Exhibit 4.1
EXECUTION VERSION
FOURTH AMENDMENT AND RESTATEMENT AGREEMENT
DATED 5 August 2019
relating to a
TERM FACILITY AGREEMENT
dated 20 May 2013 as amended and restated pursuant to amendment and
restatement agreements dated 11 August 2014 and 15 May 2015, an amendment
letter dated 26 June 2015, an amendment letter dated 11 September 2015 and an
amendment and restatement agreement dated 14 June 2018
between
RED FOOTBALL LIMITED
as Company
MANCHESTER UNITED FOOTBALL CLUB LIMITED
as Borrower
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL
DESIGNATED ACTIVITY COMPANY
as Agent
and
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL
DESIGNATED ACTIVITY COMPANY
as Lender
McGuireWoods London LLP
11 Pilgrim Street
London EC4V 6RN
DX 249 London/Chancery Lane
Tel: 020 7632 1600
Fax: 020 7632 1638
TABLE OF CONTENTS
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Clause No.
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Page No.
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1
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INTERPRETATION
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2
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3
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AMENDMENTS TO AND RESTATEMENT OF THE FACILITY AGREEMENT
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3
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4
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REPRESENTATIONS AND WARRANTIES
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3
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5
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EXPENSES
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3
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6
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CONDITIONS PRECEDENT
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4
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8
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CONSENT OF THE GUARANTORS
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4
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9
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MISCELLANEOUS
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4
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10
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THIRD PARTY RIGHTS
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5
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11
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GOVERNING LAW
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5
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SCHEDULE 1 - Conditions Precedent to the Effective Date
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6
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SCHEDULE 2 - Amended and Restated Facility Agreement
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7
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This FOURTH AMENDMENT AND RESTATEMENT AGREEMENT (“Fourth Amendment and Restatement Agreement”) is made the 5 August 2019 among:
(1) RED FOOTBALL LIMITED (registration number 5370076) (the “Company”);
(2) MANCHESTER UNITED FOOTBALL CLUB LIMITED (registration number 00095489) (“MUFC” or the “Borrower”);
(2) BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY (the “Agent”); and
(3) BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY (the “Lender”).
BACKGROUND:
(A) By a term facility agreement dated 20 May 2013 (the “Original Facility Agreement”) between the Company, the Original Agent and Bank of America, N.A. as the Original Lender, the Original Lender agreed to make available a term facility to MU Finance plc, as Borrower, on the terms and conditions set out in the Original Facility Agreement.
(B) Pursuant to an amendment and restatement agreement dated 11 August 2014 and an amendment and restatement agreement dated 15 May 2015 the parties amended and restated the Original Facility Agreement and pursuant to an amendment letter dated 26 June 2015 and an amendment letter dated 11 September 2015 the parties made further amendments to the Original Facility Agreement and pursuant to an amendment and restatement agreement dated 14 June 2018 the parties further amended and restated the Original Facility Agreement (the Original Facility Agreement as amended and restated and subsequently amended being the “Facility Agreement”).
(C) Pursuant to the amendment and restatement agreement dated 14 June 2018, MU Finance Limited (formerly known as MU Finance Plc) as Original Borrower resigned as a Borrower and MUFC acceded as a Borrower under the Facility Agreement.
(D) Pursuant to Clause 2.3 (Obligors’ Agent) of the Facility Agreement, each Obligor (other than the Company) irrevocably appointed the Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorised the Company to effect amendments, supplements and variations to the Finance Documents notwithstanding that they may affect an Obligor, without further reference to or the consent of that Obligor.
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(E) The parties wish to amend and restate the Facility Agreement to, amongst other things, extend the Termination Date.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Terms defined
In this Fourth Amendment and Restatement Agreement:
1.1.1 Unless defined in this Fourth Amendment and Restatement Agreement, a term defined in the Restated Facility Agreement has the same meaning in this Fourth Amendment and Restatement Agreement.
1.1.2 “Effective Date” means the date on which the Agent provides the confirmation pursuant to Clause 6 (Conditions Precedent) below.
1.1.3 “Restated Facility Agreement” means the Facility Agreement as amended and restated in the form set out in Schedule 2 (Amended and Restated Facility Agreement) (subject to any further amendments and changes made after the date of this Fourth Amendment and Restatement Agreement mutually agreed between the Lender and the Agent).
References in the Facility Agreement to “this Agreement”, “hereof”, “hereunder” and expressions of similar import shall be deemed to be references to the Facility Agreement (as amended and restated by this Fourth Amendment and Restatement Agreement) and to this Fourth Amendment and Restatement Agreement.
1.2 Interpretation
1.2.1 Unless otherwise expressly stated herein, in this Fourth Amendment and Restatement Agreement a reference to a “Clause” or a “Schedule” is a reference to a Clause or a Schedule, as the case may be, in or of this Fourth Amendment and Restatement Agreement. Headings are for convenience only and shall not affect the construction of this Fourth Amendment and Restatement Agreement.
1.2.2 The whole terms and conditions of Clause 1.2 (Construction) of the Restated Facility Agreement shall apply, mutatis mutandis, to this Fourth Amendment and Restatement Agreement.
1.2.3 It is agreed that each of this Fourth Amendment and Restatement Agreement and the Restated Facility Agreement are Finance Documents.
2. AMENDMENTS TO AND RESTATEMENT OF THE FACILITY AGREEMENT
2.1 With effect on and from the Effective Date the Facility Agreement shall be amended and restated in the form set out in Schedule 2 (Amended and Restated Facility Agreement) (subject to any further amendments and changes made after the date of this Fourth Amendment and Restatement Agreement mutually agreed between the Lender and the Agent) so that the rights and obligations of the parties to this Fourth Amendment and Restatement Agreement relating to their performance on and after the Effective Date under the Facility Agreement shall be governed by, and construed in accordance with, the terms of the Restated Facility Agreement.
2.2 The Facility Agreement is amended only to the extent set out in this Fourth Amendment and Restatement Agreement. In all other respects the terms of the Finance Documents remain in full force and effect.
2.3 The parties to this Fourth Amendment and Restatement Agreement agree that, with effect on and from the Effective Date, they shall have the rights and take on the obligations ascribed to them under the Restated Facility Agreement.
3. REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Agent that the Repeating Representations are true and accurate in all respects (or, in the case of such Repeating Representations which are not otherwise subject to a materiality threshold or qualification in accordance with their terms, are correct in all material respects) as at the date of this Fourth Amendment and Restatement Agreement and as at the Effective Date.
4. FEES AND EXPENSES
The Company shall:
4.1 pay to the Agent an amendment fee in the amount and at the times agreed in a fee letter dated on or about the date hereof (the “Fourth Amendment Fee Letter”); and
4.2 reimburse the Agent promptly on demand for all reasonable charges and expenses (including, without limitation, the fees and expenses of legal advisors (subject to an agreed cap in writing (if any)) which are incurred by the Agent in connection with this Fourth Amendment and Restatement Agreement, the Restated Facility Agreement and the arrangements contemplated thereby, whether or not the Effective Date occurs.
5. CONDITIONS PRECEDENT
5.1 The provisions of Clause 2 (Amendments to and Restatement of the Facility Agreement) of this Fourth Amendment and Restatement Agreement shall come into effect on the Effective Date when the Agent has confirmed in writing to the Company that (i) it has received or (ii) it has waived the requirement to receive, unless stated otherwise in form and substance satisfactory to the Agent (acting reasonably), all of the documents and evidence referred to in Schedule 1 (Conditions Precedent to the Effective Date) to this Fourth Amendment and Restatement Agreement. The Agent shall provide such confirmation to the Company and the Lender promptly upon being so satisfied.
5.2 If the Effective Date does not occur on or before the date falling 30 Business Days after the date of this Fourth Amendment and Restatement Agreement or such later date as the Company and the Agent may agree, then this Fourth Amendment and Restatement Agreement shall lapse and be of no further effect and none of the parties to this Fourth Amendment and Restatement Agreement shall be under any liability under this Fourth Amendment and Restatement Agreement (save in respect of Clause 4 (Expenses)) and the Facility Agreement shall be read and construed as if this Fourth Amendment and Restatement Agreement had never been entered into.
6. CONSENT OF THE GUARANTORS
6.1 The Company on behalf of the Guarantors hereby consents, acknowledges and agrees to the amendments and other matters set forth in this Fourth Amendment and Restatement Agreement and hereby confirms and ratifies in all respects the guarantee in Clause 25 (Guarantee and Indemnity) in the Facility Agreement (including without limitation the continuation of each Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Fourth Amendment and Restatement Agreement) and the enforceability of such guarantee against such Guarantor in accordance with its terms.
7. MISCELLANEOUS
7.1 The provisions of Clause 39 (Notices), Clause 41 (Partial Invalidity), Clause 42 (Remedies and Waivers), Clause 43 (Amendments and Waivers) and Clause 47 (Enforcement) of the Facility Agreement shall apply to this Fourth Amendment and Restatement Agreement as if set out in this Fourth Amendment and Restatement Agreement, but as if references in those Clauses to the Facility Agreement were references to this Fourth Amendment and Restatement Agreement.
7.2 This Fourth Amendment and Restatement Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which
when taken together shall constitute a single instrument, and which counterparts may be delivered by telefacsimile or other electronic means (including .pdf).
7.3 The parties hereto intend this Fourth Amendment and Restatement Agreement shall take effect as a deed, notwithstanding that a party to it may only execute it under hand.
8. THIRD PARTY RIGHTS
8.1 Unless expressly provided to the contrary in this Fourth Amendment and Restatement Agreement, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 (or any analogous provision under any applicable law) to enforce or enjoy the benefit of any term of this Fourth Amendment and Restatement Agreement.
8.2 Notwithstanding any term of this Fourth Amendment and Restatement Agreement, the consent of any person who is not a party is not required to amend, rescind or otherwise vary this Fourth Amendment and Restatement Agreement at any time.
9. GOVERNING LAW
This Fourth Amendment and Restatement Agreement and any non-contractual obligations arising out of or in connection with it is governed by English law.
IN WITNESS WHEREOF this Fourth Amendment and Restatement Agreement has been duly executed as a deed and has been delivered by each of the parties on the date first above written.
SCHEDULE 1
Conditions Precedent to the Effective Date
1. Corporate authorisations
(a) A copy of a resolution of the board of directors of the Company, and the Borrower:
(i) approving the terms of, and the transactions contemplated by, this Fourth
Amendment and Restatement Agreement (including, without limitation, the Schedules attached to this Fourth Amendment and Restatement Agreement) and resolving that it execute, deliver and perform this Fourth Amendment and Restatement Agreement;
(ii) authorising a specified person or persons to execute this Fourth Amendment and
Restatement Agreement on its behalf; and
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all
documents and notices to be signed and/or despatched by it under or in connection with this Fourth Amendment and Restatement Agreement.
(b) A specimen of the signature of each person authorised by the resolution referred to in paragraph (a) above in relation to this Fourth Amendment and Restatement Agreement and related documents.
(c) A certificate of an authorised signatory of the Company and the Borrower confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on the Borrower or on any Original Obligor to be exceeded.
(d) A certificate of an authorised signatory of the Company, and the Borrower certifying that its constitutional documents as previously delivered to the Agent and each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Fourth Amendment and Restatement Agreement.
2. Transaction Documents
(a) This Fourth Amendment and Restatement Agreement executed by the Company and the
Borrower.
(b) The Fourth Amendment Fee Letter executed by the Borrower.
3. Legal opinions
A legal opinion of McGuireWoods London LLP, legal advisers to the Agent and the Lender as to English law addressed to the Agent and the Lender.
4. Other documents and evidence
Evidence that the fees, costs and expenses (other than legal fees, which shall be paid in full within 5 Business Days after receipt of a written invoice by the Company) then due pursuant to Clause 4 (Fees and Expenses) have been paid or will be paid by the Effective Date.
SCHEDULE 2
Amended and Restated Facility Agreement
EXECUTION VERSION
DATED 20 MAY 2013 AS AMENDED AND RESTATED PURSUANT TO AN
AMENDMENT AND RESTATEMENT AGREEMENT DATED 11 AUGUST 2014, AN
AMENDMENT AND RESTATEMENT AGREEMENT DATED 15 MAY 2015, AN
AMENDMENT LETTER DATED 26 JUNE 2015, AN AMENDMENT LETTER
DATED 11 SEPTEMBER 2015, AN AMENDMENT AND RESTATEMENT
AGREEMENT DATED 14 JUNE 2018 AND AN AMENDMENT AND
RESTATEMENT AGREEMENT DATED 5 August 2019
BETWEEN
MANCHESTER UNITED FOOTBALL CLUB LIMITED
AS ORIGINAL BORROWER
THE LENDERS PARTY HERETO
AND
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED
ACTIVITY COMPANY
AS AGENT
TERM FACILITY AGREEMENT
TABLE OF CONTENTS
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Page
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SECTION 1 INTERPRETATION
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1
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1.
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Definitions and Interpretation
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1
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SECTION 2 THE FACILITY
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39
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2.
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The Facility
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39
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3.
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Purpose
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40
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4.
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Conditions of Utilisation
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40
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SECTION 3 UTILISATION
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42
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5.
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Utilisation
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42
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6.
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[INTENTIONALLY LEFT BLANK]
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43
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7.
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[INTENTIONALLY LEFT BLANK]
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43
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8.
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[INTENTIONALLY LEFT BLANK]
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43
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9.
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[INTENTIONALLY LEFT BLANK]
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43
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10.
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[INTENTIONALLY LEFT BLANK]
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43
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11.
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[INTENTIONALLY LEFT BLANK]
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43
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SECTION 4 REPAYMENT, PREPAYMENT AND CANCELLATION
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44
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12.
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Repayment
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44
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13.
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Illegality, Voluntary Prepayment and Cancellation
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44
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14.
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Mandatory Prepayment
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45
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15.
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Restrictions
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48
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SECTION 5 COSTS OF UTILISATION
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50
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16.
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Interest
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50
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17.
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Interest Periods
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51
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18.
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Changes to the Calculation of Interest
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52
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19.
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Fees
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55
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SECTION 6 ADDITIONAL PAYMENT OBLIGATIONS
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56
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20.
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Tax Gross-Up and Indemnities
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56
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21.
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Increased Costs
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67
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22.
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Other Indemnities
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69
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23.
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Mitigation by the Lenders
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71
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24.
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Costs and Expenses
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72
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SECTION 7 GUARANTEE
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73
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25.
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Guarantee and Indemnity
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73
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TABLE OF CONTENTS
(continued)
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Page
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SECTION 8 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
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77
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26.
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Representations
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77
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27.
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Information Undertakings
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85
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28.
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Financial Covenant
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90
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29.
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General Undertakings
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95
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30.
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Events of Default
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102
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SECTION 9 CHANGES TO PARTIES
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106
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31.
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Changes to the Lenders
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106
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32.
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[INTENTIONALLY LEFT BLANK]
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112
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33.
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Changes to the Obligors
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112
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SECTION 10 THE FINANCE PARTIES
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116
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34.
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Role of the Agent
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116
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35.
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Conduct of Business by the Finance Parties
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127
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36.
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Sharing among the Finance Parties
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127
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SECTION 11 ADMINISTRATION
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130
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37.
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Payment Mechanics
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130
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38.
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Set-Off
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133
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39.
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Notices
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134
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40.
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Calculations and Certificates
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137
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41.
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Partial Invalidity
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137
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42.
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Remedies and Waivers
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138
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43.
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Amendments and Waivers
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138
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44.
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Confidentiality
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142
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45.
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Confidentiality of Funding Rates and Reference Bank Quotations
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147
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46.
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Counterparts
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148
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SECTION 12 GOVERNING LAW AND ENFORCEMENT
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149
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47.
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Governing Law
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149
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48.
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Enforcement
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149
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49.
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USA PATRIOT ACT
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150
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SCHEDULE 1 THE ORIGINAL PARTIES
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151
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PART 1 THE ORIGINAL OBLIGORS
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151
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PART II THE LENDERS
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152
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SCHEDULE 2 CONDITIONS PRECEDENT
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153
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ii
TABLE OF CONTENTS
(continued)
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Page
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PART I CONDITIONS PRECEDENT TO INITIAL UTILISATION
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153
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PART II CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR
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156
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SCHEDULE 3 REQUESTS
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158
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PART I UTILISATION REQUEST
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158
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PART II SELECTION NOTICE
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160
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SCHEDULE 4 WIRING INFORMATION
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161
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SCHEDULE 5 FORM OF TRANSFER CERTIFICATE
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162
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SCHEDULE 6 FORM OF ASSIGNMENT AGREEMENT
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166
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SCHEDULE 7 FORM OF ACCESSION DEED
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170
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SCHEDULE 8 AGREED SECURITY PRINCIPLES
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175
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SCHEDULE 9 FORM OF COMPLIANCE CERTIFICATE
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181
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SCHEDULE 10 FORM OF RESIGNATION LETTER
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185
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SCHEDULE 11 [INTENTIONALLY LEFT BLANK]
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188
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SCHEDULE 12 [INTENTIONALLY LEFT BLANK]
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189
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SCHEDULE 13 MATERIAL COMPANIES
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190
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SCHEDULE 14 [INTENTIONALLY LEFT BLANK]
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191
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SCHEDULE 15 [INTENTIONALLY LEFT BLANK]
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192
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SCHEDULE 16 TABLE OF VALUES FOR X
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193
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SCHEDULE 17 RESTRICTIVE COVENANTS
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194
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iii
THIS AGREEMENT is dated 20 May 2013 as amended and restated pursuant to an amendment and restatement agreement dated 11 August 2014, an amendment and restatement agreement dated 15 May 2015, an amendment letter dated 26 June 2015, an amendment letter dated 11 September 2015, an amendment and restatement agreement dated 14 June 2018 made between and an amendment and restatement agreement dated 5 August 2019:
(1) RED FOOTBALL LIMITED (registration number 5370076) (the “Company”);
(2) MANCHESTER UNITED FOOTBALL CLUB LIMITED (registration number 00095489) (the “Original Borrower”);
(4) THE SUBSIDIARIES of the Company listed in Part I of Schedule 1 (The Original Parties), including without limitation MANCHESTER UNITED LIMITED (registration number 02570509) (“MUL”) and MANCHESTER UNITED FOOTBALL CLUB LIMITED (registration number 00095489) (“MUFC”), as original guarantors (together with the Company, the “Original Guarantors”);
(5) BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY (FORMERLY KNOWN AS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED) as lender (the “Original Lender”); and
(6) BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY (FORMERLY KNOWN AS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED) as agent of the other Finance Parties (the “Agent”).
IT IS AGREED as follows:
SECTION 1
INTERPRETATION
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement:
“Acceleration Event” means, following the occurrence of an Event of Default which is then continuing the Agent:
(i) giving a notice of acceleration pursuant to, and in accordance with, paragraph (b) or (d) (but only if such notice relates to the enforcement of Transaction Security) of Clause 30.13 (Acceleration); or
(ii) having previously placed any part of a Facility on demand pursuant to, and in accordance with, paragraph (a) or (c) of Clause 30.13 (Acceleration), making a demand for payment as referred to therein,
which notice or demand has not been withdrawn, cancelled or otherwise ceased to have effect.
“Acceptable Bank” means:
(a) a bank or financial institution which has a rating for its unsecured and non credit-enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services, F-1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services Limited or a comparable rating from an internationally recognised credit rating agency; or
(b) any other bank or financial institution approved by the Agent.
“Accession Deed” means a document substantially in the form set out in Schedule 7 (Form of Accession Deed).
“Accounting Reference Date” means 30 June.
“Additional Borrower” means a company which becomes an Additional Borrower in accordance with Clause 33 (Changes to the Obligors).
“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 33 (Changes to the Obligors).
“Additional Obligor” means an Additional Borrower or an Additional Guarantor.
“Additional Loan” means a Loan in the aggregate amount of $7,892,500 that the Lenders made available to the Original Borrower on the First Amendment Effective Date.
“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.
“Agent’s Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.
“Agreed Security Principles” means the agreed security principles set out in Schedule 8 (Agreed Security Principles).
“Agreement” means this Agreement, as amended by the First Amendment and Restatement Agreement, the Second Amendment and Restatement Agreement, the Third Amendment and Restatement Agreement, the Fourth Amendment and Restatement Agreement and as further amended and/or amended and restated from time to time
“Alternative Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Alternative Base Reference Banks:
(a) (other than where paragraph (b) below applies) as the rate at which the relevant Alternative Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or
2
(b) if different, as the rate (if any and applied to the relevant Alternative Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.
“Alternative Reference Banks” means the principal London offices of up to three banks as may be appointed by the Company with the consent of the Agent (such consent not to be unreasonably withheld and deemed given if not expressly refused within five Business Days of the Company giving the Agent notice that it wishes to appoint any such bank) from time to time provided that each such appointed bank has confirmed that it is able to act in such capacity or such other banks as may be appointed by the Agent in consultation with the Company.
“Amendment Effective Date Lender” means Bank of America Merrill Lynch International Designated Activity Company (formerly known as Bank of America Merrill Lynch International Limited).
“Annual Financial Statements” has the meaning ascribed to such term in Clause 27 (Information Undertakings).
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to each Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.
“Anti-Money Laundering Laws” means all applicable financial record keeping and reporting requirements and money laundering statutes in all jurisdictions in which the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency.
“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“Assigned Account” means any Mandatory Prepayment Account (as defined in any Debt Document (as defined in the Intercreditor Agreement)) and any other account that may from time to time be identified in writing as an Assigned Account by the Security Trustee and the Company in accordance with the terms of the applicable Transaction Security Documents, including any renewal or redesignation of such accounts.
“Assignment Agreement” means an agreement substantially in the form set out in Schedule 6 (Form of Assignment Agreement) or any other form (including electronic documentation generated by MarkitClear or another electronic platform) agreed between the relevant assignor and assignee provided that if that other form does not contain the undertaking set out in the form set out in Schedule 6 (Form of Assignment Agreement) it shall not be a Creditor/Creditor Representative Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.
“Auditors” means an accounting firm of international standing appointed by the Company (which shall include, for the avoidance of doubt, the auditors of the Group as of the Fourth Amendment Effective Date).
3
“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
“Availability Period” means: (a) the period from and including the date of this Agreement to and including the earlier of (i) the date falling 90 days thereafter and (ii) the first Utilisation Date to occur after the date of this Agreement; and (b) in relation to an Additional Loan, the date falling two Business Days after (but not including) the First Amendment Effective Date.
“Available Facility” means the aggregate for the time being of each Lender’s Commitment during the Availability Period or on the First Amendment Effective Date, as applicable.
“Bail-In Action” means the exercise of any Write-down and Conversion Powers.
“Bail-In Legislation” means:
(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and
(b) in relation to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.
“Base Case Model” means the financial model including profit and loss, balance sheet and cashflow projections in agreed form relating to the Restricted Group.
“Base Currency” means U.S. Dollars.
“Base Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks:
(a) (other than where paragraph (b) below applies) as the rate at which the relevant Base Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or
(b) if different, as the rate (if any and applied to the relevant Base Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator.
“Base Reference Banks” means the principal London offices of up to three banks as may be appointed by the Company with the consent of the Agent from time to time (such consent not to be unreasonably withheld and deemed given if not expressly refused within five Business Days of the Company giving the Agent notice that it wishes to appoint any such bank) provided that each such appointment bank has
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confirmed that it is able to act in such capacity or such other banks as may be appointed by the Agent in consultation with the Company.
“Borrowers” means the Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 33 (Changes to the Obligors).
“Borrowings” has the meaning given to that term in Clause 28.1 (Financial definitions).
“Break Costs” means the amount (if any) by which:
(a) the interest excluding the Margin which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period; exceeds:
(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.
“Budget” means any budget delivered by the Company to the Agent in respect of that period pursuant to Clause 27.4 (Budget).
“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York and (in relation to any date for payment or purchase of a currency) the principal financial centre of the country of that currency.
“Capital Expenditure” has the meaning given to such term in Clause 28.1 (Financial definitions).
“Cash” means cash in hand and credit balances or amounts on deposit in an account in the name of a member of the Restricted Group with an Acceptable Bank which are freely transferable and freely convertible and accessible by a member of the Restricted Group within 30 days so long as repayment of that cash is not contingent on the prior discharge of any other indebtedness of any person or on the satisfaction of any other condition (other than the making of a withdrawal request by a member of the Restricted Group where that member of the Restricted Group is freely able to make such a request at its discretion and without any restriction) and that cash is not subject to any Security (other than Transaction Security) and, for the avoidance of doubt, excluding any amount standing to the credit of any Mandatory Prepayment Account.
“Cash Equivalent Investments” means at any time:
(a) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;
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(b) any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating which:
(i) matures within one year after the relevant date of calculation; and
(ii) is not convertible or exchangeable to any other security,
provided that the relevant issuer or guarantor is rated at least A-1 by Standard & Poor’s Rating Services, F-1 by Fitch Ratings or P-1 by Moody’s Investor Services Limited;
(c) open market commercial paper not convertible or exchangeable to any other security:
(i) for which a recognised trading market exists;
(ii) issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;
(iii) which matures within one year after the relevant date of calculation; and
(iv) which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services, F-1 or higher by Fitch Ratings or P-1 or higher by Moody’s Investor Services Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its unsecured and non credit enhanced debt obligations, an equivalent rating;
(d) sterling bills of exchange issued eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or any dematerialised equivalent);
(e) investments accessible within 30 days in money market funds which:
(i) have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services, F-1 or higher by Fitch Ratings or P-1 or higher by Moody’s Investor Services Limited; and
(ii) invest substantially all their assets in securities of the types described in paragraphs (a) to (e) above; or
(f) any other debt security approved by the Majority Lenders,
in each case, to which any member of the Restricted Group is beneficially entitled at that time and which is not issued or guaranteed by any member of the Restricted Group or subject to any Security (other than the Transaction Security Documents).
“Cashflow” has the meaning given to such term in Clause 28.1 (Financial definitions)
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“Certain Funds Default” means a Default arising under or in connection with one of the following Clauses:
(a) Clause 30.1(Non-payment);
(b) Clause 30.3 (Other obligations) as it relates to:
(i) Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock) of Schedule 17 (Restrictive Covenants); and
(ii) Clause 4 (Liens) of Schedule 17 (Restrictive Covenants).
(c) Clause 30.4 (Misrepresentation) as it relates to Clause 26.1 (Status), Clause 26.2 (Binding obligations), Clause 26.3 Non-conflict with other obligations), Clause 26.4 (Power and authority), and Clause 26.7 (Governing law and enforcement);
(d) Clause 30.6 (Insolvency);
(e) Clause 30.7 (Insolvency proceedings);
(f) Clause 30.8 (Creditors’ process);
(g) Clause 30.9 (Unlawfulness and invalidity); and
(h) Clause 30.11 (Repudiation).
“CFC” means a “controlled foreign corporation” (as defined in Section 957(a) of the Code) for U.S. federal income tax purposes.
“CFC Obligor” means an Obligor that is a CFC.
“Champions League” means the UEFA Champions League and any successor or replacement competition.
“Champions League Adjustment Spreadsheet” means the spreadsheet delivered pursuant to Schedule 1 (Conditions to the Effective Date) of the Second Amendment and Restatement Agreement.
“Champions League Non Qualification Event” means the failure by the first team of Manchester United Football Club to qualify (in any season) for the first round group stages (or its equivalent from time to time) of the Champions League.
“Change of Control” means a “Change of Control” as defined in Schedule 17 (Restrictive Covenants).
“Charged Property” means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.
“Closing Date” means the date on which the Agent gives the Company and the Lenders the notification required under Clause 4.1 (Initial conditions precedent).
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“Code” means the United States Internal Revenue Code of 1986 as amended. “Commitment” means:
(a) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Original Commitment” in Part II of Schedule 1 (The Lenders) and the amount of any other Commitment transferred to it under this Agreement;
(b) in relation to the Amendment Effective Date Lender, the amount in the Base Currency set opposite its name under the heading “Additional Commitment” in Part II of Schedule 1 (The Lenders) and the amount of any other Commitment transferred to it under this Agreement; and
(c) in relation to any other Lender, the amount in the Base Currency of any Commitment transferred to it under this Agreement,
to the extent not cancelled, reduced or transferred by it under this Agreement.
“Compliance Certificate” means a certificate substantially in the form set out in Schedule 9 (Form of Compliance Certificate).
“Confidential Information” means all information relating to the Company, any Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents from either:
(a) any member of the Group or any of their advisers; or
(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of their advisers,
(c) in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:
(i) information that:
(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 44 (Confidentiality); or
(B) is identified in writing at the time of delivery as non- confidential by any member of the Group or any of their advisers; or
(C) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group or their advisers and which, in
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either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and
(ii) any Funding Rate or Reference Bank Quotation.
“Confidentiality Undertaking” means a confidentiality undertaking substantially in the recommended form of the LMA at the relevant time or in any other form agreed between the Company and the Agent.
“Consolidated EBITDA” has the meaning given to such term in Clause 28.1 (Financial definitions).
“Consolidated Net Finance Charges” has the meaning given to such term in Clause 28.1 (Financial definitions).
“CTA” means the Corporation Tax Act 2009.
“Current Assets” has the meaning given to such term in Clause 28.1 (Financial definitions).
“Current Liabilities” has the meaning given to such term in Clause 28.1 (Financial definitions).
“Debt Document” has the meaning given to it in the Intercreditor Agreement.
“Default” means an Event of Default or any event or circumstance specified in Clause 30 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default provided that any such event which is subject to a qualification as to materiality or requires a determination to be made shall not constitute a Default unless such qualification is satisfied or such determination is made, as the case may be.
“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Trustee.
“Disruption Event” means either or both of:
(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or
(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:
(i) from performing its payment obligations under the Finance Documents; or
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(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,
and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
“Dormant Subsidiary” means a member of the Restricted Group which does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets which (excluding loans made to other members of the Restricted Group) in aggregate have a value of £2,500,000 or more or its equivalent in other currencies or, in the case of loans made to other members of the Restricted Group, which in aggregate have a value of £2,500,000 or more or its equivalent in other currencies.
“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway and any other country that becomes a member of the European Economic Area on or after the Fourth Amendment and Restatement Effective Date.
“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:
(a) air (including, without limitation, air within natural or man-made structures, whether above or below ground);
(b) water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and
(c) land (including, without limitation, land under water).
“Environmental Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law.
“Environmental Law” means any applicable law or regulation which relates to:
(a) the pollution or protection of the Environment;
(b) the conditions of the workplace; or
(c) the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.
“Environmental Permits” means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Restricted Group conducted on or from the properties owned or used by any member of the Restricted Group.
“EU Bail-In Legislation Schedule” means the document described as such and published by the LMA (or any successor person) from time to time.
“Event of Default” means any event or circumstance specified as such in Clause 30 (Events of Default).
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“Exceptional Items” has the meaning given to such term in Clause 28.1 (Financial definitions).
“Excluded Subsidiary” means:
(a) MUTV;
(b) Alderley Urban Investments Limited (a company incorporated in England and Wales with registered number 03132053);
(c) each member of the New Holdco Group;
(d) provided that such Restricted Subsidiary has been designated by the Company by written notice to the Agent as an Excluded Subsidiary, a Restricted Subsidiary formed solely for the purpose of holding one or more assets or properties that are to be financed, in whole or in part, with Indebtedness (as defined in Schedule 17 (Restrictive Covenants)) incurred pursuant to paragraph (e) or (p) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) of Schedule 17 (Restrictive Covenants) if the only assets and properties (other than assets that are de minimis in value) owned by such Restricted Subsidiary are financed, in whole or in part, with Indebtedness incurred pursuant to paragraphs (e) or (p) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) of Schedule 17 (Restrictive Covenants) for so long as any such Indebtedness remains outstanding and an obligation of such Restricted Subsidiary (it being understood that promptly upon the retirement or repayment of such Indebtedness or the assumption of such Indebtedness by a Person other than such Restricted Subsidiary, such Restricted Subsidiary shall cease to be an Excluded Subsidiary and shall, subject to the Agreed Security Principles, become an Additional Guarantor (to the extent it would otherwise be required to do so)); and
(e) provided that such Restricted Subsidiary has been designated by the Company by written notice to the Agent as an Excluded Subsidiary, any Person that becomes a Restricted Subsidiary after the Second Amendment Effective Date as a result of the acquisition of such Person by a Restricted Subsidiary of the Company (other than Red Football Junior Limited) where such Person will have outstanding, following the consummation of such acquisition, Indebtedness as defined in Schedule 17 (Restrictive Covenants) permitted to be incurred pursuant to paragraph (m) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) of Schedule 17 (Restrictive Covenants) and such Person would be required to obtain the consent of the holders of such Indebtedness to become an Additional Guarantor or grant Transaction Security, for so long as any such Indebtedness remains outstanding and an obligation of such Person (it being understood that promptly upon the retirement or repayment of such Indebtedness or the assumption of such Indebtedness by a Person other than such Person, such Person shall cease to be an Excluded Subsidiary and shall, subject to the Agreed Security Principles, become an Additional Guarantor (to the extent it would otherwise be required to do so)).
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“Existing Notes” means the $425,000,000 83/8% senior secured notes due 2017.
“Existing Security Documents” means:
(a) the English law debenture dated 29 January 2010 between the Company, Red Football Junior Limited, MUL, MUFC and the Original Borrower and J.P. Morgan Europe Limited (the “Existing Debenture”);
(b) the English law mortgage dated 29 January 2010 between MUL and J.P. Morgan Europe Limited;
(c) the English law mortgage dated 29 January 2010 between MUFC and J.P. Morgan Europe Limited; and
(d) the English law mortgage dated 23 April 2010 between MUL and J.P. Morgan Europe Limited.
“Existing RCF Facilities Agreement” means the revolving facilities agreement dated 29 January 2010 (as amended and/or restated from time to time) between, amongst others, the Company, J.P. Morgan Europe Limited as agent and security trustee, JPMorgan Chase Bank, N.A. as alternative L/C fronting bank, and the lenders listed therein.
“Facility” means the term loan facilities made available under this Agreement as described in Clause 2 (The Facility).
“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.
“Fallback Interest Period” means one Month.
“FATCA” means:
(a) sections 1471 to 1474 of the Code or any associated regulations;
(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the U.S. and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or
(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the U.S. Internal Revenue Service, the U.S. government or any governmental or taxation authority in any other jurisdiction.
“FATCA Application Date” means:
(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or
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(b) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.
“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.
“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.
“Fee Letter” means any letter or letters dated on or about the date of this Agreement between the Original Agent and the Company and/or the Original Lender and the Company setting out any of the fees referred to in Clause 19 (Fees).
“Finance Document” means this Agreement, any Accession Deed, any Compliance Certificate, any Fee Letter, the Second Amendment Letter, the Intercreditor Agreement, any Resignation Letter, any Transaction Security Document, any Utilisation Request, the First Amendment and Restatement Agreement, the Second Amendment and Restatement Agreement, the Third Amendment and Restatement Agreement, the Fourth Amendment and Restatement Agreement and any other document designated as a “Finance Document” by the Agent and the Company.
“Finance Lease” has the meaning given to such term in Clause 28.1 (Financial definitions).
“Finance Party” means the Agent or a Lender.
“Financial Indebtedness” means any indebtedness for or in respect of, and without double counting:
(a) monies borrowed or raised (other than Subordinated Shareholder Funding provided by the Original Investors);
(b) any amount raised by acceptance under any acceptance credit facility or by a bill discounting or factoring credit facility;
(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
(d) the amount of any liability in respect of any lease or hire purchase contract or other agreement which would, in accordance with GAAP, be treated as a finance or capital lease;
(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
(f) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account, together with the effect of any applicable netting arrangement);
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(g) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;
(h) any amount raised by the issue of shares in the Company or any other member of the Restricted Group which is not held by another member of the Restricted Group which by their terms are redeemable (mandatorily or at the holder’s option);
(i) any amount of any liability under an advance or deferred purchase agreement in respect of a fixed asset if such agreement was demonstrably entered into primarily as a method of raising finance;
(j) any amount raised under any other transaction (including any forward sale or purchase agreement but not in relation to deferred payments for players) having the commercial effect of a borrowing; and
(k) the amount of any liability in respect of any guarantee or indemnity or similar assurance against financial loss for any of the items referred to in the preceding paragraphs of this definition.
“Financial Quarter” has the meaning given to that term in Clause 28.1 (Financial definitions).
“Financial Stability Board” means the Financial Stability Board (or any successor or replacement organisation from time to time).
“Financial Year” has the meaning given to that term in Clause 28.1 (Financial definitions).
“First Amendment and Restatement Agreement” means the Amendment and Restatement Agreement relating to this Agreement dated 11 August 2014, and made between the Company, the Agent and the Original Lender.
“First Amendment Effective Date” means 11 August 2014.
“Fixed Charge Coverage Ratio” has the meaning given to such term in Schedule 17 (Restrictive Covenants).
“Football Creditors” has the meaning given to such term in rule E.35 (or any equivalent provision) of the Premier League Handbook.
“Fourth Amendment and Restatement Agreement” means the Fourth Amendment and Restatement Agreement relating to this Agreement dated on or about the date of this agreement and made between, inter alia, the Company, the Agent and the Amendment Effective Date Lender.
“Fourth Amendment Effective Date” means the “Effective Date” as defined in the Fourth Amendment and Restatement Agreement.
“Funding Rate” means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 18.4 (Cost of Funds).
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“Funds Flow Statement” means a funds flow statement in agreed form.
“GAAP” means generally accepted accounting principles applicable in the United Kingdom, as in effect on the date of any calculation or determination required hereunder. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the audited financial statements for its Financial Year ended 30 June 2012 for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. At any time after the date of the Facility Agreement, the Company may elect to apply IFRS for all purposes of this Schedule, in lieu of GAAP, and, upon any such election, references herein to GAAP will be thereafter be construed to mean IFRS, as in effect as of the date of such election; provided that (i) any such election once made will be irrevocable, (ii) in addition to (and without prejudice to) any other reporting requirements in the Finance Documents, all financial statements and reports required to be provided, after such election, pursuant to the Finance Documents will be prepared on the basis of IFRS, as in effect from time to time (including that, upon first reporting its fiscal year results under IFRS, the Company will restate its financial statements on the basis of IFRS, for the fiscal year ending immediately prior to the first fiscal year for which financial statements have been prepared on the basis of IFRS) and (iii) after such election, all ratios, computations and other determinations based on GAAP contained in this Schedule will be computed in conformity with IFRS. For the avoidance of doubt, the making of an election referred to in this definition will not be treated as resulting in an incurrence of Indebtedness.
“Group” means the Company and each of its Subsidiaries for the time being.
“Group Structure Chart” means the group structure chart showing the Group in the agreed form.
“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 33 (Changes to the Obligors).
“Historic Screen Rate” means, in relation to any Loan, the most recent applicable Screen Rate for the currency of that Loan and for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than five Business Days before the Quotation Day.
“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.
“Impaired Agent” means the Agent at any time when:
(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;
(b) the Agent otherwise rescinds or repudiates a Finance Document; or
(c) an Insolvency Event has occurred and is continuing with respect to the Agent,
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unless, in the case of paragraph (a) above:
(i) its failure to pay is caused by:
(A) administrative or technical error; or
(B) a Disruption Event; and
payment is made within 3 Business Days of its due date; or
(ii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question and the Agent has notified the Company and the Lenders that this is the case.
“Insolvency Event” in relation to a Finance Party means that the Finance Party:
(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;
(c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;
(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;
(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:
(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or
(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;
(f) has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;
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(g) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
(h) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;
(i) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;
(j) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or
(k) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.
“Intellectual Property” means:
(a) any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, inventions, knowhow and other intellectual property rights and interests (which may on or after the date of this Agreement subsist), whether registered or unregistered; and
(b) the benefit of all applications and rights to use such assets of each member of the Restricted Group (which may on or after the date of this Agreement subsist).
“Intercreditor Agreement” means the intercreditor agreement dated 29 January 2010, as amended and restated on or about the Second Amendment Effective Date (as may be further amended and/or restated from time to time) and made between, among others, the Company, the Debtors, the Security Trustee (as Security Trustee), the Agent (as a Creditor Representative), the Hedge Counterparties and the Intra-Group Lenders (as each term is defined therein).
“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 17 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 16.3 (Default interest).
“Interpolated Historic Screen Rate” means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:
(a) the most recent applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and
(b) the most recent applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,
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each for the currency of that Loan and each of which is as of a day which is no more than five Business Days before the Quotation Day.
“Interpolated Screen Rate” means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:
(a) the applicable Screen Rate for the longest period (for which that Screen Rate is applicable) which is less than the Interest Period for that Loan; and
(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is applicable) which exceeds the Interest Period of that Loan,
each as of the Specified Time on the Quotation Day for the currency of that Loan.
“ITA” means the Income Tax Act 2007.
“Lease” means any present or future lease, underlease, sub-lease, licence, tenancy or right to occupy all or any part of the Real Property and any agreement for the grant of any of the foregoing.
“Legal Opinion” means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 33 (Changes to the Obligors).
“Legal Reservations” means:
(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;
(b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim;
(c) similar principles, rights and defences under the laws of any Relevant Jurisdiction; and
(d) any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.
“Lender” means:
(a) any Original Lender;
(b) the Amendment Effective Date Lender; and
(c) any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 31 (Changes to the Lenders);
which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.
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“LIBOR” means, in relation to any Loan, the applicable Screen Rate as of the Specified Time on the Quotation Day for the currency of that Loan and a period comparable to the Interest Period of that Loan, provided that if that rate is less than zero, then LIBOR shall be deemed to be zero.
“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.
“LMA” means the Loan Market Association.
“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan, which shall include, without limitation, the Additional Loan.
“Major Event of Default” means:
(a) an Event of Default set out in Clause 30.1 (Non-payment);
(b) an Event of Default set out in Clause 30.2 (Breach of Certain Obligations);
(c) an Event of Default set out in Clause 30.3 (Other Obligations), only with regards to a failure to deliver financial statements under Clause 27.1 (Financial Statements) or a failure to deliver a Compliance Certificate under paragraph (a) of Clause 27.2 (Provision and Contents of Compliance Certificate), in each case in compliance with Clause 27.2 (Provision and Contents of Compliance Certificate) (in the case of non-compliance with paragraph (b), excluding any non-compliance resulting from minor or typographical errors contained in a Compliance Certificate);
(d) an Event of Default set out in Clause 30.6 (Insolvency);
(e) an Event of Default set out in Clause 30.7 (Insolvency Proceedings) that has not been remedied or waived within 10 days of becoming an Event of Default;
(f) an Event of Default set out in Clause 30.8 (Creditors’ Process) that has not been remedied or waived within 10 days of becoming an Event of Default;
(g) an Event of Default set out in Clause 30.9 (Unlawfulness and Invalidity) that has not been remedied or waived within 30 days of becoming an Event of Default;
(h) an Event of Default set out in Clause 30.10 (Intercreditor Agreement); and
(i) an Event of Default set out in Clause 30.11 (Repudiation).
“Majority Lenders” means:
(a) (for the purposes of paragraph (a) of Clause 43.2 (Required Consents) in the context of a waiver in relation to a proposed Utilisation of the condition in Clause 4.2 (Further Conditions Precedent)), a Lender or Lenders whose Commitments aggregate 662/3 per cent. or more of the Total Commitments; and
19
(b) (in any other case), a Lender or Lenders whose Commitments aggregate 662/3 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 662/3 per cent. or more of the Total Commitments immediately prior to that reduction).
“Mandatory Prepayment Account” means an interest-bearing account:
(a) held in England by the Borrowers with the Agent;
(b) identified in a letter between the Company and the Agent as a Mandatory Prepayment Account;
(c) subject to Security in favour of the Agent which Security is in form and substance satisfactory to the Agent; and
(d) from which no withdrawals may be made by any members of the Group except as contemplated by this Agreement,
as the same may be redesignated, substituted or replaced from time to time.
“Margin” means, in relation to any Loan, the following percentages per annum, based upon the Total Net Leverage Ratio as set forth below in the column opposite that range:
|
Level
|
|
Total Net Leverage Ratio
|
|
% per annum
|
|
|
|
|
|
|
|
1
|
|
Greater than 3.50:1
|
|
1.75%
|
|
|
|
|
|
|
|
2
|
|
Greater than 2.00:1 but less than or
|
|
1.50%
|
|
|
|
|
|
|
|
|
|
equal to 3.50:1
|
|
|
|
|
|
|
|
|
|
3
|
|
Less than or equal to 2.00:1
|
|
1.25%
|
However:
(i) any increase or decrease in the Margin for a Loan shall take effect on the date (the “reset date”) which is the date of delivery to the Agent of the Compliance Certificate for that Relevant Period pursuant to Clause 27.2 (Provision and contents of Compliance Certificate);
(ii) if, following receipt by the Agent of the annual audited financial statements of the Restricted Group and related Compliance Certificate, those statements and Compliance Certificate do not confirm the basis for a reduced Margin, then the provisions of Clause 16.2 (Payment of interest) shall apply and the Margin for that Loan shall be the percentage per annum determined using the table above and the revised Total Net Leverage Ratio calculated using the figures in the Compliance Certificate;
(iii) while an Event of Default is continuing, the Margin shall be determined at Level 1; and
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(iv) for the purpose of determining the Margin, the Total Net Leverage Ratio and Relevant Period shall be determined in accordance with Clause 28.1 (Financial definitions).
Notwithstanding anything to the contrary contained in this definition, the determination of the Margin for the period from the Second amendment Effective Date through and including the first Business Day immediately following the date a Compliance Certificate is delivered to the Agent for the Relevant Period ending 30 June 2015 shall be Level 2.
“Material Adverse Effect” means an event or circumstance:
(a) which has or is reasonably likely to have a material adverse effect on the business, assets of the Restricted Group (taken as a whole) or financial condition of the Restricted Group (taken as a whole); or
(b) which has or is reasonably likely to have a material adverse effect on the ability of the Restricted Group (taken as a whole) to perform its payment or financial covenant obligations under the Finance Documents; or
(c) affecting the validity or enforceability of any of the Finance Documents in a manner which is reasonably likely to materially adversely affect the interests of the Finance Parties.
“Material Company” means, at any time:
(a) the Company;
(b) each Obligor; and
(c) any member of the Restricted Group (other than an Excluded Subsidiary) which:
(i) has earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) representing 5 per cent. or more of Consolidated EBITDA (but excluding the earnings before interest, tax, depreciation and amortisation of Excluded Subsidiaries); or
(ii) has gross assets (excluding intra-Restricted Group items) representing 5 per cent. or more of the gross assets of the Restricted Group (excluding the gross assets of the Excluded Subsidiaries),
in each case calculated on a consolidated basis.
Compliance with the conditions set out in sub-paragraphs (c)(i) and (ii) shall be determined by reference to the latest audited financial statements to be delivered pursuant to paragraph (a) of Clause 27.1 (Financial Statements).
However if a Subsidiary (that is not an Excluded Subsidiary or an Unrestricted Subsidiary) or business has been acquired since the date as at which the latest audited consolidated financial statements of the Company were prepared, the
21
financial statements shall be adjusted in order to take into account the acquisition of that Subsidiary or business (that adjustment being certified by a director of the Company as representing an accurate reflection of the revised Consolidated EBITDA or gross assets of the Restricted Group (not including any Excluded Subsidiaries)).
A report by the Auditors of the Company that a Restricted Subsidiary is or is not a Material Company shall, in the absence of manifest error, be conclusive and binding on all Parties.
“Material Disposal” means any disposal in respect of which the disposal proceeds exceed £5.0 million (or equivalent).
“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:
(a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
The above rules will only apply to the last Month of any period.
“MU Interactive” means Manchester United Interactive Limited (registration number 04365059), a company incorporated in England and Wales with limited liability.
“MUTV” means MUTV Limited (registration number 03418853), a company incorporated in England and Wales with limited liability.
“New Holdco” means a Restricted Subsidiary that is formed as a direct or indirect Subsidiary of MUL and that is the (direct or indirect) Holding Company of the New Holdco Subsidiaries.
“New Holdco Business” means:
(a) the retail, merchandising, apparel, intellectual property licensing and soccer school business (excluding, for the avoidance of doubt, any ticket sales (including season tickets), and match day concessions, parking or hospitality);
(b) any sponsorship contracts and/or arrangements entered into after the date of this Agreement or any other similar business; and/or
(c) the digital, media and mobile or any other similar business (excluding, for the avoidance of doubt, (i) any centrally negotiated broadcasting rights with the
22
Premier League (in relation to domestic and international television and radio broadcasting rights) and UEFA (in relation to European club competition television and radio broadcasting rights) and (ii) any domestic cup television and radio broadcasting rights),
in each case, of or in relation to the Group and/or the first team of MUFC.
“New Holdco Group” means New Holdco and each New Holdco Subsidiary.
“New Holdco Subsidiary” means any Subsidiary that is formed as a direct or indirect Subsidiary of New Holdco primarily for the purpose of undertaking any New Holdco Business or acting as a direct or indirect Holding Company of another member of the New Holdco Group, including holding any assets or properties in relation thereto.
“Note Documents” means the Senior Note Documents (as such term is defined in the Intercreditor Agreement).
“Notes” means the Senior Notes (as such term is defined in the Intercreditor Agreement).
“Obligor” means a Borrower or a Guarantor.
“Obligors’ Agent” means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.3 (Obligors’ Agent).
“Original Agent” means Bank of America, N.A.
“Original Financial Statements” means:
(a) in relation to the Company, its consolidated audited financial statements for its Financial Year ended 30 June 2012;
(b) in relation to MUL, its consolidated audited financial statements for its Financial Year ended 30 June 2012;
(c) in relation to MUFC, its audited financial statements for its Financial Year ended 30 June 2012; and
(d) in relation to any other Obligor, its audited financial statements (if any) delivered to the Agent as required by Clause 33 (Changes to the Obligors).
“Original Investors” means all or any of the following persons (with such proportionate interests all taken together, as they may determine):
(a) Red Football Limited Partnership;
(b) Linda Glazer, the widow of Malcolm I. Glazer, and any children of Malcolm I. Glazer;
(c) any of the children and remoter issue and the spouses, widowers and widows (whether or not such widowers and widows have remarried) of such children and remoter issue of any of the persons referred to in (b) above; and
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(d) any trust, corporation, partnership, limited liability company or other collective entity which is 50.1 per cent. or more controlled by any or all of the persons referred to above whether the control is exercised or the economic interest is held directly or indirectly through any number of additional trusts, corporations, partnerships, limited liability companies or other collective entities or any combination thereof.
“Original Obligor” means the Original Borrower or an Original Guarantor.
“Party” means a party to this Agreement.
“Pari Passu Debt” has the meaning given to it in the Intercreditor Agreement.
“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
“Permitted Change of Borrower” means an arrangement approved by all the Lenders (such approval not to be unreasonably withheld or delayed) and permitted as Pari Passu Debt whereby the Loan is transferred to a Holding Company of the Company (such entity, the “New Borrower”) whereby the New Borrower shall become a Borrower under the Facility, provided that following such permitted reorganisation the Indebtedness under the Facility shall continue to be secured by a Lien and have the benefit of Guarantees on the same basis as the Obligors’ other senior secured creditors.
“Permitted Refinancing Indebtedness” has the meaning given to such term in Schedule 17 (Restrictive Covenants).
“Permitted Reorganisation” means:
(a) an amalgamation, merger, demerger, voluntary liquidation, consolidation, reorganization, winding up or corporate restructuring or reconstruction of a member of the Restricted Group or involving the business, operations, assets or shares of (or other interests in) any member of the Restricted Group or any other transfer or disposition of the business, operations, assets or shares of (or other interests in) any member of the Restricted Group (a “Reorganisation”), in each case, on a solvent basis, where:
(i) all of the assets of that member remain within the Restricted Group and the value or percentage of any minority interest in any member of the Restricted Group held by any person which is not a member of the Restricted Group is not increased; and
(ii) if its assets or the shares in it were subject to security in favour of the Lenders immediately prior to such Reorganisation, the Company certifies that the Lenders (taken as a whole) will, subject to the Agreed Security Principles, enjoy the same or substantially equivalent guarantees from such member of the Restricted Group (or its successor, if any) and the same or substantially equivalent security over the same assets (except the shares in the entity that is not the
24
successor entity, provided that the shares in the successor entity (if any) are subject to equivalent security) and over the shares in it (or in each case its successor, if any) after such Reorganisation (ignoring for the purpose of assessing such equivalency any limitations in Clause 25 (Guarantee and Indemnity) and/or required in accordance with the Agreed Security Principles and any new or restarted hardening periods);
(b) any Reorganisation and/or any other step, action and/or event undertaken by any member of the Restricted Group to enable, facilitate and/or implement any of the following:
(i) the establishment, formation and/or organisation of any member of the New Holdco Group;
(ii) the transfer, assignment or novation by MUL and/or any other member of the Restricted Group of all or any portion of the New Holdco Business and/or any related arrangements or assets (including goodwill) to any member of the New Holdco Group, including the transfer of employees and/or relevant partner or supplier contracts; and/or
(iii) the transfer, assignment or novation of MUTV and/or MU Interactive (including its assets) or all or any portion of the business of MUTV and/or MU Interactive and/or any related arrangements or assets (including goodwill) to any member of the New Holdco Group, including the transfer of employees and/or relevant partner or supplier contracts,
provided that, in each case under this paragraph (b):
(A) (1) New Holdco shall, at all times, remain the direct or indirect Holding Company of the New Holdco Subsidiaries; and (2) subject to the Agreed Security Principles, within the later of 30 Business Days (or such longer period agreed between the Agent (acting reasonably) and the Company) of (x) the date of it becoming a member of the Restricted Group and (y) the Second Amendment Effective Date (unless an existing Transaction Security Document is effective to create Security over such shares), Security shall be granted over 65% of New Holdco’s shares (measured by the total combined voting power of the issued and outstanding voting shares);
(B) New Holdco and Sponsorship Newco shall, at all times, remain Restricted Subsidiaries;
(C) any direct or indirect Holding Company of Sponsorship Newco that is also a Subsidiary of New Holdco, shall, at all times, remain a Restricted Subsidiary;
25
(D) any Subsidiary that is formed as a Subsidiary of Sponsorship Newco primarily for the purpose of undertaking any sponsorship contracts and/or arrangements of the Group (which, for the purposes of this sub-paragraph, shall include any Unrestricted Subsidiaries) and/or the first team of MUFC, shall, at all times, remain a Restricted Subsidiary (a “Sponsorship Subsidiary”);
(E) any member of the Restricted Group and any member of the New Holdco Group that enters into or, as the case may be, has transferred, assigned or novated to it any sponsorship contracts and/or arrangements, shall, at all times, remain a Restricted Subsidiary;
(F) there shall be no transfer, assignment, novation, amendment, modification, restatement, extension or replacement (prior to the expiration of their respective terms) of the Specified Contracts or any other sponsorship contracts and/or arrangements entered into by any member of the Restricted Group prior to the date of this Agreement that results in any member of the New Holdco Group becoming a party to or entitled to compensation, rights or benefits under any such Specified Contract or other such sponsorship contract and/or arrangement; and
(G) to the extent there is any transfer, assignment or novation of any sponsorship contracts and/or arrangements entered into by any member of the Restricted Group on or after the date of this Agreement to the New Holdco Group, such sponsorship contracts and/or arrangements shall be transferred, assigned or novated (as applicable) to a member of the Restricted Group, Sponsorship Newco and/or a Sponsorship Subsidiary only (for the avoidance of doubt, any member of the Restricted Group may enter into sponsorship contracts and/or arrangements from time to time); or
(c) any action or reorganisation permitted by Clause 7 (Merger, Consolidation, Etc.) of Schedule 17 (Restrictive Covenants); or
(d) any other reorganisation of one or more members of the Restricted Group approved by the Agent acting on the instructions of the Majority Lenders (acting reasonably),
in each case not in breach of any applicable law and provided that the surviving entity is an entity that is incorporated in a Permitted Jurisdiction (as defined in Schedule 17 (Restrictive Covenants)).
“Permitted Senior Unsecured Issuer Activities” means activities, assets and liabilities:
26
(a) incurred for or in connection with Taxes and administrative activities desirable to maintain Tax status in its jurisdiction of incorporation;
(b) in connection with making claims (and the receipt of any related proceeds) for rebates or indemnification in respect of Taxes;
(c) in connection with any litigation or court or other proceedings that are, in each case, being contested in good faith;
(d) arising under the issue of fully paid shares at par to its shareholders in an amount not exceeding £1.0 million (or its equivalent) in aggregate at any time;
(e) arising from the payment of fees, costs and expenses, stamp, registration, land and other Taxes incurred in connection with the Transaction Documents;
(f) arising from entering into and performing any rights or obligations in respect of (i) agreements with rating agencies and (ii) engagement letters and reliance letters in respect of legal, accounting and other advice or reports received or commissioned by it, in each case, in relation to transactions which are not prohibited by this Agreement;
(g) incurred as a result of operation of law; or
(h) permitted by the Agent (acting on the instructions of the Majority Lenders (acting reasonably)).
“Premier League” means The Football Association Premier League (and any successors) or any replacement league.
“Premier League Handbook” means the Premier League Handbook (as updated and/or amended from time to time) published by The Football Association Premier League Limited or any successor or replacement organisation thereof.
“Qualifying Lender” has the meaning given to that term in Clause 20 (Tax gross-up and indemnities).
“Quarter Date” means the last day of a Financial Quarter.
“Quotation Day” means, in relation to any period for which an interest rate is to be determined:
(a) (if the currency is sterling) the first day of that period; or
(b) (for any other currency) two Business Days before the first day of that period,
unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).
“RCF Facilities” has the meaning given to it in the Intercreditor Agreement.
27
“RCF Facilities Agreement” has the meaning given to it in the Intercreditor Agreement.
“Real Property” means:
(a) any freehold, leasehold or immovable property, (including the freehold and leasehold property in England and Wales specified in the Transaction Security Documents); and
(b) any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold or immovable property.
“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.
“Redemption Notes” means the Notes to be redeemed out of the proceeds of this Facility, as such Notes are more particularly described in the Officers’ Certificate (as defined in the Existing Note Indenture (as defined in Schedule 17 (Restrictive Covenants)) and the notice of redemption related thereto.
“Reference Bank Quotation” means any quotation supplied to the Agent by a Base Reference Bank or an Alternative Reference Bank.
“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.
“Relevant Equity” means new equity or Subordinated Shareholder Funding invested into the Restricted Group by any Principal or any Related Party or their respective Affiliates and applied within one Business Day of the date of such investment (provided that the Company shall use its reasonable endeavours to procure that it is applied on the same day) in prepayment, purchase, defeasance or redemption of the Notes, any Replacement Debt or other Term Debt).
“Relevant Interbank Market” means in relation to euro, the European interbank market and, in relation to any other currency, the London interbank market.
“Relevant Jurisdiction” means, in relation to an Obligor:
(a) its jurisdiction of incorporation;
(b) any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;
(c) any jurisdiction where it conducts a material part of its business; and
(d) the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.
28
“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.
“Relevant Period” has the meaning given to that term in Clause 28.1 (Financial definitions).
“Repeating Representations” means each of the representations set out in Clauses 26.1 (Status) to Clause 26.4 (Power and authority), Clause 26.7 (Governing law and enforcement), Clause 26.12 (No misleading information), paragraph (c) of Clause 26.13 (Financial statements), Clause 26.19 (Ranking), 26.23 (Shares), Clause 26.29 (Centre of main interests and establishments), and 26.32 (Anti- Corruption Laws and Sanctions).
“Replacement Benchmark” means a benchmark rate which is:
(a) formally designated, nominated or recommended as the replacement for a Screen Rate by:
(i) the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or
(ii) any Relevant Nominating Body,
and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Benchmark” will be the replacement under paragraph (ii) above;
(b) in the opinion of the Majority Lenders and the Company, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or
(c) in the opinion of the Majority Lenders and the Company, an appropriate successor to a Screen Rate.
“Replacement Debt” means Permitted Refinancing Indebtedness where the proceeds are applied within one Business Day of incurrence of such Permitted Refinancing Indebtedness (provided that the Company shall use its reasonable endeavors to procure that it is applied on the same day) in prepayment, purchase, defeasance or redemption of (a) the Notes, the Existing Notes or any Term Debt; or (b) any Permitted Refinancing Indebtedness.
“Representative” means, with respect to any person, such person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such person and of such person’s Affiliates.
“Resignation Letter” means a letter substantially in the form set out in Schedule 10 (Form of Resignation Letter).
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“Resolution Authority” means any body which has authority to exercise any Writedown and Conversion Powers.
“Restricted Group” means the Company and the Restricted Subsidiaries.
“Restricted Subsidiary” means a Subsidiary of the Company other than an Unrestricted Subsidiary.
“Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of any Sanctions.
“Sanctioned Person” means, at any time:
(a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security Council, the European Union or any EU member state or any other relevant sanction authority of any jurisdiction in which a member of the Group conducts its business;
(b) any Person located, operating, organized or resident in a Sanctioned Country; or
(c) any Person owned or controlled by any such Person or Persons.
“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or any other relevant sanctions authority of any jurisdiction in which a member of the Group conducts its business.
“Screen Rate” means, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on page LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Company.
“Screen Rate Replacement Event” means, on or after the Fourth Amendment and Restatement Effective Date, in relation to a Screen Rate:
(a) the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders and the Company, materially changed;
30
(b)
(i)
(A) the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or
(B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,
provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;
(ii) the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;
(iii) the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or
(iv) the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used;
(c) the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:
(i) the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Company) temporary; or
(ii) that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than the period opposite that Screen Rate in Schedule 18 (Screen Rate contingency periods); or
(d) in the opinion of the Majority Lenders and the Company, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.
“Second Amendment and Restatement Agreement” means the Second Amendment and Restatement Agreement relating to this Agreement dated on or about 13 May 2015 and made between the Company, the Original Agent, the Agent and the Effective Date Lender.
“Second Amendment Effective Date” means on or about 26 June 2015, the date on which the Second Amendment and Restatement Agreement became effective.
31
“Second Amendment Letter” means letter the dated 6 May 2015 between the Company and Bank of America, N.A. relating to, among other things, the payment of certain fees detailed therein.
“Secured Parties” has the meaning given to it in the Intercreditor Agreement.
“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.
“Security Trustee” has the meaning given to it in the Intercreditor Agreement.
“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 17 (Interest Periods).
“Senior Management” means the group managing director, the chief operating officer, the chief financial officer or the executive vice chairman of the Restricted Group (or any person holding an equivalent management position) from time to time.
“Senior Unsecured Note Issuer” means a special purpose entity incorporated for the purpose of issuing or borrowing Senior Unsecured Notes (as defined in the Intercreditor Agreement) which is wholly owned, directly or indirectly, by the Company and which has, on or prior to issue date (howsoever described) of the relevant Senior Unsecured Notes, become party to the Intercreditor Agreement as a Senior Unsecured Note Issuer.
“Specified Contract” means:
(a) up to (and including) its expiry or termination, the sponsorship agreement dated 3 November 2000, with effect on 1 August 2002, and entered into between Manchester United Merchandising Limited (a wholly owned subsidiary of Nike), MUL (named Manchester United PLC at time of signing of the contract) and MUFC (named Manchester United Football Club PLC at time of signing of the contract) (the “Nike Agreement”);
(b) from (and including) its effective date, the sponsorship agreement dated 18 June 2014 between adidas (UK) Limited and MUFC (as may be amended and/or restated, novated, modified or supplemented from time to time) (the “adidas Agreement”) or any replacement or successor contract thereof; and
(c) (i) the global sponsorship agreement dated 27 July 2011 between MUFC and General Motors Holdings LLC and (ii) the shirt sponsorship agreement dated 26 July 2012 between MUFC and General Motors Holdings LLC or, in each case, any replacement or successor contract thereof.
“Specified Time” means approximately 11:00 a.m., London time, on the Quotation Day prior to the commencement of any utilisation or Interest Period (as applicable) of a Loan.
“Sponsorship Newco” means a Restricted Subsidiary that is formed as a Subsidiary of New Holdco primarily for the purpose of undertaking any sponsorship contracts and/or arrangements entered into after the date of this Agreement or any other similar
32
business of the Group (which, for the purpose of this definition, shall include any Unrestricted Subsidiaries) and/or the first team of MUFC.
“Stadium” means the football stadium at Old Trafford Stadium, Sir Matt Busby Way, Manchester M16 0RA, England owned by MUL.
“Subordinated Shareholder Funding” has the meaning ascribed to such term in Schedule 17 (Restrictive Covenants).
“Subsidiary” means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006.
“Super Majority Lenders” means a Lender or Lenders whose Commitments aggregate 90 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 90 per cent. or more of the Total Commitments immediately prior to that reduction).
“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
“Term Debt” means, on any date, Financial Indebtedness with a scheduled maturity date 12 Months or more from the date on which such Financial Indebtedness was incurred (and for the avoidance of doubt excludes the Facility and the RCF Facilities).
“Terminating Hedge Agreements” means the interest rate transactions entered into between the Company and each of JPMorgan Chase Bank, N.A., Deutsche Bank AG, London Branch and National Westminster Bank plc dated 29 January 2010 (as may be amended and/or restated, supplemented or modified from time to time).
“Termination Date” means, in relation to the Facility, the date falling on the tenth anniversary of the Fourth Amendment Effective Date.
“Third Amendment and Restatement Agreement” means the Third Amendment and Restatement Agreement relating to this Agreement dated on or about 14 June 2018 and made between, inter alia, the Company, the Agent and the Effective Date Lender.
“Total Commitments” means the aggregate of the Commitments, being as at the Fourth Amendment Effective Date, $225,000,000.
“Total Net Leverage Ratio” has the meaning given to such term in Clause 28.1 (Financial definitions).
“Transaction Documents” means the Finance Documents, the Senior Note Documents, each Hedging Agreement (as defined in the Intercreditor Agreement) and each other Debt Document.
“Transaction Security” means the security created or expressed to be created in favour of the Security Trustee pursuant to the Transaction Security Documents.
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“Transaction Security Documents” has the meaning given to it in the Intercreditor Agreement.
“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company.
“Transfer Date” means, in relation to an assignment or a transfer, the later of:
(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and
(b) the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.
“UEFA” means the Union of European Football Associations and any successor or replacement organisation thereof.
“UK Bail-In Legislation” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.
“Unrestricted Subsidiaries” has the meaning given to such term in Schedule 17 (Restrictive Covenants).
“U.S. Obligor” means an Obligor that is a U.S. Person.
“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).
“U.S. Tax Obligor” means:
(c) a Borrower which is resident for tax purposes in the U.S. or otherwise treated as a United States person (or a disregarded entity whose owner is a United States person) for U.S. federal income tax purposes; or
(d) an Obligor some or all of whose payments under the Finance Documents are from sources within the U.S. for U.S. federal income tax purposes.
“Utilisation” means a utilisation of the Facility.
“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.
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“Utilisation Request” means a notice substantially in the relevant form set out in Schedule 3 (Requests and Notices).
“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.
“Working Capital” has the meaning given to such term in Clause 28.1 (Financial definitions).
“Write-down and Conversion Powers” means:
(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;
(b) in relation to any other applicable Bail-In Legislation:
(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii) any similar or analogous powers under that Bail-In Legislation; and
(c) in relation to any UK Bail-In Legislation:
(i) any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii) any similar or analogous powers under that UK Bail-In Legislation.
1.2 Construction
(a) Unless a contrary indication appears a reference in any Finance Document to:
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(i) “Bank of America Merrill Lynch International Limited” is a reference to its successor in title Bank of America Merrill Lynch International Designated Activity Company (including, without limitation, its branches) pursuant to and with effect from the merger between Bank of America Merrill Lynch International Limited and Bank of America Merrill Lynch International Designated Activity Company that took effect in accordance with Chapter II, Title II of Directive (EU) 2017/1132 (which repeals and codifies the Cross- Border Mergers Directive (2005/56/EC)), as implemented in the United Kingdom and Ireland. Notwithstanding anything to the contrary in any Finance Document, a transfer of rights and obligations from Bank of America Merrill Lynch International Limited to Bank of America Merrill Lynch International Designated Activity Company pursuant to such merger shall be permitted without requiring the consent of the Company
(ii) the “Agent”, any “Finance Party”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Trustee” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Trustee, any person for the time being appointed as Security Trustee or Security Trustees in accordance with the Finance Documents;
(iii) a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Company and the Agent or, if not so agreed, is in the form specified by the Agent;
(iv) “assets” includes present and future properties, revenues and rights of every description;
(v) a “Finance Document” or a “Transaction Document” or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;
(vi) “guarantee” means (other than in Clause 25 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
(vii) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
(viii) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust,
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consortium or partnership (whether or not having separate legal personality);
(ix) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;
(x) the “date of this Agreement” (as referred to herein only) means 20 May 2013;
(xi) a provision of law is a reference to that provision as amended or reenacted; and
(xii) a time of day is a reference to London time.
(b) Section, Clause and Schedule headings are for ease of reference only.
(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
(d) A Default and an Event of Default (other than a Major Event of Default) is “continuing” if it has not been remedied or waived.
(e) A Major Event of Default is “continuing” if it has not been waived.
(f) This Clause 1.2 (Construction) shall not apply to the provisions of Schedule 17 (Restrictive Covenants).
1.3 Currency Symbols and Definitions
“£” and “sterling” denotes lawful currency of the United Kingdom and “$” and “dollars” denote lawful currency of the United States of America.
1.4 Terms defined in the Restrictive Covenants Schedule
Unless a contrary intention appears, capitalised terms used in this Agreement which are not defined in Clause 1.1 (Definitions) have the meaning given to them in Schedule 17 (Restrictive Covenants).
1.5 Third party rights
(a) Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Agreement.
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(b) Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.
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SECTION 2
THE FACILITY
2. THE FACILITY
2.1 The Facility
Subject to the terms of this Agreement and the Third Amendment and Restatement Agreement, the Lenders shall make available to the Borrowers a term loan facility in an aggregate amount equal to the Total Commitments.
2.2 Finance Parties’ rights and obligations
(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.
(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.
2.3 Obligors’ Agent
(a) Each Obligor (other than the Company) by its execution of this Agreement or an Accession Deed irrevocably appoints the Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:
(i) the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and
(ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company,
and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.
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(b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.
3. PURPOSE
3.1 Purpose
Each Borrower shall apply all amounts borrowed by it in or towards the general corporate purposes of the Group.
3.2 Monitoring
No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.
4. CONDITIONS OF UTILISATION
4.1 Initial conditions precedent
A Borrower may not deliver a Utilisation Request unless the Agent has received all of the documents and other evidence:
(a) with respect to the initial Utilisation only, listed in Part I of Schedule 2 (Conditions Precedent) hereof; or
(b) with respect to the Utilisation on the First Amendment Effective Date only, listed in Schedule 1 (Conditions Precedent to the Effective Date) of the First Amendment and Restatement Agreement,
in each case in form and substance satisfactory to the Agent (acting reasonably). The Agent shall notify the Company and the Lenders promptly upon being so satisfied.
4.2 Further conditions precedent
Subject to Clause 4.1 (Initial Conditions Precedent) and Clause 4.3 (Certain Funds), the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) in relation to a Utilisation if on the date of the Utilisation Request and on the proposed Utilisation Date:
(a) no Default is continuing or would result from the proposed Utilisation; and
(b) the Repeating Representations to be made by each Obligor are true and accurate by reference to the facts then subsisting and will remain true and accurate immediately after the making of the Utilisation.
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4.3 During the Availability Period, unless a Certain Funds Default is continuing or would result from the proposed Loan, neither the Agent nor any of the Lenders shall:
(a) invoke any condition set out in Clause 4.2 (Further Conditions Precedent) as a ground for refusing to make the Loan available;
(b) exercise any right, power or discretion to terminate or cancel the obligation to make the Loan, other than under Clause 13.1 (Illegality); or
(c) take any step under Clause 30.13 (Acceleration).
However, as soon as the Availability Period ends, all those rights, remedies and entitlements shall be available even though they have not been exercised or available during the Availability Period.
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SECTION 3
UTILISATION
5. UTILISATION
5.1 Delivery of a Utilisation Request
A Borrower (or the Company on its behalf) may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.
5.2 Completion of a Utilisation Request
(a) Such Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the Borrower of the Loan;
(ii) in the case of:
(A) the initial Utilisation, the proposed Utilisation Date is a Business Day within the Availability Period; or
(B) the Utilisation on the First Amendment Effective Date, the First Amendment Effective Date itself is a Business Day, as applicable;
(iii) it identifies the currency of the Utilisation, and the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and
(iv) the proposed Interest Period complies with Clause 17 (Interest Periods).
(b) Only one Utilisation may be requested by a Borrower during the Availability Period referred to in paragraph (a) of the definition thereof, and only one Utilisation may be requested by a Borrower on the First Amendment Effective Date.
5.3 Currency and amount
(a) The currency specified in a Utilisation Request must be a Base Currency.
(b) The aggregate amount for the Borrowers of the proposed Utilisation shall be equal to the Available Facility.
5.4 Lenders’ participation
(a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.
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(b) The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Commitment under the Facility to the Available Facility immediately prior to making the Loan.
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SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION
12. REPAYMENT
12.1 Repayment of Loans
Each Borrower shall repay all outstanding Loans on the Termination Date.
13. ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION
13.1 Illegality
If, at any time, it is or will become unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Utilisation:
(a) that Lender shall promptly notify the Agent upon becoming aware of that event;
(b) upon the Agent notifying the Company, the Commitment of that Lender will be immediately cancelled; and
(c) each Borrower shall repay that Lender’s participation in the Utilisations on the last day of the Interest Period for each Utilisation occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).
13.2 Voluntary cancellation
The Company may, if it gives the Agent not less than 3 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (but if in part, being a minimum amount of $1.0 million) of the Available Facility. Any cancellation under this Clause 13 shall reduce the Commitments of the Lenders rateably.
13.3 Voluntary prepayment of Utilisations
A Borrower may, if it or the Company gives the Agent not less than 3 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Utilisation (but if in part, being an amount that reduces the Utilisation by a minimum amount of $1.0 million) or, where the prepayment is made at the same time as an equivalent amount of the Facility is permanently reduced, in the order set out in Clause 14.3 (Application of mandatory prepayments) (assuming for this purpose that the prepayment was required by Clause 14.2 (Insurance Proceeds) and that no Lender has declined the prepayment), as applicable.
13.4 Right of cancellation and repayment in relation to a single Lender
(a) If:
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(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 20.2 (Tax gross-up);
(ii) any Lender claims indemnification from the Company or an Obligor under Clause 20.3 (Tax indemnity) or Clause 21.1 (Increased costs); or
(iii) any Lender invokes Clause 18.3 (Market Disruption),
the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Utilisations, provided that this Clause 13.4(a) shall not apply while there is only one Lender under the Facility.
(b) On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Commitment of that Lender shall immediately be reduced to zero.
(c) On the last day of each Interest Period which ends after the Company has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Company in that notice), each Borrower shall repay that Lender’s participation in that Utilisation together with all interest and other amounts accrued under the Finance Documents.
14. MANDATORY PREPAYMENT
14.1 Exit
Upon the occurrence of a Change of Control, the Facility will be cancelled and all outstanding Utilisations, together with accrued interest, and all other amounts accrued under the Finance Documents, shall become immediately due and payable.
14.2 Insurance Proceeds
(a) For the purposes of this Clause 14.2 (Insurance Proceeds), Clause 14.3 (Application of mandatory prepayments) and Clause 14.4 (Mandatory Prepayment Accounts):
“Excluded Insurance Proceeds” means any proceeds of an insurance claim which relate to any insurance drawn for business interruption or third party liability or any insurance relating to player or which:
(i) the Company notifies the Agent are, or are to be, applied:
(A) to meet a third party claim in respect of business interruption, loss of earnings or a similar claim;
(B) in the replacement, reinstatement and/or repair of the assets or to the purchase of replacement assets useful to the business; or
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(C) which are, or are to be, applied or reinvested in substantially similar assets used in the Restricted Group’s business,
in each case within 365 days, or such longer period as the Majority Lenders may agree (or, in the case of an insurance claim relating to damage to the Stadium, for such longer period as members of the Restricted Group are using all reasonable endeavours to replace, repair or reinstate the Stadium as soon as reasonably practicable and are using or intend to use the relevant proceeds to fund such replacement, repair or reinstatement (and, at the reasonable request of the Agent at any time or times at which the Company is relying on this provision, the Company will promptly certify that the requirements of the provision have been and are being met)) after receipt; or
(ii) when aggregated with the proceeds of other such insurance claims received in any Financial Year of the Company, are less than £1.0 million.
“Insurance Proceeds” means the net proceeds of any insurance claim under any insurance maintained by any member of the Restricted Group except for Excluded Insurance Proceeds and after deducting any reasonable expenses in relation to that claim which are incurred by any member of the Restricted Group to persons who are not members of the Group.
(b) The Company shall ensure that each Borrower offers to prepay Utilisations in an amount equal to Insurance Proceeds at the times and in the order of application contemplated by Clause 14.3 (Application of mandatory prepayments) after giving effect to any commitment, cancellation or prepayments in accordance with Clause 14.2(b) (Excess Proceeds and Insurance Proceeds) of the Existing RCF Facilities Agreement.
(c) Any Lender may, within 3 Business Days of receipt of an offer of prepayment under paragraph (b) of Clause 14.2 (Insurance Proceeds), decline all or part of its share in that prepayment (and, to the extent that a Lender declines part of a prepayment, the amount of the prepayment to be made in respect of that Lender’s Commitments will be reduced accordingly and, for the avoidance of doubt, any part of a Lender’s share in that prepayment that is not declined within 3 Business Days of receipt of the offer of that prepayment will be deemed to have been accepted by that Lender.
14.3 Application of mandatory prepayments
(a) A prepayment made under Clause 14.2 (Insurance Proceeds) shall be applied in prepayment of Loans pro rata.
(b) Unless the Company makes an election under paragraph (c) below, each Borrower shall offer to prepay Utilisations, in the case of any prepayment relating to the amounts of Insurance Proceeds, promptly upon receipt of those Insurance Proceeds; and if such offer is accepted, the prepayment will be made on the day falling 5 Business Days after the date of such offer.
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(c) Subject to paragraph (d) below, the Company may, by giving the Agent not less than 2 Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, elect that any prepayment due under Clause 14.2 (Insurance Proceeds) be made on the last day of the Interest Period relating to the Loan. If the Company makes that election then an amount of the Loan equal to the amount of the relevant prepayment will be cancelled and, if applicable, be due and payable on the last day of its Interest Period.
(d) If the Company has made an election under paragraph (c) above but a Default has occurred and is continuing, that election shall no longer apply and the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree in writing).
14.4 Mandatory Prepayment Accounts
(a) The Company shall ensure that Insurance Proceeds in respect of which the Company has made an election under paragraph (c) of Clause 14.3 (Application of mandatory prepayments) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Restricted Group.
(b) The Company and the Borrowers irrevocably authorise the Agent to apply amounts credited to the Mandatory Prepayment Account to pay amounts due and payable under Clause 14.3 (Application of mandatory prepayments) and otherwise under the Finance Documents.
(c) A Lender or Agent with which a Mandatory Prepayment Account is held acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing and (ii) each such account is subject to the Transaction Security.
14.5 Excluded proceeds
Where Excluded Insurance Proceeds include amounts which are intended to be used for a specific purpose within a specified period (as set out in the definition of Excluded Insurance Proceeds), the Company shall ensure that those amounts are used for that purpose and, if requested to do so by the Agent (acting reasonably), shall promptly deliver a certificate to the Agent at the time of such application and at the end of such period confirming the amount (if any) which has been so applied within the requisite time periods provided for in the relevant definition.
14.6 Limitation on prepayments
All prepayments referred to in Clause 14.2 (Insurance Proceeds) are subject to permissibility under local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra-Restricted Group and the fiduciary and statutory duties of the directors of the relevant members of the Restricted Group). There will be no requirement to make any such prepayment where the tax cost to the Restricted Group of making that payment or making funds available to another
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member of the Restricted Group to enable such prepayment to be made is disproportionate to the amount to be prepaid (where the cost exceeds 5% of the amount). The Restricted Group will use its reasonable endeavours to overcome any restrictions and/or minimise any costs of prepayment pending which an amount equal to that which would otherwise have been prepaid shall be paid into a blocked account, secured in favour of the Security Trustee. If at any time those restrictions are removed, any relevant proceeds will be applied in prepayment and cancellation of the Facility at the end of the next Interest Period.
15. RESTRICTIONS
15.1 Notices of Cancellation or Prepayment
Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 13 (Illegality, Voluntary Prepayment and Cancellation), paragraph (c) of Clause 14.3 (Application of mandatory prepayments) or Clause 14.4 (Mandatory Prepayment Accounts) shall (subject to the terms of those Clauses) be irrevocable (unless otherwise agreed by the Majority Lenders) and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.
15.2 Interest and other amounts
Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to payment of any Break Costs, without premium or penalty.
15.3 No reborrowing of Facility
After the First Amendment Effective Date, a Borrower may not reborrow any part of the Facility which is prepaid.
15.4 Prepayment in accordance with Agreement
A Borrower may not repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.
15.5 No reinstatement of Commitments
After the First Amendment Effective Date, no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
15.6 Agent’s receipt of Notices
If the Agent receives a notice under Clause 13 (Illegality, Voluntary Prepayment and Cancellation) or an election under paragraph (c) of Clause 14.3 (Application of mandatory prepayments), it shall promptly forward a copy of that notice or election to either the Company or the affected Lender, as appropriate.
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15.7 Prepayment elections
The Agent shall notify the Lenders as soon as possible of any proposed prepayment or cancellation under Clause 14.2 (Insurance Proceeds).
15.8 Effect of Repayment and Prepayment on Commitments
If all or part of a Utilisation is repaid or prepaid, an amount of the Commitments (equal to the amount of the Utilisation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this Clause 15.8 shall reduce the Commitments of the Lenders rateably.
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SECTION 5
COSTS OF UTILISATION
16. INTEREST
16.1 Calculation of interest
The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:
(a) Margin; and
(b) LIBOR.
16.2 Payment of interest
(a) The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six Monthly intervals after the first day of the Interest Period).
(b) If the annual audited financial statements of the Restricted Group and related Compliance Certificate received by the Agent show that a higher Margin should have applied during a certain period, then the Company shall (or shall ensure the relevant Borrower shall) promptly upon request by the Agent pay to the Agent any amounts necessary to put the Agent and the Lenders in the position they would have been in had the appropriate rate of the Margin applied during such period.
16.3 Default interest
(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is one per cent. higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 16.3 shall be immediately payable by the Obligor on demand by the Agent.
(b) If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:
(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and
(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be one per cent. higher than the rate which would have applied if the overdue amount had not become due.
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(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.
16.4 Notification of rates of interest
(a) The Agent shall promptly notify the Lenders and the Borrowers (or the Company) of the determination of a rate of interest under this Agreement.
(b) The Agent shall promptly notify the Borrowers of each Funding Rate relating to a Loan.
17. INTEREST PERIODS
17.1 Selection of Interest Periods and Terms
(a) A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan (or any segment thereof) in the Utilisation Request for that Loan or (if the Loan has already been borrowed) in a Selection Notice.
(b) Each Selection Notice for a Loan (or any segment thereof) is irrevocable and must be delivered to the Agent by the relevant Borrower (or the Company on behalf of the relevant Borrower) not later than the Specified Time.
(c) If a Borrower (or the Company) fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will be one Month.
(d) Subject to this Clause 17, a Borrower (or the Company) may select an Interest Period of one, two, three or six Months or any other period agreed between the relevant Borrower (or the Company) and the Agent (acting on the instructions of all the Lenders in relation to the relevant Loan).
(e) An Interest Period for a Loan (or any segment thereof) shall not extend beyond the Termination Date.
(f) Each Interest Period for a Loan (or any segment thereof) shall start on the Utilisation Date or (if already made) on the last day of the preceding Interest Period.
(g) There shall be no more than twenty separate Interest Periods at any one time with respect to the Loan.
17.2 Non-Business Days
If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
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18. CHANGES TO THE CALCULATION OF INTEREST
18.1 Unavailability of Screen Rate
(a) Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period of a Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.
(b) Shortened Interest Period: If no Screen Rate is available for LIBOR for:
(i) the currency of that Loan; or
(ii) the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate,
the Interest Period of that Loan shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable LIBOR for that shortened Interest Period shall be determined pursuant to the relevant definition.
(c) Shortened Interest Period and Historic Screen Rate: If the Interest Period of a Loan is, after giving effect to paragraph (b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no Screen Rate is available for LIBOR for:
(i) the currency of that Loan; or
(ii) the Interest Period of that Loan and it is not possible to calculate the Interpolated Screen Rate,
the applicable LIBOR shall be the Historic Screen Rate for that Loan.
(d) Shortened Interest Period and Interpolated Historic Screen Rate: If paragraph (c) above applies but no Historic Screen Rate is available for the Interest Period of the Loan, the applicable LIBOR shall be the Interpolated Historic Screen Rate for a period equal in length to the Interest Period of that Loan.
(e) Base Reference Bank Rate: If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Screen Rate, the Interest Period of that Loan shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and the applicable LIBOR shall be the Base Reference Bank Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the Interest Period of that Loan.
(f) Alternative Reference Bank Rate: If paragraph (e) above applies but no Base Reference Bank Rate is available for the relevant currency or Interest Period the applicable LIBOR shall be the Alternative Reference Bank Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the Interest Period of that Loan.
(g) Cost of funds: If paragraph (f) above applies but no Alternative Reference Bank Rate is available for the relevant currency or Interest Period there shall
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be no LIBOR for that Loan and Clause 18.4 (Cost of Funds) shall apply to that Loan for that Interest Period.
18.2 Calculation of Base Reference Bank Rate and Alternative Reference Bank Rate
(a) Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Base Reference Bank Rate but a Base Reference Bank does not supply a quotation by the Specified Time, the Base Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Base Reference Banks.
(b) If at or about noon on the Quotation Day none or only one of the Base Reference Bank supplies a quotation, there shall be no Base Reference Bank Rate for the relevant Interest Period.
(c) Subject to paragraph (d) below, if LIBOR is to be determined on the basis of an Alternative Reference Bank Rate but an Alternative Reference Bank does not supply a quotation by the Specified Time, the Alternative Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Alternative Reference Banks.
(d) If before close of business in London on the date falling one Business Day after the Quotation Day none or only one of the Alternative Reference Banks supplies a quotation, there shall be no Alternative Reference Bank Rate for the relevant Interest Period.
18.3 Market Disruption
(a) If LIBOR is determined otherwise than on the basis of an Alternative Reference Bank Rate and before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR then the applicable LIBOR shall be the Alternative Reference Bank Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the Interest Period of that Loan and if no Alternative Reference Bank Rate is available for the relevant currency or Interest Period there shall be no LIBOR for that Loan and Clause 18.4 (Cost of Funds) shall apply to that Loan for the relevant Interest Period.
(b) If LIBOR is determined on the basis of an Alternative Reference Bank Rate and before close of business in London on the date falling four Business Days after the Quotation Day for the relevant Interest Period of the Loan, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 40 per cent. of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 18.4 (Cost of Funds) shall apply to that Loan for the relevant Interest Period.
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18.4 Cost of funds
(a) If this Clause 18.4 applies, the rate of interest on the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:
(i) the Margin; and
(ii) the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event by close of business on the date falling two Business Days after the Quotation Day (or, if earlier, on the date falling two Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select.
(b) If this Clause 18.4 applies and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.
(c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.
(d) If this Clause 18.4 applies pursuant to Clause 18.3 (Market Disruption) and:
(i) a Lender’s Funding Rate is less than LIBOR; or
(ii) a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above,
the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.
(e) If this Clause 18.4 applies pursuant to Clause 18.1 (Unavailability of Screen Rate) but any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.
18.5 Break Costs
(a) Each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.
(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.
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19. FEES
19.1 Commitment fee
(a) The Company shall pay to the Agent (for the account of each Lender) a fee in dollars computed at the rate per annum of 35 per cent. of the applicable Margin on that Lender’s undrawn and available Commitment under the Facility from (and including) the date of this Agreement to (and including) the first Utilisation Date to occur after the date of this Agreement.
(b) The accrued commitment fee is payable on the last day of the Availability Period.
19.2 Up-Front fee
The Company shall pay to the Original Lender an up-front fee in the amount and at the times agreed in a Fee Letter.
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SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS
20. TAX GROSS-UP AND INDEMNITIES
20.1 Definitions
In this Agreement:
“Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant Borrower, which:
(a) where it relates to a UK Treaty Lender that is an Original Lender, the Original Lender provides its scheme reference number and jurisdiction of tax residence to the Borrower on the date of this Agreement and where the Borrower is the Original Borrower, is filed with HM Revenue & Customs within 30 days of the date of this Agreement or where the Borrower is an Additional Borrower, is filed within 30 days of the date on which that Borrower becomes an Additional Borrower; or
(b) where it relates to a UK Treaty Lender that is a New Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the relevant Transfer Certificate or Assignment Agreement, and where the Borrower is the Original Borrower, is filed with HM Revenue & Customs within 30 days of that Transfer Date or where the Borrower is an Additional Borrower, is filed within 30 days of the date on which that Borrower becomes an Additional Borrower.
“Protected Party” means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.
“Qualifying Lender” means:
(a) a Lender (other than a Lender within paragraph (b) below) which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:
(i) a Lender:
(A) which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or
(B) in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as
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respects any payments of interest made in respect of that advance; or
(ii) a Lender which is:
(A) a company resident in the United Kingdom for United Kingdom tax purposes;
(B) a partnership each member of which is:
(1) a company so resident in the United Kingdom; or
(2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or
(C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or
(iii) a UK Treaty Lender; or
(b) a building society (as defined for the purposes of section 880 of the ITA) making an advance under a Finance Document.
“Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:
(a) a company resident in the United Kingdom for United Kingdom tax purposes; or
(b) a partnership each member of which is:
(i) a company so resident in the United Kingdom; or
(ii) a company not so resident in the United Kingdom which carries on a
trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or
(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into
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account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.
“Tax Credit” means a credit against, relief or remission for, or repayment of, any Tax.
“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.
“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 20.2 (Tax gross-up) or a payment under Clause 20.3 (Tax indemnity).
“Treaty Lender” means a UK Treaty Lender or a U.S. Treaty Lender as appropriate.
“UK Non-Bank Lender” means where a Lender becomes a Party after the day on which this Agreement is entered into, a Lender which gives a Tax Confirmation in the Assignment Agreement or Transfer Certificate which it executes on becoming a Party.
“UK Treaty Lender” means a Lender which:
(a) is treated as a resident of a UK Treaty State for the purposes of the UK Treaty;
(b) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected; and
(c) fulfils any other conditions which must be fulfilled under the UK Treaty by residents of that UK Treaty State for such residents to obtain full exemption from taxation on interest imposed by the jurisdiction of incorporation of the relevant Borrower, subject to the completion of procedural formalities.
“UK Treaty State” means a jurisdiction having a double taxation agreement (a “UK Treaty”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.
“U.S. Person” means a “United States person” as defined in Section 7701(a)(30) of the Code.
“U.S. Qualifying Lender” means a Lender which:
(a) is a U.S. Person;
(b) is not a U.S. Person but is entitled to complete exemption from withholding of U.S. federal income tax on interest payable to it in respect of a Loan;
(c) is a U.S. Treaty Lender; or
(d) would have fallen within either paragraph (a), (b) or (c) above but for any change after the date of this Agreement in (or in the interpretation,
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administration or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority.
“U.S. Treaty Lender” means a Lender which:
(a) is treated as a resident of a U.S. Treaty State for the purposes of the U.S. Treaty;
(b) does not carry on a business in the United States through a permanent establishment with which that Lender’s participation in the Loan or Alternative Loan is effectively connected; and
(c) fulfils any other conditions which must be fulfilled under the U.S. Treaty by residents of that U.S. Treaty State for such residents to obtain full exemption from taxation on interest or other amounts payable under this Agreement imposed by the United States subject to the completion of procedural formalities.
“U.S. Treaty State” means a jurisdiction having a double taxation agreement (a “U.S. Treaty”) with the United States which makes provision for full exemption from tax imposed by the United States on interest or other amounts payable under this Agreement.
“Withholding Form” means U.S. Internal Revenue Service Form W-8BEN, W-8ECI or W-9 (or, in each case, any successor form and, in each case, attached to an IRS Form W-8IMY if required) or any other U.S. Internal Revenue Service form by which a person may claim a complete exemption from withholding of U.S. federal income tax on interest payments to that person and, in the case of a person claiming an exemption under the “portfolio interest exemption”, a statement certifying that such person is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 per cent. shareholder” of the Original Borrower (or its “regarded owner” for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” that is related to the Original Borrower (or its “regarded owner” for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(C) of the Code.
Unless a contrary indication appears, in this Clause 20 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.
20.2 Tax gross-up
(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
(b) The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender, it shall notify the Company and that Obligor.
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(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
(d) A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:
(i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or
(ii) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and:
(A) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Company a certified copy of that Direction; and
(B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or
(iii) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and:
(A) the relevant Lender has not given a Tax Confirmation to the Company; and
(B) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or
(iv) the relevant Lender is a UK Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (i) or (j) (as applicable) below.
(e) A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United States from a
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payment to a Lender in respect of a Loan, if on the date on which the payment falls due:
(i) that Lender has not complied with its obligations to complete and sign the relevant Withholding Forms under paragraph (f) below;
(ii) that Lender was not a U.S. Qualifying Lender on the date it first became a Lender; or
(iii) that Lender is not or has ceased to be a U.S. Qualifying Lender.
(f) Each U.S. Qualifying Lender shall submit to the Original Borrower and the Agent two duly completed and signed copies of the relevant Withholding Form no later than 5 days before the date on which the first payment of interest is to be made to such U.S. Qualifying Lender (or if a transfer is to be made to a new U.S. Qualifying Lender within 5 days of a payment of interest, as soon as reasonably practicable after the transfer and in any event prior to the date on which first payment of interest is to be made to such U.S. Qualifying Lender).
(g) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
(h) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
(i) Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction and, in particular, a Treaty Lender shall, as soon as reasonably practicable, make and file an appropriate application for relief under the relevant Treaty.
(ii) (A) A UK Treaty Lender which becomes a Party on the day on which this Agreement is entered into holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence to the relevant Borrower on the date of the Agreement; and
(B) a New Lender that is a UK Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm
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its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate or Assignment Agreement which it executes,
and, having done so, that Lender shall be under no obligation pursuant to paragraph (i) above.
(i) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(ii) above and:
(i) a Borrower has not made a Borrower DTTP filing in respect of that Lender; or
(ii) a Borrower has made a Borrower DTTP Filing in respect of that Lender but:
(A) that Borrower DTTP filing has been rejected by HM Revenue & Customs; or
(B) HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing,
and in each case the Borrower has notified that Lender in writing, that Lender and the Borrower shall co-operate in completing any additional procedural formalities necessary for that Borrower to obtain authorisation to make that payment without a Tax Deduction.
(j) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (h)(ii) above, no Obligor shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment or its participation in any Loan unless the Lender otherwise agrees.
(k) Each Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of the Borrower DTTP Filing to the Agent for delivery to the relevant Lender.
(l) A UK Non-Bank Lender which becomes a Party on the day on which this Agreement is entered into gives a Tax Confirmation to the Company by entering into this Agreement.
(m) A UK Non-Bank Lender shall promptly notify the Company and the Agent if there is any change in the position from that set out in the Tax Confirmation.
20.3 Tax indemnity
(a) The Company shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.
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(b) Paragraph (a) above shall not apply:
(i) with respect to any Tax assessed on a Finance Party:
(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or
(B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,
if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or
(ii) to the extent a loss, liability or cost:
(A) is compensated for by an increased payment under Clause 20.2 (Tax gross-up);
(B) would have been compensated for by an increased payment under Clause 20.2 (Tax gross-up) but was not entitled to be so compensated solely because one of the exclusions in paragraph (d) or (e) of Clause 20.2 (Tax gross-up) applied; or
(C) relates to a FATCA Deduction required to be made by a Party.
(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company.
(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 20.3, notify the Agent.
20.4 Tax Credit
If an Obligor makes a Tax Payment and the relevant Finance Party determines that:
(a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and
(b) that Finance Party has obtained and utilised that Tax Credit,
the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.
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20.5 Lender Status Confirmation
(a) Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:
(i) not a Qualifying Lender;
(ii) a Qualifying Lender (other than a UK Treaty Lender);
(iii) a UK Treaty Lender; or
(iv) a U.S. Qualifying Lender.
If a New Lender fails to indicate its status in accordance with this Clause 20.5 then such New Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender or a U.S. Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate or Assignment Agreement shall not be invalidated by any failure of a Lender to comply with this Clause 20.5.
(b) The Original Lender confirms for the benefit of each Obligor that it is both a Qualifying Lender and a U.S. Qualifying Lender at the date of this Agreement.
20.6 Stamp taxes
The Company shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.
20.7 VAT
(a) All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT provided that such Finance Party shall promptly provide an appropriate VAT invoice to such Party.
(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is
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required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):
(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT charged. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and
(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.
(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
(d) Any reference in this Clause 20.7 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).
20.8 Survival
Each party’s obligations under this Clause 20 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all other obligations of any Obligor under the Finance Documents.
20.9 FATCA Deduction
(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA
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Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Company, the Agent and the other Finance Parties.
20.10 FATCA Information
(a) Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:
(i) confirm to that other Party whether it is:
(A) a FATCA Exempt Party; or
(B) not a FATCA Exempt Party;
(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and
(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation or exchange of information regime.
(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.
(c) Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:
(i) any law or regulation;
(ii) any fiduciary duty; or
(iii) any duty of confidentiality.
(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.
(e) If a Borrower is a U.S. Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten Business Days of:
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(i) where a Borrower is a U.S. Tax Obligor and the relevant Lender is an Original Lender, the Fourth Amendment and Restatement Effective Date;
(ii) where a Borrower is a U.S. Tax Obligor on a date on which any other Lender becomes a Party as a Lender, that date;
(iii) the date a new U.S. Tax Obligor accedes as a Borrower; or
(iv) where a Borrower is not a U.S. Tax Obligor, the date of a request from the Agent, supply to the Agent:
(A) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or
(B) any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.
(f) The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower.
(g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.
(h) The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above.
21. INCREASED COSTS
21.1 Increased costs
(a) Subject to Clause 21.3 (Exceptions) the Company shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by
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any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be such a change in law in accordance with this paragraph (a), regardless of the date enacted, adopted or issued.
(b) In this Agreement:
“Increased Costs” means:
(i) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital or liquidity;
(ii) an additional or increased cost; or
(iii) a reduction of any amount due and payable under any Finance Document,
which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or an Ancillary Commitment or funding or performing its obligations under any Finance Document; and
“Basel III” means:
(i) the agreement on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International frame for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
(iv) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
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(v) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.
21.2 Increased cost claims
(a) A Finance Party intending to make a claim pursuant to Clause 21.1 (Increased costs) shall notify the Agent of
(b) the event giving rise to the claim, following which the Agent shall promptly notify the Company.
(c) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.
21.3 Exceptions
(a) Clause 21.1 (Increased costs) does not apply to the extent any Increased Cost is:
(i) attributable to a Tax Deduction required by law to be made by an Obligor;
(ii) compensated for by Clause 20.3 (Tax indemnity) (or would have been compensated for under Clause 20.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 20.3 (Tax indemnity) applied);
(iii) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation;
(iv) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates); or
(v) attributable to a FATCA Deduction required to be made by a Party.
(b) In this Clause 21.3 reference to a “Tax Deduction” has the same meaning given to the term in Clause 20.1 (Definitions).
22. OTHER INDEMNITIES
22.1 Currency indemnity
(a) If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:
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(i) making or filing a claim or proof against that Obligor; or
(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party (and/or any Receiver or Delegate) to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.
(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.
22.2 Other indemnities
The Company shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify the Agent, each Lender, each other Finance Party (and/or any Receiver or Delegate) and each Representative of any of the foregoing persons against any cost, loss or liability incurred by it as a result of:
(a) the occurrence of any Event of Default;
(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 36 (Sharing among the Finance Parties);
(c) the execution or delivery of this Agreement, any other Finance Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Representatives only, the administration of this Agreement and the other Finance Documents;
(d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any other Obligor;
(e) funding, or making arrangements to fund, its participation in a Utilisation requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence or wilful breach of any Finance Document by that Finance Party alone); and
(f) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company.
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22.3 Indemnity to the Agent
The Company shall promptly on written demand (and in any event, within five Business Days of such written demand) indemnify the Agent against:
(a) any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(i) investigating any event which it reasonably believes is a Default;
(ii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; or
(iii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; and
(b) any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s fraud, gross negligence or wilful misconduct) in acting as Agent under the Finance Documents.
22.4 Redemption Notes Indemnity
The Company shall, within three Business Days of written demand, indemnify each Finance Party, each of their respective Affiliates and each of their respective directors, officers, employees or agents (each an “Indemnified Party”) against any cost, expense, loss or liability (including legal fees) incurred by that Indemnified Party (otherwise than by reason of the gross negligence or wilful misconduct of that indemnified Party) related to, arising out of or in connection with:
(a) the redemption of the Redemption Notes; or
(b) the use of proceeds of the Loan.
22.5 Survival
Each Party’s obligations under this Clause 22 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all other obligations of any Obligor under the Finance Documents.
23. MITIGATION BY THE LENDERS
23.1 Mitigation
(a) Each Finance Party shall, in consultation with and at the request of the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any Facility ceasing to be available or any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 13.1 (Illegality), Clause 20 (Tax gross-up and indemnities) or Clause 21 (Increased Costs) including (but not limited to) transferring its
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rights and obligations under the Finance Documents to another Affiliate or Facility Office.
(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.
23.2 Limitation of liability
(a) The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by such Finance Party under Clause 23.1 (Mitigation).
(b) A Finance Party is not obliged to take any steps under Clause 23.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.
24. COSTS AND EXPENSES
24.1 Transaction expenses
The Company shall promptly on written demand pay the Agent the amount of all costs and expenses (including legal fees up to any agreed caps) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution, syndication and perfection of:
(a) this Agreement and any other documents referred to in this Agreement and the Transaction Security; and
(b) any other Finance Documents executed after the date of this Agreement.
24.2 Amendment costs
If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 37.9 (Change of currency), the Company shall, within three Business Days of written demand, reimburse the Agent for the amount of all costs and expenses (including reasonable legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.
24.3 Enforcement and preservation costs
The Company shall, within three Business Days of written demand, pay to each Finance Party and/or Receiver or Delegate Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Trustee as a consequence of taking or holding the Transaction Security or enforcing these rights.
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SECTION 7
GUARANTEE
25. GUARANTEE AND INDEMNITY
25.1 Guarantee and indemnity
(a) Subject to the limitations and exceptions provided in this Clause 25 or in any Accession Deed by which it became a Guarantor, each Guarantor irrevocably and unconditionally jointly and severally:
(i) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents;
(ii) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and
(iii) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 25 if the amount claimed had been recoverable on the basis of a guarantee.
(b) Notwithstanding anything to the contrary contained herein or in any other Finance Document, with respect to any obligation of a U.S. Obligor, no CFC Obligor shall guarantee the U.S. Obligor’s obligations herein or under any Finance Document.
25.2 Continuing Guarantee
This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
25.3 Reinstatement
If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 25 will continue or be reinstated as if the discharge, release or arrangement had not occurred.
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25.4 Waiver of defences
The obligations of each Guarantor under this Clause 25 will not be affected by an act, omission, matter or thing which, but for this Clause 25, would reduce, release or prejudice any of its obligations under this Clause 25 (without limitation and whether or not known to it or any Finance Party) including:
(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;
(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Restricted Group;
(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or nonobservance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;
(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;
(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
(g) any insolvency or similar proceedings.
