MASTER AGREEMENT REGARDING THE TITANIUM DIOXIDE JOINT VENTURE

Joint Venture JV Agreement

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ROCKWOOD HOLDINGS, INC. | ROCKWOOD SPECIALTIES GROUP, INC

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Title: MASTER AGREEMENT REGARDING THE TITANIUM DIOXIDE JOINT VENTURE
Date: 8/6/2008
Industry: Chemical Manufacturing Sector: Basic Materials

Exhibit 10.1

ROCKWOOD SPECIALTIES GROUP, INC.

AND

KEMIRA OYJ

MASTER AGREEMENT REGARDING THE

TITANIUM DIOXIDE JOINT VENTURE

TABLE OF CONTENTS

1.	Preamble	9

2.	Transaction Framework	11

3.	Carve-Out of the Rockwood Water Business	15

4.	Termination of the Upstream Enterprise Agreement	16

5.	Third Party Financing	18

6.	Conditions Precedent and Closing	18

7.	Due Diligence	20

8.	Adjustment of the Shareholding Split	21

9.	Regulatory Approval	22

10.	Covenants	24

11.	Rescission Right	27

12.	Joint and Several Liability	29

13.	Confidentiality	29

14.	Costs	29

15.	Miscellaneous	30

16.	Authorised Agent	33

17.	Severability	34

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DEFINITIONS

In this Agreement

“ Affiliate ”		shall have the meaning given to it in section 1.7;

“ Agreement ”		shall mean this master agreement;

“ Business Days ”		shall have the meaning given to it in section 6.3;;

“ Closing ”		shall have the meaning given to it in section6.3;

“ Closing Date ”		shall have the meaning given to it in section 6.3;

“ Covenanted Agreement ”		shall have the meaning given to it in section 10.1.1(k);

“ Downstream Enterprise Agreement ”		shall have the meaning given to it in section 3.2(d);

“ Due Diligence ”		shall have the meaning given to it in section 7.1;

“ E&Y ”		shall have the meaning given to it in section 8.6;

“ ECMR ”		shall have the meaning given to it in section 6.2(a);

“ Equity Value Split ”		shall have the meaning given to it in section 8.1;

“ Existing Intercompany Receivable ” and “ Existing Intercompany Receivables ”		shall have the meaning given to it in section 2.2.1;

“ Financial Information and Valuation ”		shall have the meaning given to it in section 1.5;

“ Finnish HoldCo ”		shall have the meaning given to it in the deed caption;

“ Functional Additive Business ”		shall have the meaning given to it in section 1.1:

“ IDW ”		shall have the meaning given to it in section 8.6;

“ Implementation Agreement ”		shall have the meaning given to it in section 2.1.1;

“ Intercompany Receivables ”		shall mean any receivable by Kemira and its Affiliates or Rockwood and its Affiliates against JV Group Companies other than receivables from the delivery of goods or provision of services at arms’ length or created through a Breach of the No Leakage Provisions pursuant to the Implementation Agreement;

“ Joint Venture ”		shall have the meaning given to it in section 2.1.1;

“ JV Agreement ”		shall have the meaning given to it in section 2.1.2;

“ JV Group Company” and “JV Group Companies ”		shall have the meaning given to it in section 1.7(a);

“ JV US ”		shall have the meaning given to it in the deed caption;

“ JV Europe ”		shall have the meaning given to it in the deed caption;

“ JV Europe Interim Financial Statements ”		shall have the meaning given to it in section 4.3;

“ Kemira ”		shall have the meaning given to it in the deed caption;

“ Kemira Divident ”		shall have the meaning given to it in section 2.2.1(d);

“ Kemira Germany ”		shall have the meaning given to it in the deed caption;

“ Kemira Inc. ”		shall have the meaning given to it in the deed caption;

“ Kemira TiO2 ”		shall have the meaning given to it in the deed caption;

“ Kemira TiO2 Pigments Business ”		shall have the meaning given to it in section 1.1;

“ Letter of Intent ”		shall have the meaning given to it in section 1.4;

“ Loss Amount ”		shall have the meaning given to it in section 4.3;

“ Material Adverse Effect ”		shall have the meaning given to it in section 11.1(a);

“ Maybrook ”		shall have the meaning given to it in section 1.3(b);

“ Party ” and “ Parties ”		shall have the meaning given to them in the deed caption;

“ Profit Amount ”		shall have the meaning given to it in section 4.3;

