Download - Evonik Industries

(i) made in the ordinary course of business of the disposing entity or if the book value of the
asset disposed does not exceed EUR 50,000,000;
(ii) required by law or any governmental authority or agency;
(iii) of assets in connection with the issue of asset-backed securities for the benefit of any
member of the Group where the recourse of any holder of such securities is limited to the
assets or other security backing those securities and/or any factoring transaction;
(iv) being on arm’s length terms and at least 50 per cent. of the Net Proceeds remain in the
Group for corporate purposes and are not be distributed to the shareholder(s) of the Issuer;
(v) of assets in relation to or in connection with the funding of special purpose vehicles or trusts
assuming the obligation to fulfil pension obligations of any member of the Group (commonly
referred to as contractual trust arrangements/agreements); and/or
(vi) not already permitted under sub-clause (i) to (v) up to, and including, a threshold amount
(Freibetrag) equal to ten (10) per cent. of the Issuer’s consolidated total assets amount of
balance sheet (Konzernbilanzsumme) as of 31 December 2008 (the "Threshold Amount"),
where the assets disposed are charged to the Threshold Amount at their book value,
provided that any such disposal is on arm’s length terms.
For purposes of this sub-clause (vi), the book value of any asset disposed shall be credited
to the Threshold Amount in the chronological order of the relevant asset disposal taking
effect, i.e. closing occurs, and if and to the extent the Threshold Amount is exceeded due
to any asset disposal, the provisions of sub-clause (iv) above shall only apply to that part
of the Net Proceeds equalling the Net Proceeds times the difference by which the relevant
book value exceeds the Threshold Amount divided by the total book value of that asset.
"Net Proceeds" means the proceeds of any asset disposal after deducting:
(i) reasonable fees, costs and expenses incurred by any member of the Group with respect to
that disposal, payable or paid to persons who are not members of the Group;
(ii) any tax incurred and required to be paid by the seller in connection with that disposal (as
reasonably determined by the seller at the point of time of such disposal);
(iii) amounts reasonably retained to cover possible liabilities in connection with a relevant
disposal (as reasonably determined by the seller at the point of time of such disposal); and
(iv) reasonable costs of closure, relocation, reorganisation and restructuring, and reasonable
costs incurred preparing the asset for such disposal as well as any debt of such company
repaid or otherwise eliminated from the balance sheet of that company due to any transfer
of such debt to any member of the Group or due to any waiver of rights
(Forderungsverzicht) in relation to such debt by any member of the Group in connection
with such disposal.
(2) Cured Situations. The right to declare Notes due shall terminate if the situation giving rise to it has
been cured before the right is exercised.
(3) Quorum. In the events specified in §8(1)(b), § 8(1)(c) or § 8(1)(g) any notice declaring Notes due
shall, unless at the time such notice is received any of the events specified in § 8(1)(a), § 8(1)(d),
§ 8(1)(e) or § 8(1)(f) entitling Noteholders to declare their Notes due has occurred, become effective
- 54 -