Common use of Margin adjustments Clause in Contracts

Margin adjustments. (a) The Margin for the period commencing on the Second Effective Date and ending on the date falling six months after the Second Effective Date will be 1.75 per cent. per annum. (b) Thereafter, the Margin will be calculated by reference to the table below and the information set out in the relevant Compliance Certificate and financial statements for the relevant person: (c) Any change in the Margin will, subject to paragraph (d) below, apply to each Loan from the Business Day following receipt by the Facility Agent of the Compliance Certificate and the related financial statements indicating such change, provided that, on the date falling six months after the Second Effective Date, any change in the Margin will be calculated by reference to the table above using the information set out in the Compliance Certificate and financial statements which, as of that date, have most recently been delivered to the Facility Agent. (d) For so long as: (i) the Company is in default of its obligation under this Agreement to provide a Compliance Certificate or relevant financial statements; or (ii) an Event of Default is outstanding, at the option of the Majority Lenders, the Margin will be the highest applicable rate set out in the table in paragraph (b) above. (e) If the Margin has been calculated on the basis of a Compliance Certificate but would have been higher if it had been based on the audited financial statements of the Company in respect of the financial period in which that Compliance Certificate was delivered, the Margin will instead be calculated by reference to those audited financial statements of the Company. Any change will have a retrospective effect. If, in this event, any interest has been paid by a Borrower on the basis of the Compliance Certificate, a Borrower must immediately pay to the Facility Agent any interest which would have been paid to the Lenders if the Margin had been calculated by reference to the audited financial statements.

Margin adjustments. (a) The Margin for the period commencing on the Second Effective Date and ending on the date falling six months after the Second Effective Date will be 1.75 per cent. per annum. (b) ThereafterSubject as set out below, the Margin for Facilities A and B will be calculated by reference to the table below and the information set out in each Compliance Certificate delivered after the first anniversary of the date of this Agreement: Column 1 Column 2 (b) Any adjustment to the Margin pursuant to paragraph (a) above shall be effective from the date falling 5 Business Days after the date of delivery of the relevant Compliance Certificate and financial statements for the relevant person:applicable accounts. (c) Any change in the Margin will, subject to paragraph (d) below, apply to each Loan from the Business Day following receipt by the Facility Agent of the Compliance Certificate and the related financial statements indicating such change, provided that, on the date falling six months after the Second Effective Date, any change in the Margin will be calculated by reference to the table above using the information set out in the Compliance Certificate and financial statements which, as of that date, have most recently been delivered to the Facility Agent. (d) For so long as: (i) the Company KDG is in default of its obligation under this Agreement agreement to provide a Compliance Certificate or relevant financial statementsCertificate; or (ii) an Event of Default is outstanding, at the option of the Majority Lenders, the Margin for Facilities A and B will be 2.00 per cent. per annum, provided that once KDG has provided the highest outstanding Compliance Certificate or the Event of Default is no longer outstanding (as the case may be), that Margin shall revert to the applicable rate set out Margin calculated in the table in accordance with paragraph (ba) above. (ed) If the Margin has been calculated reduced under this Clause in reliance on the basis of a Compliance Certificate Certificate, but would have been higher if it had been based on the subsequent audited financial statements of KDG do not confirm the Company in respect of the financial period in which that Compliance Certificate was deliveredreduction, the reduction will be reversed with retrospective effect. The Margin will instead be that calculated by reference to those the relevant audited financial statements of the Company. Any change will have a retrospective effectKDG. If, in this event, any amount of interest has been paid by a Borrower on the basis of the Compliance Certificate, a that Borrower must immediately pay to the Facility Agent Agent, within three Business Days of demand, any interest shortfall in the amount which would have been paid to the Lenders if the Margin had been calculated by reference to the relevant audited financial statements.

