Exhibit 10.2


 


ROCKWOOD SPECIALTIES GROUP, INC.


 


AND


 


KEMIRA OYJ


 






 


SHAREHOLDERS’ AND JOINT VENTURE AGREEMENT 


REGARDING THE


TITANIUM DIOXIDE JOINT VENTURE


 






 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  Preamble

  	
  12

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Corporate Structure and statutes

  	
  13

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Special Resolutions

  	
  14

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Supervisory Board

  	
  19

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Advisory Board

  	
  20

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Advisory Board Meetings and Resolutions

  	
  21

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Managing Directors

  	
  23

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Management of the Joint Venture

  	
  24

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Affiliate Transactions

  	
  24

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Annual Accounts and Dividend Policy

  	
  24

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Information Rights

  	
  25

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Proportionate Shareholdings

  	
  27

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Disposal of Shares

  	
  28

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Trade Sale

  	
  28

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Initial Public Offering

  	
  32

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Transfers to Affiliates

  	
  39

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Pre-Emption Right

  	
  40

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Drag-Along Right

  	
  41

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Tag-Along Right

  	
  42

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Duration and Termination of the Company

  	
  43

  



 


2

















 


	
  21.

  	
  Deadlock Provision

  	
  43

  
	
   

  	
   

  	
   

  
	
  22.

  	
  Non-Compete

  	
  44

  
	
   

  	
   

  	
   

  
	
  23.

  	
  Joint and Several Liability

  	
  46

  
	
   

  	
   

  	
   

  
	
  24.

  	
  Confidentiality

  	
  46

  
	
   

  	
   

  	
   

  
	
  25.

  	
  Miscellaneous

  	
  47

  
	
   

  	
   

  	
   

  
	
  26.

  	
  Authorised Agent

  	
  51

  
	
   

  	
   

  	
   

  
	
  27.

  	
  Severability

  	
  51

  



 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 


3

















 


DEFINITIONS


 


In this Agreement


 


	
  “Advisory Board” and “Advisory Boards”

  	
  shall have the meaning given to it in section 5.1;

  
	
   

  	
   

  
	
  “Advisory Board By-laws”

  	
  shall have the meaning given to it in section 2.3(b);

  
	
   

  	
   

  
	
  “Affiliate”

  	
  shall have the meaning given to it in section 13.1(a);

  
	
   

  	
   

  
	
  “Affiliate Transaction”

  	
  shall have the meaning given to it in section 3.2(g);

  
	
   

  	
   

  
	
  “Agreement”

  	
  shall mean this agreement;

  
	
   

  	
   

  
	
  “Annual Budget”

  	
  shall have the meaning given to it in section 8;

  
	
   

  	
   

  
	
  “Articles of Association”

  	
  shall have the meaning given to it in section 2.3(a);

  
	
   

  	
   

  
	
  “Business Day” 

  	
  shall have the meaning given to it in section 11.2(a); 

  
	
   

  	
   

  
	
  “Closing”

  	
  shall have the meaning given to it in section 3.1;

  
	
   

  	
   

  
	
  “Delaware LLC Act”

  	
  shall have the meaning given to it in section 3.1;

  
	
   

  	
   

  
	
  “Drag-Along Notice”

  	
  shall have the meaning given to it in section 18.2;

  
	
   

  	
   

  
	
  “Drag-Along Right”

  	
  shall have the meaning given to it in section 18.1;

  
	
   

  	
   

  
	
  “Drag-Along Shareholder”

  	
  shall have the meaning given to it in section 18.1;

  
	
   

  	
   

  
	
  “Dragged Shares”

  	
  shall have the meaning given to it in section 18.1;

  
	
   

  	
   

  
	
  “Dual Track Process”

  	
  shall have the meaning given to it in section 14.2(b)(i);

  
	
   

  	
   

  
	
  “Equity Securities”

  	
  shall have the meaning given to it in section 3.1(c);

  
	
   

  	
   

  
	
  “Exit Event” 

  	
  shall have the meaning given to it in section 20.1; 

  
	
   

  	
   

  
	
  “Final Offer”

  	
  shall have the meaning given to it in section 14.2(e);

  



 


4

















 


	
  “Finnish HoldCo”

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

  
	
   

  	
   

  
	
  “Functional Additive Business”

  	
  shall have the meaning given to it in section 1.1;

  
	
   

  	
   

  
	
  “IFRS”

  	
  shall have the meaning given to it in section 3.2(e);

  
	
   

  	
   

  
	
  “IFRS Accounts”

  	
  shall have the meaning given to it in section 11.1;

  
	
   

  	
   

  
	
  “Implementation Agreement”

  	
  shall have the meaning given to it in section 1.3;

  
	
   

  	
   

  
	
  “Initial Period”

  	
  shall have the meaning given to it in section 1.4;

  
	
   

  	
   

  
	
  “Initial Public Offering”

  	
  shall have the meaning given to it in section 15.1;

  
	
   

  	
   

  
	
  “Investment Bank”

  	
  shall have the meaning given to it in section 14.2(a);

  
	
   

  	
   

  
	
  “Investment Bank Analysis”

  	
  shall have the meaning given to it in section 14.2(a);

  
	
   

  	
   

  
	
  “Joint Venture” 

  	
  shall have the meaning given to it in section 1.4; 

  
	
   

  	
   

  
	
  “Joint Venture Accounts”

  	
  shall have the meaning given to it in section 10.1;

  
	
   

  	
   

  
	
  “Joint Venture By-laws”

  	
  shall have the meaning given to it in section 2.3(c);

  
	
   

  	
   

  
	
  “Joint Venture Company”
  and 

  “Joint Venture Companies”

  	
  shall have the meaning given to it in section 3.1(c);

  
	
   

  	
   

  
	
  “Joint Venture Subsidiary”
  and 

  “Joint Venture Subsidiaries”

  	
  shall have the meaning given to it in section 2.2(c);

  
	
   

  	
   

  
	
  “JV Europe”

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

  
	
   

  	
   

  
	
  “JV US”

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

  
	
   

  	
   

  
	
  “Kemira”

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

  
	
   

  	
   

  
	
  “Kemira Advisory Board Members”

  	
  shall have the meaning given to it in section 5.3(b);

  
	
   

  	
   

  
	
  “Kemira Germany”

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

  



 


5

















 


	
  “Kemira Inc.”

