Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________
FORM 8-K
________________________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 21, 2018
________________________________________________________
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12148084&doc=3
________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware
001-36272
37-1744899
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1450 Centrepark Boulevard
Suite 210
West Palm Beach, Florida
33401
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:   (561) 207-9600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
o 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

o 





Item 1.01. Entry into a Material Definitive Agreement.
On March 21, 2018, Platform Specialty Products Corporation ("Platform"), MacDermid, Incorporated ("MacDermid") and certain subsidiaries of Platform, entered into and closed the transactions contemplated by an amendment ("Amendment No. 9") to the Second Amended and Restated Credit Agreement, dated as of August 6, 2014, as amended on October 1, 2014, November 3, 2014, February 13, 2015, December 3, 2015, October 14, 2016, December 6, 2016, April 18, 2017 and October 3, 2017 by and among, inter alios, Platform, MacDermid and certain subsidiaries of Platform from time to time parties thereto, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent and collateral agent (as amended, the "Credit Agreement"). Amendment No. 9 extended the maturity date of Platform's senior secured revolving facility under the Credit Agreement (the "Revolver") until June 7, 2020, subject to certain conditions, with total commitments of $410 million. Prior to the effective date of Amendment No. 9, the Revolver had a maturity date of June 7, 2019 and a total commitment amount of $485 million. As a result of Amendment No. 9, the Revolver capacity will be $485 million from June 8, 2018 to June 7, 2019 and $410 million from June 8, 2019 to June 7, 2020.
Except as set forth in Amendment No. 9 and above, the other terms of the Revolver remain identical and are otherwise subject to the provisions of the Credit Agreement.
The foregoing descriptions of Amendment No. 9 and the Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of Amendment No. 9, which is attached hereto as Exhibit 10.1, and the Second Amended and Restated Credit Agreement, dated as of August 6, 2014, as amended by Amendments No. 2, 3, 4, 5, 6, 7 and 8, each of which are included herewith as Exhibits 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8 and 10.9, respectively, and all of which are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index immediately following the signature page hereto, which is incorporated herein by reference.












SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
PLATFORM SPECIALTY PRODUCTS CORPORATION
(Registrant)
March 23, 2018
(Date)
 
/s/ John P. Connolly
John P. Connolly
Chief Financial Officer









Exhibit Index
Exhibit Number
Description
10.1
Amendment No. 9, dated March 21, 2018, among, inter alios, Platform, MacDermid, certain subsidiaries of Platform parties thereto, the lenders parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent
10.2
Second Amended and Restated Credit Agreement, dated as of August 6, 2014, among, inter alios, Platform, MacDermid, MacDermid Holdings, LLC, the subsidiaries of Platform from time to time parties thereto, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent and collateral agent (filed as Exhibit 10.1 to Platform's Current Report on Form 8-K filed on August 8, 2014, and incorporated herein by reference)
10.3
Amendment No. 2, dated August 6, 2014, among, inter alios, Platform, MacDermid, MacDermid Holdings, LLC, the subsidiaries of Platform from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (filed as Exhibit 10.2 to Platform’s Current Report on Form 8-K filed on August 8, 2014, and incorporated herein by reference)
10.4
Amendment No. 3, dated February 13, 2015, among, inter alios, Platform, MacDermid, MacDermid Holdings, LLC the subsidiaries of Platform from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (filed as Exhibit 10.1 to Platform’s Current Report on Form 8-K filed on February 17, 2015, and incorporated herein by reference)

10.5
Amendment No. 4, dated December 3, 2015, among, inter alios, Platform, MacDermid, the subsidiaries of Platform from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (filed as Exhibit 10.3 to Platform’s Current Report on Form 8-K filed on December 4, 2015, and incorporated herein by reference)

10.6
Amendment No. 5, dated October 14, 2016, among, inter alios, Platform, MacDermid, the subsidiaries of the borrowers from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (filed as Exhibit 10.1 to Platform’s Current Report on Form 8-K filed on October 17, 2016, and incorporated herein by reference)
10.7
Amendment No. 6, dated December 6, 2016, among, inter alios, Platform, MacDermid, the subsidiaries of the borrowers from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (filed as Exhibit 10.1 to Platform’s Current Report on Form 8-K filed on December 7, 2016, and incorporated herein by reference)

10.8
Amendment No. 7, dated April 18, 2017, among, inter alios, Platform, MacDermid, the subsidiaries of the borrowers from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (filed as Exhibit 10.1 to Platform’s Current Report on Form 8-K filed on April 18, 2017, and incorporated herein by reference)
10.9
Amendment No. 8, dated October 3, 2017, among, inter alios, Platform, MacDermid, MacDermid Holdings, LLC, the subsidiaries of the borrowers from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (filed as Exhibit 10.1 to Platform's Current Report on Form 8-K filed on October 3, 2017, and incorporated herein by reference)





Exhibit


EXHIBIT 10.1

Execution Version

AMENDMENT NO. 9
This AMENDMENT NO. 9, dated as of March 21, 2018 (together with all exhibits and schedules hereto, this “Amendment No. 9”), is entered into by MacDermid, Incorporated, a Connecticut corporation (“MacDermid”), Platform Specialty Products Corporation, a Delaware corporation (“PSP” and, together with MacDermid, the “US Borrowers”), certain subsidiaries of PSP party hereto, Barclays Bank PLC, as collateral agent and administrative agent (in such respective capacities, the “Collateral Agent” and the “Administrative Agent”; collectively, the “Agent”) and as the L/C Issuer and the Revolving Credit Lenders party hereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).
RECITALS
A.Pursuant to that certain Second Amended and Restated Credit Agreement, dated as of August 6, 2014, by and among the US Borrowers, MacDermid Agricultural Solutions Holdings B.V., a company organized under the laws of the Netherlands having its official seat in Amsterdam and registered with the Dutch trade register under number 61196029 (“BV Borrower”), Netherlands Agricultural Investment Partners LLC, a Delaware limited liability company (“NAIP”), MacDermid European Holdings B.V., a company organized under the laws of the Netherlands having its official seat in Etten-Leur and registered with the Dutch trade register under number 20086929 (“MEH BV”), MacDermid Funding LLC, a Delaware limited liability company (“MacDermid Funding” and, together with MEH BV, BV Borrower, NAIP and the US Borrowers, the “Borrowers”), the Agent, the lending institutions party thereto and the other agents and entities party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), the Lenders have extended, and have agreed to extend, credit to the Borrowers, including the Term Loans, the Revolving Credit Loans and Revolving Credit Commitments.
B.The US Borrowers, the other Loan Parties party hereto, the Agent, the L/C Issuer and the Revolving Credit Lenders party hereto have agreed to amend the Credit Agreement as provided in Section 1 hereof on the Amendment No. 9 Effective Date.
C.Each of the US Borrowers and the Loan Parties party hereto (each, a “Reaffirming Party” and, collectively, the “Reaffirming Parties”) expects to realize substantial direct and indirect benefits as a result of this Amendment No. 9 (including the agreements set forth in Section 1 hereof becoming effective and the consummation of the transactions contemplated thereby) and desires to reaffirm its obligations pursuant to the Collateral Documents to which it is a party.
D.(i) The US Borrowers have requested (it being understood and agreed that (x) this Amendment No. 9 shall constitute written notice of such request in accordance with Section 2.16 of the Credit Agreement and (y) the Administrative Agent shall be deemed satisfied with the timing of the delivery of such notice) that the Revolving Credit Lenders agree to (a) convert their existing Dollar Revolving Credit Commitments (the “Amendment No. 4 Extended Dollar Revolving Credit Commitments”) and existing Dollar Revolving Credit Loans (the “Amendment No. 4 Extended Dollar Credit Loans”) to a new Tranche of Dollar Revolving Credit Commitments (the “Amendment No. 9 Extended Dollar Revolving Credit Commitments”) and Dollar Revolving Credit Loans (the “Amendment No. 9 Extended Dollar Revolving Credit Loans”) having a Revolving Credit Maturity Date that is one year later than the Revolving Credit Maturity Date of the Amendment No. 4 Extended Dollar Revolving Credit Commitments and the Amendment No. 4 Extended Dollar Revolving Credit Loans and (b) convert their existing Multicurrency Revolving Credit Commitments (the “Amendment No. 4 Extended Multicurrency Revolving Credit Commitments” and, together with the Amendment No. 4 Extended Dollar Revolving Credit Commitments, the “Amendment No. 4 Extended Revolving Credit Commitments”) and existing Multicurrency Revolving Credit Loans (the “Amendment No. 4 Extended Multicurrency Revolving Credit Loans” and, together with the Amendment No. 4 Extended Dollar Revolving Credit Loans, the “Amendment No. 4 Extended Revolving Credit Loans”) to a new Tranche of

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Multicurrency Revolving Credit Commitments (the “Amendment No. 9 Extended Multicurrency Revolving Credit Commitments” and, together with the Amendment No. 9 Extended Dollar Revolving Credit Commitments, the “Amendment No. 9 Extended Revolving Credit Commitments”) and Multicurrency Revolving Credit Loans (the “Amendment No. 9 Extended Multicurrency Revolving Credit Loans”) having a Revolving Credit Maturity Date that is one year later than the Revolving Credit Maturity Date of the Amendment No. 4 Extended Multicurrency Revolving Credit Commitments and Amendment No. 4 Extended Multicurrency Revolving Credit Loans, in each case, in accordance with Section 2.16 of the Credit Agreement, (ii) subject to the terms and conditions set forth herein and in the Credit Agreement, each Revolving Credit Lender that executes and delivers a signature page to this Amendment No. 9 (each such Revolving Credit Lender, a “Amendment No. 9 Extended Revolving Lender”) hereby agrees to such conversions and the other amendments effectuated pursuant hereto and (iii) subject to the terms and conditions set forth herein and in the Credit Agreement, each other Lender that executes and delivers a signature page to this Amendment No. 9 hereby agrees to the amendments effectuated pursuant hereto.
NOW THEREFORE, in consideration of the promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
SECTION 1.Amendments to Credit Agreement as of the Amendment No. 9 Effective Date. The US Borrowers, the other Loan Parties, the Revolving Credit Lenders party hereto, the L/C Issuer and the Agent hereby agree that effective as of the Amendment No. 9 Effective Date,
(a)the Credit Agreement shall be amended, in accordance with the provisions of Sections 2.16 and 11.01 thereof, in the form of the Second Amended and Restated Credit Agreement set forth in Exhibit A hereto (i) by deleting each term thereof which is reflected in strike-through font and (ii) by inserting each term thereof which is reflected in double underlined font, in each case in the place where such term appears therein.
(b)Schedule 2.01 of the Credit Agreement shall be amended and restated in its entirety in the form attached hereto as Exhibit B.
SECTION 2.Amendment No. 9 Extended Revolving Credit Commitments. Subject to the satisfaction or waiver of the terms and conditions set forth in this Amendment No. 9 and in the Credit Agreement, as of the Amendment No. 9 Effective Date, (a) each Amendment No. 9 Extended Revolving Lender (i) consents to the terms of this Amendment No. 9, (ii) irrevocably agrees that all of its Amendment No. 4 Extended Dollar Revolving Credit Loans and Amendment No. 4 Extended Revolving Credit Commitments (or, in each case, such lesser amount allocated to such Lender by the Administrative Agent in its sole discretion) will be exchanged on a cashless basis for Amendment No. 9 Extended Dollar Revolving Credit Loans and Amendment No. 9 Extended Dollar Revolving Credit Commitments and (iii) irrevocably agrees that all of its Amendment No. 4 Extended Multicurrency Revolving Credit Loans and Amendment No. 4 Extended Multicurrency Revolving Credit Commitments (or, in each case, such lesser amount allocated to such Lender by the Administrative Agent in its sole discretion) will be exchanged on a cashless basis for Amendment No. 9 Extended Multicurrency Revolving Credit Loans and Amendment No. 9 Extended Multicurrency Revolving Credit Commitments (provided that the aggregate principal amount of Amendment No. 4 Extended Revolving Commitments exchanged for Amendment No. 9 Extended Revolving Commitments in accordance with the foregoing shall not exceed $435.0 million) and (b) the Amendment No. 4 Extended Revolving Credit Loans and Amendment No. 4 Extended Revolving Credit Commitments (i) of each Revolving Credit Lender that does not agree to the exchange of its Amendment No. 4 Extended Revolving Credit Loans and Amendment No. 4 Extended Revolving Credit Commitments or (ii) that are otherwise not exchanged pursuant to the foregoing, in each case, will remain outstanding as Amendment No. 4 Extended Revolving Credit Loans and Amendment No. 4 Extended Revolving Credit Commitments on the same terms as in existence prior to the Amendment No. 9 Effective Date.
SECTION 3.Representations and Warranties. The US Borrowers and the other Loan Parties party hereto represent and warrant to the Agent, the L/C Issuer and the Lenders as of the Amendment No. 9 Effective Date that:
(a)The execution, delivery and performance by each Loan Party that is a party hereto of this Amendment No. 9 and all other documents executed in connection herewith to which such Person is or is to

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be a party, and the consummation of the transactions contemplated herein and therein, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any material Lien under, or require any material payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law that would adversely affect the rights of the Lenders, the Administrative Agent or the Collateral Agent under the Loan Documents.
(b)This Amendment No. 9 and each other document executed in connection herewith has been duly executed and delivered by each Loan Party that is a party hereto and thereto. This Amendment No. 9 and each other document executed in connection herewith constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party hereto in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).
(c)(i) Immediately before and after the Amendment No. 9 Effective Date, no Default or Event of Default has occurred and is continuing, (ii) all representations and warranties of Holdings, each Borrower and each other Loan Party contained in Article VI of the Credit Agreement or any other Loan Document (other than, solely with respect to Autotype Holdings (USA) Inc.), such representation and warranty contained in Section 6.01(a) of the Credit Agreement are true and correct in all material respects on and as of such dates, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, and (iii) if as of the Amendment No. 9 Effective Date and after giving effect thereto the aggregate Outstanding Amount of Revolving Loans and all L/C Obligations shall in the aggregate exceed 25% of the used and unused Revolving Credit Commitments, the financial covenant set forth in Section 8.10(a) of the Credit Agreement shall be satisfied, calculated at the time of the Amendment No. 9 Effective Date by looking back to the last day of the prior fiscal quarter to determine if PSP would have been in compliance with the financial covenant set forth in Section 8.10(a) of the Credit Agreement as of such fiscal quarter end as if the financial covenant had been tested for such fiscal quarter (on a Pro Forma Basis and after giving pro forma effect to the Credit Extensions made on the Amendment No. 9 Effective Date).
(d)Neither the amendment of the Credit Agreement effected on the Amendment No. 9 Effective Date pursuant to this Amendment No. 9 nor the execution, delivery, performance or effectiveness of this Amendment No. 9: (i) impairs (or will impair as of the Amendment No. 9 Effective Date) the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document (as defined in the Credit Agreement), and such Liens continue unimpaired with the same priority to secure repayment of the Obligations (as defined in the Credit Agreement), whether heretofore or hereafter incurred or (ii) requires (or will require as of the Amendment No. 9 Effective Date) that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens (other than any filings in connection with the addition of new Loan Parties and any actions contemplated by Section 7.12 and Section 7.14(b) of the Credit Agreement).
SECTION 4.Consent Fee. The US Borrowers agree to pay to the Administrative Agent for the account of each Amendment No. 9 Extended Revolving Lender that irrevocably and unconditionally submits an executed signature page to this Amendment No. 9 to the Administrative Agent at or prior to 12:00 noon (New York City time) on March , 2018, a consent fee (the “Consent Fee”) in an amount equal to 0.10% of the aggregate principal amount of Amendment No. 9 Extended Revolving Credit Commitments allocated to such Amendment No. 9 Extended Revolving Lender on the Amendment No. 9 Effective Date.

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The Consent Fee shall be payable in immediately available funds on, and subject to the occurrence of, the Amendment No. 9 Effective Date, shall be irrevocable, shall not be subject to setoff or counterclaim and shall be in addition to any other amounts referred to in Section 5(c) and (i) hereof.
SECTION 5.Conditions to the Amendment No. 9 Effective Date. This Amendment No. 9 shall become a binding agreement of the parties hereto and the agreements set forth herein and the amendments set forth in Section 1 shall each become effective on the date (the “Amendment No. 9 Effective Date”) on which each of the following conditions is satisfied or waived:
(a)The Administrative Agent shall have received from (i) the US Borrowers and the other Loan Parties party hereto, (ii) the Majority Facility Lenders in respect of the Revolving Credit Facility, (iii) each Amendment No. 9 Extended Revolving Credit Lender and (iv) the L/C Issuer a counterpart of this Amendment No. 9 signed on behalf of such party.
(b)The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or foreign representative of each US Borrower and each Loan Party that is party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such US Borrower and each such Loan Party authorizing the execution, delivery and performance of this Amendment No. 9 (and the Loan Documents or other documents executed in connection therewith or herewith in each case as amended on the Amendment No. 9 Effective Date), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each Loan Party hereto certified by the relevant authority of the jurisdiction of organization of such Loan Party (to the extent relevant and available in the jurisdiction of organization of such Loan Party) and copies of the by-laws or operating, management, partnership or similar agreement (to the extent applicable and/or relevant and available in the jurisdiction of organization of such Loan Party) of each Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) (or, in the case of the US Borrowers and each Domestic Subsidiary, if applicable, a certification that there has been no change to the organizational documents of such entity previously delivered to the Administrative Agent on October 31, 2013, August 6, 2014, November 3, 2014, February 13, 2015, July 13, 2015, December 3, 2015, January 28, 2016, April 13, 2016, October 14, 2016, December 6, 2016, April 18, 2017 or October 3, 2017, as applicable, and that such organizational documents remain in full force and effect as of the Amendment No. 9 Effective Date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such US Borrower and each such Loan Party and (iv) the good standing (or subsistence or existence) of each such US Borrower and each such Loan Party (other than Autotype Holdings (USA), Inc.) from the Secretary of State (or similar state, province or foreign official) of the state, province or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party).
(c)The US Borrowers shall have paid (i) to the Agent all reasonable out-of-pocket costs and expenses of the Agent required in connection with this Amendment No. 9 pursuant to Section 11.04 of the Credit Agreement and (ii) to the Agent all reasonable and documented out-of-pocket costs, expenses and fees (including any payment of fees separately agreed to by PSP and the Agent) that are due on or before to the Amendment No. 9 Effective Date, including expenses associated with the arrangement, negotiation and preparation of this Amendment No. 9, and the reasonable and documented fees, disbursements and other charges of one firm of counsel, Latham & Watkins LLP, plus one local counsel in each appropriate jurisdiction.
(d)The Administrative Agent shall have received the executed legal opinions of (i) Kane Kessler P.C., counsel to the US Borrowers, and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the US Borrowers and the other Loan Parties party hereto in the jurisdictions listed on Schedule 1 hereto, as customary for transactions of this type.

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(e)The Administrative Agent shall have received a completed standard “life of loan” flood hazard determination form for each Domestic Mortgaged Property, and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (A) a notification to the Borrowers (“Borrowers’ Notice”) and (if applicable) notification to the Borrowers that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 (collectively, the “Flood Laws”) is not available because the applicable community does not participate in the NFIP, (B) documentation evidencing the Borrowers’ receipt of the Borrowers’ Notice (e.g., countersigned Borrowers’ Notice, return receipt of certified U.S. Mail, or overnight delivery), and (C) if Borrowers’ Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Borrowers’ application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Collateral Agent and in compliance with the Flood Laws.
(f)Each Loan Party that is party hereto on the Amendment No. 9 Effective Date shall have delivered those documents reasonably requested, each in form and substance reasonably satisfactory to the Administrative Agent (and not in contravention of the Agreed Security Principles), to maintain, perfect and protect the liens and securities interests granted by any such Loan Party to the Collateral Agent, and in connection therewith the Collateral Agent shall receive such legal opinions and other documentation as may be reasonably requested by the Collateral Agent (including, without limitation, delivery of customary closing certificates, lien searches, local filings and registrations).
(g)The Administrative Agent shall have received confirmation that (i) the representations and warranties of the Loan Parties contained in Section 3 shall be true and correct in all materials respects and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment No. 9 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) at the time of the Amendment No. 9 Effective Date (and after giving effect thereto) no Default or Event of Default shall exist.
(h)The Consent Fee payable in immediately available funds in accordance with Section 4 hereof shall have been received by the Administrative Agent.
(i)The Administrative Agent shall have received all fees due and payable by the US Borrowers on the Amendment No. 9 Effective Date as separately agreed to by such parties and the US Borrowers shall have paid any other fees separately agreed that are due and payable on the Amendment No. 9 Effective Date.
Each party hereto agrees that their respective signatures to this Amendment No. 9, once delivered, are irrevocable and may not be withdrawn. Each Lender, by delivering its signature page to this Amendment No. 9, shall be deemed to have consented to, approved and accepted each of the amendments to the Credit Agreement set forth in Section 1 hereof.
SECTION 6.Post-Closing Covenants. Each Loan Party hereto warrants, covenants and agrees with the Agent, the Lenders and the L/C Issuer that each relevant Loan Party will execute and deliver the documents and complete the tasks set forth on Schedule 2 hereto that are applicable to such Loan Party, in each case within the time limits specified on such Schedule 2 (or such longer period as the Administrative Agent may agree in its sole discretion).
SECTION 7.Counterparts. This Amendment No. 9 and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or e-mail (including “.pdf” or “.tif”) of an executed counterpart of a signature page to this Amendment No. 9 and each other Loan Document shall be effective as delivery of an original

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executed counterpart of this Amendment No. 9 and such other Loan Document. The Administrative Agent may also require that any such documents and signatures delivered by telecopier or e-mail (including “.pdf” or “.tif”) be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or e-mail (including “.pdf” or “.tif”).
SECTION 8.Applicable Law. THIS AMENDMENT NO. 9 AND ANY OTHER LOAN DOCUMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AMENDMENT NO. 9 OR ANY OTHER LOAN DOCUMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS).
SECTION 9.Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Amendment No. 9 and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment No. 9.
SECTION 10.Effect of Amendment.    
(a)Except as expressly set forth herein, this Amendment No. 9 shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the L/C Issuer or the Agents under the Credit Agreement or any other Loan 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 any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto expressly acknowledge that it is not their intention that this Amendment No. 9 or any of the other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, but a modification thereof pursuant to the terms contained herein. As of the Amendment No. 9 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment No. 9 and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment No. 9 as of the Amendment No. 9 Effective Date. This Amendment No. 9 shall constitute a Loan Document (as defined in the Credit Agreement, both before and after giving effect to the amendment thereof hereby).
(b)    Except as provided herein, (i) the Amendment No. 9 Extended Dollar Revolving Credit Commitments and Amendment No. 9 Extended Dollar Revolving Credit Loans shall be treated as Revolving Credit Commitments and Revolving Credit Loans, respectively, and (ii) the Amendment No. 9 Extended Multicurrency Revolving Credit Commitments and Amendment No. 9 Extended Multicurrency Credit Loans shall be treated as Revolving Credit Commitments and Revolving Credit Loans, respectively, for all purposes under the Credit Agreement, including without limitation with respect to maturity, prepayments, repayments, interest rate and other economic terms.
SECTION 11.Affirmation. Each Loan Party which is a party hereto (i) reaffirms its obligations under the Loan Documents to which it is a party, (ii) acknowledges and agrees that all of its obligations under the Pledge and Security Agreement and the other Collateral Documents to which it is party are reaffirmed and remain in full force and effect on a continuous basis, (iii) reaffirms each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties and its guarantees made pursuant to the Guaranty (both before and after the Amendment No. 9 Effective Date) and (iv) confirms that its guarantee under the Guaranty and its obligations under any other Collateral Document

6



(both before and after the Amendment No. 9 Effective Date), as applicable, shall apply to the Borrowers’ obligations under the Credit Agreement (including as amended hereby).
SECTION 12.Submission to Jurisdiction; WAIVERS OF JURY TRIAL. Section 11.16(b) and (c) of the Credit Agreement is hereby incorporated by reference herein. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING OR DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT NO. 9 OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 13.FATCA.
(a)For purposes of determining withholding Taxes imposed under FATCA, the US Borrowers and the Administrative Agent shall treat (and the Revolving Credit Lenders party hereto hereby authorize the Administrative Agent to treat) the Revolving Credit Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
(b)The US Borrowers and the Administrative Agent request each Lender to provide the U.S. federal income tax documentation as required under Section 11.14 of the Credit Agreement (including documentation required under Section 11.14(c) of the Credit Agreement to allow the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment).
SECTION 14.Certain ERISA Matters.
(a)Each Lender party hereto (x) represents and warrants, as of the date such Person became a Lender under the Credit Agreement, to, and (y) covenants, from the date such Person became a Lender under the Credit Agreement to the date such Person ceases being a Lender under the Credit Agreement, for the benefit of, the Administrative Agent and its respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Borrower or any other Loan Party, that at least one of the following is and will be true:
(i)such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,
(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such “Qualified Professional Asset Manager” made the investment decision on behalf of such Lender to enter into, participate in, administer and perform

7



with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, or
(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
(b)In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender under the Credit Agreement, to, and (y) covenants, from the date such Person became a Lender under the Credit Agreement to the date such Person ceases being a Lender under the Credit Agreement, for the benefit of, the Administrative Agent and its respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Borrower or any other Loan Party, that:
(i)none of the Administrative Agent or any of its respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, the Credit Agreement, any other Loan Document or any documents related hereto or thereto),
(ii)the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance with respect to the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),
(iii)the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance with respect to the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),
(iv)the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance with respect to the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and
(v)no fee or other compensation is being paid directly to the Administrative Agent or any its respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.
The Administrative Agent hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender, or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement

8



fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.
[Signature pages follow]


9



IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 9 to be duly executed as of the date first above written.
MACDERMID, INCORPORATED
By: /s/ Scot R. Benson    
Name:
Scot R. Benson        
Title:
President     
PLATFORM SPECIALTY PRODUCTS CORPORATION
By: /s/ John P. Connolly    
Name:
John P. Connolly    
Title:
Chief Financial Officer     


[Signature Page to Amendment No. 9]



    
ALENT USA HOLDING, INC.
ALENT INVESTMENTS, INC.
ALENT, INC.
AR MEXICAN HOLDINGS, INC.
AUTOTYPE HOLDINGS (USA) INC.
BAYPORT CHEMICAL SERVICE, INC.
CANNING GUMM, LLC
COMPUGRAPHICS U.S.A. INC.
ECHO INTERNATIONAL, INC.
EI LIQUIDATION, INC.
MACDERMID ANION, INC.
MACDERMID ACUMEN, INC.
MACDERMID AUTOTYPE INCORPORATED
MACDERMID BRAZIL, INC.
MACDERMID ENTHONE INC.
MACDERMID EUROPEAN CAPITAL INVESTMENTS I, LLC
MACDERMID EUROPEAN CAPITAL INVESTMENTS II, LLC
MACDERMID ENTHONE AMERICA LLC
MACDERMID GRAPHICS SOLUTIONS, LLC
MACDERMID GROUP, INC.
MACDERMID HOLDINGS, LLC
MACDERMID HOUSTON, INC.
MACDERMID INTERNATIONAL INVESTMENTS, LLC
MACDERMID INVESTMENT CORP.
MACDERMID OFFSHORE SOLUTIONS, LLC
MACDERMID OVERSEAS ASIA LIMITED
MACDERMID PRINTING SOLUTIONS ACUMEN, INC.
MACDERMID SOUTH AMERICA, INCORPORATED
MACDERMID SOUTH ATLANTIC, INCORPORATED
MACDERMID TEXAS, INC.
MACDERMID US HOLDINGS, LLC
MRD ACQUISITION CORP.
NAPP PRINTING PLATE DISTRIBUTION, INC.
NAPP SYSTEMS INC.
OMI INTERNATIONAL CORPORATION
PLATFORM DELAWARE HOLDINGS, INC.
SPECIALTY POLYMERS, INC.
W. CANNING INC.
W. CANNING USA, LLC
By: /s/ John Connolly    
Name:
John Connolly    
Title:
President


[Signature Page to Amendment No. 9]





DUTCH AGRICULTURAL INVESTMENT PARTNERS LLC
ARYSTA LIFESCIENCE INC.
MACDERMID MAS LLC
By: /s/ Todd Zagorec    
Name:
Todd Zagorec    
Title:
Secretary
DYNACIRCUITS, LLC
By:    MacDermid, Incorporated, its member
By: /s/ Scot R. Benson    
Name:
Scot R. Benson    
Title:
President     
By:    Echo International, Inc., its member
By: /s/ John Connolly    
Name:
John Connolly    
Title:
President
MACDERMID INTERNATIONAL PARTNERS
By:    MacDermid, Incorporated, its partner
By: /s/ Scot R. Benson    
Name:
Scot R. Benson    
Title:
President
By:    MacDermid Overseas Asia Limited, its partner
By: /s/ John Connolly    
Name:
John Connolly    
Title:
President


