**Exhibit 10.2**

 

ROCKWOOD SPECIALTIES GROUP, INC.

 

AND

 

KEMIRA OYJ

 

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SHAREHOLDERS’ AND JOINT VENTURE AGREEMENT 

REGARDING THE

TITANIUM DIOXIDE JOINT VENTURE

 

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**TABLE OF CONTENTS**

 
| 1.     | Preamble                                | 12     |
|--------|-----------------------------------------|--------|
|   |                                    |   |
| 2.     | Corporate Structure and statutes        | 13     |
|   |                                    |   |
| 3.     | Special Resolutions                     | 14     |
|   |                                    |   |
| 4.     | Supervisory Board                       | 19     |
|   |                                    |   |
| 5.     | Advisory Board                          | 20     |
|   |                                    |   |
| 6.     | Advisory Board Meetings and Resolutions | 21     |
|   |                                    |   |
| 7.     | Managing Directors                      | 23     |
|   |                                    |   |
| 8.     | Management of the Joint Venture         | 24     |
|   |                                    |   |
| 9.     | Affiliate Transactions                  | 24     |
|   |                                    |   |
| 10.    | Annual Accounts and Dividend Policy     | 24     |
|   |                                    |   |
| 11.    | Information Rights                      | 25     |
|   |                                    |   |
| 12.    | Proportionate Shareholdings             | 27     |
|   |                                    |   |
| 13.    | Disposal of Shares                      | 28     |
|   |                                    |   |
| 14.    | Trade Sale                              | 28     |
|   |                                    |   |
| 15.    | Initial Public Offering                 | 32     |
|   |                                    |   |
| 16.    | Transfers to Affiliates                 | 39     |
|   |                                    |   |
| 17.    | Pre-Emption Right                       | 40     |
|   |                                    |   |
| 18.    | Drag-Along Right                        | 41     |
|   |                                    |   |
| 19.    | Tag-Along Right                         | 42     |
|   |                                    |   |
| 20.    | Duration and Termination of the Company | 43     |

 

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| 21.    | Deadlock Provision          | 43     |
|--------|-----------------------------|--------|
|   |                        |   |
| 22.    | Non-Compete                 | 44     |
|   |                        |   |
| 23.    | Joint and Several Liability | 46     |
|   |                        |   |
| 24.    | Confidentiality             | 46     |
|   |                        |   |
| 25.    | Miscellaneous               | 47     |
|   |                        |   |
| 26.    | Authorised Agent            | 51     |
|   |                        |   |
| 27.    | Severability                | 51     |

 

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**DEFINITIONS**

 

In this Agreement

 
| “**Advisory Board**” and “**Advisory Boards**” | shall have the meaning given to it in section 5.1;          |
|--------------------------------------------------------------------|-------------------------------------------------------------|
|                                                               |                                                        |
| “**Advisory Board By-laws**”                             | shall have the meaning given to it in section 2.3(b);       |
|                                                               |                                                        |
| “**Affiliate**”                                          | shall have the meaning given to it in section 13.1(a);      |
|                                                               |                                                        |
| “**Affiliate Transaction**”                              | shall have the meaning given to it in section 3.2(g);  |
|                                                               |                                                        |
| “**Agreement**”                                          | shall mean this agreement;                                  |
|                                                               |                                                        |
| “**Annual Budget**”                                      | shall have the meaning given to it in section 8;            |
|                                                               |                                                        |
| “**Articles of Association**”                            | shall have the meaning given to it in section 2.3(a);       |
|                                                               |                                                        |
| “**Business Day**”                                       | shall have the meaning given to it in section 11.2(a);      |
|                                                               |                                                        |
| “**Closing**”                                            | shall have the meaning given to it in section 3.1;          |
|                                                               |                                                        |
| “**Delaware LLC Act**”                                   | shall have the meaning given to it in section 3.1;          |
|                                                               |                                                        |
| “**Drag-Along Notice**”                                  | shall have the meaning given to it in section 18.2;         |
|                                                               |                                                        |
| “**Drag-Along Right**”                                   | shall have the meaning given to it in section 18.1;         |
|                                                               |                                                        |
| “**Drag-Along Shareholder**”                             | shall have the meaning given to it in section 18.1;         |
|                                                               |                                                        |
| “**Dragged Shares**”                                     | shall have the meaning given to it in section 18.1;         |
|                                                               |                                                        |
| “**Dual Track Process**”                                 | shall have the meaning given to it in section 14.2(b)(i);   |
|                                                               |                                                        |
| “**Equity Securities**”                                  | shall have the meaning given to it in section 3.1(c);       |
|                                                               |                                                        |
| “**Exit Event**”                                         | shall have the meaning given to it in section 20.1;         |
|                                                               |                                                        |
| “**Final Offer**”                                        | shall have the meaning given to it in section 14.2(e); |

 

4

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| “**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;     |
|                                                                                       |                                                        |
| “**IFRS**”                                                                       | shall have the meaning given to it in section 3.2(e);  |
|                                                                                       |                                                        |
| “**IFRS Accounts**”                                                              | shall have the meaning given to it in section 11.1;    |
|                                                                                       |                                                        |
| “**Implementation Agreement**”                                                   | shall have the meaning given to it in section 1.3;          |
|                                                                                       |                                                        |
| “**Initial Period**”                                                             | shall have the meaning given to it in section 1.4;          |
|                                                                                       |                                                        |
| “**Initial Public Offering**”                                                    | shall have the meaning given to it in section 15.1;    |
|                                                                                       |                                                        |
| “**Investment Bank**”                                                            | shall have the meaning given to it in section 14.2(a); |
|                                                                                       |                                                        |
| “**Investment Bank Analysis**”                                                   | shall have the meaning given to it in section 14.2(a); |
|                                                                                       |                                                        |
| “**Joint Venture**”                                                              | shall have the meaning given to it in section 1.4;          |
|                                                                                       |                                                        |
| “**Joint Venture Accounts**”                                                     | shall have the meaning given to it in section 10.1;    |
|                                                                                       |                                                        |
| “**Joint Venture By-laws**”                                                      | shall have the meaning given to it in section 2.3(c);       |
|                                                                                       |                                                        |
| “**Joint Venture Company**”  and   “**Joint Venture Companies**”       | shall have the meaning given to it in section 3.1(c);       |
|                                                                                       |                                                        |
| “**Joint Venture Subsidiary**”  and   “**Joint Venture Subsidiaries**” | shall have the meaning given to it in section 2.2(c);       |
|                                                                                       |                                                        |
| “**JV Europe**”                                                                  | shall have the meaning given to it in the deed caption;     |
|                                                                                       |                                                        |
| “**JV US**”                                                                      | shall have the meaning given to it in the deed caption;     |
|                                                                                       |                                                        |
| “**Kemira**”                                                                     | shall have the meaning given to it in the deed caption;     |
|                                                                                       |                                                        |
| “**Kemira Advisory Board Members**”                                              | shall have the meaning given to it in section 5.3(b);       |
|                                                                                       |                                                        |
| “**Kemira Germany**”                                                             | shall have the meaning given to it in the deed caption;     |

 

5

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| “**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;     |
|                                                                     |                                                        |
| “**Lock-Up**”                                                  | shall have the meaning given to it in section 15.2(g); |
|                                                                     |                                                        |
| “**Management Board**” and   “**Management Boards**” | shall have the meaning given to it in section 7.1;          |
|                                                                     |                                                        |
| “**Master Agreement**”                                         | shall have the meaning given to it in section 1.3;          |
|                                                                     |                                                        |
| “**Non-Requesting Shareholder**”                               | shall have the meaning given to it in section 14.2;    |
|                                                                     |                                                        |
| “**Offer**”                                                    | shall have the meaning given to it in section 21.1;         |
|                                                                     |                                                        |
| “**Offer Notice**”                                             | shall have the meaning given to it in section 21.1;         |
|                                                                     |                                                        |
| “**Offeree**”                                                  | shall have the meaning given to it in section 21.1;         |
|                                                                     |                                                        |
| “**Offeror**”                                                  | shall have the meaning given to it in section 21.1;         |
|                                                                     |                                                        |
| “**Other Business**”                                           | Shall have the meaning given to it in section 22.4(a); |
|                                                                     |                                                        |
| “**Party**” and “**Parties**”                        | shall have the meaning given to them in the deed caption;   |
|                                                                     |                                                        |
| “**Price Range**”                                              | shall have the meaning given to it in section 14.2(a); |
|                                                                     |                                                        |
| “**Private Equity Funds**”                                     | shall have the meaning given to it in section 22.4(a); |
|                                                                     |                                                        |
| “**Prohibited Business**”                                      | shall have the meaning given to it in section 22.1;    |
|                                                                     |                                                        |
| “**Purchase Option**”                                          | shall have the meaning given to it in section 17.1;         |
|                                                                     |                                                        |
| “**Requesting Shareholder**”                                   | shall have the meaning given to it in section 14.2;    |
|                                                                     |                                                        |
| “**Restricted Management Matter**”                             | shall have the meaning given to it in section 3.2;          |
|                                                                     |                                                        |
| “**Rockwood**”                                                 | shall have the meaning given to it in the deed caption;     |

 

6

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| “**Rockwood Advisory Board Members**”              | shall have the meaning given to it in section 5.3(a);      |
|--------------------------------------------------------------|------------------------------------------------------------|
|                                                         |                                                       |
| “**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;    |
|                                                         |                                                       |
| “**Rockwood TiO2 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;    |
|                                                         |                                                       |
| “**Sale Period**”                                  | shall have the meaning given to it in section 17.2;        |
|                                                         |                                                       |
| “**Sales Process**”                                | shall have the meaning given to it in section 14.2;   |
|                                                         |                                                       |
| “**Sales Process Request**”                        | shall have the meaning given to it in section 14.2;   |
|                                                         |                                                       |
| “**SEC**”                                          | shall have the meaning given to it in section 15.2(c)      |
|                                                         |                                                       |
| “**Securities Act**”                               | shall have the meaning given to it in section 3.1(d); |
|                                                         |                                                       |
| “**Selling Shareholder**”                          | shall have the meaning given to it in section 17.1;        |
|                                                         |                                                       |
| “**Shareholder**” and “**Shareholders**” | shall have the meaning given to them in section 2.2;       |
|                                                         |                                                       |
| “**Shares**” and “**Share**”             | shall have the meaning given to them in section 2.2;       |
|                                                         |                                                       |
| “**Special Majority Matter**”                      | shall have the meaning given to it in section 3.1;         |
|                                                         |                                                       |
| “**Statutes**”                                     | shall have the meaning given to it in section 2.3;         |
|                                                         |                                                       |
| “**Structure Paper**”                              | shall have the meaning given to it in section 3.1(f);      |
|                                                         |                                                       |
| “**Tag-Along Notice**”                             | shall have the meaning given to it in section 19.1;        |

 

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| “**Tag-Along Right**”                                                          | shall have the meaning given to it in section 19.1;            |
|------------------------------------------------------------------------------------------|----------------------------------------------------------------|
|                                                                                     |                                                           |
| “**Tagged Shares**”                                                            | shall have the meaning given to it in section 19.1;            |
|                                                                                     |                                                           |
| “**TiO2 Pigments Business**”****and   “**TiO2 Pigments Businesses**” | shall have the meaning given to it in section 1.1;        |
|                                                                                     |                                                           |
| “**Trade Sale**”                                                               | shall have the meaning given to it in section 14.1;       |
|                                                                                     |                                                           |
| “**Transaction**”                                                              | shall have the meaning given to it in section 1.3;        |
|                                                                                     |                                                           |
| “**Transfer**”                                                                 | shall have the meaning given to it in section 13.1;       |
|                                                                                     |                                                           |
| “**US GAAP**”                                                                  | shall have the meaning given to it in section 3.2(e); and |
|                                                                                     |                                                           |
| “**Violation**”                                                                | shall have the meaning given to it in section 15.3(a).    |

 

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**ANNEXES**

 
| **Annex 2.2(c)**  | Joint Venture Subsidiaries;                       |
|-------------------|---------------------------------------------------|
| ** **        |                                              |
| **Annex 2.3(a)**  | Articles of Association;                          |
| ** **        |                                              |
| **Annex 2.3(b)**  | Advisory Board By-laws;                           |
| ** **        |                                              |
| **Annex 2.3(c)**  | Joint Venture By-laws of JV Europe;               |
| ** **        |                                              |
| **Annex 3.1(k)**  | Instructions to accounting firm;                  |
| ** **        |                                              |
| **Annex 7.2**     | Initial Directors;                                |
| ** **        |                                              |
| **Annex 8**       | Content of Annual Budget;                         |
| ** **        |                                              |
| **Annex 11.2(a)** | Form of financial reporting package;         |
| ** **        |                                              |
| **Annex 21.1**    | Normalised EBITDA calculation method;             |
| ** **        |                                              |
| **Annex 21.2(b)** | Form of guarantee;                           |
| ** **        |                                              |
| **Annex 21.3**    | Form of Offer for acquisition of Shares; and |
| ** **        |                                              |
| **Annex 22.5(b)** | List of key employees.                            |

