**Exhibit 10.1**

 

ROCKWOODSPECIALTIES GROUP, INC.

 

AND

 

KEMIRA OYJ

 

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MASTERAGREEMENT REGARDING THE

TITANIUM DIOXIDE JOINT VENTURE

 

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**TABLE OFCONTENTS**

 
| 1.     | Preamble                                         | 9      |
|--------|--------------------------------------------------|--------|
|   |                                             |   |
| 2.     | Transaction Framework                            | 11     |
|   |                                             |   |
| 3.     | Carve-Out of the Rockwood Water Business         | 15     |
|   |                                             |   |
| 4.     | Termination of the Upstream Enterprise Agreement | 16     |
|   |                                             |   |
| 5.     | Third Party Financing                            | 18     |
|   |                                             |   |
| 6.     | Conditions Precedent and Closing                 | 18     |
|   |                                             |   |
| 7.     | Due Diligence                                    | 20     |
|   |                                             |   |
| 8.     | Adjustment of the Shareholding Split             | 21     |
|   |                                             |   |
| 9.     | Regulatory Approval                              | 22     |
|   |                                             |   |
| 10.    | Covenants                                        | 24     |
|   |                                             |   |
| 11.    | Rescission Right                                 | 27     |
|   |                                             |   |
| 12.    | Joint and Several Liability                      | 29     |
|   |                                             |   |
| 13.    | Confidentiality                                  | 29     |
|   |                                             |   |
| 14.    | Costs                                            | 29     |
|   |                                             |   |
| 15.    | Miscellaneous                                    | 30     |
|   |                                             |   |
| 16.    | Authorised Agent                                 | 33     |
|   |                                             |   |
| 17.    | Severability                                     | 34     |

 

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**DEFINITIONS**

 

In this Agreement

 
| “**Affiliate**”                                                                              |   | shall have the meaning given  to it in section 1.7;  |
|--------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------|
|                                                                                                   |   |                                                      |
| “**Agreement**”                                                                              |   | shall mean this master  agreement;                        |
|                                                                                                   |   |                                                      |
| “**Business Days**”                                                                          |   | shall have the meaning given  to it in section 6.3;;      |
|                                                                                                   |   |                                                      |
| “**Closing**”                                                                                |   | shall have the meaning given  to it in section6.3;        |
|                                                                                                   |   |                                                      |
| “**Closing Date**”                                                                           |   | shall have the meaning given  to it in section 6.3;       |
|                                                                                                   |   |                                                      |
| “**Covenanted Agreement**”                                                                   |   | shall have the meaning given  to it in section 10.1.1(k); |
|                                                                                                   |   |                                                      |
| “**Downstream Enterprise Agreement**”                                                        |   | shall have the meaning given  to it in section 3.2(d);    |
|                                                                                                   |   |                                                      |
| “**Due Diligence**”                                                                          |   | shall have the meaning given  to it in section 7.1;       |
|                                                                                                   |   |                                                      |
| “**E&Y**”                                                                                |   | shall have the meaning given  to it in section 8.6;       |
|                                                                                                   |   |                                                      |
| “**ECMR**”                                                                                   |   | shall have the meaning given  to it in section 6.2(a);    |
|                                                                                                   |   |                                                      |
| “**Equity Value Split**”                                                                     |   | shall have the meaning given  to it in section 8.1;       |
|                                                                                                   |   |                                                      |
| “**Existing Intercompany Receivable**” and “**Existing Intercompany Receivables**” |   | shall have the meaning given  to it in section 2.2.1;     |
|                                                                                                   |   |                                                      |
| “**Financial Information and Valuation**”                                                    |   | shall have the meaning given  to it in section 1.5;       |
|                                                                                                   |   |                                                      |
| “**Finnish HoldCo**”                                                                         |   | shall have the meaning given  to it in the deed caption;  |
|                                                                                                   |   |                                                      |
| “**Functional Additive Business**”                                                           |   | shall have the meaning given  to it in section 1.1:       |
|                                                                                                   |   |                                                      |
| “**IDW**”                                                                                    |   | shall have the meaning given  to it in section 8.6;       |
|                                                                                                   |   |                                                      |
| “**Implementation Agreement**”                                                               |   | shall have the meaning given  to it in section 2.1.1;     |

 

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| “**Intercompany Receivables**”                                |   | shall mean any receivable by Kemira  and its Affiliates or Rockwood and its Affiliates against JV Group Companies  other than receivables from the delivery of goods or provision of services at  arms’ length or created through a Breach of the No Leakage Provisions  pursuant to the Implementation Agreement; |
|-------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**Joint Venture**”                                           |   | shall have the meaning given  to it in section 2.1.1;                                                                                                                                                                                                                                                                   |
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**JV Agreement**”                                       |   | shall have the meaning given  to it in section 2.1.2;                                                                                                                                                                                                                                                                   |
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**JV Group Company”** and **“JV Group Companies**” |   | shall have the meaning given  to it in section 1.7(a);                                                                                                                                                                                                                                                                  |
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**JV US**”                                              |   | shall have the meaning given  to it in the deed caption;                                                                                                                                                                                                                                                                |
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**JV Europe**”                                          |   | shall have the meaning given  to it in the deed caption;                                                                                                                                                                                                                                                                |
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**JV Europe Interim Financial Statements**”                  |   | shall have the meaning given  to it in section 4.3;                                                                                                                                                                                                                                                                     |
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**Kemira**”                                                  |   | shall have the meaning given  to it in the deed caption;                                                                                                                                                                                                                                                                |
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**Kemira Divident**”                                         |   | shall have the meaning given  to it in section 2.2.1(d);                                                                                                                                                                                                                                                                |
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**Kemira Germany**”                                          |   | shall have the meaning given  to it in the deed caption;                                                                                                                                                                                                                                                                |
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**Kemira Inc.**”                                             |   | shall have the meaning given  to it in the deed caption;                                                                                                                                                                                                                                                                |
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**Kemira TiO2**”                                             |   | shall have the meaning given  to it in the deed caption;                                                                                                                                                                                                                                                                |
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**Kemira TiO2 Pigments Business**”                           |   | shall have the meaning given  to it in section 1.1;                                                                                                                                                                                                                                                                     |
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**Letter of Intent**”                                        |   | shall have the meaning given  to it in section 1.4;                                                                                                                                                                                                                                                                     |
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**Loss Amount**”                                             |   | shall have the meaning given  to it in section 4.3;                                                                                                                                                                                                                                                                     |
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**Material Adverse Effect**”                                 |   | shall have the meaning given  to it in section 11.1(a);                                                                                                                                                                                                                                                                 |
|                                                                    |   |                                                                                                                                                                                                                                                                                                                    |
| “**Maybrook**”                                                |   | shall have the meaning given  to it in section 1.3(b);                                                                                                                                                                                                                                                                  |

 

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| “**Party**” and “**Parties**”                                     |   | shall have the meaning given  to them in the deed caption; |
|---------------------------------------------------------------------------------------|--------|------------------------------------------------------------|
|                                                                                  |   |                                                       |
| “**Profit Amount**”                                                         |   | shall have the meaning given  to it in section 4.3;        |
|                                                                                  |   |                                                       |
| “**Refinancing**”                                                           |   | shall have the meaning given  to it in section 5.1;        |
|                                                                                  |   |                                                       |
| “**Regulatory Approval**”                                                   |   | shall have the meaning given  to it in section 9.1;        |
|                                                                                  |   |                                                       |
| “**Rescission Notice**”                                                     |   | shall have the meaning given  to it in section 11.1;       |
|                                                                                  |   |                                                       |
| “**Rockwood**”                                                              |   | shall have the meaning given  to it in the deed caption;   |
|                                                                                  |   |                                                       |
| “**Rockwood Germany**”                                                      |   | shall have the meaning given  to it in the deed caption;   |
|                                                                                  |   |                                                       |
| “**Rockwood Holdings**”                                                     |   | shall have the meaning given  to it in the deed caption;   |
|                                                                                  |   |                                                       |
| “**RockwoodTiO2 Pigments Business”**                                        |   | shall have the meaning given  to it in section 1.1;        |
|                                                                                  |   |                                                       |
| “**Rockwood Water Business**”                                               |   | shall have the meaning given  to it in section 1.1;        |
|                                                                                  |   |                                                       |
| “**Sachtleben**”                                                            |   | shall have the meaning given  to it in the deed caption;   |
|                                                                                  |   |                                                       |
| “**Sachtleben Corp**”                                                       |   | shall have the meaning given  to it in the deed caption;   |
|                                                                                  |   |                                                       |
| “**Shareholding Split**”                                                    |   | shall have the meaning given  to it in section2.1.3;       |
|                                                                                  |   |                                                       |
| “**Structure Paper**”                                                       |   | shall have the meaning given  to it in section 2.4.1;      |
|                                                                                  |   |                                                       |
| “**TiO2 Pigments Business**” and   “**TiO2 Pigments Businesses**” |   | shall have the meaning given  to it in section 1.1;        |
|                                                                                  |   |                                                       |
| “**Transaction**”                                                           |   | shall have the meaning given  to it in section 1.6;.       |
|                                                                                  |   |                                                       |
| “**Upstream Enterprise Agreement**”                                         |   | shall have the meaning given  to it in section 4.1         |
|                                                                                  |   |                                                       |
| “**Water Business Carve-Out**”                                              |   | shall have the meaning given  to it in section 3.1 ;       |

