EXCHANGE RATE MOVEMENTS. 9.1 If on any Loan Notice Date, the Loan Notice Date Exchange Rate is less than the Closing Date Exchange Rate then the number of Loan Shares to be issued shall be increased by the same percentage as results from dividing the Closing Date Exchange Rate by the relevant Loan Notice Date Exchange Rate. By way of example, if the number of Loan Shares to be issued in respect of a particular Loan Notice would, but for this Clause 9.1, be 1,000 and if the Closing Date Exchange Rate is 1.50 and the relevant Loan Notice Date Exchange Rate is 1.45, then 1,035 Loan Shares will be issued in relation to that Loan Notice.
9.2 If on any Cash Payment Date, the Cash Payment Date Exchange Rate is less than the Closing Date Exchange Rate then the amount of cash required to satisfy the amounts due pursuant to Clause 6.4 shall be increased by the same percentage as results from dividing the Closing Date Exchange Rate by the relevant Cash Payment Date Exchange Rate. By way of example, if the amount of cash required to repay all amounts due pursuant to Clause 6.4.1 would, but for this Clause 9.2, be £1,000 and if the Closing Date Exchange Rate is 1.50 and the relevant Cash Payment Notice Date Exchange Rate is 1.45 then the amount of cash from the Cash Payment required to repay all amounts due pursuant to Clause 6.4.1 will be £1,034.48. Accordingly only the surplus over £1,034.48 from such Cash Payment will be applied (again in the same manner) towards any amounts due pursuant to Clause 6.4.2 and if any amount of the Cash Payment remains after all amounts so due pursuant to Clause 6.4.2 have been paid then the surplus will be applied (again in the same manner and after the application of Clause 6.5) to pay amounts pursuant to Clause 6.4.3.
EXCHANGE RATE MOVEMENTS. 6.4.1 If on any day the Working Capital Outstandings exceed 105% of the Working Capital Facility Limit then the relevant Borrowers shall, within 2 Business Days of receiving the Working Capital Bank's demand so to do, pay to the credit of their respective Cash Collateral Accounts such amounts as to ensure that the aggregate of:
(a) the Working Capital Outstandings, less
(b) the Sterling Equivalent (calculated on that day in accordance with the Working Capital Bank's usual practice) of all sums standing to the credit of the Cash Collateral Accounts on that day shall equal or be less than the Working Capital Facility Limit.
6.4.2 On each day, provided that no Default has occurred and is continuing, the Borrowers may withdraw such amounts standing to the credit of the Cash Collateral Accounts to ensure that, after payment of such amounts, the aggregate of:
(a) the Working Capital Outstandings, less
(b) the Sterling equivalent (calculated on that day in accordance with the Working Capital Bank's usual practice) of all sums, if any, standing to the credit of the Cash Collateral Accounts on that day is equal to or less than the Working Capital Facility Limit.
6.4.3 In this Clause 6.4, a "Cash Collateral Account" means in relation to a Borrower and the Optional Currency, an account of that Borrower in that currency held with the Working Capital Bank and designated as being in respect of the Working Capital Facility.
EXCHANGE RATE MOVEMENTS. In calculating the euro equivalent of borrowings in currencies other than euro (and Cash and Cash Equivalents) for the purposes of Clause 19.4 (Total Net Debt to Adjusted EBITDA) and Clause 19.5 (Senior Net Debt to Adjusted EBITDA), the euro/U.S. Dollar exchange rate used in the financial statements from which the relevant figures were taken shall be used (the actual rate). However, in calculating the euro equivalent of the borrowings (and Cash and Cash Equivalents) denominated in U.S. Dollars under the U.S. Private Placement and Loans (and Cash and Cash Equivalents) denominated in U.S. Dollars only an adjustment shall be made in the calculation of those U.S. Dollar denominated borrowings (and Cash and Cash Equivalents), as follows:
(A) if the actual rate is greater than or equal to euro 1.15 = U.S.$1.00 (being the exchange rate as at 30th June, 2003 used by the Company in preparation of its forecasts for the year ending 31st March, 2004 (the forecast rate), the actual rate shall be used;
(B) if the actual rate is less than the forecast rate but greater than or equal to euro 1.04 = U.S.$1.00, the rate used shall be the forecast rate; and
(C) if the actual rate is less than euro 1.04 = U.S.$1.00, the rate used shall be 1.15 (less the difference between the actual rate and euro 1.04 = U.S.$1.00) = U.S.$1.00. For illustration: • if the actual rate is euro 1.20 = U.S.$1, the rate shall be used; • if the actual rate is euro 1.10 = U.S.$1, the forecast rate shall be used; and • if the actual rate is euro 1.00 = U.S.$1, a rate of euro 1.11 = U.S.$1.00 shall be used.
