Exhibit 10.1


 


Execution Copy


 


SECOND AMENDMENT, dated as
of December 10, 2004 (this “Amendment”), to the CREDIT AGREEMENT
dated as of July 30, 2004 (as amended by the First Amendment, dated as of October 8,
2004 and as otherwise amended, supplemented or 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”),
ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation (“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, and GOLDMAN SACHS CREDIT PARTNERS L.P. (“Goldman”)
and UBS SECURITIES LLC (“UBS”), as Co-Syndication Agents.


 


A.  The Borrowers
have requested that the Credit Agreement be amended to, among other things,
provide for new Tranche D Term Loans, the proceeds of which will be used to
repay in full all currently outstanding Tranche B Term Loans.  The Borrowers have appointed Goldman and UBS
to act as exclusive joint lead arrangers and exclusive joint bookrunners for
this Amendment and have agreed that Goldman will have “left” placement in any
and all marketing materials or other documentation used in connection with this
Amendment.


 


B.  Each existing Lender with a Tranche B Term
Loan Commitment or with outstanding Tranche B Term Loans (an “Existing
Tranche B Term Loan Lender”) that executes and delivers a signature page to
this Amendment specifically in the capacity of a “Continuing Lender” (a “Continuing
Lender”) will be deemed upon the Second Amendment Effective Date to have
agreed to the terms of this Amendment and to have made a commitment to make
Tranche D Term Loans in an aggregate principal amount up to, but not in excess
of, the aggregate principal amount of such Existing Tranche B Term Lender’s
outstanding Tranche B Term Loans immediately prior to the Second Amendment
Effective Date (“Existing Tranche B Term Loans”).  Each Existing Tranche B Term Loan Lender that
executes and delivers this Amendment solely in the capacity as an Existing
Tranche B Term Loan Lender and not specifically as a Continuing Lender shall be
deemed to have agreed to this Amendment, but will not be deemed by virtue of
such execution and delivery to have undertaken any commitment to make Tranche D
Term Loans.


 


C.  Each Person (other than a Continuing Lender
in its capacity as such) that agrees to make Tranche D Term Loans (an “Additional
Lender”) will, on the Second Amendment Effective Date, make such Tranche D
Term Loans to the US Borrower in the manner contemplated by Section 3.  The cash proceeds to the US Borrower of any
such Tranche D Term Loans will be used solely to repay in full the outstanding
principal amount of Existing Tranche B Term Loans of Existing Tranche B Term
Loan Lenders (other than any such Existing Tranche B Term Loans refinanced
pursuant to an exchange thereof for Tranche D Term Loans as provided herein)
and to pay fees and expenses in connection with such prepayments and with this
Amendment.


 


D.  The Required Lenders are willing to effect
such amendment (and the other amendments set forth herein), and the Continuing
Lenders and the Additional Lenders are


 





















 


willing
to make Tranche D Term Loans as contemplated hereby, in each case on the terms
and subject to the conditions of this Amendment.


 


E.  Capitalized
terms used but not defined herein shall have the meanings assigned to such
terms in the Credit Agreement, as amended hereby.


 


Accordingly, in
consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:


 


A.            Amendment of the Credit Agreement.  The
Credit Agreement is hereby amended, effective as of the Second Amendment
Effective Date, as follows:


 


1.             Amendment of Section 1.01.  Section 1.01
is hereby revised by


 


a.             inserting the following definitions in the
appropriate alphabetical order therein:


 


“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”.


 


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


 


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


 


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


 


“Required Tranche D
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 D Term Loan Commitments at such date and
(b) the outstanding principal amount of the Tranche D Term Loans
(excluding the Tranche D Term Loans held by Defaulting Lenders) in the
aggregate at such date.


 


“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.


 


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


 


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


 


“Tranche D Term Loan” shall mean
a Loan made to the US Borrower in Dollars on the Second Amendment Effective
Date pursuant to Section 3 of the Second Amendment.  On the Second Amendment Effective Date, the
aggregate principal amount of the Tranche D Term Loans shall be $1,145,000,000.


 


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


 


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


 


“Tranche D 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 D 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.


 


b.             revising the definitions of the terms set
forth below to read as follows:


 


“Applicable ABR Margin” shall mean at
any date, with respect to each ABR Loan that is a Revolving Credit Loan, a
Swingline Loan or a Tranche D Term Loan, the applicable percentage per annum
set forth below based upon the Status in effect on such date:


 


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  Status

  	
   

  	
  Applicable ABR

  Margin Revolving

  Credit Loans and

  Swingline Loans

  	
   

  	
  Applicable ABR

  Margin Tranche

  D Term Loans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level I
  Status

  	
   

  	
  1.25%

  	
   

  	
  1.00%

  	
   

  
	
  Level II
  Status

  	
   

  	
  1.00%

  	
   

  	
  1.00%

  	
   

  
	
  Level III
  Status

  	
   

  	
  0.75%

  	
   

  	
  1.00%

  	
   

  
	
  Level IV
  Status

  	
   

  	
  0.50%

  	
   

  	
  0.75%

  	
   

  






 


Notwithstanding the foregoing, the term “Applicable
ABR Margin” shall mean, (i) with respect to each ABR Loan that is a Revolving
Credit Loan or a Swingline Loan, 1.25% during the period from and including the
Funding Date to but excluding the Initial Financial Statement Delivery Date and
(ii) with respect to each ABR Loan that is a Tranche D Term Loan, 1.00% during
the period from and including the Second Amendment Effective Date to but
excluding the Initial Financial Statement Delivery Date.


