Sale of National Europe Holdings (Ireland) Limited

EXHIBIT 4.43

 

Sale of National Europe Holdings (Ireland) Limited

 


 

THIS AGREEMENT is made the 14th day of December 2004

 

BETWEEN

 

(1)                                           NATIONAL EUROPE HOLDINGS LIMITED (registered in England and Wales with number 4080324) whose registered office is at 00 Xxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxxx (the “Seller”);

 

(2)                                           NATIONAL AUSTRALIA BANK LIMITED (registered in the State of Victoria, Australia with number ABN 12 004 044 937) whose registered office is at Xxxxx 00, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 0000, Xxxxxxxxx (the “Seller Guarantor”); and

 

(3)                                           DANSKE BANK A/S (registered in Denmark with number 61126228) whose registered office is at Holmens Kanal 2-12, 1092 Copenhagen K, Denmark (the “Purchaser”).

 

RECITALS

 

(A)                                       Details of NATIONAL EUROPE HOLDINGS (IRELAND) LIMITED are set out in Part 1 of Schedule 1.

 

(B)                                       The Seller has agreed to sell the Shares to the Purchaser and the Purchaser has agreed to purchase the Shares from the Seller on and subject to the terms and conditions of this Agreement.

 

NOW IT IS AGREED as follows:

 

1.                                               Definitions and Interpretation

 

In this Agreement:

 

1.1                                          Defined terms:

 

“Accounts” means, in relation to a company, in relation to any Financial Year of a company, the audited consolidated balance sheet of the relevant company and its subsidiaries as at the Balance Sheet Date in respect of that Financial Year and the audited consolidated profit and loss account of that company and its subsidiaries in respect of that Financial Year together with the notes, reports and statements required by law or Relevant Accounting Standards or Irish Relevant Accounting Standards (as appropriate) to be annexed to them in respect of that period;

 

“Affiliate” means in relation to any body corporate (i) its parent undertaking; or (ii) any subsidiary undertaking of such body corporate or of its parent undertaking;

 

“ALCO Derivatives” means derivatives and hedging instruments entered into between the Seller Guarantor and any Group Company on the instruction of the Asset and Liability Committee responsible for overseeing the business activities of the relevant Group Company in order to manage structural balance sheet risk;

 

“Asbestos” means the fibrous silicate material in any form commonly referred to as asbestos and includes without limitation crocidolite, amosite, chrysolite, fibrous actinolite, fibrous anthrophyllite, fibrous tremolite and any other asbestos fibres and asbestos containing materials;

 

“Asbestos Management Plan” means the NAGE Asbestos Management Plan as set out on the Data Room Index at 4.1.1.14;

 

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“Assigned Subordinated Debt Amount” means an amount equal to the outstanding principal amount owed to the Seller Group under the Assigned Subordinated Loans together with unpaid interest accrued thereon as at Completion as set out in the Completion Statement;

 

“Assigned Subordinated Loans” means all of the Subordinated Loans other than the Assumed Subordinated Loans;

 

“Assigned Term Debt Amount means an amount equal to the outstanding principal amount owed to the Seller Group under the Assigned Term Loans and unpaid interest accrued thereon as at Completion as set out in the Completion Statement;

 

“Assigned Term Loans” means all of the Term Loans other than the Assumed Term Loans;

 

“Associated Company” means a company in which any Group Company holds (directly or indirectly) shares conferring the right to exercise 20 per cent or more of the votes which could (in normal circumstances and disregarding any exceptional or temporary suspension of any voting rights) be cast on a poll at a general meeting of such company and which is not a subsidiary of any Group Company.  Each Associated Company at the date of this Agreement is listed in Part 4 of Schedule 1;

 

“Assumed Subordinated Debt Amount” means an amount equal to the outstanding principal amount owed to the Seller Group under the Assumed Subordinated Loans together with unpaid interest accrued thereon as at Completion as set out in the Completion Statement;

 

“Assumed Subordinated Loans”  means such of the Subordinated Loans as are nominated by the Purchaser to the Seller in accordance with clause 2.9;

 

“Assumed Term Debt Amount” means an amount equal to the outstanding principal amount owed to the Seller Group under the Assumed Term Loans together with unpaid interest accrued thereon as at Completion as set out in the Completion Statement;

 

“Assumed Term Loans” means such of the Term Loans as are nominated by the Purchaser to the Seller in accordance with clause 2.9;

 

“Balance Sheet Date” means in relation to any Financial Year of the Company or any Subsidiary the last day of that Financial Year;

 

“Business” means the businesses conducted by the Group Companies as at the date of this Agreement including:

 

(a)                                          the businesses described in the Information Memorandum as forming the business being sold; and

 

(b)                                         all matters to be transferred into the Group pursuant to the Restructuring;

 

but excluding:

 

(i)                                             all matters to be transferred out of the Group pursuant to the Restructuring; and

 

(ii)                                          the businesses described in the Information Memorandum as being retained by the Seller Group;

 

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“Business Day” means a day (other than a Saturday or Sunday) when banks are open for business in the City of London;

 

“Central Bank” means the Central Bank and Financial Services Authority of Ireland;

 

“Company” means the company named in Recital (A);

 

“Company Accounts” means in relation to any Financial Year of the Company, the audited unconsolidated balance sheet of the Company as at the Balance Sheet Date in respect of that Financial Year and the audited unconsolidated profit and loss account of the Company in respect of that Financial Year together with the notes, reports and statements required by law or Relevant Accounting Standards to be annexed to them in respect of that period;

 

“Competent Authority” means (i) any person (whether autonomous or not) having legal and/or regulatory authority and/or enforcement powers; (ii) any court of law or tribunal in any jurisdiction; and/or (iii) any Taxation Authority;

 

“Completion” means completion of the sale and purchase of the Shares pursuant to this Agreement;

 

“Completion Statement” means the statement prepared and accepted by the Parties or determined as final by the Independent Accountant in accordance with Schedule 5;

 

“Conditions” means collectively the conditions to Completion set out in clause 4.1;

 

“Credit Support Annex” means the credit support annex as published by the International Swaps and Derivatives Association Inc. in a form to be agreed between the Seller Guarantor and the Purchaser and to be entered into after the date of this Agreement but prior to Completion in respect of the Derivatives with effect from Completion;

 

“Data Room” means the information relating to the Group made available by the Seller for review by the Purchaser in hard copy form (and in the case of certain items only, electronic form) containing all items listed on the Data Room Index;

 

“Data Room Index” means the index of the Data Room annexed to the Disclosure Letter (in two parts relating to documents in London and documents in Dublin);

 

“Debt Assignment Agreements” means the agreements in a form to be agreed between the Seller and the Purchaser assigning the Assigned Subordinated Loans and Assigned Term Loans from the Seller or its Affiliates to the Purchaser;

 

“Deed of Assignment of IP” means the agreement between the Seller and the Purchaser in the agreed form to be entered into on Completion which sets out (amongst other things) the terms upon which certain Intellectual Property is to be assigned from the Seller to the Purchaser and the terms upon which certain domain names are to be transferred from the Seller to the Purchaser;

 

“Derivatives” means the derivatives and hedging instruments between the Seller Guarantor and any Group Company listed in Part 3 of Schedule 12 and such additional derivatives and hedging instruments between the Seller Guarantor and any Group Company entered into prior to Completion and notified by the Seller Guarantor in writing to the Purchaser in accordance with clause 5.1.7;

 

“DIRT” means deposit interest retention tax;

 

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“Disclosed” means information fairly disclosed by the Disclosure Documents (and “Disclosure” shall be construed accordingly).  For these purposes fairly disclosed means that in relation to any record, document, matter, fact, Event or other information it will qualify an individual Warranty or negate what would otherwise be a breach of that Warranty to the extent that:

 

(a)                                          the record, document, matter, fact, Event or other information is specifically referred to by the Seller in the Disclosure Letter; or

 

(b)                                         if any record, document, matter, fact, Event or other information which forms part of the Disclosure Documents is not specifically referred to by the Seller in the Disclosure Letter, the relevant record, document, matter, fact, Event or other information in relation to that breach:

 

(i)                                            is clearly disclosed by the relevant Disclosure Document; or

 

(ii)                                         is otherwise disclosed in a manner such that it would be reasonably apparent to a Reasonable Reader of the Warranties and the relevant Disclosure Documents that there was or was reasonably likely to be a breach of the particular Warranty; or

 

(c)                                          the nature and scope of the relevant matter is otherwise apparent from the face of a Disclosure Document;

 

“Disclosure Documents” means

 

(a)                                          the Disclosure Letter including the general disclosures contained in it; and

 

(b)                                         the two identical bundles of documents annexed to the Disclosure Letter collated by or on behalf of the Seller, the outside covers or front pages of each such document have been signed for identification by or on behalf of the Seller and the Purchaser (which include the contents of the Data Room other than the items contained in (c)); and

 

(c)                                          certain items which formed part of the Data Room an electronic copy of which is recorded on the CD Rom annexed to the Disclosure Letter;

 

“Disclosure Letter” means the letter described as such, dated as of the date of this Agreement and addressed by the Seller to the Purchaser;

 

“Due Date” has the meaning given to it in clause 6.1;

 

“Employees” means together the Group Employees, the NAGE Employees and the Other Employees as set out in the worksheet headed “Go with sale” at document 9.1.1.2 in the Data Room Index, subject to subsequent confirmation by the Seller as to the inclusion or otherwise in this category of the seven employees with employee numbers 8001041, 4008311, 2002194, 2001758, 2100396, 3009282, 3007232;

 

“Employee Letters” means the seven letters in the agreed form to be distributed to Employees or Employee Representatives (as appropriate) by the Seller or relevant Group Company or Seller Group Company advising about the TUPE transfer of the NAGE Employees, novation of employment of the Other Employees or effect of this Agreement on the Employees’ employment (as the case may be);

 

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“Employee Representatives” means the individuals who are specifically nominated as representatives of the Irish Bank Officials Association and any other employee representatives elected pursuant to TUPE;

 

“Encumbrance” means any  interest or equity of any person (including any right to acquire, option or right of pre-emption or conversion) or any mortgage, charge, pledge, lien, restriction, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement, or any agreement to create any of the above (other than any such Encumbrance arising in favour of the Purchaser or as a consequence of the entry into this Agreement);

 

“Environment” means any and all organisms (including man), ecosystems and the following media: air (including the air within buildings and the air within other natural or man-made structures, whether above or below ground); water (including water under or within land or in drains or sewers and coastal and inland waters); and land (including land under water);

 

“Environmental/Health and Safety Permits” means all or any authorisations, certificates, approvals, permits, licences, registrations or consents (and all conditions attaching thereto) required under any Environmental Law and/or Health and Safety Law for the operation of any Group Company and/or the occupation or use of any of the Properties;

 

“Environmental and Health and Safety Warranties” has the meaning given to it in Schedule 7;

 

“Environmental Law” means all laws excluding Health and Safety Law (including without limitation any common law statute or statutory instrument;  regulation, directive or decision, by-law, circular, code, guidance, formal and written order or notice issued by a Competent Authority; injunction, or judgment) in force at the date of this Agreement that are applicable to and legally binding on or in relation to the Properties, the Group and/or the conduct of the Group’s business and in each case to the extent relating to the protection of the Environment or the provision of remedies in respect of harm or damage to the Environment;

 

“Event” means any act, omission, occurrence, transaction or circumstance (including Completion);

 

“Financial Year” means (as appropriate) a financial year as defined in accordance with s223 UK CA or s231 NICO or s2(1) ICA;

 

“Future Environmental Change” means with respect to Environmental and Health and Safety Warranties, any change in the application or interpretation of any law or standard or practice of any regulatory or administrative body, save where in response to a change in law including any change in law as a result of any judgement or determination;

 

“FSA” means the Financial Services Authority;

 

“FSMA” means the Financial Services and Markets Xxx 0000;

 

“Group” means collectively the Company and the Subsidiaries (and “Group Company” shall be construed accordingly);

 

“Group Employees” means the employees of the Group;

 

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“Group Guarantees and Indemnities” means all those guarantees, security and indemnities given by Group Companies prior to the date of Completion insofar as they are given for the benefit of any member of the Seller Group;

 

“Group Relief Agreement” means the group relief agreement dated the same date as this Agreement between National Australia Group Europe Limited and the Company;

 

“Group’s Asbestos Policy” means the NAGE Asbestos Policy as set out on the Data Room Index at 4.1.1.15;

 

“Health and Safety Law” means all laws (excluding Environmental Law) in force at the date of this Agreement applicable to the Properties, the Group and/or the conduct of the Group’s business relating to health and safety in the workplace;

 

“ICA” means the Irish Companies Act 1963 (as amended);

 

“IFSRA” means the Irish Financial Services Regulatory Authority;

 

“Independent Consultant” means National Britannia Limited and National Britannia Group Limited (as Guarantor);

 

“Information Memorandum” means the information memorandum (including its addendum and appendices) prepared and distributed by Lazard & Co, Limited in relation to the sale of the Company by the Seller dated October 2004 and provided to the Purchaser on 22 October 2004;

 

“Intellectual Property” means all patents, trade marks, service marks, community trade marks, trade names, business names, unregistered trade and service marks, copyrights, design rights, database rights, rights to or in computer software, Know-How, trade secrets, rights to or in confidential information and all other commercial monopoly rights, intellectual property rights and rights or forms of protection of any such thing (whether or not registered or capable of registration), together with all applications for registration of and rights to apply for, and any licence to use, any of the foregoing;

 

“Interest Rate” means one per cent. per annum over the base rate of Clydesdale Bank PLC from time to time;

 

“Intra-group Amounts” means all amounts (including VAT or sales tax included on such amounts) owed, outstanding or accrued by any member of the Seller Group to a Group Company, or by a Group Company to any member of the Seller Group, as at Completion in respect of inter-company activity and the provision of services, facilities and benefits (including amounts owed in respect of salaries or other employment costs) or management services, excluding the Money Market Loans, the Repos, the Subordinated Loans, the Term Loans, the NBET Deposits and the Derivatives;

 

“IOMFSC” means the Isle of Man Financial Supervision Commission;

 

“IP Cross-Licence Agreement” means the agreement between the Seller and the Purchaser in the agreed form to be entered into on Completion which sets out (amongst other things): (i) the terms on which certain of the Intellectual Property belonging to the Seller Group is to be licensed to the Group on a transitional basis following Completion; (ii) the terms on which certain of the Intellectual Property belonging to the Group is to be licensed to the Seller Group on a transitional basis following Completion; and (iii) the future obligations and restrictions imposed on the parties in respect of such Intellectual Property;

 

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“Irish Relevant Accounting Standards” means any of the following in force on the relevant Balance Sheet Date: any applicable Statement of Standard Accounting Practice, Financial Reporting Standard, Urgent Issues Task Force Abstract or Statement of Recommended Practice issued by the Institute of Chartered Accountants in Ireland or anybody recognised by it;

 

“Irish VAT Act” means the Irish Value Added Tax Xxx 0000;

 

“ITA” means the Irish Taxes Consolidation Xxx 0000;

 

“IT Systems” means any computer, telecommunications and network equipment and/or computer software or programs (in both source and object code form) of whatsoever nature owned or used exclusively by any Group Company that is material;

 

“Know-How” means all information, data and methodology not at present in the public domain and all financial, commercial, trade and business secrets of whatever nature and in whatever form including that comprised in, derived from or relating to any drawings, diagrams, illustrations, data, specifications, lists, programs, formulae, technical information, plans, reports, manuals and all other documents, recorded information and data whatsoever and howsoever stored;

 

“Last Balance Sheet Date” means 30 September 2004;

 

“Legislation and Regulations” means (1) in relation to the Republic of Ireland, the Central Bank Acts 1942 to 1998, European Communities (Licensing and Supervision of Credit Institutions) Regulations 1992, Central Bank and Financial Services Authority of Ireland Xxx 0000 and Central Bank and Financial Services Authority of Ireland Xxx 0000, the Consumer Credit Xxx 0000, the Insurance Acts 1909-2000, the Criminal Justice Xxx 0000 and regulations made under the Xxxxxxxx Xxxxxxxxxxx Xxx 0000 relating to the conduct of insurance activities, the Investment Intermediaries Acts 1995-2000, the Code of Practice for Credit Institutions, the Code of Conduct for the Investment Business Services of Credit Institutions and the Advertising Requirements applicable to Credit Institutions each issued by IFSRA and any other codes and requirements issued by IFSRA in accordance with section 117(1) of the Xxxxxxx Xxxx Xxx 0000; (2) in relation to the Isle of Man, the Financial Supervision Xxx 0000 and the Xxxxxxxxxx Xxxxxxxx Xxx 0000; and (3) in relation to the United Kingdom, Parts VII and VIII of the Proceeds of Crime Xxx 0000, sections 17 and 18 of the Terrorism Xxx 0000, the Money Laundering Regulations 2003, FSMA, the regulations made thereunder, the rules of the Financial Services Authority and the Consumer Credit Xxx 0000 and the regulations made thereunder and (4) any other enactment or legally binding regulations concerning the regulation of the provision of banking and financial services to which any Group Company is subject pursuant to the conduct of the Business;

 

“Licences” means all licences, permissions, authorisations, permits, registrations and consents which Group Companies are required to maintain pursuant to the Legislation and Regulations;

 

“Losses and Expenses” means actions, proceedings, losses, damages, payments, liabilities, claims, demands, costs and expenses, or other liabilities including fines, penalties, reasonable legal and other professional fees and any amount paid by the party claiming Losses and Expenses to any person in good faith, having reasonably determined such payment to be due to that person (whether it is or not);

 

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“Material Adverse Change” means the occurrence between the date of this Agreement and Completion (both inclusive) of any Event which results, or is reasonably likely to result, in:

 

(a)                                           the revocation or restriction of the existing authorisations of any member of the Group to conduct any business line which is material in the context of the Group taken as a whole;

 

(b)                                          the inability of any member of the Group to carry on, conduct or operate any existing business line which is material in the context of the Group as a whole;

 

(c)                                           substantial and permanent damage to the reputation of the Group in any of its key markets or business lines which has a negative impact on the financial position or financial prospects of the Group taken as a whole of a level equivalent to that which would have been suffered had either (a) or (b) above taken place; or

 

(d)                                          a negative impact on the financial position or financial prospects of the Group taken as a whole of a level equivalent to that which would have been suffered had any of (a), (b) or (c) above taken place.

 

In determining whether such an Event has occurred any Event arising from any of the following shall not be taken into account and shall be excluded:

 

(i)                                              changes in stock markets or other general economic conditions;

 

(ii)                                           changes in conditions generally affecting the banking industry;

 

(iii)                                        changes arising as a result of terrorism;

 

(iv)                                       changes in laws, regulations or accounting policies;

 

provided in the case of changes falling within (i), (ii) and (iv) above such changes do not adversely affect the Group in a clearly disproportionate manner when compared to other companies or businesses operating in the same industry.

 

“Money Market Loans” means the loans which have been advanced by the Seller Guarantor or National Australia Insurance Services Limited to Group Companies and loans which have been advanced by Group Companies to the Seller Guarantor for a period of less than 365 days as listed in Part 4 of Schedule 12 and such additional loans as the Seller Guarantor may advance to Group Companies or Group Companies may advance to the Seller Guarantor for a period of less than 365 days prior to Completion and notify to the Purchaser in accordance with clause 5.1.7;

 

“NAGE” means National Australia Group Europe Limited registered in England and Wales with number 02108635;

 

“NAGE Business Transfer Agreement” means the business transfer agreement in the agreed form to be entered into between NAGE and NB in relation to the transfer of that part of the business of NAGE which consists of the employment of employees based in Northern Ireland and the provision of those employees to NB and its subsidiaries;

 

“NAGE Employees” has the meaning given in the NAGE Business Transfer Agreement;

 

“NB” means Northern Bank Limited;

 

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“NB Accounts” means the Accounts in respect of NB;

 

“NB Group” means collectively those companies set out in Part 2 of Schedule 1;

 

“NBET Deposits” means the deposits made by Northern Bank Executor & Trustees Limited with the Seller Guarantor as listed in Part 6 of Schedule 12;

 

“NBIOM” means Northern Bank (I.O.M.) Limited details of which are set out in Part 2 of Schedule 1;

 

“NBIS” means Northern Bank Insurance Services Limited details of which are set out in Part 5 of Schedule 1;

 

“NBIS Accounts” means in relation to any Financial Year of NBIS, the audited unconsolidated balance sheet of NBIS as at the Balance Sheet Date in respect of that Financial Year and the audited unconsolidated profit and loss account of NBIS in respect of that Financial Year together with the notes, reports and statements required by law or Relevant Accounting Standards to be annexed to them in respect of that period;

 

“NBIS Share Sale Agreement” means the share sale agreement between National Europe Holdings (Wealth Management) Limited and NB in the agreed form;

 

“NBIS Shares” means the issued share capital of NBIS;

 

“NIB” means National Irish Bank Limited;

 

“NIB Accounts” means the Accounts in respect of NIB;

 

“NIB Group” means collectively those companies set out in Part 3 of Schedule 1;

 

“NIB Investigations” means the subject matter of the NIB Investigations Deed including the Report, the Investigations, the Practices, Third Party Claims and the Proceedings, as each is defined in the NIB Investigations Deed;

 

“NIB Investigations Deed” means the deed in the agreed form to be entered into at Completion between the Parties;

 

“NICO” means the Companies (Northern Ireland) Order 1986;

 

“Other Employee” means any employee of a Seller Group Undertaking (other than NAGE) who is based in Northern Ireland or the Republic of Ireland, or any employee employed by NAGE in the Isle of Man, as set out in the worksheet headed “IOM NSITE NAB” at document 9.1.1.2 in the Data Room Index, subject to subsequent confirmation by the Seller as to the inclusion or otherwise in this category of the employee with employee number 2100396;

 

“Parties” means the parties to this Agreement (and “Party” shall be construed accordingly);

 

“Pension Schemes” means the Northern Bank Pension Scheme (“NBPS”), the National Australia Group Defined Contribution Scheme (“NDCS”), the National Irish Bank Pension Scheme (“NIBPS”), the National Australia Bank Limited Non-Executive Directors’ Retirement Benefits Scheme (the “NEDRBS”) the National Australia Group Europe Limited FURBS for Xxxxxx Xxxxx (the “Price FURBS”), the National Australia Group Europe Limited FURBS for Xxxxxxxxx Xxxxx (the “Xxxxx FURBS”), the Widows

 

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Fund of the Officials of the Belfast Banking Company Limited (the “WFOBBC”), the National Australia Bank UK Retirement Benefits Plan, the Clydesdale Bank Pension Scheme and the Yorkshire Bank PLC Pension Fund;

 

“Pro Forma Accounts” means pro forma financial information of that description relating to the Group as at 30 September 2004 and in respect of the Financial Year ended on that date set out in (i) the final column of document 13.9 in the Data Room Index and (ii) the final column of document 13.3.3.9 in the Data Room Index;

 

“Properties” means the properties described in the Property Schedules and the expression “Property” shall mean, where the context so admits, any one or more or any part of such properties;

 

“Property Schedules” means the schedules containing short particulars of the Properties set out in documents 3.1.1 and 3.1.2 of the Data Room Index;

 

“Provisional Assigned Subordinated Debt Amount” means an amount equal to the Seller’s good faith estimate of the outstanding principal amount owed to the Seller Group under the Assigned Subordinated Loans and unpaid interest accrued thereon as at Completion, as notified in writing to the Purchaser by the Seller not less than one Business Day before Completion;

 

“Provisional Assigned Term Debt Amount” means an amount equal to the Seller’s good faith estimate of the outstanding principal amount owed to the Seller Group under the Assigned Term Loans and unpaid interest accrued thereon as at Completion, as notified in writing to the Purchaser by the Seller not less than one Business Day before Completion;

 

“Provisional Assumed Subordinated Debt Amount” means an amount equal to the Seller’s good faith estimate of the outstanding principal amount owed to the Seller Group under the Assumed Subordinated Loans and unpaid interest thereon as at the Completion, as notified in writing to the Purchaser by the Seller not less than one Business Day before Completion;

 

“Provisional Assumed Term Debt Amount” means an amount equal to the Seller’s good faith estimate of the outstanding principal amount owed to the Seller Group under the Assumed Term Loans and unpaid interest thereon as at Completion, as notified in writing to the Purchaser by the Seller not less than one Business Day before Completion;

 

“Provisional Consideration” means the provisional consideration payable for the Shares as specified in clause 3.1.1, the Provisional Assigned Subordinated Debt Amount and the Provisional Assigned Term Debt Amount;

 

“Provisional Intra-group Amount” means in each case an amount equal to the Seller’s good faith estimate in respect of each outstanding Intra-group Amount, as notified in writing to the Purchaser by the Seller not less than one Business Day before Completion;

 

“Purchaser Group” means the Purchaser and its Affiliates, including (from Completion) the Group;

 

“Purchaser Group Undertaking” means an entity within the Purchaser Group;

 

“Purchaser’s Solicitors” means Mayer, Brown, Xxxx & Maw LLP of 00 Xxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX;

 

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“Purchaser Transaction Documents” means those of the Transaction Documents to which any Purchaser Group Undertaking is expressed to be a party;

 

“Reasonable Reader” means:

 

(a)                                          in the case of any professional adviser to the Purchaser or any member of the Purchaser’s Group, a person with the knowledge or expertise reasonably to be expected of a leading professional adviser in the relevant professional discipline; and

 

(b)                                         in any other case, a person with such skill and experience as would ordinarily and reasonably be expected from a person:

 

(i)                                            engaged in the business of providing services in the course of operation of a business, or the relevant part of a business, which is the same as or similar to the Business under the same or similar circumstances and conditions, and having the relevant responsibility within that business for the subject matter of the Warranty or Disclosure in question; and

 

(ii)                                         familiar with the process generally involved in acquiring companies and businesses operating in the same business sector as the Group;

 

“Registered IP” means the registered Intellectual Property owned, used or exploited by the Group, and all applications for registration of the same;

 

“Regulatory Requirements” means: (a) the requirements of any applicable law; (b) an order of a court of competent jurisdiction; (c) the rules or requirements of any recognised stock exchange or Competent Authority; and (d) any other regulatory requirement;

 

“Relevant Accounting Standards” means any of the following in force on the relevant Balance Sheet Date: any applicable Statement of Standard Accounting Practice, Financial Reporting Standard, Urgent Issues Task Force Abstract or Statement of Recommended Practice issued by the UK Accounting Standards Board (or any successor body) or any committee of it or body recognised by it;

 

“Relevant Regulator” means the FSA, IFSRA, Central Bank, IOMFSC and any other regulator to which the Group is subject pursuant to the Legislation and Regulations;

 

“Relevant IP” means all Registered IP and Unregistered IP;

 

“Reorganisation” means any intra-group transaction involving or comprising any of the following (other than any such transaction to be effected pursuant to any of the Transaction Documents):

 

(a)                                          any sale and purchase, assignment, distribution or other transfer or disposal of any shares or other assets;

 

(b)                                         any transfer, novation or sub-contracting of any liabilities; and

 

(c)                                          any other form of intra-group reorganisation, reconstruction or arrangement in each case whether or not for full consideration;

 

“Repos” means the repurchase agreements between the Seller Guarantor and any Group Company listed in Part 5 of Schedule 12 and such additional repurchase agreements as the

 

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Seller Guarantor may enter into prior to Completion with any Group Company and notify in writing to the Purchaser in accordance with clause 5.1.7;

 

“Restructuring” means the pre-sale restructuring of the Seller Group and the Group described in the Restructuring Paper;

 

“Restructuring Paper” means the restructuring paper in the agreed form;

 

“Seller Group” means the Seller and its Affiliates, excluding the Group;

 

“Seller Group Undertaking” means an entity within the Seller Group;

 

“Seller Guarantees and Indemnities” means all those guarantees, security and indemnities given by the Seller or other members of the Seller Group prior to the date of Completion insofar as they are given for the benefit of any Group Company;

 

“Seller Transaction Documents” means those of the Transaction Documents to which any Seller Group Undertaking is expressed to be a party;

 

“Seller’s Bank Account” means the account specified by the Seller to the Purchaser for the purposes of this Agreement;

 

“Seller’s Solicitors” means CMS Xxxxxxx XxXxxxx of Xxxxx Xxxxx, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (Ref. BHH/JWB/SVN/0N1000.683);

 

“Senior Employee” means an Employee who, as at the date of this Agreement, is paid a base salary of more than £50,000 a year;

 

“Shares” means the 133,223,330 fully-paid issued ordinary shares of £1 each in the capital of the Company;

 

“Subordinated Debt Amount” means the Subordinated Assigned Debt Amount and the Subordinated Assumed Debt Amount taken together;

 

“Subordinated Loans” means the inter-company loans which have been advanced by the Seller Group to any Group Company on a subordinated basis listed in Part 1 of Schedule 12 and such additional subordinated loans as the Seller Group may advance to any Group Company prior to Completion and notify in writing to the Purchaser in accordance with clause 5.1.7;

 

“Subsidiaries” means NBIS and the subsidiaries of the Company named in Parts 2 and 3 of Schedule 1;

 

“Taxation” or “Tax” means:

 

(a)                                          all forms of taxation and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imposts, contributions, levies, value added taxes, stamp duties, withholdings or liabilities; and

 

(b)                                         any penalty, fine, surcharge or interest payable in connection with any Taxation within paragraph (a) above;

 

“Taxation Authority” means the Inland Revenue, HM Customs & Excise, the Department of Social Security, the Department for Work and Pensions, the Irish Revenue Commissioners, the Department of Social and Family Affairs, the Isle of Man Assessor of

 

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Tax Income, the Isle of Man Treasury, the Isle of Man Customs & Excise, the Isle of Man Department of Health & Social Security and any other governmental or other authority whatsoever competent to impose any Taxation;

 

“Taxation Warranties” means the warranties set out in Part 2 of Schedule 6;

 

“Tax Deed” means the deed in the agreed form containing certain Taxation covenants between the Seller and the Purchaser;

 

“TCGA” means the Taxation of Chargeable Gains Xxx 0000;

 

“Term Debt Amount” means the Assigned Term Debt Amount and the Assumed Term Debt Amount taken together;

 

“Term Loans” means the inter-company term loans pursuant to which the Seller Group has loaned funds to any Group Company on an unsubordinated basis which are described in Part 2 of Schedule 12 and such additional term loans as the Seller Group may advance to any Group Company prior to Completion and notify in writing to the Purchaser in accordance with clause 5.1.7;

 

“Transaction Documents” means this Agreement and any agreements or deeds between the Parties or their Affiliates which are to be executed and/or delivered pursuant to this Agreement (including those listed in Schedules 4 and 10) or in implement of the transactions provided for in this Agreement;

 

“Transitional Services Agreement” means the agreement between NAGE, the Company, the Seller Guarantor and the Purchaser to be entered into on the date of this Agreement which sets out the terms on which ongoing services are to be provided by the Seller Group to the Group and vice-versa following Completion;

 

“TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 1981;

 

“UK CA” means the Companies Xxx 0000;

 

“UK TA” means the Income and Corporation Taxes Xxx 0000;

 

“Unregistered IP” means Intellectual Property owned, used or exploited by the Group other than Registered IP;

 

“VAT” means value added tax;

 

“VATA” means the Value Added Tax Xxx 0000;

 

“Warranties” means the warranties set out in clauses 8.1 and 8.2 and Schedule 6; and

 

“Wrong Pocket Asset” has the meaning given to it in clause 2.6.

 

Interpretation

 

1.2                                        Reference to any document as being “in the agreed form” means that it is in the form agreed between the Seller and the Purchaser and initialled for the purposes of identification by or on behalf of the Seller and the Purchaser.

 

1.3                                        References to this “Agreement” means this agreement including the Schedules.

 

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1.4                                        Where any statement is qualified by the expression “so far as the Seller is aware” or by reference to the knowledge, awareness or belief of the Seller or by an expression of similar import, that statement shall be deemed (except where otherwise expressly provided to the contrary) to be given only on the basis of matters which are within the actual knowledge of the persons named in Schedule 11, having made reasonably diligent enquiries, in each case in respect of the Warranties.

 

1.5                                        The table of contents and headings and sub-headings are for convenience only and shall not affect the construction of this Agreement.

 

1.6                                        Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and references to any gender shall include all other genders.  References to any person (which for the purposes of this Agreement shall include natural persons, bodies corporate, unincorporated associations, partnerships, governments, governmental agencies and departments, statutory bodies or other entities, in each case whether or not having a separate legal personality) shall include the person’s successors.

 

1.7                                        The words “other”, “include” and “including” do not connote limitation in any way.

 

1.8                                        References to Recitals, Schedules, clauses and appendices are to (respectively) recitals to, schedules to, clauses of and appendices to, this Agreement (unless otherwise specified); and references within a Schedule to paragraphs are to paragraphs of that Schedule (unless otherwise specified); and references to this Agreement include the Schedules.

 

1.9                                        References in this Agreement to any treaty, statute, statutory provision, directive of the Council of the European Union (whether issued jointly with any other person or under any other name) or other legislation include a reference to that treaty, statute, statutory provision, directive or legislation as amended, extended, re-enacted, consolidated or replaced from time to time (whether before or after the date of this Agreement) and include any order, regulation, instrument or other subordinate legislation made under the relevant treaty, statute, statutory provision, directive or legislation PROVIDED ALWAYS THAT the liability of the Seller or the Purchaser shall not be increased by any such amendment, extension, re-enactment, consolidation or replacement made after the date of this Agreement.  For the avoidance of doubt, this proviso shall not apply to any Future Environmental Change.

 

1.10                                  References to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, organisation, body, official or any legal concept, state of affairs or thing shall in respect of any jurisdiction other than England be deemed to include that which most nearly approximates in that jurisdiction to the English legal term.

 

1.11                                  Any reference to “writing” or “written” includes faxes and any legible reproduction of words delivered in permanent and tangible form (but does not include e-mail).

 

1.12                                  All references to pounds or £ in this Agreement are to pounds sterling.  Any amount expressed in a currency other than pounds sterling shall, to the extent that it requires in whole or in part to be expressed in pounds sterling in order to give due effect to the provisions of the Transaction Documents including calculating whether any monetary limit or threshold set out in the Transaction Documents has been reached, be deemed for that purpose to have been converted into pounds sterling in accordance with clause 1.13.

 

1.13                                  Subject to any applicable legal requirements governing conversions into pounds sterling, the rate of exchange shall be the closing mid-rate of conversion of that currency into

 

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pounds sterling as published in the London edition of The Financial Times published on the following dates:

 

1.13.1                        in relation to any amount to be considered or determined as at Completion (including all amounts in Schedule 5), the next publication date after the date of Completion;

 

1.13.2                        in relation to assessing any claim made by any Party under any Transaction Document for the purposes of determining whether it falls within any caps or other limitations, the publication date immediately prior to the date the claim is made;

 

1.13.3                        otherwise, the publication date immediately prior to the date upon which any amount is actually paid under any Transaction Document;

 

provided that this shall not apply to the extent specific provision is made in relation to any amount for a different rate of exchange to be used.

 

1.14                                  References to times of the day are (unless otherwise expressly provided) to London time and references to a day are to a period of 24 hours running from midnight on the previous day.

 

1.15                                    The expressions “subsidiary”, “holding company”, “body corporate”, “parent undertaking” and “subsidiary undertaking” shall have the meanings respectively given to them in UK CA.

 

1.16                                    Any reference (however expressed) to a person being indemnified against any Losses and Expenses by reference to an Event includes indemnifying and keeping that person indemnified against all Losses and Expenses from time to time made, suffered or incurred by that person as a direct consequence of that Event.

 

2.                                               Sale and purchase

 

2.1                                          Obligation to sell and purchase

 

Subject to the terms and conditions of this Agreement:

 

2.1.1                                the Seller shall:

 

(a)                                           sell the Shares to the Purchaser (or any Purchaser Group Undertaking nominated by the Purchaser); and

 

(b)                                          assign or procure the assignment by the relevant Seller Group Undertakings of the Assigned Subordinated Loans and the Assigned Term Loans to the Purchaser (or any Purchaser Group Undertaking nominated by the Purchaser) on the terms set out in the Debt Assignment Agreements;

 

2.1.2                                the Purchaser shall, or shall procure that a Purchaser Group Undertaking nominated by the Purchaser shall, relying on the Warranties and other obligations of the Seller under this Agreement:

 

(a)                                           purchase the entire legal and beneficial ownership in the Shares from the Seller;

 

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(b)                                          accept the assignment of the Assigned Subordinated Loans and the Assigned Term Loans from the Seller or the relevant Seller Group Undertakings on the terms set out in the Debt Assignment Agreements; and

 

(c)                                           in a manner compliant with all laws, provide funds to and procure that the relevant Group Company shall repay in full to the Seller and any relevant Seller Group Undertaking the Assumed Subordinated Loans and Assumed Term Loans.

 

2.2                                          Dividends and distributions

 

The Shares shall be sold with the benefit of all rights attaching or accruing to them as at Completion, including the right to receive all dividends and distributions (including any return of capital) declared, paid or made by the Company after Completion.

 

2.3                                          Waiver of Pre-emption Rights

 

The Seller irrevocably waives and shall procure the waiver of all rights of pre-emption over or other rights to restrict the transfer of the Shares provided for in clause 2.1 conferred either by the articles of association of the Company or in any other way.

 

2.4                                          Sale of all Shares

 

Without prejudice to clause 6.2, the Purchaser shall not be obliged to complete the purchase of any of the Shares unless the purchase of all the Shares is completed simultaneously.

 

2.5                                          Implied covenants for title

 

The Seller covenants in relation to the Shares, the Assigned Subordinated Loans and the Assigned Term Loans that):

 

2.5.1                                it (or the relevant Seller Group Undertaking) has full power and the right to transfer the legal and beneficial title to them; and

 

2.5.2                                the Shares, Assigned Subordinated Loans and the Assigned Term Loans shall on Completion be free from all Encumbrances and other third party rights.

 

The Seller and each relevant Seller Group Undertaking will at Completion each execute (at its own cost and expense) such documents as the Purchaser reasonably considers necessary to transfer the legal and beneficial ownership in the Shares, the Assigned Subordinated Loans and the Assigned Term Loans to the Purchaser (or its nominee) and secure to the Purchaser the rights attaching to the Shares, the Assigned Subordinated Loans and the Assigned Term Loans.

 

Part 1 of the Law of Property (Miscellaneous Provisions) Xxx 0000 shall not apply to such disposition.

 

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2.6                                          Transfer of Wrong Pocket Assets

 

If at any time during the term of the Transitional Services Agreement the Parties become aware that there are any Wrong Pocket Assets, then in respect of each Wrong Pocket Asset:

 

2.6.1                                the Responsible Party shall, or shall procure that the relevant Holding Party shall:

 

(a)                                           execute all such deeds and documents as may be necessary for the purpose of transferring the Wrong Pocket Asset free of any Encumbrance to the Receiving Party or its nominee; and

 

(b)                                          do all such further acts and things and execute all such other documents as may be necessary validly to effect the transfer of the Wrong Pocket Asset to the Receiving Party or its nominee;

 

PROVIDED that if any third party consent, approval, authorisation or waiver is required for the transfer then the Responsible Party shall use all reasonable endeavours to procure the consent, approval, authorisation or waiver and pending such consent, approval, authorisation or waiver shall hold or shall procure that the benefit of such Wrong Pocket Asset be held on trust for the benefit of the Receiving Party or its nominee; and

 

2.6.2                              the Receiving Party shall, or shall procure that its nominee shall, forthwith pay to the Holding Party the amount by which the Adjusted Net Assets determined in accordance with Schedule 5 would have been adjusted (taking no account of whether that adjustment would have been positive or negative) had such transfer occurred prior to Completion.

 

For the purposes of this clause:

 

“Holding Party” means the Seller Group Undertaking or the Group Company holding the Wrong Pocket Asset;

 

“Purchaser Wrong Pocket Asset” means any interest, right, property or other asset held by any Seller Group Undertaking which exclusively relates to and/or has previously been exclusively used to carry on the Business, but excluding any such interest, right, property or other asset:

 

(a)                                          specified in the Information Memorandum as being retained by the Seller Group;

 

(b)                                         which was transferred to that Seller Group Undertaking in accordance with the Restructuring;

 

“Receiving Party” means, in the case of a Purchaser Wrong Pocket Asset, the Purchaser; and in the case of a Seller Wrong Pocket Asset, the Seller;

 

“Responsible Party” means, in the case of a Purchaser Wrong Pocket Asset, the Seller; and in the case of a Seller Wrong Pocket Asset, the Purchaser;

 

“Seller Wrong Pocket Asset” means any interest, right, property or other asset held by any Group Company which does not exclusively relate to nor has previously been exclusively used to carry on the Business, but excluding any such interest, right, property or other asset:

 

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(a)                                          specified in the Information Memorandum as being an asset of the Group; or

 

(b)                                         transferred to the Group in accordance with the Restructuring;

 

“Wrong Pocket Asset” means a Purchaser Wrong Pocket Asset or a Seller Wrong Pocket Asset.

 

2.7                                          Notification

 

The Responsible Party shall promptly notify the Receiving Party on it coming to its attention that there is any Wrong Pocket Asset to which clause 2.6 applies.

 

2.8                                          Associated Companies

 

The Purchaser may, not later than 15 February 2005, notify the Seller in writing that it requires the Seller Group to purchase the shareholdings of the Group in the Associated Companies.  If such notification is received by the Seller by that date then at Completion it shall enter into a share purchase agreement with Northern Bank Development Corporation Limited in the same form mutatis mutandis (but ignoring any reference to regulatory consent) with the NBIS Share Sale Agreement save that the purchase price for the shareholdings shall be the net book value at which the shareholdings are recorded in the books of Northern Bank Development Corporation Limited.

 

2.9                                          Nomination of Assumed Subordinated and Term Loans

 

Not later than 15 February 2005, the Purchaser shall notify the Seller in writing which of the Subordinated Loans and which of the Term Loans it wishes to treat as Assumed Subordinated Loans and Assumed Term Loans respectively.  This obligation shall be in respect of such loans that have been notified to the Purchaser by 8 February 2005.  In addition, in respect of any further such loans notified to the Purchaser in accordance with clause 5.1.7, the Purchaser shall prior to Completion provide a like notification.

 

3.                                               Consideration

 

3.1                                          Provisional Consideration

 

The Provisional Consideration shall be:

 

3.1.1                                for the sale of the Shares, a cash payment of £967 million;

 

3.1.2                                for the assignment of the Assigned Subordinated Loans, a cash payment equal to the Provisional Assigned Subordinated Debt Amount; and

 

3.1.3                                for the assignment of the Assigned Term Loans,  a cash payment equal to the Provisional Assigned Term Debt Amount.

 

3.2                                          Adjustment of Provisional Consideration

 

The consideration for the sale of the Shares, the assignment of the Assigned Subordinated Loans and Assigned Term Loans shall be the Provisional Consideration as adjusted in accordance with Schedule 5.

 

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3.3                                          Reduction in consideration

 

Any payment made by the Seller in respect of clause 8 or (except for any amount paid  in respect of the Subordinated Loans, the  Term Loans, the Intra-group Amounts, the Money Market Loans, the Repos, the NBET Deposits and the Derivatives) any other payment made by it pursuant to this Agreement, or under the Tax Deed or the NIB Investigations Deed, shall (and shall be deemed to) reduce the price paid for the Shares under this Agreement by a matching amount.  Except for any amount paid in respect of the Subordinated Loans, the Term Loans, the Intra-group Amounts, the Money Market Loans, the Repos, the NBET Deposits and the Derivatives, any payment made by the Purchaser after Completion pursuant to this Agreement or under the Tax Deed shall (and shall be deemed to) increase the price paid for the Shares under this Agreement by a matching amount.

 

4.                                               Conditions

 

4.1                                          Conditions to Completion

 

Completion is subject to and conditional on fulfilment of the following conditions:

 

4.1.1                                either:

 

(i)                                            the Purchaser receiving in terms satisfactory to it confirmation from the European Commission that the transactions or any part of the transactions contemplated in this Agreement (such transactions being the “Concentration”) do not constitute a concentration having a Community dimension within the meaning of Council Regulation (EC) No. 139/2004 (the “Regulation”); or

 

(ii)                                         the Purchaser receiving in terms satisfactory to it confirmation that (being a concentration having a Community dimension within the meaning of the Regulation) the European Commission has decided to declare the Concentration compatible with the Common Market pursuant to Article 6(1)(b) of the Regulation, either unconditionally or subject to such conditions, obligations or commitments as shall be satisfactory to the Purchaser or a deemed declaration in respect of the Concentration occurs under Article 10(6) of the Regulation; or

 

(iii)                                      where the Concentration or any part of it has been referred to a competent authority of any EU Member State under Article 4(4) or Article 9 of the Regulation, the Purchaser receiving from the competent authority of that Member State, confirmation in terms reasonably satisfactory to it that the Concentration has been approved in accordance with the relevant legislation of that EU Member State, and where the European Commission has only referred part of the Concentration, the Purchaser receiving in terms satisfactory to it confirmation that the European Commission has decided not to oppose it and has declared it compatible with the Common Market pursuant to Article 6(1)(b) of the Regulation either unconditionally or subject to such conditions, obligations or commitments as shall be satisfactory to the Purchaser, or a deemed declaration in respect of the Concentration occurs under Article 10(6) of the Regulation; or

 

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(iv)                                     following a decision under Article 6(1)(c) of the Regulation to initiate proceedings, the Purchaser receiving in terms satisfactory to it a decision from the European Commission pursuant to Article 6(1)(b) of the Regulation declaring the Concentration compatible with the Common Market, either unconditionally or subject to such conditions, obligations or commitments as shall be satisfactory to the Purchaser;

 

and no indication having been made that a European Union or EFTA state may take appropriate measures to protect legitimate interests pursuant to Article 21(4) of the Regulation in relation to the Concentration or any aspect of the Concentration;

 

4.1.2                                (i)                                            the Purchaser having received an approval notice from the FSA in accordance with the FSMA confirming that there is no objection to the Purchaser becoming a controller of NB and Northern Bank Executor and Trustee Company Limited and (2) the Company and NB (and, where appropriate, their respective holding companies, including from Completion the Purchaser) having received from the FSA an approval notice with respect to them becoming controllers of NBIS for the purposes of the FSMA pursuant to this Agreement; or

 

(ii)                                         where the approval notices issued by the FSA referred to in clause 4.1.2(i) are expressly subject to the fulfilment of certain conditions, upon the fulfilment of those conditions (as may be varied or cancelled) to the satisfaction of the FSA; or

 

(iii)                                      in the absence of such notification, the period during which the FSA may serve an approval notice or a decision notice pursuant to the FSMA in relation to such acquisitions of control having elapsed without the FSA having served any such notices;

 

4.1.3                                the Purchaser having received notification from IFSRA pursuant to Chapter VI of Part II to the Xxxxxxx Xxxx Xxx 0000 and Regulation 14 of the European Communities (Licensing and Supervision of Credit Institutions) Regulations 1992 that it approves or, as applicable, has no objection to the Purchaser acquiring the entire issued share capital of NIB and National Irish Investment Bank Limited for the purposes of such legislation or, in the absence of such notification, the period during which the IFSRA may serve notice of refusal of its approval or, as applicable, its objection pursuant to such legislation in relation to the Purchaser acquiring the entire issued share capital of NIB and National Irish Investment Bank Limited having elapsed without the IFSRA having served any such notice of refusal of its approval, or as applicable, objection;

 

4.1.4                                the Purchaser having received notification from the IOMFSC in accordance with the Isle of Man Banking (General Practice) Regulatory Code 1999 and the Isle of Man Banking Xxx 0000, that there is no objection to the Purchaser becoming a controller of NBIOM and NB for the purposes of such legislation.

 

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4.2                                          Satisfaction of Conditions

 

4.2.1                              The parties shall cooperate to ensure that the Conditions are satisfied as soon as possible and neither the Seller nor the Purchaser shall take any affirmative action with the intention of impeding the satisfying of any Condition.

 

4.2.2                              The Purchaser shall, subject to clause 4.2.3, as between the Parties have principal responsibility to seek to ensure the fulfilment of the Conditions and shall:

 

(a)                                         as soon as possible following the date of this Agreement, prepare and submit the notifications and any other correspondence and any other documentation required from time to time in connection with such notifications to the competition authorities and Relevant Regulators referred to in clause 4.1 in order to satisfy the Conditions; and

 

(b)                                        deal promptly with all discussions, enquiries, correspondence and meetings with or from such competition authorities and Relevant Regulators concerning the Conditions (“Regulator Discussions”);

 

(c)                                         meet all fees required by the competition authorities and Relevant Regulators;

 

(d)                                        treat procuring the fulfilment of the Conditions as an urgent management priority and allocate all necessary management and other resources to procuring the fulfilment of the Conditions; and

 

(e)                                         otherwise use significant endeavours to procure that the Conditions are fulfilled as soon as practicable after the date of this Agreement;

 

and the Seller and the Purchaser shall keep each other fully informed at all reasonable times as to the progress of the Regulator Discussions and the status of the Conditions generally.