25.5 Guarantor Intent
Without prejudice to the generality of Clause 25.4 (Waiver of defences) but subject to the limitations and exceptions provided in this Clause 25 or any Accession Deed by which it became a guarantor, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.
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25.6 Immediate recourse
Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 25. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.
25.7 Appropriations
Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:
(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and
(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 25.
25.8 Deferral of Guarantors’ rights
(a) Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 25:
(i) to be indemnified by an Obligor;
(ii) to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;
(iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;
(iv) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 25.1 (Guarantee and Indemnity);
(v) to exercise any right of set-off against any Obligor; and/or
(vi) to claim or prove as a creditor of any Obligor in competition with any Finance Party.
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(b) If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust (to the extent it is to do so in accordance with any applicable law to it) for the Finance Parties and shall promptly pay or transfer the same, but subject to the limitations and exceptions provided in this Clause 25 or any Accession Deed by which it became a Guarantor, to the Agent or as the Agent may direct for application in accordance with Clause 37 (Payment mechanics).
25.9 Release of Guarantors’ right of contribution
If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents then on the date such Retiring Guarantor ceases to be a Guarantor:
(a) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and
(b) each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.
25.10 Additional security
This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.
25.11 Additional Guarantee Limitations
This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of sections 678 or 679 of the Companies Act 2006 or any equivalent and applicable provisions under the laws of the jurisdiction of incorporation of the relevant Guarantor and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor.
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SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
26. REPRESENTATIONS
Save as expressly stated to the contrary, each Obligor and the Company make the following representations and warranties to each Finance Party at the times specified in Clause 26.33 (Times at which representations are made) and the Company acknowledges that the Finance Parties have entered into this Agreement in reliance on these representations and warranties:
26.1 Status
(a) It and each of its Restricted Subsidiaries which is a Material Company is a person, in each case duly incorporated and validly existing under the law of its jurisdiction of incorporation.
(b) It and each of its Restricted Subsidiaries which is a Material Company has the power to own its property and other assets and carry on its business as it is being conducted.
26.2 Binding obligations
Subject to the Legal Reservations, the obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.
26.3 Non-conflict with other obligations
The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents to which it is or will be a party and the granting of the Transaction Security do not and will not conflict with:
(a) any law or regulation applicable to it;
(b) its constitutional documents; or
(c) any agreement or instrument binding upon it or any member of the Restricted Group or any of its or any member of the Restricted Group’s assets (other than on or prior to the Second Amendment Effective Date, the Existing RCF Facilities Agreement, the Existing Notes, the Terminating Hedge Agreements and other agreements relating thereto) to the extent or in a manner that such conflict has a Material Adverse Effect.
26.4 Power and authority
(a) It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into and performance of, the Transaction Documents to which it is or will be a party and the transactions contemplated by those Transaction Documents.
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(b) No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is or will be a party.
26.5 Validity and admissibility in evidence
(a) All Authorisations required or desirable:
(i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is or will be a party; and
(ii) to make the Transaction Documents to which it is or will be a party admissible in evidence in its Relevant Jurisdictions,
have been obtained or effected (as applicable) and are in full force and effect.
(b) All Authorisations required to carry on its business in the ordinary course and in all material respects have been obtained or effected (as applicable) and are in full force and effect except to the extent failure to obtain or effect those Authorisations would have a Material Adverse Effect.
26.6 Insolvency
No:
(a) corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 30.7 (Insolvency proceedings); or
(b) creditors’ process described in Clause 30.8 (Creditors’ process),
has been taken or, to the knowledge of the Company, threatened in relation to a member of the Restricted Group and none of the circumstances described in Clause 30.6 (Insolvency) applies to a member of the Restricted Group.
26.7 Governing law and enforcement
(a) Subject to the Legal Reservations:
(i) the choice of New York law as the governing law of Schedule 17 (Restrictive Covenants) will be recognised and enforced in their Relevant Jurisdictions; and
(ii) the choice of English law as the governing law of the Finance Documents (save for Schedule 17 (Restrictive Covenants)) will be recognised and enforced in their Relevant Jurisdictions.
(b) Subject to the Legal Reservations, any judgment obtained in England in relation to a Finance Document will be recognised and enforced in its Relevant Jurisdictions.
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26.8 No filing
Under the laws of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except any filing, recording or enrolling or any tax or fee payable in connection with the Transaction Security or notified to the Agent prior to the date of this Agreement or in the case of an Additional Guarantor prior to its accession to such Finance Documents.
26.9 Deduction of Tax
It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to a Lender which is:
(a) a Qualifying Lender:
(i) falling within paragraph (a)(i) of the definition of Qualifying Lender; or
(ii) except where a Direction has been given under section 931 of the ITA in relation to the payment concerned, falling within paragraph (a)(ii) of the definition of Qualifying Lender; or
(iii) falling within paragraph (b) of the definition of Qualifying Lender or;
(b) a UK Treaty Lender and the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488).
26.10 No Default
No Default is continuing.
26.11 Base Case Model
The Company:
(a) does not regard as unreasonable or unattainable in any material respect any of the forecasts or projections in relation to the Restricted Group set out in the Base Case Model;
(b) believes the assumptions taken as a whole upon which the forecasts and projections in relation to the Restricted Group contained in the Base Case Model were reasonable at the time they were made; and
(c) has not withheld from any persons responsible for preparing the Base Case Model any material facts requested from it and known to it on the date the relevant request was made.
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26.12 No misleading information
From the date of this Agreement, all other written factual information provided pursuant to the Finance Documents (including any amendment or waiver thereof) by any member of the Restricted Group (including its advisers) to the Agent in its capacity as such (other than any factual information contained in any financial statements which information is the subject of any representation or warranty given pursuant to Clause 26.13 (Financial statements)) was as at the date it was provided true, complete and accurate in all material respects and is not misleading in any material respect.
26.13 Financial statements
(a) To the best of its knowledge and belief, its Original Financial Statements (if any) were prepared in accordance with GAAP consistently applied.
(b) To the best of its knowledge and belief, its Original Financial Statements (if any) give a true and fair view of (or fairly represent in all material respects, where unaudited) its consolidated financial condition and operations during the relevant period.
(c) As at the date provided, each set of financial statements delivered pursuant to Clause 27.1 (Financial statements) gives a true and fair view of (in the case of audited financial statements) or fairly represents in all material respects (in the case of unaudited financial statements) its financial condition and operations as at the date at which those financial statements were drawn up.
26.14 No proceedings pending or threatened
No litigation, arbitration or administrative proceedings or investigations of or before any court, arbitral body or agency which, if reasonably likely to be adversely determined and if so adversely determined would have a Material Adverse Effect have been (to the best of its knowledge and belief) started or threatened against it.
26.15 No breach of laws
(a) It has not (and none of its Restricted Subsidiaries has) breached any law or regulation which breach has or could reasonably be expected to have a Material Adverse Effect.
(b) No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against any member of the Restricted Group which have or could reasonably be expected to have a Material Adverse Effect.
26.16 Environmental and other laws
(a) It and each of its Restricted Subsidiaries is in compliance with all Environmental Laws to which it is or they are subject where non-compliance would have a Material Adverse Effect.
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(b) To the best of the Company’s knowledge and belief after due enquiry, all Environmental Permits necessary in connection with the ownership and operation of its business as it is currently being conducted and each of its Restricted Subsidiaries’ business and the absence of which would have a Material Adverse Effect have been obtained and are in full force and effect.
(c) To the best of the Company’s knowledge and belief after due enquiry, there are no circumstances which could reasonably be expected to prevent it or any of its Restricted Subsidiaries being in compliance with any Environmental Law or any Environmental Permit in a manner or to an extent which would have a Material Adverse Effect.
(d) To the best of the Company’s knowledge and belief after due enquiry, there are no past or present acts or omissions of it or any of its Restricted Subsidiaries or events, state of facts or circumstances which have resulted in (or could reasonably be expected to result in) any third party taking any legal proceedings against it or any of its Restricted Subsidiaries under any Environmental Law, including remedial action or the revocation, suspension, variation or non-renewal of any Environmental Permit where in any such case non-compliance would have a Material Adverse Effect.
(e) Neither it nor any of its Restricted Subsidiaries has received any statutory notice of any complaints, demands, civil claims, enforcement proceedings, requests for information, or of any action required by any regulatory authority and there are no investigations pending or (to the best of its knowledge and belief after due enquiry) threatened in relation to the failure of it or any of its Restricted Subsidiaries to obtain any Environmental Permit or comply with any Environmental Law, which in any such case relate to matters or circumstances which would have a Material Adverse Effect.
26.17 Taxation
Other than those being contested in good faith and where such payment may be lawfully withheld (provided that appropriate cash reserves have been set aside for such payment), no claim is being or, to the best of its knowledge and belief (having made due and careful enquiry), is reasonably likely to be asserted against it (or any of its Restricted Subsidiaries) with respect to Taxes such that a liability of, or claim against it which is reasonably likely to be adversely determined and if adversely determined would have a Material Adverse Effect.
26.18 Security and Financial Indebtedness
(a) No Security exists over all or any of the present or future assets of any member of the Restricted Group other than:
(i) any Security permitted by this Agreement; and
(ii) on or prior to the Second Amendment Effective Date, Security securing the Existing RCF Facilities Agreement, the Existing Notes and the Terminating Hedge Agreements.
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(b) No member of the Restricted Group has any Financial Indebtedness outstanding other than (i) as permitted by this Agreement and (ii) on or prior to the Second Amendment Effective Date, Financial Indebtedness under the Existing RCF Facilities Agreement, the Existing Notes and the Terminating Hedge Agreements.
26.19 Ranking
Subject to the Legal Reservations and applicable Permitted Liens and Permitted Collateral Liens, the terms of the Intercreditor Agreement and to any Security which is permitted under this Agreement, the Transaction Security ranks or will rank in priority as specified in the relevant Transaction Security Document and is not subject to any prior ranking or pari passu ranking Security.
26.20 Transaction Security
Subject to the Legal Reservations, each Transaction Security Document to which it is a party validly creates the Security which is expressed to be created by that Transaction Security Document and evidences the Security it is expressed to evidence provided that no representation or warranty is given concerning whether any Security is of a fixed or floating nature.
26.21 Good title to assets
Subject to any Permitted Liens and Permitted Collateral Liens, it and each of its Restricted Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.
26.22 Legal and beneficial ownership
(a) Subject to any Permitted Liens and Permitted Collateral Liens, as at the time an Obligor enters into a Transaction Security Document it is the sole legal and beneficial owner or lessee or licensee of or is otherwise entitled to use all of the material assets necessary to carry on its business as presently conducted (including, in the case of any shares of any member of the Restricted Group which are the subject of the Transaction Security, but subject to any registrations required to be made by the board of directors of such member of the Restricted Group absolute legal and (where relevant) beneficial ownership thereof).
(b) As at the time an Obligor enters into a Transaction Security Document the entire share capital of MUL is legally and beneficially owned by the Company and Red Football Junior Limited free from any claims, third party rights or competing interests other than pursuant to the Transaction Security Documents.
26.23 Shares
The shares of any member of the Restricted Group (other than Dormant Subsidiaries) which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights.
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26.24 Intellectual Property
In the case of the Company, as of the date of this Agreement, so far as it is aware there are no adverse circumstances relating to the validity, subsistence or use of any of the Restricted Group’s Intellectual Property which would have a Material Adverse Effect.
26.25 Group Structure
As of 20 May 2013 and as of the Closing Date, the Group Structure Chart is true, complete and accurate in all material respects.
26.26 Obligors
(a) All Material Companies which are members of the Restricted Group (other than Excluded Subsidiaries), Holding Companies of Material Companies (other than the Holding Company of the Company) and any member of the Restricted Group that is a guarantor in respect of the Notes on the Second Amendment Effective Date, are Guarantors; and
(b) Subject to paragraph (c) of Clause 29.14 (Guarantors), the aggregate of the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors and the aggregate gross assets of the Guarantors (in each case calculated on an unconsolidated basis and excluding all intra-Restricted Group items) represents not less than 85 per cent. of Consolidated EBITDA and consolidated gross assets of all members of the Restricted Group, in each case calculated by reference to the Original Financial Statements of the Company.
26.27 Holding Subsidiary
Except as permitted under Clause 12 (Limitation on Holding Company Activities) of Schedule 17 (Restrictive Covenants), neither the Company nor Red Football Junior Limited have traded or incurred any liabilities or commitments (actual or contingent, present or future).
26.28 Accounting reference date
The accounting reference date of each member of the Restricted Group is the Accounting Reference Date.
26.29 Centre of main interests and establishments
(a) It has its “centre of main interests” (as that term is used in Article 3(1) of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”) in England or Wales;
(b) It has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any jurisdiction.
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26.30 No adverse consequences
(a) It is not necessary under the laws of its Relevant Jurisdictions:
(i) in order to enable any Finance Party to enforce its rights under any Finance Document other than pursuant to Clause 20 (Tax gross up and indemnities); or
(ii) by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document,
that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of its Relevant Jurisdictions.
(b) No Finance Party is or will be deemed to be resident, domiciled or carrying on business in its Relevant Jurisdictions by reason only of the execution, performance and/or enforcement of any Finance Document.
26.31 Pensions
Except for the Football League Limited Pension and Life Assurance Scheme and the Professional Footballers’ Pension Scheme (and in the case of the Company only in so far as it is aware:
(a) neither it nor any of its Restricted Subsidiaries is or has at any time been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993); and
(b) neither it nor any of its Restricted Subsidiaries is or has at any time been “connected” with or an “associate” of (as those terms are used in sections 39 and 43 of the Pensions Act 2004) such an employer.
26.32 Anti-Corruptions Law and Sanctions
(a) The Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company and its Subsidiaries and their respective directors, officers, employees, agents affiliates and representatives with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
(b) The Company and its Subsidiaries and their respective directors and officers and, to the knowledge of the Company, their respective employees, agents, affiliates and representatives are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Company or its Subsidiaries being designated as a Sanctioned Person.
(c) Neither the Company nor any of its Subsidiaries or any of their respective directors or officers, or to the knowledge of the Company, any employee, agent, affiliate or representative of the Company or any of its Subsidiaries that
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will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
(d) No Utilisation, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws, Anti-Money Laundering Laws or applicable Sanctions.
(e) Any provision of this Clause 26.32 shall not apply to any person if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of any applicable Blocking Law (as defined in Clause 29.10 (Sanctions)).
26.33 Times at which representations are made
(a) Save where otherwise specified below, all the representations and warranties in this Clause 26 are made to each Finance Party on the date of this Agreement.
(b) The Repeating Representations are deemed to be made by each Obligor to each Finance Party on the date of this Agreement, the date of each Utilisation Request and on each Utilisation Date and on the first day of each Interest Period.
(c) The Repeating Representations and each of the representations and warranties set out in Clause 26.5 (Validity and admissibility in evidence), Clause 26.8 (No filing), Clause 26.16 (Environmental and other laws), Clause 26.17 (Taxation), Clause 26.18 (Security and Financial Indebtedness), Clause 26.20 (Transaction Security), Clause 26.22 (Legal and beneficial ownership) and Clause 26.31 (Pensions) are deemed to be made by each Additional Obligor to each Finance Party on the day on which it becomes an Additional Obligor.
(d) Each representation or warranty deemed to be made after the date of this Agreement shall be made by reference to the facts and circumstances existing at the date the representation or warranty is made.
27. INFORMATION UNDERTAKINGS
The undertakings in this Clause 27 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
In this Clause 27:
“Annual Financial Statements” means the financial statements for a Financial Year delivered pursuant to paragraph (a) of Clause 27.1 (Financial statements).
“Quarterly Financial Statements” means the financial statements delivered pursuant to paragraph (b) of Clause 27.1 (Financial statements).
27.1 Financial statements
The Company shall supply to the Agent in sufficient copies for all the Lenders:
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(a) within 150 days after the end of each of the Company’s Financial Years (commencing with the Financial Year ending 30 June 2013), annual reports containing the following information with a level of detail that is substantially comparable and similar in scope to the offering memorandum for the Notes (with appropriate revisions, as reasonably determined by the Company to reflect segment reporting): (i) audited consolidated balance sheets of the Company or its predecessors as of the end of the two most recent Financial Years and audited consolidated income statements and statements of cash flow of the Company for the three most recent Financial Years, including complete footnotes to such financial statements and the report of the Company’s independent auditors on the financial statements; (ii) pro forma income statement and balance sheet information of the Company, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalisations (excluding acquisitions or dispositions of player registrations) that have occurred since the beginning of the most recently completed Financial Year as to which such annual report relates; (iii) an operating and financial review of the audited financial statements, including a discussion of the results of operations (including a discussion by business segment), financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; and (iv) a description of all material affiliate transactions and a description of all material debt instruments; and
(b) within 60 days following the end of each of the first three Financial Quarters in each Financial Year of the Company (commencing with the Financial Year ending on or about 30 June 2016), its unaudited consolidated quarterly financial statements for that Financial Quarter and such quarterly financial statements shall contain the following information: (i) an unaudited condensed consolidated balance sheet of the Company as of the end of such Financial Quarter and unaudited condensed consolidated statements of income and cash flow of the Company for the quarterly and year to date periods ending on the unaudited condensed consolidated balance sheet date, and the comparable prior year periods for the Company, together with condensed footnote disclosure; (ii) pro forma income statement and balance sheet information of the Company, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalisations (excluding acquisitions or dispositions of player registrations) that have occurred since the beginning of the most recently completed fiscal quarter as to which such quarterly report relates; and (iii) an operating and financial review of the unaudited financial statements (including a discussion by business segment), including a discussion of the consolidated financial condition and results of operations of the Company and any material change between the current quarterly period and the corresponding period of the prior year; and
(c) promptly after the closing of any material acquisition, disposition or restructuring of the Company and the Restricted Subsidiaries, taken as a whole (in each case, excluding players unless publicly announced), or any senior management (other than the club manager unless publicly announced) changes at the Company or any Guarantor, or change in auditors of the Company, or
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any other material event that the Company announces publicly, in each case, a report containing a description of such event.
27.2 Provision and contents of Compliance Certificate
(a) The Company shall supply a Compliance Certificate to the Agent with each set of its audited consolidated Annual Financial Statements and each set of its consolidated Quarterly Financial Statements.
(b) Each Compliance Certificate shall set out the matters, calculations and figures required by the form of Compliance Certificate attached in Schedule 9 (Form of Compliance Certificate).
(c) Each Compliance Certificate shall be signed by an authorised signatory of the Company and, if required to be delivered with the consolidated Annual Financial Statements of the Company, shall be reported on by the Company’s Auditors in the form agreed by the Company and the Majority Lenders (unless it is such Auditors’ policy not to issue such reports).
27.3 Requirements as to financial statements
(a) Each set of financial statements delivered pursuant to Clause 27.1 (Financial statements) shall be prepared in accordance with GAAP.
(b) Contemporaneously with the furnishing of each such financial statement discussed above, the Company will also (i) file a press release with the appropriate internationally recognised wire services in connection with such report and (ii) post such report on a publicly accessible website of the Company.
27.4 Budget
(a) For so long as the Original Lender and the Amendment Effective Date Lender collectively hold Commitments representing 50 per cent. or more of the original Total Commitments, the Company shall supply to the Agent for the Original Lender (and once the Original Lender has transferred its Commitment in accordance with the terms of this Agreement, the Amendment Effective Date Lender) only, as soon as the same become available but in any event within 75 days after the start of each of its Financial Years, an annual Budget for that Financial Year.
(b) The Company shall ensure that each Budget:
(i) is in a form reasonably acceptable to the Agent;
(ii) is prepared in accordance with GAAP and the accounting practices and financial reference periods applied to financial statements under Clause 27.1 (Financial statements); and
(iii) is accompanied by a reasonably detailed commentary from the Senior Management of the Restricted Group.
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27.5 Meetings
The Company will invite the Lenders to all public calls (to the extent held) for the holders of any of the Notes and give the Lenders reasonable notice of such calls provided that no Lender (or any other Finance Party) may speak during such calls other than to register their attendance.
27.6 Unrestricted Subsidiaries
If any Subsidiaries of the Company have been designated as Unrestricted Subsidiaries, the information delivered under Clauses 27.1 (Financial statements) will include reasonably detailed information, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Restricted Group separate from that of the Unrestricted Subsidiaries.
27.7 Information: miscellaneous
The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):
(a) at the same time as they are dispatched, copies of all documents dispatched by the Company to its shareholders generally (or any class of them) or dispatched by the Company or any Obligors to its creditors generally (or any class of them);
(b) promptly upon becoming aware of them, to the extent not covered by paragraph (c) of Clause 27.1 (Financial Statements), the details of any matter that has resulted in or could reasonably likely to result in a Material Adverse Effect;
(c) promptly upon becoming aware of it, details of a Change of Control; and
(d) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary as the Agent may from time to time reasonably request.
27.8 Notification of default
(a) The Company and each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).
(b) Promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by two of its directors on its behalf certifying (without personal liability) that no Event of Default is continuing (or if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it).
27.9 “Know your customer” checks
(a) If:
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(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;
(ii) any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or
(iii) a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,
obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer”, USA PATRIOT Act or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer”, USA PATRIOT Act or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer”, USA PATRIOT Act or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
(c) The Company shall, by not less than 5 Business Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant to Clause 33 (Changes to the Obligors).
(d) Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Obligor obliges the Agent or any Lender to comply with “know your customer”, USA PATRIOT Act or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer”, USA PATRIOT Act or other similar checks under all applicable
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laws and regulations pursuant to the accession of such Restricted Subsidiary to this Agreement as an Additional Obligor.
28. FINANCIAL COVENANT
28.1 Financial definitions
In this Agreement:
“Borrowings” means, at any time, the outstanding principal, capital or nominal amount (including any capitalised interest accretions in respect of any instrument issued at a discount and any other similar amount) of any Financial Indebtedness (other than under paragraph (f) of the definition thereof provided that the principal component of the arrangement to be put in place in connection with unwinding the hedging transactions entered into under the Existing Hedging Agreements will be included in “Borrowings”).
“Capital Expenditure” means any expenditure or obligation in respect of expenditure which, in accordance with GAAP, is treated as capital expenditure.
“Cashflow” means, in respect of any Financial Year, Consolidated EBITDA for that Financial Year after:
(a) adding the amount of any decrease (and deducting the amount of any increase) in Working Capital for that Financial Year;
(b) adding the amount of any cash receipts (and deducting the amount of any cash payments) during that Financial Year in respect of any Exceptional Items not already taken account of in calculating Consolidated EBITDA for that Financial Year;
(c) adding the amount of any cash receipts during that Financial Year in respect of any Tax rebates or credits and deducting the amount actually paid or due and payable in respect of Taxes during that Financial Year by any member of the Restricted Group;
(d) adding (to the extent not already taken into account in determining Consolidated EBITDA) the amount of any dividends or other profit distributions received in cash by any member of the Group during that Financial Year from any entity which is itself not a member of the Group and deducting (to the extent not already deducted in determining Consolidated EBITDA) the amount of any dividends paid in cash during the Financial Year to minority shareholders in members of the Restricted Group;
(e) adding the amount of any increase in provisions, other non-cash debits and other non-cash charges (which are not Current Assets or Current Liabilities) and deducting the amount of any non-cash credits (which are not Current Assets or Current Liabilities) in each case to the extent taken into account in establishing Consolidated EBITDA; and
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(f) deducting the amount of any Capital Expenditure actually made in cash during that Financial Year by any member of the Restricted Group except (in each case) to the extent funded from the proceeds of any Disposal or insurance claims permitted to be retained for this purpose,
and so that no amount shall be added (or deducted) more than once.
“Consolidated EBITDA” means, for any Relevant Period, the consolidated profits of the Restricted Group from ordinary activities before taxation in respect of that Relevant Period and (without double counting):
(a) before deducting any amount attributable to the amortisation or impairment of intangible assets (including goodwill) or the depreciation or impairment of tangible assets;
(b) before deducting any Consolidated Net Finance Charges;
(c) before deducting any one-off expenses or charges incurred in connection with the incurrence or issuance of (i) any Financial Indebtedness under or which is permitted by the Finance Documents or (ii) any other equity issuance which is permitted by the Finance Documents;
(d) before taking into account any items treated as exceptional or extraordinary items;
(e) before taking into account any accrued interest received by or owing to any member of the Restricted Group;
(f) before taking into account any realised and unrealised exchange gains and losses including those arising on translation of currency debt;
(g) before taking into account any gain or loss arising from an upward or downward revaluation of any asset or arising from the acquisition or disposal of player registrations;
(h) after deducting the amount of any profit of any member of the Restricted Group which is attributable to minority interests;
(i) after deducting the amount of any profit of any investment or entity (which is not itself a member of the Restricted Group) in which any member of the Restricted Group has an ownership interest to the extent that the amount of such profit included in the financial statements of the Restricted Group exceeds the amount (net of applicable withholding tax) received in cash by members of the Restricted Group through distributions by such investment or entity;
(j) after excluding the amount of any profit or loss which is attributable to any Material Disposal made in the Relevant Period; and
(k) after deducting, to the extent not already taken into account, all rent and other property costs of a revenue nature,
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in each case, to the extent added, deducted, taken into account or excluded, as the case may be, for the purposes of determining profits of the Restricted Group from ordinary activities before taxation.
“Consolidated Net Finance Charges” means, for any Relevant Period, the aggregate amount of interest, all regular or periodic commission, fees or discounts in the nature of interest accrued in respect of Borrowings of the Restricted Group in respect of that Relevant Period and (without double counting):
(a) excluding any such obligations owed to any other member of the Restricted Group;
(b) including the interest element whether paid or payable, in respect of leasing and hire purchase payments under lease or hire purchase arrangements which would, in accordance with GAAP, be treated as finance or capital leases;
(c) including any accrued commission, fees, discounts and other finance payments paid or payable by any member of the Restricted Group under any interest rate hedging arrangement;
(d) deducting any accrued commission, fees, discounts and other finance payments owing to or received by any member of the Restricted Group under any interest rate hedging instrument;
(e) deducting any accrued interest owing to or received by any member of the Restricted Group on any deposit or bank account or in respect of Cash Equivalent Investments; and
(f) excluding any up-front arrangement fees, up-front underwriting fees, up-front commitment fees, up-front participation fees or up-front agency fees paid in connection with the Facility, the RCF Facilities Agreement, the Notes issued on the Second Amendment Effective Date or the Existing Notes issued on the Closing Date by any member of the Restricted Group (except where any such fee is in excess of a reasonable market rate).
“Current Assets” means the aggregate (on a consolidated basis) of all inventory, work in progress, trade and other receivables of each member of the Restricted Group including prepayments in relation to operating items and sundry debtors (but excluding Cash) expected to be realised within twelve months from the date of computation but excluding amounts in respect of:
(a) receivables in relation to Tax;
(b) Exceptional Items and other non-operating items;
(c) insurance claims; and
(d) any interest owing to any member of the Restricted Group.
“Current Liabilities” means the aggregate (on a consolidated basis) of all liabilities (including trade creditors, accruals and provisions) of each member of the Restricted
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Group expected to be settled within twelve months from the date of computation but excluding amounts in respect of:
(a) liabilities for Borrowings and Consolidated Net Finance Charges;
(b) liabilities for Tax;
(c) Exceptional Items and other non-operating items;
(d) insurance claims; and
(e) liabilities in relation to dividends declared but not paid by the Company or by a member of the Restricted Group in favour of a person which is not a member of the Restricted Group.
“Exceptional Items” means any exceptional, one off, non-recurring or extraordinary items which represent gains or losses including those arising on:
(a) the restructuring of the activities of an entity and reversals of any provisions for the cost of restructuring;
(b) disposals, revaluations, write downs or impairment of non-current assets or any reversal of any write down or impairment; and
(c) disposals of assets associated with discontinued operations.
“Finance Lease” means any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease.
“Financial Quarter” means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.
“Financial Year” means the annual accounting period of the Restricted Group ending on or about 30 June in each year.
“Quarter Date” means each of 31 March, 30 June, 30 September and 31 December.
“Relevant Period” means each period of twelve months ending on the last day of each Financial Quarter.
“Total Net Debt” means, at any time, the aggregate amount of all obligations of the Restricted Group for or in respect of the principal amount of Borrowings but:
(a) excluding any such obligations to any other member of the Restricted Group;
(b) Subordinated Liabilities (as such term is defined in the Intercreditor Agreement) shall not be included in Borrowings;
(c) including, in the case of finance leases, only the capitalised value thereof; and
(d) deducting the aggregate amount of Cash and Cash Equivalent Investments held by any member of the Restricted Group at that time,
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and so that no amount shall be included or excluded more than once.
“Total Net Leverage Ratio” means the ratio of Total Net Debt to Consolidated EBITDA.
“Working Capital” means, on any date, Current Assets less Current Liabilities.
28.2 Financial condition
The Company shall ensure that, for each Relevant Period, Consolidated EBITDA for such Relevant Period is not less than £65.0 million, subject to Clause 28.4 (Champions League Non Qualification Event).
28.3 Financial testing
Subject to Clause 28.4 (Champions League Non Qualification Event) below, the financial covenant set out in Clause 28.2 (Financial condition) shall be calculated in accordance with GAAP and tested by reference to each of the financial statements delivered pursuant to paragraphs (a) and (b) of Clause 27.1 (Financial Statements) and/or each Compliance Certificate delivered pursuant to Clause 27.2 (Provision and contents of Compliance Certificate).
28.4 Champions League Non Qualification Event
(a) For the purposes of calculating the financial covenant set out in Clause 28.2 (Financial condition), if a Champions League Non Qualification Event occurs, the Company may elect, at any time prior to the end of the Financial Year in which such Champions League Non Qualification Event occurs, to adjust the definition of Consolidated EBITDA for each Financial Quarter falling in the Financial Year in respect of which the first team of MUFC is not in the first round group stages (or its equivalent from time to time) of the Champions League by adding back an amount equal to “X” in each such Financial Quarter (the “Adjusted Quarters”) where:
“X” corresponds to the amount set out in Schedule 16 (Table of Values for X) for that Financial Quarter minus the following:
(i) the net amount received by the Restricted Group in that Financial Quarter in respect of matches (both home and away) and media payments relating to UEFA cup performances; and
(ii) the net amount of any reduction to player salaries in that Financial Quarter arising out of the existing contractual provisions as a result of the Champions League Non Qualification Event.
(b) At the same time as the Company makes an election under paragraph (a), it shall supply to the Agent a certificate signed by a director of the Company (i) confirming the value of X and the amount of each Adjustment and setting out (in reasonable detail) computation of those amounts and (ii) attaching a copy of the Champions League Adjustment Spreadsheet (following the Adjustments).
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(c) If the Majority Lenders give notice to the Agent that they do not agree with the calculations of any of the Adjustments contained in the certificate described in paragraph (b) above (acting reasonably), the Company and the Agent will consult in good faith for a period of not more than 10 Business Days with a view to correcting the calculations of the Adjustments.
(d) If agreement has not been reached within the 10 Business Day period referred to in paragraph (c) above then, at the request of the Majority Lenders (and at the expense of the Company), the Agent may appoint an auditor of international repute (in consultation with the Company) to determine the amount of the Adjustments (and, consequently, the value of “X”) and such determination shall (in the absence of manifest error) be binding on the Parties.
(e) For the avoidance of doubt, for the purposes of calculating the financial covenant set out in Clause 28.2 (Financial condition) only, Consolidated EBITDA in any Relevant Period which contains one or more Adjusted Quarters shall be calculated using the adjusted values of Consolidated EBITDA set out in paragraph (a) above for each such Adjusted Quarter.
(f) The above election may only be made twice over the life of the Facility and may not be made during two consecutive Financial Years.
29. GENERAL UNDERTAKINGS
The undertakings in this Clause 29 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
29.1 Restrictive Covenants
Each Obligor shall comply with the covenants set out in Schedule 17 (Restrictive Covenants).
29.2 Authorisations
Each Obligor shall promptly:
(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and
(b) supply (on request), certified copies to the Agent of,
any Authorisation required under any law or regulation of a Relevant Jurisdiction to:
(i) enable it to perform its obligations under the Finance Documents;
(ii) subject to the Legal Reservations, ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and
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(iii) enable it to carry on its business in the ordinary course except to the extent failure to do so has a Material Adverse Effect.
29.3 Compliance with laws
Each Obligor shall comply in all respects with all laws to which it is subject, where failure so to comply has a Material Adverse Effect.
29.4 Senior Unsecured Notes
The Company shall ensure that:
(a) no scheduled principal payments with respect to Senior Unsecured Notes (as defined in the Intercreditor Agreement) fall due prior to the date falling six months after the Termination Date;
(b) any Senior Unsecured Notes are not secured by any Security over any shares in any member of the Group or any asset of any member of the Group other than security over (i) the shares in the Senior Unsecured Note Issuer and any direct Subsidiary of the Company and (ii) any Senior Unsecured Note Proceeds Loan (as defined in the Intercreditor Agreement) and which is subject to, and is treated in all respects for the purposes of, the Intercreditor Agreement as Shared Security (as defined therein);
(c) no member of the Group owes any Financial Indebtedness to a Senior Unsecured Issuer other than pursuant to a Senior Unsecured Note Proceeds Loan (as defined in the Intercreditor Agreement);
(d) the Company shall ensure that any Senior Unsecured Notes are only issued or borrowed by the Senior Unsecured Note Issuer which is (and which remains at all times when any Senior Unsecured Notes issued or borrowed by it remain outstanding):
(i) a Guarantor;
(ii) not a Borrower or the issuer or borrower of any Senior Secured Debt; and
(iii) other than Permitted Senior Unsecured Issuer Activities, has no assets, liabilities or business other than as permitted by this Clause 29 or in connection with the Senior Unsecured Notes (including any Senior Unsecured Notes Proceeds Loan) or reasonably incidental thereto and which does not directly or indirectly own any shares or equivalent ownership interests in any member of the Group; and
(e) no member of the Group transfers any assets or makes any payment to a Senior Unsecured Note Issuer other than (without double counting):
(i) as permitted by Clause 6.3 (Permitted Senior Unsecured Note Payments) and Clause 10.2(b) (Permitted Payments: Senior Unsecured Notes Proceeds Liabilities) of the Intercreditor Agreement; or
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(ii) (if no Event of Default is continuing or would result from the making of the relevant payment) payments reasonably required to allow the Senior Unsecured Issuer to pay when due amounts payable by it (A) with respect to Permitted Senior Unsecured Issuer Activities or (B) permitted by the Agent (acting on the instructions of the Majority Lenders (acting reasonably)).
29.5 [INTENTIONALLY LEFT BLANK]
29.6 Taxation
Each Obligor shall (and the Company shall ensure that each member of the Restricted Group shall) duly and punctually pay and discharge all Taxes (or, where payments of Taxes must be made by reference to estimated amounts, such estimated Tax (calculated in good faith) as due and payable for the relevant period) imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:
(a) such payment is being contested in good faith;
(b) adequate reserves are being maintained for those Taxes and the costs required to contest them to the extent required by GAAP;
(c) such payment can be lawfully withheld; and
(d) no Obligor may change its residence for Tax purposes where to do so would be materially prejudicial to the interests of the Lenders (taken as a whole) under the Finance Documents.
29.7 Change of business
The Company shall procure that no substantial change is made to the general nature of the business of the Company, the Obligors or the Restricted Group (taken as a whole) from that carried on by the Restricted Group at the date of this Agreement.
29.8 Pari passu ranking
Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party held against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies and the Group’s Football Creditors in relation to matters set out in the Premier League Handbook.
29.9 Insurance
(a) Each Obligor shall (and the Company shall ensure that each member of the Restricted Group will) maintain insurances (other than in respect of permanent disability for players occurring when players are playing, practising or training for a member of the Restricted Group) on and in relation to its business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.
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(b) All insurances must be with reputable independent insurance companies or underwriters.
29.10 Sanctions
(a) The Company will maintain in effect and enforce policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
(b) A Borrower will not request any Utilisation, and a Borrower shall not use, and the Company shall procure that no Obligor and its or their respective directors, officers, employees, agents, affiliates and representatives and, to the extent it has the power to so procure, joint venture partners shall not use, the proceeds of any Utilisation:
(i) in furtherance of an offer, payment, promise to pay, or authorisation of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws;
(ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country; or
(iii) in any manner that would result in the violation of any Sanctions applicable to any Party hereto.
(c) Any provision of this Clause 29.10 shall not apply to any person if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of any applicable Blocking Law.
(d) For the purposes of this Clause 29.10 and Clause 26.32 (Anti-Corruption Laws and Sanctions), “Blocking Law” means:
(i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom);
(ii) section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung); or
(iii) any similar blocking or anti-boycott law implemented by a Sanctions Authority.
29.11 Access
While an Event of Default is continuing (or where the Agent reasonably suspects an Event of Default is continuing) each Obligor shall and the Company shall ensure that each member of the Restricted Group (subject to any confidentiality or secrecy obligations under this Agreement and all applicable laws) will permit the Agent
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and/or accountants or other professional advisers and contractors of the Agent to have access at all reasonable times during normal business hours (excluding match days) and on reasonable notice (for a reasonable period) at the reasonable cost of the Company to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its Senior Management and independent public accountants, provided that in exercising such right, the Agent and/or accountants or other professional advisers and contracts (as appropriate) of the Agent shall have regard for the need to keep disruption to the business to a minimum.
29.12 [INTENTIONALLY LEFT BLANK]
29.13 Amendments
In the period prior to the Original Lender making any assignment, transfer or sub- participation of any of its Commitments under this Agreement on its own accord (and such assignment, transfer or sub-participation is not at any Obligor’s request), no Obligors shall (and the Company shall ensure that no member of the Restricted Group will) amend, vary, novate, supplement, supersede, waive or terminate any term of:
(a) the Note Documents, so as to bring forward the maturity or any amortisation of the Notes or reduce the Weighted Average Life to Maturity (as defined in Schedule 17 (Restrictive Covenants)) of the Notes;
(b) the RCF Facilities Agreement; or
(c) the Existing Hedging Agreements,
except in a way which is not reasonably likely to materially and adversely affect the interests of the Lenders.
29.14 Guarantors
(a) The Company shall ensure that at all times:
(i) Subject to the Agreed Security Principles, all Material Companies which are members of the Restricted Group (other than an Excluded Subsidiary), Holding Companies of Material Companies (other than the Holding Company of the Company) and any member of the Restricted Group that is or becomes a guarantor in respect of the Notes, are Guarantors (in the case of any member of the Restricted Group that is or becomes a guarantor in respect of the Notes, simultaneously to becoming guarantors in respect of the Notes); and
(ii) subject to paragraph (d) below, the aggregate of the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors and the aggregate gross assets of the Guarantors (in each case calculated on an unconsolidated basis and excluding all intra-Restricted Group items) represents not less than 85 per cent. of Consolidated EBITDA and consolidated gross assets of all members of the Restricted Group ((in each case not including the Excluded Subsidiaries)), in each case
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calculated by reference (i) to the Original Financial Statements of the Company prior to the Closing Date; and (ii) thereafter, with each set of audited annual financial statements delivered under Clause 27.1 (Financial Statements) (the “Guarantor Coverage Test”).
(b) The Company shall not have any obligation to procure that any member of the Restricted Group becomes an Additional Guarantor unless the Annual Financial Statements demonstrate that the same would be necessary in order to comply with the requirements of this Clause 29.14.
(c) If the Guarantor Coverage Test is not complied with as at the time of delivery of any Compliance Certificate accompanying the Annual Financial Statements, no Default will occur provided that (subject to the Agreed Security Principles), the Company procures that additional members of the Group become Guarantors within 30 Business Days (or such longer period agreed between the Agent (acting reasonably) and the Company) of the delivery of such Compliance Certificate so that, when retested at the end of such 30 Business Day period (or if agreed, such longer period) by reference to the Annual Financial Statements accompanying such Compliance Certificate, the Guarantor Coverage Test is complied with.
(d) The Company need only perform its obligations under paragraph (a) above, to the extent it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability.
(e) Any member of the Restricted Group (other than an Excluded Subsidiary) that becomes a Material Company and any Material Company (other than an Excluded Subsidiary) acquired in accordance with this Agreement after the Second Amendment Effective Date shall, subject to the Agreed Security Principles, become a Guarantor and grant Security as the Agent may require and shall accede to the Intercreditor Agreement within 30 Business Days (or such longer period agreed between the Agent (acting reasonably) and the Company) of delivery of any Compliance Certificate accompanying the audited annual financial statements delivered under Clause 27.1 (Financial Statements) or within 20 Business Days of its acquisition, as the case may be.
(f) Nothing in this Agreement shall require any Excluded Subsidiary to accede as a Guarantor for so long as it is an Excluded Subsidiary.
29.15 [INTENTIONALLY LEFT BLANK]
29.16 Further assurance
(a) For the benefit of the Finance Parties, each Obligor shall (and the Company shall procure that each member of the Restricted Group shall) at all times
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promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Trustee may reasonably specify (and in such form as the Security Trustee may reasonably require in favour of the Security Trustee or its nominee(s)):
(i) to perfect the Security created or intended to be created under or evidenced by the Transaction Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights powers and remedies of the Security Trustee or the Finance Parties provided by or pursuant to the Finance Documents or by law;
(ii) to confer on the Security Trustee or confer on the Finance Parties Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Transaction Security Documents; and/or
(iii) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.
(b) Each Obligor shall (and the Company shall procure that each member of the Restricted Group shall) at all times take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Trustee or the Finance Parties by or pursuant to the Finance Documents.
(c) The Company need only perform its obligations under paragraphs (a) and (b) above, to the extent it is not unlawful and would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability.
29.17 Sponsorship Contracts and Arrangements
The Company shall ensure no Unrestricted Subsidiary will:
(a) enter into any sponsorship contract and/or arrangement; or
(b) have transferred, assigned or novated to it any sponsorship contract and/or arrangement by any member of the Restricted Group.
For the avoidance of doubt, sponsorship contracts and/or arrangements shall not include contracts and/or arrangements relating to (i) paragraphs (a) and (c) of the definition of New Holdco Business or (ii) the provision or supply of content, services or other products.
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30. EVENTS OF DEFAULT
Each of the events or circumstances set out in this Clause 30 (save for Clause 30.13 (Acceleration)) is an Event of Default.
30.1 Non-payment
An Obligor does not pay:
(a) on the due date any amount of principal payable pursuant to a Finance Document; or
(b) within 30 days of the due date, any other amount payable pursuant to a Finance Document, at the place at and in the currency in which it is expressed to be payable unless, in the case of a payment of principal, its failure to pay is caused by administrative or technical error or a Disruption Event.
30.2 Breach of certain obligations
Any requirement of Clause 28 (Financial covenant) is not satisfied.
30.3 Other obligations
An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 30.1 (Non-payment) and Clause 30.2 (Breach of certain obligations)) unless such non-compliance is capable of remedy and is remedied within 60 days of the earlier of the Agent giving written notice thereof to the Company or any Obligor becoming aware of the failure to comply.
30.4 Misrepresentation
Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or in any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading (in the case of any representation or statement which is not subject to a materiality threshold in accordance with its terms, in any material respect) when made or deemed to be made and, if the circumstances causing such misrepresentation are capable of remedy within such period, such Obligor shall have failed to remedy such circumstances within 60 days after the earlier of the Agent giving written notice to the Company or the Company becoming aware of such misrepresentation.
30.5 Cross default
(a) Any Financial Indebtedness of any member of the Restricted Group is not paid when due nor within any originally applicable grace period.
(b) Any Financial Indebtedness of any member of the Restricted Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).
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(c) Any commitment for any Financial Indebtedness of any member of the Restricted Group is cancelled or suspended by a creditor of any member of the Restricted Group as a result of an event of default (however described).
(d) Any creditor of any member of the Restricted Group becomes entitled to declare any Financial Indebtedness of any member of the Restricted Group due and payable prior to its specified maturity as a result of an event of default (however described).
(e) No Event of Default will occur under this Clause 30.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than £25.0 million (or its equivalent in any other currency or currencies).
30.6 Insolvency
(a) A Material Company is unable or admits inability to pay its debts as they fall due or is declared to be unable to pay its debts under applicable law, suspends or threatens to suspend making payments on any of its debts as they fall due or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.
(b) Any Material Company is or is deemed to be insolvent under any applicable law (other than Section 123(2) of the Insolvency Act 1986) or (save the extent the same is frivolous or vexatious or is discharged, stayed or dismissed within 30 days of commencement) or where written demand is made in respect of an aggregate amount of not less than £5.0 million (taking into account contingent and prospective liabilities).
(c) A moratorium is declared in respect of any indebtedness of any Material Company.
30.7 Insolvency proceedings
(a) Any corporate action, legal proceedings or other formal procedure or step is taken in relation to:
(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Material Company other than a solvent liquidation or reorganisation of any Material Company which is not an Obligor or a Permitted Reorganisation;
(ii) a composition, compromise, assignment or arrangement with any creditor of any Material Company;
(iii) the appointment of a liquidator (other than in respect of a solvent liquidation of a Material Company which is not an Obligor or a Permitted Reorganisation), receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of
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any Material Company or any of its assets having an aggregate value of £5.0 million or greater;
(iv) enforcement of any Security over any assets having an aggregate value of £3.0 million or greater of any Material Company, or any analogous procedure or step is taken in any jurisdiction.
(b) Paragraph (a) shall not apply to:
(i) any procedure or step in relation to a Dormant Subsidiary;
(ii) any winding-up petition or (to the extent relevant) other procedural step in relation to the appointment of a receiver, administrator, administrative receiver, compulsory manager or similar officer (but not excluding the actual appointment thereof) which is frivolous or vexatious or is discharged, stayed or dismissed within 60 days of commencement; or
(iii) any application for the appointment of an administrator is discharged at least five days prior to the first hearing of that application.
30.8 Creditors’ process
Any expropriation, attachment, sequestration, distress or execution (including enforcement of Security) or any analogous process in any jurisdiction affects any asset or assets of Material Companies having an aggregate value of £25.0 million and is not discharged within 60 days.
30.9 Unlawfulness and invalidity
(a) It is or becomes unlawful for an Obligor or, in the case of the Intercreditor Agreement, a member of the Restricted Group, to perform any of its material obligations under any of the Finance Documents, or any of the Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be valid or becomes unlawful.
(b) Any obligation or obligations of any Obligor under any Finance Documents or any member of the Restricted Group under the Intercreditor Agreement are not or cease to be legal, valid, binding or enforceable (other than as provided in the Legal Reservations) and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.
(c) Any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under this Agreement or the Intercreditor Agreement ceases to be legal, valid, binding, enforceable or effective (other than as provided in the Legal Reservations) and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.
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30.10 Intercreditor Agreement
(a) Any member of the Restricted Group or Subordinated Creditor (as defined in the Intercreditor Agreement) fails to comply with the provisions of, or does not perform its obligations under, the Intercreditor Agreement; or
(b) a representation or warranty given by a member of the Restricted Group or Subordinated Creditor in the Intercreditor Agreement is incorrect in any material respect, and, if the non-compliance or circumstances giving rise to the misrepresentation are capable of remedy, it is not remedied within 15 Business Days of the earlier of the Agent giving notice to that party or that party becoming aware of the non-compliance or misrepresentation.
30.11 Repudiation
An Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance Document.
30.12 Material adverse change
Any event or circumstance occurs which has a Material Adverse Effect.
30.13 Acceleration
Subject to Clause 4.3 (Certain Funds), on and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Company:
(a) cancel all or part of the Total Commitments at which time they shall immediately be cancelled;
(b) declare that all or part of the Utilisations, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable;
(c) declare that all or part of the Utilisations be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or
(d) exercise or direct the Security Trustee to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.
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SECTION 9
CHANGES TO PARTIES
31. CHANGES TO THE LENDERS
31.1 Assignments and transfers by the Lenders
Subject to this Clause 31 a Lender (the “Existing Lender”) may:
(a) assign any of its rights;
(b) transfer by novation any of its rights and obligations; or
(c) enter into a sub-participation in relation to its rights and obligations, under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets or to any other person (the “New Lender”), which in each case, unless an Event of Default is continuing, is a U.S. Qualifying Lender (as defined in Clause 20.1 (Definitions)).
31.2 Conditions of assignment or transfer
(a) The consent of the Company is required for an assignment, transfer or sub- participation by an Existing Lender, unless the assignment, transfer or sub- participation is:
(i) to another Lender or an Affiliate of a Lender;
(ii) if the Existing Lender disposing of its interest by sub-participation in any commitments or undertakings retains (x) all of the voting rights with respect to such commitments or undertakings and (y) more than two thirds of the economic interest in the commitments or undertakings; or
(iii) made at a time when an Event of Default is continuing.
(b) The consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the Company within that time in accordance with this paragraph (b).
(c) Unless the Company and the relevant Existing Lender otherwise agree in respect of transfers between Existing Lenders and their Affiliates a transfer of part of a Commitment or Commitments by the Existing Lender must be of a minimum amount of $1 0 million, provided that if the Existing Lender retains any Commitment or Commitments it is (or they are) of a minimum amount of $1.0 million in aggregate across the Facility.
(d) In determining whether the requirements of paragraph (c) above as to the minimum amount in respect of the Facility to be retained by an Existing
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Lender are satisfied, the amount of any Commitment or Commitments of any Affiliate of the relevant Existing Lender to be retained shall be aggregated with the Commitment or Commitments of the Existing Lender to be transferred and/or retained (as the case may be).
(e) An assignment will only be effective on:
(i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender;
(ii) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and
(iii) the performance by the Agent of all necessary “know your customer”, USA PATRIOT Act or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.
(f) A transfer will only be effective on:
(i) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and
(ii) procedure set out in Clause 31.5 (Procedure for transfer) being complied with.
(g) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 20 (Tax gross-up and indemnities) or Clause 21 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (g) shall not apply in relation to Clause 20.2 (Tax gross-up), to a Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(ii)(B) of Clause 20.2 (Tax gross-up) if the Obligor making the payment has not made a Borrower DTTP Filing in respect of that Treaty Lender.
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(h) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
31.3 Assignment or transfer fee
Unless the Agent otherwise agrees and excluding an assignment or transfer (i) to an Affiliate of a Lender or (ii) to a Related Fund, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of $3,500.
31.4 Limitation of responsibility of Existing Lenders
(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;
(ii) the financial condition of any Obligor;
(iii) the performance and observance by any Obligor or any other member of the Restricted Group of its obligations under the Transaction Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and
(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
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(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 31; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.
31.5 Procedure for transfer
(a) Subject to the conditions set out in Clause 31.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender and update the Register in accordance with Clause 34.19 (Register). The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer”, USA PATRIOT Act or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) Subject to Clause 31.9 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and other members of the Restricted Group party to any Finance Document and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and other members of the Restricted Group party to any Finance Document and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Restricted Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; and
(iii) the New Lender shall become a Party as a “Lender”.
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31.6 Procedure for assignment
(a) Subject to the conditions set out in Clause 31.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.
(c) Subject to Clause 31.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the “Relevant Obligations”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.
(d) Lenders may utilise procedures other than those set out in this Clause 31.6 to assign their rights under the Finance Documents (but not, without the consent of the Company or unless in accordance with Clause 31.5 (Procedure for transfer), to obtain a release by each Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 31.2 (Conditions of assignment or transfer).
31.7 Copy of Transfer Certificate or Assignment Agreement to Company
The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Company a copy of that Transfer Certificate or Assignment Agreement.
31.8 Security over Lenders’ rights
In addition to the other rights provided to Lenders under this Clause 31, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or
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otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:
(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and
(b) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities, except that no such charge, assignment or Security shall:
(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or other Security for the Lender as a party to any of the Finance Documents; or
(ii) require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.
31.9 Pro rata interest settlement
If the Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 31.5 (Procedure for transfer) or any assignment pursuant to Clause 31.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):
(a) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six-Monthly intervals after the first day of that Interest Period); and
(b) the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts so that, for the avoidance of doubt:
(i) when the Accrued Amounts become payable, those Accrued Amounts will be payable for the account of the Existing Lender; and
(ii) the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 31.10, have been payable to it on that date, but after deduction of the Accrued Amounts.
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32. [INTENTIONALLY LEFT BLANK]
33. CHANGES TO THE OBLIGORS
33.1 Assignment and transfers by Obligors
No Obligor or any other member of the Restricted Group may assign any of its rights or transfer any of its rights or obligations under the Finance Documents (save in the case of a Permitted Change of Borrower).
33.2 Additional Borrowers
(a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 27.9 (“Know your customer” checks), the Company may request that any of its Subsidiaries which is a member of the Restricted Group becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if:
(i) all the Lenders approve the addition of that Subsidiary;
(ii) the Company and that Subsidiary delivers to the Agent a duly completed and executed Accession Deed;
(iii) the Company confirms that no Event of Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and
(iv) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent.
(b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent).
(c) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.
33.3 Resignation of a Borrower
(a) The Company may request that a Borrower ceases to be a Borrower by delivering to the Agent a Resignation Letter.
(b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:
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(i) the Company has confirmed that no Default is continuing or would result from the acceptance of the Resignation Letter; and
(ii) the relevant Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents,
whereupon that company shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents as a Borrower.
33.4 Additional Guarantors
(a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 27.9 (“Know your customer” checks), the Company may request that any of its Subsidiaries which is a member of the Restricted Group become a Guarantor.
(b) A member of the Restricted Group shall become an Additional Guarantor if:
(i) the Company and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Deed; and
(ii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent.
(c) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent).
(d) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (c) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.
33.5 Resignation of a Guarantor
(a) In this Clause 33.5 and Clause 33.7 (Resignation and release of Security on disposal), “Third Party Disposal” means the disposal of an Obligor to a person which is not a member of the Restricted Group where that disposal is permitted under this Agreement (and the Company has confirmed this is the case) or made with the approval of the Majority Lenders.
(b) The Company may request that a Guarantor (other than the Company and (for so long as it directly owns any shares in MUL) Red Football Junior Limited) ceases to be a Guarantor by delivering to the Agent a Resignation Letter if:
(i) that Guarantor is being disposed of by way of a Third Party Disposal or a Permitted Reorganisation;
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(ii) that Guarantor has become an Unrestricted Subsidiary in accordance with the terms of this Agreement;
(iii) the Guarantor is subject to a merger and/or consolidation not prohibited under Schedule 17 (Restrictive Covenants); or
(iv) all the Lenders have consented to the resignation of that Guarantor.
(c) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:
(i) the Company has confirmed that no Event of Default is continuing or would result from the acceptance of the Resignation Letter; and
(ii) no payment is due from the Guarantor under Clause 25.1 (Guarantee and indemnity).
(d) Subject to paragraph (e) below, upon notification by the Agent to the Company of its acceptance of the Resignation Letter, that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
(e) The resignation of a Guarantor which is the subject of a Third Party Disposal, Permitted Reorganisation or designation as an Unrestricted Subsidiary shall not take effect (and the Guarantor will continue to have rights and obligations under the Finance Documents) until the date on which the Third Party Disposal, Permitted Reorganisation or, as the case may be, designation as an Unrestricted Subsidiary takes effect.
33.6 Repetition of Representations
Delivery of an Accession Deed constitutes confirmation by the relevant Restricted Subsidiary that the representations and warranties referred to in paragraph (c) of Clause 26.33 (Times at which representations are made) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.
33.7 Resignation and release of Security on disposal
Without prejudice to the provisions of the Intercreditor Agreement, if a Guarantor is or is proposed to be the subject of a Third Party Disposal or a Permitted Reorganisation or if there is a disposal of Charged Property (including pursuant to a Permitted Reorganisation) or that is permitted by the Intercreditor Agreement then:
(a) where that Guarantor created Transaction Security over any of its assets or business in favour of the Security Trustee (including the assets or business of any of its Subsidiaries that is to cease to be a member of the Group as a result of the disposal or Permitted Reorganisation), or Transaction Security in favour of the Security Trustee was created over the shares (or equivalent) of that Guarantor (or any of its Subsidiaries that is to cease to be a member of the Group as a result of the disposal or Permitted Reorganisation), the Security Trustee shall, at the cost and request of the Company, release those assets,
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business or shares (or equivalent) and issue certificates of non-crystallisation in accordance with the Intercreditor Agreement;
(b) the resignation of that Guarantor and related release of Transaction Security referred to in paragraph (a) above shall not become effective until the date of that disposal or Permitted Reorganisation, as applicable; and
(c) if the disposal or Permitted Reorganisation of that Guarantor is not made, the Resignation Letter of that Guarantor and the related release of Transaction Security referred to in paragraph (a) above shall have no effect and the obligations of the Guarantor and the Transaction Security created or intended to be created by or over that Guarantor and its Subsidiaries shall continue in such force and effect as if that release had not been effected.
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SECTION 10
THE FINANCE PARTIES
34. ROLE OF THE AGENT
34.1 Appointment of the Agent
(a) Each of the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents. The provisions of this Section 10 are solely for the benefit of the Agent and the Lenders, and no Obligor shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Finance Documents (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
(b) Each of the Lenders authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.
34.2 Duties of the Agent
(a) Subject to paragraph (b) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(b) Without prejudice to Clause 31.7 (Copy of Transfer Certificate or Assignment Agreement to Company), paragraph (a) above shall not apply to any Transfer Certificate or any Assignment Agreement.
(c) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(d) If the Agent receives written notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(e) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party under this Agreement it shall promptly notify the other Finance Parties.
(f) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.
(g) The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Finance Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers
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by or through their respective Representatives. The exculpatory provisions of this Section 10 shall apply to any such sub-agent and to the Representatives of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the Facility provided for herein as well as activities as Agent. The Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that the Agent acted with gross negligence or wilful misconduct in the selection of such sub-agents.
34.3 No fiduciary duties
(a) Nothing in this Agreement constitutes the Agent as a trustee or fiduciary of any other person.
(b) The Agent shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.
34.4 Business with the Group
The Agent may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking or other business with any member of the Group.
34.5 Rights and discretions
(a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorized, and shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with this Agreement or any other Finance Document, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, or (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Finance Document; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received written notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 30.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised;
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(iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors;
(iv) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(v) unless it has received notice of revocation, that those instructions have not been revoked.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, the Agent is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (c) above or paragraph (h) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
(h) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(i) Notwithstanding any provision of any Finance Document to the contrary, the Agent (acting in such role) is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
34.6 Instructions
(a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by: (A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender
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decision; (B) Lenders comprising 80 per cent. of the Total Commitments if the relevant Finance Document stipulates the matter is a decision of the Lenders comprising 80 per cent. of the Total Commitments; and (C) in all other cases, the Majority Lenders and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with paragraph (i) above.
(b) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all the Finance Parties other than the Security Trustee.
(d) The Agent may refrain from acting in accordance with the instructions of any Lender or group of Lenders until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.
(e) In the absence of instructions from the required Lender or group of Lenders, the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
(g) The Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Finance Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any insolvency or similar proceedings.
34.7 Responsibility for documentation
The Agent:
(a) is not responsible or liable for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, an Obligor or any other person given in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement,
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arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;
(b) is not responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document or the Transaction Security; or
(c) is not responsible for any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.
34.8 No duty to monitor
The Agent shall not be bound to enquire:
(a) whether or not any Default has occurred;
(b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or
(c) whether any other event specified in any Finance Document has occurred.
34.9 Exclusion of liability
(a) Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e) of Clause 37.10 (Disruption to Payment Systems etc.)), the Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security; or
(iii) without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
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(B) the general risks of investment in, or the holding of assets in, any jurisdiction,
including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Transaction Document and any officer, employee or agent of the Agent may rely on this paragraph subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Agent to carry out any “know your customer”, USA PATRIOT Act or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent.
(e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent’s liability, any liability of the Agent arising under or in connection with any Finance Document or the Transaction Security shall be limited to the amount of actual loss suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.
34.10 Lenders’ indemnity to the Agent
Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of
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demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 37.10 (Disruption to Payment Systems etc.) notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).
34.11 Resignation of the Agent
(a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the Company.
(b) Alternatively the Agent may resign by giving notice to the Lenders and the Company, in which case the Majority Lenders (after, to the extent reasonably practicable, consultation with the Company for no more than 5 Business Days) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 34 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with the current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
(f) The Agent’s resignation notice shall only take effect upon the appointment of a successor.
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of this Clause 34. Any successor and each of the other Parties shall have the
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same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) After, to the extent reasonably practicable, consultation with the Company for not more than 5 Business Days, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (e) above shall be for the account of the Company.
(i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under Clause 20.10 (FATCA Information) and the Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii) the information supplied by the Agent pursuant to Clause 20.10 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii) the Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,
and (in each case) the Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company or that Lender, by notice to the Agent, requires it to resign.
34.12 Replacement of the Agent
(a) After consultation with the Company, the Majority Lenders may, by giving 30 days’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders), replace the Agent by appointing a successor Agent (acting through an office in the United Kingdom).
(b) The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
(c) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this
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date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of this Clause 34 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).
(d) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
34.13 Confidentiality
(a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.
(b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.
(c) Notwithstanding any other provision of any Finance Document to the contrary, the Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.
34.14 Relationship with the Lenders
(a) Subject to Clause 31.9 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:
(i) entitled to or liable for any payment due under any Finance Document on that day; and
(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,
unless it has received not less than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.
(b) Each Lender shall supply the Agent with any information that the Security Trustee may reasonably specify (through the Agent) as being necessary or desirable to enable the Security Trustee to perform its functions as Security Trustee. Each Lender shall deal with the Security Trustee exclusively through the Agent and shall not deal directly with the Security Trustee.
(c) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall
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contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 39.5 (Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes of Clause 39.2 (Addresses) and paragraph (a)(iii) of Clause 39.5 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.
34.15 Credit appraisal by the Lenders
Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:
(a) the financial condition, status and nature of each member of the Group;
(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;
(c) whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security or the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;
(d) the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
(e) the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.
34.16 Agent’s management time
Any amount payable to the Agent under Clause 22.3 (Indemnity to the Agent), Clause 24 (Costs and expenses) and Clause 34.10 (Lenders’ indemnity to the Agent) shall include the cost of utilising the Agent’s management time or other resources and
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will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Company and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 19 (Fees).
34.17 Deduction from amounts payable by the Agent
If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.
34.18 Reliance and engagement letters
Each Finance Party confirms that the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Agent) any reports or letters provided by accountants in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.
34.19 Register
(a) The Agent, on behalf of each Borrower, shall maintain a register (the “Register”) for the registration and transfer of the Loans, and shall enter the names and addresses of the registered holders of the Loans, the transfers, of the Loan and the names and addresses of the transferees (including all assignees, successors and participants) of the Loans.
(b) Each Borrower shall be provided reasonable opportunities to inspect the Register from time to time.
(c) Each Borrower shall treat any registered holder as the absolute owner of any Loans held by such holder, as indicated in the Register (absent manifest error), for the purpose of receiving payment of all amounts payable with respect to such Loans and for all other purposes.
(d) The Loans are registered obligations and the right, title and interest of any Lender and its assignees in and to such Loans, shall be transferable only upon notation of such transfer in the Register.
(e) Solely for the purposes of this Clause 34.19 the Agent shall be the Borrowers’ agent for purposes of maintaining the Register.
(f) This Clause 34.19 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any other relevant or successor provisions of the Code or such regulations).
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34.20 Role of Base Reference Banks and Alternative Reference Banks
(a) No Base Reference Bank or Alternative Reference Bank is under any obligation to provide a quotation or any other information to the Agent.
(b) No Base Reference Bank or Alternative Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.
(c) No Party (other than the relevant Base Reference Bank or Alternative Reference Bank) may take any proceedings against any officer, employee or agent of any Base Reference Bank or Alternative Reference Bank in respect of any claim it might have against that Base Reference Bank or Alternative Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Base Reference Bank or Alternative Reference Bank may rely on this Clause 34.20 subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
34.21 Third party Base Reference Banks and Alternative Reference Banks
A Base Reference Bank or Alternative Reference Bank which is not a Party may rely on Clause 34.20 (Role of Base Reference Banks and Alternative Reference Banks) and Clause 45 (Confidentiality of Funding Rates and Reference Bank Quotations) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
35. CONDUCT OF BUSINESS BY THE FINANCE PARTIES
No provision of this Agreement will:
(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
36. SHARING AMONG THE FINANCE PARTIES
36.1 Payments to Finance Parties
Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 37 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then:
(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery to the Agent;
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(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 37 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and
(c) the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 37.5 (Partial payments).
36.2 Redistribution of payments
The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 37.5 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.
36.3 Recovering Finance Party’s rights
On a distribution by the Agent under Clause 36.2 (Redistribution of payments), of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.
36.4 Reversal of redistribution
If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:
(a) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the “Redistributed Amount”); and
(b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.
36.5 Exceptions
(a) This Clause 36 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.
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(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:
(i) it notified the other Finance Party of the legal or arbitration proceedings; and
(ii) the other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.
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SECTION 11
ADMINISTRATION
37. PAYMENT MECHANICS
37.1 Payments to the Agent
(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
(b) Payment shall be made to such account in the principal financial centre of the country of that currency pursuant to the wiring instructions listed in Schedule 4 or such substitute wiring instructions as the Agent may notify the relevant Obligor by not less than 5 Business Days’ notice.
37.2 Distributions by the Agent
Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 37.3 (Distributions to an Obligor) and Clause 37.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank in the principal financial centre of the country of that currency.
37.3 Distributions to an Obligor
The Agent may (with the consent of the Obligor or in accordance with Clause 38 (Set- Off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.
37.4 Clawback
(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.
(b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.
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37.5 Impaired Agent
(a) If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 37.1 (Payments to the Agent) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents.
(b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.
(c) A Party which has made a payment in accordance with this Clause 37.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.
(d) Promptly upon the appointment of a successor Agent in accordance with Clause 34.12 (Replacement of the Agent), each Party which has made a payment to a trust account in accordance with this Clause 37.5 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance with Clause 37.2 (Distributions by the Agent).
37.6 Partial payments
(a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:
(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent;
(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents;
(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents; and
(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.
(b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.
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(c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.
37.7 Set-off by Obligors
All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of, and without condition or any deduction for) set-off, counterclaim, defense or recoupment.
37.8 Business Days
(a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.
37.9 Currency of account
(a) Subject to paragraphs (b) to (e) below, the applicable Base Currency is the currency of account and payment for any sum due from an Obligor under any Finance Document.
(b) A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the currency in which that Utilisation or Unpaid Sum is denominated on its due date.
(c) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.
(d) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
(e) Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.
37.10 Change of currency
(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:
(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Company); and
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(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).
(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.
37.11 Disruption to Payment Systems etc.
If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 43 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 37.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
38. SET-OFF
Whilst an Event of Default is continuing, a Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the
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Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
39. NOTICES
39.1 Communications in writing
Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by electronic mail, fax or letter.
39.2 Addresses
The address, email address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:
(a) in the case of the Company, a Borrower or any Guarantor, that identified with its name below;
(b) in the case of each Lender or any other Obligor, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and
(c) in the case of the Agent, that identified with its name below,
or any substitute address, email address, fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice.
39.3 Delivery
(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:
(i) if by way of fax, when received in legible form; or
(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,
and, if a particular department or officer is specified as part of its address details provided under Clause 39.2 (Addresses), if addressed to that department or officer.
(b) Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose).
(c) All notices from or to an Obligor shall be sent through the Agent.
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(d) Any communication or document made or delivered to the Company in accordance with this Clause 39.3 will be deemed to have been made or delivered to each of the Obligors.
39.4 Notification of address and fax number
Promptly upon receipt of notification of an address, email address or fax number or change of address, email address or fax number pursuant to Clause 39.2 (Addresses) or changing its own address, email address or fax number, the Agent shall notify the other Parties.
39.5 Electronic communication
(a) Any communication to be made between the Agent and a Lender or Obligor under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent and the relevant Lender or Obligor:
(i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;
(ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and
(iii) notify each other of any change to their address or any other such information supplied by them.
(b) Any electronic communication made between the Agent and a Lender or an Obligor will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender or an Obligor to the Agent and/or any member of the Restricted Group only if it is addressed in such a manner as the Agent shall specify for this purpose.
39.6 Communication when Agent is Impaired Agent
If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.
39.7 Use of websites
(a) The Company may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Company and the Agent (the “Designated Website”) if:
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(i) the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;
(ii) both the Company and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and
(iii) the information is in a format previously agreed between the Company and the Agent.
If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Agent shall notify the Company accordingly and the Company shall, at its own cost, supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Company shall, at its own cost, supply the Agent with at least one copy in paper form of any information required to be provided by it.
(b) The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Company and the Agent.
(c) The Company shall promptly upon becoming aware of its occurrence notify the Agent if:
(i) the Designated Website cannot be accessed due to technical failure;
(ii) the password specifications for the Designated Website change;
(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;
(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or
(v) the Company becomes aware that the Designated Website or any
information posted onto the Designated Website is or has been infected by any electronic virus or similar software.
If the Company notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Company under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.
(d) Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Company shall at its own cost comply with any such request within 10 Business Days.
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39.8 English language
(a) Any notice given under or in connection with any Finance Document must be in English.
(b) All other documents provided under or in connection with any Finance Document must be:
(i) in English; or
(ii) if not in English, and if so required by the Agent, (acting reasonably), accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.
40. CALCULATIONS AND CERTIFICATES
40.1 Accounts
In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.
40.2 Certificates and determinations
Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
40.3 Day count convention
Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.
40.4 Personal Liability
If an individual signs a certificate on behalf of any member of the Group and the certificates proves to be incorrect, the individual will incur no personal liability as a result, unless the individual acted fraudulently or with gross negligence in giving the certificate. In this case any liability of the individual will be determined in accordance with applicable law.
41. PARTIAL INVALIDITY
If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
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42. REMEDIES AND WAIVERS
No failure to exercise, nor any delay in exercising, on the part of any Finance Party or Secured Party, any right or remedy under the Finance Documents shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
43. AMENDMENTS AND WAIVERS
43.1 Intercreditor Agreement
This Clause 43 is subject to the terms of the Intercreditor Agreement.
43.2 Required consents
(a) Subject to Clause 43.3 (Exceptions) any term of the Finance Documents (other than the Mandate Letter) may be amended or waived only with the consent of the Majority Lenders and the Company and any such amendment or waiver will be binding on all Parties.
(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 43.
(c) Each Obligor agrees to any such amendment or waiver permitted by this Clause 43 which is agreed to by the Company. This includes any amendment or waiver which would, but for this paragraph (c), require the consent of all of the Guarantors.
43.3 Exceptions
(a) An amendment or waiver that has the effect of changing or which relates to:
(i) the definitions of “Majority Lenders” and “Super Majority Lenders” in Clause 1.1 (Definitions);
(ii) an extension to the date of scheduled payment of any amount under the Finance Documents;
(iii) an extension of the Availability Period;
(iv) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable (other than as a result of the application of the Margin ratchet);
(v) a change in currency of payment of any amount under the Finance Documents;
(vi) an increase in or an extension of any Commitment or Total Commitments;
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(vii) a change to the Borrowers or Guarantors other than in accordance with Clause 33 (Changes to the Obligors);
(viii) any provision which expressly requires the consent of all the Lenders;
(ix) Clause 2.2 (Finance Parties’ rights and obligations), Clause 29.13 (Amendments), Clause 31 (Changes to the Lenders), Clause 36 (Sharing among the Finance Parties) or this Clause 43; or
(x) subject to the terms of the Intercreditor Agreement, any amendment to the order of priority or subordination under the Intercreditor Agreement or the manner in which the proceeds of enforcement of the Transaction Security are distributed;
shall not be made without the prior consent of all the Lenders.
(b) An amendment or waiver which relates to the rights or obligations of the Agent or, a Base Reference Bank or an Alternative Reference Bank (each in their capacity as such) may not be effected without the consent of the Agent, Base Reference Bank (to the extent there is any) or Alternative Reference Bank (to the extent there is any), as the case may be.
(c) Any amendment or waiver that has the effect of changing or that relates to:
(i) subject to the terms of the Intercreditor Agreement, the nature or scope of the Charged Property (except insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);
(ii) the nature or scope of or release of any guarantee and indemnity granted under Clause 25 (Guarantee and indemnity) or, subject to the terms of the Intercreditor Agreement, of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document; or
(iii) any provision which expressly requires the consent of the Super Majority Lenders (save for this Clause 43);
may only be made with the consent of the Super Majority Lenders.
(d) Any amendment or waiver that has the effect of changing or that relates to a change to Clause 14 (Mandatory prepayments) (including, subject to compliance by the Lenders and the Agent with any “know your client” or other requirements, the definition of “Change of Control”) may only be made with the consent of a Lender or Lenders whose Commitments aggregate more than 80 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 80 per cent. of the Total Commitments immediately prior to that reduction).
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(e) If a Lender does not accept or reject a request for consent within 15 Business Days (unless the Company and the Agent agree to a longer time period in relation to any request) of that request being made and Lenders whose Commitments aggregate more than 50 per cent. of the Total Commitments have given their consent, its Commitment shall not be included for the purpose of calculating the Total Commitments or participations under the Facility when ascertaining whether the requisite level of Total Commitments has been obtained to approve that request.
43.4 Replacement of Screen Rate
Subject to Clause 43.3(b) (Exceptions), if a Screen Rate Replacement Event has occurred in relation to any Screen Rate for a currency which can be selected for a Loan, any amendment or waiver which relates to:
(a) providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate; and
(b)
(i) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(ii) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(iii) implementing market conventions applicable to that Replacement Benchmark;
(iv) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(v) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),
may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Company.
43.5 Replacement or repayment of Lender
(a) If at any time while there are at least two Lenders:
(i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below);
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(ii) an Obligor becomes obliged to repay any amount in accordance with Clause 13.1 (Illegality) or to pay additional amounts pursuant to Clause 21.1 (Increased Costs) or Clause 20.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally; or
(iii) any Lender that invokes Clause 18.3 (Market Disruption),
then the Company may, on 10 Business Days’ prior written notice to the Agent and such Lender, prepay or replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 31 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(b) The replacement or prepayment of a Lender pursuant to this Clause shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Trustee;
(ii) neither the Agent nor the Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) in the event of a replacement or prepayment of a Non-Consenting Lender such replacement must take place no later than 20 Business Days after the date the Non-Consenting Lender notifies the Company and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Company;
(iv) in the event of a replacement of a Non-Consenting Lender immediately following the transfer of a transferring Lender’s participations to the Replacement Lender, unanimous consent to the request for consent, waiver or amendment will be obtained; and
(v) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.
(c) In the event that:
141
(i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents;
(ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and
(iii) Lenders whose Commitments aggregate more than 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment,
then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender” on the date falling 10 Business Days after the date on which such consent, waiver or amendment was requested.
44. CONFIDENTIALITY
44.1 Confidential Information
Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 44.2 (Disclosure of Confidential Information) and Clause 44.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
44.2 Disclosure of Confidential Information
Any Finance Party may disclose:
(a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
(b) to any person:
(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;
(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or
142
any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;
(iii) appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 34.14 (Relationship with the Lenders));
(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;
(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
(vi) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 31.8 (Security over Lenders’ rights);
(vii) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;
(viii) who is a Party; or
(ix) with the consent of the Company;
in each case, such Confidential Information as that Finance Party shall consider appropriate if:
(A) in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
(B) in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of
143
such Confidential Information may be price-sensitive information;
(C) in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party (acting reasonably), it is not practicable so to do in the circumstances;
(c) to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii)above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Company and the relevant Finance Party;
(d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information; and
(e) the size and term of the Facility and the name of each of the Obligors to any investor or a potential investor in a securitisation (or similar transaction of broadly equivalent economic effect) of that Lender’s rights or obligations under the Finance Documents.
44.3 Disclosure to numbering service providers
(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information:
(i) names of Obligors;
(ii) country of domicile of Obligors;
(iii) place of incorporation of Obligors;
(iv) date of this Agreement;
(v) the names of the Agent;
144
(vi) date of each amendment and restatement of this Agreement;
(vii) amount of Total Commitments;
(viii) currencies of the Facility;
(ix) type of Facility;
(x) ranking of Facility;
(xi) Termination Date for Facility;
(xii) changes to any of the information previously supplied pursuant to paragraphs (i) to (xi) above; and
(xiii) such other information agreed between such Finance Party and the Company,
to enable such numbering service provider to provide its usual syndicated loan numbering identification services.
(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.
(c) Each Obligor represents that none of the information set out in paragraphs (i) to (xiii) of paragraph (a) above is, nor will at any time be, unpublished price sensitive information.
(d) The Agent shall notify the Company and the other Finance Parties of:
(i) the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facility and/or one or more Obligors; and
(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Obligors by such numbering service provider.
44.4 Entire agreement
This Clause 44 (Confidentiality) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.
44.5 Inside information
Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such
145
information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.
44.6 Notification of disclosure
Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Company:
(a) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 44.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 44 (Confidentiality).
44.7 Continuing obligations
The obligations in this Clause 44 (Confidentiality) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the earlier of:
(a) the date on which all amounts payable by the Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and
(b) the date on which such Finance Party otherwise ceases to be a Finance Party.
146
45. CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS
45.1 Confidentiality and Disclosure
(a) The Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b) The Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to a Borrower (or the Company) pursuant to Clause 16.4 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or Base Reference Bank or Alternative Reference Bank, as the case may be.
(c) The Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this subparagraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
147
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iv) any person with the consent of the relevant Lender or Base Reference Bank or Alternative Reference Bank, as the case may be.
(d) The Agent’s obligations in this Clause 45.1 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 16.4 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
45.2 Related Obligations
(a) The Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) is or may be price- sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Agent, any Reference Bank Quotation for any unlawful purpose.
(b) The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Base Reference Bank or Alternative Reference Bank, as the case may be:
(i) of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 45.1 (Confidentiality and Disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(ii) upon becoming aware that any information has been disclosed in breach of this Clause 45.2.
45.3 No Event of Default
No Event of Default will occur under Clause 30.3 (Other obligations) by reason only of a member of the Group’ failure to comply with this Clause 45.
46. COUNTERPARTS
Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.
148
SECTION 12
GOVERNING LAW AND ENFORCEMENT
47. GOVERNING LAW
(a) Subject to paragraph (b) below, this Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
(b) Schedule 17 (Restrictive Covenants) of this Agreement and any non- contractual obligations arising out of or in connection with it are governed by the laws of the State of New York.
48. ENFORCEMENT
48.1 Jurisdiction of English courts
(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or the consequences of its nullity) or any non-contractual obligations arising out of or in connection with this Agreement (a “Dispute”).
(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.
48.2 Contractual recognition of bail-in
Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(a) any Bail-In Action in relation to any such liability, including (without limitation):
(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
(iii) a cancellation of any such liability; and
(b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
149
49. USA PATRIOT ACT
Each Finance Party that is subject to the requirements of the USA PATRIOT Act hereby notifies each Obligor that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Obligors, which information includes the name and address of the Obligors and other information that will allow such Finance Party to identify the Obligors in accordance with the USA PATRIOT Act. Each Obligor agrees that it will provide each Finance Party with such information as it may request in order for such Finance Party to satisfy the requirements of the USA PATRIOT Act.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
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SCHEDULE 1
THE ORIGINAL PARTIES
PART 1
THE ORIGINAL OBLIGORS
|
Name of Borrower
|
|
Place of Incorporation
|
|
Registration Number
(or equivalent, if any)
|
|
Manchester United Football Club Limited
|
|
England & Wales
|
|
00095489
|
|
Name of Original Guarantor
|
|
Place of Incorporation
|
|
Registration Number
(or equivalent, if any)
|
|
Red Football Limited
|
|
England & Wales
|
|
5370076
|
|
Manchester United Limited
|
|
England & Wales
|
|
2570509
|
|
Red Football Junior Limited
|
|
England & Wales
|
|
5370078
|
|
Manchester United Football Club Limited
|
|
England & Wales
|
|
00095489
|
|
MU Finance Limited (formerly known as MU Finance plc)
|
|
England & Wales
|
|
07088267
|
151
PART II
THE LENDERS
|
Name of Lender
|
|
Total Facility
Commitment as of the
Fourth Amendment
Effective Date ($)
|
|
Bank of America Merrill Lynch International Designated Activity Company (formerly known as Bank of America Merrill Lynch International Limited)
|
|
$
|
225,000,000
|
|
Total
|
|
$
|
225,000,000
|
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SCHEDULE 2
CONDITIONS PRECEDENT
PART I
CONDITIONS PRECEDENT TO INITIAL UTILISATION
1. Obligors
(a) A copy of the Constitutional Documents and of the constitutional documents of each Original Obligor.
(b) A copy of a resolution of the board of directors (or, if applicable, a committee of the board) of each Original Obligor:
(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party;
(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and
(iv) in the case of an Obligor other than the Company, authorising the Company to act as its agent in connection with the Finance Documents.
(c) If applicable, a copy of a resolution of the board of directors of the Original Obligor, establishing the committee referred to in paragraph (b) above.
(d) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents.
(e) A copy of a resolution signed by all the holders of the issued shares in each Original Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Original Guarantor is a party.
(f) A copy of a resolution of the board of directors of each corporate shareholder of each Original Guarantor approving the terms of the resolution referred to in paragraph (e) above.
(g) A certificate of an authorised signatory of the Company confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on any Original Obligor to be exceeded.
(h) A certificate of an authorised signatory of the Company and each Original Obligor certifying that each copy document relating to it specified in this Part
153
I of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.
2. Transaction Documents
(a) A certified copy of the Existing RCF Facilities Agreement as in effect on the Closing Date.
(b) A certified copy of the Existing Note Indenture as in effect on the Closing Date.
(c) A certified copy of the Senior Note Guarantee as in effect on the Closing Date.
(d) A certified copy of each Transaction Security Document as in effect on the Closing Date.
(e) A certified copy of the Intercreditor Agreement executed by the members of the Group party to that Agreement as in effect on the Closing Date.
(f) A certified copy of each Specified Contract as in effect on the Closing Date.
3. Finance Documents
(a) This Agreement executed by the members of the Group party to this Agreement.
(b) The Fee Letter executed by the Company.
(c) The Creditor Intercreditor Accession Undertaking duly executed by all parties or such other document required to enable the Lenders to become party to the Intercreditor Agreement as a Pari Passu Creditor.
4. Legal opinions
The following legal opinions, each addressed to the Agent and the Original Lender:
(a) a legal opinion of McGuireWoods London LLP, legal advisers to the Agent and the Original Lender as to English law substantially in the form distributed to the Original Lender prior to signing this Agreement; and
(b) a legal opinion of McGuireWoods LLP as to New York law substantially in the form distributed to the Original Lender prior to signing this Agreement.
5. Other documents and evidence
(a) The Funds Flow Statement.
(b) The Group Structure Chart.
(c) The Champions League Adjustment Spreadsheet.
(d) The Base Case Model.
154
(e) A copy of the Original Financial Statements (if any) of each Obligor.
(f) A Certificate of an authorised signatory of the Company addressed to the Finance Parties confirming which companies within the Restricted Group are Material Companies and that (i) the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA), the aggregate gross assets and the aggregate turnover of the Original Guarantors (in each case calculated on an unconsolidated basis and excluding all intra-Restricted Group items) exceeds 90 per cent. of the Consolidated EBITDA, the consolidated gross assets and consolidated turnover of all the members of the Restricted Group (ii) or that the conditions set out in paragraph (c) of Clause 29.14 (Guarantors) are met.
(g) “know your customer” information in respect of the Original Obligors.
(h) Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 19 (Fees), and Clause 24 (Costs and expenses) have been paid or will be paid by the Closing Date.
(i) A copy of each document required for the redemption of the Redemption Notes, including without limitation the Officers’ Certificate (as defined in the Existing Note Indenture) and the notice of redemption.
(j) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.
155
PART II
CONDITIONS PRECEDENT REQUIRED TO BE
DELIVERED BY AN ADDITIONAL OBLIGOR
1. An Accession Deed executed by the Additional Obligor and the Company.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a resolution of the board or, if applicable, a committee of the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is a party;
(b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf;
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and
(d) authorising the Company to act as its agent in connection with the Finance Documents.
4. If applicable, a copy of a resolution of the board of directors of the Additional Obligor, establishing the committee referred to in paragraph 3 above.
5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.
6. A copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party.
7. A copy of a resolution of the board of directors of each corporate shareholder of each Additional Obligor approving the terms of the resolution referred to in paragraph 6 above.
8. A certificate of an Authorised Signatory of the Additional Obligor confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.
9. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed.
156
10. A copy of any other authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.
11. If available, the latest audited financial statements of the Additional Obligor.
12. The following legal opinions, each addressed to the Agent, the Security Trustee and the Lenders:
(a) A legal opinion of the legal advisers to the Agent in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed.
(b) If the Additional Obligor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 26.29 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Agent in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the “Applicable Jurisdiction”) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed.
13. Any security documents which are required by the Agent to be executed by the proposed Additional Obligor.
14. Any notices or documents required to be given or executed under the terms of those security documents.
15. If the Additional Obligor is incorporated in England and Wales, Scotland or Northern Ireland evidence that the Additional Obligor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies Act 2006 in order to enable that Additional Obligor to enter into the Finance Documents and perform its obligations under the Finance Documents.
157
SCHEDULE 3
REQUESTS
PART I
UTILISATION REQUEST
|
From:
|
[Borrower] [Company]*
|
|
|
|
|
To:
|
Bank of America Merrill Lynch International Designated Activity Company
|
|
|
as Agent
|
|
|
Adi Khambata/Kevin Gubb
|
|
|
Loan Services
|
|
|
26 Elmfield Road
|
|
|
Bromley, BR1 1QA
|
|
|
United Kingdom
|
|
|
44 208 695 3389 (telephone)
|
|
|
44 208 313 2149 (fax)
|
|
|
Adi.khambata@baml.com
|
|
|
Kevin.d.gubb@baml.com
|
|
|
emealoanoperations@baml.com
|
|
|
|
|
Dated:
|
|
Red Football Limited / Manchester United Football Club Limited — $225,000,000
Facility Agreement
dated 20 May 2013 (as amended, the “Agreement”)
Dear Sirs:
1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms:
|
(a)
|
Borrower:
|
[·]
|
|
|
|
|
|
(b)
|
Proposed Utilisation Date:
|
[·] (or, if that is not a Business Day, the next Business Day)
|
|
|
|
|
|
(c)
|
Currency of Loan:
|
U.S. Dollars
|
|
|
|
|
|
(d)
|
Amount:
|
$[·](1)
|
|
|
|
|
|
(e)
|
Interest Period:
|
[·]
|
|
|
|
|
3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.
(1) Aggregate amount drawn by the Borrower must be equal to the Available Facility.
158
4. [The proceeds of this Loan should be credited to [account]].
5. This Utilisation Request is irrevocable.
|
|
Yours faithfully
|
|
|
|
|
|
|
|
|
|
|
|
authorised signatory for
[the Company on behalf of] [insert name of Borrower]*
|
|
NOTES:
* Amend as appropriate. The Utilisation Request can be given by a Borrower or by the Company.
159
PART II
SELECTION NOTICE
|
From:
|
[Borrower] [Company]*
|
|
|
|
|
To:
|
Bank of America Merrill Lynch International Designated Activity Company
|
|
|
as Agent
|
|
|
Adi Khambata/Kevin Gubb
|
|
|
Loan Services
|
|
|
26 Elmfield Road
|
|
|
Bromley, BR1 1QA
|
|
|
United Kingdom
|
|
|
44 208 695 3389 (telephone)
|
|
|
44 208 313 2149 (fax)
|
|
|
Adi.khambata@baml.com
|
|
|
Kevin.d.gubb@baml.com
|
|
|
emealoanoperations@baml.com
|
|
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Dated:
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Red Football Limited / Manchester United Football Club Limited — $225,000,000
Facility Agreement
dated 20 May 2013 (as amended, the “Agreement”)
Dear Sirs:
1. We refer to the Agreement. This is a Section Notice. Terms defined in the Agreement have the same meaning in the Selection Notice unless given a different meaning in this Selection Notice.
2. We refer to the following Loan in [identify currency] with an Interest Period ending on [ ].
3. We request that the next Interest Period for the above Loan is [ ].
4. We request that the above Loan is denominated in the same currency for the next Interest Period.
5. This Selection Notice is irrevocable.
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Yours faithfully
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authorised signatory for
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[the Company on behalf of] [name of Borrower]
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160
SCHEDULE 4
WIRING INFORMATION
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SCHEDULE 5
FORM OF TRANSFER CERTIFICATE
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To:
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Bank of America Merrill Lynch International Designated Activity Company as Agent and [·] as Security Trustee
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From:
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[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)
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Dated:
Red Football Limited / Manchester United Football Club Limited — $225,000,000
Facility Agreement
dated 20 May 2013 (as amended, the “Facility Agreement”)
1. We refer to the Facility Agreement and to the Intercreditor Agreement (as defined in the Facility Agreement). This agreement (as amended, the “Agreement”) shall take effect as a Transfer Certificate for the purpose of the Facility Agreement and as a Creditor/Creditor Representative Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.
2. We refer to Clause 31.5 (Procedure for transfer) of the Facility Agreement:
(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 31.5 (Procedure for transfer) of the Facility Agreement.
(b) The proposed Transfer Date is [·].
(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 39.2 (Addresses) of the Facility Agreement are set out in the Schedule.
3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 31.4 (Limitation of responsibility of Existing Lenders) of the Facility Agreement.
4. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:
(a) [a Qualifying Lender other than a UK Treaty Lender;]
(b) [a UK Treaty Lender;]
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(c) [not a Qualifying Lender];*
and that it is also
(d) a U.S. Qualifying Lender.
5. [The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:
(a) a company resident in the United Kingdom for United Kingdom tax purposes;
(b) a partnership each member of which is:
(i) a company so resident in the United Kingdom; or
(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or
(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that Company.]
[5./6.] [The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [ ]) and is tax resident in [ ] (2), so that interest payable to it by each Borrower is generally subject to full exemption from UK withholding tax, and requests that the Company notify each Borrower that it wishes that scheme to apply to the Agreement.](3)
[6./7.] [We refer to Clause [19.5] (Change of RCF Lender) of the Intercreditor Agreement.
In consideration of the New Lender being accepted as a [Pari Passu] Creditor for the purposes of the Intercreditor Agreement (and as defined therein), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Agreement as a [Pari Passu] Creditor, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a [Pari Passu] Creditor and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.]
* Delete as applicable - each New Lender is required to confirm which of these three categories it falls within, and also that it is a US Qualifying Lender.
(2) Insert jurisdiction of tax residence.
(3) Include if New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Agreement.
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[7./8.] This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
[8./9.] This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
[9./10.] This Agreement has been entered into on the date stated at the beginning of this Agreement.
Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.
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THE SCHEDULE
Commitment/rights and obligations to be transferred
[insert relevant details]
[Facility Office address, fax number and attention details for notices and account details for payments]
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[Existing Lender]
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[New Lender]
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By:
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By:
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This Agreement is accepted as a Transfer Certificate for the purposes of the Facility Agreement by the Agent, and as a Creditor/Creditor Representative Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Trustee, and the Transfer Date is confirmed as [•].
Bank of America Merrill Lynch International Designated Activity Company, as Agent
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By:
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[Security Trustee]
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By:
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165
SCHEDULE 6
FORM OF ASSIGNMENT AGREEMENT
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To:
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Bank of America Merrill Lynch International Designated Activity Company as Agent, [·] as Security Trustee and Red Football Limited as Company for and on behalf of each Obligor
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From:
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[the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)
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Dated:
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Red Football Limited / Manchester United Football Club Limited—$225,000,000
Facility Agreement
dated 20 May 2013 (as amended, the “Facility Agreement”)
1. We refer to the Facility Agreement and to the Intercreditor Agreement (as defined in the Facility Agreement). This is an Assignment Agreement. This agreement (as amended, the “Agreement”) shall take effect as an Assignment Agreement for the purpose of the Facility Agreement and as a Creditor/Creditor Representative Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.
2. We refer to Clause 31.6 (Procedure for assignment) of the Facility Agreement:
(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facility Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender’s Commitments and participations in Utilisations under the Facility Agreement as specified in the Schedule.
(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitments and participations in Utilisations under the Facility Agreement specified in the Schedule.
(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.
3. The proposed Transfer Date is [·].
4. On the Transfer Date the New Lender becomes:
(a) party to the relevant Finance Documents (other than the Intercreditor Agreement) as a Lender; and
(b) party to the Intercreditor Agreement as a [Pari Passu] Creditor.
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5. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 39.2 (Addresses) of the Facility Agreement are set out in the Schedule.
6. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 31.4 (Limitation of responsibility of Existing Lenders) of the Facility Agreement.
7. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:
(a) [a Qualifying Lender falling within paragraph (i)(A) [or paragraph (ii)] of the definition of Qualifying Lender;]
(b) [a UK Treaty Lender;]
(c) [not a Qualifying Lender];
and that it is also
(d) a U.S. Qualifying Lender.
8. [The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:
(a) a company resident in the United Kingdom for United Kingdom tax purposes;
(b) a partnership each member of which is:
(i) a company so resident in the United Kingdom; or
(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or
(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.]
[8./9.] [The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [ ]) and is tax resident in [ ](4), so that interest payable to it by each Borrower is generally subject to full exemption from UK withholding tax, and requests that the Company notify each Borrower that it wishes that scheme to apply to the Agreement.]
(4) Insert jurisdiction of tax residence.
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[9./10.] [We refer to Clause [19.5] (Change of RCF Lender) of the Intercreditor Agreement.
In consideration of the New Lender being accepted as a [Pari Passu] Creditor for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Agreement as a [Pari Passu] Creditor, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a [Pari Passu] Creditor and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.]
[10./11.] This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 31.7 (Copy of Transfer Certificate or Assignment Agreement to Company), to the Company (on behalf of each Obligor) of the assignment referred to in this Agreement.
[11./12.] This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
[12./13.] This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
[13./14.] This Agreement has been entered into on the date stated at the beginning of this Agreement.
Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.
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THE SCHEDULE
Commitment/rights and obligations to be transferred by assignment,
release and accession
[insert relevant details]
[Facility office address, fax number and attention details for notices and account details for payments]
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[Existing Lender]
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[New Lender]
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By:
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By:
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This Agreement is accepted as an Assignment Agreement for the purposes of the Facility Agreement by the Agent, and as a Creditor/Creditor Representative Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Trustee, and the Transfer Date is confirmed as [·].
Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to in this Agreement, which notice the Agent receives on behalf of each Finance Party.
Bank of America Merrill Lynch International Designated Activity Company, as Agent
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By:
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[Security Trustee]
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By:
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169
SCHEDULE 7
FORM OF ACCESSION DEED
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To:
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Bank of America Merrill Lynch International Designated Activity Company as Agent and [·] as Security Trustee for itself and each of the other parties to the Intercreditor Agreement referred to below
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From:
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[Restricted Subsidiary] and Red Football Limited
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Dated:
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Dear Sirs:
Red Football Limited / Manchester United Football Club Limited—$225,000,000
Facility Agreement
dated 20 May 2013 (as amended, the “Facility Agreement”)
1. We refer to the Facility Agreement and to the Intercreditor Agreement. This deed (the “Accession Deed”) shall take effect as an Accession Deed for the purposes of the Facility Agreement and as a Debtor Accession Deed for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in paragraphs 1 to 3 of this Accession Deed unless given a different meaning in this Accession Deed.
2. [Restricted Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the terms of the Facility Agreement and the other Finance Documents (other than the Intercreditor Agreement) as an Additional [Borrower]/[Guarantor] pursuant to [Clause 33.2 (Additional Borrowers)]I[Clause 33.4 (Additional Guarantors)] of the Facility Agreement. [Restricted Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction] and is a limited liability company and registered number [ ].
3. [The Company confirms that no Event of Default is continuing or would occur as a result of [Subsidiary] becoming an Additional Borrower.](5)
4. [Restricted Subsidiary’s] administrative details for the purposes of the Facility Agreement and the Intercreditor Agreement are as follows:
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Address:
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Fax No.:
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Attention:
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(5) Include in the case of an Additional Borrower.
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5. [Restricted Subsidiary] (for the purposes of this paragraph 5, the “Acceding Debtor”) intends to [incur Liabilities under the following documents]/[give a guarantee, indemnity or other assurance against loss in respect of Liabilities under the following documents]:
[Insert details (date, parties and description) of relevant documents] the “Relevant Documents”.
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IT IS AGREED as follows:
(a) Terms defined in the Intercreditor Agreement shall, unless otherwise defined in this Accession Deed, bear the same meaning when used in this paragraph 5.
(b) The Acceding Debtor and the Security Trustee agree that the Security Trustee shall hold:
(i) [any Security in respect of Liabilities created or expressed to be created pursuant to the Relevant Documents;
(ii) all proceeds of that Security; and]
(iii) all obligations expressed to be undertaken by the Acceding Debtor to pay amounts in respect of the Liabilities to the Security Trustee as trustee for the Secured Parties (in the Relevant Documents or otherwise) and secured by the Transaction Security together with all representations and warranties expressed to be given by the Acceding Debtor (in the Relevant Documents or otherwise) in favour of the Security Trustee as trustee for the Secured Parties,
on trust for the Secured Parties on the terms and conditions contained in the Intercreditor Agreement.
(c) The Acceding Debtor confirms that it intends to be party to the Intercreditor Agreement as a Debtor, undertakes to perform all the obligations expressed to be assumed by a Debtor under the Intercreditor Agreement and agrees that it shall be bound by all the provisions of the Intercreditor Agreement as if it had been an original party to the Intercreditor Agreement.
(d) [In consideration of the Acceding Debtor being accepted as an Intra-Group Lender for the purposes of the Intercreditor Agreement, the Acceding Debtor also confirms that it intends to be party to the Intercreditor Agreement as an Intra-Group Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by an Intra-Group Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement].
[5]/[6] This Accession Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.
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THIS ACCESSION DEED has been signed on behalf of the Security Trustee (for the purposes of paragraph 5 above only), signed on behalf of the Company and executed as a deed by [Restricted Subsidiary] and is delivered on the date stated above.
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[Restricted Subsidiary]
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[EXECUTED AS A DEED
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)
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By: [Subsidiary]
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)
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Director
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Director/Secretary
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OR
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[EXECUTED AS A DEED
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By: [Subsidiary]
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Signature of Director
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Name of Director
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in the presence of
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Signature of witness
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Name of witness
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Address of witness
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Occupation of witness]
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The Company
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Red Football Limited
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By:
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The Security Trustee
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[Full Name of Current Security Trustee]
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By:
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Date:
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174
SCHEDULE 8
AGREED SECURITY PRINCIPLES
1. Security Principles
(a) The guarantees and Security to be provided will be given in accordance with the principles set out in this Schedule. This Schedule addresses the manner in which the principles will impact on the guarantees and Security proposed to be taken in relation to this transaction.
(b) The principles in this Schedule embody recognition by all parties that there may be certain legal and practical difficulties in obtaining guarantees and Security from members of the Group in their respective jurisdiction of incorporation. In particular:
(i) general statutory limitations, financial assistance, corporate benefit, fraudulent preference, fraudulent conveyance, “thin capitalisation” and “capital maintenance” rules, retention of title claims and similar principles may limit the ability of a member of the Group to provide a guarantee or Security or may require that the guarantee be limited by an amount or otherwise;
(ii) notwithstanding any term of any Finance Document, no obligation under this Agreement or under any Finance Document of a U.S. Obligor may be, directly or indirectly, (A) secured by any assets of a CFC (including any shares held directly or indirectly by a CFC); or (B) secured by a pledge in excess of 65% of the share capital (measured by the total combined voting power of the issued and outstanding voting shares) of a CFC. In no event shall any CFC Obligor grant or be permitted to grant Security over any assets of such CFC Obligor with respect to any obligation of a U.S. Obligor;
(iii) in the case of any joint venture or non-wholly owned subsidiary all guarantees and security will be limited to comply with restrictions in the joint venture, shareholders’ or other agreement or by law provided that the Company will use reasonable endeavours to avoid or overcome such restrictions;
(iv) the Security and extent of its perfection will be agreed taking into account whether, in the opinion of the Agent (acting reasonably), the cost to the Group of providing Security is disproportionate to the benefit accruing to the Lenders (including where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only);
(v) any assets subject to third party arrangements which are permitted or not prohibited by the Finance Documents and which prevent those assets from being charged will be excluded from any relevant Transaction Security provided that reasonable endeavours to obtain consent to charging any such assets shall be used by the relevant
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member of the Group if the relevant asset is material to the Group as a whole;
(vi) members of the Group will not be required to give guarantees or enter into Transaction Security Documents if it is not within the legal capacity of the relevant member of the Group or that would conflict with the fiduciary duties of their directors or contravene any legal prohibition or result in a risk of personal or criminal liability on the part of any officer provided that the relevant member of the Group shall use reasonable endeavours to overcome any such obstacle;
(vii) perfection of Security, when required, and other required legal formalities will be completed as soon as practicable and, in any event, within the relevant time periods specified in the Finance Documents or, if earlier or to the extent no such time periods are specified in the Finance Documents, within the time periods specified by applicable law in order to ensure due perfection;
(viii) unless granted under a global Transaction Security Document governed by the law of the jurisdiction of incorporation of the applicable Obligor or under English law all Security (other than any Security granted over certain of its subsidiaries as agreed) shall be governed by the law of and secure assets located in the jurisdiction of incorporation of that Obligor;
(ix) only floating security will be granted over the hedging agreements entered into by members of the Group;
(x) the Security Trustee will hold one set of security for all Lenders unless local law requires separate ranking security for different classes of debt; and
(xi) no guarantee or security shall guarantee or secure any “Excluded Swap Obligations” defined in accordance with the LSTA Market Advisory Update dated February 15, 2013 entitled “Swap Regulations’ Implications for Loan Documentation”, and any update thereto by the LSTA
For the avoidance of doubt, in these Agreed Security Principles, “cost” includes, but is not limited to, income tax cost, registration taxes payable on the creation or enforcement or for the continuance of any Security, stamp duties, out-of-pocket expenses, and other fees and expenses directly incurred by the relevant grantor of Security or any of its direct or indirect owners, subsidiaries or Affiliates.
2. Guarantors and Security
(a) To the extent possible, each guarantee will be an upstream, cross-stream and downstream guarantee and each guarantee and Security will be for all liabilities of the relevant chargor under the Finance Documents in accordance
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with, and subject to, the requirements of the principles set out in this Schedule in each relevant jurisdiction.
(b) To the extent possible, all security shall be given in favour of the Security Trustee and not the Finance Parties individually. “Parallel debt” provisions will be used where necessary. To the extent possible, there should be no action required to be taken in relation to the guarantees or security when any Lender transfers any of its participation in the Facility to a new Lender.
(c) No guarantees or security shall be granted by an Excluded Subsidiary or Unrestricted Subsidiary.
(d) Security may only be granted over 65% of New Holdco’s share capital (measured by the total combined voting power of the issued and outstanding voting shares) and no security will be granted over the assets of New Holdco and/or any Subsidiary of New Holdco (including for the avoidance of doubt over any shares of a Subsidiary of New Holdco).
3. Terms of Security Documents
The following principles will be reflected in the terms of any security taken as part of this transaction:
(a) the Security will be first ranking to the extent possible;
(b) Security will not be enforceable until an Acceleration Event occurs and is continuing;
(c) rights of set off (other than for netting purposes) will not be exercisable until an Event of Default occurs and is continuing;
(d) the provisions of each Transaction Security Document will not be unduly burdensome on the relevant Obligor or interfere unreasonably with the operation of its business, will be limited to those required by applicable local law to create or perfect security and will not impose commercial obligations;
(e) in the Transaction Security Documents there will be no repetition or extension of clauses set out in any Finance Document including those relating to notices, costs and expenses, indemnities, tax gross-up, distribution of proceeds and release of security; representations and undertakings shall be included in the Transaction Security Documents only to the extent relating to title to assets or required by local law in order to create or perfect the security expressed to be created thereby;
(f) security will, where possible and practical, automatically create security over future assets of the same type as those already secured;
(g) the Transaction Security Documents should not operate so as to prevent transactions which are permitted or not prohibited under the Finance Documents.
