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The Cookson Facility Agreement terminates on 13 April 2016 and includes customary events upon<br />
which lenders may request mandatory prepayment of amounts due under the Cookson Facility<br />
Agreement.<br />
The Cookson Facility Agreement contains a number of repeating representations and financial<br />
covenants, including financial ratios that Cookson must ensure are complied with on every semiannual<br />
test date. In particular, but without limitation: (i) the ratio of EBITDA to consolidated net<br />
interest (both on a last-12-months basis) shall be equal to or no less than 4.0:1.0; and (ii) the ratio of<br />
consolidated net borrowings to proforma EBITDA for the last 12 months shall be no greater than<br />
3.0:1.0.<br />
The Cookson Facility Agreement includes other customary covenants such as provision of financial<br />
statements and compliance certificates, notification of default, compliance with laws, authorisations<br />
and maintenance of insurance. There are also restrictions on the ability of members of the Cookson<br />
Group to create security, make disposals and acquisitions, enter into mergers or other corporate<br />
reconstructions, change business and incur financial indebtedness, subject to customary carve-outs.<br />
There are also specific carve-outs from the restrictions and covenants allowing for the Demerger<br />
prior to 16 May 2014.<br />
A breach (in excess of materiality thresholds and subject to grace periods) of the terms of the<br />
Cookson Facility Agreement and the connected documents by a member of the Cookson Group,<br />
failure by a borrower under the Cookson Facility to make any payment due on time, insolvency<br />
events in respect of any borrower or guarantor or a Material Subsidiary (as defined in the Cookson<br />
Facility Agreement), cross-default to other debt, a borrower or guarantor ceasing to be the subsidiary<br />
of Cookson and various other customary events will constitute events of default under the Cookson<br />
Facility Agreement. The result of such an event of default is that the Agent may cancel the<br />
commitments of the lenders under the Cookson Facility and declare all loans and other amounts<br />
outstanding immediately due and payable or payable on demand.<br />
13.5 Demerger Agreement<br />
A summary of the terms of the Demerger Agreement is incorporated into this document by reference<br />
to Section A of Part IV of the Cookson Circular and the related definitions contained in Part XIII of<br />
the Cookson Circular.<br />
13.6 Tax Sharing and Indemnification Agreement<br />
A summary of the terms of the Tax Sharing and Indemnification Agreement is incorporated into this<br />
document by reference to Section B of Part IV of the Cookson Circular and the related definitions<br />
contained in Part XIII of the Cookson Circular.<br />
13.7 Transitional Services Agreement<br />
A summary of the terms of the Transitional Services Agreement is incorporated into this document<br />
by reference to Section C of Part IV of the Cookson Circular and the related definitions contained in<br />
Part XIII of the Cookson Circular.<br />
13.8 Alent Material Contracts<br />
Information on Alent’s material contracts is incorporated into this document, by reference to<br />
paragraph 13 of Part XIII: “Additional Information” of the Alent <strong>Prospectus</strong> and the related<br />
definitions contained in Part XV: “Definitions” thereof.<br />
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