[Signature Page to Amendment No. 9]



W. CANNING LTD.
By:    MacDermid Houston, Inc., its General Partner
By: /s/ John Connolly    
Name:
John Connolly    
Title:
President
By:
MacDermid Texas, Inc., its Limited Partner
By: /s/ John Connolly    
Name:
John Connolly    
Title:
President
ARYSTA LIFESCIENCE MANAGEMENT COMPANY, LLC
By: /s/ Todd Zagorec    
Name:
Todd Zagorec    
Title:
Manager
ARYSTA LIFESCIENCE NA HOLDING LLC
By:
Arysta LifeScience Japan Holdings Godo Kaisha, its sole member
By:
MacDermid Agricultural Solutions, Inc., its managing member
By: /s/ Todd Zagorec    
Name:
Todd Zagorec    
Title:
Secretary


[Signature Page to Amendment No. 9]



ARYSTA LIFESCIENCE NORTH AMERICA, LLC

By: /s/ Rico Christensen    
Name:
Rico Christensen    
Title:
President
ROCKVILLE VENTURE, LLC
By:    MacDermid, Incorporated, its sole member
By: /s/ Scot R. Benson    
Name:
Scot R. Benson    
Title:
President
VERNON-ROCKVILLE VENTURE, LLC
By:    Rockville Venture, LLC, its sole member
By:    MacDermid, Incorporated, its sole member
By: /s/ Scot R. Benson    
Name:
Scot R. Benson    
Title:
President
ALPHA ASSEMBLY SOLUTIONS INC.
By: /s/ John Connolly    
Name:
John Connolly    
Title:
Vice President
ARYSTA LIFESCIENCE AMERICA INC.
By: /s/ Toyokazu Matsumoto    
Name:
Toyokazu Matsumoto    
Title:
President


[Signature Page to Amendment No. 9]



MACDERMID AMERICAS ACQUISITIONS INC.
By: /s/ Scot R. Benson    
Name:
Scot R. Benson    
Title:
Director


[Signature Page to Amendment No. 9]



BARCLAYS BANK PLC,
as Agent, L/C Issuer and Revolving Credit Lender
By: /s/ Vanessa Kurbatskiy    
Name:
Vanessa Kurbatskiy    
Title:
Vice President


[Signature Page to Amendment No. 9]



CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as a Revolving Credit Lender
By: /s/ John Toronto    
Name:
John Toronto    
Title:
Authorized Signatory        
By: /s/ Lingzi Huang    
Name:
Lingzi Huang    
Title:
Authorized Signatory


[Signature Page to Amendment No. 9]



CITIBANK, NA, as a Revolving Credit Lender
By: /s/ Jyothi Narayanan    
Name:
Jyothi Narayanan    
Title:
Vice President    


[Signature Page to Amendment No. 9]



CREDIT AGRICOLE CREDIT AND INVESTMENT BANK , as a Revolving Credit Lender
By: /s/ Gordon Yip    
Name:
Gordon Yip    
Title:
Director        
By: /s/ Dan Fahey    
Name:
Dan Fahey    
Title: Vice President


[Signature Page to Amendment No. 9]



DEUTSCHE BANK NEW YORK, as a Revolving Credit Lender
By: /s/ Marguerite Sutton     
Name:
Marguerite Sutton    
Title:
Vice President         
By: /s/ Maria Guinchard    
Name:
Maria Guinchard    
Title: Vice President


[Signature Page to Amendment No. 9]



HSBC BANK U.S.A., N.A. , as a Revolving Credit Lender
By: /s/ Richard Jackson     
Name:
Richard Jackson    
Title:
Managing Director


[Signature Page to Amendment No. 9]



NOMURA CORPORATE FUNDING AMERICAS, LLC, as a Revolving Credit Lender
By: /s/ Lee Olive    
Name:
Lee Olive     
Title:
Managing Director


[Signature Page to Amendment No. 9]



GOLDMAN SACHS BANK USA, as a Revolving Credit Lender
By: /s/ Rebecca Kratz    
Name:
Rebecca Kratz    
Title:
Authorized Signatory


[Signature Page to Amendment No. 9]



UBS AG, STAMFORD BRANCH, as a Revolving Credit Lender
By: /s/ Houssem Daly    
Name:
Houssem Daly    
Title:
Associate Director        
By: /s/ Craig Pearson    
Name:
Craig Pearson
Title:
Associate Director


[Signature Page to Amendment No. 9]



KKR REVOLVING CREDIT PARTNERS, LP, as a Revolving Credit Lender
By: /s/ Jeffrey Smith    
Name:
Jeffrey Smith    
Title:    Authorized Signatory


[Signature Page to Amendment No. 9]



EXHIBIT A


SECOND AMENDED AND RESTATED CREDIT AGREEMENT

amended and restated as of August 6, 2014

among


MACDERMID, INCORPORATED and PLATFORM SPECIALTY PRODUCTS CORPORATION,
as US Borrowers,
MACDERMID AGRICULTURAL SOLUTIONS HOLDINGS B.V. and NETHERLANDS AGRICULTURAL INVESTMENT PARTNERS LLC,
as Euro Tranche C-5 Term Loan Borrowers,
MACDERMID EUROPEAN HOLDINGS B.V. and MACDERMID FUNDING LLC,
as Euro Tranche C-6 Term Loan Borrowers,
CERTAIN SUBSIDIARIES OF PLATFORM SPECIALTY PRODUCTS CORPORATION,
as Subsidiary Guarantors,


THE LENDERS PARTY HERETO,
BARCLAYS BANK PLC,
as Administrative Agent and Collateral Agent,
CREDIT SUISSE SECURITIES (USA) LLC,
as Syndication Agent
______________________________

BARCLAYS BANK PLC
as Sole Lead Arranger and Sole Bookrunner



i



TABLE OF CONTENTS
 
 
 
Page
 
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
2

1.01

Defined Terms
2

1.02

Other Interpretive Provisions
66

1.03

Accounting Terms
67

1.04

Rounding
67

1.05

References to Agreements and Laws
67

1.06

Times of Day
67

1.07

Letter of Credit Amounts
67

1.08

Conversion of Foreign Currencies
68

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
68

2.01

The Loans
68

2.02

Borrowings, Conversions and Continuations of Loans
70

2.03

Letters of Credit
73

2.04

Reserved
82

2.05

Prepayments
82

2.06

Termination or Reduction of Commitments
86

2.07

Repayment of Loans
87

2.08

Interest
91

2.09

Fees
91

2.10

Computation of Interest and Fees
92

2.11

Evidence of Indebtedness
92

2.12

Payments Generally
93

2.13

Sharing of Payments
94

2.14

Incremental Facilities
95

2.15

Defaulting Lender
98

2.16

Extension of Term Loans and Revolving Credit Commitments
101

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
104

3.01

Taxes
104

3.02

Illegality
106

3.03

Inability to Determine Rates
106

3.04

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans
106

3.05

Funding Losses
107

3.06

Matters Applicable to all Requests for Compensation.
108

3.07

Pro Rata Treatment
108

3.08

Survival
108

ARTICLE IV GUARANTY
109

4.01

The Guaranty
109

4.02

Obligations Unconditional
109


ii



4.03

Reinstatement
110

4.04

Certain Additional Waivers
110

4.05

Remedies
110

4.06

Rights of Contribution
110

4.07

Guarantee of Payment; Continuing Guarantee
111

4.08

Limitation on guarantee given by French Guarantors
111

4.09

Limitation of Guarantees given by Belgian Guarantors
111

4.10

Limitation of Guarantees given by Mexican Guarantors
112

ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
112

5.01

Reserved
112

5.02

Conditions to all Credit Extensions
112

ARTICLE VI REPRESENTATIONS AND WARRANTIES
113

6.01

Existence, Qualification and Power; Compliance with Laws
113

6.02

Authorization; No Contravention
113

6.03

Governmental Authorization; Other Consents
113

6.04

Binding Effect
114

6.05

Financial Statements; No Material Adverse Effect
114

6.06

Litigation
114

6.07

No Default
114

6.08

Properties
114

6.09

Environmental Compliance
115

6.10

Insurance
115

6.11

Taxes
116

6.12

ERISA Compliance
116

6.13

Subsidiaries; Equity Interests
117

6.14

Margin Regulations; Investment Company Act
117

6.15

Disclosure
117

6.16

Compliance with Laws
118

6.17

Intellectual Property; Licenses, Etc
118

6.18

Solvency
118

6.19

Casualty, Etc
118

6.20

Perfection, Etc
118

6.21

Swap Obligations
118

6.22

Labor Matters
118

6.23

OFAC and FCPA
119

6.24

Senior Indebtedness
119

6.25

Centre of Main Interests and Establishments
119

6.26

Borrowers
119

ARTICLE VII AFFIRMATIVE COVENANTS
119

7.01

Financial Statements
119

7.02

Certificates; Other Information
120

7.03

Notices
122

7.04

Payment of Obligations
122


iii



7.05

Preservation of Existence, Etc
123

7.06

Maintenance of Properties
123

7.07

Maintenance of Insurance
123

7.08

Compliance with Laws
123

7.09

Books and Records
123

7.10

Inspection Rights
123

7.11

Use of Proceeds
124

7.12

Additional Collateral
124

7.13

Compliance with Environmental Laws
128

7.14

Further Assurances
128

7.15

Collateral and Guarantee Limitations
129

7.16

Credit Rating
129

7.17

Post-Closing Matters
130

7.18

OFAC and FCPA
130

7.19

Borrowers
130

ARTICLE VIII NEGATIVE COVENANTS
130

8.01

Liens
130

8.02

Indebtedness
132

8.03

Fundamental Changes
135

8.04

Dispositions
135

8.05

Restricted Payments
136

8.06

Change in Nature of Business
138

8.07

Transactions with Affiliates
139

8.08

Burdensome Agreements
139

8.09

Use of Proceeds
141

8.10

Financial Covenants
141

8.11

Amendments of Organization Documents and Certain Other Agreements
142

8.12

Accounting Changes
142

8.13

Sale and Leaseback Transactions
142

8.14

No Other “Designated Senior Indebtedness”
142

8.15

COMI Shift
142

8.16

UK Pensions
142

ARTICLE IX EVENTS OF DEFAULT AND REMEDIES
143

9.01

Events of Default
143

9.02

Remedies Upon Event of Default
145

9.03

Application of Funds
145

ARTICLE X THE AGENTS AND THE ARRANGER
146

10.01

Appointment and Authority
146

10.02

Delegation of Duties
147

10.03

Rights as a Lender
147

10.04

Exculpatory Provisions
147

10.05

Reliance by Agents
148

10.06

Non-Reliance on Agents and Other Lenders
148


iv



10.07

Resignation of Agent
149

10.08

Administrative Agent May File Proofs of Claim
149

10.09

Collateral and Guaranty Matters
150

10.10

No Other Duties, Etc
150

ARTICLE XI MISCELLANEOUS
151

11.01

Amendments, Etc
151

11.02

Notices and Other Communications; Facsimile Copies
152

11.03

No Waiver; Cumulative Remedies
154

11.04

Expenses; Indemnity; Damage Waiver
154

11.05

Payments Set Aside
156

11.06

Successors and Assigns
156

11.07

Confidentiality
161

11.08

Setoff
162

11.09

Interest Rate Limitation
162

11.10

Counterparts
163

11.11

Integration
163

11.12

Survival of Representations and Warranties
163

11.13

Severability
163

11.14

Tax Forms
163

11.15

Replacement of Lenders
165

11.16

Governing Law
165

11.17

Binding Effect
166

11.18

Waiver of Right to Trial by Jury
166

11.19

USA PATRIOT Act Notice
167

11.20

Waiver of Notice of Termination
167

11.21

Headings
167

11.22

Power of Attorney
167

11.23

Judgment Currency
167

11.24

Co-Borrowers
168

11.25

Parallel Debt
170

11.26

VAT
171

11.27

Euro Tranche C-5 Term Loan Co-Borrowers
172

11.28

Euro Tranche C-4 Term Loan Co-Borrowers.
175

11.29

Acknowledgement and Consent to Bail-In of EEA Financial Institutions
177


SCHEDULES

1.01(a)    Existing Letters of Credit
1.01(c)    Mortgaged Properties
1.01(d)    Existing Investments
1.01(e)     Dormant Subsidiaries
1.01(f)    Subsidiary Guarantors
2.01    Commitments and Pro Rata Shares
6.06    Litigation
6.09    Environmental Matters
6.12    ERISA    
6.13    Subsidiaries

v



6.17    Intellectual Property Matters
6.22    Labor Matters
7.17     Post-Closing Matters
8.01(c)    Existing Liens
8.02    Existing Indebtedness
8.04    Certain Dispositions
11.02    Administrative Agent’s Office, Certain Addresses for Notices


EXHIBITS

A    Assignment and Assumption
B    Committed Loan Notice
C    Compliance Certificate
D    Intellectual Property Security Agreement
E    Reserved
F    Mortgage
G    Perfection Certificate
H    Pledge and Security Agreement
I    Subsidiary Joinder Agreement
J-1    Term Loan Note
J-2    Dollar Revolving Note
J-3    Multicurrency Revolving Note
K    L/C Credit Extension Request
L    Prepayment Notice


vi



SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amended and Restated Credit Agreement is amended and restated as of August 6, 2014 among MACDERMID HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MACDERMID, INCORPORATED, a Connecticut corporation (“MacDermid”), as a Revolving Credit Borrower and a Term Loan Borrower (each as defined below), PLATFORM SPECIALTY PRODUCTS CORPORATION (F/K/A PLATFORM ACQUISITION HOLDINGS LIMITED) (“PSP”), as a Revolving Credit Borrower and a Term Loan Borrower, certain Subsidiaries of Holdings and PSP from time to time party hereto (each a “Subsidiary Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”), as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) and L/C Issuer, with CREDIT SUISSE SECURITIES (USA) LLC, as syndication agent (in such capacity, the “Syndication Agent”) and with DEUTSCHE BANK SECURITIES INC. and UBS SECURITIES LLC, as co-documentation agents (in such capacities, the “Co-Documentation Agents”).
WHEREAS, MacDermid is party to that certain First Lien Credit Agreement dated as of June 7, 2013, among MacDermid, the several lenders and other parties from time to time parties thereto and Credit Suisse AG, as administrative agent and collateral agent (the “Existing First Lien Credit Agreement”);
WHEREAS, pursuant to that certain Resignation and Appointment Agreement dated as of October 31, 2013, Credit Suisse AG, the Current Collateral Agent and Current Administrative Agent (each as defined therein), has resigned as collateral agent and administrative agent effective as of the Amendment No. 1 Effective Date and Barclays Bank PLC shall serve as Successor Collateral Agent and Successor Administrative Agent (each as defined therein) in such capacities from and after the Amendment No. 1 Effective Date;
WHEREAS, the Existing First Lien Credit Agreement was amended and restated on October 31, 2013 pursuant to Amendment No. 1 (the “Existing Amended and Restated Credit Agreement”); and
WHEREAS, the Required Lenders and other parties to Amendment No. 2 have agreed to amend and restate the Existing Amended and Restated Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by such parties that the Loans and any Letters of Credit outstanding as of the Amendment No. 2 Effective Date and other “Obligations” under (and as defined in) the Existing Amended and Restated Credit Agreement (including indemnities) shall be governed by and deemed to be outstanding under this Agreement with the intent that the terms of this Agreement shall supersede the terms of the Existing Amended and Restated Credit Agreement (which shall hereafter have no further effect upon the parties thereto other than with respect to any action, event, representation, warranty or covenant occurring, made or applying prior to the Amendment No. 2 Effective Date), and all references to the Existing Amended and Restated Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof; provided that (1) the grants of security interests, Mortgages and Liens under and pursuant to the Loan Documents shall continue unaltered to secure, guarantee, support and otherwise benefit the Obligations of MacDermid and the other Loan Parties under the Existing Amended and Restated Credit Agreement and this Agreement and each other Loan Document and each of the foregoing shall continue in full force and effect in accordance with its terms except as expressly amended thereby or hereby or by Amendment No. 2, and the parties hereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement, (2) the letters of credit identified on Schedule 1.1(a) hereto shall be deemed to be Letters of Credit for all purposes under this Agreement and (3) it is agreed and understood that this Agreement does not constitute a novation, satisfaction, payment or reborrowing of any Obligation under the Existing Amended and Restated Credit Agreement or any other Loan Document except as expressly modified by this Agreement, nor does it operate as a waiver of any right, power or remedy of any Lender under any Loan Document.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

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ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.01    Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
2022 Senior Notes” means those certain 6.50% senior notes due 2022 denominated in Dollars issued pursuant to the terms of the 2022 Senior Notes Indenture.
2022 Senior Notes Indenture” means that certain Indenture, dated February 2, 2015, among PSPC Escrow Corp., Computershare Trust Company, N.A., as trustee, and Société Générale Bank & Trust, as paying agent, registrar and transfer agent for the EUR Notes (as defined therein), as amended by that certain First Supplemental Indenture, dated February 13, 2015, among PSP, the Initial Guarantors named therein, Computershare Trust Company, N.A., as trustee, and Société Générale Bank & Trust, as paying agent, registrar and transfer agent, and as further amended by that certain Second Supplemental Indenture, dated May 20, 2015, that certain Third Supplemental Indenture, dated January 26, 2016, and that certain Fourth Supplemental Indenture, dated April 13, 2016, each as among PSP, each of the subsidiaries of PSP identified as a “Subsequent Guarantor” on the signature pages thereto, the other Guarantors (as defined in the 2022 Senior Notes Indenture), Computershare Trust Company, N.A., as trustee, and Société Générale Bank & Trust, as paying agent, registrar and transfer agent.
Acquired Entity” has the meaning specified in the definition of “Permitted Acquisition”.
Acquired Indebtedness” means with respect to any specified Person (i) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, provided such Indebtedness is not incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
Act” has the meaning specified in Section 11.19.
Additional Borrower” has the meaning specified in Section 2.14(a); provided, that, for purposes of Section 11.24 no Borrower organized outside of the United States shall be deemed an Additional Borrower.
Administrative Agent” has the meaning specified in the preamble hereto.
Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify MacDermid and the Lenders.
Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
Advisory Agreement” means the Advisory Services Agreement, dated as of October 31, 2013 between PSP and Mariposa Capital, LLC.
Affiliate” means, with respect to any Person, another Person (other than, in the case of the Loan Parties, a Subsidiary of such Person) that directly, or indirectly through one or more intermediaries, Governs or is Governed by or is under common Governance with the Person specified. “Govern” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Governing” and “Governed” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Governed by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

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Agents” has the meaning specified in Section 10.01(b).
Agent Parties” has the meaning specified in Section 11.02(c).
Aggregate Dollar Revolving Credit Commitments” means, as of the date of determination thereof, the sum of all Dollar Revolving Credit Commitments of all Dollar Revolving Lenders at such date.
Aggregate Dollar Revolving Credit Exposure” means, at any time, the sum of (i) the unused portion of the Dollar Revolving Credit Commitment then in effect and (ii) the Dollar Total Outstandings at such time.
Aggregate Multicurrency Revolving Credit Commitments” means, as of the date of determination thereof, the sum of all Multicurrency Revolving Credit Commitments of all Multicurrency Revolving Lenders as of such date.
Aggregate Multicurrency Revolving Credit Exposure” means, at any time, the sum of (i) the unused portion of the Multicurrency Revolving Credit Commitment then in effect and (ii) the Multicurrency Total Outstandings at such time.
Aggregate Revolving Credit Exposure” means, at any time, the sum of (i) the unused portion of the Revolving Credit Commitment then in effect and (ii) the Total Outstandings at such time.
Agreed Security Principles” has the meaning specified in Schedule 2 to the Amendment No. 2.
Agreement” means this Second Amended and Restated Credit Agreement.
Alent” means Alent plc, a public limited company registered in England and Wales.
Alent Acquisition” means the acquisition by MacDermid Performance Acquisitions Ltd., a private limited company registered in England and Wales and a wholly-owned indirect Subsidiary of PSP, of all of the Equity Interests of Alent pursuant to the terms and conditions of the Alent Scheme of Arrangement.
Alent Scheme of Arrangement” means the court-sanctioned scheme of arrangement which will be implemented under Part 26 of the U.K. Companies Act of 2006, as amended, between Alent and the holders of the Equity Interests of Alent in relation to the cancellation of the entire issued share capital of Alent and the subsequent issue of new shares in Alent to MacDermid Performance Acquisitions Ltd., a private limited company registered in England and Wales, as contemplated by the Alent Scheme Circular.
Alent Scheme Circular” means the circular to the shareholders of Alent issued by Alent setting out in full the terms and conditions of the Alent Scheme of Arrangement.
Alternate Currency LIBO Rate” has the meaning assigned to such term in the definition of “Eurodollar Rate”.
Alternative Currency” means, with respect to Multicurrency Revolving Credit Loans or a New Term Loan Facility, Yen, Euros and Pounds Sterling.
Amendment No. 1” means that certain Amendment No. 1 dated as of October 31, 2013 by and among the Borrowers, the other Loan Parties, the Administrative Agent, the Collateral Agent, the Required Lenders party thereto and the other parties thereto.
Amendment No. 1 Effective Date” shall have the meaning assigned to such term in Amendment No 1.

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Amendment No. 1 Transactions” means that Acquisition, the Resignation and Appointment (as defined in Amendment No. 1), the Refinancing (as defined in Amendment No. 1) and the other transactions contemplated by Amendment No. 1.
Amendment No. 2” means that certain Amendment No. 2 dated as of August 6, 2014 by and among the Borrowers, the other Loan Parties, the Administrative Agent, the Collateral Agent, the Required Lenders party thereto and the other parties thereto.
Amendment No. 2 Effective Date” shall have the meaning assigned to such term in Amendment No. 2.
Amendment No. 2 Funding Date” shall have the meaning assigned to such term in Amendment No. 2.
Amendment No. 3” means that certain Amendment No. 3 dated as of February 13, 2015 by and among the Borrowers, the other Loan Parties party thereto, the Administrative Agent, the Collateral Agent, the Lenders party thereto and the other parties thereto.
Amendment No. 3 Effective Date” has the meaning specified in Section 6 of Amendment No. 3.
Amendment No. 4” means that certain Amendment No. 4, dated as of December 3, 2015, by and among the Borrowers, the other Loan Parties party thereto, the Administrative Agent, the Collateral Agent, the Lenders party thereto and the other parties thereto.
Amendment No. 4 Extended Availability Period” means the period from and including the Amendment No. 4 Funding Date to but excluding the earliest of (a) the Amendment No. 4 Extended Revolving Credit Maturity Date, (b) the date of termination of the Amendment No. 4 Extended Revolving Credit Commitments pursuant to Section 2.06 and (c) the date of termination of the commitment of each Amendment No. 4 Extended Revolving Lender to make Amendment No. 4 Extended Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 9.02.
Amendment No. 4 Extended Dollar Revolving Credit Borrowing” means a borrowing consisting of simultaneous Amendment No. 4 Extended Dollar Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Amendment No. 4 Extended Dollar Revolving Lenders pursuant to Section 2.01.
Amendment No. 4 Extended Dollar Revolving Credit Commitment” means, as to each Amendment No. 4 Extended Dollar Revolving Lender, its obligation to (a) make Amendment No. 4 Extended Dollar Revolving Credit Loans to the Revolving Credit Borrowers pursuant to Section 2.01 and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Amendment No. 4 Extended Dollar Revolving Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Amendment No. 4 Extended Dollar Revolving Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
Amendment No. 4 Extended Dollar Revolving Credit Facility” has the meaning specified in the definition of “Facility”.
Amendment No. 4 Extended Dollar Revolving Credit Loan” has the meaning specified in Section 2.01.
Amendment No. 4 Extended Dollar Revolving Lender” means, at any time, any Lender that has an Amendment No. 4 Extended Dollar Revolving Credit Commitment or an outstanding Amendment No. 4 Extended Dollar Revolving Credit Loan at such time.

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Amendment No. 4 Extended Multicurrency Revolving Credit Borrowing” means a borrowing consisting of simultaneous Amendment No. 4 Extended Multicurrency Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Amendment No. 4 Extended Multicurrency Revolving Lenders pursuant to Section 2.01.
Amendment No. 4 Extended Multicurrency Revolving Credit Commitment” means, as to each Amendment No. 4 Extended Multicurrency Revolving Lender, its obligation to make Amendment No. 4 Extended Multicurrency Revolving Credit Loans to the Revolving Credit Borrowers pursuant to Section 2.01, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Amendment No. 4 Extended Multicurrency Revolving Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Amendment No. 4 Extended Multicurrency Revolving Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
Amendment No. 4 Extended Multicurrency Revolving Credit Facility” has the meaning specified in the definition of “Facility”.
Amendment No. 4 Extended Multicurrency Revolving Credit Loan” has the meaning specified in Section 2.01.
Amendment No. 4 Extended Multicurrency Revolving Lender” means, at any time, any Lender that has an Amendment No. 4 Extended Multicurrency Revolving Credit Commitment or an outstanding Amendment No. 4 Extended Multicurrency Revolving Credit Loan at such time.
Amendment No. 4 Extended Revolving Credit Commitments” means the Amendment No. 4 Extended Dollar Revolving Credit Commitment and the Amendment No. 4 Extended Multicurrency Revolving Credit Commitment.
Amendment No. 4 Extended Revolving Credit Loans” means the Amendment No. 4 Extended Dollar Revolving Credit Loans and the Amendment No. 4 Extended Multicurrency Revolving Credit Loans.
Amendment No. 4 Extended Revolving Credit Maturity Date” means, with respect to any Amendment No. 4 Extended Revolving Credit Loan, the earlier of (i) June 7, 2019 and (ii) (x) in the case of the Amendment No. 4 Extended Dollar Revolving Credit Facility, the date of termination in whole of the Amendment No. 4 Extended Dollar Revolving Credit Commitments and the Letter of Credit Commitments pursuant to Section 2.06 or 9.02 and (y) in the case of the Amendment No. 4 Extended Multicurrency Revolving Credit Facility, the date of termination in whole of the Amendment No. 4 Extended Multicurrency Revolving Credit Commitments pursuant to Section 2.06 or 9.02.
Amendment No. 4 Extended Revolving Lenders” means the Amendment No. 4 Extended Dollar Revolving Lenders and the Amendment No. 4 Extended Multicurrency Revolving Lenders.
Amendment No. 4 Funding Date” has the meaning specified in Section 4 of Amendment No. 4.
Amendment No. 5” means that certain Amendment No. 5, dated as of October 14, 2016, by and among the Borrowers, the other Loan Parties party thereto, the Administrative Agent, the Collateral Agent, the Lenders party thereto and the other parties thereto.
Amendment No. 5 Funding Date” has the meaning specified in Section 4 of Amendment No. 5.
Amendment No. 6” means that certain Amendment No. 6, dated as of December 6, 2016, by and among the Borrowers, the other Loan Parties party thereto, the Administrative Agent, the Collateral Agent, the Lenders party thereto and the other parties thereto.
Amendment No. 6 Funding Date” has the meaning specified in Section 4 of Amendment No. 6.

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Amendment No. 7” means that certain Amendment No. 7, dated as of April 18, 2017, by and among the Borrowers, the other Loan Parties party thereto, the Administrative Agent, the Collateral Agent, the Lenders party thereto and the other parties thereto.
Amendment No. 7 Funding Date” has the meaning specified in Section 4 of Amendment No. 7.
Amendment No. 8” means that certain Amendment No. 8, dated as of October 3, 2017, by and among the Borrowers, the other Loan Parties party thereto, the Administrative Agent, the Collateral Agent, the Lenders party thereto and the other parties thereto.
Amendment No. 8 Funding Date” has the meaning specified in Section 4 of Amendment No. 8.
Amendment No. 9” means that certain Amendment No. 9, dated as of [•], by and among the US Borrowers, the other Loan Parties party thereto, the Administrative Agent, the Collateral Agent, the L/C Issuer and the Revolving Credit Lenders party thereto and the other parties thereto.
Amendment No. 9 Effective Date” has the meaning specified in Section 5 of Amendment No. 9.
Amendment No. 9 Extended Availability Period” means the period from and including the Amendment No. 9 Effective Date to but excluding the earliest of (a) the Amendment No. 9 Extended Revolving Credit Maturity Date, (b) the date of termination of the Amendment No. 9 Extended Revolving Credit Commitments pursuant to Section 2.06 and (c) the date of termination of the commitment of each Amendment No. 9 Extended Revolving Lender to make Amendment No. 9 Extended Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 9.02.
Amendment No. 9 Extended Dollar Revolving Credit Borrowing” means a borrowing consisting of simultaneous Amendment No. 9 Extended Dollar Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Amendment No. 9 Extended Dollar Revolving Lenders pursuant to Section 2.01.
Amendment No. 9 Extended Dollar Revolving Credit Commitment” means, as to each Amendment No. 9 Extended Dollar Revolving Lender, its obligation to (a) make Amendment No. 9 Extended Dollar Revolving Credit Loans to the Revolving Credit Borrowers pursuant to Section 2.01 and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Amendment No. 9 Extended Dollar Revolving Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Amendment No. 9 Extended Dollar Revolving Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
Amendment No. 9 Extended Dollar Revolving Credit Facility” has the meaning specified in the definition of “Facility”.
Amendment No. 9 Extended Dollar Revolving Credit Loan” has the meaning specified in Section 2.01.
Amendment No. 9 Extended Dollar Revolving Lender” means, at any time, any Lender that has an Amendment No. 9 Extended Dollar Revolving Credit Commitment or an outstanding Amendment No. 9 Extended Dollar Revolving Credit Loan at such time.
Amendment No. 9 Extended Multicurrency Revolving Credit Borrowing” means a borrowing consisting of simultaneous Amendment No. 9 Extended Multicurrency Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Amendment No. 9 Extended Multicurrency Revolving Lenders pursuant to Section 2.01.

