EXHIBIT 10.1

                            SHARE PURCHASE AGREEMENT

                             for the acquisition of

                         100 % of the Shares in DBT GmbH

                                      dated
                                December 16, 2006

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                                Table of Contents

1.   Certain Defined Terms and Abbreviations ...............................   9
2.   Current Status / Cash Pool / Shareholdings in Purchaser ...............  13
3.   Sale and Transfer .....................................................  15
4.   Purchase Price; Cash Pool Settlement; Payments ........................  16
5.   Purchase Price Determination Statements ...............................  20
6.   Merger Notification; Regulatory Requirements ..........................  23
7.   Closing ...............................................................  24
8.   Guarantees of the Seller ..............................................  32
9.   Remedies for Breach of Guarantees .....................................  47
10.  Indemnities ...........................................................  51
11.  Purchaser's Guarantees; Purchaser's Guarantor .........................  54
12.  Environmental Indemnifications ........................................  56
13.  Taxes .................................................................  63
14.  Profit and Loss Transfer Agreement; Guarantees; Derivative Contracts ..  68
15.  Covenants .............................................................  70
16.  Non-Compete ...........................................................  74
17.  Transition of Business ................................................  75
18.  Confidentiality and Public Announcements ..............................  76
19.  Notices ...............................................................  77
20.  Costs and Taxes .......................................................  79
21.  Miscellaneous .........................................................  80

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                                       3


                    Index of Defined Terms and Abbreviations

10.2 Losses ........................................................          27
Affiliates .........................................................          11
Agreement ..........................................................          10
AktG ...............................................................          11
Alternative Transaction ............................................          33
AO .................................................................          11
Assets and Inventories .............................................          38
BBodSchG ...........................................................          11
BGB ................................................................          11
Breach .............................................................          48
Bucyrus ............................................................          11
Business ...........................................................          76
Business Days ......................................................          11
Cash Pool Balance ..................................................          19
CBA Conflict .......................................................          54
CET ................................................................          11
Claim ..............................................................          50
Claim Notice .......................................................          48
Claims .............................................................          50
Closing ............................................................          31
Closing Conditions .................................................          25
Closing Confirmation ...............................................          32
Closing Date .......................................................          32
Closing Date Net Cash ..............................................          17
Closing Events .....................................................          31
Collective Agreements ..............................................          42
Collective Bargaining Agreement ....................................          72
Company ............................................................          14
Company 2006 Financial Statements ..................................          69
Consideration Shares ...............................................          11
Consolidated Closing Date Financial Statements .....................          22
Control ............................................................          11
Current Account ....................................................          77
DBS ................................................................          54
De Minimis Amount ..................................................          50
Deloitte Report ....................................................          27
Directors and Officers .............................................          11
Disclosure Schedules ...............................................          33
Encumbrances .......................................................          11
Environmental Claims ...............................................          60
Environmental Contamination ........................................          58
Environmental De Minimis ...........................................          61
Environmental Law ..................................................          58
Environmental Loss .................................................          58
Environmental Matter ...............................................      58, 59

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Environmental Permit ...............................................          59
ERISA ..............................................................          43
EURO Finance Agreement .............................................          19
Exchange Act .......................................................          56
Final MAC Determination ............................................          28
Finance Agreements .................................................          19
Forward Purchase ...................................................          16
Forward Purchase Closing Date ......................................          16
GAAP ...............................................................          12
GAAS ...............................................................          12
GmbHG ..............................................................          12
Group Companies ....................................................          15
Group Companies Benefit Plans ......................................          42
Group Company ......................................................          15
GWB ................................................................          12
Hazardous Materials ................................................          59
HGB ................................................................          12
HT .................................................................          12
HT Shares ..........................................................          16
ICC Rules ..........................................................          82
IFRS ...............................................................          12
Indemnifiable Tax ..................................................          64
Information Technology .............................................          39
Interests ..........................................................          12
Key Employees ......................................................          41
KStG ...............................................................          12
Labeled Objects ....................................................          72
Lease ..............................................................          12
Leased Real Property ...............................................          12
Leases .............................................................          39
Legal Entity .......................................................          12
Legal Terms ........................................................          81
Loss ...............................................................  48, 54, 75
Losses .............................................................  48, 54, 75
MAC Determination Notice ...........................................          28
MAC Dispute Notice .................................................          28
Material Adverse Change ............................................          13
Material Agreements ................................................          39
Material Breach ....................................................          13
Neutral Auditor ....................................................          23
Ordinary Course ....................................................          13
Owned Assets and Inventories .......................................          38
Owned IP Rights ....................................................          36
Owned Real Property ................................................          38
Owned Real Property ................................................          13
Parties ............................................................          10
Party ..............................................................          10
Permits ............................................................          44

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Post-Effective Date Tax Period .....................................          64
Pre-Effective Date Tax Period ......................................          64
Preliminary Cash Pool Balance ......................................          20
Preliminary Purchase Price .........................................          20
Preliminary Purchase Price Determination Statements ................          22
Professor Dr. Schulte's Confirmation ...............................          16
Profit and Loss Transfer Agreement .................................          15
Public Subsidies ...................................................          45
Purchase Price .....................................................          17
Purchase Price Determination Statements ............................          24
Purchaser ..........................................................          10
Purchaser's Bank Guarantee .........................................          70
Purchaser's Confirmation ...........................................          16
Purchaser's Guarantor ..............................................          10
Purchaser's Obligations ............................................          57
RAG-Marks ..........................................................          72
RBV ................................................................          15
RBV Share ..........................................................          15
Real Property ......................................................          13
Regulations ........................................................          34
Release ............................................................          59
Revised Purchase Price Determination Statements ....................          23
SEC ................................................................          56
SEC Documents ......................................................          56
Securities Act .....................................................          47
Seller .............................................................          10
Seller Share .......................................................          15
Seller's Group .....................................................          45
Seller's Guarantees ................................................          70
Seller's Knowledge .................................................          48
Shareholders' Agreement ............................................          15
Shares .............................................................          15
Signing Date .......................................................          13
Stand-Alone Financial Statements ...................................          36
Subsidiaries .......................................................          15
Subsidiary .........................................................          15
Subsidiary Interests ...............................................          15
Survey .............................................................          14
Tax ................................................................          14
Tax Authority ......................................................          64
Tax Loss ...........................................................          67
Tax Refund .........................................................          64
Tax Return .........................................................          64
Tax Saving .........................................................          64
Termination Costs ..................................................          14
Third Party ........................................................          14
Third Party Claim ..................................................          49
Threshold ..........................................................          51

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Transaction ........................................................          25
UmwG ...............................................................          14
US Dollar Finance Agreement ........................................          19
UStG ...............................................................          14
ZPO ................................................................          14

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                                       7


                    List of Exhibits and Disclosure Schedules

<TABLE>
<S>                              <C>                                                             <C>
Exhibit 2.3                      Subsidiaries; Group Companies ................................  14
Exhibit 2.8                      Purchaser's Confirmation .....................................  15
Exhibit 2.9                      Professor Dr. Schulte's Confirmation .........................  15
Exhibit 2.10                     Professor Dr. Schulte's Confirmation .........................  15
Exhibit 4.4                      IPO Surplus Calculation Method ...............................  20
Exhibit 5.1.2                    Accounting Principles ........................................  21
Exhibit 7.1.1(xiv)               Amendment to the Social Charter ..............................  25
Exhibit 7.1.1(xv)                Lunen Real Estate ............................................  25
Exhibit 7.2.3(i)                 Resignation of Directors and Officers ........................  30
Exhibit 7.2.3(i)                 Parent Guarantee .............................................  30
Exhibit 7.2.3(iv)                RBV Guarantee ................................................  30
Exhibit 00                       Assignment of Shares .........................................  30
Disclosure Schedule 8.4.4        Commercial Register ..........................................  34
Disclosure Schedule 8.4.5        Voting Agreements ............................................  34
Disclosure Schedule 8.4.6        Complete List of Corporate Bodies ............................  34
Disclosure Schedule 8.5.2        Other Participations .........................................  34
Disclosure Schedule 8.6          Pending Business Transactions ................................  34
Disclosure Schedule 8.7          Stand-Alone Financial Statements .............................  35
Disclosure Schedule 8.8.1        Owned IP Rights ..............................................  35
Disclosure Schedule 8.8.3 (i)    Maintenance of IP Rights .....................................  35
Disclosure Schedule 8.8.3 (ii)   Owned IP Rights licensed .....................................  35
Disclosure Schedule 8.8.4        Challenges regarding IP Rights ...............................  36
Disclosure Schedule 8.8.5        Licensed Intellectual Property Rights ........................  36
Disclosure Schedule 8.8.7        Third Party Rights Infringements .............................  36
Disclosure Schedule 8.8.9        Employee Inventions ..........................................  36
Disclosure Schedule 8.9.2        Encumbrances on Owned Assets and Inventories .................  37
Disclosure Schedule 8.9.3 (a)    Owned Real Property ..........................................  37
Disclosure Schedule 8.9.2(b)     Used Real Property ...........................................  38
Disclosure Schedule 8.10.1       Material Agreements ..........................................  38
Disclosure Schedule 8.10.2       Status of the Material Agreements ............................  39
Disclosure Schedule 8.10.3       Material Agreements with change of control provisions ........  40
Disclosure Schedule 8.10.4       List of largest customers and suppliers ......................  40
Disclosure Schedule 8.11.1       Key Employees who terminated Employment ......................  40
Disclosure Schedule 8.11.2       List of Employees ............................................  40
Disclosure Schedule 8.11.3       Collective Agreements ........................................  40
Disclosure Schedule 8.11.4       Labor Disputes ...............................................  40
Disclosure Schedule 8.11.5       Pension Agreements ...........................................  41
Disclosure Schedule 8.11.7       Long Term Incentive Plan .....................................  42
Disclosure Schedule 8.11.8       Employees' Change of Control Rights ..........................  42
Disclosure Schedule 8.11.9       Personal Injury Claims .......................................  42
Disclosure Schedule 8.12.1       Permits ......................................................  42
Disclosure Schedule 8.12.2       Compliance with Permits ......................................  43
Disclosure Schedule 8.12.4       Subsidies ....................................................  43
Disclosure Schedule 8.13         Product Liability ............................................  43
Disclosure Schedule 8.14.1       Insurance ....................................................  44
</TABLE>

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<TABLE>
<S>                              <C>                                                             <C>
Disclosure Schedule 8.14.2       Insurance Claims .............................................  44
Disclosure Schedule 8.15         Litigation ...................................................  44
Disclosure Schedule 8.16         Conduct of Business ..........................................  44
Exhibit 10.4                     Agreements on the Sale or other Disposal of Interests ........  52
Disclosure Schedule 12.5.1       Environmental Agreements .....................................  61
Disclosure Schedule 13.2.2       Taxes ........................................................  64
Exhibit 14.3(a)                  Assumption of Guarantees .....................................  69
Exhibit 14.4                     Derivative Contracts .........................................  69
Exhibit 15.1.4                   Actions Dependent on Prior Consent ...........................  70
Exhibit 15.2                     Collective Bargaining Agreement ..............................  71
Exhibit 17.2                     IT Agreements which terminate upon Closing ...................  75
Exhibit 17.3                     Insurance Policies which terminate upon Closing ..............  75
Exhibit 17.4                     Bank Account of the Company ..................................  76
Exhibit 17.5                     Termination of Intra-group Agreements ........................  76
</TABLE>

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                                       9


                            SHARE PURCHASE AGREEMENT

By and between

1.          RAG Coal International Aktiengesellschaft, Rellinghauser Stra(beta)e
            1 - 11, 45128 Essen, a stock corporation organized under the laws of
            Germany,  registered  with the commercial  register of the municipal
            court of Essen under HRB 12210;

                                                                    - "Seller" -

and

2.          DBT   Holdings   GmbH,   c/o   Freshfields    Bruckhaus    Deringer,
            Feldmuhleplatz  1, 40545  Dusseldorf,  a limited  liability  company
            organized under German law;  registered with the commercial register
            of the municipal court of Dusseldorf under HRB 55323;

                                                                 - "Purchaser" -

3.          Bucyrus International, Inc., 1100 Milwaukee Ave, South Milwaukee, WI
            53172-0500, USA; a corporation organized under the laws of Delaware;

                                                     - "Purchaser's Guarantor" -

                  -     the Seller, the Purchaser and the Purchaser's  Guarantor
                        each a "Party and collectively "the "Parties" -

Preamble

A.          The Seller is the majority  shareholder in DBT GmbH, which is active
            in the  development,  the  manufacture  and  distribution  of mining
            equipment.

B.          The Seller intends to divest all shares in DBT GmbH.

C.          The Purchaser intends to purchase all shares in DBT GmbH.

Now,  therefore,  the  Parties  agree  on the  following  terms  and  conditions
(collectively  together  with all related  agreements,  exhibits and  disclosure
schedules the "Agreement") as follows:

1.          Certain Defined Terms and Abbreviations

            In this Agreement,  except where set forth otherwise,  the following
            terms and abbreviations shall have the following meaning:

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                                       10


            "Affiliates":  any individual  person or Legal Entities who or which
            are  affiliated  undertakings  (verbundene  Unternehmen)  within the
            meaning of Section 15 AktG (as defined below).

            "AktG": the German Stock Corporation Act (Aktiengesetz).

            "AO": the German Tax Code (Abgabenordnung).

            "BBodSchG":    the    German    Federal    Soil    Protection    Act
            (Bundes-Bodenschutzgesetz).

            "BGB": the German Civil Code (Burgerliches Gesetzbuch).

            "Bucyrus":   Bucyrus  Holdings  GmbH,  a  German  limited  liability
            company,  with  its  seat at  Dusseldorf  and  registered  with  the
            commercial register of the municipal court (Amtsgericht)  Dusseldorf
            under HRB 55309.

            "Business Days":  any days other than Saturdays,  Sundays and public
            holidays,  in each case in Essen,  Germany,  in  Frankfurt  am Main,
            Germany,  in London,  UK, the United States of America and the State
            of Wisconsin.

            "CET": Central European Time.

            "Consideration   Shares":   471,476   Class  A  shares  of   Bucyrus
            International,  Inc.'s  common  stock,  par value  USD.01  per share
            (which number shall be adjusted in  accordance  with and taking into
            account  any  splits,   reverse   splits,   dividends   and  similar
            transactions).

            "Control":  shall mean, with respect to the Company, the possession,
            directly  or  indirectly,  of the  power  to  direct  or  cause  the
            direction  of the  management  or policies of the  Company,  whether
            through the  ownership of securities or as trustee or executor or by
            virtue of a voting, trust or executor agreement.

            "Directors and Officers": any managing directors  (Geschaftsfuhrer),
            members of the management board (Mitglieder des Vorstandes), members
            of the supervisory board (Mitglieder des Aufsichtsrats),  members of
            the board of directors  or any other  statutory  representatives  or
            members of any other statutory bodies of representation of any Legal
            Entity in any jurisdiction.

            "Encumbrances":  any mortgage,  deed of trust,  deed to secure debt,
            pledge,  security interest,  encumbrance,  charge, claim, condition,
            equitable interest,  indenture, option,  hypothecation,  attachment,
            restriction  on  transfer,  right-of-way,  easement,  title  defect,
            lease,  encroachment,  servitude,  right of first  option,  right of
            first  refusal or other lien  (whether  arising  by  contract  or by
            operation  of law),  other than (i)  mechanic's,  materialmen's  and
            similar  liens  arising or  incurred in the  Ordinary  Course if the
            underlying  obligations are not yet due and payable,  and (ii) liens
            for Taxes that arise  solely by operation of law but are not yet due
            and payable.

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                                       11


            "GAAP":   accounting   (including   valuation   and   consolidation)
            principles  generally accepted in the stated  jurisdiction,  and the
            statutory provisions underlying such principles,  as in effect as of
            the Signing Date and any other date explicitly referred to herein.

            "GAAS": U.S. generally accepted auditing standards.

            "GmbHG":  the  German  Act on Limited  Liability  Companies  (Gesetz
            betreffend Gesellschaften mit beschrankter Haftung).

            "GWB":  the German Act against  Restraints  of  Competition  (Gesetz
            gegen Wettbewerbsbeschrankungen).

            "HT":  "Ad  acta"  676.Vermogensverwaltungsgesellschaft  mbH  (to be
            renamed in HMS Hamburg Trust GmbH),  Hamburg, a company with limited
            liability organized under German law, registered with the commercial
            register of the municipal court of Hamburg under HRB 99129.

            "HGB": the German Commercial Code (Handelsgesetzbuch).

            "IFRS":  International Financial Reporting Standards as set forth by
            the International  Accounting  Standards Board (IASB) in the version
            effective on January 1, 2006.

            "Interests":  any  shares,  partnership  interests  or other  equity
            interests  or  any  voting   rights  in  any  Legal  Entity  in  any
            jurisdiction.

            "IP Rights" (gewerbliche  Schutzrechte):  all intellectual  property
            and  similar  rights,   whether  registered  or  unregistered,   and
            applications for such rights, including, without limitation, patents
            (Patente),  trademarks (Marken),  utility models  (Gebrauchsmuster),
            design  patents   (Geschmacksmuster),   domain  names,   proprietary
            business descriptions  (geschaftliche  Bezeichnungen),  geographical
            indications of origin (geographische  Herkunftsangaben),  copyrights
            (Urheberrechte)       and      other      ancillary       copyrights
            (Leistungsschutzrechte)  with the exception of standard software and
            licences.

            "KStG":      the     German     Corporate     Income     Tax     Act
            (Korperschaftssteuergesetz).

            "Leased Real Property": the real property leased or subleased by the
            Company or a  Subsidiary  leased to the Company or a  Subsidiary  or
            otherwise  used or occupied by the Company or a  Subsidiary  for the
            operation of the Business.

            "Lease": any lease, lease guaranty,  sublease,  license, easement or
            agreement  for  the  leasing,  use or  occupancy  of,  or  otherwise
            granting  a  right  in or  relating  to any  Leased  Real  Property,
            including all amendments, terminations and modifications thereof.

            "Legal Entity": any corporation,  company, partnership,  association
            or other legal  entity or  undertaking  established  pursuant to the
            laws of any jurisdiction.

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                                       12


            "Material  Adverse  Change":  any  event,  situation,  circumstance,
            effect  or  adverse  change on the  business,  assets,  results,  or
            operations  of any of the  Group  Companies  which  individually  or
            collectively  with any other such  event,  situation,  circumstance,
            effect or adverse change in the same or another Group  Company,  has
            or would  have a  negative  impact  amounting  to not less  than EUR
            30,000,000 (in words Euro thirty  million) and which,  to the extent
            curable,  has not been  cured  until the  Closing  Date.  A Material
            Adverse  Change shall not include any effect  resulting from (i) any
            change  in  general  economic,   business  or  industry   conditions
            (including general  developments of capital and financial  markets),
            or  any  change  in  local,  regional,   national  or  international
            conditions  generally  affecting  the  Group  Companies  or (ii) any
            change  in  the  political  or  social   conditions   including  the
            engagement  by any country in which a Group Company has a registered
            seat or is engaged in business in hostilities (including a terrorist
            attack  upon any of their  respective  territories,  possessions  or
            diplomatic or consular offices,  military installations,  equipments
            or   personnel)   or  (iii)  any  change  in   applicable   laws  or
            interpretations thereof or (iv) measures or actions taken by or with
            the  approval  of  the  Purchaser  pursuant  to  Section  15.1.4  or
            otherwise  expressly  agreed by the  Purchaser in writing;  provided
            that  in  the  case  of  (i)  and  (iii)  such   event,   situation,
            circumstance,  effect or  adverse  change  will be deemed a Material
            Adverse  Change if such  event,  situation,  circumstance  effect or
            adverse  change  would  have  or has a  materially  disproportionate
            adverse effect on the Group Companies taken as a whole.

            "Material  Breach":  a breach  causing  any  change  in the  assets,
            business,  liabilities,  results,  operations  of any  of the  Group
            Companies which  individually  or  collectively  with all other such
            changes  has  or  would  have a  negative  impact  on the  financial
            condition  of the  affected  Group  Companies  of not less  than EUR
            10,000,000  (in words:  Euro ten million)  and which,  to the extent
            curable, is not cured prior to the Closing Date.

            "Ordinary Course": in accordance with (i) arm's length principles or
            (ii) the annual budgets of the individual Group Companies and of the
            Group  Companies as a whole and in each case in accordance with past
            practice.

            "Owned Real Property": the real property owned by the Company or any
            Subsidiary  or to which the  Company or any  Subsidiary  has a right
            (grundstucksgleiche  Rechte) as of the Signing  Date,  together with
            all privileges and appurtenances thereto and all plants,  buildings,
            structures,   installations,   fixtures,   fittings,   improvements,
            betterments and additions  situated  thereon,  and together with all
            easements and rights-of-way used or useful in connection therewith.

            "Real  Property":  the Owned Real Property and Leased Real Property,
            collectively.

            "Signing Date": the day, on which this Agreement is notarized by the
            Parties.

            "Share  Value":  USD  21,000,000  (in  words:  US Dollar  twenty one
            million).

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                                       13


            "Survey":  an up to date ALTA Land Title  Survey  completed  for the
            Owned  Real  Property  in the United  States of the type  reasonably
            required by the title company selected by Purchaser.

            "Tax":  any taxes  (Steuern)  within the meaning of ss. 3 German Tax
            Code  (Abgabenordnung) and any corresponding  foreign taxes, charges
            (Gebuhren),  duties  (Zolle)  and  levies  (Beitrage)  of  any  kind
            including           social          security           contributions
            (Sozialversicherungsbeitrage)    and   other    public-law    levies
            (offentlich-rechtliche  Abgaben) of any kind that are imposed by any
            governmental  authority  or  other  public  body  or due  under  any
            Regulation.  For the purposes of this Agreement, Taxes shall further
            include any payments  made,  or to be made,  as the party liable for
            taxes (Haftungsschuldner), as well as any interest, additions to tax
            or additional amounts and any penalties (Straf- und  Bu(beta)gelder)
            that  are  due  under  any  applicable  laws  or  imposed  by a  Tax
            Authority.

            "Termination  Costs": shall mean the sum of (i) EUR 100,000 for each
            employee  who has after the  Signing  Date and prior to the  Closing
            Date    entered    into   an   old   age   part    time    agreement
            (Altersteilzeitvereinbarung)  with the  Company and (ii) EUR 150,000
            for each  employee  who has after the Signing  Date and prior to the
            Closing Date entered into a termination  agreement  with the Company
            to the extent  payments  have not been made until and  including the
            Closing Date (up to an aggregate maximum number of 30 employees) and
            (iii) to the extent the number of employees who have neither entered
            into an old age part time  agreement or a  termination  agreement is
            less than 30, EUR 150,000 for each such employee.

            "Third  Party":  any person or Legal Entity other than a Party or an
            Affiliate of a Party, including public governmental authorities.

            "UmwG": the German Transformation Act (Umwandlungsgesetz).

            "UStG": the German VAT Act (Umsatzsteuergesetz).

            "ZPO": the German Code of Civil Procedure (Zivilprozessordnung).

2.          Current Status / Cash Pool / Shareholdings in Purchaser

2.1         The Company. DBT GmbH (the "Company"), Industriestr. 1, 44534 Lunen,
            Germany, is a German limited liability company.  The Company has its
            registered   seat  (Sitz)  at  Lunen  and  is  registered  with  the
            commercial  register at the municipal court  (Amtsgericht)  Dortmund
            under  HRB  17120.  The  registered  capital  (Stammkapital)  of the
            Company amounts to EUR 21,050,000 (in words: Euro twenty one million
            and fifty thousand).

2.2         The Shares.  As of the  Signing  Date,  Seller  holds a share of the
            registered  capital  of the  Company  with  such  nominal  value  as
            follows:

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                                       14


            Number of Share(s)                      Nominal Amount in EUR
            1                                       19,974,450

            Such share shall be referred to as the "Seller Share".

            As of the Signing Date, RBV  Verwaltungs-GmbH,  formerly known as RB
            Verwaltungsgesellschaft  fur  die  Beteiligung  an der  Rutgerswerke
            GmbH,  ("RBV"),  Rellinghauser  Stra(beta)e  1 - 11, 45128 Essen,  a
            limited  liability  corporation  organized under the laws of Germany
            and registered  with the commercial  register of the municipal court
            of Essen under HRB 11118, holds a share of the registered capital of
            the Company with such nominal value as follows:

            Number of Share(s)                      Nominal Amount in EUR
            1                                       1,075,550

            Such share shall be referred to as the "RBV Share". The Seller Share
            and the RBV Share shall collectively be referred to as the "Shares".

2.3         Subsidiaries;  Group  Companies.  The  Company  holds,  directly  or
            indirectly, Interests in other Legal Entities as shown (in each case
            with the aggregate  nominal  amount,  if any, of such  Interests) in
            Exhibit   2.3   (each   a   "Subsidiary"    and   collectively   the
            "Subsidiaries").   The  Company  and  the   Subsidiaries   shall  be
            collectively  referred  to as the "Group  Companies",  and each as a
            "Group  Company",  and the  Interests  of the  Company  or any Group
            Company in any Group  Company  (with the  exception  of the  Shares)
            shall be collectively referred to as the "Subsidiary Interests".

2.4         Cash Pool. As of the Signing Date,  Seller has entered into two cash
            pool  arrangements  with the Company which shall be continued  until
            the Closing Date in accordance with Section 4.2.

2.5         Profit and Loss Transfer  Agreement;  Control Agreement.  Seller and
            the Company have entered into a control and profit and loss transfer
            agreement (the "Profit and Loss Transfer  Agreement") dated December
            20 / 22, 1999 which shall be  terminated  with effect as of December
            31, 2006.

2.6         Shareholdings  in Purchaser.  As of the Signing Date, HT and Bucyrus
            are the sole  shareholders in the Purchaser.  Professor Dr. Heinrich
            M. Schulte is the sole  shareholder of HT and Professor Dr. Heinrich
            M. Schulte has been  appointed as the sole managing  director of HT.
            HT  and  Bucyrus  have  entered  into  a   shareholders'   agreement
            (notarized under Role of Deeds no. H 4019/ 2006 of notary public Dr.
            Armin  Hauschild in Dusseldorf)  which together with the articles of
            association of the Purchaser  governs the joint  shareholding in the
            Purchaser (the "Shareholders' Agreement").

2.7         Forward  Purchase.  On the Signing Date, HT and Bucyrus have entered
            into a sale and transfer  agreement  (Role of Deeds no. H 4019/ 2006
            of notary public Dr. Armin  Hauschild in Dusseldorf) - (the "Forward
            Purchase  Agreement")  by which the shares in  Purchaser  held by HT
            (the "HT Shares") shall be sold and transferred to Bucyrus,

<PAGE>
                                       15


            at any date in the time  period as from  January 1, 2008 to December
            31, 2009, or earlier upon the occurrence of certain events described
            more specifically in such sale and transfer  agreement (the "Forward
            Purchase"). The date on which the Forward Purchase is consummated in
            accordance  with the terms and  conditions  of the Forward  Purchase
            Agreement,  shall be referred to as the  "Forward  Purchase  Closing
            Date".

2.8         Purchaser's  Confirmation.  At  the  Closing,  the  Purchaser  shall
            deliver to the Seller a written statement  confirming that (i) as of
            the  Closing  the HT  Shares  are  held  by HT  and  (ii)  that  the
            Shareholders'  Agreement  is - subject to a  termination  by HT - in
            full force and effect until the consummation of the Forward Purchase
            Closing   Date  (such   statement   shall  be  referred  to  as  the
            "Purchaser's Confirmation"). A draft of the Purchaser's Confirmation
            is attached as Exhibit 2.8.

2.9         Professor Schulte's  Confirmation.  At the Closing, the Seller shall
            deliver to Purchaser a written  statement  executed by Professor Dr.
            Heinrich M. Schulte that (i) Professor  Dr.  Heinrich M. Schulte (x)
            is the sole shareholder of HT, (y) is able to exercise his rights as
            shareholder of HT (which is, for example,  not true in case of legal
            incapacity - Geschaftsunfahigkeit),  (z) personally holds the shares
            in HT for his own  benefit  and  account,  free of any  Third  Party
            entitlements  or rights other than security  interests  approved and
            requested by the Purchaser,  (ii) Professor Dr.  Heinrich M. Schulte
            is (x)  able to act as  managing  director  of HT and  (y) the  sole
            managing  director of HT irrevocably  appointed  until and including
            the Forward Purchase Closing Date with no intention of his dismissal
            or  resignation  and (iii) HT has no operations or assets other than
            the HT Shares and has no business  purpose other than to hold the HT
            Shares (the  "Professor  Dr.  Schulte's  Confirmation").  A draft of
            Professor Dr.  Schulte's  Confirmation is attached hereto as Exhibit
            2.9.