 


“Applicable Eurodollar Margin” shall
mean at any date with respect to each Eurodollar Loan that is a Revolving
Credit Loan, a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche D Term
Loan or a Tranche C Term Loan, the applicable percentage per annum set forth below
based upon the Status in effect on such date:


 




	
  Status

  	
   

  	
  Applicable Eurodollar

  Margin Revolving

  Credit Loans,

  Tranche A-1 Term

  Loans and Tranche A-2

  Term Loans

  	
   

  	
  Applicable Eurodollar

  Margin Tranche D

  Term Loans

  	
   

  	
  Applicable

  Eurodollar

  Margin Tranche C

  Term Loans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level I
  Status

  	
   

  	
  2.50%

  	
   

  	
  2.25%

  	
   

  	
  3.00%

  	
   

  
	
  Level II
  Status

  	
   

  	
  2.25%

  	
   

  	
  2.25%

  	
   

  	
  3.00%

  	
   

  
	
  Level III
  Status

  	
   

  	
  2.00%

  	
   

  	
  2.25%

  	
   

  	
  3.00%

  	
   

  
	
  Level IV
  Status

  	
   

  	
  1.75%

  	
   

  	
  2.00%

  	
   

  	
  3.00%

  	
   

  






 


Notwithstanding the foregoing, the term “Applicable
Eurodollar Margin” shall mean, (i) with respect to each Eurodollar Loan that is
a Revolving Credit Loan, a Tranche A-1 Term Loan or a Tranche A-2 Term
Loan, 2.50% and, with respect to each Eurodollar Loan that is a Tranche C Term
Loan, 3.00%, in each case, during the period from and including the Funding
Date to but excluding the Initial Financial Statement Delivery Date and (ii)
with respect to each Eurodollar Loan that is a Tranche D Term Loan, 2.25%
during the period from and including the Second Amendment Effective Date to but
excluding the Initial Financial Statement Delivery Date.


 


“Lenders” shall mean (a) the Persons
listed on Schedule 1.1(c), (b) effective as of the First Amendment
Effective Date, the Persons listed on Schedule A to the First Amendment
(as appended to the First Amendment on the First Amendment Effective


 


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Date under the heading “Tranche
C Term Loan Commitments”), (c) effective as of the Second Amendment Effective
Date, the Persons listed on Schedule A to the Second Amendment (as
appended to the Second Amendment on the Second Amendment Effective Date) and
(d) 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.


 


“Term Loan” shall mean any Tranche A-1
Term Loan, Tranche A-2 Term Loan, Tranche D Term Loan or Tranche C Term Loan
(or, as the context may require, any other term loan made hereunder prior to
the Second Amendment Effective Date).


 


(iii) in the definition of “Class” (A)
deleting the words “Tranche B Term Loans” from the fourth line thereof and
replacing them with the words “Tranche D Term Loans”, (B) deleting the words “New
Tranche B Term Loans” from the fourth and fifth lines thereof and replacing
them with the words “New Tranche D Term Loans”, (C) deleting the words “Tranche
B Term Loan Commitment” from the eighth and ninth lines thereof and replacing
them with the words “Tranche D Term Loan Commitment” and (D) deleting the words
“New Tranche B Term Loan Commitment” from the ninth line thereof and replacing
them with the words “New Tranche D Term Loan Commitment”.


 


(iv) in the definition of “Commitments”
deleting the words “New Tranche B Term Loan Commitment” from the second and
third lines thereof and replacing them with the words “New Tranche D Term Loan
Commitment”.


 


(v) in the definition of “Loan” deleting the
words “New Tranche B Term Loan” in the second line thereof and replacing them
with the words “New Tranche D Term Loan”.


 


(vi) in the definition of “Maturity Date”
deleting the words “Tranche B Term Loan Maturity Date” from the second line
thereof and replacing them with the words “Tranche D Term Loan Maturity Date”.


 


(vii) in the definition of “Permitted
Additional Notes” deleting the words “New Tranche B Loans” from the nineteenth
and twentieth lines thereof and replacing them with the words “New Tranche D
Term Loans”.


 


(viii) in the definition of “Repayment Amount”
deleting the words “Tranche B Repayment Amount” from the second line thereof
and replacing them with the words “Tranche D Repayment Amount”.


 


(ix) in the definition of “Repayment Date”
deleting the words “Tranche B Repayment Date” from the second line thereof and
replacing them with the words “Tranche D Repayment Date”.


 


(x) in the definition of “Term Loan
Commitment” deleting the words “Tranche B Term Loan Commitment” from the second
line thereof and replacing them with the words “Tranche D Term Loan Commitment”.


 


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(xi) in the definition of “Total Term Loan
Commitment” deleting the words “New Tranche B Term Loan Commitments” from the
second line thereof and replacing them with the words “New Tranche D Term Loan
Commitments”.


 


(xii) in the definition of “Type” deleting
the words “Tranche B Term Loan” from the third line thereof and replacing them
with the words “Tranche D Term Loan”.


 


and


 


(xiii) deleting the following definitions in
their entirety:  “New Tranche B Term Loan”,
“New Tranche B Term Loan Commitments”, “New Tranche B Term Loan Lender”, “Required
Tranche B Lenders”, “Tranche B Repayment Amount”, “Tranche B Repayment Date”, “Tranche
B Term Loan”, “Tranche B Term Loan Commitment” and “Tranche B Term Loan
Maturity Date”.


