FINANCIAL INDEBTEDNESS ARISING IN RESPECT OF
EXISTING PERFORMANCE BONDS OR ANY PERFORMANCE BOND, GUARANTEE, STANDBY LETTER OF
CREDIT OR SIMILAR FACILITY ENTERED INTO BY ANY MEMBER OF THE BANK GROUP TO THE
EXTENT THAT CASH IS DEPOSITED AS SECURITY FOR THE OBLIGATIONS OF SUCH MEMBER OF
THE BANK GROUP THEREUNDER;
(N)
FINANCIAL INDEBTEDNESS NOT FALLING WITHIN
PARAGRAPHS (A) TO (M) OF ANY MEMBERS OF THE BANK GROUP PROVIDED THAT THE
AGGREGATE AMOUNT OF SUCH FINANCIAL INDEBTEDNESS OUTSTANDING AT ANY TIME WHEN
TAKEN TOGETHER WITH THE AGGREGATE OUTSTANDING AMOUNT IN RESPECT OF FINANCE
LEASES AND VENDOR FINANCING AGREEMENTS ENTERED INTO AFTER THE MERGER CLOSING
DATE, DOES NOT EXCEED £330 MILLION (OR ITS EQUIVALENT IN OTHER CURRENCIES) (LESS
ANY PORTION OF THE BASKET UTILISED UNDER PARAGRAPH (K) ABOVE) AND FURTHER
PROVIDED THAT IN THE CASE OF ANY FINANCIAL INDEBTEDNESS CONSTITUTED BY AN
OVERDRAFT FACILITY WHICH OPERATES ON A GROSS/NET BASIS, ONLY THE NET AMOUNT OF
SUCH FACILITY SHALL COUNT TOWARDS SUCH AGGREGATE AMOUNT; OR
(O)
FINANCIAL INDEBTEDNESS OF ANY ASSET
SECURITISATION SUBSIDIARY INCURRED SOLELY TO FINANCE ANY ASSET SECURITISATION
PROGRAMME OR PROGRAMMES OR ONE OR MORE RECEIVABLES FACTORING TRANSACTIONS
OTHERWISE PERMITTED BY CLAUSE 25.6(I) OF THIS AGREEMENT.
25.5
DIVIDENDS, DISTRIBUTIONS AND SHARE CAPITAL
No Obligor shall (and the Company shall procure that no member of the Bank Group
shall):
(A)
DECLARE, MAKE OR PAY ANY DIVIDEND (OR
INTEREST ON ANY UNPAID DIVIDEND), CHARGE, FEE OR OTHER DISTRIBUTION (WHETHER IN
CASH OR IN KIND) ON OR IN RESPECT OF ANY OF ITS SHARES;
(B)
REDEEM, REPURCHASE, DEFEASE, RETIRE OR
REPAY ANY OF ITS SHARE CAPITAL, OR RESOLVE TO DO SO;
(C)
REPAY OR DISTRIBUTE ANY SHARE PREMIUM
ACCOUNT; OR
152
(D)
REPAY OR OTHERWISE DISCHARGE OR PURCHASE
ANY AMOUNT OF PRINCIPAL OF (OR CAPITALISED INTEREST ON) OR PAY ANY AMOUNT OF
INTEREST IN RESPECT OF SUBORDINATED FUNDING,
other than:
(I)
TO THE EXTENT THE SHARE CAPITAL OF SUCH
OBLIGOR IS HELD BY ONE OR MORE OTHER OBLIGORS OR TO THE EXTENT THE SHARE CAPITAL
OF ANY SUCH MEMBER OF THE BANK GROUP WHICH IS NOT AN OBLIGOR IS HELD BY ONE OR
MORE OTHER MEMBERS OF THE BANK GROUP;
(II)
TO THE EXTENT DISCHARGED IN CONSIDERATION OF
A TRANSFER OF ANY NON-CASH ASSET THE DISPOSAL OF WHICH IS NOT OTHERWISE
PROHIBITED BY THIS AGREEMENT, BY THE WAIVER OF ANY PAYMENT WHERE NO CASH
CONSIDERATION IS GIVEN IN RESPECT OF SUCH WAIVER OR BY WAY OF CONVERSION INTO
ANY SECURITIES (INCLUDING CONVERTIBLE UNSECURED LOAN STOCK), (OR VICE VERSA),
WHICH DO NOT INVOLVE ANY CASH PAYMENTS OR BY WAY OF CAPITAL CONTRIBUTION TO THE
DEBTOR IN RESPECT OF SUCH SUBORDINATED FUNDING;
(III)
TO THE EXTENT REQUIRED FOR THE PURPOSE OF
MAKING PAYMENTS TO:
(A)
the indenture trustee for the Existing High
Yield Notes in respect of High Yield Trustee Amounts (as such term is defined in
the HYD Intercreditor Agreement);
(B)
the indenture trustee for the New High Yield
Notes in respect of High Yield Trustee Amounts (as such term is defined in the