CALCULATION OF INTEREST
14.1
ABSENCE OF QUOTATIONS
Subject to Clause 14.2 (Market disruption), if LIBOR is to be determined by
reference to the Reference Banks but a Reference Bank does not supply a
quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall
be determined on the basis of the quotations of the remaining Reference Banks.
14.2
Market disruption
(A)
IF A MARKET DISRUPTION EVENT OCCURS IN
RELATION TO A LOAN FOR ANY INTEREST PERIOD, THEN THE RATE OF INTEREST ON EACH
LENDER'S SHARE OF THAT LOAN FOR THE INTEREST PERIOD SHALL BE THE RATE PER ANNUM
WHICH IS THE SUM OF:
(I)
THE MARGIN;
(II)
THE RATE NOTIFIED TO THE FACILITY AGENT BY THAT LENDER
AS SOON AS PRACTICABLE AND IN ANY EVENT BEFORE INTEREST IS DUE TO BE PAID IN
RESPECT OF THAT INTEREST PERIOD, TO BE THAT WHICH EXPRESSES AS A PERCENTAGE RATE
PER ANNUM THE COST TO THAT LENDER OF FUNDING ITS PARTICIPATION IN THAT LOAN FROM
WHATEVER SOURCE IT MAY REASONABLY SELECT; AND
(III)
THE MANDATORY COST, IF ANY, APPLICABLE TO THAT LENDER'S
PARTICIPATION IN THE LOAN.
(B)
IN THIS AGREEMENT "MARKET DISRUPTION
EVENT" MEANS:
(I)
AT OR ABOUT NOON ON THE QUOTATION DAY FOR THE
RELEVANT INTEREST PERIOD THE SCREEN RATE NOT BEING AVAILABLE AND NONE OR ONLY
ONE OF THE REFERENCE BANKS SUPPLYING A RATE TO THE FACILITY AGENT TO DETERMINE
LIBOR FOR THE RELEVANT CURRENCY AND INTEREST PERIOD; OR
(II)
BEFORE CLOSE OF BUSINESS IN LONDON ON THE QUOTATION DAY
FOR THE RELEVANT INTEREST PERIOD, THE FACILITY AGENT RECEIVING NOTIFICATIONS
FROM A LENDER OR LENDERS (WHOSE PARTICIPATIONS IN A LOAN EXCEED 50 PER CENT. OF
THAT LOAN) THAT THE COST TO IT OF OBTAINING MATCHING DEPOSITS IN THE RELEVANT
INTERBANK MARKET WOULD BE IN EXCESS OF LIBOR.
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14.3
ALTERNATIVE BASIS OF INTEREST OR FUNDING
(A)
IF A MARKET DISRUPTION EVENT OCCURS AND
THE FACILITY AGENT OR THE PARENT SO REQUIRES, THE FACILITY AGENT AND THE PARENT
SHALL ENTER INTO NEGOTIATIONS (FOR A PERIOD OF NOT MORE THAN THIRTY DAYS) WITH A
VIEW TO AGREEING A SUBSTITUTE BASIS FOR DETERMINING THE RATE OF INTEREST.
(B)
ANY ALTERNATIVE BASIS AGREED PURSUANT TO
PARAGRAPH (A) ABOVE SHALL, WITH THE PRIOR CONSENT OF ALL THE LENDERS AND THE
PARENT, BE BINDING ON ALL PARTIES.
14.4
BREAK COSTS
(A)
EACH BORROWER SHALL, WITHIN FIVE
BUSINESS DAYS OF DEMAND BY A FINANCE PARTY, PAY TO THAT FINANCE PARTY ITS BREAK
COSTS ATTRIBUTABLE TO ALL OR ANY PART OF A LOAN OR UNPAID SUM BEING PAID BY THAT
BORROWER ON A DAY OTHER THAN THE LAST DAY OF AN INTEREST PERIOD FOR THAT LOAN OR
UNPAID SUM.
(B)
EACH LENDER SHALL, AS SOON AS REASONABLY
PRACTICABLE AFTER A DEMAND BY THE FACILITY AGENT, PROVIDE A CERTIFICATE
CONFIRMING THE AMOUNT OF ITS BREAK COSTS FOR ANY INTEREST PERIOD IN WHICH THEY
ACCRUE.
15.
FEES
15.1
COMMITMENT FEE
(A)
THE PARENT SHALL PAY TO THE FACILITY
AGENT (FOR THE ACCOUNT OF EACH LENDER) A FEE IN