“ Refinancing ”		shall have the meaning given to it in section 5.1;

“ Regulatory Approval ”		shall have the meaning given to it in section 9.1;

“ Rescission Notice ”		shall have the meaning given to it in section 11.1;

“ Rockwood ”		shall have the meaning given to it in the deed caption;

“ Rockwood Germany ”		shall have the meaning given to it in the deed caption;

“ Rockwood Holdings ”		shall have the meaning given to it in the deed caption;

“ RockwoodTiO2 Pigments Business”		shall have the meaning given to it in section 1.1;

“ Rockwood Water Business ”		shall have the meaning given to it in section 1.1;

“ Sachtleben ”		shall have the meaning given to it in the deed caption;

“ Sachtleben Corp ”		shall have the meaning given to it in the deed caption;

“ Shareholding Split ”		shall have the meaning given to it in section2.1.3;

“ Structure Paper ”		shall have the meaning given to it in section 2.4.1;

“ TiO2 Pigments Business ” and “ TiO2 Pigments Businesses ”		shall have the meaning given to it in section 1.1;

“ Transaction ”		shall have the meaning given to it in section 1.6;.

“ Upstream Enterprise Agreement ”		shall have the meaning given to it in section 4.1

“ Water Business Carve-Out ”		shall have the meaning given to it in section 3.1 ;

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LIST OF ANNEXES

Annex 1.2(a)		Shareholdings of JV Europe;

Annex 1.5		Financial Information and Valuation;

Annex 2.4.1		Structure Paper by Deloitte & Touche;

Annex 3.2		Term sheets for service agreement);

Annex 6.3		Closing Memorandum;

Annex 8.2		Sample Calculation of adjustment of Shareholding Split

Annex 8.6		Instructions for the Independent Expert;

Annex 10.1.1		Disclosure against Covenants;

Annex 10.1.1(k)		Definition of Covenanted Agreements;

Annex 10.2.1		Existing Affiliate Agreements; and

Annex 14		Estimated advisor costs.

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MASTER AGREEMENT

THIS AGREEMENT IS MADE ON 21 MAY 2008 BY AND AMONG

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

	hereinafter referred to as “ Rockwood Holdings ”;

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

	hereinafter referred to as “ Rockwood ”;

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

	hereinafter referred to as “ Rockwood Germany ”;

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

	hereinafter referred to as “ Sachtleben ”;

(e)	Sachtleben Corporation, a Delaware corporation with business address 140 Grand Street, Suite 400, White Plains, NY 10601, USA

	hereinafter referred to as “ Sachtleben Corp ”;

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

	hereinafter referred to as “ JV Europe ”

(g)	White Pigments Holding Oy, a limited liability company under establishment, Finland, with business identification number

	hereinafter referred to as “ Finnish HoldCo ”;

(h)	White Pigment LLC, a Delaware limited liability company with business address at 100 Overlook Center, Princeton, NJ 08540, USA

	hereinafter referred to as “ JV US ”;

(i)	Kemira Oyj, Porkkalankatu 3, FI-00180 Helsinki, Finland, with business identification number 0109823-0

	hereinafter referred to as “ Kemira ”;

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

	hereinafter referred to as “ Kemira TiO2 ”;

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

	hereinafter referred to as “ Kemira Germany ”;

	and

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

	hereinafter referred to as “ Kemira Inc. ”.

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

NOW IT IS HEREBY AGREED:

1. PREAMBLE

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

1.2 Rockwood currently operates its TiO2 Pigments Business (and the Rockwood Water Business) through

(a) its indirect German subsidiary Sachtleben, which currently directly and indirectly owns shares in the entities as set out in Annex 1.2(a) ; and

(b) its indirect US subsidiary Sachtleben Corp.

1.3 Kemira currently operates its TiO2 Pigments Business through

(a) (i) its direct Finnish subsidiary Kemira TiO2 (which has no further subsidiaries);

(ii) certain assets owned by Kemira Germany (including certain intellectual property and the Oberhausen technology centre); and

(iii) certain sales offices operated and owned by certain of Kemira’s Affiliates (as defined below); and

(b) its direct US subsidiary Kemira Inc., which, in turn, is the sole shareholder of Maybrook, Inc., having its principal place of business at 570 Broadway, Lawrence, Massachusetts, USA (“ Maybrook ”).

