
Revolving Credit Commitment, in each case without the prior written consent of
each Lender directly and adversely affected thereby, or (vii) release all
or substantially all of the Guarantors under the Guarantee (except as expressly
permitted by the Guarantee Agreement), release all or substantially all of the
Foreign Subsidiary Guarantors under any Foreign Subsidiary Guarantee (except as
permitted by any Foreign Subsidiary Guarantee) or release all or substantially
all of the Collateral under the Pledge Agreement, the Security Agreement, the
Foreign Security Documents and the Mortgages, in each case without the prior
written consent of each Lender, or (viii) decrease any Tranche A-1
Repayment Amount, extend any scheduled Tranche A-1 Repayment Date or
decrease the amount or allocation of any mandatory prepayment to be received by
any Lender holding any Tranche A-1 Loans (other than a decrease in such
mandatory prepayment amount that is accompanied by a proportionate decrease in
mandatory prepayments to be allocated to other Term Loans pursuant to
Section 5.2(c)), in each case without the written consent of the Required
Tranche A Lenders, or (ix) decrease any Tranche A-2 Repayment Amount,
extend any scheduled Tranche A-2 Repayment Date or decrease the amount or
allocation of any mandatory prepayment to be received by any Lender holding any
Tranche A-2 Loans (other than a decrease in such mandatory prepayment
amount that is accompanied by a proportionate decrease in mandatory prepayments
to be allocated to other Term Loans pursuant to Section 5.2(c)), in each
case without the written consent of the Required Tranche A Lenders, or
(x) decrease any Tranche E Repayment Amount, extend any scheduled
Tranche E Repayment Date or decrease the amount or allocation of any
mandatory prepayment to be received by any Lender holding any Tranche E
Term Loans (other than a decrease in such mandatory prepayment amount that is
accompanied by a proportionate decrease in mandatory prepayments to be
allocated to other Term Loans pursuant to Section 5.2(c)), in each case
without the written consent of the Required Tranche E Term Loan Lenders,
or (xi) decrease any Tranche G Repayment Amount, extend any scheduled
Tranche G Repayment Date or decrease the amount or allocation of any
mandatory prepayment to be received by any Lender holding any Tranche G
Term Loans (other than a decrease in such mandatory prepayment amount that is
accompanied by a proportionate decrease in mandatory prepayments to be
allocated to other Term Loans pursuant to Section 5.2(c)), in each case
without the written consent of the Required Tranche G Term Loan Lenders,
or (xii) decrease any Tranche H Repayment Amount, extend any
scheduled Tranche H Repayment Date or decrease the amount or allocation of
any mandatory prepayment to be received by any Lender holding any
Tranche H Term Loans (other than a decrease in such mandatory prepayment
amount that is accompanied by a proportionate decrease in mandatory prepayments
to be allocated to other Term Loans pursuant to Section 5.2(c)), in each
case without the written consent of the Required Tranche H Term Loan
Lenders, (xiii) decrease any Tranche I Repayment Amount, extend any
scheduled Tranche I Repayment Date or decrease the amount or allocation of
any mandatory prepayment to be received by any Lender holding any
Tranche I Term Loans (other than a decrease in such mandatory prepayment
amount that is accompanied by a proportionate decrease in mandatory prepayments
to be allocated to other Term Loans pursuant to Section 5.2(c)), in each
case without the written consent of the Required Tranche I Term Loan
Lenders; and; provided  further, that at any time that no Default
or


 


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Event of Default has
occurred and is continuing, the Revolving Credit Commitment of any Lender may
be increased to finance a Permitted Acquisition, with the consent of such
Lender, the US Borrower and the Administrative Agent (which consent, in the
case of the Administrative Agent, shall not be unreasonably withheld) and
without the consent of the Required Lenders, so long as (i) the Increased
Commitment Amount at such time, when added to the amount of Indebtedness
incurred pursuant to Section 10.1(k) and outstanding at such time,
does not exceed the limits set forth therein, (ii) the US Borrower or its
applicable Restricted Subsidiary shall pledge the capital stock of any person
acquired pursuant thereto to the Administrative Agent for the benefit of the Lenders
to the extent required under Section 9.12 and (iii) to the extent
determined by the Administrative Agent to be necessary to ensure pro  rata
borrowings commencing with the initial borrowing after giving effect to such
increase, the US Borrower shall prepay any Eurodollar Loans outstanding
immediately prior to such initial borrowing; as used herein, the “Increased
Commitment Amount” means, at any time, the aggregate amount of all
increases pursuant to this proviso made at or prior to such time less the
aggregate amount of all voluntary reductions of the Revolving Credit
Commitments made prior to such time and provided  further, that
without the consent of any Lender, the relevant Credit Party or Credit Parties
and the Administrative Agent and/or Collateral Agent may (in their respective
sole discretion, or shall, to the extent required by any other Credit Document)
enter into any amendment, modification or waiver of any Credit Document, or
enter into any new agreement or instrument, to effect the granting, perfection,
protection, expansion or enhancement of any security interest in any Collateral
or additional property to become Collateral for the benefit of the Secured
Parties, or as required by local law to give effect to, or protect any security
interest for the benefit of the Secured Parties, in any property or so that the
security interests therein comply with applicable law.  Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the affected Lenders
and shall be binding upon the US Borrower, the UK Borrower, such Lenders, the
Administrative Agent and all future holders of the affected Loans.  In the case of any waiver, the US Borrower,
the Lenders and the Administrative Agent shall be restored to their former
positions and rights hereunder and under the other Credit Documents, and any
Default or Event of Default waived shall be deemed to be cured and not
continuing, it being understood that no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon.  Upon any sale or other transfer
to any Person (other than the US Borrower and any Restricted Domestic
Subsidiary) by any Credit Party of any Collateral that is permitted under the
Credit Agreement, the relevant Credit Party, together with the Administrative
Agent and/or Collateral Agent, shall be permitted, without consent of any
Lender, to amend, modify or waive any provision of the Pledge Agreement, the
Security Agreement, the Foreign Security Documents or the Mortgages, as
applicable, to the extent necessary to effect release of the security interest
in such Collateral.


 


14.2.        Notices.  All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
facsimile transmission), and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered, or three days after
being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, addressed as follows in the case of the US Borrower, the
UK Borrower and the Administrative Agent, and as set


 


165

















 


forth on Schedule 1.1(c) in
the case of the other parties hereto, or to such other address as may be
hereafter notified by the respective parties hereto:


 


	
   

  	
  The US Borrower and the UK Borrower:

  	
  Rockwood Specialties Group, Inc.

  100 Overlook Center

  Princeton, NJ 08540

  Attention:      Tom
  Riordan

  Fax:                 +1-609-514-8722

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

   

  Kohlberg Kravis Roberts & Co., L.P.

  9 West 57th Street

  Suite 4200

  New York, NY 10019

  Attention:      Brian
  Carroll

  Fax:                 +1-212-750-0003

  
	
   

  	
   

  	
   

  
	
   

  	
  The Administrative Agent:

  	
  Credit Suisse 

  Eleven Madison Avenue

  New York, NY 10010

  Attention:      Carloyn
  Tee

  Fax:                 +1-212-325-8304

  



 


provided,
that any notice, request or demand to or upon the Administrative Agent or the
Lenders pursuant to Sections 2.3, 2.6, 2.9, 4.2 and 5.1 shall not be
effective until received.


 


Notices and other communications to the Lenders and
the Letter of Credit Issuer hereunder may be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent and, with regard to
Letters of Credit, the Letter of Credit Issuer. 
The Administrative Agent or the Borrowers may, in their discretion,
agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided, that
approval of such procedures  may be limited
to particular notices or communications.


 


14.3.        No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
remedy, power or privilege hereunder or under the other Credit Documents shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.


 


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14.4.        Survival of Representations and Warranties.  All representations and
warranties made hereunder, in the other Credit Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of
the Loans hereunder.


 


14.5.        Payment of Expenses and Taxes.  The US Borrower and the UK Borrower agree
(a) to pay or reimburse the Agents for all their reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and the other Credit Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including the reasonable fees,
disbursements and other charges of counsel to the Agents, (b) to pay or
reimburse each Lender and the Administrative Agent for all its reasonable and
documented costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the other Credit Documents and
any such other documents, including the reasonable fees, disbursements and
other charges of counsel to each Lender and of counsel to the Administrative
Agent, (c) to pay, indemnify, and hold harmless each Lender and the
Administrative Agent from, any and all recording and filing fees and any and
all liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other similar taxes, if any, that may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Credit Documents and any such other documents, and
(d) to pay, indemnify, and hold harmless each Lender and the
Administrative Agent and their respective directors, officers, employees, trustees
and agents from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever, including reasonable and documented fees,
disbursements and other charges of counsel, with respect to the execution,
delivery, enforcement, performance and administration of this Agreement, the
other Credit Documents and any such other documents, including any of the
foregoing relating to the violation of, noncompliance with or liability under,
any Environmental Law or any actual or alleged presence of Hazardous Materials
applicable to the operations of the US Borrower, any of its Subsidiaries or any
of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified
liabilities”); provided, that the US Borrower and the UK Borrower
shall have no obligation hereunder to the Administrative Agent or any Lender
nor any of their respective directors, officers, employees, trustees and agents
with respect to indemnified liabilities arising from (i) the gross
negligence or willful misconduct of the party to be indemnified or
(ii) disputes among the Administrative Agent, the Lenders and/or their
transferees.  The agreements in this Section 14.5
shall survive repayment of the Loans and all other amounts payable hereunder.


 


14.6.        Successors and Assigns; Participations and Assignments.  (a)    The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of
the Letter of Credit Issuer that issues any Letter of Credit), except that


 


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(i) other than as
provided in Section 10.3, the US Borrower and the UK Borrower may not
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or
transfer by the US Borrower or the UK Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this Section.  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby (including any
Affiliate of the Letter of Credit Issuer that issues any Letter of Credit),
Participants (to the extent provided in paragraph (c) of this Section)
and, to the extent expressly contemplated hereby, the Related Parties of each
of the Administrative Agent, the Letter of Credit Issuer and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)  (i)  Subject to the conditions set
forth in paragraph (b)(ii) below, any Lender may assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans at the time owing
to it) with the prior written consent (such consent not be unreasonably
withheld; it being understood that, without limitation, the US Borrower shall
have the right to withhold its consent to any assignment if, in order for such
assignment to comply with applicable law, the US Borrower would be required to
obtain the consent of, or make any filing or registration with, any
Governmental Authority) of:


 


(A) the US Borrower; provided,
that no consent of the US Borrower shall be required for an assignment to a
Lender, an Affiliate of a Lender (unless increased costs would result therefrom
except if an Event of Default under Section 11.1 or Section 11.5 has
occurred and is continuing), an Approved Fund or, if an Event of Default under Section 11.1
or Section 11.5 has occurred and is continuing, any other assignee; and


 


(B) the
Administrative Agent and, in the case of an assignment of a Extended Revolving
Credit Commitment, the Letter of Credit Issuer; provided, that no
consent of the Administrative Agent shall be required for an assignment of any
Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund.


 


(ii) Assignments shall be subject to the
following additional conditions:


 


(A) except in the
case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund
or an assignment of the entire remaining amount of the assigning Lender’s
Commitment or Loans of any Class, the amount of the Commitment or Loans of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than the Dollar Equivalent of
$5,000,000 or, in the case of a Tranche E Term Loan Commitment, Tranche G Term
Loan Commitment, Tranche H Term Loan Commitment,


 


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Tranche I Term Loan Commitment, Tranche E Term Loan,
Tranche G Term Loan, Tranche H Term Loan or Tranche I Term Loan, the Dollar
Equivalent of $1,000,000 unless each of the US Borrower and the Administrative
Agent otherwise consents; provided, that no such consent of the US
Borrower shall be required if an Event of Default under Section 11.1 or Section 11.5
has occurred and is continuing;


 


(B) each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement; provided,
that this clause shall not be construed to prohibit the assignment of a
proportionate part of all the assigning Lender’s rights and obligations in
respect of one Class of Commitments or Loans; provided  further,
however, that any assignment of any right or interest in a Tranche A-1
Term Loan, a Tranche A-2 Term Loan or a Tranche A Term Loan Commitment
(collectively, “Tranche A Loans”) shall be accompanied by, and shall not
be permitted to be made independently of, an assignment of a proportionate
amount of such Lender’s other Tranche A Loans;


 


(C) the parties to
each assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance (such Assignment and Acceptance to be
(x) electronically executed and delivered to the Administrative Agent via
an electronic settlement system then acceptable to the Administrative Agent,
which shall initially be the settlement system of ClearPar, LLC or
(y) manually executed and delivered together with a processing and
recordation fee of $3,500; provided, that only one such fee shall be
payable in the event of simultaneous assignments to or from two or more
Approved Funds); and


 


(D) the assignee, if
it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire in a form approved by the Administrative Agent.


 


For the purpose of this Section 14.6(b), the
term “Approved Fund” has the following meaning:


 


“Approved Fund” means any Person (other than
a natural person) that is engaged in making, purchasing, holding or investing
in bank loans and similar extensions of credit in the ordinary course of its
business and that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.


 


(iii)  Subject to acceptance and recording
thereof pursuant to paragraph (b)(v) of this Section, from and after
the effective date specified in each Assignment and Acceptance, the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall,


 


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to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.10, 2.11, 3.5, 5.4 and 14.5).  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
Section 14.6 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance
with paragraph (c) of this Section.


 


(iv)  The Administrative Agent, acting for this
purpose as an agent of the US Borrower and the UK Borrower, shall maintain at
the Administrative Agent’s Office a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amount of the Loans and
any payment made by the Letter of Credit Issuer under any Letter of Credit
owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive,
and the US Borrower, the UK Borrower, the Administrative Agent, the Letter of
Credit Issuer and the Lenders may treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for
inspection by the US Borrower, the UK Borrower, the Letter of Credit Issuer and
by the Administrative Agent on behalf of any Lender, at any reasonable time and
from time to time upon reasonable prior notice.


 


(v)  Upon its receipt of a duly completed
Assignment and Acceptance executed by an assigning Lender and an assignee, the
assignee’s completed Administrative Questionnaire (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) of this Section and any written consent to such
assignment required by paragraph (b) of this Section, the Administrative
Agent shall accept such Assignment and Acceptance and record the information
contained therein in the Register.  No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.


 


(c)(i)  Any Lender may, without the consent of
the US Borrower, the UK Borrower, the Administrative Agent, the Letter of
Credit Issuer or the Swingline Lender, sell participations to one or more banks
or other entities (each, a “Participant”) in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a
portion of its Commitments and the Loans owing to it); provided, that
(A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the US Borrower,
the UK Borrower, the Administrative Agent, the Letter of Credit Issuer and the
other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement or


 


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any other Credit Document; provided, that
such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 14.1 that affects such
Participant.  Subject to
paragraph (c)(ii) of this Section, the US Borrower and the UK
Borrower agree that each Participant shall be entitled to the benefits of Sections
2.10, 2.11 and 5.4 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 14.8(b) as
though it were a Lender; provided, such Participant agrees to be subject
to Section 14.8(a) as though it were a Lender.


 


(ii)  A Participant shall not be entitled to
receive any greater payment under Section 2.10 or 5.4 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the US Borrower’s prior written consent.  A Participant that would be a Non-U.S. Lender
if it were a Lender shall not be entitled to the benefits of Section 5.4
unless the US Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the US Borrower and
the UK Borrower, to comply with Section 5.4(b) as though it were a
Lender.


 


(d)  Any Lender may, without the consent of the
Borrower or the Administrative Agent, at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to
any such pledge or assignment of a security interest; provided, that no
such pledge or assignment of a security interest shall release a Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.  In order
to facilitate such pledge or assignment, the US Borrower and the UK Borrower
hereby agree that, upon request of any Lender at any time and from time to time
after the US Borrower has made its initial borrowing hereunder, the US Borrower
or the UK Borrower, as the case may be, shall provide to such Lender, at the US
Borrower’s or the UK Borrower’s own expense, a promissory note, substantially
in the form of Exhibit R-1, R-2, R-3, R-4, R-5, R-6, R-7 or R-8, as the
case may be, evidencing the Tranche A-1 Term Loans, Tranche A-2 Term
Loans, Tranche E Term Loans, Tranche G Term Loans, Tranche H Term Loans,
Tranche I Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans
and Swingline Loans, respectively, owing to such Lender.


 


(e)  Subject to Section 14.16, the US
Borrower and the UK Borrower authorize each Lender to disclose to any
Participant, secured creditor of such Lender or assignee (each, a “Transferee”)
and any prospective Transferee any and all financial information in such Lender’s
possession concerning the US Borrower and its Affiliates that has been
delivered to such Lender by or on behalf of the US Borrower and its Affiliates
pursuant to this Agreement or which has been delivered to such Lender by or on
behalf of the US Borrower and its Affiliates in connection with such Lender’s
credit evaluation of the US Borrower and its Affiliates prior to becoming a
party to this Agreement; provided, that neither the Administrative Agent
nor any Lender shall provide


 


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to any Transferee or prospective Transferee any of
the Confidential Information unless such person shall have previously executed
a Confidentiality Agreement in the form of Exhibit S.


 


14.7.        Replacements of Lenders under Certain Circumstances.  The US Borrower (on its own
behalf and on behalf of the UK Borrower) shall be permitted to replace any Lender
that (a) requests reimbursement for amounts owing pursuant to
Section 2.10, 2.11, 3.5 or 5.4, (b) is affected in the manner
described in Section 2.10(a)(iii) and as a result thereof any of the
actions described in such Section is required to be taken or
(c) becomes a Defaulting Lender, with a replacement bank or other
financial institution; provided, that (i) such replacement does not
conflict with any Requirement of Law, (ii) no Event of Default shall have
occurred and be continuing at the time of such replacement, (iii) the US
Borrower and/or the UK Borrower, as applicable, shall repay (or the replacement
bank or institution shall purchase, at par) all Loans and other amounts (other
than any disputed amounts, pursuant to Section 2.10, 2.11, 3.5 or 5.4, as
the case may be) owing to such replaced Lender prior to the date of
replacement, (iv) the replacement bank or institution, if not already a
Lender, and the terms and conditions of such replacement, shall be reasonably
satisfactory to the Administrative Agent, (v) the replaced Lender shall be
obligated to make such replacement in accordance with the provisions of Section 14.6
(provided, that the US Borrower shall be obligated to pay the
registration and processing fee referred to therein) and (vi) any such
replacement shall not be deemed to be a waiver of any rights that the US
Borrower, the UK Borrower, the Administrative Agent or any other Lender shall
have against the replaced Lender.


 


14.8.        Adjustments; Set-off.  (a)   
If any Lender (a “benefited Lender”) shall at any time receive
any payment of all or part of its Loans, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, pursuant to events or proceedings of the nature referred to in Section 11.5,
or otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender’s Loans,
or interest thereon, such benefited Lender shall purchase for cash from the
other Lenders a participating interest in such portion of each such other
Lender’s Loan, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such
benefited Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter
recovered from such benefited Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but
without interest.


 


(b)  After the occurrence and during the
continuance of an Event of Default, in addition to any rights and remedies of
the Lenders provided by law, each Lender shall have the right, without prior
notice to the US Borrower or the UK Borrower, any such notice being expressly
waived by the US Borrower and the UK Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the US Borrower or
the UK Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any


 


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and
all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the US Borrower or the UK
Borrower, as the case may be.  Each
Lender agrees promptly to notify the US Borrower or the UK Borrower, as the
case may be, and the Administrative Agent after any such set-off and
application made by such Lender; provided, that the failure to give such
notice shall not affect the validity of such set-off and application.


 


14.9.        Counterparts.  This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by facsimile or other electronic transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.  A set of the copies of this
Agreement signed by all the parties shall be lodged with the US Borrower and
the Administrative Agent.


 


14.10.      Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


14.11.      Integration.  This Agreement and the other Credit Documents
represent the agreement of the US Borrower, the UK Borrower, the Administrative
Agent and the Lenders with respect to the subject matter hereof, and there are
no promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to subject matter hereof not expressly set forth
or referred to herein or in the other Credit Documents.


 


14.12.      GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


14.13.      Submission to Jurisdiction; Waivers.  The US Borrower and the UK Borrower each
hereby irrevocably and unconditionally:


 


(a)  submits for itself and its property in any
legal action or proceeding relating to this Agreement and the other Credit
Documents to which it is a party, or for recognition and enforcement of any
judgment in respect thereof, to the non-exclusive general jurisdiction of the
courts of the State of New York, the courts of the United States of
America for the Southern District of New York and appellate courts from
any thereof;


 


(b)  consents that any such action or
proceeding may be brought in such courts and waives any objection that it may
now or hereafter have to the venue of any


 


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such
action or proceeding in any such court or that such action or proceeding was
brought in an inconvenient court and agrees not to plead or claim the same;


 


(c)  agrees that service of process in any such
action or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to
the US Borrower at its address set forth in Section 14.2 or at such other
address of which the Administrative Agent shall have been notified pursuant
thereto;


 


(d)  agrees that nothing herein shall affect
the right to effect service of process in any other manner permitted by law or
shall limit the right to sue in any other jurisdiction; and


 


(e)  waives, to the maximum extent not
prohibited by law, any right it may have to claim or recover in any legal
action or proceeding referred to in this Section 14.13 any special,
exemplary, punitive or consequential damages.


 


14.14.      Acknowledgments.  The US Borrower and the UK Borrower each
hereby acknowledge that:


 


(a)  it has been advised by counsel in the
negotiation, execution and delivery of this Agreement and the other Credit
Documents;


 


(b)  neither the Administrative Agent nor any
Lender has any fiduciary relationship with or duty to the US Borrower or the UK
Borrower arising out of or in connection with this Agreement or any of the
other Credit Documents, and the relationship between Administrative Agent and
Lenders, on one hand, and the US Borrower or the UK Borrower, on the other
hand, in connection herewith or therewith is solely that of debtor and
creditor; and


 


(c)  no joint venture is created hereby or by
the other Credit Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Lenders or among the US Borrower, the UK Borrower
and the Lenders.


 


14.15.     WAIVERS OF JURY TRIAL.  THE US BORROWER, THE UK BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


14.16.      Confidentiality.  The Administrative Agent and each Lender
shall hold all non-public information furnished by or on behalf of the US
Borrower or the UK Borrower in connection with such Lender’s evaluation of
whether to become a Lender hereunder or obtained by such Lender or the
Administrative Agent pursuant to the requirements of this Agreement (“Confidential
Information”), confidential in accordance with its customary procedure for
handling confidential information of this nature and (in the case of a Lender
that is a bank) in accordance with safe and sound banking practices


 


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and in any event may make
disclosure as required or requested by any governmental agency or
representative thereof or pursuant to legal process or to such Lender’s or the
Administrative Agent’s attorneys, professional advisors or independent auditors
or Affiliates; provided, that unless specifically prohibited by
applicable law or court order, each Lender and the Administrative Agent shall
notify the US Borrower of any request by any governmental agency or
representative thereof (other than any such request in connection with an
examination of the financial condition of such Lender by such governmental
agency) for disclosure of any such non-public information prior to disclosure
of such information; and provided  further, that in no event shall
any Lender or the Administrative Agent be obligated or required to return any
materials furnished by the US Borrower or any Subsidiary of the US
Borrower.  Each Lender and the
Administrative Agent agrees that it will not provide to prospective Transferees
or to prospective direct or indirect contractual counterparties in swap
agreements to be entered into in connection with Loans made hereunder any of
the Confidential Information unless such Person shall have previously executed
a Confidentiality Agreement in the form of Exhibit S.


 


14.17.      Judgment Currency.  (a)   
The obligations of the US Borrower and the UK Borrower hereunder and
under the other Loan Documents to make payments in Dollars or in the Foreign
Currencies, as the case may be (the “Obligation Currency”), shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any currency other than the Obligation Currency,
except to the extent that such tender or recovery results in the effective
receipt by the Administrative Agent or a Lender of the full amount of the
Obligation Currency expressed to be payable to the Administrative Agent or
Lender under this Agreement or the other Credit Documents.  If, for the purpose of obtaining or enforcing
judgment against the US Borrower, the UK Borrower or any other Credit Party in
any court or in any jurisdiction, it becomes necessary to convert into or from
any currency other than the Obligation Currency (such other currency being
hereinafter referred to as the “Judgment Currency”) an amount due in the
Obligation Currency, the conversion shall be made, at the Dollar Equivalent of
such amount, in each case, as of the date immediately preceding the day on
which the judgment is given (such Business Day being hereinafter referred to as
the “Judgment Currency Conversion Date”).


 


(b)  If there is a change in the rate of
exchange prevailing between the Judgment Currency Conversion Date and the date
of actual payment of the amount due, the US Borrower and the UK Borrower each
covenant and agree to pay, or cause to be paid, such additional amounts, if any
(but in any event not a lesser amount), as may be necessary to ensure that the
amount paid in the Judgment Currency, when converted at the rate of exchange
prevailing on the date of payment, will produce the amount of the Obligation
Currency which could have been purchased with the amount of Judgment Currency
stipulated in the judgment or judicial award at the rate of exchange prevailing
on the Judgment Currency Conversion Date.


 


(c)  For purposes of determining the Dollar
Equivalent, such amounts shall include any premium and costs payable in
connection with the purchase of the Obligation Currency.


 


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14.18.      Permitted Amendments.  (a)   
The US Borrower may, by written notice to the Administrative Agent from
time to time, make one or more offers to all Lenders holding Extended Revolving
Credit Commitments to make one or more Permitted Amendments pursuant to
procedures reasonably specified by the Administrative Agent and reasonably
acceptable to the US Borrower.  Such
notice shall set forth (i) the terms and conditions of the requested
Permitted Amendments and (ii) the date on which each such Permitted
Amendment is requested to become effective (which shall not be less than 10
Business Days no more than 30 Business Days after the date of such
notice).  Only those Lenders holding
Extended Revolving Credit Commitments that consent to such Permitted Amendment
(“Accepting Lenders”) will have the maturity of their Extended Revolving
Credit Commitments extended and be entitled to receive any increase in the
Applicable ABR Margin or Applicable Eurodollar Margin and any fees, in each
case, as provided therein.


 


(b)  The US Borrower, the UK Borrower, Holdings
and each Accepting Lender shall execute and deliver to the Administrative Agent
such documentation as the Administrative Agent shall reasonably specify to
evidence the acceptance of the Permitted Amendments and the terms and
conditions thereof.  The Administrative
Agent shall promptly notify each Lender as to the effectiveness of each
Permitted Amendment.  Each of the parties
hereto hereby agrees that, upon the effectiveness of any Permitted Amendment,
the Agreement shall be deemed amended to the extent (but only to the extent)
necessary to reflect the existence and terms of the Permitted Amendment
evidenced thereby and only with respect to the Loans and Commitments of the
Accepting Lenders (including any amendments necessary to treat the Loans and
Commitments of the Accepting Lenders in a manner consistent with the other
Loans and Commitments under this Agreement). 
Notwithstanding the foregoing, no Permitted Amendment shall become
effective under this Section 14.18 unless the Administrative Agent, to the
extent so reasonably requested by the Administrative Agent, shall have received
legal opinions, board resolutions and officer’s certificates consistent with
those delivered on the Restatement Date.


 


14.19.      Effect of the Amendment and Restatement.  (a)  On the Restatement Date, the
Existing Credit Agreement shall be amended and restated in its entirety by this
Agreement, and the Existing Credit Agreement shall thereafter be of no further
force and effect and shall be deemed replaced and superseded in all respects by
this Agreement, except to evidence (i) the incurrence by the Borrowers of
the Obligations under and as defined in the Existing Credit Agreement (whether
or not such Obligations are contingent as of the Restatement Date), (ii) the
representations and warranties made by the Borrowers prior to the Restatement
Date (which representations and warranties made prior to the Restatement Date
shall not be superseded or rendered ineffective by this Agreement as they
pertain to the period prior to the Restatement Date) and (iii) any action
or omission performed or required to be performed pursuant to such Existing
Credit Agreement prior to the Restatement Date (including any failure, prior to
the Restatement Date, to comply with the covenants contained in Existing Credit
Agreement).  The parties hereto
acknowledge and agree that (a) this Agreement and the other Credit
Documents, whether executed and delivered in connection herewith or otherwise, do
not constitute a novation or termination of the Obligations under the


 


176

















 


Existing Credit Agreement
or the other Credit Documents as in effect prior to the Restatement Date and
which remain outstanding as of the Restatement Date, (b) the Obligations
under the Existing Credit Agreement and the other Security Documents are in all
respects continuing (as amended and restated hereby and which are in all
respects hereinafter subject to the terms herein) and (c) the Liens and
security interests as granted under the applicable Credit Documents securing
payment of such Obligations are in all respects continuing and in full force
and effect and are reaffirmed hereby.


 


(b)  On and after the Restatement Date, (i) all
references to the Existing Credit Agreement or the Credit Agreement in the
Credit Documents (other than this Agreement) shall be deemed to refer to the
Existing Credit Agreement, as amended and restated hereby, (ii) all
references to any section (or subsection) of the Existing Credit Agreement or
the Credit Agreement in any Credit Document (but not herein) shall be amended
to become, mutatis  mutandis, references to the
corresponding provisions of this Agreement and (iii) except as the context
otherwise provides, on or after the Restatement Date, all references to this
Agreement herein (including for purposes of indemnification and reimbursement
of fees) shall be deemed to be reference to the Existing Credit Agreement as
amended and restated hereby.


 


(c)  This amendment and restatement is limited
as written and is not a consent to any other amendment, restatement or waiver
or other modification, whether or not similar and, except as expressly provided
herein or in any other Credit Document, all terms and conditions of the Credit
Documents remain in full force and effect unless otherwise specifically amended
hereby or by any other Credit Document.


 


(d)  Except to the extent specifically amended
on the Restatement Date, this amendment and restatement shall not alter, modify
or in any way amend the schedules and exhibits to the Existing Credit Agreement
(and such schedules and exhibits shall continue to be schedules and exhibits
hereto).


 


[Signature pages follow]


 


177

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective officers as of the day
and year first above written.


 


 


	
   

  	
   

  	
  ROCKWOOD SPECIALTIES GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Thomas J. Riordan

  
	
   

  	
   

  	
   

  	
  Name: Thomas J. Riordan

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President, Law
  and Administration

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ROCKWOOD SPECIALTIES LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Thomas J. Riordan

  
	
   

  	
   

  	
   

  	
  Name: Thomas J. Riordan

  
	
   

  	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ROCKWOOD SPECIALTIES INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Thomas J. Riordan

  
	
   

  	
   

  	
   

  	
  Name: Thomas J. Riordan

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President, Law
  and Administration

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CREDIT SUISSE, 

  
	
   

  	
   

  	
  Cayman Islands Branch, as Administrative Agent,
  Collateral Agent, Letter of Credit Issuer and Swingline Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Karl M. Studer

  
	
   

  	
   

  	
   

  	
  Name: Karl M. Studer

  
	
   

  	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Jay Chall

  
	
   

  	
   

  	
   

  	
  Name: Jay Chall

  
	
   

  	
   

  	
   

  	
  Title: Director

  



 


[Signature
Page to Amended and Restated Credit Agreement]


 
















 


Schedule 1.1(a)


 


Additional Cost Formulae


 


The
Additional Cost is an addition to the interest rate to compensate Lenders for
the cost of compliance with (a) the requirements of the Bank of England
and/or the Financial Services Authority (or, in either case, any other
authority which replaces all or any of its functions) or (b) the
requirement of the European Central Bank.


 


On
the first day of each Interest Period (or as soon as possible thereafter) the
Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional
Cost Rate”) for each Lender, in accordance with the paragraphs set out
below.  The Additional Cost will be
calculated by the Administrative Agent as a weighted average of the Lenders’
Additional Cost Rates (weighted in proportion to the percentage participation
of each Lender in the relevant Loan) and will be expressed as a percentage rate
per annum.


 


The
Additional Cost Rate for any Lender lending from a Facility Office in a
Participating Member State will be the percentage notified by that Lender to
the Administrative Agent.  This
percentage will be certified by that Lender in its notice to the Administrative
Agent to be its reasonable determination of the cost (expressed as a percentage
of that Lender’s participation in all Loans made from that Facility Office) of
complying with the minimum reserve requirements of the European Central Bank in
respect of loans made from that Facility Office.


 


The
Additional Cost Rate for any Lender lending from a Facility Office in the
United Kingdom will be calculated by the Administrative Agent as follows:


 


In
relation to a Sterling Loan:


 


AB + C(B - D) + E x 0.01


Per
cent. per annum


100 - (A + C)


 


in
relation to a Loan in any currency other than Sterling:


 


E x 0.01


Per
cent. per annum


300


 


Where:


 


A             is the percentage of Eligible Liabilities (assuming these to be in excess
of any stated minimum) which that Lender is from time to time required to
maintain as 


 


[Signature Page to Amended and Restated Credit
Agreement]


 

















 


an interest free cash ratio deposit with the
Bank of England to comply with cash ratio requirements.


 


B             is the percentage rate of interest (excluding the applicable Foreign
Currency Borrowing margin and the Additional Cost and, if the Loan is an
overdue amount, the additional rate of interest specified in Section 2.8(c))
payable for the relevant Interest Period on the Loan.


 


C                                        is the percentage (if any)
of Eligible Liabilities which that Lender is required from time to time to
maintain as interest bearing Special Deposits with the Bank of England.


 


D                                       is the percentage rate per
annum payable by the Bank of England to the Administrative Agent on interest
bearing Special Deposits.


 


E                                         is designed to compensate
Lenders for amounts payable under the Fees Rules and is calculated by the
Administrative Agent as being the average of the most recent rates of charge
supplied by the Reference Lender to the Administrative Agent pursuant to
paragraph 7 below and expressed in pounds per ₤1,000,000.


 


For
the purposes of this Schedule:


 


(a)                                  “Eligible Liabilities” and “Special Deposits” have the meanings given
to them from time to time under or pursuant to the Bank of England Act 1998 or
(as may be appropriate) by the Bank of England;


 


(b)                                 “Facility Office” means the
office or offices notified by a Lender to the Administrative Agent in writing
on or before the date it becomes a Lender (or, following the date, by not less
than five Business Days’ written notice) as the office or offices through which
it will perform its obligations under this Agreement;


 


(c)                                  “Fees Rules” means the rules on
periodic fees contained in the FSA Supervision Manual or such other law or
regulation as may be in force from time to time in respect of the payment of
fees for the acceptance of deposits;


 


(d)                                 “Fee Tariffs” means the fee
tariffs specified in the Fees Rules under the activity group A.I.  Deposit acceptors (ignoring any minimum fee
or zero rated fee required pursuant to the Fee rules but taking into
account any applicable discount rate);


 


(e)                                  “Participating Member State”
means any member state of the European Communities that adopts or has adopted
the Euro as its lawful currency in accordance with legislation of the European
Community relating to Economic and Monetary Union; and


 


(f)                                    “Tariff Base” has the
meaning given to it in, and will be calculated in accordance with, the Fees
Rules.


 

















 


In
application of the above formulae, A, B, C and D will be included in the
formulae as percentages (i.e. 5 per cent. will be included in the formula as 5
and not as 0.05).  A negative result
obtained by subtracting D from B shall be taken as zero.  The resulting figures shall be rounded to
four decimal places.


 


If
requested by the Administrative Agent, the Reference Lender shall, as soon as
practicable after publication by the Financial Services Authority, supply to
the Administrative Agent, the rate of charge payable by the Reference Lender to
the Financial Services Authority pursuant to the Fees Rules in respect of
the relevant financial year of the Financial Services Authority (calculated for
this purpose by the Reference Lender as being the average of the Fee Tariffs
applicable to the Reference Lender for that financial year) and expressed in
pounds per £1,000,000 of the Tariff Base of the Reference Lender.


 


Each
Lender shall supply any information required by the Administrative Agent for
the purpose of calculating its Additional Cost Rate.  In particular, but without limitation, each
Lender shall supply the following information on or prior to the date on which
it becomes a Lender:


 


the
jurisdiction of its Facility Office; and


 


any
other information that the Administrative Agent may reasonably require for such
purpose.


 


Each
Lender shall promptly notify the Administrative Agent of any change to the
information provided by it pursuant to this paragraph.


 


The
percentages of each Lender for the purpose of A and C above and the rates of
charge of the Reference Lender for the purposes of E above shall be determined
by the Administrative Agent based upon the information supplied to it pursuant
to paragraphs 7 and 8 above and on the assumption that, unless a Lender
notifies the Administrative Agent to the contrary, each Lender’s obligations in
relation to cash ratio deposits and Special Deposits are the same as those of a
typical bank from its jurisdiction of incorporation with a Facility Office in
the same jurisdiction as its Facility Office.


 


The
Administrative Agent shall have no liability to any person if such
determination results in an Additional Cost Rate which over or under
compensates any Lender and shall be entitled to assume that the information
provided by any Lender including the Reference Lender pursuant to paragraphs 3,
7 and 8 above is true and correct in all respects.


 


The
Administrative Agent shall distribute the additional amounts received as a
result of the Additional Cost to the Lenders on the basis of the Additional
Cost Rate for each Lender based on the information provided by each Lender and
the Reference Lender pursuant to paragraphs 3, 7 and 8 above.


 


Any
determination by the Administrative Agent pursuant to this Schedule in relation
to a formula, the Additional Cost, an Additional Cost Rate or any amount
payable to a Lender shall, in the absence of manifest error, be conclusive and
binding on all parties to this Agreement.


 

















 


The
Administrative Agent may from time to time, after consultation with the US
Borrower (on behalf of itself and the UK Borrower) and the Lenders, determine
and notify to all parties to this Agreement any amendments which are required
to be made to this Schedule in order to comply with any change in law,
regulation or any requirements from time to time imposed by the Bank of
England, the Financial Services Authority or the European Central Bank (or, in
any case, any other authority which replaces all or any of its functions) and
any such determination shall, in the absence of manifest error, be conclusive
and binding on all parties to this Agreement.


 

















 


Schedule 1.1(b)


 


to the Credit Agreement


 


MORTGAGED PROPERTIES


 


1.             3700
E. Olympic Blvd.


Los Angeles, CA 90023


(Los Angeles County)


 


USA


 


Owner:
Rockwood Pigments N.A., Inc.


 


2.             170
Pioneer Drive


Leominster, MA 01453


(Worcester
County)


 


USA


 


Owner:
AlphaGary Corporation


 


3.             5910
Pharr Mill Road


Harrisburg, NC 28075


(Cabarrus
County)


USA


 


Owner: Chemical Specialties, Inc.


 


4.             5630
Pioneer Creek Drive


Maple Plain, MN 55359


(Hennepin
County)


USA


Owner:
Electrochemicals Inc.


 


5.             15
Clarkson Street


Providence, RI 02908


(Providence
County)


 

















 


USA


 


Owner: Exsil, Inc.


 


6.             7011
Muirkirk Road


Beltsville, MD 20705


(Prince
George’s County)


USA


Owner:
Rockwood Pigments N.A., Inc.


 


7.             303
East Hoffmeister


Lemay, MO 63125


(St. Louis County)


USA


Owner: Rockwood Pigments N.A., Inc.


 


8.             1 &
7 Swisher Drive


 


Cartersville, GA 30120


(Bartow
County)


USA


Owner:
Southern Color N.A., Inc.


 


9.             13177 Huran River Drive


Romulus,
MI 48174


(Wayne
County)


USA


Owner:
Oakite Products, Inc.


 


10.           50 Valley Road


Berkeley
Heights, NJ 07922


(Union
County)


USA


Owner:
Oakite Products, Inc.


 


11.           1033 State Route 20


New
Lebanon, NY 12125


(Columbia
County)


USA


Owner:
CeramTec North America Innovative Ceramic Engineering Corporation


 


12.           One Technology Place —
Highway 14


Laurens,
SC 29360


 

















 


(Laurens
County)


USA


Owner:
CeramTec North America Innovative Ceramic Engineering Corporation


 


13.           9635 Industrial Drive


Pineville,
NC 28134


(Mecklenburg
County)


USA


Owner:
AlphaGary Corporation


 


14.           348 Holiday Inn Drive


Kings
Mountain, NC 28086


(Cleveland
County)


USA


Owner:
Chemetall Foote Corp.


 


15.          Beler
Way


Leicester
Road Industrial Estate


Melton
Mowbray


Leicestershire
B60 1BS


United
Kingdom


(registered
at HM Land Registry under Title Number LT303692)


 


16.           Property in Widnes


United
Kingdom


 


17.           Units B, F and G West


Newark
Road North


Eastfield
Industrial Estate,


Glenrothes


Scotland


 


18.           Netherfield Chemical Works


Duke
Street


Glasgow


Scotland


 


19.           Real estate located in Turin


Italy


 


20.           Real estate located in Azeglio


Italy


 

















 


Schedule 1.1(c)


Commitments and Address of Lenders


 


Commitments


 


	
   

  	
   

  	
   

  	
   

  	
  Lender

  	
   

  
	
   

  	
   

  	
  Total

  100%

  	
   

  	
  CSKB

  40%

  	
   

  	
  GSCP

  30%

  	
   

  	
  UBS

  30%

  	
   

  
	
  Revolver

  	
   

  	
  $

  	
  250,000,000.00

  	
   

  	
  $

  	
  100,000,000.00

  	
   

  	
  $

  	
  75,000,000.00

  	
   

  	
  $

  	
  75,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tranche A1-Drawn

  	
   

  	
  €

  	
  39,129,762.71

  	
   

  	
  €

  	
  15,651,905.08

  	
   

  	
  €

  	
  11,738,928.81

  	
   

  	
  €

  	
  11,738,928.81

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tranche A1-Delayed Draw

  	
   

  	
  €

  	
  41,907,635.58

  	
   

  	
  €

  	
  16,763,054.23

  	
   

  	
  €

  	
  12,572,290.67

  	
   

  	
  €

  	
  12,572,290.67

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total A1 Facility

  	
   

  	
  €

  	
  81,037,398.29

  	
   

  	
  €

  	
  32,414,959.32

  	
   

  	
  €

  	
  24,311,219.49

  	
   

  	
  €

  	
  24,311,219.49

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tranche A2

  	
   

  	
  €

  	
  128,500,779.57

  	
   

  	
  €

  	
  51,400,311.83

  	
   

  	
  €

  	
  38,550,233.87

  	
   

  	
  €

  	
  38,550,233.87

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tranche B

  	
   

  	
  $

  	
  985,000,000.00

  	
   

  	
  $

  	
  394,000,000.00

  	
   

  	
  $

  	
  295,500,000.00

  	
   

  	
  $

  	
  295,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tranche C

  	
   

  	
  €

  	
  222,110,468.53

  	
   

  	
  €

  	
  88,844,187.41

  	
   

  	
  €

  	
  66,633,140.56

  	
   

  	
  €

  	
  66,633,140.56

  	
   

  



 


Addresses


 


Credit
Suisse First Boston, acting through its Cayman Islands branch


Eleven
Madison Avenue


New
York, New York 10011


 


Goldman
Sachs Credit Partners L.P.


85
Broad Street


New
York, New York 10004


 


UBS
Loan Finace LLC


677
Washington Boulevard


Stamford,
Connecticut 06901


 
















 


SCHEDULE 8.12


to the Credit Agreement


 


SUBSIDIARIES


 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
  Rockwood
  America Inc.*

  	
   

  	
  Delaware

  	
   

  	
  100%
  directly

  
	
  RS
  Funding Corporation *

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Rockwood America Inc.

  
	
  Rockwood
  Specialties Inc.*

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Rockwood America Inc.

  
	
  Rockwood
  Pigments NA, Inc.*

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Rockwood Specialties Inc.

  
	
  Advantis
  Technologies, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Rockwood Specialties Inc.

  
	
  AlphaGary
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Rockwood Specialties Inc.

  
	
  Chemical
  Specialties, Inc.

  	
   

  	
  North
  Carolina

  	
   

  	
  100%
  indirectly through Rockwood Specialties Inc.

  
	
  Compugraphics
  U.S.A. Inc.

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Rockwood Specialties Inc.

  
	
  Cyantek
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Rockwood

  



 






* Denotes a Material Subsidiary


 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
   

  	
   

  	
   

  	
   

  	
  Specialties
  Inc.

  
	
  Electrochemicals
  Inc.

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Rockwood Specialties Inc.

  
	
  Exsil, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Rockwood Specialties Inc.

  
	
  Southern
  Clay Products, Inc.

  	
   

  	
  Texas

  	
   

  	
  100%
  indirectly through Rockwood Specialties Inc.

  
	
  RS
  Receivables Corporation

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Rockwood Specialties Inc.

  
	
  RS
  Receivables II Corporation

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Rockwood Specialties Inc.

  
	
  RS
  Receivables III Corporation

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Rockwood Specialties Inc.

  
	
  Lurex, Inc

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Rockwood Pigments NA, Inc.

  
	
  Southern
  Color N.A., Inc.

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Rockwood Pigments NA, Inc.

  
	
  Rockwood
  Specialties Limited *

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%
  directly

  
	
  Creambay
  Limited

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%
  indirectly through Rockwood Specialties Limited

  
	
  Chillihurst
  Limited

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%

  



 






* Denotes a Material Subsidiary


 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
   

  	
   

  	
   

  	
   

  	
  indirectly
  through Rockwood Specialties Limited

  
	
  Creamglade
  Limited

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%
  indirectly through Rockwood Specialties Limited

  
	
  Mustardgrange
  Limited

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%
  indirectly through Rockwood Specialties Limited

  
	
  CSI
  Wood Protection Limited

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%
  indirectly through Rockwood Specialties Limited

  
	
  Rockwood
  Additives Limited

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%
  indirectly through Rockwood Specialties Limited

  
	
  Rockwood
  Absorbents (Baulking) Limited

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%
  indirectly through Rockwood Additives Limited

  
	
  AlphaGary
  Limited

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%
  indirectly through Rockwood Additives Limited

  
	
  Caledonian
  Applied Technology Limited

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%
  indirectly through Creamglade Limited

  
	
  Rockwood
  Pigments (UK) Limited

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%
  indirectly through Creambay Limited

  
	
  Inorganic
  Pigments Limited

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%
  indirectly through Creambay Limited

  
	
  Rockwood
  Electronic Materials Limited

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%
  indirectly through Mustardgrange Limited

  
	
  Compugraphics
  International Limited

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%
  indirectly through Caledonian Applied

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
   

  	
   

  	
   

  	
   

  	
  Technology
  Limited

  
	
  IC
  Masks Limited

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%
  indirectly through Caledonian Applied Technology Limited

  
	
  Colorbatch
  Limited

  	
   

  	
  United
  Kingdom

  	
   

  	
  100%
  indirectly through Rockwood Pigments (UK) Limited

  
	
  Rockwood
  (Ningbo) Chemicals Corporation Limited

  	
   

  	
  China

  	
   

  	
  100%
  indirectly through Inorganic Pigments Limited

  
	
  Changshu
  Rockwood Pigments Company Limited

  	
   

  	
  China

  	
   

  	
  51%
  indirectly through Inorganic Pigments Limited

  
	
  Fuyang
  Golden Autumn Chemicals Company Limited

  	
   

  	
  China

  	
   

  	
  30%
  indirectly through Inorganic Pigments Limited

  
	
  Rockwood
  Specialties GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  directly

  
	
  Rockwood
  Pigmente Holding GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Rockwood Specialties GmbH

  
	
  Silo
  Pigmente GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Rockwood Specialties GmbH

  
	
  Brockhues
  GmbH & Co. KG

  	
   

  	
  Germany

  	
   

  	
  10.00%
  indirectly through Silo Pigmente GmbH and 89.93% indirectly through Rockwood
  Pigmente Holding GmbH **

  
	
  Rockwood
  Italia SpA

  	
   

  	
  Italy

  	
   

  	
  100%
  directly

  
	
  Rockwood
  Industries Spain SL

  	
   

  	
  Spain

  	
   

  	
  100%

  



 






**           The
remaining 0.07% interest held by minority shareholders.


 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
   

  	
   

  	
   

  	
   

  	
  directly

  
	
  Rockwood
  Specialties (Singapore) Pte Limited

  	
   

  	
  Singapore

  	
   

  	
  100%
  directly

  
	
  CSI
  Kemwood AB

  	
   

  	
  Sweden

  	
   

  	
  100%
  directly

  
	
  CSI
  Kemwood Oy

  	
   

  	
  Finland

  	
   

  	
  100%
  directly

  
	
  Rockwood
  Electrochemicals Asia Limited

  	
   

  	
  Taiwan

  	
   

  	
  99.9%
  directly and 0.0012% indirectly through Subsidiaries(1)

  
	
  AlphaGary
  (Canada) Limited

  	
   

  	
  Canada

  	
   

  	
  100%
  directly

  
	
  Rockwood
  Chemicals (Ireland) Limited

  	
   

  	
  Ireland

  	
   

  	
  100%
  directly

  
	
  Rockwood
  Group Pension Trustees (Ireland) Limited

  	
   

  	
  Ireland

  	
   

  	
  100%
  indirectly through Rockwood Chemicals (Ireland) Limited

  
	
  Rockwood
  Electronic Materials France

  	
   

  	
  France

  	
   

  	
  100%
  directly(2)

  
	
  Rockwood
  Electrochemicals (Suzhou) Co., Ltd.

  	
   

  	
  China

  	
   

  	
  100%
  indirectly through Rockwood Electronic Materials Limited

  
	
  ISiltec
  Innovative Silicon Technologies GmbH

  	
   

  	
  Germany

  	
   

  	
  85%
  indirectly through

  



 






(1)           Each
of Compugraphics U.S.A., Inc., Cyantek Corp.oration, Southern Clay Products,
Inc.., Exsil, Inc.., Eletrochemicals, Inc.. and Rockwood Specialties, Inc.. own
a 0.0002% interest in Rockwood Electrochemicals Asia Limited.


 


(2)           Rockwood
Specialties Group, Inc.. holds 275,514 of the 275,520 issued and outstanding
ordinary shares of Rockwood Electronic Materials SA. Under French law, a
société anonyme type of company, such as the Company is required to have at
least 7 shareholders. Therefore, 6 minority shareholders hold 1 ordinary share
each.


 
















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
   

  	
   

  	
   

  	
   

  	
  Rockwood
  Specialities GmbH(3)

  
	
  Isiltec, Inc.

  	
   

  	
  Georgia

  	
   

  	
  100%
  indirectly through ISiltec Innovative Silicon Technologies GmbH

  
	
  Isiltec
  Wafer Reclaim GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through ISiltec Innovative Silicon Technologies GmbH

  
	
  RW
  Holding Corp.

  	
   

  	
  Delaware

  	
   

  	
  100%
  directly

  
	
  Ceram
  Tec North America Corp.

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through RW Holding Corp.

  
	
  Sachtleben
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through R W Holding Corp.

  
	
  Chemetall
  Corp.

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through R W Holding Corp.

  
	
  Oakite
  Products, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Chemetall Corporation.

  
	
  Chemetall Mexicana, S.A. de C.V.

  	
   

  	
  Mexico

  	
   

  	
  99.99%
  indirectly through Chemetall Corporation.

  
	
  Oakite
  Canada Ltd.

  	
   

  	
  Canada

  	
   

  	
  100%
  indirectly through Chemetall Corporation.

  



 






(3)  The
remaining 15% interest held by minority shareholders


 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
  Chemetall
  Chemical Products Inc.

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Chemetall Corporation.

  
	
  Chemetall
  Foote Corp.

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Chemetall Corporation.

  
	
  Foote
  Chile Holding Company

  	
   

  	
  Delaware

  	
   

  	
  100%
  indirectly through Chemetall Corporation.

  
	
  Foote
  Minera a Inversiones Ltda.

  	
   

  	
  Chile

  	
   

  	
  50%
  indirectly through Chemetall Corporation.

  
	
  Sociedad Chilena de Litio Ltda.

  	
   

  	
  Chile

  	
   

  	
  55%
  indirectly through Chemetall Corporation.

  
	
  Sales
  de Magnesio Ltda.

  	
   

  	
  Chile

  	
   

  	
  50%
  indirectly through Chemetall Corporation.

  
	
  Knight
  Lux 1 Sa.r.l.

  	
   

  	
  Luxembourg

  	
   

  	
  89.6%
  directly and 10.4% indirectly through RS Funding Corporation

  
	
  Knight
  Lux 2 Sa.r.l.

  	
   

  	
  Luxembourg

  	
   

  	
  100%
  indirectly through Knight Lux 1 Sa.r.l.

  
	
  Knight
  Erste Beteiligungs GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Knight Lux 2 Sa.r.l.

  
	
  Knight
  Zweite Beteiligungs GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Knight Erste Beteiligungs GmbH

  
	
  Knight
  Dritte Beteiligungs

  	
   

  	
  Germany

  	
   

  	
  100%

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
  GmbH

  	
   

  	
   

  	
   

  	
  indirectly
  through Knight Erste Beteiligungs GmbH

  
	
  Knight
  Vierte Beteiligungs GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Knight Erste Beteiligungs GmbH

  
	
  Knight
  Fünfte Beteiligungs GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Knight Erste Beteiligungs GmbH

  
	
  Knight
  Chimiques De Specialite SAS

  	
   

  	
  France

  	
   

  	
  100%
  indirectly through Knight Erste Beteiligungs GmbH

  
	
  Knight
  Specialite Synthesis SAS

  	
   

  	
  France

  	
   

  	
  100%
  indirectly through Knight Vierte Beteiligungs GmbH

  
	
  Dynamit
  Nobel AG

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Knight Erste Beteiligungs GmbH

  
	
  DNJV
  Vermögensverwaltung GmbH

  	
   

  	
  Germany

  	
   

  	
  99.95%
  indirectly through Dynamit Nobel AG

  
	
  Dynamit
  Nobel Beteiligungen GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Dynamit Nobel AG

  
	
  Dynamit
  Nobel GmbH Explosivstoff-und Systemtechnik

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Dynamit Nobel AG

  
	
  Dynamit
  Nobel AIS GmbH Automotive Ignition Systems

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  
	
  LRG
  Recycling GmbH

  	
   

  	
  Germany

  	
   

  	
  33.33%
  indirectly through Dynamit Nobel GmbH Explosivstoff-und

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
   

  	
   

  	
   

  	
   

  	
  Systemtechnik

  
	
  GHGS
  Gesellschaft für Hülsenlose Gewehrsysteme GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  
	
  Petri-DN
  GmbH Inflator Systems

  	
   

  	
  Germany

  	
   

  	
  30%
  indirectly through Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  
	
  Würgendorf
  Gehemigungshaltergesellschaft mbH

  	
   

  	
  Germany

  	
   

  	
  34%
  indirectly through Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  
	
  RUAG
  Deutschland GmbH

  	
   

  	
  Germany

  	
   

  	
  20%
  indirectly through Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  
	
  Dynamic
  Synthesis GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  
	
  Troisdorf
  Genehmigungshaltergesellschaft mbH

  	
   

  	
  Germany

  	
   

  	
  16%
  indirectly through Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  
	
  DynITEC
  GmbH

  	
   

  	
  Germany

  	
   

  	
  15%
  indirectly through Dynamit Nobel GmbH 

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
   

  	
   

  	
   

  	
   

  	
  Explosivstoff-und
  Systemtechnik

  
	
  Rohner
  AG

  	
   

  	
  Switzerland

  	
   

  	
  100%
  indirectly through Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  
	
  bci
  Betriebs-AG

  	
   

  	
  Switzerland

  	
   

  	
  3.86%
  indirectly through Rohner AG

  
	
  Dynamit
  Nobel Chimie Specialisée Pharmaceutique SAS

  	
   

  	
  France

  	
   

  	
  100%
  indirectly through Knight Chimiques De Specialite SAS

  
	
  Finorga
  S.A.

  	
   

  	
  France

  	
   

  	
  100%
  indirectly through Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  
	
  Bedec
  Tir S.A.

  	
   

  	
  France

  	
   

  	
  30%
  indirectly through Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  
	
  DICON
  Explosives Company Ltd.

  	
   

  	
  Nigeria

  	
   

  	
  34.08%
  indirectly through Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  
	
  Nigerian
  Development and Construction Company Ltd.

  	
   

  	
  Nigeria

  	
   

  	
  25%
  indirectly through Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  



 
















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
  CHEMETALL
  GmbH

  	
   

  	
  Germany

  	
   

  	
  49%
  indirectly through Dynamit Nobel AG and 51% indirectly through Dynamit Nobel
  Beteiligungen GmbH

  
	
  Chemetall
  Sp. zo.o.

  	
   

  	
  Poland

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  CM-Hilfe
  GmbH Unterstützungskasse

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  CHEMETALL
  TAIWAN CO., LTD.

  	
   

  	
  Taiwan

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Shanghai
  Chemetall Chemicals Co., Ltd.

  	
   

  	
  China

  	
   

  	
  60%
  indirectly through CHEMETALL GmbH

  
	
  Chongqing
  Chemetall Chemicals Co., Ltd.

  	
   

  	
  China

  	
   

  	
  35%
  indirectly through CHEMETALL GmbH

  
	
  CHEMETALL
  SA

  	
   

  	
  France

  	
   

  	
  99.98%
  indirectly through Knight Specialite Synthesis SAS

  
	
  CHEMETALL
  TRAITEMENT DE SURFACE SAS

  	
   

  	
  France

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Chemical
  Spécialités Chimiques S.A.S.

  	
   

  	
  France

  	
   

  	
  100%
  indirectly through CHEMETALL

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
   

  	
   

  	
   

  	
   

  	
  GmbH

  
	
  Chemetall
  Lusitana-Sociedade Tratamento

  	
   

  	
  Portugal

  	
   

  	
  99.98%
  indirectly owned through CHEMETALL GmbH and 0.02% indirectly through
  CHEMETALL SA

  
	
  Superficies
  Metalicas

  	
   

  	
  Portugal

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  SureChem
  Industries Pty Ltd.

  	
   

  	
  Australia

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Chemetall
  s.r.o.

  	
   

  	
  Prague

  	
   

  	
  90%
  indirectly through CHEMETALL GmbH

  
	
  Cetema
  B.V.

  	
   

  	
  Netherlands

  	
   

  	
  100%
  CHEMETALL GmbH

  
	
  Chemetall
  N.V.

  	
   

  	
  Belgium

  	
   

  	
  58.88%
  indirectly through CHEMETALL GmbH

  
	
  CM
  Services B.V.

  	
   

  	
  Netherlands

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  CHEMETALL
  (PROPRIETARY) LTD.

  	
   

  	
  South
  Africa

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Metalon
  Stolberg Gesellschaft mit beschränkter Haftung

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
  ChemStore
  GmbH

  	
   

  	
  Germany

  	
   

  	
  50%
  indirectly through CHEMETALL GmbH

  
	
  Chemetall
  (Australasia) Pty. Ltd.

  	
   

  	
  Australia

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Chemetall
  Japan K.K.

  	
   

  	
  Japan

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Bonder
  Iran S.S.K.

  	
   

  	
  Iran

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Chemetall
  do Brasil Ltda.

  	
   

  	
  Brasil

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Breisach Empreendimentos e Participações
  Ltda.

  	
   

  	
  Brasil

  	
   

  	
  99%
  indirectly through CHEMETALL GmbH

  
	
  Chemetall
  Sanayi Kimyasallari Ticaret ve Sanayi A.S.

  	
   

  	
  Turkey

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Chemetall
  Polska Sp.zo.o.

  	
   

  	
  Poland

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Chemetall
  Hungaria Vegyianyagokat Gyártó es Fomalmazó Kft

  	
   

  	
  Hungary

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  PMG
  Corp.

  	
   

  	
  Japan

  	
   

  	
  50%

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
   

  	
   

  	
   

  	
   

  	
  indirectly
  owned by CHEMETALL GmbH

  
	
  Chemetall
  (Schweiz) AG

  	
   

  	
  Switzerland

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  CM
  Gesellschaft für Funktionsadditive GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  CHEMETALL
  Ges.m.b.H.

  	
   

  	
  Austria

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Industrieservice
  Ges.mbH

  	
   

  	
  Austria

  	
   

  	
  10%
  indirectly through CHEMETALL GmbH

  
	
  Aachener
  Chemische Werke Ges.für Glastechnische Produckte und Verfahren mbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  CHEMETALL
  INDIA COMPANY LTD.

  	
   

  	
  UK

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Chemetall-Rai
  India Ltd.

  	
   

  	
  India

  	
   

  	
  40%
  indirectly through CHEMETALL GmbH

  
	
  Brent
  International GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  hebro
  chemie GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through 

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
   

  	
   

  	
   

  	
   

  	
  CHEMETALL
  GmbH

  
	
  Chemetall
  Hispania S.A.

  	
   

  	
  Spain

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Agena Resinas y Colas Ltda.

  	
   

  	
  Brasil

  	
   

  	
  20%
  indirectly through CHEMETALL GmbH

  
	
  Ardrox
  – Agena Quimica Ltda.

  	
   

  	
  Brasil

  	
   

  	
  49%
  indirectly through CHEMETALL GmbH

  
	
  SMC Productos Fundicion S.A.

  	
   

  	
  Spain

  	
   

  	
  56.56%
  indirectly through CHEMETALL GmbH and 43.44% indirectly through Chemetall
  Hispania S.A.

  
	
  Chemetall
  Asia Pte. Ltd.

  	
   

  	
  Singapore

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  CHEMETALL
  HONG KONG LTD.

  	
   

  	
  China

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Chemetall
  Philippines Co. Ltd., Inc.

  	
   

  	
  Philippines

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  CHEMETALL
  s.r.l.

  	
   

  	
  Italy

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  CHEMETALL
  ITALIA s.r.l.

  	
   

  	
  Italy

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  



 
















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
  KENDELL
  s.r.l.

  	
   

  	
  Italy

  	
   

  	
  75%
  indirectly through CHEMETALL GmbH

  
	
  CHEMETALL
  SPECIALITY CHEMICALS LTD.

  	
   

  	
  UK

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  SMC
  FOUNDRY PRODUCTS LTD.

  	
   

  	
  UK

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  CHEMETALL
  PLC

  	
   

  	
  UK

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  AM
  Craig Ltd.

  	
   

  	
  UK

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Brent
  International B.V.

  	
   

  	
  UK

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  THE
  BRENT MANUFACTURING COMPANY LTD.

  	
   

  	
  UK

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  CHEMSERVE
  LTD.

  	
   

  	
  UK

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  ARDROX
  LTD.

  	
   

  	
  UK

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  WINNETS
  INKS LTD.

  	
   

  	
  UK

  	
   

  	
  100%

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
   

  	
   

  	
   

  	
   

  	
  indirectly
  through CHEMETALL GmbH

  
	
  BCI
  PENSIONS TRUSTEE LTD.

  	
   

  	
  UK

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  BRENT
  EUROPE LTD.

  	
   

  	
  UK

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  PROCESS
  INK HOLDINGS LTD.

  	
   

  	
  UK

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  PROCESS
  INKS AND COATINGS LTD.

  	
   

  	
  UK

  	
   

  	
  100%
  indirectly through PROCESS INKS HOLDINGS LTD.

  
	
  Chemetall
  Skandinavien Ytteknik AB

  	
   

  	
  Sweden

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Chemetall
  Danmark A/S

  	
   

  	
  Denmark

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  Chemetall
  Finland Oy

  	
   

  	
  Finland

  	
   

  	
  100%
  indirectly through CHEMETALL GmbH

  
	
  CeramTec
  AG Innovative Ceramic Engineering

  	
   

  	
  Germany

  	
   

  	
  51%
  indirectly through Dynamit Nobel Beteiligungen GmbH and 49% indirectly
  through

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
   

  	
   

  	
   

  	
   

  	
  Dynamit
  Nobel AG

  
	
  Cerasiv
  GmbH Innovatives Keramik-Engineering

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through CeramTec AG Innovative Ceramic Engineering

  
	
  CeramTec
  Italia S.r.l.

  	
   

  	
  Italy

  	
   

  	
  100%
  indirectly through CeramTec AG Innovative Ceramic Engineering

  
	
  CeramTec
  UK Ltd.

  	
   

  	
  UK

  	
   

  	
  100%
  indirectly through CeramTec AG Innovative Ceramic Engineering

  
	
  CeramTec
  Czech Republic spol s.r.o.

  	
   

  	
  Czech
  Republic

  	
   

  	
  100%
  indirectly through CeramTec AG Innovative Ceramic Engineering

  
	
  CeramTec
  Innovativ Ceramic Engineering (M) Sdn. Bhd.

  	
   

  	
  Malaysia

  	
   

  	
  100%
  indirectly through CeramTec AG Innovative Ceramic Engineering

  
	
  CeramTec Substrates s.r.o.

  	
   

  	
  Czech
  Republic

  	
   

  	
  100%
  indirectly through CeramTec AG Innovative Ceramic Engineering

  
	
  CeramTec
  France S.A.R.L.

  	
   

  	
  France

  	
   

  	
  100%
  indirectly through CeramTec AG Innovative Ceramic Engineering

  
	
  CeramTec
  Ibérica Innovative Ceramic Engineering s.l.

  	
   

  	
  Spain

  	
   

  	
  100%
  indirectly through CeramTec AG Innovative Ceramic Engineering

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
  CeramTec
  Korea Ltd.

  	
   

  	
  Korea

  	
   

  	
  100%
  indirectly through CeramTec AG Innovative Ceramic Engineering

  
	
  Suzhou
  CeramTec High-Tech Ceramics Co., Ltd.

  	
   

  	
  China

  	
   

  	
  100%
  indirectly through CeramTec AG Innovative Ceramic Engineering

  
	
  Shanghai
  CeramTec Innovative Ceramic Engineering Co., Ltd.

  	
   

  	
  China

  	
   

  	
  90%
  indirectly through CeramTec AG Innovative Ceramic Engineering

  
	
  ProCeram
  spol. s.r.o.

  	
   

  	
  Czech
  Republic

  	
   

  	
  55.8%
  indirectly through CeramTec AG Innovative Ceramic Engineering

  
	
  Sachtleben
  Chemie GmbH

  	
   

  	
  Germany

  	
   

  	
  51%
  indirectly through Dynamit Nobel Beteiligungen GmbH and 49% indirectly
  through Dynamit Nobel AG

  
	
  Deutsche
  Baryt-Industrie Dr. Rudolf Albert GmbH & Co. KG

  	
   

  	
  Germany

  	
   

  	
  25%
  indirectly through Sachtleben Chemie GmbH

  
	
  Alberti &
  Co. GmbH

  	
   

  	
  Germany

  	
   

  	
  25%
  indirectly through Sachtleben Chemie GmbH

  
	
  Guangzhou
  Huali Sachtleben Chemicals Company Ltd.

  	
   

  	
  China

  	
   

  	
  40%
  indirectly through Dynamit Nobel AG

  
	
  Pigment
  Chemie GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through 

  



 

















 


	
  Name of Subsidiary

  	
   

  	
  State/Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Interest of US

  Borrower

  
	
   

  	
   

  	
   

  	
   

  	
  Sachtleben
  Chemie GmbH

  
	
  MIWAC
  Mitteldeutsche Wasserchemie GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Dynamit Nobel AG

  
	
  EKOKEMI
  GmbH

  	
   

  	
  Germany

  	
   

  	
  96.64%
  indirectly through Dynamit Nobel AG

  
	
  CeramTec
  Anlagen und Betriebs GmbH I.G.

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Dynamit Nobel AG

  
	
  BAE
  Vermögensverwaltungs GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Dynamit Nobel AG

  
	
  Dynamit
  Nobel Unterstützungsfonds GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Dynamit Nobel AG

  
	
  SERTO
  Beteiligungs GmbH & Co. Vermietungs KG

  	
   

  	
  Germany

  	
   

  	
  94%
  indirectly through Dynamit Nobel AG

  
	
  Chemetall
  Anlagen-und Betriebs-GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Dynamit Nobel AG

  
	
  hebro
  chemie Anlagen-und Betriebs-GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Dynamit Nobel AG

  
	
  Sachtleben
  Chemie Anlagen-und Betriebs-GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Dynamit Nobel AG

  
	
  Dynamit
  Nobel Kunststoff Anlagen-und Betriebs-GmbH

  	
   

  	
  Germany

  	
   

  	
  100%
  indirectly through Dynamit Nobel AG

  



 
















 


Schedule 10.1


 


CLOSING DATE INDEBTEDNESS

(Excluding Trade Payables and Accrued Liabilities)


 


Bank Debt – Consolidated under US Gaap


 


	
  Company

  	
   

  	
  Bank

  	
   

  	
  Amount

  	
   

  	
  Maturity Date

  	
   

  	
  Interest Rate

  
	
  Dynamit Nobel AG

  	
   

  	
  WestLB

  	
   

  	
  EUR 5,112,918.81

  	
   

  	
  7/17/2006

  	
   

  	
  6-M-Euribor+0,49%

  
	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  WestLB Düsseldorf

  	
   

  	
  EUR 219,855.53

  	
   

  	
  9/30/2005

  	
   

  	
  5.00%

  
	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  WestLB Düsseldorf

  	
   

  	
  EUR 40,392.04

  	
   

  	
  9/30/2004

  	
   

  	
  6.25%

  
	
  Chemetall GmbH

  	
   

  	
  WestLB AG

  	
   

  	
  EUR 2,556,459.41

  	
   

  	
  11/21/2004

  	
   

  	
  5.91%

  
	
  MIWAC Mitteldeutsche Wasserchemie GmbH

  	
   

  	
  Dresdner Bank AG, Duisburg / KfW

  	
   

  	
  EUR 639,114.85

  	
   

  	
  9/30/2006

  	
   

  	
  4.75%

  
	
  Rohner AG Pratteln

  	
   

  	
  Bassellandschaftliche Kantonalbank

  	
   

  	
  CHF 3,000,000.00

  	
   

  	
  8/02/2004

  	
   

  	
  3.50%

  
	
  Rohner AG Pratteln

  	
   

  	
  Bassellandschaftliche Kantonalbank 

  	
   

  	
  CHF 5,000,000.00

  	
   

  	
  12/15/2004

  	
   

  	
  4.02%

  
	
  Dynamit Nobel AG

  	
   

  	
  Commerzbank AG

  	
   

  	
  EUR 5,112,918.81

  	
   

  	
  6/30/2007

  	
   

  	
  3-M-Euribor+1,45%

  
	
  Dynamit Nobel AG

  	
   

  	
  Commerzbank AG

  	
   

  	
  EUR 7,669,378.22

  	
   

  	
  8/15/2008

  	
   

  	
  3-M-Euribor+1,40%

  
	
  Dynamit Nobel GmbH Explosivstoff uns Systemtechnik

  	
   

  	
  WestLB Irland

  	
   

  	
  EUR 5,112,577.00

  	
   

  	
  12/31/2008

  	
   

  	
  Libor+039%

  
	
  Chemetall GmbH

  	
   

  	
  Westfalenbank AG (KfW- Umweltdarlehen)

  	
   

  	
  EUR 3,834,689.10

  	
   

  	
  6/30/2008

  	
   

  	
  4.25%

  
	
  Chemetall GmbH

  	
   

  	
  Westfalenbank AG (DtA Umweltprogramm) 

  	
   

  	
  EUR 876,221.33

  	
   

  	
  3/31/2008

  	
   

  	
  4.25%

  
	
  Chemetall GmbH

  	
   

  	
  Westfalenbank AG (ERP - Energiesparprogramm)

  	
   

  	
  EUR 1,079,935.38

  	
   

  	
  9/30/2008

  	
   

  	
  4.25%

  
	
  Chemetalll Taiwan Co., Ltd.

  	
   

  	
  Commerzbank AG – Koeln

  	
   

  	
  JPY 410,000,000.00

  	
   

  	
  3/31/2006

  	
   

  	
  1.38%

  
	
  Chemetalll Taiwan Co., Ltd.

  	
   

  	
  The International Commercial Bank of China, Dah
  Tong 

  	
   

  	
  TWD 59,400,000.00

  	
   

  	
  12/30/2005

  	
   

  	
  2.50%

  



 

















 


	
  Company

  	
   

  	
  Bank

  	
   

  	
  Amount

  	
   

  	
  Maturity Date

  	
   

  	
  Interest Rate

  
	
   

  	
   

  	
  Branch

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chemetalll Taiwan Co., Ltd.

  	
   

  	
  The International Commercial Bank of China, Dah
  Tong Branch

  	
   

  	
  TWD 66,000,000.00

  	
   

  	
  12/31/2008

  	
   

  	
  2.50%

  
	
  Chemetalll Taiwan Co., Ltd.

  	
   

  	
  First Commercial Bank, Shuang Ho Branch

  	
   

  	
  TWD 14,500,000.00

  	
   

  	
  12/31/2005

  	
   

  	
  3.50%

  
	
  Chemetalll Taiwan Co., Ltd.

  	
   

  	
  First Commercial Bank, Shuang Ho Branch

  	
   

  	
  TWD 3,194,200.00

  	
   

  	
  12/31/2005

  	
   

  	
  3.50%

  
	
  Chemetalll Taiwan Co., Ltd.

  	
   

  	
  First Commercial Bank, Shuang Ho Branch

  	
   

  	
  TWD 14,555,800.00

  	
   

  	
  12/31/2005

  	
   

  	
  3.50%

  
	
  Chemetall Ges.m.b.H., Wien 

  	
   

  	
  Bank Austria Creditanstalt AG

  	
   

  	
  EUR 3,840,000.00

  	
   

  	
  unlimited

  	
   

  	
  2.05%

  
	
  Chemetall Ges.m.b.H., Wien 

  	
   

  	
  Bank Austria Creditanstalt AG

  	
   

  	
  EUR 315,109.40

  	
   

  	
  1/1/2006

  	
   

  	
  2.50%

  
	
  Chemetall Ges.m.b.H., Wien 

  	
   

  	
  Bank Austria Creditanstalt AG

  	
   

  	
  EUR 435,000.00

  	
   

  	
  1/1/2009

  	
   

  	
  2.90%

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  WestLB / KfW

  	
   

  	
  EUR 498,509.64

  	
   

  	
  5/15/2010

  	
   

  	
  1.40%

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  WestLB / KfW

  	
   

  	
  EUR 612,906.04

  	
   

  	
  5/15/2011

  	
   

  	
  1.20%

  
	
  Rohner AG Pratteln

  	
   

  	
  Dresdner Bank AG

  	
   

  	
  CHF 32,500,000.00

  	
   

  	
  12/31/2010

  	
   

  	
  3.61%

  
	
  Rohner AG Pratteln

  	
   

  	
  Dresdner Bank AG

  	
   

  	
  CHF 21,875,000.00

  	
   

  	
  3/31/2011

  	
   

  	
  4.02%

  



 


Other debt-like instruments under US Gaap


 


	
  Company

  	
   

  	
  Bank/Instrument

  	
   

  	
  Amount

  
	
  Dynamit Nobel AG

  	
   

  	
  Commerzbank AG, Leases “SERTO” *

  	
   

  	
  EUR 7,881,000.00

  
	
  Chemetall GmbH

  	
   

  	
  Bayrische Landesbank, Leases “Costa” *

  	
   

  	
  EUR 168,000.00

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  Skandifinanz Bank AG

  	
   

  	
  EUR 12,000,000.00

  
	
  Dynamit companies

  	
   

  	
  Capital Leases

  	
   

  	
  EUR 35,600,000.00

  
	
  Dynamit companies

  	
   

  	
  Preferred Dividend Shares

  	
   

  	
  EUR 18,000,000.00

  



 


Indebtedness of a second person secured by a lien on Rockwood
property:


 


	
  Southern Clay Products, Inc.

  	
   

  	
  Real Estate Lien Note due September 2, 2013

  (Gonzales County, Texas)



  	
   

  	
  $300,000.00 initial principal amt.

  ($246,292.23 outstanding as of July 23, 2003)

  



 






* the leasing entities SERTO and costa are not owned
by Dynamit Nobel but have to be consolidated according to US Gaap.


 

















 


Interest rate swap, cap or other hedge agreement:


 


	
  (e) Company

  	
   

  	
  (f) Interest Rate Product

  	
   

  	
  (g) Counterparty

  	
   

  	
  (h) Current Notional

  Amount

  (as of July 31, 2004)

  
	
  (i) Rockwood Specialties Group, Inc.

  	
   

  	
  (j) EUR Swap due February 26, 2006

  	
   

  	
  (k) Goldman Sachs International

  	
   

  	
  (l) EUR 18,519,000.00

  
	
  (m) Rockwood Specialties Group, Inc.

  	
   

  	
  (n) USD Swap due February 26, 2006

  	
   

  	
  (o) Goldman Sachs International

  	
   

  	
  (p) USD 83,080,000.00

  
	
  (q) Rockwood Specialties Group, Inc.

  	
   

  	
  (r) USD Collar due February 26, 2006

  	
   

  	
  (s) Goldman Sachs International

  	
   

  	
  (t) USD 83,080,000.00

  
	
  (u) Rockwood Specialties Group, Inc.

  	
   

  	
  (v) EUR Collar due February 26, 2006

  	
   

  	
  (w) Goldman Sachs International

  	
   

  	
  (x) USD 18,519,000.00

  
	
  (y) Rockwood Specialties Limited

  	
   

  	
  (z) EUR Swap due February 26,
  2006

  	
   

  	
  (aa) Goldman Sachs International

  	
   

  	
  (bb) EUR 43,211,000.00

  
	
  (cc) Rockwood Specialties Limited

  	
   

  	
  (dd) EUR Collar due February
  26, 2006

  	
   

  	
  (ee) Goldman Sachs International

  	
   

  	
  (ff) EUR 43,211,000.00

  
	
  (gg) Rockwood Specialties Limited

  	
   

  	
  (hh) Cross currency swap

  	
   

  	
  (ii) Goldman Sachs International

  	
   

  	
  (jj) EUR 49,500,000.00

  



 


(kk)


 


(ll)  Guarantee Obligations:


 


	
  Guarantor

  	
   

  	
  Beneficiary

  	
   

  	
  Maximum Amount

  
	
  Rockwood Specialties Group, Inc.

  	
   

  	
  Adva 15(GA) LLC

  	
   

  	
  15-year lease with two 10-year renewals;
  $1,275,000 per year; payable quarterly in advance and subject to CPI
  adjustments

  
	
  Rockwood Specialties Inc.

  	
   

  	
  Vic-Vin Enterprises

  	
   

  	
  USD 280,000.00

  
	
  Rockwood Specialties Inc.

  	
   

  	
  Travelers Casualty

  	
   

  	
  USD 235,052.00

  
	
  Rockwood Specialties Inc.

  	
   

  	
  Berg Family Trust

  	
   

  	
  USD 950,000

  
	
  Rockwood Specialties Inc.

  	
   

  	
  Bedford Property Investment

  	
   

  	
  USD 263,240.00

  



 


Other Guarantee or Similar Obligations:


 


	
  Obligor

  	
   

  	
  Guarantor

  	
   

  	
  Beneficiary

  	
   

  	
  Maximum Amount

  
	
  Rockwood Italia SpA

  	
   

  	
  IntesaBci Spa

  	
   

  	
  Guarantee in connection with litigation re: Mssr.
  Jungk

  	
   

  	
  EUR 164,000.00

  
	
  Rockwood Specialties Limited and its UK

  	
   

  	
  Barclays Bank

  	
   

  	
  HM Customs & Excise (bond issued by Barclays)

  	
   

  	
  EUR 800,000.00

  



 
















 


	
  Subsidiaries

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rockwood Specialties Limited and its UK
  Subsidiaries

  	
   

  	
  Barclays Bank

  	
   

  	
  Charge cards (credit line)

  	
   

  	
  GBP 700,000.00

  
	
  Dynamit Nobel AG

  	
   

  	
  Dynamit Nobel AG

  	
   

  	
  KSK Siegburg

  	
   

  	
  EUR 6,340

  
	
  Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  	
   

  	
  Dynamit Nobel AG

  	
   

  	
  Orica Europe Gmbh

  	
   

  	
  EUR 43,459,809

  
	
  Rohner AG

  	
   

  	
  Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  	
   

  	
  Dresdner Bank AG, Köln

  	
   

  	
  CHF 40,000,000

  
	
  Suzhou CeramTec High-Tech Ceramics Co.Ltd.

  	
   

  	
  CeramTec AG Innovative Ceramic Engineering

  	
   

  	
  Dresdner Bank AG, Esslingen

  	
   

  	
  EUR 1,700,000

  
	
  Chemetall Japan KK

  	
   

  	
  Chemetall GMBH

  	
   

  	
  HypoVereinsbank München

  	
   

  	
  JPY 500,000,000

  
	
  Chemetall (Pty.) Ltd.

  	
   

  	
  Chemetall GMBH

  	
   

  	
  First National Bank of Southern Africa

  	
   

  	
  ZAR 6,000,000

  
	
  Chemetall GMBH

  	
   

  	
  Chemetall GMBH

  	
   

  	
  Commerzbank AG

  	
   

  	
  JPY 410,000,000

  
	
  Chemetall GMBH

  	
   

  	
  Chemetall GMBH

  	
   

  	
  Commerzbank AG

  	
   

  	
  TWD 70,000,000

  
	
  Chemetall GMBH

  	
   

  	
  Chemetall GMBH

  	
   

  	
  Commerzbank AG

  	
   

  	
  TWD 64,000,000

  
	
  Chemetall GMBH

  	
   

  	
  Chemetall GMBH

  	
   

  	
  Commerzbank AG

  	
   

  	
  TWD 49,000,000

  
	
  Chemetall GMBH

  	
   

  	
  Chemetall GMBH

  	
   

  	
  Commerzbank AG

  	
   

  	
  TWD 30,000,000

  
	
  Chemetall GMBH

  	
   

  	
  Chemetall GMBH

  	
   

  	
  Commerzbank AG

  	
   

  	
  TWD 24,800,000

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  Satchtleben Chemie GmbH

  	
   

  	
  Dresdner Bank AG

  	
   

  	
  EUR 639,115

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  Satchtleben Chemie GmbH

  	
   

  	
  Investitutionsbank des Landes Brandenburg

  	
   

  	
  EUR 50,000

  
	
  Dynamit Nobel AG

  	
   

  	
  Deutsche Bank Köln

  	
   

  	
  Changchun AOQI Automobile Plastic Pint Comp.,
  China

  	
   

  	
  EUR 428,898.18

  
	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  Commerzbank Köln

  	
   

  	
  Novartis Pharma AG,  Basel, Schweiz

  	
   

  	
  EUR 10,000,000.00

  
	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  Commerzbank Köln

  	
   

  	
  Dynamit Nobel Defence  GmbH

  	
   

  	
  EUR 5,000,000.00

  
	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  Commerzbank Köln

  	
   

  	
  Government of the Republic of Singapore

  	
   

  	
  EUR 3,237,000.00

  
	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  Commerzbank Köln

  	
   

  	
  Government of the Republic of Singapore

  	
   

  	
  EUR 1,879,704.00

  
	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  Commerzbank Köln

  	
   

  	
  Government of the Republic of Singapore

  	
   

  	
  EUR 647,400.00

  
	
  Dynamit Nobel GmbH

  	
   

  	
  Commerzbank Köln

  	
   

  	
  Hauptzollamt Köln

  	
   

  	
  EUR 25,000.00

  
	
  Dynamit Nobel GmbH

  	
   

  	
  Deutsche Bank Köln

  	
   

  	
  Government of the Republic of Singapore

  	
   

  	
  EUR 2,556,600.00

  
	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  Deutsche Bank Köln

  	
   

  	
  Government of the Republic of Singapore

  	
   

  	
  EUR 720,498.00

  
	
  Dynamit Nobel GmbH Explosivstoff- uns 

  	
   

  	
  West LB Düsseldorf

  	
   

  	
  Hauptzollamt Köln

  	
   

  	
  EUR 10,225.84

  



 

















 


	
  Systemtechnik

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  West LB Düsseldorf

  	
   

  	
  Hauptzollamt Köln

  	
   

  	
  EUR 29,143.64

  
	
  Chemetall Hispania, S.A.

  	
   

  	
  Deutsche Bank Sociedad Anonima Espanola

  	
   

  	
  CENTRO MANT.HELICOP

  	
   

  	
  EUR  1,000.00

  
	
  Chemetall Hispania, S.A.

  	
   

  	
  Deutsche Bank Sociedad Anonima Espanola

  	
   

  	
  FAMET

  	
   

  	
  EUR 1,000.00

  
	
  Chemetall Hispania, S.A.

  	
   

  	
  Deutsche Bank Sociedad Anonima Espanola

  	
   

  	
  PURIFICACION GARCIA

  	
   

  	
  EUR 6,000.00

  
	
  Chemetall Hispania, S.A.

  	
   

  	
  Deutsche Bank Sociedad Anonima Espanola

  	
   

  	
  MAESTRANZA SEVILLA

  	
   

  	
  EUR 2,000.00

  
	
  Chemetall Hispania, S.A.

  	
   

  	
  Deutsche Bank Sociedad Anonima Espanola

  	
   

  	
  FAMET

  	
   

  	
  EUR 1,000.00

  
	
  hebro chemie GmbH

  	
   

  	
  Stadtsparkasse Moenchengladbach

  	
   

  	
  FBB Frankfurter Bau-Beteiligungs GmbH

  	
   

  	
  EUR 86,000.00

  
	
  Aachener Chemische Werke GmbH

  	
   

  	
  Deutsche Bank AG

  	
   

  	
  Hanseatische Investment GmbH

  	
   

  	
  EUR 48,600.00

  
	
  CHEMETALL GMBH

  	
   

  	
  Deutsche Bank AG

  	
   

  	
  Familie Hermann

  	
   

  	
  EUR 2,147.43

  
	
  CHEMETALL GMBH

  	
   

  	
  Deutsche Bank AG

  	
   

  	
  Andrea Miosga

  	
   

  	
  EUR 1,500.00

  
	
  CHEMETALL GMBH

  	
   

  	
  Deutsche Bank AG

  	
   

  	
  Dr. Gerald Miosga

  	
   

  	
  EUR 1,500.00

  
	
  CM Services B.V.

  	
   

  	
  ABN Amro Bank N.V.

  	
   

  	
  Tax authorities BE

  	
   

  	
  EUR 17,000.00

  
	
  Chemetall S.r.l.

  	
   

  	
  Banca Popolare
  Commercio E Industria S.C.A.R.L.

  	
   

  	
  COMUNE DI GIUSSANO

  	
   

  	
  EUR 70,000.00

  
	
  Chemetall Italia Srl

  	
   

  	
  Banca Popolare
  Commercio E Industria S.C.A.R.L.

  	
   

  	
  LA MAGONA D’ITALIA

  	
   

  	
  EUR 155,000.00

  
	
  CHEMETALL GMBH

  	
   

  	
  Deutsche Bank AG

  	
   

  	
  Zollamt Goslar

  	
   

  	
  EUR 1,000.00

  
	
  Chemetall Traitements de Surface SAS

  	
   

  	
  Credit Lyonnais

  	
   

  	
  SNVI

  	
   

  	
  EUR 5,000.00

  
	
  Chemetall Traitements de Surface SAS

  	
   

  	
  BNP-Paribas SA

  	
   

  	
  OLTCIT

  	
   

  	
  EUR 1,000.00

  
	
  Chemetall Traitements de Surface SAS

  	
   

  	
  BNP-Paribas SA

  	
   

  	
  STE TUNISIENNE DE LUBRIFIANTS

  	
   

  	
  EUR 10,000.00

  
	
  Chemetall Traitements de Surface SAS

  	
   

  	
  BNP-Paribas SA

  	
   

  	
  METAFRAM

  	
   

  	
  EUR 2,000.00

  
	
  Chemetall Traitements de Surface SAS

  	
   

  	
  BNP-Paribas SA

  	
   

  	
  PHILIPS

  	
   

  	
  EUR 3,000.00

  
	
  Chemetall Traitements de Surface SAS

  	
   

  	
  BNP-Paribas SA

  	
   

  	
  CIAPEM

  	
   

  	
  EUR 29,000.00

  
	
  Chemetall Traitements de Surface SAS

  	
   

  	
  BNP-Paribas SA

  	
   

  	
  CIAPEM

  	
   

  	
  EUR 20,000.00

  
	
  Chemetall Traitements de Surface SAS

  	
   

  	
  BNP-Paribas SA

  	
   

  	
  CIAPEM

  	
   

  	
  EUR 5,000.00

  
	
  Chemetall Traitements de Surface SAS

  	
   

  	
  BNP-Paribas SA

  	
   

  	
  MACHINEXPORT

  	
   

  	
  EUR 7,000.00

  
	
  Chemetall Traitements de Surface SAS

  	
   

  	
  BNP-Paribas SA

  	
   

  	
  MACHINEXPORT

  	
   

  	
  EUR 4,000.00

  
	
  Chemetall Traitements de Surface SAS

  	
   

  	
  BNP-Paribas SA

  	
   

  	
  MERS EL KEBIR

  	
   

  	
  EUR 1,000.00

  
	
  Chemetall Hispania, S.A.

  	
   

  	
  Deutsche Bank Sociedad Anonima Espanola

  	
   

  	
  SOLRED

  	
   

  	
  EUR 14,000.00

  
	
  Chemetall Ges.mbH

  	
   

  	
  Österreichische Kontrollbank AG

  	
   

  	
  Bank Austria Creditanstalt AG

  	
   

  	
  EUR 3,840,000.00

  



 

















 


	
  Chemetall Ges.mbH

  	
   

  	
  Bank Austria Creditanstalt AG

  	
   

  	
  Österr. Verkehrskreditbank AG / ÖBB

  	
   

  	
  EUR 101,741.00

  
	
  Chemetall Ges.mbH

  	
   

  	
  Bank Austria Creditanstalt AG

  	
   

  	
  Zollamt, Wien

  	
   

  	
  EUR 21,801.00

  
	
  Chemetall Ges.mbH

  	
   

  	
  Bank Austria Creditanstalt AG

  	
   

  	
  ERP-Fonds

  	
   

  	
  EUR 236,404.00

  
	
  Chemetall Plc

  	
   

  	
  Barclays Bank PLC

  	
   

  	
  HM Customs & Excise

  	
   

  	
  GBP 30,000.00

  
	
  Chemetall Plc

  	
   

  	
  Barclays Bank PLC

  	
   

  	
  HM Customs & Excise

  	
   

  	
  GBP 10,000.00

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  Dresdner Bank AG, Duisburg

  	
   

  	
  Hauptzollamt Krefeld

  	
   

  	
  EUR 2,560.00

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  Dresdner Bank AG, Duisburg

  	
   

  	
  Rhodia Acetow Venezuela C.A.

  	
   

  	
  USD 108,004.00

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  Deutsche Bank AG,Duisburg

  	
   

  	
  Soc.Wallonne des Destribution d Eau, Belgien

  	
   

  	
  EUR 64,080.00

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  Deutsche Bank AG,Duisburg

  	
   

  	
  Soc.Wallonne des Destribution d Eau, Belgien

  	
   

  	
  EUR 3,990.00

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  Deutsche Bank AG,Duisburg

  	
   

  	
  Pen 1 CV, Amsterdam

  	
   

  	
  EUR 7,108.11

  
	
  CeramTec AG Innovative Ceramic Engineering

  	
   

  	
  Dresdner Bank AG

  	
   

  	
  The European Organization for Nuclear Research -
  CERN

  	
   

  	
  CHF 5,955.60

  
	
  CeramTec AG Innovative Ceramic Engineering

  	
   

  	
  Dresdner Bank AG

  	
   

  	
  Frantschach Pulp and Paper Ctech a.s.

  	
   

  	
  EUR 90,000.00

  
	
  CeramTec AG Innovative Ceramic Engineering

  	
   

  	
  Dresdner Bank AG

  	
   

  	
  JSC ‘Solikamskbumprom’

  	
   

  	
  EUR 61,000.00

  
	
  CeramTec AG Innovative Ceramic Engineering

  	
   

  	
  Dresdner Bank AG

  	
   

  	
  Belgian Ministry of Finance

  	
   

  	
  EUR 24,789.35

  
	
  CeramTec AG Innovative Ceramic Engineering

  	
   

  	
  Dresdner Bank AG

  	
   

  	
  ITC Limited

  	
   

  	
  EUR 20,300.00

  
	
  CeramTec AG Innovative Ceramic Engineering

  	
   

  	
  Dresdner Bank AG

  	
   

  	
  The European Organization for Nuclear Research -
  CERN

  	
   

  	
  USD 89,752.40

  
	
  CeramTec AG Innovative Ceramic Engineering

  	
   

  	
  ING BHF-Bank AG

  	
   

  	
  Islamic Republic of Iran HOREC

  	
   

  	
  EUR 33,088.51

  
	
  CeramTec Italia S.r.L.

  	
   

  	
  Banca Popolare di Bergamo

  	
   

  	
  Regione Lombardia

  	
   

  	
  EUR 854.56

  
	
  CeramTec Italia S.r.L.

  	
   

  	
  Allianz ins. Co.

  	
   

  	
  Municipality Caravaggio

  	
   

  	
  EUR 60,000.00

  
	
  CeramTec UK Ltd.

  	
   

  	
  Lloyds TSB Bank

  	
   

  	
  HM Customs & Excise

  	
   

  	
  GBP 8,000.00

  
	
  CeramTec Innovative Ceramic Engineering
  (M) Sdn. Bhd.

  	
   

  	
  Bumiputra-Commerce Bank Berhad

  	
   

  	
  Malaysia Ministry of Health

  	
   

  	
  MYR 2,500.00

  
	
  CeramTec Innovative Ceramic Engineering
  (M) Sdn. Bhd.

  	
   

  	
  Bumiputra-Commerce Bank Berhad

  	
   

  	
  Gas Malaysia Sdn. Bhd.

  	
   

  	
  MYR 42,000.00

  
	
  CeramTec Innovative Ceramic Engineering
  (M) Sdn. Bhd.

  	
   

  	
  Bumiputra-Commerce Bank Berhad

  	
   

  	
  Tenaga Nasional Berhad Distribution

  	
   

  	
  MYR 130,000.00

  
	
  FINORGA SA

  	
   

  	
  Auxi assurance / Zurich Versicherung

  	
   

  	
  Local environmental authority

  	
   

  	
  EUR 527,474.00

  
	
  FINORGA SA

  	
   

  	
  Auxi assurance / Zurich Versicherung

  	
   

  	
  Local environmental authority

  	
   

  	
  EUR 426,095.00

  
	
  Rohner AG Pratteln

  	
   

  	
  Credit-Suisse

  	
   

  	
  Oberzolldirektion, CH-Bern

  	
   

  	
  CHF 260,000.00

  



 

















 


(mm)  Performance Bonds:


 


	
  Obligor

  	
   

  	
  Underwriter

  	
   

  	
  Beneficiary

  	
   

  	
  Outstanding Amount

  (as of July 23, 2003)

  
	
  Chemical Specialties, Inc.

  	
   

  	
  Travelers

  	
   

  	
  Commonwealth of Puerto Rico

  	
   

  	
  USD 2,000.00

  
	
  Chemical Specialties, Inc.

  	
   

  	
  Travelers

  	
   

  	
  Our Sovereign Lady

  	
   

  	
  USD 30,000.00

  
	
  Lurex, Inc.

  	
   

  	
  American Motorist

  	
   

  	
  U.S. Customs

  	
   

  	
  USD 100,000.00

  
	
  Advantis Technologies, Inc.

  	
   

  	
  Travelers

  	
   

  	
  City of Riverside, California

  	
   

  	
  USD 39,996.00

  
	
  Advantis Technologies, Inc.

  	
   

  	
  Travelers

  	
   

  	
  N/A

  	
   

  	
  USD 467,523.00

  



 


(nn)


 


(oo)  Letters
of Credit:


 


	
  (pp) Issue Date

  	
   

  	
  (qq) Issuer

  	
   

  	
  (rr) For the

  Account of

  	
   

  	
  (ss) Beneficiary

  	
   

  	
  (tt) Amount

  	
   

  	
  (uu) Expiry

  Date

  
	
  (vv) 2/4/1999

  	
   

  	
  (ww) JPMorgan Chase

  	
   

  	
  (xx)  Royal Indemnity Company

  	
   

  	
  (yy) Rockwood Specialties Inc. (f/k/a Laporte Inc.)

  	
   

  	
  (zz) USD 200,000.00

  	
   

  	
  (aaa) 2/4/2005

  
	
  (bbb) 2/4/1999

  	
   

  	
  (ccc) JPMorgan Chase

  	
   

  	
  (ddd) The Travelers Indemnity Company

  	
   

  	
  (eee) Rockwood Specialties Inc. (f/k/a Laporte Inc.)

  	
   

  	
  (fff) USD 100,000.00

  	
   

  	
  (ggg) 2/4/2005

  
	
  (hhh) 1/14/1999

  	
   

  	
  (iii)  JPMorgan Chase

  	
   

  	
  (jjj) Hennepin County

  	
   

  	
  (kkk) Electrochemicals Inc.

  	
   

  	
  (lll) USD 39,200.00

  	
   

  	
  (mmm) 1/14/2005

  
	
  (nnn) 1/14/1999

  	
   

  	
  (ooo) JPMorgan Chase

  	
   

  	
  (ppp) United Pacific Insurance Company

  	
   

  	
  (qqq) Advantis Technologies, Inc. (f/k/a Laporte Water
  Technologies & Biochem, Inc.)

  	
   

  	
  (rrr) USD 98,100.00

  	
   

  	
  (sss) 1/14/2005

  
	
  (ttt) 10/16/1998

  	
   

  	
  (uuu) JPMorgan Chase

  	
   

  	
  (vvv) Environmental Protection Division Department of Natural
  Resources

  	
   

  	
  (www) Chemical Specialties, Inc.

  	
   

  	
  (xxx)  USD 2,612,940.00

  	
   

  	
  (yyy) 10/13/2005

  
	
  (zzz) 3/2/2004

  	
   

  	
  (aaaa) JPMorgan Chase

  	
   

  	
  (bbbb) Dept. of Conservation, Barstow or Bureau of Land Management
  Barstow Resource 

  	
   

  	
  (cccc) Southern Clay Products, Inc.

  	
   

  	
  (dddd) USD 7,300.00

  	
   

  	
  (eeee) 2/25/2005

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  Area or County of Inyo

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ffff) 1/16/2004

  	
   

  	
  (gggg) JPMorgan Chase

  	
   

  	
  (hhhh) ACE American Insurance Company

  	
   

  	
  (iiii) Rockwood Holdings Inc. c/o Rockwood Specialties Inc.

  	
   

  	
  (jjjj) USD 1,850,000.00

  	
   

  	
  (kkkk) 1/15/2005

  
	
  (llll) 12/19/2002

  	
   

  	
  (mmmm) JPMorgan Chase

  	
   

  	
  (nnnn) North Carolina Department of Environmental and Natural
  Resources Division of Waste Management Hazardous Waste Section

  	
   

  	
  (oooo) Rockwood Specialties Inc.

  	
   

  	
  (pppp) USD 353,361.69

  	
   

  	
  (qqqq) 12/20/2004

  
	
  (rrrr) 11/25/2002

  	
   

  	
  (ssss) JPMorgan Chase

  	
   

  	
  (tttt) Lumbermens Mutual Casualty Company

   

  American Motorists Insurance Company

   

  American Manufacturers Mutual Insurance
  Company

   

  American Protection Insurance Company  

   

  Natlsco, Inc.

   

  National Loss Control Service Corporation

  	
   

  	
  (uuuu) Rockwood Specialties Inc.

  	
   

  	
  (vvvv) USD 1,600,000.00

  	
   

  	
  (wwww) 11/25/2004

  
	
  (xxxx)  6/24/2002

  	
   

  	
  (yyyy) JPMorgan Chase

  	
   

  	
  (zzzz) ADVA 15 (GA) LLC

  	
   

  	
  (aaaaa) Advantis Technologies, Inc.

  	
   

  	
  (bbbbb) USD 637,500.00

  	
   

  	
  (ccccc) 6/24/2005

  
	
  (ddddd) 2/28/2002

  	
   

  	
  (eeeee) JPMorgan Chase

  	
   

  	
  (fffff) Princeton Overlook Realty LLC

  	
   

  	
  (ggggg) Rockwood Holdings Inc.

  	
   

  	
  (hhhhh) USD 111,411.67

  	
   

  	
  (iiiii) 3/31/2005

  
	
  (jjjjj) 1/18/2002

  	
   

  	
  (kkkkk) JPMorgan Chase

  	
   

  	
  (lllll) Lumbermens Mutual Casualty Company

   

  American Motorists Insurance Company  

   

  American Manufacturers Mutual Insurance
  Company

  	
   

  	
  (nnnnn) Rockwood Specialties Inc.

  	
   

  	
  (ooooo) USD 2,650,000.00

  	
   

  	
  (ppppp) 12/31/2004

  



 
















 


	
   

  	
   

  	
   

  	
   

  	
  American Protection Insurance Company  

   

  Natlsco, Inc.  

   

  (mmmmm) National Loss Control Service Corporation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (qqqqq) 12/21/2002

  	
   

  	
  (rrrrr) JPMorgan Chase

  	
   

  	
  (sssss) KL Holdings Inc.

  	
   

  	
  (ttttt) Rockwood Electronic Materials S.A.

  	
   

  	
  (uuuuu) EUR 1,486,073.00

  	
   

  	
  (vvvvv) 1/31/2005

  
	
  (wwwww) 7/10/2001

  	
   

  	
  (xxxxx) JPMorgan Chase

  	
   

  	
  (yyyyy) County of Inyo Planning Department

  	
   

  	
  (zzzzz) Southern Clay Products, Inc.

  	
   

  	
  (aaaaaa) USD 38,640.00

  	
   

  	
  (bbbbbb) 7/10/2005

  
	
  (cccccc) 2/6/2001

  	
   

  	
  (dddddd) JPMorgan Chase

  	
   

  	
  (eeeeee) Travelers Casualty and Surety Company of America

  	
   

  	
  (ffffff) Rockwood Pigments NA, Inc.

  	
   

  	
  (gggggg) USD 683,023.60

  	
   

  	
  (hhhhhh) 2/6/2005

  
	
  (iiiiii) 1/17/2001

  	
   

  	
  (jjjjjj) JPMorgan Chase

  	
   

  	
  (kkkkkk) National Union Fire Insurance Co. of Pittsburgh, PA

  	
   

  	
  (llllll) Rockwood Specialties Inc.

  	
   

  	
  (mmmmmm) USD 1,450,000.00

  	
   

  	
  (nnnnnn) 11/20/2004

  
	
  10/1/2003

  	
   

  	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  Ministerio della
  Difesa  Rom, Italien

  	
   

  	
  Commerzbank Köln

  	
   

  	
  EUR  731,120.00

  	
   

  	
  Unlimited

  
	
  1/31/2003

  	
   

  	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  Ministerio della
  Difesa  Rom, Italien

  	
   

  	
  Commerzbank Köln

  	
   

  	
  EUR  458,957.89

  	
   

  	
  unlimited

  
	
  4/8/2003

  	
   

  	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  Ministerio della
  Difesa  Rom, Italien

  	
   

  	
  Commerzbank Köln

  	
   

  	
  EUR  258,768.00

  	
   

  	
  unlimited

  
	
  4/8/2003

  	
   

  	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  Defence Procurement  Korea

  	
   

  	
  Commerzbank Köln

  	
   

  	
  EUR  100,632.00

  	
   

  	
  unlimited

  
	
  1/10/2002

  	
   

  	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  Ministero della Difesa
  Rom, Italien

  	
   

  	
  Commerzbank Köln

  	
   

  	
  EUR  6,120.00

  	
   

  	
  unlimited

  
	
  11/14/2000

  	
   

  	
  Dynamit Nobel GmbH Explosivstoff- uns

  	
   

  	
  Defence Procurement  Korea

  	
   

  	
  Deutsche Bank Köln

  	
   

  	
  EUR  177,950.03

  	
   

  	
  unlimited

  



 

















 


	
   

  	
   

  	
  Systemtechnik

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3/21/2003

  	
   

  	
  Chemetall GmbH

  	
   

  	
  First Commercial Bank, Taipei

  	
   

  	
  Commerzbank AG

  	
   

  	
  TWD 24,800,000.00

  	
   

  	
  12/30/2005

  
	
  3/21/2003

  	
   

  	
  Chemetall GmbH

  	
   

  	
  The International Commercial Bank of China

  	
   

  	
  Commerzbank AG

  	
   

  	
  TWD 64,000,000.00

  	
   

  	
  12/30/2005

  
	
  2/22/1999

  	
   

  	
  Chemetall GmbH

  	
   

  	
  The International Commercial Bank of China

  	
   

  	
  Commerzbank AG

  	
   

  	
  TWD 49,000,000.00

  	
   

  	
  12/302005

  
	
  3/21/2003

  	
   

  	
  Chemetall GmbH

  	
   

  	
  First Commercial Bank, Taipei

  	
   

  	
  Commerzbank AG

  	
   

  	
  TWD 30,000,000.00

  	
   

  	
  12/31/2005

  
	
  5/5/2004

  	
   

  	
  Chemetall GmbH

  	
   

  	
  The International Commercial Bank of China

  	
   

  	
  Commerzbank AG

  	
   

  	
  TWD 70,000,000.00

  	
   

  	
  12/31/2008

  
	
  7/14/1999

  	
   

  	
  CeramTec AG Innovative Ceramic Engineering

  	
   

  	
  The Israel Electric Corporation Ltd.

  	
   

  	
  Dresdner Bank AG

  	
   

  	
  EUR  8,208.24

  	
   

  	
  6/12/2005

  
	
  1/21/2000

  	
   

  	
  CeramTec AG Innovative Ceramic Engineering

  	
   

  	
  The Israel Electric Corporation Ltd.

  	
   

  	
  Dresdner Bank AG

  	
   

  	
  EUR  29,754.87

  	
   

  	
  2/20/2005

  



 


(oooooo)


 


Bank Debt Non-Consolidated Entities (not required to be
consolidated for US Gaap purposes):


 


	
  Company

  	
   

  	
  Bank

  	
   

  	
  Amount

  	
   

  	
  Maturity Date

  	
   

  	
  Interest Rate

  
	
  Chemetall Japan K.K.

  	
   

  	
  HypoVereinsbank, Tokyo Branch

  	
   

  	
  JPY 250,000,000.00

  	
   

  	
  7/22/2005

  	
   

  	
  1.54%

  
	
  Chemetall Japan K.K.

  	
   

  	
  Mitsui Sumitomo Bank

  	
   

  	
  JPY 90,000,000.00

  	
   

  	
  8/23/2004

  	
   

  	
  2.25%

  
	
  Chemetall Japan K.K.

  	
   

  	
  Mizuho Bank (DKB)

  	
   

  	
  JPY
  40,000,000.00

  	
   

  	
  7/12/2004

  	
   

  	
  2.38%

  
	
  Chemetall Japan K.K.

  	
   

  	
  UFJ Bank (Sanwa)

  	
   

  	
  JPY
  50,000,000.00

  	
   

  	
  12/20/2005

  	
   

  	
  3.31%

  
	
  Ticaret ve Sanayi A.S.

  	
   

  	
  Kocbank A.S./ Zincirlikuyu Sb.

  	
   

  	
  TRL
  27,207,255,000

  	
   

  	
  11/8/2004

  	
   

  	
  28%

  
	
  Chemetall-Rai India Limited

  	
   

  	
  Canara Bank, Fort Main Branch

  	
   

  	
  INR
  1,063,199.00

  	
   

  	
  7/31/2008

  	
   

  	
  11.50%

  
	
  Chemetall-Rai India Limited

  	
   

  	
  Canara Bank, Fort Main Branch

  	
   

  	
  INR
  557,830.00

  	
   

  	
  1/11/2008

  	
   

  	
  11.50%

  
	
  Chemetall-Rai India Limited

  	
   

  	
  Canara Bank, Fort Main Branch

  	
   

  	
  INR
  875,957.00

  	
   

  	
  8/1/2009

  	
   

  	
  11.50%

  
	
  Chemetall-Rai India Limited

  	
   

  	
  Canara Bank, Fort Main Branch

  	
   

  	
  INR
  404,202.00

  	
   

  	
  8/1/2009

  	
   

  	
  11.50%

  
	
  Chemetall-Rai India Limited

  	
   

  	
  HDFC Bank

  	
   

  	
  INR
  448,400.74

  	
   

  	
  7/12/2007

  	
   

  	
  10.25%

  
	
  Chemetall-Rai India Limited

  	
   

  	
  HDFC Bank

  	
   

  	
  INR
  69,807.97

  	
   

  	
  7/12/2004

  	
   

  	
  8.00%

  



 


Working Capital Facilities:


 


	
  Company

  	
   

  	
  Bank

  	
   

  	
  Facility Amount

  	
   

  	
  Revolver

  	
   

  	
  Maturity Date

  	
   

  	
  Type

  
	
  Dynamit Nobel AG

  	
   

  	
  Deutsche Bank AG

  	
   

  	
  EUR 20,000,000.00

  	
   

  	
  N/A

  	
   

  	
  open ended

  	
   

  	
  Overdraft

  



 

















 


	
  Company

  	
   

  	
  Bank

  	
   

  	
  Facility Amount

  	
   

  	
  Revolver

  	
   

  	
  Maturity Date

  	
   

  	
  Type

  
	
  Dynamit Nobel AG

  	
   

  	
  Deutsche Bank AG

  	
   

  	
  EUR
  10,000,000.00

  	
   

  	
  N/A

  	
   

  	
  open ended

  	
   

  	
  FX-Hedging

  
	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  Commerzbank Köln

  	
   

  	
  EUR 23,000,000.00

  	
   

  	
  N/A

  	
   

  	
  open ended

  	
   

  	
  Bank guarantees

  
	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  Commerzbank Köln

  	
   

  	
  EUR 5,000,000.00

  	
   

  	
  N/A

  	
   

  	
  open ended

  	
   

  	
  Overdraft or bank guarantees

  
	
  Dynamit Nobel GmbH Explosivstoff- uns Systemtechnik

  	
   

  	
  Deutsche Bank Köln

  	
   

  	
  EUR no given limit

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Bank guarantees

  
	
  Chemetall Ges. m.b.H., Wien

  	
   

  	
  Bank Austria Creditanstalt AG

  	
   

  	
  EUR 726,728.34

  	
   

  	
  Zero

  	
   

  	
  unlimited

  	
   

  	
  Overdraft

  
	
  Chemetall Ges. m.b.H., Wien

  	
   

  	
  Bank Austria Creditanstalt AG

  	
   

  	
  EUR 359,948.55

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Bank guarantees

  
	
  Chemetall Pty Ltd.

  	
   

  	
  First National Bank of Southern Africa Ltd.

  	
   

  	
  ZAR 6,000,000.00

  	
   

  	
  Zero

  	
   

  	
  12/31/2004

  	
   

  	
  Overdraft

  
	
  Chemetall GmbH

  	
   

  	
  Commerzbank AG, Koeln

  	
   

  	
  TWD 237,800,000.00

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Stand-by LC’s

  
	
  Chemetall GmbH, Frankfurt

  	
   

  	
  Deutsche Bank AG

  	
   

  	
  EUR no given limit

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Bank guarantees

  
	
  Aachener Chemische Werke GmbH

  	
   

  	
  Deutsche Bank AG

  	
   

  	
  EUR no given limit

  	
   

  	
  N/A

  	
   

  	
  8/31/2007

  	
   

  	
  Bank guarantees

  
	
  CM Hispania S.A.

  	
   

  	
  Deutsche Bank AG, Hispania

  	
   

  	
  EUR 25,000.00

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Bank guarantees

  
	
  CM Services B.V.

  	
   

  	
  ABN Amro Bank N.V.

  	
   

  	
  EUR 17,000.00

  	
   

  	
  N/A

  	
   

  	
  unlimited

  	
   

  	
  Bank guarantees

  
	
  hebro chemie GmbH

  	
   

  	
  Stadtsparkass M ́gladbach

  	
   

  	
  EUR 86,000.00

  	
   

  	
  N/A

  	
   

  	
  unlimited

  	
   

  	
  Bank guarantees

  
	
  Chemetall s.r.l.

  	
   

  	
  Banca Populare
  Commercio E Industria S.C.A.R.L.

  	
   

  	
  EUR 70,000.00

  	
   

  	
  N/A

  	
   

  	
  12/23/2004

  	
   

  	
  Bank guarantees

  
	
  Chemetall Italia S.R.L.

  	
   

  	
  Banca Populare
  Commercio E Industria S.C.A.R.L.

  	
   

  	
  EUR 155,000.00

  	
   

  	
  N/A

  	
   

  	
  2/26/2005

  	
   

  	
  Bank guarantees

  
	
  Chemetall TdS

  	
   

  	
  Credit Lyonnais

  	
   

  	
  EUR 5,000.00

  	
   

  	
  N/A

  	
   

  	
  8/6/2004

  	
   

  	
  Bank guarantees

  
	
  Chemetall TdS

  	
   

  	
  BNP Paribas S.A.

  	
   

  	
  EUR 82,000.00

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Bank guarantees

  
	
  Chemetall PLC

  	
   

  	
  Barclays Bank

  	
   

  	
  GBP  30,000.00

  	
   

  	
  N/A

  	
   

  	
  unlimited

  	
   

  	
  Bank guarantees

  
	
  Chemetall PLC

  	
   

  	
  Barclays Bank

  	
   

  	
  GBP  10,000.00

  	
   

  	
  N/A

  	
   

  	
  unlimited

  	
   

  	
  Bank guarantees

  



 

















 


	
  Company

  	
   

  	
  Bank

  	
   

  	
  Facility Amount

  	
   

  	
  Revolver

  	
   

  	
  Maturity Date

  	
   

  	
  Type

  
	
  Chemetall PLC

  	
   

  	
  Barclays Bank

  	
   

  	
  GBP  2,000,000.00

  	
   

  	
  Zero

  	
   

  	
  unlimited

  	
   

  	
  Overdraft

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  Dresdner Bank AG, Duisburg

  	
   

  	
  EUR 500,000.00

  	
   

  	
  EUR
  1,500,000.00

  	
   

  	
  N/A

  	
   

  	
  Overdraft/Bank
  guarantee/stand-by L/Cs

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  Deutsche Bank AG

  	
   

  	
  EUR no given limit

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Bank guarantees

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  Deutsche Bank AG, Amsterdam

  	
   

  	
  EUR no given limit

  	
   

  	
  Zero

  	
   

  	
  N/A

  	
   

  	
  Overdraft

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  Commerzbank, Duisburg

  	
   

  	
  EUR no given limit

  	
   

  	
  EUR
  300,000.00

  	
   

  	
  N/A

  	
   

  	
  Overdraft

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  Degussa Bank AG, Frankfurt

  	
   

  	
  EUR  no given limit

  	
   

  	
  Zero

  	
   

  	
  N/A

  	
   

  	
  Overdraft

  
	
  Rohner AG Pratteln

  	
   

  	
  Credit-Suisse, Postfach, CH-4002 Basel

  	
   

  	
  CHF no given limit

  	
   

  	
  Zero

  	
   

  	
  ongoing

  	
   

  	
  Overdraft

  
	
  CeramTec AG Innovative Ceramic Engineering

  	
   

  	
  Kreissparkasse Esslingen-Nürtingen

  	
   

  	
  EUR 1,000,000.00

  	
   

  	
  Zero

  	
   

  	
  ongoing

  	
   

  	
  Multipurpose

  
	
  CeramTec AG Innovative Ceramic Engineering

  	
   

  	
  Dresdner Bank AG

  	
   

  	
  EUR 2,300,000,00

  	
   

  	
  Zero

  	
   

  	
  ongoing

  	
   

  	
  Multipurpose

  
	
  CeramTec AG Innovative Ceramic Engineering

  	
   

  	
  ING BHF-Bank AG

  	
   

  	
  EUR 33,088.51

  	
   

  	
  Zero

  	
   

  	
  ongoing

  	
   

  	
  Bank Guarantee

  
	
  CeramTec Italia
  S.r.L.

  	
   

  	
  Banca Popolare di Bergamo

  	
   

  	
  EUR 854.56

  	
   

  	
  Zero

  	
   

  	
  ongoing

  	
   

  	
  Bank Guarantee

  
	
  CeramTec Italia
  S.r.L.

  	
   

  	
  Allianz ins. Co.

  	
   

  	
  EUR 60,000.00

  	
   

  	
  Zero

  	
   

  	
  ongoing

  	
   

  	
  Bank Guarantee

  
	
  CeramTec UK Ltd.

  	
   

  	
  Lloyds TSB Bank

  	
   

  	
  GBP 8,000.00

  	
   

  	
  Zero

  	
   

  	
  ongoing

  	
   

  	
  Bank Guarantee

  
	
  CeramTec Innovative Ceramic Engineering
  (M) Sdn. Bhd.

  	
   

  	
  Bumiputra-Commerce Bank Berhad

  	
   

  	
  MYR 174,500.00

  	
   

  	
  Zero

  	
   

  	
  ongoing

  	
   

  	
  Bank Guarantee

  
	
  FINORGA SA

  	
   

  	
  Credit Lyonnais

  	
   

  	
  EUR no given limit

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  EONIA +
  0,35%

  



 


Working Capital Facilities Non-Consolidated Entities (not
required to be consolidated for US Gaap purposes):


 


	
  Company

  	
   

  	
  Bank

  	
   

  	
  Facility Amount

  	
   

  	
  Revolver

  	
   

  	
  Maturity Date

  	
   

  	
  Type

  
	
  Chemetall Australasia Pty Ltd

  	
   

  	
  Commonwealth Bank of Australia

  	
   

  	
  AUD 200,000.00

  	
   

  	
  Zero

  	
   

  	
  N/A

  	
   

  	
  Overdraft

  
	
  Chemetall Japan K.K.

  	
   

  	
  HypoVereinsbank , Tokyo Branch

  	
   

  	
  JPY 250,000,000.00

  	
   

  	
  Zero

  	
   

  	
  N/A

  	
   

  	
  Overdraft

  



 

















 


	
  Chemetall Sanayi Kimyasalları Ticaret ve Sanayi A.S.

  	
   

  	
  Turkiye Is Bankasi A.S.

  	
   

  	
  TRL 5,700,000,000

  	
   

  	
  N/A

  	
   

  	
  6/30/2005

  	
   

  	
  Bank Guarantee

  
	
  Chemetall Sanayi Kimyasalları Ticaret ve Sanayi A.S.

  	
   

  	
  Turkiye Is Bankasi A.S.

  	
   

  	
  TRL 8,217,758,000

  	
   

  	
  N/A

  	
   

  	
  5/20/2006

  	
   

  	
  Bank Guarantee

  
	
  Chemetall Sanayi Kimyasalları Ticaret ve Sanayi A.S.

  	
   

  	
  Turkiye Is Bankasi A.S.

  	
   

  	
  TRL 3,562,500,000

  	
   

  	
  N/A

  	
   

  	
  6/1/2015

  	
   

  	
  Bank Guarantee

  
	
  Chemetall Sanayi Kimyasalları Ticaret ve Sanayi A.S.

  	
   

  	
  Turkiye Is Bankasi A.S.

  	
   

  	
  TRL 750,000,000

  	
   

  	
  N/A

  	
   

  	
  6/1/2005

  	
   

  	
  Bank Guarantee

  
	
  Suzhou CeramTec High-Tech Ceramics Co., Ltd.

  	
   

  	
  Dresdner Bank Shanghai

  	
   

  	
  CNY 17,000,000

  	
   

  	
  N/A

  	
   

  	
  ongoing

  	
   

  	
  Multi-purpose

  



 


Other Guarantee or Similar Obligations Non-Consolidated
Entities:


 


	
  Obligor

  	
   

  	
  Guarantor

  	
   

  	
  Beneficiary

  	
   

  	
  Maximum Amount

  
	
  Chemtall Sanayi Kimya. Ticaret ve Sanayi A.S.

  	
   

  	
  Turkiye Is. Bankasi A.S.

  	
   

  	
  Ist.9.Tic.Mahk

  	
   

  	
  TRL 750,000,000.00

  
	
  Chemtall Sanayi Kimya. Ticaret ve Sanayi A.S.

  	
   

  	
  Turkiye Is. Bankasi A.S.

  	
   

  	
  Eregli Demir Celik

  	
   

  	
  TRL 5,700,000.00

  
	
  Chemtall Sanayi Kimya. Ticaret ve Sanayi A.S.

  	
   

  	
  Turkiye Is. Bankasi A.S.

  	
   

  	
  Eregli Demir Celik

  	
   

  	
  TRL 8,217,758.00

  
	
  Chemtall Sanayi Kimya. Ticaret ve Sanayi A.S.

  	
   

  	
  Turkiye Is. Bankasi A.S.

  	
   

  	
  Korfez Electric A.S.

  	
   

  	
  TRL 3,562,500.00

  



 

















 


SCHEDULE 10.2


 


to the Credit Agreement


 


CLOSING DATE LIENS


 


	
  SECTION 15.
 SECTION 16. Debtor

  	
   

  	
  Secured Party

  	
   

  	
  SECTION 17.
 SECTION 18. Collateral

  	
   

  	
  State

  	
   

  	
  (a)

  Jurisdiction

  	
   

  	
  Original File Date

  and Number

  
	
  Advantis
  Technologies, Inc.

  	
   

  	
  RS Receivables Corporation

  	
   

  	
  Accounts under
  Receivables Purchase Agreement

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  12/31/2001 

  #11807630

  
	
  Advantis
  Technologies, Inc.

  	
   

  	
  RS Receivables Corporation

  	
   

  	
  Accounts under
  Receivables Purchase Agreement

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  3/26/2002 

  #20773915

  
	
  Advantis Technologies, Inc.

  	
   

  	
  RS Receivables II
  Corporation

  	
   

  	
  Accounts under
  Receivables Purchase Agreement

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  6/27/2002 

  #21574502

  
	
  Advantis
  Technologies, Inc.

  	
   

  	
  JPMorgan Chase Bank, as
  Administrative Agent*

  	
   

  	
  all assets

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  7/25/2003 

  #31920068

  
	
  Alpha Gary Corporation

  	
   

  	
  Climax Molybdenum Company

  	
   

  	
  consigned
  product

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  11/8/2001 

  #11419089

  
	
  Alphagary Corporation

  	
   

  	
  RS Receivables Corporation

  	
   

  	
  Accounts under
  Receivables Purchase Agreement

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  12/31/2001 

  #11807689

  
	
  Alphagary Corporation

  	
   

  	
  ExxonMobil Chemical
  Company, a division of Exxon Mobil Corporation

  	
   

  	
  consigned
  product

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  12/11/2001 

  #20115000

  
	
  Alphagary Corporation

  	
   

  	
  RS Receivables Corporation

  	
   

  	
  Accounts under
  Receivables Purchase Agreement

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  3/26/2002 

  #20773642

  



 






* To be released as of 24:00 (German time) on the Closing Date.


 

















 


	
  SECTION 15.
 SECTION 16. Debtor

  	
   

  	
  Secured Party

  	
   

  	
  SECTION 17.
 SECTION 18. Collateral

  	
   

  	
  State

  	
   

  	
  (a)

  Jurisdiction

  	
   

  	
  Original File Date

  and Number

  
	
  Alphagary Corporation

  	
   

  	
  RS Receivables II
  Corporation

  	
   

  	
  Accounts under
  Receivables Purchase Agreement

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  6/27/2002 

  #21575038

  
	
  Alphagary Corporation

  	
   

  	
  JPMorgan Chase Bank, as
  Administrative Agent*

  	
   

  	
  all assets

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  7/25/2003 

  #31920100

  
	
  Alphagary Corporation

  	
   

  	
  CIT Communications Finance
  Corporation

  	
   

  	
  leased equipment

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  5/5/2004 

  #41420662

  
	
  Ceramtec, N.A.

  	
   

  	
  General Electric Capital
  Corporation

  	
   

  	
  Accounts under
  Receivables Purchase Agreement

  	
   

  	
  SC

  	
   

  	
  Secretary of State

  	
   

  	
  12/28/1999 

  #991228-154508A

  
	
  Ceramtec North America

  	
   

  	
  Inacom Technology
  Financial Services

  	
   

  	
  leased equipment

  	
   

  	
  SC

  	
   

  	
  Secretary of State

  	
   

  	
  7/21/1999 

  #990721-095337A

  
	
  Ceramtec North America

  	
   

  	
  NMHG Financial
  Services, Inc.

  	
   

  	
  leased equipment

  	
   

  	
  SC

  	
   

  	
  Secretary of State

  	
   

  	
  10/24/2000 

  #001024-112034A

  
	
  Ceramtec North America
  Innovative Ceramic Engineering Corporation

  	
   

  	
  NEC America, Inc.

  	
   

  	
  leased telephone
  system

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  2/26/2002 

  #20709059

  
	
  Ceramtec North America
  Innovative Ceramic Engineering Corporation

  	
   

  	
  Pullman Bank &
  Trust Company

  	
   

  	
  leased equipment

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  6/6/2002 

  #21394562

  
	
  Ceramtec North America
  Innovative Ceramic Engineering Corporation

  	
   

  	
  Pullman Bank &
  Trust Company

  	
   

  	
  leased equipment

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  6/6/2002 

  #21394919

  
	
  Ceramtec North America
  Innovative Ceramic Engineering Corporation

  	
   

  	
  Celtic Leasing Corp.

  	
   

  	
  leased computer
  equipment

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  5/20/2002 

  #21473374

  



 






* To be released as of 24:00 (German time) on the Closing Date.


 

















 


	
  SECTION 15.
 SECTION 16. Debtor

  	
   

  	
  Secured Party

  	
   

  	
  SECTION 17.
 SECTION 18. Collateral

  	
   

  	
  State

  	
   

  	
  (a)

  Jurisdiction

  	
   

  	
  Original File Date

  and Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ceramtec North America Innovative Ceramic Engineering Corporation

  	
   

  	
  U.S. Bancorp Equipment Finance, Inc.



  	
   

  	
  Studer Grinder etc.

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  12/2/2002

   

  #23007592

  
	
  Ceramtec North America
  Innovative Ceramic Engineering Corporation

  	
   

  	
  Dell Financial Services,
  L.P.

  	
   

  	
  leased computer
  equipment

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  10/14/2003

  #32674003

  
	
  Chemetall Foote Corporation

  	
   

  	
  Toyota Motor Credit
  Corporation

  	
   

  	
  leased Toyota

  	
   

  	
  NC

  	
   

  	
  Secretary of State

  	
   

  	
  5/31/2000

  #20000055229

  
	
  Chemetall Foote
  Corporation

  	
   

  	
  Toyota Motor Credit
  Corporation

  	
   

  	
  leased Toyota

  	
   

  	
  NC

  	
   

  	
  Secretary of State

  	
   

  	
  7/27/2000

  #20000075472

  
	
  Chemetall Foote Corporation

  	
   

  	
  Toyota Motor Credit
  Corporation

  	
   

  	
  leased Toyota

  	
   

  	
  NC

  	
   

  	
  Cleveland County

  	
   

  	
  5/24/2000

  #000577

  
	
  Chemetall Foote
  Corporation

  	
   

  	
  Toyota Motor Credit
  Corporation

  	
   

  	
  leased Toyota

  	
   

  	
  NC

  	
   

  	
  Cleveland County

  	
   

  	
  7/24/2000

  #000849

  
	
  Chemetall Foote Corp.

