EFTA01388276.pdf

on the Reuters Semen LIBOROI Page, the rate for that Reset Date will be determined as if the parties had specified "GBP-LIBOR-Reference Banks- as the applicable Floating Rate Option. (ii) "GBP-LIBOR-BBA-Bloomberg" means that the rate for a Reset Date will be the rate for deposits in Sterling for a period of the Designated Maturity which appears on the Bloomberg Semen BTMM UK Page under the heading "LIBOR" as of 11:00 a.m., London time, on that Reset Date. If such rate does not appear on the Bloomberg Semen BTMM UK Page, the rate for that Reset Date will be determined as if the parties had specified "GBP-LIBOR-Reference Banks" as the applicable Floating Rate Option. (iii) "GBP-LIBOR-Reference Banks" means that the rate for a Reset Date will be determined on the basis of the rates at which deposits in Sterling am offered by the Reference Banks at approximately 11:00 a.m., London time, on that Reset Date to prime banks in the London interbank market for a period of the Designated Maturity commencing on that Reset Date and in a Representative Amount. The Calculation Agent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two quotations arc provided, the rate for that Reset Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Reset Date will be the arithmetic mean of the rates quoted by major banks in London, selected by the Calculation Agent, at approximately I I:00 a.m., London time, on that Reset Date for loans in Sterling to leading European banks for a period of the Designated Maturity commencing on that Reset Date and in a Representative Amount. (iv) "GBP-ISDA-Swap Rate" means that the rate for a Reset Date will be the swap rate for Sterling swap transactions with a maturity of the Designated Maturity, expressed as a percentage, which appears on the Reuters Semen ISDAFIX4 Page as of 11.00 a.m., London time, on that Reset Date. If such rate does not appear on the Reuters Semen 1SDAFIX4 Page, the rate for that Reset Date will be determined by the Calculation Agent. (v) "GBP-Semi-Annual Swap Rate" means that the rate for a Reset Date will be the semi-annual swap rate for Sterling swap transactions with a maturity of the Designated Maturity, expressed as a percentage, which appears on the Reuters Screen TGM42279 Page as of 11:00 a.m., London time, on that Reset Date. If such rate does not appear on the Reuters Screen TGM42279 Page, the rate for that Reset Date will be detennined as if the parties had specified "GBP-Semi-Annual Swap Rate-Reference Banks" as the applicable Floating Rate Option. (vi) "GBP-Semi-Annual Swap Rate-Reference Banks" means that the rate for a Reset Date will be a percentage determined by the Reference Banks on the basis of the mid-market semi-annual swap rate quotations provided by the Reference Banks at approximately 11:00 a.m., London time, on that Reset Date. For this purpose, the mid-market semi-annual swap rate means the arithmetic mean of the bid and offered rates for the semi-annual fixed leg, calculated on an Actual/365 (Fixed) day count basis, of a fixed-for-floating Sterling interest rate swap transaction with a term equal to the Designated Maturity commencing on that Reset Date and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, in each case calculated on an ActuaU365 (Fixed) day count basis, is equivalent (A) if the Designated Maturity is greater than one year, to GBP-LIBOR-BBA with a Designated Maturity of six months or (B) if the Designated Maturity is one year or less, to GBP-LIBOR- BBA with a Designated Maturity of three months. The Calculation Agent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least three quotations are provided, the rate for that Reset Date will be the arithmetic mean of the 59 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0091744 CONFIDENTIAL SDNY GM_00237928 EFTA01388276