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

  
	
   

  	
   

  
	
  “Kemira TiO2”

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

  
	
   

  	
   

  
	
  “Kemira TiO2 Pigments Business”

  	
  shall have the meaning given to it in section 1.1;

  
	
   

  	
   

  
	
  “Lock-Up”

  	
  shall have the meaning given to it in section 15.2(g);

  
	
   

  	
   

  
	
  “Management Board” and 

  “Management Boards”

  	
  shall have the meaning given to it in section 7.1;

  
	
   

  	
   

  
	
  “Master Agreement”

  	
  shall have the meaning given to it in section 1.3;

  
	
   

  	
   

  
	
  “Non-Requesting Shareholder”

  	
  shall have the meaning given to it in section 14.2;

  
	
   

  	
   

  
	
  “Offer”

  	
  shall have the meaning given to it in section 21.1;

  
	
   

  	
   

  
	
  “Offer Notice”

  	
  shall have the meaning given to it in section 21.1;

  
	
   

  	
   

  
	
  “Offeree”

  	
  shall have the meaning given to it in section 21.1;

  
	
   

  	
   

  
	
  “Offeror”

  	
  shall have the meaning given to it in section 21.1;

  
	
   

  	
   

  
	
  “Other Business”

  	
  Shall have the meaning given to it in section 22.4(a);

  
	
   

  	
   

  
	
  “Party” and “Parties”

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

  
	
   

  	
   

  
	
  “Price Range”

  	
  shall have the meaning given to it in section 14.2(a);

  
	
   

  	
   

  
	
  “Private Equity Funds”

  	
  shall have the meaning given to it in section 22.4(a);

  
	
   

  	
   

  
	
  “Prohibited Business”

  	
  shall have the meaning given to it in section 22.1;

  
	
   

  	
   

  
	
  “Purchase Option”

  	
  shall have the meaning given to it in section 17.1;

  
	
   

  	
   

  
	
  “Requesting Shareholder”

  	
  shall have the meaning given to it in section 14.2;

  
	
   

  	
   

  
	
  “Restricted Management Matter”

  	
  shall have the meaning given to it in section 3.2;

  
	
   

  	
   

  
	
  “Rockwood”

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

  



 


6

















 


	
  “Rockwood Advisory Board Members”

  	
  shall have the meaning given to it in section 5.3(a);

  
	
   

  	
   

  
	
  “Rockwood Germany”

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

  
	
   

  	
   

  
	
  “Rockwood Holdings”

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

  
	
   

  	
   

  
	
  “Rockwood TiO2 Pigments Business”

  	
  shall have the meaning given to it in section 1.1;

  
	
   

  	
   

  
	
  “Rockwood Water Business”

  	
  shall have the meaning given to it in section 1.1;

  
	
   

  	
   

  
	
  “Sachtleben” 

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

  
	
   

  	
   

  
	
  “Sachtleben Corp”

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

  
	
   

  	
   

  
	
  “Sale Period”

  	
  shall have the meaning given to it in section 17.2;

  
	
   

  	
   

  
	
  “Sales Process”

  	
  shall have the meaning given to it in section 14.2;

  
	
   

  	
   

  
	
  “Sales Process Request”

  	
  shall have the meaning given to it in section 14.2;

  
	
   

  	
   

  
	
  “SEC”

  	
  shall have the meaning given to it in section 15.2(c)

  
	
   

  	
   

  
	
  “Securities Act”

  	
  shall have the meaning given to it in section 3.1(d);

  
	
   

  	
   

  
	
  “Selling Shareholder”

  	
  shall have the meaning given to it in section 17.1;

  
	
   

  	
   

  
	
  “Shareholder” and “Shareholders”

  	
  shall have the meaning given to them in section 2.2;

  
	
   

  	
   

  
	
  “Shares” and “Share”

  	
  shall have the meaning given to them in section 2.2;

  
	
   

  	
   

  
	
  “Special Majority Matter”

  	
  shall have the meaning given to it in section 3.1;

  
	
   

  	
   

  
	
  “Statutes”

  	
  shall have the meaning given to it in section 2.3;

  
	
   

  	
   

  
	
  “Structure Paper”

  	
  shall have the meaning given to it in section 3.1(f);

  
	
   

  	
   

  
	
  “Tag-Along Notice”

  	
  shall have the meaning given to it in section 19.1;

  



 


7

















 


	
  “Tag-Along Right”

  	
  shall have the meaning given to it in section 19.1;

  
	
   

  	
   

  
	
  “Tagged Shares”

  	
  shall have the meaning given to it in section 19.1;

  
	
   

  	
   

  
	
  “TiO2 Pigments Business”  and 

  “TiO2 Pigments Businesses”

  	
  shall have the meaning given to it in section 1.1;

  
	
   

  	
   

  
	
  “Trade Sale”

  	
  shall have the meaning given to it in section 14.1;

  
	
   

  	
   

  
	
  “Transaction”

  	
  shall have the meaning given to it in section 1.3;

  
	
   

  	
   

  
	
  “Transfer”

  	
  shall have the meaning given to it in section 13.1;

  
	
   

  	
   

  
	
  “US GAAP”

  	
  shall have the meaning given to it in section 3.2(e); and

  
	
   

  	
   

  
	
  “Violation”

  	
  shall have the meaning given to it in section 15.3(a).

  



 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 


8

















 


ANNEXES


 


	
  Annex 2.2(c)

  	
  Joint Venture Subsidiaries;

  
	
   

  	
   

  
	
  Annex 2.3(a)

  	
  Articles of Association;

  
	
   

  	
   

  
	
  Annex 2.3(b)

  	
  Advisory Board By-laws;

  
	
   

  	
   

  
	
  Annex 2.3(c)

  	
  Joint Venture By-laws of JV Europe;

  
	
   

  	
   

  
	
  Annex 3.1(k)

  	
  Instructions to accounting firm;

  
	
   

  	
   

  
	
  Annex 7.2

  	
  Initial Directors;

  
	
   

  	
   

  
	
  Annex 8

  	
  Content of Annual Budget;

  
	
   

  	
   

  
	
  Annex 11.2(a)

  	
  Form of financial reporting package;

  
	
   

  	
   

  
	
  Annex 21.1

  	
  Normalised EBITDA calculation method;

  
	
   

  	
   

  
	
  Annex 21.2(b)

  	
  Form of guarantee;

  
	
   

  	
   

  
	
  Annex 21.3

  	
  Form of Offer for acquisition of Shares; and

  
	
   

  	
   

  
	
  Annex 22.5(b)

  	
  List of key employees.

  



 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 


9

















 


SHAREHOLDERS’ AND JOINT VENTURE AGREEMENT


 


THIS AGREEMENT IS MADE ON 21 May 2008 BY AND AMONG


 


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


 


hereinafter referred to as “Rockwood
Holdings”;


 


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


 


hereinafter referred to as “Rockwood”;


 


3.                                       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”;


 


4.                                       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”;


 


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


 


hereinafter referred to as “Sachtleben Corp”;


 


6.                                       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 White Pigments Holding GmbH


 


hereinafter referred to as “JV Europe”;


 


10

















 


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


 


hereinafter referred to as “Finnish HoldCo”;


 


8.                                       Kemira
Oyj, Porkkalankatu 3, FI-00180 Helsinki, Finland, with business identification
number 0109823-0


 


hereinafter referred to as “Kemira”;


 


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


 


hereinafter referred to as “Kemira TiO2”;


 


10.                                 Kemira
Specialty Inc., USA, with its principal place of business at 151 Veterans
Drive, Northvale, NJ 07647, USA


 


hereinafter referred to as “Kemira Inc.”;


 


11.                                 Kemira
Germany GmbH, registered in the commercial register of the lower court of
Cologne under registration number HRB 57319


 


hereinafter referred to as “Kemira Germany”;


 


and


 


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


 


hereinafter referred to as “JV US”.


