Exhibit 10.4


 


EXECUTION
COPY


 


AMENDED
AND RESTATED SALE PARTICIPATION AGREEMENT


 


 


Dated as of September 24,
2004


 


Mr. Seifollah Ghasemi

c/o Rockwood Holdings, Inc.

100 Overlook Center

Princeton, NJ  08540


 


Dear Seifi:


 


You have entered into an
Amended and Restated Management Stockholder’s Agreement, dated as of September
24, 2004 between Rockwood Holdings, Inc., a Delaware corporation (the “Company”),
and you (the “Stockholder’s Agreement”) to amend and restate the
Management Stockholder’s Agreement, dated as of November 1, 2001, between the
Company and you relating to the purchase by you from the Company of 1,000
shares (the “Existing Purchased Stock”) of common stock, par value $0.01
per share, of the Company (the “Common Stock”), a receipt by you from
the Company of an option to acquire 12,000 shares of Common Stock from the
Company (the “Existing Option”) and a receipt by you from the Company of
a grant of 2,000 restricted stock units (the “Restricted Stock Units”),
under which you are entitled to receive one share of Common Stock for each
restricted stock unit (such Common Stock, the “Existing Restricted Stock”),
and to set forth the terms and conditions of your rights as Management
Stockholder with respect to the 3,000 additional shares of Common Stock purchased
by you under the Stockholder’s Agreement (the “New Purchased Stock” and,
together with the Existing Purchased Stock, the “Purchased Stock”), two
new options to purchase shares of Common Stock (the “New Options” and
together with the Existing Option, the “Options”) granted to you by the
Company, the Existing Purchased Stock, the Existing Option and the Existing
Restricted Stock.  The undersigned, KKR
1996 Fund L.P., KKR Partners II, L.P., KKR Millennium Fund, L.P., KKR Partners
III, L.P. and KKR European Fund, Limited Partnership (collectively, the “KKR
Partners”), also have purchased shares of Common Stock and hereby agree
with you as follows, effective upon your entering into the Stockholder’s
Agreement with the Company:


 


1.             In the event that at any time any of the KKR
Partners proposes to sell for cash or any other consideration any shares of
Common Stock owned by it, in any transaction other than a Public Offering (as
defined in the Stockholder’s Agreement) or a sale to an affiliate of KKR Partners,
the KKR Partners will notify you or your Management Stockholder’s Estate or
Management Stockholder’s Trust (as such terms are defined in Section 2 of the
Stockholder’s Agreement and collectively with you, the “Management
Stockholder Entities”), as the case may be, in writing (a “Notice”)
of such proposed sale (a “Proposed Sale”) and the material terms of the
Proposed Sale as of the date of the Notice (the “Material Terms”)
promptly, and in any event not less than 15 calendar days prior to the
consummation of the Proposed Sale and not more than


 

















 


5 calendar days after the execution of the definitive agreement
relating to the Proposed Sale, if any (the “Sale Agreement”).  If within 10 calendar days of the applicable
Management Stockholder Entities’ receipt of such Notice, the KKR Partner
receives from the applicable Management Stockholder Entities, a written request
(a “Request”) to include Common Stock held by the applicable Management
Stockholder Entities in the Proposed Sale (which Request shall be irrevocable
unless (a) there shall be a material adverse change in the Material Terms or
(b) if otherwise mutually agreed to in writing by the applicable Management
Stockholder Entities and the KKR Partner), the Common Stock held by you will be
so included as provided herein; provided that only one Request, which shall be
executed by the applicable Management Stockholder Entities, may be delivered
with respect to any Proposed Sale for shares of Common Stock held by the
applicable Management Stockholder Entities. 
Promptly after the execution of the Sale Agreement, the KKR Partner will
furnish the applicable Management Stockholder Entities with a copy of the Sale
Agreement, if any.