2.10        Consent of Shareholders' Meeting of Company. As of the Signing Date,
            the shareholders'  meeting of the Company has granted its consent to
            the sale and  transfer  of the  Shares and the  shareholders  of the
            Company have waived their respective  preemptive rights as set forth
            in the resolutions and declarations attached hereto as Exhibit 2.10.

3.          Sale and Transfer

3.1         Sale of the Shares.  The Seller hereby agrees to sell (verkauft) the
            Shares as of the Signing Date upon the terms and  conditions of this
            Agreement,  and the  Purchaser  hereby  accepts  such sale.  For the
            avoidance of doubt such sale is not conditional  upon fulfillment of
            the Closing Conditions (as defined below).

3.2         Ancillary  Rights.  The Seller  shall be  entitled  to  receive  all
            undistributed  dividends  with  respect  to  the  period  ending  on
            December 31, 2006. With respect to the period  commencing on January
            1, 2007 the  Purchaser  shall be  entitled to all  ancillary  rights
            pertaining to the Shares  including the right to receive  dividends,
            provided that Seller shall be entitled in accordance  with the terms
            in Section 4 (Closing Date Net Cash purchase  price  adjustment)  to
            the cash  generated  by the  Company  in the  period  commencing  on
            January 1, 2007 and ending on and including the Closing Date.

<PAGE>
                                       16


3.3         Separate Transfer  Documents.  The Parties agree that the Shares are
            not transferred by virtue of this Agreement, but will be transferred
            with  effect "in rem" (mit  dinglicher  Wirkung)  at the  Closing by
            means of one or more separate transfer deed(s).

4.          Purchase Price; Cash Pool Settlement; Payments

4.1.1       Determination  of Purchase Price.  The purchase price for the Shares
            shall be (i) the  Consideration  Shares  plus  (ii) an  amount to be
            determined as follows:

            (i)   A fixed amount of USD  710,000,000  (in words: US Dollar seven
                  hundred and ten million) (the "Cash Portion");

            (ii)  minus / plus the Closing Date Net Cash (as defined below).

            Such  balance  plus an  amount  equal to the  Share  Value  shall be
            referred to as the "Purchase Price".

4.1.2       Definitions;  Calculation Basis.  "Closing Date Net Cash" shall have
            the meaning as set forth below and shall be  calculated on the basis
            of the Purchase  Price  Determination  Statements (as defined below)
            for the period ending on the Closing Date.

            "Closing Date Net Cash" shall mean the amount  denominating  in Euro
            equaling the sum of

            (i)   the  amount  of all  liquid  assets,  including  cash and cash
                  equivalents,  excluding,  however, any cash paid by the Seller
                  to the Company in accordance with Section 4.3.3 (ii) and (v);

            (ii)  plus the  amount  of the Cash Pool  Balance  if such Cash Pool
                  Balance is a  receivable  of the Company  from the Seller,  or
                  minus the  amount of the Cash Pool  Balance  if such Cash Pool
                  Balance is a  receivable  of the Seller  from the  Company not
                  taking  into  account any payment by the Seller to the Company
                  in accordance with Section 4.3.3 (ii) and (v);

            (iii) minus EUR 4,000,000 (in words: Euro four million);

            (iv)  minus  the  amount of  advance  payments  on  orders  received
                  between  January 1, 2007 and the Closing  Date,  to the extent
                  these  advance  payments have not been used to finance work in
                  progress  for such orders,  whereby work in progress  shall be
                  accounted for in  accordance  with the  accounting  principles
                  used by the Company  for the  preparation  of the  Stand-Alone
                  Financial Statements;

            (v)   minus the  amount  of all  borrowings  and other  indebtedness
                  which are assumed  with the purpose to borrow  money by way of
                  overdraft,  acceptance,  credit or  similar  facilities,  loan
                  stocks, debt instruments (other than Seller's Guarantees

<PAGE>
                                       17


                  according to Section 14.3) and including, to the extent called
                  by the beneficiary but not paid on the Closing Date, letter of
                  credits, performance bonds and similar instruments;

            (vi)  minus the amount of the obligations  related to finance leases
                  or  sale  and  lease  back  arrangements,  including,  without
                  limitation,  the sale and lease back transaction regarding the
                  real property in Lunen used by the Company;

            (vii) minus any amounts owed by any Group Company to the Seller, RBV
                  or any of their  Affiliates;  provided  that  this  shall  not
                  include any amounts due for  ordinary  trade or  rendering  of
                  services (Verbindlichkeiten aus Lieferungen und Leistungen) if
                  such amounts are  outstanding for less than 365 days as of the
                  date of  creation  or less than 180 days as of the  respective
                  due date;

           (viii) minus any amounts owed by any Group  Company to any Directors
                  and Officers or employee other than in the Ordinary  Course of
                  business including,  without limitation, any change of control
                  or similar payments arising as a result of the consummation of
                  the Transaction;

            (ix)  minus  any  amounts  due  for  any   brokerage,   accountants,
                  attorneys,  investment banking or similar transaction fees and
                  expenses of the  Company or the Seller (to the extent  charged
                  to the Company)  incurred in connection with the  preparation,
                  execution and consummation of the transactions contemplated in
                  this Agreement;

            (x)   minus the aggregate  amount of any accruals for bonuses or any
                  other kind of deferred or incentive  compensations  payable by
                  any  Group  Company  for the  periods  prior to and  until the
                  Closing Date;

            (xi)  minus the amount of the real estate  transfer  tax incurred by
                  the  acquisition of the Lunen real estate unless paid prior to
                  the Closing Date;

            (xii) minus the amount of the Termination Costs;

           (xiii) minus the aggregate amount of any interest, premiums payable,
                  prepayment penalties, damages or contractual penalties accrued
                  or any other charges accrued but unpaid as of the Closing Date
                  in relation to the matters referred to in (v) - (ix) above.

            All  conversions  necessary  shall  be made in  accordance  with the
            procedures of Section 4.1.3, provided, however, that the conversions
            shall be made with exchange rates applicable as of the Closing Date.
            For the  avoidance of doubt,  no item shall be taken into account in
            the above calculation more than once.

4.1.3       Foreign  Currencies.  Any currency  conversions  shall be determined
            using the European Central Bank (ECB)'s Euro foreign reference rates
            as  published  on the ECB's  website  (www.ecb.int/stats/eurofxref/)
            shortly after 2.15 p.m. CET, except as otherwise agreed herein,  one
            Business Day prior to the relevant date. When such rates

<PAGE>
                                       18


            are  not   available  on  such  date,   Reuters   world  spot  rates
            (www.investing.reuters.co.uk/investing/currencies.aspx)   taken   as
            close as possible to 2.15 p.m.  CET of the Business Day prior to the
            relevant date shall be used. All conversions  necessary to calculate
            the  Closing  Date Net Cash  shall  be made in  accordance  with the
            procedure set forth in this Section 4.1.3 as of the Closing Date.

4.2         Cash Pool Settlement.

4.2.1       Termination  of  Intercompany  Finance  Agreements.  The  Seller has
            entered  into two cash pool  agreements  with the Company  regarding
            receivables and payables,  one of them denominated in US Dollar (the
            "US Dollar Finance Agreement"),  the other agreement  denominated in
            Euro (the "EURO Finance Agreement"). The US Dollar Finance Agreement
            and the EURO Finance Agreement shall  collectively be referred to as
            the "Finance Agreements".

            The Seller shall procure that the Finance  Agreements are terminated
            with  economic  effect  as  of  the  Closing  Date  without  further
            liability to any of the Group Companies.

4.2.2       Cash Pool Balance.  The Seller shall procure that all receivables as
            of the Closing Date under the US Dollar Finance  Agreement which the
            Company  has  from the  Seller,  or which  the  Seller  has from the
            Company, will be converted into Euros at the foreign reference rates
            (as  determined  pursuant to Section  4.1.3) as of the Closing Date.
            Subsequent to such  conversion all receivables the Company may have,
            as of the Closing Date, from the Seller under the Finance Agreements
            shall be set off against all  receivables the Seller may have, as of
            the Closing  Date,  from the Company  under the Finance  Agreements.
            Such amount shall be referred to herein as the "Cash Pool Balance ".
            The Cash Pool Balance shall be taken into account in the calculation
            of the  Closing  Date  Net  Cash.  If the  Cash  Pool  Balance  is a
            receivable  of the Company  from the Seller,  then the Seller  shall
            discharge such receivable by making a payment equal to the Cash Pool
            Balance to the Company.  If the Cash Pool Balance is a receivable of
            the Seller from the Company,  then the Seller shall, against payment
            of the  Preliminary  Cash Pool  Balance by the  Purchaser,  sell and
            assign such  receivable to the  Purchaser on the Closing  Date.  The
            Purchaser  and the Seller shall procure that the Company shall agree
            to the assignment of the receivable.

4.2.3       Treatment of special  kinds of  receivables  and  payables.  For the
            avoidance  of doubt,  it is hereby  clarified  that for  purposes of
            Section 4.2

            (i)   receivables and payables  resulting from supplies and services
                  (Forderungen   und   Verbindlichkeiten   aus  Lieferungen  und
                  Leistungen)  between  the Seller on the one hand and the Group
                  Companies  on the other hand shall be settled in the  Ordinary
                  Course of business and, therefore, under no circumstances (not
                  even  in  a  situation   where  they  are   interest   bearing
                  liabilities)  be  treated as  receivables  or  payables  under
                  Finance Agreements; and

            (ii)  interest payable on receivables and payables under the Finance
                  Agreements  until (and  including)  the Closing  Date shall be
                  treated  as   receivables   or  payables   under  the  Finance
                  Agreements.

<PAGE>
                                       19


4.3         Payments on the Closing and Adjustments.

4.3.1       Preliminary Purchase Price.

            On the Closing  Purchaser shall pay the Cash Portion and shall cause
            the issuance of the Consideration  Shares. The Cash Portion shall be
            referred to as the "Preliminary Purchase Price".

4.3.2       Final Purchase Price

            The Purchase Price shall be considered  finally  determined once the
            Purchase  Price  Determination  Statements  have  become  final  and
            binding  upon the  Parties  as  provided  for in  Section  5. If the
            Purchase  Price  (reduced by the Share Value) so determined  exceeds
            the Preliminary  Purchase  Price,  the Purchaser shall pay an amount
            equal to such excess within 5 Business Days after the Purchase Price
            Determination  Statements  have  become  final and  binding.  If the
            Purchase  Price  (reduced  by the Share  Value)  falls  short of the
            Preliminary  Purchase  Price,  the Seller shall pay an amount to the
            Purchaser  equal to the  shortfall  within 5 Business Days after the
            Purchase  Price  Determination  Statements  have  become  final  and
            binding.  The amount so payable shall bear interest at a rate of 5.5
            % p.a. for the benefit of the respective creditor from and including
            the Closing Date until, but excluding the date of actual payment.

4.3.3       Cash Pool Balance.

            (i)   Not later than 3 Business  Days prior to the expected  Closing
                  Date,  the Seller  shall  estimate in good faith the  expected
                  amount of the Cash Pool  Balance  as of the  expected  Closing
                  Date (the  "Preliminary  Cash Pool  Balance") and shall notify
                  the  Purchaser  in  writing  about the  Preliminary  Cash Pool
                  Balance.

            (ii)  If the  Preliminary  Cash Pool Balance is a receivable  of the
                  Company from the Seller,  the Seller shall pay, on the Closing
                  Date, to the Company an amount equal to the  Preliminary  Cash
                  Pool Balance.

            (iii) If the  Preliminary  Cash Pool Balance is a receivable  of the
                  Seller  from the  Company,  the  Purchaser  shall pay,  on the
                  Closing Date, to the Seller an amount equal to the Preliminary
                  Cash  Pool  Balance   against  sale  and  assignment  of  such
                  receivable to the Purchaser.

            (iv)  Within 14 Business Days after the Closing Date,  the Purchaser
                  shall  procure  that  the  Company  and the  Seller  determine
                  jointly the exact Cash Pool Balance as of the Closing Date.

            (v)   If the Cash Pool Balance is a  receivable  of the Company from
                  the Seller,  any difference  between the Preliminary Cash Pool
                  Balance and the Cash Pool Balance as  determined by the Seller
                  and the  Company  shall be paid as  follows:  If the Cash Pool
                  Balance exceeds the Preliminary Cash Pool Balance, the

<PAGE>
                                       20


                  Seller shall pay such  difference to the Company.  If the Cash
                  Pool Balance is less than the  Preliminary  Cash Pool Balance,
                  the  Purchaser  shall  procure that the Company shall pay such
                  difference to the Seller.

            (vi)  If the Cash Pool  Balance is a  receivable  of the Seller from
                  the Company,  any difference between the Preliminary Cash Pool
                  Balance and the Cash Pool Balance as  determined by the Seller
                  and the  Company  shall be paid as  follows:  If the Cash Pool
                  Balance  exceeds  the  Preliminary  Cash  Pool  Balance,   the
                  Purchaser shall pay such difference to the Seller. If the Cash
                  Pool Balance is less than the  Preliminary  Cash Pool Balance,
                  the Seller shall pay such difference to the Purchaser.

            (vii) Any such  amount to be paid by  either  the  Purchaser  or the
                  Seller  or the  Company,  as the  case  may be,  shall be paid
                  within ten Business Days after the  determination  of the Cash
                  Pool Balance.  In case of a dispute  concerning the final Cash
                  Pool Balance, Section 5.2 shall apply accordingly.

4.4         IPO. In the event of an  underwritten  public  offering of shares or
            instruments  representing  an  interest in the Company or any of the
            Subsidiaries  in the 2008 or 2009 calendar year, the Seller shall be
            entitled  to receive an amount  calculated  in  accordance  with the
            principles set out in Exhibit 4.4.

4.5         General Rules for Payments

4.5.1       Modes of Payment. Any payments under this Agreement shall be made by
            wire  transfer  in  immediately  available  funds,  value  as of the
            relevant due date set out in this Agreement or otherwise provided by
            law, free of bank and / or any other charges.

4.5.2       Bank  Accounts.  Any payments to the Seller or the  Purchaser  under
            this  Agreement  shall be made to such  bank  accounts  of which the
            Seller or the Purchaser, respectively, have notified the other Party
            at least  three  Business  Days  prior to the  instructions  for the
            respective wire transfer being given.

4.5.3       Interest.   Except  as  expressly  otherwise  provided  herein,  any
            payments  due under  this  Agreement  shall bear  interest  from and
            including the respective due date to, but not including, the date of
            actual payment at 5 % per year based on 360 days.

5.          Purchase Price Determination Statements

5.1.1       Preparation of the Consolidated  Closing Date Financial  Statements.
            The Purchaser shall procure that the Company:

            (i)   delivers    interim    consolidated    financial    statements
                  (konsolidierter  Abschlu(beta) zum Monatsende)  (consisting of
                  consolidated  balance  sheet,  consolidated  profit  and  loss
                  account)   (the    "Consolidated    Closing   Date   Financial
                  Statements")  for the  period  from  January 1, 2007 until and
                  including  the Closing  Date  prepared in  accordance  Section
                  5.1.2; and

<PAGE>
                                       21


            (ii)  delivers  a  separate  written   statement  derived  from  the
                  Consolidated  Closing  Date  Financial  Statements  which sets
                  forth the Closing  Date Net Cash and as a  calculation  of the
                  Purchase  Price taking into  account the items  referred to in
                  Section 4.1.1 and 4.1.2. Such written statement shall together
                  with the  Consolidated  Closing Date  Financial  Statements be
                  referred to as the "Preliminary  Purchase Price  Determination
                  Statements"  to the  extent  that  they  have  not yet  become
                  binding pursuant to Section 5.3.

            The  Purchaser   shall   procure  that  the  Company   delivers  the
            Preliminary Purchase Price Determination  Statements to KPMG, Essen,
            for its review as soon as possible  after the  Company has  prepared
            the Preliminary  Purchase Price  Determination  Statements,  but not
            later than 60 days after the Closing Date.

5.1.2       Accounting  Principles.  The  Consolidated  Closing  Date  Financial
            Statements   shall  be  prepared  by  applying  (i)  the  accounting
            principles   used  by  the  Company  for  the   preparation  of  the
            Stand-Alone  Financial  Statements  and set out in  more  detail  in
            Exhibit 5.1.2 or, to the extent that the same give no guidance, (ii)
            IFRS. In each case the formal and material  balance sheet continuity
            (Wahrung  formeller  und  materieller  Bilanzkontinuitat)  shall  be
            ensured,  the methods of valuation be maintained  and all options to
            capitalize   or  to   include   items   on  the   liabilities   side
            (Aktivierungs-  und  Passivierungswahlrechte)   shall  be  exercised
            consistently with the Stand-Alone Financial Statements.

5.1.3       Review.  The Purchaser shall submit the  Preliminary  Purchase Price
            Determination  Statements  to the Seller  without  undue delay after
            they have been  reviewed by KPMG,  Essen.  The Seller shall have the
            opportunity to review the Preliminary  Purchase Price  Determination
            Statements  in accordance  with this Section 5. The Purchaser  shall
            have  the  opportunity  to  have  the  Preliminary   Purchase  Price
            Determination Statements reviewed by Deloitte & Touche in accordance
            with this Section 5.

5.1.4       Objections.  Any  objections  of the Seller or the Purchaser (on the
            basis of the  review  by  Deloitte  &  Touche),  as the case may be,
            against the Preliminary Purchase Price Determination Statements must
            be stated  within  thirty  days after  delivery  of the  Preliminary
            Purchase Price  Determination  Statements by providing the Purchaser
            or  the  Seller,  respectively,  with  (i) a  written  statement  of
            objections,  specifying  in  reasonable  detail the  grounds for the
            objections and (ii) a revised  version of the  Preliminary  Purchase
            Price  Determination  Statements  (both the "Revised  Purchase Price
            Determination  Statements")  taking such objections into account. If
            and to the extent that neither the Seller nor the  Purchaser  object
            during such period in such manner,  the  Preliminary  Purchase Price
            Determination  Statements  shall  be  final  and  binding  upon  the
            Parties, upon the expiration of such period.

5.1.5       Access;  Costs. The Purchaser shall procure that the Group Companies
            grant the Seller and the  Seller's  advisors  access to the business
            properties,  the Group Companies' supporting accounting records, the
            working  papers of KPMG,  Essen,  and  employees  during  the normal
            business hours to enable Seller to review the  Preliminary  Purchase
            Price  Statements.   The  Company  shall  bear  the  costs  for  the
            preparation of the

<PAGE>
                                       22


            Preliminary  Purchase  Price  Determination  Statements;  the Seller
            shall  bear the costs for the  review  of the  Preliminary  Purchase
            Price  Determination  Statements and the Purchaser the costs for the
            review by Deloitte & Touche.

5.2         Resolution of Disputes

5.2.1       Appointment of Neutral Auditor.  In the event that any objections of
            the  Seller  and / or the  Purchaser,  as the  case  may be,  to the
            Preliminary  Purchase Price  Determination  Statements are stated by
            the Seller and / or the  Purchaser,  respectively,  in the  required
            manner,  the Seller and the Purchaser shall attempt in good faith to
            settle the  disagreement.  If the Seller  and the  Purchaser  cannot
            settle the  disagreement  within  thirty  days after  receipt by the
            Respective  Party of the other Party's  statement of objections  and
            the Revised Purchase Price Determination  Statements,  the Seller or
            the Purchaser  may present the matter to a neutral  auditor from BDO
            Deutsche    Warentreuhand    AG     Wirtschaftsprufungsgesellschaft,
            Dusseldorf  branch (the "Neutral  Auditor").  If the Neutral Auditor
            does not accept this  assignment  within ten Business Days after the
            respective  request for such  designation or if the Neutral  Auditor
            resigns from its assignment,  the Neutral Auditor shall be appointed
            by the German  Institute  of  Chartered  Accountants  (Institut  der
            Wirtschaftsprufer  in  Deutschland  e.V.) at the  request  of either
            Party  after  consideration  of the  proposals  and  comments by the
            Seller and the Purchaser. The Seller and the Purchaser shall jointly
            instruct  the  Neutral  Auditor  to decide  the issues in dispute in
            accordance  with the  provisions  of this  Section  5.2 and  Section
            5.1.2.

5.2.2       Scope of Decisions of Neutral Auditor.  Unless instructed  otherwise
            by the Seller and the Purchaser  jointly,  the Neutral Auditor shall
            limit its decisions to the issues in dispute, but shall on the basis
            of  such  decisions  and the  undisputed  parts  of the  Preliminary
            Purchase Price Determination Statements determine the Purchase Price
            Determination Statements in their entirety. In respect of the issues
            in dispute the decisions of the Neutral  Auditor shall remain within
            the positions  taken by the Seller and the Purchaser.  To the extent
            necessary  for the  decisions  the  Neutral  Auditor  shall  also be
            entitled  to decide on the  interpretation  of this  Agreement.  The
            Neutral Auditor shall act as an expert (Schiedsgutachter) and not as
            an arbitrator.

5.2.3       Procedure.  The Seller and the Purchaser shall make available to the
            Neutral  Auditor  the  Preliminary   Purchase  Price   Determination
            Statements and the Revised Purchase Price  Determination  Statements
            and all other  documentation  and data  reasonably  required  by the
            Neutral  Auditor to make the required  decisions and  determination.
            Otherwise,  Section  427 and 444 ZPO shall  apply  accordingly.  The
            Neutral Auditor shall immediately submit copies of all documents and
            other  data made  available  by the Seller or the  Purchaser  to the
            respective  other Party as well.  Before  making the  decisions  the
            Neutral  Auditor  shall  grant  the  Seller  and the  Purchaser  the
            opportunity  to present  their  positions,  which shall  include the
            opportunity  of at least one oral  hearing  in the  presence  of the
            Seller  and the  Purchaser  and  their  professional  advisors.  The
            Neutral  Auditor  shall use its best  efforts to deliver its written
            opinion  with  reasons  for the  decisions  as  soon  as  reasonably
            practical, but not later than sixty days after the issues in dispute
            have been referred to the Neutral Auditor. The Neutral

<PAGE>
                                       23


            Auditor's decisions and the Purchase Price Determination  Statements
            as determined by the Neutral Auditor shall be final and binding upon
            the Parties.

5.2.4       Costs.  The costs and expenses of the Neutral Auditor shall be borne
            by the  Seller  and the  Purchaser  pro-rata  in  proportion  to the
            amounts  by  which  the  Purchase  Price  as  determined  (i) by the
            Purchaser in the Preliminary Purchase Price Determination Statements
            and  (ii) by the  Seller  and the  Purchaser,  respectively,  in the
            Revised Purchase Price  Determination  Statements  deviates from the
            Purchase Price  Determination  Statements  determined by the Neutral
            Auditor.

5.3         Definition  of  Purchase  Price  Determination  Statements.  (i) The
            Preliminary  Purchase  Price  Determination  Statements,  absent any
            objections by Seller and the Purchaser, or (ii) the Revised Purchase
            Price Determination  Statements,  absent any objections by Purchaser
            or the Seller, as the case may be, or (iii) the determination of the
            Purchase  Price  as  agreed   between  the  Parties,   or  (iv)  the
            determination  of the Purchase Price by the Neutral Auditor shall be
            referred to as the "Purchase Price Determination Statements".

6.          Merger Notification; Regulatory Requirements

6.1         Preparation.  The  Purchaser  shall  ensure  that  the  transactions
            contemplated  by this  Agreement  will  be  notified  to the  German
            Federal  Cartel Office  (Bundeskartellamt  - BKartA),  the Antitrust
            Division  of  the  United  States  Department  of  Justice  and  the
            authorities  competent  in  China,  Russia  and South  Africa  until
            January 17, 2006. The  notification  shall be filed by the Purchaser
            on  behalf  of the  Seller  and  the  Purchaser  to the  extent  the
            applicable  laws do not require  separate  filings of the Seller and
            the   Purchaser.   The  Parties  shall  closely   cooperate  in  the
            preparation of such filings.  The Seller shall,  and shall cause the
            Group  Companies to, submit to the  Purchaser,  as soon as practical
            after the Signing Date,  all documents,  data and other  information
            which in the  reasonable  judgment of the Purchaser may be necessary
            for  the  purposes  of  preparing,  amending  or  supplementing  the
            notification.  Prior to the filings,  the  Purchaser  shall give the
            Seller the reasonable  opportunity to review the documentation to be
            filed  pursuant  to  sentence  one,  and  vice  versa  in  case  the
            applicable  laws  require  separate  filings  of the  Seller and the
            Purchaser.  Furthermore,  the  Purchaser  shall  hold  harmless  and
            indemnify  the  Seller  from all  fines,  charges,  fees  (with  the
            exception of anti trust filing fees which are shared  between Seller
            and Purchaser in accordance with Section 20.2) or similar  payments,
            which are imposed by any anti-trust authority in connection with the
            notification  or the  omission of such  notification.  To the extent
            permissible  under  applicable  laws the Parties  shall  inform each
            other about any meetings (including  telephone or video conferences)
            with cartel  authorities  and either may request from the other that
            it participate in such meetings.

6.2         Refusal  of  Approval.  If on the  Closing  Date (i) any  anti-trust
            approval  or any  other  governmental  consent,  approval  or waiver
            required under applicable law in any jurisdiction in order to effect
            the  Closing may not be  obtained  or (ii) the  consummation  of the
            Closing is prohibited  under any enforceable law, or any enforceable
            judgment,  injunction,  order or decree by any court or governmental

<PAGE>
                                       24


            authority,  the Parties shall  cooperate in good faith to obtain any
            approval,  provided, however, that the Purchaser and the Purchaser's
            Affiliates  shall not be  obliged  to  accept  any  condition  to be
            imposed by any anti-trust authority.

7.          Closing

7.1         Closing Conditions, Change of Control in Purchaser

7.1.1       Closing  Conditions.  The  obligation  of the Parties to perform the
            Closing Events shall be subject to each of the following  conditions
            (the "Closing  Conditions")  being either fulfilled or waived by the
            Party entitled to such waiver pursuant to Section 7.1.2:

            (i)   The Federal  Cartel  Office  (Bundeskartellamt)  has  notified
                  Seller  or  Purchaser   in  writing   that  the   transactions
                  contemplated  by this agreement (the  "Transaction")  does not
                  fulfill the prohibition  prerequisites of Section 36 para. (1)
                  GWB, or

                  the one month period pursuant to Section 40 para. (1) sentence
                  1 GWB has expired, unless the Federal Cartel Office has stated
                  to enter into an examination of the  Transaction in accordance
                  with Section 40 para. (1) sentence 1 GWB, or

                  the Federal Cartel Office has cleared the Transaction pursuant
                  to Section 40 para. (2) sentence 1 GWB, or

                  the  examination  period  set forth in  Section  40 para.  (2)
                  sentences 2 and 3 GWB and the agreed extension period, if any,
                  has  expired,  unless the Federal  Cartel  Office has issued a
                  decision to prohibit the Transaction;

                  Provided  that  neither  Party  shall  grant its  consent  and
                  approval to any extension of the  examination  period  without
                  the prior written consent of the respective other Party.

