Common use of Margin Adjustment Clause in Contracts

Margin Adjustment. (a) Save as provided in this Clause 9.7, the Margin in relation to each Advance shall be the rate applicable to that Advance as specified in the definition of Margin contained in Clause 1.1 (Definitions). (b) In the event that the consolidated financial statements for an Accounting Quarter of the Group last received by the Agent pursuant to Clause 22.8(d)(ii) (Financial Statements) together with the certificate relating thereto delivered pursuant to Clause 22.8(e)(i) (Financial Covenant Compliance Certificates/Management Meeting) disclose the Net Leverage Ratio as at and for the four consecutive Accounting Quarters ending on the last day of the relevant Accounting Quarter at a level which, in accordance with the table set out below, indicates a reduced Margin then the Margin shall be a percentage per annum determined as follows: Greater than or equal to 2.5:1 1.375 % Greater than or equal to 2.0:1 but less than 2.5:1 1.00 % Less than 2.0:1 0.75 % provided that: (i) there shall be no reduction in the Margin prior to receipt by the Agent of the quarterly consolidated financial statements of the Group for the first two complete Accounting Quarters falling after the 2003 Effective Date; (ii) any change in the Margin shall take effect during (but only during) the period from (and including) the date on which the Agent has received the relevant financial statements for an Accounting Quarter of the Group in accordance with Clause 22.8(d)(ii) (Financial Statements) and the certificate relating thereto in accordance with Clause 22.8(e)(i) (Financial Covenant Compliance Certificates/Management Meeting) until (but excluding) the date (a “Readjustment Date”) being the earlier of: (A) the latest of the date on which the Agent next receives financial statements for an Accounting Quarter pursuant to Clause 22.8(d)(ii) (Financial Statements) and the date on which the Agent receives the certificate relating thereto pursuant to Clause 22.8(e)(i) (Financial Covenant Compliance Certificates/ Management Meetings); and (B) the latest date by which the Agent should have received the financial statements for an Accounting Quarter and certificate relating thereto referred to in sub paragraph (A) above; (iii) on each Readjustment Date, the Margin shall revert to its original level at the 2003 Effective Date, unless a lower Margin shall be applicable in accordance with this Clause 9.7 (Margin Adjustment); and (iv) there shall be no decrease in the Margin if an Event of Default or Potential Event of Default has occurred and is continuing and the Margin shall immediately revert to its original level at the 2003 Effective Date until such time as any Event of Default or Potential Event of Default is no longer continuing, whereupon the Margin shall be determined in accordance with this Clause 9.7 (Margin Adjustment) on the basis of the most recently delivered consolidated financial statements for an Accounting Quarter of the Group.

Margin Adjustment. (a) Save as provided in this Clause 9.7, If at any time any consolidated annual or quarterly Accounts of the Margin in relation to each Advance shall be the rate applicable to that Advance as specified in the definition of Margin contained in Clause 1.1 (Definitions). (b) In the event that the consolidated financial statements Group for an Accounting Quarter of Period ending on or about 30th June or 31st December in any year delivered to the Group last received by the Facility Agent pursuant to Clause 22.8(d)(ii21.2(a) or (Financial Statements) together with the certificate relating thereto delivered pursuant to Clause 22.8(e)(i) (Financial Covenant Compliance Certificates/Management Meetingb) disclose that the ratio of Consolidated EBIT to Consolidated Net Leverage Ratio as at and Interest Payable for the a period comprising an annual Accounting Period or four consecutive quarterly Accounting Quarters Periods ending on or after the last day first anniversary of the relevant Accounting Quarter at a level which, in accordance with the table set out below, indicates a reduced Margin then the Margin shall be a percentage per annum determined as follows: Greater Closing Date is: (I) greater than 2.50:1 but less than or equal to 2.5:1 1.375 % Greater 3.25:1; or (II) greater than 3.25:1 but less than or equal to 2.0:1 but less than 2.5:1 1.00 % Less than 2.0:1 0.75 % provided that:4.00:1; or (iIII) there shall be no reduction in the Margin prior to receipt by the Agent of the quarterly consolidated financial statements of the Group for the first two complete Accounting Quarters falling after the 2003 Effective Date;greater than 4.00:1, (ii1. 