Common use of Margin Adjustment Clause in Contracts

Margin Adjustment. (a) 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 at 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 applicable to 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 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 table below. (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) Any reduction in the Margin under clause 8.6(a) shall take effect on the first day of the first Interest Period occurring after the date on which the Facility Agent has received the Quarterly Accounts for the Accounting Quarter ending on the last day of the 12 months period referred to in clause 8.6(a) (together with the corresponding Compliance Certificates) until (but excluding) the date (a "READJUSTMENT DATE") which is the earlier of: (i) the date on which the Facility Agent receives the Quarterly Accounts for the immediately following Accounting Quarter (together with the corresponding Compliance Certificate); and (ii) the latest date by which the Facility Agent should have received the Quarterly Accounts referred to in clause 8.6(b)(i) under clause 20.10(c)(ii) (FSHC Financial statements) and under clause 20.10(d)(ii) (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 return to 2.25 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 not, on any one occasion for that reduction in accordance with clauses 8.6(a) and (b), be reduced by more than 0.25 per cent. per annum. (d) No decrease in the Margin shall take effect if an Event of Default is outstanding. If an Event of Default occurs, the Margin applicable to the Term A Facility and the Margin applicable to the Revolving Facility shall immediately return to (if it is not already) 2.25 per cent. per annum, until the time when no Default is outstanding, (when the Margin will again be determined in accordance with this 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 is: (A) 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 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 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 manifest error, be conclusive.

Margin Adjustment. (a) Subject to clause 8.2 and clauses 8.6(b) to (d) (inclusive), if If at any time any consolidated annual or quarterly Accounts of the Group for an Accounting Period ending on or about 30th June or 31st December in any year delivered to the Facility Agent pursuant to Clause 21.2(a) or (b) disclose that the ratio of Consolidated EBIT to Consolidated Net Interest Payable for a period comprising an annual Accounting Period or four consecutive quarterly Accounting Periods ending on or after 30 September 2003 any Quarterly Accounts delivered during the four most recently preceding Accounting Quarters show that, as at first anniversary of the Testing Closing Date for that Accounting Quarter, the ratio of -51- Target Total Net Debt to Target Adjusted EBITDA is is: (I) greater than 2.50:1 but less than 2.50:1.00 then the Margin applicable or equal to 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 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 table below.3.25:1; or (3II) SENIOR DEBT TO EBITDA TERM A FACILITY REVOLVING FACILITY MARGIN MARGIN greater than 3.25:1 but less than or equal to 4.00:1; or (III) greater than 4.00:1, (1. 00%) per annum, in each case during (%but only during) 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 the period from (band including) Any reduction in the Margin under clause 8.6(a) shall take effect on the first day of the first Interest Period occurring after the date on which the Facility Agent has received the Quarterly relevant Accounts for pursuant to Clauses 21.2(a)(i) or 21.2(b), as the Accounting Quarter ending on case may be, and the last day of reports and certificates relating thereto pursuant to Clause 21.2(d)(i) or (ii), as the 12 months period referred to in clause 8.6(a) (together with the corresponding Compliance Certificates) case may be, until (but excluding) the date (a "READJUSTMENT DATE") which is earlier of the earlier offollowing dates: (i) the date on which the Facility Agent next receives the Quarterly relevant Accounts for an annual Accounting Period or four consecutive quarterly Accounting Periods for an Accounting Period ending on or about 30th June or 31st December in any year pursuant to Clauses 21.2(a)(i) or Clause 21.2(b), as the immediately following Accounting Quarter case may be, and a report and certificate relating thereto pursuant to Clause 21.2(d)(i) or (together with the corresponding Compliance Certificateii); andor (ii) the latest date (the "Latest Date") by which the Facility Agent should have received the Quarterly any such Accounts referred to in clause 8.6(b)(i) under clause 20.10(c)(ii) (FSHC Financial statements) and under clause 20.10(d)(ii) (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 return to 2.25 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 not, on any one occasion for that reduction certificates in accordance with clauses 8.6(a) and (b), be reduced by more than 0.25 per cent. per annum. (d) No decrease in the Margin shall take effect if an Event terms of Default is outstanding. If an Event of Default occurs, the Margin applicable to the Term A Facility and the Margin applicable to the Revolving Facility shall immediately return to (if it is not already) 2.25 per cent. per annum, until the time when no Default is outstanding, (when the Margin will again be determined in accordance with this 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 Clauses where the Facility Agent has not issued a notice under clause 21.2 (Cancellation and repayment) during received the same by such time. (e) If: (i) the Margin isdate; PROVIDED THAT: (A) decreased or increased if the Margin has been reduced in accordance 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 this clause 8.6 retrospective effect so that the Margin shall be that justified by the audited consolidated Accounts of the Group and amounts calculated by reference to Quarterly Accounts; orthe 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) Quarterly Accounts indicate that no change in any reduced Margin which would otherwise apply by virtue of the provisions of this Clause shall be suspended and the Margin is required; and in respect of any Tranche A Advance or Tranche D Utilisation shall be increased to one point seven five zero per cent. (ii1.750%) subsequent Annual Accounts shown that per annum from 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 date on which the Facility Agent for gives notice pursuant to Clause 23.2 until the account Facility Agent has waived the Event of Default or the 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 Facility Agent is notified in writing 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 Event 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 manifest error, be conclusiveDefault is otherwise remedied.

