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security or otherwise encumbered) or being merged with the Issuer or a Principal Member of the
Evonik Degussa Group and (ii) where the principal amount secured is not increased after 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;
(b) affecting any asset acquired, including any assets of any acquired entity, by the Issuer or a
Principal Member of the Evonik Degussa Group after the Issue Date where such encumbrance is
already in existence at the time of such acquisition and where the principal amount secured is not
increased after such acquisition or created in connection with such acquisition or which do not
exceed the aggregate amount of the granted security for Financial Indebtedness as of the date of
such acquisition;
(c) already granted by the Issuer or any Principal Member of the Evonik Degussa Group and
existing on the Issue Date or which do not exceed the aggregate amount of the granted security
for Financial Indebtedness as of the Issue Date;
(d) in connection with local facilities for operational purposes of the Issuer and/or any Principal
Member of the Evonik Degussa Group in jurisdictions where it is not legally feasible or, due to
implications of local tax laws or due to the availability of borrowed money in connection with state
subsidies, commercially viable to fund such operational purposes from cash management
arrangements of the Group (as defined below);
(e) arising by operation of law (kraft Gesetzes) in the ordinary course of business or which are to be
granted by reason of a statutory claim (gesetzlicher Anspruch) pursuant to the German Stock
Corporation Act (Aktiengesetz) or pursuant to the German Transformation Act
(Umwandlungsgesetz) or pursuant to similar provisions of other jurisdictions;
(f) established pursuant to general business conditions (Allgemeine Geschäftsbedingungen) used by
a credit institution the Issuer or a Principal Member of the Evonik Degussa Group maintains a
business relationship with, however, excluded are such encumbrances granted as security which
result from the decline of the creditworthiness of the Issuer or of any Principal Member of the
Evonik Degussa Group, as the case may, (commonly referred to as providing subsequent security
(Nachbesicherung));
(g) over or affecting the shares or interest of the Issuer or any Principal Member of the Evonik
Degussa Group in a Joint Venture (as defined below) or Project Company (as defined below) or
any shareholder’s rights and claims related to such shares or interest (including dividend claims
and liquidation proceeds claims) granted to secure solely Financial Indebtedness of the relevant
Joint Venture or the relevant Project Company or over or affecting assets of a Joint Venture or
Project Company; or
(h) securing Financial Indebtedness the amount of which (when aggregated with the amount of any
other Financial Indebtedness which has the benefit of security granted by a member of the Issuer
and/or any Principal Member of the Evonik Degussa Group and which has been created in
reliance on this § 2(2)(h)) does not exceed EUR 250,000,000 or its equivalent in another
currency or currencies at any time.
"Financial Indebtedness" means:
(a) the outstanding principal amount of all money borrowed from credit institutions;
(b) the outstanding principal amount of any certificates of indebtedness (Schuldscheine) issued after
the Issue Date; and
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