 


2.             (a) 
The maximum number of shares of Common Stock which the applicable Management
Stockholder Entities will be permitted to include in a Proposed Sale pursuant
to a Request will be the number of shares of Common Stock then held by the
Management Stockholder Entities, including all shares of Common Stock which the
Management Stockholder Entities are then entitled to acquire under unexercised
Options, to the extent then exercisable or would become exercisable as a result
of the consummation of the Proposed Sale, multiplied by a fraction, the
numerator of which is the number of shares of Common Stock being sold by KKR
Partners and any investment partnerships and investment limited liability
companies affiliated with KKR Partners and the denominator of which is the
aggregate number of shares of Common Stock owned by KKR Partners and any investment
partnerships and investment limited liability companies affiliated with KKR
Partners.


 


(b)  If one or more holders of shares of Common
Stock who have been granted the same rights granted to the Management
Stockholder Entities hereunder elect not to include the maximum number of
shares of Common Stock which such holders would have been permitted to include
in a Proposed Sale (the “Eligible Shares”), KKR Partners, or such
remaining holders of shares of Common Stock, or any of them, may sell in the Proposed
Sale a number of additional shares of Common Stock owned by any of them equal
to their pro rata portion of the number of Eligible Shares not included in the
Proposed Sale, based on the relative number of shares of Common Stock then held
by each such holder, and such additional shares of Common Stock which any such
holder or holders propose to sell shall not be included in any calculation made
pursuant to the first sentence of Section 2(a) above for the purpose of
determining the number of shares of Common Stock which the Management
Stockholder Entities will be permitted to include in a Proposed Sale.  KKR Partners or any of them may sell in the
Proposed Sale additional shares of Common Stock owned by any of them equal to
any remaining Eligible Shares which will not be included in the Proposed Sale
pursuant to the foregoing.


 


3.             Except as may otherwise be provided herein,
shares of Common Stock subject to a Request will be included in a Proposed Sale
on the same terms and subject to the same conditions applicable to the shares
of Common Stock which the KKR Partner proposes to sell in the Proposed
Sale.  Such terms and conditions shall
include, without limitation:  the pro rata
reduction of the number of shares of Common Stock to be included in the Proposed
Sale if required by the party proposing such Sale; the sale price; the payment
of fees, commissions and


 


2

















 


expenses; the provision of, and representation and warranty as to,
information reasonably requested by the KKR Partner covering matters regarding
your ownership of shares; and the provision of requisite indemnification; provided
that, any indemnification provided by the applicable Management Stockholder
Entities shall be pro rata in proportion with the number of shares of Common
Stock to be sold.


 


4.             Upon delivering a Request, the applicable
Management Stockholder Entities will, if requested by the KKR Partner, execute
and deliver a custody agreement and power of attorney in form and substance satisfactory
to the KKR Partner with respect to the shares of Common Stock which are to be
sold by the applicable Management Stockholder Entities pursuant hereto (a “Custody
Agreement and Power of Attorney”). 
The Custody Agreement and Power of Attorney will provide, among other
things, that the applicable Management Stockholder Entities will deliver to and
deposit in custody with the custodian and attorney-in-fact named therein a
certificate or certificates representing such shares of Common Stock (duly endorsed
in blank by the registered owner or owners thereof) and irrevocably appoint
said custodian and attorney-in-fact as the applicable Management Stockholder
Entities’ agent and attorney-in-fact with full power and authority to act under
the Custody Agreement and Power of Attorney on behalf of the applicable
Management Stockholder Entities with respect to the matters specified therein.


 


5.             The Management Stockholder Entities’ right
pursuant hereto to participate in a Proposed Sale shall be contingent on the
Management Stockholder Entities’ strict compliance with each of the provisions
hereof and the Management Stockholder Entities’ respective willingness to
execute such documents in connection therewith as may be reasonably requested
by any KKR Partner.