            (ii)  The  transactions   contemplated  by  this  Agreement  may  be
                  lawfully   consummated   pursuant  to  the   Hart-Scott-Rodino
                  Antitrust  Improvements  Act of 1976 (as  amended) and further
                  antitrust approvals required for the transactions contemplated
                  by this Agreement including in Russia and South Africa;

            (iii) There is no injunction or other court or governmental order or
                  litigation  (to the extent  not  initiated  by the  Purchaser)
                  prohibiting the Parties from consummation of this Agreement or
                  the transactions  contemplated  herein, and no application for
                  such order and no such  litigation is pending or threatened by
                  or on behalf of a governmental  authority  including any court
                  or regulatory body;

<PAGE>
                                       25


            (iv)  The  government  of the  Federal  Republic  of Germany and the
                  government  of  the  State  of  North   Rhine-Westphalia  have
                  unconditionally  approved of the transactions  contemplated by
                  this Agreement;

            (v)   [intentionally left blank];

            (vi)  Neither the  Purchaser  nor the  Purchaser's  Guarantor are in
                  Material Breach of the guarantees given in Section 11;

            (vii) The  Seller is not in  Material  Breach of the  covenants  set
                  forth in  Section  15 or the  guarantees  given by  Seller  in
                  Sections 8, 12.2 and 13.2;

           (viii) No Material  Adverse  Change has  occurred  since  October 1,
                  2006;

            (ix)  [intentionally left blank];

            (x)   The Seller has  delivered  to the  Purchaser  the  Stand-Alone
                  Financial Statements (as defined in Section 8.7 below) and the
                  Stand-Alone  Financial  Statements  and those other  financial
                  statements  to be  delivered in  accordance  with Section 15.6
                  reconciled  to US GAAP in  accordance  with the  provisions of
                  this Agreement, including Section 15.6 below;

            (xi)  The Company 2006 Financial  Statements (as defined below) have
                  been adopted  (festgestellt) by the Company in accordance with
                  the applicable rules;

            (xii) The  Seller  has  provided  the  Purchaser  with a copy of the
                  termination  of the Profit and Loss  Transfer  Agreement  with
                  effect  as of  December  31,  2006  and  with  a  copy  of the
                  respective  filing  with  the  commercial  register,   and  if
                  available,  an  excerpt  of the  commercial  register  to that
                  effect and the Seller has provided a statement that the profit
                  has been transferred to the Seller;

           (xiii) The Finance Agreements have been terminated with effect as of
                  the Closing Date;

            (xiv) The  amendment  to the Social  Charter as  attached  hereto as
                  Exhibit 7.1.1(xiv) has been executed by the relevant parties;

            (xv)  The Company has entered into a real estate purchase  agreement
                  substantially  in the  form  as  attached  hereto  as  Exhibit
                  7.1.1(xv)(a)  and taking  into  account the changes set out in
                  Exhibit  7.1.1(xv)  (b),  which are subject to the approval by
                  the seller of the real property, by which the real property in
                  Lunen as marked in red on the plan attached  hereto as Exhibit
                  7.1.1(xv) (c) will be purchased by the Company;

            (xvi) The Forward  Purchase  Agreement  has been entered into by the
                  parties thereto;

           (xvii) No later than by February  15,  2007,  the Seller  shall have
                  delivered  to  the  Purchaser  that  certain   written  report
                  prepared by Deloitte & Touche related to

<PAGE>
                                       26


                  the  matters  referred  to  in  Section  10.2  (the  "Deloitte
                  Report")   and   the   substance,    findings,   results   and
                  recommendations  of such written report shall not disclose any
                  matters  (other than  matters  related to Belarus,  Russia and
                  Kazakhstan  as  disclosed  to the  Purchaser's  Guarantor  and
                  Purchaser's advisors in Washington, D.C., on December 6, 2007)
                  that  individually  or in  the  aggregate  result  in  or  can
                  reasonably  be  expected  to result in Losses  (as  defined in
                  Sections  10.2 and 10.5 third and fourth  sentence - the "10.2
                  Losses") of any Group Company, the Purchaser or the Purchaser'
                  Guarantor  in excess of EUR  3,000,000  (in words:  Euro three
                  million);

          (xviii) The Seller and the  Purchaser  have  reached an agreement in
                  accordance with Section 7.1.8(iii).

            Any Closing  Condition  pursuant to subpara.  7.1.1(i) and 7.1.1(ii)
            shall be deemed to be  fulfilled  upon  delivery  of a notice by the
            Purchaser  to  the  Seller   confirming  the   fulfillment  of  such
            condition.

7.1.2       Waiver  of  Closing   Conditions.   The   Purchaser  may  waive  the
            satisfaction  of  the  Closing   Conditions  set  forth  in  Section
            7.1.1(vii) through (xv), (xvii) and (xviii) by written notice to the
            Seller.  The  Seller  may  waive  the  satisfaction  of the  Closing
            Condition  set forth in Section  7.1.1(vi) by written  notice to the
            Purchaser.  The effect of a waiver  shall be limited to  eliminating
            the respective  Closing Condition and shall not prejudice any claims
            either Party may have on the basis of any circumstances  relating to
            the non-fulfillment of such Closing Condition.

7.1.3       Efforts to Fulfill  Closing  Conditions.  Each Party  shall use best
            efforts to ensure that those of the Closing  Conditions which cannot
            be waived by such Party will be fulfilled as soon as possible.

7.1.4       Notification.  As soon as all  Closing  Conditions  have been either
            fulfilled or waived,  the Seller and the  Purchaser  shall  mutually
            notify each other thereof.

7.1.5       MAC  Determination.  In the event that,  prior to the  Closing,  the
            Purchaser  determines  that the  conditions  set  forth  in  Section
            7.1.1(vii)  or  (viii)  have  not  been  satisfied,  or  the  Seller
            determines that the condition set forth in Section 7.1.1(vi) has not
            been satisfied,  the Party which is entitled to waive such condition
            shall  promptly  notify the other  Party of such  determination  and
            provide the other Party with a written  statement  setting forth the
            basis of such determination (the "MAC Determination Notice").

            In the event that the other Party disagrees with such determination,
            it  shall  within  five  Business  Days  of the  receipt  of the MAC
            Determination Notice notify the informing Party of such disagreement
            and provide the informing Party with the statement setting forth the
            basis of such disagreement (the "MAC Dispute Notice").

            The MAC Dispute  Notice shall promptly be submitted by the Seller or
            the  Purchaser for  resolution  to Professor Dr. Horst  Eidenmuller,
            Munich and finally  determined  within  fifteen  Business Days after
            submission whether the conditions set forth in Section 7.1.1(vii) or
            (viii) or Section  7.1.1(vi)  have been  satisfied  or not and which

<PAGE>
                                       27


            determination  shall be final  and  binding  upon the  Parties  (the
            "Final MAC  Determination").  In the event that  Professor Dr. Horst
            Eidenmuller  is not able or  willing  to decide  on the MAC  Dispute
            Notice Section 5.2.1 third sentence shall apply mutatis mutandis. In
            the event the MAC Dispute  Notice has been  delivered the conditions
            set  forth  in  Sections  7.1.1(vii)  and  7.1.1(viii)  and  Section
            7.1.1(vi)  respectively,  shall not be deemed to have been satisfied
            until the delivery of the Final MAC Determination unless the Parties
            have agreed otherwise.  The costs of Professor Dr. Eidenmuller shall
            be allocated in  accordance  with  Section 91 ZPO,  applied  mutatis
            mutandis.

7.1.6       Withdrawal.  In the event that the Closing  Conditions  - other than
            the conditions set forth in Section  7.1.1(vi) and, only in case the
            lack of  execution  of the  Forward  Purchase  is due to a fault  of
            Bucyrus,  (xvi) - have not been  fulfilled  or waived (if capable of
            being  waived)  prior to or on September  30, 2007 the Purchaser may
            withdraw  (zurucktreten) from this Agreement.  In the event that the
            Closing  Conditions  pursuant to Sections 7.1.1(vi) or, only in case
            the lack of execution  of the Forward  Purchase is due to a fault of
            Bucyrus, 7.1.1(xvi) have not been fulfilled or waived prior to or on
            September 30, 2007 the Seller may withdraw  (zurucktreten) from this
            Agreement.  In the event  that any  Closing  Condition  set forth in
            Section 7.1.1(i) through  7.1.1(iv) has not been fulfilled or waived
            (if  capable of being  waived)  prior to or on  September  30,  2007
            either Party may withdraw from this  Agreement.  The withdrawal must
            be stated by  written  notice to the  respective  other  Party.  The
            effect  of  a  withdrawal   shall  be  limited  to  eliminating  the
            obligations of the Party to consummate  this Agreement and shall not
            prejudice any claims the withdrawing  Party may have on the basis of
            any  circumstances  relating to the  non-fulfillment  of any Closing
            Condition.

7.1.7       Change of Control  in  Purchaser.  If at any time after the  Signing
            Date and until the  beginning of the Closing,  (i) the HT Shares are
            no longer held  personally  by HT, (ii)  Professor  Dr.  Heinrich M.
            Schulte is (x) no longer able to exercise his rights as  shareholder
            (e.g. in case of legal incapacity - Geschaftsunfahigkeit)  or (y) no
            longer the sole  shareholder of HT or (z) no longer holds the shares
            in HT for his own  benefit  and  account  free  of any  Third  Party
            entitlements  or rights other than security  interests  approved and
            requested  by the  Purchaser  or (iii)  Professor  Dr.  Heinrich  M.
            Schulte is (y) no longer able to act as  managing  director of HT or
            (z)  not  longer  acting  as  the  sole  managing  director  of  HT,
            irrevocably  appointed  until and  including  the  Forward  Purchase
            Closing Date with no intention of his  dismissal or  resignation  or
            (iv) HT has any  further  operations  or  assets  other  than the HT
            Shares  or has any  further  business  purpose  than to hold  the HT
            Shares,  either Party which  becomes  aware of those  changes  shall
            inform the other Party in writing without undue delay.  Upon receipt
            of such information, the Parties shall undertake the following:

            (i)   Upon request of the Seller, Purchaser's Guarantor shall advise
                  Bucyrus  to  exercise   its  right  under  the   Shareholders'
                  Agreement  and request the sale and  transfer of the HT Shares
                  to a third party  designated  by the Seller and the  Purchaser
                  jointly; or

<PAGE>
                                       28


            (ii)  if such third party could not be jointly  designated within 30
                  Business Days after  Seller's  request,  the Purchaser and the
                  Seller  shall take all actions  necessary so that Seller or an
                  Affiliate  of Seller  shall  replace HT as the owner of the HT
                  Shares and Seller or Sellers'  Affiliate  shall become a party
                  to  the  Shareholders'  Agreement  and  the  Forward  Purchase
                  Agreement.

7.1.8       Disclosures in the Deloitte Report.

            (i)   If the Deloitte  Report  contains  matters  other than matters
                  related to Belarus, Russia and Kazakhstan (as disclosed to the
                  Purchaser's  Guarantor and Purchaser's advisors in Washington,
                  D.C.,  on  December  6,  2007)  that  individually  or in  the
                  aggregate  result or can  reasonably  be expected to result in
                  10.2  Losses  of  any  Group  Company,  the  Purchaser  or the
                  Purchaser's  Guarantor of up to EUR 3,000,000 (in words:  Euro
                  three million), the Purchaser shall have the following rights:
                  (y) the Purchaser may request from the Seller that, subject to
                  the fulfillment or the waiver of the other Closing Conditions,
                  the Transaction is consummated in accordance with Section 7.2,
                  and the Purchaser  may claim from the Seller the  compensation
                  of the 10.2 Losses;  or (z) prior to Closing the Purchaser may
                  request from the Seller that,  subject to the  fulfillment  or
                  the waiver of the other Closing Conditions, the Transaction is
                  consummated  in accordance  with Section 7.2 and the Purchaser
                  may claim  from the  Seller  the  payment  of the 10.2  Losses
                  multiplied by 6 (in words: six), provided that nothing in this
                  Section   7.1.8  shall   limit   Purchaser's   and   Purchaser
                  Guarantor's  rights  pursuant to Section  10.2. In this event,
                  notwithstanding   anything  else  in  this  Agreement  to  the
                  contrary,  neither  the  Purchaser  nor the  Seller  shall  be
                  entitled  to  withdraw  from this  Agreement  pursuant to this
                  clause. If the Closing  Condition in Section  7.1.1(xviii) has
                  been waived by the Purchaser,  Purchaser's claims are governed
                  by Section 10.2 without applying the factor 6.

            (ii)  If the Deloitte  Report  contains  matters  other than matters
                  related to Belarus, Russia and Kazakhstan (as disclosed to the
                  Purchaser's  Guarantor and Purchaser's advisors in Washington,
                  D.C.,  on  December  6,  2007)  that  individually  or in  the
                  aggregate  result or can  reasonably  be expected to result in
                  10.2  Losses  of  any  Group  Company,  the  Purchaser  or the
                  Purchaser's  Guarantor in excess of EUR  3,000,000  (in words:
                  Euro three  million),  the Purchaser and the Seller shall have
                  the following  rights:  (x) the Purchaser may request from the
                  Seller that,  subject to the  fulfillment or the waiver of the
                  other Closing  Conditions,  the  Transaction be consummated in
                  accordance  with Section 7.2 and the  Purchaser  may claim the
                  compensation  of the 10.2 Losses;  or (y) prior to Closing the
                  Purchaser  may claim from the Seller the  compensation  of the
                  10.2 Losses  multiplied by 6 (in words: six) in which case the
                  Seller  shall  have  the  right  to  (A)  withdraw  from  this
                  Agreement  in  accordance  with  Section  7.1.6  and,  for the
                  avoidance of doubt,  neither the Purchaser nor the Purchaser's
                  Guarantor  shall be entitled to any  claims,  compensation  or
                  payments  (other than the break up fee in accordance  with the
                  requirements  set forth in detail in  Section  7.3) under this
                  Agreement  or  in  accordance  with  applicable  law,  or  (B)
                  acknowledge the claim in full made by

<PAGE>
                                       29


                  the   Purchaser  in  writing  and  request,   subject  to  the
                  fulfillment of the other Closing Conditions,  the consummation
                  of the  Transaction in accordance  with Section 7.2 and effect
                  payment  on the  Closing  Date to  Purchaser  of an  aggregate
                  amount equal to the acknowledged  10.2 Losses multiplied by 6,
                  provided  that  nothing  in this  Section  7.1.8  shall  limit
                  Purchaser's  and  Purchaser  Guarantor's  rights  pursuant  to
                  Section 10.2.

            (iii) The Seller and the Purchaser  shall negotiate in good faith in
                  order to agree on the  amount  to be paid in  accordance  with
                  Section 7.1.8(i) which shall, if not otherwise agreed, be paid
                  on the Closing Date.

7.2         Closing

7.2.1       Closing  Events.  The Closing (as defined below) shall take place on
            the last Business Day (in  Frankfurt am Main,  Germany) of the month
            in which the Closing  Conditions  provided for in Section  7.1.1(i),
            7.1.1(ii),   7.1.1(iv),  7.1.1(x)  through  7.1.1(xviii)  have  been
            fulfilled  or their  satisfaction  has been  waived (if capable of a
            waiver)  provided  that (a) Closing  shall in no event occur earlier
            than (x) 5 days after the Stand-Alone  Financial  Statements and, as
            applicable,  those other  financial  statements  to be  delivered in
            accordance  with  Section  15.6  reconciled  to US GAAP  as  further
            described in Section 15.6, first sentence, below have been delivered
            to the  Purchaser  and (y)  March  30,  2007,  and (b) if the  final
            Closing Condition listed in Section 7.1.1(i), 7.1.1(ii),  7.1.1(iv),
            7.1.1(x)  through  7.1.1(xviii)  is fulfilled or waived within three
            Business  Days before the last  Business Day (in  Frankfurt am Main,
            Germany) of a month,  the Purchaser shall have the right to postpone
            the Closing to the last Business Day (in Frankfurt am Main, Germany)
            of the following month or such other date as mutually agreed upon by
            the Parties, and further provided in each case that on such date the
            other Closing  Conditions  have been and continue to be fulfilled or
            waived as well. On such date,  the Parties shall meet at the offices
            of Skadden, Arps, Slate, Meagher & Flom LLP in Frankfurt am Main, or
            at such other location as mutually agreed upon by the Parties, where
            the events mentioned below (the "Closing Events";  the occurrence of
            which in their entirety shall  constitute the "Closing")  shall take
            place.  The Closing  Events  pursuant to Section 7.2.2 through 7.2.4
            shall occur simultaneously (Zug-um-Zug).

7.2.2       Closing Events to be performed by the Purchaser: The Purchaser shall

            (i)   deliver the Purchaser's Confirmation; and

            (ii)  pay the  Preliminary  Purchase Price to the Seller pursuant to
                  Section 4.3.1; and

            (iii) cause the issuance of the Consideration Shares; and

            (iv)  deliver the  Purchaser's  Bank Guarantee (as defined below) to
                  the extent that the  Seller's  Group has not been  released by
                  the Purchaser in accordance with Section 14.3; and

<PAGE>
                                       30


            (v)   deliver certified copies of the notarized agreements set forth
                  in Exhibits 2.6 and 2.7; and

            (vi)  pay the  Preliminary  Cash Pool Balance to the Seller,  if the
                  Cash Pool Balance shows a receivable of the Seller against the
                  Company.

7.2.3       Closing Events to be performed by the Seller: The Seller shall

            (i)   procure that the Directors and Officers of the Group Companies
                  set forth in Exhibit  7.2.3(i)  have  stated in writing  their
                  resignation or absent such resignation  dismiss such Directors
                  and Officers, effective as of the Closing Date; and

            (ii)  deliver the Professor Dr. Schulte Confirmation; and

            (iii) deliver a guarantee by RAG Beteiligungs  AG,  substantially in
                  the form as  attached  in  Exhibit  7.2.3(iii)  by  which  RAG
                  Beteiligungs  AG agrees  to join as a party to this  Agreement
                  and guarantees the fulfillment of Seller's  obligations  under
                  this Agreement as a primary obligor; and

            (iv)  deliver to the Purchaser an acknowledgment by RBV with respect
                  to the form  and  substance  of the  guarantees  set  forth in
                  Sections 8.1 through 8.3 as they relate to RBV,  substantially
                  in the form set out in Exhibit 7.2.3(iv) ; and

            (v)   pay the Preliminary  Cash Pool Balance to the Company,  if the
                  Cash Pool Balance is a receivable  of the Company  against the
                  Seller; and

            (vi)  assign the receivable against the Company in the amount of the
                  Preliminary Cash Pool Balance to the Purchaser.

7.2.4       Closing Events to be performed by both the Purchaser and the Seller:
            Both the Purchaser and the Seller shall and, with respect to the RBV
            Share only the Seller  shall  procure  that RBV will  execute one or
            more notarial  deeds by which the Seller Share and the RBV Share are
            assigned  (abtreten)  to the  Purchaser  and a  draft  of  which  is
            attached as Exhibit 7.2.4 (i).

            The date on which all Closing  Events have been  performed  shall be
            the "Closing Date". The Parties agree that the Consolidated  Closing
            Date  Financial  Statements  shall be drawn up as of the last day of
            the  relevant  month,  if the Closing  Date has occurred on the last
            Business Day of such month,  unless events  occurring after the last
            Business  Day (in  Frankfurt  am  Main)  and on or  before  the last
            calendar  day of the relevant  month would  affect the  Consolidated
            Closing  Date  Financial  Statements,  in which case these  shall be
            established as of the Closing Date.

7.2.5       Waiver of Closing  Events.  The Seller may waive each of the Closing
            Events  set  forth  in  Section  7.2.2  by  written  notice  to  the
            Purchaser,  and the Purchaser  may waive each of the Closing  Events
            set forth in Section  7.2.3 by  written  notice to the  Seller.  The
            effect of a waiver shall be limited to eliminating the need that the
            respective Closing

<PAGE>
                                       31


            Event is being  performed at the Closing and shall not prejudice any
            claims the Seller or, as the case may be, the  Purchaser may have on
            the basis of any circumstances  relating to the  non-performance  of
            such Closing Event.

7.2.6       Closing  Confirmation.  After all Closing Events have been performed
            or waived,  the Seller and the Purchaser  shall confirm in a written
            document to be jointly executed by the Seller and the Purchaser (the
            "Closing  Confirmation") that all Closing Events have been performed
            or waived and that the Closing has  occurred.  For the  avoidance of
            doubt,  unless  specifically  set  forth  otherwise  in the  Closing
            Confirmation, the legal effect of such statement shall be limited to
            serve as evidence  that all Closing  Events have been  performed  or
            waived and that the  Closing  has  occurred,  but shall not limit or
            prejudice  in any manner  the rights of the Seller or the  Purchaser
            arising under this Agreement or under applicable law.

7.2.7       Withdrawal.  In the  event  that  any  Closing  Event  has not  been
            performed or waived within 15 (fifteen)  Business Days from the date
            the Closing should take place in accordance with Section 7.2.1,  (i)
            the Seller may withdraw from this Agreement by written notice to the
            Purchaser,  unless  the  non-performance  of the  Closing  Events is
            within the control of or the  responsibility  of the Seller  stating
            the  withdrawal  and (ii)  the  Purchaser  may  withdraw  from  this
            Agreement   by   written   notice   to  the   Seller,   unless   the
            non-performance  of the  Closing  Events is within the control of or
            the responsibility of the Purchaser, stating the withdrawal, in each
            case provided that the withdrawal shall be deemed void and shall not
            have any  effect if at the time when the notice is  received  by the
            other Party all Closing Events have been performed.

7.3         No shop;  Breakup Fee. As from the Signing  Date until  beginning of
            the Closing,  the Seller and RBV shall not, and shall not permit any
            Group  Company  or  any  of  the  directors,   managers,   officers,
            employees,  agents or advisors thereof to, initiate, solicit, pursue
            or encourage (by way of  furnishing  information  or otherwise)  any
            inquiries or proposals, or enter into any discussions,  negotiations
            or agreements  (whether  preliminary or definitive) with any Person,
            contemplating or providing for any merger, acquisition,  purchase or
            sale of  equity  or all or  substantially  all of the  assets or any
            business  combination  or change in control of any Group  Company or
            the Business,  or providing any business or financial information to
            any Person.  In the event that the Closing is not consummated  since
            (i) the Seller has not  complied  with its  obligation  in  Sections
            7.1.1(x) through 7.1.1(xv),  7.1.1(xvii),  7.2.3 or 7.4, or due to a
            Material  Breach  pursuant  to  Section  7.1.1(vii),  and  (ii)  the
            Purchaser or Seller pursuant to Section 7.1.8(ii)(A)  withdraws from
            this  Agreement  in  accordance  with its terms and (iii) the Seller
            enters,  prior to September 30, 2007,  into any  agreement  with any
            other person regarding the sale, lease,  pledge or other disposition
            of all or  substantially  all of the  assets of the  Company  or the
            Seller,  or the  sale of any  capital  stock of the  Company  or the
            Seller, or a merger,  consolidation or other acquisition proposal or
            any other  event or  transaction  resulting  in a change of  control
            (directly or  indirectly)  of any Group  Company  (other than any of
            such  transactions  due to a  restructuring  solely  within  the RAG
            Aktiengesellschaft  Affiliates (each an "Alternative  Transaction"),
            the Seller  shall pay to the  Purchaser  a breakup  fee equal to the
            amount of EUR 10,000,000 (in words: ten million Euro).  Such payment
            shall  become due  concurrent  to the  closing  of such  Alternative
            Transaction. The Seller

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                                       32


            shall without undue delay notify the Purchaser of the execution of a
            definitive agreement relating to any Alternative Transaction and the
            consideration it is entitled to receive in connection therewith.

8.          Guarantees of the Seller

            The Seller hereby guarantees (garantiert) to the Purchaser by way of
            an independent guarantee within the meaning of Section 311 BGB that,
            except as specifically disclosed or cross referenced in any schedule
            enclosed  to this  Section 8  (herein  collectively  referred  to as
            "Disclosure  Schedules")  or any  Exhibit  of  this  Agreement,  the
            following statements are complete and correct as of the Signing Date
            and the Closing Date, unless it is specifically  provided for that a
            guarantee  shall  be  made as of a  different  date,  whereby  it is
            understood  by the Parties  that the Seller  shall be liable for any
            breaches of the  representations  in this Section 8 irrespective  of
            any  fault  of the  Seller  (verschuldensunabhangig),  the  Seller's
            liability  shall  be  subject  to the  modalities  and  limitations,
            including de minimis amounts,  thresholds and maximum  amounts,  set
            forth in Section 9, and in view of these  modalities and limitations
            the  guarantees in this Section 8 shall not constitute a warranty of
            the  condition   (Beschaffenheitsgarantie)  within  the  meaning  of
            Section 444 BGB. The  guarantees  contained in this Section 8 do not
            apply  to  any  Environmental  Matters,   Environmental  Permits  or
            Environmental Laws as defined in Section 12 of this Agreement, which
            are dealt with  exclusively  in Section 12 and Tax matters which are
            exclusively dealt with in Section 13.

8.1         Shares.  The Seller and RBV have free and clear  title to the Seller
            Share and RBV Share  respectively.  The Shares are  validly  issued,
            fully paid, not repaid and non-assessable. The Shares constitute the
            entire registered share capital of the Company.  The Shares are free
            and  clear  of any  security  interests,  liens,  pledges,  or other
            encumbrances  or Third Party rights or right of any Affiliate of the
            Seller  and  are  not  subject  to  any  transfer   restrictions  or
            pre-emption or similar  acquisition  rights except as set out in the
            articles of  association  of the Company.  There are no  outstanding
            subscriptions, options, warrants, subscription rights, conversion or
            exchange rights or other contracts or commitments that could require
            any  Group  Company  to  issue,  sell or  otherwise  cause to become
            outstanding any capital stock other than to any Group Company. There
            are no outstanding subscriptions,  options,  warrants,  subscription
            rights,   conversion  or  exchange  rights  or  other  contracts  or
            commitments  that could require any Group Company to issue,  sell or
            otherwise cause to become  outstanding any capital stock.  There are
            no  outstanding  or authorized  stock  appreciation,  phantom stock,
            profit participation,  or similar rights with respect to the Company
            or any Subsidiary.

8.2         Status  of  the  Seller  and  RBV.  The  Seller  and  RBV  are  duly
            incorporated  and validly  existing  under the laws of Germany.  The
            execution  and   performance   of  this   Agreement  and  any  other
            transactions  contemplated  by this Agreement by both the Seller and
            RBV are within each of their  respective  corporate  and  individual
            powers, do not violate the articles of association of the Seller and
            RBV and, subject to Section 7.1.1(iv),  have been duly authorized by
            all necessary corporate and

<PAGE>
                                       33


            shareholder  actions.  As of the Signing Date,  neither  bankruptcy,
            insolvency nor similar  proceedings  have been applied for or opened
            over  the  assets  of the  Seller  or RBV or  denied  due to lack of
            sufficient   assets.   The  Seller  and  RBV  are  neither  illiquid
            (zahlungsunfahig) nor over-indebted  (uberschuldet).  This Agreement
            constitutes  legal,  valid and  binding  obligations  of the  Seller
            enforceable in accordance with its terms.

8.3         Absence  of  Violations.  The  execution  and  delivery  of, and the
            performance  by the Seller and RBV of their  obligations  under this
            Agreement and any other transactions  contemplated by this Agreement
            (i) will not result in a breach of any  provision of their  articles
            of association or equivalent constitutional documents, (ii) will not
            result in a breach of or constitute a default  under any  instrument
            to which the Seller or RBV are a party or by which the Seller or RBV
            are bound and which is material  in the context of the  transactions
            contemplated by this Agreement, (iii) do not require any approval by
            any governmental  authority (other than those referred to in Section
            7.1.1)  or any  corporate  or  shareholders  action  and (iv) do not
            result  in a  breach  of any  law,  statute,  regulation,  directive
            (including such of the European  Union),  ordinance,  administrative
            regulation,  order, judgment,  decision,  notice,  decree,  permits,
            awards or other legal norms of any court or  governmental  agency or
            any  other  public  body  or  arbitration  tribunal  or  institution
            ("Regulations"),  by  which  the  Seller,  RBV or  any of the  Group
            Companies, are bound.

<PAGE>
                                       34


8.4         Corporate Status of Group Companies.

8.4.1       The  statements  made in Sections  2.1 through  2.3  (including  the
            Exhibits  thereto)  are  correct.   The  Group  Companies  are  duly
            incorporated and validly existing under the laws of their respective
            jurisdiction.

8.4.2       No bankruptcy,  insolvency or similar  proceedings have been applied
            for or opened over any of the Group  Companies or denied due to lack
            of  sufficient  assets.  To the  Seller's  Knowledge  there exist no
            circumstances that would justify the opening of such proceedings; in
            particular none of the Group Companies is illiquid (zahlungsunfahig)
            or over-indebted (uberschuldet).

8.4.3       The Seller has prior to the Signing Date  submitted to the Purchaser
            complete and correct  copies of the current  articles of association
            and of any shareholders' agreement of the Group Companies as in form
            as of the Signing Date.

8.4.4       Except  as  disclosed  in  Disclosure  Schedule  8.4.4  there are no
            resolutions  or  other  actions  which  have to be  registered  in a
            Commercial  Register or at a comparable  authority or competent body
            or person prior to the Signing Date.

8.4.5       Except as set forth in Disclosure Schedule 8.4.5, or contemplated by
            this  Agreement,  no Group  Company  is party to any  voting  trust,
            proxy,  or other  agreement  or  understanding  with  respect to the
            voting of its Interest and other capital stock.

8.4.6       Disclosure  Schedule  8.4.6  contains,  as of the  Signing  Date,  a
            complete and correct  list  (including  all current  members) of any
            supervisory  board,   advisory  board,   shareholder'  or  partners'
            committees and any similar  corporate body  established in any Group
            Company.

8.5         Interests in the Subsidiaries.

8.5.1       The Company holds, directly or indirectly,  the Subsidiary Interests
            as described in Section 2.3. The  Subsidiary  Interests are free and
            clear of any liens and  encumbrances  or third party rights,  except
            for rights created under statutory law or articles of associations.

