Exhibit 10.3


 


ROCKWOOD HOLDINGS, INC.


 


ROCKWOOD SPECIALTIES GROUP, INC.


 


ROCKWOOD
SPECIALTIES GROUP GMBH


 






 


SACHTLEBEN
CHEMIE GMBH


 


DEUKALION
EINHUNDERTVIERUNDZWANZIGSTE VERMÖGENSVERWALTUNGS-GMBH


 


WHITE PIGMENTS HOLDINGS OY


 


KEMIRA PIGMENTS OY


 






 


KEMIRA GERMANY GMBH


 


KEMIRA OYJ


 






 


AGREEMENT REGARDING THE
IMPLEMENTATION

OF THE TITANIUM DIOXIDE JOINT VENTURE


 






 

















 


Table of Contents


 


	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Preamble

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Sale and Transfer

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Consideration

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Kemira Oberhausen Assets

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Intellectual Property Rights

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Shareholding in Pohjolan Voima Oy

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Business Documents

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Transitional Services

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Warranties

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Supplementary Provisions Regarding the Warranties

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Remedies

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Tax Warranties and Remedies

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  Environmental Warranties and Remedies

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  Further Indemnities and Carve-Out of Closed Landfills

  	
   

  	
  57

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  Third-Party Claims

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  Locked-Box Concept

  	
   

  	
  62

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  Transfer of Employees

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  Trademarks and Company Name “Kemira”

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  Confidentiality

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  Miscellaneous

  	
   

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  Authorized Agent

  	
   

  	
  71

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  Severability

  	
   

  	
  72

  
					



 

















 


List of Annexes


 


	
  Annex 2.1(a)

  	
   

  	
  Short-form purchase and transfer agreement regarding TiO2 Shares;

  
	
   

  	
   

  	
   

  
	
  Annex 2.1(e)

  	
   

  	
  Form of US Transfer Agreement

  
	
   

  	
   

  	
   

  
	
  Annex 4.1(a)

  	
   

  	
  List of Kemira Oberhausen Assets;

  
	
   

  	
   

  	
   

  
	
  Annex 4.1(b)(ii)

  	
   

  	
  List of excluded assets;

  
	
   

  	
   

  	
   

  
	
  Annex 4.1(d)(i)

  	
   

  	
  List of liabilities;

  
	
   

  	
   

  	
   

  
	
  Annex 4.3

  	
   

  	
  Transferred Contracts

  
	
   

  	
   

  	
   

  
	
  Annex 5.1.3(a)

  	
   

  	
  List of Nanotechnology IP Rights

  
	
   

  	
   

  	
   

  
	
  Annex 5.2.1(a)

  	
   

  	
  List of Oberhausen IP Rights;

  
	
   

  	
   

  	
   

  
	
  Annex 5.2.2

  	
   

  	
  Form of Oberhausen IP Rights Transfer Agreement;

  
	
   

  	
   

  	
   

  
	
  Annex 5.3.1

  	
   

  	
  Form of license to certain other IP Rights and Know-How not
  transferred;

  
	
   

  	
   

  	
   

  
	
  Annex 5.3.2-1

  	
   

  	
  Form of back-license agreement;

  
	
   

  	
   

  	
   

  
	
  Annex 5.3.2-2

  	
   

  	
  IP Rights subject to back-license;

  
	
   

  	
   

  	
   

  
	
  Annex 8.1-1

  	
   

  	
  Term sheets for the transitional services to be provided by Kemira to
  Kemira TiO2;

  
	
   

  	
   

  	
   

  
	
  Annex 9.2.6

  	
   

  	
  List of participations in the Company;

  
	
   

  	
   

  	
   

  
	
  Annex 9.2.7

  	
   

  	
  List of interests held by the Company;

  
	
   

  	
   

  	
   

  
	
  Annex 9.4.2-1

  	
   

  	
  List of
  security interests, charges, encumbrances of third parties in Assets;

  



 


2

















 


	
  Annex 9.4.2-2

  	
   

  	
  List of obligations to grant security interests, charges,
  encumbrances;

  
	
   

  	
   

  	
   

  
	
  Annex 9.5.1-1

  	
   

  	
  List of Owned Properties;

  
	
   

  	
   

  	
   

  
	
  Annex 9.5.1-2

  	
   

  	
  List of Used Properties;

  
	
   

  	
   

  	
   

  
	
  Annex 9.5.2-1

  	
   

  	
  List of security interests, charges etc. in Owned Properties;

  
	
   

  	
   

  	
   

  
	
  Annex 9.5.2-2

  	
   

  	
  List of obligations to grant security interests, charges etc. in
  Owned Properties;

  
	
   

  	
   

  	
   

  
	
  Annex 9.5.3-1

  	
   

  	
  List of particulars of all Leases;

  
	
   

  	
   

  	
   

  
	
  Annex 9.5.3-2

  	
   

  	
  Description of default payments or other obligations under the
  Leases;

  
	
   

  	
   

  	
   

  
	
  Annex 9.6.2

  	
   

  	
  List of Registered IP Rights;

  
	
   

  	
   

  	
   

  
	
  Annex 9.6.4

  	
   

  	
  List of Licensed IP Rights;

  
	
   

  	
   

  	
   

  
	
  Annex 9.6.5

  	
   

  	
  List of Challenged IP Rights;

  
	
   

  	
   

  	
   

  
	
  Annex 9.6.7

  	
   

  	
  Employee invention compensations;

  
	
   

  	
   

  	
   

  
	
  Annex 9.7.2

  	
   

  	
  List of claims for defective products;

  
	
   

  	
   

  	
   

  
	
  Annex 9.9.1

  	
   

  	
  List of subsidies;

  
	
   

  	
   

  	
   

  
	
  Annex 9.10.1

  	
   

  	
  List of service contracts of managing directors, supervisory board
  and holders of a registered commercial power of representtation, additional
  agreements and benefits;

  
	
   

  	
   

  	
   

  
	
  Annex 9.10.2

  	
   

  	
  List of executives and foreign employees;

  
	
   

  	
   

  	
   

  
	
  Annex 9.10.3-1

  	
   

  	
  List of employees laid off;

  
	
   

  	
   

  	
   

  
	
  Annex 9.10.3-2

  	
   

  	
  List of liabilities towards retired members of corporate bodies and
  employees;

  



 


3

















 


	
  Annex 9.10.4

  	
   

  	
  List of agreements or promises regarding special rights in regard of
  a change of shareholders;

  
	
   

  	
   

  	
   

  
	
  Annex 9.10.5

  	
   

  	
  List of membership of employers’ associations and collective
  bargaining agreements;

  
	
   

  	
   

  	
   

  
	
  Annex 9.10.6-1

  	
   

  	
  List of shop agreements;

  
	
   

  	
   

  	
   

  
	
  Annex 9.10.6-2

  	
   

  	
  List of reconcilements of interests and social plans;

  
	
   

  	
   

  	
   

  
	
  Annex 9.10.7

  	
   

  	
  List of agreements and promises regarding benefits from pension
  scheme;

  
	
   

  	
   

  	
   

  
	
  Annex 9.10.8

  	
   

  	
  List of obligations based on customary business practice;

  
	
   

  	
   

  	
   

  
	
  Annex 9.10.9

  	
   

  	
  List of collective and individual promises, agreements, plans,
  schemes, regulations, arrangements that restrict the right of termination
  beyond statutory regulation;

  
	
   

  	
   

  	
   

  
	
  Annex 9.10.10

  	
   

  	
  List of stock options;

  
	
   

  	
   

  	
   

  
	
  Annex 9.10.12

  	
   

  	
  List of court, arbitration, public authority proceedings regarding employment
  matters;

  
	
   

  	
   

  	
   

  
	
  Annex 9.10.13

  	
   

  	
  Employee benefit plans;

  
	
   

  	
   

  	
   

  
	
  Annex 9.10.18

  	
   

  	
  List of benefit payments;

  
	
   

  	
   

  	
   

  
	
  Annex 9.11.1

  	
   

  	
  List of Material Agreements;

  
	
   

  	
   

  	
   

  
	
  Annex 9.12

  	
   

  	
  List of ten largest suppliers and customers in 2007, list of
  suppliers without alternative;

  
	
   

  	
   

  	
   

  
	
  Annex 9.13.1-1

  	
   

  	
  List of Insurance Policies;

  



 


4

















 


	
  Annex 9.13.1-2

  	
   

  	
  List of Insurance Policies that must be replaced after the
  consummation of the Transaction;

  
	
   

  	
   

  	
   

  
	
  Annex 9.13.2

  	
   

  	
  Notices of termination or cancellation of Insurance Policies, effects
  of consummation of the Transaction on Insurance Policies;

  
	
   

  	
   

  	
   

  
	
  Annex 9.13.3

  	
   

  	
  Outstanding claims under Insurance Policies;

  
	
   

  	
   

  	
   

  
	
  Annex 9.14

  	
   

  	
  List of court, arbitration or public authority proceedings the Company
  is party to;

  
	
   

  	
   

  	
   

  
	
  Annex 9.15.2

  	
   

  	
  Trading with certain designated countries;

  
	
   

  	
   

  	
   

  
	
  Annex 10.1-1

  	
   

  	
  List of Company’s consolidated Affiliates;

  
	
   

  	
   

  	
   

  
	
  Annex 10.1-2

  	
   

  	
  List of Company’s non-consolidated Affiliates;

  
	
   

  	
   

  	
   

  
	
  Annex 12.2.4

  	
   

  	
  List of Tax audits, assessments or deficiencies pending against the
  Company;

  
	
   

  	
   

  	
   

  
	
  Annex 14.1.1-1

  	
   

  	
  Description of Sachtleben Landfills;

  
	
   

  	
   

  	
   

  
	
  Annex 14.1.1-2

  	
   

  	
  Description of Kemira Closed Landfills;

  
	
   

  	
   

  	
   

  
	
  Annex 14.1.2 

  	
   

  	
  Description of transfer of Sachtleben and Kemira Closed Landfill; 

  
	
   

  	
   

  	
   

  
	
  Annex 14.1.4

  	
   

  	
  Services for Kemira Closed Landfill;

  
	
   

  	
   

  	
   

  
	
  Annex 17.1(a)

  	
   

  	
  List of Oberhausen Transferred Employees;

  
	
   

  	
   

  	
   

  
	
  Annex 17.1(b)

  	
   

  	
  List of Sales Network Employees;

  
	
   

  	
   

  	
   

  
	
  Annex 17.7.2

  	
   

  	
  Information letter pursuant to sec. 613a BGB; and

  
	
   

  	
   

  	
   

  
	
  Annex 17.11

  	
   

  	
  US Transition Services Agreement.

  



 


5

















 


DEFINITIONS


 


In this Agreement


 


	
  “Accounting Principles”

  	
   

  	
  shall have the meaning given to it in section 9.3.1;

  
	
   

  	
   

  	
   

  
	
  “Affected Party”

  	
   

  	
  shall have the meaning given to it in section 11.1;

  
	
   

  	
   

  	
   

  
	
  “Affiliate “

  	
   

  	
  shall have the meaning given to it in section 4.2.2;

  
	
   

  	
   

  	
   

  
	
  “Agreement”

  	
   

  	
  shall mean this agreement;

  
	
   

  	
   

  	
   

  
	
  “Asset” and “Assets”

  	
   

  	
  shall have the meaning given to it in section 9.4.1;

  
	
   

  	
   

  	
   

  
	
  “Audited Annual Accounts”

  	
   

  	
  shall have the meaning given to it in section 9.3.1;

  
	
   

  	
   

  	
   

  
	
  “Balance Sheet Date”

  	
   

  	
  shall have the meaning given to it in section 9.3.1;

  
	
   

  	
   

  	
   

  
	
  “Breaching Party”

  	
   

  	
  shall have the meaning given to it in section 11.1;

  
	
   

  	
   

  	
   

  
	
  “Breach
  of the  No Leakage Provisions”

  	
   

  	
  shall have the meaning given to it in section 16.1(a);

  
	
   

  	
   

  	
   

  
	
  “Business”

  	
   

  	
  shall have the meaning given to it in section 9.1(d)(ii);

  
	
   

  	
   

  	
   

  
	
  “Business Day”

  	
   

  	
  shall have the meaning given to it in section 4.2.1;

  
	
   

  	
   

  	
   

  
	
  “Business Documents”

  	
   

  	
  shall have the meaning given to it in section 7.1;

  
	
   

  	
   

  	
   

  
	
  “Closed Landfills”

  	
   

  	
  shall have the meaning given to it in section 13.1;

  
	
   

  	
   

  	
   

  
	
  “Closing Date”

  	
   

  	
  shall have the meaning given to it in section 2.2;

  
	
   

  	
   

  	
   

  
	
  “Company” and “Companies”

  	
   

  	
  shall have the meaning given to it in the deed caption;

  
	
   

  	
   

  	
   

  
	
  “Comprehensive
  Environmental Permit”

  	
   

  	
  shall have the meaning given to it in section 13.5;

  
	
   

  	
   

  	
   

  
	
  “Covenants”

  	
   

  	
  shall have the meaning given to it in section 16.1(a)(i);

  
	
   

  	
   

  	
   

  
	
  “Effective Date”

  	
   

  	
  shall have the meaning given to in section 2.2;

  



 


6

















 


	
  “Energy Agreements”

  	
   

  	
  shall have the meaning given to in section 6.2;

  
	
   

  	
   

  	
   

  
	
  “Environmental
  Contamination”

  	
   

  	
  shall have the meaning given to it in section 13.1;

  
	
   

  	
   

  	
   

  
	
  “Environmental Laws”

  	
   

  	
  shall have the meaning given to it in section 13.1;

  
	
   

  	
   

  	
   

  
	
  “Environmental Liabilities”

  	
   

  	
  shall have the meaning given to it in section 13.6;

  
	
   

  	
   

  	
   

  
	
  “Environmental Matters”

  	
   

  	
  shall have the meaning given to it in section 13.1;

  
	
   

  	
   

  	
   

  
	
  “ERISA”

  	
   

  	
  shall have the meaning given to it in section 9.10.13;

  
	
   

  	
   

  	
   

  
	
  “Exit Event”

  	
   

  	
  shall have the meaning given to it in section 11.6;

  
	
   

  	
   

  	
   

  
	
  “Financial
  Information and Valuation”

  	
   

  	
  shall have the meaning given to it in section 8.2(c);

  
	
   

  	
   

  	
   

  
	
  “Finnish HoldCo”

  	
   

  	
  shall have the meaning given to it in the deed caption;

  
	
   

  	
   

  	
   

  
	
  “Former Sites”

  	
   

  	
  shall have the meaning given to it in section 13.8;

  
	
   

  	
   

  	
   

  
	
  “Functional
  Additive Business”

  	
   

  	
  shall have the meaning given to it in section 1.1;

  
	
   

  	
   

  	
   

  
	
  “G6 Shares”

  	
   

  	
  shall have the meaning given to it in section 6.1;

  
	
   

  	
   

  	
   

  
	
  “Insurance Policy” and “Insurance Policies”

  	
   

  	
  shall have the meaning given to it in section 9.13.1;

  
	
   

  	
   

  	
   

  
	
  “IP Rights”

  	
   

  	
  shall have the meaning given to it in section 5.1.1;

  
	
   

  	
   

  	
   

  
	
  “IRC”

  	
   

  	
  shall have the meaning given to it in section 9.10.13;

  
	
   

  	
   

  	
   

  
	
  “JV Agreement”

  	
   

  	
  shall have the meaning given to it in section 1.2;

  
	
   

  	
   

  	
   

  
	
  “JV Europe”

  	
   

  	
  shall have the meaning given to it in the deed caption;

  
	
   

  	
   

  	
   

  
	
  “JV Europe Share”

  	
   

  	
  shall have the meaning given to in section 1.3(a);

  
	
   

  	
   

  	
   

  
	
  “JV Europe Share A”

  	
   

  	
  shall have the meaning given to in section 1.5(c)(i);

  



 


7

















 


	
  “JV Europe Share B”

  	
   

  	
  shall have the meaning given to in section 1.5(c)(ii);

  
	
   

  	
   

  	
   

  
	
  “JV
  Europe Share Transfer Receivable”

  	
   

  	
  shall have the meaning given to in section 3.3;

  
	
   

  	
   

  	
   

  
	
  “JV Group Company” and “JV Group Companies”

  	
   

  	
  shall have the meaning given to in section 4.2.2(a);

  
	
   

  	
   

  	
   

  
	
  “JV US”

  	
   

  	
  shall have the meaning given to in section 1.3(g)(i);

  
	
   

  	
   

  	
   

  
	
  “JV US Benefit Plans “

  	
   

  	
  shall have the meaning given to it in section 17.10;

  
	
   

  	
   

  	
   

  
	
  “JV US Interests”

  	
   

  	
  shall have the meaning given to in section 1.3(g)(i);

  
	
   

  	
   

  	
   

  
	
  “Kemira”

  	
   

  	
  shall have the meaning given to it in the deed caption;

  
	
   

  	
   

  	
   

  
	
  “Kemira Germany”

  	
   

  	
  shall have the meaning given to it in the deed caption;

  
	
   

  	
   

  	
   

  
	
  “Kemira Closed Landfill”

  	
   

  	
  shall have the meaning given to it in section 14.1.1;

  
	
   

  	
   

  	
   

  
	
  “Kemira Inc.”

  	
   

  	
  shall have the meaning given to it in section 1.3(g)(ii);

  
	
   

  	
   

  	
   

  
	
  “Kemira Inc. Shares”

  	
   

  	
  shall have the meaning given to it in section 1.3(g)(ii);

  
	
   

  	
   

  	
   

  
	
  “Kemira Oberhausen Assets”

  	
   

  	
  shall have the meaning given to it in section 1.3(f);

  
	
   

  	
   

  	
   

  
	
  “Kemira
  Share Transfer Receivable”

  	
   

  	
  shall have the meaning given to it in section 3.1.1;

  
	
   

  	
   

  	
   

  
	
  “Kemira TiO2”

  	
   

  	
  shall have the meaning given to it in the deed caption;

  
	
   

  	
   

  	
   

  
	
  “Kemira
  TiO2 Pigments Business”

  	
   

  	
  shall have the meaning given to it in section 1.1;

  
	
   

  	
   

  	
   

  
	
  “Kemira TiO2 Shares”

  	
   

  	
  shall have the meaning given to it in section 1.3(e);

  
	
   

  	
   

  	
   

  
	
  “Kemira Trademarks” 

  	
   

  	
  shall have the meaning given to it in section 18.1; 

  
	
   

  	
   

  	
   

  
	
  “Know-How”

  	
   

  	
  shall have the meaning given to it in section 5.1.2;

  



 


8
















 


	
  “Landfills”

  	
   

  	
  shall have the meaning given to it in section 13.1;

  
	
   

  	
   

  	
   

  
	
  “Law”

  	
   

  	
  shall have the meaning given to it in section 7.1(b);

  
	
   

  	
   

  	
   

  
	
  “Lease” and “Leases”

  	
   

  	
  shall have the meaning given to it in section 9.5.3;

  
	
   

  	
   

  	
   

  
	
  “Master Agreement”

  	
   

  	
  shall have the meaning given to it in section 1.2;

  
	
   

  	
   

  	
   

  
	
  “Material Agreements”

  	
   

  	
  shall have the meaning given to it in section 9.11.1;

  
	
   

  	
   

  	
   

  
	
  “Material IP Rights”

  	
   

  	
  shall have the meaning given to it in section 9.6.1;

  
	
   

  	
   

  	
   

  
	
  “Maybrook”

  	
   

  	
  shall have the meaning given to it in section 1.3(g)(ii);

  
	
   

  	
   

  	
   

  
	
  “Maybrook Shares”

  	
   

  	
  shall have the meaning given to it in section 1.3(g)(ii);

  
	
   

  	
   

  	
   

  
	
  “Nanotechnology
  IP Rights”

  	
   

  	
  shall have the meaning given to it in section 5.1.3;

  
	
   

  	
   

  	
   

  
	
  “Nanotechnology
  Know How”

  	
   

  	
  shall have the meaning given to it in section 5.1.3(b);

  
	
   

  	
   

  	
   

  
	
  “Oberhausen
  Business Unit”

  	
   

  	
  shall have the meaning given to it in section 1.3(f);

  
	
   

  	
   

  	
   

  
	
  “Oberhausen IP Rights”

  	
   

  	
  shall have the meaning given to it in section 5.2.1;

  
	
   

  	
   

  	
   

  
	
  “Oberhausen IP Rights Transfer Agreement”

  	
   

  	
  shall have the meaning given to it in section 5.2.2

  
	
   

  	
   

  	
   

  
	
  “Oberhausen Transfer Receivable”

  	
   

  	
  shall have the meaning given to it in section 3.1.2;

  
	
   

  	
   

  	
   

  
	
  “Oberhausen
  Transferred Employees”

  	
   

  	
  shall have the meaning given to in section 17.1(a);

  
	
   

  	
   

  	
   

  
	
  “Owned Properties”

  	
   

  	
  shall have the meaning given to it in section 9.5.1;

  
	
   

  	
   

  	
   

  
	
  “Party” and “Parties”

  	
   

  	
  shall have the meaning given to it in the deed caption;

  
	
   

  	
   

  	
   

  
	
  “Permits”

  	
   

  	
  shall have the meaning given to it in section 9.8.1;

  



 


9

















 


	
  “Permitted Liens”

  	
   

  	
  shall have the meaning given to it in section 9.4.2;

  
	
   

  	
   

  	
   

  
	
  “Pori Landfill”

  	
   

  	
  shall have the meaning given to it in section 13.1

  
	
   

  	
   

  	
   

  
	
  “PPV”

  	
   

  	
  shall have the meaning given to it in section 6.1;

  
	
   

  	
   

  	
   

  
	
  “Pre-Effective-Date Period”

  	
   

  	
  shall have the meaning given to it in section 12.3.2;

  
	
   

  	
   

  	
   

  
	
  “Properties” and “Property”

  	
   

  	
  shall have the meaning given to it in section 9.5.1;

  
	
   

  	
   

  	
   

  
	
  “PVO”

  	
   

  	
  shall have the meaning given to it in section 6.1;

  
	
   

  	
   

  	
   

  
	
  “Registered IP Rights”

  	
   

  	
  shall have the meaning given to it in section 9.6.2;

  
	
   

  	
   

  	
   