 


6.             In the event of a Proposed Sale pursuant to
Section 1 hereof of a majority of the shares of Common Stock held by the KKR
Partners, the KKR Partners may elect, by so specifying in the Notice, to
require the applicable Management Stockholder Entities to participate in such
Proposed Sale to the same extent calculated pursuant to Section 2(a) above, in
accordance with the terms and provisions of Sections 3 and 4 hereof; provided,
however, that in such event, the order in which the shares of Common
Stock held by the applicable Management Stockholder Entities shall be required
to be sold shall be: first, any Purchased Stock; second, any shares of Common
Stock acquired pursuant to the exercise of any exercisable Options; and lastly,
any shares of Common Stock acquired in respect of any vested Restricted Stock
Units.


 


7.             The obligations of KKR Partners hereunder
shall extend only to the Management Stockholder Entities, and no other
successors or assigns of the Management Stockholder Entities shall have any
rights pursuant hereto.


 


8.             This Agreement shall terminate and be of no
further force and effect on the fifth anniversary of the first occurrence of a
Public Offering (as defined in the Stockholder’s Agreement).


 


9.             All notices and other communications provided
for herein shall be in writing and shall be deemed to have been duly given when
delivered to the party to whom it is directed:


 


3

















 


If to KKR Partners, to it at
the following address:


 


c/o Kohlberg Kravis Roberts
& Co. L.P.

9 West 57th Street

New York, NY 10019

Attn: Brian Carroll




with a copy to:


 


Simpson Thacher &
Bartlett LLP

425 Lexington Avenue

New York, NY  10017

Attn:  Roxane F. Reardon, Esq.


 


If to you, to you at the
address first set forth above herein;


 


If to your Management
Stockholder’s Estate or Management Stockholder’s Trust, at the address provided
to the Company by such entity or at such other address as such entity shall
have specified by notice in writing delivered to the other parties to this Agreement
by certified mail.


 


10.           The laws of the State of Delaware (or if the Company reincorporates in
another state, of that state) shall govern the interpretation, validity and
performance of the terms of this Agreement. 
No suit, action or proceeding with respect to this Agreement may be
brought in any court or before any similar authority other than in a court of
competent jurisdiction in the State of Delaware (or if the Company
reincorporates in another state, of that state), as the KKR Partners may elect
in their sole discretion, and you hereby submit to the non-exclusive
jurisdiction of such courts for the purpose of such suit, proceeding or
judgment.  You hereby irrevocably waive
any right which you may have had to bring such an action in any other court,
domestic or foreign, or before any similar domestic or foreign authority.


 


11.           If any KKR Partner transfers its interest in the Company to an
affiliate of KKR Partners, such affiliate shall assume the obligations
hereunder of such KKR Partner.


 


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It is the understanding of
the undersigned that you are aware that no Proposed Sale presently is
contemplated and that such a sale may never occur.


 


If the foregoing accurately
sets forth our agreement, please acknowledge your acceptance thereof in the
space provided below for that purpose.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KKR 1996 Fund L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Associates 1996 L.P.

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR 1996 GP LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Perry Golkin

  	
   

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KKR PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Associates L.P.,

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Perry Golkin

  	
   

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KKR MILLENNIUM FUND, L.P.

  
	
   

  	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR MILLENNIUM GP LLC

  
	
   

  	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Perry Golkin

  	
   

  
	
   

  	
   

  	
  Member

  
	
   

  	
   

  
	
   

  	
  KKR PARTNERS III, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR GP III, LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Perry Golkin

  	
   

  
	
   

  	
   

  	
  Member

  



 

















 


	
   

  	
  KKR EUROPEAN FUND, LIMITED

  
	
   

  	
   

  	
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR ASSOCIATES EUROPE,
  LIMITED

  PARTNERSHIP, as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR EUROPE LIMITED,

  
	
   

  	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Perry Golkin

  	
   

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and agreed to:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Seifollah Ghasemi

  	
   

  	
   

  
	
   

  	
  Name: Seifollah Ghasemi