renamed White Pigments
Holding GmbH
hereinafter referred to as "JV Europe";
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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".
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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