 


2.             Amendment of Section 2.1.  Section 2.1(a)(iv)
is deleted in its entirety and replaced with the following:  “each Lender having a Tranche D Term Loan
Commitment severally agrees, pursuant to the Second Amendment, to make a
Tranche D Term Loan or Tranche D Term Loans on the Second Amendment Effective
Date to the US Borrower in Dollars, which Tranche D Term Loans shall not exceed
for any such Lender the Tranche D Term Loan Commitment of such Lender as of the
Second Amendment Effective Date, provided that each Continuing Lender
having a Tranche D Term Loan Commitment shall make Tranche D Term Loans on the
Second Amendment Effective Date by exchanging its existing term loans
designated as “Tranche B Term Loans” under the Credit Agreement immediately
prior to the Second Amendment Effective Date for Tranche D Term Loans in the
manner contemplated by Section 3 of the Second Amendment”.


 


The second paragraph of Section 2.1(a)
is revised by (i) deleting the words “clause (iv)(y)” after the words “except
as provided in clause (iii)” in the first and second lines thereof and
replacing them with the words “clause (iv)”, (ii) deleting the third sentence
of such paragraph in its entirety, (iii) deleting the words “Tranche B Term
Loans” in the twelfth line thereof and replacing them with the words “Tranche D
Term Loans”, (iv) deleting the words “Tranche B Term Loan Commitments” in the
twentieth and twenty-first lines thereof and replacing them with the words “Tranche
D Term Loan Commitments” and (v) deleting the ninth sentence of such paragraph
in its entirety and replacing it with the following sentence:  “On the Tranche D Term Loan Maturity Date,
all Tranche D Term Loans shall be repaid in full.”


 


3.             Amendment of Section 2.5.  Section 2.5
is revised by (i) deleting the third sentence of clause (a) of such section in
its entirety and replacing it with the following sentence:  “The US Borrower shall repay to the
Administrative Agent, for the benefit of the Lenders, on the Tranche D Term
Loan Maturity Date, the then-unpaid Tranche D Term Loans, in Dollars.”, (ii)
deleting the lead in sentence above the table in clause (b)(iii) of such section in
its entirety and replacing it with the following lead in sentence:  “The US Borrower shall repay to the
Administrative Agent, in Dollars, for the benefit of the Lenders of
Tranche D Term Loans, on each date set forth below (each a


 


6





















 


“Tranche D Repayment Date”), the
principal amount of the Tranche D Term Loans equal to (x) the outstanding
principal amount of Tranche D Term Loans immediately after funding on the
Second Amendment Effective Date multiplied by (y) the percentage set forth
below opposite such Tranche D Repayment Date (each a “Tranche D
Repayment Amount”):”, (iii) deleting the words “Tranche B Repayment Amount”
at the top of the second column in the table in clause (b)(iii) of such section and
replacing them with the words “Tranche D Repayment Amount” and (iv) deleting
the words “Tranche B Term Loan Maturity Date” at the bottom of the first column
in the table in clause (b)(iii) of such section and replacing them with
the words “Tranche D Term Loan Maturity Date”.


 


4.             Amendment of Section 2.6.  Section 2.6
is revised by (i) deleting the words “Tranche B Term Loans” in the third line
of clause (a) of such section and replacing them with the words “Tranche D
Term Loans” and (ii) deleting the words “Tranche B Term Loans” in the sixth
line of clause (b) of such section and replacing them with the words “Tranche
D Term Loans”.


 


5.             Amendment of Section 2.10.  Section 2.10
is revised by deleting the words “Tranche B Term Loans” in the eighth line of
clause (b) thereof and replacing them with the words “Tranche D Term Loans”.


 


6.             Amendment of Section 2.14.  Section 2.14
is revised by (i) deleting the words “Tranche B Term Loan Commitments” in each
instance in such section and replacing them with the words “Tranche D Term
Loan Commitments”, (ii) deleting the words “New Tranche B Term Loan Commitments”
in each instance in such section and replacing them with the words “New
Tranche D Term Loan Commitments”, (iii) deleting the words “New Tranche B Term
Loans” in each instance in such section and replacing them with the words “New
Tranche D Term Loans”, (iv) deleting the words “New Tranche B Term Loan Lender”
in each instance in such section and replacing them with the words “New
Tranche D Term Loan Lender” and (v) deleting the words “Tranche B Term Loans”
in each instance in such section and replacing them with the words “Tranche
D Term Loans”.


 


7.             Amendment of Section 4.3.  Section 4.3(a)
is revised by deleting such section in its entirety and replacing it with
the following paragraph:


 


“(a)  €167,630,542.28 of the Tranche A Term Loan
Commitments and  €222,110,468.53 of the
Tranche C 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.  €52,700,000 of
the Tranche C Term Loan Commitments shall terminate at 5:00 p.m. (New York
time) on the First Amendment Effective Date. 
All of the Tranche D Term Loan Commitments shall terminate at 5:00 p.m.
(New York time) on the Second Amendment Effective Date.”