Margin Adjustment. (a) Subject Save as provided in this Clause 6.6 (Margin Adjustment) the Margin in relation to clause 8.2 and clauses 8.6(beach 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 of the Group last received by the Facility Agent pursuant to (dClause 16.6(d) (inclusive), if at any time on or after 30 September 2003 any Quarterly Accounts Financial Statements) together with the certificate relating thereto delivered during the four most recently preceding Accounting Quarters show that, pursuant to Clause 16.6(e)(i) (Compliance Certificates) disclose a Leverage Ratio as at and for the Testing Date for that 12 month period ending on the last day of the relevant Accounting Quarter, Quarter at a level which in accordance with the ratio of -51- Target Total Net Debt to Target Adjusted EBITDA is less than 2.50:1.00 table set out below indicates a reduced Margin then the Margin applicable to the Term A Facility shall be reduced to the rate a percentage per annum set out in the second column of the table below, and the Margin applicable to 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 determined as specified in column 1 of the table below. follows: (3x) 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 x > 4.25 2 2 4.25 /X/ x > 3.50 1.75 1. 751.75 3.50 /X/ x > 2.50 1.5 1.5 2.50 /X/ x 1.25 1.25 provided that: (bA) Any there shall be no reduction in the Margin under clause 8.6(aand the provisions of this Clause 6.6(b) shall be suspended until the Facility Agent has received the quarterly consolidated financial statements of the Group for the Accounting Quarter ending 31 December 2003 in accordance with Clause 16.6(d) (Financial Statements) together with the certificate relating thereto in accordance with Clause 16.6(e)(i) (Compliance Certificates); (B) any change in the Margin shall take effect on during (but only during) the first day of the first Interest Period occurring after period from (and including) the date on which the Facility Agent has received the Quarterly Accounts for the Accounting Quarter ending on the last day relevant quarterly financial statements of the 12 months period referred to Group in clause 8.6(aaccordance with Clause 16.6(d) (together Financial Statements) and the certificate relating thereto in accordance with the corresponding Clause 16.6(e)(i) (Compliance Certificates) until (but excluding) the date (a "READJUSTMENT DATE") which is being the earlier of:of:- (iI) the date on which the Facility Agent next receives quarterly financial statements pursuant to Clause 16.6(d) (Financial Statements) and the Quarterly Accounts for the immediately following Accounting Quarter certificate relating thereto pursuant to Clause 16.6(e)(i) (together with the corresponding Compliance CertificateCertificates); and; (iiII) the latest date by which the Facility Agent should have received the Quarterly Accounts quarterly financial statements and certificates relating thereto referred to in clause 8.6(b)(isub paragraph (I) under clause 20.10(c)(ii) (FSHC Financial statements) and under clause 20.10(d)(ii) (PHFL Financial Statements). above; and, on each Readjustment Date, the Margin applicable shall revert to its original level at the Term A Facility and the Margin applicable to the Revolving Facility shall return to 2.25 per cent. per annumdate of this Agreement, unless a lower Margin is than the original level of Margin shall be applicable under this clause 8.6. (c) The Margin applicable to the Term A Facility and the Margin applicable to the Revolving Facility shall not, on any one occasion for that reduction in accordance with clauses 8.6(athis Clause 6.6 (Margin Adjustment); (C) and (bnotwithstanding the provisions of Clause 6.6(b), be reduced the Margin shall not reduce by more than 0.25 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 cent. per annum.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; (dD) No there shall be no decrease in the Margin shall take effect if an Event of Default is outstanding. If an or Potential Event of Default occurs, the Margin applicable to the Term A Facility has occurred which is continuing and the Margin applicable to the Revolving Facility shall immediately return revert to (if it is not already) 2.25 per cent. per annum, its original level at the date of this Agreement until the such time when no as any Event of Default or Potential Event of Default is outstandingno longer continuing, (when whereupon the Margin will again shall be determined in accordance with this clause 8.6). For Clause 6.6 (Margin Adjustment) on the purpose basis of this clause 8.6, any Event the most recently delivered quarterly consolidated financial statements 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 is: (A) 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 Margin is requiredGroup; and (iiE) subsequent Annual Accounts shown that in calculating the Margin should have been higher or lower than the level shown by those Quarterly AccountsLeverage Ratio, then: (A) where the subsequent Annual Accounts show that the Margin should have been higher than the level shown by those Quarterly Accountsthere shall be excluded from consolidated EBITDA, the Parent shall, promptly following demand by the Facility Agent, pay (or procure that the Borrowers pay) EBITDA which is attributable to the Facility Agent for the account of the 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 manifest error, be conclusiveUK ▇▇▇▇▇.