  	
   

  	
  Dynamit Nobel Aktiengesellschaft;
  Siemens Financial Services GMBH

  	
   

  	
  Receivables

  	
   

  	
  PA

  	
   

  	
  Secretary of State

  	
   

  	
  6/26/2002

  #36390454

  
	
  Chemetall Ges.m.b.H., Wien

  	
   

  	
  Bank Austria
  Creditantstalt AG

  	
   

  	
  A3
  Investementfonds

  	
   

  	
   

  	
   

  	
  Austria

  	
   

  	
  N/A

  
	
  Chemetall Ges.m.b.H., Wien

  	
   

  	
  Bank Austria Creditantstalt
  AG

  	
   

  	
  CA Pfandbriefe
  and Bundesanleihe

  	
   

  	
   

  	
   

  	
  Austria

  	
   

  	
  N/A

  
	
  Chemetall-Rai India
  Limited

  	
   

  	
  Canara Bank, Frot Main
  Branch

  	
   

  	
  All cars

  	
   

  	
   

  	
   

  	
  India

  	
   

  	
  N/A

  
	
  Chemetall-Rai India
  Limited

  	
   

  	
  Canara Bank, Frot Main
  Branch

  	
   

  	
  All cars

  	
   

  	
   

  	
   

  	
  India

  	
   

  	
  N/A

  
	
  Chemetall-Rai India
  Limited

  	
   

  	
  Canara Bank, Frot Main
  Branch

  	
   

  	
  All cars

  	
   

  	
   

  	
   

  	
  India

  	
   

  	
  N/A

  
	
  Chemetall-Rai India
  Limited

  	
   

  	
  Canara Bank, Frot Main
  Branch

  	
   

  	
  All cars

  	
   

  	
   

  	
   

  	
  India

  	
   

  	
  N/A

  
	
  Chemetall-Rai India
  Limited

  	
   

  	
  HDFC Bank

  	
   

  	
  All cars

  	
   

  	
   

  	
   

  	
  India

  	
   

  	
  N/A

  
	
  Chemetall-Rai India
  Limited

  	
   

  	
  HDFC Bank

  	
   

  	
  All cars

  	
   

  	
   

  	
   

  	
  India

  	
   

  	
  N/A

  
	
  Chemical Specialties, Inc.

  	
   

  	
  Caterpillar Financial
  Services Corporation

  	
   

  	
  lift truck

  	
   

  	
  NC

  	
   

  	
  Secretary of State

  	
   

  	
  12/22/1999

  #19990122708

  
	
  Chemical Specialties, Inc.

  	
   

  	
  Connected Office Products
  Inc.

  	
   

  	
  leased imaging
  system

  	
   

  	
  NC

  	
   

  	
  Secretary of State

  	
   

  	
  4/11/2000

  #20000037523

  



 

















 


	
  SECTION 15.
 SECTION 16. Debtor

  	
   

  	
  Secured Party

  	
   

  	
  SECTION 17.
 SECTION 18. Collateral

  	
   

  	
  State

  	
   

  	
  (a)

  Jurisdiction

  	
   

  	
  Original File Date

  and Number

  
	
  Chemical
  Specialties, Inc.

  	
   

  	
  RS Receivables Corporation

  	
   

  	
  Accounts under
  Receivables Purchase Agreement

  	
   

  	
  NC

  	
   

  	
  Secretary of State

  	
   

  	
  12/31/2001 

  #20020002567J

  
	
  Chemical
  Specialties, Inc.

  	
   

  	
  RS Receivables Corporation

  	
   

  	
  Accounts under
  Receivables Purchase Agreement

  	
   

  	
  NC

  	
   

  	
  Secretary of State

  	
   

  	
  3/26/2002 

  #20020035715G

  
	
  Chemical
  Specialties, Inc.

  	
   

  	
  Thompson Tractor
  Co., Inc.

  	
   

  	
  1 Tractor

  	
   

  	
  NC

  	
   

  	
  Secretary of State

  	
   

  	
  4/16/2003 

  #20030038118H

  
	
  Chemical
  Specialties, Inc.

  	
   

  	
  JPMorgan Chase Bank, as
  Administrative Agent*

  	
   

  	
  all assets

  	
   

  	
  NC

  	
   

  	
  Secretary of State

  	
   

  	
  7/28/2003 

  #20030075966K

  
	
  Compugraphics U.S.A. Inc.

  	
   

  	
  RS Receivables Corporation

  	
   

  	
  Accounts under
  Receivables Purchase Agreement

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  3/26/2002 

  #20773816

  
	
  Compugraphics U.S.A. Inc.

  	
   

  	
  JPMorgan Chase Bank, as
  Administrative Agent*

  	
   

  	
  all assets

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  7/25/2003 

  #31920167

  
	
  Cyantek Corporation

  	
   

  	
  RS Receivables Corporation

  	
   

  	
  Accounts under
  Receivables Purchase Agreement

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  3/26/2002 

  #20773865

  
	
  Cyantek Corporation

  	
   

  	
  JPMorgan Chase Bank, as
  Administrative Agent*

  	
   

  	
  all assets

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  7/25/2003 

  #31920191

  
	
  Dynamit Nobel GmbH
  Explosivstoff uns Systemtechnik

  	
   

  	
  WestLB Düsseldorf

  	
   

  	
  Plant
  Hermann-Fleck-Allee 8 57299 Burbach/Würgendorf

  	
   

  	
   

  	
   

  	
  Germany

  	
   

  	
  N/A

  
	
  Dynamit Nobel GmbH

  	
   

  	
  WestLB Düsseldorf

  	
   

  	
  Plant
  Hermann-Fleck-Allee 8 57299 Burbach/Würgendorf

  	
   

  	
   

  	
   

  	
  Germany

  	
   

  	
  N/A

  
	
  Electrochemicals Inc.

  	
   

  	
  RS Receivables Corporation

  	
   

  	
  Accounts under
  Receivables Purchase Agreement

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  3/26/2002 

  #20773956

  



 






* To be released as of 24:00 (German time) on the Closing Date.


* To be released as of 24:00 (German time) on the Closing Date.


* To be released as of 24:00 (German time) on the Closing Date.


 

















 


	
  SECTION 15.
 SECTION 16. Debtor

  	
   

  	
  Secured Party

  	
   

  	
  SECTION 17.
 SECTION 18. Collateral

  	
   

  	
  State

  	
   

  	
  (a)

  Jurisdiction

  	
   

  	
  Original File Date

  and Number

  
	
  Electrochemicals Inc.

  	
   

  	
  JPMorgan Chase Bank, as
  Administrative Agent*

  	
   

  	
  all assets

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  7/25/2003

  #31920308

  
	
  Exsil, Inc.

  	
   

  	
  RS Receivables Corporation

  	
   

  	
  Accounts under
  Receivables Purchase Agreement

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  3/26/2002

  #20774087

  
	
  Exsil, Inc.

  	
   

  	
  JPMorgan Chase Bank, as
  Administrative Agent*

  	
   

  	
  all assets

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  7/25/2003

  #31920340

  
	
  LaPorte Pigment Corp.*

  	
   

  	
  Potomac Industrial
  Trucks, Inc.

  	
   

  	
  3 Forklift
  Trucks

  	
   

  	
  MD

  	
   

  	
  Secretary of State

  	
   

  	
  6/14/2000

  #181049638

  
	
  Lurex, Inc.

  	
   

  	
  JPMorgan Chase Bank, as
  Administrative Agent*

  	
   

  	
  all assets

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  7/25/2003

  #31920373

  
	
  Oakite Products, Inc.

  	
   

  	
  Dynamit Nobel
  Aktiengesellschaft; Siemens Financial Services GMBH

  	
   

  	
  Receivables

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  6/25/2002

  #21558570

  
	
  Oakite Products, Inc.

  	
   

  	
  Associates Commmercial
  Corporation

  	
   

  	
  forklift

  	
   

  	
  MI

  	
   

  	
  Secretary of State

  	
   

  	
  9/14/2000

  #D694296

  
	
  Oakite Products, Inc.

  	
   

  	
  NMHG Financial
  Services, Inc.

  	
   

  	
  leased equipment

  	
   

  	
  NJ

  	
   

  	
  Secretary of State

  	
   

  	
  12/11/2000

  #2012589

  
	
  Oakite Products, Inc.

  	
   

  	
  Ameritech Credit
  Corporation

  	
   

  	
  leased security
  equipment

  	
   

  	
  NJ

  	
   

  	
  Secretary of State

  	
   

  	
  6/15/2001

  #2049416

  
	
  Oakite Products, Inc.

  	
   

  	
  Canon Financial
  Services, Inc.

  	
   

  	
  leased copier
  equipment

  	
   

  	
  NJ

  	
   

  	
  Secretary of State

  	
   

  	
  7/11/2003

  #21685842

  
	
  Oakite Products, Inc.

  	
   

  	
  Leonard H Gilman

  	
   

  	
  Judgment 5/7/01 $8,051.

  	
   

  	
  NJ

  	
   

  	
  Superior Court

  	
   

  	
   

  
	
  Rockwood America Inc.

  	
   

  	
  JPMorgan Chase Bank, as
  Administrative Agent*

  	
   

  	
  all assets

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  7/25/2003

  #31920415

  



 






*
To be released as of 24:00 (German time) on the Closing Date.


*
To be released as of 24:00 (German time) on the Closing Date.


*
To be released as of 24:00 (German time) on the Closing Date.


 

















 


	
  SECTION 15.
 SECTION 16. Debtor

  	
   

  	
  Secured Party

  	
   

  	
  SECTION 17.
 SECTION 18. Collateral

  	
   

  	
  State

  	
   

  	
  (a)

  Jurisdiction

  	
   

  	
  Original File Date

  and Number

  
	
  Rockwood Italia SpA

  	
   

  	
  Elyo Italia

  	
   

  	
  Negative Pledge
  over sqm. 1,980 of Turin real estate.

  	
   

  	
   

  	
   

  	
  Italy

  	
   

  	
   

  
	
  Rockwood Pigments
  NA, Inc.

  	
   

  	
  RS Receivables Corporation

  	
   

  	
  Accounts under
  Receivables Purchase Agreement

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  12/31/2001

  #11807788

  
	
  Rockwood Pigments
  NA, Inc.

  	
   

  	
  RS Receivables II
  Corporation

  	
   

  	
  Accounts under
  Receivables Purchase Agreement

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  6/27/2002

  #21575210

  
	
  Rockwood Pigments
  NA, Inc.

  	
   

  	
  CIT Communications Finance
  Corporation

  	
   

  	
  leased equipment

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  1/31/2003

  #30273949

  
	
  Rockwood Pigments
  NA, Inc.

  	
   

  	
  JPMorgan Chase Bank, as
  Administrative Agent*

  	
   

  	
  all assets

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  7/25/2003

  #31920449

  
	
  Rockwood Specialties
  Group, Inc.

  	
   

  	
  JPMorgan Chase Bank, as
  Administrative Agent*

  	
   

  	
  all assets

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  7/25/2003

  #31920464

  
	
  Rockwood Specialties Inc.

  	
   

  	
  JPMorgan Chase Bank, as
  Administrative Agent*

  	
   

  	
  all assets

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  7/25/2003

  #31920514

  
	
  Rockwood Specialties Inc.

  	
   

  	
  Wells Fargo Financial
  Leasing

  	
   

  	
  leased digital
  copier system

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  1/5/2004

  #40217044

  
	
  Rockwood Specialties Inc.

  	
   

  	
  Wells Fargo Financial
  Leasing

  	
   

  	
  leased digital
  copier system

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  5/13/2004

  #41520453

  
	
  Rockwood Specialties
  International, Inc.

  	
   

  	
  JPMorgan Chase Bank, as
  Administrative Agent*

  	
   

  	
  all assets

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  7/25/2003

  #31920472

  



 






*
To be released as of 24:00 (German time) on the Closing Date.


*
To be released as of 24:00 (German time) on the Closing Date.


*
To be released as of 24:00 (German time) on the Closing Date.


*
To be released as of 24:00 (German time) on the Closing Date.


*
To be released as of 24:00 (German time) on the Closing Date.


 

















 


	
  SECTION 15.
 SECTION 16. Debtor

  	
   

  	
  Secured Party

  	
   

  	
  SECTION 17.
 SECTION 18. Collateral

  	
   

  	
  State

  	
   

  	
  (a)

  Jurisdiction

  	
   

  	
  Original File Date

  and Number

  
	
  Rockwood Specialties
  Limited

  	
   

  	
  Barlcays Bank plc

  	
   

  	
  All monies due
  or to become due from the Company to Barclays Bank plc on any account

  	
   

  	
   

  	
   

  	
  UK

  	
   

  	
  03/09/2001

  
	
  Rohner AG Prattein

  	
   

  	
  Basellandschaftliche
  Kantonalbank, CH-4410 Liestal

  	
   

  	
  Plant Gempenstr,
  6 CH-4133 Prattin, Switzerland

  	
   

  	
   

  	
   

  	
  Switzerland

  	
   

  	
  N/A

  
	
  Rohner AG Prattein

  	
   

  	
  Dresdner Bank AG

  	
   

  	
  Plant Gempenstr,
  6 CH-4133 Prattin, Switzerland

  	
   

  	
   

  	
   

  	
  Switzerland

  	
   

  	
  N/A

  
	
  RS Funding Corporation

  	
   

  	
  JPMorgan Chase Bank, as
  Administrative Agent*

  	
   

  	
  all assets

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  7/25/2003

  #31920548

  
	
  Southern Color
  N.A., Inc.

  	
   

  	
  JPMorgan Chase Bank, as
  Administrative Agent*

  	
   

  	
  all assets

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  7/25/2003

  #31920555

  
	
  Southern Color
  N.A., Inc.

  	
   

  	
  Citicorp
  Leasing, Inc.

  	
   

  	
  one Nissan
  forks & sideshifter

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  4/26/2004

  #41158783

  



 






* To be released as of 24:00 (German time) on the
Closing Date.


* To be released as of 24:00 (German time) on the
Closing Date.


 
















 


SCHEDULE 10.5


 


TO THE CREDIT AGREEMENT


 


CLOSING DATE INVESTMENTS


 


	
  18.2. Investor

  	
   

  	
  18.3. Amount of

  Investment

  	
   

  	
  Type of

  Investment

  
	
  Inorganic Pigments Limited

  	
   

  	
  30% capital investment (representing an original
  investment of $649,000.00(4)) in Fuyang Golden Autumn Chemicals Company Ltd.

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Inorganic Pigments Limited

  	
   

  	
  51% capital investment (representing $885,599.00
  capital investment) in Changsu Rockwood Pigments Company Limited

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Inorganic Pigments Limited

  	
   

  	
  100% capital investment (representing an original
  investment of $200,000(5)) in Rockwood (Ningbo) Chemicals Corp. Ltd.

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rockwood Pigments NA, Inc.

  	
   

  	
  Investment in Anirox Pigments Ltd (supplier)

  	
   

  	
  Advance with equity conversion rights

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rockwood Specialties GmbH

  	
   

  	
  85% capital investment (representing an original
  investment $3,877,000.00) in Isiltec Innovative Silicon Technologies GmbH

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chemetall GmbH

  	
   

  	
  99.98% capital investment (representing an
  original investment $22,950,000.00) in Chemetall SA

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Oakite Products Inc.

  	
   

  	
  99.99% capital investment (representing an
  original investment $3,575,000.00) in Chemetall 

  	
   

  	
  Equity

  



 






(4)           This
investment was written off for accounting purposes at the initial funding.


(5)           This
investment was written off for accounting purposes at the initial funding.


 

















 


	
   

  	
   

  	
  Mexicana SA de CV

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dynamit Nobel Aktiengesellschaft

  	
   

  	
  99.95% capital investment (representing an
  original investment $4,343,000.00) in DNVJ Vermögensverwaltung GmbH

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  40% capital investment (representing an original
  investment $630,000.00) in Guangzhou Huali Sachtleben Chemicals Company Ltd

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chemetall GmbH

  	
   

  	
  50% capital investment (representing an original
  investment $713,000.00) in ChemStore GmbH

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  	
   

  	
  30% capital investment (representing an original
  investment $61,000.00(6)) in Bedec Tir SA

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  	
   

  	
  33.33% capital investment (representing an
  original investment $19,000.00) in LRG Recycling GmbH Leverkusen

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  	
   

  	
  34.08% capital investment (representing an
  original investment $334,000.00(7)) in DICON Explosives Company Ltd.

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  	
   

  	
  30% capital investment (representing an original
  investment $23,000.00(8)) in Petri-DN GmbH Inflator Systems

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  	
   

  	
  25% capital investment (representing an original
  investment $43,000.00(9)) in Nigerian Development and Construction Company
  Ltd.

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dynamit Nobel GmbH 

  	
   

  	
  34% capital investment (representing 

  	
   

  	
  Equity

  



 






(6)           This investment was written-off due for accounting
purposes.


(7)           This investment was written-off due for accounting
purposes.


(8)           This investment was written-off due for accounting
purposes.


(9)           This investment was written-off due for accounting
purposes.


 

















 


	
  Explosivstoff-und Systemtechnik

  	
   

  	
  an original investment $13,000.00) in Würgendorf
  GenehmigungshaltersgesellschaftmbH

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  	
   

  	
  20% capital investment (representing an original
  investment $25,000.00) in RUAG Deutschland GmbH

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CeramTec AG Innovative Ceramic Engineering

  	
   

  	
  55.8% capital investment (representing an original
  investment $72,000.00) in ProCeram spol. s.r.o.

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CeramTec AG Innovative Ceramic Engineering

  	
   

  	
  90% capital investment (representing an original
  investment $814,000.00) in Shanghai CeramTec Innovative Ceramic Engineering
  Co., Ltd.

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chemetall Hispania S.A.

  	
   

  	
  20% capital investment (representing an original
  investment $141,000.00) in Agena Resinas e Colas Ltda.

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chemetall Hispania S.A.

  	
   

  	
  49% capital investment (representing an original
  investment $10,000.00) in Ardrox-Agena Quimica Ltda.

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chemetall India Company Limited &
  Chemetall GmbH

  	
   

  	
  40% and 10% capital investment, respectively,
  (representing an original investment $1,300,00.00) in Chemetall-Rai India
  Ltd.

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chemetall GmbH

  	
   

  	
  60% capital investment (representing an original
  investment $1,118,000.00) in Shanghai Chemetall Chemicals Co., Ltd.

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chemetall do Brasil Ltda.

  	
   

  	
  99% capital investment (representing an original
  investment $329.00) in Breisach Empreendimentos e Participacoes Ltda.

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sociedad Chilena de
  Litio Ltda.

  	
   

  	
  50% capital investment (representing an original
  investment $89,000.00) in Sales de Magnesio Limitida

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chemetall GmbH & Shanghai Chemetall
  Chemicals Co., Ltd.

  	
   

  	
  35% and 20% capital investment, respectively,
  (representing an original investment $507,000.00) in 

  	
   

  	
  Equity

  



 

















 


	
   

  	
   

  	
  Chongqing Chemetall Chemicals Co., Ltd

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chemetall s.r.l.

  	
   

  	
  75% capital investment (representing an original
  investment $1,858,000.00) in Kendell s.r.l.

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chemetall GmbH

  	
   

  	
  90% capital investment (representing an original
  investment $8,000.00) in Chemetall s.r.o.

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  25% capital investment (representing an original
  investment $16,000.00) in Alberti & Co. GmbH

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sachtleben Chemie GmbH

  	
   

  	
  25% capital investment (representing an original
  investment $727,000.00) in Deutsche Baryt-Industrie, Dr. Rudolf Alberti
  GmbH & Co. KG

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dynamit Nobel Aktiengesellschaft

  	
   

  	
  94% capital investment (representing an original
  investment $30,000.00) in SERTO Beteiligungs GmbH & Co.
  Vermietungs-KG

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  	
   

  	
  16% capital investment (representing an original
  investment $6,000.00) in Troisdorf Genehmigungshaltergesellschaft mbH

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  	
   

  	
  15% capital investment (representing an original
  investment $10,000.00) in DynITEC GmbH

  	
   

  	
  Equity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chemetall Ges.m.b.H

  	
   

  	
  10% capital investment (representing an original
  investment $28,000.00) in Industrieservice Ges.m.b.H.

  	
   

  	
  Equity

  



 


SECTION 19.  Commitments for Future Capital
Contribution


 


	
  Chemetall GmbH & Shanghai Chemetall
  Chemicals Co., Ltd.

  	
   

  	
  57% Investment in Changchun Chemetall Chemicals
  Co., Ltd. (approximately $2.3 million)

  



 

















 


	
  Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  	
   

  	
  Investment in Customer Synthesis Leasing SPV
  (approximately $30,000.00)

  
	
  Dynamit Nobel GmbH Explosivstoff-und Systemtechnik

  	
   

  	
  Investment in Advanced Ceramics Leasing SPV
  (approximately $30,000.00)

  



 
















 


EXHIBIT A-1


 


[FORM OF]


 


CANADIAN GUARANTEE


 


CANADIAN GUARANTEE dated
as of July 30, 2004, made by each of the Canadian subsidiaries of ROCKWOOD
SPECIALTIES GROUP, INC., a Delaware corporation (the “US Borrower”),
listed on Annex A hereto (each such subsidiary individually, a “Guarantor” and,
collectively, the “Guarantors”) in favour of CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands Branch, acting as administrative agent (in such
capacity, the “Administrative  Agent”)
for the lenders (the “Lenders”) from time to time parties to the Credit
Agreement dated as of July 30, 2004 (as the same may be amended,
supplemented or otherwise modified or restated from time to time, the “Credit
Agreement”), among the US Borrower, Rockwood Specialties Limited, a company
incorporated under the laws of England and Wales (the “UK Borrower” and,
together with the US Borrower, the “Borrowers”), Rockwood Specialties
International, Inc., a Delaware corporation (“Holdings”), the Lenders, the
Administrative Agent, and UBS Securities LLC and Goldman Sachs Credit Partners
L.P., as co-syndication agents (in such capacity, the “Co-Syndication Agents”).


 


WITNESSETH:


 


WHEREAS, (a) pursuant to the Credit Agreement,
the Lenders have severally agreed to make Loans to the UK Borrower and the
Letter of Credit Issuer has agreed to issue Letters of Credit for the account
of the UK Borrower (collectively, the “Extensions of Credit”)  upon the terms and subject to the conditions
set forth therein, and (b) one or more Lenders or Affiliates of Lenders
may from time to time enter into Hedge Agreements with the UK Borrower or any
of the Restricted Subsidiaries of the UK Borrower;


 


WHEREAS, each Guarantor is a Subsidiary of the US
Borrower and is incorporated under the laws of Canada or a province or
territory thereof;


 


WHEREAS, the proceeds of the Extensions of Credit
will be used in part to enable the UK Borrower to make valuable transfers to
the Guarantors in connection with the operation of their respective businesses;


 


WHEREAS, each Guarantor acknowledges that it will
derive substantial direct and indirect benefit from the making of the
Extensions of Credit; and


 

















 


WHEREAS, it is a condition precedent to the
obligation of the Lenders and the Letter of Credit Issuer to make their
respective Extensions of Credit to the UK Borrower under the Credit Agreement
that the Guarantors shall have executed and delivered this Guarantee to the
Administrative Agent for the ratable benefit of the Secured Parties;


 


NOW, THEREFORE, in consideration of the premises and
to induce the Administrative Agent, the Co-Syndication Agents, the Lenders and
the Letter of Credit Issuer to enter into the Credit Agreement and to induce
the Lenders and the Letter of Credit Issuer to make their respective Extensions
of Credit to the UK Borrower under the Credit Agreement and to induce one or
more Lenders or Affiliates of Lenders to enter into Hedge Agreements with the
UK Borrower and/or the Restricted Subsidiaries of the UK Borrower, the
Guarantors hereby agree with the Administrative Agent, for the ratable benefit
of the Secured Parties, as follows:


 


1.             Defined
Terms.


 


Unless otherwise defined herein, terms defined in
the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.


 


As used herein, the term “Closing Time” means 24:00
(German time) on the Closing Date.


 


As used herein, the term “Obligations” means
the collective reference to (i) the due and punctual payment of (x) the
principal of and premium, if any, and interest at the applicable rate provided
in the Credit Agreement (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding) on the Loans extended to the
UK Borrower, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (y) each payment required to
be made by the UK Borrower under the Credit Agreement in respect of any Letter
of Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral, and
(z) all other monetary obligations, including fees, costs, expenses and
indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the UK Borrower or any other
Credit Party that is a Foreign Subsidiary to any of the Secured Parties under
the Credit Agreement and the other Credit Documents, (ii) the due and
punctual performance of all covenants, agreements, obligations and liabilities
of the UK Borrower under or pursuant to the Credit Agreement and the other
Credit Documents, (iii) the due and punctual payment and performance of
all the covenants, agreements, obligations and liabilities of each other Credit
Party that is a Foreign Subsidiary under or pursuant to this Guarantee
Agreement or the other Credit Documents, (iv) the due and punctual payment
and performance of all obligations of the UK Borrower and each Borrower or
Restricted Subsidiary that is a Foreign Subsidiary under each Hedge Agreement
that (x) is in effect on the Closing Date with a counterparty that is a
Lender or an Affiliate of a Lender as of the Closing Date or (y) is
entered into after the Closing Date with any counterparty that is a Lender or
an Affiliate of a Lender at the time such Hedge Agreement is entered into and (v) the
due and punctual payment and performance of all obligations in respect of
overdrafts and related liabilities owed to the


 

















 


Administrative Agent or its Affiliates by the
UK Borrower or any other Credit Party that is a Foreign Subsidiary arising from
or in connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds.


 


As used herein, the term “Secured Parties”  means (i) the Lenders, (ii) the
Letter of Credit Issuer, (iii) the Swingline Lender, (iv) the
Administrative Agent, (v) the Co-Syndication Agents, (vi) each
counterparty to a Hedge Agreement the obligations under which constitute
Obligations, (vii) the beneficiaries of each indemnification obligation
undertaken by any Credit Party under any Credit Document and (viii) any
successors, indorsees, transferees and assigns of each of the foregoing.


 


References to “Lenders” in this Guarantee shall be
deemed to include Affiliates of Lenders that may from time to time enter into
Hedge Agreements with the UK Borrower or any Restricted Subsidiary of the UK
Borrower.


 


The words “hereof,” “herein” and “hereunder” and
words of similar import when used in this Guarantee shall refer to this
Guarantee as a whole and not to any particular provision of this Guarantee, and
Section references are to Sections of this Guarantee unless otherwise
specified. The words “include”, “includes” and “including” shall be deemed to
be followed by the phrase “without limitation”.


 


The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.


 


2.             Guarantee.


 


Effective immediately upon the Closing Time,
each of the Guarantors hereby, jointly and severally, unconditionally and
irrevocably, guarantees to the Administrative Agent, for the ratable benefit of
the Secured Parties, the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the
Obligations.


 


Each Guarantor further agrees to pay any and
all expenses (including all fees and disbursements of counsel) that may be paid
or incurred by the Administrative Agent or any other Secured Party in
enforcing, or obtaining advice of counsel in respect of, any rights with
respect to, or collecting, any or all of the Obligations and/or enforcing any
rights with respect to, or collecting against, such Guarantor under this
Guarantee.


 


No payment or payments made by the UK
Borrower, any of the Guarantors, any other guarantor or any other Person or
received or collected by the Administrative Agent or any other Secured Party
from the UK Borrower, any of the Guarantors, any other guarantor or any other
Person by virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment of
the Obligations shall be deemed to modify, reduce, release or otherwise affect
the liability of any Guarantor hereunder, which shall, notwithstanding any such
payment or payments other than payments made by such Guarantor in respect of
the Obligations or payments received or collected from such Guarantor in
respect of the Obligations, remain liable for the Obligations up to the maximum
liability of such Guarantor hereunder until the Obligations under the Credit
Documents are paid in full, the


 

















 


Commitments are terminated and no Letters of
Credit drawn by the UK Borrower shall be outstanding.


 


Each Guarantor agrees that whenever, at any
time, or from time to time, it shall make any payment to the Administrative
Agent or any other Secured Party on account of its liability hereunder, it will
notify the Administrative Agent in writing that such payment is made under this
Guarantee for such purpose.


 


If any amount in respect of the Obligations
is not recoverable from a Guarantor hereunder on the basis of a guarantee,
then, notwithstanding any other provision hereof, each Guarantor shall be
liable hereunder as principal obligor and shall indemnify the Administrative in
respect of the due payment of such amount, and shall pay such amount to the
Administrative after demand as herein provided.


 


Right of Contribution. Each Guarantor hereby agrees
that to the extent that a Guarantor shall have paid more than its proportionate
share of any payment made hereunder, such Guarantor shall be entitled to seek
and receive contribution from and against any other Guarantor hereunder who has
not paid its proportionate share of such payment. Each Guarantor’s right of
contribution shall be subject to the terms and conditions of Section 5
hereof. The provisions of this Section 3 shall in no respect limit the
obligations and liabilities of any Guarantor to the Administrative Agent and
the other Secured Parties, and each Guarantor shall remain liable to the Administrative
Agent and the other Secured Parties for the full amount guaranteed by such
Guarantor hereunder.


 


Right of Set-off. In addition to any rights and
remedies of the Secured Parties provided by law, each Guarantor hereby
irrevocably authorizes each Secured Party at any time and from time to time
following the occurrence and during the continuance of an Event of Default
without notice to such Guarantor or any other Guarantor, any such notice being
expressly waived by each Guarantor, upon any amount becoming due and payable by
such Guarantor hereunder (whether at stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Secured Party to or for the credit
or the account of such Guarantor. Each Secured Party shall notify such
Guarantor promptly of any such set -off and the appropriation and application
made by such Secured Party, provided that the failure to give such notice shall
not affect the validity of such set-off and application.


 


No Subrogation. Notwithstanding any payment
or payments made by any of the Guarantors hereunder or any set-off or
appropriation and application of funds of any of the Guarantors by the
Administrative Agent or any other Secured Party, no Guarantor shall be entitled
to be subrogated to any of the rights of the Administrative Agent or any other
Secured Party against the UK Borrower or any other Guarantor or any collateral
security or guarantee or right of offset held by the Administrative Agent or
any other Secured Party for the payment of the Obligations, nor shall any
Guarantor seek or be entitled to seek any contribution or reimbursement from
the UK Borrower or any other Guarantor in respect of payments made by such
Guarantor hereunder, until all amounts owing to the Administrative Agent and
the other


 

















 


Secured Parties by the Credit Parties on
account of the Obligations under the Credit Documents are paid in full, the
Commitments are terminated and no Letters of Credit drawn by the UK Borrower
shall be outstanding. If any amount shall be paid to any Guarantor on account
of such subrogation rights at any time when all the Obligations shall not have
been paid in full, such amount shall be held by such Guarantor in trust for the
Administrative Agent and the other Secured Parties, segregated from other funds
of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be
turned over to the Administrative Agent in the exact form received by such
Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if
required), to be applied against the Obligations, whether due or to become due,
in such order as the Administrative Agent may determine.


 


6.             Amendments., etc.
with Respect to the Obligations; Waiver of Rights.  Each Guarantor shall remain obligated
hereunder notwithstanding that, without any reservation of rights against any
Guarantor and without notice to or further assent by any Guarantor, (a) any
demand for payment of any of the Obligations made by the Administrative Agent
or any other Secured Party may be rescinded by such party and any of the
Obligations continued, (b) the Obligations, or the liability of any other
party upon or for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
other Secured Party, (c) the Credit Agreement, the other Credit Documents,
the Letters of Credit and any other documents executed and delivered in
connection therewith and the Hedge Agreements and any other documents executed
and delivered in connection therewith and any documents entered into with the
Administrative Agent or any of its Affiliates in connection with treasury,
depositary or cash management services or in connection with any automated
clearinghouse transfer of funds may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders, as the case may be, or, in the case of any Hedge Agreement or any
documents entered into with the Administrative Agent or any of its Affiliates
in connection with treasury, depositary or cash management services or in connection
with any automated clearinghouse transfer of funds, the party thereto) may deem
advisable from time to time, and (d) any collateral security, guarantee or
right of offset at any time held by the Administrative Agent or any other
Secured Party for the payment of the Obligations may be sold, exchanged,
waived, surrendered or released. Neither the Administrative Agent nor any other
Secured Party shall have any obligation to protect, secure, perfect or insure
any Lien at any time held by it as security for the Obligations or for this
Guarantee or any property subject thereto. When making any demand hereunder
against any Guarantor, the Administrative Agent may, but shall be under no
obligation to, make a similar demand on the UK Borrower or any Guarantor or
guarantor, and any failure by the Administrative Agent to make any such demand
or to collect any payments from the UK Borrower or any Guarantor or guarantor
or any release of the UK Borrower or any Guarantor or guarantor shall not
relieve any Guarantor in respect of which a demand or


 

















 


collection is not made or any Guarantor not so
released of its several obligations or liabilities hereunder, and shall not
impair or affect the rights and remedies, express or implied, or as a matter of
law, of the Administrative Agent or any other Secured Party against any
Guarantor. For the purposes hereof, “demand” shall include the commencement and
continuance of any legal proceedings.


 


7.             Guarantee
Absolute and Unconditional. Each Guarantor waives any and all notice of the
creation, contraction, incurrence, renewal, extension, amendment, waiver or
accrual of any of the Obligations, and notice of or proof of reliance by the
Administrative Agent or any other Secured Party upon this Guarantee or
acceptance of this Guarantee, the Obligations or any of them, shall
conclusively be deemed to have been created, contracted or incurred, or
renewed, extended, amended, waived or accrued, in reliance upon this Guarantee;
and all dealings between the UK Borrower and any of the Guarantors, on the one
hand, and the Administrative Agent and the other Secured Parties, on the other
hand, likewise shall be conclusively presumed to have been had or consummated
in reliance upon this Guarantee. Each Guarantor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the UK
Borrower or any of the Guarantors with respect to the Obligations. Each
Guarantor understands and agrees that this Guarantee shall be construed as a
continuing, absolute and unconditional guarantee without regard to (a) the
validity, regularity or enforceability of the Credit Agreement, any other
Credit Document, any Letter of Credit or any Hedge Agreement, any of the
Obligations or any other collateral security therefor or guarantee or right of
offset with respect thereto at any time or from time to time held by the
Administrative Agent or any other Secured Party, (b) any defense, set-off
or counterclaim (other than a defense of payment or performance) that may at
any time be available to or be asserted by the UK Borrower against the
Administrative Agent or any other Secured Party or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the UK
Borrower or such Guarantor) that constitutes, or might be construed to
constitute, an equitable or legal discharge, defence or limitation of the UK
Borrower for the Obligations, or of such Guarantor under this Guarantee, in
bankruptcy or in any other instance. When pursuing its rights and remedies
hereunder against any Guarantor, the Administrative Agent or and any other
Secured Party may, but shall be under no obligation to, pursue such rights and
remedies as it may have against the UK Borrower or any other Person or against
any collateral security or guarantee for the Obligations or any right of offset
with respect thereto, and any failure by the Administrative Agent or any other
Secured Party to pursue such other rights or remedies or to collect any
payments from the UK Borrower or any such other Person or to realize upon any
such collateral security or guarantee or to exercise any such right of offset,
or any release of the UK Borrower or any such other Person or any such
collateral security, guarantee or right of offset, shall not relieve such
Guarantor of any liability hereunder, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of the
Administrative Agent and the other Secured Parties against such Guarantor. This
Guarantee shall remain in full force and effect and be binding in accordance
with and to the extent of its terms upon each Guarantor and the successors and
assigns thereof, and shall inure to the benefit of the Administrative Agent and
the other Secured Parties, and their respective successors, indorsees,
transferees and


 

















 


assigns, until all the Obligations under the Credit
Documents shall have been satisfied by payment in full, the Commitments shall
be terminated and no Letters of Credit drawn by the UK Borrower shall be
outstanding, notwithstanding that from time to time during the term of the
Credit Agreement and any Hedge Agreement the Credit Parties may be free from
any Obligations. A Guarantor shall automatically be released from its
obligations hereunder and the Guarantee of such Guarantor shall be
automatically released upon the consummation of any transaction permitted by
the Credit Agreement as a result of which such Guarantor ceases to be a
Subsidiary of the US Borrower. In connection with any such release, the
Administrative Agent shall execute and deliver to any Guarantor, at such
Guarantor’s expense, all documents that such Guarantor shall reasonably request
to evidence such termination or release. Any execution and delivery of
documents pursuant to the preceding sentence of this Section 7 shall be
without recourse to or warranty by the Administrative Agent.


 


8.             Reinstatement.
This Guarantee shall continue to be effective, or be reinstated, as the case
may be, if at any time payment, or any part thereof, of any of the Obligations
is rescinded or must otherwise be restored or returned by the Administrative
Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the UK Borrower or any Guarantor, or upon or
as a result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the UK Borrower or any other Guarantor or any
substantial part of its property, or otherwise, all as though such payments had
not been made.


 


9.             Payments.
Each Guarantor hereby guarantees that payments hereunder will be paid to the
Administrative Agent in Dollars at the Administrative Agent’s Office, without
set-off or counterclaim and without deduction for any taxes, levies, duties,
fees, deductions, withholdings, restrictions or conditions of any nature
whatsoever (excluding taxes imposed on the net income or capital of the
Administrative Agent and Secured Parties). If at any time any applicable law,
regulation or international agreement requires any Guarantor to make any such
deduction or withholding from any such payment, the sum due from such Guarantor
with respect to such payment will be increased to the extent necessary to
ensure that, after the making of such deduction or withholding, the
Administrative Agent receives a net sum equal to the sum which it would have
received had no deduction or withholding been required.


 


10.           Representations
and Warranties; Covenants.


 


Each Guarantor hereby represents and warrants
that the representations and warranties set forth in Section 8 of the
Credit Agreement as they relate to such Guarantor or in the other Credit
Documents to which such Guarantor is a party, each of which is hereby
incorporated herein by reference, are true and correct, and the Administrative
Agent and each other Secured Party shall be entitled to rely on each of them as
if they were fully set forth herein.


 


Each Guarantor hereby covenants and agrees
with the Administrative Agent and each other Secured Party that, from and after
the date of this Guarantee until the Obligations under the Credit Documents are
paid in full, the Commitments are terminated and no Letter of Credit drawn by
the UK Borrower remains outstanding, such Guarantor shall take, or shall
refrain from taking, as the case may be, all actions that are necessary to be
taken or not taken so


 

















 


that no violation of any provision, covenant
or agreement contained in Section 9 or 10 of the Credit Agreement, and so
that no Default or Event of Default, is caused by any act or failure to act of
such Guarantor or any of its Subsidiaries.


 


11.           Authority
of Agent. Each Guarantor acknowledges that the rights andresponsibilities of
the Administrative Agent under this Guarantee with respect to any action taken
by the Administrative Agent or the exercise or non-exercise by the
Administrative Agent of any option, right, request, judgment or other right or
remedy provided for herein or resultingor arising out of this Guarantee shall,
as between the Administrative Agent and the other Secured Parties, be governed
by the Credit Agreement and by such other agreements with respect thereto as
may exist from time to time among them, but, as between the Administrative
Agent and such Guarantor, the Administrative Agent shall be conclusively
presumed to be acting as agent for the Secured Parties with full and valid
authority so to act or refrain from acting, and no Guarantor shall be under any
obligation, or entitlement, to make any inquiry respecting such authority.


 


Notices. All notices, requests and demands
pursuant hereto shall be made in accordance with Section 14.2 of the
Credit Agreement. All communications and notices hereunder to each Guarantor
shall be given to it in care of the UK Borrower at the UK Borrower’s address
set forth in Section 14.2 of the Credit Agreement.


 


Counterparts. This Guarantee may be executed by one
or more of the parties to this Guarantee on any number of separate counterparts
(including by facsimile or other electronic transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Guarantee signed by all the parties
shall be lodged with the Administrative Agent and the UK Borrower.


 


Severabilitv. Any provision of this Guarantee that
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. The parties
hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or
enforceable provisions.


 


Integration. This Guarantee represents the agreement
of each Guarantor and the Administrative Agent with respect to the subject
matter hereof, and there are no promises, undertakings, representations or
warranties by the Administrative Agent or any other Secured Party relative to
the subject matter hereof not expressly set forth or referred to herein or in
the other Credit Documents.


 


Amendments in Writing; No Waiver; Cumulative Remedies.


 


None of the terms or provisions of this Guarantee
may be waived, amended, supplemented or otherwise modified except by a written
instrument executed by the affected


 

















 


Guarantor(s) and the Administrative Agent in
accordance with Section 14.1 of the Credit Agreement.


 


Neither the Administrative Agent nor any other
Secured Party shall by any act

(except by a written instrument pursuant to Section 16(a) hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default or Event of Default or in
any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of the Administrative Agent or any
other Secured Party, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Administrative Agent or
any other Secured Party of any right or remedy hereunder on any one occasion
shall not be construed as a bar to any right or remedy that the Administrative
Agent or any Secured Party would otherwise have on any future occasion.


 


The rights, remedies, powers and privileges herein
provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any other rights or remedies provided by law.


 


Section Headings. The Section headings
used in this Guarantee are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in the
interpretation hereof.


 


Successors and Assigns. This Guarantee shall be
binding upon the successors and assigns of each Guarantor and shall inure to
the benefit of the Administrative Agent and the other Secured Parties and their
respective successors and assigns except that no Guarantor may assign, transfer
or delegate any of its rights or obligations under this Guarantee without the
prior written consent of the Administrative Agent.


 


Additional Guarantors.  Each Subsidiary of the US Borrower that is
required to become a party to this Guarantee pursuant to Section 9.11 of
the Credit Agreement shall become a Guarantor, with the same force and effect
as if originally named as a Guarantor herein, for all purposes of this
Guarantee upon execution and delivery by such Subsidiary of a Supplement in the
form of Annex B hereto. The execution and delivery of any instrument adding an
additional Guarantor as a party to this Guarantee shall not require the consent
of any other Guarantor hereunder. The rights and obligations of each Guarantor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Guarantor as a party to this Guarantee.


 


WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTEE, ANY OTHER CREDIT DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.


 


21.           Submission
to Jurisdiction; Waivers.  Each Guarantor
hereby irrevocably and unconditionally:


 


(a)   submits
for itself and its property in any legal action or proceeding relating to this
Guarantee and the other Credit Documents to which it is a party, or for


 

















 


recognition and enforcement of any judgement
in respect thereof, to the non-exclusive general jurisdiction of the courts of
the Province of Ontario, the courts of the State of New York, the courts of the
United States of America for the Southern District of New York and appellate
courts from any thereof;


 


(b)   consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;


 


(c)   agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Guarantor at its address
referred to in Section 12 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;


 


(d)   agrees
that nothing herein shall affect the right of the Administrative Agent or any
other Secured Party to effect service of process in any other manner permitted
by law or shall limit the right of the Administrative Agent or any other
Secured Party to sue in any other jurisdiction; and


 


(e)   waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 21
any special, exemplary, punitive or consequential damages.


 


22.           GOVERNING
LAW. THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE PROVINCE OF ONTARIO.


 

















 


IN WITNESS WHEREOF, each of the undersigned has
caused this Guarantee to be duly executed and delivered by its duly authorized
officer as of the day and year first above written, with effect from and after
midnight (German time) on July 31, 2004.


 
















 


SUPPLEMENT NO. [ 
 ] dated as of [   ], to the


 


Canadian Guarantee dated as of July 30, 2004
(the “Guarantee”), among each of the Canadian subsidiaries of ROCKWOOD
SPECIALTIES GROUP, INC., a Delaware corporation (the “US Borrower”) listed
on Annex A thereto (each such subsidiary individually, a “Guarantor”, and,
collectively, the “Guarantors”) in favour of CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands Branch, as administrative agent (in such capacity,
the “Administrative Agent”) for the lenders to the Borrowers (the “Lenders”)
from time to time parties to the Credit Agreement referred to below.


 


A             Reference
is made to the Credit Agreement dated as of July 30, 2004 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),  among the US Borrower, Rockwood Specialties
Limited, a company incorporated under the laws of England and Wales, Rockwood
Specialities International Inc., a Delaware corporation, the Lenders from time
to time party thereto, and UBS Securities LLC and Goldman Sachs Credit Partners
L.P., as co-syndication agents (in such capacity, the “Co-Syndication Agents”).


 


Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Guarantee
(or, if not defined therein, in the Credit Agreement).


 


The Guarantors have entered into the Guarantee in
order to induce the Administrative Agent, the Co-Syndication Agents, the
Lenders and the Letter of Credit Issuer to enter into the Credit Agreement and
to induce the Lenders and the Letter of Credit Issuer to make their respective
Extensions of Credit to the UK Borrower under the Credit Agreement and to
induce one or more Lenders or Affiliates of Lenders to enter into Hedge
Agreements with the UK Borrower. Section 9.11 of the Credit Agreement and Section 19
of the Guarantee provide that additional Subsidiaries may become Guarantors
under the Guarantee by execution and delivery of an instrument in the form of
this Supplement. Each undersigned Subsidiary (each a “New Guarantor”) is
executing this Supplement in accordance with the requirements of the Credit
Agreement to become a Guarantor under the Guarantee in order to induce the
Lenders and the Letter of Credit Issuer to make additional Extensions of Credit
to the UK Borrower and as consideration for Extensions of Credit to the UK
Borrower previously made.


 


Accordingly, the Administrative Agent and the New
Guarantors agree as follows:


 


SECTION 1. In accordance with Section 19
of the Guarantee, each New Guarantor by its signature below becomes a Guarantor
under the Guarantee with the same force and effect as if originally named
therein as a Guarantor and each New Guarantor hereby


 


(a) agrees to all the terms and provisions of
the Guarantee applicable to it as a Guarantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Guarantor
thereunder are true and correct on and as of the date hereof. Each reference to
a Guarantor in the Guarantee shall be deemed to include each New Guarantor. The
Guarantee is hereby incorporated herein by reference.


 

















 


SECTION 2. Each New Guarantor represents and
warrants to the Administrative Agent and the other Secured Parties that this
Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, subject to limitations which might result from
bankruptcy, insolvency, moratorium and other similar laws affecting creditors’
rights generally and subject to limitations on the availability of equitable
remedies.


 


SECTION 3. This Supplement may be executed by
one or more of the parties to this Supplement on any number of separate
counterparts (including by facsimile or other electronic transmission), and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument. A set of the copies of this Supplement signed by all the
parties shall be lodged with the UK Borrower and the Administrative Agent. This
Supplement shall become effective as to each New Guarantor when the
Administrative Agent shall have received counterparts of this Supplement that,
when taken together, bear the signatures of such New Guarantor and the
Administrative Agent.


 


SECTION 4. Except as expressly supplemented
hereby, the Guarantee shall remain in full force and effect.


 


SECTION 5. THIS SUPPLEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE PROVINCE OF ONTARIO.


 


SECTION 6. Any provision of this Supplement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and in
the Guarantee, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction. The parties hereto shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or enforceable provisions.


 


SECTION 7. All notices, requests and demands
pursuant hereto shall be made in accordance with Section 14.2 of the
Credit Agreement. All communications and notices hereunder to each New
Guarantor shall be given to it in care of the UK Borrower at the UK Borrower’s
address set forth in Section 14.2 of the Credit Agreement.


 


SECTION 8. Each New Guarantor agrees to
reimburse the Administrative Agent for its out-of-pocket expenses in connection
with this Supplement, including the fees, disbursements and other charges of
counsel for the Administrative Agent.


 

















 


IN WITNESS WHEREOF, each New Guarantor and the
Administrative Agent have duly executed this Supplement to the Guarantee as of
the day and year first above written.


 


[NAME OF NEW GUARANTOR]


 


By:


 


Name:


 


Title:


 


CREDIT SUISSE FIRST BOSTON, acting through its
Cayman Islands Branch, as Administrative Agent


 


By:


 


Name:


 


Title:


 


By:


 


Name:


 


Title:


 
















 


EXHIBIT A-2


 


[FORM OF]


 


CANADIAN PLEDGE AGREEMENT


 


THIS CANADIAN PLEDGE
AGREEMENT (US OBLIGATIONS) dated as of July 30, 2004 is made between
ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the “Pledgor”)
and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch as
administrative agent (in such capacity, the “Administrative Agent”) for
the lenders (the “Lenders”) from time to time parties to the Credit
Agreement dated as of July 30, 2004 (as the same may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the Pledgor, Rockwood Specialties Limited, a company incorporated under
the laws of England and Wales (the “UK Borrower” and, together with the
Pledgor, the “Borrowers”), Rockwood Specialties International, Inc.,
a Delaware corporation (“Holdings”), the Lenders, the
Administrative Agent, and UBS Securities LLC and Goldman Sachs Credit Partners
L.P., as co-syndication agents (in such capacity, the “Co-Syndication Agents”).


 


W I T N E S S E T H:


 


WHEREAS, (a) pursuant to the Credit Agreement,
the Lenders have severally agreed to make Loans to the Borrowers and the Letter
of Credit Issuer has agreed to issue Letters of Credit for the account of the
Borrowers (collectively, the “Extensions of Credit”) upon the terms and
subject to the conditions set forth therein and (b) one or more Lenders or
Affiliates of Lenders may from time to time enter into Hedge Agreements with
the Borrowers or any of the Restricted Subsidiaries;


 


WHEREAS, the Pledgor acknowledges that it will
derive substantial direct and indirect benefit from the making of the
Extensions of Credit;


 


WHEREAS, it is a condition precedent to the
obligation of the Lenders and the Letter of Credit Issuer to make their
respective Extensions of Credit to the Borrowers under the Credit Agreement
that the Pledgor shall have executed and delivered this Pledge Agreement to the
Administrative Agent for the ratable benefit of the Secured Parties; and


 


WHEREAS, the Pledgor is the legal and beneficial owner
of the Equity Interests described under Schedule 1 hereto and issued by the
entities named therein (such pledged Equity Interests are, together with any
Equity Interests obtained in the future of the issuer of such Pledged Shares
required to be pledged hereunder (the “After-acquired Shares”), referred
to collectively herein as the “Pledged Shares”);


 

















 


NOW, THEREFORE, in consideration of the premises and
to induce the Administrative Agent, the Co-Syndication Agents, the Lenders and
the Letter of Credit Issuer to enter into the Credit Agreement and to induce
the Lenders and the Letter of Credit Issuer to make their respective Extensions
of Credit to the Borrowers under the Credit Agreement and to induce one or more
Lenders or Affiliates of Lenders to enter into Hedge Agreements with the
Borrowers and/or Restricted Subsidiaries, the Pledgor hereby agrees with the
Administrative Agent, for the ratable benefit of the Secured Parties, as
follows:


 


1.               Defined
Terms.


 


(a)           Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement
and all terms defined in the Personal
Property Security Act from time to time in effect in the Province of
Ontario (the “Ontario PPSA”) and not defined herein shall have the
meanings specified therein.


 


(b)           As used herein, the term “Closing
Time” means 24:00 (German time) on the Closing Date.


 


(c)           As used herein, the term “Equity Interests” means shares of
capital stock, partnership interests, membership interests in a limited
liability company, beneficial interests in a trust or other equity ownership
interests in a Person of whatever nature, and any warrants, options or other
rights entitling the holder thereof to purchase or acquire any of the foregoing.


 


(d)           As used herein, the term “Obligations” means the collective
reference to (i) the due and punctual payment of (x) the principal of
and premium, if any, and interest at the applicable rate provided in the Credit
Agreement (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Loans, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (y) each payment required to be made by the Borrowers under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon and obligations
to provide cash collateral, and (z) all other monetary obligations,
including fees, costs, expenses and indemnities, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such
proceeding), of the Borrowers or any other Credit Party to any of the Secured
Parties under the Credit Agreement and the other Credit Documents, (ii) the
due and punctual performance of all covenants, agreements, obligations and
liabilities of the Pledgor under or pursuant to the Credit Agreement and the
other Credit Documents, (iii) the due and punctual payment and performance
of all the covenants, agreements, obligations and liabilities of each other
Credit Party under or pursuant to this Pledge Agreement or the other Credit
Documents, (iv) the due and punctual payment and performance of all
obligations of each Borrower or Restricted Subsidiary under each Hedge
Agreement that (x) is in effect on the Closing Date with a counterparty
that is a Lender or an Affiliate of a Lender as of the Closing Date or (y) is
entered into after the Closing Date with any counterparty that is a Lender or
an Affiliate of a Lender at the time such Hedge Agreement is entered into and (v) the
due and punctual payment and performance of all obligations in respect


 

















 


of overdrafts and related
liabilities owed to the Administrative Agent or its Affiliates arising from or
in connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds.


 


(e)   As
used herein, the term “Proceeds” means all “proceeds” as such term is
defined in the Ontario PPSA and, in any event, shall include any consideration
received from the sale, exchange, license, lease or other disposition of any
asset or property that constitutes Collateral, any value received as a
consequence of the possession of any Collateral and any payment received from
any insurer or other person or entity as a result of the destruction, loss,
theft, damage or other involuntary conversion of whatever nature of any asset
or property that constitutes Collateral, and shall include (a) all cash
and negotiable instruments received by or held on behalf of the Administrative
Agent and (b) any and all other amounts from time to time paid or payable
under or in connection with any of the Collateral.


 


(f)    As
used herein, the term “Secured Parties” means (i) the Lenders, (ii) the
Letter of Credit Issuer, (iii) the Swingline Lender, (iv) the
Administrative Agent, (v) the Co-Syndication Agents, (vi) each
counterparty to a Hedge Agreement the obligations under which constitute
Obligations, (vii) the beneficiaries of each indemnification obligation
undertaken by any Credit Party under any Credit Document and (viii) any
successors, indorsees, transferees and assigns of each of the foregoing.


 


(g)   References
to “Lenders” in this Pledge Agreement shall be deemed to include Affiliates of
Lenders that may from time to time enter into Hedge Agreements with any
Borrower or Restricted Subsidiary.


 


(h)   The
words “hereof,” “herein” and “hereunder” and words of similar import when used
in this Pledge Agreement shall refer to this Pledge Agreement as a whole and
not to any particular provision of this Pledge Agreement, and Section references
are to Sections of this Pledge Agreement unless otherwise specified. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”.


 


(i)    The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


 


2.             Grant
of Security. As collateral security
for the prompt and complete payment and performance when due (whether at the
stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor
hereby transfers, assigns and pledges to the Administrative Agent for the
ratable benefit of the Secured Parties, and hereby grants to the Administrative
Agent for the ratable benefit of the Secured Parties, a security interest,
which security interest shall attach immediately upon the Closing Time, in all
of the Pledgor’s right, title and interest in the following, whether now owned
or existing or hereafter acquired or existing (collectively, the “Collateral”):


 


(a)             the
Pledged Shares held by the Pledgor and the certificates representing such
Pledged Shares and any interest of the Pledgor in the entries on the books of
the issuer of the


 

















 


Pledged Shares or any financial intermediary
pertaining to the Pledged Shares and all dividends, cash, warrants, rights,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the Pledged Shares, provided that the Pledged Shares under this
Pledge Agreement shall not include more than 65 percent of the issued and
outstanding Equity Interests in any issuer of the Pledged Shares; and


 


(b)           to
the extent not covered by clause (a) above, all Proceeds of any or all of
the foregoing Collateral.


 


3.             Security for Obligations.
This Pledge Agreement secures the payment of all Obligations. Without limiting
the generality of the foregoing, this Pledge Agreement secures the payment of
all amounts that constitute part of the Obligations and would be owed by the
Pledgor to the Administrative Agent or the Lenders under the Credit Documents
but for the fact that they are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding involving the
Pledgor.


 


4.             Delivery of the Collateral.
All certificates or instruments, if any, representing or evidencing the
Collateral shall be promptly delivered to and held by or on behalf of the
Administrative Agent pursuant hereto and shall be in suitable form for transfer
by delivery, or shall be accompanied by duly executed instruments of transfer
or assignment in blank, all in form and substance reasonably satisfactory to
the Administrative Agent. If the constating documents of any issuer of any
Pledged Shares restrict the transfer of the securities of such issuer, then the
Pledgor will also deliver to the Administrative Agent a certified copy of a
resolution of the directors or shareholders of such issuer consenting to the
transfer(s) contemplated by this Pledge Agreement, including any
prospective transfer of the Collateral by the Administrative Agent upon a
realization on the security constituted hereby in accordance with this Pledge
Agreement. The Administrative Agent shall have the right, at any time after the
occurrence and during the continuance of an Event of Default and without notice
to the Pledgor, to transfer to or to register in the name of the Administrative
Agent or any of its nominees any or all of the Pledged Shares. Each delivery of
Collateral (including any After-acquired Shares) shall be accompanied by a
schedule describing the securities theretofore and then being pledged
hereunder, which shall be attached hereto as Schedule 1 and made a part hereof,
provided that the failure to attach any such schedule hereto shall not affect
the validity of such pledge of such securities. Each schedule so delivered
shall supersede any prior schedules so delivered.


 


5.             Representations and Warranties.
The Pledgor represents and warrants as follows:


 


(a)           Schedule 1 hereto correctly represents as of the date hereof (i) the
issuer of the Pledged Shares, the certificate number(s) evidencing the
Pledged Shares, the Pledgor and the record and beneficial owner, the number and
class and the percentage of the issued and outstanding Equity Interests of the
issuer of such class of all Pledged Shares and (ii) together with the
comparable schedule to each supplement hereto, includes all Equity Interests
required to be pledged hereunder. The Pledged Shares represent 65% of the
issued and outstanding Equity Interests of each class of Equity Interests in
the issuer on the date hereof.


 

















 


(b)           The Pledgor is the legal and beneficial owner of the Collateral pledged
to or assigned by the Pledgor hereunder free and clear of any Lien, except for
the Lien created by this Pledge Agreement.


 


(c)           As of the date of this Pledge Agreement, the Pledged Shares pledged by
the Pledgor hereunder have been duly authorized and validly issued and, in the
case of Pledged Shares issued by a corporation, are fully paid and
non-assessable.


 


(d)           The execution and delivery by the Pledgor of this Pledge Agreement and
the pledge of the Collateral pledged by the Pledgor hereunder pursuant hereto
create a valid and perfected first-priority security interest in the
Collateral, securing the payment of the Obligations, in favor of the
Administrative Agent for the ratable benefit of the Secured Parties.


 


(e)           There is no existing agreement, option, right or privilege capable of
becoming an agreement or option pursuant to which the Pledgor would be required
to sell or otherwise dispose of any of the Pledged Shares.


 


6.             Further Assurances. The Pledgor
agrees that at any time and from time to time, at the expense of the Pledgor,
it will execute any and all further documents, financing statements, agreements
and instruments, and take all such further actions (including the filing and
recording  of financing statements
and other documents), which may be required under any applicable law, or which
the Administrative Agent or the Required Lenders may reasonably request, in
order (x) to perfect and protect any pledge, assignment or security
interest granted or purported to be granted hereby (including the priority
thereof) or (y) to enable the Administrative Agent to exercise and enforce
its rights and remedies hereunder with respect to any Collateral.


 


7.             Voting Rights; Dividends and Distributions; Etc. (a) So long as no Event of Default shall have occurred and be
continuing:


 


(i)                                     The Pledgor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Collateral or any part thereof for any
purpose not prohibited by the terms of this Pledge Agreement or the other
Credit Documents.


 


(ii)                                  The Administrative Agent shall execute and deliver (or cause to be
executed and delivered) to the Pledgor all such proxies and other instruments
as the Pledgor may reasonably request for the purpose of enabling the Pledgor
to exercise the voting and other rights that it is entitled to exercise
pursuant to paragraph (i) above.


 


(b)           Subject
to paragraph (c) below, the Pledgor shall be entitled to receive and
retain and use, free and clear of the Lien of this Pledge Agreement, any and
all dividends and distributions made or paid in respect of the Collateral to
the extent permitted by the Credit Agreement; provided, however,
that any and all noncash dividends or other distributions that would constitute
Pledged Shares, whether resulting from a subdivision, combination or
reclassification of the outstanding Equity Interests of the issuer of any
Pledged Shares or


 

















 


received in exchange for Pledged Shares or
Pledged Debt or any part thereof, or in redemption thereof, or as a result of
any merger, consolidation, amalgamation, acquisition, or other exchange of
assets to which such issuer may be a party or otherwise, shall be, and shall be
forthwith delivered to the Administrative Agent to hold as, Collateral and
shall, if received by such Pledgor, be received in trust for the benefit of the
Administrative Agent, be segregated from the other property or funds of such
Pledgor and be forthwith delivered to the Administrative Agent as Collateral in
the same form as so received (with any necessary indorsement).


 


(c)           Upon
written notice to the Pledgor by the Administrative Agent following
theoccurrence and during the continuance of an Event of Default,


 


(i)                                         all rights of the Pledgor to exercise or refrain from exercising the
voting and other consensual rights that it would otherwise be entitled to
exercise pursuant to Section 7(a)(i) shall cease, and all such rights
shall thereupon become vested in the Administrative Agent, which shall
thereupon have the sole right to exercise or refrain from exercising such
voting and other consensual rights during the continuance of such Event of
Default, provided that, unless otherwise directed by the Required
Lenders, the Administrative Agent shall have the right from time to time
following the occurrence and during the continuance of an Event of Default to
permit the Pledgor to exercise such rights. After all Events of Default have
been cured or waived and the Pledgor has delivered to the Administrative Agent
a certificate to that effect, the Pledgor will have the right to exercise the
voting and consensual rights that the Pledgor would otherwise be entitled to
exercise pursuant to the terms of Section 7(a)(i) (and the
obligations of the Administrative Agent under Section 7(a)(ii) shall
be reinstated);


 


(ii)                                      all rights of the Pledgor to receive the dividends and distributions that
the Pledgor would otherwise be authorized to receive and retain pursuant to Section 7(b) shall
cease, and all such rights shall thereupon become vested in the Administrative
Agent, which shall thereupon have the sole right to receive and hold as
Collateral (subject to Section 12) such dividends and distributions during
the continuance of such Event of Default. After all Events of Default have been
cured or waived and the Pledgor has delivered to the Administrative Agent a
certificate to that effect, the Administrative Agent shall repay to the Pledgor
(without interest) all dividends, and distributions that the Pledgor would
otherwise be permitted to receive, retain and use pursuant to the terms of Section 7(b);


 


(iii)                                   all dividends and distributions that are received by the Pledgor contrary
to the provisions of Section 7(b) shall be received in trust for the
benefit of the Administrative Agent, shall be segregated from other property or
funds of the Pledgor and shall forthwith be delivered to the Administrative
Agent as Collateral in the same form as so received (with any necessary
indorsements); and


 

















 


(iv)                                   in order to permit the Administrative Agent to receive all dividends and
distributions to which it may be entitled under Section 7(b) above,
to exercise the voting and other consensual rights that it may be entitled to
exercise pursuant to Section 7(c)(i) above, and to receive all
dividends, distributions and principal and interest payments that it may be
entitled to under Sections 7(c)(ii) and (c)(iii) above, the Pledgor
shall, if necessary, upon written notice from the Administrative Agent, from
time to time execute and deliver to the Administrative Agent, appropriate
proxies, dividend payment orders and other instruments as the Administrative
Agent may reasonably request.


 


8.             Transfers and Other Liens, Etc.
The Pledgor shall (a) not (i) except as permitted by the Credit
Agreement, sell or otherwise dispose of, or grant any option or warrant with
respect to, any of the Collateral or (ii) create or suffer to exist any
consensual Lien upon or with respect to any of the Collateral, except for the
Lien under this Pledge Agreement, provided that in the event the Pledgor
sells or otherwise disposes of assets permitted by the Credit Agreement and
such assets are or include any of the Collateral, the Administrative Agent
shall release such Collateral free and clear of the Lien under this Pledge
Agreement concurrently with the consummation of such sale; and


 


(b)           defend
its and the Administrative Agent’s title or interest in and to all the
Collateral (and in the Proceeds thereof) against any and all Liens (other than
the Lien of this Pledge Agreement), however arising, and any and all Persons
whomsoever.


 


9.             Administrative Agent Appointed Attorney-in-Fact. The Pledgor hereby appoints, which appointment is irrevocable and
coupled with an interest, the Administrative Agent as the Pledgor’s
attorney-in-fact, with full authority in the place and stead of the Pledgor and
in the name of the Pledgor or otherwise, to take any action and to execute any
instrument, in each case after the occurrence and during the continuance of an
Event of Default, that the Administrative Agent may deem reasonably necessary
or advisable to accomplish the purposes of this Pledge Agreement, including to
receive, indorse and collect all instruments made payable to such Pledgor
representing any dividend or distribution in respect of the Collateral or any
part thereof and to give full discharge for the same.


 


10.           The Administrative Agent’s Duties.
The powers conferred on the Administrative Agent hereunder are solely to
protect its interest in the Collateral and shall not impose any duty upon it to
exercise any such powers. Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall, except as required by applicable law, have no duty
as to any Collateral, as to ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relative to
any Pledged Shares, whether or not the Administrative Agent or any other
Secured Party has or is deemed to have knowledge of such matters, or as to the
taking of any necessary steps to preserve rights against any parties or any
other rights pertaining to any Collateral. The powers conferred on the
Administrative Agent hereunder The Administrative Agent shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral in
its possession if such Collateral is accorded treatment substantially equal to
that


 
















 


which the Administrative
Agent accords its own property and in accordance with the requirements of
applicable law.


 


11.           Remedies. If an Event of Default
shall occur and be continuing, the Administrative Agent may exercise in respect
of the Collateral, in addition to all other rights and remedies provided for
herein or otherwise available to it, all the rights and remedies of a secured
party upon default under the Ontario PPSA or any other applicable law and also
may without notice except as specified below, personally or by agent, at such
time or times as the Administrative Agent in its discretion may determine, do
any one or more of the following:


 


(a)           Rights under Ontario PPSA, etc.
Exercise all of the rights and remedies granted to secured parties under the
Ontario PPSA and any other applicable statute, or otherwise available to the
Administrative Agent at law or in equity.


 


(b)           Dispose of Collateral.
Realize on any or all of the Collateral and sell, lease, assign, give options
to purchase, or otherwise dispose of and deliver any or all of the Collateral
(or contract to do any of the above), in one or more parcels at any public or
private sale, at any exchange, broker’s board or office of the Administrative
Agent or elsewhere, on such terms and conditions as the Administrative may deem
advisable and at such prices as it may deem best, for cash or on credit or for
future delivery.


 


(c)           Court-Approved Disposition of Collateral.
Apply to a court of competent jurisdiction for the sale or foreclosure of any
or all of the Collateral.


 


(d)           Purchase by Administrative Agent.
At any public sale, and to the extent permitted by law on any private sale, bid
for and purchase any or all of the Collateral offered for sale and, upon
compliance with the terms of such sale, hold, retain and dispose of such
Collateral without any further accountability to the Pledgor or any other
Person with respect to such holding, retention or disposition, except as
required by law. In any such sale to the Administrative Agent, the Administrative
Agent may, for the purpose of making payment for all or any part of the
Collateral so purchased, use any claim for Obligations then due and payable to
it as a credit against the purchase price.


 


(e)           Transfer of Pledged Shares.
Transfer all or part of the Collateral into the name of the Administrative
Agent or its nominee, with or without disclosing that the Pledged Shares are
subject to the Liens arising under this Agreement.


 


(f)            Vote Pledged Shares. Vote any or all
of the Pledged Shares (whether or not transferred to the Administrative Agent
or its nominee) and give or withhold all consents, waivers and ratifications in
respect thereof and otherwise act with respect thereto as though it were the
outright owner thereof.


 


(g)           Exercise Other Rights.
Exercise any and all rights of conversion, exchange, subscription or any other
rights, privileges or options pertaining to any of the Pledged Shares as if it
were the absolute owner thereof, including the right to exchange at its
discretion any and all of the Pledged Shares upon the merger, consolidation,
reorganization, recapitalization or other readjustment of any issuer of any
Pledged Shares or upon the exercise by any such


 

















 


issuer or the
Administrative Agent of any right, privilege or option pertaining to any of the
Pledged Shares, and in connection therewith, to deposit and deliver any and all
of the Pledged Shares with any committee, depositary, transfer agent, registrar
or other designated agency upon such terms and conditions as it may determine,
all without liability except to account for property actually received by the
Administrative Agent and except as required by applicable law.


 


The Administrative Agent may exercise any or all of
the foregoing rights and remedies without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except as
required by applicable law) to or on the Pledgor or any other Person, and the
Pledgor by this Agreement waives each such demand, presentment, protest,
advertisement and notice to the extent permitted by applicable law. None of the
above rights or remedies will be exclusive of or dependent on or merge in any
other right or remedy, and one or more of such rights and remedies may be
exercised independently or in combination from time to time. Without prejudice
to the ability of the Administrative Agent to dispose of the Collateral at such
price or prices and upon such other terms as are commercially reasonable
irrespective of the impact of any such sales on the market price of the
Collateral, the Pledgor acknowledges that, to the extent notice of sale shall
be required by law, at least ten days’ notice to the Pledgor of the time and
place of any public sale or the time after which any private sale is to be made
shall constitute reasonable notification. The Pledgor further acknowledges that
a disposition of Collateral by the Administrative Agent which takes place
substantially in accordance with the following provisions will be deemed to be
commercially reasonable:


 


(i)            Collateral
may be disposed of in whole or in part;


 


(ii)           Collateral
may be disposed of by public auction, public tender or private contract, with
or without advertising and without any other formality except as required by
applicable law;


 


(iii)          any
purchaser or lessee of Collateral may be a customer of the Administrative
Agent;


 


(iv)          a
disposition of Collateral may be on such terms and conditions as to credit or
otherwise as the Administrative Agent, in is sole discretion, may deem
advantageous; and


 


(v)           the
Administrative Agent may establish an upset or reserve bid or price in respect
of Collateral.


 


12. Application
of Proceeds. The Administrative Agent
shall apply the proceeds of any collection or sale of the Collateral at any
time after receipt as follows:


 


(i)                                     first, to the payment of all reasonable and documented costs and expenses
incurred by the Administrative Agent in connection with such collection or sale
or otherwise in connection with this Pledge Agreement, the other Credit
Documents or any of the Obligations,


 

















 


including
all court costs and the reasonable fees and expenses of its agents and legal
counsel, the repayment of all advances made by the Administrative Agent
hereunder or under any other Credit Document on behalf of the Pledgor and any
other reasonable and documented costs or expenses incurred in connection with
the exercise of any right or remedy hereunder or under any other Credit
Document;


 


(ii)                                  second, to the Secured Parties, an amount equal to all Obligations owing
to them on the date of any such distribution, and, if such moneys shall be
insufficient to pay such amounts in full, then ratably (without priority of any
one over any other) to such Secured Parties in proportion to the unpaid amounts
thereof; and


 


(iii)                               third, any surplus then remaining shall be paid to the Pledgor or their
successors or assigns or to whomsoever may be lawfully entitled to receive the
same or as a court of competent jurisdiction may direct.


 


Upon any sale of the Collateral by the
Administrative Agent (including pursuant to a power of sale granted by statute
or under a judicial proceeding), the receipt of the Administrative Agent or of
the officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Administrative Agent or such officer or be answerable in any way
for the misapplication thereof.


 


(b)           The Administrative Agent may exercise any and all rights and remedies of
the Pledgor in respect of the Collateral.


 


(c)           All payments received by the Pledgor after the occurrence and during the

continuance of an Event of Default in respect of the Collateral shall be
received in trust for the benefit of the Administrative Agent, shall be
segregated from other property or funds of the Pledgor and shall be forthwith
delivered to the Administrative Agent as Collateral in the same form as so
received (with any necessary indorsement).


 


13.             Amendments, etc. with
Respect to the Obligations; Waiver of Rights. The Pledgor shall remain
obligated hereunder notwithstanding that, without any reservation of rights
against the Pledgor and without notice to or further assent by the Pledgor, (a) any
demand for payment of any of the Obligations made by the Administrative Agent
or any other Secured Party may be rescinded by such party and any of the
Obligations continued, (b) the Obligations, or the liability of any other
party upon or for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
other Secured Party, (c) the Credit Agreement, the other Credit Documents,
the Letters of Credit and any other documents executed and delivered in
connection therewith and the Hedge Agreements and any other documents executed
and delivered in connection therewith and any documents entered into with the
Administrative Agent or any of its Affiliates in connection with treasury,
depositary or cash management services or in connection


 

















 


with any automated
clearinghouse transfer of funds may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders, as the case may be, or, in the case of any Hedge Agreement or
documents entered into with the Administrative Agent or any of its Affiliates
in connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds, the party
thereto) may deem advisable from time to time, and (d) any collateral
security, guarantee or right of offset at any time held by the Administrative
Agent or any other Secured Party for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Administrative
Agent nor any other Secured Party shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the
Obligations or for this Pledge Agreement or any property subject thereto.


 


14.             Continuing Security Interest; Assignments Under the Credit Agreement;
Release. (a) This Pledge Agreement shall remain
in full force and effect and be binding in accordance with and to the extent of
its terms upon the Pledgor and its successors and assigns, and shall inure to
the benefit of the Administrative Agent and the other Secured Parties and their
respective successors, indorsees, transferees and assigns until all Obligations
under the Credit Documents shall have been satisfied by payment in full, the
Commitments shall be terminated and no Letters of Credit shall be outstanding,
notwithstanding that from time to time during the term of the Credit Agreement
and any Hedge Agreement the Credit Parties may be free from any Obligations.
This Pledge Agreement and the security interest granted hereby shall terminate
on the first date on which all of the Obligations under the Credit Documents
shall have been satisfied by payment in full, the Commitments terminated and no
Letters of Credit shall be outstanding.


 


(b)           Upon any sale or other transfer by the Pledgor of any Collateral that is
permitted under the Credit Agreement, or upon the effectiveness of any written
consent to the release of the security interest granted hereby in any
Collateral pursuant to Section 14.1 of the Credit Agreement, the
obligations of the Pledgor with respect to such Collateral and the security
interest granted hereby in such Collateral shall be automatically released and
such Collateral sold free and clear of the Lien and security interests created
hereby.


 


(c)           In connection with any termination or release pursuant to paragraph (a) or
(b), the Administrative Agent shall execute and deliver to the Pledgor, at the
Pledgor’s expense, all documents that the Pledgor shall reasonably request to
evidence such termination or release.


 


Any execution and delivery of documents pursuant to
this Section 14 shall be without recourse to or warranty by the
Administrative Agent.


 


15.           Reinstatement. This Pledge Agreement
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Obligations is rescinded or
must otherwise be restored or returned by the Administrative Agent or any other
Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Pledgor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the
Pledgor or any substantial part of its property, or otherwise, all as though
such payments had not been made.


 

















 


16.           Notices. All notices, requests
and demands pursuant hereto shall be made in accordance with Section 14.2
of the Credit Agreement.


 


17.           Counterparts. This Pledge Agreement
may be executed by one or more of the parties to this Pledge Agreement on any
number of separate counterparts (including by facsimile or other electronic
transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Pledge
Agreement signed by all the parties shall be lodged with the Administrative
Agent and the Pledgor.


 


18.           Severability. Any provision of this
Pledge Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. The parties
hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


19.           Integration. This Pledge Agreement
represents the agreement of the Pledgor with respect to the subject matter
hereof and there are no promises, undertakings, representations or warranties
by the Administrative Agent or any other Secured Party relative to the subject
matter hereof not expressly set forth or referred to herein or in the other
Credit Documents.


 


20.           Amendments in Writing; No Waiver; Cumulative Remedies.


 


(a)           None of the terms or provisions of this Pledge Agreement may be waived,
amended, supplemented or otherwise modified except by a written instrument
executed by the Pledgor and the Administrative Agent in accordance with Section 14.1
of the Credit Agreement.


 


(b)           Neither the Administrative Agent nor any Secured Party shall by any act
(except by a written instrument pursuant to Section 20(a) hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default or Event of Default or in
any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of the Administrative Agent or any
other Secured Party, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Administrative Agent or
any other Secured Party of any right or remedy hereunder on any one occasion
shall not be construed as a bar to any right or remedy that the Administrative
Agent or such other Secured Party would otherwise have on any future occasion.


 


(c)           The
rights, remedies, powers and privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.


 

















 


21.           Section Headings.
The Section headings used in this Pledge Agreement are for convenience of
reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.


 


22.           Successors and Assigns.
This Pledge Agreement shall be binding upon the successors and assigns of the
Pledgor and shall inure to the benefit of the Administrative Agent and the
other Secured Parties and their respective successors and assigns, except that
the Pledgor may not assign, transfer or delegate any of its rights or
obligations under this Pledge Agreement without the prior written consent of
the Administrative Agent.


 


23.           WAIVER OF JURY TRIAL. THE
PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT, ANY OTHER CREDIT
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


24.           Submission to Jurisdiction; Waivers.
The Pledgor hereby irrevocably and unconditionally:


 


(a)           submits itself in any legal action or proceeding relating to this Pledge
Agreement or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the courts of the
Province of Ontario, the courts of the State of New York, the courts of the
United States of America for the Southern District of New York and appellate
courts from any thereof;


 


(b)           consents that any such action or proceeding may be brought in such courts
and waives any objection that it may now or hereafter have to the venue of any
such action or proceeding in any such court or that such action or proceeding
was brought in an inconvenient court and agrees not to plead or claim the same;


 


(c)           agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to the Pledgor at its
address referred to in Section 16 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;


 


(d)           agrees that nothing herein shall affect the right of the Administrative
Agent or any other Secured Party to effect service of process in any other
manner permitted by law or shall limit the right of the Administrative Agent or
any other Secured Party to sue in any other jurisdiction; and


 


(e)           waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 24
any special, exemplary, punitive or consequential damages.


 


25.       GOVERNING LAW. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE PROVINCE OF ONTARIO.


 

















 


SCHEDULE 1


 


TO THE PLEDGE AGREEMENT


 


Pledged Shares


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  of Issued

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  and

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Class of

  	
   

  	
  Stock Certificate

  	
   

  	
  Number

  	
   

  	
  Outstanding

  	
   

  
	
  Pledgor

  	
   

  	
  Issuer

  	
   

  	
  Stock

  	
   

  	
  No(s)

  	
   

  	
  of Shares

  	
   

  	
  Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


EXHIBIT A-3


 


[FORM OF]


 


CANADIAN SECURITY AGREEMENT


 


THIS CANADIAN SECURITY
AGREEMENT dated as of July 30, 2004, is made among each of the
Subsidiaries of the US Borrower (as defined below) listed on Annex A hereto
(each such undersigned Subsidiary being a “Grantor” and collectively the
“Grantors”) and CREDIT SUISSE FIRST BOSTON, acting through its Cayman
Islands Branch, as administrative agent (in such capacity, the “Administrative
Agent”) for the lenders (“Lenders”) from time to time party
to the Credit Agreement dated as of July 30, 2004 (as the same may be
amended, supplemented or otherwise modified or restated 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” and,
together with the US Borrower, the “Borrowers”), Rockwood Specialties
International, Inc., a Delaware corporation (“Holdings”),
and UBS Securities LLC and Goldman Sachs Credit Partners L.P., as
co-syndication agents (in such capacity, the “Co-Syndication Agents”).


 


W
I T N E S S E T H:


 


WHEREAS, (a) pursuant to the Credit Agreement,
the Lenders have severally agreed to make Loans to the UK Borrower and the
Letter of Credit Issuer has agreed to issue Letters of Credit for the account
of the UK Borrower (collectively, the “Extensions of Credit”) upon the
terms and subject to the conditions set forth therein and (b) one or more
Lenders or Affiliates of Lenders may from time to time enter into Hedge
Agreements with the UK Borrower or any of the Restricted Subsidiaries of the UK
Borrower;


 


WHEREAS, pursuant to the Canadian Guarantee (the “Guarantee”)
dated as of the date hereof, each Grantor party thereto has unconditionally and
irrevocably guaranteed to the Administrative Agent, for the ratable benefit of
the Secured Parties, the prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Obligations
(as defined below);


 


WHEREAS, each Grantor is a Subsidiary of the US
Borrower and is incorporated under the laws of Canada or a province or
territory thereof;


 


WHEREAS, the proceeds of the Extensions of Credit
will be used in part to enable the UK Borrower to make valuable transfers to
the Grantors in connection with the operation of their respective businesses;


 

















 


WHEREAS, each Grantor acknowledges that it will
derive substantial direct and indirect benefit from the making of the
Extensions of Credit; and


 


WHEREAS, it is a condition precedent to the
obligation of the Lenders and the Letter of Credit Issuer to make their
respective Extensions of Credit to the UK Borrower under the Credit Agreement
that the Grantors shall have executed and delivered this Security Agreement to
the Administrative Agent for the ratable benefit of the Secured Parties;


 


NOW, THEREFORE, in consideration of the premises and
to induce the Administrative Agent, the Co-Syndication Agents, the Lenders and
the Letter of Credit Issuer to enter into the Credit Agreement and to induce
the Lenders and the Letter of Credit Issuer to make their respective Extensions
of Credit to the UK Borrower under the Credit Agreement and to induce one or
more Lenders or Affiliates of Lenders to enter into Hedge Agreements with the
UK Borrower and/or the Restricted Subsidiaries of the UK Borrower, the Grantors
hereby agree with the Administrative Agent, for the ratable benefit of the
Secured Parties, as follows:


 


1.             Defined
Terms.


 


(a)   Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement and all terms
defined in the Personal Property Security
Act from time to time in effect in the Province of Ontario (the “Ontario
PPSA”) and not defined herein shall have the meanings specified therein.


 


(b)   The
following terms shall have the following meanings:


 


“Administrative Agent” shall have the meaning
assigned to such term in the preamble hereto.


 


“Closing Time” shall mean 24:00 (German time)
on the Closing Date.


 


“Collateral” shall have the meaning assigned
to such term in Section 2.


 


“Collateral Account” shall mean any
collateral account established by the Administrative Agent as provided in Section 5.1.


 


“Copyright License” means any written
agreement, now or hereafter in effect, granting any right to any third party
under any copyright now or hereafter owned by any Grantor (including all
Copyrights) or that any Grantor otherwise has the right to license, or granting
any right to any Grantor under any copyright now or hereafter owned by any
third party, and all rights of any Grantor under any such agreement, including
those listed on Schedule 1.


 


“copyrights” means, with respect to any
Person, all of the following now owned or hereafter acquired by such Person: (i) all
copyright rights in any work subject to the copyright laws of Canada or any
other country, whether as author, assignee, transferee or otherwise, and (ii) all
registrations and applications for registration of any such copyright in Canada
or any other country, including registrations, recordings,


 


2

















 


supplemental registrations and pending applications
for registration in the Canadian Intellectual Property Office.


 


“Copyrights” means all copyrights now owned
or hereafter acquired by any Grantor, including those listed on Schedule 2.


 


“Equipment” shall mean any “equipment,” as
such term is defined in the Ontario PPSA, now or hereafter owned by any Grantor
and, in any event, shall include all machinery, equipment, furnishings, movable
trade fixtures and vehicles now or hereafter owned by any Grantor and any and
all additions, substitutions and replacements of any of the foregoing, wherever
located, together with all attachments, components, parts, equipment and
accessories installed thereon or affixed thereto; but excluding Equipment to
the extent it is subject to a Permitted Lien and the terms of the Indebtedness
securing such Permitted Lien prohibit assignment of, or granting of a security
interest in, such Grantor’s rights and interests therein, provided, that
immediately upon the repayment of all Indebtedness secured by such Permitted
Lien, such Grantor shall be deemed to have granted a Security Interest in all
the rights and interests with respect to such Equipment.


 


“Guarantors” shall mean each Grantor other
than the US Borrower.


 


“Grantor” shall have the meaning assigned to
such term in the preamble hereto.


 


“Intangibles” shall mean all “intangibles” as
such term is defined in the Ontario PPSA and, in any event, including with
respect to any Grantor, all contracts, agreements, instruments and indentures
in any form, and portions thereof, to which such Grantor is a party or under
which such Grantor has any right, title or interest or to which such Grantor or
any property of such Grantor is subject, as the same may from time to time be
amended, supplemented or otherwise modified, including (a) all rights of
such Grantor to receive moneys due and to become due to it thereunder or in
connection therewith, (b) all rights of such Grantor to receive proceeds
of any insurance, indemnity, warranty or guarantee with respect thereto, (c) all
claims of such Grantor for damages arising out of any breach thereof or default
thereunder and (d) all rights of such Grantor to terminate, amend,
supplement, modify or exercise rights or options thereunder, to perform
thereunder and to compel performance and otherwise exercise all remedies
thereunder, in each case to the extent the grant by such Grantor of a Security
Interest pursuant to this Security Agreement in its right, title and interest
in any such contract, agreement, instrument or indenture is not prohibited by
such contract, agreement, instrument or indenture without the consent of any
other party thereto, would not give any other party to any such contract,
agreement, instrument or indenture the right to terminate its obligations
thereunder or is permitted with consent if all necessary consents to such grant
of a Security Interest have been obtained from the other parties thereto (it
being understood that the foregoing shall not be deemed to obligate such
Grantor to obtain such consents), provided, that the foregoing
limitation shall not, in any event, affect, limit, restrict or impair the grant
by such Grantor of a Security Interest pursuant to this Security Agreement in
any Account or any money or other amounts due or to become due under any such
contract, agreement, instrument or indenture.


 


3

















 


“Intellectual Property” shall mean all
rights, priorities and privileges of any Grantor relating to intellectual
property, whether arising under Canadian, multinational or foreign laws or
otherwise now owned or hereafter acquired, including (a) all information
used or useful arising from the business of such Grantor including all
goodwill, trade secrets, trade secret rights, know-how, customer lists,
processes of production, ideas, confidential business information, techniques,
processes, formulas and all other proprietary information, and (b) the
Copyrights, the Patents, the Trademarks and the Licenses and all rights to sue
at law or in equity for any infringement or other impairment thereof, including
the right to receive all proceeds and damages therefrom, in each case to the
extent the grant by such Grantor of a Security Interest pursuant to this
Security Agreement in any such rights, priorities and privileges relating to
intellectual property is not prohibited by any contract, agreement or other
instrument governing such rights, priorities and privileges without the consent
of any other party thereto, would not give any other party to any such
contract, agreement or other instrument the right to terminate its obligations
thereunder or is permitted with consent if all necessary consents to such grant
of a Security Interest have been obtained from the relevant parties (it being
understood that the foregoing shall not be deemed to obligate such Grantor to
obtain such consents).


 


“Investment Property” shall mean all
Securities (whether certificated or uncertificated), security entitlements,
securities accounts, commodity contracts and commodity accounts of any Grantor,
whether now or hereafter acquired by any Grantor, in each case to the extent
the grant by a Grantor of a Security Interest therein pursuant to this Security
Agreement in its right, title and interest in any such Investment Property is
not prohibited by any contract, agreement, instrument or indenture governing
such Investment Property without the consent of any other party thereto, would
not give any other party to any such contract, agreement, instrument or
indenture the right to terminate its obligations thereunder or is permitted with consent if all necessary
consents to such grant of a Security Interest have been obtained from the other
parties thereto (it being understood that the foregoing shall not be deemed to
obligate such Grantor to obtain such consents).


 


“License” shall mean any Patent License,
Trademark License, CopyrightLicense or other license or sublicense of personal
property to which any Grantor is a party.


 


“Ontario PPSA” has the meaning assigned to
such term in Section 1(a).


 


“Obligations” means the collective reference
to (i) the due and punctual payment of each Grantor’s obligations
(including, without limitation, those obligations arising under the Guarantee)
in respect of (x) the principal of and premium, if any, and interest at
the applicable rate provided in the Credit Agreement (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Loans extended to the UK Borrower, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (y) each payment required to be made by the UK Borrower under
the Credit Agreement in respect of any Letter of Credit, when and as due,
including payments in respect of reimbursement of disbursements, interest
thereon and obligations to provide cash collateral, and (z) all other
monetary obligations, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,


 


4

















 


receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding), of the UK Borrower or any
other Credit Party that is a Foreign Subsidiary to any of the Secured Parties
under the Credit Agreement and the other Credit Documents, (ii) the due
and punctual performance of the Grantor’s obligations (including, without
limitation, those obligations arising under the Guarantee) in respect of all
covenants, agreements, obligations and liabilities of the UK Borrower under or
pursuant to the Credit Agreement and the other Credit Documents, (iii) the
due and punctual payment and performance of all the covenants, agreements,
obligations and liabilities of each Credit Party that is a Foreign Subsidiary
under or pursuant to this Security Agreement or the other Credit Documents, (iv) the
due and punctual payment and performance of the Grantor’s obligations
(including, without limitation, those obligations arising under the Guarantee)
in respect of all obligations of the UK Borrower and each Borrower or
Restricted Subsidiary that is a Foreign Subsidiary under each Hedge Agreement
that (x) is in effect on the Closing Date with a counterparty that is a Lender
or an Affiliate of a Lender as of the Closing Date or (y) is entered into
after the Closing Date with any counterparty that is a Lender or an Affiliate
of a Lender at the time such Hedge Agreement is entered into and (v) the
due and punctual payment and performance of the Grantor’s obligations
(including, without limitation, those obligations arising under the Guarantee)
in respect of all obligations in respect of overdrafts and related liabilities
owed to the Administrative Agent or its Affiliates by the UK Borrower or any
other Credit Party that is a Foreign Subsidiary arising from or in connection
with treasury, depositary or cash management services or in connection with any
automated clearinghouse transfer of funds.


 


“Patent License” means any written agreement,
now or hereafter in effect, granting to any third party any right to make, use
or sell any invention on which a patent, now or hereafter owned by any Grantor
(including all Patents) or that any Grantor otherwise has the right to license,
is in existence, or granting to any Grantor any right to make, use or sell any
invention on which a patent, now or hereafter owned by any third party, is in
existence, and all rights of any Grantor under any such agreement, including
those listed on Schedule 3.


 


“patents” means, with respect to any Person,
all of the following now owned or hereafter acquired by such Person: (a) all
letters patent of Canada or the equivalent thereof in any other country, all
registrations and recordings thereof, and all applications for letters patent
of Canada or the equivalent thereof in any other country, including
registrations, recordings and pending applications in the Canadian Intellectual
Property Office or any similar offices in any other country, and (b) all
reissues, continuations, divisions, continuations-in-part, renewals or
extensions thereof, and the inventions disclosed or claimed therein, including
the right to make, use and/or sell the inventions disclosed or claimed therein.


 


“Patents” means all patents now owned or
hereafter acquired by any Grantor, including those listed on Schedule 4.


 


“Proceeds” shall mean all “proceeds” as such
term is defined in the Ontario PPSA and, in any event, shall include with
respect to any Grantor, any consideration received from the sale, exchange,
license, lease or other disposition of any asset or property that constitutes
Collateral, any value received as a consequence of the possession of any
Collateral and any payment received from any insurer or other person or entity
as a result of the destruction, loss, theft, damage or other involuntary
conversion of whatever nature of any asset or property that


 


5

















 


constitutes Collateral, and shall include (a) all
cash and negotiable instruments received by or held on behalf of the
Administrative Agent, (b) any claim of any Grantor against any third party
for (and the right to sue and recover for and the rights to damages or profits
due or accrued arising out of or in connection with) (i) past, present or
future infringement of any Patent or licensed under a Patent License, (ii) past,
present or future infringement or dilution of any Trademark or licensed under a
Trademark License or injury to the goodwill associated with or symbolized by
any Trademark, (iii) past, present or future breach of any License and (iv) past,
present or future infringement of any Copyright now or hereafter owned by any
Grantor or licensed under a Copyright License and (c) any and all other
amounts from time to time paid or payable under or in connection with any of
the Collateral.


 


“Receiver” means a receiver, a manager, a
receiver and manager or an interim receiver.


 


“Secured Parties” shall mean (i) the
Lenders, (ii) the Letter of Credit Issuer, (iii) the Swingline Lender,
(iv) the Administrative Agent, (v) the Co-Syndication Agents, (vi) each
counterparty to a Hedge Agreement the obligations under which constitute
Obligations, (vii) the beneficiaries of each indemnification obligation
undertaken by any Credit Party under any Credit Document and (viii) any
successors, indorsees, transferees and assigns of each of the foregoing.


 


“Security Agreement” shall mean this Security
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time.


 


“Security Interest” shall have the meaning
assigned to such term in Section 2.


 


“Trademark License” means any written
agreement, now or hereafter in effect, granting to any third party any right to
use any trademark now or hereafter owned by any Grantor (including any
Trademark) or that any Grantor otherwise has the right to license, or granting
to any Grantor any right to use any trademark now or hereafter owned by any
third party, and all rights of any Grantor under any such agreement, including
those listed on Schedule 5.


 


“trademarks” means, with respect to any
Person, all of the following now owned or hereafter acquired by such Person: (i) all
trademarks, service marks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, trade dress, logos,
other source or business identifiers, designs and general intangibles of like
nature, now existing or hereafter adopted or acquired, all registrations and
recordings thereof (if any), and all registration and recording applications
filed in connection therewith, including registrations and registration
applications in the Canadian Intellectual Property Office or any similar
offices in any other country or any political subdivision thereof, and all
extensions or renewals thereof, (ii) all goodwill associated therewith or
symbolized thereby and (iii) all other assets, rights and interests that
uniquely reflect or embody such goodwill.


 


“Trademarks” means all trademarks now owned
or hereafter acquired by any Grantor, including those listed on Schedule 6
hereto.


 


6

















 


(c)   The
words “hereof’, “herein”, “hereto” and “hereunder” and words of similar import
when used in this Security Agreement shall refer to this Security Agreement as
a whole and not to any particular provision of this Security Agreement, and
Section, subsection and Schedule references are to this Security Agreement
unless otherwise specified. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.


 


(d)   The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


 


(e)   Where
the context requires, terms relating to the Collateral or any part thereof,
when used in relation to a Grantor, shall refer to such Grantor’s Collateral or
the relevant part thereof.


 


2. Grant of Security Interest.


 


(a) As collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations, each Grantor hereby bargains,
sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and
transfers to the Administrative Agent, and hereby grants to the Administrative
Agent, for the ratable benefit of the Secured Parties, a security interest
(which security interest shall attach immediately upon the Closing Time) (the “Security
Interest”) in all of its personal property, now owned or hereafter acquired
by such Grantor or in which such Grantor now has or at any time in future may
acquire any right, title or interest, including (without limitation) the
following (collectively, the “Collateral”):


 


(i)            all Accounts;


 


(ii)           all Equipment;


 


(iii)          all Intangibles;


 


(iv)          all Intellectual Property;


 


(v)           all Inventory;


 


(vi)          all
cash and cash accounts;


 


(vii)         all
Investment Property;


 


(viii)        all
books and records pertaining to the Collateral; and


 


(ix)                           to the extent not otherwise included, all Proceeds and products of any
and all of the foregoing.


 


(b) Each Grantor hereby irrevocably authorizes
the Administrative Agent at any time and from time to time to file in any
relevant jurisdiction any financing statements with respect to the Collateral
or any part thereof and amendments thereto that contain the information


 


7

















 


required by the personal property security
legislation of Canada. Each Grantor agrees to provide such information to the
Administrative Agent promptly upon request.


 


Each Grantor also ratifies its authorization for the
Administrative Agent to file in any relevant jurisdiction any initial financing
statements or amendments thereto if filed prior to the date hereof.


 


The Administrative Agent is further authorized to
file with the Canadian Intellectual Property Office (or any successor office or
any similar office in any other country) such documents as may be necessary or
advisable for the purpose of perfecting, confirming, continuing, enforcing or
protecting the Security Interest granted by each Grantor in Intellectual
Property, without the signature of any Grantor, and naming any Grantor or the
Grantors as debtors and the Administrative Agent as secured party.


 


The Security Interests are granted as security only
and shall not subject the Administrative Agent or any other Secured Party to,
or in any way alter or modify, any obligation or liability of any Grantor with
respect to or arising out of the Collateral.


 


3.             Representations
and Warranties.


 


Each Grantor hereby represents and warrants to the
Administrative Agent and each Secured Party that:


 


3.1           Title;
No Other Liens. Except for the Security
Interest granted to the Administrative Agent for the ratable benefit of the
Secured Parties pursuant to this Security Agreement, the Liens permitted by the
Credit Agreement and any Liens securing Indebtedness which is no longer
outstanding or any Liens with respect to commitments to lend which have been
terminated, such Grantor owns each item of the Collateral free and clear of any
and all Liens or claims of others. No security agreement, financing statement
or other public notice with respect to all or any part of the Collateral that
evidences a Lien securing any material Indebtedness is on file or of record in
any public office, except such as have been filed in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, pursuant
to this Security Agreement or are permitted by the Credit Agreement.


 


3.2           Perfected
First Priority Liens.


 


(a)   Subject
to the limitations set forth in clause (b) of this Section 3.2, the
Security Interests granted pursuant to this Security Agreement (i) will
constitute valid perfected Security Interests in the Collateral in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, as collateral
security for the Obligations, upon (A) completion of all filings,
registrations and recordings of financing statements and other similar
instruments under the Ontario PPSA or any other relevant personal property
security legislation in Canada and (B) completion of the filing,
registration and recording of a fully executed agreement in the form hereof (or
a supplement hereto) and containing a description of all Collateral
constituting Intellectual Property in the Canadian Intellectual Property Office
and (ii) are prior to all other


 


8

















 


Liens
on the Collateral other than Liens permitted pursuant to Section 10.2 of
the Credit Agreement.


 


(b)   Notwithstanding
anything to the contrary herein, no Grantor shall be required to perfect the
Security Interests granted by this Security Agreement (including Security
Interests in cash, cash accounts and Investment Property) by any means other
than by (i) filings pursuant to the personal property security legislation
of the relevant jurisdictions, (ii) filings approved by Canadian
government offices with respect to Intellectual Property or (iii) when
applicable, possession by or on behalf of the Administrative Agent in Canada.
No Grantor shall be required to complete any filings or other action with
respect to the perfection of Security Interests in any jurisdiction outside
Canada.


 


(c)           It
is understood and agreed that the Security Interests in cash, cash accounts and
Permitted Investments created hereunder shall not prevent the Grantors from
using such assets in the ordinary course of their respective businesses. It is
also understood and agreed that the Grantors may sell, transfer or otherwise
dispose of used or surplus Equipment, vehicles, Inventory and other assets
in the ordinary course of business to the extent permitted by the Credit
Agreement.


 


3.3 Schedules. The Schedules attached to this
Security Agreement include accurate and complete lists of the information
required by this Security Agreement to be included therein.


 


4. Covenants.


 


Each Grantor hereby covenants and agrees with the
Administrative Agent and the Secured Parties that, from and after the date of
this Security Agreement until the Obligations under the Credit Documents are
paid in full, the Commitments are terminated and no Letter of Credit remains
outstanding:


 


4.1 Maintenance of Perfected Security Interest
Further Documentation.


 


(a) Such Grantor shall maintain the Security
Interest created by this Security Agreement as a perfected Security Interest
having at least the priority described in Section 3.2 and shall defend
such Security Interest against the claims and demands of all Persons whomsoever
(except for Liens permitted by the Credit Agreement, which Liens such Grantor
shall pay and perform in accordance with their terms), in each case subject to Section 3.2(b).


 


(b)   Such
Grantor will furnish to the Administrative Agent and the Lenders from time to
time statements and schedules further identifying and describing the assets and
property of such Grantor and such other reports in connection therewith as the
Administrative Agent may reasonably request. In addition, within 30 days after
the end of each calendar quarter, such Grantor will deliver to the
Administrative Agent a written supplement hereto substantially in the form of
Annex 2 hereto with respect to any additional Copyrights, Copyright Licenses,
Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such
Grantor after the date hereof, all in reasonable detail.


 


9

















 


(c)   Subject
to clause (d) below and Section 3.2(b), each Grantor agrees that at
any time and from time to time, at the expense of such Grantor, it will execute
any and all further documents, financing statements, agreements and
instruments, and take all such further actions (including the filing and
recording of financing statements, fixture filings, mortgages, deeds of trust
and other documents), which may be required under any applicable law, or which
the Administrative Agent or the Required Lenders may reasonably request, in order (x) to grant, preserve, protect and perfect the
validity and priority of the Security Interests created or intended to be
created hereby or (y) to enable the Administrative Agent to exercise and enforce
its rights and remedies hereunder with respect to any Collateral, including the
filing of any financing or continuation statements under the personal property
security legislation of Canada in effect in any jurisdiction with respect to
the Security Interests created hereby, all at the expense of such Grantor.


 


(d)   Notwithstanding
anything in this Section 4.1 to the contrary, (i) with respect to any
assets acquired by such Grantor after the date hereof that are required by the
Credit Agreement to be subject to the Lien created hereby or (ii) with
respect to any Person that, subsequent to the date hereof, becomes a Subsidiary
of the US Borrower that is required by the Credit Agreement to become a party
hereto, the relevant Grantor after the acquisition or creation thereof shall
promptly take all actions required by the Credit Agreement or this Section 4.1.


 


4.2 Changes in Locations, Name, etc.
Each Grantor will furnish to the Administrative Agent prompt written notice of
any change (i) in its legal name, (ii) in its jurisdiction of
incorporation or organization, (iii) in the location of its chief
executive office, its principal place of business, any office in which it
maintains books or records relating to Collateral owned by it (including the
establishment of any such new office), or (iv) in its identity or type of
organization or corporate structure. Each Grantor agrees promptly to provide
the Administrative Agent with certified organizational documents reflecting any
of the changes described in the first sentence of this paragraph. Each Grantor
agrees not to effect or permit any change referred to in the preceding sentence
unless all filings have been made under applicable personal property security
legislation or otherwise that are required in order for the Administrative
Agent to continue at all times following such change to have a valid, legal and
perfected security interest in all the Collateral having at least the priority
described in Section 3.2. Each Grantor also agrees promptly to notify the
Administrative Agent if any material portion of the Collateral is damaged or
destroyed.


 


4.3 Notices. Each Grantor will advise the
Administrative Agent and the Lenders promptly, in reasonable detail, of any
Lien of which it has knowledge (other than the Security Interests created
hereby or Liens permitted under the Credit Agreement ) on any of the Collateral
which would adversely affect, in any material respect, the ability of the
Administrative Agent to exercise any of its remedies hereunder.


 


4.4 Special Covenants with Respect to Equipment.


 


(a)        Each
Grantor shall, promptly after the acquisition by such Grantor of any item of
Equipment, if requested by the Administrative Agent, provide copies of
documentation evidencing such acquisition and a description of such Equipment.


 


10
















 


(b)        Upon
the occurrence and during the continuation of any Event of Default, all
insurance payments in respect of such Equipment shall be paid to and applied by
Administrative Agent as specified in Section 5.4 hereof.


 


5. Remedial Provisions.


 


5.1 Certain Matters Relating to Accounts.


 


(a)          At
any time after the occurrence and during the continuance of an Event of
Default, the Administrative Agent shall have the right to make test
verifications of the Accounts of each Grantor in any manner and through any medium
that it reasonably considers advisable, and each Grantor shall furnish all such
assistance and information as the Administrative Agent may require in
connection with such test verifications. The Administrative Agent shall have
the absolute right to share any information it gains from such inspection or
verification with any Secured Party.


 


(b)         The
Administrative Agent hereby confirms each Grantor’s right to collect such
Grantor’s Accounts, but the Administrative Agent may curtail or terminate said
authority at any time after the occurrence and during the continuance of an
Event of Default. If required in writing by the Administrative Agent at any
time after the occurrence and during the continuance of an Event of Default,
any payments of Accounts, when collected by any Grantor, (i) shall be
forthwith (and, in any event, within two Business Days) deposited by such
Grantor in the exact form received, duly endorsed by such Grantor to the
Administrative Agent if requested, in a Collateral Account maintained under the
sole dominion and control of and on terms and conditions reasonably
satisfactory to the Administrative Agent, subject to withdrawal by the
Administrative Agent for the account of the Secured Parties only as provided in
Section 5.5, and (ii) until so turned over, shall be held by such
Grantor in trust for the Administrative Agent and the Secured Parties,
segregated from other funds of such Grantor. Each such deposit of Proceeds of
Accounts shall be accompanied by a report of the applicable Grantor identifying
in reasonable detail the nature and source of the payments included in the
deposit.


 


(c)   At
the Administrative Agent’s request at any time after the occurrence and during
the continuance of an Event of Default, each Grantor shall deliver to the
Administrative Agent all original and other documents evidencing, and relating
to, the agreements and transactions which gave rise to such Grantor’s Accounts,
including all original orders, invoices and shipping receipts.


 


(d)   Upon
the occurrence and during the continuance of an Event of Default, a Grantor
shall not grant any extension of the time of payment of any of its Accounts,
compromise, compound or settle the same for less than the full amount thereof,
release, wholly or partly, any person liable for the payment thereof, or allow
any credit or discount whatsoever thereon if the Administrative Agent shall
have instructed the Grantors not to grant or make any such extension, credit,
discount, compromise, or settlement under any circumstances during the
continuance of such Event of Default.


 


11

















 


5.2 Communications with Obligors; Grantors Remain Liable.


 


(a)   The
Administrative Agent in its own name or in the name of others may at any time
after the occurrence and during the continuance of an Event of Default, after
giving reasonable notice to the relevant Grantor of its intent to do so,
communicate with obligors under such Grantor’s Accounts to verify with them to
the Administrative Agent’s satisfaction the existence, amount and terms of any
of such Grantor’s Accounts. The Administrative Agent shall have the absolute
right to share any information it gains from such inspection or verification
with any Secured Party.


 


(b)   Upon
the written request of the Administrative Agent at any time after the
occurrence and during the continuance of an Event of Default, each Grantor
shall notify obligors on its Accounts that such Accounts have been assigned to
the Administrative Agent for the ratable benefit of the Secured Parties and
that payments in respect thereof shall be made directly to the Administrative
Agent.


 


(c)   Anything
herein to the contrary notwithstanding, each Grantor shall, to the maximum
extent provided by law, remain liable under each of its Accounts to observe and
perform all the conditions and obligations to be observed and performed by it
thereunder, all in accordance with the terms of any agreement giving rise
thereto. Neither the Administrative Agent nor any Secured Party shall have any
obligation or liability under any Account (or any agreement giving rise
thereto) by reason of or arising out of this Security Agreement or the receipt
by the Administrative Agent or any Secured Party of any payment relating
thereto, nor shall the Administrative Agent or any Secured Party be obligated
in any manner to perform any of the obligations of any Grantor under or
pursuant to any Account (or any agreement giving rise thereto), to make any
payment, to make any inquiry as to the nature or the sufficiency of any payment
received by it or as to the sufficiency of any performance by any party
thereunder, to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.


 


5.3 Proceeds to be Turned Over to Administrative
Agent. In addition to the rights of the Administrative Agent and the
Secured Parties specified in Section 5.1 with respect to payments of
Accounts, if an Event of Default shall occur and be continuing and the
Administrative Agent so requires by notice in writing to the relevant Grantor
(it being understood that the exercise of remedies by the Secured Parties in
connection with an Event of Default under Section 11.5 of the Credit
Agreement shall be deemed to constitute a request by the Administrative Agent
for the purposes of this sentence and in such circumstances, no such written
notice shall be required), all Proceeds received by any Grantor consisting of
cash, checks and other near-cash items shall be held by such Grantor in trust
for the Administrative Agent and the Secured Parties, segregated from other
funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be
turned over to the Administrative Agent in the exact form received by such
Grantor (duly endorsed by such Grantor to the Administrative Agent, if
requested by the Administrative Agent). All Proceeds received by the
Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral
Account maintained under its sole dominion and control and on terms and
conditions reasonably satisfactory to the Administrative Agent. All


 


12

















 


Proceeds while held by the Administrative Agent in a
Collateral Account (or by such Grantor in trust for the Administrative Agent
and the Secured Parties) shall continue to be held as collateral security for
all the Obligations and shall not constitute payment thereof until applied as
provided in Section 5.5.


 


5.4 Application of Proceeds. The
Administrative Agent shall apply the proceeds of any collection or sale of the
Collateral as well as any Collateral consisting of cash, at any time after
receipt as follows:


 


(i)            first,
to the payment of all reasonable and documented costs and expenses incurred by
the Administrative Agent in connection with such collection or sale or
otherwise in connection with this Security Agreement, the other Credit
Documents or any of the Obligations, including all court costs and the
reasonable fees and expenses of its agents and legal counsel, the repayment of
all advances made by the Administrative Agent hereunder or under any other
Credit Document on behalf of any Grantor and any other reasonable and
documented costs or expenses incurred in connection with the exercise of any
right or remedy hereunder or under any other Credit Document;


 


(ii)           second,
to the Secured Parties, an amount equal to all Obligations owing to them on the
date of any distribution, and, if such moneys shall be insufficient to pay such
amounts in full, then ratably (without priority of any one over any other) to
such Secured Parties in proportion to the unpaid amounts thereof; and


 


(iii)          third,
any surplus then remaining shall be paid to the Grantors or their successors or
assigns or to whomsoever may be lawfully entitled to receive the same or as a
court of competent jurisdiction may direct.


 


Upon any sale of the Collateral by the
Administrative Agent (including pursuant to a power of sale granted by statute
or under a judicial proceeding) permitted hereunder, the receipt of the
Administrative Agent or of the officer of the Administrative Agent making the
sale shall be a sufficient discharge to the purchaser or purchasers of the
Collateral so sold and such purchaser or purchasers shall not be obligated to
see to the application of any part of the purchase money paid over to the
Administrative Agent or such officer or be answerable in any way for the
misapplication thereof.


 


5.5 Other Remedies. If an Event of Default
shall occur and be continuing, the Administrative Agent may exercise in respect
of the Collateral, in addition to all other rights and remedies provided for
herein or otherwise available to it, all the rights and remedies of a secured
party upon default under the Ontario PPSA or any other applicable law and also
may without notice except as specified below, personally or by agent, at such
time or times as the Administrative Agent in its discretion may determine, do
any one or more of the following:


 


(a)   Rights
under Ontario PPSA, etc.
Exercise all of the rights and remedies granted to secured parties under the
Ontario PPSA and any other applicable statute, or otherwise available to the
Administrative Agent at law or in equity.


 


13

















 


(b)   Demand
Possession. Demand possession of any
or all of the Collateral, in which event each Grantor will, at the expense of
such Grantor, promptly cause the Collateral designated by the Administrative
Agent to be assembled and made available and/or delivered to the Administrative
Agent at any place designated by the Administrative Agent.


 


(c)   Take
Possession. Enter on any premises
where any Collateral is located and take possession of, disable or remove such
Collateral.


 


(d)   Deal
with Collateral. Hold, store and keep
idle, or operate, lease or otherwise use or permit the use of, any or all of
the Collateral for such time and on such terms as the Administrative Agent may
determine, and demand, collect and retain all earnings and other sums due or to
become due from any Person in respect of any of the Collateral.


 


(e)   Carry
on Business. Carry on, or concur in
the carrying on of, any or all of the business or undertaking of the Grantors
and enter on, occupy and use (without charge by the Grantors) any of the
premises, buildings, plant and undertaking of, or occupied or used by, the
Grantors.


 


(f)    Enforce
Collateral. Seize, collect, receive,
enforce or otherwise deal with any Collateral in such manner, on such terms and
conditions and at such times as the Administrative Agent deems advisable.


 


(g)   Dispose
of Collateral. Realize on any or all of
the Collateral and sell, lease, assign, give options to purchase, or otherwise
dispose of and deliver any or all of the Collateral (or contract to do any of
the above), in one or more parcels at any public or private sale, at any
exchange, broker’s board or office of the Administrative Agent or elsewhere, at
such price or prices and upon such other terms as are commercially reasonable
irrespective of the impact of any such sales on the market price of the
Collateral, for cash or on credit or for future delivery.


 


(h)   Court-Approved
Disposition of Collateral. Apply to a court
of competent jurisdiction for the sale or foreclosure of any or all of the Collateral.


 


(i)    Purchase
by Administrative Agent. At any public
sale, and to the extent permitted by law on any private sale, bid for and
purchase any or all of the Collateral offered for sale and, upon compliance
with the terms of such sale, hold, retain and dispose of such Collateral
without any further accountability to any Grantor or any other Person with
respect to such holding, retention or disposition, except as required by
applicable law. In any such sale to the Administrative Agent, the Administrative
Agent may, for the purpose of making payment for all or any part of the
Collateral so purchased, use any claim for Obligations then due and payable to
it as a credit against the purchase price.


 


(j)    Transfer
of Securities. Transfer any Investment
Property forming part of the Collateral into the name of the Administrative
Agent or its nominee, with or without disclosing that the Investment Property
is subject to the Security Interests arising under this Agreement.


 


14

















 


(k) Exercise of Rights. Exercise any and all
rights, privileges, entitlements and options pertaining to any Investment
Property forming part of the Collateral as if the Administrative Agent were the absolute owner of such Investment
Property.


 


(1) Payment of Liabilities. Pay any
liability secured by any Lien against any Collateral. Each Grantor will
promptly on demand reimburse the Administrative Agent for all such payments.


 


(m) Borrow and Grant Security Interests.
Borrow money for the maintenance, preservation or protection of any Collateral
or for carrying on any of the business or undertaking of any Grantor and grant
Security Interests on any Collateral (in priority to the Security Interests
created by this Agreement or otherwise) as security for the money so borrowed.
Each Grantor will promptly on demand reimburse the Administrative Agent for all
such borrowings.


 


(n) Appoint Receiver. Appoint by instrument
in writing one or more Receivers of any Grantor or any or all of the Collateral
with such rights, powers and authority (including any or all of the rights,
powers and authority of the Administrative Agent under this Agreement) as may
be provided for in the instrument of appointment or any supplemental
instrument, and remove and replace any such Receiver from time to time. To the
extent permitted by applicable law, any Receiver appointed by the
Administrative Agent will (for purposes relating to responsibility for the
Receiver’s acts or omissions) be considered to be the agent of the Grantors and
not of the Administrative Agent or the Secured Parties.


 


(o) Court-Appointed Receiver. Apply to a
court of competent jurisdiction for the appointment of a Receiver of any
Grantor or of any or all of the Collateral.


 


The Administrative Agent may exercise any or all of
the foregoing rights and remedies without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except as
required by applicable law) to or on the Grantors or any other Person, and the
Grantors by this Agreement waive each such demand, presentment, protest,
advertisement and notice to the extent permitted by applicable law. None of the
above rights or remedies will be exclusive of or dependent on or merge in any
other right or remedy, and one or more of such rights and remedies may be
exercised independently or in combination from time to time. Without prejudice
to the ability of the Administrative Agent to dispose of the Collateral at such
price or prices and upon such other terms as are commercially reasonable
irrespective of the impact of any such sales on the market price of the
Collateral, each Grantor acknowledges that, to the extent notice of sale shall
be required by law, at least ten days’ notice to such Grantor of the time and
place of any public sale or the time after which any private sale is to be made
shall constitute reasonable notification. Each Grantor further acknowledges
that a disposition of Collateral by the Administrative Agent which takes place
substantially in accordance with the following provisions will be deemed to be
commercially reasonable:


 


(i)            Collateral
may be disposed of in whole or in part;


 


15

















 


(ii)           Collateral
may be disposed of by public auction, public tender or private contract, with
or without advertising and without any other formality except as required by
law;


 


(iii)          any
purchaser or lessee of Collateral may be a customer of the Administrative
Agent;


 


(iv)          a
disposition of Collateral may be on such terms and conditions as to credit or
otherwise as the Administrative Agent, in is sole discretion, may deem
advantageous; and


 


(v)           the
Administrative Agent may establish an upset or reserve bid or price in respect
of Collateral.


 


5.6 Deficiency. Each Grantor shall remain
liable for any deficiency if the proceeds of any sale or other disposition of
the Collateral are insufficient to pay its Obligations and the reasonable fees
and disbursements of any attorneys employed by the Administrative Agent or any
Secured Party to collect such deficiency.


 


5.7 Amendments, etc. with
Respect to the Obligations; Waiver of Rights. Each Grantor shall remain
obligated hereunder notwithstanding that, without any reservation of rights
against any Grantor and without notice to or further assent by any Grantor, (a) any
demand for payment of any of the Obligations made by the Administrative Agent
or any other Secured Party may be rescinded by such party and any of the
Obligations continued, (b) the Obligations, or the liability of any other
party upon or for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
other Secured Party, (c) the Credit Agreement, the other Credit Documents,
the Letters of Credit and any other documents executed and delivered in
connection therewith and the Hedge Agreements and any other documents executed
and delivered in connection therewith and any documents entered into with the
Administrative Agent or any of its Affiliates in connection with treasury,
depositary or cash management services or in connection with any automated
clearinghouse transfer of funds may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders, as the case may be, or, in the case of any Hedge Agreement or
documents entered into with the Administrative Agent or any of its Affiliates
in connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds, the party
thereto) may deem advisable from time to time, and (d) any collateral
security, guarantee or right of offset at any time held by the Administrative
Agent or any other Secured Party for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Administrative
Agent nor any other Secured Party shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the
Obligations or for this Security Agreement or any property subject thereto.
When making any demand hereunder against any Grantor, the Administrative Agent
or any other Secured Party may, but shall be under no obligation to, make a
similar demand on the US Borrower or any Grantor or grantor, and any failure by
the Administrative Agent or any other Secured Party to make any such demand or
to collect any payments from the US Borrower or


 


16

















 


any Grantor or grantor or any release of the US
Borrower or any Grantor or grantor shall not relieve any Grantor in respect of
which a demand or collection is not made or any Grantor not so released of its
several obligations or liabilities hereunder, and shall not impair or affect
the rights and remedies, express or implied, or as a matter of law, of the
Administrative Agent or any other Secured Party against any Grantor. For the
purposes hereof “demand” shall include the commencement and continuance of any
legal proceedings.


 


6. The Administrative Agent.


 


6.1 Administrative Agent’s Appointment as
Attorney-in-Fact, etc


 


(a) Each Grantor hereby appoints, which appointment
is irrevocable and coupled with an interest, effective upon and during the
occurrence of an Event of Default, the Administrative Agent and any officer or
agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of such Grantor and in the name of such Grantor or otherwise, for the
purpose of carrying out the terms of this Security Agreement, to take any and
all appropriate action and to execute any and all documents and instruments
which may be necessary or desirable to accomplish the purposes of this Security
Agreement, and, without limiting the generality of the foregoing, each Grantor
hereby gives the Administrative Agent the power and right, on behalf of such
Grantor, either in the Administrative Agent’s name or in the name of such
Grantor or otherwise, without further assent by such Grantor, to do any or all
of the following, in each case after and during the occurrence of an Event of
Default and after written notice by the Administrative Agent of its intent to
do so:


 


(i)            take
possession of and endorse and collect any checks, drafts, notes, acceptances or
other instruments for the payment of moneys due under any Account or with
respect to any other Collateral and file any claim or take any other action or
proceeding in any court of law or equity or otherwise deemed appropriate by the
Administrative Agent for the purpose of collecting any and all such moneys due
under any Account or with respect to any other Collateral whenever payable;


 


(ii)           in
the case of any Intellectual Property, execute and deliver, and have recorded,
any and all agreements, instruments, documents and papers as the Administrative
Agent reasonably requires to evidence the Administrative Agent’s and
the Secured Parties’ Security Interest in such Intellectual Property and the
goodwill and general intangibles of such Grantor relating thereto or
represented thereby;


 


(iii)          pay
or discharge taxes and Liens levied or placed on or threatened against the
Collateral;


 


(iv)          execute,
in connection with any sale provided for in Section 5.5, any endorsements,
assignments or other instruments of conveyance or transfer with respect to the
Collateral;


 


(v)           obtain
and adjust insurance required to be maintained by such Grantor or paid to the
Administrative Agent pursuant to Section 4.4; and


 


17

















 


(vi)          direct
any party liable for any payment under any of the Collateral to make payment of
any and all moneys due or to become due thereunder directly to the
Administrative Agent or as the Administrative Agent shall direct;


 


(vii)         ask
for or demand, collect and receive payment of and receipt for, any and all
moneys, claims and other amounts due or to become due at any time in respect of
or arising out of any Collateral;


 


(viii)        sign
and endorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications, notices
and other documents in connection with any of the Collateral;


 


(ix)           commence
and prosecute any suits, actions or proceedings at law or in equity in any
court of competent jurisdiction to collect the Collateral or any portion
thereof and to enforce any other right in respect of any Collateral;


 


(x)            defend
any suit, action or proceeding brought against such Grantor with respect to any
Collateral (with such Grantor’s consent to the extent such action or its
resolution could materially affect such Grantor or any of its Affiliates in any
manner other than with respect to its continuing rights in such Collateral);


 


(xi)           settle,
compromise or adjust any such suit, action or proceeding and, in connection
therewith, give such discharges or releases as the Administrative Agent may
deem appropriate (with such Grantor’s consent to the extent such action or its
resolution could materially affect such Grantor or any of its Affiliates in any
manner other than with respect to its continuing rights in such Collateral);


 


(xii)          assign
any Copyright, Patent or Trademark (along with the goodwill of the business to
which any such Copyright, Patent or Trademark pertains), throughout the world
for such term or terms, on such conditions, and in such manner, as the
Administrative Agent shall in its sole discretion determine and


 


(xiii)         generally,
sell, transfer, pledge and make any agreement with respect to or otherwise deal
with any of the Collateral as fully and completely as though the Administrative
Agent were the absolute owner thereof for all purposes, and do, at the
Administrative Agent’s option and such Grantor’s expense, at any time, or from
time to time, all acts and things that the Administrative Agent deems necessary
to protect, preserve or realize upon the Collateral and the Administrative
Agent’s and the Secured Parties’ Security Interests therein and to effect the
intent of this Security Agreement, all as fully and effectively as such Grantor
might do.


 


Anything in this Section 6.1(a) to the
contrary notwithstanding, the Administrative Agent agrees that it will not
exercise any rights under the power of attorney provided for in this Section 6.1(a) unless
an Event of Default shall have occurred and be continuing.


 


18

















 


(b)   If
any Grantor fails to perform or comply with any of its agreements contained
herein, the Administrative Agent, at its option, but without any obligation so
to do, may perform or comply, or otherwise cause performance or compliance,
with such agreement.


 


(c)   The
expenses of the Administrative Agent incurred in connection with actions
undertaken as provided in this Section 6.1, together with interest thereon
at a rate per annum equal to the highest rate per annum at which interest would
then be payable on any category of past due ABR Loans under the Credit
Agreement, from the date of payment by the Administrative Agent to the date
reimbursed by the relevant Grantor, shall be payable by such Grantor to the
Administrative Agent on demand.


 


(d)   Each
Grantor hereby ratifies all that said attorneys shall lawfully do or cause to
be done by virtue hereof. All powers, authorizations and agencies contained in
this Security Agreement are coupled with an interest and are irrevocable until
this Security Agreement is terminated and the Security Interests created hereby
are released.


 


6.2 Duty of Administrative Agent. The
Administrative Agent’s sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under the Ontario
PPSA or otherwise, shall be to deal with it in the same manner as the
Administrative Agent deals with similar property for its own account and as
required by applicable law. The Administrative Agent shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral in
its possession if such Collateral is accorded treatment substantially equal to
that which the Administrative Agent accords its own property and in accordance
with applicable law. Neither the Administrative Agent, any Secured Party nor
any of their respective officers, directors, employees or agents shall be
liable for failure to demand, collect or realize upon any of the Collateral or
for any delay in doing so or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of any Grantor or any other Person
or to take any other action whatsoever with regard to the Collateral or any
part thereof. The powers conferred on the Administrative Agent and the Secured
Parties hereunder are solely to protect the Administrative Agent’s and the
Secured Parties’ interests in the Collateral and shall not impose any duty upon
the Administrative Agent or any Secured Party to exercise any such powers. The
Administrative Agent and the Secured Parties shall be accountable only for amounts
that they actually receive as a result of the exercise of such powers, and
neither they nor any of their officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct.


 


6.3 Authority of Administrative Agent. Each
Grantor acknowledges that the rights and responsibilities of the Administrative
Agent under this Security Agreement with respect to any action taken by the
Administrative Agent or the exercise or non-exercise by the Administrative
Agent of any option, voting right, request, judgment or other right or remedy
provided for herein or resulting or arising out of this Security Agreement
shall, as between the Administrative Agent and the Secured Parties, be governed
by the Credit Agreement and by such other agreements with respect thereto as
may exist from time to time among them, but, as between the


 


19

















 


Administrative Agent and the Grantors, the
Administrative Agent shall be conclusively presumed to be acting as agent for
the Secured Parties with full and valid authority so to act or refrain from
acting, and no Grantor shall be under any obligation, or entitlement, to make
any inquiry respecting such authority.


 


6.4 Security Interest Absolute. All rights of
the Administrative Agent hereunder, the security interest and all obligations
of the Grantors hereunder shall be absolute and unconditional.


 


6.5 Continuing Security Interest; Assignments
Under the Credit Agreement; Release.


 


(a) This Security Agreement shall remain in
full force and effect and be binding in accordance with and to the extent of
its terms upon each Grantor and the successors and assigns thereof and shall
inure to the benefit of the Administrative Agent and the other Secured Parties
and their respective successors, indorsees, transferees and assigns until all
Obligations under the Credit Documents and the obligations of each Grantor
under this Security Agreement shall have been satisfied by payment in full, the
Commitments shall be terminated and no Letters of Credit shall be outstanding,
notwithstanding that from time to time during the term of the Credit Agreement
and any Hedge Agreement the Credit Parties may be free from any Obligations.
This Security Agreement and the security interest granted hereby shall
terminate on the first date on which all of the Obligations under the Credit
Documents shall have been satisfied by payment in full, the Commitments shall
be terminated and no Letters of Credit shall be outstanding.


 


(b)   A
Grantor shall automatically be released from its obligations hereunder and the
Security Interest in the Collateral of such Grantor shall be automatically
released upon the consummation of any transaction permitted by the Credit
Agreement as a result of which such Grantor ceases to be a Subsidiary of the US
Borrower.


 


(c)   Upon
any sale or other transfer by any Grantor of any Collateral that is permitted
under the Credit Agreement, or upon the effectiveness of any written consent to
the release of the Security Interest granted hereby in any Collateral pursuant
to Section 14.1 of the Credit Agreement, the Security Interest in such
Collateral shall be automatically released and such Collateral sold free and
clear of the Lien and Security Interests created hereby.


 


(d)   In
connection with any termination or release pursuant to paragraph (a), (b) or
(c), the Administrative Agent shall execute and deliver to any Grantor, at such
Grantor’s expense, all documents that such Grantor shall reasonably request to
evidence such termination or release. Any execution and delivery of documents
pursuant to this Section 6.5 shall be without recourse to or warranty by
the Administrative Agent.


 


6.6 Reinstatement. This Security Agreement
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by
the Administrative Agent or any other Secured Party upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the US
Borrower or any other Credit Party, or upon or as a result of the appointment
of a receiver, intervenor or conservator of, or trustee or similar officer for,
the US Borrower or any


 


20
















 


other Credit Party or any substantial part of its
property, or otherwise, all as though such payments had not been made.


 


7. Administrative Agent As Agent.


 


(a) Credit Suisse First Boston, acting through
its Cayman Islands Branch, has been appointed to act as Administrative Agent
hereunder by the Lenders and, by their acceptance of the benefits hereof, the
other Secured Parties. The Administrative Agent shall be obligated, and shall
have the right hereunder, to make demands, to give notices, to exercise or
refrain from exercising any rights, and to take or refrain from taking any
action (including the release or substitution of Collateral), solely in
accordance with this Security Agreement and the Credit Agreement, provided that
the Administrative Agent shall exercise, or refrain from exercising, any
remedies provided for in Section 5 in accordance with the instructions of (i) Required
Lenders or (ii) after the termination of this Security Agreement. In
furtherance of the foregoing provisions of this Section 7(a), each Secured
Party, by its acceptance of the benefits hereof, agrees that it shall have no
right individually to realize upon any of the Collateral hereunder, it being
understood and agreed by such Secured Party that all rights and remedies
hereunder may be exercised solely by the Administrative Agent for the ratable
benefit of the Lenders and Secured Parties in accordance with the terms of this
Section 7(a).


 


(b)   The
Administrative Agent shall at all times be the same Person that is the
Administrative Agent under the Credit Agreement. Written notice of resignation
by the Administrative Agent pursuant to Section 12.9 of the Credit
Agreement shall also constitute notice of resignation as Administrative Agent
under this Security Agreement; removal of the Administrative Agent shall also
constitute removal as Administrative Agent under this Security Agreement; and
appointment of a successor Administrative Agent pursuant to Section 12.9
of the Credit Agreement shall also constitute appointment of a successor
Administrative Agent under this Security Agreement. Upon the acceptance of any
appointment as Administrative Agent under Section 12.9 of the Credit
Agreement by a successor Administrative Agent, that successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring or removed Administrative Agent under
this Security Agreement, and the retiring or removed Administrative Agent under
this Security Agreement shall promptly (i) transfer to such successor
Administrative Agent all sums, securities and other items of Collateral held
hereunder, together with all records and other documents necessary or
appropriate in connection with the performance of the duties of the successor
Administrative Agent under this Security Agreement, and (ii) execute and
deliver to such successor Administrative Agent such amendments to financing
statements and take such other actions, as may be necessary or appropriate in
connection with the assignment to such successor Administrative Agent of the
Security Interests created hereunder, whereupon such retiring or removed
Administrative Agent shall be discharged from its duties and obligations under
this Security Agreement. After any retiring or removed Administrative Agent’s
resignation or removal hereunder as Administrative Agent, the provisions of
this Security Agreement shall inure to
its benefit as to any actions taken or omitted to be taken by it under this
Security Agreement while it was Administrative Agent hereunder.