1.4 In order to jointly pursue future business opportunities in the field of the production and marketing of titanium dioxide pigments, Rockwood and Kemira intend to combine their

TiO2 Pigments Businesses by forming a joint venture. On 17/23 January 2008, Rockwood and Kemira have, therefore, entered into a Letter of Intent setting out the principal terms and conditions relating to the joint venture (the “ Letter of Intent ”) which Letter of Intent will be superseded by this Agreement and the agreements entered into on the basis of this Agreement. To the extent required, the implementation of this Transaction has been duly authorised by all relevant corporate bodies of the Parties.

1.5 In the Letter of Intent, Rockwood and Kemira have, on the basis of the financial and tax position of the TiO2 Pigments Businesses of Rockwood and Kemira as such financial and tax positions is reflected in (i) the actual financial information (EBITDA and net debt) for the fiscal years 2004 to 2007; and (ii) the respective projections (EBITDA and net debt) for the fiscal years 2008 to 2010 as set out in more detail in Annex 1.5 (such financial information and valuation, the “ Financial Information and Valuation ”) agreed on a valuation of their respective TiO2 Businesses and shareholding split between Rockwood and Kemira in the joint venture of 61 per cent and 39 per cent, respectively.

1.6 By entering into this Agreement the Parties intend to agree on the structure of the joint venture and the transactions to be implemented in order to establish the joint venture (such transactions as they are described in more detail in this Agreement collectively, the “ Transaction ”) as well as the contractual terms and conditions governing the joint venture.

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

(a) with respect to Rockwood Holdings, Rockwood, Rockwood Germany and Kemira shall exclude JV Group Companies (“ JV Group Companies ” defined as including only JV Europe, Sachtleben, Finnish HoldCo, Kemira TiO2, JV US, Sachtleben Corp, Kemira Inc. and Maybrook, Sachtleben Trading (Shanghai) Company Limited, each a “ JV Group Company ”) as well as JV Europe’s direct and indirect subsidiaries and shareholdings; and

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

2. TRANSACTION FRAMEWORK

2.1 Structure of the Joint Venture

2.1.1 Subject to the terms and conditions of this Agreement, in particular the conditions precedent set forth in section 6, the Parties agree on JV Europe and JV US being the jointly operated joint venture companies (collectively, the “ Joint Venture ”) and, in order to establish the Joint Venture, the Parties have agreed that, pursuant to the terms and conditions of a certain Share and Asset Purchase and Transfer Agreement (the “ Implementation Agreement ”) signed on the date hereof:

(a) Rockwood Germany shall transfer 39 per cent of the issued and outstanding shares of JV Europe to Kemira;

(b) Rockwood Germany shall transfer 100 per cent of the issued and outstanding shares of Sachtleben to JV Europe;

(c) Kemira shall transfer the 100 per cent of the issued and outstanding shares of Kemira TiO2 to Finnish HoldCo (the wholly owned subsidiary of JV Europe);

(d) Kemira shall transfer or cause the transfer of the Kemira Oberhausen Assets (as defined in the Implementation Agreement) to JV Europe;

(e) additionally, with respect to the joint venture in the United States

(i) Rockwood shall transfer the 100 per cent of the issued and outstanding shares of Sachtleben Corp and Kemira shall transfer 100 per cent of the issued and outstanding shares of Kemira Inc. to JV US,

(ii) in exchange for

(1) Rockwood receiving limited liability company interest of JV US representing 61 per cent of the total issued and outstanding limited liability company interest; and

(2) Kemira receiving a combination of limited liability company interest of JV US representing 39 per cent of the total issued and outstanding limited liability company interest and an Intercompany Receivable in a principal amount of app. EUR 6,400,000.00 against JV US (as set out in section 3.4.5 of the Implementation Agreement).

2.1.2 The Joint Venture shall be governed by a certain Shareholders’ and Joint Venture Agreement (the “ JV Agreement ”) signed on the date hereof and the Statutes (as defined in the JV Agreement).

2.1.3 Following the completion of the Transaction, but subject to any adjustment agreed among the Parties,

(a) Rockwood Germany shall hold 61 per cent of the registered share capital of JV Europe and the issued and outstanding shares of JV US; and

(b) Kemira shall hold 39 per cent of the registered share capital of JV Europe and the issued and outstanding shares of JV US

(such allocation of shares, the “ Shareholding Split ”).

2.2 Intercompany Receivables

2.2.1 The Parties estimate that on the date hereof:

(a) Rockwood Germany has intercompany receivables against JV Europe in the total amount of app. EUR 325,000,000.00; and

(b) Kemira has Intercompany Receivables against Kemira TiO2 in the total amount of app. EUR 51,700,000.00;

(c) Kemira has Intercompany Receivables in the USD equivalent of app. EUR 600,000.00 against Kemira Inc.

