Common use of Change in Market Conditions Clause in Contracts

Change in Market Conditions. (a) If in relation to any Interest Period: (i) no or only one Reference Bank supplies a quotation in accordance with the definition of LIBOR; or (ii) on the basis of notifications from Banks whose Commitments exceed 50% of the Total Commitments under the Coal Facility or the Capex Facility, as the case may be, the Facility Agent determines that (a) matching deposits are not available in the London Inter-Bank Market at or about 11 a.m. on the Rate Fixing Day for that Interest Period in sufficient amounts to fund their respective shares of the amount to which that Interest Period relates during that Interest Period or (b) the quotations supplied do not accurately reflect the cost to the Banks of obtaining such deposits, the Facility Agent shall promptly notify the Borrower and the Banks. (b) The Facility Agent (on behalf of and after consultation with the Banks) shall then negotiate with the Borrower with a view to agreeing an alternative basis for calculating the interest payable on the Advance(s) to which that Interest Period relates. Any alternative basis agreed in writing by the Facility Agent (on behalf of and with the consent of all the Banks) and the Borrower within 10 Business Days of the Facility Agent's notification of the event in question shall take effect in accordance with its terms. If an alternative basis is not so agreed, each Bank's share of such Advance(s) shall during that Interest Period bear interest at the rate per annum equal to the sum of (i) the Applicable Margin and (ii) the cost to that Bank (as certified by it to the Borrower within 10 Business Days of the end of that 10 Business Day period and expressed as a rate per annum) of funding its share during that

Change in Market Conditions. (a) If in relation to any Interest Period:Period:- (i) no or only one Reference Bank supplies a quotation in accordance with the definition of LIBOR; or (ii) on the basis of notifications from Banks whose Commitments exceed 50% of the Total Commitments under the Coal Facility or the Capex Facility, as the case may beCommitments, the Facility Agent determines that (a) matching deposits are not available in the London Inter-Bank Market at or about 11 a.m. on the Rate Fixing Day for that Interest Period in sufficient amounts to fund their respective shares of the amount to which that Interest Period relates during that Interest Period or (b) the quotations supplied do not accurately reflect the cost to the Banks of obtaining such deposits; or (iii) the Facility Agent determines that, by reason of circumstances affecting the London Inter-Bank Market, adequate and fair means do not or will not exist for determining the rate of interest applicable for that Interest Period; the Facility Agent shall promptly notify the Borrower Parent and the Banks. (b) The Facility Agent (on behalf of and after consultation with the Banks) shall then negotiate with the Borrower Parent with a view to agreeing an alternative basis for calculating the interest payable on the Advance(s) to which that Interest Period relates. Any alternative basis agreed in writing by the Facility Agent (on behalf of and with the consent of all the Banks) and the Borrower Parent within 10 Business Days of the Facility Agent's notification of the event in question shall take effect in accordance with its terms. If an alternative basis is not so agreed, each Bank's share of such Advance(s) shall during that Interest Period bear interest at the rate per annum equal to the sum of (i) the Applicable applicable Margin and (ii) the cost to that Bank (as certified by it to the Borrower Parent within 10 Business Days of the end of that 10 Business Day period and expressed as a rate per annum) of funding its share during thatthat Interest Period by whatever means that Bank determines to be most appropriate.