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4. Bank Accounts
(a) Except as otherwise provided in the Debt Documents, each Obligor shall, prior to the occurrence of an Acceleration Event, be entitled to receive, withdraw or otherwise transfer any credit balance from time to time on any bank account over which security has been granted (other than any Assigned Account).
(b) No Obligor shall be entitled to receive, withdraw or otherwise transfer any credit balance from time to time on any Assigned Account except with the prior consent of the Security Trustee (acting reasonably) or as permitted or not prohibited pursuant to the terms of the Debt Documents.
(c) After the occurrence of an Acceleration Event, no Obligor shall be entitled to receive, withdraw or otherwise transfer any credit balance from time to time on any bank account over which security has been granted except with the prior consent of the Security Trustee (acting reasonably).
(d) If required by local law to perfect the security, notice of the security will be served on the account bank within 5 Business Days of the Security being granted and the Obligor shall use its reasonable endeavours to obtain an acknowledgement of that notice within 30 Business Days of service. If the Obligor has used its reasonable endeavours but has not been able to obtain acknowledgement its obligation to obtain acknowledgement shall cease on the expiry of that 30 Business Days provided, however, if within those 30 Business Days, the relevant account bank has agreed to provide such acknowledgement, but has not yet done so, the relevant Obligor must continue to use all reasonable endeavours to obtain such acknowledgment until such acknowledgment is provided or if the relevant account bank indicates it no longer agrees to provide the acknowledgement. This provision does not apply to Assigned Accounts in respect of which notice will be provided in accordance with the provisions of the Existing Debenture.
5. Fixed Assets
(a) Except as otherwise provided in the Debt Documents, if an Obligor grants security over its fixed assets it shall, prior to the occurrence of an Acceleration Event, be free to deal with those assets in the course of its business.
(b) Subject to any requirements under the Existing Security Documents, no notice whether to third parties or by attaching a notice to the fixed assets shall be prepared or given until an Acceleration Event occurs and is continuing.
6. Insurance
(a) Except as otherwise provided in the Debt Documents, if an Obligor grants security over its insurance policies it shall, prior to the occurrence of an Acceleration Event, be free to deal with those policies in the course of its business.
(b) If required by local law to perfect the security, notice of the security will be served on the insurance provider within 5 Business Days of the security being
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granted and the Obligor shall use its reasonable endeavours to obtain an acknowledgement of that notice within 30 Business Days of service. If the Obligor has used its reasonable endeavours but has not been able to obtain acknowledgement its obligation to obtain acknowledgement shall cease on the expiry of the specified 30 Business Day period provided, however, if within those 30 Business Days, the relevant insurance provider has agreed to provide such acknowledgement, but has not yet done so, the relevant Obligor must continue to use all reasonable endeavours to obtain such acknowledgment until such acknowledgment is provided or if the relevant insurance provider indicates it no longer agrees to provide the acknowledgement. This provision does not apply to an Insurance Policy (as that term is in the Existing Debenture) in respect of which notice will be provided in accordance with the provisions of the Existing Debenture.
7. Intellectual Property
Except as otherwise provided in the Debt Documents, if an Obligor grants security over its intellectual property it shall, prior to the occurrence of an Acceleration Event, be free to deal with those assets in the course of its business (including allowing its intellectual property to lapse if no longer material to its business).
8. Intercompany receivables
(a) Except as otherwise provided in the Debt Documents, if an Obligor grants security over its intercompany receivables it shall, prior to the occurrence of an Acceleration Event, be free to deal with those receivables in the course of its business.
(b) If required by local law to perfect the security, notice of the security will be served on the relevant lender within 5 Business Days of the security being granted and the Obligor shall obtain an acknowledgement of that notice within 30 Business Days of service. Irrespective of whether notice of the security is required for perfection if the service of notice would prevent the Obligor from dealing with an intercompany receivable in the course of its business no notice of security shall be served until an Acceleration Event occurs and is continuing. This provision does not apply to intercompany receivables charged under the Existing Debenture in respect of which notice will be provided in accordance with the provisions of the Existing Debenture.
9. Trade receivables
(a) Except as otherwise provided in the Debt Documents, if an Obligor grants security over its trade receivables it shall, prior to the occurrence of an Acceleration Event, be free to deal with those receivables in the course of its business.
(b) No notice of security may be served until an Acceleration Event occurs and is continuing.
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10. Shares
(a) Fixed charges and/or pledges over shares in joint ventures, Unrestricted Subsidiaries or over minority interests shall not be required.
(b) The Transaction Security Document will be governed by the laws of the jurisdiction of incorporation of the entity whose shares are being secured and not by the law of the jurisdiction of incorporation of the Obligor granting the security.
(c) Until an Acceleration Event occurs and is continuing, the charging Obligor will be permitted to retain and to exercise the voting rights to any shares and the company whose shares have been charged will be permitted to pay dividends.
(d) Unless the restriction is required by law or regulation or such restriction is only applicable if certain conditions have not been met, the constitutional documents of the company whose shares have been charged will be amended to remove any restriction on the transfer or the registration of the transfer of the shares on the taking or enforcement of the security granted over them.
11. Excluded assets
For the avoidance of doubt, any assets excluded from the Transaction Security existing as of the date of this Agreement, including but not limited to, the Trafford Training Centre and Academy at Carrington, Manchester (title number GM785864), shall not be subject to any Transaction Security.
12. Release of Security
Unless required by local law the circumstances in which the security shall be released should not be dealt with in individual Transaction Security Documents but, if so required, shall, except to the extent required by local law, be the same as those set out in the Intercreditor Agreement.
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SCHEDULE 9
FORM OF COMPLIANCE CERTIFICATE
To: Bank of America Merrill Lynch International Designated Activity Company
as Agent
Matt Wyche
Senior Vice President
214 N. Tryon Street
21st Floor
Charlotte, NC 28255
United States of America
(980) 388-3826 (telephone)
(704) 208-2794 (fax)
Matt.wyche_iv@baml.com
Fiona Malitsky
EMEA Legal Entity Credit Risk
Bank of America Merrill Lynch
2 King Edward Street, London, EC1A 1HQ, United Kingdom
+44 207 996 0462
fiona.malitsky@baml.com
From: Red Football Limited
Dated:
Red Football Limited / Manchester United Football Club Limited — $225,000,000
Facility Agreement
dated 20 May 2013 (as amended, the “Facility Agreement”)
Dear Sirs:
1. We refer to the Facility Agreement. This is a Compliance Certificate. Terms defined in the Facility Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.
2. We confirm that Consolidated EBITDA for the most recently completed Relevant Period was [·] and we set out in the Schedule (Calculation of Consolidated EBITDA, Total Net Leverage Ratio) hereto detail of the calculation of this amount.
3. [We confirm that no Default is continuing.]*
4. [We confirm that the following companies constitute Material Companies for the purposes of the Facility Agreement: [·].]
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5. [We confirm that the aggregate of the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors and the aggregate gross assets of the Guarantors (in each case calculated on an unconsolidated basis and excluding all intra-Restricted Group items) represents not less than 85 per cent. of Consolidated EBITDA and consolidated gross assets of all members of the Restricted Group ((in each case not including the Excluded Subsidiaries)).]
6. We confirm that the Total Net Leverage Ratio for the most recently completed Relevant Period was [·] and we set out in the Schedule (Calculation of Consolidated EBITDA, Total Net Leverage Ratio) hereto detail of the calculation of this amount.
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Signed
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[ }
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[ }
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of
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of
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Red Football Limited
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Red Football Limited
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[insert applicable certification language]
for and on behalf of [name of auditors of Red Football Limited]
NOTES:
* If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.
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THE SCHEDULE
CALCULATION OF CONSOLIDATED EBITDA, TOTAL NET LEVERAGE RATIO
1. Calculation of Consolidated EBITDA
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Relevant line item
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Amount (£)
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The consolidated profits of the Restricted Group from ordinary activities before taxation in respect of that Relevant Period
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[·]
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including any amount attributable to the amortisation or impairment of intangible assets or the depreciation or impairment of tangible assets
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[·]
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including any Consolidated Net Finance Charges
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[·]
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including any one-off expenses or charges incurred in connection with the incurrence or issuance of (i) any Financial Indebtedness under or which is permitted by the Finance Documents or (ii) any other equity issuance which is permitted by the Finance Documents
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[·]
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including any items treated as exceptional or extraordinary items
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[·]
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including any accrued interest received by or owing to any member of the Restricted Group
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[·]
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including any realised and unrealised exchange gains and losses including those arising on translation of currency debt
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[·]
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including any gain or loss arising from an upward or downward revaluation of any asset or arising from the acquisition or disposal of player registrations
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[·]
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deducting any profit of any member of the Restricted Group which is attributable to minority interests
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[·]
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deducting any profit of any investment or entity (which is not itself a member of the Restricted Group) in which any member of the Restricted Group has an ownership interest to the extent that the amount of such profit included in the financial statements of the Restricted Group exceeds the amount (net of applicable withholding tax) received in cash by members of the Restricted Group through distributions by such investment or entity
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[·]
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after excluding the amount of any profit or loss which is attributable to any Material Disposal made in the Relevant Period
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[·]
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after deducting to the extent not already taken into account, all
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[·]
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Relevant line item
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Amount (£)
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rent and other property costs of a revenue nature
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Consolidated EBITDA
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[·]
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2. Calculation of Total Net Leverage Ratio
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Relevant line item
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Amount (£)
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the aggregate amount of all obligations of the Restricted Group for or in respect of the principal amount of Borrowings
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[·]
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excluding obligations to any other member of the Restricted Group
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[·]
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excluding Subordinated Liabilities
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[·]
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including, in the case of finance leases, only the capitalised value thereof
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[·]
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deducting aggregate amount of Cash and Cash Equivalent Investments held by any member of the Restricted Group at that time
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[·]
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Consolidated EBITDA
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[·]
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Total Net Leverage Ratio
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[·]: 1.00
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SCHEDULE 10
FORM OF RESIGNATION LETTER
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To:
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Bank of America Merrill Lynch International Designated Activity Company as Agent
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Matt Wyche
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Senior Vice President
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214 N. Tryon Street
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21st Floor
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Charlotte, NC 28255
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United States of America
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(980) 388-3826 (telephone)
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(704) 208-2794 (fax)
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Matt.wyche_iv@baml.com
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Fiona Malitsky
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EMEA Legal Entity Credit Risk
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Bank of America Merrill Lynch
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2 King Edward Street, London, EC1A 1HQ, United Kingdom
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+44 207 996 0462
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fiona.malitsky@baml.com
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From:
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[resigning Obligor] and [Company]
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Dated:
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Dear Sirs
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Red Football Limited / Manchester United Football Club Limited — $225,000,000
Facility Agreement
dated 20 May 2013 (as amended, the “Facility Agreement”)
1. We refer to the Facility Agreement. This is a Resignation Letter. Terms defined in the Facility Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.
2. Pursuant to [Clause 33.3 (Resignation of a Borrower)]/[Clause 33.5 (Resignation of a Guarantor)], we request that [resigning Obligor] be released from its obligations as a [Borrower/Guarantor] under the Facility Agreement and the Finance Documents (other than the Intercreditor Agreement).
3. We confirm that:
(a) no Event of Default is continuing or would result from the acceptance of this request; [and]
(b) no payment is due from [resigning Obligor]; [and]
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(c) [this request is given in relation to a Third Party Disposal of [resigning Obligor];[ and]*
(d) [·]**
4. This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.
5. The Company agrees to indemnify the Finance Parties and any Receivers or Delegates for any costs, expenses, or liabilities which would have been payable by [resigning Obligor] in connection with the Finance Documents but for the release set out in paragraph 1 above.
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[Company]
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[resigning Obligor]
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By:
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By:
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NOTES:
* Insert where resignation as a result of a Third Party Disposal.
** Insert any other conditions required by the Facility Agreement.
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SCHEDULE 11
[INTENTIONALLY LEFT BLANK]
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SCHEDULE 12
[INTENTIONALLY LEFT BLANK]
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SCHEDULE 13
MATERIAL COMPANIES
Red Football Limited
Red Football Junior Limited
Manchester United Limited
Manchester United Football Club Limited
MU Finance Limited (formerly known as MU Finance plc)
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SCHEDULE 14
[INTENTIONALLY LEFT BLANK]
191
SCHEDULE 15
[INTENTIONALLY LEFT BLANK]
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SCHEDULE 16
TABLE OF VALUES FOR X
1. The value of X in any Financial Year will be the amount determined using the Champions League Adjustment Spreadsheet and set out in the row labelled “EBITDA” in the column corresponding to that Financial Year after the following adjustments (the “Adjustments”) have been made in the electronic version of the spreadsheet (and, for the avoidance of doubt, with no other adjustments):
(a) the figure in the Total Match Day income row of the spreadsheet for a Financial Year (the “Relevant Year”) will be determined by: (i) adjusting the revenue in the line item entitled “European Cups” in the Annual Financial Statements for the most recent Financial Year in which the first team of MUFC participated in the Champions League (the “Previous Year”) to reflect any increase or decrease in ticket prices announced prior to the start of the Relevant Year that would be applicable in the Relevant Year; (ii) aggregating the amount described in paragraph (i) above with the revenue (increased or decreased for the then prevailing rate (RPI) of inflation or deflation) in the line items entitled “Hospitality — Match Day” and “Catering (match day)” (minus any intra-Restricted Group items) in the Annual Financial Statements for the Previous Year; (iii) dividing the sum of the amount described in paragraph (ii) by the number of Champions League matches played at the Stadium in the Previous Year; and (iv) multiplying the product of paragraph (iii) by four;
(b) any increase or decrease in the Sterling Equivalent (as defined in Schedule 17 (Restrictive Covenants)) of Media and sponsorship revenues that would have been received by the Restricted Group from UEFA in respect of the Champions League (or, in each case, any replacement body or competition) had the first team of MUFC finished third in the Premier League (or any replacement competition) and qualified for the first knock-out stage of the Champions League will be taken into account in calculating the figure in the row labelled “European TV & Radio” in the column corresponding to that Financial Year; and
(c) any increase or decrease in the portion of revenue from the Specified Contracts described in paragraphs (a) and (b) of the definition thereof (as applicable) (or any replacement contract) that is dependent on the first team of MUFC qualifying for the Champions League in a Financial Year will be taken into account in calculating the figure in the row labelled “Nike” (in relation to the Nike Agreement) and the row labelled “Adidas” (in relation to the adidas Agreement) in the column corresponding to that Financial Year.
2. The add back in respect of each Financial Year shall be applied according to the following quarterly schedule:
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Financial Quarter Ending
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Percentage Application
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September
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20.0
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%
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December
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45.0
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%
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March
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35.0
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%
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June
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0.0
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%
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SCHEDULE 17
RESTRICTIVE COVENANTS
1. ASSET SALES
1.1 The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless:
(a) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and
(b) at least 75 per cent. of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:
(i) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any of its Restricted Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Facility and any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases the Company or such Restricted Subsidiary from or indemnifies against further liability;
(ii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 90 days following the closing of the Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion;
(iii) Indebtedness of any Restricted Subsidiary of the Company or preferred stock of an Obligor other than the Company, in each case that is no longer a Restricted Subsidiary of the Company as a result of such Asset Sale, to the extent that the Company and its Restricted Subsidiaries following such Asset Sale are released from any guarantee of such Indebtedness or preferred stock in connection with such Asset Sale;
(iv) consideration consisting of Indebtedness of the Company or any of its Restricted Subsidiaries or preferred stock of an Obligor other than the Company which is either repaid in full or cancelled in connection with such Asset Sale; and
(v) any Capital Stock or assets of the kind referred to in paragraphs (b) or (d) of Clause 1.2 below,
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provided that, in no event will the Company or any of its Restricted Subsidiaries sell, lease, convey or otherwise dispose of all or part of the Specified Asset other than to an Obligor.
1.2 Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:
(a) to repay, repurchase, prepay or redeem (i) outstanding amounts of the Facility, (ii) Indebtedness of any Obligor incurred pursuant to paragraph (d) of Clause 3.2 below that is secured by a Lien on the Collateral and that is not subordinated in right of payment to the obligations of the Obligors hereunder (including without limitation Clause 25 (Guarantee and Indemnity)) or under any other Finance Document, and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto, (iii) Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor to the extent that such Indebtedness is not subordinated in right of payment to the Facility and any guarantee thereof, (iv) the Notes pursuant to an offer to all holders of Notes at a purchase price equal to 100 per cent. of the principal amount, plus accrued and unpaid interest and Make- Whole Amount, if any, to the date of purchase (a “Notes Offer”), or (v) obligations under any pari passu Indebtedness that is secured by a Lien on the Collateral that ranks equal to the Lien on the Collateral securing the Facility and any guarantee thereof and that is not subordinated in right of payment to the Lenders hereunder (including without limitation Clause 25 (Guarantee and Indemnity)) or under any other Finance Document, and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto, concurrently with an Excess Proceeds Prepayment Offer;
(b) to acquire (or enter into a binding agreement to acquire, provided that such commitment will be subject only to customary conditions (other than financing) and such acquisition will be consummated within 180 days after the end of such 360 day period) all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company;
(c) to make a capital expenditure; or
(d) to acquire (or enter into a binding agreement to acquire, provided that such commitment will be subject only to customary conditions (other than financing) and such acquisition will be consummated within 180 days after the end of such 360 day period) other assets (other than Capital Stock) that are not classified as current assets under IFRS and that are used or useful in a Permitted Business,
provided, however, that, pending the final application of any Net Proceeds, the Company (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Finance Documents.
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1.3 Any Net Proceeds from Asset Sales that are not applied or invested as provided in Clause 1.2 above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds £15.0 million, within five Business Days thereof, the Company will make an offer (an “Excess Proceeds Prepayment Offer”) to the Lenders and may make an offer to all holders of the Notes or other Indebtedness that is pari passu with the Facility and any guarantee thereof containing provisions similar to those set forth in this Agreement with respect to offers to purchase, prepay, cancel or redeem with the proceeds of sales of assets in accordance with this Clause 1 (Asset Sales) to purchase, prepay, redeem or cancel the maximum principal amount of and correspondingly reduce commitments with respect thereto or cancel the Facility, the Notes and such other pari passu Indebtedness (plus accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid, redeemed or cancelled out of the Excess Proceeds. The offer price in any Excess Proceeds Prepayment Offer will be equal to 100 per cent of the principal amount of all such Indebtedness offered to be prepaid, plus accrued and unpaid interest and Additional Amounts, if any, to the date of prepayment or cancellation. If any Excess Proceeds remain after consummation of an Excess Proceeds Prepayment Offer, the Company and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Agreement. If the aggregate principal amount of the Facility, the Notes and any other Indebtedness that is pari passu with the Facility and any guarantee thereof tendered into (or required to be prepaid, redeemed or cancelled in connection with) such Excess Proceeds Prepayment Offer exceeds the amount of Excess Proceeds, or if the aggregate principal amount of the Facility exceeds the amount of Net Proceeds to be so applied, such Net Proceeds shall be allocated to prepay the Facility, such Notes and such other Indebtedness that is pari passu with the Facility and any guarantee thereof to be prepaid on a pro rata basis based on the amounts tendered or required to be prepaid, redeemed or cancelled. For the purposes of calculating the principal amount of any such Indebtedness not denominated in U.S. Dollars, such Indebtedness shall be calculated by converting any such principal amounts into their U.S. Dollar Equivalent determined as of the Business Day immediately prior to the date on which the Excess Proceeds Prepayment Offer is announced. Upon completion of each Excess Proceeds Prepayment Offer, the amount of Excess Proceeds will be reset at zero.
2. RESTRICTED PAYMENTS
2.1 The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:
(a) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or any of its Restricted Subsidiaries);
(b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the
196
Company) any Equity Interests of the Company or any direct or indirect parent entity of the Company;
(c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Obligor that is contractually subordinated to the Facility and any guarantee thereof (excluding (i) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries or (ii) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of any Indebtedness of the Company or any Obligor that is contractually subordinated to the Facility or the guarantee thereof purchased in anticipation of satisfying a sinking fund obligation, principal instalment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement);
(d) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Shareholder Funding; or
(e) make any Restricted Investments;
(all such payments and other actions set forth in the foregoing paragraphs (a) through (e) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:
(i) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;
(ii) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least £1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in paragraph (a) of Clause 3.1 (Incurrence of Indebtedness and Issuance of Preferred Stock) below; and
(iii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the Second Amendment Effective Date (excluding Restricted Payments permitted by paragraphs (b), (c), (e), (f), (g), (h), (i), (j), (k), (m) and (n) of Clause 2.2 (Restricted Payments)) is less than the sum, without duplication, of
(A) 50 per cent. of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after 30 June 2015 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100 per cent. of such deficit); plus
197
(B) 100 per cent. of the aggregate net cash proceeds received by the Company since the Second Amendment Effective Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock and Excluded Contributions) or from Subordinated Shareholder Funding or from the issue or sale of convertible or exchangeable Disqualified Stock of the Company or convertible or exchangeable debt securities of the Company, in each case that have been converted into or exchanged for Equity Interests of the Company (including such cash proceeds received in connection with any such conversion or exchange) (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company), excluding, in each case, any such contribution that constitutes Relevant Equity; plus
(C) to the extent that Restricted Investments which were made after the Second Amendment Effective Date are sold for cash and/or Cash Equivalents or otherwise liquidated or repaid for cash and/or Cash Equivalents, the lesser of (A) the cash return of capital with respect to such Restricted Investments (less the cost of disposition, if any) and (B) the initial amount of such Restricted Investments; plus
(D) to the extent that any Unrestricted Subsidiary of the Company designated as such after the Second Amendment Effective Date is redesignated as a Restricted Subsidiary after the Second Amendment Effective Date, the lesser of (i) the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the Second Amendment Effective Date; plus
(E) upon the full and unconditional release of a Restricted Investment that is a guarantee made by the Company or one of its Restricted Subsidiaries to any Person, an amount equal to the amount of such guarantee; plus
(F) the initial amount of any Restricted Investment made after the Second Amendment Effective Date in a Person that becomes a Restricted Subsidiary; plus
(G) 100 per cent. of any dividends received in cash by the Company or a Restricted Subsidiary after the Second Amendment Effective Date from an Unrestricted Subsidiary, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Company for such period.
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2.2 If no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment, the provisions of Clause 2.1 (Restricted Payments) will not prohibit:
(a) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Agreement;
(b) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital or Subordinated Shareholder Funding to the Company; (excluding any such contribution that constitutes Relevant Equity) provided that the amount of any such net cash proceeds that are utilised for any such Restricted Payment will be excluded from paragraph (iii)(B) of Clause 2.1 above;
(c) the repurchase, redemption, defeasance or other acquisition or retirement for value of (i) Indebtedness of the Company or any Obligor that is contractually subordinated to the Facility and any guarantee thereof with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; or (ii) Indebtedness of the Company or any Obligor that is subordinated in right of payment to the Facility or any guarantee thereof (other than any Indebtedness so subordinated and held by Affiliates of the Issuer) upon a Change of Control or an Asset Sale to the extent required by the agreements governing such Indebtedness, but only if, prior to offering to purchase, purchasing or repaying such Indebtedness, (x) the Company shall have complied with its obligations under Clause 1 (Asset Sales) and shall have prepaid the full principal amount of the Facility required to be prepaid under Clause 1 (Asset Sales) and (y) the Obligors shall have otherwise complied with the terms of this Agreement;
(d) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company, any of its Restricted Subsidiaries or any Parent Entity held by any current or former officer, director, employee or consultant of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement, employment agreements, or similar agreements or stock option plans; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed £3.0 million in any twelve month period; but provided, further, that such amount in any twelve-month period may be increased by an amount not to exceed the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Equity Interests of the Company, any of its Restricted Subsidiaries or any Parent Entity to current or former officers, directors, employees or consultants of the Company, any of its Restricted Subsidiaries or any Parent Entity to the extent the cash proceeds from the sale of Equity Interests have not otherwise been applied to the making of Restricted Payments pursuant to
199
paragraph (iii) of Clause 2.1 (Restricted Payments) and do not constitute Relevant Equity;
(e) the repurchase of Equity Interests of the Company or any Parent Entity deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;
(f) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any preferred stock of any Restricted Subsidiary issued on or after the Second Amendment Effective Date in accordance with the Fixed Charge Coverage Ratio test set forth in paragraph (a) of Clause 3.1 (Incurrence of Indebtedness and Issuance of Preferred Stock);
(g) payments of cash, dividends, distributions, advances or other Restricted Payments by the Company or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Capital Stock of any such Person;
(h) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;
(i) payments pursuant to any tax sharing agreement or arrangement relating to taxes among the Company and its Subsidiaries and other Persons with which the Company or any of its Subsidiaries is required or permitted to file a consolidated tax return or with which the Company or any of its Restricted Subsidiaries is a part of a group for tax purposes; provided, however, that such payments will not exceed the amount of tax that the Company and its Subsidiaries would owe on a standalone basis and the related tax liabilities of the Company and its Subsidiaries are relieved thereby;
(j) the declaration and payment of dividends or other distributions, or the making of loans, by the Company or any of its Restricted Subsidiaries to any Parent Entity in amounts and at times required to pay:
(i) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of any Parent Entity;
(ii) general corporate overhead expenses of any Parent Entity to the extent such expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries or related to the proper administration of such Parent Entity, including (i) fees and expenses properly incurred in the ordinary course of business to auditors and legal advisors; and (ii) payments in respect of services provided by directors, officers or employees of any such Parent Entity, not to exceed £3.0 million in any calendar year;
(iii) any income taxes (including, for the avoidance of doubt, United Kingdom corporation tax), to the extent such income taxes are
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attributable to the income or ownership of the Company and any of its Restricted Subsidiaries and, to the extent of the amount actually received in cash from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income or ownership of such Unrestricted Subsidiaries;
(iv) costs (including all professional fees and expenses) incurred by any Parent Entity in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self- regulatory body or stock exchange, the Finance Documents or any other agreement or instrument relating to Indebtedness of the Company or any of its Restricted Subsidiaries, including in respect of any reports filed with respect to the U.S. Securities Act, U.S. Exchange Act or the respective rules and regulations promulgated thereunder; and
(v) fees and expenses of any Parent Entity incurred in relation to any public offering or other sale of Capital Stock or Indebtedness (A) where the net proceeds of such offering or sale are intended to be received by or contributed to the Company or any of its Restricted Subsidiaries; (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed; or (C) otherwise on an interim basis prior to completion of such offering so long as any Parent Entity will cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed;
(k) so long as the Consolidated EBITDA of the Company is equal to or greater than £250.0 million for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such Restricted Payment, any Restricted Payment;
(l) following a Public Equity Offering that results in a Public Market of the Capital Stock of the Company or any Parent Entity, the payment of dividends on the Capital Stock of the Company up to 6 per cent. per annum of the net cash proceeds received by the Company in any such Public Equity Offering or any subsequent public offering of such Capital Stock, or the net cash proceeds of any such Public Equity Offering or subsequent public offering of such Capital Stock of any Parent Entity that are contributed in cash to the Company’s equity (other than through the issuance of Disqualified Stock); provided that if such Public Equity Offering was of Capital Stock of a Parent Entity, the net proceeds of any such dividend are used to fund a corresponding dividend in equal or greater amount on the Capital Stock of such Parent Entity;
(m) to the extent constituting a Restricted Payment, any transfer, assignment or novation by MUL and/or any other member of the Restricted Group of all or any portion of the assets described in paragraph (a) of the definition of “New Holdco Business” to any member of the New Holdco Group made in accordance with a Permitted Reorganisation, including without limitation the
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transfer of employees, assets (including goodwill) and/or relevant partner or supplier contracts; or
(n) other Restricted Payments in an aggregate amount not to exceed £160.0 million since the Second Amendment Effective Date.
2.3 The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
3. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK
3.1 The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become or remain directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not, and will not permit any other Obligor to, issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that:
(a) subject to Clause 3.3 below, the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, the Obligors (other than the Company) may issue Disqualified Stock, and the Obligors (other than the Company) and New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including without limitation, Sponsorship Newco) may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period provided that, if the Indebtedness is to be incurred by New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including, without limitation, Sponsorship Newco) the creditor(s) or, as the case may be, representative of such creditor(s) of such Indebtedness shall have become parties to the Intercreditor Agreement or entered into an intercreditor agreement providing for pro-rata sharing of enforcement proceeds or payments upon default among such creditors and the Lenders and otherwise satisfactory to the Agent (acting reasonably and in good faith), provided that the terms of such intercreditor agreement are no more onerous to New Holdco and its Subsidiaries than the terms of the Intercreditor Agreement; and
(b) if the Indebtedness to be incurred is Senior Secured Indebtedness, subject to Clause 3.3 below, the Obligors, New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including without limitation, Sponsorship Newco) may incur such Senior Secured Indebtedness if the Consolidated
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Senior Secured Leverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred is less than 4.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred at the beginning of such four-quarter period provided that, if the Senior Secured Indebtedness to be incurred is to be incurred by New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including, without limitation, Sponsorship Newco) the creditor(s) or, as the case may be, representative of such creditor(s) of such Indebtedness shall have become parties to the Intercreditor Agreement or entered into an intercreditor agreement providing for pro-rata sharing of enforcement proceeds or payments upon default among such creditors and the Lenders and otherwise satisfactory to the Agent (acting reasonably and in good faith), provided that the terms of such intercreditor agreement are no more onerous to New Holdco and its Subsidiaries than the terms of the Intercreditor Agreement.
3.2 Subject to Clause 3.3 below, Clause 3.1 will not prohibit the incurrence of any of the following items of Indebtedness (collectively, the “Permitted Debt”):
(a) the incurrence of Indebtedness under the Facility;
(b) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness provided that, on or prior to the Second Amendment Effective Date the Indebtedness of the Obligors evidenced by the Existing Notes and guaranteed pursuant to the Existing Note Guarantees shall be repaid in full;
(c) the incurrence by the Company and the Obligors of Indebtedness evidenced by the Notes and the Note Guarantee;
(d) Indebtedness under the RCF Facilities in an aggregate principal amount at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed £150.0 million;
(e) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of design, construction, lease, installation or improvement of property (real or personal), plant or equipment used or useful in a Permitted Business, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred in exchange for, or the net proceeds of which were used to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this paragraph (e), not to exceed £50.0 million at any time outstanding;
(f) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by
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the Finance Documents to be incurred under Clause 3.1 or any of paragraphs (b), (c), (d), (e), (f) or (m) of this Clause 3.2;
(g) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of such Restricted Subsidiaries; provided, however, that:
(i) if any Obligor is the obligor on such Indebtedness and the payee is not an Obligor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Facility and the Finance Documents; and
(ii) (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (B) any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this paragraph (g);
(h) the issuance by any Restricted Subsidiary of the Company to the Company or to any of the Company’s Restricted Subsidiaries of shares of preferred stock; provided, however, that:
(i) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or any of its Restricted Subsidiaries; and
(ii) any sale or other transfer of any such preferred stock to a Person that is neither the Company nor any of its Restricted Subsidiaries,
will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this paragraph (g);
(i) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations in the ordinary course of business and not for speculative purposes;
(j) the Guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or any of its Restricted Subsidiaries to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this Clause 3.2; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Facility and any guarantee thereof, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;
(k) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, customs, VAT and other tax guarantees, performance and surety bonds in the ordinary course of business;
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(l) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honouring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days;
(m) Indebtedness of any Person outstanding on the date on which such Person becomes a Restricted Subsidiary of the Company or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Company or any of its Restricted Subsidiaries (other than Indebtedness incurred to provide all or any portion of the funds used to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary of the Company or was otherwise acquired by the Company or any of its Restricted Subsidiaries); provided, however, with respect to this paragraph (1), that at the time of the acquisition or other transaction pursuant to which such Indebtedness was deemed to be incurred the Company would have been able to incur £1.00 of additional Indebtedness pursuant to paragraph (a) of Clause 3.1 after giving pro forma effect to the incurrence of such Indebtedness pursuant to this paragraph (1);
(n) Indebtedness arising from agreements of the Company or any of its Restricted Subsidiaries providing for customary indemnification, obligations in respect of earnouts or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Equity Interests of a Subsidiary, provided that the maximum liability of the Company and its Restricted Subsidiaries in respect of all such Indebtedness shall at no time exceed the gross proceeds, including the Fair Market Value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition;
(o) the incurrence by New Holdco, Sponsorship Newco or any Restricted Subsidiary that is a Subsidiary of New Holdco of Intra-Group Liabilities (as defined in the Intercreditor Agreement) or Subordinated Liabilities (as defined in the Intercreditor Agreement); and
(p) the incurrence by the Company and its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding not to exceed £50.0 million;
provided, however, that New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including, without limitation, Sponsorship Newco) shall not be permitted to incur Indebtedness pursuant to paragraphs (d), (e) and (p) of this Clause 3.2.
3.3 No Obligor will incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Obligors unless such Indebtedness is also contractually subordinated in right of payment to the Facility and any guarantee thereof on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually
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subordinated in right of payment to any other Indebtedness of the Obligors solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.
3.4 For purposes of determining compliance with this Clause 3, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in paragraphs (a) through (p) of Clause 3.2 above, or is entitled to be incurred pursuant to paragraph (a) of Clause 3.1, the Company will be permitted to classify such item of Indebtedness on the date of its incurrence or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Clause 3. The accrual of interest or preferred stock dividends, the accretion or amortisation of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this Clause 3; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Consolidated Interest Expense of the Company as accrued. Notwithstanding any other provision of this Clause 3, the maximum amount of Indebtedness that the Company or any of its Restricted Subsidiaries may incur pursuant to this Clause 3 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.
3.5 The amount of any Indebtedness outstanding as of any date will be:
(a) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;
(b) the principal amount of the Indebtedness, in the case of any other Indebtedness;
(c) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:
(i) the Fair Market Value of such assets at the date of determination; and
(ii) the amount of the Indebtedness of the other Person; and
(d) For purposes of determining compliance with any sterling-denominated restriction on the incurrence of Indebtedness, the Sterling Equivalent of the principal amount of Indebtedness denominated in another currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of Indebtedness incurred under a revolving credit facility; provided that (i) if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than sterling, and such refinancing would cause the applicable sterling-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such sterling-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such
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Indebtedness being refinanced; and (ii) if and for so long as any such Indebtedness is subject to an agreement intended to protect against fluctuations in currency exchange rates with respect to the currency in which such Indebtedness is denominated covering principal and interest on such Indebtedness, the amount of such Indebtedness, if denominated in sterling, will be the amount of the principal payment required to be made under such currency agreement and, otherwise, the Sterling Equivalent of such amount plus the Sterling Equivalent of any premium which is at such time due and payable but is not covered by such currency agreement.
4. LIENS
The Company will not and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness upon any of their property or assets, now owned or hereafter acquired, except (i) in the case of any property or asset that does not constitute Collateral, Permitted Liens and (ii) in the case of any property or asset that constitutes Collateral, Permitted Collateral Liens.
5. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
5.1 The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction with a Person other than the Company or a Restricted Subsidiary of the Company; provided that any Obligor may enter into a sale and leaseback transaction if:
(a) such Obligor could have (i) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in paragraph (a) of Clause 3.1 (Incurrence of Indebtedness and Issuance of Preferred Stock) above and (ii) incurred a Lien to secure such Indebtedness pursuant to Clause 4 (Liens);
(b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of the Company of the property that is the subject of that sale and leaseback transaction; and
(c) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with Clause 1 (Asset Sales).
6. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES
6.1 The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other
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interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
6.2 The restrictions in Clause 6.1 above will not apply to encumbrances or restrictions existing under or by reason of:
(a) agreements governing Existing Indebtedness and the Facility or any other agreement as in effect at or entered into on the Second Amendment Effective Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Second Amendment Effective Date;
(b) the Existing Note Indenture, the Existing Notes and the Existing Note Guarantees, the RCF Facilities, the Notes, the Note Guarantee, the Existing RCF Facilities Agreement, the Intercreditor Agreement and the Transaction Security Documents;
(c) agreements governing other Indebtedness permitted to be incurred under Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in the Finance Documents;
(d) applicable law, rule, regulation or order;
(e) any agreement or instrument of or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such agreement or instrument was entered into or incurred in connection with or in contemplation of such acquisition) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such agreement or instrument, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are (i) no more restrictive or (ii) not materially less favourable as determined in good faith by the Company, than the dividend and other payment restrictions contained in such instrument at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred;
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(f) customary non-assignment provisions in contracts, leases and licenses entered into in the ordinary course of business;
(g) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in paragraph (c) of Clause 5 (Limitation on Sale and Leaseback Transactions);
(h) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(i) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(j) Liens permitted to be incurred under Clause 4 (Liens) that limit the right of the debtor to dispose of the assets subject to such Liens;
(k) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(l) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(m) Hedging Obligations entered into from time to time;
(n) any mortgage financing or mortgage refinancing that imposes restrictions on the real property (including any heritage building rights) securing such Indebtedness; and
(o) agreements governing Indebtedness incurred pursuant to paragraphs (e) and (p) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) by a Restricted Subsidiary of the Company that is an Excluded Subsidiary under paragraph (d) of the definition thereof, provided that any encumbrance or restriction in any such agreement is not applicable to any Person, or the properties or assets of any other Person, other than such Restricted Subsidiary or its property or assets.
7. MERGER, CONSOLIDATION, ETC.
7.1 The Company and Red Football Junior Limited, will not, directly or indirectly: (x) consolidate or merge with or into another Person, whether or not the Company is the surviving corporation, or (y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted
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Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:
(a) either:
(i) the Company, Red Football Junior Limited or, as the case may be, MUL is the surviving corporation; or
(ii) the Person formed by or surviving any such consolidation or merger (if other than the Company, Red Football Junior Limited or MUL) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of any Permitted Jurisdiction;
(b) the Person formed by or surviving any such consolidation or merger (if other than the Company, Red Football Junior Limited or MUL) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company, Red Football Junior Limited or, as the case may be, MUL under the Finance Documents to which the Company, Red Football Junior Limited or MUL (as applicable) is a party pursuant to agreements reasonably satisfactory to the Agent (acting on the instructions of the Majority Lenders);
(c) immediately after such transaction, no Default or Event of Default exists;
(d) the Company, Red Football Junior Limited or MUL (as applicable) or the Person formed by or surviving any such consolidation or merger (if other than the Company, Red Football Junior Limited or, as the case may be, MUL), or to which such sale, assignment, transfer, conveyance or other disposition has been made, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) would be permitted to incur at least £1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in paragraph (a) of Clause 3.1 (Incurrence of Indebtedness and Issuance of Preferred Stock) or (ii) the Fixed Charge Coverage Ratio would not be less than it was prior to such transaction; and
(e) the Company delivers to the Agent an Officers’ Certificate and opinion of counsel, in each case, stating that such consolidation, merger or transfer and assumption of obligations under the Finance Documents comply with this Clause 7.1.
7.2 Except as otherwise provided in this Clause 7.2, no Obligor (other than an Obligor whose Guarantee is to be released in accordance with this Agreement) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Obligor is the surviving Person) another Person, other than a sale or disposal to, or consolidation or merger with or into, the Company or another Obligor unless:
(i) either (x) such Obligor is the surviving Person, or (y) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving
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any such consolidation or merger (if other than such Obligor) (A) is organized under the laws of a Permitted Jurisdiction and (B) assumes all the obligations of that Obligor under the Finance Documents to which such Obligor is a party pursuant to agreements reasonably satisfactory to the Agent (acting on the instructions of the Majority Lenders); provided that, in either case, immediately after giving effect to that transaction, no Default or Event of Default exists; or
(ii) in the case only of an Obligor that is not a Borrower, the Company or Red Football Junior Limited, the Net Proceeds of such sale are applied in accordance with the applicable provisions of the Finance Documents.
7.3 In addition, no Obligor will, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.
7.4 Notwithstanding the foregoing, neither this Clause 7 nor Clause 11.2 will restrict the sale or other disposition of all or substantially all of the assets or merger or consolidation of (w) the Company or any Obligor with, into or to any Obligor, (x) any non-Obligor Restricted Subsidiary with, into or to the Company or any Obligor or with, into or to any non-Obligor Restricted Subsidiary, (y) any Permitted Reorganisation and (z) paragraph (d) of Clause 7.1 will not apply to any sale or other disposition of all or substantially all of the assets or merger or consolidation of the Company or any Obligor with, into or to an Affiliate solely for the purpose of reincorporating the Company or such Obligor in a Permitted Jurisdiction for tax reasons, provided that any such transaction is consummated in accordance with the terms hereunder.
8. TRANSACTIONS WITH AFFILIATES
8.1 The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”), unless:
(a) the Affiliate Transaction is on terms that are no less favourable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with a Person who is not an Affiliate of the Company or any of its Restricted Subsidiaries; and
(b) the Company delivers to the Agent:
(i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of £10.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Clause 8 and that such Affiliate Transaction has been approved by a majority of the disinterested
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members of the Board of Directors of the Company or, if there are no disinterested directors in respect of such Affiliate Transaction, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of international standing; and
(ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of £20.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of international standing.
8.2 Provided, however, that, the following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the foregoing provisions of this Clause 8:
(a) any employment agreement, collective bargaining agreement, consultant agreement, employee benefit arrangements with any employee, consultant, officer or director of the Company or any of its Restricted Subsidiaries, including under any stock option, stock appreciation rights, stock incentive or similar plans, entered into in the ordinary course of business;
(b) transactions between or among the Company and/or its Restricted Subsidiaries;
(c) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;
(d) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any of its Restricted Subsidiaries;
(e) any issuance of Equity Interests (other than Disqualified Stock) or Subordinated Shareholder Funding of the Company to Affiliates of the Company;
(f) Restricted Payments that do not violate the provisions of Clause 2 (Restricted Payments);
(g) Permitted Investments (other than Permitted Investments described in paragraphs (c), (m) and (o) of the definition thereof);
(h) transactions pursuant to, or contemplated by, any agreement in effect on the Second Amendment Effective Date and transactions pursuant to any amendment, modification or extension to such agreement, so long as such amendment, modification or extension, taken as a whole, is not materially
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more disadvantageous to the Lenders than the original agreement as in effect on the Second Amendment Effective Date;
(i) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Finance Documents that are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favourable as might reasonably have been obtained at such time from an unaffiliated Person;
(j) any payments or other transactions pursuant to a tax sharing agreement or arrangement relating to taxes between the Company and any other Person or a Restricted Subsidiary of the Company and any other Person with which the Company or any of its Restricted Subsidiaries files a consolidated tax return or with which the Company or any of its Restricted Subsidiaries is part of a group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; provided, however, that any such tax sharing or arrangement and payment does not permit or require payments in excess of the amounts of tax that would be payable by the Company and its Restricted Subsidiaries on a stand-alone basis; and
(k) Permitted Reorganisations.
9. LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS
9.1 The Company will not cause or permit any of its Restricted Subsidiaries which are not Obligors, directly or indirectly, to guarantee, assume or in any manner become liable, whether as a borrower, an additional or co-borrower or otherwise, for or in respect of any other Indebtedness of the Company or any of the Company’s other Restricted Subsidiaries unless such specified Restricted Subsidiary shall simultaneously accede to this Agreement as an Additional Guarantor.
9.2 Notwithstanding the foregoing, without becoming a Guarantor pursuant to the provisions of this Clause 9, New Holdco or any Restricted Subsidiary that is a New Holdco Subsidiary (including without limitation, Sponsorship Newco) may directly or indirectly, guarantee, assume or in any manner become liable, whether as borrower, an additional or co-borrower or otherwise, for or in respect any Indebtedness of New Holdco or any Restricted Subsidiary that is a New Holdco Subsidiary (including without limitation, Sponsorship Newco) permitted to be incurred by New Holdco or any Restricted Subsidiary that is a New Holdco Subsidiary (including without limitation, Sponsorship Newco) under Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock).
9.3 Such Additional Guarantor will automatically and unconditionally be released under the same conditions and circumstances that the guarantee of other Indebtedness will be released, so long as no Default or Event of Default is existing or would arise as a result and no other Indebtedness is at that time guaranteed by the relevant Additional Guarantor that would have resulted in the requirement that such Additional Guarantor become an Additional Guarantor pursuant to this Clause 9.
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10. DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES
10.1 The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Clause 2 (Restricted Payments) or under one or more paragraphs of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.
10.2 Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Agent by filing with the Agent a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted under Clause 2 (Restricted Payments). If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Finance Documents and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Clause 3 (Incurrence of Indebtedness and issuance of preferred stock) the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (i) such Indebtedness is permitted under Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock) calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (ii) no Default or Event of Default would be in existence following such designation.
11. LIMITATION ON ISSUER ACTIVITIES
11.1 The Issuer will not create, incur, assume or suffer to exist any Lien over any of its property or assets, or any proceeds therefrom, to secure Indebtedness, except for Liens to secure the Existing Notes, the Existing RCF Facilities Agreement, the Notes, the RCF Facilities, the Facility or other Indebtedness permitted to be incurred under the Finance Documents to the extent Liens securing such Indebtedness are permitted to be incurred under the Finance Documents.
11.2 The Issuer will not (i) merge, consolidate, amalgamate or otherwise combine with or into another Person (whether or not the Issuer is the surviving corporation), or (ii) sell, assign, transfer, lease, convey or otherwise dispose of any material property or assets to any Person in one or more related transactions, other than, (A) in the case of clause
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(i) or clause (ii), in accordance with Section 7 hereof, or (B) solely in the case of clause (ii), in connection with the incurrence of a Permitted Collateral Lien.
11.3 Until the date on which all Commitments under (and as defined in) the Agreement have been cancelled and all amounts outstanding under the Facility have been fully repaid, none of the Company nor any of its Restricted Subsidiaries will commence or take any action or facilitate a winding-up, liquidation or other analogous proceeding in respect of the Issuer.
12. LIMITATION ON HOLDING COMPANY ACTIVITIES
12.1 The Company will not, at any time, own any assets or property other than cash and Cash Equivalents, the Carrington Premises, Capital Stock in Red Football Junior Limited and MUL, assets that will be used to make a Restricted Payment (other than a Restricted Investment) permitted by Clause 2 (Restricted Payments) promptly following receipt thereof by the Company and other assets that are de minimis in nature.
Red Football Junior Limited will not, at any time, own any assets or property other than Capital Stock in MUL and other assets that are de minimis in nature.
12.2 In addition, neither the Company nor Red Football Junior Limited will trade, undertake any activity, carry on any business, own any assets, enter into any arrangement or incur any liability other than:
(a) the ownership of shares of MUL and, in the case of the Company, Red Football Junior Limited or any other direct Subsidiary of the Company and/or Red Football Junior Limited (an “Additional Subsidiary”) that is a member of the Group, in each case to the extent such shares are subject to Transaction Security and provided that any Additional Subsidiary is the only member of the Group (other than Red Football Junior Limited) in which the Company directly owns shares;
(b) the provision of administrative services (excluding treasury services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries and the receipt of any amounts related thereto to the extent expressly permitted under the Intercreditor Agreement;
(c) incurring Indebtedness permitted under Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock) (including activities reasonably incidental thereto, including performance of the terms and conditions of such Indebtedness, to the extent such activities are otherwise permissible under the Finance Documents);
(d) rights and obligations arising under the Note Documents, the Intercreditor Agreement (or any additional intercreditor agreement entered into pursuant to the terms of the Intercreditor Agreement), the Transaction Security Documents, the RCF Facilities, the Existing Note Documents, the Existing RCF Facilities Agreement, any Finance Document or any other agreement existing on the Second Amendment Effective Date to which it is a party
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relating to the issue and sale of the Notes issued on or the application of the proceeds therefrom;
(e) directly related or reasonably incidental to the establishment and/or maintenance of its corporate existence; or
(f) the holding of bank accounts and the making of loans (including activities reasonably incidental thereto) permitted by the Finance Documents, and the entry into any agreement in relation thereto.
13. GOVERNING LAW
13.1 This Schedule is governed by the laws of the State of New York.
13.2 This Schedule constitutes an integral part of the Facility Agreement and the obligations under the Facility Agreement constitute an integral part of this Schedule.
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Definitions in this Schedule:
“Acquired Debt” means, with respect to any specified Person:
(a) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary; and
(b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
“Additional Amounts” has the meaning given to such term in the Note Purchase Agreement (in its form at the Second Amendment Effective Date).
“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and, with respect to the Company, shall include any Person beneficially owning or holding, directly or indirectly, 10 per cent. or more of any class of voting or equity interests of the Company or any Subsidiary or any Person of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10 per cent. or more of any class of voting or equity interests. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.
“Affiliate Transaction” is defined in Clause 8 (Transactions with Affiliates). “Agent” means the “Agent” under and as defined in the Facility Agreement. “Asset Sale” means:
(a) the sale, lease, conveyance or other disposition of any assets or rights by the Company or any of its Restricted Subsidiaries; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Clause 14 (Mandatory Prepayment) of the Facility Agreement and/or Clause 7 (Merger, Consolidation, Etc.) of this Schedule and not by the provisions of Clause 1 (Asset Sales); and
(b) the issuance of Equity Interests by any Restricted Subsidiary of the Company or the sale by the Company or any of its Restricted Subsidiaries of Equity Interests in any of the Company’s Subsidiaries, in each case other than directors’ qualifying shares.
Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:
(a) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than £1.0 million;
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(b) a transfer of assets between or among the Company and its Restricted Subsidiaries;
(c) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company made in accordance with Clause 1.3 (Asset Sales);
(d) the sale, lease, assignment or other transfer of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Restricted Subsidiaries taken as whole);
(e) licenses and sublicenses by the Company or any of its Restricted Subsidiaries of software in the ordinary course of business;
(f) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;
(g) the granting of Liens not prohibited under Clause 4 (Liens);
(h) the sale or other disposition of cash or Cash Equivalents;
(i) a Restricted Payment that does not violate Clause 2 (Restricted Payments) or a Permitted Investment;
(j) the disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;
(k) the sale, lease, assignment, disposal or other transfer of player registrations;
(1) any licence or other right of occupation that allows the beneficiary to attend one or more sporting events (including without limitation association football matches) or other events in the ordinary course of business;
(m) any licence or other right of use of any intellectual property or other right if entered into in connection with the commercial exploitation of such intellectual property or other rights in the ordinary course of business;
(n) the monetisation of any contract or arrangement related to (1) and (m) above;
(o) the foreclosure, condemnation or any similar action with respect to any property or other assets or a surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;
(p) the sale of all or substantially all of the assets or merger or consolidation of the Issuer with or into an Affiliate solely for purposes of reincorporating the Issuer in a Permitted Jurisdiction for tax reasons; provided any such transaction is
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consummated in accordance with Clause 7.4 (Merger, Consolidation, Etc.); and
(q) the transfer of employees and assets in accordance with the definition of “Permitted Reorganisation”.
“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with IFRS; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation” below.
“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the U.S. Exchange Act, as in effect on the Second Amendment Effective Date, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the U.S. Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.
“Board of Directors” means:
(a) with respect to a corporation, the board of directors (or analogous governing body) of the corporation or any committee thereof duly authorised to act on behalf of such board;
(b) with respect to a partnership, the board of directors of the general partner of the partnership;
(c) with respect to a limited liability company, the managing member or members (or analogous governing body) or any controlling committee of managing members thereof; and
(d) with respect to any other Person, the board or committee of such Person serving a similar function.
“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York or London, England are required or authorized to be closed.
“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalised on a balance sheet (excluding the footnotes thereto) prepared in accordance with IFRS as in effect on the Second Amendment Effective Date, and the Stated Maturity thereof shall be the date of the last payment of rent or any other
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amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.
“Capital Stock” means:
(a) in the case of a corporation, corporate stock;
(b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and
(d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
“Carrington Premises” means the property known as the Trafford Training Centre and Academy at Carrington Manchester (title number GM785864), including any real property and fixtures related thereto but not any personal property.
“Cash Equivalents” means:
(a) direct obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by, the government of a member state of a Permitted Jurisdiction, the payment of which is backed by the full faith and credit of such Permitted Jurisdiction, and which are not callable or redeemable at the Company’s option;
(b) overnight bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits with maturities (and similar instruments) of 12 months or less from the date of acquisition issued by a bank or trust company which is organised under, or authorised to operate as a bank or trust company under, the laws of a Permitted Jurisdiction; provided that such bank or trust company has capital, surplus and undivided profits aggregating in excess of £500.0 million (or the foreign currency equivalent thereof as of the date of such investment) and whose long-term debt is rated “A-3” or higher by Moody’s Investor Services Limited or “A—“ or higher by Standard & Poor’s Rating Services or the equivalent rating category of another internationally recognised rating agency;
(c) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in paragraphs (a) and (b) above entered into with any financial institution meeting the qualifications specified in paragraph (b) above;
(d) commercial paper rated at the time of acquisition thereof at least P-1 by Moody’s Investor Services Limited or at least A-1 by Standard & Poor’s
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Rating Services and, in each case, maturing within one year after the date of acquisition; and
(e) money market funds at least 95 per cent. of the assets of which constitute Cash Equivalents of the kinds described in paragraph (a) to (d) of this definition.
“Change of Control” means the occurrence of any of the following:
(a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than a Principal or a Related Party of a Principal;
(b) the adoption of a plan relating to the liquidation or dissolution of the Company;
(c) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including any “person” as defined above), other than a Principal and/or any of its Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50 per cent. of the Voting Stock of the Company, measured by voting power rather than number of shares;
(d) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; provided, however, that this paragraph (d) shall not apply to members of the Board of Directors nominated or re-elected by employees pursuant to co-determination and similar statutes providing for employee representatives on supervisory or similar boards;
(e) the first day on which (i) the Company fails to own, directly or indirectly, 100 per cent. of the Capital Stock of MUL or (ii) MUL fails to own, directly or indirectly, 100 per cent. of the Capital Stock of the Issuer;
(f) Manchester United plc (alone or together with one or more Affiliates controlled by it) ceases to own (directly or indirectly) a larger percentage than does any other Person of the share capital in and shareholder loans to, the Company; or
(g) The Original Investors cease to have the power to control more than one-half of the maximum number of votes that might be cast at a general meeting of the Company or appoint or remove a majority of directors of the Company or give directions with respect to operating and financial policies of Parent.
“Collateral” means any and all assets from time to time in which a security interest has been or will be granted pursuant to any Transaction Security Document to secure the obligations of the Issuer and the Obligors under the Finance Documents.
“Company” means Red Football Limited (registration number 05370076).
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“Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:
(a) all gains (losses) realised in connection with any Asset Sale or the disposition of securities or the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain; plus
(b) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus
(c) the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, to the extent that such Consolidated Interest Expense were deducted in computing such Consolidated Net Income; plus
(d) depreciation, amortisation (including amortisation of intangibles but excluding amortisation of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortisation of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortisation and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; plus
(e) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness to the extent such costs and premiums were deducted in computing such Consolidated Net Income; plus
(f) any foreign currency translation gains or losses (including gains or losses related to currency remeasurements of Indebtedness) of such Person and its Restricted Subsidiaries for such period, to the extent that such gains or losses were taken into account in computing such Consolidated Net Income; plus
(g) the amount of any minority interest expense consisting of subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Restricted Subsidiary in such period or any prior period, except to the extent of dividends declared or paid on, or other cash payments in respect of, Equity Interests held by such parties; minus
(h) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue or the reversal of a reserve for cash charges in a future period in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with IFRS.
“Consolidated Interest Expense” means, with respect to any specified Person for any period, the sum, without duplication, of:
(a) the consolidated interest expense of such Person and its Subsidiaries which are Restricted Subsidiaries for such period, whether paid or accrued, including,
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without limitation, amortisation of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates (excluding any non-cash interest expense on Subordinated Shareholder Funding); plus
(b) the consolidated interest expense of such Person and its Subsidiaries which are Restricted Subsidiaries that was capitalised during such period; plus
(c) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries which are Restricted Subsidiaries to the extent paid or secured by a Lien on assets of such Person or one of its Subsidiaries which are Restricted Subsidiaries to the extent such Lien is called upon; plus
(d) the product of (i) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Subsidiaries which are Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with IFRS.
“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with IFRS; provided that:
(a) the net income (loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of such Person and the net income (if negative) of any Person that is not a Restricted Subsidiary will be included only to the extent that such loss has been funded with cash by the specified Person or a Restricted Subsidiary of such Person;
(b) solely for the purpose of determining the amount available for Restricted Payments under paragraph (iii)(A) of Clause 2.1 (Restricted Payments) any net income (loss) of any Restricted Subsidiary will be excluded if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders; except that the Company’s equity in
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the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause);
(c) the net income (loss) arising from the sale, assignment, disposal or other transfer of player registrations will be excluded;
(d) any extraordinary or exceptional gain, loss or charge or any profit or loss on Asset Sales, asset impairments or early extinguishment of Indebtedness, or any charges or reserves in respect of any restructuring, redundancy, integration or severance or any expenses, charges, reserves or other costs related to acquisitions will be excluded;
(e) non-cash tax charges that are set off by group relief by a Parent Entity will be excluded;
(f) the cumulative effect of a change in accounting principles will be excluded; and
(g) any intangible asset impairment charge and amortisation of player registrations and amortisation of goodwill will be excluded.
“Consolidated Senior Secured Leverage” means, as of any date of determination, the sum of the total amount of Senior Secured Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis.
“Consolidated Senior Secured Leverage Ratio” means as of any date of determination, the ratio of (i) the Consolidated Senior Secured Leverage of the Company on such date to (ii) the Consolidated EBITDA of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Consolidated Senior Secured Leverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Consolidated Senior Secured Leverage Ratio is made (the “ CSSLR Calculation Date”), then the Consolidated Senior Secured Leverage Ratio will be calculated giving pro forma effect (as determined in good faith by a Senior Financial Officer of the Company) to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.
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For purposes of calculating the Consolidated EBITDA for such period:
(a) acquisitions that have been made by the specified Person or any of its Subsidiaries which are Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Subsidiaries which are Restricted Subsidiaries acquired by the specified Person or any of its Subsidiaries which are Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Subsidiaries which are Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the CSSLR Calculation Date, or that are to be made on the CSSLR Calculation Date, will be given pro forma effect (as determined in good faith by a Senior Financial Officer of the Company and may include anticipated expense and cost reduction synergies) as if they had occurred on the first day of the four-quarter reference period;
(b) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the CSSLR Calculation Date, will be excluded;
(c) any Person that is a Restricted Subsidiary on the CSSLR Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four- quarter period; and
(d) any Person that is not a Restricted Subsidiary on the CSSLR Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period.
“continuing” has the meaning given to such term in the Facility Agreement.
“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:
(a) was a member of such Board of Directors on the Second Amendment Effective Date; or
(b) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.
“Default” has the meaning given to such term in the Facility Agreement.
“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require an Obligor to repurchase such Capital Stock upon the occurrence of a Change
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of Control or an Asset Sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the relevant Obligor may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Clause 2 (Restricted Payments). The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the Finance Documents will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.
“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).
“Event of Default” has the meaning given to such term in the Facility Agreement. “Excess Proceeds” has the meaning given to such term in Clause 1.4.
“Excess Proceeds Prepayment Offer” has the meaning given to such term in Clause 1.4 (Asset Sales).
“Excluded Contributions” means the net cash proceeds received by the Company after the Second Amendment Effective Date from (a) contributions to its common equity capital or (b) the sale (other than to a Subsidiary) of Equity Interests (other than Disqualified Stock), in each case designated as Excluded Contributions pursuant to an Officers’ Certificate (which shall be designated no later than the date on which such Excluded Contribution has been received by the Company), the cash proceeds of which are excluded from the calculation set forth in paragraph (iii)(B) of Clause 2.1 (Restricted Payment).
“Existing Hedging Agreements” means the interest rate transactions entered into between the Company and Bank of America, N.A, on 25 October 2013, in each case documented under and subject to the terms of a 2002 ISDA Master Agreement (as published by the International Swaps and Derivatives Association, Inc.) and Schedule thereto dated as of 20 May 2013 (as may be amended or supplemented from time to time).
“Existing Indebtedness” means all Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Second Amendment Effective Date after giving effect to the use of proceeds hereunder, until such amounts are repaid.
“Existing Note Documents” means the Existing Note Indenture, the Existing Notes and the Existing Note Guarantees (whether contained in the Existing Note Indenture or otherwise).
“Existing Note Guarantees” means the “Note Guarantees” as defined in the Existing Note Indenture.
“Existing Note Indenture” means the indenture governing the Existing Notes dated on or about May 20, 2013, and made between, among others, the Existing Note Trustee, the Security Trustee, MU Finance Limited (formerly known as MU Finance plc) and the senior note guarantors.
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“Existing Note Trustee” means The Bank of New York Mellon as trustee under the Existing Note Indenture.
“Existing Notes” means the senior notes due 2017 issued or to be issued by MU Finance Limited (formerly known as MU Finance plc) under the Existing Note Indenture.
“Facility” means the facility made available under the Facility Agreement.
“Facility Agreement” means this Agreement, as amended by the Amendment and Restatement Agreement, the Second Amendment and Restatement Agreement and as further amended and/or amended and restated from time to time.
“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in an arm’s length transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Agreement).
“Finance Documents” has the meaning give to such term in the Facility Agreement. “Finance Parties” has the meaning given to such term in the Facility Agreement.
“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person for such period to the Consolidated Interest Expense of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “FCCR Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect (as determined in good faith by a Senior Financial Officer of the Company) to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.
In addition, for purposes of calculating the Fixed Charge Coverage Ratio:
(a) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the FCCR Calculation Date, or that are to be made on the FCCR Calculation Date, will be given pro forma effect (as determined in good faith by a Senior Financial Officer of the Company and may include
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anticipated expense and cost reduction synergies) as if they had occurred on the first day of the four-quarter reference period;
(b) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the FCCR Calculation Date, will be excluded;
(c) the Consolidated Interest Expense attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the FCCR Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Consolidated Interest Expense will not be obligations of the specified Person or any of its Restricted Subsidiaries following the FCCR Calculation Date;
(d) any Person that is a Restricted Subsidiary on the FCCR Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four- quarter period;
(e) any Person that is not a Restricted Subsidiary on the FCCR Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and
(f) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the FCCR Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the FCCR Calculation Date in excess of 12 months, or, if shorter, at least equal to the remaining term of such Indebtedness).
“Governmental Authority” means
(a) the government of
(i) the United States of America or the United Kingdom or any state or other political subdivision of either thereof, or
(ii) any other jurisdiction in which the Company or any Restricted Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Parent Subsidiary, or
(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.
“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-
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well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).
“Guarantors” has the meaning given to such term in the Facility Agreement.
“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:
(a) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;
(b) other agreements or arrangements designed to manage interest rates or interest rate risk; and
(c) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.
“Holding Company” has the meaning given to such term in the Facility Agreement.
“Issuer” means Manchester United Football Club Limited (registration number 00095489), a company incorporated in England and Wales with limited liability.
“IFRS” means International Financial Reporting Standards (formerly International Accounting Standards) endorsed from time to time by the European Union or any variation thereof with which the Issuer or its Restricted Subsidiaries are, or may be, required to comply. Except as otherwise set forth in this Schedule, all ratios and calculations based on IFRS contained in this Schedule shall be computed in accordance with IFRS as in effect on the Second Amendment Effective Date.
“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:
(a) in respect of borrowed money;
(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
(c) in respect of bankers’ acceptances;
(d) representing Capital Lease Obligations;
(e) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed;
(f) representing any Hedging Obligations;
(g) representing Attributable Debt; and
(h) representing liabilities under the Existing Hedging Agreements,
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if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with IFRS. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.
In addition, for the purpose of avoiding duplication in calculating the outstanding principal amount of Indebtedness for purposes of Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock), Indebtedness arising solely by reason of the existence of a Lien to secure other Indebtedness permitted to be incurred under Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock) will not be considered incremental Indebtedness.
The term “Indebtedness” shall not include:
(a) in connection with the purchase by the Company or any of its Restricted Subsidiaries of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter;
(b) any contingent obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes; or
(c) Subordinated Shareholder Funding.
“Intellectual Property” has the meaning given to such term in the Facility Agreement.
“Intercreditor Agreement” has the meaning given to such term in the Facility Agreement.
“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations, but excluding advances or extensions of credit to customers or suppliers made in the ordinary course of business), advances or capital contributions (excluding commission, travel and similar advances to Officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as Investments on a balance sheet prepared in accordance with IFRS. If the Company or any of its Restricted Subsidiaries sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the
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Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in Clause 2.3 (Restricted Payments). The acquisition by the Company or any of its Restricted Subsidiaries of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Clause 2.3 (Restricted Payments). Except as otherwise provided in the Finance Documents, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.
“Issuer” means Manchester United Football Club Limited (registration number 00095489).
“Lenders” has the meaning given to such term in the Facility Agreement.
“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement and any lease in the nature thereof.
“Material Company” has the meaning given to such term in the Facility Agreement. “MUL” means Manchester United Limited (registration number 02570509).
“Make-Whole Amount” has the meaning given to such term in the Note Purchase Agreement (in its form at the Second Amendment Effective Date).
“Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets established in accordance with IFRS.
“Non-Recourse Debt” means Indebtedness:
(a) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise; and
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(b) as to which the holders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries (other than the Equity Interests of an Unrestricted Subsidiary).
“Note Documents” means the Note Purchase Agreement, the Notes, the Intercreditor Agreement, the Representative Deed and the Transaction Security Documents.
“Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under the Note Purchase Agreement and the Notes, executed pursuant to the provisions of the Note Purchase Agreement.
“Notes Offer” is defined in Clause 1.2 (Asset Sales).
“Note Purchase Agreement” means the note purchase agreement dated as of on or around the Second Amendment Effective Date entered into by, among others, the Issuer, and relating to the Notes.
“Notes” means the 3.79% senior secured notes in an aggregate principal amount of $425,000,000 due on or about 24 June 2027 issued on the Second Amendment Effective Date.
“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.
“Obligor” has the meaning given to such term in the Facility Agreement.
“Officer” means, with respect to any Person, the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief of Staff, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Managing Director, Director or any Vice-President of such Person.
“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Issuer or other Obligor, as applicable, whose responsibilities extend to the subject matter of such certificate.
“Parent Entity” means any direct or indirect parent company or entity of the Company.
“Parent Subsidiary” means any Subsidiary of the Company, including the Issuer.
“Permitted Business” means (i) any businesses, services or activities engaged in by the Company and its Restricted Subsidiaries on the Issue Date and (ii) any other business or activity which is ancillary, reasonably related or complementary thereto.
“Permitted Collateral Liens” means:
(a) Liens on the Collateral to secure the Finance Documents;
(b) Liens on the Collateral to secure the Existing Notes (or the Existing Note Guarantees) and the Existing RCF Facilities Agreement (or any guarantee
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thereof) until the Second Amendment Effective Date, the Notes (or the Note Guarantees) and any Permitted Refinancing Indebtedness in respect thereof (and Permitted Refinancing Indebtedness in respect of Permitted Refinancing Indebtedness); provided that each of the parties thereto will have entered into the Intercreditor Agreement (or any additional intercreditor agreement entered into pursuant to the terms of the Intercreditor Agreement); provided further that all property and assets (including, without limitation, the Collateral) securing such Permitted Refinancing Indebtedness secures the Facilities and any guarantee thereof on a senior or pari passu basis;
(c) Liens on the Collateral to secure Indebtedness: (i) under the RCF Facilities; (ii) permitted by paragraph (e) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) or paragraph (p) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock); and (iii) permitted by Clause 3.1 of (Incurrence of Indebtedness and Issuance of Preferred Stock) and Permitted Refinancing Indebtedness in respect thereof (and Permitted Refinancing Indebtedness in respect of such Permitted Refinancing Indebtedness), provided that, in each case, all property and assets (including, without limitation, the Collateral) securing such Indebtedness also secures the Facility and any guarantee thereof on a senior or pari passu basis and provided further that each of the parties thereto will have entered into the Intercreditor Agreement (or any additional intercreditor agreement entered into pursuant to the terms of the Intercreditor Agreement);
(d) Liens on the Collateral securing the Company’s or any Restricted Subsidiary’s obligations under (i) Hedging Obligations (other than Hedging Obligations in respect of commodity prices and only to the extent such Hedging Obligations relate to Indebtedness referred to in paragraphs (a) or (b) above and such Indebtedness is also secured by the Collateral) permitted by paragraph (i) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock), and (ii) the Existing Hedging Agreements and any Permitted Refinancing Indebtedness in respect thereof (and any Permitted Refinancing Indebtedness in respect of such Permitted Refinancing Indebtedness), provided that the assets and properties securing such Indebtedness will also secure the Facility or any guarantee thereof on a senior or pari passu basis and provided further that each of the parties thereto will have entered into the Intercreditor Agreement (or any additional intercreditor agreement entered into pursuant to the terms of the Intercreditor Agreement);
(e) Liens on the Collateral arising by operation of law that are described in one or more of paragraphs (d), (g), (h), (i), (1), (n) and (o) of the definition of “Permitted Liens” and that, in each case, would not materially interfere with the ability of the Security Trustee to enforce any Lien over the Collateral; and
(f) Liens incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries with respect to obligations that in total do not exceed £5.0 million at any one time outstanding and that (i) are not incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business) and (ii) do not in the aggregate materially detract from the value of the property or materially
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impair the use thereof in the operation from the Company’s or such Restricted Subsidiary’s business.
“Permitted Debt” has the meaning given to such term in Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock).
“Permitted Investments” means:
(a) any Investment in the Company or in a Restricted Subsidiary of the Company;
(b) any Investment in cash and Cash Equivalents;
(c) any Investment by the Company or any of its Restricted Subsidiaries in a Person, if as a result of such Investment:
(i) such Person becomes a Restricted Subsidiary of the Company; or
(ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;
(d) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Clause 1 (Assets Sales);
(e) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;
(f) any Investments received in compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including settlement of delinquent obligations pursuant to any plan of reorganisation or similar arrangement upon the bankruptcy or insolvency of, or other foreclosure with respect to, any trade creditor or customer; or (ii) litigation, arbitration or other disputes with Persons who are not Affiliates;
(g) Investments in receivables owing to the Company or any of its Restricted Subsidiaries created or acquired in the ordinary course of business;
(h) Investments represented by Hedging Obligations;
(i) loans or advances to officers, directors or employees made in the ordinary course of business of the Company or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed £5.0 million at any one time outstanding;
(j) repurchases of the Notes in accordance with section 8 (Payment and Prepayment of the Notes) of the Note Purchase Agreement;
(k) any Guarantee of Indebtedness permitted to be incurred under Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock);
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(1) any Investment existing on, or made pursuant to binding commitments existing on, the Second Amendment Effective Date and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the Second Amendment Effective Date; provided that the amount of any such Investment may be increased (i) as required by the terms of such Investment as in existence on the Second Amendment Effective Date or (ii) as otherwise permitted under this Agreement;
(m) Investments acquired after the Second Amendment Effective Date as a result of the acquisition by the Company or any of its Restricted Subsidiaries of another Person, including by way of a merger, amalgamation or consolidation with or into the Company or any of its Restricted Subsidiaries in a transaction that is not prohibited by Clause 7 (Merger, Consolidation, Etc.) after the Second Amendment Effective Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;
(n) Investments made with the Excluded Contributions;
(o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this paragraph (o) that are at the time outstanding not to exceed £50.0 million, provided that if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary of the Company and such Person subsequently becomes a Restricted Subsidiary of the Company or is subsequently designated a Restricted Subsidiary pursuant to Clause 10 (Designation of Restricted and Unrestricted Subsidiaries), such Investment, if applicable, shall thereafter be deemed to have been made pursuant to paragraph (c) of the definition of “Permitted Investments” and not this paragraph.
“Permitted Jurisdiction” means (a) the United Kingdom, (b) the United States of America or any state thereof, (c) Switzerland, (d) Canada, (e) the Cayman Islands and (f) any country that was a member of the European Union on April 30, 2004 (other than Greece Spain, Italy or Portugal).
“Permitted Liens” means:
(a) Liens in favour of the Obligors;
(b) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company or is merged with or into or consolidated with the Company or any of its Restricted Subsidiaries; provided that such Liens were in existence prior to the contemplation of such Person becoming a Restricted Subsidiary of the Company or such merger or consolidation and do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary of the Company or is merged with or into or consolidated with the Company or any of its Restricted Subsidiaries;
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(c) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to such acquisition and not incurred in contemplation of, such acquisition;
(d) Liens to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations);
(e) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by paragraph (e) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) covering only the assets acquired with or financed by such Indebtedness;
(f) Liens existing on the Second Amendment Effective Date;
(g) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with IFRS has been made therefor;
(h) Liens imposed by law, such as carriers’, warehousemen’s, landlords’ and mechanics’ Liens, in each case, incurred in the ordinary course of business;
(i) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;
(j) Liens created for the benefit of (or to secure) the Notes (or the Note Guarantees) and the RCF Facilities;
(k) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the Finance Documents; provided, however, that:
(i) the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and
(ii) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (1) the outstanding principal amount, or, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness and (2) an amount necessary to
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pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;
(1) bankers’ Liens, rights of setoff, Liens arising out of judgments or awards not constituting an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;
(m) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;
(n) Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(o) any interest or title of a lessor, licensor or sublicensee under any operating lease, license or sublicense, as applicable;
(p) Liens securing Hedging Obligations;
(q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
(r) Liens to secure Indebtedness permitted by paragraph (p) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock);
(s) Liens to secure Indebtedness of New Holdco or any Restricted Subsidiaries that are Subsidiaries of New Holdco (including, without limitation, Sponsorship Newco) permitted by Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock); and
(t) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary with respect to obligations (other than Indebtedness) that do not exceed £25.0 million at any one time outstanding.
“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:
(a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees, commissions and expenses, including premiums, incurred in connection therewith);
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(b) such Permitted Refinancing Indebtedness has a final maturity date not earlier than the final maturity date of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged, and has a Weighted Average Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;
(c) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the obligations under the Finance Documents, such Permitted Refinancing Indebtedness is subordinated in right of payment to the obligations under the Finance Documents on terms at least as favourable to the Lenders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and
(d) such Indebtedness is incurred either by an Obligor (if the Obligor was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged) or by the Restricted Subsidiary that was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and is guaranteed only by Persons who were obligors on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organisation, limited liability company or government or other entity.
“Principal” means the six lineal descendants of Malcom Glazer who are Avram Glazer, Joel Glazer, Bryan Glazer, Edward Glazer, Darcie Glazer Kassewitz and Kevin Glazer.
“Public Debt” means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (i) a public offering registered under the U.S. Securities Act or (ii) a private placement to institutional investors that is underwritten for resale in accordance with Rule 144A or Regulation S under the U.S. Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC for public resale. The term Public Debt (i) shall not include the Notes and (ii) for the avoidance of doubt, shall not be construed to include any Indebtedness issued to institutional investors in a direct placement of such Indebtedness that is not underwritten by an intermediary (it being understood that, without limiting the foregoing, a financing that is distributed to not more than 10 Persons (provided that multiple managed accounts and affiliates of any such Persons shall be treated as one Person for the purposes of this definition) shall be deemed not to be underwritten), or any Indebtedness under the RCF Facilities Agreement, commercial bank or similar Indebtedness, Capital Lease Obligation or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a “securities offering” under the U.S. Securities Act.
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“Public Equity Offering” means a bona fide underwritten public offering of the Capital Stock (other than Disqualified Stock) of the Company or a Parent Entity, either:
(a) pursuant to a flotation on the London Stock Exchange or any other nationally recognised stock exchange or listing authority in a member state of the European Union; or
(b) pursuant to an effective registration statement under the U.S. Securities Act (other than a registration statement on Form S-8 or otherwise relating to Equity Interests issued or issuable under any employee benefit plan).
“Relevant Equity” has the meaning given to such term in the Facility Agreement.
“Public Market” means any time after:
(a) a Public Equity Offering has been consummated; and
(b) at least 20 per cent. of the total issued and outstanding ordinary shares or common equity of the Company or a Parent Entity has been distributed to investors other than the Principals or any of their respective Affiliates or any other direct or indirect shareholders of the Company as of the Second Amendment Effective Date pursuant to one or more Public Equity Offerings.
“Related Party” means:
(a) Red Football Limited Partnership, a limited partnership formed in the State of Nevada, U.S.;
(b) the parents or spouse of a Principal, the parents of a Principal’s spouse and any of a Principal’s, his or her spouse’s or their parents’ direct descendants; or
(c) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, shareholders, partners, members, owners or Persons beneficially holding a 50.1 per cent. or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding paragraph (b).
“Representative Deed” means the representative deed dated on or about the Second Amendment Effective Date between, among others, the Purchasers and the Creditor Representative (each as defined in the Note Purchase Agreement).
“Restricted Group” has the meaning given to such term in the Facility Agreement.
“Restricted Investment” means an Investment other than a Permitted Investment.
“Restricted Subsidiaries” means a Subsidiary of the Company other an Unrestricted Subsidiary.
“Schedule” means this Schedule 17 (Restrictive Covenants).
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“Second Amendment Effective Date” has the meaning given to such term in the Facility Agreement.
“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Issuer or other applicable Obligor.
“Senior Secured Indebtedness” means, as of any date of determination, the principal amount of any Indebtedness that is secured by a Lien and Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor.
“Specified Asset” means Old Trafford Stadium and grounds and any real property related thereto.
“Stated Maturity” means, with respect to any instalment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Second Amendment Effective Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.
“Sterling” or “€” means the lawful currency of the United Kingdom.
“Sterling Equivalent” means, with respect to any monetary amount in a currency other than sterling, at any time of determination thereof by the Company or the Agent, the amount of sterling obtained by converting such currency other than sterling involved in such computation into sterling at the spot rate for the purchase of sterling with the applicable currency other than sterling as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Company) on the date of such determination.
“Subsidiary” means, with respect to any specified Person:
(a) any corporation, association or other business entity of which more than 50 per cent. of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
(b) any partnership or limited liability company of which (i) more than 50 per cent. of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (ii) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.
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“Subordinated Shareholder Funding” means, collectively, any funds provided to the Company by any Parent Entity or any Principal or Related Party, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, together with any such security, instrument or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Funding; provided that such Subordinated Shareholder Funding:
(a) does not (including upon the happening of any event) mature or require any amortisation or other payment of principal prior to the first anniversary of the Termination Date (other than through conversion or exchange of any such security or instrument for Qualified Capital Stock or for any other security or instrument meeting the requirements of the definition);
(b) does not (including upon the happening of any event) require the payment of cash interest prior to the first anniversary of the Termination Date;
(c) does not (including upon the happening of any event) provide for the acceleration of its maturity nor confers on its shareholders any right (including upon the happening of any event) to declare a default or event of default or take any enforcement action, in each case, prior to the first anniversary of the Termination Date;
(d) is not secured by a lien on any assets of the Company or a Restricted Subsidiary and is not guaranteed by any Subsidiary of the Company;
(e) is subordinated in right of payment to the prior payment in full in cash of the Facility in the event of any default, bankruptcy, reorganisation, liquidation, winding up or other disposition of assets of the Company at least to the same extent as the Subordinated Liabilities (as such term is defined in the Intercreditor Agreement) are subordinated to the Facility under the Intercreditor Agreement;
(f) does not (including upon the happening of any event) restrict the payment of amounts due in respect of the Notes, the Facility or the RCF Facilities or compliance by the Company with its obligations under the Note Documents, the Finance Documents and the Finance Documents (as defined in the RCF Facilities Agreement);
(g) does not (including upon the happening of an event) constitute Voting Stock; and
(h) is not (including upon the happening of any event) mandatorily convertible or exchangeable, or convertible or exchangeable at the option of the holder, in whole or in part, prior to the first anniversary of the Termination Date other than into or for Capital Stock (other than Disqualified Stock) of the Company;
provided, however, that any event or circumstance that results in such Indebtedness ceasing to qualify as Subordinated Shareholder Funding, such Indebtedness shall constitute an incurrence of such Indebtedness by the Company, and any and all Restricted Payments made through the use of the net proceeds from the incurrence of
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such Indebtedness since the date of the original issuance of such Subordinated Shareholder Funding shall constitute new Restricted Payments that are deemed to have been made after the date of the original issuance of such Subordinated Shareholder Funding.
“Tax” means any tax (whether income, documentary, sales, stamp, registration, issue, capital, property, excise or otherwise), duty, assessment, levy, impost, fee, charge or withholding imposed by a Governmental Authority, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Authority responsible for the imposition of any such tax. “Taxes” and “Taxation” shall be construed to have corresponding meanings.
“Transaction Security Documents” has the meaning given to such term in the Intercreditor Agreement.
“Transaction Security” has the meaning given to such term in the Facility Agreement.
“U.S. Dollar” or “$” means the lawful currency of the United States of America.
“U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S. Dollars, at any time of determination thereof by the Company or the Agent the amount of U.S. Dollars obtained by converting such currency other than U.S. Dollars involved in such computation into U.S. Dollars at the spot rate for the purchase of U.S. Dollars with the applicable currency other than U.S. Dollars as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Company) on the date of such determination.
“U.S. Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder from time to time in effect.
“U.S. Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in effect.
“Unrestricted Subsidiary” means (i) as of the Second Amendment Effective Date, MUTV and MU Interactive and (ii) any other Subsidiary of the Company (other than an Obligor or any successor to any of them) that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors in accordance with Clause 10 (Designation of Restricted and Unrestricted Subsidiaries), but only to the extent that such Subsidiary:
(a) has no Indebtedness other than Non-Recourse Debt;
(b) except as permitted under Clause 8 (Transactions with Affiliates), is not party to any agreement, contract, arrangement or understanding with the Company or any of its Restricted Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding are no less favourable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;
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(c) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and
(d) has not guaranteed, pledged any of its Subsidiaries’ shares or other of its assets or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.
“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.
“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:
(a) the sum of the products obtained by multiplying (i) the amount of each then remaining instalment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (ii) the number of years (calculated to the nearest one- twelfth) that will elapse between such date and the making of such payment; by
(b) the then outstanding principal amount of such Indebtedness.
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SCHEDULE 18
SCREEN RATE CONTINGENCY PERIODS
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Screen Rate
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Period
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LIBOR
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One Month
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EURIBOR
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One Month
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SIGNATURES
[NOT RESTATED]
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EXECUTION PAGES
THE COMPANY
EXECUTED AS A DEED BY
RED FOOTBALL LIMITED for and on behalf of itself and each Obligor
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By:
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/s/ Joel Glazer
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Name:
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Joel Glazer
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Title:
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Director
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Witness
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/s/ Christopher Rodi
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signature of witness
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Christopher Rodi
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name of witness
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1900 Bausch & Lomb Place, Rochester, NY 14604
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address of witness
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Attorney
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occupation
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THE BORROWER
EXECUTED AS A DEED BY
MANCHESTER UNITED FOOTBALL CLUB LIMITED
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By:
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/s/ Joel Glazer
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Name:
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Joel Glazer
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Title:
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Director
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Witness
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/s/ Christopher Rodi
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signature of witness
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Christopher Rodi
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name of witness
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1900 Bausch & Lomb Place, Rochester, NY,14604
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address of witness
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Attorney
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occupation
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[Fourth Amendment and Restatement Agreement — Signature Page]
THE AGENT
For and on behalf of
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY
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By:
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/s/ Kevin Day
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Name:
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Kevin Day
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Title:
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Vice President
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THE LENDER
For and on behalf of
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY
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By:
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/s/ Michael Reynolds
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Name:
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Michael Reynolds
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Title:
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Vice President
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[Fourth Amendment and Restatement Agreement — Signature Page]
Exhibit 4.2
EXECUTION VERSION
FIRST AMENDMENT AND RESTATEMENT AGREEMENT
DATED 4 April 2019
between
RED FOOTBALL LIMITED
as Company
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY (FORMERLY KNOWN AS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED) and NATIONAL WESTMINSTER BANK PLC
as Continuing Lenders and Increased Lenders
DEUTSCHE BANK AG, LONDON BRANCH
as Continuing Lender
CREDIT SUISSE AG LONDON BRANCH and NOMURA
INTERNATIONAL PLC
as Exiting Lenders
and
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY (FORMERLY KNOWN AS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED)
as Agent
relating to a
REVOLVING FACILITIES AGREEMENT
dated 22 May 2015 as amended pursuant to an amendment letter dated 7 October 2015
TABLE OF CONTENTS
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Clause No.
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Page No.
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1
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DEFINITIONS AND INTERPRETATION
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2
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2
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RESIGNATION OF BORROWER
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3
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3
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TRANSFER OF COMMITMENTS AND LOANS
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4
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4
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AMENDMENT AND RESTATEMENT
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5
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5
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REPRESENTATIONS AND WARRANTIES
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5
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6
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EFFECTIVE DATE
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6
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7
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FEES AND EXPENSES
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6
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8
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CONSENT OF THE GUARANTORS
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6
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9
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MISCELLANEOUS
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7
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10
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THIRD PARTY RIGHTS
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7
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11
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GOVERNING LAW
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8
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SCHEDULE 1 - Conditions Precedent to the Effective Date
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SCHEDULE 2 – First Amended and Restated Facility Agreement
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10
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This FIRST AMENDMENT AND RESTATEMENT AGREEMENT (“First Amendment and Restatement Agreement”) is made the 4 April 2019 among:
(1) RED FOOTBALL LIMITED (registration number 5370076) (the “Company”);
(2) BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY (FORMERLY KNOWN AS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED) (the “Agent”);
(3) BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY (FORMERLY KNOWN AS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED), NATIONAL WESTMINSTER BANK PLC and DEUTSCHE BANK AG, LONDON BRANCH as Original Lenders (the “Continuing Lenders”);
(4) BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY (FORMERLY KNOWN AS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED) and NATIONAL WESTMINSTER BANK PLC as increased Lenders (the “Increased Lenders”); and
(5) CREDIT SUISSE AG LONDON BRANCH and NOMURA INTERNATIONAL PLC as exiting Lenders (the “Exiting Lenders”).
BACKGROUND:
(A) By a revolving facilities agreement dated 22 May 2015 as amended pursuant to an amendment letter dated 7 October 2015 (the “Original Facility Agreement”) between the Company, the Original Lenders (as defined therein), Bank of America, N.A. as Arranger and Bank of America Merrill Lynch International Designated Activity Company (formerly known as Bank of America Merrill Lynch International Limited) as Agent, the Original Lenders agreed to make available a revolving facility to MU Finance Limited (formerly known as MU Finance plc), as Borrower, on the terms and conditions set out in the Original Facility Agreement.
(B) Immediately upon the occurrence of the Transfer (as defined below) pursuant to Clause 6.1 (below), the Continuing Lenders shall together constitute the Majority Lenders, the Super Majority Lenders and all Lenders for the purpose of the Original Facility Agreement and the Restated Facility Agreement (as defined below).
(C) The Parties (as defined below) wish to further amend and restate the Original Facility Agreement to reflect certain changes agreed between them.
1
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this First Amendment and Restatement Agreement:
1.1.1 Unless defined in this First Amendment and Restatement Agreement, a term defined in the Original Facility Agreement has the same meaning in this First Amendment and Restatement Agreement.
1.1.2 “Effective Date” means the date on which the Agent provides the confirmation pursuant to Clause 6 (Effective Date) below.
1.1.3 “Existing Loans” means the Loans made by the Original Lenders under the Original Facility Agreement.
1.1.4 “ICA Deed of Amendment” means the deed of amendment dated on or about the date hereof, in relation to the Intercreditor Agreement, between the Company as Parent, and Bank of America Merrill Lynch International Designated Activity Company in its capacity as Existing Pari Passu Facility Creditor Representative, RCF Agent and Security Trustee.
1.1.5 “Party” means a party to this First Amendment and Restatement Agreement.
1.1.6 “Restated Facility Agreement” means the Original Facility Agreement as amended and restated in the form set out in Schedule 2 (First Amended and Restated Facility Agreement).
1.1.7 “Transfer” means the transfer of the Commitments and participations in Loans of the Exiting Lenders to the Increased Lenders together with all related rights and obligations under the Finance Documents pursuant to Clause 3 (Transfer of Commitments and Loans).
1.1.8 “Transfer Date” means the date on which the Transfer takes place pursuant to Clause 6.1 below.
References in the Original Facility Agreement to “this Agreement”, “hereof”, “hereunder” and expressions of similar import shall be deemed to be references to the Original Facility Agreement (as amended and restated by this First Amendment and Restatement Agreement).
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1.2 Interpretation
1.2.1 “Bank of America Merrill Lynch International Designated Activity Company” is a reference to the successor in title to Bank of America Merrill Lynch International Limited (including, without limitation, its branches) pursuant to and with effect from the merger between Bank of America Merrill Lynch International Limited and Bank of America Merrill Lynch International Designated Activity Company that took effect on 1 December 2018.
1.2.2 Clause 1.2 (Construction) of the Original Facility Agreement will be deemed to be set out in full in this agreement, mutatis mutandis, but as if references in that clause to the Original Facility Agreement were references to this First Amendment and Restatement Agreement.
1.2.3 It is agreed that this First Amendment and Restatement Agreement will constitute a Finance Document for the purposes of the Restated Facility Agreement and a Debt Document under and as defined in the Intercreditor Agreement.
2. RESIGNATION OF BORROWER
2.1 With effect from the Effective Date, the Continuing Lenders hereby consent to the resignation of MU Finance Limited (formerly known as MU Finance plc) as a Borrower (the “Resignation”) and with effect from the Effective Date the Continuing Lenders hereby release MU Finance Limited (formerly known as MU Finance plc) from all actual or contingent obligations as a Borrower only under the Original Facility Agreement, the Restated Facility Agreement and the Finance Documents and that it shall have no further rights or obligations under the Finance Documents as a Borrower.
2.2 The Company confirms that:
2.2.1 no Event of Default is continuing or would result from the Resignation; and
2.2.2 the obligations of MU Finance Limited in its capacity as Guarantor continue to be, subject to the Legal Reservations, legal, valid, binding and enforceable and in full force and effect (subject to the Legal Reservations) and the amount guaranteed by MU Finance Limited as a Guarantor is not decreased.
2.3 The Parties intend and agree that the provisions of this Clause 2 shall constitute a Resignation Letter for the purposes of the Original Facility Agreement receipt of which is hereby acknowledged and consented to by the Agent.
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3. TRANSFER OF COMMITMENTS AND LOANS
3.1 The Parties intend and agree that the provisions of this Clause 3 shall take effect as a Transfer Certificate for the purposes of the Original Facility Agreement and the Restated Facility Agreement, receipt of which is hereby acknowledged and consented to by the Company.
3.2 The Company, the Exiting Lenders, the Increased Lenders and the Agent agree to the transfer by each Exiting Lender of its Commitment to each Increased Lender pursuant to Clause 3.5 below.
3.3 No later than 3 pm one Business Day prior to the Effective Date, the Agent shall notify the Exiting Lenders and the Increased Lenders of:
3.3.1 the Base Currency Amount of each Existing Loan and the amount of the Exiting Lenders’ aggregate participation in that Existing Loan; and
3.3.2 the amount that each Increased Lender is required to pay to the Agent for distribution to the Exiting Lenders on the Transfer Date to ensure that:
(a) the aggregate increased participation of the Increased Lenders in each Existing Loan is equal to the amounts notified to them by the Agent under Clause 3.3.1 above in relation to that Existing Loan, and each such increased participation is divided in equal proportions between the Increased Lenders; and
(b) the Exiting Lenders each receive their proportion of any interest, fees or commission accrued on the Existing Loans on or before the Transfer Date.
3.4 Each Increased Lender shall make all amounts notified to it by the Agent pursuant to Clause 3.3.1 above available on the Effective Date through its Facility Office.
3.5 Subject to Clause 6 (Effective Date), with effect from the Transfer Date:
3.5.1 each Exiting Lender transfers all of its Commitments and related rights and obligations to the Increased Lenders in equal proportions and in accordance with clause 29.5 (Procedure of Transfer) of the Original Facility Agreement; and
3.5.2 each Increased Lender undertakes with each Exiting Lender and each of the other parties to the Original Facility Agreement that it will perform all those obligations which, by the terms of the Original Facility Agreement, will be assumed by it following the Transfer.
3.6 With effect from the Transfer Date each Exiting Lender shall be released from further obligations under the Finance Documents.
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3.7 Any amounts payable to an Exiting Lender by any Obligor pursuant to any Finance Document on or before the Transfer Date in respect of any period ending on or prior to the Transfer Date shall be for the account of that Exiting Lender and the Increased Lenders shall not have any interest in, or any rights in respect of, any such amount.
3.8 Each Increased Lender expressly acknowledges and agrees that it enters into this First Amendment and Restatement Agreement subject to the terms of Clause 29.4 (Limitation of Responsibility of Existing Lenders) of the Original Facility Agreement.
3.9 The Agent agrees that no transfer fee shall be payable by the Increased Lenders to the Agent under Clause 29.3 (Assignment or Transfer Fee) of the Original Facility Agreement or otherwise in connection with the Transfer.
4. AMENDMENT AND RESTATEMENT
4.1 With effect on and from the Effective Date each of the Continuing Lenders confirms that the Original Facility Agreement shall be amended and restated in the form set out in Schedule 2 (Amended and Restated Facility Agreement) (subject to any further amendments and changes made after the date of this First Amendment and Restatement Agreement agreed between the Majority Lenders and the Company) so that the rights and obligations of the Parties relating to their performance on and after the Effective Date under the Original Facility Agreement shall be governed by, and construed in accordance with, the terms of the Restated Facility Agreement.
4.2 The Original Facility Agreement is amended only to the extent set out in this First Amendment and Restatement Agreement. In all other respects the terms of the Finance Documents remain in full force and effect.
4.3 The Parties agree that, with effect on and from the Effective Date, they shall have the rights and take on the obligations ascribed to them under the Restated Facility Agreement and with respect to the Exiting Lenders, Clause 3.6 above.
5. REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Agent that the Repeating Representations are true and accurate in all respects (or, in the case of such Repeating Representations which are not otherwise subject to a materiality threshold or qualification in accordance with their terms, are correct in all material respects) as at the date of this First Amendment and Restatement Agreement and as at the Effective Date.
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6. EFFECTIVE DATE
6.1 Immediately prior to receipt by the Company of written confirmation from the Agent (acting for itself and for the Finance Parties) that it has received, or waived the requirement to receive, the documents and evidence listed in Schedule 1 (Conditions Precedent to the Effective Date) and prior to the occurrence of the Effective Date, the Transfer shall automatically take place without any further action from any party (the “Transfer Date”).
6.2 Immediately following the written confirmation set out in Clause 6.1 above, the Effective Date shall automatically occur without any further action from any party.
6.3 Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the confirmation described in Clause 6.1 above, the Continuing Lenders authorise (but do not require) the Agent to give such confirmation. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such confirmation.
6.4 If the Effective Date does not occur on or before the date falling 30 Business Days after the date of this First Amendment and Restatement Agreement or such later date as the Company and the Agent may agree, then this First Amendment and Restatement Agreement shall lapse and be of no further effect and none of the Parties shall be under any liability under this First Amendment and Restatement Agreement (save in respect of Clause 7 (Fees and Expenses)) and the Original Facility Agreement shall be read and construed as if this First Amendment and Restatement Agreement had never been entered into.
7. FEES AND EXPENSES
7.1 The Company shall, or shall procure that a member of the Group will, pay to the Continuing Lenders an upfront fee in the amount, manner and at the times agreed in a fee letter.
7.2 The Company shall reimburse the Agent promptly on demand for all reasonable charges and expenses (including, without limitation, the fees and expenses of legal advisors (subject to an agreed cap in writing (if any)) which are incurred by the Agent in connection with this First Amendment and Restatement Agreement, the Restated Facility Agreement and the arrangements contemplated thereby, whether or not the Effective Date occurs.
8. CONSENT OF THE GUARANTORS
The Company on behalf of the Guarantors hereby consents, acknowledges and agrees to the amendments and other matters set forth in this First Amendment and Restatement Agreement and hereby confirms and ratifies in all respects the guarantee in Clause 23 (Guarantee and Indemnity)
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in the Original Facility Agreement (including without limitation the continuation of each Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this First Amendment and Restatement Agreement) and the enforceability of such guarantee against such Guarantor in accordance with its terms.
9. ICA AMENDMENT
Immediately following the Transfer Date and immediately prior to the Effective Date, the Continuing Lenders hereby authorise the Agent (in its capacity as RCF Agent under and as defined in the Intercreditor Agreement) to execute the ICA Amendment Deed for and on behalf of itself and the Continuing Lenders.
10. MISCELLANEOUS
10.1 The provisions of Clause 37 (Notices), Clause 39 (Partial Invalidity), Clause 40 (Remedies and Waivers), Clause 41 (Amendments and Waivers) and Clause 46 (Enforcement) of the Original Facility Agreement shall apply to this First Amendment and Restatement Agreement as if set out in this First Amendment and Restatement Agreement, mutatis mutandis, but as if references in those Clauses to the Facility Agreement were references to this First Amendment and Restatement Agreement.
10.2 This First Amendment and Restatement Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which when taken together shall constitute a single instrument, and which counterparts may be delivered by electronic means (including .pdf format).
10.3 The Parties intend this First Amendment and Restatement Agreement shall take effect as a deed, notwithstanding that a party to it may only execute it under hand.
11. THIRD PARTY RIGHTS
11.1 Unless expressly provided to the contrary in this First Amendment and Restatement Agreement, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 (or any analogous provision under any applicable law) to enforce or enjoy the benefit of any term of this First Amendment and Restatement Agreement.
11.2 Notwithstanding any term of this First Amendment and Restatement Agreement, the consent of any person who is not a party is not required to amend, rescind or otherwise vary this First Amendment and Restatement Agreement at any time.
7
12. GOVERNING LAW
This First Amendment and Restatement Agreement and any non-contractual obligations arising out of or in connection with it is governed by English law.
IN WITNESS WHEREOF this First Amendment and Restatement Agreement has been duly executed as a deed and has been delivered by each of the Parties on the date first above written.
8
SCHEDULE 1
Conditions Precedent to the Effective Date
1. Corporate authorisations
(a) A copy of a resolution of the board of directors of the Company:
(i) approving the terms of, and the transactions contemplated by, this First Amendment and Restatement Agreement (including, without limitation, the Schedules attached to this First Amendment and Restatement Agreement) and resolving that it execute, deliver and perform this First Amendment and Restatement Agreement;
(ii) authorising a specified person or persons to execute this First Amendment and Restatement Agreement on its behalf; and
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this First Amendment and Restatement Agreement.
(b) A specimen of the signature of each person authorised by the resolution referred to in paragraph (a) above in relation to this First Amendment and Restatement Agreement and related documents.
(c) A certificate of an authorised signatory of the Company confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on the Acceding Borrower or on any Original Obligor to be exceeded.
(d) A certificate of an authorised signatory of the Company certifying that its constitutional documents as previously delivered to the Agent and each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this First Amendment and Restatement Agreement.
2. Transaction Documents
(a) This First Amendment and Restatement Agreement executed by the Company.
(b) The ICA Deed of Amendment executed by the Company.
(c) A deed of confirmation in form and substance acceptable to the Agent (acting reasonably) from each provider of Transaction Security confirming the continuation of each Transaction Security Document.
3. Legal opinion
A legal opinion of McGuireWoods London LLP as to English law, addressed to the Agent, the Security Trustee and the Lenders.
4. Other documents and evidence
Evidence that the fees, costs and expenses (other than legal fees) then due pursuant to Clause 7 (Fees and Expenses) have been paid or will be paid by the Effective Date
9
SCHEDULE 2
First Amended and Restated Facility Agreement
10
DATED 22 MAY 2015 AS AMENDED PURSUANT TO AN AMENDMENT LETTER DATED 7 OCTOBER 2015 AND AS AMENDED AND RESTATED PURSUANT TO AN AMENDMENT AND RESTATEMENT AGREEMENT DATED 4 APRIL 2019
RED FOOTBALL LIMITED
as the Company
arranged by
BANK OF AMERICA, N.A.
as Arranger
with
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL
DESIGNATED ACTIVITY COMPANY
NATIONAL WESTMINSTER BANK PLC
and
DEUTSCHE BANK AG, LONDON BRANCH
as Original Lenders as of the First Amendment and Restatement
Effective Date
and
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL
DESIGNATED ACTIVITY COMPANY
as Agent and Security Trustee
REVOLVING FACILITIES AGREEMENT
99 Bishopsgate
London EC2M 3XF
United Kingdom
Tel: +44.20.7710.1000
www.lw.com
CONTENTS
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Clause
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Page
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1.
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DEFINITIONS AND INTERPRETATION
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1
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2.
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THE FACILITIES
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45
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3.
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PURPOSE
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51
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4.
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CONDITIONS OF UTILISATION
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51
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5.
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UTILISATION - LOANS
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54
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6.
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UTILISATION - LETTERS OF CREDIT
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55
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7.
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LETTERS OF CREDIT
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59
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8.
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OPTIONAL CURRENCIES
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63
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9.
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ANCILLARY FACILITIES
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63
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10.
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REPAYMENT
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70
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11.
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ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION
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71
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12.
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MANDATORY PREPAYMENT
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73
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13.
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RESTRICTIONS
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74
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14.
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INTEREST
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76
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15.
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INTEREST PERIODS
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77
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16.
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CHANGES TO THE CALCULATION OF INTEREST
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77
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17.
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FEES
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80
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18.
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TAX GROSS-UP AND INDEMNITIES
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83
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19.
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INCREASED COSTS
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93
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20.
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OTHER INDEMNITIES
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96
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21.
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MITIGATION BY THE LENDERS
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97
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22.
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COSTS AND EXPENSES
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97
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23.
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GUARANTEE AND INDEMNITY
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99
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24.
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REPRESENTATIONS
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103
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25.
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INFORMATION UNDERTAKINGS
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109
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26.
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FINANCIAL COVENANT
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115
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27.
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GENERAL UNDERTAKINGS
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119
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28.
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EVENTS OF DEFAULT
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125
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29.
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CHANGES TO THE LENDERS
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131
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30.
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RESTRICTION ON DEBT PURCHASE TRANSACTIONS
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137
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31.
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CHANGES TO THE OBLIGORS
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138
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32.
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ROLE OF THE AGENT, THE ARRANGER, THE ISSUING BANK AND OTHERS
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143
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33.
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CONDUCT OF BUSINESS BY THE FINANCE PARTIES
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153
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34.
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SHARING AMONG THE FINANCE PARTIES
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153
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35.
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PAYMENT MECHANICS
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156
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36.
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SET-OFF
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159
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37.
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NOTICES
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159
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38.
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CALCULATIONS AND CERTIFICATES
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162
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39.
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PARTIAL INVALIDITY
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163
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40.
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REMEDIES AND WAIVERS
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163
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41.
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AMENDMENTS AND WAIVERS
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163
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42.
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CONFIDENTIALITY
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169
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43.
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CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS
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172
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44.
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COUNTERPARTS
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174
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45.
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GOVERNING LAW
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175
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46.
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ENFORCEMENT
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175
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47.