 

4.2.3                              The Purchaser’s obligations in clause 4.2.2 shall not include any obligation to make any payment to procure the fulfilment of any Condition (other than in relation to fees payable to competition authorities or Relevant Regulators or the payment of the costs and expenses of professional advisers), or the Purchaser or any Purchaser Group Undertaking or any Group Company having to offer or give undertakings/commitments to, or agree a settlement or consent orders with, any competition authority or Relevant Regulator obliging the Purchaser or any Purchaser Group Undertaking or any Group Company:

 

(a)                                           to divest all or part of the Business, the Shares or any part of its existing business; and/or

 

(b)                                          to conduct its affairs and/or behave in a particular manner; and/or

 

(c)                                           to enter into or modify agreements with a third party (or third parties) on particular terms; and/or

 

(d)                                          to terminate agreements with a third party (or third parties),

 

if required or requested by, or necessary to overcome any actual or potential concerns of, any competition authority or Relevant Regulator in order to obtain all authorisations, consents, approvals, actions and/or clearances and/or secure

 

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the expiry or termination of waiting periods and/or the removal of prohibitions or injunctions to Completion.

 

4.2.4                              The Seller shall (and shall procure that each member of the Seller’s Group shall), provide reasonable assistance where requested in writing to do so to the Purchaser where the fulfilment of any Condition requires the Seller’s assistance and generally use its reasonable endeavours to assist the Purchaser in procuring that the Conditions are fulfilled as soon as practicable following the date of this Agreement.  Such assistance shall include all or any of the following:

 

(a)                                           the furnishing of information in order to enable any filings or notifications to be prepared;

 

(b)                                          dealing promptly with all discussions, enquiries, correspondence and requests for information made by any Relevant Regulator or the European Commission concerning the Conditions;

 

(c)                                           attending (and, if appropriate, requesting) hearings with any Relevant Regulator or the European Commission (withdrawing from such meetings as and when matters confidential to the Purchaser or to the Purchaser Group arise which shall include reasons for the acquisition and the future of the Group).

 

In addition, should the FSA require a separate notification from NB in relation to NB becoming the controller of NBIS, the Seller shall between the parties have principal responsibility for making that notification and shall make such notification as soon as possible following being called upon to do so and in relation thereto shall comply with clause 4.2.2 as if it were the Purchaser.

 

For the avoidance of doubt the obligations of the Seller shall not include any obligation to do any of the things set out in clause 4.2.3.

 

4.2.5                              The Purchaser shall give notice to the Seller of the satisfaction of each of the Conditions as soon as practicable after (and in any event within one Business Day of) the relevant Condition being satisfied.

 

4.3                                          Non-satisfaction of Conditions

 

4.3.1                                If any Condition has not been fulfilled by the date falling 12 months after the date of this Agreement then, unless otherwise agreed by the Seller and the Purchaser in writing, this Agreement shall terminate with immediate effect.

 

4.3.2                                If at any time a Condition becomes incapable of being fulfilled, then unless this has arisen as a result of a failure of the Seller to comply with its obligations under clause 4.2.1 and 4.2.4, the Seller may at any time thereafter terminate this Agreement by notice in writing to the Purchaser, such notice having immediate effect.

 

4.3.3                                If the Agreement terminates pursuant to clause 4.3.1 or 4.3.2 the Agreement shall lapse and none of the Parties shall have any further rights or obligations against any other Party hereunder, except under clause 4.3.4 (if applicable) which, together with clauses 7.5 and 14 to 22 and 24, shall continue to apply, provided always that the Parties’ accrued rights and obligations, including any rights they may have in respect of any antecedent breach of this Agreement, shall not be affected.

 

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4.3.4                              If:

 

(a)                                           the Agreement terminates pursuant to clause 4.3.1 and at the date of termination the Condition set out in clause 4.1.1 has not been satisfied; or

 

(b)                                          the Agreement terminates pursuant to clause 4.3.2 as a result of the Condition set out in clause 4.1.1 becoming incapable of being fulfilled;

 

then, provided no Material Adverse Change has occurred prior to the date of termination of the Agreement, on the second Business Day after such termination of this Agreement the Purchaser shall pay to the Seller the sum of £9.67 million by way of electronic transfer for same day value to the Seller’s Bank Account.

 

4.4                                          Occurrence of a Material Adverse Change

 

4.4.1                              If a Material Adverse Change occurs then:

 

(a)                                         the Party that first becomes aware of such occurrence shall notify the other Party in writing of such occurrence as soon as reasonably practicable; and

 

(b)                                        the Purchaser may within whichever is the shorter of the periods of (i) the period ended on the seventh day after the day during which satisfaction of the last of the Conditions takes place or, if earlier, the Business Day which would otherwise be the Due Date; and (ii) 30 days following the notice in (a), terminate this Agreement by notice in writing to the Seller, such notice having immediate effect.

 

4.4.2                              Upon such termination notice being given this Agreement shall lapse and none of the Parties shall have any further rights or obligations against any other Party hereunder, except under clauses 7.5 and 14 to 22 and 24 which shall continue to apply, provided always that the Parties’ accrued rights and obligations, including any rights they may have in respect of any antecedent breach of this Agreement, shall not be affected.

 

5.                                               Conduct of Business pending Completion

 

5.1                                          Undertakings

 

The Seller undertakes to the Purchaser that, in the period between the date of this Agreement and the date of Completion (both dates inclusive):

 

5.1.1                              it will procure that the Business will continue to be carried on in the normal and ordinary course and with a view to profit without any interruption (excluding any interruption arising from any cause or causes beyond the Seller’s or any other member of the Seller’s Group or any member of the Groups reasonable control) and so as to maintain the same as a going concern and shall conduct or cause the Business to be conducted in a manner consistent with the manner in which it has been conducted in the period since 1 October 2002;

 

5.1.2                              it shall procure that all reasonable endeavours are used to retain and preserve the goodwill of the Business;

 

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5.1.3                      it will not do and shall use its reasonable endeavours not to permit to be done any act or thing or omit or permit the omission of any act or thing which is intended to impair or have a material adverse effect upon the turnover, financial position or prospects of the NB Group or the NIB Group;

 

5.1.4                      it will keep and make (and procure that the Subsidiaries keep and make) proper accounting records and true and complete entries in such records of all material dealings and transactions;

 

5.1.5                      it will promptly provide to the Purchaser in respect of each month, a management report in respect of the Group based upon the format of such report in the agreed form;

 

5.1.6                      it will use all reasonable endeavours to procure that none of the Group Companies will (except in accordance with a prior waiver in writing given by the Purchaser) do or agree to do any of the matters referred to in Schedule 3; and

 

5.1.7                      it will notify the Purchaser on each tenth Business Day from the date of this Agreement until Completion of any new Derivative, Money Market Loan, Repo, Term Loan, NBET Deposit or Subordinated Loan and supply to the Purchaser summary documentation (if any) evidencing such Derivative, Money Market Loan, Repo, Term Loan, NBET Deposit or Subordinated Loan, as the case may be and it shall warrant on the date of such notification that the information contained in such notification does not materially overstate or understate such new Derivative, Money Market Loan, Repo, Term Loan, NBET Deposit or Subordinated Loan (as the case may be) in existence at such date and was prepared by the Seller Group in the ordinary course of trading as previously conducted.

 

5.2                                 Exceptions

 

No act of a Group Company which is (1) effected in order to satisfy any Regulatory Requirement or (2) effected specifically pursuant to the terms of any Transaction Document (including, without limitation, each part of the Restructuring) shall be regarded as a breach of clause 5.1.  The parties agree that the only obligation provided or undertaking by the Seller pursuant to clause 5.1 or Schedule 3 in relation to the NIB Investigations and the NIB Investigations Deed is that set out in paragraph 16 of Schedule 3.

 

5.3                                 Confidentiality

 

The Purchaser shall ensure that, to the extent it receives any commercially sensitive information in relation to the Group as a result of the operation of clause 5.1, and until satisfaction of the Condition set out in clause 4.1.1, it shall restrict access to such information to a limited number of individuals directly involved in the transactions set out in the Transaction Documents.

 

5.4                                 Depolarisation

 

The Purchaser acknowledges that changes will be made to the wealth management operations of NBIS (and of the Seller Group) in order to move the planner workforce to a multi-tie model following depolarisation.

 

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5.5                                 Other agreements

 

The Purchaser and the Seller shall use all reasonable endeavours in good faith to agree (and to procure that the relevant Group Company or Seller Group Undertaking agrees) the form of (i) a lease from NB to NAGE (or such other Seller Group Undertaking as the Seller may specify) in relation to space at Northern Court, Belfast, and (ii) the service level agreement between NB and Clydesdale Bank PLC relating to the provision of banking services on the Isle of Man to customers of Clydesdale Bank PLC, in each case not later than 14 January 2005.  Once agreed, such documents shall be entered into between their respective parties at or before Completion.  The Seller acknowledges that the Purchaser shall not be a party to these documents but nevertheless shall seek to agree the terms with the Purchaser in accordance with the preceding sentences of this clause 5.5.

 

6.                                      Completion

 

6.1                                 Completion date and meeting

 

Except as otherwise agreed between the Seller and the Purchaser and provided that this Agreement is not terminated in accordance with clause 4.4.1 as a result of a Material Adverse Change prior to Completion, Completion shall take place at the offices of the Seller’s Solicitors on the last day of the month during which satisfaction of the last of the Conditions takes place or, where the last day of that month is not a Business Day, on the next Business Day following that date, provided that if such final Condition is satisfied within one Business Day of the end of a month, Completion shall take place on the last day of the following month, or where the last day of that month is not a Business Day, on the next Business Day following that date, and provided further that in no event shall Completion take place prior to 28 February 2005 (in each case the “Due Date”).  On Completion the Parties shall perform their respective Completion obligations set out in Schedule 4.

 

6.2                                 Failure to comply

 

If (a) the provisions of paragraph 1 of Schedule 4 are not complied with on the day of Completion then the Purchaser may, and (b) if the provisions of paragraph 2 of Schedule 4 are not complied with on the day of Completion then the Seller may:

 

6.2.1                      defer Completion to the month end date next following the date set for Completion by clause 6.1 (or if such day is not a Business Day, to the next succeeding Business Day) (and so that the provisions of this clause 6.2 (other than this paragraph) shall apply to the deferred date for Completion with all necessary modifications);

 

6.2.2                      without prejudice to its rights under this Agreement, proceed so far as practicable with the transactions contemplated by this Agreement;

 

6.2.3                      terminate this Agreement without prejudice to its rights and remedies under this Agreement; or

 

6.2.4                      waive all or any of the requirements of the other contained in Schedule 4 at its discretion.

 

6.3                                 Effect of Completion

 

Notwithstanding Completion, each provision of this Agreement (and any other document referred to in it) not performed at or before Completion but which remains capable of performance, the Warranties and all covenants and other undertakings contained in or

 

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entered into pursuant to this Agreement will remain in full force and effect and (except as otherwise expressly provided) without limit in time.

 

6.4                                 Registration

 

The Purchaser shall use all reasonable endeavours to procure that the stock transfer form in relation to the transfer of the Shares is duly registered as soon as reasonably practicable following Completion.

 

6.5                                 Pending registration

 

The Seller declares that so long as it (or any of its nominees) remains the registered holder of any of the Shares after Completion, it will (and will procure that any such nominee will):

 

6.5.1                      hold those Shares and all dividends and other distributions in respect of them, and all other rights arising out of or in connection with them, in trust for the Purchaser; and

 

6.5.2                      at all times deal with and dispose of those Shares, and all such dividends, distributions and rights attaching to them, as the Purchaser may direct (but the Purchaser shall be liable, and shall reimburse the Seller, for the cost of implementing any such direction).

 

6.6                                 Notifications

 

The Purchaser and the Seller shall each procure that promptly following Completion all necessary notifications of the sale of the Group hereunder required to be made individually by them (or by any of their Affiliates) shall be made to all relevant Competent Authorities of any relevant jurisdictions.

 

6.7                                 Facility Agreement

 

The Seller Guarantor agrees and acknowledges that, notwithstanding the provisions of clause 5.1(m) of the facility agreement dated 25 June 2004 between the Seller Guarantor and NIB, entry into this Agreement and the performance of each parties’ obligations under this Agreement shall not constitute an event of default or potential event of default under that agreement.

 

7.                                      Purchaser Warranties and Undertakings

 

7.1                                 Purchaser Warranties

 

The Purchaser warrants to the Seller that:

 

7.1.1                      each Purchaser Group Undertaking which is expressed to be a party to a Purchaser Transaction Document (the “Relevant Purchaser Entities”):

 

(a)                                  has the requisite power and authority to enter into and perform each of the Purchaser Transaction Documents (in the case of the Purchaser, without any shareholder consent being required);

 

(b)                                 has obtained all approvals and consents (as applicable, but other than any the subject of the Conditions) required by it for the performance of its obligations under the Purchaser Transaction Documents.

 

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7.1.2                      all the Purchaser Transaction Documents executed or to be executed by the Relevant Purchaser Entities constitute (or will, when executed, constitute) binding obligations of the Relevant Purchaser Entities in accordance with their respective terms;

 

7.1.3                      the execution and delivery by each of the Relevant Purchaser Entities of, and the performance by each of the Relevant Purchaser Entities of its obligations under, the Purchaser Transaction Documents will not:

 

(a)                                  result in a breach of any provision of its memorandum or articles of association;

 

(b)                                 result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound;

 

(c)                                  result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound; or

 

(d)                                 other than in respect of satisfaction of the Conditions, require it to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority.

 

7.2                                 Restraint on employee claims

 

The Purchaser undertakes to the Seller and each other Seller Group Undertaking that (other than in respect of fraud or malicious concealment) it will not, and will procure that no other Purchaser Group Undertaking will, make any claim (in relation to this Agreement or any other Transaction Document or the purchase and sale of the Shares) against any employee, director, agent, officer or adviser of any Seller Group Undertaking on whom it may have relied before agreeing to any term of, or entering into, this Agreement or any other Transaction Document.

 

7.3                                 NIB Investigations Deed

 

Having regard to the NIB Investigations Deed the Purchaser undertakes to the Seller and each other Seller Group Undertaking that it will not make, and will procure that no other Purchaser Group Undertaking will make any claim against any Seller Group Undertaking with respect to the NIB Investigations under any Transaction Document or otherwise except pursuant to the NIB Investigations Deed.

 

7.4                                 Holding Out

 

Subject to the terms of the agreement referred to in paragraph 1.1(m) of Schedule 4 the Purchaser shall procure that following Completion no Group Company holds itself out as being a Seller Group Undertaking.

 

7.5                                 Non-solicitation

 

7.5.1                      The Purchaser undertakes to the Seller that neither it nor any Purchaser Group Undertaking shall directly or indirectly in the period of two years after Completion, offer employment to or offer to conclude any contract of service with employees holding executive or managerial posts of any Seller Group Undertaking, provided always that this clause 7.5 shall only apply in relation to persons who (1) have been concerned with the matters recorded in the Transaction Documents or who have otherwise had some contact with, or come

 

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to the attention of, the Purchaser Group as a result of the transactions effected by the Transaction Documents and the processes associated with those transactions, (2) were employed by a Seller Group Undertaking at Completion and (3) were still so employed at the time of the relevant breach of this clause 7.5.  The provisions of this clause 7.5 shall not preclude the consideration and acceptance in good faith of an application from any such person for a position made on his or her own initiative in good faith in response to a general recruitment advertisement published in good faith by the Purchaser or a Purchaser Group Undertaking.

 

7.5.2                      It is acknowledged by the Purchaser that monetary damages may not be a sufficient remedy for breach of this clause 7.5 and the Seller shall be entitled to injunctive relief and any other form of equitable relief to enforce the provisions of this clause 7.5.

 

8.                                      Seller Warranties, Undertakings and Indemnities

 

8.1                                 Seller Warranties

 

The Seller warrants to the Purchaser in the terms set out in Schedule 6.  Each of the Warranties set out in the separate paragraphs of Schedule 6 shall be separate and independent and given as at the date of this Agreement.

 

8.2                                 Repetition

 

The Seller warrants to the Purchaser in the terms of the Warranties marked by a double asterisk (**) in Schedule 6:

 

8.2.1                      as if they had been repeated at Completion by reference to the facts and/or circumstances then existing at the time of repetition; and

 

8.2.2                      on the basis that a reference to Completion were each time substituted for any express or implied reference to the time of this Agreement (but so that any period of time expressed to start at the date of this Agreement shall continue to be deemed to start then);

 

and references in this Agreement to the Warranties shall include them as so repeated; provided that no matter to which the Seller has consented in accordance with clause 5.1.6 shall be regarded as a breach of any such Warranty.

 

8.3                                 Knowledge of the Purchaser

 

The Seller agrees that the rights and remedies of the Purchaser in relation to any of the Warranties shall not be affected or limited by any investigation made or to be made by or on behalf of the Purchaser in relation to the Company or any of the Subsidiaries other than in respect of any information which is Disclosed or of which the Purchaser has actual knowledge.

 

8.4                                 Information supplied by the Group

 

8.4.1                      The Seller undertakes to the Purchaser to waive any and all claims which it might otherwise have against each Group Company and/or their respective officers or employees, advisers or agents in respect of any information supplied to it by or on behalf of the Company and/or the Subsidiaries in connection with the Warranties, the Tax Deed and/or the information Disclosed, except (in relation to officers

 

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and employees only) insofar as the Seller has been fraudulently or maliciously misled by any such officer or employee.

 

8.4.2                      The Seller agrees that the fact it has relied upon any information or advice supplied by Group Employees or by any member of the Group or their respective officers, employees, advisers or agents prior to the date of this Agreement to the Seller or its agents, representatives or advisers in connection with the Transaction Documents and/or the information Disclosed shall not constitute a defence to any claim by the Purchaser (excluding any Group Company) under the Transaction Documents.

 

8.4.3                      The Seller agrees that to the extent that any Disclosure Document provides information with respect to the Subordinated Loans, the Term Loans, the Derivatives, the Intra-Group Amounts, the Money Market Loans, the NBET Deposits or the Repos which is inconsistent with the information set forth in Schedule 12, then Schedule 12 shall prevail.

 

8.5                                 Schedule 7 and exclusions from Schedule 7

 

Schedule 7 shall have effect; provided that notwithstanding any other provision of this Agreement, the provisions of Schedule 7 shall not apply to any claim made against the Seller in the case of any fraud or malicious concealment on the part of the Seller.

 

8.6                                 Seller to disclose breaches prior to Completion

 

The Seller shall promptly upon becoming aware of the same disclose to the Purchaser in writing any:

 

8.6.1                      Event (including an Event which would or may give rise to a contingent liability) which shall be discovered to have occurred or to exist or which shall happen or occur or shall be threatened prior to Completion which would or might reasonably be expected to cause or constitute a breach of, be inconsistent with or render misleading, untrue or inaccurate any of the Warranties by reference to facts and circumstances then subsisting or which will or are likely to be subsisting at Completion where (were that to be capable of founding a claim against the Seller) the amount that would be recoverable from the Seller in respect of such Warranty Claim would be likely to exceed £1 million; or

 

8.6.2                      breach of the provisions of clause 5.1 or Schedule 3.

 

8.7                                 Seller Regulatory Indemnities

 

The Seller covenants to pay to the Purchaser an amount equal to the Losses and Expenses suffered or incurred by a Group Company as a result of any breach of any Legislation and Regulations where the breach occurred before Completion:

 

8.7.1                      where that breach relates to the sale of investment bonds (constituting qualifying contracts of insurance) and endowment policies (or the suitability or adequacy of advice given in relation to either of those products) to customers of the Group, where the sale occurred before Completion;

 

8.7.2                      where that breach relates to the sale by a Group Company of the “tailored business loans” product (and for the purposes of this clause 8.7.2 only the covenant to pay shall relate to a breach of the Legislation and Regulations and any breach of contract, breach of duty of care or negligence);

 

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8.7.3                      where that breach relates to the sale by a Group Company of insurance/investment products offered by insurance companies which did not have appropriate authorisation to conduct the business concerned;

 

8.7.4                      in respect of any fines or penalties imposed by the FSA on the Company, NBIS, NB or any Subsidiary listed in Part 2 of Schedule 1 as a result of non-compliance by the Company, NBIS, NB or any Subsidiary listed in Part 2 of Schedule 1 with Legislation and Regulations which form part of the subject matter of the reports by Deloitte & Touche LLP commissioned pursuant to s166 FSMA;

 

8.7.5                      in respect of any fines or penalties imposed by any Relevant Regulator and any Losses and Expenses in relation to third party claims arising from non-compliance by any Group Company with the Money Laundering Regulations 2003, Parts VII and VIII of the Proceeds of Crime Xxx 0000 sections 17 and 18 of the Terrorism Xxx 0000, the Criminal Justice Xxx 0000 and any legislation that imposes anti-money laundering or prohibition of the financing of terrorism in the Isle of Man;

 

8.7.6                      where that breach relates to non-compliance by Northern Bank Executor & Trustee Company Limited with legally binding or regulatory requirements to account for client assets, including the reconciliation of securities accounts and of cash accounts;

 

8.7.7                      where that breach relates to the terms and conditions of gold chargecards issued by any Group Company (and for the purposes of this clause 8.7.7 only the covenant to pay shall relate to a breach of the Legislation and Regulations and any applicable banking code requirements).

 

8.8                                 Other Seller Indemnities

 

The Seller covenants to pay to the Purchaser an amount equal to the Losses and Expenses which may be suffered or incurred:

 

8.8.1                      by the Company, NB or any Subsidiary listed in Part 2 of Schedule 1 in relation only to the super-complaint brought to the Office of Fair Trading for review on overcharging in Northern Ireland on 15 November 2004:

 

(i)                                   any fine or penalties imposed by the Office of Fair Trading;

 

(ii)                                any third party claims brought as a result of requirements imposed or recommendations made by the Office of Fair Trading; and

 

(iii)                             the direct costs (including internal costs but excluding (1) general overhead costs such as employment costs and (2) any loss of profit or other indirect loss) of implementation of any requirements imposed or recommendations made by the Office of Fair Trading in its report;

 

8.8.2                      by any Group Company as a result of the Restructuring; but excluding any such Losses and Expenses which would have been incurred by a Group Company had the rights, assets, liabilities or other matters transferred to that Group Company as part of the Restructuring always been held by that Group Company;

 

8.8.3                        by NIB or any Subsidiary listed in Part 3 of Schedule 1 in relation to the Irish High Court case no. 5021P/2001 between Blue Nile Holdings Limited, plaintiff and National Irish Bank Limited, defendant, and, consolidated by order,

 

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9990P/1999 between Blue Nile Holdings Limited, plaintiff, and National Irish Bank Limited, defendant;

 

8.8.4                      by NIB or any Subsidiary listed in Part 3 of Schedule 1 as a result of:

 

(a)                                  the improper collection or charging by NIB or any Subsidiary listed in Part 3 of Schedule 1 prior to Completion of amounts purporting to relate to stamp duty; and

 

(b)                                 any failings by any NIB or any Subsidiary listed in Part 3 of Schedule 1 prior to Completion to charge or collect stamp duty at the applicable rate as required by the applicable legislation or pursuant to any agreement between such Group Company and the applicable Taxation Authority;

 

in each case in relation to Bills of Exchange and the levies imposed pursuant to any of s123 (Cash cards), s123A (Debit cards) and s124 (Credit cards and charge cards) of the Irish Stamp Duty Consolidation Xxx 0000;

 

8.8.5                      by NB in respect of the fair employment tribunal claim being brought by Xxxxxx Xxxxxxx which is referred to in document 6.2.1 in the Data Room Index.

 

9.                                      Further undertakings of Seller

 

9.1                                 Covenants

 

The Seller undertakes to the Purchaser that it shall not (and shall procure that no Seller Group Undertaking shall) whether on its own account or in conjunction with or on behalf of any person and whether directly or indirectly:

 

9.1.1                      in the period of two years after Completion, offer employment to or offer to conclude any contract of service with employees holding executive or managerial posts of any Group Company Provided always that this clause 9.1.1 shall (1) only apply in relation to persons who were so employed at Completion and who were still so employed at the time of the relevant breach of this clause 9.1.1 and (2) not preclude the consideration and acceptance in good faith of an application from any such person for a position made on his or own initiative in good faith, in response to a general recruitment advertisement published in good faith by the Seller or a Seller Group Undertaking; or

 

9.1.2                      in the period of two years after Completion (in each case within either the Republic of Ireland or within Northern Ireland) use as a trade or business name or xxxx, or carry on a business under a title containing, the word(s) “Northern” or “National Irish” or any part, combination or abbreviation thereof or any similar or other name likely to confuse or mislead any part of the public;

 

9.1.3                      at any time after Completion publish or disclose to any other person, firm or company or make use of for its own purposes or those of any other person, firm or company any information of all kinds relating to the technical, commercial and financial information and affairs of the any Group Company, names and lists of customers or clients and other information and know-how of a confidential nature concerning or relating to the Business, provided that this obligation shall not apply to:

 

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(a)                                  any such information which is now or comes to be in the public domain after Completion, other than by reason of the failure on the part of the Seller fully to meet its obligations; and

 

(b)                                 any such information which relates to both the Group and the Seller Group and which is also used by the Seller Group;

 

9.1.4                        in the period of two years after Completion:

 

(a)                                  establish any branch based retail banking presence or other significant presence in the Republic of Ireland; or

 

(b)                                 establish or carry on a business which has as its aim (or one of its main aims) the doing of business in, or with customers resident in, the Republic of Ireland;

 

9.1.5                      in the period of two years after Completion:

 

(a)                                  establish any branch based retail banking presence or other significant presence in Northern Ireland; or

 

(b)                                 establish or carry on a business which has as its aims (or one of its main aims) the doing of business in, or with customers resident in, Northern Ireland;

 

9.1.6                      in the period of two years after Completion, canvass, solicit or approach or cause to be canvassed, solicited or approached (in relation to a business which competes with all or part of the Business) the custom of any person who at any time during the 12 months preceding Completion shall have been a customer of the Group (but this shall not prevent the Seller or any Seller Group Undertaking from carrying out general marketing campaigns in the British Isles generally or in a significant part of the British Isles (but not solely the island of Ireland) which are not targeted at such persons); or

 

9.1.7                      in the period of two years after Completion, enter into an agreement which will lead to the acquisition of or acquire control of or any part of the business of any of (or enter into any joint venture which conducts any of the activities set out in clauses 9.1.4 and 9.1.5) with any of Allied Irish Banks, Anglo Irish Bank, Bank of Ireland, Educational Building Society, Irish Life & Permanent or Irish Nationwide Building Society or any successor to any of them.

 

Each undertaking contained in this clause 9.1 shall be read and construed independently of the other undertakings and as an entirely separate and severable undertaking.

 

9.2                                 Extent of covenants

 

9.2.1                      The Purchaser agrees that the covenants contained in clauses 9.1.4 and 9.1.5 shall

 

(a)                                  not apply in respect of the business of any entity which becomes part of the Seller Group after Completion pursuant to an acquisition of that entity by the Seller Group and only to the extent of the nature of the business carried on by such entity at the time of its acquisition by the Seller Group, unless it becomes part of the Seller Group as a result of any contravention of clause 9.1.7; and

 

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(b)                                 not prevent the Seller or any Seller Group Undertaking from carrying on business in the Republic of Ireland or Northern Ireland as part of maintaining customer relationships which derive from the business of the Seller Group as at the date of this Agreement, or which business is otherwise within the scope of the business carried on by the Seller Group as at the date of this Agreement, e.g. the Custom Fleet business, its MLC wealth management platform and its Institutional Markets and Services division).

 

9.2.2                      Whilst the undertakings in clause 7.5 and clause 9.1 are considered by the Parties to be reasonable in all the circumstances, if any one or more should for any reason be held to be invalid, but would have been held to be valid if part of the wording were deleted, the undertakings shall apply with the minimum modifications necessary to make them valid and effective.

 

9.3                                 Damages not adequate remedy

 

It is acknowledged by the Seller that monetary damages may not be a sufficient remedy for breach of this clause 9 and the Purchaser shall be entitled to injunctive relief and any other form of equitable relief to enforce the provisions of this clause 9.

 

9.4                                 Restrictions on use of names

 

Subject to any requirement of any Relevant Regulator to the contrary, the Seller shall as soon as is reasonably practicable and in any event within 12 months of Completion, procure that references to NB and NIB or any other members of the Group are removed from all documentation and electronic communications (including without limitation, stationery, emails, websites, brochures, business materials, sales literature, advertising and promotional materials, invoices, written orders and receipts) issued by the Seller Group Undertakings in the ordinary course of their business.

 

9.5                                 Seller’s post-completion obligations in respect of insurance matters

 

9.5.1                      Definitions

 

For the purposes of this clause 9.5:

 

“Insurers” means the underwriters of the Policies; and

 

“Policies” means each and every contract of insurance or indemnity in respect of which the Group Companies have an interest as at the date of this Agreement, other than any contracts of insurance or indemnity to the extent that they relate to the NIB Investigations (if any).

 

9.5.2                      Co-operation

 

From Completion, the Seller shall, and the Seller shall procure that each Seller Group Undertaking shall, co-operate with and provide all such assistance as is reasonably required to the Purchaser and each other Purchaser Group Undertaking in connection with any existing, actual or potential claim submission to Insurers made by the Group Companies under the Policies, including but not limited to:

 

(a)                                  providing details relating to and copies of the Policies to the Group Companies;

 

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(b)                                 assisting the Group Companies to comply with any provision in the Policies requiring notice to Insurers;

 

(c)                                  responding in a timely manner to requests for documents and information;

 

(d)                                 providing access to and copies of any document that remains with the Seller Group upon Completion;

 

(e)                                  participating in disclosure to Insurers or third parties;

 

(f)                                    using reasonable endeavours to provide evidence or other testimony in England or elsewhere;

 

(g)                                 allowing the Group Companies to chose whom at the Seller Group should be asked to participate as witnesses and should be asked to participate in discussion sessions;

 

(h)                                 using their reasonable endeavours (subject to applicable legislation) to procure that any then-current employees, officers or other agents appear and provide evidence with respect to, and take part in, the activities identified in this clause 9.5.2;

 

(i)                                     using reasonable endeavours to procure former employees, officers, agents or then-current or former lawyers appearing and giving evidence with respect to, and taking part in, the activities identified in this clause 9.5.2; and

 

(j)                                     using reasonable endeavours to take part as requested by the Group Companies in any proceeding or other forum for adjudication by attending and serving as witness(es).

 

9.5.3                        Other obligations

 

(a)                                  From Completion:

 

(i)                                     the Seller must ensure that the Seller Group does not cancel or commute any of the Policies;

 

(ii)                                  the Seller shall procure that the Group Companies continue to have the benefit of the cover afforded by the Policies; and

 

(iii)                               the Seller must ensure that the Seller Group does not do anything which may prejudice the Group Companies’ interests in the Policies.

 

(b)                                 If any of the Policies contain provision for the proceeds of any claim to be paid directly to any Seller Group Undertaking then, following submission of a claim to Insurers by the Group Companies under the Policies, the Seller will ensure that the proceeds of such claim are paid to any of the Group Companies nominated by the Purchaser.

 

(c)                                  The Seller must give written notice to the Purchaser within seven days of it becoming aware of any of the Policies becoming void or voidable.

 

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(d)                                 From Completion the Purchaser shall use its reasonable endeavours to ensure that the Purchaser Group does not do anything which may reduce, avoid or deny the Seller Group’s interests in or cover under the Policies.

 

NBIS Shares

 

9.6                                 The Seller undertakes to be responsible for the stamping of, and payment of the stamp duty payable on, the transfer of the NBIS Shares.

 

10.                               Obligations of the Seller Guarantor

 

10.1                           Primary obligations

 

The Seller Guarantor severally, as primary obligor and not as surety only, irrevocably and unconditionally for the benefit of the Purchaser:

 

10.1.1                guarantees to the Purchaser (in consideration of the Purchaser promising by this clause to pay it the sum of £10,000 on demand) the due and punctual performance of, and the due payment and discharge of all sums and liabilities which now are or at any other time shall be due, owing or incurred by the Seller Obligor(s) to the Purchaser in respect of, the Relevant Obligations; and

 

10.1.2                undertakes that if any amount guaranteed by this clause 10.1 is not recoverable on the basis of a guarantee for any reason it will (as a separate and independent stipulation) pay the Purchaser on demand whatever amount or amounts shall equal what it would have been liable to pay but for such irrecoverability and covenants to pay the Purchaser an amount equal to all Losses and Expenses suffered or incurred by the Purchaser in connection with such irrecoverability.

 

10.2                           Continuing guarantee

 

The provisions set out in clause 10.1 are a continuing guarantee and the Seller Guarantor’s undertakings under this Agreement shall remain in full force and effect until final performance in full of its obligations under this Agreement notwithstanding any intermediate payment or performance or the invalidity or unenforceability in whole or in part of the respective Relevant Obligations or any other event.

 

10.3                           No discharge

 

The guarantee and undertakings contained in this clause 10 shall be discharged in relation to the Seller Guarantor by the full performance of its obligations under this Agreement, but otherwise shall not be discharged or affected by any act, omission, matter or thing which, but for this provision, might operate to release or otherwise exonerate the Seller Guarantor from those obligations in whole or in part including:

 

10.3.1                the granting of time, or any waiver or other indulgence (including any extension, renewal, acceptance, forbearance or release in respect of any Relevant Obligations);

 

10.3.2                the taking, variation, compromise, renewal or release of or refusal or neglect to perform or enforce any rights, remedies or securities against its Relevant Obligor or any other person;

 

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10.3.3                any modification, variation or addition to the terms of any Relevant Obligations or of any other document or security;

 

10.3.4                any concession granted by the Purchaser to the Seller or by payment or other dealing or anything else (whether relating to the Seller, or any other person);

 

10.3.5                any irregularity, defect or informality in the terms of any Relevant Obligations or any other document or security or any legal limitation, disability, liquidation or other incapacity on the part of the Seller or any disclaimer by a liquidator or trustee in bankruptcy or want of authority of any person;

 

10.3.6                any transfer or assignment of any rights or obligations by any Party, whether or not they relate to Relevant Obligations;

 

10.3.7                any corporate reorganisation, reconstruction, amalgamation, dissolution, liquidation, merger, acquisition of or by or other alteration in the corporate existence or structure of any Party, or the non-existence of its Relevant Obligor; or

 

10.3.8                any composition or similar arrangement by any Party or any other person.

 

10.4                           Avoidance

 

Where any discharge (whether in respect of any Relevant Obligations or any security for Relevant Obligations or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be restored for any reason, any liability of the Seller Guarantor under this Agreement which in the absence of this clause would be released by virtue of that discharge or arrangement shall continue as if the discharge or arrangement had not been made.

 

10.5                           Other security

 

The guarantee and undertakings contained in this clause 10 are in addition to and are not in any way prejudiced by or in substitution for any other security or guarantee now or in future held by or on behalf of the Purchaser in respect of the obligations of the Seller under this Agreement.

 

10.6                           No competition

 

The Seller Guarantor shall not by virtue of any payment or performance by it under the terms and conditions of this Agreement:

 

10.6.1                be subrogated to any rights, security or monies held, received or receivable by the Purchaser or be entitled to assert against any person owing any obligation to the Purchaser in connection with this Agreement any right of contribution or indemnity in respect of any payment made or monies received on account of the Seller Guarantor’s liability under this Agreement; or

 

10.6.2                claim, rank, prove or vote as a creditor of any person owing any obligation to the Purchaser in connection with this Agreement, or that person’s estate, in competition with the Purchaser; or

 

10.6.3                receive, claim or have the benefit of any payment, distribution or security from or on account of any person owing any obligation to the Purchaser in connection with this Agreement, or exercise any right of set-off against any such person.

 

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The Seller Guarantor shall hold in trust for, and immediately on demand pay or transfer to, the Purchaser any payment or distribution or benefit of security received by it contrary to this clause 10.6.

 

10.7                           Enforcement

 

The Purchaser may claim under the guarantee and undertakings set out in clause 10.1 without first making demand of the Seller or taking any action to claim under or enforce any other right, security or other guarantee which it may hold from time to time in respect of the Seller’s obligations under this Agreement.

 

10.8                           Definitions

 

In this clause 10:

 

“Relevant Obligations” means the Seller Obligor’s obligations to the Purchaser under this Agreement, the IP Cross-Licence Agreement, the Deed of Assignment of IP, the Transitional Services Agreement and the Tax Deed; and

 

“Seller Obligor” means the Seller and each other Seller Group Undertaking.

 

11.                               Guarantees, Indemnities and Payment Obligations

 

11.1                           Release of Guarantees and Indemnities

 

11.1.1                The Purchaser undertakes to the Seller and each other Seller Group Undertaking that it shall use all reasonable endeavours (which endeavours shall exclude the making of any direct monetary payment to a counterparty) to procure the release, with effect from Completion, of the relevant member of the Seller Group from any Seller Guarantees and Indemnities as soon as is reasonably practicable after Completion or it becoming aware of them (if later).

 

11.1.2                The Seller undertakes to the Purchaser and each other Purchaser Group Undertaking that it shall use all reasonable endeavours (which endeavours shall exclude the making of any monetary payment) to procure the release, with effect from Completion, of any Group Company from any Group Guarantees and Indemnities as soon as is reasonably practicable after Completion or it becoming aware of them (if later).

 

11.2                           Indemnities

 

With effect from Completion and pending any release referred to in clause 11.1:

 

11.2.1                the Purchaser covenants to pay the Seller an amount equal to all Losses and Expenses suffered or incurred by a Seller Group Undertaking in respect of the obligations and liabilities arising under any Seller Guarantees and Indemnities following Completion; and

 

11.2.2                the Seller covenants to pay the Purchaser an amount equal to all Losses and Expenses suffered or incurred by a Purchaser Group Undertaking in respect of the obligations and liabilities arising under any of the Group Guarantees and Indemnities following Completion.

 

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11.3                           Money Market Loans and Repos

 

The Purchaser shall procure that the Group Companies shall pay all amounts pursuant to Money Market Loans and Repos owing by them to the Seller Group in accordance with the terms of any underlying agreement in respect of which such amounts have arisen or are owed or, in the absence of such agreement, by no later than 20 Business Days after Completion, unless paid earlier.  The Seller shall and shall procure that the other Seller Group Undertakings pay to the Group Companies all amounts pursuant to Money Market Loans and Repos owing by them to the Group Companies in accordance with the terms of any underlying agreement in respect of which such amounts have arisen or are owed or, in the absence of such agreement, by no later than 20 Business Days after Completion, unless paid earlier.

 

11.4                           NBET Deposits

 

The Seller Guarantor shall pay to National Bank Executor & Trustees Limited all amounts pursuant to NBET Deposits owing by it to National Bank Executor & Trustees Limited in accordance with the terms of any underlying agreement in respect of which such amounts have arisen or are owed, except as otherwise agreed between the Seller Guarantor and the Purchaser.

 

12.                               Employees, Pensions and Contractors

 

12.1                           Transfer of NAGE Employees

 

The Seller shall procure that NAGE and NB enter into and complete the NAGE Business Transfer Agreement on or before 15 February 2005, which shall be in the agreed form (subject to such changes as may be agreed between the Seller and Purchaser following consultation with the Employee Representatives), and which will provide pursuant to TUPE for the transfer to NB of the NAGE Employees (the “Transfer”).  In connection with the Transfer:

 

12.1.1                subject to clause 12.1.2, the Seller warrants to the Purchaser that NAGE will consult with the Employee Representatives with respect to the Transfer; and

 

12.1.2                the Purchaser undertakes to the Seller that it will provide to NAGE as soon as practicable (and in any event within 21 days after the date of this Agreement) all necessary information concerning any measures which it envisages it will take in relation to the NAGE Employees in connection with the transfer to enable NAGE fully to comply with its obligations under TUPE; and

 

12.1.3                the Seller covenants to pay the Purchaser an amount equal to all Losses and Expenses suffered or incurred by the Purchaser or a member of the Group arising out of or relating to any obligations of NAGE under the NAGE Business Transfer Agreement and for:

 

(a)                                  any act or omission of NAGE prior to the Transfer arising out of or relating to the employment of any of the Employees which constitutes in accordance with the terms of this Agreement (including Schedule 7) a breach of the Warranties set out in paragraph 19 of Schedule 6;

 

(b)                                 any failure by NAGE to inform and consult in accordance with TUPE, save to the extent that such failure is attributable to any failure by the Purchaser to provide NAGE or NB (as the case may be) on a timely

 

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basis with all necessary information concerning any measures which it proposes to take in relation to the NAGE Employees to enable NAGE fully to comply with its obligations under TUPE.

 

12.2                           Non-transferring NAGE Employees

 

12.2.1                If the contract of employment of any NAGE Employee is found or alleged to continue with NAGE after the Transfer, the Purchaser agrees that (with effect from Completion):

 

(a)                                  in consultation with the Seller and NAGE it will procure that NB will within seven days of becoming actually aware of such a finding or allegation make to that person an offer in writing to employ him or her under a new contract of employment to take effect upon the termination referred to below; and

 

(b)                                 it will procure that such offer of employment will be on terms and conditions which when taken as a whole do not materially differ from the terms and conditions of employment of that person immediately before the Transfer.

 

12.2.2                Upon the earlier of that offer being made by NB and the expiry of seven days from a request by the Seller or NAGE for NB to make that offer, NAGE may terminate the employment of the NAGE Employee concerned and upon it so doing the Purchaser covenants to pay to the Seller and NAGE an amount equal to all Losses and Expenses arising directly out of the employment and/or termination of employment of that NAGE Employee from the date of Transfer until the termination of such employment.

 

12.3                           Transfers of employees other than NAGE Employees

 

12.3.1                If the contract of employment of any person employed by NAGE who is not a NAGE Employee is found or alleged to have effect pursuant to TUPE after the Transfer as if it were a contract of employment originally made with NB, the Seller agrees that:

 

(a)                                  in consultation with the Purchaser and NB it will procure that NAGE will within seven days of becoming actually aware of such a finding or allegation make to that person an offer in writing to employ him or her under a new contract of employment to take effect upon the termination referred to below; and

 

(b)                                 it will procure that such offer of employment will be on terms and conditions which when taken as a whole do not materially differ from the terms and conditions of employment of that person immediately before the Transfer.

 

12.3.2                Upon the earlier of that offer being made by NAGE and the expiry of seven days from a request by the Purchaser or NB for NAGE to make that offer, NB may terminate the employment of the person concerned and upon it so doing the Seller covenants to pay the Purchaser and NB an amount equal to all Losses and Expenses arising directly out of the employment and/or termination of employment of that person from Transfer until the termination of such employment.

 

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12.4                           Other Employees of Non-Group Companies

 

The Seller undertakes to procure that those members of the Seller Group who employ Other Employees will use their reasonable endeavours to cause such Other Employees to agree to the transfer of their employment to NB or NIB (as appropriate) with effect from completion of the NAGE Business Transfer Agreement, pursuant to the Employee Letters (as amended in accordance with clause 12.9.2 below).  If any such Other Employee refuses to consent to the transfer of his or her employment pursuant to such Employee Letters and the relevant Purchaser Group Undertaking terminates the employment of such employee at any time on or after Completion, the Seller agrees that in that event it shall be responsible, and will reimburse the Purchaser, for the costs arising therefrom, including for redundancy and/or unfair dismissal.

 

12.5                           Retention Bonus

 

The Seller shall, within 3 months from the Completion Date, pay to the Purchaser an amount equal to the amount which the Purchaser or any Group Company is required to pay any of the Employees in respect of the bonuses that are to be paid in connection with Completion as set out in documents 9.9.3.15-17 on the Data Room Index plus the amount of any employer’s national insurance contributions payable on those bonuses.

 

12.6                           Access to Employees

 

The Seller or NAGE (as the case may be) shall consult and keep the Purchaser fully informed regarding any information the Seller or NAGE proposes to give to the Employees and the Employee Representatives or any consultation it has with the Employees and the Employee Representatives regarding this Agreement, the Seller’s share schemes or the NAGE Business Transfer Agreement prior to Completion, and the Purchaser will be entitled to attend any meetings prior to Completion at which information is given to or there is consultation with Employees and the Employee Representatives.

 

12.7                           Employee Objections

 

If any Employee informs NAGE or NB that he or she objects to the transfer of his employment to NB under the NAGE Business Transfer Agreement, the Seller shall procure that NAGE or NB (as the case may be) shall notify the Purchaser as soon as reasonably practicable and the Seller shall procure that each of NAGE and NB shall use all reasonable endeavours to persuade such Employee to withdraw that objection and accept employment with NB.

 

12.8                           Mutual Assistance

 

The Seller or NAGE (as the case may be) and the Purchaser shall give each other such assistance as either may reasonably require to comply with TUPE in relation to the NAGE Employees and in contesting any claim by any person employed or engaged in the Business at or before Completion resulting from or in connection with this Agreement.

 

12.9                           Letter to Employees

 

12.9.1                The Seller shall distribute on behalf of the Purchaser as soon as reasonably practicable after the date of signing this Agreement to each of the Employees a letter in a form agreed between the Seller and the Purchaser.

 

12.9.2                The Seller shall or shall procure that the relevant Group Company or Seller Group Undertaking shall distribute to each of the Employees or the Employee

 

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Representatives (as the case may be) on or before 15 February 2005 the relevant Employee Letter (subject to such changes to the letters as may be agreed between the Seller and the Purchaser following consultation with the Employee Representatives).

 

12.10                     Pensions

 

Schedule 8 sets out the arrangements relating to pensions and shall have effect as of Completion.

 

12.11                     Share options and performance share rights

 

12.11.1          The Seller and the Seller Guarantor shall procure that no option or other right to acquire shares in the Seller Guarantor granted to an Employee before Completion pursuant to the National Australia Bank Executive Share Option Plan No. 2 or the National Australia Bank Performance Rights Plan (whether or not the relevant person was an Employee at the date of grant of the relevant option or other right) shall lapse as a result of the Employee ceasing to be an employee of a member of the Seller Group, where such cessation of employment arises solely by virtue of the terms of this Agreement (together with any transactions undertaken in contemplation of or pursuant to this Agreement) (but without prejudice to where such cessation of employment arises for any other reason).

 

12.11.2          The Seller shall, or shall procure that a member of the Seller Group shall, account for and pay to the relevant Taxation Authority any income tax under the PAYE system and any national insurance contributions (and any equivalent Taxes in the Republic of Ireland) which may become payable (whether or not that liability falls on a member of the Seller Group) in each case in connection with the exercise of any option or other right referred to in clause 12.11.1 or the acquisition of shares pursuant to any such option or right.  For the avoidance of doubt, nothing in this clause 12.11.2 shall affect any rights that the Seller Group may have pursuant to the National Australia Bank Executive Share Option Plan No. 2 or the National Australia Bank Performance Rights Plan to recover any such income tax and national insurance contributions from an Employee in connection with the exercise of such option or right.

 

12.11.3          The Seller shall, as soon as reasonably practicable, pursuant to a written request from the Purchaser arising as a result of the obligations of a Purchaser Group Undertaking to the relevant Taxation Authority, inform the Purchaser of the details of the exercise of any option or other right referred to in clause 12.11.1 together with the amounts of Tax paid in connection with that exercise.

 

13.                               Contracts

 

Schedule 9 sets out the arrangements relating to certain contracts of the Group and the Seller Group and shall have effect as of Completion.

 

14.                               Third party rights and further assurance

 

14.1                           Third party rights

 

The parties agree that:

 

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14.1.1                the third parties having the benefit of the provisions of clauses 2.1, 7.2, 7.3, 8.4.1, 11.1, 11.2 and 12.11 shall be entitled to enforce those provisions pursuant to the Contracts (Rights of Third Parties) Xxx 0000;

 

14.1.2                no other term of this Agreement shall be enforceable pursuant to the Contracts (Rights of Third Parties) Xxx 0000.

 

14.2                           Right to rescind or vary

 

Notwithstanding the rights conferred by clause 14.1.1, this Agreement may be terminated, rescinded or varied in any way and at any time (and any matter arising from this Agreement may be waived or settled) by the Parties hereto without the consent of (or liability to) any person having the benefit of those rights.

 

14.3                           Further assurance

 

The Seller, from time to time on being required to do so by the Purchaser, and the Purchaser, from time to time on being required to do so by the Seller, shall promptly do or procure the doing of all such acts and/or execute or procure the execution of all such documents as are necessary for giving full effect to this Agreement (or to such parts of it as remain operative after termination) and the Transaction Documents.