Change in Market Conditions. (a) If in relation to any Interest PeriodPeriod for a Loan: (i) no where LIBOR 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 (ii) on Lenders whose participations in the basis relevant Loan exceed 50 per cent. of notifications from Banks whose Commitments exceed 50% of the Total Commitments under the Coal Facility or the Capex Facility, as the case may be, that Loan notify the Facility Agent determines that (a) by reason of circumstances affecting the Relevant Interbank Market the cost to them of obtaining matching deposits are not available in the London Inter-Bank Relevant Interbank Market at or about 11 a.m. on the Rate Fixing Day for that Interest Period in sufficient amounts to fund their respective shares of the amount to which that Interest Period relates during that Interest Period or (b) the quotations supplied do not accurately reflect the cost to the Banks is in excess of obtaining such depositsLIBOR, the Facility Agent shall promptly notify the Borrower Company and the BanksLenders and any such event shall be a “Market Disruption Event”. (b) The 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 the relevant Loan 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 the relevant Loan from whatever source it may reasonably select; and (on behalf iii) the Mandatory Cost, if any, applicable to that Lender’s participation in the relevant Loan. (c) If a Market Disruption Event occurs and the Facility Agent or the Company so requires, the Facility Agent and the Company shall enter into negotiations (for a period of and after consultation with the Banksnot more than thirty days) shall then negotiate with the Borrower with a view to agreeing an alternative a substitute basis for calculating determining the interest payable on the Advance(srate of interest. (d) to which that Interest Period relates. Any alternative basis agreed in writing by the Facility Agent pursuant to paragraph (on behalf of and c) above shall, with the prior consent of all the Banks) Lenders and the Borrower within 10 Business Days of the Facility Agent's notification of the event in question shall take effect in accordance with its terms. If an alternative basis is not so agreedCompany, each Bank's share of such Advance(s) shall during that Interest Period bear interest at the rate per annum equal be binding on all parties to the sum of (i) the Applicable Margin and (ii) the cost to that Bank (as certified by it to the Borrower within 10 Business Days of the end of that 10 Business Day period and expressed as a rate per annum) of funding its share during thatthis Agreement.

Change in Market Conditions. (a) If If, in relation to any Interest Period:Period relating to a Tranche A Advance:- (i) no no, or only one one, Reference Bank supplies a quotation in accordance with the definition of LIBORas and when required by Clause 9(B); oror 30 27 (ii) on the basis Agent is notified by the Lending Banks to whom more than 66 2/3 per cent. of notifications from Banks whose Commitments exceed 50% of the Total Commitments under the Coal Facility or the Capex Facilitythat Tranche A Advance is (or, as the case may if made, would be, the Facility Agent determines ) owing that (aAA) they are unable to obtain matching deposits are not available in the London Interinter-Bank Market bank market at or about 11 a.m. on the Rate Fixing second Business Day for before the first day of that Interest Period in sufficient amounts to fund their respective shares of the amount to which that Interest Period relates Tranche A Advance during that Interest Period Period, or (bBB) the arithmetic mean (rounded up, if necessary, to the next 1/16 per cent.) of the quotations supplied do used for fixing the interest rate under Clause 9(B) does not accurately reflect the cost to the those Lending Banks of obtaining such deposits, or (CC) by reason of circumstances affecting the Facility London inter-bank market, adequate and fair means do not or will not exist for determining the rate of interest applicable to that Tranche A Advance for that Interest Period, the Agent shall promptly notify the Borrower and the Lending Banks. (b) The Facility Agent (on behalf of and after consultation with the Lending Banks) shall then negotiate with the Borrower with a view to agreeing on an alternative basis for calculating the interest payable on the Advance(s) and/or for making, maintaining and/or funding that Tranche A Advance to which that Interest Period relates. Any alternative basis agreed in writing by the Facility Agent (on behalf of and with the consent of all the Lending Banks) and the Borrower within 10 Business Days 25 days of the Facility Agent's notification of the event in question shall take effect in accordance with its terms. . (c) If an alternative basis is not so agreed, each Lending Bank's share of such Advance(s) that Tranche A Advance shall during that Interest Period bear interest at the rate per annum equal to the sum of (i) the