 

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**SHAREHOLDERS’ AND JOINT VENTURE AGREEMENT**

 

THIS AGREEMENT IS MADE ON 21 May 2008 BY AND AMONG

 

1.                                       RockwoodHoldings, Inc., 100 Overlook Center, Princeton, NJ 08540, USA

 

hereinafter referred to as “**RockwoodHoldings**”;

 

2.                                       RockwoodSpecialties Group, Inc., 100 Overlook Center, Princeton, NJ 08540, USA

 

hereinafter referred to as “**Rockwood**”;

 

3.                                       RockwoodSpecialties Group GmbH, Königsberger Straße 1, 60487 Frankfurt am Main,Germany, registered in the commercial register of the lower court of Frankfurtam Main under registration number HR B 5 79 24

 

hereinafter referred to as “**Rockwood Germany**”;

 

4.                                       SachtlebenChemie GmbH, Dr.-Rudolf Sachtleben-Straße 4, 47189 Duisburg, Germany,registered in the commercial register of the lower court of Duisburg underregistration number HR B 1 96 69

 

hereinafter referred to as “**Sachtleben**”;

 

5.                                       SachtlebenCorporation, a Delaware corporation with business address 140 Grand Street, Suite 400,White Plains, NY 10601, USA

 

hereinafter referred to as “**Sachtleben Corp**”;

 

6.                                       DeukalionEinhundertvierundzwanzigste Vermögensverwaltungs-GmbH, Königsberger Straße 1,60487 Frankfurt am Main, Germany, registered in the commercial register of thelower court of Frankfurt am Main under registration number HR B 8 05 60, to berenamed White Pigments Holding GmbH

 

hereinafter referred to as “**JV Europe**”;

 

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7.                                       WhitePigments Holding Oy, Finland, a limited liability company under establishment

 

hereinafter referred to as “**Finnish HoldCo**”;

 

8.                                       KemiraOyj, Porkkalankatu 3, FI-00180 Helsinki, Finland, with business identificationnumber 0109823-0

 

hereinafter referred to as “**Kemira**”;

 

9.                                       KemiraPigments Oy, Porkkalankatu 3, FI-00180 Helsinki, Finland, with businessidentification number 0948159-2

 

hereinafter referred to as “**Kemira TiO2**”;

 

10.                                 KemiraSpecialty Inc., USA, with its principal place of business at 151 VeteransDrive, Northvale, NJ 07647, USA

 

hereinafter referred to as “**Kemira Inc.**”;

 

11.                                 KemiraGermany GmbH, registered in the commercial register of the lower court ofCologne under registration number HRB 57319

 

hereinafter referred to as “**Kemira Germany**”;

 

and

 

12.                                 WhitePigments LLC, a Delaware limited liability company, 100 Overlook Center,Princeton, NJ 08540, USA

 

hereinafter referred to as “**JV US**”.

 

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

 

11

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**NOW IT IS HEREBY AGREED:**

 

# 1.             **PREAMBLE**

#  

## 1.1           Rockwoodand Kemira are both companies active in a variety of business fields in thespecialty chemicals sector. Both Parties are, amongst other businesses, engagedin the titanium dioxide business (i.e. the sale and manufacturing of titaniumdioxide 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 themanufacturing of polyaluminium chloride and polyaluminium nitrate-basedflocculants (collectively the “**Rockwood****WaterBusiness**”) as currently conducted by Sachtleben and Sachtleben Corp(Rockwood’s titanium dioxide business so defined, the “**Rockwood TiO2 Pigments Business**”); andKemira’s titanium dioxide business also includes sales and manufacturingof certain other than titanium dioxide based products and services to thecosmetics industry (the “**Kemira TiO2 PigmentsBusiness**”). The Rockwood TiO2 Pigments Business and the Kemira TiO2Pigments Business are each also referred to as a “**TiO2 Pigments Business**” and collectively as the “**TiO2 Pigments Businesses**”.

##  

## 1.2           In order to jointly pursue future businessopportunities in the field of the production and marketing of titanium dioxidepigments, Rockwood and Kemira have decided to combine their respective TiO2Pigments Business by forming a joint venture in the form of a newly establishedGerman limited liability company.

##  

## 1.3           On the date hereof, the Parties have enteredinto a certain Master Agreement (the “**MasterAgreement**”) setting out the structure and the transactions to beimplemented in order to establish such joint venture (such transactions, asthey are described in more detail in the Master Agreement, collectively the “**Transaction**”) as well as the contractualterms and conditions governing the joint venture. The Transaction will beimplemented mainly through a certain Agreement regarding the Implementation ofthe Titanium Dioxide Joint Venture which was also entered into on the datehereof (the “**Implementation Agreement**”).Capitalized terms used but not defined in this Agreement shall have the samemeaning as ascribed to such term in the Master Agreement and/or the ImplementationAgreement, as the case may be.

 

## 1.4           Unless otherwise agreed, JV Europe and JV US(collectively, the “**Joint Venture**”)shall be jointly operated at least until 1 January 2011 (the “**Initial Period**”).

 

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# 2.             **CORPORATE STRUCTURE AND STATUTES**

#  

## 2.1           JVEurope is a newly established German limited liability company which, followingthe consummation of the Transaction, has a registered share capital in theamount of EUR 25,000 (in words: Euro twenty-five thousand). JV US is aDelaware limited liability company, which following the consummation of theTransaction, will have two members, Rockwood and Kemira.

##  

## 2.2           Following the consummation of the Transaction,

##  

#### (a)           RockwoodGermany will hold shares in JV Europe in the amount of EUR 15,250 (inwords: Euro fifteen thousand two hundred fifty) equaling 61 per cent of thetotal registered share capital of JV Europe; and Kemira will hold shares in JVEurope in the amount of EUR 9,750 (in words: Euro nine thousand sevenhundred fifty) equaling 39 per cent of the total registered share capital of JVEurope;

####  

#### (b)           Rockwood will hold limited liability companyinterests of JV US equaling 61 per cent of the total issued and outstandinglimited liability company interests of JV US; and Kemira will hold limitedliability company interests of JV US equaling 39 per cent of the totalissued and outstanding limited liability company interests of JV US; and

####  

#### (c)           the Joint Venture will own the TiO2 PigmentsBusinesses including the shares (held directly and indirectly) in the entitiesas set out in **Annex 2.2(c) **(each,a “**Joint Venture Subsidiary**” andcollectively the “**Joint Venture Subsidiaries**”).

 

Rockwood, Rockwood Germany  andKemira are also referred to as each a “**Shareholder**”and collectively the “**Shareholders**”,and the shares in JV Europe and the limited liability company interests of JVUS from time to time are also referred to as the “**Shares**” and each a “**Share**”.

 

## 2.3           TheParties shall, to the extent this is required and within their respectivecorporate or limited liability company powers to do so, amend and restate, ineach case in their entirety, the following statutes of JV Europe and JV USas soon as reasonably practicable after the date hereof but in any event priorto and with effect from the Closing Date:

##  

#### (a)           the articles of association of JV Europesubstantially as set out in **Annex 2.3(a) **andthe limited liability company agreement of JV US, which shall (i) to theextent legally possible, implement the terms of this Agreement, includingcreation of an Advisory Board (as defined below) and (ii) provide for thetreatment of JV US as a corporation for US tax purposes (collectively, the “**Articles of Association**”);

 

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#### (b)           the by-laws of the Advisory Board (as definedbelow) of JV Europe, substantially as set out in **Annex 2.3(b)** (the“Advisory **Board By-laws**”); and

 

#### (c)           the by-laws of the Management Board (as definedbelow) of JV Europe substantially as set out in **Annex 2.3(c) **(the “**JointVenture By-laws**”)

 

(collectively, and together withthe certificate of formation of JV US, the “**Statutes**”)or otherwise cause the Statutes to be in the forms substantially set forth inAnnexes 2.3(a), 2.3(b) and 2.3(c).

 

Following the Closing, the Parties shall in good faith agree on thefinal wording of the Statutes (if either Party requests amendments thereto) inorder to properly reflect the provisions of this Agreement, the MasterAgreement and the Implementation Agreement.

 

## 2.4           To the extent there is a conflict between theStatutes and this Agreement, this Agreement shall, to the extent permitted byapplicable law, prevail. Each Shareholder shall vote its Shares and shall takeall such other actions that may be necessary to ensure that the Statutesfacilitate and do not at any time conflict with, any provision of thisAgreement. The foregoing shall apply *mutatismutandis* with regard to the articles of association, certificates offormation, certificates of incorporation, by-laws, partnership agreements,limited liability company agreements or other statutes of the Joint VentureSubsidiaries.

##  

# 3.             **SPECIAL RESOLUTIONS**

#  

## 3.1           Withoutprejudice to unanimous consent or majority requirements under applicable law,including German law or the Delaware Limited Liability Company Act (the “**Delaware LLC Act**”), and notwithstandinganything to the contrary contained in this Agreement and/or the Statutes, JVEurope, JV US and the Shareholders agree that following the closing of theTransaction (the “**Closing**”) eachof the following actions (including, but not limited to, any action orresolution of a shareholders’ or members’ meeting, the management or any othercorporate or limited liability company body) shall require the prioraffirmative approval of all shareholders or members of JV Europe or JV US, asthe case may be (each, a “**Special MajorityMatter**”):

##  

| (a)    |   | any changes of the Statutes, including any  change to the corporate or limited liability company purpose of the Joint  Venture; |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                            |
| (b)    |   | any transfer, disposal, pledge or  encumbrance of Shares;                                                                       |

 

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#### (c)                                  any (i) issuance or re-issuance fromtreasury of any equity securities or other ownership interests or rights toacquire, or securities or other interests convertible or exchangeable for,equity securities or other ownership interests (collectively, “**Equity Securities**”) of JV Europe, JV US orany Joint Venture Subsidiary (each a “**JointVenture Company**” and collectively the “**Joint Venture Companies**”); or (ii) transfer of any EquitySecurities by any Joint Venture Company (other than to another Joint VentureCompany);

####  

#### (d)                                 (i) the registration of any of the EquitySecurities of a Joint Venture Company under the Securities Act of 1933, asamended (the “**Securities Act**”); or(ii) application for admission or listing of any Equity Securities on astock exchange;

####  

#### (e)                                  any redemption, re-purchase or otheracquisition by any Joint Venture Company of Equity Securities issued by anyJoint Venture Company, except for Equity Securities of the Joint VentureSubsidiaries to the extent they are redeemed, re-purchased or acquired byanother Joint Venture Company;

####  

#### (f)                                    any capital decreases or reorganizations of anyJoint Venture Company, including without limitation, in-kind contributions,de-mergers either by split-up, spin-off or hive-down, mergers or conversionswithin the meaning of section 1 of the German Reorganization Act (*Umwandlungsgesetz; UmwG*), or any othertransactions that have a similar effect, except where such reorganization (i) isprovided for in the Master Agreement or the step paper of Deloitte &Touche GmbH Wirtschaftsprüfungsgesellschaft dated 21 May 2008 (the “**Structure Paper**”); or (ii) involvessolely Joint Venture Companies and would not entail any material disadvantagefor the Shareholders (including tax disadvantages);

####  

#### (g)                                 the approval, commitment or making by any JointVenture Company (except in favour of another Joint Venture Company) of anydividends (in cash or in kind) except where such dividend distribution isprovided by this Agreement or the Master Agreement;

####  

#### (h)                                 except as provided for in the Master Agreementor the Structure Paper, any conclusion of enterprise agreements (*Unternehmensverträge*) (includingdomination or profit and loss transfer agreements) within the meaning ofsection 291, 292 of the German Stock Corporation Act (*Aktiengesetz, AktG*) or similar agreements(such as silent partnership agreements or profit-related loan agreements) byany Joint Venture Company, except for agreements with another Joint VentureCompany;

 