 


(c)   The
Administrative Agent shall not be deemed to have any duty whatsoever with
respect to any Secured Party that is a counterparty to a Hedge Agreement the
obligations under


 


21

















 


which constitute
Obligations, until it shall have received written notice in form and substance
satisfactory to the Administrative Agent from a Grantor or any such Secured
Party as to the existence and terms of the applicable Hedge Agreement.


 


8. Miscellaneous.


 


8.1 Amendments in Writing. None of the terms
or provisions of this Security Agreement may be waived, amended, supplemented
or otherwise modified except by a written instrument executed by the affected
Grantor and the Administrative Agent in accordance with Section 14.1 of
the Credit Agreement.


 


8.2 Notices. All notices, requests and
demands pursuant hereto shall be made in accordance with Section 14.2 of
the Credit Agreement. All communications and notices hereunder to any Grantor
shall be given to it in care of the UK Borrower at the UK Borrower’s address
set forth in Section 14.2 of the Credit Agreement.


 


8.3 No Waiver by Course of Conduct; Cumulative
Remedies. Neither the Administrative Agent nor any Secured Party shall by
any act (except by a written instrument pursuant to Section 8.1 hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default or Event of Default or in
any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of the Administrative Agent or any
other Secured Party, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege hereunder
shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. A waiver by the Administrative Agent or any
other Secured Party of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy that the Administrative Agent
or such other Secured Party would otherwise have on any future occasion. The
rights, remedies, powers and privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.


 


8.4 Enforcement Expenses; Indemnification.


 


(a)   Each Grantor agrees to pay any and all
expenses (including all reasonable fees and disbursements of counsel) that may
be paid or incurred by any Secured Party in enforcing, or obtaining advice of
counsel in respect of, any rights with respect to, or collecting, any or all of
the Obligations and/or enforcing any rights with respect to, or collecting
against, such Grantor under this Security Agreement.


 


(b)   Each Grantor agrees to pay, and to save the
Administrative Agent and the Secured Parties harmless from, any and all
liabilities with respect to, or resulting from any delay in paying, any and all
stamp, excise, sales or other taxes (excluding taxes imposed on the net income
or capital of the Administrative Agent and Secured Parties) which may be
payable or determined to be payable with respect to any of the Collateral or in
connection with any of the transactions contemplated by this Security Agreement.


 


22

















 


(c)   Each Grantor agrees to pay, and to save the
Administrative Agent and the Secured Parties harmless from, any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration
of this Security Agreement to the extent either of the Borrowers would be
required to do so pursuant to Section 12.7 of the Credit Agreement.


 


(d)   The agreements in this Section 8.4 shall
survive repayment of the Obligations and all other amounts payable under the
Credit Agreement and the other Credit Documents.


 


8.5 Successors and Assigns. The provisions of
this Security Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby,
except that no Grantor may assign, transfer or delegate any of its rights or
obligations under this Security Agreement without the prior written consent of the Administrative Agent except pursuant
to a transaction permitted by the Credit Agreement.


 


8.6 Counterparts. This Security Agreement may
be executed by one or more of the parties to this Security Agreement on any
number of separate counterparts (including by facsimile or other electronic
transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Security Agreement
signed by all the parties shall be lodged with the Administrative Agent and the
US Borrower.


 


8.7 Severability. Any provision of this
Security Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


8.8 Section Headings. The Section headings
used in this Security Agreement are for convenience of reference only and are
not to affect the construction hereof or be taken into consideration in the
interpretation hereof.


 


8.9 Integration. This Security Agreement
represents the agreement of each of the Grantors with respect to the subject
matter hereof and there are no promises, undertakings, representations or
warranties by the Administrative Agent or any other Secured Party relative to
the subject matter hereof not expressly set forth or referred to herein or in
the other Credit Documents.


 


8.10 GOVERNING
LAW. THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE PROVINCE OF ONTARIO.


 


23

















 


8.11 Submission To Jurisdiction Waivers. Each
Grantor hereby irrevocably and unconditionally:


 


(a)   submits itself in any legal action or
proceeding relating to this Security Agreement, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the Province of Ontario, the courts of the State
of New York, the courts of the United States of America for the Southern
District of New York and appellate courts from any thereof;


 


(b)   consents that any such action or proceeding
may be brought in such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court
or that such action or proceeding was brought in an inconvenient court and
agrees not to plead or claim the same;


 


(c)   agrees that service of process in any such
action or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to
such Grantor at its address referred to in Section 8.2 or at such other
address of which the Administrative Agent shall have been notified pursuant thereto;


 


(d)   agrees that nothing herein shall affect the
right of the Administrative Agent or any other Secured Party to effect service
of process in any other manner permitted by law or shall limit the right of the
Administrative Agent or any Secured Party to sue in any other jurisdiction; and


 


(e)   waives, to the maximum extent not prohibited
by law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section 8.11 any special, exemplary,
punitive or consequential damages.


 


8.12 Acknowledgments. Each Grantor hereby
acknowledges that:


 


(a)   it has been advised by counsel in the
negotiation, execution and delivery of this Security Agreement and the other
Credit Documents to which it is a party;


 


(b)   neither the Administrative Agent nor any
other Secured Party has any fiduciary relationship with or duty to any Grantor
arising out of or in connection with this Security Agreement or any of the
other Credit Documents, and the relationship between the Grantors, on the one hand,
and the Administrative Agent and the other Secured Parties, on the other hand,
in connection herewith or therewith is solely that of debtor and creditor; and


 


(c)   no joint venture is created hereby or by the
other Credit Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Lenders and any other Secured Party or among the
Grantors and the Lenders and any other Secured Party.


 


8.13 Additional Grantors. Each Subsidiary of
the US Borrower that is required to become a party to this Security Agreement
pursuant to Section 9.11 of the Credit Agreement shall become a Grantor,
with the same force and effect as if originally named as a Grantor herein, for
all purposes of this Agreement upon execution and delivery by such Subsidiary
of a Supplement


 


24

















 


substantially in the form of Annex 1 hereto. The
execution and delivery of any instrument adding an additional Grantor as a
party to this Security Agreement shall not require the consent of any other
Grantor hereunder. The rights and obligations of each Grantor hereunder shall
remain in full force and effect notwithstanding the addition of any new Grantor
as a party to this Security Agreement.


 


[Remainder of this page intentionally left blank;
signature pages follow]


 


25
















 


ANNEX I TO THE

SECURITY AGREEMENT


 


SUPPLEMENT
NO. [ ] dated as of [ ], tothe Canadian
Security Agreement dated as of July 30, 2004 (the “Security Agreement”),
among each Canadian subsidiary of ROCKWOOD SPECIALTIES GROUP, INC., a
Delaware corporation (the “US Borrower”), listed on Annex A thereto
(each such subsidiary individually a “Grantor” and, collectively, the “Grantors”)
in favor of CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands
Branch as administrative agent (in such capacity, the “Administrative Agent”)
for the lenders (the “Lenders”) from time to time parties to the Credit
Agreement referred to below.


 


A.          Reference is made to (a) the
Credit Agreement dated as of July 30, 2004 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among the
US Borrower, Rockwood Specialties Limited, a company incorporated under the
laws of England and Wales (the “UK Borrower” and, together with the US
Borrower, the “Borrowers”), Rockwood Specialties International Inc., a
Delaware Corporation, the Lenders, Credit Suisse First Boston, as
Administrative Agent for the Lenders, UBS Securities LLC and Goldman Sachs
Credit Partners L.P., as co-syndication agents (in such capacity, the “Co-Syndication
Agents”), and (b) the Canadian Guarantee dated as of July 30,
2004 (as amended, supplemented or otherwise modified or restated from time to
time, the “Guarantee”), among the Grantors party thereto and the
Administrative Agent.


 


B.           Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Security Agreement.


 


C.           The Grantors have entered into the
Security Agreement in order to induce Administrative Agent, the Co-Syndication
Agents, the Lenders and the Letter of Credit Issuer to enter into the Credit
Agreement and to induce the Lenders and the Letter of Credit Issuer to make
their respective Extensions of Credit to the UK Borrower under the Credit
Agreement and to induce one or more Lenders or Affiliates of Lenders to enter into
Hedge Agreements with the UK Borrower and/or the Restricted Subsidiaries of the
UK Borrower.


 


D.          Section 9.11 of the Credit
Agreement and subsection 8.13 of the Security Agreement provide that each
Subsidiary of the US Borrower that is required to become a party to the
Security Agreement pursuant to Section 9.11 of the Credit Agreement shall
become a Grantor, with the same force and effect as if originally named as a
Grantor therein, for all purposes of the Security Agreement upon execution and
delivery by such Subsidiary of an instrument in the form of this Supplement.
Each undersigned Subsidiary (each a “New Grantor”) is executing this
Supplement in accordance with the requirements of the Security Agreement to
become a Grantor under the Security Agreement in order to induce the Lenders
and the Letter of Credit Issuer to make additional Extensions of Credit and as
consideration for Extensions of Credit previously made.


 

















 


Accordingly, the Administrative Agent and the
New Grantors agree as follows:


 


SECTION 1. In accordance with subsection 8.13
of the Security Agreement, each New Grantor by its signature below becomes a
Grantor under the Security Agreement, from and after the date hereof, with the
same force and effect as if originally named therein as a Grantor and each New
Grantor hereby (a) agrees to all the terms and provisions of the Security
Agreement applicable to it as a Grantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Grantor
thereunder are true and correct on and as of the date hereof. In furtherance of
the foregoing, each New Grantor, as security for the payment and performance in
full of the Obligations, does hereby bargain, sell, convey, assign, set over,
mortgage, pledge, hypothecate and transfer to the Administrative Agent, and
liereby grants to the Administrative Agent, for the ratable benefit of the
Secured Parties, a Security Interest in all of the Collateral of such New
Grantor. Each reference to a “Grantor” in the Security Agreement shall be
deemed to include each New Grantor. The Security Agreement is hereby
incorporated herein by reference.


 


SECTION 2. Each New Grantor represents and
warrants to the Administrative Agent and the other Secured Parties that this
Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, subject to limitations which might result from
bankruptcy, insolvency, moratorium and other similar laws affecting creditors’
rights generally and subject to limitations on the availability of equitable
remedies.


 


SECTION 3. This Supplement may be executed by
one or more of the parties to this Supplement on any number of separate
counterparts (including by facsimile or other electronic transmission), and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument. A set of the copies of this Supplement signed by all the
parties shall be lodged with the Administrative Agent and the UK Borrower. This
Supplement shall become effective as to each New Grantor when the
Administrative Agent shall have received counterparts of this Supplement that,
when taken together, bear the signatures of such New Grantor and the Administrative
Agent.


 


SECTION 4. Each New Grantor hereby represents
and warrants that (a) set
forth on Schedule I attached hereto is a true and correct schedule of the
location of any and all Collateral of such New Grantor, (b) set forth
under its signature hereto is (i) the legal name of such New Grantor, (ii) the
jurisdiction of incorporation or organization of such New Grantor, (iii) the
true and correct location of the chief executive office and principal place of
business and any office in which it maintains books or records relating to
Collateral owned by it, and (iv) the identity or type of organization or
corporate structure of such New Grantor and (c) as of the date hereof (i) Schedule
II hereto sets forth all of each New Grantor’s Copyright Licenses, (ii) Schedule
III hereto sets forth, in proper form for filing with the Canadian Intellectual
Property Office, all of each New Grantor’s Copyrights (and all applications
therefor), (iii) Schedule N hereto sets forth all of each New Grantor’s
Patent Licenses, (iv) Schedule V hereto sets forth, in proper form for
filing with the Canadian Intellectual Property 


 


2

















 


Office, all of each
New Grantor’s Patents (and all applications therefor), (v) Schedule VI
hereto sets forth all of each New Grantor’s Trademark Licenses, (vi) Schedule
VII hereto sets forth, in proper form for filing with the Canadian Intellectual
Property Office, all of each New Grantor’s Trademarks (and all applications
therefor).


 


SECTION 5. Except as expressly supplemented
hereby, the Security Agreement shall remain in full force and effect.


 


SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO.


 


SECTION 7. Any provision of this Supplement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and in
the Security Agreement, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.


 


SECTION 8. All notices, requests and demands
pursuant hereto shall be made in accordance with Section 14.2 of the
Credit Agreement. All communications and notices hereunder to each New Grantor
shall be given to it in care of the UK Borrower at the UK Borrower’s address
set forth in Section 14.2 of the Credit Agreement.


 


SECTION 9. Each New Grantor agrees to reimburse
the Administrative Agent for its reasonable out-of-pocket expenses in
connection with this Supplement, including the reasonable fees, other charges
and disbursements of counsel for the Administrative Agent.


 


3

















 


IN WITNESS WHEREOF, each New Grantor and the
Administrative Agent have duly executed this Supplement to the Security
Agreement as of the day and year first above written.


 


	
   

  	
  [NAME OF NEW GRANTOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST BOSTON, acting through its
  Cayman Islands Branch, as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  
				



 


4

















 


SCHEDULE I

TO THE SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


COLLATERAL


 


	
  Legal Name

  	
   

  	
  Jurisdiction of

  Incorporation or

  Organization

  	
   

  	
  Location of Chief

  Executive Office

  and Principal

  Place of Business

  	
   

  	
  Type of

  Organization or

  Corporate

  Structure

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE II

TO THE SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


COPYRIGHT LICENSES


 

















 


SCHEDULE III

TO THE SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


COPYRIGHTS


 


	
  Registered Owner/Grantor

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE IV

TO THE SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


PATENT LICENSES


 

















 


SCHEDULE V

TO THE SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


PATENTS


 

















 


SCHEDULE VI

TO THE SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


TRADEMARK LICENSES


 

















 


SCHEDULE VII

TO THE SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


TRADEMARKS


 


Canadian Trademarks


 


	
  Registered

  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  Registration

  No.

  	
   

  	
  Application

  No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Foreign Trademarks


 


	
  Registered

  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  Registration

  No.

  	
   

  	
  Application Country

  No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


ANNEX 2 TO THE 

SECURITY AGREEMENT


 


SUPPLEMENT
NO. [ ] dated as of [               ],
to the Canadian Security Agreement dated as of July 30, 2004 (the “Security
Agreement”), among each Canadian subsidiary of ROCKWOOD SPECIALTIES GROUP, INC.,
a Delaware corporation (the “US Borrower”) listed on Schedule 1 thereto
(each such subsidiary individually a “Grantor” and, collectively, the “Grantors”)
in favor CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Brach,
as administrative agent (in such capacity, the “Administrative Agent”)
for the lenders (the “Lenders”) from time to time parties to the Credit
Agreement referred to below.


 


A.       Reference
is made to (a) the Credit Agreement dated as of July 30, 2004 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the US Borrower, Rockwood Specialties Limited, a company
incorporated under the laws of England and Wales (the “UK Borrower” and,
together with the US Borrower, the “Borrowers”), Rockwood Specialties International, Inc.,
a Delaware corporation, the Lenders, Credit Suisse First Boston, as
Administrative Agent for the Lenders, and UBS Securities LLC and Goldman Sachs
Credit Partners L.P., as co-syndication agents (in such capacity, the “Co-Syndication
Agents”), and (b) the Canadian Guarantee dated as of July 30,
2004 (as amended, supplemented or otherwise modified or restated from time to
time, the “Guarantee”), among the Grantors party thereto and the
Administrative Agent.


 


B.       Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Security Agreement.


 


C.       The
Grantors have entered into the Security Agreement in order to induce
Administrative Agent, the Co-Syndication Agents, the Lenders and the Letter of
Credit Issuer to enter into the Credit Agreement and to induce the Lenders and
the Letter of Credit Issuer to make their respective Extensions of Credit to
the UK Borrower under the Credit Agreement and to induce one or more Lenders or
Affiliates of Lenders to enter into Hedge Agreements with the UK Borrower.
Pursuant to Section 4.1(b) of the Security Agreement, within 30 days
after the end of each calendar quarter, each Grantor has agreed to deliver to
the Administrative Agent a written supplement substantially in the form of
Annex 2 thereto with respect to any additional Copyrights, Copyright Licenses,
Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such
Grantor after the date of the Credit Agreement. The Grantors have identified
the additional Copyrights, Copyright Licenses, Patents, Patent Licenses,
Trademarks and Trademark Licenses acquired by such Grantors after the date of
the Credit Agreement set forth on Schedule I, II, III, IV, V and
VI hereto. The undersigned Grantors are executing this Supplement in order to
facilitate supplemental filings to be made by the Collateral Agent with the
Canadian Intellectual Property Office.


 


Accordingly, the Administrative Agent and the
Grantors agree as follows:


 

















 


SECTION 1. (a) Schedule
1 of the Security Agreement is hereby supplemented, as applicable, by the
information set forth in the Schedule I hereto, (b) Schedule 2 of the
Security Agreement is hereby supplemented, as applicable, by the information
set forth in the Schedule II hereto, (c) Schedule 3 of the Security
Agreement is hereby supplemented, as applicable, by the information set forth
in the Schedule III hereto, (d) Schedule 4 of the Security Agreement is
hereby supplemented, as applicable, by the information set forth in the
Schedule IV hereto, (e) Schedule 5 of the Security Agreement is hereby
supplemented, as applicable, by the information set forth in the Schedule V
hereto, and (f) Schedule 6 of the Security Agreement is hereby
supplemented, as applicable, by the information set forth in the Schedule VI
hereto.


 


SECTION 2. Each
Grantor hereby represents and warrants that the information set forth on
Schedules I, II, III, IV, V and VI hereto is true and correct.


 


SECTION 3. This
Supplement may be executed by one or more of the parties to this Supplement on
any number of separate counterparts (including by facsimile or other electronic
transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Supplement
signed by all the parties shall be lodged with the Administrative Agent and the
UK Borrower. This Supplement shall become effective as to each Grantor when the Administrative Agent shall
have received counterparts of this Supplement that, when taken together, bear
the signatures of such Grantor and the Administrative Agent.


 


SECTION 4. Except as
expressly supplemented hereby, the Security Agreement shall remain in full
force and effect.


 


SECTION 5. THIS SUPPLEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF
ONTARIO.


 


SECTION 6. Any
provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and in
the Security Agreement, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.


 


SECTION 7. All
notices, requests and demands pursuant hereto shall be made in accordance with Section 14.2
of the Credit Agreement. All communications and notices hereunder to each Grantor
shall be given to it in care of the UK Borrower at the UK Borrower’s address
set forth in Section 14.2 of the Credit Agreement.


 


2

















 


SECTION 8. Each Grantor agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, other charges and
disbursements of counsel for the Administrative Agent.


 


IN WITNESS WHEREOF, each Grantor and the
Administrative Agent have duly executed this Supplement to the Security
Agreement as of the day and year first above written.


 


	
   

  	
  [GRANTOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST BOSTON, acting through its
  Cayman Islands Branch, as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


3

















 


SCHEDULE I

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


COPYRIGHT LICENSES


 

















 


SCHEDULE II

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


COPYRIGHTS


 


	
  Registered Owner/Grantor

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE III

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


PATENT LICENSES


 

















 


SCHEDULE IV

TO THE SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


PATENTS


 

















 


SCHEDULE V

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


TRADEMARK LICENSES


 

















 


SCHEDULE VI

TO THE SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


TRADEMARKS


 


Canadian Trademarks


 


	
  Registered

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Application

  	
   

  
	
  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  No.

  	
   

  	
  No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Foreign Trademarks


 


	
  Registered

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Application Country

  	
   

  
	
  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  No.

  	
   

  	
  No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


EXHIBIT B


 


FORMS
OF FRENCH PLEDGE AGREEMENTS


 


US FRENCH PLEDGE AGREEMENT dated as of July 30,
2004, among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the “Pledgor”),
and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as
Administrative Agent and as Collateral Agent (in both capacities, the “Administrative
Agent”) for the lenders (each, a “Lender” and, collectively, the “Lenders”)
from time to time parties to the Credit Agreement dated as of July 30,
2004 (as the same may be amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among, inter alia, the Pledgor (as “US Borrower”), ROCKWOOD
SPECIALTIES LIMITED, a company incorporated under the laws of England and Wales
(the “UK Borrower” and, together with the Pledgor, the “Borrowers”),
ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation, UBS
SECURITIES LLC and GOLDMAN SACHS CREDIT PARTNERS L.P. as Co-Syndication Agents
(in such capacity, the “Syndication Agents”), the Lenders and the other
Secured Parties.


 


WITNESSETH:


 


WHEREAS, (a) pursuant to the Credit
Agreement, the Lenders have severally agreed to make Loans to the Borrowers and
the Letter of Credit Issuer has agreed to issue Letters of Credit for the
account of the Borrowers (collectively, the “Extensions of Credit”) upon
the terms and subject to the conditions set forth therein and (b) one or
more Lenders or affiliates of Lenders may from time to time enter into Hedge
Agreements with the Borrowers;


 


WHEREAS, the Pledgor acknowledges that it
will derive substantial direct and indirect benefit from the making of the
Extensions of Credit;


 


WHEREAS, it is a condition precedent to the
obligation of the Lenders and the Letter of Credit Issuer to make their
respective Extensions of Credit to the Borrowers under the Credit Agreement
that the Pledgor shall have executed and delivered this Pledge Agreement; and


 


WHEREAS, the Pledgor is the owner of the
shares described under Schedule 1 hereto and issued by Rockwood Electronic
Materials S.A., a French societe anonyme, with
a share capital of € 40,308,576, whose registered office is at Saint-Fromond —
50620 Saint-Jean de Daye, registered with the trade registry of Coutances under
the number 323 346 973 (the “Company”) (the pledged shares described
above are, together with any shares of the Company obtained in the future
arising out of or in connection with such pledged shares (the “After-acquired
Shares”), provided that such After-acquired Shares are not pledged
under the pledge agreement dated as of July 30, 2004, among the Pledgor
and the Administrative Agent with respect to 35% of the Equity Interests in the
Company (the “UK French Pledge Agreement”), referred to collectively
herein as the “Pledged Shares”).


 


NOW, THEREFORE, in consideration of the
premises and to induce the Administrative Agent, the Syndication Agents and the
Lenders and the Letter of Credit Issuer to enter into the


 

















 


Credit Agreement and to induce the Lenders and the
Letter of Credit Issuer to make their respective Extensions of Credit to the
Borrowers under the Credit Agreement and to induce one or more Lenders or
affiliates of Lenders to enter into Hedge Agreements with the Borrowers, the
Pledgor hereby agrees with the Administrative Agent, as agent for the Lenders and
for the ratable benefit of the Secured Parties, as follows:


 


1.                             Defined Terms.


 


a)      Unless otherwise defined herein (including in the above recitals), terms
defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement.


 


b)     As used herein, the term “Equity Interests” means shares of
capital stock of the Company as well as any shares which may be substituted
for, or added to, the Pledged Shares by way of exchange, consolidation,
division, free distribution, or otherwise and any warrants, options or other
rights entitling the holder thereof to purchase or acquire any of the foregoing
and any of the foregoing class of securities being a “Class of Equity
Interest”.


 


c)       As used herein, the term “Obligations” means the collective
reference to (i) the due and punctual payment of (x) the principal of
and premium, if any, and interest at the applicable rate provided in the Credit
Agreement (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Loans, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (y) each payment required to be made by the Borrowers under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral, and (z) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Borrowers or any other Credit Party to
any of the Secured Parties under the Credit Agreement and the other Credit
Documents, (ii) the due and punctual performance of all covenants,
agreements, obligations and liabilities of the Borrowers under or pursuant to
the Credit Agreement and the other Credit Documents, (iii) the due and
punctual payment and performance of all the covenants, agreements, obligations
and liabilities of each other Credit Party under or pursuant to this Pledge
Agreement or the other Credit Documents, (iv) the due and punctual payment
and performance of all obligations of each Credit Party under each Hedge
Agreement that (x) is in effect on the Closing Date with a counterparty
that is a Lender or an affiliate of a Lender as of the Closing Date or (y) is
entered into after the Closing Date with any counterparty that is a Lender or a
affiliate of a Lender at the time such Hedge Agreement is entered into and such
counterparty has acceded to this Pledge Agreement pursuant to an accession
agreement in the form of Schedule 2 attached hereto and (v) the due and
punctual payment and performance of all obligations in respect of overdrafts
and related liabilities owed to the Administrative Agent or its affiliates
arising from or in a


 


2

















 


connection with treasury, depositary or cash
managment services or in connection with any automated clearinghouse transfer
of funds.


 


d)      As used
herein, the term “Secured Parties” means (i) the Lenders, (ii) the
Letter of Credit Issuer, (iii) the Swingline Lender, (iv) the
Administrative Agent, (v) the Syndication Agents, (vi) each
counterparty to a Hedge Agreement the obligations under which constitute
Obligations (and, if such Hedge Agreement has been entered into after the
Closing Date, which has acceded to this Pledge Agreement pursuant to an
accession agreement in the form of Schedule 2 attached hereto), (vii) the
beneficiaries of each indemnification obligation undertaken by any Credit Party
under any Credit Document and (viii) any successors, indorsees,
transferees and assigns of each of the foregoing.


 


e) References to “Lenders” in this Pledge Agreement
shall be deemed to include affiliates of Lenders that may from time to time
enter into Hedge Agreements with the Borrowers as hedging counterparties,
provided that such affiliates have acceded to this Plegde Agreement pursuant to
an accession agreement in the form of Schedule 2 attached hereto.


 


f) The words “hereof’, “herein” and “hereunder” and
words of similar import when used in this Pledge Agreement shall refer to this
Pledge Agreement as a whole and not to any particular provision of this Pledge
Agreement, and Section references are to Sections of this Pledge Agreement
unless otherwise specified. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.


 


g) The meanings given to terms defined herein shall
be equally applicable to both the singular and plural forms of such terms.


 


2.                  Grant of Security. The Pledgor
hereby undertakes in accordance with Section 4 to pledge to the Secured
Parties, for their ratable benefit, represented by the Administrative Agent,
all of the Pledgor’s right, title and interest in the following, now owned or
existing, and hereby undertakes to pledge to the Secured Parties represented by
the Administrative Agent all of the Pledgor’s right, title and interest in any
of the following hereafter acquired or existing (collectively, the “Collateral”):


 


a)      the
Pledged Shares registered in the Pledgor’s name in an account held by the
Company (the “Pledged Account”) and, subject to Section 7 hereof,
all dividends, cash, warrants, rights, instruments and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the Pledged Shares, provided
that the Pledged Shares under this Pledge Agreement shall not include more than
65 percent of each issued and outstanding Class of Equity Interests in the
Company. If at any time more than 65 percent of an issued and outstanding Class of
Equity Interest in the Company is registered in the Plegde Account (the Class of
Equity Interest registered in the Pledged Account in excess of 65% of such Class of
Equity Interest being for the purposes of this Section 2, the “Excess Class of
Equity Interest”),  the Pledgor shall immediately notify the
Administrative Agent and the Administrative shall be entitled to request the
Company as holder of the Pledge Account, to register said


 


3

















 


Excess Class of Equity Interest on the pledged
account created pursuant to the UK French Pledge Agreement; and


 


b)      to the
extent not covered by clause (a) above, and subject to Section 7
hereof, all proceeds of any or all of the foregoing Collateral. For purposes of
this Pledge Agreement, the term “proceeds” includes whatever is receivable or
received when Collateral or proceeds are sold, exchanged, collected or
otherwise disposed of, whether such disposition is voluntary or involuntary,
and includes proceeds of any indemnity or guarantee payable to the Pledgor or
the Administrative Agent from time to time with respect to any of the Collateral.


 


3.                  Security for Obligations.
This Pledge Agreement secures the payment of all Obligations owed by the
Borrowers and/or each other Credit Party to the Administrative Agent or the
Secured Parties for their ratable benefit. Without limiting the generality of
the foregoing, this Pledge Agreement secures the payment of all amounts that
constitute part of the Obligations and would be owed by the Borrowers to the
Administrative Agent or the Secured Parties under the Credit Documents but for
the fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving the Borrowers and/or
each other Credit Party.


 


4.                  Perfection of Security.
Subject to the prior Lien registered on the Pledged Shares being released,
which release shall occur no later than July 31, 2004, the pledge of the
Pledged Shares shall be constituted pursuant to article L 431-4 of the French
Monetary and Financial Code by the execution of a declaration of pledge of the
Pledged Account (déclaration de gage de
compte d’instruments financiers, hereinafter the “Déclaration de Gage”) in the form
set forth in Annex 1 hereto, which shall occur at the latest on August 2,
2004. The Pledgor hereby undertakes to cause the Company to issue at the latest
on August 2, 2004 a certificate of confirmation of pledge relating to the
Pledged Account (attestation de gage) in the
form of Annex 2 hereto, and promptly to transmit such confirmation of pledge to
the Administrative Agent.


 


5.                  Representations and Warranties.
The Pledgor represents and warrants as follows:


 


a)                  Schedule
1 hereto (i) correctly represents as of the date hereof the issuer, the
Pledgor, the number, the Class of Equity Interest and the percentage of
the issued and outstanding Class of Equity Interests of such Class of
Equity Interests of all Pledged Shares and (ii) includes all Equity
Interests required to be pledged hereunder. Except as set forth on Schedule 1,
the Pledged Shares represent 65 percent of such issued and outstanding Class of
Equity Interests and no other Class of Equity Interests in the Company has
been issued on the date hereof.


 


b)                  On
the date hereof, the Pledgor is the owner of the Pledged Shares and, as from
the execution of the Déclaration de Gage referred
to in Section 4 above, the Pledgor shall be the owner of the Collateral
pledged by the Pledgor hereunder free and clear of any Lien, except for the
Lien created by this Pledge Agreement and the Déclaration
de Gage referred to in Section 4 above.


 


4

















 


c)                   As
of the date of this Pledge Agreement, the Pledged Shares pledged by the Pledgor
hereunder have been duly authorized by a meeting of the shareholders of the
Company and are validly issued and are fully paid up.


 


d)                  The
execution and delivery by the Pledgor of the Déclaration
de Gage pursuant to this Pledge Agreement and the pledge of the
Collateral by the Pledgor thereunder shall immediately create a valid and
perfected first-priority security interest in the Collateral, securing the
payment of the Obligations, in favor of the Secured Parties.


 


e)                   The
Pledgor has full power, authority and legal right to pledge all the Collateral
in accordance with this Pledge Agreement and this Pledge Agreement constitutes
a legal, valid and binding obligation of the Pledgor, enforceable in accordance
with its terms, except as enforceability thereof may be limited by bankruptcy,
insolvency or other similar laws affecting creditor’s rights generally.


 


f)                    With the exception of the authorization procedure provide for in Article 7
of the Company’s by-laws (statuts), there
is no provision in the by-laws of the Company or any other instrument which
would restrict the exercise by the Administrative Agent of its rights under
this Pledge Agreement or the Declaration de
Gage.


 


6.                  Further Assurances. The Pledgor
agrees that at any time and from time to time, at the expense of the Pledgor,
it will execute any and all further documents, agreements and instruments and
take all such further actions, which may be required under any applicable law,
or which the Administrative Agent or the Required Lenders may reasonably
request, in order (x) to perfect and protect any pledge, assignment or
security interest granted or purported to be granted hereby (including the
priority thereof) or (y) to enable the Administrative Agent to exercise
and enforce the rights and remedies hereunder with respect to any Collateral.


 


7.                  Voting Rights; Dividends and Distributions; Etc.


 


a)                 Subject
to paragraph (b) below, the Pledgor shall be entitled to receive and
retain and use, free and clear of the Lien of this Pledge Agreement, any and
all dividends and distributions made or paid in respect of the Collateral to
the extent permitted by the Credit Agreeement; provided, however,
that any and all noncash dividends or other distributions that would constitute
Pledged Shares, whether resulting from a subdivision, combination or
reclassification of the outstanding Equity Interests of the issuer of any
Pledged Shares or received in exchange for Pledged Shares or any par thereof,
or in redemption thereof, or as a result of any merger, consolidation,
acquisition or other exchange of assets to which such issuer may be a party or
otherwise, shall be deposited in the Pledged Account and shall be held as
Collateral and shall, if received by the Pledgor, be held for the benefit of
the Administrative Agent, be segregated from the other property or funds of the
Pledgor and be forthwith deposited in the Pledged Account as Collateral in the
same form as so received.


 


b)                 Upon
written notice to the Pledgor by the Administrative Agent following the
occurrence and during the continuance of an Event of Default,


 


5

















 


(i)        all
rights of the Pledgor to receive the dividends and distributions that the
Pledgor would otherwise be authorized to receive and retain pursuant to Section 7
(a) shall cease, and all such rights shall thereupon become vested in the
Administrative Agent as agent for the Secured Parties, which shall thereupon
have the sole right to receive and hold as Collateral such dividends and
distributions during the continuance of such Event of Default. The
Administrative Agent shall retain those amounts as a “gage espèce”. After all Events of Default have been cured
or waived and the Pledgor has delivered to the Administrative Agent a
certificate to that effect, the Administrative Agent shall repay to the Pledgor
(without interest) all such dividends and distributions that the Pledgor would
otherwise be permitted to receive, retain and use pursuant to the terms of Section 7
(a);


 


(ii)       all
dividends and distributions that are received by the Pledgor contrary to the
provisions of Section 7 (a) and 7 (b)(i) shall be held for the
benefit of the Administrative Agent, shall be segregated from other property or
funds of the Pledgor and shall forthwith be deposited in the Pledged Account
or, in the case of cash dividends, distributions of cash or any other
distributions which may not by its nature be registered on the Pledged Account,
shall be transferred to the Administrative Agent which shall retain the same as
“gage-espèce” or as a “gage”;


 


c) The Pledgor agrees as of the date hereof and as
long as the Pledge Agreement remains in force:


 


(i)        to
refrain from using any voting rights in respect of the Pledged Shares and any
other financial instruments subsequently registered on the Pledged Account in a
way which would be contrary to the provisions of this Pledge Agreement or of
any other Credit Document to which the Pledgor is a party;


 


(ii)       (x) if
the Company proceeds with a reduction of share capital which is not motived by
losses, not to offer the shares of the Company that it owns to the Company for
repurchase and (y) if the Company proceeds with a share capital reduction
which is motivated by losses, to inform the Administrative Agent of the
proposed reduction before its adoption by the shareholders’ meeting and to
cause any new shares issued and attributed to the Pledgor as a result of the
reduction in capital to be included in the Collateral; and


 


(iii)      with
the exception of the authorization procedure provided for in Article 7 of
the Company’s by-laws, not to permit the Company’s by-laws or any other
instrument to contain any provision (including preemption rights, rights of
replacement or similar rights) which would limit in any way the execution or
the performance of this Pledge Agreement or the enforcement by the
Administrative Agent of the security interest herein created.


 


8.                  Transfers and Other Liens.
The Pledgor shall:


 


a)      not (i) except
as permitted by the Credit Agreement, sell or otherwise dispose of, or grant
any option or warrant with respect to, any of the Collateral or (ii) create
or suffer to exist any contractual Lien upon or with respect to any of the
Collateral, except for the


 


6

















 


Lien
under this Pledge Agreement and the related Déclaration
de Gage, provided that in the event the Pledgor sells or
otherwise disposes of assets permitted by the Credit Agreement and such assets
are or include any of the Collateral, the Administrative Agent shall release
such Collateral to the Pledgor free and clear of the Lien under this Pledge
Agreement and the related Déclaration de
Gage concurrently with the consummation of such sale;


 


b)      defend
its and the Administrative Agent’s title or interest in and to all the
Collateral (and in the proceeds thereof) against any and all Liens (other than
the Lien of this Pledge Agreement), however arising, and any and all Persons
whomsoever.


 


9.                  Remedies. If any Event of Default
shall have occurred and be continuing:


 


a) The Administrative Agent and any nominee of the
Administrative Agent may on behalf of the Secured Parties exercise in respect
of all or any of the Collateral, in addition to other rights and remedies
provided for herein or otherwise available to it, all the rights and remedies
conferred on a secured creditor (créancier
gagiste) pursuant to French law and regulations, and may, subject to
the prior authorization of the Company’s Board of Directors pursuant to Section 7
of the Company’s by-laws and to the prior information and consultation of the
Company’s Workers Council (Comité d’entreprise)
as required by article L.432-1 of the French Code du travail, (x) proceed to a public
sale of the Collateral in accordance with the provisions of Article L.521-3
of the French Commercial Code, or (y) petition a French court to attribute
ownership of the Collateral to the Secured Parties.


 


In the event ownership of the Collateral is attributed
to the Secured Parties pursuant to clause (y) above, subject to mandatory
provisions of French law and except as specified below, the Administrative
Agent acting in such capacity:


 


(i)   shall be
entitled to sell the Collateral or any part thereof in one or more parcels for
cash, on credit or for future delivery, at such price or prices and upon such
other terms as are commercially reasonable irrespective of the impact of any
such sales on the market price of the Collateral;


 


(ii)   shall be authorized at any such sale (if it deems it advisable to do so)
to restrict the prospective bidders or purchasers of Collateral to Persons who
will represent and agree that they are purchasing the Collateral for their own
account for investment and not with a view to the distribution or sale thereof,
and, upon consummation of any such sale, the Administrative Agent shall have,
subject to the aforementioned restrictions, the right to assign, transfer and
deliver to the purchaser or purchasers thereof the Collateral so sold. Each
purchaser at any such sale shall hold the property sold absolutely free from
any claim or right on the part of the Pledgor, and the Pledgor hereby waives
(to the extent permitted by law) all rights of redemption, stay and/or
appraisal that it now has or may at any time in the future have under any rule of
law or statute now existing or hereafter enacted; and


 


7

















 


(iii) The
Administrative Agent or any Secured Party shall have the right, to the extent
permitted by law, upon any such sale, to purchase the whole or any part of the
Collateral so sold.


 


The Pledgor agrees that,
to the extent notice of sale shall be required by law, at least ten days’
notice to the Pledgor shall constitute sufficient notification. Subject to
applicable law, the Administrative Agent shall not be obligated to make any
sale of Collateral regardless of notice of sale having been given. The
Administrative Agent may adjourn any sale from time to time by announcement at
the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned. To the extent
permitted by law, the Pledgor hereby waives any claim against the
Administrative Agent arising by reason of the fact that the price at which any
Collateral may have been sold at such a private sale was less than the price
that might have been obtained at a public sale, even if the Administrative
Agent accepts the first offer received and does not offer such Collateral to
more than one offeree.


 


b) The Administrative Agent shall apply the proceeds
of any collection or sale of the Collateral (except, for the avoidance of
doubt, in the case of a sale following the attribution of ownership of the same
as referred to in Section 9(a)(y)) at any time after receipt as follows:


 


(i) first, to the
payment of all reasonable and documented costs and expenses incurred by the
Administrative Agent in connection with such collection or sale or otherwise in
connection with this Pledge Agreeement, the other Credit Documents or any of
the Obligations, including all court costs and the reasonable fees and expenses
of its agents and legal counsel, the repayment of all advances made by the
Administrative Agent hereunder or under any other Credit Document on behalf of
the Pledgor and any other reasonable and documented costs or expenses incurred
in connection with the exercise of any right or remedy hereunder or under any
other Credit Document;


 


(ii)   second, to the Secured Parties, an amount equal to all Obligations owing
to them on the date of any such distribution, and, if such moneys shall be
insufficient to pay such amounts in full, then ratably (without priority of any
one over any other) to such Secured Parties in proportion to the unpaid amounts
thereof; and


 


(iii) third, any surplus then remaining shall be paid to the Pledgor or its
successors or assigns or to whomsoever may be lawfully entitled to receive the
same or as a court of competent jurisdiction may direct.


 


Upon any sale of the Collateral by the
Administrative Agent following attribution of ownership of the Collateral to
the Secured Parties by a French court pursuant to Section 9(a)(y) above,
such purchaser or purchasers shall not be obligated to see to the application
of any part of the purchase money paid over to the Administrative Agent or such
officer or be answerable in any way for the misapplication thereof.


 


c)        All payments received by the Pledgor after the occurrence and during the
continuance of an Event of Default in respect of the Collateral shall be held
for the


 


8

















 


benefit
of the Administrative Agent, shall be segregated from other property or funds
of the Pledgor and shall be forthwith delivered to the Administrative Agent as
Collateral (“ gage-espèce”) in
the same form as so received.


 


d)        The Pledgor hereby waives its rights under Articles 2032 and 2039 of the
French Civil Code.


 


10.   Amendments, etc.
with Respect to the Obligations; Waiver of Rights. The Pledgor shall remain
obligated hereunder, and the charges created hereby shall not be adversely
affected nor shall this Agreement be novated unless expressly agreed in writing
by the parties hereto, notwithstanding that, without any reservation of rights
against the Pledgor and without notice to or further assent by the Pledgor, (a) any
demand for payment of any of the Obligations made by the Administrative Agent
or any other Secured Party may be rescinded by such party and any of the
Obligations continued, (b) the Obligations, or the liability of any other
party upon of for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
other Secured Party, (c) the Credit Agreement, the other Credit Documents,
the Letters of Credit and any other documents executed and delivered in
connection therewith and the Hedge Agreements and any other documents executed
and delivered in connection therewith and any documents entered into with the
Administrative Agent or any of its affiliates in connection with treasury,
depositary or cash management services or in connection with any automated
clearinghouse transfer of funds may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders, as the case may be, or, in the case of any Hedge Agreement, or document
entered into with the Administrative Agent or any of its affiliates in
connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds, the party
thereto) may deem advisable from time to time, and (d) any collateral
security, guarantee or right of offset at any time held by the Administrative
Agent or any other Secured Party for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Administrative
Agent nor any other Secured Party shall have any obligation to protect, secure
perfect or insure any Lien at any time held by it as security for the
Obligations or for this Pledge Agreement or any property subject thereto. When
making any demand hereunder against the Pledgor, the Administrative Agent or
any other Secured Party may, but shall be under no obligation to, make a
similar demand on the Borrowers or any pledgor and any failure by the
Administrative Agent or any other such Secured Party to make any such demand or
to collect any payments from the Borrowers or any pledgor or any release of the
Borrowers or any pledgor shall not relieve the Pledgor in respect of which a
demand or collection is not made or the Pledgor not so released of its several
obligations or liabilities hereunder, and shall not impair or affect the rights
and remedies, express or implied, or as a matter of law, of the Administrative
Agent or any other Secured Party against the Pledgor. For the purposes hereof “demand”
shall include the commencement and continuance of any legal proceedings.


 


9

















 


11.  Continuing
Security Interest; Assignments Under the Credit Agreement: Release.


 


a)       This Pledge Agreement shall remain in full force and effect and be
binding in accordance with and to the extent of its terms upon the Pledgor and
the successors and assigns thereof, and shall inure to the benefit of the
Administrative Agent and the other Secured Parties and their respective
successors, indorsees, transferees and assigns until all the Obligations under
the Credit Documents shall have been satisfied by payment in full, the
Commitments shall be terminated and no Letters of Credit shall be outstanding,
notwithstanding that from time to time during the term of the Credit Agreement
and any Hedge Agreement the Credit Parties may be free from any Obligations.


 


b)       Upon any sale or other transfer by the Pledgor of any Collateral that is
permitted under the Credit Agreement to any Person, or upon the effectiveness
of any written consent to the release of the security interest granted hereby
in any Collateral pursuant to Section 14.1 of the Credit Agreement, the
obligations of such Pledgor with respect to such Collateral shall be
automatically released and such Collateral sold free and clear of the Lien
created hereby.


 


c)        In connection with any termination or release pursuant to paragraph (a) or
(b), the Administrative Agent shall execute and deliver to the Pledgor, at the
Pledgor’s expense, all documents that the Pledgor shall reasonably request to
evidence such termination or release. Any execution and delivery of documents
pursuant to this Section 11 shall be without recourse to or warranty by
the Administrative Agent.


 


12.           Reinstatement. This Pledge Agreement
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Obligations is rescinded or
must otherwise be restored or returned by the Administrative Agent or any other
Secured Party upon the insolvency, bankruptcy, dissolution, administration,
liquidation or reorganization of the Pledgor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Pledgor or any substantial part of its property, or otherwise,
all as though such payments had not been made.


 


13.           Notices. All notices, requests
and demands pursuant hereto shall be made in accordance with Section 14.2
of the Credit Agreement.


 


14.           Severability. Any provision of this
Pledge Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall invalidate or
render unenforceable such provision in any other jurisdiction. The parties
hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


15.           Integration. This pledge Agreement
and the Schedule and Annexes hereto represent the agreement of the Pledgor with
respect to the subject matter hereof and there are no promises, undertakings,
representations or warranties by the Administrative Agent or


 


10

















 


any other Secured Party relative to the subject
matter hereof not expressly set forth or referred to herein or in the other
Credit Documents.


 


16.           Amendments in Writing; No Waiver; Cumulative Remedies.


 


a)      None of the terms or provisions of this Pledge Agreement may be waived,
amended, supplemented or otherwise modified except by a written instrument
executed by the affected Pledgor and the Administrative Agent in accordance
with Section 14.1 of the Credit Agreement.


 


b)      Neither the Administrative Agent nor any Secured Party shall by any act
(except by a written instrument pursuant to Section 16(a) hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default or Event of Default or in
any breach of any of the terms and conditions hereof. No failure or exercise,
nor any delay in exercising, on the part of the Administrative Agent or any
other secured Party, any right, power or privilege hereunder shall operate as a
waiver hereof. No single or partial exercise of any right, power or privilege hereunder
shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. A waiver by the Administrative Agent or any
other Secured Party of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy that the Administrative Agent
or such other Secured Party otherwise have on any future occasion.


 


c)      The rights, remedies, powers and privileges herein provided are
cumulative, may be exercised singly or concurrently and not exclusive of any
other rights or remedies provided by law.


 


17.   Section Headings.
The Section Headings used in this Pledge Agreement are for convenience or
reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.


 


18.   Successors
and Assigns. This Pledge Agreement shall be binding upon the successors and
assigns of the Pledgor and shall insure to the benefit of the Administrative
Agent and the other Secured Parties and their respective successors and
assigns, except that the Pledgor may not assign, transfer or delegate any of
its rights or obligations under this Pledge Agreement without the prior written
consent of the Administrative Agent.


 


11
















 


SCHEDULE 2


 


Form of Accession Agreement


 


(on letterhead of acceding hedging
counterparty)


 


	
  To :

  	
  -

  	
  ROCKWOOD SPECIALITIES GROUP, INC., as “Pledgor”

  
	
   

  	
  -

  	
  CREDIT SUISSE FIRST BOSTON, acting through its
  Cayman Islands

  
	
   

  	
   

  	
  Branch, as “Administrative Agent”

  
	
   

  	
  -

  	
  ROCKWOOD ELECTRONIC MATERIAL S.A, as the “Company”

  



 


On [[specify
date]]


 


We refer to the pledge agreement entered into on
July 30, 2004 between, inter alia, the
Pledgor and the Administrative Agent relating to the pledge of 64.997 percent
of the shares held by the Pledgor in the Company (the “US French Pledge
Agreement”).


 


Pursuant to Section 1.(d) of the US French Pledge
Agreement, [[specify name of acceding
hedging counterparty]] (the “Acceding Lender”) hereby accedes
to the US French Pledge Agreement as Secured Party and therefore hereby agrees
to be bound by its provisions as though it were a Secured Party named therein.


 


The Acceding Lender hereby appoints the
Administrative Agent as its agent under and in accordance with the provisions
of the US French Pledge Agreement and of the Credit Agreement.


 


All notices, requests and demands to the Acceding
Lender pursuant to the US French Pledge Agreement shall be made in accordance
with Section 14.2 of the Credit Agreement and:


 


To: [[specify
address of acceding hedging counterparty]]


 


For the attention of: [[ ]]


fax number: [[ ]]


 


telephone number: [[ ]]


 


Unless otherwise defined herein, capitalized terms
in this accession agreement will have the meanings assigned to them in the US
French Pledge Agreement.


 


	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


12

















 


ANNEX 1


 


DECLARATION DE GAGE DE


 


COMPTE D’INSTRUMENTS FINANCIERS


 


La présente déclaration est soumise aux dispositions
de l’article L 431-4 du Code Monétaire et Financier.


 


LE SOUSSIGNE :


 


ROCKWOOD SPECIALTIES GROUP, INC., une société de droit américain (Delaware), ayant son siège social situé
à 100 Overlook Center Princeton, NJ 08542 — U.S.A., représentée par (represented by)
                              ,
dûment habilité aux fins des présentes,


 


(ci-après désigné le “Constituant”)


 


CONSTITUE EN GAGE LE COMPTE SPECIAL D’INSTRUMENTS
FINANCIERS :


 


n° 22 quinquies


 


(ci-après désigné le “Compte Nanti”).


 


OUVERT AU
NOM DU CONSTITUANT DANS LES LIVRES DE :


 


ROCKWOOD
ELECTRONIC MATERIALS SA, une société anonyme au capital  de €
40.308.576, dont le siège social est situé a Saint-Fromond — 50620 Saint-Jean
de Daye, immatriculée au registre du commerce et des sociétés de Coutances sous
le numéro unique d’identification 323 346 973,


 


(ci-après
désigné, en cette qualité, le “Teneur de
Compte”).


 


DANS LEQUEL SONT INSCRITS INITIALEMENT LES INSTRUMENTS
FINANCIERS CI-APRES :


 


	
  Nature :

  	
   

  	
  Actions nominatives d’une valetur nominale de
  146,30 euros chacune (les “Actions”).

  
	
   

  	
   

  	
   

  
	
  Emetteur :

  	
   

  	
  ROCKWOOD ELECTRONIC MATERIALS SA, une société anonyme au capital de € 40.308.576, dont le siège social
  est situé à Saint-Fromond — 50620 Saint-Jean de Daye, immatriculée au
  registre du commerce et des sociétés de

  



 


 


13

















 


	
   

  	
   

  	
  Coutances sous le numéro unique d’identification
  323 346 973, (ci-après, la “Société”).

  
	
   

  	
   

  	
   

  
	
  Nombre :

  	
   

  	
  179.082 Actions.

  



 


AU BENEFICE


 


des banques ou autres entités listées en annexe à la
présente déclaration de gage et de toute autre entité qui deviendrait partie en
tant que “Secured Party” à
la convention de nantissement de compte d’instruments financiers de langue
anglaise intitulée “US French Pledge
Agreement” en date du 30 juillet 2004 (le “US French
Pledge Agreement”), conclue
dans le cadre d’un contrat de crédit intitulé “Credit
Agreement” en date du 30 juillet 2004 entre notamment le Constituant
en tant que “US Borrower”, UBS
SECURITIES LLC and GOLDMAN SACHS CREDIT PARTNERS L.P.en tant que “Co-Syndication Agents” et CREDIT SUISSE
FIRST BOSTON (agissant par l’intermédiaire de sa succursale des Iles Cayman) en
tant que “Administrative and Collateral
Agent” et dont un exemplaire est remis à la Société avec la présente
déclaration de gage


 


(ci-après désignées individuellement ou
collectivement le “Bénéficiaire”)


 


représentées par CREDIT SUISSE FIRST BOSTON
(agissant par l’intermédiaire de sa succursale des Iles Cayman), dont l’adresse
est Eleven Madison Avenue, New York, NY 10010, United States of America,
agissant en qualité de mandataire en tant que “Administrative
and Collateral Agent” au nom et pour le compte du Bénéficiaire, ou
tout autre successeur de CREDIT SUISSE FIRST BOSTON en cette qualité,


 


EN GARANTIE DU PAIEMENT DES SOMMES DUES AU TITRE DES
OBLIGATIONS CI-APRES DEFINIES :


 


le paiement de toutes les sommes en principal,
intérêts ou autres accessoires dues ou venant à être dues au Bénéficiaire, y
compris en cas de déchéance du terme, au titre des Obligations telles que définies à la section 1(c) du US French Pledge Agreement (les “Obligations Garanties”) ;


 


DANS LES CONDITIONS SUIVANTES :


 


Conformément aux dispositions de l’article L 431-4
du Code Monétaire et Financier et aux stipulations du US French Pledge Agreement.


 


Fait à             ,
le [[ ]] 2004.


 


LE CONSTITUANT


 


	
   

  	
   

  
	
  ROCKWOOD SPECIALTIES GROUP, INC.

  	
   

  
	
  Représentée par (represented
  by)

  	
   

  



 


14

















 


Annexe


 


Credit Suisse First Boston, acting through its
Cayman Islands branch

Uetilbergstrasse, CH 8070

Zurich, Switzerland


 


UBS Securities LLC

677 Washington Boulevard

Stamford, Connecticut 06901


 


UBS Loan Finance LLC

677 Washington Boulevard

Stamford, Connecticut 06901


 


Goldman Sachs Credit Partners L.P.

Church Street, Hamilton HM CX

Bermuda


 


15

















 


ANNEX 2


 


CERTIFICATE OF PLEDGE OF FINANCIAL INSTRUMENTS ACCOUNT


 


(L 431-4 of the French Monetary and Financial
Code)


 


After examination of the déclaration de gage of the financial instruments account,


 


dated : [[ ]] 2004


 


signed by :             ROCKWOOD
SPECIALTIES GROUP, INC., a company organised and existing under the
laws of Delaware (USA), having its registered office at 100 Overlook Center
Princeton, NJ 08542 — USA, represented by
                                  
( the “Pledgor”)


 


for the benefit of:


 


·                  the banks or other entities listed in Annex attached to said declaration de gage and such other entity
from time to time party as “Secured Party” to the pledge of financial
instruments account entitled “US French Pledge Agreement” dated July 30, 2004;


 


(hereafter jointly or severally referred to
as the “Beneficiary”)


 


represented by CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands Branch, whose address is Eleven Madison Avenue, New
York, NY 10010, United States of America, acting as Administrative and
Collateral Agent, or any successor, endorsee, transferee and assign of CREDIT
SUISSE FIRST BOSTON in such capacity.


 


We, acting in our capacity as Account Holder (“Teneur de Compte”),


 


1/                                      hereby certify that as from the date hereof the pledge over the financial
instruments account, the references of which appear in said declaration de gage (the “Pledged Account”), is duly registered in
our securities registers (“registre des
mouvements de titres”) for the benefit of the Beneficiary;


 


2/                                      hereby certify that as from the date hereof all the financial instruments
identified in said déclaration de gage are
duly registered in the Pledged Account; and


 


3/                                      acknowledge and accept to refrain from any act or action that would be in
contradiction with the prohibition of the Pledgor from disposing of the
financial instruments in the Pledged Account and their income and proceeds in
any currency, subject to and in accordance with the conditions provided for by
the US French Pledge Agreement, a copy of which we were given with the
above-mentioned déclaration de gage.


 


16

















 


Made in
                                    ,

on [[  ]] 2004


 


The Account Holder:


 


 


	
   

  	
   

  
	
  Rockwood Electronic Materials SA

  	
   

  
	
  By: [[Reg Stephenson]]

  	
   

  
	
  Title: [[Président
  Directeur Général]]

  	
   

  



 


17
















 


EXHIBIT
C-1


 


FORMS
OF GERMAN ABSTRACT ACKNOWLEDGEMENTS OF INDEBTEDNESS


 


Dated July 30, 2004


 






 


ROCKWOOD SPECIALTIES GROUP, INC. (1)


 


CREDIT SUISSE FIRST BOSTON (2)


 






 


ABSTRACT ACKNOWLEDGEMENT OF

INDEBTEDNESS II

(Abstraktes Schuldanerkenntnis)


 






 

















 


THIS AGREEMENT is made BETWEEN:


 


(1)         Rockwood Specialties
Group, Inc., a Delaware corporation having its business address at 100 Overlook
Center, Princeton, NJ 08542, USA,


 


- hereinafter referred to as the “Debtor” -


 


and


 


(2)         Credit Suisse First
Boston, a New York banking corporation having its business address at Eleven
Madison Avenue, New York, NY 10010, USA, acting through its Cayman Islands
Branch,


 


- hereinafter referred to as the “Creditor” -


 


Preamble


 


(A)         Rockwood Specialties
Group, Inc. (the “US Borrower”)
and Rockwood Specialties Limited, a company incorporated under the laws of
England and Wales (the “UK Borrower”),
as borrowers, the lenders, JPMorgan Chase Bank as administrative agent for the
lenders, and others have entered into a Credit Agreement dated as of July 23,
2003 (the “Original Credit Agreement”),
as amended, pursuant to which the borrowers have been made available loans and
letters of credit for the account of the borrowers by the lenders.


 


(B)         The US Borrower, the UK
Borrower, Rockwood Specialties International, Inc., the Lenders (as defined in
the Credit Agreement (as defined below)) from time to time party thereto,
Credit Suisse First Boston acting through its Cayman Islands Branch as
administrative agent (the “Administrative
Agent”) and collateral agent, and UBS Securities LLC and Goldman
Sachs Credit Partners L.P., as co-syndication agents, entered into a credit
agreement dated as of July 30, 2004 (the “Credit
Agreement”), as amended pursuant to which the Lenders have severally
agreed to make loans to the US Borrower and the UK Borrower (the US Borrower
and the UK Borrower together also the “Borrowers”)
and the Letter of Credit Issuer (as defined in the Credit Agreement) has agreed
to issue letters of credit for the account of the Borrowers (collectively, the “Extension of Credit”), upon the terms and
subject to the conditions set forth therein and one or more Lenders or
affiliates of Lenders may from time to time enter into Hedge Agreements (as
defined below) with the US Borrower or any of the Restricted Subsidiaries (as
defined in the Credit Agreement).


 


(C)         It is a condition
precedent to the obligation of the Lenders, the Letter of Credit Issuer and the
Creditor to make their respective Extensions of Credit to the US Borrower under
the Credit Agreement that the Debtor shall have executed and delivered this
Abstract Acknowledgement of Indebtedness H (Abstraktes
Schuldanerkenntnis) (this “Agreement”)
to the Creditor.


 


NOW IT
IS HEREBY AGREED as follows:


 


2

















 


1                                         Headings,
capitalized terms, references and language


 


1.1           Headings are for ease of
reference only and shall not affect the construction of this Agreement.


 


1.2           Unless otherwise defined
herein or unless the context otherwise requires, capitalized terms defined in
the Credit Agreement, shall have the same meaning when used in this Agreement.


 


1.3           As used herein, the term “Closing
Time” means 24:00 (German time) on July 31, 2004, being the “Closing
Date”.


 


1.4           As used herein,
the term “Obligations” means the collective reference to (i) the
due and punctual payment of (x) the principal of and premium, if any, and
interest at the applicable rate provided in the Credit Agreement (including
interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans granted to the US Borrower, when and
as due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise, (y) each payment required to be made by the US Borrower under the Credit Agreement in
respect of any Letter of Credit, when and as due, including payments in respect
of reimbursement of disbursements, interest thereon and obligations to provide
cash collateral, and (z) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent,
future, fixed or otherwise (including monetary obligations incurred during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding), of
the US Borrower or any other Credit Party to any of the Secured Parties under
the Credit Agreement and the other Credit Documents, (ii) the due and punctual
performance of all covenants, agreements, obligations and liabilities of the US
Borrower under or pursuant to the Credit Agreement and the other Credit
Documents (provided always that such covenants, agreements, obligations and
liabilities are capable of being transformed into financial obligations), (iii)
the due and punctual payment and performance of all the covenants, agreements,
obligations and liabilities of each other Credit Party under or pursuant to
this Agreement or the other Credit Documents (provided always that such
covenants, agreements, obligations and liabilities are capable of being
transformed into financial obligations), (iv) the due and punctual payment and
performance of all obligations of each Credit Party under each Hedge Agreement
that (x) is in effect on the Closing Date with a counterparty that is a Lender
or an Affiliate of a Lender as of the Closing Date or (y) is entered into after
the Closing Date with any counterparty that is a Lender or an Affiliate of a
Lender at the time such Hedge Agreement is entered into (provided always that
the performance of obligations is capable of being transformed into financial
obligations), and (v) the due and punctual payment and performance of all
obligations in respect of overdrafts and related liabilities owed to the
Creditor or its Affiliates arising from
or in connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds (provided always
that the performance of obligations is capable of being transformed into
financial obligations).


 


3

















 


1.5           As used herein, the term “Secured Parties” means (i) the Lenders, (ii) the Letter of
Credit Issuer, (iii) the Swingline Lender, (iv) the Administrative Agent, (v)
the Co-Syndication Agents, (vi) the Documentation Agent, (vii) each
counterparty to a Hedge Agreement the obligations under which constitute
Obligations, (viii) the beneficiaries of each indemnification obligation
undertaken by any Credit Party under any Credit Document and (ix) any
successors, indorsees, transferees and assigns of each of the foregoing.


 


1.6           References to “Lenders” in
this Agreement shall be deemed to include Affiliates of Lenders that may from
time to time enter into Hedge Agreements with the US Borrower.


 


1.7           The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular prevision of this
Agreement, and clause references are to clauses of this Agreement unless
otherwise specified. The words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”.


 


1.8           The meanings given to terms
defined herein shall be equally applicable to both the singular and plural
forms of such terms.


 


1.9           This Agreement is made in
the English language. For the avoidance of doubt, the English language version
of this Agreement shall prevail over any translation of this Agreement.
However, where a German translation of a word or phrase appears in the text of
this Agreement, the German translation of such word or phrase shall
prevail.


 


2                                         Abstract
Acknowledgement of Indebtedness


 


The
Debtor hereby acknowledges with effect immediately upon the Closing Time by way
of an abstract acknowledgement of indebtedness (in
Form eines abstrakten Schuldanerkenntnisses) that  it owes US
$ 470,000,000 (in words: four hundred and seventy million US dollars) to the
Creditor (hereinafter referred to as the “Abstract Acknowledgement of
Indebtedness II”). The Abstract Acknowledgement of
Indebtedness II (which
constitutes the independent obligation to pay the above-mentioned amount) is
subject to interest in the amount of twelve (12) percent per year from the date
of execution of this Agreement, and the
Abstract Acknowledgement of Indebtedness II shall extent to such interest
payment.


 


3                                         Maturity
and Realization of the Abstract Acknowledgement of Indebtedness II and Security
Purpose


 


3.1           If any Event of Default
under the Credit Agreement with respect to the Underlying Obligations (as
defined below) shall have occurred and be continuing, the Abstract
Acknowledgement of Indebtedness II becomes due and payable and the Creditor
shall be entitled to demand full or partial payment under the Acknowledgment of
Indebtedness II in any legally permissible manner to the extent necessary to
satisfy the outstanding Underlying Obligations from time to time.  However, for the avoidance of doubt, the Creditor shall not be required to obtain any
prior court ruling or to present any other executory title or document
justifying payment request.


 


4

















 


When
requesting payment under this Abstract Acknowledgement of Indebtedness II, the
Creditor shall inform the Pledgor in writing about the amount requested and
give further information as to which of the Underlying Obligations to the
payment request relates.


 


3.2           Irrespective of clause 3.1 and the Underlying Obligations (as defined in
clause 4.1), this Abstract
Acknowledgement of Indebtedness II constitutes an independent obligation of the
Debtor.


 


3.3           The purpose of this Abstract
Acknowledgement of Indebtedness II is to secure the Underlying Obligations.


 


4              Underlying Obligations


 


4.1           The Abstract Acknowledgement of Indebtedness II is made with regard to
the payment of all Obligations under the Credit Documents of the US Borrower.
Without limiting the generality of the foregoing, this Agreement is made with
regard to the payment of all amounts that constitute part of the Obligations under the Credit Documents and would
be owed by the US Borrower to the Secured Parties but for the fact that they
are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the US Borrower and/or each
other Credit Party (hereinafter collectively referred to as the “Underlying Obligations”).


 


4.2           The Debtor’s obligations
under this Agreement shall not affect any of the Debtor’s obligations, promises
and other liabilities under the other Credit Documents and any Hedge Agreement.


 


5                                         Declaration
of trust


 


Each
of the Debtor and the Creditor acknowledges that all rights and claims
constituted by this Agreement and all rights, claims, and moneys paid to the
Creditor or held by the Creditor pursuant to or in connection with this
Agreement are held by the
Creditor with effect from the date of this Agreement on trust (treuhanderisch) for the Secured Parties
and administered in accordance with the Credit Agreement.


 


6                                         Application
of proceeds


 


6.1           The Creditor shall apply,
vis-à-vis the Secured Parties, the proceeds of any payment of the Debtor under
this Agreement or from the enforcement of any security interest securing the
claim hereunder after receipt as follows:


 


6.1.1        first, to the payment of all
reasonable and documented costs and expenses incurred by the Creditor in
connection with such payment or otherwise in connection with this Agreement,
the other Credit Documents or any of the Underlying Obligations owed by the US
Borrower, including all court costs and the reasonable fees and expenses of its
agents and legal counsel, the repayment of all advances made by the Creditor
hereunder or under any other Credit Document on behalf of the Debtor and any
other reasonable and documented costs or expenses incurred in connection with
the exercise of any right or remedy hereunder or under any other Credit
Document;


 


5

















 


6.1.2        second, to the Secured
Parties, an amount equal to all Underlying Obligations owed by the US Borrower
to them on the date of any such distribution, and, if such moneys shall be
insufficient to pay such amounts in full, then ratably (without priority of any
one over any other) to such Secured Parties in proportion to the unpaid amounts
thereof;


 


6.1.3        third, any surplus then
remaining shall be paid to the US Borrower or its successors or assigns or to
whomsoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct.


 


7                                         Further
assurance


 


The
Debtor will execute any and all further documents, financing statements,
agreements and instruments, and take all such further actions (including the
filing and recording of financing statements, mortgages, deeds of trust and
other documents), which may be  required under any applicable law, or
which the Creditor or the Required Lenders may reasonably request, in order to
effectuate the transactions contemplated by this Agreement and in order (x) to
grant, preserve, protect and perfect the validity and priority of the security
interests created or intended to be created hereby or (y) to enable the
Creditor to exercise and enforce its rights and remedies hereunder with respect
to any Collateral, all at the expense of such Debtor.


 


8                                         Assignment
and transfer


 


8.1           The Creditor shall, at any
time, have the right to assign, to transfer or to dispose of all or any part of
its rights or obligations or both under this Agreement to any of the Secured
Parties or any Person becoming a Secured Party and the Debtor shall execute all
such documents and do all such acts and things which the Creditor may
reasonably require in connection with such transfer, assignment or disposal.


 


8.2           The Debtor shall not be
entitled to assign, to transfer, or to dispose of all or any part of its rights
or obligations or both hereunder.


 


8.3           The Debtor hereby agrees to
any accession of a new party and any change to the parties to the Credit
Documents. The Debtor further agrees that notwithstanding any such accession of
a party or change to the parties to the Credit Documents or any assignment,
transfer or disposal as contemplated in clause 8.1 above, this Agreement shall
remain in full force and effect.


 


9                                         Costs
and expenses


 


All
reasonable costs and expenses arising from the execution of this Agreement,
from amendments or prolongation thereof or any costs arising from the
enforcement or preservation of the Creditor’s rights hereunder shall be borne
by the Debtor, whereby the Creditor is entitled to mandate a third party to
perform such actions in its own name but for the Debtor’s account.


 


6

















 


10                                  Indemnity


 


10.1         The Creditor shall not be
liable for any loss or damage which is suffered by the Debtor save in respect
of such loss or damage which is suffered as a result of willful misconduct (Varsatz) or gross negligence (grobe Fahrlassigkeit) of the Creditor.


 


10.2         The Debtor shall indemnify
the Creditor and keep the Creditor indemnified against any losses, actions,
claims, expenses, demands and liabilities which may be made against or incurred
by the Creditor for anything done
or omitted in the exercise or purported exercise of the powers and rights under
this Agreement or occasioned by any breach of the Debtor of any of its
obligations or undertakings contained herein, provided always that there will
be no such indemnification, to the extent that such losses, actions, claims,
expenses, demands and liabilities are incurred by or made against the Creditor
as a result of willful misconduct or gross negligence of the Creditor.


 


11                                  Duration,
period of limitation and partial invalidity


 


11.1         This Agreement shall remain
in full force and effect until the Underlying Obligations of the US Borrower,
in the sole opinion of the Creditor, have been completely satisfied and all
facilities which might give rise to such obligations, promises and/or
liabilities have terminated.


 


11.2         The parties hereby agree
that the period of limitation (Verjiihrungsfrist)
for the Creditor’s rights and claims under the Abstract
Acknowledgement of Indebtedness II shall be twelve (12) years from the Abstract
Acknowledgement of Indebtedness II coming into existence (Entstehung).


 


11.3         Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


11.4         In case of a-prohibited,
invalid or unenforceable provision         the parties hereby agree to replace such provision
by a valid one which reflects the economic purpose of the invalid provision as
closely as possible.


 


11.5         This Agreement shall create
continuing and independent obligations of the Debtor under the Abstract
Acknowledgement of Indebtedness II and no change or amendment to the Credit
Documents shall affect the validity and the scope of this Agreement nor the
obligations which are imposed on the Debtor pursuant to it.


 


11.6         This Agreement shall inure
to the benefit of the Creditor, its successors and assigns.


 


12                                  Notices
and other matters


 


12.1         Notices


 


Every
notice, request demand or other communication under this Agreement shall:


 


7

















 


12.1.1      be in writing delivered
personally or by prepaid letter (airmail if available) or fax;


 


12.1.2      be deemed to have been
received, subject as otherwise provided in this Agreement, in the case of a
letter, when delivered personally or ten (10) days after it has been put into
the post and, in the case of a fax, when a complete and legible copy is
received by the addressee (unless the time of dispatch of any fax is after
close of business in which case it shall be deemed to have been received at the
opening of business on the next business day); and


 


12.1.3      be sent


 


(a)           to
the Debtor at:


 


Rockwood
Specialties Group, Inc.

100 Overlook Center

Princeton, NJ 08542

USA

Attention: 

Fax:


 


with
a copy to:


 


Kohlberg
Kravis Roberts & Co., L.P.

9 West 57th Street

Suite 4200

New York, NY 10019

USA


 


Attention:


Fax:


 


(b)           to the Creditor at:


 


Credit
Suisse First Boston

Eleven Madison Avenue

New York

NY 10010


 


Attention:


Fax:


 


or
to such other address or fax number as is notified by the relevant party to the
other parties to this Agreement.


 


12.2         No implied waiver, remedies
cumulative


 


No
failure or delay on the part of the Creditor to exercise any power, right or remedy
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial


 


8

















 


exercise
by the Creditor of any power, right or remedy preclude any other or further
exercise thereof or the exercise of any power, right or remedy. The remedies
provided in this Agreement are cumulative and are not exclusive of any remedies
provided by law.


 


12.3         English translations


 


All
documents to be delivered under or supplied in connection with this Agreement
shall be in the English language or shall be accompanied by a certified
translation into English upon which the recipient shall be entitled to rely.


 


12.4         Counterparts


 


This
Agreement may be executed in any number of counterparts (whether by facsimile or
otherwise, but, if by facsimile, with the original signed pages being promptly
sent to the Creditor by prepaid letter (and the Creditor is hereby authorized
to incorporate such pages into bound originals)) and by the different parties
on separate counterparts, each of which when so executed and delivered shall be
an original, but all counterparts shall together constitute one and the same
agreement.


 


13                                  Changes
and amendments


 


Changes
to and amendments of this Agreement including this subsection must be made in
writing , signed by all of the parties hereto.


 


14                                  Choice
of law and venue


 


14.1         THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE FEDERAL REPUBLIC
OF GERMANY.


 


14.2         The Debtor hereby
irrevocably and unconditionally:


 


14.2.1      submits itself in any legal
action or proceeding relating to this Agreement, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of Frankfurt am Main, Germany, the courts of the
State of New York, the courts of the United States of America for the Southern
District of New York and appellate courts from any thereof;


 


14.2.2      consents that any such action
or proceeding may be brought in such courts and waives any objection that it
may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same; and


 


14.2.3.     agrees that nothing herein
shall limit the right of the Creditor to take legal actions before any other
court of competent jurisdiction.


 


9

















 


15                                  Process agent


 


15.1         For the purpose of any suit,
action, proceeding or settlement of dispute in the German courts, the Debtor
hereby appoints (bestellt) and
authorizes (bevollmiichtigt) a
process agent (Zustellungsbevollmeichtigten)
to accept service of process in respect of any such suit, action,
proceeding or settlement of dispute in connection with this Agreement, the
identity of which is as follows:


 


Rockwood
Specialties GmbH

Mühlstr. 118

65396 Walluf

Germany


 


Fax No. 

Tel. No. 

attn.


 


15.2         If for any reason, such
process agent no longer serves as agent to receive process in the Federal
Republic of Germany, the Debtor shall promptly notify the Creditor and within
30 days appoint a substitute process agent acceptable to the Creditor.


 


Signature Page follows


 


10
















 


EXHIBIT C-2


 


FORM
OF GERMAN ASSIGNMENT OF CLAIMS


 


Dated July 30, 2004


 






 


ROCKWOOD SPECIALTIES GMBH41)


 


ROCKWOOD PIGMENTE HOLDING GMBH (2)


 


SILO PIGMENTE GMBH (3)


 


CREDIT SUISSE FIRST BOSTON (4)


 






 


ASSIGNMENT OF CLAIMS

(Forderungsabtretung)


 






 

















 


THIS AGREEMENT is made BETWEEN:


 


(1)                                  Rockwood
Specialties GmbH, a corporation (Gesellschaft
mit beschränkter Haftung) incorporated under the laws of the Federal
Republic of Germany, having its business address at Whist. 118, 65396 Walluf,
Germany, registered with the commercial register of the local court of
Wiesbaden under HR B 17839;


 


(2)                                  Rockwood
Pigmente Holding GmbH, a corporation (Gesellschaft
mit beschränlder Haftung) incorporated under the laws of the Federal
Republic of Germany having its business address at Mühlstr. 118, 65396 Walluf,
Germany, registered with the commercial register of the local court of
Wiesbaden under HR B 17837, Germany;


 


(3)                                  Silo Pigmente
GmbH, a corporation (Gesellschaft mit
beschränkter Haftung) incorporated under the laws of the Federal
Republic of Germany having its business address at Mühlstr. 118, 65396 Walluf,
Germany, registered with the commercial register of the local court of
Wiesbaden under HR B 17832, Germany,


 


- hereinafter collectively referred to as the “Security Providers” -


 


(4)                                  Credit Suisse
First Boston, a New York banking corporation having its business address at
Eleven Madison Avenue, New York, NY 10010, USA, acting through its Cayman
Islands Branch,


 


- hereinafter
referred to as the “Security Recipient”
-


 


Preamble


 


(A)                              Rockwood
Specialties Group, Inc. (the “US Borrower”) and Rockwood
Specialties Limited, a company incorporated under the laws of England and Wales
(the “UK
Borrower”), as borrowers, the lenders, JPMorgan Chase Bank as
administrative agent for the lenders, and others have entered into a Credit
Agreement dated as of July 23, 2003 (the “Original Credit Agreement”),
as amended pursuant to which the borrowers have been made available
loans and letters of credit for the account of the borrowers by the lenders.


 


(B)                                The US
Borrower, the UK Borrower, Rockwood Specialties International, Inc., the
Lenders (as defined in the Credit Agreement (as defined below)) from time to
time party thereto, Credit Suisse First Boston acting through its Cayman
Islands Branch as administrative agent (the “Administrative Agent”) and
collateral agent, and UBS Securities LLC and Goldman Sachs Credit Partners
L.P., as co-syndication agents, entered into a credit agreement dated as of
July 30, 2004 (the “Credit Agreement”), as amended
pursuant to which the Lenders have severally agreed to make loans to the US
Borrower and the UK Borrower (the US Borrower and the UK Borrower together also
the “Borrowers”)
and the Letter of Credit Issuer (as defined in the Credit Agreement) has
agreed to issue letters of credit for the account of the Borrowers
(collectively, the “Extension of Credit”), upon the
terms and subject to the conditions set forth therein  and one or more
Lenders or affiliates of Lenders may from time to time enter into Hedge


 

















 


Agreements (as defined below) with the US Borrower
or any of the Restricted Subsidiaries (as defined in the Credit Agreement).


 


(C)                                The proceeds of
the Extensions of Credit will be used in part to enable the UK Borrower to make
valuable transfers to the Security Providers in connection with the operation
of their respective business.


 


(D)                               Each Security
Providers acknowledges that it will derive substantial direct and indirect
benefit from the Extensions of Credit.


 


(E)                                 It is a
condition precedent to the obligation of the Lenders and the Letter of Credit
Issuer to make their respective the Extensions of Credit to the UK Borrower
under the Credit Agreement that each of the Security Providers shall have
executed and delivered this Global Assignment Agreement to the Security
Recipient for the ratable benefit of the Secured Parties.


 


NOW, THEREFORE, in
consideration of the premises and to induce the Security Recipient, the
Co-Syndication Agents, the Documentation Agent, the Lenders and the Letter of
Credit Issuer to enter into the Credit Agreement and to induce the Lenders and
the Letter of Credit Issuer to make their respective Extensions of Credit to
the UK Borrower under the Credit Agreement and to induce one or more Lenders or
affiliates of Lenders to enter into Hedge Agreements with the UK Borrower, the
Security Providers hereby agree with the Security Recipient, for the ratable
benefit of the Secured Parties, as follows:


 


1                                         Headings,
capitalized terms and references


 


1.1                                 Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.


 


1.2                                 As used herein,
the term “Closing Time” means 24:00 (German time)
on July 31, 2004, being the “Closing Date”.


 


1.3                                 As used herein,
the term “Obligations” means the collective
reference to (i) the due and punctual payment of (x) the principal of and
premium, if any, and interest at the applicable rate provided in the Credit
Agreement (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Loans extended to the UK
Borrower, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (y) each payment required to be
made by the UK Borrower under the Credit Agreement in respect of any Letter of
Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral, and
(z) all other monetary obligations, including fees, costs, expenses and
indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the UK Borrower or any other
Credit Party that is a Foreign Subsidiary to any of the Secured Parties under
the Credit Agreement and the other Credit Documents, (ii) the due and punctual
performance


 


2

















 


of all covenants, agreements, obligations and
liabilities of the UK Borrower under or pursuant to the Credit Agreement and
the other Credit Documents, (iii) the due and punctual payment and performance
of all the covenants, agreements, obligations and liabilities of each other
Credit Party that is a Foreign Subsidiary under or pursuant to this Agreement
or the other Credit Documents, (iv) the due and punctual payment and
performance of all obligations of the UK Borrower and each Credit Party that is
a Foreign Subsidiary under each Hedge Agreement that (x) is in effect on the
Closing Date with a counterparty that is a Lender or an affiliate of a Lender
as of the Closing Date or (y) is entered into after the Closing Date with any
counterparty that is a Lender or an affiliate of a Lender at the time such
Hedge Agreement is entered into and (v) the due and punctual payment and
performance of all obligations in respect of overdrafts and related liabilities
owed to the Security Recipient or its affiliates by the UK Borrower or any
Credit Party that is a Foreign Subsidiary arising from or in connection with
treasury, depositary or cash management services or in connection with any
automated clearinghouse transfer of funds.


 


1.4                                 As used herein,
the term “Secured Parties” means (i) the Lenders,
(ii) the Letter of Credit Issuer, (iii) the Swingline Lender, (iv) the Security
Recipient, (v) the Co-Syndication Agents, (vi) the Documentation Agent, (vii)
each counterparty to a Hedge Agreement the obligations under which constitute
Obligations, (viii) the beneficiaries of each indemnification obligation
undertaken by the UK Borrower or any Credit Party that is a Foreign Subsidiary
under any Credit Document, (ix) any successors, endorsees, transferees and
assigns of each of the foregoing.


 


1.5                                 References to “Lenders”
in this Agreement shall be deemed to include Affiliates of Lenders that may
from time to time enter into Hedge Agreements with the UK Borrower.


 


1.6                                 The words “hereof’,
“herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Section references are to Sections of this
Agreement unless otherwise specified. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.


 


1.7                                 The meanings
given to terms defined herein shall be equally applicable to both the singular
and plural forms of such terms.


 


1.8                                 Headings are
for ease of reference only and shall not affect the construction of this
Agreement.


 


1.9                                 This Agreement
is made in the English language. For the avoidance of doubt, the English
language version of this Agreement shall prevail over any translation of this
Agreement. However, where a German translation of a word or phrase appears in
the text of this Agreement, the German translation of such word or phrase shall
prevail.


 


2                                         Assignment


 


                                                Each of the
Security Providers (each Security Provider to the extent it has title to the
relevant claims) hereby assigns (tritt ab) to
the Security Recipient all of its present and


 


3

















 


future accounts receivable (Forderungen)
against all enterprises related to such Security Provider within the meaning of
Sections 15 et seq. of the German Stock Corporation Act (AktG), including but
not limited to, in case of Silo Pigmente GmbH, any claims under the business
lease agreement (Betriebspachtvertrag) between
Brockhues GmbH & Co. KG (formerly known as Chemische Werke Brockhues AG)
and Silo Pigmente GmbH dated 5 January 1998 (hereinafter collectively referred
to as the “Assigned Claims”). The Security
Recipient hereby accepts. such assignments. Such assignments of the Assigned
Claims shall become effective immediately upon the Closing Time.


 


3                                         Time of
assignment


 


                                                The present
Assigned Claims shall pass over to the Security Recipient upon the execution of
this Agreement, and all future Assigned Claims shall pass over to the Security
Recipient at the time at which they come into being.


 


4                                         Assignment
and transfer of ancillary rights


 


4.1                                 Together with
all claims and rights assigned in accordance with this Agreement to the
Security Recipient, all security interests and all ancillary rights pertaining
to the Assigned Claims (including insurance claims) as well as all rights
resulting from the underlying agreements are hereby assigned and transferred (übertragen) to the Security Recipient. To the extent the
Security Recipient has received tangible assets as security for the Assigned
Claims, the parties agree that title in these assets is hereby transferred to
the Security Recipient. If a Security Provider is in direct possession of the
assets, the transfer of possession is substituted by such Security Provider
holding the same, with the diligence of a prudent businessman, in custody for
the Security Recipient free of charge. To the extent the assets are in the direct
possession of third parties, all Security Provider’s claims to demand delivery
(Herausgabeanspruch) against the direct
possessor are hereby assigned to the Security Recipient. The Security Recipient
accepts such transfer and assignment.


 


4.2                                 If deemed
necessary by the Security Recipient, upon request, each Security Provider shall
take any action necessary, particularly make any necessary statements, to
transfer and assign such security interests, claims, assets, and ancillary
rights to the Security Recipient.


 


4.3                                 Any security
interest transferred under this clause 4 shall be for the-purpose of securing   the Secured Claims (as defined below).


 


4.4                                 The Assigned
Claims and all other claims, rights, and security interests assigned and
transferred under this Agreement to the Security Recipient are hereinafter
collectively also referred to as the “Collateral”.


 


5                                         Secured
Claims


 


                                                The Collateral
shall serve as security for the prompt and complete payment and performance of
all Obligations (always provided that such obligations are capable of


 


4

















 


being transformed into financial obligations)
towards the Secured Parties or any of them (hereinafter collectively referred
to as the “Secured Claims”).


 


6                                         Declaration
of trust


 


                                                Each of the
Security Providers and the Security Recipient acknowledges that all Collateral
constituted by this Agreement and all moneys, property, claims, rights and
assets paid to the Security Recipient or held by the Security Recipient
pursuant to or in connection with this Agreement are held and administered by
the Security Recipient with effect from the date of this Agreement on trust (treuhänderisch) for the Secured Parties and administered in
accordance with the Credit Agreement.


 


7                                         Representations
and warranties, Covenants


 


                                                Each of the
Security Providers represents and warrants to the Security Recipient that:


 


7.1                                 each of the
Security Providers has the requisite power and authority to enter into this
Agreement and all necessary corporate action has been taken and all necessary
approvals and consents for the execution and performance of this Agreement have
been obtained;


 


7.2                                 it is the sole
owner of the Collateral, has full title thereto and is entitled to assign
and/or transfer the Collateral to the Security Recipient;


 


7.3                                 this Agreement
constitutes a first priority right in the Collateral and the Collateral is not
subject to any prior or pari passu
rights, including but not limited to rights of pledge, rights of usufruct or
attachment; and


 


7.4                                 the
representations and warranties set forth in Section 8 of the Credit Agreement
as they relate to each Security Provider or in the other Credit Documents to
which such Security Provider is a party, each of which is hereby incorporated
herein by reference, are true and correct, and the Security Recipient and each
other Secured Party shall be entitled to rely on each of them as if they were
fully set forth herein.


 


7.5                                 Each Security
Provider hereby covenants and agrees with the Security Recipient and each other
Secured Party that, from and after the date of this Agreement until the
Obligations under the Credit Documents are paid in full, the Commitments are
terminated and no Letter of Credit drawn by the UK Borrower remains
outstanding, each Security Provider shall take, or shall refrain from taking,
as the case may be, all actions that are necessary to be taken or not taken so
that no violation of any provision, covenant or agreement contained in Section
9 or 10 of the Credit Agreement, and so that no Default or Event of Default, is
caused by any act or failure to act of any Security Provider or any of its
Subsidiaries.


 


8                                         Transfer
of legal title of cheques and bills of exchange


 


8.1                                 If payments in
relation to the Collateral are made by cheque or bills of exchange, legal title
to such securities as well as the vested rights thereto are (in advance)
assigned and transferred to the Security Recipient, who accepts such assignment
and transfer. The


 


5

















 


transfer of the cheques or bills of exchange is
hereby substituted by each Security Provider holding the same, with the
diligence of a prudent business man, in custody for the Security Recipient free
of charge. If the cheques or bills of exchange are in the physical possession
of third parties, each Security Provider hereby assigns to the Security
Recipient its present and future claims against these third parties, especially
its rights to demand the surrender of the products. The Security Recipient
hereby accepts such assignment


 


8.2                                 Until the
occurrence of an Enforcement Event (as defined below), the Security Recipient
shall have the right to collect the cheques and bills of exchange for payment.
Upon the Security Recipient’s request or after notice of the assignments
created hereunder in accordance with clause 10 below, the relevant Security
Provider shall immediately endorse the cheques and bills of exchange and
deliver them to the Security Recipient.


 


9                                         Collection
of Assigned Claims by Security Provider


 


                                                Until the
occurrence of an Enforcement Event (as defined below), each Security Provider
is entitled to collect and receive payments made by the relevant third party
debtor with respect to the Assigned Claims.


 


10                                  Collection
of Assigned Claims by the Security Recipient


 


10.1                           Upon the
occurrence and continuance of an Event of Default as defined in Section 11 of
the Credit Agreement and the Secured Claims (or any parts thereof) have become
due and payable (fällig) (an “Enforcement
Event”) the Security Recipient is entitled to revoke or otherwise
limit the Security Providers’ power of collection and to notify the relevant
third party debtor accordingly in its own name and also on behalf of the
Security Providers. Upon notification of the relevant third party debtor, the
Security Recipient may collect the Assigned Claims in its own name or in the
name of the Security Providers. The Security Recipient, however, is not obliged
to collect the Assigned Claims by itself. Upon request of the Security
Recipient, the Security Providers shall collect the Assigned Claims and deliver
all proceeds thereunder promptly to the Security Recipient.


 


10.2                           The Security
Recipient will notify the revocation or limitation of the power of collection
and/or the notification of the third party debtors to the Security Providers in
writing ten (10) days in advance. The Security Recipient can refrain from
giving previous notification, if the Security Providers (or any of them)
suspend their payments or if the Security Providers (or any of them) or a third
party has applied for insolvency proceedings concerning the assets of the
Security Providers (or any of them) or if the Security Provider has notified
the Security Recipient of any such application.


 


10.3                           If the Security
Providers’ authority to collect the Assigned Claims is revoked or otherwise
limited by the Security Recipient, the Security Recipient can demand the prompt
delivery by the Security Provider of all documents concerning the Assigned
Claims.


 


10.4                           If the Security
Recipient collects the Assigned Claims itself, it may take all commercially
reasonable action and reach all agreements with third-party debtors which it
considers


 


6

















 


necessary to collect the Assigned Claims, and in
particular, grant additional time and discounts and conclude settlement
agreements. Any action taken by the Security Recipient shall not invalidate the
terms of this Agreement.


 


10.5                           The Security
Recipient is authorized to make use of the Security Providers’ electronic data
processing equipment including peripheral equipment and the data stored with
the Security Providers for the purposes of disclosing the assignments and
transfers to a third party debtor provided that the data stored concerns
accounting procedures in connection with the assignment and transfer. The
Security Providers shall provide the Security Recipient with all necessary
materials and the operating staff free of charge.


 


10.6                           The Security
Recipient shall apply the proceeds of any collection or sale of the Assigned
Claims and the proceeds of the enforcement of any other Collateral as well as
any Collateral consisting of cash, at any time after receipt as follows:


 


10.6.1                  first, to the
payment of all reasonable and documented costs and expenses incurred by the
Security Recipient in connection with such collection or sale or otherwise in
connection with this Agreement, the other Credit Documents or any of the
Obligations, including all court costs and the reasonable fees and expenses of
its agents and legal counsel, the repayment of all advances made by the
Security Recipient hereunder or under any other Credit Document on behalf of
any Grantor and any other reasonable and documented costs or expenses incurred
in connection with the exercise of any right or remedy hereunder or under any
other Credit Document;


 


10.6.2                  second, to the
Secured Parties, an amount equal to all Obligations owing to them on the date
of any distribution, and, if such moneys shall be insufficient to pay such
amounts in full, then ratably (without priority of any one over any other) to
such Secured Parties in proportion to the unpaid amounts thereof; and


 


10.6.3                  third, any surplus
then remaining shall be paid to the Security Provider or its successors or
assigns or to whomsoever may be lawfully entitled to receive the same or as a
court of competent jurisdiction may direct.


 


10.7                           Upon any
collection or sale of Assigned Claims or the enforcement or sale of any of the
Collateral by the Security Recipient (including pursuant to a power of sale granted
by statute or under a judicial proceeding), the receipt of the Security
Recipient or of the officer making the collection or sale shall be a sufficient
discharge to the purchaser or purchasers of the Collateral so sold and such
purchaser or purchasers shall not be obligated to see to the application of any
part of the purchase money paid over to the Security Recipient or such officer
or be answerable in any way for the misapplication thereof.


 


10.8                           The Security
Recipient agrees to release proceeds from the enforcement of any of the
Collateral if and to the extent that:


 


10.8.1                  the Collateral secures
claims against shareholders of any Security Provider or persons deemed to be
equivalent to shareholders for purposes of Sections 30 and 31 of the


 


7
















 


German Limited Liability Companies Act (GmbHG) (Gesellschaft nahestehende Personen),


 


10.8.2      in relation to each Security
Provider, the Security Provide demonstrates to the satisfaction of the Security
Recipient that the application of proceeds towards such claims would lead to a
situation that such Security Provider would not have sufficient assets to
maintain its nominal capital (Stammkapital),
and


 


10.8.3      the Security Provider
demonstrates to the satisfaction of the Security Recipient that the application
of the proceeds therefore would lead to a violation of Section 30 of the
German Limited Liability Companies Act (GmbHG), provided that for the purposes
of the calculation of the amount to be released (if any) the following balance
sheet items shall be adjusted as follows:


 


10.8.4      the amount of any increase
of nominal capital (Stammkapital)
after the date hereof that has been effected without prior written consent of
the Security Recipient shall be deducted from the nominal capital (Stammkapital), and


 


10.8.5      loans and other contractual
liabilities incurred in violation of the provisions of the Credit Agreement
shall be disregarded.


 


For the avoidance of doubt, each Security Provider
shall have a right to the proceeds to the extent such proceeds have to be
released. However, no release under this clause will prejudice the rights of
the Security Recipient to enforce the Collateral again.


 


10.9         In addition, if any Security
Provider does not (or would not if the Collateral is enforced) have sufficient
assets to maintain its nominal capital, such Security Provider shall to the
extent legally permitted in respect of its business realise any and all of its
assets that are shown in its balance sheet with a book value (Buchwert) that is significantly lower than the market value
of the asset(s) if such asset(s) is/are not necessary for such
Security Provider’s business (betriebsnotwendig).


 


11                                  Information
obligation in the event of impairments of the Collateral


 


11.1         Each Security Provider
undertakes to inform the Security Recipient without undue delay of any
impairments of the Collateral (or any part thereof), in particular but not
limited to set-off, price discounts, third party debtor complaints or any other
event having an adverse effect on the actual value of the Collateral. The same
shall apply to changes of the maturity of the Assigned Claims or if a Security
Provider becomes aware of any circumstances that may affect the solvency of any
third party debtor. If any of Assigned Claims are attached (gepfändet), the Security Providers shall without undue delay
inform the Security Recipient accordingly and send to the Security Recipient a
copy of the order of attachment and transfer. The Security Providers shall
further inform the attaching creditor in writing of the Security Recipient’s
security interest in the Assigned Claims.


 


11.2         In each of the events
described in clause 11.1 above, the Security Providers shall act according to
the Security Recipient’s instructions.


 


8

















 


12                                  Right
of survey and inspection


 


12.1         Each Security Provider shall
give the Security Recipient, upon request, all information, evidence, and
documents which in the Security Recipient’s reasonable opinion are necessary
for the evaluation and/or assertion of the Assigned Claims. If electronic data
processing facilities are used, each Security Provider must print the necessary
documents; if no printout is made, the data carriers and the software necessary
for this shall be delivered to the Security Recipient to enable it to make the
printout itself.


 


12.2         The Security Recipient shall
have the right to inspect either by itself or through its nominated and duly
authorized agent each Security Provider’s documents for purposes of inspecting
and realizing the Collateral.


 


12.3         The Security Recipient shall
have the absolute right to share any information it gains from such inspection
or verification or otherwise in connection with this Agreement with any Secured
Party.


 


13                                  Security
value and release of Collateral


 


13.1         After the Obligations under
the Credit Documents are paid in full, the Commitments are terminated and no
Letters of Credit drawn by the UK Borrower shall be outstanding,
notwithstanding that from time to time during the term of the Credit Agreement
and any Hedge Agreement the Credit Parties may be free from any Obligations
(the “Discharge Date”), the Security
Recipient shall retransfer to each Security Provider all Collateral assigned
and transferred to it hereunder by each Security Provider and surrender any
excess proceeds to the Security Providers, at the Security Providers’ expense.
However, the Security Recipient will transfer such Collateral to a third party
if it is obliged to do so; that is the case, for example, if a Security
Provider is at the same time a debtor, and a surety has made payment to the
Security Recipient.


 


13.2         The Security Recipient is
obliged, already prior to the full discharge of the Secured Claims and the
termination of any facilities which may give rise to the Secured Claims, to
entirely or partially release the Collateral, if so requested, to a Security
Provider, provided and to the extent that the realisable value of all security
provided to secure the Secured Claims not only temporarily exceeds 110 percent
of the Secured Claims. To the extent the Security Recipient is obliged to pay
any taxes in connection with the realisation of the Collateral, in particular,
but not limited to VAT (Umsatzsteuer),
the aforementioned percentage shall be increased by the applicable tax rate(s).


 


13.3         The Security Recipient shall
be free to select the security items to be released under clause 13.1 above
and, to the extent an obligation of the Security Recipient to release any
security provided for the Secured Claims (or any part thereof) also exists
under or in connection with any other security agreement, under any other
security document. In selecting security items to be released under clause 13.2
above, the Security Recipient shall duly consider the Security Providers’
legitimate interests and the legitimate interests of parties having provided
additional security.


 


9

















 


13.4         A Security Provider shall
automatically be released from its obligations hereunder and the assignment of
such Security Provider shall be automatically released upon the consummation of
any transaction permitted by the Credit Agreement as a result of which such
Security Provider ceases to be a Subsidiary of the US Borrower. In connection
with any such release, the Security Recipient shall execute and deliver to the
relevant Security Provider, at such Security Provider’s expense, all documents
that such Security Provider shall reasonably request to evidence such
termination or release. Any execution and delivery of documents pursuant to the
preceding sentence of this clause 13.4 shall be without recourse to or warranty
by the Security Recipient.


 


14                                  Authority
of Agent


 


The Security Providers acknowledge that the rights
and responsibilities of the Security Recipient under this Agreement with
respect to any action taken by the Security Recipient or the exercise or
non-exercise by the Security Recipient of any option, right, request, judgment
or other right or remedy provided for herein or resulting or arising out of
this Agreement shall, as between the Security Recipient and the other Secured
Parties, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Security Recipient and the Security Providers, the Security Recipient shall be
conclusively presumed to be acting as agent for the Secured Parties with full
and valid authority so to act or refrain from acting, and the Security
Providers shall not have the obligation, or entitlement, to make any inquiry
respecting such authority.


 


15                                  Further
assurance


 


Each Security Provider will execute any and all
further documents, financing statements, agreements and instruments, and take
all such further actions (including the filing and recording of financing
statements, mortgages, deeds of trust and other documents), which may be
required under any applicable law, or which the Security Recipient or the
Required Lenders may reasonably request, in order to effectuate the
transactions contemplated by this Agreement and in order (x) to grant,
preserve, protect and perfect the validity and priority of the security
interests created or intended to be created hereby or (y) to enable the
Administrative Agent to exercise and enforce its rights and remedies hereunder
with respect to any Collateral, all at the expense of such Security Provider.


 


16                                  Assignment
and transfer


 


16.1         The Security Recipient
shall, at any time, have the right to assign, to transfer, or to dispose of all
or any part of its rights or obligations or both under this Agreement to any of
the Secured Parties or any person becoming a Secured Party and each Security
Provider shall execute all such documents and do all such acts and things which
the Security Recipient may reasonably require in connection with such transfer,
assignment, or disposal.


 


16.2         No Security Provider shall
be entitled to assign, to transfer or to dispose of all or any part of its
rights or obligations or both hereunder.


 


10

















 


16.3         Each Security Provider
hereby agrees to any accession of a new party and any change to the parties to
the Credit Documents and the Hedge Agreements. Each Security Provider further
agrees to that, notwithstanding any such accession of a party or change to the
parties, to the Credit Documents or any assignment, transfer or disposal as
contemplated in clause 16.1 above, this Agreement shall remain in full force
and effect.


 


17                                  Costs
and expenses


 


All reasonable costs and expenses arising from the
execution of this Agreement, from amendments or prolongation thereof or any
costs arising from the enforcement or preservation of the Security Recipient’s
rights hereunder shall be borne jointly and severally by the Security
Providers, whereby the Security Recipient is entitled to mandate a third party
to perform such actions in its own name but for each Security Provider’s
account.


 


18                                  Indemnity


 


18.1         The Security Recipient shall
not be liable for any loss or damage which is suffered by a Security Provider
save in respect of such loss or damage which is suffered as a result of the
Security Recipient’s willful misconduct (Vorsatz) or
gross negligence (grobe Fahrlässigkeit).


 


18.2         The Security Providers shall
jointly and severally indemnify the Security Recipient and keep the Security
Recipient indemnified against any losses, actions claims, expenses, demands and
liabilities which may be made against or incurred by the Security Recipient for
anything done or omitted in the exercise or purported exercise of the powers
and rights under this Agreement or occasioned by any breach of a Security
Provider of any of its obligations or undertakings under-contained herein,
provided always that there will be no such indemnification, to the extent that
such losses, actions, claims, expenses, demands and liabilities are incurred by
or made against the Security Recipient as a result of willful misconduct or
gross negligence of the Security Recipient.


 


19                                  Duration
and partial invalidity


 


19.1         This Agreement shall remain
in full force and effect until the Discharge Date. As long as the Obligations
under the Credit Documents remain outstanding no Security Provider shall assert
any claims against the UK Borrower or any Credit Party that is a Foreign
Subsidiary (or any of them) which might arise from the fulfillment of its
obligations according to this Agreement, either contractual or statutory. The
monies which are transferred to or debited by a Security Provider from the UK
Borrower or any Credit Party that is a Foreign Subsidiary (or any of them)
shall be received by such Security Provider on trust (treuhänderisch)
and transferred by it on trust to the Security Recipient. When payments are
made to the Security Recipient by a Security Provider, such Security Provider
shall not assert any rights or claims against the debtors arising by virtue of
such payment until the Secured Claims have been paid and discharged in full and
any facilities which may give rise to the Secured Claims have been terminated.


 


11

















 


19.2         Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


19.3         In case of a prohibited,
invalid or unenforceable provision the parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions..


 


19.4         This Agreement shall create
a continuing security and no change or amendment to the Credit Documents shall
affect the validity and the scope of this Agreement nor the obligations which
are imposed on the Security Providers pursuant to it.


 


19.5         Subject to anything
expressed to the contrary in this Agreement, this Agreement is independent from
any other security or guarantee which may have been given to the Secured
Parties with respect to any of the Secured Claims. None of such other security
interests shall prejudice, or shall be prejudiced by, or shall be merged in any
way with, this Agreement.


 


19.6         This Agreement shall inure
to the benefit of the Security Recipient, its successors and assigns.


 


20                                  Notices
and other matters


 


20.1         Notices


 


Every notice, request, demand or other communication
under this Agreement shall:


 


20.1.1      be in writing delivered
personally or by prepaid letter (airmail if available) or fax;


 


20.1.2      be deemed to have been
received, subject as otherwise provided in this Agreement, in the case of a
letter, when delivered personally or 10 days after it has been put into the
post and, in the case of a fax, when a complete and legible copy is received by
the addressee (unless the time of dispatch of any fax is after close of
business in which case it shall be deemed to have been received at the opening
of business on the next business day); and


 


20.1.3      be sent


 


(a)                                  For each of the
Security Providers at:


 


Rockwood Specialties Group, Inc.

100 Overlook Center

Princeton, NJ 08542

USA


 


12

















 


Attention:              

Fax:


 


with a copy to:


 


Kohlberg Kravis Roberts & Co., L.P.

9 West 57th Street

Suite 4200

New York, NY 10019

USA


 


Attention:              

Fax:


 


(b)                                 to the Security
Recipient at:


 


Credit Suisse First Boston

Eleven Madison Avenue

New York

NY 10010


 


Attention:              

Fax:


 


or to such other address or fax number as is
notified by the relevant party to the other parties to this Agreement.


 


For the purpose of this Agreement each of the
Security Providers hereby appoints and authorizes Rockwood Specialties Group, Inc.,
to receive any notice, request demand or other communication under this
Agreement (Empfangsvollmacht)


 


20.2         No implied waiver, remedies
cumulative


 


No failure or delay on the part of the Security
Recipient to exercise any power, right or remedy under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise by the
Security Recipient of any power, right or remedy preclude any other or further
exercise thereof or the exercise of any power, right or remedy. The remedies
provided in this Agreement are cumulative and are not exclusive of any remedies
provided by law.


 


20.3         English translations


 


All documents to be delivered under or supplied in
connection with this Agreement shall be in the English language or shall be
accompanied by a certified translation into English upon which the recipient
shall be entitled to rely.


 


13

















 


21                                  Counterparts


 


This Agreement may be executed in any number of
counterparts (whether by facsimile or otherwise, but, if by facsimile, with the
original signed pages being promptly sent to the Security Recipient by
prepaid letter (and the Security Recipient is hereby authorized to incorporate
such pages into bound originals)) and by the different parties on separate
counterparts, each of which when so executed and delivered shall be an
original, but all counterparts shall together constitute one and the same
agreement.


 


22                                  Changes
and amendments


 


Changes to and amendments of this Agreement including
this subsection must be made in writing, signed by all of the parties hereto.


 


23                                  Choice
of law and venue


 


23.1         THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE FEDERAL REPUBLIC
OF GERMANY.


 


23.2         Each Security Provider
hereby irrevocably and unconditionally:


 


23.2.1      submits itself in any Legal
action or proceeding relating to this Agreement and the Other Credit Documents
to which it is a party, or for recognition and enforcement of any judgment in
respect thereof, to the non-exclusive general jurisdiction of the courts of
Frankfurt am Main, Germany, the courts of the State of New York, the courts of
the United States of America for the Southern District of New York and
appellate courts from any thereof;


 


23.2.2      consents that any such
action or proceeding may be brought in such courts and waives any objection
that it may now or hereafter have to the venue of any such action or proceeding
in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same, and


 


23.2.3      agrees that nothing herein
shall limit the right of the Administrative Agent to take legal actions before
any other court of competent jurisdiction.


 


Signature Page follows


 


14
















 


EXHIBIT C-3


 


FORM OF
GERMAN GUARANTEE


 


 


Dated July 30,
2004


 






 


 


ROCKWOOD SPECIALTIES-GMBH (1)


 


ROCKWOOD PIGMENTE HOLDING GMBH (2)


 


SILO PIGMENTE GMBH (3)


 


CREDIT SUISSE FIRST BOSTON (4)


 


 






 


GUARANTEE

(Garantie)


 






 

















 


THIS
GUARANTEE AGREEMENT is made BETWEEN:


 


(1)         Rockwood Specialties GmbH,
a corporation (Gesellschaft mit
beschriinkter Haftung) incorporated under the laws of the Federal
Republic of Germany, having its business address at MiihIstr. 118, 65396
Walluf, Germany, registered with the commercial register of the local court of
Wiesbaden under HR B 17839;


 


(2)         Rockwood Pigmente Holding
GmbH, a corporation (Gesellschaft mit
beschrdnkter Haftung) incorporated under the laws of the Federal
Republic of Germany having its business address at Miihlstr. 118, 65396 Walluf,
Germany, registered with the commercial register of the local court of
Wiesbaden under HR B 17837, Germany;


 


(3)         Silo Pigmente GmbH, a
corporation (Gesellschaft mit beschrankter
Haftung) incorporated under the laws of the Federal Republic of
Germany having its business address at Whist. 118, 65396 Walluf, Germany,
registered with the commercial register of the local court of Wiesbaden under
HR B 17832, Germany,


 


- hereinafter collectively referred to as the
“Guarantors” -


 


(4)         Credit Suisse First
Boston, a New York banking corporation having its business address at Eleven
Madison Avenue, New York, NY 10010, USA, acting through its Cayman Islands
Branch,


 


- hereinafter referred to as the “Administrative Agent” -


 


Preamble


 


(A)                               Rockwood Specialties
Group, Inc. (the “US Borrower”)
and Rockwood Specialties Limited, a company incorporated under the laws of
England and Wales (the “UK Borrower”),
as borrowers, the lenders, JPMorgan Chase Bank as administrative agent for the
lenders, and others have entered into a Credit Agreement dated as of July 23,
2003 (the “Original Credit Agreement”), as
amended pursuant to which the borrowers have been made available loans and
letters of credit for the account of the borrowers by the lenders.


 


(B)                               The US Borrower,
the UK Borrower, Rockwood Specialties International, Inc., the Lenders (as
defined in the Credit Agreement (as defined below)) from time to time party
thereto, Credit Suisse First Boston acting through its Cayman Islands Branch as
administrative agent (the “Administrative Agent”) and
collateral agent, and UBS Securities LLC and Goldman Sachs Credit Partners
L.P., as co-syndication agents, entered into a credit agreement dated as of July 30,
2004 (the “Credit Agreement”), as amended pursuant to which the
Lenders have severally agreed to make loans to the US Borrower and the UK
Borrower (the US Borrower and the UK Borrower together also the “Borrowers”)
and the Letter of Credit Issuer (as defined in the Credit Agreement) has
agreed to issue letters of credit for the account of the Borrowers
(collectively, the “Extension of Credit”), upon the terms and subject to the
conditions set forth therein and one or more Lenders or affiliates of
Lenders may from time to time enter into Hedge


 


2

















 


Agreements (as defined below) with the US Borrower
or any of the Restricted Subsidiaries (as defined in the Credit Agreement).


 


(C)                               The proceeds of
the Extensions of Credit will be used in part to enable the UK Borrower to make
valuable transfers to the Guarantors in connection with the operation of their
respective business.


 


(D)                               Each Guarantor
acknowledges that it will derive substantial direct and indirect benefit from
the making of the Extensions of Credit.


 


(E)                                It is a condition
precedent to the obligations of the Lenders and the Letter of Credit Issuer to
make their respective Extensions of Credit to the UK Borrower under the Credit
Agreement that the Guarantors shall have executed and delivered this Guarantee
to the Administrative Agent for the ratable benefit of the Secured Parties.


 


NOW, THEREFORE, in
consideration of the premises and to induce the Administrative Agent, the
Co-Syndication Agents, the Documentation Agent, the Lenders and the Letter of
Credit Issuer to enter into the Credit Agreement and to induce the Lenders and
the Letter of Credit Issuer to make their respective Extensions of Credit to
the UK Borrower under the Credit Agreement
and to induce one or more Lenders or Affiliates of Lenders to enter into Hedge
Agreements with the UK Borrower, the Guarantors hereby agree with the
Administrative Agent, for the ratable benefit of the Secured Parties, as
follows:


 


1                                         Headings,
capitalized terms and references


 


1.1                               Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.


 


1.2                               As used herein,
the term “Closing Time” means 24:00 (German time)
on July 31, 2004, being the “Closing Date”.


 


1.3                               As used herein,
the term “Obligations” means the collective
reference to (i) the due and punctual payment of (x) the principal of
and premium, if any, and interest at the applicable rate provided in the Credit
Agreement (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Loans extended to the UK
Borrower, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (y) each payment required to
be made by the UK Borrower under the Credit Agreement in respect of any Letter
of Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral, and
(z) all other monetary obligations, including fees, costs, expenses and
indemnities, whether primary, secondary, direct, contingent, fixed, future or
otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), of the UK Borrower or any
other Credit Party that is a Foreign Subsidiary to any of the Secured Parties
under the Credit Agreement and the other Credit Documents, (ii) the due
and punctual performance of all covenants, agreements, obligations and
liabilities of the UK Borrower under or


 


3

















 


pursuant to the Credit Agreement and the other Credit
Documents, (iii) the due and punctual payment and performance of all the
covenants, agreements, obligations and liabilities of each other Credit Party
that is a Foreign Subsidiary under or pursuant to this Guarantee or the other
Credit Documents, (iv) the due and punctual payment and performance of all
obligations of the UK Borrower and each Credit Party that is a Foreign
Subsidiary under each Hedge Agreement that (x) is in effect on the Closing
Date with a counterparty that is a Lender or an Affiliate of a Lender as of the
Closing Date or (y) is entered into after the Closing Date with any
counterparty that is a Lender or an Affiliate of a Lender at the time such
Hedge Agreement is entered into and (v) the due and punctual payment and
performance of all obligations in respect of overdrafts and related liabilities
owed to the Administrative Agent or its Affiliates by the UK Borrower or any
other Credit Party that is a Foreign Subsidiary arising from or in connection
with treasury, depositary or cash management services or in connection with any
automated clearinghouse transfer of funds.


 


1.4                               As used herein,
the term “Secured Parties” means (i) the
Lenders, (ii) the Letter of Credit Issuer, (iii) the Swingline
Lender, (iv) the Administrative Agent, (v) the Co-Syndication Agents,
(vi) the Documentation Agent, (vii) each counterparty to a Hedge
Agreement the obligations under which constitute Obligations, (viii) the
beneficiaries of each indemnification obligation undertaken by the UK Borrower
or any Credit Party that is a Foreign Subsidiary under any Credit Document, and
(ix) any successors, indorsees, transferees and assigns of each of the
foregoing.


 


1.5                               References to “Lenders”
in this Guarantee shall be deemed to include Affiliates of Lenders that may
from time to time enter into Hedge Agreements with the UK Borrower.


 


1.6                               The words “hereof’,
“herein” and “hereunder” and words of similar import when used in this
Guarantee shall refer to this Guarantee as a whole and not to any particular
provision of this Guarantee, and clause references are to clauses of this
Guarantee unless otherwise specified. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.


 


1.7                               The meanings
given to terms defined herein shall be equally applicable to both the singular
and plural forms of such terms.


 


1.8                               Headings are
for ease of reference only and shall not affect the construction of this
Guarantee.


 


1.9                               This Guarantee
is made in the English language. For the avoidance of doubt, the English
language version of this Guarantee shall prevail over any translation of this
Guarantee. However, where a German translation of a word or phrase appears in
the text of this Guarantee, the German translation of such word or phrase shall
prevail.


 


2                                         Guarantee


 


2.1                               Each Guarantor
hereby guarantees (garantiert), as
primary obligor (selbständig Verpflichteter) and
not merely as surety (Burge) absolutely, unconditionally and irrevocably (unbedingt and unwiderruflich) to the Administrative Agent for
the ratable


 


4

















 


benefit of the Secured Parties their respective
successors, indorsees, transferees and assigns, as each Guarantor’s independent
obligation (selbständige Verpflichtung) the prompt
and complete payment and performance of all Obligations (provided always that
such Obligations are capable of being transformed into financial obligations (Zahlungsverpflichtungen)) (the “Guarantee”).


 


2.2                               Each Guarantor
further agrees to pay any and all expenses (including all reasonable fees and
disbursements of counsel) that may be paid or incurred by the Administrative
Agent or any other Secured Party in enforcing, or obtaining advice of counsel
in respect of, any rights with respect to, or collecting, any or all of the
Obligations and/or enforcing any rights with respect to, or collecting against,
such Guarantor under this Guarantee. Any taxes, fees or reasonable costs owed
for the signing or execution of this Guarantee shall be borne by the
Guarantors. All payments to be made by a Guarantor under this Guarantee shall
be made in full and, subject as provided below, free and clear of any
deductions or withholdings on the due date to such account as the
Administrative Agent may from time to time specify. If a Guarantor is required
to make any deduction or withholding in respect of taxes from any payment due
under this Guarantee to the Administrative Agent, or if the Administrative
Agent is required to make any such deduction or withholding from a payment to
another Secured Party, the sum due from such Guarantor in respect of such
payment shall be increased to the extent necessary to ensure that, after the
making of such deduction or withholding by such Guarantor or the Administrative
Agent (as the case may be) and the payment to the Secured Parties by the
Administrative Agent, each Secured Party receives on the due date for such
payment (and retains, free from any liability in respect of such deduction or
withholding) a net sum equal to the sum which it would have received had no
such deduction or withholding been required to be made; the relevant Guarantor
shall indemnify the Administrative Agent and each other Secured Party against
any losses or costs incurred by any of them by reason of any failure of such
Guarantor to make any such deduction or withholding or by reason of any
increased payment not being made on the due date for such payment. Each
Guarantor shall promptly deliver to the Administrative Agent any receipts,
certificates or other proof (if any) evidencing the amount paid or payable in
respect of any deduction or withholding as aforesaid.


 


2.3                               No payment or
payments made by the UK Borrower, any of the Guarantors, any other guarantor or
any other Person or received or collected by the Administrative Agent or any
other Secured Party from the UK Borrower, any of the Guarantors, any other
guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of, or in payment of, the Obligations shall be deemed to modify,
reduce, release or otherwise affect the liability of any Guarantor hereunder,
which shall, notwithstanding any such payment or payments other than payments
made by such Guarantor in respect of the Obligations or payments received or
collected from such Guarantor in respect of the Obligations, remain liable for
the Obligations up to the maximum liability of such Guarantor hereunder until
the Obligations are paid in full, the Commitments are terminated and no Letters
of Credit drawn by the UK Borrower shall be outstanding.


 


5

















 


2.4                               Each Guarantor
agrees that whenever, at any time, or from time to time, it shall make any
payment to the Administrative Agent or any other Secured Party on account of
its liability hereunder, it will notify the Administrative Agent in writing
that such payment is made under this Guarantee for such purpose.


 


3                                         Acceptance
of the Guarantee and shareholders’ approval / Effectiveness of Guarantee


 


3.1                               The
Administrative Agent hereby accepts the Guarantee as described in clause 2
above.


 


3.2                               The respective
shareholders of the Guarantors have approved the granting of the Guarantee as
described in clause 2 above. Such approvals have been given by shareholders’
resolutions; copies of which are attached to this agreement as Schedule 1.


 


3.3                               The security
interest created by the Guarantee shall attach immediately upon the Closing
Time.


 


4                                         Amendments


 


This Guarantee shall create continuing security and
no change or amendment whatsoever to the Credit Agreement or any other Credit
Document shall affect the validity and scope of this Guarantee nor the
obligations which are imposed on the Guarantors pursuant to it,  unless express reference is made to this Guarantee
and this clause.


 


5                                         No
set-off or counterclaim, contribution


 


5.1                               All payments to
be made by a Guarantor under this Guarantee shall be made without any set-off
or rights of retention of any nature whatsoever unless the respective
counterclaim or right of retention is undisputed (unbestritten)
or determined by final court ruling (rechtskräflig festgestellt).


 


5.2                               Each Guarantor
hereby agrees that to the extent that a Guarantor shall have paid more than its
proportionate share of any payment made hereunder, such Guarantor shall be
entitled to seek and receive contribution from and against any other Guarantor
hereunder who has not paid its proportionate share of such payment. Each
Guarantor’s right of contribution shall be subject to the terms and conditions
of clause 14 hereof. The provisions of this clause 5 shall in no respect limit
the obligations and liabilities of any Guarantor to the Administrative Agent
and the other Secured Parties, and each Guarantor shall remain liable to the
Administrative Agent and the other Secured Parties for the full amount
guaranteed by such Guarantor hereunder.


 


5.3                               In addition to
any rights and remedies of the Secured Parties provided by law, each Guarantor
hereby irrevocably authorizes each Secured Party at any time and from time to
time following the occurrence and during the continuance of an Event of Default
without notice to such Guarantor or any other Guarantor, any such notice being
expressly waived by each Guarantor, upon any amount becoming due and payable by
such Guarantor hereunder (whether at stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all
deposits (general or special, time


 


6

















 


or demand, provisional or final), and any other
credits, indebtedness or claims, in each case whether direct or indirect,
absolute or contingent, at any time held or owing by such Secured Party to or
for the credit or the account of such Guarantor. Each Secured Party shall
notify such Guarantor promptly of any such set-off and the appropriation and
application made by such Secured Party, provided that the failure to
give such notice shall not affect the validity of such set-off and application.


 


6                                         Limitation
of Guarantee


 


6.1                               The
Administrative Agent agrees to release proceeds from the enforcement of any
collateral established by this Guarantee if and to the extent that:


 


6.1.1                     the collateral secures
claims against shareholders of any Guarantor or Persons deemed to be equivalent
to shareholders for purposes of Sections 30 and 31 of the German Limited
Liability Companies Act (GmbHG) (Gesellschaft nahestehende
Personen),


 


6.1.2                     in relation to each
Guarantor, the application of proceeds towards such claims would lead to a
situation that such Guarantor would not have sufficient assets to maintain its
nominal capital (Stammkapital), and


 


6.1.3                     the relevant Guarantor
demonstrates to the satisfaction of the Administrative Agent that the
application of the proceeds therefore would lead to a violation of Section 30
of the German Limited Liability Companies Act (GmbHG),


 


provided that for the purposes of the calculation of
the amount to be released (if any) the following balance sheet items shall be
adjusted as follows:


 


6.1.4                     the amount of any increase
of nominal capital (Stammkapital)
after the date hereof that has been effected without prior written consent of
the recipient of the Guarantee shall be deducted from the nominal capital (Stammkapital), and


 


6.1.5                     loans and other contractual
liabilities incurred in violation of the provisions of the Credit Agreement
shall be disregarded.


 


For the avoidance of doubt, each Guarantor shall
have a right to the proceeds to the extent such proceeds have to be released.
No release under this clause will prejudice the rights of the Administrative
Agent to claim again under this Guarantee for any unpaid amount.


 


6.2                               In addition, if
any Guarantor does not (or would not if the Guarantee is enforced) have
sufficient assets to maintain its nominal capital, such Guarantor shall to the
extent legally permitted in respect of its business realize any and all of its
assets that are shown in its balance sheet with a book value (Buchwert) that is significantly lower than the market value
of the asset(s) if such asset(s) is/are not necessary for such
Guarantor’s business (betriebsnotwendig).


 


7

















 


7                                         Payments,
Currency and currency indemnity


 


All payments to be made by a Guarantor under this
Guarantee shall be made to the Administrative Agent in United States Dollars
(hereinafter referred to as “Contractual Currency”)
at the Administrative Agent’s Office. In the event of the Administrative Agent
recovering any amount hereunder in a currency other than the Contractual Currency
and if the said amount so recovered is insufficient when converted into
Contractual Currency at the date of receipt by the Administrative Agent to
satisfy in full the amount due to the Administrative Agent hereunder, each
Guarantor shall upon the Administrative Agents written demand pay to the
Administrative Agent such further amount(s) in the Contractual Currency as
will be sufficient to satisfy in full the amount so due to the Administrative
Agent hereunder and such further amount(s) shall be due as a separate debt
hereunder.


 


8                                         Several
Guarantors


 


The obligations and liabilities of the Guarantors
under this Guarantee are joint and several and shall be construed accordingly.


 


9                                         Declaration
of trust


 


Each of the Guarantors and the Administrative Agent
acknowledges that all rights and claims constituted by this Guarantee and all
rights, claims, and moneys paid to the Administrative Agent or held by the
Administrative Agent pursuant to or in connection with this Guarantee are held
and administered by the Administrative Agent with effect from the date of this
Guarantee on trust (treuhänderisch)
for the Secured Parties and administered in accordance with the Credit
Agreement.


 


10                                  Application
of proceeds


 


The Administrative Agent shall apply, vis-à-vis the
Secured Parties, the proceeds of any payment of the Guarantors after receipt as
follows:


 


first, to the payment of all reasonable and documented
costs and expenses incurred by the Administrative Agent in connection with such
payment or otherwise in connection with this Agreement, the other Credit
Documents or any of the Obligations, including all court costs and the
reasonable fees and expenses of its agents and legal counsel, the repayment of
all advances made by the Administrative Agent hereunder or under any other
Credit Document on behalf of the Guarantors and any other reasonable and
documented costs or expenses incurred in connection with the exercise of any
right or remedy hereunder or under any other Credit Document;


 


second, to the Secured Parties, an amount equal to all
Obligations owing to them on the date of any such distribution, and, if such
moneys shall be insufficient to pay such amounts in full, then ratably (without
priority of any one over any other) to such Secured Parties in proportion to the
unpaid amounts thereof;


 


8

















 


third, any surplus then remaining shall be paid to the
relevant Guarantors or its successors or assigns or to whomsoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction
may direct.


 


11                                  Representations
and warranties, Covenants


 


Each Guarantor hereby represents and warrants to the
Administrative Agent:


 


11.1                        that each
Guarantor is a company duly incorporated and validly existing under German law
and is neither insolvent nor subject to any insolvency proceedings;


 


11.2                        that each of
the Guarantors has the requisite power and authority to enter into this
Guarantee Agreement and to grant the Guarantee and that all necessary corporate
action have been taken and all necessary approvals and consents for the
execution and performance of this Guarantee have been obtained;


 


11.3                        that the
execution and performance of this Guarantee will not violate any applicable
provision of the Guarantor’s articles of association or result in the breach of
any agreement or contract to which any of the Guarantors is a party;


 


11.4                        that it has not
received any security in respect of any of its obligations under this Guarantee
or any other Credit Document from any other Guarantor or any of the Credit
Parties;


 


11.5                        that the
representations and warranties set forth in Section 8 of the Credit
Agreement as they relate to such Guarantor or in the other Credit Documents to
which such Guarantor is a party, each of which is hereby incorporated herein by
reference, are true and correct, and the Administrative Agent and each other
Secured Party shall be entitled to rely on each of them as if they were fully
set forth herein.


 


11.6                        Each Guarantor
hereby covenants and agrees with the Administrative Agent and each other
Secured Party that, from and after the date of this Guarantee until the
Obligations under the Credit Documents are paid in full, the Commitments are
terminated and no Letter of Credit drawn by the UK Borrower remains outstanding,
such Guarantor shall take, or shall refrain from taking, as the case may be,
all actions that are necessary to be taken or not taken so that no violation of
any provision, covenant or agreement contained in Section 9 or 10 of the
Credit Agreement, and so that no Default or Event of Default, is caused by any
act or failure to act of such Guarantor or any of its Subsidiaries.


 


12                                  Authority
of Agent


 


Each Guarantor acknowledges that the rights and
responsibilities of the Administrative Agent under this Guarantee with respect
to any action taken by the Administrative Agent or the exercise or non-exercise
by the Administrative Agent of any option, right, request, judgment or other
right or remedy provided for herein or resulting or arising out of this Guarantee
shall, as between the Administrative Agent and the other Secured Parties, be
governed by the Credit Agreement and by such other agreements with respect
thereto as may exist from time to time among them, but, as between the
Administrative Agent and


 


9

















 


such Guarantor, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Secured Parties with full
and valid authority so to act or refrain from acting, and no Guarantor shall be
under obligation, or entitlement, to make any inquiry respecting such
authority.


 


13                                  No
security taken by Guarantor


 


Each Guarantor hereby agrees that any security
received by a Guarantor in violation of clause 11.4 shall, unless otherwise
agreed upon with the Administrative Agent, be held on trust (treuhänderisch) for the Administrative Agent and as
additional security for the Obligations of such Guarantor and/or the UK
Borrower under any of the Credit Documents.


 


14                                  Negative
undertakings


 


14.1                        Until all
guaranteed Obligations under the Credit Documents have been satisfied by
payment in full, the Commitments have been terminated and no Letters of Credit
have been drawn by the UK Borrower, notwithstanding that from time to time
during the term of the Credit Agreement and any Hedge Agreement the Credit
Parties may be free from any Obligations, each Guarantor agrees that, without
the prior written consent of the Administrative Agent, it will not:


 


14.1.1              exercise any rights of
subrogation, contribution or indemnity against any other Guarantor or the UK
Borrower or any other Person liable;


 


14.1.2              demand or accept repayment
in whole or in part of any obligations or liabilities now or hereafter due to
such Guarantor by reason of performance of its obligations under any of the
Credit Documents from any other Guarantor or the UK Borrower;


 


14.1.3              demand or accept any
security interest in respect of any of its obligations under this Guarantee or
any other Credit Document from any other Guarantor or the UK Borrower; and


 


14.1.4              take any step to enforce any
right against any other Guarantor or the UK Borrower in respect of any
guaranteed Obligation.


 


14.2                        In case of
violation of clauses 14.1.1 to 14.1.4 (inclusive), any monies or other property
received by a Guarantor shall be received by such Guarantor on trust (treuhänderisch) for and transferred by it on trust (treuhänderisch) to the Administrative Agent.


 


14.3                        A Guarantor
shall automatically be released from its obligations hereunder and the
guarantee of such Guarantor shall be automatically released upon the
consummation of any transaction permitted by the Credit Agreement as a result
of which such Guarantor ceases to be a Subsidiary of the US Borrower. In
connection with any such release, the Administrative Agent shall execute and
deliver to any Guarantor, at such Guarantor’s expense, all documents that such
Guarantor shall reasonably request to evidence such termination or release. Any
execution and delivery of documents pursuant to the


 


10
















 


preceding sentence of this
clause 14.3 shall be without recourse to or warranty by the Administrative
Agent.


 


15                                  Positive
undertakings


 


15.1                        Each Guarantor
hereby undertakes with the Administrative Agent that during the continuance of
this Guarantee it will take any step and execute any amendment agreement and
other documents which the Administrative Agent may deem necessary to ensure
continuance of this Guarantee in accordance with its provisions, in particular
when any supplemental agreement to this Guarantee is signed and new Secured
Parties accede.


 


16                                  Independent
guarantee


 


16.1                        This Guarantee
shall be in addition to any other guarantee or other security given by or on
behalf of the UK Borrower, any other Guarantor or otherwise which the Secured
Parties and/or the Administrative Agent may now or hereafter hold and shall be
binding on each Guarantor notwithstanding that any other Person who has also
been requested by the Secured Parties and/or the Administrative Agent to
guarantee or give security for the guaranteed Obligations shall fail to give
such guarantee or security or shall be released from any guarantee or security
given by it or them.