 


8.             Amendment of Section 5.1.  Section 5.1
is revised by (i) deleting the words “Tranche B Term Loans” in the twenty-ninth
line thereof and replacing them with the words “Tranche D Term Loans”, (ii)
deleting the words “Tranche B Repayment


 


7





















 


Amounts” in the thirty-second line thereof and
replacing them with the words “Tranche D Repayment Amounts” and (iii) inserting
the following new sentence at the end thereof:


 


“All voluntary prepayments
of all but not less than all of the Tranche D Term Loans effected on or prior
to the first anniversary of the Second Amendment Effective 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 D
Term Loans 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 D Term Loans as in effect prior to the prepayment thereof and (z) are
not otherwise in connection with (i) 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) or (ii) an initial public offering
by the US Borrower or any of its Subsidiaries or holding companies, shall be
accompanied by a prepayment fee equal to 1.00% of the aggregate principal
amount of such prepayment.”


 


9.             Amendment of Section 5.2.  Section 5.2
is revised by (i) deleting the words “Tranche B Term Loans” in the third line
of clause (c) thereof and replacing them with the words “Tranche D Term Loans”,
(ii) deleting the words “Tranche B Term Loan” in the seventeenth line of clause
(c) thereof and replacing them with the words “Tranche D Term Loan”, (iii)
deleting the words “Tranche B Term Loans” in the twenty-first line of clause
(c) thereof and replacing them with the words “Tranche D Term Loans” and (iv)
deleting the words “Tranche B Term Loans” in the twelfth line of clause (d)
thereof and replacing them with the words “Tranche D Term Loans”.


 


10.           Amendment of Section 6.10.  Section 6.10
is revised by deleting the second sentence of such section in its
entirety.


 


11.           Amendment of Section 9.13.  Section 9.13
is revised by (i) deleting the words “Tranche B Term Loans funded pursuant to Section 2.1(a)(iv)(y)
on the First Amendment Effective Date” after the words “Funding Date, any” in
the fifth line thereof and replacing them with the words “Tranche D Term Loans”,
(ii) deleting the fourth sentence of such section in its entirety and
(iii) adding a new sentence to the end of such section which shall read as
follows:  “The US Borrower will use the
proceeds of all Tranche D Term Loans funded on the Second Amendment Effective
Date solely to repay in full the outstanding principal amount of those existing
term loans designated as “Tranche B Term Loans” under the Credit Agreement
immediately prior to the Second Amendment Effective Date and to pay fees and
expenses in connection with such prepayments and with the Second Amendment.”


 


12.           Amendment of Section 10.7.  Section 10.7
is revised by deleting in its entirety the second proviso at the end of clause
(b) thereof.


 


13.           Amendment of Section 14.1.  Section 14.1
is revised by (i) deleting the words “Required Tranche B Lenders” in the third
and fourth lines of clause (ii)


 


8





















 


thereof and replacing them with the words “Required
Tranche D Lenders” and (ii) deleting clause (x) thereof in its entirety and
replacing it with the following clause:  “(x)
decrease any Tranche D Repayment Amount, extend any scheduled
Tranche D Repayment Date or decrease the amount or allocation of any
mandatory prepayment to be received by any Lender holding any Tranche D
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 D Lenders”.


 


14.           Amendment of Section 14.6.  Section 14.6
is revised by (i) deleting the words “Tranche B Commitment” in the eighth line
of clause (b)(ii)(A) thereof and replacing them with the words “Tranche D
Commitment”, (ii) deleting the words “Tranche B Term Loan” in the ninth line of
clause (b)(ii)(A) thereof and replacing them with the words “Tranche D Term
Loan” and (iii) deleting the words “Tranche B Term Loans” in the fourteenth
line of clause (d) thereof and replacing them with the words “Tranche D Term
Loans”.


 


15.           Amendment of Exhibits to the Credit Agreement.  The
Exhibits to the Credit Agreement are revised by (i) deleting the contents of
Exhibit R-3 to the Credit Agreement in their entirety and replacing them with
the contents of Exhibit A to this Amendment and (ii) in Exhibit U to the Credit
Agreement (A) deleting the words “New Tranche B Term Loan Commitment” in each
instance in such Exhibit and replacing them with the words “New Tranche D Term
Loan Commitment”, (B) deleting the words “New Tranche B Term Loan Lender” in
each instance in such Exhibit and replacing them with the words “New Tranche D
Term Loan Lender” and (C) deleting the words “New Tranche B Term Loan” in each
instance in such Exhibit and replacing them with the words “New Tranche D Term
Loan”.


 


B.            Representations and Warranties.  To
induce the other parties hereto to enter into this Amendment, the Borrowers
represent and warrant to each of the Lenders (including the Additional Lenders)
and the Administrative Agent that, as of the Second Amendment Effective Date:


 


1.             This Amendment has been duly authorized,
executed and delivered by the Borrowers and Holdings and this Amendment and the
Credit Agreement, as amended hereby, constitutes each of the Borrowers’ and
Holdings’ legal, valid and binding obligation, enforceable against it in
accordance with its terms except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors’ rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law
or in equity).


 


2.             The representations and warranties set forth
in Section 8 of the Credit Agreement are, after giving effect to this
Amendment, true and correct in all material respects on and as of the Second
Amendment Effective Date, except where such representations and warranties
expressly relate to an earlier date (in which case they were true and correct
in all material respects as of such earlier date).


