Common use of Repayment from Excess Cash Flow Clause in Contracts

Repayment from Excess Cash Flow. (a) The Company shall ensure that, to the extent Excess Cash Flow exceeds £25 million in any financial year (from and including the financial year ended 31 December 2006) of the Company, subject to paragraphs (b) and (c) below, an amount equal to: (i) 50% of Excess Cash Flow in such financial year of the Company, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Debt as at the end of such financial year to Consolidated Operating Cashflow for such financial year is greater than or equal to 4:1; or (ii) 25% of Excess Cash Flow in such financial year of the Company, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Debt as at the end of such financial year to Consolidated Operating Cashflow for such financial year, is less than 4:1 but more than or equal 3.0:1, is, subject to paragraph (c) of Clause 12.3 (Blocked Accounts), applied in prepayment of Outstandings in accordance with Clause 11.3 (Application of Repayments) within 10 Business Days of the filing by the Ultimate Parent of its audited financial statements, provided that any such payment may be deferred by a period of up to 30 days if the management of the Ultimate Parent, acting reasonably and in good faith, are able to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that the cash reserves of the Group would be reduced temporarily by such payment to below £200 million (for this purpose disregarding any availability under the Revolving Facility or Secondary Revolving Facility). (b) Subject to paragraph (c) below, no repayments shall be required under paragraph (a) above in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Debt as at the end of such financial year to Consolidated Operating Cashflow for the relevant financial year, is less than 3:1. (c) In respect of the financial year ended 31 December 2006, the calculation of any Excess Cash Flow pursuant to paragraphs (a) and (b) above, shall be calculated by reference to the Excess Cash Flow for the period commencing on but excluding the Merger Closing Date (or, in the case of Excess Cash Flow attributable to that part of Bank Group Cash Flow attributable to the Baseball Group, the Baseball Effective Date) to and including 31 December 2006.

Repayment from Excess Cash Flow. (a) The Company shall ensure that, to the extent Excess Cash Flow exceeds £25 million in any financial year (from and including the financial year ended 31 December 2006) of the Company, subject to paragraphs (b) and (c) below, an amount equal to: (i) 50% of Excess Cash Flow in such financial year of the Company, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Debt as at the end of such financial year to Consolidated Operating Cashflow for such financial year is greater than or equal to 4:1; or (ii) 25% of Excess Cash Flow in such financial year of the Company, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Debt as at the end of such financial year to Consolidated Operating Cashflow for such financial year, is less than 4:1 but more than or equal 3.0:1, is, subject to paragraph (c) of Clause 12.3 (Blocked Accounts), applied in prepayment of Outstandings in accordance with Clause 11.3 (Application of Repayments) within 10 Business Days of the filing by the Ultimate Parent of its audited financial statements, provided that any such payment may be deferred by a period of up to 30 days if the management of the Ultimate Parent, acting reasonably and in good faith, are able to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that the cash reserves of the Group would be reduced temporarily by such payment to below £200 million (for this purpose disregarding any availability under the Revolving Facility or Secondary Revolving Facility). (b) Subject to paragraph (c) below, no repayments shall be required under paragraph (a) above in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Debt as at the end of such financial year to Consolidated Operating Cashflow for the relevant financial year, is less than 3:1. (c) In respect of the financial year ended 31 December 2006, the calculation of any Excess Cash Flow pursuant to paragraphs (a) and (b) above, shall be calculated by reference to the Excess Cash Flow for the period commencing on but excluding the Merger Closing Date (or, in the case of Excess Cash Flow attributable to that part of Bank Group Cash Flow attributable to the Baseball Group, the Baseball Effective Date) to and including 31 December 2006.

Repayment from Excess Cash Flow. (a) The Company shall ensure that, to the extent Excess Cash Flow exceeds £25 million in any financial year (from and including the financial year ended 31 December 2006) of the Company, subject to paragraphs (b) and (c) below, an amount equal to: (i) 50% of Excess Cash Flow in such financial year of the Company, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Debt as at the end of such financial year to Consolidated Operating Cashflow for such financial year is greater than or equal to 4:1; or (ii) 25% of Excess Cash Flow in such financial year of the Company, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Debt as at the end of such financial year to Consolidated Operating Cashflow for such financial year, is less than 4:1 but more than or equal 3.0:1, is, subject to paragraph (c) of Clause 12.3 (Blocked Accounts), applied in prepayment of Outstandings in accordance with Clause 11.3 (Application of Repayments) within 10 Business Days of the filing by the Ultimate Parent of its audited financial statements, provided that any such payment may be deferred by a period of up to 30 days if the management of the Ultimate Parent, acting reasonably and in good faith, are able to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that the cash reserves of the Group would be reduced temporarily by such payment to below £200 million (for this purpose disregarding any availability under the Revolving Facility or Secondary Revolving Facility). (b) Subject to paragraph (c) below, no repayments shall be required under paragraph (a) above in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Debt as at the end of such financial year to Consolidated Operating Cashflow for the relevant financial year, is less than 3:1. (c) In respect of the financial year ended 31 December 2006, the calculation of any Excess Cash Flow pursuant to paragraphs (a) and (b) above, shall be calculated by reference to the Excess Cash Flow for the period commencing on but excluding the Merger Closing Date (or, in the case of Excess Cash Flow attributable to that part of Bank Group Cash Flow attributable to the Baseball Group, the Baseball Effective Date) to and including 31 December 2006.