 


16.2                        The liability
of each Guarantor shall not be affected nor shall any guarantee under this
Guarantee be discharged or reduced by reason of:


 


16.2.1              any modification of the
articles of association, the legal structure or the shareholder structure of
the other Guarantors or the UK Borrower, in particular those resulting from any
merger, change in corporate form or corporate purpose of the other Guarantors
or the UK Borrower, even if such merger, change or modification results in the
creation of a new legal entity, or if the corporate form of the respective
Guarantor or the UK Borrower is modified;


 


16.2.2              the insolvency, bankruptcy,
liquidation, dissolution, winding-up, administration, receivership,
amalgamation, reconstruction of any other Guarantor or the UK Borrower or any
analogous proceeding occurring in relation to the respective Guarantor or the
UK Borrower;


 


16.2.3              the Administrative Agent or
any of the other Secured Parties granting any time, indulgence or concession
to, or compounding with, discharging, releasing or varying the liability of any
Guarantor or the UK Borrower or renewing, determining, varying or increasing
any accommodation, facility or transaction or otherwise dealing with the same
in any manner whatsoever or concurring in, accepting or varying any compromise,
arrangement or settlement or omitting to claim or enforce payment from any
other Guarantor or the UK Borrower;


 


16.2.4              any amendment, variation or
waiver of any of the Credit Documents or any Hedge Agreement; or


 


11

















 


16.2.5              any act or omission which
would not have discharged or affected the liability of such Guarantor had it
been a principal debtor instead of a guarantor or anything done or omitted
which but for this provision might operate to exonerate such Guarantor.


 


16.3                        Each Guarantor
agrees to be bound by this Guarantee notwithstanding that any Person intended
to execute or to be bound by this Guarantee may not do so or may not be
effectually bound and notwithstanding that any guarantees contained in this
Guarantee may be terminated or released or may be or become invalid or unenforceable
against any other Guarantor whether or not the deficiency is known to the
Administrative Agent or any of the Secured Parties.


 


16.4                        Neither the
Administrative Agent nor any of the other Secured Parties shall be obliged to
make any claim or demand on any Guarantor or the UK Borrower or any other
Person liable or to resort to any security which is granted for the guaranteed
Obligations before enforcing this Guarantee and no action taken or omitted in
connection with any such claim or security shall discharge, reduce, prejudice
or affect the liability of any Guarantor under this Guarantee.


 


17                                  Settlements
conditional


 


Any release, discharge or settlement between a
Guarantor and the Administrative Agent shall be conditional upon no security,
disposition or payment to the Administrative Agent or any of the other Secured
Parties by any of the Guarantors or any other Person being void, set aside or
ordered to be refunded pursuant to any enactment or law relating to
liquidation, administration or insolvency or for any other reason whatsoever
and if such condition is not fulfilled the Administrative Agent shall be
entitled to enforce this Guarantee as if such release, discharge or settlement
had not occurred and any such payment had not been made.


 


18                                  Additional
actions and declarations


 


The Guarantor will execute any and all further
documents, financing statements, agreements and instruments, and take all such
further actions (including the filing and recording of financing statements,
mortgages, deeds of trust and other documents), which may be required under any
applicable law, or which the Administrative Agent or the Required Lenders may
reasonably request, in order to effectuate the transactions contemplated by
this Guarantee and in order (x) to grant, preserve, protect and perfect
the validity and priority of the security interests created or intended to be
created hereby or (y) to enable the Administrative Agent to exercise and
enforce its rights and remedies hereunder with respect to any Collateral, all
at the expense of such Guarantor.


 


19                                  Costs
and expenses


 


All costs and expenses arising from the execution of
this Guarantee, from amendments or prolongation thereof or any costs arising
from the enforcement or preservation of Administrative Agent’s rights hereunder
if reasonably incurred shall be borne by the Guarantors jointly and severally,
whereby the Administrative Agent is entitled to


 


12

















 


mandate a third party to perform such actions in its
own name but for each Guarantor’s account.


 


20                                  Indemnity


 


20.1                        The
Administrative Agent shall not be liable for any loss or damage which is
suffered by the Guarantor save in respect of such loss or damage which is
suffered as a result of willful misconduct (Vorsatz) or gross
negligence (grobe Fahrlässigkeit).


 


20.2                        The Guarantors
shall, jointly and severally, indemnify the Administrative Agent and keep the
Administrative Agent indemnified against any losses, actions, claims, expenses,
demands and liabilities which may be made against or incurred by the
Administrative Agent for anything done or omitted in the exercise or purported
exercise of the powers and rights under this Guarantee or occasioned by any
breach of a Guarantor of any of its obligations or undertakings contained
herein, provided always that there will be no such indemnification, to the
extent that such losses, actions, claims, expenses, demands and liabilities are
incurred by or made against the Administrative Agent as a result of willful
misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) of the Administrative Agent.


 


21                                  Assignment
and transfer


 


21.1                        The
Administrative Agent shall, at any time, have the right to assign, to transfer
or to dispose of all or any part of its rights or obligations or both under
this Guarantee to any of the Secured Parties or any Person becoming a Secured
Party and each Guarantor shall execute all such documents and do all such acts
and things which the Administrative Agent may reasonably require in connection
with such assignment, transfer or disposal.


 


21.2                        No Guarantor
shall be entitled to assign, to transfer or to dispose of all or any part of
its rights or obligations or both hereunder.


 


21.3                        Each Guarantor
hereby agrees to any accession of a new party and any change to the parties to
the Credit Documents. Each Guarantor further agrees that notwithstanding any
such accession of a party or change to the parties to the Credit Documents or
any assignment, transfer or disposal as contemplated in clause 21.1 above, this
Guarantee shall remain in full force and effect.


 


22                                  Duration,
partial invalidity and other matters


 


22.1                        This Guarantee
shall be a continuing security and shall remain in full force and effect until
the Obligations under the Credit Documents are paid in full, the Commitments
are terminated and no Letters of Credit drawn by the UK Borrower shall be
outstanding, notwithstanding that from time to time during the term of the
Credit Agreement and any Hedge Agreement the Credit Parties may be free from
any Obligations (the “Discharge Date”).


 


13

















 


22.2                        When payments
are made to the Administrative Agent by a Guarantor, the rights of the Secured
Parties towards the UK Borrower and the Guarantors (or any of them) shall only
be transferred to the respective Guarantor after the occurrence of the
Discharge Date.


 


22.3                        Any provision
of this Guarantee that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.


 


22.4                        This Guarantee represents
the agreement of each Guarantor and the Administrative Agent with respect to
the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Administrative Agent or any other Secured
Party relative to the subject matter hereof not expressly set forth or referred
to herein or in the other Credit Documents.


 


22.5                        In case of a
prohibited, invalid or unenforceable provision the parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.


 


22.6                        This Guarantee
shall inure to the benefit of the Administrative Agent, its successors and
assigns.


 


23                                  Notices
and other Matters


 


23.1                        Notices


 


Every notice, request demand or other communication
under this Guarantee shall:


 


23.1.1              be in writing delivered
personally or by prepaid letter (airmail if available) or fax;


 


23.1.2              be deemed to have been
received, subject as otherwise provided in this Guarantee, in the case of a
letter, when delivered personally or ten (10) days after it has been put
into the post and, in the case of a fax, when a complete and legible copy is
received by the addressee (unless the time of dispatch of any fax is after
close of business in which case it shall be deemed to have been received at the
opening of business on the next business day); and


 


23.1.3              be sent


 


(a)           to the Guarantors at:


Rockwood
Specialties Group, Inc.

100 Overlook Center

Princeton, NJ 08542

USA


 


14

















 


Attention:

Fax:


 


with
a copy to:


 


Kohlberg
Kravis Roberts & Co., L.P.

9 West 57th Street

Suite 4200

New York, NY 10019

USA


 


Attention:

Fax:


 


(b)          to the Administrative
Agent at:


 


Credit
Suisse First Boston

Eleven Madison Avenue

New York

NY 10010


 


Attention:

Fax:


 


or to such other address or fax number as is
notified by the relevant party to the other parties to this Guarantee.


 


For the purpose of this Guarantee each Guarantor
hereby appoints and authorizes Rockwood Specialties Group, Inc., to
receive any notice, request demand or other communication under this Guarantee
(Empfangsvollmacht).


 


24                                  No
implied waiver, remedies cumulative


 


No failure or delay on the part of the
Administrative Agent to exercise any power, right or remedy under this
Guarantee shall operate as a waiver thereof, nor shall any single or partial
exercise by the Administrative Agent of any power, right or remedy preclude any
other or further exercise thereof or the exercise of any power, right or
remedy. The remedies provided in this Guarantee are cumulative and are not
exclusive of any remedies provided by law.


 


24.1                        English
translations


 


All documents to be delivered under or supplied in
connection with this Guarantee shall be in the English language or shall be
accompanied by a certified translation into English upon which the recipient
shall be entitled to rely.


 


15

















 


24.2                        Counterparts


 


This Guarantee may be executed in any number of
counterparts (whether by facsimile or otherwise, but, if by facsimile, with the
original signed pages being promptly sent to the Administrative Agent by
first-class prepaid letter (and the Administrative Agent is hereby authorized
to incorporate such pages into bound originals)) and by the different
parties on separate counterparts, each of which when so executed and delivered
shall be an original, but all counterparts shall together constitute one and
the same instrument.


 


25                                  Additional
Guarantors


 


Except as provided in Section 9.11 of the
Credit Agreement, each Guarantor undertakes to cause each of its subsidiaries
organized under the laws of Germany formed, purchased or acquired after the
date hereof to execute a supplement to this Guarantee in order to become
Guarantor hereunder with the same force and effect as if originally named as a
Guarantor herein. The execution and delivery of any instrument adding an
additional Guarantor as a party to this Guarantee shall not require the consent
of any other Guarantor hereunder. The rights and obligations of each Guarantor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Guarantor as a party to this Guarantee.


 


26                                  Changes
and amendments


 


Changes to and amendments of this Guarantee
including this subsection must be made in writing, signed by all of the parties
hereto.


 


27                                  Choice
of law and venue


 


27.1                        THIS GUARANTEE
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERTFEETED IN ACCORDANCE WITH, THE LAWS OF THE FEDERAL
REPUBLIC OF GERMANY.


 


27.2                        Each Guarantor
hereby irrevocably and unconditionally:


 


27.2.1              submits itself in any legal
action or proceeding relating to this Guarantee and the other Credit Documents
to which it is a party, or for recognition and enforcement of any judgment in
respect thereof, to the non-exclusive general jurisdiction of the courts of
Frankfurt am Main, Germany, the courts of the State of New York, the courts of
the United States of America for the Southern District of New York and
appellate courts from any thereof;


 


27.2.2              consents that any such
action or proceeding may be brought in such courts and waives any objection
that it may now or hereafter have to the venue of any such action or proceeding
in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same; and


 


27.2.3              agrees that nothing herein
shall limit the right of the Administrative Agent to take legal actions before
any other court of competent jurisdiction.


 


16

















 


Signature Page Follows


 


17

















 


EXHIBIT C-4


 


FORM OF
GERMAN NEGATIVE PLEDGE AGREEMENT


 


NEGATIVE PLEDGE AGREEMENT
(the “Agreement”) dated as of July 30,
2004, between Rockwood Pigmente Holding GmbH (“Rockwood Pigmente”) and Silo Pigmente GmbH (“Silo Pigmente” and, together with Rockwood
Pigmente, the “Rockwood Parties”)
both incorporated under the laws of the Federal Republic of Germany, and Credit
Suisse First Boston, acting through its Cayman Islands Branch, as
administrative agent (in such capacity, the “Administrative
Agent”) to the Lenders (as defined below) under the Credit Agreement
(as defined below).


 


A.            Reference is made to the Credit
Agreement dated as of July 30, 2004 (the “Credit
Agreement”), among Rockwood Specialties Group, Inc, a Delaware
corporation, Rockwood Specialties Limited, a company incorporated under the
laws of England and Wales, Rockwood Specialties International, Inc., a
Delaware corporation, the lenders from time to time parties thereto (the “Lenders”), the Administrative Agent, and UBS Securities LLC
and Goldman Sachs Credit Partners L.P., as co-syndication agents. Capitalized
terms used herein but not otherwise defined herein, shall have the meanings
ascribed to such terms in the Credit Agreement.


 


B.            Rockwood Pigmente and Silo Pigmente
own 89.93% and 10%, respectively, of the partnership interests of Brockues GmbH &
Co. KG (the “Partnership”).


 


C.            In accordance with Section 6.1(m) of
the Credit Agreement, the parties hereto have entered into this Agreement.


 


Accordingly,
the parties hereto hereby agree with effect as of July 31, 2004, 24:00
(German time) as follows:


 


SECTION 1.
Covenants. The Rockwood Parties hereby covenant to the Administrative
Agent on behalf of the Lenders that such Rockwood Parties shall:


 


(a)           until the Obligations (as defined in
the German Guarantee) under the Credit Documents are paid in full, the
Commitments are terminated and no Letters of Credit drawn by the UK Borrower or
the US Borrower shall be outstanding, notwithstanding that from time to time
during the term of the Credit Agreement and any Hedge Agreement the Credit
Parties may be free from any Obligations, undertake to exercise their voting
rights in the Partnership to prevent the Partnership from creating, incurring,
assuming or suffering to exist any Lien upon any property or assets of any
kind, save for Liens created, incurred, assumed or suffered to exist to meet
the regular working capital requirements of the Partnership or which are
created, incurred, assumed or suffered to exist in the ordinary course of
business of the Partnership, in each case, to the extent permitted by any of
Sections 10.2(a) through (e) (inclusive) of the Credit Agreement or Section 10.2(h) of
the Credit Agreement; provided, that the aggregate principal 


 

















 


amount
of the obligations so secured pursuant to such Section 10.2(h) shall
not exceed US$ 5,000,000 at any one time outstanding,


 


(b)           undertake to exercise their voting
rights in the Partnership to the effect that a partners’ resolution shall be
passed to resolve that the Rockwood Parties may pledge all of the partners’
interests in the Partnership owned by such Rockwood Parties in favor of Credit
Suisse First Boston, as Administrative Agent to the Lenders,


 


(c)           undertake to enter into a pledge
agreement in the form substantially set out in Exhibit A-1 hereto to
pledge all of the partners’ interests in the Partnership owned by the Rockwood
Parties following the partners’ resolution described in paragraph (b) above,
and


 


(d)           undertake to exercise their voting
rights in the Partnership to change the legal status of the Partnership into a
stock corporation (Aktiengesellschaft). Following
such change, the Rockwood Parties agree to “squeeze-out” or take similar steps
which would result in the acquisition or other elimination of the partners’
interests in the Partnership not held by the Rockwood Parties to the extent,
under the legislation and circumstances at such time, the Rockwood Parties
reasonably determine, in consultation with the Administrative Agent, that such
exercise is commercially reasonable and would not require the Rockwood Parties
to take material legal risks under German law or other unduly burdensome
actions.


 


SECTION 2.
Further Assurances. Each party agrees, upon the reasonable request of
any other party, at any time and from time to time, to execute and deliver all
such further documents and take such action as may be reasonably necessary or
appropriate in order to effectively confirm or carry out the provisions of this
Agreement. Any execution and delivery of documents by the Administrative Agent
contemplated by the immediately preceding sentence shall be without recourse to
or warranty by the Administrative Agent.


 


SECTION 3.
Amendment. This Agreement may not be amended, modified or waived except
in writing signed by each party hereto.


 


SECTION 4.
Successors and Assigns Beneficiaries. This Agreement shall be binding on
and inure to the benefit of the parties hereto and their respective successors
and assigns.


 


SECTION 5.
Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY AND INTERPRETED UNDER THE LAWS OF THE FEDERAL REPUBLIC OF
GERMANY.


 


SECTION 6.
Execution of Counterparts. This Agreement may be executed by one or more
of the parties to this Agreement on any number
of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. Delivery of an
executed signature page to this Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually executed counterpart
hereof.


 


(Signature page follows)


 


2
















 


EXHIBIT D


 


FORM OF
GUARANTEE


 


GUARANTEE


 


GUARANTEE dated as of July 30,
2004, made among ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware
corporation (“Holdings”), each of the subsidiaries of ROCKWOOD
SPECIALTIES GROUP, INC., a Delaware corporation (the “US Borrower”),
listed on Annex A hereto (each such subsidiary individually, a “Subsidiary
Guarantor” and, collectively, the “Subsidiary Guarantors”; the
Subsidiary Guarantors and Holdings are referred to collectively as the “Guarantors”)
and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as
administrative agent (in such capacity, the “Administrative Agent”) for
the lenders (the “Lenders”) from time to time parties to the Credit
Agreement dated as of July 30, 2004 (as the same may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the US Borrower, Rockwood Specialties Limited, a company incorporated
under the laws of England and Wales (the “UK Borrower” and, together
with the US Borrower, the “Borrowers”), Holdings, the Lenders, the
Administrative Agent and UBS Securities LLC and Goldman Sachs Credit Partners
L.P., as co-syndication agents (in such capacities, the “Co-Syndication
Agents”) for the Lenders.


 


W I T N E S S E T H:


 


WHEREAS, (a) pursuant to the Credit Agreement,
the Lenders have severally agreed to make Loans to the Borrowers and the Letter
of Credit Issuer has agreed to issue Letters of Credit for the account of the
Borrowers (collectively, the “Extensions of Credit”) upon the terms and
subject to the conditions set forth therein and (b) one or more Lenders or
Affiliates of Lenders may from time to time enter into Hedge Agreements with
the Borrowers or any of the Restricted Subsidiaries;


 


WHEREAS, each Subsidiary Guarantor is a Domestic
Subsidiary of the US Borrower;


 


WHEREAS, the proceeds of the Extensions of Credit
will be used in part to enable the Borrowers to make valuable transfers to the
Subsidiary Guarantors in connection with the operation of their respective
businesses;


 


WHEREAS, each Guarantor acknowledges that it will
derive substantial direct and indirect benefit from the making of the
Extensions of Credit; and


 


WHEREAS, it is a condition precedent to the
obligation of the Lenders and the Letter of Credit Issuer to make their
respective Extensions of Credit to the Borrowers under the


 

















 


Credit Agreement that the Guarantors shall have
executed and delivered this Guarantee to the Administrative Agent for the
ratable benefit of the Secured Parties;


 


NOW, THEREFORE, in consideration of the premises and
to induce the Administrative Agent, the Co-Syndication Agents, the Lenders and
the Letter of Credit Issuer to enter into the Credit Agreement and to induce
the Lenders and the Letter of Credit Issuer to make their respective Extensions
of Credit to the Borrowers under the Credit Agreement and to induce one or more
Lenders or Affiliates of Lenders to enter into Hedge Agreements with the
Borrowers and/or the Restricted Subsidiaries, the Guarantors hereby agree with
the Administrative Agent, for the ratable benefit of the Secured Parties, as
follows:


 


1.             Defined
Terms.


 


(a)           Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.


 


(b)           As
used herein, the term “Closing Time” means 24:00 (German time) on the
Closing Date.


 


(c)           As
used herein, the term “Obligations” means the collective reference to
(i) the due and punctual payment of (x) the principal of and premium,
if any, and interest at the applicable rate provided in the Credit Agreement
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (y) each payment required to be made by the Borrowers under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral, and (z) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Borrowers or any other Credit Party to any
of the Secured Parties under the Credit Agreement and the other Credit
Documents, (ii) the due and punctual performance of all covenants,
agreements, obligations and liabilities of the Borrowers under or pursuant to
the Credit Agreement and the other Credit Documents, (iii) the due and
punctual payment and performance of all the covenants, agreements, obligations
and liabilities of each other Credit Party under or pursuant to this Guarantee
or the other Credit Documents, (iv) the due and punctual payment and
performance of all obligations of each Borrower or Restricted Subsidiary under
each Hedge Agreement that (x) is in effect on the Closing Date with a
counterparty that is a Lender or an Affiliate of a Lender as of the Closing
Date or (y) is entered into after the Closing Date with any counterparty
that is a Lender or an Affiliate of a Lender at the time such Hedge Agreement
is entered into and (v) the due and punctual payment and performance of
all obligations in respect of overdrafts and related liabilities owed to the
Administrative Agent or its Affiliates arising from or in connection with
treasury, depositary or cash management services or in connection with any
automated clearinghouse transfer of funds.


 


2

















 


(d)           As
used herein, the term “Secured Parties” means (i) the Lenders,
(ii) the Letter of Credit Issuer, (iii) the Swingline Lender,
(iv) the Administrative Agent, (v) the Co-Syndication Agents,
(vi) each counterparty to a Hedge Agreement the obligations under which
constitute Obligations, (viii) the beneficiaries of each indemnification
obligation undertaken by any Credit Party under any Credit Document and
(ix) any successors, indorsees, transferees and assigns of each of the
foregoing.


 


(e)           References
to “Lenders” in this Guarantee shall be deemed to include Affiliates of Lenders
that may from time to time enter into Hedge Agreements with any Borrower or
Restricted Subsidiary.


 


(f)            The
words “hereof,” “herein” and “hereunder” and words of similar import when used
in this Guarantee shall refer to this Guarantee as a whole and not to any
particular provision of this Guarantee, and Section references are to
Sections of this Guarantee unless otherwise specified.  The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.


 


(g)           The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


 


2.             Guarantee.


 


(a)           Subject
to the provisions of Section 2(b) and effective immediately upon the
Closing Time, each of the Guarantors hereby, jointly and severally,
unconditionally and irrevocably, guarantees, as primary obligor and not merely
as surety, to the Administrative Agent, for the ratable benefit of the Secured
Parties, the prompt and complete payment and performance when due (whether at
the stated maturity, by acceleration or otherwise) of the Obligations.


 


(b)           Anything
herein or in any other Credit Document to the contrary notwithstanding, the maximum
liability of each Guarantor hereunder and under the other Credit Documents
shall in no event exceed the amount that can be guaranteed by such Guarantor
under applicable laws relating to the insolvency of debtors.


 


(c)           Each
Guarantor further agrees to pay any and all expenses (including all fees and
disbursements of counsel) that may be paid or incurred by the Administrative
Agent or any other Secured Party in enforcing, or obtaining advice of counsel
in respect of, any rights with respect to, or collecting, any or all of the
Obligations and/or enforcing any rights with respect to, or collecting against,
such Guarantor under this Guarantee.


 


(d)           Each
Guarantor agrees that the Obligations may at any time and from time to time
exceed the amount of the liability of such Guarantor hereunder without
impairing this Guarantee or affecting the rights and remedies of the
Administrative Agent or any other Secured Party hereunder.


 


(e)           No
payment or payments made by the Borrowers, any of the Guarantors, any other
guarantor or any other Person or received or collected by the Administrative
Agent or any other Secured Party from the Borrowers, any of the Guarantors, any
other guarantor or any


 


3

















 


other Person by virtue of any action or proceeding
or any set-off or appropriation or application at any time or from time to time
in reduction of or in payment of the Obligations shall be deemed to modify,
reduce, release or otherwise affect the liability of any Guarantor hereunder,
which shall, notwithstanding any such payment or payments other than payments
made by such Guarantor in respect of the Obligations or payments received or
collected from such Guarantor in respect of the Obligations, remain liable for
the Obligations up to the maximum liability of such Guarantor hereunder until
the Obligations under the Credit Documents are paid in full, the Commitments
are terminated and no Letters of Credit shall be outstanding.


 


(f)            Each
Guarantor agrees that whenever, at any time, or from time to time, it shall
make any payment to the Administrative Agent or any other Secured Party on
account of its liability hereunder, it will notify the Administrative Agent in
writing that such payment is made under this Guarantee for such purpose.


 


3.             Right
of Contribution.  Each Guarantor
hereby agrees that to the extent that a Guarantor shall have paid more than its
proportionate share of any payment made hereunder, such Guarantor shall be
entitled to seek and receive contribution from and against any other Guarantor
hereunder who has not paid its proportionate share of such payment.  Each Guarantor’s right of contribution shall
be subject to the terms and conditions of Section 5 hereof.  The provisions of this Section 3 shall
in no respect limit the obligations and liabilities of any Guarantor to the
Administrative Agent and the other Secured Parties, and each Guarantor shall
remain liable to the Administrative Agent and the other Secured Parties for the
full amount guaranteed by such Guarantor hereunder.


 


4.             Right
of Set-off.  In addition to any
rights and remedies of the Secured Parties provided by law, each Guarantor
hereby irrevocably authorizes each Secured Party at any time and from time to
time following the occurrence and during the continuance of an Event of Default
without notice to such Guarantor or any other Guarantor, any such notice being
expressly waived by each Guarantor, upon any amount becoming due and payable by
such Guarantor hereunder (whether at stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Secured Party to or for the credit
or the account of such Guarantor.  Each
Secured Party shall notify such Guarantor promptly of any such set-off and the
appropriation and application made by such Secured Party, provided that
the failure to give such notice shall not affect the validity of such set-off
and application.


 


5.             No
Subrogation.  Notwithstanding any
payment or payments made by any of the Guarantors hereunder or any set-off or
appropriation and application of funds of any of the Guarantors by the
Administrative Agent or any other Secured Party, no Guarantor shall be entitled
to be subrogated to any of the rights of the Administrative Agent or any other
Secured Party against the Borrowers or any other Guarantor or any collateral
security or guarantee or right of offset held by the Administrative Agent or
any other Secured Party for the payment of the Obligations, nor shall any
Guarantor seek or be entitled to seek any contribution or reimbursement from
the Borrowers or any other Guarantor in respect of payments made by such
Guarantor hereunder, until all amounts owing to the Administrative Agent and
the other Secured


 


4

















 


Parties by the Credit Parties on account of the
Obligations under the Credit Documents are paid in full, the Commitments are
terminated and no Letters of Credit shall be outstanding.  If any amount shall be paid to any Guarantor
on account of such subrogation rights at any time when all the Obligations
shall not have been paid in full, such amount shall be held by such Guarantor
in trust for the Administrative Agent and the other Secured Parties, segregated
from other funds of such Guarantor, and shall, forthwith upon receipt by such
Guarantor, be turned over to the Administrative Agent in the exact form
received by such Guarantor (duly indorsed by such Guarantor to the
Administrative Agent, if required), to be applied against the Obligations,
whether due or to become due, in such order as the Administrative Agent may
determine.


 


6.             Amendments, etc.
with Respect to the Obligations; Waiver of Rights.  Each Guarantor shall remain obligated
hereunder notwithstanding that, without any reservation of rights against any
Guarantor and without notice to or further assent by any Guarantor,
(a) any demand for payment of any of the Obligations made by the
Administrative Agent or any other Secured Party may be rescinded by such party
and any of the Obligations continued, (b) the Obligations, or the
liability of any other party upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended,
modified, accelerated, compromised, waived, surrendered or released by the
Administrative Agent or any other Secured Party, (c) the Credit Agreement,
the other Credit Documents, the Letters of Credit and any other documents
executed and delivered in connection therewith and the Hedge Agreements and any
other documents executed and delivered in connection therewith and any
documents entered into with the Administrative Agent or any of its Affiliates
in connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds may be amended,
modified, supplemented or terminated, in whole or in part, as the
Administrative Agent (or the Required Lenders, as the case may be, or, in the
case of any Hedge Agreement or documents entered into with the Administrative
Agent or any of its Affiliates in connection with treasury, depositary or cash
management services or in connection with any automated clearinghouse transfer
of funds, the party thereto) may deem advisable from time to time, and (d) any
collateral security, guarantee or right of offset at any time held by the
Administrative Agent or any other Secured Party for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released.  Neither the Administrative Agent nor any
other Secured Party shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Obligations or for
this Guarantee or any property subject thereto. 
When making any demand hereunder against any Guarantor, the
Administrative Agent or any other Secured Party may, but shall be under no
obligation to, make a similar demand on the Borrowers or any Guarantor or
guarantor, and any failure by the Administrative Agent or any other Secured
Party to make any such demand or to collect any payments from the Borrowers or
any Guarantor or guarantor or any release of the Borrowers or any Guarantor or
guarantor shall not relieve any Guarantor in respect of which a demand or
collection is not made or any Guarantor not so released of its several
obligations or liabilities hereunder, and shall not impair or affect the rights
and remedies, express or implied, or as a matter of law, of the Administrative
Agent or any other Secured Party against any Guarantor.  For the purposes hereof, “demand” shall
include the commencement and continuance of any legal proceedings.


 


7.             Guarantee
Absolute and Unconditional.  Each
Guarantor waives any and all notice of the creation, contraction, incurrence,
renewal, extension, amendment, waiver or


 


5

















 


accrual of any of the Obligations, and notice of or
proof of reliance by the Administrative Agent or any other Secured Party upon
this Guarantee or acceptance of this Guarantee, the Obligations or any of them,
shall conclusively be deemed to have been created, contracted or incurred, or
renewed, extended, amended, waived or accrued, in reliance upon this Guarantee;
and all dealings between the Borrowers and any of the Guarantors, on the one
hand, and the Administrative Agent and the other Secured Parties, on the other
hand, likewise shall be conclusively presumed to have been had or consummated
in reliance upon this Guarantee.  Each
Guarantor waives diligence, presentment, protest, demand for payment and notice
of default or nonpayment to or upon the Borrowers or any of the Guarantors with
respect to the Obligations.  Each
Guarantor understands and agrees that this Guarantee shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity, regularity or enforceability of the Credit Agreement,
any other Credit Document, any Letter of Credit or any Hedge Agreement, any of
the Obligations or any other collateral security therefor or guarantee or right
of offset with respect thereto at any time or from time to time held by the
Administrative Agent or any other Secured Party, (b) any defense, set-off
or counterclaim (other than a defense of payment or performance) that may at
any time be available to or be asserted by the Borrowers against the
Administrative Agent or any other Secured Party or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the
Borrowers or such Guarantor) that constitutes, or might be construed to
constitute, an equitable or legal discharge of the Borrowers for the
Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any
other instance.  When pursuing its rights
and remedies hereunder against any Guarantor, the Administrative Agent and any
other Secured Party may, but shall be under no obligation to, pursue such
rights and remedies as it may have against the Borrowers or any other Person or
against any collateral security or guarantee for the Obligations or any right
of offset with respect thereto, and any failure by the Administrative Agent or
any other Secured Party to pursue such other rights or remedies or to collect
any payments from the Borrowers or any such other Person or to realize upon any
such collateral security or guarantee or to exercise any such right of offset,
or any release of the Borrowers or any such other Person or any such collateral
security, guarantee or right of offset, shall not relieve such Guarantor of any
liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Administrative
Agent and the other Secured Parties against such Guarantor.  This Guarantee shall remain in full force and
effect and be binding in accordance with and to the extent of its terms upon
each Guarantor and the successors and assigns thereof, and shall inure to the
benefit of the Administrative Agent and the other Secured Parties, and their
respective successors, indorsees, transferees and assigns, until all the
Obligations under the Credit Documents shall have been satisfied by payment in
full, the Commitments shall be terminated and no Letters of Credit shall be
outstanding, notwithstanding that from time to time during the term of the
Credit Agreement and any Hedge Agreement the Credit Parties may be free from
any Obligations.  A Guarantor shall
automatically be released from its obligations hereunder and the Guarantee of such
Guarantor shall be automatically released upon the consummation of any
transaction permitted by the Credit Agreement as a result of which such
Guarantor ceases to be a Domestic Subsidiary of the Borrower.  In connection with any such release, the
Administrative Agent shall execute and deliver to any Guarantor, at such
Guarantor’s expense, all documents that such Guarantor shall reasonably request
to evidence such termination or release. 
Any execution and delivery of documents pursuant to the preceding
sentence of this Section 7 shall be without recourse to or warranty by the
Administrative Agent.


 


6

















 


8.             Reinstatement.  This Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any other Secured Party
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Borrowers or any Guarantor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the
Borrowers or any Guarantor or any substantial part of its property, or
otherwise, all as though such payments had not been made.


 


9.             Payments.  Each Guarantor hereby guarantees that
payments hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars at the Administrative Agent’s Office.


 


10.          Representations
and Warranties; Covenants.


 


(a)           Each
Guarantor hereby represents and warrants that the representations and
warranties set forth in Section 8 of the Credit Agreement as they relate
to such Guarantor or in the other Credit Documents to which such Guarantor is a
party, each of which is hereby incorporated herein by reference, are true and
correct, and the Administrative Agent and each other Secured Party shall be
entitled to rely on each of them as if they were fully set forth herein.


 


(b)           Each
Guarantor hereby covenants and agrees with the Administrative Agent and each
other Secured Party that, from and after the date of this Guarantee until the
Obligations under the Credit Documents are paid in full, the Commitments are
terminated and no Letter of Credit remains outstanding, such Guarantor shall
take, or shall refrain from taking, as the case may be, all actions that are
necessary to be taken or not taken so that no violation of any provision,
covenant or agreement contained in Section 9 or 10 of the Credit
Agreement, and so that no Default or Event of Default, is caused by any act or
failure to act of such Guarantor or any of its Subsidiaries.


 


11.          Authority
of Agent.  Each Guarantor
acknowledges that the rights and responsibilities of the Administrative Agent
under this Guarantee with respect to any action taken by the Administrative
Agent or the exercise or non-exercise by the Administrative Agent of any
option, right, request, judgment or other right or remedy provided for herein
or resulting or arising out of this Guarantee shall, as between the Administrative
Agent and the other Secured Parties, be governed by the Credit Agreement and by
such other agreements with respect thereto as may exist from time to time among
them, but, as between the Administrative Agent and such Guarantor, the
Administrative Agent shall be conclusively presumed to be acting as agent for
the Secured Parties with full and valid authority so to act or refrain from
acting, and no Guarantor shall be under any obligation, or entitlement, to make
any inquiry respecting such authority.


 


12.          Notices.  All notices, requests and demands pursuant
hereto shall be made in accordance with Section 14.2 of the Credit
Agreement.  All communications and
notices hereunder to each Guarantor shall be given to it in care of the
US Borrower at the US Borrower’s address set forth in
Section 14.2 of the Credit Agreement.


 


7

















 


13.          Counterparts.  This Guarantee may be executed by one or more
of the parties to this Guarantee on any number of separate counterparts (including
by facsimile or other electronic transmission), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Guarantee signed
by all the parties shall be lodged with the Administrative Agent and the
US Borrower.


 


14.          Severability.  Any provision of this Guarantee that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.  The parties
hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


15.          Integration.  This Guarantee represents the agreement of
each Guarantor and the Administrative Agent with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties
by the Administrative Agent or any other Secured Party relative to the subject
matter hereof not expressly set forth or referred to herein or in the other
Credit Documents.


 


16.          Amendments
in Writing; No Waiver; Cumulative Remedies.


 


(a)           None
of the terms or provisions of this Guarantee may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the affected Guarantor(s) and the Administrative Agent in accordance with
Section 14.1 of the Credit Agreement.


 


(b)           Neither
the Administrative Agent nor any other Secured Party shall by any act (except
by a written instrument pursuant to Section 16(a) hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any other Secured Party,
any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  A waiver by the Administrative Agent or any
other Secured Party of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy that the Administrative Agent
or any Secured Party would otherwise have on any future occasion.


 


(c)           The
rights, remedies, powers and privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.


 


17.          Section Headings.  The Section headings used in this
Guarantee are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation
hereof.


 


8

















 


18.          Successors
and Assigns.  This Guarantee shall be
binding upon the successors and assigns of each Guarantor and shall inure to
the benefit of the Administrative Agent and the other Secured Parties and their
respective successors and assigns except that no Guarantor may assign, transfer
or delegate any of its rights or obligations under this Guarantee without the
prior written consent of the Administrative Agent.


 


19.          Additional
Guarantors.  Each Subsidiary of the
US Borrower that is required to become a party to this Guarantee pursuant to Section 9.11
of the Credit Agreement shall become a Guarantor, with the same force and
effect as if originally named as a Guarantor herein, for all purposes of this
Guarantee upon execution and delivery by such Subsidiary of a Supplement in the
form of Annex B hereto.  The execution
and delivery of any instrument adding an additional Guarantor as a party to
this Guarantee shall not require the consent of any other Guarantor
hereunder.  The rights and obligations of
each Guarantor hereunder shall remain in full force and effect notwithstanding
the addition of any new Guarantor as a party to this Guarantee.


 


20.          WAIVER
OF JURY TRIAL.  EACH GUARANTOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTEE, ANY OTHER CREDIT DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.


 


21.          Submission
to Jurisdiction; Waivers.  Each
Guarantor hereby irrevocably and unconditionally:


 


(a)           submits
for itself and its property in any legal action or proceeding relating to this
Guarantee and the other Credit Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States of America for the Southern District of
New York and appellate courts from any thereof;


 


(b)           consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;


 


(c)           agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Guarantor at its address referred
to in Section 12 or at such other address of which the Administrative
Agent shall have been notified pursuant thereto;


 


(d)           agrees
that nothing herein shall affect the right of the Administrative Agent or any
other Secured Party to effect service of process in any other manner permitted
by law or shall limit the right of the Administrative Agent or any other
Secured Party to sue in any other jurisdiction; and


 


(e)           waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 21
any special, exemplary, punitive or consequential damages.


 


9

















 


22.          GOVERNING
LAW.  THIS GUARANTEE AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


10

















 


IN WITNESS WHEREOF, each of the undersigned has
caused this Guarantee to be duly executed and delivered by its duly authorized
officer as of the day and year first above written.


 
















 


ANNEX A


TO THE GUARANTEE


 


SUBSIDIARY GUARANTORS


 

















 


ANNEX A


TO THE GUARANTEE


 


SUPPLEMENT NO. [  ]
dated as of
[            ], to
the Guarantee dated as of July 30, 2004, among ROCKWOOD SPECIALTIES
INTERNATIONAL, INC., a Delaware corporation (“Holdings”), each of
the subsidiaries of ROCKWOOD SPECIALTIES GROUP, INC., a Delaware
corporation (the “US Borrower”) listed on Annex A thereto (each such
subsidiary individually, a “Subsidiary Guarantor”, and, collectively,
the “Subsidiary Guarantors”; the Subsidiary Guarantors and Holdings are
referred to collectively as the “Guarantors”) and CREDIT SUISSE FIRST
BOSTON, acting through its Cayman Islands Branch, as administrative agent (in
such capacity, the “Administrative Agent”) for the lenders to the
Borrowers (the “Lenders”) from time to time parties to the Credit
Agreement referred to below.


 


A.  Reference
is made to (a) the Credit Agreement dated as of July 30, 2004 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Holdings, the US Borrower, Rockwood Specialties Limited,
a company incorporated under the laws of England and Wales, the Lenders from
time to time party thereto, the Administrative Agent and UBS Securities LLC and
Goldman Sachs Credit Partners L.P., as co-syndication agents (in such
capacities, the “Co-Syndication Agents”).


 


B. 
Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Guarantee (or, if not defined
therein, in the Credit Agreement).


 


C.  The
Guarantors have entered into the Guarantee in order to induce the
Administrative Agent, the Co-Syndication Agents and the Lenders and the Letter
of Credit Issuer to enter into the Credit Agreement and to induce the Lenders
and the Letter of Credit Issuer to make their respective Extensions of Credit
to the Borrowers under the Credit Agreement and to induce one or more Lenders
or Affiliates of Lenders to enter into Hedge Agreements with the
Borrowers.  Section 9.11 of the
Credit Agreement and Section 19 of the Guarantee provide that additional
Subsidiaries may become Guarantors under the Guarantee by execution and
delivery of an instrument in the form of this Supplement.  Each undersigned Subsidiary (each a “New
Guarantor”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Guarantor under the Guarantee
in order to induce the Lenders and the Letter of Credit Issuer to make
additional Extensions of Credit and as consideration for Extensions of Credit previously
made.


 

















 


Accordingly, the Administrative Agent and each New
Guarantor agrees as follows:


 


SECTION 1. 
In accordance with Section 19 of the Guarantee, each New Guarantor
by its signature below becomes a Guarantor under the Guarantee with the same
force and effect as if originally named therein as a Guarantor and each New
Guarantor hereby (a) agrees to all the terms and provisions of the
Guarantee applicable to it as a Guarantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Guarantor
thereunder are true and correct on and as of the date hereof. Each reference to
a Guarantor in the Guarantee shall be deemed to include each New
Guarantor.  The Guarantee is hereby
incorporated herein by reference.


 


SECTION 2. 
Each New Guarantor represents and warrants to the Administrative Agent
and the other Secured Parties that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.


 


SECTION 3. 
This Supplement may be executed by one or more of the parties to this
Supplement on any number of separate counterparts (including by facsimile or
other electronic transmission), and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.  A set of the copies of this Supplement signed
by all the parties shall be lodged with the US Borrower and the Administrative
Agent.  This Supplement shall become
effective as to each New Guarantor when the Administrative Agent shall have
received counterparts of this Supplement that, when taken together, bear the
signatures of such New Guarantor and the Administrative Agent.


 


SECTION 4. 
Except as expressly supplemented hereby, the Guarantee shall remain in
full force and effect.


 


SECTION 5. 
THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.


 


SECTION 6. 
Any provision of this Supplement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof and in the Guarantee, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 7. 
All notices, requests and demands pursuant hereto shall be made in
accordance with Section 14.2 of the Credit Agreement.  All communications and notices hereunder to
each New Guarantor shall be given to it in care of the US Borrower at the
US Borrower’s address set forth in Section 14.2 of the Credit
Agreement.


 

















 


SECTION 8. 
Each New Guarantor agrees to reimburse the Administrative Agent for its
out-of-pocket expenses in connection with this Supplement, including the fees,
disbursements and other charges of counsel for the Administrative Agent.


 

















 


IN WITNESS WHEREOF, each New Guarantor and the
Administrative Agent have duly executed this Supplement to the Guarantee as of
the day and year first above written.


 


	
   

  	
  [NAME
  OF NEW GUARANTOR],

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE FIRST BOSTON,

  acting through its Cayman Islands Branch, as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 
















 


EXHIBIT E-1


 


FORM OF
ITALIAN GUARANTEE


 


 


Private & Confidential


 


Dated 30 July 2004


 






 


 


Rockwood Italia S.p.A.    (1)


 


 






 


GUARANTEE


 






 

















 


Working translation into English


 


ContentsClausePage


 


	
  1

  	
  Defined Terms

  	
  3

  
	
   

  	
   

  	
   

  
	
  2

  	
  Guarantee

  	
  4

  
	
   

  	
   

  	
   

  
	
  3

  	
  Right of Set-off

  	
  5

  
	
   

  	
   

  	
   

  
	
  4

  	
  Effectiveness and Discharge of the Guarantee

  	
  6

  
	
   

  	
   

  	
   

  
	
  5

  	
  Payments

  	
  6

  
	
   

  	
   

  	
   

  
	
  6

  	
  Representations and Warranties; Covenants

  	
  6

  
	
   

  	
   

  	
   

  
	
  7

  	
  Authority of the Administrative Agent

  	
  7

  
	
   

  	
   

  	
   

  
	
  8

  	
  Notices

  	
  7

  
	
   

  	
   

  	
   

  
	
  9

  	
  Severability

  	
  7

  
	
   

  	
   

  	
   

  
	
  10

  	
  Amendments in Writing; No Waiver; Cumulative
  Remedies

  	
  8

  
	
   

  	
   

  	
   

  
	
  11

  	
  Section Headings

  	
  8

  
	
   

  	
   

  	
   

  
	
  12

  	
  Successors and Assigns

  	
  8

  
	
   

  	
   

  	
   

  
	
  13

  	
  Jurisdiction

  	
  9

  
	
   

  	
   

  	
   

  
	
  14

  	
  Governing Law

  	
  9

  



 

















 


[LETTERHEAD OF ROCKWOOD ITALIA S.P.A.]


Milan 30 July 2004


 


Credit
Suisse First Boston

Cayman Islands Branch

Eleven Madison Avenue

New York

New York 10010, USA


 


UBS
Loan Finance LLC

677 Washington Boulevard

Stamford, Connecticut 06901, USA


 


Goldman
Sachs Credit Partners L.P.

Clarendon House

2 Church Street

Hamilton

HM CX Bermuda


 


Dear
Sirs,


 


Following
our recent discussions, we hereby propose the constitution of a guarantee in
the terms and conditions set out in the following agreement (the “Agreement”)
dated [·1 made between:


 


(1)                                 Rockwood Italia S.p.A.”,
a company incorporated and existing under the laws of Italy, having its
registered office in Turin, Via Reiss Romoli no. 44/12, Italy, share
capital of Euro 3,819,930, fiscal code and number of registration in the
Companies Register of Turin 02146370263, (the “Guarantor”), represented
by the undersigned Mr. Gabriele Ceracchi born in Spoleto (Italy), on 5 April 1952,
and domiciled for the purpose of this document in Turin, Via Reiss Romoli n.
44/12, in his capacity as Chairman of the Board of Directors of the Guarantor
authorised to execute the present deed by virtue of the powers conferred to him
by a resolution of the Board of Directors meeting held on 30 July 2004
which is attached hereto sub Annex
A;


 


(2)                                 Credit Suisse First Boston, acting through its Cayman Islands Branch, Eleven Madison Avenue, New York, New York 10010, USA (hereafter the “Administrative
Agent”) acting for the purposes of this Agreement as
Administrative Agent for the Secured Parties, as secured creditors and
beneficiaries of the pledge constituted by virtue of this Agreement,
represented by its agent Enrica Pagani, born in Codogno (LO), on 30 August 1974,
domiciled for the purposes of this Agreement in Piazza Diaz 1, Milan 20123
(Italy), duly authorised to act in the capacity referred to below by virtue of
a special power of attorney, duly certified and apostilled, which is attached
hereto Annex B;


 


(3)                                 UBS Loan Finance LLC, 677 Washington
Boulevard, Stanford, Connecticut 06901, USA (“UBS”), represented
by its agent Enrica Pagani, born in Codogno (LO), on 30 August 1974,
domiciled for the purposes of this Agreement in Piazza Diaz 1, Milan 20123
(Italy), duly authorised to act in the capacity referred to below by virtue of
a special power of attorney, duly certified and apostilled, which is attached
hereto Annex B;


 

















 


(4)                                 Goldman Sachs Credit Partners L.P., Clarendon
House, 2 Church Street, Hamilton, HM CX Bermuda (the “GS Co-Syndication Agent”), represented
by its agent Enrica Pagani, born in Codogno (LO), on 30 August 1974,
domiciled for the purposes of this Agreement in Piazza Diaz 1, Milan 20123
(Italy), duly authorised to act in the capacity referred to below by virtue of
a special power of attorney, duly certified and apostilled, which is attached
hereto Annex B;


 


the
Administrative Agent, UBS and the GS Co-Syndication Agent together the “Beneficiaries”.


 


WHEREAS


 


(A)                               On 30 July 2004
a credit agreement (as the same may be amended, supplemented, otherwise
modified from time to time, the “Credit Agreement”) has been entered
into among (1) Rockwood Specialties Group Inc., a Delaware corporation, (2) Rockwood
Specialties Limited, as UK Borrower (“UK Borrower”), (3) Rockwood
Specialties International, Inc., a Delaware corporation, (4) the
lending institutions from time to time parties thereto (collectively the “Lenders”),
(5) Credit Suisse First Boston, acting through its Cayman Islands
branch as administrative agent and (6) the Co-Syndication Agents;


 


(B)                               Pursuant to the
Credit Agreement, (a) the Lenders have, inter alia, severally agreed to
make Loans to, inter alia, the UK Borrower and the Letter of Credit Issuer has
agreed to issue Letters of Credit for the account of the UK Borrower
(collectively, the “Extensions of Credit”) upon the
terms and subject to the conditions set out in the Credit Agreement and subject
to the interest rate provided in Section 2.8 of the Credit Agreement and
repayable on the terms and conditions provided in Section 2.5 of the
Credit Agreement (b) one or more Lenders or Affiliates of Lenders may from
time to time enter into Hedge Agreements with the UK Borrower;


 


(C)                               The Guarantor
is a Subsidiary of the US Borrower;


 


(D)                               The proceeds of
the Extensions of Credit will be used in part to enable the UK Borrower to make
valuable transfers to the Guarantor in connection with the operation of their
respective businesses;


 


(E)                                The Guarantor
acknowledges that it will derive substantial direct and indirect benefit from
the making of the Extensions of Credit; and


 


(F)                                 It is a
condition precedent to the obligation of the Lenders and the Letter of Credit
Issuer to make their respective Extensions of Credit to the UK Borrower under
the Credit Agreement that the Guarantor shall have executed and delivered this
guarantee to the Administrative Agent, for itself and the rateable benefit of
the Secured Parties, UBS and the GS Co-Syndication Agent;


 


NOW,
THEREFORE, in consideration of the recitals (which constitute an integral and
substantial part of this agreement, the “Agreement”) and to induce the
Administrative Agent, the Co-Syndication Agents and the Lenders and the Letter
of Credit Issuer to enter into the Credit Agreement and to induce the Lenders
and the Letter of Credit Issuer to make their respective


 

















 


Extensions
of Credit to the UK Borrower under the Credit Agreement and to induce one or
more Lenders or Affiliates of Lenders to enter into Hedge Agreements with the
UK Borrower, the Guarantor hereby agrees guarantee the Secured Parties as
follows:


 


1                                         Defined Terms


 


1.1                               Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.


 


1.2                               As used herein,
the term “Secured Obligations” means the collective reference to:


 


(a)                                 the due and punctual payment
of (i) the principal of and premium, if any, and interest at the
applicable rate provided in the Credit Agreement (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding) on the Loans, extended to the UK Borrower, when and as due,
whether at maturity, by acceleration, upon one or more dates set for prepayment
or otherwise, (ii) each payment required to be made by the UK Borrower
under the Credit Agreement in respect of any Letter of Credit, when and as due,
and (iii) all other monetary obligations, including fees, costs, expenses
and indemnities, whether primary, secondary, direct, contingent, fixed or
otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding), of the UK
Borrower or any other Credit Party that is a Foreign Subsidiary of any of the
Secured Parties under the Credit Agreement and the other Credit Documents;


 


(b)                                 the due and punctual
performance of all covenants, agreements, obligations and liabilities of the UK
Borrower under or pursuant to the Credit Agreement and the other Credit
Documents;


 


(c)                                  the due and punctual payment
and performance of all the covenants, agreements, obligations and liabilities
of each other Credit Party that is a Foreign Subsidiary under or pursuant to
this Agreement or the other Credit Documents;


 


(d)                                 the due and punctual payment
and performance of all obligations of the UK Borrower and each Credit Party
that is a Foreign Subsidiary under each Hedge Agreement that (i) is in
effect on the Closing Date with a counterparty that is a Lender or an Affiliate
of a Lender as of the Closing Date or (ii) is entered into after the
Closing Date with any counterparty that is a Lender or an Affiliate of a Lender
at the time such Hedge Agreement is entered into; and


 


(e)                                  the due and punctual payment
and performance of all obligations in respect of overdrafts and related
liabilities owed to the Secured Parties or their Affiliates by the UK Borrower
or any other Credit Party that is a Foreign Subsidiary, arising from or in
connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds.


 


1.3                               “Secured Parties” means (i) the
Lenders (including UBS), (ii) the Letter of Credit Issuer, (iii) the
Swingline Lender, (iv) the Administrative Agent, (v) the
Co-Syndication Agents


 

















 


(including the GS Co-Syndication Agent), (vi) each
counterparty to a Hedge Agreement the obligations under which constitute
Obligations, (vii) the beneficiaries of each indemnification obligation
undertaken by any Credit Party under any Credit Document and (viii) any
successors, indorsees, transferees and assigns of each of the foregoing.


 


1.4                               References to “Lenders”
in this Guarantee shall be deemed to include Affiliates of Lenders that may
from time to time enter into Hedge Agreements with the UK Borrower.


 


1.5                               The meanings
given to terms defined herein shall be equally applicable to both the singular
and plural forms of such terms.


 


2                                         Guarantee


 


2.1                               Subject to the
provisions of Section 2.2, the Guarantor hereby, unconditionally and
irrevocably, guarantees, as primary obligor and not merely as surety, to the
Administrative Agent, for itself and the rateable benefit of the Secured
Parties, the GS Co-Syndication Agent and UBS and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment and
performance of the Secured Obligations.


 


2.2                               The Guarantee
is offered up to a maximum of Euro 6,713,940.00 (six million seven hundred
thirteen thousand nine hundred and forty). Under no circumstances shall the
Guarantor be required to make any payment pursuant to the Guarantee if, with
such payment the aforementioned limits and amounts are exceeded.


 


2.3                               The Guarantor
further agrees to pay any and all expenses (including all fees and
disbursements of counsel) that may be paid or incurred by the Beneficiaries in
enforcing, or obtaining advice of counsel in respect of, any rights with
respect to, or collecting, any or all of the Secured Obligations and/or
enforcing any rights with respect to, or collecting against, the Guarantor
under this Guarantee. Any taxes, fees or costs owed for the signing or
execution of this Guarantee shall be borne by the Guarantor.


 


2.4                               No payment or
payments made by the UK Borrower, the Guarantor, any other guarantor or any
other Person or received or collected by the Beneficiaries or any other Secured
Party from the UK Borrower, the Guarantor, any other guarantor or any other
Person by virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment of
the Secured Obligations shall be deemed to modify, reduce, release or otherwise
affect the liability of the Guarantor hereunder, which shall, notwithstanding
any such payment or payments other than payments made by the Guarantor in
respect of the Secured Obligations or payments received or collected from the
Guarantor in respect of the Secured Obligations, remain liable for the Secured
Obligations up to the maximum liability of the Guarantor hereunder until the
Secured Obligations are paid in full, the Commitments are terminated and no
Letters of Credit drawn by the UK Borrower shall be outstanding.


 


2.5                               The Guarantor
agrees that whenever, at any time, or from time to time, it shall make any
payment to the Beneficiaries or any other Secured Party on account of its
liability


 

















 


hereunder, it will notify the Beneficiaries in writing that such payment is made under this Guarantee for such purpose.


 


2.6                               The Guarantor
offers and creates such Guarantee with formal waiver of any rights under
article 1944 of the Italian Civil Code, and shall remain jointly and severally
bound with the UK Borrower and the other obligors of the Secured Obligations.


 


3                                         Right of Set-off


 


In addition to any rights and remedies of the
Beneficiaries provided by law, the Guarantor hereby irrevocably authorizes the
Beneficiaries at any time and from time to time following the occurrence and
during the continuance of an Event of Default without notice to the Guarantor,
any such notice being expressly waived by the Guarantor, upon any amount
becoming due and payable by the Guarantor hereunder (whether at stated
maturity, by acceleration or otherwise) to set-off and appropriate and apply
against such amount any and all deposits, in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct
or indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Beneficiaries to or for the credit or the account of the
Guarantor. The Beneficiaries shall notify the Guarantor promptly of any such
set-off and the appropriation and application made, provided that the
failure to give such notice shall not affect the validity of such set-off and
application.


 


4                                         Effectiveness and Discharge of the Guarantee


 


4.1                               This Guarantee
shall remain in full force and effect and be binding in accordance with and to
the extent of its terms upon the Guarantor and the successors and assigns
thereof, and shall inure to the benefit of the Beneficiaries and the other
Secured Parties, and their respective successors, indorsees, transferees and
assigns, until all the Secured Obligations and the Secured Obligations of the
Guarantor under this Guarantee shall have been satisfied by payment in full,
the Commitments shall be terminated and no Letters of Credit drawn by the UK
Borrower shall be outstanding, notwithstanding that from time to time during
the term of the Credit Agreement and any Hedge Agreement the Credit Parties may
be free from any Secured Obligations.


 


4.2                               The Guarantor
shall automatically be released from its obligations hereunder and the
Guarantee of the Guarantor shall be automatically released upon the
consummation of any transaction permitted by the Credit Agreement as a result
of which the Guarantor ceases to be a Subsidiary of the US Borrower.


 


4.3                               In connection
with any such release, the Beneficiaries shall execute and deliver to the
Guarantor, at the Guarantor’s expense, all documents that the Guarantor shall
reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this Section 4.3 shall be without
recourse to or warranty by the Beneficiaries.


 


4.4                               The Guarantor
waives the benefits, rights and exceptions pursuant to articles 1945, 1955 and
1957 of the Italian Civil Code.


 

















 


5                                         Payments


 


The Guarantor hereby guarantees that payments
hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars at the Administrative Agent’s Office.


 


6                                         Representations and Warranties; Covenants.


 


6.1                               The Guarantor
is a company duly incorporated and validly existing under Italian law. The
Guarantor is not insolvent.


 


6.2                               The Guarantor’s
balance sheets comply with the laws in force and, in particular, represent,
truthfully and accurately, the assets and liabilities, financial position and
the economic results for the relevant period.


 


6.3                               The Guarantor
hereby represents and warrants that the representations and warranties set
forth in Section 8 of the Credit Agreement as they relate to the Guarantor
or in the other Credit Documents to which such Guarantor is a party are true
and correct, and the Beneficiaries shall be entitled to rely on each of them as
if they were fully set forth herein.


 


6.4                               The Guarantor
hereby covenants and agrees with the Beneficiaries that, from and after the
date of this Guarantee until the Obligations are paid in full, the Commitments
are terminated and no Letter of Credit drawn by the UK Borrower remains
outstanding, the Guarantor shall take, or shall refrain from taking, as the
case may be, all actions that are necessary to be taken or not taken so that no
violation of any provision, covenant or agreement contained in Section 9
or 10 of the Credit Agreement, and so that no Default or Event of Default, is
caused by any act or failure to act of the Guarantor or any of its
Subsidiaries.


 


7                                         Authority of the Administrative Agent


 


The Guarantor acknowledges that the rights and
responsibilities of the Administrative Agent under this Guarantee with respect
to any action taken by the Administrative Agent or the exercise or non-exercise
by the Administrative Agent of any option, right, request, judgment or other
right or remedy provided for herein or resulting or arising out of this
Guarantee shall, as between the Administrative Agent and the other Secured
Parties, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Administrative Agent and the Guarantor, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Secured Parties with full
and valid authority so to act or refrain from acting, and Guarantor shall be
under no obligation, or entitlement, to make any inquiry respecting such
authority.


 


8                                         Notices


 


All notices, requests and demands pursuant hereto
shall be made in accordance with Section 14.2 of the Credit Agreement. All
communications and notices hereunder to the


 

















 


Guarantor shall be given to it in care of the UK
Borrower at the UK Borrower’s address set forth in Section 14.2 of the
Credit Agreement. For the purposes of this Agreement, the Beneficiaries elect
domicile at the registered office of the Administrative Agent.


 


9                                         Severability


 


9.1                               Any provision
of this Guarantee that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.


 


9.2                               The parties
hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


10                                  Amendments
in Writing; No Waiver; Cumulative Remedies.


 


10.1                        None of the
terms or provisions of this Guarantee may be waived, amended, supplemented or
otherwise modified except by a written instrument executed by the Guarantor,
the Beneficiaries in accordance with Section 14.1 of the Credit Agreement.


 


10.2                        None of the
Beneficiaries shall by any act (except by a written instrument pursuant to Section 10.1
hereof), delay, indulgence, omission or otherwise be deemed to have waived any
right or remedy hereunder or to have acquiesced in any Default or Event of
Default or in any breach of any of the terms and conditions hereof. No failure
to exercise, nor any delay in exercising, on the part of the Beneficiaries, any
right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Beneficiaries of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy that the Beneficiaries would otherwise have on any future occasion.


 


10.3                        The rights,
remedies, powers and privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.


 


11                                  Section Headings


 


The Section headings used in this Guarantee are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.


 


12                                  Successors
and Assigns


 


This Guarantee shall be binding upon the successors
and assigns of the Guarantor and shall inure to the benefit of the
Beneficiaries and the other Secured Parties and their respective successors and
assigns except that the Guarantor may not assign, transfer or


 

















 


delegate any of its rights or obligations under this
Guarantee without the prior written consent of the Beneficiaries.


 


13                                  Jurisdiction


 


Unless otherwise established by law, the courts of
Milan shall have exclusive jurisdiction to settle any dispute between the
parties which may arise out of or in connection with this Guarantee. Nevertheless,
nothing shall limit the right of the Beneficiaries to initiate proceedings in
any other competent court pursuant to the current laws in force.


 


14                                  Governing
Law


 


This guarantee and the rights and obligations of the
parties hereunder shall be governed by, and construed and interpreted in
accordance with, the law of the Republic of Italy.


 


 


Should
you agree with the above, you are kindly requested to return a signed copy of
the text above as express acceptance of the terms and conditions therein
contained.


 


Yours
faithfully,


 


 


Rockwood
Specialties Group Inc.


 
















 


EXHIBIT
E-2


 


FORMS
OF ITALIAN SHARE PLEDGE AGREEMENTS


 


Private & Confidential


 


 


Dated 30 July 2004


 






 


 


Rockwood Specialties Group, Inc. (1)


 


and


 


Credit Suisse First Boston, acting through its Cayman Islands Branch
(2)


 


 






 


Share Pledge Agreement


 


(US OBLIGATIONS)


 






 

















 


Contents


 


	
  Clause

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1

  	
  Definitions

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  2

  	
  Pledge of the Shares

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  3

  	
  Secured Obligations

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  4

  	
  Registration of the Pledge

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  5

  	
  Representations and Warranties

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  6

  	
  Covenants by the Pledgor

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  7

  	
  Voting Rights and Dividends

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  8

  	
  Increased Share Capital

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  9

  	
  Enforcement

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  10

  	
  Proceeds

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  11

  	
  Effectiveness and Discharge of the Pledge

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  12

  	
  Authority of Administrative Agent

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  13

  	
  Miscellaneous

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  14

  	
  Notices

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  15

  	
  Governing Law and Jurisdiction

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  16

  	
  Power of Attorney

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 1 Text of the registration of the pledge
  in the shareholder’s book of the Company

  	
   

  	
  14

  



 

















 


[LETTERHEAD OF ROCKWOOD SPECIALTIES GROUP INC


 


Milan 30 July 2004


 


Credit
Suisse First Boston

Cayman Islands Branch

Eleven Madison Avenue

New York

New York 10010, USA


 


UBS
Loan Finance LLC

677 Washington Boulevard

Stamford, Connecticut 06901, USA


 


Goldman
Sachs Credit Partners L.P.

Clarendon House

2 Church Street

Hamilton

HM CX Bermuda


 


Dear
Sirs,


 


Following
our recent discussions, we hereby propose the constitution of a pledge in the
terms and conditions set out in the following agreement (the “Agreement”)
dated 30 July 2004 made between:


 


(1)                                 Rockwood Specialties Group, Inc.  (hereafter the “Pledgor”
or “US Borrower”), a Delaware corporation having its
registered office at Corporation Trust Centre, 1209 Orange Street, Newcastle
County, Delaware, USA with fully paid up share capital equal to US$343,988,000
registered in the State of Delaware, USA under no.3304314, represented by its
agent Adriana Lamberto Floristan, born in Pamplona (Spain), on 11 September 1973,
domiciled for the purposes of this document in via Principe Amadeo 3, 20121
Milan (Italy), duly authorised to act on behalf of Rockwood Specialties Group, Inc.
by virtue of special power of attorney, a certified extract of which is
reproduced under Annex A below;


 


(2)                                 Credit Suisse First Boston, acting through Its Cayman Islands Branch, Eleven Madison Avenue, New York, New York 10010, USA (hereafter the “Administrative
Agent”), acting for the purposes of this Agreement as
Administrative Agent for the Secured Parties, as secured creditors and
beneficiaries of the pledge constituted by virtue of this Agreement,
represented by its agent Enrica Pagani, born in Codogno (LO), on 30 August 1974,
domiciled for the purposes of this Agreement in Piazza Diaz 1, Milan 20123
(Italy), duly authorised to act in the capacity referred to below by virtue of
a special power of attorney, duly certified and apostilled, which is attached
hereto Annex B;


 


(3)                                 UBS Loan Finance LLC, 677 Washington
Boulevard, Stamford, Connecticut 06901, USA (“UBS”), represented by its agent Enrica Pagani, born in Codogno
(LO), on 30 August 1974, domiciled for the purposes of this Agreement in
Piazza Diaz 1, Milan 20123 (Italy), duly


 

















 


authorised
to act in the capacity referred to below by virtue of a special power of
attorney, duly certified and apostilled, which is attached hereto Annex B; and


 


(4)                                 Goldman Sachs Credit Partners L.P., Clarendon
House, 2 Church Street, Hamilton, HM CX Bermuda (the “GS Co-Syndication Agent”), represented
by its agent Enrica Pagani, born in Codogno (LO), on 30 August 1974,
domiciled for the purposes of this Agreement in Piazza Diaz 1, Milan 20123
(Italy), duly authorised to act in the capacity referred to below by virtue of
a special power of attorney, duly certified and apostilled, which is attached
hereto Annex B;


 


the
Administrative Agent, UBS and the GS Co-Syndication Agent together the “Beneficiaries”.


 


WHEREAS:


 


(A)                               On 30 July 2004
a credit agreement (as the same may be amended, supplemented, otherwise
modified from time to time, the “Credit Agreement”) has been entered
into among (1) the Pledgor, (2) Rockwood Specialties Limited, as UK
Borrower (“UK Borrower”), (3) Rockwood Specialties
International, Inc., a Delaware corporation, (4) the lending
institutions from time to time parties thereto (collectively the “Lenders”),
(5) the Administrative Agent and (6) the Co-Syndication
Agents;


 


(B)                               Pursuant to the
Credit Agreement, (a) the Lenders have severally agreed to make Loans to,
inter alia, the US Borrower, and the Letter of Credit Issuer has agreed to
issue Letters of Credit for the account of the US Borrower (collectively, the “Extensions
of Credit”) upon the terms and subject to the conditions set
forth therein, and (b) one or more Lenders or Affiliates of Lenders may
from time to time enter into Hedge Agreements with the Borrowers;


 


(C)                               The Pledgor
acknowledges that it will derive substantial direct and indirect benefit from
the making of the Extensions of Credit;


 


(D)                               It is a
condition precedent to the obligation of the Lenders and the Letter of Credit
Issuer to make their respective Extensions of Credit to the Borrowers under the
Credit Agreement that the Pledgor shall have executed and delivered this
Agreement in favour of the Administrative Agent, for itself and for the
rateable benefit of the Secured Parties, UBS and the GS Co-Syndication Agent;


 


(E)                                The Pledgor is
the owner of 381,993 shares (the “Shares”) of Euro 10 each,
representing 100% of the paid up share capital of Rockwood Italia S.p.A. (the “Company”)
having its registered office at Via G. Reiss Romoli, 44/12, Turin, Italy,
Tax Code 02146370263 and registered at the Company Registry of Turin as No. 286520/1997,
with issued and paid up share capital in the amount of Euro 3,819,930; and


 


(F)                                 The Pledgor,
under the terms of this Agreement, intends to secure all of the Secured
Obligations (as defined below) granting a pledge over part of its Shares (the
Collateral, as defined below) in the Company.


 

















 


Now, therefore, having
acknowledged that the above recitals and the attachments hereto constitute an
integral and substantial part of this Agreement, it is hereby agreed and stipulated
as follows:


 


1                                         Definitions


 


1.1                               Definitions


 


The
following terms in this Agreement shall have the meanings set forth below,
unless the context otherwise requires:


 


“Collateral”
means 248,295 shares of Euro 10 each for a total of Euro 2,482,950,
equal to 65% of the Shares and registered in the Company’s shareholders’ book
in the name of the Pledgor. The word Collateral also includes all relevant
rights deriving therefrom and, in particular:


 


(i)                                     dividends, cash, stocks and
shares and any benefit arising either in connection with or in exchange for the
shares constituting Collateral;


 


(ii)                                  option or first refusal
rights and any other rights of whatever nature exercised or to be exercised in
connection with or in exchange for the Collateral;


 


(iii)                               any amount accruing on the
Collateral in favour of the Pledgor and any other option rights, dividends,
cash received or to be received, or distributed or to be distributed, in
connection with or in exchange for the Collateral;


 


For
the avoidance of doubt, unless the context otherwise requires “Collateral”
should include any additional shares in the Company (and the relevant rights
deriving therefrom) required to be pledged hereunder pursuant to Section 8
hereof.


 


“Secured
Obligations” means the collective reference to:


 


(i)                                     the due and punctual payment
of (i) the principal of and premium, if any, and interest at the
applicable rate provided in the Credit Agreement (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding) on the Loans, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, (ii) each
payment required to be made by the Borrowers under the Credit Agreement in
respect of any Letter of Credit, when and as due, and (iii) all other
monetary obligations, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding), of the Borrowers or any other Credit
Party under the Credit Agreement and the other Credit Documents;


 

















 


(ii)                                  the due and punctual
performance of all covenants, agreements, obligations and liabilities of the
Borrowers under or pursuant to the Credit Agreement and the other Credit
Documents;


 


(iii)                               the due and punctual payment
and performance of all the covenants, agreements, obligations and liabilities
of each other Credit Party under or pursuant to this Agreement or the other
Credit Documents;


 


(iv)                              the due and punctual payment
and performance of all obligations of each Credit Party under each Hedge
Agreement that (i) is in effect on the Closing Date with a counterparty
that is a Lender or an Affiliate of a Lender as of the Closing Date or (ii) is
entered into after the Closing Date with any counterparty that is a Lender or
an Affiliate of a Lender at the time such Hedge Agreement is entered into; and


 


(v)                                 the due and punctual payment
and performance of all obligations in respect of overdrafts and related
liabilities owed to the Secured Parties or their Affiliates arising from or in
connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds.


 


“Secured Parties”
means (i) the Lenders (including UBS), (ii) the Letter of
Credit Issuer, (iii) the Swingline Lender, (iv) the Administrative
Agent, (v) the Co-Syndication Agents (including the GS Co-Syndication
Agent), (vi) each counterparty to a Hedge Agreement the obligations under
which constitute Obligations, (vii) the beneficiaries of each
indemnification obligation undertaken by any Credit Party under any Credit
Document and (viii) any successors, indorsees, transferees and assigns of
each of the foregoing.


 


1.2                               Successors and
assignees


 


References
to each of the parties to this Agreement and to the Secured Parties, includes
references to his successors, transferees or assignees.


 


1.3                               Headings


 


Clause headings and the table of contents are
inserted for convenience of reference only and shall be ignored in the
interpretation of this Agreement.


 


1.4                               Construction of
certain terms


 


In this Agreement, including the premises, unless
the context otherwise requires:


 


(a)                                 references to the time of
day are to Italian time; and


 


(b)                                 References to “Lenders” in
this Agreement shall be deemed to include Affiliates of Lenders that may from
time to time enter into Hedge Agreements with the Borrowers;


 

















 


1.5                               Credit
Agreement definitions


 


Unless the context otherwise requires or unless
otherwise defined in this Agreement, words and expressions defined in the
Credit Agreement shall have the same meaning when used in this Agreement.


 


2                                         Pledge of the Shares


 


The Pledgor, with full title and as full owner of
the Collateral, hereby pledges to the Administrative Agent, for itself and for
the rateable benefit of the Secured Parties, UBS and the GS Co-Syndication
Agent, the Collateral (numbering 248,295 shares of Euro 10 each for the
aggregate amount of Euro 2,482,950 representing 65% of the paid up share
capital of the Company) represented by share certificate no. 7 (the “Certificate”). The Beneficiaries accept such pledge.


 


3                                         Secured Obligations


 


3.1                               The pledge
rights hereby created secure the payment of all the Secured Obligations of each
Credit Party.


 


4                                         Registration of the Pledge


 


4.1                               The Pledgor
agrees and undertakes to:


 


(a)                                 no later than Monday, 2 August 2004,
endorse the Certificate, authenticated by a notary or other qualified
individual, in favour of the Administrative Agent, for itself and for the
rateable benefit of the Secured Parties, UBS and the GS Co-Syndication Agent
and to deliver such Certificate to the Administrative Agent for the purposes of
article 2786, paragraph 2 of the Italian Civil Code.


 


(b)                                 within 5 (five) days of the
execution of this Agreement, register the pledge in the shareholders’ book of
the Company in the form as provided in Schedule 1 of this Agreement and to
deliver to the Administrative Agent a copy of the pages of the shareholders’
book of the Company evidencing such registration, certified as a conformed copy
of the original by a public notary.


 


5                                         Representations and Warranties


 


5.1                               Representations
and warranties


 


The
Pledgor hereby represents and warrants to the Beneficiaries that:


 


(a)                                 Title to
Collateral


 


The
Pledgor is the sole registered and beneficial owner of, and has full title to
the Collateral. Such Collateral are free from any encumbrance (other than the
pledge created herein) and are not, nor shall they be, subject to any third
party rights;


 

















 


(b)                                 Release of the
Shares


 


The
Collateral have been duly subscribed and paid up.


 


(c)                                  Security


 


The
execution and delivery by the Pledgor of this Agreement and the charge of the
Collateral by the Pledgor hereunder create a valid and perfected first-priority
charge over the Collateral, securing the payment of the Secured Obligations, in
favour of the Administrative Agent, for itself and for the rateable benefit of
the Secured Parties, UBS and the GS Co-Syndication Agent.


 


(d)                                 Authority


 


The
Pledgor has full power, authority and legal right to charge all the Collateral
pursuant to this Agreement.


 


(e)                                  Binding
obligations


 


This
Agreement creates valid and legally binding obligations for the Pledgor and
does not violate any law of Italy, Delaware or any other State of the United
States of America, nor any judgement, order, legal or administrative measure or
any obligation assumed by the Company or by the Pledgor.


 


6                                         Covenants by the Pledgor


 


6.1                               Continuing
covenants


 


6.1.1                     The Pledgor will execute any
and all further documents, financing statements, agreements and instruments,
and take all such further actions (including the filing and recording of
financing statements, fixture filings, mortgages and other documents), which may
be required under any applicable law, or which the Beneficiaries or the
Required Lenders may reasonably request, in order to (v) perfect and
protect any pledge, assignment or security interest granted or purported to be
granted hereby (including the priority thereof) or (y) enable the
Beneficiaries to exercise and enforce their rights and remedies hereunder with
respect to any Collateral, all at the expense of the Pledgor.


 


6.1.2                     The Pledgor shall:


 


(a)                                 not (i) except as
permitted by the Credit Agreement, sell or otherwise dispose of, or grant any
option or warrant with respect to, any of the Collateral or (ii) create or
suffer to exist any consensual Lien upon or with respect to any of the
Collateral, except for the Lien under this Agreement, provided that in
the event the Pledgor sells or otherwise disposes of assets as permitted by the
Credit Agreement and such assets are or include any of the Collateral, the
Beneficiaries shall release such Collateral free and clear of the Lien under
this Agreement concurrently with the consummation of such sale; and


 

















 


(b)                                 defend its and the
Beneficiaries title or interest in and to all the Collateral (and in the
proceeds thereof) against any and all Liens (other than the Lien of this
Agreement), however arising, and any and all Persons whomsoever.


 


6.1.3                     The Pledgor shall, on
request of the Beneficiaries, execute one or more additional pledge agreements,
further to this Agreement, should the Company transform itself into a società a responsabilità limitata (company
limited by quotas) or into any other type of company, with continuation of the
pledge on the share capital represented by quotas or shares, different from the
Collateral pledged herein, without novation of this Agreement, in whole or in
part, and with express consent of the Pledgor, hereby granted, so as to have
such additional share pledge agreements effective, to the extend possible under
the law, as of the date of this Agreement.


 


7                                         Voting Rights and Dividends


 


7.1                               The
Beneficiaries agree with the Pledgor that so long as no Event of Default shall
have occurred and be continuing:


 


(a)                                 The Pledgor shall be
entitled to exercise any and all voting and other consensual rights pertaining
to the Collateral or any part thereof for any purpose not prohibited by the terms
of this Agreement or the other Credit Documents.


 


(b)                                 The Beneficiaries shall
execute and deliver (or cause to be executed and delivered) to the Pledgor all
such proxies and other instruments as the Pledgor may reasonably request for
the purpose of enabling the Pledgor to exercise the voting and other rights
that it is entitled to exercise pursuant to paragraph (a) above.


 


(c)                                  The Pledgor shall receive
from the Administrative Agent, also in the name of an on behalf of the other
Beneficiaries, the admission ticket in order to participate in the ordinary and
extraordinary shareholders’ meetings pursuant to article 2370 of the Italian
Civil Code.


 


7.2                               Subject to Section 9.1
below, the Pledgor shall be entitled to receive and retain and use, free and
clear of the lien of this Agreement, any and all dividends and distributions
made or paid in respect of the Collateral to the extent permitted by the Credit
Agreement.


 


8                                         Increased Share Capital


 


8.1                               In the case of
an increase in share capital of the Company, both free and paid, the pledge
created hereby shall extend to the shares of the Pledgor issued and subscribed
in connection with such increase in share capital, provided that the percentage
of the shares subject to the pledge does not exceed 65% of the capital of the
new issue.


 


8.2                               In such case,
the Pledgor hereby undertakes to:


 


(a)                                 note the existence of the
pledge in favour of the Administrative Agent, for itself and for the rateable
benefit of the Secured Parties, UBS and the GS Co-


 

















 


Syndication
Agent on the share certificates of the shares covered by the pledge, upon their
issuance, by means of a guaranteed endorsement authenticated by a notary in
favour of the Administrative Agent, for itself and for the rateable benefit of
the Secured Parties, UBS and the GS Co-Syndication Agent and to deliver such
certificates to the Administrative Agent, or to one of its Italian
subsidiaries, for the purposes pursuant to article 2786, paragraph 2 of the
Italian Civil Code.


 


(b)                                 register in the Company’s
shareholders’ book, in the form provided in Attachment 1 of this Agreement, the
pledge over the shares of the Pledgor issued following the increase in share
capital; and


 


(c)                                  deliver to the
Administrative Agent a copy of the pages of the Company’s shareholders’
book evidencing such registration, certified as a conformed copy of the
original by a notary public.


 


8.3                               The pledge
rights over the shares of the Pledgor following any increase in share capital
of the Company, as provided for in this Section, are understood to be the same
pledge rights as created pursuant to this Agreement and shall be subject to the
same terms as contained herein.


 


9                                         Enforcement


 


9.1                               Upon the
occurrence and during the continuance of an Event of Default:


 


(a)                                 all rights of the Pledgor to
exercise or refrain from exercising the voting and other consensual rights that
it would otherwise be entitled to exercise pursuant to Section 7.1(a) shall
cease, and all such rights shall thereupon become vested in the Beneficiaries,
who shall thereupon have the sole right to exercise or refrain from exercising
such voting and other consensual rights during the continuance of such Event of
Default, provided that, unless otherwise directed by the Required
Lenders, the Beneficiaries shall have the right from time to time following the
occurrence and during the continuance of an Event of Default to permit the
Pledgor to exercise such rights. After all Events of Default have been cured or
waived and the Pledgor has delivered to the Administrative Agent a certificate
to that effect, the Pledgor will have the right to exercise the voting and
consensual rights that the Pledgor would otherwise be entitled to exercise
pursuant to the terms of Section 7.1(a);


 


(b)                                 all rights of the Pledgor to
receive the dividends and distributions that the Pledgor would otherwise be
authorized to receive and retain pursuant to Section 7.2 shall cease, and
all such rights shall thereupon become vested in the Beneficiaries, who shall
thereupon have the sole rights to receive and hold as collateral security for
the Secured Obligations such dividends and distributions during the continuance
of such Event of Default. After all Events of Default have been cured or waived
and the Pledgor has delivered to the Administrative Agent a certificate to that
effect, the Beneficiaries shall repay to the Pledgor (without interest) all
dividends


 
















 


and
distributions that the Pledgor would otherwise be permitted to receive, retain
and use pursuant to the terms of Section 7.2;


 


(c)                                  all dividends and
distributions that are received by the Pledgor contrary to the provisions of Section 7.2
of this Agreement shall be segregated from other property or funds of the
Pledgor and shall forthwith be delivered to the Beneficiaries as collateral
security for the Secured Obligations in the same form as so received (with any
necessary indorsements); and


 


(d)                                 in order to permit the
Beneficiaries to receive all dividends and distributions to which they may be
entitled under Section 7.2 of this Agreement, to exercise the voting and
other consensual rights that they may be entitled to exercise pursuant to Section 9.1(a) above,
and to receive all dividends, distributions and principal that they may be
entitled to under Sections 9.1(b) and (c) above, the Pledgor shall,
if necessary, upon written notice from the Administrative Agent, from time to
time execute and deliver to the Beneficiaries, appropriate proxies, dividend
payment orders and other instruments as the Administrative Agent may reasonably
request.


 


(e)                                  The Beneficiaries and any
nominee of the Beneficiaries may exercise in respect of all or any of the
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of the registered holder
of the Collateral and may sell the Collateral or any part thereof at public or
private sale, at any exchange broker’s board or at any of the Beneficiaries’
offices or elsewhere, for cash, on credit or for future delivery, at such price
or prices and upon such other terms as are commercially reasonable irrespective
of the impact of any such sales on the market price of the Collateral. The
Pledgor hereby waives (to the extent permitted by law) all rights of
redemption, stay and/or appraisal that it now has or may at any time in the
future have under any rule of law or statute. The Beneficiaries or any
Secured Party shall have the right upon any such public sale, and, to the
extent permitted by law, upon any such private sale, to purchase the whole or
any part of the Collateral so sold.


 


(f)                                   The Beneficiaries may
exercise any and all rights and remedies of the Pledgor in respect of the
Collateral.


 


(g)                                  All payments received by the
Pledgor after the occurrence and during the continuance of an Event of Default
in respect of the Collateral shall be segregated from other property or funds
of the Pledgor and shall be forthwith delivered to the Administrative Agent as
collateral security for the Secured Obligations in the same form as so received
(with any necessary indorsement).


 


9.2                               The
Administrative Agent shall not be entitled to sell, transfer or request the
transfer of the Collateral to itself until the Pledgor has received at least
five days’ notice of the decision to sell, together with the demand to the UK
Borrower and the US Borrower to pay the sums owed pursuant to the Credit
Agreement. In derogation from the provisions of article 2797, paragraph one of
the Italian Civil Code, the Pledgor agrees that the


 

















 


demand for payment to the UK Borrower shall conform
to that provided for in Section 14.2 of the Credit Agreement for
notification of legal documents.


 


9.3                               Unless otherwise
provided in this Section 9, the provisions of Article 2797 of the
Civil Code shall apply.


 


10                                  Proceeds


 


10.1                        Use of proceeds


 


Any sum resulting from the sale of the Collateral
shall be applied by the Beneficiaries:


 


(a)                                 first, to the payment of all
reasonable and documented costs and expenses incurred by the Beneficiaries in
connection with such collection or sale or otherwise in connection with this
Agreement, the other Credit Documents or any of the Secured Obligations,
including all court costs and the reasonable fees and expenses of its agents
and legal counsel, the repayment of all advances made by the Beneficiaries
hereunder or under any other Credit Document on behalf of any Pledgor and any
other reasonable and documented costs or expenses incurred in connection with
the exercise of any right or remedy hereunder or under any other Credit
Document;


 


(b)                                 second, to the Secured
Parties, an amount equal to all Secured Obligations owing to them on the date
of any such distribution, and, if such moneys shall be insufficient to pay such
amounts in full, then ratably (without priority of any one over any other) to
such Secured Parties in proportion to the unpaid amounts thereof; and


 


(c)                                  third, any surplus then
remaining shall be paid to the Pledgor or its successors or assigns or to
whomsoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct.


 


11                                  Effectiveness
and Discharge of the Pledge


 


11.1                        This Agreement
and the obligations of the Pledgor under this Agreement shall:


 


(a)                                 be effective only from 31 July 2004
at 24:00 hours;


 


(b)                                 be in addition to, and
without prejudice to or in conflict with any other additional guarantees or
security, obligation, right or remedy, present or future, existing or available
to the Beneficiaries;


 


(c)                                  not be superseded or in any
way prejudiced or affected by the existence of any such additional guarantee or
security, obligation, right or remedy, nor are they, wholly or in part, in any
way null, void or unenforceable by the Beneficiaries in the event that the
Beneficiaries negotiate, transfer, abandon, modify or fail to perfect or to
execute any of the aforementioned additional guarantees or security,


 

















 


obligations,
rights, remedies or agrees terms for fulfilment, extension or compromises with
any other party.


 


11.2                        Subject to
clause 11.3, this Agreement and the obligations of the Pledgor under this
Agreement shall remain in full force and effect and be binding in accordance
with its terms upon the Pledgor, and shall inure to the benefit of the
Administrative Agent, for itself and for the rateable benefit of the Secured
Parties, UBS and the GS Co-Syndication Agent until all the Secured Obligations
under the Credit Documents shall have been satisfied by payment in full, the
Commitments shall be terminated and no Letters of Credit drawn by the UK
Borrower and the US Borrower shall be outstanding, notwithstanding that from
time to time during the term of the Credit Agreement and any Hedge Agreement
the Credit Parties may be free from any Secured Obligations


 


11.3                        Upon any sale
or other transfer by the Pledgor of any Collateral that is permitted under the
Credit Agreement, or upon the effectiveness of any written consent to the
release of pledge hereby created over any Collateral pursuant to Section 14.1
of the Credit Agreement, the Beneficiaries shall (a) release the pledge
created hereby over such Collateral and (b) at the Pledgor’s expenses,
perform all the acts and formalities that are necessary for the purpose of such
release. Any execution and delivery of documents by the Beneficiaries pursuant
to Clause 11 shall be without recourse or warranty by the Beneficiaries.


 


12                                  Authority
of Administrative Agent


 


The Pledgor acknowledges that the rights and responsibilities of the
Administrative Agent under this
Agreement with respect to any action taken by the Administrative Agent or the
exercise or non-exercise by the Administrative Agent of any option, right,
request, judgment or other right or remedy provided for herein or resulting or
arising out of this Agreement shall, as between the Administrative Agent and
the other Secured Parties, be governed by the Credit Agreement and by such
other agreements with respect thereto as may exist from time to time among
them, but, as between the Administrative Agent and the Pledgor, the
Administrative Agent shall be conclusively presumed to be acting as agent for
the Secured Parties with full and valid authority so to act or refrain from
acting, and Pledgor shall be under no obligation, or entitlement, to make any
inquiry respecting such authority.


 


13                                  Miscellaneous


 


13.1                        Amendment and
Modification


 


No modification of any type made to this Agreement
shall be effective among the parties unless undertaken in writing by the
parties in accordance with Section 14.1 of the Credit Agreement, and no
waiver of any provision of this Agreement and no consent to any departure by
the Pledgor therefrom, shall be effective unless made in writing and signed by
the Beneficiaries and, in any event, such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it was
given.


 

















 


13.2                        Cumulative
Remedies


 


No omission or delay on the part of the
Beneficiaries to exercise any power, right or remedy under this Agreement,
shall operate as a waiver thereof nor shall any single or any partial exercise
or waiver of any power, right or
remedy preclude its further exercise or
the exercise of any other power, right or remedy.


 


13.3                        Severability


 


Each of the provisions of this Agreement is
severable and distinct from the others and, as such, if at any time one or more
of such provisions is or becomes invalid, illegal or unenforceable the
validity, legality and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby. The parties
hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.


 


13.4                        Applicable
Costs


 


Any tax, fee or cost owed for the signing or
execution of this Agreement, including any expenditure for formalities related
to the pledge as well as for all necessary notarised or otherwise authenticated
copies, shall be borne by the Pledgor.


 


14                                  Notices


 


All notices, requests and demands pursuant hereto
shall be made in accordance with Section 14.2 of the Credit Agreement. For
the purposes of this Agreement, the Beneficiaries elect domicile at the
registered office of the Administrative Agent.


 


15                                  Governing
Law and Jurisdiction


 


15.1                        Law


 


This Agreement shall be governed by the laws of the
Republic of Italy.


 


15.2                        Jurisdiction


 


Any dispute which may arise in connection with this
Agreement is subject to the exclusive jurisdiction of the Milan courts. Nothing
in this clause shall limit the right of the Beneficiaries to take any legal
action or proceedings in any other competent Court.


 


16                                  Power of
Attorney


 


The Pledgor hereby appoints, which appointment is
irrevocable and coupled with an interest, the Administrative Agent as the
Pledgor’s attorney, with full authority in the place and stead of the Pledgor
and in the name of the Pledgor or otherwise to take any action and to execute
any instrument, in each case after the occurrence and during the continuance of
an Event of Default, that the Administrative Agent may deem reasonably
necessary or advisable to accomplish the purposes of this Agreement, including
to receive, indorse and collect all instruments made payable to the Pledgor
representing any


 

















 


dividend or distribution payment in respect of the
Collateral or any part thereof and to give full discharge for the same.


 


	
   

  	
  Rockwood
  Specialities Group, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


Schedule 1

Text of the registration of the pledge in the shareholder’s book of the Company


 


It
is hereby acknowledged that Rockwood Specialities Group, Inc. (the “Pledgor”) whose registered office is at Corporation Trust
Centre, 1209 Orange Street, Newcastle County, Delaware, USA, owner of 248,295,
shares (the “Shares”) in Rockwood Italia S.p.A. (the “Company”)
with registered office in Turin, Via Reiss Romoli, 44/12, with a par
value of Euro 10 each, representing 65% of the paid up share capital of the
Company, by virtue of a pledge agreement executed on [·] (the “Agreement”), with endorsement dated
[·1 certified under the hand
and seal of the notary [·] in Milan, has
pledged in favour of Credit Suisse First Boston, acting through its Cayman
Islands Branch (the “Administrative Agent”) for itself
and for the benefit of the Secured Parties (as defined in the Agreement), UBS
Loan Finance LLC and Goldman Sachs Credit Partners L.P. its Shares in the Company, to secure the performance of the
Secured Obligations (as defined in the Agreement) arising from the Credit
Agreement (as defined in the Agreement) executed on 30 July 2004.


 


The
pledge constituted by the Agreement will be extended to the shares owned by the
Pledgor or its beneficiaries as a result of any increased share capital of the
Company, free or paid.


 


The
voting rights connected to the Shares shall be exercised pursuant to Section 7
of the Agreement.


 

















 


ATTO DI COSTITUZIONE DI PEGNO
SU MARCHIO


 


II presente contratto (di seguito I “Atto”) a
datato 30 luglio 2004 e viene stipulato tra:


 


(1) Rockwood Italia S.p.A.  (qui di seguito identificata come it “Costituente Pegno”), con sede legale
in Torino, via Guglielmo Reiss Romoli n. 44/12, capitale sociale di euro
3.819.930,00.= interamente versato, codice fiscale e numero di iscrizione presso
it registro delle imprese di Torino 02146370263, in persona del signor Gabriele
Ceracchi, nato a Spoleto (Perugia) it 5 aprile 1952, domiciliato per gli
effetti del presente Atto a Torino, via Guglielmo Reiss Romoli n. 44/12, nella
sua qualita di presidente del consiglio di amministrazione del Garante, al
presente atto autorizzato in virtu dei poteri a lui conferiti con delibera del
consiglio di amministrazione del 30 luglio 2004; e


 


(2) Credit Suisse
First Boston, con sede legale in
Uetlibergstrasse, CH 8070 Zurich, Svizzera che agisce per it tramite della sua
sede secondaria delle (sole Cayman, Eleven Madison Avenue, New York, New York
10010, elettivamente domiciliata ai fini del presente Atto in Italia a Milano,
piazza Diaz n. 1, codice fiscale 97382310155, che agisce ai fini del presente
Atto in qualita di admistrative agent delle Parti Garantite, in qualita di
creditori garantiti e beneficiari del pegno costituito in forza del presente
Atto (qui di seguito identificata come l’”Administrative Agent”), in persona
del suo procuratore speciale signora Enrica Padani, nata a Codogno
(Lodi) it 30 agosto 1974, domiciliata per gli effetti del presente Atto in
Milano, piazza Diaz 1, debitamente autorizzata ad agire per quanto infra in forza di procura speciale autenticata
in data 27 luglio 2004 dal Notaio Marjorie E. Bull dello Stato di New York
(Stati Uniti d’America), depositata con atto in data 30 luglio 2004 a rogito
Notaio Renato Giacosa al numero 42.047/6.383 di repertorio;


 


(3) UBS Loan Finance LLC,
677 Washington Boulevard, Stamford, Connecticut 06901, USA, elettivamente
domiciliata ai fini del presente Atto in Italia a Milano, piazza Diaz n. 1,
codice fiscale 97382320154 (d’ora in poi “UBS”), societa
che agisce ai fini del presente atto in qualità di Finanziatore, in persona del
suo procuratore speciale signora Enrica Pagani, sullodata, debitamente
autorizzata ad agire per quanto infra in forza
di procura speciale autenticata in data 27 luglio 2004 dal Notaio Denise Conzo
di Stamford — Connecticut (Stati Uniti d’America), depositata con atto in data
30 luglio 2004 a rogito Notaio Renato Giacosa al numero 42.047/6.383 di
repertorio;


 


(4) Goldman Sachs Credit
Partners L.P., Clarendon House, 2 Church Street, Hamilton, HM CX_
Bermuda, elettivamente domiciliata ai fini del presente Atto in Italia a
Milano, piazza Diaz n.1, codice fiscale 97382330153 (il “GS Co-Syndication
Agent”), in persona del suo pro uratore special signora Enrica Pagani,
sullodata, debitamente autorizzata ad agire per quanto infra
in forza di procura speciale autenticata in data 27 luglio 2004 dal Notaio
Catherina Kim dello Stato di New York (Stati Uniti d’America), depositata con
atto in data 30 luglio 2004 a rogito Notaio Renato Giacosa al numero
42.047/6.383 di repertorio;


 


(l’Administrative Agent, UBS e il GS
Co-Syndication Agent d’ora in poi collettivamente i “Beneficiari”)


 
















 


PREMESSO CHE


 


(A)  In data 30 luglio 2004 é stato
sottoscritto un contratto di finanziamento per un ammontare fino ad euro
931.762.400,00.=
(novecentotrentunomilionisettecentosessantaduemilaquattro-cento virgola zero
zero) e per un ammontare fino a USDollari 1.585.000.000,00.=
(unmilardocinquecentoottantacinquemilioni) (come lo stesso potrebbe essere
integrato o comunque modificato di volta in volta, il “Credit Agreement”) tra:
(1) Rockwood Specialities Group, Inc., societa costituita secondo it
diritto dello Stato del Delaware; (2) Rockwood Specialties Limited,
societa costituita secondo it diritto inglese (“UK Borrower”); (3) Rockwood
Specialties International, Inc., societa costituita secondo tl diritto
dello Stato del Delaware; (4) gli istituti di credito che di volta in
volta saranno parti del Credit Agreement in qualita di finanziatori (compreso
UBS) (i “Finanziatori”); (5) Credit Suisse First Boston,
per it tramite della sua sede secondaria delle Isole Cayman, in qualita di
administrative agent (l “Administrative Agent”) e (6) i
Co-Syndication Agents (compreso il GS Co-Syndication Agent);


 


(B)  Ai sensi del Credit Agreement, (a) i
Finanziatori hanno disgiuntamente concordato di concedere alcuni Finanziamenti
in favore, tra l’altro, di UK Borrower, e I’Emittente di Lettere di Credito ha
concordato di emettere Lettere di Credito a favore di UK Borrower (il
Finanziamento e le Lettere di Credito d’ora in poi collettivamente indicati
come “Estensioni
del Credito”), nei termini ed alle condizioni previste dal
Credit Agreement e (b) uno o pit) dei Finanziatori o Societa Collegata ai
Finanziatori stessi, potranno di volta in volta stipulare dei Contratti di
Hedge con il UK Borrower;


 


(C)  Le Estensioni del Credito saranno usate
in parte per consentire a UK Borrower di effettuare trasferimenti di valore a
favore del Costituente Pegno in connessione alle esigenze derivanti dalla sua
rispettiva attivita commerciale, ragion per cui it Costituente Pegno beneficera
direttamente ed indirettamente dall’erogazione dell’Estensioni del Credito;


 


(D)  II Costituente Pegno a proprietario del
seguente marchio italiano n. 380597 denominato SILO S (di seguito it “Marchio”
o la “Garanzia”);


 


(E)  Gli obblighi dei Finanziatori e dell’Emittente
delle Lettere di Credito di concedere le proprie rispettive Estensioni del
Credito in favore dell’ UK Borrower ai sensi del Credit Agreement sono
subordinati alla stipula ed alla consegna, da parte del Costituente Pegno, del
presente Atto in favore dell’Administrative Agent, nell’interesse proprio e
nell’interesse pro quota delle Parti Garantite, e in favore di UBS e del GS
Co-Syndication Agent;


 


TUTTO CIO PREMESSO e dato atto che le suesposte
premesse costituiscono parte integrante e sostanziale del presente Atto, si
stipula quanto segue:


 


1              Definizioni


 


1.1                                 Salvo ove diversamente definito dal presente Atto, parole ed espressioni
definite nel Credit Agreement hanno tl medesimo significato quando usate nel
presente Atto.


 

















 


1.2                                 Quando usato nel presente atto, “Obbligazioni Garantite” indica, collettivamente:


 


(a)                                  tl puntuale rimborso (i) del capitale e dell’eventuale
premio, ove esistente, e it pagamento degli interessi al tasso applicabile ai
sensi del Credit Agreement (compresi gli interessi maturati in pendenza di
procedure fallimentari, concorsuali, di amministrazione controllata o altra
procedura analoga) su tutti i Finanziamenti concessi al UK Borrower quando e
secondo le modalita in cui sono dovuti, o a scadenza, o a seguito di rimborso
anticipato, alla data o alle date nelle quali a prevista la possibility di
effettuare tl rimborso anticipato o diversamente, (ii) it pagamento di
tutto quanto dovuto dal UK Borrower ai sensi del Credit Agreement in relazione
alle Lettere di Credito quando e secondo le modalita dovute, e (iii) tutte
le altre obbligazioni di tipo monetario, ivi compresi gli onorari, i costi, le
spese e le indennita, di tipo primario, secondario, diretto, contingente, fisse
o altro (ivi comprese le obbligazioni monetarie sostenute durante Ia pendenza
di ogni procedura fallimentare, concorsuale, di amministrazione controllata, o
altra procedure analoga), del UK Borrower o di ogni altra Credit Party the a
una Foreign Subsidiary di una delle Parti Garantite ai sensi del Credit
Agreement e degli altri Documenti di Credito;


 


(b)                                 it puntuale adempimento di tutte le pattuizioni, accordi,
obbligazioni ed impegni del UK Borrower ai sensi di o in form del Credit
Agreement e degli altri Documenti di Credito;


 


(c)                                  tl puntuale pagamento ed adempimento di tutte le
pattuizioni, accordi, obbligazioni ed impegni di ogni altra Credit Party the a
una Foreign Subsidiary, ai sensi di o in forza del presente Atto o degli altri
Documenti di Credito;


 


(d)                                 tl puntuale pagamento e adempimento di tutti gli obblighi
del UK Borrower e di ciascuna Credit Party che sia una Foreign Subsidiary
secondo Ia definizione contenuta in ciascun Contratto di Hedge che (i) siano
in essere ally Data del Closing nei confronti di una controparte che e un
Finanziatore o una Societe Collegate a un Finanziator del Closing, o (ii) siano
stipulate dopo la Data del Closing con una un controparte che e un Finanziatore
o una Societe Collegata a un Finanziatore nel momen in cur detto Contratto di
Hedge viene stipulato; e


 


(e)                                  it puntuale pagamento e adempimento di tutte le
obbligazioni relative a concessioni di scoperto e a relative responsabilita del
UK Borrower, o di ogni altra Credit Party che sia Foreign Subsidiary, nei
confronti delle Parti Garantite e delle Societe Collegate alle Parti Garantite,
derivanti da, o in relazione a, servizi di tesoreria, servizi di deposito o di
gestione di cassa o in relazione ad ogni trasferimento di fondi e ettuato in
modo automatico in una stanza di compensazione.


 


1.3                                 Quando usato nel presente Atto, “Parti
Garantite” significa i) i Finanziatori (compreso UBS), (ii) l’Emittente
delle Lettere di Credito (iii) it Swingline Lender, (iv) (‘Administrative
Agent, (v) i Co-Syndacation Agents (compreso it GS Co-Syndication Agent), (vi) ogni
controparte nei Contratti di Hedge, le cui obbligazioni costituiscono 


 

















 


Obbligazioni,
(vii) i beneficiari di ogni obbligazione di indennizzo assunta da ciascuna
Credit Party ai sensi dei Documenti di Credito e (viii) ogni successore o
avente causa dei sovramenzionati.


 


1.4                                 I riferimenti a “Finanziatori” nel presente Atto comprende
le society collegate di questi ultimo che possono stipulare di volta in volta
Hedge Agreements con it UK Borrower.


 


2              Oggetto
della Garanzia


 


II Costituente Pegno con
la presente costituisce un diritto reale di garanzia ai sensi degli articoli 49
e seguenti del Regio Decreto 21 giugno 1942, n. 929, come modificato dal
Decreto Legislativo 4 dicembre 1992, n. 480 (d’ora innanzi Ia “Legge Marchi”) sul Marchio fino a
concorrenza di euro 133.762,00.= (centotrentatremilasettecentosessantadue
virgola zero zero) a favore dell’Administrative Agent, nell’interesse proprio e
nell’interesse pro quota delle Parti Garantite, e a favore di UBS e del GS
Co-Syndication Agent a garanzia delle Obbligazioni Garantite (cosi come
definite al successivo articolo 3). I Beneficiari accettano detto pegno.


 


3              Obbligazioni
Garantite


 


3.1                                 II pegno costituito in forza della presente scrittura a favore dell’Administrative
Agent, nell’interesse proprio e nell’interesse pro quota delle Parti Garantite,
e a favore di UBS e del GS Co-Syndication Agent, garantisce le Obbligazioni
Garantite.


 


4              Dichiarazioni
e Garanzie


 


II Costituente Pegno con
it presente Atto dichiara e garantisce di avere la piena propriety e Ia libera
disponibilita del Marchio e garantisce altresi:


 


(a)                                  di essere I’unico legittimo titolare del Marchio e di
avere pieno titolo sullo stesso, che risulta libero da qualsiasi vincolo,
garanzia reale, onere, gravame, pignoramento, diritto di prelazione, sequestro
o altro diritto di terzi, ivi compresi quelli derivanti da licenza d’uso;


 


(b)                                 che non sono in corso ne si temono azioni legali,
procedimenti giudiziari, arbitrali o simili aventi ad oggetto it Marchio
davanti ad autorita giudiziarie, collegi arbitrali o commissioni od altre
pubbliche autorita italiane o straniere;


 


(c)                                  che it Marchio a valido, none nullo ne annullabile, non
decaduto e non viola alcun diritto di terzi;


 


(d)                                 che, per quanto a sua conoscenza, iI Marchio non 6
violato o contraffatto da terzi;


 


(e)                                  che gli obblighi assunti in forza del presente Atto sono
validi e legalmente vincolanti per il Costituente Pegno e non violano alcuna
norma dell’ordinamento della Repubblica Italiana;


 

















 


(f)                                    che le dichiarazioni e garanzie riguardanti it
Costituente Pegno indicate nell’Articolo 8 del Credit Agreement, o negli altri
Documenti di Credito di cui it Costituente Pegno 6 parte, e le quali devono
essere considerate parte integrante anche del presente Atto, sono veritiere e
corrette, e i Beneficiari potranno fare affidamento su ognuna di esse come se
fossero integralmente previste net presente Atto; e


 


(g)                                 iI presente Atto costituisce un pegno ed un gravame di
primo grado sul Marchio e non 6 soggetto ad ulteriori gravami.


 


5              Obblighi
del Costituente Pegno


 


5.1                                 II Costituente Pegno con it presente Atto si obbliga nei confronti dei
Beneficiari, dalla data del presente Atto e fino al completo soddisfacimento
delle Obbligazioni Garantite ai sensi dei Documenti di Credito, e alla scadenza
del termine relativo ai Commitments e fino a quando vi siano Lettere di Credito
emesse a favore del UK Borrower in essere, a fare, o, a seconda del caso, ad
astenersi dal fare, tutto cio che sara necessario at fine di non violare alcuna
disposizione, accordo o obbligazione di cui agli articoli 9 e 10 del Credit
Agreement, e affinche qualsiasi comportamento od omissione da parte del
Costituente Pegno non causino alcun Default o Evento di Default.


 


5.2                                 II Costituente Pegno si impegna a stipulare, in ogni momento, di volta in
volta ed a proprie spese, t utti gli eventuali ed ulteriori accordi, documenti
e dichiarazioni a contenuto finanziario, ed intraprendera tutti gli ulteriori
atti che possano essere richiesti ai sensi di qualsiasi legge applicabile, o
che i Beneficiari o i Required Lenders possano ragionevolmente richieder- al fine di (a) tutelare
e conservare validi i pegni, le garanzie ed i vincoli costituiti o da cosh za
del presente Atto, incluso it diritto di prelazione, e (b) permettere ai
Beneficiari eseguire i loro diritti e rimedi ai sensi del presente Atto, in
relazione al Marchio.


 


6              Registrazione
del Pegno


 


6.1                                 II Costituente Pegno acconsente a che, su istanza di chiunque, venga
effettuata la pubblicita del presente atto di pegno presso l’Ufficio Italiano
dei Brevetti e Marchi con eson ro per gli ste da ogni responsabilita at riguardo.


 


7              Esecutivita
del Pegno


 


7.1                                 Al verificarsi di un Evento di Default, i Beneficiari e ogni delegato di
questi ultimi, potranno altrimenti disponibili ai Beneficiari stessi, tutti i
diritti e rimedi del titolare registrato del Marchio ed avranno diritto di
vendere it Marchio, in tutto o in parte, attraverso una vendita private o un’asta
pubblica, presso uno qualsiasi degli uffici dei Beneficiari o altrove, per
contanti, a credito, o per consegna futura, al prezzo o prezzi ed secondo
condizioni commercialmente ragionevoli, e senza riguardo per l’effetto the tale
vendita potra avere sul prezzo di mercato del Marchio. II Costituente Pegno con
it presente Atto rinuncia (nei limiti di legge) a tutti i diritti di riscatto,
riacquisto e/o stima, di cui egli al presente goda o di cui possa godere in
futuro, in forza di norme di legge. I 


 

















 


Beneficiari
avranno diritto, in caso di vendita pubblica, e, nei limiti di Iegge, di
vendita privata, di acquistare it Marchio in tutto o in parte.


 


7.2                                 Se non diversamente previsto in questo articolo, si applicheranno le
disposizioni di cui all’art.2797 del Codice Civile.


 


7.3                                 Qualsiasi somma risultante dalla vendita del Marchio sara imputata dai
Beneficiari:


 


7.3.1                        in
primo luogo, al rimborso di tutti i ragionevoli e documentati costi e spese,
sopportati da o per conto dei Beneficiari in relazione a tale recupero del
credito o vendita o altrimenti dipendenti dal presente Atto, dagli altri
Documenti di Credito o dalle Obbligazioni Garantite, ivi inclusi i costi
giudiziali e i ragionevoli onorari e spese dei propri procuratori e legali, it
rimborso di tutte le anticipazioni fatte dai Beneficiari ai sensi del presente
Atto e ogni ulteriore ragionevole e documentato costo e spesa sopportati in
relazione all’esercizio di qualsivoglia diritto o mezzo di soddisfacimento ai
sensi del presente Atto;


 


7.3.2                        in
secondo luogo, alle Parti Garantite, per una somma pad al totale delle
Obbligazioni Garantite ai sensi dei Documenti di Credito alle stesse spettanti
alla data dell’incasso ovvero, qualora it ricavato non dovesse essere
sufficiente a coprire tale somma per intero, allora pro rata a ciascuna Parte
Garantita (senza prevalenza di una parte sull’altra), proporzionalmente alla
quota di credito dovuta; e


 


7.3.3                        in
terzo luogo, qualsiasi somma residua sara pagata al Costituente Pegno e ai suoi
successori o aventi causa o a chiunque ne abbia legalmente diritto o come
stabilito da una corte competente.


 


8              Efficacia
ed Estinzione del Pegno


 


8.1                                 II presente Atto e tutte le obbligazioni del Costituente Pegno ai sensi
dello stesso:


 


(a)                                  saranno efficaci soltanto a partire dalle ore 24:00 (ora
tedesca) del 31 luglio 2004;


 


(b)                                 si aggiungono a e non pregiudicano ne contrastano
qualsiasi altra presente o futura garanzia accessoria, vincolo, diritto o rimedio
presente o futuro esistente o disponibile a favore dei Beneficiari;


 


(c)                                  non sono assorbiti ne sono in alcun modo pregiudicati o
affetti dall’esistenza di qualsiasi di dette garanzie accessorie, vincoli,
diritti o rimedi, ne saranno, in tutto od in parte, nulli, annullabili,
incoercibili in alcun modo ad opera dei Beneficiari qualora questi ultimi
trattino, permutino, rinuncino, modifichino od omettano di perfezionare o
eseguire alcuna delle predette garanzie accessorie, vincoli, diritti, rimedi o concedano
termini per adempiere o proroghe o transigano con terzi.


 


8.2                                 Nel momento in cui (x) venga posta in essere qualunque vendita o altro
trasferimento del Marchio da parte del Costituente Pegno che sia ammessa ai
sensi del Credit Agreement oppure (y) it Costituente Pegno cessi di essere
una Society Co!legate del US Borrower a seguito di un’operazione permessa ai
sensi del Credit Agreement, oppure (z) net 


 

















 


momento
in cui sia stato rilasciato consenso scritto all’estinzione del pegno di cui at
presente Atto sul Marchio ai sensi dell’art. 14.1 del Credit Agreement, i
Beneficiari si impegnano a (a) estinguere it pegno costituito con it
presente Atto sul Marchio e (b), a spese del Costituente Pegno, porre in essere
tutte le azioni ed effettuare tutte le formality necessarie a tat fine.


 


9              Poteri
dell’Administrative Agent


 


II Costituente Pegno
riconosce che i diritti e le responsabilita dell’Administrative Agent ai sensi
del presente Atto con riferimento a qualsivoglia azione intrapresa dall’Administrative
Agent o all’esercizio o mancato esercizio da parte dell’Administrative Agent di
qualsiasi opzione, diritto di voto, richiesta, procedimento giudiziario, o
altro diritto o rimedio previsto, risultante o derivante dal presente Atto,
saranno regolati, per quanto riguarda i rapporti tra (‘Administrative Agent e
le altre Parti Garantite, dal Credit Agreement e da qualunque altro accordo in
relazione alto stesso che potra esistere di volta in volta tra dette parti,
tuttavia, per quanto riguarda i rapporti tra (‘Administrative Agent e it
Costituente Pegno, (‘Administrative Agent verra definitivamente considerato
come parte che agisce per le Parti Garantite con pien valido potere di agire o
astenersi dall’agire, e it Costituente Pegno non avra alcun obblig richiedere
alcunche in merito a tale potere.


 


10           Elezione di domicilio e comunicazioni


 


10.1                           Ai fini
del presente Atto e dei diritti di garanzia in esso aventi causa, it Costituent
Pegno clegge domicilio presso la propria sede legate.


 


10.2                           Qualsiasi
avviso, richiesta o altra comunicazione in forza del presente Atto ara
effettuat ai sensi dell’articolo 14.2 del Credit Agreement. Qualsiasi avviso o
richiesta al ostituente Pe no ai
sensi del presente Atto sara inviato allo stesso presso il UK Borrower all’indirizzo
del UK Borrower di cui all’Articolo 14.2 del Credit Agreement.


 


11           Costi


 


11.1                           Costituente
Pegno si impegna a tenere indenne i Beneficiari da ogni eventuale ragionevole
costo o spesa (ivi compresi tutti gii onorari e le spese generali degli
avvocati) che potra essere da questi sostenuta per applicare od ottenere it
parere di un avvocato con riferimento a qualunque dei diritti relativamente a
qualunque delle Obbligazioni Garantite e l’adempimento di qualunque diritto
relativo alle Obbligazioni Garantite, o la riscossione di tutte le Obbligazione
Garantite, e/o per esercitare i propri diritti contro it Costituente Pegno ai
sensi del presente Atto. Qualsiasi imposta, tassa, onorario o costo dovuto per
la stipulazione o l’esecuzione del presente Atto, delle conseguenti formality e
delle future cancellazioni sono a carico del Costitutente Pegno.


 

















 


12           Modifiche


 


12.1                           I
termini o le previsione della presente Atto potranno essere rinunciati,
modificati, integrati o altrimenti modificati solamente se concordate per iscritto
e sottoscritte dal Costituente Pegno e dai Beneficiari, in conformity all’articolo
14.1 del Credit Agreement.


 


12.2                           I
Beneficiari non potranno in alcun modo (salvo che con atto scritto ai sensi del
precedente articolo 11.1) ritardare, concedere dilazioni, omettere, o in altro
rinunciare a qualsiasi diritto o rimedio ai sensi del presente Atto o accettare
un Default o Evento di Default o un qualsiasi inadempimento dei termini e delle
condizioni del presente Atto. Nessun mancato esercizio, ne ritardo nell’esercizio
di un qualsiasi diritto, potere o privilegio da parte dei Beneficiari sara
considerato come una rinuncia allo stesso. L’esercizio anche parziale di un
qualsiasi diritto, potere o privilegio ai sensi del presente Atto non
precludera l’ulteriore o altro esercizio dello stesso, o l’esercizio di
qualsiasi altro diritto, potere o privilegio. Una rinuncia da parte dei
Beneficiari a qualsiasi diritto o rimedio ai sensi del presente Atto, in una
qualsiasi occasione, non sara interpretato come un impedimento o divieto a
esercitare qualsiasi diritto o rimedio che i Beneficiari potrebbero altrimenti
avere in occasioni future.


 


12.3                           I
diritti, i poteri, e i privilegi previsti nel presente Atto sono cumulativi,
possono essere esercitati singolarmente o congiuntamente, e non escludono altri
diritti previsti della legge.


 


13           Giurisdizione


 


13.1                           Fatti
salvi i casi di competenza inderogabile stabiliti della legge, qualsivoglia
controversia inerente it presente Atto ed i diritti di garanzia derivanti dello
stesso a devoluta alla competenza esclusiva del Foro di Milano. Resta comunque
impregiudicata la facolta dei Beneficiari di adire ogni altro giudice e foro
competente ai sensi di legge.


 


14           Legge Applicabile


 


II presente Atto ed i
diritti e le obbligazioni parti ai sensi dello stesso saranno regolati e
interpretati ai sensi della legge Italiana.


 


F.ti Gabriele Ceracchi —
Enrica Pagani.


 


N. 42.058 di Repertorio


 


Milano, via Alberto da
Giussano n. 18, trenta (30) luglio (7) duemilaquattro (2004).


 


Previa espressa e
concorde rinunzia doe parti ai testi con ii mio consenso, certifico io
sottoscritto dottor Renato Giacosa Notaio alla residenza di Milano, iscritto
presso it Collegio Notarile di Milano, essere vere e autentiche le premesse
firme dei signori:


 


·  CERACCHI GABRIELE nato a Spoleto (Perugia) it
5 aprile 1952, domiciliato a Torino, via Guglielmo Reiss Romoli n. 44/12,
dirigente;


 

















 


·   PAGANI ENRICA nata a Codogno (Lodi) il 30
agosto 1974, domiciliata a Milano, piazza Diaz n. 1, avvocato;


 


Persone della cui identity
personale, qualifica e poteri io Notaio sono certo, che hanno firmato in mia
vista e presenza l’atto che precede in calce e sui fogli intermedi, entrambi
firmando nella quality indicata in atto.


 


Le parti hanno richiesto
espressamente la restituzione del presente originale.


 


F.to Renato Giacosa
Notaio.


 

















 


* * *


 


Registrato presso l’Agenzia delle Entrate —
Ufficio di Milano 2 - in data 5 agosto 2004.


 


* * *


 


Copia conforme all’originale in carta libera

per gli usi consentiti.

Milano, 6 agosto 2004.


 






 


 












 


Working translaton into English                 


 


EXHIBIT E-3


 


FORM
OF ITALIAN TRADEMARK PLEDGE AGREEMENT


 


Private
& Confidential


 


	
   

  	
   

  	
  Dated

  	
  30
  July 2004

  	
   

  



 


 


Rockwood Italia S.p.A.                             (1)


 






 


Trademark Pledge Agreement


 






 

















 


Contents


 


	
  Clause

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1

  	
  Defined
  Terms

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  2

  	
  Trademark
  Pledge

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  3

  	
  Secured
  Obligations

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  4

  	
  Representations
  and Warranties

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  5

  	
  Covenants
  by the Pledgor

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  6

  	
  Registration
  of the Pledge

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  7

  	
  Enforcement
  of the Pledge

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  8

  	
  Effectiveness
  and Discharge of the Pledge

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  9

  	
  Authority
  of Administrative Agent

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  10

  	
  Domicile
  and Notices

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  11

  	
  Applicable
  Costs

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  12

  	
  Amendments

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  13

  	
  Jurisdiction

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  14

  	
  Goveming
  Law

  	
   

  	
  10

  



 


2

















 


[LETTERHEAD OF ROCKWOOD ITALIA S.P.A.J


 


Milan, 30 July 2004


 


Credit Suisse First Boston


Cayman Islands Branch


Eleven Madison Avenue


New York New York 10010, USA


 


UBS Loan Finance LLC


677 Washington Boulevard


Stamford, Connecticut 06901, USA,


 


Goldman Sachs Credit Partners L.P.


Clarendon House


2 Church Street


Hamilton


HM CX Bermuda


 


Dear Sirs,


 


Following our recent discussions, we hereby propose
the constitution of a pledge in the terms and conditions set out in the
following agreement (the “Agreement”) dated [·]
made between:


 


(1)        Rockwood Italia S.p.A. (hereafter the “Pledgor”),
a company incorporated and
existing under the laws of Italy, having its registered office in Turin, Via
Reiss Romoli no. 44/12, Italy, share capital of Euro 3,819,930, fiscal code and
number of registration in the Companies Register of Turin 02146370263,
represented by he undersigned Mr. Gabriele Ceracchi, in his capacity as Chairman of the Board of Directors of the
Guarantor authorised to execute the present deed by virtue of the powers conferred to him by a resolution of
the Board of Directors meeting held on
30 July 2004 which is attached hereto sub
Annex A;


 


(2)        Credit Suisse First Boston, acting through its Cayman Islands Branch ( Eleven Madison Avenue, New York, New
York 10010 USA (hereafter the “Administrative Agent”) acting for the purposes
of this Agreement as Administrative Agent for the Secured Parties, as secured
creditors and beneficiaries of the pledge constituted by virtue of this
Agreement, represented by its
agent Enrica Pagani, born in Codogno (LO), on 30 August 1974, domiciled for the
purposes of this Agreement in Piazza Diaz 1, Milan 20123 (Italy), duly
authorised to act in the capacity referred to below by virtue of a special power of attorney, duly certified and
apostilled, which is attached hereto Annex
B


 


(3)        UBS Loan Finance LLC, 677 Washington Boulevard, Stamford, Connecticut
06901, USA, acting for the purposes of this Agreement as Lender (“UBS”),
represented by its agent Enrica Pagani,
born in Codogno (LO), on 30 August 1974, domiciled for the purposes of this 


 


3

















 


Agreement in Piazza Diaz
1, Milan 20123 (Italy), duly authorised to act in the capacity referred to
below by virtue of a special power of attorney, duly certified and apostilled,
which is attached hereto Annex B; and


 


(4) Goldman Sachs Credit Partners L.P.,
Clarendon House, 2 Church Street, Hamilton, HM CX Bermuda (the “GS
Co-Syndication Agent”) acting for the purposes of this Agreement as
Co-Syndication Agent, represented by its agent Enrica Pagani, born in Codogno
(LO), on 30 August 1974, domiciled for the purposes of this Agreement in Piazza
Diaz 1, Milan 20123 (Italy), duly authorised to act in the capacity referred to
below by virtue of a special power of attorney, duly certified and apostilled,
which is attached hereto Annex B;


 


the Administrative Agent, UBS and the GS
Co-Syndication Agent together the “Beneficiaries”.


 


WHEREAS


 


(A)                    On
30 July 2004 a credit agreement (as the same may be amended, supplemented,
otherwise modified from time to time, the “Credit Agreement”) has been entered
into among (1) Rockwood Specialties Group Inc. a Delaware corporation (2)
Rockwood Specialties Limited, as UK Borrower (“UK Borrower”), (3) Rockwood
Specialties International, Inc., a Delaware corporation, (4) the lending
institutions from time to time parties thereto (collectively the “Lenders”),
(5) Credit Suisse First Boston, acting through its Cayman Islands Branch as
administrative agent and (6) the Co-Syndication Agents;


 


(B)                      Pursuant to the Credit Agreement, (a) the Lenders have severally agreed
to make Loans to, inter alia, the UK Borrower and the Letter of Credit Issuer
has agreed to issue Letters of Credit for the account of UK Borrower
(collectively, the “Extensions of Credit”) upon the terms and subject to the
conditions set forth therein and (b) one or more Lenders or Affiliates of
Lenders may from time to time enter into Hedge Agreements with the UK Borrower;


 


(C)                      The proceeds of the Extensions of Credit will be used in part to enable
the UK Borrower to make valueabte transfers to the Pledgor in connection with the operation of their
respective businesses. The Pledgor therefore will derive substantial direct and
indirect benefit from the making of the Extensions of Credit;


 


(D)                     The
Pledgor is the owner of the following Italian trademark no. 380597 filed under
the name SILO S (hereinafter the “Trademark” or the “Collateral”);


 


(E)                       It is a condition precedent to the obligation of the Lenders and the
Letter of Credit Issuer to make their respective Extensions of Credit to the UK
Borrower under the Credit Agreement that the Pledgor shall have executed and
delivered this Agreement to the Administrative Agent, for itself and for the
ratable benefit of the Secured Parties, UBS and the GS Co-Syndication Agent.


 


NOW, THEREFORE, having acknowledged that the
recitals hereof and the attachments hereto constitute an integral and
substantial part of this Agreement, it is hereby agreed and stipulated as
follows:


 


4

















 


1              Defined
Terms


 


1.1                                 Unless  otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.


 


1.2                                 As used herein, the term “Secured Obligations” means the collective
reference to:


 


(a)                                  the due and punctual payment of (i) the principal of and premium, if any,
and interest at the applicable rate provided in the Credit Agreement (including
interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding) on the Loans, extended to the UK
Borrower, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (ii) each payment required to be
made by the UK Borrower under the Credit Agreement in respect of any Letter of
Credit, when and as due, and (iii) all other monetary obligations, including
fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding), of the UK Borrower or any other
Credit Party that is a Foreign Subsidiary of any of the Secured Parties under
the Credit Agreement and the other Credit Documents;


 


(b)                                 the due and punctual performance of all covenants, agreements,
obligations and liabilities of the UK Borrower under or pursuant to the Credit
Agreement and the other Credit Documents;


 


(c)                                  the due and punctual payment and performance of all the covenants,
agreements, obligations and liabilities of each other Credit Party that is a
Foreign Subsidiary under or pursuant to this Agreement or the other Credit
Documents;


 


(d)                                 the due and punctual payment and performance of all obligations of the UK
Borrower and each Credit Party that is a Foreign Subsidiary under each Hedge
Agreement that (i) is in effect on the Closing Date with a counterparty that is
a Lender or an Affiliate of a Lender as of the Closing Date or (ii) is entered into after the Closing Date with
any counterparty that is a Lender or an Affiliate of a Lender at the time such
Hedge Agreement is entered into; and


 


(e)                                  the due and punctual payment and performance of all obligations in
respect of overdrafts and related liabilities owed to the Secured Parties or
their Affiliates by the UK Borrower or any other Credit Party that is a Foreign
Subsidiary, arising from or in connection with treasury, depositary or cash
management services or in connection with any automated clearinghouse transfer
of funds.


 


1.3                                 As used herein, the term “Secured Parties” means (i) the Lenders
(including UBS), (ii) the Letter of Credit Issuer, (iii) the Swingline Lender,
(iv) the Administrative Agent, (v) the Co-Syndication Agents (including the GS
Co-Syndication Agent), (vi) each counterparty to a Hedge Agreement the
obligations under which constitute Obligations, (vii) the beneficiaries of each
indemnification obligation undertaken by any Credit Party 


 


5

















 


under any Credit Document and (viii) any successors,
indorsees, transferees and assigns of each of the foregoing.


 


1.4                                 References to
“Lenders” in this Agreement shall
be deemed to include Affiliates of Lenders that may from time to time enter
into Hedge Agreements with the UK Borrower.


 


2              Trademark
Pledge


 


The Pledgor hereby
creates security, pursuant to
article 49 of seq. of Royal
Decree no. 929 of 21 June 1942, as amended by Legislative Decree no. 480 of 4
December 1992 (hereinafter the “Trademark Law”), over the Trademark up to Euro
133,762.00 (one hundred thirty three thousand seven hundred sixty two) in
favour of the Administrative Agent, for itself and the rateable benefit of the
Secured Parties, UBS and the GS Co-Syndication Agent, as security for the
Secured Obligations (as defined in Article 3 below). The Beneficiaries accept
such a pledge.


 


3              Secured
Obligations


 


The pledge rights hereby created in favour of the
Administrative Agent, for itself and the rateable benefit of the Secured Parties,
UBS and the GS Co-Syndication Agent, secure the Secured Obligations.


 


4              Representations
and Warranties


 


The Pledgor hereby represents and warrants that it
has good title and is able to freely transfer the Trademark and further
represents and warrants that:


 


(a)                                  the Pledgor
is the sole legal owner of, and has full and legal
title to, the Trademark, which is free from any and all restriction, security,
claims, charges, pre-emption rights, seizure or other third party rights,
including those resulting from a licence;


 


(b)                                 there are no actions, lawsuits or arbitrations or other proceedings
pending or threatened against or affecting the Trademark before any court,
arbitration panel, commission or other governmental agency, whether in Italy or
abroad;


 


(c)                                  the Trademark is valid, neither void, voidable, nor expired and does not
infringe any third party rights;


 


(d)                                 to its knowledge, the Trademark has not been infringed or counterfeited
by third parties;


 


(e)                                  the obligations assumed under this Agreement are valid and legally
binding for the Pledgor and do not infringe any law of the Republic of Italy;
and


 


(f)                                    the representations and warranties set forth in Section 8 of the Credit
Agreement as they relate to the Pledgor or in the other Credit Documents to
which such Pledgor is a party, each of which is hereby incorporated herein by
reference, are 


 


6

















 


true and correct, and the
Beneficiaries shall be entitled to rely on each of them as if they were fully
set forth herein;


 


(g)                                 this Agreement shall constitute a first pledge and lien on the Trademark,
subject to no prior liens.


 


5              Covenants
by the Pledgor


 


5.1                                 The Pledgor hereby covenants and agrees with the Beneficiaries that, from
and after the date of this Agreement until the Secured Obligations under the
Credit Documents are paid in full, the Commitments
are terminated and no Letter of Credit drawn by the UK Borrower remains
outstanding, the Pledgor shall take, or shall refrain from taking, as the case
may be, all actions that are necessary to be taken or not taken so that no
violation of any provision, covenant or agreement contained in Section 9 or 10 of the Credit
Agreement, and so that no Default or Event of Default, is caused by any act or
failure to act of such Pledgor.


 


5.2                                 The Pledgor agrees that at any time and from time to time, at the expense
of the Pledgor, it will execute any and all further documents, financing
statements, agreements and instruments, and take all such further actions which
may be required under any applicable law, or which the Beneficiaries or the
Required Lenders may reasonably request, in order (x) to perfect and protect
any pledge, assignment or security interest granted or purported to be granted
hereby, including the priority hereof, (y) to enable the Beneficiaries to
exercise and enforce their rights and remedies hereunder with respect to the
Collateral.


 


6                                          Registration of the Pledge


 


6.1                                 The Pledgor consents to the publication of the present agreement, by
whatever interested party requests it, with the Italian Office of Trademarks
and Copyrights, exonerating the competent office from any liability in
connection therewith.


 


7                                          Enforcement of the Pledge


 


7.1                                 Upon the occurrence of an Event of Default, the Beneficiaries and any
nominee of the Beneficiaries may exercise in respect of all or any of the
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of the registered holder
of the Collateral and may sell the Collateral or any part thereof at public or
private sale, at any of the Beneficiaries’ offices or elsewhere, for cash, on
credit or for future delivery, at such price or prices and upon such other
terms as are commercially reasonable irrespective of the impact of any such
sales on the market price of the
Collateral. The Pledgor hereby waives (to the extent permitted by law) all
rights of redemption, stay and/or appraisal that it now has or may at any time
in the future have under any rule of law or statute. The Beneficiaries shall
have the right upon any such public sale, and, to the extent permitted by law,
upon any such private sale, to purchase the whole or any part of the Collateral
so sold.