00%) any change per annum, in the Margin shall take effect each case during (but only during) the period from (and including) the date on which the Facility Agent has received the relevant financial statements for an Accounting Quarter of Accounts pursuant to Clauses 21.2(a)(i) or 21.2(b), as the Group in accordance with Clause 22.8(d)(ii) (Financial Statements) case may be, and the certificate reports and certificates relating thereto in accordance with pursuant to Clause 22.8(e)(i21.2(d)(i) or (Financial Covenant Compliance Certificates/Management Meeting) ii), as the case may be, until (but excluding) the date (a “Readjustment Date”) being earlier of the earlier offollowing dates: (Ai) the latest of the date on which the Facility Agent next receives financial statements the relevant Accounts for an annual Accounting Period or four consecutive quarterly Accounting Periods for an Accounting Quarter Period ending on or about 30th June or 31st December in any year pursuant to Clauses 21.2(a)(i) or Clause 22.8(d)(ii) (Financial Statements) 21.2(b), as the case may be, and the date on which the Agent receives the a report and certificate relating thereto pursuant to Clause 22.8(e)(i21.2(d)(i) or (Financial Covenant Compliance Certificates/ Management Meetingsii); andor (ii) the latest date (the "Latest Date") by which the Facility Agent should have received any such Accounts and certificates in accordance with the terms of such Clauses where the Facility Agent has not received the same by such date; PROVIDED THAT: (A) if the Margin has been reduced in reliance on the unaudited consolidated Accounts of the Group (and corresponding certificate) for four consecutive quarterly Accounting Periods together constituting an annual Accounting Period and the audited consolidated Accounts of the Group for such annual Accounting Period (and corresponding report and certificate) do not justify that reduction, such reduction shall be reversed with retrospective effect so that the Margin shall be that justified by the audited consolidated Accounts of the Group and amounts calculated by reference to the reduced Margin (whether or not already paid) shall be recalculated by reference to the Margin justified by such audited Accounts and the Borrowers shall be required to make a payment to the Facility Agent to cover any shortfall in amounts which should have been received by the Lenders following any such recalculation; (B) any reduced Margin which would otherwise apply by virtue of the latest provisions of this Clause shall be suspended and the Margin in respect of any Tranche A Advance or Tranche D Utilisation shall be increased to one point seven five zero per cent. (1.750%) per annum from the date by on which the Facility Agent should have received gives notice pursuant to Clause 23.2 until the financial statements for an Accounting Quarter and certificate relating thereto referred to in sub paragraph (A) above; (iii) on each Readjustment Date, Facility Agent has waived the Margin shall revert to its original level at the 2003 Effective Date, unless a lower Margin shall be applicable in accordance with this Clause 9.7 (Margin Adjustment); and (iv) there shall be no decrease in the Margin if an Event of Default or Potential Event of Default has occurred and the Facility Agent is continuing and notified in writing that the Margin shall immediately revert to its original level at the 2003 Effective Date until such time as any Event of Default or Potential Event of Default is no longer continuing, whereupon the Margin shall be determined in accordance with this Clause 9.7 (Margin Adjustment) on the basis of the most recently delivered consolidated financial statements for an Accounting Quarter of the Groupotherwise remedied.

Margin Adjustment. (a) Save Subject to clause 8.2 and clauses 8.6(b) to (d) (inclusive), if at any time on or after 30 September 2003 any Quarterly Accounts delivered during the four most recently preceding Accounting Quarters show that, as provided in this Clause 9.7at the Testing Date for that Accounting Quarter, the ratio of -51- Target Total Net Debt to Target Adjusted EBITDA is less than 2.50:1.00 then the Margin in relation applicable to each Advance the Term A Facility shall be reduced to the rate per annum set out in the second column of the table below, and the Margin applicable to that Advance the Revolving Facility shall be reduced to the rate per annum set out in the third column of the table below depending on the ratio actually achieved as specified in column 1 of the definition of Margin contained in Clause 1.1 table below. (Definitions).3) SENIOR DEBT TO EBITDA TERM A FACILITY REVOLVING FACILITY MARGIN MARGIN (%) (%) Less than 2.50:1.00 but more than or 2.00 2.00 equal to 2.00:1.00 00 1.75 1. 