 

15.                               Confidentiality and announcements

 

15.1                           Prohibition on disclosure

 

Each of the Parties undertakes to keep confidential (except as expressly provided in this Agreement) at all times after the date of this Agreement, and not directly or indirectly reveal, report, publish, disclose or transfer or use for that Party’s own or any other purposes, any confidential information received or obtained as a result of entering into or performing, or supplied by or on behalf of any other Party in the negotiations leading to, this Agreement or any other Transaction Document and which relates to the negotiations relating to this Agreement or any other Transaction Document, the subject matter and/or provisions of this Agreement or any other Transaction Document, or any other Party.  The Seller shall also treat as strictly confidential, and shall procure that the other Seller Group Undertakings shall treat as strictly confidential, all information known or received or obtained by the Seller Group Undertakings which is not in the public domain and which relates to the affairs of the Group, other than information which also relates to the Seller Group (to the extent it so relates).

 

15.2                           Permitted disclosures

 

The prohibition in clause 15.1 does not apply if:

 

15.2.1                the information was in the public domain before it was furnished to the relevant Party or, after it was furnished to that Party, entered the public domain otherwise than as a result of (i) a breach by that Party of this clause or (ii) a breach of a confidentiality obligation by the discloser, where the breach was known to that Party;

 

15.2.2                disclosure is necessary in order to comply with applicable statutory requirements and/or Regulatory Requirements to which any Seller Group Undertaking or Purchaser Group Undertaking is subject or reasonably submits;

 

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15.2.3                disclosure is made to such of the relevant Party’s employees, directors, agents, consultants and professional advisers as are involved in the transactions contemplated by this Agreement and is restricted to matters necessary for the proper performance of their duties or services in relation to those transactions;

 

15.2.4                disclosure is required to vest in the relevant Party the full benefit of this Agreement;

 

15.2.5                disclosure has been approved by the Party whose confidential information it is, in advance in writing; or

 

15.2.6                disclosure is made to the relevant Party’s permitted assignees, provided the Party’s permitted assignee first agrees to keep confidential any such information disclosed in accordance with the terms of this clause 15;

 

provided that any such information disclosable pursuant to clause 15.2.2 shall be disclosed only to the extent required by applicable statutory or Regulatory Requirements and (unless such consultation is prohibited by statutory or regulatory requirements) only after consultation with the Purchaser or the Seller (as the case may be) to the extent that it is practicable for such consultation to take place.

 

15.3                           Announcements

 

No Party shall make any formal press release or other public announcement in connection with any of the transactions contemplated by this Agreement except an announcement in the agreed form or in any other form agreed by the Purchaser and the Seller or any announcement required by any applicable Regulatory Requirements (provided that, unless such consultation is prohibited by Regulatory Requirements, it is made only after consultation with the Purchaser or the Seller (as the case may be)) to the extent that it is practicable for such consultation to take place.

 

15.4                           No limit in time

 

The restrictions contained in this clause 15 shall continue to apply without limit in time.

 

15.5                           Notices to customer

 

Nothing in this Agreement will prohibit the Purchaser from making or sending after Completion any announcement to a customer, client or supplier of the Group informing it of the fact only that the Purchaser has purchased the Shares.

 

16.                               Assignment

 

16.1                           No assignment without consent

 

Subject to clause 16.2, neither the Purchaser nor the Seller may assign, transfer, charge or deal in any way with the benefit of, or any of its rights under or interest in, this Agreement or sub-contract any or all of its obligations under this Agreement or do any such thing in relation to any document or arrangement expressed to be supplemental to this Agreement or which this Agreement expressly preserves or requires to be executed, except in accordance with a prior waiver given by (in the case of the Purchaser) the Seller or (in the case of the Seller) the Purchaser.

 

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16.2                           Assignment by Purchaser within the Purchaser Group

 

The Purchaser is permitted to assign the benefit of, and any of its rights under or interest in this Agreement (including under the Warranties) together with any cause of action arising in connection with any of them to any Purchaser Group Undertaking.

 

16.3                           Terms of Assignment or Nomination

 

Any assignment of this Agreement and any nomination of any third party to receive the benefit of any provision of this Agreement shall be subject to the following terms:

 

16.3.1                no such assignment or nominating shall relieve the Party assigning or nominating of any of its obligations under this agreement; and

 

16.3.2                in no case shall the liability of any other Party to any assignee be greater than it would have been if no such assignment had taken place.

 

16.4                           Successors in title

 

This Agreement shall be binding upon and enure for the benefit of the permitted assigns and successors in title of each of the Parties and references to the Parties shall be construed accordingly.

 

17.                               Waiver; variation; invalidity

 

17.1                           No waiver by omission, delay or partial exercise

 

No power, remedy or other right provided by law or under this Agreement shall be waived, impaired or precluded by any delay or omission to exercise it, any single or partial exercise or waiver of it on an earlier occasion or any delay or omission to exercise, or single or partial exercise, of any other power, remedy or other right.

 

17.2                           Exercise

 

Subject to the provisions of this Agreement, each Party may exercise any power, remedy or other right that it may have as often as it thinks necessary.

 

17.3                           Waivers and variations to be in writing

 

Any waiver of any power, remedy or other right under this Agreement must be in writing, and shall be confined to the specific circumstances in which it is given and no variation to this Agreement shall be of any effect unless it is agreed in writing and signed by or on behalf of each Party.

 

17.4                           No unreasonable delay

 

In this Agreement where any person is required to perform any act or give any consent or approval or do any other thing, it shall, in the absence of any specified time limit, perform, give or do or (as the case may be) notify its withholding of its consent or approval as soon as is reasonably practicable in all the circumstances.

 

17.5                           Invalidity

 

Each of the provisions of this Agreement is severable.  If any such provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall

 

44


 

not affect or impair the legality, validity or enforceability in that jurisdiction of the other provisions of this Agreement, or of that or any other provisions of this Agreement in any other jurisdiction; and the Parties will use reasonable endeavours to negotiate in good faith with a view to replacing it with one or more provisions which would be legal, valid and enforceable but which differ from the replaced provision as little as possible.

 

18.                               Costs and expenses

 

18.1                           Parties to bear own costs

 

Except as otherwise stated in this Agreement, each Party shall bear its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this Agreement and the Transaction Documents.

 

18.2                           Stamp duties

 

All stamp duties duly payable in relation to the transactions contemplated by this Agreement other than in relation to the Restructuring, including the transfer of the NBIS Shares referred to at paragraph 1.1(i) of Schedule 4, shall be payable by the Purchaser.

 

19.                               Payments

 

19.1                           Payments to be made without set-off

 

All payments to be made under this Agreement (including any payments under clause 10) shall be made in full without any set-off, restriction, condition or counterclaim and free from any deduction or withholding except as may be required by law (in which event such deduction or withholding shall not exceed the minimum amount required by law).  For the avoidance of doubt, to the extent that the Seller has been notified by the appropriate Taxation Authority that it is entitled to make payments to the Purchaser free of withholding pursuant to the double taxation agreement between the United Kingdom and Denmark, the Seller shall not withhold tax on payments made to the Purchaser.

 

19.2                           Gross up

 

19.2.1                Subject to clause 19.2.3, if any deduction or withholding is required by law to be made from any payment by a party under this Agreement (other than a payment of interest), the payer shall increase the amount of the payment by such additional amount as is necessary to ensure that the net amount received and retained by the payee (after taking account of all deductions or withholdings) is equal to the amount which it would have received and retained had the payment in question not been subject to any deductions or withholdings PROVIDED THAT, to the extent that any additional amount paid under this clause 19.2.1 results in the payee obtaining a relief, allowance, credit, exemption or set-off in respect of Taxation or any deduction in computing gross receipts, income, profits or gains for the purposes of Taxation (a “Relief”), the payee shall pay to the payer, within 10 Business Days of obtaining the benefit of the Relief, an amount equal to the lesser of the value of the Relief obtained and the additional sum paid under this clause 19.2.1.

 

19.2.2                Subject to clause 19.2.3, if the payee is subject to Taxation in respect of any Indemnity Claim (as defined in Schedule 7), the payer shall increase the amount of the payment by such additional amount as is necessary to ensure that the net

 

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amount received and retained by the payee (after taking account of all Taxation) is equal to the amount which it would have received and retained had the payment in question not been subject to Taxation PROVIDED THAT, to the extent that any additional amount paid under this clause 19.2.2 results in the payee obtaining a Relief, the payee shall pay to the payer, within 10 Business Days of obtaining the benefit of the Relief, an amount equal to the lesser of the value of the Relief obtained and the additional sum paid under this clause 19.2.2.

 

19.2.3                If the payee is not tax resident in the United Kingdom or has some connection with a territory outside the United Kingdom or if the Purchaser or Seller assigns the benefit of this Agreement to any other party, clause 19.2.1 and clause 19.2.2 shall only apply to the extent that they would have applied had the payee been tax resident in the United Kingdom and not had any connection with a territory outside the United Kingdom or (as the case may be) had the benefit not been so assigned.

 

20.                               Entire agreement

 

20.1                           This Agreement

 

In this clause, references to this Agreement include the Transaction Documents and the Disclosure Letter.

 

20.2                           Entire agreement

 

This Agreement constitutes the whole and only agreement and understanding between the Parties in relation to its subject matter.  Subject to clause 20.3:

 

20.2.1                all previous drafts, agreements, understandings, undertakings, representations, warranties, promises and arrangements of any nature whatsoever between the Parties with any bearing on the subject matter of this Agreement are superseded and extinguished; and

 

20.2.2                all rights and liabilities arising by reason of them, whether accrued or not at the date of this Agreement, are cancelled,

 

to the extent that they have such a bearing.

 

20.3                           Fraud

 

Nothing in this Agreement shall be read or construed as excluding any liability or remedy in respect of any representation, warranty or other statement being false, inaccurate or incomplete to the extent it was made fraudulently or where there has been malicious concealment.

 

21.                               Counterparts

 

This Agreement may be executed in any number of counterparts and by the Parties on different counterparts.  Each counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same Agreement.

 

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22.                               Notices

 

22.1                           Form of notices

 

Any communication to be given in connection with the matters contemplated by this Agreement shall be in writing and shall either be delivered by hand or facsimile transmission.  Delivery by courier shall be regarded as delivery by hand.

 

22.2                           Address and facsimile

 

Subject to clause 22.6, such communication shall be sent to the address of the relevant Party or the facsimile number set out below or to such other address or facsimile number as may previously have been communicated to the sending Party in accordance with this clause.  Each communication shall be marked for the attention of the relevant person.

 

Seller and
Seller
Guarantor:

 

Mr Xxxxx Xxxxx
General Manager, Corporate
Strategy & Investments
National Australia Bank Limited
Xxxxx 00
000 Xxxxxx Xxxxxx
Xxxxxxxxx
Xxxxxxxx 0000
Xxxxxxxxx
Fax: 00 000 0000 0000

 

Xx. Xxxxxxxx Xxxxxx
Corporate Strategy &
Investments
National Australia Bank Limited
00 Xxxx Xxxxxx
Xxxxxx
XX0X 0XX

Fax: 000 0000 0000

 

 

 

 

with a copy to

 

 

with a copy to
Chief General Counsel
National Australia Bank Limited
Xxxxx 00
000 Xxxxxx Xxxxxx
Xxxxxxxxx
Xxxxxxxx 0000
Xxxxxxxxx
Fax: 00 000 0000 0000

 

European Chief General
Counsel
National Australia Bank Limited
00 Xxxx Xxxxxx
Xxxxxx
XX0X 0XX

Fax: 000 0000 0000

 

 

 

 

 

Purchaser:

 

Xx Xxxx Xxxxxxxxx
Group General Counsel
Xxxxxx Xxxx X/X
Xxxxxxx Xxxxx 0-00
0000 Xxxxxxxxxx K
Denmark
Fax: 00 00 00 00 00 00

 

with copy to:
Mr Tonny Xxxxxxx Xxxxxxxx
CFO
Xxxxxx Xxxx X/X
Xxxxxxx Xxxxx 0-00
0000 Xxxxxxxxxx K
Denmark
Fax: 00 00 00 00 0000

 

22.3                           Deemed time of service

 

A communication shall be deemed to have been served:

 

22.3.1                  if delivered by hand at the address referred to in clause 22.2, at the time of delivery;

 

22.3.2                  if sent by facsimile to the number referred to in that clause, at the time of completion of transmission by the sender.

 

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If a communication would otherwise be deemed to have been delivered outside normal business hours (being 9:30 a.m. to 5:30 p.m. on a Business Day) under the preceding provisions of this clause, it shall be deemed to have been delivered at the next opening of such normal business hours.

 

22.4                           Proof of service

 

In proving service of the communication, it shall be sufficient to show that delivery by hand was made or that the facsimile was despatched and a confirmatory transmission report received.

 

22.5                           Change of details

 

A Party may notify the other Parties of a change to its name, relevant person, address or facsimile number for the purposes of clause 22.2 provided that such notification shall only be effective on:

 

22.5.1                  the date specified in the notification as the date on which the change is to take place; or

 

22.5.2                  if no date is specified or the date specified is less than five clear Business Days after the date on which notice is deemed to have been served, the date falling five clear Business Days after notice of any such change is deemed to have been given.

 

22.6                           Agents for service

 

22.6.1                The Seller Guarantor shall at all times maintain an agent for service of process in England.   The Seller Guarantor appoints NAGE (the “Seller Guarantor Agent”) as its agent for that purpose and that agent has confirmed in writing to each of the parties its acceptance of such appointment.  The Seller Guarantor Agent may not revoke such appointment, nor may it cease to act as such agent without another agent having first been appointed in its place.  If for any reason the Seller Guarantor Agent ceases to act as such, the Seller Guarantor shall promptly appoint another such agent and promptly notify the Purchaser of the appointment and the new agent’s name and address.  If the Seller Guarantor does not make such an appointment within five Business Days of such cessation, then the Purchaser may do so on its behalf and shall notify the Seller Guarantor if it does so.

 

22.6.2                The Purchaser shall at all times maintain an agent for service of process in England.  The Purchaser appoints the London Branch of the Purchaser, 00 Xxxx Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (the “Purchaser Agent”) as its agent for that purpose and that agent has confirmed in writing to each of the parties its acceptance of such appointment.  The Purchaser Agent may not revoke such appointment, nor may it cease to act as such agent without another agent having first been appointed in its place.  If for any reason the Purchaser Agent ceases to act as such, the Purchaser shall promptly appoint another such agent and promptly notify the Seller of the appointment and the new agent’s name and address.  If the Purchaser does not make such an appointment within five Business Days of such cessation, then the Seller may do so on its behalf and shall notify the Purchaser if it does so.

 

48


 

23.                               Access to records

 

23.1                           Without prejudice to the Seller’s obligations under Schedule 5, from Completion, the Purchaser undertakes to provide the Seller and each Seller Group Undertaking and its representatives and the Seller undertakes to provide the Purchaser, the Group and each Group Company,  with reasonable access to the Records, for any reasonable purpose, including but not limited to (a) complying with any legal, regulatory or audit requirements; (b) preparing any tax return; (c) defending any third party claim in respect of which a notice of claim has been given to a Seller Group Undertaking, the Purchaser or a Group Company (as applicable) pursuant to a Transaction Document; or (d) in relation to the compilation and/or review of the Completion Statement.  Such access shall be provided during normal business hours.

 

23.2                           For the purposes of this clause 23, the “Records” shall mean:

 

(a)                                all books and records of the Group Companies;

 

(b)                                 all books and records of the Seller Group Undertakings to the extent they pertain or relate to the Business;

 

in each case pertaining or relating to the period until Completion.

 

23.3                           To the extent that Records are required by the Seller Group, the Purchaser or the Group (as applicable) with respect to their other business operations, the Purchaser, each Seller Group Undertaking or Group Company (as applicable) may retain copies of such Records or, as soon as practicable following the request of a Seller Group Undertaking or Group Company or the Purchaser (as applicable), the Purchaser or Seller (as applicable) shall provide to the requesting company copies of all or any portion of such Records as have been so properly requested.

 

23.4                           Unless otherwise consented to in writing by the Seller or Purchaser (as applicable), the Purchaser or Seller (as applicable) shall not, for a period of seven years following Completion, destroy, alter or otherwise dispose of (or permit the destruction, alteration or disposal of) any of the Records without first offering to deliver them to the Seller or Purchaser (as applicable).

 

24.                               Governing law and jurisdiction

 

24.1                           English law

 

This Agreement shall be governed by and construed in accordance with English law.

 

24.2                           Courts of England and Wales

 

The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any proceedings may be brought in such courts.

 

AS WITNESS the hands of the Parties or their duly authorised representatives on the date first appearing at the head of this Agreement.

 

49


 

Schedule 1
Details of the Group, the Associated Companies and NBIS

 

Part 1
Details of the Company

 

Name:

NATIONAL EUROPE HOLDINGS (IRELAND) LIMITED

Number:

2995549

Date of incorporation:

28 November 1994

Registered office:

00 Xxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxxx

Share capital:

 

- authorised:

£150,000,000 divided into 150,000,000 ordinary shares of £1 each

- issued:

133,223,330 ordinary shares of £1 each

Shareholders:

National Europe Holdings Limited

Directors:

Xxxxxx Xxxxx, Xxxx Xxxxx, Xxxx Xxxxx, Xxxx Xxxxxxxxx

Secretary:

Xxxxxxx Xxxx

 

Part 2
The NB Group

 

Name:

NORTHERN BANK LIMITED

Number:

England and Wales: FC014978
Northern Ireland: R568

Date of incorporation:

1 September 1883

Registered office:

England and Wales: c/o Xxxxxxx Xxxxxxx, Group Legal GB, National Australia Group Europe Limited, 00 Xx Xxxxxxx Xxxxx, Xxxxxxx, X0 0XX Xxxxxxxx Xxxxxxx: Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share capital:

 

- authorised:

£100,000,000 divided into 100,000,000 ordinary shares of £1 each

- issued:

88,000,000 ordinary shares of £1 each

Shareholders:

Xxxxxxx XxXxxxx Shareholders Limited – 100 ordinary shares National Europe Holdings (Ireland) Limited – 87,999,900 ordinary shares

Directors:

Xxxxxx Xxxxx, Xxx Xxxxx Xxxx, Xxxx Xxxxxxxxx, Xxxxxx Xxxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

NORTHERN BANK FINANCIAL SERVICES LIMITED

Number:

NI007452

Date of incorporation:

22 November 1968

Registered office:

Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share capital:

 

- authorised:

£6,100,000 divided into 6,100,000 ordinary shares of £1 each

 

50


 

- issued:

6,100,000 ordinary shares of £1 each

Shareholders:

Northern Bank Limited – 6,099,999 ordinary shares
Northern Bank Nominees Limited – 1 ordinary share

Directors:

Xxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

NORTHERN ASSET FINANCE LIMITED

Number:

England and Wales: XX00000
Xxxxxxxx Xxxxxxx: NI014422

Date of incorporation:

30 July 1980

Registered office:

England and Wales: c/o Xxxxxxx Xxxxxxx, Group Legal GB, National Australia Group Europe Limited, 00 Xx Xxxxxxx Xxxxx, Xxxxxxx, X0 0XX Xxxxxxxx Xxxxxxx: Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share capital:

 

- authorised:

£10,000,000 divided into 10,000,000 ordinary shares of £1 each

- issued:

6,500,000 ordinary shares of £1 each

Shareholders:

Northern Bank Financial Services Limited – 6,499,998 ordinary shares
Northern Bank Executor and Trustee Company Limited – 1 ordinary share
Northern Bank Nominees Limited – 1 ordinary share

Directors:

Xxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxx Xxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

CAUSEWAY CREDIT LIMITED
England and Wales: FC 14760

Number:

Northern Ireland: NI022051

Date of incorporation:

21 October 1988

Registered office:

England and Wales: c/o Xxxxxxx Xxxxxxx, Group Legal GB, National Australia Group Europe Limited, 00 Xx Xxxxxxx Xxxxx, Xxxxxxx, X0 0XX Xxxxxxxx Xxxxxxx: Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share capital:

 

- authorised:

£5,000,000 divided into 5,000,000 ordinary shares of £1 each

- issued:

2,400,000 ordinary shares of £1 each

Shareholders:

Northern Asset Finance Limited – 2,399,999 ordinary shares Northern Bank Nominees Limited – 1 ordinary share

Directors:

Xxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxx Xxxxx

Secretary:

Xxxxxx Xxxxxx

 

51


 

Name:

NORTHERN BANK EQUIPMENT LEASING LIMITED

Number:

England and Wales: FC014477
Northern Ireland: N121408

Date of incorporation:

16 March 1988

Registered office:

England and Wales: c/o Xxxxxxx Xxxxxxx, Group Legal GB, National Australia Group Europe Limited, 00 Xx Xxxxxxx Xxxxx, Xxxxxxx, X0 0XX Xxxxxxxx Xxxxxxx: Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share capital:

 

- authorised:

£5,000,000 divided into 5,000,000 ordinary shares of £1 each

- issued:

800,000 ordinary shares of £1 each

Shareholders:

Northern Asset Finance Limited – 799,999 ordinary shares Northern Bank Nominees Limited – 1 ordinary share

Directors:

Xxxxxx Xxxxx, Xxxx Xxxxx, Xxxxx Xxxxxx,

Secretary:

Xxxxxx Xxxxxx

 

Name:

NORTHERN BANK COMMERCIAL LEASING LIMITED

Number:

England and Wales: FC014478
Northern Ireland: NI021407

Date of incorporation:

16 March 1988

Registered office:

England and Wales: c/o Xxxxxxx Xxxxxxx, Group Legal GB, National Australia Group Europe Limited, 00 Xx Xxxxxxx Xxxxx, Xxxxxxx, X0 0XX Xxxxxxxx Xxxxxxx: Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share capital:

 

- authorised:

£5,000,000 divided into 5,000,000 ordinary shares of £1 each

- issued:

1,700,000 ordinary shares of £1 each

Shareholders:

Northern Asset Finance Limited – 1,699,999 ordinary shares Northern Bank Nominees Limited – 1 ordinary share

Directors:

Xxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxx Xxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

NORTHERN BANK INDUSTRIAL LEASING LIMITED

Number:

England and Wales: FC014456
Northern Ireland; N121409

Date of incorporation:

16 March 1988

Registered office:

England and Wales: c/o Xxxxxxx Xxxxxxx, Group Legal GB, National Australia Group Europe Limited, 00 Xx Xxxxxxx Xxxxx, Xxxxxxx, X0 0XX Xxxxxxxx Xxxxxxx: Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share capital:

 

- authorised:

£5,000,000 divided into 5,000,000 ordinary shares of £1 each

 

52


 

- issued:

1,100,000 ordinary shares of £1 each

Shareholders:

Northern Asset Finance Limited – 1,099,999 ordinary shares Northern Bank Nominees Limited – 1 ordinary share

Directors:

Xxxxxx Xxxxx, Xxxx Xxxxx, Xxxxx Xxxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

NORTHERN BANK DEVELOPMENT CORPORATION LIMITED

Number:

NI008154

Date of incorporation:

27 January 1971

Registered office:

Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share capital:

 

- authorised:

£10,000,000 divided into 10,000,000 ordinary shares of £1 each

- issued:

9,000,000 ordinary shares of £1 each

Shareholders:

Northern Bank Financial Services Limited – 8,999,996 ordinary shares
Northern Bank Executor and Trustee Company Limited – 1 ordinary share
Northern Bank Pension Trust Limited – 1 ordinary share
Northern Bank Nominees Limited – 1 ordinary share
Northern Bank (IOM) Limited – 1 ordinary share

Directors:

Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxx Xxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

NORTHERN BANK FACTORS LIMITED

Number:

NI013062

Date of incorporation:

27 September 1978

Registered office:

Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share capital:

 

- authorised:

£100,000 divided into 100,000 ordinary shares of £1 each

- issued:

50,000 ordinary shares of £1 each

Shareholders:

Northern Bank Limited – 49,999 ordinary shares
Northern Bank Nominees Limited – 1 ordinary share

Directors:

Xxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxx Xxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

NORTHERN BANK EXECUTOR AND TRUSTEE COMPANY LIMITED

Number:

England and Wales: FC007104
Northern Ireland: NI004467

Date of incorporation:

5 January 1960

Registered office:

England and Wales: c/o Xxxxxxx Xxxxxxx, Group Legal GB, National Australia Group Europe Limited, 00 Xx Xxxxxxx Xxxxx, Xxxxxxx, X0 0XX Xxxxxxxx Xxxxxxx: Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

 

53


 

Share capital:

 

- authorised:

£500,000 divided into 100,000 ordinary shares of £5 each

- issued:

£200,000 comprising 100,000 ordinary shares of £5 each, £2 paid for each

Shareholders:

Northern Bank Limited – 99,999 ordinary shares
Northern Bank Nominees Limited – 1 ordinary share

Directors:

Xxxxxx Xxxxx, Xxxx Xxxxx, Xxxxx Xxxxxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

NORDEV PROPERTIES LIMITED

Number:

NI010251

Date of incorporation:

25 June 1974

Registered office:

Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share capital:

 

- authorised:

£200 divided into 200 of £1 each

- issued:

200 ordinary shares of £1 each

Shareholders:

Northern Bank Limited – 198 ordinary shares
Northern Bank Nominees Limited – 2 ordinary shares

Directors:

Xxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxxx

Secretary:

Xxxxx XxXxxxxx

 

Name:

PROJECT DEVELOPMENT (BALMORAL) LIMITED

Number:

NI010059

Date of incorporation:

20 March 1974

Registered office:

Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share capital:

 

- authorised:

£100 divided into 100 ordinary shares of £1 each

- issued:

100 ordinary shares of £1 each

Shareholders:

Nordev Properties Limited – 99 ordinary shares
Northern Bank Nominees Limited – 1 ordinary share

Directors:

Xxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxxx

Secretary:

Xxxxx XxXxxxxx

 

Name:

NORTHERN BANK PENSION TRUST LIMITED

Number:

NI003155

Date of incorporation:

14 November 1952

Registered office:

Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share capital:

 

- authorised:

£100 divided into 100 ordinary shares of £1 each

- issued:

100 ordinary shares of £1 each

Shareholders:

Northern Bank Limited – 98 ordinary shares
Northern Bank Nominees Limited – 1 ordinary share
Northern Bank Executor & Trustee Company Limited – 1 ordinary share

 

54


 

Directors:

Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxx Xxxx, Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxx Xxxxxxxx

Secretary:

Xxxxxx Xxxxx

 

Name:

NORTHERN BANK NOMINEES LIMITED

Number:

NI004468

Date of incorporation:

5 January 1960

Registered office:

Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share capital:

 

- authorised:

£100 divided into 100 ordinary shares of £1 each

- issued:

100 ordinary shares of £1 each

Shareholders:

Northern Bank Limited – 99 ordinary shares
Northern Bank Executor and Trustee Company Limited – 1 ordinary share

Directors:

Xxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

NORTHERN BANK (I.O.M) LIMITED

Number:

Isle of Man: 13185C

Date of incorporation:

6 April 1979

Registered office:

00 Xxxxxxxx Xxxx, Xxxxxxx, Xxxx xx Xxx XX00 0XX

Share capital:

 

- authorised:

£5,000,000 divided into 5,000,000 ordinary shares of £1 each

- issued:

5,000,000 ordinary shares of £1 each

Shareholders:

Northern Bank Financial Services Limited – 4,999,980 ordinary shares
Northern Bank Nominees – 20 ordinary shares

Directors:

Xxxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxx, Xxxxx XxXxxxxx, Xxxxxxx Xxxxxxxx

Secretary:

Xxxxxxxx Xxxx Xxxxxx

 

55


 

Part 3
The NIB Group

 

Name:

NATIONAL IRISH BANK LIMITED

Number:

65780

Date of incorporation:

21 November 1978

Registered office:

3rd Floor, Xxxxxxxxxxxxx Xxxxx, 0 Xxxxxxxxxxxxx Xxxxx, XXXX, Xxxxxx 0

Share capital:

 

- authorised:

€99,060,127 divided into 78,000,100 ordinary shares of €1.27 each

- issued:

49,260,000 ordinary shares of €1.27 each

Shareholders:

National Europe Holdings (Ireland) Limited – 49,260,000 ordinary shares

Directors

Xxx Xxxxx, Xxx Xxxxx Xxxx, Xxxx Xxxxxxxxx, Xxxxxx Xxxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

NATIONAL IRISH INVESTMENT BANK LIMITED

Number:

29586

Date of incorporation:

26 August 1969

Registered office:

3rd Floor Xxxxxxxxxxxxx Xxxxx, 0 Xxxxxxxxxxxxx Xxxxx, XXXX, Xxxxxx 0

Share capital:

 

- authorised:

€12,382,500 divided into 9,750,000 ordinary shares of €1.27 each

- issued:

9,750,000 ordinary shares of €1.27 each

Shareholders:

National Irish Bank Limited – 8,000,000 ordinary shares
National Irish Life and Pensions Services Limited – 1,750,000 ordinary shares

Directors

Xxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxx Xxxxxxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

NORFIN INVESTMENTS LIMITED

Number:

97322

Date of incorporation:

6 October 1983

Registered office:

3rd Floor Xxxxxxxxxxxxx Xxxxx, 0 Xxxxxxxxxxxxx Xxxxx, XXXX, Xxxxxx 0

Share capital:

 

- authorised:

€127,000 divided into 100,000 ordinary shares of €1.27 each

- issued:

1,000 ordinary shares of €1.27 each

Shareholders:

National Irish Investment Bank Limited – 1,000 ordinary shares

Directors

Xxxx Xxxxx, Xxxxxx Xxxxx, Xxxx Xxxxxxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

NATIONAL IRISH LIFE AND PENSION SERVICES LIMITED

Number:

39245

Date of incorporation:

10 November 1972

 

56


 

Registered office:

3rd Floor Xxxxxxxxxxxxx Xxxxx, 0 Xxxxxxxxxxxxx Xxxxx, XXXX, Xxxxxx 0

Share capital:

 

- authorised:

€2,540,000 divided into 2,000,000 ordinary shares of €1.27 each

- issued:

1,750,000 ordinary shares of €1.27 each

Shareholders:

National Irish Bank Limited – 1,750,000 ordinary shares

Directors

Xxxx Xxxxx, Xxxxxx Xxxxx, Xxxx Xxxxxxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

NATIONAL IRISH BANK FINANCIAL SERVICES LIMITED

Number:

30478

Date of incorporation:

12 January 1970

Registered office:

3rd Floor Xxxxxxxxxxxxx Xxxxx, 0 Xxxxxxxxxxxxx Xxxxx, XXXX, Xxxxxx 0

Share capital:

 

- authorised:

€317,500 divided into 50,000 ordinary shares of €6.35 each

- issued:

50,000 ordinary shares of €6.35 each

Shareholders:

National Irish Bank Limited – 50,000 ordinary shares

Directors

Xxxx Xxxxx, Xxxxxx Xxxxx, Xxxx Xxxxxxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

NATIONAL IRISH BANK NOMINEES LIMITED

Number:

18347

Date of incorporation:

12 June 1995

Registered office:

3rd Floor Xxxxxxxxxxxxx Xxxxx, 0 Xxxxxxxxxxxxx Xxxxx, XXXX, Xxxxxx 0

Share capital:

 

- authorised:

€127 divided into 100 ordinary shares of €1.27 each

- issued:

100 ordinary shares of €1.27 each

Shareholders:

National Irish Bank Limited – 100 ordinary shares

Directors

Xxxx Xxxxx, Xxxxxx Xxxxx, Xxxx Xxxxxxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

NATIONAL AUSTRALIA GROUP SSP (REPUBLIC OF IRELAND) TRUSTEE LIMITED

Number:

234466

Date of incorporation:

12 June 1995

Registered office:

3rd Floor Xxxxxxxxxxxxx Xxxxx, 0 Xxxxxxxxxxxxx Xxxxx, XXXX, Xxxxxx 0

Share capital:

 

- authorised:

€2.54 divided into 2 ordinary Shares of €1.27 each

- issued:

2 ordinary shares of €1.27 each

Shareholders:

National Irish Bank Limited – 2 ordinary shares

 

57


 

Directors

Xxxxx Xxxxx Keys, Xxxx Xxxxxxxxx, Xxxxx Xxxxxxxx

Secretary:

Xxxxxx Xxxxxx

 

Name:

NATIONAL IRISH BANK PENSIONS LIMITED

Number:

117077

Date of incorporation:

28 September 1986

Registered office:

3rd Floor Xxxxxxxxxxxxx Xxxxx, 0 Xxxxxxxxxxxxx Xxxxx, XXXX, Xxxxxx 0

Share capital:

 

- authorised:

€127 divided into 100 ordinary shares of €1.27 each

- issued:

2 ordinary shares of €1.27 each

Shareholders:

National Irish Bank Limited – 2 ordinary shares

Directors

Xxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxx Xxxxxx

Secretary:

Xxxxxx Xxxxxx

 

58


 

Part 4
Associated Companies

 

Name:

X.X.X.X. Property Development Company Limited

Number:

NI009491

Date of incorporation:

24 May 1973

Registered office:

x/x XXXX, Xxxxxx Xxxxx, 00-00 Xxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share capital:

 

- authorised:

£100 divided into 100 ordinary shares of £1 each

- issued:

100 ordinary shares of £1 each

Shareholders:

Northern Bank Development Corporation Limited – 20 ordinary shares
Xx Xxxx Xxxxx – 80 ordinary shares

Directors

Xxxxxxx XxXxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx

Secretary:

Xxxxxxx Xxxxxxx XxXxxx

 

Name:

KENSINGTON HOTEL (BELFAST) LIMITED

Number:

NI001067

Date of incorporation:

18 June 1936

Registered office:

c/o KPMG, Xxxxxx House, 00-00 Xxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share capital:

 

- authorised:

£3,000 divided into 3,000 ordinary shares of £1 each, £22,000 divided into 22,000 deferred ordinary shares of £1 each

- issued:

1,000 ordinary shares of £1 each
22,000 deferred shares of £1 each

Shareholders:

X.X.X.X. Property Development Company Limited – 999 ordinary shares
Xxxxxx X’Xxxxxxx – 1 ordinary share
X.X.X.X. Property Development Company Limited – 22,000 deferred shares

Directors

Xxxxxxx XxXxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx

Secretary:

Xxxxxxx XxXxxx

 

59


 

Part 5
Details of NBIS

 

Name:

Northern Bank Insurance Services Limited

Number:

N1021152

Date of Incorporation:

18/12/1987

Registered Office:

Northern Ireland: Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX0 0XX

Share Capital:

 

- authorised:

£500,000 divided into 500,000 ordinary shares of £1 each

- issued:

£25,000 divided into 25,000 ordinary shares of £1 each

Shareholders:

National Europe Holdings (Wealth Management) Limited- 25,000 ordinary shares

Directors:

Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxxxxx

Secretary:

Xxxxxxx XxXxx

 

60


 

Schedule 2
Intellectual Property

 

Northern Bank Limited – UK Marks

 

Trade Xxxx

 

Reg.
Number

 

Jurisdiction

 

Filing Date

 

Next
Renewal
Date

 

Class

 

SUMMIT

 

1273160B

 

UK

 

01/10/1986

 

01/10/2007

 

36

 

 

 

 

 

 

 

 

 

 

 

 

 

CAUSEWAY

 

1407527

 

UK

 

07/12/1989

 

07/12/2006

 

36

 

 

 

 

 

 

 

 

 

 

 

 

 

CHEQUEMASTER

 

1427992

 

UK

 

08/06/1990

 

08/06/2007

 

36

 

 

 

 

 

 

 

 

 

 

 

 

 

NORTHERN DIRECT

 

1576544

 

UK

 

25/06/1994

 

25/06/2011

 

36

 

 

 

 

 

 

 

 

 

 

 

 

 

N NORTHERN TAILORING
BANKING TO YOUR NEEDS

 

2014919

 

UK

 

22/03/1995

 

22/03/2005

 

36

 

 

 

 

 

 

 

 

 

 

 

 

 

N NORTHERN

 

2002183

 

UK

 

10/11/1994

 

10/11/2014

 

36

 

 

 

 

 

 

 

 

 

 

 

 

 

N NORTHERN PRINCIPAL
ACCOUNT (Series of 2)

 

0000000

 

UK

 

28/03/2000

 

28/03/2010

 

09, 16, 36

 

 

 

 

 

 

 

 

 

 

 

 

 

61


 

N Northern (Series of 3)

 

2319486

 

UK

 

24/12/2002

 

24/12/2012

 

09, 16, 36

 

 

 

 

 

 

 

 

 

 

 

 

 

N (Series of 2)

 

2319487

 

UK

 

24/12/2002

 

24/12/2012

 

09, 16, 36

 

 

 

 

 

 

 

 

 

 

 

 

 

Tele-ledger

 

1575726

 

UK

 

17/06/1994

 

17/06/2011

 

35

 

 

 

 

 

 

 

 

 

 

 

 

 

Tele-ledger

 

1575727

 

UK

 

17/06/1994

 

17/06/2011

 

36

 

 

 

 

 

 

 

 

 

 

 

 

 

Tele-ledger

 

1575728

 

UK

 

17/06/1994

 

17/06/2011

 

38

 

 

 

 

 

 

 

 

 

 

 

 

 

Flexidraft.

 

2022113

 

UK

 

26/05/1995

 

26/05/2005

 

36

 

 

62


 

N NORTHERN 24 HOUR TELEPHONE BANKING

 

N NORTHERN TWENTY FOUR HOUR TELEPHONE BANKING

 

N NORTHERN 24 HR TELEPHONE BANKING

 

(Series of 3)

 

2140224

 

UK

 

24/07/1997

 

24/07/2007

 

00, 00

 

 

 

 

 

 

 

 

 

 

 

 

 

XX0X

 

XX0x

 

(Series of 2)

 

2243077

 

UK

 

18/08/2000

 

18/08/2010

 

09, 16, 35, 36, 38, 42

 

 

63


 

N NORTHERN RAPID REPAY
(Series of 4)

 

2299252

 

UK

 

30/04/2002

 

30/04/2012

 

36

 

 

 

 

 

 

 

 

 

 

 

 

 

NORTHERN
INTERNATIONAL TRADE
CONNECT

 

2311522

 

UK

 

25/09/2002

 

25/09/2012

 

36

 

 

 

 

 

 

 

 

 

 

 

 

 

N NORTHERN TAILORED
FINANCIAL SOLUTIONS (Series of 3)

 

2319481

 

UK

 

24/12/2002

 

24/12/2012

 

09, 16, 36

 

 

 

 

 

 

 

 

 

 

 

 

 

N NORTHERN PRINCIPAL
ACCOUNT (Series of 18)

 

0000000

 

UK

 

24/12/2002

 

24/12/2012

 

09, 16, 36

 

 

64


 

N NORTHERN RAPID REPAY
(Series of 18)

 

2319485

 

UK

 

24/12/2002

 

24/12/2012

 

09, 16, 36

 

 

 

 

 

 

 

 

 

 

 

 

 

N NORTHERN TAILORED
FINANCIAL SOLUTIONS
INTERNATIONAL TRADE
CONNECT (Series of 2)

 

2321296

 

UK

 

22/01/2003

 

22/01/2013

 

09, 16, 36

 

 

 

 

 

 

 

 

 

 

 

 

 

N NORTHERN TAILORED FINANCIAL SOLUTIONS INTERNATIONAL TRADE CONNECT (Series of 2)

 

2321306

 

UK

 

22/01/2003

 

22/01/2013

 

09 16 36

 

 

Northern Bank Limited – CTMs

 

Trade Xxxx

 

Reg.
Number

 

Jurisdiction

 

Filing Date

 

Next
Renewal
Date

 

Class

 

N NORTHERN TAILORING BANKING TO YOUR NEEDS

 

97022

 

CTM

 

01/04/1996

 

01/04/2006

 

36

 

 

65


 

Trade Xxxx

 

Reg.
Number

 

Jurisdiction

 

Filing Date

 

Next
Renewal
Date

 

Class

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

N NORTHERN

 

97055

 

CTM

 

01/04/1996

 

01/04/2006

 

00

 

 

 

 

 

 

 

 

 

 

 

 

 

X Xxxxxxxx

 

0000000

 

XXX

 

24/12/2002

 

Accepted but not yet registered

 

9, 16 and 36

 

 

 

 

 

 

 

 

 

 

 

 

 

N NORTHERN TAILORED FINANCIAL SOLUTIONS

 

2989614

 

CTM

 

24/12/2002

 

24/12/2012

 

9 16 36

 

 

National Irish Bank Limited – Irish Marks

 

Trade Xxxx

 

Reg.
Number

 

Jurisdiction

 

Filing Date

 

Next
Renewal
Date

 

Class

 

NATIONAL IRISH BANK 24 HOUR TELEPHONE BANKING

 

NATIONAL IRISH BANK 24 HR TELEPHONE BANKING

 

NATIONAL IRISH BANK TWENTY-FOUR HOUR TELEPHONE BANKING (Series of 6)

 

 

207834

 

IRELAND

 

24/07/1997

 

23/07/07

 

16, 36

 

 

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NATIONAL IRISH BANK INTERNATIONAL TRADE CONNECT

 

225704

 

IRELAND

 

25/09/2002

 

24/09/12

 

9, 16, 36

 

 

 

 

 

 

 

 

 

 

 

 

 

NATIONAL IRISH BANK PRINCIPAL ACCOUNT

 

217771

 

IRELAND

 

28/03/2000

 

27/03/10

 

9, 16, 36

 

 

 

 

 

 

 

 

 

 

 

 

 

NATIONAL IRISH BANK TAILORED FINANCIAL SOLUTIONS (Series of 2)

 

000000

 

XXXXXXX

 

28/07/2004 (Accepted but not yet registered)

 

9, 16, 35, 36

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NATIONAL IRISH BANK TAILORED FINANCIAL SOLUTIONS INTERNATIONAL TRADE CONNECT (Series of 2)

 

225908

 

IRELAND

 

09/07/2002

 

08/07/12

 

9, 16, 36

 

 

 

 

 

 

 

 

 

 

 

 

 

NATIONAL IRISH BANK RAPID REPAY

 

225248

 

IRELAND

 

30/04/2002

 

00/00/00

 

00

 

 

 

 

 

 

 

 

 

 

 

 

 

XXX0X XXX0x (Series of 2)

 

000000

 

XXXXXXX

 

18/08/2000

 

17/08/12

 

9, 16, 35, 36, 38, 42

 

 

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Schedule 3
Conduct of Business pending Completion

 

(Undertakings of the Seller in respect of the Group Companies pursuant and subject to clause 5.1.6)

 

1.                                       enter into any unusual or onerous transaction;

 

2.                                       enter into any transaction with or for the benefit of any of its directors or any person who is connected with or any of its directors (i) except in the usual course of its business; and (ii) on terms which are in no respect less favourable to any of the Group Companies than normal arm’s length terms;

 

3.                                       except for any Subordinated Loan, Term Loan, Money Market Loan, Repo or Derivative, enter into any material agreements or arrangements which cannot be terminated without penalty within one year or less from the date of this Agreement;

 

4.                                       enter into, significantly modify, or terminate any Material Contract (as defined in paragraph 18 of Schedule 6);

 

5.                                       enter into any new lease, or amend the terms of any existing lease, or change the use of any of the Properties from the use of the Properties at the date of this Agreement;

 

6.                                       except for any Subordinated Loan, Term Loan, Money Market Loan, Repo or Derivative, enter into any agreements or arrangements with any member of the Seller Group (other than pursuant to any Transaction Document or in accordance with the Restructuring Paper);

 

7.                                       dispose to any person, reorganise or discontinue any material part of the Business or any material assets of the Business;

 

8.                                       make any change (including any change by the incorporation, acquisition or disposal of a subsidiary or a business) in the nature or extent of the Business;

 

9.                                       create any Encumbrance over the Business, any asset or undertaking of the Business or any of the Group Companies, or any share capital of any Group Company (except in relation to Encumbrances which have been Disclosed);

 

10.                                 dispose to any person any share capital of any of the Group Companies;

 

11.                                create, allot, issue, repurchase, redeem or cancel any shares or other equity securities in any Group Company, or grant rights which confer on the holder any right to acquire any such shares or other equity securities;

 

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12.                               pass any resolution of its shareholders or any class of its shareholders;

 

13.                               make any declare or pay any dividend, bonus or other distribution of capital or income;

 

14.                               cancel or amend any policies of insurance (“Insurance Policies”) in force in relation to the Business or the Group on the date of this Agreement or fail to renew any of them with limits of indemnity reasonably equivalent to those currently in force (subject to any commercial decision made in respect of prevailing market conditions);

 

15.                               do anything, or omit to do anything, prior to Completion, which it is aware would or is reasonably likely to:

 

(a)                                  make any of the Insurance Policies void or voidable; or

 

(b)                                 entitle any of the insurers under any of the Insurance Policies to refuse indemnity in relation to particular claims in whole or in part; or

 

(c)                                  result in an increase in the premium payable under any of the Insurance Policies; or

 

(d)                                 prejudice the ability of any of the Group Companies to effect insurance, on the same or better terms in the future;

 

provided that this paragraph 15 shall not prevent the notification to insurers of claims, and/or circumstances which might give rise to claims under any of the Insurance Policies in accordance with the terms of the relevant Insurance Policies and the Seller will inform the Purchaser of any notification to insurers at the same time as it is made;

 

16.                               do anything that would constitute a breach of paragraph 19 of the NIB Investigations Deed

 

17.                               commence, compromise or settle any material disputes, litigation or arbitration proceedings other than (i) credit recovery in the ordinary course of business where the amount outstanding does not exceed £1 million and/or (ii) any other matter where the liability of the Group is not reasonably believed to exceed £75,000;

 

18.                               enter into any contract involving capital expenditure or a liability in an amount exceeding £250,000 or any such contracts in aggregate involving more than £2,500,000;

 

19.                               approve any new loan facility for a new customer of the Business, or amend the terms of or renew or replace any existing facility (which existing facility is for an amount less than £20,000,000), where the total amount of that new or amended facility is in excess of £20,000,000.  (For the avoidance of doubt, where a facility in excess of £20,000,000 already exists then it can be renewed, amended or replaced in accordance with the current credit and risk policies of the Group);

 

20.                               enter into any borrowing, factoring or other financing or any lending commitments or derivative or hedging instrument outside the ordinary course of trading as previously

 

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conducted (other than, in relation to commitments to members of the Seller Group, where, acting in good faith, the Seller believes such loan is required for liquidity, solvency, capital adequacy or regulatory purposes);

 

21.                               give any guarantees or indemnities in respect of any third party (other than another Group Company) outside the ordinary course of trading as previously conducted;

 

22.                               in relation to employees and other appointments:

 

(a)                                  appoint or employ any new Senior Employees;

 

(b)                                 alter the terms or conditions of employment (including benefits) of any of its officers, employees or workers generally or any significant part thereof;

 

(c)                                  terminate the employment of any Senior Employees;

 

other than as set out in the Restructuring or as previously Disclosed;

 

23.                               establish any pension, superannuation, life assurance, death benefit, sickness or accident benefit scheme or amend the terms of or exercise a discretion in relation to, any of the Pension Schemes;

 

24.                               enter into or modify any subsisting agreement with any recognised trade union or relating to any works council;

 

25.                               appoint new auditors;

 

26.                               pay any management or other charges to any member of the Seller Group other than at the levels set out in the Pro Forma Accounts;

 

27.                               not use reasonable endeavours in the ordinary course of trading to maintain the confidentiality of its customers and supplier information and of any other proprietary information of any of the Group Companies save in respect of disclosures to the Purchaser Group;

 

28.                               make any material change to any lending criteria, customer identification procedure or other credit or risk policy or procedure or introduce any new credit or risk policy or procedure; or

 

29.                               agree to do any of the foregoing.

 

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Schedule 4
Completion Obligations

 

1.                                      Seller Completion obligations

 

The Seller’s obligations are to:

 

1.1                                 deliver to the Purchaser (or otherwise make available to the satisfaction of the Purchaser):

 

(a)                                transfers of the Shares duly executed by the registered holders in favour of the Purchaser together with the relevant share certificates in the names of such registered holders;

 

(b)                               the statutory registers and minute books (properly written up to the time immediately prior to Completion), the common seal (if any), the certificate of incorporation and (if applicable) any certificate of incorporation on change of name, of each Group Company;

 

(c)                                the Tax Deed duly executed by the Seller;

 

(d)                               the NIB Investigations Deed duly executed by the Seller and the Seller Guarantor;

 

(e)                                the Transitional Services Agreement duly executed by NAGE, the Company and the Seller Guarantor;

 

(f)                                  the Debt Assignment Agreements duly executed by the members of the Seller Group and Group Companies which are parties to such Agreements together with original counterparts of the documentation (including any amendments thereto) evidencing the Assigned Subordinated Loans and the Assigned Term Loans;

 

(g)                               written confirmation that the Restructuring has been carried out and completed in accordance with the Restructuring Paper;

 

(h)                               transfers of the 100 shares in NB that are currently held by Xxxxxxx XxXxxxx Shareholders Limited as nominee for the Company duly executed by Xxxxxxx XxXxxxx Shareholders Limited in favour of the Company together with the related share certificates;

 

(i)                                   deliver the NBIS Share Sale Agreement duly executed by the parties thereto together with transfers of the NBIS Shares in favour of NB duly executed by the registered holders thereof and the related share certificates;

 

(j)                                   the written resignations in the agreed form of all those directors who are not employees of a Group Company, and of the secretary or secretaries, of each Group Company from their respective offices, such resignations to take effect from Completion;

 

(k)                                the written resignation of the auditors of each Group Company in the agreed form to take effect from Completion, containing the statements referred to in section 394(1) UK CA or Article 401A NICO or equivalent legislation applicable in the Republic of Ireland;

 

71


 

(l)                                   the Power of Attorney in the agreed form from the Seller in favour of the Purchaser to enable the Purchaser (pending registration of the relevant transfers) to exercise following Completion all voting and other rights attaching to the Shares;

 

(m)                             counterparts of the Deed of Assignment of IP and the IP Cross-Licence Agreement duly executed by or on behalf of the Seller Group Undertakings and the Group Companies who are party to them;

 

(n)                               the deed of access and undertaking in the agreed form, duly executed by the Seller Group Undertaking that is a party to it;

 

(o)                                 certified copies of the agreements to be entered pursuant to clause 2.8 (if any) duly executed by the parties thereto;

 

(p)                                 in relation to the Company, a written resolution signed by the registered holders of the shares in such company changing the name of the Company to a name nominated by the Purchaser, which name shall not include the word “National”.