EXCHANGE RATE MOVEMENTS. 6.5.1 Subject to sub-clause 7.2.4 of Clause 7.2 (UTILISATIONS), if on any Quarter Date:
(a) the Total Revolving Credit Amount exceeds the Revolving Credit Facility Limit; and
(b) the Facility Agent determines that the Dollar Equivalent (calculated on that Quarter Date) of the Guaranteed Amount of all Guarantees denominated in an Alternative Currency shall be greater than the Original Dollar Amount of those Guarantees by 5 per cent. or more, the relevant Borrowers shall, within 2 Business Days of receiving the Facility Agent's demand so to do, pay to the credit of their respective Collateral Accounts (as defined in sub-clause 6.5.3) such amounts in the relevant Alternative Currencies to ensure that the aggregate of (i) the Original Dollar Amount of those Guarantees and (ii) the Dollar Equivalent (calculated on that Quarter Date) of all sums standing to the credit of the Collateral Accounts on that Quarter Date shall, after the crediting of such amounts, equal the Dollar Equivalent (calculated on that Quarter Date) of the Guaranteed Amount of those Guarantees.
6.5.2 On each Quarter Date (and on the Final Repayment Date or such earlier date on which the Revolving Credit Facility is cancelled in accordance with the terms of this Agreement), PROVIDED THAT no Default has occurred and is continuing, the Borrowers may withdraw such amounts standing to the credit of the Collateral Accounts (as determined by the Facility Agent and comprised of such Alternative Currencies as the Facility Agent may select) to ensure that, after payment of such amounts, the aggregate of (a) the Original Dollar Amount of all Guarantees denominated in an Alternative Currency and (b) the Dollar Equivalent (calculated on that Quarter Date) of all sums, if any, standing to the credit of the Collateral Accounts on that Quarter Date is equal to the Dollar Equivalent (calculated on that Quarter Date) of the Guaranteed Amount of those Guarantees.
6.5.3 In this Clause 6.5, a "COLLATERAL ACCOUNT" means, in relation to a Borrower and an Alternative Currency, an account of that Borrower in that currency held with such bank as the Facility Agent may nominate and designated as being in respect of Guarantees issued by the Issuing Bank at the request of that Borrower.
6.5.4 On the first occasion a Borrower is obliged to make a payment to a Collateral Account, it shall open that Collateral Account and (to the extent it has not already done so) charge the same to the Facility Agent (as agent and trustee ...
EXCHANGE RATE MOVEMENTS. (a) In respect of successive Interest Periods of a Facility A Loan denominated in an Optional Currency, the Agent shall calculate the amount of the Facility A Loan in that currency for the next following Interest Period (by calculating the amount of that currency equal to the Base Currency Amount of that Facility A Loan at the Agent's Spot Rate of Exchange at the Specified Time) and (subject to paragraph (b) below):
(i) if the amount calculated is less than the existing amount of that Facility A Loan in the Optional Currency during the then current Interest Period, promptly notify the Borrower that has borrowed that Facility A Loan and that Borrower shall pay, on the last day of that Interest Period, an amount equal to the difference; or
(ii) if the amount calculated is more than the existing amount of that Facility A Loan in the Optional Currency during the then current Interest Period, promptly notify each Lender and, if no Event of Default is continuing, each Lender shall, on the last day of that Interest Period, pay its participation in an amount equal to the difference.
(b) If the calculation made by the Agent pursuant to paragraph (a) above shows that the amount of the Facility A Loan in the Optional Currency has increased or decreased by less than 10 per cent. compared to its Base Currency Amount, no notification shall be made by the Agent and no payment shall be required under paragraph (a) above.