8.5.2       Other than the Interest in the Subsidiaries,  the Group Companies do
            not hold - either  directly,  indirectly  or in trust - any  shares,
            interests  or  equity   (including,   without   limitation,   silent
            partnerships and  sub-participations)  in, and have not entered into
            any  agreement  to hold any  shares,  interests  or  equity in or to
            establish, any other entity. None of the Group Companies is party to
            any joint venture, consortium,  partnership or other syndicate other
            than those listed in Disclosure Schedule 8.5.2.

8.6         No Pending Business Transactions.  As of the Closing Date, except as
            set forth in Disclosure Schedule 8.6, no Group Company is a party to
            any agreement  relating to the  acquisition  or sale of or a similar
            transaction  involving any Interests in other Legal  Entities or any
            material   asset   or   business    (Betrieb)   or   parts   thereof
            (Betriebsteile), other than agreements which have already been fully
            performed by all parties thereto.

<PAGE>
                                       35


8.7         Stand-Alone  Financial  Statements.  Attached in Disclosure Schedule
            8.7 are the unqualified audited,  consolidated  financial statements
            of the Company as of December 31, 2005 (including prior year figures
            for the  financial  year 2004) and the unaudited  interim  condensed
            consolidated  financial statements of the Company for the nine-month
            period ended September 30, 2006,  consisting of consolidated balance
            sheets, consolidated income statements,  statements of cash-flow and
            statements of changes in the shareholders'  equity  respectively (in
            each case except for the  financial  statements  as of December  31,
            2004,  together  with  footnotes)  which  have  been  prepared  on a
            stand-alone  basis using the  cost-of-sales  and completed  contract
            method and in accordance with IFRS, as adopted by the EU, applied on
            a  stand-alone  basis at the  Company.  The Seller will submit on or
            before  the  Closing  Date  to  the  Purchaser  unqualified  audited
            consolidated  financial statements of the Company as of December 31,
            2006;  the  Seller  and the  Purchaser  shall  prior to the  Closing
            notarize such financial statements for the period ending on December
            31,  2006 to make those an  integral  part of this  Agreement.  Such
            financial  statements  as of December 31,  2004,  December 31, 2005,
            September 30, 2006 and December 31, 2006 are hereinafter referred to
            as  the  "Stand-Alone   Financial   Statements").   The  Stand-Alone
            Financial Statements comply with IFRS, as adopted by the EU and give
            a true and  fair  view of the net  assets,  financial  position  and
            results of the operations of the Company on a consolidated  basis as
            at the respective dates and for the respective periods to which they
            relate in accordance with requirements of IFRS as adopted by the EU.

8.8         IP Rights

8.8.1       Owned IP Rights.  Disclosure  Schedule 8.8.1 contains a complete and
            correct  list  of all IP  Rights  (other  than  know-how)  owned  or
            co-owned by any Group  Company as of the Signing  Date and which are
            necessary  and used for the  manufacturing  of the  products  by the
            Group Companies or otherwise material for the respective business of
            the Group  Companies  (the "Owned IP Rights").  Disclosure  Schedule
            8.8.1 correctly  states for each such Owned IP Right (if applicable)
            the type,  applicable register,  application or other identification
            data in the  respective  jurisdiction  and owner or applicant.  With
            respect to patents,  utility  models and design  rights,  Disclosure
            Schedule  8.8.1  also  sets  out  the  maximum   remaining  term  of
            protection available.

8.8.2       No Encumbrances.  Each Group Company is the  unrestricted  legal and
            beneficial  owner of the  Owned IP  Rights  and no Owned IP Right is
            encumbered with any rights of any Third Party,  including the Seller
            and the  Seller's  Affiliates,  other than any other Group  Company,
            subject to the disclosure in Disclosure Schedule 8.8.4.

8.8.3       Maintenance.  Except as disclosed in Disclosure  Schedule  8.8.3 (i)
            the Group  Companies  have duly  maintained  all Owned IP Rights and
            have paid when due all registration and renewal fees to maintain all
            registrations  with any  regulatory  authority  with  respect to the
            Owned IP Rights and with respect to  trademarks  have  complied with
            the applicable  use  requirements  (Benutzungspflichten),  if deemed
            commercially reasonable by management of the Group Companies. Except
            as disclosed in Disclosure  Schedule 8.8.3 (ii) no Group Company has
            granted a license

<PAGE>
                                       36


            with  respect to any Owned IP Rights to any Third  Party  other than
            any other Group Company.

8.8.4       No Challenges.  Except as disclosed in Disclosure Schedule 8.8.4, as
            of the Signing Date the validity of the Owned IP Rights has not been
            challenged  or disputed  in any way by any Third  Party  (including,
            without limitation, by any registration authorities), and there are,
            to the  Seller's  Knowledge,  no  circumstances  on  which  any such
            challenge or dispute could be based. To Seller's Knowledge as of the
            Signing Date,  none of the Owned IP Rights are being violated by any
            third party.

8.8.5       Licensed  Intellectual  Property Rights.  Disclosure  Schedule 8.8.5
            contains a complete  and correct  list of all  licenses to IP Rights
            (including IP Rights based on the employees' invention  legislation)
            other than licenses for standard software which have been granted by
            Third  Parties or the  Seller or  Seller's  Affiliates  to the Group
            Companies (hereinafter collectively referred to as the "Licenses").

            Unless explicitly  indicated otherwise in Disclosure Schedule 8.8.5,
            the  Group  Companies  have the full and  unencumbered  right to the
            Licenses and all  Licenses  are in full force and effect.  The Group
            Companies  have complied with all material terms of the Licenses and
            have paid all  license  fees under the  Licenses as and when due. To
            Seller's  Knowledge as of the Signing  Date,  there are presently no
            circumstances  under any License  which  could  result in a right of
            termination,  revocation or cancellation  by the relevant  licensor.
            The Group  Companies  have not been  notified in  writing,  that the
            validity  nor  the use of the  Licenses  is or is  threatened  to be
            challenged  or disputed  in any way by any Third  Party  (including,
            without limitation, by any registration authorities).

8.8.6       No Further  Rights  Required.  The Owned IP Rights and the  Licenses
            constitute  the entire rights and licenses with respect to IP Rights
            which the Group  Companies  need in order to carry on their business
            as presently conducted.

8.8.7       Third Party Rights Infringements.  Except as disclosed in Disclosure
            Schedule 8.8.7 none of the Group Companies presently violates or has
            been  notified  in the last two (2) years to have  infringed  any IP
            Rights of any Third Party.

8.8.8       Know How. To Seller's Knowledge, the Group Companies are able to use
            the  know-how  which the Group  Companies  need in order to carry on
            their business as conducted on the Closing Date.

8.8.9       Employee Inventions and Right to Inventions.  Except as set forth in
            Disclosure Schedule 8.8.9, the Group Companies have full,  exclusive
            and  unencumbered  rights to all inventions  which have been made by
            their  employees  or  contractors  within the scope of the  relevant
            employment  or contract to the extent such rights have been obtained
            from the respective employees or contractors. To the extent specific
            employees'   invention   legislation  applies  (including,   without
            limitation,     the     German     Employees'     Inventions     Act
            (Arbeitnehmererfindergesetz)), the Group Companies have asserted all
            rights,  and  complied  with  all  obligations  (including,  without
            limitation,  all payment  obligations)  arising  under the  relevant
            legislation with respect

<PAGE>
                                       37


            to the inventions, if the management of the respective Group Company
            has deemed it beneficial  for the business of the  respective  Group
            Company.  Since  January 1, 2005 no employee of the Group  Companies
            has raised in writing claims with respect to employee inventions and
            to  Seller's   Knowledge  there  are  no  circumstances   which  may
            reasonably be expected to give a right to any such claims.

8.9         Assets, Inventories and Receivables; Information Technology.

8.9.1       Owned Assets and Inventories.  The Group Companies are the legal and
            beneficial  owner of all assets  (Anlagevermogen)  (other  than real
            estate  or  IP  Rights)  and  of  all  inventories  (Umlaufvermogen)
            (collectively "Assets and Inventories") which have been reflected in
            the  Stand-Alone   Financial   Statements  (the  "Owned  Assets  and
            Inventories"), except for Assets and Inventories (i) which have been
            disposed of in the  Ordinary  Course of  business  since the cut-off
            date of the respective  Stand-Alone  Financial  Statements,  or (ii)
            which are  subject  to  customary  retention  of title  arrangements
            (branchenubliche  Eigentumsvorbehalte  und  Zessionen) of suppliers.
            The owned Assets and Inventories  are in sound and usable  condition
            subject to normal wear and tear.

8.9.2       Ownership;  No  Encumbrances.  Except  as  disclosed  in  Disclosure
            Schedule 8.9.2,  the Owned Assets and Inventories are not encumbered
            with  any  Encumbrances  in  favor of any  Third  Party,  including,
            without  limitation,  Seller or Seller's  Affiliates  except for (i)
            retention  of title  rights,  liens,  pledges or security  rights in
            favor of landlords,  suppliers, mechanics, workmen, carriers and the
            like created by statutory  law or  contractual  obligations  (to the
            extent  that the  creation  of such Lien or  Encumbrance  is not the
            primary purpose of such  contract),  (ii) security rights granted to
            banks and other financial institutions under their general terms and
            conditions  (Allgemeine  Geschaftsbedingungen)  over cash, and other
            assets deposited with such banks or financial institutions or rights
            of third parties created by operation of law,  including pledges and
            other  security   rights  in  favor  of  tax  authorities  or  other
            governmental  entities,  and (iii)  easements and similar  rights in
            real property  which do not materially  impair the respective  Group
            Company's  ability to conduct  its  business  on the  relevant  real
            property as presently conducted.

8.9.3       Real Property.

            (i)   Disclosure  Schedule 8.9.3 (a) includes for each Group Company
                  a correct and  complete  list of all Owned Real  Property  and
                  there are no declarations that have to be registered with such
                  registers and which registrations have not been affected as of
                  the  Signing  Date.  The  Seller  has  made  available  to the
                  Purchaser  copies  of the  deeds  and  other  instruments  (as
                  recorded)  by which the Company or a  Subsidiary  acquired the
                  Owned  Real  Property  and  copies  of  all  title   insurance
                  policies, opinions, abstracts and surveys in the possession of
                  the Company or such Subsidiary and relating to such Owned Real
                  Property. Except as set forth on Disclosure Schedule 8.9.3(a):
                  (i) the  Company  and the  Subsidiaries  have good,  valid and
                  marketable title to the Owned Real Property, free and clear of
                  all  Encumbrances  other than those with  respect to the Owned
                  Real   Property  in  Germany   shown  in  the  land   register
                  (Grundbuch);

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                                       38


                  (ii) other than,  with respect to Owned Real Property  located
                  in Germany, as shown in the land register (Grundbuch), neither
                  the  Company nor any  Subsidiary  has  assigned,  transferred,
                  conveyed, mortgaged, leased, deeded in trust or encumbered any
                  interest in the Owned Real Property.

            (ii)  Disclosure  Schedule  8.9.3(b) contains a complete and correct
                  list of all Leased Real Property  used by the Group  Companies
                  for the operation of their primary business  operations or for
                  which  the  Group  Companies  pay  rent,   (collectively   the
                  "Leases") and Seller has made available to Purchaser  complete
                  copies (if  available at the  respective  Group  Companies) of
                  such Leases  prior to the Signing  Date.  With respect to each
                  such Lease:  (i) the Company or a  Subsidiary  has a valid and
                  assignable interest or estate in such Lease, free and clear of
                  all Encumbrances, (ii) such Lease is in full force and effect,
                  valid and  enforceable  against the Company or a Subsidiary in
                  accordance  with its terms;  and (iii) neither the Company nor
                  the   Subsidiary,   as  applicable,   has  assigned,   sublet,
                  transferred,   conveyed,   mortgaged,   deeded   in  trust  or
                  encumbered any interest in the Lease.

            (iii) There  are no  claims,  litigation  or  proceedings  which are
                  pending  against  the  Real  Property  or the  Company  or any
                  Subsidiary  with respect to the Real Property.  The applicable
                  zoning of each parcel of Real  Property  permits the operation
                  of the business presently being conducted on such parcel.

8.9.4       Information  Technology.  Except as  described  in Section 17.2 each
            Group Company  either owns or the Group Company has a valid right or
            license to use three months after the Closing Date (unless a shorter
            period  stipulated  in the  contractual  arrangements)  the computer
            hardware,  software, networks and other information technology other
            than   standard   office   software    (collectively    "Information
            Technology")  which is necessary  for such Group  Company to conduct
            its current business.

8.10        Material  Agreements,   Largest  Customers  and  Largest  Suppliers,
            Change-of-Control.

8.10.1      Material  Agreements.  Disclosure  Schedule  8.10.1 includes for the
            Group  Companies a correct and complete list of all of the following
            agreements  under  which,  as  of  the  Signing  Date,  any  primary
            contractual obligation  (Hauptleistungspflicht) of any party has not
            yet been  fulfilled  (the  "Material  Agreements").  Seller has made
            available  copies of the Material  Agreements to Purchaser  prior to
            the Signing Date.

            (i)   Agreements for the sale of goods manufactured, or for services
                  rendered,  by any Group Company and  agreements for the supply
                  with goods and  services,  in each case with a value in excess
                  of EUR 10,000,000;

            (ii)  agreements  for  or  relating  to  joint  ventures,  strategic
                  alliances,  joint  development  of  products or other forms of
                  cooperation  relating to the conduct of a part of the business
                  of the Group Companies;

<PAGE>
                                       39


            (iii) credit  agreements with any Group Company (other than relating
                  to  any  intercompany  debt  towards  any  Group  Company)  as
                  borrower or a lender (other than under the Finance Agreement),
                  bonds,  notes  or  other  instruments   evidencing   financial
                  indebtedness  of any Group  Company other than relating to any
                  intercompany debt towards any Group Company, in each case with
                  a  principal  amount  (including  interests)  in excess of EUR
                  100,000;

            (iv)  guarantees,  suretyships  (Burgschaften),  letters  of comfort
                  (Patronatserklarungen),  performance  or  warranty  bonds  and
                  similar  instruments  issued (i) by any Group  Company for any
                  debt of third parties for an amount of EUR 100,000 or more per
                  item,  (ii) or  issued  by any  Third  Party as  security  for
                  obligations  of any of the  Group  Companies  (other  than the
                  Seller's Guarantees as defined below);

            (v)   agreements  to sell,  otherwise  dispose  of or  purchase  any
                  assets   (excluding   inventories),   including  the  sale  of
                  Interests  in other  undertakings,  businesses  or real estate
                  entered  into  since  December  31,  2005  other  than  in the
                  Ordinary Course;

            (vi)  sale and lease back transactions;

            (vii) agreements  with  authorized  dealers   (Vertragshandler)   or
                  commercial    agents    (Handelsvertreter)    or   consultancy
                  agreements;

           (viii) Licenses which provide for annual  royalties in excess of EUR
                  20,000;

            (ix)  Leases  which  provide  for an  annual  rent in  excess of EUR
                  250,000 or a fixed term longer than one year;

            (x)   service agreements  (including framework  agreements) or other
                  agreements       containing       continuing       obligations
                  (Dauerschuldverhaltnisse)   (except  for   agreements   listed
                  elsewhere   in   this   Section   or   utilities,   mail   and
                  telecommunication  services and employment  agreements)  which
                  (i) provide for an annual remuneration of EUR 250,000 or a one
                  time payment of EUR 250,000 or more in the individual case and
                  (ii) has a fixed term or a notice period of more than 1 year;

            (xi)  agreements  prohibiting  or  limiting  the  ability of a Group
                  Company to engage in any business  activity or to compete with
                  any  person  (including  any  exclusive  purchasing  or  sales
                  agreements).

8.10.2      Status of the Material Agreements. As of the Signing Date, except as
            disclosed in Disclosure Schedule 8.10.2, (i) the Material Agreements
            are in full force and effect,  (ii) no party to a Material Agreement
            has given a written notice of  termination,  (iii) none of the Group
            Companies  which is a party to a Material  Agreement is in breach of
            any  material  provisions  of the Material  Agreement,  and (iv) the
            Group   Companies   have  not  been   notified  in  writing  by  the
            counterparty  to the Material  Agreement that the  respective  Group
            Company is in breach of the term of such Material Agreement or

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                                       40


            that the counterparty to the Material Agreements wishes to terminate
            or  otherwise  cancel the  Material  Agreement,  and (v) to Seller's
            Knowledge as of the Signing Date no counterparty is in breach of the
            Material Agreements.

8.10.3      Material  Agreements with change of control  provisions.  Disclosure
            Schedule  8.10.3 contains a list of such Material  Agreements  which
            provide  for the  other  party a right to  terminate  or  materially
            supplement  or amend the  respective  Material  Agreement due to the
            execution or the consummation of this Agreement.

8.10.4      Largest Customers and Largest Suppliers.  Disclosure Schedule 8.10.4
            contains a complete and correct list of the 10 largest customers and
            the 10 largest  suppliers of the Group Companies taken as a whole as
            measured by the business volume for the period  starting  January 1,
            2005 and ending on December 31, 2005 and the period starting January
            1, 2006 and ending on October 31, 2006.

8.11        Employees

8.11.1      List of Key  Employees.  Prior to the Signing  Date,  the Seller has
            submitted  to the  Purchaser  a  correct  and  complete  list  as of
            December 7, 2006 of the Group  Companies' (i) Directors and Officers
            and  (ii)  individuals  listed  in  Disclosure   Schedule  8.11.1(i)
            (collectively   the  "Key  Employees")  whose  contracts  have  been
            disclosed  to  the  Purchaser  if so  indicated  therein,  including
            relevant information on (i) the respective  position/occupation  and
            (ii) the gross  annual  salary.  Except  as set forth in  Disclosure
            Schedule  8.11.1  (ii)  as of the  Signing  Date,  none  of the  Key
            Employees has given or received written notice of termination of his
            or her  employment  or has  entered  into a  cancellation  agreement
            (Aufhebungsvereinbarung).  None of the Key  Employees  has indicated
            that he or she will terminate its employment due to the consummation
            of this Agreement.

8.11.2      List of Employees.  Disclosure  Schedule  8.11.2  includes as of the
            Signing Date a correct and complete  list setting out for each Group
            Company the total  number of  employees  and their split by function
            (production and administration).

8.11.3      Collective Agreements. Disclosure Schedule 8.11.3 includes a correct
            and  complete  list,  as of the Signing  Date,  of all  material (i)
            reconciliation  of interest  agreements  (Interessenausgleiche)  and
            social  plans  (Sozialplane),   and  (ii)  collective  arrangements,
            whether in the form of general commitments (Gesamtzusagen), standard
            terms  of  employment   (vertragliche   Einheitsregelungen),   works
            agreements   (Betriebsvereinbarungen),   company  works   agreements
            (Gesamtbetriebs-   vereinbarungen)   or   group   works   agreements
            (Konzernvereinabrungen),     collective     bargaining    agreements
            (Tarifvertrage)  or in any other legal form  including past practice
            (betriebliche  Ubung)  to which  any  Group  Company  is bound  (the
            "Collective Agreements"),  with the exception of the pension schemes
            and arrangements referred to in Section 8.11.5 below.

8.11.4      Labor  Disputes.  Except as disclosed in Disclosure  Schedule 8.11.4
            hereto as of the Signing Date, no Group Company is experiencing  any
            strike or lockout of their  employees,  dispute with  unions,  works
            councils or other bodies of employee

<PAGE>
                                       41


            representatives   before  any  court,   governmental   authority  or
            arbitrator   (including   any   proceedings   pending   before   any
            conciliation committee  (Einigungsstellenverfahren)) and relating to
            labor relations or employment matters of a general nature (including
            lay-offs,    restructurings,    general   working    conditions   or
            discrimination),  except,  in each case, for matters which could not
            reasonably  be expected to result in losses in excess of EUR 100,000
            and except for individual  proceedings  regarding  unfair  dismissal
            (Kundigungsschutzverfahren).

8.11.5      Pension  Agreements.  Disclosure  Schedule 8.11.5 lists all plans or
            arrangements  to which the Group Companies are bound with respect to
            pensions,  indicating  the  relevant  benefits  and  indicating  the
            relevant total number of active,  retired and other former employees
            or former managing  directors being covered by the relevant  pension
            plan or pension  arrangement.  Further,  Disclosure  Schedule 8.11.5
            lists all plans or  arrangements  to which the Group  Companies  are
            bound  with  respect  to  any  other  retirement,  death,  sickness,
            medical,  disability,  severance,  bonus or incentive pay,  deferred
            compensation  or welfare or long service  awards  (Jubilaumszusagen)
            benefit in respect of any of their employees, Key Employees,  former
            employees or former managing  directors (or any dependant  thereof),
            other  than  (i)  employers'   contributions  to  statutory  pension
            schemes,  health  and  unemployment  insurance  and other  statutory
            employee benefit schemes,  (ii) benefits  provided by the agreements
            referred to in Section 8.11.3 or the employment contracts of the Key
            Employees,  (iii)  vacation  or  sick  pay,  (iv)  or any  insurance
            policies  funding  the  benefit  of  employees  (including  workers'
            compensation  or  accident  insurance)  or (v)  any  funded  benefit
            schemes  (including  defined  benefit or  contribution  schemes  and
            payments  to life  insurance  companies)  financed  by way of salary
            deductions  (Gehaltsumwandlung)  (all of the  above,  including  the
            schemes  referred  to  under  (i) to (v),  collectively  the  "Group
            Companies  Benefit Plans").  All  contributions  and other payments,
            whether arising by operation or law or by agreement, due and payable
            from the Group  Companies  with respect to employees,  Key employees
            and former employees or former managing directors under the terms of
            the Group  Companies  Benefit  Plans have been duly paid and will be
            duly paid until Closing Date, or, if this reflects  Ordinary Course,
            have  been  accrued  and  will  until  Closing  Date be  accrued  in
            accordance with the respective Stand Alone Financial Statements.  To
            the extent  applicable  contributions to the Pension  Guarantee Fund
            (Pensionssicherungsverein)  or to external  pension vehicles such as
            pension funds (Pensionskassen),  life insurance companies or support
            funds  (Unterstutzungskasse)  have  been  duly  made in the  past in
            accordance with the respective applicable local GAAP regulations and
            will be duly made until the Closing  Date.  The pension  payments of
            the Company were in the last five years prior to the Closing Date in
            accordance with Section 16 German Act on Company Pension. Since 2001
            onwards any closures,  freeze,  changes or  terminations  of pension
            plans or  arrangements  have been carried out in accordance with the
            applicable  Regulations.  There are no assets  related  to the Group
            Companies  Benefit  Plans  and  designed  to fund the  corresponding
            obligations  that  are  held  by  RAG   Aktiengesellschaft   or  its
            Affiliates  which would have to be  transferred in order to continue
            to be available to the beneficiaries.

8.11.6      All Group Companies Benefit Plans are in substantial compliance with
            their terms and all  applicable  laws.  None of the Group  Companies
            Benefit Plans maintained in the US

<PAGE>
                                       42


            is or has been subject to Title IV of the U.S.  Employee  Retirement
            Income Security Act of 1974, as amended  ("ERISA") within the past 5
            years. None of the Group Companies  contributes or has in the past 5
            years  contributed  to a  multiemployer  plan (as defined in Section
            3(37)  of  ERISA).   Each  of  the  Group  Companies  Benefit  Plans
            maintained  in the United  States  and  intended  to be  "qualified"
            within the meaning of Section  401(a) of the U.S.  Internal  Revenue
            Code of 1986,  as amended,  has  received a favorable  determination
            letter  as to such  qualification  from  the U.S.  Internal  Revenue
            Service. None of the Group Companies has any obligations for retiree
            health and life benefits  under any Group  Companies  Benefit Plans.
            There are no  claims or other  proceedings  pending  or to  Seller's
            Knowledge  threatened  with  respect  to the  assets  of  any  Group
            Companies  Benefit  Plans (other than routine  claims for  benefits)
            that  would  give rise to a  material  liability  against  any Group
            Companies  Benefit  Plan.  The  execution  of this  Agreement or the
            transactions contemplated thereby will not (i) entitle any employees
            of the Group  Companies  who are  employed  in the United  States to
            severance pay or any increase in severance pay upon any  termination
            of employment  after the date hereof or (ii)  accelerate the time of
            payment or vesting  or result in any  payment or funding  (through a
            grantor trust or otherwise) of  compensation  or benefits  under, or
            increase  the  amount  payable  or  result  in  any  other  material
            obligation pursuant to, any of the Group Companies Benefit Plans.

8.11.7      The Group Companies have a long term incentive program in place, the
            description  of which has been  provided to  Purchaser  prior to the
            Signing Date.  The  principles  are attached in Disclosure  Schedule
            8.11.7.  No further  plans of such nature exist which would bind any
            Group  Company or would  entitle  any  Directors  or Officers or any
            employee  of  the  Group  Companies  to  claims  against  the  Group
            Companies.

8.11.8      Except as disclosed  in  Disclosure  Schedule  8.11.8 no term in any
            employment   contract  or  service   agreement   provides  that  the
            consummation of this transaction  entitles any Key Employee to treat
            the change of control as a breach of the  contract or entitles  them
            to any payment or additional notice period or to treat themselves as
            redundant or otherwise dismissed or released from any obligation.

8.11.9      Except as disclosed in Disclosure  Schedule  8.11.9,  there exist no
            claims of the employees,  Key Employees,  former employees or former
            managing   directors  or  dependants  thereof  vis-a-vis  the  Group
            Companies in relation to personal  injury which were brought against
            the Group Companies  during the last six months prior to the Signing
            Date and/or which are still pending.

8.12        Permits; Compliance; Public Subsidies

8.12.1      Permits.  Except as disclosed in Disclosure Schedule 8.12.1 (i) each
            Group  Company  holds or has  filed  for all  governmental  permits,
            licenses  and  other  public  law  approvals  (offentlich-rechtliche
            Genehmigungen)  which are required by the applicable  Regulations to
            conduct  its  business  as  currently   conducted  in  all  material
            respects,  except for  Environmental  Permits which are  exclusively
            reflected in Section 12 (the "Permits").  To the Seller's  Knowledge
            no such  Permit  has  been  cancelled,  withdrawn  or  revoked  by a
            competent authority and no Group Company has received any written

<PAGE>
                                       43


            notice by any such authority that it intends to cancel,  withdraw or
            revoke any such Permit.

8.12.2      Compliance with Permits.  Except as disclosed in Disclosure Schedule
            8.12.2,  each Group  Company is and,  to the extent that on or after
            the Closing Date a Third Party could raise a claim,  has been in all
            material  respects in compliance  with the Permits in the respective
            jurisdictions of the Group Companies.  To the Seller's Knowledge, no
            Group Company has received any notice from a governmental  authority
            of any  failure  to comply  with the terms of any  Permit  except as
            disclosed  in  Disclosure   Schedule  8.12.2.  The   representations
            contained  in this  Section  8.12.2  shall  not apply to any laws or
            Permits  relating to intellectual  property rights or  Environmental
            Matters  and  Environmental  Laws  or Tax  matters  which  shall  be
            exclusively   provided   for  in   Sections   8.8,   12.2  and  13.2
            respectively.

8.12.3      Compliance  with Laws.  The Group  Companies  are and, to the extent
            that on or after the Closing Date a Third Party could raise a claim,
            have been  operated  in  compliance  with all  material  binding and
            mandatory  applicable  Regulations.  The guarantee contained in this
            Section  8.12.3  shall not apply to any laws or Permits  relating to
            intellectual   property  rights,   or   Environmental   Matters  and
            Environmental  Laws  or  Tax  matters  which  shall  be  exclusively
            provided for in Sections 8.8, 12.2 and 13.2 respectively. No product
            or service manufactured, sold, distributed or delivered by the Group
            Companies does or, to the extent that on or after the Closing Date a
            Third  Party  could  raise a claim,  did  contravene  or violate any
            Regulations.  Without  limiting  the  foregoing  none  of the  Group
            Companies (including any of their officers,  directors or employees)
            has,  directly or indirectly,  used any corporate funds for unlawful
            contributions,  gifts,  entertainment  or  other  unlawful  expenses
            relating to political  activity,  made,  offered or  authorized  any
            unlawful  payment to foreign or  domestic  government  officials  or
            governmental  employees,  whether  directly or indirectly,  or made,
            offered or authorized any unlawful bribe, rebate, payoff,  influence
            payment,   kickback  or  other  similar  unlawful  payment,  whether
            directly or indirectly,  in order to obtain or retain any businesses
            for the Group Companies  except for any of the foregoing which is no
            longer  subject to potential  claims of violation as a result of the
            expiration of the  applicable  statute of  limitations.  Each of the
            Group Companies has established the internal controls and procedures
            intended to ensure the compliance with applicable Regulations.