 

(q)                                 duly executed documentation in respect of any Subordinated Loan or Term Loan which is undocumented;

 

(r)                                    a counterpart of the Credit Support Annex duly executed by or on behalf of the Seller Guarantor which provides that;

 

(i)                                   the Threshold (as that term is used in the Credit Support Annex) is zero;

 

(ii)                                the Minimum Transfer Amount (as that term is used in the Credit Support Annex) is £1 million; and

 

(iii)                             the first Valuation Date (as that term is used in the Credit Support Annex) is Completion;

 

1.2                                 cause a board meeting of each Group Company to be held at which:

 

(i)                                   in the case of the Company only, (i) the secretary shall be instructed to file the change of name resolution of the Company referred to in paragraph 1.1(p) of this Schedule and (ii) the transfers of the Shares will be approved for registration (subject to their being duly stamped, which shall be at the cost of the Purchaser);

 

(ii)                                all resignations provided for above in relation to such Group Company will be tendered and accepted so as to take effect at Completion;

 

(iii)                             all persons nominated by the Purchaser (in the case of directors, subject to any maximum number imposed by the relevant articles of association) will be appointed as directors and/or as secretary of such Group Company;

 

(iv)                              the accounting reference date will be changed to a date nominated by the Purchaser;

 

(v)                                 a firm nominated by the Purchaser will be appointed auditors; and

 

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(vi)                              where applicable, transfers will be approved for registration (subject to their having been duly stamped) in respect of all shares in the Subsidiaries held by any person other than a Group Company (including the transfers of the NBIS Shares); and

 

1.3                                 in a manner compliant with all laws, procure repayment of any Provisional Intra-Group Amounts owing by a Seller Group Undertaking to the relevant Group Companies (including, where necessary, providing appropriate funds to that Seller Group Undertaking to enable it to make that repayment in a manner compliant with all laws).

 

2.                                      Purchaser Completion obligations

 

The Purchaser’s obligations are to:

 

2.1                                 pay or procure the payment of the Provisional Consideration by way of electronic transfer for same day value to the Seller’s Bank Account;

 

2.2                                 procure (in accordance with clause 2.1.2(c)) the repayment of the Assumed Subordinated Loans by way of electronic transfer for same day value to the Seller’s Bank Account;

 

2.3                                 procure (in accordance with clause 2.1.2(c)) the repayment of the Assumed Term Loans by way of electronic transfer for same day value to the Seller’s Bank Account;

 

2.4                                 deliver to the Seller a counterpart of the Tax Deed and the NIB Investigations Deed duly executed by the Purchaser; and

 

2.5                                 deliver to the Seller counterparts of the Transitional Services Agreement, the IP Cross-Licence Agreement, the Deed of Assignment of IP, the Debt Assignment Agreements and the anti-churn side letter in the agreed form duly executed by the Purchaser and/or the relevant Purchaser Group counterparties;

 

2.6                                 deliver to the Seller a deed of undertaking in the agreed form in relation to the Deed of Access and Confidentiality dated 31 December 2003 between National Europe Holdings (Wealth Management) Limited and National Australia Life Company Limited, duly executed by the Purchaser;

 

2.7                                 deliver to the Seller a  counterpart of the Credit Support Annex duly executed by the Purchaser which provides that:

 

(a)                                  the Threshold (as that term is used in the Credit Support Annex) is zero;

 

(b)                                 the Minimum Transfer Amount (as that term is used in the Credit Support Annex) is £1 million; and

 

(c)                                  the first Valuation Date (as that term is used in the Credit Support Annex) is Completion.

 

2.8                                 in a manner compliant with all laws, procure repayment of any Provisional Intra-Group Amounts owing by a Group Company to the relevant Seller Group Undertakings (including, where necessary, providing appropriate funds to that Group Company to enable it to make that repayment in a manner compliant with all laws)

 

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Schedule 5
Completion Statement

 

1.                                      Completion Statement

 

1.1                                 Preparation of Completion Statement

 

1.1.1                      The Seller shall prepare a draft Completion Statement.

 

1.1.2                      The draft Completion Statement shall consist of:

 

(a)                                  a pro forma balance sheet for the Group as at the close of business on the Completion Balance Sheet Date (the “Completion Balance Sheet”) in the same format as the agreed form document headed the Pro Forma Completion Statement (the “Pro Forma Completion Statement”) which shall include a statement of the amount of the Adjusted Net Assets;

 

(b)                                 a profit and loss statement for the Group for the period commencing on the Last Balance Sheet Date and ending on the Completion Date; and

 

(c)                                  a statement of the amount of the Subordinated Loans, the Term Loans and the Intra-group Amounts  as at the date of Completion in the same format as set out in the Pro Forma Completion Statement;

 

and each of (a) and (b) shall be prepared in accordance with the provisions of paragraph 2 below.

 

1.1.3                      Each of the Seller and the Purchaser shall procure that the other has reasonable access at all reasonable times during business hours and upon reasonable notice to the relevant employees of the other and that other’s Affiliates and to their agents and advisers and to all relevant files and/or working papers (with the right to take copies) in the possession or control of any member of the other or that other’s Affiliates to the extent that such access is reasonably required for the preparation and agreement or determination of the Completion Statement.  For the avoidance of doubt, references to the Purchaser’s Affiliates include the Group.  The mutual obligations contained in this paragraph shall apply until the Completion Statement is agreed or determined in accordance with this Schedule 5.

 

1.1.4                      The Seller shall deliver the draft Completion Statement to the Purchaser for review within 60 days of Completion, provided that the Purchaser has ensured that the Seller has been provided promptly with the assistance that it reasonably requires for this purpose from the Group’s employees.

 

1.1.5                      Subject to paragraph 1.1.9, the Parties shall pay their own respective costs in connection with the preparation of the Completion Statement.

 

1.1.6                      The draft Completion Statement shall be deemed to have been accepted as the Completion Statement unless, within 30 days of it being received by the Purchaser, the Purchaser delivers to the Seller notice to the contrary specifying (i) the item or items disputed; (ii) its reasons; and (iii) if possible how the draft Completion Statement should be adjusted, and then it shall attempt to resolve the issue with the Seller. If the Purchaser and the Seller resolve the matters raised in

 

74


 

the notice in the period of 21 days following receipt of the notice by written confirmation to that effect, the draft Completion Statement (adjusted, if necessary, as agreed by the Purchaser and the Seller) will be deemed to have been accepted by the Purchaser and the Seller as the Completion Statement.

 

1.1.7                      If the Seller and the Purchaser are unable to reach agreement within 21 days of receipt of the notice referred to in paragraph 1.1.6, the matter(s) in dispute may, at the written election of the Seller or the Purchaser, be referred to the decision of an independent chartered accountant (the “Independent Accountant”) to be appointed (in default of nomination by agreement between the Seller and the Purchaser) by the President for the time being of the Institute of Chartered Accountants in England and Wales on the written application of the Seller or of the Purchaser (whichever applies first).

 

1.1.8                      The Independent Accountant shall (1) act as an expert and not as an arbitrator and neither the Arbitration Xxx 0000 nor any earlier or later enactments on arbitration shall apply and (2) determine in his absolute discretion an appropriate process for resolving the dispute, save that he shall be instructed to seek to make his determination which shall be in writing and set out the reasons and analysis for his determination within 30 days of being instructed and to make his determination in accordance with the principles set out in paragraph 2. The Independent Accountant’s determination shall (in the absence of manifest error) be final and binding on the Parties for all the purposes of this Agreement. The draft Completion Statement, as adjusted (if necessary) to reflect the Independent Accountant’s determination, will be deemed to have been accepted by the Parties as the Completion Statement.

 

1.1.9                      The costs of the Independent Accountant shall be apportioned between the Parties as the Independent Accountant shall decide (but on the basis that before determining that the costs shall be apportioned other than on a 50:50 basis he shall invite submissions in relation to costs by the Seller and the Purchaser and take account of any such submissions received), but each Party shall be responsible for its own costs of presenting its case to the Independent Accountant.

 

1.2                                 Adjustment of Provisional Consideration

 

The Provisional Consideration shall be adjusted after Completion in accordance with the following provisions of this paragraph.

 

1.2.1                      If the Adjusted Net Assets are less than £460.6 million, the Seller shall pay to the Purchaser the amount of the deficiency.  If the Adjusted Net Assets are greater than £460.6 million, the Purchaser shall pay to the Seller the amount of the excess.

 

1.2.2                      If the Term Debt Amount is less than the Provisional Term Debt Amount, the Seller shall repay to the Purchaser the amount of the deficiency.  If the Term Debt Amount is greater than the Provisional Term Debt Amount, the Purchaser shall pay to the Seller the amount of the excess.

 

1.2.3                      If the Subordinated Debt Amount is less than the Provisional Subordinated Debt Amount, the Seller shall repay to the Purchaser the amount of the deficiency.  If the Subordinated Debt Amount is greater than the Provisional Subordinated Debt Amount, the Purchaser shall pay to the Seller the amount of the excess.

 

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1.2.4                      If the Provisional Intra-group Amounts  paid on Completion are less than the Intra-group Amounts  disclosed by the Completion Statement, the Seller shall procure that the relevant Seller Group Undertakings shall pay an additional amount to the relevant Group Companies equal to the amount of the deficiency.  If the Provisional Intra-group Amounts  paid to the relevant Group Companies on Completion are greater than the Intra-group Amounts  disclosed by the Completion Statement, the Purchaser shall procure that the relevant Group Companies shall repay to the relevant Seller Group Undertakings an amount equal to the excess.

 

1.2.5                      To the extent that the Completion Statement contains any Indemnity Accrual (as defined in paragraph 2.3) and that accrual is later released in whole or in part (other than in respect of payment or settlement of the matter for which it was accrued) then the amount of that released accrual (to the extent only that the relevant Indemnity Accrual is released) shall be paid to the Seller as additional consideration.  For the purposes of this paragraph:

 

(a)                                  the Purchaser undertakes that it shall procure that any Indemnity Accrual is properly released when that accrual should fall for release applying UK GAAP; and

 

(b)                                 subject to sub-paragraph (a), the Purchaser shall not be liable to make any payment to the Seller under this paragraph if the release of the accrual in the books of the relevant Group Company takes place after the seventh anniversary of the date of this Agreement.

 

1.2.6                        Interest shall accrue on amounts payable under this paragraph 1.2 at the Interest Rate, such interest to accrue daily on such amount from (and including) Completion (or, in the case of a payment under paragraph 1.2.5, of the date of release of the Accrual) to (but excluding) the date of actual payment, save that in respect of any payment not made on the due date, interest shall accrue at the Interest Rate plus one per cent. per annum from (and including) the due date to (but excluding) the date of actual payment (so that, for example, if the due date is 10 May but the date of actual payment is 20 May then interest at this higher rate shall be payable in relation to 10 days).

 

1.2.7                        Any amounts to be paid under paragraphs 1.2.1 to 1.2.5 above shall:

 

(a)                                  be paid (together with accrued interest) within 14 days of  the date on which the Completion Statement has been agreed or settled (or, in the case of a payment under paragraph 1.2.5, of the date of release of the Accrual); and

 

(b)                                 be paid in accordance with clause 19.

 

2.                                      Basis for preparation of the Completion Statement

 

2.1                                 The Completion Statement shall:

 

2.1.1                        be prepared in accordance with the Pro Forma Completion Statement (including the notes thereto);

 

2.1.2                        be prepared adopting the Group Accounting Principles;

 

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2.1.3                      where neither the specific accounting basis referred to in paragraphs 2.1.1 and 2.1.2 provide a relevant treatment for a matter, be prepared in accordance with UK GAAP.

 

2.2                                 In the event of any conflict between paragraphs 2.1.1, 2.1.2 and 2.1.3, the requirements described in paragraph 2.1.1 shall take precedence over the requirements described in paragraphs 2.1.2 and 2.1.3 and the application of the requirements described in paragraph 2.1.2 shall take precedence over the requirements described in paragraphs 2.1.3.

 

2.3                                 The Completion Statement shall:

 

2.3.1                      identify any accrual, allowance, provision or reserve (together an “Accrual”) that has been made in relation to any matter, event or circumstance which falls within the subject matter of a potential Indemnity Claim (as defined in Schedule 7) (such an Accrual, an “Indemnity Accrual”); and

 

2.3.2                      where no Indemnity Accrual has been made in the Pro Forma Accounts in relation to the subject matter of a potential Indemnity Claim then no Indemnity Accrual shall be made in the Completion Statement.

 

2.4                                 No adjustments shall be made to any amount reflected in the draft Completion Statement referred to in paragraph 1.1.4 unless the aggregate amount of all adjustments proposed by the Purchaser under paragraph 1.1.6 and which are in aggregate either mutually agreed by the Seller or determined by an Independent Accountant in accordance with paragraph 1.1.8 is in excess of £500,000.

 

2.5                                 In preparing the Completion Balance Sheet, no account is to be taken of:

 

2.5.1                      an event taking place after the Completion Balance Sheet Date save for events that provide additional evidence of the effect of events or conditions which existed prior to or at the Completion Balance Sheet Date and which affect amounts reflected in the Completion Balance Sheet provided that no such event, condition, fact or circumstance be taken account of if such event, condition, fact or circumstance arises (or is discovered) more than 30 days after delivery of the draft Completion Statement by the Seller to the Purchaser;

 

2.5.2                      the aggregate amount to be paid by the Seller in relation to the retention bonuses referred to in clause 12.5;

 

2.5.3                      any changes in control of the Group Companies (or any of them) or any change in management, strategy, direction or priority which results from any such change of control (including any proposals or any reorganisation or restructuring that is to be implemented after Completion (ignoring, for the avoidance of doubt, any element of the Restructuring));

 

2.5.4                      any proposals or arrangements (actual or proposed) in relation to (i) the financing (including, without limitation, any replacement financing for the existing liabilities of the Group) of the transactions contemplated by this Agreement or of the Group Companies following completion; or (ii) any redundancy, rationalisation or restructuring programmes to be effected by the Purchaser at or following Completion.

 

2.6                                 The Completion Statement shall be prepared without regard to any changes in UK GAAP arising after preparation of the Pro Forma Accounts.

 

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2.7                                 For the avoidance of doubt, the Completion Statement shall include as the case may be:

 

2.7.1                       as a liability, any outstanding obligation of Northern Bank to make payment to NEH(WM) of the consideration payable under the terms of the NBIS Share Transfer Agreement to the extent such consideration remains unpaid on the Completion Date; or

 

2.7.2                       as an asset, any obligation of NEH(WM) to repay to Northern Bank any proportion of the consideration paid by Northern Bank on the Completion Date to the extent such repayment remains unpaid on the Completion Date.

 

3.                                      Definitions

 

In this Schedule:

 

“Adjusted Liabilities” means the aggregated liabilities of the Group as set out in the Completion Statement;

 

“Adjusted Net Assets” means the aggregated fixed assets and current assets of the Group as set out in the Completion Statement less the Adjusted Liabilities;

 

“Completion Balance Sheet Date” means the date of Completion, provided that if Completion occurs otherwise than on the last day of a calendar month, the Completion Balance Sheet Date shall be the final day of the preceding month;

 

“Completion Statement Preparation Schedule” means the document in the agreed form which sets out a specimen Completion Statement and a note of the methodologies to be applied in preparing the Completion Statement;

 

“FRS” means a financial reporting standard in force at the date of this Agreement as issued by the Accounting Standards Board Limited;

 

“Group Accounting Principles” means the accounting principles, policies, practices, categorisations and methodologies applied by the Seller in preparing the statutory accounts of each Group Company in respect of the year ended on the Last Balance Sheet Date and any other such accounts of any Seller Group Undertaking which are relevant to the Group (including in respect of any assets which are transferred to the Group pursuant to the Restructuring);

 

“SSAP” means a statement of standard accounting practice in force at the date of this Agreement as adopted by the Accounting Standards Board Limited;

 

“UK GAAP” means FRSs, SSAPs, the legal principles set out in Schedules 4 and 4A UK CA, rulings and abstracts of the Urgent Issues Task Force of the Accounting Standards Board Limited and guidelines, conventions, rules and procedures of accounting practice in the United Kingdom which are regarded as permissible by the Accounting Standards Board Limited as at the date of preparation of the Pro Forma Accounts; but for the avoidance of doubt shall not include any International Financial Reporting Standards, International Accounting Standards or any other standards or guidelines issued or approved by the International Accounting Standards Board.

 

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Schedule 6
Warranties

 

Part 1
General Warranties

 

1.                                      Power to contract

 

1.1                                 Power, authority and approvals

 

**Each Seller Group Undertaking which is expressed to be a party to a Seller Transaction Document (a “Relevant Seller Entity”, with all of them collectively being referred to as the “Relevant Seller Entities”):

 

1.1.1                       has the requisite power and authority to enter into and perform each of the Seller Transaction Documents to which it is a party; and

 

1.1.2                       has obtained all approvals and consents (as applicable, but other than any the subject of the Conditions) required by it for the performance of its obligations under the Seller Transaction Documents to which it is a party.

 

1.2                                 Transaction Documents constitute binding obligations

 

**All the Seller Transaction Documents executed or to be executed by the Relevant Seller Entities constitute (or will, when executed, constitute) binding obligations of the Relevant Seller Entities in accordance with their respective terms.

 

1.3                                 Execution and delivery of Transaction Documents

 

**The execution and delivery by each of the Relevant Seller Entities of, and the performance by each of the Relevant Seller Entities of its obligations under, the Seller Transaction Documents will not:

 

1.3.1                      result in a breach of any provision of its memorandum or articles of association;

 

1.3.2                      result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound;

 

1.3.3                      result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound;

 

1.3.4                      other than in respect of satisfaction of the Conditions, require it to obtain any consent, or approval of, or give any notice to or make any registration with, any governmental or other authority; or

 

1.3.5                      require the consent of the shareholders of the Seller or any member of the Seller Group.

 

2.                                      The Group

 

2.1                                 Constitution

 

**Each Group Company and, so far as the Seller is aware, each Associated Company is validly organised and validly exists under the country in which it is incorporated and has all

 

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requisite corporate powers and authority to own its assets and to conduct the business carried on by it.

 

2.2                                 Memorandum and articles of association

 

A copy of the memorandum and articles of association of each Group Company and each Associated Company is included in the Disclosure Documents and each is a true, complete and up to date copy of the relevant document and has embodied in or annexed to it copies of all resolutions referred to in s380 UK CA, Article 388 NICO, s143 ICA or equivalent legislation passed by the relevant Group  Company prior to the date of this Agreement required by law to be so attached, and fully set out the rights and restrictions attaching to each class of share capital to which they relate.

 

2.3                                 Statutory books

 

2.3.1                      **The statutory books (including all registers and minute books) of each Group Company:

 

(a)                                  are in the possession of the relevant Group Company; and

 

(b)                                 have been properly kept and contain a materially accurate and complete record of all matters with which they should deal.

 

2.3.2                      No notice or allegation that any of the statutory books of any of the Group Companies are incorrect or should be rectified has been received and such documents have been retained by each Group Company for such periods as is and has been required by all applicable laws.

 

2.4                                 Reorganisations

 

There have been no Reorganisations involving or affecting any Group Company since 1 October 1998.

 

2.5                                 Intra-group transactions

 

Each intra-group transaction between one or more Seller Group Undertakings and one or more Group Companies since 1 October 1998 has been effected on an arms-length basis.

 

2.6                                 Records, systems, control and data

 

**None of the records, systems, controls or data or other information of any of the Group Companies is recorded, stored, maintained, operated or otherwise dependent upon or held by any means (including any electronic process whether computerised or not) which dependant (including all means of access to and from them) are not under the exclusive ownership and direct control of the Group Companies.

 

2.7                                 No powers of attorney

 

**No power of attorney given by any Group Company is in force or effect, save for powers of attorney given by a Group Company to an officer or senior employee of that Group Company authorising them to give effect to matters on behalf of that Group Company which are in the ordinary course of business of that Group Company. This warranty shall not apply to any power of attorney granted in order to execute any Transaction Document.

 

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2.8                                 Statutory returns

 

**All returns, particulars, resolutions and other documents required to be delivered to the Registrar of Companies or the IOMFSC (as applicable) by the Group Companies have been so delivered each within the timeframes within which it was required to be so delivered.

 

2.9                                 Solvency

 

2.9.1                      **No Group Company has entered into any scheme of arrangement or voluntary arrangement with any of its creditors, or is insolvent or unable to pay its debts according to section 123 Insolvency Xxx 0000 or Section 163 of the Isle of Man Companies Xxx 0000 or Article 000 Xxxxxxxxxx (Xxxxxxxx Xxxxxxx) Order 1989 (in respect of a Group Company not incorporated in the Republic of Ireland) or, where the Group Company is incorporated in the Republic of Ireland, within the meaning of section 214 of the Irish Companies Xxx 0000 or section 2 of the Irish Companies (Amendment) Xxx 0000.

 

2.9.2                      **No order has been made and no resolution of any Group Company has been passed or meeting held or convened or petition presented for the winding up of a Group Company.

 

2.9.3                      **No receiver or administrator has been appointed by any person over the whole or any part of the business or assets of any Group Company, nor has any order been made or petition presented for the appointment of a receiver or an administrator in respect of a Group Company.

 

2.9.4                      **No examiner or interim examiner is, or has been, appointed to a Group Company under the Irish Companies (Amendment) Xxx 0000.

 

2.9.5                      **So far as the Seller is aware, there are no circumstances which would entitle any person to present a petition for the administration or winding up of a Group Company or to appoint a receiver or administrator, examiner, trustee or other similar officer over the whole or any part of a Group Company’s undertaking or assets.

 

3.                                    The Shares

 

3.1                               Share capital

 

**The Shares constitute the whole of the issued and allotted share capital of the Company and are fully paid or credited as fully paid.  The Seller is the sole legal and beneficial owner of the Shares.  There is no Encumbrance on, over or affecting any Shares or any unissued shares, debentures or other securities of the Company and no person has the right (exercisable now or in the future and whether contingent or not) to call for the issue of any share or loan capital of the Company.

 

3.2                               Dividends

 

All dividends declared or due in respect of the Shares have been paid in full.

 

3.3                               Options

 

There are in existence no rights or options to the issue, allotment or transfer or redemption of any loan or share capital of the Company or any of the Subsidiaries or any of the

 

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Associated Companies or to convert any loan or share capital into share capital or share capital of a different description.

 

3.4                                 Repayment, redemption and capitalisation

 

No Group Company has at any time since 1 October 1998:

 

3.4.1                      repaid or redeemed, or agreed to repay or redeem, any shares of its capital or in any way effected any reduction of its issued share capital;

 

3.4.2                      capitalised or agreed to capitalise by way of the issue and allotment of shares or (capitalised or agreed to capitalise) loan capital, or by way of paying up amounts unpaid on any shares or (capitalised or agreed to capitalise) loan capital, any profits or reserves of any nature or passed or agreed to pass any resolution to do so; or

 

3.4.3                      purchased any of its own shares.

 

3.5                                 Financial assistance

 

**No Group Company has since 1 October 1998, directly or indirectly, provided any financial assistance for the purpose of or in connection with the acquisition of shares in that Group Company (or in any company of which that Group Company is or has been a subsidiary) or for the purpose of reducing or discharging any liability incurred in such an acquisition.

 

4.                                      Connected business

 

4.1                                 Subsidiaries and Associated Companies

 

4.1.1                      The details of the Company and the Subsidiaries and the Associated Companies set out in Schedule 1 are true and accurate and the Subsidiaries (other than NBIS) represent all of the subsidiaries of the Company.

 

4.1.2                      The shares in the Subsidiaries are in each case owned by another Group Company free from all Encumbrances and with all rights attaching to them and, except as set out in Schedule 1, no Group Company owns or has agreed to acquire any shares, loan capital or other securities (legally or beneficially) in any other company.

 

4.1.3                      The shares in the Associated Companies which are held by a Group Company are held free from all Encumbrances and with all rights attached to them.  No Group Company has any liabilities in relation to any of the Associated Companies, and no Group Company is party to any shareholders or other agreement in relation to any of the Associated Companies.

 

4.2                                 Connected transactions

 

No Group Company:

 

4.2.1                       is or has agreed to become a member of any partnership, joint venture, consortium or other unincorporated association other than a recognised trade association or payment scheme;

 

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4.2.2                       is or has agreed to become a party to any agreement or arrangement for sharing commissions or other income; or

 

4.2.3                       has any branch, place of business or substantial assets outside of Northern Ireland, the Republic of Ireland or the Isle of Man or any permanent establishment (as that expression is defined in any relevant Order in Council made pursuant to section 788 UK TA or double taxation treaty having force of law in the Republic of Ireland pursuant to section 826 or section 835 of ITA) in any country outside the United Kingdom, the Isle of Man or the Republic of Ireland.

 

4.3                                 No shareholdings other than in relation to the Subsidiaries

 

No Group Company is, nor has agreed to become but has yet to become, the holder or beneficial owner of any  issued shares, debentures or other securities of any company (other than a Subsidiary or Associated Company), anywhere in the world.

 

4.4                                 Adequacy of assets

 

4.4.1                       **Other than those assets of the Seller Group which are to be used to provide services to the Group Companies in accordance with the Transitional Services Agreement, the assets owned or leased by the Group Companies are the assets used by the Group and the Seller Group to carry on the Business as at Completion in all material respects (including, but not limited to, in respect of Regulatory Requirements), in the manner it was carried on by the Seller Group prior to Completion.

 

4.4.2                       **Other than those services to be provided to the Group Companies in accordance with the Transitional Services Agreement, the Group Companies do not require the receipt of any services from the Seller Group in order to continue to conduct the Business in all material respects in the manner it was carried on by the Seller Group prior to Completion.

 

5.                                      Accounts

 

5.1                                 No material change to 2004 accounts

 

The Company Accounts, NB Accounts, NIB Accounts and NBIS Accounts for the year ended on the Last Balance Sheet Date have been finally approved and signed in the same form as the documents numbers 13.2.3.5, 13.2.1.5, 13.2.2.5 and 13.2.1.7 on the Data Room Index.

 

5.2                                 Company Accounts

 

The financial statements set out in the Company Accounts for the three years ended on the Last Balance Sheet Date:

 

5.2.1                       give a true and fair view of the state of the Company’s financial affairs at the relevant dates and of the profit of the Company for the relevant periods then ended;

 

5.2.2                       have been prepared in the manner and in accordance with the accounting policies set out in note 1 to the financial statements and, where that note is silent as to the accounting policies, in accordance with applicable Relevant Accounting Standards and other generally accepted accounting policies and practices in the United Kingdom; and

 

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5.2.3                      have been prepared in a manner consistent with that used in preparing the audited accounts for the Financial Year immediately preceding the first of the relevant periods.

 

5.3                                 NB Accounts

 

The financial statements set out in the NB Accounts for the three years ended on the Last Balance Sheet Date:

 

5.3.1                      give a true and fair view of the state of NB’s financial affairs at the relevant dates and of the profit of the NB Group for the relevant periods then ended;

 

5.3.2                      have been prepared in the manner and in accordance with the accounting policies set out in note 1 to the financial statements and, where that note is silent as to the accounting policies, in accordance with applicable Relevant Accounting Standards and other generally accepted accounting policies and practices in the United Kingdom.

 

5.4                                 NIB Accounts

 

The financial statements set out in the NIB Accounts for the three years ended on the Last Balance Sheet Date:

 

5.4.1                      give a true and fair view of the state of NIB’s financial affairs at the relevant dates and of the profit of the NIB Group for the relevant periods then ended;

 

5.4.2                      have been prepared in the manner and in accordance with the accounting policies set out in note 1 to the financial statements and, where that note is silent as to the accounting policies, in accordance with applicable Relevant Accounting Standards and other generally accepted accounting policies and practices in the Republic of Ireland.

 

5.5                                 NBIS Accounts

 

The financial statements set out in the NBIS Accounts for the three years ended on the Last Balance Sheet Date:

 

5.5.1                      give a true and fair view of the state of the Company’s financial affairs at the relevant dates and of the profit of the Company for the relevant periods then ended; and

 

5.5.2                      have been prepared in the manner and in accordance with the accounting policies set out in note 1 to the financial statements and, where that note is silent as to the accounting policies, in accordance with applicable Relevant Accounting Standards and other generally accepted accounting policies and practices in the United Kingdom.

 

5.6                                 Books of account

 

**The accounting books and records of the Group Companies have been kept on a basis which complies with Article 230 NICO, Section 221 UK CA and Section 1 of the Isle of Man Companies Act 1982 (as applicable) (in the case of the NB Group) and Section 202 of the Irish Companies Act 1990 (in the case of the NIB Group) and are in the possession of the Group Companies.   No notice or allegation that any of them is incorrect has been received by any Group Company.

 

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5.7                                 Pro Forma Accounts

 

5.7.1                      The Pro Forma Accounts have been prepared using financial data properly extracted and compiled from the management accounts of the Company, NB, NIB and NBIS for the 12 months ended on the Last Balance Sheet Date.

 

5.7.2                      The allocations and adjustments made in preparing the Pro Forma Accounts are made on the basis described in the basis of preparation note included as document 13.5.1.2 in the Data Room Index and reflect the estimates of the Seller of the costs incurred in order to carry on the Business, and the Seller considers those estimates to have been made on a fair, honest and reasonable basis as at the date of preparation.

 

5.8                                 Reconciliation of Pro Forma Accounts

 

Documents 13.9 and 13.3.3.9 in the Data Room Index properly sets out the steps taken to reconcile the figures in the Pro Forma Accounts to the figures in the Company Accounts, the NB Accounts, the NIB Accounts and the NBIS Accounts, in each case for the 12 months ended on the Last Balance Sheet Date.

 

5.9                                 Management Accounts

 

The unaudited management accounts as at 30 November 2004 (and in respect of the two months period then ended) pertaining to NB and NIB set out in documents 13.3.1.11 and 13.3.2.11 in the Data Room Index, do not materially overstate or understate the assets, revenue, operating profit and losses and liabilities of NB and NIB as at that date and for that period and were prepared with accounting policies consistent with those used in preparing management accounts of NB and NIB for the year ended on the Last Balance Sheet Date.

 

6.                                      Post-Last Balance Sheet Date events

 

Since the Last Balance Sheet Date:

 

6.1                               the Group has carried on the Business in the normal course and without any interruption or alteration in the nature or manner of its business and so as to maintain it as a going concern;

 

6.2                               no Group Company has acquired or disposed of or agreed to acquire or dispose of any assets, or assumed or incurred or agreed to assume or incur any liabilities, otherwise than in the ordinary course of trading as previously conducted;

 

6.3                               no Group Company has declared, made or paid any dividend, bonus or other distribution of capital or income;

 

6.4                               no Group Company has entered into any contract involving in excess of £250,000 of capital expenditure or any contracts in aggregate involving in excess of £2,500,000 of capital expenditure;

 

6.5                               no Group Company has incurred borrowings otherwise than in the ordinary course of trading as previously conducted; and

 

6.6                               no Group Company has significantly altered its terms of trading and there has been no loss of a material number of any Group Company’s customers.

 

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7.                                      Off balance sheet financing

 

**No Group Company is engaged as borrower in any financing (including the incurring of any borrowing or indebtedness) of a type which would not be required to be shown or reflected in the Accounts.

 

8.                                      Guarantees and Indemnities

 

8.1                                 Seller Guarantees and Indemnities and Group Guarantees and Indemnities

 

**All Seller Guarantees and Indemnities and Group Guarantees and Indemnities are Disclosed.

 

8.2                                 No guarantees by Group Companies

 

Other than in relation to the Group Guarantees and Indemnities, no Group Company is responsible for the indebtedness or other liability of any other person and, in particular, but without prejudice to the generality of the foregoing, no Group Company is a party to any option or pre-emption right or a party to any guarantee or suretyship or any other obligation (whatever called) to pay, purchase or provide funds (whether by the advance of money, the purchase of or subscription for shares or other securities or the purchase of assets or services or otherwise) for the payment of, or as an indemnity against the consequence of default in the payment of, any indebtedness or other liability of any other person.

 

9.                                      Borrowings and Intra-group arrangements

 

9.1                                 Borrowings

 

Save for amounts owing under the Subordinated Loans, the Term Loans, the Money Market Loans, the Repos, the Intra-group Amounts, the NBET Deposits and the Derivatives, the Group has no borrowings or indebtedness having the commercial effect of borrowings.

 

9.2                                 Intra-group indebtedness

 

**Other than under the Subordinated Loans, the Term Loans, the Money Market Loans, the Repos, the Intra-group Amounts, the NBET Deposits and the Derivatives (all of which were entered into in the ordinary course of trading as previously conducted) there is no outstanding indebtedness or other liability (actual or contingent) between any Group Company and any member of the Seller’s Group or between any Group Company and any directors or employees of any Group Company or any member of the Seller’s Group (or any Connected Persons of those directors or employees) and no security for any such indebtedness has been given and remains outstanding.

 

9.3                                 No default

 

**No event of default has occurred or is subsisting or otherwise giving rise to an obligation to repay in relation to the Subordinated Loans or the Term Loans.

 

9.4                                 Subordinated Loans

 

Part 1 of Schedule 12 does not materially overstate or understate  the Subordinated Loans in existence as at 10 December 2004, and Part 1 of Schedule 12 was  prepared by the Seller Group in the ordinary course of trading as previously conducted.

 

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9.5                                 Term Loans

 

Part 2 of Schedule 12 does not materially overstate or understate  the Term Loans in existence as at 10 December 2004, and Part 2 of Schedule 12 was prepared by the Seller Group in the ordinary course of trading as previously conducted.

 

9.6                                 Derivatives

 

9.6.1                      Part 3(A) of Schedule 12 does not materially overstate or understate the Derivatives in existence as at 7 December 2004, and Part 3(A) of Schedule 12 was prepared by the Seller Group in the ordinary course of trading as previously conducted.

 

9.6.2                      Part 3(B) of Schedule 12  does not materially overstate or understate  the ALCO Derivatives in existence as at 7 December 2004, and Part 3(B) of Schedule 12 was  prepared by the Seller Group in the ordinary course of trading as previously conducted.

 

9.7                                 Money Market Loans

 

Part 4 of Schedule 12 does not materially overstate or understate the Money Market Loans in existence as at 10 December 2004, and Part 4 of Schedule 12 was prepared by the Seller Group in the ordinary course of trading as previously conducted.

 

9.8                                 Repos

 

Part 5 of Schedule 12 does not materially overstate or understate the Repos in existence as at 10 December 2004, and Part 5 of Schedule 12 was prepared by the Seller Group in the ordinary course of trading as previously conducted.

 

9.9                                 NBET Deposits

 

Part 6 of Schedule 12 does not materially overstate or understate the NBET Deposits in existence as at 10 December 2004, and Part 6 of Schedule 12 was prepared by the Seller Group in the ordinary course of trading as previously conducted.

 

10.                               Grants

 

10.1                           Details

 

Full details of all grants, subsidies and financial assistance from any government department or agency, any local or other authority or any supranational agency made to the Group Companies since 1 October 2001, and all outstanding applications for any such grant, have been Disclosed.

 

10.2                           Liability to refund

 

**No act or transaction has been effected in consequence of which any Group Company is liable to refund (in whole or in part) any such grant or in consequence of which any such grant for which application has been made by it will not be paid.

 

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11.                               Environment and Health and Safety

 

11.1                           Compliance with laws

 

**Each member of the Group is operating its business in compliance with Environmental Law and Health and Safety Law.

 

11.2                           Notifications

 

No Group Company has received any written notification or other written communication in the last five years from any regulatory authority or other third party indicating or alleging any breach by it of any Environmental Law and/or Health and Safety Law and so far as the Seller is aware there are no circumstances that may lead to the same.

 

11.3                           Disclosures

 

The Seller has Disclosed all external consultants’ reports commissioned in the last three years by, or otherwise in the possession of, the Seller Group or any Group Company relating to (1) contamination or pollution at the Properties or (2) compliance by the Group with Environmental Law or Health and Safety Law.

 

11.4                           Environmental/Health and Safety Permits

 

11.4.1                Save in respect of planning consents, all Environmental/Health and Safety Permits are valid and subsisting and none have been suspended, revoked, cancelled, restricted, amended, varied or not renewed.

 

11.4.2                Save in respect of planning consents, complete and accurate copies of all Environmental/Health and Safety Permits have been Disclosed.

 

11.5                           Works

 

No works to the Properties are or so far as the Seller is aware will be necessary to secure compliance with Environmental Law and/or Health and Safety Law.

 

11.6                           Contamination/pollution

 

11.6.1                **Save for having in compliance with Environmental Law arranged for the disposal of its waste no Group Company has caused or knowingly permitted any spillage, discharge, release, escape, migration, leaching, deposit or emission (whether deliberate or accidental) of any hazardous substance or waste that is giving rise to significant harm to or pollution of the Environment or to a significant possibility thereof.

 

11.6.2                The Seller is not aware of any Property or any properties previously owned, controlled or occupied by any member of the Group being contaminated or polluted to the extent that they are giving rise to significant harm to or pollution of the Environment or to a significant possibility thereof.

 

11.7                           No hazardous substances in structures

 

The structure of the Properties does not incorporate any hazardous substances or waste including without limitation asbestos the presence or condition of which puts any Group Company in breach of Environmental Laws or Health and Safety Laws.

 

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11.8         Asbestos

 

No person (including without limitation any employees, contractors or other third parties) has been prior to and/or at Completion exposed to any Asbestos that is or was present at any of the Properties or any properties previously owned or occupied by any Group Company that has lead to or may lead to any claim, proceeding or other action against the Purchaser or any member of the Purchaser’s Group.

 

11.9         Asbestos Policy and Plan

 

The Group’s Asbestos Policy and Asbestos Management Plan are sufficient to ensure compliance by the Group Companies with the requirements of Regulation 4 of the Control of Asbestos at Work (Northern Ireland) Regulations 2003 (as if, for this purpose, these regulations apply in the Republic of Ireland).

 

11.10       Asbestos Management

 

11.10.1   In order to comply with Environmental Law and Health and Safety Law the Seller appointed the Independent Consultant to carry out appropriate surveys of the presence of Asbestos in each of the Properties to assess the risk presented by the Asbestos identified and to prepare the Asbestos Management Plan in relation to that Asbestos.

 

11.10.2          Work recommended by the Independent Consultant in relation to the items of Asbestos identified at the Properties by the Independent Consultant to represent a “high” risk has been completed in accordance with all Environmental Law and Health and Safety Law and no such Asbestos remains at the Properties and each of the Group Companies are, in accordance with the timeframe recommended by the Independent Consultant, in the process of implementing the Asbestos Management Plan in relation to the other Asbestos identified.

 

11.10.3          The Group Companies have provided all information in their possession requested by the Independent Consultant in connection with its work in relation to Asbestos.

 

11.10.4          All information provided to the Independent Consultant by the Seller and the Group Companies in connection with its work is accurate.

 

11.11      Foreclosed properties

 

So far as the Seller is aware no Group Company has, as the result of enforcing security, taken possession of any land which is contaminated or polluted to the extent that it is giving rise to significant harm to or pollution of the Environment or to a significant possibility thereof.

 

12.          Assets

 

**All of the assets owned by the Group (other than the Properties) are the sole, absolute property of the Group and there is not now outstanding any Encumbrance over the whole or any part of the undertaking, property or other assets (other than the Properties) of the Group and none of the assets (other than the Properties) now owned or used by the Group is the subject of any Encumbrance or factoring arrangement or (save as entered into in the ordinary course of business) any hire purchase, leasing, lease, conditional sale, deferred payment, purchase or credit sale agreement.

 

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13.          Leased Assets

 

The Disclosure Documents contain an accurate list of all material assets (other than the Properties) owned or in the possession of the Group and held under any hire purchase, leasing, lease, conditional sale, deferred payment, purchase or credit sale agreement.

 

14.          Insurance

 

14.1         Existing Insurance Policies

 

Accurate details of all policies of insurance providing coverage for Group Companies now in force (“Insurance Policies”) have been Disclosed and all premiums due on the Insurance Policies have been duly paid.  So far as the Seller is aware, there are no existing circumstances which might lead to any liability under such Insurance Policies being avoided by the insurers or the premiums being abnormally increased.

 

14.2         Claims

 

14.2.1                No claim is outstanding under any of the Insurance Policies.

 

14.2.2                So far as the Seller is aware, no fact or circumstance exists which is likely to give rise to a claim under any of the Insurance Policies.

 

14.3        Insurance Policies valid and enforceable

 

14.3.1                Each of the Insurance Policies is valid and enforceable and is not void or voidable.

 

14.3.2                The Seller is not aware of anything done or omitted to be done by a Group Company which might make any of the Insurance Policies void or voidable.

 

14.4        Limits of indemnity

 

So far as the Seller is aware, none of the limits of indemnity in the Insurance Policies or any other contract of insurance or indemnity in respect of which the Group Companies have an interest have been exhausted.

 

14.5        No disputes

 

No insurer under any of the Insurance Policies has disputed, or given any indication that they intend to dispute, the validity of any of the Insurance Policies on any grounds.

 

14.6        No right of refusal to indemnify

 

None of the insurers under any of the Insurance Policies have refused indemnity in whole or in part in respect of any claims under the Insurance Policies and no Group Company has done anything or omitted to do anything, and the Seller is not aware of anything, which might entitle insurers under any of the Insurance Policies to refuse indemnity in whole or in part in respect of any claims under the Insurance Policies.

 

15.          Litigation

 

15.1         Litigation

 

15.1.1                  **Save for the collection of debts of no more than £500,000 in the ordinary course of lending money, no Group Company is engaged in any suit, action,

 

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litigation, arbitration or tribunal proceedings or any governmental investigation which in any case is likely to result in a liability of the Group of more than £75,000.

 

15.1.2                **So far as the Seller is aware, no Group Company is, or has in the past three years been, subject to any investigation or enquiry (other than routine visits or enquiries in the ordinary course), or disciplinary proceeding by any governmental or regulatory authority.

 

15.1.3                **No Group Company has received notice of any suit, action, litigation, arbitration or tribunal proceedings which in any case is likely to result in a liability of the Group of more than £75,000 being pending or threatened by or against it and so far as the Seller is aware there are no circumstances likely to lead to any such suit, action, litigation, arbitration or tribunal proceedings or governmental investigation.

 

15.2         Orders and judgments

 

**There is no order or judgment of any court, tribunal or governmental agency against a Group Company which has not been fully satisfied or discharged.

 

15.3         Unlawful payments

 

**No Group Company has, and no person for whose acts or defaults any Group Company is vicariously liable has on behalf of any Group Company:

 

15.3.1     induced a person to enter into a material agreement or material arrangement with any Group Company by means of an unlawful payment, contribution, gift or other inducement;

 

15.3.2     offered or made an unlawful payment, contribution, gift or other inducement to a government official or employee;

 

15.3.3     directly or indirectly made an unlawful contribution to a political activity.

 

16.          Compliance, licences and applicable legislation

 

16.1         Compliance with laws and codes of conduct

 

16.1.1     **Each Group Company has at all times conducted its business and affairs:

 

(a)                                 in all respects in accordance with the Legislation and Regulations; and

 

(b)                                in all material respects in accordance with all applicable laws, rules and regulations (but excluding any laws, rules and regulations to the extent that a separate Warranty as to compliance with such laws, rules and regulations is given in this Schedule 6).

 

16.1.2      Without limiting the generality of the foregoing:

 

(a)                                 all standard forms of documents used by all Group Companies are in compliance with the Legislation and Regulations; and

 

(b)                                each Group Company is in compliance with all directives, requirements and rules of any Relevant Regulator.

 

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16.2         Necessary licences all in place

 

16.2.1                  **Each Group Company has all necessary Licences and so far as the Seller is aware any other governmental or regulatory licences required for the carrying on of the Business in the manner in which the Business is now carried on.  All those Licences are valid and subsisting and so far as the Seller is aware there is no reason why any of them should be suspended, cancelled or revoked.

 

16.2.2                  So far as the Seller is aware, there are no factors that might in any way prejudice the continuance or renewal of any of those licences, permits, permissions, consents, waivers or authorities and no Group Company is restricted by contract from carrying on any activity in any part of the world.

 

16.3         Investigations

 

16.3.1                  **There is no investigation, enforcement or disciplinary action or demand or decision by any Relevant Regulator outstanding or (so far as the Seller is aware) anticipated against any Group Company.

 

16.3.2                  **Each Group Company has filed or otherwise provided all material reports, other material information, annual and quarterly returns and other applications required to be filed with or otherwise provided to any Relevant Regulator in a timely manner within the three years preceding the date of this Agreement.

 

16.3.3                  **Within the three years preceding the date of this Agreement, no Group Company has received notice from any Relevant Regulator that it is subject to any orders, directions or notices or regulatory proceedings or disciplinary or enforcement actions or demands or decisions pursuant to the Legislation and Regulations other than those issued generally to companies carrying on banking, financial services and insurance business, and has not received any notice that any such orders, directions or notices may be issued.

 

17.          Trading

 

17.1         Consequence of acquisition of Shares by Purchaser

 

The sale of the Shares under this Agreement and consequent change of control of each Group Company will not:

 

17.1.1                entitle any person to terminate or amend any material permit, material contract or material arrangement with any Group Company;

 

17.1.2                result in the breach by a Group Company of any of the terms, conditions or provisions of any contract to which it is now a party and which would be material;

 

17.1.3                result in any present or future indebtedness of the Group becoming due and payable or capable of being declared due and payable prior to its stated maturity;

 

17.1.4                entitle any person to receive from the Group any finder’s fee, brokerage or other commission.

 

17.2         Competition/Anti-trust

 

No Group Company has done anything which, and is not a member of or party to any agreement, arrangement or understanding which, contravenes or requires registration or

 

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notification under any competition or restrictive trade practices legislation or any other anti-trust, anti-monopoly or anti-cartel legislation or regulations.

 

17.3         Restrictions on trading

 

Excluding restrictions on the solicitation of employees of certain third parties no Group Company is a party to any agreement or arrangement restricting the freedom of the Group to provide and take goods and services by such means and from and to such persons and into or from such place as it may from time to time think fit.

 

18.          Contracts

 

For the purposes of this paragraph 18:

 

“contract” means any contract, arrangement or undertaking which has legally binding effect; and

 

“Material Contracts” means all Exclusive Contracts (Group Name), Exclusive Contracts (Seller Name), Financial Infrastructure Contracts, Other Income Generation Contracts, Shared Contracts (Seller Name) and Wealth Management Contracts, as those terms are defined in Schedule 9 (Contracts) which are material to the operations of either the NIB Group or the NB Group each taken as a whole.

 

18.1         Disclosure of Material Contracts

 

18.1.1                  Accurate and complete copies of all Material Contracts have been Disclosed.

 

18.1.2                  Appendices 4 (Part A), 4 (Part B), 4 (Part C), 5, 6 and 7 list respectively all Exclusive Contracts (Seller Name), all Shared Contracts (Seller Name), all Exclusive Contracts (Group Name), all Wealth Management Contracts, all Financial Infrastructure Contracts and all Other Income Generation Contracts.

 

18.2         Characteristics of Material Contracts

 

18.2.1                  No Material Contract:

 

(a)           is of an onerous nature or cannot be duly observed and performed by the Group without an unusual commitment of money or resources in the context of the Business;

 

(b)           was entered into other than on entirely arms length terms in the ordinary conduct of the Business;

 

(c)           creates an agency, distributorship, dealership, partnership, consortium or joint venture relationship, or relates to the acquisition or disposal of a former joint venture;

 

(d)           contravenes or requires registration or notification under any other anti-trust, anti-monopoly, or anti-cartel legislation or regulations or competition or restrictive trade practices legislation; or

 

(e)           requires the supply of services by or to any Group Company, the aggregate value of which exceeds five per cent of the total value of all supplies of services made to or by any Group Company in its last completed financial period.

