BE CONSUMMATED AS SOON AS
PRACTICABLE FOLLOWING THE ENTRY OF THE SALE ORDER (AND IN ANY CASE PRIOR TO THE
END DATE).
IF ANY LITIGATION IS INSTITUTED OR OBJECTION MADE (OR THREATENED IN
WRITING TO BE INSTITUTED OR MADE) CHALLENGING THAT ANY TRANSACTION CONTEMPLATED
BY THIS AGREEMENT IS IN VIOLATION OF ANY APPLICABLE COMPETITION/INVESTMENT LAW,
THEN EACH OF THE PARTIES AND GUARANTOR SHALL REASONABLY COOPERATE AND USE ITS
REASONABLE BEST EFFORTS TO CONTEST AND RESIST SUCH LITIGATION OR RESOLVE ANY
SUCH OBJECTIONS, AND TO HAVE VACATED, LIFTED, REVERSED OR OVERTURNED ANY DECREE,
WHETHER TEMPORARY, PRELIMINARY OR PERMANENT, THAT IS IN EFFECT AND THAT
PROHIBITS, PREVENTS OR RESTRICTS CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT, INCLUDING BY PURSUING ALL REASONABLY AVAILABLE AVENUES OF
ADMINISTRATIVE AND JUDICIAL APPEAL AND ALL REASONABLY AVAILABLE LEGISLATIVE
ACTION, UNLESS, BY MUTUAL AGREEMENT, THE PARTIES AND GUARANTOR DECIDE THAT
LITIGATION IS NOT IN THEIR RESPECTIVE BEST INTERESTS.
FOR PURPOSES OF THIS
SECTION 5(B)(VI) AND SECTION 5(B)(IV), REASONABLE BEST EFFORTS SHALL REQUIRE
THAT GUARANTOR, BUYERS OR THEIR RESPECTIVE AFFILIATES SHALL, TO THE EXTENT
REQUIRED TO RESOLVE OBJECTIONS AS MAY BE ASSERTED BY ANY GOVERNMENTAL ENTITY
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT UNDER ANY
APPLICABLE COMPETITION/INVESTMENT LAW, DIVEST THEIR INTEREST IN LOUISIANA
PIGMENT COMPANY, L.P. ("LPC") TO ITS PARTNER OR ANOTHER PERSON AT A DISCOUNT TO
FAIR VALUE AND SHALL FURTHER AGREE THAT, WITH RESPECT TO LPC, BUYERS, GUARANTOR
OR THEIR RESPECTIVE AFFILIATES WILL ENTER INTO REASONABLE LONG-TERM SUPPLY
AGREEMENTS OR TOLLING AGREEMENTS FOR ITS PORTION OF THE TITANIUM DIOXIDE
PRODUCED BY LPC TO OR WITH AN INDEPENDENT THIRD PARTY; ESTABLISH PROTECTIONS TO
ENSURE THAT BUYERS, GUARANTOR OR THEIR RESPECTIVE AFFILIATES OBTAIN NO
COMPETITIVELY SENSITIVE INFORMATION OF THE OTHER OWNER OF LPC; AND/OR EXTEND ON
CURRENT TERMS OR CANCEL EXISTING CUSTOMER CONTRACTS FOR BUYERS', GUARANTOR'S OR
THEIR RESPECTIVE AFFILIATES' PORTION OF TITANIUM DIOXIDE PRODUCED BY LPC.
IN
FURTHERANCE OF THE PRECEDING SENTENCE, (A) BUYERS SHALL ENGAGE, WITHIN FOURTEEN
DAYS OF THE DATE HERETO, A NATIONALLY RECOGNIZED INVESTMENT BANK WITH EXPERIENCE
IN ASSET SALES TO MARKET THE SALE OF BUYERS', GUARANTOR'S OR THEIR RESPECTIVE
AFFILIATES' INTEREST IN LPC, AND (B) BUYERS AND GUARANTOR SHALL USE REASONABLE
BEST EFFORTS, PRIOR TO THE ENTRY OF THE SALE ORDER, TO ENTER INTO A LETTER OF
INTENT WITH ITS PARTNER IN LPC OR A BONA FIDE THIRD PARTY PURCHASER (EACH, A
"POTENTIAL PURCHASER"), TO SELL THE LPC INTERESTS TO SUCH POTENTIAL PURCHASER,
CONDITIONED UPON THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, ENTRY INTO DEFINITIVE DOCUMENTATION WITH SUCH POTENTIAL PURCHASER AND
OTHER CUSTOMARY CONDITIONS, UNLESS BASED ON (1) THE PARTIES' AND GUARANTOR'S
DISCUSSIONS WITH GOVERNMENTAL ENTITIES, (2) THE ARGUMENTS OF THE PARTIES AND
GUARANTOR IN FAVOR OF EXPIRATION OF THE WAITING PERIOD UNDER THE HSR ACT, AND
(3) FACTS THEN AVAILABLE TO THE PARTIES, IT IS REASONABLY LIKELY THAT THE
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WAITING PERIOD UNDER THE HSR ACT WILL EXPIRE ON OR PRIOR TO THE END DATE;
PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO REQUIRE GUARANTOR,