(these Intercompany Receivables as well as all Intercompany Receivables evolving until the Closing Date against the JV Group Companies, each an “ Existing Intercompany Receivable ” and collectively, the “ Existing Intercompany Receivables ”).

(d) Kemira TiO2 shall further be entitled to declare an amount of EUR 2,100,000.00 as dividend to Kemira (the “ Kemira Dividend ”), which shall not be paid in cash, but shall increase the Existing Intercompany Receivables of Kemira.

2.2.2 Subject to ( aufschiebend bedingt ) to the Closing occurring:

(a) Rockwood Germany hereby waives (and procures that its Affiliates waive) the amount of any Existing Intercompany Receivables that exceed EUR 183,000,000.00;

(b) Kemira hereby waives (and procure that its Affiliates waive)

(i) any amounts of Existing Intercompany Receivables against JV Europe and its direct and indirect subsidiaries exceeding EUR 110,000,000.00; as well as

(ii) any amounts of Existing Intercompany Receivable within the meaning of section 2.2.1(c) that exceed EUR 7,000,000.00 (established by reference to the exchange rate used by Kemira for converting Intercompany Receivables for its accounting);

but provided that, (x) if the aggregate of (i) and (ii) before such waiver amounted to no more than EUR 117,000,000.00 but a waiver would have to be effected under either (i) or (ii) then no waiver shall be effected under this section 2.2.2(b), and (y) if the waivers contemplated under (i) and (ii) would reduce the total amount of Existing Intercompany Receivables to less than EUR 117,000,000.00, then the waiver under this section 2.2.2(b) shall only relate to an amount that reduces the total amount to EUR 117,000,000.00 (first waiving any Existing Intercompany Receivables against Kemira Inc. and its subsidiaries that exceed EUR 7,000,000.00 and then waiving all remaining amounts proportionally), but provided in case of each (x) and (y) the Parties shall amend the settlement of the purchase price and payments into the capital reserves pursuant to the Implementation Agreement in a way that arrives at or preserves the Existing Intercompany Receivables at the level of EUR 117,000,000.00 in the aggregate.

2.2.3 At the Closing, pursuant to section 3 of the Implementation Agreement, the purchase prices will be settled and certain contributions into the capital reserves in a way that establish (or in the case of Rockwood Germany’s Intercompany Receivables, preserve) the following Intercompany Receivables (as set out in section 3.5 of the Implementation Agreement):

(a) Rockwood Germany’s Intercompany Receivables will consist of

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

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

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

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

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

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

Neither Kemira, Rockwood Germany nor any of their respective Affiliates shall after consummation of the Closing have any other Intercompany Receivables against any JV Group Company and shall waive or procure that their Affiliates waive any such receivables.

2.3 Minimum Cash Level

2.3.1 Immediately prior to the Closing,

(a) Kemira TiO2 and Kemira Inc. as well as their subsidiaries shall have a minimum amount of cash and cash equivalents (“ Cash ”) in the amount of EUR 550,000.00; and

(b) Sachtleben and its consolidated direct and indirect subsidiaries shall have a minimum of Cash in the amount of EUR 1,311,000.00.

2.3.2 To the extent the amount of Cash at Closing at either Kemira TiO2 or Sachtleben falls short of the levels set out in section 2.3.1, then as soon as practicable after the Closing having occurred Kemira or Rockwood, as the case may be, shall pay to JV Europe the shortfall on a Euro per Euro or as applicable Dollar per Dollar basis.

2.4 Covenant to Cooperate

2.4.1 The Parties shall cooperate with each other in good faith and undertake to exercise their rights as shareholders or in such other capacity, as the case may be, to the effect that the transactions provided for herein and in the Implementation Agreement as well as any additional measures provided for in the step paper of Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft dated 21 May 2008 attached to this Agreement as Annex 2.4.1 (the “ Structure Paper ”, but provided that no Party may rely on the advice contained therein to a greater extent than permitted (if at all) under the terms of the retainer agreed with Deloitte & Touche GmbH) are implemented as set forth therein and otherwise without undue delay.

2.4.2 In addition, the Parties shall cooperate in good faith to establish the level of Intercompany Receivables set out in section 2.2, and in the event that such level after the implementation of the Transaction has not been achieved take all commercially reasonable steps to establish such level of Intercompany Receivables.