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Amendment No. 9 Extended Multicurrency Revolving Credit Commitment” means, as to each Amendment No. 9 Extended Multicurrency Revolving Lender, its obligation to make Amendment No. 9 Extended Multicurrency Revolving Credit Loans to the Revolving Credit Borrowers pursuant to Section 2.01, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Amendment No. 9 Extended Multicurrency Revolving Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Amendment No. 9 Extended Multicurrency Revolving Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
Amendment No. 9 Extended Multicurrency Revolving Credit Facility” has the meaning specified in the definition of “Facility”.
Amendment No. 9 Extended Multicurrency Revolving Credit Loan” has the meaning specified in Section 2.01.
Amendment No. 9 Extended Multicurrency Revolving Lender” means, at any time, any Lender that has an Amendment No. 9 Extended Multicurrency Revolving Credit Commitment or an outstanding Amendment No. 9 Extended Multicurrency Revolving Credit Loan at such time.
Amendment No. 9 Extended Revolving Credit Commitments” means the Amendment No. 9 Extended Dollar Revolving Credit Commitment and the Amendment No. 9 Extended Multicurrency Revolving Credit Commitment.
Amendment No. 9 Extended Revolving Credit Loans” means the Amendment No. 9 Extended Dollar Revolving Credit Loans and the Amendment No. 9 Extended Multicurrency Revolving Credit Loans.
Amendment No. 9 Extended Revolving Credit Maturity Date” means, with respect to any Amendment No. 9 Extended Revolving Credit Loan, the earlier of (i) June 7, 2020 and (ii) (x) in the case of the Amendment No. 9 Extended Dollar Revolving Credit Facility, the date of termination in whole of the Amendment No. 9 Extended Dollar Revolving Credit Commitments and the Letter of Credit Commitments pursuant to Section 2.06 or 9.02 and (y) in the case of the Amendment No. 9 Extended Multicurrency Revolving Credit Facility, the date of termination in whole of the Amendment No. 9 Extended Multicurrency Revolving Credit Commitments pursuant to Section 2.06 or 9.02.
Amendment No. 9 Extended Revolving Lenders” means the Amendment No. 9 Extended Dollar Revolving Lenders and the Amendment No. 9 Extended Multicurrency Revolving Lenders.
Anticipated Cure Deadline” shall have the meaning assigned to such term in Section 8.10(b).
Applicable Rate” means (a) with respect to any Tranche B-6 Term Loan that is (i) a Eurocurrency Rate Loan, 3.00% per annum and (ii) a Base Rate Loan, 2.00% per annum, (b) with respect to any Tranche B-7 Term Loan that is (i) a Eurocurrency Rate Loan, 2.50% per annum and (ii) a Base Rate Loan, 1.50% per annum, (c) with respect to any Euro Tranche C-5 Term Loan, 2.75% per annum, (d) with respect to any Euro Tranche C-6 Term Loan, 2.50% per annum, (e) with respect to any Revolving Loan that is (i) a Eurocurrency Rate Loan, 3.00% per annum and (ii) a Base Rate Loan, 2.00% per annum, (f) with respect to the Letter of Credit Fees, 3.00% per annum and (g) with respect to the Commitment Fee, 0.50% per annum. Notwithstanding the foregoing, it is understood and agreed that for all periods prior to the Amendment No. 8 Funding Date, the “Applicable Rate” for all purposes was as set forth in the Credit Agreement as in effect immediately prior to the Amendment No. 8 Funding Date.
Approved Fund” has the meaning specified in Section 11.06(g).
Approved Member State” means each of the following: Belgium, Canada, France, Germany, Italy, Luxembourg, The Netherlands, Spain, Sweden and the United Kingdom.
Arranger” means Barclays Bank PLC.

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Arysta” means Arysta LifeScience Limited, an Irish private limited company.
Arysta Acquisition Agreement” means the Share Purchase Agreement dated October 20, 2014, (as subsequently amended by amendments dated as of November 10, 2014, December 2, 2014 and February 11, 2015), by and between Nalozo S.à.r.l., a Luxembourg limited liability company, as the seller, and PSP, as the purchaser.
Arysta LifeScience Acquisition” means the acquisition of all of the Equity Interests of Arysta pursuant to the Arysta Acquisition Agreement.
Asset Sale” means the Disposition (by way of merger, casualty, condemnation or otherwise) by PSP or any of the Restricted Subsidiaries to any Person other than a Borrower or any Subsidiary Guarantor of (a) any Equity Interests of any of the Restricted Subsidiaries (other than directors’ qualifying shares and employee options granted in the ordinary course of business) or (b) any other assets of PSP or any of the Restricted Subsidiaries, including Equity Interests of any Person that is not a Subsidiary (other than (i) inventory disposed of in the ordinary course of business, or the disposition of obsolete, worn out or no longer useful assets, scrap and Cash Equivalents and (ii) dispositions between the Restricted Subsidiaries permitted by Section 8.04(c) or clause (c) of the definition of Permitted Intercompany Transaction with respect to acquisitions by a Subsidiary of the Borrowers that is not a Loan Party); provided that any asset sale or series of related asset sales described in clause (b) above having a value not in excess of $5,000,000 in any single transaction or series of related transactions shall be deemed not to be an “Asset Sale” for purposes of this Agreement.
Assignee Group” means, with respect to any Lender, such Lender’s Affiliates and Approved Funds with respect to such Lender.
Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit A or such other form approved by the Administrative Agent.
Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel.
Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.
Audited Financial Statements” means the audited consolidated balance sheet of MacDermid and its Restricted Subsidiaries for the fiscal years ended December 31, 2010, December 31, 2011, and December 31, 2012 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of MacDermid and its Restricted Subsidiaries, including the notes thereto.
Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).
Autotype Asset Sale” means the sale of the equity interests (and/or substantially all of the assets) of Autotype Holdings (USA) Inc., an Illinois corporation, and MacDermid Autotype Ltd, a UK company.
Availability Period” means the Initial Availability Period, the Amendment No. 4 Extended Availability Period or the Amendment No. 9 Extended Availability Period, as the context may require.
Available Amount” means, at any time (the “Reference Date”), an amount equal to the sum, without duplication, of an amount equal to (i)(x) the cumulative amount of Excess Cash Flow for all fiscal years of PSP completed after the Closing Date (commencing with the fiscal year ending on December 31, 2014) and prior to the Reference Date minus (y) the portion of such Excess Cash Flow that has been (or will be) after the Closing Date and on or prior to the Reference Date required to be offered to prepay the Loans in accordance with Section 2.05(b) (without

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giving effect to any dollar-for-dollar reduction in respect of voluntary prepayments of the Loans as therein provided) plus (ii) to the extent not (A) included in clause (i) above (or Consolidated Net Income of the Borrowers) or (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the aggregate amount of all cash dividends and other cash distributions received by any Borrower or any Restricted Subsidiary from any Unrestricted Subsidiaries during the period from and including the Business Day immediately following the Closing Date and prior to the Reference Date in respect of Investments made by the Borrowers or any Restricted Subsidiary in reliance on the Available Amount plus (iii) to the extent not (A) included in clause (i) above (or Consolidated Net Income of the Borrowers) or (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the Investments of the Borrowers and their Restricted Subsidiaries in any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary or that has been merged or consolidated with or into any Borrower or any of their respective Restricted Subsidiaries (up to the lesser of (x) the fair market value (as determined in good faith by the Borrowers) of the investments of the Borrowers and their respective Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such re-designation or merger or consolidation and (y) the fair market value (as determined in good faith by the Borrowers) of the original investments by the Borrowers and their respective Restricted Subsidiaries in such Unrestricted Subsidiary) plus (iv) to the extent not (A) included in clause (i) above (or Consolidated Net Income of the Borrowers), (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment or (C) required to be applied to prepay the Loans in accordance with Section 2.05(b), the aggregate amount of all Net Cash Proceeds received by any Borrower or any Restricted Subsidiary in connection with the sale, transfer or other Disposition of its ownership interest in any Unrestricted Subsidiary, to the extent that the original Investments in such Unrestricted Subsidiary were made in reliance on the Available Amount minus (v) the sum, without duplication, of the aggregate amount of Restricted Payments made pursuant to Section 8.05(k) by all Loan Parties after the Closing Date and on or prior to the Reference Date.
Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate in effect on such day plus 1/2 of 1%, (b) the Prime Rate in effect on such day and (c) the Eurocurrency Rate determined on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a Eurocurrency Rate Loan with a one-month Interest Period plus 1.00%.
Base Rate Loan” means a Loan that bears interest based on the Base Rate.
Belgian Guarantors” means a Guarantor with its jurisdiction of organization or formation under the laws of Belgium.
Bookrunner” mean Barclays Bank PLC.
Borrower Materials” has the meaning specified in Section 7.02.
Borrower Notice” has the meaning specified in Section 7.12(b)(iv).
Borrowers” means the Revolving Credit Borrowers, the Term Loan Borrowers and each Additional Borrower (and each, a “Borrower”).
Borrowing” means a Term Loan Borrowing, a Dollar Revolving Credit Borrowing or a Multicurrency Revolving Credit Borrowing, as the context may require.

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Business Day” means (a) any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurocurrency Rate Loan on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurocurrency market; (b)(i) when such term is used for the purposes of determining the date on which the Eurocurrency Rate is determined for any loan denominated in Euros for any Interest Period therefor and for purposes of determining the first and last day of any Interest Period, a Target Operating Day or a day of the year on which banks are not required or authorized to close in New York; and (ii) for notices, determinations, fundings and payments in connection with any Loan denominated in Euros, a Target Operating Day or a day of the year on which banks are not required or authorized to close in New York; and (c) when such term is used for purposes of determining all notices, determinations, fundings and payments in connection with, and payments of principal and interest on, Loans denominated in Yen, any day which is a Business Day described in clause (a) and which is also a day which is not a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close in Tokyo, Japan.
BV Borrower” means MacDermid Agricultural Solutions Holdings B.V., a company organized under the laws of the Netherlands having its seat in Amsterdam and registered with the Dutch trade register under number 61196029.
Cancelled L/Cs” has the meaning assigned to such term in Section 2.03(n).
Capital Expenditures” means, for any period, with respect to any Person, without duplication (a) the net additions to property, plant and equipment and other capital expenditures of such Person and its consolidated subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of such Person for such period prepared in accordance with GAAP and (b) capital lease obligations incurred by such Person and its consolidated subsidiaries during such period.
Cash Collateralize” has the meaning specified in Section 2.03(g).
Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrowers or any of their Restricted Subsidiaries free and clear of all Liens:
(a)    (i) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof; (ii) securities issued by any state or municipality within the United States of America (or, in the case of securities arising from student loans, approved by any such state or municipality) that are rated “A‑1” or better by S&P or “P‑1” or better by Moody’s or the equivalent rating from any other nationally recognized rating agency, and (iii) securities issued or fully guaranteed or insured by any Approved Member State, or an agency or instrumentality thereof (provided, that the full faith and credit of the applicable Approved Member State is pledged in support of those securities) and having maturities of not more than one year;
(b)    time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than one year from the date of acquisition thereof;
(c)    commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof; and

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(d)    Investments, classified in accordance with GAAP as Current Assets of the Borrowers or any of their Restricted Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition.
Cash Payout Option” means, with respect to each Plan Investor, the option of such Person to receive a payment in cash in exchange for such Person’s Equity Interests in MacDermid pursuant to and in accordance with the Exchange Agreement dated as of October 25, 2013.
CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.
Certificate of Designation” has the meaning set forth in the Arysta Acquisition Agreement.
Change of Control” means, an event or series of events by which:
(a)    a “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding (x) any employee benefit plan of such Person or its subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (y) Martin E. Franklin or Daniel H. Leever) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the fully vested right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% of the equity securities of PSP entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right), or
(b)    any change of control (or similar event, however denominated) with respect to PSP or any Restricted Subsidiary shall occur under any indenture or agreement in respect of Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) in excess of the Threshold Amount to which PSP or any Restricted Subsidiary is a party.
Chemtura Acquisition” shall mean the Acquisition by PSP of the “Chemtura AgroSolutions” business (including substantially all of the Equity Interests of the entities listed on Schedule A to the Chemtura Acquisition Agreement) pursuant to and in accordance with that certain Stock and Asset Purchase Agreement dated as of April 16, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof), between PSP and Chemtura Corporation.
Civil Code” has the meaning set forth in Section 4.10.
Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment or Term Loan Commitment.
Closing Date” means June 7, 2013.
Co-Documentation Agents” has the meaning specified in the preamble hereto.
Code” means the Internal Revenue Code of 1986, as amended from time to time (unless as specifically provided otherwise).

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Collateral” means all of the “Collateral” or “Pledged Collateral” referred to in the Collateral Documents, the Domestic Mortgaged Property, the Foreign Mortgaged Property and all of the other property and assets that are or are intended under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties.
Collateral Agent” has the meaning specified in the preamble hereto.
Collateral Documents” means, collectively, the Pledge and Security Agreement, the Mortgages, the Intellectual Property Security Agreements, or other similar agreements delivered to the Collateral Agent and the Lenders pursuant to Section 7.12 and/or Amendment No. 2, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of any Secured Party.
Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit B or such other form approved by the Administrative Agent.
Commitment” means, with respect to any Lender, such Lender’s Revolving Credit Commitment and Term Loan Commitment.
Commitment Fee” has the meaning specified in Section 2.09(a).
Commitment Letter” means that certain Commitment Letter dated as of October 10, 2013, between Platform Acquisition Holdings Limited and Barclays Bank PLC.
Compliance Certificate” means a certificate substantially in the form of Exhibit C or such other form approved by the Administrative Agent and acceptable to MacDermid.
Confidential Information Memorandum” means the Confidential Information Memorandum of MacDermid dated May, 2013.
Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Charges for such period, (ii) consolidated income tax expense for such period (including any franchise taxes imposed in lieu of income taxes and any income taxes that would be payable if the entity were to become a taxable entity for purposes of federal, state or local income taxes), (iii) all amounts attributable to depreciation and amortization for such period, (iv) any non-cash charges, expenses or losses (including, but not limited to, non-cash rent expense, impairment of goodwill or other intangible assets and exchange rate losses) of PSP or any of its Restricted Subsidiaries for such period (excluding any such charge, expense or loss incurred that constitutes an accrual of or a reserve for cash charges for any future period or an amortization of a prepaid cash expense paid in a prior period or writeoff or writedown of reserves with respect to current assets); provided, however, that cash payments made in such period or in any future period in respect of such non-cash items (excluding any non-cash items to the extent representing an accrual for a future cash expenditure) shall be subtracted from Consolidated Net Income in calculating Consolidated EBITDA in the period when such payments are made, (v) any extraordinary, unusual, or non-recurring cash charges or expenses for such period (including (i) payment of any prepayment premium pursuant to and in accordance with the Second Lien Credit Agreement (as defined in the Existing First Lien Credit Agreement) and (ii) restructuring charges, integration and acquisition related costs (whether incurred prior to, or after, the consummation of any such acquisition) and severance, retention bonuses or other similar one time compensation payments made to employees of PSP or any of its Restricted Subsidiaries or made in connection with a Permitted Acquisition), (vi) deferred compensation, stock-option or employee benefits-based and other equity-based compensation expenses for such period, (vii) transaction fees and expenses in connection with the Transactions, the Platform Acquisition and the Chemtura Acquisition for such period, (viii) transaction fees, costs and expenses during such period in connection with any investment (including any Permitted Acquisition) or issuance of Equity Interests, in each case, to the extent permitted under this Agreement and whether or not such investment, issuance of Equity Interests or acquisition shall have been consummated, (ix) losses to the extent reimbursable by third parties in connection with any Permitted Acquisition, as

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determined in good faith by the Borrowers, for such period; provided, however, that if the Administrative Agent, acting reasonably, determines in such period or the immediately succeeding period that such losses, or any portion thereof (which, in each case, were included in Consolidated EBITDA in such period or such immediately preceding period pursuant to this clause (ix)), are no longer reimbursable or are not likely to be reimbursed, then such losses, or any portion thereof, shall be subtracted from Consolidated Net Income in calculating Consolidated EBITDA in each such applicable period, (x) unrealized losses in respect of Obligations under Swap Contracts during such period, (xi) any loss or expense during such period from discontinued operations or any loss or expense incurred in connection with the disposal of discontinued operations in accordance with GAAP (or if not in accordance with GAAP as otherwise reasonably acceptable to the Administrative Agent), (xii) fees paid during such period in accordance with the Advisory Agreement as in effect on the Amendment No. 1 Effective Date, (xiii) non-cash charges or amounts recorded in connection with purchase accounting for such period (including any applicable to future Permitted Acquisitions), (xiv) non-cash purchase accounting adjustments during such period relating to the writedown of deferred revenue (whether billed or unbilled) that are the result of accounting for any acquisition, (xv) fees, costs and expenses incurred under this Agreement for such period, (xvi) the cumulative effect of a change in accounting principles for such period and to the extent permitted by Section 1.03(b), (xvii) expenses during such period in connection with the settlement of any litigation or claim involving PSP or its Restricted Subsidiaries, (xviii) debt discount and debt issuance costs, fees, charges and commissions during such period, in each case incurred in connection with Indebtedness permitted to be incurred hereunder (whether or not such Indebtedness has been incurred), (xix) the amount of net cost savings, operating expense reductions, other operating improvements and acquisition synergies projected by the Borrowers in good faith to be realized during such period (calculated on a Pro Forma Basis as though such items had been realized on the first day of such period) as a result of actions taken or to be taken in connection with any established cost reduction program, acquisition or disposition by PSP or any Restricted Subsidiary, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions, provided that (A) a duly completed certificate signed by a Responsible Officer of the Borrowers shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 7.02(a), certifying that (x) such cost savings, operating expense reductions and synergies are reasonably expected and factually supportable as determined in good faith by the Borrowers, and (y) such actions are to be taken within 12 months after the consummation of the establishment of the cost reduction program or the acquisition or disposition, which is expected to result in such cost savings, expense reductions or synergies, (B) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (xix) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) all steps shall have been taken for realizing such savings, (D) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (xix) to the extent occurring more than eight full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions and synergies and (E) the aggregate amount of add backs made pursuant to this clause (xix) shall not exceed an amount equal to 15% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (xix)), (xx) the amount of any expense related to minority interests and (xxi) any loss resulting from the payment of earn-out obligations, (xxii) any non-cash expenses or charges recorded in accordance with GAAP relating to currency valuation of foreign denominated debt, and any non-cash expenses or charges recorded in accordance with GAAP relating to equity interests issued to non-employees in exchange for services provided in connection with any acquisition or business arrangement (in each case, including any such transaction consummated prior to the Amendment No. 3 Funding Date and any such transaction undertaken but not completed), (xxiii)  the amount of any Make Whole Payment and any non-cash expenses or charges recorded in accordance with GAAP relating to such Make Whole Payment and minus (b) without duplication (i) to the extent included in determining such Consolidated Net Income, any extraordinary, unusual, or non-recurring gains or income and all non-cash items of income or gains for such period, all determined on a consolidated basis in accordance with GAAP, (ii) unrealized gains in respect of Obligations under Swap Contracts and (iii) any gains resulting from the payment of earn-out obligations; provided that solely for purposes of calculating the First Lien Net Leverage Ratio and the Total Net Leverage Ratio for any period (A) the Consolidated EBITDA of any Acquired Entity acquired by any Borrower or any Restricted Subsidiary pursuant to a Permitted Acquisition during such period shall be included on a Pro Forma Basis for such period (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred as of the first day of such period) and (B) the Consolidated EBITDA of any Person or line of business sold or otherwise disposed of by any Borrower or any Restricted Subsidiary

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during such period shall be excluded for such period (assuming the consummation of such sale or other disposition and the repayment of any Indebtedness in connection therewith occurred as of the first day of such period).
Consolidated First Lien Indebtedness” means Consolidated Indebtedness that is secured by a first priority Lien on assets of PSP or any Restricted Subsidiary.
Consolidated Indebtedness” means, at any time, the aggregate amount of Indebtedness of PSP and its Restricted Subsidiaries outstanding at such time, in the amount that would be reflected on a balance sheet prepared at such time on a consolidated basis in accordance with GAAP.
Consolidated Interest Charges” means, for any period, the sum of (a) the interest expense (including imputed interest expense in respect of capital lease obligations and Synthetic Lease Obligations) of PSP and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (including, for the avoidance of doubt, (i) any amounts of premium or penalty payable in connection with the payment of make-whole amounts or other prepayment premiums payable in connection with any Indebtedness of PSP or any of its Restricted Subsidiaries, and (ii) all commissions, discounts and other fees and charges owed in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP), plus (b) any interest accrued during such period in respect of Indebtedness of PSP or any of its Restricted Subsidiaries that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP and minus (c) any consolidated interest income of such Persons for such period, in each case as recorded by PSP pursuant to GAAP. For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by PSP or any of its Restricted Subsidiaries with respect to interest rate Swap Contracts.
Consolidated Net Income” means, for any period, for PSP and its Restricted Subsidiaries on a consolidated basis, the net income (including, without duplication, interest income but excluding extraordinary gains and extraordinary losses, including such extraordinary items set forth in the definition of Consolidated EBITDA) of PSP and its Restricted Subsidiaries for that period determined before any reduction in respect of preferred stock dividends and any amounts attributable to minority interests in Platform Delaware Holdings, Inc.; provided that there shall be excluded (a) the income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by the Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Restricted Subsidiary, (b) the income or loss of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with any Borrower or any Restricted Subsidiary or the date that such Person’s assets are acquired by any Borrower or any Restricted Subsidiary; provided, however, that such income or loss of such Person shall be included for such period to the extent Consolidated Net Income and Consolidated EBITDA are being calculated on a Pro Forma Basis in accordance with this Agreement, (c) the income of any Person (other than a Subsidiary (other than an Unrestricted Subsidiary)) in which any other Person (other than a Borrower or a wholly owned Restricted Subsidiary or any director holding qualifying shares in accordance with applicable law) has an interest, except to the extent of the amount of dividends or other distributions actually paid to a Borrower or a wholly owned Restricted Subsidiary by such Person during such period, and (d) any net unrealized gain or loss (after any offset) resulting in such period from obligations in respect of Hedge Agreements or other derivative instruments and the application of Statement of Financial Accounting Standards No. 133. For the avoidance of doubt, cash amounts used by PSP or its Subsidiaries to make purchases of debt (including, without limitation, purchases of Term Loans) shall not reduce Consolidated Net Income, nor will any non-cash gain associated with the cancellation of such purchased debt increase Consolidated Net Income.
Consolidated Senior Secured Debt” means, as at any date of determination, the aggregate principal amount of Consolidated Indebtedness outstanding on such date that is secured by a Lien on any asset or property of PSP or any of its Restricted Subsidiaries.
Consolidated Total Assets” means, as of any date, the total assets of PSP and its consolidated Restricted Subsidiaries, determined in accordance with GAAP, as set forth on the consolidated balance sheet of PSP as of such date.

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Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
Contribution Notice” has the meaning set out in section 38 or 47 of the UK Pensions Act 2004.
Control Investment Affiliate” means as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.
Credit Agreement Refinancing Indebtedness” means (a) Permitted Equal Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt or (c) Permitted Unsecured Refinancing Debt; provided that, in each case, such Indebtedness is incurred to refinance, in whole or in part, existing Term Loans (“Refinanced Debt”); provided, further, that (i) the final maturity date of any such Indebtedness, (x) in the case of any Permitted Equal Priority Refinancing Debt, shall be no earlier than the maturity date of the Refinanced Debt and (y) in the case of any Permitted Junior Priority Refinancing Debt and/or any Permitted Unsecured Refinancing Debt, shall be at least 91 days beyond the final maturity date for the Refinanced Debt, (ii) the weighted average life to maturity of any such Indebtedness shall be no shorter than the weighted average life to maturity of the Refinanced Debt, (iii) there shall be no obligors in respect of any such Indebtedness that are not Loan Parties, (iv) the covenants, events of default and other terms and conditions of such Indebtedness (excluding, for the avoidance of doubt, interest rates, margins and floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums and terms) are substantially identical in all material respects to, or less favorable to the persons providing any such Indebtedness than, those applicable to the Refinanced Debt (other than covenants, events of default and other terms and conditions applicable only to periods after the Latest Maturity Date), (v) except to the extent otherwise permitted under this Agreement (subject to a dollar for dollar usage of any other basket set forth in Section 8.02, if applicable), such Indebtedness shall not have a greater principal amount (or shall not have a greater accreted value, if applicable) than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and fees and expenses associated with the refinancing and (vi) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained, in each case, in accordance with this Agreement.
Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
CT L/C Replacement Date” has the meaning assigned to such term in Section 2.03(n).
CT L/Cs” has the meaning assigned to such term in Section 2.03(n).
Cure Amount” shall have the meaning assigned to such term in Section 8.10(b).
Cure Right” shall have the meaning assigned to such term in Section 8.10(b).
Current Assets” means, at any time, the consolidated current assets (other than cash and Cash Equivalents) of PSP and its Restricted Subsidiaries in accordance with GAAP.
Current Liabilities” means, at any time, the consolidated current liabilities of PSP and its Restricted Subsidiaries at such time in accordance with GAAP, but excluding, without duplication, (a) the current portion of any long‑term Indebtedness and (b) outstanding Revolving Loans.
Customary Intercreditor Agreement” means (a) to the extent executed in connection with the incurrence of secured Indebtedness, the Liens on the Collateral securing which are intended to rank equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the control of remedies), at the option of

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MacDermid and the Administrative Agent acting together in good faith, a customary intercreditor agreement including with respect of Foreign Subsidiaries, customary European style intercreditor protections, in form and substance reasonably acceptable to the Administrative Agent and MacDermid, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the control of remedies) and (b) to the extent executed in connection with the incurrence of secured Indebtedness the Liens on the Collateral securing which are intended to rank junior to the Liens on the Collateral securing the Obligations, at the option of the Borrowers and the Administrative Agent acting together in good faith, a customary intercreditor agreement including with respect of Foreign Subsidiaries, customary European style intercreditor protections, in form and substance reasonably acceptable to the Administrative Agent and the Borrowers, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Liens on the Collateral securing the Obligations.
Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans plus (c) 2.0% per annum; provided, however, that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case to the fullest extent permitted by applicable Laws.
Defaulting Dollar Revolving Lender” shall have the meaning assigned to such term in Section 2.15(a)(iii)(C).
Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and MacDermid in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b) has notified MacDermid, the Administrative Agent or any L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or MacDermid, to confirm in writing to the Administrative Agent and MacDermid that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and MacDermid), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any applicable bankruptcy law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d)

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above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) upon delivery of written notice of such determination to MacDermid, each L/C Issuer and each Lender.
Designation Date” has the meaning set forth in Section 2.16(d).
Disclosed Litigation” has the meaning set forth in Section 6.06.
Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
Disqualified Stock” means, with respect to any Person, any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Equity Interest), or upon the happening of any event (other than any event solely within the control of the issuer thereof), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is 91 days after the Latest Maturity Date. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Stock solely because the holders of the Equity Interest have the right to require a Borrower to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Equity Interest provide that such Borrower may not repurchase or redeem any such Equity Interest pursuant to such provisions unless such repurchase or redemption complies with Section 8.05.
Distribution Amount” has the meaning set forth in Section 8.05(a).
Dollar” and “$” mean lawful money of the United States.
Dollar Equivalent” means, on the applicable Valuation Date, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated in an Alternative Currency, the equivalent in Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.08 using the applicable Exchange Rate with respect to Euros, Pounds Sterling or Yen, as applicable, at the time in effect on the Valuation Date under the provisions of such Section 1.08.
Dollar Revolving Credit Borrowing” means (i) an Initial Dollar Revolving Credit Borrowing, (ii) an Amendment No. 4 Extended Dollar Revolving Credit Borrowing, (iii) an Amendment No. 9 Extended Dollar Revolving Credit Borrowing and (iv) any borrowing under any other Extended Dollar Revolving Tranche consisting of simultaneous Dollar Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period.
Dollar Revolving Credit Commitment” means (i) the Initial Dollar Revolving Credit Commitment, (ii) the Amendment No. 4 Extended Dollar Revolving Credit Commitment, (iii) the Amendment No. 9 Extended Dollar Revolving Credit Commitment and (iv) any other Extended Dollar Revolving Commitments, as the context may require.
Dollar Revolving Credit Facility means (i) the Initial Dollar Revolving Credit Facility, (ii) the Amendment No. 4 Extended Dollar Revolving Credit Facility and (iii) the Amendment No. 9 Extended Dollar Revolving Credit Facility.
Dollar Revolving Credit Loan” means (i) the Initial Dollar Revolving Credit Loans, (ii) the Amendment No. 4 Extended Dollar Revolving Credit Loans, (iii) the Amendment No. 9 Extended Dollar Revolving Credit Loans and (iii) any other Extended Dollar Revolving Loans, as the context may require.
Dollar Revolving Lender” means, at any time, any Lender that has a Dollar Revolving Credit Commitment or an outstanding Dollar Revolving Credit Loan at such time.