Repayment from Excess Cash Flow. (a) The Subject to Clause 12.6 (Prepayment Threshold Amount), Clause 12.9 (Limitation on Mandatory Prepayments) and paragraph (b) below, the Company shall ensure that, to the extent Excess Cash Flow exceeds £25 million that in any financial year (from and including the financial year ended 31 December 20062011) of the Company, subject to paragraphs (b) and (c) below, an amount equal to: (i) 50% of Adjusted Excess Cash Flow in such financial year of the Company, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Debt as at the end of such financial year to Consolidated Operating Cashflow for such financial year is greater than or equal 3.75:1.00 (rounded to 4:1the second decimal number); or (ii) 25% of Adjusted Excess Cash Flow in such financial year of the Company, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Debt as at the end of such financial year to Consolidated Operating Cashflow for such financial year, is equal to or less than 4:1 3.75:1.00 but more greater than or equal 3.0:13.00:1.00 (in each case, rounded to the second decimal number), is, subject to paragraph (c) of Clause 12.3 (Blocked Accounts), applied in prepayment of A Facility Outstandings and B Facility Outstandings in accordance with Clause 11.3 11.2 (Application of Repayments) within 10 Business Days of the filing by the Ultimate Parent of its audited financial statements, provided that any such payment may be deferred by a period of up to 30 days if the management of the Ultimate Parent, acting reasonably and in good faith, are able to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that the cash reserves of the Group would be reduced temporarily by such payment to below £200 million (for this purpose disregarding any availability under the Revolving Facility or Secondary Revolving Facility). (b) Subject to paragraph (c) below, no No repayments shall be required under paragraph (a) 12.4 above in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Debt as at the end of such financial year to Consolidated Operating Cashflow for the relevant financial year, is equal to or less than 3:1. 3.00:1.00 (c) In respect of the financial year ended 31 December 2006, the calculation of any Excess Cash Flow pursuant to paragraphs (a) and (b) above, shall be calculated by reference rounded to the Excess Cash Flow for the period commencing on but excluding the Merger Closing Date (or, in the case of Excess Cash Flow attributable to that part of Bank Group Cash Flow attributable to the Baseball Group, the Baseball Effective Date) to and including 31 December 2006second decimal number).

Repayment from Excess Cash Flow. (a) The Subject to Clause 12.6 (Prepayment Threshold Amount), Clause 12.9 (Limitation on Mandatory Prepayments) and paragraph (b) below, the Company shall ensure that, to the extent Excess Cash Flow exceeds £25 million that in any financial year (from and including the financial year ended 31 December 20062011) of the Company, subject to paragraphs (b) and (c) below, an amount equal to: (i) 50% of Excess Cash Flow in such financial year of the Company, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Debt as at the end of such financial year to Consolidated Operating Cashflow for such financial year is greater than or equal 3.75:1.00 (rounded to 4:1the second decimal number); or (ii) 25% of Excess Cash Flow in such financial year of the Company, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Debt as at the end of such financial year to Consolidated Operating Cashflow for such financial year, is equal to or less than 4:1 3.75:1.00 but more greater than or equal 3.0:13.00:1.00 (in each case, rounded to the second decimal number), is, subject to paragraph (c) of Clause 12.3 (Blocked Accounts), applied in prepayment of Outstandings in accordance with Clause 11.3 11.2 (Application of Repayments) within 10 Business Days of the filing by the Ultimate Parent of its audited financial statements, provided that any such payment may be deferred by a period of up to 30 days if the management of the Ultimate Parent, acting reasonably and in good faith, are able to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that the cash reserves of the Group would be reduced temporarily by such payment to below £200 million (for this purpose disregarding any availability under the Revolving Facility or Secondary Revolving Facility). (b) Subject to paragraph (c) below, no No repayments shall be required under paragraph (a) above in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Debt as at the end of such financial year to Consolidated Operating Cashflow for the relevant financial year, is equal to or less than 3:1. 3.00:1.00 (c) In respect of the financial year ended 31 December 2006, the calculation of any Excess Cash Flow pursuant to paragraphs (a) and (b) above, shall be calculated by reference rounded to the Excess Cash Flow for the period commencing on but excluding the Merger Closing Date (or, in the case of Excess Cash Flow attributable to that part of Bank Group Cash Flow attributable to the Baseball Group, the Baseball Effective Date) to and including 31 December 2006second decimal number).