 

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**LISTOF ANNEXES**

 
| **Annex 1.2(a)**         |   | Shareholdings of JV Europe;                             |
|--------------------------|--------|---------------------------------------------------------|
| ** **               |   |                                                    |
| **Annex 1.5**            |   | Financial Information and  Valuation;                   |
| ** **               |   |                                                    |
| **Annex 2.4.1**          |   | Structure Paper by  Deloitte & Touche;         |
| ** **               |   |                                                    |
| **Annex 3.2**            |   | Term sheets for service  agreement);                    |
| ** **               |   |                                                    |
| **Annex 6.3**            |   | Closing Memorandum;                                     |
| ** **               |   |                                                    |
| **Annex 8.2**       |   | Sample Calculation of  adjustment of Shareholding Split |
| ** **               |   |                                                    |
| **Annex 8.6**            |   | Instructions for the  Independent Expert;               |
| ** **               |   |                                                    |
| **Annex 10.1.1**         |   | Disclosure against Covenants;                           |
| ** **               |   |                                                    |
| **Annex 10.1.1(k)** |   | Definition of Covenanted  Agreements;                   |
| ** **               |   |                                                    |
| **Annex 10.2.1**         |   | Existing Affiliate Agreements;  and                     |
| ** **               |   |                                                    |
| **Annex 14**             |   | Estimated advisor costs.                                |

 

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**MASTERAGREEMENT**

 

THIS AGREEMENT IS MADE ON 21 MAY 2008BY AND AMONG

 
| (a)    | Rockwood  Holdings, Inc., 100 Overlook Center, Princeton, NJ 08540, USA                                                                                                                                                                                                                                                                |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                        |
|   | hereinafter  referred to as “**Rockwood Holdings**”;                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                        |
| (b)    | Rockwood  Specialties Group, Inc., 100 Overlook Center, Princeton, NJ 08540, USA                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                        |
|   | hereinafter  referred to as “**Rockwood**”;                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                        |
| (c)    | Rockwood  Specialties Group GmbH, Königsberger Straße 1, 60487 Frankfurt am Main,  Germany, registered in the commercial register of the lower court of  Frankfurt am Main under registration number HR B 5 79 24                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                        |
|   | hereinafter  referred to as “**Rockwood Germany**”;                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                        |
| (d)    | Sachtleben  Chemie GmbH, Dr.-Rudolf-Sachtleben-Straße 4, 47189 Duisburg, Germany,  registered in the commercial register of the lower court of Duisburg under  registration number HR B 1 96 69                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                        |
|   | hereinafter  referred to as “**Sachtleben**”;                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                        |
| (e)    | Sachtleben  Corporation, a Delaware corporation with business address 140 Grand Street,  Suite 400, White Plains, NY 10601, USA                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                        |
|   | hereinafter  referred to as “**Sachtleben Corp**”;                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                        |
| (f)    | Deukalion  Einhundertvierundzwanzigste Vermögensverwaltungs-GmbH, Königsberger Straße 1,  60487 Frankfurt am Main, Germany, registered in the commercial register of  the lower court of Frankfurt am Main under registration number HR B 8 05 60,  to be renamed into “White Pigments Holding GmbH” after signing |
|   |                                                                                                                                                                                                                                                                                                                                        |
|   | hereinafter  referred to as “**JV Europe**”                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                        |
| (g)    | White  Pigments Holding Oy, a limited liability company under establishment,  Finland, with business identification number                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                        |
|   | hereinafter  referred to as “**Finnish HoldCo**”;                                                                                                                                                                                                                                                                                 |

 

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| (h)    | White Pigment LLC, a Delaware limited  liability company with business address at 100 Overlook Center, Princeton, NJ  08540, USA                                                                 |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                             |
|   | hereinafter  referred to as “**JV US**”;                                                                                                                                          |
|   |                                                                                                                                                                                             |
| (i)    | Kemira Oyj, Porkkalankatu 3, FI-00180  Helsinki, Finland, with business identification number 0109823-0                                                                                          |
|   |                                                                                                                                                                                             |
|   | hereinafter  referred to as “**Kemira**”;                                                                                                                                              |
|   |                                                                                                                                                                                             |
| (j)    | Kemira Pigments Oy, Porkkalankatu 3,  FI-00180 Helsinki, Finland, with business identification number 0948159-2                                                                                  |
|   |                                                                                                                                                                                             |
|   | hereinafter  referred to as “**Kemira TiO2**”;                                                                                                                                         |
|   |                                                                                                                                                                                             |
| (k)    | Kemira Germany GmbH, Marie-Curie-Straße 10,  51377 Leverkusen, Germany, registered in the commercial register of the lower  court of Cologne under registration number HR B 57319 |
|   |                                                                                                                                                                                             |
|   | hereinafter referred to as “**Kemira Germany**”;                                                                                                                                       |
|   |                                                                                                                                                                                             |
|   | and                                                                                                                                                                                              |
|   |                                                                                                                                                                                             |
| (l)    | Kemira Specialty Inc., USA, with its  principal place of business at 151 Veterans Drive, Northvale, NJ 07647, USA                                                                                |
|   |                                                                                                                                                                                             |
|   | hereinafter  referred to as “**Kemira Inc.**”.                                                                                                                                         |

 

Rockwood Holdings, Rockwood,Rockwood Germany, Sachtleben, Sachtleben Corp, JV Europe, Finnish HoldCo,JV US, Kemira, Kemira TiO2, Kemira Germany, Kemira Inc. and each a “**Party**” and collectively the “**Parties**”.

 

**NOW IT ISHEREBY AGREED:**

 

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# ** **

# **1.**                                       PREAMBLE

# ** **

## 1.1           Rockwood and Kemira are both companies active in a variety of businessfields in the specialty chemicals sector. Both Parties are, amongst otherbusinesses, engaged in the titanium dioxide business (i.e. the sale and manufacturingof titanium dioxide and related co-products and services), provided that (i) Rockwood’stitanium dioxide business also includes the manufacturing ofbarium-based and zinc-based inorganic fine white pigments and additives (the “**Functional Additive Business**”) but excludes the manufacturing of polyaluminiumchloride and polyaluminium nitrate-based flocculants (collectivelythe “**Rockwood****Water Business**”) as currently conducted bySachtleben and Sachtleben Corp (Rockwood’s titanium dioxide business so defined,the “**Rockwood TiO2 Pigments Business**”);and (ii) Kemira’s titanium dioxide business also includes sales andmanufacturing of certain other than titanium dioxide based products andservices to the cosmetics industry (the “**KemiraTiO2 Pigments Business**”). The Rockwood TiO2 Pigments Business andthe Kemira TiO2 Pigments Business are each also referred to as a “**TiO2 Pigments Business**” and collectively asthe “**TiO2 Pigments Businesses**”.

##  

## 1.2                                 Rockwood currently operates its TiO2Pigments Business (and the Rockwood Water Business) through

##  

(a)                                  its indirectGerman subsidiary Sachtleben, which currently directly and indirectly ownsshares in the entities as set out in **Annex 1.2(a)**;and

 

(b)                                 its indirectUS subsidiary Sachtleben Corp.

##  

## 1.3                                 Kemira currently operates its TiO2Pigments Business through

##  

#### (a)                                  (i)            its direct Finnish subsidiary Kemira TiO2(which has no further subsidiaries);

####  

##### (ii)           certain assets owned by Kemira Germany (including certain intellectualproperty and the Oberhausen technology centre); and

#####  

##### (iii)          certain sales offices operated and owned by certain of Kemira’sAffiliates (as defined below); and

#####  

#### (b)                                 its direct US subsidiary KemiraInc., which, in turn, is the sole shareholder of Maybrook, Inc., havingits principal place of business at 570 Broadway, Lawrence, Massachusetts, USA (“**Maybrook**”).

####  

## 1.4           In order to jointly pursue future business opportunities in the field ofthe production and marketing of titanium dioxide pigments, Rockwood and Kemiraintend to combine their 

 

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## TiO2 Pigments Businesses by forming a joint venture. On 17/23 January 2008,Rockwood and Kemira have, therefore, entered into a Letter of Intent settingout the principal terms and conditions relating to the joint venture (the “**Letter of Intent**”) which Letter of Intentwill be superseded by this Agreement and the agreements entered into on thebasis of this Agreement. To the extent required, the implementation of thisTransaction has been duly authorised by all relevant corporate bodies of theParties.

##  

1.5           In the Letter of Intent, Rockwood and Kemirahave, on the basis of the financial and tax position of the TiO2 PigmentsBusinesses of Rockwood and Kemira as such financial and tax positions isreflected in (i) the actual financial information (EBITDA and net debt)for the fiscal years 2004 to 2007; and (ii) the respective projections(EBITDA and net debt) for the fiscal years 2008 to 2010 as set out in moredetail in **Annex 1.5** (suchfinancial information and valuation, the “**FinancialInformation and Valuation**”) agreed on a valuation of theirrespective TiO2 Businesses and shareholding split between Rockwood and Kemirain the joint venture of 61 per cent and 39 per cent, respectively.