15

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#### (i)                                       (i) any liquidation, dissolution,commencement of bankruptcy, or similar proceedings with respect to any Joint VentureCompany, or the admission in writing by any Joint Venture Company of itsbankruptcy, insolvency or general inability to pay debts as they become due; (ii) theappointment of any liquidator and the dismissal of any liquidator; and (iii) theadoption of any liquidation balance sheet, the liquidation financial statementsas well as the discharge of the liquidators, except in each case as required byapplicable law;

####  

#### (j)                                     any resolution, commitment or agreement thatwould require the Shareholders to make an investment in, or loan to, any JointVenture Company;

####  

#### (k)                                  adoption of the audited annual accounts and theapportionment of the net income of JV Europe and JV US for each fiscal year,except where otherwise is provided for in this Agreement, provided that

####  

(i)            if the respective shareholders cannot reach an agreementwith regard to the audited annual accounts within a period of four weeksfollowing the shareholders’ or members’ meeting in which such matter wassubmitted for approval, the audited annual accounts of JV Europe and JV US forthe respective fiscal year shall be finally determined with, absent manifesterrors, binding effect upon the Parties by a reputable accounting firm actingas an independent expert and in line with the instructions set out in **Annex 3.1(k)**. If the Shareholders cannotagree on the independent expert within an additional period of five weeksfollowing the shareholders’ or members’ meeting in which such matter wassubmitted for approval or the mutually agreed independent expert refuses to actas such, the independent expert shall be appointed, upon request of eitherRockwood or Kemira, by the German Institute of Chartered Accountants (*Institut der Wirtschaftsprüfer – IDW*); and

 

(ii)           if Rockwood and Kemira cannot reach anagreement with regard to the apportionment of the net income for a specificfiscal year, section 10.3 shall apply;

 

#### (l)            anymaterial change of the long-term business strategy of either, JV Europe or JVUS compared to the long term business strategy in place for the TiO2 PigmentsBusinesses at the date hereof or, if such long term strategy was subsequentlyamended pursuant to an agreement amongst the Shareholders, the long termbusiness strategy in place after such amendment except with regard to

 

16

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##### (i)            the production, marketing and sale of titaniumdioxide pigments,

#####  

##### (ii)           the production, marketing and sale of productsof the Functional Additives Business (except for the introduction of newproduct lines that can be expected to negatively affect the short or long termprofitability of the Joint Venture in a material manner); and

#####  

##### (iii)          the disposal, sale and processing ofby-products of titanium dioxide (including copperas and filter salts) or of theFunctional Additive Business; and

#####  

#### (m)          theappointment and removal of one (1) managing director of JV Europe or one (1) memberof the Management Board of JV US, it being understood that such approval rightshall only have the effect that of all of the managing directors ofJV Europe and of all of the members of the Management Board  of JV US appointed at any given time, atleast one (1) managing director of JV Europe and one (1) memberof the Management Board of  JV US atall times have been appointed with the approval of Kemira, it being understoodthat the initial managing directors and members of the Management Board JV USas set out in this Agreement are deemed to be approved by Kemira.

####  

## 3.2           Withoutprejudice to unanimous consent or majority requirements under applicable lawsincluding German law and the Delaware LLC Act, and notwithstanding anything tothe contrary contained in this Agreement and/or the Statutes, JV Europe, JV USand the Shareholders agree that following the Closing each of the followingactions (including, but not limited to, any action or resolution of a shareholders’or members’ meeting, the management or any other corporate or limited liabilitycompany body) shall require the prior affirmative approval of the AdvisoryBoard of JV Europe or JV US, as the case may be, including the prioraffirmative approval of the Advisory Board members designated by Rockwood andKemira (each, a “**Restricted Management Matter**”):

##  

#### (a)           any capital expenditure with a value in excessof EUR 10,000,000 in an individual case unless such measure is requireddue to the replacement or maintenance of assets or pursuant to applicable law;

####  

#### (b)           any acquisition by a Joint Venture Company witha value in excess of EUR 10,000,000 in the individual case;

####  

#### (c)           anysale, disposal or lease of

 

17

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##### (i)            any material part of the TiO2 PigmentsBusinesses (irrespective of whether at fair market value or not); or

#####  

###### (ii)           any assets

######  

###### (1)           with a fair market value in excess ofEUR 10,000,000 in an individual case or, with view to all previous sales,disposals or leases of assets by the Joint Venture in any given fiscal year,and

######  

###### (2)           irrespective of their fair market value, ifsuch sale, disposal or lease would cause the aggregate fair market value of allassets sold, disposed of or leased in such fiscal year to exceedEUR 10,000,000;

######  

#### (d)           anyincurrence of or the entering into any agreement that would permit theincurrence of financial debt of the Joint Ventures resulting in a breach ofapplicable financial covenants under the credit facilities pursuant to whichthe Joint Venture borrows monies from financial institutions.

####  

#### (e)           any material amendment of or deviation from theaccounting principles and policies to be applied by a Joint Venture Company inaccordance with this Agreement, except where such amendment or deviation, asthe case may be is required due to a change in applicable law and/orInternational Financial Reporting Standards (“**IFRS**”)or US Generally Accepted Accounting Principles (“**US GAAP**”), as the case may be, or requiredor otherwise reasonably advisable in connection with the consolidation of aJoint Venture Company by Rockwood and Rockwood’s direct or indirect parents;

####  

#### (f)            the termination or settlement by any JointVenture Company of any material litigation with a value in excess ofEUR 5,000,000;

####  

#### (g)           any agreement of the Joint Venture Companieswith either Kemira or Rockwood or any of their respective Affiliates (asdefined below) with a value in excess of EUR 250,000, except for

####  

##### (i)            agreements between two Joint Venture Companies;and

#####  

##### (ii)           agreements for purchase and supplies on termsand conditions no less favorable to the Joint Venture Companies than could havebeen obtained on an arms’ length basis

 

18

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##### (each such transaction, an “**Affiliate Transaction**”); and

#####  

#### (h)           anyagreement or commitment to effect any of the foregoing matters.

####  

## 3.3           TheShareholders undertake to procure that no Special Majority Matters nor anyRestricted Management Matters will be implemented by any of the Joint VentureCompanies following the Closing without the prior affirmative approval ofKemira and Rockwood or the members appointed by them to the Advisory Boards, asthe case may be, irrespective of the corporate or limited liability companybody which has to decide on such action pursuant to applicable law.

##  

## 3.4           Therights of a Shareholder contained in this section 3 shall, except whereotherwise is mandated by applicable law, terminate for such Shareholder at suchtime as the relevant Shareholder’s combined direct and indirect ownershipinterests in the Joint Venture (including shares, limited liability companyinterests and other ownership interests held by Affiliates of the relevantShareholder) has fallen below 20 per cent.

 

# 4.             **SUPERVISORY BOARD**

#  

## 4.1           Sachtlebenhas currently and, following the implementation of the Transaction, willcontinue to have a statutory supervisory board (*Aufsichtsrat*) pursuant to the German One Third ParticipationAct (*Drittelbeteiligungsgesetz*).The shareholders’ representatives for the supervisory board will be elected bySachtleben’s shareholders’ meeting in accordance with statutory law, providedthat Kemira shall be entitled if it so wishes to designate one of suchshareholders’ representatives to be elected by the shareholders’ meeting ofSachtleben, provided, however, that section 3.4 shall apply with regard toKemira’s right. Pursuant to Sachtleben’s articles of association, the statutorysupervisory board has only information but no consent rights with regard to thedealings of Sachtleben, except where such rights are given under mandatory law,in which case the representatives of the Shareholders shall, to the extentpermissible cast their votes in accordance with the terms of this Agreement.

 

## 4.2           Exceptto the extent otherwise is mandated by applicable law, no supervisory boardshall be established at the level of JV Europe. If and to the extentapplicable law requires the establishment of a supervisory board at the levelof JV Europe, such supervisory board shall be established in addition toand not instead of the Advisory Board and the Shareholders shall take all suchactions including making amendments of the Articles of Association ofJV Europe in order to establish such supervisory board, provided that theyshall ensure, to the extent legally permissible, that the establishment of suchsupervisory board does not affect or amend the corporate 

 

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## governanceprinciples and the allocation of rights and obligations under this Agreement (includingits Annexes). The Shareholders shall further vote their Shares inJV Europe such that Rockwood and Kemira are always represented on suchsupervisory board of JV Europe (taking into consideration that a certainnumber of seats on such supervisory board will be reserved for employeerepresentatives) in the same proportion as they are represented on theSupervisory Board as provided for under section 4.1.

 

# 5.             **ADVISORY BOARD**

#  

## 5.1           Followingthe Closing, JV Europe and JV US shall each have an advisory board (each suchboard, an “**Advisory Board**” andcollectively the “**Advisory Boards**”).Each of the Advisory Boards shall be a body that solely represents theShareholders and their interests (i.e. the Advisory Boards shall not be a bodyrepresenting the best interest of the enterprise (*Unternehmensinteresse*) but a body representing the bestinterests of the Shareholders). Correspondingly, subject to requirements undermandatory applicable law, the individuals serving on the Advisory Boards shallbe entitled to act solely in the best interest of the Shareholder theyrepresent.

##  

## 5.2           The Advisory Boards shall have those powersassigned to them by this Agreement and the relevant Articles of Association.The internal organization of the Advisory Board, the procedures and formalitiesto be complied with by the Advisory Boards shall be those set forth in thisAgreement and the relevant Statutes.

##  

## 5.3           The Advisory Boards shall each consist of atotal of five members including the chairman (*Vorsitzenderdes Beirates*). Of the five advisory board members of each AdvisoryBoard:

##  

#### (a)                                  Rockwood shall be entitled to designate threemembers including the chairman (the “**RockwoodAdvisory Board Members**”), and to demand the removal of any or all ofthe Rockwood Advisory Board Members; and

####  

#### (b)                                 Kemira shall be entitled to designate twomembers (the “**Kemira Advisory Board Members**”),and to demand the removal of any or all of the Kemira Advisory Board Members;

####  

provided that the composition of the Advisory Board of JV Europe shallat all times be identical to the composition of the Advisory Board of JV US andthe Shareholders shall procure that if a certain individual is either appointedto an Advisory Board or ceases to be a member of an Advisory Board, acorresponding change shall be made to the respective other Advisory Boardwithout undue delay.

 

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## 5.4           Theinitial Advisory Boards of JV Europe and JV US shall each consist of thefollowing members:

##  

#### (a)           SeifiGhasemi, as chairman, Robert J. Zatta and Thomas J. Riordan as the RockwoodAdvisory Board Members; and

####  

#### (b)           Matti Lapinleimu and Hannu Virolainen as theKemira Advisory Board Members.

####  

## 5.5           Membersof the Advisory Boards are appointed and removed by shareholders’ or members’resolution of JV Europe or JV US, as the case may be. Each Shareholder isobliged to promptly vote in a shareholders’ or members’ meeting of JV Europe orJV US, as the case may be, upon the appointment and the removal of the otherShareholders’ designees in accordance with sections 5.3 and 5.4 and as notifiedin writing by such other Shareholder.

 

## 5.6           Otherthan the customary reimbursement of out-of pocket expenses, members of theAdvisory Board shall not be entitled to any kind of remuneration.

 

## 5.7           Therights of a Shareholder contained in this section 5 shall terminate forsuch Shareholder at such time as the relevant Shareholder’s combined direct andindirect ownership interests in the Joint Venture (including shares, limitedliability company interests and other ownership interests held by Affiliates ofthe relevant Shareholder) has fallen below 20 per cent.

 

# 6.             **ADVISORY BOARD MEETINGS AND RESOLUTIONS**

#  

## 6.1           Followingthe Closing, the Advisory Boards shall meet on a regular basis, at least fourtimes each calendar year to discuss all matters of JV Europe and JV US,respectively, provided that the Advisory Board of JV Europe shall also discussall matters that affect the Joint Venture as a whole. The meetings of theAdvisory Boards take place either at JV Europe’s or JV US’ respective principalplace of business, or, if all members of the Advisory Boards agree, elsewhereor by way of telephone or video-conferencing or by way of a combination ofthese options. To the extent possible and practicable with view to the agendaof the relevant meetings, the meetings of the Advisory Board of JV Europe andthe meetings of the Advisory Board of JV US shall always occur on one and thesame day and in one and the same place. A meeting of an Advisory Board shall beconvened if it is necessary pursuant to this Agreement, the law or JV Europe’sor JV US’ respective Statutes and if a convocation appears otherwise necessaryin the interests of JV Europe or JV US, or if a member of the Advisory Boardrequires that such meeting be convened, stating the purpose.