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Dollar Revolving Note” has the meaning specified in Section 2.11(a).
Dollar Total Outstandings” means the aggregate Outstanding Amount of all Dollar Revolving Credit Loans and all L/C Obligations.
Domestic Mortgaged Property” means (a) each owned Real Property located in the United States of America and identified as a “Mortgaged Property” on Schedule 1.01(c) and (b) each Material Real Property located in the United States of America, if any, owned by any Loan Party and which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 7.12.
Domestic Subsidiary” means any Restricted Subsidiary that is organized under the laws of any political subdivision of the United States; provided that, for the avoidance of doubt, neither NAIP nor MacDermid Funding shall be treated as a Domestic Subsidiary.
Dutch Auction” means an auction conducted by PSP or one of its Restricted Subsidiaries in order to purchase Term Loans of any Tranche in accordance with the procedures as may be agreed to between the Administrative Agent and the Borrowers.
Dutch Insolvency Event” means any bankruptcy (faillissement), suspension of payments ((voorlopige) surseance van betaling), administration (onderbewindstelling), dissolution (ontbinding), the Borrower or Shareholder having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990) or Section 60 of the Social Insurance Financing Act of the Netherlands (Wet Financiering Sociale Verzekeringen) in conjunction with Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990).
Earnout Investors” means (a) members of management and other employees or former employees of MacDermid who are either (i) holders (directly or indirectly) of Equity Interests in MacDermid or Holdings on the Amendment No. 1 Effective Date, (ii) making a direct or indirect investment in Tartan Holdings, LLC contemporaneous with the consummation of the Transaction or (iii) acquiring (directly or indirectly) Equity Interests in Tartan Holdings, LLC at any time thereafter in accordance with and pursuant to any equity plan or arrangement; or (b) any Plan that holds Equity Interests in MacDermid on the Amendment No. 1 Effective Date.
EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;
EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Eligible Assignee” has the meaning set forth in Section 11.06(g).
EMU” means Economic and Monetary Union as contemplated in the Treaty on European Union.
EMU Legislation” means the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states, being in part legislative measures to implement EMU.
Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive, by any Governmental Authority or any other Person,

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arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law, (ii) in connection with any Environmental Liability, or (iii) in connection with any actual or alleged damage, injury, threat or harm to natural resources or the environment.
Environmental Laws” means any and all Laws, judgments, orders, decrees, permits, concessions, grants, franchises, agreements or governmental restrictions relating to pollution, the protection of human health or the environment, or the Release of any Hazardous Materials into the environment, including those related to hazardous materials, substances or wastes (including the exposure thereto), air emissions and discharges to waste or public systems.
Environmental Liability” means any liability (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower, any other Loan Party or any of their respective Restricted Subsidiaries directly or indirectly resulting from or based upon (a) any violation of, or liability pursuant to, any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment, disposal or presence of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed, retained or imposed with respect to any of the foregoing.
Environmental Permit” means any permit, approval, registration, identification number, license or other authorization required under any Environmental Law.
Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
Equity Issuance” means any issuance or sale by Holdings or a Borrower of any Equity Interests of Holdings or such Borrower, as applicable, or the receipt by Holdings or a Borrower of any capital contribution, as applicable.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.
ERISA Affiliate” means any trade or business (whether or not incorporated) which, together with any Borrower is treated as a single employer under Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
ERISA Event” means, to the extent that it would result in material liability to the Loan Parties, taken as a whole, (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in “reorganization” (within the meaning of Section 4241 of ERISA), “insolvency” (within the meaning of Section 4245 of ERISA), or “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate;

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(g) the failure to meet the minimum funding standard of Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (h) a determination that any Pension Plan is, or is expected to be in “at-risk” status (as defined in Section 303(i) of ERISA or Section 430(i) of the Code); (i) the assertion of a material claim (other than routine individual claims for benefits) against any Plan other than a Multiemployer Plan or the assets thereof, or against any Loan Party or any of their respective ERISA Affiliates in connection with any Plan; (j) receipt from the IRS of notice of the failure of any Pension Plan (or any other Plan intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code; or (k) any other event or condition with respect to any Plan that would reasonably be expected to result in material liability of the Loan Parties, taken as a whole.
EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
Euro” or “” shall mean the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the EMU Legislation.
EURO LIBO Rate” has the meaning assigned to such term in the definition of “Eurodollar Rate”.
Euro Tranche C-1 Term Loan” has the meaning specified in Section 2.01.
Euro Tranche C-1 Term Loan Borrowers” means BV Borrower and NAIP.
Euro Tranche C-1 Term Loan Commitment” means, as to each Euro Tranche C-1 Term Loan Lender, its obligation to make Euro Tranche C-1 Term Loans to the Euro Tranche C-1 Term Loan Borrowers (i) pursuant to Amendment No. 2 on the Amendment No. 2 Funding Date in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on its signature page thereto under the caption “Euro Tranche Term Loan Commitment”, (ii) pursuant to Amendment No. 3 on the Amendment No. 3 Funding Date in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on its signature page thereto under the caption “Euro Tranche Term Loan Commitment”, (iii) in the Assignment and Assumption pursuant to which such Lender becomes a party hereto and (iv) pursuant to Section 2.14 in an aggregate principal amount at any one time outstanding not to exceed the amount agreed to by such Lender in compliance with Section 2.14, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of Euro Tranche C-1 Term Loan Commitments on the Amendment No. 3 Funding Date was €287,487,500.
Euro Tranche C-1 Term Loan Lender” means, at any time, any Lender that has a Euro Tranche C-1 Term Loan Commitment or an outstanding Euro Tranche C-1 Term Loan at such time.
Euro Tranche C-2 Term Loan” has the meaning specified in Section 2.01.
Euro Tranche C-2 Term Loan Borrowers” means MEH BV and MacDermid Funding.
Euro Tranche C-2 Term Loan Commitment” means, as to each Euro Tranche C-2 Term Loan Lender, its obligation to make Euro Tranche C-2 Term Loans to the Euro Tranche C-2 Term Loan Borrowers (i) pursuant to Amendment No. 4 on the Amendment No. 4 Funding Date in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on its signature page thereto under the caption “Euro Tranche C-2 Term Loan Commitment”, (ii) in the Assignment and Assumption pursuant to which such Lender becomes a party hereto and (iii) pursuant to Section 2.14 in an aggregate principal amount at any one time outstanding not to exceed the amount agreed to by such Lender in compliance with Section 2.14, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of Euro Tranche C-2 Term Loan Commitments on the Amendment No. 4 Funding Date is €300,000,000.

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Euro Tranche C-2 Term Loan Lender” means, at any time, any Lender that has a Euro Tranche C-2 Term Loan Commitment or an outstanding Euro Tranche C-2 Term Loan at such time.
Euro Tranche C-3 Term Loan” has the meaning specified in Section 2.01.
Euro Tranche C-3 Term Loan Borrowers” means BV Borrower and NAIP.
Euro Tranche C-3 Term Loan Commitment” means, as to each Euro Tranche C-3 Term Loan Lender, its obligation to make Euro Tranche C-3 Term Loans to the Euro Tranche C-3 Term Loan Borrowers (i) pursuant to Amendment No. 5 on the Amendment No. 5 Funding Date in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on its signature page thereto under the caption “Euro Tranche Term Loan Commitment”, (ii) in the Assignment and Assumption pursuant to which such Lender becomes a party hereto and (iii) pursuant to Section 2.14 in an aggregate principal amount at any one time outstanding not to exceed the amount agreed to by such Lender in compliance with Section 2.14, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of Euro Tranche C-3 Term Loan Commitments on the Amendment No. 5 Funding Date was €433,000,000.
Euro Tranche C-3 Term Loan Lender” means, at any time, any Lender that has a Euro Tranche C-3 Term Loan Commitment or an outstanding Euro Tranche C-3 Term Loan at such time.
Euro Tranche C-4 Term Loan” has the meaning specified in Section 2.01.
Euro Tranche C-4 Term Loan Borrowers” means MEH BV and MacDermid Funding.
Euro Tranche C-4 Term Loan Commitment” means, as to each Euro Tranche C-4 Term Loan Lender, its obligation to make Euro Tranche C-4 Term Loans to the Euro Tranche C-4 Term Loan Borrowers (i) pursuant to Amendment No. 6 on the Amendment No. 6 Funding Date in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on its signature page thereto under the caption “Euro Tranche Term Loan Commitment”, (ii) in the Assignment and Assumption pursuant to which such Lender becomes a party hereto and (iii) pursuant to Section 2.14 in an aggregate principal amount at any one time outstanding not to exceed the amount agreed to by such Lender in compliance with Section 2.14, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of Euro Tranche C-4 Term Loan Commitments on the Amendment No. 6 Funding Date was €700,000,000.
Euro Tranche C-4 Term Loan Lender” means, at any time, any Lender that has a Euro Tranche C-4 Term Loan Commitment or an outstanding Euro Tranche C-4 Term Loan at such time.
Euro Tranche C-5 Funding Borrower” has the meaning set forth in Section 11.27(b).
Euro Tranche C-5 Maturity Date” means June 7, 2023; provided, that if, on or prior to the Springing Maturity Date, the 2022 Senior Notes have not been prepaid, redeemed or otherwise retired in full and/or refinanced in full with the proceeds of any indebtedness permitted under the terms of this Agreement that constitutes Permitted Refinancing Indebtedness and that does not mature, and has no mandatory redemption or mandatory offers to purchase (other than customary offers to repurchase resulting from asset sales or a change in control or a fundamental change in the case of convertible indebtedness or purchases which may be made in equity), in each case, earlier than the date that is 91 days after June 7, 2023, then the “Euro Tranche C-5 Maturity Date” shall be the Springing Maturity Date.
Euro Tranche C-5 Obligation Aggregate Payments” has the meaning set forth in Section 11.27(b).
Euro Tranche C-5 Obligation Fair Share” has the meaning set forth in Section 11.27(b).
Euro Tranche C-5 Obligation Fair Share Contribution Amount” has the meaning set forth in Section 11.27(b).
Euro Tranche C-5 Obligation Fair Share Shortfall” has the meaning set forth in Section 11.27(b).

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Euro Tranche C-5 Repayment Date” has the meaning specified in Section 2.07.
Euro Tranche C-5 Term Loan” has the meaning specified in Section 2.01.
Euro Tranche C-5 Term Loan Borrowers” means BV Borrower and NAIP.
Euro Tranche C-5 Term Loan Commitment” means, as to each Euro Tranche C-5 Term Loan Lender, its obligation to make Euro Tranche C-5 Term Loans to the Euro Tranche C-5 Term Loan Borrowers (i) pursuant to Amendment No. 7 on the Amendment No. 7 Funding Date in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on its signature page thereto under the caption “Euro Tranche Term Loan Commitment”, (ii) in the Assignment and Assumption pursuant to which such Lender becomes a party hereto and (iii) pursuant to Section 2.14 in an aggregate principal amount at any one time outstanding not to exceed the amount agreed to by such Lender in compliance with Section 2.14, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of Euro Tranche C-5 Term Loan Commitments on the Amendment No. 7 Funding Date was €650,000,000.
Euro Tranche C-5 Term Loan Facility” has the meaning specified in the definition of “Facility”.
Euro Tranche C-5 Term Loan Lender” means, at any time, any Lender that has a Euro Tranche C-5 Term Loan Commitment or an outstanding Euro Tranche C-5 Term Loan at such time.
Euro Tranche C-6 Funding Borrower” has the meaning set forth in Section 11.28(b).
Euro Tranche C-6 Maturity Date” means June 7, 2020.
Euro Tranche C-6 Obligation Aggregate Payments” has the meaning set forth in Section 11.28(b).
Euro Tranche C-6 Obligation Fair Share” has the meaning set forth in Section 11.28(b).
Euro Tranche C-6 Obligation Fair Share Contribution Amount” has the meaning set forth in Section 11.28(b).
Euro Tranche C-6 Obligation Fair Share Shortfall” has the meaning set forth in Section 11.28(b).
Euro Tranche C-6 Repayment Date” has the meaning specified in Section 2.07.
Euro Tranche C-6 Term Loan” has the meaning specified in Section 2.01.
Euro Tranche C-6 Term Loan Borrowers” means MEH BV and MacDermid Funding.
Euro Tranche C-6 Term Loan Commitment” means, as to each Euro Tranche C-6 Term Loan Lender, its obligation to make Euro Tranche C-6 Term Loans to the Euro Tranche C-6 Term Loan Borrowers (i) pursuant to Amendment No. 8 on the Amendment No. 8 Funding Date in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on its signature page thereto under the caption “Euro Tranche Term Loan Commitment”, (ii) in the Assignment and Assumption pursuant to which such Lender becomes a party hereto and (iii) pursuant to Section 2.14 in an aggregate principal amount at any one time outstanding not to exceed the amount agreed to by such Lender in compliance with Section 2.14, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of Euro Tranche C-6 Term Loan Commitments on the Amendment No. 8 Funding Date was €630,000,000.
Euro Tranche C-6 Term Loan Facility” has the meaning specified in the definition of “Facility”.
Euro Tranche C-6 Term Loan Lender” means, at any time, any Lender that has a Euro Tranche C-6 Term Loan Commitment or an outstanding Euro Tranche C-6 Term Loan at such time.

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Euro Tranche Term Loan Borrowers” means the Euro Tranche C-5 Term Loan Borrowers and the Euro Tranche C-6 Term Loan Borrowers.
Euro Tranche Term Loan Commitment” means the Euro Tranche C-5 Term Loan Commitment and the Euro Tranche C-6 Term Loan Commitment.
Euro Tranche Term Loan Facility” means the Euro Tranche C-5 Term Loan Facility and the Euro Tranche C-6 Term Loan Facility.
Euro Tranche Term Loan Lender” means any Euro Tranche C-5 Term Loan Lender and any Euro Tranche C-6 Term Loan Lender.
Euro Tranche Term Loans” means the Euro Tranche C-5 Term Loans and the Euro Tranche C-6 Term Loans.
Eurocurrency Liabilities” has the meaning specified in Section 3.04(c).
Eurocurrency Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan (i) that is a Term Loan (other than a Euro Tranche C-5 Term Loan or a Euro Tranche C-6 Term Loan), an interest rate per annum equal to the greater of (a) 1.00% per annum and (b) the product of (A) the Eurodollar Rate in effect for such Interest Period and (B) Statutory Reserves, (ii) that is a Euro Tranche C-5 Term Loan or a Euro Tranche C-6 Term Loan, an interest rate per annum equal to the greater of (a) 0.75% per annum and (b) the product of (A) the Eurodollar Rate in effect for such Interest Period and (B) Statutory Reserves and (iii) that is a Revolving Credit Loan, an interest rate per annum equal to the product of (A) the Eurodollar Rate in effect for such Interest Period and (B) Statutory Reserves.
Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.
Eurodollar Rate” means for any Interest Period: (A) as to any Eurocurrency Rate Loan denominated in Dollars, (i) the rate per annum determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (such page currently being the LIBOR01 page) (the “US LIBO Rate”) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time), two Business Days prior to the commencement of such Interest Period, (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or if such page or service shall cease to be available, the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays the US LIBO Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period or (iii) in the event the rates referenced in the preceding clauses (i) and (ii) are not available, the rate per annum determined by the Administrative Agent to be the average offered quotation rate by major banks in the London interbank market to Barclays for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the Eurocurrency Rate Loan for which the Eurodollar Rate is then being determined with maturities comparable to such Interest Period as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period; provided that if US LIBO Rates are quoted under either of the preceding clauses (i) or (ii), but there is no such quotation for the Interest Period elected, the US LIBO Rate shall be equal to the Interpolated Rate; and provided, further, that if any such rate determined pursuant to the preceding clauses (i), (ii) or (iii) is below zero, the Eurodollar Rate will be deemed to be zero, (B) as to any Eurocurrency Rate Loan denominated in Euros, (i) the rate per annum determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays the European interbank offered rate administered by ICE Benchmark Administration Limited (such page currently being the EURIBOR01) (the “EURO LIBO Rate”) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (Brussels, Belgium time), two Business Days prior to the commencement of such Interest Period, (ii) in the event the rate referenced in the preceding clause (i) does not

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appear on such page or service or if such page or service shall cease to be available, the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays the EURO LIBO Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period or (iii) in the event the rates referenced in the preceding clauses (i) and (ii) are not available, the rate per annum determined by the Administrative Agent to be the average offered quotation rate by major banks in the London interbank market to Barclays for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the Eurocurrency Rate Loan for which the Eurodollar Rate is then being determined with maturities comparable to such Interest Period as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period; provided that if EURO LIBO Rates are quoted under either of the preceding clauses (i) or (ii), but there is no such quotation for the Interest Period elected, the EURO LIBO Rate shall be equal to the Interpolated Rate; and provided, further, that if any such rate determined pursuant to the preceding clauses (i), (ii) or (iii) is below zero, the Eurodollar Rate will be deemed to be zero and (C) as to any Eurocurrency Rate Loan denominated in an Alternative Currency other than Euros, (i) the rate per annum determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (the “Alternate Currency LIBO Rate”) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in such Alternate Currency, determined as of approximately 11:00 a.m. (London, England time), two Business Days prior to the commencement of such Interest Period, (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or if such page or service shall cease to be available, the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays the Alternate Currency LIBO Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period or (iii) in the event the rates referenced in the preceding clauses (i) and (ii) are not available, the rate per annum determined by the Administrative Agent to be the average offered quotation rate by major banks in the London interbank market to Barclays for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the Eurocurrency Rate Loan for which the Eurodollar Rate is then being determined with maturities comparable to such Interest Period as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period; provided that if Alternate Currency LIBO Rates are quoted under either of the preceding clauses (i) or (ii), but there is no such quotation for the Interest Period elected, the Alternate Currency LIBO Rate shall be equal to the Interpolated Rate; and provided, further, that if any such rate determined pursuant to the preceding clauses (i), (ii) or (iii) is below zero, the Eurodollar Rate will be deemed to be zero.
Event of Default” has the meaning specified in Section 9.01.
Excess Cash Flow” means, for any fiscal year of PSP, (a) the sum, without duplication, of (i) Consolidated EBITDA for such fiscal year and (ii) reductions to noncash working capital of PSP and its Restricted Subsidiaries for such fiscal year (i.e., the decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year (excluding any changes in working capital due to the effects of purchase accounting adjustments)) minus (b) the sum, without duplication, of (i) the amount of any taxes paid in cash by PSP and its Restricted Subsidiaries with respect to such fiscal year (including any franchise taxes imposed in lieu of income taxes), (ii) Consolidated Interest Expense for such fiscal year paid in cash, (iii) the amount of any Capital Expenditures and the cash used during such period for investments (including any Permitted Acquisition) made by PSP and its Restricted Subsidiaries, in each case, to the extent permitted under this Agreement (whether or not such Capital Expenditure, investment or acquisition shall have been consummated) and that are made in cash during such fiscal year, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA, (iv) permanent repayments of Indebtedness (other than Voluntary Prepayments and mandatory prepayments of Loans under Section 2.05(b)) made in cash by PSP and its Restricted Subsidiaries during such fiscal year, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness, (v) the cash amounts added back to Consolidated EBITDA during such fiscal year

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pursuant to the definition of such term (excluding, for the avoidance of doubt, amounts added back to Consolidated EBITDA pursuant to clauses (a)(i) and (ii) in the definition thereof to the extent such amounts are otherwise deducted from Excess Cash Flow pursuant to this clause (b)), (vi) additions to noncash working capital for such fiscal year (i.e., the increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year), (vii) cash earnout and royalty payments made during such fiscal year to former owners of Acquired Entities that were not deducted as expenses in determining Consolidated Net Income, (viii) the aggregate amount of Restricted Payments made in cash during such fiscal year in accordance with Section 8.05(a) and (ix) the aggregate amount of any fees and expenses paid in cash during such fiscal year in connection with any Indebtedness permitted to be incurred pursuant to Section 8.02 (whether or not consummated).
Exchange Rate” means on any day, with respect to any Alternative Currency, the rate at which such Alternative Currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Bloomberg Key Cross-Currency Rates Page for such Alternative Currency. In the event that such rate does not appear on any Bloomberg Key Cross-Currency Rates Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and MacDermid, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such Alternative Currency are then being conducted, at or about 10:00 a.m. (London time) on such date for the purchase of Dollars for delivery two Business Days later, provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with MacDermid, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.
Excluded Domestic Subsidiary” means any Domestic Subsidiary that is disregarded as a separate entity for U.S. federal income tax purposes and owns no material assets other than the Equity Interests of one or more Foreign Subsidiaries (held directly or indirectly through one or more disregarded entities).
Excluded Subsidiary” means (i) any Immaterial Subsidiary, (ii) any Unrestricted Subsidiary or (iii) any Subsidiary that is excluded from Guaranteeing the Obligations pursuant to the Agreed Security Principles.
Excluded Swap Obligation” means, with respect to any Guarantor, (a) as it relates to all or a portion of the Guarantee of such Guarantor, any Swap Obligation if, and to the extent that, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor becomes effective with respect to such Swap Obligation or (b) as it relates to all or a portion of the grant by such Guarantor of a security interest, any Swap Obligation if, and to the extent that, such Swap Obligation (or such security interest in respect thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the security interest of such Guarantor becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.
Existing Amended and Restated Credit Agreement” has the meaning specified in the recitals hereto.
Existing Credit Agreement” means that certain Credit Agreement dated as of April 12, 2007, among MacDermid Holdings, LLC, a Delaware limited liability company, Matrix Acquisition Corp. and MacDermid, Incorporated (as successor to Matrix Acquisition Corp.), a Connecticut corporation, certain subsidiaries of MacDermid, Incorporated from time to time party thereto, the lenders from time to time party thereto, Credit Suisse AG, as administrative agent and the other agents and parties party thereto from time to time.

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Existing Dollar Revolving Loans” has the meaning specified in Section 2.16(a).
Existing Dollar Revolving Tranche” has the meaning specified in Section 2.16(a).
Existing First Lien Credit Agreement” has the meaning specified in the recitals hereto.
Existing Indebtedness” means the obligations under the Existing Credit Agreement and the Existing Notes.
Existing Letters of Credit” means the letters of credit set forth on Schedule 1.01(a) hereto.
Existing Loans” has the meaning specified in Section 2.16(a).
Existing Mortgages” means those mortgages, deeds of trust or other agreements delivered in connection with the Existing Credit Agreement.
Existing Multicurrency Revolving Loans” has the meaning specified in Section 2.16(a).
Existing Multicurrency Revolving Tranche” has the meaning specified in Section 2.16(a).
Existing Notes” means MacDermid’s 9 ½% Senior Subordinated Notes due 2017.
Existing Revolving Loans” has the meaning specified in Section 2.16(a).
Existing Term Loans” has the meaning specified in Section 2.16(a).
Existing Term Tranche” has the meaning specified in Section 2.16(a).
Existing Tranche” has the meaning specified in Section 2.16(a).
Extended Dollar Revolving Commitments” has the meaning specified in Section 2.16(a).
Extended Dollar Revolving Tranche” has the meaning specified in Section 2.16(a).
Extended Loans” has the meaning specified in Section 2.16(a).
Extended Multicurrency Revolving Commitments” has the meaning specified in Section 2.16(a).
Extended Multicurrency Revolving Tranche” has the meaning specified in Section 2.16(a).
Extended Revolving Commitments” has the meaning specified in Section 2.16(a).
Extended Revolving Tranche” has the meaning specified in Section 2.16(a).
Extended Term Loans” has the meaning specified in Section 2.16(a).
Extended Term Tranche” has the meaning specified in Section 2.16(a).
Extended Tranche” has the meaning specified in Section 2.16(a).
Extending Lender” has the meaning specified in Section 2.16(b).
Extension” has the meaning specified in Section 2.16(b).
Extension Amendment” has the meaning specified in Section 2.16(c).

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Extension Date” has the meaning specified in Section 2.16(c).
Extension Election” has the meaning specified in Section 2.16(b).
Extension Request” has the meaning specified in Section 2.16(a).
Extension Request Deadline” has the meaning specified in Section 2.16(b).
Facility” means each of (a) the Tranche B-6 Term Loan Commitments and the Tranche B-6 Term Loans made thereunder (the “Tranche B-6 Term Loan Facility”), (b) the Tranche B-7 Term Loan Commitments and the Tranche B-7 Term Loans made thereunder (the “Tranche B-7 Term Loan Facility”), (c) the Euro Tranche C-5 Term Loan Commitments and the Euro Tranche C-5 Term Loans made thereunder (the “Euro Tranche C-5 Term Loan Facility”), (d) the Euro Tranche C-6 Term Loan Commitments and the Euro Tranche C-6 Term Loans made thereunder (the “Euro Tranche C-6 Term Loan Facility”), (e) any New Term Loan Facility, (f) the Initial Dollar Revolving Credit Commitments and the extensions of credit made thereunder (the “Initial Dollar Revolving Credit Facility”), (g) the Initial Multicurrency Revolving Credit Commitments and the extensions of credit made thereunder (the “Initial Multicurrency Revolving Credit Facility”), (h) the Amendment No. 4 Extended Dollar Revolving Credit Commitments and the extensions of credit made thereunder (the “Amendment No. 4 Extended Dollar Revolving Credit Facility”), (i) the Amendment No. 4 Extended Multicurrency Revolving Credit Commitments and the extensions of credit made thereunder (the “Amendment No. 4 Extended Multicurrency Revolving Credit Facility”), (j) the Amendment No. 9 Extended Dollar Revolving Credit Commitments and the extensions of credit made thereunder (the “Amendment No. 9 Extended Dollar Revolving Credit Facility”) and (k) the Amendment No. 9 Extended Multicurrency Revolving Credit Commitments and the extensions of credit made thereunder (the “Amendment No. 9 Extended Multicurrency Revolving Credit Facility”), as the context may require.
Factoring Agreement” means an agreement by and between a Borrower or a Subsidiary of the Borrower and a Factoring Company pursuant to which such Borrower or such Subsidiary shall, pursuant to customary terms for the size and type of transaction involved, sell, transfer and assign its rights, title and interests in certain accounts receivable, specifically identified therein, to a Factoring Company.
Factoring Company” means that certain Person party to any Factoring Agreement to whom a Borrower or a Subsidiary of a Borrower sells, transfers and assigns its right, title and interests in certain accounts receivable pursuant to the terms of such Factoring Agreement.
FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.
FCPA” means the United States Foreign Corrupt Practices Act of 1977, as amended.
Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.
Financial Support Direction” has the meaning set out in section 43 of the UK Pensions Act 2004.
First-Tier Foreign Subsidiary” means any Foreign Subsidiary that is owned directly by a Loan Party.

