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for its customers which reflect the amount of such customer’s interest in the Notes) shall be conclusive
evidence of the nominal amount of the Notes represented by the Temporary Global Note and the
Permanent Global Note and, for these purposes, a statement issued by a ICSD stating the nominal
amount of the Notes so represented at any time shall be conclusive evidence of the records of the
relevant ICSD at that time.
On any redemption or payment of interest being made in respect of, or purchase and cancellation of,
any of the Notes represented by the Temporary Global Note and the Permanent Global Note the Issuer
shall procure that details of such redemption, payment or purchase and cancellation (as the case may
be) in respect of the Temporary Global Note and the Permanent Global Note shall be entered pro rata
in the records of the ICSDs and, upon any such entry being made, the nominal amount of the Notes
recorded in the records of the ICSDs and represented by the Temporary Global Note and the
Permanent Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or
purchased and cancelled.
On an exchange of a portion only of the Notes represented by the Temporary Global Note, the Issuer
shall procure that details of such exchange shall be entered pro rata in the records of the ICSDs.
(6) Noteholders. "Noteholder" means any holder of a proportionate co-ownership or other equivalent
beneficial interest or right in the Notes.
§ 2
(Status. Negative Pledge.)
(1) Status. The obligations under the Notes constitute unsecured and unsubordinated obligations of the
Issuer ranking pari passu among themselves and pari passu with all other unsecured and
unsubordinated obligations of the Issuer, unless such obligations are accorded priority under
mandatory provisions of statutory law.
(2) Negative Pledge. So long as any of the Notes remains outstanding, but only up to the time all amounts
of principal and interest have been placed at the disposal of the Principal Paying Agent, the Issuer
undertakes (i) not to grant any encumbrance in rem over any or all of its present or future assets as
security for any present or future Financial Indebtedness (as defined below) incurred, issued or
guaranteed by the Issuer or by any Principal Member of the Evonik Degussa Group (as defined below),
or by any other person, and (ii) to procure (to the extent legally possible and permissible) that no
Principal Member of the Evonik Degussa Group will grant any encumbrance in rem over any or all of
its present or future assets, as security for any present or future Financial Indebtedness incurred, issued
or guaranteed by the Issuer or by any Principal Member of the Evonik Degussa Group or by any other
person, without at the same time having the Noteholders share equally and rateably in such security.
Any security which may have to be provided pursuant to this § 2(2) may, alternatively, also be
provided to a bank, financial institution or accounting firm of recognised international standing
appointed by the Issuer and acting as trustee for the Noteholders.
The first sentence of this § 2(2) shall not apply in relation to encumbrances granted as security for
Financial Indebtedness:
(a) by a person which becomes a Principal Member of the Evonik Degussa Group or which is
merged with the Issuer or a Principal Member of the Evonik Degussa Group after the Issue Date
(as defined in §3(1)) (i) where such encumbrance (aa) is already in existence at the time such
person becomes a Principal Member of the Evonik Degussa Group or is merged with the Issuer
or a Principal Member of the Evonik Degussa Group, and (bb) is not created in contemplation of
such person becoming a Principal Member of the Evonik Degussa Group (other than by
acquisition and the shares or interest in the acquired entity are pledged or transferred by way of
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