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USA PATRIOT ACT
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176
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SCHEDULE 1
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177
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THE ORIGINAL PARTIES
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SCHEDULE 2
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179
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CONDITIONS PRECEDENT
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SCHEDULE 3
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184
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REQUESTS AND NOTICES
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SCHEDULE 4
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188
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AGREED SECURITY PRINCIPLES
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SCHEDULE 5
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193
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FORM OF TRANSFER CERTIFICATE
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SCHEDULE 6
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197
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FORM OF ASSIGNMENT AGREEMENT
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SCHEDULE 7
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201
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FORM OF ACCESSION DEED
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SCHEDULE 8
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204
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FORM OF RESIGNATION LETTER
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SCHEDULE 9
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206
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FORM OF COMPLIANCE CERTIFICATE
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SCHEDULE 10
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210
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TIMETABLES
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SCHEDULE 11
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213
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FORM OF LETTER OF CREDIT
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SCHEDULE 12
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216
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MATERIAL COMPANIES
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SCHEDULE 13
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217
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FORMS OF NOTIFIABLE DEBT PURCHASE TRANSACTION NOTICE
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SCHEDULE 14
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219
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TABLE OF VALUES FOR X
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SCHEDULE 15
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220
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RESTRICTIVE COVENANTS
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SCHEDULE 16
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262
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ADDITIONAL EVENTS OF DEFAULT
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SCHEDULE 17
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263
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FORM OF ADDITIONAL FACILITY LENDER ACCESSION NOTICE
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SCHEDULE 18
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267
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ADDITIONAL FACILITY NOTICE
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SCHEDULE 19
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270
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FORM OF SUBSTITUTE AFFILIATE LENDER DESIGNATION NOTICE
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SCHEDULE 20
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273
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FORM OF INCREASE CONFIRMATION
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SCHEDULE 21
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277
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SCREEN RATE CONTINGENCY PERIODS
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THIS AGREEMENT is dated 22 May 2015 as amended pursuant to an amendment letter dated 7 October 2015 and as amended and restated pursuant to an amendment and restatement agreement dated 4 April 2019 and made between:
(1) RED FOOTBALL LIMITED (registration number 5370076) (the “Company”);
(2) MU FINANCE LIMITED (FORMERLY KNOWN AS MU FINANCE PLC) (registration number 07088267) (“MUF”) as original borrower (the “Original Borrower”);
(3) THE SUBSIDIARIES of the Company listed in Part 1 of Schedule 1 (The Original Parties) as original guarantors (together with the Company, the “Original Guarantors”);
(4) BANK OF AMERICA, N.A. as mandated lead arranger (the “Arranger”);
(5) THE FINANCIAL INSTITUTIONS listed in Part 2 of Schedule 1 (The Original Parties) as lenders (the “Original Lenders”);
(6) BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY (FORMERLY KNOWN AS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED) as agent of the other Finance Parties (the “Agent”);
(7) BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY (FORMERLY KNOWN AS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED) as security trustee for the Secured Parties (the “Security Trustee”); and
(8) BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY (FORMERLY KNOWN AS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED) as Issuing Bank (as defined below).
IT IS AGREED as follows:
SECTION 1
INTERPRETATION
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement:
“Acceleration Event” means, following the occurrence of an Event of Default which is then continuing
(a) the Agent:
(i) giving a notice of acceleration pursuant to, and in accordance with, paragraph (a)(ii), (a)(iv), (a)(vi) or (a)(viii) (but only if such notice relates to the enforcement of Transaction Security) of Clause 28.9 (Acceleration); or
(ii) having previously placed any part of a Facility on demand pursuant to, and in accordance with, paragraph (a)(iii), (a)(v) or (a)(vii) of Clause 28.9 (Acceleration), making a demand for payment as referred to therein,
1
which notice or demand has not been withdrawn, cancelled or otherwise ceased to have effect; or
(b) any amount becoming immediately and automatically due and payable pursuant to paragraph (b) of 28.9 (Acceleration) unless prior to such amount becoming immediately and automatically due and payable the operation of paragraph (b) of Clause 28.9 (Acceleration) is waived by the Majority Lenders.
“Acceptable Bank” means:
(a) a bank or financial institution which has a rating for its unsecured and non credit-enhanced debt obligations of BBB or higher by Standard & Poor’s Rating Services, BBB or higher by Fitch Ratings or Baa2 or higher by Moody’s Investor Services Limited or a comparable rating from an internationally recognised credit rating agency;
(b) any Finance Party or an Affiliate of a Finance Party; or
(c) any other bank or financial institution approved by the Agent (acting reasonably).
“Accession Deed” means a document substantially in the form set out in Schedule 7 (Form of Accession Deed).
“Accounting Principles” means:
(a) in relation to the consolidated financial statements of the Group, IFRS; and
(b) in relation to any member of the Group, generally accepted accounting principles in the jurisdiction of incorporation of the relevant member of the Group or IFRS.
“Accounting Reference Date” means 30 June.
“Additional Borrower” means a company which becomes an Additional Borrower in accordance with Clause 31 (Changes to the Obligors).
“Additional Facility” has the meaning given to that term in Clause 2.3 (Additional Facilities).
“Additional Facility Borrower” means a member of the Group which becomes an
Additional Borrower in respect of an Additional Facility in accordance with Clause 31 (Changes to the Obligors).
“Additional Facility Commencement Date” means, in respect of an Additional Facility, the date specified as the “Commencement Date” in the Additional Facility Notice relating to that
Additional Facility.
“Additional Facility Commitment” means:
(a) in relation to an original Additional Facility Lender, the amount in the Base Currency set opposite its name in any Additional Facility Notice and the amount of any other Additional Facility Commitment transferred to it under this Agreement; and
(b) in relation to any other Additional Facility Lender, the amount in the Base Currency of any Additional Facility Commitment transferred to it under this Agreement,
to the extent not cancelled, reduced or transferred by it under this Agreement.
2
“Additional Facility Lender” has the meaning given to that term in Clause 2.3 (Additional Facilities).
“Additional Facility Lender Accession Notice” means a notice substantially in the form set out in Schedule 17 (Form of Additional Facility Lender Accession Notice) or any other form agreed by the Agent and the Company (each acting reasonably).
“Additional Facility Loan” means a loan made or to be made under an Additional Facility or the principal amount outstanding for the time being of that loan.
“Additional Facility Notice” means a notice substantially in the form set out in Schedule 18 (Form of Additional Facility Notice) or any other form agreed by the Agent and the Company (each acting reasonably).
“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 31 (Changes to the Obligors).
“Additional Obligor” means an Additional Borrower or an Additional Guarantor.
“Additional Shareholder Funding” means the net cash proceeds received by the Company of:
(a) any subscription for shares in the capital of the Company or capital contribution to the Company that does not result in the occurrence of a Change of Control; and/or
(b) any debt advanced to the Company by any direct or indirect Holding Company of the Company or any Investor Affiliate provided after the Closing Date and subordinated on the terms of the Intercreditor Agreement as Subordinated Liabilities (as defined therein) or on other terms acceptable to the Agent (acting reasonably).
“Adjustments” means “Adjustments” as defined in Schedule 14 (Table of values for X).
“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company; provided that in relation to The Royal Bank of Scotland plc, the term “Affiliate” shall not include:
(a) the UK government or any member or instrumentality thereof, including Her Majesty’s Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof); or
(b) any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof (including Her Majesty’s Treasury and UK Financial Investments Limited) and which are not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings (as defined in the Companies Act 2006).
“Affiliate Ancillary Lender Notice” has the meaning given to that term in Clause 9.8 (Affiliates of Lenders as Ancillary Lenders).
“Agent’s Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.
“Agreed Security Principles” means the agreed security principles set out in Schedule 4 (Agreed Security Principles).
“Alternative Reference Bank Rate” means:
3
(a) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Alternative Base Reference Banks:
(i) in relation to LIBOR:
(A) (other than where paragraph (i)(B) below applies) as the rate at which the relevant Alternative Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or
(B) if different, as the rate (if any and applied to the relevant Alternative Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator; or
(ii) in relation to EURIBOR:
(A) (other than where paragraph (ii)(B) below applies) as the rate at which the relevant Alternative Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in euro within the Participating Member States for the relevant period; or
(B) if different, as the rate (if any and applied to the relevant Alternative Reference Bank and the relevant period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.
“Alternative Reference Banks” means:
(a) in relation to a Loan in a currency other than euro, the principal London offices of up to three banks as may be appointed by the Company with the consent of the Agent (such consent not to be unreasonably withheld and deemed given if not expressly refused within five Business Days of the Company giving the Agent notice that it wishes to appoint any such bank) from time to time provided that each such appointed bank has confirmed that it is able to act in such capacity;
(b) in relation to a Loan in euro, the principal Amsterdam, Brussels, Frankfurt, London, Luxembourg or Paris offices of up to three banks as may be appointed by the Company with the consent of the Agent (such consent not to be unreasonably withheld and deemed given if not expressly refused within five Business Days of the Company giving the Agent notice that it wishes to appoint any such bank) from time to time provided that each such appointed bank has confirmed that it is able to act in such capacity; or
(c) such other banks as may be appointed by the Agent in consultation with the Company.
“Ancillary Commencement Date” means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made available, which date shall be a Business Day within the Availability Period for the Facility.
“Ancillary Commitment” means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base Currency Amount which that Ancillary Lender has agreed
4
(whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorised as such under Clause 9 (Ancillary Facilities), to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility.
“Ancillary Document” means each document relating to or evidencing the terms of an Ancillary Facility.
“Ancillary Facility” means any ancillary facility made available by an Ancillary Lender in accordance with Clause 9 (Ancillary Facilities).
“Ancillary Lender” means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause 9 (Ancillary Facilities).
“Ancillary Outstandings” means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in force the aggregate of the equivalents (as determined by such Ancillary Lender acting reasonably) in the Base Currency of the following amounts outstanding under that Ancillary Facility:
(a) the principal amount under each overdraft facility and on-demand short term loan facility (net of any credit balances on any account of any Borrower of an Ancillary Facility with the Ancillary Lender or any Affiliate of the Ancillary Facility Lender making available that Ancillary Facility to the extent that the credit balances are freely available to be set off by that Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility);
(b) the face amount of each guarantee, bond and letter of credit under that Ancillary Facility (net of any cash cover provided in respect thereof to the extent that such cash cover is freely available to be applied by that Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility in respect of such guarantee, bond or letter of credit); and
(c) the amount fairly representing the aggregate exposure (excluding interest and similar charges) of that Ancillary Lender under each other type of accommodation provided under that Ancillary Facility,
in each case as determined by such Ancillary Lender, acting reasonably in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.
“Annual Financial Statements” has the meaning ascribed to such term in Clause 25 (Information Undertakings).
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to a Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.
“Anti-Money Laundering Laws” means all applicable financial record keeping and reporting requirements and money laundering statutes in all jurisdictions in which the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency.
“Assigned Account” means any Mandatory Prepayment Account (as defined in any Debt Document (as defined in the Intercreditor Agreement)) and any other account that may from time to time be identified in writing as an Assigned Account by the Security Trustee and the
5
Company in accordance with the terms of the applicable Transaction Security Documents, including any renewal or redesignation of such accounts.
“Assignment Agreement” means an agreement substantially in the form set out in Schedule 6 (Form of Assignment Agreement) or any other form agreed between the relevant assignor, assignee and the Company provided that if that other form does not contain the undertaking set out in the form set out in Schedule 6 (Form of Assignment Agreement) it shall not be a Creditor/Creditor Representative Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.
“Auditors” means an accounting firm of international standing appointed by the Company (which shall include, for the avoidance of doubt, the auditors of the Group as of the Closing Date).
“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
“Availability Period” means:
(a) in relation to the Initial Facility, the period from and including the Closing Date to and including the date falling one month prior to the Initial Termination Date; and
(b) in relation to any Additional Facility, as set out in the Additional Facility Notice relating to that Additional Facility (or as otherwise agreed by the relevant Borrower(s) and the Additional Facility Lender(s) under that Additional Facility from time to time).
“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus (subject to Clause 9.8 (Affiliates of Lenders as Ancillary Lenders) and as set out below):
(a) the Base Currency Amount of its participation in any outstanding Utilisations under that Facility and the Base Currency Amount of the aggregate of its (and its Affiliate’s) Ancillary Commitments; and
(b) in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made under that Facility on or before the proposed Utilisation Date and the Base Currency Amount of its (and its Affiliate’s) Ancillary Commitment in relation to any new Ancillary Facility that is due to be made available on or before the proposed Utilisation Date.
For the purposes of calculating a Lender’s Available Commitment in relation to any proposed Utilisation the following amounts shall not be deducted from a Lender’s Commitment under that Facility:
(i) that Lender’s participation in any Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date; and
(ii) that Lender’s (or its Affiliate’s) Ancillary Commitments to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date.
“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility.
“Bail-In Action” means the exercise of any Write-down and Conversion Powers.
“Bail-In Legislation” means:
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(i) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms , the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and
(ii) in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.
“BAML Facility” means the facility made available to the Issuer and documented by the BAML Facility Agreement
“BAML Facility Agreement” means the term loan agreement dated 20 May 2013 as amended and restated pursuant to an amendment and restatement agreement dated 11 August 2014 and an amendment and restatement agreement dated 15 May 2015 (as amended and/or restated from time to time) between, amongst others, the Company, the Issuer, Bank of America, N.A. (as original lender) and Bank of America, N.A. (as agent).
“Bank Levy” means:
(a) the UK bank levy as set out in the Finance Act 2011;
(b) the German bank levy as set out in the German Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz) (as amended);
(c) the French taxe bancaire de risque systémique as set out under article 235 ter ZE of the French Tax Code; and
(d) any other levy or tax of a similar nature in force (or formally announced) as at the date of this Agreement and imposed in any jurisdiction by reference to the assets or liabilities of a financial institution or other entity carrying out financial transactions and in relation to which a Lender would reasonably be able to quantify the relevant cost of compliance as at the date of this Agreement.
“Base Case Model” means the financial model including profit and loss, balance sheet and cashflow projections in agreed form relating to the Group.
“Base Currency” means sterling.
“Base Currency Amount” means:
(a) in relation to a Utilisation, the amount specified in the Utilisation Request delivered by (or on behalf of) a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement) and, in the case of a Letter of Credit, as adjusted under Clause 6.8 (Revaluation of Letters of Credit); and
(b) in relation to an Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Company pursuant to Clause 9.2 (Availability) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Ancillary Commencement Date for that Ancillary
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Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with the terms of this Agreement),
as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation, or (as the case may be) cancellation or reduction of an Ancillary Facility.
“Base Reference Bank Rate” means:
(a) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks:
(i) in relation to LIBOR:
(A) (other than where paragraph (i)(B) below applies) as the rate at which the relevant Base Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or
(B) if different, as the rate (if any and applied to the relevant Base Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator; or
(ii) in relation to EURIBOR:
(A) (other than where paragraph (ii)(B) below applies) as the rate at which the relevant Base Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in euro within the Participating Member States for the relevant period; or
(B) if different, as the rate (if any and applied to the relevant Base Reference Bank and the relevant period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.
“Base Reference Banks” means:
(a) in relation to LIBOR, the principal London offices of up to three banks as may be appointed by the Company with the consent of the Agent from time to time (such consent not to be unreasonably withheld and deemed given if not expressly refused within five Business Days of the Company giving the Agent notice that it wishes to appoint any such bank) provided that each such appointment bank has confirmed that it is able to act in such capacity;
(b) in relation to EURIBOR, the principal Amsterdam, Brussels, Frankfurt, London, Luxembourg or Paris offices of up to three banks as may be appointed by the Company with the consent of the Agent from time to time (such consent not to be unreasonably withheld and deemed given if not expressly refused within five Business Days of the Company giving the Agent notice that it wishes to appoint any such bank) provided that each such appointment bank has confirmed that it is able to act in such capacity; or
(c) such other banks as may be appointed by the Agent in consultation with the Company.
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“Borrower” means the Original Borrower, MUFC or an Additional Borrower unless, in each case, it has ceased to be a Borrower in accordance with Clause 31 (Changes to the Obligors) and, in respect of an Ancillary Facility only, any Affiliate of a Borrower that becomes a borrower of that Ancillary Facility with the approval of the relevant Ancillary Lender or Affiliate of an Ancillary Facility Lender pursuant to Clause 9.9 (Affiliates of Borrowers).
“Borrowings” has the meaning given to that term in Clause 26.1 (Financial definitions).
“Break Costs” means the amount (if any) by which:
(a) the interest excluding the Margin which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;
exceeds:
(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.
“Budget” means:
(a) in relation to the period beginning on 1 July 2014 and ending on 30 June 2015, the Base Case Model in agreed form to be delivered by the Company to the Agent pursuant to Clause 4.1 (Initial conditions precedent); and
(b) in relation to any other period, any budget delivered by the Company to the Agent in respect of that period pursuant to Clause 25.4 (Budget).
“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York:
(a) (in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency; or
(b) (in relation to any date for payment or purchase of euro) any TARGET Day.
“Cash” means cash in hand and credit balances or amounts on deposit in an account in the name of a member of the Group with an Acceptable Bank which are freely transferable and freely convertible and accessible by a member of the Group within 30 days so long as repayment of that cash is not contingent on the prior discharge of any other indebtedness of any person or on the satisfaction of any other condition (other than the making of a withdrawal request by a member of the Group where that member of the Group is freely able to make such a request at its discretion and without any restriction) and that cash is not subject to any Security (other than Transaction Security, Permitted Liens or Permitted Collateral Liens).
“Cash Equivalent Investments” means at any time:
(a) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;
(b) any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state
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of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating which:
(i) matures within one year after the relevant date of calculation; and
(ii) is not convertible or exchangeable to any other security,
provided that the relevant issuer or guarantor is rated at least BBB or higher by Standard & Poor’s Rating Services, BBB or higher by Fitch Ratings or Baa2 or higher by Moody’s Investor Services Limited;
(c) open market commercial paper not convertible or exchangeable to any other security:
(i) for which a recognised trading market exists;
(ii) issued by an issuer incorporated in the U.S., the United Kingdom, any member state of the European Economic Area or any Participating Member State;
(iii) which matures within one year after the relevant date of calculation; and
(iv) which has a credit rating of either BBB or higher by Standard & Poor’s Rating Services, BBB or higher by Fitch Ratings or Baa2 or higher by Moody’s Investor Services Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its unsecured and non credit enhanced debt obligations, an equivalent rating;
(d) sterling bills of exchange issued eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or any dematerialised equivalent);
(e) investments accessible within 30 days in money market funds which:
(i) have a credit rating of either BBB or higher by Standard & Poor’s Rating Services, BBB or higher by Fitch Ratings or Baa2 or higher by Moody’s Investor Services Limited; and
(ii) invest substantially all their assets in securities of the types described in paragraphs (a) to (e) above; or
(f) any other debt security approved by the Majority Lenders,
in each case, to which any member of the Group is beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than the Transaction Security Documents).
“CFC” means a “controlled foreign corporation” (as defined in Section 957(a) of the Code) for U.S. federal income tax purposes.
“CFC Obligor” means an Obligor that is a CFC.
“Champions League” means the UEFA Champions League and any successor or replacement competition.
“Champions League Adjustment Spreadsheet” means the spreadsheet delivered pursuant to Part 1 of Schedule 2 (Conditions Precedent).
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“Champions League Non Qualification Event” means the failure by the first team of Manchester United Football Club to qualify (in any season) for the first round group stages (or its equivalent from time to time) of the Champions League.
“Change of Control” means:
(a) a Note Change of Control as defined in Schedule 15 (Restrictive Covenants); or
(b) where the Original Investors cease to, directly or indirectly, beneficially hold in aggregate issued share capital having the right to cast more than 30 per cent of the votes capable of being cast at a general meeting of the Company; or
(c) where any shareholder or group of shareholders acting in concert (other than the Original Investors) acquire (directly or indirectly) issued share capital having the right to cast a greater percentage of the votes capable of being cast at a general meeting of the Company than is, directly or indirectly, beneficially held in aggregate by the Original Investors.
For the purposes of this definition, “acting in concert” means, a group of shareholders who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Company by any of them, either directly or indirectly, to obtain or consolidate control of the Company.
“Charged Property” means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.
“Closing Date” has the meaning given to that term in Schedule 15 (Restrictive Covenants).
“Code” means the United States Internal Revenue Code of 1986 as amended.
“Commitment” means an Initial Facility Commitment or an Additional Facility Commitment.
“Compliance Certificate” means a certificate substantially in the form set out in Schedule 9 (Form of Compliance Certificate) or any other form agreed by the Agent (acting reasonably) and the Company.
“Confidential Information” means all information relating to the Company, any Investor Affiliate, any Obligor, the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:
(a) any member of the Group, any Investor Affiliate or any of their respective advisers; or
(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group, any Investor Affiliate or any of their respective advisers or in breach of any duty of confidentiality,
in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes
(i) information that:
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(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 42 (Confidentiality); or
(B) is identified in writing at the time of delivery as non-confidential by any member of the Group, any Investor Affiliate or any of their respective advisers; or
(C) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group, the Investor Affiliates or any of their respective advisers and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and
(ii) any Funding Rate or Reference Bank Quotation.
“Confidentiality Undertaking” means a confidentiality undertaking substantially in the recommended form of the LMA at the relevant time or in any other form agreed between the Company and the Agent (acting reasonably), which, in each case, is addressed to, or capable of being relied upon by, the Company without requiring its signature by virtue of reliance on the Third Parties Act and is not capable of being materially amended without the Company’s prior written consent (acting reasonably).
“Consolidated EBITDA” has the meaning given to such term in Clause 26.1 (Financial definitions).
“Consolidated Net Finance Charges” has the meaning given to such term in Clause 26.1 (Financial definitions).
“CTA” means the Corporation Tax Act 2009.
“Debt Document” has the meaning given to it in the Intercreditor Agreement.
“Debt Purchase Transaction” means, in relation to a person, a transaction where such person:
(a) purchases by way of assignment or transfer;
(b) enters into any sub-participation in respect of; or
(c) enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,
any Commitment or amount outstanding under this Agreement.
“Default” means an Event of Default or any event or circumstance specified in Clause 28 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default provided that any such event which is subject to a qualification as to materiality or requires a determination to be made shall not constitute a Default unless such qualification is satisfied or such determination is made, as the case may be.
“Defaulting Lender” means any Lender (other than a Lender which is an Investor Affiliate):
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(a) which has failed to make its participation in a Loan available or has notified the Agent or the Company (which has notified the Agent) that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation) or has failed to provide cash collateral (or has notified the Issuing Bank or the Company (which has notified the Agent) that it will not provide cash collateral) in accordance with Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender);
(b) which has otherwise rescinded or repudiated a Finance Document;
(c) which is an Issuing Bank which has failed to issue a Letter of Credit (or has notified the Agent or the Company (which has notified the Agent)) that it will not issue a Letter of Credit (as the case may be) in accordance with Clause 6.5 (Issue of Letter of Credit) or which has failed to pay a claim (or has notified the Agent or the Company (which has notified the Agent) that it will not pay a claim) in accordance with (and as defined in) Clause 7.2 (Claims under a Letter of Credit); or
(d) with respect to which an Insolvency Event has occurred and is continuing,
unless, in the case of paragraphs (a) and (c) above:
(i) its failure to pay is caused by:
(A) administrative or technical error; or
(B) a Disruption Event; and
payment is made within three Business Days of its due date; or
(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question and the Agent has notified the Company and the other Lenders that this is the case.
“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Trustee.
“Designated Gross Amount” has the meaning given to that term in Clause 9.2 (Availability).
“Designated Net Amount” has the meaning given to that term in Clause 9.2 (Availability).
“Disruption Event” means either or both of:
(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with a Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or
(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:
(i) from performing its payment obligations under the Finance Documents; or
(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,
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and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway and any other country that becomes a member of the European Economic Area on or after the First Amendment and Restatement Effective Date.
“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:
(a) air (including, without limitation, air within natural or man-made structures, whether above or below ground);
(b) water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and
(c) land (including, without limitation, land under water).
“Environmental Claim” means any claim, proceedings or investigation by any person in respect of any Environmental Law.
“Environmental Law” means any applicable law or regulation of any jurisdiction in which a member of the Group conducts its business and which is binding on that member of the Group and which relates to:
(a) the pollution or protection of the Environment;
(b) the conditions of the workplace; or
(c) the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.
“EU Bail-In Legislation Schedule” means the document described as such and published by the LMA (or any successor person) from time to time.
“EURIBOR” means, in relation to any Loan in euro:
(a) the applicable Screen Rate;
(b) (if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or
(c) if:
(i) no Screen Rate is available for the Interest Period of that Loan; and
(ii) it is not possible to calculate the Interpolated Screen Rate for that Loan,
the Base Reference Bank Rate,
as of, in each case the Specified Time on the Quotation Day for euro and for a period equal in length to the Interest Period of that Loan and, if that rate is less than zero, EURIBOR shall be deemed to be zero.
“Event of Default” means any event or circumstance specified as such in Clause 28 (Events of Default).
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“Excluded Subsidiary” means:
(a) MUTV;
(b) Alderley Urban Investments Limited (a company incorporated in England and Wales with registered number 03132053);
(c) each member of the New Holdco Group;
(d) provided that such Restricted Subsidiary has been designated by the Company by written notice to the Agent as an Excluded Subsidiary, a Restricted Subsidiary formed solely for the purpose of holding one or more assets or properties that are to be financed, in whole or in part, with Indebtedness (as defined in Schedule 15 (Restrictive Covenants)) incurred pursuant to paragraph (d) or (n) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) of Schedule 15 (Restrictive Covenants) if the only assets and properties (other than assets that are de minimis in value) owned by such Restricted Subsidiary are financed, in whole or in part, with Indebtedness incurred pursuant to paragraphs (d) or (n) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) of Schedule 15 (Restrictive Covenants) for so long as any such Indebtedness remains outstanding and an obligation of such Restricted Subsidiary (it being understood that promptly upon the retirement or repayment of such Indebtedness or the assumption of such Indebtedness by a Person other than such Restricted Subsidiary, such Restricted Subsidiary shall cease to be an Excluded Subsidiary and shall, subject to the Agreed Security Principles, become an Additional Guarantor (to the extent it would otherwise be required to do so)); and
(e) provided that such Restricted Subsidiary has been designated by the Company by written notice to the Agent as an Excluded Subsidiary, any Person that becomes a Restricted Subsidiary after the Closing Date as a result of the acquisition of such Person by a Restricted Subsidiary of the Company (other than Red Football Junior Limited) where such Person will have outstanding, following the consummation of such acquisition, Indebtedness as defined in Schedule 15 (Restrictive Covenants) permitted to be incurred pursuant to paragraph (l) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) of Schedule 15 (Restrictive Covenants) and such Person would be required to obtain the consent of the holders of such Indebtedness to become an Additional Guarantor or grant Transaction Security, for so long as any such Indebtedness remains outstanding and an obligation of such Person (it being understood that promptly upon the retirement or repayment of such Indebtedness or the assumption of such Indebtedness by a Person other than such Person, such Person shall cease to be an Excluded Subsidiary and shall, subject to the Agreed Security Principles, become an Additional Guarantor (to the extent it would otherwise be required to do so)).
“Existing Facility” means the facility made available to the Company, MUL and MUFC documented by the Existing Facility Agreement.
“Existing Facility Agreement” means the revolving facilities agreement dated 29 January 2010 (as amended from time to time) between, amongst others, the Company, J.P. Morgan Europe Limited as agent and security trustee, JPMorgan Chase Bank, N.A. as alternative L/C fronting bank and the lenders listed therein.
“Existing Notes” means the $425,000,000 83/8% senior secured notes due 2017.
“Existing Security Documents” means:
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(a) the English law debenture dated 29 January 2010 between the Company, Red Football Junior Limited, MUL, MUFC and MUF and J.P. Morgan Europe Limited
(the “Existing Debenture”);
(b) the English law mortgage dated 29 January 2010 between MUL and J.P. Morgan Europe Limited;
(c) the English law mortgage dated 29 January 2010 between MUFC and J.P. Morgan Europe Limited; and
(d) the English law mortgage dated 23 April 2010 between MUL and J.P. Morgan Europe Limited.
“Expiry Date” means, for a Letter of Credit, the last day of its Term.
“Facility” means an Initial Facility or any Additional Facility.
“Facility Office” means:
(a) in respect of a Lender or an Issuing Bank, the office or offices notified by that Lender or Issuing Bank to the Agent in writing on or before the date it becomes a Lender or a Issuing Bank (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or
(b) in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.
“Fallback Interest Period” means one Month.
“FATCA” means:
(a) sections 1471 to 1474 of the Code or any associated regulations;
(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or
(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
“FATCA Application Date” means:
(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or
(b) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.
“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.
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“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.
“Fee Letter” means:
(a) any letter or letters dated on or about the date of this Agreement including between the Arranger and the Company and/or the Original Lenders and the Company and/or the Agent and the Company and/or the Security Trustee and the Company setting out any of the fees referred to in Clause 17 (Fees); and
(b) any agreement setting out fees payable to a Finance Party referred to in Clause 17.6 (Fees payable in respect of Letters of Credit) or Clause 17.7 (Interest, commission and fees on Ancillary Facilities) of this Agreement or under any other Finance Document.
“Finance Document” means this Agreement, the First Amendment and Restatement Agreement, the First Amendment Letter, any Accession Deed, any Ancillary Document, any Compliance Certificate, any Fee Letter, the Intercreditor Agreement, the Security Confirmation Deed, any Resignation Letter, any Transaction Security Document, any Utilisation Request, any Additional Facility Notice, any Additional Facility Lender Accession Notice and any other document designated as a “Finance Document” by the Agent and the Company.
“Finance Party” means the Agent, the Arranger, the Security Trustee, a Lender, any Issuing Bank or any Ancillary Lender.
“Financial Indebtedness” means any indebtedness for or in respect of, and without double counting:
(a) monies borrowed or raised (other than Subordinated Shareholder Funding and/or Additional Shareholder Funding);
(b) any amount raised by acceptance under any acceptance credit facility or by a bill discounting or factoring credit facility;
(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
(d) the amount of any liability in respect of any lease or hire purchase contract or other agreement which would, in accordance with the Accounting Principles, be treated as a finance or capital lease;
(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
(f) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account, together with the effect of any applicable netting arrangement);
(g) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;
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(h) any amount raised by the issue of shares in the Company or any other member of the Group which is not held by another member of the Group which by their terms are redeemable (mandatorily or at the holder’s option);
(i) any amount of any liability under an advance or deferred purchase agreement in respect of a fixed asset if such agreement was demonstrably entered into primarily as a method of raising finance;
(j) any amount raised under any other transaction (including any forward sale or purchase agreement but not in relation to deferred payments for players) having the commercial effect of a borrowing; and
(k) the amount of any liability in respect of any guarantee or indemnity or similar assurance against financial loss for any of the items referred to in the preceding paragraphs of this definition.
“Financial Quarter” has the meaning given to that term in Clause 26.1 (Financial definitions).
“Financial Stability Board” means the Financial Stability Board (or any successor or replacement organisation from time to time).
“Financial Year” has the meaning given to that term in Clause 26.1 (Financial definitions).
“First Amendment and Restatement Agreement” means the amendment and restatement agreement relating to this Agreement dated 4 April 2019 and made between, inter alia, the Company and the Agent.
“First Amendment and Restatement Effective Date” means the Effective Date as defined in the First Amendment and Restatement Agreement.
“First Amendment Letter” means the amendment letter relating to this Agreement dated 7
October 2015 and made between, the Company and the Agent.
“Football Creditors” has the meaning given to such term in rule E.35 (or any equivalent provision) of the Premier League Handbook.
“Funding Rate” means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 16.4 (Cost of funds).
“Funds Flow Statement” means a funds flow statement delivered to the Agent under Clause 4.1 (Initial conditions precedent) and which shall be a purely mechanical and administrative statement and which will not have to be in form and substance satisfactory to the Agent or the Lenders.
“Group” means the Company and each of its Restricted Subsidiaries from time to time.
“Group Structure Chart” means the group structure chart in the agreed form delivered to the Agent under Clause 4.1 (Initial conditions precedent).
“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 31 (Changes to the Obligors).
“Historic Screen Rate” means, in relation to any Loan, the most recent applicable Screen Rate for the currency of that Loan and for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than five Business Days before the Quotation Day.
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“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.
“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.
“Impaired Agent” means the Agent at any time when:
(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;
(b) the Agent otherwise rescinds or repudiates a Finance Document or expresses an intention to do so;
(c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or
(d) an Insolvency Event has occurred and is continuing with respect to the Agent,
unless, in the case of paragraph (a) above:
(i) its failure to pay is caused by:
(A) administrative or technical error; or
(B) a Disruption Event; and
payment is made within three Business Days of its due date; or
(ii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question and the Agent has notified the Company and the Lenders that this is the case.
“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 20 (Form of Increase Confirmation) or any other form agreed between the Agent and the Company (in each case acting reasonably).
“Increase Date” means, in relation to an increase, the later of:
(a) the proposed Increase Date specified in the relevant Increase Confirmation; and
(b) the date on which the Agent executes the relevant Increase Confirmation.
“Increase Lender” has the meaning given to that term in Clause 2.2 (Increase).
“Industrial Competitor” means a person (or an Affiliate of a person):
(a) who in the ordinary course of business is in direct competition with the Group (which shall include Unrestricted Subsidiaries for the purposes of the definition of Industrial Competitor only) in any of its business activities carried on by the Group (including, without limitation, any owner of, controlling shareholder or any shareholder who has the right to appoint a director to the board (or equivalent body) of any professional football club); or
(b) who has the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting (or equivalent) of an entity
19
which falls within paragraph (a) above or who holds beneficially more than 50 per cent. of the issued share capital (or equivalent) of an entity which falls within paragraph (a) above (any such person, a “Competitor Shareholder”), any Affiliate of a Competitor Shareholder, any trust of which a Competitor Shareholder or any of its Affiliates is a trustee, any partnership of which a Competitor Shareholder or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, a Competitor Shareholder or any of its Affiliates.
“Initial Facility” means the revolving credit facility made available under this Agreement as described in paragraph (a) of Clause 2.1 (The Facilities).
“Initial Facility Commitment” means:
(a) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Initial Facility Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Initial Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and
(b) in relation to any other Lender, the amount in the Base Currency of any Initial Facility Commitment transferred to it under this Agreement or assumed by in accordance with Clause 2.2 (Increase),
to the extent not cancelled, reduced or transferred by it under this Agreement.
“Initial Facility Loan” means a loan made or to be made under the Initial Facility or the principal amount outstanding for the time being of that loan.
“Initial Termination Date” means in respect of the Initial Facility, the date falling six years after the First Amendment and Restatement Effective Date.
“Insolvency Event” in relation to a Finance Party means that the Finance Party:
(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;
(c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;
(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;
(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:
20
(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or
(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;
(f) has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;
(g) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
(h) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;
(i) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;
(j) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs
(a) to (i) above; or
(k) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.
“Intellectual Property” means:
(a) any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, inventions, knowhow and other intellectual property rights and interests (which may on or after the date of this Agreement subsist), whether registered or unregistered; and
(b) the benefit of all applications and rights to use such assets of each member of the Group (which may on or after the date of this Agreement subsist).
“Intercreditor Agreement” means the intercreditor agreement dated 29 January 2010, as amended and restated on or about the Closing Date (as may be further amended and/or restated from time to time) and made between, among others, the Company, the Debtors, the Security Trustee (as Security Trustee), the Agent (as RCF Agent), the Lenders (as RCF Lenders), the Arranger (as Arranger), the Ancillary Lenders (as RCF Lenders), the Hedge Counterparties and the Intra-Group Lenders (as each term is defined therein).
“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 15 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 14.3 (Default interest).
“Interpolated Historic Screen Rate” means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:
21
(a) the most recent applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and
(b) the most recent applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,
each for the currency of that Loan and each of which is as of a day which is no more than five Business Days before the Quotation Day.
“Interpolated Screen Rate” means, in relation to EURIBOR or LIBOR for any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:
(a) the applicable Screen Rate for the longest period (for which that Screen Rate is applicable) which is less than the Interest Period for that Loan; and
(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is applicable) which exceeds the Interest Period of that Loan,
each as of the Specified Time on the Quotation Day for the currency of that Loan.
“Investor Affiliate” means each Original Investor, each “Affiliate” (as defined in Schedule 15 (Restrictive Covenants)) of an Original Investor, any trust of which an Original Investor or any of its Affiliates is a trustee, any partnership of which an Original Investor or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, an Original Investor or any of its Affiliates provided that any such trust, fund or other entity which has been established for at least six Months solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by an Original Investor or any of its Affiliates which have been established for the primary or main purpose of investing in the share capital of companies shall not constitute an Investor Affiliate.
“Issuer” means MUFC.
“Issuing Bank” means Bank of America Merrill Lynch International Designated Activity Company (formerly known as Bank of America Merrill Lynch International Limited) or other any Lender which has notified the Agent that it has agreed to the Company’s request to be an Issuing Bank pursuant to the terms of this Agreement (and if more than one Lender has so agreed, such Lenders shall be referred to, whether acting individually or together, as the “Issuing Bank”) provided that, in respect of a Letter of Credit issued or to be issued pursuant to the terms of this Agreement, the “Issuing Bank” shall be the Issuing Bank which has issued or agreed to issue that Letter of Credit.
“ITA” means the Income Tax Act 2007.
“L/C Proportion” means in relation to a Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by that Lender’s Available Commitment under the Facility under which such Letter of Credit is issued to the relevant Available Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement to or by that Lender.
“Legal Opinion” means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 31 (Changes to the Obligors) or otherwise in accordance with the terms of any Finance Document.
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“Legal Reservations” means:
(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors;
(b) the time barring of claims under applicable limitation laws (including the Limitation Acts) and the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defences of acquiescence, set-off or counterclaim;
(c) the principle that in certain circumstances Security granted by way of fixed charge may be recharacterised as a floating charge or that Security purported to be constituted as an assignment may be recharacterised as a charge;
(d) the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;
(e) the principle that an English court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;
(f) the principle that the creation or purported creation of Security over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which Security has purportedly been created;
(g) similar principles, rights and defences under the laws of any Relevant Jurisdiction; and
(h) any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.
“Lender” means:
(a) any Original Lender;
(b) any Additional Facility Lender; and
(c) any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 2.2 (Increase) or Clause 29 (Changes to the Lenders),
which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.
“Letter of Credit” means:
(a) a letter of credit (i) substantially in the form set out in Schedule 11 (Form of Letter of Credit), with any minor amendments approved by the Agent (acting reasonably) which do not adversely affect the Lenders or the Issuing Bank, or (ii) in any other form requested by the Company and agreed by the Issuing Bank; or
(b) any guarantee, indemnity or other instrument in a form requested by a Borrower (or the Company on its behalf) and agreed by the Issuing Bank (acting reasonably).
“LIBOR” means, in relation to any Loan:
23
(a) the applicable Screen Rate; or
(b) (if no Screen Rate is available for the currency or Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or
(c) if:
(i) no Screen Rate is available for the currency of that Loan; or
(ii) no Screen Rate is available for the Interest Period of that Loan and it is not possible to calculate the Interpolated Screen Rate for that Loan,
the Base Reference Bank Rate,
as of, in each case, the Specified Time on the Quotation Day for the currency of that Loan and a period equal in length to the Interest Period of that Loan and, if that rate is less than zero, LIBOR shall be deemed to be zero.
“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.
“LMA” means the Loan Market Association.
“Loan” means an Initial Facility Loan or an Additional Loan.
“Majority Lenders” means:
(a) (for the purposes of paragraph (a) of Clause 41.2 (Required consents) in the context of a waiver in relation to a proposed Utilisation of the condition in Clause 4.2 (Further conditions precedent)), a Lender or Lenders whose Commitments aggregate 662/3 per cent. or more of the Total Commitments; and
(b) (in any other case), a Lender or Lenders whose Commitments aggregate 662/3 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 662/3 per cent. or more of the Total Commitments immediately prior to that reduction).
“Margin” means:
(a) in relation to any Initial Facility Loan, the following percentages per annum, based upon the Total Net Leverage Ratio as set forth below in the column opposite that range:
|
Total Net Leverage Ratio
|
|
% per annum
|
|
|
|
|
|
|
|
Greater than 3.50:1
|
|
1.75
|
|
|
|
|
|
|
|
Greater than 2.00:1 but less than or equal to 3.50:1
|
|
1.50
|
|
|
|
|
|
|
|
Less than or equal to 2.00:1
|
|
1.25
|
|
(b) However:
(i) any increase or decrease in the Margin for an Initial Facility Loan shall take effect on the date which is the date of delivery to the Agent of the Compliance Certificate for that Relevant Period pursuant to Clause 25.2 (Provision and contents of Compliance Certificate);
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(ii) if, following receipt by the Agent of the Annual Financial Statements of the Group and related Compliance Certificate, those Annual Financial Statements and Compliance Certificate demonstrate that (i) the Margin should have been reduced in accordance with the above table or (ii) the Margin should not have been reduced or should have been increased in accordance with the above table, the next payment of interest following receipt of the relevant Annual Financial Statements by the Agent shall be increased or reduced (as the case may be) by such amount as is necessary to put the Agent and the Lenders or the relevant Borrower in the position they should have been in had the appropriate rate of Margin been applied at the time (provided that any such reduction or increase shall only apply to the extent the Lender which received the overpayment or underpayment of interest remains a Lender as at the date of such adjustment);
(iii) while an Event of Default is continuing, the Margin shall be 1.75 per cent. per annum however, once that Event of Default is remedied or waived, the Margin will be re-calculated on the basis of the most recently delivered accounts and the Margin (on the assumption that as at the date such accounts were delivered no Event of Default had occurred or was continuing) will apply with effect from that remedy or waiver; and
(iv) for the purpose of determining the Margin, the Total Net Leverage Ratio and Relevant Period shall be determined in accordance with Clause 26.1 (Financial definitions).
Notwithstanding anything to the contrary contained above (other than sub-paragraph (iii) above), the determination of the Margin in relation to a Loan for the period from the Closing Date through and including the first business day immediately following the date a Compliance Certificate is delivered to the Agent for the Relevant Period ending 30 June 2015 shall be 1.50 per cent. per annum; and
(c) in relation to any Additional Facility, as set out in the Additional Facility Notice relating to that Additional Facility (or as otherwise agreed by the relevant Additional Facility Borrower(s) and the Additional Facility Lender(s) under that Additional Facility from time to time).
“Material Adverse Effect” means an event or circumstance (taking into account all the resources, including funds, insurance and other claims and indemnities, available to the Group):
(a) which has or is reasonably likely to have a material adverse effect on the business, assets of the Group (taken as a whole) or financial condition of the Group (taken as a whole); or
(b) which has or is reasonably likely to have a material adverse effect on the ability of the Group (taken as a whole) to perform its payment obligations under the Finance Documents; or
(c) which, subject to the Legal Reservations and Perfection Requirements, affects the validity or the enforceability of any of the Transaction Security Documents in a manner which is reasonably likely to materially adversely affect the interests of the Finance Parties and, if capable of remedy, is not remedied within 20 Business Days of the earlier of the Company becoming aware of the issue or being given notice of the issue by the Agent.
“Material Company” means, at any time:
25
(a) the Company;
(b) any other Obligor; and
(c) any member of the Group (other than an Excluded Subsidiary) which:
(i) has earnings before interest, tax, depreciation and amortisation (calculated on an unconsolidated basis and excluding intra-Group items but otherwise on the same basis as Consolidated EBITDA) representing five per cent. or more of Consolidated EBITDA (but excluding intra-Group items and the earnings before interest, tax, depreciation and amortisation of Excluded Subsidiaries); or
(ii) has gross assets (excluding intra-Group items and calculated on an unconsolidated basis) representing five per cent. or more of the gross assets of the Group (excluding intra-Group items and the gross assets of the Excluded Subsidiaries); and
(d) a member of the Group (that is not an Excluded Subsidiary) that is the direct Holding Company of any company that is a Material Company pursuant to paragraphs (b) or (c) above.
Compliance with the conditions set out in paragraph (c) shall be determined by reference to the latest audited financial statements to be delivered pursuant to paragraph (a) of Clause 25.1 (Financial statements).
However if a Subsidiary (that is not an Excluded Subsidiary or an Unrestricted Subsidiary) or business has been acquired since the date as at which the latest audited consolidated financial statements of the Company were prepared, the financial statements shall be adjusted in order to take into account the acquisition of that Subsidiary or business (that adjustment being certified by a director of the Company as representing an accurate reflection of the revised Consolidated EBITDA or gross assets of the Group (not including any Excluded Subsidiaries)).
A report by the Auditors of the Company that a Restricted Subsidiary is or is not a Material Company shall, in the absence of manifest error, be conclusive and binding on all Parties.
“Material Disposal” means any disposal in respect of which the disposal proceeds exceed
£5,000,000 (or its equivalent).
“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:
(a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
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The above rules will only apply to the last Month of any period.
“MUFC” means Manchester United Football Club limited, a company incorporated in England and Wales with registered number 00095489.
“MU Interactive” means Manchester United Interactive Limited (registration number 04365059), a company incorporated in England and Wales with limited liability.
“MUL” means Manchester United Limited (registration number 02570509), a company incorporated in England and Wales with limited liability.
“MUTV” means MUTV Limited (registration number 03418853), a company incorporated in England and Wales with limited liability.
“New Holdco” means a Restricted Subsidiary that is formed as a direct or indirect Subsidiary of MUL and that is the (direct or indirect) Holding Company of the New Holdco Subsidiaries.
“New Holdco Business” means:
(a) the retail, merchandising, apparel, intellectual property licencing and soccer school business (excluding, for the avoidance of doubt, any ticket sales (including season tickets) and match day concessions, parking or hospitality);
(b) any sponsorship contracts and/or arrangements entered into after the date of this Agreement or any other similar business; and/or
(c) the digital, media and mobile or any other similar business (excluding, for the avoidance of doubt, (i) any centrally negotiated broadcasting rights with the Premier League (in relation to domestic and international television and radio broadcasting rights) and UEFA (in relation to European club competition television and radio broadcasting rights) and (ii) any domestic cup television and radio broadcasting rights),
in each case, of or in relation to the Group (which, for the purposes of this definition, shall include any Unrestricted Subsidiaries) and/or the first team of MUFC.
“New Holdco Group” means New Holdco and each New Holdco Subsidiary.
“New Holdco Subsidiary” means any Subsidiary that is formed as a direct or indirect Subsidiary of New Holdco primarily for the purpose of undertaking any New Holdco Business or acting as a direct or indirect Holding Company of another member of the New Holdco Group, including holding any assets or properties in relation thereto.
“Non-Acceptable L/C Lender” means a Lender which:
(a) (other than an Original Lender or an Affiliate of an Original Lender) has a rating (or the Holding Company of which has a rating) for its long-term unsecured and credit-enhanced debt obligations below BBB by Standard & Poor’s Rating Services or Fitch Rating or Baa 2 by Moody’s Investors Services Limited or a comparable rating from an internationally recognised credit rating agency (or other such rating as the Lenders and the Issuing Bank may agree) (other than a Lender which each Issuing Bank has agreed is acceptable to it notwithstanding that fact); or
(b) is a Defaulting Lender; or
(c) has failed to make (or has notified the Agent that it will not make) a payment to be made by it under Clause 7.3 (Indemnities) or Clause 32.11 (Lenders’ indemnity to the
27
Agent) or any other payment to be made by it under the Finance Documents to or for the account of any other Finance Party in its capacity as Lender by the due date for payment unless the failure to pay falls within the description of any of those items set out at (c)(i)-(ii) of the definition of Defaulting Lender.
“Non-Consenting Lender” has the meaning given to that term in Clause 41.3(g)(vii) (Replacement or repayment of Lender).
“Note Purchase Agreement” means the note purchase agreement dated as of on or around the Closing Date entered into by, among others, the Issuer and the Original Guarantors, and relating to the Notes.
“Notes” means the aggregate principal amount of the Notes (as defined in Schedule 15 (Restrictive Covenants)) issued by the Issuer on the Closing Date.
“Notifiable Debt Purchase Transaction” has the meaning given to that term in paragraph (b) of Clause 30.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates).
“Obligor” means a Borrower or a Guarantor.
“Obligors’ Agent” means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.5 (Obligors’ Agent).
“Optional Currency” means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3(a) (Conditions relating to Optional Currencies).
“Original Financial Statements” means:
(a) in relation to the Company, its consolidated audited financial statements for its Financial Year ended 30 June 2014;
(b) in relation to MUL, its audited financial statements for its Financial Year ended 30 June 2014;
(c) in relation to MUFC, its audited financial statements for its Financial Year ended 30 June 2014;
(d) in relation to MUF, its audited financial statements for its Financial Year ended 30 June 2014;
(e) in relation to Red Football Junior Limited, its audited financial statements for its Financial Year ended 30 June 2014; and
(f) in relation to any other Obligor, its audited financial statements (if any) delivered to the Agent as required by Clause 31 (Changes to the Obligors).
“Original Investors” means collectively:
(a) the Principals (as defined in Schedule 15 (Restrictive Covenants)); and
(b) any Related Party (as defined in Schedule 15 (Restrictive Covenants)) of any Principal.
“Original Obligor” means the Original Borrower or an Original Guarantor.
“Pari Passu Debt” has the meaning given to it in the Intercreditor Agreement.
28
“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
“Party” means a party to this Agreement.
“Perfection Requirements” means the making of appropriate registrations, filings, endorsements, stampings, intimation in accordance with local laws, notations in stock registries, notarisations, legalisation, notices and other actions and steps in any relevant jurisdiction in order to perfect the Security created or purported to be created pursuant to the Transaction Security Documents or in order to achieve the relevant priority for such Transaction Security.
“Permitted Refinancing Indebtedness” has the meaning given to such term in Schedule 15 (Restrictive Covenants).
“Permitted Reorganisation” means:
(a) an amalgamation, merger, demerger, voluntary liquidation, consolidation, reorganisation, winding up or corporate restructuring or reconstruction of a member of the Group or involving the business, operations, assets or shares of (or other interests in) any member of the Group or any other transfer or disposition of the business, operations, assets or shares of (or other interests in) any member of the Group (a “Reorganisation”), in each case, on a solvent basis, where:
(i) all of the assets of that member remain within the Group and the value or percentage of any minority interest in any member of the Group held by any person which is not a member of the Group is not increased; and
(ii) if its assets or the shares in it were subject to security in favour of the Lenders immediately prior to such Reorganisation, the Company certifies that the Lenders (taken as a whole) will, subject to the Agreed Security Principles, enjoy the same or substantially equivalent guarantees from such member of the Group (or its successor, if any) and the same or substantially equivalent security over the same assets (except the shares in the entity that is not the successor entity, provided that the shares in the successor entity (if any) are subject to equivalent security) and over the shares in it (or in each case its successor, if any) after such Reorganisation (ignoring for the purpose of assessing such equivalency any limitations in Clause 23 (Guarantee and Indemnity) and/or required in accordance with the Agreed Security Principles and any new or restarted hardening periods);
(b) any Reorganisation and/or any other step, action and/or event undertaken by any member of the Group to enable, facilitate and/or implement any of the following:
(i) the establishment, formation and/or organisation of any member of the New Holdco Group;
(ii) the transfer, assignment or novation by MUL and/or any other member of the Group of all or any portion of the New Holdco Business and/or any related arrangements or assets (including goodwill) to any member of the New Holdco Group, including the transfer of employees and/or relevant partner or supplier contracts; and/or
(iii) the transfer, assignment or novation of MUTV and/or MU Interactive (including its assets) or all or any portion of the business of MUTV and/or
29
MU Interactive and/or any related arrangements or assets (including goodwill) to any member of the New Holdco Group, including the transfer of employees and/or relevant partner or supplier contracts,
provided that, in each case under this paragraph (b):
(A) (1) New Holdco shall, at all times, remain the direct or indirect Holding Company of the New Holdco Subsidiaries; and (2) subject to the Agreed Security Principles, within the later of 30 Business Days (or such longer period agreed between the Agent (acting reasonably) and the Company) of (x) the date of it becoming a member of the Group and (y) the Closing Date (unless an existing Transaction Security Document is effective to create Security over such shares), Security shall be granted over 65% of New Holdco’s shares (measured by the total combined voting power of the issued and outstanding voting shares);
(B) New Holdco and Sponsorship Newco shall, at all times, remain Restricted Subsidiaries;
(C) any direct or indirect Holding Company of Sponsorship Newco that is also a Subsidiary of New Holdco, shall, at all times, remain a Restricted Subsidiary;
(D) any Subsidiary that is formed as a Subsidiary of Sponsorship Newco primarily for the purpose of undertaking any sponsorship contracts and/or arrangements of the Group (which, for the purposes of this sub-paragraph, shall include any Unrestricted Subsidiaries) and/or the first team of MUFC, shall, at all times, remain a Restricted Subsidiary (a “Sponsorship Subsidiary”);
(E) any member of the Group and any member of the New Holdco Group that enters into or, as the case may be, has transferred, assigned or novated to it any sponsorship contracts and/or arrangements, shall, at all times, remain a Restricted Subsidiary;
(F) there shall be no transfer, assignment, novation, amendment, modification, restatement, extension or replacement (prior to the expiration of their respective terms) of the Specified Contracts or any other sponsorship contracts and/or arrangements entered into by any member of the Group prior to the date of this Agreement that results in any member of the New Holdco Group becoming a party to or entitled to compensation, rights or benefits under any such Specified Contract or other such sponsorship contract and/or arrangement; and
(G) to the extent there is any transfer, assignment or novation of any sponsorship contracts and/or arrangements entered into by any member of the Group on or after the date of this Agreement to the New Holdco Group, such sponsorship contracts and/or arrangements shall be transferred, assigned or novated (as applicable) to a member of the Group, Sponsorship Newco and/or a Sponsorship Subsidiary only (for the avoidance of doubt, any member of the Group may enter into sponsorship contracts and/or arrangements from time to time);
(c) any action or reorganisation permitted by Clause 7 (Merger, Consolidation, etc) of Schedule 15 (Restrictive Covenants); or
30
(d) any other reorganisation of one or more members of the Group approved by the Agent acting on the instructions of the Majority Lenders (acting reasonably),
provided that the Company (or its successor) is an entity that is incorporated in England and Wales.
“Permitted Senior Unsecured Issuer Activities” means activities, assets and liabilities:
(a) incurred for or in connection with Taxes and administrative activities desirable to maintain Tax status in its jurisdiction of incorporation;
(b) in connection with making claims (and the receipt of any related proceeds) for rebates or indemnification in respect of Taxes;
(c) in connection with any litigation or court or other proceedings that are, in each case, being contested in good faith;
(d) arising under the issue of fully paid shares at par to its shareholders in an amount not exceeding £1,000,000 (or its equivalent) in aggregate at any time;
(e) arising from the payment of fees, costs and expenses, stamp, registration, land and other Taxes incurred in connection with the Transaction Documents;
(f) arising from entering into and performing any rights or obligations in respect of (i) agreements with rating agencies and (ii) engagement letters and reliance letters in respect of legal, accounting and other advice or reports received or commissioned by it, in each case, in relation to transactions which are not prohibited by this Agreement;
(g) incurred as a result of operation of law; or
(h) permitted by the Agent (acting on the instructions of the Majority Lenders (acting reasonably)).
“Premier League” means The Football Association Premier League (and any successors) or any replacement league.
“Premier League Handbook” means the Premier League Handbook (as updated and/or amended from time to time) published by The Football Association Premier League Limited or any successor or replacement organisation thereof.
“Qualifying Lender” has the meaning given to that term in Clause 18 (Tax Gross-Up and Indemnities).
“Quarter Date” has the meaning given to that term in Clause 26.1 (Financial definitions).
“Quotation Day” means, in relation to any period for which an interest rate is to be determined:
(a) (if the currency is sterling) the first day of that period;
(b) (if the currency is euro) two TARGET Days before the first day of that period; or
(c) (for any other currency) two Business Days before the first day of that period,
unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given
31
by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).
“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.
“Reconciliation Statement” has the meaning given to that term in Clause 25.3 (Requirements as to financial statements).
“Reference Bank Quotation” means any quotation supplied to the Agent by a Base
Reference Bank or an Alternative Reference Bank.
“Regulations T, U and X” means, respectively, Regulations T, U and X of the Board of
Governors of the Federal Reserve System of the United States (or any successor).
“Related Fund” in relation to a fund (the “first fund”) means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.
“Relevant Interbank Market” means in relation to euro, the European interbank market and, in relation to any other currency, the London interbank market.
“Relevant Jurisdiction” means, in relation to an Obligor:
(a) its jurisdiction of incorporation;
(b) any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;
(c) any jurisdiction where it conducts a material part of its business; and
(d) the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.
“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.
“Relevant Period” has the meaning given to that term in Clause 26.1 (Financial definitions).
“Renewal Request” means in relation to a Letter of Credit, a written notice delivered to the Agent in accordance with Clause 6.6(a) (Renewal of a Letter of Credit)
“Repeating Representations” means each of the representations set out in Clauses 24.1 (Status) to Clause 24.6 (Governing law and enforcement) and paragraph (c) of Clause 24.9 (Financial statements).
“Replacement Benchmark” means a benchmark rate which is:
(a) formally designated, nominated or recommended as the replacement for a Screen Rate by:
(i) the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or
32
(ii) any Relevant Nominating Body,
and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Benchmark” will be the replacement under paragraph (ii) above;
(b) in the opinion of the Majority Lenders and the Company, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or
(c) in the opinion of the Majority Lenders and the Company, an appropriate successor to a Screen Rate.
“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.
“Resignation Letter” means a letter substantially in the form set out in Schedule 8 (Form of Resignation Letter).
“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.
“Restricted Subsidiary” means a Subsidiary of the Company other than an Unrestricted Subsidiary.
“Rollover Loan” means one or more Utilisations:
(a) made or to be made on the same day that:
(i) a maturing Loan is due to be repaid; or
(ii) a demand by the Agent pursuant to a drawing in respect of a Letter of Credit is due to be met;
(b) the aggregate amount of which is equal to or less than the amount of the maturing Loan or the relevant claim in respect of that Letter of Credit;
(c) in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 8.2 (Unavailability of a currency)) or the relevant claim in respect of that Letter of Credit or Ancillary Facility; and
(d) made or to be made to the same Borrower for the purpose of:
(i) refinancing that maturing Loan; or
(ii) satisfying the relevant claim in respect of that Letter of Credit.
“Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of any Sanctions.
“Sanctioned Person” means, at any time:
(a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security Council, the European Union or any EU member state or any other relevant sanction authority of any jurisdiction in which a member of the Group conducts its business;
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(b) any Person located, operating, organized or resident in a Sanctioned Country; or
(c) any Person owned or controlled by any such Person or Persons.
“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or any other relevant sanctions authority of any jurisdiction in which a member of the Group conducts its business.
“Screen Rate” means:
(a) in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate); and
(b) in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate),
or in each case, displayed on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page is replaced or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Company.
“Screen Rate Replacement Event” means, on or after the First Amendment and Restatement Effective Date, in relation to a Screen Rate:
(a) the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders and the Company, materially changed;
(b)
(i)
(A) the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or
(B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,
provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;
(ii) the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;
34
(iii) the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or
(iv) the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used;
(c) the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:
(i) the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Company) temporary; or
(ii) that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than the period opposite that Screen Rate in Schedule 21 (Screen Rate contingency periods); or
(d) in the opinion of the Majority Lenders and the Company, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.
“Secured Parties” has the meaning given to it in the Intercreditor Agreement.
“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.
“Security Confirmation Deed” means the deed of confirmation dated on or about the date of the First Amendment and Restatement Agreement, entered into between, the Chargors (as defined therein) and Bank of America Merrill Lynch International Designated Activity Company as security trustee.
“Senior Note Documents” has the meaning given to it in the Intercreditor Agreement.
“Senior Notes” has the meaning given to it in the Intercreditor Agreement.
“Senior Secured Debt” means the Senior Notes and any Pari Passu Debt but for the avoidance of doubt, excluding any indebtedness incurred under the Finance Documents and the Hedging Agreements (as defined in the Intercreditor Agreement).
“Senior Unsecured Note Issuer” means a special purpose entity incorporated for the purpose of issuing or borrowing Senior Unsecured Notes (as defined in the Intercreditor Agreement) which is wholly owned, directly or indirectly, by the Company and which has, on or prior to issue date (howsoever described) of the relevant Senior Unsecured Notes, become party to the Intercreditor Agreement as a Senior Unsecured Note Issuer.
“Separate Loan” has the meaning given to that term in Clause 10.1 (Repayment of Loans).
“Solvent” means with respect to a U.S. Obligor incorporated in the U.S. and its Subsidiaries as of any date, that as of such date:
(a) the fair value of the assets of such U.S. Obligor and its Subsidiaries, on a consolidated basis, exceeds the debts and liabilities, subordinated, contingent or otherwise, of such U.S. Obligor and its Subsidiaries, on a consolidated basis;
(b) the present fair saleable value of the assets of such U.S. Obligor and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the
35
probable liability, on a consolidated basis, on the debts and other liabilities, subordinated, contingent or otherwise, of such U.S. Obligor and its Subsidiaries, as such debts and other liabilities become absolute and matured;
(c) such U.S. Obligor and its Subsidiaries, on a consolidated basis, are able to pay the debts and liabilities, subordinated, contingent or otherwise, of such U.S. Obligor and its Subsidiaries, as such debts and liabilities become absolute and matured; and
(d) such U.S. Obligor and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which such U.S. Obligor and its Subsidiaries, on a consolidated basis, have unreasonably small capital.
(e) For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability as determined in good faith by the Company.
“Specified Contracts” means:
(a) up to (and including) its expiry or termination, the sponsorship agreement dated 3 November 2000, with effect on 1 August 2002, and entered into between Manchester United Merchandising Limited (a wholly owned subsidiary of Nike), MUL (named Manchester United PLC at time of signing of the contract) and MUFC (named Manchester United Football Club PLC at time of signing of the contract) (the “Nike Agreement”);
(b) from (and including) its effective date, the sponsorship agreement dated 18 June 2014 between adidas (UK) Limited and MUFC (as may be amended and/or restated, novated, modified or supplemented from time to time) (the “adidas Agreement”) or any replacement or successor contract thereof; and
(c) (i) the global sponsorship agreement dated 27 July 2011 between MUFC and General Motors Holdings LLC and (ii) the shirt sponsorship agreement dated 26 July 2012 between MUFC and General Motors Holdings LLC or, in each case, any replacement or successor contract thereof.
“Specified Time” means a time determined in accordance with Schedule 10 (Timetables).
“Sponsorship Newco” means a Restricted Subsidiary that is formed as a Subsidiary of New Holdco primarily for the purpose of undertaking any sponsorship contracts and/or arrangements entered into after the date of this Agreement or any other similar business of the Group (which, for the purpose of this definition, shall include any Unrestricted Subsidiaries) and/or the first team of MUFC.
“Stadium” means the football stadium at Old Trafford Stadium, Sir Matt Busby Way, Manchester M16 0RA, England owned by MUL.
“Structural Adjustment” has the meaning given to it in Clause 41.3 (Exceptions).
“Subordinated Shareholder Funding” has the meaning ascribed to such term in Schedule 15 (Restrictive Covenants).
“Subsidiary” means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006.
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“Super Majority Lenders” means a Lender or Lenders whose Commitments aggregate 85 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 85 per cent. or more of the Total Commitments immediately prior to that reduction).
“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.
“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in euro.
“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
“Term” means, in relation to any Letter of Credit, each period determined under this Agreement for which the Issuing Bank is under a liability under a Letter of Credit.
“Terminating Hedge Agreements” means the interest rate transactions entered into between the Company and each of JPMorgan Chase Bank, N.A., Deutsche Bank AG, London Branch and National Westminster Bank plc dated 29 January 2010 (as may be amended and/or restated, supplemented or modified from time to time).
“Termination Date” means:
(a) in respect of the Initial Facility, the Initial Termination Date; and
(b) in respect of an Additional Facility, the date specified in the Additional Facility Notice for that Additional Facility (or as otherwise agreed by the relevant Borrower(s) and the Additional Facility Lender(s) under that Additional Facility from time to time).
“Third Party Disposal” means the disposal (directly or indirectly) of an Obligor to a person which is not a member of the Group where that disposal:
(a) is permitted or not prohibited under Schedule 15 (Restrictive Covenants) or any applicable term of this Agreement; or
(b) is made with the approval of the Majority Lenders.
“Total Commitments” means the aggregate of the Total Initial Facility Commitments and all Additional Facility Commitments, being as at the First Amendment and Restatement Effective Date, £125,000,000.
“Total Initial Facility Commitments” means the aggregate of the Initial Facility Commitments, being £125,000,000 at the date of this Agreement.
“Transaction Documents” means the Finance Documents, Senior Note Documents, each Hedging Agreement (as defined in the Intercreditor Agreement) and each other Debt Document.
“Transaction Security” means the Security created or expressed to be created in favour of the Security Trustee pursuant to the Transaction Security Documents.
“Transaction Security Documents” means the Existing Security Documents, each of the documents listed as being a Transaction Security Document in paragraph 4 of Part 1 of
37
Schedule 2 (Conditions Precedent) and any document required to be delivered to the Agent under paragraph 15 of Part 2 of Schedule 2 (Conditions Precedent) together with any other document entered into by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents.
“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company (each acting reasonably).
“Transfer Date” means, in relation to an assignment or a transfer, the later of:
(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and
(b) the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.
“UEFA” means the Union of European Football Associations and any successor or replacement organisation thereof.
“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.
“Unrestricted Subsidiaries” has the meaning given to such term in Schedule 15 (Restrictive Covenants).
“U.S.” means the United States of America.
“U.S. Bankruptcy Law” means the United States Bankruptcy Code of 1978 (Title 11 of the United States Code) and any other United States federal or state bankruptcy, insolvency or similar law.
“U.S. Borrower” means a Borrower that is a U.S. Person.
“U.S. Guarantor” means a Guarantor that is a U.S. Person.
“U.S. Obligor” means a U.S. Borrower or U.S. Guarantor.
“U.S. Person” means “United States Person” as defined in Section 7701(a)(30) of the Code and includes an entity whose sole owner is a U.S. Person if the entity is disregarded as being an entity separate from such owner for US federal tax purposes. As of the date of this Agreement, each of the Original Guarantors (other than MUF) is treated as a U.S. Person.
“U.S. Tax Obligor” means:
(a) a Borrower which is resident for tax purposes in the U.S. or otherwise treated as a United States person (or a disregarded entity whose owner is a United States person) for U.S. federal income tax purposes; or
(b) an Obligor some or all of whose payments under the Finance Documents are from sources within the U.S. for U.S. federal income tax purposes.
“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).
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“Utilisation” means a Loan or a Letter of Credit.
“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made or the relevant Letter of Credit is to be issued as applicable.
“Utilisation Request” means a notice substantially in the relevant form set out in Schedule 3 (Requests and Notices).
“VAT” means:
(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.
“Write-down and Conversion Powers” means:
(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and
(b) in relation to any other applicable Bail-In Legislation:
(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii) any similar or analogous powers under that Bail-In Legislation.
“Yield” means the applicable margin, original issue discount (“OID”) fees and upfront fees but excluding arrangement fees not generally shared with lenders (where such OID fees and upfront fees are equated to interest on the basis of an assumed three-year life to maturity of the applicable Additional Facility).
1.2 Construction
(a) Unless a contrary indication appears a reference in any Finance Document to:
(i) “Bank of America Merrill Lynch International Limited” is a reference to its successor in title Bank of America Merrill Lynch International Designated Activity Company (including, without limitation, its branches) pursuant to and with effect from the merger between Bank of America Merrill Lynch International Limited and Bank of America Merrill Lynch International Designated Activity Company that takes effect in accordance with Chapter II, Title II of Directive (EU) 2017/1132 (which repeals and codifies the Cross-Border Mergers Directive (2005/56/EC)), as implemented in the United Kingdom and Ireland. Notwithstanding anything to the contrary in any
39
Finance Document, a transfer of rights and obligations from Bank of America Merrill Lynch International Limited to Bank of America Merrill Lynch International Designated Activity Company pursuant to such merger shall be permitted without requiring the consent of the Company;
(ii) the “Agent”, the “Arranger”, any “Finance Party”, any “Issuing Bank”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Trustee” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Security Trustee, any person for the time being appointed as Security Trustee or Security Trustees in accordance with the Finance Documents;
(iii) a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Company and the Agent or, if not so agreed, is in the form specified by the Agent (acting reasonably);
(iv) “assets” includes present and future properties, revenues and rights of every description;
(v) a “Finance Document” or a “Transaction Document” or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;
(vi) “guarantee” means (other than in Clause 23 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
(vii) “including” means including without limitation and “includes” and “included” shall be construed accordingly;
(viii) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
(ix) the “Interest Period” of a Letter of Credit shall be construed as a reference to the Term of that Letter of Credit;
(x) a Lender’s “participation” in relation to a Letter of Credit shall be construed as a reference to the relevant amount that is or may be payable by a Lender in relation to that Letter of Credit;
(xi) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);
(xii) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law being one with which it is the practice of the relevant person to comply with) of any governmental, intergovernmental or supranational body, agency,
40
department or of any regulatory, self-regulatory or other authority or organisation;
(xiii) a provision of law is a reference to that provision as amended or re-enacted;
(xiv) a time of day is a reference to London time;
(xv) words in the singular include the plural, and in the plural include the singular; and
(xvi) the “date of this Agreement” (as referred to herein only) means 22 May 2015;
(xvii) the “equivalent” in any currency (the “first currency”) of any amount in another currency (the “second currency”) shall be construed as a reference to the amount in the first currency which could be purchased with that amount in the second currency at the Agent’s Spot Rate of Exchange for the purchase of the first currency with the second currency in the London foreign exchange market at or about 11:00 a.m. on a particular day (or at or about such time and on such date as the Agent may from time to time reasonably determine to be appropriate in the circumstances).
(b) Section, Clause and Schedule headings are for ease of reference only.
(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
(d) A Borrower providing “cash cover” for a Letter of Credit or an Ancillary Facility means a Borrower paying an amount in the currency of the Letter of Credit (or, as the case may be, the Ancillary Facility) to an interest-bearing account in the name of the Borrower and the following conditions being met:
(i) the account is with the Issuing Bank or Ancillary Lender (or, in each case, any Affiliate which is an Acceptable Bank) for which that cash cover is to be provided (or, if such person so agrees, with the Security Trustee);
(ii) subject to paragraph (b) of Clause 7.5 (Cash cover by Borrower), until no amount is or may be outstanding under that Letter of Credit or Ancillary Facility, withdrawals from the account (other than accrued interest) may only be made to pay the Issuing Bank or Ancillary Lender for which the cash cover is to be provided amounts due and payable to it under this Agreement in respect of that Letter of Credit or Ancillary Facility; and
(iii) the Borrower has executed a security document over that account, in form and substance satisfactory to the Lender, the Issuing Bank or the Ancillary Lender (and where it is to hold the relevant security, the Security Trustee) with which that account is held (each acting reasonably), creating a first ranking security interest, but in any event on terms no more onerous than the existing Transaction Security Documents, over that account,
unless an Acceleration Event has occurred, any interest accruing on any such account will be paid to the order of the relevant Borrower.
(e) A Default and an Event of Default is “continuing” if it has not been remedied or waived.
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(f) For the avoidance of doubt, it is agreed that any Default or Event of Default arising from a failure to deliver a document or perform an act within a period of time or on or by a specified date shall be capable of remedy and shall cease to be continuing once that document has been delivered or act performed.
(g) A Borrower “repaying” or “prepaying” a Letter of Credit, or Ancillary Outstandings means:
(i) that Borrower providing cash cover for that Letter of Credit or in respect of the Ancillary Outstandings;
(ii) the maximum amount payable under the Letter of Credit or Ancillary Facility being reduced or cancelled in accordance with its terms;
(iii) the Issuing Bank or Ancillary Lender (each acting reasonably) being satisfied that it has no further liability under that Letter of Credit or Ancillary Facility; or
(iv) in the case of a Letter of Credit, the Letter of Credit expires in accordance with its terms or is otherwise returned by the beneficiary with its written confirmation that it is released and cancelled,
and the amount by which a Letter of Credit is, or Ancillary Outstandings are, repaid or prepaid under paragraphs (f)(i) to (f)(iv) above is the amount of the relevant cash cover or reduction.
(h) An amount borrowed includes any amount utilised by way of Letter of Credit or under an Ancillary Facility.
(i) A Lender funding its participation in a Utilisation includes a Lender participating in a Letter of Credit.
(j) An outstanding amount of a Letter of Credit at any time is the maximum amount that is or may be payable by the relevant Borrower in respect of that Letter of Credit at that time.
(k) For the avoidance of doubt and without prejudice to the provisions of Schedule 15 (Restrictive Covenants) and Schedule 16 (Additional Events of Default), in the context of Clause 24 (Representations), Clause 27 (General Undertakings) or Clause 28 (Events of Default)) a reference to an amount (or its equivalent in another currency or currencies) shall be determined by reference to the rate of exchange (determined in accordance with the definition of equivalent pursuant to paragraph (a)(xv) above) on the date of commitment, incurrence or making of a particular disposal, acquisition, investment, lease, loan, debt or guarantee or taking any other relevant action and any subsequent exchange rate fluctuation shall not cause a Default or an Event of Default or the breach of any provision of Clause 27 (General Undertakings) or misrepresentation in respect of any provision of Clause 24 (Representations).
(l) Unless specifically provided to the contrary a reference to “Subsidiary” or “Material Company” or “member of the Group” excludes each Unrestricted Subsidiary.
(m) Without limiting the definition of “Accounting Principles”, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Original Financial Statements of the Company for all purposes of this Agreement, notwithstanding any change in the Accounting Principles relating thereto, unless the
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parties hereto shall enter into a mutually acceptable amendment addressing such changes.
1.3 Currency Symbols and Definitions
“$”, “USD” and “dollars” denote the lawful currency of the United States of America “£”, “GBP” and “sterling” denote the lawful currency of the United Kingdom and “€”, “EUR” and “euro” denote the single currency of the Participating Member States.
1.4 Terms defined in the Restrictive Covenants Schedule
Unless a contrary intention appears, capitalised terms used in this Agreement which are not defined in Clause 1.1 (Definitions) have the meaning given to them in Schedule 15 (Restrictive Covenants).
1.5 Third party rights
(a) Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of any Finance Document.
(b) Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary any Finance Document at any time.
1.6 Lender Affiliates and Facility Office
(a) In respect of a Loan or Loans to a particular Borrower (“Designated Loans”) a Lender (a “Designating Lender”) may at any time and from time to time (but, in the case of a designation made after receipt by the Agent of a Utilisation Request for a Loan, no later than the next Business Day following the Quotation Day for that Loan) designate (by written notice to the Facility Agent and the Company):
(i) a substitute Facility Office from which it will make Designated Loans (a “Substitute Facility Office”); or
(ii) nominate an Affiliate to act as the Lender of Designated Loans (a “Substitute Affiliate Lender”).
(b) A notice to nominate a Substitute Affiliate Lender must be in the form set out in Schedule 19 (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming it will be bound as a Lender under this Agreement and the Intercreditor Agreement in respect of the Designated Loans in respect of which it acts as Lender.
(c) The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Obligors, the Agent, the Security Trustee and the other Finance Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender. In particular the Commitments of the Designating Lender will not be treated as reduced by the introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents.
(d) Save as mentioned in paragraph (c) above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Documents and having a
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Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement.
(e) A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Agent and the Company provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender.
(f) If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this Clause 1.6:
(i) any Substitute Affiliate Lender shall be treated for the purposes of Clause 18.2 (Tax gross-up) as having become a Lender on the date of the relevant Substitute Affiliate Lender Designation Notice; and
(ii) subject to paragraphs (b) and (c) of Clause 29.2 (Conditions of assignment or transfer), the provisions of Clause 29.2 (Conditions of assignment or transfer) shall not apply to or in respect of any Substitute Facility Office or Substitute Affiliate Lender.
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SECTION 2
THE FACILITIES
2. THE FACILITIES
2.1 The Facilities
(a) Subject to the terms of this Agreement, the Lenders make available to the Borrowers a multicurrency revolving credit facility in an aggregate amount the Base Currency Amount of which is equal to the Total Initial Facility Commitments;
(b) Subject to the terms of this Agreement, one or more Additional Facilities may be established and made available pursuant to Clause 2.3 (Additional Facilities).
(c) Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to any of the Borrowers in place of all or part of its Commitments.
2.2 Increase
(a) The Company may by giving prior notice to the Agent after the effective date of a cancellation of:
(i) the Available Commitments of a Defaulting Lender in accordance with Clause 11.6 (Right of cancellation in relation to a Defaulting Lender); or
(ii) the Commitments of a Lender in accordance with Clause 11.1 (Illegality),
request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate amount in the applicable currency of up to the amount of the Available Commitments or Commitments so cancelled as follows:
(A) the increased Commitments will be assumed by one or more Lenders or other persons (each an “Increase Lender”) selected by the Company including, without limitation, any Investor Affiliate (so long as any such assumption by any Investor Affiliate is in compliance with and treated as a debt purchase transaction the subject of Clause 30 (Restriction on Debt Purchase Transactions)) and each of which confirms (in its absolute discretion) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender. For the avoidance of doubt, a Lender is not under any obligation to assume any increase in its commitment;
(B) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;
(C) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;
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(D) the Commitments of the other Lenders shall continue in full force and effect; and
(E) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.
(b) An increase in the Total Commitments pursuant to this Clause 2.2 will only be effective on:
(i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender, which the Agent shall execute promptly on request;
(ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:
(A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and
(B) the performance by the Agent of all necessary “know your customer”, USA PATRIOT Act or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company, the Increase Lender and each Issuing Bank; and
(iii) the relevant Issuing Bank consenting to the identity of the relevant Increase Lender (unless that Increase Lender is a person with a long term corporate credit rating equal to or better than BBB or Baa2 (as applicable) according to at least two of Moody’s, S&P and Fitch, in which case no consent of such Issuing Bank shall be required).
(c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.
(d) Unless the Agent otherwise agrees, the Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 29.3 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 29.5 (Procedure for transfer) and if the Increase Lender was a New Lender.
(e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter.
(f) Clause 29.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:
(i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;
(ii) the “New Lender” were references to that “Increase Lender”; and
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(iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.
(g) The Finance Parties shall be required to enter into any amendment to the Finance Documents (including, without limitation, in relation to any changes to, the taking of, or the release coupled with the retaking of, Transaction Security) required by the Company in order to facilitate or reflect any of the matters contemplated by this Clause 2.2. The Agent and the Security Trustee are each authorised and instructed by each Finance Party to execute any such amended or replacement Finance Documents (and shall do so on the request of and at the cost of the Company).
2.3 Additional Facilities
(a) The Company may at any time or times notify the Agent by delivery of an Additional Facility Notice that it wishes to add one or more additional facilities under the Finance Documents, either as a new facility and/or as an additional tranche of any existing facility (each an “Additional Facility”).
(b) The Company shall offer the Lenders (excluding any Defaulting Lender, any Lender who has at any time been a Defaulting Lender and any Lender that is not an Acceptable Bank under paragraph (a) of the definition thereof (such Lenders being the “Excluded Lenders”)) at the relevant time (pro rata to their share of the Total Commitments (excluding for this purpose the Commitments of the Excluded Lenders)) the first opportunity to provide any Additional Facility, provided that if none of those Lenders agrees to lend such Additional Facility on terms satisfactory to the Company within any time limit specified by the Company in such offer to those Lenders (being not less than 10 Business Days) and subject to compliance with the terms of this Clause 2.3, any other bank, financial institution, trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets may arrange and underwrite such Additional Facility.
(c) No consent of any Lender is required to establish an Additional Facility (other than any Lender which is to provide that Additional Facility) provided that:
(i) the maximum aggregate principal amount of Additional Facility Commitments established pursuant to this Clause 2.3 may not over the life of the Facilities exceed £25,000,000 (or its equivalent);
(ii) the Additional Facility is a revolving credit facility;
(iii) the Additional Facility is not being provided by a member of the Group or an Unrestricted Subsidiary;
(iv) the Yield in respect of any Additional Facility established on or prior to the date falling 12 months from the Closing Date may not exceed the original Yield in respect of the Initial Facility by more than 1.00 per cent. per annum (unless, simultaneously with such Additional Facility becoming effective, the Yield in respect of the Initial Facility is increased (including at each level of the margin ratchet) such that the Yield in respect of that Additional Facility does not exceed the Yield in respect of the Initial Facility by more than 1.00 per cent. per annum) (and, for the avoidance of doubt, this paragraph (iv) shall not apply to any Additional Facility established after the date falling 12 months after the Closing Date);
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(v) the Termination Date for an Additional Facility (for the avoidance of doubt excluding any prepayment in accordance with the terms of such Additional Facility) may not fall prior to the Initial Termination Date;
(vi) the Additional Facility ranks equally with the Initial Facility in right and priority of payment unless and to the extent otherwise set out in this Agreement or the Intercreditor Agreement; and
(vii) no Event of Default has occurred and is continuing or would arise when such Additional Facility is established;
(d) No Additional Facility Notice will be regarded as having been duly completed unless it specifies the following matters in respect of such Additional Facility:
(i) the proposed Borrower(s) in respect of the Additional Facility and confirmation that the proposed Lender is not a member of the Group or an Unrestricted Subsidiary;
(ii) the persons to become Additional Facility Lenders in respect of the Additional Facility;
(iii) the amount of the Additional Facility (specified in the Base Currency) being made available;
(iv) the Yield applicable to the Additional Facility (including any applicable Margin and margin ratchet);
(v) the Termination Date for the Additional Facility;
(vi) the currency or currencies in which the Additional Facility is available for utilisation; and
(vii) the Additional Facility Commencement Date for the Additional Facility,
without prejudice to the rights of the Agent to request any other information which the Agent may reasonably request in relation to such Additional Facility (but, for the avoidance of doubt, the provision of such information shall not be a condition to the establishment of such Additional Facility).
(e) Subject to the conditions set out in paragraph (c) above being satisfied, following receipt by the Agent of a duly completed Additional Facility Notice and with effect from the relevant Additional Facility Commencement Date (or any later date on which the conditions set out in paragraph (f) below are satisfied):
(i) the Lender(s) in respect of the relevant Additional Facility (each an “Additional Facility Lender”) shall make available that Additional Facility in the aggregate amount set out in the Additional Facility Notice;
(ii) each of the Obligors and each such Additional Facility Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and such Additional Facility Lenders would have assumed and/or acquired had the Additional Facility Lenders been Original Lenders;
(iii) in the case of each such Additional Facility Lender who is not already a Party as a Lender, each such Additional Facility Lender shall become a Party as a “Lender”;
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(iv) each such Additional Facility Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as those Additional Facility Lenders and those Finance Parties would have assumed and/or acquired had the Additional Facility Lenders been Original Lenders; and
(v) the Commitments of the other Lenders shall continue in full force and effect.
(f) The establishment of an Additional Facility will only be effective on:
(i) receipt by the Agent of an Additional Facility Lender Accession Notice from each person referred to in the relevant Additional Facility Notice as an Additional Facility Lender that is not already a Lender;
(ii) the Additional Facility Lender performing all necessary “know your customer”, USA PATRIOT Act or other similar identification checks under all applicable laws and regulations in relation to the provision of its Additional Facility Commitments to the relevant Additional Facility Borrower, the completion of which the Additional Facility Lender shall promptly notify to the Agent and the Company; and
(iii) in relation to an Additional Facility Lender which is not already a Lender, the performance by the Agent of all necessary “know your customer”, USA PATRIOT Act or other similar identification checks that the Agent is required to perform under all applicable laws and regulations in relation to that Additional Facility Lender making available an Additional Facility, the completion of which the Agent shall promptly notify to the Company.
(g) Each Obligor irrevocably authorises the Company to sign each Additional Facility Notice on its behalf and each Finance Party irrevocably authorises and instructs:
(i) the Agent to acknowledge and confirm acceptance of each Additional Facility Notice; and
(ii) the Agent and the Security Trustee to acknowledge, execute and confirm acceptance of each Additional Facility Lender Accession Notice.
The Agent shall as soon as reasonably practicable send to the Company a copy of each executed Additional Facility Lender Accession Notice.
(h) The Finance Documents shall at the request of the Company be amended (including, without limitation, in relation to any changes to, taking of, or release coupled with the retaking of, Transaction Security) required to give effect to an Additional Facility by the Agent and/or the Security Trustee (on behalf of the then existing Finance Parties) and the Company entering into such documentation as is necessary, desirable, consequential on or incidental to implementing that Additional Facility (including any documentation to incorporate any additional terms and conditions of the Additional Facility in the Finance Documents). The Agent and the Security Trustee are each authorised and instructed by each Finance Party to execute any such amended or replacement Finance Document (and shall do so on the request of and at the cost of the Company).
(i) Except as provided in paragraph (c) above, the terms applicable to any Additional Facility will be those agreed by the Additional Facility Lenders in respect of that Additional Facility and the Company. If there is any inconsistency between any such term agreed in respect of an Additional Facility and any term of this Agreement, the
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term agreed in respect of the Additional Facility shall prevail (without prejudice to paragraph (c) above).
(j) Each Additional Facility Lender, by executing an Additional Facility Lender Accession Notice, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the relevant Additional Facility becomes effective.
(k) Each Obligor confirms:
(i) the authority of the Company to agree, implement and establish an Additional Facility in accordance with this Agreement; and
(ii) in the case of any Additional Facility which the Company has elected will benefit from the guarantees granted under the Finance Documents and/or Transaction Security (as the case may be), that its guarantee and indemnity recorded in Clause 23 (Guarantees and Indemnity) (or any applicable Accession Deed or other Finance Document) and/or, as the case may be, the relevant Transaction Security granted by it will, subject only to any applicable limitations set out in the Finance Documents, extend to include the relevant obligations arising under or in respect of the relevant Additional Facility.
(l) For the avoidance of doubt, no Lender will have any obligation to participate in an Additional Facility (unless it has executed and delivered an Additional Facility Lender Accession Notice in respect of that Additional Facility).
(m) The Agent is authorised (but not obliged) to disclose the terms of any Additional Facility Notice to any of the other Finance Parties.
(n) For the avoidance of doubt, the provisions of this Clause 2.3 are without prejudice to any rights of the Group under Schedule 15 (Restrictive Covenants).
2.4 Finance Parties’ rights and obligations
(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.
(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.
2.5 Obligors’ Agent
(a) Each Obligor (other than the Company) by its execution of this Agreement or an Accession Deed irrevocably appoints the Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:
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(i) the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and
(ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company,
and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.
(b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.
3. PURPOSE
3.1 Purpose
Each Borrower shall apply all amounts borrowed by it under the Initial Facility, any Letter of Credit and any utilisation of any Ancillary Facility towards the general corporate and working capital purposes of the Group (other than (a) the prepayment of any Senior Secured Debt or (b) in the case of any such utilisation of any Ancillary Facility, towards prepayment of any Utilisation). For the avoidance of doubt amounts borrowed under this Agreement may be used towards the making of acquisitions (including, but not limited to, the acquisition of players).
3.2 Monitoring
No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.
4. CONDITIONS OF UTILISATION
4.1 Initial conditions precedent
(a) No Borrower may deliver a Utilisation Request unless the Agent has received (or waived the requirement to receive on the instructions of the Majority Lenders under the relevant Facility or is otherwise satisfied (acting reasonably) that it will receive such documents and evidence on or prior to the first Utilisation Date) (i) all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent) (other than the documents listed in paragraphs 2(a) and 6(a) in Part 1 of Schedule 2 (Conditions Precedent)), in form and substance satisfactory to the Agent (acting reasonably and (ii) all of the documents and other evidence listed in paragraphs 2(a) and 6(a) in Part 1 of Schedule 2 (Conditions Precedent) which, for the avoidance of
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doubt, will not have to be in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied.
(b) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.
4.2 Further conditions precedent
Subject to Clause 4.1 (Initial Conditions Precedent), the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Utilisation if on the date of the Utilisation Request and on the proposed Utilisation Date:
(a) in the case of any Utilisation other than a Rollover Loan:
(i) no Default is continuing or would result from the proposed Utilisation; and
(ii) the Repeating Representations to be made by each Obligor are true in all respects by reference to the facts then subsisting or, in the case of such Repeating Representations which are not otherwise subject to a materiality threshold or qualification in accordance with their terms, are correct in all material respects; and
(b) in the case of a Rollover Loan, no Acceleration Event has occurred.
4.3 Conditions relating to Optional Currencies
(a) A currency will constitute an Optional Currency in relation to a Utilisation if:
(i) it is readily available in the amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Utilisation; and
(ii) it is euro or dollars or has been approved by the Agent (acting on the instructions of all the Lenders under the relevant Facility) on or prior to receipt by the Agent of the relevant Utilisation Request for that Utilisation.
(b) If the Agent has received a written request from the Company for a currency to be approved under paragraph (a)(ii) above in relation to a Facility, the Agent will confirm to the Company by the Specified Time:
(i) whether or not all the Lenders under the relevant Facility have granted their approval; and
(ii) if approval has been granted, the minimum amount for any subsequent Utilisation in that currency.
4.4 Maximum number of Utilisations
(a) A Borrower (or the Company) may not deliver a Utilisation Request if as a result of the proposed Utilisation:
(i) more than 20 Initial Facility Loans would be outstanding; and
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(ii) in relation to an Additional Facility, more than the maximum number of Additional Facility Loans set out in the Additional Facility Notice (if any) would be outstanding.
(b) Any Loan made by a single Lender under Clause 8.2 (Unavailability of a currency) shall not be taken into account in this Clause 4.4.
(c) Any Separate Loan shall not be taken into account in this Clause 4.4.
(d) A Borrower (or the Company) may not request that a Letter of Credit be issued or made under:
(i) the Initial Facility if, as a result of the proposed Utilisation, more than 15 Letters of Credit would be outstanding under the Initial Facility; and
(ii) an Additional Facility, if, as a result of the proposed Utilisation, more than the maximum number of Letters of Credit (if any) set out in the Additional Facility Notice would be outstanding in respect of the relevant Additional Facility.
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SECTION 3
UTILISATION
5. UTILISATION - LOANS
5.1 Delivery of a Utilisation Request
A Borrower (or the Company on its behalf) may utilise a Facility by way of a Loan by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.
5.2 Completion of a Utilisation Request for Loans
(a) Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the Facility or Facilities to be utilised;
(ii) it identifies the Borrower of the Loan;
(iii) the proposed Utilisation Date is a Business Day within the Availability Period applicable to the relevant Facility;
(iv) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and
(v) the proposed Interest Period complies with Clause 15 (Interest Periods).
(b) Multiple Utilisations may be requested in a Utilisation Request where the proposed Utilisation Date is the Closing Date. Only one Utilisation may be requested in each subsequent Utilisation Request.
5.3 Currency and amount
(a) The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.
(b) The amount of the proposed Utilisation must be:
(i) if the currency selected is the Base Currency, a minimum of £1,000,000 or, if less, the Available Facility in relation to the relevant Facility;
(ii) if the currency selected is euro, a minimum of €1,000,000 or, if less, the Available Facility in relation to the relevant Facility;
(iii) if the currency selected is dollars, a minimum of $2,000,000 or, if less, the Available Facility in relation to the relevant Facility; or
(iv) if the currency selected is an Optional Currency other than euro or dollars, the minimum amount specified by the Agent pursuant to paragraph (b)(ii) of Clause 4.3 (Conditions relating to Optional Currencies) or, if less, the Available Facility in relation to the relevant Facility.
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5.4 Lenders’ participation
(a) If the conditions set out in this Agreement have been met, and subject to Clause 10.1 (Repayment of Loans), each Lender shall make its participation in each Loan available by no later than 2.30pm on the Utilisation Date through its Facility Office.
(b) The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment under the Facility under which such Loan is being made to the relevant Available Facility immediately prior to making the Loan.
(c) The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and notify each Lender of the amount, currency and the Base Currency Amount of each Loan, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in cash by the Specified Time.
5.5 Cancellation of Commitment
(a) The Total Initial Facility Commitments shall be immediately cancelled if the Closing Date has not occurred 60 days after the date of this Agreement (or such later date as the Agent (acting on the instructions of all the Lenders) and the Company may agree).
(b) The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.
6. UTILISATION - LETTERS OF CREDIT
6.1 The Facilities
(a) The Facilities may be utilised by way of Letters of Credit.
(b) Other than Clause 5.5 (Cancellation of Commitment), Clause 5 (Utilisation - Loans) does not apply to utilisations by way of Letters of Credit.
(c) In determining the amount of Available Facility and a Lender’s L/C Proportion of a proposed Letter of Credit for the purposes of this Agreement the Available Commitment of a Lender will be calculated ignoring any cash cover provided for outstanding Letters of Credit.
6.2 Delivery of a Utilisation Request for Letters of Credit
A Borrower (or the Company on its behalf) may request a Letter of Credit to be issued by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.
6.3 Completion of a Utilisation Request for Letters of Credit
Each Utilisation Request for a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:
(a) it specifies that it is for a Letter of Credit;
(b) it identifies the Borrower of the Letter of Credit;
(c) it identifies the Issuing Bank which has agreed to issue the Letter of Credit;
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(d) the proposed Utilisation Date is a Business Day within the Availability Period applicable to the relevant Facility;
(e) the currency and amount of the Letter of Credit comply with Clause 6.4 (Currency and amount);
(f) the form of Letter of Credit is attached;
(g) the Expiry Date of the Letter of Credit falls on or before the relevant Termination Date (unless the Issuing Bank and the Lenders otherwise agree and the relevant Borrower provides cash cover for the Letter of Credit on the relevant Termination Date);
(h) the Term of the Letter of Credit is 12 Months or less (unless the Issuing Bank and the Lenders under the Facility pursuant to which the Letter of Credit is issued otherwise agree and the relevant Borrower provides cash cover for the Letter of Credit on the date falling 12 Months after the date of the issue of the Letter of Credit);
(i) the delivery instructions for the Letter of Credit are specified; and
(j) the beneficiary of the Letter of Credit is identified and approved by the Issuing Bank (acting reasonably and having regard only to legal and regulatory restrictions (if any) and its formal internal policies applicable to letters of credit).
6.4 Currency and amount
(a) The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.
(b) The amount of the proposed Letter of Credit must be an amount whose Base Currency Amount is not more than the Available Facility under the relevant Facility and which is:
(i) if the currency selected is the Base Currency, a minimum of £1,000,000 or, if less, the Available Facility in respect of the relevant Facility;
(ii) if the currency selected is euro, a minimum of €1,000,000 or, if less, the Available Facility in respect of the relevant Facility;
(iii) if the currency selected is dollars, a minimum of $2,000,000 or, if less, the Available Facility in respect of the relevant Facility; or
(iv) if the currency selected is an Optional Currency other than euro or dollars, the minimum amount specified by the Agent pursuant to paragraph (b)(ii) of Clause 4.3 (Conditions relating to Optional Currencies) or, if less, the Available Facility in respect of the relevant Facility.
6.5 Issue of Letter of Credit
(a) If the conditions set out in this Agreement have been met, the Issuing Bank shall issue the requested Letter of Credit on the Utilisation Date.
(b) Subject to Clause 4.1 (Initial conditions precedent), the Issuing Bank will only be obliged to comply with paragraph (a) above in relation to a Letter of Credit, if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date:
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(i) in the case of a Letter of Credit to be renewed in accordance with paragraph (c) of Clause 6.6 (Renewal of a Letter of Credit), no Acceleration Event has occurred; and
(ii) in the case of any other Utilisation by way of Letter of Credit:
(A) no Default is continuing; and
(B) the Repeating Representations to be made by each Obligor by reference to the facts and circumstances then existing are true in all respects, or in the case of such representations and warranties which are not otherwise subject to a materiality threshold or qualification in accordance with their terms, are true in all material respects.
(c) The amount of each Lender’s participation in each Letter of Credit will be equal to the proportion borne by its Available Commitments under the Facility under which the Letter of Credit is issued to the relevant Available Facility immediately prior to the issue of the Letter of Credit.
(d) The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the Issuing Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time.
(e) The Issuing Bank has no duty to enquire of any person whether or not any of the conditions set out in paragraph (b) above have been met. The Issuing Bank may assume that those conditions have been met unless it is expressly notified to the contrary by the Agent. The Issuing Bank will have no liability to any person for issuing a Letter of Credit based on such assumption.
(f) The Issuing Bank is solely responsible for the form of the Letter of Credit that it issues. The Agent has no duty to monitor the form of that document.
(g) Subject to Clause 32.6(a)(i) (Rights and discretions), each of the Issuing Bank and the Agent shall provide the other with any information reasonably requested by the other that relates to a Letter of Credit and its issue.
(h) The Issuing Bank may issue a Letter of Credit in the form of a SWIFT message or other form of communication customary in the relevant market but has not obligation to do so.
6.6 Renewal of a Letter of Credit
(a) A Borrower (or the Company on its behalf) may request that any Letter of Credit issued on behalf of that Borrower be renewed by delivery to the Agent of a Renewal Request in substantially similar form to a Utilisation Request for a Letter of Credit by the Specified Time.
(b) Subject to paragraph (b) of Clause 6.5 (Issue of Letter of Credit), the Finance Parties shall treat any Renewal Request in the same way as a Utilisation Request for a Letter of Credit except that the condition set out in paragraph (f) of Clause 6.3 (Completion of a Utilisation Request for Letters of Credit) shall not apply.
(c) The terms of each renewed Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its renewal, except that:
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(i) its amount may be less than the amount of the Letter of Credit immediately prior to its renewal; and
(ii) its Term shall start on the date which was the Expiry Date of the Letter of Credit immediately prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal Request.
(d) If the conditions set out in this Agreement have been met, the Issuing Bank shall amend and re-issue any Letter of Credit pursuant to a Renewal Request.
6.7 Reduction of a Letter of Credit
(a) If, on the proposed Utilisation Date of a Letter of Credit, any of the Lenders is a Non-Acceptable L/C Lender and:
(i) that Lender has failed to provide cash collateral to the Issuing Bank in accordance with Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender); and
(ii) either:
(A) the Issuing Bank has not required the relevant Borrower to provide cash cover pursuant to Clause 7.5 (Cash cover by Borrower); or
(B) the relevant Borrower has failed to provide cash cover to the Issuing Bank in accordance with Clause 7.5 (Cash cover by Borrower),
the Issuing Bank may reduce the amount of that Letter of Credit by an amount equal to the amount of the participation of that Non-Acceptable L/C Lender in respect of that Letter of Credit and that Non-Acceptable L/C Lender shall be deemed not to have any participation (or obligation to indemnify the Issuing Bank) in respect of that Letter of Credit for the purposes of the Finance Documents.
(b) The Issuing Bank shall notify the Agent and the Company of each reduction made pursuant to this Clause 6.7.
(c) This Clause 6.7 shall not affect the participation of each other Lender in that Letter of Credit.
6.8 Revaluation of Letters of Credit
(a) If any Letters of Credit are denominated in an Optional Currency, the Agent shall at six monthly intervals after the date of this Agreement recalculate the Base Currency Amount of each Letter of Credit by notionally converting into the Base Currency the outstanding amount of that Letter of Credit on the basis of the Agent’s Spot Rate of Exchange on the date of calculation. The Agent shall promptly notify the Company of the amount, if any, by which any Letter of Credit exceeds the Base Currency Amount of such Letter of Credit.
(b) The Company shall, if requested by the Agent within 7 Business Days of any calculation under paragraph (a) above, ensure that within ten Business Days of the revaluation date sufficient Utilisations are prepaid (which may be effected as provided in paragraphs (g) and (h) of Clause 1.2 (Construction)) to prevent the Base Currency Amount of the Utilisations exceeding the Total Commitments (after deducting the total Ancillary Commitments) following any adjustment to a Base Currency Amount under paragraph (a) of this Clause 6.8.
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6.9 Appointment of additional Issuing Banks
Any Lender which has agreed to the Company’s request to be an Issuing Bank pursuant to the terms of this Agreement shall become an Issuing Bank for the purposes of this Agreement upon notifying the Agent and the Company that it has agreed to be an Issuing Bank and on making that notification that Lender shall become bound by the terms of this Agreement as an Issuing Bank. For the avoidance of doubt, there may be more than one Issuing Bank at any time under this Agreement.
7. LETTERS OF CREDIT
7.1 Immediately payable
(a) If a Letter of Credit or any amount outstanding under a Letter of Credit is expressed to be immediately payable, the Borrower that requested (or on behalf of which the Company requested) the issue of that Letter of Credit shall repay or prepay that amount promptly on demand by the relevant Issuing Bank.
(b) Each Issuing Bank shall immediately notify the Agent of any demand received by it under and in accordance with any Letter of Credit (including details of the Letter of Credit under which such demand has been received and the amount demanded). The Agent shall immediately on receipt of any such notice notify the Company, the Borrower for whose account that Letter of Credit was issued and each of the Lenders under the Facility.
7.2 Claims under a Letter of Credit
(a) Each Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim made or purported to be made under a Letter of Credit requested by it (or requested by the Company on its behalf) and which appears on its face to be in order (in this Clause 7, a “claim”).
(b) Each Borrower that requested the relevant Letter of Credit shall immediately on demand or, if such payment is being funded by a Loan, shall within five Business Days of demand, pay to the Agent for the Issuing Bank an amount equal to the amount of any claim provided that if such drawing is for the same amount and in the same currency as such Letter of Credit then it shall be treated as a Rollover Loan.
(c) Each Borrower acknowledges that the Issuing Bank:
(i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and
(ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.
(d) The obligations of a Borrower under this Clause 7 will not be affected by:
(i) the sufficiency, accuracy or genuineness of any claim or any other document; or
(ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.
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7.3 Indemnities
(a) Each Borrower shall within three Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s fraud, gross negligence or wilful misconduct or wilful breach of any Finance Document) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s fraud, gross negligence or wilful misconduct or wilful breach of any Finance Document) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent pursuant to paragraph (b) above, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded.
(d) The Borrower which requested (or on behalf of which the Company requested) a Letter of Credit shall promptly on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in respect of that Letter of Credit except to the extent arising out of the fraud, gross negligence, wilful misconduct of, or wilful breach of the terms of this Agreement in relation to such Letter of Credit by, such Lender.
(e) The obligations of each Lender or Borrower under this Clause 7.3 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(f) If a Borrower has provided cash cover in respect of a Lender’s participation in a Letter of Credit, the Issuing Bank shall seek reimbursement from that cash cover before making a demand of that Lender under paragraph (b) above. Any recovery made by an Issuing Bank pursuant to that cash cover will reduce that Lender’s liability under paragraph (b) above.
(g) The obligations of any Lender or Borrower under this Clause 7.3 will not be affected by any act, omission, matter or thing which, but for this Clause 7.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;
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(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
7.4 Cash collateral by Non-Acceptable L/C Lender
(a) If, at any time, a Lender is a Non-Acceptable L/C Lender, the Issuing Bank may, by notice to that Lender, request that Lender to pay and that Lender shall pay, on or prior to the date falling three Business Days after the request by the Issuing Bank, an amount equal to that Lender’s L/C Proportion of the outstanding amount of any Letter of Credit and in the currency of each such Letter of Credit to an interest-bearing account held in the name of that Lender with the Issuing Bank.
(b) The Non-Acceptable L/C Lender to whom a request has been made in accordance with paragraph (a) above shall enter into a security document or other form of collateral arrangement over the account referred to in paragraph (a) above, in form and substance satisfactory to the Issuing Bank (acting reasonably), as collateral for any amounts due and payable under the Finance Documents by that Lender to the Issuing Bank in respect of that Letter of Credit.
(c) Subject to paragraph (f) below, until no amount is or may be outstanding under that Letter of Credit, withdrawals from the account referred to in paragraph (a) above may only be made to pay to the Issuing Bank amounts due and payable to the Issuing Bank by the Non-Acceptable L/C Lender under the Finance Documents in respect of that Letter of Credit.
(d) Each Lender shall notify the Agent and the Company:
(i) on the date of this Agreement or on any later date on which it becomes such a Lender in accordance with Clause 2.2 (Increase) or Clause 29 (Changes to the Lenders) whether it is a Non-Acceptable L/C Lender; and
(ii) as soon as practicable upon becoming aware of the same, that it has become a Non-Acceptable L/C Lender,
and an indication in a Transfer Certificate or in an Assignment Agreement to that effect will constitute a notice under paragraph (d)(i) to the Agent and, upon delivery in accordance with Clause 29.7 (Copy of Transfer Certificate, Assignment Agreement, Increase Confirmation, Additional Facility Lender Accession Notice, Affiliate
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Ancillary Lender Notice or Substitute Affiliate Lender Designation Notice to the Company), to the Company.