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First Lien Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated First Lien Indebtedness as of such date minus the unrestricted cash and Cash Equivalents of the Borrowers and the Guarantors as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ending on such date.
Flood Laws” has the meaning specified in Section 7.12(b)(iv).
Foreign Borrower” means any Borrower that is that is not a US Borrower.
Foreign Government Scheme or Arrangement” has the meaning specified in Section 6.12(d).
Foreign Lender” has the meaning specified in Section 11.14(a).
Foreign Plan” has the meaning specified in Section 6.12(d).
Foreign Mortgaged Property” means each Material Real Property located outside of the United States of America, if any, owned by any Loan Party and which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 7.12.
Foreign Subsidiary” means any Restricted Subsidiary that is not a Domestic Subsidiary.
Fraudulent Transfer Laws” has the meaning assigned to such term in Section 11.24(a).
FRB” means the Board of Governors of the Federal Reserve System of the United States.
French Guarantor” means a Guarantor with its jurisdiction of organization or formation under the laws of France.
Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to each L/C Issuer, such Defaulting Lender’s Pro Rata Share of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms hereof.
Fully Satisfied” means, with respect to the Obligations as of any date, that, as of such date, (a) all principal of and interest accrued to such date which constitute Obligations shall have been irrevocably paid in full in cash, (b) all fees, expenses and other amounts then due and payable which constitute Obligations shall have been irrevocably paid in cash, (c) all outstanding Letters of Credit shall have been (i) terminated, (ii) fully irrevocably Cash Collateralized or (iii) secured by one or more letters of credit on terms and conditions, and with one or more financial institutions, reasonably satisfactory to the L/C Issuer and (d) the Commitments shall have expired or been terminated in full.
Fund” has the meaning specified in Section 11.06(g).
Funding Borrower” has the meaning assigned to such term in Section 11.24.
GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.
Govern” has the meaning specified in the definition of “Affiliate.”
Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other

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entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government including, without limitation, any agency of the European Union or similar monetary or multinational authority.
Granting Lender” has the meaning specified in Section 11.06(b)(vii).
Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.
Guarantors” means a collective reference to Holdings and the Subsidiary Guarantors and, in addition, with respect to Obligations incurred by a Foreign Subsidiary, PSP and MacDermid.
Guaranty” means, collectively, the Guaranty made by the Guarantors and PSP in favor of the Administrative Agent and the Lenders pursuant to Article IV.
Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic materials, substances, wastes or other contaminants or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other materials, substances or wastes of any nature regulated pursuant to any Environmental Law.
Hedge Bank” means any Person that is an Agent, an Arranger, the Bookrunner or a Lender, in each case at the time such applicable Secured Hedge Agreement is entered into, or an Affiliate of any of the foregoing, in its capacity as a party to a Secured Hedge Agreement.
Holdings” has the meaning specified in the preamble hereto.
Honor Date” has the meaning specified in Section 2.03(c)(i).
Immaterial Subsidiary” means each Restricted Subsidiary designated as such by the Borrowers to the Administrative Agent in writing that meets all of the following criteria calculated on the Pro Forma Basis by reference to the most recently delivered set of financial statements delivered pursuant to Section 7.01(a): (a) the consolidated total assets of such Restricted Subsidiary and its Restricted Subsidiaries (on a consolidated basis) as of the date of such statements, do not exceed an amount equal to 2.5% of the total assets of the Borrowers and their Restricted Subsidiaries as of such date; and (b) all assets of all Immaterial Subsidiaries, taken as a whole, for the four fiscal quarter period ending on such date do not exceed an amount equal to 5.0% of the total assets of the Borrowers and their Restricted Subsidiaries, taken as a whole, for such period.
Increased Amount Date” has the meaning specified in Section 2.14(a).

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Incremental Amendment” has the meaning specified in Section 2.14.
Incremental Amendment Date” means October 1, 2014.
Incremental Commitment” means any commitment made by a lender to provide all or any portion of an Incremental Facility or Incremental Loans.
Incremental Facilities” has the meaning assigned to such term in Section 2.14(a).
Incremental Loans” has the meaning assigned to such term in Section 2.14(a).
Incremental Revolving Commitment” means any commitment made by a lender to provide all or any portion of an Incremental Revolving Facility or Incremental Revolving Loans.
Incremental Revolving Facility” has the meaning assigned to such term in Section 2.14(a).
Incremental Revolving Loans” has the meaning assigned to such term in Section 2.14(a).
Incremental Term Facility” has the meaning assigned to such term in Section 2.14(a).
Incremental Term Loans” has the meaning assigned to such term in Section 2.14(a).
Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements, convertible securities (to the extent that they have put provisions that are exercisable during the term of this Agreement) or other similar instruments;
(b)    all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
(c)    all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);
(d)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
(e)    capital leases and Synthetic Lease Obligations; and
(f)    all Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. Notwithstanding the foregoing, however, Indebtedness shall not include any UK Pension Plan Liabilities and Obligations under (i) The MacDermid Profit Sharing and Employee Stock Ownership Plan, the MacDermid Canning PLC Defined Benefit Pension Plan, The MacDermid Canning GmBH Defined Benefit Pension Plan, The MacDermid Chemical Taiwan LTD. Defined Benefit Pension Plan, The MacDermid, Incorporated Retiree Medical/Dental Plan, The MacDermid Supplement Executive Retirement Plan and The Nippon MacDermid Defined Benefit Pension Plan, The MacDermid Incorporated All Employees Pension Plan, another Foreign Plan, Foreign Government Scheme or Arrangement or another employee benefit plan or (ii) the obligations set forth under Schedule 1.01(h) reflected in Amendment No. 2 upon the Amendment No. 2 Funding Date.

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Indemnitee” has the meaning specified in Section 11.04(b).
Information” has the meaning specified in Section 11.07.
Informational Website” has the meaning specified in Section 7.02.
Initial Availability Period” means the period from and including the Closing Date to but excluding the earliest of (a) the Initial Revolving Credit Maturity Date, (b) the date of termination of the Initial Revolving Credit Commitments pursuant to Section 2.06 and (c) the date of termination of the commitment of each Initial Revolving Credit Lender to make Initial Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 9.02.
Initial Dollar Revolving Credit Commitment” means, as to each Initial Dollar Revolving Lender, its obligation to (a) make Initial Dollar Revolving Credit Loans to the Revolving Credit Borrowers pursuant to Section 2.01 and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Initial Dollar Revolving Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
Initial Dollar Revolving Credit Facility has the meaning specified in the definition of “Facility”.
Initial Dollar Revolving Credit Loan” has the meaning specified in Section 2.01.
Initial Dollar Revolving Lender” means, at any time, any Lender that has an Initial Dollar Revolving Credit Commitment or an outstanding Initial Dollar Revolving Credit Loan at such time.
Initial Multicurrency Revolving Credit Commitment” means, as to each Initial Multicurrency Revolving Lender, its obligation to make Initial Multicurrency Revolving Credit Loans to the Revolving Credit Borrowers pursuant to Section 2.01, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Initial Multicurrency Revolving Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
Initial Multicurrency Revolving Credit Facility” has the meaning specified in the definition of “Facility”.
Initial Multicurrency Revolving Credit Loan” has the meaning specified in Section 2.01.
Initial Multicurrency Revolving Lender” means, at any time, any Lender that has an Initial Multicurrency Revolving Credit Commitment or an outstanding Initial Multicurrency Revolving Credit Loan at such time.
Initial Revolving Credit Commitments” means the Initial Dollar Revolving Credit Commitments and the Initial Multicurrency Revolving Credit Commitments, as the context may require.
Initial Revolving Credit Lenders” means the Initial Dollar Revolving Lenders and the Initial Multicurrency Revolving Lenders, as the context may require.
Initial Revolving Credit Loans” means the Initial Dollar Revolving Credit Loans and the Initial Multicurrency Revolving Credit Loans, as the context may require.
Initial Revolving Credit Maturity Date” means, with respect to any Initial Revolving Credit Loan, the earlier of (i) June 7, 2018 and (ii) (x) in the case of the Initial Dollar Revolving Credit Facility, the date of termination in whole of the Initial Dollar Revolving Credit Commitments and the Letter of Credit Commitments pursuant to Section

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2.06 or 9.02 and (y) in the case of the Initial Multicurrency Revolving Credit Facility, the date of termination in whole of the Initial Multicurrency Revolving Credit Commitments pursuant to Section 2.06 or 9.02.
Intellectual Property Security Agreement” means an Intellectual Property Security Agreement to be executed and delivered by a Loan Party in accordance with the Agreed Security Principles, substantially in the form of Exhibit D or such other form approved by the Administrative Agent.
Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and in the case of any Term Loans, the applicable Term Loan Maturity Date, or in the case of Revolving Credit Loans, the applicable Revolving Credit Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and in the case of any Term Loans, the applicable Term Loan Maturity Date, or in the case of Revolving Credit Loans, the applicable Revolving Credit Maturity Date.
Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter (or twelve months, if at the time of the relevant Borrowing, interest periods of such length are available to all applicable Lenders), as selected by any Borrower in its Committed Loan Notice; provided that:
(i)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(ii)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(iii)    no Interest Period shall extend beyond, in the case of any Term Loans, the applicable Term Loan Maturity Date, or in the case of Revolving Credit Loans, the applicable Revolving Credit Maturity Date.
Interpolated Rate” means, in relation to the US LIBO Rate, EURO LIBO Rate or Alternate Currency LIBO Rate, as applicable, the rate which results from interpolating on a linear basis between:
(i)    the applicable US LIBO Rate, EURO LIBO Rate or Alternate Currency LIBO Rate, as applicable, for the longest period (for which that US LIBO Rate, EURO LIBO Rate or Alternate Currency LIBO Rate, as applicable, is available) which is less than the Interest Period of that Loan; and
(ii)    the applicable US LIBO Rate, EURO LIBO Rate or Alternate Currency LIBO Rate, as applicable, for the shortest period (for which that US LIBO Rate, EURO LIBO Rate or Alternate Currency LIBO Rate, as applicable, is available) which exceeds the Interest Period of that Loan,
each as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period of that Loan.
Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

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IP Rights” has the meaning set forth in Section 6.17.
IRS” means the United States Internal Revenue Service.
Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and any Borrower (or any Restricted Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.
Judgment Currency” shall have the meaning assigned to such term in Section 11.23(a).
Judgment Currency Conversion Date” shall have the meaning assigned to such term in Section 11.23(a).
Latest Maturity Date” shall mean, at any date, the latest maturity date of all classes of Loans or Commitments that are outstanding on such date.
Laws” means, collectively, all international, foreign, Federal, state and local laws, statutes, treaties, rules, regulations or any determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such person or any of its Real Property or personal property or to which such person or any of its property of any nature is subject.
L/C Advance” means, with respect to each Dollar Revolving Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Dollar Share.
L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.
L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof, which shall be substantially in the form of Exhibit K hereto.
L/C Issuer” means as the context may require, (i) with respect to any Existing Letter of Credit, Credit Suisse AG and (ii) with respect to any other Letter of Credit (other than an Existing Letter of Credit) Barclays Bank PLC or any Lender that may become an L/C Issuer pursuant to Section 2.03(l) or Section 2.03(m), with respect to Letters of Credit issued by such Lender. The L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. For the avoidance of doubt, Credit Suisse AG has no obligations to issue any Letters of Credit (other than Existing Letters of Credit) after the Closing Date
L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.
L/C Replacement Date” has the meaning assigned to such term in Section 2.03(n).
L/C Resignation” has the meaning assigned to such term in Section 2.03(n).
LCA Election” has the meaning assigned to such term in the definition of “Pro Forma Basis”.
LCA Test Date” has the meaning assigned to such term in the definition of “Pro Forma Basis”.
Leases” means any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property.

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Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the L/C Issuer.
Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify MacDermid and the Administrative Agent.
Letter of Credit” means any letter of credit issued hereunder and shall include the Existing Letters of Credit. A Letter of Credit shall be a standby letter of credit.
Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.
Letter of Credit Commitment” means the commitment of the L/C Issuer to issue Letters of Credit pursuant to Section 2.03.
Letter of Credit Expiration Date” means the day that is five Business Days prior to the Amendment No. 9 Extended Revolving Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).
Letter of Credit Fee” has the meaning specified in Section 2.03(i).
Letter of Credit Sublimit” means an amount equal to $30,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Dollar Revolving Credit Facility.
Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any financing lease having substantially the same economic effect as any of the foregoing).
Limited Condition Transaction” shall mean any acquisition or Investment by one or more of the Borrowers and their respective Restricted Subsidiaries of or in any assets, business or Person permitted by this Agreement whose consummation is not conditioned on the availability of, or on obtaining, third party financing.
Loan” means an extension of credit by a Lender to any Borrower under Article II in the form of a Term Loan or Revolving Credit Loan, an Extended Term Loan or an Extended Revolving Loan.
Loan Documents” means, collectively, this Agreement, each Note, each Issuer Document, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, each joinder agreement referred to in Section 2.14, each Subsidiary Joinder Agreement and the Collateral Documents.
Loan Parties” means, collectively, Holdings, the Borrowers and each Restricted Subsidiary that is or becomes a party to a Loan Document.
MacDermid” has the meaning specified in the preamble hereto.
MacDermid Funding” means MacDermid Funding LLC, a Delaware limited liability company.
Majority Facility Lenders” means (a) with respect to the Term Loan Facility, the holders of a majority of the aggregate unpaid principal amount of the Tranche B Term Loan Commitments and Tranche B Term Loans outstanding under the Term Loan Facility, (b) with respect to the Revolving Credit Facility, the holders of a majority of the Aggregate Revolving Credit Exposure, (c) with respect to the Dollar Revolving Credit Facility, the holders of

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a majority of the Aggregate Dollar Revolving Credit Exposure and (d) with respect to the Multicurrency Revolving Credit Facility, the holders of a majority of the Aggregate Multicurrency Revolving Credit Exposure.
Make Whole Payment” has the meaning set forth in the Arysta Acquisition Agreement.
Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of PSP and its Restricted Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.
Material Real Property” has the meaning specified in Section 7.12(b).
Maximum Guaranteed Amount” has the meaning specified in Section 4.08(b).
Maximum Rate” has the meaning specified in Section 11.09.
MEH BV” means MacDermid European Holdings B.V., a company organized under the laws of the Netherlands having its official seat in Etten-Leur and registered with the Dutch trade register under number 20086929.
Mexico” means United Mexican States (Estados Unidos Mexicanos).
Mexican Guarantor” means a Guarantor with its jurisdiction of organization or formation under the laws of Mexico.
Minimum Collateral Amount” means, at any time, (a) with respect to cash collateral consisting of cash or deposit account balances, an amount equal to 105% of the Fronting Exposure of any L/C Issuer with respect to Letters of Credit issued and outstanding at such time and (b) for purposes of Section 2.15, an amount reasonably determined by the Administrative Agent and the applicable L/C Issuer.
Minimum Eurocurrency Borrowing Amount” means, (i) with respect to Section 2.02(a)(2), a principal amount equal to the Dollar Equivalent of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Section 2.05(a)(ii), a principal amount equal to the Dollar Equivalent of $1,000,000 or a whole multiple of $500,000 in excess thereof.
Minimum Extension Condition” has the meaning specified in Section 2.16(e).
Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
Mortgage” means an agreement, including, but not limited to, a fee mortgage, deed of trust, deeds to secure debt, assignment of rents and leases or any other document, creating and evidencing a Lien on a Domestic Mortgaged Property or Foreign Mortgaged Property and delivered pursuant to Section 7.12, as may be amended, modified, supplemented, extended and/or consolidated from time to time, which shall be substantially in the form of Exhibit F or such other form reasonably satisfactory to the Administrative Agent, which in the case of any Domestic Mortgaged Property, shall be in the form of Mortgage substantially similar to the Existing Mortgage, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law.
Multicurrency Revolving Credit Borrowing” means (i) an Initial Multicurrency Revolving Credit Borrowing, (ii) an Amendment No. 4 Extended Revolving Credit Borrowing, (iii) an Amendment No. 9 Extended Revolving Credit Borrowing and (iv) any borrowing under any other Extended Multicurrency Revolving Tranche consisting of simultaneous Multicurrency Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period.

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Multicurrency Revolving Credit Commitment” means (i) the Initial Multicurrency Revolving Credit Commitment, (ii) the Amendment No. 4 Extended Multicurrency Revolving Credit Commitment, (iii) the Amendment No. 9 Extended Multicurrency Revolving Credit Commitment and (iv) any other Extended Multicurrency Revolving Commitments, as the context may require.
Multicurrency Revolving Credit Facility” means (i) the Initial Multicurrency Revolving Credit Facility, (ii) the Amendment No. 4 Extended Multicurrency Revolving Credit Facility and (iii) the Amendment No. 9 Extended Multicurrency Revolving Credit Facility.
Multicurrency Revolving Credit Loan” means (i) the Initial Multicurrency Revolving Credit Loans, (ii) the Amendment No. 4 Extended Multicurrency Revolving Credit Loans, (iii) the Amendment No. 9 Extended Multicurrency Revolving Credit Loans and (iv) any other Extended Multicurrency Revolving Tranche, as the context may require.
Multicurrency Revolving Lender” means, at any time, any Lender that has a Multicurrency Revolving Credit Commitment or an outstanding Multicurrency Revolving Credit Loan at such time.
Multicurrency Revolving Note” has the meaning specified in Section 2.11(a).
Multicurrency Total Outstandings” means the aggregate Outstanding Amount of all Multicurrency Revolving Credit Loans.
Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six plan years, has made or been obligated to make contributions.
NAIP” means Netherlands Agricultural Investment Partners LLC, a Delaware limited liability company.
Net Cash Proceeds” means, (a) with respect to any Asset Sale or Recovery Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received therefrom (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by such asset and that is required to be repaid in connection with the sale thereof (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses incurred by any Borrower or any Restricted Subsidiary in connection therewith and (C) income taxes reasonably estimated to be actually payable as a result of any gain recognized in connection therewith; provided, however, that, if (x) the Borrowers shall deliver a certificate of a Responsible Officer of the Borrowers to the Administrative Agent at the time of receipt thereof setting forth the Borrowers’ intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Borrowers and the Restricted Subsidiaries within (1) 360 days of receipt of such proceeds or (2) if the Borrowers enter into a legally binding commitment to reinvest such proceeds within 360 days following receipt thereof, within the earlier of 180 days following the date such legally binding commitment is entered into and the date on which such legally binding commitment terminates or is abandoned without the consummation of the reinvestment contemplated thereby (such applicable period described in clause (1) or (2), the “Reinvestment Period”) and (y) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, such proceeds shall not constitute Net Cash Proceeds except to the extent not so used at the end of the Reinvestment Period, at which time such proceeds shall be deemed to be Net Cash Proceeds; provided, further, that any proceeds of such a Recovery Event (from settlement of insurance or otherwise) shall be remitted to the Borrowers so long as such proceeds are not deemed to be Net Cash Proceeds; and (b) with respect to any issuance or disposition of Indebtedness, the cash proceeds thereof, net of all taxes and reasonable and customary fees, commissions, costs and other expenses incurred by the Borrowers and the Restricted Subsidiaries in connection therewith.
New Dollar Revolving Credit Loans” has the meaning assigned to such term in Amendment No. 4.

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New Loan Lender” has the meaning specified in Section 2.14(a).
New Multicurrency Revolving Credit Loans” has the meaning assigned to such term in Amendment No. 4.
New Term Loan Commitments” mean the commitments in respect of any New Term Loan Facility.
New Term Loan Facility” has the meaning assigned to such term in Section 2.14(a) of this Agreement and shall include the Tranche B-6 Term Loan Facility, the Tranche B-7 Term Loan Facility, the Euro Tranche C-5 Term Loan Facility and the Euro Tranche C-6 Term Loan Facility, in each case, as increased from time to time (if applicable).
New Term Loan Maturity Date” means the maturity date or expiration date of any New Term Loan.
New Term Loans” means any advance made by a lender under a New Term Loan Facility.
NFIP” has the meaning specified in Section 7.12(b)(iv).
Non-Excluded Taxeshas the meaning specified in Section 3.01(a).
Non-Extending Lender” has the meaning specified in Section 2.17(d).
Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).
Note” or “Notes” means the Term Loan Notes, the Dollar Revolving Notes and/or the Multicurrency Revolving Notes, individually or collectively, as appropriate.
Note Escrow” means an escrow arrangement for the deposit of the gross proceeds of the notes to be issued by PSPC Escrow Corp. in connection with the Arysta LifeScience Acquisition into an escrow account (or accounts) in accordance with the terms of the Note Indenture and the Note Escrow and Security Agreement.
Note Escrow and Security Agreement” means that certain escrow and security agreement dated as of February 2, 2015 (as may be amended, supplemented, amended and restated or otherwise modified from time to time), by and among PSPC Escrow Corp., as grantor and Computershare Trust Company N.A., as trustee and escrow agent.
Note Indenture” means that certain indenture dated as of February 2, 2015 (as may be amended, supplemented, amended and restated or otherwise modified from time to time), by and among PSPC Escrow Corp., as escrow issuer, Computershare Trust Company N.A., as trustee, and Société Générale Bank & Trust, as paying agent, transfer agent and registrar.
NPL” means the National Priorities List maintained by the U.S. Environmental Protection Agency pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980.
Obligation Currency” shall have the meaning assigned to such term in Section 11.23(a).
Obligation Aggregate Payments” has the meaning assigned to such term in Section 11.24(b).
Obligation Fair Share” has the meaning assigned to such term in Section 11.24(b).
Obligation Fair Share Contribution Amount” has the meaning assigned to such term in Section 11.24(b).
Obligation Fair Share Shortfall” has the meaning assigned to such term in Section 11.24(b).

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Obligations” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under (i) any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising including the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by any Loan Party under any Loan Document and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (ii) any Secured Hedge Agreement, (iii) any Treasury Management Agreement between any Loan Party and an Agent, an Arranger, the Bookrunner or a Lender, in each case at the time such applicable Treasury Management Agreement is entered into, or an Affiliate of any of the foregoing and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its reasonable sole discretion, may elect to pay or advance on behalf of such Loan Party. Notwithstanding anything to the contrary, the “Obligations” shall not include any Excluded Swap Obligations.
OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State.
Off-Balance Sheet Liabilities” means all liabilities of PSP and its Restricted Subsidiaries to the extent that such liabilities do not appear on the consolidated balance sheet of PSP, including, without limitation, liabilities, if any, in respect of the factoring and securitization of receivables.
OID” has the meaning specified in Section 2.14(d).
Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
Other Taxes” has the meaning specified in Section 3.01(b).
Outstanding Amount” means (i) with respect to Dollar Revolving Credit Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Dollar Revolving Credit Loans occurring on such date; (ii) with respect to Multicurrency Revolving Credit Loans on any date, the Dollar Equivalent of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Multicurrency Revolving Credit Loans occurring on such date and (iii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.
PSP” has the meaning specified in the preamble hereto.
Parallel Debt” means any amount which a Parallel Debt Loan Party owes to the Collateral Agent under Section 11.25.
Parallel Debt Loan Party” means a Loan Party that is a party to this Agreement.
Participant” has the meaning specified in Section 11.06(d).
Participant Register” has the meaning specified in Section 11.06(d).

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Paying Agent” has the meaning specified in Section 10.07.
PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.
Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Borrower or any ERISA Affiliate or to which any Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding six plan years.
Pensions Regulator” means the body corporate known as the Pensions Regulator and established under Part 1 of the UK Pensions Act 2004.
Percival Acquisition” means the acquisition of all of the Equity Interests of Percival S.A., a société anonyme incorporated and organized under the laws of Belgium, pursuant to that certain Acquisition Agreement dated August 4, 2014, by and among a representative of Percival S.A., as the seller, BV Borrower, as the purchaser, and PSP, as guarantor.
Perfection Certificate” means the Pre-Closing UCC Diligence Certificate substantially in the form of Exhibit G or such other form approved by the Administrative Agent.
Permitted Acquisition” means (A) the acquisition by any Borrower or any wholly-owned Restricted Subsidiary (other than Holdings and Platform Delaware Holdings, Inc.) of all or substantially all the assets of a Person or line of business of such Person, or all of the Equity Interests of a Person (referred to herein as the “Acquired Entity”); provided that (i) the Acquired Entity shall be a going concern and shall be in a similar line of business (or one reasonably ancillary or complimentary thereto) as that of the Borrowers and the Restricted Subsidiaries as conducted during the current and most recently concluded calendar year; (ii)(A) no Event of Default or Default shall have occurred and be continuing both immediately before and immediately after the execution of the acquisition agreement by the relevant Restricted Group member and applicable seller(s), (B) at the time of such transaction the Borrowers would be in Pro Forma Compliance (whether or not in effect); provided, that if the Borrowers would not be in Pro Forma Compliance at the time of such transaction, then the aggregate amount of the consideration paid in connection with such acquisition of an Acquired Entity that does not become a Guarantor and any related acquisitions of an Acquired Entity that does not become a Guarantor pursuant to clause (e) of the definition of “Permitted Investments” (including Indebtedness of the Acquired Entity that is assumed by or on behalf of the Borrowers and their Restricted Subsidiaries (other than Holdings and Platform Delaware Holdings, Inc.) for any such purchase or other acquisition of an entity (other than in connection with the Chemtura Acquisition) that does not become a Guarantor (including by way of merger) when aggregated with the total cash and noncash consideration (calculated on the same basis) paid by or on behalf of the Borrowers and the other Restricted Subsidiaries (other than Holdings and Platform Delaware Holdings, Inc.) for all other purchases and other acquisitions made by the Borrowers and the other Restricted Subsidiaries (other than in connection with the Chemtura Acquisition) (other than Holdings and Platform Delaware Holdings, Inc.) after the Amendment No. 2 Effective Date of entities that do not become Guarantors (including by way of merger), shall not exceed the greater of (x) $300,000,000 and (y) 100% of the cumulative Consolidated EBITDA for all fiscal years of PSP completed after the Amendment No. 2 Effective Date and prior to the date of such Permitted Acquisition; (iii) PSP and its Restricted Subsidiaries shall not incur or assume any Indebtedness in connection with such acquisition, except as permitted by Section 8.02; (iv) the Borrowers shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Sections 7.12 and 7.14 and the Collateral Documents; and (v) the acquisition must be non-hostile or approved by the Acquired Entity’s board of directors and (B) the Chemtura Acquisition.
Permitted Equal Priority Refinancing Debt” means any secured Indebtedness incurred by the Borrowers and/or the Subsidiary Guarantors in the form of one or more series of senior secured notes, bonds or debentures; provided that (a) such Indebtedness is secured by Liens on all or a portion of the Collateral on an equal priority basis with the Liens on the Collateral securing the Obligations (but without regard to the control of remedies) and is not secured by any property or assets of Holdings, any Borrower or any Subsidiary Guarantor other than the Collateral, (b) such Indebtedness satisfies the applicable requirements set forth in the provisos to the definition of

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“Credit Agreement Refinancing Indebtedness”, (c) such Indebtedness is not at any time guaranteed by any Restricted Subsidiaries of the Borrowers other than the Subsidiary Guarantors and Holdings and (d) the holders of such Indebtedness (or their representative) and the Administrative Agent and/or Collateral Agent shall become parties to a Customary Intercreditor Agreement providing that the Liens on the Collateral securing such obligations shall rank equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the control of remedies).
Permitted Intercompany Transaction” means (a) a merger or consolidation solely of one or more Subsidiaries of PSP (provided that if one of such Subsidiaries is a Loan Party, the result of such merger or consolidation is that the surviving entity is a Loan Party and provided further that if one of such Subsidiaries is a Borrower, the result of such merger or consolidation is that the surviving entity is a Borrower); (b) a transaction consisting of the acquisition (which may, without limitation, occur through the liquidation and/or dissolution of such Subsidiary) of (i) all or substantially all of the Equity Interests of any Borrower (other than PSP) or Subsidiary of the Borrowers, (ii) all or substantially all of the assets of any Borrower (other than PSP) or any Subsidiary of the Borrowers or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Borrower (other than PSP) or any Subsidiary of the Borrowers, in each case by any one or more Loan Parties (provided, that if the transaction consists of the acquisition of the Equity Interests, assets or business of a division, branch or other unit or operation of a Borrower, the acquiring party shall also be a Borrower); (c) a transaction consisting of the acquisition (which may, without limitation, occur through the liquidation and/or dissolution of such Subsidiary) of (i) all or substantially all of the Equity Interests of any Subsidiary of the Borrowers that is not a Loan Party, (ii) all or substantially all of the assets of any Subsidiary of the Borrowers that is not a Loan Party, (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Subsidiary of the Borrowers that is not a Loan Party or (iv) any other similar intercompany transaction consented to in advance by the Administrative Agent that is not materially adverse to the Lenders, in each case by any one or more Subsidiaries of the Borrowers or Borrowers; provided that after giving effect to any of the above set forth in clauses (a) through (c), the Borrowers comply with Section 7.12 and (d) the liquidation, wind up, dissolution, deregistration or similar action with respect to any of the Subsidiaries listed on Schedule 1.01(e) hereto.
Permitted Investments” means:
(a)    Investments outstanding as of the Closing Date (such Investments in excess of $1,000,000 are set forth on Schedule 1.01(d)) and any replacements of such Investments with Investments of equal amount thereto;
(b)    (i) Investments by (x) Holdings and its Restricted Subsidiaries existing on the Closing Date in MacDermid and its Restricted Subsidiaries and (y) PSP and Platform Delaware Holdings, Inc. in each of their respective Restricted Subsidiaries as of the Amendment No. 1 Effective Date and (ii) additional Investments by PSP and its Restricted Subsidiaries in the Borrowers and the Restricted Subsidiaries (other than Holdings and Platform Delaware Holdings, Inc.); provided that (A) if such Investment shall be in the form of an investment in Equity Interests, any such Equity Interests held by a Loan Party shall be pledged pursuant to the Pledge and Security Agreement (subject to the limitation referred to in the proviso of Section 7.12(a)(iii) in the case of any First-Tier Foreign Subsidiary or Excluded Domestic Subsidiary), (B) the aggregate amount of Investments under this clause (b)(ii) by Loan Parties in Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed the greater of (x) $100,000,000 and (y) 33% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, and (C) if such Investment shall be in the form of a loan or advance, such loan or advance shall be unsecured, and, in the case of a loan or advance owed by a Loan Party to a Restricted Subsidiary that is not a Loan Party, shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent and, if such loan or advance shall be made by a Loan Party, shall be evidenced by a promissory note and such promissory note shall be pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Pledge and Security Agreement;
(c)    deposits with, or time deposits with, including certificates of deposits issued by, (i) any office located in the United States of any bank or trust company that is organized under the laws of the United States or any state thereof and has capital surplus and undivided profits aggregating at least $100,000,000, (ii) any Lender or (iii) any foreign bank for which S&P or Moody’s issues a rating of “A” or higher and which has capital surplus and undivided profits aggregating at least $100,000,000;