 

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## 6.2                                 A meeting of an Advisory Board is convened byits chairman or, if he or she refuses to convene such meeting in spite of arelevant request or has not done so within one week after the receipt of suchrequest, by any other member of the relevant Advisory Board requiring themeeting to be convened, by registered letter, e-mail or facsimile to the othermembers of the Advisory Board, accompanied by the agenda. The notice period forconvening a meeting of an Advisory Board is at least two weeks and commences onthe day the invitation is being dispatched. Compliance with periods of noticeand formalities of convening the meeting and the notification of the agenda canbe waived if all members of the relevant Advisory Board agree to this.

##  

## 6.3                                 A meeting of an Advisory Board has a quorumonly if at least four members of the Advisory Board are duly represented insuch meeting. Absent of such quorum, a new meeting shall be convened inaccordance with the terms set forth in this section 6. This second meeting hasa quorum for the items of the agenda for the meeting in which the absence of aquorum became evident, regardless of how many members of the relevant AdvisoryBoard are represented, provided that this was expressly stated in the newinvitation.

##  

## 6.4                                 The chairman of an Advisory Board or in hisabsence, the longest-serving member of the relevant Advisory Board, establishesthat the meeting has a quorum and decides on the voting procedure.

##  

## 6.5                                 Written minutes of the resolutions of themeetings of an Advisory Board shall be prepared, signed by the chairman, a copyof which shall be sent to each member. Evidence that the invitation to themeeting was sent out timely shall be kept safely with JV Europe’s companybooks.

##  

## 6.6                                 To the extent resolutions need not be passed inan Advisory Board meeting, they can be passed outside a formal meeting if allmembers of the relevant Advisory Board declare their agreement to the proposedvoting procedure or participate in the voting. The chairman of the relevantAdvisory Board initiates the passing of a resolution, stating the subjectmatter, the proposed resolution, the voting procedure and the time-limit forvoting. A memorandum on the subject-matter, procedure and result of the votingshall be prepared, signed by the chairman and a copy of which shall be sent toeach member of the relevant Advisory Board.

##  

## 6.7                                 The Advisory Boards shall in particular beresponsible for deciding upon Restricted Management Matters and all such othermanagement matters that require the prior consent of the Advisory Boardspursuant to the Statutes. Subject to applicable law, following the Closing theManagement Board of the relevant entity shall obtain the relevant AdvisoryBoard’s consent prior to executing any of the Restricted Management Matters, unlesscompliance with this 

 

22

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## requirement will, in therelevant Management Board’s prudent forecast, cause serious harm to JV Europeor JV US, as the case may be, and/or the relevant Joint Venture Subsidiaries inwhich case a ratification of the relevant Restricted Management Matter by therelevant Advisory Board shall be sought by the relevant Management Board.

##  

## 6.8                                 Resolutions of the Advisory Board shallgenerally be passed with simple majority of the members of the Advisory Board,provided that resolutions regarding a Restricted Management Matter (or aSpecial Majority Matter if such matter requires a decision of an AdvisoryBoard) shall require an unanimous vote of the respective Advisory Board. Itsresolutions can only be challenged by an action within one month following theday the relevant resolution was passed.

##  

# 7.                                       **MANAGING DIRECTORS**

#  

## 7.1                                 JV Europe shall, on a day to day basis, bemanaged by its board of directors which shall consist of at least two managingdirectors (*Geschäftsführer*),while  JV US shall, on a day to day basis, be managed by its board ofdirectors which shall also consist of at least two directors (each such board,a “**Management Board**” andcollectively the “**Management Boards**”).Individuals serving on the Management Board of JV Europe may (but are notrequired to) be at the same time a member of the Management Board of JV US and *vice versa*.

##  

7.2                                 The Management Boards of JV Europe and JV USshall as of the Closing be composed as set out in **Annex 7.2**. Members of the Management Boards shall,subject to section 3.1(m), be appointed and removed by shareholders’ or members’resolution of JV Europe or JV US, as the case may be.

 

7.3                                 The CEO of the Joint Venture shall, unless theShareholders decide otherwise

 

#### (a)                                  be a member of the Management Board of JVEurope; and

####  

#### (b)                                 may be a member of the Management Board ofJV US.

####  

## 7.4                                 JV Europe and JV US shall each be representedby the joint signature of two members of the respective Management Board or,with respect to JV Europe, by the signature of one member of the ManagementBoard of JV Europe together with the holder of a registered power of attorney (*Prokurist*) or, with respect to JV US, bythe signature of one or more officers of JV US with approval of the ManagingBoard of JV US.

##  

7.5                                 The requirements as to the composition of theManagement Boards contained in this section 7 

 

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shall terminate at such time as one of theShareholders’ combined direct and indirect ownership interests in the JointVenture (including shares, limited liability company interests or otherownership interests held by Affiliates of the relevant Shareholder) has fallenbelow 20 per cent.

 

# 8.                                       **MANAGEMENT OF THE JOINT VENTURE**

#  

Following the Closing, the Joint Ventureshall be managed in compliance with this Agreement, the respective Statutes andthe annual business plan adopted by the Advisory Board (the “**Annual Budget**”) and otherwise in accordancewith applicable laws. The Annual Budget set out in **Annex 8** will be based on a budget presentation whichshall include financial information (profit and loss statement, balance sheet,capital expenditures and cash flow). Further, the Parties undertake that theywill cooperate in the running of the Joint Venture’s business to the effectthat the business of the Joint Venture, including its subsidiaries from time totime, shall be conducted and managed for the benefit of all Shareholders withthe aim to maximize value and profits and in line with applicable laws and bestbusiness practice.

 

# 9.                                       **AFFILIATE TRANSACTIONS**

#  

## Following the Closing, JVEurope and JV US shall regularly account for all payments (including fees andcost reimbursements) of any kind made by the Joint Venture Companies under anyAffiliate Transaction. For the avoidance of doubt, it is hereby set forth thatthe foregoing sentence shall apply irrespective of whether such agreement orarrangement (i) has already been in place at the date hereof or is enteredinto after the date hereof; or (ii) was approved by the relevant AdvisoryBoard.

##  

# 10.                                 **ANNUAL ACCOUNTS AND DIVIDENDPOLICY**

#  

## 10.1         Following the Closing, JV Europe and JV USshall, in addition to what may be required under applicable law, prepare theirannual accounts (stand alone and consolidated) and quarterly accountingreports, in each case in accordance with the accounting standards then appliedby Rockwood Holdings (currently US GAAP) (collectively, the “**Joint Venture Accounts**”).

##  

## 10.2         The annual accounts of JV Europe and JV US and, to the extent requiredby applicable law, the Joint Venture Subsidiaries, shall be audited by Deloitteor any other independent auditor of international standing designated byRockwood and the Shareholders agree to take all such actions and make all suchdeclarations including the voting of their Shares in JV Europe and JV USas is required in order to appoint or cause the appointment of such independentauditor of the relevant entity.

 

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## 10.3         JV Europe and JV US shall always distribute any net income shown in therelevant audited annual accounts as adopted by the relevant shareholders’ ormembers’ meeting, unless the Shareholders resolve otherwise or a distributionappears inappropriate with a view to (i) JV Europe’s and JV US’ liquidityposition and (ii) the terms and conditions of the documentation underlyingthe third party financing as described in section 2.4 of the Master Agreement.

##  

# 11.                                 **INFORMATION RIGHTS**

#  

## 11.1         Following the Closing, Rockwood and Kemirashall, and shall cause the Joint Venture Companies to, fully cooperate witheach other in order to establish general procedures that will enable Kemira andthe Joint Venture Companies to translate the Joint Venture Accounts into IFRS accountsand reports to the extent this is required to enable Kemira to comply with itsreporting requirements, as applicable from time to time, in a timely manner(collectively, the “**IFRS Accounts**”).Following the establishment of such general procedures, Rockwood and Kemirashall cooperate with each other, and shall cause the Joint Venture Companiesto, fully cooperate with Kemira and provide Kemira with all such informationthat is required for Kemira to translate the Joint Venture Accounts as theybecome available into the respective IFRS Accounts.

##  

## 11.2         The Joint Venture Companies shall deliver to each Shareholder, as longas such Shareholder’s combined direct and indirect ownership interests in theJoint Venture (including shares, limited liability company interests and otherownership interests held by Affiliates of the relevant Shareholder) is equal toor greater than 20 per cent,

##  

#### (a)                                  by no later than on the 6th day on which banksin Frankfurt am Main, Germany, are generally open for business (a “**Business Day**”) of a calendar month afinancial reporting package in the format set out in **Annex 11.2(a) **for the respective preceding month;and

####  

#### (b)                                 promptly upon becoming available, copies of allsuch additional financial statements, reports, notices and budgets sent or madeavailable generally by the Joint Venture Companies to either Shareholders, andsuch additional information regarding the financial position or business of theJoint Venture as each such Shareholder may reasonably request.

##  

## 11.3         Without limiting the foregoing informationrights, with respect to each Shareholder and for as long as such Shareholder’scombined direct and indirect ownership interests in the Joint Venture(including shares, limited liability company interests and other ownership interestsheld by 

 

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## Affiliates ofthe relevant Shareholder) is equal to or greater than 20 per cent, theJoint Venture shall:

##  

#### (a)                                  make appropriate officers and directors as wellas other members of the management of each of the Joint Venture Companiesavailable periodically and at such times as reasonably requested by suchShareholder for consultation with such Shareholder or its designatedrepresentative with respect to matters relating to the business and affairs ofthe Joint Venture Companies, including, without limitation, significant changesin management personnel and compensation of employees, introduction of newproducts or new lines of business, important acquisitions or dispositions ofplants and equipment, significant research and development programs, thepurchasing or selling of important trademarks, licenses or concessions or theproposed commencement or compromise of significant litigation;

####  

#### (b)                                 to the extent consistent with applicable law,inform each Shareholder or its designated representative in advance withrespect to any significant corporate actions, including, without limitation,dividends, mergers, acquisitions or dispositions of assets, issuances ofsignificant amounts of debt or equity, and to provide such Shareholder or itsdesignated representative with the right to consult with each of the JointVenture Companies with respect to such actions;

####  

#### (c)                                  to the extent consistent with applicable law,afford each Shareholder or its designated representative the right to visit andinspect any of the offices and properties of the Joint Venture Companies andinspect and copy the books and records of the Joint Venture Companies, at suchtimes as the Shareholder or its designated representative shall reasonablyrequest;

####  

#### (d)                                 undertake towards each other to share allinformation they or any of their respective Affiliates receive from theManagement Boards or otherwise from the Joint Venture Companies immediatelyamongst each other. JV Europe and JV US shall ensure that all Shareholdersreceive any information which has been delivered or disclosed to a certainShareholder by any of the Joint Venture Companies. This shall not apply if andto the extent such information only relates to the receiving Shareholder or is,in the reasonable opinion of the Management Board, of minor importance.

####  

## 11.4         Each Shareholder shall be entitled, at its ownexpense, to review the services rendered by and have access to the workproducts of the auditor of JV Europe and JV US, provided that such 

 

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## review andaccess shall not materially delay or otherwise materially interfere with theauditor’s services. Each Shareholder shall in addition be entitled, at its ownexpense, to appoint a special auditor (*Sonderprüfer*).With regard to the special auditor’s rights and obligations, sections 144 and145 para 1 to 3 German Stock Corporation Act (*AktG*)shall, with the exemption of the extension of the special auditor’s rightstowards a shareholder of a Shareholder, apply analogously. The Shareholderappointing the special auditor shall instruct the special auditor to grant theother Shareholder access to any and all of its work products in the same extentmade available to the appointing Shareholder.

##  

11.5         For the avoidance of doubt, it is hereby set forth that the informationrights contained in this section 11 shall be in addition to any otherinformation rights the Shareholders may have under applicable law, the Statutesor otherwise.

 

# 12.                                 **PROPORTIONATE SHAREHOLDINGS**

#  

## Notwithstanding anything to thecontrary contained herein or elsewhere, following the Closing

##  

#### (a)                                  each Shareholder’s percentage shareholding inJV Europe’s registered share capital must at all times be the same as such Shareholder’spercentage limited liability company interest in JV US;

####  

#### (b)                                 no Shareholder shall transfer any Shares inJV Europe to any transferee unless it transfers such amount of its limitedliability company interests in JV US together with such number of Sharesin JV Europe so that, following the consummation of any such transfer,both it as well as its transferee owns the same percentage in JV Europe’sregistered share capital and of the issued and outstanding limited liabilitycompany interests of JV US as they owned immediately prior to such transfer,provided that this shall apply similarly if a Shareholder transfers Shares inJV US with respect to such Shareholder’s Shares in JV Europe; and

####  

#### (c)                                  subject to section 3.1, neither JV Europe norJV US shall issue or sell any shares (or other units) of its Equity Securitiesunless both JV Europe and JV US issue or transfer such number of EquitySecurities in JV Europe and JV US so that, following the consummation of anysuch issuances and/or transfers, both Shareholders shall own the samepercentage in the registered share capital of JV Europe and of the issued andoutstanding limited liability company interests of JV US as they ownedimmediately prior to such issuances or transfers.