 


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


 


11
















 


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 Corp
(Rockwood’s titanium dioxide business so defined, the “Rockwood TiO2 Pigments Business”); and
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”.


 


1.2           In order to jointly pursue future business
opportunities in the field of the production and marketing of titanium dioxide
pigments, Rockwood and Kemira have decided to combine their respective TiO2
Pigments Business by forming a joint venture in the form of a newly established
German limited liability company.


 


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


 


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


 


12

















 


2.             CORPORATE STRUCTURE AND STATUTES


 


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


 


2.2           Following the consummation of the Transaction,


 


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


 


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


 


(c)           the Joint Venture will own the TiO2 Pigments
Businesses including the shares (held directly and indirectly) in the entities
as set out in Annex 2.2(c) (each,
a “Joint Venture Subsidiary” and
collectively the “Joint Venture Subsidiaries”).


 


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


 


2.3           The
Parties shall, to the extent this is required and within their respective
corporate or limited liability company powers to do so, amend and restate, in
each case in their entirety, the following statutes of JV Europe and JV US
as soon as reasonably practicable after the date hereof but in any event prior
to and with effect from the Closing Date:


 


(a)           the articles of association of JV Europe
substantially as set out in Annex 2.3(a) and
the limited liability company agreement of JV US, which shall (i) to the
extent legally possible, implement the terms of this Agreement, including
creation of an Advisory Board (as defined below) and (ii) provide for the
treatment of JV US as a corporation for US tax purposes (collectively, the “Articles of Association”);


 


13

















 


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


 


(c)           the by-laws of the Management Board (as defined
below) of JV Europe substantially as set out in Annex 2.3(c) (the “Joint
Venture By-laws”)


 


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


 


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


 


2.4           To the extent there is a conflict between the
Statutes and this Agreement, this Agreement shall, to the extent permitted by
applicable law, prevail. Each Shareholder shall vote its Shares and shall take
all such other actions that may be necessary to ensure that the Statutes
facilitate and do not at any time conflict with, any provision of this
Agreement. The foregoing shall apply mutatis
mutandis with regard to the articles of association, certificates of
formation, certificates of incorporation, by-laws, partnership agreements,
limited liability company agreements or other statutes of the Joint Venture
Subsidiaries.


 


3.             SPECIAL RESOLUTIONS


 


3.1           Without
prejudice to unanimous consent or majority requirements under applicable law,
including German law or the Delaware Limited Liability Company Act (the “Delaware LLC Act”), and notwithstanding
anything to the contrary contained in this Agreement and/or the Statutes, JV
Europe, JV US and the Shareholders agree that following the closing of the
Transaction (the “Closing”) each
of the following actions (including, but not limited to, any action or
resolution of a shareholders’ or members’ meeting, the management or any other
corporate or limited liability company body) shall require the prior
affirmative approval of all shareholders or members of JV Europe or JV US, as
the case may be (each, a “Special Majority
Matter”):


 


	
  (a)

  	
   

  	
  any changes of the Statutes, including any
  change to the corporate or limited liability company purpose of the Joint
  Venture;

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  any transfer, disposal, pledge or
  encumbrance of Shares;

  



 


14

















 


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


 


(d)                                 (i) the registration of any of the Equity
Securities of a Joint Venture Company under the Securities Act of 1933, as
amended (the “Securities Act”); or
(ii) application for admission or listing of any Equity Securities on a
stock exchange;


 


(e)                                  any redemption, re-purchase or other
acquisition by any Joint Venture Company of Equity Securities issued by any
Joint Venture Company, except for Equity Securities of the Joint Venture
Subsidiaries to the extent they are redeemed, re-purchased or acquired by
another Joint Venture Company;


 


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


 


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


 


(h)                                 except as provided for in the Master Agreement
or the Structure Paper, any conclusion of enterprise agreements (Unternehmensverträge) (including
domination or profit and loss transfer agreements) within the meaning of
section 291, 292 of the German Stock Corporation Act (Aktiengesetz, AktG) or similar agreements
(such as silent partnership agreements or profit-related loan agreements) by
any Joint Venture Company, except for agreements with another Joint Venture
Company;


 


15

















 


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


 


(j)                                     any resolution, commitment or agreement that
would require the Shareholders to make an investment in, or loan to, any Joint
Venture Company;


 


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


 


(i)            if the respective shareholders cannot reach an agreement
with regard to the audited annual accounts within a period of four weeks
following the shareholders’ or members’ meeting in which such matter was
submitted for approval, the audited annual accounts of JV Europe and JV US for
the respective fiscal year shall be finally determined with, absent manifest
errors, binding effect upon the Parties by a reputable accounting firm acting
as an independent expert and in line with the instructions set out in Annex 3.1(k). If the Shareholders cannot
agree on the independent expert within an additional period of five weeks
following the shareholders’ or members’ meeting in which such matter was
submitted for approval or the mutually agreed independent expert refuses to act
as such, the independent expert shall be appointed, upon request of either
Rockwood or Kemira, by the German Institute of Chartered Accountants (Institut der Wirtschaftsprüfer – IDW); and


 


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


 


(l)            any
material change of the long-term business strategy of either, JV Europe or JV
US compared to the long term business strategy in place for the TiO2 Pigments
Businesses at the date hereof or, if such long term strategy was subsequently
amended pursuant to an agreement amongst the Shareholders, the long term
business strategy in place after such amendment except with regard to


 


16

















 


(i)            the production, marketing and sale of titanium
dioxide pigments,


 


(ii)           the production, marketing and sale of products
of the Functional Additives Business (except for the introduction of new
product lines that can be expected to negatively affect the short or long term
profitability of the Joint Venture in a material manner); and


 


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


 


(m)          the
appointment and removal of one (1) managing director of JV Europe or one (1) member
of the Management Board of JV US, it being understood that such approval right
shall only have the effect that of all of the managing directors of
JV Europe and of all of the members of the Management Board  of JV US appointed at any given time, at
least one (1) managing director of JV Europe and one (1) member
of the Management Board of  JV US at
all times have been appointed with the approval of Kemira, it being understood
that the initial managing directors and members of the Management Board JV US
as set out in this Agreement are deemed to be approved by Kemira.