Margin Adjustment. (a) 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 at the Testing Date for that Accounting Quarterterms of this Clause 8.6, the ratio of -51- Target Total Net Debt Margin in relation to Target Adjusted EBITDA is less than 2.50:1.00 then the Margin applicable to the Term A Facility each Advance shall be reduced to the rate per annum set out specified for the Facility in the second column of the table below, and the Margin applicable to 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 table belowClause 1.1 (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) Any reduction in Subject to paragraphs (c) to (f), if the Margin under clause 8.6(a) shall take effect on the first day ratio of the first Interest Period occurring after the date on which the Facility Agent has received the Quarterly Accounts for the Accounting Quarter ending on the last day of the 12 months period referred Total Net Rental Income to in clause 8.6(a) (together with the corresponding Compliance Certificates) until (but excluding) the date (a "READJUSTMENT DATE") which is the earlier ofFinance Costs for: (i) each of the date on which previous three consecutive months as set out in the Facility Agent receives the Quarterly Accounts for the immediately following Accounting Quarter (together with the corresponding Compliance Certificate)relevant Drawdown Reports was greater than 1.75:1; and (ii) each of the latest date next three consecutive months is projected by which the Parent (based on calculations and certifications of the Parent in form and substance satisfactory to the Facility Agent should have received the Quarterly Accounts referred acting reasonably) to in clause 8.6(b)(i) under clause 20.10(c)(ii) (FSHC Financial statements) and under clause 20.10(d)(ii) (PHFL Financial Statements). and, on each Readjustment Datebe greater than 1.75:1, the Margin applicable to the Term A Facility and the Margin applicable to the Revolving Facility shall return to 2.25 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 not, on any one occasion for that reduction in accordance with clauses 8.6(a) and (b), be reduced by more than 0.25 1.50 per cent. per annum. (c) The Margin specified in paragraph (b) shall not apply before the Facility Agent receives the Drawdown Reports, calculations and certifications referred to in that paragraph. (d) No decrease Subject to paragraph (c) the Margin specified in paragraph (b) shall apply with effect from the next Interest Payment Date following the date of delivery of the most recent Drawdown Report referred to in paragraph (b)(i). (e) If at any time the ratio of Total Net Rental Income to Finance Costs for either: (i) each of the previous three consecutive months; or (ii) any three out of each of the previous six consecutive months, as set out in the relevant Drawdown Reports was equal to or less than 1.75:1, the Margin shall take shall, with effect if an Event from the next Interest Payment Date following the date of Default is outstanding. delivery of the most recent relevant Drawdown Report, revert to the ratio specified in Clause 1.1 (Definitions) unless and until the conditions specified in paragraph (b) are satisfied. (f) If an Event of Default occurs, occurs and while it is continuing the Margin applicable shall immediately revert to the Term A Facility and rate specified in Clause 1.1 (Definitions) until no Event of Default is continuing, in which case the Margin applicable to the Revolving Facility shall immediately return to (if it is not already) 2.25 per cent. per annum, until the time when no Default is outstanding, (when the Margin will again then be determined in accordance with this clause 8.6paragraph (b). 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 is: (A) 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 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 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 manifest error, be conclusive.