##  

## 1.6           By entering into this Agreement the Parties intend to agree on thestructure of the joint venture and the transactions to be implemented in orderto establish the joint venture (such transactions as they are described in moredetail in this Agreement collectively, the “**Transaction**”)as well as the contractual terms and conditions governing the joint venture.

##  

## 1.7           As used in this Agreement, with respect to a person or entity, “**Affiliate**” shall have the meaning given insection 15 *et seq.* of the GermanStock Corporation Act (*AktG*), but

##  

#### (a)                                  with respect to Rockwood Holdings, Rockwood, Rockwood Germany andKemira shall exclude JV Group Companies (“**JVGroup Companies**” defined as including only JV Europe, Sachtleben,Finnish HoldCo, Kemira TiO2, JV US, Sachtleben Corp, Kemira Inc. and Maybrook,Sachtleben Trading (Shanghai) Company Limited, each a “**JV Group Company**”) as well as JV Europe’sdirect and indirect subsidiaries and shareholdings; and

####  

#### (b)                                 with respect to the JV Group Companies shall exclude Rockwood Holdings,Rockwood, Rockwood Germany and Kemira and their Affiliates.

 

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# ** **

# **2.**                                       TRANSACTION FRAMEWORK

# ** **

## 2.1                                 Structure of the Joint Venture

##  

2.1.1        Subject to the termsand conditions of this Agreement, in particular the conditions precedent setforth in section 6, the Parties agree on JV Europe and JV USbeing the jointly operated joint venture companies (collectively, the “**Joint Venture**”) and, in order to establishthe Joint Venture, the Parties have agreed that, pursuant to the terms andconditions of a certain Share and Asset Purchase and Transfer Agreement (the “**Implementation Agreement**”) signed on thedate hereof:

####  

#### (a)                                  Rockwood Germany shall transfer 39per cent of the issued and outstanding shares of JV Europe to Kemira;

####  

#### (b)                                 Rockwood Germany shall transfer 100 per cent of the issued and outstanding shares of Sachtleben to JV Europe;

####  

#### (c)                                  Kemirashall transfer the 100 per cent of the issued and outstanding shares of KemiraTiO2 to Finnish HoldCo (the wholly owned subsidiary of JV Europe);

####  

#### (d)                                 Kemirashall transfer or cause the transfer of the Kemira Oberhausen Assets (as defined in theImplementation Agreement) to JV Europe;

####  

#### (e)                                  additionally,with respect to the joint venture in the United States

####  

##### (i)            Rockwood shall transfer the 100 per cent of the issued and outstandingshares of Sachtleben Corp and Kemira shall transfer 100 per cent of the issuedand outstanding shares of Kemira Inc. to JV US,

#####  

##### (ii)                                  inexchange for

#####  

###### (1)           Rockwood receiving limited liability company interest of JV USrepresenting 61 per cent of the total issued and outstanding limited liabilitycompany interest; and

######  

###### (2)           Kemira receiving a combination of limited liability company interest ofJV US representing 39 per cent of the total issued and outstanding limitedliability company interest and an Intercompany Receivable in a principal amountof app. EUR 6,400,000.00 against JV US (as set out in section 3.4.5 of theImplementation Agreement).

 

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### 2.1.2        The Joint Venture shall be governed by acertain Shareholders’ and Joint Venture Agreement (the “**JV Agreement**”) signed on the date hereof and theStatutes (as defined in the JV Agreement).

###  

### 2.1.3                        Following the completion of theTransaction, but subject to any adjustment agreed among the Parties,

###  

#### (a)                                  Rockwood Germany shall hold 61 percent of the registered share capital of JV Europe and the issued andoutstanding shares of JV US; and

####  

#### (b)                                 Kemira shall hold 39 per cent of theregistered share capital of JV Europe and the issued and outstandingshares of JV US

####  

#### (such allocation ofshares, the “**Shareholding Split**”).

####  

## 2.2                                 Intercompany Receivables

##  

### 2.2.1                        The Parties estimate that on thedate hereof:

###  

#### (a)                                  Rockwood Germany has intercompanyreceivables against JV Europe in the total amount of app.EUR 325,000,000.00; and

####  

#### (b)                                 Kemira has Intercompany Receivablesagainst Kemira TiO2 in the total amount of app. EUR 51,700,000.00;

####  

#### (c)                                  Kemira has Intercompany Receivablesin the USD equivalent of app. EUR 600,000.00 against Kemira Inc.

####  

(these Intercompany Receivablesas well as all Intercompany Receivables evolving until the Closing Date againstthe JV Group Companies, each an “**ExistingIntercompany Receivable**” and collectively, the “**Existing Intercompany Receivables**”).

 

#### (d)                                 Kemira TiO2 shall further beentitled to declare an amount of EUR 2,100,000.00 as dividend to Kemira (the “**Kemira Dividend**”), which shall not be paidin cash, but shall increase the Existing Intercompany Receivables of Kemira.

 

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###  

### 2.2.2                        Subject to (*aufschiebend bedingt*) to the Closingoccurring:

###  

#### (a)           Rockwood Germany hereby waives (and procuresthat its Affiliates waive) the amount of any Existing Intercompany Receivablesthat exceed EUR 183,000,000.00;

####  

#### (b)                                 Kemira hereby waives (and procurethat its Affiliates waive)

####  

##### (i)            any amounts of Existing Intercompany Receivablesagainst JV Europe and its direct and indirect subsidiaries exceeding EUR110,000,000.00; as well as

#####  

##### (ii)           any amounts of Existing Intercompany Receivablewithin the meaning of section 2.2.1(c) that exceed EUR 7,000,000.00(established by reference to the exchange rate used by Kemira forconverting  Intercompany Receivables forits accounting);

 

but provided that, (x) ifthe aggregate of (i) and (ii) before such waiver amounted to no morethan EUR 117,000,000.00 but a waiver would have to be effected under either (i) or(ii) then no waiver shall be effected under this section 2.2.2(b), and (y) ifthe waivers contemplated under (i) and (ii) would reduce the totalamount of Existing Intercompany Receivables to less than EUR 117,000,000.00,then the waiver under this section 2.2.2(b) shall only relate to an amountthat reduces the total amount to EUR 117,000,000.00 (first waiving any ExistingIntercompany Receivables against Kemira Inc. and its subsidiaries that exceedEUR 7,000,000.00 and then waiving all remaining amounts proportionally), butprovided in case of each (x) and (y) the Parties shall amend thesettlement of the purchase price and payments into the capital reservespursuant to the Implementation Agreement in a way that arrives at or preservesthe Existing Intercompany Receivables at the level of EUR 117,000,000.00 in theaggregate.

###  

### 2.2.3        At the Closing, pursuant to section 3 of theImplementation Agreement, the purchase prices will be settled and certaincontributions into the capital reserves in a way that establish (or in the caseof Rockwood Germany’s Intercompany Receivables, preserve) the followingIntercompany Receivables (as set out in section 3.5 of the ImplementationAgreement):

###  

#### (a)                                  RockwoodGermany’s Intercompany Receivables will consist of

####  

##### (i)            an Intercompany Receivable in theamount of EUR 183,000,000.00 (being the result of a waiver of the exceedingpart of the Existing Intercompany Receivable under this Agreement); and

#####  

##### (ii)                                  the Subordinated Note in the amountof EUR 2,900,000.00;

 

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#### (b)                                 Kemira’s Intercompany Receivableswill total EUR 117,000,000.00; of which

####  

##### (i)                                     EUR 7,000,000.00 will be against JVUS and Kemira Inc.; and

#####  

##### (ii)           the remaining EUR 110,000,000.00 willcomprise of (x) the Existing Intercompany Receivablesof Kemira against Kemira TiO2 immediately after the Closing; and (y) theremaining fraction of the Sachtleben Share Transfer Receivable against FinnishHoldCo retained by Kemira as it is going to be determined pursuant tosection 3.4.3 of the Implementation Agreement;

#####  

#### (c)                                  JVEurope’s intercompany receivables will amount to a total of EUR 0.00 (inwords: zero) as a result of the transaction pursuant to section 3.4.3 of theImplementation Agreement and the JV Europe Share Transfer Receivable (asdefined in the Implementation Agreement) having been settled in cash.

####  

Neither Kemira, Rockwood Germanynor any of their respective Affiliates shall after consummation of the Closinghave any other Intercompany Receivables against any JV Group Company and shallwaive or procure that their Affiliates waive any such receivables.

##  

## 2.3                                 Minimum Cash Level

##  

### 2.3.1                        Immediately prior to the Closing,

###  

#### (a)                                  Kemira TiO2 and Kemira Inc. as wellas their subsidiaries shall have a minimum amount of cash and cash equivalents(“**Cash**”) in the amount of EUR550,000.00; and

####  

#### (b)                                 Sachtleben and its consolidateddirect and indirect subsidiaries shall have a minimum of Cash in the amount ofEUR 1,311,000.00.