  
	
  “Rockwood”

  	
   

  	
  shall have the meaning given to it in the deed caption;

  
	
   

  	
   

  	
   

  
	
  “Rockwood Germany”

  	
   

  	
  shall have the meaning given to it in the deed caption;

  
	
   

  	
   

  	
   

  
	
  “Rockwood Holdings”

  	
   

  	
  shall have the meaning given to it in the deed caption;

  
	
   

  	
   

  	
   

  
	
  “Rockwood
  TiO2 Pigments Business”

  	
   

  	
  shall have the meaning given to it in section 1.1;

  
	
   

  	
   

  	
   

  
	
  “Rockwood
  Water Business”

  	
   

  	
  shall have the meaning given to it in section 1.1;

  
	
   

  	
   

  	
   

  
	
  “Sachtleben”

  	
   

  	
  shall have the meaning given to it in the deed caption;

  
	
   

  	
   

  	
   

  
	
  “Sachtleben
  Closed Landfill”

  	
   

  	
  shall have the meaning given to it in section 14.1.1;

  
	
   

  	
   

  	
   

  
	
  “Sachtleben Corp”

  	
   

  	
  shall have the meaning given to it in section 1.1;

  
	
   

  	
   

  	
   

  
	
  “Sachtleben Corp Shares”

  	
   

  	
  shall have the meaning given to it in section 1.3(g)(i);

  
	
   

  	
   

  	
   

  
	
  “Sachtleben Shares”

  	
   

  	
  shall have the meaning given to it in section 2.1(c);

  
	
   

  	
   

  	
   

  
	
  “Sachtleben
  Share Transfer Receivable”

  	
   

  	
  shall have the meaning given to it in section 3.2.1(a);

  



 


10

















 


	
  “Sachtleben Water”

  	
   

  	
  shall have the meaning given to it in section 1.4;

  
	
   

  	
   

  	
   

  
	
  “Sales
  Network Employees”

  	
   

  	
  shall have the meaning given to it in section 17.1(b);

  
	
   

  	
   

  	
   

  
	
  “Subordinated Note”

  	
   

  	
  shall have the meaning given to it in section 3.2.2;

  
	
   

  	
   

  	
   

  
	
  “Subordinated
  Note Amount”

  	
   

  	
  shall have the meaning given to it in section 3.2.1(b);

  
	
   

  	
   

  	
   

  
	
  “Tax” or “Taxes”

  	
   

  	
  shall have the meaning given to it in section 12.1;

  
	
   

  	
   

  	
   

  
	
  “TiO2
  Pigments Business” and “TiO2
  Pigments Businesses”

  	
   

  	
  shall have the meaning given to it in section 1.1;

  
	
   

  	
   

  	
   

  
	
  “Third Party Claim”

  	
   

  	
  shall have the meaning given to it in section 15.1;

  
	
   

  	
   

  	
   

  
	
  “Transaction”

  	
   

  	
  shall mean the transactions contemplated by this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Transferred Company”

  	
   

  	
  shall have the meaning given to in section 9.1(d)(iii);

  
	
   

  	
   

  	
   

  
	
  “Transferred Employees”

  	
   

  	
  shall have the meaning given to in section 17.2;

  
	
   

  	
   

  	
   

  
	
  “Transferred Liabilities”

  	
   

  	
  shall refer to the liabilities listed in section 4.4;

  
	
   

  	
   

  	
   

  
	
  “Transitional
  Service Agreements”

  	
   

  	
  shall have the meaning given to it in section 8.1;

  
	
   

  	
   

  	
   

  
	
  “US Benefit Plans”

  	
   

  	
  shall have the meaning given to it in section 9.10.13;

  
	
   

  	
   

  	
   

  
	
  “US
  Company” and “US Companies”

  	
   

  	
  shall have the meaning given to it in section 1.3(g)(ii);

  
	
   

  	
   

  	
   

  
	
  “US Transfer Agreement”

  	
   

  	
  shall have the meaning given to it in section 2.1(e);

  
	
   

  	
   

  	
   

  
	
  “US
  Transferred Company”

  	
   

  	
  shall have the meaning given to it in section 9.1(d)(iv);

  



 


11

















 


	
  “US
  Transferred Employees”

  	
   

  	
  shall have the meaning given to it in section 17.10;

  
	
   

  	
   

  	
   

  
	
  “US
  Transition Services Agreement”

  	
   

  	
  shall have the meaning given to it in section 17.11;

  
	
   

  	
   

  	
   

  
	
  “Used Properties”

  	
   

  	
  shall have the meaning given to it in section 9.5.1;

  
	
   

  	
   

  	
   

  
	
  “VAT”

  	
   

  	
  shall have the meaning given to it in section 12.3.6;

  
	
   

  	
   

  	
   

  
	
  “Warranty” and “Warranties” 

  	
   

  	
  shall have the meaning given to it in section 9.1; 

  
	
   

  	
   

  	
   

  
	
  “Warranting Party”

  	
   

  	
  shall have the meaning given to it in section 9.1(d)(v); and

  
	
   

  	
   

  	
   

  
	
  “Water Carve-Out”

  	
   

  	
  shall have the meaning given to it in section 1.4.

  



 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 


12

















 


SHARE AND ASSET PURCHASE AND TRANSFER
AGREEMENT


 


THIS AGREEMENT IS MADE ON 21 MAY 2008 BY AND AMONG


 


	
  (a)

  	
  Rockwood Holdings Inc., 100 Overlook Center, Princeton, NJ 08540, USA

  
	
   

  	
   

  
	
   

  	
  hereinafter referred to as “Rockwood Holdings”;

  
	
   

  	
   

  
	
  (b)

  	
  Rockwood Specialties Group, Inc., 100 Overlook Center,
  Princeton, NJ 08540, USA

  
	
   

  	
   

  
	
   

  	
  hereinafter referred to as “Rockwood”;

  
	
   

  	
   

  
	
  (c)

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

  
	
   

  	
   

  
	
   

  	
  hereinafter referred to as “Rockwood Germany”;

  
	
   

  	
   

  
	
  (d)

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

  
	
   

  	
   

  
	
   

  	
  hereinafter referred to as “Sachtleben”;

  
	
   

  	
   

  
	
  (e)

  	
  Deukalion Einhundertvierundzwanzigste Vermögensverwaltungs-GmbH,
  Königsberger Straße 1, 60487 Frankfurt am Main, Germany, registered in the
  commercial register of the lower court of Frankfurt am Main under
  registration number HR B 8 05 60, to be renamed after signing into White
  Pigments Holdings GmbH

  
	
   

  	
   

  
	
   

  	
  hereinafter referred to as “JV Europe”;

  
	
   

  	
   

  
	
  (f)

  	
  White Pigments Holding Oy, a limited liability company under
  establishment, Finland,

  
	
   

  	
   

  
	
   

  	
  hereinafter referred to as “Finnish HoldCo”;

  
	
   

  	
   

  
	
  (g)

  	
  White Pigments LLC, a Delaware limited liability company with
  business address at 100 Overlook Center, Princeton, NJ 08540, USA,

  
	
   

  	
   

  
	
   

  	
  hereinafter referred to as “JV US”;

  



 


13

















 


	
  (h)

  	
  Kemira Pigments Oy, Porkkalankatu 3, FI-00180 Helsinki, Finland with
  business identification number 0948159-2

  
	
   

  	
   

  
	
   

  	
  hereinafter referred to as “Kemira TiO2”;

  
	
   

  	
   

  
	
  (i)

  	
  Kemira Germany GmbH, Marie-Curie-Straße 10, 51377 Leverkusen,
  Germany, registered in the commercial register of the lower court of Cologne
  under registration number HR B 57319

  
	
   

  	
   

  
	
   

  	
  hereinafter referred to as “Kemira Germany”;

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
  (j)

  	
  Kemira Oyj, Porkkalankatu 3, FI-00101 Helsinki, Finland, with
  business identification number 0109823-0

  
	
   

  	
   

  
	
   

  	
  hereinafter referred to as “Kemira”.

  



 


Rockwood Holdings, Rockwood, Rockwood Germany, Sachtleben, JV Europe,
Finnish HoldCo, Kemira TiO2, Kemira Germany and Kemira each a “Party” and collectively the “Parties” (Kemira TiO2 and JV Europe are
also each referred to hereinafter as a “Company”
and collectively the “Companies”).


 


NOW IT IS HEREBY AGREED


 


	
  1.

  	
  PREAMBLE

  
	
   

  	
   

  
	
  1.1

  	
  Rockwood and Kemira are both companies active in a variety of
  business fields in the specialty chemicals sector. Both Parties are, amongst
  other businesses, engaged in the titanium dioxide business (i.e. the sale and
  manufacturing of titanium dioxide and related co-products and services),
  provided that (i) Rockwood’s titanium dioxide business also includes
  the manufacturing of barium-based and zinc-based inorganic fine white
  pigments and additives (the “Functional
  Additive Business”) but excludes the manufacturing of
  polyaluminium chloride and polyaluminium nitrate-based flocculants (collectively
  the “Rockwood  Water Business”) as currently conducted
  by Sachtleben and Sachtleben Corporation (“Sachtleben
  Corp”) (Rockwood’s titanium dioxide business so defined, the “Rockwood TiO2 Pigments Business”); and
  (ii) Kemira’s titanium dioxide business also includes sales and
  manufacturing of certain other than titanium dioxide based products and
  services to the cosmetics industry (the “Kemira
  TiO2 Pigments Business”). The Rockwood TiO2 Pigments Business and
  the Kemira TiO2 Pigments Business are each also referred to as a “TiO2 Pigments Business” and collectively
  as the “TiO2 Pigments Businesses”.

  



 


14

















 


	
  1.2

  	
  In order to jointly pursue future business opportunities in the field
  of the production and marketing of pigments, the Parties intend to combine
  their respective TiO2 Pigments Businesses by forming a joint venture. In
  connection therewith, Rockwood Holdings, Rockwood, Rockwood Germany,
  Sachtleben, JV Europe, Sachtleben Corp, Finnish HoldCo, JV US, Kemira, Kemira
  TiO2, Kemira Inc. (as defined below) and Kemira Germany have today entered
  into a master agreement (the “Master
  Agreement”) and a shareholders and joint venture agreement (the “JV Agreement”) regarding the titanium
  dioxide joint venture.

  
	
   

  	
   

  
	
  1.3

  	
  The TiO2 Pigments Businesses include the following shareholdings and
  assets owned (directly or indirectly) by Rockwood and Kemira, respectively:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  Rockwood Germany owns all shares in JV Europe (“JV Europe Share”).

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Rockwood Germany owns all shares in Sachtleben.

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Sachtleben owns

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  a share in the nominal amount of EUR 12,800.00 in Alberti &
  Co GmbH, Germany, registered in the commercial register of the lower court of
  Göttingen under HR B 120005, representing 25 per cent of the entire share
  capital;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  a share in the nominal amount of EUR 51,129.19 in Pigment-Chemie
  GmbH, Germany, registered in the commercial register of the lower court of
  Duisburg under HR B 7018, representing 100 per cent of the entire share
  capital;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  a limited partnership interest in the amount of EUR 576,000.00
  in Deutsche Baryt-Industrie Dr. Rudolf Alberti GmbH & Co. KG,
  Germany, registered in the commercial register of the lower court of
  Göttingen under HR A 121227;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  a share in the nominal amount of RMB 54,900,000.00 in Guangzhou
  Huali Sachtleben Chemicals Company, Limited, 238 Nangang West Rd., Huangpu
  District, Guangzhou 510760, China, registered with the National Industrial
  and Commercial Administration Bureau of the People’s Republic of China for
  the Guangdong Province under the license number 004714, representing 40 per
  cent of the entire share capital; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)

  	
  a share in the nominal amount of RMB 3,000,000.00 in Sachtleben
  Trading (Shanghai) Company Limited, 2272 Hongqiao Road, Shanghai 200336,
  China, registered with the National Industrial and Commercial 

  



 


15

















 


	
   

  	
   

  	
   

  	
  Administration Bureau of the People’s Republic of China for Shanghai
  under the license number 1137603 representing 100 per cent of the entire
  share capital.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  JV Europe owns all shares in Finnish HoldCo.

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  Kemira owns 8,300,000 issued and outstanding shares representing 100
  per cent of the issued and outstanding shares in Kemira TiO2 (“Kemira TiO2 Shares”).

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  Kemira Germany owns and operates the Oberhausen Technology Center
  business unit (the “Oberhausen Business
  Unit”), which consists of the assets and intellectual property
  rights as further defined in section 4.1 (the “Kemira Oberhausen Assets”).

  
	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  Furthermore, Rockwood and Kemira hold the following shareholdings and
  limited liability interests in certain companies in the US:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  Rockwood owns all issued and outstanding shares in Sachtleben
  Corporation (the “Sachtleben Corp Shares”)
  and all of the limited liability interests in White Pigments LLC, a
  newly-formed Delaware limited liability company (all limited liability
  company interests in JV US, the “JV US
  Interests”); and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  Kemira owns all issued and outstanding shares in Kemira Specialty, Inc.
  (“Kemira Inc.”, the shares in
  Kemira Inc., the “Kemira Inc. Shares”),
  having its principal place of business at 151 Veterans Drive, Northvale, NJ
  07647, USA. Kemira Inc. owns all issued and outstanding shares in Maybrook, Inc.
  (the “Maybrook Shares”), having
  its principal place of business at 570 Broadway, Lawrence, Massachusetts, USA
  (“Maybrook”, and together with
  Kemira Inc. and, together with Sachtleben Corp, collectively, the “US Companies” and each a “US Company”).

  
	
   

  	
   

  	
   

  	
   

  
	
  1.4

  	
  The Rockwood Water Business will be carved out prior to the Closing
  Date into a company held by Rockwood Germany outside the joint venture (such
  company “Sachtleben Water”) as
  further set out in the Master Agreement, after an existing profit and loss
  transfer agreement between MIWAC Mitteldeutsche Wasserchemie GmbH and
  Sachtleben has been terminated (“Water
  Carve-Out”).

  
	
   

  	
   

  
	
  1.5

  	
  Pursuant to the Master Agreement, the Parties have agreed that

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Kemira shall transfer the Kemira TiO2 Shares to Finnish HoldCo;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Kemira shall transfer or cause the transfer of the Kemira Oberhausen
  Assets to JV Europe;

  



 


16

















 


	
   

  	
  (c)

  	
  the share in JV Europe representing 100 per cent of JV Europe’s
  entire share capital shall be split into,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  one share with the nominal value of EUR 15,250.00, representing
  61 per cent of JV Europe’s entire share capital (“JV Europe Share A”); and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  one share with the nominal value of EUR 9,750.00, representing
  39 per cent of JV Europe’s entire share capital (“JV Europe Share B”), which will be
  transferred by Rockwood Germany to Kemira pursuant to this Agreement;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  following which (i) Rockwood Germany will own 61 per cent of the
  shares in JV Europe; and (ii) Kemira will own 39 per cent of the
  shares in JV Europe; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  additionally, with respect to the joint venture in the United States

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  Rockwood shall transfer the Sachtleben Corp Shares and Kemira shall
  transfer the Kemira Inc. Shares to JV US,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  in exchange for

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Rockwood receiving 61 per cent of the limited liability interest
  in JV US; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Kemira receiving a combination of 39 per cent of the limited
  liability interest in JV US and an Intercompany Receivable (as defined in the
  Master Agreement) in a principal amount of approximately
  EUR 6,400,000.00 against JV US;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  following which (i) Rockwood will own 61 per cent of the issued
  and outstanding limited liability interest in JV US; and (ii) Kemira
  will own 39 per cent of the issued and outstanding limited liability interest
  in JV US.

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  SALE AND TRANSFER

  
	
   

  	
   

  
	
  2.1

  	
  Upon the terms and subject to the conditions set forth in this
  Agreement,

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  Kemira hereby sells and transfers (tritt
  ab) the Kemira TiO2 Shares to Finnish HoldCo which transfer shall
  further be subject to the terms of a short-form share purchase and transfer
  agreement regarding the TiO2 Shares attached as Annex 2.1(a) between Kemira and Finnish HoldCo  (for Finnish transfer tax filing
  purposes), and Finnish HoldCo  hereby
  accepts such sale and transfer;

  
						



 


17

















 


	
   

  	
  (b)

  	
  Kemira Germany hereby sells and transfers (tritt ab) the Kemira Oberhausen Assets to JV Europe and JV
  Europe hereby accepts such sale and transfer;

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Rockwood Germany hereby sells and transfers (tritt ab) all of the issued and
  outstanding shares in Sachtleben (“Sachtleben
  Shares”) to JV Europe and JV Europe hereby accepts such sale and
  transfer;

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Rockwood Germany hereby sells and transfers (tritt ab) the JV Europe Share B to
  Kemira and Kemira hereby accepts such sale and transfer; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  Rockwood hereby undertakes to transfer on the Closing Date (as
  defined below) the Sachtleben Corp Shares and Kemira hereby undertakes to
  transfer on the Closing Date the Kemira Inc. Shares to JV US in each case
  with effect as of the Closing Date, pursuant to a local transfer agreement
  substantially in the form of Annex 2.1(e) (the
  “US Transfer Agreement”), and to
  combine the businesses of the US Companies into a single business operation
  to be operated by JV US.

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  The transfers pursuant to section 2.1 shall (i)  be made
  with economic effect (wirtschaftlicher Wirkung)
  as of 31 December 2007 / 1 January 2008 (the “Effective Date”), unless otherwise
  expressly set forth herein; and (ii) be subject to the condition
  precedent (aufschiebende Bedingung)
  of the Closing (as defined in the Master Agreement) occurring (the day on
  which the Closing occurs, the “Closing Date”).

  
	
   

  	
   

  
	
  3.

  	
  CONSIDERATION

  
	
   

  	
   

  
	
  3.1

  	
  Purchase Price for Kemira TiO2 Business

  
	
   

  	
   

  
	
  3.1.1

  	
  The purchase price for the sale and transfer of the Kemira TiO2
  Shares pursuant to section 2.1(a) amounts to a fixed amount of
  EUR 168,900,000.00 (the “Kemira Share Transfer
  Receivable”). The Kemira Share Transfer Receivable has been
  determined on the basis of an enterprise value of Kemira TiO2 of EUR
  222,700,000.00 by deducting (i) the amount of the Existing Intercompany
  Receivable (as defined in the Master Agreement) of EUR 51,700,000.00 as
  described in section 2.2.1(b) of the Master Agreement and (ii) the
  amount of the Kemira Dividend of EUR 2,100,000.00 as described in
  section 2.2.1(d) of the Master Agreement.  The Kemira Share Transfer Receivable shall not be due and
  payable in cash but shall be settled pursuant to sections 3.4.1 to 3.4.5
  through a payment into the capital reserves.

  
	
   

  	
   

  
	
  3.1.2

  	
  The purchase price for the sale and transfer of the Kemira Oberhausen
  Assets pursuant to section 2.1(b) amounts to a fixed amount of a
  net amount of EUR 2,300,000.00 (plus applicable transfer taxes, if any)
  (the net amount the “Oberhausen Transfer
  Receivable”).

  



 


18
















 


	
   

  	
   

  	
  The Oberhausen Transfer Receivable shall not be due and payable in
  cash but shall be settled pursuant to sections 3.4.1 to 3.4.5 through a
  payment into the capital reserves of JV Europe.

  
	
   

  	
   

  	
   

  
	
  3.2

  	
   

  	
  Purchase Price for Rockwood TiO2 Business

  
	
   

  	
   

  	
   

  
	
  3.2.1

  	
   

  	
  The purchase price for the sale and transfer of the Sachtleben Shares
  pursuant to section 2.1(c) amounts a fixed amount equal to the
  aggregate amount of

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  EUR 180,000,000.00
  (the “Sachtleben Share Transfer Receivable”)
  which amount has been determined on the basis of an enterprise value of
  Sachtleben of EUR 363,000,000.00 by deducting the amount of the Existing
  Intercompany Receivable of EUR 183,000,000.00 as described in
  section 2.2.2(a) of the Master Agreement; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  an
  additional amount of EUR 2,900,000.00 (the “Subordinated
  Note Amount”).

  
	
   

  	
   

  	
   

  
	
  3.2.2

  	
   

  	
  The Sachtleben Share Transfer Receivable shall not be due and payable
  in cash but shall be settled pursuant to sections 3.4.1 to 3.4.5 through
  a payment into the capital reserves of JV Europe. The Subordinated Note
  Amount shall not be due and payable in cash but shall be automatically
  converted into a subordinated note issued by Sachtleben to Rockwood Germany
  (the “Subordinated Note”) which
  note shall bear interest at the net interest rate applicable under the
  Refinancing (as defined in the Master Agreement), interest to be accrued and
  repaid together with the principal amount at the later of (i) 31
  December 2010 and (ii) repayment being permitted under the
  Refinancing commitments.

  
	
   

  	
   

  	
   

  
	
  3.3

  	
   

  	
  Purchase Price for Rockwood TiO2 Business

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The purchase price for the sale and transfer of the JV Europe
  Share B pursuant to section 2.1(d) amounts to a fixed amount
  of EUR 11,661.00 (the “JV Europe Share
  Transfer Receivable”) and shall be due and payable by Kemira to
  Rockwood Germany in cash on the Closing Date.

  
	
   

  	
   

  	
   

  
	
  3.4

  	
   

  	
  Settlement Actions

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Subject to the condition precedent (aufschiebende Bedingung) of Closing
  occurring:

  
	
   

  	
   

  	
   

  
	
  3.4.1

  	
   

  	
  Kemira
  Germany hereby assigns (tritt ab)
  to Kemira the Oberhausen Asset Transfer Receivable in the amount of
  EUR 2,300,000.00 and Kemira hereby accepts such assignment.

  



 


19

















 


	
  3.4.2

  	
   

  	
  Kemira
  hereby assigns (tritt ab) to JV
  Europe the Oberhausen Transfer Receivable in the amount of
  EUR 2,300,000.00 which shall be recorded as a contribution into the
  capital reserve (Einzahlung in die
  Kapitalrücklage) of JV Europe pursuant to section 272 para. 2 no. 4 German Commercial Code (HGB). JV Europe hereby accepts
  such assignment and takes note of (nimmt
  zur Kenntnis) the payment into its capital reserve.

