AND PAYMENTS ON
SUBORDINATED DEBT);
(IV)
INTRA GROUP LOANS PERMITTED UNDER CLAUSE 25.14 (LOANS AND
CREDIT);
(V)
ANY PAYMENT OF REFINANCING COSTS AS ENVISAGED IN THE
FUNDS FLOW MEMORANDUM;
(VI)
FEES, COSTS AND EXPENSES PAYABLE UNDER THE FINANCE
DOCUMENTS IN THE AMOUNTS SET OUT IN THE FINANCE DOCUMENTS DELIVERED TO THE
FACILITY AGENT UNDER CLAUSE 4.1 (INITIAL CONDITIONS PRECEDENT); AND
(VII)
ANY AMOUNTS AGREED BY THE FACILITY AGENT (ACTING ON THE
INSTRUCTIONS OF THE MAJORITY LENDERS).
25.14
LOANS AND CREDIT
(A)
UNLESS THE NON-LEVERAGED CRITERIA HAS
BEEN MET, EXCEPT AS PERMITTED UNDER PARAGRAPH (B) BELOW NO OBLIGOR SHALL (AND
THE COMPANY SHALL PROCURE THAT NO MEMBER OF THE GROUP WILL) MAKE ANY LOANS OR
GRANT ANY CREDIT OR MAKE ANY OTHER FINANCIAL ARRANGEMENT HAVING A SIMILAR
EFFECT.
(B)
PARAGRAPH (A) ABOVE DOES NOT APPLY TO:
(I)
A LOAN BY AN OBLIGOR TO AN OBLIGOR;
(II)
A LOAN BY A MEMBER OF THE GROUP WHICH IS NOT AN OBLIGOR
TO A MEMBER OF THE GROUP;
(III)
A LOAN BY AN OBLIGOR WHICH IS A MEMBER OF THE GROUP TO A
MEMBER OF THE GROUP WHICH IS NOT AN OBLIGOR SO LONG AS THE AGGREGATE OF THE
FINANCIAL INDEBTEDNESS OUTSTANDING UNDER ALL SUCH LOANS DOES NOT EXCEED EUR
25,000,000 (OR THE EQUIVALENT THEREOF IN ANY OTHER CURRENCY OR CURRENCIES) AT
ANY TIME;
(IV)
A TRADE CREDIT GRANTED IN THE ORDINARY COURSE OF TRADING,
ON ARM'S LENGTH TERMS AND UPON TERMS USUAL FOR SUCH TRADE, WHICH DO NOT EXCEED
PAYMENT TERMS OF 180 DAYS;
(V)
A LOAN MADE BY A MEMBER OF THE GROUP TO ANOTHER MEMBER OF
THE GROUP LISTED IN SCHEDULE 13 (OVERVIEW LOANS AND SECURITIES SUBSIDIARIES) UP
TO THE AMOUNT LISTED IN SUCH SCHEDULE;
(VI)
A LOAN BY A MEMBER OF THE GROUP TO THE COMPANY OR A HOLDING
COMPANY OF THE COMPANY IN ORDER TO ENABLE THE COMPANY OR SUCH HOLDING COMPANY TO
REDEEM THE SHARE CAPITAL IN THE COMPANY OR SUCH
99
HOLDING COMPANY HELD BY SENIOR MANAGEMENT PROVIDED THAT THE AGGREGATE AMOUNT OF
SUCH LOAN SHALL NOT EXCEED, WHEN AGGREGATED WITH THE AMOUNT OF ALL DIVIDENDS
DECLARED AND/OR PAID UNDER PARAGRAPH (C) OF CLAUSE 25.16 (DIVIDENDS, SHARE
CAPITAL REDEMPTIONS AND PAYMENTS ON SUBORDINATED DEBT), EUR 20,000,000 IN ANY
YEAR (OR THE EQUIVALENT THEREOF IN ANY OTHER CURRENCY OR CURRENCIES),
PROVIDED THAT NO DEFAULT IS CONTINUING WHEN, OR WOULD OCCUR IMMEDIATELY AFTER,
ANY SUCH PAYMENT IS MADE;
(VII)
A LOAN (IN ADDITION TO THE LOANS REFERRED TO IN
SUB-PARAGRAPHS (I) TO (VI) ABOVE) MADE BY A MEMBER OF THE GROUP TO ANY OTHER
PERSON PROVIDED THAT THE AGGREGATE AMOUNT OF ALL SUCH LOANS, WHEN AGGREGATED
WITH THE AGGREGATE AMOUNT OF ALL OTHER INVESTED FUNDS AT THE TIME OF SUCH LOAN,
DOES NOT EXCEED THE GENERAL INVESTMENTS THRESHOLD, PROVIDED FURTHER THAT NO
EVENT OF DEFAULT IS OUTSTANDING AT SUCH TIME OR WOULD ARISE AS A RESULT THEREOF.
25.15
NO GUARANTEES OR INDEMNITIES
In this Clause 25.15 "guarantee" means a guarantee, indemnity, counter indemnity
or other financial arrangement having