(e) Any notice received by the Agent pursuant to paragraph (d) above shall constitute notice to the Issuing Bank of that Lender’s status and the Agent shall, upon receiving each such notice, promptly notify the Issuing Bank of that Lender’s status as specified in that notice.
(f) If a Lender who has provided cash collateral in accordance with this Clause 7.4:
(i) ceases to be a Non-Acceptable L/C Lender; and
(ii) no amount is due and payable by that Lender in respect of a Letter of Credit,
that Lender may, at any time it is not a Non-Acceptable L/C Lender, by notice to the Issuing Bank request that an amount equal to the amount of the cash provided by it as collateral in respect of that Letter of Credit (together with any accrued interest) standing to the credit of the relevant account held with the Issuing Bank be returned to it and the Issuing Bank shall pay that amount to the Lender within three Business Days after the request from the Lender (and shall cooperate with the Lender in order to procure that the relevant security or collateral arrangement is released and discharged).
7.5 Cash cover by Borrower
(a) If a Lender which is a Non-Acceptable L/C Lender fails to provide cash collateral (or notifies the Issuing Bank that it will not provide cash collateral) in accordance with Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender), the Issuing Bank shall notify the Company (with a copy to the Agent) that it requires the Borrower of the relevant Letter of Credit or proposed Letter of Credit to provide cash cover to an account with the Issuing Bank in an amount equal to that Lender’s L/C Proportion of the outstanding amount of that Letter of Credit and in the currency of that Letter of Credit then that Borrower shall do so within five Business Days (or such longer date as is agreed with the Issuing Bank, acting reasonably) after the notice is given.
(b) Notwithstanding paragraph (d) of Clause 1.2 (Construction) the Issuing Bank shall agree to the withdrawal of amounts up to the level of that cash cover from the account if:
(i) the relevant Lender is no longer a Non-Acceptable L/C Lender and has given notice to this effect to the Issuing Bank;
(ii) the relevant Lender’s obligations in respect of the relevant Letter of Credit are transferred to a New Lender that is not a Non-Acceptable Lender in accordance with the terms of this Agreement; or
(iii) an Increase Lender has agreed to undertake the obligations in respect of the relevant Lenders’ L/C Proportion of the Letter of Credit.
(c) To the extent that a Borrower has complied with its obligations to provide cash cover in respect of a Letter of Credit in accordance with this Clause 7.5, the relevant Lender’s L/C Proportion in respect of that Letter of Credit will remain (but that Lender’s obligations in relation to that Letter of Credit may be satisfied in accordance with paragraph (d)(ii) of Clause 1.2 (Construction)). However, the relevant Borrower’s obligation to pay any Letter of Credit fee in relation to the relevant Letter of Credit to the Agent (for the account of that Lender) in accordance with paragraph
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(b) of Clause 17.6 (Fees payable in respect of Letters of Credit) will be reduced proportionately as from the date on which it complies with that obligation to provide cash cover (and for so long as the relevant amount of cash cover continues to stand as collateral).
(d) The relevant Issuing Bank shall promptly notify the Agent of the extent to which a Borrower provides cash cover pursuant to this Clause 7.5 and of any change in the amount of cash cover so provided.
7.6 Rights of contribution
No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause 7.
8. OPTIONAL CURRENCIES
8.1 Selection of currency
A Borrower (or the Company on its behalf) shall select the currency of a Utilisation in a Utilisation Request.
8.2 Unavailability of a currency
If before the Specified Time on any Quotation Day:
(a) a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or
(b) a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,
the Agent will give notice to the relevant Borrower or Company to that effect by the Specified Time on that day. In this event, any Lender that gives notice pursuant to this Clause 8.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion of the Base Currency Amount, or in respect of a Rollover Loan, an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.
8.3 Agent’s calculations
Each Lender’s participation in a Loan will be determined in accordance with paragraph (b) of Clause 5.4 (Lenders’ participation).
9. ANCILLARY FACILITIES
9.1 Type of Facility
An Ancillary Facility may be by way of:
(a) an overdraft facility;
(b) a cheque clearing facility;
(c) a guarantee, bonding, documentary or stand-by letter of credit facility;
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(d) a short term loan facility;
(e) a derivatives facility;
(f) a BACS facility;
(g) a foreign exchange facility;
(h) a credit card facility;
(i) a derivatives or hedging facility;
(j) an automated payments or other current account facility; or
(k) any other facility or accommodation required in connection with the business of the Group and which is agreed by the Company and an Ancillary Lender.
9.2 Availability
(a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment under a Facility (which shall (except for the purposes of determining the Majority Lenders and of Clause 41.3(g)(vii) (Replacement or repayment of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, not later than three Business Days prior to the Ancillary Commencement Date for an Ancillary Facility (or, in the case of any Ancillary Facility to be made available on the Closing Date, on or before the Closing Date) the Agent has received from the Company:
(i) a notice in writing of the establishment of an Ancillary Facility and specifying:
(A) the proposed Borrower(s) (or Affiliates of a Borrower which is a member of the Group) which may use the Ancillary Facility;
(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;
(C) the proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency);
(ii) a copy of the proposed Ancillary Facility Document; and
(iii) any other information which the Agent may reasonably request in connection with the Ancillary Facility.
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The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility.
No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 9.2). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available,
with effect from the date agreed by the Company and the Ancillary Lender.
9.3 Terms of Ancillary Facilities
(a) Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Company.
(b) However, those terms:
(i) must be based upon normal commercial terms at that time (except as varied by this Agreement);
(ii) may allow only Borrowers (or Affiliates of Borrowers nominated pursuant to Clause 9.9 (Affiliates of Borrowers)) to use the Ancillary Facility;
(iii) may not allow the Ancillary Outstandings to exceed the Ancillary Commitment (and where the Ancillary Facility is an overdraft facility comprising more than one account, Ancillary Outstandings under that Ancillary Facility shall not exceed the Designated Net Amount in respect of that Ancillary Facility);
(iv) may not allow the Ancillary Commitment of a Lender to exceed the Available Commitment of that Lender in relation to the relevant Facility; and
(v) must require that the Ancillary Commitment is reduced to nil, and that all Ancillary Outstandings are repaid (or cash cover provided in respect of all the Ancillary Outstandings) not later than the relevant Termination Date (or such earlier date as the Commitment of the relevant Ancillary Lender (or its Affiliate) under the relevant Facility is reduced to zero), unless such Ancillary Outstandings are cash covered or it is agreed between the relevant Ancillary Lender and the Company that such Ancillary Facility will continue independently of this Agreement.
(c) If there is any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail except for (i) Clause 38.3 (Day count convention) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility; (ii) an Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall prevail to the extent required to permit the netting of balances on those accounts; and (iii) where the relevant term of this Agreement would be contrary to, or inconsistent with, the
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law governing the relevant Ancillary Document, in which case that term of this Agreement shall not prevail.
(d) Interest, commission and fees on Ancillary Facilities are dealt with in Clause 17.7 (Interest, commission and fees on Ancillary Facilities).
9.4 Repayment of Ancillary Facility
(a) An Ancillary Facility shall cease to be available on the relevant Termination Date or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement unless the Ancillary Outstandings in respect of such Ancillary Facility are cash covered or it is agreed between the relevant Ancillary Lender and the Company that such Ancillary Facility will continue independently of this Agreement.
(b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment of the Ancillary Lender shall be reduced to zero (and its Commitment shall be increased accordingly) unless the Ancillary Outstandings in respect of such Ancillary Facility are cash covered or it is agreed between the relevant Ancillary Lender and the Company that such Ancillary Facility will continue independently of this Agreement.
(c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless:
(i) the Total Commitments have been cancelled in full, or all outstanding Utilisations under the Initial Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations immediately due and payable, or the expiry date of the Ancillary Facility occurs; or
(ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or
(iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to the Company and the Agent to enable a Utilisation to be made to refinance those Ancillary Outstandings.
(d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation:
(i) the Commitment of the Ancillary Lender under the relevant Facility will be increased by the amount of its Ancillary Commitment; and
(ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether an Event of Default or Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(iv) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies.
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(e) On the making of a Utilisation to refinance Ancillary Outstandings:
(i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding under the relevant Facility bearing the same proportion to the aggregate amount of the Utilisations then outstanding under the relevant Facility as its Commitment bears to the total Commitments under the relevant Facility; and
(ii) the relevant Ancillary Facility shall be cancelled.
(f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Conduct Authority or other applicable regulatory authorities as netted for capital adequacy purposes.
9.5 Ancillary Outstandings
Each Borrower and each Ancillary Lender agrees with and for the benefit of each Lender that:
(a) the Ancillary Outstandings under any Ancillary Facility provided by that Ancillary Lender shall not exceed the Ancillary Commitment applicable to that Ancillary Facility and where the Ancillary Facility is an overdraft facility comprising more than one account, Ancillary Outstandings under that Ancillary Facility shall not exceed the Designated Net Amount in respect of that Ancillary Facility; and
(b) where all or part of the Ancillary Facility is an overdraft facility comprising more than one account, the Ancillary Outstandings (calculated on the basis that the words in brackets in paragraph (a) of the definition of that term were deleted) shall not exceed the Designated Gross Amount applicable to that Ancillary Facility.
9.6 Adjustment for Ancillary Facilities upon acceleration
In this Clause 9.6:
“Outstandings” means, in relation to a Lender and a Facility, the aggregate of the equivalent in the Base Currency of (i) its participation in each Utilisation then outstanding under the relevant Facility (together with the aggregate amount of all accrued interest, fees and commission owed to it as a Lender), and (ii) if the Lender is also an Ancillary Lender, the Ancillary Outstandings in respect of Ancillary Facilities provided by that Ancillary Lender (or its Affiliate) under the relevant Facility (together with the aggregate amount of all accrued interest, fees and commission owed to it as an Ancillary Lender in respect of the Ancillary Facility).
“Total Outstandings” means, in relation to a Facility, the aggregate of all Outstandings under that Facility.
(a) If a notice is served under Clause 28.9 (Acceleration) (other than a notice declaring Utilisations to be due on demand), each Lender and each Ancillary Lender shall promptly adjust by corresponding transfers (to the extent necessary) their claims in respect of amounts outstanding to them under the Facilities and each Ancillary Facility to ensure that after such transfers the Outstandings of each Lender under a Facility bear the same proportion to the Total Outstandings under the relevant Facility
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as such Lender’s Commitment bears to the total Commitments under the relevant Facility, each as at the date the notice is served under Clause 28.9 (Acceleration).
(b) If an amount outstanding under an Ancillary Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (a) above, then each Lender and Ancillary Lender will make a further adjustment by corresponding transfers (to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability.
(c) Prior to the application of the provisions of paragraph (a) of this Clause 9.6, an Ancillary Lender that has provided an overdraft comprising more than one account under an Ancillary Facility shall set-off any liabilities owing to it under such overdraft facility against credit balances on any account comprised in such overdraft facility.
(d) Any transfer of rights and obligations relating to Outstandings made pursuant to this Clause 9.6 shall be made for a purchase price in cash, payable at the time of transfer, in an amount equal to those Outstandings.
(e) All calculations to be made pursuant to this Clause 9.6 shall be made by the Agent based upon information provided to it by the Lenders and Ancillary Lenders.
26.1 Information
Each Borrower and each Ancillary Lender shall, promptly upon request by the Agent, supply the Agent with any information relating to the operation of an Ancillary Facility (including the Ancillary Outstandings) as the Agent may reasonably request from time to time. Each Borrower consents to all such information being released to the Agent and the other Finance Parties.
26.2 Affiliates of Lenders as Ancillary Lenders
(a) Subject to the terms of this Agreement, an Affiliate of a Lender may become an Ancillary Lender. In such case, the Lender and its Affiliate shall be treated as a single Lender whose Commitment is the amount set out opposite the relevant Lender’s name in Part 2 of Schedule 1 (The Original Parties) and/or the amount of any Commitment transferred to or assumed by that Lender under this Agreement, to the extent (in each case) not cancelled, reduced or transferred by it under this Agreement. For the purposes of calculating the Lender’s Available Commitment under each Facility, the Lender’s Commitment shall be reduced to the extent of the aggregate of the Ancillary Commitments of its Affiliates.
(b) The Company shall specify any relevant Affiliate of a Lender in any notice delivered by the Company to the Agent pursuant to paragraph (b)(i) of Clause 9.2 (Availability) (any such notice specifying an Affiliate of a Lender, an “Affiliate Ancillary Lender Notice”).
(c) An Affiliate of a Lender which becomes an Ancillary Lender shall accede to the Intercreditor Agreement as an Ancillary Lender and any person which so accedes to the Intercreditor Agreement shall, at the same time, become a party to this Agreement as an Ancillary Lender in accordance with clause 21.13 (Creditor/Creditor Representative Accession Undertaking) of the Intercreditor Agreement.
(d) If a Lender assigns all of its rights and benefits or transfers all of its rights and obligations to a New Lender (as defined in Clause 29 (Changes to the Lenders)), its
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Affiliate shall cease to have any obligations under this Agreement or any Ancillary Document.
(e) Where this Agreement or any other Finance Document imposes an obligation on an Ancillary Lender and the relevant Ancillary Lender is an Affiliate of a Lender which is not a party to that document, the relevant Lender shall ensure that the obligation is performed by its Affiliate.
9.9 Affiliates of Borrowers
(a) Subject to the terms of this Agreement, an Affiliate of a Borrower which is a member of the Group may with the approval of the relevant Lender become a borrower with respect to an Ancillary Facility.
(b) The Company shall specify any relevant Affiliate of a Borrower in any notice delivered by the Company to the Agent pursuant to paragraph (b)(i) of Clause 9.2 (Availability).
(c) If a Borrower ceases to be a Borrower under this Agreement in accordance with Clause 31.3 (Resignation of a Borrower), any Affiliate designated as the Affiliate of such Borrower pursuant to paragraph (b) above shall cease to have any rights under this Agreement or any Ancillary Document.
(d) Where this Agreement or any other Finance Document imposes an obligation on a Borrower under an Ancillary Facility and the relevant Borrower is an Affiliate of a Borrower which is not a party to that document, the relevant Borrower shall ensure that the obligation is performed by its Affiliate.
(e) Any reference in this Agreement or any other Finance Document to a Borrower being under no obligations (whether actual or contingent) as a Borrower under such Finance Document shall be construed to include a reference to any Affiliate of a Borrower being under no obligations under any Finance Document or Ancillary Document.
9.10 Commitment amounts
Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Commitment under each Facility is not less than the aggregate of:
(a) its Ancillary Commitment in respect of that Facility; and
(b) the Ancillary Commitment of its Affiliate in respect of that Facility.
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SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION
10. REPAYMENT
10.1 Repayment of Loans
(a) Subject to paragraph (c) below, each Borrower which has drawn a Loan shall repay that Loan on the last day of its Interest Period.
(b) Without prejudice to each Borrower’s obligation under paragraph (a) above, if one or more Loans are to be made available to a Borrower:
(i) on the same day that a maturing Loan is due to be repaid by that Borrower;
(ii) in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 8.2 (Unavailability of a currency)); and
(iii) in whole or in part for the purpose of refinancing the maturing Loan,
the aggregate amount of the new Loans shall be treated as if applied in or towards repayment of the maturing Loan so that:
(A) if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:
(I) the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and
(II) each Lender’s participation (if any) in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the maturing Loan and that Lender will not be required to make its participation in the new Loans available in cash; and
(B) if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:
(I) the relevant Borrower will not be required to make any payment in cash; and
(II) each Lender will be required to make its participation in the new Loans available in cash only to the extent that its participation (if any) in the new Loans exceeds that Lender’s participation (if any) in the maturing Loan and the remainder of that Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan.
(c) At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Loans then outstanding will be automatically extended to the relevant Termination Date in relation to the Facilities and will be treated as separate Loans (the “Separate Loans”) denominated in the currency in which the relevant participations are outstanding.
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(d) A Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving five Business Days’ prior notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt.
(e) Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Borrower by the time and date specified by the Agent (acting reasonably) and will be payable by that Borrower to the Defaulting Lender on the last day of each Interest Period of that Loan.
(f) The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (c) to (e) above, in which case those paragraphs shall prevail in respect of any Separate Loan.
11. ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION
11.1 Illegality
If, after the date of this Agreement (or, if later, the date the relevant Lender became a Party), it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Utilisation or it becomes after the date of this Agreement (or, if later, the date the relevant Lender became a Party) unlawful for any Affiliate of a Lender for that Lender to do so:
(a) that Lender shall promptly notify the Agent upon becoming aware of that event and the Agent shall promptly notify the Company after receiving such notice;
(b) upon the Agent notifying the Company, the Available Commitment of that Lender will be immediately reduced and cancelled to the extent necessary to comply with applicable laws or avoid the relevant unlawfulness; and
(c) to the extent that the Lender’s participation has not been transferred pursuant to Clause 41.3(g)(vii) (Replacement or repayment of Lender), each Borrower shall repay that Lender’s reduced or cancelled participation in the Utilisations made to that Borrower (or procure the transfer of that Lender’s participation at par to another Lender willing to accept such transfer) on the last day of the Interest Period for each Utilisation occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.
11.2 Illegality in relation to Issuing Bank
If after the date of this Agreement (or, if later, the date the relevant Issuing Bank became a Party), it becomes unlawful for an Issuing Bank to issue or leave outstanding any Letter of Credit, then:
(a) that Issuing Bank shall promptly notify the Agent upon becoming aware of that event and the Agent shall promptly notify the Company after receiving such notice;
(b) upon the Agent notifying the Company, the Issuing Bank, shall not be obliged to issue any Letter of Credit to the extent such issuance would be unlawful;
(c) to the extent it would be unlawful for any such Letter of Credit to remain outstanding the Company shall procure that each Obligor shall use all reasonable endeavours to
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procure the release of each Letter of Credit affected by such change in law issued by that Issuing Bank and outstanding at such time on or before the date specified by that Issuing Bank in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law); and
(d) unless any other Lender under the relevant Facility has agreed to be an Issuing Bank pursuant to the terms of this Agreement, the relevant Facility shall cease to be available for the issue of Letters of Credit for so long as no other Lender under that Facility has agreed to be an Issuing Bank (in the case of Letters of Credit).
11.3 Voluntary cancellation
The Company may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (but if in part, being a minimum amount of £1,000,000) of the Available Facilities. Any cancellation under this Clause 11.3 shall reduce the Available Commitments of the Lenders rateably under that Facility.
11.4 Voluntary prepayment of Utilisations
A Borrower to which a Utilisation has been made may, if it or the Company gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Utilisation (but if in part, being an amount that reduces the Base Currency Amount of the Utilisation by a minimum amount of £1,000,000).
11.5 Right of cancellation and repayment in relation to a single Lender or Issuing Bank
(a) If:
(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 18.2 (Tax gross-up);
(ii) any Lender or Issuing Bank claims indemnification from the Company or an Obligor under Clause 18.3 (Tax indemnity) or Clause 19.1 (Increased costs); or
(iii) any Lender invokes Clause 16.3 (Market disruption),
then:
(A) if the circumstance relates to a Lender, the Company may:
(I) require the transfer or assignment in accordance with this Agreement of all (but at par only) of that Lender’s Commitments and participations in the Utilisations to a person nominated by the Company willing to accept that transfer or assignment; or
(II) give the Agent notice of cancellation of all or any part of the Commitments of that Lender and the Company’s intention to procure the repayment of all of that Lender’s participations in the Utilisations, whereupon the relevant part of the Commitments of that Lender shall immediately be reduced to zero;
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(B) if the circumstance relates to an Ancillary Lender, the Company may give the Agent notice of cancellation of all or any part of that person’s Ancillary Commitment and the Company’s intention to procure the repayment of all of the utilisations of any Ancillary Facility granted by that person, whereupon the relevant part of that Ancillary Commitment of that person shall immediately be reduced to zero; and
(C) if the circumstance relates to an Issuing Bank:
(I) the Company may give the Agent notice of cancellation of its appointment as Issuing Bank under this Agreement in relation to any Letters of Credit to be issued in the future and the Company’s intention to procure either the reduction to zero of that Issuing Bank’s contingent liability under any Letter of Credit or the provision of full cash cover in respect of that Issuing Bank’s maximum contingent liability under each outstanding Letter of Credit or to otherwise repay in full each Letter of Credit issued by that Issuing Bank; and
(II) if the Company gives notice under paragraph (C)(1) above, the Facility shall cease to be available for the issue of Letters of Credit by the relevant Issuing Bank.
(b) On the last day of each Interest Period which ends after the Company has given notice under paragraph (a)(A), (a)(B) or (a)(C)(1) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility is outstanding shall repay that Lender’s participation in that Utilisation or the utilisation of the Ancillary Facility granted by that Ancillary Lender (or, if applicable, the relevant part thereof) together with, in each case, all interest and other amounts accrued under the Finance Documents or, as the case may be, provide full cash cover in respect of any Letter of Credit issued by that Issuing Bank (or, if applicable, otherwise repay the relevant Letter of Credit).
11.6 Right of cancellation in relation to a Defaulting Lender
(a) If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent three Business Days’ notice of cancellation of the Available Commitments in relation to each Facility of that Lender.
(b) On the notice referred to in paragraph (a) above becoming effective, the Available Commitments in relation to each Facility of the Defaulting Lender shall immediately be reduced to zero.
(c) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.
12. MANDATORY PREPAYMENT
12.1 Change of Control
Upon the occurrence of a Change of Control:
(a) the Company shall promptly notify the Agent upon becoming aware of a Change of Control and the Agent shall promptly notify the Lenders thereafter (the “Agent’s Notice”); and
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(b) provided that such request is made prior to the date falling 30 days after the date of the Agent’s Notice, if any Lender so requires:
(i) the Agent shall promptly notify the Company (the “Notice to the Company”) that the Commitment of that Lender shall be cancelled on the date falling 30 days (or if such date is not a Business Day, the next Business Day) after the date of the Notice to the Company; and
(ii) the Commitment of that Lender will be cancelled and that Lender’s participation in all outstanding Utilisations and that Lender’s Ancillary Outstandings, together with accrued interest and all other amounts accrued to that Lender under the Finance Documents, shall become due and payable, and shall be repaid in full, in each case, on the date falling 30 days (or if such date is not a Business Day, the next Business Day) after the date of the Notice to the Company.
13. RESTRICTIONS
13.1 Notices of Cancellation or Prepayment
(a) Subject to paragraph (b) below, any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 11 (Illegality, Voluntary Prepayment and Cancellation), shall (subject to the terms of those Clauses) be irrevocable (unless otherwise agreed by the Majority Lenders) and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.
(b) In the event that the Borrower or the Company delivers, in relation to a voluntary prepayment and/or cancellation only, a conditional notice and/or revocable notice of cancellation and/or prepayment under this Agreement (which, for the avoidance of doubt, it shall be permitted to do), unless the Borrower or the Company (as applicable) gives notice to the Agent of at least one Business Day prior to the date on which the cancellation and/or prepayment was to be made, the Borrower or the Company (as applicable) shall be liable for any Break Costs if the relevant cancellation and/or prepayment is not made.
13.2 Interest and other amounts
Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to payment of any Break Costs, without premium or penalty.
13.3 Reborrowing of Facility
Unless a contrary indication appears in this Agreement, any part of the Facilities which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.
13.4 Prepayment in accordance with Agreement
No Borrower shall repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.
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13.5 No reinstatement of Commitments
Subject to Clause 2.2 (Increase) and Clause 2.3 (Additional Facilities), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
13.6 Agent’s receipt of Notices
If the Agent receives a notice under Clause 11 (Illegality, Voluntary Prepayment and Cancellation), it shall promptly forward a copy of that notice or election to either the Company or the affected Lender, as appropriate.
13.7 Effect of Repayment and Prepayment on Commitments
If all or part of a Utilisation under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Utilisation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this Clause 13.7 shall reduce the Commitments of the Lenders rateably under that Facility.
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SECTION 5
COSTS OF UTILISATION
14. INTEREST
14.1 Calculation of interest
The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:
(a) Margin; and
(b) LIBOR or, in relation to any Loan in euro, EURIBOR;
14.2 Payment of interest
The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six Monthly intervals after the first day of the Interest Period).
14.3 Default interest
(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is one per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 14.3 shall be immediately payable by the Obligor on demand by the Agent.
(b) If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:
(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and
(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be one per cent. higher than the rate which would have applied if the overdue amount had not become due.
(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.
14.4 Notification of rates of interest
(a) The Agent shall promptly notify the Lenders and the relevant Borrower (or the Company) of the determination of a rate of interest under this Agreement.
(b) The Agent shall promptly notify the relevant Borrower (or the Company) of each Funding Rate relating to a Loan.
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15. INTEREST PERIODS
15.1 Selection of Interest Periods and Terms
(a) A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan.
(b) Subject to this Clause 15, a Borrower (or the Company) may select an Interest Period of one, two, three or six Months or any other period agreed between the relevant Borrower (or the Company) and the Agent (acting on the instructions of all the Lenders in relation to the relevant Loan).
(c) An Interest Period for a Loan shall not extend beyond the relevant Termination Date.
(d) A Loan has one Interest Period only.
15.2 Non-Business Days
If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
16. CHANGES TO THE CALCULATION OF INTEREST
16.1 Unavailability of Screen Rate
(a) Interpolated Screen Rate: If no Screen Rate is available for LIBOR or, if applicable, EURIBOR for the Interest Period of a Loan, the applicable LIBOR or EURIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.
(b) Shortened Interest Period: If no Screen Rate is available for LIBOR or, if applicable, EURIBOR for:
(i) the currency of a Loan; or
(ii) the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate,
the Interest Period of that Loan shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable LIBOR or EURIBOR for that shortened Interest Period shall be determined pursuant to the relevant definition.
(c) Shortened Interest Period and Historic Screen Rate: If the Interest Period of a Loan is, after giving effect to paragraph (b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no Screen Rate is available for LIBOR or, if applicable EURIBOR for:
(i) the currency of that Loan; or
(ii) the Interest Period of that Loan and it is not possible to calculate the Interpolated Screen Rate,
the applicable LIBOR or EURIBOR shall be the Historic Screen Rate for that Loan.
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(d) Shortened Interest Period and Interpolated Historic Screen Rate: If paragraph (c) above applies but no Historic Screen Rate is available for the Interest Period of the Loan, the applicable LIBOR or EURIBOR shall be the Interpolated Historic Screen Rate for a period equal in length to the Interest Period of that Loan.
(e) Base Reference Bank Rate: If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Screen Rate, the Interest Period of that Loan shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and the applicable LIBOR or EURIBOR shall be the Base Reference Bank Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the Interest Period of that Loan.
(f) Alternative Reference Bank Rate: If paragraph (e) above applies but no Base Reference Bank Rate is available for the relevant currency or Interest Period the applicable LIBOR or EURIBOR shall be the Alternative Reference Bank Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the Interest Period of that Loan.
(g) Cost of funds: If paragraph (f) above applies but no Alternative Reference Bank Rate is available for the relevant currency or Interest Period there shall be no LIBOR or EURIBOR for that Loan and Clause 16.4 (Cost of funds) shall apply to that Loan for that Interest Period.
16.2 Calculation of Base Reference Bank Rate and Alternative Reference Bank Rate
(a) Subject to paragraph (b) below, if LIBOR or, if applicable, EURIBOR is to be determined on the basis of a Base Reference Bank Rate but a Base Reference Bank does not supply a quotation by the Specified Time, the Base Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Base Reference Banks.
(b) If at or about noon on the Quotation Day none or only one of the Base Reference Bank supplies a quotation, there shall be no Base Reference Bank Rate for the relevant Interest Period.
(c) Subject to paragraph (d) below, if LIBOR or EURIBOR is to be determined on the basis of an Alternative Reference Bank Rate but an Alternative Reference Bank does not supply a quotation by the Specified Time, the Alternative Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Alternative Reference Banks.
(d) If before close of business in London on the date falling one Business Day after the Quotation Day none or only one of the Alternative Reference Banks supplies a quotation, there shall be no Alternative Reference Bank Rate for the relevant Interest Period.
16.3 Market disruption
(a) If LIBOR or, if applicable, EURIBOR is determined otherwise than on the basis of an Alternative Reference Bank Rate and before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR or, if applicable, EURIBOR then the applicable LIBOR or EURIBOR shall be the Alternative Reference Bank Rate as of the Specified Time for the currency of that Loan and for a period equal in length to
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the Interest Period of that Loan and if no Alternative Reference Bank Rate is available for the relevant currency or Interest Period there shall be no LIBOR or, as the case may be, EURIBOR for that Loan and Clause 16.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.
(b) If LIBOR or, if applicable, EURIBOR is determined on the basis of an Alternative Reference Bank Rate and before close of business in London on the date falling four Business Days after the Quotation Day for the relevant Interest Period of the Loan, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 40 per cent. of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR or, if applicable, EURIBOR then Clause 16.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.
16.4 Cost of funds
(a) If this Clause 16.4 applies, the rate of interest on the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:
(i) the Margin; and
(ii) the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event by close of business on the date falling two Business Days after the Quotation Day (or, if earlier, on the date falling two Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select.
(b) If this Clause 16.4 applies and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.
(c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders (other than any Defaulting Lenders) and the Company, be binding on all Parties.
(d) If this Clause 16.4 applies pursuant to Clause 16.3 (Market disruption) and:
(i) a Lender’s Funding Rate is less than LIBOR or, in relation to any Loan in euro, EURIBOR; or
(ii) a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above,
the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR or, in relation to a Loan in euro, EURIBOR.
(e) If this Clause 16.4 applies pursuant to Clause 16.1 (Unavailability of Screen Rate) but any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.
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16.5 Break Costs
(a) Each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.
(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.
17. FEES
17.1 Commitment fee
(a) The Company shall pay (or shall procure the payment of) to the Agent (for the account of each Lender) a fee in the Base Currency:
(i) computed at the rate per annum of 40 per cent. of the applicable Margin on that Lender’s Available Commitment under the Initial Facility from (and including) the date of this Agreement to (and including) the last day of the Availability Period applicable to the Initial Facility; and
(ii) in respect of any Additional Facility, the rate specified in the Additional Facility Notice delivered by the Company in accordance with Clause 2.3 (Additional Facilities) on that Lender’s Available Commitment under that Additional Facility for the Availability Period applicable to that Additional Facility.
(b) The accrued commitment fee is payable:
(i) on the last day of each successive period of three Months which ends during the relevant Availability Period;
(ii) on the last day of the relevant Availability Period; and
(iii) on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.
(c) No commitment fee is payable prior to the Closing Date or unless the Closing Date occurs.
(d) No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.
17.2 Arranger fee
The Company shall pay (or shall procure the payment of) to the Arranger an arranger fee in the amount and at times agreed in a Fee Letter. No arranger fee is payable prior to the Closing Date or unless the Closing Date occurs.
17.3 Upfront fee
The Company shall pay (or shall procure the payment of) to the Original Lenders an upfront fee in the amount and at the times agreed in a Fee Letter. No upfront fee is payable prior to the Closing Date or unless the Closing Date occurs.
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17.4 Agency fee
The Company shall pay (or shall procure the payment of) to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter. No agency fee is payable prior to the Closing Date or unless the Closing Date occurs.
17.5 Security Trustee fee
The Company shall pay (or shall procure the payment of) to the Security Trustee (for its own account) a security trustee fee in the amount and at the times agreed in a Fee Letter. No security trustee fee is payable prior to the Closing Date or unless the Closing Date occurs.
17.6 Fees payable in respect of Letters of Credit
(a) Each Borrower shall pay to the Issuing Bank a fronting fee at the rate of 0.125 per cent. per annum (or such other amount as is agreed between the Company and the relevant Issuing Bank) on the outstanding amount of any Letter of Credit which is counter-indemnified by the Lenders other than by the Issuing Bank or any of its Affiliates requested by it for the period from the issue of that Letter of Credit until its Expiry Date.
(b) Subject to paragraph (d) below, each Borrower shall pay to the Agent (for the account of each Lender) a Letter of Credit fee in the Base Currency (computed at the rate equal to the Margin applicable to a Loan) on the outstanding amount of each Letter of Credit requested by it for the period from the issue of that Letter of Credit until its Expiry Date. This fee shall be distributed according to each Lender’s L/C Proportion of that Letter of Credit.
(c) The accrued fronting fees and Letter of Credit fee on a Letter of Credit shall be payable on the last day of each successive period of three Months (or such shorter period as shall end on the Expiry Date for that Letter of Credit) starting on the Closing Date. The accrued fronting fees and Letter of Credit fee are also payable to the Agent on the cancelled amount of any Lender’s Commitment at the time the cancellation is effective if that Commitment is cancelled in full and the Letter of Credit is prepaid or repaid in full.
(d) If a Borrower cash covers any part of a Letter of Credit then:
(i) in respect of that part of such Letter of Credit that cash cover has been provided for, 50 per cent of the Letter of Credit fee under paragraph (b) above shall be payable. No other Letter of Credit fee under paragraph (b) above shall be payable but, unless otherwise agreed with the relevant Issuing Bank, the fronting fee payable to the Issuing Bank shall continue to be payable until the expiry of the Letter of Credit; and
(ii) each Borrower will be entitled to withdraw the interest accrued on the cash cover to pay the fees set out in sub paragraph (i) above.
(e) The Company may pay (or may procure the payment of) on behalf of each Borrower to the Issuing Bank (for its own account) an issue/administration fee (if any) in the amount and at the times specified as may be agreed in a Fee Letter.
(f) No fees are payable under this Clause 17.6 prior to the Closing Date or unless the Closing Date occurs.
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17.7 Interest, commission and fees on Ancillary Facilities
The rate and time of payment of interest, commission, fees and any other remuneration in respect of each Ancillary Facility shall be determined by agreement between the relevant Ancillary Lender and the Borrower of that Ancillary Facility based upon normal market rates and terms.
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SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS
18. TAX GROSS-UP AND INDEMNITIES
18.1 Definitions
In this Agreement:
“Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant Borrower, which:
(a) where it relates to a UK Treaty Lender that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender’s name in Part 2 of Schedule 1 (The Original Parties), and
(i) where the Borrower is the Original Borrower, is filed with HM Revenue & Customs within 30 days of the date of this Agreement; or
(ii) where the Borrower is an Additional Borrower, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes an Additional Borrower; or
(b) where it relates to a UK Treaty Lender that is a New Lender, an Increase Lender, an Additional Facility Lender or Substitute Affiliate Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that UK Treaty Lender in the relevant Transfer Certificate, Assignment Agreement, Increase Confirmation, Additional Facility Lender Accession Notice or Substitute Affiliate Lender Designation Notice, and
(i) where the Borrower is a Borrower as at the relevant Transfer Date or Increase Date (or date on which an Additional Facility Commitment or Substitute Affiliate Lender Designation Notice takes effect) is filed with HM Revenue & Customs within 30 days of that Transfer Date (or date on which the increase in Commitments described in the relevant Increase Confirmation, the Additional Facility Commitment in the Additional Facility Lender Accession Notice or Substitute Affiliate Lender Designation Notice takes effect); or
(ii) where the Borrower is not a Borrower as at the relevant Transfer Date or Increase Date (or date on which an Additional Facility Commitment or Substitute Affiliate Lender Designation Notice takes effect), is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes an Additional Borrower.
“Protected Party” means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.
“Qualifying Lender” means:
(a) a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:
(i) a Lender:
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(A) which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payment apart from section 18A of the CTA; or
(B) in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance;
(ii) a Lender which is:
(A) a company resident in the United Kingdom for United Kingdom tax purposes;
(B) a partnership each member of which is:
(1) a company so resident in the United Kingdom; or
(2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA;
(C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or
(iii) a UK Treaty Lender; or
(b) a building society (as defined for the purposes of section 880 of the ITA) making an advance under a Finance Document.
“Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:
(a) a company resident in the United Kingdom for United Kingdom tax purposes; or
(b) a partnership each member of which is:
(i) a company so resident in the United Kingdom; or
(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or
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(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.
“Tax Credit” means a credit against, relief or remission for, or repayment of, any Tax.
“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document other than a FATCA Deduction.
“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 18.2 (Tax gross-up) or a payment under Clause 18.3 (Tax indemnity).
“Treaty Lender” means a UK Treaty Lender or a US Treaty Lender as appropriate.
“UK Non-Bank Lender” means where a Lender becomes a Party after the day on which this Agreement is entered into, a Lender which gives a Tax Confirmation in the Assignment Agreement or Transfer Certificate which it executes on becoming a Party.
“UK Treaty Lender” means a Lender which:
(a) is treated as a resident of a UK Treaty State for the purposes of the UK Treaty;
(b) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected; and
(c) fulfils any other conditions which must be fulfilled under the UK Treaty by residents of that UK Treaty State for such residents to obtain full exemption from taxation on interest imposed by the jurisdiction of incorporation of the Borrower, subject to the completion of procedural formalities.
“UK Treaty State” means a jurisdiction having a double taxation agreement (a “UK Treaty”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.
“US Qualifying Lender” means a Lender which:
(a) is a U.S. Person;
(b) is not a U.S. Person but is entitled to complete exemption from withholding of US federal income tax on interest payable to it in respect of a Loan or Commitment;
(c) is a US Treaty Lender; or
(d) would have fallen within either paragraph (a), (b) or (c) above but for any change after the date of this Agreement in (or in the interpretation, administration or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority.
“US Treaty Lender” means a Lender which:
(a) is treated as a resident of a US Treaty State for the purposes of the US Treaty;
(b) does not carry on a business in the United States through a permanent establishment with which that Lender’s participation in the Loan is effectively connected; and
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(c) fulfils any other conditions which must be fulfilled under the US Treaty by residents of that US Treaty State for such residents to obtain full exemption from taxation on interest or other amounts payable under this Agreement imposed by the United States subject to the completion of procedural formalities.
“US Treaty State” means a jurisdiction having a double taxation agreement (a “US Treaty”) with the United States which makes provision for full exemption from tax imposed by the United States on interest or other amounts payable under this Agreement.
“Withholding Form” means the US Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI or W-9 (or, in each case, any successor form and, in each case, attached to an IRS Form W-8IMY if required) or any other US Internal Revenue Service form by which a person may claim an exemption from withholding of US federal income tax on interest payments to that person and, in the case of a person claiming an exemption under the “portfolio interest exemption”, a statement certifying that such person is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B), a “10 per cent. shareholder” of the Borrower (or its “regarded owner” for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” that is related to the Borrower (or its “regarded owner” for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(C) of the Code.
Unless a contrary indication appears, in this Clause 18 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.
18.2 Tax gross-up
(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
(b) The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender or Issuing Bank shall notify the Agent on becoming so aware in respect of a payment payable to that Lender or Issuing Bank. If the Agent receives such notification from a Lender or Issuing Bank it shall notify the Company and that Obligor.
(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
(d) A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:
(i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or
(ii) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and:
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(A) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Company a certified copy of that Direction; and
(B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or
(iii) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and:
(A) the relevant Lender has not given a Tax Confirmation to the Company; and
(B) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or
(iv) the relevant Lender is a UK Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (i) or (j) below.
(e) A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United States from a payment to a Lender in respect of a Loan, if on the date on which the payment falls due:
(i) that Lender has not complied with its obligations under paragraph (f) below;
(ii) that Lender was not a US Qualifying Lender on the date it first became a Lender; or
(iii) that Lender is not or has ceased to be a US Qualifying Lender.
(f) Each US Qualifying Lender shall submit to the Borrower and the Agent two duly completed and signed copies of the relevant Withholding Form on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of such Borrower or the Agent, as applicable, or on or before the expiration, obsolescence or invalidity of any previously delivered Withholding Form). If the Agent is not a U.S. Person, such Agent shall provide US Internal Revenue Service Form W-8IMY to the Borrower indicating its applicable status, together with any required attachments, on or before it becomes the Agent and from time to time thereafter upon the expiration of the previously delivered form.
(g) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
(h) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party
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that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
(i)
(i) Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction and, in particular, a Treaty Lender shall, as soon as reasonably practicable, make and file an appropriate application for relief under the relevant Treaty.
(ii)
(A) a UK Treaty Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part 2 of Schedule 1 (The Original Parties); and
(B) a New Lender, Increase Lender, Additional Facility lender or Substitute Affiliate Lender that is a UK Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate, Assignment Agreement, Increase Confirmation, Additional Facility Lender Accession Notice or Substitute Affiliate Lender Designation Notice which it executes,
and, having done so, that Lender shall be under no obligation pursuant to paragraph (i) above.
(j) If a UK Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (i)(ii) above and:
(i) a Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or
(ii) a Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but:
(A) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or
(B) HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing,
and in each case, the Borrower has notified that Lender in writing, that Lender and the Borrower shall co-operate in completing any additional procedural formalities necessary for that Borrower to obtain authorisation to make that payment without a Tax Deduction.
(k) If a UK Treaty Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (i)(ii) above, no Obligor
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shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Utilisation unless the Lender otherwise agrees.
(l) A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for delivery to the relevant Lender.
(m) A UK Non-Bank lender which becomes a Party on the day on which this Agreement is entered into gives a Tax Confirmation to the Company by entering into this Agreement.
(n) A UK Non-Bank Lender shall promptly notify the Company and the Agent if there is any change in the position from that set out in the Tax Confirmation.
18.3 Tax indemnity
(a) The Company shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.
(b) Paragraph (a) above shall not apply:
(i) with respect to any Tax assessed on a Finance Party:
(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or
(B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,
if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or
(ii) to the extent a loss, liability or cost:
(A) is compensated for by an increased payment under Clause 18.2 (Tax gross-up); or
(B) would have been compensated for by an increased payment under Clause 18.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) or (e) of Clause 18.2 (Tax gross-up) applied;
(C) relates to a FATCA Deduction required to be made by a Party;
(D) is attributable to any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy); or
(iii) with respect to any failure to make a Tax Deduction on account of Tax imposed by the United States from a payment to a Lender in respect of a Loan, if on the date on which the payment falls due paragraph (e)(i), (ii) or (iii) of Clause 18.2 (Tax gross-up) applied to the Lender concerned.
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(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company.
(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 18.3, notify the Agent.
18.4 Tax Credit
If an Obligor makes a Tax Payment and the relevant Finance Party determines that:
(a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and
(b) that Finance Party has obtained and utilised that Tax Credit,
the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.
18.5 Lender Status Confirmation
(a) Each Lender which becomes a Party to this Agreement in respect of an advance to an Obligor incorporated in the United Kingdom, after the date of this Agreement shall indicate, in the Transfer Certificate, Assignment Agreement, Increase Confirmation, Additional Facility Lender Accession Notice or Substitute Affiliate Lender Designation Notice which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:
(i) not a Qualifying Lender;
(ii) a Qualifying Lender (other than a UK Treaty Lender); or
(iii) a UK Treaty Lender.
(b) Each Lender which becomes a Party to this Agreement in respect of an advance to an Obligor incorporated in the U.S., after the date of this Agreement shall indicate, in the Transfer Certificate, Assignment Agreement, Increase Confirmation, Additional Facility Lender Accession Notice or Substitute Affiliate Lender Designation Notice which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, whether or not it is a US Qualifying Lender.
(c) If a New Lender, Increase Lender, Additional Facility Lender or Substitute Affiliate Lender fails to indicate its status in accordance with this Clause 18.5 then such New Lender, Increase Lender, Additional Facility Lender or Substitute Affiliate Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender or US Qualifying Lender (as appropriate) until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate, Assignment Agreement, Increase Confirmation, Additional Facility Lender Accession Notice or Substitute Affiliate Lender Designation Notice shall not be invalidated by any failure of a Lender to comply with this Clause 18.5.
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18.6 FATCA Deduction
(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Company and the Agent and the Agent shall notify the other Finance Parties.
18.7 Stamp taxes
The Company shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, other than in respect of any transfer, assignment or sub-participation by a Lender (unless such transfer, assignment or sub-participation is made at the written request of the Company).
18.8 VAT
(a) All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).
(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):
(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and
(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably
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determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.
(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
(d) Any reference in this Clause 18.8 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).
18.9 FATCA Information
(a) Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:
(i) confirm to that other Party whether it is:
(A) a FATCA Exempt Party; or
(B) not a FATCA Exempt Party;
(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and
(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation or exchange of information regime.
(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.
(c) Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:
(i) any law or regulation;
(ii) any fiduciary duty; or
(iii) any duty of confidentiality.
(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as
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the Party in question provides the requested confirmation, forms, documentation or other information.
(e) If a Borrower is a U.S. Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten Business Days of:
(i) where a Borrower is a U.S. Tax Obligor and the relevant Lender is an Original Lender, the First Amendment and Restatement Effective Date;
(ii) where a Borrower is a U.S. Tax Obligor on a date on which any other Lender becomes a Party as a Lender, that date;
(iii) the date a new U.S. Tax Obligor accedes as a Borrower; or
(iv) where a Borrower is not a U.S. Tax Obligor, the date of a request from the Agent,
supply to the Agent:
(A) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or
(B) any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.
(f) The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower.
(g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.
(h) The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above.
19. INCREASED COSTS
19.1 Increased costs
(a) Subject to Clause 19.3 (Exceptions) the Company shall, within five Business Days of a written demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:
(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date it became a Party to this Agreement;
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(ii) compliance with any law or regulation made after the date it became Party to this Agreement;
(iii) the implementation or application of, or compliance with, Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV; or
(iv) application of, or compliance with, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith.
43.1 In this Agreement:
(a) “Increased Costs” means (without double counting):
(A) a reduction in the rate of return from the Facilities or on a Finance Party’s (or its Affiliate’s) overall capital;
(B) an additional or increased cost; or
(C) a reduction of any amount due and payable under any Finance Document,
which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is directly attributable to that Finance Party having entered into its Commitment or an Ancillary Commitment or funding or performing its obligations under any Finance Document or Letter of Credit;
(ii) “Basel III” means:
(A) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
(B) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement — Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
(C) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”; and
(iii) “CRD IV” means:
(A) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012; and
(B) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the
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prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.
19.2 Increased cost claims
(a) A Finance Party intending to make a claim pursuant to Clause 19.1 (Increased costs) shall as soon as reasonably practicable notify the Agent of the event giving rise to the claim and whether it intends to make a claim, following which the Agent shall promptly notify the Company.
(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate (giving reasonable details of the circumstances giving rise to such claim and of the calculation of Increased Cost) confirming the amount of its Increased Costs.
19.3 Exceptions
(a) Clause 19.1 (Increased costs) does not apply to the extent any Increased Cost is:
(i) attributable to a Tax Deduction required by law to be made by an Obligor;
(ii) attributable to a FATCA Deduction required to be made by a Party;
(iii) compensated for by Clause 18.3 (Tax indemnity) (or would have been compensated for under Clause 18.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 18.3 (Tax indemnity) applied);
(iv) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation or any terms of the Finance Documents;
(v) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates);
(vi) attributable to the implementation or application of, or compliance with Basel III or CRD IV or any other law or regulation which implements Basel III (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates) but only to the extent that such cost was known (or could reasonably be expected to have been known) by the relevant Finance Party as at the date it became Party to this Agreement; or
(vii) attributable to any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy).
(b) In this Clause 19.3 reference to a “Tax Deduction” has the same meaning given to the term in Clause 18.1 (Definitions).
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20. OTHER INDEMNITIES
20.1 Currency indemnity
(a) If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:
(i) making or filing a claim or proof against that Obligor; or
(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party (and/or any Receiver or Delegate) to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.
(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.
20.2 Other indemnities
The Company shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify the Arranger and each other Finance Party (and/or any Receiver or Delegate) against any cost, loss or liability incurred by it as a result of:
(a) the occurrence of any Event of Default;
(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 34 (Sharing among the Finance Parties);
(c) funding, or making arrangements to fund, its participation in a Utilisation requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence or wilful breach of any Finance Document by that Finance Party alone);
(d) issuing or making arrangements to issue a Letter of Credit requested by the Company or a Borrower in a Utilisation Request but not issued by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or gross negligence or wilful breach of any Finance Document by that Finance Party alone); or
(e) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company.
20.3 Indemnity to the Agent
The Company shall promptly on written demand (and in any event, within five Business Days of such written demand) indemnify the Agent against:
(a) any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
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(i) investigating any event which it reasonably believes is a Default;
(ii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; or
(iii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; and
(b) any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s fraud, gross negligence or wilful misconduct) in acting as Agent under the Finance Documents.
21. MITIGATION BY THE LENDERS
21.1 Mitigation
(a) Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 11.1 (Illegality) (or, in respect of the Issuing Bank Clause 11.2 (Illegality in relation to Issuing Bank)), Clause 18 (Tax Gross-Up and Indemnities) or Clause 19.1 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.
(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.
21.2 Limitation of liability
(a) The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 21.1 (Mitigation).
(b) A Finance Party is not obliged to take any steps under Clause 21.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be materially prejudicial to it.
22. COSTS AND EXPENSES
22.1 Transaction expenses
The Company shall within five Business Days after receipt of the corresponding invoice pay the Agent, the Arranger, the Issuing Bank and the Security Trustee the amount of all third party costs and expenses (including legal fees up to any agreed caps) reasonably incurred by any of them (and, in the case of the Security Trustee, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution and perfection of:
(a) this Agreement and any other documents referred to in this Agreement and the Transaction Security; and
(b) any other Finance Documents executed after the date of this Agreement.
22.2 Amendment costs
If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 35.10 (Change of currency), the Company shall, within five Business Days
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after receipt of the corresponding invoice, reimburse each of the Agent and the Security Trustee for the amount of all costs and expenses (including reasonable legal fees) reasonably incurred by the Agent and the Security Trustee (and, in the case of the Security Trustee, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.
22.3 Enforcement and preservation costs
The Company shall, within five Business Days of written demand, pay to the Arranger and each other Finance Party and/or Receiver or Delegate Party the amount of all costs and expenses (including legal fees (subject to any agreed cap)) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Trustee as a consequence of taking or holding the Transaction Security or enforcing these rights.
22.4 Transfer costs and expenses
Notwithstanding any other term of the Finance Documents, if a Finance Party assigns, transfers or sub-participates any of its rights, benefits or obligations under the Finance Documents no member of the Group shall be required to pay any fees, costs, expenses or other amounts relating to, or arising in connection with, that assignment, transfer or sub-participation (including, without limitation, any Taxes, Increased Costs and any amounts relating to the perfection or amendment of any Transaction Security).
22.5 No deal, no fees
Notwithstanding anything to the contrary in the Finance Documents, no fees, costs or expenses will be payable to the Finance Parties (other than reasonably incurred legal fees up to an amount agreed between counsel to the Finance Parties and the Company) in connection with the Finance Documents unless and until the Closing Date occurs.
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SECTION 7
GUARANTEE
23. GUARANTEE AND INDEMNITY
23.1 Guarantee and indemnity
(a) Subject to the limitations and exceptions provided in this Clause 23 or in any Accession Deed by which it became a Guarantor, each Guarantor irrevocably and unconditionally jointly and severally:
(i) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents;
(ii) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and
(iii) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 23 if the amount claimed had been recoverable on the basis of a guarantee.
(b) Notwithstanding anything to the contrary contained herein or in any other Finance Document, with respect to any obligation of a U.S. Obligor, no CFC Obligor shall guarantee the U.S. Obligor’s obligations herein or under any Finance Document.
23.2 Continuing Guarantee
This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
23.3 Reinstatement
If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 23 will continue or be reinstated as if the discharge, release or arrangement had not occurred.
23.4 Waiver of defences
The obligations of each Guarantor under this Clause 23 will not be affected by an act, omission, matter or thing which, but for this Clause 23, would reduce, release or prejudice any of its obligations under this Clause 23 (without limitation and whether or not known to it or any Finance Party) including:
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(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;
(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;
(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;
(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
(g) any insolvency or similar proceedings.
23.5 Guarantor Intent
Without prejudice to the generality of Clause 23.4 (Waiver of defences) but subject to the limitations and exceptions provided in this Clause 23 or in any Accession Deed by which it became a Guarantor, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents (including pursuant to a Structural Adjustment or the establishment of an Additional Facility), including without limitation, for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.
23.6 Immediate recourse
Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 23. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.
23.7 Appropriations
Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:
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(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and
(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 23.
23.8 Deferral of Guarantors’ rights
(a) Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 23:
(i) to be indemnified by an Obligor;
(ii) to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;
(iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;
(iv) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 23.1 (Guarantee and indemnity);
(v) to exercise any right of set-off against any Obligor; and/or
(vi) to claim or prove as a creditor of any Obligor in competition with any Finance Party.
(b) If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust (to the extent it is able to do so in accordance with any law applicable to it) for the Finance Parties and shall promptly pay or transfer the same, but subject to the limitations and exceptions provided in this Clause 23 or in any Accession Deed by which it became a Guarantor, to the Agent or as the Agent may direct for application in accordance with Clause 35 (Payment mechanics).
23.9 Release of Guarantors’ right of contribution
If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents then on the date such Retiring Guarantor ceases to be a Guarantor:
(a) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a
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contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and
(b) each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.
23.10 Additional security
This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.
23.11 Guarantee Limitations — U.S.
(a) Each U.S. Guarantor, and by its acceptance of the guarantee under this Clause 23, the Agent and each other Finance Party hereby confirms that it is the intention of all such persons that the guarantee under this Clause 23 does not constitute a fraudulent transfer or fraudulent conveyance or unlawful financial assistance for the purposes of the U.S. Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar law of any relevant jurisdiction in the United States to the extent applicable the guarantee under this Clause 23 and the obligations of each U.S. Guarantor hereunder. To effectuate the foregoing intention, the Agent, each other Finance Party and the U.S. Guarantors hereby irrevocably agree that the obligations of each U.S. Guarantor under this Clause 23 at any time shall be limited to the maximum amount as will result in the obligations of such U.S. Guarantor under this Clause 23 not constituting a fraudulent transfer or fraudulent conveyance or unlawful financial assistance after giving full effect to the liability under such guarantee set forth this Clause 23 and its related contribution rights but before taking into account any liabilities under any other guarantee by such U.S. Guarantor. For purposes of the foregoing, all guarantees of such U.S. Guarantor other than the guarantee under this Clause 23 will be deemed to be enforceable and payable after the guarantee under this Clause 23. To the fullest extent permitted by applicable law, this Clause 23.11 shall be for the benefit solely of creditors and representatives of creditors of each U.S. Guarantor and not for the benefit of such U.S. Guarantor or the holders of any equity interest in such U.S. Guarantor.
(b) Each Guarantor agrees that the obligations of each U.S. Guarantor under this Clause 23 may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such U.S. Guarantor under paragraph (a) above without impairing the guarantee contained in Clause 23 or affecting the rights and remedies of any of the Agent or each other Finance Party hereunder.
23.12 Additional Guarantee Limitations
This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of sections 678 or 679 of the Companies Act 2006 or any equivalent and applicable provisions under the laws of the jurisdiction of incorporation of the relevant Guarantor and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor.
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SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
24. REPRESENTATIONS
Save as expressly stated to the contrary, each Obligor and the Company make the following representations and warranties to each Finance Party at the times specified in Clause 24.28 (Times at which representations are made).
24.1 Status
(a) It and each of its Restricted Subsidiaries which is a Material Company is a limited liability corporation, limited partnership or a company with limited liability duly incorporated, registered or established and validly existing under the law of its jurisdiction of incorporation or establishment.
(b) It and each of its Restricted Subsidiaries which is a Material Company has the power to own its property and other assets and carry on its business as it is being conducted save to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.
24.2 Binding obligations
Subject to the Legal Reservations and Perfection Requirements, the obligations expressed to be assumed by it in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations.
24.3 Non-conflict with other obligations
The entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is or will be a party and the granting of the Transaction Security pursuant to the Agreed Security Principles do not and will not conflict with:
(a) any law or regulation applicable to it in any material respect;
(b) its constitutional documents; or
(c) any agreement or instrument binding upon it or any member of the Group or any of its or any member of the Group’s assets (other than on or prior to the Closing Date, the Existing Facility Agreement, the Existing Notes, the Terminating Hedge Agreements and other agreements relating thereto) to the extent or in a manner that such conflict has a Material Adverse Effect.
24.4 Power and authority
(a) It has the power to enter into, perform and deliver, and has taken or will, as soon as reasonably practicable and in any case by the time required, take all necessary corporate action to authorise its entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.
(b) No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Finance Documents to which it is or will be a party.
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24.5 Validity and admissibility in evidence
(a) Subject to the Legal Reservations and Perfection Requirements, all Authorisations required:
(i) to enable it lawfully to enter into, exercise its rights and comply with its material obligations in the Finance Documents to which it is or will be a party; and
(ii) to make the Finance Documents to which it is or will be a party admissible in evidence in its Relevant Jurisdictions,
have been obtained or effected (as applicable) and are in full force and effect, or subject to the Agreed Security Principles and Perfection Requirements, will be obtained or effected or will be in full force and effect when required.
(b) All Authorisations required to carry on its business in the ordinary course and in all material respects have been obtained or effected (as applicable) and are (or will by the required date be) in full force and effect except to the extent failure to obtain or effect those Authorisations would have a Material Adverse Effect.
24.6 Governing law and enforcement
Subject to the Legal Reservations and the Perfection Requirements:
(a) the choice of governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdiction; and
(b) any judgment obtained in relation to a Finance Document will be recognised in the jurisdiction of the governing law of that Finance Document will be recognised and be enforced in its Relevant Jurisdiction.
24.7 Insolvency
No:
(a) corporate action, legal proceeding or other legal procedure or step described in Clause 1.1 of Schedule 16 (Additional Events of Default); or
(b) creditors’ process described in Clause 1.1 of Schedule 16 (Additional Events of Default),
has been taken or, to the knowledge of the Company, threatened (and in each case is outstanding) in relation to any Material Company and none of the circumstances described in Clause 1.1 of Schedule 16 (Additional Events of Default) applies to any Material Company.
24.8 No Default
As of the date of this Agreement and the Closing Date, no Default has occurred and is continuing or would be reasonably be expected to result from the entry into or performance of any Finance Document.
24.9 Base Case Model
Save as disclosed to the Arranger prior to the date of this Agreement, to the best of the knowledge and belief of the Company, the Base Case Model has been prepared in accordance with the Accounting Principles referred to in paragraph (a) of the definition thereof and the
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financial projections (taken as a whole) contained in the Base Case Model were prepared on the basis of recent historical information and based on assumptions believed to be reasonable by the Company at the time made.
24.10 Financial statements
(a) To the best of its knowledge and belief, its Original Financial Statements (if any) were prepared in accordance with the Accounting Principles consistently applied unless otherwise referred to in such Original Financial Statements (or notes thereto or as expressly disclosed to the Agent in writing prior to the date of this Agreement).
(b) To the best of its knowledge and belief, its Original Financial Statements (if any) give a true and fair view of (or fairly represent in all material respects, where unaudited) its consolidated financial condition and operations during the relevant period.
(c) As at the date provided, each set of financial statements delivered pursuant to Clause 25.1 (Financial statements) gives a true and fair view of (in the case of audited financial statements) or fairly represents in all material respects (in the case of unaudited financial statements) its financial condition and operations as at the date at which those financial statements were drawn up.
24.11 No proceedings pending or threatened
No litigation, arbitration or administrative proceedings or investigations of or before any court, arbitral body or agency which, if reasonably likely to be adversely determined and if so adversely determined would have a Material Adverse Effect have been (to the best of its knowledge and belief) started or threatened against it.
24.12 No breach of laws
(a) It has not (and none of its Restricted Subsidiaries has) breached any law or regulation which breach has or could reasonably be expected to have a Material Adverse Effect.
(b) No labour disputes are current or, to the best of its knowledge and belief, threatened against any member of the Group which have or could reasonably be expected to have a Material Adverse Effect.
24.13 Environmental and other laws
(a) It and its Restricted Subsidiaries is in compliance with all Environmental Laws to which it is or they are subject where non-compliance would have a Material Adverse Effect.
(b) No Environmental Claim has been commenced or (to the best of its knowledge and belief) is threatened against any member of the Group (other than frivolous or vexatious claims) which is reasonably likely to be adversely determined and if so adversely determined, would reasonably be expected to have a Material Adverse Effect (taking into account reserves made or the benefit of warranties, indemnities or insurance cover in respect thereof).
24.14 Taxation
Other than those being contested in good faith and where such payment may be lawfully withheld (provided that adequate reserves have been set aside for such payment), no claim is being or (to the best of its knowledge and belief) is reasonably likely to be asserted against it (or any of its Restricted Subsidiaries) with respect to Taxes such that a liability of, or claim
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against it which is reasonably likely to be adversely determined and if adversely determined would have a Material Adverse Effect.
24.15 Security and Financial Indebtedness
(a) No Security exists over all or any of the present or future assets of any member of the Group other than:
(i) any Security permitted by this Agreement; and
(ii) on or prior to the Closing Date, Security securing the Existing Facility, the Existing Notes and the Terminating Hedge Agreements.
(b) No member of the Group has any Financial Indebtedness outstanding other than (i) as permitted by this Agreement and (ii) on or prior to the Closing Date, Financial Indebtedness under the Existing Facility, the Existing Notes and the Terminating Hedge Agreements.
24.16 Ranking
Subject to the Legal Reservations and the Perfection Requirements and applicable Permitted Liens and Permitted Collateral Liens, the terms of the Intercreditor Agreement and to any Security which is permitted under this Agreement, the Transaction Security ranks or will rank in priority as specified in the relevant Transaction Security Document and is not subject to any prior ranking or pari passu ranking Security, other than that which is stated in the respective Transaction Security Document or any other Finance Document.
24.17 Good title to assets
Subject to any Permitted Liens and Permitted Collateral Liens, it and each of its Restricted Subsidiaries that is a Material Company has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business (taken as a whole) as presently conducted, where failure to do so has or could reasonably be expected to have a Material Adverse Effect.
24.18 Legal and beneficial ownership
(a) Subject to any Permitted Liens and Permitted Collateral Liens, as at the time an Obligor enters into a Transaction Security Document it is the sole legal and beneficial owner or lessee or licensee of or is otherwise entitled to use all of the material assets necessary to carry on its business as presently conducted (including, in the case of any shares of any member of the Group which are the subject of the Transaction Security, but subject to any registrations required to be made by the board of directors of such member of the Group absolute legal and (where relevant) beneficial ownership thereof).
(b) Subject to any Permitted Liens and Permitted Collateral Liens, as at the time an Obligor enters into a Transaction Security Document the entire share capital of MUL is legally and beneficially owned by the Company and Red Football Junior Limited free from any claims, third party rights or competing interests other than pursuant to the Transaction Security Documents.
24.19 Shares
The shares of any Obligor which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights.
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24.20 Intellectual Property
In the case of the Company, as of the date of this Agreement, so far as it is aware there are no adverse circumstances relating to the validity, subsistence or use of any of the Group’s Intellectual Property which would have a Material Adverse Effect.
24.21 Group Structure
As of the date of this Agreement and as of the Closing Date, the Group Structure Chart is true, complete and accurate in all material respects.
24.22 Holding Companies
Except as permitted under Clause 12 (Limitation on Holding Company Activities) of Schedule 15 (Restrictive Covenants), neither the Company nor Red Football Junior Limited have traded or incurred any liabilities or commitments (actual or contingent, present or future).
24.23 Centre of main interests and establishments
It has its “centre of main interests” (as that term is used in Article 3(1) of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”) in the jurisdiction of its incorporation and it has no “establishment” (as that term is used in Article 2(h) of the Regulation)) in any other jurisdiction.
24.24 Anti-Corruption Laws and Sanctions
(a) The Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company and its Subsidiaries and their respective directors, officers, employees, agents affiliates and representatives with Anti-Corruption Laws and applicable Sanctions.
(b) The Company and its Subsidiaries and their respective directors and officers and, to the knowledge of the Company, their respective employees, agents, affiliates and representatives are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Company or its Subsidiaries being designated as a Sanctioned Person.
(c) Neither the Company nor any of its Subsidiaries or any of their respective directors or officers, or to the knowledge of the Company, any employee, agent, affiliate or representative of the Company or any of its Subsidiaries that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
(d) No Utilisation, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.
(e) Any provision of this Clause 24.24 shall not apply to any person if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of any applicable Blocking Law (as defined in Clause 27.16 (Sanctions).
24.25 Federal Reserve Regulations
The Company represents and warrants that:
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(a) no Obligor is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock; and
(b) none of the proceeds of the Loans or other extensions of credit under this Agreement will be used, directly or indirectly, for the purpose of buying or carrying any Margin Stock, for the purpose of reducing or retiring any Financial Indebtedness that was originally incurred to buy or carry any Margin Stock or for any other purpose which might cause all or any Loans or other extensions of credit under this Agreement to be considered a “purpose credit” within the meaning of Regulation U or Regulation X.
In this Clause 24.25, “Margin Stock” means margin stock or “margin security” within the meaning of Regulations T, U and X.
24.26 U.S. Obligors
(a) On each date that a U.S. Borrower incorporated in the U.S. utilises a Utilisation, immediately following and after giving effect to the application of the proceeds thereof, each U.S. Obligor incorporated in the U.S. and its Subsidiaries, on a consolidated basis, are Solvent.
(b) On the date an Additional Guarantor that is a U.S. Guarantor incorporated in the U.S. accedes to this Agreement in accordance with Clause 31.4 (Additional Guarantors), immediately following and after giving effect to such accession, such U.S. Guarantor and its Subsidiaries, on a consolidated basis, are Solvent.
24.27 Investment Company Status
No Obligor is an “investment company” as defined in, or is required to be registered under, the Investment Company Act of 1940.
24.28 Times at which representations are made
(a) Save where otherwise specified below, all the representations and warranties in this Clause 24 are made to each Finance Party on the date of this Agreement and, if different, on the Closing Date.
(b) The Repeating Representations are deemed to be made by each Obligor to each Finance Party on each Utilisation Date, on the first day of each Interest Period and in the case of a Letter of Credit only, each date (other than an Expiry Date) a payment is made in accordance with Clause 17.6(c) (Fees payable in respect of Letters of Credit).
(c) The representation under paragraph (a) of Clause 24.26 (U.S. Obligors) is deemed to be made by each U.S. Obligor incorporated in the U.S. to each Finance Party on each date a U.S. Borrower incorporated in the U.S. utilises a Utilisation.
(d) The Repeating Representations and each of the representations and warranties set out in Clause 24.14 (Taxation), Clause 24.15 (Security and Financial Indebtedness) and Clause 24.18 (Legal and beneficial ownership) are deemed to be made by each Additional Obligor on the day on which it becomes an Additional Obligor and the representation under paragraph (b) of Clause 24.26 (U.S. Obligors) is deemed to be made by an Additional Guarantor that is a U.S. Guarantor incorporated in the U.S. on the day on which it becomes an Additional Obligor.
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(e) Each representation or warranty deemed to be made after the date of this Agreement shall be made by reference to the facts and circumstances existing at the date the representation or warranty is made.
25. INFORMATION UNDERTAKINGS
The undertakings in this Clause 25 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force. The undertakings in this Clause 25 shall be subject to the provisions of Clause 25.11 (Alternative Reporting) and Clause 25.12 (Disclosure Requirements).
In this Clause 25:
“Annual Financial Statements” means the financial statements for a Financial Year delivered pursuant to paragraph (a) of Clause 25.1 (Financial statements) and/or Clause 25.11 (Alternative Reporting).
“Quarterly Financial Statements” means the financial statements delivered pursuant to paragraph (b) of Clause 25.1 (Financial statements) and/or Clause 25.11 (Alternative Reporting).
25.1 Financial statements
The Company shall supply to the Agent in sufficient copies for all the Lenders:
(a) within 150 days after the end of each of the Company’s Financial Years its audited consolidated financial statements for that Financial Year, and subject to Clause 25.11 (Alternative Reporting), such annual financial statements shall contain the following information: (i) audited consolidated balance sheets of the Company or its predecessors as of the end of the two most recent Financial Years and audited consolidated income statements and statements of cash flow of the Company for the three most recent Financial Years, including complete footnotes to such financial statements and the report of the Company’s independent auditors on the financial statements; (ii) pro forma income statement and balance sheet information of the Company, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalisations (excluding acquisitions or dispositions of player registrations) that have occurred since the beginning of the most recently completed Financial Year as to which such annual report relates; and (iii) an operating and financial review of the audited financial statements, including a discussion of the results of operations (including discussion by business segment), financial condition and liquidity and capital resources and a discussion of material commitments and contingencies and critical accounting policies; and
(b) within 60 days following the end of each of the first three Financial Quarters in each Financial Year of the Company (commencing in respect of the Financial Year of the Company ending on or about 30 June 2016), its unaudited consolidated quarterly financial statements for that Financial Quarter and, subject to Clause 25.11 (Alternative Reporting), such quarterly financial statements shall contain the following information: (i) an unaudited condensed consolidated balance sheet of the Company as of the end of such Financial Quarter and unaudited condensed consolidated statements of income and cash flow of the Company for the quarterly and year to date periods ending on the unaudited condensed consolidated balance sheet date, and the comparable prior year periods for the Company, together with condensed footnote disclosure; (ii) pro forma income statement and balance sheet information of the Company, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalisations (excluding acquisitions or dispositions
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of player registrations) that have occurred since the beginning of the most recently completed fiscal quarter as to which such quarterly report relates; and (iii) an operating and financial review of the unaudited financial statements (including a discussion by business segment), including a discussion of the consolidated financial condition and results of operations of the Company and any material change between the current Financial Quarter and the corresponding period in the prior Financial Year.
25.2 Provision and contents of Compliance Certificate
(a) The Company shall supply a Compliance Certificate to the Agent with each set of its Annual Financial Statements and each set of its consolidated Quarterly Financial Statements.
(b) Each Compliance Certificate shall set out the matters, calculations and figures required by the form of Compliance Certificate attached in Schedule 9 (Form of Compliance Certificate).
(c) Each Compliance Certificate shall be signed by a director of the Company and, if required to be delivered with the consolidated Annual Financial Statements of the Company, shall be reported on by the Company’s Auditors in the form agreed by the Company and the Majority Lenders (unless it is such Auditors’ policy not to issue such reports).
25.3 Requirements as to financial statements
Each set of financial statements delivered pursuant to Clause 25.1 (Financial statements):
(a) shall be prepared in all material respects in accordance with the applicable Accounting Principles consistently applied (unless otherwise referred to in such financial statements, or the notes thereto, and to the extent appropriate in the context of Quarterly Financial Statements):
(i) in the case of the Company, in the preparation of the Base Case Model; and
(ii) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor (if any),
unless, in relation to any set of financial statements, the Company notifies the Agent that there has been a change as regards the accounting principles or accounting practices applied by the Company or the relevant Obligor when compared to the Accounting Principles applied to the Original Financial Statements and that change is material and, if requested by the Agent, the Company shall deliver to the Agent a statement (the “Reconciliation Statement”) containing:
(A) a description of any change necessary for those financial statements to reflect in all material respects the Accounting Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor’s Original Financial Statements (if any) were prepared; and
(B) sufficient information (to the extent not addressed by the description referred to in sub-paragraph (A) above) to (1) enable the Lenders to determine whether Clause 26 (Financial Covenant) has been complied with, to determine the Margin as set out in the definition of “Margin”, provided that, for the avoidance of doubt and unless
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otherwise agreed pursuant to this Clause, the financial covenant in Clause 26 (Financial Covenant) and the definition of Margin shall continue to be calculated in all material respects in accordance with the Accounting Principles referred to in paragraph (a) of the definition thereof (subject to any adjustments made by or in accordance with this Agreement, including Schedule 15 (Restrictive Covenants)) and (2) make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Company) or that Obligor’s Original Financial Statements (if any) (in the case of an Obligor).
(b) If the Company notifies the Agent of a change in accordance with paragraph (a) above, then the Company and Agent shall enter into negotiations in good faith with a view to agreeing:
(i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and
(ii) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in either the Finance Parties or the Obligors being in a worse position in relation to the determination of the Margin and compliance with the financial covenant set out in Clause 26.2 (Financial condition) if the change had not been made; and
(iii) any other amendments to this Agreement which may be necessary to ensure that the adoption by the Group of such different accounting basis does not result in any material alteration in the commercial effect of the rights and/or obligations of any Obligor in the Finance Documents (including more onerous information reporting requirements),
and if any amendments satisfactory to the Agent and the Company are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.
(c) If no such agreement is reached within 30 Business Days of that notification of change (or it is not agreed that no such amendments are required), the Company shall:
(i) (if a Reconciliation Statement is required by the Agent under paragraph (a) above) ensure that each set of relevant financial statements is accompanied by a Reconciliation Statement or, at the option of the Company, provide financial statements prepared on the basis most recently agreed in accordance with this Agreement; or
(ii) instruct the Auditors of the Company to determine any amendment to Clause 26.1 (Financial definitions), the Margin computations set out in the definition of “Margin” and any other terms of this Agreement which the Auditors (acting as experts and not arbitrators) consider appropriate to ensure the change does not result in either the Finance Parties or the Obligors being in a worse position than if the change had not been made. Those amendments shall take effect when so determined by the Auditors. The cost and expense of the Auditors shall be for the account of the Company.
(d) If and for so long as no agreement or determination is reached in respect of any of the required amendments to this Agreement pursuant to this Clause 25.3, the Company must comply with requests by the Agent for Reconciliation Statements to be delivered in accordance with paragraph (a) above.
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25.4 Budget
(a) The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests), as soon as the same become available but in any event within 75 days following the start of each of its Financial Years an annual Budget for that Financial Year (commencing in respect of the Financial Year of the Company to end on or about 30 June 2017).
(b) The Company shall ensure that each Budget referred to in paragraph (b) of the definition thereof:
(i) is in a form reasonably acceptable to the Agent;
(ii) is prepared in accordance with the Accounting Principles referred to in paragraph (a) of the definition thereof and the accounting practices and financial reference periods applied to financial statements under Clause 25.1 (Financial statements); and
(iii) is accompanied by a reasonably detailed commentary from the senior management of the Group.
25.5 Meetings
The Company will invite the Lenders to all public calls (to the extent held) for the holders of any of the Notes and give the Lenders reasonable notice of such calls provided that no Lender (or any other Finance Party) may speak during such calls other than to register their attendance.
25.6 Year-end
The Company shall not change its Accounting Reference Date.
25.7 Unrestricted Subsidiaries
If any Subsidiaries of the Company have been designated as Unrestricted Subsidiaries, the information delivered under Clauses 25.1 (Financial statements), 25.2 (Provision and contents of Compliance Certificate) and 25.4 (Budget) will include reasonably detailed information as to the financial condition of the Group separate from that of the Unrestricted Subsidiaries.
25.8 Information: miscellaneous
The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):
(a) at the same time as they are dispatched, copies of all documents dispatched by the Company to its shareholders generally (or any class of them);
(b) at the same time as they are dispatched, copies of all documents which the Company or any Obligor delivers to its creditors generally (or any class of them); and
(c) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Restricted Subsidiary as the Agent may from time to time reasonably request.
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25.9 Notification of default
(a) The Company and/or each Obligor shall notify the Agent of any Default that is continuing (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless the Company and/or that Obligor is aware that a notification has already been provided by the Company and/or another Obligor).
(b) If the Agent or any Lender has reasonable grounds for believing that a Default has occurred and is continuing, promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by two of its directors on its behalf certifying (without personal liability) that no Event of Default is continuing (or if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it).
25.10 “Know your customer” checks
(a) If:
(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;
(ii) any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or
(iii) a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,
obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer”, USA PATRIOT Act or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer”, USA PATRIOT Act or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer”, USA PATRIOT Act or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
(c) The Company shall, by not less than 5 Business Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant to Clause 31 (Changes to the Obligors).
(d) Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Obligor obliges the Agent or any Lender to comply with “know your
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customer”, USA PATRIOT Act or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer”, USA PATRIOT Act or other similar checks under all applicable laws and regulations pursuant to the accession of such Restricted Subsidiary to this Agreement as an Additional Obligor.
25.11 Alternative Reporting
Notwithstanding any other term of the Finance Documents (including this Clause 25), delivery to the Agent of accounts and/or financial statements for any period which comply with the terms of any Senior Notes (the “Notes Accounts”) shall satisfy all requirements of Clauses 25.1 (Financial statements) and 25.3 (Requirements as to financial statements) (including as regards the form of and requirements in relation to financial statements and any accompanying information, statements and management commentary) in relation to the same period such that no further documents, statements or information shall be required to be delivered pursuant to Clause 25.1 (Financial statements) and Clause 25.3 (Requirements as to financial statements) in relation to that period other than the Quarterly Financial Statements for the final Financial Quarter of each Financial Year, provided that if the Company delivers any accounts and/or financial statements in reliance on this Clause 25.11:
(a) where applicable, the Company shall still be required to comply with any obligation to deliver a Compliance Certificate pursuant to Clause 25.2 (Provision and contents of Compliance Certificate);
(b) if there has been any change as regards the accounting principles or accounting practices applied by the Company in the Notes Accounts when compared to the Accounting Principles applied to the Original Financial Statements of the Company and that change is material and impacts upon the manner provided in this Agreement for determining the “Margin” or compliance with the financial covenant set out in Clause 26.2 (Financial condition), the Company shall notify the Agent accordingly (unless the Agent has been notified of the relevant change in relation to a previous set of accounts and/or financial statements) and, if requested by the Agent, the Company shall deliver to the Agent a Reconciliation Statement as contemplated by paragraph
(a) of Clause 25.3 (Requirements as to financial statements) (in which case the Company shall be entitled to require the operation of any of the provisions set out in paragraphs (b) and/or (c) of that Clause); and
(c) where applicable, the Company shall deliver to the Agent a copy of any report delivered pursuant to the Note Purchase Agreement in relation to:
(i) any material acquisition, disposition or restructuring;
(ii) any senior management (other than a club manager) changes at the Company (unless publicly announced);
(iii) any change in the Auditors; or
(iv) any other material event that the Company or any other Obligor announces publicly.
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25.12 Disclosure Requirements
(a) No Obligor shall be required to disclose information pursuant to paragraph (b) of Clause 25.8 (Information: miscellaneous), paragraph (c) of Clause 25.11 (Alternative Reporting) (other than sub-paragraph (iii) thereof) or Clause 27.9 (Access) if:
(i) the Company determines, after consultation with counsel qualified to advise on such matters that, notwithstanding Clause 42 (Confidentiality), it would be prohibited from disclosing by applicable law or regulations without making public disclosure thereof; or
(ii) notwithstanding Clause 42 (Confidentiality), the Company is prohibited from disclosing by the terms of an obligation of confidentiality contained in any agreement with any non-Affiliate binding upon the Company and not entered into in contemplation of this Clause 25.12, provided that the Company shall use commercially reasonable efforts to obtain consent from the party in whose favour the obligation of confidentiality was made to permit the disclosure of the relevant information.
(b) Promptly after determining that an Obligor is not permitted to disclose any information as a result of the limitations described in this Clause 25.12, the Company will provide the Agent with an Officer’s Certificate (as defined in Schedule 15 (Restrictive Covenants)) describing generally the requested information that the Obligor is prohibited from disclosing pursuant to this Clause 25.12 and the circumstances under which the Obligor is not permitted to disclose such information.
26. FINANCIAL COVENANT
26.3 Financial definitions
In this Agreement:
“Borrowings” means, at any time, the outstanding principal, capital or nominal amount (including any capitalised interest accretions in respect of any instrument issued at a discount and any other similar amount) of any Financial Indebtedness (other than under paragraph (f) of the definition thereof).
“Consolidated EBITDA” means, for any Relevant Period, the consolidated profits of the Group from ordinary activities before taxation in respect of that Relevant Period and (without double counting):
(a) before deducting any amount attributable to the amortisation or impairment of intangible assets (including goodwill) or the depreciation or impairment of tangible assets;
(b) before deducting any Consolidated Net Finance Charges;
(c) before deducting any one-off expenses or charges incurred in connection with the incurrence or issuance of (i) any Financial Indebtedness under or which is permitted by the Finance Documents or (ii) any other equity issuance which is permitted by the Finance Documents;
(d) before taking into account any items treated as exceptional or extraordinary items;
(e) before taking into account any accrued interest received by or owing to any member of the Group;
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(f) before taking into account any realised and unrealised exchange gains and losses including those arising on translation of currency debt;
(g) before taking into account any gain or loss arising from an upward or downward revaluation of any asset or arising from the acquisition or disposal of player registrations;
(h) after deducting the amount of any profit of any member of the Group which is attributable to minority interests;
(i) after deducting the amount of any profit of any investment or entity (which is not itself a member of the Group) in which any member of the Group has an ownership interest to the extent that the amount of such profit included in the financial statements of the Group exceeds the amount (net of applicable withholding tax) received in cash by members of the Group through distributions by such investment or entity;
(j) after excluding the amount of any profit or loss which is attributable to any Material Disposal made in the Relevant Period; and
(k) after deducting, to the extent not already taken into account, all rent and other property costs of a revenue nature,
in each case, to the extent added, deducted, taken into account or excluded, as the case may be, for the purposes of determining profits of the Group from ordinary activities before taxation.
“Consolidated Net Finance Charges” means, for any Relevant Period, the aggregate amount of interest, all regular or periodic commission, fees or discounts in the nature of interest accrued in respect of Borrowings of the Group in respect of that Relevant Period and (without double counting):
(a) excluding any such obligations owed to any other member of the Group;
(b) including the interest element whether paid or payable, in respect of leasing and hire purchase payments under lease or hire purchase arrangements which would, in accordance with the Accounting Principles, be treated as finance or capital leases;
(c) including any accrued commission, fees, discounts and other finance payments paid or payable by any member of the Group under any interest rate hedging arrangement;
(d) deducting any accrued commission, fees, discounts and other finance payments owing to or received by any member of the Group under any interest rate hedging instrument;
(e) deducting any accrued interest owing to or received by any member of the Group on any deposit or bank account or in respect of Cash Equivalent Investments; and
(f) excluding any up-front arrangement fees, up-front underwriting fees, up-front commitment fees, up-front participation fees or up-front agency fees paid in connection with the Facilities or the Notes issued on the Closing Date by any member of the Group (except where any such fee is in excess of a reasonable market rate).
“Financial Quarter” means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.
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“Financial Year” means the annual accounting period of the Group ending on or about 30 June in each year.
“Quarter Date” means each of 31 March, 30 June, 30 September and 31 December.
“Relevant Period” means each period of twelve months ending on the last day of each Financial Quarter.
“Total Net Debt” means, at any time, the aggregate amount of all obligations of the Group for or in respect of the principal amount of Borrowings but:
(a) excluding (to the extent constituting Borrowings) any such obligations to any other member of the Group;
(b) excluding any Subordinated Shareholder Funding and Additional Shareholder Funding;
(c) including, in the case of finance leases, only the capitalised value thereof; and
(d) deducting the aggregate amount of Cash and Cash Equivalent Investments held by any member of the Group at that time,
and so that no amount shall be included or excluded more than once.
“Total Net Leverage Ratio” means the ratio of Total Net Debt to Consolidated EBITDA.
26.2 Financial condition
The Company shall ensure that, for each Relevant Period, Consolidated EBITDA for such Relevant Period is not less than £65,000,000, subject to Clause 26.4 (Champions League Non Qualification Event).
26.3 Financial testing
Subject to Clause 26.4 (Champions League Non Qualification Event) below, the financial covenant set out in Clause 26.2 (Financial condition) shall be calculated in accordance with the Accounting Principles and tested by reference to each of the financial statements delivered pursuant to paragraphs (a) and (b) of Clause 25.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 25.2 (Provision and contents of Compliance Certificate).
26.4 Champions League Non Qualification Event
(a) For the purposes of calculating the financial covenant set out in Clause 26.2 (Financial Covenant), if a Champions League Non Qualification Event occurs, the Company may elect, at any time prior to the end of the Financial Year in which such Champions League Non Qualification Event occurs, to adjust the definition of Consolidated EBITDA for each Financial Quarter falling in the Financial Year in respect of which the first team of MUFC is not in the first round group stages (or its equivalent from time to time) of the Champions League by adding back an amount equal to “X” in each such Financial Quarter (the “Adjusted Quarters”) where:
“X” corresponds to the amount set out in Schedule 14 (Table of Values for X) for that Financial Quarter minus the following:
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(i) the net amount received by the Group in that Financial Quarter in respect of matches (both home and away) and media payments relating to UEFA cup performances; and
(ii) the net amount of any reduction to player salaries in that Financial Quarter arising out of the existing contractual provisions as a result of the Champions League Non Qualification Event.
(b) At the same time as the Company makes an election under paragraph (a), it shall supply to the Agent a certificate signed by a director of the Company (i) confirming the value of X and the amount of each Adjustment and setting out (in reasonable detail) computation of those amounts and (ii) attaching a copy of the Champions League Adjustment Spreadsheet (following the Adjustments).
(c) If the Majority Lenders give notice to the Agent that they do not agree with the calculations of any of the Adjustments contained in the certificate described in paragraph (b) above (acting reasonably), the Company and the Agent will consult in good faith for a period of not more than 10 Business Days with a view to correcting the calculations of the Adjustments.
(d) If agreement has not been reached within the 10 Business Day period referred to in paragraph (c) above then, at the request of the Majority Lenders (and at the expense of the Company), the Agent may appoint an auditor of international repute (in consultation with the Company) to determine the amount of the Adjustments (and, consequently, the value of “X”) and such determination shall (in the absence of manifest error) be binding on the Parties.
(e) For the avoidance of doubt, for the purposes of calculating the financial covenant set out in Clause 26.2 (Financial covenant) only, Consolidated EBITDA in any Relevant Period which contains one or more Adjusted Quarters shall be calculated using the adjusted values of Consolidated EBITDA set out in paragraph (a) above for each such Adjusted Quarter.
(f) The above election may only be made twice over the life of the Facilities and may not be made during two consecutive Financial Years.
26.5 Equity Cure
(a) No Event of Default under this Clause 26 insofar as it relates to a failure to comply with Clause 26.2 (Financial covenant) will occur if all or part of the cash proceeds (the “Equity Investment”) received by the Company pursuant to any Additional Shareholder Funding or any Subordinated Shareholder Funding, during or after the end of that Relevant Period but no later than 20 Business Days after the earlier of (i) the date on which the relevant Compliance Certificate is required to be delivered to the Agent pursuant to Clause 25.2 (Provision and contents of Compliance Certificate) and (ii) the date on which it is delivered to the Agent, may be designated in writing by the Company to the Agent as being provided for the purposes of this Clause 26.5 (the “Equity Cure Amount”), and if designated as such shall have the effect that the financial covenant set out in Clause 26.2 (Financial covenant) is calculated or, as the case may be, recalculated as if the Consolidated EBITDA of the Group had been increased by an amount equal to the Equity Investment and any Equity Investment so made in respect of any Relevant Period shall be deemed to have been made immediately prior to the last date of such Relevant Period.
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(b) The Company shall not be entitled to exercise its rights under this Clause 26.5 on more than four occasions prior to the Termination Date or in respect of consecutive Financial Quarters.
(c) There shall be no restriction on the amount of any Equity Investment exceeding the minimum amount required to prevent or, as the case may be, cure any failure to satisfy the financial test set out in Clause 26.2 (Financial covenant), provided that, the amount of the Equity Cure Amount exceeding the minimum amount required to prevent or, as the case may be, cure any failure to satisfy the financial test set out in Clause 26.2 (Financial covenant) shall be as soon as reasonably practicable applied to permanently repay or prepay any Senior Secured Debt.
(d) Subject to paragraph (d) above, there shall be no requirement to apply any Equity Cure Amount in prepayment of any Facility.
(e) Any Equity Cure Amount and any adjustments made under this Clause 26.5 shall not apply when calculating the applicable Margin for any Relevant Period.
(f) Any Equity Cure Amount shall not count towards any other permission or usage or purpose (including in respect of the baskets relating to Restricted Payments (as defined in Schedule 15 (Restrictive Covenants)) as set out in Clause 2 (Restricted Payments) of Schedule 15 (Restrictive Covenants)) for so long as the Equity Cure Amount continues to be included in the calculation of Consolidated EBITDA as set out in paragraph (k) below.
(g) In relation to any Equity Cure Amount provided prior to the date of delivery of the relevant Compliance Certificate for the Relevant Period, the Compliance Certificate for that Relevant Period shall set out the revised financial covenant calculations for the Relevant Period and confirm that such Equity Cure Amount has been provided.
(h) In relation to any Equity Cure Amount provided following the date of delivery of the relevant Compliance Certificate for the Relevant Period, promptly following receipt of the Equity Cure Amount by the Company, the Company shall deliver a revised Compliance Certificate to the Agent setting out the revised financial covenant calculations for the Relevant Period.
(i) If, after giving effect to the adjustment referred to in paragraph (a) above, the financial covenant in Clause 26.2 (Financial condition) would have been met, then the requirements of Clause 26.2 (Financial condition) shall be deemed to have been satisfied as at the relevant original date of determination and any breach of any term of the Finance Documents, Default or Event of Default occasioned thereby shall be deemed to have been permanently remedied and cured for all purposes under the Finance Documents.
(j) For the avoidance of doubt, the Equity Cure Amount shall be deemed to be included in calculating Consolidated EBITDA for the purposes of the financial covenant in Clause 26.2 (Financial condition) until the date on which the Equity Cure Amount deemed to have been invested into the Group falls out of any subsequent Relevant Period.
27. GENERAL UNDERTAKINGS
The undertakings in this Clause 27 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
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27.1 Restrictive Covenants
Each Obligor shall comply with the covenants set out in Schedule 15 (Restrictive Covenants).
27.2 Authorisations
Subject to the Legal Reservations, each Obligor shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation required under any law or regulation of a Relevant Jurisdiction to:
(a) enable it to perform its obligations under the Finance Documents to which it is a party;
(b) subject to the Legal Reservations and Perfection Requirements, ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document to which it is a party; and
(c) enable it to carry on its business in the ordinary course except to the extent failure to do so has a Material Adverse Effect.
27.3 Compliance with laws
Each Obligor shall comply in all respects with all laws to which it is subject, where failure so to comply has a Material Adverse Effect.
27.4 Taxation
(a) Each Obligor shall (and the Company shall ensure that each member of the Group shall) duly and punctually (subject to any grace periods) pay and discharge all Taxes (or, where payments of Taxes must be made by reference to estimated amounts, such estimated Tax (calculated in good faith) as due and payable for the relevant period) imposed upon it or its assets within the time period allowed without incurring material penalties unless and only to the extent that:
(i) such payment is being contested in good faith;
(ii) adequate reserves are being maintained for those Taxes;
(iii) such payment can be lawfully withheld; or
(iv) failure to pay those Taxes does not have or is not reasonably expected to have a Material Adverse Effect.
(b) No Borrower may change its residence for Tax purposes where to do so would be materially prejudicial to the interests of the Lenders (taken as a whole) under the Finance Documents.
27.5 Change of business
The Company shall procure that no substantial change is made to the general nature of the business of the Company, the Obligors or the Group (taken as a whole) from that carried on by the Group at the date of this Agreement.
27.6 Pari passu ranking
Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party held against it under the Finance Documents rank at least pari passu with the
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claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies and the Group’s Football Creditors in relation to matters set out in the Premier League Handbook.
27.7 Insurance
(a) Each Obligor shall (and the Company shall ensure that each member of the Group will) maintain insurances (other than in respect of permanent disability for players occurring when players are playing, practising or training for a member of the Group) on and in relation to its business and material assets of an insurable nature against those risks and to the extent as is usual for other companies carrying on the same or substantially similar business in each case where failure to do so would reasonably be expected to have a Material Adverse Effect.
(b) All insurances referred to in paragraph (a) above, must be with reputable independent insurance companies or underwriters.
27.8 Pensions
The Company shall ensure that the pension schemes operated by the Group including any employee benefit plan as defined in section 3(3) of the United States Employee Retirement Income Security Act of 1974 are at all times funded to the extent required by, and operated and maintained in accordance with, applicable law, save to the extent where failure to do so would not reasonably be expected to have a Material Adverse Effect.
27.9 Access
While an Event of Default is continuing under Clause 28.1 (Non-payment) or in respect of Clause 1.1 of Schedule 16 (Additional Events of Default) each Obligor shall and the Company shall ensure that each member of the Group (subject to any confidentiality or secrecy obligations under this Agreement and all applicable laws) will permit the Agent and/or the Security Trustee and/or accountants or other professional advisers and contractors of the Agent or Security Trustee to have access at all reasonable times during normal business hours (excluding any match days) and on reasonable notice (for a reasonable period) at the reasonable cost of the Company to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its senior management, provided that in exercising such right, the Agent or Security Trustee and/or representatives, delegates, agents, professional advisers and contracts (as appropriate) of the Agent or the Security Trustee shall have regard for the need to keep disruption to the business to a minimum.
27.10 Intellectual property
Each Obligor shall (and the Company shall procure that each member of the Group shall):
(a) take all reasonable action to preserve and maintain the subsistence and validity of the Intellectual Property which are material to the business of the relevant Group member; and
(b) not use or permit that Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Intellectual Property which may materially and adversely affect the existence or value of that Intellectual Property or imperil the right of any member of the Group to use such property; and,
other than where the failure to comply with any of the above undertakings would have a Material Adverse Effect.
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27.11 Senior Secured Debt
No Obligor shall (and the Company shall ensure that no member of the Group will):
(a) amend, vary, novate, supplement, supersede, waive or terminate any term of any Senior Secured Debt so as to bring forward the maturity of such Senior Secured Debt to a date prior to the date falling three months after the Initial Termination Date; or
(b) issue or incur any Senior Secured Debt which matures prior to the date falling three months after the Initial Termination Date.
27.12 Senior Unsecured Notes
The Company shall ensure that:
(a) no scheduled principal payments with respect to Senior Unsecured Notes (as defined in the Intercreditor Agreement) fall due prior to the date falling six months after the Initial Termination Date;
(b) any Senior Unsecured Notes are not secured by any Security over any shares in any member of the Group or any asset of any member of the Group other than security over (i) the shares in the Senior Unsecured Note Issuer and any direct Subsidiary of the Company and (ii) any Senior Unsecured Note Proceeds Loan (as defined in the Intercreditor Agreement) and which is subject to, and is treated in all respects for the purposes of, the Intercreditor Agreement as Shared Security (as defined therein);
(c) no member of the Group owes any Financial Indebtedness to a Senior Unsecured Issuer other than pursuant to a Senior Unsecured Note Proceeds Loan;
(d) the Company shall ensure that any Senior Unsecured Notes are only issued or borrowed by the Senior Unsecured Note Issuer which is (and which remains at all times when any Senior Unsecured Notes issued or borrowed by it remain outstanding):
(i) a Guarantor;
(ii) not the Borrower or the issuer or borrower of any Senior Secured Debt; and
(iii) other than Permitted Senior Unsecured Issuer Activities, has no assets, liabilities or business other than as permitted by this Clause or in connection with the Senior Unsecured Notes (including any Senior Unsecured Notes Proceeds Loan) or reasonably incidental thereto and which does not directly or indirectly own any shares or equivalent ownership interests in any member of the Group; and
(e) no member of the Group transfers any assets or makes any payment to a Senior Unsecured Note Issuer other than (without double counting):
(i) as permitted by clause 6.3 (Permitted Senior Unsecured Note Payments) and clause 10.2(b) (Permitted Payments: Senior Unsecured Notes Proceeds Liabilities) of the Intercreditor Agreement; or
(ii) (if no Event of Default is continuing or would result from the making of the relevant payment) payments reasonably required to allow the Senior Unsecured Issuer to pay when due amounts payable by it (A) with respect to Permitted Senior Unsecured Issuer Activities or (B) permitted by the Agent (acting on the instructions of the Majority Lenders (acting reasonably)).
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27.13 Guarantors
(a) The Company shall ensure that, subject to the Agreed Security Principles and subject to the below paragraphs of this Clause, all Material Companies (other than an Excluded Subsidiary) which are members of the Group are Guarantors and that the aggregate of the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors and the U.S. Guarantors and the aggregate gross assets of the Guarantors and the U.S. Guarantors, (in each case calculated on an unconsolidated basis and excluding all intra-Group items) represents not less than 85 per cent. of Consolidated EBITDA and consolidated gross assets of all members of the Group (in each case not including the Excluded Subsidiaries), in each case calculated by reference to (A) the Original Financial Statements of the Company prior to the Closing Date; and (B) thereafter, with each set of Annual Financial Statements (the “Guarantor Coverage Test”).
(b) The Company shall not have any obligation to procure that any member of the Group becomes an Additional Guarantor unless the Annual Financial Statements demonstrate that the same would be necessary in order to comply with the requirements of this Clause 27.13.
(c) If the Guarantor Coverage Test is not complied with as at the time of delivery of any Compliance Certificate accompanying the Annual Financial Statements, no Default will occur provided that (subject to the Agreed Security Principles), the Company procures that additional members of the Group become Guarantors within 30 Business Days (or such longer period agreed between the Agent (acting reasonably) and the Company) of the delivery of such Compliance Certificate so that, when retested at the end of such 30 Business Day period (or if agreed, such longer period) by reference to the Annual Financial Statements accompanying such Compliance Certificate, the Guarantor Coverage Test is complied with.
(d) The Company need only perform its obligations under paragraph (a) above, to the extent it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability.
(e) Any member of the Group (other than an Excluded Subsidiary) that becomes a Material Company and any Material Company (other than an Excluded Subsidiary) acquired in accordance with this Agreement after the Closing Date shall become, subject to the Agreed Security Principles, a Guarantor and grant Security as the Agent may reasonably require and shall accede to the Intercreditor Agreement within 30 Business Days (or such longer period agreed between the Agent (acting reasonably) and the Company) of delivery of any Compliance Certificate accompanying the Annual Financial Statements.
(f) Nothing in this Agreement shall require any Excluded Subsidiary to accede as a Guarantor for so long as it is an Excluded Subsidiary.
27.14 Further assurance
(a) Subject to the Agreed Security Principles and the terms of the Transaction Security Documents, each Obligor shall (and the Company shall procure that each member of the Group shall) following the Closing Date promptly do all such acts or execute all
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such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Trustee may reasonably specify (and in such form as the Security Trustee may reasonably require in favour of the Security Trustee or its nominee(s)):
(i) to perfect the Security created or intended to be created under or evidenced by the Transaction Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights powers and remedies of the Security Trustee or the Finance Parties provided by or pursuant to the Finance Documents or by law;
(ii) to confer on the Security Trustee or confer on the Finance Parties Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Transaction Security Documents; and/or
(iii) following the occurrence of an Acceleration Event, to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.
(b) Subject to the Agreed Security Principles and the terms of the Transaction Security Documents, each Obligor shall (and the Company shall procure that each member of the Group shall) at all times take all such action as is reasonably requested by the Security Trustee (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Trustee or the Finance Parties by or pursuant to the Finance Documents.
(c) The Company need only perform its obligations under paragraphs (a) and (b) above, to the extent it is not unlawful and would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability.
27.15 Centre of main interests and establishments
No Obligor whose jurisdiction of incorporation is a member state of the European Union will take any step which is intended to change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that of its jurisdiction of incorporation where to do so would materially and adversely affect the interests of the Lenders as a whole under the relevant Facility.
27.16 Sanctions
(a) The Company will maintain in effect and enforce policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
(b) No Borrower will request any Utilisation, and no Borrower shall use, and the Company shall procure that no Obligor and its or their respective directors, officers, employees, agents, affiliates and representatives and, to the extent it has the power to so procure, joint venture partners shall not use, the proceeds of any Utilisation:
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(i) in furtherance of an offer, payment, promise to pay, or authorisation of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws;
(ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country; or
(iii) in any manner that would result in the violation of any Sanctions applicable to any Party hereto.
(c) Any provision of this Clause 27.16 shall not apply to any person if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of any applicable Blocking Law.
(d) For the purposes of this Clause 27.16 and Clause 24.24 (Anti-Corruption Laws and Sanctions), “Blocking Law” means:
(i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom);
(ii) section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung); or
(iii) any similar blocking or anti-boycott law implemented by a Sanctions Authority.
27.17 Federal Reserve Regulations
No part of the proceeds of any Utilisation will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for “buying” or “carrying” any Margin Stock or to extend credit to others for the purpose of “buying” or “carrying” any Margin Stock (in each case within the meaning of Regulation T, U or X) or for any purpose which violates the provisions of the regulations of the Federal Reserve Board.
27.18 Sponsorship Contracts and Arrangements
The Company shall ensure no Unrestricted Subsidiary will:
(a) enter into any sponsorship contract and/or arrangement; or
(b) have transferred, assigned or novated to it any sponsorship contract and/or arrangement by any member of the Group.
For avoidance of doubt, sponsorship contracts and/or arrangements shall not include contracts and/or arrangements relating to (i) paragraphs (a) and (c) of the definition of New Holdco Business or (ii) the provision or supply of content, services or other products.
28. EVENTS OF DEFAULT
Each of the events or circumstances set out in this Clause 28 (save for Clause 28.9 (Acceleration), Clause 28.10 (Clean-up Period) and Clause 28.11 (Excluded Matters)) and Schedule 16 (Additional Events of Default) is an Event of Default.
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28.1 Non-payment
An Obligor does not pay:
(a) on the due date any amount of principal payable pursuant to a Finance Document; or
(b) within 30 days of the due date, any other amount payable pursuant to a Finance Document,
at the place at and in the currency in which it is expressed to be payable unless, in the case of a payment of principal:
(i) its failure to pay is caused by administrative or technical error or a Disruption Event; and
(ii) payment is made within five Business Days of its due date.
28.2 Breach of certain obligations
Subject to Clause 26.4 (Champions League Non Qualification Event) and Clause 26.5 (Equity Cure), any requirement of Clause 26.2 (Financial condition) is not satisfied.
28.3 Other obligations
An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 28.1 (Non-payment) and Clause 28.2 (Breach of certain obligations)) unless such non-compliance is capable of remedy and is remedied within 30 Business Days, of the earlier of the Agent giving notice thereof to the Company or any Obligor becoming aware of the failure to comply.
28.4 Misrepresentation
Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or in any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading (in the case of any representation or statement which is not subject to a materiality threshold in accordance with its terms, in any material respect) when made or deemed to be made and, if the circumstances causing such misrepresentation are capable of remedy within such period, such Obligor shall have failed to remedy such circumstances within 30 Business Days after the earlier of the Agent giving notice to the Company or the Company becoming aware of such misrepresentation.
28.5 Cross default
(a) Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group with respect to any Senior Secured Debt due and payable prior to its specified maturity as a result of an event of default (however described).
(b) Any Financial Indebtedness of any member of the Group is:
(i) declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); or
(ii) in respect of principal amounts or, in the case of any Senior Notes or Pari Passu Debt only, in respect of any amounts, not paid by the later of when due
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and payable and the expiry of any applicable grace period provided in respect of such Financial Indebtedness as at the date of such non-payment default.
(c) No Event of Default will occur under this Clause 28.5 if: (i) the aggregate amount of Financial Indebtedness falling within paragraphs (a) and (b) above is equal to £25,000,000 (or its equivalent in any other currency or currencies) or less; or (ii) the Financial Indebtedness is (A) owed by one member of the Group to another member of the Group, (B) owed by any member of the Group to any direct or indirect shareholder of the Company provided that such Financial Indebtedness is subordinated as Subordinated Liabilities pursuant to the terms of the Intercreditor Agreement or on terms otherwise acceptable to the Majority Lenders (acting reasonably), or (C) supported by a Letter of Credit (or a bank guarantee or letter of credit issued under an Ancillary Facility).
28.6 Unlawfulness and invalidity
(a) It is or becomes unlawful for an Obligor or, in the case of the Intercreditor Agreement, a member of the Group, to perform any of its obligations under any of the Finance Documents or any of the Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be valid or becomes unlawful and the cessation or unlawfulness individually or cumulatively materially and adversely affects the interests of the Lenders (taken as a whole) under the Finance Documents.