  
	
   

  	
   

  	
   

  
	
  3.4.3

  	
   

  	
  Kemira hereby assigns (tritt ab)
  to Finnish HoldCo, and Finnish HoldCo hereby accepts such assignment, a
  fraction of the Kemira Share Transfer Receivable equal to

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  EUR 112,700,000.00;
  and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  (i) plus
  the amount by which the aggregate amount of Existing Intercompany Receivables
  as defined in the Master Agreement (including the receivable resulting from
  the Kemira Dividend but excluding the Existing Intercompany Receivable owed
  by Kemira Inc. to JV US pursuant to section 2.2.1(c) of the Master
  Agreement) exceeds EUR 53,800,000.00; or (ii) minus the
  amount by which the aggregate amount of Existing Intercompany Receivables as
  defined in the Master Agreement (including the receivable resulting from the
  Kemira Dividend but excluding the Existing Intercompany Receivable owed by
  Kemira Inc. to JV US pursuant to section 2.2.1(c) of the Master
  Agreement) falls short of EUR 53,800,000.00 , as the case may be.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By way of
  example, if the Existing Intercompany Receivables amounted to
  EUR 54,000,000.00, then the resulting amount under this
  section 3.4.3(b) would be EUR 112,700,000.00 less
  EUR 53,800,000.00 plus EUR 54,000,000, i.e. EUR 112,900,000.00.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The fraction
  of the Kemira Share Transfer Receivable so assigned shall be recorded as a
  contribution into the capital reserve (Einzahlung
  in die Kapitalrücklage) of JV Europe pursuant to section 272
  para. 2 no. 4
  German Commercial Code (HGB). JV
  Europe hereby accepts such assignments and takes note of (nimmt zur Kenntnis) the payment into its
  capital reserve.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the avoidance of doubt, it is hereby set forth that, as a result
  of the adjustment of the fraction of the Kemira Share Transfer Receivable to
  be assigned pursuant to section 3.4.3(b), the aggregate amount of
  (i) the Existing Intercompany Receivables of Kemira against
  Kemira TiO2 immediately after the Closing; and (ii) the remaining
  fraction of the Sachtleben Share Transfer Receivable against Finnish HoldCo
  retained by Kemira shall together always equal EUR 110,000,000.00.

  



 


20

















 


	
  3.4.4

  	
   

  	
  Rockwood
  Germany hereby assigns (tritt ab)
  to JV Europe the Sachtleben Share Transfer Receivable in the amount of EUR 180,000,000.00,
  which shall be recorded as a contribution into the capital reserve (Einzahlung in die Kapitalrücklage) of JV
  Europe pursuant to section 272 para. 2 no. 4 German Commercial Code (HGB). JV Europe hereby accepts
  such assignment and takes note of (nimmt
  zur Kenntnis) the payment into its capital reserve.

  
	
   

  	
   

  	
   

  
	
  3.4.5

  	
   

  	
  As
  consideration for the shares of Kemira Inc. under the US Transfer Agreement
  Kemira shall receive an intercompany receivable against JV US in the amount
  of (i) EUR 7,000,000.00 less (ii) the Existing
  Intercompany Receivable described in section 2.2.1(c) (in such amount
  that is outstanding under this Existing Intercompany Receivable at Closing),
  representing the difference in valuation between its 39 per cent limited
  liability interest in JV US and the value of the Kemira Inc. Shares
  contributed by it, thus resulting in a total Intercompany Receivable of
  EUR 7,000,000.00 by Kemira against JV US and Kemira Inc.

  
	
   

  	
   

  	
   

  
	
  3.5

  	
   

  	
  Situation after Implementation Actions

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Following
  the Closing having occurred, the US Transfer Agreement and the Master
  Agreement on the Closing Date and as further described in the Master
  Agreement,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Rockwood
  Germany’s Intercompany Receivables will consist of

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  an
  Intercompany Receivable in the amount of EUR 183,000,000.00 (being the result
  of a waiver of the exceeding part of the Existing Intercompany Receivable
  under the Master Agreement); and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  the
  Subordinated Note in the amount of EUR 2,900,000.00;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Kemira’s Intercompany Receivables will total EUR 117,000,000.00; of
  which

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  EUR
  7,000,000.00 will be against JV US and Kemira Inc.; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  the
  remaining EUR 110,000,000.00 will comprise of (x) the
  Existing Intercompany Receivables of Kemira against Kemira TiO2 immediately after the Closing; and
  (y) the remaining fraction of the Sachtleben Share Transfer Receivable
  against Finnish HoldCo retained by Kemira as it is going to be determined
  pursuant to section 3.4.3;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  JV Europe’s
  intercompany receivables will amount to a total of EUR 0.00 (in words:
  zero) as a result of the transaction pursuant to section 3.4.3 and the JV
  Europe Share Transfer Receivable having been settled in cash.

  



 


21

















 


	
   

  	
   

  	
  For the avoidance of doubt and notwithstanding anything to the
  contrary contained herein or in the Master Agreement if, for whatever reason,
  the amount of intercompany receivables of the Parties against the JV Group
  Companies will deviate from what has been outlined in this section 3.5,
  the Parties shall take all such actions and make or receive all such
  declarations in order to provide a situation which is, from an economical
  point of view, identical to the situation outlined in this section 3.5.

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  KEMIRA
  OBERHAUSEN ASSETS

  
	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Assets
  Subject to Transfer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Kemira Oberhausen Assets subject to the transfer pursuant to
  section 2 shall include

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  the tangible assets, other movable property, stocks and including
  contracts and contract offers listed in Annex 4.1(a);

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  such other tangible assets, other movable property, stocks, contracts
  and contract offers owned by or acquired by or on behalf of the Oberhausen
  Business Unit, or otherwise supplied to the Oberhausen Business Unit from the
  Effective Date and until the Closing Date, except where

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  a
  predominant use of such asset was made by Kemira Affiliates (as defined
  below) outside the Oberhausen Business Unit and the continued use of such
  asset is either procured under a Transitional Service Agreement or otherwise
  provided free of charge to the TiO2 Pigments Business to the same extent such
  asset was used prior to the date hereof or will be used in line with current
  planning;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  such asset
  is listed in Annex 4.1(b)(ii);
  or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)

  	
  such assets
  pursuant to Annex 4.1(b)(ii) include contracts and contract offers
  which are not included in Annex 4.1(a); or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iv)

  	
  such
  contracts relate to Insurance Policies (as defined below).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  the Oberhausen IP Rights as defined in section 5.2.1; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
  liabilities

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  specifically listed in Annex 4.1(d)(i) (without
  prejudice to employment-related liabilities, which shall solely be governed
  by section 17.6); and

  
							



 


22

















 


	
   

  	
   

  	
   

  	
  (ii)

  	
  earn-out
  payments owed to Gerd Dahms payable after the Closing Date in an amount of up
  to EUR 233,333.00, provided, however, that Kemira Germany shall remain liable
  for any prior periods and exceeding payments;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  provided,
  however, that

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)

  	
  in respect of each of (a) to (d) and in order to avoid a
  double consideration of items, such items shall be deemed removed or added
  from or to the Kemira Oberhausen Assets, as the case may be, if and to the
  extent these items

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  have been
  sold and transferred, added, incurred or created between the Effective Date
  and the Closing Date other than through a Breach of the No Leakage Provisions
  (as defined below); or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  have been
  sold and transferred, added, incurred or created between the Effective Date
  and the Closing Date as a result of a Breach of the No Leakage Provisions if
  and to the extent such breach will be compensated pursuant to
  section 16; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)

  	
  have
  resulted in an actual adjustment of the Shareholding Split under the Master
  Agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Any material
  changes shall be notified to Rockwood until five days before the Closing
  Date.

  
	
   

  	
   

  	
   

  
	
  4.2

  	
   

  	
  Provisions
  relating to the Kemira Oberhausen Assets

  
	
   

  	
   

  	
   

  
	
  4.2.1

  	
   

  	
  To the
  extent there is a reservation of title in favor of third parties attached to
  Kemira Oberhausen Assets (other than IP Rights and Know-How) or there has
  been a transfer of ownership of such assets by way of security (Sicherungsübereignung), the performance
  obligation in relation to the third party remains with the respective Kemira
  Affiliate. If the Kemira Affiliate fails to fulfill this obligation on or
  before the Closing Date, Kemira may, with the consent of JV Europe, do so (or
  procure that the Affiliate does so) no later than five days on which banks in
  Frankfurt am Main, Germany, and Helsinki, Finland, are generally open for
  business (a “Business Day”)
  following the Closing Date, provided that Kemira shall provide evidence of
  such fulfillment to JV Europe without undue delay (unverzüglich).

  
	
   

  	
   

  	
   

  
	
  4.2.2

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  with respect
  to Rockwood Holdings, Rockwood, Rockwood Germany and Kemira shall exclude JV
  Group Companies (“JV Group Companies”
  defined as including

  
							



 


23

















 


	
   

  	
   

  	
   

  	
  only JV
  Europe, Sachtleben, Finnish HoldCo, Kemira TiO2, JV US, Sachtleben Corp,
  Kemira Inc. and Maybrook, Sachtleben Trading (Shanghai) Company Limited, each
  a “JV Group Company”) as well as
  JV Europe’s direct and indirect subsidiaries and shareholdings; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

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

  
	
   

  	
   

  	
   

  
	
  4.3

  	
   

  	
  Transfer of
  Contracts and Contract Offers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kemira hereby undertakes vis-à-vis JV Europe with effect as of the
  Closing Date to assign or secure the assignment of the contracts listed in Annex 4.3 to JV Europe (or at JV
  Europe’s election to any JV Group Company).

  
	
   

  	
   

  	
   

  
	
  4.4

  	
   

  	
  Transfer of
  Liabilities

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To the extent the Kemira Oberhausen Assets
  include liabilities (collectively, the “Transferred
  Liabilities”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  JV Europe
  hereby undertakes to the obligor under such liability (i.e. Kemira or Kemira
  Germany) to assume such liability with effect as of the Closing Date and with
  a discharging effect.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Kemira and
  JV Europe jointly endeavor (and will cause their Affiliates to endeavor) to
  obtain the consent of those third parties who are creditors of the
  Transferred Liabilities. If it is not possible to obtain such consent or if
  this is not expedient (in the opinion of both Kemira and JV Europe), Kemira
  and/or Kemira’s Affiliate, as applicable, and JV Europe will – to the extent
  legally permissible – conduct themselves and treat each other inter se as if JV Europe had validly
  assumed the relevant liability with effect as of the Closing Date. In this
  case, Kemira and/or Kemira’s Affiliate, as applicable, will remain the
  nominal debtor in relation to third parties, but will internally fulfill the
  liability for the account of and on the instructions of JV Europe.

  
	
   

  	
   

  	
   

  
	
  4.5

  	
   

  	
  Each of Kemira and Kemira Germany and JV Europe, as the case may be,
  hereby accept any transfers or declarations as set out in section 4.

  
	
   

  	
   

  	
   

  
	
  4.6

  	
   

  	
  The Parties shall cooperate in good faith on the transfer or
  migration of any other services required by the Oberhausen Assets after the
  Closing Date, including, for the avoidance of doubt, IT services and payroll
  services.

  



 


24

















 


	
  5.

  	
   

  	
  INTELLECTUAL PROPERTY RIGHTS

  
	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Definitions

  
	
   

  	
   

  	
   

  
	
  5.1.1

  	
   

  	
  “IP Rights” shall be defined as patents,
  utility models, domain names and trademarks as well as rights of use and
  enjoyment and rights of exploitation of works protected by copyright
  (including computer programs), of compilations (Sammelwerke) and data base works protected by copyright
  like independent works, as well as of industrial property and copyright
  protection rights (Leistungsschutzrechte)
  (including rights to data bases protected by copyright), including all rights
  acquired to identification marks through use, and the rights to the relevant
  applications for registration, irrespective of whether any such rights are
  registered and licenses thereto.

  
	
   

  	
   

  	
   

  
	
  5.1.2

  	
   

  	
  “Know How” shall be defined as the
  inventions, trade secrets, procedures, formulae and all technical,
  operational and commercial know-how (including machine-readable data) and
  other immaterial assets, irrespective of whether or not they can be
  registered, including all embodiments, such as drawings, notes, or
  documentation, and licenses thereto.

  
	
   

  	
   

  	
   

  
	
  5.1.3

  	
   

  	
  “Nanotechnology IP Rights”
  shall be defined as

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  the IP Rights listed in
  Annex 5.1.3(a); and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  the Know-How developed by Kemira Germany primarily relating to
  nanoemulsions and nanodispersions and the production thereof as well as
  related to the IP Rights pursuant to section 5.1.3(a) (the “Nanotechnology Know How”).

  
	
   

  	
   

  	
   

  
	
  5.2

  	
   

  	
  Transfer of
  IP Rights

  
	
   

  	
   

  	
   

  
	
  5.2.1

  	
   

  	
  The IP Rights and Know-How which transfer as part of the Kemira
  Oberhausen Assets (the “Oberhausen IP
  Rights”) pursuant to sections 2 and 4 shall include

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  the IP Rights and Know-How listed in Annex 5.2.1(a); and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  the IP Rights (if any) and Know-How owned or licensed by Kemira
  Germany that was used primarily by or relate primarily to the Kemira TiO2
  Pigments Business in the year preceding the date of this Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the avoidance of doubt,
  the Nanotechnology IP Rights shall not be the subject of the sale and
  transfers set forth in this Agreement but of a separate license agreement
  pursuant to section 5.3.1.

  



 


25

















 


	
  5.2.2

  	
   

  	
  The assignment and transfer of the Oberhausen IP Rights shall be made
  with commercial effect (mit
  wirtschaftlicher Wirkung) as of the Effective Date, provided that
  the assignment and transfer in rem
  (mit dinglicher Wirkung) shall
  be effected, subject to the condition precedent (aufschiebende Bedingung) of the Closing occurring, with
  effect as of the Closing Date, by virtue of a separate assignment and
  transfer agreement which was entered into by Kemira Germany and JV Europe on
  the date hereof, a copy of which is attached hereto as Annex 5.2.2, (the “Oberhausen IP Rights Transfer Agreement”).

  
	
   

  	
   

  	
   

  
	
  5.2.3

  	
   

  	
  Section 4.2.1 shall apply mutatis
  mutandis to the extent that the IP Rights or the Know-How are
  subject to third party rights securing obligations of Kemira and its
  Affiliates.

  
	
   

  	
   

  	
   

  
	
  5.2.4

  	
   

  	
  With respect to IP Rights and
  Know-How owned or licensed by either Kemira or Kemira Germany and their
  respective Affiliates and existing on the Closing Date that are not transferred under
  the Oberhausen IP Rights Transfer Agreement although such IP Rights and Know-How
  predominantly relate to the Kemira TiO2 Pigments Business and were either
  (i) predominantly used by or (ii) primarily belong to the Kemira
  TiO2 Pigments Business, Kemira or Kemira Germany and their respective Affiliates,
  as the case may be, on the one hand and JV Europe on the other hand will
  arrange for a transfer of such IP Rights and Know-How to JV Europe by virtue
  of a separate transfer agreement on terms and conditions that are
  substantially the same as those set forth in the Oberhausen IP Rights
  Transfer Agreement. To the extent such an IP Right or Know-How is only
  licensed, the relevant parties shall, to the extent this is permitted under
  the relevant license arrangement, agree on a transfer of such license or, if
  a transfer is not possible, grant a sub-license as available under such
  license, but with no less favourable terms and conditions as presently
  granted under the respective license arrangement.

  
	
   

  	
   

  	
   

  
	
  5.2.5

  	
   

  	
  With respect to IP Rights and
  Know-How owned or licensed by either Rockwood or Rockwood Germany and their
  respective Affiliates and existing on the Closing Date that were not transferred
  hereunder although the Parties agree that such IP Rights and Know-How
  predominantly relate to the Rockwood TiO2 Pigments Business and were
  predominantly used by the Rockwood TiO2 Pigments Business, section 5.2.4
  shall apply mutadis mutandis.

  
	
   

  	
   

  	
   

  
	
  5.3

  	
   

  	
  Licenses and
  Back-License

  
	
   

  	
   

  	
   

  
	
  5.3.1

  	
   

  	
  To the extent IP Rights and
  Know-How that are (i) owned or licensed by Kemira and as applicable
  Kemira Germany and their respective Affiliates, (ii) existing on the
  Closing Date, and (iii) required to conduct the Kemira TiO2 Pigments
  Business substantially as conducted on the date of this Agreement were not
  transferred under section 5.2 because they do not predominately relate to the
  Kemira TiO2 Pigments Business, or are part of the

  



 


26

















 


	
   

  	
   

  	
  Nanotechnology IP Rights,
  Kemira and as applicable Kemira Germany hereby,  grants
  subject to the condition precedent (aufschiebende
  Bedingung) of the Closing occuring, with effect as of the Closing Date, on the
  basis of a separate license agreement to be executed between Kemira and as
  applicable Kemira Germany on the one hand and JV Europe on the other hand on
  or prior to the Closing Date substantially in the form attached hereto as Annex 5.3.1, to JV Europe

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  a perpetual, exclusive, transferable (in
  whole or in part), fully paid-up license, with a limited right to grant
  sublicenses, to use such IP Rights and Know-How for the production, sale and
  marketing of (y) titanium dioxide pigments (including its applications)
  as well as by-products (such as copperas and filter salts) and
  (z) titanium dioxide-based products and services in the cosmetics industry,
  as well as

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  a perpetual, non-exclusive, transferable
  (in whole or in part), fully paid-up license, with a limited right to grant
  sublicenses, to use the Nanotechnology IP Rights for the production, sale and
  marketing of certain other than titanium dioxide based products and services
  in the cosmetic industry.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This license is not sub-licensable except
  to (i) JV Europe’s Affiliates (for as long as these are Affiliates) and
  (ii) customers as a protective licence and not granted for the generation
  of license fees. This license shall not extend to the Rockwood Water Business
  .

  
	
   

  	
   

  	
   

  
	
  5.3.2

  	
   

  	
  JV Europe and as applicable
  Kemira TiO2 hereby grant, subject to the condition precedent (aufschiebende Bedingung) of the Closing
  occurring, with
  effect as of the Closing Date and shall cause its Affiliates to grant, on the
  basis of a separate license agreement to be executed between JV Europe and
  Kemira on or prior to the Closing Date substantially in the form attached
  hereto as Annex 5.3.2-1, to
  Kemira (and as required its Affiliates) a perpetual, transferable (in whole
  or in part), fully paid-up license, with a limited right to grant
  sub-licenses, to use the IP Rights and Know-How listed in Annex 5.3.2-2 for Kemira’s or its
  respective Affiliate’s business outside the TiO2 Pigments Business, provided
  that such license shall (i) exclude the production, sale and marketing
  of titanium dioxide pigments, and (ii) be  non-exclusive in relation to all other business fields. This licence
  is not sub-licensable except to (i) Kemira’s Affiliates (for as long as
  these are Affiliates) and (ii) customers as a protective license and not
  granted for the generation of license fees, but to afford protection to such
  third parties (e.g. customers that use products of the TiO2 Business).

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  SHAREHOLDING IN POHJOLAN VOIMA OY

  
	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Kemira holds G6 shares (“G6 Shares”)
  in Pohjolan Voima Oy (“PVO”),
  the number of which corresponds to a total of approximately 59.2 per cent of
  the outstanding and issued

  



 


27

















 


	
   

  	
   

  	
  G6 Shares. As a shareholder, Kemira has the right to purchase a
  percentage corresponding to its G6 shareholding of the amount of electricity
  generated by the power plant operated by PVO’s subsidiary Porin Prosessivoima
  Oy (“PPV”) at favorable terms
  and conditions.

  
	
   

  	
   

  	
   

  
	
  6.2

  	
   

  	
  Kemira shall, subject to the condition precedent (aufschiebende Bedingung) of Closing
  occurring, use its rights as a shareholder of PVO and otherwise commercially
  reasonable efforts to procure that Kemira TiO2 shall remain able to purchase
  the electricity pursuant to section 6.1 through Kemira, at the terms
  available to holders of G6 Shares in PVO from time to time, currently as set
  out in the energy frame agreement and the energy supply agreement, dated 29
  June 2007 between Kemira and Kemira TiO2 (the “Energy Agreements”).

  
	
   

  	
   

  	
   

  
	
  6.3

  	
   

  	
  Kemira shall, subject to the condition
  precedent (aufschiebende Bedingung)
  of Closing occurring, further use commercially reasonable efforts to effect a
  transfer of the G6 Shares to Kemira TiO2 as soon as reasonably practicable
  and at no cost (other than the costs of the transfer such as transfer taxes
  and stamp duty) to any JV Group Company and its direct or indirect
  subsidiaries.

  
	
   

  	
   

  	
   

  
	
  6.4

  	
   

  	
  Kemira shall be responsible for all investments
  into the power plant made or due until the end of 2007 in the amount of EUR
  9,974,000.00 which will have been made in full by Kemira (directly or
  indirectly) and that the corresponding amount shall be owed by Kemira TiO2 to
  Kemira as part of the Existing Intercompany Receivables. Kemira shall not be
  responsible for any direct and indirect investments required from 1
  January 2008 onwards.

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  BUSINESS DOCUMENTS

  
	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Following
  Closing, Kemira and Kemira Germany and Rockwood and Rockwood Germany shall
  each provide to JV Europe the supplier and customer documents, business
  correspondence and other business documents, in particular the accounting
  documents that are necessary pursuant to commercial and Tax Law
  (collectively, the “Business Documents”)
  belonging or relating to or used by respectively the Kemira TiO2 Pigments
  Business and the Rockwood TiO2 Pigments Business, except to the extent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  a Business
  Document is already available at one of the JV Group Companies or the
  Oberhausen Business Unit; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  where a
  Party is bound by any law, ordinance, statute, rule, regulation, code,
  judgment, decree, injunction, order, writ, ruling or other requirement of any
  governmental authority or applicable law (collectively, the “Law”) to retain originals of the Business
  Document, in which case complete and correct copies of such Business Document
  shall be made available.

  



 


28
















 


	
  7.2

  	
   

  	
  Each Party
  may keep copies of Business Documents to the extent that these copies are
  necessary for the performance of this Agreement, for accounting purposes or
  as required by Law.

