SoPC Section (or Clause)

Nature of Revision

Description of Revision

Drafting Change (shown in bold)

1.8 
(Clause) Definition of "Associated Company"

New note

"Associated Company"

means in respect of a relevant company, a company which is a subsidiary, a Holding Company or a company that is a subsidiary of the ultimate Holding Company of that relevant company, and in the case of the Contractor shall include [Holdco and] each of the Shareholders;

[N.B. If a fund or limited partnership or "50:50" owned vehicle (which is not a "subsidiary") or similar is in the relevant ownership chain of the Contractor, this definition will need to be expanded to cover it. See further footnote 2 and Section 34].

1.8 
(Clause) Definition of "Base Case"

New small change to Required Drafting

"Base Case"

means the financial model agreed between the parties prior to the date of this Contract (as updated from time to time in accordance with the terms of this Contract) for the purpose of, amongst other things, calculating the Unitary Charge;

1.8 
(Clause)
Definition of
"Base Senior
Debt
Termination
Amount"

New small change to Required Drafting

 Specific provision is made in paragraphs (b) and (b) (iii) to the early termination of interest hedging arrangements.

"Base Senior Debt Termination Amount"

means, subject to Clause 22.3 (Changes to Financing Agreements and Project Documents):

(a)  all amounts outstanding at the Termination Date, including interest and Default Interest accrued as at that date, from the Contractor to the Senior Lenders in respect of Permitted Borrowing (other than in respect of Additional Permitted Borrowing) and

(b)  all amounts including costs of early termination of interest rate hedging arrangements and other breakage costs, payable by the Contractor to the Senior Lenders as a result of a prepayment in respect of Permitted Borrowing (other than in respect of Additional Permitted Borrowing), or, in the case of early termination of interest rate hedging arrangements only, as a result of termination of this Contract, subject to the Contractor and the Senior Lenders mitigating all such costs to the extent reasonably possible;

less, to the extent it is a positive amount, the aggregate of (without double counting in relation to the calculation of the Base Senior Debt Termination Amount or the amounts below):

(i)  all credit balances on any bank accounts (but excluding the Joint Insurance Account) held by or on behalf of the Contract on the Termination Date;

(ii)  any amount claimable on or after the Termination Date in respect of Contingent Funding Liabilities;

(iii)  all amounts, including costs of early termination of interest rate hedging arrangements and other breakage costs, payable by the Senior Lenders to the Contractor as a result of prepayment of amounts outstanding in respect of Permitted Borrowing (other than in respect of Additional Permitted Borrowing), or, in the case of early termination of interest rate hedging arrangements only, as a result of termination of this Contract; and

(iv)  all other amounts received by the Senior Lenders on or after the Termination Date and before the date on which any compensation is payable by the Authority to the Contractor as a result of enforcing any other rights they may have;

1.8
(Clause)
Definition of
"Initial
Financing
Agreements"

New small change to Required Drafting

"Initial Financing Agreements"

means the Financing Agreements put in place upon signature of this Agreements as follows:

[               ]

copies of which have been initialled by the parties for the purposes of identification;

1.8
(Clause)
Definition of
"Project
Documents"

New small change to Required Drafting

"Project Documents"

means the agreements entered into by the Contractor for the performance of the obligations under this Contract which are listed in [           ] copies of which have been initialled by the parties for the purposes of identification;

1.8
(Clause)
Definition of
"Revised Senior
Debt
Termination
Amount"

New small change to Required Drafting

Specific provision is made in paragraphs (b) and (b) (iii) to the early termination of interest hedging arrangements.

"Revised Senior Debt Termination Amount"

means, subject to Clause 22.3 (Changes to Financing Agreements and Project Documents):

(a)  all amounts outstanding at the Termination Date, including interest and (other than in respect of Additional Permitted Borrowing) Default Interest accrued as at that date, from the Contractor to the Senior Lenders in respect of Permitted Borrowing; and

(b)  all amounts including costs of early termination of interest rate hedging arrangements and other breakage costs, payable by the Contractor to the Senior Lenders as a result of a prepayment in respect of Permitted Borrowing, or, in the case of early termination or interest rate hedging arrangements only, as a result of termination of this Contract, subject to the Contractor and the Senior Lenders mitigating all such costs to the extent reasonably possible,

less, to the extent it is a positive amount, the aggregate of (without double counting in relation to the calculation of the Revised Senior Debt Termination Amount or the amounts below):

(i)  all credit balances on any bank accounts (but excluding the Joint Insurance Account) held by or on behalf of the Contractor on the Termination Date;

(ii)  any amounts claimable on or after the Termination Date in respect of Contingent Funding Liabilities;

(iii)  all amounts, including costs of early termination of interest rate hedging arrangements and other breakage costs, payable by the Senior Lenders to the Contractor as a result of prepayment of amounts outstanding in respect of Permitted Borrowing, or, in the case of early termination of interest rate hedging arrangements only, as a result of termination of this Contract;

(iv)  all other amounts received by the Senior Lenders on or after the Termination Date and before the date on which any compensation is payable by the Authority to the Contractor as a result of enforcing any other rights they may have; and

(v)  all APB Distributions;

1.8
(Clause)
Definition of
"Service"

New small change to Required Drafting

"Service"

means [the services required to satisfy the services specification of the Authority contained in Schedule [ ]];

1.8
(Clause)
Definition of
"Sub-
Contractors"

New small change to Required Drafting

"Sub-Contractors"

means each of the counterparties of the Contractor to the Project Documents or any person engaged by the Contractor from time to time as may be permitted by this Contract to procure the provision of the Works and/or Services (or any of them). References to Sub-Contractors mean Sub-Contractors (of any tier) of the Contractor;