 

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18.2.2                  No Material Contract:

 

(a)           relates to the acquisition or disposal of shares in a company or the acquisition or disposal of a business or material part of a business; or

 

(b)           **has been breached by the Group Company in any material respect or is or is likely to be breached or is terminable as a result of entering into and performing this Agreement and the other Transaction Documents or is otherwise liable to determination, rescission, avoidance or repudiation by any other party to it; or

 

(c)           is of a long term nature (that is to say, unlikely to be fully performed within 6 months of it being entered into)

 

18.2.3                  **No Group Company has made an offer or tender to enter into a contract which would be a Material Contract had it already come into existence, which remains outstanding and could be accepted by a third party.

 

18.3         Effect of the Transaction Documents

 

The preparation and execution of and compliance with the terms of this Agreement and the other Transaction Documents do not and will not:

 

18.3.1                  conflict with or result in a breach of the terms of any Material Contract, cause any Group Company to lose the benefit of any right or privilege it presently enjoys under any Material Contract or so far as the Seller is aware (without having made any enquiry of the counterparties) cause any person who normally does business with the Group Company under any Material Contract not to continue to do so on the same basis as previously;

 

18.3.2                  relieve any person of any obligation under a Material Contract to any Group Company or enable any person to determine such obligation or any right or benefit under a Material Contract enjoyed by such Group Company or to exercise any right under a Material Contract with such Group Company; or

 

18.3.3                  result in any present or future indebtedness of any Group Company becoming due or payable or capable of being declared due and payable prior to its date of maturity.

 

18.4         Agency and distribution agreements

 

Except for contracts to be terminated as part of the Restructuring, no Group Company is a member of, or party to, any partnership, joint venture, consortium, agency or distributorship or any other arrangement in the nature of the foregoing, pursuant to which such Group Company’s freedom to purchase and supply goods and services from and to any person and to carry on its business in any part of the world is materially affected or restricted.

 

18.5         Customer contracts

 

True and complete copies of the standard forms of customer contracts used by any Group Company are Disclosed.

 

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18.6         Ultra xxxxx

 

So far as the Seller is aware, none of the contracts of any Group Company is ultra xxxxx, unauthorised, invalid or unenforceable.

 

19.          Employees

 

19.1         Particulars of Employees

 

The Disclosure Documents incorporate a Schedule which comprises a true and accurate list of all Employees as at the date of this Agreement containing their dates of birth, the date on which they commenced continuous employment with the Group or the Seller Group, whether they are permanent, part-time or fixed term employees and all their terms and conditions in respect of remuneration and other benefits provided or which the Group or the Seller Group is bound to provide to each such person.  In addition, the Disclosure Documents contain complete copies of all standard terms of employment, staff handbooks and the rules of all applicable bonus, profit sharing and employee share ownership/option schemes.

 

19.2         Terms and conditions of employment

 

In all material respects, details of the terms and conditions of employment (whether contractual or discretionary, express or implied) of the Employees are Disclosed including without limitation:

 

19.2.1                  any written service agreement, employment contract or offer letter, and any statement of terms and conditions of employment and staff handbook and any other policies and procedures applying to the Employees;

 

19.2.2                  particulars of all part-time or job share working arrangements;

 

19.2.3                  the bonus, commission and profit sharing arrangements of each Employee;

 

19.2.4                  any consents by each Employee to work more than 48 hours a week; and

 

19.2.5                  disciplinary or grievance procedures, and any procedures to be followed in the case of redundancy or dismissal, including in the case of redundancy any redundancy scheme or formula applied by the Seller since 1 January 2000 in making payments in excess of the statutory entitlement (whether contractual or discretionary).

 

19.3         Trade Unions

 

Details of the trade unions recognised by the Group (or by a Seller Group Undertaking in relation to any of the Employees) and the collective bargaining agreements to which any Group Company (or by a Seller Group Undertaking in relation to any of the Employees) is a party are set out in the Disclosure Documents.  To the best of the Seller’s information and belief, there are no collective agreements or arrangements (for the avoidance of doubt as distinguished from collective bargaining agreements) or any decisions, proposals or recommendations of any court, tribunal or industrial relations body which govern the relationship between the Group and any trade union or which alter the terms of the contracts of employment which have been Disclosed.  No Group Company has received notice of any pending claims for recognition by any other trade union.

 

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19.4         Trade disputes

 

No Group Company nor any Seller Group Undertaking is currently involved in any trade dispute with any recognised trade union in relation to any of the Employees.  For the purposes of this warranty, “trade dispute” means any dispute in respect of a number of Employees (who are members of a trade union recognised by a Group Company or a Seller Group Undertaking) in respect of which a ballot for industrial action has been conducted or threatened and which is material.

 

19.5         Directors etc

 

No present director of a Group Company or Senior Employee has given or received notice terminating his employment except as expressly contemplated under this Agreement and Completion will not entitle any such director or Senior Employee to trigger any entitlement to a contractual severance payment or liquidated damages.

 

19.6         Payments in relation to changes to terms and conditions, termination etc

 

No payment has been made or promised to any of the Employees in connection with this Agreement by the Group or the Seller Group in connection with the actual or proposed variation or termination of any contract of employment.  Except as provided for in this Agreement, neither the Group nor the Seller Group has made or promised in writing to make any payment to or provided or agreed, in writing, to provide any benefit or change in terms and conditions for, any Employee in connection with this Agreement.

 

19.7         Legal claims

 

No Group Company or Seller Group Undertaking is a party in any current legal proceedings (including arbitration or any hearing before any official body) brought and served by any of the Employees for breach of contract or unlawful discrimination (including equal pay) or other breach of individual or collective statutory employment/labour law and so far as the Seller is aware no such proceedings are pending or have been threatened.

 

19.8         No change in employment terms

 

19.8.1                  Save as a result of collective bargaining and save for any pay increases not subject to collective bargaining and for promotions, no change has been made to any term or condition of employment of any Employee without his or her consent in the 12 month period ending on the date of this Agreement.

 

19.8.2                  Save for the Q&A document provided by the Seller to the Employees or their trade union/representatives on or around 21 October 2004, neither the Seller nor any Group Company has made any written representation or written statement to any of the Employees concerning employment with the Purchaser.

 

19.9         No guaranteed increase

 

Other than under the Irish National Social Partnership Agreement, Sustaining Progress, no Employee has been promised any guaranteed increase in basic salary or other benefits and there is no agreement with any Employee to increase his or her basic salary or any other benefits at a date in the future.

 

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19.10       Share scheme

 

Other than as Disclosed, there are no share schemes (whether contractual or discretionary) applicable to any of the Employees.

 

19.11       Long-term absence

 

Full details of all Employees who are absent from work (whether on maternity leave, unpaid leave, long-term sickness or otherwise) have been Disclosed.

 

19.12       Permanent health insurance

 

No Employee is receiving any permanent disability benefit or to the best of the Seller’s information and belief, has made a claim in respect of such benefits in relation to any permanent health insurance scheme or had such a claim refused by the Seller or any Group Company or the relevant insurance company.

 

19.13       Health & safety

 

Full details of all health and safety policies and procedures, health and safety committees, and any formal complaints, recommendations, or investigations by any competent statutory body or current or ongoing claims relating to health and safety issues made or undertaken in the last five years and affecting the Employees have been Disclosed.

 

19.14       Equal opportunities

 

Full details of all equal opportunities policies and procedures and any formal complaints, recommendations, investigations in relation thereto by any competent statutory body or current or ongoing claims made or undertaken in the last five years relating to discrimination on the grounds of sex, race, disability, marital status, family status, sexual orientation, religion, age or membership of the traveller community or equal pay or equal treatment and affecting the Employees have been Disclosed.

 

19.15       Personnel Records

 

To the best of its information and belief, the Seller or a Group Company has in its possession complete and accurate records regarding the employment of the Employees, including records of all disciplinary warnings, hearings and other such matters, which records are easily accessible and in a form which can be passed to the Purchaser at Completion.

 

19.16       Fair Employment

 

The relevant Group Companies and the relevant Seller Group Undertakings (each an “Employer Company” and together the “Employer Companies”) have complied with the Fair Employment and Treatment (Northern Ireland) Order 1998 (the “Fair Employment Order”) in all respects and in particular:

 

19.16.1            each Employer Company has registered with the Equality Commission in accordance with Article 48 of the Fair Employment Order;

 

19.16.2            each Employer Company has filed appropriate monitoring returns with the Equality Commission within the prescribed time-limits and the Equality Commission has not rejected these or required further information;

 

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19.16.3            each Employer Company has conducted a review of its employment practices within the last three years in accordance with Article 55 of the Fair Employment Order;

 

19.16.4            each Employer Company maintains proper records of employees and applicants as required by the Fair Employment Order and have proper systems for ensuring that the information is not misused in any way that contravenes the Fair Employment Order;

 

19.16.5            the Equality Commission has not made any recommendation, direction or notice under Articles 56-61 of the Fair Employment Order to any Employer Company;

 

19.16.6            no Employer Company is in default nor an unqualified person as defined in Article 62 of the Fair Employment Order;

 

19.16.7            no Employer Company has received any notification from the Equality Commission or elsewhere that any of their suppliers is an unqualified person as defined by Article 62 of the Fair Employment Order; and

 

19.16.8            save as Disclosed, no Employer Company has been notified by the Equality Commission of any complaint made against them to the Fair Employment Tribunal within the last twelve months, no questionnaire has been issued to any of the Employer Companies in accordance with the Fair Employment Order within the last twelve months and there is no case outstanding with the Fair Employment Tribunal in which any of the Employer Companies is involved or on appeal from it.

 

19.17       Discrimination

 

The Seller is not aware of any actual, threatened or potential claim to be made against it or any Group Company arising out of the provisions in respect of goods, services and facilities contained in the Fair Employment and Treatment (Northern Ireland) Order 1998, the Race Relations (Northern Ireland) Order 1997, the Sex Discrimination (Northern Ireland) Order 1976 or the Disability Discrimination Xxx 0000.

 

20.          Pension Schemes

 

20.1         Benefits

 

**Other than the Pension Schemes, and save as provided in Schedule 8, no Group Company is or has been a party to any agreement or arrangement for the provision of pensions, allowances, lump sums or other like benefits on retirement or death or permanent health insurance scheme for the benefit of any current or former employee of the Group or their dependants, nor has any Group Company provided or promised to provide any ex-gratia pensions, lump sums or like benefits for any current or former Group Employees of the Group or any of their dependants.  In particular, there is no obligation to pay contributions to any personal pension schemes or personal retirement savings accounts in respect of any such employee.

 

20.2         Particulars of Pension Schemes

 

20.2.1                  Full particulars of the NBPS, the NIBPS, the NDCS,  the Price FURBS, the Xxxxx FURBS, the NEDRBS, the WFOBBC and the NBSPF have been Disclosed, such particulars being true, complete and not misleading.  The particulars include a true and complete copy of the trust deed and rules, booklets

 

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and any subsequent announcements to schemes members, details of members (including contributions payable by members and employer), details of all discretionary policies and practices, current investments, latest scheme accounts and trustee reports, latest actuarial valuation, latest schedules of contributions and payment schedules (as applicable) and evidence of scheme approval.

 

20.2.2                  **In addition, sufficient particulars of the other Pension Schemes have been Disclosed to enable the Purchaser to establish with certainty the benefits to be provided for and in respect of the Transferring Members (as defined in Schedule 8) following the transfers envisaged by paragraph 2.2 of Schedule 8.  The benefits of such Transferring Members in respect of service after 1 August 2004 are the same as under the NBPS.

 

20.3         Contributions and debts

 

**All contributions to the Pension Schemes which are due have been paid by the due date for payment (and, in respect of the NIBPS, at the rate and at the times recommended by the scheme actuary).  In respect of any Employee (other than a member of the NBPS or the NIBPS) who is covered for lump sum death benefits, those benefits are fully insured and all premiums payable have been paid.  Further, save as provided in Schedule 8, no event has occurred which could lead or has led to a debt under s75 (or s75A) Pensions Xxx 0000 or Article 75 of the Pensions (Northern Ireland) Order 1995 being imposed on, or to a contribution notice or restoration order under the Pensions Xxx 0000 (or corresponding legislation in Northern Ireland, whether enacted now or in the future) being served on, any Group Company.

 

20.4         Inland Revenue approval

 

**The NBPS and the NDCS are approved by the Board of Inland Revenue for the purposes of Chapter I of Part XIV of UK TA and the NIBPS is approved by the Revenue Commissioners for the purposes of Chapter 1 of Part 30 of the ITA.  The NBPS, NDCS, NIBPS, NEDRBS, the Price FURBS, the Xxxxx FURBS, WFOBBC and the NBSPF have at all times complied with and been administered in accordance with the provisions of all relevant statutes, regulations and requirements (including without limitation their own trust documents).  The 2001 actuarial valuation of the NBPS makes full allowance for any claims under the case of Xxxxxxxx Xxxxxx v. Northern Bank Ltd.

 

20.5         Claims

 

**There are no claims or actions in progress or pending, nor so far as the Seller is aware any reason for such claims or actions, in respect of the NBPS, NDCS, NIBPS, the Price FURBS, the Xxxxx FURBS, the NEDRBS or the WFOBBC or (to the extent that they could affect any obligation of the NBPS, of the NIBPS or of the New DC Scheme (as defined in Schedule 8) after the transfers envisaged in Schedule 8) any other Pension Schemes.

 

20.6         Changes

 

**No plan, proposal or intention to amend, discontinue (in whole or in part) or exercise a discretion in relation to the NBPS, the NIBPS, the NDCS, the Price FURBS, the Xxxxx FURBS, the NEDRBS or the WFOBBC has been communicated to members of such schemes.

 

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20.7         Discretionary benefits

 

**In relation to the NBPS no promise has been made to members of that scheme, whether legally binding or otherwise, to continue to increase pensions in respect of service before 6 April 1997.  In relation to the NIBPS, no promise has been made to members of that scheme (save in respect of those members who were members of the National Irish Investment Bank Pension Scheme on 1 January 1992), whether legally binding or otherwise, to continue to increase pensions.

 

20.8         Other Schemes

 

No Group Company participates in or has ever participated in any pension scheme other than the NBPS, the NIBPS, the NDCS, the Price FURBS, the Xxxxx FURBS, the NEDRBS, the WFOBBC or the NBSPF.

 

20.9         Defined benefits schemes

 

In relation to each Pension Scheme which is a defined benefit scheme:

 

20.9.1                  so far as the Seller is aware the information supplied to the actuary for that Pension Scheme for use in preparing the valuations and any supplementary actuarial advice contained in the Data Room concerning the funding of that Pension Scheme was complete and accurate in all material respects;

 

20.9.2                  so far as the Seller is aware there have been no redundancy exercises, block transfers or unfunded augmentations which have caused or materially contributed to any substantial deterioration in the level of funding of the Pension Scheme since the date of such valuation.

 

21.          Intellectual Property

 

21.1         Relevant IP

 

21.1.1                  Schedule 2 contains complete and true particulars of all Registered IP which is owned by the Group.

 

21.1.2                  **All Registered IP listed in Schedule 2 is solely, legally and beneficially owned by a Group Company.  All other Relevant IP is either owned by a Group Company or used or exploited by the Group under licence from a third party.

 

21.1.3                  **Other than as provided for in the Transaction Documents, the Intellectual Property owned by or licensed to the Group comprises all of the Intellectual Property required by the Group to continue carrying on the Business following Completion in all material respects in the manner carried on in the ordinary course prior to Completion.

 

21.1.4                  Details of all material licences of Relevant IP either granted by third parties to the Group or relating to the Business have been Disclosed (other than any licences for the use of standard packaged commercially available software).  No Group Company which is party to any such licence has done or omitted to do anything which constitutes or has been alleged to constitute a breach of, or permits termination of, any of the same.  No notice to terminate any such licence has been given or threatened by or to any Group Company.

 

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21.2         Contested ownership

 

The Group has not received notice of any claim, dispute, opposition, interference or contested ownership in relation to any Relevant IP owned by the Group.

 

21.3         Third party rights

 

**The Group has not authorised or otherwise permitted any use whatsoever of any Relevant IP or granted to any third party any right or interest in respect of it.  None of the Relevant IP has been charged, mortgaged, licensed or otherwise encumbered by any Group Company.

 

21.4         Infringement

 

So far as the Seller is aware, in the period commencing three years before the date of this Agreement, there has been, and there currently is, no actual or anticipated infringement by any third party of any Relevant IP owned by the Group.

 

21.5         Infringement by the Group

 

So far as the Seller is aware, no part of the Business infringes any Intellectual Property of any other person.

 

21.6         Payment of fees

 

All application, registration and/or renewal fees due in respect of all of the Registered IP owned by the Group have been paid up to date.

 

21.7         Validity

 

In the period commencing three years before the date of this Agreement, no claims have been made nor any proceedings commenced or threatened which impugn (or which would if successful impugn) the validity, enforcement or subsistence of any Registered IP owned by the Group.

 

21.8         Confidential information of the Group

 

21.8.1                  **The Group has not disclosed and is not obliged to disclose any confidential information relating to or used in the Business to any person, other than pursuant to written obligations of confidence entered into in the ordinary course of its business, or otherwise in the ordinary course of business.

 

21.8.2                  So far as the Seller is aware:

 

(a)           all written confidential information used by the Group or otherwise in its possession is in its lawful possession and under its sole control;

 

(b)           no such confidential information is in the unauthorised possession or use of any third party; and

 

(c)           no person to whom any confidential information has been disclosed by the Group has breached or threatened to breach any obligations of confidence or other obligations imposed on it.

 

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22.          Information Technology

 

22.1         Performance of IT Systems

 

**All IT Systems are in good working order and function in accordance with all material applicable specifications.  The Business has not been adversely affected by any part of the IT Systems materially failing to function during normal working hours during the period commencing two years before the date of this Agreement.

 

22.2         Livelink

 

**All Intellectual Property rights and other rights in the Livelink system are legally and beneficially owned by a Group Company or properly used under licence free from any Encumbrance.

 

22.3         Ownership

 

**The hardware and equipment comprised in the IT Systems and the associated documentation are legally and beneficially owned by a Group Company or are properly used by a Group Company under licence or lease from a third party.

 

22.4         Maintenance and support contracts

 

There are in force maintenance or support contracts for all items of computer hardware, software (including operating systems) and information technology comprised in the IT Systems which are not maintained in-house for which maintenance or support contracts should in accordance with good business practice be in place.  The Seller has not received any notice (from any relevant supplier) that, because of the obsolescence of any of the hardware, software (including operating systems) and information technology comprised in the IT Systems, material changes will need to be made to those maintenance and support contracts upon the next renewal of such contracts.

 

22.5         Back-ups and disaster recovery

 

The Group takes steps in accordance with current banking industry standards to back-up electronically stored records, data and information used by the Group Companies in relation to the IT Systems.  The Group has disaster recovery arrangements in relation to the IT Systems in the manner Disclosed.

 

22.6         Viruses and security

 

**The Group takes reasonable precautions in line with current banking industry standards to:

 

22.6.1                  prevent the IT Systems from being affected by any computer virus or similar harmful code; and

 

22.6.2                  maintain the security of the IT Systems and prevent them from being accessed or interfered with by any unauthorised person.

 

22.7         Not aware of computer fraud affecting Group

 

The Seller is not aware of any fraud having been committed against any Group Company by use or abuse of its computer systems whether alone or in conjunction with any other person during the period commencing six years before the date of this Agreement.

 

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22.8         No notice of breach of the Data Protection Legislation

 

**The Group has complied with all mandatory requirements of the UK Data Protection Xxx 0000 and the Irish Data Protection Acts 1988 and 2003 and all other applicable regulations relating to data protection made pursuant to such Acts (“Data Protection Legislation”) during the period commencing six years before the date of this Agreement.

 

22.9         No notice of breach of the Data Protection Legislation

 

No Group Company has received any notice, letter or complaint alleging a breach by it of the Data Protection Legislation, and the Seller is not aware of any existing circumstances which are likely to give rise to such a notice, letter or complaint.

 

22.10       Euro compliance

 

The IT Systems will continue to be and have at all times in the period commencing two years before the date of this Agreement been Euro compliant in that they (i) correctly process, calculate, display and output financial data denominated in Euros separately or in conjunction with other currencies where required without material diminution in performance; and (ii) make conversions between other currencies and the Euro in accordance with the conversion and rounding rules specified in Council Regulation 1103/97 of 17 June 1997.

 

23.          Properties

 

In this paragraph 23 clause 1.3 shall be of no effect

 

23.1         The Properties

 

The Properties comprise all the land owned, controlled, used or occupied by the Group and all the estates, interests or rights vested in the Group relating to such land, at the date of this Agreement.

 

23.2         No liability

 

No Group Company has any liability (whether actual, contingent or otherwise) as tenant, assignee, guarantor, covenantor or otherwise arising from or relating to any estate, interest or right in any land other than the Properties.

 

23.3         Title

 

A Group Company is legally and beneficially entitled to each Property for the estate or interest set out in the Property Schedules.

 

23.4         Existing use

 

The present use of each Property is for the purpose referred to in column AW of the “NB Freehold”, “NB Leasehold”, “NIB Freehold” and “NIB Leasehold” tabs of the Property Schedules and so far as the Seller is aware such use has been the use of the Property since a Company obtained an interest in the Property and so far the Seller is aware has not been challenged by the relevant local planning authority since a Company obtained an interest in the Property.

 

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23.5         Occupiers

 

A Group Company is in actual occupation of the Properties on an exclusive basis and no person, other than a Group Company, has any right (actual or contingent) to possession, occupation or use of or interest in the Properties.

 

23.6         Leases etc

 

23.6.1                  No Group Company has received notice of material breach of a lease, underlease or tenancy thereof, and there has been no material breach of any covenants, restrictions and conditions concerning the Properties.

 

23.6.2                  In respect of all leases held by the Group there are no rent reviews currently in progress and where the current annual rent is not the same as the annual rent reserved by the lease under which a Property is held, evidence of its agreement or determination has been placed with the documents of title for that Property.

 

23.6.3                  There are no circumstances currently in existence which would entitle or require any person to exercise (without any opportunity to obtain relief) any power of entry upon or of taking possession of any of the Properties or which would restrict or terminate the continued possession or occupation of any of the Properties.

 

23.6.4                  There is no claim by the Group pending with any landlord or superior landlord

 

23.7         Access

 

Each of the Properties enjoys a right of access and egress over roads and footpaths which have been adopted by the relevant statutory authority and are maintained at the public expense or if they have not been so adopted from part of a managed property over which a Group Company enjoys rights of access and egress.

 

23.8         No outgoings

 

The Properties are not subject to the payment of any unusual outgoings.

 

23.9         Notices and Orders

 

No Group Company is aware of any threatened or outstanding notice order or certificate (whether issued under or pursuant to any statute or regulation or otherwise howsoever arising) in relation to or affecting any of the Properties or any part thereof (including any closing order, demolition order, clearance order, special amenity order, preservation order, conservation order, enforcement notice, derelict site notice, improvement notice or prohibition notice or any notice relating to the Properties or the use thereof) and so far as the Seller is aware there are no circumstances which may give rise to any such notice order or certificate.

 

23.10       No compulsory purchase orders

 

So far as the Seller is aware, there are no compulsory purchase notices, orders or resolutions affecting the Properties.

 

23.11       Possession of deeds

 

Each Group Company has in its possession or under its control all duly stamped deeds and documents which are necessary to prove title to the Properties in which that Group Company owns.

 

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23.12       No dealings at an undervalue

 

There has been no dealing with any of the Properties other than at arm’s length and in particular no dealing at an undervalue which might give rise to a claim for setting aside.

 

23.13       Property Valuations

 

Property valuations (“Independent Valuations”) have been carried by independent third party valuers in relation to each of the Properties.  The Independent Valuations were carried out between May 2004 and July 2004.  The summary property valuations at documents 3.3.12 and 3.3.13 on the Data Room Index have been prepared by the Seller on the basis of information contained in the Independent Valuations.

 

24.          Upside loans

 

No loan made by any Group Company is affected by the provisions of s3 of Partnership Xxx 0000.

 

25.          Information

 

25.1         Quality of information

 

The information set out in the documents listed in, and the answers to questions in the master question and answer sheet dated 13 December 2004, in each case as set out in Schedule 13 is accurate and not misleading.  Insofar as any such information amounts to a forecast or an expression of opinion, intention or expectation, such information is fair and honest and made on reasonable grounds.

 

25.2         Nothing omitted from Disclosure Letter

 

There is no fact not Disclosed of which the Seller is aware which relates to the matters referred to in clause 8.7, which renders any information given to the Purchaser or its professional advisers by the Seller, the Group Companies or their respective professional advisers incomplete, inaccurate or misleading or the disclosure of which might reasonably be expected to affect the willingness of a willing purchaser to purchase the Shares on the terms (including price) of this Agreement.

 

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Part 2
Taxation Warranties

 

1.             General

 

1.1           Payment of Tax

 

**Each Group Company has duly paid all Taxation which it is or has been liable to pay or account for.

 

1.2           Returns etc

 

1.2.1                        **In the past six years, all notices, returns, computations and registrations of each Group Company required for the purposes of Taxation have been made.  All claims and disclaimers which have been assumed to be made for the purposes of the Company Accounts, the NB Account and the NIB Accounts have been duly submitted.

 

1.2.2                        None of the notices, returns, computations and registrations of each Group Company required for the purposes of Taxation in the past six years is the subject of any dispute with any Taxation Authority.

 

1.3           Visits etc

 

1.3.1                        No Group Company has been subject to any non-routine visit, audit, investigation, discovery or access order by any Taxation Authority during any accounting period ending on or within six years before the Last Balance Sheet Date.

 

1.3.2                        The Seller is not aware of any planned non-routine visit, audit, investigation, discovery or access order.

 

1.4           Concessions

 

Except as Disclosed, the amount of Taxation chargeable on the Group during any accounting period ending on or within six years before the Last Balance Sheet Date has not to any material extent depended on any concessions, agreements or other formal arrangements with any Taxation Authority.

 

1.5           Tax avoidance

 

No Group Company has during the last six years entered into or been a party to any schemes or arrangement of which the main purpose, or one of the main purposes, was the avoidance of or the reduction in or the deferral of a liability to Taxation.

 

1.6           Section 765 UK TA

 

Since 30 October 1987, no Group Company has without the prior consent of HM Treasury carried out or agreed to carry out any transaction under section 765 UK TA which would be unlawful in the absence of such consent and has, where relevant, complied in all material respects with the requirements of section 765A(2) UK TA (supply of information on movement of capital within the EU) and any regulations made or notice given under it.

 

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1.7           Records

 

1.7.1                        Either the Group or the Seller Group has sufficient records relating to past events to permit accurate calculation of the Taxation liability or relief which would arise upon a disposal or realisation on Completion of each material asset first acquired by any Group Company after 30 October 1987 and owned by a Group Company at the Last Balance Sheet Date.

 

1.7.2                        **Either the Group or the Seller Group has sufficient records relating to past events to permit accurate calculation of the Taxation liability or relief which would arise upon a disposal or realisation on Completion of each material asset acquired by a Group Company since the Last Balance Sheet Date but before Completion.

 

1.7.3                        **So far as the Seller is aware, either the Group or the Seller Group have in their possession and under their control all records and documentation which each Group Company is obliged to hold, preserve and retain under Taxation Statute.

 

1.8           Residence for Taxation purposes

 

**Each Group Company is and has always been resident for Taxation purposes in its country of incorporation and will remain so at the Completion Date and has never been regarded as being resident outside its country of incorporation.

 

1.9           Transfer pricing

 

**No company in the NIB Group is a party to any transaction or arrangement under which it may be required to pay for any asset or services or facilities of any kind an amount which is in excess of the market value of that asset or services or facilities or shall receive any payment for any asset, services or facilities of any kind that it has supplied or provided or is liable to supply or provide which is less than the market value.

 

1.10         PAYE

 

**In the last six years, each Group Company has, in all material respects, properly operated the PAYE or ITIP system deducting and accounting for income tax, pay related social insurance and national insurance and maintaining records as required by law.

 

1.11         DIRT

 

In relation to each company in the NIB Group, all disputes and enquiries in relation to DIRT for periods ended on or prior to 31st December 2003 have been settled with the relevant Taxation Authority and no company in the NIB Group has any outstanding liability to DIRT in respect of any periods ended on or prior to 31st December 2003.

 

1.12         Indemnities

 

No Group Company is a party to any subsisting indemnity, covenant, guarantee or charge pursuant to which it may be liable to make a payment of or in respect of a Tax liability of any other person (other than any other Group Company).

 

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2.             Corporation tax

 

2.1           Share capital

 

No Group Company has at any time during the last six years repaid, redeemed or repurchased or agreed to repay, redeem or repurchase or granted an option under which it may become liable to purchase any shares of any class of its issued share capital, nor has any Group Company after that date capitalised or agreed to capitalise in the form of shares or debentures any profits or reserves of any class or description or otherwise issued or agreed to issue any share capital other than for receipt of new consideration (within the meaning of Part VI UK TA or Part 6 ITA), or passed or agreed to pass any resolution to do so.

 

3.             Groups of companies

 

3.1           No gain, no loss

 

**So far as the Seller is aware, the execution or completion of this Agreement or any other event since the Last Balance Sheet Date will not result in any chargeable asset being deemed to have been disposed of and reacquired by the Group for Taxation purposes pursuant to s 178 or 179 TCGA or s 623 or 625 ITA (or equivalent legislation).

 

3.2           Group Relief

 

In the last six years, no Group Company has entered into any arrangement for the surrender of Group Relief to any company in the Seller Group other than as set out in Schedule 2 and Schedule 3 to the Group Relief Agreement.

 

4.             Close companies

 

No Group Company has at any time during the six years ended at the Last Balance Sheet Date been a close company within the meaning of sections 414 and 415 UK TA or Section 430 ITA.

 

5.             VAT

 

5.1           NB Group

 

**Each company in the NB Group required to be registered for VAT purposes is included in a group registration (the “NB VAT Group”) within the meaning of section 43 VATA.  In the last six years, the representative member of the NB VAT Group has in all material respects made, given, obtained and kept adequate records, invoices and other documents required for VAT purposes and is not to any material extent in arrears with any payment or returns due under VATA and has not been required by HM Customs & Excise to give security under paragraph 4 of Schedule 11 VATA.

 

5.2           NIB Group

 

5.2.1                        **Each company in the NIB Group required to be registered for VAT purposes is included in a group registration (the “NIB VAT Group”) within the meaning of Section 8(8) the Irish VAT Act.  In the last five years, the group remitter of the NIB VAT Group has in all material respects made, given, obtained and kept adequate records, invoices and other documents required for VAT purposes and is not to any material extent in arrears with any payment or returns due for VAT purposes and has not been required by any Taxation Authority to give security in respect of any VAT.

 

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5.2.2                        **The NIB VAT Group Companies have correctly accounted for any VAT that would arise on services received by them which fall within the Fourth Schedule of the Irish Value Added Tax Act and which are regarded as having a place of supply in Ireland.

 

5.3           Reverse charge

 

**Each company in the NB Group and the NIB Group has correctly accounted for VAT on all international services supplied to it.

 

5.4           Capital goods schemes

 

No Group Company owns or has at any time within the period of ten years preceding the date of this Agreement owned any assets which are capital items subject to the Capital Goods Scheme under Part XV of the VAT Regulations 1995 (or equivalent non-UK legislation).

 

6.             Stamp duty and stamp duty land tax

 

6.1           Stamp duty

 

6.1.1                        **All material documents to which any Group Company is a party and upon which any Group Company must rely in order to prove title to any asset or to enforce any right and upon which stamp duty is payable, have been duly stamped.

 

6.1.2                        **Each Group Company has complied with the obligations imposed on it under Section 123 (Cash cards), Section 123A (Debit cards), Section 124 (Credit cards and charge cards), Section 126 (Certain statements of interest) and Section 126A (Levy on certain financial institutions) of the Irish Stamp Duty Consolidation Xxx 0000.

 

6.2           Stamp duty land tax

 

So far as the Seller is aware, no Group Company will be required to file any land transaction return with a Taxation Authority, nor to make any payment of stamp duty land tax, on or after Completion in respect of any chargeable interest acquired or held by or on behalf of it on or before Completion other than as a consequence of a future abnormal rental increase or any other transaction or act occurring after Completion.

 

6.3           Relief

 

No Group Company has made any application for relief or exemption from stamp duty (since 24 April 2002) or from stamp duty land tax (since 1 December 2003) in respect of an interest in or over land for which such Group Company is or may become liable to pay stamp duty by virtue of section 111 or 113 or paragraph 8 of schedule 34 or paragraph 9 of schedule 35 to Finance Xxx 0000 or stamp duty land tax by virtue of paragraphs 3, 5, 9, 11 or 12 of schedule 7 to the Finance Xxx 0000.

 

For the purposes of this Part 2 of Schedule 6 (Taxation Warranties), any reference to “six years” shall, in the case of any Group Company which is a member of the NIB Group, be construed as a reference to “five years”.

 

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Schedule 7
Limitation of liability

 

1.             General

 

1.1           Subject to paragraph 1.3, the provisions of this Schedule shall operate to limit the liability of the Seller and each Seller Group Undertaking under and in respect of the provisions of the Warranties, the Tax Deed (in addition to the limitations set out in that document), all other provisions of this Agreement and the other Transaction Documents (other than the Transitional Services Agreement and, having regard to clause 7.3, the NIB Investigations Deed).  Expressions defined in the Tax Deed shall, where the context so requires, have the same meanings in this Schedule.

 

1.2           In this Schedule:

 

“Asbestos Claim” means any claim against the Seller for breach of the Environmental and Health and Safety Warranties arising out of Asbestos;

 

“Environmental and Health and Safety Claim” means any claim against the Seller for breach of any Environmental and Health and Safety Warranty;

 

“Environmental and Health and Safety Warranties” means the Warranties set out in paragraph 11 of Part 1 of Schedule 6;

 

“Indemnity Claim” means any claim against the Seller under any of the indemnities or covenants to pay set out in this Agreement.  For the avoidance of doubt, this does not include the Tax Deed;

 

“NAGE Employment Claim” means a claim under the covenant to pay set out in clause 12.1.3(a);

 

“Relevant Claim” means any claim against the Seller or any other Seller Group Undertaking for breach of or arising out of any of the Transaction Documents (other than the Transitional Services Agreement and the NIB Investigations Deed) (and references to the Seller in paragraphs 8, 9, 10 and 11 shall include a reference to any other Seller Group Undertaking);

 

“Tax Claim” means a claim against the Seller for breach of any Tax Warranty or a claim against the Seller under the Tax Deed;

 

“Warranty Claim” means a claim against the Seller for breach of any Warranty.

 

1.3           Paragraphs 4.2, 7 to 9, 11 and 12 shall not apply to any Tax Claim and references in those paragraphs to a Relevant Claim shall be interpreted accordingly.  All Tax Claims shall be subject to the provisions of the Tax Deed.

 

2.             Disclosure

 

2.1           The Seller shall not be liable in respect of a Warranty Claim or a NAGE Employment Claim to the extent that its subject matter arises from or consists of any fact, matter or circumstance which has been Disclosed to the Purchaser.

 

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2.2           When it has been Disclosed that Asbestos is present within any real estate owned, leased or occupied by the Group Company, it is agreed that no Seller Group Undertaking shall have any liability in respect of any costs of removal or remediation of that Asbestos.

 

3.             Minimum and Maximum Claims

 

3.1           The Seller shall not be liable in respect of any individual Warranty Claim unless the amount that would otherwise be recoverable from the Seller in respect of such Warranty Claim exceeds £1 million.  For the purposes of this paragraph where more than one Warranty Claim relates to the same subject matter then for the purpose of this paragraph 3.1 these claims may be aggregated.  This paragraph shall not apply in relation to the Warranty Claims referred to in paragraph 3.2.1.

 

3.2           The Seller shall not be liable in respect of any Warranty Claim or Warranty Claims unless and until the aggregate amount that would otherwise be recoverable from the Seller in respect of all such Warranty Claims (after giving due effect to paragraph 3.1 above in relation to each Claim) exceeds:

 

3.2.1                        £1 million in the case of each of (1) Asbestos Claims or (2) Warranty Claims in respect of the Warranties set out in the last sentence of paragraph 20.4 of Schedule 6 and (3) Warranty Claims in respect of paragraph 24 of Schedule 6 so that for the avoidance of doubt in order for the Seller to be potentially liable in respect of any Warranty Claim in relation to each such category (1), (2) and (3), the claims within each category must together exceed £1 million in order for claims to be brought under that category; and

 

3.2.2                        with respect to all other Warranty Claims £20 million;

 

whereupon in each case the whole and not just the excess shall be recoverable.

 

3.3           The total aggregate liability of the Seller Group in respect of all and any Warranty Claims shall not exceed £460.6 million.

 

3.4           The Seller shall not be liable in respect of any individual Indemnity Claim unless the amount that would otherwise be recoverable from the Seller in respect of such Indemnity Claim exceeds £50,000 whereupon the whole and not just the excess shall be recoverable.  For the purposes of this paragraph, where more than one Indemnity Claim relates to the same subject matter then for the purpose of this paragraph 3.4 these claims may be aggregated.

 

3.5           The total aggregate liability of the Seller Group in respect of all and any Relevant Claims shall not exceed £967 million.

 

3.6           The Purchaser shall not be liable in respect of any individual claim against the Purchaser under any of the indemnities or covenants to pay set out in this Agreement unless the amount that would otherwise be recoverable from the Purchaser in respect of such claim exceeds £50,000 whereupon the whole and not just the excess shall be recoverable.  For the purposes of this paragraph, where more than one claim relates to the same subject matter then for the purpose of this paragraph 3.6 these claims may be aggregated.

 

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4.             Time Limits

 

4.1           Neither the Purchaser nor any Purchaser Group Undertaking shall be entitled to bring a Warranty Claim or a Tax Claim or an Indemnity Claim unless specific written notice of any Warranty Claim or Tax Claim or Indemnity Claim, setting out the general nature of the claim and the material circumstances giving rise to the claim shall be given by the Purchaser to the Seller in respect of each claim specified in column (1) below, on or before the time period from the date of this Agreement (unless otherwise stated) set against that type of claim in column (2) below:

 

Cl.

 

(1)

 

(2)

 

 

 

 

 

4.1.1

 

any Tax Claim

 

6 years from the end of the accounting period of the Company in which Completion takes place or, in the case of a Tax Claim insofar as it relates to the NIB Group, 4 years from the year of assessment in which the return applicable to the Relevant Claim is lodged.

 

 

 

 

 

4.1.2

 

any Indemnity Claim under clause 8.7, 8.8.1 and 8.8.2

 

7 years

 

 

 

 

 

4.1.3

 

any Environmental and Health and Safety Claim

 

5 years

 

 

 

 

 

4.1.4

 

any other Indemnity Claim

 

3 years

 

 

 

 

 

4.1.5

 

any other Warranty Claim

 

6 months following the end of the accounting period of the Company following the accounting period in which Completion takes place (or, if earlier, 31 March 2007)

 

(the date of expiry of each of these periods being referred to in this Schedule as the “Expiry Date”) and the Seller shall cease to have any liability to the Purchaser or any Purchaser Group Undertaking in respect of all and any Relevant Claims not so notified to the Seller.

 

4.2           Neither the Seller nor any Seller Group Undertakings shall be entitled to bring a claim against any Purchaser Group Undertaking under any indemnity or covenant to pay from any Purchaser Group Undertaking set out in this Agreement (a “Seller Claim”) unless specific written notice of any such Seller Claim, setting out the general nature of the Seller Claim and the material circumstances giving rise to the Seller Claim which are being given to the Purchaser during the period of 3 years from the date of this Agreement (the “Seller Claim Period”) and the Purchaser shall cease to have any liability to the Seller or any Seller Group Undertaking in respect of all and any such Seller Claims not so notified to the Purchaser.

 

4.3           Any Relevant Claim made on or before the Expiry Date shall, if it has not been previously satisfied, settled or withdrawn, be deemed to have been withdrawn and shall be unenforceable on the expiry of the period of twelve months after expiration of the relevant time period set out in paragraph 4.1 above unless proceedings in respect of the Relevant Claim shall have been commenced against the Seller (and for this purpose proceedings shall not be deemed to have been commenced unless they shall have been issued and validly served on the Seller).

 

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4.4                               Any Seller Claim shall, if it has not been previously satisfied, settled or withdrawn, be deemed to have been withdrawn and shall be unenforceable on the expiry of the period of twelve months after expiration of the Seller Claim Period unless proceedings in respect of that Seller Claim shall have been commenced against the Purchaser (and for this purpose proceedings shall not be deemed to have been commenced unless they shall have been issued and validly served on the Purchaser).

 

5.                                      Single Recovery

 

5.1                               The Purchaser is not entitled to recover more than once in respect of any one matter giving rise to a Relevant Claim.

 

5.2                               If in respect of any one matter a Relevant Claim may be made under more than one Transaction Document, then to the extent that the Relevant Claim is satisfied under one Transaction Document, any amount payable under the other Transaction Documents in respect of the same subject matter shall be reduced accordingly and vice versa.

 

6.                                      Reliance

 

The Purchaser acknowledges and declares that in entering into those Transaction Documents to which it is a party, it has not relied and is not relying on any warranties, representations, covenants, undertakings, indemnities, promises, forecasts or other statements whatsoever, whether written or oral (and whether implied or otherwise) (collectively “Representations”), other than those expressly set out in those Transaction Documents and the Purchaser irrevocably and unconditionally waives any right it may have to claim damages for, or to rescind by reason of, any Representation not expressly set out in those Transaction Documents unless such Representation was made fraudulently or where there has been malicious concealment.

 

7.                                      Rescission

 

Save for equitable relief or where specifically provided, the sole remedy against the Seller for any breach of any of the Warranties, any other breach of this Agreement by the Seller or any event giving rise to liability on the Seller under any other Transaction Document, shall be an action for damages.  Except in the event of fraudulent misrepresentation or malicious concealment, no right of rescission shall be available to the Purchaser by reason of any breach of the Warranties or any other provision of this Agreement or any other Transaction Document.

 

8.                                      Specific Limitations

 

8.1                               The Seller shall have no liability in respect of any Warranty Claim or NAGE Employment Claim (and for the purposes of this paragraph 8.1 references to a Warranty Claim shall be treated as including references to a NAGE Employment Claim) if and to the extent that such Warranty Claim (or its subject matter):

 

8.1.1                      (save with respect to Future Environmental Change) occurs or arises or is increased as a result of any legislation not in force at the date of this Agreement or any change of law, regulation, or published administrative practice (including by the Inland Revenue or any other taxing authority), or any change in the rates of

 

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Taxation or the method of applying or calculating the rate of taxation which in each case is not in force at the date of this Agreement;

 

8.1.2                      would not have arisen or occurred but for (or is increased as a result of):

 

(a)                                any voluntary act, event, omission, transaction or arrangement after Completion by any Purchaser Group Undertaking (or on their respective behalves) otherwise than, in the case of any Purchaser Group Undertaking, an act, event, omission, transaction or arrangement that occurs in the ordinary course of its business as carried on prior to Completion or in strict compliance with a legal obligation at Completion or upon instructions of or with the consent of the Seller or where the relevant Purchaser Group Undertaking did not know or could not have reasonably been expected to know such act, event, omission, transaction or arrangement would have caused or increased the amount of any Warranty Claim; or

 

(b)                               any claim, election, surrender or disclaimer made, or notice or consent given after Completion (other than anything the making, giving or doing of which was taken into account in computing any provision for Taxation in the Completion Statement) by any Group Company in connection with the provisions of any enactment or regulation relating to Taxation; or

 

(c)                                any failure or omission by any Group Company to make any claim, election, surrender or disclaimer, or give any notice, or consent or do any other thing, in connection with the provisions of any enactment or regulation relating to Taxation after Completion, the anticipated making, giving or doing of which was clearly and specifically taken into account in computing the provision for Taxation in the Completion Statement;

 

8.1.3                      arises from an act, event, omission, transaction or arrangement of the Seller or any Group Company prior to Completion occurring at the written request or direction of, or with the written consent of, the Purchaser (where the Purchaser knew or understood or ought reasonably to have known or understood that such act, event, omission, transaction or arrangement would give rise to such Warranty Claim);

 

8.1.4                      is a liability which arises directly or indirectly as a result of:

 

(a)                                the payment of any abnormal dividend by any Group Company after Completion;

 

(b)                               the change after Completion of the date to which any Group Company makes up its accounts.

 

8.2                               The Seller shall have no liability in respect of any Relevant Claim to the extent that an Accrual has been made or been taken into account (but only where the Accrual or part of it can be reasonably clearly identifiable as being in relation to a Relevant Claim) in the Completion Statement in respect of the matter to which such liability relates or it is otherwise taken account of, or reflected in, the Completion Statement.  It is agreed that any general Accrual that is not recorded in a Group Company’s books as being referable to the subject matter of any Relevant Claim shall not be taken into account for the purpose of this paragraph 8.2.

 

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8.3                               For the purposes of determining whether the Purchaser is barred by paragraphs 3.1 and 3.2 from recovering in respect of a Relevant Claim, the amount of such Relevant Claim shall be the net amount of the claim after giving effect to the provisions of paragraphs 8.1 and 8.2.

 

9.                                      Recovery

 

9.1                               Where the Purchaser or any Group Company is or may be entitled to recover from some other person (not being a member of the Purchaser’s Group) (including under a policy of insurance) any sum in respect of any matter or event which could give rise to a Relevant Claim but not as a precondition or precursor to bringing a claim, the person so entitled shall use all reasonable endeavours to take appropriate steps to recover that sum (at the Seller’s cost) except where taking such steps would cause real prejudice to the goodwill of the Purchaser, any member of the Group or the Purchaser’s Group (and the Purchaser shall or shall procure that the Seller is kept reasonably and promptly informed of the conduct of such recovery), and any sum recovered will reduce the amount of the Warranty Claim.

 

9.2                               Without prejudice to paragraph 9.1, any amount payable by the Seller shall take into account any deduction in computing gross income or profit by the Purchaser or any Group Company for the purposes of Taxation that arises in relation to the liability which gives rise to a Relevant Claim other than a Tax Claim (a “Deduction”) and any liability of the Seller shall be net of the amount of the Deduction multiplied by the Effective Rate of Corporation Tax for the accounting period in which the relevant payment was made.  For these purposes, “Effective Rate of Corporation Tax” in relation to any accounting period means the time weighted average of the rates of mainstream UK corporation tax or, where applicable, the rates of Irish corporation tax or Danish corporation tax (disregarding the provisions of section 13 and section 13AA UK TA or any equivalent Irish or Danish legislation) for the financial years falling wholly or partly in that period.  If any Deduction is subsequently disallowed then the Seller shall be liable to pay to the Purchaser the additional amount that it would originally have had to pay to the Purchaser had the relevant Deduction not originally been taken into account.

 

9.3                               Without prejudice to the provisions of paragraph 9.1, if the Seller pays to the Purchaser an amount in respect of any Relevant Claim, and the Purchaser or any Group Company subsequently recovers from a third party (including any Taxation Authority) an amount which is referable to the matter giving rise to such Relevant Claim, then:

 

9.3.1                      if the amount paid by the Seller in respect of such Relevant Claim (the “Purchaser Payment”) is more than the Sum Recovered (as such term is defined in paragraph 9.4), the Purchaser shall (or, where appropriate, shall procure that the relevant Group Company shall) immediately pay to the Seller the Sum Recovered; and

 

9.3.2                      if the Purchaser Payment is less than or equal to the Sum Recovered, the Purchaser shall immediately pay to the Seller an amount equal to the amount paid by the Seller,

 

so as to leave the Purchaser, taking into account the amounts received from the third party and from the Seller and those payable to the Seller under this paragraph, in no better or worse position than it would have been in (subject always to the other provisions of this paragraph 9) had the Relevant Claim not arisen, provided that the Purchaser shall only be obliged to make a payment to the Seller to the extent that the sum of the Sum Recovered

 

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plus the Purchaser Payment is more than the full amount of its loss including any deductible.

 

9.4                               For the purposes of this paragraph, the expression “Sum Recovered” means an amount equal to the amount recovered from the third party (and for this purpose, in addition to any cash payment, any payment in kind or discount, credit or similar benefit obtained shall constitute an amount recovered) plus any interest in respect of the amount recovered from the third party, less all reasonable costs and expenses incurred by the Purchaser or (as the case may be) the relevant Group Company in recovering the amount from the third party.

 

9.5                               Nothing in this Agreement is intended to replace or diminish in any way directly or indirectly any insurer’s obligations under any insurance policy or any third party’s obligations.  Accordingly, where, apart from this Agreement, a liability is incurred by any Group Company in respect of which the Group Company is entitled to claim under an insurance policy or to pursue any other recovery action, no provision in this Agreement is to be interpreted as altering that position in any way or derogating in any respect from such insurance claim or recovery action.