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  TRANSITIONAL
  SERVICES

  
	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  On the Closing Date, Kemira TiO2 and Kemira will execute transitional
  services agreements for the provision of the services and at the terms
  described in Annex 8.1-1 such
  terms  including a fixed term
  until 31 December 2008 and JV Europe, Sachtleben, Rockwood Germany
  and Rockwood Germany will procure that Sachtleben Water will execute
  transitional services agreements for the provision of the services in
  accordance with section 8.2 such terms  including
  a fixed term until 31 December 2008 (the “Transitional Service Agreements”). Should
  Kemira TiO2 or JV Europe, Sachtleben or Sachtleben Water require any of such
  transitional services after 31 December 2008, the Parties will
  negotiate in good faith on the extension of this term.

  
	
   

  	
   

  	
   

  
	
  8.2

  	
   

  	
  Should any services that (i) have been provided to Kemira TiO2,
  JV Europe, Sachtleben, Finnish HoldCo or Sachtleben Water as of the date
  hereof, and (ii) are required by Kemira TiO2, Sachtleben, JV Europe,
  Finnish HoldCo and or Sachtleben Water after the Closing Date have been
  omitted from the descriptions in Annex 8.1-1 or Annex 8.1-2, as the
  case may be, Kemira and Rockwood Germany hereby agree, and Rockwood Germany
  will procure that Sachtleben Water shall provide Kemira TiO2, Sachtleben, JV
  Europe, Finnish HoldCo or Sachtleben Water, respectively, with such services

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  to the same
  extent and under terms and conditions not less favorable than the terms and
  conditions under which such omitted services have been provided before the
  date hereof;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  subject to the same fixed terms as set forth in section 8.1, unless
  these could be replaced under commercially reasonable conditions; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  in compliance with past practices, but at no higher cost than as
  reflected in Annex 1.5 of the Master Agreement (the “Financial Information and Valuation”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This obligation shall also be a direct obligation for the benefit of
  Sachtleben Water (Vertrag zugunsten
  Dritter) to the extent these services are provided by Rockwood
  Germany, JV Europe or Sachtleben.

  
	
   

  	
   

  	
   

  
	
  8.3

  	
   

  	
  Kemira will
  provide information technology services until the information technology
  systems of Kemira TiO2 will be completely set up. The Parties will use
  commercially 

  



 


29

















 


	
   

  	
   

  	
  reasonable
  efforts to complete the set-up until 31 December 2008. Kemira TiO2
  shall bear any additional costs of Kemira, if such set up is not completed
  prior to 1 January 2009.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  The Parties make the following
  representations and warranties:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Kemira hereby represents and warrants to Rockwood Germany the
  correctness and completeness of the statements under sections 9.2
  through 9.16 and sections 12 and 13 with regard to Kemira TiO2, Kemira Inc.,
  the Kemira TiO2 Shares, the Kemira Inc. Shares, the Maybrook Shares and the Kemira
  Oberhausen Assets;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Rockwood Germany hereby represents and warrants to Kemira the
  correctness and completeness of the statements under sections 9.2
  through 9.15 and sections 12 and 13 with regard to Sachtleben, the JV Europe
  Share held by Rockwood Germany, the shares in Sachtleben held by Rockwood
  Germany and the shares in Finnish HoldCo held by JV Europe; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  Rockwood hereby represents and warrants to Kemira the correctness and
  completeness of the statements under sections 9.2 through 9.15 and
  sections 12 and 13 with regard to Sachtleben Corp and the Sachtleben Corp
  Shares

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (each a “Warranty” and
  collectively, the “Warranties”),
  provided that,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
  (i)

  	
  the Warranties shall in each case be made by means of an independent
  guarantee promise (selbständiges
  Garantieversprechen) as defined in section 311 para 1 of
  the German Civil Code (BGB),
  which – according to the Parties’ express intention – constitutes a promise
  that is made from the start only with the restricted content according to
  sections 9 through 13;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  references
  to the “Business” refers to
  (x) Kemira TiO2, the Kemira TiO2 Pigments Business and the Kemira
  Oberhausen Assets to the extent the Warranty or indemnity is given by Kemira
  and (y) the Rockwood TiO2 Pigments Business (excluding the Rockwood
  Water Business) as operated by JV Europe to the extent the Warranty or
  indemnity is given by Rockwood Germany and (z) the Rockwood TiO2
  Pigments Business as operated by Sachtleben Corp to the extent the Warranty
  or indemnity is given by Rockwood;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)

  	
  references
  to the “Transferred  Company” refer to (x) Kemira TiO2
  and Kemira Inc. to the extent the Warranty or indemnity is given by Kemira, (y)

  
							



 


30

















 


	
   

  	
   

  	
   

  	
   

  	
  Sachtleben excluding the Rockwood Water Business and, solely for the
  purposes of section 9.2, JV Europe and Finnish HoldCo to the extent the
  Warranty or indemnity is given by Rockwood Germany and (z) Sachtleben
  Corp and, solely for the purposes of section 9.2, JV US to the extent
  the Warranty or indemnity is given by Rockwood;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iv)

  	
  references to a “US  Transferred  Company” refer to (x) Kemira Inc. to the extent the
  Warranty or indemnity is given by Kemira and (y) Sachtleben Corp to the
  extent the Warranty or indemnity is given by Rockwood;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (v)

  	
  references to a “Warranting Party”
  refer to (x) Kemira to the extent the Warranty or indemnity is given by
  Kemira, (y) Rockwood Germany to the extent the Warranty or indemnity is
  given by Rockwood Germany and (z) Rockwood to the extent the Warranty or
  indemnity is given by Rockwood. The Warranties and indemnities are given
  solely between Rockwood Germany and Rockwood on the one hand and Kemira on
  the other hand and do not constitute an agreement for the benefit of a third
  party (Vertrag zu Gunsten Dritter)
  unless otherwise expressly set out below; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (vi)

  	
  the Warranties and indemnities are given as of the date of this
  Agreement and as of the Closing Date, except where the Warranty (x) is
  given to “best knowledge” in the meaning of section 10.2, in which case
  such Warranty shall be given as of the date of this Agreement and (y) is
  expressly made with reference to a specific point in time, in which case the
  Warranty is given as per such point in time.

  
	
   

  	
   

  	
   

  
	
  9.2

  	
   

  	
  Status, Title and Authority

  
	
   

  	
   

  	
   

  
	
  9.2.1

  	
   

  	
  The execution of this Agreement and the consummation of the
  Transaction (i) have been duly authorized by all necessary corporate
  actions on part of the relevant Transferred Company and (ii) will not
  violate or conflict with the constitutional documents of the relevant
  Transferred Company or any permit, license or order of a court or regulatory
  body.

  
	
   

  	
   

  	
   

  
	
  9.2.2

  	
   

  	
  The Transferred Company (i) is duly organized, validly existing
  and (where such concept applies) in good standing under the Laws of the
  jurisdiction in which it was organized, (ii) is qualified to do business
  and (where such concept applies) in good standing in each jurisdiction where
  the conduct of its business requires it to be so qualified and
  (iii) holds all requisite corporate power and authority to own, operate
  or lease the properties that it purports to own, operate or lease and to
  carry on its business operations as they are now being conducted.

  



 


31

















 


	
  9.2.3

  	
   

  	
  The Warranting Party holds the sole, full and unencumbered ownership
  in the shares in the Transferred Company and in the Business and has the full
  power and authority to sell and transfer all rights related to the Business.
  The Warranting Party is free to dispose of all rights related to the Business
  without the consent of third parties or has previously obtained such consent.
  There exist no rights in rem or
  any other third-party rights in or with regard to the Business, with the exception
  of retention of title rights granted to suppliers (Eigentumsvorbehalte zugunsten von Lieferanten) customary
  in the industry of the Business and made in the ordinary course of business.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.2.4

  	
   

  	
  (a)

  	
  The Kemira TiO2 Shares, Kemira Inc. Shares, Maybrook Shares,
  Sachtleben Shares, JV Europe Share, the JV US Interests and the Sachtleben
  Corp Shares, as the case may be, have or has been legally and validly issued
  and fully paid up and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  with respect
  to the Kemira TiO2 Shares, represent 100 per cent of the issued and
  outstanding shares in Kemira TiO2;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  with respect
  to the Kemira Inc. Shares, represent 100 per cent of the issued and
  outstanding shares in Kemira Inc.;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)

  	
  with respect
  to the Maybrook Shares, represent 100 per cent of the issued and outstanding
  shares in Maybrook;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iv)

  	
  with respect
  to the Sachtleben Shares represent 100 per cent of the issued and
  outstanding shares in Sachtleben;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (v)

  	
  with respect
  to the JV Europe Share, represents 100 per cent of the issued and outstanding
  shares in JV Europe;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (vi)

  	
  with respect
  to the JV US Interests, represent 100 per cent of the issued and outstanding
  limited liability interests in JV US;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (vii)

  	
  with respect
  to the Sachtleben Corp Shares, represent 100 per cent of the issued and
  outstanding shares in Sachtleben Corp; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (viii)

  	
  with respect
  to the shares in Finnish HoldCo held by JV Europe represent 100 per cent of
  the issued and outstanding shares in Finnish HoldCo.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  All of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  the Kemira
  TiO2 Shares and the Kemira Inc. Shares are owned by Kemira;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  the Maybrook
  Shares are owned by Kemira Inc.;

  



 


32

















 


	
   

  	
   

  	
   

  	
  (iii)

  	
  the
  Sachtleben Shares are owned by Rockwood Germany;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iv)

  	
  the
  Sachtleben Corp Shares are owned by Rockwood;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (v)

  	
  the JV
  Europe Share is owned by Rockwood Germany;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (vi)

  	
  the shares
  in Finnish HoldCo are owned by JV Europe; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (vii)

  	
  the JV US
  Interests are owned by Rockwood;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  and in each case will be free and clear of any security interests,
  pledges, liens, encumbrances, options or similar rights or interests as of
  the Closing Date. Contributions in kind have full intrinsic value. No hidden contributions
  in kind have been made and contributions have not been repaid. There are no
  outstanding duties to make additional contributions.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  This section
  9.2.4 is warranted by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Kemira with
  respect to the Kemira TiO2 Shares, the Kemira Inc. Shares and the Maybrook
  Shares only;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  by Rockwood
  Germany with respect to the JV Europe Share, the Sachtleben Shares and the
  shares in Finnish HoldCo held by JV Europe only; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)

  	
  by Rockwood
  with respect to the Sachtleben Corp. Shares and the JV US Interests only.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.2.5

  	
   

  	
  There is no security, option, warrant, right, call, subscription
  agreement, commitment or understanding of any nature whatsoever, fixed or
  contingent, that directly or indirectly (x) calls for the issuance,
  redemption, sale, pledge or other disposition of any shares of capital stock
  or other equity interests of the Transferred Company or any securities
  convertible into, or other rights to acquire, any shares of capital stock or
  other equity interests in the Transferred Company or (y) obligates the
  Transferred Company to grant, offer or enter into any of the foregoing. No
  shareholder, member or other person or entity holding an equity interest of
  the Transferred Company or any other person or entity is entitled to any
  preemptive or similar rights to subscribe for shares of capital stock or
  other equity interests of the Transferred Company.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.2.6

  	
   

  	
  There exist no participations, including silent participations or
  sub-participations, in the Transferred Company other than those listed in Annex 9.2.6, and there exist no
  conditional obligations or binding offers concerning the creation of such
  participations. There are no

  



 


33

















 


	
   

  	
   

  	
  trust agreements or similar agreements in relation to the Business,
  nor are there obligations in relation to shareholders or similar rights (e.g.
  a voting trust or participation in profits).

  
	
   

  	
   

  	
   

  
	
  9.2.7

  	
   

  	
  The Transferred Company does not hold any interests – including in
  the form of a silent participation or sub-participation – in any other
  enterprises and is also not obliged to acquire any such interests, except
  (i) as specified in Annex 9.2.7
  or (ii) in the case of Kemira Inc., the Maybrook Shares or (iii) in
  the case of JV Europe, the shares in Finnish HoldCo.

  
	
   

  	
   

  	
   

  
	
  9.2.8

  	
   

  	
  On the day following the Closing Date, the
  Transferred Company is not subject to any control agreement, profit and loss
  transfer agreement or other enterprise agreement as defined in
  sections 291 et seq. of
  the German Stock Corporation Act (AktG).

  
	
   

  	
   

  	
   

  
	
  9.2.9

  	
   

  	
  The Transferred Company is neither over-indebted nor insolvent under
  applicable Laws and no bankruptcy, composition, insolvency or winding-up
  proceedings have been commenced against the assets of the Transferred
  Company, nor has a petition been filed for the commencement of bankruptcy,
  composition, insolvency or winding-up proceedings with respect to the
  Transferred Company and/or its assets, nor are there any reasons to commence
  or file for such proceedings, and the Transferred Company have not entered
  into debt settlement arrangements in financial distress with third parties.
  There are no circumstances that could justify the avoidance of the transfer
  of the Business pursuant to the provisions of the German Insolvency Code (Insolvenzordnung) and/or the German
  Avoidance Act (Anfechtungsgesetz).

  
	
   

  	
   

  	
   

  
	
  9.2.10

  	
   

  	
  Kemira and Rockwood, as applicable, has and shall transfer to JV US
  on the Closing Date, good, valid and marketable title to the Kemira Inc.
  Shares or the Sachtleben Corp Shares, as applicable, free and clear of any
  security interests, pledges, liens, encumbrances, options or similar rights
  or interests.

  
	
   

  	
   

  	
   

  
	
  9.3

  	
   

  	
  Accounting, Annual Accounts and Profit Distributions

  
	
   

  	
   

  	
   

  
	
  9.3.1

  	
   

  	
  The Transferred Company’s audited annual accounts for the financial
  years 2005 through 2007 (the “Audited
  Annual Accounts”) have been prepared in compliance with the
  applicable accounting principles: with respect to (i) Kemira TiO2, the
  International Financial Reporting Standard (IFRS); (ii) the Oberhausen
  Business Unit and Sachtleben, the generally accepted accounting principles in
  Germany; and (iii) the US Companies, generally accepted accounting
  principles in the United States as in effect from time to time (the “Accounting Principles”), in each case as
  consistently applied by the Transferred Company; provided that, if there is a
  conflict between such practices and the relevant generally accepted
  accounting principles, the relevant generally accepted accounting principles
  shall prevail. The Audited Annual Accounts are true, complete and correct in
  all material respects and truly and correctly reflect in all material
  respects the results of the 

  



 


34

















 


	
   

  	
   

  	
  Transferred Company’s operations, financial condition and assets and
  liabilities as at 31 December 2007 (the “Balance Sheet Date”).

  
	
   

  	
   

  	
   

  
	
  9.3.2

  	
   

  	
  The provisions made for any liabilities on the Audited Annual
  Accounts are, according to the Accounting Principles, sufficient and
  adequate.

  
	
   

  	
   

  	
   

  
	
  9.3.3

  	
   

  	
  There are no resolutions on the appropriation of profits except for
  (i) those that have previously been implemented by distribution and/or
  (ii) those contemplated by and made in connection with the execution of
  this Agreement or the Master Agreement, in particular the Kemira Dividend. No
  provisional or hidden distributions of profits or other payments to
  shareholders and/or members of corporate organs have been made. No hidden
  reserves have been dissolved or withdrawn, except in each case in the ordinary
  course of business consistent with past practice.

  
	
   

  	
   

  	
   

  
	
  9.4

  	
   

  	
  Assets

  
	
   

  	
   

  	
   

  
	
  9.4.1

  	
   

  	
  With the exception of retention of title rights granted to suppliers
  (Eigentumsvorbehalte zugunsten von
  Lieferanten) customary in the industry, the Transferred Company
  and, with regard to the Kemira Oberhausen Assets, Kemira and/or Kemira’s
  Affiliate, as applicable, has full and unencumbered title, or is otherwise
  entitled to use, all assets whether tangible or intangible, that are of more
  than minor importance to the Business as it is currently conducted (each an “Asset” and, collectively, the “Assets”).

  
	
   

  	
   

  	
   

  
	
  9.4.2

  	
   

  	
  No Asset is subject to any security interest, any charge or any other
  encumbrance of any third party (including, as applicable, for the benefit of
  Rockwood Germany or Kemira), except for retention of title rights customary
  in the industry or (i) liens for Taxes, assessments and other
  governmental charges that are not due and payable and that may thereafter be
  paid without penalty, (ii) the title and other interests of a lessor
  under a capital or operating lease or of a licensor under a license or
  royalty agreement, (iii) carriers’, warehousemen’s, mechanics’,
  materialmen’s, repairmen’s or other similar liens arising in the ordinary
  course of business or (iv) security interests, charges and other
  encumbrances as set forth in Annex 9.4.2-1
  (the “Permitted Liens”). None of
  the Transferred Company, Kemira or Kemira’s Affiliate, as applicable, is
  obligated to grant any such security interests, charges, encumbrances or
  similar rights, except as set forth in Annex
  9.4.2-2; in particular, except for Permitted Liens, no third party
  has any claims to such security interests, charges or encumbrances and the
  power of the Transferred Company, Kemira and Kemira’s Affiliate, as applicable,
  to dispose of Assets is not limited in any way.

  
	
   

  	
   

  	
   

  
	
  9.4.3

  	
   

  	
  Unless they
  are of minor importance to the Business, the Assets (i) are in good
  working order ordinary wear and tear excepted, (ii) have been maintained
  and repaired on a regular

  



 


35

















 


	
   

  	
   

  	
  basis and,
  (iii) if taken together, are sufficient to conduct the Business as it
  was conducted before the date of this Agreement.

  
	
   

  	
   

  	
   

  
	
  9.4.4

  	
   

  	
  As of the Closing Date, no US Company shall have any assets,
  obligations, liabilities or commitments other than assets, obligations,
  liabilities and commitments relating to or arising from the conduct of the
  Business.

  
	
   

  	
   

  	
   

  
	
  9.5

  	
   

  	
  Real Estate

  
	
   

  	
   

  	
   

  
	
  9.5.1

  	
   

  	
  The Transferred Company is the owner of all of the real estate
  specified in Annex 9.5.1-1
  (the “Owned Properties”) and
  uses, in connection with the Business, the real estate specified in Annex 9.5.1-2 (the “Used Properties”, together with the Owned
  Properties, each a “Property”
  and collectively, the “Properties”).
  Apart from the Owned Properties, the Transferred Company does not own any
  real estate or rights equivalent to real estate (grundstücksgleiche Rechte), nor is the Transferred Company
  obliged to acquire any further real estate or rights equivalent to real
  estate (grundstücksgleiche Rechte).

  
	
   

  	
   

  	
   

  
	
  9.5.2

  	
   

  	
  The Owned Properties are not subject to any security interest, any
  charge or any other third-party encumbrance (including, as applicable, for
  the benefit of Rockwood Germany or Kemira), except Permitted Liens or as set
  forth in Annex 9.5.2-1. The
  Transferred Company is not obligated to grant any such security interests,
  charges, encumbrances or similar rights, except as set forth in Annex 9.5.2-2; in particular, there
  are no security interests, charges or other encumbrances that have not yet
  been registered in the relevant land register or in the relevant register of
  public charges, no third party has any claims to such security interests,
  charges or encumbrances, and the Transferred Company’s power to dispose of
  the Owned Properties is not limited in any way, except, in each case, for
  Permitted Liens.

  
	
   

  	
   

  	
   

  
	
  9.5.3

  	
   

  	
  Annex 9.5.3-1 contains
  a true, accurate and complete list of all particulars (including address,
  name of lessor, name of lessee, size, annual amount of lease payments, term
  and termination) of all agreements relating to Used Properties (each a “Lease” and collectively, the “Leases”). No party to any Lease has
  committed a material violation of such Lease that would give the other party
  the right to prematurely terminate such Lease, and no lessor under any Lease
  has given notice of termination regarding such Lease. None of the Transferred
  Company, the Warranting Party or the Warranting Party’s Affiliates, as
  applicable, has received any notice that it is in default with regard to
  payments or any other obligations owed under any Lease except as described in
  Annex 9.5.3-2.

  
	
   

  	
   

  	
   

  
	
  9.5.4

  	
   

  	
  All development and construction carried out by or on behalf of the
  Business in relation to each Property has been done in accordance with all
  applicable safety Laws except where such non-compliance would not have a
  material adverse impact on the Business. The current use of each Property
  conforms to all applicable safety Laws, except where such 

  



 


36

















 


	
   

  	
   

  	
  non-compliance would not have a material adverse impact on the
  Business. The construction of all buildings and other premises on the
  Properties has been approved by the relevant authorities and such approvals
  have not been revoked and are either unconditional or were subject only to
  conditions that have been satisfied such that nothing further remains to be
  done thereunder except where such revocation and/or non-fulfillment of such
  condition would not have a material adverse impact on the Business. Any such
  failure, non-compliance, revocation or non-fulfillment is considered to have
  a material impact on the Business, if it either (i) could potentially
  lead to any restriction, closure or suspension of the Business or
  (ii) capital expenditures above EUR 500,000.00.

  
	
   

  	
   

  	
   

  
	
  9.6

  	
   

  	
  Intellectual Property Rights

  
	
   

  	
   

  	
   

  
	
  9.6.1

  	
   

  	
  The Transferred Company is entitled to use the IP Rights and Know-How that are material for carrying out the
  Business substantially in the same manner as conducted by the Transferred Company of the
  date hereof (the “Material IP Rights”).

  
	
   

  	
   

  	
   

  
	
  9.6.2

  	
   

  	
  Annex 9.6.2
  contains a complete and correct list of all registered IP Rights or pending
  applications thereof (the “Registered
  IP  Rights”) of the Transferred Company and, with regard to
  Kemira’s TiO2 Pigments Business, the Oberhausen IP Rights. Annex 9.6.2
  correctly indicates the nature, the registration or application number, the
  application date, the registered owner or applicant of the Registered IP
  Rights and the jurisdictions in which such Registered IP Rights have been
  registered or applied for.

  
	
   

  	
   

  	
   

  
	
  9.6.3

  	
   

  	
  Except for the IP Rights listed in Annexes 5.1.3 and
  5.2.1(a) Kemira Germany does not own or has owned in the year prior to
  the date hereof any patents (and has not applied for any) that were developed
  by the Oberhausen Business Unit and that are material for Kemira’s TiO2
  Business.