75 (b) In Any reduction in the event that Margin under clause 8.6(a) shall take effect on the consolidated financial statements first day of the first Interest Period occurring after the date on which the Facility Agent has received the Quarterly Accounts for an the Accounting Quarter of the Group last received by the Agent pursuant to Clause 22.8(d)(ii) (Financial Statements) together with the certificate relating thereto delivered pursuant to Clause 22.8(e)(i) (Financial Covenant Compliance Certificates/Management Meeting) disclose the Net Leverage Ratio as at and for the four consecutive Accounting Quarters ending on the last day of the relevant Accounting Quarter at a level which, 12 months period referred to in accordance clause 8.6(a) (together with the table set out below, indicates a reduced Margin then the Margin shall be a percentage per annum determined as follows: Greater than or equal to 2.5:1 1.375 % Greater than or equal to 2.0:1 but less than 2.5:1 1.00 % Less than 2.0:1 0.75 % provided that: (i) there shall be no reduction in the Margin prior to receipt by the Agent of the quarterly consolidated financial statements of the Group for the first two complete Accounting Quarters falling after the 2003 Effective Date; (ii) any change in the Margin shall take effect during (but only during) the period from (and including) the date on which the Agent has received the relevant financial statements for an Accounting Quarter of the Group in accordance with Clause 22.8(d)(ii) (Financial Statements) and the certificate relating thereto in accordance with Clause 22.8(e)(i) (Financial Covenant corresponding Compliance Certificates/Management Meeting) until (but excluding) the date (a “Readjustment Date”"READJUSTMENT DATE") being which is the earlier of: (Ai) the latest of the date on which the Agent next receives financial statements for an Accounting Quarter pursuant to Clause 22.8(d)(ii) (Financial Statements) and the date on which the Facility Agent receives the certificate relating thereto pursuant to Clause 22.8(e)(i) Quarterly Accounts for the immediately following Accounting Quarter (Financial Covenant together with the corresponding Compliance Certificates/ Management MeetingsCertificate); and (Bii) the latest date by which the Facility Agent should have received the financial statements for an Accounting Quarter and certificate relating thereto Quarterly Accounts referred to in sub paragraph clause 8.6(b)(i) under clause 20.10(c)(ii) (AFSHC Financial statements) above; and under clause 20.10(d)(ii) (iii) PHFL Financial Statements). and, on each Readjustment Date, the Margin applicable to the Term A Facility and the Margin applicable to the Revolving Facility shall revert return to its original level at the 2003 Effective Date2.25 per cent. per annum, unless a lower Margin is applicable under this clause 8.6. (c) The Margin applicable to the Term A Facility and the Margin applicable to the Revolving Facility shall be applicable not, on any one occasion for that reduction in accordance with this Clause 9.7 clauses 8.6(a) and (Margin Adjustmentb); and, be reduced by more than 0.25 per cent. per annum. (ivd) there shall be no No decrease in the Margin shall take effect if an Event of Default or Potential is outstanding. If an Event of Default has occurred and is continuing occurs, the Margin applicable to the Term A Facility and the Margin applicable to the Revolving Facility shall immediately revert return to its original level at (if it is not already) 2.25 per cent. per annum, until the 2003 Effective Date until such time as any Event of Default or Potential Event of when no Default is no longer continuingoutstanding, whereupon (when the Margin shall will again be determined in accordance with this Clause 9.7 clause 8.6). For the purpose of this clause 8.6, any Event of Default under clause 21.(b)(i) (Breach of other obligations), occurring as a result of an Obligor failing to comply with clause 20.14 (Financial covenants) only, shall be deemed to have been remedied if the Obligor is in compliance with the provisions of clause 20.14 (Financial covenants) for the next Testing Date following such Event of Default, and provided the Facility Agent has not issued a notice under clause 21.2 (Cancellation and repayment) during such time. (e) If: (i) the Margin Adjustmentis: (A) on decreased or increased in accordance with this clause 8.6 by reference to Quarterly Accounts; or (B) Quarterly Accounts indicate that no change in the basis Margin is required; and (ii) subsequent Annual Accounts shown that the Margin should have been higher or lower than the level shown by those Quarterly Accounts, then: (A) where the subsequent Annual Accounts show that the Margin should have been higher than the level shown by those Quarterly Accounts, the Parent shall, promptly following demand by the Facility Agent, pay (or procure that the Borrowers pay) to the Facility Agent for the account of the most recently delivered consolidated financial statements for an Accounting Quarter Lenders the additional amount which would have been payable by the Borrowers if the Margin had been increased to the correct level during the relevant periods as shown by the relevant Annual Accounts; and (B) where the subsequent Annual Accounts show that the Margin should have been lower than the level shown by those Quarterly Accounts, then the Margin shall reduce with immediate effect in respect of interest accrued but unpaid in the first Interest Period occurring after receipt of such Quarterly Accounts up to a maximum accrual period of 3 months. The Facility Agent's determination of any adjustments payable under this clause 8.6(f) shall, except in the case of the Groupmanifest error, be conclusive.