Applicable Margin and (ii) the cost to that Bank it (as certified by it to the Borrower within 10 Business Days of the end of that 10 Business Day period and expressed as a rate per annum) of funding its share during thatthat Interest Period by whatever means it determines to be appropriate (including the cost to it occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements for the time being imposed on it by the relevant authority or authorities). Each Lending Bank shall certify that cost to the Borrower as soon as practicable after the end of that 25 day period (but in any event at least two Business Days before the end of that Interest Period). If the Borrower gives to any Lending Bank not less than seven days' notice of the date of cancellation and/or prepayment, it may cancel all (but not part only) of that Lending Bank's Tranche A Term Commitment (if any), and/or prepay all (but not part only) of that Lending Bank's Outstandings, without premium or penalty at any time during (or within 30 days after the end of) that Interest Period after receipt of that Lending Bank's certificate. Any such prepayment must be accompanied by accrued interest and by any other sum then due to that Lending Bank under Clause 19(A) or any other provision of this Agreement. The Borrower may not elect to cancel the Tranche A Term Commitment and/or prepay the Outstandings of a Lending Bank whose rate of interest as then so certified is equal to or lower than the rate certified by another Lending Bank unless that other Lending Bank's Tranche A Term Commitment is also cancelled and/or, as the case may be, its Outstandings are also prepaid at the same time. (a) If, in relation to any Interest Period relating to a Tranche B Advance:- (i) no, or only one, Reference Bank supplies a quotation as and when required by Clause 9(B); or (ii) the Agent is notified by the Guarantor Banks to whom more than 66 2/3 per cent. of that Tranche B Advance is (or, if made, would be) owing that (AA) they are unable to obtain matching deposits in the London 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 Tranche B Advance during that Interest Period, or (BB) 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 Guarantor Banks of obtaining such deposits, or (CC) by reason of 31 28 circumstances affecting the London inter-bank market, adequate and fair means do not or will not exist for determining the rate of interest applicable to that Tranche B Advance for that Interest Period, the Agent shall promptly notify the Borrower and the Guarantor Banks. (b) The Agent (on behalf of and after consultation with the Guarantor Banks) shall then negotiate with the Borrower with a view to agreeing on an alternative basis for calculating the interest payable on and/or for making, maintaining and/or funding that Tranche B Advance to which that Interest Period relates. Any alternative basis agreed in writing by the Agent (on behalf of and with the consent of all the Guarantor Banks) and the Borrower within 25 days of the Agent's notification of the event in question shall take effect in accordance with its terms. (c) If an alternative basis is not so agreed, each Guarantor Bank's share of that Tranche B Advance shall during that Interest Period bear interest at the rate per annum equal to the sum of the Margin and the cost to it (expressed as a rate per annum) of funding its share during that Interest Period by whatever means it determines to be appropriate (including the cost to it occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements for the time being imposed on it by the relevant authority or authorities). Each Guarantor Bank shall certify that cost to the Borrower as soon as practicable after the end of that 25 day period (but in any event at least two Business Days before the end of that Interest Period). If the Borrower gives to any Guarantor Bank not less than seven days' notice of the date of cancellation and/or prepayment, it may cancel all (but not part only) of that Guarantor Bank's Guarantee Commitment (if any) or, as the case may be, Tranche B Term Commitment (if any), and/or prepay all (but not part only) of that Guarantor Bank's Outstandings, without premium or penalty at any time during (or within 30 days after the end of) that Interest Period after receipt of that Guarantor Bank's certificate. Any such prepayment must be accompanied by accrued interest and by any other sum then due to that Guarantor Bank under Clause 19(A) or any other provision of this Agreement. The Borrower may not elect to cancel the Guarantee Commitment or, as the case may be, the Tranche B Term Commitment and/or prepay the Outstandings of a Guarantor Bank whose rate of interest as then so certified is equal to or lower than the rate certified by another Guarantor Bank unless that other Guarantor Bank's Guarantee Commitment or, as the case may be, Tranche B Term Commitment is also cancelled and/or, as the case may be, its Outstandings are also prepaid at the same time.