(b) Any obligations of any Obligor under any Finance Documents or any member of the Group that is party to the Intercreditor Agreement are not or cease to be legal, valid, binding or enforceable (other than as provided in the Legal Reservations or Perfection Requirements) and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders (taken as a whole) under the Finance Documents.
(c) Any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under this Agreement or the Intercreditor Agreement ceases to be legal, valid, binding, enforceable or effective (other than as provided in the Legal Reservations or Perfection Requirements) and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders (taken as a whole) under the Finance Documents.
28.7 Intercreditor Agreement
(a) Any member of the Group or Subordinated Creditor (as defined in the Intercreditor Agreement) fails to comply in any material respect with the provisions of, or does not perform in any material respect its obligations under, the Intercreditor Agreement; or
(b) a representation or warranty given by a member of the Group or Subordinated Creditor in the Intercreditor Agreement is incorrect in any material respect,
and, if the non-compliance or circumstances giving rise to the misrepresentation are capable of remedy, it is not remedied within 30 Business Days of the earlier of the Agent giving notice to that party or that party becoming aware of the non-compliance or misrepresentation.
28.8 Repudiation
An Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance Document.
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28.9 Acceleration
(a) Subject to paragraph (c) below and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Company:
(i) cancel all or part of the Total Commitments and/or Ancillary Commitments at which time they shall immediately be cancelled;
(ii) declare that all or part of the Utilisations, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable;
(iii) declare that all or part of the Utilisations be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders;
(iv) declare that cash cover in respect of each Letter of Credit is immediately due and payable at which time it shall become immediately due and payable;
(v) declare that the cash cover in respect of each Letter of Credit is payable on demand at which time it shall immediately become due and payable on demand by the Agent on the instructions of the Majority Lenders;
(vi) declare all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities to be immediately due and payable at which time they shall become immediately due and payable;
(vii) declare that all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or
(viii) exercise or direct the Security Trustee to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.
(b) With respect to any U.S. Obligor upon an Event of Default that is continuing with respect to such U.S. Obligor of the type described in Schedule 16 (Additional Events of Default) under the United States Bankruptcy Code of 1978 (Title 11 of the United States Code) (or other similar laws under a state of the U.S.), no such direction or written notice shall be required under paragraph (a) above and any Commitments to lend to such U.S. Obligor shall, subject to paragraph (b) of the definition of Acceleration Event, be automatically terminated and all of the Utilisations of such U.S. Obligor shall become immediately and automatically due and payable without requirement of notice or any other formality, provided that the occurrence of such event in relation to such U.S. Obligor shall not result in any Utilisations being accelerated without a notice having been given pursuant to paragraph (a) above to any other Borrower (including, for the avoidance of doubt, any other U.S. Borrower with respect to which no Event of Default has occurred and is continuing of the type described in Schedule 16 (Additional Events of Default) under the United States Bankruptcy Code of 1978 (Title 11 of the United States Code) (or other similar laws under a state of the U.S.)).
(c) If:
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(i) an Obligor does not pay on the due date any amount payable under an Ancillary Facility; or
(ii) an Ancillary Lender makes a demand for sums due under an Ancillary Facility; or
(iii) any such sum is declared to be or otherwise becomes due and payable (other than pursuant to this Clause 28.9) under any Ancillary Facility,
that non-payment, declaration, demand or due and payable sum shall not give rise to an Event of Default for the purposes of Clause 28.1 (Non-payment) or Clause 28.5 (Cross default), the Agent and the Lenders shall not exercise any rights under this Clause 28.9 and the Security Trustee shall not take any steps to enforce the Transaction Security Documents in respect of that non-payment, declaration, demand or due and payable sum if:
(A) that non payment is remedied or declaration, demand or due and payable sum is satisfied in full within 20 Business Days of the date of that non-payment or demand; and
(B) no other Event of Default has occurred and is continuing during that period.
For the avoidance of doubt but subject to Clause 28.10 (Clean-Up Period) and Clause 28.11 (Excluded matters), (x) if any other Event of Default has occurred and is continuing, the Agent, the Security Trustee and the Lenders may exercise all their rights under this Clause 28.9 and the Security Trustee may enforce the Transaction Security Documents in accordance with the terms of the Finance Documents, including in respect of the amount so demanded by the Ancillary Lender, and (y) for the purposes of Clause 4.2 (Further conditions precedent), a Borrower shall, during the applicable grace periods allowed by paragraph (A) above, be entitled to draw under any Facility to repay an Ancillary Facility notwithstanding such non-payment, declaration or demand.
28.10 Clean-up Period
(a) Notwithstanding any other term of this Agreement, in respect of an acquisition permitted or not prohibited by the terms of this Agreement (the “Approved Acquisition”) and made on or after the Closing Date, from the date of closing of the Approved Acquisition to the date falling ninety days thereafter (the “Clean-up Period”), if any matter or circumstance that exists in respect of any person, undertaking or business which is the direct or indirect subject of the Approved Acquisition would constitute a breach of a representation, an undertaking or any other term or condition under the Finance Documents or a Default or an Event of Default (a “Relevant Default”) then subject to paragraph (b) below, during the Clean-up Period that Relevant Default shall not constitute a breach of a representation, undertaking or any other term or condition under the Finance Documents or a Default or an Event of Default and the Agent shall not be entitled to give any notice under Clause 28.9 (Acceleration) with respect to that Relevant Default until (if that Relevant Default is then continuing) the date immediately after the end of the Clean-up Period.
(b) Paragraph (a) above shall not apply with respect to any Relevant Default to the extent that it:
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(i) is not capable of being cured or, if the Company is aware of the relevant circumstances at the time, reasonable steps are not being used to cure the same;
(ii) has been procured by or approved by a member of the Group (provided that knowledge of the Relevant Default does not equate to procurement or approval by that member of the Group);
(iii) has, or could reasonably expected to have, a Material Adverse Effect; or
(iv) is continuing at the end of the Clean-up Period (and, for the avoidance of doubt, if the Relevant Default is continuing at the end of the Clean-up Period, the Lenders shall then be entitled to exercise any available rights in relation to that continuing Relevant Default).
(c) For the avoidance of doubt, paragraph (a) above shall not restrict the Agent’s right to give any notice under Clause 28.9 (Acceleration) with respect to any Event of Default which is not a Relevant Default.
(d) Promptly upon becoming aware of its occurrence, the Company shall notify the Agent of any Event of Default that is continuing at the end of a Clean-up Period (together with the related event or circumstance and the steps, if any, being taken to remedy it).
28.11 Excluded Matters
Notwithstanding any other provision of any Finance Document:
(a) prior to the end of the Closing Date, no inaccuracy in any representation or warranty or breach of any undertaking or other term of (or default or event of default (however described) under) any document relating to the existing financing arrangements of any member of the Group (including, without limitation, the Existing Facility, the Existing Notes and the Terminating Hedge Agreements) arising as a direct or indirect result of any person entering into and/or performing its obligations under any Transaction Document (or carrying out the transactions contemplated by the Transaction Documents) shall; and
(b) other than in the case of any payment default under an Ancillary Document constituting an Event of Default under Clause 28.1 (Non-payment) or Clause 28.5 (Cross default) and subject to paragraph (c) of Clause 28.9 (Acceleration), no inaccuracy in any representation or warranty or breach of any undertaking or other term of (or default or event of default (however described) under) an Ancillary Document shall,
in any case, constitute, or result in, (x) any representation or warranty made or deemed to be made under any Finance Document being deemed to be incorrect or misleading when made or deemed to be made, (y) a breach of any undertaking or other term in any Finance Document or (z) a Default or an Event of Default (other than where an Obligor fails to pay on the due date, after the expiry of any applicable grace period, any amount payable by it to a Finance Party under a Finance Document (other than an Ancillary Document) in accordance with the provisions of Clause 28.1 (Non-payment) or in the case of any payment default under an Ancillary Document constituting an Event of Default under Clause 28.1 (Non-payment) or Clause 28.5 (Cross default) and subject to paragraph (c) of Clause 28.9 (Acceleration)) and each such event shall be expressly permitted under the terms of the Finance Documents.
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SECTION 9
CHANGES TO PARTIES
29. CHANGES TO THE LENDERS
29.1 Assignments and transfers by the Lenders
Subject to this Clause 29 a Lender (the “Existing Lender”) may:
(a) assign any of its rights;
(b) transfer by novation any of its rights and obligations; or
(c) enter into a sub-participation in relation to its rights and obligations,
under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets or to any other person (the “New Lender”) which in each case, unless an Event of Default is continuing, is a US Qualifying Lender (as defined in Clause 18.1).
29.2 Conditions of assignment or transfer
(a) The written consent of the Company is required for an assignment, transfer or sub-participation (where any voting rights pass or may pass) by an Existing Lender, unless the assignment, transfer or such sub-participation is:
(i) to another Lender or an Affiliate of a Lender;
(ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or
(iii) made at a time when an Event of Default is continuing.
(b) The consent of the Company to an assignment, transfer or sub-participation may not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for the Company to withhold consent in relation to any transfer, assignment or sub-participation (where voting rights pass or may pass) to, with, involving or in favour of any person which is:
(i) not a bank with a long term corporate credit rating equal to or better than BBB or Baa2 (as applicable) according to at least two of Moody’s, S&P and Fitch; or
(ii) an entity established for the primary purpose or main purpose of being a distressed debt fund.
The Company will be deemed to have given its consent five Business Days after the Existing Lender has requested it unless such consent is expressly refused by the Company within that time in accordance with this paragraph (b).
(c) Notwithstanding paragraph (a) above, any transfer or assignment to or sub-participation or any other debt purchase transaction with an Industrial Competitor shall require the prior written consent of the Company (to be granted or withheld in its sole discretion).
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(d) If the consent of the Company is required for any assignment or transfer, for all purposes under the Finance Documents that assignment or transfer shall only become effective if the prior written consent of the Company has been granted.
(e) If an assignment or transfer is carried out in breach of this Clause 29.2, such assignment or transfer shall be void and deemed not to have occurred.
(f) The consent of the Issuing Bank (if one has been appointed) (with such consent not to be unreasonably withheld or delayed) is required for any assignment or transfer by an Existing Lender of any of its rights and/or obligations under the Facilities.
(g) Unless the Company and the relevant Existing Lender otherwise agree in respect of transfers between Existing Lenders and their Affiliates a transfer of part of a Commitment or Commitments by the Existing Lender must be of a minimum amount of £1,000,000, provided that if the Existing Lender retains any Commitment or Commitments it is (or they are) of a minimum amount of £1,000,000 in aggregate across the Facilities.
(h) In determining whether the requirements of paragraph (g) above as to the minimum amount in respect of any Facility or Facilities to be retained by an Existing Lender are satisfied, the amount of any Commitment or Commitments of any Affiliate of the relevant Existing Lender to be retained shall be aggregated with the Commitment or Commitments of the Existing Lender to be transferred and/or retained (as the case may be).
(i) An assignment will only be effective on:
(i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender;
(ii) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and
(iii) the performance by the Agent of all necessary “know your customer”, USA PATRIOT Act or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.
(j) A transfer will only be effective on:
(i) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and
(ii) procedure set out in Clause 29.5 (Procedure for transfer) being complied with.
(k) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
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(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 18 (Tax Gross-up and Indemnities) or Clause 19 (Increased Costs),
then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (k) shall not apply in relation to Clause 18.2 (Tax gross-up), to a UK Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (i)(ii)(B) of Clause 18.2 (Tax gross-up) if the Obligor making the payment has not made a Borrower DTTP Filing in respect of that UK Treaty Lender.
(l) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
29.3 Assignment or transfer fee
Unless the Agent otherwise agrees and excluding an assignment or transfer to an Affiliate of a Lender or a Related Fund, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of £2,500.
29.4 Limitation of responsibility of Existing Lenders
(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;
(ii) the financial condition of any Obligor;
(iii) the performance and observance by any Obligor or any other member of the Group of its obligations under the Transaction Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,
and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and
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(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 29; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.
29.5 Procedure for transfer
(a) Subject to the conditions set out in Clause 29.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender and update the Register in accordance with Clause 32.21 (Register). The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer”, USA PATRIOT Act or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) Subject to Clause 29.9 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and other members of the Group party to any Finance Document and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and other members of the Group party to any Finance Document and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arranger, the Security Trustee, the New Lender, the other Lenders, the Issuing Bank and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger, the Security Trustee, the Issuing Bank and any
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relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
29.6 Procedure for assignment
(a) Subject to the conditions set out in Clause 29.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer”, USA PATRIOT Act or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.
(c) Subject to Clause 29.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the “Relevant Obligations”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.
(d) Lenders may utilise procedures other than those set out in this Clause 29.6 to assign their rights under the Finance Documents (but not, without the consent of the Company or unless in accordance with Clause 29.5 (Procedure for transfer), to obtain a release by each Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 29.2 (Conditions of assignment or transfer).
29.7 Copy of Transfer Certificate, Assignment Agreement, Increase Confirmation, Additional Facility Lender Accession Notice, Affiliate Ancillary Lender Notice or Substitute Affiliate Lender Designation Notice to the Company
The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement, an Increase Confirmation, an Additional Facility Lender Accession Notice or received an Affiliate Ancillary Lender Notice or Substitute Affiliate Lender Designation Notice, send to the Company a copy of that Transfer Certificate, Assignment Agreement, Increase Confirmation, Additional Facility Lender Accession Notice, Affiliate Ancillary Lender Notice or Substitute Affiliate Lender Designation Notice (as the case may be) provided that, in relation to a Transfer Certificate, Assignment Agreement, Increase Confirmation, Additional Facility Lender Accession Notice, Affiliate Ancillary
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Lender Notice or Substitute Affiliate Lender Designation Notice which includes an indication that the New Lender, Increase Lender, Additional Facility Lender, Affiliate Ancillary Lender or Substitute Affiliate Lender wishes the HMRC DT Treaty Passport scheme to apply to this Agreement, the Agent shall send to the Company a copy of that Transfer Certificate, Assignment Agreement, Increase Confirmation, Additional Facility Lender Accession Notice, Affiliate Ancillary Lender Notice or Substitute Affiliate Lender Designation Notice (as applicable) promptly (and in any event within one Business Day) after the Transfer Date, Increase Date or effective date (as the case may be).
29.8 Security over Lenders’ rights
In addition to the other rights provided to Lenders under this Clause 29, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:
(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and
(b) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,
except that no such charge, assignment or Security shall:
(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or other Security for the Lender as a party to any of the Finance Documents; or
(ii) require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.
29.9 Pro rata interest settlement
If the Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 29.5 (Procedure for transfer) or any assignment pursuant to Clause 29.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):
(a) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six-Monthly intervals after the first day of that Interest Period); and
(b) the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts so that, for the avoidance of doubt:
(i) when the Accrued Amounts become payable, those Accrued Amounts will be payable for the account of the Existing Lender; and
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(ii) the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 29.9, have been payable to it on that date, but after deduction of the Accrued Amounts.
30. RESTRICTION ON DEBT PURCHASE TRANSACTIONS
30.1 Prohibition on Debt Purchase Transactions by the Group
The Company shall not, and shall procure that each other member of the Group shall not, enter into any Debt Purchase Transaction or beneficially own all or any part of the share capital of a company that is a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraphs (b) or (c) of the definition of Debt Purchase Transaction.
30.2 Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates
(a) For so long as an Investor Affiliate:
(i) beneficially owns a Commitment; or
(ii) has entered into a sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated,
(A) in ascertaining:
(I) the Majority Lenders; or
(II) whether (x) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments or (y) the agreement of any specified group of Lenders,
has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents such Commitment shall be deemed to be zero; and
(B) for the purpose of Clause 41.3 (Exceptions), such Investor Affiliate or the person with whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Lender (unless in the case of a person not being an Investor Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment).
(b) Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction with an Investor Affiliate (a “Notifiable Debt Purchase Transaction”), such notification to be substantially in the form set out in Part 1 of Schedule 13 (Forms of Notifiable Debt Purchase Transaction Notice).
(c) A Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which it is a party:
(i) is terminated; or
(ii) ceases to be with an Investor Affiliate,
such notification to be substantially in the form set out in Part 2 of Schedule 13 (Forms of Notifiable Debt Purchase Transaction Notice).
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(d) Each Investor Affiliate that is a Lender agrees that:
(i) in relation to any meeting or conference call to which all the Lenders are invited to attend or participate, it shall not attend or participate in the same if so requested by the Agent or, unless the Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and
(ii) in its capacity as Lender, unless the Agent otherwise agrees, it shall not be entitled to receive any report or other document prepared at the request of, or on the instructions of, the Agent or one or more of the Lenders.
(e) Notwithstanding any other provision in the Finance Documents, any Investor Affiliate which is the assignee or transferee of a participation in a Loan and/or any Commitment shall be deemed to be an entity which satisfies the requirements of Clause 29.1 (Assignments and transfers by the Lenders) and Clause 29.2 (Conditions of assignment or transfer).
31. CHANGES TO THE OBLIGORS
31.1 Assignment and transfers by Obligors
No Obligor or any other member of the Group may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.
31.2 Additional Borrowers
(a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 25.10 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries which is a member of the Group becomes a Borrower in relation to a Facility. That Subsidiary shall become a Borrower under that Facility if:
(i) it is:
(A) incorporated in the same jurisdiction as an existing Borrower under that Facility, the United States or a jurisdiction agreed upon between the Company and all the Lenders under that Facility (for the avoidance of doubt, other than any Defaulting Lender under that Facility) (acting reasonably); or
(B) in the case of a member of the Group which will borrow under an Ancillary Facility only, approved by the relevant Ancillary Lender;
(ii) the Company and that Restricted Subsidiary deliver to the Agent a duly completed and executed Accession Deed;
(iii) the Restricted Subsidiary is (or, subject to the Agreed Security Principles, becomes) a Guarantor prior to becoming an Additional Borrower;
(iv) the Company confirms that no Event of Default is continuing or would occur as a result of that Restricted Subsidiary becoming an Additional Borrower; and
(v) if required, the Agent has received all of the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably).
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(b) The Agent shall notify the Company and the Lenders promptly upon being satisfied (acting reasonably) that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent).
(c) In the event that an Additional Borrower is resident outside the United Kingdom for United Kingdom tax purposes or the United States of America for U.S. tax purposes, the Company and the Lenders undertake to negotiate in good faith such changes to be made to the definition of Qualifying Lender and to any other relevant provision in this Agreement in relation to any exemptions from withholding or similar taxes in the jurisdiction in which the Additional Borrower is resident as will give an equivalent level of protection for the Additional Borrower and the Lenders as that afforded in respect of Borrowers resident in the United Kingdom under the existing definition of Qualifying Lender or Borrowers resident in the United States of America under the existing definition of US Qualifying Lender (as appropriate) (insofar as is commercially appropriate given the differences between the withholding tax regime in the UK and/or U.S. (as appropriate) and that in such other jurisdiction).
(d) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.
31.3 Resignation of a Borrower
(a) The Company may request that a Borrower (other than MUFC) ceases to be a Borrower by delivering to the Agent a Resignation Letter if:
(i) that Borrower is the subject of a Third Party Disposal, Permitted Reorganisation or has become an Unrestricted Subsidiary in accordance with the terms of this Agreement; or
(ii) all the Lenders under that Facility have consented to the resignation of that Borrower.
(b) The Agent shall accept a Resignation Letter and notify the Company and the other Finance Parties of its acceptance if:
(i) the Company has confirmed that no Default is continuing or would result from the acceptance of the Resignation Letter;
(ii) the Borrower is (or shall, following its disposal, a Permitted Reorganisation or designation as an Unrestricted Subsidiary (as applicable) be) under no actual or contingent obligations as a Borrower under any Finance Documents; and
(iii) where the Borrower is also a Guarantor (unless its resignation has been or will be accepted in accordance with Clause 31.5 (Resignation of a Guarantor)), its obligations in its capacity as Guarantor continue to be, subject to the Legal Reservations, legal, valid, binding and enforceable and in full force and effect (subject to the Legal Reservations) and the amount guaranteed by it as a Guarantor is not decreased (and the Company has confirmed this is the case).
(c) Upon notification by the Agent to the Company of its acceptance of a Resignation Letter, that company shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents as a Borrower
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(d) The resignation of a Borrower which is subject of a Third Party Disposal, Permitted Reorganisation or designation as an Unrestricted Subsidiary shall not take effect (and the Borrower will continue to have rights and obligations under the Finance Documents) until the date on which the Third Party Disposal, Permitted Reorganisation or, as the case may be, designation as an Unrestricted Subsidiary takes effect.
(e) The Agent (acting reasonably) may, at the cost and expense of the Company, require a legal opinion from counsel to the Agent confirming the matters set out in paragraph (b)(iii) above and the Agent shall be under no obligation to accept a Resignation Letter until it has obtained such opinion in form and substance satisfactory to it.
31.4 Additional Guarantors
(a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 25.10 (“Know your customer” checks), the Company may request that any of its Subsidiaries which is a member of the Group become a Guarantor.
(b) A member of the Group shall become an Additional Guarantor if:
(i) the Company and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Deed; and
(ii) if required the Agent has received all of the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent (acting reasonably).
(c) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent).
(d) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (c) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.
31.5 Resignation of a Guarantor
(a) The Company may request that a Guarantor (other than the Company and (for so long as it directly owns any shares in MUL) Red Football Junior Limited) ceases to be a Guarantor by delivering to the Agent a Resignation Letter if:
(i) that Guarantor is being disposed of by way of a Third Party Disposal or Permitted Reorganisation;
(ii) that Guarantor has become an Unrestricted Subsidiary in accordance with the terms of this Agreement;
(iii) the Guarantor is subject to a merger and/or consolidation not prohibited under Schedule 15 (Restrictive Covenants); or
(iv) all the Lenders have consented to the resignation of that Guarantor.
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(b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:
(i) the Company has confirmed that no Default is continuing or would result from the acceptance of the Resignation Letter;
(ii) no payment is due from the Guarantor under Clause 23.1 (Guarantee and indemnity); and
(iii) where the Guarantor is also a Borrower, it is (or shall, following its disposal, reorganisation or designation as an Unrestricted Subsidiary (as applicable) be) under no actual or contingent obligations as a Borrower and has resigned and ceased to be a Borrower under Clause 31.3 (Resignation of a Borrower).
(c) Subject to paragraph (d) below, upon notification by the Agent to the Company of its acceptance of the Resignation Letter, that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
(d) The resignation of a Guarantor which is the subject of a Third Party Disposal, Permitted Reorganisation or designation as an Unrestricted Subsidiary shall not take effect (and the Guarantor will continue to have rights and obligations under the Finance Documents) until the date on which the Third Party Disposal, Permitted Reorganisation or, as the case may be, designation as an Unrestricted Subsidiary takes effect.
31.6 Repetition of Representations
Delivery of an Accession Deed constitutes confirmation by the relevant Restricted Subsidiary that the representations and warranties referred to in paragraph (c) of Clause 24.28 (Times at which representations are made) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.
31.7 Resignation and release of Security on disposal
(a) Without prejudice to the provisions of the Intercreditor Agreement, if a Borrower or Guarantor is or is proposed to be the subject of a Third Party Disposal, a Permitted Reorganisation or there is a Disposal of Charged Property (including pursuant to a Permitted Reorganisation) or that is otherwise permitted under the Intercreditor Agreement:
(i) where that Borrower or Guarantor created Transaction Security over any of its assets or business in favour of the Security Trustee (including the assets or business of any of its Subsidiaries that is to cease to be a member of the Group as a result of the disposal or Permitted Reorganisation) or Transaction Security in favour of the Security Trustee was created over the shares (or equivalent) of that Borrower or Guarantor (or any of its Subsidiaries that is to cease to be a member of the Group as a result of the disposal or Permitted Reorganisation), the Security Trustee shall, at the cost and request of the Company, release those assets, business or shares (or equivalent) and issue certificates of non-crystallisation in accordance with the Intercreditor Agreement;
(ii) the resignation of that Borrower or Guarantor and related release of Transaction Security referred to in paragraph (a) above shall not become
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effective until the date of that disposal or Permitted Reorganisation (as applicable); and
(iii) if the disposal or Permitted Reorganisation of that Borrower or Guarantor is not made, the Resignation Letter of that Borrower or Guarantor and the related release of Transaction Security referred to in paragraph (a) above shall have no effect and the obligations of the Borrower or Guarantor and the Transaction Security created or intended to be created by or over that Borrower or Guarantor and its Subsidiaries shall continue in such force and effect as if that release had not been effected.
(b) Without prejudice to the foregoing, if requested by the Company in connection with any Structural Change, increase in the Facility pursuant to Clause 2.2 (Increase) (or as otherwise permitted or contemplated by this Agreement), establishment of an Additional Facility, repayment in full of the Initial Facility or where otherwise provided for in this Agreement (including any Third Party Disposal or Permitted Reorganisation), the Security Trustee and the other Finance Parties shall (at the cost of the Obligors and in the manner contemplated by the Intercreditor Agreement) promptly execute any guarantee, security or other release and/or any amendment, supplement or other documentation relating to the Transaction Security Documents required in order to complete or otherwise facilitate that step or transaction (and the Security Trustee is authorised to execute, and will (subject to the Intercreditor Agreement) execute if required by the Company, without need for any further authority from the Secured Parties, any such release or document on behalf of the Secured Parties) provided that, in the case of any release of Transaction Security requested by the Company pursuant to this Clause 31.7 as part of a Structural Adjustment, an increase in the Facility pursuant to Clause 2.2 (Increase) and/or the establishment of an Additional Facility (a “Permitted Transaction”), that release shall be without prejudice to any obligation under this Agreement to provide, subject to the Agreed Security Principals, replacement security (where applicable) and the Security Trustee shall not be required to execute that release unless the Company has provided a certificate to the Security Trustee that it has determined in good faith (taking into account any applicable legal limitations and other relevant considerations in relation to the Permitted Transaction) that it is either not possible or not desirable to implement that Permitted Transaction on terms satisfactory to the Company by instead granting additional Transaction Security and/or amending the terms of the existing Transaction Security.
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SECTION 10
THE FINANCE PARTIES
32. ROLE OF THE AGENT, THE ARRANGER, THE ISSUING BANK AND OTHERS
32.1 Appointment of the Agent
(a) Each of the Arranger, the Lenders and the Issuing Bank appoints the Agent to act as its agent under and in connection with the Finance Documents.
(b) Each of the Arranger, the Lenders and the Issuing Bank authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.
32.2 Duties of the Agent
(a) Subject to paragraph (b) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(b) Without prejudice to Clause 29.7 (Copy of Transfer Certificate, Assignment Agreement, Increase Confirmation, Additional Facility Lender Accession Notice, Affiliate Ancillary Lender Notice or Substitute Affiliate Lender Designation Notice to the Company) and paragraph (e) of Clause 7.4 (Cash Collateral by Non-Acceptable L/C Lender), paragraph (a) above shall not apply to any Transfer Certificate, any Assignment Agreement, any Increase Confirmation or any Additional Facility Notice.
(c) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(d) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(e) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Arranger or the Security Trustee) under this Agreement it shall promptly notify the other Finance Parties.
(f) The Agent shall provide to the Company within five Business Days of a request by the Company (but no more frequently than once per calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
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(g) Upon the Agent becoming an Impaired Agent, the Agent shall promptly provide to each Lender and the Company a list (which may be in electronic form) setting out the names of the Lenders as at the date on which such list is provided.
(h) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.
(i) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
32.3 Role of the Arranger
Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.
32.4 No fiduciary duties
(a) Nothing in any Finance Document constitutes the Agent and/or the Issuing Bank as a trustee or fiduciary of any other person.
(b) None of the Agent, the Security Trustee, the Arranger, the Issuing Bank or any Ancillary Lender shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.
32.5 Business with the Group
The Agent, the Security Trustee, the Arranger, the Issuing Bank and each Ancillary Lender may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.
32.6 Rights and discretions
(a) The Agent and the Issuing Bank may:
(i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 30.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and
(ii) rely on any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify;
(iii) assume that:
(A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(B) unless it has received notice of revocation, that those instructions have not been revoked; and
(iv) rely on certificate from any person:
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(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,
as sufficient evidence that this is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 28.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised;
(iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and
(iv) no Notifiable Debt Purchase Transaction:
(A) has been entered into;
(B) has been terminated; or
(C) has ceased to be with an Investor Affiliate.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
(d) Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(e) Without prejudice to the generality of paragraph (d) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.
(f) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent, the Arranger or the Issuing Bank is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (c) above or paragraph (h) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
(h) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
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(i) Notwithstanding any provision of any Finance Document to the contrary, the Agent (acting in such role) is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
32.7 Instructions
(a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by: (A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; (B) Super Majority Lenders if the relevant Finance Document stipulates the matter is a Super Majority Lender decision; and (C) in all other cases, the Majority Lenders and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with paragraph (i) above.
(b) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all the Finance Parties other than the Security Trustee.
(d) The Agent may refrain from acting in accordance with the instructions of any Lender or group of Lenders until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.
(e) In the absence of instructions from the required Lender or group of Lenders, the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
32.8 Responsibility for documentation
None of the Agent, the Arranger, the Issuing Bank or any Ancillary Lender:
(a) is responsible or liable for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Arranger, the Issuing Bank, an Ancillary Lender, an Obligor or any other person given in or in connection with any Finance Document or the transactions contemplated in the Finance
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Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;
(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document or the Transaction Security; or
(c) is responsible for any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.
32.9 No duty to monitor
The Agent shall not be bound to enquire:
(a) whether or not any Default has occurred;
(b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or
(c) whether any other event specified in any Finance Document has occurred.
32.10 Exclusion of liability
(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent, the Issuing Bank or any Ancillary Lender), none of the Agent, the Issuing Bank or any Ancillary Lender will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security; or
(iii) without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction,
including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any
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Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Agent, the Issuing Bank or an Ancillary Lender (as applicable)) may take any proceedings against any officer, employee or agent of the Agent, the Issuing Bank or any Ancillary Lender, in respect of any claim it might have against the Agent, the Issuing Bank or an Ancillary Lender or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Transaction Document and any officer, employee or agent of the Agent, the Issuing Bank or any Ancillary Lender may rely on this Clause 32.10 subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Agent or the Arranger to carry out:
(i) any “know your customer”, USA PATRIOT Act or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender,
on behalf of any Lender and each Lender confirms to the Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arranger.
(e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent’s liability, any liability of the Agent arising under or in connection with any Finance Document or the Transaction Security shall be limited to the amount of actual loss suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.
32.11 Lenders’ indemnity to the Agent
Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 35.11 (Disruption to Payment Systems etc.) notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).
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32.12 Resignation of the Agent
(a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the Company.
(b) Alternatively the Agent may resign by giving at least 30 days’ notice to the Lenders and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 32 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
(f) The Agent’s resignation notice shall only take effect upon the appointment of a successor.
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of this Clause 32 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under Clause 18.9 (FATCA Information) and the Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii) the information supplied by the Agent pursuant to Clause 18.9 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
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(iii) the Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,
and (in each case) the Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company or that Lender, by notice to the Agent, requires it to resign.
32.13 Replacement of the Agent
(a) After consultation with the Company, the Majority Lenders may, by giving 30 days’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent (acting through an office in the United Kingdom).
(b) The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
(c) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of this Clause 32 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).
(d) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
32.14 Confidentiality
(a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.
(b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.
(c) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.
32.15 Relationship with the Lenders
(a) Subject to Clause 29.9 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:
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(i) entitled to or liable for any payment due under any Finance Document on that day; and
(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,
unless it has received not less than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.
(b) Each Lender shall supply the Agent with any information that the Security Trustee may reasonably specify (through the Agent) as being necessary or desirable to enable the Security Trustee to perform its functions as Security Trustee. Each Lender shall deal with the Security Trustee exclusively through the Agent and shall not deal directly with the Security Trustee.
(c) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 37.6 (Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes of Clause 37.2 (Addresses) and paragraph (a)(iii) of Clause 37.6 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.
32.16 Credit appraisal by the Lenders, Issuing Bank and Ancillary Lenders
Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender, Issuing Bank and Ancillary Lender confirms to the Agent, the Arranger, the Issuing Bank and each Ancillary Lender that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:
(a) the financial condition, status and nature of each member of the Group;
(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;
(c) whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security or the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;
(d) the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other
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agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
(e) the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.
32.17 Base Reference Banks and Alternative Reference Banks
If a Base Reference Bank or Alternative Reference Bank (or, if a Base Reference Bank or Alternative Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Company) appoint another Lender or an Affiliate of a Lender to replace that Base Reference Bank or Alternative Reference Bank.
32.18 Agent’s management time
Any amount payable to the Agent under Clause 20.3 (Indemnity to the Agent), Clause 22 (Costs and expenses) and Clause 32.11 (Lenders’ indemnity to the Agent) shall include the cost of utilising the Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Company and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 17.4 (Agency fee).
32.19 Deduction from amounts payable by the Agent
If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.
32.20 Reliance and engagement letters
Each Finance Party confirms that the Arranger and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger or Agent) any reports or letters provided by accountants in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.
32.21 Register
(a) The Agent, on behalf of the Borrower, shall maintain a register (the “Register”) for the registration and transfer of the Loans, and shall enter the names and addresses of the registered holders of the Loans, the transfers, of the Loan and the names and addresses of the transferees (including all assignees, successors and participants) of the Loans.
(b) The Borrower shall be provided reasonable opportunities to inspect the Register from time to time.
(c) The Borrower shall treat any registered holder as the absolute owner of any Loans held by such holder, as indicated in the Register (absent manifest error), for the purpose of receiving payment of all amounts payable with respect to such Loans and for all other purposes.
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(d) The Loans are registered obligations and the right, title and interest of any Lender and its assignees in and to such Loans, shall be transferable only upon notation of such transfer in the Register.
(e) Solely for the purposes of this Clause 32.21 the Agent shall be the Borrowers’ agent for purposes of maintaining the Register.
(f) This Clause 32.21 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any other relevant or successor provisions of the Code or such regulations).
32.22 Role of Base Reference Banks and Alternative Reference Banks
(a) No Base Reference Bank or Alternative Reference Bank is under any obligation to provide a quotation or any other information to the Agent.
(b) No Base Reference Bank or Alternative Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.
(c) No Party (other than the relevant Base Reference Bank or Alternative Reference Bank) may take any proceedings against any officer, employee or agent of any Base Reference Bank or Alternative Reference Bank in respect of any claim it might have against that Base Reference Bank or Alternative Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Base Reference Bank or Alternative Reference Bank may rely on this Clause 32.22 subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
32.23 Third party Base Reference Banks and Alternative Reference Banks
A Base Reference Bank or Alternative Reference Bank which is not a Party may rely on Clause 32.22 (Role of Base Reference Banks and Alternative Reference Banks) and Clause 43 (Confidentiality of Funding Rates and Reference Bank Quotations) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
33. CONDUCT OF BUSINESS BY THE FINANCE PARTIES
No provision of this Agreement will:
(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
34. SHARING AMONG THE FINANCE PARTIES
34.1 Payments to Finance Parties
(a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with
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Clause 35 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then:
(i) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery to the Agent;
(ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 35 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and
(iii) the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 35.6 (Partial payments).
(b) Paragraph (a) above shall not apply to any amount received or recovered by an Issuing Bank or an Ancillary Lender in respect of any cash cover provided for the benefit of that Issuing Bank or that Ancillary Lender.
34.2 Redistribution of payments
The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 35.6 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.
34.3 Recovering Finance Party’s rights
On a distribution by the Agent under Clause 34.2 (Redistribution of payments), of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.
34.4 Reversal of redistribution
If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:
(a) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the “Redistributed Amount”); and
(b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.
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34.5 Exceptions
(a) This Clause 34 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.
(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:
(i) it notified the other Finance Party of the legal or arbitration proceedings; and
(ii) the other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.
34.6 Ancillary Lenders
(a) This Clause 34 shall not apply to any receipt or recovery by a Lender in its capacity as an Ancillary Lender at any time prior to service of notice under Clause 28.9 (Acceleration).
(b) Following service of notice under Clause 28.9 (Acceleration), this Clause 34 shall apply to all receipts or recoveries by Ancillary Lenders except to the extent that the receipt or recovery represents a reduction from the Designated Gross Amount for an Ancillary Facility to its Designated Net Amount.
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SECTION 11
ADMINISTRATION
35. PAYMENT MECHANICS
35.1 Payments to the Agent
(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, excluding a payment under the terms of an Ancillary Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
(b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Agent) with such bank as the Agent, in each case, specifies.
35.2 Distributions by the Agent
Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 35.3 (Distributions to an Obligor) and Clause 35.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London, as specified by that Party).
35.3 Distributions to an Obligor
The Agent may (with the consent of the Obligor or in accordance with Clause 36 (Set-Off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.
35.4 Clawback
(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.
(b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.
35.5 Impaired Agent
(a) If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 35.1 (Payments to the Agent) may instead either pay that
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amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents.
(b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.
(c) A Party which has made a payment in accordance with this Clause 35.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.
(d) Promptly upon the appointment of a successor Agent in accordance with Clause 32.13 (Replacement of the Agent), each Party which has made a payment to a trust account in accordance with this Clause 35.5 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance with Clause 35.2 (Distributions by the Agent).
35.6 Partial payments
(a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:
(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the Arranger, the Issuing Bank and the Security Trustee under those Finance Documents;
(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents;
(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents and any amount due but unpaid under Clause 7.2(a) (Claims under a Letter of Credit), Clause 7.3 (Indemnities); and
(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.
(b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.
(c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.
35.7 Set-off by Obligors
All payments to be made by an Obligor under the Finance Documents shall be calculated and be made, save to the extent contemplated in Clause 10.1 (Repayment of Loans) and Clause 18.4 (Tax Credit), without (and free and clear of any deduction for) set-off or counterclaim.
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35.8 Business Days
(a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.
35.9 Currency of account
(a) Subject to paragraphs (b) to (e) below, the Base Currency is the currency of account and payment for any sum due from an Obligor under any Finance Document.
(b) A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the currency in which that Utilisation or Unpaid Sum is denominated on its due date.
(c) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.
(d) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
(e) Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.
35.10 Change of currency
(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:
(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Company); and
(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).
(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.
35.11 Disruption to Payment Systems etc.
If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or
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administration of the Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 41 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
36. SET-OFF
(a) Whilst an Event of Default is continuing, a Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
(b) Any credit balances taken into account by an Ancillary Lender when operating a net limit in respect of any overdraft under an Ancillary Facility shall on enforcement of the Finance Documents be applied first in reduction of the overdraft provided under that Ancillary Facility in accordance with its terms.
37. NOTICES
37.1 Communications in writing
Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by electronic mail, fax or letter.
37.2 Addresses
The address, email address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:
(a) in the case of the Company or the Company, that identified with its name below;
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(b) in the case of each Lender, the Issuing Bank, each Ancillary Lender or any other Obligor, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and
(c) in the case of the Agent or the Security Trustee, that identified with its name below,
or any substitute address, email address, fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice.
37.3 Delivery
(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:
(i) if by way of fax, when received in legible form; or
(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,
and, if a particular department or officer is specified as part of its address details provided under Clause 37.2 (Addresses), if addressed to that department or officer.
(b) Any communication or document to be made or delivered to the Agent or the Security Trustee will be effective only when actually received by the Agent or Security Trustee and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s or Security Trustee’s signature below (or any substitute department or officer as the Agent or Security Trustee shall specify for this purpose).
(c) The Company may make and/or deliver, as agent of each Obligor, notices and/or requests on behalf of each Obligor.
(d) Unless the Agent is an Impaired Agent, all notices from or to an Obligor and/or the Company shall be sent through the Agent.
(e) Any communication or document made or delivered to the Company in accordance with this Clause 37.3 will be deemed to have been made or delivered to each of the Obligors.
(f) Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 6.00 p.m. in the place of receipt shall be deemed only to become effective on the following day (unless sent by electronic mail).
37.4 Notification of address and fax number
Promptly upon receipt of notification of an address, email address or fax number or change of address, email address or fax number pursuant to Clause 37.2 (Addresses) or changing its own address, email address or fax number, the Agent shall notify the other Parties.
37.5 Communication when Agent is Impaired Agent
If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be
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made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.
37.6 Electronic communication
(a) Any communication to be made between the Agent or the Security Trustee and a Lender or Obligor under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent, the Security Trustee and the relevant Lender or Obligor:
(i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;
(ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and
(iii) notify each other of any change to their address or any other such information supplied by them.
(b) Any electronic communication made between the Agent and a Lender or the Security Trustee or an Obligor will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender or an Obligor to the Agent or the Security Trustee and/or any member of the Group only if it is addressed in such a manner as the Agent or Security Trustee shall specify for this purpose.
37.7 Use of websites
(a) The Company may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Company and the Agent (the “Designated Website”) if:
(i) the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;
(ii) both the Company and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and
(iii) the information is in a format previously agreed between the Company and the Agent.
If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Agent shall notify the Company accordingly and the Company shall, at its own cost, supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Company shall, if requested by the Agent, at its own cost, supply the Agent with at least one copy in paper form of any information required to be provided by it.
(b) The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Company and the Agent.
(c) The Company shall promptly upon becoming aware of its occurrence notify the Agent if:
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(i) the Designated Website cannot be accessed due to technical failure;
(ii) the password specifications for the Designated Website change;
(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;
(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or
(v) the Company becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.
If the Company notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Company under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.
(d) Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Company shall at its own cost comply with any such request within ten Business Days.
37.8 English language
(a) Any notice given under or in connection with any Finance Document must be in English.
(b) All other documents provided under or in connection with any Finance Document must be:
(i) in English; or
(ii) if not in English, and if so required by the Agent (acting reasonably), accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.
38. CALCULATIONS AND CERTIFICATES
38.1 Accounts
In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.
38.2 Certificates and determinations
Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
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38.3 Day count convention
Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 365 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.
38.4 Personal Liability
If an individual signs a certificate on behalf of any member of the Group and the certificates proves to be incorrect, the individual will incur no personal liability as a result, unless the individual acted fraudulently or with gross negligence in giving the certificate. In this case any liability of the individual will be determined in accordance with applicable law.
39. PARTIAL INVALIDITY
If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
40. REMEDIES AND WAIVERS
No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
41. AMENDMENTS AND WAIVERS
41.1 Intercreditor Agreement
This Clause 41 is subject to the terms of the Intercreditor Agreement.
41.2 Required consents
(a) Subject to Clause 41.3 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Company and any such amendment or waiver will be binding on all Parties.
(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 41.
(c) Each Obligor agrees to any such amendment or waiver permitted by this Clause 41 which is agreed to by the Company. This includes any amendment or waiver which would, but for this paragraph (c), require the consent of all of the Guarantors.
41.3 Exceptions
(a) An amendment or waiver that has the effect of changing or which relates to:
(i) the definitions of “Majority Lenders”, and “Super Majority Lenders” in Clause 1.1 (Definitions);
(ii) the definition of “Structural Adjustment”
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(iii) a change to the Borrowers or Guarantors other than in accordance with Clause 31 (Changes to the Obligors);
(iv) any provision which expressly requires the consent of all the Lenders;
(v) Clause 2.4 (Finance Parties’ rights and obligations), Clause 29 (Changes to the Lenders), Clause 34 (Sharing among the Finance Parties), Clause 45 (Governing law) or this Clause 41;
(vi) subject to the terms of the Intercreditor Agreement, any amendment to the order of priority or subordination under the Intercreditor Agreement or the manner in which proceeds of enforcement of the Transaction Security are distributed, in each case, to the extent such amendment is expected to be adverse to the priority of a Commitment;
shall not be made without the prior consent of all the Lenders, except in any such case amendments or waivers consequential on, incidental to or required to implement or reflect a Structural Change or an Additional Facility (where in each case no Lender consent shall be required).
(b) An amendment or waiver which relates to the rights or obligations of the Agent, the Arranger, the Issuing Bank, the Security Trustee, Base Reference Bank, Alternative Base Reference Bank or any Ancillary Lender (each in their capacity as such) may not be effected without the consent of the Agent, the Arranger, the Issuing Bank, the Security Trustee, Base Reference Bank (to the extent there is any), Alternative Base Reference Bank (to the extent there is any) or, as the case may be, that Ancillary Lender.
(c) Any amendment or waiver that has the effect of changing or that relates to:
(i) subject to the terms of the Intercreditor Agreement, the nature or scope of the Charged Property (except insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is permitted or not prohibited under this Agreement or any other Finance Document);
(ii) the nature or scope of or release of any guarantee and indemnity granted under Clause 23 (Guarantee and Indemnity) or, subject to the terms of the Intercreditor Agreement, of any Transaction Security unless permitted or not prohibited under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is permitted or not prohibited under this Agreement or any other Finance Document or pursuant to the resignation of an Obligor in accordance with Clause 31.3 (Resignation of a Borrower) or Clause 31.5 (Resignation of a Guarantor); or
(iii) any provision which expressly requires the consent of the Super Majority Lenders (save for this Clause 41),
may only be made with the consent of the Super Majority Lenders , except in any such case amendments or waivers consequential on, incidental to or required to implement or reflect a Structural Change or an Additional Facility (where in each case no Lender consent shall be required).
(d). Any amendment or waiver that has the effect of changing or which relates to the definition of “Change of Control” in Clause 1.1 (Definitions) may only be made with
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the consent of a Lender or Lenders whose Commitments aggregate 80 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregate 80 per cent. or more of the Total Commitments immediately prior to that reduction).
(e) If a Lender does not accept or reject a request for consent within 10 Business Days (unless the Company and the Agent agree to a longer time period in relation to any request) of that request being made, its Commitment shall not be included for the purpose of calculating the Total Commitments or participations under the Facilities when ascertaining whether the requisite level of Total Commitments has been obtained to approve that request.
(f) A Structural Adjustment may be approved with the consent of:
(i) each Lender that is to assume an additional or increased commitment in the relevant tranche or facility or that is to extend a commitment or its availability or maturity or redenominate a commitment or to whom any amount is owing which is to be reduced, deferred or redenominated or that is to receive a reduced Margin, fee or commission or that is to lend to a replacement Borrower (as the case may be) (the “Participating Lender”); and
(ii) (A) the Super Majority Lenders (for which purpose the existing Commitments of each Participating Lender will be taken into account) in the case of a Structural Adjustment resulting in an increase of Financial Indebtedness in the form of Credit Facility Lender Liabilities (as defined in the Intercreditor Agreement) and (B) the Majority Lenders (for which purpose the existing Commitments of each Participating Lender will be taken into account) in all other cases.
(g) For the purposes of this Agreement, “Structural Adjustment” means an amendment, waiver or variation that results in or is intended to result from or has the effect of changing or which relates to:
(i) the introduction of an additional loan, commitment or facility or any tranche of the Facility, in each case, in any currency or currencies (including by way of subdivision of an existing tranche or the Initial Facility) under this Agreement which ranks pari passu with, or junior to, the Initial Facility other than in accordance with Clause 2.2 (Increase) or Clause 2.3 (Additional Facilities);
(ii) any increase in, or addition to or extension of any Commitment or Total Commitment of any Lender other than in accordance with Clause 2.2 (Increase) and Clause 2.3 (Additional Facilities);
(iii) any redenomination into another currency of any Commitment of any Lender;
(iv) any extension to the date of payment of any amount owing or payable to a Lender;
(v) any amendment or change in the currency of any payment of principal, interest, fees, commission or other amount owing or payable to a Lender; or
(vi) any change (including changes to, the taking of, or the release coupled with the retaking of, Security and/or guarantees and changes to and/or additional intercreditor arrangements), consequential on, incidental to or required to
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implement or effect or reflect any of the adjustments referred to in paragraphs (i) to (v) above (inclusive).
(vii) Subject to paragraphs (b) of Clause 41.3 (Exceptions), if a Screen Rate Replacement Event has occurred in relation to any Screen Rate for a currency which can be selected for a Loan, any amendment or waiver which relates to:
(A) providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate; and
(B)
(I) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(II) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(III) implementing market conventions applicable to that Replacement Benchmark;
(IV) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(V) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),
may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Company.
41.4 Replacement or repayment of Lender
(a) If at any time:
(i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below);
(ii) an Obligor becomes obliged to repay any amount in accordance with Clause 11.1 (Illegality) or to pay additional amounts pursuant to Clause 19.1 (Increased costs) or Clause 18.2 (Tax gross-up) or Clause 18.3 (Tax Indemnity) to any Lender in excess of amounts payable to the other Lenders generally; or
(iii) any Lender that invokes Clause 16.3 (Market disruption),
then the Company may, on 5 Business Days’ prior written notice to the Agent and such Lender, prepay or replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 29 (Changes to the Lenders) all (and not part
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only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Company, and which is acceptable to (in the case of any transfer of a Commitment) the Issuing Bank if one has been appointed (provided such approval by the Issuing Bank shall not be unreasonably withheld or delayed) and which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(b) The replacement or prepayment of a Lender pursuant to this Clause shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Trustee;
(ii) neither the Agent nor the Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) in the event of a replacement or prepayment of a Non-Consenting Lender such replacement must take place no later than 60 Business Days after the date the Non-Consenting Lender notifies the Company and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Company;
(iv) a member of the Group may only prepay a Non-Consenting Lender using the proceeds of (A) Additional Shareholder Funding or Subordinated Shareholder Funding or (B) any amounts available for a Restricted Payment (as defined in Schedule 15 (Restrictive Covenants)) pursuant to Clause 2.2 (Restricted Payments) of Schedule 15 (Restrictive Covenants); and
(v) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.
(c) In the event that:
(i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents;
(ii) the consent, waiver or amendment in question requires the approval of all the Lenders or Super Majority Lenders; and
(iii) the Majority Lenders have consented or agreed to such waiver or amendment,
then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender” on the earlier of (1) the date on which such Lender notifies the Agent or any member of the Group that it does not consent or agree to such amendment or waiver and (2) the date falling 10 Business Days after the date on which such consent, waiver or amendment was requested.
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41.5 Disenfranchisement of Defaulting Lenders
(a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments in relation to each Facility.
(b) For the purposes of this Clause 41.5, the Agent may assume that the following Lenders are Defaulting Lenders:
(i) any Lender which has notified the Agent that it has become a Defaulting Lender;
(ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred,
unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.
41.6 Replacement of a Defaulting Lender
(a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 5 Business Days’ prior written notice to the Agent and such Lender:
(i) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 29 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(ii) require such Lender to (and such Lender shall) transfer pursuant to Clause 29 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(iii) require such Lender to (and such Lender shall) transfer pursuant to Clause 29 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facilities,
to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Company, and which is acceptable to (in the case of any transfer of a Commitment) the Issuing Bank (if one has been appointed) acting reasonably, which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents (or such lesser amount as the transferor and transferee may agree).
(b) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause shall be subject to the following conditions:
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(i) the Company shall have no right to replace the Agent or Security Trustee;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 Business Days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
42. CONFIDENTIALITY
42.1 Confidential Information
Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 42.2 (Disclosure of Confidential Information) and Clause 42.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
42.2 Disclosure of Confidential Information
Any Finance Party may disclose:
(a) to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
(b) to any person:
(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Representatives and professional advisers;
(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Representatives and professional advisers;
(iii) appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 32.15 (Relationship with the Lenders));
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(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;
(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
(vi) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 29.8 (Security over Lenders’ rights);
(vii) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;
(viii) who is a Party; or
(ix) with the consent of the Company;
in each case, such Confidential Information as that Finance Party (acting in good faith) shall consider appropriate if:
(A) in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
(B) in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;
(C) in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party (acting reasonably), it is not practicable so to do in the circumstances;
(c) to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii)above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Company and the relevant Finance Party; and
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(d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.
42.3 Disclosure to numbering service providers
(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and/or one or more Obligors the following information:
(i) names of Obligors;
(ii) country of domicile of Obligors;
(iii) place of incorporation of Obligors;
(iv) date of this Agreement;
(v) Clause 45 (Governing law);
(vi) the names of the Agent and the Arranger;
(vii) date of each amendment and restatement of this Agreement;
(viii) amounts of, and names of, the Facility (and any tranches);
(ix) amount of Total Commitments;
(x) currencies of the Facilities;
(xi) type of Facility;
(xii) ranking of Facility;
(xiii) Termination Date for Facility;
(xiv) changes to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above; and
(xv) such other information agreed between such Finance Party and the Company, to enable such numbering service provider to provide its usual syndicated loan numbering identification services.
(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.
(c) Each Obligor represents that none of the information set out in paragraphs (i) to (xiii) of paragraph (a) above is, nor will at any time be, unpublished price sensitive information.
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(d) The Agent shall notify the Company and the other Finance Parties of:
(i) the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facilities and/or one or more Obligors; and
(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or one or more Obligors by such numbering service provider.
42.4 Entire agreement
This Clause 42 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.
42.5 Inside information
Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.
42.6 Notification of disclosure
Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Company:
(a) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 42.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 42.
42.7 Continuing obligations
The obligations in this Clause 42 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the earlier of:
(a) the date on which all amounts payable by the Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and
(b) the date on which such Finance Party otherwise ceases to be a Finance Party.
43. CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS
43.1 Confidentiality and disclosure
(a) The Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b) The Agent may disclose:
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(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 14.4 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or Base Reference Bank or Alternative Reference Bank, as the case may be.
(c) The Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this subparagraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iv) any person with the consent of the relevant Lender or Base Reference Bank or Alternative Reference Bank, as the case may be.
(d) The Agent’s obligations in this Clause 43.1 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 14.4 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
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43.2 Related obligations
(a) The Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Agent, any Reference Bank Quotation for any unlawful purpose.
(b) The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Base Reference Bank or Alternative Reference Bank, as the case may be:
(i) of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 43.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(ii) upon becoming aware that any information has been disclosed in breach of this Clause 43.2.
43.3 No Event of Default
No Event of Default will occur under Clause 28.3 (Other obligations) by reason only of a member of the Groups failure to comply with this Clause 43.
44. COUNTERPARTS
Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.
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SECTION 12
GOVERNING LAW AND ENFORCEMENT
45. GOVERNING LAW
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law provided that Schedule 15 (Restrictive Covenants) and Schedule 16 (Additional Events of Default) shall be interpreted in accordance with the laws of the State of New York without prejudice to the fact that the Agreement is governed by English law and that Schedule 15 (Restrictive Covenants) and Schedule 16 (Additional Events of Default) shall also be enforced in accordance with English law.
46. ENFORCEMENT
46.1 Jurisdiction of English courts
(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement) or any non-contractual obligation arising out of or in connection with this Agreement (a “Dispute”).
(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.
(c) This Clause 46.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.
46.2 Service of process
(a) Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):
(i) irrevocably appoints the Company as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document (and the Company, by its execution of this Agreement accepts that appointment); and
(ii) agrees that failure by an agent for service of process to notify the relevant Obligor of that process will invalidate the proceedings concerned.
(b) If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Company (on behalf of all the Obligors) shall promptly (and in any event within 10 Business Days of such event taking place) appoint another agent on terms acceptable to the Agent (acting reasonably). Failing this, the Agent (acting in good faith and in consultation with the Company) may appoint another agent for this purpose.
46.3 Contractual recognition of bail-in
Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
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(a) any Bail-In Action in relation to any such liability, including (without limitation):
(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
(iii) a cancellation of any such liability; and
(b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
47. USA PATRIOT ACT
Each Finance Party that is subject to the requirements of the USA PATRIOT Act hereby notifies each Obligor that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Obligors, which information includes the name and address of the Obligors and other information that will allow such Finance Party to identify the Obligors in accordance with the USA PATRIOT Act. Each Obligor agrees that it will provide each Finance Party with such information as it may request in order for such Finance Party to satisfy the requirements of the USA PATRIOT Act.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
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SCHEDULE 1
THE ORIGINAL PARTIES
Part 1
The Original Obligors
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Registration Number
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Name of Original Borrower
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Place of Incorporation
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(or equivalent, if any)
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MU Finance Limited (formerly known as MU Finance PLC)
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England & Wales
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07088267
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Registration Number
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Name of Original Guarantor
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Place of Incorporation
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(or equivalent, if any)
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Red Football Limited
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England & Wales
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05370076
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Manchester United Limited
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England & Wales
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02570509
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Red Football Junior Limited
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England & Wales
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05370078
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Manchester United Football Club Limited
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England & Wales
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00095489
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MU Finance Limited (formerly known as MU Finance PLC)
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England & Wales
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07088267
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Part 2
The Original Lenders
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Initial Facility
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Commitment (£) as of
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Treaty Passport Scheme
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the First Amendment
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reference number and
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and Restatement
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jurisdiction of tax residence (if
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Name of Original Lender
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Effective Date
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applicable)
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Bank of America Merrill Lynch
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60,000,000
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N/A
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International Designated Activity Company (formerly known as Bank of America Merrill Lynch International Limited)
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National Westminster Bank plc
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50,000,000
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N/A
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Deutsche Bank AG, London Branch
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15,000,000
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N/A
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Total
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125,000,000
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SCHEDULE 2
CONDITIONS PRECEDENT
Part 1
Conditions Precedent to Initial Utilisation
1. Original Obligors
(a) A copy of the constitutional documents of each Original Obligor.
(b) A copy of a resolution of the board of directors (or, if applicable, a committee of the board) of each Original Obligor:
(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party;
(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and
(iv) in the case of an Obligor other than the Company, authorising the Company to act as its agent in connection with the Finance Documents.
(c) If applicable, a copy of a resolution of the board of directors of the Original Obligor, establishing the committee referred to in paragraph (b) above.
(d) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents.
(e) A copy of a resolution signed by all the holders of the issued shares in each Original Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Original Guarantor is a party.
(f) A copy of a resolution of the board of directors of each corporate shareholder of each Original Guarantor approving the terms of the resolution referred to in paragraph (e) above.
(g) A certificate of an authorised signatory of the Company confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on any Original Obligor to be exceeded.
(h) A certificate of an authorised signatory of the Company and each Original Obligor certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.
2. Note Documents
(a) An executed copy of the Note Purchase Agreement (which will not have to be in form and substance satisfactory to the Agent or any of the Lenders).
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3. Finance Documents
(a) This Agreement executed by the Original Obligors.
(b) The Fee Letters, as set out in paragraph (a) of the definition thereof, executed by the Company.
(c) The amendment and restatement deed relating to the Intercreditor Agreement executed by the parties thereto and including the accessions to the Intercreditor Agreement referred to therein (the “ICA ARA”).
4. Transaction Security Documents
(a) An English law governed supplemental debenture executed by the Original Obligors party thereto.
(b) An English law governed supplemental mortgage executed by MUL.
(c) An English law governed supplemental mortgage executed by MUFC.
(d) An English law governed mortgage executed by MUL.
5. Legal opinions
A legal opinion of Allen & Overy LLP as to English law and addressed to the Agent, the Security Trustee and the Original Lenders.
6. Other documents and evidence
(a) The Funds Flow Statement.
(b) The Group Structure Chart.
(c) The Champions League Adjustment Spreadsheet.
(d) The Base Case Model.
(e) A copy of the Original Financial Statements.
(f) “Know your customer” information in respect of the Original Obligors provided such documentation or information is requested no later than five Business Days prior to the date of this Agreement.
(g) Evidence that the fees, costs and expenses (other than legal fees) then due from the Company pursuant to Clause 17 (Fees) and Clause 22 (Costs and Expenses) have been paid or will be paid by the Closing Date.
(h) A certificate of an authorised signatory of the Company dated the Closing Date confirming that the Notes in an aggregate principal amount of $425,000,000 (or its equivalent) have been issued on or prior to the Closing Date.
(i) Evidence that the outstanding Existing Notes have been satisfied and discharged in accordance with Article 12 (Satisfaction and Discharge) of the indenture relating to the Existing Notes (the “Existing Notes Indenture”), it being agreed that delivery of a copy of an officer’s certificate of the Issuer addressed to The Bank of New York Mellon (as trustee of the Existing Notes) pursuant to: (i) section 12.01 of the Existing Notes Indenture relating to the satisfaction and discharge of the Existing
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Notes and (ii) section 3.01 of the Existing Notes Indenture relating to the redemption of the Existing Notes, will be sufficient evidence for the purposes of this paragraph (i).
(j) Notice of prepayment and/or cancellation providing for the prepayment and/or cancellation of all outstanding amounts under the Existing Facility on or before the Closing Date executed by the Company.
(k) Evidence that the Terminating Hedging Agreements have been (or will be) terminated, or as the case may be, closed-out in whole on or before the Effective Date (as defined in the ICA ARA).
(l) A certificate of an authorised signatory of the Company dated the Closing Date confirming that the Total Commitments under, and as defined in, the BAML Facility Agreement have been prepaid and cancelled to an aggregate principal amount of $225,000,000 (or its equivalent) on or prior to the Closing Date.
(m) Evidence that the Termination Date (as defined in the BAML Facility Agreement) has been (or will be) amended on or before the Closing Date to a date falling at least three months after the Initial Termination Date.
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Part 2
Conditions Precedent required to be delivered by an Additional Obligor
1. An Accession Deed executed by the Additional Obligor and the Company.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a good standing certificate with respect to any Additional Obligor that is incorporated in the U.S., issued as of a recent date by the Secretary of State or other appropriate official of Additional Obligor’s jurisdiction of incorporation or organisation.
4. A copy of a resolution of the board or, if applicable, a committee of the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is a party;
(b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf;
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and
(d) authorising the Company to act as its agent in connection with the Finance Documents.
5. If applicable, a copy of a resolution of the board of directors of the Additional Obligor, establishing the committee referred to in paragraph 3 above.
6. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.
7. A copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.
8. A copy of a resolution of the board of directors of each corporate shareholder of each Additional Guarantor approving the terms of the resolution referred to in paragraph 6 above.
9. A certificate of an Authorised Signatory of the Additional Obligor confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.
10. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part 2 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed.
11. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.
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12. If available, the latest audited financial statements of the Additional Obligor.
13. The following legal opinions, each addressed to the Agent, the Security Trustee and the Lenders:
(a) A legal opinion of the legal advisers to the Agent in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed.
(b) If the Additional Obligor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 24.23 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Agent in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the “Applicable Jurisdiction”) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed.
14. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 46.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.
15. Subject to the Agreed Security Principles, any security documents which are required by the Agent to be executed by the proposed Additional Obligor.
16. Any notices or documents required to be given or executed under the terms of those security documents.
17. If the Additional Obligor is incorporated in England and Wales, Scotland or Northern Ireland evidence that the Additional Obligor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies Act 2006 in order to enable that Additional Obligor to enter into the Finance Documents and perform its obligations under the Finance Documents.
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SCHEDULE 3
REQUESTS AND NOTICES
Part 1
Utilisation Request Loans
From: [Borrower] [Company]*
To: [Agent]
Dated:
Dear Sirs
Red Football Limited — £125,000,000 Revolving Facilities Agreement
dated 22 May 2015 (as amended and/or restated from time to time) (the “Facilities Agreement”)
1. We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms:
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(a)
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Borrower:
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[·]
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(b)
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Proposed Utilisation Date:
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[·] (or, if that is not a Business Day, the next Business Day)
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(c)
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Facility to be utilised:
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[Initial Facility] / [Additional Facility]
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(d)
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Currency of Loan:
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[·]
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(e)
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Amount:
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[·] or, if less, the Available Facility
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(f)
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Interest Period:
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[·]
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3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.
4. [The proceeds of this Loan should be credited to [account]].
5. This Utilisation Request is irrevocable.
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Yours faithfully
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authorised signatory for
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[the Company on behalf of] [insert name of Borrower]*
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NOTES:
* Amend as appropriate. The Utilisation Request can be given by the Borrower or by the Company.
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Part 2
Utilisation Request - Letters of Credit
From: [Borrower] [Company]*
To: [Agent]
Dated:
Dear Sirs
Red Football Limited — £125,000,000 Revolving Facilities Agreement
dated 22 May 2015 (as amended and/or restated from time to time) (the “Facilities Agreement”)
1. We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to arrange for a Letter of Credit to be [issued]/[renewed] by the Issuing Bank specified below (which has agreed to do so) on the following terms:
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(a)
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Borrower:
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[·]
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(b)
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Issuing Bank:
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[·]
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(c)
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Proposed Utilisation Date:
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[·] (or, if that is not a Business Day, the next Business Day)
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(c)
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Facility to be utilised:
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[Initial Facility] / [Additional Facility]
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(d)
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Currency of Letter of Credit:
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[·]
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(e)
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Amount:
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[·] or, if less, the Available Facility:
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(f)
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Term:
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[·]
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3. We confirm that each condition specified in paragraph (b) (or, to the extent applicable, paragraph (c)) of Clause 6.5 (Issue of Letters of Credit) is satisfied on the date of this Utilisation Request.
4. We attach a copy of the proposed Letter of Credit.
5. This Utilisation Request is irrevocable.
6. Delivery instructions:
[Specify delivery instructions.]
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Yours faithfully,
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authorised signatory for
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[the Company on behalf of] [insert name of relevant Borrower]*
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NOTES:
* Amend as appropriate. The Utilisation Request can be given by the Borrower or by the Company.
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SCHEDULE 4
AGREED SECURITY PRINCIPLES
1. Security Principles
(a) The guarantees and Security to be provided will be given in accordance with the principles set out in this Schedule. This Schedule addresses the manner in which the principles will impact on the guarantees and Security proposed to be taken in relation to this transaction.
(b) The principles in this Schedule embody recognition by all parties that there may be certain legal and practical difficulties in obtaining guarantees and Security from members of the Group in their respective jurisdiction of incorporation. In particular:
(i) general statutory limitations, financial assistance, corporate benefit, fraudulent preference, fraudulent conveyance, “thin capitalisation” and “capital maintenance” rules, retention of title claims and similar principles may limit the ability of a member of the Group to provide a guarantee or Security or may require that the guarantee be limited by an amount or otherwise;
(ii) notwithstanding any term of any Finance Document, no obligation under this Agreement or under any Finance Document of a U.S. Obligor may be, directly or indirectly, (A) secured by any assets of a CFC (including any shares held directly or indirectly by a CFC); or (B) secured by a pledge in excess of 65% of the share capital (measured by the total combined voting power of the issued and outstanding voting shares) of a CFC. In no event shall any CFC Obligor grant or be permitted to grant Security over any assets of such CFC Obligor with respect to any obligation of a U.S. Obligor;
(iii) in the case of any joint venture or non-wholly owned subsidiary all guarantees and security will be limited to comply with restrictions in the joint venture, shareholders’ or other agreement or by law provided that the Company will use reasonable endeavours to avoid or overcome such restrictions;
(iv) the Security and extent of its perfection will be agreed taking into account whether, in the opinion of the Agent (acting reasonably), the cost to the Group of providing Security is disproportionate to the benefit accruing to the Lenders (including where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only);
(v) any assets subject to third party arrangements which are permitted or not prohibited by the Finance Documents and which prevent those assets from being charged will be excluded from any relevant Transaction Security provided that reasonable endeavours to obtain consent to charging any such assets shall be used by the relevant member of the Group if the relevant asset is material to the Group as a whole;
(vi) members of the Group will not be required to give guarantees or enter into Transaction Security Documents if it is not within the legal capacity of the relevant member of the Group or that would conflict with the fiduciary duties of their directors or contravene any legal prohibition or result in a risk of personal or criminal liability on the part of any officer provided that the
188
relevant member of the Group shall use reasonable endeavours to overcome any such obstacle;
(vii) perfection of Security, when required, and other required legal formalities will be completed as soon as practicable and, in any event, within the relevant time periods specified in the Finance Documents or, if earlier or to the extent no such time periods are specified in the Finance Documents, within the time periods specified by applicable law in order to ensure due perfection;
(viii) unless granted under a global Transaction Security Document governed by the law of the jurisdiction of incorporation of the applicable Obligor or under English law all Security (other than any Security granted over certain of its subsidiaries as agreed) shall be governed by the law of and secure assets located in the jurisdiction of incorporation of that Obligor;
(ix) only floating security will be granted over the hedging agreements entered into by members of the Group;
(x) the Security Trustee will hold one set of security for all Lenders unless local law requires separate ranking security for different classes of debt; and
(xi) no guarantee or security shall guarantee or secure any “Excluded Swap Obligations” defined in accordance with the LSTA Market Advisory Update dated February 15, 2013 entitled “Swap Regulations’ Implications for Loan Documentation”, and any update thereto by the LSTA.
For the avoidance of doubt, in these Agreed Security Principles, “cost” includes, but is not limited to, income tax cost, registration taxes payable on the creation or enforcement or for the continuance of any Security, stamp duties, out-of-pocket expenses, and other fees and expenses directly incurred by the relevant grantor of Security or any of its direct or indirect owners, subsidiaries or Affiliates.
2. Guarantors and Security
(a) To the extent possible, each guarantee will be an upstream, cross-stream and downstream guarantee and each guarantee and Security will be for all liabilities of the relevant chargor under the Finance Documents in accordance with, and subject to, the requirements of the principles set out in this Schedule in each relevant jurisdiction.
(b) To the extent possible, all security shall be given in favour of the Security Trustee and not the Finance Parties individually. “Parallel debt” provisions will be used where necessary. To the extent possible, there should be no action required to be taken in relation to the guarantees or security when any Lender transfers any of its participation in the Facilities to a new Lender.
(c) No guarantees or security shall be granted by an Excluded Subsidiary or Unrestricted Subsidiary.
(d) Security may only be granted over 65% of New Holdco’s share capital (measured by the total combined voting power of the issued and outstanding voting shares) and no security will be granted over the assets of New Holdco and/or any Subsidiary of New Holdco (including for the avoidance of doubt over any shares of a Subsidiary of New Holdco).
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3. Terms of Security Documents
The following principles will be reflected in the terms of any security taken as part of this transaction:
(a) the Security will be first ranking to the extent possible;
(b) Security will not be enforceable until an Acceleration Event occurs and is continuing;
(c) rights of set off (other than for netting purposes) will not be exercisable until an Event of Default occurs and is continuing;
(d) the provisions of each Transaction Security Document will not be unduly burdensome on the relevant Obligor or interfere unreasonably with the operation of its business, will be limited to those required by applicable local law to create or perfect security and will not impose commercial obligations;
(e) in the Transaction Security Documents there will be no repetition or extension of clauses set out in any Finance Document including those relating to notices, costs and expenses, indemnities, tax gross-up, distribution of proceeds and release of security; representations and undertakings shall be included in the Transaction Security Documents only to the extent relating to title to assets or required by local law in order to create or perfect the security expressed to be created thereby;
(f) security will, where possible and practical, automatically create security over future assets of the same type as those already secured;
(g) the Transaction Security Documents should not operate so as to prevent transactions which are permitted or not prohibited under the Finance Documents.
4. Bank Accounts
(a) Except as otherwise provided in the Debt Documents, each Obligor shall, prior to the occurrence of an Acceleration Event, be entitled to receive, withdraw or otherwise transfer any credit balance from time to time on any bank account over which security has been granted (other than any Assigned Account).
(b) No Obligor shall be entitled to receive, withdraw or otherwise transfer any credit balance from time to time on any Assigned Account except with the prior consent of the Security Trustee (acting reasonably) or as permitted or not prohibited pursuant to the terms of the Debt Documents.
(c) After the occurrence of an Acceleration Event, no Obligor shall be entitled to receive, withdraw or otherwise transfer any credit balance from time to time on any bank account over which security has been granted except with the prior consent of the Security Trustee (acting reasonably).
(d) If required by local law to perfect the security, notice of the security will be served on the account bank within 5 Business Days of the Security being granted and the Obligor shall use its reasonable endeavours to obtain an acknowledgement of that notice within 30 Business Days of service. If the Obligor has used its reasonable endeavours but has not been able to obtain acknowledgement its obligation to obtain acknowledgement shall cease on the expiry of that 30 Business Days provided, however, if within those 30 Business Days, the relevant account bank has agreed to provide such acknowledgement, but has not yet done so, the relevant Obligor must continue to use all reasonable endeavours to obtain such acknowledgment until such acknowledgment is provided or if the relevant account bank indicates it no longer
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agrees to provide the acknowledgement. This provision does not apply to Assigned Accounts in respect of which notice will be provided in accordance with the provisions of the Existing Debenture.
5. Fixed Assets
(a) Except as otherwise provided in the Debt Documents, if an Obligor grants security over its fixed assets it shall, prior to the occurrence of an Acceleration Event, be free to deal with those assets in the course of its business.
(b) Subject to any requirements under the Existing Security Documents, no notice whether to third parties or by attaching a notice to the fixed assets shall be prepared or given until an Acceleration Event occurs and is continuing.
6. Insurance
(a) Except as otherwise provided in the Debt Documents, if an Obligor grants security over its insurance policies it shall, prior to the occurrence of an Acceleration Event, be free to deal with those policies in the course of its business.
(b) If required by local law to perfect the security, notice of the security will be served on the insurance provider within 5 Business Days of the security being granted and the Obligor shall use its reasonable endeavours to obtain an acknowledgement of that notice within 30 Business Days of service. If the Obligor has used its reasonable endeavours but has not been able to obtain acknowledgement its obligation to obtain acknowledgement shall cease on the expiry of the specified 30 Business Day period provided, however, if within those 30 Business Days, the relevant insurance provider has agreed to provide such acknowledgement, but has not yet done so, the relevant Obligor must continue to use all reasonable endeavours to obtain such acknowledgment until such acknowledgment is provided or if the relevant insurance provider indicates it no longer agrees to provide the acknowledgement. This provision does not apply to an Insurance Policy (as that term is in the Existing Debenture) in respect of which notice will be provided in accordance with the provisions of the Existing Debenture.
7. Intellectual Property
Except as otherwise provided in the Debt Documents, if an Obligor grants security over its intellectual property it shall, prior to the occurrence of an Acceleration Event, be free to deal with those assets in the course of its business (including allowing its intellectual property to lapse if no longer material to its business).
8. Intercompany receivables
(a) Except as otherwise provided in the Debt Documents, if an Obligor grants security over its intercompany receivables it shall, prior to the occurrence of an Acceleration Event, be free to deal with those receivables in the course of its business.
(b) If required by local law to perfect the security, notice of the security will be served on the relevant lender within 5 Business Days of the security being granted and the Obligor shall obtain an acknowledgement of that notice within 30 Business Days of service. Irrespective of whether notice of the security is required for perfection if the service of notice would prevent the Obligor from dealing with an intercompany receivable in the course of its business no notice of security shall be served until an Acceleration Event occurs and is continuing. This provision does not apply to
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intercompany receivables charged under the Existing Debenture in respect of which notice will be provided in accordance with the provisions of the Existing Debenture.
9. Trade receivables
(a) Except as otherwise provided in the Debt Documents, if an Obligor grants security over its trade receivables it shall, prior to the occurrence of an Acceleration Event, be free to deal with those receivables in the course of its business.
(b) No notice of security may be served until an Acceleration Event occurs and is continuing.
10. Shares
(a) Fixed charges and/or pledges over shares in joint ventures, Unrestricted Subsidiaries or over minority interests shall not be required.
(b) The Transaction Security Document will be governed by the laws of the jurisdiction of incorporation of the entity whose shares are being secured and not by the law of the jurisdiction of incorporation of the Obligor granting the security.
(c) Until an Acceleration Event occurs and is continuing, the charging Obligor will be permitted to retain and to exercise the voting rights to any shares and the company whose shares have been charged will be permitted to pay dividends.
(d) Unless the restriction is required by law or regulation or such restriction is only applicable if certain conditions have not been met, the constitutional documents of the company whose shares have been charged will be amended to remove any restriction on the transfer or the registration of the transfer of the shares on the taking or enforcement of the security granted over them.
11. Excluded assets
For the avoidance of doubt, any assets excluded from the Transaction Security existing as of the date of this Agreement, including but not limited to, the Trafford Training Centre and Academy at Carrington, Manchester (title number GM785864), shall not be subject to any Transaction Security.
12. Release of Security
Unless required by local law the circumstances in which the security shall be released should not be dealt with in individual Transaction Security Documents but, if so required, shall, except to the extent required by local law, be the same as those set out in the Intercreditor Agreement.
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SCHEDULE 5
FORM OF TRANSFER CERTIFICATE
To: [·] as Agent and [·] as Security Trustee
From: [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)
Dated:
Red Football Limited — £125,000,000 Revolving Facilities Agreement
dated 22 May 2015 (as amended and/or restated from time to time) (the “Facilities Agreement”)
1. We refer to the Facilities Agreement and to the Intercreditor Agreement (as defined in the Facilities Agreement). This agreement (the “Agreement”) shall take effect as a Transfer Certificate for the purpose of the Facilities Agreement and as a Creditor/Creditor Representative Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.
2. We refer to Clause 29.5 (Procedure for transfer) of the Facilities Agreement:
(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 29.5 (Procedure for transfer) of the Facilities Agreement.
(b) The proposed Transfer Date is [·].
(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 37.2 (Addresses) of the Facilities Agreement are set out in the Schedule.
3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 29.4 (Limitation of responsibility of Existing Lenders) of the Facilities Agreement.
4. The New Lender confirms in respect of any advance by such Lender to a Borrower incorporated in the United Kingdom, for the benefit of the Agent and without liability to any Obligor, that it is:
(a) [a Qualifying Lender other than a UK Treaty Lender;]
(b) [a UK Treaty Lender;]
(c) [not a Qualifying Lender].*
5. The New Lender confirms that it [is]/[is not] an Investor Affiliate.
6. [The New Lender confirms in respect of an advance by such Lender to a Borrower incorporated in the United Kingdom that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:
* Delete as applicable - each New Lender is required to confirm which of these three categories it falls within in respect of any advance by such Lender to a Borrower incorporated in the United Kingdom.
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(a) a company resident in the United Kingdom for United Kingdom tax purposes;
(b) a partnership each member of which is:
(i) a company so resident in the United Kingdom; or
(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or
(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that Company.](1)
7. [The New Lender confirms in respect of an advance by such Lender to a Borrower incorporated in the United Kingdom that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [ ]) and is tax resident in [ ](2), so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax and requests that the Company notify:
(a) each Borrower which is a Party as a Borrower as at the Transfer Date; and
(b) each Additional Borrower which becomes an Additional Borrower after the Transfer Date,
that it wishes that scheme to apply to the Facilities Agreement.] (3)
[7./8.] The New Lender confirms that it [is]/[is not]** a Non-Acceptable L/C Lender.
[8./9.] [The New Lender confirms in respect of an advance by such Lender to a Borrower incorporated in the U.S. that it [is]/[is not] a US Qualifying Lender] (4).
[9./10.] We refer to clause [21.5] (Change of RCF Lender) of the Intercreditor Agreement.
In consideration of the New Lender being accepted as an RCF Lender for the purposes of the Intercreditor Agreement (and as defined therein), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Agreement as an RCF Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by an RCF Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.
[11./12.] This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
1 Include only if New Lender falls within paragraph (a)(ii) of the definition of Qualifying Lender in Clause 18.1 (Definitions).
2 Insert jurisdiction of tax residence.
3 Include if the New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Facilities Agreement.
** Delete as applicable.
4 Delete as applicable — Each New Lender is required to confirm which of these categories it falls within in respect of any advance by such Lender to a Borrower incorporated in the U.S..
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[12./13.] This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
[13./14.] This Agreement has been entered into on the date stated at the beginning of this Agreement.
Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.
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THE SCHEDULE
Commitment/rights and obligations to be transferred
[insert relevant details]
[Facility Office address, fax number and attention details for notices and account details for payments]
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[Existing Lender]
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[New Lender]
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By:
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By:
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This Agreement is accepted as a Transfer Certificate for the purposes of the Facilities Agreement by the Agent, and as a Creditor/Creditor Representative Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Trustee, and the Transfer Date is confirmed as [·].
[Agent]
By:
[Security Trustee]
By:
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SCHEDULE 6
FORM OF ASSIGNMENT AGREEMENT
To: [·] as Agent, [·] as Security Trustee and [·] as Company for and on behalf of each Obligor
From: [the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”) Dated:
Red Football Limited — £125,000,000 Revolving Facilities Agreement
dated 22 May 2015 (as amended and/or restated from time to time) (the “Facilities Agreement”)
1. We refer to the Facilities Agreement and to the Intercreditor Agreement (as defined in the Facilities Agreement). This is an Assignment Agreement. This agreement (the “Agreement”) shall take effect as an Assignment Agreement for the purpose of the Facilities Agreement and as a Creditor/Creditor Representative Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.
2. We refer to Clause 29.6 (Procedure for assignment) of the Facilities Agreement:
(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facilities Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender’s Commitments and participations in Utilisations under the Facilities Agreement as specified in the Schedule.
(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitments and participations in Utilisations under the Facilities Agreement specified in the Schedule.
(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.
3. The proposed Transfer Date is [·].
4. On the Transfer Date the New Lender becomes:
(a) party to the relevant Finance Documents (other than the Intercreditor Agreement) as a Lender; and
(b) party to the Intercreditor Agreement as an RCF Lender.
5. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 37.2 (Addresses) of the Facilities Agreement are set out in the Schedule.
6. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 29.4 (Limitation of responsibility of Existing Lenders) of the Facilities Agreement.
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7. The New Lender confirms in respect of an advance by such Lender to a Borrower incorporated in the United Kingdom, for the benefit of the Agent and without liability to any Obligor, that it is:
(a) [a Qualifying Lender (other than a UK Treaty Lender);]
(b) [a UK Treaty Lender;]
(c) [not a Qualifying Lender]. *
8. [The New Lender confirms in respect of an advance by such Lender to a Borrower incorporated in the United Kingdom that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:
(a) a company resident in the United Kingdom for United Kingdom tax purposes;
(b) a partnership each member of which is:
(i) a company so resident in the United Kingdom; or
(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or
(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.] (5)
9. [The New Lender confirms in respect of an advance by such Lender to a Borrower incorporated in the United Kingdom that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [ ]) and is tax resident in [ ](6), so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax and requests that the Company notify:
(a) each Borrower which is a Party as a Borrower as at the Transfer Date; and
(b) each Additional Borrower which becomes an Additional Borrower after the Transfer Date,
that it wishes that scheme to apply to the Facilities Agreement.] (7)
[9./10.] The New Lender confirms that it [is]/[is not]* an Investor Affiliate.
* Delete as applicable - each New Lender is required to confirm which of these three categories it falls within in respect of any advance by such Lender to a Borrower incorporated in the United Kingdom.
5 Include only if New Lender falls within paragraph (a)(ii) of the definition of Qualifying Lender in Clause 18.1 (Definitions).
6 Insert jurisdiction of tax residence.
7 Include if the New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Facilities Agreement.
* Delete as applicable.
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[10./11.] The New Lender confirms that it [is]/[is not]** a Non-Acceptable L/C Lender.
[11./12.] [The New Lender confirms in respect of an advance by such Lender to a Borrower incorporated in the U.S. that it [is]/[is not] a US Qualifying Lender] (8).
[12./13.] We refer to clause [19.5] (Change of RCF Lender) of the Intercreditor Agreement.
In consideration of the New Lender being accepted as an RCF Lender for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Agreement as an RCF Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by an RCF Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.
[13./14.] This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 29.7 (Copy of Transfer Certificate, Assignment Agreement, Increase Confirmation, Additional Facility Lender Accession Notice, Affiliate Ancillary Lender Notice or Substitute Affiliate Lender Designation Notice to the Company), to the Company (on behalf of each Obligor) of the assignment referred to in this Agreement.
[14./15.] This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
[15./16.] This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
[16./17.] This Agreement has been entered into on the date stated at the beginning of this Agreement.
Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.
** Delete as applicable.
8 Delete as applicable — Each New Lender is required to confirm which of these categories it falls within in respect of any advance by such Lender to a Borrower incorporated in the U.S..
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THE SCHEDULE
Commitment/rights and obligations to be transferred by assignment, release and accession
[insert relevant details]
[Facility office address, fax number and attention details for notices and account details for payments]
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[Existing Lender]
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[New Lender]
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By:
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By:
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This Agreement is accepted as an Assignment Agreement for the purposes of the Facilities Agreement by the Agent, and as a Creditor/Creditor Representative Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Trustee, and the Transfer Date is confirmed as [·].
Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to in this Agreement, which notice the Agent receives on behalf of each Finance Party.
[Agent]
By:
[Security Trustee]
By:
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SCHEDULE 7
FORM OF ACCESSION DEED
To: [ ] as Agent and [ ] as Security Trustee for itself and each of the other parties to the Intercreditor Agreement referred to below
From: [Restricted Subsidiary] and [Company]
Dated:
Dear Sirs
Red Football Limited — £125,000,000 Revolving Facilities Agreement
dated 22 May 2015 (as amended and/or restated from time to time) (the “Facilities Agreement”)
1. We refer to the Facilities Agreement and to the Intercreditor Agreement. This deed (the “Accession Deed”) shall take effect as an Accession Deed for the purposes of the Facilities Agreement and as a Debtor Accession Deed for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facilities Agreement have the same meaning in paragraphs 1 to 3 of this Accession Deed unless given a different meaning in this Accession Deed.
2. [Restricted Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the terms of the Facilities Agreement and the other Finance Documents (other than the Intercreditor Agreement) as an Additional [Borrower]/[Guarantor] pursuant to clause [31.2 (Additional Borrowers)]/[clause 31.4 (Additional Guarantors)] of the Facilities Agreement. [Restricted Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction] and is a limited liability company and registered number [ ].
3. [Restricted Subsidiary’s] administrative details for the purposes of the Facilities Agreement and the Intercreditor Agreement are as follows:
Address:
Fax No.:
Attention:
4. [Restricted Subsidiary] (for the purposes of this paragraph 4, the “Acceding Debtor”) intends to [incur Liabilities under the following documents]/[give a guarantee, indemnity or other assurance against loss in respect of Liabilities under the following documents]:
[Insert details (date, parties and description) of relevant documents]
the “Relevant Documents”.
IT IS AGREED as follows:
(a) Terms defined in the Intercreditor Agreement shall, unless otherwise defined in this Accession Deed, bear the same meaning when used in this paragraph 4.
(b) The Acceding Debtor and the Security Trustee agree that the Security Trustee shall hold:
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(i) [any Security in respect of Liabilities created or expressed to be created pursuant to the Relevant Documents;
(ii) all proceeds of that Security; and]
(iii) all obligations expressed to be undertaken by the Acceding Debtor to pay amounts in respect of the Liabilities to the Security Trustee as trustee for the Secured Parties (in the Relevant Documents or otherwise) and secured by the Transaction Security together with all representations and warranties expressed to be given by the Acceding Debtor (in the Relevant Documents or otherwise) in favour of the Security Trustee as trustee for the Secured Parties,
on trust for the Secured Parties on the terms and conditions contained in the Intercreditor Agreement.
(c) The Acceding Debtor confirms that it intends to be party to the Intercreditor Agreement as a Debtor, undertakes to perform all the obligations expressed to be assumed by a Debtor under the Intercreditor Agreement and agrees that it shall be bound by all the provisions of the Intercreditor Agreement as if it had been an original party to the Intercreditor Agreement.
(d) [In consideration of the Acceding Debtor being accepted as an Intra-Group Lender for the purposes of the Intercreditor Agreement, the Acceding Debtor also confirms that it intends to be party to the Intercreditor Agreement as an Intra-Group Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by an Intra-Group Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement].
[4]/[5] This Accession Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.
THIS ACCESSION DEED has been signed on behalf of the Security Trustee (for the purposes of paragraph 4 above only), signed on behalf of the Company and executed as a deed by [Restricted Subsidiary] and is delivered on the date stated above.
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[Restricted Subsidiary]
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[EXECUTED AS A DEED )
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By: [Subsidiary] )
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Director
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Director/Secretary
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OR
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[EXECUTED AS A DEED
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By: [Subsidiary]
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Signature of Director
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Name of Director
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in the presence of
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Signature of witness
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Name of witness
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Address of witness
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Occupation of witness]
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The Company
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[Company]
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The Security Trustee
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[Full Name of Current Security Trustee]
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Date:
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SCHEDULE 8
FORM OF RESIGNATION LETTER
To: [·] as Agent
From: [resigning Obligor] and [Company]
Dated:
Dear Sirs
Red Football Limited — £125,000,000 Revolving Facilities Agreement
dated 22 May 2015 (as amended and/or restated from time to time) (the “Facilities Agreement”)
1. We refer to the Facilities Agreement. This is a Resignation Letter. Terms defined in the Facilities Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.
2. Pursuant to [clause 31.3 (Resignation of a Borrower)]/[clause 31.5 (Resignation of a Guarantor)], we request that [resigning Obligor] be released from its obligations as a [Borrower]/[Guarantor] under the Facilities Agreement and the Finance Documents (other than the Intercreditor Agreement).
3. We confirm that:
(a) no Event of Default is continuing or would result from the acceptance of this request; and
(b) [this request is given in relation to a Third Party Disposal of [resigning Obligor];]*
(c) [·]***
4. This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.
5. The Company agrees to indemnify the Finance Parties and any Receivers or Delegates for any costs, expenses, or liabilities which would have been payable by [resigning Obligor] in connection with the Finance Documents but for the release set out in paragraph 1 above.
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[Company]
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[resigning Obligor]
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By:
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By:
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NOTES:
* Insert where resignation as a result of a Third Party Disposal.
** Insert where resignation as a result of a Third Party Disposal. Amend as appropriate, e.g. to reflect agreed procedure for payment of proceeds into a specified account.
*** Insert any other conditions required by the Facilities Agreement.
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SCHEDULE 9
FORM OF COMPLIANCE CERTIFICATE
To: [·] as Agent
From: [Company]
Dated:
Dear Sirs
Red Football Limited — £125,000,000 Revolving Facilities Agreement
dated 22 May 2015 (as amended and/or restated from time to time) (the “Facilities Agreement”)
1. We refer to the Facilities Agreement. This is a Compliance Certificate. Terms defined in the Facilities Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.
2. We confirm that Consolidated EBITDA for the most recently completed Relevant Period was [·] and we set out in the Schedule (Calculation of Consolidated EBITDA and Total Net Leverage Ratio) hereto detail of the calculation of this amount.
3. [We confirm that no Default is continuing. (1)]
4. [We confirm by reference to the latest Annual Financial Statements delivered under the terms of the Facilities Agreement that [the Guarantor Coverage Test [is satisfied]/[will be satisfied by the following members of the Group acceding as Additional Guarantors in accordance with Clause 27.13 (Guarantors):
5. [·].]**
6. We confirm that the Total Net Leverage Ratio for the most recently completed Relevant Period was [·] and therefore Margin in relation to the [Initial]/[Additional]*** Facility should be [·] per cent. per annum. We set out in the Schedule (Calculation of Consolidated EBITDA and Total Net Leverage Ratio) hereto detail of the calculation of this amount.
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Signed
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Director
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Director
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of
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of
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[Company]
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[Company]
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[insert applicable certification language]
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for and on behalf of
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[name of auditors of the Company]
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(1). If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.
206
NOTES:
** Only for Compliance Certificate delivered with the Annual Financial Statements.
*** Revise as appropriate.
207
THE SCHEDULE
CALCULATION OF CONSOLIDATED EBITDA AND TOTAL NET LEVERAGE RATIO
1. Calculation of Consolidated EBITDA
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Relevant line item
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Amount (£)
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The consolidated profits of the Group from ordinary activities before taxation in respect of that Relevant Period
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[·]
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Including any amount attributable to the amortisation or impairment of intangible assets or the depreciation or impairment of tangible assets
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[·]
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Including any Consolidated Net Finance Charges
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[·]
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Including any one-off expenses or charges incurred in connection with the incurrence or issuance of (i) any Financial Indebtedness under or which is permitted by the Finance Documents or (ii) any other equity issuance which is permitted by the Finance Documents
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[·]
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Including any items treated as exceptional or extraordinary items
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[·]
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Including any accrued interest received by or owing to any member of the Group
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[·]
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Including any realised and unrealised exchange gains and losses including those arising on translation of currency debt
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[·]
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Including any gain or loss arising from an upward or downward revaluation of any asset or arising from the acquisition or disposal of player registrations
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[·]
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Deducting any profit of any member of the Group which is attributable to minority interests
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[·]
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Deducting any profit of any investment or entity (which is not itself a member of the Group) in which any member of the Group has an ownership interest to the extent that the amount of such profit included in the financial statements of the Group exceeds the amount (net of applicable withholding tax) received in cash by members of the Group through distributions by such investment or entity
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[·]
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After excluding the amount of any profit or loss which is attributable to any Material Disposal made in the Relevant Period
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After deducting to the extent not already taken into account, all rent and other property costs of a revenue nature
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[·]
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Consolidated EBITDA
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[·]
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208
2. Calculation of Total Net Leverage Ratio
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Relevant line item
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Amount (£)
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The aggregate amount of all obligations of the Group for or in respect of the principal amount of Borrowings
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[·]
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Excluding obligations to any other member of the Group
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[·]
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Excluding Subordinated Shareholder Funding and Additional Shareholder Funding
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[·]
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Including in the case of finance leases, only the capitalised value thereof
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[·]
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Deducting aggregate amount of Cash and Cash Equivalent Investments held by any member of the Group at that time
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[·]
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Consolidated EBITDA
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[·]
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Total Net Leverage Ratio
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[·]: 1.00
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209
SCHEDULE 10
TIMETABLES
Part 1
Loans
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Utilisation on
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the Closing
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Loans in
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Loans in
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Loans in other
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Date
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sterling
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euro
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currencies
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Agent notifies the Company if a currency is approved as an Optional Currency in accordance with Clause 4.3(a) (Conditions relating to Optional Currencies)
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—
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—
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—
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U-4
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Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))
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U-1
11.00am
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U-1
11.00am
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U-3
11.00am
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U-3
11.00am
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Agent determines (in relation to a Utilisation) the Base Currency Amount of the Loan, if required under Clause 5.4 (Lenders’ participation) and notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)
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U-1
2.00pm
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U-1
2.00pm
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U-3
2.00pm
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U-3
2.00pm
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Agent receives a notification from a Lender under Clause 8.2 (Unavailability of a currency)
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—
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—
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QuotationDay
9.30am
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Quotation Day
9.30am
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Agent gives notice in accordance with Clause 8.2 (Unavailability of a currency)
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—
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—
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Quotation Day
noon
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Quotation Day
noon
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LIBOR or EURIBOR is fixed
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Quotation Day as of 11.00am
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Quotation Day as of 11.00am
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Quotation Day as of 11.00am in respect of LIBOR and as of 11.00am (Brussels time) in respect of EURIBOR
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Quotation Day as of 11.00am
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Base Reference Bank Rate calculated by reference available quotations in
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Quotation Day as of 11.00am
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Quotation Day as of 11.00am
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Quotation Day as of 11.00am
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Quotation Day as of 11.00am
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accordance with Clause 16.2 (Calculation of Base Reference Bank Rate and Alternative Reference Bank Rate)
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in respect of LIBOR and as of 11.00am (Brussels time) in respect of EURIBOR
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Alternative Reference Bank Rate calculated by reference to available quotations in accordance with Clause 16.2 (Calculation of Base Reference Bank Rate and Alternative Reference Bank Rate)
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Quotation Day as of 11.00am
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Close of business in London on the date falling one Business Day after the Quotation Day
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Close of business in London on the date falling one Business Day after the Quotation Day
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Close of business in London on the date falling one Business Day after the Quotation Day
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“U” = date of Utilisation
“U - X” = X Business Days prior to date of Utilization
211
Part 2
Letters of Credit
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Letters of Credit
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Delivery of a duly completed Utilisation Request (Clause 6.2 (Delivery of a Utilisation Request for Letters of Credit))
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U-3 9.30am
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Agent determines (in relation to a Utilisation) the Base Currency Amount of the Letter of Credit if required under paragraph (d) of Clause 6.5 (Issue of Letter of Credit) and notifies the Issuing Bank and Lenders of the Letter of Credit in accordance with paragraph (d) of Clause 6.5 (Issue of Letter of Credit).
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U-1 noon
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Delivery of duly completed Renewal Request (Clause 6.6 (Renewal of a Letter of Credit))
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U-3 9.30am
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“U” = date of utilisation, or, if applicable, in the case of a Letter of Credit to be renewed in accordance with Clause 6.6(c) (Renewal of a Letter of Credit), the first day of the proposed term of the renewed Letter of Credit
“U-X” = Business Days prior to date of utilisation
212
SCHEDULE 11
FORM OF LETTER OF CREDIT
To: [Beneficiary](the “Beneficiary”)
Date
Irrevocable Standby Letter of Credit no. [·]
At the request of [·], [Issuing Bank] (the “Issuing Bank”) issues this irrevocable standby Letter of Credit (“Letter of Credit”) in your favour on the following terms and conditions:
1. Definitions
In this Letter of Credit:
“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in [London].*
“Demand” means a demand for a payment under this Letter of Credit in the form of the schedule to this Letter of Credit.
“Expiry Date” means [·].
“Total L/C Amount” means [·].
2. Issuing Bank’s agreement
(a) The Beneficiary may request a drawing or drawings under this Letter of Credit by giving to the Issuing Bank a duly completed Demand. A Demand must be received by the Issuing Bank by no later than [·] p.m. ([London] time) on the Expiry Date.
(b) Subject to the terms of this Letter of Credit, the Issuing Bank unconditionally and irrevocably undertakes to the Beneficiary that, within 5 Business Days of receipt by it of a Demand, it must pay to the Beneficiary the amount demanded in that Demand.
(c) The Issuing Bank will not be obliged to make a payment under this Letter of Credit if as a result the aggregate of all payments made by it under this Letter of Credit would exceed the Total L/C Amount.
3. Expiry
(a) The Issuing Bank will be released from its obligations under this Letter of Credit on the date (if any) notified by the Beneficiary to the Issuing Bank as the date upon which the obligations of the Issuing Bank under this Letter of Credit are released.
(b) Unless previously released under paragraph (a) above, on [·] p.m.([London] time) on the Expiry Date the obligations of the Issuing Bank under this Letter of Credit will cease with no further liability on the part of the Issuing Bank except for any Demand validly presented under the Letter of Credit that remains unpaid.
(c) When the Issuing Bank is no longer under any further obligations under this Letter of Credit, the Beneficiary must return the original of this Letter of Credit to the Issuing Bank.
213
4. Payments
All payments under this Letter of Credit shall be made in [·] and for value on the due date to the account of the Beneficiary specified in the Demand.
5. Delivery of Demand
Each Demand shall be in writing, and, unless otherwise stated, may be made by letter, fax or telex and must be received in legible form by the Issuing Bank at its address and by the particular department or office (if any) as follows:
[•]
6. Assignment
The Beneficiary’s rights under this Letter of Credit may not be assigned or transferred.
7. ISP
Except to the extent it is inconsistent with the express terms of this Letter of Credit, this Letter of Credit is subject to the International Standby Practices (ISP 98), International Chamber of Commerce Publication No. 590.
8. Governing Law
This Letter of Credit [and any non-contractual obligations arising out of or in connection with it][is/are] governed by English law.
9. Jurisdiction
The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Letter of Credit (including a dispute relating to any non-contractual obligation arising out of or in connection with this Letter of Credit).
Yours faithfully
[Issuing Bank]
By:
NOTES:
* This may need to be amended depending on the currency of payment under the Letter of Credit.
214
THE SCHEDULE
FORM OF DEMAND
To: [Issuing Bank]
[Date]
Dear Sirs
Standby Letter of Credit no. [·] issued in favour of [Beneficiary] (the “Letter of Credit”)
We refer to the Letter of Credit. Terms defined in the Letter of Credit have the same meaning when used in this Demand.
1. We certify that the sum of [·] is due [and has remained unpaid for at least [·] Business Days] [under [set out underlying contract or agreement]]. We therefore demand payment of the sum of [·].
2. Payment should be made to the following account:
Name:
Account Number:
Bank:
3. The date of this Demand is not later than the Expiry Date.
Yours faithfully
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(Authorised Signatory)
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(Authorised Signatory)
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For
[Beneficiary]
215
SCHEDULE 12
MATERIAL COMPANIES
Red Football Limited
Red Football Junior Limited
Manchester United Limited
Manchester United Football Club Limited
MU Finance Limited
216
SCHEDULE 13
FORMS OF NOTIFIABLE DEBT PURCHASE TRANSACTION NOTICE
Part 1
Form of Notice on entering into Notifiable Debt Purchase Transaction
To: [ ] as Agent
From: [The Lender]
Dated:
Red Football Limited — £125,000,000 Revolving Facilities Agreement
dated 22 May 2015 (as amended and/or restated from time to time) (the “Facilities Agreement”)
1. We refer to paragraph (b) of Clause 30.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates) of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this notice unless given a different meaning in this notice.
2. We have entered into a Notifiable Debt Purchase Transaction.
3. The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment(s) as set out below.
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Commitment
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Amount of our Commitment to which Notifiable Debt Purchase Transaction relates (Base Currency)
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[insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]
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[Lender]
By:
217
Part 2
Form of Notice on Termination of Notifiable Debt Purchase Transaction / Notifiable Debt
Purchase Transaction ceasing to be with Investor Affiliate
To: [ ] as Agent
From: [The Lender]
Dated:
Red Football Limited — £125,000,000 Revolving Facilities Agreement
dated 22 May 2015 (as amended and/or restated from time to time) (the “Facilities Agreement”)
1. We refer to paragraph (c) of Clause 30.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates) of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this notice unless given a different meaning in this notice.
2. A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a notice dated [·] has [terminated]/[ceased to be with an Investor Affiliate].*
3. The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment(s) as set out below.
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Commitment
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Amount of our Commitment to which Notifiable Debt Purchase Transaction relates (Base Currency)
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[insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]
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[Lender]
By:
* Delete as applicable
218
SCHEDULE 14
TABLE OF VALUES FOR X
1. The value of X in any Financial Year will be the amount determined using the Champions League Adjustment Spreadsheet and set out in the row labelled “EBITDA” in the column corresponding to that Financial Year after the following adjustments (the “Adjustments”) have been made in the electronic version of the spreadsheet (and, for the avoidance of doubt, with no other adjustments):
(a) the figure in the Total Match Day income row of the spreadsheet for a Financial Year (the “Relevant Year”) will be determined by: (i) adjusting the revenue in the line item entitled “European Cups” in the Annual Financial Statements for the most recent Financial Year in which the first team of MUFC participated in the Champions League (the “Previous Year”) to reflect any increase or decrease in ticket prices announced prior to the start of the Relevant Year that would be applicable in the Relevant Year; (ii) aggregating the amount described in paragraph (i) above with the revenue (increased or decreased for the then prevailing rate (RPI) of inflation or deflation) in the line items entitled “Hospitality — Match Day” and “Catering (match day)” (minus any intra-Group items) in the Annual Financial Statements for the Previous Year; (iii) dividing the sum of the amount described in paragraph (ii) by the number of Champions League matches played at the Stadium in the Previous Year; and (iv) multiplying the product of paragraph (iii) by four;
(b) any increase or decrease in the Sterling Equivalent (as defined in Schedule 15 (Restrictive Covenants)) of media and sponsorship revenues that would have been received by the Group from UEFA in respect of the Champions League (or, in each case, any replacement body or competition) had the first team of MUFC finished third in the Premier League (or any replacement competition) and qualified for the first knock-out stage of the Champions League will be taken into account in calculating the figure in the row labelled “European TV & Radio” in the column corresponding to that Financial Year; and
(c) any increase or decrease in the portion of revenue from the Specified Contracts described in paragraphs (a) and (b) of the definition thereof (as applicable) (or any replacement contract) that is dependent on the first team of MUFC qualifying for the Champions League in a Financial Year will be taken into account in calculating the figure in the row labelled “Nike” (in relation to the Nike Agreement) and the row labelled “Adidas” (in relation to the adidas Agreement) in the column corresponding to that Financial Year.
2. The add back in respect of each Financial Year shall be applied according to the following quarterly schedule:
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Financial Quarter Ending
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Percentage Application
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September
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20.0
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%
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December
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45.0
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%
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March
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35.0
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%
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June
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0.0
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%
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219
SCHEDULE 15
RESTRICTIVE COVENANTS
Defined terms used in this Schedule shall have the meanings given to them in this Schedule 15 unless the context requires otherwise. The provisions of this Schedule 15 are to be interpreted in accordance with the laws of the State of New York (without prejudice to the fact that this Agreement is governed by English law).