 


7.2                                 Unless otherwise provided in this article 7, the provisions of Article
2797 of the Civil Code shall apply.


 


7

















 


7.3                                 Any sum resulting from the sale of the Collateral shall be applied by
Beneficiaries:


 


7.3.1                        first, to the payment of all reasonable and documented costs and expenses
incurred by or on behalf of the Beneficiaries in connection with such
collection or sale or otherwise in connection with this Agreement, including
all court costs and the reasonable fees and expenses of its agents and legal
counsel, the repayment of all advances made by the Beneficiaries hereunder and
any other reasonable and documented costs or expenses incurred in connection
with the exercise of any right or remedy hereunder;


 


7.3.2                        second, to the Secured Parties, an amount equal to all the Secured
Obligations under the Credit Documents owing to them on the date of any such
distribution, and, if such moneys shall be insufficient to pay such amounts in
full, then ratably (without priority of any one over any other) to such Secured
Parties in proportion to the unpaid amounts thereof; and


 


7.3.3                        third, any surplus then remaining shall be paid to the Pledgor or its
successors or assigns or to whomsoever may be lawfully entitled to receive the
same or as a court of competent jurisdiction may direct.


 


8              Effectiveness
and Discharge of the Pledge


 


8.1           This
Agreement and the obligations of the Pledgor under this Agreement shall:


 


(a)                                  only be effective from 31 July 2004 at 24:00 hours;


 


(b)                                 be in addition to, and without prejudice to or in conflict with any other
additional guarantees or security, obligation, right or remedy, present or
future, existing or available to the Beneficiaries;


 


(c)                                  not be superseded or in any way prejudiced
or affected by the existence of any such additional guarantee or
security, obligation, right or remedy, nor are they, wholly or in part, in any
way null, void or unenforceable by the Beneficiaries in the event that the
Beneficiaries negotiate, transfer, abandon, modify or fail to perfect or to
execute any of


 


(d)                                 the aforementioned additional guarantees or security, obligations,
rights, remedies or agrees terms for fulfilment, extension or compromises with
any other party.


 


8.2                                 Upon (x) any sale or other transfer by the Pledgor of any collateral that
is permitted under the Credit
Agreement, or (y) upon the Pledgor ceasing to be a Subsidiary of the US
Borrower pursuant to a transaction permitted by the Credit Agreement, or (z)
upon the effectiveness of any written consent to the release of pledge hereby
created over any Collateral pursuant to Section 14.1 of the Credit Agreement,
the Beneficiaries shall (a) release the pledge created hereby over such
Collateral and (b) at the Pledgor’s
expenses, perform all the acts and formalities that are necessary for the
purpose of such release.


 


9                                          Authority of Administrative Agent


 


8

















 


The Pledgor acknowledges that the rights and
responsibilities of the Administrative Agent under
this Pledge with respect to any action taken by the Administrative
Agent or the exercise or non-exercise by the Administrative Agent of any
option, right, request, judgment or other right or remedy provided for herein
or resulting or arising out of this Pledge shall, as between the Administrative
Agent and the other Secured Parties, be governed by the Credit Agreement and by
such other agreements with respect thereto as may exist from time to time among
them, but, as between the Administrative Agent and the Pledgor, the
Administrative Agent shall be conclusively presumed to be acting as agent for
the Secured Parties with full and valid authority so to act or refrain from
acting, and Pledgor shall be under no obligation, or entitlement, to make any
inquiry respecting such authority.


 


10                                    Domicile and Notices


 


10.1                           For the purposes of this Agreement and the security rights arising herein, the Pledgor elects to be domiciled
at its own registered office and the Beneficiaries elect domicile at the Administrative Agent’s registered
office.


 


10.2                           All notices, requests and demands pursuant hereto shall be made in
accordance with Section 14.2 of the Credit Agreement. All communications and
notices hereunder to the Pledgor shall be given to it in care of the UK
Borrower at the UK Borrower’s address set forth in Section 14.2 of the Credit Agreement.


 


11                                    Applicable Costs


 


11.1                           The Pledgor agrees to pay any and all expenses (including all fees and
disbursements of counsel) that may be paid or incurred by the Beneficiaries in enforcing, or obtaining advice of
counsel in respect of, any rights with respect to, or collecting, any or all of
the Secured Obligations and/or enforcing any rights with respect to, or
collecting against, the Pledgor under this Agreement. Any tax, fee or cost owed
for the creation or execution of this agreement and any further formalities and
eventual discharge, shall be borne by the Pledgor.


 


12                                    Amendments


 


12.1                           None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by the Pledgor and the
Beneficiaries in accordance with Section 14.1 of the Credit Agreement.


 


12.2                           None of the Beneficiaries shall by any act (except by a written
instrument pursuant to Section 12.1 hereof), delay, indulgence, omission or
otherwise be deemed to have waived
any right or remedy hereunder or to have acquiesced in any Default or Event of
Default or in any breach of any of the terms and conditions hereof. No failure
to exercise, nor any delay in exercising, on the part of the Beneficiaries, any
right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Beneficiaries of any right 


 


9

















 


or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy that the Beneficiaries would
otherwise have on any future occasion.


 


12.3                           The rights, remedies, powers and
privileges herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any other rights or remedies provided by
law.


 


13                                    Jurisdiction


 


Unless otherwise established by law, the courts of
Milan shall have exclusive jurisdiction to settle any dispute between the
parties which may arise out of or in connection with this Agreement and the
security rights created herein. Nevertheless, nothing shall limit the right of
the Beneficiaries to initiate proceedings in any other competent court pursuant
to the current laws in force.


 


14                                    Governing Law


 


This Agreement and the rights and obligations of the parties hereunder
shall be governed by, and construed and interpreted in accordance with, the law
of the Republic of Italy.


 


10
















 


EXHIBIT F


 


[FORM OF]


 


MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,


SECURITY AGREEMENT AND FINANCING STATEMENT


 


 


From


 


 


ROCKWOOD SUBSIDIARY


 


 


To


 


 


CREDIT SUISSE FIRST BOSTON,


ACTING THROUGH ITS CAYMAN ISLANDS BRANCH,


AS ADMINISTRATIVE AGENT


 


 






 


Dated: July 30, 2004


 


Premises:


 






 


 


This document prepared by and 

after recording return to: 








Latham & Watkins LLP 

885 Third Avenue 

New York, NY 10022


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Representations,
  Warranties and Covenants of Mortgagor

  	
   

  	
   

  
	
  SECTION 1.01.

  	
   

  	
  Title

  	
   

  	
  5

  
	
  SECTION 1.02.

  	
   

  	
  Credit Agreement; Certain Amounts

  	
   

  	
  6

  
	
  SECTION 1.03.

  	
   

  	
  Compliance with Legal Requirements

  	
   

  	
  7

  
	
  SECTION 1.04.

  	
   

  	
  Payment of Taxes, Liens and Charges

  	
   

  	
  7

  
	
  SECTION 1.05.

  	
   

  	
  Plans, Alterations and Waste; Repairs

  	
   

  	
  7

  
	
  SECTION 1.06.

  	
   

  	
  Insurance

  	
   

  	
  8

  
	
  SECTION 1.07.

  	
   

  	
  Casualty Condemnation/Eminent Domain

  	
   

  	
  8

  
	
  SECTION 1.08.

  	
   

  	
  Assignment of Leases and Rents

  	
   

  	
  8

  
	
  SECTION 1.09.

  	
   

  	
  Restrictions on Transfers and Encumbrances

  	
   

  	
  10

  
	
  SECTION 1.10.

  	
   

  	
  Security Agreement

  	
   

  	
  10

  
	
  SECTION 1.11.

  	
   

  	
  Filing and Recording

  	
   

  	
  11

  
	
  SECTION 1.12.

  	
   

  	
  Further Assurances

  	
   

  	
  11

  
	
  SECTION 1.13.

  	
   

  	
  Additions to Mortgaged Property

  	
   

  	
  11

  
	
  SECTION 1.14.

  	
   

  	
  No Claims Against Mortgagee

  	
   

  	
  11

  
	
  SECTION 1.15.

  	
   

  	
  Fixture Filing

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Defaults and Remedies

  	
   

  	
   

  
	
  SECTION 2.01.

  	
   

  	
  Events of Default

  	
   

  	
  12

  
	
  SECTION 2.02.

  	
   

  	
  Demand for Payment

  	
   

  	
  12

  
	
  SECTION 2.03.

  	
   

  	
  Rights To Take Possession, Operate and Apply
  Revenues

  	
   

  	
  12

  
	
  SECTION 2.04.

  	
   

  	
  Right To Cure Mortgagor’s Failure to Perform

  	
   

  	
  13

  
	
  SECTION 2.05.

  	
   

  	
  Right to a Receiver

  	
   

  	
  14

  
	
  SECTION 2.06.

  	
   

  	
  Foreclosure and Sale

  	
   

  	
  14

  
	
  SECTION 2.07.

  	
   

  	
  Other Remedies

  	
   

  	
  14

  
	
  SECTION 2.08.

  	
   

  	
  Application of Sale Proceeds and Rents

  	
   

  	
  15

  
	
  SECTION 2.09.

  	
   

  	
  Mortgagor as Tenant Holding Over

  	
   

  	
  15

  
	
  SECTION 2.10.

  	
   

  	
  Waiver of Appraisement, Valuation, Stay, Extension
  and Redemption Laws

  	
   

  	
  16

  
	
  SECTION 2.11.

  	
   

  	
  Discontinuance of Proceedings

  	
   

  	
  16

  
	
  SECTION 2.12.

  	
   

  	
  Suits To Protect the Mortgaged Property

  	
   

  	
  16

  
	
  SECTION 2.13.

  	
   

  	
  Filing Proofs of Claim

  	
   

  	
  16

  
	
  SECTION 2.14.

  	
   

  	
  Possession by Mortgagee

  	
   

  	
  17

  
	
  SECTION 2.15.

  	
   

  	
  Waiver

  	
   

  	
  17

  
	
  SECTION 2.16.

  	
   

  	
  Remedies Cumulative

  	
   

  	
  17

  



 


i

















 


	
  ARTICLE III

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Miscellaneous

  	
   

  
	
  SECTION 3.01.

  	
  Partial Invalidity

  	
  18

  
	
  SECTION 3.02.

  	
  Application of Payments

  	
  18

  
	
  SECTION 3.03.

  	
  Amendments; Etc

  	
  18

  
	
  SECTION 3.04.

  	
  Renewal; Etc

  	
  18

  
	
  SECTION 3.05.

  	
  Future Advances

  	
  18

  
	
  SECTION 3.06.

  	
  Compliance With Usury Law

  	
  18

  
	
  SECTION 3.07.

  	
  Notices

  	
  19

  
	
  SECTION 3.08.

  	
  Successors and Assigns

  	
  19

  
	
  SECTION 3.09.

  	
  Satisfaction and Cancellation

  	
  19

  
	
  SECTION 3.10.

  	
  Definitions

  	
  20

  
	
  SECTION 3.11.

  	
  Headings Descriptive

  	
  20

  
	
  SECTION 3.12.

  	
  Entire Agreement

  	
  20

  
	
  SECTION 3.13.

  	
  Counterparts

  	
  21

  
	
  SECTION 3.14.

  	
  Governing Law

  	
  21

  
	
  SECTION 3.15.

  	
  Waiver of Jury Trial

  	
  21

  
	
  SECTION 3.16.

  	
  Multisite Real Estate Transaction

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Particular Provisions

  	
   

  
	
  SECTION 4.01.

  	
  Applicable Law; Certain Particular Provisions

  	
  22

  
	
   

  	
   

  	
   

  
	
  Exhibit
  A            
  Description of Land

  	
   

  



 


ii

















 


THIS
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE
FILING/FINANCING STATEMENT dated as of July 30, 2004 (this “Mortgage”), by
[                            ]
a [                            ]
corporation, having an office at
[                            ]
(the “Mortgagor”), to CREDIT
SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, having an office
at Eleven Madison Avenue, New York, NY 10010 (the “Mortgagee”) as Administrative Agent for the benefit of the
Secured Parties (as defined below);


 


WITNESSETH THAT:


 


WHEREAS, pursuant to the Credit Agreement dated as
of July 30, 2004, by and 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” and,
together with the US Borrower, the “Borrowers”),
Rockwood Specialties International, Inc., a Delaware corporation (“Holdings”), the Lenders party thereto (the
“Lenders”), the Mortgagee, UBS
Loan Finance LLC and Goldman Sachs Credit Partners L.P., as Co-Syndication
Agent, and
[                    ],
as Documentation Agent (such Credit Agreement, and as it may hereafter be
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), the Lenders made
certain Commitments, subject to the terms and conditions set forth in the
Credit Agreement, to extend certain credit facilities (as described in the
following paragraph) to the Borrowers. 
Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Credit Agreement.


 


WHEREAS (i) the Lenders have agreed to make
(a) Term Loans to the Borrowers in an aggregate principal amount not in
excess of [$1,050,000,000] plus €[460,983,991] and (b) Revolving Credit
Loans to the Borrowers, at any time and from time to time in an aggregate
principal amount at any time outstanding not in excess of [$250,000,000],
(ii) Mortgagee has agreed to make Swingline Loans to the US Borrower at
any time and from time to time in an aggregate principal amount at any time
outstanding not in excess of [$75,000,000] and (iii) the Letter of Credit
Issuer has issued or agreed to issue from time to time Letters of Credit for
the account of the Borrowers in an aggregate face amount at any time
outstanding not in excess of [$100,000,000], in each case pursuant to, and upon
the terms, and subject to the conditions specified in, the Credit
Agreement.  Subject to the terms of the
Credit Agreement, the Borrowers may borrow, prepay and reborrow Revolving
Credit Loans.  Amounts paid in respect of
Term Loans may not be reborrowed.


 


WHEREAS, the Borrowers or any of their Restricted
Subsidiaries may from time to time enter, or may from time to time have
entered, into one or more Hedge Agreements (collectively, the “Lender Hedge Agreements”) with one or more
Persons that are Lenders or Affiliates of Lenders at the time such Hedge
Agreements are entered into (in such capacity, collectively, the “Interest Rate Exchangers”), and it is
desired that the obligations of the Borrowers or any of their Restricted
Subsidiaries under the Hedge Agreements, including without limitation the
obligations of the Borrowers or any of their Restricted Subsidiaries to make
payments thereunder in the event of early termination thereof, together with
all obligations of the Borrowers under the Credit Agreement and the other
Credit Documents, be secured hereunder;


 

















 


WHEREAS, pursuant to the Guarantee, dated as of July
30, 2004 (the “Guarantee”), in
favor of the Administrative Agent, for the ratable benefit of the Lenders,
Holdings and each US Subsidiary Guarantor have guaranteed the prompt payment
and performance when due of the Obligations (as defined below); and


 


WHEREAS, as used in this Mortgage, the term (a) “Obligations” shall mean collective
reference to (i) the due and punctual payment of (x) the principal of
and premium, if any, and interest at the applicable rate provided in the Credit
Agreement (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Loans, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (y) each payment required to be made by the Borrowers under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral, and (z) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Borrowers or any other Credit Party to
any of the Secured Parties under the Credit Agreement and the other Credit
Documents, (ii) the due and punctual performance of all covenants,
agreements, obligations and liabilities of the Borrowers under or pursuant to
the Credit Agreement and the other Credit Documents, (iii) the due and
punctual payment and performance of all the covenants, agreements, obligations
and liabilities of each other Credit Party under or pursuant to this Mortgage
or the other Credit Documents, (iv) the due and punctual payment and
performance of all obligations of each Credit Party under each Hedge Agreement
that (x) is in effect on the Closing Date with a counterparty that is a
Lender or an affiliate of a Lender as of the Closing Date or (y) is entered
into after the Closing Date with any counterparty that is a Lender or an
affiliate of a Lender at the time such Hedge Agreement is entered into and
(v) the due and punctual payment and performance of all obligations in
respect of overdrafts and related liabilities owed to the Administrative Agent
or its affiliates arising from or in connection with treasury, depositary or
cash management services or in connection with any automated clearinghouse
transfer of funds; and (b) “Secured
Parties” shall mean (i) the Lenders, (ii) the Letter of
Credit Issuer, (iii) the Swingline Lender, (iv) the Administrative
Agent, (v) the Co-Syndication Agents, (vi) the Documentation Agent,
(vii) each counterparty to a Hedge Agreement the obligations under which
constitute Obligations, (viii) the beneficiaries of each indemnification
obligation undertaken by any Credit Party under any Credit Document and
(ix) any successors, indorsees, transferees and assigns of each of the
foregoing.


 


WHEREAS, pursuant to the requirements of the Credit
Agreement, the Mortgagor is entering into this Mortgage to create a lien on and
a mortgage and security interest in the Mortgaged Property (as defined herein)
to secure the performance and payment by the Mortgagor of the Obligations
(including the obligations of the Mortgagor under the Guarantee).  The Credit Agreement also requires the
granting by other Credit Parties of mortgages, deeds of trust and deeds to
secure debt (the “Other Mortgages”)
that create liens on and security interests in certain Mortgaged Properties
other than the Mortgaged Property to secure the performance of the Obligations.


 


2

















 


GRANTING CLAUSES


 


NOW, THEREFORE, IN CONSIDERATION OF the foregoing
and in order to secure the due and punctual payment and performance of any and
all present and future indebtedness of the Mortgagor to the Mortgagee,
including but not limited to the payment of the Obligations for the benefit of
the Secured Parties and the payment of any and all amounts due and owing under
the Guarantee, Mortgagor hereby grants, conveys, mortgages, assigns and pledges
to the Mortgagee, a mortgage and/or a security interest in, all Mortgagor’s
right title and interest in and to the following described property (the “Mortgaged Property”) whether now owned or
held or hereafter acquired; provided however, that the maximum principal debt
or obligation which is, or under any contingency may be secured at the date of
execution hereof or any time thereafter by this Mortgage (exclusive of interest
and protective payments) is
$[                        ]:


 


(1) the land more particularly described on Exhibit
A hereto (the “Land”), together
with all rights appurtenant thereto, including the easements over certain other
adjoining land granted by any easement agreements, covenant or restrictive
agreements and all air rights, mineral rights, water rights, oil and gas rights
and development rights, if any, relating thereto, and also together with all of
the other easements, rights, privileges, interests, hereditaments and
appurtenances thereunto belonging or in any way appertaining and all of the
estate, right, title, interest, claim or demand whatsoever of Mortgagor therein
and in the streets and ways adjacent thereto, either in law or in equity, in
possession or expectancy, now or hereafter acquired (the “Premises”);


 


(2) all buildings, improvements, structures, paving,
parking areas, walkways and landscaping now or hereafter erected or located
upon the Land, and all fixtures of every kind and type affixed to the Premises
or attached to or forming part of any structures, buildings or improvements and
replacements thereof now or hereafter erected or located upon the Land (the “Improvements”);


 


(3) all apparatus, movable appliances, building
materials, equipment, fittings, furnishings, furniture, machinery and other
articles of tangible personal property of every kind and nature, and
replacements thereof, now or at any time hereafter placed upon or used in any
way in connection with the use, enjoyment, occupancy or operation of the
Improvements or the Premises, including all of Mortgagor’s books and records
relating thereto and including all pumps, tanks, goods, machinery, tools,
equipment, lifts (including fire sprinklers and alarm systems, fire prevention
or control systems, cleaning rigs, air conditioning, heating, boilers,
refrigerating, electronic monitoring, water, loading, unloading, lighting,
power, sanitation, waste removal, entertainment, communications, computers,
recreational, window or structural, maintenance, truck or car repair and all
other equipment of every kind), restaurant, bar and all other indoor or outdoor
furniture (including tables, chairs, booths, serving stands, planters, desks,
sofas, racks, shelves, lockers and cabinets), bar equipment, glasses, cutlery,
uniforms, linens, memorabilia and other decorative items, furnishings,
appliances, supplies, inventory, rugs, carpets and other floor coverings,
draperies, drapery rods and brackets, awnings, venetian blinds, partitions,
chandeliers and other lighting fixtures, freezers, refrigerators, walk-in
coolers, signs (indoor and outdoor), computer systems, cash registers and
inventory control systems, and all other apparatus, equipment, furniture,
furnishings, and articles used in connection with the use or operation of the
Improvements or the Premises, it being understood that the enumeration of any 


 


3

















 


specific articles of property shall in no way result
in or be held to exclude any items of property not specifically mentioned (the
property referred to in this subparagraph (3), the “Personal Property”);


 


(4) all general intangibles owned by Mortgagor and
relating to design, development, operation, management and use of the Premises
or the Improvements, all certificates of occupancy, zoning variances, building,
use or other permits, approvals, authorizations and consents obtained from and
all materials prepared for filing or filed with any governmental agency in
connection with the development, use, operation or management of the Premises
and Improvements, all construction, service, engineering, consulting, leasing,
architectural and other similar contracts concerning the design, construction,
management, operation, occupancy and/or use of the Premises and Improvements,
all architectural drawings, plans, specifications, soil tests, feasibility
studies, appraisals, environmental studies, engineering reports and similar
materials relating to any portion of or all of the Premises and Improvements,
and all payment and performance bonds or warranties or guarantees relating to
the Premises or the Improvements, all to the extent assignable (the “Permits, Plans and Warranties”);


 


(5) all now or hereafter existing leases or licenses
(under which Mortgagor is landlord or licensor) and subleases (under which
Mortgagor is sublandlord), concession, management, mineral or other agreements
of a similar kind that permit the use or occupancy of the Premises or the
Improvements for any purpose in return for any payment, or the extraction or
taking of any gas, oil, water or other minerals from the Premises in return for
payment of any fee, rent or royalty (all amendments, extensions, renewals,
guarantees thereof, and all security therefor, collectively, “Leases”), and all agreements or contracts
for the sale or other disposition of all or any part of the Premises or the
Improvements, now or hereafter entered into by Mortgagor, together with all
charges, fees, income, issues, profits, receipts, rents, revenues or royalties
payable thereunder (“Rents”);


 


(6) all real estate tax refunds and all proceeds of
the conversion, voluntary or involuntary, of any of the Mortgaged Property into
cash or liquidated claims (“Proceeds”),
including Proceeds of insurance maintained by the Mortgagor and condemnation
awards, any awards that may become due by reason of the taking by eminent
domain or any transfer in lieu thereof of the whole or any part of the Premises
or Improvements or any rights appurtenant thereto, and any awards for change of
grade of streets, together with any and all moneys now or hereafter on deposit
for the payment of real estate taxes, assessments or common area charges levied
against the Mortgaged Property, unearned premiums on policies of fire and other
insurance maintained by the Mortgagor covering any interest in the Mortgaged
Property or required by the Credit Agreement; and


 


(7) all extensions, improvements, betterments,
renewals, substitutes and replacements of and all additions and appurtenances
to, the Land, the Premises, the Improvements, the Personal Property, the
Permits, Plans and Warranties and the Leases, hereinafter acquired by or
released to the Mortgagor or constructed, assembled or placed by the Mortgagor
on the Land, the Premises or the Improvements, and all conversions of the
security constituted thereby, immediately upon such acquisition, release,
construction, assembling, placement or conversion, as the case may be, and in
each such case, without any further mortgage, deed of trust, conveyance,
assignment or other act by the Mortgagor, all of which shall 


 


4

















 


become subject to the lien of this Mortgage as fully
and completely, and with the same effect, as though now owned by the Mortgagor
and specifically described herein.


 


TO HAVE AND TO HOLD the Mortgaged Property unto the
Mortgagee, its successors and assigns, for the ratable benefit of the Secured
Parties, forever, subject only to the Permitted Liens and any Liens permitted
pursuant to Section 10.2 of the Credit Agreement (together, the “Permitted Encumbrances”) and to
satisfaction and cancellation as provided in Section 3.09.


 


SECTION 20.


 


Representations, Warranties and Covenants of
Mortgagor


 


Mortgagor agrees, covenants, represents and/or
warrants as follows:


 


	
   

  	
  20.1.

  	
  Title(a) . (a) Mortgagor has
  good and marketable title to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i) an indefeasible fee estate in the Land and Improvements; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii) all of the Personal Property;

  



 


subject
only to the Permitted Encumbrances.


 


(b)  To the
best of Mortgagor’s knowledge, there are no Leases affecting the Land or the
Improvements except for (i) Leases which (x) in the aggregate do not
affect more than 10% of the total area of the Land or 10% of the gross building
area of the Improvements and (y) are subordinate to the lien of this
Mortgage or (ii) Leases which cannot reasonably be expected to have a Material
Adverse Effect.


 


(c)  To the
best of Mortgagor’s knowledge, except as permitted or created by the Credit
Documents and except for any Permitted Encumbrances, Mortgagor is not obligated
under, and the Mortgaged Property is not bound by or subject to, any right, of
first refusal, option or other contractual right to sell, assign or otherwise
dispose of any Mortgaged Property or any interest therein.


 


(d)  The
granting of this Mortgage is within Mortgagor’s corporate powers and has been
duly authorized by all necessary corporate, and, if required, stockholder
action.  This Mortgage has been duly
executed and delivered by Mortgagor and constitutes a legal, valid and binding
obligation of Mortgagor, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting the creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.


 


(e)  To the
best of Mortgagor’s knowledge, adequate ingress and egress is available to and
from the Land and the Improvements for any reasonable purpose.


 


(f)  This
Mortgage and the Uniform Commercial Code Financing Statements described in
Section 1.09 of this Mortgage, when duly recorded in the public records
identified in the Perfection Certificate will create a valid, perfected and
enforceable lien upon and 


 


5

















 


mortgage
and security interest in all of the Mortgaged Property subject only to the
Permitted Liens.  Mortgagor will forever
warrant and defend its title to the Mortgaged Property, the rights of Mortgagee
therein under this Mortgage and the validity and priority of the lien of this
Mortgage thereon against the claims of all persons and parties except those
having rights under Permitted Encumbrances to the extent of those rights.


 


20.2.        Credit Agreement; Certain Amounts(a)  .  (a)
This Mortgage is given pursuant to the Guarantee and the Credit Agreement.  The Mortgagor acknowledges that the rights
and responsibilities of the Mortgagee under this Mortgage with respect to any
action taken by the Mortgagee or the exercise or non-exercise by the Mortgagee
of any option, right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Mortgage shall, as between the
Mortgagee and the Lenders, be governed by the Credit Agreement and by such
other agreements with respect thereto as may exist from time to time among
them, but, as between the Mortgagee and the Mortgagor, the Mortgagee shall be
conclusively presumed to be acting as agent for the Lenders with full and valid
authority so to act or refrain from acting, and the Mortgagor shall not be
under any obligation, or entitlement, to make any inquiry respecting such
authority.


 


(b)  Without
limiting any of the relevant provisions of the Credit Agreement, if Mortgagee
exercises any of its rights or remedies under this Mortgage, or if any actions
or proceedings (including any bankruptcy, insolvency, receivership,
reorganization or similar proceedings) are commenced in which Mortgagee is made
a party and is obliged to defend or uphold or enforce this Mortgage or the
rights of Mortgagee hereunder or the terms of any Lease, or if a condemnation
proceeding is instituted affecting the Mortgaged Property, Mortgagor will pay
all reasonable sums, including reasonable attorneys’ fees and disbursements,
incurred by Mortgagee related to the exercise of any remedy or right of
Mortgagee pursuant hereto and the reasonable expenses of any such action or
proceeding together with all statutory or other costs, disbursements and
allowances, interest thereon from the date of demand for payment thereof at the
rate per annum then applicable under Section 2.8(a) of the Credit Agreement
plus 2% (the “Default Interest Rate”),
and such sums and the interest thereon shall, to the extent permissible by law,
be a lien on the Mortgaged Property prior to any right, title to, interest in
or claim upon the Mortgaged Property attaching or accruing subsequent to the
recording of this Mortgage and shall be secured by this Mortgage to the extent
permitted by law.  Any payment of amounts
due under this Mortgage not made on or before the due date for such payments
shall accrue interest daily without notice from the due date until paid at the
Default Interest Rate, and such interest at the Default Interest Rate shall be immediately
due upon demand by Mortgagee.


 


(c)  The
Mortgagor hereby represents and warrants that the representations and
warranties set forth in Section 8 of the Credit Agreement as they relate to the
Mortgagor or the Credit Documents to which the Mortgagor is a party, each of
which is hereby incorporated herein by reference, are true and correct, and the
Mortgagee and each Lender shall be entitled to rely on each of them as if they
were fully set forth herein.


 


(d)  The
Mortgagor hereby covenants and agrees with the Administrative Agent and each
Lender that, from and after the date of this Mortgage until the Obligations
under the Credit Documents are paid or satisfied in full, the Commitments are
terminated and no Letter of Credit drawn by either of the Borrowers remains
outstanding, the Mortgagor shall take, or shall 


 


6

















 


refrain
from taking, as the case may be, all actions that are necessary to be taken or
not taken so that no violation of any provision, covenant or agreement
contained in Section 9 or 10 of the Credit Agreement, and so that no Default or
Event of Default, is caused by any act or failure to act of the Mortgagor or
any of its Subsidiaries.


 


20.3.        Compliance with Legal Requirements.  Mortgagor shall promptly, fully,
and faithfully comply in all material respects with all applicable laws and
legal requirements relating to its ownership, use and occupancy of the Land and
the Improvements, except to the extent the failure to do so could not reasonably
be expected to have a Material Adverse Effect.


 


20.4.        Payment of Taxes, Liens and Charges(a)  .  (a)
Except as may be permitted by the Credit Agreement, Mortgagor will pay and
discharge from time to time prior to the date on which material penalties attach
thereto, all taxes of every kind and nature, all general and special
assessments, levies, permits, inspection and license fees, all water and sewer
rents, all vault charges, and all other public charges, and all service
charges, common area charges, private maintenance charges, utility charges and
all other private charges, whether created or evidenced by recorded or
unrecorded documents or of a like or different nature, imposed upon or assessed
against the Mortgaged Property or any part thereof or upon the Rents from the
Mortgaged Property or arising in respect of the occupancy, use or possession
thereof.


 


(b)  In the
event of the passage of any state, Federal, municipal or other governmental
law, order, rule or regulation subsequent to the date hereof (i) in any
manner changing or modifying the laws now in force governing the taxation of
this Mortgage (other than laws governing income, franchise and similar taxes
generally) or the manner of collecting taxes thereon and (ii) imposing a
tax to be paid by Mortgagee, either directly or indirectly, on this Mortgage or
requiring an amount of taxes to be withheld or deducted therefrom, Mortgagor
will promptly notify Mortgagee of such event. 
In such event Mortgagor shall (i) agree to enter into such further
instruments as may be reasonably necessary or desirable to obligate Mortgagor
to make any applicable additional payments and (ii) Mortgagor shall make
such additional payments.


 


20.5.        Plans, Alterations and Waste; Repairs(a)  .  (a)
To the extent the same exist on the date hereof or are obtained in connection
with future permitted alterations, Mortgagor shall, at the request of the
Administrative Agent, use reasonable commercial efforts to obtain, and shall
thereafter maintain, a complete set of final plans, specifications, blueprints
and drawings for the Mortgaged Property either at the Mortgaged Property or in
a particular office at the headquarters of Mortgagor to which Mortgagee shall
have access upon reasonable advance notice and at reasonable times.


 


(b)  Mortgagor
shall not:


 


(i)  demolish
or remove all or any material portion of the Improvements, except as may be
required by law, if such demolition or removal could reasonably be expected to
have a Material Adverse Effect;


 


(ii)  erect
any additions to the Improvements or any other structures on the Premises, if
such erection could reasonably be expected to have a Material Adverse Effect;


 


7
















 


(iii)  commit
any waste on the Mortgaged Property or make any alterations to the Mortgaged
Property if such waste or alterations could reasonably be expected to have a
Material Adverse Effect;


 


(iv)  change
the use of the Mortgaged Property or take any other action with respect to the
Mortgaged Property if it would (A) materially increase the risk of fire or
any other hazard (unless Mortgagor obtains additional insurance customarily
attained in connection with such increased risk),(B) violate the terms of any
insurance policy required by Section 1.05 hereof or (C) reasonably be
expected to have a Material Adverse Effect;


 


in
each case without the consent of the Mortgagee in each instance, which consent
shall not be unreasonably withheld or delayed.


 


(c)  Mortgagor
will keep and maintain the Improvements and the Personal Property in good
repair, working order and condition, reasonable wear and tear excepted, and
will schedule and perform preventive maintenance thereon in accordance with the
standards observed by reasonably prudent owners of properties in the same or
similar businesses as the Mortgagor.


 


20.6.        Insurance.  Mortgagor will keep or cause to be kept the
Improvements and Personal Property insured against such risks and shall
purchase such additional insurance to the extent that is required from time to
time pursuant to Section 9.3 of the Credit Agreement.  Mortgagor shall pay promptly when due any
premiums on such insurance policies and on any renewals thereof.  In the event of the foreclosure of this
Mortgage or any other transfer of the Premises or Improvements in
extinguishment of the indebtedness and other sums secured hereby, all right,
title and interest of Mortgagor in and to all casualty insurance policies, and
renewals thereof then in force, to the extent assignable shall pass to the
purchaser or grantee in connection therewith; provided that Mortgagor’s
obligations shall be reduced accordingly.


 


20.7.        Casualty Condemnation/Eminent Domain.  Mortgagor shall give Mortgagee
prompt written notice of any casualty or other damage to the Mortgaged Property
or any proceeding for the taking of the Mortgaged Property or any portion
thereof or interest therein under power of eminent domain or by condemnation or
any similar proceeding, in each case that could reasonably be expected to have
a Material Adverse Effect.


 


20.8.        Assignment of Leases and Rents(a)  .  (a)
Mortgagor hereby irrevocably and absolutely grants, transfers and assigns all
of its right title and interest in all Leases, together with any and all
extensions and renewals thereof for purposes of securing and discharging the
performance by Mortgagor of the Obligations. 
Mortgagor has not assigned or executed any assignment of, and will not
assign or execute any assignment of, any other Lease or their respective Rents
to anyone other than Mortgagee.


 


(b)  If an
Event of Default shall occur and be continuing, Mortgagee shall have the right,
power and authority to notify any person that the Leases have been assigned to
Mortgagee and that all rents and other obligations are to be paid directly to
Mortgagee, whether or not Mortgagee has commenced or completed foreclosure or
taken possession of the Premises or the Improvements.


 


8

















 


(c)  Without
Mortgagee’s prior written consent, which consent shall not be unreasonably
withheld or delayed, Mortgagor will not enter into, modify, amend, terminate or
consent to the cancellation or surrender of any Lease if (i) such Lease,
as entered into, modified or amended will not be subordinate to the lien of
this Mortgage or (ii) such Lease and all other Leases affecting the Land
or the Improvements demise in the aggregate more than 10% of the gross building
area of the Improvements or 10% of the total area of the Land.


 


(d)  Subject
to Section 1.08(e), Mortgagor has assigned and transferred to Mortgagee all of
Mortgagor’s right, title and interest in and to the Rents now or hereafter
arising from each Lease heretofore or hereafter made or agreed to by Mortgagor,
it being intended that this assignment establish, subject to Section 1.08(e),
an absolute transfer and assignment of all Rents and all Leases to Mortgagee
and not merely to grant a security interest therein.  Subject to Section 1.08(e), Mortgagee may in
Mortgagor’s name and stead (with or without first taking possession of any of
the Mortgaged Property personally or by receiver as provided herein) operate
the Mortgaged Property and rent, lease or let all or any portion of any of the
Mortgaged Property to any party or parties at such rental and upon such terms
as Mortgagee shall, in its sole discretion, determine, and may collect and have
the benefit of all of said Rents arising from or accruing at any time
thereafter or that may thereafter become due under any Lease.


 


(e)  So long
as an Event of Default shall not have occurred and be continuing, Mortgagee
will not exercise any of its rights under Section 1.08(c), and Mortgagor shall
have a license to receive and collect, and shall receive and collect, the Rents
accruing under any Lease, to enforce the obligations of tenants under the
Leases and to exercise all rights and remedies of Landlord under the Leases,
and to operate and maintain the Mortgaged Property, subject in each case to
compliance with the terms of this Mortgage; but after the happening and during
the continuance of any Event of Default, Mortgagee may, at its option, receive
and collect all Rents and enter upon the Land, the Premises and Improvements
through its officers, agents, employees or attorneys for such purpose and for
the operation and maintenance thereof. 
Mortgagor hereby irrevocably authorizes and directs each tenant, if any,
and each successor, if any, to the interest of any tenant under any Lease,
respectively, to rely upon any notice of a claimed Event of Default sent by
Mortgagee to any such tenant or any of such tenant’s successors in interest,
and thereafter to pay Rents to Mortgagee without any obligation or right to
inquire as to whether an Event of Default actually exists and even if some
notice to the contrary is received from the Mortgagor, who shall have no right
or claim against any such tenant or successor in interest for any such Rents so
paid to Mortgagee.  Each tenant or any of
such tenant’s successors in interest from whom Mortgagee or any officer, agent,
attorney or employee of Mortgagee shall have collected any Rents, shall be
authorized to pay Rents to Mortgagor only after such tenant or any of their
successors in interest shall have received written notice from Mortgagee that the
Event of Default is no longer continuing (such notice to be given by the
Mortgagee promptly after the Event of Default is no longer continuing), unless
and until a further notice of an Event of Default is given by Mortgagee to such
tenant or any of its successors in interest.


 


(f)  Mortgagee
will not become a mortgagee in possession so long as it does not enter or take
actual possession of the Mortgaged Property. 
In addition, Mortgagee, except where Mortgagee or Mortgagee’s agents
have acted in bad faith, have been grossly negligent or have committed wilful
misconduct in relation to any of the following, shall not be responsible or
liable for performing any of the obligations of the landlord under any Lease,
for any waste by any 


 


9

















 


tenant,
or others, for any dangerous or defective conditions of any of the Mortgaged
Property, for negligence in the management, upkeep, repair or control of any of
the Mortgaged Property or any other act or omission by any other person.


 


(g)  Mortgagor
shall furnish to Mortgagee, within 30 days after a request by Mortgagee to do
so, a written statement containing the names of all tenants, subtenants and
concessionaires of the Land, the Premises or Improvements, the terms of any
Lease, the space occupied and the rentals or license fees payable thereunder.


 


20.9.        Restrictions on Transfers and
Encumbrances.  Except as permitted by the Credit Agreement
(including, without limitation, pursuant to Sections 10.2, 10.3 and 10.4
thereof), Mortgagor shall not directly or indirectly sell, convey, alienate,
assign, lease, sublease, license, mortgage, pledge, encumber or otherwise
transfer, create, consent to or suffer the creation of any lien, charges or any
form of encumbrance upon any interest in or any part of the Mortgaged Property,
or be divested of its title to the Mortgaged Property or any interest therein
in any manner or way, whether voluntarily or involuntarily (other than
resulting from a condemnation), or engage in any common, cooperative, joint,
time-sharing or other congregate ownership of all or part thereof, provided,
that Mortgagor may in the ordinary course of business within reasonable
commercial standards, enter into easement or covenant agreements that relate to
and/or benefit the operation of the Mortgaged Property and that do not
materially or adversely affect the use and operation of the same.


 


20.10.      Security Agreement.  This Mortgage is both a mortgage
of real property and a grant of a security interest in personal property, and
shall constitute and serve as a “Security
Agreement” within the meaning of the uniform commercial code as
adopted in the state wherein the Premises are located (“UCC”). 
Mortgagor has hereby granted unto Mortgagee a security interest in and
to all the Mortgaged Property described in this Mortgage that is not real
property.  Mortgagor hereby appoints
Mortgagee as its true and lawful attorney-in-fact and agent, for Mortgagor and
in its name, place and stead, in any and all capacities, to execute any
document and to file the same in the appropriate offices (to the extent it may
lawfully do so), and to perform each and every act and thing reasonably
requisite and necessary to be done to perfect the security interest
contemplated by the preceding sentence. 
Mortgagee shall have all rights with respect to the part of the
Mortgaged Property that is the subject of a security interest afforded by the
UCC in addition to, but not in limitation of, the other rights afforded
Mortgagee hereunder and under the Security Agreement.


 


20.11.      Filing and Recording.  Mortgagor will cause this
Mortgage, any other security instrument creating a mortgage or security
interest in or evidencing the lien hereof upon the Mortgaged Property and each
instrument of further assurance to be filed, registered or recorded in such
manner and in such places as may be required by any present or future law in
order to publish notice of and fully to protect the lien hereof upon, and the
mortgage and security interest of Mortgagee in, the Mortgaged Property.  Mortgagor will pay all filing, registration
and recording fees, all Federal, state, county and municipal recording,
documentary or intangible taxes and other taxes, duties, imposts, assessments
and charges, and all reasonable expenses incidental to or arising out of or in
connection with the execution, delivery and recording of this Mortgage, any
mortgage supplemental hereto, any security instrument with respect to the
Personal Property or any instrument of further assurance.


 


10

















 


20.12.      Further Assurances.  Upon demand by Mortgagee,
Mortgagor will, at the cost of Mortgagor and without expense to Mortgagee, do,
execute, acknowledge and deliver all such further acts, deeds, conveyances,
mortgages, assignments, notices of assignment, transfers and assurances as
Mortgagee shall from time to time reasonably require for the better assuring,
conveying, assigning, transferring and confirming unto Mortgagee the property
and rights hereby conveyed or assigned or intended now or hereafter so to be,
or which Mortgagor may be or may hereafter become bound to convey or assign to
Mortgagee, or for carrying out the intention or facilitating the performance of
the terms of this Mortgage, or for filing, registering or recording this
Mortgage, and on demand, Mortgagor will also execute and deliver and hereby
appoints Mortgagee as its true and lawful attorney-in-fact and agent, for
Mortgagor and in its name, place and stead, in any and all capacities, to
execute and file to the extent it may lawfully do so, one or more financing
statements, chattel mortgages or comparable security instruments reasonably
requested by Mortgagee to evidence more effectively the lien hereof upon the
Personal Property and to perform each and every act and thing requisite and
necessary to be done to accomplish the same.


 


20.13.      Additions to Mortgaged Property.  All right, title and interest of
Mortgagor in and to all extensions, improvements, betterments, renewals,
substitutes and replacements of, and all additions and appurtenances to, the
Mortgaged Property hereafter acquired by or released to Mortgagor or
constructed, assembled or placed by Mortgagor upon the Premises or the
Improvements, and all conversions of the security constituted thereby,
immediately upon such acquisition, release, construction, assembling, placement
or conversion, as the case may be, and in each such case without any further
mortgage, conveyance, assignment or other act by Mortgagor, shall become
subject to the lien and mortgage and security interest of this Mortgage as
fully and completely and with the same effect as though now owned by Mortgagor
and specifically described in the grant of the Mortgaged Property above, but at
any and all times Mortgagor will execute and deliver to Mortgagee any and all
such further assurances, mortgages, conveyances or assignments thereof as
Mortgagee may reasonably require for the purpose of expressly and specifically
subjecting the same to the lien and mortgage and security interest of this
Mortgage.


 


20.14.      No Claims Against Mortgagee.  Nothing contained in this
Mortgage shall constitute any consent or request by Mortgagee, express or
implied, for the performance of any labor or services or the furnishing of any
materials or other property in respect of the Mortgaged Property or any part
thereof, nor as giving Mortgagor any right, power or authority to contract for
or permit the performance of any labor or services or the furnishing of any
materials or other property in such fashion as would permit the making of any
claim against Mortgagee in respect thereof.


 


20.15.      Fixture Filing.  Certain portions of the Mortgaged Property
are or will become “fixtures” (as
that term is defined in the UCC) on the Land, and this Mortgage, upon being
filed for record in the real estate records of the city or town wherein such
fixtures are situated, shall operate also as a financing statement filed as a
fixture filing in accordance with the applicable provisions of said UCC upon
such portions of the Mortgaged Property that are or become fixtures.


 


11

















 


SECTION 21.


 


Defaults and Remedies


 


21.1.        Events of Default.  Any Event of Default under the
Credit Agreement (as such term is defined therein) shall constitute an Event of
Default under this Mortgage.


 


21.2.        Demand for Payment.  If an Event of Default shall
occur and be continuing, then, upon written demand of Mortgagee, Mortgagor will
pay to Mortgagee all amounts due hereunder and under the Guarantee or, if the
Mortgagor is the US Borrower, under the Credit Agreement, as applicable, and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including attorneys’ fees, disbursements and expenses incurred by
Mortgagee, and Mortgagee shall be entitled and empowered to institute an action
or proceedings at law or in equity for the collection of the sums so due and
unpaid, to prosecute any such action or proceedings to judgment or final
decree, to enforce any such judgment or final decree against Mortgagor and to
collect, in any manner provided by law, all moneys adjudged or decreed to be
payable.


 


21.3.        Rights To Take Possession, Operate and
Apply Revenues(a)  .  (a) If an Event of Default shall occur and be
continuing, Mortgagor shall, upon demand of Mortgagee, forthwith surrender to
Mortgagee actual possession of the Mortgaged Property and, if and to the extent
not prohibited by applicable law, Mortgagee itself, or by such officers or
agents as it may appoint, may then enter and take possession of all the
Mortgaged Property without the appointment of a receiver or an application
therefor, exclude Mortgagor and its agents and employees wholly therefrom, and
have access to the books, papers and accounts of Mortgagor.


 


(b)  If
Mortgagor shall for any reason fail to surrender or deliver the Mortgaged
Property or any part thereof after such demand by Mortgagee, Mortgagee may, to
the extent not prohibited by applicable law, obtain a judgment or decree
conferring upon Mortgagee the right to immediate possession or requiring
Mortgagor to deliver immediate possession of the Mortgaged Property to
Mortgagee, to the entry of which judgment or decree Mortgagor hereby
specifically consents.  Mortgagor will pay
to Mortgagee, upon demand, all reasonable expenses of obtaining such judgment
or decree, including reasonable compensation to Mortgagee’s attorneys and
agents with interest thereon at the Default Interest Rate; and all such
expenses and compensation shall, until paid, be secured by this Mortgage.


 


(c)  Upon
every such entry or taking of possession, Mortgagee may, to the extent not
prohibited by applicable law, hold, store, use, operate, manage and control the
Mortgaged Property, conduct the business thereof and, from time to time,
(i) make all necessary and proper maintenance, repairs, renewals,
replacements, additions, betterments and improvements thereto and thereon,
(ii) purchase or otherwise acquire additional fixtures, personalty and
other property, (iii) insure or keep the Mortgaged Property insured,
(iv) manage and operate the Mortgaged Property and exercise all the rights
and powers of Mortgagor to the same extent as Mortgagor could in its own name
or otherwise with respect to the same, or (v) enter into any and all
agreements with respect to the exercise by others of any of the powers herein
granted Mortgagee, all as may from time to time be directed or determined by
Mortgagee to be in its best interest and Mortgagor hereby appoints Mortgagee as
its true and lawful attorney-in-fact and agent, for 


 


12

















 


Mortgagor
and in its name, place and stead, in any and all capacities, to perform any of
the foregoing acts.  Mortgagee may
collect and receive all the Rents, issues, profits and revenues from the
Mortgaged Property, including those past due as well as those accruing
thereafter, and, after deducting (i) all expenses of taking, holding,
managing and operating the Mortgaged Property (including compensation for the
services of all persons employed for such purposes), (ii) the costs of all
such maintenance, repairs, renewals, replacements, additions, betterments,
improvements, purchases and acquisitions, (iii) the costs of insurance,
(iv) such taxes, assessments and other similar charges as Mortgagee may at
its option pay, (v) other proper charges upon the Mortgaged Property or
any part thereof and (vi) the compensation, expenses and disbursements of
the attorneys and agents of Mortgagee, Mortgagee shall apply the remainder of
the moneys and proceeds so received first to the payment of the Mortgagee for
the satisfaction of the Obligations in accordance with Section 2.08, and
second, if there is any surplus, to Mortgagor, subject to the entitlement of
others thereto under applicable law.


 


(d)  Whenever,
before any sale of the Mortgaged Property under Section 2.06, all Obligations
that are then due shall have been paid and all Events of Default fully cured,
Mortgagee will surrender possession of the Mortgaged Property back to
Mortgagor, its successors or assigns. 
The same right of taking possession shall, however, arise again if any
subsequent Event of Default shall occur and be continuing.


 


21.4.        Right To Cure Mortgagor’s Failure to
Perform. 
Should Mortgagor fail in the payment, performance or observance of any
term, covenant or condition required by this Mortgage or the Security Agreement
(with respect to the Mortgaged Property), Mortgagee may pay, perform or observe
the same.  Pursuant to the exercise of
its rights under this Section 2.04, Mortgagee is hereby empowered to enter and
to authorize others to enter upon the Premises or the Improvements or any part
thereof for the purpose of performing or observing any such defaulted term,
covenant or condition without having any obligation to so perform or observe
and without thereby becoming liable to Mortgagor, to any person in possession
holding under Mortgagor or to any other person. 
The expenses of the Administrative Agent incurred in connection with
actions undertaken as provided in this Section, together with interest thereon
at a rate per annum equal to the highest rate per annum at which interest would
then be payable on any category of past due ABR Loans under the Credit
Agreement, from the date of payment by the Administrative Agent to the date reimbursed
by the Mortgagor, shall be payable by such Mortgagor to the Administrative
Agent on demand.


 


21.5.        Right to a Receiver.  If an Event of Default shall
occur and be continuing, Mortgagee, upon application to a court of competent
jurisdiction, shall be entitled as a matter of right to the appointment of a
receiver to take possession of and to operate the Mortgaged Property and to
collect and apply the Rents.  The
receiver shall have all of the rights and powers permitted under the laws of
the state wherein the Mortgaged Property is located.  Mortgagor shall pay to Mortgagee upon demand
all reasonable expenses, including receiver’s fees, reasonable attorney’s fees
and disbursements, costs and agent’s compensation incurred pursuant to the
provisions of this Section 2.05; and all such expenses shall be secured by this
Mortgage and shall be, without demand, immediately repaid by Mortgagor to
Mortgagee with interest thereon at the Default Interest Rate.


 


21.6.        Foreclosure and Sale(a)  .  (a)
If an Event of Default shall occur and be 


 


13

















 


continuing, Mortgagee shall have the STATUTORY POWER
OF SALE.


 


(b)  The
Mortgaged Property may be sold subject to unpaid taxes, leases and Permitted
Encumbrances, and, after deducting all costs, fees and expenses of Mortgagee
(including costs of evidence of title in connection with the sale), Mortgagee
or an officer that makes any sale shall apply the proceeds of sale in the
manner set forth in Section 2.08.


 


(c)  Any
foreclosure or other sale of less than the whole of the Mortgaged Property or
any defective or irregular sale made hereunder shall not exhaust the power of
foreclosure or of sale provided for herein; and subsequent sales may be made
hereunder until the Obligations have been satisfied, or the entirety of the
Mortgaged Property has been sold.


 


(d)  If an
Event of Default shall occur and be continuing, Mortgagee may instead of, or in
addition to, exercising the rights described in Section 2.06(a) above and
either with or without entry or taking possession as herein permitted, proceed
by a suit or suits in law or in equity or by any other appropriate proceeding
or remedy (i) to specifically enforce payment of some or all of the
Obligations, or the performance of any term, covenant, condition or agreement
of this Mortgage or any other Credit Document or any other right, or
(ii) to pursue any other remedy available to Mortgagee, all as Mortgagee
shall determine most effectual for such purposes, subject to any applicable
terms of the Guarantee, the Credit Agreement and the other Credit Documents.


 


21.7.        Other Remedies(a)  .  (a)
In case an Event of Default shall occur and be continuing, Mortgagee may also
exercise, to the extent not prohibited by law, any or all of the remedies
available to a secured party under the UCC.


 


(b)  In
connection with a sale of the Mortgaged Property or any Personal Property and
the application of the proceeds of sale as provided in Section 2.08, Mortgagee
shall be entitled to enforce payment of and to receive up to the principal
amount of the Obligations, plus all other charges, payments and costs due under
this Mortgage.


 


(c)  Subject
to the provisions of the Credit Agreement, to the extent permitted by law, if
after foreclosure of this Mortgage or Mortgagee’s sale hereunder, there shall
remain any deficiency with respect to any amounts payable under the Credit
Documents, including hereunder, or any amounts secured hereby, Mortgagee shall
be entitled to recover a deficiency judgment for any portion of the aggregate
principal amount of the Obligations remaining unpaid, with interest.  If Mortgagee shall institute any proceedings
to recover such deficiency or deficiencies, all such amounts shall continue to
bear interest at the Default Rate. 
Subject to the provisions of the Credit Agreement, to the extent
permitted by law, Mortgagor waives any defense to Mortgagee’s recovery against
Mortgagor of any deficiency after any foreclosure sale of the Mortgaged
Property.  Subject to the provisions of
the Credit Agreement, to the extent permitted by law, Mortgagor expressly
waives any defense or benefits that may be derived from any statute granting
Mortgagor any defense to any such recovery by Mortgagee. Subject to the
provisions of the Credit Agreement, in addition, Mortgagee shall be entitled to
recovery of all of their reasonable costs and expenditures (including any court
imposed costs) in connection with such proceedings, including their reasonable
attorneys’ fees, appraisal fees and any other costs, 


 


14

















 


fees
and expenditures.  This provision shall
survive any foreclosure or sale of the Mortgaged Property, any portion thereof
and/or the extinguishment of the lien hereof.


 


21.8.        Application of Sale Proceeds and Rents.  After any foreclosure sale of
all or any of the Mortgaged Property, Mortgagee shall receive and at any time
thereafter apply the proceeds of the sale together with any Rents that may have
been collected and any other sums that then may be held by Mortgagee under this
Mortgage as follows:


 


FIRST, to the payment of all reasonable and
documented costs and expenses incurred by the Administrative Agent in
connection with such collection or sale or otherwise in connection with this
Mortgage, the other Credit Documents or any of the Obligations, including all
court costs and the reasonable fees and expenses of its agents and legal
counsel, the repayment of all advances made by the Administrative Agent
hereunder or under any other Credit Document on behalf of any Mortgagor and any
other reasonable and documented costs or expenses incurred in connection with
the exercise of any right or remedy hereunder or under any other Credit
Document;


 


SECOND, to the Secured Parties, an amount equal to
all Obligations owing to them on the date of any distribution, and, if such
moneys shall be insufficient to pay such amounts in full, then ratably (without
priority of any one over any other) to such Secured Parties in proportion to
the unpaid amounts thereof; and


 


THIRD, any surplus then remaining shall be paid to
Mortgagor or its successor or assign or to whomsoever may be lawfully entitled
to receive the same or as a court of competent jurisdiction may direct.


 


Borrower
shall remain liable for any deficiency in the proceeds.  Upon any sale of the Mortgaged Property by
the Mortgagee (including pursuant to a power of sale granted by statute or
under a judicial proceeding), the receipt of the Mortgagee or of the officer
making the sale shall be a sufficient discharge to the purchaser or purchasers
of the Mortgaged Property so sold and such purchaser or purchasers shall not be
obligated to see to the application of any part of the purchase money paid over
to the Mortgagee or such officer or be answerable in any way for the misapplication
thereof.


 


21.9.        Mortgagor as Tenant Holding Over.  Mortgagor agrees for itself and
all Persons claiming by, through or under it, that, to the extent allowed by
applicable law, subsequent to foreclosure hereunder in accordance with this
Mortgage and applicable law, if Mortgagor shall hold possession of the
Mortgaged Property or any part thereof, Mortgagor or the Persons so holding
possession shall be guilty of trespass and shall be deemed a tenant holding
over and any such tenant failing or refusing to surrender possession upon
demand shall be guilty of forcible detainer and shall be liable to such
purchasers for reasonable rental on said premises, and shall be summarily
dispossessed or evicted according to provisions of law applicable to tenants holding
over.


 


21.10.      Waiver of Appraisement, Valuation, Stay,
Extension and Redemption Laws.  Mortgagor waives, to the extent not
prohibited by law, (i) the benefit of all laws now existing or that
hereafter may be enacted (x) providing for any appraisement or valuation
of any 


 


15

















 


portion of the Mortgaged
Property and/or (y) in any way extending the time for the enforcement or
the collection of amounts due under any of the Obligations or creating or
extending a period of redemption from any sale made in collecting said debt or
any other amounts due Mortgagee, (ii) any right to at any time insist
upon, plead, claim or take the benefit or advantage of any law now or hereafter
in force providing for any homestead exemption, stay, statute of limitations,
extension or redemption, or sale of the Mortgaged Property as separate tracts,
units or estates or as a single parcel in the event of foreclosure or notice of
deficiency, and (iii) all rights of redemption, valuation, appraisement,
stay of execution, notice of election to mature or declare due the whole of or
each of the Obligations and marshaling in the event of foreclosure of this
Mortgage.


 


21.11.      Discontinuance of Proceedings.  In case Mortgagee shall proceed
to enforce any right, power or remedy under this Mortgage by foreclosure, entry
or otherwise, and such proceedings shall be discontinued or abandoned for any
reason, or shall be determined adversely to Mortgagee, then and in every such
case Mortgagor and Mortgagee shall be restored to their former positions and
rights hereunder, and all rights, powers and remedies of Mortgagee shall
continue as if no such proceeding had been taken.


 


21.12.      Suits To Protect the Mortgaged Property.  Mortgagee shall have power (a)
upon the occurrence and during the continuance of an Event of Default, to
institute and maintain suits and proceedings to prevent any impairment of the
Mortgaged Property by any acts that may be unlawful or in violation of this
Mortgage, (b) to preserve or protect its interest in the Mortgaged
Property and in the Rents arising therefrom and (c) to restrain the
enforcement of or compliance with any legislation or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of or compliance with such enactment, rule or order would
impair the security or be prejudicial to the interest of Mortgagee hereunder.


 


21.13.      Filing Proofs of Claim.  In case of any receivership,
insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or
other proceedings affecting Mortgagor, Mortgagee shall, to the extent permitted
by law, be entitled to file such proofs of claim and other documents as may be
necessary or advisable in order to have the claims of Mortgagee allowed in such
proceedings for the Obligations secured by this Mortgage at the date of the
institution of such proceedings and for any interest accrued, late charges and
additional interest or other amounts due or that may become due and payable hereunder
after such date.


 


21.14.      Possession by Mortgagee.  After the occurrence and during
the continuance of an Event of Default, notwithstanding the appointment of any
receiver, liquidator or trustee of Mortgagor, any of its property or the
Mortgaged Property, Mortgagee shall be entitled, to the extent not prohibited
by law, to remain in possession and control of all parts of the Mortgaged
Property now or hereafter granted under this Mortgage to Mortgagee in
accordance with the terms hereof and applicable law.


 


21.15.      Waiver.  (a) No delay or failure by Mortgagee to
exercise any right, power or remedy accruing upon any breach or Event of
Default shall exhaust or impair any such right, power or remedy or be construed
to be a waiver of any such breach or Event of Default or acquiescence therein;
and every right, power and remedy given by this Mortgage to Mortgagee may be
exercised from time to time and as often as may be deemed expedient by
Mortgagee.  No


 


16
















 


consent or waiver by Mortgagee to or of any breach
or Event of Default by Mortgagor in the performance of the Obligations shall be
deemed or construed to be a consent or waiver to or of any other breach or
Event of Default in the performance of the same or of any other Obligations by
Mortgagor hereunder.  No failure on the
part of Mortgagee to complain of any act or failure to act or to declare an
Event of Default, irrespective of how long such failure continues, shall
constitute a waiver by Mortgagee of its rights hereunder or impair any rights,
powers or remedies consequent on any future Event of Default by Mortgagor.


 


(b)  Even if
Mortgagee (i) grants some forbearance or an extension of time for the
payment of any sums secured hereby, (ii) takes other or additional
security for the payment of any sums secured hereby, (iii) waives or does
not exercise some right granted herein or under the Credit Documents,
(iv) releases a part of the Mortgaged Property from this Mortgage,
(v) agrees to change some of the terms, covenants, conditions or
agreements of any of the Credit Documents, (vi) consents to the filing of
a map, plat or replat affecting the Premises, (vii) consents to the
granting of an easement or other right affecting the Premises or (viii) makes
or consents to an agreement subordinating Mortgagee’s lien on the Mortgaged
Property hereunder; no such act or omission shall preclude Mortgagee from
exercising any other right, power or privilege herein granted or intended to be
granted in the event of any breach or Event of Default then made or of any
subsequent default; nor, except as otherwise expressly provided in an
instrument executed by Mortgagee, shall this Mortgage be altered thereby.  In the event of the sale or transfer by
operation of law or otherwise of all or part of the Mortgaged Property,
Mortgagee is hereby authorized and empowered to deal with any vendee or
transferee with reference to the Mortgaged Property secured hereby, or with
reference to any of the terms, covenants, conditions or agreements hereof, as
fully and to the same extent as it might deal with the original parties hereto
and without in any way releasing or discharging any liabilities, obligations or
undertakings.


 


21.16.      Remedies Cumulative.  No right, power or remedy
conferred upon or reserved to Mortgagee by this Mortgage is intended to be
exclusive of any other right, power or remedy, and each and every such right,
power and remedy shall be cumulative and concurrent and in addition to any
other right, power and remedy given hereunder or now or hereafter existing at
law or in equity or by statute.


 


SECTION 22.


 


Miscellaneous


 


22.1.        Partial Invalidity.  In the event any one or more of
the provisions contained in this Mortgage shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such validity, illegality or
unenforceability shall, at the option of Mortgagee, not affect any other
provision of this Mortgage, and this Mortgage shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein or
therein.


 


22.2.        Application of Payments.  In the event that any part of
the Obligations cannot lawfully be secured hereby, or in the event that the
mortgage and security interest hereof cannot be lawfully enforced to pay any part
of the Obligations, or in the event that the mortgage or security interest
created by this Mortgage shall be invalid or unenforceable as to any part of 


 


17

















 


the
Obligations, then all payments on the Obligations shall be deemed to have been
first applied to the complete payment and liquidation of that part of the
Obligations which is not secured by this Mortgage and the unsecured portion of
the Obligations shall be completely paid and liquidated prior to the payment
and liquidation of the remaining secured portion of the Obligations.


 


22.3.        Amendments; Etc.  This Mortgage may not be
amended, modified or supplemented, except in a writing signed by each of the
parties hereto and otherwise in accordance with the provisions of the Credit
Agreement.


 


22.4.        Renewal; Etc.  Mortgagee may at any time and from time to
time renew or extend this Mortgage, or alter or modify the same in any way, or
waive any of the terms, covenants or conditions hereof in whole or in part and
may release any portion of the Mortgaged Property or any other security, and
grant such extensions and indulgences in relation to the Obligations as
Mortgagee may determine, without the consent of any junior lienor or
encumbrancer and without any obligation to give notice of any kind thereto and
without in any manner affecting the priority of the mortgage and security
interest hereof on any part of the Mortgaged Property; provided that
nothing in this Section 3.04 shall grant Mortgagee the right to alter or
modify the Mortgage without the written consent of the Mortgagor.


 


22.5.        Future Advances.  This Mortgage is executed and
delivered to secure, among other things, Mortgagor’s guaranty of future
advances under the Credit Agreement.  It
is understood and agreed that this Mortgage secures Mortgagor’s guaranty of
present and future advances made pursuant to the Credit Agreement and that the
lien of such future advances shall relate to the date of this Mortgage.


 


22.6.        Compliance With Usury Law.  The Credit Documents are
intended to be performed in accordance with, and only to the extent permitted
by, all applicable governmental rules and legal requirements.  It is expressly stipulated and agreed to be
the intent of Mortgagor and Mortgagee at all times to comply with the
applicable [STATE] law governing the maximum rate or amount of interest payable
on or in connection with the Obligations (or applicable United States federal
law to the extent that it permits Mortgagee to contract for, charge, take, reserve
or receive a greater amount of interest than under [STATE] law).  If the applicable law is ever judicially
interpreted so as to render usurious any amount called for under the Credit
Documents, or contracted for, charged, taken, reserved or received with respect
to the extension of credit evidenced by the Credit Documents or if acceleration
of the maturity of the Obligations or if any prepayment by Mortgagor results in
Mortgagor having paid any interest in excess of that permitted by law, then it
is Mortgagor’s and Mortgagee’s express intent that all excess amounts
theretofore collected by Mortgagee be credited on the principal balance due
under the Credit Documents (or, if the Credit Documents have been or would
thereby be paid in full, refunded to Mortgagor), and the provisions of the
Credit Documents immediately be deemed reformed and the amounts thereafter
collectible thereunder reduced, without the necessity of the execution of any
new document, so as to comply with the applicable law, but so as to permit the
recovery of the fullest amount otherwise called for hereunder and
thereunder.  The right to accelerate
maturity of Obligations does not include the right to accelerate any interest
that has not otherwise accrued on the date of such acceleration, and Mortgagee
does not intend to collect any unearned interest in the event of
acceleration.  All sums paid or agreed to
be paid to Mortgagee for the use, 


 


18

















 


forbearance
or detention of the Obligations shall, to the extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the full term of
the Obligations until payment in full so that the rate or amount of interest on
account of the Obligations does not exceed the applicable usury ceiling.


 


22.7.        Notices.  All notices (including any notice to the
Mortgagee pursuant to Sections 34-25-10(b) and 34-25-11 of the [STATE] General
Laws, as amended), requests and demands to or upon the respective parties
hereto to be effective shall be in writing (including by facsimile
transmission), and, unless otherwise expressly provided herein, shall be deemed
to have been duly given or made when delivered, or three days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice,
when received, addressed to the Mortgagor and/or the Mortgagee at the addresses
set forth on the first page of this Mortgage.


 


22.8.        Successors and Assigns.  All of the grants, covenants,
terms, provisions and conditions herein shall run with the Premises and the
Improvements and shall apply to, bind and inure to, the benefit of the
permitted successors and assigns of Mortgagor and the successors and assigns of
Mortgagee.


 


22.9.        Satisfaction and Cancellation(a)  .  (a)
The conveyance to Mortgagee of the Mortgaged Property as security created and
consummated by this Mortgage shall be null and void when all the Obligations
under the Credit Documents have been indefeasibly paid in full in accordance
with the terms of the Credit Documents and the Lenders have no further
commitment to make Loans under the Credit Agreement, no Letters of Credit are
outstanding and the Letter of Credit Issuer has no further obligation to issue
Letters of Credit under the Credit Agreement.


 


(b)  Upon a
sale, conveyance, lease, assignment, transfer, pledge or financing permitted
pursuant to the provisions of Sections 10.3 or 10.4 of the Credit Agreement,
including, without limitation, a sale by Mortgagor of all or any portion of the
Mortgaged Property that is permitted by the Credit Agreement and the
application of the net proceeds of such sale or financing in accordance with
the Credit Agreement, the lien of this Mortgage shall be released from the
applicable portion of the Mortgaged Property.


 


(c)  Mortgagor
shall automatically be released from its obligations hereunder and the Lien on
the Mortgaged Property shall be automatically released upon the consummation of
any transaction permitted by the Credit Agreement as a result of which such
Mortgagor ceases to be a Domestic Subsidiary of the US Borrower.


 


(d)  In
connection with any termination or release pursuant to paragraph (a) or (b) or
(c), the Mortgage shall be marked “SATISFIED”
by the Mortgagee, this Mortgage shall be canceled of record at the request and
at the expense of the Mortgagor, and the lien of this Mortgage shall be
released from the applicable portion of the Mortgaged Property.  Mortgagee shall execute any documents
reasonably requested by Mortgagor to accomplish the foregoing or to accomplish
any release contemplated by this Section 3.09 and Mortgagor will pay all costs
and expenses, including reasonable attorneys’ fees, disbursements and other
charges, incurred by Mortgagee in connection with the preparation and execution
of such documents.


 


19

















 


(e)  In
connection with any termination or release pursuant to paragraph (a), (b) or
(c), the Administrative Agent shall execute and deliver to Mortgagor, at
Mortgagor’s expense, all documents that Mortgagor shall reasonably request to
evidence such termination or release. 
Any execution and delivery of documents pursuant to this subsection 3.09
shall be without recourse to or warranty by the Administrative Agent.


 


22.10.      Definitions.  As used in this Mortgage, the singular shall
include the plural as the context requires and the following words and phrases
shall have the following meanings: (a) “including”
shall mean “including but not limited to”;
(b) “provisions” shall mean “provisions, terms, covenants and/or conditions”;
(c) “lien” shall mean “lien, charge, encumbrance, security interest,
mortgage or deed of trust, as the case may be”; (d) “obligation” shall mean “obligation, duty, covenant and/or condition”;
and (e) “any of the Mortgaged Property”
shall mean “the Mortgaged Property or any
part thereof or interest therein”. 
Any act that Mortgagee is permitted to perform hereunder may be
performed at any time and from time to time by Mortgagee or any person or
entity designated by Mortgagee.  Any act
that is prohibited to Mortgagor hereunder is also prohibited to all lessees of
any of the Mortgaged Property.  Each
appointment of Mortgagee as attorney-in-fact for Mortgagor under the Mortgage
is irrevocable, with power of substitution and coupled with an interest.  Subject to the applicable provisions hereof,
Mortgagee has the right to refuse to grant its consent, approval or acceptance
or to indicate its satisfaction, in its sole discretion, whenever such consent,
approval, acceptance or satisfaction is required hereunder.


 


22.11.      Headings Descriptive.  Article and Section headings
have been inserted in this Mortgage as a matter of convenience for reference
only and it is agreed that such article and section headings are not a part of
this Agreement and shall not be used in the interpretation of any provision of
this Mortgage.


 


22.12.      Entire Agreement.  This Mortgage, together with any
other agreement executed in connection herewith, is intended by the parties as
a final expression of their agreement and is intended as a complete and
exclusive statement of the terms and conditions thereof.


 


22.13.      Counterparts.  This Mortgage and any amendments, waivers,
consents or supplements hereto or in connection herewith may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate counterparts
and attached to a single counterpart so that all signature pages are physically
attached to the same document.


 


22.14.      Governing Law.  THIS MORTGAGE SHALL BE GOVERNED BY THE
INTERNAL LAWS (AND NOT THE LAWS RELATING TO CONFLICT OF LAWS) OF THE STATE OF
NEW YORK, EXCEPT AS SUPERSEDED BY FEDERAL LAW; PROVIDED, HOWEVER, THAT THE
CREATION, PERFECTION, PRIORITY OR ENFORCEMENT OF LIENS ON THE MORTGAGED
PROPERTY (OTHER THAN ANY UCC COLLATERAL) SHALL BE GOVERNED BY THE LAWS OF THE
STATE IN WHICH THE LAND IS LOCATED AND PROVIDED FURTHER THAT FOR ANY UCC 


 


20

















 


COLLATERAL THE
PERFECTION, EFFECT OF PERFECTION OR NON-PERFECTION AND PRIORITY OF THE SECURITY
INTEREST SHALL BE SUBJECT TO ANY MANDATORY CHOICE OF LAW RULES IN THE UCC.


 


22.15.      Waiver of Jury Trial.  MORTGAGOR AND MORTGAGEE HEREBY
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS MORTGAGE OR ANY OTHER CREDIT DOCUMENT, OR
ANY COURSE OR CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN), OR ACTIONS OF MORTGAGOR OR MORTGAGEE. 
THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO
THIS MORTGAGE.


 


22.16.      Multisite Real Estate Transaction.  Mortgagor acknowledges that this
Mortgage is one of a number of Other Mortgages and Credit Documents that secure
the Obligations.  Mortgagor agrees that
this Mortgage shall be absolute and unconditional and shall not in any manner
be affected or impaired by any acts or omissions whatsoever of Mortgagee
(except Mortgagee and Mortgagee’s agents’ willful misconduct, bad faith and
gross negligence), and without limiting the generality of the foregoing, it
shall not be impaired by any acceptance by the Mortgagee of any security for or
guarantees of any of the Obligations hereby secured, or by any failure, neglect
or omission on the part of Mortgagee to realize upon or protect any Obligation
or indebtedness hereby secured or any collateral security therefor including
the Other Mortgages and other Credit Documents. 
This mortgage shall not in any manner be impaired or affected by any
release (except as to the property released), sale, pledge, surrender,
compromise, settlement, renewal, extension, indulgence, alteration, changing,
modification or disposition of any of the Obligations secured or of any of the
collateral security therefor, including the Other Mortgages and other Credit
Documents or of any guarantee thereof, and Mortgagee may at its discretion
foreclose, exercise any power of sale, or exercise any other remedy available
to it under any or all of the Other Mortgages and other Credit Documents
without first exercising or enforcing any of its rights and remedies
hereunder.  Such exercise of Mortgagee’s
rights and remedies under any or all of the Other Mortgages and other Credit
Documents shall not in any manner impair the indebtedness hereby secured and
any exercise of the rights or remedies of Mortgagee hereunder shall not impair
the lien of any of the Other Mortgages and other Credit Documents or any of
Mortgagee’s rights and remedies thereunder. 
Mortgagor specifically consents and agrees that Mortgagee may exercise
its rights and remedies hereunder and under the Other Mortgages and other
Credit Documents separately or concurrently and in any order that it may deem
appropriate and waives any rights of subrogation.


 


SECTION 23.


 


Particular Provisions


 


This Mortgage is subject to the following provisions
relating to the particular laws of the state wherein the Premises are located:


 


23.1.        Applicable Law; Certain Particular
Provisions. 
Mortgagor and Mortgagee agree to submit to jurisdiction and the laying
of venue for any suit on this Mortgage in such state.


 


21

















 


IN WITNESS WHEREOF, this Mortgage has been duly
executed and delivered to Mortgagee by Mortgagor on the date first written
above.


 


	
   

  	
  [NAME OF MORTGAGOR], a
                    
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


22

















 


Appendix A 

to Mortgage


 


DESCRIPTION OF THE LAND


 
















 


EXHIBIT G


 


FORM OF
PERFECTION CERTIFICATE


 


PERFECTION CERTIFICATE


 


Reference is made to (a) the Credit Agreement
dated as of July 30, 2004 (as amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Rockwood Specialties Group, Inc.
(the “US Borrower”), Rockwood Specialties Limited (the “UK Borrower”),
Rockwood Specialties International, Inc. (“Holdings”) , the
lending institutions from time to time parties thereto, Credit Suisse First
Boston, acting through its Cayman Islands Branch, as Administrative Agent and
as Collateral Agent, UBS Securities LLC and Goldman Sachs Credit Partners L.P.,
as Co-Syndication Agents, and the other parties thereto, (b) the Security
Agreement dated as of July 30, 2004 (as amended, supplemented or otherwise
modified from time to time, the “Security Agreement”), among Holdings,
the US Borrower, the Subsidiary Grantors and the Administrative Agent and (c) the
Pledge Agreement dated as of July 30, 2004 (as amended, supplemented or
otherwise modified from time to time, the “Pledge Agreement”), among Holdings,
the US Borrower, the Subsidiary Pledgors and the Administrative Agent.
Capitalized terms used but not defined herein have the meanings assigned in the
Credit Agreement, the Security Agreement or the Pledge Agreement, as
applicable.


 


The undersigned, an Authorized Officer and the chief
legal officer of the US Borrower and an authorized officer of each Grantor,
hereby certify to the Administrative Agent and each other Secured Party as
follows:


 


1. Names.
(a) The exact legal name of each Grantor, as such name appears in its
respective certificate of incorporation or formation, is as follows:


 


(b) Set forth below is each other legal name
each Grantor has had in the past five years, together with the date of the
relevant change:


 


	
  Grantor’s Legal Name

  	
   

  	
  Former Name

  	
   

  	
  Date of Name

  Change

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


(c)           Except
as set forth in Schedule 1 hereto, no Grantor has changed its identity or
corporate structure in any way within the past five years. Changes in identity
or corporate structure would include mergers, consolidations and acquisitions,
as well as any change in the form, nature or jurisdiction of organization. If
any such change has occurred, include in Schedule 1 the 


 

















 


information required by Sections 1(a), 1(b), 1(d) and
2(c) of this certificate as to each acquiree or constituent party to a
merger or consolidation.


 


(d)           The
following is a list of all other names (including trade names or similar
appellations) used by each Grantor or any of its divisions or other business
units in connection with the conduct of its business or the ownership of its
properties at any time during the past five years:


 


 


 


	
  Grantor’s Legal Name

  	
   

  	
  Other Name(s)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


(e) Set forth below is the Organizational
Identification Number, if any, issued by the jurisdiction of organization or
formation of each Grantor that is a registered organization:


 


	
  Grantor

  	
   

  	
  Organizational Identification Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


(f) Set forth below is the Federal Taxpayer
Identification Number of each Grantor:


 


 


 


	
  Grantor

  	
   

  	
  Federal Taxpayer Identification Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


2. Current Locations. (a) The chief executive
office of each Grantor is located at the address set forth opposite its name
below:


 


	
  Grantor

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  State

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


(b) Set forth below opposite the name of each
Grantor are all locations where such Grantor maintains any books or records
relating to any Accounts and/or General Intangibles (with each location at
which chattel paper, if any, is kept being indicated by an “*”):


 


	
  Grantor

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  State

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


(c) The sole jurisdiction of organization or
formation of each Grantor that is a registered organization is set forth
opposite its name below:


 


	
  Grantor

  	
   

  	
  Jurisdiction of Organization or Formation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


(d) Set forth below opposite the name of each
Grantor are all the locations where such Grantor maintains any Inventory or
Equipment or other Collateral not identified above:


 


	
  Grantor

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  State’

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


1              Or country, if location is outside of the United States.


 


	
  Grantor

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  State’

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


(e) Set forth below opposite the name of each
Grantor are all the places of business of such Grantor not identified in
paragraph (a), (b), (c) or (d) above:


 


	
  Grantor

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  State

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Grantor

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  State

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


(f) Set forth below is a list of all real
property held by each Grantor, whether owned or leased, 


 


the name of the Grantor that owns or leases said
property and the fair market value apportioned to each site:


 


	
  Address

  	
   

  	
  Owned/Leased

  	
   

  	
  Entity

  	
   

  	
  Fair Market

  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  Address

  	
   

  	
  Owned/Leased

  	
   

  	
  Entity

  	
   

  	
  Fair Market

  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Address

  	
   

  	
  Owned/Leased

  	
   

  	
  Entity

  	
   

  	
  Fair Market

  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Address

  	
   

  	
  Owned/Leased

  	
   

  	
  Entity

  	
   

  	
  Fair Market

  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Address

  	
   

  	
  Owned/Leased

  	
   

  	
  Entity

  	
   

  	
  Fair Market

  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Address

  	
   

  	
  Owned/Leased

  	
   

  	
  Entity

  	
   

  	
  Fair Market

  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Copies of any policy or policies of title insurance
relating to the real property listed in this


 


Section 2(f) have been delivered to the
Administrative Agent.


 


(g) Set forth below opposite the name of each
Grantor are the names and addresses of all Persons other than such Grantor that
have possession of any of the Collateral of such Grantor (with each such Person
that holds such Collateral subject to a Lien (including, but not limited to,
warehousemen’s, mechanics’ and other statutory liens) indicated by an “*”):


 


	
  Grantor

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  State

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Grantor

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  State

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Grantor

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  State

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Grantor

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  State

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  Grantor

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  State

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3.        Unusual Transactions. All Accounts have been originated by
the Grantors and all Inventory has been acquired by the Grantors in the
ordinary course of business.


 


4.        File Search Reports. File search reports have been obtained
from each Uniform Commercial Code filing office identified with respect to such
Grantor in Section 2 hereof, and such search reports reflect no Liens
against any of the Collateral other than those permitted under the Credit
Documents or Liens which shall have been released on or prior to the Closing
Date in a manner in form and substance reasonably satisfactory to the
Administrative Agent.


 


5.        UCC Filings. Financing statements in substantially the form
of Schedule 5 hereto have been prepared for filing in the proper Uniform
Commercial Code filing office in the jurisdiction in which each Grantor is located
and, to the extent any of the collateral is comprised of fixtures, timber to be
cut or as extracted collateral from the wellhead or minehead, in the proper
local jurisdiction, in each case as set forth with respect to such Grantor in Section 6
hereof. All filing fees and taxes payable in connection with the filings
described in this Section 5 have been paid or will be paid promptly after
the Closing Date.


 


6.        Schedule of Personal Property Filings. Attached hereto as
Schedule 6 is a schedule setting forth, with respect to the personal property
filings described in Section 5 above (other than fixture filings), each
filing and the filing office in which such filing is to be made. The filing and
applicable county recorder’s office in which each fixture filing is to be made
is listed on Schedule 10 hereto.


 


7.        Stock Ownership. Attached hereto as Schedule 7 is a true and
correct list of all the stock, partnership interests, membership interests or
other equity interests owned or held by Holdings, the US Borrower and each
Subsidiary Pledgor and the record and beneficial owners of such stock,
partnership interests, membership interests or other equity interests,
including each equity investment of Holdings, the US Borrower and any
Subsidiary Pledgor that represents 50% or less of the equity of the entity in
which such investment was made. Schedule 7 indicates by footnote which entities
are not required to be pledged pursuant to the Pledge Agreement.


 

















 


8.        Debt Instruments. Attached hereto as Schedule 8 is a true and
correct list of all instruments, including any promissory notes and other
evidence of indebtedness held by Holdings, the US Borrower and each Subsidiary
Pledgor that are required to be pledged under the Pledge Agreement, including
all intercompany notes between Holdings and each Subsidiary of Holdings and
each Subsidiary of Holdings and each other such Subsidiary.


 


9.        Advances. Attached hereto as Schedule 9 is (a) a true
and correct list of all advances made by Holdings to any Subsidiary of Holdings
or made by any Subsidiary of Holdings to Holdings or to any other Subsidiary of
Holdings (other than those identified on Schedule 8), which advances will be on
and after the date hereof evidenced by one or more intercompany notes pledged
to the Administrative Agent under the Pledge Agreement and (b) a true and
correct list of all unpaid intercompany transfers of goods sold and delivered
by or to Holdings or any Subsidiary of Holdings.


 


10.      Mortgage Filings. Attached hereto as Schedule 10 is a schedule
setting forth, with respect to each property set forth in Section 2(f) hereof,
(a) the exact name of the Person that owns such property as such name
appears in its certificate of incorporation or other organizational document, (b) if
different from the name identified pursuant to clause (a), the exact name of
the current record owner of such property reflected in the records of the
filing office for such property identified pursuant to the following clause and
(c) the filing office in which a Mortgage and a fixture filing as
described in Section 3 above with respect to such property must be filed
or recorded in order for the Administrative Agent to obtain a perfected
security interest therein.


 


11.      Intellectual Property. Attached hereto as Schedule 11(A) in
proper form for filing with the United States Patent and Trademark Office is a
schedule setting forth all of each Grantor’s Patents (and all applications
therefor), Patent Licenses, Trademarks (and all applications therefor) and
Trademark Licenses, including the name of the registered owner and the
registration number of each Patent and Trademark owned by such Grantor and the
licensor and Patent or Trademark the subject of each such Patent License and
Trademark License. Attached hereto as Schedule 11(B) in proper form for
filing with the United States Copyright Office is a schedule setting forth all
of each Grantor’s Copyrights (and all applications therefor) and Copyright
Licenses, including the name of the registered owner and the registration
number of each Copyright owned by such Grantor and the licensor and Copyright
the subject of such Copyright License. Each of Schedule 11(A) and Schedule
11(B) contain all the requested information for Patents, Trademarks and
Copyrights arising under the laws of the United States, any other country or
any political subdivision thereof.


 


IN WITNESS WHEREOF, the undersigned have duly
executed this certificate on this 30th day of July, 2004.


 

















 


SCHEDULE 1


 


IDENTITY AND CORPORATE STRUCTURE OF GRANTOR


 


	
  Name

  	
   

  	
  Change in Corporate Structure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


	
  Name

  	
   

  	
  Change in Corporate Structure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


	
  Name

  	
   

  	
  Change in Corporate Structure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


(6)                                  The chief executive office of Southern Color Company, Inc. was 7
Swisher Drive, Cartersville, Georgia 30120. The chief executive office of
Southern Color of Florida, LLC was 333 Cypress Road, Ocala, Florida 34478. The
chief executive office of Southern Color Company was 333 Cypress Road, Ocala,
Florida 34478.


 


	
  Name

  	
   

  	
  Change in Corporate Structure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 






 


 












 


SCHEDULE 5


 


UCC FILINGS

SEE ATTACHED


 

















 


SCHEDULE 6


 


SCHEDULE OF FILINGS


 


	
  Debtor

  	
   

  	
  Type of Filing

  	
   

  	
  Jurisdictions

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE 7


 


STOCK OWNERSHIP


 


	
  Legal Name

  	
   

  	
  Shareholder(s)

  	
   

  	
  Percent of Stock

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


*              Not
required to be pledged pursuant to the Pledge Agreement.


 


	
  Legal Name

  	
   

  	
  Shareholder(s)

  	
   

  	
  Percent of Stock

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Legal Name

  	
   

  	
  Shareholder(s)

  	
   

  	
  Percent of Stock

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 

















 


SCHEDULE 8


 


DEBT INSTRUMENTS


 

















 


ANNEX A


 


	
  HOLDER

  	
   

  	
  ISSUER

  	
   

  	
  FORM

  	
   

  	
  INITIAL PRINCIPAL

  AMOUNT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE 9


 


ADVANCES

NONE


 

















 


SCHEDULE 10


 


MORTGAGE FILINGS


 
















 


SCHEDULE 11(A)


 


INTELLECTUAL PROPERTY


 


PATENTS — OWNED


 


	
  Registered Owner/Grantor

  	
   

  	
  Patent No.

  	
   

  	
  Country

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


PATENT APPLICATIONS


 


	
  Owner

  	
   

  	
  Date

  	
   

  	
  Application No.

  	
   

  	
  Country

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


PATENTS - LICENSES


 


	
   

  	
   

  	
   

  	
   

  	
  Date of

  	
   

  	
  Patent No. or

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Licensor Name and

  	
   

  	
  License/

  	
   

  	
  Descri , tion of

  	
   

  	
   

  	
   

  
	
  Grantor

  	
   

  	
  Address

  	
   

  	
  Sublicense

  	
   

  	
  Patent

  	
   

  	
  Country

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


TRADEMARKS/TRADENAMES - OWNED


 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Reg. No.

  	
   

  	
  Country

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Reg. No.

  	
   

  	
  Country

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


·         The exact legal name of this entity is
now AlphaGary (Canada) Limited.


 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Rea. No.

  	
   

  	
  Country

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Reg. No.

  	
   

  	
  Country

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Reeistered Owner

  	
   

  	
  Mark

  	
   

  	
  Rea. No.

  	
   

  	
  Country

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Reg. No.

  	
   

  	
  Country

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Rea. No.

  	
   

  	
  Country

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Re ..
  No.

  	
   

  	
  Count

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Reg. No.

  	
   

  	
  Country

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


TRADEMARKS/TRADENAMES - APPLICATIONS


 


	
  Owner

  	
   

  	
  Mark

  	
   

  	
  Application
  No.

  	
   

  	
  Country

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


TRADEMARKS/TRADENAMES
— LICENSES


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Licensor Name 

  	
   

  	
  Date of

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Company

  	
   

  	
  and Address

  	
   

  	
  License/Sublice

  	
   

  	
  Mark

  	
   

  	
  Country

  	
   

  	
  Reg. No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


OTHERS
— LICENSES


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Licensor Name 

  	
   

  	
  Date of

  	
   

  	
   

  	
   

  
	
  Company

  	
   

  	
  and Address

  	
   

  	
  License/Sublice

  	
   

  	
  Subject Matter

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE 11(B)


 


COPYRIGHT LICENSES


 

















 


COPYRIGHTS/COPYRIGHT APPLICATIONS


 


	
  Registration No.

  	
   

  	
  Registration Date

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


EXHIBIT H


 


FORM OF
PLEDGE AGREEMENT


 


PLEDGE AGREEMENT dated as
of July 30, 2004, among ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a
Delaware corporation (“Holdings”), ROCKWOOD SPECIALTIES GROUP, INC.,
a Delaware corporation (the “US Borrower”), the undersigned Subsidiaries
of the US Borrower listed on Schedule 1 hereto (each a “Subsidiary Pledgor”
and, collectively, the “Subsidiary Pledgors”; the US Borrower, Holdings
and the Subsidiary Pledgors are referred to collectively herein as the “Pledgors”)
and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as
administrative agent (in such capacity, the “Administrative Agent”) for
the lenders (the “Lenders”) from time to time parties to the Credit
Agreement dated as of July 30, 2004 (as the same may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the US Borrower, Rockwood Specialties Limited, a company incorporated
under the laws of England and Wales (the “UK Borrower” and, together
with the US Borrower, the “Borrowers”), Holdings, the Lenders, the
Administrative Agent and UBS Securities LLC and Goldman Sachs Credit Partners
L.P., as co-syndication agents (in such capacity, the “Co-Syndication Agents”)
for the Lenders.


 


W I T N E S S E T H:


 


WHEREAS, (a) pursuant to the Credit Agreement,
the Lenders have severally agreed to make Loans to the Borrowers and the Letter
of Credit Issuer has agreed to issue Letters of Credit for the account of the
Borrowers (collectively, the “Extensions of Credit”) upon the terms and
subject to the conditions set forth therein and (b) one or more Lenders or
Affiliates of Lenders may from time to time enter into Hedge Agreements with
the Borrowers or any of the Restricted Subsidiaries;


 


WHEREAS, pursuant to the Guarantee (the “Guarantee”)
dated as of the date hereof, Holdings and each Subsidiary Pledgor has
unconditionally and irrevocably guaranteed, as primary obligor and not merely
as surety, to the Administrative Agent, for the ratable benefit of the Secured
Parties the prompt and complete payment and performance when due (whether at
the stated maturity, by acceleration or otherwise) of the Obligations (as
defined below);


 


WHEREAS, each Subsidiary Pledgor is a Domestic
Subsidiary of the US Borrower;


 


WHEREAS, the proceeds of the Extensions of Credit
will be used in part to enable the Borrowers to make valuable transfers to the
Subsidiary Pledgors in connection with the operation of their respective
businesses;


 


WHEREAS, each Pledgor acknowledges that it will
derive substantial direct and indirect benefit from the making of the
Extensions of Credit;


 

















 


WHEREAS, it is a condition precedent to the
obligation of the Lenders and the Letter of Credit Issuer to make their
respective Extensions of Credit to the Borrowers under the Credit Agreement
that the US Borrower, Holdings and the Subsidiary Pledgors shall have executed
and delivered this Pledge Agreement to the Administrative Agent for the ratable
benefit of the Secured Parties; and


 


WHEREAS, (a) Holdings is the legal and beneficial
owner of all the issued and outstanding shares of capital stock of the US
Borrower, (b) the US Borrower and the Subsidiary Pledgors are the legal
and beneficial owners of the Equity Interests described under Schedule 2 hereto
and issued by the entities named therein (the pledged Equity Interests
described under (a) and (b) are, together with any Equity Interests
obtained in the future of the issuer of such Pledged Shares (the “After-acquired
Shares”), referred to collectively herein as the “Pledged Shares”)
and (c) each of the Pledgors is the legal and beneficial owner of the
Indebtedness (the “Pledged Debt”) described under Schedule 2 hereto;


 


NOW, THEREFORE, in consideration of the premises and
to induce the Administrative Agent, the Co-Syndication Agents and the Lenders
and the Letter of Credit Issuer to enter into the Credit Agreement and to
induce the Lenders and the Letter of Credit Issuer to make their respective
Extensions of Credit to the Borrowers under the Credit Agreement and to induce
one or more Lenders or Affiliates of Lenders to enter into Hedge Agreements
with the Borrowers and/or the Restricted Subsidiaries, the Pledgors hereby
agree with the Administrative Agent, for the ratable benefit of the Secured
Parties, as follows:


 


1.             Defined
Terms.


 


(a)           Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement and all terms
defined in the Uniform Commercial Code from time to time in effect in the State
of New York (the “NY UCC”) and not defined herein shall have the
meanings specified therein; the term “instrument” shall have the meaning
specified in Article 9 of the NY UCC.


 


(b)           As
used herein, the term “Closing Time” means 24:00 (German time) on the Closing
Date.


 


(c)           As
used herein, the term “Equity Interests” means shares of capital stock,
partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person
of whatever nature, and any warrants, options or other rights entitling the
holder thereof to purchase or acquire any of the foregoing.


 


(d)           As
used herein, the term “Obligations” means the collective reference to
(i) the due and punctual payment of (x) the principal of and premium,
if any, and interest at the applicable rate provided in the Credit Agreement
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or allowable
in such proceeding) on the Loans, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, (y) each
payment required to be made by the Borrowers under the Credit Agreement in
respect of any Letter of Credit, when and as due, including payments in respect
of reimbursement of disbursements, interest thereon and obligations to provide
cash collateral, and (z) all other monetary obligations, including fees,
costs, expenses and indemnities, whether primary, 


 


2

















 


secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the Borrowers or any other Credit
Party to any of the Secured Parties under the Credit Agreement and the other
Credit Documents, (ii) the due and punctual performance of all covenants,
agreements, obligations and liabilities of the Borrowers under or pursuant to
the Credit Agreement and the other Credit Documents, (iii) the due and
punctual payment and performance of all the covenants, agreements, obligations
and liabilities of each Credit Party under or pursuant to this Pledge Agreement
or the other Credit Documents, (iv) the due and punctual payment and
performance of all obligations of each Borrower or Restricted Subsidiary under
each Hedge Agreement that (x) is in effect on the Closing Date with a
counterparty that is a Lender or an Affiliate of a Lender as of the Closing
Date or (y) is entered into after the Closing Date with any counterparty
that is a Lender or an Affiliate of a Lender at the time such Hedge Agreement
is entered into and (v) the due and punctual payment and performance of
all obligations in respect of overdrafts and related liabilities owed to the
Administrative Agent or its Affiliates arising from or in connection with
treasury, depositary or cash management services or in connection with any
automated clearinghouse transfer of funds.


 


(e)           As
used herein, the term “Secured Parties” means (i) the Lenders, (ii) the
Letter of Credit Issuer, (iii) the Swingline Lender, (iv) the
Administrative Agent, (v) the Co-Syndication Agents, (vi) each
counterparty to a Hedge Agreement the obligations under which constitute
Obligations, (vii) the beneficiaries of each indemnification obligation
undertaken by any Credit Party under any Credit Document and (viii) any
successors, indorsees, transferees and assigns of each of the foregoing.


 


(f)            References
to “Lenders” in this Pledge Agreement shall be deemed to include Affiliates of
Lenders that may from time to time enter into Hedge Agreements with any
Borrower or Restricted Subsidiary.


 


(g)           The
words “hereof,” “herein” and “hereunder” and words of similar import when used
in this Pledge Agreement shall refer to this Pledge Agreement as a whole and
not to any particular provision of this Pledge Agreement, and Section references
are to Sections of this Pledge Agreement unless otherwise specified.  The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.


 


(h)           The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


 


2.             Grant
of Security.  Each Pledgor hereby
transfers, assigns and pledges to the Administrative Agent for the ratable
benefit of the Secured Parties, and hereby grants to the Administrative Agent
for the ratable benefit of the Secured Parties, a security interest, which
security interest shall attach immediately upon the Closing Time (“Security
Interest”), in all of such Pledgor’s right, title and interest in the
following, whether now owned or existing or hereafter acquired or existing
(collectively, the “Collateral”):


 


(a)           the
Pledged Shares held by such Pledgor and the certificates representing such
Pledged Shares and any interest of such Pledgor in the entries on the books of
the issuer of the Pledged Shares or any financial intermediary pertaining to
the Pledged Shares and all dividends, cash, warrants, rights, instruments and
other property or proceeds from time to time


 


3

















 


received, receivable or otherwise distributed in
respect of or in exchange for any or all of the Pledged Shares, provided
that the Pledged Shares under this Pledge Agreement shall not include more
than 65 percent of the issued and outstanding Equity Interests in any Foreign
Subsidiary;


 


(b)           the
Pledged Debt and the instruments evidencing the Pledged Debt owed to such
Pledgor, and all interest, cash, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of such Pledged Debt; and


 


(c)           to
the extent not covered by clauses (a) and (b) above, respectively,
all proceeds of any or all of the foregoing Collateral.  For purposes of this Pledge Agreement, the
term “proceeds” shall include all “proceeds” as defined in the NY UCC and shall
also include proceeds of any indemnity or guarantee payable to any Pledgor or
the Administrative Agent from time to time with respect to any of the
Collateral.


 


3.             Security
for Obligations.  This Pledge
Agreement secures the payment of all Obligations of each Credit Party.  Without limiting the generality of the
foregoing, this Pledge Agreement secures the payment of all amounts that
constitute part of the Obligations and would be owed by any of the Credit
Parties to the Administrative Agent or the Lenders under the Credit Documents
but for the fact that they are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding involving any
Credit Party.


 


4.             Delivery
of the Collateral.  All certificates or instruments, if any,
representing or evidencing the Collateral shall be promptly delivered to and
held by or on behalf of the Administrative Agent pursuant hereto and shall be
in suitable form for transfer by delivery, or shall be accompanied by duly
executed instruments or documents of transfer or assignment in blank, all in
form and substance reasonably satisfactory to the Administrative Agent.  The Administrative Agent shall have the
right, at any time after the occurrence and during the continuance of an Event
of Default and without notice to any Pledgor, to transfer to or to register in
the name of the Administrative Agent or any of its nominees any or all of the
Pledged Shares.  Each delivery of
Collateral (including any After-acquired Shares) shall be accompanied by a
schedule describing the securities theretofore and then being pledged
hereunder, which shall be attached hereto as Schedule 1 and made a part hereof,
provided that the failure to attach any such schedule hereto shall not
affect the validity of such pledge of such securities.  Each schedule so delivered shall supersede
any prior schedules so delivered.


 


5.             Representations
and Warranties.  Each Pledgor
represents and warrants as follows:


 


(a)           Schedule
2 hereto (i) correctly represents as of the date hereof (A) the
issuer, the certificate number, the Pledgor and the record and beneficial
owner, the number and class and the percentage of the issued and outstanding
Equity Interests of such class of all Pledged Shares and (B) the issuer, the
initial principal amount, the Pledgor and holder, date of and maturity date of
all Pledged Debt and (ii) together with the comparable schedule to each
supplement hereto, includes all Equity Interests, debt securities and
promissory notes required to be pledged hereunder.  Except as set forth on Schedule 2, the
Pledged Shares represent all (or 65 percent in the case of pledges of Foreign
Subsidiaries) of the issued and outstanding Equity Interests of each class of Equity
Interests in the issuer on the date hereof.


 


4

















 


(b)           Such
Pledgor is the legal and beneficial owner of the Collateral pledged or assigned
by such Pledgor hereunder free and clear of any Lien, except for the Lien
created by this Pledge Agreement.


 


(c)           As
of the date of this Pledge Agreement, the Pledged Shares pledged by such
Pledgor hereunder have been duly authorized and validly issued and, in the case
of Pledged Shares issued by a corporation, are fully paid and non-assessable.


 


(d)           The
execution and delivery by such Pledgor of this Pledge Agreement and the pledge
of the Collateral pledged by such Pledgor hereunder pursuant hereto create a
valid and perfected first-priority security interest in the Collateral,
securing the payment of the Obligations, in favor of the Administrative Agent
for the ratable benefit of the Secured Parties.


 


(e)           Such
Pledgor has full power, authority and legal right to pledge all the Collateral
pledged by such Pledgor pursuant to this Pledge Agreement and this Pledge
Agreement constitutes a legal, valid and binding obligation of each Pledgor,
enforceable in accordance with its terms, except as enforceability thereof may
be limited by bankruptcy, insolvency or other similar laws affecting creditors’
rights generally and subject to general principles of equity.


 


6.             Certification
of Limited Liability Company, Limited Partnership Interests and Pledged Debt.  (a) The Equity Interests in any Domestic
Subsidiary that is organized as a limited liability company or limited partnership
and pledged hereunder shall be represented by a certificate and in the
organizational documents of such Domestic Subsidiary, the applicable Pledgor
shall cause the issuer of such interests to elect to treat such interests as a “security”
within the meaning of Article 8 of the Uniform Commercial Code of its
jurisdiction of organization or formation, as applicable, by including in its
organizational documents language substantially similar to the following and,
accordingly, such interests shall be governed by Article 8 of the Uniform
Commercial Code:


 


“The Partnership/Company hereby irrevocably elects
that all partnership/membership interests in the Partnership/Company shall be
securities governed by Article 8 of the Uniform Commercial Code of
[jurisdiction of organization or formation, as applicable].  Each certificate evidencing
partnership/membership interests in the Partnership/Company shall bear the
following legend:  “This certificate
evidences an interest in [name of Partnership/LLC] and shall be a security for
purposes of Article 8 of the Uniform Commercial Code.”  No change to this provision shall be
effective until all outstanding certificates have been surrendered for
cancelation and any new certificates thereafter issued shall not bear the foregoing
legend.”


 


(b)           Each
Pledgor will cause any Indebtedness for borrowed money owed to such Pledgor and
required to be pledged hereunder to be evidenced by a duly executed promissory
note that is pledged and delivered to the Administrative Agent pursuant to the
terms hereof.


 


7.             Further
Assurances.  Each Pledgor agrees that
at any time and from time to time, at the expense of such Pledgor, it will
execute any and all further documents, financing statements, agreements and
instruments, and take all such further actions (including the filing and
recording of financing statements, fixture filings, mortgages, deeds of trust
and other


 


5

















 


documents), which may be required under any
applicable law, or which the Administrative Agent or the Required Lenders may
reasonably request, in order (x) to perfect and protect any pledge,
assignment or security interest granted or purported to be granted hereby  (including the priority thereof) or
(y) to enable the Administrative Agent to exercise and enforce its rights
and remedies hereunder with respect to any Collateral.


 


8.             Voting
Rights; Dividends and Distributions; Etc. 
(a) So long as no Event of Default shall have occurred and be
continuing:


 


(i)            Each Pledgor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Collateral or any part
thereof for any purpose not prohibited by the terms of this Pledge Agreement or
the other Credit Documents; and


 


(ii)           The Administrative Agent shall execute
and deliver (or cause to be executed and delivered) to each Pledgor all such
proxies and other instruments or documents as such Pledgor may reasonably
request for the purpose of enabling such Pledgor to exercise the voting and
other rights that it is entitled to exercise pursuant to paragraph (i) above.


 


(b)           Subject
to paragraph (c) below, each Pledgor shall be entitled to receive and
retain and use, free and clear of the Lien of this Pledge Agreement, any and
all dividends, distributions, principal and interest made or paid in respect of
the Collateral to the extent permitted by the Credit Agreement; provided,
however, that any and all noncash dividends, interest, principal or
other distributions that would constitute Pledged Shares or Pledged Debt,
whether resulting from a subdivision, combination or reclassification of the
outstanding Equity Interests of the issuer of any Pledged Shares or received in
exchange for Pledged Shares or Pledged Debt or any part thereof, or in
redemption thereof, or as a result of any merger, consolidation, acquisition or
other exchange of assets to which such issuer may be a party or otherwise,
shall be, and shall be forthwith delivered to the Administrative Agent to hold
as, Collateral and shall, if received by such Pledgor, be received in trust for
the benefit of the Administrative Agent, be segregated from the other property
or funds of such Pledgor and be forthwith delivered to the Administrative Agent
as Collateral in the same form as so received (with any necessary indorsement).


 


(c)           Upon
written notice to a Pledgor by the Administrative Agent following the
occurrence and during the continuance of an Event of Default,


 


(i)            all
rights of such Pledgor to exercise or refrain from exercising the voting and
other consensual rights that it would otherwise be entitled to exercise
pursuant to Section 8(a)(i) shall cease, and all such rights shall
thereupon become vested in the Administrative Agent, which shall thereupon have
the sole right to exercise or refrain from exercising such voting and other
consensual rights during the continuance of such Event of Default, provided
that, unless otherwise directed by the Required Lenders, the Administrative
Agent shall have the right from time to time following the occurrence and during
the continuance of an Event of Default to permit the Pledgors to exercise such
rights.  After all Events of Default have
been cured or waived and the US Borrower has delivered to the Administrative
Agent a certificate to that effect, each Pledgor will have the right to
exercise the voting and consensual rights that such Pledgor would otherwise


 


6

















 


be entitled to exercise pursuant to the terms of Section 8(a)(i) (and
the obligations of the Administrative Agent under Section 8(a)(ii) shall
be reinstated);


 


(ii)           all
rights of such Pledgor to receive the dividends, distributions and principal
and interest payments that such Pledgor would otherwise be authorized to
receive and retain pursuant to Section 8(b) shall cease, and all such
rights shall thereupon become vested in the Administrative Agent, which shall
thereupon have the sole right to receive and hold as Collateral (subject to Section 12)
such dividends, distributions and principal and interest payments during the
continuance of such Event of Default. 
After all Events of Default have been cured or waived and the US
Borrower has delivered to the Administrative Agent a certificate to that
effect, the Administrative Agent shall repay to each Pledgor (unless previously
applied to the Obligations) (and, in any event, without interest) all
dividends, distributions and principal and interest payments that such Pledgor
would otherwise be permitted to receive, retain and use pursuant to the terms
of Section 8(b);


 


(iii)          all
dividends, distributions and principal and interest payments that are received
by such Pledgor contrary to the provisions of Section 8(b) shall be
received in trust for the benefit of the Administrative Agent, shall be
segregated from other property or funds of such Pledgor and shall forthwith be
delivered to the Administrative Agent as Collateral in the same form as so
received (with any necessary indorsements); and


 


(iv)          in
order to permit the Administrative Agent to receive all dividends, distributions
and principal and interest payments to which it may be entitled under Section 8(b) above,
to exercise the voting and other consensual rights that it may be entitled to
exercise pursuant to Section 8(c)(i) above, and to receive all
dividends, distributions and principal and interest payments that it may be
entitled to under Sections 8(c)(ii) and (c)(iii) above, such
Pledgor shall, if necessary, upon written notice from the Administrative Agent,
from time to time execute and deliver to the Administrative Agent, appropriate
proxies, dividend payment orders and other instruments or documents as the
Administrative Agent may reasonably request.


 


9.             Transfers
and Other Liens; Additional Collateral; Etc.  Each Pledgor shall (a) not (i) except
as permitted by the Credit Agreement, sell or otherwise dispose of, or grant
any option or warrant with respect to, any of the Collateral or
(ii) create or suffer to exist any consensual Lien upon or with respect to
any of the Collateral, except for the Lien under this Pledge Agreement, provided
that in the event such Pledgor sells or otherwise disposes of assets permitted
by the Credit Agreement and such assets are or include any of the Collateral,
the Administrative Agent shall release such Collateral to such Pledgor free and
clear of the Lien under this Pledge Agreement concurrently with the
consummation of such sale;


 


(b)           pledge
and, if applicable, cause each Domestic Subsidiary to pledge, to the
Administrative Agent for the benefit of the Secured Parties, immediately upon
acquisition thereof, all the capital stock and all evidence of Indebtedness
held or received by such Pledgor or Domestic Subsidiary required to be pledged
hereunder pursuant to Section 9.12 of the Credit Agreement, in each case
pursuant to a supplement to this Pledge Agreement substantially in the form of
Annex A hereto (it being understood that the execution and delivery of such a
supplement shall not require the consent of any Pledgor hereunder and that the
rights and 


 


7

















 


obligations of each Pledgor hereunder shall remain
in full force and effect notwithstanding the addition of any new Subsidiary
Pledgor as a party to this Pledge Agreement); and


 


(c)           defend
its and the Administrative Agent’s title or interest in and to all the
Collateral (and in the Proceeds thereof) against any and all Liens (other than
the Lien of this Pledge Agreement), however arising, and any and all Persons
whomsoever.


 


10.           Administrative
Agent Appointed Attorney-in-Fact. 
Each Pledgor hereby appoints, which appointment is irrevocable and
coupled with an interest, the Administrative Agent as such Pledgor’s
attorney-in-fact, with full authority in the place and stead of such Pledgor
and in the name of such Pledgor or otherwise, to take any action and to execute
any instrument or document, in each case after the occurrence and during the
continuance of an Event of Default, that the Administrative Agent may deem
reasonably necessary or advisable to accomplish the purposes of this Pledge Agreement,
including to receive, indorse and collect all instruments made payable to such
Pledgor representing any dividend, distribution or principal or interest
payment in respect of the Collateral or any part thereof and to give full
discharge for the same.


 


11.           The
Administrative Agent’s Duties.  The
powers conferred on the Administrative Agent hereunder are solely to protect
its interest in the Collateral and shall not impose any duty upon it to
exercise any such powers.  Except for the
safe custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the Administrative Agent shall have no duty
as to any Collateral, as to ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relative to
any Pledged Shares, whether or not the Administrative Agent or any other
Secured Party has or is deemed to have knowledge of such matters, or as to the
taking of any necessary steps to preserve rights against any parties or any
other rights pertaining to any Collateral. 
The Administrative Agent shall be deemed to have exercised reasonable
care in the custody and preservation of any Collateral in its possession if
such Collateral is accorded treatment substantially equal to that which the
Administrative Agent accords its own property.


 


12.           Remedies.  If any Event of Default shall have occurred
and be continuing:


 


(a)           The
Administrative Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a secured party upon default under the NY UCC
(whether or not the NY UCC applies to the affected Collateral) and also may
without notice except as specified below, sell the Collateral or any part
thereof in one or more parcels at public or private sale, at any exchange
broker’s board or at any of the Administrative Agent’s offices or elsewhere,
for cash, on credit or for future delivery, at such price or prices and upon such
other terms as are commercially reasonable irrespective of the impact of any
such sales on the market price of the Collateral.  The Administrative Agent shall be authorized
at any such sale (if it deems it advisable to do so) to restrict the prospective
bidders or purchasers of Collateral to Persons who will represent and agree
that they are purchasing the Collateral for their own account for investment
and not with a view to the distribution or sale thereof, and, upon consummation
of any such sale, the Administrative Agent shall have the right to assign,
transfer and deliver to the purchaser or purchasers thereof the Collateral so
sold.  Each purchaser at any such sale
shall hold the property sold absolutely free from any claim or right on the
part of any Pledgor, and each Pledgor hereby waives (to the extent permitted by
law) all rights of redemption, stay and/or


 


8

















 


appraisal that it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter
enacted.  The Administrative Agent or any
Secured Party shall have the right upon any such public sale, and, to the
extent permitted by law, upon any such private sale, to purchase the whole or
any part of the Collateral so sold, and the Administrative Agent or such
Secured Party may subject to (x) the satisfaction in full in cash of all
payments due pursuant to Section 12(b)(i), and (y) the ratable
satisfaction of the Obligations in accordance with Section 12(b)(ii) pay
the purchase price by crediting the amount thereof against the
Obligations.  Each Pledgor agrees that,
to the extent notice of sale shall be required by law, at least ten days’
notice to such Pledgor of the time and place of any public sale or the time
after which any private sale is to be made shall constitute reasonable
notification.  The Administrative Agent
shall not be obligated to make any sale of Collateral regardless of notice of
sale having been given.  The
Administrative Agent may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned.  To the extent permitted by
law, each Pledgor hereby waives any claim against the Administrative Agent
arising by reason of the fact that the price at which any Collateral may have
been sold at such a private sale was less than the price that might have been
obtained at a public sale, even if the Administrative Agent accepts the first
offer received and does not offer such Collateral to more than one offeree.


 


(b)           The
Administrative Agent shall apply the proceeds of any collection or sale of the
Collateral at any time after receipt as follows:


 


(i)            first,
to the payment of all reasonable and documented costs and expenses incurred by
the Administrative Agent in connection with such collection or sale or
otherwise in connection with this Pledge Agreement, the other Credit Documents
or any of the Obligations, including all court costs and the reasonable fees
and expenses of its agents and legal counsel, the repayment of all advances
made by the Administrative Agent hereunder or under any other Credit Document
on behalf of any Pledgor and any other reasonable and documented costs or
expenses incurred in connection with the exercise of any right or remedy
hereunder or under any other Credit Document;


 


(ii)           second,
to the Secured Parties, an amount equal to all Obligations owing to them on the
date of any such distribution, and, if such moneys shall be insufficient to pay
such amounts in full, then ratably (without priority of any one over any other)
to such Secured Parties in proportion to the unpaid amounts thereof; and


 


(iii)          third,
any surplus then remaining shall be paid to the Pledgors or their successors or
assigns or to whomsoever may be lawfully entitled to receive the same or as a
court of competent jurisdiction may direct.


 


Upon any sale of the Collateral by the
Administrative Agent (including pursuant to a power of sale granted by statute
or under a judicial proceeding), the receipt of the Administrative Agent or of
the officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Administrative Agent or such officer or be answerable in any way
for the misapplication thereof.


 


(c)           The
Administrative Agent may exercise any and all rights and remedies of each
Pledgor in respect of the Collateral.


 


9
















 


(d)           All
payments received by any Pledgor after the occurrence and during the
continuance of an Event of Default in respect of the Collateral shall be
received in trust for the benefit of the Administrative Agent, shall be
segregated from other property or funds of such Pledgor and shall be forthwith
delivered to the Administrative Agent as Collateral in the same form as so
received (with any necessary indorsement).


 


(e)           Each
Pledgor hereby consents to the transfer, at any time after the occurrence and
during the continuance of an Event of Default, of any Pledged Shares to the
Administrative Agent or its designee and to the substitution, at any time after
the occurrence and during the continuance of an Event of Default, of the
Administrative Agent or its designee as a partner, member or shareholder of the
limited liability company, partnership or other entity that issued the Pledged
Shares.


 


13.           Amendments,
etc. with Respect to the Obligations; Waiver of Rights.  Each Pledgor shall remain obligated hereunder
notwithstanding that, without any reservation of rights against any Pledgor and
without notice to or further assent by any Pledgor, (a) any demand for payment
of any of the Obligations made by the Administrative Agent or any other Secured
Party may be rescinded by such party and any of the Obligations continued, (b)
the Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Administrative Agent or any other Secured Party, (c) the
Credit Agreement, the other Credit Documents, the Letters of Credit and any
other documents executed and delivered in connection therewith and the Hedge
Agreements and any other documents executed and delivered in connection
therewith and any documents entered into with the Administrative Agent or any
of its Affiliates in connection with treasury, depositary or cash management
services or in connection with any automated clearinghouse transfer of funds
may be amended, modified, supplemented or terminated, in whole or in part, as
the Administrative Agent (or the Required Lenders, as the case may be, or, in
the case of any Hedge Agreement or documents entered into with the
Administrative Agent or any of its Affiliates in connection with treasury,
depositary or cash management services or in connection with any automated
clearinghouse transfer of funds, the party thereto) may deem advisable from
time to time, and (d) any collateral security, guarantee or right of offset at
any time held by the Administrative Agent or any other Secured Party for the
payment of the Obligations may be sold, exchanged, waived, surrendered or
released.  Neither the Administrative
Agent nor any other Secured Party shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the
Obligations or for this Pledge Agreement or any property subject thereto.  When making any demand hereunder against any
Pledgor, the Administrative Agent or any other Secured Party may, but shall be
under no obligation to, make a similar demand on the US Borrower or any Pledgor
or pledgor, and any failure by the Administrative Agent or any other Secured
Party to make any such demand or to collect any payments from the US Borrower
or any Pledgor or pledgor or any release of the US Borrower or any Pledgor or
pledgor shall not relieve any Pledgor in respect of which a demand or
collection is not made or any Pledgor not so released of its several
obligations or liabilities hereunder, and shall not impair or affect the rights
and remedies, express or implied, or as a matter of law, of the Administrative
Agent or any other Secured Party against any Pledgor.  For the purposes hereof “demand” shall
include the commencement and continuance of any legal proceedings.


 


10

















 


14.           Continuing
Security Interest; Assignments Under the Credit Agreement; Release.  (a) This Pledge Agreement shall remain in
full force and effect and be binding in accordance with and to the extent of
its terms upon each Pledgor and the successors and assigns thereof, and shall
inure to the benefit of the Administrative Agent and the other Secured Parties
and their respective successors, indorsees, transferees and assigns until all
the Obligations under the Credit Documents shall have been satisfied by payment
in full, the Commitments shall be terminated and no Letters of Credit shall be
outstanding, notwithstanding that from time to time during the term of the
Credit Agreement and any Hedge Agreement the Credit Parties may be free from
any Obligations. This Pledge Agreement and the security interest granted hereby
shall terminate on the first date on which all the Obligations under the Credit
Documents shall have been satisfied by payment in full, the Commitments shall
be terminated and no Letters of Credit shall be outstanding.


 


(b)           A
Subsidiary Pledgor shall automatically be released from its obligations
hereunder and the Pledge of such Subsidiary Pledgor shall be automatically
released upon the consummation of any transaction permitted by the Credit
Agreement as a result of which such Subsidiary Pledgor ceases to be a Domestic
Subsidiary of the US Borrower.


 


(c)           Upon
any sale or other transfer by any Pledgor of any Collateral that is permitted
under the Credit Agreement, or upon the effectiveness of any written consent to
the release of the security interest granted hereby in any Collateral pursuant
to Section 14.1 of the Credit Agreement, the obligations of such Pledgor with
respect to such Collateral and the security interest granted hereby in such
Collateral shall be automatically released and such Collateral sold free and
clear of the Lien and Security Interests created hereby.


 


(d)           In
connection with any termination or release pursuant to paragraph (a), (b) or
(c), the Administrative Agent shall execute and deliver to any Pledgor, at such
Pledgor’s expense, all documents that such Pledgor shall reasonably request to
evidence such termination or release. 
Any execution and delivery of documents pursuant to this Section 14
shall be without recourse to or warranty by the Administrative Agent.


 


15.           Reinstatement.  This Pledge Agreement shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any other Secured Party
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
any Pledgor, or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for, the US
Borrower or any other Pledgor or any substantial part of its property, or
otherwise, all as though such payments had not been made.


 


16.           Notices.  All notices, requests and demands pursuant
hereto shall be made in accordance with Section 14.2 of the Credit
Agreement.  All communications and
notices hereunder to any Subsidiary Pledgor shall be given to it in care of the
US Borrower at the US Borrower’s address set forth in Section 14.2 of the
Credit Agreement.


 


17.           Counterparts.  This Pledge Agreement may be executed by one
or more of the parties to this Pledge Agreement on any number of separate
counterparts (including by facsimile or other electronic transmission), and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.  A set of the copies of
this Pledge Agreement signed by all the parties shall be lodged with the
Administrative Agent and the US Borrower.


 


11

















 


18.           Severability.  Any provision of this Pledge Agreement that
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


19.           Integration.  This Pledge Agreement represents the
agreement of each of the Pledgors with respect to the subject matter hereof and
there are no promises, undertakings, representations or warranties by the
Administrative Agent or any other Secured Party relative to the subject matter
hereof not expressly set forth or referred to herein or in the other Credit
Documents.


 


20.           Amendments
in Writing; No Waiver; Cumulative Remedies.


 


(a)           None
of the terms or provisions of this Pledge Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the affected Pledgor and the Administrative Agent in accordance with Section
14.1 of the Credit Agreement.


 


(b)           Neither
the Administrative Agent nor any Secured Party shall by any act (except by a
written instrument pursuant to Section 20(a) hereof), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy hereunder or
to have acquiesced in any Default or Event of Default or in any breach of any
of the terms and conditions hereof.  No
failure to exercise, nor any delay in exercising, on the part of the Administrative
Agent or any other Secured Party, any right, power or privilege hereunder shall
operate as a waiver thereof.  No single
or partial exercise of any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege.  A waiver by the
Administrative Agent or any other Secured Party of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy that the Administrative Agent or such other Secured Party would
otherwise have on any future occasion.


 


(c)           The
rights, remedies, powers and privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.


 


21.           Section
Headings.  The Section headings used
in this Pledge Agreement are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in the
interpretation hereof.


 


22.           Successors
and Assigns.  This Pledge Agreement
shall be binding upon the successors and assigns of each Pledgor and shall
inure to the benefit of the Administrative Agent and the other Secured Parties
and their respective successors and assigns, except that no Pledgor may assign,
transfer or delegate any of its rights or obligations under this Pledge
Agreement without the prior written consent of the Administrative Agent.


 


23.          WAIVER
OF JURY TRIAL.  EACH PLEDGOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY


 


12

















 


LEGAL ACTION OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT,
ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


24.           Submission
to Jurisdiction; Waivers.  Each of
the Pledgors hereby irrevocably and unconditionally:


 


(a)           submits
for itself and its property in any legal action or proceeding relating to this
Pledge Agreement, and the other Credit Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States of America for the Southern District of
New York and appellate courts from any thereof;


 


(b)           consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;


 


(c)           agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Pledgor at its address referred
to in Section 16 or at such other address of which the Administrative
Agent shall have been notified pursuant thereto;


 


(d)           agrees
that nothing herein shall affect the right of the Administrative Agent or any
other Secured Party to effect service of process in any other manner permitted
by law or shall limit the right of the Administrative Agent or any other
Secured Party to sue in any other jurisdiction; and


 


(e)           waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 24
any special, exemplary, punitive or consequential damages.


 


25.          GOVERNING
LAW.  THIS PLEDGE AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


13

















 


IN WITNESS WHEREOF, each of the undersigned has
caused this Pledge Agreement to be duly executed and delivered by its duly
authorized officer as of the day and year first above written.


 

















 


SUBSIDIARY
PLEDGORS


 

















 


SCHEDULE 2


TO THE PLEDGE AGREEMENT


 


Pledged Shares


 


[Schedule To Come]


 


Pledged Debt


 


[Schedule To Come]


 
















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


SUPPLEMENT NO. [  ]
dated as of
[            ], to
the Pledge Agreement (the “Pledge Agreement”) dated as of July 30, 2004,
among ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation (“Holdings”)
ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the “US Borrower”),
the Subsidiaries of the US Borrower listed on Schedule 1 thereto (each a “Subsidiary
Pledgor” and, collectively, the “Subsidiary Pledgors”; the US
Borrower, Holdings and the Subsidiary Pledgors are referred to collectively
herein as the “Pledgors”) and CREDIT SUISSE FIRST BOSTON, acting through
its Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative
Agent”) for the lenders (the “Lenders”) from time to time parties to
the Credit Agreement referred to below.


 


A.  Reference
is made to (a) the Credit Agreement dated as of July 30, 2004 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the US Borrower, Rockwood Specialties Limited, a company incorporated
under the laws of England and Wales, Holdings, the Lenders, the Administrative
Agent, UBS Securities LLC and Goldman Sachs Credit Partners L.P., as
co-syndication agents, and (b) the Guarantee dated as of July 30, 2004 (as
amended, supplemented or otherwise modified from time to time, the “Guarantee”),
among the US Borrower, Holdings, the Subsidiary Guarantors party thereto and
the Administrative Agent.


 


B. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Pledge
Agreement.


 


C.  The
Pledgors have entered into the Pledge Agreement in order to induce the
Administrative Agent, the Co-Syndication Agents, the Lenders and the Letter of
Credit Issuer to enter into the Credit Agreement and to induce the Lenders and
the Letter of Credit Issuer to make their respective Extensions of Credit to
the Borrowers under the Credit Agreement and to induce one or more Lenders or
Affiliates of Lenders to enter into Hedge Agreements with the Borrowers and/or
the Restricted Subsidiaries.


 


D.  The
undersigned [Pledgors] [Domestic Subsidiaries] (each an “Additional Pledgor”)
are (a) the legal and beneficial owners of the Equity Interests described under
Schedule 1 hereto and issued by the entities named therein (such pledged Equity
Interests, together with any Equity Interests obtained in the future of the
issuer of such Pledged Shares (the “After-acquired Additional Pledged Shares”),
referred to collectively herein as the “Additional Pledged Shares”) and
(b) the legal and beneficial owners of the Indebtedness (the “Additional
Pledged Debt”) described under Schedule 1 hereto.


 


E.  Section
9.12 of the Credit Agreement and Section 9(b) of the Pledge Agreement
provide that additional Subsidiaries may become Subsidiary Pledgors under the
Pledge Agreement by execution and delivery of an instrument in the form of this
Supplement.  Each undersigned Additional
Pledgor is executing this Supplement in accordance with the


 

















 


requirements of Section 9(b) of the Pledge Agreement
to pledge to the Administrative Agent for the benefit of the Secured Parties
the Additional Pledged Shares and the Additional Pledged Debt [and to become a
Subsidiary Pledgor under the Pledge Agreement] in order to induce the Lenders
and the Letter of Credit Issuer to make additional Extensions of Credit and as
consideration for Extensions of Credit previously made.


 


Accordingly, the Administrative Agent and each
undersigned Additional Pledgor agree as follows:


 


SECTION 1. 
In accordance with Section 9(b) of the Pledge Agreement, each Additional
Pledgor by its signature hereby transfers, assigns and pledges to the
Administrative Agent for the ratable benefit of the Secured Parties, and hereby
grants to the Administrative Agent for the ratable benefit of the Secured
Parties, a security interest in all of such Additional Pledgor’s right, title
and interest in the following, whether now owned or existing or hereafter
acquired or existing (collectively, the “Additional Collateral”):


 


(a)           the
Additional Pledged Shares held by such Additional Pledgor and the certificates
representing such Additional Pledged Shares and any interest of such Additional
Pledgor in the entries on the books of the issuer of the Additional Pledged
Shares or any financial intermediary pertaining to the Additional Pledged
Shares and all dividends, cash, warrants, rights, instruments and other
property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Additional
Pledged Shares, provided that the Additional Pledged Shares under this
Supplement shall not include more than 65 percent of the issued and
outstanding Equity Interests in any Foreign Subsidiary;


 


(b)           the
Additional Pledged Debt and the instruments evidencing the Additional Pledged
Debt owed to such Additional Pledgor, and all interest, cash, instruments and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such Additional
Pledged Debt; and


 


(c)           to
the extent not covered by clauses (a) and (b) above, respectively, all proceeds
of any or all of the foregoing Additional Collateral.  For purposes of this Supplement, the term “proceeds”
shall include all “proceeds” as defined in the NY UCC and shall also include
proceeds of any indemnity or guarantee payable to any Additional Pledgor or the
Administrative Agent from time to time with respect to any of the Additional
Collateral.


 


For purposes of the Pledge Agreement, (x) the
Collateral shall be deemed to include the Additional Collateral and (y) the
After-acquired Pledged Shares shall be deemed to include the Additional
After-acquired Pledge Shares.


 


[SECTION 2. 
Each Additional Pledgor by its signature below becomes a Pledgor under
the Pledge Agreement with the same force and effect as if originally named
therein as a Pledgor and each Additional Pledgor hereby agrees to all the terms
and provisions of the Pledge Agreement applicable to it as a Pledgor thereunder.  Each reference to a “Subsidiary Pledgor” or a
“Pledgor” in the Pledge Agreement shall be deemed to include each Additional
Pledgor.  The Pledge Agreement is hereby
incorporated herein by reference.] (10)


 






(10) Include for new pledgors only.


 


2

















 


SECTION [2][3]. 
Each Additional Pledgor represents and warrants as follows:


 


(a)           Schedule
1 hereto (i) correctly represents as of the date hereof (A) the issuer, the
certificate number, the Pledgor and registered owner, the number and class and
the percentage of the issued and outstanding Equity Interests of such class of
all Additional Pledged Shares and (B) the issuer, the initial principal amount,
the Pledgor and holder, date of and maturity date of all Additional Pledged
Debt and (ii) together with Schedule 2 to the Pledge Agreement, the
comparable schedules to each other Supplement to the Pledge Agreement, includes
all Equity Interests, debt securities and promissory notes required to be pledged
hereunder.  Except as set forth on
Schedule 1, the Pledged Shares represent all (or 65 percent in the case of
pledges of Foreign Subsidiaries) of the issued and outstanding Equity Interests
of each class of Equity Interests of the issuer on the date hereof.


