Rockwood Holdings, Inc. - FORM 8-K - EX-99.1 - December 20, 2010

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Exhibit 99.1

 

AMENDMENT NO. 2 TO THE STOCKHOLDERS AGREEMENT

 

THIS AMENDMENT NO. 2 TO THE STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of December 20, 2010, in entered into by and among Rockwood Holdings, Inc. (the “Company”), KKR 1996 Fund, L.P. (“1996 Fund”), KKR Partners II, L.P. (“KKR II”), KKR Millennium Fund, L.P. (“KKR Millennium”), KKR Partners III, L.P. (“KKR III”), KKR European Fund, Limited Partnership (“KKR European” and together with 1996 Fund, KKR II, KKR Millennium, and KKR III, the “KKR Entities”) and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (collectively, the “DLJ Entities”).  Each of the KKR Entities and the DLJ Entities are referred to individually as a “Stockholder” and, collectively, as the “Stockholders”.

 

WHEREAS, the Stockholders are party to that certain Stockholders Agreement dated as of July 29, 2004, as amended by the Amendment to Stockholders Agreement and Waiver dated as of January 27, 2006 (the “Agreement”); and

 

WHEREAS, the Company and each of the Stockholders desire to amend the Agreement with respect to the matters set forth herein;

 

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

 

1.  Section 3.3 is hereby deleted.

 

2.  For the avoidance of doubt, all references to Section 3.3 in the Agreement shall also be deleted and all other section numbers contained in the Agreement shall remain unchanged.

 

3.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

 

4.  This Amendment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one Amendment.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 


 

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as a sealed instrument, all as of the day and year first above written.

 

 

ROCKWOOD HOLDINGS, INC.

 

 

 

 

 

By:

/s/ Thomas Riordan

 

 

Name:

Thomas Riordan

 

 

Title:

Senior Vice President

 

 

Signature Page to Amendment to Stockholders Agreement

 


 

KKR 1996 FUND, L.P.

By:

KKR Associates 1996 L.P.,

 

 

its General Partner

 

By:

KKR 1996 GP LLC,

 

 

its General Partner

 

 

 

 

 

 

 

By:

/s/ William Janetschek

 

 

Member

 

 

 

 

 

 

 

KKR PARTNERS II, L.P.

By:

KKR Associates (Strata) L.P.,

 

 

its General Partner

 

By:

Strata L.L.C.,

 

 

its General Partner

 

 

 

 

 

 

 

By:

/s/ William Janetschek

 

 

Member

 

 

 

 

 

 

 

KKR MILLENNIUM FUND, L.P.

 

as General Partner

 

 

 

 

By:

KKR MILLENNIUM GP LLC

 

 

as General Partner

 

By:

/s/ William Janetschek

 

 

Member

 

KKR PARTNERS III, L.P.

 

 

 

By:

KKR GP III, LLC,

 

 

its General Partner

 

 

 

 

 

 

 

By:

/s/ William Janetschek

 

 

Member

 

 

Signature Page to Amendment to Stockholders Agreement

 


 

KKR EUROPEAN FUND, LIMITED PARTNERSHIP

 

 

By:

KKR ASSOCIATES EUROPE,

 

 

LIMITED PARTNERSHIP, as

 

 

General Partner

 

 

 

 

 

 

 

By:

KKR EUROPE LIMITED,

 

 

as General Partner

 

 

 

 

 

 

 

By:

/s/ William Janetschek

 

 

Director

 

 

Signature Page to Amendment to Stockholders Agreement

 


 

DLJ Merchant Banking Partners III, L.P.

 

 

 

By: DLJ Merchant Banking III, Inc., as

 

Managing General Partner

 

 

 

 

 

By:

/s/ Kenneth J. Lohsen

 

 

 

 

Name:

Kenneth J. Lohsen

 

 

 

 

Title:

Managing Director

 

 

 

DLJ Merchant Banking III, Inc., as Advisory
General Partner on behalf of DLJ Offshore Partners
III-1, C.V. and as attorney-in-fact for DLJ Merchant
Banking III, L.P., as Associate General Partner of
DLJ Offshore Partners III-1, C.V.

 

 

 

By:

/s/ Kenneth J. Lohsen

 

 

 

 

Name:

Kenneth J. Lohsen

 

 

 

 

Title:

Managing Director

 

 

 

 

 

DLJ Merchant Banking III, Inc., as Advisory
General Partner on behalf of DLJ Offshore Partners
III-2, C.V. and as attorney-in-fact for DLJ Merchant
Banking III, L.P., as Associate General Partner of
DLJ Offshore Partners III-2, C.V.

 

 

 

By:

/s/ Kenneth J. Lohsen

 

 

 

 

Name:

Kenneth J. Lohsen

 

 

 

 

Title:

Managing Director

 

 

Signature Page to Amendment to Stockholders Agreement

 


 

DLJ Merchant Banking III, Inc., as Advisory
General Partner on behalf of DLJ Offshore Partners
III, C.V.

 

 

 

By:

/s/ Kenneth J. Lohsen

 

 

 

Name:

Kenneth J. Lohsen

 

 

 

Title:

Managing Director

 

 

 

 

 

DLJ MB Partners III GmbH & Co. KG

 

By:  DLJ Merchant Banking III, L.P.

 

Managing Limited Partner

 

By:  DLJ Merchant Banking III, Inc.

 

General Partner

 

 

 

By:

/s/ Kenneth J. Lohsen

 

 

 

Name:

Kenneth J. Lohsen

 

 

 

Title:

Managing Director

 

 

 

 

 

Millennium Partners II, L.P.

 

By:  DLJ Merchant Banking III, Inc.

 

Managing General Partner

 

 

 

By:

/s/ Kenneth J. Lohsen

 

 

 

Name:

Kenneth J. Lohsen

 

 

 

Title:

Managing Director

 

 

Signature Page to Amendment to Stockholders Agreement

 


 

MBP III Plan Investors, L.P.

 

By: DLJ LBO Plans Management Corporation

 

Managing General Partner

 

 

 

 

 

By:

/s/ Kenneth J. Lohsen

 

 

 

Name:

Kenneth J. Lohsen

 

 

 

Title:

President

 

 

Signature Page to Amendment to Stockholders Agreement