 


3.2           Without
prejudice to unanimous consent or majority requirements under applicable laws
including German law and the Delaware LLC Act, and notwithstanding anything to
the contrary contained in this Agreement and/or the Statutes, JV Europe, JV US
and the Shareholders agree that following the Closing each of the following
actions (including, but not limited to, any action or resolution of a shareholders’
or members’ meeting, the management or any other corporate or limited liability
company body) shall require the prior affirmative approval of the Advisory
Board of JV Europe or JV US, as the case may be, including the prior
affirmative approval of the Advisory Board members designated by Rockwood and
Kemira (each, a “Restricted Management Matter”):


 


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


 


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


 


(c)           any
sale, disposal or lease of


 


17

















 


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


 


(ii)           any assets


 


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


 


(2)           irrespective of their fair market value, if
such sale, disposal or lease would cause the aggregate fair market value of all
assets sold, disposed of or leased in such fiscal year to exceed
EUR 10,000,000;


 


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


 


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


 


(f)            the termination or settlement by any Joint
Venture Company of any material litigation with a value in excess of
EUR 5,000,000;


 


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


 


(i)            agreements between two Joint Venture Companies;
and


 


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


 


18

















 


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


 


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


 


3.3           The
Shareholders undertake to procure that no Special Majority Matters nor any
Restricted Management Matters will be implemented by any of the Joint Venture
Companies following the Closing without the prior affirmative approval of
Kemira and Rockwood or the members appointed by them to the Advisory Boards, as
the case may be, irrespective of the corporate or limited liability company
body which has to decide on such action pursuant to applicable law.


 


3.4           The
rights of a Shareholder contained in this section 3 shall, except where
otherwise is mandated by applicable law, terminate for such Shareholder at such
time as the relevant Shareholder’s combined direct and indirect ownership
interests in the Joint Venture (including shares, limited liability company
interests and other ownership interests held by Affiliates of the relevant
Shareholder) has fallen below 20 per cent.


 


4.             SUPERVISORY BOARD


 


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


 


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


 


19

















 


governance
principles and the allocation of rights and obligations under this Agreement (including
its Annexes). The Shareholders shall further vote their Shares in
JV Europe such that Rockwood and Kemira are always represented on such
supervisory board of JV Europe (taking into consideration that a certain
number of seats on such supervisory board will be reserved for employee
representatives) in the same proportion as they are represented on the
Supervisory Board as provided for under section 4.1.


 


5.             ADVISORY BOARD


 


5.1           Following
the Closing, JV Europe and JV US shall each have an advisory board (each such
board, an “Advisory Board” and
collectively the “Advisory Boards”).
Each of the Advisory Boards shall be a body that solely represents the
Shareholders and their interests (i.e. the Advisory Boards shall not be a body
representing the best interest of the enterprise (Unternehmensinteresse) but a body representing the best
interests of the Shareholders). Correspondingly, subject to requirements under
mandatory applicable law, the individuals serving on the Advisory Boards shall
be entitled to act solely in the best interest of the Shareholder they
represent.


 


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


 


5.3           The Advisory Boards shall each consist of a
total of five members including the chairman (Vorsitzender
des Beirates). Of the five advisory board members of each Advisory
Board:


 


(a)                                  Rockwood shall be entitled to designate three
members including the chairman (the “Rockwood
Advisory Board Members”), and to demand the removal of any or all of
the Rockwood Advisory Board Members; and


 


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


 


provided that the composition of the Advisory Board of JV Europe shall
at all times be identical to the composition of the Advisory Board of JV US and
the Shareholders shall procure that if a certain individual is either appointed
to an Advisory Board or ceases to be a member of an Advisory Board, a
corresponding change shall be made to the respective other Advisory Board
without undue delay.


 


20

















 


5.4           The
initial Advisory Boards of JV Europe and JV US shall each consist of the
following members:


 


(a)           Seifi
Ghasemi, as chairman, Robert J. Zatta and Thomas J. Riordan as the Rockwood
Advisory Board Members; and


 


(b)           Matti Lapinleimu and Hannu Virolainen as the
Kemira Advisory Board Members.


 


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


 


5.6           Other
than the customary reimbursement of out-of pocket expenses, members of the
Advisory Board shall not be entitled to any kind of remuneration.


 


5.7           The
rights of a Shareholder contained in this section 5 shall terminate for
such Shareholder at such time as the relevant Shareholder’s combined direct and
indirect ownership interests in the Joint Venture (including shares, limited
liability company interests and other ownership interests held by Affiliates of
the relevant Shareholder) has fallen below 20 per cent.


 


6.             ADVISORY BOARD MEETINGS AND RESOLUTIONS


 


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


 


21
















 


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


 


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


 


6.4                                 The chairman of an Advisory Board or in his
absence, the longest-serving member of the relevant Advisory Board, establishes
that the meeting has a quorum and decides on the voting procedure.


 


6.5                                 Written minutes of the resolutions of the
meetings of an Advisory Board shall be prepared, signed by the chairman, a copy
of which shall be sent to each member. Evidence that the invitation to the
meeting was sent out timely shall be kept safely with JV Europe’s company
books.


 


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


 


6.7                                 The Advisory Boards shall in particular be
responsible for deciding upon Restricted Management Matters and all such other
management matters that require the prior consent of the Advisory Boards
pursuant to the Statutes. Subject to applicable law, following the Closing the
Management Board of the relevant entity shall obtain the relevant Advisory
Board’s consent prior to executing any of the Restricted Management Matters, unless
compliance with this 


 


22

















 


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


 


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


 


7.                                       MANAGING DIRECTORS


 


7.1                                 JV Europe shall, on a day to day basis, be
managed by its board of directors which shall consist of at least two managing
directors (Geschäftsführer),
while  JV US shall, on a day to day basis, be managed by its board of
directors which shall also consist of at least two directors (each such board,
a “Management Board” and
collectively the “Management Boards”).
Individuals serving on the Management Board of JV Europe may (but are not
required to) be at the same time a member of the Management Board of JV US and vice versa.


 


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


 


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


 


(a)                                  be a member of the Management Board of JV
Europe; and


 


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


 


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


 


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


 


23

















 


shall terminate at such time as one of the
Shareholders’ combined direct and indirect ownership interests in the Joint
Venture (including shares, limited liability company interests or other
ownership interests held by Affiliates of the relevant Shareholder) has fallen
below 20 per cent.


 


8.                                       MANAGEMENT OF THE JOINT VENTURE


 


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


 


9.                                       AFFILIATE TRANSACTIONS


 


Following the Closing, JV
Europe and JV US shall regularly account for all payments (including fees and
cost reimbursements) of any kind made by the Joint Venture Companies under any
Affiliate Transaction. For the avoidance of doubt, it is hereby set forth that
the foregoing sentence shall apply irrespective of whether such agreement or
arrangement (i) has already been in place at the date hereof or is entered
into after the date hereof; or (ii) was approved by the relevant Advisory
Board.