 


(b)           Such
Additional Pledgor is the legal and beneficial owner of the Additional
Collateral pledged or assigned by such Additional Pledgor hereunder free and
clear of any Lien, except for the Lien created by this Supplement to the Pledge
Agreement.


 


(c)           As
of the date of this Supplement, the Additional Pledged Shares pledged by such
Additional Pledgor hereunder have been duly authorized and validly issued and,
in the case of Additional Pledged Shares issued by a corporation, are fully
paid and non-assessable.


 


(d)           The
execution and delivery by such Additional Pledgor of this Supplement and the
pledge of the Additional Collateral pledged by such Additional Pledgor
hereunder pursuant hereto create a valid and perfected first-priority security
interest in the Additional Collateral, securing the payment of the Obligations,
in favor of the Administrative Agent for the ratable benefit of the Secured
Parties.


 


(e)           Such
Additional Pledgor has full power, authority and legal right to pledge all the
Additional Collateral pledged by such Additional Pledgor pursuant to this
Supplement and this Supplement constitutes a legal, valid and binding
obligation of each Additional Pledgor, enforceable in accordance with its
terms, except as enforceability thereof may be limited by bankruptcy,
insolvency or other similar laws affecting creditors’ rights generally and
subject to general principles of equity.


 


SECTION [3][4]. 
This Supplement may be executed by one or more of the parties to this
Supplement on any number of separate counterparts (including by facsimile or
other electronic transmission), and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.  A set of the copies of this Supplement signed
by all the parties shall be lodged with the Administrative Agent and the US
Borrower.  This Supplement shall become
effective as to each Additional Pledgor when the Administrative Agent shall
have received counterparts of this Supplement that, when taken together, bear
the signatures of such Additional Pledgor and the Administrative Agent.


 


SECTION [4][5]. 
Except as expressly supplemented hereby, the Pledge Agreement shall
remain in full force and effect.


 


SECTION [5][6]. 
THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER  SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


3

















 


SECTION [6][7]. 
Any provision of this Supplement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof and in the Pledge Agreement, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION [7][8]. 
All notices, requests and demands pursuant hereto shall be made in
accordance with Section 16 of the Pledge Agreement.  All communications and notices hereunder to
each Additional Pledgor shall be given to it in care of the US Borrower at the
US Borrower’s address set forth in Section 14.2 of the Credit Agreement.


 


SECTION [8][9]. 
Each Additional Pledgor agrees to reimburse the Administrative Agent for
its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Administrative Agent.


 


4

















 


IN WITNESS WHEREOF, each Additional Pledgor and the
Administrative Agent have duly executed this Supplement to the Pledge Agreement
as of the day and year first above written.


 


	
   

  	
  [NAME
  OF ADDITIONAL PLEDGOR],

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:  

  
				



 


5

















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


Pledged
Shares


 


	
  Pledgor

  	
   

  	
  Issuer

  	
   

  	
  Class of Stock

  	
   

  	
  Stock

  Certificate

  No(s)

  	
   

  	
  Number of Shares

  	
   

  	
  Percentage of 

  Issued and 

  Outstanding

  Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Pledged Debt


 


	
  Pledgor

  	
   

  	
  Issuer

  	
   

  	
  Initial Principal Amount

  	
   

  	
  Date of Note

  	
   

  	
  Maturity Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


EXHIBIT I


 


FORM
OF SECURITY AGREEMENT


 


SECURITY AGREEMENT


 


THIS SECURITY AGREEMENT
dated as of July 30, 2004, among ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a
Delaware corporation (“Holdings”), ROCKWOOD SPECIALTIES GROUP,
INC., a Delaware corporation (the “US Borrower”), each of the
Subsidiaries of the US Borrower listed on Annex A hereto (each such undersigned
Subsidiary being a “Subsidiary Grantor” and collectively the “Subsidiary
Grantors”; the Subsidiary Grantors, Holdings and the US Borrower are
referred to collectively as the “Grantors”) and CREDIT SUISSE FIRST
BOSTON, acting through its Cayman Islands Branch, as administrative agent (in
such capacity, the “Administrative Agent”) for the lenders (“Lenders”)
from time to time party to the Credit Agreement dated as of July 30, 2004 (as
the same may be amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among the US Borrower, Rockwood Specialties
Limited, a company incorporated under the laws of England and Wales (the “UK
Borrower” and, together with the US Borrower, the “Borrowers”),
Holdings, the Lenders, the Administrative Agent, and UBS Securities LLC and
Goldman Sachs Credit Partners L.P., as co-syndication agents (in such capacity,
the “Co-Syndication Agents”) for the Lenders.


 


WITNESSETH:


 


WHEREAS, (a) pursuant to the Credit Agreement, the
Lenders have severally agreed to make Loans to the Borrowers and the Letter of
Credit Issuer has agreed to issue Letters of Credit for the account of the
Borrowers (collectively, the “Extensions of Credit”) upon the terms and
subject to the conditions set forth therein and (b) one or more Lenders or
Affiliates of Lenders may from time to time enter into Hedge Agreements with
the Borrowers or any of their Restricted Subsidiaries;


 


WHEREAS, pursuant to the Guarantee (the “Guarantee”)
dated as of the date hereof, Holdings and each Subsidiary Grantor party thereto
has unconditionally and irrevocably guaranteed, as primary obligor and not
merely as surety, to the Administrative Agent, for the ratable benefit of the
Secured Parties the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the
Obligations;


 


WHEREAS, each Subsidiary Grantor is a Domestic
Subsidiary of the US


 


Borrower;


 


2

















 


WHEREAS, the proceeds of the Extensions of Credit
will be used in part to enable the Borrowers to make valuable transfers to the
Subsidiary Grantors in connection with the operation of their respective
businesses;


 


WHEREAS, each Grantor acknowledges that it will
derive substantial direct and indirect benefit from the making of the
Extensions of Credit; and


 


WHEREAS, it is a condition precedent to the
obligation of the Lenders and the Letter of Credit Issuer to make their
respective Extensions of Credit to the Borrowers under the Credit Agreement
that the Grantors shall have executed and delivered this Security Agreement to
the Administrative Agent for the ratable benefit of the Secured Parties;


 


NOW, THEREFORE, in consideration of the premises and
to induce the Administrative Agent, the Co-Syndication Agents, the Lenders and
the Letter of Credit Issuer to enter into the Credit Agreement and to induce
the Lenders and the Letter of Credit Issuer to make their respective Extensions
of Credit to the Borrowers under the Credit Agreement and to induce one or more
Lenders or Affiliates of Lenders to enter into Hedge Agreements with the
Borrowers and/or the Restricted Subsidiaries, the Grantors hereby agree with
the Administrative Agent, for the ratable benefit of the Secured Parties, as
follows:


 


1. Defined Terms.


 


(a)        Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement and all terms defined in the Uniform Commercial
Code from time to time in effect in the State of New York (the “NY UCC”) and
not defined herein shall have the meanings specified therein; the term “instrument”
shall have the meaning specified in Article 9 of the NY UCC.


 


(b)        The following terms shall have the
following meanings:


 


“Administrative Agent” shall have the meaning
assigned to such term in the recitals hereto.


 


“Closing Time” shall mean 24:00 (German time)
on the Closing Date. “Collateral” shall have the meaning assigned to
such term in Section 2.


 


“Collateral Account” shall mean any
collateral account established by the Administrative Agent as provided in
Section 5.1.


 


“Copyright License” means any written
agreement, now or hereafter in effect, granting any right to any third party
under any copyright now or hereafter owned by any Grantor (including all
Copyrights) or that any Grantor otherwise has the right to license, or granting
any right to any Grantor under any copyright now or hereafter owned by any
third party, and all rights of any Grantor under any such agreement, including
those listed on Schedule 1.


 


“copyrights” means, with respect to any
Person, all of the following now owned or hereafter acquired by such Person:
(i) all copyright rights in any work subject to the copyright laws of the
United States or any other country, whether as author, assignee, transferee or


 


3

















 


otherwise, and (ii) all registrations and
applications for registration of any such copyright in the United States or any
other country, including registrations, recordings, supplemental registrations
and pending applications for registration in the United States Copyright
Office.


 


“Copyrights” means all copyrights now owned
or hereafter acquired by any Grantor, including those listed on Schedule 2.


 


“Equipment” shall mean any “equipment,” as
such term is defined in the NY UCC, now or hereafter owned by any Grantor and,
in any event, shall include all machinery, equipment, furnishings, movable
trade fixtures and vehicles now or hereafter owned by any Grantor and any and
all additions, substitutions and replacements of any of the foregoing, wherever
located, together with all attachments, components, parts, equipment and
accessories installed thereon or affixed thereto; but excluding Equipment to
the extent it is subject to a Permitted Lien and the terms of the Indebtedness
securing such Permitted Lien prohibit assignment of, or granting of a security
interest in, such Grantor’s rights and interests therein, provided, that
immediately upon the repayment of all Indebtedness secured by such Permitted
Lien, such Grantor shall be deemed to have granted a Security Interest in all
the rights and interests with respect to such Equipment.


 


“General Intangibles” shall mean all “general
intangibles” as such term is defined in Section 9-102 of the NY UCC and, in any
event, including with respect to any Grantor, all contracts, agreements,
instruments and indentures in any form, and portions thereof, to which such
Grantor is a party or under which such Grantor has any right, title or interest
or to which such Grantor or any property of such Grantor is subject, as the
same may from time to time be amended, supplemented or otherwise modified,
including (a) all rights of such Grantor to receive moneys due and to become
due to it thereunder or in connection therewith, (b) all rights of such Grantor
to receive proceeds of any insurance, indemnity, warranty or guarantee with
respect thereto, (c) all claims of such Grantor for damages arising out of any
breach thereof or default thereunder and (d) all rights of such Grantor to
terminate, amend, supplement, modify or exercise rights or options thereunder,
to perform thereunder and to compel performance and otherwise exercise all
remedies thereunder, in each case to the extent the grant by such Grantor of a
Security Interest pursuant to this Security Agreement in its right, title and
interest in any such contract, agreement, instrument or indenture is not
prohibited by such contract, agreement, instrument or indenture without the consent of any other
party thereto, would not give any other party to any such contract, agreement,
instrument or indenture the right to terminate its obligations thereunder or is
permitted with consent if all necessary consents to such grant of a Security
Interest have been obtained from the other parties thereto (it being understood
that the foregoing shall not be deemed to obligate such Grantor to obtain such
consents), provided, that the foregoing limitation shall not affect,
limit, restrict or impair the grant by such Grantor of a Security Interest
pursuant to this Security Agreement in any Account or any money or other
amounts due or to become due under any such contract, agreement, instrument or
indenture.


 


“Guarantors” shall mean each Grantor other
than the US Borrower. “Grantor” shall have the meaning assigned to such
term in the recitals hereto.


 


“Intellectual Property” shall mean all
rights, priorities and privileges relating to intellectual property, whether
arising under United States, multinational or foreign laws or


 


4

















 


otherwise now owned or hereafter acquired, including
(a) all information used or useful arising from the business including all
goodwill, trade secrets, trade secret rights, know-how, customer lists,
processes of production, ideas, confidential business information, techniques,
processes, formulas and all other proprietary information, and (b) the Copyrights,
the Patents, the Trademarks and the Licenses and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom, in each
case to the extent the grant by such Grantor of a Security Interest
pursuant to this Security Agreement in any such rights, priorities and
privileges relating to intellectual property is not prohibited by any contract,
agreement or other instrument governing such rights, priorities and privileges
without the consent of any other party thereto, would not give any other party
to any such contract, agreement or other instrument the right to terminate its
obligations thereunder or is permitted with consent if all necessary consents
to such grant of a Security Interest have been obtained from the relevant
parties (it being understood that the foregoing shall not be deemed to obligate
such Grantor to obtain such consents).


 


“Investment Property” shall mean all
Securities (whether certificated or uncertificated), Security Entitlements,
Securities Accounts, Commodity Contracts and Commodity Accounts of any Grantor,
whether now or hereafter acquired by any Grantor, in each case to the extent
the grant by a Grantor of a Security Interest therein pursuant to this Security
Agreement in its right, title and interest in any such Investment Property is
not prohibited by any contract, agreement, instrument or indenture governing
such Investment Property without the consent of any other party thereto, would
not give any other party to any such contract, agreement, instrument or
indenture the right to terminate its obligations thereunder or is permitted
with consent if all necessary consents to such grant of a Security Interest
have been obtained from the other parties thereto (it being understood that the
foregoing shall not be deemed to obligate such Grantor to obtain such
consents).


 


“License” shall mean any Patent License,
Trademark License, Copyright License or other license or sublicense to which
any Grantor is a party.


 


“NY UCC” has the meaning assigned to such
term in Section 1(a).


 


“Obligations” shall mean the collective
reference to (i) the due and punctual payment of (x) the principal of and
premium, if any, and interest at the applicable rate provided in the Credit
Agreement (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Loans, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (y) each payment required to be made by the Borrowers under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral, and (z) all other monetary obligations,
including fees, costs, expenses and indemnities, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such
proceeding), of the Borrowers or any other Credit Party to any of the Secured
Parties under the Credit Agreement and the other Credit Documents, (ii) the due
and punctual performance of all covenants, agreements, obligations and
liabilities of the Borrowers under or


 


5

















 


pursuant to the Credit Agreement and the other
Credit Documents, (iii) the due and punctual payment and performance of all the
covenants, agreements, obligations and liabilities of each Credit Party under
or pursuant to this Security Agreement or the other Credit Documents, (iv) the
due and punctual payment and performance of all obligations of each Borrower or
Restricted Subsidiary under each Hedge Agreement that (x) is in effect on the
Closing Date with a counterparty that is a Lender or an Affiliate of a Lender
as of the Closing Date or (y) is entered into after the Closing Date with any
counterparty that is a Lender or an Affiliate of a Lender at the time such
Hedge Agreement is entered into and (v) the due and punctual payment and
performance of all obligations in respect of overdrafts and related liabilities
owed to the Administrative Agent or its Affiliates arising from or in
connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds.


 


“Patent License” means any written agreement,
now or hereafter in effect, granting to any third party any right to make, use
or sell any invention on which a patent, now or hereafter owned by any Grantor
(including all Patents) or that any Grantor otherwise has the right to license,
is in existence, or granting to any Grantor any right to make, use or sell any
invention on which a patent, now or hereafter owned by any third party, is in
existence, and all rights of any Grantor under any such agreement, including
those listed on Schedule 3.


 


“patents” means, with respect to any Person,
all of the following now owned or hereafter acquired by such Person: (a) all
letters patent of the United States or the equivalent thereof in any other
country, all registrations and recordings thereof, and all applications for
letters patent of the United States or the equivalent thereof in any other
country, including registrations, recordings and pending applications in the
United States Patent and Trademark Office or any similar offices in any other
country, and (b) all reissues, continuations, divisions, continuations-in-part,
renewals or extensions thereof, and the inventions disclosed or claimed
therein, including the right to make, use and/or sell the inventions disclosed
or claimed therein.


 


“Patents” means all patents now owned or
hereafter acquired by any Grantor, including those listed on Schedule 4.


 


“Proceeds” shall mean all “proceeds” as such
term is defined in Section 9-102 of the NY UCC and, in any event, shall include
with respect to any Grantor, any consideration received from the sale,
exchange, license, lease or other disposition of any asset or property that
constitutes Collateral, any value received as a consequence of the possession
of any Collateral and any payment received from any insurer or other person or
entity as a result of the destruction, toss, theft, damage or other involuntary
conversion of whatever nature of any asset or property that constitutes
Collateral, and shall include (a) all cash and negotiable instruments received
by or held on behalf of the Administrative Agent, (b) any claim of any Grantor
against any third party for (and the right to sue and recover for and the
rights to damages or profits due or accrued arising out of or in connection
with) (i) past, present or future infringement of any Patent now or hereafter
owned by any Grantor, or licensed under a Patent License, (ii) past, present or
future infringement or dilution of any Trademark now or hereafter owned by any
Grantor or licensed under a Trademark License or injury to the goodwill
associated with or symbolized by any Trademark now or hereafter owned by any
Grantor, (iii) past, present or future breach of any License and (iv) past,
present or future infringement of any Copyright now or hereafter owned by any
Grantor or licensed under a
Copyright License and (c) any and all


 


6

















 


other amounts from time to time paid or payable
under or in connection with any of the Collateral.


 


“Secured Parties” shall mean (i) the Lenders,
(ii) the Letter of Credit Issuer, (iii) the Swingline Lender, (iv) the
Administrative Agent, (v) the Co-Syndication Agents, (vi) each counterparty to
a Hedge Agreement the obligations under which constitute Obligations, (vii) the
beneficiaries of each indemnification obligation undertaken by any Credit Party
under any Credit Document and (viii) any successors, indorsees, transferees and
assigns of each of the foregoing.


 


“Security Agreement” shall mean this Security
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time.


 


“Security Interest” shall have the meaning
assigned to such term in Section 2.


 


“Trademark License” means any written
agreement, now or hereafter in effect, granting to any third party any right to
use any trademark now or hereafter owned by any Grantor (including any
Trademark) or that any Grantor otherwise has the right to license, or granting
to any Grantor any right to use any trademark now or hereafter owned by any
third party, and all rights of any Grantor under any such agreement, including
those listed on Schedule 5.


 


“trademarks” means, with respect to any
Person, all of the following now owned or hereafter acquired by such Person:
(i) all trademarks, service marks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, trade dress, logos,
other source or business identifiers, designs and general intangibles of like
nature, now existing or hereafter adopted or acquired, all registrations and
recordings thereof (if any), and all registration and recording applications
filed in connection therewith, including registrations and registration
applications in the United States Patent and Trademark Office or any similar
offices in any State of the United States or any other country or any political
subdivision thereof, and all extensions or renewals thereof, (ii) all goodwill
associated therewith or symbolized thereby and (iii) all other assets, rights
and interests that uniquely reflect or embody such goodwill.


 


“Trademarks” means all trademarks now owned
or hereafter acquired by any Grantor, including those listed on Schedule 6
hereto.


 


(c)        The words “hereof’, “herein”, “hereto”
and “hereunder” and words of similar import when used in this Security
Agreement shall refer to this Security Agreement as a whole and not to any
particular provision of this Security Agreement, and Section and Schedule
references are to this Security Agreement unless
otherwise specified. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.


 


(d)        The meanings given to terms defined
herein shall be equally applicable to both the singular and plural forms of
such terms.


 


(e)        Where the context requires, terms relating
to the Collateral or any part thereof, when used in relation to a Grantor,
shall refer to such Grantor’s Collateral or the relevant part thereof.


 


7

















 


(f)         References to “Lenders” in this
Security Agreement shall be deemed to include Affiliates of Lenders that may
from time to time enter into Hedge Agreements with the Borrowers.


 


2. Grant of Security Interest.


 


(a) Each Grantor hereby bargains, sells, conveys,
assigns, sets over, mortgages, pledges, hypothecates and transfers to the
Administrative Agent, and hereby grants to the Administrative Agent, for the
ratable benefit of the Secured Parties, a security interest, which security
interest shall attach immediately upon the Closing Time (the “Security Interest”),
in all of the following property now owned or hereafter acquired by such
Grantor or in which such Grantor now has or at any time in future may acquire
any right, title or interest (collectively, the “Collateral”), as
collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations:


 


(i)            all
Accounts;


 


(ii)           all
Equipment;


 


(iii)          all
General Intangibles;


 


(iv)          all
Intellectual Property;


 


(v)           all
Inventory;


 


(vi)          all
cash and cash accounts;


 


(vii)         all
Investment Property;


 


(viii)        all
books and records pertaining to the Collateral; and


 


(ix)           to
the extent not otherwise included, all Proceeds and products of any and all of
the foregoing.


 


(b) Each Grantor hereby irrevocably authorizes the
Administrative Agent at any time and from time to time to file in any relevant
jurisdiction any initial financing statements with respect to the Collateral or
any part thereof and amendments thereto that contain the information required
by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for
the filing of any financing statement or amendment, including whether such
Grantor is an organization, the type of organization and any organizational
identification number issued to such Grantor. Such financing statements may
describe the Collateral as “all assets” or “all property” or such other
description as the Administrative Agent determines in its sole discretion. Each
Grantor agrees to provide such information to the Administrative Agent promptly
upon request.


 


Each Grantor also ratifies its authorization for the
Administrative Agent to file in any relevant jurisdiction any initial financing
statements or amendments thereto if filed prior to the date hereof.


 


8

















 


The Administrative Agent is further authorized to
file with the United States Patent and Trademark Office or United States
Copyright Office (or any successor office or any similar office in any other
country) such documents as may be necessary or advisable for the purpose of
perfecting, confirming, continuing, enforcing or protecting the Security
Interest granted by each Grantor, without the signature of any Grantor, and
naming any Grantor or the Grantors as debtors and the Administrative Agent as
secured party.


 


The Security Interests are granted as security only
and shall not subject the Administrative Agent or any other Secured Party to,
or in any way alter or modify, any obligation or liability of any Grantor with
respect to or arising out of the Collateral.


 


3. Representations And Warranties.


 


Each Grantor hereby represents and warrants to the
Administrative Agent and each Secured Party that:


 


3.1. Title: No Other Liens. Except for the
Security Interest granted to the Administrative Agent for the ratable benefit
of the Secured Parties pursuant to this Security Agreement, the Liens permitted
by the Credit Agreement and any Liens securing Indebtedness which is no longer
outstanding or any Liens with respect to commitments to lend which have been
terminated, such Grantor owns each item of the Collateral free and clear of any
and all Liens or claims of others. No security agreement, financing statement
or other public notice with respect to all or any part of the Collateral that
evidences a Lien securing any material Indebtedness is on file or of record in
any public office, except such as have been filed in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, pursuant
to this Security Agreement or are permitted by the Credit Agreement.


 


3.2. Perfected First Priority Liens. (a)
Subject to the limitations set forth in clause (b) of this Section 3.2, the
Security Interests granted pursuant to this Security Agreement (i) will
constitute valid perfected Security Interests in the Collateral in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, as
collateral security for the Obligations, upon (A) completion of all filings,
registrations, recordings and other actions specified in Section 6 of the
Perfection Certificate (as such information is updated pursuant to Section
9.1(d) of the Credit Agreement) to the extent that a Security Interest may be
perfected by the filing of any UCC financing statement, (B) in the case of
Equipment that is covered by a certificate of title, the filing with the
registrar of motor vehicles or other appropriate authority in the applicable
jurisdiction (as specified in the Perfection Certificate (as such information
is updated pursuant to Section 9.1(d) of the Credit Agreement)) of an
application requesting the notation of the Security Interest created hereunder
on such certificate of title and (C) completion of the filing, registration and
recording of a fully executed agreement in the form hereof (or a supplement
hereto) and containing a description of all Collateral constituting
Intellectual Property in the United Stated Patent and Trademark Office within
the three-month period (commencing as of the date hereof) or, in the case of Collateral
constituting Intellectual Property acquired after the date hereof, thereafter
pursuant to 35 USC §261 and 15 USC § 1060 and the regulations thereunder with
respect to United States Patents and United States registered Trademarks and in
the United States Copyright Office within the one-month period (commencing as
of the date hereof) or, in the case of Collateral constituting Intellectual
Property acquired after the date hereof, thereafter with


 


9

















 


respect to United States registered Copyrights
pursuant to 17 USC §205 and the regulations thereunder and otherwise as may be
required pursuant to the laws of any other necessary jurisdiction to the extent
that a security interest may be perfected by such filings, registrations and
recordings, and (ii) are prior to all other Liens on the Collateral other than
Liens permitted pursuant to Section 10.2 of the Credit Agreement.


 


(b) Notwithstanding anything to the contrary herein,
no Grantor shall be required to perfect the Security Interests granted by this
Security Agreement (including Security Interests in cash, cash accounts and
Investment Property) by any means other than by (i) filings pursuant to the
Uniform Commercial Codes of the relevant State(s), (ii) filings with the
registrars of motor vehicles or other appropriate authorities in the relevant
jurisdictions, (iii) filings approved by United States government offices with
respect to Intellectual Property or (iv) when applicable, possession by the
Administrative Agent in the United States. No Grantor shall be required to
complete any filings or other action with respect to the perfection of Security
Interests in any jurisdiction outside the United States.


 


(c) It is understood and agreed that the Security Interests
in cash, cash accounts and Permitted Investments created hereunder shall not
prevent the Grantors from using such assets in the ordinary course of their
respective businesses.


 


4. Covenants.


 


Each Grantor hereby
covenants and agrees with the Administrative Agent and the Secured Parties
that, from and after the date of this Security Agreement until the Obligations
under the Credit Documents are paid in full, the Commitments are terminated and
no Letter of Credit remains outstanding:


 


4.1. Maintenance of
Perfected Security Interest: Further Documentation. (a) Such Grantor shall
maintain the Security Interest created by this Security Agreement as a
perfected Security Interest having at least the priority described in Section
3.2 and shall defend such Security Interest against the claims and demands of
all Persons whomsoever, in each case subject to Section 3.2(b).


 


(b)         Such Grantor will furnish to the
Administrative Agent and the Lenders from time to time statements and schedules
further identifying and describing the assets and property of such Grantor and
such other reports in connection therewith as the Administrative Agent may
reasonably request. In addition, within 30 days after the end of each calendar
quarter, such Grantor will deliver to the Administrative Agent (i) copies of
all such certificates of title issued during such calendar quarter with the
notation thereon of the Administrative Agent’s Security Interest created
hereunder in the items of Equipment covered hereby and (ii) a written supplement
hereto substantially in the form of Annex 2 hereto with respect to any
additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks
and Trademark Licenses acquired by such Grantor after the date hereof, all in
reasonable detail.


 


(c)          Subject to clause (d) below and
Section 3.2(b), each Grantor agrees that at any time and from time to time, at
the expense of such Grantor, it will execute any and all further documents,
financing statements, agreements and instruments, and take all such further
actions


 


10

















 


(including the filing and
recording of financing statements, fixture filings, mortgages, deeds of trust
and other documents), which may be required under any applicable law, or which
the Administrative Agent or the Required Lenders may reasonably request, in
order (x) to grant, preserve, protect and perfect the validity and priority of
the Security Interests created or intended to be created hereby or (y) to
enable the Administrative Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral, including the filing of any financing
or continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the Security Interests created hereby, all at the
expense of such Grantor.


 


(d)         Notwithstanding anything in this
Section 4.1 to the contrary, (i) with respect to any assets acquired by such
Grantor after the date hereof that are required by the Credit Agreement to be
subject to the Lien created hereby or (ii) with respect to any Person that,
subsequent to the date hereof, becomes a Subsidiary of the US Borrower that is
required by the Credit Agreement to become a party hereto, the relevant Grantor
after the acquisition or creation thereof shall promptly take all actions
required by the Credit Agreement or this Section 4.1.


 


4.2. Changes in Locations, Name,
etc. Each Grantor will furnish to the Administrative Agent prompt written
notice of any change (i) in its legal name, (ii) in its jurisdiction of
incorporation or organization, (iii) in the location of its chief executive
office, its principal place of business, any office in which it maintains books
or records relating to Collateral owned by it (including the establishment of
any such new office), (iv) in its identity or type of organization or corporate
structure or (v) in its Federal Taxpayer Identification Number or
organizational identification number. Each Grantor agrees promptly to provide
the Administrative Agent with certified organizational documents reflecting any
of the changes described in the first sentence of this paragraph. Each Grantor
agrees not to effect or permit any change referred to in the preceding sentence
unless all filings have been made under the Uniform Commercial Code or
otherwise that are required in order for the Administrative Agent to continue
at all times following such change to have a valid, legal and perfected
security interest in all the Collateral having at least the priority described
in Section 3.2. Each Grantor also agrees promptly to notify the Administrative
Agent if any material portion of the Collateral is damaged or destroyed.


 


4.3. Notices. Each Grantor will advise the
Administrative Agent and the Lenders promptly, in reasonable detail, of any
Lien of which it has knowledge (other than the Security Interests created
hereby or Liens permitted under the Credit Agreement) on any of the Collateral
which would adversely affect, in any material respect, the ability of the
Administrative Agent to exercise any of its remedies hereunder.


 


4.4. Special Covenants with Respect to Equipment.
(a) Each Grantor shall, promptly after the acquisition by such Grantor of any
item of Equipment that is covered by a certificate of title under a statute of any
jurisdiction under the law of which indication of a Security Interest on such
certificate is required as a condition of perfection thereof, execute and file
with the registrar of motor vehicles or other appropriate authority in such
jurisdiction an application or other document requesting the notation or other
indication of the Security Interest created hereunder on such certificate of
title.


 


11
















 


(b)         Upon the occurrence and during the
continuation of any Event of Default, all insurance payments in respect of such
Equipment shall be paid to and applied by Administrative Agent as specified in
Section 5.5 hereof.


 


(c)          At the Administrative Agent’s request
at any time after the occurrence and during the continuance of an Event of
Default, each Grantor shall deliver to the Administrative Agent the
certificates of title covering each item of Equipment the perfection of which
is governed by the notation on the certificate of title of the Administrative
Agent’s Security Interest created hereunder.


 


5. Remedial Provisions.


 


5.1. Certain Matters Relating to Accounts.
(a) At any time after the occurrence and during the continuance of an Event of
Default, the Administrative Agent shall have the right to make test
verifications of the Accounts in any manner and through any medium that it
reasonably considers advisable, and each Grantor shall furnish all such
assistance and information as the Administrative Agent may require in
connection with such test verifications. The Administrative Agent shall have
the absolute right to share any information it gains from such inspection or
verification with any Secured Party.


 


(b)           The Administrative Agent hereby
authorizes each Grantor to collect such Grantor’s Accounts and the
Administrative Agent may curtail or terminate said authority at any time after
the occurrence and during the continuance of an Event of Default. If required
in writing by the Administrative Agent at any time after the occurrence and
during the continuance of an Event of Default, any payments of Accounts, when
collected by any Grantor, (i) shall be forthwith (and, in any event, within two
Business Days) deposited by such Grantor in the exact form received, duly
endorsed by such Grantor to the Administrative Agent if required, in a
Collateral Account maintained under the sole dominion and control of and on
terms and conditions reasonably satisfactory to the Administrative Agent,
subject to withdrawal by the Administrative Agent for the account of the
Secured Parties only as provided in Section 5.5, and (ii) until so turned over,
shall be held by such Grantor in trust for the Administrative Agent and the
Secured Parties, segregated from other funds of such Grantor. Each such deposit
of Proceeds of Accounts shall be accompanied by a report identifying in
reasonable detail the nature and source of the payments included in the
deposit.


 


(c)           At the Administrative Agent’s request
at any time after the occurrence and during the continuance of an Event of
Default, each Grantor shall deliver to the Administrative Agent all original
and other documents evidencing, and relating to, the agreements and
transactions which gave rise to the Accounts, including all original orders,
invoices and shipping receipts.


 


(d)           Upon the occurrence and during the
continuance of an Event of Default, a Grantor shall not grant any extension of
the time of payment of any of the Accounts, compromise, compound or settle the
same for less than the full amount thereof, release, wholly or partly, any
person liable for the payment thereof, or allow any credit or discount
whatsoever thereon if the Administrative Agent shall have instructed the
Grantors not to grant or make any


 


12

















 


such extension, credit,
discount, compromise, or settlement under any circumstances during the
continuance of such Event of Default.


 


5.2. Communications with Obligors: Grantors
Remain Liable. (a) The Administrative Agent in its own name or in the name
of others may at any time after the occurrence and during the continuance of an
Event of Default, after giving reasonable notice to the relevant Grantor of its
intent to do so, communicate with obligors under the Accounts to verify with
them to the Administrative Agent’s satisfaction the existence, amount and terms
of any Accounts. The Administrative Agent shall have the absolute right to
share any information it gains from such inspection or verification with any
Secured Party.


 


(b)         Upon the written request of the
Administrative Agent at any time after the occurrence and during the
continuance of an Event of Default, each Grantor shall notify obligors on the
Accounts that the Accounts have been assigned to the Administrative Agent for
the ratable benefit of the Secured Parties and that payments in respect thereof
shall be made directly to the Administrative Agent.


 


(c)          Anything herein to the contrary
notwithstanding, each Grantor shall remain liable under each of the Accounts to
observe and perform all the conditions and obligations to be observed and
performed by it thereunder, all in accordance with the terms of any agreement
giving rise thereto. Neither the Administrative Agent nor any Secured Party
shall have any obligation or liability under any Account (or any agreement
giving rise thereto) by reason of or arising out of this Security Agreement or
the receipt by the Administrative Agent or any Secured Party of any payment
relating thereto, nor shall the Administrative Agent or any Secured Party be
obligated in any manner to perform any of the obligations of any Grantor under
or pursuant to any Account (or any agreement giving rise thereto), to make any
payment, to make any inquiry as to the nature or the sufficiency of any payment
received by it or as to the sufficiency of any performance by any party
thereunder, to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.


 


5.3. Proceeds to be Turned Over To Administrative
Agent. In addition to the rights of the Administrative Agent and the
Secured Parties specified in Section 5.1 with respect to payments of Accounts,
if an Event of Default shall occur and be continuing and the Administrative
Agent so requires by notice in writing to the relevant Grantor (it being
understood that the exercise of remedies by the Secured Parties in connection
with an Event of Default under Section 11.5 of the Credit Agreement shall be
deemed to constitute a request by the Administrative Agent for the purposes of
this sentence and in such circumstances, no such written notice shall be
required), all Proceeds received by any Grantor consisting of cash, checks and
other near-cash items shall be held by such Grantor in trust for the
Administrative Agent and the Secured Parties, segregated from other funds of
such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over
to the Administrative Agent in the exact form received by such Grantor (duly
endorsed by such Grantor to the Administrative Agent, if required). All
Proceeds received by the Administrative Agent hereunder shall be held by the
Administrative Agent in a Collateral Account maintained under its sole dominion
and control and on terms and conditions reasonably satisfactory to the
Administrative Agent. All Proceeds while held by the Administrative Agent in a
Collateral Account (or by such Grantor in trust for the Administrative


 


13

















 


Agent and the Secured Parties) shall continue to be
held as collateral security for all the Obligations and shall not constitute
payment thereof until applied as provided in Section 5.5.


 


5.4. Application of Proceeds. The
Administrative Agent shall apply the proceeds of any collection or sale of the
Collateral as well as any Collateral consisting of cash, at any time after
receipt as follows:


 


(i)            first, to the payment of all
reasonable and documented costs and expenses incurred by the Administrative
Agent in connection with such collection or sale or otherwise in connection
with this Security Agreement, the other Credit Documents or any of the
Obligations, including all court costs and the reasonable fees and expenses of
its agents and legal counsel, the repayment of all advances made by the
Administrative Agent hereunder or under any other Credit Document on behalf of
any Grantor and any other reasonable and documented costs or expenses incurred
in connection with the exercise of any right or remedy hereunder or under any
other Credit Document;


 


(ii)           second, to the Secured Parties, an
amount equal to all Obligations owing to them on the date of any distribution,
and, if such moneys shall be insufficient to pay such amounts in full, then
ratably (without priority of any one over any other) to such Secured Parties in
proportion to the unpaid amounts thereof; and


 


(iii)          third, any surplus then remaining
shall be paid to the Grantors or their successors or assigns or to whomsoever
may be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct.


 


Upon any sale of the Collateral by the
Administrative Agent (including pursuant to a power of sale granted by statute
or under a judicial proceeding), the receipt of the Administrative Agent or of
the officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Administrative Agent or such officer or be answerable in any way
for the misapplication thereof.


 


5.5. Code and Other Remedies. If an Event of
Default shall occur and be continuing, the Administrative Agent may exercise in
respect of the Collateral, in addition to all other rights and remedies
provided for herein or otherwise available to it, all the rights and remedies
of a secured party upon default under the NY UCC or any other applicable law
and also may without notice except as specified below, sell the Collateral or
any part thereof in one or more parcels at public or private sale, at any
exchange broker’s board or at any of the Administrative Agent’s offices or
elsewhere, for cash, on credit or for future delivery, at such price or prices
and upon such other terms as are commercially reasonable irrespective of the
impact of any such sales on the market price of the Collateral. The
Administrative Agent shall be authorized at any such sale (if it deems it advisable
to do so) to restrict the prospective bidders or purchasers of Collateral to
Persons who will represent and agree that they are purchasing the Collateral
for their own account for investment and not with a view to the distribution or
sale thereof, and, upon consummation of any such sale, the Administrative Agent
shall have the right


 


14

















 


to assign, transfer and deliver to the purchaser or
purchasers thereof the Collateral so sold. Each purchaser at any such sale
shall hold the property sold absolutely free from any claim or right on the
part of any Grantor, and each Grantor hereby waives (to the extent permitted by
law) all rights of redemption, stay and/or appraisal that it now has or may at
any time in the future have under any rule of law or statute now existing or
hereafter enacted. The Administrative Agent or any Secured Party shall have the
right upon any such public sale, and, to the extent permitted by law, upon any
such private sale, to purchase the whole or any part of the Collateral so sold,
and the Administrative Agent or such Secured Party may subject to (x) the
satisfaction in full in cash of all payments due pursuant to Section 5.4(i),
and (y) the ratable satisfaction of the Obligations in accordance with Section
5.4(ii), pay the purchase price by crediting the amount thereof against the
Obligations. Each Grantor agrees that, to the extent notice of sale shall be
required by law, at least ten days’ notice to such Grantor of the time and
place of any public sale or the time after which any private sale is to be made
shall constitute reasonable notification. The Administrative Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. The Administrative Agent may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which
it was so adjourned. To the extent permitted by law, each Grantor hereby waives
any claim against the Administrative Agent arising by reason of the fact that
the price at which any Collateral may have been sold at such a private sale was
less than the price that might have been obtained at a public sale, even if the
Administrative Agent accepts the first offer received and does not offer such
Collateral to more than one offeree. Each Grantor further agrees, at the
Administrative Agent’s request, to assemble the Collateral and make it
available to the Administrative Agent at places which the Administrative Agent
shall reasonably select, whether at such Grantor’s premises or elsewhere. The
Administrative Agent shall apply the net proceeds of any action taken by it
pursuant to this Section 5.5 in accordance with the provisions of Section 5.4.


 


5.6. Deficiency. Each Grantor shall remain
liable for any deficiency if the proceeds of any sale or other disposition of
the Collateral are insufficient to pay its Obligations and the fees and
disbursements of any attorneys employed by the Administrative Agent or any
Secured Party to collect such deficiency.


 


5.7. Amendments, etc. with Respect
to the Obligations; Waiver of Rights. Each Grantor shall remain obligated
hereunder notwithstanding that, without any reservation of rights against any
Grantor and without notice to or further assent by any Grantor, (a) any demand
for payment of any of the Obligations made by the Administrative Agent or any
other Secured Party may be rescinded by such party and any of the Obligations continued,
(b) the Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Administrative Agent or any other Secured Party, (c) the Credit
Agreement, the other Credit Documents, the Letters of Credit and any other
documents executed and delivered in connection therewith and the Hedge
Agreements and any other documents executed and delivered in connection
therewith and any documents entered into with the Administrative Agent or any
of its Affiliates in connection with treasury, depositary or cash management
services or in connection with any automated clearinghouse transfer of funds
may be amended, modified, supplemented or terminated, in whole or in part, as
the Administrative Agent (or the Required


 


15

















 


Lenders, as the case may be, or, in the case of any
Hedge Agreement or documents entered into with the Administrative Agent or any
of its Affiliates in connection with treasury, depositary or cash management
services or in connection with any automated clearinghouse transfer of funds,
the party thereto) may deem advisable from time to time, and (d) any collateral
security, guarantee or right of offset at any time held by the Administrative
Agent or any other Secured Party for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Administrative
Agent nor any other Secured Party shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the
Obligations or for this Security Agreement or any property subject thereto.
When making any demand hereunder against any Grantor, the Administrative Agent
or any other Secured Party may, but shall be under no obligation to, make a
similar demand on the US Borrower or any Grantor or grantor, and any failure by
the Administrative Agent or any other Secured Party to make any such demand or
to collect any payments from the US Borrower or any Grantor or grantor or any
release of the US Borrower or any Grantor or grantor shall not relieve any
Grantor in respect of which a demand or collection is not made or any Grantor
not so released of its several obligations or liabilities hereunder, and shall
not impair or affect the rights and remedies, express or implied, or as a
matter of law, of the Administrative Agent or any other Secured Party against
any Grantor. For the purposes hereof “demand” shall include the commencement
and continuance of any legal proceedings.


 


6. The Administrative Agent.


 


6.1. Administrative Agent’s Appointment as
Attorney-in-Fact, etc.
              (a) Each Grantor hereby appoints, which
appointment is irrevocable and coupled with an interest, effective upon and
during the occurrence of an Event of Default, the Administrative Agent and any
officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the place
and stead of such Grantor and in the name of such Grantor or otherwise, for the
purpose of carrying out the terms of this Security Agreement, to take any and
all appropriate action and to execute any and all documents and instruments
which may be necessary or desirable to accomplish the purposes of this Security
Agreement, and, without limiting the generality of the foregoing, each Grantor
hereby gives the Administrative Agent the power and right, on behalf of such
Grantor, either in the Administrative Agent’s name or in the name of such
Grantor or otherwise, without assent by such Grantor, to do any or all of the
following, in each case after and during the occurrence of an Event of Default
and after written notice by the Administrative Agent of its intent to do so:


 


(i)            take possession of and endorse and
collect any checks, drafts, notes, acceptances or other instruments for the payment
of moneys due under any Account or with respect to any other Collateral and
file any claim or take any other action or proceeding in any court of law or
equity or otherwise deemed appropriate by the Administrative Agent for the
purpose of collecting any and all such moneys due under any Account or with
respect to any other Collateral whenever payable;


 


(ii)           in the case of any Intellectual
Property, execute and deliver, and have recorded, any and all agreements,
instruments, documents and papers as the Administrative Agent may request to
evidence the Administrative Agent’s and the Secured Parties’ Security Interest
in such Intellectual Property and the


 


16

















 


goodwill and general
intangibles of such Grantor relating thereto or represented thereby;


 


(iii)          pay or discharge taxes and Liens
levied or placed on or threatened against the Collateral;


 


(iv)          execute, in connection with any sale
provided for in Section 5.5, any endorsements, assignments or other instruments
of conveyance or transfer with respect to the Collateral;


 


(v)           obtain and adjust insurance required
to be maintained by such Grantor or paid to the Administrative Agent pursuant
to Section 4.4;


 


(vi)          direct any party liable for any
payment under any of the Collateral to make payment of any and all moneys due
or to become due thereunder directly to the Administrative Agent or as the
Administrative Agent shall direct;


 


(vii)         ask or demand for, collect and receive
payment of and receipt for, any and all moneys, claims and other amounts due or
to become due at any time in respect of or arising out of any Collateral;


 


(viii)        sign and endorse any invoices, freight
or express bills, bills of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications, notices and other documents in
connection with any of the Collateral;


 


(ix)           commence and prosecute any suits,
actions or proceedings at law or in equity in any court of competent
jurisdiction to collect the Collateral or any portion thereof and to enforce
any other right in respect of any Collateral;


 


(x)            defend any suit, action or
proceeding brought against such Grantor with respect to any Collateral (with
such Grantor’s consent to the extent such action or its resolution could materially
affect such Grantor or any of its Affiliates in any manner other than with
respect to its continuing rights in such Collateral);


 


(xi)           settle, compromise or adjust any such
suit, action or proceeding and, in connection therewith, give such discharges
or releases as the Administrative Agent may deem appropriate (with such Grantor’s
consent to the extent such action or its resolution could materially affect
such Grantor or any of its Affiliates in any manner other than with respect to
its continuing rights in such Collateral);


 


(xii)          assign any Copyright, Patent or
Trademark (along with the goodwill of the business to which any such Copyright,
Patent or Trademark pertains), throughout the world for such term or terms, on
such conditions, and in such manner, as the Administrative Agent shall in its
sole discretion determine; and


 


(xiii)         generally, sell, transfer, pledge and
make any agreement with respect to or otherwise deal with any of the Collateral
as fully and completely as though


 


17

















 


the Administrative Agent
were the absolute owner thereof for all purposes, and do, at the Administrative
Agent’s option and such Grantor’s expense, at any time, or from time to time,
all acts and things that the Administrative Agent deems necessary to protect,
preserve or realize upon the Collateral and the Administrative Agent’s and the
Secured Parties’ Security Interests therein and to effect the intent of this
Security Agreement, all as fully and effectively as such Grantor might do.


 


Anything in this Section 6.1(a) to the contrary
notwithstanding, the Administrative Agent agrees that it will not exercise any
rights under the power of attorney provided for in this Section 6.1(a) unless
an Event of Default shall have occurred and be continuing.


 


(b)           If any Grantor fails to perform or
comply with any of its agreements contained herein, the Administrative Agent,
at its option, but without any obligation so to do, may perform or comply, or
otherwise cause performance or compliance, with such agreement.


 


(c)           The expenses of the Administrative
Agent incurred in connection with actions undertaken as provided in this
Section 6.1, together with interest thereon at a rate per annum equal to the
highest rate per annum at which interest would then be payable on any category
of past due ABR Loans under the Credit Agreement, from the date of payment by
the Administrative Agent to the date reimbursed by the relevant Grantor, shall
be payable by such Grantor to the Administrative Agent on demand.


 


(d)           Each Grantor hereby ratifies all that
said attorneys shall lawfully do or cause to be done by virtue hereof. All
powers, authorizations and agencies contained in this Security Agreement are
coupled with an interest and are irrevocable until this Security Agreement is
terminated and the Security Interests created hereby are released.


 


6.2. Duty of Administrative Agent. The
Administrative Agent’s sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under Section 9-207
of the NY UCC or otherwise, shall be to deal with it in the same manner as the
Administrative Agent deals with similar property for its own account. The
Administrative Agent shall be deemed to have exercised reasonable care in the
custody and preservation of any Collateral in its possession if such Collateral
is accorded treatment substantially equal to that which the Administrative
Agent accords its own property. Neither the Administrative Agent, any Secured
Party nor any of their respective officers, directors, employees or agents
shall be liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so or shall be under any obligation to
sell or otherwise dispose of any Collateral upon the request of any Grantor or
any other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof. The powers conferred on the Administrative
Agent and the Secured Parties hereunder are solely to protect the Administrative
Agent’s and the Secured Parties’ interests in the Collateral and shall not
impose any duty upon the Administrative Agent or any Secured Party to exercise
any such powers. The Administrative Agent and the Secured Parties shall be
accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their officers, directors,
employees or agents shall be responsible to any Grantor for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct.


 


18

















 


6.3. Authority of Administrative Agent. Each
Grantor acknowledges that the rights and responsibilities of the Administrative
Agent under this Security Agreement with respect to any action taken by the
Administrative Agent or the exercise or non-exercise by the Administrative
Agent of any option, voting right, request, judgment or other right or remedy
provided for herein or resulting or arising out of this Security Agreement
shall, as between the Administrative Agent and the Secured Parties, be governed
by the Credit Agreement and by such other agreements with respect thereto as
may exist from time to time among them, but, as between the Administrative
Agent and the Grantors, the Administrative Agent shall be conclusively presumed
to be acting as agent for the Secured Parties with full and valid authority so
to act or refrain from acting, and no Grantor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.


 


6.4. Security Interest Absolute. All rights
of the Administrative Agent hereunder, the security interest and all
obligations of the Grantors hereunder shall be absolute and unconditional.


 


6.5. Continuing Security Interest; Assignments
Under the Credit Agreement  Release.
(a) This Security Agreement shall remain in full force and effect and be
binding in accordance with and to the extent of its terms upon each Grantor and
the successors and assigns thereof and shall inure to the benefit of the
Administrative Agent and the other Secured Parties and their respective
successors, indorsees, transferees and assigns until all Obligations under the
Credit Documents and the obligations of each Grantor under this Security
Agreement shall have been satisfied by payment in full, the Commitments shall
be terminated and no Letters of Credit shall be outstanding, notwithstanding
that from time to time during the term of the Credit Agreement and any Hedge
Agreement the Credit Parties may be free from any Obligations. This Security
Agreement and the security interest granted hereby shall terminate on the first
date on which all the Obligations under the Credit Documents shall have been
satisfied by payment in full, the Commitments shall be terminated and no
Letters of Credit shall be outstanding.


 


(b)                A Subsidiary Grantor shall
automatically be released from its obligations hereunder and the Security
Interest in the Collateral of such Subsidiary Grantor shall be automatically
released upon the consummation of any transaction permitted by the Credit
Agreement as a result of which such Subsidiary Grantor ceases to be a Domestic
Subsidiary of the US Borrower.


 


(c)                 Upon any sale or other transfer
by any Grantor of any Collateral that is permitted under the Credit Agreement,
or upon the effectiveness of any written consent to the release of the security
interest granted hereby in any Collateral pursuant to Section 14.1 of the
Credit Agreement, the Security Interest in such Collateral shall be automatically
released and such Collateral sold free and clear of the Lien and Security
Interests created hereby.


 


(d)                In connection with any
termination or release pursuant to paragraph (a), (b) or (c), the
Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s
expense, all documents that such Grantor shall reasonably request to evidence
such termination or release. Any execution and delivery of documents pursuant
to this Section 6.5 shall be without recourse to or warranty by the
Administrative Agent.


 


19

















 


6.6. Reinstatement. This Security Agreement
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Obligations is rescinded or
must otherwise be restored or returned by the Administrative Agent or any other
Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the US Borrower or any other Credit Party, or upon or as a result of the appointment of
a receiver, intervenor or conservator of, or trustee or similar officer for,
the US Borrower or any other Credit Party or any substantial part of its
property, or otherwise, all as though such payments had not been made.


 


7. Administrative Agent As Agent.


 


(a)           Credit Suisse First Boston has been
appointed to act as Administrative Agent hereunder by the Lenders and, by their
acceptance of the benefits hereof, the other Secured Parties. The
Administrative Agent shall be obligated, and shall have the right hereunder, to
make demands, to give notices, to exercise or refrain from exercising any
rights, and to take or refrain from taking any action (including the release or
substitution of Collateral), solely in accordance with this Security Agreement
and the Credit Agreement, provided that the Administrative Agent shall
exercise, or refrain from exercising, any remedies provided for in Section 5 in
accordance with the instructions of (i) Required Lenders or (ii) after the
termination of this Security Agreement. In furtherance of the foregoing
provisions of this Section 7(a), each Secured Party, by its acceptance of the
benefits hereof, agrees that it shall have no right individually to realize
upon any of the Collateral hereunder, it being understood and agreed by such
Secured Party that all rights and remedies hereunder may be exercised solely by
the Administrative Agent for the ratable benefit of the Lenders and Secured
Parties in accordance with the terms of this Section 7(a).


 


(b)           The Administrative Agent shall at all
times be the same Person that is the Administrative Agent under the Credit
Agreement. Written notice of resignation by the Administrative Agent pursuant
to Section 12.9 of the Credit Agreement shall also constitute notice of
resignation as Administrative Agent under this Security Agreement; removal of
the Administrative Agent shall also constitute removal as Administrative Agent
under this Security Agreement; and appointment of a successor Administrative
Agent pursuant to Section 12.9 of the Credit Agreement shall also constitute
appointment of a successor Administrative Agent under this Security Agreement.
Upon the acceptance of any appointment as Administrative Agent under Section
12.9 of the Credit Agreement by a successor Administrative Agent, that
successor Administrative Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring or removed
Administrative Agent under this Security Agreement, and the retiring or removed
Administrative Agent under this Security Agreement shall promptly (i) transfer
to such successor Administrative Agent all sums, securities and other items of
Collateral held hereunder, together with all records and other documents
necessary or appropriate in connection with the performance of the duties of
the successor Administrative Agent under this Security Agreement, and (ii)
execute and deliver to such successor Administrative Agent such amendments to
fmancing statements and take such other actions, as may be necessary or
appropriate in connection with the assignment to such successor Administrative
Agent of the Security Interests created hereunder, whereupon such retiring or
removed Administrative Agent shall be discharged from its duties and
obligations under this Security Agreement. After any retiring or removed
Administrative Agent’s resignation or


 


20
















 


removal hereunder as
Administrative Agent, the provisions of this Security Agreement shall inure to
its benefit as to any actions taken or omitted to be taken by it under this
Security Agreement while it was Administrative Agent hereunder.


 


(c) The Administrative Agent shall not be
deemed to have any duty whatsoever with respect to any Secured Party that is a
counterparty to a Hedge Agreement the obligations under which constitute
Obligations, until it shall have received written notice in form and substance
satisfactory to the Administrative Agent from a Grantor or any such Secured
Party as to the existence and terms of the applicable Hedge Agreement.


 


8. Miscellaneous.


 


8.1. Amendments in Writing. None of the terms
or provisions of this Security Agreement may be waived, amended, supplemented
or otherwise modified except by a written instrument executed by the affected
Grantor and the Administrative Agent in accordance with Section 14.1 of
the Credit Agreement.


 


8.2. Notices. All notices, requests and demands
pursuant hereto shall be made in accordance with Section 14.2 of the
Credit Agreement. All communications and notices hereunder to any Subsidiary
Grantor shall be given to it in care of the US Borrower at the US Borrower’s
address set forth in Section 14.2 of the Credit Agreement.


 


8.3. No Waiver by Course of Conduct; Cumulative
Remedies. Neither the Administrative Agent nor any Secured Party shall by
any act (except by a written instrument pursuant to Section 8.1 hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default or Event of Default or in
any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of the Administrative Agent or any
other Secured Party, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Administrative Agent or
any other Secured Party of any right or remedy hereunder on any one occasion
shall not be construed as a bar to any right or remedy that the Administrative
Agent or such other Secured Party would otherwise have on any future occasion.
The rights, remedies, powers and privileges herein provided are cumulative, may
be exercised singly or concurrently and are not exclusive of any other rights
or remedies provided by law.


 


8.4. Enforcement Expenses; Indemnification. (a) Each
Grantor agrees to pay any and all expenses (including all reasonable fees and
disbursements of counsel) that may be paid or incurred by any Secured Party in
enforcing, or obtaining advice of counsel in respect of, any rights with
respect to, or collecting, any or all of the Obligations and/or enforcing any
rights with respect to, or collecting against, such Grantor under this Security
Agreement.


 


(b)         Each Grantor agrees to pay, and to save
the Administrative Agent and the Secured Parties harmless from, any and all
liabilities with respect to, or resulting from any delay in paying, any and all
stamp, excise, sales or other taxes which may be payable or determined to


 


21

















 


be payable with respect to
any of the Collateral or in connection with any of the transactions
contemplated by this Security Agreement.


 


(c)          Each Grantor agrees to pay, and to
save the Administrative Agent and the Secured Parties harmless from, any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration
of this Security Agreement to the extent either of the Borrowers would be
required to do so pursuant to Section 12.7 of the Credit Agreement.


 


(d)         The agreements in this Section 8.4
shall survive repayment of the Obligations and all other amounts payable under
the Credit Agreement and the other Credit Documents.


 


8.5. Successors and Assigns. The provisions
of this Security Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted
hereby, except that no Grantor may assign, transfer or delegate any of its
rights or obligations under this Security Agreement without the prior written
consent of the Administrative Agent except pursuant to a transaction permitted
by the Credit Agreement.


 


8.6. Counterparts. This Security Agreement
may be executed by one or more of the parties to this Security Agreement on any
number of separate counterparts (including by facsimile or other electronic
transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Security
Agreement signed by all the parties shall be lodged with the Administrative
Agent and the US Borrower.


 


8.7. Severability. Any provision of this
Security Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction. The parties hereto shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.


 


8.8. Section Headings. The Section headings
used in this Security Agreement are for convenience of reference only and are
not to affect the construction hereof or be taken into consideration in the
interpretation hereof.


 


8.9. Integration. This Security Agreement
represents the agreement of each of the Grantors with respect to the subject
matter hereof and there are no promises, undertakings, representations or
warranties by the Administrative Agent or any other Secured Party relative to the
subject matter hereof not expressly set forth or referred to herein or in the
other Credit Documents.


 


8.10. GOVERNING LAW. THIS SECURITY AGREEMENT
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED


 


22

















 


BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK


 


8.11. Submission To Jurisdiction; Waivers.
Each Grantor hereby irrevocably and unconditionally:


 


(a)          submits for itself and its property in
any legal action or proceeding relating to this Security Agreement and the
other Credit Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the United
States of America for the Southern District of New York, and appellate courts
from any thereof;


 


(b)         consents that any such action or
proceeding may be brought in such courts and waives any objection that it may
now or hereafter have to the venue of any such action or proceeding in any such
court or that such action or proceeding was brought in an inconvenient court
and agrees not to plead or claim the same;


 


(c)          agrees that service of process in any
such action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail),
postage prepaid, to such Grantor at its address referred to in Section 8.2
or at such other address of which the Administrative Agent shall have been
notified pursuant thereto;


 


(d)         agrees that nothing herein shall affect
the right of the Administrative Agent or any other Secured Party to effect
service of process in any other manner permitted by law or shall limit the
right of the Administrative Agent or any Secured Party to sue in any other
jurisdiction; and


 


(e)          waives, to the maximum extent not
prohibited by law, any right it may have to claim or recover in any legal
action or proceeding referred to in this Section 8.11 any special,
exemplary, punitive or consequential damages.


 


8.12. Acicnowledgments. Each Grantor hereby
acknowledges that:


 


(a)          it has been advised by counsel in the
negotiation, execution and delivery of this Security Agreement and the other
Credit Documents to which it is a party;


 


(b)         neither the Administrative Agent nor
any other Secured Party has any fiduciary relationship with or duty to any
Grantor arising out of or in connection with this Security Agreement or any of
the other Credit Documents, and the relationship between the Grantors, on the
one hand, and the Administrative Agent and the other Secured Parties, on the
other hand, in connection herewith or therewith is solely that of debtor and
creditor; and


 


(c) no joint venture is created hereby or by
the other Credit Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Lenders and any other Secured Party or among the
Grantors and the Lenders and any other Secured Party.


 


8.13. Additional Grantors. Each Subsidiary of
the US Borrower that is required to become a party to this Security Agreement
pursuant to Section 9.11 of the Credit Agreement


 


23

















 


shall become a Grantor, with the same force and
effect as if originally named as a Grantor herein, for all purposes of this
Agreement upon execution and delivery by such Subsidiary of a Supplement
substantially in the form of Annex 1 hereto. The execution and delivery of any
instrument adding an additional Grantor as a party to this Security Agreement
shall not require the consent of any other Grantor hereunder. The rights and
obligations of each Grantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Grantor as a party to this Security
Agreement.


 


8.14. WAIVER OF JURY TRIAL. EACH GRANTOR
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT, ANY OTHER CREDIT DOCUMENT
AND FOR ANY COUNTERCLAIM THEREIN.


 


24

















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


ANNEX 1 TO THE


SECURITY AGREEMENT


 


SUPPLEMENT
NO. [  ] dated as of
[                  ],
tothe Security Agreement dated as of July 30, 2004, among ROCKWOOD
SPECIALTIES GROUP, INC., a Delaware corporation (the “US Borrower”),
ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation (“Holdings”),
each subsidiary of the US Borrower listed on Schedule 1 thereto (each such
subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary
Grantors”; the Subsidiary Grantors, Holdings and the US Borrower are
referred to collectively herein as the “Grantors”), CREDIT SUISSE FIRST
BOSTON, acting through its Cayman Islands Branch, as administrative agent (in
such capacity, the “Administrative Agent”) for the lenders (the “Lenders”)
from time to time parties to the Credit Agreement referred to below.


 


A.     Reference is made to (a) the Credit
Agreement dated as of July 30, 2004 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among the US
Borrower, Rockwood Specialties Limited, a company incorporated under the laws
of England and Wales (the “UK Borrower” and, together with the US
Borrower, the “Borrowers”), Holdings, the Lenders, the Administrative
Agent, UBS Securities LLC and Goldman Sachs Credit Partners L.P., as
co-syndication agents and (b) the Guarantee dated as of July 30, 2004
(as amended, supplemented or otherwise modified from time to time, the “Guarantee”),
among the US Borrower, Holdings, the Subsidiary Guarantors party thereto and
the Administrative Agent.


 


B.      Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Security Agreement.


 


C.      The Grantors have entered into the
Security Agreement in order to induce Administrative Agent, the Co-Syndication
Agents, the Lenders and the Letter of Credit Issuer to enter into the Credit
Agreement and to induce the Lenders and the Letter of Credit Issuer to make
their respective Extensions of Credit to the Borrowers under the Credit
Agreement and to induce one or more Lenders or Affiliates of Lenders to enter
into Hedge Agreements with the Borrowers and/or the Restricted Subsidiaries.


 


D.      Section 9.11 of the Credit Agreement
and Section 8.13 of the Security Agreement provide that each Subsidiary of
the US Borrower that is required to become a party to the Security Agreement
pursuant to Section 9.11 of the Credit Agreement shall become a Grantor,
with the same force and effect as if originally named as a Grantor therein, for
all purposes of the Security Agreement upon execution and delivery by such
Subsidiary of an instrument in the form of this Supplement. Each undersigned
Subsidiary (each a “New Grantor”) is executing this Supplement in
accordance with the requirements of the Security Agreement to become a
Subsidiary Grantor under the Security Agreement in order to induce the Lenders
and


 

















 


the Letter of Credit
Issuer to make additional Extensions of Credit and as consideration for
Extensions of Credit previously made.


 


Accordingly, the Administrative Agent and the New
Grantors agree as follows:


 


SECTION 1. In accordance with Section 8.13
of the Security Agreement, each New Grantor by its signature below becomes a
Grantor under the Security Agreement with the same force and effect as if
originally named therein as a Grantor and each New Grantor hereby (a) agrees
to all the terms and provisions of the Security Agreement applicable to it as a
Grantor thereunder and (b) represents and warrants that the
representations and warranties made by it as a Grantor thereunder are true and
correct on and as of the date hereof. In furtherance of the foregoing, each New
Grantor, as security for the payment and performance in full of the
Obligations, does hereby bargain, sell, convey, assign, set over, mortgage,
pledge, hypothecate and transfer to the Administrative Agent, and hereby grants
to the Administrative Agent, for the ratable benefit of the Secured Parties, a
Security Interest in all of the Collateral of such New Grantor. Each reference
to a “Grantor” in the Security Agreement shall be deemed to include each New
Grantor. The Security Agreement is hereby incorporated herein by reference.


 


SECTION 2. Each New Grantor represents and
warrants to the Administrative Agent and the other Secured Parties that this
Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms.


 


SECTION 3. This Supplement may be executed by
one or more of the parties to this Supplement on any number of separate
counterparts (including by facsimile or other electronic transmission), and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument. A set of the copies of this Supplement signed by all the
parties shall be lodged with the Administrative Agent and the US Borrower. This
Supplement shall become effective as to each New Grantor when the
Administrative Agent shall have received counterparts of this Supplement that,
when taken together, bear the signatures of such New Grantor and the
Administrative Agent.


 


SECTION 4. Each New Grantor hereby represents
and warrants that (a) set forth on Schedule I attached hereto is a true
and correct schedule of the location of any and all Collateral of such New
Grantor, (b) set forth under its signature hereto is (i) the legal
name of such New Grantor, (ii) the jurisdiction of incorporation or
organization of such New Grantor, (iii) the true and correct location of
the chief executive office and principal place of business and any office in
which it maintains books or records relating to Collateral owned by it, (iv) the
identity or type of organization or corporate structure of such New Grantor and
(v) the Federal Taxpayer Identification Number and organizational number
of such New Grantor and (c) as of the date hereof (i) Schedule II
hereto sets forth all of each New Grantor’s Copyright Licenses, (ii) Schedule
III hereto sets forth, in proper form for filing with the United States
Copyright Office, all of each New Grantor’s Copyrights (and all applications
therefor), (iii) Schedule IV hereto sets forth all of each New Grantor’s
Patent Licenses, (iv) Schedule V hereto sets forth, in proper form for
filing with the United States Patent and Trademark Office, all of each New
Grantor’s Patents (and all applications therefor), (v) Schedule VI hereto
sets forth all of each New Grantor’s Trademark Licenses, (vi) Schedule VII
hereto sets forth, in proper form for filing


 


2

















 


with the United States Patent and Trademark Office,
all of each New Grantor’s Trademarks (and all applications therefor).


 


SECTION 5. Except as expressly supplemented
hereby, the Security Agreement shall remain in full force and effect.


 


SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 7. Any provision of this Supplement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and in
the Security Agreement, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.


 


SECTION 8. All notices, requests and demands
pursuant hereto shall be made in accordance with Section 14.2 of the
Credit Agreement. All communications and notices hereunder to each New Grantor
shall be given to it in care of the US Borrower at the US Borrower’s address
set forth in Section 14.2 of the Credit Agreement.


 


SECTION 9. Each New Grantor agrees to reimburse
the Administrative Agent for its reasonable out-of-pocket expenses in
connection with this Supplement, including the reasonable fees, other charges
and disbursements of counsel for the Administrative Agent.


 


IN WITNESS WHEREOF, each New Grantor and the
Administrative Agent have duly executed this Supplement to the Security
Agreement as of the day and year first above written.


 


	
   

  	
  [NAME OF NEW GRANTOR],

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST BOSTON, acting through its
  Cayman Islands Branch, as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  



 


3

















 


	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


4
















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


SCHEDULE I


TO SUPPLEMENT NO.      TO
THE


SECURITY AGREEMENT


 


COLLATERAL


 


Legal Name Jurisdiction of Location of Chief


Incorporation or Executive Office Organization and
Principal


Place of Business


 


 


Type of Organization or Corporate Structure


 


Federal Taxpayer Identification Number and  Organizational Identification  Number


 

















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


SCHEDULE II


TO SUPPLEMENT NO.      TO
THE


SECURITY AGREEMENT


 


COPYRIGHT LICENSES


 

















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


SCHEDULE III


TO SUPPLEMENT NO.      TO
THE


SECURITY AGREEMENT


 


COPYRIGHTS


 


	
   

  	
   

  	
   

  	
   

  	
  Registration

  
	
  Registered Owner/Grantor

  	
   

  	
  Title

  	
   

  	
  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


SCHEDULE IV


TO SUPPLEMENT NO.      TO
THE


SECURITY AGREEMENT


 


PATENT LICENSES


 

















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


SCHEDULE V


TO SUPPLEMENT NO.      TO
THE


SECURITY AGREEMENT


 


PATENTS


 

















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


SCHEDULE VI


TO SUPPLEMENT NO.      TO
THE


SECURITY AGREEMENT


 


TRADEMARK LICENSES


 

















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


SCHEDULE VII


TO SUPPLEMENT NO.      TO
THE


SECURITY AGREEMENT


 


TRADEMARKS


 


Domestic Trademarks


 




	
  Registered

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Application

  
	
  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  No.

  	
   

  	
  No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


Foreign Trademarks


 




	
  Registered

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Application Country

  
	
  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  No.

  	
   

  	
  No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 

















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


ANNEX 2 TO THE


SECURITY AGREEMENT


 


SUPPLEMENT
NO. [ ] dated as of
[          ], to the Security
Agreement dated as of [        ], 2004,
among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the “US Borrower”),
ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation (“Holdings”),
each subsidiary of the US Borrower listed on Schedule 1 thereto (each such
subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary
Grantors”; the Subsidiary Grantors, Holdings and the US Borrower are
referred to collectively herein as the “Grantors”), CREDIT SUISSE FIRST
BOSTON, acting through its Cayman Islands Branch, as administrative agent (in
such capacity, the “Administrative Agent”) for the lenders (the “Lenders”)
from time to time parties to the Credit Agreement referred to below.


 


A.       Reference is made to (a) the Credit
Agreement dated as of July 30, 2004 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among the US
Borrower, Rockwood Specialties Limited, a company incorporated under the laws
of England and Wales (the “UK Borrower” and, together with the US
Borrower, the “Borrowers”), Holdings, the Lenders, the Administrative
Agent, UBS Securities LLC and Goldman Sachs Credit Partners L.P., as
co-syndication agents and (b) the Guarantee dated as of July 30, 2004
(as amended, supplemented or otherwise modified from time to time, the “Guarantee”),
among the US Borrower, Holdings, the Subsidiary Guarantors party thereto and
the Administrative Agent.


 


B.        Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Security Agreement.


 


C.        The Grantors have entered into the
Security Agreement in order to induce the Administrative Agent, the
Co-Syndication Agents, the Lenders and the Letter of Credit Issuer to enter
into the Credit Agreement and to induce the Lenders and the Letter of Credit
Issuer to make their respective Extensions of Credit to the Borrowers under the
Credit Agreement and to induce one or more Lenders or Affiliates of Lenders to
enter into Hedge Agreements with the Borrowers. Pursuant to Section 4.1(b) of
the Security Agreement, within 30 days after the end of each calendar quarter,
each Grantor has agreed to deliver to the Administrative Agent a written
supplement substantially in the form of Annex 2 thereto with respect to any
additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks
and Trademark Licenses acquired by such Grantor after the date of the Credit
Agreement. The Grantors have identified the additional Copyrights, Copyright
Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses acquired
by such Grantors after the date of the Credit Agreement set forth on Schedule I, II, III, IV,
V and VI hereto. The undersigned Grantors are executing this Supplement in
order to facilitate supplemental filings to be made by the Administrative Agent
with the United States Copyright Office and the United States Patent and
Trademark Office.


 


Accordingly, the Administrative Agent and the
Grantors agree as follows:


 

















 


SECTION 1. (a) Schedule 1 of the Security
Agreement is hereby supplemented, as applicable, by the information set forth
in Schedule I hereto, (b) Schedule 2 of the Security Agreement is hereby
supplemented, as applicable, by the information set forth in Schedule II
hereto, (c) Schedule 3 of the Security Agreement is hereby supplemented,
as applicable, by the information set forth in Schedule III hereto, (d) Schedule
4 of the Security Agreement is hereby supplemented, as applicable, by the
information set forth in Schedule IV hereto, (e) Schedule 5 of the
Security Agreement is hereby supplemented, as applicable, by the information
set forth in Schedule V hereto, and (f) Schedule 6 of the Security
Agreement is hereby supplemented, as applicable, by the information set forth
in Schedule VI hereto.


 


SECTION 3. Each Grantor hereby represents and
warrants that the information set forth on Schedules I, H, III, IV, V
and VI hereto is true and correct.


 


SECTION 2. This Supplement may be executed by
one or more of the parties to this Supplement on any number of separate
counterparts (including by facsimile or other electronic transmission), and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument. A set of the copies of this Supplement signed by all the
parties shall be lodged with the Administrative Agent and the US Borrower. This
Supplement shall become effective as to each Grantor when the Administrative
Agent shall have received counterparts of this Supplement that, when taken
together, bear the signatures of such Grantor and the Administrative Agent.


 


SECTION 4. Except as expressly supplemented
hereby, the Security Agreement shall remain in full force and effect.


 


SECTION 5. THIS SUPPLEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


SECTION 6. Any provision of this Supplement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof and in the Security
Agreement, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction. The parties hereto shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.


 


SECTION 7. All notices, requests and demands
pursuant hereto shall be made in accordance with Section 14.2 of the
Credit Agreement. All communications and notices hereunder to each Grantor
shall be given to it in care of the US Borrower at the US Borrower’s address
set forth in Section 14.2 of the Credit Agreement.


 


SECTION 8. Each Grantor agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, other charges and disbursements
of counsel for the Administrative Agent.


 


2

















 


IN WITNESS WHEREOF, each Grantor and the
Administrative Agent have duly executed this Supplement to the Security
Agreement as of the day and year first above written.


 


	
   

  	
  [GRANTOR],

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST BOSTON, acting through its
  Cayman Islands Branch, as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


3
















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


SCHEDULE I


TO SUPPLEMENT NO.      TO
THE


SECURITY AGREEMENT


 


COPYRIGHT LICENSES


 

















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


SCHEDULE II


TO SUPPLEMENT NO.      TO
THE


SECURITY AGREEMENT


 


COPYRIGHTS


 


	
  Registered Owner/Grantor

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


SCHEDULE III


TO SUPPLEMENT NO.      TO
THE


SECURITY AGREEMENT


 


PATENT LICENSES


 

















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


SCHEDULE IV


TO SUPPLEMENT NO.      TO
THE


SECURITY AGREEMENT


 


PATENTS


 

















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


SCHEDULE V


TO SUPPLEMENT NO.      TO
THE


SECURITY AGREEMENT


 


TRADEMARK LICENSES


 

















 


ANNEX A TO THE


PLEDGE AGREEMENT


 


SCHEDULE VI


TO SUPPLEMENT NO.      TO
THE


SECURITY AGREEMENT


 


TRADEMARKS


 


Domestic Trademarks


 


	
  Registered

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Application

  
	
  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  No.

  	
   

  	
  No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Foreign Trademarks


 


	
  Registered

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Application Country

  
	
  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  No.

  	
   

  	
  No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


EXHIBIT J-2


 


FORMS OF SINGAPORE PLEDGE AGREEMENTS


 


SINGAPORE PLEDGE dated 30 July 2004
and intended to come into effect on 31 July 2004, among ROCKWOOD
SPECIALTIES GROUP, INC., a Delaware corporation (the “Pledgor”) and
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as
administrative agent and collateral agent (in such capacity, the “Administrative
Agent”) for the lenders (the “Lenders”) from time to time parties to
the Credit Agreement dated as of 30 July, 2004 (as the same may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the Pledgor, Rockwood Specialties Limited, a company incorporated under
the laws of England and Wales (the “UK Borrower” and, together with the
Pledgor, the “Borrowers”), Rockwood Specialties International, Inc.,
a Delaware corporation (“Holdings”), the Lenders, the
Administrative Agent and Goldman Sachs Credit Partners L.P. and UBS Loan
Finance LLC, as co-syndication agents (in such capacity, the “Co-Syndication
Agents”) for the Lenders.


 


WITNESSETH:


 


WHEREAS, (a) pursuant to the Credit Agreement,
the Lenders have severally agreed to make Loans to the Borrowers and the Letter
of Credit Issuer has agreed to issue Letters of Credit for the account of the
Borrowers (collectively, the “Extensions of Credit”) upon the terms and
subject to the conditions set forth therein and (b) one or more Lenders or
Affiliates of Lenders may from time to time enter into Hedge Agreements with
the Borrowers;


 


WHEREAS, the Pledgor acknowledges that it will
derive substantial direct and indirect benefit from the making of the
Extensions of Credit;


 


WHEREAS, it is a condition precedent to the
obligation of the Lenders and the Letter of Credit Issuer to make their
respective Extensions of Credit to the Borrowers under the Credit Agreement
that the Pledgor shall have executed and delivered this Pledge to the
Administrative Agent for the ratable benefit of the Secured Parties; and


 


WHEREAS, the Pledgor is the legal and beneficial
owner of the shares described under Schedule 1 hereto and issued by Rockwood
Specialties (Singapore) Pte Limited (the “Charged Company”) (the pledged
shares described above are, together with any shares obtained in the future of
the Charged Company (the “After-acquired Shares”), referred to
collectively herein as the “Pledged Shares”).


 


NOW, THEREFORE, in consideration of the premises and
to induce the Administrative Agent, the Co-Syndication Agents, the Lenders and
the Letter of Credit Issuer to enter into the Credit Agreement and to induce
the Lenders and the Letter of Credit Issuer to make their respective Extensions
of Credit to the Borrowers under the Credit Agreement and to 


 

















 


induce one or more Lenders or Affiliates of Lenders
to enter into Hedge Agreements with the Borrowers, the Pledgor hereby agrees
with the Administrative Agent, for the ratable benefit of the Secured Parties,
as follows:


 


1.                                       Defined Terms.


 


(a)                                       Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.


 


(b)                                      As used herein, the term “Act” means the Conveyancing and Law of Property
Act, Chapter 61 of Singapore.


 


(c)                                       As used herein, the term “Equity Interests” means securities and
investments of any kind in a limited liability company, shares of capital
stock, partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other equity ownership interests in
a Person of whatever nature, any warrants, options or other rights entitling
the holder thereof to subscribe for, purchase or acquire any of the foregoing
and all other rights attaching or relating to securities or investments or
other securities or investments in the future deriving from any of the
foregoing.


 


(d)                                      As used herein, the term “Obligations” means the collective
reference to (i) the due and punctual payment of (x) the principal of
and premium, if any, and interest at the applicable rate provided in the Credit
Agreement (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Loans, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (y) each payment required to be made by the Borrowers under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral, and (z) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Borrowers or any other Credit Party to
any of the Secured Parties under the Credit Agreement and the other Credit
Documents, (ii) the due and punctual performance of all covenants,
agreements, obligations and liabilities of the Borrowers under or pursuant to
the Credit Agreement and the other Credit Documents, (iii) the due and
punctual payment and performance of all the covenants, agreements, obligations
and liabilities of each other Credit Party under or pursuant to this Pledge or
the other Credit Documents, (iv) the due and punctual payment and
performance of all obligations of each Credit Party under each Hedge Agreement
that (x) is in effect on the Closing Date with a counterparty that is a
Lender or an Affiliate of a Lender as of the Closing Date or (y) is
entered into after the Closing Date with any counterparty that is a Lender or
an Affiliate of a Lender at the time such Hedge Agreement is entered into and (v) the
due and punctual payment and performance of all obligations in respect of
overdrafts and related liabilities owed to the Administrative Agent or its
Affiliates arising from or in connection with treasury, depositary or cash
management services or in connection with any automated clearinghouse transfer
of funds.


 


2

















 


(e)                                       As used herein, the term “Secured Parties” means (i) the
Lenders, (ii) the Letter of Credit Issuer, (iii) the Swingline
Lender, (iv) the Administrative Agent, (v) the Co-Syndication Agents,
(vi) each counterparty to a Hedge Agreement the obligations under which
constitute Obligations, (vii) the beneficiaries of each indemnification
obligation undertaken by any Credit Party under any Credit Document and (viii) any
successors, indorsees, transferees and assigns of each of the foregoing.


 


(f)                                         References to “Lenders” in this Pledge shall be deemed to include
Affiliates of Lenders that may from time to time enter into Hedge Agreements
with the Borrowers.


 


(g)                                      The words “hereof,” “herein” and “hereunder” and words of similar import
when used in this Pledge shall refer to this Pledge as a whole and not to any
particular provision of this Pledge, and Section references are to
Sections of this Pledge unless otherwise specified. The words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without
limitation”.


 


(h)                                      The meanings given to terms defined herein shall be equally applicable to
both the singular and plural forms of such terms.


 


(i)                                          Unless expressly provided to the contrary, a Person (other than the
Secured Parties) who is not a party hereto has no right under the Contracts
(Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy
the benefit of any term of this Pledge. Notwithstanding any terms herein, the
consent of any Person not party hereto is not required for any variation
(including any release or compromise of any liability under) or termination of
this Pledge.


 


2. Grant
of Security. The Pledgor, as
beneficial owner and as a continuing security for the due and punctual payment
and discharge of all Obligations, hereby charges and agrees to charge in favour
of the Administrative Agent (for the ratable benefit of the Secured Parties) by
way of first fixed charge and assigns, and agrees to assign absolutely to the
Administrative Agent (for the ratable benefit of the Secured Parties), all of
the Pledgor’s right, title and interest in the following, whether now owned or
existing or hereafter acquired or existing (collectively, the “Collateral”):


 


(a)                                       the Pledged Shares held by the Pledgor and the certificates representing
such Pledged Shares and any interest of the Pledgor in the entries on the books
of the issuer of the Pledged Shares or any financial intermediary pertaining to
the Pledged Shares and all dividends, cash, warrants, options or other rights
to subscribe for, purchase or otherwise acquire any of the Pledged Shares,
rights, instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the Pledged Shares, provided that the Pledged Shares under this
Pledge shall not include more than 65 percent of the issued and outstanding
Equity Interests in the Charged Company; and


 


(b)                                      to the extent not covered by clause (a) above, all proceeds of any
or all of the foregoing Collateral. For purposes of this Pledge, the term “proceeds”
includes whatever is receivable or received when Collateral or proceeds are
sold, exchanged, collected or otherwise 


 


3

















 


disposed of, whether such
disposition is voluntary or involuntary, and includes proceeds of any indemnity
or guarantee payable to the Pledgor or the Administrative Agent from time to
time with respect to any of the Collateral.


 


3.                                       Security for Obligations.
This Pledge secures the payment and discharge of all Obligations of the Credit
Parties. Without limiting the generality of the foregoing, this Pledge secures
the payment of all amounts that constitute part of the Obligations and would be
owed by the Credit Parties to the Administrative Agent or the Lenders under the
Credit Documents but for the fact that they are unenforceable or not allowable
due to the existence of a bankruptcy, reorganization or similar proceeding
involving the Credit Parties.


 


4.                                            Delivery of the Collateral.
All certificates or instruments, if any, representing or evidencing the
Collateral shall be promptly delivered to and held by or on behalf of the
Administrative Agent pursuant hereto and shall be in suitable form for transfer
by delivery, or shall be accompanied by duly executed instruments of transfer
or assignment in blank, all in form and substance reasonably satisfactory to
the Administrative Agent. The Administrative Agent shall have the right, at any
time after the occurrence and during the continuance of an Event of Default and
without notice to the Pledgor, to transfer to or to register in the name of the
Administrative Agent or any of its nominees any or all of the Pledged Shares.
Each delivery of Collateral (including any After-acquired Shares) shall be
accompanied by a schedule describing the securities theretofore and then being
pledged hereunder, which shall be attached hereto as Schedule 1 and made a part
hereof, provided that the failure to attach any such schedule hereto
shall not affect the validity of such pledge of such securities. Each schedule
so delivered shall supersede any prior schedules so delivered.


 


5.                                            Representations and Warranties.
The Pledgor represents and warrants as follows:


 


(a)                                       Schedule 1 hereto (i) correctly represents as of the date hereof the
issuer, the certificate number, the Pledgor and the record and beneficial owner,
the number and class and the percentage of the issued and outstanding Equity
Interests of such class of all Pledged Shares and (ii) includes all Equity
Interests required to be pledged hereunder. Except as set forth on Schedule 1,
the Pledged Shares represent 65 percent of the issued and outstanding Equity
Interests of each class of Equity Interests in the Charged Company on the date
hereof.


 


(b)                                      The Pledgor is a corporation established and existing and is in good
standing under the laws of the state of Delaware, United States of America, and
is not a foreign company for the purposes of, and which should be registered
under, Division 2 of Part XI of the Companies Act, Chapter 50 of
Singapore.


 


(c)                                       The Pledgor is the legal and beneficial owner of the Collateral charged
by the Pledgor hereunder free and clear of any Lien, except for the Lien
created by this Pledge.


 


(d)                                      As of the date of this Pledge, the Pledged Shares pledged by the Pledgor
hereunder have been duly authorized and validly issued and are fully paid and
non-assessable.


 


4

















 


(e)                                       The execution and delivery by the Pledgor of this Pledge and the charge
of the Collateral by the Pledgor hereunder pursuant hereto create a valid and
perfected first-priority


 


charge over the Collateral, securing the payment of
the Obligations, in favor of the Administrative Agent for the ratable benefit
of the Secured Parties.


 


(f) The
Pledgor has full power, authority and legal right to charge all the Collateral
pursuant to this Pledge.


 


6.                                       Further Assurances. The Pledgor
agrees that at any time and from time to time, at the expense of the Pledgor,
it will execute any and all further documents, financing statements, agreements
and instruments, and take all such further actions (including the filing and
recording of financing statements, fixture filings, mortgages, deeds of trust
and other documents), which may be required under any applicable law, or which
the Administrative Agent or the Required Lenders may reasonably request, in
order (x) to perfect and protect any pledge, assignment or security
interest granted or purported to be granted hereby (including the priority
thereof) or (y) to enable the Administrative Agent to exercise and enforce
its rights and remedies hereunder with respect to any Collateral.


 


7.                                            Voting Rights; Dividends and Distributions: Etc. (a) So long as no Event of Default shall have occurred and be
continuing:


 


(i)                                          The Pledgor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Collateral or any part thereof for any
purpose not prohibited by the terms of this Pledge or the other Credit
Documents.


 


(ii)                                       The Administrative Agent shall execute and deliver (or cause to be
executed and delivered) to the Pledgor all such proxies and other instruments
as the Pledgor may reasonably request for the purpose of enabling the Pledgor
to exercise the voting and other rights that it is entitled to exercise
pursuant to paragraph (i) above.


 


(b)                                 Subject to paragraph (c) below, the Pledgor shall be entitled to
receive and retain and use, free and clear of the Lien of this Pledge, any and
all dividends and distributions made or paid in respect of the Collateral to
the extent permitted by the Credit Agreement; provided, however,
that any and all noncash dividends, interest, principal or other distributions
that would constitute Pledged Shares, whether resulting from a subdivision,
combination or reclassification of the outstanding Equity Interests of the
issuer of any Pledged Shares or received in exchange for Pledged Shares or any
part thereof, or in redemption thereof, or as a result of any merger,
consolidation, acquisition or other exchange of assets to which such issuer may
be a party or otherwise, shall be, and shall be forthwith delivered to the
Administrative Agent to hold as, Collateral and shall, if received by the
Pledgor, be received in trust for the benefit of the Administrative Agent, be
segregated from the other property or funds of the Pledgor and be forthwith
delivered to the Administrative Agent as Collateral in the same form as so
received (with any necessary indorsement).


 


(c)                                  Upon written notice to the Pledgor by the Administrative Agent following
the occurrence and during the continuance of an Event of Default,


 


5

















 


(i)                                     all rights of the Pledgor to exercise or refrain from exercising the
voting and other consensual rights that it would otherwise be entitled to
exercise pursuant to Section 7(a)(i) shall cease, and all such rights
shall thereupon become vested in the Administrative Agent, which shall
thereupon have the sole right to exercise or refrain from exercising such
voting and other consensual rights during the continuance of such Event of
Default, provided that, unless otherwise directed by the Required
Lenders, the Administrative Agent shall have the right from time to time
following the occurrence and during the continuance of an Event of Default to
permit the Pledgor to exercise such rights. After all Events of Default have
been cured or waived and the Pledgor has delivered to the Administrative Agent
a certificate to that effect, the Pledgor will have the right to exercise the
voting and consensual rights that the Pledgor would otherwise be entitled to
exercise pursuant to the terms of Section 7(a)(i) (and the
obligations of the Administrative Agent under Section 7(a)(ii) shall
be reinstated);


 


(ii)                                  all rights of the Pledgor to receive the dividends and distributions that
the Pledgor would otherwise be authorized to receive and retain pursuant to Section 7(b) shall
cease, and all such rights shall thereupon become vested in the Administrative
Agent, which shall thereupon have the sole right to receive and hold as
Collateral such dividends and distributions during the continuance of such
Event of Default. After all Events of Default have been cured or waived and the
Pledgor has delivered to the Administrative Agent a certificate to that effect,
the Administrative Agent shall repay to the Pledgor (without interest) all
dividends, distributions and principal and interest payments that the Pledgor
would otherwise be permitted to receive, retain and use pursuant to the terms
of Section 7(b);


 


(iii)                               all dividends and distributions that are received by the Pledgor contrary
to the provisions of Section 7(b) and 7(c)(ii) shall be received
in trust for the benefit of the Administrative Agent, shall be segregated from
other property or funds of the Pledgor and shall forthwith be delivered to the
Administrative Agent as Collateral in the same form as so received (with any
necessary indorsements); and


 


(iv)                              in order to permit the Administrative Agent to receive all dividends and
distributions to which it may be entitled under Section 7(b) above,
to exercise the voting and other consensual rights that it may be entitled to
exercise pursuant to Section 7(c)(i) above, and to receive all
dividends, distributions and principal and interest payments that it may be
entitled to under Sections 7(c)(ii) and (c)(iii) above, the Pledgor
shall, if necessary, upon written notice from the Administrative Agent, from
time to time execute and deliver to the Administrative Agent, appropriate
proxies, dividend payment orders and other instruments as the Administrative
Agent may reasonably request.


 


8.                                       Transfers and Other Liens.
The Pledgor shall (a) not (i) except as permitted by the Credit
Agreement, sell or otherwise dispose of, or grant any option or warrant with
respect to, any of the Collateral or (ii) create or suffer to exist any
consensual Lien upon or with respect to any of the Collateral, except for the
Lien under this Pledge, provided that in the event the Pledgor sells or
otherwise disposes of assets permitted by the Credit Agreement and such assets
are or include any of the Collateral, the Administrative Agent shall release
such 


 


6

















 


Collateral free and clear of the Lien under
this Pledge concurrently with the consummation of such sale;


 


(b)                                 defend its and the Administrative Agent’s title or interest in and to all
the Collateral (and in the proceeds thereof) against any and all Liens (other
than the Lien of this Pledge), however arising, and any and all Persons
whomsoever.


 


9.                                            Administrative Agent Appointed Attorney.
The Pledgor by way of security appoints, which appointment shall (for so long
as any of the Obligations under the Credit Documents and the obligations of the
Pledgor under this Pledge have not been satisfied by payment in full, any of
the Commitments are still in force or any of the Letters of Credit are
outstanding) be irrevocable, the Administrative Agent as the Pledgor’s
attorney, with full authority in the place and stead of the Pledgor and in the
name of the Pledgor or otherwise to take any action and to execute any
instrument, in each case after the occurrence and during the continuance of an
Event of Default, that the Administrative Agent may deem reasonably necessary
or advisable to accomplish the purposes of this Pledge, including to receive,
indorse and collect all instruments made payable to the Pledgor representing
any dividend or distribution payment in respect of the Collateral or any part
thereof and to give full discharge for the same.


 


10.                                      The Administrative Agent’s Duties.
The powers conferred on the Administrative Agent hereunder are solely to
protect its interest in the Collateral and shall not impose any duty upon it to
exercise any such powers. Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral, as to
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Pledged Shares, whether or
not the Administrative Agent or any other Secured Party has or is deemed to
have knowledge of such matters, or as to the taking of any necessary steps to
preserve rights against any parties or any other rights pertaining to any
Collateral. The Administrative Agent shall be deemed to have exercised
reasonable care in the custody and preservation of any Collateral in its
possession if such Collateral is accorded treatment substantially equal to that
which the Administrative Agent accords its own property.


 


11.                                      Remedies. If any Event of Default
shall have occurred and be continuing:


 


(a)                                  The Administrative Agent and any nominee of the Administrative Agent may
exercise in respect of all or any of the Collateral, in addition to other
rights and remedies provided for herein or otherwise available to it and
without the restrictions contained in section 21 of the Act, all the rights and
remedies of the registered holder of the Collateral and all other powers
conferred on mortgagees by section 24 of the Act (as hereby varied or extended)
and may without notice, except as specified below, sell the Collateral or any
part thereof in one or more parcels at public or private sale, at any exchange
broker’s board or at any of the Administrative Agent’s offices or elsewhere,
for cash, on credit or for future delivery, at such price or prices and upon
such other terms as are commercially reasonable irrespective of the impact of
any such sales on the market price of the Collateral. The Administrative Agent
shall be authorized at any such sale (if it deems it advisable to do so) to
restrict the prospective bidders or purchasers of Collateral to Persons who
will represent and agree that they are purchasing the Collateral for their own
account for investment and not with a view to the distribution or sale thereof,
and, 


 


7

















 


upon consummation of any such sale, the
Administrative Agent shall have the right to assign, transfer and deliver to
the purchaser or purchasers thereof the Collateral so sold. Each purchaser at
any such sale shall hold the property sold absolutely free from any claim or
right on the part of the Pledgor, and the Pledgor hereby waives (to the extent
permitted by law) all rights of redemption, stay and/or appraisal that it now
has or may at any time in the future have under any rule of law or statute
now existing or hereafter enacted. The Administrative Agent or any Secured
Party shall have the right upon any such public sale, and, to the extent
permitted by law, upon any such private sale, to purchase the whole or any part
of the Collateral so sold, and the Administrative Agent or such Secured Party
may subject to (x) the satisfaction in full in cash of all payments due
pursuant to Section 11(b)(i), and (y) the ratable satisfaction of the
Obligations in accordance with Section 11(b)(ii) pay the purchase
price by crediting the amount thereof against the Obligations. The Pledgor
agrees that, to the extent notice of sale shall be required by law, at least
ten days’ notice to the Pledgor of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable
notification. The Administrative Agent shall not be obligated to make any sale
of Collateral regardless of notice of sale having been given. The
Administrative Agent may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned. To the extent permitted by law, the Pledgor hereby waives any claim
against the Administrative Agent arising by reason of the fact that the price
at which any Collateral may have been sold at such a private sale was less than
the price that might have been obtained at a public sale, even if the
Administrative Agent accepts the first offer received and does not offer such
Collateral to more than one offeree. Section 25 of the Act shall not apply
to this Pledge or to any security given pursuant hereto. Any third party
referred to in this sub-Section (a) may enjoy the benefit or enforce
the terms of this sub-Section (a) in accordance with the provisions
of the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.


 


(b)                                 The Administrative Agent shall apply the proceeds of any collection or
sale of the Collateral at any time after receipt as follows:


 


(i)                                     first, to the payment of all reasonable and documented costs and expenses
incurred by the Administrative Agent in connection with such collection or sale
or otherwise in connection with this Pledge, the other Credit Documents or any
of the Obligations, including all court costs and the reasonable fees and
expenses of its agents and legal counsel, the repayment of all advances made by
the Administrative Agent hereunder or under any other Credit Document on behalf
of any Pledgor and any other reasonable and documented costs or expenses
incurred in connection with the exercise of any right or remedy hereunder or
under any other Credit Document;


 


(ii)                                  second, to the Secured Parties, an amount equal to all Obligations owing
to them on the date of any such distribution, and, if such moneys shall be
insufficient to pay such amounts in full, then ratably (without priority of any
one over any other) to such Secured Parties in proportion to the unpaid amounts
thereof; and


 


(iii)                               third, any surplus then remaining shall be paid to the Pledgors or their
successors or assigns or to whomsoever may be lawfully entitled to receive the
same or as a court of competent jurisdiction may direct.


 


8

















 


Upon any sale of the Collateral by the
Administrative Agent (including pursuant to a power of sale granted by statute
or under a judicial proceeding), the receipt of the Administrative Agent or of
the officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid over to the
Administrative Agent or such officer or be answerable in any way for the
misapplication thereof. Any third party referred to in this sub-Section (b) may
enjoy the benefit or enforce the terms of this sub-Section (b) in
accordance with the provisions of the Contracts (Rights of Third Parties) Act,
Chapter 53B of Singapore.


 


(c)                                  The Administrative Agent may exercise any and all rights and remedies of
the Pledgor in respect of the Collateral.


 


(d)                                 All payments received by the Pledgor after the occurrence and during the
continuance of an Event of Default in respect of the Collateral shall be
received in trust for the benefit of the Administrative Agent, shall be
segregated from other property or funds of the Pledgor and shall be forthwith
delivered to the Administrative Agent as Collateral in the same form as so
received (with any necessary indorsement).


 


(e)                                  The Pledgor and Administrative Agent agree and acknowledge that the
Administrative Agent is entering into this Pledge, and holds its rights and
benefits hereunder, as trustee for and on behalf of the Secured Parties.


 


12.                                 Amendments, etc. with
Respect to the Obligations., Waiver of Rights. The Pledgor shall
remain obligated hereunder, and the charges created hereby shall not be
adversely affected, notwithstanding that, without any reservation of rights
against the Pledgor and without notice to or further assent by the Pledgor, (a) any
demand for payment of any of the Obligations made by the Administrative Agent
or any other Secured Party may be rescinded by such party and any of the
Obligations continued, (b) the Obligations, or the liability of any other
party upon or for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
other Secured Party, (c) the Credit Agreement, the other Credit Documents,
the Letters of Credit and any other documents executed and delivered in
connection therewith and the Hedge Agreements and any other documents executed
and delivered in connection therewith and any documents entered into with the
Administrative Agent or any of its Affiliates in connection with treasury,
depositary or cash management services or in connection with any automated
clearinghouse transfer of funds may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders, as the case may be, or, in the case of any Hedge Agreement, or
documents entered into with the Administrative Agent or any of its Affiliates
in connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds, the party
thereto) may deem advisable from time to time, and (d) any collateral
security, guarantee or right of offset at any time held by the Administrative
Agent or any other Secured Party for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Administrative
Agent nor any other Secured Party shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the
Obligations or for this Pledge 


 


9

















 


or any property subject thereto. When making
any demand hereunder against the Pledgor, the Administrative Agent or any other
Secured Party may, but shall be under no obligation to, make a similar demand
on the Pledgor or any pledgor and any failure by the Administrative Agent or
any other such Secured Party to make any such demand or to collect any payments
from the Pledgor or any pledgor or any release of the Pledgor or any pledgor
shall not relieve the Pledgor in respect of which a demand or collection is not
made or the Pledgor not so released of its several obligations or liabilities
hereunder, and shall not impair or affect the rights and remedies, express or
implied, or as a matter of law, of the Administrative Agent or any other
Secured Party against the Pledgor. For the purposes hereof “demand” shall
include the commencement and continuance of any legal proceedings.


 


13.                                 Continuing Security Interest; Assignments Under the Credit
Agreement;  Release. (a) This Pledge shall remain in full force and effect and be
binding in accordance with and to the extent of its terms upon the Pledgor and
the successors and assigns thereof, and shall inure to the benefit of the
Administrative Agent and the other Secured Parties and their respective
successors, indorsees, transferees and assigns until all the Obligations under
the Credit Documents and the obligations of the Pledgor under this Pledge shall
have been satisfied by payment in full, the Commitments shall be terminated and
no Letters of Credit shall be outstanding, notwithstanding that from time to
time during the term of the Credit Agreement and any Hedge Agreement the Credit
Parties may be free from any Obligations.


 


(b)                                      Upon any sale or other transfer by the Pledgor of any Collateral that is
permitted under the Credit Agreement to any Person, or upon the effectiveness
of any written consent to the release of the security interest granted hereby
in any Collateral pursuant to Section 14.1 of the Credit Agreement, the
obligations of such Pledgor with respect to such Collateral shall be
automatically released and such Collateral sold free and clear of the Lien
created hereby.


 


(c)                                       In connection with any termination or release pursuant to paragraph (a) or
(b), the Administrative Agent shall execute and deliver to the Pledgor, at the
Pledgor’s expense, all documents that the Pledgor shall reasonably request to
evidence such termination or release. Any execution and delivery of documents
pursuant to this Section 13 shall be without recourse to or warranty by
the Administrative Agent.


 


14.                                 Reinstatement. This Pledge shall
continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Obligations is rescinded or must
otherwise be restored or returned by the Administrative Agent or any other
Secured Party upon the insolvency, bankruptcy, dissolution, administration,
liquidation or reorganization of the Pledgor or any Credit Party, or upon or as
a result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Pledgor or any Credit Party or any
substantial part of its property, or otherwise, all as though such payments had
not been made.


 


15.                                 Notices. All notices, requests
and demands pursuant hereto shall be made in accordance with Section 14.2
of the Credit Agreement.


 


16.                                 Counterparts. This Pledge may be
executed by one or more of the parties to this Pledge on any number of separate
counterparts (including by facsimile or other electronic 


 


10

















 


transmission), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A set
of the copies of this Pledge signed by all the parties hereto shall be lodged
with the Administrative Agent and the Pledgor.


 


17.                                 Severability. Any provision of this
Pledge that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. The parties
shall endeavour in good faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.


 


18.                                 Integration. This Pledge represents
the agreement of the Pledgor with respect to the subject matter hereof and
there are no promises, undertakings, representations or warranties by the
Administrative Agent or any other Secured Party relative to the subject matter
hereof not expressly set forth or referred to herein or in the other Credit
Documents.


 


19.                                 Amendments in Writing; No Waiver; Cumulative Remedies.


 


(a)                                       None of the terms or provisions of this Pledge may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the affected Pledgor and the Administrative Agent in accordance with Section 14.1
of the Credit Agreement.


 


(b)                                      Neither the Administrative Agent nor any Secured Party shall by any act
(except by a written instrument pursuant to Section 19(a) hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof No failure to exercise, nor
any delay in exercising, on the part of the Administrative Agent or any other
Secured Party, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Administrative Agent or
any other Secured Party of any right or remedy hereunder on any one occasion
shall not be construed as a bar to any right or remedy that the Administrative
Agent or such other Secured Party would otherwise have on any future occasion.


 


(c)                                       The rights, remedies, powers and privileges herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by law.


 


20.                                 Section Headings.
The Section headings used in this Pledge are for convenience of reference
only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.


 


21. Successors
and Assigns. This Pledge shall be
binding upon the successors and assigns of the Pledgor and shall inure to the
benefit of the Administrative Agent and the other Secured Parties and their
respective successors and assigns, except that the Pledgor may not 


 


11

















 


assign, transfer or delegate any of its
rights or obligations under this Pledge without the prior written consent of
the Administrative Agent.


 


22.                            Submission to Jurisdiction; Waivers.
The Pledgor hereby irrevocably and unconditionally:


 


(a)                                            submits itself in any legal action or proceeding relating to this Pledge,
or for recognition and enforcement of any judgement in respect thereof, to the
non-exclusive general jurisdiction of the courts of Singapore, the courts of
the State of New York, the courts of the United States of America for the
Southern District of New York and appellate courts from any thereof;


 


(b)                                           consents that any such action or proceeding may be brought in such courts
and waives any objection that it may now or hereafter have to the venue of any
such action or proceeding in any such court or that such action or proceeding
was brought in an inconvenient court and agrees not to plead or claim the same;


 


(c)                                            agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to Rockwood Specialties
(Singapore) Pte Ltd (which the Pledgor hereby irrevocably appoints as its agent
for receipt of service of process) do One Marina Boulevard #28-00 Singapore
018989 or at such other address of which the Administrative Agent shall have
been notified pursuant thereto;


 


(d)                                           agrees that nothing herein shall affect the right of the Administrative
Agent or any other Secured Party to effect service of process in any other
manner permitted by law or shall limit the right of the Administrative Agent or
any other Secured Party to sue in any other jurisdiction; and


 


(e)                                            waives, to the maximum extent not prohibited by law, any right it may
have to claim or recover in any legal action or proceeding referred to in this Section 22
any special, exemplary, punitive or consequential damages.


 


24. GOVERNING LAW. THIS PLEDGE AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF SINGAPORE.


 


12
















 


EXHIBIT K


 


FORMS
OF TAIWAN PLEDGE AGREEMENTS


 


FORM OF TAIWAN PLEDGE AGREEMENT (US
Obligations)


 


TAIWAN PLEDGE AGREEMENT dated as of July 30,
2004, among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the “Pledgor”)
and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as
administrative agent (in such capacity, the “Administrative Agent”) for
and on behalf of the Secured Parties (as defined below) in respect of the
Credit Agreement dated as of July 30, 2004 (as the same may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the Pledgor, Rockwood Specialties Limited, a company incorporated under
the laws of England and Wales (the “UK Borrower” and together with the
Pledgor, the “Borrowers”), Rockwood Specialties International, Inc.,
a Delaware corporation (“Holdings”), the Lenders (as defined in
the Credit Agreement), the Administrative Agent, Goldman Sachs Credit Partners
L.P., and UBS Securities LLC, together with the Administrative Agent, as joint
lead arrangers and joint bookrunners (in such capacity, the “Joint Lead
Arrangers and Joint Bookrunners”) for the Lenders, and UBS Securities LLC
and Goldman Sachs Credit Partners L.P., as co-syndication agents (in such
capacities, the “Co-Syndication Agents”).


 


WITNESSETH:


 


WHEREAS, (a) pursuant to the Credit Agreement,
the Lenders have severally agreed to make Loans to the Borrowers and the Letter
of Credit Issuer has agreed to issue Letters of Credit for the account of the
Borrowers (collectively, the “Extensions of Credit”) upon the terms and
subject to the conditions set forth therein and (b) one or more Lenders or
affiliates of Lenders may from time to time enter into Hedge Agreements with
the Borrowers;


 


WHEREAS, the Pledgor acknowledges that it will
derive substantial direct and indirect benefit from the making of the
Extensions of Credit;


 


WHEREAS, it is a condition precedent to the
obligation of the Lenders and the Letter of Credit Issuer to make their
respective Extensions of Credit to the Borrowers under the Credit Agreement
that the Pledgor shall have executed and delivered this Pledge Agreement to the
Administrative Agent for the ratable benefit of the Secured Parties; and


 


WHEREAS, the Pledgor is the legal and beneficial
owner of the shares described under Schedule 1 hereto and issued by Rockwood
Electrochemicals Asia Limited (the “Issuer”) (the pledged shares described
above are, together with any shares acquired by the Pledgor in the future of
the Issuer (the “After-acquired Shares”) referred to collectively herein
as the “Pledged Shares”).


 


NOW, THEREFORE, in consideration of the premises and
to induce the Administrative Agent, the Joint Lead Arrangers and Joint
Bookrunners, the Co-Syndication Agents and the Lenders and the Letter of Credit
Issuer to enter into the Credit Agreement and 


 

















 


to induce the Lenders and the Letter of Credit
Issuer to make their respective Extensions of Credit to the Borrowers under the
Credit Agreement and to induce one or more Lenders or affiliates of Lenders to
enter into Hedge Agreements with the Borrowers, the Pledgor hereby agrees with
the Administrative Agent, for the ratable benefit of the Secured Parties, as
follows:


 


1.                                                 Defined Terms.


 


(a)                                            Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.


 


(b)                                           As used herein, the term “Equity Interests” means shares of
capital stock, partnership interests, membership interests in a limited
liability company, beneficial interests in a trust or other equity ownership
interests in a Person of whatever nature, and any warrants, options or other
rights entitling the holder thereof to purchase or acquire any of the
foregoing.


 


(c)                                            As used herein, the term “Obligations” means the collective
reference to (i) the due and punctual payment of (x) the principal of
and premium, if any, and interest at the applicable rate provided in the Credit
Agreement (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Loans, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (y) each payment required to be made by the Borrowers under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral, and (z) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Borrowers or any other Credit Party to
any of the Secured Parties under the Credit Agreement and the other Credit
Documents, (ii) the due and punctual performance of all covenants,
agreements, obligations and liabilities of the Borrowers under or pursuant to
the Credit Agreement and the other Credit Documents, (iii) the due and
punctual payment and performance of all the covenants, agreements, obligations
and liabilities of each other Credit Party under or pursuant to this Pledge
Agreement or the other Credit Documents, (iv) the due and punctual payment
and performance of all obligations of each Credit Party under each Hedge
Agreement that (x) is in effect on the Closing Date with a counterparty
that is a Lender or an affiliate of a Lender as of the Closing Date or (y) is
entered into after the Closing Date with any counterparty that is a Lender or
an affiliate of a Lender at the time such Hedge Agreement is entered into and (v) the
due and punctual payment and performance of all obligations in respect of
overdrafts and related liabilities owed to the Administrative Agent or its
affiliates arising from or in connection with treasury, depositary or cash
management services or in connection with any automated clearinghouse transfer
of funds.


 


(d)                                           As used herein, the term “Secured Parties” means (i) the
Lenders, (ii) the Letter of Credit Issuer, (iii) the Swingline
Lender, (iv) the Administrative Agent, (v) the Co-Syndication Agents,
(vi) each counterparty to a Hedge Agreement the obligations under 


 


2

















 


which constitute
Obligations, (vii) the beneficiaries of each indemnification obligation
undertaken by any Credit Party under any Credit Document and (viii) any
successors, indorsees, transferees and assigns of each of the foregoing.


 


(e)                                            References to “Lenders” in this Pledge Agreement shall be deemed to
include affiliates of Lenders that may from time to time enter into Hedge Agreements
with the Borrowers.


 


(f)                                              The words “hereof,” “herein” and “hereunder” and words of similar import
when used in this Pledge Agreement shall refer to this Pledge Agreement as a
whole and not to any particular provision of this Pledge Agreement, and Section references
are to Sections of this Pledge Agreement unless otherwise specified. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”.


 


(g)                                           The meanings given to terms defined herein shall be equally applicable to
both the singular and plural forms of such terms.


 


2.                                       Grant of Security. The Pledgor
hereby charges to the Administrative Agent and the other Secured Parties for
their ratable benefit with full title guarantee all of the Pledgor’s right,
title and interest in the following, whether now owned or existing or hereafter
acquired or existing (collectively, the “Collateral”):


 


(a)                                            the Pledged Shares and the certificates representing such Pledged Shares
and any interest of the Pledgor in the entries on the books of the Issuer of
the Pledged Shares or any financial intermediary pertaining to the Pledged
Shares and all dividends, cash, warrants, rights, instruments and other
property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Shares, provided
that the Pledged Shares under this Pledge Agreement shall not include more than
65 percent of the issued and outstanding Equity Interests in the Issuer; and


 


(b)                                           to the extent not covered by clause (a) above, all proceeds of any
or all of the foregoing Collateral. For purposes of this Pledge Agreement, the
term “proceeds” includes whatever is receivable or received when Collateral or
proceeds are sold, exchanged, collected or otherwise disposed of, whether such
disposition is voluntary or involuntary, and includes proceeds of any indemnity
or guarantee payable to the Pledgor or the Administrative Agent or any Secured
Parties from time to time with respect to any of the Collateral.


 


3.                                                 Security for Obligations.
This Pledge Agreement secures the payment of all Obligations of each Credit
Party. Without limiting the generality of the foregoing, this Pledge Agreement
secures the payment of all amounts that constitute part of the Obligations and
would be owed by any of the Credit Parties to the Administrative Agent or the
Lenders under the Credit Documents but for the fact that they are unenforceable
or not allowable due to the existence of a bankruptcy, reorganization or
similar proceeding involving any Credit Party.


 


4.                                                 Delivery of the Collateral.
Subject to Sections 7 (b) and (c), all certificates or instruments, if
any, representing or evidencing the Collateral shall be promptly duly endorsed
in blank by the Pledgor, and delivered to the Administrative Agent, for and on
behalf of the Secured Parties, pursuant hereto and shall be accompanied by duly
executed 


 


3

















 


instruments in blank, all
in form and substance reasonably satisfactory to the Administrative Agent. In
addition, the Pledgor shall on the date of this Pledge Agreement jointly with
the Administrative Agent issue a notification (in the form of Schedule 2
hereto) to the Issuer to (i) state that the Pledgor is entitled to retain
and dispose of the dividends and distributions prior to a notice is given by
the Administrative Agent to the Issuer indicating that an Event of Default has
occurred, and stating that the Administrative Agent and the Secured Parties are
entitled to receive and retain any dividends and distributions made by the
Issuer after serving such notice to the Issuer and (ii) cause the Issuer
to register the share pledge created hereby onto its shareholders’ register.
Each delivery of Collateral (including any After-acquired Shares) shall be
accompanied by a schedule describing the securities theretofore and then being
pledged hereunder, which shall be attached hereto as Schedule 1 and made a part
hereof, provided that the failure to attach any such schedule hereto
shall not affect the validity of such pledge of such securities. Each schedule
so delivered shall supersede any prior schedules so delivered.


 


5.                                                 Representations and Warranties.
The Pledgor represents and warrants as follows:


 


(a)                                            Schedule 1 hereto (i) correctly represents as of the date hereof the
issuer, the certificate number, the Pledgor and the record and beneficial
owner, the number and class and the percentage of the issued and outstanding
Equity Interests of such class of all Pledged Shares and (ii) includes all
Equity Interests required to be pledged hereunder. Except as set forth on
Schedule 1, the Pledged Shares represent 65 percent of the issued and
outstanding Equity Interests of each class of Equity Interests in the Issuer on
the date hereof.


 


(b)                                           The Pledgor is the legal and beneficial owner of the Collateral charged
by the Pledgor hereunder free and clear of any Lien, except for the Lien
created by this Pledge Agreement.


 


(c)                                            As of the date of this Pledge Agreement, the Pledged Shares pledged by
the Pledgor hereunder have been duly authorized and validly issued and are
fully paid and non-assessable.


 


(d)                                      The execution and delivery by the Pledgor of this Pledge Agreement and
the charge of the Collateral by the Pledgor hereunder pursuant hereto create a
valid and perfected first-priority charge over the Collateral, securing the
payment of the Obligations, in favor of the Administrative Agent and the other
Secured Parties for their ratable benefit.


 


(e)                                       The Pledgor has full power, authority and legal right to charge all the
Collateral pursuant to this Pledge Agreement and this Pledge Agreement
constitutes a legal, valid and binding obligation of the Pledgor, enforceable
in accordance with its terms, except as enforceability thereof may be limited
by bankruptcy, insolvency or other similar laws affecting creditors’ rights
generally and subject to general principles of equity.


 


6.                                            Further Assurances. The Pledgor
agrees that at any time and from time to time, at the expense of such Pledgor,
it will execute any and all further documents, financing statements, agreements
and instruments, and take all such further actions (including the filing and
recording of financing statements, fixture filings, mortgages, deeds of trust
and other 


 


4

















 


documents), which may be
required under any applicable law, or which the Administrative Agent or the
Required Lenders may reasonably request, in order (x) to perfect and
protect any pledge, assignment or security interest granted or purported to be
granted hereby (including the priority thereof) or (y) to enable the
Administrative Agent and the other Secured Parties to exercise and enforce its
rights and remedies hereunder with respect to any Collateral.


 


7.                                            Voting Rights; Dividends and Distributions; Etc. (a) So long as no Event of Default shall have occurred and be
continuing , each Pledgor shall be entitled to exercise any and all voting and
other consensual rights pertaining to the Collateral or any part thereof for any
purpose not prohibited by the terms of this Pledge Agreement or the other
Credit Documents.


 


(b) Subject to paragraph (c) below, the
Pledgor shall be entitled to receive and retain and use, free and clear of the
Lien of this Pledge Agreement, any and all dividends and distributions made or
paid in respect of the Collateral to the extent permitted by the Credit
Agreement; provided, however, that any and all noncash dividends
or other distributions that would constitute Pledged Shares, whether resulting
from a subdivision, combination or reclassification of the outstanding Equity
Interests of the issuer of any Pledged Shares or received in exchange for
Pledged Shares or any part thereof, or in redemption thereof, or as a result of
any merger, consolidation, acquisition or other exchange of assets to which
such issuer may be a party or otherwise, shall be, and shall be forthwith duly
endorsed by the Pledgor in favor of the Administrative Agent and the other
Secured Parties, delivered to the Administrative Agent to hold as, Collateral
and shall, if received by the Pledgor, be received in trust for the benefit of
the Administrative Agent and the other Secured Parties, be segregated from the
other property or funds of the Pledgor and be forthwith delivered to the
Administrative Agent as Collateral in the same form as so received (with any
necessary indorsement).


 


(c) Upon written notice to the Pledgor by the
Administrative Agent following the occurrence and during the continuance of an
Event of Default,


 


(i)                                     all rights of the Pledgor to exercise or refrain from exercising the
voting and other consensual rights that it would otherwise be entitled to
exercise pursuant to Section 7(a) shall cease, and all such rights
shall thereupon become vested in the Administrative Agent and the other Secured
Parties, which shall thereupon have the sole right to, through the
Administrative Agent, exercise or refrain from exercising such voting and other
consensual rights during the continuance of such Event of Default, provided
that, unless otherwise directed by the Required Lenders, the Administrative
Agent shall have the right from time to time following the occurrence and
during the continuance of an Event of Default to permit the Pledgor to exercise
such rights. After all Events of Default have been cured or waived and the
Pledgor has delivered to the Administrative Agent a certificate to that effect,
the Pledgor will have the right to exercise the voting and consensual rights
that the Pledgor would otherwise be entitled to exercise pursuant to the terms
of Section 7(a);


 


(ii)                                  all rights of the Pledgor to receive the dividends and distributions that
the Pledgor would otherwise be authorized to receive and retain pursuant to Section 7(b) shall
cease, and all such rights shall thereupon become vested in the Administrative
Agent and the other Secured Parties, which shall thereupon have the 


 


5

















 


sole
right to, through the Administrative Agent, receive and hold as Collateral such
dividends and distributions during the continuance of such Event of Default.
After all Events of Default have been cured or waived and the Pledgor has
delivered to the Administrative Agent a certificate to that effect, the
Administrative Agent shall repay to the Pledgor (without interest) all
dividends and distributions that the Pledgor would otherwise be permitted to
receive, retain and use pursuant to the terms of Section 7(b);


 


(iii)                               all dividends and distributions that are received by the Pledgor contrary
to the provisions of Section 7(b) and 7(c)(ii) shall be received
in trust for the benefit of the Administrative Agent and the other Secured
Parties, shall be segregated from other property or funds of the Pledgor and
shall forthwith be delivered to the Administrative Agent as Collateral in the
same form as so received (with any necessary indorsements); and


 


(iv)                              in order to permit the Administrative Agent to receive all dividends and
distributions to which the Administrative Agent and the other Secured Parties
may be entitled under Section 7(b) above, to exercise the voting and
other consensual rights that it may be entitled to exercise for and on behalf
of the Administrative Agent and the other Secured Parties pursuant to Section 7(c)(i) above,
and to receive all dividends and distributions that the Administrative Agent
and the other Secured Parties may be entitled to under Sections 7(c)(ii) and
(c)(iii) above, the Pledgor shall, if necessary, upon written notice from
the Administrative Agent, from time to time execute and deliver to the
Administrative Agent, appropriate proxies, dividend payment orders and other
instruments as the Administrative Agent may reasonably request.


 


8.                                       Transfers and Other Liens.
The Pledgor shall (a) not (i) except as permitted by the Credit
Agreement, sell or otherwise dispose of, or grant any option or warrant with
respect to, any of the Collateral or (ii) create or suffer to exist any
consensual Lien upon or with respect to any of the Collateral, except for the
Lien under this Pledge Agreement, provided that in the event the Pledgor sells
or otherwise disposes of assets permitted by the Credit Agreement and such
assets are or include any of the Collateral, the Administrative Agent shall
release such Collateral to the Pledgor free and clear of the Lien under this
Pledge Agreement concurrently with the consummation of such sale;


 


(b)                defend
its and the Secured Parties’ title or interest in and to all the Collateral
(and in the proceeds thereof) against any and all Liens (other than the Lien of
this Pledge Agreement), however arising, and any and all Persons whomsoever.


 


9.                                       Administrative Agent Appointed Attorney.
The Pledgor hereby appoints, which appointment is irrevocable and coupled with
an interest, the Administrative Agent as the Pledgor’s attorney, with full
authority in the place and stead of the Pledgor and in the name of the Pledgor
or otherwise to take any action and to execute any instrument, in each case
after the occurrence and during the continuance of an Event of Default, that
the Administrative Agent may deem reasonably necessary or advisable to
accomplish the purposes of this Pledge Agreement, including to receive, indorse
and collect all instruments made payable to the Pledgor 


 


6

















 


representing any dividend
or distribution payment in respect of the Collateral or any part thereof and to
give full discharge for the same.


 


10.                                 The Administrative Agent’s Duties.
The powers conferred on the Administrative Agent hereunder are solely to
protect its interest in the Collateral and shall not impose any duty upon it to
exercise any such powers. Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral, as to
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Pledged Shares, whether or
not the Administrative Agent or any other Secured Party has or is deemed to
have knowledge of such matters, or as to the taking of any necessary steps to
preserve rights against any parties or any other rights pertaining to any
Collateral. The Administrative Agent shall be deemed to have exercised
reasonable care in the custody and preservation of any Collateral in its
possession if such Collateral is accorded treatment substantially equal to that
which the Administrative Agent accords its own property.


 


11. Remedies. If any Event of Default shall
have occurred and be continuing:


 


(a)                                  The Administrative Agent and any nominee of the Administrative Agent may,
on behalf of the Secured Parties, exercise in respect of all or any of the
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it all the rights and remedies of a pledgee under the
law of the Republic of China. The Administrative Agent and any nominee of the
Administrative Agent may, on behalf of the Secured Parties and with prior
notice to the Pledgor, except as specified below, sell the Collateral or any
part thereof at a public sale. To the extent permitted by the law of the
Republic of China, the Administrative Agent shall be authorized at any such
sale (if it deems it advisable to do so) to restrict the prospective bidders or
purchasers of Collateral to Persons who will represent and agree that they are
purchasing the Collateral for their own account for investment and not with a
view to the distribution or sale thereof, and, upon consummation of any such
sale, the Administrative Agent shall have the right to assign, transfer and
deliver to the purchaser or purchasers thereof the Collateral so sold. Each
purchaser at any such sale shall hold the property sold absolutely free from
any claim or right on the part of the Pledgor, and the Pledgor hereby waives
(to the extent permitted by law) all rights of redemption, stay and/or
appraisal that it now has or may at any time in the future have under any rule of
law or statute now existing or hereafter enacted. The Administrative Agent or
any Secured Party shall have the right upon any such public sale to purchase
the whole or any part of the Collateral so sold, and the Administrative Agent
or such Secured Party may subject to (x) the satisfaction in full in cash
of all payments due pursuant to Section 11(b)(i), and (y) the ratable
satisfaction of the Obligations in accordance with Section 11(b)(ii) pay
the purchase price by crediting the amount thereof against the Obligations. The
Pledgor agrees that, to the extent notice of sale shall be required by law, at
least ten days’ notice to the Pledgor of the time and place of any public sale
shall constitute reasonable notification. The Administrative Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. The Administrative Agent may adjourn any public sale from time to
time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned. To the extent permitted by law, the Pledgor hereby waives any claim
against the Administrative Agent arising by reason of the fact that the price
at which any Collateral may have been sold at such a public sale was less than
the price that might have 


 


7

















 


been obtained through any
other means of disposal of the Collateral, even if the Administrative Agent
accepts the first offer received and does not offer such Collateral to more than
one offeree.


 


(b)                                 The Administrative Agent shall apply the proceeds of any collection or
sale of the Collateral at any time after receipt as follows:


 


(i)                                     first, to the payment of all reasonable and documented costs and expenses
incurred by the Administrative Agent in connection with such collection or sale
or otherwise in connection with this Pledge Agreement, the other Credit
Documents or any of the Obligations, including all court costs and the
reasonable fees and expenses of its agents and legal counsel, the repayment of
all advances made by the Administrative Agent hereunder or under any other
Credit Document on behalf of the Pledgor and any other reasonable and
documented costs or expenses incurred in connection with the exercise of any
right or remedy hereunder or under any other Credit Document;


 


(ii)                             second, to the Secured Parties, an amount equal to all Obligations owing
to them on the date of any such distribution, and, if such moneys shall be
insufficient to pay such amounts in full, then ratably (without priority of any
one over any other) to such Secured Parties in proportion to the unpaid amounts
thereof; and


 


(iii)                          third, any surplus then remaining shall be paid to the Pledgor or its
successors or assigns or to whomsoever may be lawfully entitled to receive the
same or as a court of competent jurisdiction may direct.


 


Upon any sale of the Collateral by the
Administrative Agent (including pursuant to a power of sale granted by statute
or under a judicial proceeding), the receipt of the Administrative Agent or of
the officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Administrative Agent or such officer or be answerable in any way
for the misapplication thereof.


 


(c)                                  The Administrative Agent may, on behalf of the Secured Parties, exercise
any and all rights and remedies of the Pledgor in respect of the Collateral.


 


(d)                                 All payments received by the Pledgor after the occurrence and during the
continuance of an Event of Default in respect of the Collateral shall be
received in trust for the benefit of the Administrative Agent and the other
Secured Parties, shall be segregated from other property or funds of the
Pledgor and shall be forthwith delivered to the Administrative Agent for the
benefit of the Secured Parties as Collateral in the same form as so received
(with any necessary indorsement).


 


(e)                                  The Pledgor and Administrative Agent agree and acknowledge that the
Administrative Agent is entering into this Pledge Agreement, and holds its
rights and benefits hereunder, as trustee for and on behalf of the Secured
Parties until the date this Pledge Agreement is released in accordance with its
terms.


 


12. Amendments.
etc. with Respect to the Obligations: Waiver of Rights. The Pledgor
shall remain obligated hereunder, and the charges created hereby shall not be
adversely


 


8
















 


affected, notwithstanding that, without any
reservation of rights against the Pledgor and without notice to or further
assent by the Pledgor, (a) any demand for payment of any of the
Obligations made by the Administrative Agent or any other Secured Party may be
rescinded by such party and any of the Obligations continued, (b) the
Obligations, or the liability of any other party upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with
respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated,


 


compromised, waived, surrendered or released by the
Administrative Agent or any other Secured Party, (c) the Credit Agreement,
the other Credit Documents, the Letters of Credit and any other documents
executed and delivered in connection therewith and the Hedge Agreements and any
other documents executed and delivered in connection therewith and any
documents entered into with the Administrative Agent or any of its affiliates
in connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds may be amended,
modified, supplemented or terminated, in whole or in part, as the
Administrative Agent (or the Required Lenders, as the case may be, or, in the
case of any Hedge Agreement, or documents entered into with the Administrative
Agent or any of its affiliates in connection with treasury, depositary or cash
management services or in connection with any automated clearinghouse transfer
of funds, the party thereto) may deem advisable from time to time, and (d) any
collateral security, guarantee or right of offset at any time held by the
Administrative Agent or any other Secured Party for the payment of the Obligations
may be sold, exchanged, waived, surrendered or released. Neither the
Administrative Agent nor any other Secured Party shall have any obligation to
protect, secure, perfect or insure any Lien at any time held by it as security
for the Obligations or for this Pledge Agreement or any property subject
thereto.


 


13. Continuing Security
Interest: Assignments Under the Credit Agreement: Release. (a) This
Pledge Agreement shall remain in full force and effect and be binding in
accordance with and to the extent of its terms upon the Pledgor and the
successors and assigns thereof, and shall inure to the benefit of the
Administrative Agent and the other Secured Parties and their respective
successors, indorsees, transferees and assigns until all the Obligations under
the Credit Documents shall have been satisfied by payment in full, the
Commitments shall be terminated and no Letters of Credit shall be outstanding,
notwithstanding that from time to time during the term of the Credit Agreement
and any Hedge Agreement the Credit Parties may be free from any Obligations.


 


(b)           Upon
any sale or other transfer by the Pledgor of any Collateral that is permitted
under the Credit Agreement to any person, or upon the effectiveness of any
written consent to the release of the security interest granted hereby in any
Collateral pursuant to Section 14.1 of the Credit Agreement, the
obligations of such Pledgor with respect to such Collateral shall be
automatically released and such Collateral sold free and clear of the Lien created
hereby.


 


(c)           In
connection with any termination or release pursuant to paragraph (a) or
(b), the Administrative Agent shall execute and deliver to the Pledgor, at the
Pledgor’s expense, all documents that the Pledgor shall reasonably request to
evidence such termination


 


9

















 


or
release. Any execution and delivery of documents pursuant to this Section 13
shall be without recourse to or warranty by the Administrative Agent.


 


14. Reinstatement.
This Pledge Agreement shall continue to be effective, or be reinstated, as the
case may be, if at any time payment, or any part thereof, of any of the
Obligations is rescinded or must otherwise be restored or returned by the
Administrative Agent or any other Secured Party upon the insolvency,
bankruptcy, dissolution, administration, liquidation or reorganization of the
Pledgor, or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for any Pledgor or any substantial
part of its property, or otherwise, all as though such payments had not been
made.


 


15.          Notices. All notices, requests
and demands pursuant hereto shall be made in accordance with Section 14.2
of the Credit Agreement.


 


16.          Counterparts. This Pledge Agreement
may be executed by the parties to this Pledge Agreement on any number of
separate counterparts (including by facsimile or other electronic
transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Pledge
Agreement signed by all the parties hereto shall be lodged with the
Administrative Agent and the Pledgor.


 


17.          Severability. Any provision of this
Pledge Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. The parties
hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


18.          Integration. This Pledge Agreement
represents the agreement of the Pledgor with respect to the subject matter
hereof and there are no promises, undertakings, representations or warranties
by the Administrative Agent or any other Secured Party relative to the subject
matter hereof not expressly set forth or referred to herein or in the other
Credit Documents.


 


19.          Amendments in Writing: No Waiver: Cumulative Remedies.


 


(a)           None
of the terms or provisions of this Pledge Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Pledgor and the Administrative Agent in accordance with Section 14.1
of the Credit Agreement.