8.12.4      Subsidies.  Except as disclosed in Disclosure  Schedule  8.12.4,  no
            Group Company has received or applied for public grants (Zuschusse),
            allowances,   aids  (including  tax  benefits)  or  other  subsidies
            (Subventionen)  during a period of three  years prior to the Signing
            Date (collectively the "Public  Subsidies").  Except as disclosed in
            Disclosure Schedule 8.12.4, no competent  governmental authority has
            notified  any Group  Company  that it is obliged to repay in full or
            part any of the Public  Subsidies  received by it as a result of any
            failure by it to comply  with the terms and  conditions  of any such
            subsidy.

8.13        Product Liability.  Except as disclosed in Disclosure Schedule 8.13,
            there are no product or service  warranty  (including  claims due to
            late delivery), product liability (Produkthaftung) or similar claims
            pending or, to Seller's Knowledge, threatened

<PAGE>
                                       44


            against any Group  Company and no Group  Company  has  received  any
            pending written order from any competent  governmental  authority or
            other  organization to recall any of the products  manufactured  and
            delivered by it.

8.14        Insurance.

8.14.1      Disclosure  Schedule  8.14.1 includes a correct and complete list of
            all insurance policies maintained relating to the assets, businesses
            or operations of the Group Companies.  All such policies are in full
            force and  effect  and  there  are no  claims  by any Group  Company
            pending  under any of such  policies as to which  coverage  has been
            questioned,  denied or disputed by the  insurer.  The  Purchaser  is
            aware  of the fact  that  such  policies  as far as they  have  been
            provided under RAG  Aktiengesellschaft  group  insurance  agreements
            will not be continued after the Closing Date.

8.14.2      Disclosure Schedule 0 includes a list as of December 12, 2006 of all
            claims  that  have  arisen  since  2004  exceeding  an amount of EUR
            100,000  against any insurance  company in the past 3 years prior to
            the Signing Date.

8.15        Litigation.  Except as disclosed in Disclosure Schedule 8.15 hereto,
            there is no claim, action, suit,  litigation,  arbitration,  pending
            (nor,  to the  Seller's  Knowledge,  is any Third Party  pursuing an
            inquiry,  proceeding or  investigation)  and to Seller's  Knowledge,
            none have been threatened, either before court, arbitration tribunal
            or any governmental authority (gerichtliche Rechtsstreitigkeiten und
            Schiedsverfahren),    including   administrative    proceedings   or
            investigations  (Verwaltungsgerichts-  oder Verwaltungsverfahren) or
            criminal  proceedings or  investigations  (i) involving an amount in
            excess of EUR 200,000  (excluding  costs and fees) (ii) or which has
            or would  have a material  negative  impact on the  business  of the
            respective Group Company.

8.16        Conduct Of Business. Except as disclosed in Disclosure Schedule 8.16
            and  except  for any  transaction  contemplated  by or any  facts or
            events disclosed in this Agreement since December 31, 2005 until the
            Signing Date,

            (i)   the  Company  did not pay or declare  any  dividend  or made a
                  hidden  distribution  to the  Seller  and / or its  Affiliates
                  (excluding the Group Companies) (the "Seller's Group)"; and

            no Group Company

            (ii)  unless agreed by Purchaser,  materially changed its accounting
                  (including   valuation   and   consolidation)    policies   or
                  procedures,  except as required due to a concurrent  change in
                  generally accepted accounting principles;

            (iii) made any  borrowings  (Darlehensaufnahme)  other than from the
                  Seller's Group or in excess of EUR 5,000,000;

            (iv)  issued any  guarantees for borrowed money other than borrowing
                  from the Seller's Group or exceeding EUR 5,000,000;

<PAGE>
                                       45


            (v)   sold any shareholding or business;

            (vi)  made an investment in any other undertaking other than a Group
                  Company;

            (vii) increased or  committed  to increase or otherwise  promised to
                  increase the remuneration, bonuses or other incentives payable
                  (in each case in cash) to any Key Employee or established  any
                  new or  increased  benefits  under or  otherwise  amended  and
                  existing Group Companies Benefit Plan;

           (viii) entered into any transaction outside the Ordinary Course;

            (ix)  suffered  any  damage,  destruction  or  other  casualty  loss
                  (whether  or not  covered  by  insurance)  in an amount of EUR
                  1,000,000  or more or which  otherwise  adversely  affects the
                  business or assets of the Group Companies as a whole;

            (x)   has been subject to or  threatened  by any strikes,  walkouts,
                  work  stoppages,  slow-downs or lockouts,  or had any material
                  change in its  relations  with  third  parties  including  its
                  employees,    customers,   suppliers   or   any   governmental
                  authorities or other public bodies;

            (xi)  increased  or  reduced  its share  capital  or  issued,  sold,
                  transferred or agreed to issue,  sell or transfer any Interest
                  or other securities,  or issued, granted or sold, or agreed to
                  issue,  grant or sell,  any options,  rights or warrants  with
                  respect thereto;

            (xii) made or agreed to make, any capital  expenditures with respect
                  to fixed  assets  in  excess  of an  aggregate  amount  of EUR
                  30,000,000  (the Group Companies  made,  however,  all capital
                  expenditures  on fixed  assets  at least in a manner  and at a
                  time consistent with its prior practice); or

           (xiii) made any material  change in its  research  and  development,
                  manufacturing,  purchasing,  selling,  pricing,  marketing  or
                  personnel practices.

8.17        Finders'  Fees. No Group Company has any  obligation or liability to
            pay any fees or  commissions  to any  broker,  finder or agent  with
            respect to this Agreement and the  consummation of the  transactions
            contemplated hereby.

8.18        Private  Placement.  The Seller (a) is an  "accredited  investor" as
            defined  in Rule  501(a)  of  Regulation  D  promulgated  under  the
            Securities Act of 1933, as amended (the  "Securities  Act"),  (b) is
            able to bear the economic  risk of losing its entire  investment  in
            the  Consideration  Shares,  and (c) has knowledge and experience in
            financial and business matters such that it is capable of evaluating
            the risks and merits of this  investment.  The  Seller  acknowledges
            that it is acquiring the  Consideration  Shares for its own account,
            and not with a view to any  distribution,  resale,  subdivision,  or
            fractionalization  thereof in violation of the Securities Act or any
            other applicable securities law, and the Seller has no present plans
            to enter into any contract,

<PAGE>
                                       46


            undertaking,  agreement or  arrangement  for any such  distribution,
            resale,  subdivision,  or  fractionalization  of  the  Consideration
            Shares. The Seller  acknowledges and agrees that, based in part upon
            its  guarantees  contained  herein and in reliance  upon  applicable
            exemptions,  the issuance of the Consideration Shares will not as of
            the  Closing  Date be  registered  under the  Securities  Act or the
            securities  laws  of any  jurisdiction  and  that  accordingly,  the
            Consideration Shares may not be offered for sale, sold, or otherwise
            transferred  in whole  or in part,  except  in  compliance  with all
            applicable laws, including securities laws.

            The certificate(s)  representing the Consideration Shares shall bear
            a legend stating in substance:

            THE  OFFERING  AND  SALE  OF  THE  SECURITIES  REPRESENTED  BY  THIS
            CERTIFICATE  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
            1933, AS AMENDED,  OR THE SECURITIES LAWS OF ANY STATE. ANY TRANSFER
            OF SUCH SECURITIES WILL BE INVALID UNLESS AND UNTIL REGISTERED UNDER
            SAID  ACT  OR  SUCH  TRANSFER  IS  EXEMPT  FROM  REGISTRATION.   THE
            SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  ARE ALSO  SUBJECT  TO
            LIMITATIONS  ON TRANSFER SET FORTH IN THE SHARE  PURCHASE  AGREEMENT
            DATED  DECEMBER 16,  2006, A COPY OF WHICH CAN BE OBTAINED  FROM THE
            ISSUER.

            Any subsequent  certificates  issued in respect of the Consideration
            Shares shall bear a similar  legend until removed as set forth below
            or  otherwise  removed in  accordance  with law.  Upon  request of a
            holder of  Consideration  Shares in connection with a public sale of
            such securities in compliance with applicable Regulations (including
            the  Securities  Act) or a sale  permitted  pursuant  to Rule 144(k)
            promulgated under the Securities Act, the Purchaser shall remove the
            first  sentence of the legend set forth above from the  certificates
            evidencing such securities or issue to such holder new  certificates
            therefore  free of such legend.  Upon any transfer of  Consideration
            Shares in compliance  with Section  15.4(ii)  hereof,  the Purchaser
            shall remove the second  sentence of the legend set forth above from
            this  certificate  evidencing  such  securities  or  issue  to  such
            transferee new certificates therefore free of such legend.

8.19        Accuracy  of  Information.  The Seller has not failed to disclose to
            the Purchaser  any material  facts  relating to the Group  Companies
            which are reasonably likely to have prevented a prudent business man
            from entering into this Agreement as notarized.

8.20        Seller's  Knowledge.  If and  to the  extent  this  Agreement  makes
            reference  to  "Seller's  Knowledge"  Seller shall be deemed to have
            knowledge of any facts or circumstances which the present members of
            the management board  (Vorstand) of the Seller,  the present members
            of the  management  board of the Company  and the persons  listed in
            Schedule 8.20 actually have as of the Signing Date after  reasonable
            inquiries or do not have due to gross negligence  (grob  fahrlassige
            Unkenntnis).

8.21        Materiality.  For the purposes of  calculating  any Breach or Losses
            (as defined below) the  qualification to materiality as contained in
            Section 8.12.3 and Section 12.2 shall be disregarded.

<PAGE>
                                       47


9.          Remedies for Breach of Guarantees

9.1         Breaches.  In the event that any of the statements made in Section 8
            is incorrect (a "Breach"),  the Seller shall put the Purchaser or at
            the  Purchaser's  own and free discretion any of the Group Companies
            into the  position  that it would have been in if the Breach had not
            occurred  (Naturalrestitution).  If and to the extent the Seller has
            not cured the Breach within a reasonable  time period,  but no later
            than  two  months  after  receipt  of a  Claim  Notice  (as  defined
            hereinafter) from the Purchaser,  or such restitution is impossible,
            or the Seller finally refuses  (verweigert  ernsthaft und endgultig)
            to make  restitution  in kind, the Seller shall pay to the Purchaser
            the amount of any  Losses  which the  Purchaser  or any of the Group
            Companies has incurred or suffered as a result of the Breach. "Loss"
            or "Losses" are all damages  according to Section 249 et seqq.  BGB,
            excluding - except where  specifically  set forth  otherwise in this
            Agreement  - with  respect  to all claims  other  than  Third  Party
            Claims,  however,  consequential or indirect damages  (Folgeschaden,
            mittelbare Schaden) and loss of profits (entgangener Gewinn). Except
            where specifically set forth otherwise in this Agreement,  a Loss or
            Losses  relating  to all  claims the  Purchaser  may have under this
            Agreement (including Third Party Claims) shall in no event encompass
            income taxes  payable as a result of any  indemnity or other payment
            or other  compensation,  loss of  prospective  business,  loss of or
            damage to reputation, frustrated expenses (vergebliche Aufwendungen)
            within the meaning of Section 284 BGB, internal  administration  and
            overhead costs or any losses based on the argument that the purchase
            price  for the  Shares  was  calculated  on the  basis of  incorrect
            assumptions or information.  Any Losses shall be computed net of any
            related present or future advantages and benefits (including avoided
            losses,  tax benefits and savings  directly  related to the relevant
            matter (Vorteilsausgleich)).

9.2         Notification,  Investigation  and  Cooperation.  The Purchaser shall
            notify the Seller in writing of any Breach  within  twenty  Business
            Days after it becomes  aware of the facts  believed to  constitute a
            Breach,  stating in  reasonable  detail the nature  thereof  and the
            estimated amount involved (the "Claim Notice");  provided,  however,
            that the  failure  or delay of the  Purchaser  to  provide  any such
            written  notice  shall not limit the  Purchaser's  right to  recover
            Losses except to the extent such failure or delay is  prejudicial to
            the defense of such claim.  The Purchaser shall give the Seller such
            information  and assistance,  as the Seller or its advisors  request
            for the purpose of investigating  the matter or circumstance  giving
            rise to such Breach.  The  Purchaser  shall take and shall cause the
            respective Group Company to take all steps which the Seller requests
            from the Purchaser for the purpose of any remedial action. If and to
            the extent a claim under Section 8 exists,  all reasonable costs and
            expenses  incurred by the Purchaser shall be borne by the Seller; if
            and to the extent a claim under Section 8 does not exist,  all costs
            and expenses incurred by the Seller shall be borne by the Purchaser.

9.3         Third Party Claims. If the Purchaser  discovers that any Third Party
            including  any   governmental   authority   takes  or  threatens  by
            notification  in writing to take any action which may give rise to a
            claim under Section 8 (the "Third Party Claim"), the

<PAGE>
                                       48


            Purchaser  shall notify the Seller  within 20 Business Days after it
            becomes aware  thereof  about any such Third Party Claim;  provided,
            however,  that the failure or delay of the  Purchaser to provide any
            such written notice shall not limit the Purchaser's right to recover
            Losses except if such failure or delay is prejudicial to the defense
            of such Third Party Claim.

9.3.1       Seller shall have the right to defend and control the defense of the
            Third Party Claim with  counsel of its own choice;  in such case the
            Purchaser  shall have the right to be  represented by counsel of its
            choice and to attend the  defense of the Third Party Claim for which
            it seeks indemnity from the Seller at its own expense. The Purchaser
            shall not, and shall cause the Group  Companies not to,  compromise,
            dispose of or settle any Third Party  Claim or assume any  liability
            in connection  with any Third Party Claim without the Seller's prior
            written consent (which may not unreasonably be withheld).  No action
            by the Seller or its  representatives in connection with the defense
            shall be construed as an acknowledgment (whether express or implied)
            of  the  Purchaser's  Claim  (as  defined  below)  or of  any  facts
            underlying or related to such claim.  If the Seller elects to defend
            and control  the  defense of the Third Party Claim the Seller  shall
            indemnify the  Purchaser,  or at Purchaser's  discretion,  the Group
            Companies  accordingly  pursuant  to this  Section  9 for  the  Loss
            suffered  by  the  Group  Companies  and  shall  hold  harmless  the
            Purchaser or, at Purchaser's  discretion,  the Group  Companies from
            any Third Party Claim.  The Seller shall not compromise,  dispose of
            or settle any Third Party Claim  without  Purchaser's  prior written
            consent  (which  may  not   unreasonably   be  withheld),   if  such
            compromise,  disposition  or  settlement  would  provide  any remedy
            against  Purchaser or Purchaser's  Affiliates other than the payment
            of monetary damages.

9.3.2       If Seller  does not assume the  defense of such Third  Party  Claim,
            Purchaser may assume such defense with counsel of its own choice; in
            such case the Seller may elect to  participate in the defense of any
            such Third Party Claim for which indemnity is sought with counsel of
            its choice at its own expense.  The  Purchaser  shall not, and shall
            cause the Group Companies not to,  compromise,  dispose of or settle
            any Third Party Claim or assume any liability in connection with any
            Third Party Claim without the Seller's prior written  consent (which
            may not unreasonably be withheld).

9.3.3       In the event the  Seller  elects  to  assume or  participate  in the
            defense of a Third Party Claim, the Purchaser shall, and shall cause
            Group Companies to fully cooperate with the Seller in the defense of
            any Third Party Claim.  The Purchaser in particular  shall  provide,
            and shall cause the Group Companies to provide, the Seller with such
            information  and  assistance  as  the  Seller  or its  advisors  may
            reasonably  request  to  investigate  or to defend  the Third  Party
            Claim.

9.3.4       If and to the extent a claim  under  Section 8 exists and  Purchaser
            assumes the defense thereof as provided above,  all reasonable costs
            and expenses  incurred by the  Purchaser  in such  defense  shall be
            borne by the Seller.

9.4         Exclusion  of  Liability.  The  Seller  shall not be liable  for any
            Breach,  and the Purchaser  shall not be entitled to bring any claim
            under  Section 8  against  the  Seller  (individually  a "Claim"  or
            collectively "Claims"), if and to the extent that:

<PAGE>
                                       49


9.4.1       the underlying facts, circumstances, and events forming the basis of
            a Claim (anspruchsbegrundende Umstande gema(beta) ss. 199 Abs. 1 Nr.
            2 BGB)  have  been  specifically  disclosed  in  Section  8 and  its
            Disclosure  Schedules  or in the  Exhibits  to  this  Agreement,  or
            appropriately  cross  referenced  in  the  Disclosure  Schedules  or
            Exhibits. Section 442 BGB and Section 377 HGB shall be excluded with
            respect to any facts not so disclosed;

9.4.2       the amount of the Claim has been  reimbursed  from a Third  Party or
            under any insurance policy. Provided, however, the Purchaser and the
            Seller  shall  discuss  in good  faith  whether  it is  commercially
            reasonable to seek  reimbursement  under any insurance policy of the
            Purchaser or any Group Company taking into account the  compensation
            for Losses by Seller and the eventual increase in insurance premiums
            caused by such reimbursement; or

9.4.3       the  Purchaser  or  any  of  its  Affiliates  including  Purchaser's
            Guarantor  and,  after the Closing Date,  the Group  Companies  (but
            excluding HT or any other  Affiliates  of HT, but  including for the
            avoidance of doubt Purchaser's Guarantor),  or after the Closing any
            of the Group Companies,  has caused (verursacht oder  mitverursacht)
            such Claim or failed to  mitigate  damages  pursuant  to Section 254
            BGB; or

9.4.4       the matter to which the Claim relates has been taken into account in
            the calculation of the Closing Date Net Cash.

9.5         De Minimis and Threshold. The Seller shall only be liable for Claims
            if (i) the actual  individual  Claim  exceeds EUR 150,000 (in words:
            Euro one hundred fifty thousand) (the "De Minimis Amount"), and (ii)
            the aggregate  amount with respect to all actual  Claims  (excluding
            claims which do not exceed the De Minimis  Amount in the  individual
            case)  exceeds EUR  3,000,000  (in words:  Euro three  million) (the
            "Threshold") in which case the Seller shall be liable for the entire
            amount  (Freigrenze).  Serial or related  claims shall be deemed one
            individual Claim.

9.6         Maximum  Liability.  Subject  to  claims  under  the  Tax  indemnity
            pursuant to Section 13 below  which shall be uncapped  and shall not
            be applied against the liability cap stated in this Section 9.6, the
            maximum  liability of the Seller for all claims  Purchaser  may have
            under this Agreement  shall be limited to USD 250,000,000 (in words:
            US Dollars two hundred fifty  million)  except for Claims  resulting
            from a Breach of Seller  pursuant  to Section  8.1 and 8.2 for which
            the maximum  liability of the Seller  (including  all other  Claims)
            shall be  limited  to the  Purchase  Price to the extent it has been
            received by the Seller.

9.7         Limitation Period. If not otherwise set forth in this Agreement, all
            Claims shall be time-barred (verjahren) after the lapse of 24 months
            from and  including  the Closing Date except for Claims  pursuant to
            Section  8.1 and 8.5 which  shall be  time-barred  5 years after the
            Closing  Date and Claims  pursuant to Section  8.12.3 which shall be
            time-barred 3 years after the Closing Date.

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                                       50


9.8         Suspension of Limitation.  The limitation period for each individual
            Claim shall only be suspended  (gehemmt) in accordance  with Section
            209 BGB by a timely  notification  of the Seller for such individual
            claim pursuant to Section 9.2, provided that the Purchaser initiates
            a  court  proceeding  within  three  months  after  receipt  of  the
            notification by the Seller. Section 203 BGB shall not apply.

9.9         No further  Rights or other  Guarantees.  The Parties agree that the
            rights and remedies  which the Purchaser may have against the Seller
            for a Breach  or any  other  breach  of any  obligation  under  this
            Agreement shall be exclusively  governed by this  Agreement.  Except
            for claims for specific performance  (primare  Erfullungspflichten),
            all  rights,  claims  and  remedies  of any legal  nature  which the
            Parties may  otherwise  have against each other in  connection  with
            this  Agreement or the  transaction  contemplated  by this Agreement
            shall be  excluded to the extent such  exclusion  is possible  under
            applicable  mandatory laws,  provided,  however,  that Purchaser may
            seek the monetary  compensation  of Losses  (including  in this case
            consequential  damages,  indirect  damages and lost profits) in case
            the Seller has not complied with its  obligation (i) to transfer the
            Shares and hereby  breached  its  obligations  in Sections  7.1.1(x)
            through  7.1.1(xv),  7.1.3,  7.2.1  second last  sentence,  7.2.3 or
            7.2.4,  (ii) to comply with the covenants set forth in Section 15.1,
            15.4, 16, 17 or 18.1. The right to withdraw  (zurucktreten) from, or
            otherwise terminate,  this Agreement or to require the winding up of
            the  transactions  contemplated  by this  Agreement,  any claims for
            breach  of   pre-contractual   obligations  (culpa  in  contrahendo)
            including  claims under  Sections 241 para.  (2), 311 para.  (2) and
            para (3) BGB,  any  claims for  breach of  contract  (Schadensersatz
            wegen  Pflichtverletzung)  including  claims under Sections 280, 282
            BGB,  any claims  based on  frustration  of  contract  (Storung  der
            Geschaftsgrundlage)  including  claims  under  Section 313 BGB,  any
            claims of the Purchaser for defects of the Shares or the business of
            the Company under Sections 437 to 441 BGB, and any claims under tort
            including  claims under Sections 823 et seq. BGB,  except for claims
            for  wilful  deceit  (arglistige  Tauschung)  or  other  intentional
            breaches of contract (vorsatzliche  Vertragsverletzungen),  shall be
            excluded.  Subject  to the  provisions  of  Section 8 the  Purchaser
            agrees to acquire the Company,  the  Subsidiaries and their business
            in the  condition  they are on the  Signing  Date and on the Closing
            Date,  respectively,  without reliance upon any expressed or implied
            representations,  warranties  or guarantees of any nature made by or
            on behalf of or  imputed to the  Seller  except for the  independent
            guarantees set out in Section 8.

            Without  limiting the  generality  of the  foregoing,  the Purchaser
            acknowledges  that the Seller gives no guarantee,  representation or
            warranty with respect to (i) any  projections,  estimates or budgets
            delivered  or made  available to the  Purchaser of future  revenues,
            future  results of  operations  (or any  component  thereof)  or the
            future  business and  operations  of the Group  Companies,  (ii) any
            other  information  or documents  made available to the Purchaser or
            its  counsel,  accountants  or  advisors  with  respect to the Group
            Companies, except as expressly set forth in this Agreement.

9.10        No third party Rights. No provision of this Agreement  constitutes a
            contract  for the  benefit of a third  party  within the  meaning of
            Section 328 BGB or otherwise  (kein Vertrag  zugunsten  Dritter oder
            mit Schutzwirkung zugunsten Dritter), irrespective of

<PAGE>
                                       51


            whether any payment under this  Agreement is made to the  Purchaser,
            the Company or a Subsidiary.

9.11        Threshold Test; Payments. In case the Purchaser asserts a Claim in a
            currency other than Euros, the procedures set forth in Section 4.1.3
            shall be applied (including, without limitation, with respect to the
            calculation  of their amounts in relation to the De Minimis  Amount,
            the Threshold or the maximum liability under Section 9.6) as per the
            date the Purchaser  submits the Claim Notice or, as the case may be,
            the  notification of a Third Party Claim. Any payments by the Seller
            under  this  Agreement  shall be made in Euros  unless  the Loss has
            occurred in another currency in which case the payment shall be made
            in this  currency.  Any  payments  made by the  Seller to  Purchaser
            hereunder  including  pursuant  to  Sections  7.1.8  and 10.2  shall
            constitute a reduction of the Purchase Price. Any payments  received
            by the Seller according to Section 11 or 13 (e.g. Tax Refunds) shall
            constitute an increase of the Purchase Price paid to the Seller.

10.         Indemnities

10.1        Indemnities  for Legal  Proceedings.  The Seller shall indemnify and
            hold  harmless the  Purchaser  or, at the  Purchaser's  own and free
            discretion,  any Group  Company  from and  against  all  Losses  (as
            defined in Section  10.5  below)  incurred  in  connection  with any
            claim, action, suit, litigation, arbitration, inquiry, proceeding or
            investigation  existing on or arising prior to the Closing Date, set
            out in Disclosure Schedule 8.15.

10.2        Agency  Agreements  Indemnity.  The Seller shall  indemnify and hold
            harmless the Purchaser, Purchaser's Guarantor or, at the Purchaser's
            own and free discretion, any of the Group Companies from and against
            all Losses (as defined below in Section 10.5) incurred in connection
            with unlawful payments made (or offers, promises,  authorizations or
            agreements to make),  directly or  indirectly,  prior to the Closing
            Date to or by (i) persons engaged in the marketing,  distribution or
            sale  of  products  of the  Group  Companies  (by  way  of  "special
            commission"  or  otherwise)  or (ii) any  official  or employee of a
            government  (including  officials and  employees of any  department,
            agency or  instrumentality  thereof,  and officials and employees of
            companies that are government owned or controlled), political party,
            or  international  organization,  or  any  candidate  for  political
            office, or similar person.  Such Losses shall include those relating
            to matters disclosed in the Deloitte Report subject to Section 10.6.
            For the avoidance of doubt,  such Losses shall (i) include,  without
            limitation,   (a)  payments,   fines  and  charges  to  be  paid  to
            governmental bodies or courts or losses suffered as a consequence of
            any order or decision in connection with such unlawful payments, (b)
            losses in connection  with  remedies of customers or third  parties,
            (c) damage claims asserted in relation to such unlawful  payments in
            connection  with a  breach  of  guarantee  or  other  provisions  of
            agreements  by which  Interests in former  Affiliates  were sold (in
            particular  with  respect  to  the  disposal  of  Interests  in  DBT
            Maschinenfabrik  Scharf GmbH and DBT Mineral  Processing  GmbH), (d)
            consequential  damages,  indirect damages and lost profits (with the
            exception of (ii) of this  sentence),  (e)  payments  required to be
            made in connection  with the termination of any employee or agent of
            any Group Company, (f) fines, fees, costs and expenses

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                                       52


            resulting  from  or  related  to the  restatement  of any  financial
            statements of any Group Company arising from the actions referred to
            above, (g) any costs,  fines,  fees or expenses  (including  without
            limitation  legal and  indemnification  fees and expenses),  whether
            criminal or civil,  by any  authorities  arising  from or related to
            such unlawful payments and (h) any and all attorneys fees related to
            the foregoing,  (ii) exclude any damages  suffered from the negative
            impact of such  payments  referred to in sentence 1 of this  Section
            10.2 on  reputation  or the  development  of the share  price of the
            Purchaser, Purchaser's Guarantor or any of their Affiliates.

10.3        Indemnity for Product Liability  Claims.  The Seller shall indemnify
            and hold harmless the Purchaser or, at the  Purchaser's own and free
            discretion,  any Group  Company  from and  against  all  Losses  (as
            defined in Section 10.5 below)  incurred in connection with warranty
            claims,  product liability claims, claims for late delivery or other
            liabilities  arising under  contracts by which products of the Group
            Companies were  distributed,  delivered or sold prior to the Closing
            Date or with respect to products sold which were assembled and ready
            for shipment prior to the Closing Date.

10.4        Indemnity for disposed-of  Interest.  The Seller shall indemnify and
            hold  harmless the  Purchaser  or, at the  Purchaser's  own and free
            discretion,  any Group  Company  from and  against  all  Losses  (as
            defined in Section  10.5  below)  incurred  in  connection  with any
            claims or other liabilities (including,  without limitation,  claims
            due to breach of guarantees and indemnification  claims) arising out
            of or in connection with agreements on the sale or other disposal of
            Interests listed in Exhibit 10.4.

10.5        Limitations.  Claims  under this Section 10 shall be  time-barred  7
            years after the Closing  Date except for Claims  under  Section 10.6
            which shall be  time-barred on June 30, 2011, and under Section 10.7
            which shall be time-barred 24 months after the Closing Date. Section
            9 shall apply with the  exception  of Sections  9.4.1,  9.4.2 second
            sentence,  9.5 and  9.7,  provided  that  notification  pursuant  to
            Section  9.2  or  9.3  shall  not  be  required   with   respect  to
            circumstances   disclosed  in  the   Disclosure   Schedules   (which
            disclosures do not limit the  Purchaser's  rights under this Section
            10). For the purposes of this Section 10,  "Loss" or "Losses"  shall
            include consequential or indirect damages (Folgeschaden,  mittelbare
            Schaden) and loss of profits  (entgangener  Gewinn). The limitations
            pursuant to Section 9.1, second last and last sentence,  shall apply
            except for Losses to be indemnified under Section 10.2.