 


10.                                 ANNUAL ACCOUNTS AND DIVIDEND
POLICY


 


10.1         Following the Closing, JV Europe and JV US
shall, in addition to what may be required under applicable law, prepare their
annual accounts (stand alone and consolidated) and quarterly accounting
reports, in each case in accordance with the accounting standards then applied
by Rockwood Holdings (currently US GAAP) (collectively, the “Joint Venture Accounts”).


 


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


 


24

















 


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


 


11.                                 INFORMATION RIGHTS


 


11.1         Following the Closing, Rockwood and Kemira
shall, and shall cause the Joint Venture Companies to, fully cooperate with
each other in order to establish general procedures that will enable Kemira and
the Joint Venture Companies to translate the Joint Venture Accounts into IFRS accounts
and reports to the extent this is required to enable Kemira to comply with its
reporting requirements, as applicable from time to time, in a timely manner
(collectively, the “IFRS Accounts”).
Following the establishment of such general procedures, Rockwood and Kemira
shall cooperate with each other, and shall cause the Joint Venture Companies
to, fully cooperate with Kemira and provide Kemira with all such information
that is required for Kemira to translate the Joint Venture Accounts as they
become available into the respective IFRS Accounts.


 


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


 


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


 


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


 


11.3         Without limiting the foregoing information
rights, with respect to each Shareholder and for as long as such Shareholder’s
combined direct and indirect ownership interests in the Joint Venture
(including shares, limited liability company interests and other ownership interests
held by 


 


25

















 


Affiliates of
the relevant Shareholder) is equal to or greater than 20 per cent, the
Joint Venture shall:


 


(a)                                  make appropriate officers and directors as well
as other members of the management of each of the Joint Venture Companies
available periodically and at such times as reasonably requested by such
Shareholder for consultation with such Shareholder or its designated
representative with respect to matters relating to the business and affairs of
the Joint Venture Companies, including, without limitation, significant changes
in management personnel and compensation of employees, introduction of new
products or new lines of business, important acquisitions or dispositions of
plants and equipment, significant research and development programs, the
purchasing or selling of important trademarks, licenses or concessions or the
proposed commencement or compromise of significant litigation;


 


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


 


(c)                                  to the extent consistent with applicable law,
afford each Shareholder or its designated representative the right to visit and
inspect any of the offices and properties of the Joint Venture Companies and
inspect and copy the books and records of the Joint Venture Companies, at such
times as the Shareholder or its designated representative shall reasonably
request;


 


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


 


11.4         Each Shareholder shall be entitled, at its own
expense, to review the services rendered by and have access to the work
products of the auditor of JV Europe and JV US, provided that such 


 


26

















 


review and
access shall not materially delay or otherwise materially interfere with the
auditor’s services. Each Shareholder shall in addition be entitled, at its own
expense, to appoint a special auditor (Sonderprüfer).
With regard to the special auditor’s rights and obligations, sections 144 and
145 para 1 to 3 German Stock Corporation Act (AktG)
shall, with the exemption of the extension of the special auditor’s rights
towards a shareholder of a Shareholder, apply analogously. The Shareholder
appointing the special auditor shall instruct the special auditor to grant the
other Shareholder access to any and all of its work products in the same extent
made available to the appointing Shareholder.


 


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


 


12.                                 PROPORTIONATE SHAREHOLDINGS


 


Notwithstanding anything to the
contrary contained herein or elsewhere, following the Closing


 


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


 


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


 


(c)                                  subject to section 3.1, neither JV Europe nor
JV US shall issue or sell any shares (or other units) of its Equity Securities
unless both JV Europe and JV US issue or transfer such number of Equity
Securities in JV Europe and JV US so that, following the consummation of any
such issuances and/or transfers, both Shareholders shall own the same
percentage in the registered share capital of JV Europe and of the issued and
outstanding limited liability company interests of JV US as they owned
immediately prior to such issuances or transfers.


 


27

















 


13.                                 DISPOSAL OF SHARES


 


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


 


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


 


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


 


(c)                                  at any time after the Initial Period in a Trade
Sale (as defined below) in accordance with section 14 or an Initial Public
Offering (as defined below) in accordance with section 14.2(b)(i) in
conjunction with section 15.2; and


 


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


 


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


 


13.2         Where a transfer of Shares pursuant to this
Agreement is permissible or unless agreed otherwise or as provided in section
15.2 in connection with an Initial Public Offering, a Shareholder shall
transfer only its entire ownership interest in a Joint Venture Company (i.e., a
transfer of less than all Shares held by a Shareholder (or its Affiliate
transferee) shall not be permitted).


 


14.                                 TRADE SALE


 


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


 


28

















 


Sale, the
Shareholders shall discuss such proposal in good faith, taking into
consideration the overall economic environment, the proceeds that are likely to
result from such Trade Sale and all other circumstances that are, from the
point of view of a prudent business person, relevant in such context. If the
Shareholders reach a mutual understanding to pursue a Trade Sale, they shall
also agree in good faith on the process to be followed in connection with such
Trade Sale, their common expectation as to the proceeds to be generated as a
result of such Trade Sale and whether both of them would undertake to waive
their respective pre-emption rights as set forth in section 17 in
connection with such Trade Sale.


 


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


 


(a)                                  The Shareholders shall jointly engage an investment
bank of international reputation to assist them in the Sales Process. If the
Shareholders cannot agree on such investment bank within 30 days following a
Sales Process Request, the investment bank shall be determined with binding
effect upon the Shareholders by Ernst & Young, Germany, unless the
latter is, at such time, acting as an auditor of either Party in which case
another of the Big Four international
accounting firms not being an auditor of either Party at that time shall decide
(the investment bank so engaged, the “Investment
Bank”). If the Shareholders cannot agree on which other of the Big Four international accounting firms
not being an auditor of either Party at that time shall determine the
Investment Bank within an additional period of one week following such 30
day-period or the mutually agreed accounting firm refuses to act, such Big Four international accounting firm
shall be appointed, upon request of either Rockwood or Kemira, by the German
Institute of Chartered Accountants. The Shareholders shall instruct the
Investment Bank to analyze in writing (i) the market environment for such
Trade Sale, potential purchasers of the Joint Venture (both financial and
strategic investors), potential issues to be considered in connection with a Sales
Process and the range of sales proceeds that could realistically be expected
from a Trade Sale in a Sales Process (such range of sales proceeds, the “Price Range”); and (ii) the viability
of an Initial Public Offering and whether a process aimed 


 


29

















 


at such
Initial Public Offering should be run concurrently with, instead of or as an
alternative to a Sales Process. The Investment Bank shall be instructed to make
such analysis available to the Shareholders within a time period not to exceed
20 Business Days after its instruction to do so (the “Investment Bank Analysis”).