####  

2.3.2        To the extent theamount of Cash at Closing at either Kemira TiO2 or Sachtleben falls short ofthe levels set out in section 2.3.1, then as soon as practicable after theClosing having occurred Kemira or Rockwood, as the case may be, shall pay to JVEurope the shortfall on a Euro per Euro or as applicable Dollar per Dollarbasis.

 

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## 2.4                                 Covenant to Cooperate

##  

2.4.1        The Parties shallcooperate with each other in good faith and undertake to exercise their rightsas shareholders or in such other capacity, as the case may be, to the effectthat the transactions provided for herein and in the Implementation Agreementas well as any additional measures provided for in the step paper of Deloitte &Touche GmbH Wirtschaftsprüfungsgesellschaft dated 21 May 2008 attached tothis Agreement as **Annex 2.4.1**(the “**Structure Paper**”, butprovided that no Party may rely on the advice contained therein to a greaterextent than permitted (if at all) under the terms of the retainer agreed withDeloitte & Touche GmbH) are implemented as set forth therein andotherwise without undue delay.

 

2.4.2        In addition, theParties shall cooperate in good faith to establish the level of IntercompanyReceivables set out in section 2.2, and in the event that such level after theimplementation of the Transaction has not been achieved take all commerciallyreasonable steps to establish such level of Intercompany Receivables.

# ** **

# **3.**                                       CARVE-OUT OF THE ROCKWOOD WATER BUSINESS

# ** **

## 3.1           The Rockwood Water Business currently operatedby JV Europe and JV Europe’s direct and indirect subsidiaries MIWACMitteldeutsche Wasserchemie GmbH and Ekokemi GmbH will be carved out prior tothe Closing Date (the “**Water Business****Carve-Out**”), currently planned tobecome effective on 1 July 2008.

##  

## 3.2                                 Rockwood Germany and Sachtleben planto effect the Water Carve-Out and in particular implement the following:

##  

#### (a)                                  an asset deal in which Ekokemi GmbH,a direct subsidiary of Sachtleben, shall acquire assets including workingcapital (but not Cash) owned by Sachtleben relating to the Rockwood WaterBusiness;

####  

#### (b)                                 a share deal in which an indirectsubsidiary of Rockwood Germany, currently named iSiltec Innovative SiliconTechnologies GmbH and intended to be renamed into Sachtleben Wasserchemie GmbH,shall acquire all shares in Ekokemi GmbH as well as (direct and indirect)shareholdings in MIWAC Mitteldeutsche Wasserchemie GmbH and the purchase pricereceivable of Sachtleben resulting from lit.(a);

####  

#### (c)                                  implementation of service agreementsbetween Sachtleben and the carved-out Rockwood Water Business on the basis ofthe term sheets contained in **Annex 3.2**;

 

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#### (d)                                 the termination of the profit andloss equalisation agreement between JV Europe and MIWAC MitteldeutscheWasserchemie GmbH (the “**Downstream EnterpriseAgreement**”).

 

Rockwood Germany shall implementthe Water Carve-Out in close consultation with Kemira to the extent necessaryto achieve the effects under this section 3.2.

 

## 3.3           The Parties are in agreement that the Water BusinessCarve-Out shall occur in a way that is financially neutral for the JV GroupCompanies, i.e. the JV Group Companies shall, after Closing, be in the sameposition in which they would have been had the Rockwood Water Business not beenpart of Sachtleben and its direct and indirect subsidiaries. Without limitingthe generality of the foregoing, any positive net effects of the WaterCarve-Out occurring after the Effective Date as defined in the ImplementationAgreement shall only be offset against Rockwood Germany’s Existing IntercompanyReceivables.

##  

## 3.4           Rockwood Germany shall indemnify JV Europeand its Subsidiaries, and Rockwood shall indemnify JV US and its Subsidiaries,against any claims relating to or arising in connection with the Water BusinessCarve-Out and/or Rockwood’s Water Business. This shall apply similarly withrespect to any and all liabilities or obligations related to Rockwood’s WaterBusiness that are, for whatever reason, not transferred from JV Europe toRockwood or one of its direct or indirect Affiliates (other than the JV GroupCompanies) in the course of the Water Business Carve-Out.

##  

## 3.5           Rockwood shall procure that the Water BusinessCarve-Out is implemented as soon as reasonably practicable after the datehereof.

##  

# **4.**                                       TERMINATION OF THE UPSTREAM ENTERPRISE AGREEMENT

# ** **

4.1                                 Prior to the ClosingDate and subject to satisfaction of the conditions precedent set forth insections 6.2 the profit and loss equalisation agreement currently existingbetween JV Europe and Rockwood Germany (the “**Upstream****EnterpriseAgreement**”) will be terminated with effect as of the Closing Date.Following the implementation of the termination of the Upstream EnterpriseAgreement, Rockwood and Kemira shall change the fiscal year of JV Europeagain such that it shall end on December 31 of any given calendar year.The period between the Closing Date and December 31, 2008 shall be anotherstub-fiscal year.

 

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##  

## 4.2           The Parties are in agreement that thetermination of the Upstream Enterprise Agreement shall be financially neutralfor JV Europe and that Rockwood and JV Europe will treat each otherand put each other into such position (from an economical point of view) as ifthe Upstream Enterprise Agreement had already been terminated with effect as ofDecember 31, 2007, irrespective of if and when it is actually terminated.Rockwood Germany shall in particular indemnify and hold Kemira and/orJV Europe, as the case may be, harmless from and against all liabilities,losses and obligations and reimburse Kemira and/or JV Europe, as the casemay be, for all reasonable expenses incurred by Kemira and/or JV Europewhich relate to or arise out of the Upstream Enterprise Agreement to the extentit was in force after December 31, 2007. Notwithstanding the generality ofthe foregoing, the Parties agree on the following:

##  

## 4.3           As promptly as practicable but in any eventwithin two months after the Closing Date, JV Europe shall prepare anddeliver to the Parties financial statements of JV Europe as per the end ofthe stub fiscal year (i.e. for the time period from the Effective Date untilthe Closing Date) in accordance with German generally accepted accountingprinciples (*Grundsätze ordnungsgemäßerBuchführung*) as provided for in the German Commercial Code (*Handelsgesetzbuch*,*HGB*) consistently applied (the “**JV Europe Interim Financial Statements**”),provided that the JV Europe Interim Financial Statements shall be preparedonly to the extent and contain only such information which is required in orderto determine the amount of the profit or loss, as the case may be, ofJV Europe as per the end of the stub fiscal year which is decisive for thedetermination of Rockwood Germany’s profit transfer claim as per the end of thestub fiscal year (*Gewinnabführungsanspruch*)(the amount of any such claim, the “**ProfitAmount**”) or JV Europe’s obligation to cover losses as per theend of the stub fiscal year (*Verlustausgleichsanspruch*)(the amount of any such claim, the “**LossAmount**”), respectively, in each case in accordance with the termsand conditions of the Upstream Enterprise Agreement and otherwise in accordancewith applicable law. Rockwood shall assist and co-operate with JV Europein the preparation of the interim financial statements.

##  

4.4           Rockwood and Kemira shall procure that theshareholders’ meeting of JV Europe approves (*feststellen*) the JV Europe Interim Financial Statementswithin ten (10) Business Days following delivery of theJV Europe Interim Financial Statements to Rockwood and Kemira, unlesseither party disagrees with the JV Europe Interim Financial Statements inwhich case section 8.6 shall apply *mutatismutandis*.

 

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##  

## 4.5           Immediately after the Interim FinancialStatements have been approved and in any event in full compliance with theUpstream Enterprise Agreement

##  

#### (a)                                  if the JV Europe InterimFinancial Statements show a Profit Amount, then such Profit Amount shall bedischarged by an assignment to Rockwood Germanyof a corresponding fraction ofSachtleben’s receivable resulting from the Water Business Carve-Out;

####  

#### (b)                                 if the JV Europe InterimFinancial Statements show a Loss Amount, then such Loss Amount shall bedischarged by setting it off against a corresponding fraction of the ExistingIntercompany Receivables of Rockwood Germany against Sachtleben in the amount.

####  

4.6           In case the amounts against which the Profitand Loss Amounts are to be discharged against pursuant to section 4.5 areinsufficient, the Parties shall cooperate in good faith to implement the sameeconomic effect.

 

# **5.**                                       THIRD PARTY FINANCING

# ** **

## 5.1           The Rockwood Germany and Kemira have agreed aterm sheet and a mandate letter with SEB and Nordea for the external financingof JV Europe, Finnish HoldCo and Sachtleben in the total amount of EUR300,000,000.00 and a revolving facility of EUR 30,000,000.00 (the “**Refinancing**”).

##  

## 5.2           The Parties shall cooperate in good faith andmake commercially reasonable efforts to finalise the Refinancing atsubstantially the terms laid out in the mandate letter and the term sheet.

##  

## 5.3           The Refinancing shall be used to the extentpossible to repay the Intercompany Receivables at or as soon as practicableafter Closing.

##  

## 5.4           The Parties will discuss in good faith how tofund any commitment or other fees related to the Refinancing if and to theextent required. Kemira and Rockwood Germany will make available additionalfunds through shareholder loans to JV Europe to fund such fees. Any such loanshall be in addition to the Intercompany Receivables otherwise contemplated bythis Agreement.