 

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# 13.                                 **DISPOSAL OF SHARES**

#  

## 13.1         Following the Closing, no Shareholder maytransfer, pledge, encumber or otherwise dispose of any Shares or any right,title or interest therein or thereto (including the granting of sub-participationsor so-called silent participations) (each such transaction, a “**Transfer**”) to any other person except forTransfers made by either Shareholder

##  

#### (a)                                  at any time after the date hereof to anaffiliate of such Shareholder within the meaning of section 15 et seq. AktG (an“**Affiliate**”) in accordance withsection 16;

 

#### (b)                                 at any time after the date hereof with theprior written consent of the other Shareholder;

 

#### (c)                                  at any time after the Initial Period in a TradeSale (as defined below) in accordance with section 14 or an Initial PublicOffering (as defined below) in accordance with section 14.2(b)(i) inconjunction with section 15.2; and

 

#### (d)                                 at any time after six months from thecompletion of the process set forth in section 14 and/or section 15,as the case may be (if such process has not led to a successful Trade Sale oran Initial Public Offering), in accordance with sections 17 through 19,

 

provided, however, that in each such casesuch Transfers are only permissible if made in accordance with section 12and further provided that the limitations on the rights and obligations of theShareholders to transfer their Shares including their rights and obligationsunder sections 17 through 19 shall terminate following a successfulInitial Public Offering.

 

## 13.2         Where a transfer of Shares pursuant to thisAgreement is permissible or unless agreed otherwise or as provided in section15.2 in connection with an Initial Public Offering, a Shareholder shalltransfer only its entire ownership interest in a Joint Venture Company (i.e., atransfer of less than all Shares held by a Shareholder (or its Affiliatetransferee) shall not be permitted).

 

# 14.                                 **TRADE SALE**

#  

## 14.1         Each Shareholder shall be entitled to propose,at any time after the expiry of the Initial Period, to the other Shareholder atrade sale of the entire Joint Venture to a third party (i.e., a transaction inwhich both Shareholders (or their respective Affiliate transferees) dispose oftheir entire interest in the Joint Venture either through a sale of all of theirrespective Shares, an asset deal in which the Joint Venture would effectivelysell all of its assets or any other transaction with a similar effect) (eachsuch transaction, a “**Trade Sale**”).If either Shareholder proposes a Trade 

 

28

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## Sale, theShareholders shall discuss such proposal in good faith, taking intoconsideration the overall economic environment, the proceeds that are likely toresult from such Trade Sale and all other circumstances that are, from thepoint of view of a prudent business person, relevant in such context. If theShareholders reach a mutual understanding to pursue a Trade Sale, they shallalso agree in good faith on the process to be followed in connection with suchTrade Sale, their common expectation as to the proceeds to be generated as aresult of such Trade Sale and whether both of them would undertake to waivetheir respective pre-emption rights as set forth in section 17 inconnection with such Trade Sale.

 

14.2         If the Shareholders cannot agree on whether to pursue a Trade Salewithin a time period of 30 Business Days after a Shareholder has made suchproposal, then each Shareholder (such Shareholder, the “**Requesting Shareholder**”) shall be entitled,within 20 Business Days following the expiry of such 30 Business-Days-period,to request (each such request, a “**SalesProcess Request**”) by sending a corresponding notice to the otherShareholder (such Shareholder, the “**Non-RequestingShareholder**”), the initiation of a sales process with the aim tocomplete a Trade Sale in the form of an auction to selected third parties (suchsales process, a “**Sales Process**”).Upon a Sales Process Request being made, the Parties shall proceed as follows:

 

#### (a)                                  The Shareholders shall jointly engage an investmentbank of international reputation to assist them in the Sales Process. If theShareholders cannot agree on such investment bank within 30 days following aSales Process Request, the investment bank shall be determined with bindingeffect upon the Shareholders by Ernst & Young, Germany, unless thelatter is, at such time, acting as an auditor of either Party in which caseanother of the *Big Four*internationalaccounting firms not being an auditor of either Party at that time shall decide(the investment bank so engaged, the “**InvestmentBank**”). If the Shareholders cannot agree on which other of the *Big Four*international accounting firmsnot being an auditor of either Party at that time shall determine theInvestment Bank within an additional period of one week following such 30day-period or the mutually agreed accounting firm refuses to act, such *Big Four*international accounting firmshall be appointed, upon request of either Rockwood or Kemira, by the GermanInstitute of Chartered Accountants. The Shareholders shall instruct theInvestment Bank to analyze in writing (i) the market environment for suchTrade Sale, potential purchasers of the Joint Venture (both financial andstrategic investors), potential issues to be considered in connection with a SalesProcess and the range of sales proceeds that could realistically be expectedfrom a Trade Sale in a Sales Process (such range of sales proceeds, the “**Price Range**”); and (ii) the viabilityof an Initial Public Offering and whether a process aimed 

 

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#### at suchInitial Public Offering should be run concurrently with, instead of or as analternative to a Sales Process. The Investment Bank shall be instructed to makesuch analysis available to the Shareholders within a time period not to exceed20 Business Days after its instruction to do so (the “**Investment Bank Analysis**”).

 

#### (b)                                 Following the receipt of the Investment BankAnalysis, the Shareholders shall discuss its contents and the recommendationscontained therein with the Investment Bank and amongst each other in good faithwith the aim to reach a mutual understanding whether to proceed (i) with aSales Process or, in case the Investment Bank has recommended an Initial PublicOffering (either instead of or as an alternative to a Sales Process) (ii) witha process aimed at an Initial Public Offering, provided that such process aimedat an Initial Public offering may either be conducted concurrently with orinstead of a Sales Process. Section 14.1, sentences 2 and 3 shall apply *mutatis mutandis*. If the Shareholderscannot mutually agree on whether to pursue or not to pursue a Sales Processand/or a process aimed at an Initial Public Offering within a time period of 30Business Days following the receipt by each Shareholder of the Investment BankAnalysis, then the Requesting Shareholder shall be entitled, within 5 BusinessDays following the expiry of such 30 Business-Days-period, to request bysending a corresponding notice to the Non-Requesting Shareholder that

 

(i)            if the Investment Bank has recommended in theInvestment Bank Analysis a process aimed at an Initial Public Offering pursuantto section 15.2, a process aimed at an Initial Public Offering shall beconducted (x) as a stand-alone process or (y) in addition to a SalesProcess (“**Dual Track Process**”).For the avoidance of doubt, a Dual Track Process may be requested by theRequesting Shareholder irrespective of whether the Investment Bank hasrecommended the Initial Public Offering be run concurrently with, instead of oras an alternative to a Sales Process, provided, however, that the RequestingShareholder will bear any additional costs incurred due to such Dual TrackProcess not recommended by the Investment Bank; or

 

(ii)           a Sales Process shall be conducted, provided that such request may bemade irrespectively of what the Investment Bank has recommended in theInvestment Bank Analysis.

 

#### (c)                                  If a Sales Process Request pursuant tosection 14.2(b)(i)(x) or section 14.2(b)(ii) is made, theShareholders shall engage the Investment Bank to conduct (if applicable in 

 

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#### parallel tothe process aimed at an Initial Public Offering pursuant to section 15.2)a Sales Process with the aim of implementing a Trade Sale within a reasonabletime period at terms and conditions that are customary for such type oftransaction and generally with the view to maximize the sales proceeds for theShareholders (giving due consideration to matters like transaction certaintyand potential post closing liabilities resulting from representations andwarranties and the like). In such case, the Parties shall cooperate in goodfaith and render each other and the Investment Bank all such information andassistance which is in the view of the Investment Bank reasonably necessary inthe conduct of such Sales Process and to complete the Sales Process as soon asreasonably practicable and in any event within a time period not to exceed 9months. The Parties shall in particular refrain from making any announcementsand statements (public or private) which could have an adverse effect on theSales Process or any of the Shareholders and its Affiliates.

 

#### (d)                                 If a Sales Process Request pursuant tosection 14.2(b)(i)(x) regarding a dual track process (i.e. a SalesProcess concurrently with a process aimed at an Initial Public Offering) hasbeen made, the Shareholders shall discuss at a later stage upon the request ofeither Shareholder in good faith with the aim to reach a mutual understanding(and in consultation with the Investment Bank) whether to complete the SalesProcess or the process aimed at an Initial Public Offering. Section 14.1,sentences 2 and 3 shall apply *mutatismutandis*. If the Shareholders cannot mutually agree within a timeperiod of 10 Business Days following the request by either Shareholder to havesuch discussion, the Requesting Shareholder shall be entitled to decide whetherthe Sales Process or the process aimed at an Initial Public Offering shall becompleted.

 

#### (e)                                  If the Requesting Shareholder has decided tocomplete the Sales Process and such Sales Process results in at least one *bona fide*final offer (which offer shallbe “binding” in the sense as this term is typically used in a Sales Process)from a potential third party purchaser on terms and conditions customary forsuch type of transaction and at a price that is within the Price Range (a “**Final Offer**”), then the RequestingShareholder shall be entitled to request from the Non-Requesting Shareholder tocomplete a Trade Sale on terms and conditions which are with regard to thesales proceeds not less favourable than the Final Offer and otherwisesubstantially similar to those set forth in the Final Offer. If the SalesProcess results in several Final Offers, the Requesting Shareholder shall beentitled to request from the Non-Requesting Shareholder to complete a TradeSale on terms and conditions which are with regard to the sales proceeds notless favourable

 

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than in the most favourable Final Offer andotherwise substantially similar to those set forth in the most favourable FinalOffer, provided that the most favourable Final Offer shall be determined mainlyon the basis of the sales proceeds resulting from the acceptance of such offer,giving due consideration to matters like transaction certainty and potentialpost closing liabilities resulting from representations and warranties and thelike. If the Shareholders cannot agree on which Final Offer shall be the mostfavourable Final Offer, Ernst & Young, unless the latter is, at suchtime, acting as an auditor of either Party in which case one of the *Big Four*international accounting firmsnot being an auditor of either Party at that time, shall determine this withbinding effect upon the Shareholders. Section 14.2(a), sentence 3 shallapply. If the Requesting Shareholder requests the completion of a Trade Sale inaccordance with the preceding sentences, the Non-Requesting Shareholder shallhave a pre-emption right. With respect to such pre-emption right, theprovisions set forth in section 17 shall apply *mutatis mutandis*.

 

(f)                                    If the Sales Process does not result in anyfinal offer of a potential purchaser on terms and conditions customary for suchtype of transaction and at a price that is within the Price Range within ninemonths of the engagement of the Investment Bank pursuant to section 14.2(c),than each Shareholder shall be entitled to request the termination of the SalesProcess and neither Shareholder shall be under an obligation to participate ina Trade Sale as a result of the Sales Process. For the avoidance of doubt, itis further set forth that in such case neither Shareholder shall be entitled tosell its Shares on the basis of the final offers actually received as a resultof the Sales Process. Section 17 shall remain unaffected.

 

(g)                                 Notwithstanding anything to the contrarycontained herein, if a Trade Sale is completed in accordance with theprovisions contained in this section 14, the obligations and liabilitiesof the Shareholders under the final legal documentation for such Trade Saleshall be several and not joint but on a pro rata basis based on eachShareholder’s ownership interest in JV Europe and JV US.

 

# 15.                                 **INITIAL PUBLIC OFFERING**

 

15.1         Alternatively to the proposal of a Trade Sale pursuant to section 14,at any time after the expiry of the Initial Period (without prejudice tosections 14.2(a) and 14.2(b)(i) pursuant to which a processaimed at an Initial Public Offering may be commenced in connection with a SalesProcess) but no earlier than six months following the failure of the SalesProcess pursuant to section 14 or any preceding Sales Process by Trade Sale orInitial Public Offering, each Shareholder 

 

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shall be entitled to request from the JointVenture Companies and the respective other Shareholder (or its respectiveAffiliate transferees) (i) the direct or indirect (i.e., via a furtherdirect or indirect holding company) listing of the Joint Venture or itsapplicable Equity Securities on a stock exchange within the European Union,Switzerland, a transnational stock exchange, the New York Stock Exchange orNASDAQ or (ii) an underwritten public offering of Equity Interests of anyJoint Venture Company under the Securities Act representing at least 20 percent of the total share capital of the Joint Venture after such listing (eachsuch public offering, an “**Initial PublicOffering**”).