10.6        Site Indemnity;  CBA Indemnity.  The Seller shall indemnify and hold
            harmless  the  Purchaser  or,  at  the   Purchaser's  own  and  free
            discretion,  the Company or Deutsche  Bergbau  Service  GmbH ("DBS")
            from and against all Losses (as defined in Section 10.5 above) up to
            a maximum amount of EUR 10 million

            (i)   incurred due to compliance  with the obligation to operate the
                  sites in Lunen,  Hamm and Wuppertal in accordance  with Art. 4
                  first  sentence of the  Collective  Bargaining  Agreement  (as
                  defined and  referred to in Section 15.2 hereof) to the extent
                  such Losses had not been incurred absent such  compliance,  or
                  (ii) in connection  with an  integration of the Hamm operation
                  into the Lunen site,  provided that the determination  whether
                  and to what

<PAGE>
                                       53


                  extent  such Losses  have been  incurred  shall be made by the
                  Supervisory  Board of the Company with binding  effect for the
                  Parties hereto, or

            (ii)  resulting from a CBA Conflict. A "CBA Conflict" shall exist if
                  and  to  the  extent  the  Purchaser,  the  Company  or DBS is
                  prohibited,  in whole or in part,  from utilizing or receiving
                  the full  benefit  of the  rules  set out in,  and  using  the
                  flexibility  allowed  for  under,  the  Collective  Bargaining
                  Agreement   referred  to  in  Section   15.2  because  of  the
                  applicability   or   application   of  any  other   collective
                  bargaining  agreement,  works  agreement or similar  agreement
                  which is applicable  individually to the Company or DBS (i.e.,
                  with the  exception of Flachen-  oder  Manteltarifvertrage  or
                  similar  agreements)  (e.g.,  if upon  exercise of the special
                  termination  right under the Collective  Bargaining  Agreement
                  referred  to in  Section  15.2  workforce  reductions  or site
                  closures in the Company or DBS were restricted  because of the
                  application  of the  existing  "Zukunftsvereinbarung"  for the
                  Company  dated April 20, 2005  entered  into  between the same
                  parties  that  have   concluded  the   Collective   Bargaining
                  Agreement).

10.7        Non  Disclosure/Access  to  Information.  Other than as  required by
            applicable Regulation  (including court order),  between the Signing
            Date and the Closing Date, the Purchaser and  Purchaser's  Guarantor
            agree that they will not disclose any  information  contained in the
            Deloitte  Report  to  any  third  party  (other  than  any  officer,
            director,  manager or employee  thereof or any agent thereof subject
            to duties of confidentiality),  including government authorities and
            regulatory bodies,  without the Seller's prior written consent which
            shall not unreasonably be withheld;  provided Purchaser shall notify
            Seller of any such Regulation or court order with sufficient time to
            allow Seller to object to the  production  of the  information.  The
            Purchaser  and the  Seller  agree  that the  Purchaser's  failure to
            comply with this provision  shall release Seller from any obligation
            to indemnify  Purchaser  for any Third Party Claim  arising from the
            disclosed  information,  regardless  whether such obligation  arises
            from  Section 10 of this  Agreement  or any other  provision of this
            Agreement.  Following the Closing Date, the Purchaser  shall consult
            with  and  provide  summaries  to  the  Seller  of   communications,
            correspondence  and  meetings,  including  all oral  communications,
            teleconferences or  video-conferences  and in-person meetings,  with
            any federal,  state or local  criminal,  civil or regulatory  agency
            that relate to any  inquiry,  investigation,  claim,  or  proceeding
            regarding the matters of the Deloitte  Report,  and Purchaser  shall
            consult  with  Seller as to the  advisability  of  allowing  one (1)
            representative  of the Seller to  participate  in (but not  control)
            such communications  and/or meetings.  Purchaser and Seller agree to
            cooperate in good faith regarding any monetary settlement of a Third
            Party Claim  hereunder,  provided  any such  failure to agree on any
            such settlement shall not limit or mitigate Purchaser's rights under
            this  Agreement  (including  Section  10.2).  With  respect  to  the
            preceding  two  sentences  such  obligations   shall  apply  mutatis
            mutandis  for the  time  period  between  the  Signing  Date and the
            Closing Date to the Seller.

10.8        Indemnity  Unsecured  Payment of Lunen  Purchase  Price.  The Seller
            shall   indemnify  and  hold  harmless  the  Purchaser  or,  at  the
            Purchaser's own and free discretion,  the Company,  from and against
            all Losses (as defined in Section 10.5 above) arising out

<PAGE>
                                       54


            of the  Company  paying the  purchase  price  under the real  estate
            purchase   agreement  pursuant  to  Section  7.1.1(xv)  without  the
            conditions set out in Part C, section II.2.  lit. a) - c) of Exhibit
            7.1.1(xv)(a) being fulfilled and the Company neither receiving title
            to the  Lunen  property  in  accordance  with the  terms of the real
            estate purchase agreement nor being refunded the purchase price paid
            under  the  real  estate  purchase  agreement  pursuant  to  Section
            7.1.1(xv).

11.         Purchaser's Guarantees; Purchaser's Guarantor

11.1        Purchasers'  Representations.  Purchaser and  Purchaser's  Guarantor
            hereby  guarantee  (garantiert)  by way of an independent  guarantee
            (verschuldensunabhangiges  Garantieversprechen)  pursuant to Section
            311 para. (1) BGB that the following statements are true and correct
            on the Signing Date and the Closing Date.

11.1.1      Status of Purchaser.  Purchaser and  Purchaser's  Guarantor are duly
            incorporated   and  validly   existing   under  the  laws  of  their
            incorporation.  The statements made in the Purchaser's  Confirmation
            are true and correct.  No  insolvency  or similar  proceedings  have
            been, or to the  Purchaser's  best knowledge been  threatened to be,
            opened  over  the  assets  of  the  Purchaser  or  the   Purchaser's
            Guarantor.  Neither the Purchaser nor the Purchaser's  Guarantor are
            either illiquid  (zahlungsunfahig) or over-indebted  (uberschuldet).
            This Agreement  constitutes legal, valid and binding  obligations of
            the  Purchaser  and  the   Purchaser's   Guarantor   enforceable  in
            accordance with its terms.

11.1.2      Absence of  Violations.  Except for the  merger  control  clearances
            pursuant to Sections  7.1.1(i)  and  7.1.1(ii),  the  execution  and
            delivery of and the performance by the Purchaser and the Purchaser's
            Guarantor of its respective  obligations under this Agreement (i) is
            within the Purchaser's and the Purchaser's Guarantors, respectively,
            corporate powers,  (ii) will not result in a breach of any provision
            of  its   respective   articles   of   association   or   equivalent
            constitutional  document,  (iii)  will not result in a breach of, or
            constitute a default under, any instrument to which the Purchaser or
            the Purchaser's Guarantor,  respectively, is a party or by which the
            Purchaser or the Purchaser's Guarantor,  respectively,  is bound and
            which is material in the context of the transactions contemplated by
            this   Agreement,   (iv)  does  not  require  any  approval  by  any
            governmental  authority or any corporate or shareholder  actions and
            (v) does not  result  in a breach  of any  Regulation  by which  the
            Purchaser or the Purchaser's Guarantor,  respectively,  is bound and
            which is material in the context of the transactions contemplated by
            this Agreement.  Purchaser's Guarantor is not in violation of any of
            the provisions of such certificate of its incorporation or by-laws.

11.1.3      Execution  and  Delivery;  Enforceability.  Each  of  Purchaser  and
            Purchaser's Guarantor has duly executed and delivered this Agreement
            and,  assuming  due  authorization,  execution  and delivery of this
            Agreement  by the Company,  this  Agreement  constitutes  its legal,
            valid and binding  obligation,  enforceable against it in accordance
            with its terms,  except that enforcement hereof may be subject to or
            limited by (i) bankruptcy,  insolvency or other similar laws, now or
            hereafter in effect,  affecting its creditors'  rights generally and
            (ii) the  effect of  general  principles  of equity  (regardless  of
            whether  enforceability  is  considered in a proceeding at law or in
            equity).

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                                       55


11.1.4      SEC Documents; Undisclosed Liabilities.

            Purchaser's  Guarantor  has filed  all  reports,  schedules,  forms,
            statements and other  documents  required to be filed by Purchaser's
            Guarantor with the United States Securities and Exchange  Commission
            (the "SEC")  since  January 1, 2004  pursuant to Sections  13(a) and
            15(d) of the  Securities  Exchange  Act of  1934,  as  amended  (the
            "Exchange  Act") (such  documents and any other  documents  filed by
            Purchaser's  Guarantor  with the SEC, as have been amended since the
            time of their filing,  the "SEC  Documents").  As of its  respective
            date, or if amended, as of the date of the last such amendment, each
            SEC Document, including the consolidated financial statements of the
            Purchaser's Guarantor and its consolidated  subsidiaries (including,
            in each case,  any  related  notes  thereto)  set forth  therein (i)
            complied  in all  material  respects  with the  requirements  of the
            Exchange Act or the Securities Act as the case may be, and the rules
            and regulations of the SEC promulgated thereunder applicable to such
            SEC  Document,  and (ii) did not contain any untrue  statement  of a
            material fact or omit to state a material fact required to be stated
            therein or necessary  in order to make the  statements  therein,  in
            light  of  the  circumstances   under  which  they  were  made,  not
            misleading.

11.1.5      Financing  Commitments.  The  Purchaser has  sufficient  immediately
            available   funds  or  binding   (equity   and/or  debt)   financing
            commitments, subject to customary conditions in such commitments, to
            enable it to pay the Purchase Price. True and complete copies of all
            such financing  commitments have been delivered to the Seller on the
            Signing Date.

11.1.6      Purchase for Investment and  Continuation of Business.  Purchaser is
            purchasing  the sold Shares in its own name and for  investment  for
            its own account,  as per the Signing Date until the Forward Purchase
            Closing  Date,  and  not  with a view to any  sale  or  distribution
            thereof or any portion thereof,  and Purchaser  currently intends to
            continue the operation of the business of the Group Companies in the
            future, to the extent commercially practicable and reasonable.

11.1.7      Private  Placement.  The  Purchaser (a) is able to bear the economic
            risk of losing  its entire  investment  in the  Shares,  and (b) has
            knowledge and experience in financial and business matters such that
            it is capable of evaluating the risks and merits of this investment.
            The Purchaser  acknowledges  that it is acquiring the Shares for its
            own  account,  and  not  with a view  to any  distribution,  resale,
            subdivision,  or  fractionalization  thereof  in  violation  of  the
            Securities  Act or any  other  applicable  securities  law,  and the
            Purchaser   has  no  present  plans  to  enter  into  any  contract,
            undertaking,  agreement or  arrangement  for any such  distribution,
            resale,   subdivision,  or  fractionalization  of  the  Shares.  The
            Purchaser  acknowledges  and  agrees  that,  based in part  upon its
            guarantees   contained   herein  and  in  reliance  upon  applicable
            exemptions,  the sale of the Shares will not as of the Closing  Date
            be registered under the Securities Act or the securities laws of any
            jurisdiction and that accordingly, the Shares may not be offered for
            sale, sold, or otherwise  transferred in whole or in part, except in
            compliance with all applicable laws, including securities laws.

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                                       56


11.2        Remedies.  In the  event of any  breach  or  non-fulfillment  of any
            guarantee  set forth in  Sections  11.1.1  through  Section  11.1.7,
            Purchaser  shall put the Seller  into the  position  that the Seller
            would have been in if the breach had not  occurred or the  guarantee
            had been  fulfilled  (Naturalrestitution).  If and to the extent the
            Purchaser  has  not  cured  the  breach  or has  not  fulfilled  the
            guarantee  within a period of two months after  receipt of a request
            from the Seller to do so, the Purchaser  shall pay to the Seller the
            amount of all Losses which the Seller have incurred or suffered as a
            result of the  breach or  non-fulfillment  of the  guarantee  by the
            Purchaser.  Claims shall be time barred after the fifth  anniversary
            of the Closing Date.

11.3        Purchaser's  Guarantor.  Purchaser's  Guarantor herewith irrevocably
            and  unconditionally  guarantees  within the  meaning of a guarantee
            pursuant to Section 311 para.  (1) BGB that  Purchaser  will fulfill
            its  obligations  under this  Agreement  and under the  articles  of
            association of the Purchaser  (the  "Purchaser's  Obligations")  and
            that Bucyrus  Holdings GmbH will fulfill its  obligations  under the
            Forward  Purchase  Agreement and the  Shareholders'  Agreement.  The
            guarantee  set forth in this Section 11.3 is a continuing  guarantee
            and shall  remain  in force  and  effect  until  the  Purchaser  has
            performed and  discharged  all of the  Purchaser's  Obligations  and
            Bucyrus  Holdings  GmbH  has  performed  and  discharged  all of its
            obligations   under  the   Forward   Purchase   Agreement   and  the
            Shareholders' Agreement.  Such guarantee shall be for the benefit of
            HT within the meaning of Section 328 BGB (echter  Vertrag  zugunsten
            Dritter)  to the  extent it relates  to the  obligations  of Bucyrus
            Holdings  GmbH  under  the  Forward   Purchase   Agreement  and  the
            Shareholders'  Agreement  and to the  obligations  of the  Purchaser
            under the articles of association of the Purchaser.

12.         Environmental Indemnifications

12.1        Definitions. The following terms as used in this Section 12 have the
            following meaning:

            "Enforceable  Administrative  Notice":  An administrative  notice is
            considered  to be  enforceable  in the event  that (i) no  objection
            against  it has been  filed,  or (ii) any  objection  which has been
            filed against it will be without a suspensive  effect. The Purchaser
            may decide not to file an objection  after it has obtained the prior
            written  consent  by  the  Seller  which  may  not  be  unreasonably
            withheld.

            "Environmental Contamination" means any pollutants,  contaminants or
            other  Hazardous  Materials (as defined  below) that are existing in
            the soil air,  on or in the soil,  sediments,  groundwater,  surface
            water  or  structures,   provided  that  the  hazardous   substances
            contained in structures  are  respirable and may be harmful to human
            health,  on the  Closing  Date and  which are  regulated  by, or may
            result in liability under, any  Environmental Law (as defined below)
            applicable at the location of the relevant property.

            "Environmental  Law(s)"  means -  irrespective  of any  transitional
            period - any laws,  ordinances,  regulations,  European  directives,
            common  laws  where  applicable,   orders,  administrative  notices,
            decisions, judgments, binding administrative provisions, agreements,
            binding land-use planning or zoning regulations or other binding

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                                       57


            governmental regulations relating to or imposing liability or duties
            for the protection of the  environment,  including,  but not limited
            to, human beings and the human health and safety,  the  occupational
            health  and  safety,  the  preservation  or  reclamation  of natural
            resources,  of natural resources damages, the management (including,
            but   not   limited   to,   handling,   generation,   manufacturing,
            distribution,   collection,   transportation,   storage,   disposal,
            arrangement of disposal, cleanup, treatment or release) of Hazardous
            Materials  and waste,  in each case to the extent  applicable to the
            Group  Companies  as in effect in the relevant  jurisdiction  on the
            Closing  Date, or - though  promulgated  after the Closing Date - to
            the extent not imposing new or more onerous obligations.

            "Environmental  Loss"  means  in the  case  of a claim  pursuant  to
            Section  12.2 any Loss as defined in Section 9.1, and in the case of
            a claim  pursuant  to  Section  12.3 any Loss as  defined in Section
            10.5, in each case arising from any Environmental Matter (as defined
            below).

            "Environmental Matter(s)" means any matter relating to Environmental
            Contamination  caused by any of the Group Companies before or on the
            Closing Date, or to an Environmental  Contamination which is, on the
            Closing  Date,  existing  on or  emanating  from or to any  property
            owned, leased or operated by the Group Companies on the Closing Date
            or having  been owned,  leased,  possessed  or  operated  before the
            Closing  Date,  or  any  non-compliance   arising  under  applicable
            Environmental Laws existing on the Closing Date.

            "Environmental Permit" means any governmental permit,  authorization
            or  license  which is  required  by the  Group  Companies  for their
            operations as currently conducted under any applicable Environmental
            Law.

            "Hazardous  Materials"  means  dangerous  substances  as  defined in
            Article 2 paragraph  (1) and (2) of the European  Community  Council
            Directive  67 / 548 EEC, as amended  until the  Closing  Date or any
            substance which is (i) defined as a hazardous  substance,  hazardous
            material,  hazardous  waste,  pollutant  or  contaminant  under  any
            applicable   Environmental  Laws,  (ii)  a  petroleum   hydrocarbon,
            including crude oil or any fraction thereof, (iii) hazardous, toxic,
            corrosive,   flammable,   explosive,   infectious,   radioactive  or
            carcinogenic, or (iv) regulated pursuant to any Environmental Laws.

            "Release" means any spilling,  leaking, pumping, pouring,  emitting,
            emptying,  discharging,  injection,  escaping, leaching, dumping, or
            disposing into the environment of any Hazardous Materials.

            "Specific  Environmental Matter" means any identified  Environmental
            Matter   for  which   reasonable   indications   exist   that  legal
            requirements under  Environmental Laws could occur, such as, but not
            limited to the exceedance of relevant legal limit values.

12.2        Environmental Guarantees. Except as disclosed in Disclosure Schedule
            12.2 the Seller  guarantees in the form of an independent  guarantee
            (as further set forth in the introduction to Section 8) that,

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                                       58


12.2.1      The  Businesses of the Group  Companies on the sites owned,  leased,
            possessed or operated by the Group Companies on the Closing Date are
            and have been  conducted in compliance  with material  Environmental
            Law.

12.2.2      The Group Companies have no material liability related to or arising
            from any  employees  or any other  person's  exposure  to  Hazardous
            Materials,  including, without limitation, asbestos and manganese or
            claims related to silicosis,  and the Group  Companies are not aware
            of any threatened claims related to such exposure or claims.

12.2.3      To the  Seller's  Knowledge  there has not been and is no Release of
            any Hazardous  Materials  existing on,  beneath or from the surface,
            subsurface  or  groundwater   associated   with  any  real  property
            currently or formerly owned, leased or operated by any Group Company
            whereby any Group Company has or could have liability  arising under
            Environmental Laws;

12.2.4      No Group  Company has received any written  notice or order from any
            governmental  authority,   and  no  administrative  or  governmental
            action,  suit,  investigation  or  proceeding is pending or has been
            asserted  in  writing  against  any Group  Company  which  alleges a
            material violation of any Environmental Law; and

12.2.5      Except as disclosed in Disclosure Schedule 12.2.5 each Group Company
            has obtained all  Environmental  Permits required for its operations
            as  presently  conducted  and,  to the  extent  that on or after the
            Closing  Date a Third Party could raise a claim,  is and has been in
            all material  respects in compliance  with the terms of such permits
            and all  administrative  contracts  entered  into with  governmental
            authorities as of the Closing Date, and none of the Group  Companies
            has  received  any written  notice from any  competent  governmental
            authority that such  authority  intends to cancel or revoke or alter
            any Environmental Permit.

12.2.6      Section  8.19  and  8.21  shall  apply  to  Environmental   Matters,
            Environmental  Law and  Environmental  Permits  and  the  guarantees
            contained in this Section 12.2 mutatis mutandis.

12.2.7      In the event  that any of the  statements  made in  Section  12.2 is
            incorrect, Section 9.1 shall apply mutatis mutandis.

12.3        Environmental Indemnity. Subject to the provisions contained in this
            Section  12,  the  Seller  shall  indemnify  and hold  harmless  the
            Purchaser, or at the Purchaser's free and own discretion, any of the
            Group  Companies from any  Environmental  Losses of the Purchaser or
            the  Group   Companies   which   result  from  (i)  an   Enforceable
            Administrative  Notice issued due to an Environmental Matter, (ii) a
            public law agreement  entered into, with consent of the Seller,  due
            to an Environmental  Matter, (iii) a third party claim arising under
            an Environmental  Law related to any  Environmental  Matter and (iv)
            remediation  or  investigation  activities  carried  out  due to the
            suspicion of a potential imminent danger to public health or safety,
            (v)  remediation  or  investigation  which has been agreed to by the
            Seller or (vi) activities

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                                       59


            related to an  Environmental  Matter legally required to comply with
            and to avoid liability under  Environmental  Laws  (collectively the
            "Environmental Claims").

12.4        Exclusion of Seller's Liability.  The Seller shall not be liable for
            any  Environmental  Loss  pursuant to  Sections  12.2 or 12.3 to the
            extent that:

12.4.1      In case of Section 12.2:  Section 9.4 applies mutatis mutandis;  and
            in case of  Section  12.3  Sections  9.4.2,  9.4.3 and  9.4.4  apply
            mutatis mutandis; or

12.4.2      (i)  the  use of or  the  operations  conducted  at a  property  are
            materially   changed  so  that  an  industrial   use  or  activities
            reasonably  related  thereto  is no  longer  pursued,  or  (ii)  the
            Purchaser  or  any  of  the  Group  Companies  solicit,  trigger  or
            otherwise  actively cause,  directly or indirectly any environmental
            examination by any governmental authorities, unless these activities
            are  required   under   Environmental   Law  or  by  an  Enforceable
            Administrative  Notice,  or there is a valid  business  reason other
            than merely or predominantly to trigger a liability of Seller or the
            Group  Companies  under Section 12.2 or 12.3, or (iii) the Purchaser
            or any of the Group  Companies  conduct  any kind of  investigation,
            audit,  survey or similar  examination of the soil,  ground water or
            other environmental conditions of the premises of any Group Company,
            apart from the review of pertinent  documentation and the conduct of
            interviews and the mere visual inspection of the surface of the soil
            without any kind of drilling  or opening of the soil,  unless  being
            required  to do so  under  Environmental  Law  or by an  Enforceable
            Administrative  Notice,  or there is a valid  business  reason other
            than merely or predominantly to trigger a liability of the Seller or
            any of the Group  Companies  under Section 12.2 or 12.3, and in each
            case  mentioned  under  (i) to (iii)  this has  resulted  after  the
            Closing Date in, or increased, the Environmental Loss that Seller is
            obligated to pay anyhow; always and in each case mentioned under (i)
            to  (iii)  provided  that the  Seller's  liability  shall  not so be
            limited,  if  Environmental  Matters  occur  or  are  identified  in
            connection  with  expansion,  construction,  repair,  maintenance or
            replacement  activities  undertaken  by  the  Purchaser  or  by  the
            relevant  Group  Company  after the  Closing  Date which do not fall
            within the scope of (i) and the  Environmental  Loss  claimed by the
            Purchaser  results from  obligations  of the  Purchaser or the Group
            Companies under Environmental Laws or an Enforceable  Administrative
            Notice;   further   provided  that  if  an  intended   expansion  or
            construction  activity  can  reasonably  be  expected  to  lead to a
            liability of the Seller under  Section 12.2 or 12.3,  the  Purchaser
            will,  and will use  reasonable  efforts to cause the relevant Group
            Company to,  consider,  after good faith  discussions  with  Seller,
            available  alternative options being less burdensome for the Seller,
            to the extent the same are feasible and commercially reasonable.

12.5        Limitations.

12.5.1      De  Minimis  and   Threshold.   Section  9.5  shall  also  apply  to
            Environmental  Losses,  and the same  shall be applied  against  the
            Threshold  pursuant  to Section  9.5,  provided,  however,  that the
            Seller shall only be liable for claims  pursuant to Section 12.2 and
            12.3 if the actual  individual  Claim  exceeds EUR 50,000 (in words:
            Euro fifty thousand) (the "Environmental De Minimis").

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                                       60


12.5.2      Section 12.5.1 does not apply to claims pursuant to Section 12.2 and
            12.3 to the extent the  Environmental  Loss incurred and suffered by
            the Purchaser or the Group Companies relates to the sites Germiston,
            South  Africa,   Wuppertal,   Bornberg  97,  Germany  and  Argenton,
            Australia.

12.5.3      Maximum  Liability.  Section 9.6 shall apply to claims under Section
            12.2 and Section 12.3.

12.5.4      Sliding Scale and Pro rata Principle.  Seller's obligations pursuant
            to Section 12.3 shall,  depending on the year after the Closing Date
            in which any facts relating to a Specific  Environmental  Matter are
            notified by the Purchaser or any of the Group Companies  pursuant to
            Section  12.6,  be  limited  to the  following  percentages  of such
            Environmental Loss :

            Year after Closing Date                      Percentage
                             1st                             95%
                             2nd                             95%
                             3rd                             90%
                             4th                             80%
                             5th                             70%
                             6th                             60%
                             7th                             50%
                             8th                             40%
                             9th                             30%
                            10th                             20%
                            11th                             10%
                            12th                              5%

            Provided,  however,  that  in  respect  of  any  Environmental  Loss
            notified the Environmental  Losses against which  indemnification is
            sought must actually have been suffered or incurred by the Purchaser
            or the Group  Companies,  it being  understood that the Seller shall
            not be obliged to indemnify  and hold  harmless the Purchaser or the
            Group  Companies  from and against any  Environmental  Loss suffered
            after the 12th  anniversary  of the  Closing  Date.  The  percentage
            applicable to an Environmental Loss shall be determined on the basis
            of the year in which a notification of such a Specific Environmental
            Matter has been made  pursuant to Section  12.6.  In addition,  with
            respect to any  Environmental  Loss of Group Companies which are not
            directly or  indirectly  wholly  owned by the  Seller,  any claim of
            Purchaser  under Section 12.2 and 12.3 shall be pro-rated  according
            to the  direct or  indirect  Interest  of the  Seller in such  Group
            Company.

12.5.5      Limitation  Period Any claims of the  Purchaser  under  Section 12.2
            shall be time-barred 30 (thirty)  months after the Closing Date. Any
            claims of the Purchaser  under Section 12.3 shall be  time-barred 12
            (twelve)  years  after the  Closing  Date.  Section  9.8 shall apply
            mutatis mutandis.

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                                       61


12.6        Indemnification  Procedures.  If the  Purchaser  or any of the Group
            Companies  becomes  aware of any  facts  which  may give  rise to an
            indemnification  claim with respect to any Environmental Matter, the
            Purchaser  shall  promptly,  but in no event  later  than  within 20
            Business Days,  inform the Seller thereof in accordance with Section
            9.2 and Section 9.3, provided, however, that the failure or delay of
            the Purchaser to provide any such written notice shall not limit the
            Purchaser's  right to  recover  Losses  except  to the  extent  such
            failure or delay is  prejudicial  to the defense of such Third Party
            Claim.  Section 9.2 shall apply mutatis mutandis.  Section 9.3 shall
            apply  to the  defense  against  any  actions,  claims,  demands  or
            proceedings  asserted or announced by any Third Party (including any
            governmental  authority).  In addition,  (i) the Seller shall on its
            own  costs be  entitled  to retain  any  environmental  experts  and
            consultants  other than those  retained  by the Group  Companies  in
            connection with any such Environmental Matter and (ii) the Purchaser
            shall give the Seller and any  environmental  expert retained by the
            Seller the opportunity to investigate any property owned or occupied
            by the Purchaser or any Group Company  (including the taking of soil
            samples)   during   ordinary   business   hours   after   reasonable
            notification.   Provided,   however,  such  investigation  does  not
            unreasonably interfere with the operation of any property and Seller
            indemnifies   Purchaser   for  any  damage  or  injury  by  Seller's
            investigation,  and, Purchaser has the legal authority to allow such
            investigation  on Property it does not own,  and  provided  further,
            that any remedial action shall be controlled by the Purchaser or the
            relevant Group Company. The Purchaser shall assure that the relevant
            Group  Company  will  comply  with the terms and  conditions  of any
            existing agreements as set forth in Disclosure Schedule 12.6 between
            any entities of the Seller's Group and the Group Companies  relating
            to  the  clean-up,  indemnification  procedures  or  cooperation  in
            connection with any Environmental Matter.

12.7        Additional Rights and Remedies.

12.7.1      The  Parties  agree  that  the  responsibility  of the  Seller,  the
            Purchaser  and the Group  Companies  with  respect to  Environmental
            Matters shall be  exclusively  governed by this  Agreement and that,
            except  for the  Purchaser's  or any of the Group  Company's  claims
            expressly  set forth in this  Section 12, no  Environmental  Matters
            shall give rise to any claims by the  Purchaser or any Group Company
            against any member of the  Seller's  Group  based on whatever  legal
            reason.  Any  claims  pursuant  to  Section  24 para.  (2)  BBodSchG
            (Bundes-Bodenschutzgesetz)  and any similar  statutory  claims under
            the laws of any other  jurisdiction  relating  to any  Environmental
            Matter shall be excluded

12.7.2      The Purchaser  shall  indemnify and hold harmless the Seller and its
            legal successors  subject to a maximum limitation period of 12 years
            from the Closing Date,  from any  liability,  all costs and expenses
            and all other damages and losses related to any Environmental Matter
            with  respect  to  the  Group  Companies,  their  business  and  the
            properties and assets owned or used by it at any time, except and to
            the extent that the Seller is required to  indemnify  the  Purchaser
            with respect to the relevant  Environmental  Matter pursuant to this
            Section  12.  Sections  12.1,  12.3 and  12.6  shall  apply  mutatis
            mutandis.