Change in Market Conditions. (a) If in relation to any Interest PeriodPeriod for a Loan: (i) no 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 LIBORLIBOR or, in the case of Utilisations in euro, EURIBOR; or (ii) on the basis Lenders whose participations in a Utilisation exceed 50 per cent. of notifications from Banks whose Commitments exceed 50% of the Total Commitments under the Coal Facility or the Capex Facility, as the case may be, that Utilisation notify the Facility Agent determines that (a) by reason of circumstances affecting the Relevant Interbank Market the cost to them of obtaining matching deposits are not available in the London Inter-Bank Relevant Interbank Market at or about 11 a.m. on the Rate Fixing Day for that Interest Period in sufficient amounts to fund their respective shares of the amount to which that Interest Period relates during that Interest Period is in excess of LIBOR or EURIBOR (b) the quotations supplied do not accurately reflect the cost to the Banks of obtaining such depositsas appropriate), the Facility Agent shall promptly notify the Borrower Obligors’ Agent and the BanksLenders and any such event shall be a “Market Disruption Event”. (b) The 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 (on behalf 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 and after consultation with the Banksnot more than thirty days) shall then negotiate with the Borrower with a view to agreeing an alternative a substitute basis for calculating determining the interest payable on the Advance(srate of interest. (d) to which that Interest Period relates. Any alternative basis agreed in writing by the Facility Agent pursuant to paragraph (on behalf of and c) above shall, with the prior consent of all the Banks) Lenders and the Borrower within 10 Business Days of the Facility Obligors’ Agent's notification of the event in question shall take effect in accordance with its terms. If an alternative basis is not so agreed, each Bank's share of such Advance(s) shall during that Interest Period bear interest at the rate per annum equal be binding on all parties to the sum of (i) the Applicable Margin and (ii) the cost to that Bank (as certified by it to the Borrower within 10 Business Days of the end of that 10 Business Day period and expressed as a rate per annum) of funding its share during thatthis Agreement.

Change in Market Conditions. (a) If in relation to any Interest Period: (i) LIBOR or EURIBOR (as applicable) are being determined pursuant to paragraph (b) of the relevant definition and no or only one Reference Bank supplies a quotation in accordance with the definition of LIBORLIBOR or, in the case of Advances in euro, EURIBOR; or (ii) on the basis of notifications from Banks whose Commitments exceed 50% of the Total Commitments under the Coal Facility or the Capex Facility, as the case may beCommitments, the Facility Agent determines that (a) matching deposits are not available in the London Inter-Bank Relevant Interbank Market at or about 11 a.m. on the Rate Fixing Quotation Day for that Interest Period in sufficient amounts to fund their respective shares of the amount to which that Interest Period relates during that Interest Period or (b) the quotations supplied do not accurately reflect the cost to the Banks of obtaining such deposits; or (iii) the Facility Agent determines that, by reason of circumstances affecting the Relevant Interbank Market, adequate and fair means do not or will not exist for determining the rate of interest applicable for that Interest Period; the Facility Agent shall promptly notify the Borrower Obligors’ Agent and the Banks. (b) The Facility Agent (on behalf of and after consultation with the Banks) shall then negotiate with the Borrower Obligors’ Agent with a view to agreeing an alternative basis for calculating the interest payable on the Advance(s) to which that Interest Period relates. Any alternative basis agreed in writing by the Facility Agent (on behalf of and with the consent of all the Banks) and the Borrower Obligors’ Agent within 10 Business Days 30 days of the Facility Agent's ’s notification of the event in question shall take effect in accordance with its terms. If an alternative basis is not so agreed, each Bank's ’s share of such Advance(s) shall during that Interest Period bear interest at the rate per annum equal to the sum of (i) the Applicable applicable Margin and (ii) the cost to that Bank (as certified by it to the Borrower Obligors’ Agent within 10 Business Days of the end of that 10 Business Day 30 day period and expressed as a rate per annum) of funding its share during thatthat Interest Period by whatever means that Bank determines to be most appropriate. (c) So long as this Clause 13.4 applies in relation to any Advance, the Facility Agent, in consultation with the Obligors’ Agent and each Reference Bank, shall from time to time, but not less often than monthly, review whether or not the circumstances referred to in paragraph (a) still prevail with a view to returning to the usual basis for calculating interest under the terms of this Agreement.