Change in Market Conditions. (a) If in relation to any Interest Period for a Loan:
(i) where LIBOR or EURIBOR is to be determined by reference to the Reference Banks, none or only one Reference Bank supplies a quotation in accordance with the definition of LIBOR or, in the case of Utilisations in euro, EURIBOR; or
(ii) Lenders whose participations in a Utilisation exceed 50 per cent. of that Utilisation notify the Facility Agent that by reason of circumstances affecting the Relevant Interbank Market the cost to them of obtaining matching deposits in the Relevant Interbank Market in sufficient amounts to fund their respective shares of the amount to which that Interest Period relates is in excess of LIBOR or EURIBOR (as appropriate), the Facility Agent shall promptly notify the Obligors’ Agent and the Lenders and any such event shall be a “Market Disruption Event”.
(b) 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 Utilisation 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 Utilisation from whatever source it may reasonably select; and
(iii) the Mandatory Cost, if any, applicable to that Lender’s participation in the Utilisation.
(c) If a Market Disruption Event occurs and the Facility Agent or the Obligors’ Agent so requires, the Facility Agent and the Obligors’ Agent 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.
(d) Any alternative basis agreed pursuant to paragraph (c) above shall, with the prior consent of all the Lenders and the Obligors’ Agent, be binding on all parties to this Agreement.
Change in Market Conditions. Triggering Events
13.1 If in relation to any Advance:
(a) the Agent is unable to determine EURIBOR; or
(b) the Agent is notified by Banks to whom more than 331/3 per cent. of that Advance, if made, would be owing that (a) they are or expect to be unable to obtain matching deposits in the Inter-bank Market at or about 11 a.m. (Brussels time) on the Rate Fixing Day in sufficient amounts to fund their respective shares of that Advance during its Term or (b) the EURIBOR fixed for the Term of that Advance does not reflect the cost to those Banks of obtaining such deposits, the Agent shall promptly notify the Borrower and the Banks and that Advance shall not be made.
Change in Market Conditions. If, during the life of this Agreement, the contractual price mechanisms described hereinabove no longer reflect the announced ALCOA price mechanisms, the price mechanism available to ANC from ALCAN or KAISER, or the price mechanism currently being offered to other ALCOA's customers by ALCOA, ANC and ALCOA agree to meet and discuss these changes and their impact on this Agreement, with the goal not to disadvantage either party.
Change in Market Conditions. Triggering Events
13.1 If in relation to any Advance:
(a) the Bank is unable to determine EURIBOR or
(b) the Bank (a) is or expects to be unable to obtain matching deposits in the Inter-bank Market at or about 11 a.m. (Brussels time) on the Rate Fixing Day in sufficient amounts to fund the Advance during its Term or (b) the EURIBOR fixed for the Term of that Advance does not reflect the cost to the Bank of obtaining such deposits, the Bank shall promptly notify the Borrower that Advance shall not be made.
Change in Market Conditions. (a) Subject to paragraph (b) below, if LIBOR or, if applicable, EURIBOR is to be calculated by reference to the Reference Lenders but a Reference Lender does not supply a quotation by 12:00 noon London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR, on the Quotation Day, the applicable LIBOR or EURIBOR shall be calculated on the basis of the quotations of the remaining Reference Lenders.
(i) If a Market Disruption Event occurs in relation to any Advance for any Interest Period, then the rate of interest per annum on each Lender’s share in that Advance for that Interest Period shall be the rate per annum which is the aggregate of:
(A) the applicable Margin;
(B) 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 share in that Advance from whatever source it may reasonably select; and
(C) the Mandatory Cost, if any, applicable to that Lender’s participation in the relevant Advance.
(ii) The Facility Agent must promptly give notice to Bidco and the Lenders of the occurrence of a Market Disruption Event.
(iii) In this Agreement “Market Disruption Event” means:
Change in Market Conditions. (1) If, in relation to any Interest Period relating to an Advance:-
(a) no, or only one, Reference Bank supplies a quotation as and when required by Clause 9(B); or
(b) the Agent is notified by the Lending Banks to whom more than 66 2/3 per cent. of that Advance is (or, if made, would be) owing that (i) they are unable to obtain matching deposits in the Singapore inter-bank market at or about 11 a.m. on the second Business Day before the first day of that Interest Period in sufficient amounts to fund their respective shares of that Advance during that Interest Period, or (ii) the arithmetic mean (rounded up, if necessary, to the next 1/16 per cent.) of the quotations used for fixing the interest rate under Clause 9(B) does not reflect the cost to those Lending Banks of obtaining such deposits, or (iii) by reason of circumstances affecting the Singapore inter-bank market, adequate and fair means do not or will not exist for determining the rate of interest applicable to that Advance for that Interest Period, the Agent shall promptly notify the Borrower and the Lending Banks.
Change in Market Conditions. 26 17. Applicable Law/Submission to Jurisdiction......................................................26 18. Assignment.....................................................................................27 19. Counterparts...................................................................................27 20. Definitions....................................................................................27 Schedule A List of Borrowing Subsidiaries Schedule B Existing Loan Agreements Schedule C Outstanding Loan Amounts Schedule D Terms of Warrants Exhibit A Form of Borrowing Notice Exhibit B Form of Note Exhibit C Form of Warrant Agreement Credit Facility Agreement, dated as of February 27, 2002 ("AGREEMENT"), among Global Card Holdings, Inc., a Delaware corporation ("GLOBAL"), AT&T Corp., a New York corporation ("AT&T," and together with Global and the respective Affiliates and successors of AT&T and Global, the "LENDERS"), AT&T Latin America Corp., a Delaware corporation (the "BORROWER" or "ATTL") and each Person listed on Schedule A hereto (each, a "BORROWING SUBSIDIARY"). Certain capitalized terms used herein are defined in Section 20.
Change in Market Conditions. Triggering Events
14.1 If in relation to any Advance:
(a) the Agent is unable to determine, as the case may be, EURIBOR or LIBOR; or
(b) the Agent is notified by Banks to whom more than 331/3% of that Advance, if made, would be owing that (a) they are or expect to be unable to obtain matching deposits in the Inter-bank Market at or about 11 a.m. (Brussels or London time or, as the case may be, Paris time) on the Rate Fixing Day in sufficient amounts to fund their respective shares of that Advance during its Term and the problem is not resolved by the operation of Clause 9 (Currency Option) or (b) the EURIBOR, PIBOR or LIBOR, as the case may be, fixed for the Term of that Advance does not reflect the cost to those Banks of obtaining such deposits, the Agent shall promptly notify the Borrower and the Banks and that Advance shall not be made.
Change in Market Conditions. During any period or periods when, in the reasonable opinion of the Manager, the state of the financial markets becomes such that it would be impracticable or unprofitable to offer or to continue to offer the Deferred Charge Securities for sale to the public, or if any event has occurred or situation developed which renders it inexpedient or unprofitable to offer or to continue to offer the Deferred Charge Securities for sale to the public, the Funds and the Manager shall be under no obligation to offer or to continue to offer the Deferred Charge Securities for sale to the public. Any such discontinuation in the offering of Deferred Charge Securities will not have any effect on the obligation of the Manager and the Funds to pay FEP the remuneration to which it is entitled under Article 4 or to continue to qualify outstanding Distributed Securities under applicable securities legislation, to the extent necessary to give effect to the provisions of this Agreement.
Change in Market Conditions. 17 17. DEFINITIONS............................................................17 18. APPLICABLE LAW/SUBMISSION TO JURISDICTION..............................22