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                                       62


12.7.3      The Purchaser or the Group Companies shall rebate any amount paid by
            the  Seller   pursuant  to  Section   12.3  (i)  in  the  event  the
            administrative  notice is revoked by the authorities or overruled by
            a court decision  after the Seller has  indemnified or held harmless
            the  Purchaser or the relevant  Group  Company,  in each case to the
            extent  the   Seller  is  not   otherwise   obligated   to  pay  the
            Environmental  Loss suffered by the Purchaser or the Group Companies
            and to  the  extent  the  Environmental  Loss  is  recovered  by the
            Purchaser or the Group Companies.  Seller's claim to rebate shall be
            time-barred 1 (one) year after the administrative  notice has become
            legally  binding,  been  revoked  by the  authorities  or  has  been
            overruled by a legally binding court decision.

12.7.4      Section 9.8 shall apply mutatis mutandis.

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                                       63


13.         Taxes

13.1        General Provisions.

13.1.1      Definitions.  The following  terms, as used in this Section 13, have
            the following meanings:

            "Indemnifiable  Tax"  means any Tax  validly  imposed  on any of the
            Group Companies by any Tax Authority;

            "Straddle Tax Period" means, with respect to any Group Company,  any
            period  with  respect  to which  Taxes are or may be  assessed  that
            begins on or before  the  Closing  Date and ends  after the  Closing
            Date;

            "Post-Closing  Date Tax  Period"  means,  with  respect to any Group
            Company,  any  period  with  respect  to which  Taxes  are or may be
            assessed that begins after the Closing Date;

            "Pre-Closing  Date Tax  Period"  means,  with  respect  to any Group
            Company,  any  period  with  respect  to which  Taxes  are or may be
            assessed that ends on or before the Closing Date;

            "Tax  Refund"  means any  repayment of any Tax received by any Group
            Company and any claim for  repayment of any Tax assessed in favor of
            any Group Company by a Tax Authority;

            "Tax  Return"  means  any  return,  declaration,  report,  claim for
            refund,  notice, form or information  relating to any Tax, including
            any schedule or attachment thereto;

            "Tax Saving" means the net present value (calculated on a basis of a
            discount rate of 5 %) of any decrease of any assessed Tax, including
            any increase of loss carry forwards, any depreciable, amortizable or
            accruable item or amount  relevant for the assessment of any present
            or    future     Tax,    or    any     corporation     tax    credit
            (Korperschaftsteuerguthaben within the meaning of Section 37 KStG or
            similar tax credits  under the tax laws of any other  jurisdiction),
            in each case  regardless  of whether  any such  decrease,  credit or
            other  item or  amount  is  attributable  to the  Purchaser,  or the
            relevant  Group  Company or any of the  Affiliates  of the Purchaser
            other than the Group Companies;

            "Tax Authority" means any competent governmental authority in charge
            of imposing any Tax.

            For the  avoidance of doubt,  any loss carry  forwards for corporate
            income tax or trade tax  purposes and their  validity and  usability
            shall not be part of, and shall be exempt from this Section 13.

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13.1.2      Allocations in Respect of Straddle Tax Periods. For purposes of this
            Section 13:

            Any  reference  to an amount of income or loss  attributable  to the
            pre-Closing  portion  of a Straddle  Tax Period  means the amount of
            income or loss  actually  earned or  incurred  during the portion of
            such Straddle Tax Period  ending on the Closing Date,  determined on
            the basis of a closing of the books of the affected Group Company as
            of the close of business on the Closing Date;

            Any  reference  to an amount of income or loss  attributable  to the
            post-Closing portion of a Straddle Tax Period means the total amount
            of income or loss  earned  or  incurred  during  that  Straddle  Tax
            Period,  minus the  amount of  income  or loss  attributable  to the
            pre-Closing  portion of that  Straddle Tax Period under the rules of
            this Section 13.1.2;

            Any reference to an amount of Indemnifiable  Tax attributable to the
            pre-Closing or  post-Closing  portion of a Straddle Tax Period means
            the  Indemnifiable  Tax that would have been payable with respect to
            the income  attributable to that portion of the Straddle Tax Period,
            determined  as if  such  portion  were a  separate  period  for  the
            assessment of such Indemnifiable Tax; and

            Any reference to an amount of credit attributable to the pre-Closing
            or post-Closing portion of a Straddle Tax Period means the amount of
            credit that would have been  allowable  with respect to that portion
            of the  Straddle  Tax Period,  determined  as if such portion were a
            separate  period  for the  assessment  of any  relevant  Tax and the
            income or loss for such period,  and the  Indemnifiable  Tax payable
            with  respect  to  such   period,   were  the  income  or  loss  and
            Indemnifiable  Tax  attributable to that portion of the Straddle Tax
            Period under the rules of this Section 13.1.2.

            For  the   avoidance  of  doubt,   the  amount  of  income  or  loss
            attributable to a pre-Closing or post-Closing  portion of a Straddle
            Tax Period is determined strictly on a  closing-of-the-books  basis,
            and is not limited by the  existence or amount of overall  income or
            loss earned or incurred by the relevant Group Company for the entire
            Straddle Tax Period.

13.2        Tax Guarantee. The Seller guarantees to the Purchaser in the form of
            independent  guarantees (as further set forth in the introduction to
            Section  8)  that,  as of  the  date  hereof,  except  as  otherwise
            disclosed in accordance with Section 9.4.1,

13.2.1      all Tax Returns  required to be filed with any Tax  Authority  on or
            prior to the date hereof with  respect to any  Pre-Closing  Date Tax
            Period  by or on behalf of the  Seller or the Group  Companies  have
            been filed on a timely  basis  taking  into  account  any  permitted
            extension;

13.2.2      the  Seller and the  Companies  have  timely  paid (if  required  by
            applicable  law) all Taxes shown as payable by them (i) on any valid
            and  enforceable  Tax assessment  notice issued by any Tax Authority
            other  than  Taxes  contested  in good  faith  that are  listed  and
            described in  Disclosure  Schedule  13.2.2 or (ii) on any Tax Return
            filed by them with any Tax Authority; and

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13.2.3      neither  the Seller nor any  Company is involved in any Tax audit or
            investigation  (other than regular Tax audits in the Ordinary Course
            of business, such as the routine Betriebsprufungen in Germany) as of
            the Signing Date.  Between the Signing Date and the Closing Date the
            Seller will notify  without  undue delay the  Purchaser of any audit
            with  respect to a Group  Company  taking  place or being  announced
            after the Signing Date.

13.3        Preparation of Tax Returns and Payment of Tax.

13.3.1      In the period  between  the date hereof and the  Closing  Date,  the
            Seller  shall  prepare and file,  and cause the Group  Companies  to
            prepare  and  file,  all Tax  Returns  required  to be  filed  on an
            individual or  consolidated  basis by or on behalf of any of them on
            or before the  Closing  Date and shall  timely  pay,  or cause to be
            timely paid, all Taxes payable under such Tax Returns.

13.3.2      After the Closing  Date,  the  Purchaser  shall prepare and file, or
            cause to be prepared and filed, when due all Tax Returns required to
            be filed on an individual or  consolidated  basis by or on behalf of
            the  Purchaser or the Group  Companies  that need not be prepared or
            filed  by the  Seller,  provided,  however,  that  any  Tax  Returns
            relating in whole or in part to any  Pre-Closing  Date Tax Period or
            Straddle Tax Period shall be subject to the review and prior written
            consent of the  Seller.  The  Purchaser  shall  ensure  that any Tax
            Returns to be reviewed  and approved by the Seller will be furnished
            to the  Seller  not later  than 30 days prior to the due date of the
            relevant  Tax  Return  and that all  Taxes  payable  under  such Tax
            Returns  shall be timely  paid.  The Seller  shall be deemed to have
            given its consent to any Tax Return  timely  furnished to it for its
            review if it had failed to review such Tax Return and to provide its
            comments to the Purchaser or the relevant  Group Company  within two
            weeks following the receipt (Zugang) thereof.

13.3.3      With   respect  to  the  VAT  tax   integration   (umsatzsteuerliche
            Organschaft) between the Company and the Seller, the Purchaser shall
            procure  that  the  Seller  will  promptly   receive   invoices  (in
            accordance  with  Section 14 UStG for any  deliveries  and  services
            provided,  but not yet invoiced, to the Company prior to the Closing
            Date. Any VAT reimbursement  claims  (Vorsteuererstattungsanspruche)
            in  connection  with such  deliveries  and  services,  including any
            subsequent  corrections  thereof,  shall be for the  account  of the
            Seller or the  respective  shareholder  of the Seller (in accordance
            with applicable law). Any VAT  (Umsatzsteuerzahllast  - equal to the
            balance  between VAT owed to the tax authorities and deductible VAT)
            payable by the Seller (or by the relevant  shareholder of the Seller
            as a result of the VAT tax integration) with respect to the relevant
            calendar  months  preceding  the Closing  Date shall be borne by the
            Seller. The Purchaser shall promptly notify the Seller of any matter
            relevant in connection with this Section 13.3.3.

13.4        Tax Covenants of Purchaser.  The Purchaser  shall indemnify and hold
            harmless the Seller with respect to any Taxes imposed on the Seller,
            and shall forego any indemnification under Section 13.6 with respect
            to Taxes  imposed on the Group  Companies,  to the extent such Taxes
            would not have been imposed but for any action

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                                       66


            taken by the  Purchaser  or any of the  Group  Companies  after  the
            Closing  Date  (including  any  change  in the  exercise  of any Tax
            election  right,  the  amendment  of any Tax Return  other than as a
            result (Folgewirkung) of a tax audit, the termination of any control
            or  profit  transfer  agreement  or tax  consolidation  scheme,  the
            implementation of any acquisition  structure in connection with this
            Agreement or the approval or implementation of any restructuring).

13.5        Tax Refunds.  In the event that the  Purchaser or any Group  Company
            receives a Tax Refund after the Closing Date,  the  Purchaser  shall
            pay to the Seller as an additional portion of the Purchase Price the
            aggregate  portions  of such Tax  Refund  that are (i)  received  in
            respect  of Taxes paid for any  Pre-Closing  Date Tax Period or (ii)
            received  in respect of Taxes paid for any  Straddle  Tax Period and
            attributable to the pre-Closing portion of that Straddle Tax Period.
            The  Purchaser  shall  promptly  notify the Seller in writing of the
            receipt  of the  Tax  Refund  or the  relevant  decision  by the Tax
            Authority. Any amount payable to the Seller pursuant to this Section
            13.5 shall be due and payable within fifteen Business Days after the
            Tax Refund has been received by the Purchaser or the relevant  Group
            Company.  Notwithstanding the foregoing,  the Purchaser shall not be
            required to make any payment to Seller in respect of a Tax Refund to
            the extent (i) the Tax Refund was reflected as a receivable or other
            asset in the Stand-Alone Financial  Statements,  (ii) the Tax Refund
            is in  respect  of Taxes paid by the  Purchaser  or a Group  Company
            after  the  Closing  Date that  have not been  reimbursed  by Seller
            pursuant to Section 13.6,  (iii) the Tax Refund is  attributable  to
            the  carryback  of  a  loss  or  credit  realized  in  respect  of a
            Post-Closing  Effective  Date Tax Period,  or (iv) the Tax Refund is
            attributable  to the  portion  of a  carryback  of a loss or  credit
            realized in respect of a Straddle Tax Period that is attributable to
            the pre-Closing portion of the Straddle Tax Period.

13.6        Tax Indemnification.

13.6.1      Subject  to the  provisions  contained  in  this  Section  13 and in
            Section  9.4.4 and 9.10,  the Seller  shall pay to the  Purchaser an
            amount equal to (i) any  liability  for Taxes  incurred by any Group
            Company arising from a breach of a Tax  representation  contained in
            Section  13.2,  (ii) any  Indemnifiable  Tax  payable  by any  Group
            Company with respect to any  Pre-Closing  Date Tax Period,  (iii) an
            amount  equal  to  any   Indemnifiable   Tax   attributable  to  the
            pre-Closing  portion  of  any  Straddle  Tax  Period  and  (iv)  any
            liability for real estate transfer tax incurred by any Group Company
            or the Purchaser and attributable to transactions taking place on or
            before the Closing Date  (including the execution of this Agreement)
            relating to or affecting the Lunen  property  ((i),  (ii),(iii)  and
            (iv) each referred to herein as a "Tax Loss"). Such  indemnification
            obligation  of  Seller  shall be  reduced  by the  amount of any Tax
            Saving related to the relevant breach or Indemnifiable Tax. However,
            such  indemnification  obligation  of  Seller  shall  be  determined
            without  regard  to  any  reduction  of  Tax  resulting  from  (i) a
            carryback of a loss or credit from a Post-Closing Date Tax Period or
            (ii)  the  portion  of any  carryback  or a loss  or  credit  from a
            Straddle Tax Period that is attributable to the post-Closing portion
            of  the  Straddle  Tax  Period,   and  the  amount  of  any  Tax  or
            Indemnifiable  Tax  payable or deemed  payable by any Group  Company
            shall be deemed, for purposes of this Section 13.6, to be the amount

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                                       67


            of such Tax or Indemnifiable Tax that would have been payable in the
            absence of such carryback of a loss or credit.

13.6.2      The Seller  shall not be liable for any Tax Loss that would not have
            been incurred but for the Purchaser's breach of any Tax Covenant set
            out in Section 13.4 (without prejudice to any other rights of Seller
            arising from the breach).

13.7        Limitation  Period. Any claims of the Seller and the Purchaser under
            this Section 13 shall be time-barred  upon expiration of the earlier
            of (i) a limitation period of three months after the  non-appealable
            binding  assessment  (e.g.  bestandskraftige   Festsetzung)  of  the
            relevant Tax or (ii) the regular statutory limitation period for the
            relevant Tax. Section 9.8 shall apply  accordingly.  Notwithstanding
            the above,  the Seller's  rights under Section 13.4 and Section 13.5
            shall be subject to the applicable statutory limitation period.

13.8        Indemnification Procedures.

13.8.1      If, after the Closing,  any Tax  Authority  informs the Purchaser or
            any of the Group Companies of a proposed audit, assessment,  dispute
            or other circumstance  relating to any Tax with respect to which the
            Seller may incur any liability under this  Agreement,  the Purchaser
            shall notify the Seller of such matter. The Purchaser's notice shall
            be given  within  ten  Business  Days  after  the  Purchaser  or the
            relevant  Group Company has received the relevant  information  from
            the Tax Authority,  or at any earlier date if required to enable the
            Seller to participate in any Tax audit or to review the relevant Tax
            assessment  within the applicable  period available for an appeal or
            other legal remedy.

13.8.2      The Purchaser  agrees,  and shall cause the relevant  Group Company,
            (i) to give the Seller the opportunity to participate in any audits,
            disputes,  administrative,  judicial or other proceedings related to
            any Tax for any  Pre-Closing  Date Tax Period or Straddle Tax Period
            that could give rise to a Seller  indemnification  obligation  under
            Section  13.6,  (ii) upon the Seller's  request,  to  challenge  and
            litigate any Tax  assessment or other  decision of any Tax Authority
            related to such Tax,  provided  that Seller  shall bear all internal
            and external  costs of Purchaser  and any Group Company with respect
            to such challenge and litigation and (iii) to comply with reasonable
            instructions  given by the Seller in  relation to the conduct of the
            proceedings  referred  in (i) and (ii)  above.  This shall  include,
            without  limitation,  the Seller's right to determine whether or not
            any Company will  participate in any Tax amnesty with respect to any
            Indemnifiable  Tax. In all other respects,  Sections 9.3 shall apply
            to the defense against any assessments or proceedings related to any
            Tax for any Pre-Closing Date Tax Period or Straddle Tax Period.

13.9        Cooperation  on Tax  Matters.  Subject to the  Parties'  obligations
            pursuant  to the other  provisions  of this  Section 13, the Parties
            shall fully  cooperate,  and shall cause  their  representatives  to
            fully  cooperate,  at their own cost,  with each other in connection
            with all Tax matters  relating to any  Pre-Closing  Date Tax Period,
            including  the  preparation  and  filing  of any Tax  Return  or the
            conducting  of any  audit,  investigation,  dispute or appeal or any
            other communication with any Tax Authority. Cooperation

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                                       68


            between the Parties  shall include (but shall not be limited to) the
            providing  and  making  available  by the  Purchaser,  of all books,
            records  and  information,   the  assistance  of  all  officers  and
            employees  of the Group  Companies  and the making  available by the
            Purchaser or the Group  Companies of any premises for the purpose of
            any Tax audit of the Seller,  to the extent  necessary  or useful in
            connection  with such Tax matters.  The Parties  shall  further make
            available  to any Tax  Authority,  to the extent  required by law or
            requested  by  any  Tax  Authority,  all  information,  records  and
            documents  relating to Tax  liabilities or potential Tax liabilities
            for all periods prior to or on the Closing  Date,  including the Tax
            treatment and Tax structure of the transactions contemplated hereby,
            and all  materials  of any kind  (including  opinions  or other  Tax
            Analysis)  that are provided to the Parties  relating  thereto,  and
            shall preserve all relevant information, records and documents until
            the expiration of any applicable statute of limitations or extension
            thereof. The furnishing by the Purchaser or any Group Company to any
            Tax Authority of any  information  related to the Group Companies in
            connection  with any Tax  audit  shall  require  the  prior  written
            consent of the Seller, which shall not be unreasonably withheld.

13.10       With effect of December 31, 2006 all tax allocation agreements shall
            be terminated.  After  December 31, 2006 no tax  allocation  charges
            (Steuerumlagen)  will be made between  Seller and the Company unless
            provided for in the Company 2006 Financial  Statements.  The Parties
            indemnify each other against any such payments.

14.         Profit and Loss Transfer Agreement; Guarantees; Derivative Contracts

14.1        Profit  and Loss  Transfer  Agreement.  The  Parties  agree that the
            Profit  and Loss  Transfer  Agreement  between  the  Seller  and the
            Company  will be  terminated  on and with effect as of December  31,
            2006,  24.00  hours.  The Company  shall  transfer to the Seller any
            profit and the Seller shall  compensate the Company for any loss, in
            each case  generated in the period  commenced on January 1, 2006 and
            ending on  December  31, 2006 as shown in the  individual  financial
            statements  of the  Company as of  December  31,  2006,  prepared in
            accordance  with  German  GAAP (HGB) (the  "Company  2006  Financial
            Statements")  in  accordance  with the terms and  conditions of such
            agreement.  The  Parties  agree that the Seller  shall  prepare  the
            Company 2006  Financial  Statements.  To the extent the Company 2006
            Financial  Statements show an obligation to transfer  profits to the
            Seller,  such  transfer  shall be made by the  Company  prior to the
            Closing  Date; to the extent the Company 2006  Financial  Statements
            show  an  obligation  to  compensate  a loss,  such  loss  shall  be
            compensated by Seller to the Company prior to the Closing Date.

14.2        Indemnification.  The  Parties  agree  and shall  procure  that upon
            payment of the profit  transfer or loss  compensation  in accordance
            with Section 14.1, all rights and obligations between the Seller and
            the Company related to any profit and loss transfer shall be finally
            settled  and  that  the  Company's  financial  statements  as of any
            previous  financial  year end shall not be challenged by the Parties
            or by or on behalf of the Company after the Closing  Date.  However,
            this shall not prevent  management of the Company to claim  payments
            from the Seller,  or the Seller to claim  payments from the Company,
            in each case if and to the  extent  this would be  required  by law.
            Subject to the  Closing,  the  Purchaser  shall  indemnify  and hold
            harmless the Seller from any

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                                       69


            obligation to compensate the Company for any loss (Sec. 302 AktG) in
            excess of the loss shown in the Company's financial statements as of
            any previous financial year end, or to return profits distributed in
            excess  of  the  amounts  which  would  have  been  permitted  to be
            distributed had the underlying  financial  statements of the Company
            been correct.  This  indemnity  shall be in force and effect only as
            long  as  the  Purchaser  or  Purchaser's  Guarantor  or  any of its
            Affiliates have control over the Company. Seller shall indemnify and
            hold  harmless the  Purchaser if under the Profit and Loss  Transfer
            Agreement  the Company is obligated to pay to Seller an amount which
            is higher than the amount shown in the Company financial  statements
            as of any previous financial year end.

14.3        Guarantees.  With  effect  as of the  Closing  Date and  subject  to
            Closing  occurring,   the  Purchaser  hereby  assumes  (i)  all  the
            obligations and liabilities  relating to any guarantees,  surety for
            payment,  performance  bonds,  comfort  letters  and other  security
            interests  of  any  kind   (including   those  for  old-age  partial
            retirement  (Altersteilzeit)  and customs) which the Seller's Group,
            or any Third  Party on behalf of any member of the  Seller's  Group,
            has provided or will provide  prior to the Closing  Date,  including
            those  which are  listed  in  Exhibit  14.3 (a),  in favor of, or on
            behalf of, any Group Company to banks, other financial institutions,
            suppliers,   customers  or  other  Third   Parties  (the   "Seller's
            Guarantees") and (ii) shall indemnify and hold harmless the relevant
            members of the Seller's Group from any  obligations  and liabilities
            arising under or in  connection  with the Seller's  Guarantees.  The
            Purchaser  shall  further,  prior to or on the Closing  Date, to the
            extent  that the  relevant  members  of the  Seller's  Group are not
            released  from any Seller's  Guarantees  other than those from which
            the Seller and its Affiliates  have been released in accordance with
            this  Section or such release is not  evidenced,  prior to or on the
            Closing  Date,  by documents  reasonably  acceptable  to the Seller,
            without the Seller having waived the fulfillment of such obligation,
            provide an unconditional  and irrevocable bank guarantee issued by a
            first class (A rated) European or US bank of international  standing
            and payable  upon first  demand,  in form and  substance  reasonably
            acceptable to the Seller (the  "Purchaser's  Bank  Guarantee"),  for
            each of the relevant  Seller's  Guarantees in an amount equal to the
            aggregate  (actual or  contingent)  liability of the Seller's  Group
            under such  Seller's  Guarantees as notified to the Purchaser by the
            Seller no later than five Business Days prior to the Closing Date.

14.4        Derivative Contracts. With effect as of the Closing Date and subject
            to  Closing  occurring  the  Purchaser  hereby  assumes,  and  shall
            indemnify and hold harmless the members of the Seller's  Group from,
            any and all obligations and liabilities  that exist or may arise for
            the  Seller's  Group  and that  relate  to the  derivative,  option,
            forward and hedge agreements and similar instruments which have been
            entered into in connection with the business operations of the Group
            Companies  until the Closing  Date  (including  the  creation of any
            security or  fulfillment  of any payment  obligations)  set forth in
            Exhibit 14.4. The foreign exchange  contracts  executed by companies
            of RAG  Aktiengesellschaft  Affiliates  on behalf of the  Company or
            Group Companies,  which will become due after Closing,  shall not be
            transferred  to the  Company,  but will be held by the Seller  until
            maturity.  Seller will reimburse the owed amounts  according to such
            foreign  exchange  contracts with value of the due date according to
            instructions  by the  Company,  as the case may be.  Purchaser  will
            instruct the Company to pay the

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            owed amounts  pursuant to the  sentence  above with effect as of the
            same date according to an avis prepared by Seller.

14.5        Repayment  of LoC.  The  Purchaser  shall  procure  that  the  Group
            Companies shall pay to Seller all amounts received from customers of
            Group  Companies  within 24 months  after the Closing Date which are
            repayments  of amounts  paid by the Group  Companies on the basis of
            letter of credits which have been called by the  beneficiaries,  but
            not paid on the Closing  Date and to the extent such amount has been
            deducted in the Closing Net Debt Cash calculation in accordance with
            the terms in Section 4.

15.         Covenants

15.1        Conduct of Business prior to Closing.  Except as contemplated by and
            in accordance with the terms of this Agreement,  Seller shall in the
            period between the Signing Date and the Closing Date

15.1.1      not  resolve or permit  any of the  actions  referred  to in Section
            8.16(i)  with the  exception  of (i) payment of the amount due under
            the Profit and Loss  Transfer  Agreement  as provided for in Section
            14.1 and (ii) any payment of dividends or  declaration  of dividends
            by any Group  Company to the Company  relating to the period  ending
            prior to or on December 31, 2006;

15.1.2      instruct the Company (i) to conduct its  business,  and to cause the
            Company's  Subsidiaries to conduct their  businesses in the Ordinary
            Course (including,  without limitation, the satisfaction of payables
            in accordance  with past practice) and in accordance  with legal and
            regulatory  requirements  (including  regulations)  and to  maintain
            current governmental  authorizations and licenses,  and (ii) not to,
            or not to agree to, terminate,  cancel, amend or otherwise adversely
            change the Material  Agreements  or to enter into an agreement  that
            would  qualify as a Material  Agreement  or to amend the articles of
            association  of the Group  Companies and (iii) not to take or permit
            any Group  Company to take any of the  actions set forth in Sections
            8.16(ii) to 8.16(vii),  and 8.16(xi) to 8.16(xiii) without the prior
            written consent of the Purchaser;

15.1.3      cause the Group Companies to use reasonable  efforts to preserve the
            current assets and business organization of the Group Companies,  to
            make the capital  expenditures in an amount equal to 15 % to 30 % of
            the annual budget for 2007, over the period between the Signing Date
            and the Closing  Date  assuming  that such period will not be longer
            than 3  months,  and to  issue  performance  and  related  bonds  in
            accordance with past practice;

15.1.4      procure that the actions listed in Exhibit 15.1.4 hereto relating to
            the Group Companies shall not be taken without the Purchaser's prior
            written consent which shall not be unreasonably withheld;

15.1.5      consult,  and will cause each of the Group Companies to consult,  as
            far as legally  permissible,  during  normal  business  hours and on
            reasonable notice with such

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                                       71


            representatives  and advisers as the Purchaser  may  designate  with
            respect to operational,  legal, regulatory or financial matters of a
            material nature concerning any of the Group Companies; and

15.1.6      procure that the currency hedging related to the operative  business
            of the Group Companies is continued in accordance with past practice
            at arm's length terms through foreign  exchange  forward  contracts;
            and

15.1.7      procure  that the  Company  enters  into the  real  estate  purchase
            agreement  referred to in Section  7.1.1(xv) on terms and conditions
            consistent with Exhibit 7.1.1(xv)(a) and Exhibit 7.1.1(xv)(b), or as
            approved by the Purchaser.

15.2        Social Charter.  Purchaser  shall procure that the Company  fulfills
            the  obligations  set forth in the collective  bargaining  agreement
            including its amendments (the "Collective  Bargaining Agreement") as
            attached  hereto in Exhibit 15.2 between the Company and Metall NRW,
            North Rhine Westfalia Metal and Electrical Industry,  represented by
            the  Federation of Metal Industry  Enterprises  for Dortmund and the
            Dortmund Region (as a representative  of the Company) and IG Metall,
            NRW District Management, represented by IG Metall, Dortmund Office.

15.3        Use of RAG-Marks, -Domains and -Names.

            After the Closing Date, the Purchaser  shall not use and ensure that
            none of the Group  Companies  uses (as part of a corporate  or trade
            name, business identifier,  trademark, internet domain or otherwise)
            neither of the designations RAG and / or RAG Coal  International AG,
            RAG-    and   /   or   RAG   Coal    International-Logo    ([GRAPHIC
            OMITTED],[GRAPHIC  OMITTED]),  any designation likely to be confused
            therewith   with  regard  to  the  name  "RAG"  (the   "RAG-Marks").
            Furthermore,  except as provided below,  the Purchaser shall not use
            and  ensure  that  none of the  Group  Companies  uses or sells  any
            brochure,  sales  literature,  letterhead,  web page,  packaging  or
            promotional or other materials,  including online material,  company
            cars,  premises or any other products (the "Labeled  Objects") which
            contain or carry any of the  aforementioned  RAG-Marks  or any other
            mark, names or logos which indicate that the Purchaser or any of the
            Group Companies is or was part of the RAG Group. The Group Companies
            shall,  however,  be  permitted  for an interim  use-up  period of 6
            months  for  online  material,   including   internet  domains,   in
            particular  including  the  content  of the  internet  domain  under
            www.dbt.de)  after the  Closing  Date,  to  continue  to use Labeled
            Objects  which have already been labeled as of the Closing Date with
            any of the  aforementioned  RAG-Marks  or which  bear the  corporate
            design of the RAG Group,  in order to allow an orderly change to new
            marketing and branding,  provided that any of these Labeled  Objects
            are labeled with a sticker  indicating that the Group Companies have
            left the RAG Group.  Without undue delay after the Closing Date, the
            Purchaser shall take, or cause to be taken, all outstanding  actions
            and  issue,  or cause  to be  issued,  all  declarations  which  are
            necessary or appropriate to comply with the above  obligations.  The
            Purchaser  shall  indemnify  and hold harmless any member of the RAG
            Group companies from all obligations and liabilities  arising out of
            or in  connection  with  the  use  of  Labeled  Objects  and / or in
            infringement of any of the provisions of this Section 15.3.