 

15.2                           In the event either Shareholder duly requeststhe Initial Public Offering, the following shall apply:

 

#### (a)                                  If the managing underwriter of the InitialPublic Offering advises JV Europe and JV US that marketing factors require alimitation of the number of Shares to be underwritten in the Initial PublicOffering, the Shareholders shall be entitled to sell their respective pro rataportion of the aggregate number of Shares sold in such Initial Public Offering.This shall apply equally in the event an over-allotment option is exercised.

####  

#### (b)                                 If the stock market listing requires the JointVenture Companies’ restructuring (e.g., the conversion of JV Europe intoanother legal form and the contribution of JV US into JV Europe or vice versa)or such restructuring is in the reasonable view of either Shareholder appropriate,the Shareholders shall be obliged to consent to such restructuring and to takeall such actions and make or receive all such declarations which are necessaryin that respect, provided, however, that no Shareholder shall be obliged totake any such action or to make or receive any such declaration if the proposedrestructuring would cause a substantial adverse tax effect for suchShareholder. A substantial adverse tax effect shall be any tax effectthat, with view to other restructuring alternatives available to achieve anInitial Public Offering, treats one Shareholder substantially less favourablecompared to (i) his tax treatment in such other structure alternatives and(ii) the tax treatment of the other Shareholders in connection with the proposedrestructuring and subsequent Initial Public Offering.

####  

#### (c)                                  The relevant Joint Venture Companies shallinitiate the stock market registration and/or file a registration statementunder the Securities Act covering all the Equity Securities of the relevantJoint Venture Companies to be registered and use their reasonable best effortsto cause such registration statement to be declared effective by the UnitedStates Securities and Exchange Commission (the “**SEC**”) as soon as practicable and shall bear 

 

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#### any and all costs relatedthereto (in particular but not limited to bank fees and charges), including, tothe extent legally permissible, all legal costs incurred by the Shareholders inconnection with the stock market registration and all registration, filing andqualification fees, printers’ and accounting fees but excluding underwritingdiscounts and commissions relating to the Equity Securities being offered.

####  

#### (d)                                 Each Shareholder will be required to sell itsShares on the basis provided by the applicable underwriting arrangements andcomplete and execute all questionnaires, powers of attorney, underwritingagreements and other documents reasonably required under the terms of suchunderwriting arrangements and the provisions of this Agreement.

####  

#### (e)                                  The relevant Joint Venture Companies shall

####  

##### (i)            forward drafts and final versions of bidletters, term sheets, other transaction documents and correspondence withadvisers to the Shareholders as soon as the same become available;

#####  

##### (ii)           keep the Shareholders fully informed of the process without delay; and

#####  

##### (iii)          allow each Shareholder and its representatives and advisors toreasonably participate in any formal presentation by prospective underwritersregarding the Initial Public Offering.

#####  

#### (f)                                    Whenever theJoint Venture Companies are required under this section 15.2 to use theirreasonable best efforts to effect the registration of Equity Securities underthe Securities Act, the Joint Venture Companies shall also, as expeditiously asreasonably practicable,

####  

##### (i)            prepare and file with the SEC a registrationstatement with respect to such Equity Securities and use reasonable bestefforts to cause such registration statement to become effective, and, upon therequest of either Shareholder, keep such registration statement effective for aperiod of up to one hundred twenty (120) days or, if earlier, until thedistribution contemplated in the registration statement has been completed;provided, however, that such 120 day period shall be extended for a period oftime equal to the period a Shareholder refrains, at the request of anunderwriter of the Joint Venture Companies, from selling any Equity Securitiesincluded in such registration;

 

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##### (ii)           prepare and file withthe SEC such amendments and supplements to such registration statement and theprospectus used in connection therewith as may be necessary to comply with therequirements of the Securities Act and furnish to the Shareholders such numbersof copies of a prospectus, including a preliminary prospectus, in conformitywith the requirements of the Securities Act, and such other documents as theShareholders may reasonably request in order to facilitate the disposition ofsuch Equity Securities owned by them;

#####  

##### (iii)          use reasonable bestefforts to register and qualify the Equity Securities covered by suchregistration statement under such other securities or blue sky laws of suchjurisdictions as shall be reasonably requested by either Shareholder;

#####  

##### (iv)          provide a transferagent and registrar and a CUSIP number for all such Equity Securities, in eachcase not later than the effective date of such registration;

#####  

##### (v)                                 usereasonable best efforts to obtain

#####  

###### (1)           a “comfort” letter from the independent certified public accountants ofthe Joint Venture Companies, in form and substance as is customarily given byindependent certified public accountants to underwriters in an underwrittenpublic offering under the Securities Act, and

######  

###### (2)            an opinion of the counsel representing theJoint Venture Companies for the purposes of such registration, in form andsubstance as is customarily given to underwriters in an underwritten publicoffering under the Securities Act, addressed in each case to the underwriters,and otherwise use reasonable best efforts to take all othersteps necessary to effect the registration of such Equity Securities under theSecurities Act.

######  

It shall be a condition precedent to theobligations of the Joint Venture Companies to take any action pursuant to thissection 15.2(f) with respect to the Equity Securities of eitherShareholder that such Shareholder shall furnish to the Joint Venture Companiessuch information regarding itself, the Equity Securities held by it and theintended method of disposition of such Equity Securities as shall be reasonablyrequired to effect the registration of such Equity Securities held by suchShareholder.

 

#### (g)                                 Each Shareholder shall undertake to comply withany transfer restrictions regarding the Shares held by it, which the provisionsof the stock market registration proceeding, the 

 

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#### provisionsregarding the admission to trade on the respective stock exchange and/or marketsegment or the regulations of the syndicate leading underwriting agent (*konsortialführende Emissionsbank*) require(the “**Lock-up**”); provided,however, that no Shareholder shall be obliged to comply with a longer Lock-upterm or additional transfer restrictions regarding the Shares held by it thanthe longer of those required by statutory law or the respective stock exchangeor, in the case of the registration of any Equity Interests under theSecurities Act, 120 days after the effective date of such registration.

####  

#### (h)                                 The Shareholders shall be entitled to requestfrom the Joint Venture Companies to include into the agreements with therespective underwriting agent (*Emissionsbank*)the right to a secondary offering of the Shares held by the Shareholders and toundertake any and all actions and measures necessary for this purpose, unlessthe respective underwriting agent (*Emissionsbank*)objects to the incorporation of such term. The Joint Venture Companies shallbear the costs for the application and the implementation of such secondaryoffering.

####  

Notwithstanding anything to the contrary contained in this Agreement,if at any time prior to the completion of the Initial Public Offering, suchInitial Public Offering will be aborted, the Parties shall, upon the request ofeither Shareholder, take all such actions and make or receive all suchdeclarations such Shareholder will reasonably request in order to reverse, tothe extent legally permissible under applicable law, the actions taken by theParties following the request by either Shareholder, as the case may be, topursue the Initial Public Offering, so as to seek to cause, to the maximumextent permissible under applicable law, (i) the Joint Venture Companiesto have the same legal form, in the same jurisdiction and with substantiallythe same governing documents as the Statutes and (ii) the Shareholders tohave substantially the same rights and obligations as the Shareholders haveunder the Statutes and this Agreement as if none of the steps described insection 15.2 shall have been taken.

 

## 15.3                           Indemnification

####  

#### (a)                                  In connection with any registration of EquitySecurities under the Securities Act pursuant to this Agreement, the JointVenture Companies shall indemnify and hold harmless each Shareholder, eachunderwriter thereof, and each other person or entity, if any, who controls suchShareholder or underwriter within the meaning of the Securities Act and eachofficer, director, partner and member of any of the foregoing persons orentities, against any losses, claims, damages or liabilities, joint or several,to which any of the foregoing persons or entities may become subject under theSecurities Act or otherwise, 

 

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#### insofar as such losses, claims damages orliabilities (or actions in respect thereof) arise out of or are based upon (i) anuntrue statement or alleged untrue statement of a material fact contained inthe registration statement under which Equity Securities were registered underthe Securities Act pursuant to section 15.2, any preliminary prospectus orfinal prospectus contained therein or any amendment or supplement thereto, (ii) theomission or alleged omission to state therein a material fact required to bestated therein or necessary to make the statements therein not misleading or,with respect to any prospectus, necessary to make the statements therein inlight of the circumstances under which they were made not misleading, or (iii) anyviolation or alleged violations by the Joint Venture Companies of the SecuritiesAct or state securities laws or any rules or regulations promulgatedthereunder applicable to the Joint Venture Companies (collectively, a “**Violation**”), and the Joint VentureCompanies shall promptly reimburse such persons or entities for any legal orother expenses reasonably incurred by them in connection with investigating or defending any such loss, claim,damage, liability or action as such expenses are incurred; provided, however,that the Joint Venture Companies shall not be liable in any such case for anysuch loss, claim, damage, liability or action to the extent that it arises outof or is based upon a Violation which occurs in reliance upon and in conformitywith written information furnished expressly for use in connection with such registrationby any of the foregoing persons or entities.

####  

#### (b)                                 In connection with any registration of EquitySecurities under the Securities Act pursuant to this Agreement, to the extentpermitted by law, each Shareholder will severally and not jointly indemnify andhold harmless the Joint Venture Companies, each of its directors, each of itsofficers who has signed such registration statement, legal counsel andaccountants for the Joint Venture Companies, any underwriter, the otherShareholder and any controlling person of any such underwriter or suchShareholder, against any losses, claims, damages, or liabilities (joint orseveral) to which any of the foregoing persons or entities may become subject,under the Securities Act or other applicable law, insofar as such losses,claims, damages, or liabilities (or actions in respect thereto) arise out of orare based upon any Violation, in each case to the extent (and only to theextent) that such Violation occurs in reliance upon and in conformity withwritten information furnished by such Shareholder expressly for use inconnection with such registration; and each such Shareholder will pay, anylegal or other expenses reasonably incurred by any person or entity intended tobe indemnified pursuant to this section 15.3(b) in connection withinvestigating or defending any such loss, claim, damage, liability, or action;provided, however, that in no event shall any indemnity under this section 15.3(b) 

 

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#### exceed the net proceeds actually received bysuch Shareholder from the sale of Equity Securities held by such Shareholdereffected pursuant to such registration.

####  

#### (c)                                  Promptly after receipt by an indemnified partyof notice of the commencement of any action involving a claim referred to inthe preceding paragraphs of this section 15.3, such indemnified party will, ifa claim in respect thereof is to be made against any indemnifying party underthis section 15.3, deliver to the indemnifying party written notice of the commencementthereof; provided, however, that an indemnified party’s failure to give suchnotice in a timely manner shall only relieve the indemnification obligations ofan indemnifying party to the extent such indemnifying party is prejudiced orharmed by such failure. In case any such action is brought against anindemnified party, the indemnifying party shall have the right to participatein, and, to the extent the indemnifying party so desires, to assume the defensethereof with counsel mutually satisfactory to the parties; provided, however,that if any indemnified party shall have reasonably concluded that there may beone or more legal or equitable defenses available to such indemnified partythat conflict with those available to the indemnifying party, the indemnifyingparty shall not have the right to assume the defense of such action on behalfof such indemnified party and such indemnifying party shall reimburse suchindemnified party for that portion of the reasonable fees and expenses of anycounsel retained by the indemnified party in connection with the matterscovered by the indemnity agreement provided in this section 15.3.

####  

#### (d)                                 If, except as a result of an indemnified party’sfailure to timely deliver notice to the indemnifying party of the commencementof any action involving a claim referred to in the preceding paragraphs of thissection 15.3, the indemnification provided for in this section 15 is held by acourt of competent jurisdiction to be unavailable to an indemnified party withrespect to any loss, claim, damage or liability referred to herein, then theindemnifying party, in lieu of indemnifying such indemnified party hereunder,shall contribute to the amounts paid or payable by such indemnified party as aresult of such loss, claim, damage or liability in such proportion as isappropriate to reflect the relative fault of the indemnifying party on the onehand and of the indemnified party on the other hand in connection with thestatements or omissions which resulted in such loss, claim, damage or liabilityas well as any other relevant equitable considerations; provided, however, thatthe maximum amount of liability in respect of such contribution shall belimited, in the case of each Shareholder, to an amount equal to the netproceeds actually received by such Shareholder from the sale of EquitySecurities held by such Shareholder 

 

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#### effected pursuant to such registration. Therelative fault of the indemnifying party and of the indemnified party shall bedetermined by reference to, among other things, whether the untrue or allegeduntrue statement of a material fact or the omission to state a material factrelates to information supplied by the indemnifying party or by the indemnifiedparty and the parties’ relative intent, knowledge, access to information andopportunity to correct or prevent such statement or omission. Further, noperson or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) ofthe Securities Act) will be entitled to contribution from any person or entitywho was not guilty of such fraudulent misrepresentation.