  
	
   

  	
   

  	
   

  
	
  9.6.4

  	
   

  	
  Except as specified in Annex 9.6.4,
  no Registered IP Rights or Material IP Right are licensed to any third party.
  Annex 9.6.4 contains a list of all contracts, in particular license
  agreements, with regard to the Registered IP Rights that is complete and
  correct in all material respects.

  
	
   

  	
   

  	
   

  
	
  9.6.5

  	
   

  	
  Except as specified in Annex 9.6.5,
  the Registered IP Rights are not subject to any pending or, to the Warranting
  Party’s best knowledge, threatened proceedings for opposition, cancellation,
  revocation or limitation. The payment of fees due and all other measures
  necessary to maintain the Registered Material IP Rights have been undertaken
  completely and in good time.

  
	
   

  	
   

  	
   

  
	
  9.6.6

  	
   

  	
  To the Warranting Party’s best knowledge, the activities of the
  Business and the IP Rights of the Business do not infringe any third-party IP
  Rights or other third-party rights.

  



 


37

















 


	
  9.6.7

  	
   

  	
  To the Warranting Party’s best knowledge, all compensation and fees
  for employee inventions of any of the employees of the Business have been
  paid when due and, if not mandatory under applicable Law, such employees of
  the Business have validly assigned or agreed to assign any rights to their
  inventions to the Business, except as otherwise described in Annex 9.6.7.

  
	
   

  	
   

  	
   

  
	
  9.7

  	
   

  	
  Business Operations

  
	
   

  	
   

  	
   

  
	
  9.7.1

  	
   

  	
  The Business does not infringe any third-party rights under public or
  civil law, except where such infringement cannot be expected to have a
  material effect on the operation of the business.

  
	
   

  	
   

  	
   

  
	
  9.7.2

  	
   

  	
  Except as set out in Annex 9.7.2,
  no claims for damages based on defective products or co-products (including,
  but not limited to, filter salt and copperas) (i) with a value of more
  than EUR 250,000.00 in an individual case or (ii) for serial
  defects (Serienschaden) have
  been asserted or threatened against the Business during the five years
  immediately preceding the date of this Agreement, nor have any preliminary
  investigations under criminal or public Law been instituted against the
  Business or the employees, executives and/or members of corporate bodies of
  the Business in connection with defective products or serial defects (Serienschaden) and there is no
  indication that any such claims may be asserted or investigations instituted.

  
	
   

  	
   

  	
   

  
	
  9.8

  	
   

  	
  Governmental
  Authorizations and Compliance with Laws

  
	
   

  	
   

  	
   

  
	
  9.8.1

  	
   

  	
  Other than environmental permits, licenses, consents, concessions,
  approvals and other public law legal positions, which are solely subject to
  section 13.2, the Business holds all permits, licenses, consents,
  concessions, approvals and other public law legal positions required under
  applicable Laws for the operation the Business (collectively, the “Permits”) and the Business is conducted
  in accordance with the Permits, including any ancillary provisions, and in
  compliance with all applicable Laws, in particular provisions on employment
  safety and environmental protection, unless the failure to hold the Permits
  or the non-compliance with the Permits would not have a material impact on
  the Business and would not result in expenditures or liabilities of more than
  EUR 250,000.00. There is no indication that the Permits will expire or
  be withdrawn, revoked, restricted or altered (in particular by imposition of
  obligations) or otherwise negatively affected by the consummation of the
  Transaction. There are no unsettled complaints by the competent public
  authorities or employers’ liability insurance associations with an amount in
  dispute above EUR 100,000.00. In addition, other third parties – in
  particular neighbors – have not lodged complaints or asserted claims in
  relation to the Business operations or parts thereof.

  



 


38
















 


	
  9.8.2

  	
   

  	
  The Transferred Company maintains all material Permits that belong to
  the Business from an economic point of view and are necessary or exist for
  the operation of the Business. The consummation of the Transaction will not
  result in the cancellation, termination, revocation, modification,
  suspension, restriction, limitation of or other change to any such Permits
  that will have a material impact on the operations of the Business.

  
	
   

  	
   

  	
   

  
	
  9.8.3

  	
   

  	
  The Business is currently and has in the past in all material
  respects been conducted in compliance with applicable Laws.

  
	
   

  	
   

  	
   

  
	
  9.9

  	
   

  	
  Subsidies

  
	
   

  	
   

  	
   

  
	
  9.9.1

  	
   

  	
  Annex 9.9.1 contains
  a true and complete list of all public grants and subsidies applied or,
  received and used by the Transferred Company that provide for any ongoing
  obligation of the Company, including site or employment guarantees.

  
	
   

  	
   

  	
   

  
	
  9.9.2

  	
   

  	
  The Transferred Company has applied for, received and used public
  grants and subsidies only in accordance with the applicable legal provisions
  and in compliance with the orders, conditions and obligations of any relevant
  public authority. Neither the consummation of the Transaction nor any other
  circumstances currently in existence require the repayment or will lead to
  the acceleration of the repayment of all or part of such grants or subsidies.

  
	
   

  	
   

  	
   

  
	
  9.10

  	
   

  	
  Personnel Matters

  
	
   

  	
   

  	
   

  
	
  9.10.1

  	
   

  	
  Annex 9.10.1
  contains a list of all current service contracts of the Transferred Company’s
  managing directors or officers, as applicable, and members of the Transferred
  Company’s supervisory board or board of directors, as applicable, in their
  function as such and all additional agreements concluded with or offered to
  them, and all other benefits owed, paid or offered to them by such
  Transferred Company, including, but not limited to, profit participations,
  bonuses, option rights, premiums and profit-based bonuses.

  
	
   

  	
   

  	
   

  
	
  9.10.2

  	
   

  	
  Annex 9.10.2
  contains a list of all employees of the Transferred Company (a) with an
  annual salary of more than EUR 100,000.00 (including bonuses and
  performance-based payments) or (b) who are domiciled (i) outside
  Germany with respect to the Rockwood TiO2 Pigments Business and
  (ii) outside Finland with respect to the Kemira TiO2 Pigments Business
  and the Kemira Oberhausen Assets.

  
	
   

  	
   

  	
   

  
	
  9.10.3

  	
   

  	
  Annex 9.10.3-1
  contains a true and complete list of all employees of the Business that were
  laid off during the last twelve months and which the Business may be required
  under applicable Law to rehire in case any new employees are hired by the
  Business. Except as specified in Annex 9.10.3-2,
  the Business has no liabilities towards retired members of corporate bodies
  or laid-off employees.

  



 


39

















 


	
  9.10.4

  	
   

  	
  Except as specified in Annex 9.10.4,
  there are no agreements or promises regarding special rights (in particular
  special termination rights, bonus payments or other benefits) in connection
  with, arising from or triggered by a change of shareholders.

  
	
   

  	
   

  	
   

  
	
  9.10.5

  	
   

  	
  The Business is not a member of any employers’ association and is not
  subject to any collective bargaining agreements, including any collective
  bargaining agreements that may cover employees of any US Transferred Company
  and collective bargaining agreements declared to be generally binding, except
  as specified in Annex 9.10.5.

  
	
   

  	
   

  	
   

  
	
  9.10.6

  	
   

  	
  Annex 9.10.6-1
  contains a list of all shop agreements that are applied at the Business.
  Except for the reconcilements of interests (Interessenausgleiche)
  and the social plans (Sozialpläne)
  listed in Annex 9.10.6-2,
  there are no agreements, promises or other obligations of the Business to be
  fulfilled for past, current or future restructurings or other operational
  changes.

  
	
   

  	
   

  	
   

  
	
  9.10.7

  	
   

  	
  Annex 9.10.7
  contains a list of all agreements and promises at the Business regarding
  benefits from the company pension schemes. All agreements and promises comply
  with applicable Law.

  
	
   

  	
   

  	
   

  
	
  9.10.8

  	
   

  	
  Annex 9.10.8
  contains a list of all obligations of the Business based on customary
  business practice (betriebliche Übung).

  
	
   

  	
   

  	
   

  
	
  9.10.9

  	
   

  	
  Annex 9.10.9
  contains a list of all collective and individual promises, agreements, plans,
  schemes, regulations or other arrangements or understandings that restrict
  the Business’ right of termination beyond the statutory regulations (e.g.
  regulations on protection against rationalization).

  
	
   

  	
   

  	
   

  
	
  9.10.10

  	
   

  	
  Annex 9.10.10
  contains a complete list of all stock options granted by the Business
  including the names of the persons entitled to, the number of and the value
  of such stock options at the time of their issuance.

  
	
   

  	
   

  	
   

  
	
  9.10.11

  	
   

  	
  To the extent required by applicable Law and the Accounting
  Principles, appropriate provisions have been made in the Audited Annual
  Accounts, for the full amount of present and future liabilities in respect of
  pension undertakings to be paid to current or former managing directors, or
  to officers or other employees of the Business. All statutory contributions
  in respect of pension undertakings to current or former managing directors,
  or to officers or other employees engaged in the Business have been made when
  due.

  
	
   

  	
   

  	
   

  
	
  9.10.12

  	
   

  	
  The Business is not a party – be it as plaintiff, defendant or
  otherwise – to any court, arbitration or public authority proceedings
  involving employees, managing directors, works councils, trade unions or
  other employee representatives and, to the best knowledge of the

  



 


40

















 


	
   

  	
   

  	
  Warranting Party, the US Transferred Company is in compliance in all
  material respects with all applicable US federal, state and local Laws
  respecting employment, occupational safety and health, employment practices,
  terms and conditions of employment and wages and hours of employment with
  respect to the current and former employees of the US Transferred Companies,
  except as specified in Annex 9.10.12
  or where such non-compliance would not have a material adverse impact on the
  relevant US Transferred Company.

  
	
   

  	
   

  	
   

  
	
  9.10.13

  	
   

  	
  Annex 9.10.13 contains
  a complete list of all “employee benefit plans” within the meaning of section
  3(3) of the U.S. Employee Retirement Security Act of 1974, as amended (“ERISA”), all other employee benefit
  plans, arrangements or policies (including, without limitation, any equity,
  deferred compensation, pension, retirement, savings, profit sharing,
  incentive, bonus, health, life insurance, cafeteria, flexible spending,
  dependent care, fringe benefit, vacation, holiday, disability, unemployment,
  severance, or employee loan arrangement or policy), all employment,
  indemnification, consulting, retention, severance or change of control
  agreements, in each case, that is sponsored or maintained by the US
  Transferred Company or to which the US Transferred Company or any of its
  respective Affiliates contributes or is required to contribute on behalf of
  current or former employees, consultants or directors of the US Transferred
  Company or their beneficiaries or dependents, whether or not written (“US Benefit Plans”). Neither the US
  Transferred Company nor any of its Affiliates has communicated to present or
  former employees of the US Transferred Company or formally adopted or
  authorized any additional US Benefit Plan or any material change in or
  termination of any existing US Benefit Plan. Except as would not be
  reasonably expected to have a material adverse effect on the US Transferred
  Company, each US Benefit Plan has been construed, operated and administered
  in accordance with its terms and all applicable Laws. Each US Benefit Plan
  intended to be Tax-qualified under section 401(a) of the of the U.S.
  Internal Revenue Code of 1986, as amended (the “IRC”), has received a favorable determination letter from
  the U.S. Internal Revenue Service as to its Tax-qualified status under the
  IRC and nothing has occurred since the date of such favorable determination
  letter that would adversely affect the qualified status of such plan.

  
	
   

  	
   

  	
   

  
	
  9.10.14

  	
   

  	
  No US Benefit Plan is a pension plan subject to Title IV of ERISA, or
  a multiemployer plan within the meaning of section 3(37) of ERISA, and the US
  Transferred Company does not have any outstanding liabilities with respect to
  any such plan previously maintained or contributed to by such US Transferred
  Company.

  
	
   

  	
   

  	
   

  
	
  9.10.15

  	
   

  	
  Except as would not be reasonably expected to have a material adverse
  effect on the US Transferred company, there are no actions, suits, or claims
  (other than routine claims for benefits in the ordinary course) with respect
  to any US Benefit Plan that could give rise to a material liability, or to
  the best knowledge of the Warranting Party, threatened, and the 

  



 


41

















 


	
   

  	
   

  	
  Warranting Party has no knowledge of any facts which could give rise
  to any such actions, suits or claims (other than routine claims for
  benefits). No US Benefit Plan is currently under governmental investigation
  or audit and, to the best knowledge of the Warranting Party, no such
  investigation or audit is contemplated or under consideration.

  
	
   

  	
   

  	
   

  
	
  9.10.16

  	
   

  	
  No event has occurred and no condition exists with respect to any US
  Benefit Plan which could reasonably be expected to subject the US Transferred
  Company, or any of its employees, agents, directors or affiliates, directly
  or indirectly (through an indemnification agreement or otherwise), to a
  material liability for breach of fiduciary duty, a “prohibited transaction”,
  within the meaning of section 406 of ERISA or section 4975 of the IRC, or a
  material tax, penalty or fine under section 502 or 4071 of ERISA or Subtitle
  D, Chapter 43 of the IRC.

  
	
   

  	
   

  	
   

  
	
  9.10.17

  	
   

  	
  No event has occurred and no condition exists with respect to any
  employee benefit plan or arrangement currently or previously maintained or
  contributed to by any Affiliate of the US Transferred Company that could
  subject the US Transferred Company or any of its employees, directly or
  indirectly (through indemnification or otherwise), to material liability,
  including, without limitation, liability under section 412, 4971 or 4980B of
  the IRC or Title IV of ERISA.

  
	
   

  	
   

  	
   

  
	
  9.10.18

  	
   

  	
  Except as set forth in Annex
  9.10.18, neither the execution of this Agreement nor the
  consummation of the Transaction will (i) increase the amount of benefits
  otherwise payable under any US Benefit Plan, (ii) result in the
  acceleration of the time of payment, exercisability, funding or vesting of
  any such benefits, or (iii) result in any payment (whether severance pay
  or otherwise) becoming due to, or with respect to, any current or former
  employee or director of the US Transferred Company. No payment or series of
  payments that would constitute a “parachute payment” (within the meaning of
  section 280G of the IRC) has been made or will be made by the US Transferred
  Company, directly or indirectly, to any employee in connection with the
  execution of this Agreement or as a result of the consummation of the
  Transaction.

  
	
   

  	
   

  	
   

  
	
  9.11

  	
   

  	
  Material Agreements

  
	
   

  	
   

  	
   

  
	
  9.11.1

  	
   

  	
  Annex 9.11.1
  contains a list of all Material Agreements. “Material Agreements” shall mean any of the following written
  or oral agreements, contracts and arrangements, in each case, as amended from
  time to time:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  agreements for joint ventures, strategic alliances;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  credit agreements with the Transferred Company as a lender or
  borrower;

  



 


42

















 


	
   

  	
   

  	
  (c)

  	
  loans, guarantees, suretyships, letters of comfort, performance or
  warranty bonds and similar instruments in each case (i) issued by any
  third party, including, without limitation, the Warranting Party or the
  Warranting Party’s Affiliates, or the Transferred Company, to secure any
  indebtedness or other obligation of the Business or (ii) issued by the
  Transferred Company to secure any indebtedness or other obligation of a third
  party including, without limitations, the Warranting Party or the Warranting
  Party’s Affiliates;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
  forward sales or purchases, futures, financial swaps, options and
  other financial derivates and combinations thereof;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)

  	
  all intra-group agreements not at arm’s length and not in the
  ordinary course of business;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f)

  	
  non-compete covenants or other restrictive agreements entered into by
  the Transferred Company that may restrict the Transferred Company from
  operating its business as before the date of this Agreement in line with the
  Transferred Company’s business plan or restrict the ability of the
  Transferred Company to compete in any line of business;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (g)

  	
  any agreement relating to any merger, acquisition or disposal,
  amalgamation or consolidation or reorganization involving the Business during
  the last two years or older if there are ongoing contractual obligations;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (h)

  	
  any financial lease agreement entered into by the Transferred Company
  involving an annual lease in excess of EUR 250,000.00;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  any factoring agreement or any other sale of receivable entered into
  by the Transferred Company;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (j)

  	
  agreements to sell or otherwise dispose of any fixed assets with a fair
  market value or a replacement value in excess of EUR 250,000.00;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (k)

  	
  Energy Agreements and agreements with suppliers or customers whose
  business with the Business exceeded an aggregate volume of
  EUR 200,000.00 in the year 2007 or are expected or budgeted to exceed
  such volume in 2008;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (l)

  	
  agreements containing minimum purchase requirements in excess of
  EUR 2,000,000.00 per year; and

  



 


43

















 


	
   

  	
   

  	
  (m)

  	
  rental,
  lease and other agreements concerning the use of Assets in connection with
  the Business and involving an annual financial burden of more than
  EUR 100,000.00 in each individual case.

  
	
   

  	
   

  	
   

  
	
  9.11.2

  	
   

  	
  All of the Material Agreements are in full force and effect and no
  notices of termination have been given or received in writing or, to the
  Warranting Party’s best knowledge, orally, and to the Warranting Party’s best
  knowledge, the Business is not in material default under any Material
  Agreement and no notices of termination have been given or received.

  
	
   

  	
   

  	
   

  
	
  9.11.3

  	
   

  	
  There are no Material Agreements that could reasonably be expected to
  impede the consummation of the Transaction. No loan or other indebtedness
  will be repayable upon the consummation of the Transaction.

  
	
   

  	
   

  	
   

  
	
  9.11.4

  	
   

  	
  All Material Agreements entered into between the Business and the
  Warranting Party or any Affiliate of the Warranting Party have been entered
  into at arm’s length.

  
	
   

  	
   

  	
   

  
	
  9.12

  	
   

  	
  Suppliers and Customers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Annex 9.12
  contains a list of the Business’ ten largest suppliers and of the ten largest
  customers in the financial year 2007 and a list of all those suppliers of the
  Business for whose goods and services no alternative source of supply at
  comparable conditions exists. To the Warranting Party’s best knowledge, there
  is no reason to assume that any of these suppliers or customers will
  substantially reduce the extent of their business with the Business.

  
	
   

  	
   

  	
   

  
	
  9.13

  	
   

  	
  Insurance

  
	
   

  	
   

  	
   

  
	
  9.13.1

  	
   

  	
  Annex 9.13.1-1
  contains a list of all insurance policies used in, taken out by, relating to
  or for the benefit of the Business (each an “Insurance Policy” and, collectively, the “Insurance Policies”), which (i) are
  maintained at group level or (ii) relate to property damages, business
  liabilities and environmental liabilities, in each case including the name of
  the insurance provider, the name of the insured, the insured risk, the policy
  number, the date of issuance, the term, the maximum amount of coverage, the
  amount of any deductible and to the extent taken out by the respective
  Transferred Company and not maintained at group level, the annual premium. Annex 9.13.1-2 contains a list of
  all Insurance Policies where coverage will terminate or reduce upon or as a
  result of the consummation of the Transaction.

  
	
   

  	
   

  	
   

  
	
  9.13.2

  	
   

  	
  The Insurance Policies provide coverage that is (i) customary in
  the Business’ industry both with respect to scope and nature and
  (ii) adequate under any contractual or mandatory insurance requirement
  applicable to the Business. Each Insurance Policy is in full force and 

  



 


44

















 


	
   

  	
   

  	
  effect and was in full force and effect during the periods of time
  that such Insurance Policy was purported to be in effect, is valid, existing
  and binding and all premiums due thereon have been timely paid (subject to
  changes made in the ordinary course of business that did not materially
  reduce the coverage thereunder). The Business has not received any notices of
  termination or cancellation with respect to any Insurance Policy and the
  consummation of the Transaction will not result in the termination of any
  Insurance Policy, except as described in Annex
  9.13.2.

  
	
   

  	
   

  	
   

  
	
  9.13.3

  	
   

  	
  Annex 9.13.3
  sets forth all outstanding claims made under the Insurance Policies. To the
  Warranting Party’s best knowledge, there are no circumstances or facts that
  would entitle the Business to make any additional claims against any
  insurance provider under any Insurance Policy in excess of EUR 100,000.00.

  
	
   

  	
   

  	
   

  
	
  9.14

  	
   

  	
  Legal
  Disputes

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Transferred Company is not a party – as plaintiff, defendant or
  otherwise – to any court, arbitration or public authority proceedings
  involving a value in dispute of more than EUR 100,000.00 in an
  individual case, except as specified in Annex 9.14.
  The aggregate amount of the values in dispute in all proceedings to which the
  Transferred Company is a party and which are not listed in Annex 9.14 does
  not exceed EUR 250,000.00. There is no indication that any additional
  court, arbitration or public authority proceedings will be commenced after
  the date of this Agreement.

  
	
   

  	
   

  	
   

  
	
  9.15

  	
   

  	
  No Bribery or Corruption, Compliance with U.S. Sanctions

  
	
   

  	
   

  	
   

  
	
  9.15.1

  	
   

  	
  To the Warranting Party’s best knowledge, during the 10 years
  immediately preceding the date of this Agreement, no employee of the
  Transferred Company nor any third party acting on behalf of the Transferred
  Company has, in violation of the applicable Law:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  offered,
  promised or granted, directly or indirectly, any benefit (e.g. bribes,
  payments in kind or kick-backs) to any person (e.g. a natural or legal person
  or his/her/its representative(s)), in return for obtaining unfair favorable
  treatment vis-à-vis competitors in the supply of goods or commercial
  services, or, to the best of the Warranting Party’s best knowledge, demanded,
  allowed him- or herself to be promised or accepted such benefit for him- or
  herself or a third party for the purpose of obtaining unfair favorable
  treatment vis-à-vis competitors in the supply of goods or commercial
  services;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  offered, promised or granted, directly or indirectly, any benefit
  (cf. section 9.15.1(a)) to a public official, a person with special
  public service obligations or any other

  



 


45

















 


	
   

  	
   

  	
   

  	
  person who performs public functions, to or for that person or a
  third person, in return for the fact that he/she performed or will in future
  perform an official act;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  made any unlawful political donations; and/or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
  otherwise used the Transferred Company’s funds for illegal purposes
  in connection with the Business that could expose the Transferred Company or
  its shareholders to the risk of the imposition of a penalty or fine (Geldstrafe oder Geldbuße) payable by, or
  that could lead to an imposition of an obligation upon, or a loss for, the
  Transferred Company or its respective shareholders.

