Common use of MARGIN RATCHET Clause in Contracts

MARGIN RATCHET. (a) The “Base Margin” will be based upon the Existing Bonds’ credit rating and calculated in accordance with Clauses 8.3(b) and (c) (Margin Ratchet). (b) The Base Margin will, on each date on which a credit rating is assigned to the Existing Bonds by either M▇▇▇▇’▇ or Standard & Poor’s after the date of this Agreement, be equal to the percentage rate specified in the table below and set opposite the relevant credit rating assigned to the Existing Bonds at that time. BB- or higher Ba3 or higher 4.25 B+ B1 5.25 B B2 5.75 B- or lower B3 or lower 6.25 (c) If at any time there is a difference in the long term credit rating assigned to the Borrower by each of M▇▇▇▇’▇ and Standard & Poor’s (or only one such agency assigns a credit rating to the Existing Bonds) the Margin will be determined on the basis of the lower (or the only) such rating unless, in the case of a difference in ratings, such ratings are more than one notch apart in which case the Margin will be determined on the basis of the rating which is one notch above the lower of those ratings. (d) If at any time neither M▇▇▇▇’▇ nor Standard & Poor’s assigns a credit rating to the Existing Bonds the Base Margin will, in the absence of agreement to the contrary pursuant to paragraph (h) below, be six point two five per cent. (6.25%) per annum. (e) Any adjustment to the Base Margin (whether upwards or downwards) in accordance with paragraphs (b), (c) or (d) above will apply for each Loan with effect from: (i) the date of announcement of any relevant change to the credit rating assigned to the Existing Bonds in the case of a rating downgrade; (ii) the date of published confirmation of any relevant change to the credit rating assigned to the Existing Bonds in the case of a rating upgrade; and/or (iii) the date on which a credit rating ceases to be assigned to the Existing Bonds by either M▇▇▇▇’▇ or Standard & Poor’s. (f) Promptly upon the directors of the Borrower becoming aware of the same the Borrower shall inform the Agent in writing if any change in the credit rating assigned by either M▇▇▇▇’▇ or Standard & Poor’s to the Existing Bonds are published, confirmed or announced or if a credit rating ceases to be assigned to the Existing Bonds by either M▇▇▇▇’▇ or Standard & Poor’s. (g) The Borrower will use its reasonable endeavours to ensure that both M▇▇▇▇’▇ and Standard & Poor’s assign a credit rating to the Existing Bonds. (h) If save as a result of a neglect or breach of this Agreement by the Borrower neither M▇▇▇▇’▇ nor Standard & Poor’s assigns a rating to the Existing Bonds and the Borrower so requires, the Borrower and the Agent shall enter into negotiations for a period of not more than 30 days with a view to agreeing an alternative basis for determining the Base Margin. (i) Any alternative basis agreed will, with the prior consent of all the Lenders and the Borrower, be binding on all the Parties.

MARGIN RATCHET. (a) The “Base Margin” will be based upon the ratings of the Facility or, if the Facility is not rated, upon the rating of the Existing Bonds’ credit rating Bonds and will be calculated in accordance with Clauses 8.3(b) and (c) (Margin Ratchetratchet). (b) The Base Margin will, on each date on which a credit rating is assigned to the Facility or the Existing Bonds by either M▇▇▇▇’▇ or Standard & Poor’s after the date of this Agreement, be equal to the percentage rate specified in the table below and set opposite the relevant credit rating assigned to the Facility or the Existing Bonds at that time. BB- or higher Ba3 or higher 4.25 3.75 B+ B1 5.25 4.50 B B2 5.75 5.00 B- or lower B3 or lower 6.255.50 (c) If at any time there is a difference in the long term credit rating assigned to the Borrower Facility or the Existing Bonds, as applicable, by each of M▇▇▇▇’▇ and Standard & Poor’s (or ’s, the Margin will be the average of the corresponding Margins. If there is only one such agency assigns a long term credit rating assigned to the Facility or the Existing Bonds) , the Margin will shall be determined on the basis of the lower (or the only) such rating unless, in the case of a difference in ratings, such ratings are more than one notch apart in which case the Margin will be determined on the basis of the rating which is one notch above the lower of those ratingsthat rating. (d) If at any time neither M▇▇▇▇’▇ nor Standard & Poor’s assigns a credit rating to neither the Facility nor the Existing Bonds Bonds, the Base Margin will, in the absence of agreement to the contrary pursuant to paragraph (h) below, be six point two five per cent. (6.25%) 5.50% per annum. (e) Any adjustment to the Base Margin (whether upwards or downwards) in accordance with paragraphs (b), (c) or (d) above will apply for each the Loan with effect from: (i) the date of announcement of any relevant change to the relevant assigned credit rating assigned to the Existing Bonds (in the case of a rating downgrade); (ii) the date of published confirmation of any relevant change to the relevant assigned credit rating assigned to the Existing Bonds (in the case of a rating upgrade); and/or (iii) the date on which a credit rating ceases to be assigned to the Facility or the Existing Bonds Bonds, as the case may be, by either M▇▇▇▇’▇ or Standard & Poor’s. (f) Promptly upon the directors of the Borrower becoming aware of the same same, the Borrower shall inform the Agent in writing if any change in the credit rating assigned by either M▇▇▇▇’▇ or Standard & Poor’s to the Facility or the Existing Bonds are published, confirmed or announced or if a credit rating ceases to be assigned to the Facility or the Existing Bonds by either M▇▇▇▇’▇ or Standard & Poor’s. (g) The Borrower will use its commercially reasonable endeavours efforts to ensure that both M▇▇▇▇’▇ and Standard & Poor’s assign a credit rating to the the Facility or the Existing Bonds. (h) If save If, except as a result of a neglect or breach of this Agreement by the Borrower Borrower, neither M▇▇▇▇’▇ nor Standard & Poor’s assigns a rating to the Facility or the Existing Bonds and the Borrower so requiresrequests, the Borrower and the Agent shall enter into negotiations for a period of not more than 30 days with a view to agreeing regarding an alternative basis for determining the Base Margin. (i) Any alternative basis agreed will, with the prior consent of all the Lenders and the Borrower, be binding on all the Parties.