####  

#### (e)           Unless otherwise superseded by an underwriting agreement entered intoin connection with an underwritten public offering of Equity Securitiespursuant to this section 15, the obligations of the Joint Venture Companies andthe Shareholders under this section 15.3 shall survive the completion of anyoffering of Equity Securities under the Securities Act pursuant to this section15, and otherwise and shall survive the termination of this Agreement.

#  

# 16.                                 **TRANSFERS TO AFFILIATES**

#  

## 16.1                           Each Shareholder may transfer all (but not aportion) of its Shares to one of its Affiliates for so long as

##  

#### (a)                                  the Affiliate has agreed in writing to be boundby the terms and conditions of this Agreement;

####  

(b)                                 the Transfer complies in all respects with anyapplicable provisions of this Agreement (in particular section 12); and

 

(c)                                  the Transfer complies in all respects with anyapplicable requirements of applicable law.

 

## 16.2         If any Shareholder wishes to transfer Shares toan Affiliate, then it shall give notice to the other Shareholder of hisintention to do so not less than ten (10) Business Days prior toeffecting such Transfer. Such notice shall state (i) the name and addressof the Affiliate to which such Transfer is proposed; and (ii) therelationship of such Affiliate to such Shareholder.

##  

## 16.3         An Affiliate may transfer its Shares only to the original transferorShareholder or to a person that is an Affiliate of such original transferorShareholder. If any Affiliate of any original transferor Shareholder to whichShares have been transferred ceases to be an Affiliate of such Shareholder, 

 

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## such Affiliate transfereeshall, and such Shareholder shall cause such Affiliate transferee to, transferback to such Shareholder (or to another Affiliate of such Shareholder) anyShares it owns on or prior to the date that such Affiliate transferee ceases tobe an Affiliate of such Shareholder.

##  

## 16.4                           Upon becoming a party to this Agreement

##  

#### (a)                                  the Affiliate transferee of Kemira shall besubstituted for, and shall enjoy the same rights and be subject to the sameobligations as, the Shareholders with respect to the Shares transferred byKemira to such Affiliate; and

####  

#### (b)                                 the Affiliate transferee of Rockwood shall besubstituted for, and shall enjoy the same rights and be subject to the sameobligations as, Rockwood with respect to the Shares transferred to such Affiliate;

####  

#### provided, however, that in the case of bothclauses (a) and (b) the relevant Shareholder and its Affiliatetransferees may exercise any rights they may have under this Agreement or theStatutes only jointly and in one and the same way.

#  

# 17.                                 **PRE-EMPTION RIGHT**

#  

17.1                           If after expiration of the Initial Period andsix months following the termination of the Sales Process set forth in section14 and/or a process aimed at an Initial Public Offering set forth in section15, as the case may be (if such process has not led to a successful Trade Saleor the Initial Public Offering of more than 30 per cent of the ownershipinterests in the Joint Venture or any legal successor thereof), a Shareholderintending to sell all of its Shares in a *bonafide* transaction to a third party (i.e., to a person other than toan Affiliate pursuant to section 16) (a “**SellingShareholder**”) shall be required to offer all of its Shares to theother Shareholder by sending a complete and certified copy of the sharetransfer agreement agreed with the third party (the “**Purchase Option**”) to the other Shareholder.

 

Such other Shareholder may accept the Purchase Option in writing withina period of 20 Business Days following receipt of the offer. Unless otherwiseagreed between the Shareholders, the Shareholders shall execute the sharetransfer agreement underlying the Purchase Option within 10 Business Daysfollowing receipt of the written acceptance by the Selling Shareholder,provided, however, that, if such sale and transfer is subject to governmentalor regulatory consents, approvals or clearances (including expiration ortermination of all applicable waiting periods under applicable law), such 10Business Days period shall be extended until the expiration of 10

 

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Business Days after all such consents, approvals or clearances(including expiration or termination of all applicable waiting periods underapplicable law) have been received, but in no event later than nine monthsfollowing the date of the delivery of the Purchase Option.

 

17.2         If the Purchase Option is not duly exercised, the Selling Shareholdershall be entitled to sell and transfer all (but no less than all) of its Shareswithout such other Shareholder’s consent on such terms and conditions as setout in the Purchase Option to the third party at any time within three months(or such longer time, up to an additional six months following such two-monthperiod, as shall be required to obtain all governmental and regulatory consents,approvals and clearances (including the expiration or termination of allapplicable waiting periods under applicable law) in order to consummate suchsale and transfer) of the expiration of the applicable period (the “**Sale Period**”). If the Selling Shareholdershall not have consummated the proposed sale and transfer by the end of theSale Period, then the Selling Shareholder may not thereafter transfer suchShares without once again complying with the applicable provisions of thissection 17.

 

# 18.                                 **DRAG-ALONG RIGHT**

#  

If and to the extent the pre-emption right under section 17 is not dulyexercised, the following shall apply:

 

## 18.1         A Selling Shareholder intending to sell all of its Shares to any *bona fide*third party which must not be anAffiliate of such Selling Shareholder and must be dealing at arm’s length,shall be entitled to require the other Shareholder (“**Drag-Along Shareholder**”) to sell and transfer all of itsShares (“**Dragged Shares**”) on thesame terms (“**Drag-Along Right**”) asthe Selling Shareholder to the third party.

##  

## 18.2         To exercise a Drag-Along Right, the SellingShareholder shall request the sale and transfer of the Dragged Shares by theDrag-Along Shareholder to the third party by written notice to the Drag-AlongShareholder no later than 30 Business Days following the Purchase Option beingdelivered to the Drag-Along Shareholder (the “**Drag-AlongNotice**”).

##  

## 18.3         Within 10 Business Days following the receipt of the Drag-Along Notice,the Drag-Along Shareholder shall sell its Dragged Shares to the third party (i) onthe same terms and conditions as the Selling Shareholder sells its Shares tothe third party but not on terms and conditions less favourable than set out inthe Purchase Option and (ii) subject to the disposal of its Shares by theSelling Shareholder to the third party, provided, however, that the liabilityof the Shareholders under such definitive agreements shall be several and notjoint and several.

 

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##  

## 18.4        Each Shareholder undertakes to take all actionsnecessary for a sale to the third party following the exercise of theDrag-Along Right, according to the provisions of this section.

##  

## 18.5        The Selling Shareholder shall have a period of10 Business Days from the date of the delivery of the Drag-Along Notice toconsummate the sale and transfer on the terms and conditions set forth in theDrag-Along Notice, provided, however, that, if such sale and transfer issubject to governmental or regulatory consents, approvals or clearances(including expiration or termination of all applicable waiting periods underapplicable law), such 10 Business Days period shall be extended until theexpiration of 10 Business Days after all such consents, approvals or clearances(including expiration or termination of all applicable waiting periods underapplicable law) have been received, but in no event later than nine monthsfollowing the date of the delivery of the Drag-Along Notice. If the sale andtransfer shall not have been consummated during such period, the SellingShareholder shall return to the Drag-Along Shareholder any documents in thepossession of the Selling Shareholder executed by the Drag-Along Shareholder inconnection with such proposed sale and transfer, and all the restrictions ontransfers of Shares contained in this Agreement or otherwise applicable at suchtime with respect to the Shares shall again be in effect.

##  

18.6        Concurrently with the consummation of the saleand transfer of Shares pursuant to this section 18, the SellingShareholder shall give notice thereof to the Drag-Along Shareholder, shallremit to the Drag-Along Shareholder the total consideration (the cash portionof which is to be paid by wire transfer in accordance with the Drag-AlongShareholder’s wire transfer instructions) for the Shares transferred in suchsale and transfer, and shall furnish such other evidence of the completion andtime of completion of such sale and transfer and the terms thereof as may bereasonably requested by the Drag-Along Shareholder.

 

# 19.          **TAG-ALONG RIGHT**

#  

If and to the extent the pre-emption right under section 17 is not dulyexercised, the following shall apply:

 

## 19.1        Within 20Business Days following the receipt of the Purchase Option, the Shareholderreceiving such Purchase Option may request by giving written notice to theSelling Shareholder (the “**Tag-Along Notice**”)that its Shares (the “**Tagged Shares**”)may also be sold and transferred to the third party on the same terms andconditions as the Selling Shareholders’ but not on terms and conditions lessfavourable than set out in the Purchase Option (the “**Tag-Along Right**”).

 

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19.2        Sections 18.3 through 18.6 shall apply *mutatismutandis* with regard to the Tagged Shares.

 

# 20.          **DURATION AND TERMINATION OF THE COMPANY**

#  

20.1        The Joint Venture is established for anindefinite period commencing on the Closing Date, provided that the JointVenture and this Agreement shall terminate automatically upon the completion ofInitial Public Offering, a Trade Sale or the acquisition of all ownershipinterests in the Joint Venture by either Shareholder or a third party (each an “**Exit Event**”) except with respect toprovisions set forth in sections 13 through 27 which shall survive thetermination of this Agreement.

 

20.2        The termination of JV Europe and this Agreement without cause (*ordentliche Kündigung*) shall not bepermitted.

 

20.3        Each Shareholder is, however, entitled toterminate the Joint Venture for cause (*auswichtigem Grund*) after having notified the other Shareholder of abreach and such breach has not been cured within six months of receipt of suchnotice within 30 days following the end of such six months period (unless ashorter notice period or termination without notice period is permissible andcannot be excluded under statutory law in which case such shorter or no noticeperiod shall apply).

 

# 21.          **DEADLOCK PROVISION**

#  

21.1        If after the expiry of the Initial Period, anagreement with regard to a resolution of the Shareholders or of the AdvisoryBoards of JV Europe and JV US concerning a Special Majority Matter orRestricted Management Matter cannot be reached, the decision upon such approvalshall be adjourned and if so requested by Rockwood, the Shareholders or membersof the Advisory Board, as the case may be, shall immediately following themeeting of the Shareholders or the Advisory Board in which consent to thematter could not be reached enter into consultations on how to resolve thedeadlock. If the members of the Advisory Board or the Shareholders, as the casemay be, cannot agree on a mutual course of action with regard to the relevantSpecial Majority Matter or Restricted Management Matter within a period of 60calendar days (or within any other period mutually agreed in writing betweenthe Shareholders) following the meeting in which consent to the matter couldnot be reached, either Shareholder may deliver an offer by courier (anyShareholder making such offer being an “**Offeror**”)in accordance with sections 21.2 and 21.3 below, to acquire all Shares owned bythe other Shareholder including a minimum price per Share based on acalculation method taking into account the average of the 

 

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actual EBITDA figures for the two years priorto the year in which such Offer has been made, as well as the year in which theOffer is made (forecast or budget, depending on what is available at such time)of the Joint Venture multiplied by six as set forth in detail in **Annex 21.1** (the “**Offer**”). Within 30 calendar days followingreceipt of the Offer, the Shareholder receiving an Offer (being the “**Offeree**”) shall either notify the Offerorof its acceptance of the Offer or notify the Offeror that it will acquire allof the Offeror’s Shares on the same terms and conditions set out in the Offer(in each case an “**Offer Notice**”).To the extent both Shareholders make an Offer before having received an Offerof the other Shareholder, only the Offer received first by the relevant Offereeshall be considered and the later Offer shall have no effect. The Offer shallinclude all relevant provisions governing the transfer of the offered andaccepted Shares.

 

21.2        In the Offer, the transferor shall warrant tothe transferee unencumbered title to the transferor’s Shares, corporateauthority to enter into the Offer and attach

 

#### (a)                                 either a guarantee upon first demand (*Bürgschaft auf erstes Anforderung unter Ausschlussder Einreden nach § 770 BGB*) of a reputable European or US Americanbank; or

####  

(b)                                 a guarantee by the ultimate shareholder listedon a stock exchange with the European Union or the Unites States of Americasubstantially in the form as attached as **Annex21.2(b)**,

 

#### in the amount of the offered purchase pricefor the Shares being subject of its Offer. Any other representations andwarranties and/or indemnification shall be excluded.