1. Asset Sales
1.1 The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless:
(a) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and
(b) at least 75 per cent. of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:
(i) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any of its Restricted Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Facilities and any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases the Company or such Restricted Subsidiary from or indemnifies against further liability;
(ii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 90 days following the closing of the Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion;
(iii) Indebtedness of any Restricted Subsidiary of the Company or preferred stock of an Obligor other than the Company, in each case that is no longer a Restricted Subsidiary of the Company as a result of such Asset Sale, to the extent that the Company and its Restricted Subsidiaries following such Asset Sale are released from any guarantee of such Indebtedness or preferred stock in connection with such Asset Sale;
(iv) consideration consisting of Indebtedness of the Company or any of its Restricted Subsidiaries or preferred stock of an Obligor other than the Company which is either repaid in full or cancelled in connection with such Asset Sale; and
(v) any Capital Stock or assets of the kind referred to in paragraphs (b) or (d) of Clause 1.2 below,
provided that, in no event will the Company or any of its Restricted Subsidiaries sell, lease, convey or otherwise dispose of all or part of the Specified Asset other than to an Obligor.
220
1.2 Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:
(a) to repay, repurchase, prepay or redeem (i) Indebtedness under the Facilities and correspondingly reduce commitments with respect thereto, (ii) Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor to the extent that such Indebtedness is not subordinated in right of payment to the Facilities and any guarantee thereof, (iii) the Notes pursuant to an offer to all holders of Notes at a purchase price equal to 100 per cent. of the principal amount, plus accrued and unpaid interest and Make-Whole Amount, if any, to the date of purchase (a “Notes Offer”) or (iv) obligations under any pari passu Indebtedness (other than the Notes) that is secured by a Lien on the Collateral that ranks equal to the Lien on the Collateral securing the Facilities and any guarantee thereof and that is not subordinated in right of payment to the Facility hereunder or under any other Finance Document, and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto, concurrently with an Excess Proceeds Prepayment Offer;
(b) to acquire (or enter into a binding agreement to acquire, provided that such commitment will be subject only to customary conditions (other than financing) and such acquisition will be consummated within 180 days after the end of such 360 day period) all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company;
(c) to make a capital expenditure; or
(d) to acquire (or enter into a binding agreement to acquire, provided that such commitment will be subject only to customary conditions (other than financing) and such acquisition will be consummated within 180 days after the end of such 360 day period) other assets (other than Capital Stock) that are not classified as current assets under IFRS and that are used or useful in a Permitted Business,
provided, however, that pending the final application of any Net Proceeds, the Company (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Finance Documents.
1.3 Any Net Proceeds from Asset Sales that are not applied or invested as provided in Clause 1.2 will constitute “Excess Proceeds”.
1.4 When the aggregate amount of Excess Proceeds exceeds £15,000,000, within five Business Days thereof, the Company will make an offer (an “Excess Proceeds Prepayment Offer”) to the Lenders and may make an offer to all holders of the Notes or other Indebtedness that is pari passu with the Facilities and any guarantee thereof containing provisions similar to those set forth in this Agreement with respect to offers to purchase, prepay, cancel or redeem with the proceeds of sales of assets in accordance with this Clause 1 (Asset Sales) to purchase, prepay, redeem or cancel the maximum principal amount of and correspondingly reduce commitments with respect thereto or cancel the Facilities, the Notes and such other pari passu Indebtedness (plus accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid, redeemed or cancelled out of the Excess Proceeds. The offer price in any Excess Proceeds Prepayment Offer will be equal to 100 per cent. of the principal amount to be prepaid, plus accrued and unpaid interest and Additional Amounts, if any, to the date of prepayment or cancellation. If any Excess Proceeds remain after consummation of an Excess Proceeds Prepayment Offer, the Company and its Restricted Subsidiaries may use those
221
Excess Proceeds for any purpose not otherwise prohibited by this Agreement. If the aggregate principal amount of the Facilities, the Notes and any other Indebtedness that is pari passu with the Facilities and any guarantee thereof tendered into (or required to be prepaid, redeemed or cancelled in connection with) such Excess Proceeds Prepayment Offer exceeds the amount of Excess Proceeds, or if the aggregate principal amount of the Facilities exceeds the amount of Net Proceeds to be so applied, such Net Proceeds shall be allocated to prepay the Facilities, such Notes and such other Indebtedness that is pari passu with the Facilities and any guarantee thereof to be prepaid on a pro rata basis based on the amounts tendered or required to be prepaid, redeemed or cancelled. For the purposes of calculating the principal amount of any such Indebtedness not denominated in U.S. Dollars, such Indebtedness shall be calculated by converting any such principal amounts into their U.S. Dollar Equivalent determined as of the Business Day immediately prior to the date on which the Excess Proceeds Prepayment Offer is announced. Upon completion of each Excess Proceeds Prepayment Offer, the amount of Excess Proceeds will be reset at zero.
2. Restricted Payments
2.1 The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:
(a) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or any of its Restricted Subsidiaries);
(b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent entity of the Company;
(c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Obligor that is contractually subordinated to the Facilities and any guarantee thereof (excluding (i) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries or (ii) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of any Indebtedness of the Company or any Obligor that is contractually subordinated to the Facilities or the guarantee thereof purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement);
(d) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Shareholder Funding; or
(e) make any Restricted Investments,
(all such payments and other actions set forth in the foregoing paragraphs (a) through (e) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:
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(i) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;
(ii) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least £1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in paragraph (a) of Clause 3.1 (Incurrence of Indebtedness and Issuance of Preferred Stock) below; and
(iii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the Closing Date (excluding Restricted Payments permitted by paragraphs (b), (c), (e), (f), (g), (h), (i), (j), (k), (m) and (n) of Clause 2.2 (Restricted Payments)) is less than the sum, without duplication, of:
(A) 50 per cent. of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after June 30, 2015 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100 per cent. of such deficit); plus
(B) 100 per cent. of the aggregate net cash proceeds received by the Company since the Closing Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock and Excluded Contributions) or from Subordinated Shareholder Funding or from the issue or sale of convertible or exchangeable Disqualified Stock of the Company or convertible or exchangeable debt securities of the Company, in each case that have been converted into or exchanged for Equity Interests of the Company (including such cash proceeds received in connection with any such conversion or exchange) (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company), excluding, in each case, any such contribution that constitutes Relevant Equity; plus
(C) to the extent that Restricted Investments which were made after the Closing Date are sold for cash and/or Cash Equivalents or otherwise liquidated or repaid for cash and/or Cash Equivalents, the lesser of (x) the cash return of capital with respect to such Restricted Investments (less the cost of disposition, if any) and (y) the initial amount of such Restricted Investments; plus
(D) to the extent that any Unrestricted Subsidiary of the Company designated as such after the Closing Date is redesignated as a Restricted Subsidiary after the Closing Date, the lesser of (i) the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the Closing Date; plus
(E) upon the full and unconditional release of a Restricted Investment that is a guarantee made by the Company or one of its Restricted
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Subsidiaries to any Person, an amount equal to the amount of such guarantee; plus
(F) the initial amount of any Restricted Investment made after the Closing Date in a Person that becomes a Restricted Subsidiary; plus
(G) 100 per cent. of any dividends received in cash by the Company or a Restricted Subsidiary after the Closing Date from an Unrestricted Subsidiary, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Company for such period.
2.2 If no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment, the provisions of Clause 2.1 (Restricted Payments) will not prohibit:
(a) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Agreement;
(b) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital or Subordinated Shareholder Funding to the Company; (excluding any such contribution that constitutes Relevant Equity) provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from paragraph (iii)(B) of Clause 2.1 above;
(c) the repurchase, redemption, defeasance or other acquisition or retirement for value of (i) Indebtedness of the Company or any Obligor that is contractually subordinated to the Facilities and any guarantee thereof with the net cash proceeds from a
substantially concurrent incurrence of Permitted Refinancing Indebtedness; or (ii) Indebtedness of the Company or any Obligor that is subordinated in right of payment to the Facilities or any guarantee thereof (other than any Indebtedness so subordinated and held by Affiliates of the Company) upon a Note Change of Control or an Asset Sale to the extent required by the agreements governing such Indebtedness, but only if, prior to offering to purchase, purchasing or repaying such Indebtedness, (x) the Company shall have complied with its obligations under Clause 1 (Asset Sales) and shall have prepaid the full principal amount of the Facilities required to be prepaid under Clause 1 (Asset Sales) and (y) the Obligors shall have otherwise complied with the terms of this Agreement;
(d) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company, any of its Restricted Subsidiaries or any Parent Entity held by any current or former officer, director, employee or consultant of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement, employment agreements, or similar agreements or stock option plans; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed £3,000,000 in any twelve month period; but provided, further, that such amount in any twelve-month period may be increased by an amount not to exceed the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Equity Interests of the Company, any of its Restricted Subsidiaries or any Parent
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Entity to current or former officers, directors, employees or consultants of the Company, any of its Restricted Subsidiaries or any Parent Entity to the extent the cash proceeds from the sale of Equity Interests have not otherwise been applied to the making of Restricted Payments pursuant to paragraph (iii) of Clause 2.1 (Restricted Payments) and do not constitute Relevant Equity;
(e) the repurchase of Equity Interests of the Company or any Parent Entity deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;
(f) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any preferred stock of any Restricted Subsidiary issued on or after the Closing Date in accordance with the Fixed Charge Coverage Ratio test set forth in paragraph (a) of Clause 3.1 (Incurrence of Indebtedness and Issuance of Preferred Stock);
(g) payments of cash, dividends, distributions, advances or other Restricted Payments by the Company or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (x) the exercise of options or warrants or (y) the conversion or exchange of Capital Stock of any such Person;
(h) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;
(i) payments pursuant to any tax sharing agreement or arrangement relating to taxes among the Company and its Subsidiaries and other Persons with which the Company or any of its Subsidiaries is required or permitted to file a consolidated tax return or with which the Company or any of its Restricted Subsidiaries is a part of a group for tax purposes; provided, however, that such payments will not exceed the amount of tax that the Company and its Subsidiaries would owe on a standalone basis and the related tax liabilities of the Company and its Subsidiaries are relieved thereby;
(j) the declaration and payment of dividends or other distributions, or the making of loans, by the Company or any of its Restricted Subsidiaries to any Parent Entity in amounts and at times required to pay:
(i) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of any Parent Entity;
(ii) general corporate overhead expenses of any Parent Entity to the extent such expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries or related to the proper administration of such Parent Entity, including (i) fees and expenses properly incurred in the ordinary course of business to auditors and legal advisors; and (ii) payments in respect of services provided by directors, officers or employees of any such Parent Entity, not to exceed £3,000,000 in any calendar year;
(iii) any income taxes (including, for the avoidance of doubt, United Kingdom corporation tax), to the extent such income taxes are attributable to the income or ownership of the Company and any of its Restricted Subsidiaries and, to the extent of the amount actually received in cash from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income or ownership of such Unrestricted Subsidiaries;
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(iv) costs (including all professional fees and expenses) incurred by any Parent Entity in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, the Finance Documents or any other agreement or instrument relating to Indebtedness of the Company or any of its Restricted Subsidiaries, including in respect of any reports filed with respect to the Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder; and
(v) fees and expenses of any Parent Entity incurred in relation to any public offering or other sale of Capital Stock or Indebtedness (A) where the net proceeds of such offering or sale are intended to be received by or contributed to the Company or any of its Restricted Subsidiaries; (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed; or (C) otherwise on an interim basis prior to completion of such offering so long as any Parent Entity will cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed;
(k) so long as the Consolidated EBITDA of the Company is equal to or greater than £250,000,000 for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such Restricted Payment, any Restricted Payment;
(l) following a Public Equity Offering that results in a Public Market of the Capital Stock of the Company or any Parent Entity, the payment of dividends on the Capital Stock of the Company up to 6 per cent. per annum of the net cash proceeds received by the Company in any such Public Equity Offering or any subsequent public offering of such Capital Stock, or the net cash proceeds of any such Public Equity Offering or subsequent public offering of such Capital Stock of any Parent Entity that are contributed in cash to the Company’s equity (other than through the issuance of Disqualified Stock); provided that if such Public Equity Offering was of Capital Stock of a Parent Entity, the net proceeds of any such dividend are used to fund a corresponding dividend in equal or greater amount on the Capital Stock of such Parent Entity; or
(m) to the extent constituting a Restricted Payment, any transfer, assignment or novation by MUL and/or any other member of the Restricted Group of all or any portion of the assets described in paragraph (a) of the definition of “New Holdco Business” to any member of the New Holdco Group made in accordance with a Permitted Reorganisation, including without limitation the transfer of employees, assets (including goodwill) and/or relevant partner or supplier contracts;
(n) other Restricted Payments in an aggregate amount not to exceed £160,000,000 since the Closing Date.
2.3 The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
3. Incurrence of Indebtedness and Issuance of Preferred Stock
3.1 The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become or remain
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directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not, and will not permit any other Obligor to, issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that:
(a) subject to Clause 3.3 below, the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, the Obligors (other than the Company) may issue Disqualified Stock, and the Obligors (other than the Company) and New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including without limitation, Sponsorship Newco) may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period provided that, if the Indebtedness is to be incurred by New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including without limitation, Sponsorship Newco) the creditor(s) or, as the case may be, representative of such creditor(s) of such Indebtedness shall have become party to the Intercreditor Agreement or entered into an intercreditor agreement providing for pro-rata sharing of enforcement proceeds or payments upon default among such creditors and the Lenders and otherwise satisfactory to the Agent (acting reasonably and in good faith), provided that the terms of such intercreditor agreement are no more onerous to New Holdco and its Subsidiaries than the terms of the Intercreditor Agreement; and
(b) if the Indebtedness to be incurred is Senior Secured Indebtedness, subject to Clause 3.3 below, the Obligors, New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including without limitation, Sponsorship Newco) may incur such Senior Secured Indebtedness if the Consolidated Senior Secured Leverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred is less than 4.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred at the beginning of such four-quarter period provided that, if the Senior Secured Indebtedness to be incurred is to be incurred by New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including without limitation, Sponsorship Newco) the creditor(s) or, as the case may be, representative of such creditor(s) of such Indebtedness shall have become party to the Intercreditor Agreement or entered into an intercreditor agreement providing for pro-rata sharing of enforcement proceeds or payments upon default among such creditors and the Lenders and otherwise satisfactory to the Agent (acting reasonably and in good faith), provided that the terms of such intercreditor agreement are no more onerous to New Holdco and its Subsidiaries than the terms of the Intercreditor Agreement.
3.2 Subject to Clause 3.3 below, Clause 3.1 will not prohibit the incurrence of any of the following items of Indebtedness (collectively, the “Permitted Debt”):
(a) the incurrence of Indebtedness under this Agreement;
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(b) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness provided that, on or prior to the Closing Date the Indebtedness of the Obligors evidenced by the Existing Notes and guaranteed pursuant to the Existing Note Guarantees shall be repaid in full;
(c) the incurrence by the Company and the Obligors of Indebtedness evidenced by the Notes and the Note Guarantee;
(d) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of design, construction, lease, installation or improvement of property (real or personal), plant or equipment used or useful in a Permitted Business, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred in exchange for, or the net proceeds of which were used to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this paragraph (d), not to exceed £50,000,000 at any time outstanding;
(e) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the Finance Documents to be incurred under Clause 3.1 or any of paragraphs (b), (c), (d), (e) or (l) of this Clause 3.2;
(f) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of such Restricted Subsidiaries; provided, however, that:
(i) if any Obligor is the obligor on such Indebtedness and the payee is not an Obligor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Facilities and the Finance Documents; and
(ii) (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (B) any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this paragraph (f);
(g) the issuance by any Restricted Subsidiary of the Company to the Company or to any of the Company’s Restricted Subsidiaries of shares of preferred stock; provided, however, that:
(i) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or any of its Restricted Subsidiaries; and
(ii) any sale or other transfer of any such preferred stock to a Person that is neither the Company nor any of its Restricted Subsidiaries,
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will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this paragraph (g);
(h) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations in the ordinary course of business and not for speculative purposes;
(i) the Guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or any of its Restricted Subsidiaries to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this Clause 3.2; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Facilities and any guarantee thereof, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;
(j) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, customs, VAT and other tax guarantees, performance and surety bonds in the ordinary course of business;
(k) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days;
(l) Indebtedness of any Person outstanding on the date on which such Person becomes a Restricted Subsidiary of the Company or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Company or any of its Restricted Subsidiaries (other than Indebtedness incurred to provide all or any portion of the funds used to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary of the Company or was otherwise acquired by the Company or any of its Restricted Subsidiaries); provided, however, with respect to this paragraph (1), that at the time of the acquisition or other transaction pursuant to which such Indebtedness was deemed to be incurred the Company would have been able to incur £1.00 of additional Indebtedness pursuant to paragraph (a) of Clause 3.1 after giving pro forma effect to the incurrence of such Indebtedness pursuant to this paragraph (l);
(m) Indebtedness arising from agreements of the Company or any of its Restricted Subsidiaries providing for customary indemnification, obligations in respect of earnouts or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Equity Interests of a Subsidiary, provided that the maximum liability of the Company and its Restricted Subsidiaries in respect of all such Indebtedness shall at no time exceed the gross proceeds, including the Fair Market Value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition;
(n) the incurrence by the Company and its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding not to exceed £50,000,000; and
(o) the incurrence by New Holdco, Sponsorship Newco or any Restricted Subsidiary that is a Subsidiary of New Holdco of Intra-Group Liabilities (as defined in the
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Intercreditor Agreement) or Subordinated Liabilities (as defined by the Intercreditor Agreement),
provided, however, that New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including without limitation, Sponsorship Newco) shall not be permitted to incur Indebtedness pursuant to paragraphs (a), (d) and (n) of this Clause 3.2.
3.3 No Obligor will incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Obligors unless such Indebtedness is also contractually subordinated in right of payment to the Facilities and any guarantee thereof on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Obligors solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.
3.4 For purposes of determining compliance with this Clause 3, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in paragraphs (a) through (o) of Clause 3.2 above, or is entitled to be incurred pursuant to paragraph (a) of Clause 3.1, the Company will be permitted to classify such item of Indebtedness on the date of its incurrence or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Clause 3. Indebtedness under the Facilities will be deemed to have been incurred under paragraph (a) of Clause 3.2 only. The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this Clause 3; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Consolidated Interest Expense of the Company as accrued. Notwithstanding any other provision of this Clause 3, the maximum amount of Indebtedness that the Company or any of its Restricted Subsidiaries may incur pursuant to this Clause 3 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.
3.5 The amount of any Indebtedness outstanding as of any date will be:
(a) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;
(b) the principal amount of the Indebtedness, in the case of any other Indebtedness;
(c) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:
(i) the Fair Market Value of such assets at the date of determination; and
(ii) the amount of the Indebtedness of the other Person; and
(d) for purposes of determining compliance with any sterling-denominated restriction on the incurrence of Indebtedness, the Sterling Equivalent of the principal amount of Indebtedness denominated in another currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of Indebtedness incurred under a revolving credit facility; provided that (i) if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than
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sterling, and such refinancing would cause the applicable sterling-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such sterling-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced; and (ii) if and for so long as any such Indebtedness is subject to an agreement intended to protect against fluctuations in currency exchange rates with respect to the currency in which such Indebtedness is denominated covering principal and interest on such Indebtedness, the amount of such Indebtedness, if denominated in sterling, will be the amount of the principal payment required to be made under such currency agreement and, otherwise, the Sterling Equivalent of such amount plus the Sterling Equivalent of any premium which is at such time due and payable but is not covered by such currency agreement.
4. Liens
The Company will not and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness upon any of their property or assets, now owned or hereafter acquired, except (a) in the case of any property or asset that does not constitute Collateral, Permitted Liens and (b) in the case of any property or asset that constitutes Collateral, Permitted Collateral Liens.
5. Limitation on Sale and Leaseback Transactions
5.1 The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction with a Person other than the Company or a Restricted Subsidiary of the Company; provided that any Obligor may enter into a sale and leaseback transaction if:
(a) such Obligor could have (i) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in paragraph (a) of Clause 3.1 (Incurrence of Indebtedness and Issuance of Preferred Stock) above and (ii) incurred a Lien to secure such Indebtedness pursuant to Clause 4 (Liens);
(b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of the Company of the property that is the subject of that sale and leaseback transaction; and
(c) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with Clause 1 (Asset Sales).
6. Dividend and other Payment Restrictions Affecting Restricted Subsidiaries
6.1 The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
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(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
6.2 The restrictions in Clause 6.1 above will not apply to encumbrances or restrictions existing under or by reason of:
(a) agreements governing Existing Indebtedness and the Facilities or any other agreement as in effect at or entered into on the Closing Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date;
(b) the Existing Note Indenture, the Existing Notes and the Existing Note Guarantees, the Existing Facility Agreement, the Notes, the Note Guarantee, the BAML Facility Agreement, the Intercreditor Agreement and the Transaction Security Documents;
(c) agreements governing other Indebtedness permitted to be incurred under Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in the Finance Documents;
(d) applicable law, rule, regulation or order;
(e) any agreement or instrument of or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such agreement or instrument was entered into or incurred in connection with or in contemplation of such acquisition) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such agreement or instrument, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are (i) no more restrictive or (ii) not materially less favorable as determined in good faith by the Company, than the dividend and other payment restrictions contained in such instrument at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred;
(f) customary non-assignment provisions in contracts, leases and licenses entered into in the ordinary course of business;
(g) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in paragraph (c) of Clause 5 (Limitation on Sale and Leaseback Transactions);
(h) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary of the Company
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that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(i) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(j) Liens permitted to be incurred under Clause 4 (Liens) that limit the right of the debtor to dispose of the assets subject to such Liens;
(k) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(l) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(m) Hedging Obligations entered into from time to time;
(n) any mortgage financing or mortgage refinancing that imposes restrictions on the real property (including any heritage building rights) securing such Indebtedness; and
(o) agreements governing Indebtedness incurred pursuant to paragraphs (d) and (n) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) by a Restricted Subsidiary of the Company that is an Excluded Subsidiary under paragraph (d) of the definition thereof, provided that any encumbrance or restriction in any such agreement is not applicable to any Person, or the properties or assets of any other Person, other than such Restricted Subsidiary or its property or assets.
7. Merger, Consolidation, etc.
7.1 The Company and Red Football Junior Limited, will not, directly or indirectly: (x) consolidate or merge with or into another Person, whether or not the Company is the surviving corporation, or (y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:
(a) either:
(i) the Company, Red Football Junior Limited or, as the case may be, MUL is the surviving corporation; or
(ii) the Person formed by or surviving any such consolidation or merger (if other than the Company, Red Football Junior Limited or MUL) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of any Permitted Jurisdiction;
(b) the Person formed by or surviving any such consolidation or merger (if other than the Company, Red Football Junior Limited or MUL) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes
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all the obligations of the Company, Red Football Junior Limited or, as the case may be, MUL under the Finance Documents to which the Company, Red Football Junior Limited or MUL (as applicable) is a party pursuant to agreements reasonably satisfactory to the Agent (acting on the instructions of the Majority Lenders);
(c) immediately after such transaction, no Default or Event of Default exists;
(d) the Company, Red Football Junior Limited or MUL (as applicable) or the Person formed by or surviving any such consolidation or merger (if other than the Company, Red Football Junior Limited or MUL (as applicable), or to which such sale, assignment, transfer, conveyance or other disposition has been made, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) would be permitted to incur at least £1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in paragraph (a) of Clause 3.1 (Incurrence of Indebtedness and Issuance of Preferred Stock) or (ii) the Fixed Charge Coverage Ratio would not be less than it was prior to such transaction; and
(e) the Company delivers to the Agent an Officers’ Certificate and opinion of counsel, in each case, stating that such consolidation, merger or transfer and assumption of obligations under the Finance Documents comply with this Clause 7.1.
7.2 Except as otherwise provided in this Clause 7, no Obligor (other than an Obligor whose Guarantee is to be released in accordance with this Agreement) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Obligor is the surviving Person) another Person, other than a sale or disposal to, or consolidation or merger with or into, the Company or another Obligor unless:
(a) either:
(i) such Obligor is the surviving Person; or
(ii) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Obligor) (A) is organized under the laws of a Permitted Jurisdiction and (B) assumes all the obligations of that Obligor under the Finance Documents to which such Obligor is a party pursuant to agreements reasonably satisfactory to the Agent (acting on the instructions of the Majority Lenders),
provided that, in either case, immediately after giving effect to that transaction, no Default or Event of Default exists; or
(b) in the case only of an Obligor that is not the Borrower, the Company or Red Football Junior Limited, the Net Proceeds of such sale are applied in accordance with the applicable provisions of the Finance Documents.
7.3 In addition, no Obligor will, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.
7.4 Notwithstanding the foregoing, neither this Clause 7 nor Clause 11.2 will restrict the sale or other disposition of all or substantially all of the assets or merger or consolidation of (a) the Company or any Obligor with, into or to any Obligor, (b) any non-Obligor Restricted Subsidiary with, into or to the Company or any Obligor or with, into or to any non-Obligor Restricted Subsidiary, (c) any Permitted Reorganisation and (d) paragraph (d) of Clause 7.1
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above will not apply to any sale or other disposition of all or substantially all of the assets or merger or consolidation of the Company or any Obligor with, into or to an Affiliate solely for the purpose of reincorporating the Company or such Obligor in a Permitted Jurisdiction for tax reasons; provided that any such transaction is consummated in accordance with the terms hereunder.
8. Transactions with Affiliates
8.1 The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”), unless:
(a) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person who is not an Affiliate of the Company or any of its Restricted Subsidiaries; and
(b) the Company delivers to the Agent:
(i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of £10,000,000, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Clause 8 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company or, if there are no disinterested directors in respect of such Affiliate Transaction, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of international standing; and
(ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of £20,000,000, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of international standing.
Provided, however, that, the following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the foregoing provisions of this Clause 8:
(c) any employment agreement, collective bargaining agreement, consultant agreement, employee benefit arrangements with any employee, consultant, officer or director of the Company or any of its Restricted Subsidiaries, including under any stock option, stock appreciation rights, stock incentive or similar plans, entered into in the ordinary course of business;
(d) transactions between or among the Company and/or its Restricted Subsidiaries;
(e) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;
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(f) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any of its Restricted Subsidiaries;
(g) any issuance of Equity Interests (other than Disqualified Stock) or Subordinated Shareholder Funding of the Company to Affiliates of the Company;
(h) Restricted Payments that do not violate the provisions of Clause 2 (Restricted Payments);
(i) Permitted Investments (other than Permitted Investments described in paragraphs (c), (m) and (o) of the definition thereof);
(j) transactions pursuant to, or contemplated by, any agreement in effect on the Closing Date and transactions pursuant to any amendment, modification or extension to such agreement, so long as such amendment, modification or extension, taken as a whole, is not materially more disadvantageous to the Lenders than the original agreement as in effect on the Closing Date;
(k) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person;
(l) any payments or other transactions pursuant to a tax sharing agreement or arrangement relating to taxes between the Company and any other Person or a Restricted Subsidiary of the Company and any other Person with which the Company or any of its Restricted Subsidiaries files a consolidated tax return or with which the Company or any of its Restricted Subsidiaries is part of a group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; provided, however, that any such tax sharing or arrangement and payment does not permit or require payments in excess of the amounts of tax that would be payable by the Company and its Restricted Subsidiaries on a stand-alone basis; and
(m) Permitted Reorganisations.
9. Limitation on Issuances of Guarantees of Indebtedness
9.1 The Company will not cause or permit any of its Restricted Subsidiaries which are not Obligors, directly or indirectly, to guarantee, assume or in any manner become liable, whether as a borrower, an additional or co-borrower or otherwise, for or in respect of any other Indebtedness of the Company or any of the Company’s other Restricted Subsidiaries unless such specified Restricted Subsidiary shall simultaneously accede to this Agreement as an Additional Guarantor.
9.2 Notwithstanding the foregoing, without becoming a Guarantor pursuant to the provisions of this Clause 9, New Holdco or any Restricted Subsidiary that is a New Holdco Subsidiary (including without limitation, Sponsorship Newco) may directly or indirectly, guarantee, assume or in any manner become liable, whether as borrower, an additional or co-borrower or otherwise, for or in respect any Indebtedness of New Holdco or any Restricted Subsidiary that is a New Holdco Subsidiary (including without limitation, Sponsorship Newco) permitted to be incurred by New Holdco or any Restricted Subsidiary that is a New Holdco Subsidiary
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(including without limitation, Sponsorship Newco) under Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock).
9.3 Such Additional Guarantor will automatically and unconditionally be released under the same conditions and circumstances that the guarantee of other Indebtedness will be released, so long as no Default or Event of Default would arise as a result and no other Indebtedness is at that time guaranteed by the relevant Additional Guarantor that would have resulted in the requirement that such Additional Guarantor become an Additional Guarantor pursuant to this Clause 9.
10. Designation of Restricted and Unrestricted Subsidiaries
10.1 The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Clause 2 (Restricted Payments) or under one or more paragraphs of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.
10.2 Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Agent by filing with the Agent a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted under Clause 2 (Restricted payments). If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Finance Documents and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock) the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (i) such Indebtedness is permitted under Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock) calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (ii) no Default or Event of Default would be in existence following such designation.
11. Limitation on Issuer Activities
11.1 The Issuer will not create, incur, assume or suffer to exist any Lien over any of its property or assets, or any proceeds therefrom, to secure Indebtedness, except for Liens to secure the Existing Notes, the Existing RCF Facilities Agreement, the Notes, the BAML Facility, the Facility or other Indebtedness permitted to be incurred under the Finance Documents to the extent Liens securing such Indebtedness are permitted to be incurred under the Finance Documents.
11.2 The Issuer will not (i) merge, consolidate, amalgamate or otherwise combine with or into another Person (whether or not the Issuer is the surviving corporation) or (ii) sell, assign, transfer, lease, convey or otherwise dispose of any material property or assets to any Person in
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one or more related transactions, other than (A) in the case of clause (i) or clause (ii), in accordance with Section 7 hereof, or (B) solely in the case of clause (ii), in connection with the incurrence of a Permitted Collateral Lien.
11.3 Until the date on which all Commitments have been cancelled and all amounts outstanding under the Facility have been fully repaid, none of the Company nor any of its Restricted Subsidiaries will commence or take any action or facilitate a winding-up, liquidation or other analogous proceeding in respect of the Issuer.
12. Limitation on Holding Company Activities
12.1 The Company will not, at any time, own any assets or property other than cash and Cash Equivalents, the Carrington Premises, Capital Stock in Red Football Junior Limited and MUL, assets that will be used to make a Restricted Payment (other than a Restricted Investment) permitted by Clause 2 (Restricted Payments) promptly following receipt thereof by the Company and other assets that are de minimis in nature.
12.2 Red Football Junior Limited will not, at any time, own any assets or property other than Capital Stock in MUL and other assets that are de minimis in nature.
12.3 In addition, neither the Company nor Red Football Junior Limited will trade, undertake any activity, carry on any business, own any assets, enter into any arrangement or incur any liability other than:
(a) the ownership of shares of MUL and, in the case of the Company, Red Football Junior Limited or any other direct Subsidiary of the Company and/or Red Football Junior Limited (an “Additional Subsidiary”) that is a member of the Group, in each case to the extent such shares are subject to Transaction Security and provided that any Additional Subsidiary is the only member of the Group (other than Red Football Junior Limited) in which the Company directly owns shares;
(b) the provision of administrative services (excluding treasury services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries and the receipt of any amounts related thereto to the extent expressly permitted under the Intercreditor Agreement;
(c) incurring Indebtedness permitted under Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock) (including activities reasonably incidental thereto, including performance of the terms and conditions of such Indebtedness, to the extent such activities are otherwise permissible under the Finance Documents);
(d) rights and obligations arising under the Debt Documents;
(e) directly related or reasonably incidental to the establishment and/or maintenance of its corporate existence; or
(f) the holding of bank accounts and the making of loans (including activities reasonably incidental thereto) permitted by the Finance Documents, and the entry into any agreement in relation thereto.
Definitions in this Schedule:
“Acquired Debt” means, with respect to any specified Person:
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(a) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary; and
(b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
“Additional Amounts” has the meaning given to such term in the Note Purchase Agreement (in its form at the Closing Date).
“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and, with respect to the Company, shall include any Person beneficially owning or holding, directly or indirectly, 10 per cent. or more of any class of voting or equity interests of the Company or any Subsidiary or any Person of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10 per cent. or more of any class of voting or equity interests. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.
“Affiliate Transaction” is defined in Clause 8 (Transactions with Affiliates).
“Asset Sale” means:
(a) the sale, lease, conveyance or other disposition of any assets or rights by the Company or any of its Restricted Subsidiaries; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Clause 7 (Merger, Consolidation, etc.) and not by the provisions of Clause 1 (Asset Sales); and
(b) the issuance of Equity Interests by any Restricted Subsidiary of the Company or the sale by the Company or any of its Restricted Subsidiaries of Equity Interests in any of the Company’s Subsidiaries in each case other than directors’ qualifying shares.
Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:
(a) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than £1,000,000;
(b) a transfer of assets between or among the Company and its Restricted Subsidiaries;
(c) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company made in accordance with Clause 1 (Asset Sales);
(d) the sale, lease, assignment or other transfer of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Restricted Subsidiaries taken as whole);
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(e) licenses and sublicenses by the Company or any of its Restricted Subsidiaries of software in the ordinary course of business;
(f) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;
(g) the granting of Liens not prohibited under Clause 4 (Liens);
(h) the sale or other disposition of cash or Cash Equivalents;
(i) a Restricted Payment that does not violate Clause 2 (Restricted Payments) or a Permitted Investment;
(j) the disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;
(k) the sale, lease, assignment, disposal or other transfer of player registrations;
(l) any license or other right of occupation that allows the beneficiary to attend one or more sporting events (including without limitation association football matches) or other events in the ordinary course of business;
(m) any license or other right of use of any intellectual property or other right if entered into in connection with the commercial exploitation of such intellectual property or other rights in the ordinary course of business;
(n) the monetization of any contract or arrangement related to (l) and (m) above;
(o) the foreclosure, condemnation or any similar action with respect to any property or other assets or a surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;
(p) the sale of all or substantially all of the assets or merger or consolidation of the Issuer with or into an Affiliate solely for purposes of reincorporating the Issuer in a Permitted Jurisdiction for tax reasons; provided any such transaction is consummated in accordance with Clause 7.4 (Merger, Consolidation, Etc.); and
(q) the transfer of employees and assets in accordance with the definition of Permitted Reorganisation.
“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with IFRS; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation” below.
“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, as in effect on the Closing Date, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities,
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whether such right is currently exercisable or is exercisable only after the passage of time.
The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.
“Board of Directors” means:
(a) with respect to a corporation, the board of directors (or analogous governing body) of the corporation or any committee thereof duly authorized to act on behalf of such board;
(b) with respect to a partnership, the board of directors of the general partner of the partnership;
(c) with respect to a limited liability company, the managing member or members (or analogous governing body) or any controlling committee of managing members thereof; and
(d) with respect to any other Person, the board or committee of such Person serving a similar function.
“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York or London, England are required or authorized to be closed.
“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet (excluding the footnotes thereto) prepared in accordance with IFRS as in effect on the Closing Date, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.
“Capital Stock” means:
(a) in the case of a corporation, corporate stock;
(b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and
(d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
“Carrington Premises” means the property known as the Trafford Training Centre and Academy at Carrington Manchester (title number GM785864), including any real property and fixtures related thereto but not any personal property.
“Cash Equivalents” means:
(a) direct obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by, the government of a member state of a Permitted Jurisdiction, the payment of which is backed by the full faith and credit of such Permitted Jurisdiction and which are not callable or redeemable at the Company’s option;
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(b) overnight bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits with maturities (and similar instruments) of 12 months or less from the date of acquisition issued by a bank or trust company which is organized under, or authorized to operate as a bank or trust company under, the laws of a Permitted Jurisdiction; provided that such bank or trust company has capital, surplus and undivided profits aggregating in excess of £500,000,000 (or the foreign currency equivalent thereof as of the date of such investment) and whose long-term debt is rated “A-3” or higher by Moody’s Investor Services Limited or “A— “ or higher by Standard & Poor’s Rating Services or the equivalent rating category of another internationally recognized rating agency;
(c) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in paragraphs (a) and (b) above entered into with any financial institution meeting the qualifications specified in paragraph (b) above;
(d) commercial paper rated at the time of acquisition thereof at least P-1 by Moody’s Investor Services Limited or at least A-1 by Standard & Poor’s Rating Services and, in each case, maturing within one year after the date of acquisition; and
(e) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in paragraph (a) to (d) of this definition.
“Closing Date” means 24 June 2015 or such other Business Day thereafter on or prior to 30 June 2015 as may be agreed upon by the Issuer and the purchasers under the Note Purchase Agreement.
“Collateral” means any and all assets from time to time in which a security interest has been or will be granted pursuant to any Transaction Security Document to secure the obligations of the Issuer and the Obligors under the Finance Documents.
“Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:
(a) all gains (losses) realized in connection with any Asset Sale or the disposition of securities or the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain; plus
(b) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus
(c) the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, to the extent that such Consolidated Interest Expense were deducted in computing such Consolidated Net Income; plus
(d) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; plus
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(e) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness to the extent such costs and premiums were deducted in computing such Consolidated Net Income; plus
(f) any foreign currency translation gains or losses (including gains or losses related to currency remeasurements of Indebtedness) of such Person and its Restricted Subsidiaries for such period, to the extent that such gains or losses were taken into account in computing such Consolidated Net Income; plus
(g) the amount of any minority interest expense consisting of subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Restricted Subsidiary in such period or any prior period, except to the extent of dividends declared or paid on, or other cash payments in respect of, Equity Interests held by such parties; minus
(h) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue or the reversal of a reserve for cash charges in a future period in the ordinary course of business,
in each case, on a consolidated basis and determined in accordance with IFRS.
“Consolidated Interest Expense” means, with respect to any specified Person for any period, the sum, without duplication, of:
(a) the consolidated interest expense of such Person and its Subsidiaries which are Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates (excluding any non-cash interest expense on Subordinated Shareholder Funding); plus
(b) the consolidated interest expense of such Person and its Subsidiaries which are Restricted Subsidiaries that was capitalized during such period; plus
(c) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries which are Restricted Subsidiaries to the extent paid or secured by a Lien on assets of such Person or one of its Subsidiaries which are Restricted Subsidiaries to the extent such Lien is called upon; plus
(d) the product of (i) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Subsidiaries which are Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with IFRS.
“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with IFRS; provided that:
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(a) the net income (loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of such Person and the net income (if negative) of any Person that is not a Restricted Subsidiary will be included only to the extent that such loss has been funded with cash by the specified Person or a Restricted Subsidiary of such Person;
(b) solely for the purpose of determining the amount available for Restricted Payments under paragraph (iii)(A) of Clause 2.1 (Restricted Payments) any net income (loss) of any Restricted Subsidiary will be excluded if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders; except that the Company’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause);
(c) the net income (loss) arising from the sale, assignment, disposal or other transfer of player registrations will be excluded;
(d) any extraordinary or exceptional gain, loss or charge or any profit or loss on Asset Sales, asset impairments or early extinguishment of Indebtedness, or any charges or reserves in respect of any restructuring, redundancy, integration or severance or any expenses, charges, reserves or other costs related to acquisitions will be excluded;
(e) non-cash tax charges that are set off by group relief by a Parent Entity will be excluded;
(f) the cumulative effect of a change in accounting principles will be excluded; and
(g) any intangible asset impairment charge and amortization of player registrations and amortization of goodwill will be excluded.
“Consolidated Senior Secured Leverage” means, as of any date of determination, the sum of the total amount of Senior Secured Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis.
“Consolidated Senior Secured Leverage Ratio” means as of any date of determination, the ratio of (i) the Consolidated Senior Secured Leverage of the Company on such date to (ii) the Consolidated EBITDA of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Consolidated Senior Secured Leverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Consolidated Senior Secured Leverage Ratio is made (the “CSSLR Calculation Date”), then the Consolidated Senior Secured Leverage Ratio will be calculated giving pro forma effect (as determined in good faith by a Senior Financial Officer of the Company) to such incurrence,
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assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.
For purposes of calculating the Consolidated EBITDA for such period:
(a) acquisitions that have been made by the specified Person or any of its Subsidiaries which are Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Subsidiaries which are Restricted Subsidiaries acquired by the specified Person or any of its Subsidiaries which are Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Subsidiaries which are Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the CSSLR Calculation Date, or that are to be made on the CSSLR Calculation Date, will be given pro forma effect (as determined in good faith by a Senior Financial Officer of the Company and may include anticipated expense and cost reduction synergies) as if they had occurred on the first day of the four-quarter reference period;
(b) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the CSSLR Calculation Date, will be excluded;
(c) any Person that is a Restricted Subsidiary on the CSSLR Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; and
(d) any Person that is not a Restricted Subsidiary on the CSSLR Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period.
“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:
(d) was a member of such Board of Directors on the Closing Date; or
(e) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling” shall have meanings correlative to the foregoing.
“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company or any Guarantor to repurchase such Capital Stock upon the occurrence of a Note Change of Control or an Asset Sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer or any Obligor may not repurchase or redeem any such Capital Stock pursuant to such provisions
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unless such repurchase or redemption complies with Clause 2 (Restricted Payments). The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the Finance Documents will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.
“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).
“Excess Proceeds” is defined in Clause 1.3 (Asset Sales).
“Excess Proceeds Prepayment Offer” has the meaning given to such term in Clause 1.4 (Asset Sales).
“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder from time to time in effect.
“Excluded Contributions” means the net cash proceeds received by the Company after the Closing Date from (a) contributions to its common equity capital or (b) the sale (other than to a Subsidiary) of Equity Interests (other than Disqualified Stock), in each case designated as Excluded Contributions pursuant to an Officers’ Certificate (which shall be designated no later than the date on which such Excluded Contribution has been received by the Company), the cash proceeds of which are excluded from the calculation set forth in paragraph (iii)(B) of Clause 2.1 (Restricted Payments).
“Existing Hedging Agreements” means the interest rate transactions entered into between the Company and Bank of America, N.A., on October 25, 2013, documented under and subject to the terms of a 2002 ISDA Master Agreement (as published by the International Swaps and Derivatives Association, Inc.) and Schedule thereto, dated as of May 20, 2013.
“Existing Indebtedness” means all Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Closing Date after giving effect to the use of proceeds hereunder, until such amounts are repaid.
“Existing Note Documents” means the Existing Note Indenture, the Existing Notes and the Existing Note Guarantees (whether contained in the Existing Note Indenture or otherwise).
“Existing Note Guarantees” means the “Note Guarantees” as defined in the Existing Note Indenture.
“Existing Note Indenture” means the indenture governing the Existing Notes dated on or about May 20, 2013, and made between, among others, the Existing Note Trustee, the Security Trustee, MUF and the senior note guarantors.
“Existing Note Trustee” means The Bank of New York Mellon as trustee under the Existing Note Indenture.
“Existing Notes” means the senior notes due 2017 issued or to be issued by MUF under the Existing Note Indenture.
“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in an arm’s length transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Agreement).
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“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person for such period to the Consolidated Interest Expense of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “FCCR Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect (as determined in good faith by a Senior Financial Officer of the Company) to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.
In addition, for purposes of calculating the Fixed Charge Coverage Ratio:
(a) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the FCCR Calculation Date, or that are to be made on the FCCR Calculation Date, will be given pro forma effect (as determined in good faith by a Senior Financial Officer of the Company and may include anticipated expense and cost reduction synergies) as if they had occurred on the first day of the four-quarter reference period;
(b) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the FCCR Calculation Date, will be excluded;
(c) the Consolidated Interest Expense attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the FCCR Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Consolidated Interest Expense will not be obligations of the specified Person or any of its Restricted Subsidiaries following the FCCR Calculation Date;
(d) any Person that is a Restricted Subsidiary on the FCCR Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;
(e) any Person that is not a Restricted Subsidiary on the FCCR Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and
(f) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the FCCR Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the FCCR Calculation Date in excess of 12 months, or, if shorter, at least equal to the remaining term of such Indebtedness).
“Governmental Authority” means
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(a) the government of
(i) the United States of America or the United Kingdom or any state or other political subdivision of either thereof, or
(ii) any other jurisdiction in which the Company or any Restricted Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Parent Subsidiary, or
(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.
“Group” means the Company and each of its Subsidiaries.
“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).
“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:
(a) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;
(b) other agreements or arrangements designed to manage interest rates or interest rate risk; and
(c) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.
“holder” or “Holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Issuer pursuant to the Note Purchase Agreement.
“IFRS” means International Financial Reporting Standards (formerly International Accounting Standards) endorsed from time to time by the European Union or any variation thereof with which the Issuer or its Restricted Subsidiaries are, or may be, required to comply. Except as otherwise set forth in this Schedule, all ratios and calculations based on IFRS contained in this Schedule shall be computed in accordance with IFRS as in effect on the Closing Date.
“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:
(a) in respect of borrowed money;
(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
(c) in respect of bankers’ acceptances;
(d) representing Capital Lease Obligations;
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(e) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed;
(f) representing any Hedging Obligations;
(g) representing Attributable Debt; and
(h) representing liabilities under the Existing Hedging Agreements,
(i) if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with IFRS.
(j) In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.
(k) In addition, for the purpose of avoiding duplication in calculating the outstanding principal amount of Indebtedness for purposes of Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock), Indebtedness arising solely by reason of the existence of a Lien to secure other Indebtedness permitted to be incurred under Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock) will not be considered incremental Indebtedness.
The term “Indebtedness” shall not include:
(a) in connection with the purchase by the Company or any of its Restricted Subsidiaries of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter;
(b) any contingent obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes; or
(c) Subordinated Shareholder Funding.
“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations, but excluding advances or extensions of credit to customers or suppliers made in the ordinary course of business), advances or capital contributions (excluding commission, travel and similar advances to Officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as Investments on a balance sheet prepared in accordance with IFRS. If the Company or any of its Restricted Subsidiaries sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in Clause 2 (Restricted
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Payments). The acquisition by the Company or any of its Restricted Subsidiaries of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Clause 2 (Restricted Payments). Except as otherwise provided in this Agreement, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.
“Issuer” means MUFC.
“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement and any lease in the nature thereof.
“Make-Whole Amount” has the meaning given to such term in the Note Purchase Agreement (in its form at the Closing Date).
“Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets established in accordance with IFRS.
“Non-Recourse Debt” means Indebtedness:
(a) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise; and
(b) as to which the holders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries (other than the Equity Interests of an Unrestricted Subsidiary).
“Note Change of Control” means the occurrence of any of the following:
(a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than a Principal or a Related Party of a Principal;
(b) the adoption of a plan relating to the liquidation or dissolution of the Company;
(c) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including any “person” as defined above), other than a Principal and/or any of its Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50 per cent. of the Voting Stock of the Company, measured by voting power rather than number of shares;
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(d) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; provided, however, that this paragraph (d) shall not apply to members of the Board of Directors nominated or re-elected by employees pursuant to co-determination and similar statutes providing for employee representatives on supervisory or similar boards;
(e) the first day on which (i) the Company fails to own, directly or indirectly, 100 per cent. of the Capital Stock of MUL or (ii) MUL fails to own, directly or indirectly, 100 per cent. of the Capital Stock of the Issuer;
(f) Manchester United plc (alone or together with one or more Affiliates controlled by it) ceases to own (directly or indirectly) a larger percentage than does any other Person of the share capital in, and shareholder loans to, the Company; or
(g) the Original Investors cease to have the power to control more than one-half of the maximum number of votes that might be cast at a general meeting of the Company or appoint or remove a majority of directors of the Company or give directions with respect to operating and financial policies of the Company.
“Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under the Note Purchase Agreement and the Notes, executed pursuant to the provisions of the Note Purchase Agreement.
“Note Documents” means the Note Purchase Agreement, the Notes, the Intercreditor Agreement, the Representative Deed and the Transaction Security Documents.
“Note Purchase Agreement” means the note purchase agreement dated as of on or around the Closing Date entered into by, among others, the Issuer, and relating to the Notes.
“Notes Offer” is defined in Clause 1.2 (Asset Sales).
“Notes” means the 3.79% guaranteed senior secured notes in an aggregate principal amount of $425,000,000 due 24 June 2027 issued on the Closing Date.
“Officer” means, with respect to any Person, the Chairman of the Board of Directors, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief of Staff, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Managing Director, Director or any Vice-President.
“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Issuer or other Obligor, as applicable, whose responsibilities extend to the subject matter of such certificate.
“Parent Entity” means any direct or indirect parent company or entity of the Company.
“Parent Subsidiary” means any Subsidiary of the Company, including the Issuer.
“Permitted Business” means (i) any businesses, services or activities engaged in by the Company and its Restricted Subsidiaries on the Closing Date and (ii) any other business or activity which is ancillary, reasonably related or complementary thereto.
“Permitted Collateral Liens” means:
(a) Liens on the Collateral to secure the Finance Documents;
(b) Liens on the Collateral to secure the Existing Notes (or the Existing Note Guarantees) and the Existing Facility Agreement (or any guarantee thereof) until the Closing Date,
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the Notes (or the Note Guarantees) and any Permitted Refinancing Indebtedness in respect thereof (and Permitted Refinancing Indebtedness in respect of Permitted Refinancing Indebtedness); provided that each of the parties thereto will have entered into the Intercreditor Agreement (or any additional intercreditor agreement entered into pursuant to the terms of the Intercreditor Agreement); provided further that all property and assets (including, without limitation, the Collateral) securing such Permitted Refinancing Indebtedness secures the Facilities and any guarantee thereof on a senior or pari passu basis;
(c) Liens on the Collateral to secure Indebtedness: (i) under the BAML Facility; (ii) permitted by paragraph (d) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) or paragraph (n) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock); and (iii) permitted by Clause 3.1 of (Incurrence of Indebtedness and Issuance of Preferred Stock) and Permitted Refinancing Indebtedness in respect thereof (and Permitted Refinancing Indebtedness in respect of such Permitted Refinancing Indebtedness), provided that, in each case, all property and assets (including, without limitation, the Collateral) securing such Indebtedness also secures the Facilities and any guarantee thereof on a senior or pari passu basis and provided further that each of the parties thereto will have entered into the Intercreditor Agreement (or any additional intercreditor agreement entered into pursuant to the terms of the Intercreditor Agreement);
(d) Liens on the Collateral securing the Company’s or any Restricted Subsidiary’s obligations under (i) Hedging Obligations (other than Hedging Obligations in respect of commodity prices and only to the extent such Hedging Obligations relate to Indebtedness referred to in paragraphs (a) or (b) above and such Indebtedness is also secured by the Collateral) permitted by paragraph (h) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock), and (ii) the Existing Hedging Agreements and any Permitted Refinancing Indebtedness in respect thereof (and any Permitted Refinancing Indebtedness in respect of such Permitted Refinancing Indebtedness), provided that the assets and properties securing such Indebtedness will also secure the Facilities or any guarantee thereof on a senior or pari passu basis; provided further that each of the parties thereto will have entered into the Intercreditor Agreement (or any additional intercreditor agreement entered into pursuant to the terms of the Intercreditor Agreement);
(e) Liens on the Collateral arising by operation of law that are described in one or more of paragraphs (d), (g), (h), (i), (k), (m) and (n) of the definition of “Permitted Liens” and that, in each case, would not materially interfere with the ability of the Security Trustee to enforce any Lien over the Collateral; and
(f) Liens incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries with respect to obligations that in total do not exceed £5,000,000 at any one time outstanding and that (i) are not incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business) and (ii) do not in the aggregate materially detract from the value of the property or materially impair the use thereof in the operation from the Company’s or such Restricted Subsidiary’s business.
“Permitted Debt” is defined in Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock).
“Permitted Investments” means:
(a) any Investment in the Company or in a Restricted Subsidiary of the Company;
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(b) any Investment in cash and Cash Equivalents;
(c) any Investment by the Company or any of its Restricted Subsidiaries in a Person, if as a result of such Investment:
(i) such Person becomes a Restricted Subsidiary of the Company; or
(ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;
(d) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Clause 1 (Asset Sales);
(e) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;
(f) any Investments received in compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including settlement of delinquent obligations pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of, or other foreclosure with respect to, any trade creditor or customer; or (ii) litigation, arbitration or other disputes with Persons who are not Affiliates;
(g) Investments in receivables owing to the Company or any of its Restricted Subsidiaries created or acquired in the ordinary course of business;
(h) Investments represented by Hedging Obligations;
(i) loans or advances to officers, directors or employees made in the ordinary course of business of the Company or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed £5,000,000 at any one time outstanding;
(j) repurchases of the Notes in accordance with section 8 (Payment and Prepayment of the Notes) of the Note Purchase Agreement;
(k) any Guarantee of Indebtedness permitted to be incurred under Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock);
(l) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the Closing Date; provided that the amount of any such Investment may be increased (i) as required by the terms of such Investment as in existence on the Closing Date or (ii) as otherwise permitted under this Agreement;
(m) Investments acquired after the Closing Date as a result of the acquisition by the Company or any of its Restricted Subsidiaries of another Person, including by way of a merger, amalgamation or consolidation with or into the Company or any of its Restricted Subsidiaries in a transaction that is not prohibited by Clause 7 (Merger, Consolidation, etc.) after the Closing Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;
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(n) Investments made with the Excluded Contributions;
(o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this paragraph (o) that are at the time outstanding not to exceed £50,000,000, provided that if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary of the Company and such Person subsequently becomes a Restricted Subsidiary of the Company or is subsequently designated a Restricted Subsidiary pursuant to Clause 10 (Designation of Restricted and Unrestricted Subsidiaries), such Investment, if applicable, shall thereafter be deemed to have been made pursuant to paragraph (c) of the definition of “Permitted Investments” and not this paragraph.
“Permitted Jurisdiction” means:
(a) the United Kingdom;
(b) the U.S. or any state thereof;
(c) Switzerland;
(d) Canada;
(e) the Cayman Islands; and
(f) any country that was a member of the European Union on April 30, 2004 (other than Greece Spain, Italy or Portugal).
“Permitted Liens” means:
(a) Liens in favor of the Obligors;
(b) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company or is merged with or into or consolidated with the Company or any of its Restricted Subsidiaries; provided that such Liens were in existence prior to the contemplation of such Person becoming a Restricted Subsidiary of the Company or such merger or consolidation and do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary of the Company or is merged with or into or consolidated with the Company or any of its Restricted Subsidiaries;
(c) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to such acquisition and not incurred in contemplation of, such acquisition;
(d) Liens to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers’ compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations);
(e) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by paragraph (d) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) covering only the assets acquired with or financed by such Indebtedness;
(f) Liens existing on the Closing Date;
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(g) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with IFRS has been made therefor;
(h) Liens imposed by law, such as carriers’, warehousemen’s, landlords’ and mechanics’
Liens, in each case, incurred in the ordinary course of business;
(i) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;
(j) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the Finance Documents; provided, however, that:
(i) the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and
(ii) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (A) the outstanding principal amount, or, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness and (B) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;
(k) bankers’ Liens, rights of setoff, Liens arising out of judgments or awards not constituting an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;
(l) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;
(m) Liens on specific items of inventory or other goods (and the proceeds thereof) of any
Person securing such Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(n) any interest or title of a lessor, licensor or sublicensee under any operating lease, license or sublicense, as applicable;
(o) Liens securing Hedging Obligations;
(p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
(q) Liens to secure Indebtedness permitted by paragraph (n) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock);
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(r) Liens to secure Indebtedness of New Holdco or any Restricted Subsidiaries that are Subsidiaries of New Holdco (including, without limitation, Sponsorship Newco) permitted by paragraph (b) of Clause 3.1 (Incurrence of Indebtedness and Issuance of Preferred Stock); and
(s) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary with respect to obligations (other than Indebtedness) that do not exceed £25,000,000 at any one time outstanding.
“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:
(a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees, commissions and expenses, including premiums, incurred in connection therewith);
(b) such Permitted Refinancing Indebtedness has a final maturity date not earlier than the final maturity date of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged, and has a Weighted Average Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;
(c) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the obligations under the Finance Documents, such Permitted Refinancing Indebtedness is subordinated in right of payment to the obligations under the Finance Documents on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and
(d) such Indebtedness is incurred either by an Obligor (if the Obligor was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged) or by the Restricted Subsidiary that was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and is guaranteed only by Persons who were obligors on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.
“Preferred Stock” means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.
“Principal” means the six lineal descendants of Malcom Glazer who are Avram Glazer, Joel Glazer, Bryan Glazer, Edward Glazer, Darcie Glazer Kassewitz and Kevin Glazer.
“Public Debt” means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act or (b) a private placement to institutional investors that is underwritten for resale in accordance with Rule 144A or Regulation S under the Securities Act, whether or not it includes registration
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rights entitling the holders of such debt securities to registration thereof with the SEC for public resale. The term Public Debt (x) shall not include the Notes and (y) for the avoidance of doubt, shall not be construed to include any Indebtedness issued to institutional investors in a direct placement of such Indebtedness that is not underwritten by an intermediary (it being understood that, without limiting the foregoing, a financing that is distributed to not more than 10 Persons (provided that multiple managed accounts and affiliates of any such Persons shall be treated as one Person for the purposes of this definition) shall be deemed not to be underwritten), or any Indebtedness under the Term Loan Facility, commercial bank or similar Indebtedness, Capital Lease Obligation or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a “securities offering” under the Securities Act.
“Public Equity Offering” means a bona fide underwritten public offering of the Capital Stock (other than Disqualified Stock) of the Company or a Parent Entity, either:
(a) pursuant to a flotation on the London Stock Exchange or any other nationally recognized stock exchange or listing authority in a member state of the European Union; or
(b) pursuant to an effective registration statement under the Securities Act (other than a registration statement on Form S-8 or otherwise relating to Equity Interests issued or issuable under any employee benefit plan).
“Public Market” means any time after:
(a) a Public Equity Offering has been consummated; and
(b) at least 20% of the total issued and outstanding ordinary shares or common equity of the Company or a Parent Entity has been distributed to investors other than the Principals or any of their respective Affiliates or any other direct or indirect shareholders of the Company as of the Closing Date pursuant to one or more Public Equity Offerings.
“Qualified Capital Stock” means Capital Stock other than Disqualified Stock.
“Related Party” means:
(a) Red Football Limited Partnership, a limited partnership formed in the State of Nevada, U.S.;
(b) the parents or spouse of a Principal, the parents of a Principal’s spouse and any of a Principal’s, his or her spouse’s or their parents’ direct descendants; or
(c) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, shareholders, partners, members, owners or Persons beneficially holding a 50.1 per cent. or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding paragraph (b).
“Relevant Equity” means new equity or Subordinated Shareholder Funding invested into the Restricted Group by any Principal or any Related Party or their respective Affiliates and applied within one Business Day of the date of such investment (provided that the Company shall use its reasonable endeavors to procure that it is applied on the same day) in prepayment, purchase, defeasance or redemption of the Notes, any Replacement Debt or other Term Debt).
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“Replacement Debt” means Permitted Refinancing Indebtedness where the proceeds are applied within one Business Day of incurrence of such Permitted Refinancing Indebtedness (provided that the Company shall use its reasonable endeavors to procure that it is applied on the same day) in prepayment, purchase, defeasance or redemption of (a) the Notes, the Existing Notes or any Term Debt; or (b) any Permitted Refinancing Indebtedness.
“Representative Deed” means the representative deed dated on or about the Closing Date between, among others, the Purchasers (as defined in the Note Purchase Agreement) and Structured Finance Management Limited as creditor representative thereunder.
“Restricted Group” means the Company and the Restricted Subsidiaries.
“Restricted Investment” means an Investment other than a Permitted Investment.
“Restricted Payment” is defined in Clause 2 (Restricted Payments).
“Restricted Subsidiary” means a Subsidiary of the Company other than an Unrestricted Subsidiary.
“SEC” means the Securities and Exchange Commission of the United States.
“Securities” or “Security” shall have the meaning specified in section 2(1) of the Securities Act.
“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in effect.
“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Issuer or other applicable Obligor.
“Senior Secured Indebtedness” means, as of any date of determination, the principal amount of any Indebtedness that is secured by a Lien and Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor.
“Specified Asset” means the Stadium and grounds and any real property related thereto.
“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Closing Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.
“Sterling” or “£” means the lawful currency of the United Kingdom.
“Sterling Equivalent” means, with respect to any monetary amount in a currency other than sterling, at any time of determination thereof by the Company or the Agent, the amount of sterling obtained by converting such currency other than sterling involved in such computation into sterling at the spot rate for the purchase of sterling with the applicable currency other than sterling as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Company) on the date of such determination.
“Subordinated Shareholder Funding” means, collectively, any funds provided to the Company by any Parent Entity or any Principal or Related Party, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, together with any such security, instrument or agreement and any other security or instrument other than Capital
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Stock issued in payment of any obligation under any Subordinated Shareholder Funding; provided that such Subordinated Shareholder Funding:
(a) does not (including upon the happening of any event) mature or require any amortization or other payment of principal prior to the first anniversary of the maturity of the Notes (other than through conversion or exchange of any such security or instrument for Qualified Capital Stock or for any other security or instrument meeting the requirements of the definition);
(b) does not (including upon the happening of any event) require the payment of cash interest prior to the first anniversary of the maturity of the Notes;
(c) does not (including upon the happening of any event) provide for the acceleration of its maturity nor confers on its shareholders any right (including upon the happening of any event) to declare a default or event of default or take any enforcement action, in each case, prior to the first anniversary of the maturity of the Notes;
(d) is not secured by a lien on any assets of the Company or a Restricted Subsidiary and is not guaranteed by any Subsidiary of the Company;
(e) is subordinated in right of payment to the prior payment in full in cash of the Facilities in the event of any default, bankruptcy, reorganization, liquidation, winding up or other disposition of assets of the Company at least to the same extent as the Subordinated Liabilities (as such term is defined in the Intercreditor Agreement) are subordinated to the Facilities under the Intercreditor Agreement;
(f) does not (including upon the happening of any event) restrict the payment of amounts due in respect of the Facilities, Notes or the BAML Facility or compliance by the Company with its obligations under the Note Documents, the Finance Documents and the Finance Documents (as defined in the BAML Facility Agreement);
(g) does not (including upon the happening of an event) constitute Voting Stock; and
(h) is not (including upon the happening of any event) mandatorily convertible or exchangeable, or convertible or exchangeable at the option of the holder, in whole or in part, prior to the first anniversary of the maturity of the Notes other than into or for Capital Stock (other than Disqualified Stock) of the Company;
provided, however, that any event or circumstance that results in such Indebtedness ceasing to qualify as Subordinated Shareholder Funding, such Indebtedness shall constitute an incurrence of such Indebtedness by the Company, and any and all Restricted Payments made through the use of the net proceeds from the incurrence of such Indebtedness since the date of the original issuance of such Subordinated Shareholder Funding shall constitute new Restricted Payments that are deemed to have been made after the date of the original issuance of such Subordinated Shareholder Funding.
“Subsidiary” means, with respect to any specified Person:
(a) any corporation, association or other business entity of which more than 50 per cent. of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
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(b) any partnership or limited liability company of which (i) more than 50 per cent. of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (ii) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.
“Tax” means any tax (whether income, documentary, sales, stamp, registration, issue, capital, property, excise or otherwise), duty, assessment, levy, impost, fee, charge or withholding imposed by a Governmental Authority, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Authority responsible for the imposition of any such tax. “Taxes” and “Taxation” shall be construed to have corresponding meanings.
“U.S. Dollar”, “Dollar” or “$” means the lawful currency of the United States of America.
“U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S. Dollars, at any time of determination thereof by the Company or the Agent the amount of U.S. Dollars obtained by converting such currency other than U.S. Dollars involved in such computation into U.S. Dollars at the spot rate for the purchase of U.S. Dollars with the applicable currency other than U.S. Dollars as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Company) on the date of such determination.
“Unrestricted Subsidiary” means (i) as of the Closing Date, MUTV and MU Interactive and (ii) any other Subsidiary of the Company (other than an Obligor or any successor to any of them) that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors in accordance with Clause 10 (Designation of Restricted and Unrestricted Subsidiaries), but only to the extent that such Subsidiary:
(a) has no Indebtedness other than Non-Recourse Debt;
(b) except as permitted under Clause 8 (Transactions with Affiliates), is not party to any agreement, contract, arrangement or understanding with the Company or any of its Restricted Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;
(c) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and
(d) has not guaranteed, pledged any of its Subsidiaries’ shares or other of its assets or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.
“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.
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“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:
(a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by
(b) the then outstanding principal amount of such Indebtedness.
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SCHEDULE 16
ADDITIONAL EVENTS OF DEFAULT
Defined terms used in this Schedule 16 shall bear the meanings given to them in Schedule 15 (Restrictive Covenants) unless the context requires otherwise. The provisions of this Schedule 16 are to be interpreted in accordance with the laws of the State of New York (without prejudice to the fact that this Agreement is governed by English law).
1. Events of Default
1.1 Each of the following will be an “Event of Default” under this Agreement:
(a) any member of the Restricted Group (i) admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction (other than a solvent liquidation or reorganisation of a Restricted Subsidiary that is not an Obligor or, for the avoidance of doubt, a Permitted Reorganisation on a solvent basis), (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing;
(b) a court or other Governmental Authority of competent jurisdiction, without consent by any member of the Restricted Group, enters an order appointing a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of any member of the Restricted Group, or any such petition shall be filed against any member of the Restricted Group and such petition shall not be dismissed within 60 days; or
(c) any event occurs with respect to any member of the Restricted Group which under the laws of any jurisdiction is analogous to any of the events described in paragraphs (a) or (b) above, provided that the applicable grace period, if any, which shall apply shall be the one applicable to the relevant proceeding which most closely corresponds to the proceeding described in paragraphs (a) or (b) above.
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SCHEDULE 17
FORM OF ADDITIONAL FACILITY LENDER ACCESSION NOTICE
To: [·] as Agent and [·] as Security Trustee
From: [Proposed Additional Facility Lender] (the “Additional Facility Lender”)
Dated:
Dear Sirs
Red Football Limited — £125,000,000 Revolving Facilities Agreement
dated 22 May 2015 (as amended and/or restated from time to time) (the “Facilities Agreement”)
We refer to the Facilities Agreement. This is an Additional Facility Lender Accession Notice for the purpose of the Facilities Agreement and a Creditor/Creditor Representative Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement).
1. [Name of Additional Facility Lender] (the “New Additional Facility Lender”) of [address/registered office] agrees to become an Additional Facility Lender and to be bound by the terms of the Facility Agreement as a Lender under [Details of relevant Additional Facility].
2. On the date the Additional Facility referred to above becomes effective (the “Commencement Date”):
(a) the New Additional Facility Lender shall become party to the Facilities Agreement as a Lender;
(b) the New Additional Facility Lender assumes all of the rights and obligations of a Lender in relation to the Additional Facility Commitments under the Facilities Agreement specified in the schedule to this Additional Facility Lender Accession Notice (the “Schedule”) in accordance with the terms of the Facilities Agreement; and
(c) the Additional Facility Lender shall become party to the Intercreditor Agreement as an RCF Lender (as defined therein).
3. The Facility Office and address, fax number and attention details for notices to the New Additional Facility Lender for the purposes of Clause 37.2 (Addresses) are set out in the Schedule.
4. [The New Additional Facility Lender confirms that it is not a member of the Group or an Unrestricted Subsidiary.]
5. We further refer to clause [21] (Changes to the Parties) to the Intercreditor Agreement. In consideration of the New Additional Facility Lender being accepted as an RCF Lender for the purposes of the Intercreditor Agreement (and as defined therein), the New Additional Facility Lender confirms that, as from the Commencement Date, it intends to be party to the Intercreditor Agreement as an RCF Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by an RCF Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.
6. [Other relevant details (if any)]
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7. The New Additional Facility Lender confirms in respect of any advance by such New Additional Facility Lender to a Borrower incorporated in the United Kingdom, for the benefit of the Agent and without liability to any Obligor, that it is:
(a) [a Qualifying Lender other than a UK Treaty Lender;]
(b) [a UK Treaty Lender;]
(c) [not a Qualifying Lender]. *
8. [The New Additional Facility Lender confirms in respect of any advance by such New Additional Facility Lender to a Borrower incorporated in the United Kingdom that the person beneficially entitled to interest payable to that New Additional Facility Lender in respect of an advance under a Finance Document is either:
(a) a company resident in the United Kingdom for United Kingdom tax purposes;
(b) a partnership each member of which is:
(i) a company so resident in the United Kingdom; or
(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or
(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.] (9)
9. [The New Additional Facility Lender confirms in respect of an advance by such New Additional Facility Lender to a Borrower incorporated in the United Kingdom that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [•]) and is tax resident in [•](10), so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax and requests that the Company notify:
(a) each Borrower which is a Party as a Borrower as at the Commencement Date; and
(b) each Additional Borrower which becomes an Additional Borrower the Commencement Date,
that it wishes that scheme apply to the Facilities Agreement.]
10. [The New Additional Facility Lender confirms in respect of an advance by such Lender to a Borrower incorporated in the U.S. that it [is]/[is not] a US Qualifying Lender].(11)
* Delete as applicable - each New Additional Facility Lender is required to confirm which of these three categories it falls within in respect of any advance by such Lender to a Borrower incorporated in the United Kingdom.
(9) Include only if the New Additional Facility Lender falls within paragraph (a)(ii) of the definition of Qualifying Lender in Clause 18.1 (Definitions).
(10) Insert jurisdiction of tax residence.
(11) Delete as applicable — Each New Additional Facility Lender is required to confirm which of these categories it falls within in respect of any advance by such Lender to a Borrower incorporated in the U.S..
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11. It is intended that this Additional Facility Lender Accession Notice takes effect as a deed notwithstanding the fact that a party may only execute this document under hand.
12. This Additional Facility Lender Accession Notice has been executed and delivered as a deed on the date stated at the beginning of this Additional Facility Lender Accession Notice and it and any non-contractual obligations arising out of or in connection with it are governed by English law.
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THE SCHEDULE
Relevant Additional Facility Commitment/rights and obligations to be assumed by the New Additional Facility Lender
[insert relevant details]
[Facility Office address, fax number and attention details for notices and account details for payments]
EXECUTED as a DEED
[New Additional Facility Lender]
By:
This Additional Facility Lender Accession Notice is accepted as an Additional Facility Lender Accession Notice for the purposes of the Facilities Agreement by the Agent, and as a [Creditor/Creditor Representative Accession Undertaking] for the purposes of the Intercreditor Agreement by the Security Trustee and the Commencement Date is confirmed as [·].
Agent
By:
Security Trustee
By:
13.
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SCHEDULE 18
ADDITIONAL FACILITY NOTICE
To: [·] as Agent
From: [The Company] [Borrower] [Additional Facility Lender]
Dated:
Dear Sirs
Red Football Limited — £125,000,000 Revolving Facilities Agreement
dated 22 May 2015 (as amended and/or restated from time to time) (the “Facilities Agreement”)
We refer to the Facilities Agreement. This is an Additional Facility Notice. Terms defined in the Facilities Agreement have the same meaning in this Additional Facility Notice unless given a different meaning in this Additional Facility Notice.
1. We wish to establish an Additional Facility on the following terms:
(a) Borrower(s):
(b) Additional Facility Lender(s):
(c) Amount (£):
(d) Margin (including any applicable margin ratchet):
(e) Termination Date:
(f) Currency/currencies of utilisation:
(g) Additional Facility Commencement Date:
[together with any other information, requests or directions included at the option of the Company.]
2. The proposed Additional Facility Lender(s) [is]/[are] not a member of the Group or an Unrestricted Subsidiary.
3. On the [date the Additional Facility referred to above becomes effective]/[Additional Facility Commencement Date], the Additional Facility Lender assumes all of the rights and obligations of a Lender in relation to the Additional Facility Commitments under the Facilities Agreement specified in the Schedule to this Additional Facility Notice in accordance with the terms of the Facilities Agreement.
4. It is intended that this document takes effect as a deed notwithstanding the fact that a party may only execute this document under hand.
5. This Additional Facility Lender Accession Notice has been executed and delivered as a deed on the date stated at the beginning of this Additional Facility Lender Accession Notice and it and any non-contractual obligations arising out of or in connection with it are governed by English law..
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THE SCHEDULE
Relevant Additional Facility Commitment/rights and obligations to be assumed by the Additional Facility Lender
[insert relevant details]
[Facility Office address, fax number and attention details for notices and account details for payments]
EXECUTED as a DEED
[Additional Facility Lender]
By:
This Agreement is accepted as an Additional Facility Notice for the purposes of the Facilities Agreement by the Agent and the Commencement Date is confirmed as [·].
Agent
By:
Security Trustee
By:
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SCHEDULE 19
FORM OF SUBSTITUTE AFFILIATE LENDER DESIGNATION NOTICE
To: [ ] (as Agent); and
[[ ] (as Security Trustee)]
for itself and each of the other parties to the Facilities Agreement and the Intercreditor Agreement referred to below.
Copy: [The Company]
From: [Designating Lender] (the “Designating Lender”)
Countersigned by [Substitute Affiliate Lender] (the “Substitute Affiliate Lender”)
Dated: [·]
Dear Sirs
Red Football Limited — £125,000,000 Revolving Facilities Agreement
dated 22 May 2015 (as amended and/or restated from time to time) (the “Facilities Agreement”)
1. We refer to the Facilities Agreement and to the Intercreditor Agreement. Terms defined in the Facilities Agreement have the same meaning in this Substitute Affiliate Lender Designation Notice.
2. We hereby designate our Affiliate details of which are given below as a Substitute Affiliate Lender in respect of any Loans required to be advanced to [specify name of borrower or refer to all borrowers in a particular jurisdiction etc.] (“Designated Loans”).
3. The Substitute Affiliate Lender confirms in respect of any advance by such Substitute Affiliate Lender to a Borrower incorporated in the United Kingdom, for the benefit of the Agent and without liability to any Obligor, that it is:
(a) [a Qualifying Lender other than a UK Treaty Lender;]
(b) [a UK Treaty Lender];
(c) [not a Qualifying Lender]. (12)
4. [The Substitute Affiliate Lender confirms in respect of any advance by such Substitute Affiliate Lender to a Borrower incorporated in the United Kingdom that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:
(a) a company resident in the United Kingdom for United Kingdom tax purposes;
(b) a partnership each member of which is:
(i) a company so resident in the United Kingdom; or
(12) Delete as applicable — each Substitute Affiliate Lender is required to confirm which one or more of these categories it falls within in respect of any advance by such Lender to a Borrower incorporated in the United Kingdom.
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(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or
(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.] (13)
5. [The Substitute Affiliate Lender confirms in respect of an advance by such Substitute Affiliate Lender to a Borrower incorporated in the United Kingdom that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [·]) and is tax resident in [·](14), so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax and requests that the Company notify:
(a) each Borrower which is a Party as a Borrower as at the date of this Substitute Affiliate Lender Designation Notice; and
(b) each Additional Borrower which becomes an Additional Borrower after the date of this Substitute Affiliate Lender Designation Notice,
that it wishes that scheme apply to the Facilities Agreement.](15)
6. [The Substitute Affiliate Lender confirms in respect of an advance by such Lender to a Borrower incorporated in the U.S. that it [is]/[is not] a US Qualifying Lender].
7. The details of the Substitute Affiliate Lender are as follows:
Name:
Facility Office:
Fax Number:
Attention:
Jurisdiction of Incorporation
8. By countersigning this notice below the Substitute Affiliate Lender agrees to become a Substitute Affiliate Lender in respect of Designated Loans as indicated above and agrees to be bound by the terms of the Facilities Agreement and the Intercreditor Agreement accordingly.
9. This Designation Notice and any non-contractual obligations arising out of or in connection with it are governed by English law.
(13) Include only if Substitute Affiliate Lender falls within paragraph (a)(ii) of the definition of Qualifying Lender in Clause 18.1 (Definitions).
(14) Insert jurisdiction of tax residence.
(15) Include if the Substitute Affiliate Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Facilities Agreement.
271
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For and on behalf of
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[Designating Lender]
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272
SCHEDULE 20
FORM OF INCREASE CONFIRMATION
To: [·] as Agent and as Security Trustee, [·] as Issuing Bank and [·] as Company, for and on behalf of the Company and each Obligor
From: [the Increase Lender] (the “Increase Lender”)
Dated:
Red Football Limited — £125,000,000 Revolving Facilities Agreement
dated 22 May 2015 (as amended and/or restated from time to time) (the “Facilities Agreement”)
1. We refer to the Facilities Agreement and particularly Clause 2.2 (Increase) of the Facilities Agreement and to the Intercreditor Agreement (as defined in the Facilities Agreement). This is an Increase Confirmation. This agreement (the “Agreement”) shall take effect as an Increase Confirmation for the purpose of the Facilities Agreement [and as a Creditor/Creditor Representative Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement)]. Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.
2. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the “Relevant Commitment”) as if it was an Original Lender under the Facilities Agreement.
3. The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the “Increase Date”) is [·].
4. On the Increase Date, the Increase Lender becomes:
(a) party to the relevant Finance Documents (other than the Intercreditor Agreement) as a Lender; and
(b) party to the Intercreditor Agreement as a RCF Lender (as defined therein).
5. The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 37.2 (Addresses) are set out in the Schedule.
6. The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in paragraph (f) of Clause 2.2 (Increase).
7. The Increase Lender confirms, in respect of any advance by such Lender to a Borrower incorporated in the United Kingdom, for the benefit of the Agent and without liability to any Obligor, that it is:
(a) [a Qualifying Lender (other than a UK Treaty Lender);]
(b) [not a Qualifying Lender; or]
(c) [a UK Treaty Lender.] *
* Delete as applicable - each Increase Lender is required to confirm which of these three categories it falls within in respect of any advance by such Lender to a Borrower incorporated in the United Kingdom.
273
8. [The Increase Lender confirms in respect of any advance by such Lender to a Borrower incorporated in the United Kingdom, that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:
(a) a company resident in the United Kingdom for United Kingdom tax purposes;
(b) a partnership each member of which is:
(i) a company so resident in the United Kingdom;
(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or
(iii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.] (16)
9. [The Increase Lender confirms in respect of any advance by such Lender to a Borrower incorporated in the United Kingdom, that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [ ]) and is tax resident in [ ]*, so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax and requests that the Company notify:
(a) each Borrower which is a Party as a Borrower as at the Increase Date; and
(b) each Additional Borrower which becomes an Additional Borrower after the Increase Date,
that it wishes that scheme to apply to the Facilities Agreement.]**
10. [The Increase Lender confirms in respect of an advance by such Lender to a Borrower incorporated in the U.S. that it [is]/[is not] a US Qualifying Lender]. (17)
11. The Increase Lender confirms that it is not an Investor Affiliate.
12. The Increase Lender confirms that it [is]/[is not]** a Non-Acceptable L/C Lender.
(16) Include only if Increase Lender falls within paragraph (a)(ii) of the definition of Qualifying Lender in Clause 18.1 (Definitions).
* Insert jurisdiction of tax residence.
** Include if the Increase Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Facilities Agreement.
(17) Delete as applicable — Each New Lender is required to confirm which of these categories it falls within in respect of any advance by such Lender to a Borrower incorporated in the U.S..
274
13. [We further refer to clause [21] (Changes to the Parties) of the Intercreditor Agreement. In consideration of the Increase Lender being accepted as a RCF Lender for the purposes of the Intercreditor Agreement (and as defined therein), the Increase Lender confirms that, as from the Increase Date, it intends to be party to the Intercreditor Agreement as a RCF Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a RCF Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.]
14. This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
15. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
Note: The execution of this Increase Confirmation may not be sufficient for the Increase Lender to obtain the benefit of the Transaction Security in all jurisdictions. It is the responsibility of the Increase Lender to ascertain whether any other documents or other formalities are required to obtain the benefit of the Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.
THE SCHEDULE
Relevant Commitment/rights and obligations to be assumed by the Increase Lender
[insert relevant details]
[Facility Office address, fax number and attention details for notices and account details for payments]
[Increase Lender]
By:
This Agreement is accepted as an Increase Confirmation for the purposes of the Facilities Agreement by the Agent [and the Issuing Bank], and as a Creditor/Creditor Representative Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Trustee and the Increase Date is confirmed as [·].
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Agent
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[Issuing Bank
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By:
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By:
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]**
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Security Trustee
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By:
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]
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NOTES:
** Delete as applicable.
275
SIGNATURES
[Signature pages not restated]
276
SCHEDULE 21
SCREEN RATE CONTINGENCY PERIODS
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Screen Rate
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Period
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LIBOR
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One Month
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EURIBOR
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One Month
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277
EXECUTION PAGES
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THE COMPANY
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EXECUTED AS A DEED BY
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RED FOOTBALL LIMITED for and on behalf of itself and each Obligor
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By:
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/s/ Joel Glazer
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Name:
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Joel Glazer
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Title:
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Director
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Witness
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/s/ Jamie Winnick
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signature of witness
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Jamie Winnick
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name of witness
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2 State Street, Rochester, NY, 14614
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address of witness
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Attorney
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occupation
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THE AGENT
For and on behalf of
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY
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By:
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/s/ Kevin Day
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Name:
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Kevin Day
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Title:
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Vice President
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[First Amendment and Restatement Agreement – Signature Page]
THE LENDERS
For and on behalf of
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY as Continuing Lender and Increased Lender
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By:
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/s/ Joanne Hilliard
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Name:
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Joanne Hilliard
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Title:
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Vice President
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For and on behalf of
NATIONAL WESTMINSTER BANK PLC as Continuing Lender and Increased Lender
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By:
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/s/ Jonathan Phillips
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Name:
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Jonathan Phillips
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Title:
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Associate Director
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For and on behalf of
DEUTSCHE BANK AG, LONDON BRANCH as Continuing Lender
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By:
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/s/ Alastair Macdonald
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/s/ David Garcia-Capel
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Name:
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Alastair Macdonald
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David Garcia-Capel
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Title:
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Managing Director
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Director
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For and on behalf of
CREDIT SUISSE AG, LONDON BRANCH as Exiting Lender
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By:
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/s/ Alice Jiang
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/s/ Brian Fitzgerald
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Name:
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Alice Jiang
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Brian Fitzgerald
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Title:
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Authorised Signatory
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Authorised Signatory
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For and on behalf of
NOMURA INTERNATIONAL PLC as Exiting Lender
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By:
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/s/ Ashish Keyal
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Name:
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Ashish Keyal
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Title:
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Managing Director
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[First Amendment and Restatement Agreement – Signature Page]
Exhibit 4.8
Handbook Season 2019/ 20
The Football Association Premier League Limited Season 2019/20 Board of Directors Claudia Arney (Interim Chair) Richard Masters (Interim Chief Executive) Kevin Beeston (Non-Executive Director) Auditors Deloitte LLP 1 New Street Square London EC4A 3BZ Bankers Barclays Bank plc 27th Floor 1 Churchill Place London E14 5HP Registered Office 30 Gloucester Place London W1U 8PL Regd. No. 02719699 Telephone 020 7864 9000 Website www.premierleague.com Published by The Football Association Premier League Limited © The Football Association Premier League Limited 2019
Premier League Chairmen’s Charter Season 2019/20 Foreword The Chairmen’s Charter is a statement of our commitment and aim to run Premier League football to the highest possible standards in a professional manner and with the utmost integrity. With that aim we, the Chairmen of the Clubs in membership of the Premier League, are determined: • To conduct our respective Club’s dealings with the utmost good faith and honesty. • At all times to maintain a Rule book which is comprehensive, relevant and up-to-date. • To adopt disciplinary procedures which are professional, fair and objective. • To submit to penalties which are fair and realistic. • To secure the monitoring of and compliance with the Rules at all times. The Charter The Chairmen’s Charter sets out our commitment to run Premier League football to the highest possible standards and with integrity. We will ensure that our Clubs: • Behave with the utmost good faith and honesty to each other, do not unjustly criticise or disparage one another and maintain confidences. • Will comply with the laws of the game and take all reasonable steps to ensure that the Manager, his staff and Players accept and observe the authority and decisions of Match Officials at all times. • Follow Premier League and FA Rules not only to the letter but also to their spirit, and will ensure that our Clubs and Officials are fully aware of such rules and that we have effective procedures to implement the same. • Will respect the contractual obligations and responsibilities of each other’s employees and not seek to breach these or to make illegal approaches. • Will discharge their financial responsibilities and obligations to each other promptly and fully and not seek to avoid them. • Will seek to resolve differences between each other without recourse to law.