 


9





















 


3.             No Default or Event of Default has occurred
and is continuing.


 


C.            Tranche D Term Loans.  (a)
Subject to the terms and conditions set forth herein, each Continuing Lender
and each Additional Lender agrees to make Tranche D Term Loans to the US Borrower
on the Second Amendment Effective Date in amounts equal to its Tranche D Term
Loan Commitment (as defined below). 
Notwithstanding anything herein or in the Credit Agreement to the
contrary, the aggregate principal amount of the Tranche D Term Loans shall not
exceed the aggregate principal amount of the Existing Tranche B Term Loans
immediately prior to the Second Amendment Effective Date.  For purposes hereof, a Person shall become an
Additional Lender and a party to the Credit Agreement by executing and
delivering to the Administrative Agent, on or prior to the Second Amendment
Effective Date, a signature page to this Amendment specifically in the capacity
of an “Additional Lender” setting forth the amounts of Tranche D Term Loans
such Person commits to make on the Second Amendment Effective Date.  The “Tranche D Term Loan Commitment”
for any Tranche D Term Loans of (i) any Continuing Lender shall be the
principal amount of its Existing Tranche B Term Loans or such lesser amount as
is determined by Goldman and UBS and notified to such Lender prior to the
Second Amendment Effective Date and (ii) any Additional Lender shall be the
amount of such commitment set forth on its signature page hereto or such lesser
amount as is allocated to it by Goldman and UBS and notified to it prior to the
Second Amendment Effective Date.  The
aggregate amount of Tranche D Term Loan Commitments shall equal the aggregate
principal amount of the Existing Tranche B Term Loans.


 


(b)  Each Continuing Lender and each Additional Lender
shall make Tranche D Term Loans on the Second Amendment Effective Date by (i)
exchanging its Existing Tranche B Term Loans, if any, for Tranche D Term Loans
in an equal principal amount (to the extent the amounts of such Existing
Tranche B Term Loans, if any, do not exceed the Tranche D Term Loan Commitment
of such Lender) and (ii) transferring to the Administrative Agent, in the
manner contemplated by the Credit Agreement (including Section 2.4
thereof), an amount equal to the excess, if any, of its Tranche D Term Loan
Commitment over the principal amount of Existing Tranche B Term Loans, if any,
exchanged by it pursuant to clause (i) above. 
The US Borrower hereby irrevocably directs the Administrative Agent pursuant
to Section 5.1 of the Credit Agreement to apply all proceeds of the
Tranche D Term Loans received hereunder immediately upon the receipt thereof to
prepay outstanding Existing Tranche B Term Loans.  The commitments of the Additional Lenders and
the exchange undertakings of the Continuing Lenders are several and no such
Lender shall be responsible for any other Lender’s failure to make or acquire
by exchange any Tranche D Term Loans.


 


(c)  The obligations of each Continuing Lender and
each Additional Lender to make Tranche D Term Loans on the Second Amendment
Effective Date are subject to the satisfaction of the following conditions:


 


a.             The Administrative Agent shall have received
a certificate of the US Borrower and Holdings dated the Second Amendment
Effective Date, substantially in the form of Exhibit P to the Credit Agreement,
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 of the Credit
Agreement and, where applicable,


 


10





















 


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;


 


b.             The Administrative Agent shall have received
the executed legal opinions of (A) Simpson Thacher & Bartlett LLP, special
New York counsel to the Credit Parties substantially in the form of Exhibit A-1
to this Amendment and (B) Tom Riordan, general counsel to the Credit Parties,
substantially in the form of Exhibit A-2 to this Amendment;


 


c.             Each US Subsidiary Guarantor that has not
executed and delivered this Amendment shall have entered into a written
instrument reasonably satisfactory to Goldman and UBS pursuant to which it
confirms that it consents to this Amendment and that the Security Documents to
which it is party will continue to apply in respect of the Credit Agreement, as
amended hereby, and the Obligations thereunder;


 


d.             Goldman and UBS shall have received evidence
satisfactory to them that the US Borrower has made the payment referred to in Section 3(e)
or is making such payment on the Second Amendment Effective Date with the cash
proceeds of the Tranche D Term Loans and such other funds of the US Borrower as
may be required; and


 


e.             The conditions to effectiveness of this
Amendment set forth in Section 4 shall have been satisfied.


 


11





















 


(d)  All Borrowings of Tranche D Term Loans made
on the Second Amendment Effective Date will have initial Interest Periods
ending on the same dates as the Interest Periods applicable at such time to the
Existing Tranche B Term Loans, and the Eurodollar Rate applicable to such
Tranche D Term Loans during such initial Interest Periods will be the same as
that applicable at such time to the Existing Tranche B Term Loans being
refinanced.  The US Borrower will not be
required to make any payments to Existing Tranche B Term Loan Lenders under Section 2.11
of the Credit Agreement in respect of the repayment of Existing Tranche B Term
Loans on the Second Amendment Effective Date pursuant to their exchange for
Tranche D Term Loans.


 


(e)  On the Second Amendment Effective Date, the
US Borrower shall apply the cash proceeds of the Tranche D Term Loans and such
other amounts as may be necessary to (i) prepay in full all Existing Tranche B
Term Loans (other than those that are exchanged for Tranche D Term Loans as
provided herein), (ii) pay all accrued and unpaid interest and fees, if any, on
all Existing Tranche B Term Loans, (iii) pay to each Existing Tranche B Term
Loan Lender all amounts payable pursuant to Section 2.11 of the Credit
Agreement as a result of the prepayment of such Lender’s Existing Tranche B
Term Loans (other than any portion thereof that is exchanged for Tranche D Term
Loans as provided herein) on the Second Amendment Effective Date and (iv) pay
all other Obligations then due and owing to the Existing Tranche B Term Loan
Lenders, in their capacity as such, under the Credit Agreement.