Margin adjustments. (a) The Margin for Subject to the period commencing on other provisions of this Clause, from the Second Effective Date and ending on the first test date falling six months after the Second Effective Date will be 1.75 per cent. per annum. under Clause 22.7(c) (b) ThereafterInterest Cover), the Margin will be calculated by reference to in accordance with the table set out below and the information set out in the relevant Compliance Certificate and financial statements for the relevant person:Certificate: 175 or more 1.50 less than 175 2.25 (cb) Any change in the Margin willwill occur, subject to paragraph (dc) below, apply to each on the first day of the Interest Period for a Loan from the Business Day following receipt by the Facility Agent of the a Compliance Certificate and the related financial statements indicating such change, provided that, on the date falling six months after the Second Effective Date, any change in the Margin will be calculated by reference to the table above using the information set out in the Compliance Certificate and financial statements which, as of that date, have most recently been delivered to the Facility AgentCertificate. (dc) For so long as: (i) the Company is in default of its obligation under this Agreement to provide a Compliance Certificate or relevant financial statementsCertificate; or (ii) an Event of Default is outstanding, at the option of the Majority Lenders, the Margin will be the highest applicable rate set out in the table in paragraph (b) aboverate, being 2.25 per cent. per annum. (ed) If the Margin has been calculated on the basis of a Compliance Certificate but but: (i) would have been higher if it had been based on the audited subsequent financial statements of the Company in respect of the financial period in which that Compliance Certificate was deliveredCompany, the Margin will instead be calculated by reference to those audited the relevant financial statements of the Company. Any change will have a retrospective effect. If, in this event, any amount of interest has been paid by a the Borrower on the basis of the Compliance Certificate, a the Borrower must immediately pay to the Facility Agent any interest shortfall in the amount which would have been paid to the Lenders if the Margin had been calculated by reference to the audited relevant financial statements; or (ii) subsequently the Compliance Certificate proves to be incorrect or subject to adjustment in any respect so that, had the Compliance Certificate been correct on its delivery, the Borrower would not have been entitled to a reduction in the Margin or the Margin would have been increased in respect of that and any subsequent Interest Periods, the Borrower shall promptly pay to the Facility Agent the amount which represents the difference between the amount which the Lenders actually received and the amount which the Lenders should have received. Any change will have a retrospective effect.

Margin adjustments. (a) The Margin for Subject to the period commencing on other provisions of this Clause, from the Second Effective Date and ending on the first test date falling six months after the Second Effective Date will be 1.75 per cent. per annum. under Clause 22.7(c) (b) ThereafterInterest Cover), the Margin will be calculated by reference to in accordance with the table set out below and the information set out in the relevant Compliance Certificate and financial statements for the relevant person:Certificate: Consolidated Interest Cover (per cent.) Margin (per cent. per annum) 175 or more 1.50 less than 175 2.25 (cb) Any change in the Margin willwill occur, subject to paragraph (dc) below, apply to each on the first day of the Interest Period for a Loan from the Business Day following receipt by the Facility Agent of the a Compliance Certificate and the related financial statements indicating such change, provided that, on the date falling six months after the Second Effective Date, any change in the Margin will be calculated by reference to the table above using the information set out in the Compliance Certificate and financial statements which, as of that date, have most recently been delivered to the Facility AgentCertificate. (dc) For so long as: (i) the Company is in default of its obligation under this Agreement to provide a Compliance Certificate or relevant financial statementsCertificate; or (ii) an Event of Default is outstanding, at the option of the Majority Lenders, the Margin will be the highest applicable rate set out in the table in paragraph (b) aboverate, being 2.25 per cent. per annum. (ed) If the Margin has been calculated on the basis of a Compliance Certificate but but: (i) would have been higher if it had been based on the audited subsequent financial statements of the Company in respect of the financial period in which that Compliance Certificate was deliveredCompany, the Margin will instead be calculated by reference to those audited the relevant financial statements of the Company. Any change will have a retrospective effect. If, in this event, any amount of interest has been paid by a the Borrower on the basis of the Compliance Certificate, a the Borrower must immediately pay to the Facility Agent any interest shortfall in the amount which would have been paid to the Lenders if the Margin had been calculated by reference to the audited relevant financial statements; or (ii) subsequently the Compliance Certificate proves to be incorrect or subject to adjustment in any respect so that, had the Compliance Certificate been correct on its delivery, the Borrower would not have been entitled to a reduction in the Margin or the Margin would have been increased in respect of that and any subsequent Interest Periods, the Borrower shall promptly pay to the Facility Agent the amount which represents the difference between the amount which the Lenders actually received and the amount which the Lenders should have received. Any change will have a retrospective effect.

