ARRANGEMENTS (X) COMPRISE EXISTING VENDOR FINANCING
ARRANGEMENTS OR ANY REFINANCING OR ROLLOVER THEREOF OR (Y) COMPRISE FINANCE
LEASES AND/OR VENDOR FINANCING ARRANGEMENTS ENTERED INTO AFTER THE MERGER
CLOSING DATE, PROVIDED THAT IN THE CASE OF CLAUSE (X) AND (Y) THE AGGREGATE
PRINCIPAL AMOUNT THEREOF DOES NOT AT ANY TIME EXCEED £150 MILLION PLUS THE
PRINCIPAL AMOUNT OF SUCH FINANCE LEASES AND VENDOR FINANCING ARRANGEMENTS
OUTSTANDING ON THE MERGER CLOSING DATE; AND PROVIDED FURTHER THAT, IN EACH CASE,
THE RELEVANT LESSOR OR PROVIDER OF VENDOR FINANCING ARRANGEMENTS DOES NOT HAVE
THE BENEFIT OF ANY ENCUMBRANCE OTHER THAN OVER THE ASSETS THE SUBJECT OF SUCH
VENDOR FINANCING ARRANGEMENTS AND/OR FINANCE LEASES;
(L)
FINANCIAL INDEBTEDNESS RELATING TO DEFERRAL OF PAYE TAXES WITH
THE AGREEMENT OF THE INLAND REVENUE BY ANY MEMBER OF THE BANK GROUP;
(M)
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; AND
(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 £300
105
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.
20.5
DIVIDENDS, DISTRIBUTIONS AND SHARE CAPITAL
No Obligor which is also a Senior Obligor shall (and the Ultimate Parent 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
(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 SENIOR FACILITIES OBLIGOR
IS HELD BY ONE OR MORE OTHER SENIOR FACILITIES OBLIGORS OR TO THE EXTENT THE
SHARE CAPITAL OF ANY SUCH MEMBER OF THE BANK GROUP WHICH IS NOT A SENIOR
FACILITIES 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