ROCKWOOD SPECIALTIES GROUP, INC.'S REPORT ON FORM 8-K
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 2004 ("CREDIT
AGREEMENT"), EXCEPT THAT, FOR THE PURPOSES OF THIS AGREEMENT, ANY COMPONENT OF
THE CONSOLIDATED EBITDA THAT IS TRANSLATED IN CURRENCIES OTHER THAN UNITED
STATES DOLLARS SHALL BE CONVERTED USING EXCHANGE RATES OF
€1.00 TO $1.30 (USD)
AND £1.00 TO $1.90 (USD).
"CHANGE OF CONTROL" SHALL MEAN: (I) SALES OF ALL OR SUBSTANTIALLY ALL OF THE
ASSETS OF THE COMPANY TO A PERSON WHO IS NOT KOHLBERG KRAVIS ROBERTS & CO. LTD
("KKR") OR AN AFFILIATE OF KKR (COLLECTIVELY, THE "KKR PARTNERSHIPS"), (II) A
SALE BY KKR OR ANY OF ITS RESPECTIVE AFFILIATES RESULTING IN MORE THAN 50% OF
THE VOTING STOCK OF THE COMPANY BEING HELD BY A PERSON OR GROUP THAT DOES NOT
INCLUDE KKR OR ANY OF ITS RESPECTIVE AFFILIATES, OR (III) A MERGER,
CONSOLIDATION, RECAPITALIZATION OR REORGANIZATION OF THE COMPANY WITH OR INTO
ANOTHER PERSON WHICH IS NOT AN AFFILIATE OF KKR; IF, AND ONLY IF, AS A RESULT OF
ANY OF THE FOREGOING EVENTS IN CLAUSES (I), (II) OR (III) ABOVE, THE KKR
PARTNERSHIPS LOSE THE ABILITY, WITHOUT THE APPROVAL OF ANY PERSON (APPLICABLE TO
THE RESPECTIVE FOREGOING EVENTS IN CLAUSES (I), (II) OR (III) ABOVE) WHO IS NOT
AN AFFILIATE OF KKR, TO ELECT A MAJORITY OF THE BOARD OF DIRECTORS (OR THE BOARD
OF DIRECTORS OF THE RESULTING ENTITY).
NOTWITHSTANDING THE FOREGOING, IF ANY OF
THE TRANSACTIONS DESCRIBED IN CLAUSES (I), (II) OR (III) OF THE PRECEDING
SENTENCE SHALL OCCUR AND THE OTHER PERSON INVOLVED IN SUCH TRANSACTION (OR ITS
ULTIMATE PARENT ENTITY) IS AN OPERATING COMPANY CONTROLLED BY KKR OR AN
AFFILIATE OF KKR PRIOR TO SUCH TRANSACTION (AN "ALTERNATE KKR ENTITY"), THEN THE
DETERMINATION OF WHETHER A CHANGE OF CONTROL HAS OCCURRED SHALL BE MADE BY
DETERMINING WHETHER AN EVENT SET FORTH IN CLAUSES (I), (II) OR (III) ABOVE HAS
OCCURRED (INCLUDING THE ABILITY TO ELECT A MAJORITY OF THE BOARD OR THE BOARD OF
DIRECTORS OF THE RESULTING ENTITY) IF THE ALTERNATE KKR ENTITY IS TREATED AS
BEING UNAFFILIATED WITH KKR AND BY TREATING THE VOTING POWER OF THE ALTERNATE
KKR ENTITY IN THE COMPANY (OR THE RESULTING ENTITY) AS IF IT WERE HELD BY A
PERSON UNAFFILIATED WITH KKR.
"DILUTED EARNINGS PER SHARE" SHALL MEAN THE DILUTED EARNINGS PER SHARE OF THE
COMMON STOCK, AS REPORTED IN THE COMPANY'S AUDITED FINANCIAL STATEMENTS INCLUDED
IN THE COMPANY'S FORM 10-K FILED WITH THE SECURITIES EXCHANGE COMMISSION IN
RESPECT OF THE APPLICABLE FISCAL YEAR OF THE COMPANY.
"DISABILITY" SHALL MEAN A DETERMINATION, MADE AT THE REQUEST OF THE EMPLOYEE OR
UPON THE REASONABLE REQUEST OF THE COMPANY SET FORTH IN A NOTICE TO THE
EMPLOYEE, BY A PHYSICIAN SELECTED BY THE COMPANY AND THE EMPLOYEE, THAT THE
EMPLOYEE IS UNABLE TO PERFORM HIS DUTIES AS AN EMPLOYEE OF THE COMPANY OR ITS
SUBSIDIARIES AND IN ALL REASONABLE MEDICAL LIKELIHOOD SUCH INABILITY WILL
CONTINUE FOR A PERIOD IN EXCESS OF 180 CONSECUTIVE DAYS.
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