  
	
   

  	
   

  	
   

  
	
  9.15.2

  	
   

  	
  The Business and the Transferred Company is in compliance with
  (i) all relevant sanctions and regulations promulgated by the Office of
  Foreign Asset Control of the U.S. Department of the Treasury, (ii) all relevant
  resolutions or directives of the United Nations and (iii) the relevant
  Laws of the European Union. In addition to the foregoing, the business
  operations do not include any business relations with Cuba, Iran, Syria or
  North Korea or with any person or entity included in the list of specially
  designated nationals and blocked persons of the Office of Foreign Asset
  Control of the U.S. Department of the Treasury except as disclosed in Annex 9.15.2.

  
	
   

  	
   

  	
   

  
	
  9.16

  	
   

  	
  Warranties Specific to Kemira

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Each of the Kemira TiO2’s Finnish pension fund Kemira Pigments Oy:n
  eläkesäätiö and Kemira TiO2’s Finnish sickness fund that manages, inter alia, mandatory benefits in lieu
  of the competent Finnish governmental authority (Kansaneläkelaitos), is fully funded as per
  December 31, 2007.

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  SUPPLEMENTARY
  PROVISIONS REGARDING THE WARRANTIES

  
	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  The Warranties together with their annexes also apply – to the extent
  required, mutatis mutandis – to
  the Transferred Company’s consolidated Affiliates listed in Annex 10.1-1. With respect to the
  Transferred Company’s non-consolidated Affiliates listed in Annex 10.1-2, all Warranties are
  given to the  best knowledge of
  the Warranting Party in the meaning of section 10.2 only and without any
  obligation to make any further enquiry.

  
	
   

  	
   

  	
   

  
	
  10.2

  	
   

  	
  Warranties that are given to the Warranting Party’s “best knowledge”
  are given to the actual knowledge of the present members of Kemira’s,
  Rockwood Germany’s or Rockwood’s managing directors / board or directors, as
  applicable, as of the date of this Agreement.

  
	
   

  	
   

  	
   

  
	
  10.3

  	
   

  	
  Except where otherwise expressly set forth in this Agreement, the
  Affected Party (as defined below) shall only be entitled to raise claims
  under the Warranties if and to the extent the 

  



 


46

















 


	
   

  	
   

  	
  matter to which the claim relates is not disclosed in this Agreement,
  the Master Agreement, the JV Agreement or their respective annexes.
  Section 442 of the German Civil Code (BGB)
  does not apply. For the sake of clarity, the Parties hereby acknowledge that
  disclosure of any matter in any context other than in this Agreement, the
  Master Agreement, the JV Agreement or their respective annexes (e.g.
  disclosure solely in a data room) is not sufficient to bar an Affected Party
  (as defined below) from raising a claim under the Warranties.

  
	
   

  	
   

  	
   

  
	
  10.4

  	
   

  	
  To the extent that Warranties are limited by the disclosure of facts
  in the relevant Warranty or in an Annex to this Agreement to which it
  expressly refers, the respective limitation applies only to the Warranty to
  which it specifically relates.

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  REMEDIES

  
	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  If one or more Warranties are incorrect and/or incomplete, then the
  Party to which such Warranty was given (the “Affected Party”) is in each case entitled to demand from the
  Party breaching such Warranty (the “Breaching
  Party”) that the warranted situation be provided.

  
	
   

  	
   

  	
   

  
	
  11.2

  	
   

  	
  If the Affected Party demands remedy of the warranted situation and
  (i) the warranted situation is not fully provided by the Breaching Party
  within a reasonable period, but in any case within four weeks after receipt
  of the warranty remedy demand, (ii) remedy of the warranted situation
  turns out to be impossible or inexpedient from the Affected Party’s
  reasonable point of view, or (iii) the Breaching Party refuses remedy of
  the warranted situation for any reason, then the Affected Party is entitled
  to demand payment of damages from the Breaching Party to the respective JV
  Group Company affected by the breach in the amount needed for remedy of the warranted
  situation and/or for compensation of other losses, such losses specifically
  excluding:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  consequential
  damages (Folgeschäden), lost
  profits (entgangener Gewinn),
  internal administration and overhead costs;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  amounts for
  which specific accruals (Rückstellungen)
  have been included in the Annual Audited Accounts;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  amounts that
  have been specifically taken into consideration in the evaluation of the
  Transaction as set out in the Financial Information and Valuation (and deducted
  from the EBITDA or enterprise value); and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
  amounts that are compensated pursuant to section 16 (Locked Box
  Concept) which shall prevail over this section 11.

  



 


47

















 


	
  11.3

  	
   

  	
  The JV Group Companies shall be obliged to inform the Advisory Board
  of JV Europe and any Party reasonably requesting such information of any
  breach of the Warranties without undue delay after they become aware of such
  breach.

  
	
   

  	
   

  	
   

  
	
  11.4

  	
   

  	
  The liability of the Breaching Party for a breach of Warranty shall
  be limited as follows:

  
	
   

  	
   

  	
   

  
	
  11.4.1

  	
   

  	
  The Affected Party is entitled to raise claims for a breach of
  Warranty only to the extent that any individual claim or a series of related
  claims exceeds EUR 250,000.00 (de
  minimis), except where an individual warranty specified a higher
  or lower minimum amount, in which case such amount shall apply, and only if
  and to the extent the sum of such claims exceeds EUR 4,000,000.00, in
  which case the entire amount can be claimed (Freigrenze).

  
	
   

  	
   

  	
   

  
	
  11.4.2

  	
   

  	
  Subject to section 11.4.3, for all claims resulting from a
  breach of Warranty except for a breach of any Warranty set forth in section
  9.2 (but excluding section 9.2.9), the maximum aggregate liability of the
  Breaching Party equals EUR 25,000,000.00 unless otherwise set out in
  this Agreement.

  
	
   

  	
   

  	
   

  
	
  11.4.3

  	
   

  	
  For claims in respect of fraud or willful misconduct, the statutory
  rules shall apply. Section 444 of the German Civil Code (BGB) remains applicable.

  
	
   

  	
   

  	
   

  
	
  11.5

  	
   

  	
  The Affected Party shall notify the Breaching Party in writing of any
  breach of Warranty within 60 days after the Affected Party became aware of
  such breach, provided that the failure to so notify the Breaching Party as
  provided in this sentence will not relieve the Breaching Party from any liability
  or obligation that it may have pursuant to this Agreement except to the
  extent the Breaching Party shall actually have been materially prejudiced by
  such failure or delay.

  
	
   

  	
   

  	
   

  
	
  11.6

  	
   

  	
  All claims arising pursuant to this section 11 shall be time-barred
  from the earlier of

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  the first
  anniversary of the Closing Date; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  the
  occurrence of a disposal of all shares in JV Europe (and the respective
  limited liability interest in JV US as required by the JV Agreement) by
  either Kemira and / or Rockwood Germany; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  an initial
  public offering of the shares in JV Europe,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (each of (b) and (c) an “Exit
  Event”), provided, however, that to the extent any claim pursuant
  to this section 11 was notified in writing to the Breaching Party in
  accordance with this section 11 and is still pending at the time of the
  earlier of the first anniversary of the Closing Date and an Exit Event, such
  claim shall continue to be subject to the provisions of this section 11
  until such claim is finally resolved.

  



 


48
















 


	
  12.

  	
  TAX WARRANTIES AND
  REMEDIES

  
	
   

  	
   

  
	
  12.1

  	
  For the purpose of this section 12,

  
	
   

  	
   

  
	
   

  	
  “Tax”
  or “Taxes” shall refer to:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  liability for all forms of taxation, including any charge, tax, duty,
  levy, customs, tariffs, withholding or liability wherever imposed for support
  of national, state, federal, municipal or local government or any other
  person, including social insurance contributions, corporation tax, trade tax,
  VAT (including for the avoidance of doubt any non-deductible input VAT),
  payroll tax, solidarity surcharge, antidumping duties, countervailing duties
  and other public law levies;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  secondary liability for other person’s Taxes (Steuerhaftungsbeträge) based on Law
  (e.g. wage tax, reverse charged VAT, withholding tax, due to tax groups, fiscal
  unities, acquisitions of business);

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Tax equivalent indebtedness based on (i) contractual
  arrangements (e.g. under a Tax sharing agreement (Steuerumlagen), contractual tax guarantee or indemnity) or
  (ii) Law;

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  any payments for non-compliance with transfer pricing obligations
  especially penalties to be levied;

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  any de-grouping charges or similar charges based on law or
  contractual arrangements; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  any penalty, fine, surcharge, interest, charges or costs payable in connection
  with any taxation within (a) to (e), above.

  
	
   

  	
   

  	
   

  
	
  12.2

  	
  In
  accordance with section 9.1 above, Kemira, Rockwood Germany and Rockwood
  hereby represent and warrant the following:

  
	
   

  	
   

  
	
  12.2.1

  	
  The Transferred Company has filed in good time all Tax returns and
  reports in respect of Taxes with the relevant Tax authorities as are required
  to be filed. For the avoidance of doubt, a tax return is filed in good time
  if it is filed in accordance with (i) a time limit set forth in the
  applicable tax code, or (ii) a time limit set by the relevant tax
  authority in charge. All such Tax returns are true, correct and complete in
  all material respects.

  
	
   

  	
   

  
	
  12.2.2

  	
  All Taxes required to have been paid by the Transferred Company have
  been paid in full in due time.

  



 


49

















 


	
  12.2.3

  	
  The Transferred Company has not given any waiver or been granted any
  extension by any Tax authority of any period of limitation governing the time
  of assessment or collection of any Taxes.

  
	
   

  	
   

  
	
  12.2.4

  	
  There are no Tax audits, assessments or deficiencies pending against
  the Transferred Company, and, to the Warranting Party’s best knowledge, no
  such audit, assessment or deficiency is threatened, except as disclosed in Annex 12.2.4.

  
	
   

  	
   

  
	
  12.2.5

  	
  The Transferred Company has withheld, paid or remitted the relevant
  Tax authorities on a timely basis all Taxes required to have been withheld
  and paid in connection with amounts paid or owing to any employee,
  independent contractor, creditor, stockholder or other third party, and the
  Transferred Company has complied with all applicable information reporting
  requirements with respect to such amounts.

  
	
   

  	
   

  
	
  12.2.6

  	
  The Transferred Company is not a party to any Tax sharing or Tax
  allocation agreement that will survive after the Closing Date.

  
	
   

  	
   

  
	
  12.2.7

  	
  There are no material liens for Taxes (other than Taxes not yet due
  and payable) against the assets of the Business.

  
	
   

  	
   

  
	
  12.2.8

  	
  The Transferred Company does not have a permanent establishment
  outside the country of their incorporation that generates income of a capital
  income character.

  
	
   

  	
   

  
	
  12.2.9

  	
  The Warranties under clauses 12.2.1.1 through 12.2.10 shall apply mutatis mutandis to the Transferred
  Company’s consolidated Affiliates listed in Annex 10.1-1.

  
	
   

  	
   

  
	
  12.3

  	
  Remedies

  
	
   

  	
   

  
	
  12.3.1

  	
  In the event one or more of the Warranties given pursuant to this
  section 12 are incorrect and/or incomplete, the Breaching Party (the
  Warranting Party breaching such Warranty) shall indemnify and hold harmless
  the Affected Party (the Party to which such Warranty was given) against any
  liability of any JV Group Company for the payment of any and all Taxes
  arising as a result, for the avoidance of doubt, including interest, penalty
  or addition to Tax charged by the taxing authority relating to such Tax, by
  payment of an amount equal to such Taxes to the relevant JV Group Company.

  
	
   

  	
   

  
	
  12.3.2

  	
  If audits by the relevant Tax authorities or other circumstances
  (including for the avoidance of doubt the filing of tax returns) lead to
  liabilities of any JV Group Company with regard to Taxes being attributable
  to the period up to and including 31 December 2007 (the “Pre-Effective-Date Period”) and such
  Taxes were not paid prior to 1 January 2008, then

  



 


50

















 


	
   

  	
   

  	
  (i)

  	
  if and to the extent such Taxes relate to JV Europe or its
  consolidated Affiliates listed in Annex 10.1-1 then Rockwood Germany shall
  indemnify and hold harmless Kemira;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  if and to the extent such Taxes relate to Sachtleben Corp then
  Rockwood shall indemnify and hold harmless Kemira; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  if and to the extent such Taxes relate to Kemira TiO2, Kemira Inc. or
  their respective consolidated Affiliates listed in Annex 10.1-1 then Kemira
  shall indemnify and hold harmless Rockwood and Rockwood Germany

  
	
   

  	
   

  
	
   

  	
  for and against all Taxes of any JV Group Company arising as a result
  (including any such Taxes paid prior to the signing of this Agreement) by
  payment of an amount equal to such Taxes, and for the avoidance of doubt,
  including interest, penalty or addition to Tax charged by the taxing
  authority relating to such Tax, to the relevant JV Group Company. The Tax is
  attributable to the period up to and including 31 December 2007 if the
  Tax should have been paid on or before 31 December 2007 or should have
  been accounted for under the applicable generally accepted accounting
  principles as a liability or a provision in the financial statement as of 31
  December 2007. Taxes that relate to the Pre-Effective-Date Period and
  are reflected in the Financial Information and Valuation and are paid prior
  to or on 30 April 2008 shall be exempt from indemnification under this
  section 12.

  
	
   

  	
   

  
	
  12.3.3

  	
  If acts of a
  Warranting Party or a Transferred Company that are not connected with the
  Transferred Company’s Business or transactions that were conducted for the
  preparation of the Transaction lead to additional Tax liabilities of any JV
  Group Company for the period after the Pre-Effective-Date Period, the
  Warranting Party engaged in such acts must or, if a Transferred Company
  engaged in such acts then (i) Kemira if Kemira TiO2 and Kemira Inc.
  engaged in such acts, (ii) Rockwood Germany if JV Europe engaged in such
  acts or (iii) Rockwood if Sachtleben Corp engaged in such acts, must
  compensate the relevant JV Group Company for all Taxes arising as a result,
  excluding real estate transfer Tax caused by the Transaction, which shall be
  borne by the respective JV Group Companies, but including any such real
  estate transfer Taxes caused by the Water Carve-Out or the transfer of Closed
  Landfills which shall be borne and reimbursed by Rockwood Germany or Kemira,
  as the case may be.

  
	
   

  	
   

  
	
  12.3.4

  	
  The claims for the breach of any Warranty given pursuant to this
  section 12 and claims under the Tax indemnity shall become time barred
  upon expiration of a period of six months after the final and binding/non
  appealable assessment of the respective Tax.

  
	
   

  	
   

  
	
  12.3.5

  	
  To the extent that Sachtleben Corp is included in any consolidated,
  combined or unitary group with Rockwood or any of its Affiliates for period
  from 1 January 2008 through the

  



 


51

















 


	
   

  	
  Closing Date, JV US shall pay to Rockwood an amount equal to the Tax
  liability that Sachtleben Corp would have incurred for such period computed
  as if Sachtleben Corp filed a Tax return for such period on a separate
  company basis, and Rockwood shall otherwise be responsible and shall
  indemnify and hold harmless JV US from any Taxes imposed on the consolidated,
  combined or unitary group.

  
	
   

  	
   

  
	
  12.3.6

  	
  Indemnification or compensation under this section 12 shall be
  excluded with respect to (i) any Tax if and to the extent such Tax can
  be recovered by the Transferred Company under a claim against any other party
  (e.g. claims for reimbursement of VAT against customers, wage tax against
  employees, withholding Tax or claims for compensation or indemnification
  against third parties under contractual arrangements) within three months and
  (ii) any VAT and VAT equivalent indebtedness due to a VAT-group
  including interest and penalties relating thereto (in this section 12.3.6 “VAT”) if and to the extent the
  Transferred Company charged with increased VAT relating to the
  Pre-Effective-Date Period will benefit from correspondingly reduced VAT in
  the period thereafter due to the attribution of taxable events to the
  Pre-Effective-Date Period (temporary differences).

  
	
   

  	
   

  
	
  12.3.7

  	
  If any claim may be made (i) for breach of Warranties or under
  an indemnity under sections 11, 13 or 14 and (ii) under this section 12
  such claim will first be made under Warranties or indemnities pursuant to
  sections 11, 13 or 14. If and to the extent the claim is satisfied under the
  Warranties or indemnities under sections 11, 13 or 14, the liability of a
  Warranting Party under this section 12 will be reduced accordingly. No
  claim of a Party under this section 12 may be indemnified or satisfied more
  than once in respect of the same Tax suffered.

  
	
   

  	
   

  
	
  12.3.8

  	
  In case of any findings, assessments, investigations (including any
  announcement of a Tax audit) or other administrative procedures of the taxing
  authorities or legal procedures which may have an effect on any amount
  payable by the Parties under this section 12 or on any other legal grounds
  (including but not limited to Tax imposed or to be imposed on the Parties due
  to a Tax group or fiscal unity), section 15 shall apply (with the
  indemnifying party being treated as the Warranting Party for purposes of
  section 15).

  
	
   

  	
   

  
	
  12.4

  	
  Sections 10.1, 10.3 and 10.4 and sections 11.1 (except for its
  definitions), 11.2, 11.4.1, 11.4.2 and 11.6 shall not apply to this section
  12.

  
	
   

  	
   

  
	
  13.

  	
  ENVIRONMENTAL WARRANTIES AND REMEDIES

  
	
   

  	
   

  
	
  13.1

  	
  For the
  purpose of this Agreement,

  
	
   

  	
   

  
	
   

  	
  “Environmental Contamination”
  means any pollutants (including, for the avoidance of doubt, copperas),
  contaminants or other dangerous substances as defined in Article 2 para
  2 of European Community Council Directive 67/548/EEC, as amended through the
  Closing 

  



 


52

















 


	
   

  	
  Date, or any other substance, material or waste that is regulated
  under any Environmental Law that exist in the air, soil, soil gas, leakage,
  ground- or surface water, sea water or sea bed deposits, in or on buildings,
  technical facilities, other man-made structures, improvements, machinery or equipment
  or parts thereof, as well as waste or decommissioned sub-surface technical
  installations or parts thereof that are relevant pursuant to any
  Environmental Law applicable to the Former Sites and the Properties;

  
	
   

  	
   

  
	
   

  	
  “Environmental
  Laws” shall mean the relevant supranational, federal or state
  Laws, statutes, directives, ordinances, rules, decisions, technical
  directives, regulations, land-use planning or zoning regulations applicable
  in (i) the EU or any of its member states or (ii) the USA or any of
  its states, counties, cities or other political subdivisions applicable to
  the Transferred Company and relating to Environmental Matters as well as
  Landfills which are in force on the date of this Agreement (and not, for the
  avoidance of doubt any Environmental Laws that subsequently come into force
  and become effective);

  
	
   

  	
   

  
	
   

  	
  “Environmental
  Matters” shall mean all matters relating to the protection and
  preservation of the environment, including the soil, land surface, the air,
  ground and surface waters, sea water and sea bed deposits, and human life,
  health, living and working environment as well as plant and animal life, as
  well as matters relating to the emission of gas, dust, steam, solid objects,
  liquids, noise, odor or magnetic, electric, nuclear or other radiation into
  the neighborhood of facilities operated by the Transferred Company; and

  
	
   

  	
   

  
	
   

  	
  “Landfills”
  shall mean a site for the disposal of waste materials;

  
	
   

  	
   

  
	
   

  	
  “Closed
  Landfills” are Landfills that have been closed, or where closure
  procedures have been initiated, or that are in the after-care phase, in all
  cases within the meaning of Art. 13 of Council Directive 1999/31/EC; and

  
	
   

  	
   

  
	
   

  	
  “Pori
  Landfill” shall mean the Landfills at Pori for (i) copperas
  and filter salts/cakes and (ii) ilmenite mud residue.

  
	
   

  	
   

  
	
  13.2

  	
  The
  Transferred Company holds all material environmental permits, licenses and
  approvals of the relevant authorities and agencies that are required for the
  conduct of the Business as it is presently conducted and the consummation of
  the Transaction will not result in the cancellation, suspension, limitation
  or other change to any such permits, licenses or approvals, except where such
  cancellation, suspension, limitation or other change would not have a
  material adverse impact on the Business.

  
	
   

  	
   

  
	
  13.3

  	
  The Business
  has not received written notice of any material violation of any applicable
  Environmental Law binding upon it that has not been substantially corrected,
  except for 

  



 


53

















 


	
   

  	
  violations
  that could not reasonably be expected to have a material adverse effect on
  the Business.

  
	
   

  	
   

  
	
  13.4

  	
  The Business
  is in all material respects in compliance with all material applicable
  Environmental Laws, and no investigations, proceedings or enforcement actions
  of any kind have been instituted or are pending or threatened in writing
  against the Transferred Company or the Business with respect to any material
  breach of any Environmental Law.

  
	
   

  	
   

  
	
  13.5

  	
  The permit
  (LSY-2004-Y-393) issued by the Western Finland Environmental Permit Authority
  to Kemira TiO2, dated 31 December 2007, with respect to the
  operation of Kemira TiO2’s Pori site (the “Comprehensive
  Environmental Permit”) enables Kemira TiO2 to conduct its TiO2
  Business in a manner that is materially consistent with past practice and in
  accordance with Kemira TiO2’s business plans for its TiO2 Business which
  includes capital expenditures for the treatment of co-products. The
  Comprehensive Environmental Permit is valid and enforceable and does not
  contain any terms and conditions that unreasonably restrict the operations of
  Kemira TiO2. Kemira TiO2 is not and has not been in default of any of the
  conditions of the Comprehensive Environmental Permit. There are, to Kemira’s
  best knowledge, no events, circumstances or facts currently in existence
  based upon which the Comprehensive Environmental Permit can be withdrawn,
  revoked or cancelled or upon which it will expire without renewal.

  
	
   

  	
   

  
	
  13.6

  	
  The Audited
  Annual Accounts include, in accordance with the Accounting Principles applied
  on the relevant Audited Annual Accounts, specific reservations for all claims
  and costs relating to Environmental Matters, in particular claims relating to
  the investigation, monitoring, containment, remediation or disposal of
  environmental damage (collectively the “Environmental
  Liabilities”).

  
	
   

  	
   

  
	
  13.7

  	
  The Business
  has initiated, from the point of view of a prudent business person, measures
  to comply with all requirements on the implementation under Regulation
  No. 1907/2006 of the European Parliament and of the Council concerning
  the Registration, Evaluation, and Authorisation of Chemicals (REACH), dated
  18 December 2006, as amended as of the date of this Agreement.

