Exhibit 10.47





Kohlberg Kravis Roberts &
Co. L.P.


DLJ Merchant Banking III, Inc.


 


May 13, 2005


 


Rockwood Holdings, Inc.


100 Overlook Center


Princeton, NJ 08540


 


Dear Sirs:


 


Reference is made to the letter agreement
(the “ Agreement”) dated July 29, 2004 among Rockwood Holdings, Inc.
(the “Company”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”)
and DLJ Merchant Banking III, Inc. (“DLJ”; together with KKR, the “Sponsors”
and each a “Sponsor”) relating to the Company’s engagement of KKR and
DLJ to provide certain services to the Company and its subsidiaries
(collectively, the “Rockwood Group”).


 


The Rockwood Group has availed itself, during
the term of the Agreement and during the term of the Original Agreement (as
such term is defined in the Agreement), of the Sponsors’ expertise in providing
management, business strategy, consulting and financial services and the
Sponsors have provided such services to the Company in connection with the
Company’s contemplated initial public offering of shares of its common stock.


 


Effective upon the
consummation of the initial public offering (the “IPO Closing Date”) and the
payment of the Termination Fee (as defined below), the Company and the Sponsors
hereby terminate the Agreement (other than paragraphs 3 through 14 thereof
which shall survive such termination) and for consideration of such
termination, the Company hereby agrees to pay (or cause one of its subsidiaries
to pay) to the Sponsors the sum of $10,000,000 in cash (the “Termination Fee”)
on the IPO Closing Date.  The Termination
Fee shall be paid to each Sponsor pro rata based on such Sponsor’s Percentage
Interest (as such term is defined in the Agreement) in the Rockwood Group
immediately prior to the consummation of the initial public offering.  The Termination Fee shall be paid by wire 


 





















 


transfer in same-day funds to the respective
bank accounts designated by the Sponsors, and shall not be refundable under any
circumstances.


 


This agreement shall be
governed by and construed in accordance with the law of the State of New York.


 


Each party hereto represents and warrants that the
execution and delivery of this agreement by such party has been duly authorized
by all necessary action of such party.


 


If any term or provision of this agreement or the application thereof shall, in
any jurisdiction and to any extent, be invalid and unenforceable, such term or
provision shall be ineffective, as to such jurisdiction, solely to the extent
of such invalidity or unenforceability without rendering invalid or unenforceable
any remaining terms or provisions hereof or affecting the validity or
enforceability of such term or provision in any other jurisdiction.  To the extent permitted by applicable law,
the parties hereto waive any provision of law that renders any term or
provision of this agreement invalid or unenforceable in any respect.


 


Each of the Company and each Sponsor waives all right to trial by jury in
any action, proceeding or counterclaim (whether based upon contract, tort or
otherwise) related to or arising out of this agreement.


 


This letter agreement may be executed by one or more
parties hereto on any number of separate counterparts (including by facsimile), and all of
said counterparts taken together will be deemed to constitute one and the same
agreement.


 


[Agreement
continued on next page.]


 


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If the foregoing sets forth the understanding
among us, please so indicate on the enclosed signed copy of this letter in the
space provided therefor and returning it to us, whereupon this letter shall
constitute a binding agreement among us.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KOHLBERG KRAVIS ROBERTS & CO. L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    By: 

  	
  /s/ William J. Janetschek

  	
   

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  DLJ MERCHANT BANKING PARTNERS III,

  L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    By: 

  	
    /s/ Susan C. Schnabel

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED TO AND ACCEPTED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ROCKWOOD HOLDINGS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Thomas J. Riordan

  	
   

  	
   

  
	
   

  	
  Title: Vice President Law & Administration