IN PARAGRAPHS
(A), (B) OR (C) OF CLAUSE 18.2 (RATIOS) AS AT THE RELEVANT QUARTER DATE TO WHICH
SUCH COMPLIANCE CERTIFICATE RELATES, THEN THE ULTIMATE PARENT MAY, AT ITS
OPTION, WITHIN 5 BUSINESS DAYS OF DELIVERY OF SUCH COMPLIANCE CERTIFICATE AND
WITHOUT PREJUDICE TO THE RIGHTS OF THE LENDERS UNDER CLAUSE 22 (EVENTS OF
DEFAULT), CURE SUCH BREACH (AN "EQUITY CURE RIGHT") BY PROCURING THAT THE
PROCEEDS OF ANY NEW EQUITY BE CONTRIBUTED INTO THE BANK GROUP AND EITHER:
(I)
APPLIED TOWARDS THE PREPAYMENT OF THE
TERM FACILITIES (UNDER AND AS DEFINED IN THE SENIOR FACILITIES AGREEMENT); OR
(II)
ADDED BACK TO THE CALCULATION OF
CONSOLIDATED OPERATING CASHFLOW,
in each case, in an amount which, if such test(s) were to be recalculated as at
such Quarter Date but giving effect to such application or add-back, such
test(s) would have been satisfied.
86
(B)
THE EQUITY CURE RIGHT SHALL BE SUBJECT TO
THE FOLLOWING CONDITIONS:
(I)
SUBJECT TO SUB-PARAGRAPH (II) BELOW, SUCH
EQUITY CURE RIGHT MAY NOT BE USED ON MORE THAN THREE OCCASIONS OVER THE LIFE OF
THE FACILITIES;
(II)
IN THE CASE OF AN ADD-BACK TO THE
CALCULATION OF CONSOLIDATED OPERATING CASHFLOW, SUCH EQUITY CURE RIGHT MAY ONLY
BE USED ON ONE OCCASION OVER THE LIFE OF THE FACILITIES, AND IN AN AMOUNT NOT
EXCEEDING £100 MILLION;
(III)
IN THE CASE OF AN ADD-BACK TO THE CALCULATION
OF CONSOLIDATED OPERATING CASHFLOW, SUCH ADD-BACK MAY NOT BE ROLLED FORWARD OR
OTHERWISE TAKEN INTO ACCOUNT ON ANY SUBSEQUENT QUARTER DATE ON WHICH SUCH
FINANCIAL COVENANTS ARE TO BE TESTED; AND
(IV)
SUCH EQUITY CURE RIGHT MAY NOT BE USED FOR
ANY TWO CONSECUTIVE QUARTER DATES.
(C)
ANY PROCEEDS OF NEW EQUITY WHICH ARE
CONTRIBUTED INTO THE BANK GROUP FOR THE PURPOSES SPECIFIED ABOVE, SHALL
THEREAFTER BE RETAINED WITHIN THE BANK GROUP.
18.4
CURRENCY CALCULATIONS
Where any financial information with reference to which any of the covenants in
Clause 18.2 (Ratios) are tested states amounts in a currency other than Sterling
such amounts shall, for the purposes of testing such covenants be converted from
such currency into Sterling at the rate used in such financial information for
the purpose of converting such amounts from Sterling into the currency in which
they are stated in such financial information or where no such rate is stated in
such financial information at an appropriate rate selected by the Ultimate
Parent, acting reasonably.
18.5
PRO FORMA CALCULATIONS
For the purposes of testing compliance with the financial covenants set out in
Clause 18.2 (Ratios), the calculation of such ratios shall be made on a pro
forma basis giving effect to all material acquisitions and disposals made by the
Bank Group during the relevant period of calculation based on historical
financial results of the items being acquired or disposed of.
19.
POSITIVE UNDERTAKINGS
19.1
APPLICATION OF INITIAL LOANS
The Borrower shall ensure that the proceeds of each Initial Loan made under this
Agreement are applied exclusively for the purposes specified in Clause 2.2
(Purpose).
19.2
FINANCIAL ASSISTANCE