  
	
   

  	
   

  
	
  13.8

  	
  There is no
  Environmental Contamination on any site (other than a Closed Landfill)
  formerly used for or by any business operations (including sites that have
  been sold to third parties) of the Transferred Company, but no longer owned
  or used by the Transferred Company as of the date of this Agreement (the “Former Sites”), or on or adjacent to the
  Owned Properties or the Used Properties that would enable the relevant
  authorities to request that the Business remedy, investigate, secure or
  minimize the Environmental Contamination according to applicable
  Environmental Laws.

  



 


54

















 


	
  13.9

  	
  There is
  sufficient capacity available for the permitted disposal of any sewage, waste
  and emissions (except for the disposal of Copperas, filter cake and ilmenite
  residue). The Transferred Companies do not own or store (outside the Closed
  Kemira Landfills) Copperas in excess of 100,000 metric tons.

  
	
   

  	
   

  
	
  13.10

  	
  Remedies

  
	
   

  	
   

  
	
  13.10.1

  	
  In the event one or more of the Warranties given under this
  section 13 are incorrect and/or incomplete, the Breaching Party shall
  indemnify and hold harmless the JV Group Companies against any and all
  Environmental Liabilities relating to, resulting from or arising from such
  incorrect and/or incomplete Warranty under this section 13. Where an
  Environmental Liability results in the imposition of a duty to act, the
  Breaching Party shall, at the election of the Affected Party, either properly
  perform such act or reimburse the JV Group Companies, as applicable, for the
  external and internal costs incurred in connection with complying with such
  duty to act, including, but not limited to, the reasonable costs associated
  with the interruption of business operations necessary to satisfy such duty
  to act and similar costs, such costs specifically excluding the items listed
  in section 11.2 (a) trough (d). Where an Environmental Liability results
  in a payment obligation, the Breaching Party shall, at the election of the
  Affected Party, pay the JV Group Companies, as applicable, or the relevant
  authority once such payment obligation comes due.

  
	
   

  	
   

  
	
  13.10.2

  	
  The Affected Party can only claim indemnification under this
  section 13 if and to the extent the Environmental Liabilities have been
  incurred by the Affected Party or one or more of the JV Group Companies and
  provided that the Affected Party or the JV Group Companies, as applicable, is
  required to carry out the relevant measures either:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  pursuant to
  an unappealable enforceable decision of a competent authority or an
  Environmental Law; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  pursuant to
  a final and enforceable court judgment, which is not subject to any appeal,
  resulting from a third-party claim or a claim of a competent authority; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  pursuant to a settlement between one of the Parties and a competent
  authority that has been entered into with the prior consent of the Breaching
  Party and avoids a decision described in (a) that could otherwise have
  been legally rendered; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  to prevent or mitigate criminal prosecution (including administrative
  offence proceedings); or

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  because prompt remediation is required pursuant to any Environmental
  Laws due to an imminent material danger; or

  



 


55

















 


	
   

  	
  (f)

  	
  insofar as the Breaching Party consented to it.

  
	
   

  	
   

  
	
   

  	
  In each (a) to (e), the Affected Party shall be entitled to
  carry out only such measures which are compulsory in order to (i) in
  cases (a) to (c) fulfill the legal obligations under the respective
  document and (ii) in cases (d) and (e) avoid the scenario
  described therein. Neither Party shall be entitled to carry out any proactive
  measures prior to the occurrence of (a) through (f), which shall in
  particular include any form of exploration measures (Erkundungsmaßnahmen).

  
	
   

  	
   

  
	
  13.10.3

  	
  If a JV Group Company becomes aware of any facts that are reasonably
  likely to give rise to an indemnification claim under section 13.10,
  such JV Group Company shall notify the Breaching Party thereof in writing
  without undue delay and, to the extent then feasible, set forth the estimated
  amount of such claim, provided that the failure to so notify or a delay in so
  notifying the Breaching Party as provided in this sentence will not relieve
  the Breaching Party from any liability or obligations which it may have
  pursuant to section 13.10.

  
	
   

  	
   

  
	
  13.10.4

  	
  All claims arising pursuant to this section 13 shall be
  time-barred from the fifth anniversary of the Closing Date, provided,
  however, that to the extent any claim pursuant to this section 13 was
  notified in writing to the Breaching Party in accordance with this
  section 13 and is still pending on the fifth anniversary of the Closing
  Date, as applicable, such claim shall continue to be subject to the
  provisions of this section 13 until such claim is finally resolved.

  
	
   

  	
   

  
	
  13.10.5

  	
  Section 10.3 and sections 11.1 (except for its definitions),
  11.5 and 11.6 shall not apply to this section 13. For the avoidance of doubt
  it is hereby set forth that section 11.4 shall apply.

  
	
   

  	
   

  
	
  14.

  	
  FURTHER INDEMNITIES
  AND CARVE-OUT OF CLOSED LANDFILLS

  
	
   

  	
   

  
	
  14.1

  	
  Carve-Out of
  Closed Landfills

  
	
   

  	
   

  
	
  14.1.1

  	
  Sachtleben currently owns the Landfills “Halde I”,
  “Halde IV” and a solid material waste disposal site (Feststoffdeponie, including former
  sludge lagoons) which will be closed in July 2009 , as described in an
  indicative manner in Annex 14.1.1-1
  (the “Sachtleben Closed Landfills”)
  and Kemira TiO2 currently owns the Pori Landfill, as described in an
  indicative manner in Annex 14.1.1-2
  (the “Kemira Closed Landfills”).
  The Parties have agreed to carve out the Sachtleben Closed Landfills and the
  Kemira Closed Landfills from the JV Group Companies and treat the respective
  JV Group Companies as if the Sachtleben Closed Landfills and the Kemira
  Closed Landfills had never been part of the JV Group Companies.

  
	
   

  	
   

  
	
  14.1.2

  	
  Sachtleben will, subject to the condition precedent (aufschiebende Bedingung) of the
  execution by the relevant Parties of the Closing Memorandum at Closing,
  transfer the

  



 


56

















 


	
   

  	
  Sachtleben Closed Landfills to Rockwood Germany or one of its
  Affiliates under the terms and conditions of a separate sale and purchase
  agreement between Sachtleben and Rockwood Germany or one of its Affiliates
  incorporating the key terms set out in Annex 14.1.2
  and Kemira TiO2 will, subject to the condition precedent (aufschiebende Bedingung) of the
  execution by the relevant Parties of the Closing Memorandum at Closing,
  transfer the Kemira Closed Landfills to Kemira or one of its Affiliates under
  the terms and conditions of a separate sale and purchase agreement between
  Kemira TiO2 and Kemira or one of its Affiliates incorporating the key terms
  set out in Annex 14.1.2 in
  each case without payment of additional remuneration or assumption of
  liability except as explicitly permitted by this Agreement. The Parties will
  use commercially reasonable efforts to effect the transfer of the Sachtleben
  Closed Landfills and the Kemira Closed Landfills as soon as reasonably
  practicable after the Closing Date. Any cost associated with the transfer of
  the Sachtleben Closed Landfills and/or Kemira Closed Landfills shall be borne
  by Rockwood Germany or its respective Affiliates and Kemira or its respective
  Affiliates, respectively. To the extent required as a pre-condition to
  transfer pursuant to this section 14.1.2, Rockwood Germany or its
  respective Affiliates and Kemira or its respective Affiliates shall obtain
  their own permit with regard to the Sachtleben Closed Landfills and the
  Kemira Closed Landfills, respectively, and notify the competent authorities
  of the Sachtleben Closed Landfill and the Kemira Closed Landfill of the
  indemnities under this Agreement immediately after the Closing Date and of
  the respective transfer immediately after such transfer having taken effect.

  
	
   

  	
   

  
	
  14.1.3

  	
  Rockwood Germany will indemnify and hold harmless Sachtleben against
  any liability of Sachtleben in connection with the Sachtleben Closed
  Landfills and Kemira will indemnify and hold harmless Kemira TiO2 against any
  liability of Kemira TiO2 in connection with the Kemira Landfills (e.g.
  covering, maintenance, structural damages, damages to the cover of the
  Landfill, leakages), in each case including liabilities relating to the time
  before the Closing Date. JV Group Companies shall reimburse (i) Rockwood
  Germany up to an amount of EUR 1,648,000 (allocated as follows:
  Halde I: EUR 0 (zero); Halde IV: EUR 390,000
  and Feststoffdeponie:
  EUR 1,258,000) and (ii) Kemira up to an amount of
  EUR 7,789,000, for indemnifying and holding harmless Sachtleben and
  Kemira TiO2, as the case may be, under this section 14.1.3.

  
	
   

  	
   

  
	
  14.1.4

  	
  Kemira TiO2 on behalf of Kemira and Sachtleben on behalf of Rockwood
  Germany (or their respective Affiliates) shall continue to provide ongoing
  maintenance and monitoring services for the Closed Landfills in the same
  manner and to the same extent as had been conducted in the twelve months
  prior to the Closing Date, excluding for the avoidance of doubt any such
  additional or enhanced measures required by an authority or caused by a
  deterioration of the environmental condition of the Closed Landfill and any
  remediation 

  



 


57

















 


	
   

  	
  measures. Kemira TiO2 shall in particular continue to
  (i) collect and monitor the water from the Kemira Closed Landfills, and
  (ii) treat the water pumped from the Kemira Closed Landfills at its own
  costs as further described in Annex 14.1.4.
  For the avoidance of doubt, Sachtleben shall provide services for the
  so-called aftercare phase (ground-water monitoring, maintenance and
  inspection) related to all dump sites, excluding “Halde III/2”, after
  2009, which are reflected in the Sachtleben reserve amounting to
  EUR 282,000.

  
	
   

  	
   

  
	
  14.1.5

  	
  Without prejudice to any rights under this section 14.1, Kemira
  TiO2 may continue to use the Kemira Closed Landfills for the deposit of
  filter cake from its own production until the end of 2008 pursuant to the
  existing permit.

  
	
   

  	
   

  
	
  14.1.6

  	
  Kemira TiO2 provided the Western Finland Environmental Permit
  Authority with a bank guarantee of EUR 7,200,000.00 as security for
  Kemira TiO2’s obligations in relation to the Kemira Closed Landfills. Kemira
  shall procure a replacement of such bank guarantee as soon as practicable.

  
	
   

  	
   

  
	
  14.2

  	
  Other
  Indemnities

  
	
   

  	
   

  
	
  14.2.1

  	
  Kemira with
  regard to the carve-out of a 50 per cent participation previously held by
  Kemira TiO2 in Kemira Chile Commercial Limitada and Rockwood Germany with
  regard to the Water Carve-Out shall indemnify and hold harmless the JV Group
  Companies from all claims, costs, damages, liabilities and expenses relating
  thereto, including any Tax liability.

  
	
   

  	
   

  
	
  14.2.2

  	
  Kemira and
  Rockwood Germany, each with respect to its TiO2 Pigments Business, shall
  indemnify and hold harmless the JV Group Companies against all claims, costs,
  damages, liabilities and expenses due to the breach of any antitrust Laws,
  including European, Finnish, German or United States antitrust Laws, and any
  investigations by a competent competition authority, including but not
  limited to, the European Commission, the Finnish Competition Authority (Kilpailuvirasto), the Federal Cartel
  Office (Bundeskartellamt), the
  Antitrust Division of the United States Department of Justice or the United
  States Federal Trade Commission. If any antitrust Laws are breached before
  the Closing Date and such breach continues after the Closing Date, the claim
  for indemnification shall be limited pro
  rata temporis.

  
	
   

  	
   

  
	
  14.2.3

  	
  Kemira and
  Rockwood Germany, each with respect to its TiO2 Pigments Business, shall
  indemnify and hold harmless the JV Group Companies against all product
  liability claims by third parties relating to products sold before the
  Closing Date.

  
	
   

  	
   

  
	
  14.2.4

  	
  Rockwood
  Germany shall indemnify and hold harmless Sachtleben against all costs and
  damages in excess of EUR 1,616,000 with regard to the recultivation
  obligation associated with “Essenberger Bruch”.

  



 


58
















 


	
  14.2.5

  	
  Kemira shall indemnify and hold harmless Kemira TiO2 against the
  potential claim associated with the divestment of Kemira’s titanium dioxide
  in the Netherlands to Tronox (Kerr-McGee) in 2000, as specified in
  Annex 9.14.

  
	
   

  	
   

  
	
  14.2.6

  	
  Rockwood Germany with regard to JV Europe and Finnish HoldCo, and
  Rockwood with regard to JV US, shall indemnify and hold harmless Kemira
  against

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  all
  liabilities incurred by JV Europe, Finnish HoldCo or JV US before the Closing
  Date; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  all
  liabilities arising from JV Europe, Finnish HoldCo or JV US incurring any
  liability before the Closing Date,

  
	
   

  	
   

  
	
   

  	
  other than related to JV Europe’s incorporation, any transfer of the
  shares in JV Europe to Rockwood Germany or in connection with the transaction
  contemplated by this Agreement, the JV Agreement or the Master Agreement.

  
	
   

  	
   

  
	
  14.3

  	
  In the event of an indemnification pursuant to this section 14,
  the indemnifying Party must compensate the JV Group Companies on a Euro by
  Euro basis or on a US Dollar for US Dollar basis, as applicable, without any
  thresholds. Sections 11.3 and 11.5, shall apply to any claim for
  indemnification under this section 13.1.

  
	
   

  	
   

  
	
  15.

  	
  THIRD-PARTY CLAIMS

  
	
   

  	
   

  
	
  15.1

  	
  After receiving written notice of any third-party claim (including
  any governmental authority) that may trigger a claim by a JV Group Company
  against the Warranting Party for indemnification pursuant to sections 11,
  12.3, 13.10 or 14 (each a “Third Party
  Claim”), such JV Group Company shall as soon as reasonably
  feasible give written notice thereof to the Warranting Party, provided that
  the failure to so notify or a delay in so notifying the Warranting Party as
  provided in this section 15.1 will not relieve the Warranting Party from any
  liability or obligations that it may have pursuant to this Agreement, except
  to the extent such Warranting Party shall actually have been materially
  prejudiced by such failure or delay. Such notice shall specify in reasonable
  detail the basis for such Third Party Claim and, to the extent feasible, set forth
  the estimated amount of such Third Party Claim, and shall include a copy of
  any relevant correspondence so far exchanged regarding such matter. If
  without undue delay after having received such notice from a JV Group
  Company, the Warranting Party sends a written notice to such JV Group Company
  in which the Warranting Party finally and bindingly accepts its liability as
  to the Third Party Claim (and specifies the limitations of liability under
  this Agreement, if any, to which such acceptance is limited), the Warranting
  Party shall be entitled to assume control of the defense of such Third Party
  Claim employing its own counsel at its sole risk, cost and expense, including
  all

  



 


59

















 


	
   

  	
  related fees and costs of defense (Rechtsverfolgungskosten)
  (e.g. due to courts, witnesses, experts and including the JV Group Company’s
  out of pocket expenses).

  
	
   

  	
   

  
	
  15.2

  	
  As long as the Warranting Party is defending a Third Party Claim, the
  relevant JV Group Company shall provide or cause to be provided to the
  Warranting Party information reasonably requested by the Warranting Party
  relating to such Third Party Claim and the JV Group Company shall otherwise
  cooperate with the Warranting Party and its representatives in good faith in
  order to effectively contest such Third Party Claim. If such JV Group Company
  does not fulfill their aforementioned obligations to provide information and
  to otherwise cooperate with the Warranting Party in contesting a Third Party
  Claim, such JV Group Company shall be estopped from asserting a claim for
  indemnification to the extent such claim is based on the Third Party Claim,
  but only if and to the extent such failure prejudiced the Warranting Party’s
  ability to mitigate the Third Party Claim. The Warranting Party shall inform
  the relevant JV Group Company of all developments and events relating to such
  claim and such JV Group Company shall be entitled, at its own expense, to
  employ its own counsel and to attend, but not to actively participate in or
  to control, all conferences, meetings and proceedings relating to any such
  Third Party Claim. The Warranting Party shall conduct such proceedings in
  good faith using reasonable endeavors to take the respective interests of
  each JV Group Company into account. The relevant JV Group Companies shall
  fully cooperate with the Warranting Party in the defense of any Third Party
  Claim, provide the Warranting Party’s representatives access, during normal
  business hours, to all relevant business records and documents and permit the
  Warranting Party and its representatives to consult with the directors,
  employees and representatives of the relevant JV Group Company. If, however,
  the respective interests of the JV Group Companies, in their reasonable
  judgment, conflict with those of the Warranting Party, each JV Group Company
  shall have the right to assume control of the defense at the Warranting
  Party’s expense. Such conflict shall always be deemed to exist if, as a
  result of the applicable limitations of liability (including de minimis and caps under sections
  11.4.1 and 11.4.2), the Warranting Party will have to bear a liability of
  75 per cent or less (or when assuming control of the defense has
  declared that limitations of liability that would, in its opinion, lead to
  such limitation apply).

  
	
   

  	
   

  
	
  15.3

  	
  If the Warranting Party does not assume control of the defense of a
  specific Third Party Claim, the JV Group Companies shall have full control of
  such defense and such proceedings and may in their sole discretion contest such
  Third Party Claim at the Warranting Party’s expense. If requested by the JV
  Group Companies, the Warranting Party shall cooperate in good faith with such
  JV Group Companies in order to effectively contest such Third Party Claim at
  the Warranting Party’s sole risk, cost and expense, including all related
  fees and costs of the defense (Rechtsverfolgungskosten)
  (e.g. due to courts,

  



 


60

















 


	
   

  	
  witnesses, experts and including each JV Group Company’s out of
  pocket expenses). The Warranting Party shall be entitled, at its own expense,
  to employ its own counsel and to attend, but not actively participate in or
  to control all conferences, meetings and proceedings relating to such Third
  Party Claim. In no event shall the JV Group Companies be entitled to
  acknowledge or settle such Third Party Claim, or permit any acknowledgement
  or settlement of such Third Party Claim without the Warranting Party’s prior
  written consent, which consent shall not to be unreasonably withheld.

  
	
   

  	
   

  
	
  16.

  	
  LOCKED-BOX CONCEPT

  
	
   

  	
   

  
	
  16.1

  	
  If and to the extent (i) any of the JV Group Companies or
  (ii) the Parties with respect to any of the JV Group Companies

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  either

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  breached or
  permitted to breach any of the covenants set out in Section 10.1.1 of
  the Master Agreement (the “Covenants”)
  in the time period from the date of this Agreement and until and including
  the Closing Date; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  have done
  anything or permitted anything during the time period between the Effective
  Date and until and including the date of this Agreement that would have
  constituted a breach of the Covenants, had the Covenant already been
  applicable during this time period;

  
	
   

  	
   

  
	
   

  	
  (each such
  action, a “Breach of the No Leakage
  Provisions”),

  
	
   

  	
   

  
	
   

  	
  (b)

  	
  unless

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  the relevant
  Breach of the No Leakage Provisions simultaneously leads to a monetary gain
  by another JV Group Company; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  the relevant
  Breach of the No Leakage Provisions has been anticipated and the EBITDA and
  consolidated net debt effect resulting from such Breach of the No Leakage
  Provisions is correctly reflected in the valuation pursuant to the Financial
  Information and Valuation; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  only in the case of a Breach of the No Leakage Provisions pursuant to
  section (a)(i), a specific accruals (Rückstellungen)
  has been included in the Annual Audited Accounts to cover such Breach of the
  No Leakage Provisions; or

  



 


61

















 


	
   

  	
   

  	
  (iv)

  	
  the Breach of the No Leakage Provisions has already been remedied by
  payments that have been made under the Warranties;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  then

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i) Rockwood
  Germany in case of a Breach of the No Leakage Provisions by Rockwood Germany,
  its Affiliates, JV Europe, Finnish HoldCo, Sachtleben or any of Sachtleben’s
  Affiliates, (ii) Rockwood in case of a Breach of the No Leakage
  Provisions by Rockwood, JV US, Sachtleben Corp or any of Sachtleben Corp’s
  subsidiaries; and (iii) Kemira in case of a Breach of the No Leakage
  Provisions by Kemira TiO2, Kemira Inc., Maybrook, or any of their respective
  subsidiaries shall pay to JV Europe or JV US, as applicable, damages in the
  amount needed to remedy the relevant Breach of the No Leakage Provisions,
  provided that for purposes of this section 16.1 the amount of damages to
  be paid shall be determined in accordance with section 249 et seq. of
  the German Civil Code (BGB).

  
	
   

  	
   

  	
   

  	
   

  
	
  16.2

  	
  For the
  avoidance of doubt, the limitations set out in sections 11 through 13
  shall not apply to such compensation obligations.

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  TRANSFER OF EMPLOYEES

  
	
   

  	
   

  	
   

  	
   

  
	
  17.1

  	
  With effect
  as of the Closing Date,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  the
  employment relationships belonging to the Oberhausen Business Unit, which are
  listed in Annex 17.1(a) (the
  “Oberhausen  Transferred Employees”), shall pass to JV
  Europe with all rights and duties pursuant to section 613a of the German
  Civil Code (BGB) as further set
  out in section 17.3;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  the services
  of the employees belonging to the sales network of Kemira’s TiO2 Pigments
  Business, which are listed in Annex 17.1(b) (the
  “Sales Network Employees”),
  shall be provided to the JV Group Companies pursuant to section 17.9 below.

  
	
   

  	
   

  	
   

  
	
  17.2

  	
  The
  employees of the JV Group Companies including the Oberhausen Transferred
  Employees, but excluding the Sales Network Employees, shall continue their employment
  relationships with the respective JV Group Company, (the employees of the JV
  Group Companies and the Oberhausen Transferred Employees and the Sales
  Network Employees together the “Transferred
  Employees”).

  
	
   

  	
   

  
	
  17.3

  	
  If one or more of the Oberhausen Transferred Employees effectively
  object to the transfer of his or her employment relationship, JV Europe shall
  indemnify and reimburse Kemira Germany for all costs and expenses in relation
  to these employees, in particular costs and 

  



 


62

















 


	
   

  	
  expenses resulting from the objection against the transfer of the
  employment relationship, including, but not limited to, the costs of
  employment, termination of the employment relationship and related costs and
  legal expenses, but limited to the costs incurred until in respect of each
  Oberhausen Transferred Employee such date upon which the statutory or
  contractual notice period ends had a termination notice been given
  immediately after the objection was received. Kemira Germany will endeavor to
  terminate such employment contracts at the earliest possible date or to
  conclude termination agreements.