 


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


 


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


 


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


 


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


 


30

















 


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


 


(d)                                 If a Sales Process Request pursuant to
section 14.2(b)(i)(x) regarding a dual track process (i.e. a Sales
Process concurrently with a process aimed at an Initial Public Offering) has
been made, the Shareholders shall discuss at a later stage upon the request of
either Shareholder in good faith with the aim to reach a mutual understanding
(and in consultation with the Investment Bank) whether to complete the Sales
Process or the process aimed at an Initial Public Offering. Section 14.1,
sentences 2 and 3 shall apply mutatis
mutandis. If the Shareholders cannot mutually agree within a time
period of 10 Business Days following the request by either Shareholder to have
such discussion, the Requesting Shareholder shall be entitled to decide whether
the Sales Process or the process aimed at an Initial Public Offering shall be
completed.


 


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


 


31
















 


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


 


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


 


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


 


15.                                 INITIAL PUBLIC OFFERING


 


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


 


32

















 


shall be entitled to request from the Joint
Venture Companies and the respective other Shareholder (or its respective
Affiliate transferees) (i) the direct or indirect (i.e., via a further
direct or indirect holding company) listing of the Joint Venture or its
applicable Equity Securities on a stock exchange within the European Union,
Switzerland, a transnational stock exchange, the New York Stock Exchange or
NASDAQ or (ii) an underwritten public offering of Equity Interests of any
Joint Venture Company under the Securities Act representing at least 20 per
cent of the total share capital of the Joint Venture after such listing (each
such public offering, an “Initial Public
Offering”).


 


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


 


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


 


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


 


(c)                                  The relevant Joint Venture Companies shall
initiate the stock market registration and/or file a registration statement
under the Securities Act covering all the Equity Securities of the relevant
Joint Venture Companies to be registered and use their reasonable best efforts
to cause such registration statement to be declared effective by the United
States Securities and Exchange Commission (the “SEC”) as soon as practicable and shall bear 


 


33

















 


any and all costs related
thereto (in particular but not limited to bank fees and charges), including, to
the extent legally permissible, all legal costs incurred by the Shareholders in
connection with the stock market registration and all registration, filing and
qualification fees, printers’ and accounting fees but excluding underwriting
discounts and commissions relating to the Equity Securities being offered.


 


(d)                                 Each Shareholder will be required to sell its
Shares on the basis provided by the applicable underwriting arrangements and
complete and execute all questionnaires, powers of attorney, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements and the provisions of this Agreement.


 


(e)                                  The relevant Joint Venture Companies shall


 


(i)            forward drafts and final versions of bid
letters, term sheets, other transaction documents and correspondence with
advisers to the Shareholders as soon as the same become available;


 


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


 


(iii)          allow each Shareholder and its representatives and advisors to
reasonably participate in any formal presentation by prospective underwriters
regarding the Initial Public Offering.


 


(f)                                    Whenever the
Joint Venture Companies are required under this section 15.2 to use their
reasonable best efforts to effect the registration of Equity Securities under
the Securities Act, the Joint Venture Companies shall also, as expeditiously as
reasonably practicable,


 


(i)            prepare and file with the SEC a registration
statement with respect to such Equity Securities and use reasonable best
efforts to cause such registration statement to become effective, and, upon the
request of either Shareholder, keep such registration statement effective for a
period of up to one hundred twenty (120) days or, if earlier, until the
distribution contemplated in the registration statement has been completed;
provided, however, that such 120 day period shall be extended for a period of
time equal to the period a Shareholder refrains, at the request of an
underwriter of the Joint Venture Companies, from selling any Equity Securities
included in such registration;


 


34

















 


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


 


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


 


(iv)          provide a transfer
agent and registrar and a CUSIP number for all such Equity Securities, in each
case not later than the effective date of such registration;


 


(v)                                 use
reasonable best efforts to obtain


 


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


 


(2)            an opinion of the counsel representing the
Joint Venture Companies for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering under the Securities Act, addressed in each case to the underwriters,
and otherwise use reasonable best efforts to take all other
steps necessary to effect the registration of such Equity Securities under the
Securities Act.


 


It shall be a condition precedent to the
obligations of the Joint Venture Companies to take any action pursuant to this
section 15.2(f) with respect to the Equity Securities of either
Shareholder that such Shareholder shall furnish to the Joint Venture Companies
such information regarding itself, the Equity Securities held by it and the
intended method of disposition of such Equity Securities as shall be reasonably
required to effect the registration of such Equity Securities held by such
Shareholder.


 


(g)                                 Each Shareholder shall undertake to comply with
any transfer restrictions regarding the Shares held by it, which the provisions
of the stock market registration proceeding, the 


 


35

















 


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


 


(h)                                 The Shareholders shall be entitled to request
from the Joint Venture Companies to include into the agreements with the
respective underwriting agent (Emissionsbank)
the right to a secondary offering of the Shares held by the Shareholders and to
undertake any and all actions and measures necessary for this purpose, unless
the respective underwriting agent (Emissionsbank)
objects to the incorporation of such term. The Joint Venture Companies shall
bear the costs for the application and the implementation of such secondary
offering.


 


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


 


15.3                           Indemnification


 


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


 


36

















 


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


 


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


 


37

















 


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


 


(c)                                  Promptly after receipt by an indemnified party
of notice of the commencement of any action involving a claim referred to in
the preceding paragraphs of this section 15.3, such indemnified party will, if
a claim in respect thereof is to be made against any indemnifying party under
this section 15.3, deliver to the indemnifying party written notice of the commencement
thereof; provided, however, that an indemnified party’s failure to give such
notice in a timely manner shall only relieve the indemnification obligations of
an indemnifying party to the extent such indemnifying party is prejudiced or
harmed by such failure. In case any such action is brought against an
indemnified party, the indemnifying party shall have the right to participate
in, and, to the extent the indemnifying party so desires, to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however,
that if any indemnified party shall have reasonably concluded that there may be
one or more legal or equitable defenses available to such indemnified party
that conflict with those available to the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such action on behalf
of such indemnified party and such indemnifying party shall reimburse such
indemnified party for that portion of the reasonable fees and expenses of any
counsel retained by the indemnified party in connection with the matters
covered by the indemnity agreement provided in this section 15.3.


 


(d)                                 If, except as a result of an indemnified party’s
failure to timely deliver notice to the indemnifying party of the commencement
of any action involving a claim referred to in the preceding paragraphs of this
section 15.3, the indemnification provided for in this section 15 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, claim, damage or liability referred to herein, then the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amounts paid or payable by such indemnified party as a
result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and of the indemnified party on the other hand in connection with the
statements or omissions which resulted in such loss, claim, damage or liability
as well as any other relevant equitable considerations; provided, however, that
the maximum amount of liability in respect of such contribution shall be
limited, in the case of each Shareholder, to an amount equal to the net
proceeds actually received by such Shareholder from the sale of Equity
Securities held by such Shareholder 


 


38

















 


effected pursuant to such registration. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. Further, no
person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) will be entitled to contribution from any person or entity
who was not guilty of such fraudulent misrepresentation.