##  

# **6.**                                       CONDITIONS PRECEDENT AND CLOSING

# ** **

## 6.1           The assignments of shares and transfer ofassets pursuant to the Implementation Agreement and the effectiveness (*Wirksamkeit*) of the JV Agreementshall be subject to the Closing (as defined below).

 

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6.2                                 Closingshall be subject to the conditions precedent set out in this section 6.2 havingbeen duly fulfilled or waived:

####  

#### (a)                                  the European Commission issuing adecision under Article 6(1)(b) or Article 8(1) of CouncilRegulation (EC) 139/2004 (the “**ECMR**”),or being deemed to have done so under Article 10(6) of the ECMR,declaring the Transaction compatible with the Common Market or, in the eventthat the European Commission decides pursuant to Article 9(3) ECMR orArticle 4(4) ECMR to refer the entire case or parts of the case tothe competent authority of the relevant member state, or in the event theEuropean Commission is deemed to have made such a decision pursuant to Article 9(5) ECMRor Article 4(4) subparagraph 4 ECMR, the Transaction being cleared bythe competent authority under the applicable national merger control provisionsor the Transaction being deemed to have been cleared under such national mergerprovisions;

####  

#### (b)                                 this Agreement not having beenrescinded by either Rockwood and/or Kemira in accordance with section 11;

 

#### (c)                                  in each case in accordance with therequirements set forth in this Agreement

####  

##### (i)            the stub fiscal year of JV Europe asrequired pursuant to the Water Business Carve-Out having been duly registeredin the applicable commercial register and the Upstream Enterprise Agreementhaving been duly terminated to the end of the aforementioned stub fiscal year;and

#####  

##### (ii)           the Water Business Carve-Out (including thetermination of the Downstream Enterprise Agreement) having been implemented.

#####  

#### (d)                                 The condition precedent undersection 6.2(c) may be waived in writing jointly by Rockwood Germany andKemira.

 

6.3           On the last day of the month which ends afterno less than five days on which banks in Frankfurt am Main, Germany, andHelsinki, Finland, are generally open for business (“**Business Days**”) after the last of the conditions precedentsset out in section 6.2 has been duly fulfilled or waived (or any other dayafter fulfilment of the conditions precedent mutually agreed), the Partiesshall meet in Frankfurt at Clifford Chance’s offices to complete theTransaction by signing a customary closing memorandum substantially in the formof **Annex 6.3**(the completionof the “**Closing**”, it beingunderstood that the Transaction completes at 24.00 hours of such day, the “**Closing Date**”).

 

6.4           If the conditions precedent pursuant to section6.2 have not occurred within 180 days following the date of this Agreement andunless otherwise agreed between Rockwood and Kemira in writing, this Agreement(including the Implementation Agreement and the 

 

19

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JV Agreement)shall lapse and cease to exist with the exception of this section 6.4 andsections 12 through 17, which shall continue to remain in force.

 

6.5           As soon as practicable after the last conditionprecedent pursuant to section 6.2 has been fulfilled or duly waived, Kemira andRockwood Germany shall provide to each other their estimate of (i) thelevel of Cash that will be present at the Closing, (ii) the amount ofExisting Intercompany Receivables present at Closing, (iii) informationabout any Breaches of the No Leakage Provisions pursuant to the ImplementationAgreement that would require a Party to make a payment to a JV Group Companyand (iv) any material changes of the Oberhausen Assets pursuant to section4.1, last paragraph of the Implementation Agreement.

 

# **7.**                                       DUE DILIGENCE

# ** **

## 7.1           Rockwood and Kemira will conduct a confirmatorydue diligence of the respective other’s TiO2 Pigments Business following theexecution of this Agreement (the “**DueDiligence**”).

##  

## 7.2           Rockwood and Kemira shall be entitled toconduct or, as the case may be, finalise the Due Diligence for a period of no morethan four weeks following the execution of this Agreement, including, withoutlimitation, matters such as

##  

#### (a)                                  the verification of the FinancialInformation and Valuation;

####  

#### (b)                                 the sales organisation;

####  

#### (c)                                  human resources including pensionobligations and labour relations;

####  

#### (d)                                 the environmental conditionsapplying including environmental permits;

####  

#### (e)                                  the documentation underlying theacquisition of JV Europe by Rockwood Germany;

####  

#### (f)                                    the provision of electricity andrelated arrangements; and

####  

#### (g)                                 intellectual property.

####  

7.3           The Parties shall continuously cooperate ingood faith and provide each other with all information reasonably required toconduct and complete the Due Diligence. If and to the extent information isreasonably required to be reviewed to conduct and complete the Due Diligence byeither Rockwood and/or Kemira and such information must be kept confidentialdue to applicable cartel laws or is deemed to be confidential by the Partycontrolling such information, the review by the respective other Party shall bepermissible on a “lawyer to lawyer” basis, provided that lawyers may forward tothe auditors the information required under section 7.2(a), whereby any reportby a Party’s lawyer to its client shall be made without disclosure of any commerciallysensitive information specified by the disclosing Party

 

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(e.g.no reporting on pricing arrangements of customer and supply agreements or withregard to salaries et al).

 

# **8.**                                      Adjustmentof the Shareholding Split

# ** **

8.1                                The Parties havenegotiated the Shareholding Split on the basis of an equity value calculationof the two TiO2 Pigments Businesses as further specified in the FinancialInformation and Valuation in **Annex 1.5**.The calculation is based on the average EBITDA of the years 2004 through 2010,multiplied with a factor of 6, from which certain agreed net debt items as per31 December 2007are deducted. The relation of the resulting equity valueswas 38.4 per cent (Kemira) to 61.6 per cent (Rockwood) (the “**Equity Value Split**”). Using the EquityValue Split and the Financial Information and Valuation as a basis, the Partieshave negotiated the Shareholding Split, i.e. 39 per cent (Kemira) and 61 percent (Rockwood).

 

8.2                                As part of the DueDiligence, Rockwood and Kemira intend to verify the assumptions underlying theEquity Value Split that led to the negotiated Shareholding Split. Based on anyand all facts that the Parties discover in the Due Diligence that affect theEBITDA of one of the years 2004 to 2010 or the net debt (each calculated withthe methods used in the Financial Information and Valuation consistentlyapplied), the Equity Value Split shall be recalculated with the financialimpact of any and all such facts considered as further set out in the samplecalculation attached as **Annex 8.2**.The Parties shall notify each other of any items they consider to affect theEquity Value Split until six weeks after they have concluded Due Diligence.

 

8.3                                If and to the extentthe Equity Value Split calculated pursuant to section 8.2, differs by 1per cent or more from the Equity Value Split pursuant to section 8.1, thenthe Shareholding Split shall be adjusted upon request by either Party by thesame percentage points in 0.1 per cent increments (rounded up or down) providedthat a *de minimis* per individualitem or series of related items of EUR 1,000,000.00 shall apply for purposes ofthe adjustment of the Shareholding Split.

 

8.4                                To the extent theShareholding Split is adjusted pursuant to this section 8, the ImplementationAgreement and the JV Agreement as well as all such other agreementsentered into in connection with these agreements that relate to the JointVenture shall be amended accordingly with regard to the adjusted ShareholdingSplit; and the Parties shall make or receive all such declarations and take allsuch actions which are required to implement such amendments.

 

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8.5                                Section 11 of thisAgreement remains unaffected. If and to the extent that any circumstances orfacts lead to an adjustment of the Shareholding Split pursuant to thissection 8, they shall be disregarded with respect to any further rightsunder the Implementation Agreement (including under the Warranties (as definedin the Implementation Agreement)), even if such circumstances or facts wouldotherwise entitle any of the Parties to raise a claim under the ImplementationAgreement (i.e. no “double counting”).

 

8.6                                If and to the extentRockwood and Kemira are unable to agree on the adjustment of the ShareholdingSplit in accordance with this section 8, and if such disagreement cannot be resolvedwithin a period of ten weeks following the execution of this Agreement, thequestion whether and, if so, to what extent the Shareholding Split is to beadjusted in accordance with this section 8, shall be finally determined, uponRockwood’s and/or Kemira’s request, with binding effects on the Parties, byErnst & Young AG WirtschaftsprüfungsgesellschaftSteuerberatungsgesellschaft, Frankfurt am Main, or its legal successor (“**E&Y**”), acting as an independent expert(*Schiedsgutachter*) pursuant tosections 317 to 319 German Civil Code (*BGB*).If E&Y refuses to act asindependent expert, and if Rockwood and Kemira cannot agree upon anotherindependent expert within ten (10) Business Days after E&Y’s refusalto the requesting party, the independent expert shall be appointed, uponrequest of either Rockwood or Kemira, by the German Institute of CharteredAccountants or its legal successor (*Institutder Wirtschaftsprüfer*, “**IDW**”).Rockwood and/or Kemira shall be entitled to mandate E&Y or such otherindependent expert as determined by IDW on the basis of the instruction letterattached as **Annex 8.6**. The expertproceedings shall be deemed started on the day on which either Rockwood orKemira receives a request by the other Party to conduct the expert proceedings.The final decision (*Schiedsgutachten*) of the expert must not be above or below thefigures asserted by the Parties for the Shareholding Split. If, for whateverreason, no expert has been appointed (i.e. accepted the mandate) within four months after one Party’s requestto conduct expert proceedings, any dispute on the adjustment of theShareholding Split in accordance with section 8 may be referred to arbitration pursuant to section 15.9.