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(d)    Investments held by any Loan Party or such Restricted Subsidiary (other than Holdings and Platform Delaware Holdings, Inc.) in the form of Cash Equivalents;
(e)    Permitted Acquisitions;
(f)    Permitted Investments or Investments to the extent permitted pursuant to Sections 8.02, 8.03, 8.05 or 8.07;
(g)    Investments consisting of Permitted Swap Obligations;
(h)    intercompany loans and advances to PSP pursuant to Section 8.05(d); provided that such intercompany loans and advances (i) shall be made for the purposes, and shall be subject to all the applicable limitations set forth in, Section 8.05(d) and (ii) shall be unsecured and subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;
(i)    Reserved.
(j)    advances, loans or extensions of credit to customers and suppliers or to employees, in the ordinary course of business by any Borrower or any of its Restricted Subsidiaries; and
(k)    other Investments in an aggregate amount not to exceed the greater of (x) $100,000,000 and (y) 33% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding.
For all purposes of this Agreement, the amount of any Investment shall be the original costs of such Investment plus the cost of all additions thereto, without adjustments for increases or decreases in value, write-ups, write-downs or write-offs with respect to such Investment.
Permitted Junior Priority Refinancing Debt” means secured Indebtedness incurred by any Borrower and/or the Subsidiary Guarantors in the form of one or more series of junior lien secured notes, bonds or debentures or junior lien secured loans; provided that (a) such Indebtedness is secured by all or a portion of the Collateral on a junior priority basis to the Liens on the Collateral securing the Obligations and is not secured by any property or assets of Holdings, any Borrower or any Subsidiary Guarantor other than the Collateral, (b) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” (provided that such Indebtedness may be secured by a Lien on the Collateral that ranks junior to the Liens on the Collateral securing the Obligations, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness”), (c) the holders of such Indebtedness (or their representative) and the Administrative Agent and/or the Collateral Agent shall become parties to a Customary Intercreditor Agreement providing that the Liens on the Collateral securing such obligations shall rank junior to the Liens on the Collateral securing the Obligations and (d) such Indebtedness is not at any time guaranteed by any Restricted Subsidiaries of the Borrowers other than the Subsidiary Guarantors and Holdings.
Permitted Liens” means:
(a)    in the case of Real Property, easements, restrictions, exceptions, reservations or defects which, individually or in the aggregate, (a) do not materially interfere with the ordinary conduct of the business of PSP or its Restricted Subsidiaries at such Real Property and (b) do not materially affect the value thereof;
(b)    non-consensual Liens, if contested in good faith by appropriate proceedings and appropriate reserves are maintained, in accordance with generally accepted accounting principles, with respect thereto;
(c)    pledges or deposits to secure obligations under workmen’s compensation, employment and unemployment insurance and other social security legislation or similar legislation or to secure performance in

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connection with bids, tenders and contracts (other than contracts for the payment of borrowed money) to which any Borrower or any of its Restricted Subsidiaries is a party;
(d)    deposits to secure public or statutory obligations of any Borrower or any of its Restricted Subsidiaries;
(e)    materialmen’s, landlords’, warehousemens’, mechanics’, carriers’, workmen’s or similar Liens arising in the ordinary course of business, or deposits of cash or United States obligations to obtain the release of such Liens;
(f)    deposits to secure surety or performance bonds and other obligations of a like nature or appeal bonds in proceedings to which any Borrower or any of its Restricted Subsidiaries is a party;
(g)    Liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings with adequate reserves on the books of any Borrower or the applicable Restricted Subsidiary with respect thereto in accordance with GAAP;
(h)    Leases, subleases or licenses of properties owned, leased or licensed by any Borrower or Restricted Subsidiary, in each case entered into in the ordinary course of such Borrower or Restricted Subsidiary’s business so long as such Leases, subleases and licenses are subordinate in all respects to the Liens granted and evidenced by the Collateral Documents and do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of the business of any Borrower or Restricted Subsidiary, or (ii) materially impair the use (for its intended purposes) or the value of the property subject thereto;
(i)    Liens solely on any cash earnest money deposits made by PSP or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(j)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
(k)    licenses of patents, trademarks, trade secrets, and other intellectual property rights granted by any Borrower or any of its Restricted Subsidiaries in the ordinary course of business;
(l)    easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting Real Property which, in the aggregate, do not in any case materially interfere with the ordinary course of the business of PSP or any of its Restricted Subsidiaries;
(m)    judgment Liens securing judgments not constituting an Event of Default under Article IX;
(n)    Liens arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers;
(o)    bankers, liens, rights of setoff and other similar Liens on deposits in one or more accounts maintained by any Borrower or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; and
(p)    Liens in favor of Foreign Plans arising in the ordinary course of business.
Permitted Refinancing Indebtedness” means Indebtedness issued or incurred (including by means of the extension or renewal of existing Indebtedness) to the extent used to refinance, refund, extend, renew or replace existing Indebtedness (“Refinanced Indebtedness”); provided that (a) the principal amount of such refinancing, refunding, extending, renewing or replacing Indebtedness is not greater than the principal amount of such Refinanced Indebtedness plus the amount of any premiums or penalties and accrued and unpaid interest paid thereon and reasonable

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fees and expenses, in each case associated with such refinancing, refunding, extension, renewal or replacement, (b) such refinancing, refunding, extending, renewing or replacing Indebtedness has a final maturity that is no sooner than, and a weighted average life to maturity that is no shorter than, such Refinanced Indebtedness, (c) if such Refinanced Indebtedness or any Guarantees thereof are subordinated to the Obligations, such refinancing, refunding, extending, renewing or replacing Indebtedness and any Guarantees thereof remain so subordinated and shall have a lien priority no greater than the priority of the liens securing the Refinanced Indebtedness to the Liens securing the Obligations in accordance with, and otherwise subject to, the terms of a Customary Intercreditor Agreement, (d) the obligors in respect of such Refinanced Indebtedness immediately prior to such refinancing, refunding, extending, renewing or replacing are the only obligors on such refinancing, refunding extending, renewing or replacing Indebtedness and (e) such refinancing, refunding, extending, renewing or replacing Indebtedness contains covenants and events of default and is benefited by Guarantees, if any, which, taken as a whole, are determined in good faith by a Responsible Officer of the Borrowers to be no less favorable to the Borrowers or the applicable Restricted Subsidiary and the Lenders in any material respect than the covenants and events of default or Guarantees, if any, in respect of such Refinanced Indebtedness.
Permitted Swap Obligations” means all obligations (contingent or otherwise) of any Borrower or any Restricted Subsidiary (other than Holdings and Platform Delaware Holdings, Inc.) existing or arising under Swap Contracts, provided that (a) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments or assets held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person in conjunction with a securities repurchase program not otherwise prohibited hereunder, and not for purposes of speculation or taking a “market view” and (b) such Swap Contracts do not contain any provision (“walk-away” provision) exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party.
Permitted Unsecured Refinancing Debt” means unsecured Indebtedness incurred by the Borrowers and/or the Subsidiary Guarantors in the form of one or more series of senior unsecured notes, bonds or debentures or loans; provided that (a) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” and (b) such Indebtedness is not at any time guaranteed by any Restricted Subsidiaries of the Borrowers other than Subsidiary Guarantors and Holdings.
Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), other than a Multiemployer Plan, that is established by any Borrower or any of its Restricted Subsidiaries or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate, in any case, that is not a Foreign Plan.
Plan Investor” means any member of management or other employee or former employee of MacDermid who is a holder (directly or indirectly) of Equity Interests in MacDermid on the Amendment No. 1 Effective Date.
Platform” has the meaning specified in Section 7.02.
Platform Acquisition” means the acquisition of a majority of the issued and outstanding membership interests of Holdings from Weston Presidio and Court Square Capital Partners II, L.P. and its other members by way of a merger of a wholly owned subsidiary of PSP with and into Holdings; and the acquisition of all of the outstanding Equity Interests of MacDermid owned by the MacDermid, Incorporated Profit Sharing and Employee Savings Plan.
Pledge and Security Agreement” means the Amended and Restated Pledge and Security Agreement dated as of the Amendment No. 1 Effective Date executed by each of the Loan Parties and the Administrative Agent for the benefit of the holders of the Obligations, in substantially the form of Exhibit H, as amended on the date hereof pursuant to Amendment No. 2 and as may be further amended or modified from time to time in accordance with the terms hereof.

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Pledged Collateral” has the meaning assigned to it in the Pledge and Security Agreement.
Pounds Sterling” and the symbol “£” means the lawful currency of the United Kingdom.
Prime Rate” means the rate of interest per annum determined from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective as of the opening of business on the date such change is announced as being effective. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available.
Pro Forma Basis” means, with respect to compliance with any test or covenant hereunder, compliance with such covenant or test after giving effect to any proposed incurrence of Indebtedness, Permitted Acquisition, Asset Sale (which relates to assets meeting the definition of clause (c) of Investments) or the making of any Restricted Payment (including pro forma adjustments arising out of events which are directly attributable to the proposed transaction, are factually supportable and are expected to have a continuing impact, in each case which adjustments (a) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent and (b) are certified by a Responsible Officer of MacDermid as having been prepared in good faith based upon reasonable assumptions) using, for purposes of determining such compliance, the historical financial statements of all entities or assets so acquired or sold or to be acquired or sold and the consolidated financial statements of PSP and its Restricted Subsidiaries which shall be reformulated as if such transaction, and any other such transactions that have been consummated during the period, and any Indebtedness or other liabilities incurred in connection with any such Permitted Acquisitions had been consummated and incurred at the beginning of such period; provided that, in connection with any Permitted Acquisition that is a Limited Condition Transaction, for purposes of determining compliance with any test or covenant contained in this Agreement during any period which requires the calculation of any ratio or any basket that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, and, at the option of MacDermid (MacDermid’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”) the date of determination for calculation of any such ratios or baskets shall be deemed to be the date the definitive agreements for such Permitted Acquisition are entered into (the “LCA Test Date”) and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCA Test Date, the Borrowers or their respective Restricted Subsidiaries could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if MacDermid has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrowers or the target Person(s) subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If MacDermid has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Permitted Acquisition on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.
Pro Forma Compliance” means, at any date of determination, that PSP shall be in pro forma compliance with the covenant set forth in Section 8.10 to the extent (unless otherwise stated herein to the contrary) that such covenant shall be applicable to PSP at such time, as of the last day of the most recent fiscal quarter end (computed on the basis of (a) balance sheet amounts as of the most recently completed fiscal quarter, and (b) income statement amounts for the most recently completed period of four consecutive fiscal quarters, in each case, for which financial statements shall have been delivered to the Administrative Agent and calculated on a Pro Forma Basis in respect of the event giving rise to such determination).

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property” means any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any Person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.
Pro Rata Amendment No. 4 Extended Dollar Share” means, with respect to each Amendment No. 4 Extended Dollar Revolving Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Amendment No. 4 Extended Dollar Revolving Credit Commitment of such Amendment No. 4 Extended Dollar Revolving Lender at such time and the denominator of which is the aggregate amount of the Amendment No. 4 Extended Dollar Revolving Credit Commitments at such time; provided that if the commitment of each Amendment No. 4 Extended Dollar Revolving Lender to make Amendment No. 4 Extended Dollar Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02, then the Pro Rata Amendment No. 4 Extended Dollar Share of each Amendment No. 4 Extended Dollar Revolving Lender shall be determined based on the Pro Rata Amendment No. 4 Extended Dollar Share of such Amendment No. 4 Extended Dollar Revolving Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Amendment No. 4 Extended Dollar Share of each Amendment No. 4 Extended Dollar Revolving Lender is set forth opposite the name of such Amendment No. 4 Extended Dollar Revolving Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Amendment No. 4 Extended Dollar Revolving Lender becomes a party hereto, as applicable.
Pro Rata Amendment No. 9 Extended Dollar Share” means, with respect to each Amendment No. 9 Extended Dollar Revolving Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Amendment No. 9 Extended Dollar Revolving Credit Commitment of such Amendment No. 9 Extended Dollar Revolving Lender at such time and the denominator of which is the aggregate amount of the Amendment No. 9 Extended Dollar Revolving Credit Commitments at such time; provided that if the commitment of each Amendment No. 9 Extended Dollar Revolving Lender to make Amendment No. 9 Extended Dollar Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02, then the Pro Rata Amendment No. 9 Extended Dollar Share of each Amendment No. 9 Extended Dollar Revolving Lender shall be determined based on the Pro Rata Amendment No. 9 Extended Dollar Share of such Amendment No. 9 Extended Dollar Revolving Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Amendment No. 9 Extended Dollar Share of each Amendment No. 9 Extended Dollar Revolving Lender is set forth opposite the name of such Amendment No. 9 Extended Dollar Revolving Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Amendment No. 9 Extended Dollar Revolving Lender becomes a party hereto, as applicable.
Pro Rata Dollar Share” means, with respect to each Dollar Revolving Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Dollar Revolving Credit Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Dollar Revolving Credit Commitments at such time; provided that if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02, then the Pro Rata Dollar Share of each Lender shall be determined based on the Pro Rata Dollar Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Dollar Share of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
Pro Rata Euro Tranche C-5 Share” means, with respect to each Euro Tranche C-5 Term Loan Lender at any time, a percentage (carried out to the ninth decimal place) of the principal amount of the Euro Tranche C-5 Term Loan funded by such Euro Tranche C-5 Term Loan Lender. The initial Pro Rata Euro Tranche C-5 Share of each Euro Tranche C-5 Term Loan Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Euro Tranche C-5 Term Loan Lender becomes a party hereto, as applicable.

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Pro Rata Euro Tranche C-6 Share” means, with respect to each Euro Tranche C-6 Term Loan Lender at any time, a percentage (carried out to the ninth decimal place) of the principal amount of the Euro Tranche C-6 Term Loan funded by such Euro Tranche C-6 Term Loan Lender. The initial Pro Rata Euro Tranche C-6 Share of each Euro Tranche C-6 Term Loan Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Euro Tranche C-6 Term Loan Lender becomes a party hereto, as applicable.
Pro Rata Multicurrency Share” means, with respect to each Multicurrency Revolving Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Multicurrency Revolving Credit Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Multicurrency Revolving Credit Commitments at such time; provided that if the commitment of each Lender to make Loans have been terminated pursuant to Section 9.02, then the Pro Rata Multicurrency Share of each Lender shall be determined based on the Pro Rata Multicurrency Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Multicurrency Share of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
Pro Rata New Term Loan Share” means, with respect to each New Term Loan Lender of a particular Tranche, at any time, a percentage (carried out to the ninth decimal place) of the principal amount of the New Term Loan of such Tranche funded by such New Term Loan Lender. The initial Pro Rata New Term Loan Share of a particular Tranche of each applicable New Term Loan Lender is set forth opposite the name of such Lender on the applicable Incremental Amendment or in the Assignment and Assumption pursuant to which such New Term Loan Lender becomes a party hereto, as applicable.
Pro Rata Share” means, with respect to each Lender at any time, its Pro Rata Dollar Share, Pro Rata Multicurrency Share, Pro Rata Tranche B-6 Share, Pro Rata Tranche B-7 Share, Pro Rata Euro Tranche C-5 Share and Pro Rata Euro Tranche C-6 Share, as the context may require.
Pro Rata Tranche B-6 Share” means, with respect to each Tranche B-6 Term Loan Lender at any time, a percentage (carried out to the ninth decimal place) of the principal amount of the Tranche B-6 Term Loan funded by such Tranche B-6 Term Loan Lender. The initial Pro Rata Tranche B-6 Share of each Tranche B-6 Term Loan Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Tranche B-6 Term Loan Lender becomes a party hereto, as applicable.
Pro Rata Tranche B-7 Share” means, with respect to each Tranche B-7 Term Loan Lender at any time, a percentage (carried out to the ninth decimal place) of the principal amount of the Tranche B-7 Term Loan funded by such Tranche B-7 Term Loan Lender. The initial Pro Rata Tranche B-7 Share of each Tranche B-7 Term Loan Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Tranche B-7 Term Loan Lender becomes a party hereto, as applicable.
PSP” has the meaning specified in the preamble hereto.
Public Lender” has the meaning specified in Section 7.02.
Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in Real Property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.
Receiver” has the meaning specified in Section 11.26(b).
Recipient” has the meaning specified in Section 11.26(a).

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Recovery Event” means any settlement of or payment in respect of any property or casualty insurance claim or any taking under power of eminent domain or by condemnation or similar proceeding of or relating to any property or asset of PSP or any of its Restricted Subsidiaries (excluding, in each case, business interruption insurance claims).
Refinanced Indebtedness” has the meaning specified in the definition of “Permitted Refinancing Indebtedness.”
Refinancing Incremental Term Loans” has the meaning assigned to such term in Section 2.14.
Register” has the meaning set forth in Section 11.06(c).
Regulation” means the Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings.
Reinvestment Period” has the meaning specified in the definition of “Net Cash Proceeds”.
Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, trustees, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.
Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Materials into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Materials), including the movement of any Hazardous Materials through the air, soil, surface water or groundwater.
Relevant Party” has the meaning specified in Section 11.26(b).
Reorganization” means the transaction through which PSP becomes a corporation or a limited liability company organized under the laws of a state of the U.S., whether effected through a merger, consolidation, domestication or otherwise; provided, that (i) the survivor of such transaction (if not PSP) assumes the obligations of PSP under the Loan Documents pursuant to assumption documentation reasonably satisfactory to the Administrative Agent (including any documents required by Sections 7.12 and 7.14 of this Agreement) and (ii) the Lenders will not recognize any income, gain or loss as a result of such reorganization (or related transaction).
Repricing Transaction” means the prepayment, refinancing, substitution or replacement of all or a portion of the Tranche B-6 Term Loans, Tranche B-7 Term Loans, Euro Tranche C-5 Term Loans or Euro Tranche C-6 Term Loans with the incurrence by any Borrower or any Restricted Subsidiary of any new or replacement tranche of term loans bearing interest at an “effective” interest rate (with the comparative determinations to be made by the Administrative Agent consistent with generally accepted financial practices, after giving effect to, among other factors, margin, interest rate floors, upfront or similar fees or original issue discount shared with all providers of such financing, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such bank loans, and without taking into account any fluctuations in the Eurodollar Rate) that is less than the “effective” interest rate (as determined by the Administrative Agent on the same basis) of such Tranche B-6 Term Loans, Tranche B-7 Term Loans, Euro Tranche C-5 Term Loans or Euro Tranche C-6 Term Loans, including as may be effected through any amendment to this Agreement relating to the “effective” interest rate of such Tranche B-6 Term Loans, Tranche B-7 Term Loans, Euro Tranche C-5 Term Loans or Euro Tranche C-6 Term Loans.
Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.
Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Committed Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

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Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Term Loans, (b) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition) and (c) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
Required Prepayment Percentage” means (a) (x) in the case of any Asset Sale or Recovery Event (other than an Autotype Asset Sale), 100% and (y) in the case of any Autotype Asset Sale, 50%; (b) in the case of any issuance or other incurrence of Indebtedness (except as incurred pursuant to Section 8.02), 100%; and (c) in the case of any Excess Cash Flow, 75% or, if on the date of the applicable prepayment, the First Lien Net Leverage Ratio is less than or equal to 3.875 to 1.00 but greater than 3.00 to 1.00, 50%, or, if on the date of the applicable prepayment, the First Lien Net Leverage Ratio is less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00, 25%, or if on the date of the applicable prepayment, the First Lien Net Leverage Ratio is less than or equal to 2.50 to 1.00, 0%.
Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer or corporate secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.
Restricted Group” means PSP and the Restricted Subsidiaries.
Restricted Payment” means (a) any dividend or other payment or distribution (except dividends or distributions payable solely in shares of such Person’s common stock or to any Borrower or any of its Restricted Subsidiaries) with respect to any capital stock or other Equity Interest of PSP or any of its Restricted Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest (other than any such capital stock or other Equity Interests owned by any Borrower or any of its Restricted Subsidiaries), or on account of any return of capital to Holdings’, any Borrower’s or any Restricted Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof), (b) any Investment other than a Permitted Investment and (c) any prepayment, redemption, purchase, defeasance or other satisfaction prior to the scheduled maturity thereof in any manner, or payment in violation of any applicable subordination terms, in each case, with respect to (i) any Indebtedness secured by a second priority Lien on the assets of PSP or any of its Restricted Subsidiaries and (ii) any Indebtedness that is subordinated to the Obligations.
Restricted Subsidiary” means any Subsidiary of PSP that is not an Unrestricted Subsidiary.
Revolving Credit Borrowers” means each of MacDermid, PSP and any applicable Additional Borrower.
Revolving Credit Borrowing” means the Dollar Revolving Credit Borrowings, the Multicurrency Revolving Credit Borrowings or any borrowing under an Extended Revolving Tranche.
Revolving Credit Commitment” means the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, as the context may require, and “Revolving Credit Commitments” means all of them, collectively.
Revolving Credit Facilitymeans the Dollar Revolving Credit Facility and the Multicurrency Revolving Credit Facility.
Revolving Credit Lender” means each of the Dollar Revolving Lenders and the Multicurrency Revolving Lenders.

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Revolving Credit Loan” or “Revolving Loan” means the Dollar Revolving Credit Loans, the Multicurrency Revolving Credit Loans or the Extended Revolving Loans.
Revolving Credit Maturity Date” means (1) with respect to any Initial Revolving Credit Loan, the Initial Revolving Credit Maturity Date, (2) with respect to any Amendment No. 4 Extended Revolving Credit Loan, the Amendment No. 4 Extended Revolving Credit Maturity Date, (3) with respect to any Amendment No. 9 Extended Revolving Credit Loan, the Amendment No. 9 Extended Revolving Credit Maturity Date and (4) with respect to any Revolving Loan under any Extended Revolving Tranche, the earlier of (i) the maturity date set forth in the applicable Extension Amendment and (ii) the date of termination in whole of the Extended Revolving Commitments in respect of such Extended Revolving Tranche and the Letter of Credit Commitments pursuant to Section 2.06 or 9.02.
Revolving Note” means the Dollar Revolving Notes and the Multicurrency Revolving Notes.
S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.
Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the OFAC, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom, or Australia, or New Zealand.
SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
Second Lien Indebtedness” has the meaning specified in Section 8.01(h).
Section 2.16 Additional Amendment” has the meaning specified in Section 2.16(c).
Secured Hedge Agreement” means any Swap Contract that is entered into by and between any Borrower and any Hedge Bank.
Secured Parties” means, collectively, the Arranger; the Administrative Agent; the Collateral Agent; the Syndication Agent; the Co-Documentation Agents; the L/C Issuer; the Lenders; the Hedge Banks; an Agent, an Arranger, the Bookrunner or a Lender, in each case at the time such applicable Treasury Management Agreement is entered into, or an Affiliate of any of the foregoing, in its capacity as a party to a Treasury Management Agreement; each co-agent or sub-agent appointed by the Agents from time to time pursuant to Section 10.01(b); and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents; each co-agent or sub-agent appointed by the Agents from time to time pursuant to Section 10.01(b); and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.
Senior Secured Net Leverage Ratio” means as of any date of determination, the ratio of (a) Consolidated Senior Secured Debt as of such date minus the unrestricted cash and Cash Equivalents of the Borrowers and the Guarantors as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ending on such date.
Series B Preferred Stock” means the Series B Convertible Preferred Stock to be issued pursuant to the Arysta Acquisition Agreement.
Series B Redemption Date” has the meaning given to the term “Redemption Date” set forth in the Certificate of Designation.
Significant Subsidiary” means, at any date of determination, any Restricted Subsidiary of any Borrower that, either individually or together with its Restricted Subsidiaries, taken as a whole, has revenues, assets

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or earnings in an amount equal to at least 5% of (a) the consolidated revenues of the Borrowers and their Restricted Subsidiaries for the most recently completed fiscal quarter for which the Lenders have received financial statements of the Borrowers and their Restricted Subsidiaries pursuant to Section 7.01(a) or 7.01(b), (b) the consolidated assets of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently completed fiscal quarter for which the Lenders have received financial statements of the Borrowers and their Restricted Subsidiaries pursuant to Section 7.01(a) or 7.01(b), or (c) the consolidated net earnings of the Borrowers and their Restricted Subsidiaries for the most recently completed fiscal quarter for which the Lenders have received financial statements of the Borrowers and their Restricted Subsidiaries pursuant to Section 7.01(a) or 7.01(b), respectively, in each case determined in accordance with GAAP for such period.
Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
SPC” has the meaning specified in Section 11.06(b)(vii).
Specified Existing Tranche” has the meaning specified in Section 2.16(a).
Springing Maturity Date” means November 2, 2021, which is the date that is 91 days prior to the scheduled maturity date of the 2022 Senior Notes.
Statutory Reserves” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System of the United States of America and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Eurocurrency Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of either of the Borrowers.
Subsidiary Guarantor” means, collectively, the Restricted Subsidiaries of Holdings listed on Schedule 1.01(f), Platform Delaware Holdings, Inc. and each other Restricted Subsidiary of any Borrower that shall be required to execute and deliver a Subsidiary Joinder Agreement pursuant to Section 7.12.
Subsidiary Joinder Agreement” means a joinder agreement substantially in the form of Exhibit I or such other form approved by the Administrative Agent, executed and delivered by a Restricted Subsidiary of any Borrower in accordance with the provisions of Section 7.12.

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Subsidiary Redesignation” has the meaning set forth in the definition “Unrestricted Subsidiary”.
Supplier” has the meaning specified in Section 11.26(b).
Survey” means a survey of any Domestic Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Domestic Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Domestic Property or any easement, right of way or other interest in the Domestic Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Domestic Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Domestic Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent, the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Domestic Mortgaged Property and issue the endorsements of the type required by Section 7.12(b) or (b) otherwise reasonably acceptable to the Collateral Agent.
Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
Syndication Agent” has the meaning specified in the preamble hereto.
Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

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Target Operating Day” means any date that is not (a) a Saturday or Sunday, (b) Christmas Day or New Year’s Day or (c) any other day on which the Trans-European Real-time Gross Settlement Express Transfer payment system (or any successor settlement system) is not operating (as determined by the Administrative Agent).
Taxes” has the meaning specified in Section 3.01(a).
Term Loan” means the Tranche B-6 Term Loans, Tranche B-7 Term Loans, the Euro Tranche C-5 Term Loans, the Euro Tranche C-6 Term Loans, the New Term Loans and/or the Extended Term Loans, as the context may require.
Term Loan Borrowers” means each of MacDermid, PSP and any applicable Additional Borrower.
Term Loan Borrowing” means a Borrowing comprised of Tranche B-6 Term Loans, Tranche B-7 Term Loans, Euro Tranche C-5 Term Loans, Euro Tranche C-6 Term Loans or New Term Loans, as the context may require.
Term Loan Commitment” means a Tranche B-6 Term Loan Commitment, a Tranche B-7 Term Loan Commitment, a Euro Tranche C-5 Term Loan Commitment, a Euro Tranche C-6 Term Loan Commitment or a New Term Loan Commitment, as the context may require.
Term Loan Facility” means the Tranche B Term Loan Commitments and the Tranche B Term Loans made thereunder.
Term Loan Lender” means a Tranche B-6 Term Loan Lender, a Tranche B-7 Term Loan Lender, a Euro Tranche C-5 Term Loan Lender, a Euro Tranche C-6 Term Loan Lender or a Lender in respect of a New Term Loan Facility, as the context may require.
Term Loan Maturity Date” means the Tranche B-6 Maturity Date, the Tranche B-7 Maturity Date, the Euro Tranche C-5 Maturity Date, the Euro Tranche C-6 Maturity Date, the New Term Loan Maturity Date or, with respect to any Extended Term Loan, the maturity date set forth in the applicable Extension Amendment, as the case may be.
Term Loan Note” has the meaning specified in Section 2.11(a).
Test Period” means a period of four consecutive fiscal quarters.
Threshold Amount” means $50,000,000.
Title Company” means Chicago Title Insurance Company or any other title insurance company as shall be retained by Borrowers and reasonably acceptable to the Administrative Agent.
Title Policy” shall have the meaning assigned to such term in Section 7.12(b).
Total Net Leverage Ratio” shall mean, on any date of determination, the ratio of (a) Consolidated Indebtedness on such date minus the unrestricted cash and Cash Equivalents of the Borrowers and the Guarantors as of such date to (b) Consolidated EBITDA for the period of four fiscal quarters most recently ending on such date.
Total Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans and all L/C Obligations.
Total Revolving Credit Commitment” means, at any time, the aggregate amount of the Revolving Credit Commitments, as in effect at such time. The initial Total Revolving Credit Commitment on the Closing Date is $50,000,000.