 

10.                             Contingent Liabilities

 

10.1                         If any Relevant Claim arises by reason of a liability of any Group Company which is a contingent liability when the Relevant Claim is notified to the Seller, the Seller shall not be obliged to make any payment to the Purchaser until the contingent liability ceases to be contingent and becomes an actual liability and is due and payable.

 

10.2                         So long as any Relevant Claim arising by reason of a contingent liability shall have been notified to the Seller in accordance with paragraph 4.1, paragraph 4.3 shall be amended in relation to such Relevant Claim such that a Relevant Claim shall be deemed to have been made for the purposes of paragraph 4.1 and such Relevant Claim shall only be deemed to have been withdrawn in accordance with paragraph 4.3, if proceedings in respect of the Relevant Claim shall not have been commenced against the Seller on expiration of twelve months after the later of (i) the Relevant Claim ceasing to be a contingent liability or (ii) the expiration of the relevant time period set out in paragraph 4.1.

 

11.                             Notice and Conduct of Claims

 

11.1                         If the Purchaser becomes aware from time to time of any third party claim or potential claim, matter or event which gives rise to a Relevant Claim (a “Third Party Claim”) the Purchaser shall, and shall procure that each relevant Group Company shall:

 

11.1.1                within 14 days of becoming so aware give notice of, and consult with the Seller in respect of, the Third Party Claim; and

 

11.1.2                where the Third Party Claim might give rise to a Relevant Claim that is not solely a Warranty Claim (but not otherwise) and subject to the Seller covenanting to pay the Purchaser an amount equal to all Losses and Expenses suffered or incurred by the Purchaser Group Undertakings as a result of taking any of the following steps:

 

(a)                                if so requested by the Seller, take all reasonable steps or proceedings as the Seller may consider necessary in order to mitigate, avoid, resist, appeal, dispute, contest, remedy, compromise or defend the Third Party Claim and any adjudication in respect of it or enforce against any person (other than the Seller) the rights of the relevant Group Company and the

 

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Purchaser in relation to the matter the subject of the Third Party Claim (save where doing so would be inimical to, or have a material adverse effect on, a trading or regulatory relationship or arrangement);

 

(b)                               at all reasonable times (during normal office hours) allow the Seller and its agents access to and to inspect and take copies of all necessary books, correspondence and records of the relevant Group Company provided that the Seller shall not be entitled to receive copies of or access to any documents where such disclosure would or may lead to the waiving of legal professional privilege in such documents or otherwise cause legal professional privilege enjoyed by the Purchaser or relevant member of the Group to be prejudiced or where the Purchaser or the relevant Group Company owes duties of confidentiality to a third party in respect of such documents;

 

(c)                                use reasonable endeavours to procure that the auditors (both past and present) of the Company and/or the relevant Group Company make available to the Seller and its agents their audit working papers in respect of any audit of the Company’s and/or the relevant Group Company accounts for any relevant accounting period in connection with the claims or action.  Such access shall be required at reasonable times (during normal office hours) and on reasonable notice;

 

(d)                               use all reasonable endeavours (subject to applicable legislation) to procure that the personnel of the relevant Group Company provide statements and proofs of evidence, and to attend at any trial or hearing to give evidence or otherwise, and to provide similar assistance to enable the Seller to mitigate, avoid, resist, appeal, dispute, contest, remedy, compromise or defend any Relevant Claim; and

 

(e)                                except with the Seller’s prior written consent (such consent not to be unreasonably withheld or delayed), not admit liability in respect of, or compromise or settle, the Third Party Claim save where the failure to do so would be inimical to, or have a material adverse effect on, a trading or regulatory relationship or arrangement of the Group.

 

11.2                         Without prejudice to paragraphs 4, 11.1 and 12, if the Purchaser considers that it will or may make a Relevant Claim against the Seller, it shall notify the Seller in writing, giving reasonable particulars of the Relevant Claim, and for a period of 60 days after such notification, shall afford the Seller the opportunity to take steps to remedy the matter giving rise to the Relevant Claim.

 

12.                             Mitigation

 

Without prejudice to its obligations at common law, the Purchaser undertakes to mitigate any loss or damage which it may suffer in consequence of any matter giving rise to a Relevant Claim.

 

13.                             Preservation of records and insurance

 

13.1                         The Purchaser shall and shall procure that each Group Company will preserve all documents, records, correspondence, accounts and other information whatsoever relevant

 

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to a matter which may give rise to a Relevant Claim for so long as any actual or prospective Relevant Claim remains outstanding.

 

13.2                         If at any time after the date this Agreement the Seller wishes to take out insurance against its liabilities in respect of Relevant Claims, the Purchaser shall provide (at the Seller’s cost) such information as any prospective insurer may reasonably require before effecting the insurance.

 

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Schedule 8
Pensions

 

1.                                     In this Schedule the following expressions shall have the following meanings:-

 

“Existing Scheme” means in respect of a Retained Member, the NBPS or NIBPS or in respect of a Transferring Member, a Seller Group Scheme.

 

“New DC Scheme” means the scheme (if any) established by the Seller pursuant to paragraph 6.1.

 

“Receiving Scheme” means in respect of a Retained Member, a Seller Group Scheme or in respect of a Transferring Member, the NBPS or NIBPS.

 

“Retained Members” means such employees who are active members of the NBPS or NIBPS and are to be retained as employees of the Seller Group as may be notified by the Seller to the Purchaser prior to Completion.

 

“Seller Group Scheme” means the National Australia Bank UK Retirement Benefit Plan, the Clydesdale Bank Pension Scheme and the Yorkshire Bank PLC Pension Fund.

 

“Transfer Amount” an amount calculated by the actuary to the relevant Existing Scheme which is calculated on assumptions consistent with the funding basis of the Seller Group Scheme adopted for the actuarial valuations as at 30 September 2004 (provided the assumptions adopted for all the schemes that make up the Seller Group Scheme are the same) to be sufficient to meet the benefits payable under the Existing Scheme to or in respect of the Transferring Members up to the Transfer Date, (for the avoidance of doubt excluding any amount in respect of the lump sum death in service benefits, or the prospective element of the spouse’s death in service pensions or ill health early retirement pensions) taking no account of pensionable service after the Transfer Date, but taking account of future pensionable salary increases after the Transfer Date.  If the same assumptions are adopted for only two of the three schemes that make up the Seller Group Scheme, the amount will be calculated on assumptions consistent with the funding basis adopted for those two.  If different assumptions are adopted for all three schemes, the assumptions adopted for the scheme which will produce neither the largest nor smallest amount will be used for the calculation.

 

“Transfer Date” means a date prior to Completion which is selected by the Seller as at which a Transferring Member’s or Retained Member’s accrual under his or her Existing Scheme terminates.

 

“Transferring Members” means those employees who are active members of a Seller Group Scheme, whether employed by a Seller Group Undertaking or a Group Company, whose contracts of employment are intended to be with the Group on Completion.

 

2.                                     The Seller shall use all reasonable endeavours to procure that prior to Completion: -

 

2.1                               The Transferring Members and Retained Members shall be invited to join a Receiving Scheme for future pensionable service with effect from the Transfer Date and to transfer their accrued rights to benefits under their Existing Scheme to a Receiving Scheme.

 

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2.2                               Subject to the consent of the Retained or Transferring Member concerned, the consent of the Inland Revenue or the Irish Revenue Commissioners (if necessary) and receipt of the Transfer Amount, the Receiving Scheme shall credit benefits for and in respect of the Transferring Members in respect of pensionable service accrued before the Transfer Date which shall be in all material respects so far as practicable identical to those that would have been provided under the Existing Scheme had membership of that scheme continued.

 

2.3                               Transfer payments equal to the Transfer Amount in respect of each Transferring Member or Retained Member who has consented to a transfer shall be calculated and paid from the Existing Scheme to the Receiving Scheme as soon as practicable after the Transfer Date.  In the event that the Trustees of an Existing Scheme fail to pay the Transfer Amount in full by a date selected by the Seller, the Seller shall procure that the relevant company in the Group or the Seller Group shall pay to the Receiving Scheme the difference between the Transfer Amount and the amount actually paid by the Existing Scheme.

 

2.4                               If any Transferring Member or Receiving Member has paid additional voluntary contributions in respect of which benefits are not related to final pensionable earnings, the assets attributable to such Member in accordance with the rules of the Existing Scheme shall be transferred to the Receiving Scheme as soon as practicable after the Transfer Date.

 

3.                                     In the event that any of the actions in paragraph 2 above are not completed prior to Completion, the Seller and the Purchaser shall take all reasonable steps to ensure that such actions are completed as soon as practicable after Completion.

 

4.                                     The Purchaser covenants to pay the relevant Seller Group Undertaking an amount equal to any liability any Seller Group Undertaking may incur under Section 75 of the Pensions Xxx 0000 or Article 75 of the Pensions (Northern Ireland) Order 1995 by reason of the cessation of participation of a Seller Group Undertaking in the NBPS pursuant to the transfer of employment referred to in clause 12 of this Agreement.  For the avoidance of doubt, such covenant to pay shall extend to any contribution notice that may be subsequently issued upon such a company pursuant to the Pensions Xxx 0000 (or pursuant to corresponding legislation in Northern Ireland) in relation to the cessation of participation of the company.  This covenant to pay shall not apply unless all the transfers pursuant to clause 12 of this Agreement and every withdrawal of participation referred to in paragraph 11 have taken effect before 6 April 2005.

 

5.                                     The Seller covenants to pay the relevant Group Company or Purchaser Group Undertaking an amount equal to any liability any Group Company or Purchaser Group Undertaking may incur under section 75 of the Pensions Xxx 0000 or Article 75 of the Pensions (Northern Ireland) Order 1995 by reason of cessation of participation of a Group Company in a Seller Group Scheme.  For the avoidance of doubt, such covenant to pay shall extend to any contribution notice that may be subsequently issued upon the Group or any Purchaser Group Undertaking pursuant to the Pensions Act 2004 (or pursuant to corresponding legislation in Northern Ireland whether enacted now or in the future) in relation to the cessation of participation of the Group Company.

 

6.                                     At the request of the Purchaser:

 

6.1                               The Seller shall take reasonable steps to establish on behalf of the Purchaser (or a Group Company nominated by the Purchaser) a scheme which mirrors the provisions of the

 

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NDCS subject to any changes to the scheme’s administrative provisions (including the amendment power) that the Purchaser reasonably requests, and

 

6.2                               The Seller shall procure that Group Employees, NAGE Employees and Other Employees who are Members of the NDCS immediately before Completion (or at an earlier date chosen by the Seller) shall be offered with effect from any such date membership of the New DC Scheme.

 

7.                                     If the Purchaser shall not have made the request referred to in paragraph 6.1, the Purchaser shall procure that Group Employees, NAGE Employees or Other Employees who are active members of the NDCS immediately before Completion shall be offered with effect from Completion membership of either: -

 

7.1                               A salary related pension scheme which at Completion offers benefits which are at least as favourable in value as may reasonably be expected from the NDCS based on the rate of ordinary contributions paid by the member and employer at Completion; or

 

7.2                               A defined contribution pension scheme which at Completion offers contribution levels by employer and member (ordinary and matching) which are at least as favourable as those which apply at Completion under the NDCS.

 

8.                                     The Seller shall procure that a transfer payment will be made available in respect of the relevant members of the NDCS who join such a scheme referred to in paragraph 6 or 7 above which reflect both employer and member contributions together with their investment return to the NDCS, notwithstanding that benefits may not otherwise vest on cessation of membership.  The Purchaser shall procure that a scheme which complies with paragraph 6 or 7 above shall accept such transfer payments and award benefits on a money purchase basis in respect of the member.

 

9.                                     The Seller covenants to pay every Group Company and Purchaser Group Undertaking an amount equal to any liability or obligation imposed on any of them in respect of a Seller Group Scheme under, or pursuant to, any financial support direction made under the Pensions Xxx 0000 (or corresponding legislation in Northern Ireland).

 

10.                               The Seller covenants to pay every Group Company an amount equal to any liability or obligation imposed on any of them in respect of a Seller Group Scheme, pursuant to any breach of trust, legislation or other regulatory requirement (in each case, occurring before Completion).

 

11.                               The Seller shall procure that any Seller Group Undertaking ceases to participate in the NBPS and NIBPS before 6 April 2005, including giving formal notice to the trustees of such schemes that participation ceases in accordance with any provision in the scheme rules.

 

12.                               If the Purchaser so requests, the Purchaser and Seller shall co-operate as far as necessary to change the principal employer and trustees in relation to, and make any related amendments to, the Price FURBS and the Xxxxx FURBS (and so far as possible to assign any policies of insurance relating to them) so that responsibility for these arrangements shall vest with the appropriate Group Company or Purchaser Group Undertaking.

 

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13.                               For the purposes of any covenant to pay under any paragraph of this Schedule 8, the Purchaser or the Seller (whichever stands to gain from the covenant to pay) shall procure that the relevant Purchaser or Seller Group Undertaking uses all reasonable endeavours (having regard in particular to the magnitude of the sums potentially involved) to:-

 

13.1                         Minimise any payment in respect of which the covenant to pay applies, and

 

13.2                         Obtain the maximum tax relief available to it in respect of the payment to which the covenant to pay applies (in the earliest possible accounting period) and the amount due under the covenant to pay will be reduced (or repaid) accordingly.

 

14.                               The Seller will procure that no Seller Group Undertaking shall promise to any NAGE Employees or Other Employees new or improved relevant benefits (as defined in the UK TA) prior to Completion without the consent of the Purchaser.

 

15.                               The Seller will take all reasonable steps to procure that the NBPS will withdraw from the National Australia Group Pensions Common Investment Fund at a date 6 months after Completion or such other date as may be agreed between the Seller and the Purchaser.  Unless the Purchaser directs otherwise, assets will be transferred from the Common Investment Fund to the NBPS in specie, so far as reasonably possible and where transfer is in specie the assets will represent a reasonable cross-section of assets so far as possible.

 

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Schedule 9
Contracts

 

1.                                    Definitions

 

1.1                               In this Schedule:

 

“Agreed Sharing Basis Costs” has the meaning given to it in paragraph 8.1;

 

“Contracts Management Process” means the process for the management of issues relating to contracts set out in paragraph 7, including the entitlements to decide set out in paragraphs 7.2 and 7.3.

 

“Excluded (No Access) Contracts” means the contracts listed in Appendix 3;

 

“Exclusive Contracts (Group Name)” means the contracts (other than General Group Contracts) that exclusively relate to the Business and that have been entered into by a Group Company and which remain wholly or partly unperformed at Completion, including the contracts listed in Appendix 4 (Part C);

 

“Exclusive Contracts (Seller Name)” means the contracts that exclusively relate to the Business and that have been entered into by one or more Seller Group Undertakings (but not any member(s) of the Group), and which remain wholly or partly unperformed at Completion including the contracts listed in Xxxxxxxxxx 0, 0 xxx 0 (Xxxx X);

 

“Financial Infrastructure Contracts” means the contracts listed in Appendix 6;

 

“General Group Contracts”  means the contracts that exclusively relate to the Business and that have been entered into by one or more Group Companies (but not any Seller Group Undertakings) in respect of which no services are to be (or should pursuant to clause 3.2 of the Transitional Services Agreement be) provided by any Seller Group Undertaking pursuant to the Transitional Services Agreement;

 

“Other Income Generation Contracts” means the contracts listed in Appendix 7;

 

“Relevant Extent” in relation to any Shared Contract (Seller Name) means the extent to which that contract relates to the Business (except to the extent, if any, that and for so long as the subject-matter of the contract is delivered by means of a Service under the Transitional Services Agreement);

 

“Restricted Contract” means any Exclusive Contract (Seller Name) in respect of which the consent, approval, authorisation or waiver of a third party is required in order to novate the Exclusive Contract (Seller Name);

 

“Retained Extent” in relation to any Shared Contract (Seller Name) means the extent to which that contract relates to one or more businesses (other than the Business) (excluding, for the avoidance of doubt, to the extent that and for so long as the subject matter of the Contract is delivered by means of a Service under the Transitional Services Agreement);

 

“Sellers’ Costs” means any Losses and Expenses, including payments to third parties, to be borne by the Seller pursuant to paragraph 8.2;

 

“Services” has the same meaning as in the Transitional Services Agreement;

 

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“Shared Contracts (Seller Name)” means the contracts (other than the Excluded (No Access) Contracts and the contracts listed in Appendices 5, 6 and 7) to which one or more member(s) of the Seller Group (but not any member(s) of the Group) are signatories and which relate partly but not exclusively to the Business and which remain wholly or partly unperformed at Completion;

 

“Third Party Novation Consents” means all consents, approvals, authorisations or waivers required from third parties for the novation of both the benefit and burden of any Restricted Contract in favour of NB, NIB or the Purchaser or its nominees;

 

“Third Party TS Consent” means a consent or licence needed from a third party for the provision of any Service; and

 

“Wealth Management Contracts” meaning the contracts listed in Appendix 5.

 

1.2                               References in this Schedule to an Appendix are to the relevant appendix set out in the agreed form contract schedule appendices.

 

2.                                    Exclusive Contracts (Seller Name)

 

2.1                               Relationship with Services

 

Except as expressly stated:

 

2.1.1                      nothing in this paragraph 2 shall affect or prejudice any obligation under clause 10 of the Transitional Services Agreement to apply for a Third Party TS Consent to permit Services to be provided in relation to any Exclusive Contract (Seller Name) pursuant to that Agreement; and

 

2.1.2                      subject as provided in the Transitional Services Agreement, neither anything in this paragraph 2 nor any novation of an Exclusive Contract (Seller Name) effected pursuant to paragraph 2.2 or 2.3 shall affect or prejudice the obligations of any Seller Group Undertaking under the Transitional Services Agreement to provide Services relating to that Exclusive Contract (Seller Name).

 

2.2                               Appendix 1 contracts

 

The Seller will procure in relation to each Exclusive Contract (Seller Name) listed in Appendix 1 (other than those marked with a double asterisk in that list) that the rights and obligations of each Seller Group Undertaking which is a party to that Exclusive Contract (Seller Name) are novated to the transferee listed against such Exclusive Contract (Seller Name) in Appendix 1 prior to Completion.

 

2.3                               Appendix 2 contracts

 

2.3.1                      The decision on whether to apply in relation to any Exclusive Contract (Seller Name) listed in Appendix 2 for any Third Party Novation Consent required in order to effect a novation of the rights and obligations of each Seller Group Undertaking which is a party to that Exclusive Contract (Seller Name) to the Purchaser or its nominee will be decided through the Contracts Management Process.  To the extent it is decided to apply for one:

 

(a)                                the Seller will procure that the Third Party Novation Consent is requested from the relevant third party prior to Completion; and

 

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(b)                               the Seller shall promptly inform the Purchaser whenever any Third Party Novation Consent has been obtained.  Provided that such Third Party Novation Consent is received in sufficient time prior to Completion, the Seller shall execute or procure the execution by the existing Seller Group party and the intended transferee of a novation to the intended transferee in a form agreed by the Seller and the Purchaser based on the agreed form novation agreement (such agreement not to be unreasonably withheld by either party) of the relevant Restricted Contract; and the Seller shall use its reasonable endeavours to procure the execution by any relevant third party of such novation before Completion.

 

2.3.2                      If a Third Party Novation Consent is requested in relation to an Exclusive Contract (Seller Name) pursuant to paragraph 2.3.1(a) prior to Completion but not obtained prior to Completion, the Seller and the Purchaser shall (save as agreed between them pursuant to the Contract Management Process) use their respective reasonable endeavours to procure that the Third Party Novation Consent is obtained as soon as practicable after Completion.

 

2.3.3                      Following Completion, the Seller and/or the Purchaser (as the case may be) shall promptly inform the other whenever any Third Party Novation Consent has been obtained.  As soon as practicable following receipt of such notification, the Seller and the Purchaser shall, if required, execute or procure the execution of a novation to the Purchaser or its nominee in a form agreed by the Seller and the Purchaser based on the agreed form novation agreement (such agreement not to be unreasonably withheld by either party) and by the third party of the relevant Restricted Contract.  The Seller and the Purchaser shall each use their respective reasonable endeavours to procure the execution by any relevant third party of such novation and shall deliver to the other any such executed novation as soon as reasonably practicable.

 

2.3.4                      Nothing in this Agreement shall be construed as an attempt to assign or novate any Restricted Contract until each relevant Third Party Novation Consent has been obtained.

 

2.4                               Other Exclusive Contracts (Seller Name)

 

2.4.1                      This paragraph 2.4 applies to any Exclusive Contract (Seller Name) if and for so long as it has not been novated pursuant to paragraph 2.2 or 2.3 either because one or more relevant Third Party Novation Consents has not been applied for in relation to it or because one or more requested relevant Third Party Novation Consents has not been obtained.

 

2.4.2                      The Seller and the Purchaser will monitor and take decisions relating to the contracts to which this paragraph 2.4 applies (including decisions on the method and approach for applying for Third Party TS Consents and on any proposed amendment or termination to or of any of those contracts) through the Contracts Management Process.  Any Losses and Expenses incurred by any Purchaser Group Undertaking or Seller Group Undertaking in relation to the obtaining of any Third Party TS Consent in relation to any Exclusive Contract (Seller Name) or arising as the consequence of any termination of any Exclusive Contract (Seller Name) (including reasonable legal and other professional fees and expenses, early termination payments and liquidated damages payable under the relevant contract) are Agreed Sharing Basis Costs to which paragraph 8.1 applies.

 

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2.4.3                        For so long as any contract to which this paragraph 2.4 applies remains in force, then in relation to that contract and subject to any relevant decisions made through the Contracts Management Process in respect of it:

 

(a)                                except to the extent, if any, that the subject matter of the contract is delivered by means of a Service to be provided pursuant to the Transitional Services Agreement, the Seller shall or shall procure that its relevant Seller Group Undertaking(s) shall hold the benefit of that contract, together with all amounts paid or payable to and/or any benefits received or receivable by and/or any goods delivered or deliverable to the relevant Seller Group Undertaking(s) pursuant to that contract, on trust absolutely for such Purchaser Group Undertaking as the Purchaser may nominate;

 

(b)                               except to the extent, if any, that the subject matter of the contract is delivered by means of a Service to be provided pursuant to the Transitional Services Agreement, the Purchaser shall procure that the relevant Purchaser Group Undertaking shall (if sub-contracting is permissible and lawful under the contract) perform or procure performance as the sub-contractor of the Seller Group Undertaking(s) or, if sub-contracting is not permissible or lawful, the Purchaser shall (if the appointment of an agent is permissible and lawful under the contract) perform as the agent of the Seller Group Undertaking(s), at the risk and cost and for the benefit of such Purchaser Group Undertaking, the obligations of the Seller Group Undertaking(s) thereunder falling due after Completion;

 

(c)                                if the contract prohibits such Purchaser Group Undertaking from acting as sub-contractor or agent, the Seller shall (to the extent lawful and except to the extent, if any, that the subject matter of the contract is delivered by means of a Service to be provided pursuant to the Transitional Services Agreement) provide such Purchaser Group Undertaking (at the Purchaser’s request and at the Purchaser’s cost) with such assistance as may be reasonably required to enable the contract to be duly performed, on such terms as shall give to such Purchaser Group Undertaking the benefit and the burden of the contract to the same extent as if the same had been novated to such Purchaser Group Undertaking on Completion; and

 

(d)                               for the avoidance of doubt, except to the extent, if any, that the costs of the contract are borne pursuant to the Transitional Services Agreement, all amounts payable under such contract shall be paid by the Purchaser or other relevant Purchaser Group Undertaking.

 

2.5                               Indemnity

 

The Purchaser covenants to pay the Seller and each other Seller Group Undertaking an amount equal to any Losses and Expenses (not being Agreed Sharing Basis Costs or Sellers’ Costs) suffered or incurred by any Seller Group Undertaking in connection with the Purchaser’s non-performance or delay in performance of each Seller Group Undertaking’s obligations falling due for performance after Completion under any Exclusive Contract (Seller Name), except to the extent that the relevant obligations arise out of the subject matter of the contract which is delivered by means of a Service pursuant to the Transitional Services Agreement.

 

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2.6                               Exclusive Contracts

 

With effect from novation, any Exclusive Contract (Seller Name) shall become and be treated as an Exclusive Contract (Group Name).

 

3.                                    Shared Contracts (Seller Name)

 

3.1                               Relationship with Services

 

Except as expressly stated nothing in this paragraph 3 shall affect or prejudice:

 

3.1.1                      any obligation under clause 10 of the Transitional Services Agreement to apply for a Third Party TS Consent to permit Services to be provided in relation to any Shared Contract (Seller Name) pursuant to that Agreement; or

 

3.1.2                      the obligations of any Seller Group Undertaking under the Transitional Services Agreement to provide Services relating to any Shared Contract (Seller Name).

 

3.2                               Decision-making

 

The Seller and the Purchaser will monitor and take decisions relating to Shared Contracts (Seller Name) (including decisions on the method and approach for applying for Third Party TS Consents and on any proposed amendment or termination to or of any of those contracts) through the Contracts Management Process.

 

3.3                               Benefits held on trust, etc.

 

For so long as any Shared Contract (Seller Name) remains in force, then in relation to that contract and subject to any relevant decisions made pursuant to the Contract Management Process in respect of it:

 

3.3.1                      the Seller shall or shall procure that its relevant Seller Group Undertaking(s) shall hold the benefit of that contract, together with all amounts paid or payable to and/or any benefits received or receivable by and/or any goods delivered or deliverable to the relevant Seller Group Undertaking(s) pursuant to that contract, on trust absolutely:

 

(a)                                to the Relevant Extent, for the relevant Purchaser Group Undertaking(s) which enjoy the benefit of such contract; and

 

(b)                               to the Retained Extent, for itself;

 

3.3.2                      the Seller shall or shall procure that its relevant Seller Undertaking(s) shall perform, at the risk and cost and for the benefit of the relevant Seller Group Undertaking(s), the obligations of the relevant Seller Group Undertaking(s) under it to the Retained Extent;

 

3.3.3                      the Purchaser shall (if sub-contracting is permissible and lawful under the contract) perform or procure performance by a Purchaser Group Undertaking as the sub-contractor of the Seller Group Undertaking(s) or, if sub-contracting is not permissible or lawful, the Purchaser shall (if the appointment of an agent is permissible and lawful under the contract) perform or procure performance by a Purchaser Group Undertaking as the agent of the Seller Group Undertakings(s), at the risk and cost and for the benefit of the relevant Purchaser Group Undertaking, the obligations of the Seller Group Undertaking(s) to the Relevant Extent under that contract falling due after Completion;

 

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3.3.4                      if the contract prohibits the Purchaser or a Purchaser Group Undertaking from acting as sub-contractor or agent, the Seller shall (to the extent lawful) provide the relevant Purchaser Group Undertaking (at the Purchaser’s request and at the Purchaser’s cost) with such assistance as may be reasonably required to enable the contract to be duly performed to the Relevant Extent, on such terms as shall give to such relevant Purchaser Group Undertaking the benefit and the burden of the contract to the same extent as if the same had been novated to the Purchaser to the Relevant Extent on Completion.

 

3.4                               Splitting some Shared Contracts (Seller Name)

 

3.4.1                      This paragraph 3.4 applies to any Shared Contract (Seller Name) in respect of which the Purchaser notifies the Seller that it wishes to obtain similar services to the Relevant Extent from the same supplier (or where the Purchaser wishes to obtain similar services from the same supplier following termination of the relevant Shared Contract (Seller Name) as it relates to the Business or the Services under the Transitional Services Agreement).  For the avoidance of doubt, it does not apply to any other Shared Contracts (Seller Name).

 

3.4.2                      In relation to any Shared Contract (Seller Name) to which this paragraph 3.4 applies, the Seller and the Purchaser shall each use their reasonable endeavours to agree an arrangement with the counterparty to the relevant Shared Contract (Seller Name) whereby the Shared Contract (Seller Name) is terminated or amended and replaced by new arrangements reflecting the interests of the relevant parties and the separation of the Group and Seller Group’s respective businesses, and any termination costs for the Seller Group are mitigated.

 

3.5                                 Indemnity

 

The Seller covenants to pay the Purchaser and each Group Company an amount equal to all Losses and Expenses suffered or incurred by the Purchaser or any Group Company in connection with any Shared Contract (Seller Name) that are attributable to the non-performance or delay in performance of the Shared Contract (Seller Name) on the part of the Seller Group to the Retained Extent.  The Purchaser covenants to pay the Seller and each other Seller Group Undertaking an amount equal to all Losses and Expenses suffered or incurred by the relevant Seller Group Undertaking in connection with any Shared Contract (Seller Name) that are attributable to the non-performance or delay in performance by any Purchaser Group Undertaking of the Shared Contract (Seller Name) to the Relevant Extent after Completion.

 

3.6                                 Performed Contracts

 

“Performed Contract” means any contract to which one or more member(s) of the Seller Group (but not any member(s) of the Group) are parties and which relate partly but not exclusively to the Business and in respect of which the third party has incurred a liability before Completion that relates to the Business or in respect of which a Group Member may have a claim in relation to the Business.

 

The Seller shall provide the Purchaser (at the Purchaser’s request and cost) with such assistance as may reasonably be required to enable the Purchaser and any Purchaser Group Undertaking to make any claim with respect to Performed Contracts (to the extent the claim relates to the Business) against any third party to such contract, provided that no Seller Group Undertaking shall be required to commence legal proceedings unless indemnified to

 

128


 

its satisfaction by the Purchaser, in which case such Seller Group Undertaking shall have regard to all reasonable requests of the Purchaser with respect to such proceedings.

 

4.                                      Wealth Management Contracts

 

4.1                                 Appendix 5 Contracts – Third Party Suppliers to Seller Group

 

In relation to each of the Wealth Management Contracts listed in Appendix 5 marked with a double asterisk, the existing agency agreement shown against it in that Appendix is to be terminated at Completion (without prejudice to any entitlement to trail commission) and the parties shall use reasonable endeavours to agree as soon as practicable following the date of this Agreement (and enter into at Completion) the new agency agreement shown against it in that Appendix (together with any other required ancillary arrangements).  It is acknowledged that in relation to those Wealth Management Contracts:

 

4.1.1                      as part of the negotiation of the new agency agreement, it will be necessary to agree the extent to which the Seller is to be restricted in its ability to amend or terminate the relevant Wealth Management Contract;

 

4.1.2                      if the Purchaser wishes to enter into a new agency agreement, the parties’ respective objectives are likely to be best achieved by amending the relevant Wealth Management Contract to relate solely to the Seller Group, and the relevant Purchaser Group Undertaking entering into a separate contract with the relevant third party product supplier on substantially the same terms, so that the new agency agreement is a short term arrangement.  Accordingly, in such circumstances the parties shall cooperate towards this goal and use reasonable endeavours to mitigate any termination costs for the Seller Group.

 

4.2                                 Other Appendix 5 Contracts

 

In relation to each of the other Wealth Management Contracts listed in Appendix 5, each of the Seller and the Purchaser shall use its reasonable endeavours to agree and put into effect the arrangements summarised against it in that Appendix.

 

4.3                                 Decisions via Contracts Management Process

 

The Seller and the Purchaser will monitor and take decisions relating to each Wealth Management Contract (including decisions on the method and approach for applying for Third Party TS Consents) through the Contracts Management Process (but omitting for this purpose paragraph 7.2.2).

 

5.                                      Financial Infrastructure Contracts

 

5.1                                 Appendix 6 Contracts

 

In relation to each of the Financial Infrastructure Contracts listed in Appendix 6, each of the Seller and the Purchaser shall use its reasonable endeavours to ensure that the arrangements summarised against it in that Appendix shall be put into effect following Completion.

 

5.2                                 Indemnity

 

The Purchaser covenants to pay the Seller and each other Seller Group Undertaking an amount equal to all Losses and Expenses suffered or incurred by the relevant Seller Group

 

129


 

Undertaking in connection with such Seller Group Undertaking participating in the arrangements summarised in Appendix 6.

 

6.                                      Other Income Generation Contracts

 

6.1                                 Appendix 7 Contracts

 

In relation to each of the Other Income Generation Contracts listed in Appendix 7, each of the Seller and the Purchaser shall use its reasonable endeavours to ensure that the arrangements summarised against it in that Appendix shall be put into effect following Completion.

 

6.2                                 Decisions via Contracts Management Process

 

The Seller and the Purchaser will monitor and take decisions relating to each Other Income Generation Contract (including decisions on the method and approach for applying for Third Party TS Consents and on any proposed amendment or termination to or of any of those contracts) through the Contracts Management Process.

 

7.                                      Contracts Management Process

 

7.1                                 Co-operation and meetings

 

7.1.1                      The intention of the Seller and the Purchaser is that the Seller Group and the Group shall co-operate in dealing with the Exclusive Contracts (Seller Name), the Exclusive Contracts (Group Name), the Shared Contracts (Seller Name), the Wealth Management Contracts and the Other Income Generation Contracts (collectively the “Relevant Contracts”) with a view to achieving so far as possible the respective goals of the Seller and the Purchaser in respect of them, including minimising the Losses and Expenses incurred by either the Seller Group or the Group in connection with them.

 

7.1.2                      The parties have agreed an outline plan (attached as Appendix 8) for some of the work to be undertaken up to and beyond Completion in relation to the Relevant Contracts, including as to approaches to third parties for Third Party TS Consents.  It is intended that the plan will be developed and may be changed; so it takes effect only as an indication of the parties’ current intentions and subject to paragraphs 7.1.3, 7.2 and 7.3.

 

7.1.3                      So far as reasonably practicable (having regard to the urgency and importance of the matter), each of the Seller and the Purchaser shall not, and shall procure that its relevant Affiliates shall not, take or implement any material decisions relating to any Relevant Contract without first ensuring that the other of the Seller and the Purchaser is notified and consulted.

 

7.1.4                      The parties shall arrange regular meetings of appropriate staff not less than once per calendar month to discuss the steps being taken in relation to the Relevant Contracts and to address any issues arising.

 

7.2                                 Decisions within Seller’s remit

 

7.2.1                      Without prejudice to paragraph 7.1 and subject to paragraph 7.2.2, the Seller shall be entitled to take decisions relating to the amendment and termination of any Shared Contract (Seller Name).

 

130


 

7.2.2                      The Seller shall not agree to any material amendment of, terminate or agree to the termination of any Shared Contract (Seller Name) without the prior written consent of the Purchaser (acting reasonably), until the earlier of (A) the Purchaser notifying the Seller that the Group no longer needs to rely on that Shared Contract (Seller Name) (which notification the Purchaser agrees to give to the Seller in relation to any Shared Contract (Seller Name) as soon as that becomes the case in relation to it); and (B) the date 12 months after the date of Completion, provided that this paragraph 7.2.2 shall not apply to any Shared Contract (Seller Name) in respect of which the Purchaser does not use to any Relevant Extent because the Purchaser’s only reliance on such contract is because the benefit of that contract is being delivered by means of Services pursuant to the Transitional Services Agreement.

 

7.2.3                      The Seller shall not agree to waive or prejudice the rights of any Purchaser Group Undertaking (if any) to any trail commission attributable to any Purchaser Group Undertaking in connection with the termination of a Wealth Management Contract.

 

7.3                                 Decisions within Purchaser’s remit

 

Without prejudice to paragraph 7.1 and clause 10 of the Transitional Services Agreement, the Purchaser shall be entitled to take decisions relating to any Exclusive Contract (Seller Name) and any Exclusive Contract (Group Name) (together, “Exclusive Contracts”) including:

 

(a)                                applying for any Third Party TS Consent or Third Party Novation Consent; and

 

(b)                               in relation to any proposed amendment or termination,

 

provided that, in relation to any termination:

 

(i)                                   the Purchaser shall procure that no Exclusive Contract is terminated by a Purchaser Group Undertaking without the Seller’s consent if any member of the Seller Group is relying on such Exclusive Contract to provided Services pursuant to the Transitional Services Agreement, save where such Exclusive Contract is replaced by another contract which imposes no more onerous obligations on the Seller Group but enables the services to be provided as before;

 

(ii)                                the Purchaser shall use all reasonable endeavours to procure that any supplier whose Exclusive Contract is to be terminated will be given as much notice as possible in order to minimise termination costs.

 

8.                                      Losses and Expenses

 

8.1                                 Agreed Sharing Basis Costs

 

8.1.1                      “Agreed Sharing Basis Costs” means any Losses and Expenses (excluding internal management time, internal overheads and Own Party Professional Fees) incurred by any Purchaser Group Undertaking or any Seller Group Undertaking:

 

(a)                                in or relating to obtaining any Third Party TS Consent in relation to any Exclusive Contract (Seller Name), Exclusive Contract (Group Name) or Shared Contract (Seller Name), including reasonable legal and other professional fees and expenses (other than Own Party Professional Fees) and any payments made to any counterparty to the relevant contract; or

 

131


 

(b)                               in or relating to the termination, or arising as a direct consequence of the termination, of any Exclusive Contract (Seller Name), including reasonable legal and other professional fees and expenses (other than Own Party Professional Fees), early termination payments and liquidated damages payable under the relevant contract; or

 

(c)                                in or relating to obtaining any consent to operate a Shared Contract (Seller Name) in the manner envisaged by paragraph 3.3.3 or 3.3.4.

 

“Own Party Professional Fees” means the fees and expenses of any legal or other professional adviser appointed by either one or more Purchaser Group Undertakings or one or more Seller Group Undertakings for its or their own purposes, as against a legal or other professional adviser appointed jointly by the Seller and the Purchaser.

 

8.1.2                        Agreed Sharing Basis Costs incurred on or prior to 30 June 2006 shall be borne:

 

(a)                                as to the first £10,000,000, by the Purchaser (or, at its nomination, by a Purchaser Group Undertaking); and

 

(b)                               as to the balance, in equal shares by the Purchaser (or, at its nomination, by a Purchaser Group Undertaking) and the Seller (or, at its nomination, by a Seller Group Undertaking),

 

and the Seller or the Purchaser, as applicable, shall ensure that appropriate payments are made to effect this sharing arrangement.  For the purposes of this paragraph 8.1.2, Agreed Sharing Basis Costs which are incurred in relation to obtaining any Third Party TS Consent or any consent to operate a Shared Contract (Seller Name) and which relate to a period after 30 June 2006 shall be deemed to be incurred after 30 June 2006.  The parties acknowledge that certain suppliers may impose a single charge which is not related to the time period for the relevant consent, and all Agreed Sharing Basis Costs incurred in connection with such a consent on or prior to 30 June 2006 shall fall within this paragraph 8.1.2.  The parties shall use reasonable endeavours to reduce costs by limiting the period of consent to 30 June 2006 (or such shorter period as may be agreed); and where any consent is subject to a time limit, the cost shall (for purposes of this paragraph 8.1.2 and paragraph 8.1.3) be apportioned across the period covered by such consent.

 

8.1.3                      The Purchaser (or, at its nomination, another Purchaser Group Undertaking) shall bear any Agreed Sharing Basis Costs other than Agreed Sharing Basis Costs which are to be borne in accordance with paragraph 8.1.2.

 

8.1.4                      The Purchaser shall bear any Losses and Expenses (excluding internal management time, internal overheads and Own Party Professional Fees) incurred by any Purchaser Group Undertaking or any Seller Group Undertaking in or relating to obtaining any Third Party Novation Consent, including reasonable legal and other professional fees and expenses (other than Own Party Professional Fees) and any payments made to any counterparty to the relevant contract.

 

8.2                                 Sellers’ Costs

 

The Seller shall, or procure that another Seller Group Undertaking shall, bear or reimburse upon request any Losses and Expenses incurred by any Seller Group Undertaking or any Purchaser Group Undertaking in or relating to the termination, or arising as a direct consequence of the termination, of any Shared Contract (Seller Name), including reasonable

 

132


 

legal and other professional fees and expenses (other than Own Party Professional Fees), early termination payments and liquidated damages payable under the relevant contract.

 

9.                                      Excluded (Non-Access) Contracts

 

9.1                                 Relationship with Services

 

Neither anything in this Schedule nor the exclusion of any Excluded (Non Access) Contract from the definition of Shared Contract (Seller Name) and so from the preceding provisions of this Schedule shall affect or prejudice any Service to be provided in relation to any Excluded (Non Access) Contracts pursuant to the Transitional Services Agreement.

 

9.2                                 Losses and Expenses

 

For the avoidance of doubt, the Seller shall bear all Losses and Expenses relating to any Excluded (Non Access) Contract and shall pay to the Purchaser and any other Purchaser Group Undertaking an amount equal to any Losses and Expenses suffered or incurred in connection with any Excluded (Non Access) Contract.

 

10.                               Effective date

 

Paragraphs 2.2, 2.3.1, 2.3.2, 2.3.4, 4.1, 4.2, 7.1.1, 7.1.2, 7.1.3 and 7.1.4 (and any other paragraphs necessary for the construction thereof) shall apply from the date of this Agreement, provided that, in the case of paragraph 7.1.3, pending satisfaction of the condition in clause 4.1.1 of this Agreement, such paragraph shall only apply to the maximum extent permitted by law.  The remainder of this Schedule shall apply from Completion.

 

133


 

Schedule 10
List of documents in the agreed form

 

1.

Tax Deed

 

 

2.

Announcement

 

 

3.

Directors’ and secretaries’ resignations

 

 

4.

Auditors’ resignation

 

 

5.

Deed of access and undertaking

 

 

6.

NAGE Business Transfer Agreement

 

 

7.

Restructuring Paper

 

 

8.

IP Cross-Licence Agreement

 

 

9.

Monthly management report

 

 

10.

Power of Attorney in relation to the Shares

 

 

11.

Anti-churn side letter

 

 

12.

NBIS Share Sale Agreement

 

 

13.

NIB Investigations Deed

 

 

14.

Deed of assignment of IP

 

 

15.

Employee Letters

 

 

16.

Pro forma completion statement

 

 

17.

Contract schedule appendices

 

134


 

Schedule 11
Seller Knowledge

 

Name

 

Function with the Group

 

 

 

Xxx Xxxxx

 

Chief Executive Officer

 

 

 

Xxxx Xxxxxxxxx

 

Chief Operating Officer, NIB

 

 

 

Xxxxxxxxx Xxxxx

 

Xxxx of Personal Financial Services

 

 

 

Xxxxx Xxxxxx

 

Head of Business Financial Services

 

 

 

Xxxxxxxx Xxxx

 

Head of Risk Management

 

 

 

Xxxxx Xxxx

 

Head of People & Culture

 

 

 

Xxxx Xxxxx

 

Head of Decision Support, Finance

 

 

 

Xxxxxx Xxxxxx

 

General Counsel and Company Secretary

 

 

Name

 

Area of business within the Seller Group

 

 

 

Xxxxxx Xxxxxxx

 

Wealth management

 

 

 

Xxxxx Xxxxxxxx

 

Specialist business

 

 

 

Xxxxx Xxxx

 

Customer strategy & delivery

 

 

 

Xxxx Xxxxx

 

CIB

 

 

 

Xxxxx Xxxx, Xxx Xxxxx

 

Corporate Services

 

 

 

Xxxxx Xxxxxx

 

Risk management

 

 

 

Xxxxxxxxx Xxxxxx

 

People and culture

 

 

 

Xxxx Xxxxx

 

Finance

 

 

 

Xxxx Xxxxx

 

Technology

 

 

 

Xxxxx Xxxxxxxx

 

Taxation

 

 

 

Xxx Xxxxxxxx

 

Credit

 

135


 

Schedule 12
Intra-group Funding

 

Part 1
Subordinated Loans

 

 

 

Lender

 

Borrower

 

Date of
document

 

Principal
Amount

 

Interest Rate

 

Term

 

Rollover

 

1.

 

National Equities Limited (“NEL”)(1)

 

NIB

 

Jan 1997(2)

 

€

19,046,071.18

 

6 month EURIBOR+
0.34%

 

5 years+ 1 day

 

30 Jun/Dec

 

2.

 

NEL(1)

 

NIB

 

4/12/97(2)

 

€

15,236,856.94

 

6 month EURIBOR+
0.42%

 

5 years+ 1 day

 

30 Jun/Dec

 

3.

 

NEL(1)

 

NIB

 

18/6/98(2)

 

€

5,840,795.16

 

6 month EURIBOR+
0.45%

 

5 years+ 1 day

 

30 Jun/Dec

 

4.

 

NEL(1)

 

NIB

 

30/6/99

 

€

6,400,000

 

6 month EURIBOR+
0.54%

 

5 years+ 1 day

 

30 Jun/Dec

 

5.

 

NEL

 

NIB

 

28/9/01

 

€

8,500,000

 

6 month EURIBOR+
0.70%

 

5 years+ 1 day

 

30 Jun/Dec

 

6.

 

NAGE

 

NIB

 

25/3/04

 

€

20,000,000

 

6 month EURIBOR+
0.43%

 

5 years+ 1 day

 

16 Mar/Jun/ Sep/Dec

 

7.

 

NAGE

 

NB

 

28/1/92 (drawdown 31/1/92)

 

£

32,000,000

(3)

3 month LIBOR+
0.25%

 

5 years+ 1 day

 

2 May/Nov

 

8.

 

NAGE

 

NB

 

10/11/94 (drawdown 2/11/94)

 

£

7,500,000

 

6 month LIBOR+
0.58%

 

5 years+ 1 day

 

18 May/Nov

 

9.

 

NAGE

 

NB

 

18/5/95 (drawdown 18/5/95)

 

£

12,500,000

 

6 month LIBOR+
0.50%

 

5 years+ 1 day

 

15 May/Nov

 

10.

 

NAGE

 

NB

 

13/5/96 (drawdown 13/5/96)

 

£

4,200,000

 

6 month LIBOR+
0.39%

 

5 years+ 1 day

 

15 May/Nov

 

11.

 

NAGE

 

NB

 

14/5/97 (drawdown 15/5/97)

 

£

3,500,000

 

6 month LIBOR+
0.48%

 

5 years+ 1 day

 

15 May/Nov

 

 

136


 

 

 

Lender

 

Borrower

 

Date of
document

 

Principal
Amount

 

Interest Rate

 

Term

 

Rollover

 

12.

 

NAGE

 

NB

 

17/11/97 (drawdown 17/11/97)

 

£

5,000,000

 

6 month LIBOR+ 0.54%

 

5 years+ 1 day

 

18 May/Nov

 

13.

 

NAGE

 

NB

 

15/5/98 (drawdown 15/5/98)

 

£

9,500,000

 

6 month LIBOR+ 0.54%

 

5 years+ 1 day

 

15 May/Nov

 

14.

 

NAGE

 

NB

 

17/5/99 (drawdown 17/5/99)

 

£

4,000,000

 

6 month LIBOR+ 0.55%

 

5 years+ 1 day

 

18 May/Nov

 

15.

 

NAGE

 

NB

 

17/11/99 (drawdown 19/11/99)

 

£

14,500,000

 

6 month LIBOR+ 0.64%

 

5 years+ 1 day

 

18 May/Nov

 

 

Notes:

 

(1)                                  Original loan was between NEL and Yorkshire International Finance BV (“YIF”) and was on-lent by YIF to NIB; pursuant to a 2002 NEL/YIF/NIB Financing Rearrangement Agreement, (a) the obligations of YIF to NEL were assumed by NIB and (b) YIF released NIB from its obligations under the on-loan.

 

(2)                                  As amended on 29 December 2000 to account for euro-denomination.

 

(3)                                  Originally £45,000,000 was advanced; £13,000,000 was repaid in November 1994.

 

137


 

Part 2
Term Loans

 

 

 

Lender

 

Borrower

 

Date of
document

 

Drawdown
Date

 

Principal
Amount

 

Interest
Rate

 

Maturity

 

16.

 

Seller Guarantor

 

NIB

 

5/12/00

 

5/12/00

 

€

72,427,148.03

(1)

1 month EURIBOR
+ 0.075%

 

17/12/10

 

17.

 

Seller Guarantor

 

NIB

 

Not available

 

15/5/03

 

€

66,000,000

 

3 month EURIBOR
+0.065%

 

15/5/08

 

18.

 

Seller Guarantor

 

NIB

 

25/6/04

 

2/7/04

 

€

100,000,000

(2)

1 month EURIBOR

 

4/7/05

 

19.

 

Seller Guarantor

 

NIB

 

25/6/04

 

9/7/04

 

€

100,000,000

(2)

1 month EURIBOR

 

5/8/05

 

 

Notes:

 

(1)                                  Amortising. Balance to be €69,621,783.47 following scheduled repayment on 17 December 2004.

 

(2)                                  Two tranches drawn of a US$357,000,000 facility; the balance remains available for drawing.