 


(b)           Neither
the Administrative Agent nor any Secured Party shall by any act (except by a
written instrument pursuant to Section 19(a) hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof. No failure to exercise, nor
any delay in exercising, on the part of the


 


10

















 


Administrative Agent or
any other Secured Party, any right, power or privilege hereunder shall operate
as a waiver thereof. No single or partial exercise of any right, power or
privilege hereunder shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. A waiver by the Administrative
Agent or any other Secured Party of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy that the
Administrative Agent or such other Secured Party would otherwise have on any
future occasion.


 


(c) The
rights, remedies, powers and privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.


 


20.            Section Headings. The Section headings used in this Pledge Agreement are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.


 


21.            Successors
and Assigns. This Pledge Agreement
shall be binding upon the successors and assigns of the Pledgor and shall inure
to the benefit of the Administrative Agent and the other Secured Parties and
their respective successors and assigns, except that the Pledgor may not
assign, transfer or delegate any of its rights or obligations under this Pledge
Agreement without the prior written consent of the Administrative Agent.


 


22.            Submission
to Jurisdiction; Waivers. The Pledgor
hereby irrevocably and unconditionally:


 


(a)           submits itself in any legal action or proceeding relating to this Pledge
Agreement, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the courts of the
Republic of China, the courts of the State of New York, the courts of the
United States of America for the Southern District of New York and appellate
courts from any thereof;


 


(b)           consents that any such action or proceeding may be brought in such courts
and waives any objection that it may now or hereafter have to the venue of any
such action or proceeding in any such court or that such action or proceeding
was brought in an inconvenient court and agrees not to plead or claim the same;


 


(c)           agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to the Pledgor at its
address set forth in Section 15 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;


 


(d)           agrees that nothing herein shall affect the right of the Administrative
Agent or any other Secured Party to effect service of process in any other
manner permitted by law or shall limit the right of the Administrative Agent or
any other Secured Party to sue in any other jurisdiction; and


 


11

















 


(e)           waives, to the maximum extent not prohibited by law, any right it may
have to claim or recover in any legal action or proceeding referred to in this Section 22
any special, exemplary, punitive or consequential damages.


 


23.          Effective
Date. This Pledge Agreement shall become
effective at 24:00 (German time) on the Closing Date.


 


24.          GOVERNING
LAW. THIS PLEDGE AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE REPUBLIC OF CHINA.


 


12

















 


SCHEDULE 2


 


NOTIFICATION TO THE COMPANY REGARDING PLEDGE
OF SHARES


 


	
   

  	
  Date:

  



 


To: Rockwood Electrochemicals Asia Limited


 


Rockwood Specialties Group, Inc.


 


Rockwood Specialties Group, Inc. (the “Pledgor”),
a shareholder of Rockwood Electrochemicals Asia Limited (the “Company”), hereby
notifies, jointly with the Administrative Agent named below, the Company that
the Pledgor has created a pledge over the shares described below in favor of
the Secured Parties (as defined in the Pledge Agreement entered into on July 30,
2004 by Pledgors and the Administrative Agent), among which CREDIT SUISSE FIRST
BOSTON acts as the administrative agent (“Administrative Agent”) and hereby
request the Company to record the pledge on its shareholders’ roster
accordingly.


 


The Pledgor and the Administrative Agent further
notifies the Company that the Pledgor and the Administrative Agent have agreed
that (i) before the Administrative Agent serves a notice to the Company
indicating that an Event of Default (as defined in the Pledge Agreement) has
occurred, the Pledgor is entitled to retain and dispose of all dividends,
interest, cash, and other property arising from the shares below (“Distributions”)
from time to time distributed by the Company, and (ii) after the
Administrative Agent serves such notice to the Company, it is entitled to
receive and retain the Distributions; in which case, the Company shall deliver
the Distributions to the Administrative Agent for the ratable benefit of the
Secured Parties.


 

















 


	
  Type of Shares

  	
   

  	
  Serial Number of

  Share

  Certificates

  	
   

  	
  Number of

  Share Certificates

  	
   

  	
  Number of Shares

  Represented by the Share

  Certificate

  	
   

  
	
  Ordinary

  	
   

  	
  92-NX-0000001

  	
   

  	
  1

  	
   

  	
  325,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
  325,000

  	
   

  
	
  A

  	
  Account

  	
   

  	
  01

  	
   

  	
   

  	
   

  
	
  Pledgor

  	
  Number

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Account

  Name

  	
   

  	
  Rockwood Specialties Group Inc.

  	
   

  	
  Registered

  Chop

  	
   

  	
   

  
										



 


	
  Rockwood Specialties Group, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  CREDIT SUISSE
  FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, as Administrative
  Agent

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  



 


2
















 


EXHIBIT L-1


 


FORM
OF UK DEBENTURE


 


 


Dated 30 July 2004


 


ROCKWOOD SPECIALTIES LIMITED

and

OTHERS

and

CREDIT SUISSE FIRST BOSTON


 


 


FIXED AND FLOATING CHARGE


 


 


LATHAM&WATKINS


 


London


 


99 Bishopsgate

London EC2M 3XF

+44 020 7710 1000 (Tel)

+44 020 7374 4460 (Fax)

www.lw.com


 

















 


Contents


 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Interpretation

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Covenant to pay secured amounts

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Fixed and floating charges

  	
  4

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Continuance of security and release

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.

  	
  General covenants and representations

  	
  8

  
	
   

  	
   

  	
   

  
	
  6.

  	
  The Administrative Agent’s powers

  	
  13

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Receiver or Administrator

  	
  14

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Application of proceeds

  	
  17

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Protection of third parties

  	
  18

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Protection of Administrative Agent and
  Receiver

  	
  19

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Expenses and indemnity

  	
  19

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Protection of charges

  	
  20

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Crystallisation

  	
  21

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Power of attorney, etc

  	
  22

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Inspection

  	
  23

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Other security, etc

  	
  23

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Set-off

  	
  25

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Avoidance of payments

  	
  26

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Currency conversion

  	
  26

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Declaration of Trust

  	
  27

  
	
   

  	
   

  	
   

  
	
  21.

  	
  Execution of documents

  	
  27

  
	
   

  	
   

  	
   

  
	
  22.

  	
  Notices and demands

  	
  27

  
	
   

  	
   

  	
   

  
	
  23.

  	
  Further provisions

  	
  27

  



 


i

















 


	
  24.

  	
  Choice of law

  	
  29

  
	
   

  	
   

  
	
  Schedule 1 List of
  Charging Companies other than UK Borrower

  	
  30

  
	
   

  	
   

  
	
  Schedule 2 List of
  Properties

  	
  31

  



 


ii

















 


THIS DEED OF CHARGE is made on 30 July 2004 BETWEEN


 


(1)                                  ROCKWOOD SPECIALTIES LIMITED (the “UK Borrower”), registered in England
under number 4050394, and the companies listed in schedule 1 (together the “Charging
Companies” and each a “Charging Company); and


 


(2)                                  CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, at
Eleven Madison Avenue, New York, NY 10010, United States of America, as
administrative agent and trustee for the Secured Parties.


 


WHEREAS:


 


(A)                              The Lenders have severally agreed to make the Loans to Rockwood
Specialties Group, Inc. (the “US Borrower”) and the UK Borrower and the Letter
of Credit Issuer has agreed to issue Letters of Credit for the account of the
US Borrower and the UK Borrower upon the terms and subject to the conditions
set forth in the credit agreement (the “Credit Agreement”) dated as of 30 July
2004, among the US Borrower, the UK Borrower, Rockwood Specialties
International, Inc., the lending institutions from time to time party thereto
as Lenders, Credit Suisse First Boston (acting through its Cayman Islands
Branch) as administrative agent and collateral agent and UBS Securities LLC and
Goldman Sachs Credit Partners L.P. as co-syndication agents; and


 


(B)                                Under Section 6.1(h) of the Credit Agreement, the Charging Companies are
required to execute this Deed in favour of the Administrative Agent for the
rateable benefit of the Secured Parties.


 


WITNESSES AS FOLLOWS:


 


1.                                       Interpretation


 


1.1                                 Definitions: In this Deed, each of the following expressions has, except
so far as the context otherwise requires, the meaning shown:


 


“1925 Act” means the Law of Property Act 1925 (as
amended); “Act” means the Companies Act 1985 (as amended);


 


“Administrative Agent” means Credit Suisse First
Boston (acting through its Cayman Island Branch) as administrative agent and
trustee for the Secured Parties under this Deed or such other Person as may
from time to time be appointed as successor Administrative Agent to hold the
whole or any part of the security created hereby;


 


“Charged Property” means the property, assets,
undertaking and rights for the time being comprised in or subject to the Liens
created by this Deed; and references to the Charged Property include references
to any part of it;


 


“Closing Time” means 24:00 (German time) on the
Closing Date;


 


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“Debts” means, in relation to each Charging Company,
the assets of such Charging Company described in clause 3.1.1(e);


 


“this Deed” means this present deed and any other
document by which, pursuant to any of its provisions or otherwise, any Charging
Company may grant a Lien to the Administrative Agent in respect of the Charged
Property, as, in each case, from time to time varied in any manner or respect
whatsoever, and “charges contained in this Deed” and “Liens
contained in this Deed” and similar expressions shall be construed accordingly;


 


“Enforcement Event” means the occurrence of an Event
of Default, provided that the Administrative Agent has served notice upon the
UK Borrower to the effect that an Event of Default has occurred and the Liens
constituted under this Deed have become enforceable and provided further that,
notwithstanding the provisions of any other Credit Document, the Administrative
Agent shall not be obliged to enforce the Liens from time to time constituted
by or pursuant to this Deed unless it is satisfied that such action is in
accordance with all applicable laws and regulations;


 


“Incapacity”, in relation to a Person, means the
insolvency, liquidation, dissolution, winding-up, administration, receivership,
amalgamation, reconstruction or any analogous proceeding occurring in relation
to that Person whatsoever;


 


“Insolvency Act” means the Insolvency Act 1986 as
amended by the Insolvency Act 2000 and the Enterprise Act 2002;


 


“Investments” means, in relation to each Charging
Company, all shares, stocks, options, debentures, bonds, warrants, certificates
and other securities (including all shares in its subsidiaries) of any kind
whatsoever now or in the future owned legally or beneficially by such Charging Company or in which such
Charging Company has an interest;


 


“Obligations” means the collective reference to: (i)
(x) the principal of and premium, if any, and interest at the applicable rate
provided in the Credit Agreement (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans extended to the UK Borrower, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, (y) each
payment required to be made by the UK Borrower under the Credit Agreement in
respect of any Letter of Credit, when and as due, including payments in respect
of reimbursement of disbursements, interest thereon and obligations to provide
cash collateral, and (z) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), of the UK
Borrower or any other Credit Party that is a Foreign Subsidiary to any of the
Secured Parties under the Credit Agreement and the other Credit Documents; (ii)
alt covenants, agreements, obligations and liabilities of the UK Borrower under
or pursuant to the Credit Agreement and the other Credit Documents; (iii) all
the covenants, agreements,


 


2

















 


obligations and liabilities of each other Credit
Party that is a Foreign Subsidiary under or pursuant to this Deed or the other
Credit Documents; (iv) all obligations of the UK Borrower and each Credit Party
that is a Foreign Subsidiary under each Hedge Agreement that (x) is in effect
on the Closing Date with a counterparty that is a Lender or an Affiliate of a
Lender as of the Closing Date or (y) is entered into after the Closing Date
with any counterparty that is a Lender or an Affiliate of a Lender at the time
such Hedge Agreement is entered into; and (v) all obligations in respect of
overdrafts and related
liabilities owed to the Administrative Agent or its Affiliates by the UK
Borrower or any other Credit Party that is a Foreign Subsidiary arising from or
in connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds; and references
to Obligations include references to any of them;


 


“Properties” means the properties referred to in
clauses 3.1.1(a) and (b);


 


“Receiver’ means any Person or Persons appointed
(and any additional Person or Persons appointed or substituted) as
administrative receiver, receiver, manager, or receiver and manager by the
Administrative Agent under this Deed or otherwise;


 


“Secured Amounts” means in relation to each Charging
Company, the moneys, obligations and liabilities which such Charging Company
covenants in clause 2 to pay or discharge and all claims, demands and damages
for breach of any such covenant; and references to the Secured Amounts include
references to any of them;


 


“Secured Parties” means (i) the Lenders, (ii) the
Letter of Credit Issuer, (iii) the Swingline Lender, (iv) the Administrative
Agent, (v) the Co-Syndication Agents, (vi) each counterparty to a Hedge
Agreement the obligations under which constitute Secured Amounts, (vii) the beneficiaries
of each indemnification obligation undertaken by the UK Borrower or any other
Credit Party that is a Foreign Subsidiary under any Credit Document and (viii)
any successors, endorsees, transferees and assigns of each of the foregoing and
“Secured Party” means any one of them; and


 


“Taxes” includes all present and future taxes,
levies, imposts, duties, fees or charges of whatever nature together with
interest thereon and penalties in respect thereof and “Taxation” shall be
construed accordingly.


 


1.2                                 Construction: In this Deed, except where the context otherwise requires:


 


1.2.1                        references to a Charging Company include its permitted successors and
assigns and Persons deriving title through or under such Charging Company in
whole or in part and whether at law or in equity and to the Administrative
Agent includes its successors and assigns and Persons deriving title through or
under the Administrative Agent in whole or in part and whether at law or in
equity;


 


1.2.2                        references to freehold and leasehold property include all estates, rights
and interests in all freehold and leasehold property and all buildings,
structures, fixtures (including trade fixtures), fittings and all fixed plant,
machinery and equipment for the time being thereon (and the benefit of all
contracts, licences and warranties relating thereto) and references


 


3

















 


to a mortgage or charge of any freehold or leasehold
property includes (i) the proceeds of sale of any part of that property to the
extent that the Charging Company of that property is entitled to the benefit of
those proceeds and (ii) the benefit of any covenants for title given or entered
into by any predecessor in title of the Charging Company in respect of that
property or any moneys paid or payable in respect of those covenants;


 


1.2.3                        references to intellectual property rights include all patents,
trademarks, service marks, topographical rights, know-how, technical and
confidential information, copyrights, designs, utility models, inventions,
computer software, rights in intemet domain names and databases and similar
assets or rights (whether or not registered or the subject of an application to
register and including improvements, extensions and rights to apply therefor);


 


1.2.4                        references to a document include any deed (including this Deed),
neogitable instrument, certificate, notice or other document of any kind and
references to any document (or a provision thereof) shall be construed as a
reference to that document or provision as from time to time amended,
supplemented, varied, restated or replaced (in whole or in part);


 


1.2.5                        “subsidiary” has the meaning ascribed to it by section 736 of the Act;


 


1.2.6                        references to any statute or other legislative provision shall include
any statutory or legislative modification or re-enactment thereof, or any
substitution therefor;


 


1.2.7                        references to insurances mean, in relation to each Charging Company, all
non-life present and future contracts or policies of insurance taken out by that
Charging Company or in which that Charging Company from time to time has an
interest;


 


1.2.8                        references to “the usual course of business” (and similar expressions)
mean, in relation to any Charging Company, the usual course of business of that
Charging Company as carried on by it at the date of this Deed or otherwise
without a breach of the Credit Agreement occurring;


 


1.2.9                        references to “Lenders” shall be deemed to include Affiliates of Lenders
that may from time to time enter into Hedge Agreements with the UK Borrower;


 


1.2.10                  the words “hereof, “herein”, “hereto” and “hereunder” and words of
similar import when used in this Deed shall refer to this Deed as a whole and
not to any particular provision of this Deed, and Section, subsection, clause
and Schedule references are to this Deed unless otherwise specified. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”; and


 


1.2.11                  the meanings given to terms defined herein shall be equally applicable to
both the singular and plural forms of such terms.


 


1.3                                 Headings: The headings in this Deed shall not affect its interpretation.


 


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1.4                                 Defined terms: Terms and expressions used in this Deed and not defined in
this Deed shall, except so far as the context otherwise requires, have the
meanings given to them in the Credit Agreement.


 


1.5                                 Effect as a deed: This Deed is intended to take effect as a deed
notwithstanding that the Administrative Agent may have executed it under hand
only.


 


2.           Covenant
to pay secured amounts


 


Each Charging Company as primary obligor covenants
with the Administrative Agent (on behalf of the Secured Parties) that it will
pay when due and payable all moneys and liabilities and discharge all
obligations and liabilities whatsoever which now are or at any time hereafter
may (whether on or after any demand) become due, owing or payable or due for
discharge, in any currency, to the Secured Parties by it, actually or
contingently, solely or jointly and/or severally with another or others, as
principal or surety, under or in connection with the UK Guarantee and/or this
Deed and/or, in the case of the UK Borrower only, the Credit Agreement and any
Hedge Agreement and for the avoidance of doubt, including the Obligations.


 


3.           Fixed
and floating charges


 


3.1                                 Charges: Each Charging Company (and in the case of clause 3.1.1(a)(i),
AlphaGary Limited, CSI Wood Protection Limited and Rockwood Additives Limited
only), with full title guarantee and effective immediately upon the Closing
Time, hereby charges and mortgages to the Administrative Agent (on behalf of
the Secured Parties) as a continuing security for the payment or discharge of
the Secured Amounts:


 


3.1.1                        by way of:


 


(a)                                  first legal mortgage:


 


(i)                                     the freehold property listed in schedule 2; and


 


(ii)                                  all other freehold and, subject to any required third party consents, all
leasehold property wheresoever situate (other than any heritable property in
Scotland) now owned by such
Charging Company or in which such
Charging Company has an interest provided that, in any such case, the book
value or Market Value (as defined in the current Appraisal and Valuation Manual
issued by the Royal Institution of Chartered Surveyors) thereof at the date of
this Deed exceeds US$1,000,000 (or the equivalent thereof in any other
currency);


 


(b)                                 first fixed charge, all freehold and, subject to any required third party
consents, leasehold property now owned or hereafter acquired by such Charging
Company or in which such Charging Company has an interest or obtains an
interest after the date of this Deed, save for any such property the subject of
a legal mortgage pursuant to clauses 3.1.1(a) or 12.1.2;


 


5
















 


(c)                                  first fixed charge, all present and future goodwill and uncalled capital
of such Charging Company;


 


(d)                                 first fixed charge, all intellectual property rights for the time being
or hereafter owned by such Charging Company or in which such Charging Company
has or obtains an interest including all fees, royalties and other rights
derived therefrom or incidental thereto, subject to any required third party
consents to such charge being obtained;


 


(e)                                  first fixed charge, all book debts and other debts (including rents,
revenues and claims) and all moneys and liabilities whatsoever whether actual
or contingent for the time being or hereafter owing to such Charging Company
(including the benefit of any judgment or order to pay a sum of money) and the
benefit of any Liens and securities for the time being held by such Charging
Company in respect of any such debts or moneys and all cash deposits in any
account of such Charging Company with any Person and all bills of exchange,
promissory notes and negotiable instruments of any description at any time
owned or held by such Charging Company provided that, to the extent such
Charging Company creates a Lien which is a Permitted Lien within the meaning of
paragraph (k) of the definition of “Permitted Lien” over such assets in
accordance with the terms of the Credit Agreement, the fixed charge created by
this clause 3.1.1(e) shall be subject to such Permitted Lien;


 


(f)                                    first fixed charge, all the right, title and interest of such Charging
Company to and in any proceeds of any present or future insurances; and


 


(g)                                 first fixed charge, all Investments and rights and options to acquire
Investments for the time being or hereafter owned by such Charging Company or
in which such Charging Company has or obtains an interest and all rights in
respect of or incidental thereto including all allotments, dividends, interest
and other distributions and all accretions, benefits and advantages whatsoever
and all property accruing or offered at any time by way of conversion or
redemption, bonus, preference, option, dividend, distribution, interest or
otherwise in respect thereof; and


 


3.1.2                        by way of first floating charge, the undertaking of such Charging Company
and all its property, assets and rights, whatsoever and wheresoever, both present
and future (including all stock in trade and including all freehold and
leasehold property) and whether or not expressed to be mortgaged or charged to
the Administrative Agent under clause 3.1.1 above, if and to the extent such
property, assets and rights are not or have ceased to be effectively mortgaged
or charged by way of first mortgage or fixed charge. The floating charges
created by each Charging Company pursuant to this clause 3.1.2 are “qualifying
floating charges” for the purposes of paragraph 14.2(a) of schedule B1 to
the Insolvency Act and paragraph 14 of schedule B1 to the Insolvency Act shall
apply to this Deed.


 


6

















 


3.2                                 The Credit Documents: The obligation on the part of the Lenders to make further
advances under the Credit Agreement shall be deemed to be incorporated in this
Deed and each Charging Company must apply to the Chief Land Registrar to enter
a note of such obligations on the register of each of the titles referred to in clause
3.3.


 


3.3                                 Registration of restriction against registered titles: Each Charging
Company must apply to the Chief Land Registrar for the registration against the
registered titles (if any) specified in schedule 2 to this Deed of which it is
the owner and any other registered title against which this Deed may be noted
(and against any title to any unregistered property specified in any such
schedule which is or ought to be the subject of a first registration of title
at H.M. Land Registry at the date of this Deed) of a restriction in the
following terms:


 


“Except under an order of the Registrar, no
disposition or dealing by the proprietor of the land is to be registered
without the consent of the proprietor for the time being of the legal charge
dated [ ] 2004 between Rockwood Specialties Limited and others (1) and
Credit Suisse First Boston (acting through its Cayman Islands Branch) (2)”.


 


3.4                                 Assignment: Each Charging Company, with full title guarantee and as a
continuing security for the payment or discharge of the Secured Amounts (to the
extent the same are not the subject of any fixed charge under clause 3.1.1(e))
assigns to the Administrative Agent by way of security all its rights to any
proceeds of claims brought against professional advisers in connection with the
acquisition and other transactions consummated pursuant to the Purchase
Agreement, to the extent such proceeds are not used to reinstate or replace
assets or to meet a liability in respect of which such monies are received.


 


3.5                                 Warranty: Each Charging Company warrants to the Administrative Agent that
it is absolutely legally and beneficially entitled to all of the Charged
Property vested in it as at the date of this Deed (and, in particular, to the property and assets
described in the schedules to this Deed) free from all Liens (other than those
arising pursuant to this Deed, the Liens permitted by the Credit Agreement and
any Liens securing Indebtedness which is no longer outstanding or any Liens
with respect to commitments to lend which have been terminated).


 


3.6                                 Rights attaching to the Investments:


 


3.6.1                        With respect to each Charging Company’s rights and powers relating to the
Investments:


 


(a)                                  such rights and powers shall not be exercised in any manner which is

inconsistent with the security intended to be conferred on the Administrative
Agent by or pursuant to this Deed (save that to the extent such exercise is
permitted by the Credit Agreement it shall be deemed not to be inconsistent
with such security);


 


(b)                                 each Charging Company shall not permit or agree to any variation of the rights
and powers attaching to or conferred by any of the Investments, participate in
any rights issue, elect to receive or vote in favour of receiving any dividends


 


7

















 


other
than in the form of cash or participate in any vote concerning a members
voluntary winding-up or a compromise or arrangement pursuant to Section 425
of the Act, in each case other than as permitted by the Credit Documents;


 


(c)                                  subject to paragraph (d) below, each Charging Company shall be
entitled to receive all
dividends, interest and other
monies arising from the Investments and the Administrative Agent undertakes to
pay to the relevant Charging Company all dividends, interest and other movies
arising from the Investments which it may receive promptly upon receipt or to
execute a dividend mandate in favour of such Charging Company; and


 


(d)                                 after the occurrence of an Enforcement Event and whilst such event is continuing
(and without any consent or authority on the part of any Charging Company) the
Administrative Agent may at the Administrative Agents discretion (in the name
of the relevant Charging Company or otherwise):


 


(i)                                     exercise (or refrain from exercising) any voting rights in respect of the
Investments;


 


(ii)                                  apply all dividends, interest and other monies arising from the Investments
as though they were the proceeds of sale under this Deed as set out in clause
8.1;


 


(iii)                               transfer the Investments into the name of the Administrative Agent or such
nominee(s) of the Administrative Agent as it shall require; and


 


(iv)                              exercise (or refrain from exercising) the powers and rights conferred on
or exercisable by the legal or beneficial owner of the Investments to exercise
all powers given to trustees by the Trustee Act 2000 in respect of securities
or property subject to a trust.


 


4.                                       Continuance of security and release


 


4.1                                 Continuing security: Without prejudice to the generality of clause 2, the
charges contained in this Deed are
made for securing the Secured Amounts, including
further advances and shall be without prejudice and in addition to
any other security whatsoever which may be held by the Administrative Agent
from any Charging Company or any other Person for or in respect of the whole or
part of the Secured Amounts; and the charges, covenants and provisions
contained in this Deed shall remain in force as continuing security to the
Administrative Agent notwithstanding any settlement of account or the existence
at any time of a credit balance on any current or other account or any other
act, event or matter whatsoever, except only the execution by the
Administrative Agent as a deed of an absolute and unconditional release or the
execution by or on behalf of the Administrative Agent of a receipt for all (and
not part only) of the Secured Amounts.


 


4.2              Retention
of security: Subject to clause 4.3, the Administrative Agent shall be entitled
to retain the security constituted by this Deed until the date on which all the
Secured


 


8

















 


Amounts and the obligations of the Charging
Companies under this Deed shall have been satisfied by payment in full, the
Commitments shall be terminated and no Letters of Credit shall be outstanding,
notwithstanding that from time to time during the term of the Credit Agreement
and any Hedge Agreement the Credit Parties may be free from any Secured
Amounts.


 


4.3                                 Release of security:


 


(a)                                  Upon any sale or other transfer by any Charging Company of any Charged
Property that is permitted under the Credit Agreement to any Person, or upon
the effectiveness of any written consent to the release of the security
interest granted hereby in any such Charged Property pursuant to Section 14.1
of the Credit Agreement, the obligations of such Charging Company with respect
to such Charged Property shall be automatically released.


 


(b)                                  A Charging Company shall automatically be released from its obligations
hereunder and the security constituted by this Deed in the assets of such
Charging Company shall be automatically
released upon the consummation of
any transaction permitted by the Credit Agreement as a result of which such
Charging Company ceases to be a subsidiary of the US Borrower.


 


4.4                                 Documents of release: In connection with any termination or release
pursuant to clause 4.3 the Administrative Agent shall execute and deliver to
any Charging Company, at such Charging Company’s expense, all documents that
such Charging Company shall reasonably request to evidence such termination or
release. Any execution and delivery of documents pursuant to this clause 4.4
shall be without recourse to or warranty by the Administrative Agent.


 


5.                                       General covenants and representations


 


5.1                                 Covenants: During the subsistence of the security constituted by this
Deed, each Charging Company in respect of its own Charged Property further
covenants with the Administrative Agent as follows, subject in each case to the
provisions of the Credit Agreement so that matters not restricted thereunder
shall not be restricted by this Deed:


 


5.1.1                        it will not create or permit to exist any Lien in, over or affecting any
of the Charged Property;


 


5.1.2                        it will not (i) except as permitted by the Credit Agreement, sell or
otherwise dispose of, or grant any option or warrant with respect to, any of
the Charged Property or (ii) except as permitted by the Credit Agreement,
create or suffer to exist any consensual Lien upon or with respect to any of
the Charged Property, except for the Lien created under this Deed; provided
that in the event a Charging Company sells or otherwise disposes of assets
permitted by the Credit Agreement and such assets are or include any of the
Charged Property, the Administrative Agent shall release such Charged Property
in accordance with clauses 4.3 and 4.4 above;


 


9

















 


5.1.3                        it will furnish to the Administrative Agent and the Lenders from time to
time statements and schedules further identifying and describing the assets and
property of such Charging Company and such other reports in connection
therewith as the Administrative Agent may reasonably request;


 


5.1.4                        it will collect in the usual course of business as agent for the
Administrative Agent in a proper and efficient manner and pay into its account
with the Administrative Agent or such other account as the Administrative Agent
may from time to time permit all moneys which it may receive in respect of its
Debts forthwith on receipt (such Charging Company acknowledging that it may
not, without the prior written consent of the Administrative Agent, at any time
when an Enforcement Event is continuing, withdraw any such moneys from such
account) and not transfer, factor, discount, sell, release, compound,
subordinate, defer or vary the terms of any Debts for the time being due, owing
or payable to such Charging Company, nor otherwise set off or otherwise deal
with the same except by getting in the same in the usual course of business;


 


5.1.5                        it will not call up or receive in
advance of calls all or any part
of the uncalled capital of such Charging Company;


 


5.1.6                        it shall maintain the security constituted by this Deed as a perfected
security interest having at least the priority described in clause 5.2(i) and
shall defend such security interest against the claims and demands of all
Persons whomsoever;


 


5.1.7                        it will advise the Administrative Agent and the Lenders promptly, in
reasonable detail, of any Lien of which it has knowledge (other than the
security constituted hereby or Permitted Liens) on any of the Charged Property
which would adversely affect, in any material respect, the ability of the
Administrative Agent to exercise any of its remedies hereunder;


 


5.1.8                        it will, as soon as reasonably practicable, inform the Administrative
Agent in writing if it acquires or agrees to acquire:


 


(a)                                  any freehold or leasehold property or any beneficial interest therein and
in the case of the acquisition or agreement to acquire any beneficial interest
to notify to the Administrative Agent the names and addresses of the trustees
thereof;


 


(b)                                  any Investments or rights to acquire Investments; and/or


 


(c)                                  any intellectual property rights,


 


but, in each case (other than, in the case of clause
5.1.8(b), where the relevant Investments are Investments in a Charging Company
or in any other company all or substantially all of the shares of which are at
that time owned by Charging Companies), only if the book value or Market Value
(for the time being as defined in the Appraisal and Valuation Manual issued by
the Royal Institution of Chartered Surveyors) thereof exceeds US$1,000,000 (or
its equivalent in another currency);


 


10

















 


5.1.9                        it shall take all such action as is available to it and (prior to the
occurrence of an Enforcement Event) requested of it by the Administrative Agent
(acting reasonably):


 


(b)                                 to make all such filings and registrations and to take all such other
steps as may be necessary in connection with the creation, perfection,
protection or maintenance of any security which it may, or may be required to,
create in connection herewith;


 


5.1.10                  if so requested by the Administrative Agent, it will deliver to the
Administrative Agent (or procure delivery to the Administrative Agent of), and
the Administrative Agent shall be entitled to hold and retain, all (or such
part thereof as may from time to time be specified by the Administrative Agent)
of the Investments or the certificates and other documents of title to or
representing the same held or acquired by the Charging Company or its nominee(s) together
with, in each case in form and substance satisfactory to the Administrative
Agent:


 


(a)                                  if any of the Investments
are not in the sole name of such Charging
Company, a declaration of trust in respect of such Investments (to the extent
of such Charging Company’s interest therein) in favour of such Charging Company
executed by each Person other
than such Charging Company in whose name such Investments are registered or
held;


 


(b)                                  an instrument or instruments of or relating to the transfer or assignment
of such Investments (with the name of the transferee or assignee, the
consideration and the date left blank, but otherwise duly completed) executed
by each Person in whose name any of such Investments are registered or held;
and


 


(c)                                  any other document or thing which the Administrative Agent may reasonably
specify with a view to perfecting or protecting its security over the
Investments,


 


and so that:


 


(i)                                    the Administrative Agent may at any time after the occurrence of an
Enforcement Event which is continuing have the Investments registered in its
name or in the name of, or otherwise have the same held by, one or more
nominees on its behalf; and


 


(ii)                                notwithstanding any other provisions of this Deed, the Administrative
Agent shall not register itself or any nominee as the owner (whether by legal
mortgage or otherwise) of any of the shares in any Charging Company prior to
the occurrence of an Enforcement Event;


 


5.1.11                  it will promptly upon the accrual, offer or issue of any Investments (in
the form of stocks, shares, warrants or other securities) in which such
Charging Company has a beneficial interest, procure the delivery to the
Administrative Agent of (a) all certificates and other documents of title
to or representing such Investments and (b) each of the other documents
referred to in paragraphs (a), (b) and (c) of clause 5.1.10;


 


11

















 


5.1.12                  it will during the subsistence of the security from time to time
constituted by or pursuant to this Deed pay on the same becoming due all calls
or other payments which may be or become due in respect of any of the
Investments, and in any case of default by such Charging Company in this
respect, the Administrative Agent
may if it thinks fit make any such payment on behalf of such Charging Company
in which event any sums so paid by the Administrative Agent shall be reimbursed
by the relevant Charging Company to the Administrative Agent on demand and
shall carry interest from the date of payment by the Administrative Agent until
so reimbursed at the rate and otherwise as mentioned in Section 2.8(c)(y) of
the Credit Agreement;


 


5.1.13                  it will observe and perform all material covenants, requirements and
obligations from time to time imposed on, applicable to or otherwise affecting
the Properties and/or the use, ownership, occupation, possession, operation,
repair, maintenance or other enjoyment or exploitation of its Properties
whether imposed by statute, law or regulation, contract, lease, licence, grant
or otherwise, carry out all registrations or renewals and generally do all
other acts and things (including the taking of legal proceedings) necessary or
desirable to maintain, defend or preserve its right, title and interest to and
in the Properties without infringement by any third party and not without the
prior written consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) enter into any onerous or restrictive
obligations affecting any of the same or agree any rent review relating to any
interest in any of its Properties, save in all such cases to the extent that
any failure to do so could not be reasonably expected to have a Material
Adverse Effect;


 


5.1.14                  it will not make any structural or material alteration without the prior
written consent of the Administrative Agent (not to be unreasonably withheld or
delayed) to or to the user of any of the Properties or do or permit to be done
anything which is a “development” within the meaning of the Town and Country
Planning Acts from time to time or any orders or regulations under such Acts or
do or permit or omit to be done any act, matter or thing as a consequence of
which any provision of any statute, bye-law, order or regulation or any
condition of any consent, licence, permission or approval (whether of a public
or private nature) from time to time in force imposed on, applicable to or
otherwise affecting any of its Properties is or may be infringed to the extent
that, in all cases, such an action could reasonably be expected to have a
Material Adverse Effect;


 


5.1.15                  it will:


 


(a)                                  punctually pay, or procure the payment (using all reasonable endeavours)
of, all present and future rent, rates, taxes, duties, charges, assessments,
impositions and outgoings whatsoever (whether imposed by agreement, statute or
otherwise) now or at any time during the continuance of this security payable
in respect of its Properties or any part thereof or by the owner or occupier
thereof in each case where failure to do so could
reasonably be expected to have a Material Adverse Effect; and


 


(b)                                  punctually indemnify the Administrative Agent and the other Secured
Parties and any Receiver (on a several basis) against all present and future
rent, rates, taxes,


 


12

















 


duties,
charges, assessments, impositions and outgoings whatsoever (whether imposed by
agreement, statute or otherwise) now or at any time during the continuance of
this security payable in respect
of its Properties or any part thereof or by the owner or occupier thereof to
the extent paid by the Administrative Agent, any Secured Party or any Receiver
in accordance with the terms hereof;


 


5.1.16                  it will not without the prior written consent of the Administrative Agent
(such consent not to be unreasonably withheld) grant any lease, part with
possession or share occupation of the whole or any part of any of its
Properties or confer any licence, right or interest to occupy or grant any
licence or permission to assign, underlet or part with possession of the same
or any part thereof or permit any Person:


 


(a)                                  to be registered (jointly with the relevant Charging Company or
otherwise) as proprietor under the Land Registration Acts of any of its
Properties nor create or permit to arise any overriding interest affecting the
same within the definition in those Acts or within the meaning of the Land
Registration (Scotland) Act 1979; or


 


(b)                                 to become entitled to any right, easement, covenant, interest or other
title encumbrance which might reasonably be expected to materially adversely
affect the use, value or marketability of any of its Properties; and


 


5.1.17                  it will not without the prior written consent of the Administrative Agent (such consent not to be unreasonably
withheld) vary, surrender, cancel or dispose of, or permit to be forfeit, any
leasehold interest in any of its Properties.


 


The obligations of each Charging Company under this
clause 5 shall be in addition to and not in substitution for the covenants for
title deemed to be included in this Deed by virtue of Part 1 of the Law of
Property (Miscellaneous Provisions) Act 1994.


 


5.2                                 Representations: During the subsistence of the security constituted by
this Deed, each Charging Company in respect of its own Charged Property
represents to the Administrative Agent that (i) the security constituted
by this Deed constitutes valid and perfected first-priority security in the
Charged Property in favour of the Administrative Agent, for the rateable
benefit of the Secured Parties, as security for the Secured Amounts subject to (a) the
filing of the prescribed particulars of such security pursuant to Section 395
of the Act and (b) the registration of such security at the Land Registry
or the Land Charges Registry (as appropriate) and (ii) except for the
security constituted by this Deed, the Liens permitted by the Credit Agreement
and any Liens securing Indebtedness which is no longer outstanding or any Liens
with respect to commitments to lend which have been terminated, such Charging
Company owns each item of the Charged Property free and clear of any and all
Liens or claims of others. Each Charging Company covenants with and represents
to the Administrative Agent that no security agreement, financing statement or
other public notice with respect to
all or any part of the Charged Property that evidences a Lien securing any
material Indebtedness is on file or of record in any public office, except such
as have been filed in favour of the Administrative Agent, for the rateable
benefit of the Secured Parties, pursuant to this Deed or are permitted by the
Credit Agreement.


 


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5.3                                 Powers and authorisations: Each Charging Company covenants with and
represents to the Administrative Agent that the documents which contain or
establish such Charging Company’s constitution include provisions which give
power, and all necessary corporate authority has been obtained and action
taken, for such Charging Company to grant the charges contained in this Deed
and execute and deliver, and perform the covenants and obligations contained
in, this Deed and that this Deed constitutes valid and binding obligations of
such Charging Company enforceable in accordance with its terms.


 


5.4                                 Non-violation: Each Charging Company further covenants and represents to
the Administrative Agent that neither the execution and delivery of this Deed
nor the performance of any of the covenants contained in it does or will
contravene or constitute a default under (or result in the creation or
imposition of, or the obligation to create or impose, any Lien upon any of its property or assets
pursuant to), or cause to be exceeded any limitation on it or the powers of its
directors imposed by or contained in:


 


5.4.1                        any law by which it or any of its assets is bound or affected;


 


5.4.2                        any document which contains or establishes its constitution; or


 


5.4.3                        any agreement to which it is a party or by which any of its assets is
bound.


 


5.5                                 Non-compliance by any Charging Company: If any Charging Company for any
reason fails to perform any of its obligations to the Administrative Agent
under this Deed, the Administrative Agent shall have power but shall not be
obliged, on behalf of or in the name of such Charging Company or otherwise, to
perform the obligation and to take any steps which the Administrative Agent
may, in its absolute discretion, reasonably consider appropriate with a view to
remedying or mitigating the consequences of such failure, but so that the
exercise of this power, or the failure to exercise it, shall in no circumstances
prejudice the Administrative Agents rights under this Deed. Any moneys so
expended by the Administrative Agent shall be repayable by such Charging
Company to the Administrative Agent on demand together with interest at the
rate specified in Section 2.8(c)(y) of the Credit Agreement from the
date of payment by the Administrative Agent until such repayment, both before
and after judgment. No exercise by the Administrative Agent of its powers under this clause 5.5 shall make the Administrative Agent or any
other of the Secured Parties liable to account as a mortgagee or heritable
creditor in possession.


 


5.6                                 Credit Agreement: Each Charging Company hereby warrants and represents
that the representations and warranties set forth in Section 8 of the
Credit Agreement as they relate to the Charging Companies or in the other
Credit Documents to which each of the Charging Companies is a party, each of
which is hereby incorporated herein by reference, are true and correct, and the
Administrative Agent and each other Secured Party shall be entitled to rely on
each of them as if they were fully set forth herein.


 


6.                                       The Administrative Agent’s powers


 


6.1                                 Amounts due: The Secured Amounts shall be deemed to have become due for
the purposes of section 101 of the 1925 Act and the statutory power of sale and
of appointing


 


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a receiver which are conferred on the Administrative
Agent under that Act (as varied or extended by this Deed) and all other powers
shall be deemed to arise immediately after execution of this Deed but shall
only be exercisable after the occurrence of an Enforcement Event which is
continuing.


 


6.2                                 Power of sale: Section 103 of the 1925 Act shall not apply in
relation to any of the charges contained in this Deed and the statutory power
of sale (as extended by this Deed) and all other powers shall be exercisable at
any time after the occurrence of an Enforcement Event which is continuing.


 


6.3                                 Law of Property Act 1925: The provisions of the 1925 Act relating to the
power of sale and the other powers conferred by section 101(1) and (2) are
hereby extended (as if such extensions were contained therein) to authorise the
Administrative Agent at its absolute discretion, but only after the occurrence of an Enforcement Event which is
continuing:


 


6.3.1                        to sell all of each Charging Company’s title to or interest in the
Charged Property, and to do so for any shares, debentures or other securities
whatsoever, or in consideration of an agreement to pay all or part of the
purchase price at a later date or dates, or an agreement to make periodical
payments, whether or not the agreement is secured by a Lien or a guarantee, or
for such other consideration whatsoever as the Administrative Agent may think
fit, and also to grant any option to purchase, and to effect exchanges;


 


6.3.2                        with a view to selling the Charged Property (or offering it for sale), to
repair, replace and develop the Charged Property and to apply for any
appropriate permission, licence or approval;


 


6.3.3                        with a view to or in connection with the sale of the Charged Property, to
carry out any transaction, scheme or arrangement which the Administrative Agent
may, in its absolute discretion, consider appropriate;


 


6.3.4                        to insure the Charged Property against such risks and for such amounts as
the Administrative Agent may consider prudent; and


 


6.3.5                        to do all or any of the things or exercise all or any of the powers which
are mentioned or referred to in clause 7.6 as if each of them was expressly
conferred on the Administrative Agent by this Deed and which may not be
included in clauses 6.3.1 to 6.3.4 above.


 


6.4                                 Delegation to Receiver: In addition and without prejudice to any of its
statutory powers, the Administrative Agent may at any time by deed delegate to
the Receiver all or any of the extended powers of leasing, surrendering or
accepting surrenders of leases conferred on the Administrative Agent by this
Deed.


 


6.5                                 Statutory power of leasing: The Administrative Agent shall have the power
to lease and make agreements for leases at a premium
or otherwise, to accept surrenders of leases and to grant options on
such terms as the Administrative Agent shall consider expedient and without the
need to observe any of the provisions of sections 99 and 100 of the 1925 Act.


 


7.                                       Receiver or Administrator


 


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7.1                                 Appointment: Subject to clause 7.7, the Administrative Agent may by
writing or by deed appoint such Person or Persons (including an officer or
officers of the Administrative Agent) as it thinks fit to be administrator for
the company concerned or Receiver of the Charged Property or any part thereof
and, in the case of an appointment of more than one Person, to act together or
independently of the other or others and the Administrative Agent may make such
appointment at any time after it has demanded payment of the Secured Amounts
which are due and payable but unpaid or if it is requested to do so by the
relevant Charging Company or upon the presentation of a petition or application
to the court for an administration order in respect of the relevant Charging
Company or if any Person who is entitled to do so gives written notice of its
intention to appoint an administrator or files such a notice with the court.
Where more than one Receiver is appointed, each joint Receiver shall have the
power to act severally and independently of any other joint Receivers, except
to the extent the Administrative Agent may specify to the contrary. The powers
of appointment of a Receiver shall be in addition to all statutory and other
powers of appointment under the 1925 Act (as extended by this Deed) or
otherwise and such powers shall remain exercisable from time to time by the
Administrative Agent in respect of any part of the Charged Property in
accordance with the terms of this Deed.


 


7.2                                 Removal and replacement: Except as otherwise required by statute, the
Administrative Agent may by writing or by deed remove (so far as it is lawfully
able) a Receiver and appoint another in his place or to act as an additional
Receiver.


 


7.3                                 Extent of appointment: The exclusion of any part of the Charged Property
from the appointment of any Receiver shall not preclude the Administrative
Agent from subsequently extending his or their appointment (or that of any
Receiver replacing him or them) to that part or appointing another Receiver over
any other part of the Charged Property.


 


7.4                                 Agent of the relevant Charging Company: A Receiver shall be the agent of the Charging Company in respect of whose Charged Property he
is appointed and such Charging Company alone shall be responsible for his acts
and defaults and liable on any contracts or engagements made or entered into or adopted by him; and in
no circumstances whatsoever shall the Administrative Agent be in any way
responsible for or incur any liability in connection with his contracts, engagements,
acts, omissions, misconduct, negligence or default and, if a liquidator of such
Charging Company shall be appointed, the Receiver shall act as principal and
not as agent for the Administrative Agent


 


7.5                                 Remuneration: Subject to section 36 of the Insolvency Act 1986, the
remuneration of any Receiver may be fixed by the Administrative Agent at a rate
appropriate to the work and responsibilities involved (and may be or include a
commission calculated by reference to the gross amount of all moneys received
or otherwise and may include remuneration in connection with claims, actions or
proceedings made or brought against such Receiver by any Charging Company or
any other Person or the performance or discharge of any obligation imposed upon
him by statute or otherwise) but such remuneration shall be payable by the
relevant Charging Company alone; and the amount of such remuneration may be
debited by the Administrative Agent to any account of such Charging Company,


 


16

















 


but shall, in any event, form part of the Secured
Amounts and accordingly be secured on the Charged Property under the charges
contained in this Deed.


 


7.6                                 Powers: A Receiver of a Charging Company shall have any and all powers
conferred on an administrative receiver, receiver, manager, receiver and
manager, mortgagor and mortgagee in possession by statute or common law. In
addition, a Receiver of a Charging Company shall have the following powers in
relation to the Charged Property in respect of which he is appointed:


 


7.6.1                        to enter upon, take possession of, get in and collect the Charged
Property (or such part thereof in respect of which he may be appointed)
including rents and income whether accrued before or after the date of his
appointment;


 


7.6.2                        to carry on, manage, concur in or authorise the management of, or appoint
a manager of the whole or any part of the business of the relevant Charging
Company;


 


7.6.3                        to sell, exchange, license, surrender, release, disclaim, abandon, return
or otherwise dispose of or in any way whatsoever deal with the Charged Property
or any interest in the Charged Property for such consideration (if any),
including any Investments whatsoever, and upon such terms (including by
deferred payment or payment by instalments) as he may think fit and to concur
in any such transaction;


 


7.6.5                        to grant any leases whatsoever and to let on charter, sub-charter, hire,
lease or sell on condition and to grant rights, options, licences or easements
over the whole or any part of the Charged Property and (with or without
consideration) to rescind, surrender or disclaim or accept or agree to accept
surrenders or disclaimers of leases, hire purchase contracts or agreements
relating to or affecting the Charged Property in such circumstances, to such
Persons (including, without limitation, to the Administrative Agent), for such
purposes and upon such terms whatsoever as he may think fit and also to vary
the terms of any lease or contract affecting the Charged Property and to act in
relation to any review of the rent or provide payments under such a lease in
such manner as he may think fit;


 


7.6.6                        to appoint, engage, dismiss or vary the terms of employment of employees,
officers, managers, agents and advisers of the relevant Charging Company upon
such terms as to remuneration and otherwise and for such periods as he may
determine;


 


7.6.7                        to insure, protect, decorate, maintain, repair, alter, improve, replace,
exploit, sever fixtures from, demolish, add to and develop or concur in so
doing the Charged Property or any part thereof in any manner and for any
purpose whatsoever;


 


7.6.8                        for such consideration and on such terms as he may think fit, to purchase
outright or acquire by leasing, hiring, licensing or otherwise, any land,
buildings, plant, equipment, vehicles or materials or any other property,
assets or rights of any description which he considers necessary or desirable
for the carrying on, improvement or realisation of any of the Charged Property
or the business of the relevant Charging Company or otherwise for the benefit
of the Charged Property;


 


17

















 


7.6.9                        in connection with the exercise or the proposed exercise of any of his
powers or in order to obtain payment of his remuneration (whether or not it is
already payable), to borrow or raise money from any Person, including the
Administrative Agent, without security or on the security of the Charged
Property and generally in such manner and on such terms as he may think fit;


 


7.6.10                  to bring, defend, submit to arbitration, negotiate, compromise, abandon
and settle any claims, disputes and proceedings concerning the Charged Property
or any part thereof;


 


7.6.11                  to transfer all or any of the Charged Property and/or any of the
liabilities of the relevant Charging Company to any other company or body
corporate, whether or not formed or acquired for the purpose and to form a
subsidiary or subsidiaries of the relevant Charging Company;


 


7.6.12                  to call up or require the directors of the relevant Charging Company to
call up all or any portion of the uncalled capital for the time being of such
Charging Company and to enforce payment of any call by action (in the name of
such Charging Company or the Receiver as may be thought fit);


 


7.6.13                  to redeem, discharge or compromise any Lien over or with respect to the
Charged Property;


 


7.6.14                  to effect or maintain indemnity insurance and other insurance and obtain
bonds and performance guarantees;


 


Charging Company or otherwise, as he may think fit,
all documents, receipts, registrations, acts or things which he may consider
appropriate;


 


7.6.16                  to exercise all powers, discretions, voting, conversion or other rights
or entitlements in relation to any of the Charged Property of an absolute
owner, together with all powers which are incidental to the ownership of or
rights in or to any Charged Property and to complete or effect any transaction
entered into by the relevant Charging Company and complete, disclaim, abandon
or modify all or any of the outstanding contracts or arrangements of such
Charging Company relating to or affecting the Charged Property;


 


7.6.17                  to exercise all powers as are described in Schedule 1 to the Insolvency
Act 1986, whether or not the Receiver is an “administrative receiver” as
defined in that Act; and


 


7.6.18                  generally to carry out, or cause or authorise to be carried out, any
transaction, scheme or arrangement whatsoever, whether similar or not to any of
the foregoing, in relation to the Charged Property which he may consider
expedient or conducive to any of the functions, powers, authorities or
discretions on or vested in him and as effectually as if he were solely and
absolutely entitled to the Charged Property.


 


7.7                                 Insolvency Act 2000, void provisions: The Administrative Agent may not
appoint a Receiver solely as a result of:


 


7.7.1                        the obtaining of a moratorium by any Charging Company; or


 


18

















 


7.7.2                        anything done by any Charging Company with a view to obtaining a
moratorium, in each case under section lA of and schedule Al to the Insolvency
Act to the extent they are applicable to any Charging Company.


 


8.                                       Application of proceeds


 


8.1                                 Application: All moneys arising from the exercise of the powers of the
Receiver or the Administrative Agent shall be held on trust by the
Administrative Agent for the benefit of itself and the other Secured Parties
(for so long as they remain Secured Parties) and (subject to any claims ranking
in priority to the Secured Amounts and except as otherwise directed by the
Administrative Agent) shall be applied in or towards discharging, in the
following order of priority:


 


8.1.1                        first, to the amount of all moneys raised or borrowed by the Receiver,
and all costs, charges, expenses and liabilities paid, incurred or charged by
the Receiver (including any amounts for which he is entitled to be indemnified)
in connection with or as a result of the exercise of his powers and the
remuneration of the Receiver, in such order as the Receiver or the
Administrative Agent may from time to time determine;


 


8.1.2                        second, to the payment of all reasonable and documented costs and
expenses incurred by the Administrative Agent in connection with such
collection or sale or otherwise in connection with this Deed, the other Credit
Documents or any of the Secured Amounts, including all court costs and the
reasonable fees and expenses of its agents and legal counsel, the repayment of
all advances made by the Administrative Agent hereunder or under any other
Credit Document on behalf of any Charging Company and any other reasonable and
documented costs or expenses incurred in connection with the exercise of any
right or remedy hereunder or under any other Credit Document;


 


8.1.3                        third, to the Secured Parties, an amount equal to all Secured Amounts
owing to them on the date of any such distribution, and, if such moneys shall
be insufficient to pay such amounts in full,
then rateably (without priority of any one over any other) to such
Secured Parties in proportion to the unpaid amounts thereof; and


 


8.1.4                        fourth, any surplus then remaining shall be paid to the Charging
Companies or to whomsoever may be lawfully entitled to receive the same or as a
court of competent jurisdiction may direct.


 


Each Charging Company agrees and acknowledges that
the Administrative Agent is entering into this Deed, and holds its rights and
benefits hereunder, as trustee for and on behalf of the Secured Parties in
accordance with the terms of clause 20.


 


8.2                                 Accounts: Notwithstanding the provisions of clause 8.1, all moneys from
time to time received by the Administrative Agent from any Charging Company or
any Person or Persons liable to pay the same or from any Receiver or otherwise
on the realisation or enforcement of the charges contained in this Deed may be
applied by the Administrative Agent either as a whole or in such proportion as
the Administrative Agent shall think fit to any account or item of account or
any transaction and, without limitation, the Administrative Agent may in its
absolute discretion at all times pending the payment to


 


19

















 


the Administrative Agent of all of the Secured
Amounts place and keep to the credit of a separate or suspense interest bearing
account (subject to the accrual of interest at market rates for the account of
the relevant Charging Company) any money received by the Administrative Agent
from such Charging Company or such other Persons for so long and in such manner
as the Administrative Agent may determine without any obligation to apply the
same or any part thereof in or towards the discharge of any of the Secured
Amounts.


 


8.3                                 Receiver’s Receipts: Sections 109(6) and (8) of the 1925 Act
shall not apply in relation to a Receiver appointed under this Deed.


 


9.                                       Protection of third parties


 


9.1                                 Enquiry: No purchaser from, or other Person dealing with, the
Administrative Agent or any Receiver shall be concerned to enquire whether any
of the powers exercised or purported to be exercised has arisen or become
exercisable, whether the Secured Amounts remain outstanding, whether the
Administrative Agent or any Receiver is authorised to act or as to the propriety or validity of the exercise or purported exercise of any
power; and the title of such a purchaser and the position of such a Person shall
not be impeachable by reference to any of those matters and the protections
contained in sections 104 to 107 of the 1925 Act, section 42(3) of the
Insolvency Act or in any other applicable legislation shall apply to any Person
purchasing from or dealing with a Receiver or the Administrative Agent.


 


9.2                                 Receipts: The receipt of the Administrative Agent or any Receiver shall
be an absolute and a conclusive discharge to a purchaser and shall relieve him
of any obligation to see to the application of any moneys paid to or by the
direction of the Administrative Agent or the Receiver.


 


9.3                                 Construction: In clauses 9.1 and 9.2, “purchaser” includes any Person
acquiring any lease of or Lien over, or any other interest or right whatsoever
in relation to, the Charged Property.


 


10.                Protection
of Administrative Agent and Receiver


 


10.1                           Liability: Neither the Administrative Agent nor any Receiver shall be
liable to any Charging Company in respect of any loss or damage which arises
out of the exercise, the attempted or purported exercise or the failure to
exercise any of their respective powers. Notwithstanding the foregoing, neither
the Administrative Agent, any Receiver or any Secured Party shall be entitled
to be indemnified in respect of any part of the foregoing if it arises as a
result of such party’s gross negligence or wilful misconduct.


 


10.2                           Possession: Without prejudice to the generality of clause 10.1, entry
into possession of the Charged Property shall not render the Administrative
Agent or any Receiver liable to account as mortgagee or heritable creditor in
possession; and if and whenever the Administrative Agent or any Receiver enters
into possession of the Charged Property, it shall be entitled at any time to go
out of such possession.


 


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11.                Expenses
and indemnity


 


11.                                 Expenses: Each Charging Company further covenants with the Administrative
Agent to reimburse or pay to the Administrative Agent or any Receiver (on the
basis of a full indemnity) the amount of all costs (including legal costs),
charges and expenses reasonably incurred or sustained by the Administrative
Agent or such Receiver (including, for the avoidance of doubt, any such costs,
charges and expenses arising from any act or omission of, or proceedings
involving, any third party) in connection with:


 


11.1.1                  the investigation of title to or any survey, inspection or valuation of
the Charged Property vested in such Charging Company under or in connection
with this Deed, and the preparation, registration or perfecting of this Deed
(or any of the charges contained in it), or any other document entered into
between the relevant Charging Company and the Administrative Agent;


 


11.1.2                  the lawful exercise by or on behalf of the Administrative Agent or any
Receiver of any of the powers of the Administrative Agent or such Receiver, and
the enforcement, preservation or attempted preservation of this Deed or the
Charged Property or any other action taken by or on behalf of the
Administrative Agent or any Receiver with a view to or in connection with the
recovery by the Administrative Agent of the Secured Amounts from such Charging
Company or any other Person; and


 


11.1.3                  the carrying out of any other act or matter which the Administrative
Agent or any Receiver considers to be necessary for the preservation,
improvement or benefit of the Charged Property.


 


11.2                           Indemnity: Each Charging Company hereby agrees to pay, and to indemnify
the Administrative Agent, the Secured Parties, any Receiver and any attorney,
agent or other Person appointed by the Administrative Agent or any Receiver
under this Deed and the Administrative Agent’s officers and employees (each an
indemnified Party”) on an after tax basis from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration
of this Deed to the extent either of the Borrowers would be required to do so
pursuant to the terms of the Credit Agreement.


 


11.3                           Taxes: All sums of whatsoever nature which are payable by any Charging
Company under this Deed and which are now or at any time hereafter become
subject to value added tax or any similar tax shall be deemed to be exclusive
of value added tax or any similar tax and each Charging Company in addition to
such sums will indemnify the Administrative Agent from and against all claims
and liabilities whatsoever in respect thereof. Each Charging Company agrees to
pay, and to indemnify the Administrative Agent, any Receiver and the Secured
Parties against any and all liabilities with respect to, or resulting from any
delay in paying, any and all stamp, excise, sales or other taxes which may be payable
or determined to be payable with respect to any of the Charged Property or in
connection with any of the transactions contemplated by this Deed.


 


21

















 


12.                                 Protection of charges


 


12.1                           Fixed mortgage: Each Charging Company further covenants with the
Administrative Agent at such Charging Company’s own cost, as a continuing
security for the payment or discharge of the Secured Amounts:


 


12.1.1                  to deposit with the Administrative Agent (which it may, subject to the
terms of the Credit Agreement, retain during the continuance of the charges
contained in this Deed) if the Administrative Agent so requires:


 


(a)                                  all documents of title and other documents relating to its Properties,
any subordinate interest in any of them, the insurance policies relating
thereto and the intellectual property rights of such Charging Company;


 


(b)                                 all documents representing rights to acquire Investments; and


 


(c)                                  all documents creating or evidencing Liens in favour of such Charging
Company and all securities in respect of any debts payable to such Charging
Company.


 


12.1.2                  if the Administrative Agent so requires, promptly to execute a legal
mortgage, registered charge or equitable charge (as the Administrative Agent
may require), on terms comparable (so far as reasonably possible) to the Liens
intended to be created by this Deed, over any freehold or, subject to any
required third party consents, leasehold property which is hereafter acquired
by such Charging Company or which, at the date of this Deed, is owned by such
Charging Company, but which is not specified in schedule 2 to this Deed
provided that (in the case of a requirement to execute a legal mortgage), at
the date the Administrative Agent so requires, the book value or Market Value
(for the time being as defined in the Appraisal and Valuation Manual issued by
the Royal Institution of Chartered Surveyors) of such property exceeds
US$1,000,000 (or the equivalent thereof in any other currency);


 


12.1.3                  if the Administrative Agent so requires, promptly to execute a fixed
mortgage or charge (as the Administrative Agent may require), on terms
comparable (so far as reasonably possible) to the Liens intended to be created
by this Deed of all or any part of the Charged Property which is for the time
being subject to the floating charge contained in this Deed;


 


12.1.4                  if the Administrative Agent so requires, promptly to execute an
assignment to the Administrative Agent (on behalf of the Secured Parties) on
terms comparable (so far as reasonably possible) to the Liens intended to be
created by this Deed of all or any debts or moneys payable to such Charging
Company and any Liens or documents relating to them or otherwise to negotiate
the same to the Administrative Agent;


 


12.1.5                  if the Administrative Agent so requires, promptly to execute a transfer
of Investments or any rights to Investments now owned or hereafter acquired by
such Charging Company to the Administrative Agent or its nominee (in each case,
on behalf of the Secured Parties), and also to procure, in the case of shares
in a subsidiary of such Charging Company, that the transfer to the
Administrative Agent or its nominee is duly registered within one week; and


 


22

















 


12.1.6                  if the Administrative Agent so requires, promptly to execute a mortgage
or first fixed charge if it acquires or agrees to acquire any intellectual
property rights in terms specified by the Administrative Agent.


 


12.2                           Further security: Each Charging Company further covenants with the
Administrative Agent from time to time (and, for the purposes mentioned in
clause 12.2.2, notwithstanding that the Administrative Agent may not have
served a demand for payment of the Secured Amounts) upon demand to execute, at
such Charging Company’s own cost, any document or do any act or thing which:


 


12.2.1                  the Administrative Agent may reasonably specify with a view to perfecting
or protecting any charge or security created or intended to be created by this
Deed; or


 


12.2.2                  the Administrative Agent or any Receiver may reasonably specify with a
view to facilitating the exercise or the proposed exercise of any of their
powers.


 


12.3                           Registration: Each Charging Company covenants to procure that the legal
mortgages contained in this Deed in respect of the Properties vested in it are
registered against the registered title of any registered land hereby affected.


 


13.                                 Crystallisation


 


13.1                           Notice: In addition and without prejudice to any other event resulting in
a crystallisation of the floating charge created by this Deed or any other
right the Administrative Agent may have but subject to clause 13.4, the
Administrative Agent may, at any time (subject to clause 13.2) after an
Enforcement Event has occurred, by notice in writing to the relevant Charging
Company declare that the floating charge hereby created shall be converted into
a first specific fixed charge as to all of the undertaking, property and assets
or such of them as may be specified in the notice, and by way of further
assurance, such Charging Company, at its own expense, shall execute all
documents in such form as the Administrative Agent shall require and shall
deliver to the Administrative Agent all conveyances, deeds, certificates and
documents which may be necessary to perfect the first specific fixed charge.


 


13.2                           Demand: Before a demand for payment has been made, a notice may only be
served by the Administrative Agent under clause 13.1 if the Administrative
Agent has reason to believe that such Charging Company’s property, assets and
rights described or referred to in the demand or notice are in danger of being
seized or sold under any form of
distress or execution levied or
threatened or are otherwise in immediate jeopardy.


 


13.3                           Automatic crystallisation: In addition and without prejudice to any other
event resulting in a crystallisation of the floating charge but subject to
clause 13.4, the floating charge contained herein shall automatically be
converted into a fixed charge over all property, assets or undertaking of a
Charging Company subject to the floating charge if and when the holder of any
other Lien whether ranking in priority to or pad passu with or after the


 


23

















 


charges contained in this Deed shall appoint an
administrator, administrative receiver, receiver, manager or receiver and
manager.


 


13.4                           Insolvency Act 2000, void provisions: No floating charge granted by any
Charging Company pursuant to clause 3.1.2 shall, either by notice given by the
Administrative Agent under clause 13.1 or automatically under clause 13.3, be
converted into fixed charges over any Charged Property or otherwise crystallise
solely as a result of:


 


13.4.1                  the obtaining of a moratorium by such Charging Company; or


 


13.4.2                  anything done by such Charging Company with a view to obtaining a
moratorium, in each case under section 1A of and schedule Al to the Insolvency
Act to the extent they are applicable to any Charging Company.


 


14.                                 Power of attorney, etc.


 


14.1                           Attorneys: For the purpose of securing the interest of the Administrative
Agent in the Charged Property and the performance of each Charging Company’s
obligations to the Administrative Agent whether under this Deed or the other
Credit Documents or otherwise, each Charging Company irrevocably and by way of
security appoints the Administrative Agent and any Receiver jointly and also
severally to be its attorney and attorneys (with full power to appoint
substitutes and to sub-delegate, including power to authorise the Person so
appointed to make further appointments, in both cases, with regard to all or
any part of such Charging Company’s Charged Property) on behalf of such
Charging Company and in its name or otherwise, to execute any document or do
any act or thing which the Administrative Agent or such Receiver (or their
substitutes or delegates) may, in its or his absolute discretion, consider
appropriate in connection with the exercise of any of the powers of the
Administrative Agent or such Receiver or which such Charging Company is obliged
to the Administrative Agent to execute or do, whether under this Deed or
otherwise; and without prejudice to the generality of its power to appoint
substitutes and to sub-delegate, the Administrative Agent may appoint any
Receiver as its substitute or delegate, and any Person appointed the substitute
of the Administrative Agent shall, in connection with the exercise of the said
power of attorney, be the agent of such Charging Company and clause 7.4 shall
apply mutatis mutandis.


 


14.2                           Charged Property on trust: For the purpose of giving effect to this Deed,
each Charging Company hereby declares that, as and when the charges contained
in this Deed shall become enforceable, it will hold all of the Charged Property
vested in it (subject to the right of redemption) upon trust to convey, assign
or otherwise deal with the Charged Property vested in it in such manner and to
such Person as the Administrative Agent shall direct and declares that it shall
be lawful for the Administrative Agent to appoint a new trustee or trustees of
the Charged Property in place of such Charging Company.


 


14.3                           Powers as trustee: Each Charging Company hereby agrees and declares that
the Administrative Agent or any nominee of the Administrative Agent may at any
time after the Administrative Agent or any nominee or nominees of the
Administrative Agent has/have been registered as owner(s) of any
Investments, without any further consent or


 


24

















 


authority on the part of such Charging Company,
exercise (in the name of such Charging Company or otherwise) with respect to
such Investments and to the exclusion of such Charging Company, all rights and
powers conferred by statute or otherwise upon
an absolute owner of
those Investments and all the powers given to trustees by the Trustee Act 2000
in respect of Investments or property subject to a trust, and all rights or
powers incidental to or conducive to the exercise of rights and powers in
relation to the Investments; provided that until the security constituted by
this Deed shall become enforceable the Administrative Agent shall:


 


14.3.1                  exercise or procure that its nominees shall exercise all such rights and
powers at the specific request of and in accordance with the instructions of
such Charging Company but so that neither the Administrative Agent nor any
nominees of the Administrative Agent shall be obliged to give effect to any
request or instruction which the Administrative Agent may consider would be
prejudicial to the charges contained in this Deed or if in doing so it would
incur any cost or expense or render itself subject to any liability, unless
previously indemnified to its satisfaction; and


 


14.3.2                  pay or procure that its nominee shall pay to such Charging Company all
dividends, interest and other distributions of an income nature that it or its
nominee receives.


 


14.4                           Ratification: Each Charging Company in respect of its Charged Property
ratifies and confirms and agrees to ratify and confirm all acts and things
which any attorney as mentioned in clause 14.1 shall do or purport to do in the lawful and proper
exercise of his powers under such clause.


 


15.                Inspection


 


Each Charging Company shall permit the
Administrative Agent and any Persons appointed by it full access to the Charged
Property vested in it upon reasonable notice and, following an Enforcement
Event, to carry out any survey, inspection, assessment or review of the Charged
Property and shall permit an inspection to be made and copies and extracts to
be taken of books, accounts, records and documents relating to the Charged
Property vested in it or the covenants and obligations of such Charging Company
under this Deed and any reasonable costs, fees and expenses incurred by the
Administrative Agent in connection with any such inspection, assessment or
review shall be payable by such Charging Company and shall form part of the
Secured Amounts. The Administrative Agent shall have the absolute right to
share any information it gains from such inspection and review with any Secured
Party.


 


16.                Other
security, etc.


 


16.1                           No merger: The charges contained in or created pursuant to this Deed are
in addition to, and shall neither be merged in, nor in any way exclude or
prejudice any other Lien, right of recourse, set off or other right whatsoever
which the Secured Parties may now or at any time hereafter hold or have (or
would apart from this Deed or any charge contained or created pursuant to this
Deed hold or have) as regards each Charging Company or any other Person in
respect of the Secured Amounts and the Administrative Agent shall be


 


25
















 


under no obligation to take any steps to call in or
to enforce any security for the Secured Amounts and shall not be liable to any
Charging Company for any loss arising from any omission on the part of the
Administrative Agent to take any such steps or for the manner in which the
Administrative Agent shall enforce or refrain from enforcing any such security.


 


16.2                           Consolidation: Section 93 of the 1925 Act shall not apply in
relation to any of the charges contained in this Deed.


 


16.3                           Ruling off: Without prejudice to clause 5.1.1, if the Administrative
Agent receives notice of any Lien or any other interest (other than an interest
arising out of a sale in the usual course of business which is permitted by the
Credit Documents) affecting the Charged Property:


 


16.3.1                  the Administrative Agent may open a new account with the relevant
Charging Company and, if it does not, it shall nevertheless be deemed to have
done so at the time it received such notice; and


 


16.3.2                  all payments made by such Charging Company to the Administrative Agent
after the Administrative Agent receives such notice shall be credited or deemed
to have been credited to the new account, and in no circumstances whatsoever
shall operate to reduce the Secured Amounts as at the time the Administrative
Agent received such notice.


 


16.4                           Change of name, etc.: This Deed shall remain valid and enforceable
notwithstanding any:


 


16.4.1                  Incapacity, change in the name, composition or constitution of the
Administrative Agent or any Charging Company or any amalgamation or
consolidation by the Administrative Agent or any Charging Company with any
other corporation; or


 


16.4.2                  any amendment, waiver or variation (however material or fundamental) of
any Credit Document.


 


Without prejudice to the foregoing, each Charging
Company shall be deemed to be a principal debtor and the sole, original and
independent obligor for the Secured Amounts and its Charged Property shall be
deemed to be a principal security for the Secured Amounts. The liability of
each Charging Company under this Deed shall not be discharged, impaired or
otherwise affected by any circumstance, act, omission, matter or thing which
but for this provision might operate to reduce, release, prejudice or otherwise
exonerate any Charging Company from its obligations under the Credit Documents
in whole or in part, including without limitation and whether or not known to
any Credit Party, the Administrative Agent or any other Person:


 


(a)                                  the winding-up, dissolution, administration, re-organisation,
amalgamation, merger or reconstruction of any Charging Company or any other
Person or any change in its status, function, control or ownership; or


 


(b)                                 any time, indulgence, concession, waiver or consent granted to, or composition
with, any Charging Company or any other Person; or


 


26

















 


(c)                                  the release of any Charging Company or any other Person under the terms
of any composition or arrangement with any creditor of the such Charging
Company or any of its Affiliates; or


 


(d)                                 the taking, variation, compromise, exchange, renewal or release of, or
refusal or neglect to perfect, take-up or enforce, any rights against, or
security over, the assets of any Charging Company or any other Person or any
non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to release or to realise the full
value of any security; or


 


(e)                                  any legal limitation, disability, Incapacity or lack of power,
authority or legal personality of or dissolution or change in the members or
status of, or other circumstance relating to, any Charging Company or any other
Person; or


 


(f)                                    any variation (however fundamental and whether or not involving any
increase in the liability of any Charging Company or any other Credit Party thereunder) or replacement of any Credit
Document or any other document or security; or


 


(g)                                 any unenforceability, illegality, invalidity or frustration of any
obligation of any Charging Company or any other Person under any Credit Document
or any other document or security, or any failure of any Charging Company or
any other Credit Party to become bound by the terms of any other Credit
Document, in each case whether through any want of power or authority or
otherwise; or


 


(h)                                 any postponement, discharge, reduction, non-provability or similar
circumstances affecting any obligation of any Charging Company or any other
Credit Party under a Credit Document resulting from any insolvency, liquidation
or dissolution proceedings or from any law, regulation or order,


 


so that each Charging Company’s obligations under
this Deed remain in full force and effect and that this Deed shall be construed
accordingly as if there were no such circumstance, act, omission, matter or
thing.


 


16.5                           Non-competition: Subject as provided below, until the date on which all
the Secured Amounts and the obligations of the Charging Companies under this
Deed shall have been satisfied by payment in full, the Commitments shall be
terminated and no Letters of Credit shall be outstanding (notwithstanding that
from time to time during the term of the Credit Agreement and any Hedge
Agreement the Credit Parties may be free from any Secured Amounts), no Charging
Company shall, by virtue of any payment made, security realised or moneys
received or recovered under any of the Credit Documents for or on account of
the liability of any Credit Party:


 


16.5.1                  be subrogated to any rights, security or moneys held, received or
receivable by the Administrative Agent or any other Secured Party or be
entitled to any right of contribution or indemnity; or


 


16.5.2                  claim, rank, prove or vote as a creditor of any Credit Party or its
estate in competition with the Administrative Agent or any other Secured Party;
or


 


27

















 


16.5.3                  receive, claim or have the benefit of any payment, distribution or
security from or on account of any Credit Party, or exercise any right of
set-off against any Credit Party.


 


Each Charging Company shall hold in trust for and
forthwith pay or transfer to the Administrative Agent for the benefit of the
Secured Parties any payment or distribution or benefit of security received by
it contrary to the above. If any Charging Company exercises any right of
set-off contrary to the above it will forthwith pay an amount equal to the
amount set off to the Administrative Agent for the benefit of the Secured
Parties. Notwithstanding the foregoing, following any enforcement of the
security created hereunder by the Administrative Agent under this Deed, each
Charging Company will (at its own cost) promptly take such steps or actions as
are referred to above as the Administrative Agent may from time to time
stipulate.


 


17.                                 Set-off


 


Each Secured Party may upon the occurrence of an
Enforcement Event and notwithstanding any settlement of account or other matter
whatsoever combine or consolidate all or any of its existing accounts including
accounts in the name of such Secured Party or of any Charging Company jointly
with others and may set off or transfer all or any part of any credit balance
or any sum standing to the credit of any account (whether or not the same is
due to such Charging Company from such Secured Party and whether or not the
credit balance and the account in debit or the Secured Amounts are expressed in
the same currency in which case such Secured Party is hereby authorised to
effect any necessary conversions at its then prevailing rates of exchange) in
or towards satisfaction of any of the Secured Amounts and may in its absolute
discretion (acting reasonably) estimate the amount of any liability of such
Charging Company which is contingent or unascertained and thereafter set off
such estimated amount and no amount shall be payable by such Secured Party to
such Charging Company unless and until all Secured Amounts have been
ascertained and fully repaid or discharged.


 


18.         Avoidance
of payments


 


18.1                           No release: No assurance, security or payment which may be avoided or
adjusted under the law, including under any enactment relating to bankruptcy or
insolvency, and no release, settlement or discharge given or made by the
Administrative Agent on the faith of any such assurance, security or payment,
shall prejudice or affect the right of the Administrative Agent to recover the
Secured Amounts from any Charging Company (including any moneys which it may be
compelled to pay or refund under the provisions of the Insolvency Act and any
costs payable by it pursuant to or otherwise incurred in connection therewith)
or to enforce the charges contained in this Deed to the full extent of the
Secured Amounts.


 


18.2                           Retention of charges: If the Administrative Agent shall have reasonable
grounds in its absolute discretion for believing that any Charging Company may
be insolvent or deemed to be insolvent pursuant to the provisions of the
Insolvency Act as at the date of any payment made by such Charging Company to
the Administrative Agent, the Administrative Agent shall be at liberty to
retain the charges contained in or created


 


28

















 


pursuant to this Deed until the expiry of a period
of one month plus such statutory period within which any assurance, security,
guarantee or payment can be avoided or invalidated after the payment and
discharge in full of all Secured Amounts notwithstanding any release,
settlement, discharge or arrangement which may be given or made by the
Administrative Agent on, or as a consequence of, such payment or discharge of
liability provided that, if at any time within such period, a petition
shall be presented to a competent court for an order for the winding up or the
making of an administration order in respect of such Charging Company, or such
Charging Company shall commence to be wound up or to go into administration or
any analogous proceedings shall be commenced by or against such Charging
Company, the Administrative Agent shall be at liberty to continue to retain
such security for such further period as the Administrative Agent may determine
and such security shall be deemed to continue to have been held as security for
the payment and discharge to the Administrative Agent of all Secured Amounts.


 


19.         Currency
conversion


 


19.1                           Indemnity: If under any applicable law, whether as a result of a judgment
against any Charging Company or the liquidation of any Charging Company or for
any other reason, any payment under or in connection with this Deed is made or
any amount is received or recovered by the Administrative Agent in respect of
the Secured Amounts in a currency (the “other currency”) other than the
currency in which the Secured Amounts are payable (the “original currency”),
then to the extent that the payment to or receipt by the Administrative Agent
(when converted at the rate of exchange on the date of payment or receipt)
falls short of the whole of the Secured Amounts the relevant Charging Company
shall as a separate and independent obligation fully indemnify the
Administrative Agent against the amount of the shortfall; and for the purposes
of this clause, “rate of exchange” means the rate at which the Administrative
Agent is able on the relevant date to purchase the original currency in London
with the other currency.


 


19.2                           Purchases: If any Charging Company fails to pay or discharge any part of
the Secured Amounts when due (except where such payment or discharge is made
within three Business Days of the due date), the Administrative Agent from time
to time may purchase an amount of the currency in which such sum is due with
any other currency or currencies and such Charging Company’s obligation
thereafter shall be to pay to the Administrative Agent the amount of the other
currency or currencies so used to purchase.


 


20.         Declaration
of Trust


 


20.1                           Declaration of Trust: The Administrative Agent hereby declares itself as
trustee to hold the benefit of the covenants, agreements and undertakings of
each of the Charging Companies contained in this Deed and the Liens and other
rights, titles and interests constituted by this Deed and all other moneys,
property and assets paid to it or held by it or received or recovered by it
pursuant to or in connection with this Deed with effect from the date of this
Deed on trust for the Secured Parties for application in accordance with clause
8.1.


 


29

















 


20.2                           Perpetuity period: The trusts constituted or evidenced in or by clause
20.1 shall remain in full force and effect until whichever is the earlier of:


 


20.2.1                  the expiration of a period of 80 years from the date of this Deed; and


 


20.2.2                  the security constituted by this Deed having been released in accordance
with its terms, and the parties to this Deed declare that the perpetuity period
applicable to this Deed shall for the purposes of the Perpetuities and
Accumulations Act 1964 be the period of 80 years from the date of this Deed.


 


21.         Execution
of documents


 


Any document required to be executed as a deed by
the Administrative Agent under or in connection with this Deed shall be validly
executed if executed as a deed by a duly authorised attorney of the Administrative
Agent.


 


22.         Notices
and demands


 


All notices, requests and demands pursuant hereto
shall be made in accordance with Section 14.2 of the Credit Agreement. All
communications and notices hereunder to any Charging Company shall be given to
it in care of the US Borrower at the US Borrower’s address set forth in Section 14.2
of the Credit Agreement.


 


23.                                 Further provisions


 


23.1                           Evidence of indebtedness: In any action, proceedings or claim relating to
this Deed or the charges contained in this Deed, a statement as to any amount
due to the Administrative Agent or of the Secured Amounts or any part thereof
which is certified as being correct by an officer of the Administrative Agent
shall, save in the case of manifest error, be conclusive evidence that such
amount is in fact due and payable.


 


23.2                           Rights cumulative, waiver: The rights of the Administrative Agent and any
Receiver are cumulative, may be exercised as often as they consider appropriate
and are in addition to their respective rights under
general law (including the right to appoint an administrator under
the Insolvency Act). The respective rights of the Administrative Agent and any
Receiver (whether arising under this Deed or under the general law) shall not
be capable of being waived or varied otherwise than by express waiver or
variation in writing; and, in particular, any failure to exercise or any delay
in exercising any such rights shall not operate as a variation or waiver of
that or any other such right; any defective or partial exercise of such rights
shall not preclude any other or further exercise of that or any other such
right; and no act or course of conduct or negotiation on their part or on their
behalf shall in any way preclude them from exercising any such right or
constitute a suspension or variation of any such right.


 


23.3                           Invalidity of any provision: If any provisions of this Deed become
invalid, illegal or unenforceable in any respect under any law, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.


 


30

















 


23.4                           No set-off or counterclaim; payments free and clear: All payments to be
made by a Charging Company under this Deed shall be made in full, without any
set-off or counterclaim whatsoever and free and clear of any deductions or
withholdings in the currency in which they are due on the due date to such
account as the Administrative Agent may from time to time specify.


 


23.5                           Liabilities survive deficiencies and releases: Each Charging Company
agrees to be bound by this Deed notwithstanding that any other Person intended
to execute or to be bound by this Deed or any other Credit Document may not do
so or may not be effectually bound and notwithstanding that any guarantees or
Liens contained in any other Credit Document may be terminated or released or
may be or become invalid or unenforceable, whether or not the deficiency is
known to any of the Secured Parties.


 


23.6                           Law of Property (Miscellaneous Provisions) Act 1989: For the purposes of
the Law of Property (Miscellaneous Provisions) Act 1989 any provisions of the
Credit Documents relating to any disposition of an interest in land shall be
deemed to be incorporated in this Deed.


 


23.7                           Contracts (Rights of Third Parties) Act
1999: Without prejudice to clause
8.1, and save for clauses 10.1, 11.2 and 17, no provision of this Deed is
enforceable by a Person who is not a party to this Deed.


 


23.8                           Change to constitutional documents: The
UK Borrower undertakes with the Administrative Agent to procure in
respect of each of the other Charging Companies that, to the extent such
Charging Company has not already done so, it will remove from its respective
articles of association:


 


23.8.1                  any and all restrictions on the transfer of its shares; or 23.8.2 any and
all liens on shares, whether fully or partly paid.


 


23.9                           Charge over Shares: The UK Borrower hereby irrevocably accepts its
appointment under clause 21.8 of each UK Pledge Agreement as process agent in
England for the US Borrower and hereby agrees that it will not revoke such
appointment without the prior written consent of the Administrative Agent which
consent shall not be unreasonably withheld or delayed.


 


23.10                     Assignments and Transfers: No Charging Company shall be entitled to
assign or transfer all or any of its rights or obligations under this Deed
without the prior written consent of the Administrative Agent. The
Administrative Agent may at any time assign or otherwise transfer all or any
part of its rights under this Deed in accordance with the Credit Documents and
each Charging Company authorises the Administrative Agent to execute on its
behalf any document required to effect the necessary transfer of rights and
obligations.


 


23.11                     Counterparts: This Deed may be executed in any number of counterparts,
all of which taken together shall be deemed to constitute one and the same
instrument


 


31

















 


23.12                     Joint and several liability: The liability of each Charging Company under
this Deed shall be joint and several. Each agreement and undertaking of any
Charging Company shall be construed accordingly.


 


24. Choice of law


 


This Deed is governed by, and shall be construed in
accordance with, the laws of England.


 


DULY DELIVERED AS A DEED by each Charging Company or
on its behalf on the date inserted above.


 


32

















 


Schedule 1

List of Charging Companies other than UK Borrower


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


1
















 


EXHIBIT L-2


 


FORM OF
UK GUARANTEE


 


UK GUARANTEE


 


GUARANTEE dated as of July 30,
2004, made among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation
(the “US Borrower”) and each of the subsidiaries of ROCKWOOD SPECIALTIES
LIMITED, a company incorporated under the laws of England and Wales (the “UK
Borrower”), listed on Annex A hereto or that becomes a party hereto
pursuant to Section 19 hereof (each such subsidiary individually, a “Subsidiary
Guarantor” and, collectively, the “Subsidiary Guarantors”; the
Subsidiary Guarantors and the US Borrower are referred to collectively as the “Guarantors”)
and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as
administrative agent (in such capacity, the “Administrative Agent”) for
the lenders to the UK Borrower (the “Lenders”) from time to time parties
to the Credit Agreement dated as of July 30, 2004 (as the same may be
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the US Borrower, the UK Borrower, Rockwood Specialties
International, Inc., a Delaware corporation (“Holdings”), the
Lenders, the Administrative Agent and UBS Securities LLC and Goldman Sachs
Credit Partners L.P., as co-syndication agents (in such capacities, the “Co-Syndication
Agents”) for the Lenders.


 


W I T N E S S E T H:


 


WHEREAS, (a) pursuant to the Credit Agreement,
the Lenders have severally agreed to make Loans to the UK Borrower and the
Letter of Credit Issuer has agreed to issue Letters of Credit for the account
of the UK Borrower (collectively, the “Extensions of Credit”) upon the
terms and subject to the conditions set forth therein and (b) one or more
Lenders or Affiliates of Lenders may from time to time enter into Hedge
Agreements with the UK Borrower or any of the Restricted Subsidiaries of the UK
Borrower;


 


WHEREAS, each Subsidiary Guarantor is a Subsidiary
of the UK Borrower;


 


WHEREAS, the proceeds of the Extensions of Credit
will be used in part to enable the UK Borrower to make valuable transfers to
the Guarantors in connection with the operation of their respective businesses;


 


WHEREAS, each Guarantor acknowledges that it will
derive substantial direct and indirect benefit from the making of the
Extensions of Credit; and


 

















 


WHEREAS, it is a condition precedent to the
obligation of the Lenders and the Letter of Credit Issuer to make their
respective Extensions of Credit to the UK Borrower under the Credit Agreement
that the Guarantors shall have executed and delivered this Guarantee to the
Administrative Agent for the ratable benefit of the Secured Parties;


 


NOW, THEREFORE, in consideration of the premises and
to induce the Administrative Agent, the Co-Syndication Agents, the Lenders and
the Letter of Credit Issuer to enter into the Credit Agreement and to induce
the Lenders and the Letter of Credit Issuer to make their respective Extensions
of Credit to the UK Borrower under the Credit Agreement and to induce one or
more Lenders or Affiliates of Lenders to enter into Hedge Agreements with the
UK Borrower and/or the Restricted Subsidiaries of the UK Borrower, the
Guarantors hereby agree with the Administrative Agent, for the ratable benefit
of the Secured Parties, as follows:


 


1.             Defined
Terms.


 


(a)           Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.


 


(b)           As
used herein, the term “Closing Time” means 24:00 (German time) on the
Closing Date.


 


(c)           As
used herein, the term “Obligations” means the collective reference to
(i) the due and punctual payment of (x) the principal of and premium,
if any, and interest at the applicable rate provided in the Credit Agreement
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans extended to the UK Borrower, when
and as due, whether at maturity, by acceleration, upon one or more dates set
for prepayment or otherwise, (y) each payment required to be made by the
UK Borrower under the Credit Agreement in respect of any Letter of Credit, when
and as due, including payments in respect of reimbursement of disbursements,
interest thereon and obligations to provide cash collateral, and (z) all
other monetary obligations, including fees, costs, expenses and indemnities,
whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the UK Borrower or any other
Credit Party that is a Foreign Subsidiary to any of the Secured Parties under
the Credit Agreement and the other Credit Documents, (ii) the due and
punctual performance of all covenants, agreements, obligations and liabilities
of the UK Borrower under or pursuant to the Credit Agreement and the other
Credit Documents, (iii) the due and punctual payment and performance of
all the covenants, agreements, obligations and liabilities of each other Credit
Party that is a Foreign Subsidiary under or pursuant to this Guarantee or the
other Credit Documents, (iv) the due and punctual payment and performance
of all obligations of the UK Borrower and each Borrower or Restricted
Subsidiary that is a Foreign Subsidiary under each Hedge Agreement that (x) is
in effect on the Closing Date with a counterparty that is a Lender or an
Affiliate of a Lender as of the Closing Date or (y) is entered into after
the Closing Date with any counterparty that is a Lender or an Affiliate of a
Lender at the time such Hedge Agreement is entered into and (v) the due
and punctual payment and performance of all obligations in respect of
overdrafts and related liabilities owed to the Administrative Agent or its


 


2

















 


Affiliates by the UK Borrower or any other Credit
Party that is a Foreign Subsidiary arising from or in connection with treasury,
depositary or cash management services or in connection with any automated
clearinghouse transfer of funds.


 


(d)           As
used herein, the term “Secured Parties” means (i) the Lenders, (ii) the
Letter of Credit Issuer, (iii) the Swingline Lender, (iv) the
Administrative Agent, (v) the Co-Syndication Agents, (vi) each
counterparty to a Hedge Agreement the obligations under which constitute
Obligations, (vii) the beneficiaries of each indemnification obligation
undertaken by the UK Borrower or any other Credit Party that is a Foreign
Subsidiary under any Credit Document and (viii) any successors, indorsees,
transferees and assigns of each of the foregoing.


 


(e)           References
to “Lenders” in this Guarantee shall be deemed to include Affiliates of Lenders
that may from time to time enter into Hedge Agreements with the UK Borrower or
any Restricted Subsidiary of the UK Borrower.


 


(f)            The
words “hereof,” “herein” and “hereunder” and words of similar import when used
in this Guarantee shall refer to this Guarantee as a whole and not to any
particular provision of this Guarantee, and Section references are to
Sections of this Guarantee unless otherwise specified.  The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.


 


(g)           The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


 


2.             Guarantee.


 


(a)           Subject
to the provisions of Section 2(b) and effective immediately upon the
Closing Time, each of the Guarantors hereby, jointly and severally,
unconditionally and irrevocably, guarantees, as primary obligor and not merely
as surety, to the Administrative Agent, for the ratable benefit of the Secured
Parties, the prompt and complete payment and performance when due (whether at
the stated maturity, by acceleration or otherwise) of the Obligations.


 


(b)           [Reserved].


 


(c)           Each
Guarantor further agrees to pay any and all expenses (including all fees and
disbursements of counsel) that may be paid or incurred by the Administrative
Agent or any other Secured Party in enforcing, or obtaining advice of counsel
in respect of, any rights with respect to, or collecting, any or all of the
Obligations and/or enforcing any rights with respect to, or collecting against,
such Guarantor under this Guarantee.


 


(d)           Each
Guarantor agrees that the Obligations may at any time and from time to time
exceed the amount of the liability of such Guarantor hereunder without
impairing this Guarantee or affecting the rights and remedies of the
Administrative Agent or any other Secured Party hereunder.


 


(e)           No
payment or payments made by the UK Borrower, any of the Guarantors, any other
guarantor or any other Person or received or collected by the


 


3

















 


Administrative Agent or any other Secured Party from
the UK Borrower, any of the Guarantors, any other guarantor or any other Person
by virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment of
the Obligations shall be deemed to modify, reduce, release or otherwise affect
the liability of any Guarantor hereunder, which shall, notwithstanding any such
payment or payments other than payments made by such Guarantor in respect of
the Obligations or payments received or collected from such Guarantor in
respect of the Obligations, remain liable for the Obligations up to the maximum
liability of such Guarantor hereunder until the Obligations under the Credit
Documents are paid in full, the Commitments are terminated and no Letters of
Credit drawn by the UK Borrower shall be outstanding.


 


(f)            Each
Guarantor agrees that whenever, at any time, or from time to time, it shall
make any payment to the Administrative Agent or any other Secured Party on
account of its liability hereunder, it will notify the Administrative Agent in
writing that such payment is made under this Guarantee for such purpose.


 


3.             Right
of Contribution.  Each Guarantor hereby agrees that to the
extent that a Guarantor shall have paid more than its proportionate share of
any payment made hereunder, such Guarantor shall be entitled to seek and
receive contribution from and against any other Guarantor hereunder who has not
paid its proportionate share of such payment. 
Each Guarantor’s right of contribution shall be subject to the terms and
conditions of Section 5 hereof.  The
provisions of this Section 3 shall in no respect limit the obligations and
liabilities of any Guarantor to the Administrative Agent and the other Secured
Parties, and each Guarantor shall remain liable to the Administrative Agent and
the other Secured Parties for the full amount guaranteed by such Guarantor
hereunder.


 


4.             Right
of Set-off.  In addition to any rights and remedies of the
Secured Parties provided by law, each Guarantor hereby irrevocably authorizes
each Secured Party at any time and from time to time following the occurrence
and during the continuance of an Event of Default without notice to such
Guarantor or any other Guarantor, any such notice being expressly waived by
each Guarantor, upon any amount becoming due and payable by such Guarantor
hereunder (whether at stated maturity, by acceleration or otherwise) to set-off
and appropriate and apply against such amount any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct
or indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Secured Party to or for the credit or the account of such
Guarantor.  Each Secured Party shall
notify such Guarantor promptly of any such set-off and the appropriation and
application made by such Secured Party, provided that the failure to
give such notice shall not affect the validity of such set-off and application.


 


5.             No
Subrogation.  Notwithstanding any payment or payments made
by any of the Guarantors hereunder or any set-off or appropriation and
application of funds of any of the Guarantors by the Administrative Agent or
any other Secured Party, no Guarantor shall be entitled to be subrogated to any
of the rights of the Administrative Agent or any other Secured Party against
the UK Borrower or any other Guarantor or any collateral security or guarantee
or right of offset held by the Administrative Agent or any other Secured Party
for the payment of the Obligations, nor shall any Guarantor seek or be entitled
to seek any contribution or


 


4

















 


reimbursement from the UK Borrower or any other
Guarantor in respect of payments made by such Guarantor hereunder, until all
amounts owing to the Administrative Agent and the other Secured Parties by the
Credit Parties on account of the Obligations under the Credit Documents are
paid in full, the Commitments are terminated and no Letters of Credit drawn by
the UK Borrower shall be outstanding.  If
any amount shall be paid to any Guarantor on account of such subrogation rights
at any time when all the Obligations shall not have been paid in full, such
amount shall be held by such Guarantor in trust for the Administrative Agent
and the other Secured Parties, segregated from other funds of such Guarantor,
and shall, forthwith upon receipt by such Guarantor, be turned over to the
Administrative Agent in the exact form received by such Guarantor (duly
indorsed by such Guarantor to the Administrative Agent, if required), to be
applied against the Obligations, whether due or to become due, in such order as
the Administrative Agent may determine.


 


6.             Amendments, etc.
with Respect to the Obligations; Waiver of Rights.  Each Guarantor shall remain
obligated hereunder notwithstanding that, without any reservation of rights
against any Guarantor and without notice to or further assent by any Guarantor,
(a) any demand for payment of any of the Obligations made by the
Administrative Agent or any other Secured Party may be rescinded by such party
and any of the Obligations continued, (b) the Obligations, or the
liability of any other party upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended,
modified, accelerated, compromised, waived, surrendered or released by the
Administrative Agent or any other Secured Party, (c) the Credit Agreement,
the other Credit Documents, the Letters of Credit and any other documents
executed and delivered in connection therewith and the Hedge Agreements and any
other documents executed and delivered in connection therewith and any
documents entered into with the Administrative Agent or any of its Affiliates
in connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds may be amended,
modified, supplemented or terminated, in whole or in part, as the
Administrative Agent (or the Required Lenders, as the case may be, or, in the
case of any Hedge Agreement or documents entered into with the Administrative
Agent or any of its Affiliates in connection with treasury, depositary or cash
management services or in connection with any automated clearinghouse transfer
of funds, the party thereto) may deem advisable from time to time, and (d) any
collateral security, guarantee or right of offset at any time held by the
Administrative Agent or any other Secured Party for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released.  Neither the Administrative Agent nor any
other Secured Party shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Obligations or for
this Guarantee or any property subject thereto. 
When making any demand hereunder against any Guarantor, the Administrative
Agent or any other Secured Party may, but shall be under no obligation to, make
a similar demand on the UK Borrower or any Guarantor or guarantor, and any
failure by the Administrative Agent or any other Secured Party to make any such
demand or to collect any payments from the UK Borrower or any Guarantor or
guarantor or any release of the UK Borrower or such Guarantor or guarantor
shall not relieve any Guarantor in respect of which a demand or collection is
not made or any Guarantor not so released of its several obligations or
liabilities hereunder, and shall not impair or affect the rights and remedies,
express or implied, or as a matter of law, of the Administrative Agent or any
other Secured Party against any Guarantor. 
For the purposes hereof, “demand” shall include the commencement and
continuance of any legal proceedings.


 


5

















 


7.             Guarantee
Absolute and Unconditional.  Each Guarantor waives any and all notice of
the creation, contraction, incurrence, renewal, extension, amendment, waiver or
accrual of any of the Obligations, and notice of or proof of reliance by the
Administrative Agent or any other Secured Party upon this Guarantee or
acceptance of this Guarantee, the Obligations or any of them, shall
conclusively be deemed to have been created, contracted or incurred, or
renewed, extended, amended, waived or accrued, in reliance upon this Guarantee;
and all dealings between the UK Borrower and any of the Guarantors, on the one
hand, and the Administrative Agent and the other Secured Parties, on the other
hand, likewise shall be conclusively presumed to have been had or consummated
in reliance upon this Guarantee.  Each
Guarantor waives diligence, presentment, protest, demand for payment and notice
of default or nonpayment to or upon the UK Borrower or any of the Guarantors
with respect to the Obligations.  Each
Guarantor understands and agrees that this Guarantee shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity, regularity or enforceability of the Credit Agreement,
any other Credit Document, any Letter of Credit or any Hedge Agreement, any of
the Obligations or any other collateral security therefor or guarantee or right
of offset with respect thereto at any time or from time to time held by the
Administrative Agent or any other Secured Party, (b) any defense, set-off
or counterclaim (other than a defense of payment or performance) that may at
any time be available to or be asserted by the UK Borrower against the Administrative
Agent or any other Secured Party or (c) any other circumstance whatsoever
(with or without notice to or knowledge of the UK Borrower or such Guarantor)
that constitutes, or might be construed to constitute, an equitable or legal
discharge of the UK Borrower for the Obligations, or of such Guarantor under
this Guarantee, in bankruptcy, liquidation, administration, or in any other
instance.  When pursuing its rights and
remedies hereunder against any Guarantor, the Administrative Agent and any
other Secured Party may, but shall be under no obligation to, pursue such
rights and remedies as it may have against the UK Borrower or any other Person
or against any collateral security or guarantee for the Obligations or any
right of offset with respect thereto, and any failure by the Administrative
Agent or any other Secured Party to pursue such other rights or remedies or to
collect any payments from the UK Borrower or any such other Person or to
realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of the UK Borrower or any such other Person or
any such collateral security, guarantee or right of offset, shall not relieve
such Guarantor of any liability hereunder, and shall not impair or affect the
rights and remedies, whether express, implied or available as a matter of law,
of the Administrative Agent and the other Secured Parties against such
Guarantor.  This Guarantee shall remain
in full force and effect and be binding in accordance with and to the extent of
its terms upon each Guarantor and the successors and assigns thereof, and shall
inure to the benefit of the Administrative Agent and the other Secured Parties,
and their respective successors, indorsees, transferees and assigns, until all
the Obligations under the Credit Documents shall have been satisfied by payment
in full, the Commitments shall be terminated and no Letters of Credit drawn by
the UK Borrower shall be outstanding, notwithstanding that from time to time
during the term of the Credit Agreement and any Hedge Agreement the Credit
Parties may be free from any Obligations. 
A Guarantor shall automatically be released from its obligations
hereunder and the Guarantee of such Guarantor shall be automatically released
upon the consummation of any transaction permitted by the Credit Agreement as a
result of which such Guarantor ceases to be a Subsidiary of the UK
Borrower.  In connection with any such
release, the Administrative Agent shall execute and deliver to any Guarantor,
at such Guarantor’s expense, all documents that such Guarantor shall


 


6

















 


reasonably request to evidence such termination or
release.  Any execution and delivery of
documents pursuant to the preceding sentence of this Section 7 shall be
without recourse to or warranty by the Administrative Agent.


 


8.             Reinstatement.  This Guarantee shall continue to
be effective, or be reinstated, as the case may be, if at any time payment, or
any part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any other Secured Party
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the UK Borrower or any Guarantor, or upon or as a result of the appointment of
a receiver, intervenor or conservator of, or trustee or similar officer for,
the UK Borrower or any Guarantor or any substantial part of its property, or
otherwise, all as though such payments had not been made.


 


9.             Payments.  Each Guarantor hereby guarantees
that payments hereunder will be paid to the Administrative Agent without
set-off or counterclaim in Dollars at the Administrative Agent’s Office.


 


10.           Representations
and Warranties; Covenants.


 


(a)           Each
Guarantor hereby represents and warrants that the representations and
warranties set forth in Section 8 of the Credit Agreement as they relate
to such Guarantor or in the other Credit Documents to which such Guarantor is a
party, each of which is hereby incorporated herein by reference, are true and
correct, and the Administrative Agent and each other Secured Party shall be
entitled to rely on each of them as if they were fully set forth herein.


 


(b)           Each
Guarantor hereby covenants and agrees with the Administrative Agent and each
other Secured Party that, from and after the date of this Guarantee until the
Obligations under the Credit Documents are paid in full, the Commitments are
terminated and no Letter of Credit drawn by the UK Borrower remains
outstanding, such Guarantor shall take, or shall refrain from taking, as the
case may be, all actions that are necessary to be taken or not taken so that no
violation of any provision, covenant or agreement contained in Section 9
or 10 of the Credit Agreement, and so that no Default or Event of Default, is
caused by any act or failure to act of such Guarantor or any of its
Subsidiaries.


 


11.           Authority
of Agent.  Each Guarantor acknowledges that the rights
and responsibilities of the Administrative Agent under this Guarantee with
respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Guarantee shall, as between the Administrative Agent and the other
Secured Parties, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Administrative Agent and such Guarantor, the Administrative
Agent shall be conclusively presumed to be acting as agent for the Secured
Parties with full and valid authority so to act or refrain from acting, and no
Guarantor shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.


 


12.           Notices.  All notices, requests and
demands pursuant hereto shall be made in accordance with Section 14.2 of
the Credit Agreement. All communications and notices


 


7

















 


hereunder to each Guarantor shall be given to it in
care of the UK Borrower at the UK Borrower’s address set forth in Section 14.2
of the Credit Agreement.


 


13.           Counterparts.  This Guarantee may be executed
by one or more of the parties to this Guarantee on any number of separate
counterparts (including by facsimile or other electronic transmission), and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.  A set of the copies of
this Guarantee signed by all the parties shall be lodged with the
Administrative Agent and the UK Borrower.


 


14.           Severability.  Any provision of this Guarantee
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


15.           Integration.  This Guarantee represents the
agreement of each Guarantor and the Administrative Agent with respect to the
subject matter hereof, and there are no promises, undertakings, representations
or warranties by the Administrative Agent or any other Secured Party relative
to the subject matter hereof not expressly set forth or referred to herein or
in the other Credit Documents.


 


16.           Amendments
in Writing; No Waiver; Cumulative Remedies.


 


(a)           None
of the terms or provisions of this Guarantee may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the affected Guarantor(s) and the Administrative Agent in accordance with Section 14.1
of the Credit Agreement.


 


(b)           Neither
the Administrative Agent nor any other Secured Party shall by any act (except
by a written instrument pursuant to Section 16(a) hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any other Secured Party,
any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  A waiver by the Administrative Agent or any
other Secured Party of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy that the Administrative Agent
or any Secured Party would otherwise have on any future occasion.


 


(c)           The
rights, remedies, powers and privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.


 


8

















 


17.           Section Headings.  The Section headings used
in this Guarantee are for convenience of reference only and are not to affect
the construction hereof or be taken into consideration in the interpretation
hereof.


 


18.           Successors
and Assigns.  This Guarantee shall be binding upon the
successors and assigns of each Guarantor and shall inure to the benefit of the
Administrative Agent and the other Secured Parties and their respective
successors and assigns except that no Guarantor may assign, transfer or
delegate any of its rights or obligations under this Guarantee without the
prior written consent of the Administrative Agent.


 


19.           Additional
Guarantors.  Each Subsidiary of the US Borrower that is
required to become a party to this Guarantee pursuant to Section 9.11 of
the Credit Agreement shall become a Guarantor, with the same force and effect
as if originally named as a Guarantor herein, for all purposes of this
Guarantee upon execution and delivery by such Subsidiary of a Supplement in the
form of Annex B hereto.  The execution
and delivery of any instrument adding an additional Guarantor as a party to
this Guarantee shall not require the consent of any other Guarantor
hereunder.  The rights and obligations of
each Guarantor hereunder shall remain in full force and effect notwithstanding
the addition of any new Guarantor as a party to this Guarantee.


 


20.          WAIVER OF
JURY TRIAL. 
EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE, ANY OTHER
CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


21.           Submission
to Jurisdiction; Waivers.  Each Guarantor hereby irrevocably and
unconditionally:


 


(a)           submits
for itself and its property in any legal action or proceeding relating to this
Guarantee and the other Credit Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States of America for the Southern District of
New York and appellate courts from any thereof;


 


(b)           consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;


 


(c)           agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Guarantor at its address
referred to in Section 12 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;


 


(d)           agrees
that nothing herein shall affect the right of the Administrative Agent or any
other Secured Party to effect service of process in any other manner permitted
by law or shall limit the right of the Administrative Agent or any other
Secured Party to sue in any other jurisdiction; and


 


9

















 


(e)           waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 21
any special, exemplary, punitive or consequential damages.


 


22.          GOVERNING
LAW. 
THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.


 


10
















 


IN WITNESS WHEREOF, each of the undersigned has
caused this Guarantee to be duly executed and delivered by its duly authorized
officer as of the day and year first above written.


 

















 


	
   

  	
  CREDIT
  SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 

















 


ANNEX A


TO THE GUARANTEE


 


 


SUBSIDIARY
GUARANTORS


 

















 


ANNEX B TO THE


UK GUARANTEE AGREEMENT


 


SUPPLEMENT
NO. [  ] dated as of
[            ], to
the Guarantee dated as of July 30, 2004, among ROCKWOOD SPECIALTIES GROUP, INC.
(the “US Borrower”) and each of the subsidiaries of ROCKWOOD SPECIALTIES
LIMITED, a company incorporated under the laws of England and Wales (the “UK
Borrower”) listed on Annex A thereto (each such subsidiary
individually a “Subsidiary Guarantor”, and, collectively, the “Subsidiary
Guarantors”; the Subsidiary Guarantors and the US Borrower are referred to
collectively as the “Guarantors”) and CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands Branch, as administrative agent (in such capacity,
the “Administrative Agent”) for the lenders to the UK Borrower (the “Lenders”)
from time to time parties to the Credit Agreement referred to below.


 


A.  Reference
is made to (a) the Credit Agreement dated as of July 30, 2004 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the US Borrower, the UK Borrower, Rockwood Specialties
International, Inc., a Delaware corporation, the Lenders from time to time
party thereto, Credit Suisse First Boston, acting through its Cayman Islands
Branch, as Administrative Agent for the Lenders and UBS Securities LLC and
Goldman Sachs Credit Partners L.P., as co-syndication agents (in such
capacities, the “Co-Syndication Agents”).


 


B. 
Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Guarantee (or, if not defined
therein, in the Credit Agreement).


 


C.  The
Guarantors have entered into the Guarantee in order to induce the
Administrative Agent, the Co-Syndication Agents and the Lenders and the Letter
of Credit Issuer to enter into the Credit Agreement and to induce the Lenders
and the Letter of Credit Issuer to make their respective Extensions of Credit to
the Borrowers under the Credit Agreement and to induce one or more Lenders or
Affiliates of Lenders to enter into Hedge Agreements with the Borrowers.  Section 9.11 of the Credit Agreement and
Section 19 of the Guarantee provide that additional Subsidiaries may
become Guarantors under the Guarantee by execution and delivery of an
instrument in the form of this Supplement. 
Each undersigned Subsidiary (each a “New Guarantor”) is executing
this Supplement in accordance with the requirements of the Credit Agreement to
become a Guarantor under the Guarantee in order to induce the Lenders and the
Letter of Credit Issuer to make additional Extensions of Credit to the UK
Borrower and as consideration for the Extensions of Credit previously made to
the UK Borrower.


 


Accordingly, the Administrative Agent and each New
Guarantor agrees as follows:


 

















 


SECTION 1. 
In accordance with Section 19 of the Guarantee, each New Guarantor
by its signature below becomes a Guarantor under the Guarantee with the same
force and effect as if originally named therein as a Guarantor and each New
Guarantor hereby (a) agrees to all the terms and provisions of the
Guarantee applicable to it as a Guarantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Guarantor
thereunder are true and correct on and as of the date hereof. Each reference to
a Guarantor in the Guarantee shall be deemed to include each New
Guarantor.  The Guarantee is hereby
incorporated herein by reference.


 


SECTION 2. 
Each New Guarantor represents and warrants to the Administrative Agent
and the other Secured Parties that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.


 


SECTION 3. 
This Supplement may be executed by one or more of the parties to this
Supplement on any number of separate counterparts (including by facsimile or
other electronic transmission), and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.  A set of the copies of this Supplement signed
by all the parties shall be lodged with the US Borrower and the Administrative
Agent.  This Supplement shall become
effective as to each New Guarantor when the Administrative Agent shall have
received counterparts of this Supplement that, when taken together, bear the
signatures of such New Guarantor and the Administrative Agent.


 


SECTION 4. 
Except as expressly supplemented hereby, the Guarantee shall remain in
full force and effect.


 


SECTION 5. 
THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.


 


SECTION 6. 
Any provision of this Supplement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof and in the Guarantee, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 7. 
All notices, requests and demands pursuant hereto shall be made in
accordance with Section 14.2 of the Credit Agreement.  All communications and notices hereunder to
each New Guarantor shall be given to it in care of the UK Borrower at the
UK Borrower’s address set forth in Section 14.2 of the Credit
Agreement.


 


2

















 


SECTION 8. 
Each New Guarantor agrees to reimburse the Administrative Agent for its
out-of-pocket expenses in connection with this Supplement, including the fees,
disbursements and other charges of counsel for the Administrative Agent.


 


3

















 


ANNEX B TO THE


UK GUARANTEE AGREEMENT


 


IN WITNESS WHEREOF, each New Guarantor and the
Administrative Agent have duly executed this Supplement to the Guarantee as of
the day and year first above written.


 


	
   

  	
  [NAME
  OF NEW GUARANTOR],

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  CREDIT
  SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 
















 


EXHIBIT L-3


 


FORMS
OF UK PLEDGE AGREEMENTS


 


 


Dated 30 July 2004


 


ROCKWOOD SPECIALTIES GROUP, INC.


And


CREDIT SUISSE FIRST BOSTON


 


CHARGE OVER SHARES


 


LATHAM&WATKINS


 


London


 


99 Bishopsgate


London EC2M 3XF


+44 020 7710 1000 (Tel)


+44 020 7374 4460 (Fax)


www.lw.com


 


2

















 


ANNEX B TO THE


UK GUARANTEE AGREEMENT


 


Contents


 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Interpretation

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Covenant to pay secured amounts

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Fixed charge

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Continuance of security and release

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.

  	
  General covenants and representations

  	
  8

  
	
   

  	
   

  	
   

  
	
  6.

  	
  The Administrative Agent’s powers

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Receiver

  	
  11

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Application of proceeds

  	
  13

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Protection of third parties

  	
  14

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Protection of Administrative Agent and
  Receiver

  	
  15

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Expenses and indemnity

  	
  15

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Protection of charges

  	
  16

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Power of attorney, etc.

  	
  17

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Other security, etc

  	
  18

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Avoidance of payments

  	
  20

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Currency conversion

  	
  21

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Declaration of Trust

  	
  21

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Execution of documents

  	
  22

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Notices and demands

  	
  22

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Further provisions

  	
  22

  
	
   

  	
   

  	
   

  
	
  21.

  	
  Choice of law

  	
  24

  
	
   

  	
   

  	
   

  
	
  22.

  	
  Jurisdiction

  	
  24

  
	
   

  	
   

  	
   

  
	
  Schedule 1 The Shares

  	
  23

  



 

















 


THIS DEED OF CHARGE is made on 30 July 2004 BETWEEN


 


(A)                               ROCKWOOD
SPECIALTIES GROUP, INC. (the “Chargor”), a Delaware corporation of 100 Overlook
Center, Princeton, NJ 08542, United States of America; and


 


(B)                               CREDIT
SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, at Eleven
Madison Avenue, New York, NY 10010, United States of America, as administrative
agent and trustee for the Secured Parties.


 


WHEREAS:


 


(1)                                 The
Lenders have severally agreed to make the Loans to the Chargor and to Rockwood
Specialties Limited (the “UK Borrower”) and the Letter of Credit Issuer has
agreed to issue Letters of Credit for the account of the Chargor and the UK
Borrower upon the terms and subject to the conditions set forth in the credit
agreement (the “Credit Agreement”) dated as of 30 July 2004, among the Chargor,
the UK Borrower, Rockwood Specialties International, Inc., the lending
institutions from time to time party thereto as Lenders, Credit Suisse First
Boston (acting through its Cayman Islands Branch) as administrative agent and
collateral agent and UBS Securities LLC and Goldman Sachs Credit Partners L.P.
as co-syndication agents; and


 


(2)                                 Under
Section 6.1(g) of the Credit Agreement, the Chargor is required to execute this
Deed in favour of the Administrative Agent for the rateable benefit of the
Secured Parties.


 


WITNESSES AS FOLLOWS:


 


1.                                      Interpretation


 


1.1                               Definitions: In this Deed, each of the following expressions has, except
so far as the context otherwise requires, the meaning shown:


 


“Act” means the Companies Act 1985 (as amended);


 


“Administrative Agent” means Credit Suisse First
Boston (acting through its Cayman Island Branch) as administrative agent and
trustee for the Secured Parties under this Deed or such other Person as may
from time to time be appointed as successor Administrative Agent to hold the
whole or any part of the security created hereby;


 


“After-acquired Shares” means any shares obtained by
the Chargor in the future in the UK Borrower, provided that such future shares
are not charged under the US Share Charge;


 


“Charged Property” means:


 


(a)                                 the
shares listed in Schedule 1 hereto and any After-acquired Shares;


 

















 


(b)                                 all
rights in respect of or incidental to the shares identified in paragraph (a)
above, including the certificates
representing such shares and any interest of the Chargor in the entries on the
books of the issuer of such shares or any financial intermediary pertaining to
such shares and all dividends, cash, warrants, rights, instruments and other
property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such shares; and


 


(c)                                  to
the extent not covered by paragraphs (a) and (b) above, all proceeds of any or
all of paragraphs (a) and (b) above. For the purposes of this Deed, the term “proceeds”
includes whatever is receivable or received when assets or proceeds are sold,
exchanged, collected or otherwise disposed of, whether such disposition is
voluntary or involuntary, and includes proceeds of any indemnity or guarantee
payable to the Chargor or the Administrative Agent from time to time with respect
to any of the Charged Property,


 


and references to the Charged Property include
references to any part of it; “Closing Time” means 24:00 (German time) on the
Closing Date;


 


“this Deed” means this present deed and any other
document by which, pursuant to any of its provisions or otherwise, the Chargor
may grant a Lien to the Administrative Agent in respect of the Charged
Property, as, in each case, from time to time varied in any manner or respect
whatsoever, and “charges contained in this Deed” and “Liens contained in this
Deed” and similar expressions shall be construed accordingly;


 


“Enforcement Event” means the occurrence of an Event
of Default, provided that the Administrative Agent has served notice upon the
Chargor to the effect that an Event of Default has occurred and the Liens
constituted under this Deed have become enforceable and provided further that,
notwithstanding the provisions of any other Credit Document, the Administrative
Agent shall not be obliged to enforce the Liens from time to time constituted
by or pursuant to this Deed unless it is satisfied that such action is in
accordance with all applicable laws and regulations;


 


“Equity Interests” means shares of capital stock,
partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person
of whatever nature, and any warrants, options or other rights entitling the
holder thereof to purchase or acquire any of the foregoing;


 


“Incapacity”, in relation to a Person, means the
insolvency, liquidation, dissolution, winding-up, administration, receivership,
amalgamation, reconstruction or any analogous proceeding occurring in relation
to that Person whatsoever;


 


“Receiver” means any Person or Persons appointed
(and any additional Person or Persons appointed or substituted) as
administrative receiver, receiver, manager, or receiver and manager by the
Administrative Agent under this Deed or otherwise;


 


“Secured Amounts” means in relation to the Chargor,
the collective reference to: (i) (x) the principal of and premium, if any, and
interest at the applicable rate provided in the


 


2

















 


Credit Agreement (including interest accruing during
the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans extended to the UK Borrower, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, (y) each
payment required to be made by the UK Borrower under the Credit Agreement in
respect of any Letter of Credit, when and as due, including payments in respect
of reimbursement of disbursements, interest thereon and obligations to provide
cash collateral, and (z) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), of the UK
Borrower or any other Credit Party that is a Foreign Subsidiary to any of the
Secured Parties under the Credit Agreement and the other Credit Documents; (ii)
all covenants, agreements, obligations and liabilities of the UK Borrower under
or pursuant to the Credit Agreement and the other Credit Documents; (iii) all
covenants, agreements, obligations and liabilities of each other Credit Party
that is a Foreign Subsidiary under or pursuant to the Credit Documents; (iv)
all obligations of the UK Borrower and each Credit Party that is a Foreign
Subsidiary under each Hedge Agreement that (x) is in effect on the Closing Date
with a counterparty that is a Lender or an Affiliate of a Lender as of the
Closing Date or (y) is entered into after the Closing Date with any
counterparty that is a Lender or an Affiliate of a Lender at the time such
Hedge Agreement is entered into; and (v) all obligations in respect of
overdrafts and related liabilities owed to the Administrative Agent or its
Affiliate by the UK Borrower or
any other Credit Party that is a Foreign Subsidiary arising from or in
connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds; and references
to Secured Amounts include references to any of them;


 


“Secured Parties” means (i) the Lenders, (ii) the
Letter of Credit Issuer, (iii) the Swingline Lender, (iv) the Administrative
Agent, (v) the Co-Syndication Agents, (vi) each counterparty to a Hedge
Agreement the obligations under which constitute Secured Amounts, (vii) the
beneficiaries of each indemnification obligation undertaken by the UK Borrower
or any other Credit Party that is a Foreign Subsidiary and (viii) any
successors, indorsees, transferees and assigns of each of the foregoing and “Secured
Party” means any one of them;


 


“Taxes” includes all present and future taxes,
levies, imposts, duties, fees or charges of whatever nature together with
interest thereon and penalties in respect thereof and “Taxation” shall be
construed accordingly; and


 


“US Share Charge” means a charge dated 30 July 2004,
among the Chargor and the Administrative Agent creating a charge over 65
percent of the issued and outstanding Equity Interests in the UK Borrower.


 


1.2                          Construction: In this Deed, except where the context otherwise requires:


 


3

















 


1.2.1                references to the Chargor include its permitted successors and assigns
and Persons deriving title through or under the Chargor in whole or in part and
whether at law or in equity and to the Administrative Agent includes its
successors and assigns and Persons deriving title through or under the
Administrative Agent in whole or in part and whether at law or in equity;


 


1.2.2                references to a document include any deed (including this Deed),
negotiable instrument, certificate, notice or other document of any kind and
references to any document (or a provision thereof) shall be construed as a
reference to that document or provision as from time to time amended,
supplemented, varied, restated or replaced (in whole or in part);


 


1.2.3                “subsidiary” has the meaning ascribed to it by section 736 of the Act;


 


1.2.4                references
to any statute or other
legislative provision shall include any statutory or legislative modification
or re-enactment thereof, or any substitution therefor;


 


1.2.5                references to “the usual course of business” (and similar expressions)
mean, in relation to the Chargor, the usual course of business of the Chargor
as carried on by it at the date of this Deed or otherwise without a breach of
the Credit Agreement occurring;


 


1.2.6                references to “Lenders” shall be deemed to include Affiliates of Lenders
that may from time to time enter into Hedge Agreements with the Borrowers (or
either of them);


 


1.2.7                the words “hereof’, “herein”, “hereto” and “hereunder” and words of
similar import when used in this Deed shall refer to this Deed as a whole and
not to any particular provision of this Deed, and Section, subsection, clause
and Schedule references are to this Deed unless otherwise specified. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”; and


 


1.2.8                the meanings given to terms defined herein shall be equally applicable to
both the singular and plural forms of such terms.


 


1.3                          Headings: The headings in this Deed shall not affect its interpretation.


 


1.4                          Defined terms: Terms and expressions used in this Deed and not defined in
this


 


Deed shall, except so far as the context otherwise
requires, have the meanings given to them in the Credit Agreement and the
appendices thereto.


 


1.5                          Effect as a deed: This Deed is intended to take effect as a deed
notwithstanding


 


that the Administrative Agent may have executed it
under hand only.


 


2.                                 Covenant to pay secured amounts


 


The Chargor as primary obligor covenants with the
Administrative Agent (on behalf of the Secured Parties) that it will pay when
due and payable all of the Secured Amounts


 


4

















 


which now are or at
any time hereafter may (whether on or
after any demand) become due, owing or payable or due for discharge, in any
currency, to the Secured Parties by the UK Borrower or any other Credit Party
that is a Foreign Subsidiary, actually or contingently, solely or jointly
and/or severally with another or others, as principal or surety.


 


3.                                 Fixed charge


 


3.1                          Charge: The Chargor with full title guarantee and effective immediately
upon the


 


Closing Time, hereby charges to the Administrative
Agent (on behalf of the Secured Parties) the Charged Property by way of first
fixed charge as a continuing security for the payment or discharge of the Secured
Amounts.


 


3.2                          Warranty: The Chargor warrants to the Administrative Agent that it is
absolutely


 


entitled to all of the Charged Property vested in it
as at the date of this Deed free from all Liens (other than those arising
pursuant to this Deed) and that, as of the date of this Deed, the shares
forming part of the Charged Property vested in it have been duly authorised and
validly issued and are fully paid and no calls have been or can be made in
their respect.


 


3.3                          Rights attaching to the Charged Property:


 


3.3.1                With respect to the Chargor’s rights and powers relating to the Charged
Property:


 


(i)                                the Chargor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Charged Property or any part thereof for
any purpose not prohibited by the terms of this Deed or the other Credit
Documents and to the extent that such exercise is not inconsistent with the
security intended to be conferred on the Administrative Agent by or pursuant to
this Deed; and


 


(ii)                             in the event that the Administrative Agent registers itself as the legal
owner of any shares constituting part of the Charged Property, the
Administrative Agent shall execute and deliver (or cause to be executed and
delivered) to the Chargor all such proxies and other instruments as the Chargor
may reasonably request for the purpose of enabling the Chargor to exercise the
voting and other rights that it is entitled to exercise pursuant to clause
3.3.1(a)(1) above;


 


(b)                                 the Chargor shall not, except to the extent permitted by the Credit
Agreement, permit or agree to any variation of the rights attaching to or
conferred by any of the Charged Property, participate in any rights issue,
elect to receive or vote in favour of receiving any dividends other than in the
form of cash or participate in any vote concerning a members voluntary
winding-up or a compromise or arrangement pursuant to Section 425 of the Act;


 


5
















 


(c)                                  subject to clause 3.1.1(d) below, the Chargor shall be entitled to
receive and retain and use, free and
clear of any Lien created by this Deed, any and all dividends and distributions
made or paid in respect of the Charged Property to the extent permitted by the
Credit Agreement provided, however, that any and all non-cash dividends,
interest, principal or other distributions that would constitute Charged
Property, whether resulting from a subdivision, combination or reclassification
of the outstanding Equity Interests of the UK Borrower or received in exchange
for shares forming part of the Charged Property or any part thereof, or in
redemption thereof, or as a result of any merger, consolidation, acquisition or
other exchange of assets to which such issuer may be a party or otherwise,
shall be, and shall be forthwith delivered to the Administrative Agent to hold
as, Charged Property and shall, if received by the Chargor, be received in
trust for the benefit of the Administrative Agent (on behalf of the Secured
Parties), be segregated from the other property or funds of the Chargor and be
forthwith delivered to the Administrative Agent as Charged Property in the same
form as so received (with any necessary endorsement); and


 


(d)                                 after the occurrence of an Enforcement Event and whilst such event is
continuing (and without any consent or authority on the part of the Chargor)
the Administrative Agent may at the Administrative Agents discretion (in the
name of the Chargor or otherwise):


 


(i)           exercise (or refrain from exercising) any
voting rights in respect of the


 


Charged Property, provided that, unless
otherwise directed by the Required Lenders, the Administrative Agent shall have
the right from time to time following and during the continuance of an Event of
Default to permit the Chargor to exercise such rights. After all of the Events
of Default have been cured or waived and the Chargor has delivered to the
Administrative Agent a certificate to that effect, the Chargor will have the
right to exercise the voting and consensual


 


rights that the Chargor would otherwise be entitled
to exercise pursuant to the terms of this clause 3.3.1 (and the obligations of
the Administrative Agent under the same shall be reinstated);


 


(ii)                           receive
all dividends and distributions that the Chargor would otherwise be authorised
to receive and retain and apply all dividends, interest and other monies
arising from the Charged Property as though they were the proceeds of sale
under this Deed as set out in clause 8.1, provided that after all Events of
Default have been cured or waived, and the Chargor has delivered to the
Administrative Agent a certificate to that effect, the Administrative Agent
shall repay to the Chargor (without interest) all dividends and distributions
that the Chargor would otherwise be permitted to receive, retain and use
pursuant to the terms of clause 3.1.1(c);


 


6

















 


(iii)                       transfer the Charged Property into the name of the Administrative Agent
or such nominee(s) of the Administrative Agent as it shall require; and


 


(iv)                          exercise
(or refrain from exercising) the powers and rights conferred on or exercisable
by the legal or beneficial owner of the Charged Property to exercise all powers
given to trustees by the Trustee Act 2000 in respect of securities or property
subject to a trust.


 


3.3.2                   All dividends and distributions that are received by the Chargor contrary
to the provisions of clause 3.3.1 above shall be received in trust for the
benefit of the Administrative Agent (on behalf of the Secured Parties), shall
be segregated from other property or funds of the Chargor and shall forthwith
(and, in any event, within two Business Days) be delivered to the
Administrative Agent as Charged Property in the same form as so received (with
any necessary endorsements).


 


4.                                  Continuance of security and release


 


4.1                                 Continuing security: Without prejudice to the generality of clause 2, the
charges contained in this Deed are made for securing the Secured Amounts,
including further advances and shall be without prejudice and in addition to
any other security whatsoever which may be held by the Administrative Agent
from the Chargor or any other Person for or in respect of the whole or part of
the Secured Amounts; and the charges, covenants and provisions contained in
this Deed shall remain in force as continuing security to the Administrative
Agent notwithstanding any settlement of account or the existence at any time of
a credit balance on any current or other account or any other act, event or
matter whatsoever, except only the execution by the Administrative Agent as a
deed of an absolute and unconditional release or the execution by or on behalf
of the Administrative Agent of a receipt for all (and not part only) of the
Secured Amounts.


 


4.2                                 Retention of security: Subject to clause 4.3, the Administrative Agent
shall be entitled to retain the security constituted by this Deed until the
date on which all the Secured Amounts and the obligations of the Chargor under
this Deed shall have been satisfied by payment in full, the Commitments shall
be terminated and no Letters of Credit shall be outstanding, notwithstanding
that from time to time during the term of the Credit Agreement and any Hedge
Agreement the Credit Parties may be free from any Secured Amounts.


 


4.3                                 Release of security: Upon any sale or other transfer by the Chargor of
any Charged Property that is permitted under the Credit Agreement to any
Person, or upon the effectiveness of any written consent to the release of the
security interest granted hereby in any such Charged Property pursuant to Section 14.1
of the Credit Agreement, the obligations of the Chargor with respect to such
Charged Property shall be automatically released.


 


4.4                                 Documents of release: In connection with any termination or release
pursuant to clause 4.3 the Administrative Agent shall execute and deliver to
the Chargor, at the Chargor’s


 


7

















 


expense, all documents that the Chargor shall
reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this clause 4.4 shall be without recourse to
or warranty by the Administrative Agent.


