PROVIDED THAT THE DISPOSAL OF
SUCH ASSETS OR REVENUES BY THE RELEVANT MEMBER OF THE BANK GROUP IS PERMITTED
UNDER CLAUSE 25.6 (DISPOSALS);
(L)
ARISING FROM THE CONVERSION OF ANY COMPANY (THE "ORIGINAL
COMPANY") FROM ONE FORM OF ORGANISATION INTO ANOTHER FORM OF ORGANISATION
PROVIDED THAT (I) IF, PRIOR TO THE TIME OF SUCH CONVERSION, THE SECURITY TRUSTEE
HAS THE BENEFIT OF SECURITY OVER THE SHARES OF SUCH ORIGINAL COMPANY OR SUCH
ORIGINAL COMPANY IS AN OBLIGOR, THEN THE COMPANY SHALL ENSURE THAT THE SECURITY
TRUSTEE IS PROVIDED WITH SECURITY OVER THE EQUIVALENT OWNERSHIP INTERESTS IN,
AND SUBSTANTIALLY ALL OF THE ASSETS OF, THE CONVERTED ORGANISATION, OF AT LEAST
AN EQUIVALENT NATURE AND RANKING TO THE SECURITY PREVIOUSLY PROVIDED BY THE
ORIGINAL COMPANY AND (II) THE SECURITY TRUSTEE IS SATISFIED THAT ANY POSSIBILITY
OF THE ADDITIONAL SECURITY REFERRED TO IN THIS PARAGRAPH BEING CHALLENGED OR SET
ASIDE IS NOT GREATER THAN ANY SUCH POSSIBILITY IN RELATION TO THE SECURITY
ENTERED INTO BY OR IN RESPECT OF THE SHARE CAPITAL OF THE ORIGINAL COMPANY;
163
(M)
THE BASEBALL ACQUISITION;
(N)
THE ALTERNATIVE BASEBALL ACQUISITION, PROVIDED THAT:
(I)
THE TOTAL CASH PAYMENT FOR SUCH ACQUISITION (INCLUDING THE
ASSUMPTION OF DEBT) DOES NOT EXCEED £500 MILLION;
(II)
AT THE TIME OF COMPLETION OF SUCH ALTERNATIVE BASEBALL
ACQUISITION, NO EVENT OF DEFAULT HAS OCCURRED OR IN CONTINUING OR WOULD OCCUR AS
A RESULT OF SUCH ACQUISITION; AND
(III)
AFTER GIVING PRO FORMA EFFECT FOR SUCH ALTERNATIVE BASEBALL
TRANSACTION, THE BANK GROUP CONTINUE TO BE IN COMPLIANCE WITH CLAUSE 23.2
(RATIOS);
(O)
ANY ACQUISITION (A "PERMITTED ACQUISITION") OF A PERSON CARRYING
ON ANY BUSINESS SIMILAR AND/OR COMPLEMENTARY TO THE GROUP (THE "ACQUIREE") IN
EACH CASE:
(I)
NO DEFAULT IS CONTINUING ON THE CLOSING DATE FOR THE PERMITTED
ACQUISITION OR WOULD OCCUR AS A RESULT OF THE PERMITTED ACQUISITION;
(II)
THE AGGREGATE CONSIDERATION FOR THE PERMITTED ACQUISITION
(INCLUDING ANY ASSUMED INDEBTEDNESS, OR OTHER ASSUMED ACTUAL OR CONTINGENT
LIABILITY AND ANY ASSOCIATED FEES AND EXPENSES) (THE "TOTAL PURCHASE PRICE") IS
FUNDED ENTIRELY FROM (A) THE PROCEEDS OF NEW EQUITY AND (B) UP TO £200 MILLION
IN AGGREGATE OF AVAILABLE CASH WITHIN THE GROUP OR FINANCIAL INDEBTEDNESS
PERMITTED BY THIS AGREEMENT;
(III)
THE ACQUIREE HAS POSITIVE EARNINGS BEFORE TAX, DEPRECIATION AND
AMORTISATION CALCULATED ON THE SAME BASIS AS CONSOLIDATED OPERATING CASHFLOW FOR
THE PREVIOUS ONE FINANCIAL YEAR ENDING ON THE LAST DAY OF THE LAST FINANCIAL
QUARTER OF THE THEN CURRENT FINANCIAL YEAR OF SUCH COMPANY OR BUSINESS FOR WHICH
FINANCIAL STATEMENTS ARE AVAILABLE;
(IV)
IN THE CASE OF THE ACQUISITION OF ALL OF THE ISSUED SHARE CAPITAL
OF THE ACQUIREE, AS SOON AS REASONABLY PRACTICABLE, BUT IN ANY CASE WITHIN 90
DAYS FROM THE COMPLETION OF THE PERMITTED ACQUISITION, THE ACQUIREE (AND THE
ACQUIRER, AS APPLICABLE) MUST TO THE EXTENT REQUIRED BY CLAUSE 24.12 (FURTHER
ASSURANCE) ACCEDE AS A GUARANTOR IN ACCORDANCE WITH THE PROVISIONS OF
CLAUSE 26.2 (ACCEDING GUARANTORS);
(V)
IN THE CASE OF THE ACQUISITION OF A BUSINESS OR UNDERTAKING
CARRIED ON AS A