Download - Evonik Industries
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"Subsidiary" means at any time any enterprise which was fully consolidated in the latest audited<br />
consolidated financial statements of the Issuer (including any enterprise which would have to be fully<br />
consolidated in such financial statements if at the relevant time such financial statements would be<br />
drawn up, but excluding any enterprise which would no longer have to be fully consolidated in such<br />
financial statements if at the relevant time such financial statements would be drawn up), provided that<br />
no Power Plant SPV shall be treated as a Subsidiary of the Issuer.<br />
"Group" means the Issuer and its Subsidiaries from time to time, taken as a whole.<br />
"Power Plant SPV" means any existing or future entity:<br />
(a) more than 50 per cent. of the share capital and/or voting rights of which are owned directly or<br />
indirectly by the Issuer or which is otherwise controlled, directly or indirectly, by the Issuer<br />
within the meaning of § 17 of the German Stock Corporation Act ; and<br />
(b) (i) which is a special purpose vehicle established for the sole purpose of acquiring,<br />
developing, financing and/or operating a power plant and/or marketing, purchasing and/or<br />
selling any of the power generated by any such power plant; or<br />
(ii) which is an entity acting solely as a partner of a special purpose vehicle referred to under<br />
sub-paragraph (b)(i) above.<br />
"Joint Venture" means any entity, whether a company, unincorporated firm, undertaking, association,<br />
partnership or other entity,<br />
(a) in which the Issuer (directly or indirectly) holds shares or an interest; and<br />
(b) which is not a fully consolidated subsidiary of the Issuer.<br />
"Project Company" means a Subsidiary the shares of which are directly or indirectly held by <strong>Evonik</strong><br />
Degussa, which is a special purpose vehicle established for the sole purpose of developing and<br />
operating a specific project the creditors of which do neither have direct nor indirect recourse to the<br />
Issuer and/or any Principal Member of the <strong>Evonik</strong> Degussa Group or any assets of the Issuer and/or<br />
any Principal Member of the <strong>Evonik</strong> Degussa Group (other than by way of a guarantee, shareholder<br />
loan(s) or Security) and which does not own any other assets than the assets designated for the purpose<br />
of the project.<br />
"Security" means a mortgage, charge, pledge, lien, hypothecation, assignment for security purposes,<br />
transfer of title for security purposes, title retention arrangement or other security interest (dingliche<br />
Sicherheit) securing any obligation of any person or any other agreement or arrangement having a<br />
similar effect.<br />
§ 3<br />
(Rate of Interest and Interest Payment Dates. Accrual of Interest.<br />
Calculation of Interest for Partial Interest Periods.)<br />
(1) Rate of Interest and Interest Payment Dates. The Notes shall bear interest on their principal amount at<br />
the Rate of Interest (as defined below) per annum from, and including, 14 October 2009 (the "Issue<br />
Date") to, but excluding, the Maturity Date (as defined in § 5(1)). Interest shall be payable in arrear on<br />
14 October in each year (each such date, an "Interest Payment Date"). The first Interest Payment<br />
Date shall be 14 October 2010 (the "First Interest Payment Date").<br />
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