 


(f)  The Required Lenders hereby waive the
requirements of Section 5.1 of the Credit Agreement solely to the extent
that such Section requires any notice of prepayment to be given in respect
of the Existing Tranche B Term Loans to be prepaid on the Second Amendment
Effective Date.  Notwithstanding that the
Tranche B Term Loans shall be refinanced in full on the Second Amendment
Effective Date, the provisions of the Credit Agreement with respect to
indemnification, reimbursement of costs and expenses, increased costs and break
funding payments (other than as set forth in Section 3(d) above) will
continue in full force and effect with respect to, and for the benefit of, each
Existing Tranche B Term Loan Lender in respect of such Lender’s Existing
Tranche B Term Loans existing under the Credit Agreement prior to the Second
Amendment Effective Date.


 


D.            Effectiveness of Amendment.  The
effectiveness of this Amendment and the occurrence of the Second Amendment Effective
Date are subject to receipt by the Administrative Agent (or its counsel) of
duly executed counterparts of this Amendment that, when taken together, bear
the signatures of (a) the Borrowers and Holdings, (b) the Required Lenders
and (c) each of the Continuing Lenders and each of the Additional Lenders.


 


E.             Effect of Amendment. 
Except as expressly set forth herein, this Amendment shall not by
implication or otherwise limit, impair, constitute a waiver of or otherwise
affect the rights and remedies of the Lenders, the Administrative Agent or the
Collateral Agent under the Credit Agreement or any other Credit Document, and
shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other provision of the Credit Agreement or of any other Credit
Document, all of which are ratified and affirmed in all respects and shall


 


12





















 


continue in full force and
effect.  Nothing herein shall be deemed
to entitle the Borrowers to a further consent to, or a further waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Credit Document in similar or different circumstances.


 


F.             Costs and Expenses.  The
US Borrower agrees to reimburse Goldman and UBS for their reasonable out of
pocket expenses in connection with this Amendment, including the reasonable
fees, charges and disbursements of their counsel to the extent provided for in Section 14.5
of the Credit Agreement.


 


G.            Counterparts.  This
Amendment 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. 
Delivery of any executed counterpart of a signature page of this
Amendment by facsimile transmission shall be as effective as delivery of a
manually executed counterpart hereof.


 


H.            Applicable Law.  THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.


 


I.              Headings.  The headings of this Amendment
are for purposes of reference only and shall not limit or otherwise affect the
meaning hereof.


 


13





















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment 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 and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROCKWOOD SPECIALTIES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Riordan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas J. Riordan

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROCKWOOD SPECIALTIES INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Riordan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas J. Riordan

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Secretary

  
					



 





















 


SIGNATURE PAGE TO


SECOND AMENDMENT


DATED AS OF DECEMBER 10, 2004,


TO THE CREDIT AGREEMENT


DATED AS OF JULY 30, 2004, AS AMENDED


AS OF OCTOBER 8, 2004


 


	
  To approve Second Amendment:

  
	
   

  
	
  Name of Institution:

  
	
  CREDIT SUISSE FIRST BOSTON

  
	
  Acting through its Cayman Islands Branch

  
	
  as a Continuing Lender

  
	
   

  
	
  by

  	
  /s/ S. William Fox

  	
   

  
	
   

  	
  Name:

  	
  S. William Fox

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
  by

  	
  /s/ David J. Dodd

  	
   

  
	
   

  	
  Name:

  	
  David J. Dodd

  
	
   

  	
  Title:

  	
  Associate

  
				



 





















 


SIGNATURE PAGE TO


SECOND AMENDMENT


DATED AS OF DECEMBER 10, 2004,


TO THE CREDIT AGREEMENT


DATED AS OF JULY 30, 2004, AS AMENDED


AS OF OCTOBER 8, 2004


 


	
  To approve Second Amendment:

  
	
   

  
	
  Name of Institution:

  
	
   

  
	
  Goldman Sachs Credit Partners L.P.

  
	
  as an Additional Lender

  
	
   

  
	
  by

  	
  /s/ William W. Archer

  	
   

  
	
   

  	
  Name:

  	
  William W. Archer

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  
	
  Tranche D Term Loan Commitment:

  
	
   

  
	
  $163,500,000.00

  
				



 





















 


EXHIBIT A


TO THE SECOND AMENDMENT TO
THE CREDIT AGREEMENT


 


EXHIBIT R-3


TO THE CREDIT AGREEMENT


 


FORM OF PROMISSORY NOTE (TRANCHE D 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 D 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 D 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 D Term
Loans evidenced hereby are guaranteed and secured as provided therein and in
the other Credit Documents.  The Tranche
D Term Loans evidenced hereby are subject to prepayment prior to the Tranche D
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:

  



 





















 


Schedule A


to Second Amendment


 


Tranche D Term Loan Commitments


 




	
  Continuing
  Lenders:

  	
   

  	
   

  	
   

  
	
  See list
  attached hereto

  	
   

  	
  $980,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Additional
  Lenders:

  	
   

  	
   

  	
   

  
	
  Goldman
  Sachs Credit Partners L.P.

