Designated Subsidiary under Section 2.15, 2.16 or 2.17 of the
Credit Agreement) or (b) the obligations of the Borrower under the Parent
Guaranty with respect to any such unpaid obligations.
Very truly yours,
SAUER-DANFOSS INC.
By:
Name:
Title:
[SUBSIDIARY BORROWER]
By:
Name:
Title:
EXHIBIT D
MANDATORY COSTS RATE CALCULATION
1.
ON THE FIRST DAY OF EACH INTEREST PERIOD (OR AS SOON AS POSSIBLE
THEREAFTER) THE ADMINISTRATIVE AGENT SHALL CALCULATE, AS A PERCENTAGE RATE, A
RATE (THE "MANDATORY COSTS RATE") FOR EACH LENDER, IN ACCORDANCE WITH THE
PARAGRAPHS SET OUT BELOW. SUCH RATE WILL BE CALCULATED BY THE ADMINISTRATIVE
AGENT AS A WEIGHTED AVERAGE OF THE LENDERS' MANDATORY COSTS RATES (WEIGHTED IN
PROPORTION TO THE PERCENTAGE PARTICIPATION OF EACH LENDER IN THE RELEVANT LOAN)
AND WILL BE EXPRESSED AS A PERCENTAGE RATE PER ANNUM.
2.
THE MANDATORY COSTS RATE FOR ANY LENDER LENDING FROM A LENDING
OFFICE IN THE UNITED KINGDOM WILL BE CALCULATED BY THE ADMINISTRATIVE AGENT AS
FOLLOWS:
(a)
in relation to a Loan in Sterling:
AB + C(B-D) + E x 0.01
per cent per annum
100 - (A + C)
(b)
in relation to a Loan in any currency other than Sterling:
E x 0.01
per cent per annum
300
Where:
A.
IS THE PERCENTAGE OF ELIGIBLE LIABILITIES (ASSUMING THESE TO BE IN
EXCESS OF ANY STATED MINIMUM) WHICH THAT LENDER IS FROM TIME TO TIME REQUIRED TO
MAINTAIN AS AN INTEREST FREE CASH RATIO DEPOSIT WITH THE BANK OF ENGLAND TO
COMPLY WITH CASH RATIO REQUIREMENTS.
B.
IS THE PERCENTAGE RATE OF INTEREST (EXCLUDING THE APPLICABLE RATE
FOR EUROCURRENCY LOANS AND THE MANDATORY COSTS RATE AND ANY ADDITIONAL RATE OF
INTEREST SPECIFIED IN SECTION 2.13(D) (DEFAULT RATE)) PAYABLE FOR THE RELEVANT
INTEREST PERIOD ON THE LOAN.
C.
IS THE PERCENTAGE (IF ANY) OF ELIGIBLE LIABILITIES WHICH THAT
LENDER IS REQUIRED FROM TIME TO TIME TO MAINTAIN AS INTEREST BEARING SPECIAL
DEPOSITS WITH THE BANK OF ENGLAND.
D.
IS THE PERCENTAGE RATE PER ANNUM PAYABLE BY THE BANK OF ENGLAND TO
THE ADMINISTRATIVE AGENT ON INTEREST BEING SPECIAL DEPOSITS.
E.
IS DESIGNED TO COMPENSATE LENDERS FOR AMOUNTS PAYABLE UNDER THE
FEES RULES AND IS CALCULATED BY THE ADMINISTRATIVE AGENT AS BEING THE AVERAGE OF
THE MOST RECENT
2
RATES OF CHARGE SUPPLIED BY THE REFERENCE LENDERS TO THE ADMINISTRATIVE AGENT
PURSUANT TO PARAGRAPH 7 BELOW AND EXPRESSED IN POUNDS PER £1,000,000.
3.
FOR THE PURPOSES OF THIS SCHEDULE:
(A)
CAPITALIZED TERMS USED HEREIN BUT NOT DEFINED SHALL HAVE THE
MEANING SET FORTH IN THE AGREEMENT.
(B)
"ELIGIBLE LIABILITIES" AND "SPECIAL DEPOSITS" HAVE THE MEANINGS
GIVEN TO THEM FROM TIME TO TIME UNDER OR PURSUANT TO THE BANK OF ENGLAND ACT
1998 OR (AS MAY BE APPROPRIATE) BY THE BANK OF ENGLAND.
(C)
"FEES RULES" MEANS THE RULES ON PERIODIC FEES CONTAINED IN THE FSA
SUPERVISION MANUAL OR SUCH OTHER LAW OR REGULATION AS MAY BE IN FORCE FROM TIME
TO TIME IN RESPECT OF THE PAYMENT OF FEES FOR THE ACCEPTANCE OF DEPOSITS.