PROVIDED BY THE ORIGINAL COMPANY AND (II) THE SECURITY TRUSTEE IS
SATISFIED THAT ANY POSSIBILITY OF THE ADDITIONAL SECURITY REFERRED TO IN THIS
PARAGRAPH BEING CHALLENGED OR SET ASIDE IS NOT GREATER THAN ANY SUCH POSSIBILITY
IN RELATION TO THE SECURITY ENTERED INTO BY OR IN RESPECT OF THE SHARE CAPITAL
OF THE ORIGINAL COMPANY;
(M)
THE BASEBALL ACQUISITION;
(N)
THE ALTERNATIVE BASEBALL ACQUISITION,
PROVIDED THAT:
(I)
THE TOTAL CASH PAYMENT FOR SUCH
ACQUISITION (INCLUDING THE ASSUMPTION OF DEBT) DOES NOT EXCEED £500 MILLION;
(II)
AT THE TIME OF COMPLETION OF SUCH
ALTERNATIVE BASEBALL ACQUISITION, NO EVENT OF DEFAULT HAS OCCURRED OR IN
CONTINUING OR WOULD OCCUR AS A RESULT OF SUCH ACQUISITION; AND
(III)
AFTER GIVING PRO FORMA EFFECT FOR SUCH
ALTERNATIVE BASEBALL TRANSACTION, THE BANK GROUP CONTINUE TO BE IN COMPLIANCE
WITH CLAUSE 23.2 (RATIOS);
(O)
ANY ACQUISITION (A "PERMITTED ACQUISITION")
OF A PERSON CARRYING ON ANY BUSINESS SIMILAR AND/OR COMPLEMENTARY TO THE GROUP
(THE "ACQUIREE") IN EACH CASE:
(I)
NO DEFAULT IS CONTINUING ON THE CLOSING
DATE FOR THE PERMITTED ACQUISITION OR WOULD OCCUR AS A RESULT OF THE PERMITTED
ACQUISITION;
(II)
THE AGGREGATE CONSIDERATION FOR THE
PERMITTED ACQUISITION (INCLUDING ANY ASSUMED INDEBTEDNESS, OR OTHER ASSUMED
ACTUAL OR CONTINGENT LIABILITY AND ANY ASSOCIATED FEES AND EXPENSES) (THE "TOTAL
PURCHASE PRICE") IS FUNDED ENTIRELY FROM (A) THE PROCEEDS OF NEW EQUITY AND
(B) UP TO £200 MILLION IN AGGREGATE OF AVAILABLE CASH WITHIN THE GROUP OR
FINANCIAL INDEBTEDNESS PERMITTED BY THIS AGREEMENT;
(III)
THE ACQUIREE HAS POSITIVE EARNINGS BEFORE TAX,
DEPRECIATION AND AMORTISATION CALCULATED ON THE SAME BASIS AS CONSOLIDATED
OPERATING CASHFLOW FOR THE PREVIOUS ONE FINANCIAL YEAR ENDING ON THE LAST DAY OF
THE LAST FINANCIAL QUARTER OF THE THEN CURRENT FINANCIAL YEAR OF SUCH COMPANY OR
BUSINESS FOR WHICH FINANCIAL STATEMENTS ARE
145
AVAILABLE;
(IV)
IN THE CASE OF THE ACQUISITION OF ALL OF THE
ISSUED SHARE CAPITAL OF THE ACQUIREE, AS SOON AS REASONABLY PRACTICABLE, BUT IN
ANY CASE WITHIN 90 DAYS FROM THE COMPLETION OF THE PERMITTED ACQUISITION, THE
ACQUIREE (AND THE ACQUIRER, AS APPLICABLE) MUST TO THE EXTENT REQUIRED BY CLAUSE
24.12 (FURTHER ASSURANCE) ACCEDE AS A GUARANTOR IN ACCORDANCE WITH THE
PROVISIONS OF CLAUSE 26.2 (ACCEDING GUARANTORS);
(V)
IN THE CASE OF THE ACQUISITION OF A
BUSINESS OR UNDERTAKING CARRIED ON AS A GOING CONCERN OF THE ACQUIREE, AS SOON
AS REASONABLY PRACTICABLE, BUT IN ANY CASE WITHIN 90 DAYS FROM THE COMPLETION OF
THE PERMITTED ACQUISITION, THE ACQUIRER, TO THE EXTENT THAT IT IS AN OBLIGOR,
MUST GIVE SECURITY OVER THE ASSETS ACQUIRED BY EXECUTING SECURITY DOCUMENTS, IN
FORM AND SUBSTANCE SATISFACTORY TO THE FACILITY AGENT AND TO THE EXTENT IT
BECOMES A MATERIAL SUBSIDIARY, IT SHALL ACCEDE AS A GUARANTOR IN ACCORDANCE WITH
THE PROVISION OF CLAUSE 26.2 (ACCEDING GUARANTORS);
(VI)
FOR ANY PERMITTED ACQUISITION THE TOTAL
PURCHASE PRICE OF WHICH IS IN EXCESS OF £100 MILLION, THE COMPANY MUST PROVIDE
TO THE FACILITY AGENT (TO THE EXTENT PRACTICABLE NOT LATER THAN 5 BUSINESS DAYS
PRIOR TO THE PROPOSED