0001193125-06-251340 Sample Contracts

VOTING TRUST AGREEMENT RELATING TO SHARES OF ROCKWOOD HOLDINGS, INC.
Voting Trust Agreement • December 12th, 2006 • Wells Fargo & Co/Mn • National commercial banks • New York

THIS VOTING TRUST AGREEMENT (the “Agreement”) is made and entered into as of January 11,2006, by and among DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-I, 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., MBP III Plan Investors, L.P (collectively, the “DLJ Entities”), Wells Fargo Bank, N.A., as trustee (together with its successors in such capacity, the “Trustee”) and Credit Suisse First Boston LLC (“CSFB”).

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