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                                       72


15.4        Lock-up  Undertaking.  The Seller  agrees that it will not,  without
            prior  written  consent of the Purchaser or other than in accordance
            with the provisions of this Section 15.4 for a period of three years
            following  the Closing Date (i) directly or indirectly  offer,  sell
            contract  to sell,  loan,  pledge,  sell an option to buy, or buy an
            option to sell any of the  Consideration  Shares or otherwise assign
            or sell the Consideration  Shares or (ii) enter into any transaction
            (including swap hedging,  short sale or similar  transactions)  that
            transfers to a Third Party,  in whole or in part,  the economic risk
            of holding the  Consideration  Shares regardless of whether any such
            transaction  is to be settled by delivery of shares,  or in cash, or
            by other consideration. The foregoing restrictions will not apply to

            (i)   a  transfer  of  the  Consideration  Shares  to  the  Seller's
                  Affiliates, provided that such Affiliates agree to be bound by
                  the  preceding  obligations  pursuant  to a written  agreement
                  reasonably  acceptable  to the Purchaser  and  containing  the
                  guarantees by such Affiliate  corresponding to those set forth
                  in Section 8.18; and

            (ii)  a sale,  transfer or disposal or other transaction of the kind
                  referred to in sentence 1 of such number of the  Consideration
                  Shares equaling

                  (a)   up to 30 % of  the  aggregate  number  of  Consideration
                        Shares on or after the first  anniversary of the Closing
                        Date;

                  (b)   up to 60 % of  the  aggregate  number  of  Consideration
                        Shares on or after the second anniversary of the Closing
                        Date;

                  (c)   up to 100 % of the  aggregate  number  of  Consideration
                        Shares on or after the third  anniversary of the Closing
                        Date; and

            (iii) a sale,  transfer or disposal or other transaction of the kind
                  referred  to in  sentence  1 in  connection  with (a) a tender
                  offer by Bucyrus International, Inc., or any of its Affiliates
                  to  re-purchase   shares  in  Bucyrus   International,   Inc.,
                  applicable to all shareholders  thereof, a capital decrease of
                  Bucyrus  International,  Inc.,  or a  redemption  of shares in
                  Bucyrus  International,  Inc.,  applicable to all shareholders
                  thereof,  regardless  of the  class of  shares  to which  such
                  offer,  capital  decrease  or  redemption  may relate or (b) a
                  spin-off,  merger or the liquidation of Bucyrus International,
                  Inc; and

            (iv)  the acceptance of a public offer for the purchase of shares in
                  Bucyrus International, Inc., by any Third Party which has been
                  recommended by the board of directors or the  shareholders  of
                  Bucyrus International, Inc., regardless of the class of shares
                  to which such offer relates.

            Until the  expiration of 2 years from the Closing Date,  Purchaser's
            Guarantor shall make available all public  information  required by,
            and in the  manner  set forth in,  paragraph  (c) of Rule 144 of the
            Securities Act, or any successor thereto.

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                                       73


15.5        Access to Information.  From the date of this Agreement  through the
            Closing Date, the Seller shall cause each of the officers, managers,
            directors,  employees,  auditors  and  agents of the  Seller and the
            Group  Companies  to afford  to the  Purchaser  and the  Purchaser's
            officers,  directors,  employees,  auditors,  agents and lenders the
            right at any time, on reasonable notice during normal business hours
            and  provided  such  access  does  not   unreasonably   disrupt  the
            operations  of the  Business,  access to the  management  employees,
            auditors, agents, real and personal property, facilities,  inventory
            and books and records as Purchaser  reasonably  shall deem necessary
            or  desirable  and subject to such  reasonable  restrictions  as the
            Seller  may  request  to  maintain   the   confidentiality   of  its
            confidential  information,   this  Agreement  and  the  transactions
            contemplated  hereby, and shall furnish such financial and operating
            data and other information with respect to the Group Companies,  the
            Business and the Shares as the Purchaser may reasonably  require. No
            such access, examination or review shall in any way affect, diminish
            or terminate  any of the  guarantees  or covenants of the Seller set
            forth herein.

15.6        Financial Statements.  As soon as possible, but not later than March
            25, 2007, the Seller shall deliver to the Purchaser the  Stand-Alone
            Financial  Statements  (except for the financial  statements for the
            fiscal year 2006) (i)  reconciled to US GAAP  compliant with SEC Reg
            S-X, such  reconciliation  to be audited by KPMG, Essen and (ii) and
            their audits being brought into accordance  with GAAS.  Furthermore,
            the Seller shall deliver to the Purchaser,  as soon as possible, but
            no later than the Closing  Date,  unqualified  audited  consolidated
            financial  statements  of the Company  (consisting  of  consolidated
            balance sheet, consolidated profit and loss account and notes, and a
            group  report on the  situation  of the Company) for the fiscal year
            2006  prepared in  accordance  with IFRS and  reconciled  to US GAAP
            compliant  with SEC Reg S-X,  such  reconciliation  to be audited by
            KPMG in accordance with GAAS. In the event that the Seller is not in
            a  position  to  deliver  the   reconciled   Stand-Alone   Financial
            Statements by April 10, 2007, the Seller shall, as soon as possible,
            but no later than on July 10, 2007 deliver the Stand-Alone Financial
            Statements and unqualified audited consolidated financial statements
            of  the  Company   (consisting   of   consolidated   balance  sheet,
            consolidated  profit and loss account and notes,  and a group report
            on the  situation  of the  Company)  for the  period  commencing  on
            January 1, 2007 and ending on March 31, 2007,  (i)  reconciled to US
            GAAP compliant with SEC Reg S-X, such  reconciliation  to be audited
            by KPMG,  and (ii) their audits being brought into  accordance  with
            GAAS.

15.7        Supplemental  Disclosures.  The Seller shall have the  obligation to
            supplement and amend the  Disclosure  Schedules to this Agreement as
            necessary with respect to any matter hereafter arising or discovered
            which, if known at the Signing Date,  would have been required to be
            set  forth  or  described  in  the  Disclosure  Schedules  provided,
            however,  that for the purpose of the rights and  obligations of the
            parties hereunder, any such supplemental or amended disclosure shall
            not, except as Purchaser may otherwise  agree in writing,  be deemed
            to have  cured any  breach of any  guarantee  made in Section 8. The
            Seller shall  promptly  notify the Purchaser in writing of any event
            following the Signing Date which the Seller  becomes aware that will
            or  may  reasonably  be  expected  to be a  Material  Breach  of the
            guarantees set forth in Section 8.

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                                       74


15.8        Survey.  Prior to the Closing Date,  the Seller shall deliver to the
            Purchaser a Survey  reasonably  acceptable  to the Purchaser in form
            and substance, certified within sixty (60) days prior to the Closing
            Date, prepared by a surveyor licensed in the jurisdiction where such
            Owned Real  Property is located and certified to the Purchaser and a
            title company selected by the Purchaser. The Purchaser shall pay the
            costs and  expenses  of  Surveys,  whether  or not the  transactions
            contemplated under this Agreement are consummated. Seller shall give
            the  Purchaser  such  assistance  as the  Purchaser  may  reasonably
            request to obtain title  insurance on the Owned Real Property in the
            United States.

15.9        Payment  obligations.  The  Seller  shall  procure  that  the  Group
            Companies  will duly  fulfill  (i) any and all  payment  obligations
            towards their employees,  Key Employees,  former employees or former
            managing  directors  relating  to the time prior to Closing and (ii)
            any and  all  obligations  to pay or to  withhold  and  pay  amounts
            required by law,  statutes,  regulations,  Collective  Agreements or
            employment  contract,  including but not limited to taxes and social
            security contributions, relating to the time prior to Closing.

15.10       Performance/Damages.   Claims   under  this   Section  15  shall  be
            time-barred  7 years after the Closing  Date.  Section 9 shall apply
            with the  exception  of Sections  9.4.1and  9.5. For the purposes of
            Sections   15.1  and  15.4,   "Loss"  or  "Losses"   shall   include
            consequential or indirect damages (Folgeschaden, mittelbare Schaden)
            and loss of profits  (entgangener  Gewinn). The limitations pursuant
            to Section 9.1, second to last and last sentence, shall apply.

16.         Non-Compete

            For a period of three years after the Closing Date, the Seller shall
            not, and shall cause its  Affiliates for so long as they continue to
            be an Affiliate of the Seller not to

16.1        engage in the business of the Group Companies as conducted as of the
            Closing Date in the current  geographical  area of activities of the
            Group  Companies  (the  "Business"),  provided,  however,  that  the
            following  activities  shall  be  exempt  from the  covenant  not to
            compete:

16.1.1      any  activities  directly or  indirectly  conducted  by the Seller's
            Group (as  existing  on the  Signing  Date) as of the  Closing  Date
            including  such of Deutsche  Steinkohle  AG and DMT Deutsche  Montan
            Technologie GmbH for captive use within Seller's Affiliates; or

16.1.2      the manufacture and distribution of products and parts thereof which
            are (as of the Signing  Date)  offered by the  Seller's  Group as an
            integral part of, or in  combination  with,  other products that are
            not currently distributed by the Group Companies; or

16.1.3      the  acquisition  of an  interest of 5% of the  outstanding  capital
            and/or  voting  rights in an entity  engaged in business  activities
            competing with the Business, provided the

<PAGE>
                                       75


            Seller and its  Affiliates  are  excluded  from any control over the
            management of such company; or

16.2        solicit  for  employment  of any Key  Employee,  provided  that this
            covenant  shall not apply  with  respect  to any  person who (i) has
            given notice of  termination  of, or agreed with the relevant  Group
            Company to  terminate,  his  employment  without any  inducement  by
            Seller or its  respective  Affiliate,  (ii) has been given notice of
            termination of his employment by any of the Group Companies or (iii)
            seeks  for  employment  with  Seller or any of its  affiliates  as a
            result of general advertising or otherwise upon his own initiative.

17.         Transition of Business

17.1        General Cooperation. Notwithstanding the rights of the Parties under
            this Agreement, after the Closing the Seller and the Purchaser shall
            cooperate  and  use  reasonable  efforts  to  provide  for a  smooth
            transition of the Group  Companies to Purchaser as soon as possible.
            This  shall  include  (i) the  conclusion  of  transitional  service
            agreements  between the Group  Companies  and the Seller or Seller's
            Affiliates,  in each  case on  terms  mutually  agreed  between  the
            respective  parties  and (ii)  such  assistance  the  Purchaser  may
            reasonably  request to change the fiscal year of the  Company  after
            the Closing Date.

17.2        IT Licenses.  The Purchaser  acknowledges  that the right to use any
            software and to be rendered IT services under the agreements  listed
            in  Exhibit  17.2 that  have been  entered  into by  members  of the
            Seller's  Group will  terminate  upon Closing.  The  Purchaser  will
            procure  the  entry by the  Group  Companies  into IT  software  and
            service  agreements to replace such  terminating  agreements  and to
            secure a smooth transition.

17.3        Insurances.  The Purchaser  acknowledges  that the  insurance  cover
            provided  under the  insurance  policies  taken out by the  Seller's
            Group (including trade credit  insurance) and listed in Exhibit 17.3
            will  terminate  upon Closing.  The Purchaser  will procure that the
            Group Companies take out such insurance  coverage as is necessary as
            replacement.  The Purchaser  shall procure that the Group  Companies
            shall pass on to the Seller all  repayments  or refunds of insurance
            premiums  paid by the insurer to the Group  Companies in relation to
            insurances prepaid and terminated early at the Closing Date less any
            termination fees to be borne by the Group  Companies.  If the Seller
            procures at its expense  insurance  coverage  for product  liability
            claims  arising under  Section 10.3 the Purchaser  shall ensure that
            the Group  Companies  fulfill their  obligations  under the relevant
            insurance,  if any, and the Seller and the  Purchaser  shall procure
            that the Group  Companies  cooperate in good faith to give effect to
            such insurance coverage.

17.4        Notification to Business  Partners.  The Purchaser will procure that
            the  Group  Companies  together  with the  Seller  will  notify  all
            business  partners in writing  promptly  after the Closing Date that
            any  payments,  credits  and  debits  may no  longer  be made on the
            accounts  belonging to the cash pool referred to in Section 4.2, but
            on such newly opened  accounts of the Group Companies only which are
            specified in the

<PAGE>
                                       76


            respective  notification to business partners. If, after the Closing
            Date, the Seller or any of Seller's Affiliates receives any payments
            which are made for the benefit of the Company, then the Seller shall
            forward  (with no right to set off) such  amounts to a bank  account
            held by the Company as listed in Exhibit 17.4. If, after the Closing
            Date,  the  Seller  makes  payments  or incurs  liabilities  for the
            benefit of the Company which have been approved by the Purchaser and
            such  payments  or  liabilities  are  booked  on  an  account  to be
            established by Seller (the "Current  Account"),  the Purchaser shall
            procure  that such  amounts  are paid by the Company  without  undue
            delay. To the extent any debits are made by the Company and / or the
            Subsidiaries on the accounts  belonging to the cash pool referred to
            in Section 4.2  (including  the Current  Account)  after the Closing
            Date or any other accounts  maintained by the Seller's Group for the
            Company  and / or the  Subsidiaries  the  Purchaser  shall  promptly
            balance,  or shall procure that the Company will  promptly  balance,
            any such debit by making  payment  to the  respective  account.  Any
            payment to be made in  accordance  with this  Section  17.4 shall be
            made in the currency in which the respective account denominates.

17.5        Termination of Intra-group Agreements. The Seller shall procure that
            on or before the  Closing,  the  agreements  listed in Exhibit  17.5
            between the Group  Companies  on the one side and the Seller and the
            Seller's  Affiliates on the other side shall be terminated by mutual
            agreement with effect as of the Closing Date. The termination  shall
            be made without any additional costs due to such termination  (e.g.,
            break-up  fees) to the  respective  party;  outstanding  obligations
            shall be fulfilled when due.

17.6        Consent  Declaration  Change of Fiscal Year.  Upon request of and in
            consultation  with the  Purchaser  the  Seller  shall (i) obtain the
            necessary  consent  declaration  of the competent tax authority with
            respect to the shortening of the Company's  fiscal year so that such
            short  fiscal year ends on or after the Closing  Date and (ii) shall
            undertake appropriate steps to give effect to such short fiscal year
            under  company  law.  The  Parties  shall use their best  efforts to
            timely  fix the  relevant  date  for the  short  fiscal  year and to
            implement the above steps. For the avoidance of doubts any resulting
            cost shall economically be borne by Purchaser.

18.         Confidentiality and Public Announcements

18.1        Confidentiality  in relation to Group Companies.  The Seller and the
            Seller's   Guarantor  shall  keep  the  knowledge  about  the  Group
            Companies and their business  operation  strictly  confidential with
            the  exception  that  (i)  the  Seller  has  and  will  provide  its
            professional advisors with information relating the Group Companies,
            (ii) Seller may disclose any  information  if it is required by law,
            and  (iii)  Seller  may  be  entitled  to  disclose  information  if
            necessary to defend or prosecute lawsuits.

18.2        Confidentiality  in  relation  to this  Agreement  and the  Parties.
            Subject to Section 18.4, the Parties, the Purchaser's  Guarantor and
            the  Seller's   Guarantor  shall  keep  the  knowledge  obtained  in
            connection  with the  negotiations  and execution of this  Agreement
            with respect to this Agreement, the transactions contemplated herein
            and

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                                       77


            the  other  Parties  and  their  Affiliates  (except  for the  Group
            Companies to which  Section 18.1 shall apply  exclusively)  strictly
            confidential.

18.3        Confidentiality  Agreement.  Subject to Section  18.4 the rights and
            obligations under the  confidentiality  agreement between the Seller
            and the  Purchaser's  Guarantor  dated  January  13/14,  2005 and as
            extended  by  agreement   dated  September  12,  2006  shall  remain
            unaffected.

18.4        Announcements.  Each of the Parties,  the Seller's Guarantor and the
            Purchaser's  Guarantor  undertakes that prior to the Closing Date it
            will not make an  announcement  in  connection  with this  Agreement
            unless (i) such  announcement  or other  disclosure  is  required by
            applicable  law,  legal  process or any  applicable  stock  exchange
            (NASDAQ)  rule or  regulation,  or (ii) the timing and content of an
            announcement  or  other  disclosure  regarding  any  aspect  of  the
            transactions  contemplated  herein has been  preceded by the written
            consent of the  Purchaser  (which may be granted or  withheld in its
            reasonable discretion)

19.         Notices

            All  notices  and other  communications  hereunder  shall be made in
            writing unless  notarization  or any other specific form is required
            by  mandatory  law,  in the  English  language  and  shall  be  hand
            delivered  or sent by  telefax,  mail or  courier  to the  following
            addresses:

            If to Seller, to:

            RAG Coal International AG
            Rechtsabteilung
            Attn. Dr. Thomas Altenbach
            Rellinghauser Stra(beta)e 1 - 11
            45128 Essen
            Germany
            Telefax-No. +49 - 201 - 177 4039

                  with a copy to:

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Attn. Dr. Bernd Mayer / Dr. Lutz Zimmer
                  Karl-Scharnagl-Ring 7
                  80539 Munich
                  Germany
                  Telefax-No. +49 - 89 - 24 44 95 300

<PAGE>
                                       78


            If to Purchaser, to:

            Bucyrus International, Inc.
            Attn. Craig R. Mackus P.O. Box 500
            1100 Milwaukee Avenue, WI 53172
            USA
            Telefax-No. +1 - 414 - 768 5060

                  with a copy to:

                  Winston & Strawn LLP
                  Attn: Gregory J. Bynan
                  35 W. Wacker Drive
                  Chicago, IL 60601
                  USA
                  Telefax-No. +1 - 312 - 558 5700

                  and

                  Freshfields Bruckhaus Deringer
                  Attn: Dr. Anselm Raddatz / Dr. Wolfram Rhein
                  Feldmuhleplatz 1
                  40545 Dusseldorf
                  Germany
                  Telefax-No. +49 - 211 - 49 79 103

            If to Purchaser's Guarantor, to:

            Bucyrus International, Inc.
            Attn. Craig R. Mackus
            P.O. Box 500
            1100 Milwaukee Avenue WI 53172
            USA
            Telefax-No. +1 - 414 - 768 5060

                  with a copy to:

                  Winston & Strawn LLP
                  Attn: Gregory J. Bynan
                  35 W. Wacker Drive
                  Chicago, IL 60601
                  USA
                  Telefax-No. +1 - 312 - 558 5700

                  and

<PAGE>
                                       79


                  Freshfields Bruckhaus Deringer
                  Attn: Dr. Anselm Raddatz / Dr. Wolfram Rhein
                  Feldmuhleplatz 1
                  40545 Dusseldorf
                  Germany
                  Telefax-No. +49 - 211 - 49 79 103

            or to such other  recipients  or addresses  which may be notified by
            any Party to the other Parties in the future in writing.

20.         Costs and Taxes

20.1        Costs of Advisors.  Each Party shall bear its own costs and expenses
            in connection with the  preparation,  execution and  consummation of
            this  Agreement,   including,   without  limitation,   any  and  all
            professional fees and charges of its advisors.

20.2        Other Costs;  Fees. The costs of the  notarization of this Agreement
            shall  be  borne  by  the  Purchaser.  The  fees  of  the  competent
            governmental  antitrust authorities shall be borne by the Seller and
            Purchaser  in  equal  amounts.  Seller  shall  pay  the  fees of the
            notarization  of  the  accession  of  Seller's   Guarantor  to  this
            Agreement,  and the  integration of the financial  statements of the
            Company as of December 31, 2006 in accordance with Section 8.7.1.

20.3        Taxes.  Any transfer  taxes,  including,  without  limitation,  real
            estate  transfer tax  (Grunderwerbsteuer),  and similar  domestic or
            foreign   taxes  or  charges   resulting   from  the  execution  and
            consummation  of this  Agreement  shall be  borne  by the  Purchaser
            subject to Section  13.6.1 (iv).  Capital gains taxes shall be borne
            by the Seller.

<PAGE>
                                       80


21.         Miscellaneous

21.1        Exhibits.  All Exhibits to this Agreement  constitute a part of this
            Agreement.  In the case of a conflict  between  any  Exhibit and the
            provisions of this Agreement, the provisions of this Agreement shall
            prevail.

21.2        Entire  Agreement.  This Agreement,  the Exhibits and the Disclosure
            Schedules and the  Confidentiality  Agreement between the Seller and
            the Purchaser's  Guarantor dated January 13/14,  2005 as extended by
            agreement  dated  September  12,  2006  shall  comprise  the  entire
            agreement  between the Parties  concerning the subject matter hereof
            and  shall   supersede  and  replace  all  prior  oral  and  written
            declarations  of  intention  made by the Parties in respect  thereof
            (including,  but not  limited  to the  notarized  Letter  of  Intent
            between the Seller and the Purchaser's  Guarantor dated November 10,
            2006).

21.3        Amendments.  Any amendments to this Agreement (including  amendments
            to this  clause)  shall be  valid  only if made in  writing,  unless
            mandatory law provides for stricter form requirements.

21.4        Interpretation.  The  headings in this  Agreement  are  inserted for
            convenience  only and shall not  affect the  interpretation  of this
            Agreement.   Except  as  set  forth  otherwise,  all  references  to
            "Section" refer to the corresponding Section of this Agreement.  All
            words used in this  Agreement will be construed to be of such number
            as the circumstances  require.  The word "including" shall not limit
            the preceding words or terms.  Where this Agreement  provides that a
            Party shall procure a certain action or situation,  such Party shall
            be strictly liable, without regard to negligence or other fault, for
            any  Losses of the  other  Party  resulting  from the fact that such
            action   or   situation    is   not   brought    about   as   agreed
            (verschuldensunabhangige  Erfolgshaftung).  Wherever this  Agreement
            requires  the  disclosure  of or  otherwise  refers to a contract or
            other  agreement,  such  disclosure  requirement or other  reference
            shall  apply to and include all  ancillary  agreements,  amendments,
            side  letters,  waivers  and  similar  documents,  if  any,  related
            thereto.

21.5        Reference  to  German  Legal  Terms.  Any  reference  made  in  this
            Agreement to any types of companies or participations,  proceedings,
            authorities or other bodies,  rights,  institutions,  Regulations or
            legal relationships  (herein collectively  referred to as the "Legal
            Terms")  under  German  law  shall  extend to any  corresponding  or
            identical  Legal Terms under foreign law to the extent that relevant
            facts and  circumstances  must be assessed  under such  foreign law.
            Where no  corresponding  or identical  Legal Terms under foreign law
            exist,  such Legal Terms shall be  introduced as come closest to the
            Legal Terms under German law.

21.6        German Terms. If provisions in this Agreement  include English terms
            with respect to which  German  terms have been  inserted in brackets
            and / or italics  immediately after the English term, the respective
            German  terms  alone   rather  than  the  English   terms  shall  be
            authoritative for the interpretation of the respective provisions.

<PAGE>
                                       81


21.7        Assignment.

21.7.1      Except  as  expressly  set  forth in this  Agreement,  no Party  may
            assign,  delegate  or  otherwise  transfer  any  of  its  rights  or
            obligations  under this Agreement  without the consent of each other
            Party.  Seller  hereby  consents to the  assignment of any claims of
            Purchaser  under  this  Agreement  to any banks or other  lenders as
            collateral  for any debt  incurred by Purchaser or any  Affiliate of
            Purchaser in connection  with the financing of the Purchase Price or
            any obligations of Purchaser under this Agreement.

21.7.2      If the Purchaser transfers any controlling shareholding in any Group
            Company to any Third Party,  Purchaser  shall ensure that such Third
            Party  assumes  the  obligations  set forth or  referred  to in this
            Agreement,  to  the  extent  that  such  obligations  relate  to the
            relevant Company,  business or asset. Purchaser shall remain jointly
            and severally  liable to Seller with respect to the due  fulfillment
            of any such obligations by the relevant Third Party.

21.7.3      Neither this Agreement nor any provision contained in this Agreement
            is  intended  to confer  any rights or  remedies  upon any person or
            entity other than the Parties.

21.8        Set-off  and  Retention.  Except as  otherwise  agreed  between  the
            Parties,  no Party shall be entitled to set off  (aufrechnen) or net
            (verrechnen)  against  any  claims  of any other  Party  under or in
            connection with this Agreement or to exercise any right of retention
            (Zuruckbehaltungsrecht).

21.9        Governing Law. This Agreement shall be governed by, and be construed
            in  accordance  with,  the laws of the Federal  Republic of Germany,
            without  regard  to  principles  of  conflicts  of  laws  and  under
            exclusion of the United  Nations  Convention  on  Contracts  for the
            International Sale of Goods (CISG).

21.10       Arbitration.  Any dispute, controversy or claim arising out of or in
            connection with this Agreement including the breach,  termination or
            invalidity  thereof shall be finally settled by binding  arbitration
            by the Rules of Arbitration of the International Chamber of Commerce
            ("ICC Rules") in effect at the time of such  arbitration  (except as
            such  rules may be  modified  herein or by mutual  agreement  of the
            parties to such arbitration) by three  arbitrators,  each of them to
            be fluent in German and in English.  Each Party shall  nominate  one
            arbitrator  in  accordance  with  the ICC  Rules.  The so  nominated
            arbitrators  shall  appoint  the third  arbitrator  who shall act as
            chairman. If the two party-appointed arbitrators fail to appoint the
            third  arbitrator  within a period  of  thirty  (30)  days as of the
            appointment  of the  second  party-appointed  arbitrator  the  third
            arbitrator  shall  be  appointed  by  the  International  Center  of
            Arbitration  in  accordance  with  the ICC  Rules.  The  seat of the
            arbitration  shall be London.  The language of the arbitration shall
            be English,  provided that the parties to the  arbitration  shall be
            allowed  to  submit  documents  in German  or in  English.  For this
            Section  21.10 the Seller and Seller's  Guarantor  and the Purchaser
            and Purchaser's  Guarantor  respectively  shall be deemed to be each
            one joint party.

21.11       Partial Invalidity.  In the case that one or more provisions of this
            Agreement shall be invalid or  unenforceable,  this shall not affect
            the validity and enforceability of the

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            other  provisions of this Agreement.  In such case the Parties agree
            to recognize and give effect to such valid and enforceable provision
            or provisions  which  reflect as closely as possible the  commercial
            intention  of such  invalid or  unenforceable  provision  as regards
            subject matter,  amount, time, place and extent. The aforesaid shall
            apply  mutatis  mutandis  to any gap in this  Agreement.  The Seller
            hereby  waives any  argument or claim or defense with respect to the
            validity and  enforceability  of Section 7.1.8  including the amount
            payable thereunder.

21.12       Full Liability. For the avoidance of doubt, the Seller shall be 100%
            liable  (subject  to the  limitations  set  forth  herein)  for  the
            fulfillment of any of its covenants or other  obligations and any of
            Purchaser's rights or remedies under this Agreement,  without regard
            to the fact that the Seller owns, and shall transfer hereunder, less
            than 100% of the Shares in the Company.

21.13       Seller's  Guarantor.  Upon  accession of Seller's  Guarantor to this
            Agreement  in  accordance  with Section  7.2.3(iii)  which is hereby
            accepted by the Parties, Seller's Guarantor shall be a Party to this
            Agreement.

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                                       83


                                      DBT HOLDINGS GMBH


                                      By:   /s/ Dr. Wolfram Rhein
                                          --------------------------------
                                            Dr. Wolfram Rhein,
                                            Attorney-in-Fact


                                      BUCYRUS INTERNATIONAL, INC.


                                      By:   /s/ Scott S. Cramer
                                          --------------------------------------
                                            Scott S. Cramer,
                                            Attorney-in-Fact


                                      RAG COAL INTERNATIONAL AKTIENGESELLSCHAFT


                                      By:   /s/ Dr. Thomas Altenbach
                                          -------------------------------
                                            Dr. Thomas Altenbach,
                                            Attorney-in-Fact