RIGHT
(A)
SUBJECT TO PARAGRAPH (B) BELOW, IF ANY COMPLIANCE CERTIFICATE
DELIVERED BY THE ULTIMATE PARENT DEMONSTRATED THAT THE BANK GROUP IS IN BREACH
OF ANY OF THE FINANCIAL COVENANTS SET OUT 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:
85
(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.
(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 FACILITY;
(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 FACILITY, 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