 

138


 

PART 3(A)
Derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

31,834.75

 

(143.11

)

—

 

153.54

 

 

 

153.54

 

(296.65

)

 

Trade No

 

Counterparty

 

Status

 

B/S

 

Product

 

Package

 

C/P

 

Trade Date

 

Expiry Date

 

Settlement Date

 

1100008-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

30-Nov-2004

 

25-Feb-2005

 

01-Mar-2005

 

1100008-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

30-Nov-2004

 

25-Feb-2005

 

01-Mar-2005

 

1100008-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

30-Nov-2004

 

26-Jan-2005

 

28-Jan-2005

 

1100008-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

30-Nov-2004

 

26-Jan-2005

 

28-Jan-2005

 

1100008-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

30-Nov-2004

 

30-Dec-2004

 

04-Jan-2005

 

1100008-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

30-Nov-2004

 

30-Dec-2004

 

04-Jan-2005

 

1099719-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

23-Nov-2004

 

07-Jun-2005

 

09-Jun-2005

 

1099719-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

23-Nov-2004

 

07-Jun-2005

 

09-Jun-2005

 

1099719-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

23-Nov-2004

 

06-May-2005

 

10-May-2005

 

1099719-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

23-Nov-2004

 

06-May-2005

 

10-May-2005

 

1099719-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

23-Nov-2004

 

07-Apr-2005

 

11-Apr-2005

 

1099719-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

23-Nov-2004

 

07-Apr-2005

 

11-Apr-2005

 

1099482-9-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

17-Nov-2004

 

17-Aug-2005

 

19-Aug-2005

 

1099482-9-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

17-Nov-2004

 

17-Aug-2005

 

19-Aug-2005

 

1099482-8-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

17-Nov-2004

 

18-Jul-2005

 

20-Jul-2005

 

1099482-8-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

17-Nov-2004

 

18-Jul-2005

 

20-Jul-2005

 

1099482-7-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

17-Nov-2004

 

16-Jun-2005

 

20-Jun-2005

 

1099482-7-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

17-Nov-2004

 

16-Jun-2005

 

20-Jun-2005

 

1099482-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

17-Nov-2004

 

18-May-2005

 

20-May-2005

 

1099482-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

17-Nov-2004

 

18-May-2005

 

20-May-2005

 

1099482-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

17-Nov-2004

 

18-Apr-2005

 

20-Apr-2005

 

1099482-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

17-Nov-2004

 

18-Apr-2005

 

20-Apr-2005

 

1099482-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

17-Nov-2004

 

16-Mar-2005

 

18-Mar-2005

 

1099482-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

17-Nov-2004

 

16-Mar-2005

 

18-Mar-2005

 

1099482-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

17-Nov-2004

 

16-Feb-2005

 

18-Feb-2005

 

1099482-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

17-Nov-2004

 

16-Feb-2005

 

18-Feb-2005

 

1099482-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

17-Nov-2004

 

18-Jan-2005

 

20-Jan-2005

 

1099482-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

17-Nov-2004

 

18-Jan-2005

 

20-Jan-2005

 

1099482-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

17-Nov-2004

 

16-Dec-2004

 

20-Dec-2004

 

1099482-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial))

 

C

 

17-Nov-2004

 

16-Dec-2004

 

20-Dec-2004

 

1099480-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

GBP-USD/Vanilla

 

Variable Forward (Partial)

 

C

 

17-Nov-2004

 

16-Jun-2005

 

20-Jun-2005

 

1099480-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

GBP-USD/Vanilla KI

 

Variable Forward (Partial)

 

P

 

17-Nov-2004

 

16-Jun-2005

 

20-Jun-2005

 

1099480-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

GBP-USD/Vanilla

 

Variable Forward (Partial)

 

C

 

17-Nov-2004

 

18-May-2005

 

20-May-2005

 

1099480-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

GBP-USD/Vanilla KI

 

Variable Forward (Partial)

 

P

 

17-Nov-2004

 

18-May-2005

 

20-May-2005

 

1099480-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

GBP-USD/Vanilla

 

Variable Forward (Partial)

 

C

 

17-Nov-2004

 

18-Apr-2005

 

20-Apr-2005

 

1099480-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

GBP-USD/Vanilla KI

 

Variable Forward (Partial)

 

P

 

17-Nov-2004

 

18-Apr-2005

 

20-Apr-2005

 

1099480-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

GBP-USD/Vanilla

 

Variable Forward (Partial)

 

C

 

17-Nov-2004

 

16-Mar-2005

 

18-Mar-2005

 

1099480-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

GBP-USD/Vanilla KI

 

Variable Forward (Partial)

 

P

 

17-Nov-2004

 

16-Mar-2005

 

18-Mar-2005

 

1099441-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

16-Nov-2004

 

15-Jun-2005

 

17-Jun-2005

 

1099441-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

16-Nov-2004

 

15-Jun-2005

 

17-Jun-2005

 

1099441-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

16-Nov-2004

 

16-May-2005

 

18-May-2005

 

1099441-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

16-Nov-2004

 

16-May-2005

 

18-May-2005

 

1099441-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

16-Nov-2004

 

13-Apr-2005

 

15-Apr-2005

 

1099441-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

16-Nov-2004

 

13-Apr-2005

 

15-Apr-2005

 

1099262-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

11-Nov-2004

 

13-Sep-2005

 

15-Sep-2005

 

1099262-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

11-Nov-2004

 

13-Sep-2005

 

15-Sep-2005

 

1099262-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

11-Nov-2004

 

12-Aug-2005

 

16-Aug-2005

 

1099262-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

11-Nov-2004

 

12-Aug-2005

 

16-Aug-2005

 

1099262-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

11-Nov-2004

 

13-Jul-2005

 

15-Jul-2005

 

1099262-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

11-Nov-2004

 

13-Jul-2005

 

15-Jul-2005

 

1099211-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

10-Nov-2004

 

27-May-2005

 

31-May-2005

 

1099211-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

10-Nov-2004

 

27-May-2005

 

31-May-2005

 

1099211-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

10-Nov-2004

 

24-Feb-2005

 

28-Feb-2005

 

1099211-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

10-Nov-2004

 

24-Feb-2005

 

28-Feb-2005

 

1099211-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

10-Nov-2004

 

27-Jan-2005

 

31-Jan-2005

 

1099211-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

10-Nov-2004

 

27-Jan-2005

 

31-Jan-2005

 

1099013-12-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-USD/Vanilla

 

Variable Forward (Partial)

 

P

 

04-Nov-2004

 

27-Oct-2005

 

31-Oct-2005

 

1099013-12-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-USD/Vanilla KI

 

Variable Forward (Partial)

 

C

 

04-Nov-2004

 

27-Oct-2005

 

31-Oct-2005

 

1099013-11-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-USD/Vanilla

 

Variable Forward (Partial)

 

P

 

04-Nov-2004

 

27-Sep-2005

 

29-Sep-2005

 

1099013-11-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-USD/Vanilla KI

 

Variable Forward (Partial)

 

C

 

04-Nov-2004

 

27-Sep-2005

 

29-Sep-2005

 

1099013-10-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-USD/Vanilla

 

Variable Forward (Partial)

 

P

 

04-Nov-2004

 

26-Aug-2005

 

31-Aug-2005

 

1099013-10-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-USD/Vanilla KI

 

Variable Forward (Partial)

 

C

 

04-Nov-2004

 

26-Aug-2005

 

31-Aug-2005

 

1099013-9-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-USD/Vanilla

 

Variable Forward (Partial)

 

P

 

04-Nov-2004

 

27-Jul-2005

 

29-Jul-2005

 

1099013-9-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-USD/Vanilla KI

 

Variable Forward (Partial)

 

C

 

04-Nov-2004

 

27-Jul-2005

 

29-Jul-2005

 

1099013-8-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-USD/Vanilla

 

Variable Forward (Partial)

 

P

 

04-Nov-2004

 

27-Jun-2005

 

29-Jun-2005

 

1099013-8-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-USD/Vanilla KI

 

Variable Forward (Partial)

 

C

 

04-Nov-2004

 

27-Jun-2005

 

29-Jun-2005

 

1099013-7-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-USD/Vanilla

 

Variable Forward (Partial)

 

P

 

04-Nov-2004

 

26-May-2005

 

31-May-2005

 

 

Trade No

 

Counterparty

 

Strike/Rate

 

Dealt Value

 

Premium Value

 

Value

 

Nominal
GBP_000s

 

MTM
GBP_000s

 

FCE
NAB_0
00s

 

CR_EQUIV
NAB_000s

 

TENOR
TYPE

 

Positive
replacement
cost

 

Negative
replacement
cost

 

1100008-3-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

150,000.00

 

103,448.28

 

845.93

 

103

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1100008-3-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

150,000.00

 

103,448.28

 

(802.96

)

103

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1100008-2-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

150,000.00

 

103,448.28

 

665.55

 

103

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1100008-2-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

150,000.00

 

103,448.28

 

(294.43

)

103

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1100008-1-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

150,000.00

 

103,448.28

 

405.58

 

103

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1100008-1-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

150,000.00

 

103,448.28

 

(10.51

)

103

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1099719-3-W

 

XXXXX XXXXX&XXX00000

 

1.440000

 

150,000.00

 

104,166.67

 

1,530.61

 

104

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

1099719-3-W

 

XXXXX XXXXX&XXX00000

 

1.440000

 

150,000.00

 

104,166.67

 

(1,410.37

)

104

 

(1

)

—

 

—

 

G_6m_1y

 

—

 

(1

)

1099719-2-W

 

XXXXX XXXXX&XXX00000

 

1.440000

 

150,000.00

 

104,166.67

 

1,438.59

 

104

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1099719-2-W

 

XXXXX XXXXX&XXX00000

 

1.440000

 

150,000.00

 

104,166.67

 

(1,062.03

)

104

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1099719-1-W

 

XXXXX XXXXX&XXX00000

 

1.440000

 

150,000.00

 

104,166.67

 

1,342.59

 

104

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1099719-1-W

 

XXXXX XXXXX&XXX00000

 

1.440000

 

150,000.00

 

104,166.67

 

(728.91

)

104

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1099482-9-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

672.82

 

35

 

1

 

—

 

1

 

G_6m_1y

 

1

 

—

 

1099482-9-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

(758.46

)

35

 

(1

)

—

 

—

 

G_6m_1y

 

—

 

(1

)

1099482-8-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

653.79

 

35

 

1

 

—

 

1

 

G_6m_1y

 

1

 

—

 

1099482-8-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

(662.62

)

35

 

(1

)

—

 

—

 

G_6m_1y

 

—

 

(1

)

1099482-7-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

627.17

 

35

 

1

 

—

 

1

 

G_6m_1y

 

1

 

—

 

1099482-7-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

(555.18

)

35

 

(1

)

—

 

—

 

G_6m_1y

 

—

 

(1

)

1099482-6-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

607.32

 

35

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1099482-6-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

(452.58

)

35

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1099482-5-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

581.48

 

35

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1099482-5-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

(344.29

)

35

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1099482-4-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

544.51

 

35

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1099482-4-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

(210.66

)

35

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1099482-3-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

507.67

 

35

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1099482-3-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

(102.04

)

35

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1099482-2-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

459.24

 

35

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1099482-2-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

(16.09

)

35

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1099482-1-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

392.68

 

35

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1099482-1-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

50,000.00

 

34,965.03

 

(0.00

)

35

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1099480-4-W

 

XXXXX XXXXX&XXX00000

 

1.870000

 

26,737.97

 

50,000.00

 

2,169.80

 

27

 

1

 

—

 

1

 

G_6m_1y

 

1

 

—

 

1099480-4-W

 

XXXXX XXXXX&XXX00000

 

1.870000

 

26,737.97

 

50,000.00

 

(541.72

)

27

 

(0

)

—

 

—

 

G_6m_1y

 

—

 

(0

)

1099480-3-W

 

XXXXX XXXXX&XXX00000

 

1.870000

 

26,737.97

 

50,000.00

 

2,121.06

 

27

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1099480-3-W

 

XXXXX XXXXX&XXX00000

 

1.870000

 

26,737.97

 

50,000.00

 

(411.91

)

27

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1099480-2-W

 

XXXXX XXXXX&XXX00000

 

1.870000

 

26,737.97

 

50,000.00

 

2,065.31

 

27

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1099480-2-W

 

XXXXX XXXXX&XXX00000

 

1.870000

 

26,737.97

 

50,000.00

 

(278.10

)

27

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1099480-1-W

 

XXXXX XXXXX&XXX00000

 

1.870000

 

26,737.97

 

50,000.00

 

1,999.75

 

27

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1099480-1-W

 

XXXXX XXXXX&XXX00000

 

1.870000

 

26,737.97

 

50,000.00

 

(135.02

)

27

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1099441-3-W

 

XXXXX XXXXX&XXX00000

 

1.420000

 

150,000.00

 

105,633.80

 

2,264.58

 

106

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

1099441-3-W

 

XXXXX XXXXX&XXX00000

 

1.420000

 

150,000.00

 

105,633.80

 

(1,645.97

)

106

 

(2

)

—

 

—

 

G_6m_1y

 

—

 

(2

)

1099441-2-W

 

XXXXX XXXXX&XXX00000

 

1.420000

 

150,000.00

 

105,633.80

 

2,211.40

 

106

 

2

 

—

 

2

 

G_6m_less

 

2

 

—

 

1099441-2-W

 

XXXXX XXXXX&XXX00000

 

1.420000

 

150,000.00

 

105,633.80

 

(1,371.17

)

106

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1099441-1-W

 

XXXXX XXXXX&XXX00000

 

1.420000

 

150,000.00

 

105,633.80

 

2,145.67

 

106

 

2

 

—

 

2

 

G_6m_less

 

2

 

—

 

1099441-1-W

 

XXXXX XXXXX&XXX00000

 

1.420000

 

150,000.00

 

105,633.80

 

(1,051.39

)

106

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1099262-3-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

230,000.00

 

160,839.16

 

3,163.91

 

161

 

3

 

—

 

3

 

G_6m_1y

 

3

 

—

 

1099262-3-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

230,000.00

 

160,839.16

 

(3,063.52

)

161

 

(3

)

—

 

—

 

G_6m_1y

 

—

 

(3

)

1099262-2-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

230,000.00

 

160,839.16

 

3,071.07

 

161

 

3

 

—

 

3

 

G_6m_1y

 

3

 

—

 

1099262-2-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

230,000.00

 

160,839.16

 

(2,600.75

)

161

 

(3

)

—

 

—

 

G_6m_1y

 

—

 

(3

)

1099262-1-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

230,000.00

 

160,839.16

 

2,991.35

 

161

 

3

 

—

 

3

 

G_6m_1y

 

3

 

—

 

1099262-1-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

230,000.00

 

160,839.16

 

(2,130.18

)

161

 

(2

)

—

 

—

 

G_6m_1y

 

—

 

(2

)

1099211-3-W

 

XXXXX XXXXX&XXX00000

 

1.447500

 

100,000.00

 

69,084.63

 

849.54

 

69

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1099211-3-W

 

XXXXX XXXXX&XXX00000

 

1.447500

 

100,000.00

 

69,084.63

 

(1,321.46

)

69

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1099211-2-W

 

XXXXX XXXXX&XXX00000

 

1.447500

 

100,000.00

 

69,084.63

 

608.93

 

69

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1099211-2-W

 

XXXXX XXXXX&XXX00000

 

1.447500

 

100,000.00

 

69,084.63

 

(468.79

)

69

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1099211-1-W

 

XXXXX XXXXX&XXX00000

 

1.447500

 

100,000.00

 

69,084.63

 

494.06

 

69

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1099211-1-W

 

XXXXX XXXXX&XXX00000

 

1.447500

 

100,000.00

 

69,084.63

 

(176.39

)

69

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1099013-12-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

4,983.11

 

400

 

3

 

—

 

3

 

G_6m_1y

 

3

 

—

 

1099013-12-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

(31,845.46

)

400

 

(16

)

—

 

—

 

G_6m_1y

 

—

 

(16

)

1099013-11-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

4,492.66

 

400

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

1099013-11-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

(30,920.61

)

400

 

(16

)

—

 

—

 

G_6m_1y

 

—

 

(16

)

1099013-10-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

3,933.94

 

400

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

1099013-10-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

(29,824.38

)

400

 

(15

)

—

 

—

 

G_6m_1y

 

—

 

(15

)

1099013-9-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

3,398.21

 

400

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

1099013-9-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

(28,755.02

)

400

 

(15

)

—

 

—

 

G_6m_1y

 

—

 

(15

)

1099013-8-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

2,837.75

 

400

 

1

 

—

 

1

 

G_6m_1y

 

1

 

—

 

1099013-8-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

(27,560.76

)

400

 

(14

)

—

 

—

 

G_6m_1y

 

—

 

(14

)

1099013-7-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

2,222.07

 

400

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

 

1


 

Trade No

 

Counterparty

 

Status

 

B/S

 

Product

 

Package

 

C/P

 

Trade Date

 

Expiry Date

 

Settlement Date

 

1099013-7-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-USD/Vanilla KI

 

Variable Forward (Partial)

 

C

 

04-Nov-2004

 

26-May-2005

 

31-May-2005

 

1099013-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-USD/Vanilla

 

Variable Forward (Partial)

 

P

 

04-Nov-2004

 

27-Apr-2005

 

29-Apr-2005

 

1099013-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-USD/Vanilla KI

 

Variable Forward (Partial)

 

C

 

04-Nov-2004

 

27-Apr-2005

 

29-Apr-2005

 

1099013-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-USD/Vanilla

 

Variable Forward (Partial)

 

P

 

04-Nov-2004

 

29-Mar-2005

 

31-Mar-2005

 

1099013-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-USD/Vanilla KI

 

Variable Forward (Partial)

 

C

 

04-Nov-2004

 

29-Mar-2005

 

31-Mar-2005

 

1099013-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-USD/Vanilla

 

Variable Forward (Partial)

 

P

 

04-Nov-2004

 

25-Feb-2005

 

01-Mar-2005

 

1099013-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-USD/Vanilla KI

 

Variable Forward (Partial)

 

C

 

04-Nov-2004

 

25-Feb-2005

 

01-Mar-2005

 

1099013-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-USD/Vanilla

 

Variable Forward (Partial)

 

P

 

04-Nov-2004

 

27-Jan-2005

 

31-Jan-2005

 

1099013-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-USD/Vanilla KI

 

Variable Forward (Partial)

 

C

 

04-Nov-2004

 

27-Jan-2005

 

31-Jan-2005

 

1099013-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-USD/Vanilla

 

Variable Forward (Partial)

 

P

 

04-Nov-2004

 

29-Dec-2004

 

31-Dec-2004

 

1099013-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-USD/Vanilla KI

 

Variable Forward (Partial)

 

C

 

04-Nov-2004

 

29-Dec-2004

 

31-Dec-2004

 

1098832-7-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

29-Oct-2004

 

15-Sep-2005

 

19-Sep-2005

 

1098832-7-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

29-Oct-2004

 

15-Sep-2005

 

19-Sep-2005

 

1098832-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

29-Oct-2004

 

17-Aug-2005

 

19-Aug-2005

 

1098832-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

29-Oct-2004

 

17-Aug-2005

 

19-Aug-2005

 

1098832-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

29-Oct-2004

 

15-Jun-2005

 

17-Jun-2005

 

1098832-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

29-Oct-2004

 

15-Jun-2005

 

17-Jun-2005

 

1098832-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

29-Oct-2004

 

13-May-2005

 

17-May-2005

 

1098832-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

29-Oct-2004

 

13-May-2005

 

17-May-2005

 

1098832-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

29-Oct-2004

 

13-Apr-2005

 

15-Apr-2005

 

1098832-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

29-Oct-2004

 

13-Apr-2005

 

15-Apr-2005

 

1098832-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

29-Oct-2004

 

16-Mar-2005

 

18-Mar-2005

 

1098832-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

29-Oct-2004

 

16-Mar-2005

 

18-Mar-2005

 

1098832-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

29-Oct-2004

 

10-Feb-2005

 

14-Feb-2005

 

1098832-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

29-Oct-2004

 

10-Feb-2005

 

14-Feb-2005

 

1098371-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

19-Oct-2004

 

10-Jun-2005

 

14-Jun-2005

 

1098371-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

19-Oct-2004

 

10-Jun-2005

 

14-Jun-2005

 

1098371-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

19-Oct-2004

 

10-May-2005

 

12-May-2005

 

1098371-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

19-Oct-2004

 

10-May-2005

 

12-May-2005

 

1098371-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

19-Oct-2004

 

13-Apr-2005

 

15-Apr-2005

 

1098371-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

19-Oct-2004

 

13-Apr-2005

 

15-Apr-2005

 

1098371-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

19-Oct-2004

 

10-Mar-2005

 

14-Mar-2005

 

1098371-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

19-Oct-2004

 

10-Mar-2005

 

14-Mar-2005

 

1098371-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

19-Oct-2004

 

10-Feb-2005

 

14-Feb-2005

 

1098371-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

19-Oct-2004

 

10-Feb-2005

 

14-Feb-2005

 

1098371-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

19-Oct-2004

 

19-Jan-2005

 

21-Jan-2005

 

1098371-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

19-Oct-2004

 

19-Jan-2005

 

21-Jan-2005

 

1098317-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

18-Oct-2004

 

24-Mar-2005

 

30-Mar-2005

 

1098317-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

18-Oct-2004

 

24-Mar-2005

 

30-Mar-2005

 

1098317-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

18-Oct-2004

 

24-Feb-2005

 

28-Feb-2005

 

1098317-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

18-Oct-2004

 

24-Feb-2005

 

28-Feb-2005

 

1098060-7-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

11-Oct-2004

 

27-May-2005

 

31-May-2005

 

1098060-7-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

11-Oct-2004

 

27-May-2005

 

31-May-2005

 

1098060-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

11-Oct-2004

 

27-Apr-2005

 

29-Apr-2005

 

1098060-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

11-Oct-2004

 

27-Apr-2005

 

29-Apr-2005

 

1098060-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

11-Oct-2004

 

24-Mar-2005

 

30-Mar-2005

 

1098060-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

11-Oct-2004

 

24-Mar-2005

 

30-Mar-2005

 

1098060-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

11-Oct-2004

 

27-Apr-2005

 

29-Apr-2005

 

1098060-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

11-Oct-2004

 

27-Apr-2005

 

29-Apr-2005

 

1098060-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

11-Oct-2004

 

24-Mar-2005

 

30-Mar-2005

 

1098060-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

11-Oct-2004

 

24-Mar-2005

 

30-Mar-2005

 

1098060-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

11-Oct-2004

 

30-Dec-2004

 

04-Jan-2005

 

1098060-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

11-Oct-2004

 

30-Dec-2004

 

04-Jan-2005

 

1097910-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

06-Oct-2004

 

08-Sep-2005

 

12-Sep-2005

 

1097910-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

06-Oct-2004

 

08-Sep-2005

 

12-Sep-2005

 

1097910-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

06-Oct-2004

 

10-Aug-2005

 

12-Aug-2005

 

1097910-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

06-Oct-2004

 

10-Aug-2005

 

12-Aug-2005

 

1097910-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

06-Oct-2004

 

06-Jul-2005

 

08-Jul-2005

 

1097910-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

06-Oct-2004

 

06-Jul-2005

 

08-Jul-2005

 

1097910-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

06-Oct-2004

 

08-Jun-2005

 

10-Jun-2005

 

1097910-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

06-Oct-2004

 

08-Jun-2005

 

10-Jun-2005

 

1097896-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

06-Oct-2004

 

07-Mar-2005

 

09-Mar-2005

 

1097896-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

06-Oct-2004

 

07-Mar-2005

 

09-Mar-2005

 

1097896-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

06-Oct-2004

 

08-Feb-2005

 

10-Feb-2005

 

1097896-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

06-Oct-2004

 

08-Feb-2005

 

10-Feb-2005

 

1097896-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

06-Oct-2004

 

07-Jan-2005

 

11-Jan-2005

 

1097896-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

06-Oct-2004

 

07-Jan-2005

 

11-Jan-2005

 

1097894-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

06-Oct-2004

 

13-Jun-2005

 

15-Jun-2005

 

 

Trade No

 

Counterparty

 

Strike/Rate

 

Dealt Value

 

Premium Value

 

Value

 

Nominal
GBP_000s

 

MTM
GBP_000s

 

FCE
NAB_0
00s

 

CR_EQUIV
NAB_000s

 

TENOR
TYPE

 

Positive
replacement
cost

 

Negative
replacement
cost

 

1099013-7-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

(26,251.13

)

400

 

(14

)

—

 

—

 

G_6m_less

 

—

 

(14

)

1099013-6-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

1,667.27

 

400

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1099013-6-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

(25,060.36

)

400

 

(13

)

—

 

—

 

G_6m_less

 

—

 

(13

)

1099013-5-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

1,110.69

 

400

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1099013-5-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

(23,551.05

)

400

 

(12

)

—

 

—

 

G_6m_less

 

—

 

(12

)

1099013-4-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

539.66

 

400

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1099013-4-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

(21,343.33

)

400

 

(11

)

—

 

—

 

G_6m_less

 

—

 

(11

)

1099013-3-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

147.70

 

400

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1099013-3-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

(19,162.13

)

400

 

(10

)

—

 

—

 

G_6m_less

 

—

 

(10

)

1099013-2-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

2.92

 

400

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1099013-2-W

 

XXXXX XXXXX&XXX00000

 

1.250000

 

320,000.00

 

400,000.00

 

(11,965.78

)

400

 

(6

)

—

 

—

 

G_6m_less

 

—

 

(6

)

1098832-7-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

150,000.00

 

104,895.10

 

2,060.50

 

105

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

1098832-7-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

150,000.00

 

104,895.10

 

(2,490.68

)

105

 

(2

)

—

 

—

 

G_6m_1y

 

—

 

(2

)

1098832-6-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

150,000.00

 

104,895.10

 

2,018.46

 

105

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

1098832-6-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

150,000.00

 

104,895.10

 

(2,221.31

)

105

 

(2

)

—

 

—

 

G_6m_1y

 

—

 

(2

)

1098832-5-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

150,000.00

 

104,895.10

 

1,886.10

 

105

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

1098832-5-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

150,000.00

 

104,895.10

 

(1,598.65

)

105

 

(2

)

—

 

—

 

G_6m_1y

 

—

 

(2

)

1098832-4-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

150,000.00

 

104,895.10

 

1,802.51

 

105

 

2

 

—

 

2

 

G_6m_less

 

2

 

—

 

1098832-4-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

150,000.00

 

104,895.10

 

(1,246.79

)

105

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1098832-3-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

150,000.00

 

104,895.10

 

1,729.74

 

105

 

2

 

—

 

2

 

G_6m_less

 

2

 

—

 

1098832-3-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

150,000.00

 

104,895.10

 

(900.51

)

105

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1098832-2-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

150,000.00

 

104,895.10

 

1,633.52

 

105

 

2

 

—

 

2

 

G_6m_less

 

2

 

—

 

1098832-2-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

150,000.00

 

104,895.10

 

(578.36

)

105

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1098832-1-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

150,000.00

 

104,895.10

 

1,487.04

 

105

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1098832-1-W

 

XXXXX XXXXX&XXX00000

 

1.430000

 

150,000.00

 

104,895.10

 

(201.71

)

105

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1098371-6-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

300,000.00

 

206,896.55

 

2,490.64

 

207

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

1098371-6-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

300,000.00

 

206,896.55

 

(3,486.73

)

207

 

(3

)

—

 

—

 

G_6m_1y

 

—

 

(3

)

1098371-5-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

300,000.00

 

206,896.55

 

2,321.99

 

207

 

2

 

—

 

2

 

G_6m_less

 

2

 

—

 

1098371-5-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

300,000.00

 

206,896.55

 

(2,670.38

)

207

 

(3

)

—

 

—

 

G_6m_less

 

—

 

(3

)

1098371-4-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

300,000.00

 

206,896.55

 

2,136.06

 

207

 

2

 

—

 

2

 

G_6m_less

 

2

 

—

 

1098371-4-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

300,000.00

 

206,896.55

 

(1,998.44

)

207

 

(2

)

—

 

—

 

G_6m_less

 

—

 

(2

)

1098371-3-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

250,000.00

 

172,413.79

 

1,518.47

 

172

 

2

 

—

 

2

 

G_6m_less

 

2

 

—

 

1098371-3-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

250,000.00

 

172,413.79

 

(2,005.42

)

172

 

(2

)

—

 

—

 

G_6m_less

 

—

 

(2

)

1098371-2-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

250,000.00

 

172,413.79

 

1,267.97

 

172

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1098371-2-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

250,000.00

 

172,413.79

 

(1,196.72

)

172

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1098371-1-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

250,000.00

 

172,413.79

 

1,016.19

 

172

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1098371-1-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

250,000.00

 

172,413.79

 

(508.29

)

172

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1098317-2-W

 

XXXXX XXXXX&XXX00000

 

1.445000

 

250,000.00

 

173,010.38

 

1,865.14

 

173

 

2

 

—

 

2

 

G_6m_less

 

2

 

—

 

1098317-2-W

 

XXXXX XXXXX&XXX00000

 

1.445000

 

250,000.00

 

173,010.38

 

(2,046.70

)

173

 

(2

)

—

 

—

 

G_6m_less

 

—

 

(2

)

1098317-1-W

 

XXXXX XXXXX&XXX00000

 

1.445000

 

250,000.00

 

173,010.38

 

1,650.72

 

173

 

2

 

—

 

2

 

G_6m_less

 

2

 

—

 

1098317-1-W

 

XXXXX XXXXX&XXX00000

 

1.445000

 

250,000.00

 

173,010.38

 

(1,326.69

)

173

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1098060-7-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

100,000.00

 

68,493.15

 

639.34

 

68

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1098060-7-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

100,000.00

 

68,493.15

 

(1,579.05

)

68

 

(2

)

—

 

—

 

G_6m_less

 

—

 

(2

)

1098060-6-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

100,000.00

 

68,493.15

 

578.88

 

68

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1098060-6-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

100,000.00

 

68,493.15

 

(1,312.48

)

68

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1098060-5-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

100,000.00

 

68,493.15

 

482.60

 

68

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1098060-5-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

100,000.00

 

68,493.15

 

(969.91

)

68

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1098060-4-W

 

XXXXX XXXXX&XXX00000

 

1.490000

 

100,000.00

 

67,114.09

 

245.07

 

67

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1098060-4-W

 

XXXXX XXXXX&XXX00000

 

1.490000

 

100,000.00

 

67,114.09

 

(2,404.98

)

67

 

(2

)

—

 

—

 

G_6m_less

 

—

 

(2

)

1098060-3-W

 

XXXXX XXXXX&XXX00000

 

1.490000

 

100,000.00

 

67,114.09

 

172.64

 

67

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1098060-3-W

 

XXXXX XXXXX&XXX00000

 

1.490000

 

100,000.00

 

67,114.09

 

(2,083.02

)

67

 

(2

)

—

 

—

 

G_6m_less

 

—

 

(2

)

1098060-2-W

 

XXXXX XXXXX&XXX00000

 

1.490000

 

100,000.00

 

67,114.09

 

4.94

 

67

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1098060-2-W

 

XXXXX XXXXX&XXX00000

 

1.490000

 

100,000.00

 

67,114.09

 

(509.90

)

67

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1097910-4-W

 

XXXXX XXXXX&XXX00000

 

1.435000

 

150,000.00

 

104,529.62

 

1,890.07

 

105

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

1097910-4-W

 

XXXXX XXXXX&XXX00000

 

1.435000

 

150,000.00

 

104,529.62

 

(2,681.66

)

105

 

(3

)

—

 

—

 

G_6m_1y

 

—

 

(3

)

1097910-3-W

 

XXXXX XXXXX&XXX00000

 

1.435000

 

150,000.00

 

104,529.62

 

1,843.11

 

105

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

1097910-3-W

 

XXXXX XXXXX&XXX00000

 

1.435000

 

150,000.00

 

104,529.62

 

(2,419.36

)

105

 

(2

)

—

 

—

 

G_6m_1y

 

—

 

(2

)

1097910-2-W

 

XXXXX XXXXX&XXX00000

 

1.435000

 

150,000.00

 

104,529.62

 

1,767.52

 

105

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

1097910-2-W

 

XXXXX XXXXX&XXX00000

 

1.435000

 

150,000.00

 

104,529.62

 

(2,054.01

)

105

 

(2

)

—

 

—

 

G_6m_1y

 

—

 

(2

)

1097910-1-W

 

XXXXX XXXXX&XXX00000

 

1.435000

 

150,000.00

 

104,529.62

 

1,695.03

 

105

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

1097910-1-W

 

XXXXX XXXXX&XXX00000

 

1.435000

 

150,000.00

 

104,529.62

 

(1,761.88

)

105

 

(2

)

—

 

—

 

G_6m_1y

 

—

 

(2

)

1097896-3-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

150,000.00

 

102,739.73

 

650.06

 

103

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1097896-3-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

150,000.00

 

102,739.73

 

(1,302.16

)

103

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1097896-2-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

150,000.00

 

102,739.73

 

505.45

 

103

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1097896-2-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

150,000.00

 

102,739.73

 

(795.80

)

103

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1097896-1-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

150,000.00

 

102,739.73

 

259.21

 

103

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1097896-1-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

150,000.00

 

102,739.73

 

(120.99

)

103

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1097894-3-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

265,000.00

 

181,506.85

 

1,790.92

 

182

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

 

2


 

Trade No

 

Counterparty

 

Status

 

B/S

 

Product

 

Package

 

C/P

 

Trade Date

 

Expiry Date

 

Settlement Date

 

1097894-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

06-Oct-2004

 

13-Jun-2005

 

15-Jun-2005

 

1097894-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

06-Oct-2004

 

11-May-2005

 

13-May-2005

 

1097894-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

06-Oct-2004

 

11-May-2005

 

13-May-2005

 

1097894-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

06-Oct-2004

 

13-Apr-2005

 

15-Apr-2005

 

1097894-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

06-Oct-2004

 

13-Apr-2005

 

15-Apr-2005

 

1097756-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

01-Oct-2004

 

29-Dec-2004

 

31-Dec-2004

 

1097756-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

01-Oct-2004

 

29-Dec-2004

 

31-Dec-2004

 

1097557-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

22-Sep-2004

 

06-Jul-2005

 

08-Jul-2005

 

1097557-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

22-Sep-2004

 

06-Jul-2005

 

08-Jul-2005

 

1097557-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

22-Sep-2004

 

08-Jun-2005

 

10-Jun-2005

 

1097557-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

22-Sep-2004

 

08-Jun-2005

 

10-Jun-2005

 

1097557-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

22-Sep-2004

 

06-May-2005

 

10-May-2005

 

1097557-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

22-Sep-2004

 

06-May-2005

 

10-May-2005

 

1097557-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

22-Sep-2004

 

06-Apr-2005

 

08-Apr-2005

 

1097557-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

22-Sep-2004

 

06-Apr-2005

 

08-Apr-2005

 

1097520-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

21-Sep-2004

 

17-Aug-2005

 

19-Aug-2005

 

1097520-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

21-Sep-2004

 

17-Aug-2005

 

19-Aug-2005

 

1097520-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

21-Sep-2004

 

18-Jul-2005

 

20-Jul-2005

 

1097520-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

21-Sep-2004

 

18-Jul-2005

 

20-Jul-2005

 

1097520-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

21-Sep-2004

 

16-Jun-2005

 

20-Jun-2005

 

1097520-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

21-Sep-2004

 

16-Jun-2005

 

20-Jun-2005

 

1097520-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

21-Sep-2004

 

18-May-2005

 

20-May-2005

 

1097520-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

21-Sep-2004

 

18-May-2005

 

20-May-2005

 

1097520-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

21-Sep-2004

 

18-Apr-2005

 

20-Apr-2005

 

1097520-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

21-Sep-2004

 

18-Apr-2005

 

20-Apr-2005

 

1097520-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

21-Sep-2004

 

16-Mar-2005

 

18-Mar-2005

 

1097520-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

21-Sep-2004

 

16-Mar-2005

 

18-Mar-2005

 

1097402-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

15-Sep-2004

 

24-Feb-2005

 

28-Feb-2005

 

1097402-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

15-Sep-2004

 

24-Feb-2005

 

28-Feb-2005

 

1097402-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

15-Sep-2004

 

27-Jan-2005

 

31-Jan-2005

 

1097402-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

15-Sep-2004

 

27-Jan-2005

 

31-Jan-2005

 

1097402-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

15-Sep-2004

 

29-Dec-2004

 

31-Dec-2004

 

1097402-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

15-Sep-2004

 

29-Dec-2004

 

31-Dec-2004

 

1097301-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

10-Sep-2004

 

10-Mar-2005

 

14-Mar-2005

 

1097301-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

10-Sep-2004

 

10-Mar-2005

 

14-Mar-2005

 

1097301-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

10-Sep-2004

 

10-Feb-2005

 

14-Feb-2005

 

1097301-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

10-Sep-2004

 

10-Feb-2005

 

14-Feb-2005

 

1097301-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

10-Sep-2004

 

14-Jan-2005

 

18-Jan-2005

 

1097301-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

10-Sep-2004

 

14-Jan-2005

 

18-Jan-2005

 

1097281-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

09-Sep-2004

 

27-Jul-2005

 

29-Jul-2005

 

1097281-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

09-Sep-2004

 

27-Jul-2005

 

29-Jul-2005

 

1097281-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

09-Sep-2004

 

28-Jun-2005

 

30-Jun-2005

 

1097281-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

09-Sep-2004

 

28-Jun-2005

 

30-Jun-2005

 

1097281-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

09-Sep-2004

 

26-May-2005

 

31-May-2005

 

1097281-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

09-Sep-2004

 

26-May-2005

 

31-May-2005

 

1097281-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

09-Sep-2004

 

27-Apr-2005

 

29-Apr-2005

 

1097281-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

09-Sep-2004

 

27-Apr-2005

 

29-Apr-2005

 

1097281-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

09-Sep-2004

 

29-Mar-2005

 

31-Mar-2005

 

1097281-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

09-Sep-2004

 

29-Mar-2005

 

31-Mar-2005

 

1097281-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

09-Sep-2004

 

24-Feb-2005

 

28-Feb-2005

 

1097281-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

09-Sep-2004

 

24-Feb-2005

 

28-Feb-2005

 

1097132-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

01-Sep-2004

 

27-Jan-2005

 

31-Jan-2005

 

1097132-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

01-Sep-2004

 

27-Jan-2005

 

31-Jan-2005

 

1097132-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

01-Sep-2004

 

30-Dec-2004

 

04-Jan-2005

 

1097132-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

01-Sep-2004

 

30-Dec-2004

 

04-Jan-2005

 

1096770-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

20-Aug-2004

 

06-May-2005

 

10-May-2005

 

1096770-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

20-Aug-2004

 

06-May-2005

 

10-May-2005

 

1096770-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

20-Aug-2004

 

06-Apr-2005

 

08-Apr-2005

 

1096770-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

20-Aug-2004

 

06-Apr-2005

 

08-Apr-2005

 

1096770-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

20-Aug-2004

 

09-Mar-2005

 

11-Mar-2005

 

1096770-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

20-Aug-2004

 

09-Mar-2005

 

11-Mar-2005

 

1096393-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

10-Aug-2004

 

11-Mar-2005

 

15-Mar-2005

 

1096393-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

10-Aug-2004

 

11-Mar-2005

 

15-Mar-2005

 

1096393-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

10-Aug-2004

 

11-Feb-2005

 

15-Feb-2005

 

1096393-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

10-Aug-2004

 

11-Feb-2005

 

15-Feb-2005

 

1096393-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

10-Aug-2004

 

12-Jan-2005

 

14-Jan-2005

 

1096393-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

10-Aug-2004

 

12-Jan-2005

 

14-Jan-2005

 

1096393-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

10-Aug-2004

 

13-Dec-2004

 

15-Dec-2004

 

 

Trade No

 

Counterparty

 

Strike/Rate

 

Dealt Value

 

Premium Value

 

Value

 

Nominal
GBP_000s

 

MTM
GBP_000s

 

FCE
NAB_0
00s

 

CR_EQUIV
NAB_000s

 

TENOR
TYPE

 

Positive
replacement
cost

 

Negative
replacement
cost

 

1097894-3-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

265,000.00

 

181,506.85

 

(3,416.70

)

182

 

(3

)

—

 

—

 

G_6m_1y

 

—

 

(3

)

1097894-2-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

265,000.00

 

181,506.85

 

1,616.57

 

182

 

2

 

—

 

2

 

G_6m_less

 

2

 

—

 

1097894-2-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

265,000.00

 

181,506.85

 

(2,600.31

)

182

 

(3

)

—

 

—

 

G_6m_less

 

—

 

(3

)

1097894-1-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

265,000.00

 

181,506.85

 

1,443.34

 

182

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1097894-1-W

 

XXXXX XXXXX&XXX00000

 

1.460000

 

265,000.00

 

181,506.85

 

(1,926.14

)

182

 

(2

)

—

 

—

 

G_6m_less

 

—

 

(2

)

1097756-2-W

 

XXXXX XXXXX&XXX00000

 

1.465000

 

250,000.00

 

170,648.46

 

197.10

 

171

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1097756-2-W

 

XXXXX XXXXX&XXX00000

 

1.465000

 

250,000.00

 

170,648.46

 

(242.50

)

171

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1097557-4-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

200,000.00

 

137,931.03

 

1,768.22

 

138

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

1097557-4-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

200,000.00

 

137,931.03

 

(3,805.76

)

138

 

(4

)

—

 

—

 

G_6m_1y

 

—

 

(4

)

1097557-3-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

200,000.00

 

137,931.03

 

1,659.25

 

138

 

2

 

—

 

2

 

G_6m_1y

 

2

 

—

 

1097557-3-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

200,000.00

 

137,931.03

 

(3,427.66

)

138

 

(3

)

—

 

—

 

G_6m_1y

 

—

 

(3

)

1097557-2-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

200,000.00

 

137,931.03

 

1,523.48

 

138

 

2

 

—

 

2

 

G_6m_less

 

2

 

—

 

1097557-2-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

200,000.00

 

137,931.03

 

(2,961.82

)

138

 

(3

)

—

 

—

 

G_6m_less

 

—

 

(3

)

1097557-1-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

200,000.00

 

137,931.03

 

1,387.38

 

138

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1097557-1-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

200,000.00

 

137,931.03

 

(2,475.90

)

138

 

(2

)

—

 

—

 

G_6m_less

 

—

 

(2

)

1097520-6-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

50,000.00

 

34,482.76

 

475.91

 

34

 

0

 

—

 

0

 

G_6m_1y

 

0

 

—

 

1097520-6-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

50,000.00

 

34,482.76

 

(1,055.04

)

34

 

(1

)

—

 

—

 

G_6m_1y

 

—

 

(1

)

1097520-5-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

50,000.00

 

34,482.76

 

452.49

 

34

 

0

 

—

 

0

 

G_6m_1y

 

0

 

—

 

1097520-5-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

50,000.00

 

34,482.76

 

(959.96

)

34

 

(1

)

—

 

—

 

G_6m_1y

 

—

 

(1

)

1097520-4-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

50,000.00

 

34,482.76

 

421.25

 

34

 

0

 

—

 

0

 

G_6m_1y

 

0

 

—

 

1097520-4-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

50,000.00

 

34,482.76

 

(847.06

)

34

 

(1

)

—

 

—

 

G_6m_1y

 

—

 

(1

)

1097520-3-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

50,000.00

 

34,482.76

 

395.14

 

34

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1097520-3-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

50,000.00

 

34,482.76

 

(738.77

)

34

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1097520-2-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

50,000.00

 

34,482.76

 

362.22

 

34

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1097520-2-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

50,000.00

 

34,482.76

 

(622.04

)

34

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1097520-1-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

50,000.00

 

34,482.76

 

315.68

 

34

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1097520-1-W

 

XXXXX XXXXX&XXX00000

 

1.450000

 

50,000.00

 

34,482.76

 

(465.64

)

34

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1097402-3-W

 

XXXXX XXXXX&XXX00000

 

1.470000

 

100,000.00

 

68,027.21

 

268.29

 

68

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1097402-3-W

 

XXXXX XXXXX&XXX00000

 

1.470000

 

100,000.00

 

68,027.21

 

(1,051.99

)

68

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1097402-2-W

 

XXXXX XXXXX&XXX00000

 

1.470000

 

100,000.00

 

68,027.21

 

169.22

 

68

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1097402-2-W

 

XXXXX XXXXX&XXX00000

 

1.470000

 

100,000.00

 

68,027.21

 

(624.43

)

68

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1097402-1-W

 

XXXXX XXXXX&XXX00000

 

1.470000

 

100,000.00

 

68,027.21

 

48.28

 

68

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1097402-1-W

 

XXXXX XXXXX&XXX00000

 

1.470000

 

100,000.00

 

68,027.21

 

(78.24

)

68

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1097301-3-W

 

XXXXX XXXXX&XXX00000

 

1.465000

 

250,000.00

 

170,648.46

 

929.02

 

171

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1097301-3-W

 

XXXXX XXXXX&XXX00000

 

1.465000

 

250,000.00

 

170,648.46

 

(3,015.73

)

171

 

(3

)

—

 

—

 

G_6m_less

 

—

 

(3

)

1097301-2-W

 

XXXXX XXXXX&XXX00000

 

1.465000

 

250,000.00

 

170,648.46

 

691.60

 

171

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1097301-2-W

 

XXXXX XXXXX&XXX00000

 

1.465000

 

250,000.00

 

170,648.46

 

(2,141.87

)

171

 

(2

)

—

 

—

 

G_6m_less

 

—

 

(2

)

1097301-1-W

 

XXXXX XXXXX&XXX00000

 

1.465000

 

250,000.00

 

170,648.46

 

396.82

 

171

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1097301-1-W

 

XXXXX XXXXX&XXX00000

 

1.465000

 

250,000.00

 

170,648.46

 

(995.54

)

171

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1097281-6-W

 

XXXXX XXXXX&XXX00000

 

0.685000

 

130,000.00

 

89,050.00

 

987.94

 

89

 

1

 

—

 

1

 

G_6m_1y

 

1

 

—

 

1097281-6-W

 

XXXXX XXXXX&XXX00000

 

0.685000

 

130,000.00

 

89,050.00

 

(2,546.32

)

89

 

(3

)

—

 

—

 

G_6m_1y

 

—

 

(3

)

1097281-5-W

 

XXXXX XXXXX&XXX00000

 

0.685000

 

130,000.00

 

89,050.00

 

920.52

 

89

 

1

 

—

 

1

 

G_6m_1y

 

1

 

—

 

1097281-5-W

 

XXXXX XXXXX&XXX00000

 

0.685000

 

130,000.00

 

89,050.00

 

(2,261.87

)

89

 

(2

)

—

 

—

 

G_6m_1y

 

—

 

(2

)

1097281-4-W

 

XXXXX XXXXX&XXX00000

 

0.685000

 

130,000.00

 

89,050.00

 

829.43

 

89

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1097281-4-W

 

XXXXX XXXXX&XXX00000

 

0.685000

 

130,000.00

 

89,050.00

 

(1,913.77

)

89

 

(2

)

—

 

—

 

G_6m_less

 

—

 

(2

)

1097281-3-W

 

XXXXX XXXXX&XXX00000

 

0.685000

 

130,000.00

 

89,050.00

 

755.42

 

89

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1097281-3-W

 

XXXXX XXXXX&XXX00000

 

0.685000

 

130,000.00

 

89,050.00

 

(1,566.87

)

89

 

(2

)

—

 

—

 

G_6m_less

 

—

 

(2

)

1097281-2-W

 

XXXXX XXXXX&XXX00000

 

0.685000

 

130,000.00

 

89,050.00

 

657.53

 

89

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1097281-2-W

 

XXXXX XXXXX&XXX00000

 

0.685000

 

130,000.00

 

89,050.00

 

(1,194.77

)

89

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1097281-1-W

 

XXXXX XXXXX&XXX00000

 

0.685000

 

130,000.00

 

89,050.00

 

515.29

 

89

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1097281-1-W

 

XXXXX XXXXX&XXX00000

 

0.685000

 

130,000.00

 

89,050.00

 

(690.19

)

89

 

(1

)

—

 

—

 

G_6m_less

 

—

 

(1

)

1097132-4-W

 

XXXXX XXXXX&XXX00000

 

1.480000

 

250,000.00

 

168,918.92

 

239.30

 

169

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1097132-4-W

 

XXXXX XXXXX&XXX00000

 

1.480000

 

250,000.00

 

168,918.92

 

(3,286.40

)

169

 

(3

)

—

 

—

 

G_6m_less

 

—

 

(3

)

1097132-3-W

 

XXXXX XXXXX&XXX00000

 

1.480000

 

250,000.00

 

168,918.92

 

43.04

 

169

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1097132-3-W

 

XXXXX XXXXX&XXX00000

 

1.480000

 

250,000.00

 

168,918.92

 

(1,592.07

)

169

 

(2

)

—

 

—

 

G_6m_less

 

—

 

(2

)

1096770-3-W

 

XXXXX XXXXX&XXX00000

 

1.470000

 

150,000.00

 

102,040.82

 

688.94

 

102

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1096770-3-W

 

XXXXX XXXXX&XXX00000

 