Repayment from Excess Cash Flow. (a) The Company Subject to the provisions of the Pari Passu Intercreditor Agreement upon and following an Integrated Merger Event, the Borrower shall ensure that, to the extent Excess Cash Flow exceeds £25 million in any financial year (from and including the financial year ended 31 December 2006) of the Company, that subject to paragraphs (b) and (c) below, an amount equal to: (i) 5075% of Excess Cash Flow in such each financial year of the CompanyBorrower, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Total Debt as at the end of such financial year to Consolidated Operating Cashflow Bank Group Covenant Profit for such financial year is greater than or equal to 4:1; or (ii) 2550% of Excess Cash Flow in such each financial year of the CompanyBorrower, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Total Debt as at the end of such financial year to Consolidated Operating Cashflow Bank Group Covenant Profit for such financial year, is 4:1 or less than 4:1 but more than 3.5:1; or (iii) 25% of Excess Cash Flow in each financial year of the Borrower, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Total Debt as at the end of such financial year to Bank Group Covenant Profit for such financial year, is 3.5:1 or equal 3.0:1less but is more than 3:1, is, subject is applied within 10 Business Days of the delivery to paragraph (c) the Facility Agent of Clause 12.3 (Blocked Accounts), applied the annual financial information of the Bank Group for such financial year in prepayment or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments) within 10 Business Days of the filing by the Ultimate Parent of its audited financial statements, provided that any such payment may be deferred by a period of up to 30 days if the management of the Ultimate Parent, acting reasonably and in good faith, are able to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that the cash reserves of the Group would be reduced temporarily by such payment to below £200 million (for this purpose disregarding any availability under the Revolving Facility or Secondary Revolving Facility). (b) Subject to paragraph (c) below, no repayments shall be required under paragraph (a) above in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Total Debt as at the end of such financial year to Consolidated Operating Cashflow Bank Group Covenant Profit for the relevant financial year, is less than 3:13:1 or less. (c) In respect of the financial year ended 31 December 20062004, the calculation of any Excess Cash Flow which may be required to be prepaid pursuant to paragraphs (a) and (b) above, shall be calculated by reference to the Excess Cash Flow ratio of Consolidated Total Debt as at the end of such financial year to Bank Group Covenant Profit for the period commencing on but excluding the Merger Closing Date (orlast three Financial Quarters of such financial year, in the case of Excess Cash Flow attributable to that part of Bank Group Cash Flow attributable to the Baseball Group, the Baseball Effective Date) to multiplied by four and including 31 December 2006divided by three.

Repayment from Excess Cash Flow. (a) The Company Subject to the provisions of the Principal Intercreditor Deed and, upon and following an Integrated Merger Event to the Pari Passu Intercreditor Agreement, TCN shall ensure that, to the extent Excess Cash Flow exceeds £25 million 10,000,000 in any financial year (from and including the financial year ended 31 December 2006) of the CompanyTCN, subject to paragraphs paragraph (b) and (c) below, an amount equal to: (i) 50% of Excess Cash Flow in such financial year of the Company, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 21.4 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 21.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Total Debt as at the end of such financial year to Consolidated Annualised TCN Group Net Operating Cashflow Cash Flow for the Semi-Annual Period ending on the last day of such financial year year, is greater than or equal 3.5 to 4:11.0; or (ii) 25% of Excess Cash Flow in such financial year of the Company, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 21.4 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 21.1 (Financial Statements) demonstrate that the ratio of Consolidated Net Total Debt as at the end of such financial year to Consolidated Annualised TCN Group Net Operating Cashflow Cash Flow for the Semi-Annual Period ending on the last day of such financial year, is 3.5 to 1.0 or less than 4:1 but is more than or equal 3.0:12.75 to 1.0, is, subject to paragraph (c) of Clause 12.3 (Blocked Accounts), is applied in prepayment or towards repayment of Outstandings in accordance with Clause 11.3 10.3 (Application of Repayments) within 10 Business Days of after the filing by the Ultimate Parent of its audited financial statements, provided that any such payment may be deferred by a period of up delivery to 30 days if the management of the Ultimate Parent, acting reasonably and in good faith, are able to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that the cash reserves of the annual financial information of the TCN Group would be reduced temporarily by for such payment to below £200 million (for this purpose disregarding any availability under the Revolving Facility or Secondary Revolving Facility)financial year. (b) Subject to paragraph (c) below, no No repayments shall be required under paragraph (a) above in respect of (i) the financial year ending 31 December 2004 or (ii) any other financial year in the event that that, in the case of this paragraph (b)(ii), the Compliance Certificate most recently delivered pursuant to Clause 22.5 21.4 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 21.1 (Financial Statements) in respect of such other financial year demonstrate that the ratio of Consolidated Net Total Debt as at the end of such financial year to Consolidated Annualised TCN Group Net Operating Cashflow Cash Flow for the relevant Semi-Annual Period ending on the last day of such financial year, is less than 3:12.75 to 1.0 or less. (c) In respect of the financial year ended 31 December 2006, the calculation of any Excess Cash Flow pursuant to paragraphs (a) and (b) above, shall be calculated by reference to the Excess Cash Flow for the period commencing on but excluding the Merger Closing Date (or, in the case of Excess Cash Flow attributable to that part of Bank Group Cash Flow attributable to the Baseball Group, the Baseball Effective Date) to and including 31 December 2006.