This excerpt taken from the ICI 20-F filed Apr 1, 2005.
Part
2
Repayment of Net Debt
1.
FINANCIAL
DEBT OR CASH BALANCE
1.1
In
this Schedule 12 the following expressions (which are additional to those
defined in Clause 1.1 (Defined
terms))
shall have the meanings assigned to them below:
"Dutch
Final Cash Balance Interest"
means an amount equal to the interest on the Dutch Final Cash Balance at:
(a)
Initial
Dutch Rate for the period from and including the Transfer Time up to but
including the day which is 120 days after the Transfer Time; and
(b)
the Increased
Dutch Rate for the period from and including the day which is 121 days after
the Transfer Time up to but excluding the date of payment;
in
each case (accrued daily and compounded annually).
"Dutch
Final Financial Debt Interest"
means an amount equal to the interest on the Dutch Final Financial Debt
at:
(c)
Initial
Dutch Rate for the period from and including the Transfer Time up to but
including the day which is 120 days after the Transfer Time; and
(d)
the Increased
Dutch Rate for the period from and including the day which is 121 days after
the Transfer Time up to but excluding the date of payment;
in
each case (accrued daily and compounded annually).
"Dutch
Intra-Group Borrowings Interest"
means an amount equal to the interest on the Dutch Intra-Group Borrowings
at the rate applicable to such amount owed in accordance with the terms
on which it was lent for the period from and including the Transfer Time
up to but excluding the date of payment;
"Dutch
Intra-Group Lendings Interest"
means an amount equal to the interest on the Dutch Intra-Group Lendings
at the rate applicable to such amount owed in accordance with the terms
on which it was lent for the period from and including the Transfer Time
up to but excluding the date of payment;
"Increased
Dutch Rate"
means, in relation to interest accruing in respect of any day, a rate of
two per cent (2%) per annum above the Initial Dutch Rate;
"Increased
UK Rate"
means, in relation to interest accruing in respect of any day, a rate of
one per cent (1%) per annum above the Initial UK Rate;
"Initial
Dutch Rate"
means, in relation to interest accruing in respect of any day, a rate equivalent
to the prevailing European Central Bank benchmark lending rate as quoted
in the Financial Times;
"Initial
UK Rate"
means, in relation to interest accruing in respect of any day, a rate equivalent
to the prevailing base rate quoted by Barclays Bank plc;
"UK
Final Cash Balance Interest"
means an amount equal to the interest on the UK Final Cash Balance at:
(e)
the Initial
UK Rate for the period from and including the Transfer Time up to but including
the day which is 120 days after the Transfer Time; and
(f)
the Increased
UK Rate for the period from and including the day which is 121 days after
the Transfer Time up to but excluding the date of payment, in each case
accrued daily and compounded annually;
"UK
Final Financial Debt Interest"
means an amount equal to the interest on the UK Final Financial Debt at:
(g)
the Initial
UK Rate for the period from and including the Transfer Time up to but including
the day which is 120 days after the Transfer Time; and
(h)
the Increased
UK Rate for the period from and including the day which is 121 days after
the Transfer Time up to but excluding the date of payment, in each case
accrued daily and compounded annually;
"UK
Intra-Group Borrowings Interest"
means an amount equal to the interest on the UK Intra-Group Borrowings at
the rate applicable to such amount owed in accordance with the terms on
which it was lent for the period from and including the Transfer Time up
to but excluding the date of payment;
"UK
Intra-Group Lendings Interest"
means an amount equal to the interest on the UK Intra-Group Lendings at
the rate applicable to such amount owed in accordance with the terms on
which it was lent for the period from and including the Transfer Time up
to but excluding the date of payment;
1.2
The
"UK
Net Debt Interest Adjustment" shall
be the amount by which (i) the sum of the UK Final Financial Debt Interest
and the UK Intra-Group Borrowings Interest is greater than or less than
(ii) the sum of the UK Final Cash Balance Interest and the UK Intra-Group
Lendings Interest.
1.3
The
"Dutch
Net Debt Interest Adjustment"
shall be the amount by which (i) the sum of the Dutch Final Financial Debt
Interest and the Dutch Intra-Group Borrowings Interest is greater than or
less than (ii) the sum of the Dutch Final Cash Balance Interest and the
Dutch Intra-Group Lendings Interest.
2.
INTRA-GROUP
LENDINGS AND BORROWINGS
2.1
Within
five Business Days of the agreement or determination of the Closing Net
Debt Statement:
(a)
in the
case of any UK Intra-Group Borrowings or Dutch Intra-Group Borrowings, the
Purchaser shall procure that the amount of such payable, together with the
aggregate of the interest on each amount owed to Ergon or any other member
of the ICI Group comprised in such UK Intra-Group Borrowings or Dutch Intra-Group
Borrowings at the rate applicable to such amount owed in accordance with
the terms on which it was lent for the period from and including the Transfer
Time up to but excluding the date of payment,
shall
be paid by the Purchaser or the relevant Company to Ergon (on behalf of
itself or the other member(s) of the ICI Group to which such payable is
owed); and
(b)
in the
case of any UK Intra-Group Lendings or Dutch Intra-Group Lendings, Ergon
shall procure that the amount of such receivable, together with the aggregate
of the interest on each amount owed by Ergon or any other member of the
ICI Group comprised in such UK Intra-Group Lendings or Dutch IntraGroup
Lendings at the rate applicable to such amount owed in accordance with terms
on which it was lent for the period from and including the Transfer Time
up to but excluding the date of payment, shall be paid by Ergon or the relevant
other member of the ICI Group to the Purchaser (on behalf of the Company
to which such receivable is owed).
2.2
Where
any payments are to be made pursuant to Paragraphs 2.1(a) or 2.1(b) on the
same date by the Purchaser (on behalf of itself or the relevant member of
the Purchaser's Group) to Ergon (on behalf of itself or the relevant member
of the ICI Group) or by Ergon (on behalf of itself or the relevant member
of the ICI Group) to the Purchaser (on behalf of itself or the relevant
member of the Purchaser's Group) as the case may be, such payments shall
be aggregated (unless applicable local regulations require the payment concerned
to be made in the relevant jurisdiction between the relevant parties) and
the net amount due from the Purchaser to Ergon or Ergon to the Purchaser
(or to any other relevant member of their respective Groups) shall be paid.
Notwithstanding any aggregation or netting of payments against each other,
each of Ergon on the one hand, and the Purchaser, on the other hand, undertakes
to the other that they shall, after the making of such payments, formally
record and allocate each payment as such separate transactions as are necessary
to ensure that such member receives and pays all amounts which would have
been received or paid on its behalf by the Purchaser or Ergon (or any other
relevant member of their respective Groups) had the payments envisaged by
Paragraphs 2.1(a) or 2.1(b) been made individually.