####  

21.3        The Offer and the Offer Notice shall be in the form attached as **Annex 21.3** and in notarial form.

 

# 22.          **NON-COMPETE**

#  

## 22.1        Following the Closing, as longas the Shareholders (or their Affiliate transferees) remain shareholders orother equity holders of the Joint Venture and for a further period of two (2) years after an Exit Event, Kemiraand Rockwood Holdings, as the case may be, agree not to (and to procure that their respective subsidiaries willnot), directly or indirectly, as a proprietor, shareholder, partner orotherwise

##  

#### (a)                                 engage in the production, sale and marketing oftitanium dioxide pigments; and

####  

#### (b)                                 compete with the other activities included inthe TiO2 Businesses as conducted by the 

 

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#### Joint Venture at the time ofClosing (excluding Rockwood’s Water Business business carved out before theClosing Date through the execution of the Water Business Carve-Out (as definedin the Master Agreement)),

####  

#### (each such activity, a “**Prohibited Business**”).

####  

22.2        Section 22.1(b) shall not preventKemira, Rockwood or their Affiliates (other than JV Europe and JV US and theirdirect and indirect subsidiaries) from continuing to conduct their businesses(other than their TiO2 Businesses) as conducted on the Closing Date as well asusual evolutions of these businesses. For the avoidance of doubt, Rockwood andits subsidiaries may continue to engage in the global pigments business ofElementis plc., which is being integrated into the color pigments and servicebusiness within Rockwood’s performance additives segment and usual evolutionsthereof.

 

22.3        Section 22.1 shall not prevent Rockwood,Rockwood Germany and Kemira or any of their respective Affiliates fromacquiring an interest in an enterprise (*Unternehmen*)active in the fields pursuant to section 22.1, to the extent that

 

#### (a)                                 such interest is acquired solely as a financialinvestment;

####  

#### (b)                                 does not exceed 10 per cent of the outstandingshares/interests or voting rights of such enterprise; and

####  

#### (c)                                  does not contractually or factually allow toexert control over such enterprise’s business decision.

####  

## 22.4        The Shareholders expressly acknowledge andagree that

##  

#### (a)                                 Rockwood’s ultimate shareholders (collectively,the “**Private Equity Funds**”) andtheir Affiliates (other than Rockwood Holdings, Rockwood, the Joint Venture andtheir respective subsidiaries) shall not be bound by this section 22 andthe Parties agree and acknowledge that that the Private Equity Funds arepermitted to have, and may presently or in the future have, investments orother business relationships with entities engaged in businesses related to theProhibited Business (each, an “**Other Business**”);and

####  

#### (b)                                 none of the Private Equity Funds or theirAffiliates (other than Rockwood Holdings, Rockwood, the Joint Venture and theirrespective subsidiaries) will be prohibited by 

 

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#### virtue of their indirect investment throughRockwood Holdings in the Joint Venture Companies from pursuing and engaging inany such activities.

 

22.5                        For the same period pursuant tosection 22.1, Rockwood, Rockwood Germany and Kemira will not, and willprocure that none of its subsidiaries will, do or permit any of the following:

 

(a)                                 directly or indirectly solicit or otherwisecontact any present or past customers of JV Europe (including its subsidiariesfrom time to time), for themselves or any other person, for the purpose ofobtaining business pursuant to section 22.1 (a) and (b); or

 

(b)                                 directly or indirectly (except for mediaadvertising directed to the general public) solicit, or endeavour to enticeaway any key employee as listed in **Annex 22.5(b) **ofJV Europe and / or its subsidiaries from time to time.

 

# 23.          **JOINT AND SEVERAL LIABILITY**

#  

The Parties agree that

 

#### (a)                                 Rockwood Holdings; Rockwood and RockwoodGermany on the one hand; and

####  

#### (b)                                 Kemira and Kemira Germany on the other hand

####  

#### shall be jointly and severally liable foreach and every of the obligations that either of these entities has under or inconnection with this Agreement.

####  

# 24.          **CONFIDENTIALITY**

#  

## 24.1        The Parties must keep secret the contents of thisAgreement to the extent that no statutory disclosure obligations exist or therespective other Party has not consented to the disclosure. The Parties mustalso keep secret any information they have received about each other and aboutthe enterprises affiliated with the respective other Party as defined insection 15 German Stock Corporation Act (*AktG*)from the date they have started talks about the Joint Venture, to the extentthat such information is not available to the public or (except in case ofinformation of Kemira in relation to Kemira TiO2 and Rockwood and RockwoodGermany in relation to JV Europe) previously known to the disclosing Party, orthe respective other Party has not consented to the disclosure of theinformation.

##  

24.2        If any disclosure or announcement of confidential matters referred toin section 24.1 is required by law or by any regulation, rule or anygovernmental or quasi governmental authority, such 

 

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disclosure may be made by the Party which hasbeen addressed upon consultation of the other Parties.

 

24.3                        Notwithstanding section 24.1, each Partymay disclose the content of this Agreement to any of its Affiliates.

 

24.4        Any press release or similar disclosure of any Party concerning theTransaction shall require the prior consent of the other Parties except forpress releases permitted under section 24.2.

#  

# 25.          **MISCELLANEOUS**

#  

## 25.1        This Agreement, including the Master Agreementand the Implementation Agreement and their Annexes, contain the entireagreement of the Parties with respect to the subject matter thereof. Anysupplements or amendments to or a termination of these Agreements, as well asany declarations to be made thereunder, shall be valid only if made in writing,or if required by law, in due notarial form. This shall also apply to anychange to, or cancellation of, this provision.

##  

## 25.2        Rockwood shall at all times be entitled to make for tax purposes anyelection under the laws of the United States of America required or deemednecessary by it or any of its affiliates upon consultation with Kemira; provided,however, that Rockwood shall not be permitted to change the tax treatment of JVUS from treatment as a corporation to treatment as a partnership without theprior written consent of Kemira; and provided further that JV US shall not bepermitted to change the tax treatment of JV US from treatment as a corporationto treatment as a partnership without the prior written consent of both Kemiraand Rockwood.

##  

## 25.3        No Party may assign or otherwise transfer any rights or claims under orin connection with this Agreement to a third party without the prior writtenconsent of the other Parties.

##  

## 25.4        Unless otherwise explicitly provided for in this Agreement, neitherthis Agreement nor any provisions contained in this Agreement is intended toconfer any rights or remedies upon any person or entity other than the Parties.

##  

## 25.5        This Agreement shall be exclusively governed by the laws of the FederalRepublic of Germany. The English language version shall be determinative (evenif a translation is made), provided that where German expressions are used inbrackets, the German expression shall be determinative.

##  

## 25.6        In this Agreement:

 

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#### (a)                                 any German legal term for any action, remedy,method of judicial proceeding, legal document, legal status, court, official orany legal concept or thing shall, in respect of any jurisdiction other thanGermany, be deemed to include what most closely approximates in thatjurisdiction to the German legal term and any reference to any German statuteshall be construed so as to include equivalent or analogous laws of any otherjurisdiction; and

####  

#### (b)                                 the headings shall not affect theinterpretation of this Agreement.

####  

## 25.7        To theextent permitted by law, all disputes arising in connection with this Agreementor its validity shall be finally settled in accordance with Arbitration Rules ofthe International Chamber ofCommerce without recourse to theordinary courts of law. The place of arbitration is Frankfurt am Main, Germany.The Arbitral Tribunal consists of three arbitrators. The language of thearbitral proceedings is English.

##  

## 25.8        Unless provided otherwise in this Agreement, alldeclarations (*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 anddelivered by hand or by courier follows within two weeks after such email:

##  

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

 

Rockwood Specialties Group, Inc.

Thomas J. Riordan, Senior Vice President, Lawand Adminstration

100 OverlookCenter

Princeton NJ08540, USA

Facsimile: +1(609) 514-8722

E-mail:TRiordan@rocksp.com

 

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

 

Rockwood Specialties Group GmbH

Udo Pinger

KönigsbergerStraße 1

60487 Frankfurtam Main, Germany

Facsimile: +49(69) 7165-5693

E-mail:udo.pinger@rocksp.de

 

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#### (c)                                  Notifications toJV Europe and Finnish HoldCo:

 

Sachtleben Chemie GmbH

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 Rockwood Germany and Kemira

 

#### (d)                                 Notifications to Sachtleben:

 

Sachtleben Chemie GmbH

Wolf-Dieter Griebler

Dr.-Rudolf-Sachtleben-Str. 4

47198 Duisburg, Germany

Facsimile: +49 (2066) 22-3201

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

 

#### (e)                                  Notifications to Sachtleben Corp

 

c/o Rockwood Specialties Group, Inc.

Thomas J. Riordan, Senior Vice President, Lawand Adminstration

100 OverlookCenter

Princeton NJ08540, USA

Facsimile: +1(609) 514-8722

E-mail:TRiordan@rocksp.com

 

#### (f)                                   Notifications to Kemira and Kemira TiO2:

 

Hannu Virolainen, President Kemira SpecialityBusiness Area

Kemira OYJ

Porkkalankatu 3

00180 Helsinki

Finland

Facsimile: +358 - (0) 10 862 1068

E-mail:hannu.virolainen@kemira.com

 

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#### (g)                                  Notifications to Kemira Germany:

 

Hermann-Josef Frings, Managing Director

Kemira GermanyGmbH

Marie-Curie-Straße10

51377 Leverkusen

Germany

Facsimile: +49 (214) 20690-250

E-mail:hermann-josef.frings@kemira.com

 

#### (h)                                 Notifications to Kemira Inc.:

 

Hannu Virolainen, PresidentKemira Speciality Business Area

c/o Kemira OYJ

Porkkalankatu 3

00180 Helsinki

Finland

Facsimile: +358 - (0) 10 8621068

Email: hannu.virolainen@kemira.com

 

#### (i)                                     Notifications to White Pigments, LLC:

 

Thomas J. Riordan, Senior Vice President, Law and Administration

White Pigments, LLC

c/o Rockwood Specialties Group Inc.

100 Overlook Center

Princeton NJ 08540, USA

Facsimile: +1 (609) 514-8722

E-mail: TRiordan@rocksp.com

with a copy to JV Europe and Kemira

 

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# 26.          **AUTHORISED AGENT**

#  

## 26.1        Kemira andKemira TiO2 hereby appoint the law firm of Gleiss Lutz Hootz Hirsch, Frankfurt am Main/Germany as their agent forservice 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 Rockwood (whichapproval shall not be unreasonably withheld). Kemira and Kemira TiO2 shall uponthe appointment of any new agent for service of process (as the case may be)issue to the agent a written power of attorney (*Vollmachtsurkunde*) and shall irrevocably instruct the agentto submit such deed in connection with any service of process under thisAgreement. A certified copy of the power of attorney shall be submitted toRockwood.

##  

## 26.2        Finnish HoldCo, Rockwood Holdings, Inc.,Rockwood, Rockwood Germany and SachtlebenCorp hereby appoint the law firm of Clifford Chance, Frankfurt am Main/Germany, as their agent for service of process (*Zustellungsbevollmächtigter*) for all legalproceedings arising out of or in connection with this Agreement. Thisappointment 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 and Rockwood Germanyshall upon the appointment of any new agent for service of process (as the casemay 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.

##  

# 27.          **SEVERABILITY**

#  

Should any provision of this Agreement, orany provision incorporated into this Agreement in the future, be or becomeinvalid or unenforceable, the validity or enforceability of the otherprovisions of this Agreement shall not be affected thereby. The invalid orunenforceable provision shall be deemed to be substituted with retroactiveeffect by a suitable and equitable provision which, to the extent legallypermissible, comes as close as possible to the intent and purpose of theinvalid or unenforceable provision. The same shall apply: (i) if theParties have, unintentionally, failed to address a certain matter in thisAgreement (*Regelungslücke*); incase a suitable and equitable provision shall be deemed to have been agreedupon with retroactive 

 

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effect and which comes as close as possibleto what the Parties, in the light of the intent and purpose of this Agreement,would have agreed upon if they had considered the matter; or (ii) if anyprovision of this Agreement is invalid because of the scope of any time periodof performance stipulated herein; in this case a legally permissible timeperiod or performance shall be deemed to have been agreed which comes as closeas possible to the stipulated time period or 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 |   |
|                                                                       |  |  |  |  |

 

 

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| Kemira Pigments Oy              |                  |
|---------------------------------|-----------------------|
|                            |                  |
| BY:                             | /s/ VERENA HÜGEL |   |
|                            | Verena Hügel     |
| 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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