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Tranche” means (a) with respect to Term Loans or commitments, refers to whether such Term Loans or commitments are (1) Tranche B-6 Term Loans or Tranche B-6 Term Loan Commitments, (2) Tranche B-7 Term Loans or Tranche B-7 Term Loan Commitments, (3) Euro Tranche C-5 Term Loans or Euro Tranche C-5 Term Loan Commitments, (4) Euro Tranche C-6 Term Loans or Euro Tranche C-6 Term Loan Commitments, (5) New Term Loans with the same terms and conditions made on the same day and increased from time to time or (6) Extended Term Loans (of the same Extension Series) and (b) with respect to Revolving Credit Loans or commitments, refers to whether such Revolving Credit Loans or commitments are (1) Initial Dollar Revolving Credit Commitments or Initial Dollar Revolving Credit Loans, (2) Initial Multicurrency Revolving Credit Commitments or Initial Multicurrency Revolving Credit Loans, (3) Amendment No. 4 Extended Dollar Revolving Credit Commitments or Amendment No. 4 Extended Dollar Revolving Credit Loans, (4) Amendment No. 4 Extended Multicurrency Revolving Credit Commitments or Amendment No. 4 Extended Multicurrency Revolving Credit Loans, (5) Amendment No. 9 Extended Dollar Revolving Credit Commitments or Amendment No. 9 Extended Dollar Revolving Credit Loans, (6) Amendment No. 9 Extended Multicurrency Revolving Credit Commitments or Amendment No. 9 Extended Multicurrency Revolving Credit Loans or (7) Extended Revolving Loans or Extended Revolving Credit Commitments (of the same Extension Series).
Tranche B Term Loan” has the meaning specified in Section 2.01.
Tranche B Term Loan Borrowers” means PSP and MacDermid.
Tranche B Term Loan Commitment” means, as to each Tranche B Term Loan Lender, its obligation to make Tranche B Term Loans to any Term Loan Borrower (i) pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Tranche B Term Loan Commitment”, (ii) in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, (iii) pursuant to Amendment No. 2 in an aggregate principal amount at any one time outstanding not to exceed the amount on such Lender’s signature page thereto under the caption “Tranche B Term Loan Commitment” and (iv) pursuant to Section 2.14 in an aggregate principal amount at any one time outstanding not to exceed the amount agreed to by such Lender in compliance with Section 2.14, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of Tranche B Term Loan Commitments on the Closing Date is $755,000,000.
Tranche B Term Loan Lender” means, at any time, any Lender that has a Tranche B Term Loan Commitment or an outstanding Tranche B Term Loan at such time.
Tranche B-2 Term Loan” has the meaning specified in Section 2.01.
Tranche B-2 Term Loan Borrowers” means PSP and MacDermid.
Tranche B-2 Term Loan Commitment” means, as to each Tranche B-2 Term Loan Lender, its obligation to make Tranche B-2 Term Loans to the Tranche B-2 Term Loan Borrowers (i) pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Tranche B-2 Term Loan Lender’s name on Schedule 2.01 under the caption “Tranche B-2 Term Loan Commitment”, (ii) in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, and (iii) pursuant to Section 2.14 in an aggregate principal amount at any one time outstanding not to exceed the amount agreed to by such Tranche B-2 Term Loan Lender in compliance with Section 2.14, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of Tranche B-2 Term Loan Commitments on the Amendment No. 3 Funding Date is $500,000,000.
Tranche B-2 Term Loan Lender” means, at any time, any Lender that has a Tranche B-2 Term Loan Commitment or an outstanding Tranche B-2 Term Loan at such time.
Tranche B-3 Term Loan” has the meaning specified in Section 2.01.
Tranche B-3 Term Loan Borrowers” means PSP and MacDermid.

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Tranche B-3 Term Loan Commitment” means, as to each Tranche B-3 Term Loan Lender, its obligation to make Tranche B-3 Term Loans to the Tranche B-3 Term Loan Borrowers (i) pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Tranche B-3 Term Loan Lender’s name on Schedule 2.01 under the caption “Tranche B-3 Term Loan Commitment”, (ii) in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, and (iii) pursuant to Section 2.14 in an aggregate principal amount at any one time outstanding not to exceed the amount agreed to by such Tranche B-3 Term Loan Lender in compliance with Section 2.14, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of Tranche B-3 Term Loan Commitments on the Amendment No. 4 Funding Date is $1,045,000,000.
Tranche B-3 Term Loan Lender” means, at any time, any Lender that has a Tranche B-3 Term Loan Commitment or an outstanding Tranche B-3 Term Loan at such time.
Tranche B-4 Term Loan” has the meaning specified in Section 2.01.
Tranche B-4 Term Loan Borrowers” means PSP and MacDermid.
Tranche B-4 Term Loan Commitment” means, as to each Tranche B-4 Term Loan Lender, its obligation to make Tranche B-4 Term Loans to the Tranche B-4 Term Loan Borrowers (i) pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Tranche B-4 Term Loan Lender’s name on Schedule 2.01 under the caption “Tranche B-4 Term Loan Commitment”, (ii) in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, and (iii) pursuant to Section 2.14 in an aggregate principal amount at any one time outstanding not to exceed the amount agreed to by such Tranche B-4 Term Loan Lender in compliance with Section 2.14, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of Tranche B-4 Term Loan Commitments on the Amendment No. 5 Funding Date is $1,475,000,000.
Tranche B-4 Term Loan Lender” means, at any time, any Lender that has a Tranche B-4 Term Loan Commitment or an outstanding Tranche B-4 Term Loan at such time.
Tranche B-5 Term Loan” has the meaning specified in Section 2.01.
Tranche B-5 Term Loan Borrowers” means PSP and MacDermid.
Tranche B-5 Term Loan Commitment” means, as to each Tranche B-5 Term Loan Lender, its obligation to make Tranche B-5 Term Loans to the Tranche B-5 Term Loan Borrowers (i) pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Tranche B-5 Term Loan Lender’s name on Schedule 2.01 under the caption “Tranche B-5 Term Loan Commitment”, (ii) in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, and (iii) pursuant to Section 2.14 in an aggregate principal amount at any one time outstanding not to exceed the amount agreed to by such Tranche B-5 Term Loan Lender in compliance with Section 2.14, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of Tranche B-5 Term Loan Commitments on the Amendment No. 6 Funding Date is $610,000,000.
Tranche B-5 Term Loan Lender” means, at any time, any Lender that has a Tranche B-5 Term Loan Commitment or an outstanding Tranche B-5 Term Loan at such time.
Tranche B-6 Maturity Date” means June 7, 2023; provided, that if, on or prior to the Springing Maturity Date, the 2022 Senior Notes have not been prepaid, redeemed or otherwise retired in full and/or refinanced in full with the proceeds of any indebtedness permitted under the terms of this Agreement that constitutes Permitted Refinancing Indebtedness and that does not mature, and has no mandatory redemption or mandatory offers to purchase (other than customary offers to repurchase resulting from asset sales or a change in control or a fundamental change in the case of convertible indebtedness or purchases which may be made in equity), in each case, earlier than the date that is 91 days after June 7, 2023, then the “Tranche B-6 Maturity Date” shall be the Springing Maturity Date.

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Tranche B-6 Repayment Date” has the meaning specified in Section 2.07.
Tranche B-6 Term Loan” has the meaning specified in Section 2.01.
Tranche B-6 Term Loan Borrowers” means PSP and MacDermid.
Tranche B-6 Term Loan Commitment” means, as to each Tranche B-6 Term Loan Lender, its obligation to make Tranche B-6 Term Loans to the Tranche B-6 Term Loan Borrowers (i) pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Tranche B-6 Term Loan Lender’s name on Schedule 2.01 under the caption “Tranche B-6 Term Loan Commitment”, (ii) in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, and (iii) pursuant to Section 2.14 in an aggregate principal amount at any one time outstanding not to exceed the amount agreed to by such Tranche B-6 Term Loan Lender in compliance with Section 2.14, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of Tranche B-6 Term Loan Commitments on the Amendment No. 7 Funding Date is $1,231,000,000.
Tranche B-6 Term Loan Facility” has the meaning specified in the definition of “Facility”.
Tranche B-6 Term Loan Lender” means, at any time, any Lender that has a Tranche B-6 Term Loan Commitment or an outstanding Tranche B-6 Term Loan at such time.
Tranche B-7 Maturity Date” means June 7, 2020.
Tranche B-7 Repayment Date” has the meaning specified in Section 2.07.
Tranche B-7 Term Loan” has the meaning specified in Section 2.01.
Tranche B-7 Term Loan Borrowers” means PSP and MacDermid.
Tranche B-7 Term Loan Commitment” means, as to each Tranche B-7 Term Loan Lender, its obligation to make Tranche B-7 Term Loans to the Tranche B-7 Term Loan Borrowers (i) pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Tranche B-7 Term Loan Lender’s name on Schedule 2.01 under the caption “Tranche B-7 Term Loan Commitment”, (ii) in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, and (iii) pursuant to Section 2.14 in an aggregate principal amount at any one time outstanding not to exceed the amount agreed to by such Tranche B-7 Term Loan Lender in compliance with Section 2.14, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of Tranche B-7 Term Loan Commitments on the Amendment No. 8 Funding Date is $680,000,000.
Tranche B-7 Term Loan Facility” has the meaning specified in the definition of “Facility”.
Tranche B-7 Term Loan Lender” means, at any time, any Lender that has a Tranche B-7 Term Loan Commitment or an outstanding Tranche B-7 Term Loan at such time.
Transaction” has the meaning assigned to such term in the Existing First Lien Credit Agreement.
Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation, credit cards and reporting and trade finance services.
Triggering Event” shall have the meaning set forth in Section 8.10(a).
Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

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UK Pension Plan means the MacDermid Canning PLC Defined Benefit Pension Plan.
UK Pension Plan Liabilities means the underfunded pension plan liabilities of UK Pension Plan in an aggregate amount not exceeding £25,000,000.
United States” and “U.S.” mean the United States of America.
Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).
Unrestricted Subsidiary” means (a) any Subsidiary of PSP designated by the Borrowers as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent; provided that the Borrowers shall only be permitted to so designate an Unrestricted Subsidiary after the Amendment No. 2 Effective Date and so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) immediately after giving effect to such designation, the Borrowers shall be in Pro Forma Compliance with the financial covenant set forth in Section 8.10 (whether or not such covenant is then applicable), (iii) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the PSP or any Restricted Subsidiary) through Investments as permitted by, and in compliance with, Section 8.05, (iv) without duplication of clause (iii), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 8.05, (v) the Borrowers shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer of the Borrowers, certifying compliance with the requirements of preceding clauses (i) through (iv), and containing the calculations required by the preceding clause (ii) and (b) any Subsidiary of an Unrestricted Subsidiary. The Borrowers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement by written notice to the Administrative Agent (each, a “Subsidiary Redesignation”); provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (B) immediately after giving effect to such Subsidiary Redesignation, PSP shall be in Pro Forma Compliance with the financial covenant set forth in Section 8.10 (whether or not such covenant is then applicable), (C) any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such Subsidiary Redesignation shall be deemed newly incurred or established, as applicable, at such time and (D) the Borrowers shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer of the Borrowers, certifying compliance with the requirements of preceding clauses (A) and (B), and containing the calculations required by the preceding clause (B). Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. No Borrower may be designated as an Unrestricted Subsidiary.
US Borrower” means any Borrower that is treated as a United States person within the meaning of Section 7701(a)(30) of the Code; provided that, for the avoidance of doubt, neither NAIP nor MacDermid Funding shall be treated as a US Borrower.
US LIBO Rate” has the meaning assigned to such term in the definition of “Eurodollar Rate”.
Valuation Date” means (i) in connection with borrowing any Multicurrency Revolving Credit Loan, the date two (2) Business Days prior to the making, continuing or converting of any Multicurrency Revolving Credit Loan and (ii) in connection with the repayment of any Multicurrency Revolving Credit Loan, the date of such repayment.
VAT” shall mean value added tax imposed in accordance with the Wet op de omzetbelasting 1968 (Value Added Tax Act 1968) and/or the European Union Directive 2006/112 or any tax of a similar nature (whether in the Netherlands or otherwise).
Voluntary Prepayment” means a prepayment of principal of Term Loans pursuant to Section 2.05(a) in any year to the extent that such prepayment reduces the scheduled installments of principal due in respect of Term Loans as set forth in Section 2.07 in any subsequent year.
Wholly-Owned Consolidated Subsidiary” means any Restricted Subsidiary all of the Equity Interests in which (except directors’ qualifying shares) are, at the time, directly or indirectly owned by any Borrower.

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Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
Yen” and the symbol “¥” means the lawful currency of Japan.
Yield Differential” has the meaning specified in Section 2.14(d).
1.02    Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a)    The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
(b)    (i)    The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.
(ii)    Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.
(iii)    The term “including” is by way of example and not limitation.
(iv)    The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.
(c)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”
(d)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
1.03    Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.
(b)    If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either MacDermid or the Required Lenders shall so request, the Administrative Agent, the Lenders and MacDermid shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Any change in GAAP occurring after the Amendment No. 1 Effective Date that would require operating leases to be treated as capital leases shall be disregarded for the purposes of determining Indebtedness and any financial ratio or compliance requirement contained in any Loan Document.

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1.04    Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
1.05    References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.
1.06    Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
1.07    Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
1.08    Conversion of Foreign Currencies.
(a)    Consolidated Indebtedness. Consolidated Indebtedness denominated in any currency other than Dollars shall be calculated using the Dollar Equivalent thereof as of the date of the applicable financial statements on which such Consolidated Indebtedness is reflected.
(b)    Dollar Equivalents. The Administrative Agent shall determine the Dollar Equivalent of any amount as of each Valuation Date (whether to determine compliance with any covenants specified herein or otherwise), and a determination thereof by the Administrative Agent shall be conclusive absent manifest error. Such determination shall become effective as of such Valuation Date. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Loan Party in any document delivered to the Administrative Agent. The Administrative Agent may determine or redetermine the Dollar Equivalent of any amount on any date either in its reasonable discretion or upon the reasonable request of any Lender or L/C Issuer.
(c)    Rounding-Off. The Administrative Agent may set up appropriate rounding off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate.
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01    The Loans.
Subject to the terms and conditions set forth herein, (i) each Tranche B Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B Term Loan”) to any Tranche B Term Loan Borrower on the Closing Date in Dollars in an aggregate amount of up to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment, (ii) each Tranche B-2 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-2 Term Loan”) to any Tranche B-2 Term Loan Borrower on the Amendment No. 3 Funding Date in Dollars in an aggregate amount of up to such Tranche B-2 Term Loan Lender’s Tranche B-2 Term Loan Commitment, (iii) each Tranche B-3 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-3 Term Loan”) to any Tranche B-3 Term Loan Borrower on the Amendment No. 4 Funding Date in Dollars in an aggregate amount of up to such

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Tranche B-3 Term Loan Lender’s Tranche B-3 Term Loan Commitment, (iv) each Tranche B-4 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-4 Term Loan”) to any Tranche B-4 Term Loan Borrower on the Amendment No. 5 Funding Date in Dollars in an aggregate amount of up to such Tranche B-4 Term Loan Lender’s Tranche B-4 Term Loan Commitment, (v) each Tranche B-5 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-5 Term Loan”) to any Tranche B-5 Term Loan Borrower on the Amendment No. 6 Funding Date in Dollars in an aggregate amount of up to such Tranche B-5 Term Loan Lender’s Tranche B-5 Term Loan Commitment, (vi) each Tranche B-6 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-6 Term Loan”) to any Tranche B-6 Term Loan Borrower on the Amendment No. 7 Funding Date in Dollars in an aggregate amount of up to such Tranche B-6 Term Loan Lender’s Tranche B-6 Term Loan Commitment, (vii) each Tranche B-7 Term Loan Lender severally agrees to make term loans (each such loan, a “Tranche B-7 Term Loan”) to any Tranche B-7 Term Loan Borrower on the Amendment No. 8 Funding Date in Dollars in an aggregate amount of up to such Tranche B-7 Term Loan Lender’s Tranche B-7 Term Loan Commitment, (viii) each Euro Tranche C-1 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-1 Term Loan”) to any Euro Tranche C-1 Term Loan Borrower on the Amendment No. 2 Funding Date and the Amendment No. 3 Funding Date, as applicable, in Euros in an aggregate amount of up to such Euro Tranche C-1 Term Loan Lender’s Euro Tranche C-1 Term Loan Commitment, (ix) each Euro Tranche C-2 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-2 Term Loan”) to any Euro Tranche C-2 Term Loan Borrower on the Amendment No. 4 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-2 Term Loan Lender’s Euro Tranche C-2 Term Loan Commitment, (x) each Euro Tranche C-3 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-3 Term Loan”) to any Euro Tranche C-3 Term Loan Borrower on the Amendment No. 5 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-3 Term Loan Lender’s Euro Tranche C-3 Term Loan Commitment, (xi) each Euro Tranche C-4 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-4 Term Loan”) to any Euro Tranche C-4 Term Loan Borrower on the Amendment No. 6 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-4 Term Loan Lender’s Euro Tranche C-4 Term Loan Commitment, (xii) each Euro Tranche C-5 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-5 Term Loan”) to any Euro Tranche C-5 Term Loan Borrower on the Amendment No. 7 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-5 Term Loan Lender’s Euro Tranche C-5 Term Loan Commitment and (xiii) each Euro Tranche C-6 Term Loan Lender severally agrees to make term loans (each such loan, a “Euro Tranche C-6 Term Loan”) to any Euro Tranche C-6 Term Loan Borrower on the Amendment No. 8 Funding Date in Euros in an aggregate amount of up to such Euro Tranche C-6 Term Loan Lender’s Euro Tranche C-6 Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Tranche B Term Loans, Tranche B-2 Term Loans, Tranche B-3 Term Loans, Tranche B-4 Term Loans, Tranche B-5 Term Loans, Tranche B-6 Term Loans and Tranche B-7 Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Subject to the terms and conditions set forth herein, (i) each Initial Dollar Revolving Lender severally agrees to make revolving loans (each such loan, an “Initial Dollar Revolving Credit Loan”) in Dollars to each Revolving Credit Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Initial Dollar Revolving Credit Commitment, (ii) each Initial Multicurrency Revolving Lender severally agrees to make revolving loans (each such loan, an “Initial Multicurrency Revolving Credit Loan”) in Dollars or an Alternative Currency to each Revolving Credit Borrower from time to time, on any Business Day during the Initial Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Initial Multicurrency Revolving Credit Commitment, (iii) each Amendment No. 4 Extended Dollar Revolving Lender severally agrees to make revolving loans (each such loan, an “Amendment No. 4 Extended Dollar Revolving Credit Loan”) in Dollars to each Revolving Credit Borrower from time to time, on any Business Day during the Amendment No. 4 Extended Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Amendment No. 4 Extended Dollar Revolving Credit Commitment, (iv) each Amendment No. 4 Extended Multicurrency Revolving Lender severally agrees to make revolving loans (each such loan, an “Amendment No. 4 Extended Multicurrency Revolving Credit Loan”) in Dollars or an Alternative Currency to each Revolving Credit Borrower from time to time, on any Business Day during the Amendment No. 4 Extended Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Amendment No. 4 Extended Multicurrency Revolving Credit Commitment, (v) each Amendment No. 9 Extended Dollar Revolving Lender severally agrees to make revolving loans (each such loan, an “Amendment No. 9 Extended Dollar Revolving Credit Loan”) in Dollars to each Revolving Credit Borrower from time to time, on any Business Day during the Amendment No. 9 Extended Availability Period, in an

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aggregate amount of up to, at any time outstanding, the amount of such Lender’s Amendment No. 9 Extended Dollar Revolving Credit Commitment and (vi) each Amendment No. 9 Extended Multicurrency Revolving Lender severally agrees to make revolving loans (each such loan, an “Amendment No. 9 Extended Multicurrency Revolving Credit Loan”) in Dollars or an Alternative Currency to each Revolving Credit Borrower from time to time, on any Business Day during the Amendment No. 9 Extended Availability Period, in an aggregate amount of up to, at any time outstanding, the amount of such Lender’s Amendment No. 9 Extended Multicurrency Revolving Credit Commitment; provided further, however, that (1) after giving effect to any Dollar Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Dollar Revolving Credit Loans and L/C Obligations shall not exceed the Aggregate Dollar Revolving Credit Commitments and (ii) the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Dollar Revolving Lender plus such Dollar Revolving Lender’s Pro Rata Dollar Share of an amount equal to the aggregate Outstanding Amount of all L/C Obligations shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitment, (2) after giving effect to any Multicurrency Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of all Multicurrency Revolving Credit Loans shall not exceed the Aggregate Multicurrency Revolving Credit Commitments and (ii) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Multicurrency Revolving Lender shall not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitment, (3) after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments and (4) the aggregate principal amount of New Dollar Revolving Credit Loans and New Multicurrency Revolving Credit Loans made on the Amendment No. 4 Funding Date shall not exceed $120,000,000. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Revolving Credit Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Each Dollar Revolving Credit Borrowing (including any deemed Dollar Revolving Credit Borrowings made pursuant to Section 2.03) shall be allocated pro rata among the outstanding Tranches of Dollar Revolving Credit Commitments and each Multicurrency Revolving Credit Borrowing shall be allocated pro rata among the outstanding Tranches of Multicurrency Revolving Credit Commitments. For the avoidance of doubt, prior to the Initial Revolving Credit Maturity Date, (x) all borrowings of Dollar Revolving Credit Loans under this Section 2.01 shall be made pro rata among the Initial Dollar Revolving Credit Facility, the Amendment No. 4 Extended Dollar Revolving Credit Facility and the Amendment No. 9 Extended Dollar Revolving Credit Facility in proportion to the respective Dollar Revolving Credit Commitments under each such Dollar Revolving Credit Facility and (y) all borrowings of Multicurrency Revolving Credit Loans under this Section 2.01 shall be made pro rata among the Initial Multicurrency Revolving Credit Facility, the Amendment No. 4 Extended Multicurrency Revolving Credit Facility and the Amendment No. 9 Extended Multicurrency Revolving Credit Facility in proportion to the respective Multicurrency Revolving Credit Commitments under each such Multicurrency Revolving Credit Facility. For the avoidance of doubt, any Multicurrency Revolving Credit Loans denominated in an Alternative Currency shall only be permitted to be borrowed as Eurocurrency Rate Loans.
2.02    Borrowings, Conversions and Continuations of Loans.
(a)    (1) Except as set forth below in clause (2) with respect to Multicurrency Revolving Credit Loans that are Eurocurrency Rate Loans and New Term Loans, in each case denominated in a currency other than Dollars, each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon any Term Loan Borrower’s or any Revolving Credit Borrowers’, as applicable, irrevocable notice to the Administrative Agent. Each such notice must be received by the Administrative Agent not later than (i) 11:00 A.M. on the third Business Day prior to the date of the proposed Loans in the case of Eurocurrency Rate Loans (or, solely in the case of any Borrowing of Eurocurrency Rate Loans denominated in Dollars on the Amendment No. 3 Funding Date, not later than 12:00 P.M. on the second Business Day prior to the Amendment No. 3 Funding Date) or (ii) 12:00 p.m. on the same Business Day of the proposed Loans in the case of Base Rate Loans. The applicable Borrower shall deliver such notice to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the applicable Borrower is requesting a Borrowing of Term

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Loans (in the case of any Term Loan Borrower), a Dollar Revolving Credit Borrowing (in the case of any Revolving Credit Borrower), a Multicurrency Revolving Credit Borrowing (in the case of any Revolving Credit Borrower), a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued and location of the account to which funds are to be disbursed, (iv) the Type of Loans to be borrowed or to which existing Tranche are to be converted, (v) if such Borrowing is a Multicurrency Revolving Credit Borrowing, whether such Borrowing is in Dollars, Yen, Pounds Sterling or Euro and (vi) if applicable, the duration of the Interest Period with respect thereto. If any Borrower fails to specify a Type of Loan in a Committed Loan Notice or if any Borrower fails to give a timely notice requesting a conversion or continuation, then Loans (other than Multicurrency Revolving Credit Loans denominated in an Alternative Currency or New Term Loans denominated in a currency other than Dollars) shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If any Borrower fails to specify an Interest Period with respect to a Eurocurrency Rate Loan, it will be deemed to have specified an Interest Period of one month.
(2)    Each Borrowing and each continuation of Multicurrency Revolving Credit Loans that are Eurocurrency Rate Loans and New Term Loans, in each case denominated in a currency other than Dollars, shall be made upon the Borrower’s irrevocable notice to the Administrative Agent. Each such notice must be received by the Administrative Agent not later than 11:00 A.M. on the fourth Business Day prior to the date of the proposed borrowing or continuation of such Eurocurrency Rate Loans (or, solely in the case of any Borrowing of Multicurrency Revolving Credit Loans that are Eurocurrency Rate Loans or New Term Loans, in each case denominated in Euros, on the Amendment No. 3 Funding Date, not later than 9:00 A.M. on the third Business Day prior to the Amendment No. 3 Funding Date); provided, that in the case of a Borrowing or continuation of Multicurrency Revolving Credit Loans in Yen, such notice must be received by the Administrative Agent not later than 11:00 A.M. on the fifth Business Day prior to the date of the proposed borrowing or continuation of such Eurocurrency Rate Loans. Each Borrowing of or continuation of such Eurocurrency Rate Loans shall be in a principal amount that is not less than the Minimum Eurocurrency Borrowing Amount.
(b)    Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 3:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02, the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent by wire transfer of such funds, in accordance with instructions provided to the Administrative Agent by such Borrower in the Committed Loan Notice.
(c)    Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. Upon notice to MacDermid from the Administrative Agent given at the request of the Required Lenders, during the existence of a Default, Loans may not be requested as, converted to or continued as Eurocurrency Rate Loans without the consent of the Required Lenders; provided, however, that Multicurrency Revolving Credit Loans may be continued as Eurocurrency Rate Loans with an Interest Period of one month. No Interest Period may be selected for any Eurocurrency Rate Term Borrowing that would end later than the Tranche B-6 Repayment Date, Tranche B-7 Repayment Date, Euro Tranche C-5 Repayment Date, Euro Tranche C-6 Repayment Date or applicable repayment date for any New Term Loans occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (i) the Eurocurrency Rate Term Borrowings with Interest Periods ending on or prior to such repayment date and (B) the Base Rate Term Borrowings would not be at least equal to the principal amount of Term Borrowings to be paid on such repayment date.
(d)    The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The

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determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers and the Lenders of any change in the Prime Rate used in determining the Base Rate promptly following the announcement of such change.
(e)    After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect.
(f)    The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.
(g)    Notwithstanding anything to the contrary in this Agreement, on the Amendment No. 4 Funding Date, (x) immediately prior to the conversion of any Initial Revolving Credit Loans into Amendment No. 4 Extended Revolving Loans, the Borrowers shall have been deemed to have prepaid in full all Dollar Revolving Credit Loans and Multicurrency Revolving Credit Loans then outstanding and (y) immediately after such deemed prepayment pursuant to clause (x), the conversion of such Initial Revolving Credit Loans into Amendment No. 4 Extended Revolving Credit Loans shall be deemed to be effective and the Borrowers shall be deemed to have made a Borrowing of Dollar Revolving Credit Loans pro rata between the Initial Dollar Revolving Credit Facility and the Amendment No. 4 Extended Dollar Revolving Credit Facility in proportion to the respective Dollar Revolving Credit Commitments under each such Dollar Revolving Credit Facility and a Borrowing of Multicurrency Revolving Credit Loans pro rata between the Initial Multicurrency Revolving Credit Facility and the Amendment No. 4 Extended Multicurrency Revolving Credit Facility in proportion to the respective Multicurrency Revolving Credit Commitments under each such Multicurrency Revolving Credit Facility, in each case, in an amount equal to the respective amounts of Dollar Revolving Credit Loans and Multicurrency Revolving Credit Loans outstanding immediately prior to such deemed prepayment pursuant to clause (x). No conversion of outstanding Initial Revolving Credit Loans into Amendment No. 4 Extended Revolving Credit Loans shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement that would result in the application or operation of the provisions of Section 2.05(b).
(h)    Notwithstanding anything to the contrary in this Agreement, on the Amendment No. 9 Effective Date, (x) immediately prior to the conversion of any Amendment No. 4 Extended Revolving Credit Loans into Amendment No. 9 Extended Revolving Credit Loans, the Borrowers shall have been deemed to have prepaid in full all Dollar Revolving Credit Loans and Multicurrency Revolving Credit Loans then outstanding and (y) immediately after such deemed prepayment pursuant to clause (x), the conversion of such Amendment No. 4 Extended Revolving Credit Loans into Amendment No. 9 Extended Revolving Credit Loans shall be deemed to be effective and the Borrowers shall be deemed to have made a Borrowing of Dollar Revolving Credit Loans pro rata between the Initial Dollar Revolving Credit Facility, the Amendment No. 4 Extended Dollar Revolving Credit Facility and the Amendment No. 9 Extended Dollar Revolving Credit Facility in proportion to the respective Dollar Revolving Credit Commitments under each such Dollar Revolving Credit Facility and a Borrowing of Multicurrency Revolving Credit Loans pro rata between the Initial Multicurrency Revolving Credit Facility, the Amendment No. 4 Extended Multicurrency Revolving Credit Facility and the Amendment No. 9 Extended Multicurrency Revolving Credit Facility in proportion to the respective Multicurrency Revolving Credit Commitments under each such Multicurrency Revolving Credit Facility, in each case, in an amount equal to the respective amounts of Dollar Revolving Credit Loans and Multicurrency Revolving Credit Loans outstanding immediately prior to such deemed prepayment pursuant to clause (x). No conversion of outstanding Amendment No. 4 Extended Revolving Credit Loans into Amendment No. 9 Extended Revolving Credit Loans shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement that would result in the application or operation of the provisions of Section 2.05(b).