1.470000

 

150,000.00

 

102,040.82

 

(2,953.31

)

102

 

(3

)

—

 

—

 

G_6m_less

 

—

 

(3

)

1096770-2-W

 

XXXXX XXXXX&XXX00000

 

1.470000

 

150,000.00

 

102,040.82

 

586.75

 

102

 

1

 

—

 

1

 

G_6m_less

 

1

 

—

 

1096770-2-W

 

XXXXX XXXXX&XXX00000

 

1.470000

 

150,000.00

 

102,040.82

 

(2,550.38

)

102

 

(3

)

—

 

—

 

G_6m_less

 

—

 

(3

)

1096770-1-W

 

XXXXX XXXXX&XXX00000

 

1.470000

 

150,000.00

 

102,040.82

 

465.51

 

102

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1096770-1-W

 

XXXXX XXXXX&XXX00000

 

1.470000

 

150,000.00

 

102,040.82

 

(2,137.71

)

102

 

(2

)

—

 

—

 

G_6m_less

 

—

 

(2

)

1096393-5-W

 

XXXXX XXXXX&XXX00000

 

1.500000

 

265,000.00

 

176,666.67

 

249.48

 

177

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1096393-5-W

 

XXXXX XXXXX&XXX00000

 

1.500000

 

265,000.00

 

176,666.67

 

(6,162.57

)

177

 

(6

)

—

 

—

 

G_6m_less

 

—

 

(6

)

1096393-4-W

 

XXXXX XXXXX&XXX00000

 

1.500000

 

260,000.00

 

173,333.33

 

123.57

 

173

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1096393-4-W

 

XXXXX XXXXX&XXX00000

 

1.500000

 

260,000.00

 

173,333.33

 

(5,282.44

)

173

 

(5

)

—

 

—

 

G_6m_less

 

—

 

(5

)

1096393-3-W

 

XXXXX XXXXX&XXX00000

 

1.500000

 

280,000.00

 

186,666.67

 

23.85

 

187

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1096393-3-W

 

XXXXX XXXXX&XXX00000

 

1.500000

 

280,000.00

 

186,666.67

 

(4,061.60

)

187

 

(4

)

—

 

—

 

G_6m_less

 

—

 

(4

)

1096393-2-W

 

XXXXX XXXXX&XXX00000

 

1.500000

 

280,000.00

 

186,666.67

 

0.00

 

187

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

 

3


 

Trade No

 

Counterparty

 

Status

 

B/S

 

Product

 

Package

 

C/P

 

Trade Date

 

Expiry Date

 

Settlement Date

 

1096393-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

10-Aug-2004

 

13-Dec-2004

 

15-Dec-2004

 

1095380-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla

 

 

 

C

 

11-Nov-2004

 

08-Dec-2004

 

10-Dec-2004

 

1095380-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

13-Jul-2004

 

08-Dec-2004

 

10-Dec-2004

 

1095205-7-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla

 

 

 

C

 

15-Nov-2004

 

13-Dec-2004

 

15-Dec-2004

 

1095205-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

08-Jul-2004

 

10-Jan-2005

 

12-Jan-2005

 

1095205-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

08-Jul-2004

 

10-Jan-2005

 

12-Jan-2005

 

1095205-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

08-Jul-2004

 

13-Dec-2004

 

15-Dec-2004

 

1092763-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

18-May-2004

 

11-Jan-2005

 

13-Jan-2005

 

1092763-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

18-May-2004

 

11-Jan-2005

 

13-Jan-2005

 

1092685-7-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

18-May-2004

 

16-Feb-2005

 

18-Feb-2005

 

1092685-7-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

18-May-2004

 

16-Feb-2005

 

18-Feb-2005

 

1092685-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

17-May-2004

 

18-Jan-2005

 

20-Jan-2005

 

1092685-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

17-May-2004

 

18-Jan-2005

 

20-Jan-2005

 

1092685-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

17-May-2004

 

16-Dec-2004

 

20-Dec-2004

 

1092685-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

17-May-2004

 

16-Dec-2004

 

20-Dec-2004

 

1091627-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

23-Apr-2004

 

09-Dec-2004

 

13-Dec-2004

 

1091627-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

23-Apr-2004

 

09-Dec-2004

 

13-Dec-2004

 

1091530-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

GBP-USD/Vanilla

 

Variable Forward (Partial)

 

C

 

21-Apr-2004

 

16-Feb-2005

 

18-Feb-2005

 

1091530-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

GBP-USD/Vanilla KI

 

Variable Forward (Partial)

 

P

 

21-Apr-2004

 

16-Feb-2005

 

18-Feb-2005

 

1091530-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

GBP-USD/Vanilla

 

Variable Forward (Partial)

 

C

 

21-Apr-2004

 

18-Jan-2005

 

20-Jan-2005

 

1091530-5-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

GBP-USD/Vanilla KI

 

Variable Forward (Partial)

 

P

 

21-Apr-2004

 

18-Jan-2005

 

20-Jan-2005

 

1091530-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

GBP-USD/Vanilla

 

Variable Forward (Partial)

 

C

 

21-Apr-2004

 

16-Dec-2004

 

20-Dec-2004

 

1091530-4-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

GBP-USD/Vanilla KI

 

Variable Forward (Partial)

 

P

 

21-Apr-2004

 

16-Dec-2004

 

20-Dec-2004

 

1089240-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

GBP-USD/Vanilla

 

Variable Forward (Participator)

 

P

 

05-Mar-2004

 

28-Jan-2005

 

01-Feb-2005

 

1089240-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

GBP-USD/Vanilla

 

Variable Forward (Participator)

 

C

 

05-Mar-2004

 

28-Jan-2005

 

01-Feb-2005

 

1087498-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

C

 

30-Jan-2004

 

08-Dec-2004

 

10-Dec-2004

 

1087498-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

P

 

30-Jan-2004

 

08-Dec-2004

 

10-Dec-2004

 

1086995-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

GBP-USD/Vanilla

 

Variable Forward (Participator)

 

P

 

22-Jan-2004

 

28-Jan-2005

 

01-Feb-2005

 

1086995-2-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

GBP-USD/Vanilla

 

Variable Forward (Participator)

 

C

 

22-Jan-2004

 

28-Jan-2005

 

01-Feb-2005

 

1081310-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla KO

 

Variable Forward (Advantage)

 

P

 

17-Nov-2003

 

03-Feb-2005

 

07-Feb-2005

 

1081310-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Advantage)

 

C

 

17-Nov-2003

 

03-Feb-2005

 

07-Feb-2005

 

1081310-3-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla KI

 

Variable Forward (Advantage)

 

P

 

17-Nov-2003

 

03-Feb-2005

 

07-Feb-2005

 

1081310-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

Variable Forward (Partial)

 

P

 

17-Nov-2003

 

12-Jan-2005

 

14-Jan-2005

 

1081310-1-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

S

 

EUR-GBP/Vanilla KI

 

Variable Forward (Partial)

 

C

 

17-Nov-2003

 

12-Jan-2005

 

14-Jan-2005

 

1050528-6-W

 

XXXXX XXXXX&XXX00000

 

Authorised

 

B

 

EUR-GBP/Vanilla

 

 

 

P

 

18-Nov-2002

 

30-Dec-2004

 

04-Jan-2005

 

 

Trade No

 

Counterparty

 

Strike/Rate

 

Dealt Value

 

Premium Value

 

Value

 

Nominal
GBP_000s

 

MTM
GBP_000s

 

FCE
NAB_0
00s

 

CR_EQUIV
NAB_000s

 

TENOR
TYPE

 

Positive
replacement
cost

 

Negative
replacement
cost

 

1096393-2-W

 

XXXXX XXXXX&XXX00000

 

1.500000

 

280,000.00

 

186,666.67

 

(82.17

)

187

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1095380-6-W

 

XXXXX XXXXX&XXX00000

 

1.505000

 

150,000.00

 

99,667.77

 

(4,008.11

)

100

 

(4

)

—

 

—

 

G_6m_less

 

—

 

(4

)

1095380-3-W

 

XXXXX XXXXX&XXX00000

 

1.505000

 

150,000.00

 

99,667.77

 

0.00

 

100

 

—

 

—

 

—

 

G_6m_less

 

—

 

—

 

1095205-7-W

 

XXXXX XXXXX&XXX00000

 

1.499000

 

250,000.00

 

166,777.85

 

(6,074.14

)

167

 

(6

)

—

 

—

 

G_6m_less

 

—

 

(6

)

1095205-5-W

 

XXXXX XXXXX&XXX00000

 

1.499000

 

250,000.00

 

166,777.85

 

18.87

 

167

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1095205-5-W

 

XXXXX XXXXX&XXX00000

 

1.499000

 

250,000.00

 

166,777.85

 

(4,851.15

)

167

 

(5

)

—

 

—

 

G_6m_less

 

—

 

(5

)

1095205-4-W

 

XXXXX XXXXX&XXX00000

 

1.499000

 

250,000.00

 

166,777.85

 

0.00

 

167

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1092763-2-W

 

XXXXX XXXXX&XXX00000

 

1.475000

 

200,000.00

 

135,593.22

 

141.68

 

136

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1092763-2-W

 

XXXXX XXXXX&XXX00000

 

1.475000

 

200,000.00

 

135,593.22

 

(448.51

)

136

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1092685-7-W

 

XXXXX XXXXX&XXX00000

 

1.472500

 

50,000.00

 

33,955.86

 

109.60

 

34

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1092685-7-W

 

XXXXX XXXXX&XXX00000

 

1.472500

 

50,000.00

 

33,955.86

 

(427.60

)

34

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1092685-5-W

 

XXXXX XXXXX&XXX00000

 

1.472500

 

50,000.00

 

33,955.86

 

57.17

 

34

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1092685-5-W

 

XXXXX XXXXX&XXX00000

 

1.472500

 

50,000.00

 

33,955.86

 

(175.64

)

34

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1092685-4-W

 

XXXXX XXXXX&XXX00000

 

1.472500

 

50,000.00

 

33,955.86

 

1.25

 

34

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1092685-4-W

 

XXXXX XXXXX&XXX00000

 

1.472500

 

50,000.00

 

33,955.86

 

(0.02

)

34

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1091627-4-W

 

XXXXX XXXXX&XXX00000

 

1.500000

 

500,000.00

 

333,333.33

 

0.00

 

333

 

—

 

—

 

—

 

G_6m_less

 

—

 

—

 

1091627-4-W

 

XXXXX XXXXX&XXX00000

 

1.500000

 

500,000.00

 

333,333.33

 

(0.00

)

333

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1091530-6-W

 

XXXXX XXXXX&XXX00000

 

1.755000

 

45,584.05

 

80,000.00

 

8,123.40

 

46

 

4

 

—

 

4

 

G_6m_less

 

4

 

—

 

1091530-6-W

 

XXXXX XXXXX&XXX00000

 

1.755000

 

45,584.05

 

80,000.00

 

(0.93

)

46

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1091530-5-W

 

XXXXX XXXXX&XXX00000

 

1.755000

 

45,584.05

 

80,000.00

 

8,290.39

 

46

 

4

 

—

 

4

 

G_6m_less

 

4

 

—

 

1091530-5-W

 

XXXXX XXXXX&XXX00000

 

1.755000

 

45,584.05

 

80,000.00

 

(0.00

)

46

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1091530-4-W

 

XXXXX XXXXX&XXX00000

 

1.755000

 

45,584.05

 

80,000.00

 

8,482.94

 

46

 

4

 

—

 

4

 

G_6m_less

 

4

 

—

 

1091530-4-W

 

XXXXX XXXXX&XXX00000

 

1.755000

 

45,584.05

 

80,000.00

 

0.00

 

46

 

—

 

—

 

—

 

G_6m_less

 

—

 

—

 

1089240-2-W

 

XXXXX XXXXX&XXX00000

 

1.830000

 

136,612.02

 

250,000.00

 

(205.79

)

137

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1089240-2-W

 

XXXXX XXXXX&XXX00000

 

1.830000

 

273,224.04

 

500,000.00

 

29,232.30

 

273

 

15

 

—

 

15

 

G_6m_less

 

15

 

—

 

1087498-6-W

 

XXXXX XXXXX&XXX00000

 

1.422500

 

80,000.00

 

56,239.02

 

0.00

 

56

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1087498-6-W

 

XXXXX XXXXX&XXX00000

 

1.422500

 

80,000.00

 

56,239.02

 

0.00

 

56

 

—

 

—

 

—

 

G_6m_less

 

—

 

—

 

1086995-2-W

 

XXXXX XXXXX&XXX00000

 

1.846500

 

135,354.62

 

249,932.30

 

(365.73

)

135

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1086995-2-W

 

XXXXX XXXXX&XXX00000

 

1.846500

 

270,782.56

 

500,000.00

 

24,842.80

 

271

 

13

 

—

 

13

 

G_6m_less

 

13

 

—

 

1081310-3-W

 

XXXXX XXXXX&XXX00000

 

1.420000

 

200,000.00

 

140,845.07

 

2,599.99

 

141

 

3

 

—

 

3

 

G_6m_less

 

3

 

—

 

1081310-3-W

 

XXXXX XXXXX&XXX00000

 

1.402000

 

200,000.00

 

142,653.35

 

(29.02

)

143

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1081310-3-W

 

XXXXX XXXXX&XXX00000

 

1.402000

 

200,000.00

 

142,653.35

 

0.00

 

143

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

1081310-1-W

 

XXXXX XXXXX&XXX00000

 

1.420000

 

200,000.00

 

140,845.07

 

2,527.69

 

141

 

3

 

—

 

3

 

G_6m_less

 

3

 

—

 

1081310-1-W

 

XXXXX XXXXX&XXX00000

 

1.420000

 

200,000.00

 

140,845.07

 

(0.71

)

141

 

(0

)

—

 

—

 

G_6m_less

 

—

 

(0

)

1050528-6-W

 

XXXXX XXXXX&XXX00000

 

1.550000

 

200,000.00

 

129,032.26

 

0.00

 

129

 

0

 

—

 

0

 

G_6m_less

 

0

 

—

 

 

4


 

LESS THAN 14 DAYS Maturity deals have been excluded ( for Credit Equivalent Calculation)

 

 

 

 

 

 

 

 

 

 

 

21,313,454.77

 

 

 

 

 

648,121.11

 

423,454.65

 

(458,362.65

)

 

BCH

 

CUST_ID

 

REFERENCE

 

P_L

 

SHORTNAME

 

SHARE

 

CCY1

 

AMOUNT1

 

DEAL_RATE

 

CCY2

 

AMOUNT2

 

TRES

 

NATA  LDN

 

XFF4600772906

 

(68.13

)

NATA LDN

 

(26.83

)

GBP

 

(55,344.40

)

1.4454940

 

EUR

 

80,000.00

 

TRES

 

NATA  LDN

 

XFO4600772265

 

(593.23

)

NATA LDN

 

(233.61

)

GBP

 

(30,696.44

)

1.4659680

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XWW4600696746

 

141.75

 

NATA LDN

 

55.82

 

GBP

 

(1,038,900.00

)

0.6926000

 

EUR

 

1,500,000.00

 

TRES

 

NATA  LDN

 

XWW4600696750

 

348.45

 

NATA LDN

 

137.22

 

GBP

 

(692,800.00

)

0.6928000

 

EUR

 

1,000,000.00

 

TRES

 

NATA  LDN

 

XWW4600696434

 

28,761.56

 

NATA LDN

 

11,325.79

 

GBP

 

(280,000.00

)

1.7825000

 

USD

 

499,100.00

 

TRES

 

NATA  LDN

 

XFF4600773173

 

(118.16

)

NATA LDN

 

(46.53

)

GBP

 

(27,621.94

)

1.4481240

 

EUR

 

40,000.00

 

TRES

 

NATA  XXX

 

XFF4600772557

 

(6,816.32

)

NATA XXX

 

(2,684.15

)

GBP

 

(237,207.73

)

1.4755000

 

EUR

 

350,000.00

 

TRES

 

NATA  LDN

 

XWW4600696218

 

85,934.88

 

NATA LDN

 

33,839.61

 

GBP

 

(583,839.33

)

1.7128000

 

USD

 

1,000,000.00

 

TRES

 

NATA  LDN

 

XFF4600773036

 

745.76

 

NATA LDN

 

293.67

 

GBP

 

(56,100.86

)

1.4260030

 

EUR

 

80,000.00

 

TRES

 

NATA  LDN

 

XWW4600696722

 

(14,701.05

)

NATA LDN

 

(5,789.01

)

GBP

 

(1,029,300.76

)

1.4573000

 

EUR

 

1,500,000.00

 

TRES

 

NATA  LDN

 

XFO4600772267

 

(596.98

)

NATA LDN

 

(235.08

)

GBP

 

(30,762.92

)

1.4628000

 

EUR

 

45,000.00

 

TRES

 

NATA  XXX

 

XFF4600772559

 

(7,435.21

)

NATA XXX

 

(2,927.85

)

GBP

 

(237,207.73

)

1.4755000

 

EUR

 

350,000.00

 

TRES

 

NATA  LDN

 

XWW4600696638

 

(60,007.75

)

NATA LDN

 

(23,629.97

)

GBP

 

(2,037,593.60

)

1.4723250

 

EUR

 

3,000,000.00

 

TRES

 

NATA  LDN

 

XFF4600773170

 

(233.31

)

NATA LDN

 

(91.88

)

GBP

 

(55,439.40

)

1.4430170

 

EUR

 

80,000.00

 

TRES

 

NATA  LDN

 

XWW4600696704

 

(10,677.00

)

NATA LDN

 

(4,204.41

)

GBP

 

(1,382,170.01

)

1.4470000

 

EUR

 

2,000,000.00

 

TRES

 

NATA  LDN

 

XWW4600696798

 

9,282.53

 

NATA LDN

 

3,655.30

 

GBP

 

(702,600.00

)

0.7026000

 

EUR

 

1,000,000.00

 

TRES

 

NATA  LDN

 

XFO4600772269

 

(603.13

)

NATA LDN

 

(237.50

)

GBP

 

(30,819.55

)

1.4601120

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XFO4600773059

 

387.89

 

NATA LDN

 

152.75

 

GBP

 

(35,077.21

)

1.4254270

 

EUR

 

50,000.00

 

TRES

 

NATA  XXX

 

XFF4600772561

 

(8,037.23

)

NATA XXX

 

(3,164.92

)

GBP

 

(237,207.73

)

1.4755000

 

EUR

 

350,000.00

 

TRES

 

NATA  LDN

 

XFO4600773057

 

405.43

 

NATA LDN

 

159.65

 

GBP

 

(35,134.84

)

1.4230890

 

EUR

 

50,000.00

 

TRES

 

NATA  LDN

 

XWW4600696858

 

10,558.27

 

NATA LDN

 

4,157.66

 

GBP

 

(704,920.34

)

1.4186000

 

EUR

 

1,000,000.00

 

TRES

 

NATA  LDN

 

XFO4600772271

 

(634.35

)

NATA LDN

 

(249.80

)

GBP

 

(30,863.10

)

1.4580520

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XFO4600773145

 

512.31

 

NATA LDN

 

201.74

 

GBP

 

(35,250.91

)

1.4184030

 

EUR

 

50,000.00

 

TRES

 

NATA  LDN

 

XWW4600696698

 

(6,048.21

)

NATA LDN

 

(2,381.68

)

GBP

 

(692,185.23

)

1.4447000

 

EUR

 

1,000,000.00

 

TRES

 

NATA  LDN

 

XWW4600696902

 

12,209.04

 

NATA LDN

 

4,807.70

 

GBP

 

(706,563.98

)

1.4153000

 

EUR

 

1,000,000.00

 

TRES

 

NATA  MEL

 

XFF4600772563

 

(8,800.14

)

NATA MEL

 

(3,465.34

)

GBP

 

(237,207.73

)

1.4755000

 

EUR

 

350,000.00

 

TRES

 

NATA  LDN

 

XFO4600772573

 

(783.38

)

NATA LDN

 

(308.48

)

GBP

 

(30,809.93

)

1.4605680

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XWW4600696866

 

98,707.67

 

NATA LDN

 

38,869.31

 

GBP

 

(1,500,000.00

)

1.8266000

 

USD

 

2,739,900.00

 

TRES

 

NATA  MEL

 

XFF4600772565

 

(9,413.38

)

NATA MEL

 

(3,706.82

)

GBP

 

(237,207.73

)

1.4755000

 

EUR

 

350,000.00

 

TRES

 

NATA  LDN

 

XWW4600696460

 

74,403.36

 

NATA LDN

 

29,298.71

 

GBP

 

(578,268.66

)

1.7293000

 

USD

 

1,000,000.00

 

TRES

 

NATA  LDN

 

XFO4600772575

 

(780.17

)

NATA LDN

 

(307.22

)

GBP

 

(30,883.62

)

1.4570830

 

EUR

 

45,000.00

 

TRES

 

NATA  MEL

 

XFF4600772567

 

(10,029.05

)

NATA MEL

 

(3,949.26

)

GBP

 

(237,207.73

)

1.4755000

 

EUR

 

350,000.00

 

TRES

 

NATA  LDN

 

XWW4600696464

 

75,041.01

 

NATA LDN

 

29,549.80

 

GBP

 

(579,676.54

)

1.7251000

 

USD

 

1,000,000.00

 

TRES

 

NATA  LDN

 

XFO4600772571

 

(775.37

)

NATA LDN

 

(305.33

)

GBP

 

(30,952.38

)

1.4538460

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XWW4600696904

 

12,169.13

 

NATA LDN

 

4,791.98

 

GBP

 

(710,984.71

)

1.4065000

 

EUR

 

1,000,000.00

 

TRES

 

NATA  LDN

 

XFO4600772680

 

(1,026.04

)

NATA LDN

 

(404.04

)

GBP

 

(30,817.19

)

1.4602240

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XWW4600696906

 

12,149.56

 

NATA LDN

 

4,784.28

 

GBP

 

(712,352.19

)

1.4038000

 

EUR

 

1,000,000.00

 

TRES

 

NATA  LDN

 

XFO4600772682

 

(1,101.97

)

NATA LDN

 

(433.94

)

GBP

 

(30,828.51

)

1.4596880

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XFO4600772689

 

(1,011.09

)

NATA LDN

 

(398.15

)

GBP

 

(30,961.88

)

1.4534000

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XFO4600772709

 

(818.37

)

NATA LDN

 

(322.26

)

GBP

 

(31,176.39

)

1.4434000

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XFO4600772711

 

(829.84

)

NATA LDN

 

(326.78

)

GBP

 

(31,228.31

)

1.4410000

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XFO4600772713

 

(822.00

)

NATA LDN

 

(323.69

)

GBP

 

(31,291.29

)

1.4381000

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XFO4600772715

 

(794.20

)

NATA LDN

 

(312.74

)

GBP

 

(31,372.00

)

1.4344000

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XFO4600772717

 

(787.42

)

NATA LDN

 

(310.07

)

GBP

 

(31,428.97

)

1.4318000

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XFO4600772719

 

(784.86

)

NATA LDN

 

(309.07

)

GBP

 

(31,488.35

)

1.4291000

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XFO4600772996

 

333.67

 

NATA LDN

 

131.40

 

GBP

 

(32,421.26

)

1.3879780

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XFO4600772998

 

353.05

 

NATA LDN

 

139.03

 

GBP

 

(32,498.01

)

1.3847000

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XFO4600773000

 

350.46

 

NATA LDN

 

138.01

 

GBP

 

(32,552.08

)

1.3824000

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XFO4600773002

 

339.48

 

NATA LDN

 

133.68

 

GBP

 

(32,601.61

)

1.3803000

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XFO4600773004

 

319.39

 

NATA LDN

 

125.77

 

GBP

 

(32,644.18

)

1.3785000

 

EUR

 

45,000.00

 

TRES

 

NATA  LDN

 

XFF4600773095

 

(428.69

)

NATA LDN

 

(168.81

)

USD

 

(17,626.00

)

1.2952800

 

EUR

 

13,607.87

 

TRES

 

NATA  LDN

 

XWW4600696686

 

(41,571.05

)

NATA LDN

 

(16,369.93

)

USD

 

(608,200.00

)

1.2164000

 

EUR

 

500,000.00

 

TRES

 

NATA  LDN

 

XFF4600773097

 

(591.99

)

NATA LDN

 

(233.12

)

USD

 

(24,365.00

)

1.2953800

 

EUR

 

18,809.15

 

TRES

 

NATA  LDN

 

XFF4600773099

 

(733.26

)

NATA LDN

 

(288.75

)

USD

 

(30,350.00

)

1.2957800

 

EUR

 

23,422.19

 

TRES

 

NATA  MEL

 

XFF4600772598

 

(4,681.75

)

NATA MEL

 

(1,843.59

)

USD

 

(100,000.00

)

1.8070000

 

GBP

 

55,340.34

 

TRES

 

NATA  LDN

 

XWW4600696684

 

(41,781.44

)

NATA LDN

 

(16,452.78

)

USD

 

(608,150.00

)

1.2163000

 

EUR

 

500,000.00

 

TRES

 

NATA  LDN

 

XWW4600696840

 

(17,173.89

)

NATA LDN

 

(6,762.77

)

USD

 

(712,855.00

)

1.2961000

 

EUR

 

550,000.00

 

TRES

 

NATA  LDN

 

XFF4600773101

 

(787.67

)

NATA LDN

 

(310.17

)

USD

 

(32,170.00

)

1.2953970

 

EUR

 

24,834.09

 

TRES

 

NATA  LDN

 

XFF4600773103

 

(444.74

)

NATA LDN

 

(175.13

)

USD

 

(18,166.00

)

1.2954350

 

EUR

 

14,023.09

 

TRES

 

NATA  LDN

 

XFF4600773105

 

(1,819.80

)

NATA LDN

 

(716.61

)

USD

 

(73,920.00

)

1.2954410

 

EUR

 

57,061.65

 

TRES

 

NATA  MEL

 

XFF4600772600

 

(4,569.38

)

NATA MEL

 

(1,799.34

)

USD

 

(100,000.00

)

1.8070000

 

GBP

 

55,340.34

 

TRES

 

NATA  LDN

 

XWW4600696838

 

(31,306.12

)

NATA LDN

 

(12,327.79

)

USD

 

(1,296,400.00

)

1.2964000

 

EUR

 

1,000,000.00

 

TRES

 

NATA  MEL

 

XFF4600772977

 

(4,457.81

)

NATA MEL

 

(1,755.41

)

USD

 

(100,000.00

)

1.8070000

 

GBP

 

55,340.34

 

TRES

 

NATA  LDN

 

XWW4600696836

 

(31,584.89

)

NATA LDN

 

(12,437.56

)

USD

 

(1,296,700.00

)

1.2967000

 

EUR

 

1,000,000.00

 

TRES

 

NATA  LDN

 

XFO4600772975

 

(3,318.04

)

NATA LDN

 

(1,306.59

)

USD

 

(75,000.00

)

1.8052670

 

GBP

 

41,545.10

 

TRES

 

NATA  LDN

 

XWW4600696834

 

(57,276.79

)

NATA LDN

 

(22,554.57

)

USD

 

(2,334,780.00

)

1.2971000

 

EUR

 

1,800,000.00

 

TRES

 

NATA  LDN

 

XWW4600696864

 

(34,325.06

)

NATA LDN

 

(13,516.59

)

USD

 

(1,293,300.00

)

1.2933000

 

EUR

 

1,000,000.00

 

TRES

 

NATA  LDN

 

XWW4600696862

 

(26,382.94

)

NATA LDN

 

(10,389.13

)

USD

 

(989,833.50

)

1.2939000

 

EUR

 

765,000.00

 

 

BCH

 

CUST_ID

 

REFERENCE

 

CONTRACT

 

SETTLE

 

REVAL_RATE

 

ELAPSED

 

TERM

 

TYPE

 

RESIDUAL

 

>6MTHS

 

PURCHASE
NOMEX

 

TRES

 

NATA  LDN

 

XFF4600772906

 

1-Oct-04

 

30-Dec-04

 

1.4440940

 

67

 

90

 

G

 

23

 

14D-1M

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772265

 

22-Apr-04

 

31-Dec-04

 

1.4439900

 

229

 

253

 

G

 

24

 

14D-1M

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696746

 

1-Oct-04

 

31-Dec-04

 

0.6925255

 

67

 

91

 

G

 

24

 

14D-1M

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696750

 

1-Oct-04

 

31-Dec-04

 

0.6925255

 

67

 

91

 

G

 

24

 

14D-1M

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696434

 

30-Mar-04

 

04-Jan-05

 

1.9393940

 

252

 

280

 

G

 

28

 

14D-1M

 

1.00000

 

TRES

 

NATA  LDN

 

XFF4600773173

 

2-Dec-04

 

07-Jan-05

 

1.4432620

 

5

 

36

 

G

 

31

 

14D-1M

 

1.00000

 

TRES

 

NATA  MEL

 

XFF4600772557

 

1-Jul-04

 

11-Jan-05

 

1.4428466

 

159

 

194

 

G

 

35

 

1M-2M

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696218

 

23-Dec-03

 

20-Jan-05

 

1.9373833

 

350

 

394

 

G

 

44

 

1M-2M

 

1.00000

 

TRES

 

NATA  LDN

 

XFF4600773036

 

4-Nov-04

 

28-Jan-05

 

1.4410900

 

33

 

85

 

G

 

52

 

1M-2M

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696722

 

20-Sep-04

 

28-Jan-05

 

1.4410900

 

78

 

130

 

G

 

52

 

1M-2M

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772267

 

22-Apr-04

 

31-Jan-05

 

1.4407800

 

229

 

284

 

G

 

55

 

1M-2M

 

1.00000

 

TRES

 

NATA  MEL

 

XFF4600772559

 

1-Jul-04

 

08-Feb-05

 

1.4399533

 

159

 

222

 

G

 

63

 

2M-3M

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696638

 

16-Aug-04

 

18-Feb-05

 

1.4389500

 

113

 

186

 

G

 

73

 

2M-3M

 

1.00000

 

TRES

 

NATA  LDN

 

XFF4600773170

 

2-Dec-04

 

25-Feb-05

 

1.4382500

 

5

 

85

 

G

 

80

 

2M-3M

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696704

 

13-Sep-04

 

25-Feb-05

 

1.4382500

 

85

 

165

 

G

 

80

 

2M-3M

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696798

 

20-Oct-04

 

25-Feb-05

 

0.6952894

 

48

 

128

 

G

 

80

 

2M-3M

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772269

 

22-Apr-04

 

28-Feb-05

 

1.4379500

 

229

 

312

 

G

 

83

 

2M-3M

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600773059

 

5-Nov-04

 

28-Feb-05

 

1.4379500

 

32

 

115

 

G

 

83

 

2M-3M

 

1.00000

 

TRES

 

NATA  MEL

 

XFF4600772561

 

1-Jul-04

 

08-Mar-05

 

1.4371500

 

159

 

250

 

G

 

91

 

2M-3M

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600773057

 

5-Nov-04

 

18-Mar-05

 

1.4361402

 

32

 

133

 

G

 

101

 

3M-6M

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696858

 

11-Nov-04

 

24-Mar-05

 

1.4355336

 

26

 

133

 

G

 

107

 

3M-6M

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772271

 

22-Apr-04

 

31-Mar-05

 

1.4348260

 

229

 

343

 

G

 

114

 

3M-6M

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600773145

 

25-Nov-04

 

31-Mar-05

 

1.4348260

 

12

 

126

 

G

 

114

 

3M-6M

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696698

 

9-Sep-04

 

31-Mar-05

 

1.4348260

 

89

 

203

 

G

 

114

 

3M-6M

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696902

 

24-Nov-04

 

31-Mar-05

 

1.4348260

 

13

 

127

 

G

 

114

 

3M-6M

 

1.00000

 

TRES

 

NATA  MEL

 

XFF4600772563

 

1-Jul-04

 

12-Apr-05

 

1.4336130

 

159

 

285

 

G

 

126

 

3M-6M

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772573

 

5-Jul-04

 

29-Apr-05

 

1.4318945

 

155

 

298

 

G

 

143

 

3M-6M

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696866

 

12-Nov-04

 

29-Apr-05

 

1.9264391

 

25

 

168

 

G

 

143

 

3M-6M

 

1.00000

 

TRES

 

NATA  MEL

 

XFF4600772565

 

1-Jul-04

 

10-May-05

 

1.4307826

 

159

 

313

 

G

 

154

 

3M-6M

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696460

 

14-Apr-04

 

20-May-05

 

1.9242934

 

237

 

401

 

G

 

164

 

3M-6M

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772575

 

5-Jul-04

 

31-May-05

 

1.4286597

 

155

 

330

 

G

 

175

 

3M-6M

 

1.00000

 

TRES

 

NATA  MEL

 

XFF4600772567

 

1-Jul-04

 

07-Jun-05

 

1.4279521

 

159

 

341

 

G

 

182

 

6M-1Y

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696464

 

14-Apr-04

 

24-Jun-05

 

1.9209456

 

237

 

436

 

G

 

199

 

6M-1Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772571

 

5-Jul-04

 

30-Jun-05

 

1.4257184

 

155

 

360

 

G

 

205

 

6M-1Y

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696904

 

24-Nov-04

 

30-Jun-05

 

1.4257184

 

13

 

218

 

G

 

205

 

6M-1Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772680

 

10-Aug-04

 

29-Jul-05

 

1.4229130

 

119

 

353

 

G

 

234

 

6M-1Y

 

1.00000

 

TRES

 

NATA  LDN

 

XWW4600696906

 

24-Nov-04

 

29-Jul-05

 

1.4229130

 

13

 

247

 

G

 

234

 

6M-1Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772682

 

10-Aug-04

 

31-Aug-05

 

1.4197206

 

119

 

386

 

G

 

267

 

6M-1Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772689

 

10-Aug-04

 

30-Sep-05

 

1.4169576

 

119

 

416

 

G

 

297

 

6M-1Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772709

 

17-Aug-04

 

31-Oct-05

 

1.4141642

 

112

 

440

 

G

 

328

 

6M-1Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772711

 

17-Aug-04

 

30-Nov-05

 

1.4114609

 

112

 

470

 

G

 

358

 

6M-1Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772713

 

17-Aug-04

 

30-Dec-05

 

1.4089505

 

112

 

500

 

G

 

388

 

1Y-2Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772715

 

17-Aug-04

 

31-Jan-06

 

1.4063608

 

112

 

532

 

G

 

420

 

1Y-2Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772717

 

17-Aug-04

 

28-Feb-06

 

1.4040949

 

112

 

560

 

G

 

448

 

1Y-2Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772719

 

17-Aug-04

 

31-Mar-06

 

1.4015862

 

112

 

591

 

G

 

479

 

1Y-2Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772996

 

29-Oct-04

 

28-Apr-06

 

1.3993203

 

39

 

546

 

G

 

507

 

1Y-2Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600772998

 

29-Oct-04

 

31-May-06

 

1.3966497

 

39

 

579

 

G

 

540

 

1Y-2Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600773000

 

29-Oct-04

 

30-Jun-06

 

1.3942219

 

39

 

609

 

G

 

570

 

1Y-2Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600773002

 

29-Oct-04

 

31-Jul-06

 

1.3917132

 

39

 

640

 

G

 

601

 

1Y-2Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFO4600773004

 

29-Oct-04

 

31-Aug-06

 

1.3892044

 

39

 

671

 

G

 

632

 

1Y-2Y

 

1.00000

 

TRES

 

NATA  LDN

 

XFF4600773095

 

12-Nov-04

 

30-Dec-04

 

1.3434125

 

25

 

48

 

G

 

23

 

14D-1M

 

1.94276

 

TRES

 

NATA  LDN

 

XWW4600696686

 

3-Sep-04

 

31-Dec-04

 

1.3434234

 

95

 

119

 

G

 

24

 

14D-1M

 

1.94276

 

TRES

 

NATA  LDN

 

XFF4600773097

 

12-Nov-04

 

03-Jan-05

 

1.3434560

 

25

 

52

 

G

 

27

 

14D-1M

 

1.94276

 

TRES

 

NATA  LDN

 

XFF4600773099

 

12-Nov-04

 

14-Jan-05

 

1.3435660

 

25

 

63

 

G

 

38

 

1M-2M

 

1.94276

 

TRES

 

NATA  MEL

 

XFF4600772598

 

8-Jul-04

 

31-Jan-05

 

1.9359900

 

152

 

207

 

G

 

55

 

1M-2M

 

1.94276

 

TRES

 

NATA  LDN

 

XWW4600696684

 

3-Sep-04

 

31-Jan-05

 

1.3437096

 

95

 

150

 

G

 

55

 

1M-2M

 

1.94276

 

TRES

 

NATA  LDN

 

XWW4600696840

 

8-Nov-04

 

31-Jan-05

 

1.3437096

 

29

 

84

 

G

 

55

 

1M-2M

 

1.94276

 

TRES

 

NATA  LDN

 

XFF4600773101

 

12-Nov-04

 

04-Feb-05

 

1.3437434

 

25

 

84

 

G

 

59

 

1M-2M

 

1.94276

 

TRES

 

NATA  LDN

 

XFF4600773103

 

12-Nov-04

 

07-Feb-05

 

1.3437688

 

25

 

87

 

G

 

62

 

2M-3M

 

1.94276

 

TRES

 

NATA  LDN

 

XFF4600773105

 

12-Nov-04

 

24-Feb-05

 

1.3439953

 

25

 

104

 

G

 

79

 

2M-3M

 

1.94276

 

TRES

 

NATA  MEL

 

XFF4600772600

 

8-Jul-04

 

28-Feb-05

 

1.9326785

 

152

 

235

 

G

 

83

 

2M-3M

 

1.94276

 

TRES

 

NATA  LDN

 

XWW4600696838

 

8-Nov-04

 

28-Feb-05

 

1.3440513

 

29

 

112

 

G

 

83

 

2M-3M

 

1.94276

 

TRES

 

NATA  MEL

 

XFF4600772977

 

22-Oct-04

 

31-Mar-05

 

1.9294021

 

46

 

160

 

G

 

114

 

3M-6M

 

1.94276

 

TRES

 

NATA  LDN

 

XWW4600696836

 

8-Nov-04

 

31-Mar-05

 

1.3446941

 

29

 

143

 

G

 

114

 

3M-6M

 

1.94276

 

TRES

 

NATA  LDN

 

XFO4600772975

 

21-Oct-04

 

29-Apr-05

 

1.9264391

 

47

 

190

 

G

 

143

 

3M-6M

 

1.94276

 

TRES

 

NATA  LDN

 

XWW4600696834

 

8-Nov-04

 

29-Apr-05

 

1.3453777

 

29

 

172

 

G

 

143

 

3M-6M

 

1.94276

 

TRES

 

NATA  LDN

 

XWW4600696864

 

12-Nov-04

 

29-Apr-05

 

1.3453777

 

25

 

168

 

G

 

143

 

3M-6M

 

1.94276

 

TRES

 

NATA  LDN

 

XWW4600696862

 

12-Nov-04

 

31-May-05

 

1.3461354

 

25

 

200

 

G

 

175

 

3M-6M

 

1.94276

 

 

BCH

 

CUST_ID

 

REFERENCE

 

PURCHASED
AT SPOT

 

SOLD
NOMEX

 

SOLD AT
SPOT

 

CREDIT
EQUIVALENT

 

POSITIVE
REPLACEMENT
COST

 

NEGATIVE
REPLACEMENT
COST

 

TRES

 

NATA  LDN

 

XFF4600772906

 

55,344

 

1.44626

 

55,315

 

553.44

 

—

 

(68

)

TRES

 

NATA  LDN

 

XFO4600772265

 

30,696

 

1.44626

 

31,115

 

306.96

 

—

 

(593

)

TRES

 

NATA  LDN

 

XWW4600696746

 

1,038,900

 

1.44626

 

1,037,160

 

10,530.75

 

142

 

—

 

TRES

 

NATA  LDN

 

XWW4600696750

 

692,800

 

1.44626

 

691,440

 

7,276.45

 

348

 

—

 

TRES

 

NATA  LDN

 

XWW4600696434

 

280,000

 

1.94276

 

256,903

 

31,561.56

 

28,762

 

—

 

TRES

 

NATA  LDN

 

XFF4600773173

 

27,622

 

1.44626

 

27,658

 

276.22

 

—

 

(118

)

TRES

 

NATA  MEL

 

XFF4600772557

 

237,208

 

1.44626

 

242,004

 

2,372.08

 

—

 

(6,816

)

TRES

 

NATA  LDN

 

XWW4600696218

 

583,839

 

1.94276

 

514,732

 

91,773.27

 

85,935

 

—

 

TRES

 

NATA  LDN

 

XFF4600773036

 

56,101

 

1.44626

 

55,315

 

1,306.77

 

746

 

—

 

TRES

 

NATA  LDN

 

XWW4600696722

 

1,029,301

 

1.44626

 

1,037,160

 

10,293.01

 

—

 

(14,701

)

TRES

 

NATA  LDN

 

XFO4600772267

 

30,763

 

1.44626

 

31,115

 

307.63

 

—

 

(597

)

TRES

 

NATA  MEL

 

XFF4600772559

 

237,208

 

1.44626

 

242,004

 

2,372.08

 

—

 

(7,435

)

TRES

 

NATA  LDN

 

XWW4600696638

 

2,037,594

 

1.44626

 

2,074,320

 

20,375.94

 

—

 

(60,008

)

TRES

 

NATA  LDN

 

XFF4600773170

 

55,439

 

1.44626

 

55,315

 

554.39

 

—

 

(233

)

TRES

 

NATA  LDN

 

XWW4600696704

 

1,382,170

 

1.44626

 

1,382,880

 

13,821.70

 

—

 

(10,677

)

TRES

 

NATA  LDN

 

XWW4600696798

 

702,600

 

1.44626

 

691,440

 

16,308.53

 

9,283

 

—

 

TRES

 

NATA  LDN

 

XFO4600772269

 

30,820

 

1.44626

 

31,115

 

308.20

 

—

 

(603

)

TRES

 

NATA  LDN

 

XFO4600773059

 

35,077

 

1.44626

 

34,572

 

738.66

 

388

 

—

 

TRES

 

NATA  MEL

 

XFF4600772561

 

237,208

 

1.44626

 

242,004

 

2,372.08

 

—

 

(8,037

)

TRES

 

NATA  LDN

 

XFO4600773057

 

35,135

 

1.44626

 

34,572

 

756.78

 

405

 

—

 

TRES

 

NATA  LDN

 

XWW4600696858

 

704,920

 

1.44626

 

691,440

 

17,607.47

 

10,558

 

—

 

TRES

 

NATA  LDN

 

XFO4600772271

 

30,863

 

1.44626

 

31,115

 

308.63

 

—

 

(634

)

TRES

 

NATA  LDN

 

XFO4600773145

 

35,251

 

1.44626

 

34,572

 

864.82

 

512

 

—

 

TRES

 

NATA  LDN

 

XWW4600696698

 

692,185

 

1.44626

 

691,440

 

6,921.85

 

—

 

(6,048

)

TRES

 

NATA  LDN

 

XWW4600696902

 

706,564

 

1.44626

 

691,440

 

19,274.68

 

12,209

 

—

 

TRES

 

NATA  MEL

 

XFF4600772563

 

237,208

 

1.44626

 

242,004

 

2,372.08

 

—

 

(8,800

)

TRES

 

NATA  LDN

 

XFO4600772573

 

30,810

 

1.44626

 

31,115

 

308.10

 

—

 

(783

)

TRES

 

NATA  LDN

 

XWW4600696866

 

1,500,000

 

1.94276

 

1,410,315

 

113,707.67

 

98,708

 

—

 

TRES

 

NATA  MEL

 

XFF4600772565

 

237,208

 

1.44626

 

242,004

 

2,372.08

 

—

 

(9,413

)

TRES

 

NATA  LDN

 

XWW4600696460

 

578,269

 

1.94276

 

514,732

 

80,186.05

 

74,403

 

—

 

TRES

 

NATA  LDN

 

XFO4600772575

 

30,884

 

1.44626

 

31,115

 

308.84

 

—

 

(780

)

TRES

 

NATA  MEL

 

XFF4600772567

 

237,208

 

1.44626

 

242,004

 

2,372.08

 

—

 

(10,029

)

TRES

 

NATA  LDN

 

XWW4600696464

 

579,677

 

1.94276

 

514,732

 

80,837.78

 

75,041

 

—

 

TRES

 

NATA  LDN

 

XFO4600772571

 

30,952

 

1.44626

 

31,115

 

309.52

 

—

 

(775

)

TRES

 

NATA  LDN

 

XWW4600696904

 

710,985

 

1.44626

 

691,440

 

19,278.98

 

12,169

 

—

 

TRES

 

NATA  LDN

 

XFO4600772680

 

30,817

 

1.44626

 

31,115

 

308.17

 

—

 

(1,026

)

TRES

 

NATA  LDN

 

XWW4600696906

 

712,352

 

1.44626

 

691,440

 

19,273.08

 

12,150

 

—

 

TRES

 

NATA  LDN

 

XFO4600772682

 

30,829

 

1.44626

 

31,115

 

308.29

 

—

 

(1,102

)

TRES

 

NATA  LDN

 

XFO4600772689

 

30,962

 

1.44626

 

31,115

 

309.62

 

—

 

(1,011

)

TRES

 

NATA  LDN

 

XFO4600772709

 

31,176

 

1.44626

 

31,115

 

311.76

 

—

 

(818

)

TRES

 

NATA  LDN

 

XFO4600772711

 

31,228

 

1.44626

 

31,115

 

312.28

 

—

 

(830

)

TRES

 

NATA  LDN

 

XFO4600772713

 

31,291

 

1.44626

 

31,115

 

1,564.56

 

—

 

(822

)

TRES

 

NATA  LDN

 

XFO4600772715

 

31,372

 

1.44626

 

31,115

 

1,568.60

 

—

 

(794

)

TRES

 

NATA  LDN

 

XFO4600772717

 

31,429

 

1.44626

 

31,115

 

1,571.45

 

—

 

(787

)

TRES

 

NATA  LDN

 

XFO4600772719

 

31,488

 

1.44626

 

31,115

 

1,574.42

 

—

 

(785

)

TRES

 

NATA  LDN

 

XFO4600772996

 

32,421

 

1.44626

 

31,115

 

1,954.73

 

334

 

—

 

TRES

 

NATA  LDN

 

XFO4600772998

 

32,498

 

1.44626

 

31,115

 

1,977.95

 

353

 

—

 

TRES

 

NATA  LDN

 

XFO4600773000

 

32,552

 

1.44626

 

31,115

 

1,978.06

 

350

 

—

 

TRES

 

NATA  LDN

 

XFO4600773002

 

32,602

 

1.44626

 

31,115

 

1,969.56

 

339

 

—

 

TRES

 

NATA  LDN

 

XFO4600773004

 

32,644

 

1.44626

 

31,115

 

1,951.60

 

319

 

—

 

TRES

 

NATA  LDN

 

XFF4600773095

 

9,073

 

1.44626

 

9,409

 

90.73

 

—

 

(429

)

TRES

 

NATA  LDN

 

XWW4600696686

 

313,060

 

1.44626

 

345,720

 

3,130.60

 

—

 

(41,571

)

TRES

 

NATA  LDN

 

XFF4600773097

 

12,541

 

1.44626

 

13,005

 

125.41

 

—

 

(592

)

TRES

 

NATA  LDN

 

XFF4600773099

 

15,622

 

1.44626

 

16,195

 

156.22

 

—

 

(733

)

TRES

 

NATA  MEL

 

XFF4600772598

 

51,473

 

1.00000

 

55,340

 

514.73

 

—

 

(4,682

)

TRES

 

NATA  LDN

 

XWW4600696684

 

313,034

 

1.44626

 

345,720

 

3,130.34

 

—

 

(41,781

)

TRES

 

NATA  LDN

 

XWW4600696840

 

366,930

 

1.44626

 

380,292

 

3,669.30

 

—

 

(17,174

)

TRES

 

NATA  LDN

 

XFF4600773101

 

16,559

 

1.44626

 

17,171

 

165.59

 

—

 

(788

)

TRES

 

NATA  LDN

 

XFF4600773103

 

9,351

 

1.44626

 

9,696

 

93.51

 

—

 

(445

)

TRES

 

NATA  LDN

 

XFF4600773105

 

38,049

 

1.44626

 

39,455

 

380.49

 

—

 

(1,820

)

TRES

 

NATA  MEL

 

XFF4600772600

 

51,473

 

1.00000

 

55,340

 

514.73

 

—

 

(4,569

)

TRES

 

NATA  LDN

 

XWW4600696838

 

667,299

 

1.44626

 

691,440

 

6,672.99

 

—

 

(31,306

)

TRES

 

NATA  MEL

 

XFF4600772977

 

51,473

 

1.00000

 

55,340

 

514.73

 

—

 

(4,458

)

TRES

 

NATA  LDN

 

XWW4600696836

 

667,453

 

1.44626

 

691,440

 

6,674.53

 <

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Filed: January 21st, 2005
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