UTILISED;
(II)
THE PROPOSED UTILISATION DATE IS A BUSINESS DAY WITHIN
THE AVAILABILITY PERIOD APPLICABLE TO THAT FACILITY;
(III)
THE CURRENCY AND AMOUNT OF THE UTILISATION COMPLY WITH
CLAUSE 5.3 (CURRENCY AND AMOUNT); AND
(IV)
THE PROPOSED INTEREST PERIOD COMPLIES WITH CLAUSE 13
(INTEREST PERIODS AND TERMS).
(B)
ONLY ONE UTILISATION MAY BE REQUESTED IN
EACH UTILISATION REQUEST.
5.3
CURRENCY AND AMOUNT
(A)
THE CURRENCY SPECIFIED IN A UTILISATION
REQUEST MUST BE THE BASE CURRENCY OR, IN CASE OF THE REVOLVING FACILITY, THE
BASE CURRENCY OR AN OPTIONAL CURRENCY.
(B)
THE AMOUNT OF THE PROPOSED UTILISATION
MUST BE:
(I)
FOR FACILITY A1, AN AMOUNT EQUAL TO USD 150,000,000
OR, IF LESS, THE AVAILABLE FACILITY; OR
(II)
FOR FACILITY A2, AN AMOUNT EQUAL TO EURO 275,000,000
OR, IF LESS, THE AVAILABLE FACILITY; OR
(III)
FOR THE REVOLVING FACILITY, A MINIMUM AMOUNT OF
USD 1,000,000 (AND THEREAFTER INTEGRAL MULTIPLES OF USD 500,000) (OR IF AN
OPTIONAL CURRENCY (SUBJECT TO PARAGRAPH (B) OF CLAUSE 4.4 (CONDITIONS RELATING
TO OPTIONAL CURRENCIES)) ITS EQUIVALENT) OR, IF LESS, THE AVAILABLE FACILITY.
(C)
FOR THE AVOIDANCE OF DOUBT, NONE OF THE
REQUIREMENTS IN PARAGRAPH (B) ABOVE SHALL APPLY TO ANY ANCILLARY FACILITY.
5.4
LENDERS' PARTICIPATION
(A)
IF THE CONDITIONS SET OUT IN THIS
AGREEMENT FOR THE RELEVANT FACILITY HAVE BEEN MET, EACH LENDER SHALL MAKE ITS
PARTICIPATION IN EACH LOAN AVAILABLE BY THE UTILISATION DATE THROUGH ITS
FACILITY OFFICE.
34
(B)
THE AMOUNT OF EACH LENDER'S
PARTICIPATION IN EACH LOAN WILL BE EQUAL TO THE PROPORTION BORNE BY ITS
AVAILABLE COMMITMENT TO THE AVAILABLE FACILITY IMMEDIATELY PRIOR TO MAKING THE
LOAN.
(C)
THE FACILITY AGENT SHALL DETERMINE THE
BASE CURRENCY AMOUNT OF EACH REVOLVING LOAN WHICH IS TO BE MADE IN AN OPTIONAL
CURRENCY AND SHALL NOTIFY EACH LENDER OF THE AMOUNT OF EACH LOAN AND THE AMOUNT
OF ITS PARTICIPATION IN THAT LOAN BY THE SPECIFIED TIME.
5.5
LIMITATION ON UTILISATIONS
The Revolving Facility shall not be utilised on the Closing Date unless Facility
A1 and Facility A2 are drawn in full at the same time.
6.
UTILISATION BY WAY OF BANK GUARANTEES
6.1
THE REVOLVING FACILITY
(A)
THE REVOLVING FACILITY MAY BE UTILISED
BY WAY OF BANK GUARANTEES.
(B)
OTHER THAN CLAUSE 5.5 (LIMITATIONS ON
UTILISATIONS), CLAUSE 5 (UTILISATION OF LOANS) DOES NOT APPLY TO UTILISATION BY
WAY OF BANK GUARANTEES.
6.2
DELIVERY OF A UTILISATION REQUEST FOR BANK
GUARANTEES
A Borrower may request a Bank Guarantee or the renewal of an existing Bank
Guarantee by delivery to the Facility Agent of a duly completed Utilisation
Request in the form of Part IB of Schedule 3 (Utilisation Request Bank
Guarantees) not later than the Specified Time.
6.3
COMPLETION OF A UTILISATION REQUEST FOR BANK
GUARANTEES
Each Utilisation Request for a Bank Guarantee is irrevocable and will not be
regarded as having been duly completed unless:
(A)
IT SPECIFIES THAT IT IS FOR A BANK
GUARANTEE;
(B)
THE PROPOSED UTILISATION DATE IS A
BUSINESS DAY WITHIN THE AVAILABILITY PERIOD APPLICABLE TO THE REVOLVING
FACILITY;
(C)