Margin adjustments. (a) The Margin for the period first twelve months commencing on the Second Effective Date and ending on the date falling six months after the Second Effective Closing Date will be 1.75 2.500 per cent. per annum. (b) ThereafterThe Company must supply to the Facility Agent a Margin Certificate within 45 days of the end of each quarterly Accounting Period, beginning with the Accounting Period ending on the July 2006 Accounting Date. (c) A Margin Certificate must specify the Leverage Ratio for the four quarterly Accounting Periods ending on the most recent Accounting Date and be signed by the Chief Financial Officer. (d) Subject to paragraphs (e), (f), (g) below, the Margin will be calculated determined by reference to the table below and the information set out in the relevant Compliance Margin Certificate and financial statements for with effect from the relevant person:commencement of each Term starting after the date of delivery of that Margin Certificate. Column 1 Leverage Ratio (c) Any change in the Margin will, subject to paragraph (d) below, apply to each Loan from the Business Day following receipt by the Facility Agent of the Compliance Certificate and the related financial statements indicating such change, provided that, on the date falling six months after the Second Effective Date, any change in the Margin will be calculated by reference to the table above using the information set out in the Compliance Certificate and financial statements which, as of that date, have most recently been delivered to the Facility Agent. (de) For so long as: (i) the Company is in default of its obligation under this Agreement to provide a Compliance Certificate or relevant financial statementsMargin Certificate; or (ii) an Event of Default is outstanding, at the option of the Majority Lenders, the applicable Margin for each Loan will be the highest applicable rate set out in the table in paragraph (b) above2.875%. (ef) If the applicable Margin has been calculated determined under this Subclause in reliance on a Margin Certificate (or unaudited Accounts) but the basis of Accounts supplied under Clause 17.1(a)((i), (iii) and (iv) for the period covered by the relevant Margin Certificate show that a Compliance Certificate but would have been higher if it had been based on the audited financial statements of the Company in respect of the financial period in which that Compliance Certificate was deliveredor lower Margin applies, the applicable Margin will instead be that calculated by reference to those audited financial statements of the Company. Any change will have a retrospective effectsuch Accounts. If, in this event, any amount of interest has been paid by a the Borrower on the basis of the Compliance relevant Margin Certificate, a : (i) the Borrower must immediately pay to the Facility Agent any interest shortfall in that amount as compared to that which would have been paid to the Lenders if the applicable Margin for the relevant Facilities had been calculated by reference to the audited financial statementsrelevant Accounts; and (ii) any overpayment in that amount as compared to that which would have been paid to the Lenders if the applicable Margin for the relevant Facilities had been calculated by reference to the relevant Accounts may be deducted from the next payment of interest due. (g) Any moneys received or recovered as a result of an adjustment to the Margin pursuant to this Subclause shall be reimbursed on a pro rata basis amongst the Lenders participating in the relevant Loans as at the date of such receipt or recovery.

Margin adjustments. (a) The Margin for the period commencing on the Second Effective Date and ending on the date falling six months after the Second Effective Date will be 1.75 2.50 per cent. per annum. (b) Thereafter, the Margin will be calculated by reference to the table below and the information set out in the relevant Compliance Certificate and financial statements for the relevant person: (c) Any change in the Margin will, subject to paragraph (d) below, apply to each Loan from the Business Day following receipt by the Facility Agent of the Compliance Certificate and the related financial statements indicating such change, provided that, on the date falling six months after the Second Effective Date, any change in the Margin will be calculated by reference to the table above using the information set out in the Compliance Certificate and financial statements which, as of that date, have most recently been delivered to the Facility Agent. (d) For so long as: (i) the Company is in default of its obligation under this Agreement to provide a Compliance Certificate or relevant financial statements; or (ii) an Event of Default is outstanding, at the option of the Majority Lenders, the Margin will be the highest applicable rate set out in the table in paragraph (b) above. (e) If the Margin has been calculated on the basis of a Compliance Certificate but would have been higher if it had been based on the audited financial statements of the Company in respect of the financial period in which that Compliance Certificate was delivered, the Margin will instead be calculated by reference to those audited financial statements of the Company. Any change will have a retrospective effect. If, in this event, any interest has been paid by a Borrower on the basis of the Compliance Certificate, a Borrower must immediately pay to the Facility Agent any interest which would have been paid to the Lenders if the Margin had been calculated by reference to the audited financial statements.