 

8.7                                Once the independent expert has accepted themandate, the expert proceedings shall be conducted in accordance with the termsof this Agreement, in particular with the instructions set out inAnnex 8.6, and in line with any modification agreed by the Parties inwriting,****and the decision (*Schiedsgutachten*) on the adjustment of theShareholder Split shall be rendered and served on Rockwood and Kemira.

 

# **9.**                                      RegulatoryApproval

# ** **

## 9.1                                Rockwood and Kemira shall jointlyfile for the approval of the Transaction by the European Commission as well asany other filings with, or notifications to, any governmental authority

##  

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##  

## required inconnection with the Transaction (“**RegulatoryApproval**”) as soon as reasonably practicable following the executionof this Agreement. Rockwood and Kemira shall ensure that such filings forRegulatory Approval will be made without undue delay. Any filings made byeither Rockwood or Kemira shall require the prior consent of the other Partywhich shall not be unreasonably withheld, conditioned or delayed.

##  

## 9.2                                In order to obtain RegulatoryApproval, the Parties shall:

##  

#### (a)                                  at their own expense use allreasonable endeavours to ensure that the Regulatory Approval is obtained assoon as reasonably practicable following the execution of this Agreement andwithout any condition or obligations being attached thereto;

####  

#### (b)                                 supply to any competent authority aspromptly as practicable any additional information requested pursuant to anyapplicable laws and take all other procedural actions required in order toobtain any necessary clearance or to cause any applicable waiting periods tocommence and expire. For the avoidance of doubt, under no circumstances shallthis include the disposal of any shareholdings, participations or interests orsimilar transactions;

####  

#### (c)                                  consult with each other, to theextent reasonably practicable in advance, in relation to all communications(whether written or oral, and whether direct or via agents, consultants andadvisers) with all relevant authorities in respect of the filings or approvals,especially the Regulatory Approvals, or any other third party who is requiredto be consulted, in relation to the implementation of the Transaction;

####  

#### (d)                                 promptly provide each other upondispatch or receipt (as the case may be) with copies of any writtencommunication received or sent (or written summaries of any non-writtencommunication) in connection with any proceeding, once any commerciallysensitive information has been redacted appropriately;

####  

(e)                                  regularly update eachother on the progress of obtaining approvals, consents modifications or waiversand promptly informing the other of the fulfilment of any obligation listed inthis section 9.2;

 

(f)                                    consult fully with eachother (and each other’s advisors) as to how best to present at any meeting thecase for unconditional clearance of the Transaction as soon as reasonablypracticable in advance of any meeting requested by any relevant authority inrespect of the filings or approvals;

 

(g)                                 cooperate with eachother in any consultation process undertaken by any relevant authority inrespect of the filings or approvals;

 

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#### (h)                               give each other and each Party’srespective advisers the opportunity to participate in all meetings andconferences with any authority competent in respect of the filings orapprovals;

####  

#### (i)                                   discuss and consult with each otherwith regard to responding to any adverse reaction to the Transaction fromcompetitors, customers or any other party and give the other Parties theopportunity to comment on any proposed response before it is made; and

####  

#### (j)                                   cooperate with one another in goodfaith, to the extent permitted by law, in order to fulfil each of theobligations listed in this section 9.2.

 

9.3                                Should anyof the Parties reasonably conclude that the Transaction as announced will notbe approved by the governmental agencies specified in section 9.1 withoutopening Phase II proceedings or similar, the Parties shall meet to discuss astrategy for presenting their case in such proceedings.

 

# **10.**                                Covenants

# ** **

## 10.1                          Pre-Closing Covenants

##  

10.1.1                 In theperiod between the date of this Agreement and the Closing Date and to theextent permitted by law, each of Rockwood and Kemira, in their capacity as(direct and indirect) shareholders of the JV Group Companies, undertake to useall reasonable efforts to ensure that, unless otherwise set out in **Annex 10.1.1** or explicitly set forth in theStructure Paper or this Agreement, the JV Agreement or the ImplementationAgreement and their respective Annexes, the JV Group Companies, as well asKemira’s Subsidiaries to the extent that these own or operate assets thatrelate to TiO2 Pigments Business (including the Oberhausen technology centre)

 

#### (a)                                  conduct their business in allmaterial respects in the ordinary course of business as conducted up until December 31,2007 and immediately prior to the execution of this Agreement and in line withpast practice;

####  

#### (b)                                 do not enter into or materiallyamend any collective bargaining or shop agreement or grant any material increasein the rates of pay or benefits or enter into any old age part-time agreements,any new employment benefit plan or make any material change in the employmentor severance terms for any of the current or former directors, officers andemployees;

####  

#### (c)                                  do not materially increase thenumber of individuals employed by them;

 

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####  

#### (d)                               do not hire or dismiss directors orother members of the management or renew or change agreements regarding thecompensation and pension arrangement of any of these;

####  

#### (e)                                maintain insurance protectionmaterial for the business as maintained immediately prior to the execution ofthis Agreement and in line with past practice (unless a prudent business manwould have procured additional insurance protection);

####  

#### (f)                                  do not declare, make or pay anydividends or distributions or repayment of any share capital;

####  

#### (g)                               do not amend any of theirconstitutional documents, issue, redeem or re-purchase any shares or agree uponsuch issuance, redemption or re-purchase or grant any option or encumbrance inrespect of or over shares or any such securities or enter into any enterpriseagreement within the meaning of section 291 et seq. German Stock CorporationAct (*AktG*) or any agreement witha similar effect;

####  

#### (h)                               do not consolidate with any otherperson/entity or execute any of the measures pursuant to the GermanTransformation Act (*UmwG*) oracquire a material amount of assets from any third party;

####  

#### (i)                                   do not acquire, sell, transfer,pledge or otherwise encumber any material asset including shares or otherparticipations in any subsidiary other than due to the Water BusinessCarve-Out;

####  

#### (j)                                   do not sell, acquire or rent anyreal estate or rights equivalent to real estate or encumber any real estate or rightsequivalent with charges;

####  

#### (k)                                do not conclude any agreement of thenature set out in **Annex 10.1.1(k) **(eacha “**Covenanted Agreement**”), orterminate or materially amend a Covenanted Agreement;

 

#### (l)                                   do not grant volume rebates,discounts to customers, factoring or sales of any receivables, in each caseoutside the ordinary course of business or inconsistent with past practice;

####  

#### (m)                             do not make or commit to make anycapital expenditures in excess of EUR 3,000,000.00 in each case or ofEUR 10,000,000.00 in the aggregate except pursuant to existing agreements,the current budget or otherwise in the ordinary course of business and in linewith past practice;

####  

#### (n)                               do not create, grant, issue, permitor extend the creation of an encumbrance, lien or

####  

25

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any other third-party right concerning any assets witha value in excess of EUR 250,000.00 but only in compliance with themandate letter;

 

#### (o)                               do not settle, waive or compromiseany material right or claim against third parties;

####  

#### (p)                               do not incur or repay any debtoutside the ordinary course of business as conducted immediately prior to theexecution of this Agreement and in line with past practice and the mandateletter;

####  

#### (q)                               do not grant donations to politicalparties, charities and similar institutions in excess of EUR 5,000 perinstance and EUR 20,000 in the aggregate;

####  

#### (r)                                  pay any management fees, monitoringfees, advisory fees, directors’ fees or other fees or compensation to Rockwoodand Kemira (or any of their respective other Affiliates), respectively, exceptin accordance with the ordinary course of business and in line with pastpractice;

####  

#### (s)                                (i) pay any fees, bonuses orexpenses to Rockwood and Kemira (or any of their respective other direct orindirect Affiliates), respectively, that are related to the Transaction, or (ii) enterinto any obligation to pay any fees, bonuses or expenses to Rockwood and Kemira(or any of their respective other direct or indirect Affiliates), respectively,by virtue of, or in connection with, the execution or consummation of thisAgreement;

####  

#### (t)                                  not change the total remunerationfor any group of employees (five or more) by more than 10 per cent or forindividual employees by more than EUR 10,000 p.a., or change the duration ornotice periods of employees of the Business.

####  

#### (u)                               not enter into, amend and/or prolongany agreements with parties in or for the ultimate delivery into (where this isknown) any of Syria, Cuba, Iran and North Korea that would require any JV GroupCompany to honour any obligations after the Closing;

####  

#### (v)                               do not enter into any agreementpursuant to which they become obliged to execute any of the above impermissibleacts; and

####  

#### (w)                             do not execute any measure thatwould constitute a breach of any of the Warranties as set out in theImplementation Agreement.