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2.03    Letters of Credit.
(a)    The Letter of Credit Commitment.
(i)    Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until 30 days prior to the Amendment No. 9 Extended Revolving Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit denominated in Dollars for the account of each Revolving Credit Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit; and (B) the Initial Dollar Revolving Lenders, the Amendment No. 4 Extended Dollar Revolving Lenders and the Amendment No. 9 Extended Dollar Revolving Lenders severally agree to participate in Letters of Credit issued for the account of each Revolving Credit Borrower or any of its Wholly-Owned Consolidated Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Dollar Share of the Aggregate Dollar Revolving Credit Commitments (including the Initial Dollar Revolving Credit Commitments, the Amendment No. 4 Extended Dollar Revolving Credit Commitments and the Amendment No. 9 Extended Dollar Revolving Credit Commitments) (provided that any Letter of Credit issued for the benefit of any such Restricted Subsidiary that is not a Borrower shall be issued naming a Borrower as the account party on any such Letter of Credit but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary); provided that, (A) on the Initial Revolving Credit Maturity Date, the aggregate amount of participations in any then issued and outstanding Letters of Credit held by the Initial Dollar Revolving Lenders will automatically be reallocated among the Amendment No. 4 Extended Dollar Revolving Lenders pro rata in accordance with such Amendment No. 4 Extended Dollar Revolving Lenders’ respective Pro Rata Amendment No. 4 Extended Dollar Shares, but only to the extent that such reallocation does not cause the aggregate Outstanding Amount of the Amendment No. 4 Extended Dollar Revolving Credit Loans of any Amendment No. 4 Extended Dollar Revolving Lender plus such Amendment No. 4 Extended Dollar Revolving Lender’s Pro Rata Amendment No. 4 Extended Dollar Share of the Outstanding Amount of all L/C Obligations to exceed such Amendment No. 4 Extended Dollar Revolving Lender’s Amendment No. 4 Extended Dollar Revolving Credit Commitment after giving effect to any borrowing or repayment of any Dollar Revolving Credit Loan, any L/C Credit Extension and the expiration of any Letter of Credit on the Initial Revolving Credit Maturity Date and (B) on the Amendment No. 4 Extended Revolving Credit Maturity Date, the aggregate amount of participations in any then issued and outstanding Letters of Credit held by the Amendment No. 4 Extended Dollar Revolving Lenders will automatically be reallocated among the Amendment No. 9 Extended Dollar Revolving Lenders pro rata in accordance with such Amendment No. 9 Extended Dollar Revolving Lenders’ respective Pro Rata Amendment No. 9 Extended Dollar Shares, but only to the extent that such reallocation does not cause the aggregate Outstanding Amount of the Amendment No. 9 Extended Dollar Revolving Credit Loans of any Amendment No. 9 Extended Dollar Revolving Lender plus such Amendment No. 9 Extended Dollar Revolving Lender’s Pro Rata Amendment No. 9 Extended Dollar Share of the Outstanding Amount of all L/C Obligations to exceed such Amendment No. 9 Extended Dollar Revolving Lender’s Amendment No. 9 Extended Dollar Revolving Credit Commitment after giving effect to any borrowing or repayment of any Dollar Revolving Credit Loan, any L/C Credit Extension and the expiration of any Letter of Credit on the Amendment No. 4 Extended Revolving Credit Maturity Date; provided, further, that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Dollar Revolving Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (w) the aggregate Outstanding Amount of all Dollar Revolving Credit Loans and L/C Obligations would exceed the Aggregate Dollar Revolving Credit Commitments, (x) the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Dollar Revolving Lender plus such Dollar Revolving Lender’s Pro Rata Dollar Share of the Outstanding Amount of all L/C Obligations would exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitment, (y) the Total Outstandings would exceed the Total Revolving Credit Commitments, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by any Revolving Credit Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Revolving Credit Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Revolving Credit Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly such Revolving Credit Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

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All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. On the Amendment No. 9 Effective Date, participations in any issued and outstanding Letters of Credit shall be reallocated so that, after giving effect thereto, the Initial Dollar Revolving Lenders, the Amendment No. 4 Extended Revolving Lenders and the Amendment No. 9 Extended Revolving Lenders shall share ratably in such participations in accordance with their Pro Rata Dollar Share of the Aggregate Dollar Revolving Credit Commitments (including the Initial Dollar Revolving Credit Commitments, the Amendment No. 4 Extended Dollar Revolving Credit Commitments and the Amendment No. 9 Extended Dollar Revolving Credit Commitments).
(ii)    The L/C Issuer shall be under no obligation to issue any Letter of Credit if:
(A)     any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;
(B)     subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal (or as otherwise agreed by the Administrative Agent and the L/C Issuer);
(C)     the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date;
(D)     the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer;
(E)     except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000; or
(F)     any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Revolving Credit Borrowers or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender or reallocate such risk pursuant to Section 2.15(a)(iv).
(iii)    The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(iv)    The L/C Issuer shall act on behalf of the Dollar Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Agents in Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Agents” as used in Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
(b)    Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.
(i)    Each Letter of Credit shall be issued or amended, as the case may be, upon the request of each Revolving Credit Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable L/C Issuer, appropriately completed and signed by a Responsible Officer of such Revolving

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Credit Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 1:00 p.m. at least three Business Days (or such later date and time as the L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and requested currency thereof and the absence of specification of currency shall be deemed a request for a Letter of Credit denominated in Dollars; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably require. Additionally, the Revolving Credit Borrowers shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require.
(ii)    Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Revolving Credit Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Revolving Credit Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Dollar Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Dollar Share times the amount of such Letter of Credit.
(iii)    If any Revolving Credit Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Revolving Credit Borrowers shall not be required to make a specific request to the L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Dollar Revolving Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such renewal if (A) the L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (in writing) on or before the day that is three Business Days before the Nonrenewal Notice Date (1) from the Administrative Agent that the Majority Facility Lenders in respect of the Dollar Revolving Credit Facility have elected not to permit such renewal or (2) from the Administrative Agent, any Dollar Revolving Lender or any Revolving Credit Borrower that one or more of the applicable conditions specified in Section 5.02 is not then satisfied.
(iv)    Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the applicable Revolving Credit Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

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(c)    Drawings and Reimbursements; Funding of Participations.
(i)    Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the applicable Revolving Credit Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date immediately following any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), each Revolving Credit Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing for a Letter of Credit issued on its behalf. If such Revolving Credit Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Dollar Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Dollar Revolving Lender’s Pro Rata Dollar Share thereof. In such event, such Revolving Credit Borrower shall be deemed to have requested a Dollar Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Dollar Revolving Credit Commitments and the conditions set forth in Section 5.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) must be in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(ii)    Each Dollar Revolving Lender (including the Lender acting as L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro Rata Dollar Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Dollar Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Revolving Credit Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.
(iii)    With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, the applicable Revolving Credit Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv)    Until each Dollar Revolving Lender funds its Dollar Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Dollar Share of such amount shall be solely for the account of the L/C Issuer.
(v)    Each Dollar Revolving Lender’s obligation to make Dollar Revolving Credit Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Dollar Revolving Lender’s obligation to make Dollar Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02 (other than delivery by any Revolving Credit Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Revolving Credit Borrowers to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit issued to such Revolving Credit Borrower, together with interest as provided herein.
(vi)    If any Dollar Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions

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of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Dollar Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Dollar Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Dollar Revolving Credit Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Dollar Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.
(d)    Repayment of Participations.
(i)    At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Dollar Revolving Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from any Revolving Credit Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Dollar Revolving Lender its Pro Rata Dollar Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(ii)    If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Dollar Revolving Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Pro Rata Dollar Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Dollar Revolving Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Dollar Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
(e)    Obligations Absolute. The obligation of each Revolving Credit Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit issued on behalf of such Revolving Credit Borrower and to repay each such L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
(i)    any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;
(ii)    the existence of any claim, counterclaim, setoff, defense or other right that any Revolving Credit Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
(iii)    any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
(iv)    any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or

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any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;
(v)    any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Revolving Credit Borrower in respect of such Letter of Credit; or
(vi)    any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Revolving Credit Borrower.
Each Revolving Credit Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Revolving Credit Borrower’s instructions or other irregularity, such Revolving Credit Borrower will immediately notify the L/C Issuer. Each Revolving Credit Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.
(f)    Role of L/C Issuer. Each Lender and each Revolving Credit Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. Each Revolving Credit Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude any Revolving Credit Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties, nor any of the respective correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, a Revolving Credit Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to such Revolving Credit Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Revolving Credit Borrower which such Revolving Credit Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence (as determined by a court of competent jurisdiction by final and nonappealable judgment) or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
(g)    Cash Collateral. Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Revolving Credit Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 105% of such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). For purposes of this Section 2.03, Section 2.05 and Section 9.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to

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documentation in form and substance satisfactory to the Collateral Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Revolving Credit Borrowers hereby grant to the Collateral Agent, for the benefit of the L/C Issuer and the Dollar Revolving Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked deposit accounts with the Collateral Agent. If at any time the Administrative Agent or the Collateral Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Collateral Agent or that the total amount of such funds is less than 105% of the aggregate Outstanding Amount of all L/C Obligations, the Revolving Credit Borrowers will, forthwith upon demand by the Collateral Agent, pay to the Collateral Agent, as additional funds to be deposited and held in the deposit accounts with the Collateral Agent as aforesaid, an amount equal to the excess of (a) 105% of such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent or the Collateral Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable law, to reimburse the L/C Issuer.
(h)    Applicability of ISP98. Unless otherwise expressly agreed by the L/C Issuer and the Revolving Credit Borrowers, when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit.
(i)    Letter of Credit Fees. The Revolving Credit Borrowers shall pay to the Administrative Agent for the account of each Dollar Revolving Lender in accordance with its Pro Rata Dollar Share a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily maximum amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. Such letter of credit fees shall be computed on a quarterly basis in arrears. Letter of Credit Fees shall be (i) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the date on which the Dollar Revolving Credit Commitment of each Dollar Revolving Lender shall be terminated as provided herein, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
(j)    Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Revolving Credit Borrowers shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit at a rate per annum equal to 0.25% unless as otherwise agreed with such L/C Issuer, computed on the daily amount available to be drawn under each Letter of Credit on a quarterly basis in arrears. Such fronting fees shall be due and payable on the last Business Day of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the date on which the Dollar Revolving Credit Commitments shall be terminated as provided herein, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. In addition, the Revolving Credit Borrowers shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
(k)    Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.
(l)    Resignation or Removal of the L/C Issuer. The L/C Issuer may resign at any time by giving 90 days’ prior written notice to the Administrative Agent, the Lenders and the Revolving Credit Borrowers. Subject to the next succeeding paragraph, upon the acceptance of any appointment as the L/C Issuer hereunder by a Lender

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that shall agree to serve as successor L/C Issuer, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring L/C Issuer and the retiring L/C Issuer shall be discharged from its obligations to issue additional Letters of Credit hereunder. At the time such removal or resignation shall become effective, the Revolving Credit Borrowers shall pay all accrued and unpaid fees pursuant to Section 2.03(j). The acceptance of any appointment as the L/C Issuer hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Revolving Credit Borrowers and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous L/C Issuer under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “L/C Issuer” shall be deemed to refer to such successor or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context shall require. After the resignation or removal of the L/C Issuer hereunder, the retiring L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation or removal, but shall not be required to issue additional Letters of Credit.
(m)    Additional L/C Issuers. The Revolving Credit Borrowers may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such Lender, designate one or more additional Lenders to act as an issuing bank under the terms of the Agreement. Any Lender designated as an issuing bank pursuant to this paragraph shall be deemed to be an “L/C Issuer” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to the other L/C Issuer and such Lender.
(n)    Notwithstanding anything to the contrary set forth herein, the parties hereto agree that effective upon the L/C Replacement Date, Credit Suisse AG, in its capacity as L/C Issuer will resign as L/C Issuer (the “L/C Resignation”) solely with respect to the Cancelled L/Cs (as defined below). The parties hereto further agree that on or before the date that is ninety (90) days after the Amendment No. 1 Effective Date (or such later date as Barclays Bank PLC and Credit Suisse AG agree, the “L/C Replacement Date”), the Existing Letters of Credit (other than the Existing Letters of Credit Nos. TS-07004512 and TS-07004513 with the Connecticut Department of Environmental Protection, as beneficiary (collectively, the “ CT L/Cs”)) will be replaced (the “Cancelled L/Cs”) with new Letters of Credit in form and substance satisfactory to Barclays Bank PLC, in its capacity as L/C Issuer, and MacDermid. From and after the L/C Replacement Date, Credit Suisse AG, in its capacity as L/C Issuer, shall be released from all duties and obligations as a L/C Issuer with respect to the Cancelled L/Cs. Credit Suisse AG, in its capacity as L/C Issuer, Barclays Bank PLC, in its capacity as L/C Issuer, and MacDermid further agree that in the event that the CT L/Cs are not terminated by December 31, 2013, Barclays Bank PLC, in its capacity as L/C Issuer, and MacDermid will use best efforts to replace such CT L/Cs with new Letters of Credit issued by Barclays Bank PLC, in its capacity as L/C Issuer (the date of such replacement, the “CT L/C Replacement Date”). From and after the CT L/C Replacement Date, if it occurs, Credit Suisse AG, in its capacity as L/C Issuer, shall be released from all duties and obligations as a L/C Issuer with respect to the CT L/Cs. For the avoidance of doubt, the parties hereto agree that the Credit Suisse AG shall have no obligation to issue any additional Letters of Credit from and after the Amendment No. 1 Effective Date.
2.04    Reserved.
2.05    Prepayments.
(a)    Optional. (i) Except as set forth in clause (ii) below with respect to Multicurrency Revolving Credit Loans and New Term Loans denominated in a currency other than Dollars, the Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (other than as set forth in Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans, and (B) one Business Day prior to the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be substantially in the form of Exhibit L and shall specify the date and amount of such prepayment, the Class, Tranche and the Type(s) of Loans to be prepaid, and if Eurocurrency Rate Loans are to be prepaid, the Interest

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Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05.
(ii)    The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Multicurrency Revolving Credit Loans and New Term Loans denominated in a currency other than Dollars in whole or in part without premium or penalty (other than as set forth in Section 2.05(a)(iv)); provided that such notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to any date of prepayment of Eurocurrency Rate Loans. Each prepayment of Multicurrency Revolving Credit Loans or New Term Loans denominated in a currency other than Dollars that are Eurocurrency Rate Loans shall be in a principal amount that is not less than the Minimum Eurocurrency Borrowing Amount, or, if less, the entire principal amount thereof then outstanding.
(iii)    Optional prepayments of Term Loans shall be applied on a pro rata basis in direct order to the remaining scheduled installments of principal due in respect of the Term Loans pursuant to Section 2.07. Optional prepayments of Dollar Revolving Credit Loans shall be made on a pro rata basis among the outstanding Tranches of Dollar Revolving Credit Loans and optional prepayments of Multicurrency Revolving Credit Loans shall be made on a pro rata basis among the outstanding Tranches of Multicurrency Revolving Credit Loans.
(iv)    In the event that, (A) on or prior to six months after the Amendment No. 7 Funding Date, any Borrower (x) prepays, refinances, substitutes or replaces any Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans in connection with a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iv) that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to the Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans, as applicable, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction and (B) on or prior to six months after the Amendment No. 8 Funding Date, any Borrower (x) prepays, refinances, substitutes or replaces any Tranche B-7 Term Loans or Euro Tranche C-6 Term Loans in connection with a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iv) that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to the Tranche B-7 Term Loans or Euro Tranche C-6 Term Loans, as applicable, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Tranche B-7 Term Loans or Euro Tranche C-6 Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Tranche B-7 Term Loans or Euro Tranche C-6 Term Loans outstanding immediately prior to such amendment. As a condition to effectiveness of any assignment pursuant to the parenthetical set forth in the first sentence of Section 11.15 in respect of any amendment of this Agreement effective (A) on or prior to six months after the Amendment No. 7 Funding Date resulting in a Repricing Transaction, the Borrowers shall pay to the applicable non-consenting Lender a premium equal to the premium that would apply if such Lender’s Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans being assigned were being prepaid and subject to the premium set forth in this Section for such Tranche B-6 Term Loans or Euro Tranche C-5 Term Loans, as applicable, and (B) on or prior to six months after the Amendment No. 8 Funding Date resulting in a Repricing Transaction, the Borrowers shall pay to the applicable non-consenting Lender a premium equal to the premium that would apply if such Lender’s Tranche B-7 Term Loans or Euro Tranche C-6 Term Loans being assigned were being prepaid and subject to the premium set forth in this Section for such Tranche B-7 Term Loans or Euro Tranche C-6 Term Loans, as applicable.
(b)    Mandatory. (i)  In the event of any termination of all of the Dollar Revolving Credit Commitments, the Revolving Credit Borrowers shall, on the date of such termination, repay or prepay all outstanding

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Dollar Revolving Credit Loans and replace all outstanding Letters of Credit and/or Cash Collateralize the L/C Obligations in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties in the manner described in Section 2.03(g). In the event of any termination of all of the Multicurrency Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all outstanding Multicurrency Revolving Credit Loans. If for any reason the Outstanding Amount of all Dollar Revolving Credit Loans and L/C Obligations at any time exceed the Aggregate Dollar Revolving Credit Commitments then in effect, the Borrowers shall immediately prepay all outstanding Dollar Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Dollar Revolving Credit Loans the Outstanding Amount of all Dollar Revolving Credit Loans and L/C Obligations exceed the Aggregate Dollar Revolving Credit Commitments then in effect. If for any reason the Outstanding Amount of all Multicurrency Revolving Credit Loans at any time exceeds the Aggregate Multicurrency Revolving Credit Commitments then in effect, the Borrowers shall immediately prepay all outstanding Multicurrency Revolving Credit Loans in an aggregate amount equal to such excess. Mandatory prepayments of Dollar Revolving Credit Loans shall be made on a pro rata basis among the outstanding Tranches of Dollar Revolving Credit Loans and mandatory prepayments of Multicurrency Revolving Credit Loans shall be made on a pro rata basis among the outstanding Tranches of Multicurrency Revolving Credit Loans.
(ii)    Not later than the fifth Business Day following the completion of any Asset Sale and/or not later than the tenth Business Day following the occurrence of any Recovery Event and, in each case, the receipt of Net Cash Proceeds resulting therefrom, the Borrowers shall apply the Required Prepayment Percentage of such Net Cash Proceeds received with respect thereto to prepay outstanding Loans and/or Cash Collateralize Letters of Credit in accordance with Section 2.05(b)(vii).
(iii)    Reserved.
(iv)    In the event that any Loan Party or any Restricted Subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or other incurrence of Indebtedness of any Loan Party or any Restricted Subsidiary of a Loan Party (other than Indebtedness permitted pursuant to Section 8.02), the Borrowers shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such Restricted Subsidiary, apply an amount equal to the Required Prepayment Percentage of such Net Cash Proceeds to prepay outstanding Loans and/or Cash Collateralize Letters of Credit in accordance with Section 2.05(b)(vii).
(v)    No later than the earlier of (i)(x) June 30, 2015, in the case of the fiscal year ending December 31, 2014 and (ii) for each fiscal year thereafter, (x) 90 days after the end of each fiscal year of PSP, and (y) the date on which the financial statements with respect to such period are delivered pursuant to Section 7.01(a), the Borrowers shall prepay outstanding Loans and/or Cash Collateralize Letters of Credit in accordance with Section 2.05(b)(vii), in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended less the aggregate amount of all Voluntary Prepayments during such fiscal year.
(vi)    MacDermid shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.05(b), (i) a certificate signed by a Responsible Officer of the Borrowers setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least 10 Business Days prior written notice of such prepayment (and the Administrative Agent shall promptly notify each Lender). Each notice of prepayment shall be substantially in the form of Exhibit L and shall specify the prepayment date, the Class, Tranche and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings pursuant to this Section 2.05 shall be subject to Section 3.05, but shall otherwise be without premium or penalty.
(vii)    Mandatory prepayments under sub-paragraphs (ii), (iii), (iv) and (v) of this Section shall be applied:

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first, to prepay outstanding Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to the full extent thereof (and the corresponding accrued and unpaid interest and fees on the principal amount of Term Loans so prepaid), subject to the provisions of sub-paragraph (viii) below and any re-offer described therein;
second, at any time when there shall be no Term Loans outstanding, to prepay outstanding Revolving Credit Loans on a pro rata basis among the relevant Tranches of Revolving Credit Loans to the full extent thereof (and the corresponding accrued and unpaid interest and fees on the principal amount of Revolving Credit Loans so prepaid), with no corresponding reduction of the Revolving Credit Commitments; and
third, at any time when there shall be no Term Loans outstanding, to Cash Collateralize any outstanding Letters of Credit (up to an aggregate amount equal to 105% of the aggregate undrawn face amount of all such Letters of Credit) as described in Section 2.03(g), with no corresponding reduction of the Revolving Credit Commitments;
with any remaining amounts being retained by the Borrowers to be used in accordance with the provisions of this Agreement.
(viii)    Mandatory prepayments of outstanding Term Loans under this Agreement shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans pursuant to Section 2.07. Such mandatory prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans or Eurocurrency Rate Loans; provided that if no Lenders decline a given mandatory prepayment of the Term Loans as described below, then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied in the case of the applicable principal amount of the Term Loans being so prepaid, first to Term Loans that are Base Rate Loans to the full extent thereof before application to Term Loans that are Eurocurrency Rate Loans in a manner that minimizes the amount of any payments required to be made by the Borrowers pursuant to Section 3.05. Notwithstanding anything herein to the contrary, any Term Loan Lender may elect, by notice to the Administrative Agent by facsimile at least eight Business Days prior to the applicable prepayment date, to decline all of any prepayment of its Term Loans pursuant to sub-paragraphs (ii), (iv) or (v) of this Section, in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans but was so declined shall be retained by the Borrowers to be used in accordance with the provisions of this Agreement.
(c)    Prepayments to Include Accrued Interest, Etc. All prepayments (other than prepayments of Revolving Credit Loans that are Base Rate Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) under this Section 2.05 shall be made together with (i) accrued and unpaid interest to the date of such prepayment on the principal amount so prepaid and (ii) in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05.
2.06    Termination or Reduction of Commitments.
(a)    Optional. The Borrowers may, upon notice by MacDermid to the Administrative Agent, terminate the unused portion of the Letter of Credit Sublimit, the unused Dollar Revolving Credit Commitments, the unused Multicurrency Revolving Credit Commitments or the unused Term Loan Commitments, or from time to time permanently reduce the unused portion of the Letter of Credit Sublimit, the unused Revolving Credit Commitments or the unused Term Loan Commitment; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrowers shall not terminate or reduce the unused portion of the Letter of Credit Sublimit or the unused Dollar Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of all Dollar Revolving Credit Loans and L/C Obligations at any time would exceed the Aggregate Dollar Revolving Credit Commitments then in effect. Optional reductions of the unused Dollar Revolving Credit

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Commitments shall be made on a pro rata basis among the outstanding Tranches of Dollar Revolving Credit Commitments and optional reductions of the unused Multicurrency Revolving Credit Commitments shall be made on a pro rata basis among the outstanding Tranches of Multicurrency Revolving Credit Commitments.
(b)    Mandatory. (i) Unless previously terminated in accordance with the terms hereof, (1) the Tranche B-6 Term Loan Commitments shall automatically terminate at 5:00 p.m. on the Amendment No. 7 Funding Date, (2) the Tranche B-7 Term Loan Commitments shall automatically terminate at 5:00 p.m. on the Amendment No. 8 Funding Date, (3) the Euro Tranche C-5 Term Loan Commitments shall automatically terminate at 5:00 p.m. on the Amendment No. 7 Funding Date, (4) the Euro Tranche C-6 Term Loan Commitments shall automatically terminate at 5:00 p.m. on the Amendment No. 8 Funding Date, (5) the Initial Revolving Credit Commitments shall automatically terminate on the Initial Revolving Credit Maturity Date, (6) the Amendment No. 4 Extended Revolving Credit Commitments shall automatically terminate on the Amendment No. 4 Extended Revolving Credit Maturity Date, (7) the Amendment No. 9 Extended Revolving Credit Commitments and the Letter of Credit Commitment shall automatically terminate on the Amendment No. 9 Extended Revolving Credit Maturity Date and (8) the Commitments in respect of any Tranche of New Term Loans shall automatically terminate on the maturity date set forth in the applicable Incremental Amendment or other document reasonably satisfactory to the Administrative Agent, the applicable Borrower(s) and such New Term Loan Lenders.
(ii)    If after giving effect to any reduction or termination of unused Commitments under this Section 2.06, the Letter of Credit Sublimit exceeds the amount of the Aggregate Dollar Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess.
(c)    Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the unused portions of the Letter of Credit Sublimit, the unused Dollar Revolving Credit Commitments, the unused Multicurrency Revolving Credit Commitments, the unused Tranche B-6 Term Loan Commitments, the unused Tranche B-7 Term Loan Commitments, the unused Euro Tranche C-5 Term Loan Commitments or the unused Euro Tranche C-6 Term Loan Commitments under this Section 2.06. Upon any reduction of unused Dollar Revolving Credit Commitments, unused Multicurrency Revolving Credit Commitments, unused Tranche B-6 Term Loan Commitments, unused Tranche B-7 Term Loan Commitments, unused Euro Tranche C-5 Term Loan Commitments, unused Euro Tranche C-6 Term Loan Commitments, the Dollar Revolving Credit Commitments, Multicurrency Revolving Credit Commitments, Tranche B-6 Term Loan Commitments, Tranche B-7 Term Loan Commitments, Euro Tranche C-5 Term Loan Commitments or Euro Tranche C-6 Term Loan Commitments, as applicable, of each Lender shall be reduced by such Lender’s Pro Rata Share of the amount by which the applicable Facility is reduced. Optional reductions of the unused Dollar Revolving Credit Commitments shall be made on a pro rata basis among the outstanding Tranches of Dollar Revolving Credit Commitments and optional reductions of the unused Multicurrency Revolving Credit Commitments shall be made on a pro rata basis among the outstanding Tranches of Multicurrency Revolving Credit Commitments. All Commitment Fees accrued until the effective date of any termination of the Total Revolving Credit Commitments shall be paid on the effective date of such termination.
2.07    Repayment of Loans.
(a)    (i)    Reserved.
(ii)    Reserved.
(iii)    Reserved.
(iv)    Reserved.
(v)    Reserved.
(vi)    Reserved.

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(vii)    Reserved.
(viii)    Reserved.
(ix)    Reserved.
(x)    Tranche B-6 Term Loans. On each date set forth below, or if any such date is not a Business Day, on the next preceding Business Day (each such date being called a “Tranche B-6 Repayment Date”), the Tranche B-6 Term Loan Borrowers shall pay to the Administrative Agent, for the account of the Tranche B-6 Term Loan Lenders, a principal amount of the Tranche B-6 Term Loans (as adjusted from time to time pursuant to Sections 2.05 and 2.06(b)) equal to the amount set forth below for such date:
Tranche B-6 Repayment Date
Amount
June 30, 2017
$3,077,500.00
September 30, 2017
$3,077,500.00
December 31, 2017
$3,077,500.00