Margin adjustments. (a) The Margin for the period commencing on the Second Effective Date and ending on the date falling six months after the Second Effective Date will be 1.75 per cent. per annum. (b) Thereafter, the Margin will be calculated by reference to the table below and the information set out in the relevant most recent Compliance Certificate and financial statements for delivered by the relevant personCompany in accordance with the terms of this Agreement: (cb) Any change in the Margin will, subject to paragraph (dc) below, apply to each Loan from the Business Day following receipt by the Facility Agent of the Compliance Certificate and the related financial statements indicating such change, provided that, on the date falling six months after the Second Effective Date, that any change in the Margin will be calculated by reference to the table above using the information set out in the Compliance Certificate and financial statements which, as of that date, have most recently been delivered to the Facility Agent. (dc) For so long as: (i) the Company is in default of its obligation under this Agreement to provide a Compliance Certificate or relevant financial statements; or (ii) an Event of Default is outstanding, at the option of the Majority Lenders, the Margin will be the highest applicable rate set out in the table in paragraph (ba) above. (ed) If the Margin has been calculated on the basis of a Compliance Certificate but would have been higher if it had been based on the audited financial statements of the Company in respect of the financial period in which that Compliance Certificate was delivered, the Margin will instead be calculated by reference to those audited financial statements of the Company. Any change will have a retrospective effect. If, in this event, any interest has been paid by a Borrower the Company on the basis of the Compliance Certificate, a Borrower the Company must immediately on demand by the Facility Agent pay to the Facility Agent any additional interest which would have been paid to the Lenders if the Margin had been calculated by reference to the audited financial statements.

Margin adjustments. (a) The In this Subclause: Consolidated Net Total Borrowings, Consolidated Adjusted EBITDA and Quarter Date have the meanings given to them in Clause 21.1 (Financial Covenants – Definitions). Margin for Certificate is a certificate, substantially in the period commencing on form of Schedule 7 (Form of Compliance Certificate), setting out the Second Effective Date ratio of Consolidated Net Total Borrowings and ending on the date falling six months after the Second Effective Date will be 1.75 per cent. per annumConsolidated Adjusted EBITDA (calculated in accordance with Clause 21.3 (Consolidated Net Total Borrowings to Consolidated Adjusted EBITDA)) as at a Quarter Date. (b) ThereafterThe Company must supply to the Facility Agent a Margin Certificate within 45 days of each Quarter Date, beginning with the first Quarter Date to fall after the first anniversary of the date of this Agreement. (c) A Margin Certificate must be signed by two authorised signatories of the Company. (d) Subject to paragraph (e) below, after the first anniversary of the date of this Agreement the Margin will be calculated by reference to the table below and the information set out in the relevant Compliance Certificate and financial statements for the relevant personMargin Certificate: Column 1 Column 2 (ce) Any change in adjustment to the Margin will, subject pursuant to paragraph (d) below, apply to each Loan above shall be effective from the Business Day following receipt by the Facility Agent of the Compliance Certificate and the related financial statements indicating such change, provided that, on the date falling six months 5 Business Days after the Second Effective Date, any change in date of delivery of the relevant Margin will be calculated by reference to the table above using the information set out in the Compliance Certificate and financial statements which, as of that date, have most recently been delivered to the Facility Agentapplicable accounts. (df) For so long as: (i) the Company is in default of its obligation under this Agreement agreement to provide a Compliance Certificate or relevant financial statementsMargin Certificate; or (ii) an Event of Default is outstanding, at the option of the Majority Lenders, the Margin will be the highest applicable rate set out rate, provided that once the Company has provided the outstanding Margin Certificate or the Event of Default is no longer outstanding (as the case may be), the Margin shall revert to the applicable Margin calculated in the table in paragraph (b) aboveaccordance with Clause 11.3(d). (eg) If the Margin has been calculated reduced under this Subclause in reliance on the basis of a Compliance Margin Certificate but would have been higher if it had been based on the subsequent audited financial statements of the Company in respect of do not confirm the financial period in which that Compliance Certificate was deliveredreduction, the reduction will be reversed with retrospective effect. The Margin will instead be that calculated by reference to those audited the relevant financial statements of the Company. Any change will have a retrospective effect. If, in this event, any amount of interest has been paid by a Borrower on the basis of the Compliance Margin Certificate, a that Borrower must immediately pay to the Facility Agent any interest shortfall in the amount which would have been paid to the Lenders if the Margin had been calculated by reference to the audited relevant financial statements.