 


5.                                       General covenants and representations


 


5.1                                 Covenants: During the subsistence of the security constituted by this
Deed, the Chargor further covenants with the Administrative Agent as follows:


 


5.1.1                        it will not (i) except as permitted by the Credit Agreement, sell or
otherwise dispose of, or grant any option or warrant with respect to, any of
the Charged Property or (ii) create or suffer to exist any consensual Lien
upon or with respect to any of the Charged Property, except for the Lien
created under this Deed; provided that in the event the Chargor sells or
otherwise disposes of assets permitted by the Credit Agreement and such assets
are or include any of the Charged Property, the Administrative Agent shall
release such Charged Property in accordance with clauses 4.3 and 4.4 above;


 


5.1.2                        it shall maintain the security constituted by this Deed as a perfected
security interest having at least the priority described in clause 5.2.2(i) and
shall defend its and the Administrative Agent’s title or interest in and to all
the Charged Property against any and all Liens (other than the Lien created in
accordance with the terms of this Deed), however arising, and any and all
Persons whomsoever;


 


5.1.3                        it will advise the Administrative Agent and the Lenders promptly, in
reasonable detail, of any Lien of which it has knowledge (other than the security
constituted hereby) on any of the Charged Property which would adversely
affect, in any material respect, the ability of the Administrative Agent to
exercise any of its remedies hereunder;


 


5.1.4                        it will deliver to the Administrative Agent (or procure delivery to the
Administrative Agent of), and the Administrative Agent shall be entitled to
hold and retain, all (or such part thereof as may from time to time be
specified by the Administrative Agent) of the Charged Property (including, for
the avoidance of doubt, the After-acquired Shares) or the certificates and
other documents of title to or representing the same held or acquired by the
Chargor or its nominee(s) together with, in each case in form and
substance satisfactory to the Administrative Agent:


 


(a)                                  an
instrument or instruments of or relating to the transfer of such Charged
Property (with the name of the transferee or assignee, the consideration and
the date left blank, but otherwise duly completed} executed by the Chargor; and


 


(b)                                  any
other document or thing which the Administrative Agent may reasonably specify
with a view to perfecting or protecting its security over the Charged Property,


 


and so that:


 


(i)                               the
Administrative Agent may at any time after the occurrence of an Enforcement
Event which is continuing have the Charged Property


 


8

















 


registered in its name or
in the name of, or otherwise have the same held by, one or more nominees on its
behalf; and


 


(ii)                           notwithstanding
any other provisions of this Deed, the Administrative Agent shall not register
itself or any nominee as the owner (whether by
legal mortgage or otherwise) of any of the shares in the UK Borrower
prior to the occurrence of an Enforcement Event; and


 


5.1.5                        it will during the subsistence of the security from time to time
constituted by or pursuant to this Deed pay on the same becoming due all calls
or other payments which may be or become due in respect of any of the Charged
Property, and in any case of default by the Chargor in this respect, the
Administrative Agent may if it thinks fit make any such payment on behalf of
the Chargor in which event any sums so paid by the Administrative Agent shall
be reimbursed by the Chargor to the Administrative Agent on demand and shall
carry interest from the date of payment by the Administrative Agent until so
reimbursed at the rate and otherwise as mentioned in Section 2.8(c)(y) of
the Credit Agreement.


 


The obligations of the Chargor under this clause 5
shall be in addition to and not in substitution for the covenants for title
deemed to be included in this Deed by virtue of Part 1 of the Law of
Property (Miscellaneous Provisions) Act 1994.


 


5.2                                 Representations: During the subsistence of the security constituted by
this Deed, the Chargor represents to the Administrative Agent as follows:


 


5.2.1                        Schedule 1 hereto (i) correctly represents as of the date hereof the
issuer, the certificate number, the number and class and the percentage of the
issued and outstanding Equity Interests of such class of all current shares
charged as Charged Property hereunder and (ii) includes all Equity
Interests required to be charged hereunder. Except as set forth on Schedule 1,
the Charged Property represents all of the issued and outstanding Equity
Interests of each class of current shares in the UK Borrower on the date hereof
that are required to be charged hereunder; and


 


5.2.2 (i) the charge
of the Charged Property by the Chargor hereunder constitutes valid and
perfected first-priority security in the Charged Property in favour of the
Administrative Agent, for the rateable benefit of the Secured Parties, as
security for the Secured Amounts subject to the filing of the prescribed
particulars of such security pursuant to Section 395 of the Act, (ii) except
for the security constituted by this Deed, the Chargor is the legal and
beneficial owner of each item of the Charged Property free and clear of any and
all Liens and (iii) the Chargor has full power, authority and legal right
to charge all the Charged Property pursuant to this Deed.


 


5.3                                 Powers and authorisations: The Chargor covenants with and represents to
the Administrative Agent that the documents which contain or establish the
Chargor’s constitution include provisions which give power, and all necessary
corporate authority has been obtained and action taken, for the Chargor to
grant the charges contained in this Deed and execute and deliver, and perform
the covenants and obligations contained in,


 


9

















 


this Deed and that this Deed constitutes valid and
binding obligations of the Chargor enforceable in accordance with its terms.


 


5.4                                 Non-violation: The Chargor further covenants and represents to the
AdministrativeAgent that neither the execution and delivery of this Deed nor
the performance of any of the covenants contained in it does or will contravene
or constitute a default under (or result in the creation or imposition of, or
the obligation to create or impose, any Lien upon any of its property or assets
pursuant to), or cause to be exceeded any limitation on it or the powers of its
directors imposed by or contained in:


 


5.4.1                        any law by which it or any of its assets is bound or affected;


 


5.4.2                        any document which contains or establishes its constitution; or


 


5.4.3                        any agreement to which it is a party or by which any of its assets is
bound.


 


5.5                                 Non-compliance by the Chargor: If the Chargor for any reason fails to
perform any of its obligations to the Administrative Agent under this Deed, the
Administrative Agent shall have power but shall not be obliged, on behalf of or
in the name of the Chargor or otherwise, to perform the obligation and to take
any steps which the Administrative Agent may, in its absolute discretion,
reasonably consider appropriate with a view to remedying or mitigating the
consequences of such failure, but so that the exercise of this power, or the
failure to exercise it, shall in no circumstances prejudice the Administrative
Agents rights under this Deed. Any moneys so expended by the Administrative
Agent shall be repayable by the Chargor to the Administrative Agent on demand
together with interest at the rate specified in Section 2.8(c)(y) of
the Credit Agreement from the date of payment by the Administrative Agent until
such repayment, both before and after judgment. No exercise by the
Administrative Agent of its powers under this clause 5.5 shall make the
Administrative Agent or any other of the Secured Parties liable to account as a
mortgagee in possession.


 


6.                                       The Administrative Agent’s powers


 


6.1                                 Amounts due: The Secured Amounts shall be deemed to have become due for
the purposes of section 101 of the Law of Property Act 1925 (the “1925 Act”)
and the statutory power of sale and of appointing a receiver which are
conferred on the Administrative Agent under that Act (as varied or extended by
this Deed) and all other powers shall be deemed to arise immediately after
execution of this Deed but shall only be exercisable after the occurrence of an
Enforcement Event which is continuing


 


6.2                                 Power of sale: Section 103 of the 1925 Act shall not apply in
relation to any of the charges contained in this Deed and the statutory power
of sale (as extended by this Deed) and all other powers shall be exercisable at
any time after the occurrence of an Enforcement Event which is continuing.


 


6.3                                 Law of Property Act 1925: The provisions of the 1925 Act relating to the
power of sale and the other powers conferred by section 101(1) and (2) are
hereby extended (as if such


 


10

















 


extensions were contained therein) to authorise the
Administrative Agent at its absolute discretion, but only after the occurrence
of an Enforcement Event which is continuing:


 


6.3.1                        to sell all of the Chargor’s title to or interest in the Charged Property
or any part thereof, and to do so for any shares, debentures or other
securities whatsoever, or in consideration of an agreement to pay all or part
of the purchase price at a later date or dates, or an agreement to make
periodical payments, whether or not the agreement is secured by a Lien or a
guarantee, or for such other consideration whatsoever as the Administrative
Agent may think fit, and also to grant any option to purchase, and to effect
exchanges;


 


6.3.2                        with a view to or in connection with the sale of the Charged Property, to
carry out any transaction, scheme or arrangement which the Administrative Agent
may, in its absolute discretion, consider appropriate;


 


6.3.3                        to insure the Charged Property against such risks and for such amounts as
the Administrative Agent may consider prudent; and


 


6.3.4                        to do all or any of the things or exercise all or any of the powers which
are mentioned or referred to in clause 7.6 as if each of them was expressly
conferred on the Administrative Agent by this Deed and which may not be
included in clauses 6.3.1 to 6.3.3 above.


 


7.                                       Receiver


 


7.1                                 Appointment: The Administrative Agent may by writing or by deed appoint
such Person or Persons (including an officer or officers of the Administrative
Agent) as it thinks fit to be receiver or manager of the Charged Property or
any part thereof and, in the case of an appointment of more than one Person, to
act together or independently of the other or others and the Administrative
Agent may make such appointment at any time after it has demanded payment of
any of the Secured Amounts which are due and payable but unpaid or if it is
requested to do so by the Chargor or upon the presentation of a petition or
application to the court for an administration order in respect of the Chargor.
Where more than one Receiver is appointed, each joint Receiver shall have the
power to act severally and independently of any other joint Receivers, except
to the extent the Administrative Agent may specify to the contrary. The powers
of appointment of a Receiver shall be in addition to all statutory and other
powers of appointment under the 1925 Act (as extended by this Deed) or
otherwise and such powers shall remain exercisable from time to time by the Administrative Agent in respect of any
part of the Charged Property in accordance with the terms of this Deed.


 


7.2                                 Removal and replacement: Except as otherwise required by statute, the
Administrative Agent may by writing or by deed remove (so far as it is lawfully
able) a Receiver and appoint another in his place or to act as an additional
Receiver.


 


7.3                                 Extent of appointment: The exclusion of any part of the Charged Property
from the appointment of any Receiver shall not preclude the Administrative
Agent from subsequently extending his or their appointment (or that of any
Receiver replacing him or them) to that part or appointing another Receiver
over any other part of the Charged Property.


 


11

















 


7.4                                 Agent of the Chargor: A Receiver shall be the agent of the Chargor and
the Chargor alone shall be responsible for his acts and defaults and liable on
any contracts or engagements made or entered into or adopted by him; and in no
circumstances whatsoever shall the Administrative Agent be in any way responsible
for or incur any liability in connection with his contracts, engagements, acts,
omissions, misconduct, negligence or default and, if a liquidator of the
Chargor shall be appointed, the Receiver shall act as principal and not as
agent for the Administrative Agent.


 


7.5                                 Remuneration: Subject to section 36 of the Insolvency Act 1986, the
remuneration of any Receiver may be fixed by the Administrative Agent at a rate
appropriate to the work and responsibilities involved (and may be or include a
commission calculated by reference to the gross amount of all moneys received
or otherwise and may include remuneration in connection with claims, actions or
proceedings made or brought against such Receiver by the Chargor or any other
Person or the performance or discharge of any obligation imposed upon him by
statute or otherwise) but such remuneration shall be payable by the Chargor
alone; and the amount of such remuneration may be debited by the Administrative
Agent to any account of the Chargor, but shall, in any event, form part of the
Secured Amounts and accordingly be secured on the Charged Property under the
charges contained in this Deed.


 


7.6                                 Powers: A Receiver of the Chargor shall have any and all powers conferred
on a receiver, manager, receiver and manager, mortgagor and mortgagee in
possession by statute or common law. In addition, a Receiver of the Chargor
shall have the following powers in relation to the Charged Property in respect
of which he is appointed:


 


7.6.1                        to enter upon, take possession of, get in and collect the Charged
Property (or such part thereof in respect of which he may be appointed)
including rents and income whether accrued before or after the date of his
appointment;


 


7.6.2                        to sell, exchange, license, surrender, release, disclaim, abandon, return
or otherwise dispose of or in any way whatsoever deal with the Charged Property
or any interest in the Charged Property for such consideration (if any),
including any Charged Property whatsoever, and upon such terms (including by
deferred payment or payment by instalments) as he may think fit and to concur
in any such transaction;


 


7.6.3                        to sell on condition and to grant rights, options, licences or easements
over the whole or any part of the Charged Property and (with or without
consideration) to rescind, surrender or disclaim or accept or agree to accept
surrenders or disclaimers of agreements relating to or affecting the Charged
Property in such circumstances, to such Persons (including, without limitation,
to the Administrative Agent), for such purposes and upon such terms whatsoever
as he may think fit and also to vary the terms of any contract affecting the
Charged Property and to provide payments under such contract in such manner as
he may think fit;


 


7.6.4                        in connection with the exercise or the proposed exercise of any of his
powers or in order to obtain payment of his remuneration (whether or not it is
already payable), to borrow or raise money from any Person, including the
Administrative Agent, without security or on


 


12

















 


the security of the
Charged Property and generally in such manner and on such terms as he may think
fit;


 


7.6.5                        to bring, defend, submit to arbitration, negotiate, compromise, abandon
and settle any claims, disputes and proceedings concerning the Charged Property
or any part thereof;


 


7.6.6                        to transfer all or any of the Charged Property and/or any of the
liabilities of the Chargor to any other company or body corporate, whether or
not formed or acquired for the purpose and to form a subsidiary or subsidiaries
of the Chargor;


 


7.6.7                        to redeem, discharge or compromise any Lien over or with respect to the
Charged Property;


 


7.6.8                        to effect or maintain indemnity insurance and other insurance and obtain
bonds and performance guarantees;


 


7.6.9                        in connection with the exercise of any of his powers, to execute or do,
or cause or authorise to be executed or done, on behalf of or in the name of
the Chargor or otherwise, as he may think fit, all documents, receipts,
registrations, acts or things which he may consider appropriate;


 


7.6.10                  to exercise all powers, discretions, voting, conversion or other rights
or entitlements in relation to any of the Charged Property of an absolute
owner, together with all powers which are incidental to the ownership of or
rights in or to any Charged Property and to complete or effect any transaction
entered into by the Chargor and complete, disclaim, abandon or modify all or
any of the outstanding contracts or arrangements of the Chargor relating to or
affecting the Charged Property;


 


7.6.11                  to exercise all powers as are described in Schedule 1 to the Insolvency
Act 1986, whether or not the Receiver is an “administrative receiver” as
defined in that Act; and


 


7.6.12                  generally to carry out, or cause or authorise to be carried out, any
transaction, scheme or arrangement whatsoever, whether similar or not to any of
the foregoing, in relation to the Charged Property which he may consider
expedient or conducive to any of the functions, powers, authorities or discretions
conferred on or vested in him and as effectually as if he were solely and
absolutely entitled to the Charged Property.


 


8.                                       Application of proceeds


 


8.1                                 Application: All moneys arising from the exercise of the powers of the
Receiver or the Administrative Agent shall be held on trust by the
Administrative Agent for the benefit of itself and the other Secured Parties
(for so long as they remain Secured Parties) and (subject to any claims ranking
in priority to any of the Secured Amounts and except as otherwise directed by
the Administrative Agent) shall be applied in or towards discharging, in the
following order of priority:


 


8.1.1                        first, to the amount of all moneys raised or borrowed by the Receiver,
and all costs, charges, expenses and liabilities paid, incurred or charged by
the Receiver (including any amounts for which he is entitled to be indemnified)
in connection with or as a result of


 


13

















 


the exercise of his powers and the remuneration of
the Receiver, in such order as the Receiver or the Administrative Agent may
from time to time determine;


 


8.1.2                        second, to the payment of all reasonable and documented costs and
expenses incurred by the Administrative Agent in connection with such
collection or sale or otherwise in connection with this Deed, the other Credit
Documents or any of the Secured Amounts, including all court costs and the
reasonable fees and expenses of its agents and legal counsel, the repayment of
all advances made by the Administrative Agent hereunder or under any other
Credit Document on behalf of the Chargor and any other reasonable and
documented costs or expenses incurred in connection with the exercise of any
right or remedy hereunder or under any other Credit Document;


 


8.1.3                        third, to the Secured Parties, an amount equal to all of the Secured
Amounts owing to them on the date of any such distribution, and, if such moneys
shall be insufficient to pay such amounts in full, then rateably (without
priority of any one over any other) to such Secured Parties in proportion to
the unpaid amounts thereof; and


 


8.1.4                        fourth, any surplus then remaining shall be paid to the Chargor or to
whomsoever may be lawfully
entitled to receive the same or as a court of competent jurisdiction may
direct.


 


The Chargor agrees and acknowledges that the
Administrative Agent is entering into this Deed, and holds its rights and
benefits hereunder, as trustee for and on behalf of the Secured Parties in
accordance with the terms of clause 17.


 


8.2                                 Accounts: Notwithstanding the provisions of clause 8.1, all moneys from
time to time received by the Administrative Agent from the Chargor or any
Person or Persons liable to pay the same or from any Receiver or otherwise on
the realisation or enforcement of the charges contained in this Deed may be
applied by the Administrative Agent either as a whole or in such proportion as
the Administrative Agent shall think fit to any account or item of account or
any transaction and, without limitation, the Administrative Agent may in its
absolute discretion at all times pending the payment to the Administrative
Agent of all of the Secured Amounts place and keep to the credit of a separate
or suspense interest bearing account (subject to the accrual of interest at
market rates for the account of the Chargor) any money received by the
Administrative Agent from the Chargor or such other Persons for so long and in
such manner as the Administrative Agent may determine without any obligation to
apply the same or any part thereof in or towards the discharge of any of the
Secured Amounts.


 


8.3                                 Receiver’s Receipts: Sections 109(6) and (8) of the 1925 Act
shall not apply in relation to a Receiver appointed under this Deed.


 


9.                                      Protection
of third parties


 


9.1                                 Enquiry: No purchaser from, or other Person dealing with, the
Administrative Agent or any Receiver shall be concerned to enquire whether any
of the powers exercised or purported to be exercised has arisen or become
exercisable, whether the Secured Amounts remain outstanding, whether the Administrative
Agent or any Receiver is authorised to act or as to the propriety or validity
of the exercise or purported exercise of


 


14

















 


any power; and the title of such a purchaser and the
position of such a Person shall not be impeachable by reference to any of those
matters and the protections contained in sections 104 to 107 of the 1925 Act,
section 42(3) of the Insolvency Act 1986 (as amended) or in any other
applicable legislation shall apply to any Person purchasing from or dealing
with a Receiver or the Administrative Agent.


 


9.2                                 Receipts: The receipt of the Administrative Agent or any Receiver shall be an absolute and a conclusive discharge
to a purchaser and shall relieve him of any obligation to see to the
application of any moneys paid to or by the direction of the Administrative
Agent or the Receiver.


 


9.3                                 Construction: in clauses 9.1 and 9.2, “purchaser’’ includes any Person acquiring any Lien over, or any
other interest or right whatsoever in relation to, the Charged Property.


 


10.                               Protection
of Administrative Agent and Receiver


 


10.1                           Liability: Neither the Administrative Agent nor any Receiver shall be
liable to the Chargor in respect of any loss or damage which arises out of the
exercise, the attempted or purported exercise or the failure to exercise any of
their respective powers. Notwithstanding the foregoing, neither the
Administrative Agent, any Receiver or any Secured Party shall be entitled to be
indemnified in respect of any part of the foregoing if it arises as a result of
such party’s gross negligence or wilful misconduct.


 


10.2                           Possession: Without prejudice to the generality of clause 10.1, entry
into possession of the Charged Property shall not render the Administrative
Agent or any Receiver liable to account as mortgagee in possession; and if and
whenever the Administrative Agent or any Receiver enters into possession of the
Charged Property, it shall be entitled at any time to go out of such
possession.


 


11.                                 Expenses and indemnity


 


11.1                           Expenses: The Chargor further covenants with the Administrative Agent to
reimburse or pay to the Administrative Agent or any Receiver (on the basis of a
full indemnity) the amount of all costs (including legal costs), charges and
expenses reasonably incurred or sustained by the Administrative Agent or such
Receiver (including, for the avoidance of doubt, any such costs, charges and
expenses arising from any act or omission of, or proceedings involving, any
third party) in connection with:


 


11.1.1                  the investigation of title to or any inspection or valuation of the
Charged Property vested in the Chargor under or in connection with this Deed,
and the preparation, registration or perfecting of this Deed (or any of the
charges contained in it), or any other document entered into between the
Chargor and the Administrative Agent;


 


11.1.2                  the lawful exercise by or on behalf of the Administrative Agent or any
Receiver of any of the powers of the Administrative Agent or such Receiver, and
the enforcement, preservation or attempted preservation of this Deed or the
Charged Property or any other action taken by or on behalf of the
Administrative Agent or any Receiver with a view to


 


15
















 


or in connection with the recovery by the
Administrative Agent of the Secured Amounts from the Chargor or any other
Person; and


 


11.1.3                  the carrying out of any other act or matter which the Administrative
Agent or any Receiver considers to be necessary for the preservation,
improvement or benefit of the Charged Property.


 


11.2                           Indemnity: The Chargor hereby agrees to pay, and to indemnify the
Administrative Agent, the Secured Parties, any Receiver and any attorney, agent
or other Person appointed by the Administrative Agent or any Receiver under
this Deed and the Administrative Agent’s officers and employees (each an “Indemnified
Party”) on an after tax basis from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this Deed
to the extent either of the Borrowers would be required to do so pursuant to
the terms of the Credit Agreement.


 


11.3                           Taxes: All sums of whatsoever nature which are payable by the Chargor
under this Deed and which are now or at any time hereafter become subject to
value added tax or any similar tax shall be deemed to be exclusive of value
added tax or any similar tax and the Chargor in addition to such sums will
indemnify the Administrative Agent from and against all claims and liabilities
whatsoever in respect thereof. The Chargor agrees to pay, and to indemnify the
Administrative Agent, any Receiver and the Secured Parties against any and all
liabilities with respect to, or resulting from any delay in paying, any and all
stamp, excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Charged Property or in connection with any
of the transactions contemplated by this Deed.


 


12.                               Protection
of charges


 


12.1                           Fixed mortgage: The Chargor further covenants with the Administrative
Agent at the Chargor’s own cost, as a continuing security for the payment or
discharge of the Secured Amounts that it shall, if the Administrative Agent so
requires, promptly execute a transfer of Charged Property or any rights to
Charged Property now owned or hereafter acquired by the Chargor to the
Administrative Agent or its nominee (in each case, on behalf of the Secured
Parties), and also to procure that the transfer to the Administrative Agent or
its nominee is duly registered within one week.


 


12.2                           Further security: The Chargor further covenants with the Administrative
Agent from time to time (and, for the purposes mentioned in clause 12.2.2,
notwithstanding that the Administrative Agent may not have served a demand for
payment of the Secured Amounts) upon demand to execute, at the Chargor’s own
cost, any document or do any act or thing which:


 


12.2.1                  the Administrative Agent may reasonably specify with a view to perfecting
or protecting any charge or security created or intended to be created by this
Deed; or


 


16

















 


12.2.2                  the Administrative Agent or any Receiver may reasonably specify with a
view to facilitating the exercise or the proposed exercise of any of their
powers.


 


13.                               Power
of attorney, etc.


 


13.1                           Attorneys: For the purpose of securing the interest of the Administrative
Agent in the Charged Property and the performance of the Chargor’s obligations
to the Administrative Agent whether under this Deed or the other Credit
Documents or otherwise, the Chargor irrevocably and by way of security appoints
the Administrative Agent and any Receiver jointly and also severally to be its
attorney and attorneys (with full power to appoint substitutes and to
sub-delegate, including power to authorise the Person so appointed to make
further appointments, in both cases, with regard to all or any part of the
Charged Property) on behalf of the Chargor and in its name or otherwise, to
execute any document or do any act or thing which the Administrative Agent or
such Receiver (or their substitutes or delegates) may, in its or his absolute
discretion, consider appropriate in connection with the exercise of any of the
powers of the Administrative Agent or such Receiver
or which the Chargor is obliged to the Administrative Agent to
execute or do, whether under this Deed or otherwise; and without prejudice to
the generality of its power to appoint substitutes and to sub-delegate, the
Administrative Agent may appoint any Receiver as its substitute or delegate,
and any Person appointed the substitute of the Administrative Agent shall, in connection
with the exercise of the said
power of attorney, be the agent of the Chargor and clause 7.4 shall apply
mutatis mutandis.


 


13.2                           Charged Property on trust: For the purpose of giving effect to this Deed,
the Chargor hereby declares that, as and when the charges contained in this
Deed shall become enforceable, it will hold all of the Charged Property vested
in it (subject to the right of redemption) upon trust to convey, assign or
otherwise deal with the Charged Property vested in it in such manner and to
such Person as the Administrative Agent shall direct and declares that it shall
be lawful for the Administrative Agent to appoint a new trustee or trustees of
the Charged Property in place of the Chargor.


 


13.3                           Powers as trustee: The Chargor hereby agrees and declares that the
Administrative Agent or any nominee of the Administrative Agent may at any time
after the Administrative Agent or any nominee or nominees of the Administrative
Agent has/have been registered as owner(s) of any Charged Property, without
any further consent or authority on the part of the Chargor, exercise (in the
name of the Chargor or otherwise) with respect to such Charged Property and to
the exclusion of the Chargor, all rights and powers conferred by statute or
otherwise upon an absolute owner of such Charged Property and all the powers
given to trustees by the Trustee Act 2000 in respect of charged property or
property subject to a trust, and all rights or powers incidental to or
conducive to the exercise of rights and powers in relation to the Charged
Property; provided that until the security constituted by this Deed shall
become enforceable the Administrative Agent shall:


 


13.3.1                  exercise or procure that its nominees shall exercise all such rights and
powers at the specific request of and in accordance with the instructions of
the Chargor but so that neither the Administrative Agent nor any nominees of
the Administrative Agent shall be obliged to give effect to any request or
instruction which the Administrative Agent may


 


17

















 


consider would be prejudicial to the charges
contained in this Deed or if in doing so it would incur any cost or expense or
render itself subject to any liability, unless previously indemnified to its
satisfaction; and


 


13.3.2                  pay or procure that its nominee shall pay to the Chargor all dividends,
interest and other distributions of an income nature that it or its nominee
receives.


 


13.4                           Ratification: The Chargor ratifies and confirms and agrees to ratify and confirm
all acts and things which any attorney as mentioned in clause 13.1 shall do or
purport to do in the lawful and proper exercise of his powers under such
clause.


 


14.                                 Other security, etc.


 


14.1                           No merger: The charges contained in or created pursuant to this Deed are
in addition to, and shall neither be merged in, nor in any way exclude or
prejudice any other Lien, right of recourse, set off or other right whatsoever
which the Secured Parties may now or at any time hereafter hold or have (or
would apart from this Deed or any charge contained or created pursuant to this
Deed hold or have) as regards the Chargor or any other Person in respect of the
Secured Amounts and the Administrative Agent shall be under no obligation to
take any steps to call in or to enforce any security for the Secured Amounts
and shall not be liable to the Chargor for any loss arising from any omission
on the part of the Administrative Agent to take any such steps or for the
manner in which the Administrative Agent shall enforce or refrain from
enforcing any such security.


 


14.2                           Consolidation: Section 93 of the 1925 Act shall not apply in
relation to any of the charges contained in this Deed.


 


14.3                           Ruling off: Without prejudice to clause 5.1.1, if the Administrative
Agent receives notice of any Lien or any other interest (other than an interest
arising out of a sale in the usual course of business which is permitted by Section 10.4
of the Credit Agreement) affecting the Charged Property:


 


14.3.1                  the Administrative Agent may open a new account with the relevant Chargor
and, if it does not, it shall nevertheless be deemed to have done so at the
time it received such notice; and


 


14.3.2                  all payments made by the Chargor to the Administrative Agent after the
Administrative Agent receives such notice shall be credited or deemed to have
been credited to the new account, and in no circumstances whatsoever shall
operate to reduce the Secured Amounts as at the time the Administrative Agent
received such notice.


 


14.4                           Change of name, etc.:  This Deed
shall remain valid and enforceable notwithstanding any:


 


14.4.1                  Incapacity, change in the name, composition or constitution of the
Administrative Agent or the Chargor or any amalgamation or consolidation by the
Administrative Agent or the Chargor with any other corporation; or


 


18

















 


14.4.2                  any amendment, waiver or variation (however material or fundamental) of
any Credit Document.


 


Without prejudice to the foregoing, the Chargor
shall be deemed to be a principal debtor and the sole, original and independent
obligor for the Secured Amounts and the Charged Property shall be deemed to be
a principal security for the Secured Amounts. The liability of the Chargor
under this Deed shall not be discharged, impaired or otherwise affected by any
circumstance, act, omission, matter or thing which but for this provision might
operate to reduce, release, prejudice or otherwise exonerate the Chargor from
its obligations under the Credit Documents in whole or in part, including
without limitation and whether or not known to any Credit Party, the
Administrative Agent or any other Person:


 


(a)                                  the winding-up, dissolution, administration, re-organisation,
amalgamation, merger or reconstruction of the Chargor or any other Person or
any change in its status, function, control or ownership; or


 


(b)                                 any time, indulgence, concession, waiver or consent granted to, or composition
with, the Chargor or any other Person; or


 


(c)                                  the release of the Chargor or any other Person under the terms of any composition
or arrangement with any creditor of the Chargor or any of its Affiliates; or


 


(d)                                 the taking, variation, compromise, exchange, renewal or release of, or
refusal or neglect to perfect, take-up or enforce, any rights against, or
security over, the assets of the Chargor or any other Person or any
non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to release or to realise the full
value of any security; or


 


(e)                                  any legal limitation, disability, Incapacity or lack of power,
authority or legal personality of or dissolution or change in the members or
status of, or other circumstance relating to, the Chargor or any other Person;
or


 


(f)                                    any variation (however fundamental and whether or not involving any increase
in the liability of the Chargor or any other Credit Party thereunder) or
replacement of any Credit Document or any other document or security; or


 


(g)                                 any unenforceability, illegality, invalidity or frustration of any obligation
of the Chargor or any other Person under any Credit Document or any other
document or security, or any failure of the Chargor or any other Credit Party
to become bound by the terms of any other Credit Document, in each case whether
through any want of power or authority or otherwise; or


 


(h)                                 any postponement, discharge, reduction, non-provability or similar
circumstances affecting any obligation of the Chargor or any other Credit Party
under a Credit


 


19

















 


Document
resulting from any insolvency, liquidation or dissolution proceedings or from
any law, regulation or order,


 


so that the Chargor’s obligations under this Deed
remain in full force and effect and that this Deed shall be construed
accordingly as if there were no such circumstance, act, omission, matter or
thing.


 


14.5                      Non-competition: Subject as provided below, until the date on which all
the Secured Amounts and the obligations of the Chargor under this Deed shall
have been satisfied by payment in full, the Commitments shall be terminated and
no Letters of Credit shall be outstanding (notwithstanding that from time to
time during the term of the Credit Agreement and any Hedge Agreement the Credit
Parties may be free from any Secured Amounts), the Chargor shall not, by virtue
of any payment made, security realised or moneys received or recovered under
any of the Credit Documents for or on account of the liability of any Credit
Party:


 


14.5.1             be subrogated to any rights, security or moneys held, received or
receivable by the Administrative Agent or any other Secured Party or be
entitled to any right of contribution or indemnity; or


 


14.5.2             claim, rank, prove or vote as a creditor of any Credit Party or its
estate in competition with the Administrative Agent or any other Secured Party;
or


 


14.5.3             receive, claim or have the benefit of any payment, distribution or
security from or on account of any Credit Party, or exercise any right of
set-off against any Credit Party.


 


The Chargor shall hold in trust for and forthwith
pay or transfer to the Administrative Agent for the benefit of the Secured
Parties any payment or distribution or benefit of security received by it
contrary to the above. If the Chargor exercises any right of set-off contrary
to the above it will forthwith pay an amount equal to the amount set off to the
Administrative Agent for the benefit of the Secured Parties. Notwithstanding
the foregoing, following any enforcement of the security created hereunder by
the Administrative Agent under this Deed, the Chargor will (at its own cost)
promptly take such steps or actions as are referred to above as the
Administrative Agent may from time to time stipulate.


 


15.                            Avoidance of payments


 


15.1                      No release: No assurance, security or payment which may be avoided or
adjusted under the law, including under any enactment relating to bankruptcy or
insolvency, and no release, settlement or discharge given or made by the
Administrative Agent on the faith of any such assurance, security or payment,
shall prejudice or affect the right of the Administrative Agent to recover the
Secured Amounts from the Chargor (including any moneys which it may be
compelled to pay or refund under the provisions of the Insolvency Act 1986 and
any costs payable by it pursuant to or otherwise incurred in connection
therewith) or to enforce the charges contained in this Deed to the full extent
of the Secured Amounts.


 


20

















 


15.2                      Retention of charges: If the Administrative Agent shall have reasonable
grounds in its absolute discretion for believing that the Chargor may be
insolvent or deemed to be insolvent pursuant to the provisions of the
Insolvency Act 1986 as at the date of any payment made by the Chargor to the
Administrative Agent, the Administrative Agent shall be at liberty to retain
the charges contained in or created pursuant to this Deed until the expiry of a
period of one month plus such statutory period within which any assurance,
security, guarantee or payment can be avoided or invalidated after the payment
and discharge in full of all Secured Amounts notwithstanding any release,
settlement, discharge or arrangement which may be given or made by the
Administrative Agent on, or as a consequence of, such payment or discharge of
liability provided that, if at any time within such period, a petition
shall be presented to a competent court for an order for the winding up or the
making of an administration order in respect of the Chargor, or the Chargor
shall commence to be wound up or to go into administration or any analogous
proceedings shall be commenced by or against the Chargor, the Administrative
Agent shall be at liberty to continue to retain such security for such further
period as the Administrative Agent may determine and such security shall be
deemed to continue to have been held as security for the payment and discharge
to the Administrative Agent of all Secured Amounts.


 


16.                          Currency conversion


 


16.1                      Indemnity: If under any applicable law, whether as a result of a judgment
against the Chargor or the liquidation of the Chargor or for any other reason,
any payment under or in connection with this Deed is made or any amount is
received or recovered by the Administrative Agent in respect of the Secured
Amounts in a currency (the “other currency”) other than the currency in which
the Secured Amounts are payable (the “original currency”), then to the extent
that the payment to or receipt by the Administrative Agent (when converted at
the rate of exchange on the date of payment or receipt) falls short of the
whole of the Secured Amounts the Chargor shall as a separate and independent
obligation fully indemnify the Administrative Agent against the amount of the
shortfall; and for the purposes of this clause, “rate of exchange” means the
rate at which the Administrative Agent is able on the relevant date to purchase
the original currency in London with the other currency.


 


16.2                      Purchases: If the Chargor fails to pay or discharge any part of the
Secured Amounts when due (except where such payment or discharge is made within
three Business Days of the due date), the Administrative Agent from time to
time may purchase an amount of the currency in which such sum is due with any
other currency or currencies and the Chargor’s obligation thereafter shall be
to pay to the Administrative Agent the amount of the other currency or
currencies so used to purchase.


 


17.                          Declaration of Trust


 


17.1                      Declaration of Trust: The Administrative Agent hereby declares itself as
trustee to hold the benefit of the covenants, agreements and undertakings of
the Chargor contained in this Deed and the Liens and other rights, titles and
interests constituted by this Deed and all other moneys, property and assets
paid to it or held by it or received or


 


21

















 


recovered by it pursuant to or in connection with
this Deed with effect from the date of this Deed on trust for the Secured
Parties for application in accordance with clause 8.1.


 


17.2                      Perpetuity period: The trusts constituted or evidenced in or by clause
17.1 shall remain in full force and effect until whichever is the earlier of:


 


17.2.1   the
expiration of a period of 80 years from the date of this Deed; and


 


17.2.2             the security constituted by this Deed having been released in accordance
with its terms,


 


and the parties to this Deed declare that the
perpetuity period applicable to this Deed shall for the purposes of the
Perpetuities and Accumulations Act 1964 be the period of 80 years from the date
of this Deed.


 


18.                          Execution of documents


 


Any document required to be executed as a deed by
the Administrative Agent under or in connection with this Deed shall be validly
executed if executed as a deed by a duly authorised attorney of the
Administrative Agent.


 


19.                          Notices and demands


 


All notices, requests and demands pursuant hereto
shall be made in accordance with Section 14.2 of the Credit Agreement.


 


20.                          Further provisions


 


20.1                      Evidence of indebtedness: In any action, proceedings or claim relating to
this Deed or the charges contained in this Deed, a statement as to any amount
due to the Administrative Agent or of the Secured Amounts or any part thereof
which is certified as being correct by an officer of the Administrative Agent
shall, save in the case of manifest error, be conclusive evidence that such
amount is in fact due and payable.


 


20.2                      Rights cumulative, waiver: The rights of the Administrative Agent and any
Receiver are cumulative, may be exercised as often as they consider appropriate
and are in addition to their respective rights under general law. The
respective rights of the Administrative Agent and any Receiver (whether arising
under this Deed or under the general law) shall not be capable of being waived
or varied otherwise than by express waiver or variation in writing; and, in
particular, any failure to exercise or any delay in exercising any such rights
shall not operate as a variation or waiver of that or any other such right; any
defective or partial exercise of such rights shall not preclude any other or further exercise of that or any other such
right; and no act or course of
conduct or negotiation on their part or on their behalf shall in any way
preclude them from exercising any such right or constitute a suspension or
variation of any such right.


 


20.3                      Invalidity of any provision: If any provisions of this Deed become
invalid, illegal or unenforceable in any respect under any law, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.


 


22

















 


20.4                      No set-off or counterclaim; payments free and clear: All payments to be
made by the Chargor under this Deed shall be made in full, without any set-off
or counterclaim whatsoever and free and clear of any deductions or withholdings
in the currency in which they are due on the due date to such account as the
Administrative Agent may from time to time specify.


 


20.5                      Liabilities survive deficiencies and releases: The Chargor agrees to be
bound by this Deed notwithstanding that any other Person intended to be bound
by any other Credit Document may not do so or may not be effectually bound and
notwithstanding that any guarantees or Liens contained in any other Credit
Document may be terminated or released or may be or become invalid or
unenforceable, whether or not the deficiency is known to any of the Secured
Parties.


 


20.6                      Contracts (Rights of Third Parties) Act 1999: Without prejudice to clause
8.1, and save for clauses 10.1, 11.2 and 17, no provision of this Deed is
enforceable by a Person that is not a party to this Deed.


 


20.7                      Change to constitutional documents: The Chargor undertakes with the
Administrative Agent to procure in respect of the UK Borrower that, if it has
not already done so, the UK Borrower will remove from its articles of
association:


 


20.7.1   any
and all restrictions on the transfer of its shares; or 20.7.2 any and all liens
on shares, whether fully or partly paid.


 


20.8                      Process Agent: Without prejudice to any other mode of service allowed
under any relevant law, the Chargor:


 


20.8.1             irrevocably appoints the UK Borrower at its registered address from time
to time as its agent for service of process in relation to any proceedings
before the English courts in connection with this Deed and any Credit Documents;
and


 


20.8.2             agrees that failure by a process agent to notify the Chargor of the
process will not invalidate the proceedings concerned.


 


If the appointment of the UK Borrower ceases to be
effective in respect of the Chargor, the Chargor shall immediately appoint a
further person in England to accept service of process on its behalf in England
and, failing such appointment within 15 days, the Administrative Agent shall be
entitled to appoint such a person by notice to the Chargor. Nothing contained
in this Deed shall affect the right to serve process in any other manner
permitted by law.


 


20.9                      Assignments and Transfers: The Chargor shall not be entitled to assign or
transfer all or any of its rights or obligations under this Deed without the
prior written consent of the Administrative Agent. The Administrative Agent may
at any time assign or otherwise transfer all or any part of its rights under
this Deed in accordance with the Credit Documents and the Chargor authorises
the Administrative Agent to execute on its behalf any document required to
effect the necessary transfer of rights and obligations.


 


23

















 


20.10                Counterparts: This Deed may be executed in any number of counterparts,
all of which taken together shall be deemed to constitute one and the same
instrument.


 


21.                          Choice of law


 


This Deed is governed by, and shall be construed in
accordance with, the laws of England.


 


22.                          Jurisdiction


 


22.1                      Submission: The Chargor agrees for the benefit of the Administrative
Agent that the courts of England shall have jurisdiction to hear and determine
any suit, action or proceeding, and to settle any dispute, which may arise out
of or in connection with this Deed and, for such purposes, irrevocably submits
to the jurisdiction of such courts.


 


22.2                      Forum: The Chargor irrevocably waives any objection which it might now or
hereafter have to the courts referred to in clause 22.1 being nominated as the
forum


 


to hear and determine any suit, action or
proceeding, and to settle any dispute, which may arise out of or in connection
with this Deed and agrees not to claim that any such court is not a convenient
or appropriate forum.


 


22.3                      Other competent jurisdictions: The submission to the jurisdiction of the
courts referred to in clause 22.1 shall not (and shall not be construed so as
to) limit the right of the Administrative Agent to take proceedings against the
Chargor in any other court of competent jurisdiction nor shall the taking of
proceedings in any one or more jurisdictions preclude the taking of proceedings
in any other jurisdiction, whether concurrently or not.


 


22.4                      Consent to enforcement: The Chargor hereby consents generally in respect
of any legal action or proceeding arising out of or in connection with this Deed
to the giving of any relief or the issue of any process in connection with such
action or proceeding including, without limitation, the making, enforcement or
execution against any property whatsoever of the Chargor (irrespective of its
use or intended use) of any order or judgment which may be made or given in
such action or proceeding.


 


DULY DELIVERED AS A DEED by the Chargor or on its
behalf on the date inserted above.


 


24

















 


Schedule 1

The Shares


 


	
  Issuer

  	
   

  	
  Class of Share

  	
   

  	
  Share

  Certificate No(s)

  	
   

  	
  Number

  of Shares

  	
   

  	
  Percentage

  of Issued and

  Outstanding

  Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


EXHIBIT M


 


FORM OF
LUXEMBOURG PLEDGE AGREEMENTS


 


LUXEMBOURG PLEDGE AGREEMENT dated as of 31 July,
2004, among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation
having its registered office at 1029 Orange Street, Corporation Trust Center,
Wilmington, DE 19801, U.S.A., (the “Pledgor”), and CREDIT SUISSE FIRST
BOSTON, acting through its Cayman Islands Branch, as Administrative Agent and
as Collateral Agent (in such capacities, the “Administrative Agent”) for
the lenders (each, a “Lender” and, collectively, the “Lenders”)
and for the Secured Parties (as defined below) from time to time parties to the
Credit Agreement dated as of 30 July, 2004 (as the same may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among, inter alia, the Pledgor
(as “US Borrower”), ROCKWOOD SPECIALTIES LIMITED, a company incorporated
under the laws of England and Wales (the “UK Borrower” and, together
with the US Borrower, the “Borrowers”), ROCKWOOD SPECIALTIES
INTERNATIONAL, INC., a Delaware corporation, the Syndication Agent (as defined
in the Credit Agreement), the Lenders and the other Secured Parties.


 


WITNESSETH:


 


WHEREAS, (a) pursuant to the Credit Agreement, the Lenders have
severally agreed to make Loans to the Borrowers and the Letter of Credit Issuer
has agreed to issue Letters of Credit for the account of the Borrowers
(collectively, the “Extensions of Credit”) upon the terms and subject to
the conditions set forth therein and (b) one or more Lenders, or
affiliates of Lenders may from time to time enter into Hedge Agreements with
the Borrowers;


 


WHEREAS, the Pledgor acknowledges that it will
derive substantial direct and indirect benefit from the making of the
Extensions of Credit;


 


WHEREAS, it is a condition precedent to the obligation
of the Lenders and the Letter of Credit Issuer to make their respective
Extensions of Credit to the Borrowers under the Credit Agreement that the
Pledgor shall have executed and delivered this Pledge Agreement; and


 


WHEREAS, the Pledgor is the owner of the shares
described under Schedule 1 hereto and issued by Knight Lux 1 S.a r.1., a
Luxembourg societe a responsabilite limitee,
with a share capital of one hundred thirty seven thousand five
hundred euros (£ 137,500), whose registered office is at 61, rue de
Rollingergrund, L-2440 Luxembourg, registered with the Luxembourg trade and
companies’ registry under the number B 100.495 (the “Company”) (the
pledged shares .described above are, together with any shares of the Company
obtained in the future by the Pledgor, including any shares issued by the
Company as a result of the conversion of any or all Convertible Preferred
Equity Certificates (the “CPECs”) and registered in the Pledgor’s name in the
Company’s CPEC register (the “After-acquired Shares”), referred to
collectively herein as the “Pledged Shares”).


 


NOW, THEREFORE, in consideration of the premises and
to induce the Administrative Agent, the Syndication Agent, the Documentation
Agent and the Lenders and the Letter of Credit


 

















 


Issuer to enter into the Credit Agreement and to
induce the Lenders and the Letter of Credit Issuer to make their respective
Extensions of Credit to the Borrowers under the Credit Agreement and to induce
one or more Lenders or affiliates of Lenders to enter into Hedge Agreeements
with the Borrowers, the Pledgor hereby agrees with the Adminiitrative Agent, as
agent for the Lenders and for the ratable benefit of the Secured Parties, as
follows:


 


1.                                      Defined Terms.


 


a)            Unless
otherwise defined herein (including in the above recitals), terms defined in
the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement


 


b)            As
used herein, the term “Equity Interests” means quotas or shares of
capital stock of the Company as well as any quotas or shares which may be
substituted for, or added to, the Pledged Shares by way of exchange,
consolidation, division, free distribution, or otherwise and any warrants,
options or other rights entitling the holder thereof to purchase or acquire any
of the foregoing and any of the foregoing class of securities being a “Class of
Equity Interest”.


 


c)             As
used herein, the term “Obligations” means the collective reference to (i) the
due and punctual payment of (x) the principal of and premium, if any, and
interest at the applicable rate provided in the Credit Agreement (including
interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (y) each payment required to be made by the Borrowers under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral, and (z) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Borrowers or any other Credit Party to any
of the Secured Parties under the Credit Agreement and the other Credit
Documents, (ii) the due and punctual performance of all covenants,
agreements, obligations and liabilities of the Borrowers under or pursuant to
the Credit Agreement and the other Credit Documents, (iii) the due and
punctual payment and performance of all the covenants, agreements, obligations
and liabilities of each other Credit Party under or pursuant to this Pledge
Agreement or the other Credit Documents, (iv) the due and punctual payment
and performance of all obligations of each Credit Party under each Hedge
Agreement that (x) is in effect on the Closing Date with a counterparty
that is a Lender or an affiliate of a Lender as of the Closing Date or (y) is
entered into after the Closing Date with any counterparty that is a Lender or a
affiliate of a Lender at the time such Hedge Agreement is entered into and (v) the
due and punctual payment and performance of all obligations in respect of
overdrafts and related liabilities owed to the Administrative Agent or its
affiliates arising from or in a connection with treasury, .depositary or cash
managment services or in connection with any automated clearinghouse transfer
of funds.


 

















 


d)            As
used herein, the term “Secured Parties” means (i) the Lenders, (ii) the
Letter of Credit Issuer, (iii) the Swingline Lender, (iv) the
Administrative Agent, (v) the Syndication Agent, (vi) the
Documentation Agent and (vii) each counterparty to a Hedge Agreement the
obligations under which constitute Obligations, (viii) the beneficiaries
of each indemnification obligation undertaken by any Credit Party under any
Credit Document and (ix) any successors, indorsees, transferees and
assigns of each of the foregoing.


 


e)             References
to “Lenders” in this Pledge Agreement shall be deemed to include affiliates of
Lenders that may from time to time enter into Hedge Agreements with the
Borrowers as hedging counterparties.


 


f)             The
words “hereof’, “herein” and “hereunder” and words of similar import when used
in this Pledge Agreement shall refer to this Pledge Agreement as a whole and
not to any particular provision of this Pledge Agreement, and Section references
are to Sections of this Pledge Agreement unless otherwise specified. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”.


 


g)            The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


 


2.                                      Grant of Security. The Pledgor
hereby undertakes to pledge to the Administrative Agent as agent for the
Secured Parties for their ratable benefit, all of the Pledgor’s right, title
and interest in the following, now owned or existing, and hereby undertakes to
pledge to the Administrative Agent as agent for the Secured Parties all of the
Pledgor’s right, title and interest in any of the following hereafter acquired
or existing (collectively, the “Collateral”):


 


a)                                     the
Pledged Shares registered in the Pledgor’s name and, subject to Section 7
hereof, all dividends, cash, warrants, rights, instruments and other property
or proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange’for any or all of the Pledged Shares, subject in all
cases to the limit that the Pledged Shares shall never exceed 65% of the total
issued share capital of the Company; and


 


b)                                     to
the extent not covered by clause (a) above, and subject to Section 7
hereof; the Equity Interests, subject in all cases, to the limit that the
Pledged Shares shall never exceed 65% of the total issued share capital of the
Company and all proceeds of any or all of the foregoing Collateral. For
purposes of this Pledge Agreement, the term “proceeds” includes whatever is
receivable or received when Collateral or proceeds are sold, exchanged,
collected or otherwise disposed of, whether such disposition is voluntary or
involuntary, and includes proceeds of any indemnity or guarantee payable to the
Pledgor or the Administrative Agent from time to time with respect to any of the
Collateral;


 

















 


c)                                      all
and any rights which the Pledgor may have or obtain against the Company in case
the Pledged Shares were held to be invalidly issued, regardless of the
qualification given to such rights.


 


3.                                      Security for Obligations.
This Pledge Agreement secures the payment of all Obligations owed by the
Borrowers and/or each other Credit Party to the Administrative Agent or the
Secured Parties for their ratable benefit. Without limiting the generality of
the foregoing, this Pledge Agreement secures the payment of all amounts that
constitute part of the Obligations and would be owed by the Borrowers to the
Administrative Agent or the Secured Parties under the Credit Documents but for
the fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving the Borrowers and/or
each other Credit Party.


 


4.             Delivery of the Collateral.
The pledge of the Pledged Shares shall be perfected by (i) an
acknowledgement by the Company in compliance with article 114 of the Luxembourg
commercial code and (ii) the immediate registration in the share register
of the Company (registre des associes) of
the name of the Administrative Agent, as agent for the Secured Parties. Both
the Pledgor and the Administrative Agent as agent for the Secured Parties as
well as the Company authorise and empower and hereby instruct any manager of
the Company and/or any employee of Demag Holding S.a r.l. and/or any lawyer of
Clifford Chance Luxembourg to proceed immediately with the registration of the
Pledge in the share register of the Company. The Pledgor hereby undertakes to
bring satisfactory evidence to the Administrative Agent as agent for the
Secured Parties of such notification or acceptance and recording in the shares
register of the Company including, without limitation, a certified true copy of
the page or the pages bearing the recording of the pledge, and the
registration of the name of the Administrative Agent as agent for the Secured
Parties in the share register of the Company.


 


The Pledgor undertakes to reiterate the above
formalities each time that the pledge is extended to further quotas or shares
of the Company.


 


5.                   Representations and Warranties.
The Pledgor represents and warrants as follows:


 


a)            Schedule
1 hereto (i) correctly represents as of the date hereof the issuer, the
Pledgor, the number, the Class of Equity Interest and the percentage of
the issued and outstanding Class of Equity Interests of such Class of
Equity Interests of all Pledged Shares and (ii) includes all Equity
Interests required to be pledged hereunder. Except as set forth on Schedule 1,
the Pledged Shares represent 65 percent of such issued and outstanding Class of
Equity Interests and no other Class of Equity Interests in the Company has
been issued on the date hereof.


 


b)            The
Pledgor is the owner of the Collateral pledged or assigned by the Pledgor
hereunder free and clear of any Lien, except for the Lien created by this
Pledge Agreement


 


c)             As
of the date of this Pledge Agreement, the Pledged Shares pledged by the Pledgor
hereunder have been duly authorized by a meeting of the shareholders of the
Company and are validly issued and are fully paid up.


 

















 


d)            The
execution and delivery by the Pledgor of this Pledge Agreement and the pledge
of the Collateral by the Pledgor hereunder pursuant hereto create a valid and
perfected first-priority security interest in the Collateral, securing the
payment of the Obligations, in favor of the Administrative Agent as agent for
the Secured Parties. ·


 


e)             The
Pledgor has full power, authority and legal right to pledge all the Collateral
pursuant to this Pledge. Agreement and this Pledge Agreement constitutes a
legal, valid and binding obligation of the Pledgor, enforceable in accordance
with its terms, except as enforceability thereof may be limited by bankruptcy,
insolvency or other similar laws affecting creditor’s rights generally.


 


f)             In
the event the Administrative Agent enforces this Luxembourg Pledge Agreement,
shareholders of the Company representing at least three-quarters of the share
capital of the Company shall have agreed in advance to accept the Secured
Parties as new shareholders of the Company.


 


6.                                      Further Assurances. The Pledgor
agrees that at any time and from time to time, at the expense of the Pledgor,
it will execute any and all further documents, agreements and instruments and
take all such further actions, which may be required under any applicable law,
or which the Administrative Agent or the Required Lenders may reasonably request,
in order (x) to perfect and protect any pledge, assignment or security
interest granted or purported to be granted hereby (including the priority
thereof) or (y) to enable the Administrative Agent to exercise and enforce
the rights and remedies hereunder with respect to any Collateral.


 


The Pledgor further agrees, that if new shares are
issued through a resolution of the managez(s) of the Company under the
authorised capital mechanism, such issuance will be formally approved and
ratified by a proper shareholder’s meeting of the Company held in front of a
Luxembourg notary within a period of two weeks following the issuance.


 


7.                        Voting Rights: Dividends and Distributions: Etc.


 


a)            Subject to
paragraph (b) below, the Pledgor shall be entitled to receive and retain
and use, free and clear of the Lien of this Pledge Agreement, any and all
dividends and distributions made or paid in respect of the Collateral to the
extent permitted by the Credit Agreement; provided, however, that
any and all noncash dividends or other distributions that would constitute
Pledged Shares, whether resulting from a subdivision, combination or
reclassification of the outstanding Equity Interests of the issuer of any
Pledged Shares or received in exchange for Pledged Shares or any par thereof,
or in redemption thereof, or as a result of any merger, consolidation,
acquisition or other exchange of assets to which such issuer may be a party or
otherwise, shall become Collateral, shall be held as Collateral and shall, if
received by the Pledgor, be held for the benefit of the Administrative Agent,
be segregated from the other property or funds of the Pledgor and be forthwith
remitted as Collateral to the Administrative Agent in the same form as so
received and provided, that the valid issuance of the Pledged Shares is
not being challenged in court proceedings.


 

















 


b)            Upon written notice
to the Pledgor by the Administrative Agent following the occurrence and during
the continuance of an Event of Default,


 


(i)            all rights of the
Pledgor to receive the dividends and distributions that the Pledgor would
otherwise be authorized to receive and retain pursuant to Section 7 (a) shall,
cease, and all such rights shall thereupon become vested in the Administrative
Agent as agent for the Secured Parties, which shall thereupon have the sole
right to receive and hold as Collateral such dividends and distributions during
the continuance of such Event of Default. The Administrative Agent shall retain
those amounts as a “gage “. After
all Events of Default have been cured or waived and the relevant Pledgor has
delivered to the Administrative Agent a certificate to that effect, the
Administrative Agent shall repay to the Pledgor (without interest) all such
dividends and distributions that the Pledgor would otherwise be permitted to
receive, retain and use pursuant to the terms of Section 7 (a);


 


(ii)           all
dividends and distributions that are received by the Pledgor contrary to the
provisions of Section 7 (a) and 7 (b)(i) shall be held for the
benefit of the Administrative Agent, shall be segregated from other property or
funds of the Pledgor and shall forthwith be remitted to the Administrative
Agent, which shall retain the same as a “gage”;


 


c) The Pledgor agrees as of the date hereof and as
long as the Pledge Agreement remains in force:


 


(i)            to refrain from
using any voting rights in respect of the Collateral in a way which would be
contrary to the provisions of this Pledge Agreement or of any other Credit
Document to which the Pledgor is a party;


 


(ii)           (x) if the Company
proceeds with a reduction of share capital which is not motived by losses, not
to offer the Pledged Shares to the Company for repurchase and (y) if the
Company proceeds with a share capital reduction which is motivated by losses,
to inform the Administrative Agent of the proposed reduction before its
adoption by the shareholders’ meeting and to cause any new shares issued and
attributed to the Pledgor as a result of the reduction in capital to be
included in the Collateral; and


 


(iii)         not to permit the Company’s
by-laws or any other instrument to contain any provision (including preemption
rights, rights of replacement or similar rights) which would limit in any way
the execution or the performance of this Pledge Agreement or the enforcement by
the Administrative Agent of the security interest herein created.


 


8. Transfers and Other Liens. The Pledgor shall:


 


a)            not (i) except
as permitted by the Credit Agreement, sell or otherwise dispose of, or grant
any option or warrant with respect to, any of the Collateral or (ii) create
or suffer to exist any contractual Lien upon or with respect to any of the
Collateral, except for the


 

















 


Lien under this Pledge
Agreement, provided that in the event the Pledgor sells or otherwise
disposes of assets permitted by the Credit Agreement and such assets are or
include any of the Collateral, the Administrative Agent shall release such
Collateral to the Pledgor free and clear of the Lien under this Pledge
Agreement concurrently with the consummation of such sale;


 


b)            defend its and the
Administrative Agent’s title or interest in and to all the Collateral (and in
the proceeds thereof) against any and all Liens (other than the Lien of this
Pledge Agreement), however arising, and any and all Persons whomsoever.


 


9. Remedies. If any Event of Default shall have occurred and be
continuing:


 


a) The Administrative Agent and any nominee of the
Administrative Agent may on behalf of the Secured Parties exercise in respect
of all or any of the Collateral, in addition to other rights and remedies
provided for herein or otherwise available to it, all the rights and remedies
conferred on a secured creditor (creamier
gagiste) pursuant to Luxembourg law and regulations, and may,
provided that the Obligations remain unpaid ten (10) business days after
the notification of a demand to pay (mise en
demeure) addressed to the Borrowers, (x) proceed to a public
sale of the Collateral in accordance with the provisions of Article 116 of
the Luxembourg Commercial Code, or (y) petition a Luxembourg court, as
provided for in Article 117 of the Luxembourg Commercial Code, that title
to the Collateral be assigned to it for payment of all or any part of the
outstanding amount of the Collateral. In this case, the Pledged Shares may not
be transferred to non-shareholders, unless shareholders of the Company
representing at least three-quarters of its share capital agree to such
transfer in a general meeting.


 


In the event ownership of the Collateral is
attributed to the Secured Parties pursuant to clause (y) above, subject to
mandatory provisions of Luxembourg law and except as specified below, the
Administrative Agent acting in such capacity:


 


(i)            shall be entitled
to sell the Collateral or any part thereof in one or more parcels for cash, on
credit or for future delivery, at such price or prices and upon such other
terms as are commercially reasonable irrespective of the impact of any such
sales on the market price of the Collateral;


 


(ii)      shall
be authorized at any such sale (if it deems it advisable to do so) to restrict
the prospective bidders or purchasers of Collateral to Persons who will
represent and agree that they are purchasing the Collateral for their own
account for investment and not with a view to the distribution or . sale
thereof, and, upon consummation of any such sale, the Administrative Agent
shall have, subject to the aforementioned restrictions, the right to assign,
transfer and deliver to the purchaser or purchasers thereof the Collateral so
sold. Each purchaser at any such sale shall hold the property sold absolutely
free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the extent
permitted by law) all rights of redemption, stay and/or appraisal that it now
has or may at any time in the future have under any rule of law or statute
now existing or hereafter enacted; and


 

















 


(iii)         The Administrative Agent
or any Secured Party shall have the right, to the extent permitted by law, upon
any such sale, to purchase the whole or any part of the Collateral so sold.


 


Subject to applicable law, the Administrative Agent
shall not be obligated to make any sale of Collateral regardless of notice of
sale having been given. The Administrative Agent may adjourn any sale from time
to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so
adjourned. To the extent permitted by law, the Pledgor hereby waives any claim
against the Administrative Agent arising by reason of the fact that the price
at which any Collateral may have been sold at such a private sale was less than
the price that might have been obtained at a public sale, even if the
Administrative Agent accepts the first offer received and does not offer such
Collateral to more than one offeree.


 


b) The Administrative Agent shall apply the proceeds
of any collection or sale of the Collateral at any time after receipt as
follows:


 


(i) first, to the payment of all reasonable and
documented costs and expenses incurred by the Administrative Agent in
connection with such collection or sale or otherwise in connection with this
Pledge Agreeement, the other Credit Documents or any of the Obligations,
including all court costs and the reasonable fees and expenses of its agents
and legal counsel, the repayment of all advances made by the Administrative
Agent hereunder or under any other Credit Document on behalf of the Pledgor and
any other reasonable and documented costs or expenses incurred in connection
with the exercise of any right or remedy hereunder or under any other Credit
Document;


 


(ii)           second,
to the Secured Parties, an amount equal to all Obligations owing to them on the
date of any such distribution, and, if such moneys shall be insufficient to pay
such amounts in full, then ratably (without priority of any one over any other)
to such Secured Parties in proportion to the unpaid amounts thereof; and


 


(iii)         third,
any surplus then remaining shall be paid to the Pledgor or its successors or
assigns or to whomsoever may be lawfully entitled to receive the same or as a
court of competent jurisdiction may direct.


 


c) All payments received by the Pledgor after the
occurrence and during the continuance of an Event of Default in respect of the
Collateral shall be held for the benefit of the Administrative Agent, shall be
segregated from other property or funds of the Pledgor and shall be forthwith
delivered to the Administrative Agent as Collateral (“gage”) in the same form as so received.


 


d) The Pledgor hereby waives its rights under Articles
2032 and 2039 of the Luxembourg Civil Code.


 


10. Amendments. etc. with Respect to the Obligations:
Waiver of Rights. The Pledgor shall remain obligated hereunder, and the
charges created hereby shall not be adversely


 

















 


affected nor shall this Agreement be novated unless
expressly agreed in writing by the parties hereto, notwithstanding that,
without any reservation of rights against the Pledgor and without notice to or
further assent by the Pledgor, (a) any demand for payment of any of the
Obligations made by the Administrative Agent or any other Secured Party may be
rescinded by such party and any of the Obligations continued, (b) the
Obligations, or the liability of any other party upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with
respect thereto, may, from time to time, in whole or in part, be renewed,
accelerated, compromised, waived, surrendered or released by the Administrative
Agent or any other Secured Party, (c) the Credit Agreement, the other
Credit Documents, the Letters of Credit and any other documents executed and
delivered in connection therewith and the Hedge Agreements and any other
documents executed and delivered in connection therewith and any documents
entered into with the Administrative Agent or any of its affiliates in
connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds may be amended,
modified, supplemented or terminated, in whole or in part, as the
Administrative Agent (or the Required Lenders, as the case may be, or, in the
case of any Hedge Agreement, or document entered into with the Administrative
Agent or any of its affiliates in connection with treasury, depositary or cash
management services or in connection with any automated clearinghouse transfer
of funds, the party thereto) may deem advisable from time to time, and (d) any
collateral security, guarantee or right of offset at any time held by the
Administrative Agent or any other Secured Party for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released. Neither
the Administrative Agent nor any other Secured Party shall have any obligation
to protect, secure perfect or insure any Lien at any time held by it as
security for the Obligations or for this Pledge Agreement or any property
subject thereto. When making any demand hereunder against the Pledgor, the
Administrative Agent or any other Secured Party may, but shall be under no
obligation to, make a similar demand on the Borrowers or any pledgor and any
failure by the Administrative Agent or any other such Secured Party to make any
such demand or to collect any payments from the Borrowers or any pledgor or any
release of the Borrowers or any pledgor shall not relieve the Pledgor in
respect of which a demand or collection is not made or the Pledgor not so
released of its several obligations or liabilities hereunder, and shall not
impair or affect the rights and remedies, express or implied, or as a matter of
law, of the Administrative Agent or any other Secured Party against the
Pledgor. For the purposes hereof “demand” shall include the commencement and
continuance of any legal proceedings.


 


11. Continuing Security Interest: Assignments Under the Credit Agreement:
Release.


 


a)            This Pledge
Agreement shall remain in full force and effect and be binding in accordance
with and to the extent of its terms upon the Pledgor and the successors and
assigns thereof, and shall inure to the benefit of the Administrative Agent and
the other Secured Parties and their respective successors, indorsees,
transferees and assigns until all the Obligations under the Credit Documents
shall have been satisfied by
payment in full, the Commitments shall be terminated and no Letters of Credit
shall be outstanding, notwithstanding that from time to time during the term of
the Credit Agreement and any Hedge Agreement the Credit Parties may be free
from any Obligations.


 

















 


b)            Upon any sale or
other transfer by the Pledgor of any Collateral that is permitted under the
Credit Agreement to any Person, or upon the effectiveness of any written
consent to the release of the security interest granted hereby in any
Collateral pursuant to Section 14.1 of the Credit Agreement, the
obligations of such Pledgor with respect to such Collateral shall be
automatically released and such Collateral sold free and clear of the Lien
created hereby.


 


c)             In connection with
any termination or release pursuant to paragraph (a) or (13), the
Administrative Agent shall execute and deliver to the Pledgor, at the Pledgor’s
expense, all documents that the Pledgor shall reasonably request to evidence
such termination or release. Any execution and delivery of documents pursuant
to this Section 11 shall be without recourse to or warranty by the
Administrative Agent.


 


12. Reinstatement. This Pledge Agreement shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be restored
or returned by the Administrative Agent or any other Secured Party upon the
insolvency, bankruptcy, dissolution, administration, liquidation or
reorganization of the Pledgor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the
Pledgor or any substantial part of its property, or otherwise, all as though
such payments had not been made.


 


13. Notices. All notices, requests and demands pursuant hereto shall
be made in accordance with Section 14.2 of the Credit Agreement.


 


14. Severability. Any provision of this Pledge Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall invalidate or render unenforceable
such provision in any other jurisdiction. The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


15. Integration. This Pledge Agreement and the Schedules hereto
represent the agreement of the Pledgor with respect to the subject matter
hereof and there are no promises, undertakings, representations or warranties
by the Administrative Agent or any other Secured Party relative to the subject
matter hereof not expressly set forth or referred to herein or in the other
Credit Documents.


 


16. Amendments in Writing No Waiver: Cumulative Remedies.


 


a)            None of the terms
or provisions of this Pledge Agreement may be waived, amended, supplemented or
otherwise modified except by a written instrument executed by the affected
Pledgor and the Administrative Agent in accordance with Section 14.1 of
the Credit Agreement


 

















 


b)            Neither the
Administrative Agent nor any Secured Party shall by any act (except by a written
instrument pursuant to Section 16(a) hereof), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy hereunder or
to have acquiesced in any Default or Event of Default or in any breach of any
of the terms and conditions hereof. No failure or exercise, nor any delay in
exercising, on the part of the Administrative Agent or any other secured Party,
any right, power or privilege hereunder shall operate as a waiver hereof. No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Administrative Agent or any other
Secured Party of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy that the Administrative Agent or such
other Secured Party otherwise have on any future occasion.


 


c)             The rights,
remedies, powers and privileges herein provided are cumulative, may be
exercised singly or concurrently and not exclusive of any other rights or
remedies provided by law. ,


 


17. Section Headings. The Section Headings used in this
Pledge Agreement are for convenience or reference only and are not to affect
the construction hereof or be taken into consideration in the interpretation
hereof.


 


18. Successors and Assigns. This Pledge Agreement shall be binding
upon the successors and assigns of the Pledgor and shall inure to the benefit
of the Administrative Agent and the other Secured Parties and their respective
successors and assigns, except that the Pledgor may not assign, transfer or
delegate any of its rights or obligations under this Pledge Agreement without
the prior written consent of the Administrative Agent.


 


19. Governing law — Jurisdiction. This Agreement shall be governed
by, and interpreted in accordance with, the laws of Luxembourg. The Pledgor
submits in favor of the Secured Parties with respect to any dispute arising
from or in connection with this Pledge Agreement to the non-exclusive
jurisdiction of the Luxembourg tribunal d’arrondissement
without prejudice to the rights for the Secured Parties to commence
proceedings before any other court of competent jurisdiction.


 
















 


EXHIBIT N


 


FORM OF LETTER OF CREDIT REQUEST


 


No.                                         (11)                                    Dated
                                        (12)


 


To:                              CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as
Administrative Agent and as the Letter of Credit Issuer, under the Credit
Agreement dated as of July 30, 2004 (as the same may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Rockwood Specialties Group, Inc., Rockwood Specialties Limited, and
Rockwood Specialties International, Inc., the several lenders from time to
time parties thereto, the Administrative Agent referred to above and UBS
Securities LLC and Goldman Sachs Credit Partners L.P., as Co-Syndication
Agents.


 


Ladies and Gentlemen:


 


The undersigned hereby requests that the Letter of
Credit Issuer issue a Letter of Credit on
                                          
(13) (the “Date of Issuance”) in the aggregate stated amount of the
Dollar Equivalent of
                                            
(14) in
                                
(15).


 


For purposes of this Letter of Credit Request,
unless otherwise defined, all capitalized terms used herein that are defined in
the Credit Agreement shall have the respective meanings provided therein.


 


The beneficiary of the requested Letter of Credit
will be
                              
(16), and such Letter of Credit will be in support of
                                            
(17) and will have a stated termination date of
                                  
(18).


 






(11) Letter of Credit Request Number.


 


(12) Date of standby Letter of Credit Request (at
least five Business Days prior to the Date of Issuance or such lesser number of
Business Days as may be agreed by the Administrative Agent and such Letter of
Credit Issuer).


 


(13) Date of Issuance.


 


(14) Aggregate initial stated amount of Letter of
Credit.


 


(15) Dollars, Euro or Sterling.


 

















 


The undersigned hereby certifies that:


 


(a)  All representations and warranties made by
any Credit Party contained in the Credit Agreement or in the other Credit
Documents shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as of
the Date of Issuance (except where such representations and warranties
expressly relate to an earlier date, in which case such representations and
warranties were true and correct in all material respects as of such earlier
date).


 


(b) No Default or Event of Default has occurred
and is continuing as of the date hereof nor, after giving effect to the
issuance of the Letter of Credit requested hereby, would such a Default or
Event of Default occur.


 


Copies of all documentation with respect to the
supported transaction are attached hereto.


 


 


	
   

  	
  [ROCKWOOD SPECIALTIES GROUP, INC.,]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [ROCKWOOD SPECIALTIES LIMITED]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 






(16) Insert name and address of beneficiary.


 


(17) Insert description of supported obligations and
name of agreement to which it relates, if any.


 


(18) Insert last
date upon which drafts may be presented.


 

















 


EXHIBIT O-1


 


FORM OF
OPINION OF SIMPSON THACHER & BARTLETT LLP


 

















 


EXHIBIT O-2


 


FORM OF
OPINION OF TOM RIORDAN


 

















 


EXHIBIT O-3


 


FORM OF
OPINION OF LATHAM & WATKINS LLP


 

















 


EXHIBIT O-4


 


FORM OF
OPINION OF LATHAM & WATKINS LLP


 

















 


EXHIBIT O-5


 


FORM OF
OPINION OF BORDEN LADNER GERVAIS


 

















 


EXHIBIT O-6


 


FORM OF
OPINION OF LATHAM & WATKINS LLP


 

















 


EXHIBIT O-7


 


FORM OF
OPINION OF LEE AND LI


 

















 


EXHIBIT O-8


 


FORM OF
OPINION OF NORTON ROSE MILAN


 

















 


EXHIBIT O-9


 


FORM OF
OPINION OF BURNESS


 

















 


EXHIBIT O-10


 


FORM OF
OPINION OF ARENDT & MEDERNACH


 

















 


EXHIBIT O-11


 


FORM OF
OPINION OF LOCAL COUNSEL


 
















 


EXHIBIT P


 


FORM OF CLOSING CERTIFICATE


 


Reference is made to the Credit Agreement dated as
of July 30, 2004 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among Rockwood Specialties Group, Inc.,
a Delaware corporation, Rockwood Specialties Limited, a company incorporated
under the laws of England and Wales, Rockwood Specialties International, Inc.,
a Delaware corporation, the several lenders from time to time parties thereto,
Credit Suisse First Boston, acting through its Cayman Islands Branch, as
Administrative Agent and UBS Loan Finance LLC and Goldman Sachs Credit Partners
L.P., as Co-Syndication Agents.  Terms
used but not defined herein shall have the meanings given to such terms in the
Credit Agreement.


 


1.             The
undersigned [President or Vice President] of [                        ]
(the “Certifying Credit Party”) hereby certifies as follows:


 


(a) The representations and warranties
made by the Certifying Credit Party(19) in Sections 8.1(a), 8.2 and 8.3 of
the Credit Agreement, in each case as they relate to the Credit Parties on the
date hereof, are true and correct in all material respects on and as of the
date hereof; and


 


(b) [                             ] is the duly
elected and qualified [Assistant] Secretary of the Certifying Credit Party and
the signature set forth on the signature line for such officer below is such
officer’s true and genuine signature, and such officer is duly authorized to
execute and deliver on behalf of the Certifying Credit Party each Credit
Document to which it is a party and any certificate or other document to be
delivered by the Certifying Credit Party pursuant to such Credit Documents; and


 


2.             The
undersigned [Assistant] Secretary of the Certifying Credit Party hereby
certifies as follows:


 


(a) There are no liquidation or dissolution
proceedings pending or to my knowledge threatened against the Certifying Credit
Party, nor to my knowledge has any other event occurred affecting or
threatening the corporate existence of the Certifying Credit Party;


 


(b) The Certifying Credit Party is a
[corporation][limited liability company] duly organized, validly existing and
in good standing under the laws of [jurisdiction];


 


(c) Attached hereto as Exhibit A is a
complete and correct copy of resolutions duly adopted by the Board of Directors
(or a duly authorized committee thereof) of the Certifying


 






(19) Only applicable for Rockwood Specialties
Group, Inc., Rockwood Specialties Limited and Rockwood Specialties
International, Inc.


 

















 


Credit Party on
                  ,
2004 authorizing [(a)] the execution, delivery and performance of the Credit
Documents (and any agreements relating thereto) to which it is a party [and (b) the
extensions of credit contemplated by the Credit Agreement](20); such
resolutions have not in any way been amended, modified, revoked or rescinded
and have been in full force and effect since their adoption to and including
the date hereof and are now in full force and effect; and such resolutions are
the only corporate proceedings of the Certifying Credit Party now in force
relating to or affecting the matters referred to therein;


 


(d) Attached hereto as Exhibit B is a true
and complete copy of the certificate of [incorporation][formation] of the
Certifying Credit Party as in effect at all times since [              ], to and including the date
hereof, certified by the [Secretary of State of the State of Delaware or
appropriate Governmental Authority in the jurisdiction] as of a recent date;


 


(e) Attached hereto as Exhibit C is a true
and complete copy of the [by-laws][limited liability company agreement] of the
Certifying Credit Party as in effect at all times since [         ], to and including the date hereof;
and


 


(f) The following persons are now duly elected
and qualified officers of the Certifying Credit Party holding the offices
indicated next to their respective names below, and such officers have held
such offices with the Certifying Credit Party at all times since the date
appearing opposite their respective names below, to and including the date
hereof, and the signatures appearing opposite their respective names below are
the true and genuine signatures of such officers, and each of such officers is
duly authorized to execute and deliver on behalf of the Certifying Credit Party
each Credit Document to which it is a party and any certificate or other
document to be delivered by the Certifying Credit Party pursuant to such Credit
Documents:


 


	
  Name

  	
   

  	
  Office

  	
   

  	
  Date

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [                ]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Assistant] Secretary

  	
   

  	
   

  	
   

  	
   

  



 


 


IN WITNESS WHEREOF, the undersigned have hereto set
our names as of [     ], 2004.


 


	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:
  [                      ]

  	
   

  	
  Title: [Assistant] Secretary

  



 






(20) To be included for Rockwood Specialties
Group, Inc. and Rockwood Specialties Limited only.


 

















 


EXHIBIT Q


 


FORM OF
ASSIGNMENT AND ACCEPTANCE


 


This Assignment and Acceptance (the “Assignment
and Acceptance”) is dated as of the Effective Date (as defined below) and
is entered into by and between the Assignor (as defined below) and the Assignee
(as defined below).  Capitalized terms
used in this Assignment and Acceptance and not otherwise defined herein shall
have the meanings specified in the Credit Agreement dated as of July 30,
2004 (as amended, supplemented or otherwise 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” and,
together with the US Borrower, the “Borrowers”), Rockwood Specialties
International, Inc., a Delaware corporation, the several lenders from time
to time parties thereto (each a “Lender” and, collectively, the “Lenders”),
Credit Suisse First Boston, acting through its Cayman Islands Branch, as
Administrative Agent and UBS Securities LLC and Goldman Sachs Credit Partners
L.P., as Co-Syndication Agents.  The
Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby
agreed to and incorporated herein by reference and made a part of this
Assignment and Acceptance as if set forth herein in full.


 


For an agreed consideration, the Assignor hereby
irrevocably sells and assigns to the Assignee, and the Assignee hereby
irrevocably purchases and assumes from the Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by the Administrative Agent as contemplated
below (i) all the Assignor’s rights and obligations in its capacity as a
Lender under the Credit Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of the Credit Facility identified below and (ii) to
the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of the Assignor (in its capacity as a
Lender) against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law
or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant
to clauses (i) and (ii) above being referred to herein collectively
as the “Assigned Interest”).  Such
sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment and Acceptance, without representation or
warranty by the Assignor.


 


1.             Assignor (the “Assignor”):


 

















 


2.             Assignee (the “Assignee”):


 


3.             Assigned
Interest:


 


	
  Credit Facility

  	
   

  	
  Total Commitment of

  all Lenders

  	
   

  	
  Amount of Credit

  Facility Assigned

  	
   

  	
  Percentage Assigned of

  Total Commitment of

  all Lenders (Set forth,

  to at least 9 decimals,

  as a percentage of the

  Total Commitment of

  all Lenders)

  	
   

  
	
  Revolving Credit
  Commitment

  	
   

  	
  $

  	
  250,000,000.00

  	
   

  	
   

  	
   

  	
  [0.000000000%]

  	
   

  
	
  Tranche A Term Loan
  Commitment

  	
   

  	
  €

  	
  209,538,177.86

  	
   

  	
   

  	
   

  	
  [0.000000000%]

  	
   

  
	
  Tranche B Term Loan
  Commitment

  	
   

  	
  $

  	
  985,000,000.00

  	
   

  	
   

  	
   

  	
  [0.000000000%]

  	
   

  
	
  Tranche C Term Loan
  Commitment

  	
   

  	
  €

  	
  222,110,486.53

  	
   

  	
   

  	
   

  	
  [0.000000000%]

  	
   

  



 


4.             Effective
Date of Assignment (the “Effective Date”):                    ,
20  (21).


 


 


The terms set forth in this Assignment and
Acceptance are hereby agreed to:


 


	
   

  	
  [NAME OF ASSIGNOR], as Assignor,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF ASSIGNEE], as Assignee,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:  

  



 






(21) To be inserted by
Administrative Agent and which shall be the effective date of recordation of
transfer in the Register therefor.


 

















 


	
  [Consented to and](22) Accepted:

  
 CREDIT SUISSE FIRST BOSTON, acting
  through its Cayman Islands Branch, as Administrative Agent,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:  

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:  

  	
   

  



 






(22) See Section 14.6
of Credit Agreement.


 

















 


	
  [Consented to:



  ROCKWOOD SPECIALTIES GROUP, INC.,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:                                           
  ](23)

  	
   

  



 






(23) See Section 14.6
of Credit Agreement.


 

















 


ANNEX 1


 


STANDARD
TERMS AND CONDITIONS FOR


ASSIGNMENT
AND ACCEPTANCE


 


1.  Representations
and Warranties and Agreements.


 


1.1  Assignor.  The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Acceptance and to
consummate the transactions contemplated hereby and (b) assumes no
responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or any other
Credit Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Documents or any collateral
thereunder, (iii) the financial condition of the Borrowers, Holdings, any
of their respective Subsidiaries or Affiliates or any other Person obligated in
respect of any Credit Document or (iv) the performance or observance by
any of the Borrowers, Holdings, any of their respective Subsidiaries or
Affiliates or any other Person obligated in respect of any Credit Document of
any of their respective obligations under any Credit Document.


 


1.2.  Assignee.  The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Acceptance and to consummate the
transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it satisfies the requirements, if any, specified in the
Credit Agreement that are required to be satisfied by it in order to acquire
the Assigned Interest and become a Lender thereunder, (iii) from and after
the Effective Date, it shall be a party to the Credit Agreement and, to the
extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender under the Credit Agreement, and (iv) it has
received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 9.1 of the
Credit Agreement, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent, any other Agent, or any other Lender and (b) agrees
that (i) it will, independently and without reliance on the Administrative
Agent, any other Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Documents, and (ii) it will perform in accordance with their terms all of
the obligations which by the terms of the Credit Documents are required to be
performed by it as a Lender, including, if it is a Non-U.S. Lender, its
obligations pursuant to Section 5.4 of the Credit Agreement.


 

















 


2.  Payments.  From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for
amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts which have accrued from and after the Effective Date.


 


3.  General
Provisions.


 


3.1  In
accordance with Section 14.6 of the Credit Agreement, upon execution,
delivery, acceptance and recording of this Assignment and Acceptance, from and
after the Effective Date, (a) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Lender under the Credit Agreement with a
Commitment as set forth herein and (b) the Assignor shall, to the extent
of the Assigned Interest assigned pursuant to this Assignment and Acceptance,
be released from its obligations under the Credit Agreement (and, in the case
of this Assignment and Acceptance covers all of the Assignor’s rights and obligations
under the Credit Agreement, the Assignor shall cease to be a party to the
Credit Agreement but shall continue to be entitled to the benefits of Sections
2.10, 2.11, 3.5, 5.4 and 14.5 thereof).


 


3.2  This
Assignment and Acceptance shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.  This Assignment and Acceptance may be
executed by one or more of the parties to this Assignment and Acceptance on any
number of separate counterparts (including by facsimile or other electronic
transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. 
This Assignment and Acceptance and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by and
interpreted under the law of the state of New York.


 
















 


EXHIBIT R-1


 


FORM OF PROMISSORY NOTE (TRANCHE A-1 TERM
LOANS)


 


	
   

  	
   

  	
  New York

  
	
  €

  	
   

  	
  [           ],
  20[  ]

  



 


FOR VALUE RECEIVED, the undersigned, ROCKWOOD
SPECIALTIES GROUP, INC., a Delaware corporation (the “US Borrower”),
hereby unconditionally promises to pay to the order of [Lender] or its
registered assigns (the “Lender”), at the Administrative Agent’s Office
or such other place as Credit Suisse First Boston, acting through its Cayman
Islands Branch (the “Administrative Agent”), shall have
specified, in Euro and in immediately available funds, in accordance with
Section 2.5 of the Credit Agreement (as defined below) on the Tranche A-1 Term
Loan Maturity Date (capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement), the
principal amount of [                      
] Euro (€[      ]) or, if less,
the aggregate unpaid principal amount of all Tranche A-1 Term Loans, if any,
made by the Lender to the US Borrower pursuant to the Credit Agreement.  The US Borrower further unconditionally
promises to pay interest in like money at such office on the unpaid principal
amount hereof from time to time outstanding at the rates per annum and on the
dates specified in Section 2.8 of the Credit Agreement.


 


This Promissory Note is one of the promissory notes
referred to in Section 14.6 of the Credit Agreement dated as of July 30, 2004
(as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the US Borrower, Rockwood Specialties Limited (the “UK
Borrower”), Rockwood Specialties International, Inc., the several lenders
from time to time parties thereto, the Administrative Agent and UBS Securities
LLC and Goldman Sachs Credit Partners L.P., as Co-Syndication Agents.  This Promissory Note is subject to, and the
Lender is entitled to the benefits of, the provisions of the Credit Agreement,
and the Tranche A-1 Term Loans evidenced hereby are guaranteed and secured as
provided therein and in the other Credit Documents.  The Tranche A-1 Term Loans evidenced hereby
are subject to prepayment prior to the Tranche A-1 Term Loan Maturity Date, in
whole or in part, as provided in the Credit Agreement.


 


All parties now and hereafter liable with respect to
this Promissory Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive diligence, presentment, demand, protest and notice of
any kind whatsoever in connection with this Promissory Note.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or the Lender, any right,
remedy, power or privilege hereunder or under the Credit Documents shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder or thereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege.  A waiver by the
Administrative Agent or the Lender of any right, remedy, power or privilege
hereunder or under any Credit Document on any one occasion shall not be
construed as a bar to any right or remedy that the Administrative Agent or the
Lender would otherwise have on any future occasion.  The rights, remedies, powers and


 

















 


privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any rights, remedies,
powers and privileges provided by law.


 


All payments in respect of the principal of and
interest on this Promissory Note shall be made to the Person recorded in the
Register as the holder of this Promissory Note, as described more fully in
Section 14.6(b) of the Credit Agreement, and such Person shall be treated
as the Lender hereunder for all purposes of the Credit Agreement.


 


THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


	
   

  	
  ROCKWOOD SPECIALTIES GROUP, INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT R-2


 


FORM OF PROMISSORY NOTE (TRANCHE A-2 TERM
LOANS)


 


	
   

  	
   

  	
  New York

  
	
  €

  	
   

  	
  [           ],
  20[  ]

  



 


FOR VALUE RECEIVED, the undersigned, ROCKWOOD
SPECIALTIES LIMITED, a company incorporated under the laws of England and Wales
(the “UK Borrower”), hereby unconditionally promises to pay to the order
of [Lender] or its registered assigns (the “Lender”), at the
Administrative Agent’s Office or such other place as Credit Suisse First
Boston, acting through its Cayman Islands Branch (the “Administrative Agent”),
shall have specified, in Euro and in immediately available funds, in accordance
with Section 2.5 of the Credit Agreement (as defined below) on the Tranche A-2
Term Loan Maturity Date (capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement),
the principal amount of [                      
] Euro (€[      ]) or, if less,
the aggregate unpaid principal amount of all Tranche A-2 Term Loans, if any,
made by the Lender to the UK Borrower pursuant to the Credit Agreement.  The UK Borrower further unconditionally promises
to pay interest in like money at such office on the unpaid principal amount
hereof from time to time outstanding at the rates per annum and on the dates
specified in Section 2.8 of the Credit Agreement.


 


This Promissory Note is one of the promissory notes
referred to in Section 14.6 of the Credit Agreement dated as of July 30, 2004
(as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Rockwood Specialties Group, Inc., (the “US Borrower”),
the UK Borrower, Rockwood Specialties International, Inc., the several lenders
from time to time parties thereto, the Administrative Agent and UBS Securities
LLC and Goldman Sachs Credit Partners L.P., as Co-Syndication Agents.  This Promissory Note is subject to, and the Lender
is entitled to the benefits of, the provisions of the Credit Agreement, and the
Tranche A-2 Term Loans evidenced hereby are guaranteed and secured as provided
therein and in the other Credit Documents. 
The Tranche A-2 Term Loans evidenced hereby are subject to prepayment
prior to the Tranche A-2 Term Loan Maturity Date, in whole or in part, as
provided in the Credit Agreement.


 


All parties now and hereafter liable with respect to
this Promissory Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive diligence, presentment, demand, protest and notice of
any kind whatsoever in connection with this Promissory Note.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or the Lender, any right,
remedy, power or privilege hereunder or under the Credit Documents shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder or thereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege.  A waiver by the
Administrative Agent or the Lender of any right, remedy, power or privilege
hereunder or under any Credit Document on any one occasion shall not be
construed as a bar to any right or remedy that the Administrative Agent 


 

















 


or the Lender would otherwise have on any future
occasion.  The rights, remedies, powers
and privileges herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights, remedies, powers and
privileges provided by law.


 


All payments in respect of the principal of and
interest on this Promissory Note shall be made to the Person recorded in the
Register as the holder of this Promissory Note, as described more fully in
Section 14.6(b) of the Credit Agreement, and such Person shall be treated
as the Lender hereunder for all purposes of the Credit Agreement.


 


THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


	
   

  	
  ROCKWOOD SPECIALTIES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT R-3


 


FORM OF PROMISSORY NOTE (TRANCHE B TERM
LOANS)


 


	
   

  	
   

  	
  New York

  
	
  $

  	
   

  	
  [           ],
  20[  ]

  



 


FOR VALUE RECEIVED, the undersigned, ROCKWOOD
SPECIALTIES GROUP, INC., a Delaware corporation (the “US Borrower”),
hereby unconditionally promises to pay to the order of [Lender] or its
registered assigns (the “Lender”), at the Administrative Agent’s Office
or such other place as Credit Suisse First Boston, acting through its Cayman
Islands Branch (the “Administrative Agent”), shall have
specified, in Dollars and in immediately available funds, in accordance
with Section 2.5 of the Credit Agreement (as defined below) on the Tranche B
Term Loan Maturity Date (capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement),
the principal amount of [           ]
Dollars ($[        ]) or, if less, the
aggregate unpaid principal amount of all Tranche B Term Loans, if any, made by
the Lender to the US Borrower pursuant to the Credit Agreement.  The US Borrower further unconditionally
promises to pay interest in like money at such office on the unpaid principal
amount hereof from time to time outstanding at the rates per annum and on the
dates specified in Section 2.8 of the Credit Agreement.


 


This Promissory Note is one of the promissory notes
referred to in Section 14.6 of the Credit Agreement dated as of July 30, 2004
(as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the US Borrower, Rockwood Specialties Limited (the “UK
Borrower”), Rockwood Specialties International, Inc., the several lenders
from time to time parties thereto, the Administrative Agent and UBS Securities
LLC and Goldman Sachs Credit Partners L.P., as Co-Syndication Agents.  This Promissory Note is subject to, and the
Lender is entitled to the benefits of, the provisions of the Credit Agreement,
and the Tranche B Term Loans evidenced hereby are guaranteed and secured as
provided therein and in the other Credit Documents.  The Tranche B Term Loans evidenced hereby are
subject to prepayment prior to the Tranche B Term Loan Maturity Date, in whole
or in part, as provided in the Credit Agreement.


 


All parties now and hereafter liable with respect to
this Promissory Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive diligence, presentment, demand, protest and notice of
any kind whatsoever in connection with this Promissory Note.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or the Lender, any right,
remedy, power or privilege hereunder or under the Credit Documents shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder or thereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege.  A waiver by the Administrative
Agent or the Lender of any right, remedy, power or privilege hereunder or under
any Credit Document on any one occasion shall not be construed as a bar to any
right or remedy that the Administrative Agent or the Lender would otherwise
have on any future occasion.  The rights,
remedies, powers and


 

















 


privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any rights, remedies,
powers and privileges provided by law.


 


All payments in respect of the principal of and
interest on this Promissory Note shall be made to the Person recorded in the
Register as the holder of this Promissory Note, as described more fully in
Section 14.6(b) of the Credit Agreement, and such Person shall be treated
as the Lender hereunder for all purposes of the Credit Agreement.


 


THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


	
   

  	
  ROCKWOOD SPECIALTIES GROUP, INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT R-4


 


FORM OF PROMISSORY NOTE (TRANCHE C TERM
LOANS)


 


	
   

  	
   

  	
  [London]

  
	
  €

  	
   

  	
  [           ],
  20[  ]

  



 


FOR VALUE RECEIVED, the undersigned, ROCKWOOD
SPECIALTIES GROUP, INC., a Delaware corporation (the “US Borrower”),
hereby unconditionally promises to pay to the order of [Lender] or its
registered assigns (the “Lender”), at the Administrative Agent’s Office
or such other place as Credit Suisse First Boston, acting through its Cayman
Islands Branch (the “Administrative Agent”), shall have
specified, in Euro and in immediately available funds, in accordance with
Section 2.5 of the Credit Agreement (as defined below) on the Tranche C Term
Loan Maturity Date (capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement), the
principal amount of [                ]
Euro (€[        ]) or, if less, the
aggregate unpaid principal amount of all Tranche C Term Loans, if any, made by
the Lender to the US Borrower pursuant to the Credit Agreement.  The US Borrower further unconditionally
promises to pay interest in like money at such office on the unpaid principal
amount hereof from time to time outstanding at the rates per annum and on the
dates specified in Section 2.8 of the Credit Agreement.


 


This Promissory Note is one of the promissory notes
referred to in Section 14.6 of the Credit Agreement dated as of July 30, 2004
(as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the US Borrower, Rockwood Specialties Limited, (the “UK
Borrower”), Rockwood Specialties International, Inc., the several lenders
from time to time parties thereto, the Administrative Agent and UBS Securities
LLC and Goldman Sachs Credit Partners L.P., as Co-Syndication Agents.  This Promissory Note is subject to, and the
Lender is entitled to the benefits of, the provisions of the Credit Agreement,
and the Tranche C Term Loans evidenced hereby are guaranteed and secured as
provided therein and in the other Credit Documents.  The Tranche C Term Loans evidenced hereby are
subject to prepayment prior to the Tranche C Term Loan Maturity Date, in whole
or in part, as provided in the Credit Agreement.


 


All parties now and hereafter liable with respect to
this Promissory Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive diligence, presentment, demand, protest and notice of
any kind whatsoever in connection with this Promissory Note.  No failure to exercise and no delay in exercising,
on the part of the Administrative Agent or the Lender, any right, remedy, power
or privilege hereunder or under the Credit Documents shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder or thereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.  A waiver by the Administrative Agent or the
Lender of any right, remedy, power or privilege hereunder or under any Credit
Document on any one occasion shall not be construed as a bar to any right or
remedy that the Administrative Agent or the Lender would otherwise have on any
future occasion.  The rights, remedies,
powers and


 

















 


privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any rights, remedies,
powers and privileges provided by law.


 


All payments in respect of the principal of and
interest on this Promissory Note shall be made to the Person recorded in the Register
as the holder of this Promissory Note, as described more fully in
Section 14.6(b) of the Credit Agreement, and such Person shall be treated
as the Lender hereunder for all purposes of the Credit Agreement.


 


THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


	
   

  	
  ROCKWOOD SPECIALTIES GROUP, INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT R-5


 


FORM OF PROMISSORY NOTE (REVOLVING CREDIT AND
SWINGLINE LOANS)


 


	
   

  	
   

  	
  [London][New York]

  
	
  [$][€]

  	
   

  	
  [           ],
  20[  ]

  



 


FOR VALUE RECEIVED, the undersigned, [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”)], hereby unconditionally promises to pay
to the order of [Lender] or its registered assigns (the “Lender”), at
the Administrative Agent’s Office or such other place as CREDIT SUISSE FIRST
BOSTON, acting through its Cayman Islands Branch (the “Administrative Agent”),
shall have specified, in [Dollars][Euro] and in immediately available
funds, in accordance with Section 2.5 of the Credit Agreement (as defined
below) on the [Revolving Credit Maturity Date][Swingline Maturity Date]
(capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement), the principal amount
of [      ] [Dollars][Euro] ([$][€][             ]) or, if less, the aggregate
unpaid principal amount of all [Revolving Credit Loans][Swingline Loans], if
any, made by the Lender to the [US Borrower][UK Borrower] pursuant to the
Credit Agreement.  The [US Borrower][UK
Borrower] further unconditionally promises to pay interest in like money at
such office on the unpaid principal amount hereof from time to time outstanding
at the rates per annum and on the dates specified in Section 2.8 of the Credit
Agreement.


 


This Promissory Note is one of the promissory notes
referred to in Section 14.6 of the Credit Agreement dated as of July 30, 2004
(as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among [Rockwood Specialties Group, Inc.], [Rockwood
Specialties Limited], Rockwood Specialties International, Inc., the several
lenders from time to time parties thereto, the Administrative Agent and UBS
Securities LLC and Goldman Sachs Credit Partners L.P., as Co-Syndication
Agents.  This Promissory Note is subject
to, and the Lender is entitled to the benefits of, the provisions of the Credit
Agreement, and the [Revolving Credit Loans][Swingline Loans] evidenced hereby
are guaranteed and secured as provided therein and in the other Credit
Documents.  The [Revolving Credit
Loans][Swingline Loans] evidenced hereby are subject to prepayment prior to the
[Revolving Credit Maturity Date][Swingline Maturity Date], in whole or in part,
as provided in the Credit Agreement.


 


All parties now and hereafter liable with respect to
this Promissory Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive diligence, presentment, demand, protest and notice of
any kind whatsoever in connection with this Promissory Note.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or the Lender, any right,
remedy, power or privilege hereunder or under the Credit Documents shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder or thereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege.  A waiver by the
Administrative Agent or the


 

















 


Lender of any right, remedy, power or privilege
hereunder or under any Credit Document on any one occasion shall not be
construed as a bar to any right or remedy that the Administrative Agent or the
Lender would otherwise have on any future occasion.  The rights, remedies, powers and privileges
herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any rights, remedies, powers and privileges provided by law.


 


All payments in respect of the principal of and
interest on this Promissory Note shall be made to the Person recorded in the
Register as the holder of this Promissory Note, as described more fully in
Section 14.6(b) of the Credit Agreement, and such Person shall be treated
as the Lender hereunder for all purposes of the Credit Agreement.


 


THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


	
   

  	
  [ROCKWOOD SPECIALTIES GROUP, INC.][ROCKWOOD
  SPECIALTIES LIMITED],

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 






 












 


EXHIBIT R-6


 


FORM OF PROMISSORY NOTE (TRANCHE H TERM
LOANS)


 


	
   

  	
   

  	
  New York

  
	
  $

  	
   

  	
  [           ],
  20[  ]

  



 


FOR VALUE RECEIVED, the undersigned, ROCKWOOD
SPECIALTIES GROUP, INC., a Delaware corporation (the “US Borrower”),
hereby unconditionally promises to pay to the order of [Lender] or its
registered assigns (the “Lender”), at the Administrative Agent’s Office
or such other place as Credit Suisse (the “Administrative Agent”), shall
have specified, in Dollars and in immediately available funds, in
accordance with Section 2.5 of the Credit Agreement (as defined below) on
the Tranche H Term Loan Maturity Date (capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit
Agreement), the principal amount of [           ] Dollars ($[        ]) or, if less, the aggregate unpaid
principal amount of all Tranche H Term Loans, if any, made by the Lender to the
US Borrower pursuant to the Credit Agreement. 
The US Borrower further unconditionally promises to pay interest in like
money at such office on the unpaid principal amount hereof from time to time
outstanding at the rates per annum and on the dates specified in Section 2.8
of the Credit Agreement.


 


This Promissory Note is one of the promissory notes
referred to in Section 14.6 of the Amended and Restated Credit Agreement,
dated as of June 12, 2009 (the “Amended and Restated Credit Agreement”),
which amends and restates in its entirety that certain Credit Agreement, dated
as of July 30, 2004 (the “Existing Credit Agreement” and together
with the Amended and Restated Credit Agreement and as otherwise amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the US Borrower, Rockwood Specialties Limited (the “UK Borrower”),
Rockwood Specialties International, Inc., the several lenders from time to
time parties thereto, the Administrative Agent and UBS Securities LLC and
Goldman Sachs Credit Partners L.P., as Co-Syndication Agents.  This Promissory Note is subject to, and the
Lender is entitled to the benefits of, the provisions of the Credit Agreement,
and the Tranche H Term Loans evidenced hereby are guaranteed and secured as
provided therein and in the other Credit Documents.  The Tranche H Term Loans evidenced hereby are
subject to prepayment prior to the Tranche H Term Loan Maturity Date, in whole
or in part, as provided in the Credit Agreement.


 


All parties now and hereafter liable with respect to
this Promissory Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive diligence, presentment, demand, protest and notice of
any kind whatsoever in connection with this Promissory Note.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or the Lender, any right,
remedy, power or privilege hereunder or under the Credit Documents shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder or thereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege.  A waiver by the
Administrative Agent or the


 

















 


Lender of any right, remedy, power or privilege
hereunder or under any Credit Document on any one occasion shall not be
construed as a bar to any right or remedy that the Administrative Agent or the
Lender would otherwise have on any future occasion.  The rights, remedies, powers and privileges
herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any rights, remedies, powers and privileges provided by law.


 


All payments in respect of the principal of and
interest on this Promissory Note shall be made to the Person recorded in the
Register as the holder of this Promissory Note, as described more fully in
Section 14.6(b) of the Credit Agreement, and such Person shall be
treated as the Lender hereunder for all purposes of the Credit Agreement.


 


THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


	
   

  	
  ROCKWOOD SPECIALTIES GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT R-
7


 


FORM OF PROMISSORY NOTE (TRANCHE I TERM
LOANS)


 


	
   

  	
   

  	
  New York

  
	
  $

  	
   

  	
  [           ],
  20[  ]

  



 


FOR VALUE RECEIVED, the undersigned, ROCKWOOD
SPECIALTIES GROUP, INC., a Delaware corporation (the “US Borrower”),
hereby unconditionally promises to pay to the order of [Lender] or its
registered assigns (the “Lender”), at the Administrative Agent’s Office
or such other place as Credit Suisse acting through its Cayman Islands Branch
(the “Administrative Agent”), shall have specified, in Euro and in
immediately available funds, in accordance with Section 2.5 of the Credit
Agreement (as defined below) on the Tranche I Term Loan Maturity Date
(capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement), the principal amount
of [           ] Euro (€ [        ]) or, if less, the aggregate unpaid
principal amount of all Tranche I Term Loans, if any, made by the Lender to the
US Borrower pursuant to the Credit Agreement. 
The US Borrower further unconditionally promises to pay interest in like
money at such office on the unpaid principal amount hereof from time to time
outstanding at the rates per annum and on the dates specified in Section 2.8
of the Credit Agreement.


 


This Promissory Note is one of the promissory notes
referred to in Section 14.6 of the Amended and Restated Credit Agreement,
dated as of June 12, 2009 (the “Amended and Restated Credit Agreement”)
which amends and restates in its entirety that certain Credit Agreement, dated
as of July 30, 2004 (the “Existing Credit Agreement” and together
with the Amended and Restated Credit Agreement and as otherwise amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the US Borrower, Rockwood Specialties Limited (the “UK Borrower”),
Rockwood Specialties International, Inc., the several lenders from time to
time parties thereto, the Administrative Agent and UBS Securities LLC and Goldman
Sachs Credit Partners L.P., as Co-Syndication Agents.  This Promissory Note is subject to, and the
Lender is entitled to the benefits of, the provisions of the Credit Agreement,
and the Tranche I Term Loans evidenced hereby are guaranteed and secured as
provided therein and in the other Credit Documents.  The Tranche I Term Loans evidenced hereby are
subject to prepayment prior to the Tranche I Term Loan Maturity Date, in whole
or in part, as provided in the Credit Agreement.


 


All parties now and hereafter liable with respect to
this Promissory Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive diligence, presentment, demand, protest and notice of
any kind whatsoever in connection with this Promissory Note.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or the Lender, any right,
remedy, power or privilege hereunder or under the Credit Documents shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder or thereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege.  A waiver by the
Administrative Agent or the


 

















 


Lender of any right, remedy, power or privilege
hereunder or under any Credit Document on any one occasion shall not be
construed as a bar to any right or remedy that the Administrative Agent or the
Lender would otherwise have on any future occasion.  The rights, remedies, powers and privileges
herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any rights, remedies, powers and privileges provided by law.


 


All payments in respect of the principal of and
interest on this Promissory Note shall be made to the Person recorded in the
Register as the holder of this Promissory Note, as described more fully in
Section 14.6(b) of the Credit Agreement, and such Person shall be
treated as the Lender hereunder for all purposes of the Credit Agreement.


 


THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


	
   

  	
  ROCKWOOD SPECIALTIES GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT R-8


 


FORM OF PROMISSORY NOTE (EXTENDED
REVOLVING CREDIT AND SWINGLINE LOANS)


 


	
   

  	
   

  	
  [London][New York]

  
	
  [$][€]

  	
   

  	
  [           ],
  20[  ]

  



 


FOR VALUE RECEIVED, the undersigned, [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”)], hereby unconditionally promises to pay
to the order of [Lender] or its registered assigns (the “Lender”), at
the Administrative Agent’s Office or such other place as CREDIT SUISSE (the “Administrative
Agent”), shall have specified, in [Dollars][Euro] and in immediately
available funds, in accordance with Section 2.5 of the Credit Agreement
(as defined below) on the [Extended Revolving Credit Maturity Date][Swingline
Maturity Date] (capitalized terms used and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement), the
principal amount of [      ]
[Dollars][Euro] ([$][€][             ])
or, if less, the aggregate unpaid principal amount of all [Extended Revolving
Credit Loans][Swingline Loans], if any, made by the Lender to the [US
Borrower][UK Borrower] pursuant to the Credit Agreement.  The [US Borrower][UK Borrower] further
unconditionally promises to pay interest in like money at such office on the
unpaid principal amount hereof from time to time outstanding at the rates per
annum and on the dates specified in Section 2.8 of the Credit Agreement.


 


This Promissory Note is one of the promissory notes
referred to in Section 14.6 of the Amended and Restated Credit Agreement,
dated as of June 12, 2009 (the “Amended and Restated Credit Agreement”),
which amends and restates in its entirety that certain Credit Agreement, dated
as of July 30, 2004 (the “Existing Credit Agreement” and together
with the Amended and Restated Credit Agreement and as otherwise amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among
[Rockwood Specialties Group, Inc.], [Rockwood Specialties Limited],
Rockwood Specialties International, Inc., the several lenders from time to
time parties thereto, the Administrative Agent and UBS Securities LLC and
Goldman Sachs Credit Partners L.P., as Co-Syndication Agents.  This Promissory Note is subject to, and the
Lender is entitled to the benefits of, the provisions of the Credit Agreement,
and the [Extended Revolving Credit Loans][Swingline Loans] evidenced hereby are
guaranteed and secured as provided therein and in the other Credit
Documents.  The [Extended Revolving
Credit Loans][Swingline Loans] evidenced hereby are subject to prepayment prior
to the [Extended Revolving Credit Maturity Date][Swingline Maturity Date], in
whole or in part, as provided in the Credit Agreement.


 


All parties now and hereafter liable with respect to
this Promissory Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive diligence, presentment, demand, protest and notice of
any kind whatsoever in connection with this Promissory Note.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or the Lender, any right,
remedy, power or privilege hereunder or under the Credit Documents shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder or thereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege.  A waiver by the
Administrative Agent or the


 

















 


Lender of any right, remedy, power or privilege
hereunder or under any Credit Document on any one occasion shall not be
construed as a bar to any right or remedy that the Administrative Agent or the
Lender would otherwise have on any future occasion.  The rights, remedies, powers and privileges
herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any rights, remedies, powers and privileges provided by law.


 


All payments in respect of the principal of and
interest on this Promissory Note shall be made to the Person recorded in the
Register as the holder of this Promissory Note, as described more fully in
Section 14.6(b) of the Credit Agreement, and such Person shall be
treated as the Lender hereunder for all purposes of the Credit Agreement.


 


THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


	
   

  	
  [ROCKWOOD SPECIALTIES GROUP, INC.][ROCKWOOD
  SPECIALTIES LIMITED],

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT S


 


FORM OF CONFIDENTIALITY AGREEMENT


 


	
  Memorandum To:

  	
   

  	
  [Insert Name and Address of the Prospective
  Lender/Counterparty to Swap Agreement to be entered into in connection with
  Loans]

  
	
  Date:

  	
   

  	
  [          ]

  
	
   

  	
   

  	
   

  
	
  Subject:

  	
   

  	
  Confidentiality Agreement for the Credit Agreement
  (as defined below).

  



 


In connection with your interest in becoming a
[Lender][counterparty to a swap agreement to be entered into in connection with
Loans (a “Counterparty”)] under the Credit Agreement dated as of July 30,
2004 (as the same may be amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”; capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in 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” and,
together with the US Borrower, the “Borrowers”), Rockwood Specialties
International, Inc., a Delaware corporation, the several lenders from time
to time parties thereto (the “Lenders”), Credit Suisse First Boston,
acting through its Cayman Islands Branch, as administrative agent (in such
capacity, the “Administrative Agent”) and UBS Securities LLC and Goldman
Sachs Credit Partners, L.P. as co-syndication agents, you will be receiving
certain information that is non-public, confidential or proprietary.  Such information concerning Rockwood
Specialties Group, Inc. and each of its Subsidiaries, Rockwood Specialties
Limited, Rockwood Specialties International, Inc., (each together with its
respective affiliates, the “Companies”), and partnerships controlled by
Kohlberg Kravis Roberts & Co. (“KKR”), including the structure
of the transaction in which KKR is involved or any of the Companies or KKR,
furnished to you by Credit Suisse First Boston, acting through its Cayman
Islands Branch, UBS Securities LLC and Goldman Sachs Credit Partners L.P. or
any of their respective affiliates (collectively, the “Agents”) or
otherwise by or on behalf of the Companies (at any time on, before or after the
date of this Confidentiality Agreement), together with analyses, compilations,
studies or other documents prepared by you or by your affiliates, agents,
representatives (including attorneys, accountants and financial advisors) or
employees that contain or otherwise reflect such information or your review of,
or interest in, the Companies, and any information otherwise concerning the
Credit Agreement, is hereinafter referred to as the “Information”.  In consideration of your receipt of the
Information, you agree that:


 


1.             The
Information shall be kept confidential and shall not, without the prior written
consent of the Administrative Agent and the US Borrower, be reproduced or
disclosed by you or by your affiliates, agents, representatives or employees in
any manner whatsoever, in whole or in part, and shall not be used by you or
your affiliates, agents, representatives or employees, other than in connection
with evaluating whether you wish to become a [Lender under the Credit
Agreement] [Counterparty].  Moreover, you
agree to reveal Information only to your affiliates, agents, representatives
and employees who need to


 

















 


know the Information for the purpose of
evaluating whether you wish to become a [Lender under the Credit
Agreement][Counterparty], who are informed by you of the confidential nature of
the Information and who agree to be bound by the terms and conditions of this
Confidentiality Agreement.  You agree to
take all reasonable measures to restrain your affiliates, agents,
representatives and employees from unauthorized disclosure or use of the
Information.


 


2.             Without
the prior written consent of the Administrative Agent and the US Borrower
except as required by law, you and your affiliates, agents, representatives and
employees shall not disclose to any person or entity (including, specifically,
any representative of the press or media) the fact that the Information has
been made available, that discussions or negotiations are taking place
concerning a possible transaction involving the Credit Agreement, any of the
terms, conditions or other facts with respect to any such possible transaction
(including the status thereof), or that the transaction has been, or is about
to be, consummated.


 


3.             This
Confidentiality Agreement shall be inoperative as to such portions of the
Information (or such of the facts referred to in the preceding paragraph) that
(a) are or become generally available to the public on a non-confidential
basis through no fault of or action by you or your affiliates, agents,
representatives or employees so long as you have determined in good faith that
such portions became generally available from a source (an “Unrestricted
Source”) not prohibited from disclosing such portions by a contractual,
legal or fiduciary obligation to any of the Companies or Agents,
(b) become available to you on a non-confidential basis from a source
other than any of the Companies or Agents or any of their respective
affiliates, agents, representatives or employees, which source is an
Unrestricted Source, or (c) was hereafter independently developed or compiled
by you, as evidenced by your records, without the use of the Information.


 


4.             If
and to the extent that you or anyone to whom you transmit the Information
pursuant to this Confidentiality Agreement (a) becomes legally compelled
to discuss any of the Information or the existence of the transaction pursuant
to a subpoena or other court process or (b) is requested or required to
provide any of the Information or acknowledge the existence of the Information
by an applicable regulatory agency in connection with an examination of your
financial institution by examiners or by your independent auditors,
(i) you shall use your best efforts to provide the Administrative Agent
and the US Borrower with notice of such event promptly upon your obtaining
knowledge thereof so that any one or more of the Administrative Agent and the
US Borrower may seek confidential treatment of such Information, (ii) you
may disclose the portion of the Information that is the subject of such legal
compulsion or request or requirement of such applicable regulatory agency and
(iii) you shall disclose such Information in a manner reasonably designed
to preserve its confidential nature.


 


Notwithstanding anything express or implied to the
contrary herein or by the documents referred to or incorporated by reference
herein, or any other prior or future oral or written statements by any parties
hereto with respect to the transactions contemplated herein or by the other
Credit Documents, and whether or not any of them are legally binding, the


 

















 


obligations of confidentiality contained herein and
therein, as they relate to the transactions contemplated by the Credit
Agreement, shall not apply to the tax structure or tax treatment of such
transactions, and each recipient (and its employees, representatives, or other
agents) may immediately disclose to any and all persons, without limitation of
any kind, the U.S. Federal income tax structure and such recipient’s U.S.
Federal income tax treatment of such transactions and any opinions or other tax
analyses that have been provided by the parties hereto (or any agent thereof)
to the recipient regarding such tax structure or tax treatment.  However, no such recipient shall disclose any
information relating to such tax structure or tax treatment to the extent that
non-disclosure is reasonably necessary to comply with applicable securities
laws.  This paragraph is intended to
cause the transactions contemplated by this Agreement not to be treated as
having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or
any successor provision) of the Treasury Regulations promulgated under Section 6011
of the Internal Revenue Code of 1986, as amended, and shall be construed in a
manner consistent with such purpose.


 


This
Confidentiality Agreement shall be governed by, and construed and interpreted
in accordance with, the law of the State of New York.


 


If you are prepared to accept the Information on
this basis, please sign and return to the Administrative Agent the enclosed
copy of this Confidentiality Agreement. 
In the event that you decide not to provide financing under the Credit
Agreement referenced above or to become a Counterparty, you shall, within two
business days of such decision, re-deliver to the Administrative Agent the Information,
including the material that was furnished to you by or on behalf of any of the
Companies in connection with the Credit Agreement, and represent to the
Administrative Agent and the US Borrower that you have returned all copies of
such material (except that you may destroy, rather than re-deliver, any
analyses, compilations, studies or other documents prepared by you or by your
affiliates, agents, representatives (including attorneys, accountants and
financial advisors) or employees that contain or otherwise reflect any
Information, and represent to the Administrative Agent and the US Borrower that
you have destroyed all copies of such material).  All of your obligations hereafter and all of
our rights and remedies hereunder shall survive any return or destruction of
the Information.


 

















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST BOSTON, acting through its
  Cayman Islands Branch, as Administrative Agent,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACCEPTED:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name of [Lender] [Counterparty])

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 

















 


EXHIBIT T


 


FORM OF POST-CLOSING SCHEDULE


 
















 


EXHIBIT U


 


FORM OF JOINDER


 


JOINDER AGREEMENT, dated as of
[                        ,
20[  ] (this “Agreement”), by and
among [NEW LOAN LENDERS] (each, a “New Loan Lender” and, collectively,
the “New Loan Lenders”), 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”)
and CREDIT SUISSE, as administrative agent (the “Administrative Agent”).


 


RECITALS:


 


WHEREAS, reference is
hereby made to the Amended and Restated Credit Agreement, dated as of June 12,
2009 (the “Amended and Restated Credit Agreement”), which amends and
restates in its entirety that certain Credit Agreement, dated as of July 30,
2004 (the “Existing Credit Agreement” and together with the Amended and
Restated Credit Agreement and as otherwise amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among the US
Borrower, the UK Borrower, Holdings, the lending institutions from time to time
parties thereto (each a “Lender” and, collectively, the “Lenders”),
CREDIT SUISSE, as Administrative Agent and as Collateral Agent and UBS
SECURITIES LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Syndication Agents
(capitalized terms used but not defined herein having the meaning provided in
the Credit Agreement); and


 


WHEREAS, subject to the
terms and conditions of the Credit Agreement, the US Borrower may establish New
Revolving Loan Commitments, New Extended Revolving Loan Commitments, New
Tranche H Term Loan Commitments, New Tranche I Term Loan Commitments,
Incremental Refinancing Term Loan Commitments and/or Incremental Refinancing
Revolving Credit Commitments by, among other things, entering into one or more
Joinder Agreements with New Tranche H Term Loan Lenders, New Tranche I Term
Loan Lenders, New Revolving Loan Lenders, New Extended Revolving Loan Lenders,
Incremental Refinancing Term Loan Lenders, and/or Incremental Refinancing
Revolving Credit Lenders, as applicable;


 


NOW, THEREFORE,
in consideration of the premises and agreements, provisions and covenants
herein contained, the parties hereto agree as follows:


 


Each New Revolving Loan Lender party hereto hereby
agrees to commit to provide its respective New Revolving Loan Commitment, each
New Extended Revolving Loan Lender party hereto hereby agrees to commit to
provide its respective New Extended Revolving Loan Commitment, each New Tranche
H Term Loan Lender party hereto agrees to commit to provide its respective New
Tranche H Term Loan Commitment, each New Tranche I Term Loan Lender party
hereto agrees to commit to provide its respective New Tranche I Term Loan
Commitment, each Incremental Refinancing Term Loan Lender party hereto hereby
agrees to provide its respective Incremental Refinancing Term Loan Commitment
and/or each Incremental Refinancing


 

















 


Revolving Credit Lender party hereto hereby agrees
to commit to provide its respective Incremental Refinancing Revolving Credit
Commitment, as set forth on Schedule A annexed hereto, on the terms and subject
to the conditions set forth below:


 


Each New Revolving Loan Lender, each New Extended
Revolving Loan Lender, each New Tranche H Term Loan Lender, each New Tranche I
Term Loan Lender, each Incremental Refinancing Term Loan Lender and/or each
Incremental Refinancing Revolving Credit Lender (i) confirms that it has
received a copy of the Credit Agreement and the other Credit Documents,
together with copies of the financial statements referred to therein and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Agreement; (ii) agrees
that it will, independently and without reliance upon the Administrative Agent
or any other New Revolving Loan Lender, New Extended Revolving Loan Lender, New
Tranche H Term Loan Lender, New Tranche I Term Loan Lender, Incremental
Refinancing Term Loan Lender, Incremental Refinancing Revolving Credit Lender or
any other Lender or Agent and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement; (iii) appoints
and authorizes the Administrative to take such action as agent on its behalf
and to exercise such powers under the Credit Agreement and the other Credit
Documents as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; and
(iv) agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a New Tranche H Term Loan Lender, New Tranche I Term Loan
Lender, New Revolving Loan Lender, New Extended Revolving Loan Lender,
Incremental Refinancing Term Loan Lender and/or Incremental Refinancing
Revolving Credit Lender as the case may be.


 


Each New Revolving Loan Lender, New Extended
Revolving Loan Lender, New Tranche H Term Loan Lender, New Tranche I Term Loan
Lender, Incremental Refinancing Term Loan Lender and/or Incremental Refinancing
Revolving Credit Lender hereby agrees to make its respective Commitment on the
following terms and conditions:(24)


 


SECTION 24.         Applicable ABR Margin.  The
Applicable ABR Margin for each Series [    ] [New Tranche H
Term Loan / Incremental Refinancing Term Loan] shall mean, as of any date of
determination, [    ]% per annum [plus the pricing
premium, if any, less the pricing reduction, if any].


 


SECTION 25.         Applicable Eurodollar Margin.  The
Applicable Eurodollar Margin for each Series [ 
] [New Tranche H Term Loans / New Tranche I Term Loans / Incremental
Refinancing Term Loans] shall mean, as of any date of determination,
[    ]% per annum [plus the pricing premium, if any,
less the pricing reduction].


 


SECTION 26.         Principal Payments.  The
US Borrower shall make principal payments on the Series
[    ] New Tranche H Term Loans in installments on the
dates and in the amounts set forth below:


 






(24) Insert completed items 1-7 as applicable
with respect to New Tranche H Term Loans, New Tranche I Term Loans and
Incremental Refinancing Term Loans with such modifications as may be agreed to
by the parties hereto to the extent consistent with the Credit Agreement.


 

















 


	
  (A)

  Payment

  Date

  	
   

  	
  (B)

  Scheduled

  Repayment of Series

  [    ] New Tranche H

  Term Loans

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  



 


The US Borrower shall make principal payments on the
Series [    ] New Tranche I Term Loans in installments on
the dates and in the amounts set forth below:


 


	
  (A)

  Payment

  Date

  	
   

  	
  (B)

  Scheduled

  Repayment of Series

  [    ] New Tranche I

  Term Loans

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  



 


The US Borrower shall make principal payments on the
Series [    ]Incremental Refinancing Term Loans in
installments on the dates and in the amounts set forth below:


 

















 


	
  (A)

  Payment

  Date

  	
   

  	
  (B)

  Scheduled

  Repayment of Series

  [    ] Incremental

  Refinancing

  Term Loans

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  



 


SECTION 27.         Voluntary and Mandatory Prepayments. 
Scheduled installments of principal of the Series
[    ] New Tranche H Term Loans, Series
[    ] New Tranche I Term Loans or Series
[    ] Incremental Refinancing Term Loans set forth above
shall be reduced in connection with any voluntary or mandatory prepayments of
the Series [    ] New Tranche H Term Loans, Series
[    ] New Tranche I Term Loans or Series
[    ] Incremental Refinancing Term Loans, as applicable,
in accordance with Sections 5.1 and 5.2 of the Credit Agreement respectively.


 


SECTION 28.         Prepayment Fees.  The
US Borrower agrees to pay to each [New Tranche H Term Loan Lender / New Tranche
I Term Loan Lender / Incremental Refinancing Term Loan Lender] the following
prepayment fees, if any: 
[                                  ].


 


[Insert
other additional prepayment provisions with respect to New Tranche H Term
Loans, New Tranche I Term Loans or Incremental Refinancing Term Loans]


 


SECTION 29.         Other Fees.  The US Borrower agrees to pay
each [New Tranche H Term Loan Lender] [New Tranche I Term Loan Lender] [New
Revolving Loan Lender] [New Extended Revolving Loan Lender] [Incremental
Refinancing Term Loan Lender] [Incremental Refinancing Revolving Credit Lender]
its pro rata share of an aggregate fee equal to
[                          ]
on [                        ,
        ].


 


SECTION 30.         Proposed Borrowing.  This
Agreement represents the US Borrower’s request to borrow Series
[    ] [New Tranche [H] [I] Term Loans / Incremental
Refinancing Term Loans] from the [New Tranche [H] [I] Term Loan Lenders /
Incremental Refinancing Term Loan Lenders] as follows (the “Proposed Borrowing”):


 


21.1.        Business
Day of Proposed Borrowing: 
                          ,


 


21.2.        Amount
of Proposed Borrowing:  $


 


21.3.        Interest
rate option:


a.                                       ABR Loan(s) 


b.                                      Eurodollar Loans 


with an initial Interest 


Period of
         month(s)


 

















 


SECTION 31.         [New Loan Lenders.  Each
New Revolving Loan Lender, New Extended Revolving Loan Lender, New Tranche H
Term Loan Lender, New Tranche I Term Loan Lender, Incremental Refinancing Term
Loan Lender and/or Incremental Refinancing Revolving Credit Lender acknowledges
and agrees that upon its execution of this Agreement and the making of New
Revolving Loans, New Extended Revolving Loans, Series
[      ] New Tranche H Term Loans, Series
[      ] New Tranche I Term Loans, Series
[    ] Incremental Refinancing Term Loans, and/or
Incremental Refinancing Revolving Credit Commitments,  as the case may be, that such New Revolving
Loan Lender, New Extended Revolving Loan Lender, New Tranche H Term Loan
Lender, New Tranche I Term Loan Lender, Incremental Refinancing Term Loan
Lender and/or Incremental Refinancing Revolving Credit Lender shall become a “Lender”
under, and for all purposes of, the Credit Agreement and the other Credit
Documents, and shall be subject to and bound by the terms thereof, and shall
perform all the obligations of and shall have all rights of a Lender
thereunder.](25)


 


SECTION 32.         Credit Agreement Governs  Except as set forth in this Agreement, the New
Revolving Loans, New Extended Revolving Loans, Series
[      ] New Tranche H Term Loans, Series
[      ] New Tranche I Term Loans, Series
[    ] Incremental Refinancing Term Loans and/or
Incremental Refinancing Revolving Credit Commitments shall otherwise be subject
to the provisions of the Credit Agreement and the other Credit Documents.


 


SECTION 33.         Borrower’s Certifications.  By
its execution of this Agreement, the undersigned officer, to the best of his or
her knowledge, and the US Borrower hereby certify that:


 


The representations and warranties contained in the
Credit Agreement and the other Credit Documents are true and correct in all
material respects on and as of the date hereof to the same extent as though
made on and as of the date hereof, except where such representations and
warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all material respects
on and as of such earlier date;


 


No event has occurred and is continuing or would
result from the consummation of the proposed Borrowing contemplated hereby that
would constitute a Default or an Event of Default; and


 


The US Borrower has performed in all material
respects all agreements and satisfied all conditions which the Credit Agreement
provides shall be performed or satisfied by it on or before the date hereof.


 


SECTION 34.         Borrower Covenants.  By
its execution of this Agreement, the US Borrower hereby covenants that:


 


[The US Borrower shall make any payments required
pursuant to Section 2.11 of the Credit Agreement in connection with the New Revolving
Loan Commitments, New 


 






(25) Insert bracketed language if the lending
institution is not already a Lender.


 

















 


Extended
Revolving Loan Commitments and/or the Incremental Refinancing Revolving Credit
Commitment as applicable;](26)


 


The US Borrower shall deliver or cause to be
delivered the following legal opinions and documents: 
[                      ],
together with all other legal opinions and other documents reasonably requested
by Administrative Agent in connection with this Agreement; and


 


Set forth on the attached Officers’ Certificate are
the calculations (in reasonable detail) demonstrating compliance with the
financial tests described in Sections 10.9 and 10.10 of the Credit Agreement.


 


SECTION 35.         Notice.  For purposes of the Credit
Agreement, the initial notice address of each New Revolving Loan Lender, New
Extended Revolving Loan Lender, New Tranche H Term Loan Lender, New Tranche I
Term Loan Lender, Incremental Refinancing Term Loan Lender and/or Incremental
Refinancing Revolving Credit Lender shall be as set forth below its signature
below.


 


SECTION 36.         Non-US Lenders.  For
each New Revolving Loan Lender, New Extended Revolving Loan Lender, New Tranche
H Term Loan Lender, New Tranche I Term Loan Lender, Incremental Refinancing
Term Loan Lender and/or Incremental Refinancing Revolving Credit Lender that is
a Non-US Lender, delivered herewith to the Administrative Agent are such forms,
certificates or other evidence with respect to United States federal income tax
withholding matters as such New Revolving Loan Lender, New Extended Revolving
Loan Lender, New Tranche H Term Loan Lender, New Tranche I Term Loan Lender,
Incremental Refinancing Term Loan Lender and/or Incremental Refinancing
Revolving Credit Lender may be required to deliver to the Administrative Agent
pursuant to subsection 5.4(d) of the Credit Agreement.


 


SECTION 37.         Recordation of the New Loans.  Upon
execution and delivery hereof, the Administrative Agent will record the Series
[      ] New Tranche H Term Loans, Series
[      ] New Tranche I Term Loans, New Revolving
Loans, New Extended Revolving Loans, Series [    ]
Incremental Refinancing Term Loans and/or Incremental Refinancing Revolving
Credit Commitments, as the case may be, made by each New Revolving Loan Lender,
New Extended Revolving Loan Lender, New Tranche H Term Loan Lender, New Tranche
I Term Loan Lender, Incremental Refinancing Term Loan Lender and/or Incremental
Refinancing Revolving Credit Lender in the Register.


 


SECTION 38.         Amendment, Modification and Waiver  This
Agreement may not be amended, modified or waived except by an instrument or
instruments in writing signed and delivered on behalf of each of the parties
hereto.


 






(26)Select this provision in the circumstance where
the Lender is a New Revolving Loan Lender.


 

















 


SECTION 39.         Entire Agreement.  This
Agreement, the Credit Agreement and the other Credit Documents constitute the
entire agreement among the parties with respect to the subject matter hereof
and thereof and supersede all other prior agreements and understandings, both
written and verbal, among the parties or any of them with respect to the
subject matter hereof.


 


SECTION 40.         GOVERNING LAW.  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.


 


SECTION 41.         Severability.  Any term or provision of this
Agreement which is invalid or unenforceable in any jurisdiction shall, as to
that jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other
jurisdiction.  If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as would be enforceable.


 


SECTION 42.         Counterparts.  This Agreement may be executed
in counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same agreement.


 

















 


IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and
deliver this Joinder Agreement as of
[                              ,
          ].


 


	
   

  	
  [NAME OF NEW LOAN LENDER]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
  Attention:

  
	
   

  	
  Telephone:

  
	
   

  	
  Facsimile:

  



 

















 


SCHEDULE A 

TO JOINDER AGREEMENT


 


	
  Name of New Loan

  Lender

  	
   

  	
  Type of Commitment

  	
   

  	
  Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [                    ]

  	
   

  	
  [New Tranche H Term Loan Commitment]

  
 [New Tranche I Term Loan Commitment]

  
 [New Revolving Loan Commitment]

  
 [New Extended Revolving Loan Commitment]

  
 [Incremental Refinancing Term Loan
  Commitment]

  
 [Incremental Refinancing Revolving
  Credit Commitment]

  	
   

  	
  $