RECEIPT BY THE AGENT
OF A COMPLIANCE CERTIFICATE (PREPARED ON THE BASIS OF THE PARENT'S FINANCIAL
POSITION AS AT 30 JUNE 2020, OR FOR EACH QUARTER TO AND INCLUDING 30 SEPTEMBER
2021 (IN ACCORDANCE WITH PARAGRAPH 2.13)), THE MARGIN IS TO INCREASE IN
ACCORDANCE WITH THE ABOVE GRID, THEN WITHIN 5 BUSINESS DAYS OF THE RECEIPT BY
THE AGENT OF THE APPLICABLE COMPLIANCE CERTIFICATE, THE BORROWER WILL MAKE A
TRUE-UP PAYMENT EITHER TO THE AGENT IN CONNECTION WITH FACILITY A AND FACILITY C
FOR THE ACCOUNT OF THE RELEVANT LENDERS OR TO THE RELEVANT LENDER IN CONNECTION
WITH FACILITY B OF AN AMOUNT THAT REPRESENTS THE DIFFERENCE BETWEEN:
2
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(A)
INTEREST AND BANK GUARANTEE FEES PAID AND PAYABLE DURING THE PERIOD
FROM (BUT EXCLUDING) THE ACCOUNTING DATE TO WHICH THE COMPLIANCE CERTIFICATE IS
PREPARED TO THE DATE THE INCREASED MARGIN BEGINS TO APPLY (THE "TRUE-UP
PERIOD"); AND
(B)
INTEREST AND BANK GUARANTEE FEES THAT WOULD HAVE BEEN PAID OR PAYABLE
DURING THE TRUE-UP PERIOD HAD THE MARGIN DURING THE WHOLE OF THAT PERIOD BEEN AT
THE HIGHER RATE.
FOR THE AVOIDANCE OF DOUBT, IF, UPON RECEIPT OF THE COMPLIANCE CERTIFICATE
REFERRED TO IN THIS PARAGRAPH, THE MARGIN IS TO BE DECREASED IN ACCORDANCE WITH
THE MARGIN GRID SET OUT IN THIS PARAGRAPH, NO AMOUNT WOULD BE PAYABLE BY ANY
FINANCE PARTY TO THE BORROWER IN RESPECT OF SUCH DECREASE IN THE MARGIN AND THE
DECREASE IN MARGIN WILL OCCUR PURSUANT TO PARAGRAPH (A) OF THE DEFINITION OF
MARGIN.
FINANCIAL COVENANTS
2.4
THE OBLIGATION OF THE PARENT UNDER CLAUSE 23.1 (FINANCIAL COVENANTS)
TO ENSURE COMPLIANCE WITH THE FINANCIAL COVENANTS AT ALL TIMES IS WAIVED DURING
THE WAIVER PERIOD.
2.5
THE OBLIGATIONS OF THE PARENT UNDER CLAUSES 22.1 AND 22.2 (FINANCIAL
STATEMENTS) TO SUPPLY FINANCIAL STATEMENTS AND COMPLIANCE CERTIFICATES TO THE
AGENT DURING THE WAIVER PERIOD, AND THE TESTING REGIME IN CLAUSE 23.2 (TESTING
OF COVENANTS), ARE UNAFFECTED BY THE WAIVER IN PARAGRAPH 2.4 (SUBJECT, IN
RESPECT OF THE CONTENTS OF COMPLIANCE CERTIFICATES, TO PARAGRAPH 2.6).
2.6
THE FORM OF COMPLIANCE CERTIFICATES PROVIDED DURING THE WAIVER PERIOD
NEED NOT CONTAIN THE PHRASES 'WHICH DOES NOT EXCEED 2.50 TIMES' IN PARAGRAPH
2(A), 'WHICH IS AT LEAST 3.00 TIMES' IN PARAGRAPH 2(B) OR 'WHICH DOES NOT EXCEED
40%' IN PARAGRAPH 2(C), AS SHOWN IN THE FORM OF COMPLIANCE CERTIFICATE IN
SCHEDULE 7 OF THE FACILITY AGREEMENT.
2.6A
The Obligors and Finance Parties acknowledge and agree that for the
purposes of the calculation of Financial Covenants in the Facility Agreement, in
the event that EBITDA for a period is less than USD1, the Financial Covenants
will be calculated on the basis that EBITDA is USD1.
LIQUIDITY REQUIREMENT
2.7
THE OBLIGORS AND THE AGENT AGREE THAT IF A BORROWER PROPOSES TO
UTILISE FACILITY A AND/OR FACILITY C DURING THE WAIVER PERIOD IN CIRCUMSTANCES
WHERE THAT UTILISATION WILL CAUSE THE AVAILABLE COMMITMENT UNDER FACILITY A AND
FACILITY C, IN AGGREGATE, TO BE LESS THAN US$50,000,000, THEN UPON THE BORROWER
GIVING THE AGENT A DULY COMPLETED UTILISATION