####  

10.1.2                 To theextent that in order to comply with the covenant set out in section 10.1.1(a),one of the other covenants in this section 10 or any other obligationunder this Agreement could not be complied with, the affected Party shallnotify such situation to Kemira or Rockwood, as

 

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applicable,which shall then without undue delay decide whether the Party (or itsAffiliate) shall comply with section 10.1.1(a) or the relevant otherobligation(s) or covenant(s). If such notification or decision by theother Party is either (i) not possible because of danger of materialdamage to such Party or the Joint Venture of because of an immediate need todecide or (ii) not permitted (e.g. because of anti-trust laws), then suchParty shall in good faith resolve such conflict by giving commerciallyreasonable priority to the interests of the Joint Venture.

 

## 10.2                          Existing Affiliate Agreements

##  

10.2.1                 The Parties agree that the agreements betweenJV Europe or JV US on the one hand and either Rockwood Germany orKemira (in each case including their respective Affiliates other than the JVGroup Companies) on the other hand set out in **Annex 10.2.1**shall, in the case of existing agreements, continue to be honoured byJV Europe and/or JV US or, if no agreement currently exists, shall beentered into.

 

### 10.2.2                 With effect as of the Closing Date,Kemira and Kemira TiO2 shall amend the existing supply agreement for ferroussulphate and

###  

#### (a)                                change its fixed term to expire on31 December 2015 without any unilateral option to prolong its term; forany time thereafter, the agreement may be terminated with 18 months notice;

####  

#### (b)                               to the extent required after areview has been made in good faith to reflect the requirements of both partiesand the realities of the production process (e.g. technical specifications);

####  

#### (c)                                clarify that drying shall beprovided at cost (no limit for maximum increase of prices per year).

####  

# **11.**                                RescissionRight

# ** **

## 11.1                          Rockwood and Kemira shall each havethe right to rescind this Agreement and thereby the Implementation Agreementand the JV Agreement by giving written notice (the “**Rescission Notice**”) to the other Party ifbetween the date hereof and the Closing Date

##  

#### (a)                                any change or effect or series ofchanges or effects that are materially adverse to the assets, business,operations, liabilities, results of operation or financial condition of theother Party’s TiO2 Pigments Business, taken as a whole, arises or is discovered,provided that in cases where any such adverse changes or effects already haveor are expected to have an assessable financial impact, they shall only beconsidered to be material if such financial impact exceeds or is expected toexceed

####  

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####  

#### EUR 25,000,000.00in the aggregate, including, but not limited to, the partial or completedestruction of assets material to the other Party’s TiO2 Pigments Business(irrespective of any compensation claims pursuant to applicable insurances)(each such change or effect, a “**MaterialAdverse Effect**”), provided, however, that

####  

##### (i)                                   anychanges that are generally applicable to the markets and market segments inwhich the TiO2 Pigments Businesses operate;

#####  

##### (ii)                                any changesthat are generally applicable as a result of general economic conditions in themarkets in which the TiO2 Pigments Businesses operate (e.g. change of currencyexchange or interest rates), or

#####  

##### (iii)                             anyconsequence, disruptions or other adverse effects on the TiO2 PigmentsBusinesses resulting from the entering into and the announcement of thisAgreement

#####  

##### shall be excluded from the determination of aMaterial Adverse Effect.

#####  

#### (b)                                 issues arise pursuant to which

####  

##### (i)                                   the valuation of the respective TiO2Pigments Business calculated using the methodology and principles set out inthe Financial Information and Valuation changes and, as a result, theShareholding Split with regard to a shareholder would need to be adjusted bymore than 4.00 per cent;

#####  

##### (ii)                                the Party wanting to adjust theShareholding Split has notified Kemira or Rockwood, as applicable, of suchrequest together with the desired change and the underlying reasons by no laterthan 10 Business Days after the period for Due Diligence pursuant to section7.2 has expired; and

 

##### (iii)                             in such case, Rockwood and Kemiracannot agree on an adjusted Shareholding Split within a period of 10 BusinessDays following receipt of the notice in 11.1(b)(ii) by Rockwood or Kemira,as applicable.

 

11.2                          The right torescind this Agreement by Rockwood and/or Kemira can only be executed until theearlier of (i) the last Business Day before the Closing Date and (ii) 10Business Days following the lapse of the 10 Business Day-period pursuant tosection 11.1(b)(iii), it being understood that the Rescission Notice must bereceived by the receiving Party within the 10 Business Day period.

 

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11.3                          If thisAgreement is duly rescinded by a Party, this Agreement shall lapse and cease toexist with the exception of this section 11.3 and sections 12 through 17 whichshall continue to remain in force.

 

# **12.**                               Joint andSeveral Liability

# ** **

The Parties agree that (i) Rockwood Holdings, Rockwood and Rockwood Germany on the one hand and (ii) Kemiraand Kemira Germany on the other hand shall be jointly and severally liable foreach and every obligation that either of these entities has under or inconnection with this Agreement.

 

# **13.**                                Confidentiality

# ** **

## 13.1                          The Parties shall keep secret the contents ofthis Agreement to the extent that (i) no statutory disclosure obligationsexist or (ii) Rockwood or Kemira, as applicable, has not consented to thedisclosure. The Parties shall also keep secret any information they havereceived about each other and about each other’s respective Affiliates sincethey started talks about the Joint Venture, to the extent that such informationis not available to the public or (except for information relating to eachParty’s own TiO2 Pigments Business) to the extent Rockwood and Kemira have notconsented to the disclosure of the information.

##  

13.2                          If and tothe extent disclosure or announcement of confidential matters referred to insection 13.1 is required by law or by any regulation, rule or anygovernmental or quasi governmental authority, such disclosure may be made bythe Party that is required to make such disclosure upon consultation of theother Parties.

 

13.3                          Notwithstandingsection 13.1, each Party may disclose the contents of this Agreement toany Affiliate.

 

13.4                          Any pressrelease or similar disclosure of any Party concerning the Transaction shallrequire the prior consent of Rockwood and Kemira, except for releases in themeaning of section 13.2.

 

# **14.**                                Costs

# ** **

All notary, court, registration or similar fees, real estate and othertransfer taxes, stamp duties and other public levies, as well as of the costsof any merger control proceedings or other governmental approvals or filingsconnected with the execution and implementation of this Agreement, including theadvisor costs set forth in **Annex 14**,shall be borne by Rockwood Germany and Kemira on a pro rata basis basedon the (adjusted) Shareholding Split. Beyond this, each Party shall bear itsown costs and taxes and the costs of its advisors.

 

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# **15.**                                Miscellaneous

# ** **

## 15.1                          With regardto financial statements, JV Europe and JV US, including their respectivedirect and indirect Subsidiaries, from time to time and as applicable, shall beconsolidated by Rockwood Holdings in accordance with US GAAP and by RockwoodGermany in accordance with IFRS or as otherwise deemed fit by Rockwood.

##  

## 15.2                          RockwoodGermany shall at all times be entitled to make for tax purposes and with regardto the Joint Venture any election under the laws of the United States ofAmerica required or deemed necessary by it or any of its Affiliates uponconsultation and approval of Kemira, such approval not to be unreasonablywithheld, and JV Europe and JV US shall implement any such election.

##  

## 15.3                          This Agreement,the JV Agreement, the Implementation Agreement and their Annexes, contain theentire agreement of the Parties with respect to the subject matter hereof. Anysupplements or amendments to or a termination of this Agreement, the JVAgreement and/or the Implementation Agreement, as well as any declarations tobe made hereunder or thereunder, shall be valid only if made in writing, or ifrequired by law, in due notarial form. This shall also apply to any change to,or cancellation of, this provision.

##  

15.4                          In case of anydiscrepancies between this Agreement, the Implementation Agreement, theJV Agreement and the Structure Paper, this Agreement shall prevail. Incase of any discrepancies between the Implementation Agreement and theJV Agreement on the one hand and the Structure Paper on the other hand,the Implementation Agreement and the JV Agreement shall prevail. In caseof any discrepancies between the Implementation Agreement and theJV Agreement, the Parties shall cooperate in good faith in order toresolve such discrepancies with view to what has been set forth in thisAgreement. If and to the extent the Parties cannot resolve such discrepancies,section 17 shall apply accordingly.

 

15.5                          No Party may assign orotherwise transfer any rights or claims under or in connection with thisAgreement to a third party without the prior written consent of the otherParties.

 

## 15.6                          Unless otherwise explicitly providedfor in this Agreement, neither this Agreement nor any provisions contained in this Agreement is intendedto confer any rights or remedies upon any person or entity other than theParties.

##  

## 15.7                          ThisAgreement shall be exclusively governed by the laws of the Federal Republic ofGermany. The English language version shall be determinative (even if a translationis made), provided that where German expressions are used in brackets, theGerman expression shall be determinative.

##  

## 15.8                          In thisAgreement:

##  

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####  

#### (a)                               anyGerman legal term for any action, remedy, method of judicial proceeding, legaldocument, legal status, court, official or any legal concept or thing shall, inrespect of any jurisdiction other than Germany, be deemed to include what mostclosely approximates in that jurisdiction to the German legal term and anyreference to any German statute shall be construed so as to include equivalentor analogous laws of any other jurisdiction; and

####  

#### (b)                               theheadings shall not affect the interpretation of this Agreement.

####  

## 15.9                     All disputes arising in connection with this Agreement or its validityshall be finally settled in accordance with Arbitration Rules of the InternationalChamber of Commercewithout recourse to the ordinary courts of law. The place of arbitration isFrankfurt am Main, Germany. The arbitral tribunal shall consist of threearbitrators. The language of the arbitral proceedings shall be English.