  	
   

  	
  $164,500,000.00

  	
   

  






 





















 


CONTINUING
LENDERS


 


ACCESS
INSTITUTIONAL LOAN FUND


ACM
INCOME FUND


ADVENT
CREDIT SPV LLC


AIM
FLOATING RATE FUND


AMERICAN
EXPRESS CERTIFICATE


APEX
(TRIMARAN) CDO I LTD


ARCHIMEDES
FUNDING IV (CAY)LTD


ATRIUM
II


ATRIUM
III


AURUM
CLO 2002-1 LTD


AVENUE
CLO FUND LTD


AVERY
POINT CLO LTD


AZURE
FUNDING


BIG
SKY III SENIOR LOAN TRUST


BIG
SKY SENIOR LOAN FUND LTD


BIRCHWOOD
FUNDING LLC


BLACK
DIAMOND CLO 2000-1 LTD


BLACKROCK
GLOBAL FLOATING RATE


BLACKROCK
LIMITED DURATION INC


BLACKROCK
SENIOR INCOME SERIES


BLUE
SQUARE FUNDING LTD SER 3


BRYN
MAWR CLO LTD


BUSHNELL
CBNA LOAN FUNDING LLC


CALLIDUS
DEBT PRTNS CLO FD II


CALLIDUS
DEBT PRTNS CLO FD III


CALLIDUS
DEBT PTNRS FD III LLC


CANADIAN
IMPERIAL BANK OF COMM


CASTLE
HILL I-INGOTS LTD


CELERITY
CLO LTD


CENTURION
CDO 8 LTD


CENTURION
CDO II LTD


CENTURION
CDO VI


CENTURION
CDO VII LTD


CHAMPLAIN
CLO LTD


CHARTER
VIEW PORTFOLIO


CIC
- CREDIT INDUSTRIEL ET COM


CITADEL
HILL 2000 LTD


CITADEL
HILL 2004 LTD


CITIBANK
NA


CITICORP
INS INVST TRUST


CITIGROUP
INVESTMENTS CORPORAT


CLOSE
INTERNATIONAL CUSTODY


CLT
LP


 





















 


COMMERZBANK
AG


CONSTANTINUS
EATON VANCE CDO V


CONTINENTAL
ASSURANCE CO.


CONTINENTAL
CASUALTY COMPANY


COSTANTINUS EATON VANCE CDO V


CREDIT SUISSE ASSET MGMT SYND


CSAM
FUNDING I


CSAM
FUNDING III


CSFB


CSFB
INTERNATIONAL (TRADING)


C-SQUARED
CDO LTD


CYPRESSTREE
CLAIF FUND LLC


DEBT
STRATEGIES FUND INC.


DENALI CAP CLO I LTD


DENALI CAPITAL CLO II LTD


DENALI CAPITAL CLO III LTD


DENALI
CAPITAL CLO IV LTD


DIVERSIFIED
CREDIT PORTFOLIO L


DRYDEN
IV LEVERAGED CDO 2003


DRYDEN
LEVERAGE LN CDO 2002-II


DRYDEN
V LEVERAGED LOAN 2003


DRYDEN
VII LEVERAGED LOAN CDO


EAGLE
LOAN TRUST


EAGLE
MASTER FUND LTD


EATON
VANCE CDO III LTD


EATON
VANCE CDO VI LTD


EATON
VANCE FLOATING RATE


EATON
VANCE INST. SENIOR LOAN


EATON
VANCE LTD DURATION INC


EATON
VANCE SENIOR FLOATING RA


EATON
VANCE SENIOR INCOME TR


EATON
VANCE VT FLOATING RATE


ECL
FUNDING LLC


ELF
FUNDING TRUST I


ELF
FUNDING TRUST III


EMERALD
ORCHARD LIMITED


ENDURANCE
CLO I LTD


EVERGLADES
SPIRET LOAN TRUST


FIDELITY
ADV SERIES II: FAFRHI


FIRST
2004 I CLO LTD


FIRST
2004 II CLO LTD


FIRST
TRUST FOUR CORNERS (FCM)


FIRST
TRUST FOUR CORNERS (FCT)


FIRST
TRUST FOUR CORNERS (FCT)


FLAGSHIP
CLO 2001-1


FLAGSHIP
CLO II


 





















 


FLAGSHIP
CLO III


FLOATING
RATE INC SR FD II INC


FLOATING
RATE INCOME STRAT FND


FOREST
CREEK CLO LTD


FOX
RIVER CLO LTD


FOXE
BASIN CLO 2003 LTD


GALAXY
CLO 1999-1, LTD


GALAXY
CLO 2003-1 LTD


GALAXY
III CLO LTD


GLENEAGLES
TRADING


GRANITE
VENTURES I LTD


GRAYSON
& CO


GULF
STREAM COMPASS CLO 2002-1


GULF
STREAM COMPASS CLO 2003-1


GULF
STREAM COMPASS CLO 2004-I


HAMILTON
CDO LTD


HANOVER
SQUARE CLO LTD


HARBOUR
TOWN


HEWETTS
ISLAND CLO II LTD


HIGHLAND
FLOATING RATE


HIGHLAND
FLOATING RATE ADV


HIGHLAND
LOAN FUNDING V LTD.


HUDSON
STRAITS CLO 2004 LTD


IDS
LIFE INSURANCE COMPANY


ING
ORYX CLO LTD


ING
PRIME RATE TRUST


ING
SENIOR INCOME FUND


IXIS
LOOMIS SAYLES SENIOR LOAN


JEFFERSON
PILOT LIFE INSURANCE


JUPITER
LOAN FUNDING LLC


KALDI
FUNDING LLC


KATONAH
I LTD


KATONAH
II LTD


KATONAH
III, LTD


KATONAH
IV LTD


KATONAH
V LTD.


