SHARE PURCHASE AGREEMENT

EXHIBIT 10.1

SHARE PURCHASE AGREEMENT

for the acquisition of

100 % of the Shares in DBT GmbH

dated
December 16, 2006

<PAGE>
2


Table of Contents

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

<PAGE>
3


Index of Defined Terms and Abbreviations

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

<PAGE>
4


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

<PAGE>
5


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

<PAGE>
6


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

<PAGE>
7


List of Exhibits and Disclosure Schedules

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

<PAGE>
8


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

<PAGE>
9


SHARE PURCHASE AGREEMENT

By and between

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

- "Seller" -

and

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

- "Purchaser" -

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

- "Purchaser's Guarantor" -

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

Preamble

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

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

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

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

1. Certain Defined Terms and Abbreviations

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

<PAGE>
10


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

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

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

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

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

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

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

"CET": Central European Time.

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

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

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

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

<PAGE>
11


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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
12


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

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

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

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

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

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

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

<PAGE>
13


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

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

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

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

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

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

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

2. Current Status / Cash Pool / Shareholdings in Purchaser

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

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

<PAGE>
14


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

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

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

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

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

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

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

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

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

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

<PAGE>
15


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

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

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

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

3. Sale and Transfer

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

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

<PAGE>
16


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

4. Purchase Price; Cash Pool Settlement; Payments

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
17


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

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

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

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

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

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

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

(xii) minus the amount of the Termination Costs;

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

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

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

<PAGE>
18


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

4.2 Cash Pool Settlement.

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

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

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

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

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

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

<PAGE>
19


4.3 Payments on the Closing and Adjustments.

4.3.1 Preliminary Purchase Price.

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

4.3.2 Final Purchase Price

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

4.3.3 Cash Pool Balance.

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

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

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

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

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

<PAGE>
20


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

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

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

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

4.5 General Rules for Payments

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

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

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

5. Purchase Price Determination Statements

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

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

<PAGE>
21


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

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

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

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

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

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

<PAGE>
22


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

5.2 Resolution of Disputes

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

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

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

<PAGE>
23


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

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

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

6. Merger Notification; Regulatory Requirements

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

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

<PAGE>
24


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

7. Closing

7.1 Closing Conditions, Change of Control in Purchaser

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

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

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

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

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

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

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

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

<PAGE>
25


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

(v) [intentionally left blank];

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

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

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

(ix) [intentionally left blank];

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

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

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

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

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

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

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

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

<PAGE>
26


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

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

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

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

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

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

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

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

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

<PAGE>
27


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

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

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

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

<PAGE>
28


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

7.1.8 Disclosures in the Deloitte Report.

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

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

<PAGE>
29


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

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

7.2 Closing

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

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

(i) deliver the Purchaser's Confirmation; and

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

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

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

<PAGE>
30


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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
31


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

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

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

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

<PAGE>
32


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

8. Guarantees of the Seller

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

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

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

<PAGE>
33


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

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

<PAGE>
34


8.4 Corporate Status of Group Companies.

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

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

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

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

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

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

8.5 Interests in the Subsidiaries.

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

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

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

<PAGE>
35


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

8.8 IP Rights

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

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

8.8.3 Maintenance. Except as disclosed in Disclosure Schedule 8.8.3 (i)
the Group Companies have duly maintained all Owned