 


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


 


16.                                 TRANSFERS TO AFFILIATES


 


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


 


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


 


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


 


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


 


16.2         If any Shareholder wishes to transfer Shares to
an Affiliate, then it shall give notice to the other Shareholder of his
intention to do so not less than ten (10) Business Days prior to
effecting such Transfer. Such notice shall state (i) the name and address
of the Affiliate to which such Transfer is proposed; and (ii) the
relationship of such Affiliate to such Shareholder.


 


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


 


39

















 


such Affiliate transferee
shall, and such Shareholder shall cause such Affiliate transferee to, transfer
back to such Shareholder (or to another Affiliate of such Shareholder) any
Shares it owns on or prior to the date that such Affiliate transferee ceases to
be an Affiliate of such Shareholder.


 


16.4                           Upon becoming a party to this Agreement


 


(a)                                  the Affiliate transferee of Kemira shall be
substituted for, and shall enjoy the same rights and be subject to the same
obligations as, the Shareholders with respect to the Shares transferred by
Kemira to such Affiliate; and


 


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


 


provided, however, that in the case of both
clauses (a) and (b) the relevant Shareholder and its Affiliate
transferees may exercise any rights they may have under this Agreement or the
Statutes only jointly and in one and the same way.


 


17.                                 PRE-EMPTION RIGHT


 


17.1                           If after expiration of the Initial Period and
six months following the termination of the Sales Process set forth in section
14 and/or a process aimed at an Initial Public Offering set forth in section
15, as the case may be (if such process has not led to a successful Trade Sale
or the Initial Public Offering of more than 30 per cent of the ownership
interests in the Joint Venture or any legal successor thereof), a Shareholder
intending to sell all of its Shares in a bona
fide transaction to a third party (i.e., to a person other than to
an Affiliate pursuant to section 16) (a “Selling
Shareholder”) shall be required to offer all of its Shares to the
other Shareholder by sending a complete and certified copy of the share
transfer agreement agreed with the third party (the “Purchase Option”) to the other Shareholder.


 


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


 


40

















 


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


 


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


 


18.                                 DRAG-ALONG RIGHT


 


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


 


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


 


18.2         To exercise a Drag-Along Right, the Selling
Shareholder shall request the sale and transfer of the Dragged Shares by the
Drag-Along Shareholder to the third party by written notice to the Drag-Along
Shareholder no later than 30 Business Days following the Purchase Option being
delivered to the Drag-Along Shareholder (the “Drag-Along
Notice”).


 


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


 


41
















 


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


 


18.5        The Selling Shareholder shall have a period of
10 Business Days from the date of the delivery of the Drag-Along Notice to
consummate the sale and transfer on the terms and conditions set forth in the
Drag-Along Notice, provided, however, that, if such sale and transfer is
subject to governmental or regulatory consents, approvals or clearances
(including expiration or termination of all applicable waiting periods under
applicable law), such 10 Business Days period shall be extended until the
expiration of 10 Business Days after all such consents, approvals or clearances
(including expiration or termination of all applicable waiting periods under
applicable law) have been received, but in no event later than nine months
following the date of the delivery of the Drag-Along Notice. If the sale and
transfer shall not have been consummated during such period, the Selling
Shareholder shall return to the Drag-Along Shareholder any documents in the
possession of the Selling Shareholder executed by the Drag-Along Shareholder in
connection with such proposed sale and transfer, and all the restrictions on
transfers of Shares contained in this Agreement or otherwise applicable at such
time with respect to the Shares shall again be in effect.


 


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


 


19.          TAG-ALONG RIGHT


 


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


 


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


 


42

















 


19.2        Sections 18.3 through 18.6 shall apply mutatis
mutandis with regard to the Tagged Shares.


 


20.          DURATION AND TERMINATION OF THE COMPANY


 


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


 


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


 


20.3        Each Shareholder is, however, entitled to
terminate the Joint Venture for cause (aus
wichtigem Grund) after having notified the other Shareholder of a
breach and such breach has not been cured within six months of receipt of such
notice within 30 days following the end of such six months period (unless a
shorter notice period or termination without notice period is permissible and
cannot be excluded under statutory law in which case such shorter or no notice
period shall apply).


 


21.          DEADLOCK PROVISION


 


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


 


43

















 


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


 


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


 


(a)                                 either a guarantee upon first demand (Bürgschaft auf erstes Anforderung unter Ausschluss
der Einreden nach § 770 BGB) of a reputable European or US American
bank; or


 


(b)                                 a guarantee by the ultimate shareholder listed
on a stock exchange with the European Union or the Unites States of America
substantially in the form as attached as Annex
21.2(b),


 


in the amount of the offered purchase price
for the Shares being subject of its Offer. Any other representations and
warranties and/or indemnification shall be excluded.


 


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


 


22.          NON-COMPETE


 


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


 


(a)                                 engage in the production, sale and marketing of
titanium dioxide pigments; and


 


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


 


44

















 


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


 


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


 


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


 


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


 


(a)                                 such interest is acquired solely as a financial
investment;


 


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


 


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


 


22.4        The Shareholders expressly acknowledge and
agree that


 


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


 


(b)                                 none of the Private Equity Funds or their
Affiliates (other than Rockwood Holdings, Rockwood, the Joint Venture and their
respective subsidiaries) will be prohibited by 


 


45

















 


virtue of their indirect investment through
Rockwood Holdings in the Joint Venture Companies from pursuing and engaging in
any such activities.


 


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


 


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


 


(b)                                 directly or indirectly (except for media
advertising directed to the general public) solicit, or endeavour to entice
away any key employee as listed in Annex 22.5(b) of
JV Europe and / or its subsidiaries from time to time.


 


23.          JOINT AND SEVERAL LIABILITY


 


The Parties agree that


 


(a)                                 Rockwood Holdings; Rockwood and Rockwood
Germany on the one hand; and


 


(b)                                 Kemira and Kemira Germany on the other hand


 


shall be jointly and severally liable for
each and every of the obligations that either of these entities has under or in
connection with this Agreement.


 


24.          CONFIDENTIALITY


 


24.1        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 received about each other and about
the enterprises affiliated with the respective other Party as defined in
section 15 German Stock Corporation Act (AktG)
from the date they have started talks about the Joint Venture, to the extent
that such information is not available to the public or (except in case of
information of Kemira in relation to Kemira TiO2 and Rockwood and Rockwood
Germany in relation to JV Europe) previously known to the disclosing Party, or
the respective other Party has not consented to the disclosure of the
information.