Margin Adjustment. (a) Save as provided in this Clause 9.7, 6.6 (Margin Adjustment) the Margin in relation to each Advance shall be the rate applicable to that Advance as specified in the definition of Margin contained in Clause 1.1 (Definitions). (b) In the event that the quarterly consolidated financial statements for an Accounting Quarter of the Group last received by the Facility Agent pursuant to Clause 22.8(d)(ii16.6(d) (Financial Statements) together with the certificate relating thereto delivered pursuant to Clause 22.8(e)(i16.6(e)(i) (Financial Covenant Compliance Certificates/Management Meeting) disclose the Net a Leverage Ratio as at and for the four consecutive Accounting Quarters 12 month period ending on the last day of the relevant Accounting Quarter at a level which, which in accordance with the table set out below, below indicates a reduced Margin then the Margin shall be a percentage per annum determined as follows: Greater than or equal to 2.5:1 1.375 % Greater than or equal to 2.0:1 but less than 2.5:1 1.00 % Less than 2.0:1 0.75 % (x) (%) (%) x > 4.25 2 2 4.25 /X/ x > 3.50 1.75 1.75 3.50 /X/ x > 2.50 1.5 1.5 2.50 /X/ x 1.25 1.25 provided that: (iA) there shall be no reduction in the Margin prior to receipt by and the provisions of this Clause 6.6(b) shall be suspended until the Facility Agent of has received the quarterly consolidated financial statements of the Group for the first two complete Accounting Quarters falling after Quarter ending 31 December 2003 in accordance with Clause 16.6(d) (Financial Statements) together with the 2003 Effective Datecertificate relating thereto in accordance with Clause 16.6(e)(i) (Compliance Certificates); (iiB) any change in the Margin shall take effect during (but only during) the period from (and including) the date on which the Facility Agent has received the relevant quarterly financial statements for an Accounting Quarter of the Group in accordance with Clause 22.8(d)(ii16.6(d) (Financial Statements) and the certificate relating thereto in accordance with Clause 22.8(e)(i16.6(e)(i) (Financial Covenant Compliance Certificates/Management Meeting) until (but excluding) the date (a “Readjustment Date”"READJUSTMENT DATE") being the earlier of:of:- (AI) the latest of the date on which the Facility Agent next receives quarterly financial statements for an Accounting Quarter pursuant to Clause 22.8(d)(ii16.6(d) (Financial Statements) and the date on which the Agent receives the certificate relating thereto pursuant to Clause 22.8(e)(i16.6(e)(i) (Financial Covenant Compliance Certificates/ Management MeetingsCertificates); and; (BII) the latest date by which the Facility Agent should have received the quarterly financial statements for an Accounting Quarter and certificate certificates relating thereto referred to in sub paragraph (AI) above; (iii) ; and, on each Readjustment Date, the Margin shall revert to its original level at the 2003 Effective Datedate of this Agreement, unless a lower Margin than the original level of Margin shall be applicable in accordance with this Clause 9.7 6.6 (Margin Adjustment); and; (ivC) notwithstanding the provisions of Clause 6.6(b), the Margin shall not reduce by more than 0.25% on any Readjustment Date; provided that if the quarterly consolidated financial statements of the Group for the Accounting Quarter ending 31 December 2003 only are received by the Facility Agent in accordance with Clause 16.6(d) (Financial Statements) together with the certificate relating thereto in accordance with Clause 16.6(e) (Compliance Certificates) and such financial statements and certificates disclose a Leverage Ratio as at and for the twelve month period ending on the last day of the Accounting Quarter ending 31 December 2003 at a level which in accordance with the table set out above indicates a reduced Margin, then the Margin on that date shall be set at the relevant percentage per annum indicated in that table for the period commencing on that date until (but excluding) the next Readjustment Date, and thereafter the Margin shall not reduce by more than 0.25% on any Readjustment Date; (D) there shall be no decrease in the Margin if an Event of Default or Potential Event of Default has occurred and which is continuing and the Margin shall immediately revert to its original level at the 2003 Effective Date date of this Agreement until such time as any Event of Default or Potential Event of Default is no longer continuing, whereupon the Margin shall be determined in accordance with this Clause 9.7 6.6 (Margin Adjustment) on the basis of the most recently delivered quarterly consolidated financial statements for an Accounting Quarter of the Group; and (E) in calculating the Leverage Ratio, there shall be excluded from consolidated EBITDA, EBITDA which is attributable to UK Xxxxx.