TO WHICH ONE OR MORE OBLIGORS
AND ONE OR MORE MEMBERS OF THE GROUP WHO ARE NOT OBLIGORS ARE PARTY WHERE THE
SOLE PURPOSE OF SUCH TRANSACTION IS FOR SUCH OBLIGORS AND MEMBERS OF THE GROUP
TO EFFECT A TRANSACTION WITH A PERSON WHO IS NOT A MEMBER OF THE GROUP;
(J)
INSURANCE ARRANGEMENTS ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS WITH A CAPTIVE INSURANCE COMPANY;
(K)
TRANSACTIONS RELATING TO CAPITAL CONTRIBUTIONS
BETWEEN MEMBERS OF THE GROUP OR THE AMENDMENT OF THE TERMS OF ANY LOANS MADE BY
OR ANY CONVERTIBLE UNSECURED LOAN STOCK OR OTHER SECURITIES ISSUED BY ANY MEMBER
OF THE GROUP TO ANY OTHER MEMBER OF THE GROUP (WHETHER BY WAY OF CONVERSION OF
LOANS TO CONVERTIBLE UNSECURED LOAN STOCK OR VICE VERSA OR OTHERWISE) OR THE
CAPITALISATION OF, OR THE WAIVER OF OR THE REPAYMENT OF, LOANS MADE BY OR ANY
CONVERTIBLE UNSECURED LOAN STOCK ISSUED BY ANY MEMBER OF THE GROUP TO ANY OTHER
MEMBER OF THE GROUP;
154
(L)
TRANSACTIONS RELATING TO EXCESS CAPACITY
NETWORK SERVICES PROVIDED THAT THE PRICE PAYABLE BY ANY MEMBER OF THE GROUP IN
RELATION TO SUCH EXCESS CAPACITY NETWORK SERVICES IS NO LESS THAN THE COST
INCURRED BY THE RELEVANT MEMBER OF THE BANK GROUP IN PROVIDING SUCH EXCESS
CAPACITY NETWORK SERVICES;
(M)
TRANSACTIONS CONSTITUTING SUBORDINATED FUNDING;
(N)
TRANSACTIONS CONSTITUTING PERMITTED PAYMENTS; OR
(O)
ANY OTHER TRANSACTION OR ARRANGEMENT PERMITTED
UNDER CLAUSE 25.3 (LOANS AND GUARANTEES), CLAUSE 25.4 (FINANCIAL INDEBTEDNESS),
CLAUSE 25.5 (DIVIDENDS, DISTRIBUTIONS AND SHARE CAPITAL), CLAUSE 25.6
(DISPOSALS), CLAUSE 25.8 (MERGERS), CLAUSE 25.9 (JOINT VENTURES), OR
CLAUSE 25.13 (ACQUISITIONS AND INVESTMENTS).
25.11
CHANGE IN FINANCIAL YEAR
Neither the Parent nor any Obligor shall, without the prior consent of the
Facility Agent, change the end of its financial year from 31 December.
25.12
LIMITATIONS ON HEDGING
No Obligor shall (and the Company shall procure that no member of the Bank Group
shall) enter into any Hedging Agreement other than:
(A)
HEDGING AGREEMENT SPECIFICALLY REQUIRED UNDER
CLAUSE 24.9 (HEDGING) OR ANY EXTENSIONS, RENEWALS AND/OR REPLACEMENTS THEREOF;
AND
(B)
ANY OTHER HEDGING AGREEMENT PROVIDED THAT SUCH
HEDGING AGREEMENT SHALL BE ENTERED INTO FOR THE PURPOSES OF, AND SHALL REMAIN AT
ALL TIMES FOR THE PURPOSES OF, HEDGING ACTUAL OR REASONABLY ANTICIPATED INTEREST
RATE AND/OR FOREIGN EXCHANGE RATE EXPOSURE IN RESPECT OF ANY INDEBTEDNESS OF THE
GROUP AND THAT SUCH HEDGING ACTIVITIES SHALL BE AT ALL TIMES FOR NON-SPECULATIVE
PURPOSES.
25.13
ACQUISITIONS AND INVESTMENTS
No Obligor shall (and the Company shall procure that no member of the Bank Group
shall), without the prior written consent of an Instructing Group, purchase,
subscribe for or otherwise acquire or invest in any shares (or other securities
or any interest in it) in, or incorporate, any company or acquire (by
subscription or otherwise) or invest in any business or (save in the ordinary
course of business) purchase or otherwise acquire any other assets other than:
(A)
THE PURCHASE OF OR INVESTMENT IN CASH EQUIVALENT
INVESTMENTS OR MARKETABLE SECURITIES (INCLUDING WITHOUT LIMITATION BY WAY