EXCHANGE RATE MOVEMENTS. (a) In respect of successive Interest Periods of a Term Loan denominated in a currency (other than the Base Currency), the Lender shall calculate the amount of the Term Loan in that currency for the next following Interest Period (by calculating the amount of that currency equal to the Base Currency Amount of that Term Loan at the Lender's Spot Rate of Exchange three Business Days before the next following Interest Period and (subject to paragraph (b) below):
(i) if the amount calculated is less than the existing amount of that Term Loan in the relevant currency during the then current Interest Period, promptly notify the relevant Borrower that the Borrower shall pay, on the last day of that Interest Period, an amount equal to the difference; or
(b) If the calculation made by the Lender pursuant to paragraph (a) above shows that the amount of the Term Loan in the relevant currency has increased or decreased by less than 5 per cent. compared to its Base Currency Amount, no notification shall be made by the Lender and no payment shall be required under paragraph (a) above.
EXCHANGE RATE MOVEMENTS. (a) In respect of successive Interest Periods of a Term Loan denominated in a currency (other than the Base Currency), the Lender shall calculate the amount of the Term Loan in that currency for the next following Interest Period (by calculating the amount of that currency equal to the Base Currency Amount of that Term Loan at the Lender's Spot Rate of Exchange three Business Days before the next following Interest Period and (subject to paragraph (b) below):
(i) if the amount calculated is less than the existing amount of that Term Loan in the relevant currency during the then current Interest Period, promptly notify the relevant Borrower that the Borrower shall pay, on the last day of that Interest Period, an amount equal to the difference; or
(ii) if the amount calculated is more than the existing amount of that Term Loan in the relevant currency during the then current Interest Period, the Lender shall, if no Event of Default is continuing, on the last day of that Interest Period, pay an amount equal to the difference.
EXCHANGE RATE MOVEMENTS. In relation to each Term Advance drawn in an Alternative Currency, if on the date falling 6 months after the Drawdown Date of such Term Advance the Agent determines that the Euro Equivalent (calculated on that date) of that Term Advance exceeds the Original Euro Amount of that Term Advance by 5 per cent. or more, (all of such excess being hereafter referred to as the "EXCESS AMOUNT") the relevant Borrower shall, within 2 Business Days of receiving the Agent's demand so to do:
6.3.1 pay to the credit of such blocked account or accounts as the Agent shall stipulate, an amount equal to the Excess Amount; or
6.3.2 repay an amount of the relevant Term Advance equal to the Excess Amount.
EXCHANGE RATE MOVEMENTS. (a) The Agent shall calculate the amount of any Term Loan or Facility B Loan, as the case may be, in the Optional Currency for the next succeeding Interest Period (by calculating the amount of Optional Currency equal to the Base Currency Amount of that Term Loan or, as the case may be, Facility B Loan at the Agent's Spot Rate of Exchange at the Specified Time) and (subject to paragraph (b) below):
(i) if the amount calculated is less than the existing amount of that Term Loan or Facility B Loan, as the case may be, in the Optional Currency during the then current Interest Period, promptly notify the Borrower that has borrowed that Term Loan or, as the case may be, Facility B Loan and that Borrower shall pay, on the last day of that Interest Period, an amount equal to the difference; or
(ii) if the amount calculated is more than the existing amount of that Term Loan or Facility B Loan, as the case may be, in the Optional Currency during the then current Interest Period, promptly notify each Lender and, if no Event of Default is continuing, each Lender shall, on the last day of that Interest Period, pay its participation in an amount equal to the difference.
(b) If the calculation made by the Agent pursuant to paragraph (a) above shows that the amount of the Term Loan or Facility B Loan, as the case may be, in the Optional Currency for the next succeeding Interest Period converted into the Base Currency at the Agent's Spot Rate of Exchange at the Specified Time has increased or decreased by less than 5 per cent. compared to its Base Currency Amount (taking into account any payments made pursuant to paragraph (a) above), no notification shall be made by the Agent and no payment shall be required under paragraph (a) above.
EXCHANGE RATE MOVEMENTS. 5.5.1 If on any Quarter Date:
(a) the Total Revolving Credit Amount exceeds the Revolving Credit Facility Limit; and
(b) the Facility Agent determines that the Euro Equivalent (calculated on that Quarter Date) of the Guaranteed Amount of all Bank Guarantees denominated in an Alternative Currency shall be greater than the Original Euro Amount of those Bank Guarantees by 5 per cent. or more,