3. CARVE-OUT OF THE ROCKWOOD WATER BUSINESS

3.1 The Rockwood Water Business currently operated by JV Europe and JV Europe’s direct and indirect subsidiaries MIWAC Mitteldeutsche Wasserchemie GmbH and Ekokemi GmbH will be carved out prior to the Closing Date (the “ Water Business Carve-Out ”), currently planned to become effective on 1 July 2008.

3.2 Rockwood Germany and Sachtleben plan to effect the Water Carve-Out and in particular implement the following:

(a) an asset deal in which Ekokemi GmbH, a direct subsidiary of Sachtleben, shall acquire assets including working capital (but not Cash) owned by Sachtleben relating to the Rockwood Water Business;

(b) a share deal in which an indirect subsidiary of Rockwood Germany, currently named iSiltec Innovative Silicon Technologies GmbH and intended to be renamed into Sachtleben Wasserchemie GmbH, shall acquire all shares in Ekokemi GmbH as well as (direct and indirect) shareholdings in MIWAC Mitteldeutsche Wasserchemie GmbH and the purchase price receivable of Sachtleben resulting from lit.(a);

(c) implementation of service agreements between Sachtleben and the carved-out Rockwood Water Business on the basis of the term sheets contained in Annex 3.2 ;

(d) the termination of the profit and loss equalisation agreement between JV Europe and MIWAC Mitteldeutsche Wasserchemie GmbH (the “ Downstream Enterprise Agreement ”).

Rockwood Germany shall implement the Water Carve-Out in close consultation with Kemira to the extent necessary to achieve the effects under this section 3.2.

3.3 The Parties are in agreement that the Water Business Carve-Out shall occur in a way that is financially neutral for the JV Group Companies, i.e. the JV Group Companies shall, after Closing, be in the same position in which they would have been had the Rockwood Water Business not been part of Sachtleben and its direct and indirect subsidiaries. Without limiting the generality of the foregoing, any positive net effects of the Water Carve-Out occurring after the Effective Date as defined in the Implementation Agreement shall only be offset against Rockwood Germany’s Existing Intercompany Receivables.

3.4 Rockwood Germany shall indemnify JV Europe and its Subsidiaries, and Rockwood shall indemnify JV US and its Subsidiaries, against any claims relating to or arising in connection with the Water Business Carve-Out and/or Rockwood’s Water Business. This shall apply similarly with respect to any and all liabilities or obligations related to Rockwood’s Water Business that are, for whatever reason, not transferred from JV Europe to Rockwood or one of its direct or indirect Affiliates (other than the JV Group Companies) in the course of the Water Business Carve-Out.

3.5 Rockwood shall procure that the Water Business Carve-Out is implemented as soon as reasonably practicable after the date hereof.

4. TERMINATION OF THE UPSTREAM ENTERPRISE AGREEMENT

4.1 Prior to the Closing Date and subject to satisfaction of the conditions precedent set forth in sections 6.2 the profit and loss equalisation agreement currently existing between JV Europe and Rockwood Germany (the “ Upstream Enterprise Agreement ”) will be terminated with effect as of the Closing Date. Following the implementation of the termination of the Upstream Enterprise Agreement, Rockwood and Kemira shall change the fiscal year of JV Europe again such that it shall end on December 31 of any given calendar year. The period between the Closing Date and December 31, 2008 shall be another stub-fiscal year.

4.2 The Parties are in agreement that the termination of the Upstream Enterprise Agreement shall be financially neutral for JV Europe and that Rockwood and JV Europe will treat each other and put each other into such position (from an economical point of view) as if the Upstream Enterprise Agreement had already been terminated with effect as of December 31, 2007, irrespective of if and when it is actually terminated. Rockwood Germany shall in particular indemnify and hold Kemira and/or JV Europe, as the case may be, harmless from and against all liabilities, losses and obligations and reimburse Kemira and/or JV Europe, as the case may be, for all reasonable expenses incurred by Kemira and/or JV Europe which relate to or arise out of the Upstream Enterprise Agreement to the extent it was in force after December 31, 2007. Notwithstanding the generality of the foregoing, the Parties agree on the following:

4.3 As promptly as practicable but in any event within two months after the Closing Date, JV Europe shall prepare and deliver to the Parties financial statements of JV Europe as per the end of the stub fiscal year (i.e. for the time period from the Effective Date until the Clos

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