SHALL (ON OR BEFORE 31 DECEMBER 2004) TRANSFER THE
LEGAL AND BENEFICIAL OWNERSHIP OF THE ENTIRE ISSUED SHARE CAPITAL OF FACL TO UK
HOLDINGS, ON THE TERMS AND SUBJECT TO THE CONDITIONS OF A SEPARATE SHARE
PURCHASE AGREEMENT TO EFFECT THE FACL SHARE TRANSFER AND IN PURSUANCE OF
OBLIGATIONS CONTAINED IN THE MASTER AGREEMENT.
5
3.3
GEIH SHALL ENSURE THAT, UNTIL AND INCLUDING
THE TRANSFER DATE, FACL WILL NOT DECLARE, MAKE OR PAY ANY DIVIDEND, CHARGE, FEE
OR OTHER DISTRIBUTION (INCLUDING ANY INTEREST ON ANY UNPAID DIVIDEND, CHARGE,
FEE OR OTHER DISTRIBUTION) (WHETHER IN CASH OR IN KIND) ON OR IN RESPECT OF ITS
SHARE CAPITAL (OR ANY CLASS OF ITS SHARE CAPITAL).
4.
INTEREST
4.1
THE PARTIES ACKNOWLEDGE AND AGREE THAT, ON
THE EFFECTIVE DATE, AN AMOUNT EQUAL TO THE AMOUNT OF THE US GEIH DEBT WILL
BECOME PAYABLE (CONDITIONAL UPON THE TRANSFER DATE OCCURRING) BY GEFA
INTERNATIONAL TO GEIH AND THAT AMOUNT SHALL BE SETTLED BY THE RELEASE BY GEFA
INTERNATIONAL OF THE US GEIH DEBT ON THE APPLICABLE TRANSFER DATE IN ACCORDANCE
WITH THE TERMS OF THIS DEED.
4.2
PENDING THE RELEASE OF THE US GEIH DEBT BY
GEFA INTERNATIONAL ON THE TRANSFER DATE PURSUANT TO CLAUSE 5 OF THIS DEED, GEFA
INTERNATIONAL SHALL PAY TO GEIH INTEREST (THE "GEFA INTERNATIONAL INTEREST") IN
AN AGGREGATE AMOUNT OF:
(A)
THE INITIAL INTEREST AMOUNT; AND
(B)
INTEREST AT THE APPLICABLE RATE ON AN AMOUNT
EQUAL TO THE AMOUNT OF THE US GEIH DEBT,
SUCH PAYMENT TO BE SATISFIED IN ACCORDANCE WITH CLAUSE 4.3 BELOW.
4.3
ON THE TRANSFER DATE:
(A)
GEFA INTERNATIONAL SHALL PAY TO GEIH THE AMOUNT
OF THE GEFA INTERNATIONAL INTEREST ACCRUED BUT UNPAID UP TO AND INCLUDING THE
TRANSFER DATE; AND
(B)
GEIH SHALL PAY TO GEFA INTERNATIONAL THE
AMOUNT OF ANY INTEREST ACCRUED BUT UNPAID IN RESPECT OF THE US GEIH DEBT UP TO
AND INCLUDING THE TRANSFER DATE,
AND THE PARTIES SHALL SATISFY THEIR RESPECTIVE INTEREST PAYMENT OBLIGATIONS
UNDER THIS CLAUSE 4.3 BY SETTING OFF THE RESPECTIVE PAYABLE INTEREST AMOUNTS.
5.
CONDITIONAL RELEASE AND DISCHARGE
5.1
BY WAY OF COMPENSATION TO GEIH FOR THE LOSS
OF THE VALUE OF ITS INVESTMENT IN FACL (IN THE EVENT THAT THE SCHEME OCCURS) OR
(AS THE CASE MAY BE) TO PROVIDE PART OF THE CONSIDERATION FOR THE FACL SHARE
TRANSFER, GEFA INTERNATIONAL AGREES THAT, WITH EFFECT FROM THE TRANSFER DATE,
GEIH SHALL BE FULLY AND IRREVOCABLY RELEASED AND DISCHARGED FROM ANY AND ALL
OBLIGATIONS OR LIABILITIES THAT IT HAS, OR MAY HAVE, TO PAY THE US GEIH DEBT TO
GEFA INTERNATIONAL.
5.2
GEFA INTERNATIONAL SHALL ENSURE THAT UK
HOLDINGS ENTERS INTO THE UK HOLDINGS DEED ON THE DATE HEREOF AND FULLY PERFORMS
ALL OF ITS OBLIGATIONS THEREUNDER.
6
6.
REPRESENTATION AND WARRANTY
Each of the parties hereby represents and warrants to the other that it has full
power, authority and capacity to enter into, and fully to perform all of its
obligations under, this Deed.
7.
ENTIRE AGREEMENT
7.1
THIS DEED AND ANY OTHER DOCUMENTS