AMENDMENT NO. 2 TO THE STOCKHOLDERS AGREEMENT
THIS AMENDMENT NO. 2 TO THE STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of December 20, 2010, in entered into by and among Rockwood Holdings, Inc. (the “Company”), KKR 1996 Fund, L.P. (“1996 Fund”), KKR Partners II, L.P. (“KKR II”), KKR Millennium Fund, L.P. (“KKR Millennium”), KKR Partners III, L.P. (“KKR III”), KKR European Fund, Limited Partnership (“KKR European” and together with 1996 Fund, KKR II, KKR Millennium, and KKR III, the “KKR Entities”) and DLJ Merchant Banking Partner s III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (collectively, the “DLJ Entities”). Each of the KKR Entities and the DLJ Entities are referred to individually as a “Stockholder” and, collectively, as the “Stockholders”.
WHEREAS, the Stockholders are party to that certain Stockholders Agreement dated as of July 29, 2004, as amended by the Amendment to Stockholders Agreement and Waiver dated as of January 27, 2006 (the “Agreement”); and
WHEREAS, the Company and each of the Stockholders desire to amend the Agreement with respect to the matters set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:
1. Section 3.3 is hereby deleted.
2. For the avoidance of doubt, all references to Section 3.3 in the Agreement shall also be deleted and all other section numbers contained in the Agreement shall remain unchanged.
3. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
4. This Amendment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one Amendment.
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