##  

## 15.10              Unless provided otherwise in this Agreement, all declarations (*Willenserklärungen*)**to be made or notices to be given by theParties pursuant to this Agreement shall be in writing in English and deliveredby hand, by courier or by fax to the person at the address set forth below, orsuch other address as may be designated by the respective Party to the otherParty in the same manner. A notification made by email in pdf-format shall beregarded as sufficient, provided that an identical notification in writing isdelivered by hand or by courier within two weeks after such email:

##  

#### (a)                                 Notifications to Rockwood Holdings andRockwood:

####  

Rockwood Specialties Group, Inc.

ThomasJ. Riordan, Senior Vice President, Law and Administration

100 Overlook Center

Princeton NJ 08540

USA

Facsimile: +1 (609) 514-8722

E-mail: TRiordan@rocksp.com

 

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####  

#### (b)                                 Notifications to Rockwood Germany:

####  

Rockwood Specialties Group GmbH

Udo Pinger

Königsberger Straße 1

60487 Frankfurt am Main

Germany

Facsimile: +49 (69) 7165-5693

E-mail: udo.pinger@rocksp.de

 

#### (c)                                  Notifications to Sachtleben:

####  

Sachtleben Chemie GmbH

Prof. Dr. Wolf-Dieter Griebler

Dr.-Rudolf-Sachtleben-Str. 4

47198Duisburg

Germany

Facsimile:+49 (2066) 22-3201

E-mail: w.d.griebler@sachtleben.de

 

#### (d)                                 Notifications to JV Europe and FinnishHoldCo:

####  

Sachtleben Chemie GmbH

Prof. Dr. Wolf-Dieter Griebler

Dr.-Rudolf-Sachtleben-Str. 4

47198 Duisburg

Germany

Facsimile:+49 (2066) 22-3201

E-mail: w.d.griebler@sachtleben.de

 

each with a copy to RockwoodGermany and Kemira

 

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####  

#### (e)                                  Notifications to JV US

####  

WhitePigments LLC

c/oRockwood Specialties Group, Inc.

ThomasJ. Riordan, Senior Vice President, Law and Administration

100 Overlook Center

Princeton NJ 08540

USA

Facsimile: +1 (609) 514-8722

E-mail: TRiordan@rocksp.com

 

#### (f)                                   Notifications to Kemira, Kemira TiO2 andKemira Inc.

####  

Hannu Virolainen, President Kemira SpecialityBusiness Area

KemiraOYJ

Porkkalankatu3

00180Helsinki

Finland

Facsimile: +358 - (0) 10 862 1068

Email: hannu.virolainen@kemira.com

 

#### (g)                                  Notificationsto Kemira Germany

####  

Hermann-Josef Frings, ManagingDirector

KemiraGermany GmbH

Marie-Curie-Straße10

51377Leverkusen

Germany

Facsimile:+49 - (0) 214 20690-250 Email: hermann-josef.frings@kemira.com

 

# **16.**                            Authorised Agent

# ** **

## 16.1                     Kemira and Kemira TiO2 hereby appoint the law firm of GleissLutz Hootz Hirsch Partnerschaftsgesellschaft von Rechtsanwälten,Steuerberatern, Frankfurt am Main/Germany as their agent for service of process(*Zustellungsbevollmächtigter*) forall legal proceedings arising out of or in connection with this Agreement. Thisappointment shall only terminate

##  

33

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##  

## upon theappointment of another agent for service of process domiciled in Germany,provided that the agent for service of process is an attorney admitted to theGerman bar*(in Deutschland zugelassenerRechtsanwalt*) and his appointment has been notified to and approvedin writing by Rockwood (which approval shall not be unreasonably withheld).Kemira and Kemira TiO2 shall upon the appointment of any new agent for serviceof process (as the case may be) issue to the agent a written power of attorney(*Vollmachtsurkunde*) and shallirrevocably instruct the agent to submit such deed in connection with anyservice of process under this Agreement. A certified copy of the power ofattorney shall be submitted to Rockwood.

##  

## 16.2                     RockwoodHoldings, Rockwood Germany, Rockwood, Sachtleben Corp and Finnish HoldCo hereby appoint the law firm ofClifford Chance LLP, Frankfurt am Main/Germany as their agentfor service of process (*Zustellungsbevollmächtigter*)for all legal proceedings arising out of or in connection with this Agreement.This appointment shall only terminate upon the appointment of another agent forservice of process domiciled in Germany, provided that the agent for service ofprocess is an attorney admitted to the German bar*(in Deutschland zugelassener Rechtsanwalt*) and hisappointment has been notified to and approved in writing by Kemira (whichapproval shall not be unreasonably withheld). Rockwood Holdings, Rockwood andRockwood Germany shall upon the appointment of any new agent for service ofprocess (as the case may be) issue to the agent a written power of attorney (*Vollmachtsurkunde*) and shall irrevocablyinstruct the agent to submit such deed in connection with any service ofprocess under this Agreement. A certified copy of the power of attorney shallbe submitted to Kemira.

# ** **

# **17.**                            SEVERABILITY

# ** **

Should any provision of this Agreement, or anyprovision incorporated into this Agreement in the future, be or become invalidor unenforceable, the validity or enforceability of the other provisions ofthis Agreement shall not be affected thereby. The invalid or unenforceableprovision shall be deemed to be substituted with retroactive effect by asuitable and equitable provision which, to the extent legally permissible,comes as close as possible to the intent and purpose of the invalid orunenforceable provision. The same shall apply: (i) if the Parties have,unintentionally, failed to address a certain matter in this Agreement (*Regelungslücke*); in which case a suitableand equitable provision shall be deemed to have been agreed upon withretroactive effect and which comes as close as possible to what the Parties, inthe light of the intent and purpose of this Agreement, would have agreed uponif they had considered the matter; or (ii) if any provision of thisAgreement is invalid because of the scope of any time period of performancestipulated herein; in which case a legally permissible 

 

34

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time period or performance shall be deemed tohave been agreed which comes as close as possible to the stipulated time periodor performance.

 

* * *

 

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|   | Rockwood  Holdings, Inc.                                         |                        |
|--------|-----------------------------------------------------------------------|-----------------------------|
|   |                                                                  |                        |
|   | BY:                                                                   | /s/  CLEMENS ALFRED ROLLMAN |   |
|   |                                                                  | Clemens  Alfred Rollman     |
|   | Rockwood  Specialties Group, Inc.                                |                        |
|   |                                                                  |                        |
|   | BY:                                                                   | /s/  CLEMENS ALFRED ROLLMAN |   |
|   |                                                                  | Clemens  Alfred Rollman     |
|   | Sachtleben  Corporation                                               |                        |
|   |                                                                  |                        |
|   | BY:                                                                   | /s/  CLEMENS ALFRED ROLLMAN |   |
|   |                                                                  | Clemens  Alfred Rollman     |
|   | Deukalion  Einhundertvierundzwanzigste Vermögensverwaltungs GmbH |
|   |                                                                  |                        |
|   | BY:                                                                   | /s/  CLEMENS ALFRED ROLLMAN |   |
|   |                                                                  | Clemens  Alfred Rollman     |
|   | White  Pigments Holdings Oy                                           |                        |
|   |                                                                  |                        |
|   | BY:                                                                   | /s/  CLEMENS ALFRED ROLLMAN |   |
|   |                                                                  | Clemens  Alfred Rollman     |
|   | White  Pigments LLC                                                   |                        |
|   |                                                                  |                        |
|   | BY:                                                                   | /s/  CLEMENS ALFRED ROLLMAN |   |
|   |                                                                  | Clemens  Alfred Rollman     |
|   | Kemira  Oyj                                                           |                        |
|   |                                                                  |                        |
|   | BY:                                                                   | /s/  VERENA HÜGEL      |   |
|   |                                                                  | Verena  Hügel          |
|   | Kemira  Pigments Oy                                                   |                        |
|   |                                                                  |                        |
|   | BY:                                                                   | /s/  VERENA HÜGEL      |   |
|   |                                                                  | Verena  Hügel          |
|        |                                                                       |                             |  |  |

 

 

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|   | Kemira  Germany GmbH             |                   |
|--------|----------------------------------|------------------------|
|   |                             |                   |
|   | BY:                              | /s/  VERENA HÜGEL |   |
|   |                             | Verena  Hügel     |   |
|   | Kemira Specialty Inc.            |                   |
|   |                             |                   |
|   | BY:                              | /s/  VERENA HÜGEL |   |
|   |                             | Verena  Hügel     |   |
|   | Rockwood  Specialties Group GmbH |                   |
|   |                             |                   |
|   | BY:                              | /s/  LEIF U. SCHRADER  |   |
|   |                             | Leif  U. Schrader      |   |
|   | Sachtleben  Chemie GmbH          |                   |
|   |                             |                   |
|   | BY:                              | /s/ LORENZO MATTHAEI   |   |
|   |                             | Lorenzo  Matthaei      |   |

 

 

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