4.3.3.1  Compensation in respect of outstanding senior debt

This payment will typically consist of:

(i)  principal outstanding under the senior finance documents (whether bank or bond financing) (which may be capped by reference to forecast amounts in the Original Base Case); plus

(ii)  interest, penalties and fees (and make-whole payments on any bond or fixed rate loan); plus

(iii)  breakage costs arising under applicable hedging agreements or floating rate loans.

LESS certain amounts, such as:

(a)  amounts credited to the bank accounts of the Private Partner (which are secured to the benefit of the Lenders);

(b)  net payments received as a result of the termination of the hedging agreements and, in some cases, profits from pre-paying fixed rate loans;

(c)  insurance proceeds received or due to be received before the termination payment date; and

(d)  generally any other sums recovered by the Lenders before the termination payment date.

See Section 4.7, Sample Drafting 4, Schedule, Clause (1)(a) and relevant definitions.