  
	
   

  	
   

  
	
  17.4

  	
  If, contrary to the expectations of the Parties, the employment
  relationships of individual Oberhausen Transferred Employees do not pass to
  JV Europe by operation of law (but for reasons other than an objection or by
  an employee giving notice), JV Europe is entitled but not obliged to take
  over such employment relationships on an individual contractual basis.

  
	
   

  	
   

  
	
  17.5

  	
  If
  additional employment relationships transfer to the JV Group Companies, in
  addition to the employment relationships of the Transferred Employees,
  pursuant to Law, Rockwood and Kemira (as applicable) shall bear all of the
  costs and expenses resulting from such transfer, including, but not limited
  to, the costs of terminating the employment contracts with such employees and
  related costs and legal expenses. The respective JV Group Company will
  endeavor to terminate such employment contracts at the earliest possible date
  or to conclude termination agreements.

  
	
   

  	
   

  
	
  17.6

  	
  Any obligations (including vested obligations under pension schemes,
  accrued holiday entitlement, bonuses, stock option plans, old age part-time
  arrangements), relating to periods before the Effective Date in respect of
  Transferred Employees shall as between Rockwood Germany and Rockwood on the
  one hand and Kemira on the other hand be borne and indemnified against by
  Rockwood Germany (in respect of JV Europe and its non-US Affiliates),
  Rockwood (in respect of Sachtleben Corp) and Kemira (in respect of Kemira
  TiO2 and Kemira Inc. and their respective Affiliates), except to the extent
  such obligation is already explicitly mentioned and reflected in the
  Financial Information and Valuation. For obligations that fell due between
  the Effective Date and the Closing Date, the JV Group Companies (JV Europe in
  the case of the Oberhausen Transferred Employees and the relevant JV Europe
  Group company for the Sales Network Employees) shall bear, and indemnify against,
  such obligations except as otherwise set out in this Agreement and the Master
  Agreement, including this section 17, the Warranties and section 16. The
  value of holiday claims of any Transferred Employees in Germany shall be
  calculated in accordance with section 7 para 4 of the Federal
  Holiday Act (Bundesurlaubsgesetz)
  and settled pro rata temporis for
  periods  before and from the
  Closing Date.

  



 


63

















 


	
  17.7

  	
  Notifications to Transferred Employees:

  
	
   

  	
   

  
	
  17.7.1

  	
  The JV Group
  Companies shall jointly prepare all necessary notifications to the
  Transferred Employees regarding the transfer of the Kemira TiO2 Shares and
  the Kemira Oberhausen Assets.

  
	
   

  	
   

  
	
  17.7.2

  	
  The Parties shall inform the Oberhausen Transferred Employees in
  Germany about the transfer of the business pursuant to section 613a para
  5 of the German Civil Code (BGB)
  with the letter attached as a draft in Annex 17.7.2
  within 10 Business Days after the date of this Agreement and the conduct
  of the general assembly of employees pursuant to section 17.7.1. The
  facts and plans relating to the Transferred Employees that are notified in
  this letter are correct and complete from today’s point of view. Following
  the expiry of the time-limit for declaration of an objection by the employees
  of the Oberhausen Business Unit pursuant to section 613a para 6 of
  the German Civil Code (BGB)
  with regard to the German Transferred Employees and such other statutory Law
  applicable on other Transferred Employees, the Parties shall inform each
  other without undue delay (unverzüglich)
  about any employees who have objected to the transfer of their employment
  relationship. The Parties shall refrain from acts that could be reasonably
  likely to cause the Transferred Employees to object to the transfer of their
  employment relationships, except to the extent that such acts are
  contemplated by this Agreement.

  
	
   

  	
   

  
	
  17.7.3

  	
  Within 15 days after the date of this Agreement, Kemira and/or
  Kemira Germany, as applicable, shall call a general assembly of employees of
  the Oberhausen Business Unit and give JV Europe the opportunity to inform the
  Transferred Employees about the change of employer.

  
	
   

  	
   

  
	
  17.8

  	
  JV Europe shall bear the remuneration for employees’ invention
  pursuant to sections 9 and 10 of the German Employees’ Invention
  Act (Arbeitnehmererfindungsgesetz)
  payable for the employees’ inventions made by the Oberhausen Transferred
  Employees (whether or not actually transferred) or former employees of the
  Oberhausen technology center, to the extent that (i) after the Effective
  Date these are used and taken advantage of by JV Europe or its direct or
  indirect subsidiaries and (ii) such IP Right or Know-How has been
  transferred to JV Europe, provided that Kemira Germany shall pay all such
  remunerations relating to the time period before the Effective Date.

  
	
   

  	
   

  
	
  17.9

  	
  Effective as
  of the Closing Date, Kemira and its Affiliates provide to the JV Group
  Companies sales services in Italy, Spain, France, Singapore, and Chile
  through their sales network for the duration of one year commencing with the
  Closing Date, to the extent such Sales Network Employees continue to be
  employed with Kemira and its Affiliates and provided further that Kemira
  shall not terminate the employment relationships with an effect

  



 


64
















 


	
   

  	
  prior to
  such one-year period other than for cause. The JV Group Companies shall
  indemnify and reimburse Kemira and its Affiliates for all reasonable costs
  and expenses in relation to these sales employees, in particular for all
  contractual payments, incurred by Kemira and/or its respective Affiliate
  during such one-year period commencing with the Closing Date. Kemira shall
  support JV Group Companies if they wish to offer employment to any of these
  sales employees (including e.g. shortening contractual notice period).

  
	
   

  	
   

  
	
  17.10

  	
  Except as otherwise provided in the US Transition Services Agreement
  (as defined in section 17.11), effective as of the Closing Date, (i) all
  employees of the US Companies who continue employment with JV US (“US Transferred Employees”) shall cease
  active participation in the US Benefit Plans, (ii) JV US shall establish
  certain benefit plans (“JV US Benefit Plans”)
  for the benefit of the US Transferred Employees as determined by JV US, and
  (iii) the US Transferred Employees shall commence participation in JV US
  Benefit Plans in accordance with the terms of such plans.

  
	
   

  	
   

  
	
  17.11

  	
  On the Closing Date and at the request of JV US, JV US and the US
  Companies shall enter into a transition services agreement in the form
  attached here as Annex 17.11 (“US Transition Services Agreement”) to
  provide for the continuation of participation by the US Transferred Employees
  for a period of time not to exceed the end of the calendar year in which the
  Closing Date occurs in the applicable US Benefit Plans that provided health
  and welfare benefits to such US Transferred Employees immediately prior to
  the Closing Date.

  
	
   

  	
   

  
	
  17.12

  	
  US Transferred Employees shall be credited for their length of
  service with the applicable US Company for purposes of determining eligibility
  to participate in, satisfying any waiting period, and vesting under JV US
  Benefit Plans, to the extent they earned credit under comparable US Benefit
  Plans. Any preexisting condition clause in any of the health coverages
  (including medical and dental coverage) included in JV US Benefit Plans shall
  be waived for the US Transferred Employees. JV US shall ensure that each US
  Transferred Employee receives credit under any JV US Benefit Plan that is a
  welfare benefit plan for any deductibles or co-payments paid by such US
  Transferred Employee and his or her dependents for the calendar year in which
  the Closing Date occurs under the applicable US Benefit Plan.

  
	
   

  	
   

  
	
  17.13

  	
  JV US shall take all steps necessary to permit each US Transferred
  Employee who has received an eligible rollover distribution (as defined in
  Section 402(c)(4)) of the IRC) from a US Benefit Plan that is a defined
  contribution savings plan to roll over such eligible rollover distribution,
  including any associated loans, as part of any lump sum cash distribution
  into an account(s) under a 401(k) savings plan established and
  maintained by JV US.

  
	
   

  	
   

  
	
  17.14

  	
  After the Closing Date, Kemira TiO2 shall reimburse Kemira for
  payments made to Mr. Del Dotto

  



 


65

















 


	
   

  	
  under the earn-out arrangement originating from the Tri-K
  acquisition, provided, however, that such reimbursement shall be limited to
  payments made after 1 April 2008 and shall not exceed USD 1,000,000.00.
  The obligation to reimburse under this section 17.14 shall not be
  treated as an Intercompany Receivable within the meaning of the Master
  Agreement.

  
	
   

  	
   

  
	
  18.

  	
  TRADEMARKS
  AND COMPANY NAME “KEMIRA”

  
	
   

  	
   

  
	
  18.1

  	
  JV Europe,
  Finnish HoldCo, Kemira TiO2 and Kemira Inc. shall refrain from using the
  corporate name and the trademark “KEMIRA” and any derivative or abbreviation
  thereof (the “Kemira Trademarks”)
  that reasonably implies a connection between the Joint Venture Group
  Companies on the one hand and Kemira on the other hand immediately after the
  Closing Date.

  
	
   

  	
   

  
	
  18.2

  	
  The JV Group
  Companies shall, however, be allowed to:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  sell off products and packaging and use up labels bearing the Kemira
  Trademarks for a period of one (1) year after the Closing Date, provided
  that such products, packaging and labels are held in stock by Kemira TiO2 or
  Kemira Inc. or are part of the Kemira Oberhausen Assets as of the Closing
  Date; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  use up
  business paper and advertising materials bearing the Kemira Trademarks for a
  period of six (6) months after the Closing Date.

  
	
   

  	
   

  	
   

  
	
  18.3

  	
  Kemira TiO2 and Kemira Inc. shall change their company names within
  three (3) months after the Closing Date to new company names that do not
  contain the Kemira Trademarks or any other element that reasonably implies a
  connection between Kemira TiO2 and Kemira Inc. on the one hand and Kemira on
  the other hand. Kemira TiO2 and Kemira Inc. may, however, use a reference to
  their former character as an affiliate of Kemira (e.g. “former Kemira
  Pigments Business”) for a period of one year after the Closing Date.

  
	
   

  	
   

  
	
  19.

  	
  CONFIDENTIALITY

  
	
   

  	
   

  
	
  19.1

  	
  The Parties must keep
  secret the contents of this Agreement to the extent that no statutory
  disclosure obligations exist or the respective other Party has not consented
  to the disclosure. The Parties must also keep secret any information they
  have about each other and about the enterprises affiliated with the
  respective other Party as defined in section 15 of the German Stock
  Corporation Act (AktG), to the
  extent that such information is not known or available to the public, or the
  respective other Party has not consented to the disclosure of the
  information.

  



 


66

















 


	
  19.2

  	
  If any disclosure or announcement of confidential matters referred to
  in section 19.1 is required by Law or any governmental or
  quasi-governmental authority, such disclosure may be made by the Party that
  is required to make such disclosure after consultation with the other
  Parties, unless such consultation is not practically possible before a Party
  is required to make a disclosure.

  
	
   

  	
   

  
	
  19.3

  	
  Notwithstanding section 19.1, each Party may disclose the
  content of this Agreement to any of its Affiliates.

  
	
   

  	
   

  
	
  19.4

  	
  Any press release or similar disclosure of any Party concerning the
  Transaction shall require the prior consent of the other Parties except for
  press releases in the meaning of section 18.2.

  
	
   

  	
   

  
	
  20.

  	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  20.1

  	
  This Agreement, the Master Agreement and
  the JV Agreement including their annexes and the documents they refer to,
  contains the entire agreement of the Parties with respect to the subject
  matter hereof. Any supplements or amendments to or a termination of this
  Agreement, as well as any declarations to be made hereunder, shall be valid
  only if made in writing, or if required by Law, in due notarial form. This
  shall also apply to any change to, or cancellation of, this provision.

  
	
   

  	
   

  
	
  20.2

  	
  No Party may assign or otherwise transfer
  any rights or claims under or in connection with this Agreement to a third
  party without the prior written consent of the other Parties.

  
	
   

  	
   

  
	
  20.3

  	
  Unless otherwise explicitly provided for in this Agreement, 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.

  
	
   

  	
   

  
	
  20.4

  	
  This Agreement shall be governed
  exclusively by the Laws of the Federal Republic of Germany. The English
  language version shall be determinative (even if a translation is made),
  provided that where German or Finnish expressions are used in brackets, the
  German or Finnish expression, as the case may be, shall be determinative.

  
	
   

  	
   

  
	
  20.5

  	
  In this Agreement:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  any German
  or Finnish legal term for any action, remedy, method of judicial proceeding,
  legal document, legal status, court, official or any legal concept or thing
  shall, in respect of any jurisdiction other than Germany and Finland, as the
  case may be, be deemed to include what most closely approximates in that
  jurisdiction to the German or Finnish legal term and any reference to any
  German or Finnish statute

  



 


67

















 


	
   

  	
   

  	
  shall be construed so as to include equivalent or analogous Laws of
  any other jurisdiction;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  the headings shall not affect the interpretation of this Agreement;
  and

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  any capitalized terms used but not defined in this Agreement shall
  have the same meaning as ascribed to such terms in the Master Agreement and
  the JV Agreement, as the case may be.

  
	
   

  	
   

  	
   

  
	
  20.6

  	
  All disputes arising in connection with
  this Agreement or its validity shall be finally settled in accordance with
  Arbitration Rules of the International Chamber of Commerce without recourse to the ordinary courts of
  law. The place of arbitration with respect to any claims relating to, arising
  from or in connection with this Agreement shall be Frankfurt am Main,
  Germany. The Arbitral Tribunal shall consist of three arbitrators. The
  language of the arbitral proceedings shall be English.

  
	
   

  	
   

  
	
  20.7

  	
  Unless provided otherwise in this
  Agreement, all declarations (Willenserklärungen)  to be made or notices to be given by
  the Parties pursuant to this Agreement shall be in writing in English and
  delivered by hand, by courier, by facsimile or by e-mail in pdf-format (in
  the latter case only if such e-mail is followed by facsimile or mail
  confirmation within two weeks) to the person at the address set forth below,
  or such other address as may be designated by the respective Party to the
  other Party in the same manner:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  Notifications to Rockwood Holdings and Rockwood:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Rockwood Specialties Group, Inc.

  
	
   

  	
   

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

  
	
   

  	
   

  	
  100 Overlook
  Center

  
	
   

  	
   

  	
  Princeton NJ
  08540

  
	
   

  	
   

  	
  USA

  
	
   

  	
   

  	
  Facsimile:+1
  (609) 514-8722

  
	
   

  	
   

  	
  E-mail:
  TRiordan@rocksp.com

  



 


68

















 


	
   

  	
  (b)

  	
  Notifications to Rockwood Germany:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Rockwood
  Specialties Group GmbH

  
	
   

  	
   

  	
  Udo Pinger

  
	
   

  	
   

  	
  Königsberger Straße 1

  
	
   

  	
   

  	
  60487 Frankfurt am Main

  
	
   

  	
   

  	
  Germany

  
	
   

  	
   

  	
  Facsimile:+49 (69) 7165-5693

  
	
   

  	
   

  	
  E-mail: udo.pinger@rocksp.de

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Notifications to Sachtleben:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Sachtleben Chemie GmbH

  
	
   

  	
   

  	
  Prof. Dr. Wolf-Dieter
  Griebler

  
	
   

  	
   

  	
  Dr.-Rudolf-Sachtleben-Str. 4

  
	
   

  	
   

  	
  47198 Duisburg

  
	
   

  	
   

  	
  Germany

  
	
   

  	
   

  	
  Facsimile:+49 (2066) 22-3201

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Notifications to
  JV Europe and Finnish HoldCo:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Sachtleben Chemie GmbH

  
	
   

  	
   

  	
  Prof. Dr. Wolf-Dieter
  Griebler

  
	
   

  	
   

  	
  Dr.-Rudolf-Sachtleben-Str. 4

  
	
   

  	
   

  	
  47198 Duisburg

  
	
   

  	
   

  	
  Germany

  
	
   

  	
   

  	
  Facsimile:+49 (2066) 22-3201

  
	
   

  	
   

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

  
	
   

  	
   

  	
  each with a copy
  to Rockwood Germany and Kemira

  



 


69

















 


	
   

  	
  (e)

  	
  Notifications to JV US

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  White
  Pigments LLC

  
	
   

  	
   

  	
  c/o Rockwood
  Specialties Group, Inc.

  
	
   

  	
   

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

  
	
   

  	
   

  	
  100 Overlook Center

  
	
   

  	
   

  	
  Princeton NJ 08540

  
	
   

  	
   

  	
  USA

  
	
   

  	
   

  	
  Facsimile:+1 (609) 514-8722

  
	
   

  	
   

  	
  E-mail: TRiordan@rocksp.com

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  Notifications to Kemira, Kemira TiO2 and
  Kemira Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hannu
  Virolainen, President Kemira Speciality Business Area

  
	
   

  	
   

  	
  Kemira OYJ

  
	
   

  	
   

  	
  Porkkalankatu 3

  
	
   

  	
   

  	
  00180 Helsinki

  
	
   

  	
   

  	
  Finland

  
	
   

  	
   

  	
  Facsimile:+358
  - (0) 10 862 1068

  
	
   

  	
   

  	
  Email: hannu.virolainen@kemira.com

  
	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  Notifications to Kemira Germany

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hermann-Josef Frings, Managing Director

  
	
   

  	
   

  	
  Kemira Germany GmbH

  
	
   

  	
   

  	
  Marie-Curie-Straße 10

  
	
   

  	
   

  	
  51377 Leverkusen

  
	
   

  	
   

  	
  Germany

  
	
   

  	
   

  	
  Facsimile:+49 - (0) 214 20690-250

  
	
   

  	
   

  	
  Email: hermann-josef.frings@kemira.com

  



 


	
  21.

  	
  AUTHORIZED
  AGENT

  
	
   

  	
   

  
	
  21.1

  	
  Kemira and Kemira Germany hereby appoint
  the law firm of Gleiss Lutz Hootz Hirsch
  Partnerschaftsgesellschaft von Rechtsanwälten, Steuerberatern, Mendelssohnstraße 87, 60325 Frankfurt am Main,
  Germany, as their agent for service of process (Zustellungsbevollmächtigter) for all
  legal proceedings arising out of or in connection with this Agreement. This
  appointment shall only terminate upon the appointment of another agent for
  service of process domiciled in Germany, provided that the agent for service
  of 

  



 


70

















 


	
   

  	
  process is an attorney admitted to the German bar (in Deutschland zugelassener Rechtsanwalt)
  and his appointment has been notified to and approved in writing by Rockwood
  (which approval shall not be unreasonably withheld). Kemira and Kemira
  Germany shall upon the appointment of any new agent for service of process
  (as the case may be) issue to the agent a written power of attorney (Vollmachtsurkunde) and shall irrevocably
  instruct the agent to submit such deed in connection with any service of
  process under this Agreement. A certified copy of the power of attorney shall
  be submitted to Rockwood.

  
	
   

  	
   

  
	
  21.2

  	
  Rockwood, Rockwood Holdings and Rockwood Germany hereby appoint the law firm of Clifford Chance
  Partnerschaftsgesellschaft, Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany, as its agent for service of
  process (Zustellungsbevollmächtigter)
  for all legal proceedings arising out of or in connection with this
  Agreement. This appointment shall only terminate upon the appointment of
  another agent for service of process domiciled in Germany, provided that the
  agent for service of process is an attorney admitted to the German bar (in Deutschland zugelassener Rechtsanwalt)
  and his appointment has been notified to and approved in writing by Kemira
  (which approval shall not be unreasonably withheld). Rockwood and Rockwood
  Germany shall upon the appointment of any new agent for service of process
  (as the case may be) issue to the agent a written power of attorney (Vollmachtsurkunde) and shall irrevocably
  instruct the agent to submit such deed in connection with any service of
  process under this Agreement. A certified copy of the power of attorney shall
  be submitted to Kemira.

  
	
   

  	
   

  
	
  22.

  	
  SEVERABILITY

  
	
   

  	
   

  
	
   

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

  



 


71

















 


* * *


 


	
  Rockwood Holdings, Inc.

  	
   

  
	
   

  	
   

  
	
  BY: 

  	
  /s/ CLEMENS ALFRED ROLLMAN

  	
   

  
	
   

  	
  Clemens Alfred Rollman

  
	
  Rockwood Specialties Group, Inc.

  	
   

  
	
   

  	
   

  
	
  BY: 

  	
  /s/ CLEMENS ALFRED ROLLMAN

  	
   

  
	
   

  	
  Clemens Alfred Rollman

  
	
  Deukalion
  Einhundertvierundzwanzigste Vermögensverwaltungs GmbH

  
	
   

  	
   

  
	
  BY: 

  	
  /s/ CLEMENS
  ALFRED ROLLMAN

  	
   

  
	
   

  	
  Clemens Alfred Rollman

  
	
  White Pigments Holding Oy

  	
   

  
	
   

  	
   

  
	
  BY: 

  	
  /s/ CLEMENS ALFRED ROLLMAN

  	
   

  
	
   

  	
  Clemens Alfred Rollman

  
	
  White Pigments LLC

  	
   

  
	
   

  	
   

  
	
  BY: 

  	
  /s/ CLEMENS ALFRED ROLLMAN

  	
   

  
	
   

  	
  Clemens Alfred Rollman

  
	
  Kemira Oyj

  	
   

  
	
   

  	
   

  
	
  BY: 

  	
  /s/ VERENA HÜGEL

  	
   

  
	
   

  	
  Verena Hügel

  
	
  Kemira Pigments Oy

  	
   

  
	
   

  	
   

  
	
  BY: 

  	
  /s/ VERENA HÜGEL

  	
   

  
	
   

  	
  Verena Hügel

  
				



 


 


72

















 


	
  Kemira Germany GmbH

  	
   

  
	
   

  	
   

  
	
  BY: 

  	
  /s/ VERENA HÜGEL

  	
   

  
	
   

  	
  Verena Hügel

  
	
  Rockwood Specialties Group GmbH

  	
   

  
	
   

  	
   

  
	
  BY: 

  	
  /s/ LEIF U. SCHRADER

  	
   

  
	
   

  	
  Leif U. Schrader

  
	
  Sachtleben Chemie GmbH

  	
   

  
	
   

  	
   

  
	
  BY: 

  	
  /s/
  LORENZO MATTHAEI

  	
   

  
	
   

  	
  Lorenzo Matthaei

  
				



 


73