 


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


 


46

















 


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


 


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


 


24.4        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 permitted under section 24.2.


 


25.          MISCELLANEOUS


 


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


 


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


 


25.3        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.


 


25.4        Unless otherwise explicitly provided for in this Agreement, neither
this Agreement nor any provisions contained in this Agreement is intended to
confer any rights or remedies upon any person or entity other than the Parties.


 


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


 


25.6        In this Agreement:


 


47

















 


(a)                                 any German 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, be deemed to include what most closely approximates in that
jurisdiction to the German legal term and any reference to any German statute
shall be construed so as to include equivalent or analogous laws of any other
jurisdiction; and


 


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


 


25.7        To the
extent permitted by law, 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 is Frankfurt am Main, Germany.
The Arbitral Tribunal consists of three arbitrators. The language of the
arbitral proceedings is English.


 


25.8        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 or by fax 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 notification made by email in pdf-format shall be
regarded as sufficient, provided that an identical notification in writing and
delivered by hand or by courier follows within two weeks after such email:


 


(a)                                 Notifications to Rockwood Holdings and
Rockwood:


 


Rockwood Specialties Group, Inc.


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


100 Overlook
Center


Princeton NJ
08540, USA


Facsimile: +1
(609) 514-8722


E-mail:
TRiordan@rocksp.com


 


(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


 


48

















 


(c)                                  Notifications to
JV Europe and Finnish HoldCo:


 


Sachtleben Chemie GmbH


Wolf-Dieter Griebler


Dr.-Rudolf-Sachtleben-Str. 4


47198 Duisburg, Germany


Facsimile: +49 (2066) 22-3201


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


Each with a copy to Rockwood Germany and Kemira


 


(d)                                 Notifications to Sachtleben:


 


Sachtleben Chemie GmbH


Wolf-Dieter Griebler


Dr.-Rudolf-Sachtleben-Str. 4


47198 Duisburg, Germany


Facsimile: +49 (2066) 22-3201


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


 


(e)                                  Notifications to Sachtleben Corp


 


c/o Rockwood Specialties Group, Inc.


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


100 Overlook
Center


Princeton NJ
08540, USA


Facsimile: +1
(609) 514-8722


E-mail:
TRiordan@rocksp.com


 


(f)                                   Notifications to Kemira and Kemira TiO2:


 


Hannu Virolainen, President Kemira Speciality
Business Area


Kemira OYJ


Porkkalankatu 3


00180 Helsinki


Finland


Facsimile: +358 - (0) 10 862 1068


E-mail:
hannu.virolainen@kemira.com


 


49

















 


(g)                                  Notifications to Kemira Germany:


 


Hermann-Josef Frings, Managing Director


Kemira Germany
GmbH


Marie-Curie-Straße
10


51377 Leverkusen


Germany


Facsimile: +49 (214) 20690-250


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


 


(h)                                 Notifications to Kemira Inc.:


 


Hannu Virolainen, President
Kemira Speciality Business Area


c/o Kemira OYJ


Porkkalankatu 3


00180 Helsinki


Finland


Facsimile: +358 - (0) 10 862
1068


Email: hannu.virolainen@kemira.com


 


(i)                                     Notifications to White Pigments, LLC:


 


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


White Pigments, LLC


c/o Rockwood Specialties Group Inc.


100 Overlook Center


Princeton NJ 08540, USA


Facsimile: +1 (609) 514-8722


E-mail: TRiordan@rocksp.com


with a copy to JV Europe and Kemira


 


50

















 


26.          AUTHORISED AGENT


 


26.1        Kemira and
Kemira TiO2 hereby appoint the law firm of Gleiss Lutz Hootz Hirsch, 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
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 TiO2 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.


 


26.2        Finnish HoldCo, Rockwood Holdings, Inc.,
Rockwood, Rockwood Germany and Sachtleben
Corp hereby appoint the law firm of Clifford Chance, 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
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.


 


27.          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 which, 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 


 


51

















 


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.


 


* * *


 


52

















 


	
  Rockwood Holdings, Inc.

  
	
   

  
	
  BY: 

  	
  /s/ CLEMENS ALFRED ROLLMAN

  	
   

  
	
   

  	
  Clemens Alfred Rollman

  
	
  Rockwood Specialties Group, Inc.

  
	
   

  
	
  BY: 

  	
  /s/ CLEMENS ALFRED ROLLMAN

  	
   

  
	
   

  	
  Clemens Alfred Rollman

  
	
  Sachtleben Corporation

  
	
   

  
	
  BY: 

  	
  /s/ CLEMENS ALFRED ROLLMAN

  	
   

  
	
   

  	
  Clemens Alfred Rollman

  
	
  Deukalion
  Einhundertvierundzwanzigste Vermögensverwaltungs GmbH

  
	
   

  
	
  BY: 

  	
  /s/ CLEMENS ALFRED ROLLMAN

  	
   

  
	
   

  	
  Clemens Alfred Rollman

  
	
  White Pigments Holdings Oy

  	
   

  
	
   

  
	
  BY: 

  	
  /s/ CLEMENS ALFRED ROLLMAN

  	
   

  
	
   

  	
  Clemens Alfred Rollman

  
	
  White Pigments LLC

  	
   

  
	
   

  
	
  BY: 

  	
  /s/ CLEMENS ALFRED ROLLMAN

  	
   

  
	
   

  	
  Clemens Alfred Rollman

  
	
  Kemira Oyj

  	
   

  
	
   

  
	
  BY: 

  	
  /s/ VERENA HÜGEL

  	
   

  
	
   

  	
  Verena Hügel

  	
   

  
					



 


 


53

















 


	
  Kemira Pigments Oy

  	
   

  
	
   

  	
   

  
	
  BY: 

  	
  /s/ VERENA HÜGEL

  	
   

  
	
   

  	
  Verena Hügel

  
	
  Kemira Germany GmbH

  	
   

  
	
   

  	
   

  
	
  BY: 

  	
  /s/ VERENA HÜGEL

  	
   

  
	
   

  	
  Verena Hügel

  
	
  Kemira Specialty Inc.

  	
   

  
	
   

  	
   

  
	
  BY: 

  	
  /s/ VERENA HÜGEL

  	
   

  
	
   

  	
  Verena Hügel

  
	
  Rockwood Specialties Group GmbH

  	
   

  
	
   

  	
   

  
	
  BY: 

  	
  /s/ LEIF
  U. SCHRADER

  	
   

  
	
   

  	
  Leif U. Schrader

  	
   

  
	
  Sachtleben Chemie GmbH

  	
   

  
	
   

  	
   

  
	
  BY: 

  	
  /s/ LORENZO
  MATTHAEI

  	
   

  
	
   

  	
  Lorenzo Matthaei

  	
   

  
				



 


 


54