Amendment No. 1 to Credit Agreement among Rockwood Specialties Group, Inc., Rockwood Specialties Limited, and Lenders

Exhibit 10.22

Execution Copy

        AMENDMENT No. 1 dated as of September 29, 2003 (this "Amendment"), to the Credit Agreement dated as of July 23, 2003 (the "Credit Agreement"), among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the "US Borrower"), ROCKWOOD SPECIALTIES LIMITED, a company incorporated under the laws of England and Wales (the "UK Borrower" and, together with the US Borrower, the "Borrowers"), ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation ("Holdings"), ROCKWOOD SPECIALTIES CONSOLIDATED, INC., a Delaware corporation ("PIK Holdco"), ROCKWOOD HOLDINGS, INC., a Delaware corporation ("Parent" and, together with PIK Holdco, the "Parent Companies"), the lenders from time to time parties thereto (the "Lenders"), JPMORGAN CHASE BANK, as Administrative Agent (in such capacity, the "Administrative Agent"), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent, and GOLDMAN SACHS CREDIT PARTNERS L.P. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.

        A. Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrowers.

        B. The Borrowers have requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth herein.

        C. The undersigned Lenders are willing so to amend such provisions of the Credit Agreement pursuant to the terms and subject to the conditions set forth herein.

        D. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

        E. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

        SECTION 1.    Amendment to Section 1.1.    The definition of the term "Consolidated Interest Expense" in Section 1.1 of the Credit Agreement is hereby amended by deleting the text "Holdings," immediately after the phrase "outstanding Indebtedness of" in clause (x) thereof.

        SECTION 2.    Amendment to Section 9.15(c).    Section 9.15(c) of the Credit Agreement is hereby amended by deleting the text "September 30, 2003" in the parenthetical in the preamble thereof and replacing it with the text "November 30, 2003".

        SECTION 3.    Amendment to Section 9.18(b).    Section 9.18(b) of the Credit Agreement is hereby amended by deleting the text "September 30, 2003" in the second line thereof and replacing it with the text "November 30, 2003".

        SECTION 4.    Amendment to Section 9.1.    (a) Section 9.1(a) of the Credit Agreement is hereby amended by (i) deleting the text "Holdings," in clause (i) thereof, (ii) deleting the word "Holdings" at the beginning of clause (ii) thereof and substituting the words "the US Borrower" therefor, (iii) the deleting the text "Holdings," immediately following the text "to the status of" in clause (ii) thereof and (iv) deleting the text "Holdings," immediately following the text "audit of the business of" in clause (ii) thereof.

        (b) Section 9.1(b) of the Credit Agreement is hereby amended by (i) deleting the word "Holdings" immediately following the text "first three quarterly accounting periods in each fiscal year of" and substituting the words "the US Borrower" therefor, (ii) deleting the text "Holdings," in clause (i) thereof and (iii) deleting the word "Holdings" at the beginning of clause (ii) thereof and substituting the words "the US Borrower" therefor.

        (c) Section 9.1(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

        "(c) Budgets. Within 60 days after the commencement of each fiscal year of the US Borrower, consolidated budgets of each of the US Borrower, the US Borrower and its Restricted Subsidiaries, the UK Borrower and the UK Borrower and its Restricted Subsidiaries in reasonable detail for the fiscal year as customarily prepared by management of the US Borrower and the UK Borrower for their internal use, setting forth the principal assumptions upon which such budgets are based."

        (d) Section 9.1(d) of the Credit Agreement is hereby amended by deleting the text "Holdings," in clause (i) thereof.

        SECTION 5.    Acknowledgement of Deletion.    Each of the Lenders and the parties hereto (a) acknowledge that Section 2(b) of the UK Guarantee dated as of July 23, 2003, made among the US Borrower and each of the subsidiaries of UK Borrower listed on Annex A thereto or that becomes a party thereto pursuant to Section 19 thereof, and JPMorgan Chase Bank, as administrative agent for the lenders to the UK Borrower from time to time parties to the Credit Agreement shall be deleted and (b) hereby authorize the Administrative Agent to execute such amendments or supplements thereto, in form and substance reasonably satisfactory to the Administrative Agent, to effect such deletion.

        SECTION 6.    Representations and Warranties.    Each of the Parent Companies, Holdings and the Borrowers represents and warrants to the Administrative Agent and the other Lenders that:

        (a) This Amendment has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and subject to general principles of equity;

        (b) After giving effect to this Amendment, all representations and warranties made by any Credit Party contained in the Credit Agreement or in the other Credit Documents are true and correct in all material respects on and as of the date hereof with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and

        (c) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

        SECTION 7.    Conditions to Effectiveness.    This Amendment shall become effective as of the date first above written when

        (a) the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of each of the Parent Companies, Holdings, each of the Borrowers and the Required Lenders and

        (b) all reasonable fees and expenses required to be paid or reimbursed by the Borrowers under or in connection with this Amendment or the Credit Agreement and (in the case of expenses to be reimbursed, including reasonable fees, charges and disbursements of counsel) invoiced in writing to the Borrower prior to the date hereof, shall have been paid or reimbursed, as applicable.

        SECTION 8.    Effect of Amendment.    Except as expressly set forth in Section 1, Section 2, Section 3, Section 4 or Section 5 of this Amendment, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Parent Companies, Holdings or the Borrowers under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any

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of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Parent Companies, Holdings or the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement as amended hereby.

        SECTION 9.    Expenses.    Each of the Borrowers agrees to pay the reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation of this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.

        SECTION 10.    Applicable Law.    THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

        SECTION 11.    Notices.    All notices hereunder shall be given in accordance with the provisions of Section 14.2 of the Credit Agreement.

        SECTION 12.    Counterparts.    This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile transmission or other electronic means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument, and shall become effective as provided in Section 7.

        SECTION 13.    Headings.    The Section headings of this Amendment are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

        SECTION 14.    Credit Document.    This Amendment shall constitute a "Credit Document" for all purposes of the Credit Agreement and the other Credit Documents.

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

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        SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE CREDIT AGREEMENT dated as of July 23, 2003, among ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation, ROCKWOOD SPECIALTIES LIMITED, a company incorporated under the laws of England and Wales, ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a Delaware corporation, ROCKWOOD SPECIALTIES CONSOLIDATED, INC., a Delaware corporation, ROCKWOOD HOLDINGS, INC., a Delaware corporation, the lenders from time to time parties thereto, JPMORGAN CHASE BANK, as Administrative Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent, and GOLDMAN SACHS CREDIT PARTNERS L.P. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.

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Exhibit 10.22 Execution Copy