Definition of Third Anniversary Value

Third Anniversary Value means the value (including for the avoidance of doubt the control premium associated with a sale of all of the equity of a company) that would be obtained on the third anniversary of the Effective Date (as defined in the VH2 LLC Agreement) in a sale to an unaffiliated buyer on arm's length terms of all of the equity of Vantico Holdco 2 on a stand-alone basis, if the aggregate consolidated indebtedness of Vantico Holdco 2 were equal to the Notional Refinanced Debt Level, but without taking into account the ongoing burden or benefit of any ongoing arrangements with Holdco 1 or any of its Affiliates (other than, for the avoidance of doubt, the pass through of costs and expenses for materials and services obtained from third parties); provided, however, that in no event shall the aggregate amount of any obligation of Vantico Holdco 2 to make any cash payment in respect of any stock appreciation rights, phantom equity or such other contract rights delivered by Vantico Holdco 2 in respect of any Incentive Payment Amount (as defined in the VH2 LLC Agreement) under Section 3.2 of the VH2 LLC Agreement be taken into account in determining Third Anniversary Value. In all events, the Third Anniversary Value shall take into account the fees and expenses of any investment banking firm engaged by Vantico Holdco 2 or the Issuer under the Warrant.
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