KATONAH
VI LTD


KZH
CRESCENT-3 LLC


KZH
CYPRESS TREE - 1 LLC


KZH
SOLEIL 2 LLC


KZH
SOLEIL LLC


KZH
Sterling LLC


L
A FUNDING LLC


LANDMARK
IV CDO LTD


LCM
I LIMITED PARTNERSHIP


LCM
II LIMITED PARTNERSHIP


 





















 


LIGHT
POINT CLO 2004-1


LOAN
FUNDING I LLC


LOAN
FUNDING IV LLC


LOAN
FUNDING IX LLC


LOAN
FUNDING V LLC


LOAN
FUNDING VI LLC


LOAN
FUNDING VII LLC


LOAN
FUNDING XI LLC


LOAN
STAR STATE TRUST


LONG
GROVE CLO LTD


LONG
LANE MASTER TR II


LONGHORN
CDO II LTD


LONGHORN
CDO III LTD


LOOMIS
SAYLES SENIOR LOAN FUND


MAGNETITE
ASSET INVESTORS, L.L


MAGNETITE
ASSET INVSTR III


MAGNETITE
IV CLO LIMITED


MAGNETITE
V CLO LTD


MAINSTAY
FLOATING RATE FUND


MARINER
CDO 2002 LTD


MARKET
SQUARE CLO LTD


MASTER
SENIOR FLOATING RATE TR


METLIFE
BANK NATIONAL ASSOCIAT


METROPOLITAN
LIFE INSURANCE CO


ML
GIS INCOME STRATEGIES PORTF


ML
PRIME RATE PORTF


MONUMENT
PARK CDO LTD


MORGAN
STANLEY PRIME INCOME TR


MORGAN
STANLEY SENIOR FUNDING


MOUNTAIN
CAPITAL CLO II LTD


MOUNTAIN
CAPITAL CLO III LTD


MUIRFIELD
TRADING LLC


NAVIGATOR CDO 2003 LTD


NAVIGATOR CDO 2004 LTD


NEMEAN
CLO LTD


NEW
ALLIANCE GLOBAL CDO LTD


NEW
YORK LIFE INSURANCE & ANNU


NEW
YORK LIFE INSURANCE CO


NORINCHUKIN
BANK


NORTHWOODS
CAPITAL III LIMITED


NORTHWOODS
CAPITAL IV LTD


NUVEEN
FLOATING RATE INCOME


NUVEEN
FLOATING RATE INCOMEOPP


NUVEEN
SENIOR INCOME FUND


NYLIM
FLATIRON CLO 2003-1 LTD


NYLIM
FLATIRON CLO 2004-1 LTD


 





















 


OCTAGON
INVESTMENT PARTNERS II


OCTAGON
INVESTMENT PTNRS IV


OCTAGON
INVESTMENT PTNRS V


OCTAGON
INVESTMENT PTNRS VI


OCTAGON
INVESTMENT PTNRS VII


OLYMPIC
CLO I


PINEHURST
TRADING, INC


PNC
BANK NA


PREMIUM
LOAN TRUSTI


PROSPERO
CLO I BV


RACE
POINT CLO LIMITED


RACE
POINT II CLO LTD


REGIMENT
CAPITAL LTD


RIVIERA
FUNDING LLC


ROSEMONT
CLO LTD


SAGAMORE
CLO LTD


SANKATY
HIGH YIELD PARTNERS II


SANKATY
HY PARTNERS III LP


SARATOGA
CLO I LIMITED


SAWGRASS
TRADING LLC


SECURITY
INCOME FUND INCOME


SEMINOLE
FUNDING LLC


SENECA
CBO IV LTD


SENIOR
DEBT PORTFOLIO


SENIOR
HIGH INCOME PORTFOLIO


SENIOR
LOAN FUND


SENIOR
LOAN PORTFOLIO


SEQUILS
CENTURION V LTD


SEQUILS-LIBERTY,
LTD


SKY
CBNA LOAN FUNDING LLC


SOL
LOAN FUNDING LLC


SOUTHFORK
CLO LTD


SRF
2000 INC


STANFIELD
CARRERA CLO LTD


STANFIELD
MODENA CLO LTD


STANFIELD
QUATTRO


STANWICH
LOAN FUNDING LLC


STONE
TOWER CDO LTD


STONE
TOWER CLO II LTD


SUN
AMERICA SENIOR FLOATING


SUN
LIFE ASSURANCE COMPANY


SUNAMERICA
LIFE INSURANCE CO


TCW
SELECT LOAN FUND LIMITED


TOLLI
& CO


TORONTO
DOMINION (NEW YORK)


TRAVELERS
INSURANCE CO


 





















 


TRUMBULL
THC2 LOAN FUNDING LLC


UBS
AG


ULT
CBNA LOAN FUNDING LLC


UNION
SQUARE CDO LTD


VAN
KAMPEN SENIOR INCOME TRUST


VAN
KAMPEN SENIOR LOAN FUND


VELOCITY
CLO LTD


VENTURE
CDO 2002 LTD


VENTURE
II CDO 2002 LIMITED


VENTURE
III CDO LIMITED


VENTURE
IV CDO LTD


VERITAS
CLO I LTD WAREHOUSE


VISTA
LEVERAGED INCOME FUND


WB
LOAN FUNDING 1 LLC


WESTERN
ASSET FLOATING RATE


WHITEHORSE
I LTD


WHITEHORSE
II LTD


WIND
RIVER CLO I LTD.


WINGED
FOOT FUNDING TRUST