Club Directory Fixtures Rules Premier League Rules Premier League Forms Youth Development Rules Youth Development Forms Appendices to the Rules 77 255 349 443 481 Match Officials Memorandum & Articles of Association Miscellaneous Statistics 575 547 519 513 61 43 01
[LOGO]
Club Directory
AFC Bournemouth Vitality Stadium Dean Court Bournemouth BH7 7AF Main Switchboard: 0344 576 1910 Ticket Office: 0344 576 1910 www.afcb.co.uk Chairman Jeff Mostyn Head of Academy Coaching and Development Bruce Suraci Chief Executive Neill Blake Finance Director David Holiday 01202 726321 Club Secretary Neil Vacher Manager Eddie Howe Commercial Director Rob Mitchell 01202 726322 Head of Ticketing Dan Clarke 01202 726331 General Manager Elizabeth Finney Academy Manager Joe Roach Home kit Alternative kit 1 Alternative kit 2 Colours: Shirts: Red and Black stripes / Shorts: Black / Socks: Black with red trim Colours: Shirts: Evening Blue with Pink trim / Shorts: Evening Blue with Colours: Shirts: Sharp Green / Shorts: Navy with Sharp Green trim / Pink trim / Socks: Evening blue Socks: Sharp Green 3
Head of Media and Communications Anthony Marshall 01202 726312 Shirt Sponsor M88 Kit Manufacturer Umbro Head of Safeguarding Steve Thorpe 01202 726329 Ground Capacity at start of the Season 11,364 Supporter Liaison Officer Elizabeth Finney 01202 726309 Safety Officer Alan Jones Disability Access Officer Alice Jeans 01202 726311 Pitch Dimensions Length: 105 metres Width: 68 metres Directors Jeff Mostyn (Chairman) Neill Blake (Chief Executive) Nick Rothwell Rico Seitz Official Company Name and Number AFC Bournemouth Limited No. 6632170 Team Doctor Dr Craig Roberts MBChB (UCT) MPhil (Sports and Exercise Medicine) (UCT) Head Physiotherapist Steve Hard BSc (Hons) MSST, MCSP, SRP Head Groundsman Ian Lucas NVQ Level 3 Sports Turf Management Home Goalkeeper Goalkeeper Alt kit 1 Goalkeeper Alt kit 2 Colours: Shirts: Yellow / Shorts: Yellow / Socks: Yellow Colours: Shirts: Dark Orange / Shorts: Dark Orange / Socks: Dark Orange Colours: Shirts: Meadow Green / Shorts: Meadow Green / Socks: Meadow Green 4 Club Directory: AFC Bournemouth
Arsenal Highbury House 75 Drayton Park London N5 1BU Main Switchboard: 020 7619 5003 Contact Centre / Ticket Office: 020 7619 5000 Credit Card Bookings: 0844 277 3625 www.arsenal.com Chairman Sir Chips Keswick Chief Financial Officer Stuart Wisely Commercial Director Peter Silverstone Managing Director Vinai Venkatesham Head of Football Raúl Sanllehi Company Secretary David Miles Head Coach Unai Emery Communications Director and Community Affairs Mark Gonnella General Counsel Svenja Geissmar Operations Director Hywel Sloman Assistant Head Coaches Juan Carlos Carcedo Freddie Ljungberg Ticketing and Services Director Ivan Worsell Academy Manager Per Mertesacker Media, Marketing and CRM Director Michael Leavey Home kit Alternative kit 1 Alternative kit 2 Colours: Shirts: Red and White / Shorts: White / Socks: White Colours: Shirts: Yellow / Shorts: Blue / Socks: Yellow Colours: Shirts: Blue / Shorts: Black / Socks: Blue 5
Director of Football Operations Huss Fahmy Shirt Sponsor Emirates Kit Manufacturer adidas People Director Karen Ann Josephides Stadium and Facilities Director John Beattie Supporter Liaison Officer Mark Brindle Disability Access Officer Alun Francis Ground Capacity at start of the Season 60,704 Pitch Dimensions Length: 105 metres Width: 68 metres Directors Sir Chips Keswick (Chairman) Stanley Kroenke Ken Friar OBE Richard Carr Lord Harris of Peckham Josh Kroenke Event Safety and Security Manager Sharon Cicco Medical Director Dr Gary O’Driscoll MBBS, BSc, DipSEM, FFSEM(Ire) Grounds Manager, Stadium and Hale End Paul Ashcroft National Diploma in Turf, Science and Grounds Management Official Company Name and Number The Arsenal Football Club Plc No. 109244 Managing Editor (Publications) Andy Exley Home Goalkeeper Goalkeeper Alt kit 1 Goalkeeper Alt kit 2 Colours: Shirts: Dark Green / Shorts: Dark Green / Socks: Dark Green Colours: Shirts: Light Blue / Shorts: Light Blue / Socks: Light Blue Colours: Shirts: Lime Green / Shorts: Lime Green / Socks: Lime Green 6 Club Directory: Arsenal
Aston Villa Villa Park Birmingham B6 6HE Main Switchboard: 0121 327 2299 Ticket Office No: 0333 323 1874 postmaster@avfc.co.uk www.avfc.co.uk Executive Chairman Nassef Sawiris Finance Director Ian Hopson Chief Commercial Officer Nicola Ibbetson Co Chairman Wesley Edens Chief Executive Christian Purslow Club Secretary Sharon Barnhurst Manager Dean Smith Communications Director Tommy Jordan Managing Editor Paul Brown Marketing Manager Adam Lowe Academy Manager Mark Harrison Head of Ticketing Operations Lynne O’Reardon Home kit Alternative kit 1 Colours: Shirts: Claret body with Sky Blue sleeves / Shorts: White / Socks: Sky Blue Colours: Shirts: Sky Blue Shorts: Claret / Socks: Claret 7
Head of Facilities and Estates Troy Griffin Head Groundsman Karl Prescott NVQ Level 1,2,3 4 Sports Turf and NVQ level 4 in Sports Turf Management Shirt Sponsor W88 Head of Foundation and Community Partnerships Guy Rippon Head of Security and Crowd Safety Keith Wiseman Football Operations and Project Manager Lee Preece Disability Access Officer Sheila Maybury Kit Manufacturer Kappa Ground Capacity at start of the Season 42,095 Pitch Dimensions Length: 105 metres Width: 68 metres Directors Nassef Sawiris Wesley Edens Christian Purslow Jian Tong Xia Head of Safeguarding and Welfare Maggie Martin Team Doctor Dr Ricky Shamji MBChB, MRCGP, FFSEM (UK), DipSEM (UK), DFSRH Physiotherapist Alan Smith BSc (Hons) Physiotherapy and AACP Acupuncture Association of Chartered Physiotherapy Official Company Name and Number Aston Villa FC Limited No. 2502822 Home Goalkeeper Goalkeeper Alt kit 1 Colours: Shirts: Black / Shorts: Black / Socks: Black Colours: Shirts: Yellow / Shorts: Yellow / Socks: Yellow 8 Club Directory: Aston Villa
Brighton & Hove Albion The American Express Community Stadium Village Way, Falmer Brighton, East Sussex BN1 9BL Main Switchboard: 0344 324 6282 Ticket Office No: 0844 3271901 supporter.services@bhafc.co.uk www.brightonandhovealbion.com Chairman Tony Bloom Ticket Office Manager Joel Spicer 01273 647251 Head of Media and Communications Paul Camillin 07747 773692 Chief Executive and Deputy Chairman Paul Barber Club Secretary Mark Dennis 07523 870280 Manager Graham Potter Academy Manager John Morling Technical Director Dan Ashworth Head of Commercial Russell Wood 07879 428274 General Counsel Alex Henderson 07791 699920 Finance and Operations Director David Jones 01273 647252 Home kit Alternative kit 1 Alternative kit 2 Colours: Shirts: Blue and White Stripes / Shorts: Navy / Socks: White Colours: Shirts: Black / Shorts: Black / Socks: Black Colours: Shirts: Green / Shorts: White / Socks: Black 9
Supporter Liaison Officer Sarah Gould 0344 324 6282 Head of Safety & Security Adrian Morris 01273 878234 Shirt Sponsor American Express Kit Manufacturers Nike Ground Capacity at start of the Season 30,750 Albion in the Community Chairman Martin Perry 01273 878248 Pitch Dimensions Length: 105 metres Width: 68 metres Directors Tony Bloom (Chairman) Paul Barber (Chief Executive) Ray Bloom Derek Chapman Robert Comer Adam Franks Peter Godfrey David Jones (Finance Director) Martin Perry (Executive Director) Marc Sugarman Michelle Walder Disability Liaison Officer To be advised Head of Medical Services Adam Brett BSc (Hons) Sports Science, BSc (Hons) Physiotherapy, MSc Sports Physiotherapy, MCSP, MACPSEM (Gold Level) Team Doctor Dr. Stephen Lewis BSc (Hons), MBBS, AFRCSEd, MScSEM, MFSEM (UK), PGDipMedUS Official Company Name and Number The Brighton and Hove Albion Football Club Limited No. 81077 Groundsman Steve Winterburn IOG Diploma (Intermediate) Home Goalkeeper Goalkeeper Alt kit 1 Goalkeeper Alt kit 2 Colours: Shirts: Green Strike / Shorts: Green Strike / Socks: Green Strike Colours: Shirts: Tour Yellow / Shorts: Tour Yellow / Socks: Tour Yellow Colours: Shirts: Black / Shorts: Black / Socks: Black 10 Club Directory: Brighton & Hove Albion
Burnley Turf Moor Harry Potts Way Burnley Lancashire BB10 4BX General Enquiries: 01282 446800 Ticket Hotline: 0844 807 1882 info@burnleyfc.com www.burnleyfc.com Chairman Mike Garlick Academy Manager Jonathan Pepper Financial Controller Ian Hargreaves 01282 704714 Chief Executive David Baldwin Technical Director Mike Rigg Head of Football Operations / Club Secretary Matt Williams Manager Sean Dyche Director of Commercial Affairs Anthony Fairclough 01282 700007 Marketing and Operations Manager Nick Taylor 01282 704717 Ticket Office Manager Elaine Clare 01282 700020 Assistant Manager Ian Woan Home kit Alternative kit 1 Alternative kit 2 Colours: Shirts: Claret / Shorts: White / Socks: White Colours: Shirts: Sky Blue / Shorts: Sky Blue / Socks: Sky Blue Colours: Shirts: Teal / Shorts: Black / Socks: Teal 11
Stadium and Operations Manager / Disability Access Officer Doug Metcalfe 01282 700021 Shirt Sponsor LoveBet Kit Manufacturer Umbro Ground Safety Officer Cliff Edens 01282 700019 Ground Capacity at start of the Season 21,944 Pitch Dimensions Length: 105 metres Width: 68 metres Directors Mike Garlick (Chairman) John Banaszkiewicz Brendan Flood Barry Kilby Clive Holt Brian Nelson Terry Crabb Media and Publications Manager Darren Bentley 01282 704701 Supporter Liaison Officer To be advised Medical Officer Dr Simon Morris M.B., Ch.B., Dip SEM, AREA Course Head Physiotherapist Alasdair Beattie BSc Hons Physiotherapy, MCSP, SRP AREA Course Official Company Name and Number Burnley Football & Athletic Company Limited (The) No. 54222 Stadium Head Groundsman Paul Bradshaw NVQ3 Sports Turf Management Home Goalkeeper Goalkeeper Alt kit 1 Goalkeeper Alt kit 2 Colours: Shirts: Carbon Grey / Shorts: Carbon Grey / Socks: Carbon Grey Colours: Shirts: Blazing Yellow / Colours: Shirts: Cherry Red/ Shorts: Blazing Yellow / Socks: Blazing Yellow Shorts: Cherry Red / Socks: Cherry Red 12 Club Directory: Burnley
Chelsea Stamford Bridge Fulham Road London SW6 1HS Correspondence Address: 60 Stoke Road, Stoke D’Abernon, Cobham, Surrey, KT11 3PT Main Switchboard: 0371 811 1955 Call Centre / Ticket Sales: 0371 811 1905 enquiries@chelseafc.com www.chelseafc.com Chairman Bruce Buck Head of Youth Development Neil Bath Member of Board of Directors in Charge of Football Marina Granovskaia Director of Communications and Public Affairs Steve Atkins 01932 596 108 Chief Executive Officer Guy Laurence Director of Football Operations David Barnard Director of Finance Paul Ramos 020 7565 1472 First Team Doctor Dr Dimitris Kalogiannidis MBBS, MRCEM, FRCEM, MSc SEM Head Coach Frank Lampard Home kit Alternative kit 1 Colours: Shirts: Rush Blue and Loyal Blue / Shorts: Rush Blue / Socks: White Colours: Shirts: White with Rush Blue and Pimento Red Trim / Shorts: White / Socks: Rush Blue with White and Pimento Red Trim 13
Head Physiotherapist Jason Palmer BPHTY, BHMS (Ed) Hons, MCSP Head Groundsman Jason Griffin NVQ Levels 1 & 2 Shirt Sponsor Yokohama Tyres Kit Manufacturer Nike Ground Capacity at start of the Season 40,834 Safety Officer Chris Baker (acting) 020 7957 8267 Pitch Dimensions Length: 103 metres Width: 67.5 metres Directors Bruce Buck Marina Granovskaia Eugene Tenenbaum Guy Laurence David Barnard Head of Ticketing and Supporter Liaison Officer Graham Smith 020 7958 2166 Disability Access Officer Bob Flatau 020 7565 1474 Official Company Name and Number Chelsea Football Club Limited No. 01965149 Head of Ticket Operations Kelly Webster 020 7915 1941 Facilities Manager Jamie Gray 020 7386 3375 Publications Editor Richard Godden, Reach Sport 020 7958 2172 Home Goalkeeper Goalkeeper Alt kit 1 Colours: Shirts: University Gold / Shorts: University Gold / Socks: University Gold Colours: Shirts: Hyper Jade / Shorts: Hyper Jade / Socks: Hyper Jade 14 Club Directory: Chelsea
Crystal Palace Selhurst Park Stadium London SE25 6PU Main Switchboard: 020 8768 6000 Ticket Office: 0871 200 0071 info@cpfc.co.uk www.cpfc.co.uk Chairman Steve Parish Chief Financial Officer Sean O’Loughlin 020 8768 6030 Chief Executive Officer Phil Alexander Club Secretary Christine Dowdeswell Head of Content and Production James Woodroof 020 8768 6083 Head of Consumer Sales Mike Pink 07903 593836 Head of Ticketing Paul McGowan 0208 768 6084 Manager Roy Hodgson Assistant Manager Ray Lewington Academy Director Gary Issott Home kit Alternative kit 1 Alternative kit 2 Colours: Shirts: Red and Blue Stripe / Shorts: Blue / Socks: Blue with Red Band Colours: Shirts: Black with Red Colours: Shirts: White with and Blue Vertical Stripe / Shorts: Black / Socks: Black Red and Blue Diagonal Stripe / Shorts: White / Socks: White with Blue band 15
Stadium Manager Kevin Corner 020 8634 5429 Production Manager Terry Byfield 020 8768 6020 Shirt Sponsor ManBetX Operations Director Sharon Lacey 020 8634 5416 Kit Manufacturer PUMA Supporter Liaison Officer Nicola Gibbons 020 8634 5114 Disability Access Officer Guy Wickett 020 8768 6000 Head of Sports Medicine Dr Zafar Iqbal MBBS, BSc, DCH, DRCOG, MRCGP, MSc (SEM), MFSEM (UK), DIP PCR Ground Capacity at start of the Season 25,486 Pitch Dimensions Length: 101 metres Width: 68 metres Directors Steve Parish David Blitzer Joshua Harris Official Company Name and Number CPFC Limited No. 7270793 Head of Grounds and Estates Bruce Elliot 020 8768 6000 Commercial Director Barry Webber 020 8634 6053 Press Officer Harriet Edkins 0208 634 5262 Home Goalkeeper Goalkeeper Alt kit 1 Colours: Shirts: Green / Shorts: Green / Socks: Green Colours: Shirts: Pink / Shorts: Pink / Socks: Pink 16 Club Directory: Crystal Palace
Everton Goodison Park Goodison Road Liverpool L4 4EL Correspondence Address: 7th Floor, Royal Liver Building, Pier Head, Liverpool Waterfront, Liverpool, L3 1HU Main Switchboard: 0151 556 1878 Ticket Office: 0151 556 1878 Credit Card Bookings: 0151 556 1878 everton@evertonfc.com www.evertonfc.com Chairman Bill Kenwright CBE Academy Director Joel Waldron Chief Executive Dr Denise Barrett-Baxendale MBE BA (Hons) MBA, EdD, FRSA Club Secretary / Director of Football Operations David Harrison Finance Director Grant Ingles Director of Marketing, Communications and Community Richard Kenyon Head of Marketing and Ticketing Tom Rowell Manager Marco Silva Community Chief Executive Richard Kenyon Assistant Manager Luis Boa Morte Home kit Alternative kit 1 Colours: Shirts: Blue / Shorts: White / Socks: White Colours: Shirts: Coral / Shorts: Teal / Socks: Coral 17
Head of Stadium Safety and Security David Lewis Shirt Sponsor SportPesa Kit Manufacturer Umbro Operations Director Alan Bowen Head of Communications and Engagement Scott McLeod Supporter Liaison Officer Rachel Meikle Access Advisor Rachael Lomax Ground Capacity at start of the Season 39,414 Pitch Dimensions Length: 100.48 metres Width: 68 metres Directors Bill Kenwright CBE (Chairman) Keith Harris (Deputy Chairman) Jon Woods Alexander Ryazantsev Dr Denise Barrett-Baxendale (Chief Executive) Marcel Brands (Director of Football) Club Doctor John Hollingsworth Bsc MB ChB, FRCSEd (A&E) FRCEM, Dip SEM Head of Therapy Services Daniel Donachie BSc (Hons), CSP, HCPC Head Groundsman Bob Lennon OND, NDH, RHS Official Company Name and Number The Everton Football Club Company Limited No. 36624 Broadcast and Publications Manager Darren Griffiths Home Goalkeeper Goalkeeper Alt kit 1 Colours: Shirts: Green / Shorts: Green / Socks: Green Colours: Shirts: Yellow / Shorts: Yellow / Socks: Yellow 18 Club Directory: Everton
Leicester City King Power Stadium Filbert Way Leicester LE2 7FL Main Switchboard: 0344 815 5000 Ticket Office No: 0344 815 5000 Option 1 Credit Card Bookings: 0344 815 5000 Options 1, 2 & 3 www.lcfc.com Vice Chairman Aiyawatt Srivaddhanaprabha Manager Brendan Rodgers Assistant Manager Chris Davies Chief Executive Susan Whelan 0116 229 4523 Academy Manager Ian Cawley 0116 222 8548 Director of Football Jon Rudkin 0116 222 8586 Football Operations Director Andrew Neville 0116 291 5154 Finance Director Simon Capper 0116 229 4737 Home kit Alternative kit 1 Alternative kit 2 Colours: Shirts: Bold Blue and Dark Gold / Shorts: White / Socks: Bold Blue and Dark Gold Colours: Shirts: True Pink and Black / Shorts: Black and True Pink / Socks: True Pink Colours: Shirts: Dark Grey Heather, Solid Grey and White / Shorts: Dark Grey Heather, Solid Grey and White / Socks: Black and White 19
Operations Director Kevin Barclay 0116 229 4442 Shirt Sponsor King Power Kit Manufacturer adidas Safety Officer Ian Coulton 0116 229 4443 Ground Capacity at start of the Season 32,261 Ticketing Manager Vishal Dayal 0116 229 4400 Communications Director Anthony Herlihy 0116 229 4931 Supporter Liaison and Disability Access Officer Jim Donnelly 0116 229 4555 Pitch Dimensions Length: 105 metres Width: 68 metres Directors Aiyawatt Srivaddhanaprabha (Vice Chairman) Shilai Liu (Vice Chairman) Susan Whelan (Chief Executive) Apichet Srivaddhanaprabha (Executive Director) Team Doctor Dr Ian Patchett MB Ch B Dip. Sport Med Official Company Name and Number Leicester City Football Club Limited No. 4593477 Head Physiotherapist Dave Rennie PhD, BSc (Hons), MCSP, HCPC Grounds Manager John Ledwidge NVQ Level 3 Sports Turf Management Home Goalkeeper Goalkeeper Alt kit 1 Goalkeeper Alt kit 2 Colours: Shirts: Black / Shorts: Black and White / Socks: Black and White Colours: Shirts: Clear Grey and Black / Shorts: Clear Grey and Black / Socks: Clear Grey and Black Colours: Shirts: Collegiate Gold and Black / Shorts: Collegiate Gold and Black / Socks: Collegiate Gold and Black 20 Club Directory: Leicester City
Liverpool Anfield Road Anfield Liverpool L4 0TH Correspondence Address: PO Box 1959, Liverpool L69 3JL Main Switchboard: 0151 263 2361 Ticket Office / Booking Line: 0843 170 5555 Customer Services / Memberships: 0843 170 5000 customerservices@liverpoolfc.com www.liverpoolfc.com Chairman Tom Werner Chief Operating Officer Andy Hughes 0151 264 2305 Chief Commercial Officer Billy Hogan 0203 713 4901 Chief Executive Officer Peter Moore Club Secretary Danny Stanway Manager Jurgen Klopp Assistant Manager Peter Krawietz Head of Ticketing and Hospitality Phil Dutton 0151 237 5963 Stadium Manager Stuart Baker Academy Director Alex Inglethorpe Home kit Alternative kit 1 Alternative kit 2 Colours: Shirts: Red / Shorts: Red / Socks: Red Colours: Shirts: White / Shorts: Navy / Socks: White Colours: Shirts: Phantom / Shorts: Phantom / Socks: Phantom 21
Safety Officer Stuart Knowles 0151 264 2494 Head Groundsman Dave McCulloch NVQ level 3 in Sports Turf Management Programme Editor David Cottrell, Trinity Mirror Director of Communications Susan Black 0151 907 9307 Shirt Sponsor Standard Chartered Head of Press Matt McCann 0151 230 5760 Supporter Liaison Officer Yonit Sharabi 0151 9079354 Disability Access Officer Simon Thornton 0151 4325678 Kit Manufacturer New Balance Ground Capacity at start of the Season 53,394 Pitch Dimensions Length: 101 metres Width: 68 metres Directors John Henry Tom Werner Andy Hughes Peter Moore Michael Gordon Mike Egan Sir Kenny Dalglish Official Company Name and Number The Liverpool Football Club & Athletic Grounds Limited No. 35668 Team Doctor Dr Andrew Massey MB BCh BAO FFSEM (Ire) MFSEM(UK) MRCGP MSc (SEM) BSc (Hons) Physiotherapy MCSP HCPC Medical, Rehabilitation and Performance Manager Philipp Jacobsen HSPC Physiotherapist Home Goalkeeper Goalkeeper Alt kit 1 Goalkeeper Alt kit 2 Colours: Shirts: Black / Shorts: Black / Socks: Black Colours: Shirts: Irish Green / Shorts: Irish Green / Socks: Irish Green Colours: Shirts: Viper / Shorts: Viper / Socks: Viper 22 Club Directory: Liverpool
Manchester City Etihad Stadium Etihad Campus Manchester M11 3FF Correspondence Address: City Football Group, 400 Ashton New Road, City Football Academy, Etihad Campus, Manchester M11 4TQ Main Switchboard: 0161 444 1894 Ticket Office: 0161 444 1894 Credit Card Bookings: 0161 444 1894 mancity@mancity.com www.mancity.com Chairman H.E. Khaldoon Al Mubarak Director of Football Txiki Begiristain Chief Executive Officer Ferran Soriano Chief Operating Officer Omar Berrada Finance Director Martyn Hawkins Operations Director Danny Wilson 0161 444 1894 Facilities Director Clive Wilton 0161 444 1894 Head of Football Administration Andrew Hardman Manager Pep Guardiola Assistant Manager Mikel Arteta Head of Safety and Security Steve McGrath 0161 444 1894 Home kit Alternative kit 1 Alternative kit 2 Colours: Shirts: City Light Blue / Shorts: White / Socks: White Colours: Shirts: Midnight Black / Shorts: Midnight Black / Socks: Midnight Black Colours: Shirts: Fizzy Yellow Fade to Georgia Peach / Shorts: Georgia Peach / Socks: Fizzy Yellow 23
Head of Media Relations Simon Heggie 0161 444 1894 Programme Editor David Clayton 0161 438 7861 Shirt Sponsor Etihad Airways Supporter Liaison Officer Lisa Eaton 0161 444 1894 Kit Manufacturer PUMA Access Manager Jon Dyster 0161 444 1894 Club Doctor Dr Max Sala Doctor of Medicine & Surgery (University of Ferrara, Italy) with a specialisation in Sports Medicine (University of Pavia) Head of Physiotherapy James Baldwin BSc (Hons), MCSP Ground Capacity at start of the Season 55,017 Pitch Dimensions Length: 105 metres Width: 68 metres Directors H.E. Khaldoon Al Mubarak Simon Pearce Martin Lee Edelman John Macbeath Mohamed Al Mazrouei Alberto Galassi Abdulla Khouri Head Groundsman Lee Jackson NVQ Level 2, 3 & 4 Sportsturf, Foundation Degree in Sportsturf Science, Pa 1, 2 & 6 Chemical Application Licences Official Company Name and Number Manchester City Football Club Limited No. 40946 Programme Editor-in-Chief Chris Bailey Home Goalkeeper Goalkeeper Alt kit 1 Goalkeeper Alt kit 2 Colours: Shirts: Dark Green / Shorts: Dark Green / Socks: Dark Green Colours: Shirts: Pink / Shorts: Pink / Socks: Pink Colours: Shirts: Yellow / Shorts: Yellow / Socks: Yellow 24 Club Directory: Manchester City
Manchester United Sir Matt Busby Way Old Trafford Manchester M16 0RA Correspondence Address: Group Logistics, PO Box 548, Manchester M16 6FU Main Switchboard: 0161 868 8000 Ticket Office: 0161 868 8000 Option 1 Credit Card Bookings: 0161 868 8000 Option 1 enquiries@manutd.co.uk www.manutd.co.uk Co-Chairmen Joel Glazer Avram Glazer Group Managing Director Richard Arnold 0161 868 8211 Executive Vice Chairman Ed Woodward Secretary Rebecca Britain Chief Financial Officer Cliff Baty 0161 868 8320 Ticket Office Manager Sam Kelleher 0161 868 8000 Facilities Manager Craig Jepson 0161 868 8388 Manager Ole Gunnar Solskjaer Assistant Manager Michael Phelan Academy Manager Nicky Butt Home kit Alternative kit 1 Alternative kit 2 Colours: Shirts: Red / Shorts: White / Socks: Black Colours: Shirts: Sand / Shorts: Black / Socks: Sand Colours: Shirts: Black / Shorts: Black / Socks: Black 25
Head of Stadium Safety and Security Craig Thompson 0161 868 8116 Manchester M16 0RA 0161 868 8551 Shirt Sponsor CHEVROLET Director of Communications Charlie Brooks 0161 868 8216 Kit Manufacturer adidas Supporter Liaison Officer Jennifer Smith 0161 868 8000 Disability Access Officer Rishi Jain 0161 868 8036 Club Doctor Dr Steve McNally B.Med Sci BM BS MRCGP DCH DRCOG DOccMed Dip.SEM.GB&I MFSEM (RCPI & RCSI) MFSEM(UK) Ground Capacity at start of Season To be advised Pitch Dimensions Length: 105 metres Width: 68 metres Directors Joel Glazer (Co-Chairman) Avram Glazer (Co-Chairman) Bryan Glazer Kevin Glazer Edward Glazer Darcie Glazer Kassewitz Ed Woodward Richard Arnold Sir Bobby Charlton CBE David Gill CBE Sir Alex Ferguson CBE Michael Edelson Head Physiotherapist Richard Merron BSC, MSC, CSP Grounds Manager Anthony Sinclair Intermediate Diploma in Sportsground Staff Programme Editor Paul Davies Sir Matt Busby Way, Old Trafford, Official Company Name and Number Manchester United Football Club Limited No. 95489 Home Goalkeeper Goalkeeper Alt kit 1 Colours: Shirts: Purple / Shorts: Purple / Socks: Purple Colours: Shirts: Black / Shorts: Black / Socks: Black 26 Club Directory: Manchester United
Newcastle United St James’ Park Newcastle Upon Tyne NE1 4ST Main Switchboard: 0344 372 1892 Ticket Office: 0344 372 1892 (Option 1) admin@nufc.co.uk www.nufc.co.uk Managing Director Lee Charnley Head of Commercial Dale Aitchison 0344 372 1892 (Extn 8436) Box Office Manager Stephen Tickle 0344 372 1892 (Extn 8455) Head Coach Steve Bruce Football Secretary Richard Hines Academy Manager Joe Joyce Head of Finance Claire Alexander 0344 372 1892 (Extn 8464) Facilities Manager Eddie Rutherford 0344 372 1892 (Extn 8558) Safety Officer Steve Storey 0344 372 1892 (Extn 8528) Home kit Alternative kit 1 Alternative kit 2 Colours: Shirts: Black and White Stripes/ Shorts: Black / Socks: Black Colours: Shirts: Dark Green / Shorts: Dark Green / Socks: Dark Green Colours: Shirts: Bright Orange / Shorts: Bright Orange / Socks: Bright Orange 27
Head of Media and Content Lee Marshall 0191 238 1021 Shirt Sponsor Fun88 Kit Manufacturer PUMA Supporter Liaison Officer Lee Marshall 0191 238 1021 Ground Capacity at start of the Season 52,305 Senior Physiotherapist Derek Wright Qualifications: MSCP DipRGRT PG Dip Sport Ex Med. Head Groundsman Michael Curran City & Guilds - Levels 1, 2, 3: Amenity Horticulture & Groundsmanship, IOG NPC, IOG NTC Foundation Manager Kate Bradley 0344 372 1892 (Extn 8477) Pitch Dimensions Length: 105 metres Width: 68 metres Directors Lee Charnley Official Company Name and Number Newcastle United Football Company Limited No. 31014 Club Doctor Dr Paul Catterson Qualifications: MBBS, MRCP, FCEM, Dip SEM, MFSEM, Dip MSK US Programme Editor Rory Mitchinson St James’ Park, Newcastle Upon Tyne NE1 4ST 0344 372 1892 (Extn 8407) Home Goalkeeper Goalkeeper Alt kit 1 Goalkeeper Alt kit 2 Colours: Shirts: Bright Green / Shorts: Bright Green / Socks: Bright Green Colours: Shirts: Fuschia Purple / Colours: Shirts: Black / Shorts: Fuschia Purple / Socks: Fuschia Purple Shorts: Black / Socks: Black 28 Club Directory: Newcastle United
Norwich City Carrow Road Norwich NR1 1JE Main Switchboard: 01603 721902 Ticket Office No: 01603 721902 (opt. 1) reception@canaries.co.uk www.canaries.co.uk Sporting Director Stuart Webber Chief Operating Officer Ben Kensell Chief Financial Officer Ben Dack Head of Communications To be advised Business and Project Director Zoe Ward Website and Systems Technician Sarah Cullum 01603 218721 (DDI) Club Secretary Andrew Blofeld 01603 810760 (ext. 2001) Head Coach Daniel Farke Head of Marketing Gavin Beard 01603 218 725 Head of Ticketing Danny Casey 01603 218703 (DDI) Academy Manager Steve Weaver Home kit Alternative kit 1 Alternative kit 2 Colours: Shirts: Yellow and Green / Shorts: Yellow and Green / Socks: Yellow and Green Colours: Shirts: Red and Yellow / Shorts: Red and Yellow / Socks: Red and Yellow Colours: Shirts: Anthracite and Black / Shorts: Anthracite and Black / Socks: Anthracite and Black 29
Head of Operations To be advised Shirt Sponsor Dafabet Kit Manufacturer Errea Community Sports Foundation Chief Executive Officer Ian Thornton 01603 761122 (ext 1403) Ground Capacity at start of the Season 27,359 Stadium Events Operations Manager Andy Batley 01603 218204 (DDI) Supporter and Disability Liaison Officer Stephen Graham Inclusion and Anti-Discrimination Officer / Designated Safeguarding Officer Tony Hedges 01603 218722 / 07780 475005 Pitch Dimensions Length: 105.2 metres Width: 68 metres Directors Delia Smith Michael Wynn Jones Tom Cooper Smith Michael Foulger Stephan Phillips Official Company Name and Number Norwich City Football Club plc No. 154044 Team Doctor Nick Wilford MB BS BMedSci(Hons) MScSEM MFSEM Head Physiotherapist Chris Burton BSc (Hons) Physiotherapy. MCSP. HCPC Head of Performance Chris Domogalla Head Groundsperson Gary Kemp Home Goalkeeper Goalkeeper Alt kit 1 Goalkeeper Alt kit 2 Colours: Shirts: Sky Blue / Shorts: Sky Blue / Socks: Sky Blue Colours: Shirts: Light Grey / Shorts: Light Grey / Socks: Light Grey Colours: Shirts: Fluo Green / Shorts: Fluo Green / Socks: Fluo Green 30 Club Directory: Norwich City
Sheffield United Bramall Lane Sheffield S2 4SU Correspondence Address: Football Administration, Sheffield United Academy, Firshill Crescent, Sheffield, S4 7DJ. Main Switchboard: 0114 253 7200 Ticket Office No: 0114 253 7200 info@sufc.co.uk www.sufc.co.uk Co-Owners Kevin McCabe and HRH Prince Abdullah Bin Mosaad Abdulaziz Al Saud Head of Finance Debbie Andrew Head of Commercial Paul Reeves 0114 253 7200 Chief Executive Stephen Bettis Head of Football Administration Carl Shieber Club Secretary Donna Fletcher Manager Chris Wilder Press Officer Kevin Cookson 0114 253 7200 Head of Marketing Services Emma Kirk 0114 253 7200 Head of Ticketing Carrie Sampson 0114 253 7200 Academy Manager Travis Binnion Home kit Alternative kit 1 Colours: Shirts: Red and White / Shorts: Black / Socks: Red Colours: Shirts: White and Grey / Shorts: White / Socks: White and Grey 31
Facilities Manager Andrew Udall 0114 253 7200 Community Manager Chris Bailey 0114 253 7316 Head Groundsperson Glenn Nortcliffe City & Guilds – Level 1 & 2 Horticulture and Groundsmanship Shirt Sponsor Union Standard Group Safety Officer Jurgen Morten-Hall 0114 253 7200 Kit Manufacturer adidas Ground Capacity at start of the Season 32,125 Pitch Dimensions Length: 101 metres Width: 66.7 metres Supporter Liaison Officer John Garrett 0114 253 7200 Disability Liaison Officer Mel Jackson 0114 253 7200 Directors Kevin McCabe HRH Prince Abdullah Bin Mosaad--Abdulaziz Al Saud Scott McCabe Jeremy Tutton Yusuf Giansiracusa Jan Van Winckel H.H. Prince Musa’ad bin Khalid M. bin--Abdulrahman Al Sa’ud Tony Currie Inclusion and Anti-Discrimination Officer Dave McCarthy 0114 253 7200 Designated Safeguarding Officer Sue Beeley 0114 253 7200 Team Doctor Dr Alex Worthington PG Dip, MB, ChB, BSc Physiotherapy Official Company Name and Number Sheffield United Football Club Limited No. 61564 Head Physiotherapist Paul Watson BSc(Hons) Physiotherapy MCSP Home Goalkeeper Goalkeeper Alt kit 1 Colours: Shirts: Green / Shorts: Green / Socks: Green Colours: Shirts: Gold / Shorts: Gold / Socks: Gold 32 Club Directory: Sheffield United
Southampton St Mary’s Stadium Britannia Road Southampton SO14 5FP Main Switchboard: 0845 688 9448 Ticket Office: 0845 688 9288 Credit Card Bookings: 02381 780780 www.southamptonfc.com Chairman Jisheng Gao Commercial Director David Thomas Managing Director Toby Steele Ticket Office Manager Matthew Silvester 02380 727796 Club Secretary Ros Wheeler 02380 711931 Manager Ralph Hasenhüttl Safety Officer Mark Hannibal MBE 0845 688 9448 Club Spokesman Jordan Sibley 0845 688 9448 Assistant Manager Danny Röhl Academy Manager Matt Hale Home kit Alternative kit 1 Alternative kit 2 Colours: Shirts: Red and White Colours: Shirts: Grey with Colours: Shirts: White with Navy Shoulder Panel / Shorts: White / Socks: Navy Stripe with Black Shoulder Panel / Shorts: Black / Socks: Red and White Stripes Yellow Panel / Shorts: Yellow / Socks: Yellow 33
Supporter Liaison Officer / Disability Access Officer Khali Parsons 0845 688 9448 Shirt Sponsor LD Sports Kit Manufacturer Under Armour Team Doctor Dr Iñigo Sarriegui BM BSc DipSEM MRCGP MFSEM (UK) DipMSKUS Ground Capacity at start of the Season 32,384 Pitch Dimensions Length: 105 metres Width: 68 metres Directors Mr Jisheng Gao Ms Nelly Gao Martin Semmens Toby Steele David Thomas Ross Wilson Tim Greenwell Physiotherapists Steve Wright BSc (Hons), KCMT MCSP, HCPC Kevin Mulholland MSc, BSc, BA (Hons), ACPSEM, MCSP, HCPC, ICSP Grounds Manager Andy Gray NVQL3 Sports Ground Management, NCH - PA1, PA2A & PA6A Official Company Name and Number Southampton Football Club Limited No. 53301 Home Goalkeeper Goalkeeper Alt kit 1 Colours: Shirts: Sky Blue / Shorts: Sky Blue / Socks: Sky Blue Colours: Shirts: Pink / Shorts: Pink / Socks: Pink 34 Club Directory: Southampton
Tottenham Hotspur Lilywhite House 782 High Road Tottenham London N17 0BX Main Switchboard: 0344 499 5000 Ticket Office: 0344 844 0102 supporterservices@tottenhamhotspur.com www.tottenhamhotspur.com Chairman Daniel Levy Head of Academy Coaching and Player Development John McDermott Director of Football Operations Rebecca Caplehorn Football Secretary Jennifer Urquhart 020 3544 8667 Academy Manager Dean Rastrick Operations and Finance Director Matthew Collecott Manager Mauricio Pochettino Head of Marketing Emma Taylor 020 8365 5085 Assistant Manager Jesús Pérez Head of Ticketing and Membership Ian Murphy 020 8365 5095 Home kit Alternative kit 1 Colours: Shirts: White / Shorts: Binary Blue / Socks: White Colours: Shirts: Binary Blue / Shorts: Binary Blue / Socks: Binary Blue 35
Venue Director Andy O’Sullivan 020 8365 5080 Head of Playing Surfaces and Estates Darren Baldwin City & Guilds in Groundsmanship & Sports Turf Management Head of Publications Jon Rayner 020 3544 8538 Stadium Director Jon Babbs 020 8365 5039 Senior Safety Officer Eileen Williams MBE 020 3946 4016 Supporter Liaison Officer Levi Harris Disability Access Officer Oliver Riley Shirt Sponsor AIA Kit Manufacturer Nike Ground Capacity at start of the Season 62,062 Team Doctor Dr Chris Hughes BSc (Hons) MBBS FFSEM (UK) FFSEM (Eire) MRCGP MSc (SEM) PGCME PGDip (ETCP) FHEA Pitch Dimensions Length: 105 metres Width: 68 metres Directors Daniel Levy Matthew Collecott Donna-Maria Cullen Rebecca Caplehorn Official Company Name and Number Tottenham Hotspur Football & Athletic Co Ltd No. 00057186 Head Physiotherapist Geoff Scott MSc, MBA, MCSP Home Goalkeeper Goalkeeper Alt kit 1 Colours: Shirts: Hyper Jade / Shorts: Hyper Jade / Socks: Hyper Jade Colours: Shirts: University Gold / Shorts: University Gold / Socks: University Gold 36 Club Directory: Tottenham Hotspur
Watford Vicarage Road Stadium Watford Hertfordshire WD18 0ER Main Switchboard: 01923 496000 Ticket Office: 01923 223023 www.watfordfc.com Chairman and Chief Executive Officer Scott Duxbury Commercial Director Paul O’Brien 01923 496233 Ticket Office Manager Dave Newman 01923 496254 Football Secretary Gayle Vowels Head Coach Javi Gracia Head of Academy Barry Quin Finance Director Emiliano Russo 01923 496241 Operations Director / Strategic Equality Lead Glyn Evans 01923 496374 Head of Communications and Media Relations Richard Walker 07881 658415 Global Strategy and Partnerships Director Spencer Field 01923 496367 Home kit Alternative kit 1 Colours: Shirts: Yellow and Black / Shorts: Black / Socks: Yellow Colours: Shirts: Dark Blue / Shorts: Dark Blue / Socks: Dark Blue 37
Supporter Liaison Officer / Disability Access Officer Dave Messenger 01923 496397 Shirt Sponsor Sportsbet.io Kit Manufacturer adidas Operations Manager (Event Safety) Andy Jenkins 01923 496355 Ground Capacity at start of the Season 22,200 Pitch Dimensions Length: 105 metres Width: 68 metres Directors Scott Duxbury David Fransen (Non-executive director) Stuart Timperley (Non-executive director) Head of Safeguarding Kim Pearce 01923 496246 Team Doctor Dr Ian Hamilton MBBS, MRCGP, MSc (SEM), MFSEM Head of Injury Prevention and Rehabilitation Alberto Leon Official Company Name and Number The Watford Association Football Club Limited No. 104194 Head Groundsman Scott Tingley Publications Manager Steve Scott 01923 496279 Home Goalkeeper Goalkeeper Alt kit 1 Colours: Shirts: Bold Aqua / Shorts: Bold Aqua / Socks: Bold Aqua Colours: Shirts: Semi Solar Red / Shorts: Semi Solar Red / Socks: Semi Solar Red 38 Club Directory: Watford
West Ham United London Stadium Queen Elizabeth Olympic Park London E20 2ST Main Switchboard: 020 8548 2748 Ticket Office: 0333 030 1966 supporterservices@westhamunited.co.uk www.whufc.com Joint Chairmen David Sullivan and David Gold Academy Manager Ricky Martin Vice Chairman Baroness Brady CBE Projects and Stadium Director Philippa Cartwright Chief Financial Officer Andy Mollett 020 8548 2768 Digital and Commercial Director Karim Virani Head of Matchday Operations Ben Illingworth Executive Director, Marketing and Communications Tara Warren 020 8586 8234 Club Secretary Andrew Pincher Manager Manuel Pellegrini Head of Ticketing Nicola Keye 020 8548 2736 Assistant Manager Ruben Cousillas Home kit Alternative kit 1 Alternative kit 2 Colours: Shirts: Claret and Sky Blue / Shorts: Claret / Socks: Claret and Sky Blue Colours: Shirts: White with Sky Blue detail / Shorts: White with Sky Blue detail / Socks: White Colours: Shirts: Dark Blue with Purple detail / Shorts: Dark Blue / Socks: Dark Blue 39
Director of Health, Safety and Compliance (London Stadium) Peter Swordy 07377 361925 Programme Editor Rob Pritchard 07595 821867 Shirt Sponsor Betway Kit Manufacturer Umbro Head of Football Media Relations Ben Campbell 07548 259926 Medical Officers Dr Richard Weiler MBChB, FFSEM (UK), MRCGP, MSc SEM, PGCME, FHEA Dr Tamim Khanbhai MBBS, MRCGP, FFSEM, BSc (Hons), MSc SEM, Pg Dip MSK US Ground Capacity at start of the Season 60,000 Pitch Dimensions Length: 105 metres Width: 68 metres Directors David Sullivan David Gold Baroness Brady CBE Andy Mollett Daniel Harris Tara Warren J. Albert Smith Head of Medical and Sports Science Richard Collinge MCSP, SRP, MSc Sports Physiotherapy, BSc (Hons) Physiotherapy Supporter Services Manager Jake Heath 020 8114 2309 Disability Access Officer Julie Pidgeon 0333 030 0174 Official Company Name and Number West Ham United Football Club Limited No. 66516 Head Groundsman Dougie Robertson HNC in Sports Turf Science Home Goalkeeper Goalkeeper Alt kit 1 Goalkeeper Alt kit 2 Colours: Shirts: Green with Black detail / Shorts: Green with Black detail / Socks: Green Colours: Shirts: Yellow with Purple detail / Shorts: Yellow with Purple detail / Socks: Yellow Colours: Shirts: Dark Grey with Black detail / Shorts: Dark Grey with Black detail / Socks: Dark Grey 40 Club Directory: West Ham United
Wolverhampton Wanderers Molineux Stadium Waterloo Road Wolverhampton West Midlands WV1 4QR Main Switchboard: 0371 222 2220 Ticket Office No: 0371 222 1877 info@wolves.co.uk www.wolves.co.uk Executive Chairman Jeff Shi Chief Finance Officer Rita Purewal 01902 687008 Sporting Director Kevin Thelwell Head of Football Administration Matt Wild Head of Corporate Sales Steven Morton 01902 687049 Head of Ticketing James Davies 01902 687078 Head Coach Nuno Espírito Santo Head of Academy Scott Sellars Head of Media Max Fitzgerald Home kit Alternative kit 1 Colours: Shirts: Collegiate Gold and Black / Shorts: Black / Socks: Black and Collegiate Gold Colours: Shirts: Black and Collegiate Gold / Shorts: Black / Socks: Collegiate Gold and Black 41
Head of Marketing Russell Jones Shirt Sponsor ManBetX Supporter Liaison Officer Dave Wood Head of Operations Steve Sutton 01902 687067 Kit Manufacturer adidas Ground Capacity at start of the Season 32,050 Pitch Dimensions Length: 105 metres Width: 68 metres Head of Community Will Clowes 01902 687033 Directors Jeff Shi John Bowater John Gough Sky Sun Official Company Name and Number Wolverhampton Wanderers Football Club (1986) Ltd No. 01989823 Disability Liaison Laura Wright Head of Medical Services Phil Hayward MCSP, MMACP Team Doctor Dr Matthew Perry MB ChB, MRCGP, MSc, MFSEM Head Physiotherapist Oliver Leaper Head Groundsman Wayne Lumbard Home Goalkeeper Goalkeeper Alt kit 1 Colours: Shirts: Semi Solar Green / Shorts: Semi Solar Green / Socks: Semi Solar Green Colours: Shirts: Semi Solar Red / Shorts: Semi Solar Red / Socks: Semi Solar Red 42 Club Directory: Wolverhampton Wanderers
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Fixtures
Premier League Fixture List Season 2019/20 Please be aware that fixtures are always subject to change and these will appear in the national press and on premierleague.com. You are welcome to contact our Public Information Line (020 7864 9000) for up to date fixtures. Kick off times for Saturdays and Bank Holidays - 15:00 unless stated otherwise. Kick off times for evening games - 19:45 unless stated otherwise. Friday 9 August 2019 Liverpool v Norwich City 20:00 Sky Sports Saturday 10 August 2019 West Ham United A.F.C. Bournemouth Burnley Crystal Palace Watford Tottenham Hotspur v v v v v v Manchester City Sheffield United Southampton Everton Brighton & Hove Albion Aston Villa 12:30 BT Sport 17:30 Sky Sports Sunday 11 August 2019 Leicester City Newcastle United Manchester United v v v Wolverhampton Wanderers Arsenal Chelsea 14:00 14:00 16:30 Sky Sports Sky Sports Saturday 17 August 2019 Arsenal Aston Villa Brighton & Hove Albion Everton Norwich City Southampton Manchester City v v v v v v v Burnley A.F.C. Bournemouth West Ham United Watford Newcastle United Liverpool Tottenham Hotspur 12:30 BT Sport 17:30 Sky Sports Sunday 18 August 2019 Sheffield United Chelsea v v Crystal Palace Leicester City 14:00 16:30 Sky Sports Sky Sports Monday 19 August 2019 Wolverhampton Wanderers v Manchester United 20:00 Sky Sports 45
Premier League Fixture List Season 2019/20 Friday 23 August 2019 Aston Villa v Everton 20:00 Sky Sports Saturday 24 August 2019 Norwich City Brighton & Hove Albion Manchester United Sheffield United Watford Wolverhampton Wanderers Liverpool v v v v v v v Chelsea Southampton Crystal Palace Leicester City West Ham United Burnley Arsenal 12:30 BT Sport 17:30 Sky Sports Sunday 25 August 2019 A.F.C. Bournemouth Tottenham Hotspur v v Manchester City Newcastle United 14:00 16:30 Sky Sports Sky Sports Saturday 31 August 2019 Southampton Chelsea Crystal Palace Leicester City Manchester City Newcastle United West Ham United Burnley v v v v v v v v Manchester United Sheffield United Aston Villa A.F.C. Bournemouth Brighton & Hove Albion Watford Norwich City Liverpool 12:30 BT Sport 17:30 Sky Sports Sunday 1 September 2019 Everton Arsenal v v Wolverhampton Wanderers Tottenham Hotspur 14:00 16:30 Sky Sports Sky Sports Saturday 14 September 2019 Liverpool Brighton & Hove Albion Manchester United Sheffield United Tottenham Hotspur Wolverhampton Wanderers Norwich City v v v v v v v Newcastle United Burnley Leicester City Southampton Crystal Palace Chelsea Manchester City 12:30 BT Sport 17:30 Sky Sports 46 Fixtures
Premier League Fixture List Season 2019/20 Sunday 15 September 2019 A.F.C. Bournemouth Watford v v Everton Arsenal 14:00 16:30 Sky Sports Sky Sports Monday 16 September 2019 Aston Villa v West Ham United 20:00 Sky Sports Friday 20 September 2019 Southampton v A.F.C. Bournemouth 20:00 Sky Sports Saturday 21 September 2019 Leicester City Burnley Crystal Palace Everton Manchester City Newcastle United v v v v v v Tottenham Hotspur Norwich City Wolverhampton Wanderers Sheffield United Watford Brighton & Hove Albion 12:30 BT Sport 17:30 Sky Sports Sunday 22 September 2019 West Ham United Arsenal Chelsea v v v Manchester United Aston Villa Liverpool 14:00 16:30 16:30 Sky Sports Sky Sports Saturday 28 September 2019 Sheffield United A.F.C. Bournemouth Aston Villa Chelsea Crystal Palace Tottenham Hotspur Wolverhampton Wanderers Leicester City v v v v v v v v Liverpool West Ham United Burnley Brighton & Hove Albion Norwich City Southampton Watford Newcastle United 12:30 BT Sport 17:30 Sky Sports Sunday 29 September 2019 Everton v Manchester City 16:30 Sky Sports Monday 30 September 2019 Manchester United v Arsenal 20:00 Sky Sports 47
Premier League Fixture List Season 2019/20 Saturday 5 October 2019 Brighton & Hove Albion Burnley Liverpool Manchester City Norwich City Southampton Watford West Ham United v v v v v v v v Tottenham Hotspur Everton Leicester City Wolverhampton Wanderers Aston Villa Chelsea Sheffield United Crystal Palace Sunday 6 October 2019 Arsenal Newcastle United v v A.F.C. Bournemouth Manchester United Saturday 19 October 2019 A.F.C. Bournemouth Aston Villa Chelsea Crystal Palace Everton Leicester City Manchester United Sheffield United Tottenham Hotspur Wolverhampton Wanderers v v v v v v v v v v Norwich City Brighton & Hove Albion Newcastle United Manchester City West Ham United Burnley Liverpool Arsenal Watford Southampton Saturday 26 October 2019 Arsenal Brighton & Hove Albion Burnley Liverpool Manchester City Newcastle United v v v v v v Crystal Palace Everton Chelsea Tottenham Hotspur Aston Villa Wolverhampton Wanderers Norwich City Southampton Watford West Ham United v v v v Manchester United Leicester City A.F.C. Bournemouth Sheffield United 48 Fixtures
Premier League Fixture List Season 2019/20 Saturday 2 November 2019 A.F.C. Bournemouth Arsenal Aston Villa Brighton & Hove Albion Crystal Palace Everton Manchester City Sheffield United Watford West Ham United v v v v v v v v v v Manchester United Wolverhampton Wanderers Liverpool Norwich City Leicester City Tottenham Hotspur Southampton Burnley Chelsea Newcastle United Saturday 9 November 2019 Burnley Chelsea Liverpool Newcastle United Norwich City Southampton Tottenham Hotspur Wolverhampton Wanderers v v v v v v v v West Ham United Crystal Palace Manchester City A.F.C. Bournemouth Watford Everton Sheffield United Aston Villa Sunday 10 November 2019 Leicester City Manchester United v v Arsenal Brighton & Hove Albion Saturday 23 November 2019 A.F.C. Bournemouth Arsenal Aston Villa Brighton & Hove Albion Crystal Palace Everton Manchester City Sheffield United Watford West Ham United v v v v v v v v v v Wolverhampton Wanderers Southampton Newcastle United Leicester City Liverpool Norwich City Chelsea Manchester United Burnley Tottenham Hotspur 49
Premier League Fixture List Season 2019/20 Saturday 30 November 2019 Burnley Chelsea Leicester City Liverpool Newcastle United Southampton Tottenham Hotspur Wolverhampton Wanderers v v v v v v v v Crystal Palace West Ham United Everton Brighton & Hove Albion Manchester City Watford A.F.C. Bournemouth Sheffield United Sunday 1 December 2019 Manchester United Norwich City v v Aston Villa Arsenal Tuesday 3 December 2019 Arsenal Burnley Leicester City Manchester United Sheffield United Wolverhampton Wanderers v v v v v v Brighton & Hove Albion Manchester City Watford Tottenham Hotspur Newcastle United West Ham United 20:00 Wednesday 4 December 2019 Chelsea Crystal Palace Liverpool Southampton v v Aston Villa A.F.C. Bournemouth Everton Norwich City 20:00 20:00 v v Saturday 7 December 2019 A.F.C. Bournemouth Aston Villa Brighton & Hove Albion Everton Manchester City Newcastle United Norwich City Tottenham Hotspur Watford West Ham United v v v v v v v v v v Liverpool Leicester City Wolverhampton Wanderers Chelsea Manchester United Southampton Sheffield United Burnley Crystal Palace Arsenal 50 Fixtures
Premier League Fixture List Season 2019/20 Saturday 14 December 2019 Arsenal Burnley Chelsea Crystal Palace Leicester City Liverpool Manchester United Sheffield United Southampton Wolverhampton Wanderers v v v v v v v v v v Manchester City Newcastle United A.F.C. Bournemouth Brighton & Hove Albion Norwich City Watford Everton Aston Villa West Ham United Tottenham Hotspur Saturday 21 December 2019 A.F.C. Bournemouth Aston Villa Brighton & Hove Albion Everton Manchester City Newcastle United Norwich City Tottenham Hotspur Watford West Ham United v v v v v v v v v v Burnley Southampton Sheffield United Arsenal Leicester City Crystal Palace Wolverhampton Wanderers Chelsea Manchester United Liverpool Thursday 26 December 2019 A.F.C. Bournemouth Aston Villa Chelsea Crystal Palace Everton Leicester City Manchester United Sheffield United Tottenham Hotspur Wolverhampton Wanderers v v v v v v v v v v Arsenal Norwich City Southampton West Ham United Burnley Liverpool Newcastle United Watford Brighton & Hove Albion Manchester City 51
Premier League Fixture List Season 2019/20 Saturday 28 December 2019 Arsenal Brighton & Hove Albion Burnley Liverpool Manchester City Newcastle United Norwich City Southampton Watford West Ham United v v v v v v v v v v Chelsea A.F.C. Bournemouth Manchester United Wolverhampton Wanderers Sheffield United Everton Tottenham Hotspur Crystal Palace Aston Villa Leicester City Wednesday 1 January 2020 Arsenal Brighton & Hove Albion Burnley Liverpool Manchester City Newcastle United Norwich City Southampton Watford West Ham United v v v v v v v v v v Manchester United Chelsea Aston Villa Sheffield United Everton Leicester City Crystal Palace Tottenham Hotspur Wolverhampton Wanderers A.F.C. Bournemouth Saturday 11 January 2020 A.F.C. Bournemouth Aston Villa Chelsea Crystal Palace Everton Leicester City Manchester United Sheffield United Tottenham Hotspur Wolverhampton Wanderers v v v v v v v v v v Watford Manchester City Burnley Arsenal Brighton & Hove Albion Southampton Norwich City West Ham United Liverpool Newcastle United Saturday 18 January 2020 Arsenal v Sheffield United 52 Fixtures
Premier League Fixture List Season 2019/20 Brighton & Hove Albion Burnley Liverpool Manchester City Newcastle United Norwich City Southampton Watford West Ham United v v v v v v v v v Aston Villa Leicester City Manchester United Crystal Palace Chelsea A.F.C. Bournemouth Wolverhampton Wanderers Tottenham Hotspur Everton Tuesday 21 January 2020 A.F.C. Bournemouth Aston Villa Everton Leicester City Manchester United Sheffield United Wolverhampton Wanderers v v v v v v v Brighton & Hove Albion Watford Newcastle United West Ham United Burnley Manchester City Liverpool 20:00 Wednesday 22 January 2020 Chelsea Crystal Palace Tottenham Hotspur v v v Arsenal Southampton Norwich City 20:00 Saturday 1 February 2020 A.F.C. Bournemouth Burnley Crystal Palace Leicester City Liverpool Manchester United Newcastle United Tottenham Hotspur Watford West Ham United v v v v v v v v v v Aston Villa Arsenal Sheffield United Chelsea Southampton Wolverhampton Wanderers Norwich City Manchester City Everton Brighton & Hove Albion Saturday 8 February 2020 (Five matches will be played on 15 February 2020) Arsenal v Newcastle United 53
Premier League Fixture List Season 2019/20 Aston Villa v v v v v v v v v Tottenham Hotspur Brighton & Hove Albion Chelsea Watford Manchester United Everton Manchester City Norwich City Crystal Palace West Ham United Liverpool Sheffield United Southampton A.F.C. Bournemouth Burnley Wolverhampton Wanderers Leicester City Saturday 22 February 2020 Arsenal Burnley v v Everton A.F.C. Bournemouth Chelsea Crystal Palace Leicester City Liverpool Manchester United Sheffield United Southampton Wolverhampton Wanderers v v v v v v v v Tottenham Hotspur Newcastle United Manchester City West Ham United Watford Brighton & Hove Albion Aston Villa Norwich City Saturday 29 February 2020 A.F.C. Bournemouth Aston Villa Brighton & Hove Albion Everton Manchester City Newcastle United Norwich City Tottenham Hotspur Watford West Ham United v v v v v v v v v v Chelsea Sheffield United Crystal Palace Manchester United Arsenal Burnley Leicester City Wolverhampton Wanderers Liverpool Southampton Saturday 7 March 2020 Arsenal Burnley Chelsea v v v West Ham United Tottenham Hotspur Everton 54 Fixtures
Premier League Fixture List Season 2019/20 Crystal Palace Leicester City Liverpool Manchester United Sheffield United Southampton Wolverhampton Wanderers v v v v v v v Watford Aston Villa A.F.C. Bournemouth Manchester City Norwich City Newcastle United Brighton & Hove Albion Saturday 14 March 2020 A.F.C. Bournemouth Aston Villa Brighton & Hove Albion Everton Manchester City Newcastle United Norwich City Tottenham Hotspur Watford West Ham United v v v v v v v v v v Crystal Palace Chelsea Arsenal Liverpool Burnley Sheffield United Southampton Manchester United Leicester City Wolverhampton Wanderers Saturday 21 March 2020 Burnley Chelsea Leicester City Liverpool Manchester United Newcastle United Norwich City Southampton Tottenham Hotspur Wolverhampton Wanderers v v v v v v v v v v Watford Manchester City Brighton & Hove Albion Crystal Palace Sheffield United Aston Villa Everton Arsenal West Ham United A.F.C. Bournemouth Saturday 4 April 2020 A.F.C. Bournemouth Arsenal v v v v v Newcastle United Norwich City Wolverhampton Wanderers Manchester United Burnley Aston Villa Brighton & Hove Albion Crystal Palace 55
Premier League Fixture List Season 2019/20 Everton Manchester City Sheffield United v v v v v Leicester City Liverpool Tottenham Hotspur Southampton Chelsea Watford West Ham United Saturday 11 April 2020 Burnley Chelsea Leicester City Liverpool Manchester United Newcastle United Norwich City Southampton Tottenham Hotspur Wolverhampton Wanderers v v v v v v v v v v Sheffield United Watford Crystal Palace Aston Villa A.F.C. Bournemouth West Ham United Brighton & Hove Albion Manchester City Everton Arsenal Saturday 18 April 2020 A.F.C. Bournemouth Arsenal Aston Villa Brighton & Hove Albion Crystal Palace Everton Manchester City Sheffield United Watford West Ham United v v v v v v v v v v Tottenham Hotspur Leicester City Manchester United Liverpool Chelsea Southampton Newcastle United Wolverhampton Wanderers Norwich City Burnley Saturday 25 April 2020 A.F.C. Bournemouth Aston Villa Brighton & Hove Albion Liverpool Manchester United Norwich City Sheffield United v v v v v v v Leicester City Crystal Palace Manchester City Burnley Southampton West Ham United Chelsea 56 Fixtures
Premier League Fixture List Season 2019/20 Tottenham Hotspur Watford Wolverhampton Wanderers v v v Arsenal Newcastle United Everton Saturday 2 May 2020 Arsenal Burnley Chelsea Crystal Palace Everton Leicester City Manchester City Newcastle United Southampton West Ham United v v v v v v v v v v Liverpool Wolverhampton Wanderers Norwich City Manchester United Aston Villa Sheffield United A.F.C. Bournemouth Tottenham Hotspur Brighton & Hove Albion Watford Saturday 9 May 2020 A.F.C. Bournemouth Aston Villa Brighton & Hove Albion Liverpool Manchester United Norwich City Sheffield United Tottenham Hotspur Watford Wolverhampton Wanderers v v v v v v v v v v Southampton Arsenal Newcastle United Chelsea West Ham United Burnley Everton Leicester City Manchester City Crystal Palace Sunday 17 May 2020 Arsenal Burnley Chelsea Crystal Palace Everton Leicester City Manchester City Newcastle United Southampton West Ham United v v v v v v v v v v Watford Brighton & Hove Albion Wolverhampton Wanderers Tottenham Hotspur A.F.C. Bournemouth Manchester United Norwich City Liverpool Sheffield United Aston Villa 57
England’s International Fixture List 2019/20 (all dates subject to change) UEFA Euro 2020 Qualifier England England Czech Republic Bulgaria England Kosovo v v v v v v Bulgaria Kosovo England England Montenegro England Saturday 7 September 2019 Tuesday 10 September 2019 Friday 11 October 2019 Monday 14 October 2019 Thursday 14 November 2019 Sunday 17 November 2019 The Football Association Challenge Cup (all dates subject to change) Dates for Matches in Competition Proper - Season 2019/20 Round One Round Two Round Three Round Four Round Five Round Six Semi-finals Final Saturday* 9 November 2019 Saturday* 30 November 2019 Saturday* 4 January 2020 Saturday* 25 January 2020 Saturday* 4 March 2020 Saturday* 21 March 2020 Saturday 18 and Sunday 19 April 2020 Saturday 23 May 2020 * games played over a range of days The English Football League Cup (all dates subject to change) Season 2019/20 Round One Round Two Round Three Round Four Round Five Semi-finals (First Leg) Semi-finals (Second Leg) Final week commencing 12 August 2019 week commencing 26 August 2019 week commencing 23 September 2019 week commencing 28 October 2019 week commencing 16 December 2019 week commencing 6 January 2020 week commencing 27 January 2020 Sunday 1 March 2020 58 Fixtures
UEFA Club Competition Dates 2019/20 (all dates subject to change) English Representatives UEFA Champions League – Manchester City, Liverpool, Chelsea, Tottenham Hotspur UEFA Europa League – Arsenal, Manchester United, Wolverhampton Wanderers UEFA Super Cup Liverpool v Chelsea Wednesday 14 August 2019 UEFA Champions League First Qualifying Round (First Leg) First Qualifying Round (Second Leg) Second Qualifying Round (First Leg) Second Qualifying Round (Second Leg) Third Qualifying Round (First Leg) Third Qualifying Round (Second Leg) Play-Off (First Leg) Play-Off (Second Leg) Group Stage - Match 1 Group Stage - Match 2 Group Stage - Match 3 Group Stage - Match 4 Group Stage - Match 5 Group Stage - Match 6 Round of 16 (First Leg) Round of 16 (Second Leg) Quarter Finals (First Leg) Quarter Finals (Second Leg) Semi Finals (First Leg) Semi Finals (Second Leg) Final Tues/Wed 9/10 July 2019 Tues/Wed 16/17 July 2019 Tues/Wed 23/24 July 2019 Tues/Wed 30/31 July 2019 Tues/Weds 6/7 August 2019 Tues/Wed 13/14 August 2019 Tues/Wed 20/21 August 2019 Tues/Wed 27/28 August 2019 Tues/Wed 17/18 September 2019 Tues/Wed 1/2 October 2019 Tues/Wed 22/23 October 2019 Tues/Wed 5/6 November 2019 Tues/Wed 26/27 November 2019 Tues/Wed 10/11 December 2019 Tues/Wed 18/19 and 25/26 February 2020 Tues/Wed 10/11 and 17/18 March 2020 Tues/Wed 7/8 April 2020 Tues/Wed 14/15 April 2020 Tues/Wed 28/29 April 2020 Tues/Wed 5/6 May 2020 Saturday 30 May 2020 59
UEFA Europe League First Qualifying Round (First Leg) First Qualifying Round (Second Leg) Second Qualifying Round (First Leg) Second Qualifying Round (Second Leg) Third Qualifying Round (First Leg) Third Qualifying Round (Second Leg) Play-Off (First Leg) Play-Off (Second Leg) Group Stage – Match 1 Group Stage – Match 2 Group Stage – Match 3 Group Stage – Match 4 Group Stage – Match 5 Group Stage – Match 6 Round of 32 (First Leg) Round of 32 (Second Leg) Round of 16 (First Leg) Round of 16 (Second Leg) Quarter Finals (First Leg) Quarter Finals (Second Leg) Semi Finals (First Leg) Semi Finals (Second Leg) Final Thursday 11 July 2019 Thursday 18 July 2019 Thursday 25 July 2019 Thursday 1 August 2019 Thursday 8 July 2019 Thursday 15 August 2019 Thursday 22 August 2019 Thursday 29 August 2019 Thursday 19 September 2019 Thursday 3 October 2019 Thursday 24 October 2019 Thursday 7 November 2019 Thursday 28 November 2019 Thursday 12 December 2019 Thursday 20 February 2020 Thursday 27 February 2020 Thursday 12 March 2020 Thursday 19 March 2020 Thursday 9 April 2020 Thursday 16 April 2020 Thursday 30 April 2020 Thursday 7 May 2020 Wednesday 27 May 2020 60 Fixtures
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League Rules Premier
Rules of the Premier League Contents Premier League Rules Definitions and Interpretation 77 77 77 96 97 97 97 98 98 98 99 101 101 101 102 102 102 103 103 103 104 104 104 104 105 106 106 106 107 107 107 109 109 109 109 109 113 Section A: Definitions and Interpretation Definitions Interpretation The League: Governance, Operations and Finance Section B: The League – Governance Name and Membership Board Powers Procedure at General Meetings Relationship between Clubs and the League Football Association Representation The League Competition The League Competition Determination and Accreditation of Goals The League Championship Relegation League Position The League – Finance Obligations of the League Obligations of Clubs Accounting Practice Operating and Other Expenses Transmission of League Matches Distribution of UK Broadcast Revenue Distribution of International Broadcast Revenue Distribution of Commercial Contract Revenue Distribution of Radio Contract Revenue Relegated Clubs Value Added Tax Distribution Account Assignments of Central Funds Section C: Section D: Clubs: Finance and Governance Section E: Clubs – Finance Power to Inspect Club Bank Accounts Submission of Club Accounts Short Term Cost Control 63
Contents HMRC Power to Deduct Events of Insolvency Sporting Sanction General Profitability and Sustainability Owners’ and Directors’ Test Disqualifying Events Submission of Declaration Change of Director’s Circumstances Disqualification of a Director Disciplinary Provisions Suspension of the Club Appeal against Disqualification of a Director Persons Prohibited by Law from entering the United Kingdom etc Disclosure of Ownership and Other Interests Disclosure of Ownership and Other Interests Directors’ Reports Material Transactions Record of Material Transactions Transfer Policy Associations and Influence Associations between Clubs Club Officials Dual Interests Club Contracts Miscellaneous Employment of Officials Betting UEFA Club Licence Applicants Football Foundation 114 114 115 118 119 119 121 121 123 123 124 124 124 125 126 127 127 129 129 129 129 131 131 131 131 132 133 133 133 134 134 135 135 135 135 135 135 Section F: Section G: Section H: Section I: Section J: Clubs: Operations Section K: Stadium Criteria and Broadcasters’ Requirements Safety Certificate Ownership of Ground and Training Facilities Ground Sharing Ground Registration 64 Rules Index
Contents All Seater Grounds Ground Regulations Covered Stadia Dressing Rooms Drug-testing Room Security The Pitch Pitch Protection Artificial Surfaces Goal Line Technology and Video Assistant Refereeing Trainers’ Bench Facilities Technical Areas Sanitary Facilities Facilities for Disabled Supporters CCTV Giant Screens Media Facilities – General Television Gantry UK TV Commentary Positions International TV Commentary Positions Radio Commentary Positions TV Broadcasters’ Pitchside Presentation Positions Tunnel Interview Positions Camera Positions: Match Coverage Camera Positions: Team and Supporter Arrivals Television Studios TV Broadcasters: Observer Seats Reporter, Floor Manager and Match Manager Positions Visiting Club Analyst Positions Mixed Zone Access to Tunnel Interview Positions Hardwiring Transmission of Pre-Match Media Conference Power Supply Car Park Spaces Outside Broadcast Compound Official Club Team Sheets Media Working Area Media Conference Room Press Seats Facilities for Photographers 136 136 136 136 136 136 137 138 138 138 139 139 139 140 140 140 141 143 143 144 144 145 145 146 146 147 147 147 148 148 149 150 150 150 150 151 151 152 152 152 153 65
Contents Content Sessions UK Content Sessions International Content Sessions Additional League Content Sessions Pre-Match Media Conference Pre-Match Filming Interviews - General Matchday Pre-Match Interviews Dressing Room Filming Half-time Interviews Post-Match Interviews, Mixed Zone and Post-Match Media Conference League Champions Promotional Photographs and Footage Pre-Season Content Session Floodlights Fixtures Arranging Fixtures Arranging Other Matches Other Competitions Postponement of League Matches Failure to Play a League Match Replaying a League Match Match Delegate Full Strength Teams Minimum Age Team Sheet and Pre-Match Briefing Substitute Players Kick-Off Countdown to Kick-Off Use of Official Ball Occupation of the Technical Area Duration of League Matches Gate Statements Penalties Compensation for Postponed Matches Provision of Hospitality for Officials Players’ Identification and Strip Player Identification Home and Alternative Strips Strip Advertising 153 154 156 158 159 160 160 161 161 162 162 166 166 167 168 173 173 174 174 174 175 175 175 175 175 175 176 176 177 177 177 177 177 177 178 178 179 179 179 182 Section L: Section M: 66 Rules Index
Contents Section N: Match Officials Appointment of Match Officials Rules Binding on Match Officials Payments to Match Officials Pre-Match Procedures Compliance with Instructions Post-Match Procedures Medical Doctors - General Team Doctor and Medical Coordinator Crowd Doctor Physiotherapists Medical and Safety Action Plan Attendance of Medical Personnel and Provision of Medical Facilities Concussive Injuries Medical Records Medical Insurance Managers Codes of Conduct Coaching Qualifications Contracts of Employment and Submission to the Board Contents of Contracts of Employment Meetings Re Refereeing and Other Matters Broadcasters and Media Disputes Assistant Manager/Head Coach Scouts Registration of Scouts Identification of Scouts Code of Conduct Supporter Relations Supporter Liaison Officer Policies Disability Access Officer Reporting Ticketing Merchandise 183 183 183 183 183 184 184 185 185 185 186 186 187 187 188 188 189 191 191 191 191 191 191 192 192 192 193 193 193 193 195 195 195 195 195 195 198 Section O: Section P: Section Q: Section R: 67
Contents Section S: Safeguarding and Mental Health Clubs’ Policies and Procedures Roles and Responsibilities Staff Parental Consent Notification of Referrals to External Agencies and Football Authorities Monitoring Safer Recruitment Publicity Mental and Emotional Wellbeing 199 199 199 201 201 202 202 203 204 204 205 205 205 205 205 205 206 206 206 206 207 207 207 207 208 208 208 208 208 209 209 209 209 211 211 212 212 Players – Contracts, Registrations and Transfers Section T: Players – Contracts Approaches to Players Approaches by Players Public Statements Inducements Form of Contract Length of Contract Players’ Remuneration Signing-on Fees Lump Sum Payments Image Contracts Signing the Contract Reporting Fines etc. Submission to Board Mutual Termination Appeal against Termination Appeal against Disciplinary Decision Disputes between Clubs and Players Orders for Costs Appeal Effect of Termination Testimonial Matches Players – Registrations Requirement for Registration Types of Registration International Transfer Certificate Section U: 68 Rules Index
Contents Eligibility to Work in the United Kingdom Registration Procedure Multiplicity of Registrations Monthly Registrations Termination of Registrations New Registrations Requiring Consent List of Players Clubs Ceasing to be Members Prohibition of Third Party Investment Assignment of Entitlement to Compensation Fee or Loan Fee Players – Transfers of Registrations Transfer Windows Temporary Transfers Contract Players Retired Players Out of Contract Players The Player’s Options The Club’s Options The Compensation Fee Method of Payment Transfer Levy 212 212 213 213 213 214 214 215 216 217 219 219 219 221 222 222 222 223 223 224 226 227 227 227 227 227 227 228 228 229 230 233 235 236 237 237 237 Section V: Disciplinary and Dispute Resolution Section W: Disciplinary Power of Inquiry Board’s Disciplinary Powers Fixed Penalty Procedure Summary Jurisdiction Provision of Information The Panel Appointing a Commission Commission Procedures Commission’s Powers Appeals Appeal Board’s Powers Admissibility of Evidence Legal Representation Publication and Privilege 69
Contents Section X: Arbitration Definitions Agreement to Arbitrate Standing Commencement of the Arbitration Appointing the Arbitrators Appointing a Single Arbitrator Replacing an Arbitrator Communications Directions The Tribunal’s General Powers Duty of the Parties Default of the Parties The Hearing Remedies Majority Decision Provisional Awards The Award Costs Challenging the Award Representation Waiver Managers’ Arbitration Tribunal Managers’ Arbitration Tribunal Premier League Appeals Committee Jurisdiction Composition of the Committee Committee Procedures Fees and Expenses Committee’s Powers 239 239 239 240 240 240 241 241 241 241 242 243 243 243 243 244 244 244 244 244 245 245 247 247 251 251 251 251 253 253 Section Y: Section Z: 70 Rules Index
Contents Premier League Forms Form 1: Form 2: Form 3: List of Authorised Signatories (Rule A.1.15) Notification of Club Bank Account (Rule E.2) Return of Player Services Costs and Image Contract Payments (Rule E.21) Appeal Under Rule E.41 Calculation of Aggregated Adjusted Earnings Before Tax (Rule E.53.3) Owners’ and Directors’ Declaration (Rules A.1.53, F.2 and F.3) Dual Interest Notice (Rules G.1 and G.4) Directors’ Report (Rules H.6, H.7, H.8 and H.9) Registration of Pitch Dimensions (Rule K.17) Team Sheet (Rule L.21) Gate Statement (Rule L.38) Notification of Shirt Numbers Allocated (Rule M.6) Registration of Strips (Rule M.17) Scout Registration Form (Rule Q.2) Safeguarding Roles and Responsibilities (Rules S.3, S.4 and S.21) English Football League Contract Premier League Contract Player Ethnicity Monitoring Questionnaire (Rule T.24) Amateur Registration Form (Rule U.15) Offer of New Contract (Rule V.17.2) Application for Free Transfer (Rule V.20) Contingent Sum Notification (Rule V.36.2) Fixed Penalty Notice (Rule W.4) Summary Jurisdiction Notice (Rule W.9) Complaint (Rule W.26) Answer (Rule W.30) Appeal Against Fixed Penalty (Rule W.66) Appeal Against Commission Decision (Rule W.67) Request for Arbitration (Rules X.7 or Y.3) Appointment of Arbitrator (Rules X.10 or Y.6) Appointment of Single Arbitrator (Rule X.15.1) Notice of Preliminary Meeting (Rules X.20 or Y.13) 257 258 259 263 264 265 268 269 270 271 272 273 274 275 276 277 305 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 Form 4: Form 4A: Form 5: Form 6: Form 7: Form 8: Form 9: Form 10: Form 11: Form 12: Form 13: Form 14: Form 15: Form 16: Form 17: Form 18: Form 19: Form 20: Form 21: Form 22: Form 23: Form 24: Form 25: Form 26: Form 27: Form 28: Form 29: Form 30: Form 31: 71
Contents Youth Development Rules General Definitions General Applications to Operate Academies Strategy, Leadership and Management of the Academy Strategic Documents Academy Performance Plan Performance Management Application Technical Board Effective Measurement Monitoring Productivity Profile Performance Management, Player Development and Progression Performance Clock Individual Learning Plans and Multi-disciplinary Reviews Staff General Academy Management Team Academy Manager Academy Operations Manager Academy Secretary Head of Academy Coaching Coaches Goalkeeping Coaches Senior Professional Development Coach Coaches: Qualifications and Professional Development Head of Academy Sports Science and Medicine Academy Nutritionist Lead Sports Scientist Lead Strength and Conditioning Coaches Senior Academy Physiotherapist Physiotherapists and Sports Therapists Academy Doctor Performance Analysts Head of Education Head of Recruitment Interns Player Care Academy Psychologist 351 351 362 362 366 366 366 366 367 368 368 368 369 369 369 372 372 373 373 375 375 375 376 377 378 379 380 381 381 382 383 383 384 384 385 386 387 387 387 72 Rules Index
Contents Coaching 388 388 388 391 392 392 392 394 398 399 400 402 402 403 403 408 409 409 409 410 410 410 413 413 413 415 415 415 415 416 417 419 419 422 423 424 426 428 428 Coaching Curriculum Coaching Hours Development Centres Games Programme General Foundation Phase Games Programme Youth Development Phase Games Programme Professional Development Phase Games Programme Premier League 2 and Professional Development League Games Programme: Postponement etc. of Matches Duty of Care Education Reports on Educational Progression Delivery of the Education Programme Personal Development and Life Skills Plans Inductions and Transitions Academy Player and Parent Voice Safeguarding and Mental and Emotional Wellbeing Health and Safety Inclusion, Diversity and Equality Injury and Medical Sports Science and Medicine/Performance Support Sports Science and Medicine/Performance Support Programme Performance Analysis Talent Identification and Recruitment Scouts: Qualifications Scouts: Attendance at Matches Registrations and Provision of Information by the League Time/Distance Rules Trials Pre-Registration Agreements Registrations End of Season Procedure Termination of Registration Scholarships Approaches by and to Clubs and Inducements Facilities Facilities 73
Contents Finance and Expenses Finance Expenses Compensation Compensation 434 434 434 436 436 Youth Development Forms PLYD Form 1: Scholarship Agreement Schedule One, Scholarship Allowance Schedule Two, Disciplinary Procedure and Penalties Schedule Three, Declaration by Scholar and Parents Notification of Trialists’ Particulars (Youth Development Rule 235.2) Notice of Ending of Trial Period (Youth Development Rule 244) Pre-Registration Agreement (Youth Development Rule 248) Academy Player Registration Application (Youth Development Rule 257) Full Time Training Model (Youth Development Rule 187) Hybrid Training Model (Youth Development Rule 187) Academy Ethnicity Monitoring Questionnaire (Youth Development Rule 258) List of Academy Players (Youth Development Rule 266) Retention/Termination Notification for Academy Players Entering into Age Groups Under 10, Under 11 and Under 12 (Youth Development Rule 267.1) Retention/Termination Notification for Academy Players Entering into Age Groups Under 13 and Under 15 (Youth Development Rule 267.2) Academy Player’s Registration: Mutual Cancellation Notification (Youth Development Rule 271.2) Scholarship Offer (Youth Development Rule 281) Response to Scholarship Offer (Youth Development Rule 282) 445 454 455 458 460 462 463 465 469 471 473 474 475 PLYD Form 2: PLYD Form 3: PLYD Form 4: PLYD Form 5: PLYD Form 5A: PLYD Form 5B: PLYD Form 6: PLYD Form 7: PLYD Form 8: PLYD Form 9: 476 PLYD Form 10: 477 PLYD Form 11: PLYD Form 12: 478 479 Appendices to the Rules Appendix 1: Appendix 2: Appendix 3: Appendix 4: Schedule of Offences (Rule F.1.5.3) Inclusion and Anti-Discrimination Policy (Rule J.4) Camera Positions (Rule K.60) Medical Examinations and Information to be Conducted/Collected on all Contract Players and Academy Players Registered on Scholarship Agreements (Rule O.22) 483 484 485 491 74 Rules Index
Contents Appendix 4A: Appendix 5: Appendix 6: Appendix 7: Pocket Concussion Recognition Tool (Rule O.20) Code of Conduct for Managers (Rule P.1) Code of Conduct for Clubs (Rule P.2) Standard Clauses for Inclusion in Managers’ Contracts of Employment (Rule P.8.1) Code of Conduct for Scouts (Rule Q.7) Standard Clauses for inclusion in replica Strip manufacturers’ contracts (Rule R.16) Notice to Manufacturer Licensed to Manufacture and Distribute Club Replica Strip (Rule R.17) 493 495 498 499 Appendix 8: Appendix 9: 500 501 Appendix 10: 503 Appendix 11: Appendix 12: Regulations of the Professional Football Compensation Committee Code of Conduct for Academy Players of Compulsory School Age (Youth Development Rule 197) 504 509 75
Contents 76 Rules Index
Definitions and Interpretation Section A: Definitions and Interpretation 77 Definitions A.1. In these Rules: A.1.1. “Accounting Reference Period” means the period in respect of which Annual Accounts are prepared; A.1.2. “Activity” means any activity or series of activities, organised or arranged by or in the name of a Club, for Children and/or Adults at Risk (and/or to be attended by such individual(s)); A.1.3. “the Act” means the Companies Act 2006 (save for in Section X of these Rules, where it shall have the meaning set out in Rule X.1.1); A.1.4.“the 1986 Act” has the meaning set out in Rule E.30.1; A.1.5. “Adjusted Earnings Before Tax” means Earnings Before Tax adjusted to exclude costs (or estimated costs as the case may be) in respect of the following: (a) depreciation and/or impairment of tangible fixed assets, amortisation or impairment of goodwill and other intangible assets (but excluding amortisation of the costs of Players’ registrations); (b) Women’s Football Expenditure; (c) Youth Development Expenditure; and (d) Community Development Expenditure. Each of Youth Development Expenditure, Women’s Football Expenditure and Community Development Expenditure shall only be excluded from the calculation of Adjusted Earnings Before Tax if separately disclosed: (e) by way of notes to the Annual Accounts; or (f) by way of supplementary information which reconciles to the Annual Accounts and which has been subject to independent audit; A.1.6. “Adult at Risk” means an adult who has needs for care and support (whether or not the local authority is meeting any of those needs) and is experiencing, or is at risk of, abuse or neglect and as a result of those care and support needs is unable to protect himself from either the risk of or the experience of abuse or neglect. This may include (but is not limited to) people with learning disabilities, sensory impairments, mental health needs, elderly people and people with a physical disability or impairment. It may also include people who are affected by the circumstances that they are living in, for example, experiencing domestic violence; A.1.7. “Amateur Player” means any player (other than an Academy Player) who is registered to play or intends to be registered to play for a Club and who is registered with The Football Association as an amateur in accordance with the FIFA Regulations on the Status and Transfer of Players;
Section A: Definitions and Interpretation 78 Rules: Section A A.1.8. “Annual Accounts” means: (a) the accounts which each Club’s directors are required to prepare pursuant to section 394 of the Act; or (b) if the Club considers it appropriate or the Board so requests, the Group Accounts of the Group of which the Club is a member and which it is required to prepare pursuant to section 399 of the Act, or which it is required to deliver to the Registrar of Companies pursuant to section 400(2)(e) or section 401(2)(f) of the Act, provided that in either case the accounts are prepared to an accounting reference date (as defined in section 391 of the Act) which falls between 31 May and 31 July inclusive. If the accounting reference date falls at any other time, separate accounts for the Club or the Group (as appropriate) must be prepared for a period of twelve months ending on a date between 31 May and 31 July inclusive, and in such a case “Annual Accounts” means those accounts. Annual Accounts must be prepared and audited in accordance with all legal and regulatory requirements applicable to accounts prepared pursuant to section 394 of the Act; A.1.9. “Appeal Board” means the body having appellate jurisdiction under these Rules appointed by the Board under the provisions of Rule W.63; A.1.10. “Articles” means the Articles of Association of the League and reference to a number following the word ‘Article’ is a reference to an article so numbered in the Articles; A.1.11.“Artificial Surface” means any playing surface which is not or not intended to be predominantly natural grass; A.1.12.“Associate” means, in relation to an individual, any other individual who is: (a) the spouse or civil partner of that individual; (b) a relative of that individual or of his spouse or civil partner; or (c) the spouse or civil partner of a relative of that individual or of their spouse or civil partner; A.1.13.“Associated Person” has the meaning given to it in Rule S.14; A.1.14. “Associated Undertaking” means an undertaking in which another undertaking has a participating interest and over whose operating and financial policy it exercises a significant influence, and which is not a Parent Undertaking or Subsidiary Undertaking; A.1.15. “Authorised Signatory” means an Official of a Club duly authorised by a resolution of its board of directors to sign Forms either as required by these Rules or in connection with a Club’s application for a UEFA Club Licence, whose particulars shall have first been submitted to the Board in Form 1;
Section A: Definitions and Interpretation 79 A.1.16. “Averaged Three Year Player Trading Profit” means the average profit from player trading realised by the Club over the three Contract Years: T; T-1; and T-2, as disclosed in the Club’s Annual Accounts; A.1.17. “Bankruptcy Order” means an order adjudging an individual bankrupt; A.1.18.“Bankruptcy Restriction Order” and “Interim Bankruptcy Restriction Order” mean orders made under the provisions of Schedule 4A of the 1986 Act; A.1.19. “Basic Award Fund” means the fund established out of UK Broadcast Revenue and distributed in accordance with Rule D.17.1; A.1.20.“Board” means the board of directors for the time being of the League (or its designee); A.1.21.“Broadcaster” means a Radio Broadcaster, a UK Broadcaster or an International Broadcaster; A.1.22.“Cash Losses” means aggregate Adjusted Earnings Before Tax after: (a) write back of: (i) amortisation and/or impairment of Players’ registrations; and (ii) profit or loss on the transfer of Players’ registrations; and (b) inclusion of net cash flow in respect of transfers of Players’ registrations; A.1.23.“Central Funds” has the meaning set out in Rule E.26.1; A.1.24.“Chairman” means the Person appointed as the Chairman pursuant to Article 42 of the Articles or any acting Chairman appointed pursuant to Article 57.1; A.1.25.“Champions’ Features” has the meaning set out in Rule K.105; A.1.26.“Child” and “Children” mean any Person or Persons under the age of 18 years; A.1.27. “clear days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect; A.1.28. “Close Season” means the period between the end of one Season (ie, from the end of the relevant Club’s final League Match of the Season or, if the relevant Club qualifies for the FA Cup Final in that Season, the end of the FA Cup Final) and the commencement of the next Season (ie, midnight on the day before the first League Match in that Season); A.1.29.“Club” means an association football club in membership of the League and: (a) for the purposes of Rules E.40 to E.50 inclusive includes any club which is entitled to be promoted from The Football League to the League; (b) for the purposes of Rules A.1.48, A.1.54, A.1.186, and Sections F and H of these Rules (including any Forms prescribed therein) includes any Associated Undertaking, Fellow Subsidiary Undertaking, Group Undertaking, or Parent Undertaking of such Club; and
Section A: Definitions and Interpretation 80 Rules: Section A (c) for the purposes of Section G of these Rules, Rules I.1 to I.7 and Rule J.3 (and including any Forms prescribed therein) includes any Associated Undertaking, Fellow Subsidiary Undertaking, Group Undertaking, Parent Undertaking or Subsidiary Undertaking of such Club; A.1.30.“club” means an association football club not in membership of the League; A.1.31. “Club Own Revenue Uplift” means any increase in a Club’s revenue in a Contract Year when compared with its revenue in either: (1) the prior Contract Year; or (2) Contract Year 2012/13, as elected by the Club in accordance with Rule E.18 (in each case, excluding Central Funds fee payments from its revenue in both relevant Contract Years). The Board may if necessary adjust the calculation of a Club Own Revenue Uplift: (a) to ensure that it is calculated on a like-for-like basis; and/or (b) to restate to Fair Market Value any consideration which arises from a Related Party Transaction. The Board shall not make any such adjustment without first having given the Club reasonable opportunity to make submissions as to whether such adjustment is necessary and/or (where paragraph (b) above applies) what constitutes the Fair Market Value of the said consideration; A.1.32. “Club Radio Contract” means any contract upon terms complying in all respects with any directive issued by the League pursuant to Rule D.6 and made between any Club and the local or regional independent radio station or BBC local radio station within whose transmission area the Club’s Stadium is situated; A.1.33. “Club Shirt Sponsor Contract” means any contract between any Club and any Person (not being the manufacturer, producer or distributor of that Club’s Strip) providing for the exhibition upon that Club’s Strip of the agreed prime brand of that Person in accordance with Rule M.30; A.1.34. “Commercial Contract” means any contract entered into by the League relating to sponsorship or like transactions or other matters materially affecting the commercial interests of Clubs other than an International Broadcast Contract, a UK Broadcast Contract or a Radio Contract; A.1.35.“Commercial Contract Revenue” means revenue received by the League under any Commercial Contract; A.1.36.“Commission” means a commission appointed by the Board under the provisions of Rule W.21; A.1.37.“Community Development Expenditure” means: (a) net expenditure by a Club directly attributable to activities (whether in the United Kingdom or abroad) for the public benefit to promote participation in sport and advance social development; and (b) donations made by the Club:
Section A: Definitions and Interpretation 81 (i) to United Kingdom charities in a form recognised by such charities; and/or (ii) for foreign charitable purposes in a form which (had the donations been made to registered United Kingdom charities) would have been recognised as charitable; A.1.38. “Company Secretary” means the Person whose particulars are registered or registrable as the secretary of the League pursuant to section 276 of the Act, and shall include any joint, assistant or deputy secretary; A.1.39. “Compensation Fee” means any sum of money or other consideration (exclusive of value added tax) payable by a Transferee Club to a Transferor Club upon the permanent transfer of the registration of a Contract Player or in respect of an Out of Contract Player; A.1.40. “Compensation Fee Account” means the account bearing that name at Barclays Bank Plc into which Compensation Fees, Loan Fees (including, in both cases, instalments thereof) and Contingent Sums are payable as set out in Rule V.29; A.1.41. “Concert Party” means any Person with which any relevant Person is acting in concert within the meaning of paragraphs (2) to (5) (inclusive) of the definition of “acting in concert” in the City Code on Takeovers and Mergers, or would be so acting in concert if the City Code on Takeovers and Mergers applied in the relevant case; A.1.42.“Conditional Contract” means a playing contract between a Club and a Player which is determinable by the Player at any time; A.1.43.“Connected Person” means any Person who directly or indirectly possesses or is entitled to acquire more than 30 per cent of: (a) the issued ordinary share capital of the company; (b) the loan capital (save where loan capital was acquired in the ordinary course of the business of lending money) and issued share capital of the company; or (c) the assets of the company which would be available for distribution to equity holders in the event of winding up of the company; A.1.44.“Content Session” has the meaning set out in Rule K.90; A.1.45. “Contingent Sum” means any sum of money (exclusive of value added tax) additional to a Compensation Fee, payable upon the happening of a contingent event by a Transferee Club to a Transferor Club consequent upon the transfer of the registration of a player (whether that transfer is permanent or temporary); A.1.46.“Contract Player” means any player (other than an Academy Player) who has entered into a written contract of employment with a Club; A.1.47. “Contract Year” means the period beginning on 1 July in any year and ending on the following 30 June;
Section A: Definitions and Interpretation Guidance The Countdown to Kick-Off in respect of each League Match must be approved by the Premier League in advance. Where Clubs wish to engage in in-Stadium activity of any kind: (a) in the period between 15 minutes prior to kick-off and the kick-off itself; (b) during half-time and/or (c) in the period between the final whistle and 15 minutes following the conclusion of the League Match (whether by way of remembrance, tribute, celebration or otherwise), such activity must be notified to the League as far in advance of the League Match as reasonably practicable (and, in any event, no later than seven days prior to the League Match). Any such activity that is not notified to the League within that deadline will only be approved by the Board in exceptional circumstances. 82 Rules: Section A A.1.51.“Crowd Doctor” means the Official described in Rules O.9 to O.11; A.1.52. “DBS” means the Disclosure and Barring Service, being a non-departmental public body of the Home Office which, amongst other things, processes requests for criminal records checks and barred list information, or any successor body which carries out its functions; A.1.48. “Control” means the power of a Person to exercise, or to be able to exercise or acquire, direct or indirect control over the policies, affairs and/or management of a Club, whether that power is constituted by rights or contracts (either separately or in combination) and having regard to the considerations of fact or law involved, and, without prejudice to the generality of the foregoing, Control shall be deemed to include: (a) the power (whether directly or indirectly and whether by the ownership of share capital, by the possession of voting power, by contract or otherwise including without limitation by way of membership of any Concert Party) to appoint and/or remove all or such of the members of the board of directors of the Club as are able to cast a majority of the votes capable of being cast by the members of that board; and/or (b) the holding and/or possession of the beneficial interest in, and/or the ability to exercise the voting rights applicable to, Shares in the Club (whether directly, indirectly (by means of holding such interests in one or more other persons) or by contract including without limitation by way of membership of any Concert Party) which confer in aggregate on the holder(s) thereof 30 per cent or more of the total voting rights exercisable at general meetings of the Club. For the purposes of the above, any rights or powers of a Nominee for any Person or of an Associate of any Person or of a Connected Person to any Person shall be attributed to that Person; A.1.49. “Conviction” means a finding by a court anywhere in the world that a Person has committed an offence or carried out the act for which he was charged, and Convicted shall be construed accordingly; A.1.50. “Countdown to Kick-Off” means, in respect of each League Match, the document agreed between the Home Club and the Match Manager (and approved by the League) in advance, setting out the timings according to which (among other things) the participating Clubs should line up in the tunnel area and process onto the pitch;
Section A: Definitions and Interpretation 83 A.1.53.“Declaration” means a declaration in Form 5; A.1.54. Subject to Rule A.1.55, “Director” means any Person occupying the position of director of a Club whose particulars are registered or registrable under the provisions of section 162 of the Act and includes a shadow director, that is to say, a Person in accordance with whose directions or instructions the directors of the Club are accustomed to act, or a Person having Control over the Club, or a Person exercising the powers that are usually associated with the powers of a director of a company; A.1.55.For the purposes of Rules H.1 to H.9: (a) a Person shall be excluded from the definition of Director set out in Rule A.1.54 if (and only if): (i) he falls within the said definition of Director solely because Rule A.1.48(b) applies to him; (ii) his aggregate interest (of the kind set out in Rule A.1.48(b)) in the Shares conferring voting rights exercisable at general meetings of the Club is less than 50%; and (b) the Official referred to in Rule J.1.1 shall be included in that definition; A.1.56.“Disclosure” means the service provided by the DBS to Persons registered with it; A.1.57. “Earnings Before Tax” means profit or loss after depreciation and interest but before tax, as shown in the Annual Accounts; A.1.58. “Equal Share Distribution Method” means, in respect of the League’s distribution of any element of Central Funds, the distribution of such funds in equal shares, with one share distributed to each Club; A.1.59.“Events of Insolvency” means the events set out in Rule E.30; A.1.60.“Facility Fees Fund” means the fund established out of UK Broadcast Revenue and distributed in accordance with Rule D.17.3; A.1.61.“Faculty” has the meaning set out in Rule O.10; A.1.62.“F.A. Cup” means the Football Association Challenge Cup competition; A.1.63. “Fair Market Value” means the amount for which an asset could be sold, licensed or exchanged, a liability settled, or a service provided, between knowledgeable, willing parties in an arm’s length transaction; A.1.64.“Feature Session” has the meaning set out in Rule K.103; A.1.65.“Fellow Subsidiary Undertaking” has the meaning set out in section 1161(4) of the Act; A.1.66.“FIFA” means the Fédération Internationale de Football Association;
Section A: Definitions and Interpretation Guidance For the purposes of calculating the Fixed Central Funds Distribution Ratio, the ‘maximum’ referred to is the total that a Club would receive if it finished the Season as League Champions and received the highest possible number of facility fees. The ‘minimum’ is the total that a Club would receive if it finished in 20th position and received the lowest possible number of facility fees. 84 Rules: Section A A.1.69.“The Football Association” means The Football Association Limited; A.1.70.“The Football Association Rules” means the rules and regulations for the time being of The Football Association; A.1.71.“Football Creditor” has the meaning set out in Rule E.36; A.1.72.“The Football League” means The Football League Limited and/or the league competitions organised by it, as appropriate; A.1.73.“The Football League Cup” means the cup competition organised by the board of The Football League; A.1.74.“Form” means the appropriate form or substantially the same form as that prescribed in these Rules; A.1.75.“Future Financial Information” has the meaning set out in Rule E.11; A.1.76. “Gambling Related Agreement” means any agreement: (i) which concerns any advertising, marketing, promotion, supply or provision of betting, gaming, lottery or other gambling related products, services, brands or facilities (whether as part of a Club Shirt Sponsor Contract, the appointment of a gambling partner or otherwise); and/or (ii) where the business activities of any of the parties (or of an Associated Undertaking or Group Undertaking of any of the parties) to such agreement include the provision of betting, gaming, lottery or other gambling related products, services or facilities; A.1.67. “Financial Institution” means any entity which is incorporated in, or formed under the law of any part of the United Kingdom, and which has permission under Part 4a of the Financial Services and Markets Act 2000 to carry on the regulated activity of accepting deposits (within the meaning of section 22 of that statute, taken with Schedule 2 and any order under section 22) but such definition shall not include: (a) a building society (within the meaning of section 119 of the Building Societies Act 1986); or (b) a credit union (within the meaning of section 31 of the Credit Unions Act 1979); A.1.68. “Fixed Central Funds Distribution Ratio” means a ratio reflecting the fact that, in respect of any one Season, the maximum possible Central Funds distribution that one Club could receive is an amount equal to 180% of the minimum possible Central Funds distribution that one Club could receive;
Section A: Definitions and Interpretation 85 A.1.77. “General Meeting” means any meeting of the members of the League duly called in accordance with the provisions of Article 18; A.1.78.“Goal Line Technology” means all necessary equipment for the purpose of assisting the referee to determine whether, in a League Match, a goal has been scored; A.1.79. “Group Accounts” mean accounts that a Club is required to prepare pursuant to section 399 of the Act, or which its Parent Undertaking is required to deliver to the registrar of companies pursuant to section 400(2)(e) or section 401(2)(f) of the Act; A.1.80.“Group Undertaking” has the meaning set out in section 1161(5) of the Act; A.1.81. “Hardwiring” means the permanent installation of cabling, to the League’s specification, to enable the uninterrupted live Transmission of League Matches and “Hardwired” shall be construed accordingly; A.1.82.“Head of Safeguarding” means the member of Staff appointed to that role by each Club in accordance with Rule S.4; A.1.83.“HMRC” means Her Majesty’s Revenue and Customs or such other government department(s) that may replace the same; A.1.84. “Holding” means the holding and/or possession of the beneficial interest in, and/or the ability to exercise the voting rights applicable to, Shares in the Club (whether directly, indirectly (by means of holding such interests in one or more other Persons) or by contract including without limitation by way of membership of any Concert Party) which confer any voting rights exercisable at general meetings of the Club. For the purposes of the above, any rights or powers of a Nominee for any Person shall be attributed to that Person, that is to say any rights or powers which another Person possesses on his behalf or may be required to exercise at his direction or on his behalf and any rights or powers of any other Person which is a Connected Person to any Person shall be attributed to that Person; A.1.85. “Home Club” means the Club at whose Stadium a League Match is or was or should be or should have been played or, where the Clubs participating in that League Match share a Stadium, the Club whose name first appears in respect of that League Match on the League’s fixture list; A.1.86. “Home Grown Player” means a Player who, irrespective of his nationality or age, has been registered with any Club (or club) affiliated to The Football Association or the Football Association of Wales for a period, continuous or not, of three Seasons or 36 months prior to his 21st birthday (or the end of the Season during which he turns 21) and, for the purposes of this definition of “Home Grown Player”, a Season will be deemed to commence on the date on which the relevant Summer Transfer Window closes and expire on the date of the final League Match of the Season; A.1.87. “Host Broadcaster” has the meaning set out in Rule K.112.1; A.1.88. “Image Contract” means any contract whereby a Player transfers to any Person the right to exploit his image or reputation either in relation to football or non-footballing activities;
Section A: Definitions and Interpretation 86 Rules: Section A A.1.89.“Image Contract Payment” means any payment made or liability incurred by or on behalf of a Club to such a Person in order to acquire that right; A.1.90.“Individual Voluntary Arrangement” means an arrangement made under the provisions of Part VIII of the 1986 Act; A.1.91. “Intermediary” means any Person who qualifies as an Intermediary for the purposes of the FA Regulations on Working with Intermediaries (as amended from time to time); A.1.92. “International Broadcaster” means a Person with which the League has entered into an International Broadcast Contract and which is entitled to effect the Transmission of League Matches in accordance with the terms of that contract; A.1.93. “International Broadcast Contract” means any contract entered into by the League for the Transmission of League Matches outside the United Kingdom, the Republic of Ireland, the Isle of Man and the Channel Islands; A.1.94.“International Broadcast Revenue” means revenue received by the League under any International Broadcast Contract; A.1.95. “International Broadcast Revenue Excess” means, in respect of any one Season, the Net Distributable International Broadcast Revenue in excess of the International Broadcast Threshold Amount; A.1.96. “International Broadcast Threshold Amount” means the figure notified to Clubs each Season, calculated to reflect an increase from the Season three years prior in accordance with the Three-Year Compound CPI Formula; A.1.97. “International Content Session” has the meaning set out in Rule K.98; A.1.98. “International Transfer” means the transfer of the registration of a player to a Club in respect of which an international transfer certificate is required under the provisions of the FIFA Regulations on the Status and Transfer of Players; A.1.99.“International TV Commentary Positions” means the commentary positions more particularly described in Rules K.53 and K.54; A.1.100. “Interview Backdrops” means backdrops against which interviews must, where specified by these Rules, be conducted. The Interview Backdrops will be provided to Clubs from time to time by the League; A.1.101.“Lead Disclosure Officer” means the member of Staff appointed to that role by each Club in accordance with Rule S.21; A.1.102.“League” means The Football Association Premier League Limited; A.1.103.“League Champions” has the meaning set out in Rule C.11; A.1.104.“League Match” means a first team match played under the jurisdiction of the League; A.1.105.“League Office” means the registered office for the time being of the League;
Section A: Definitions and Interpretation Guidance The appointment of a Match Manager in relation to a League Match does not absolve Clubs from compliance with their responsibilities under Rules L.29 and L.30 (which provide for prompt kick-offs and re-starts of League Matches) or with any of the provisions of Section K concerning Broadcaster access requirements. 87 A.1.114.“Match Officials” means referees, assistant referees, video assistant referees and assistant video assistant referees and includes reserve officials and fourth officials; A.1.115.“Material Transactions” has the meaning set out in Rule H.1; A.1.116.“Medical Coordinator” means the Official described in Rule O.7; A.1.106. “Licensing Manual” means the manual in which are set out procedures agreed between The Football Association and the League relating to applications for and the granting of licences enabling Clubs (or clubs) to play in UEFA Club Competitions; A.1.107.“Loan Fee” means any sum of money (exclusive of value added tax) payable by a Transferee Club to a Transferor Club upon a Temporary Transfer; A.1.108.“Manager” means the Official of a Club responsible for selecting the Club’s first team; A.1.109.“Managers’ Arbitration Tribunal” has the meaning set out in Rule Y.1; A.1.110.“Mandatory Medical Equipment Form” means the document referred to Rule O.8, in such form as prescribed by the Board from time to time; A.1.111. “Match Day Information Sheet” means, in respect of each League Match, the administrative document produced by the League and distributed to the Home Club and Visiting Club in advance, containing relevant information for match day operations including (but not limited to) approved Strips, the identity of the relevant Match Officials, the Countdown to Kick-Off and the identities and contact details of the Match Manager and other League representatives; A.1.112.“Match Day Medical Requirements Form” means the document referred to Rule O.7, in such form as prescribed by the Board from time to time; A.1.113. “Match Manager” means a representative of the League who may be appointed to act in relation to a League Match and whose responsibilities include (without limitation): (a) liaising with Clubs, Match Officials, Broadcasters and any Person with whom the League has entered into a Commercial Contract to promote the delivery by the League of all match day requirements and entitlements of Broadcasters and such Persons pursuant to these Rules; (b) assisting Clubs to comply with their obligations pursuant to Rule D.3 insofar as those obligations must be fulfilled at League Matches; and (c) working with Clubs and Broadcasters to enable the referee to ensure that the kick-off, and re-start after half-time, of each League Match take place promptly;
Section A: Definitions and Interpretation 88 Rules: Section A A.1.117.“Memorandum” means the Memorandum of Association of the League; A.1.118. “Mental and Emotional Wellbeing Action Plan” means a document setting out internal roles and responsibilities regarding mental and emotional wellbeing, internal initiatives and processes for support, education and monitoring the mental and emotional wellbeing needs of employees (including Players) and such other matters as advised by the Board from time to time; A.1.119.“Mental and Emotional Wellbeing Lead” means the board-level Official designated that role in accordance with Rule S.23; A.1.120. “Merit Based Distribution Method” means, in respect of the League’s Distribution of UK Broadcast Revenue and (if applicable) International Broadcast Revenue, the distribution of such funds in shares in accordance with the following table: End of Season Number of shares League position 120 219 318 417 516 615 714 813 912 1011 1110 129 138 147 156 165 174 183 192 201 A.1.121.“Merit Payments Fund” means the fund established out of UK Broadcast Revenue and distributed in accordance with Rule D.17.2; A.1.122. “Mixed Zone” means the area in which media interviews with Players and Managers may be conducted after the conclusion of a League Match, as more particularly described in Rules K.69 and K.70;
Section A: Definitions and Interpretation 89 A.1.123.“Monthly Contract” has the meaning set out in Rule T.11.2; A.1.124. “Net Distributable International Broadcast Revenue” means, in respect of any one Season, the total sum that is distributed to Clubs and Relegated Clubs out of International Broadcast Revenue (ie, following the deductions referred to at Rules D.18.1 and D.18.2 and adjusted to take account of any foreign exchange and/or gain); A.1.125.“New Registration” has the meaning set out in Rule U.14; A.1.126. “Nominee” means, in connection to any Person, another Person who possesses rights or powers on his behalf, or which he may be required to exercise at his discretion; A.1.127.“Official” means any director, secretary, servant or representative of a Club, excluding any Player, Intermediary or auditor; A.1.128.“Out of Contract Player” means a Contract Player whose contract of employment with a Club has expired; A.1.129.“Outside Broadcast Compound” means the area for the exclusive use of TV Broadcasters’ vehicles more particularly described at Rules K.79 to K.81; A.1.130.“Panel” has the meaning set out in Rule W.14; A.1.131.“Parent” means a Person who has parental responsibility for a Child; A.1.132.“Parent Undertaking” has the meaning set out in section 1162 of the Act; A.1.133.“PAYE and NIC” means any and all payments required to be made by a Club in respect of income tax and national insurance contributions; A.1.134. “Person” includes any natural person, legal entity, firm or unincorporated association and in the case of a Person which is incorporated any of its Associated Undertaking, Fellow Subsidiary Undertaking, Group Undertaking, Parent Undertaking or Subsidiary Undertaking; A.1.135.“PGB” has the meaning set out in Rule B.23; A.1.136.“PGMOL” means the Professional Game Match Officials Limited; A.1.137.“Player” means any Contract Player, Out of Contract Player, Amateur Player or Academy Player who is registered to play for a Club; A.1.138.“Player Services Costs” means: (a) the total of all gross remuneration and benefits payable by a Club to or in respect of its Contract Players; (b) (where applicable) employer’s national insurance contributions thereon; and (c) any direct contributions made by a Club for a Player’s benefit to a pension scheme or to an employee benefit trust or an employer-financed retirement benefit scheme;
Section A: Definitions and Interpretation 90 Rules: Section A A.1.139. “Player’s Image” means the Player’s name, nickname, fame, image, signature, voice and film and photographic portrayal, virtual and/or electronic portrayal image or representation, reputation, replica and all other characteristics of the Player including his shirt number; A.1.140.“Post-Match Media Conference” has the meaning set out in Rules K.128 to K.131; A.1.141.“Pre-Match Media Conference” has the meaning set out in Rule K.106; A.1.142.“Pre-Match Positions” has the meaning set out in Rule K.108; A.1.143.“Premier League Appeals Committee” means the committee constituted in accordance with Rule Z.2; A.1.144. “Premier League Match Centre” means the facility, staffed by representatives of the League and PGMOL during each League Match, that provides support for all on-field football and the League’s match day operational matters; A.1.145.“Premier League Safeguarding Standards” means the document by that name published by the League from time to time; A.1.146.“Pre-Season Content Session” has the meaning set out in Rule K.139; A.1.147. “Professional Football Compensation Committee” means the committee constituted in accordance with the Regulations of the Professional Football Compensation Committee; A.1.148. “Professional Footballers’ Pension Scheme” means the pension scheme organised by the Professional Footballers’ Association which provides benefits for Players and their dependants during their playing career and after they retire; A.1.149. “Professional Game Youth Fund” means the fund of that name managed by the League which shall award grants from the fund’s resources to qualifying Clubs and Football League clubs; A.1.150.“Promoted Club” means a Club which became a member of the League at the end of the previous Season pursuant to Rule B.5; A.1.151.“Radio Commentary Positions” means the commentary positions more particularly described in Rule K.55; A.1.152. “Radio Contract” means any contract entered into by the League other than an International Broadcast Contract or a UK Broadcast Contract for the Radio Transmission of League Matches; A.1.153.“Radio Contract Revenue” means revenue received by the League under any Radio Contract; A.1.154. “Radio Broadcaster” means a Person with which the League has entered into a Radio Contract and which is entitled to effect the Radio Transmission of League Matches in accordance with the terms of that contract;
Section A: Definitions and Interpretation 91 A.1.155. “Radio Transmission” means any terrestrial or satellite broadcast or transmission by cable of sounds of and/or commentary upon any League Match or inclusion thereof in a cable programme service and/or on the Internet and/or any relay of sound of and/or commentary upon any League Match whether to an open or closed user group by any means now existing or hereafter invented not consisting solely of storage and distribution of recorded sounds in tangible form whether such radio transmission is on a live or recorded basis in whole or as excerpts; A.1.156. “Relegated Club” means a Football League club which was relegated under the provisions of Rule C.14 at the end of any of the three previous Seasons and which remains relegated; A.1.157. “Relegated Club Shares” means: (a) one share of the Basic Award Fund; and (b) one share of all Net Distributable International Broadcast Revenue distributed to Clubs by the League in accordance with the Equal Share Distribution Method for the relevant Season. For the avoidance of doubt, it does not include any element of any International Broadcast Revenue distributed to Clubs by the League in accordance with the Merit Based Distribution Method; A.1.158. “Related Party Transaction” means a transaction disclosed in a Club’s Annual Accounts as a related party transaction or which would have been disclosed as such except for an exemption under the accounting standards under which the Annual Accounts were prepared; A.1.159. “Representation Contract” means an agreement to which a Club and an Intermediary are party and pursuant to which the Intermediary acts for the Club or a Player in the context of either the registration or transfer of the registration of a Player or the employment of a Player by a Club; A.1.160.“Resolution” has the meaning set out in Article 1; A.1.161.“Respondent” has the meaning set out in Rule W.24.2; A.1.162.“Retired Player” means a Player who has stopped playing competitive football; A.1.163. “Rules” means the rules for the time being of the League and a letter and a number following a reference to a Rule identifies the Section in which it is comprised and its number within that Section; A.1.164.“Safeguarding Officer” means the member of Staff to whom safeguarding duties may be delegated by the Head of Safeguarding in accordance with Rule S.6; A.1.165. “Scout” means any Person employed or engaged by a Club (whether on a full-time or part-time basis and whether or not he is remunerated in any way for his services) whose duties include identifying to his Club players whose registration his Club may wish to secure; A.1.166. “Season” means the period commencing on the date of the first League Match on the fixture list of the League’s first team competition and ending on the date of the last;
Section A: Definitions and Interpretation 92 Rules: Section A A.1.167.“Section” means a Section of these Rules; A.1.168. “Secure Funding” means funds which have been or will be made available to the Club in an amount equal to or in excess of any Cash Losses which the Club has made in respect of the period from T-2 and is forecast to make up to the end of T+2. Secure Funding may not be a loan and shall consist of: (a) contributions that an equity participant has made by way of payments for shares through the Club’s share capital account or share premium reserve account; (b) an irrevocable commitment by an equity participant to make future payments for shares through the Club’s share capital account or share premium reserve account. This irrevocable commitment shall be evidenced by a legally binding agreement between the Club and the equity participant and may if the Board so requires be secured by one of the following: (i) a personal guarantee from the ultimate beneficial owner of the Club, provided that the Board is satisfied that (a) he is of sufficient standing and (b) the terms of the guarantee are satisfactory; (ii) a guarantee from the Club’s Parent Undertaking or another company in the Club’s Group, provided that the Board is satisfied that (a) the guaranteeing company is of sufficient standing and (b) the terms of the guarantee are satisfactory; (iii) a letter of credit from a Financial Institution of sufficient standing and an undertaking from the Club’s directors to the Premier League to call on the letter of credit in default of the payments from the equity participant being made; (iv) payments into an escrow account, to be paid to the Club on terms satisfactory to the Board; (v) such other form of security as the Board considers satisfactory; or (c) such other form of Secure Funding as the Board considers satisfactory; A.1.169.“Senior Safeguarding Lead” means the board-level representative appointed to that role by each Club in accordance with Rule S.3; A.1.170.“Shares” means shares or other equity securities; A.1.171. “Significant Interest” means the holding and/or possession of the legal or beneficial interest in, and/or the ability to exercise the voting rights applicable to, Shares in the Club which confer in aggregate on the holder(s) thereof 10 per cent or more of the total voting rights exercisable in respect of any class of Shares of the Club. All or part of any such interest may be held directly or indirectly or by contract including, but not limited to, by way of membership of any Concert Party, and any rights or powers held by an Associate, Nominee or Connected Person shall be included for the purposes of determining whether an interest or interests amounts to a “Significant Interest”;
Section A: Definitions and Interpretation Guidance The Technical Specification is the detailed working document showing how the requirements of the Rules will be translated into working facilities at each Club’s Stadium on match days. For example, it will show the location of each of the required facilities, such as: 93 A.1.172. “Signing-on Fee” means a lump sum payment payable under the terms of a contract between a Club and a Contract Player and which is expressed to be a signing-on fee; A.1.173. “Spent Conviction” means a conviction in respect of which the offender is treated as rehabilitated for the purposes of the Rehabilitation of Offenders Act 1974 or, where this statute does not apply for any reason, a conviction which would be so treated had the provisions of the statute applied; A.1.174. “Squad List” means the list of up to a maximum of 25 Players eligible to participate in League Matches during a Season of whom a maximum of 17 may not be Home Grown Players; A.1.175.“Stadium” means the Club’s ground registered with the Board pursuant to Rule K.5; A.1.176. “Staff” means any employee of a Club or volunteer involved in any Activity on behalf of or with the authorisation of the Club and/or who works directly with (and/or has influence over) Children or Adults at Risk (or acts on their behalf in any way); A.1.177.“Stakeholders” has the meaning set out in Rule R.2; A.1.178.“Strip” means Players’ shirts, shorts and stockings; A.1.179.“Subsidiary Undertaking” has the meaning set out in section 1162 of the Act; A.1.180.“Summer Transfer Window” has the meaning set out in Rule V.2; A.1.181.“T” means the Club’s Accounting Reference Period ending in the year in which assessment pursuant to Rules E.18 to E.22 and E.53 to E.60 takes place, and: (a) “T-1” means the Club’s Accounting Reference Period immediately preceding T; (b) “T-2” means the Club’s Accounting Reference Period immediately preceding T-1; (c) “T+1” means the Club’s Accounting Reference Period immediately following T; and (d) “T+2” means the Club’s Accounting Reference Period immediately following T+1; A.1.182.“Team Doctor” means the Official described in Rules O.4 to O.5; A.1.183. “Technical Specification” means a specification, unique to each Club, showing how that Club will deliver each of the facilities, infrastructure requirements and services required of it pursuant to Rules K.43 to K.89 and K.133 to K.155 on the occasion of League Matches played at its Stadium;
Section A: Definitions and Interpretation • • • • • the television cameras; the dedicated rooms for Broadcasters such as the Television Studios; the location of the Mixed Zone; the location of the dedicated car park spaces; and the location of the Outside Broadcast Compound. 94 Rules: Section A A.1.184.“Television Gantry” means the television gantry more particularly described in Rules K.48 to K.50; A.1.185.“Temporary Transfer” has the meaning set out in Rule V.5; A.1.186. “Third Party Payment” means any payment made or liability incurred (other than Compensation Fees, remuneration or payments to or for the benefit of Intermediaries referred to in Rule H.1) by or on behalf of a Club in respect of a Player, including an Image Contract Payment; A.1.187. “Three-Year Compound CPI Formula” means, in respect of a three-Season period, a calculation compounding the consumer price index figure published by the Office of National Statistics for that three-year period; A.1.188.“Transfer Agreement” means an agreement between a Transferor Club and a Transferee Club for the permanent transfer of the registration of a Contract Player; A.1.189.“Transfer Window” has the meaning set out in Rule V.1; A.1.190. “Transferee Club” means a Club (or club) to which the registration of a Contract Player is, or is to be or has been transferred (including on the basis of a Temporary Transfer) or which, in the case of an Out of Contract Player, effects his New Registration; A.1.191. “Transferor Club” means a Club (or club) from which the registration of a Contract Player is, or is to be or has been transferred (including on the basis of a Temporary Transfer) or which, in the case of an Out of Contract Player, holds his registration under the provisions of Rule U.29.2; A.1.192. “Transmission” means any terrestrial or satellite broadcast of television or other moving pictures with or without sound or transmission by cable of moving pictures with or without sound or inclusion of moving pictures with or without sound in a cable programme service and/or on the Internet and/or relay of moving pictures with or without sound whether to an open or closed user group by any means now existing or hereafter invented not consisting solely of the storage and distribution of recorded pictures with or without sound in tangible form whether the said transmission is on a live or recorded basis in whole or as excerpts. “Transmitted” shall be construed accordingly; A.1.193.“TV Broadcaster” means a UK Broadcaster or an International Broadcaster; A.1.194.“UEFA” means the Union des Associations Européennes de Football;
Section A: Definitions and Interpretation 95 A.1.195.“UEFA Club Competition” means the club competitions organised by UEFA; A.1.196. “UEFA Club Licence” means the licence granted by The Football Association in accordance with the procedures set out in the Licensing Manual enabling Clubs (or clubs) to play in UEFA Club Competitions; A.1.197. “UK Broadcast Contract” means any contract entered into by the League for the Transmission of League Matches within the United Kingdom, the Republic of Ireland, the Isle of Man and the Channel Islands; A.1.198. “UK Broadcaster” means a Person with which the League has entered into a UK Broadcast Contract and which is entitled to effect the Transmission of League Matches in accordance with the terms of that Contract; A.1.199.“UK Broadcast Revenue” means revenue received by the League under any UK Broadcast Contract; A.1.200.“UK Content Session” has the meaning set out in Rule K.94; A.1.201.“UK TV Commentary Positions” means the commentary positions more particularly described in Rule K.52; A.1.202.“Under 21 Player” means a Player under the age of 21 as at 1 January in the year in which the Season concerned commences (i.e. for Season 2019/2020 born on or after 1 January 1998); A.1.203.“VAR” has the meaning set out in Rule K.25; A.1.204. “Visiting Club” means the Club playing, which has played, which should play or which should have played a League Match at the Stadium of a Home Club or, where the Clubs participating in that League Match share a Stadium, the Club whose name last appears in respect of that League Match on the League’s fixture list; A.1.205.“Week by Week Contract” means a playing contract between a Club and a Player which is determinable by either party on seven days’ written notice; A.1.206.“Winter Transfer Window” has the meaning set out in Rule V.3; A.1.207. “Women’s Football Expenditure” means expenditure by a Club directly attributable to activities to train, educate and develop players involved in women’s football teams (including, for the avoidance of doubt such activities as they relate to female players under the age of 18); A.1.208. “Working Day” means any day on which the League Office is open for normal business but excluding, unless the Board determines otherwise, a Saturday, a Sunday or a Bank or Public Holiday; A.1.209.References to “written” or “in writing” shall be construed to include: (a) hard copy; (b) facsimile transmission; and (c) subject to any guidance issued by the Board, email (including any attachment to an email),
Section A: Definitions and Interpretation 96 Rules: Section A but shall not include any form of electronic communication other than those listed in Rules (b) to (c) above. Where a communication is sent by email, the burden of proof of receipt shall be on the sender; A.1.210. “Youth Development Expenditure” means expenditure by a Club directly attributable to activities to train, educate and develop Academy Players net of any portion of Central Funds paid to Clubs solely for the purpose of such activities; and A.1.211.“Youth Development Rules” means the Youth Development Rules which accompany and are incorporated into these Rules. Interpretation A.2.Terms defined in Youth Development Rule 1 shall have the meanings set out in that rule. A.3. Unless the context otherwise requires: A.3.1. words importing the singular number shall include the plural and vice versa; and A.3.2. words importing any particular gender shall include all other genders. A.4. References to statutory provisions shall be construed as references to those provisions as they may be amended or re-enacted. A.5.The headings in these Rules are for convenience only and shall not affect their interpretation. A.6.Unless otherwise stated, the provisions of the Articles shall prevail in the event of any conflict with these Rules. A.7. These Rules shall be governed by and shall be construed in accordance with English law. Strictly without prejudice to the arbitration and other dispute resolution provisions of these Rules, disputes relating to these Rules shall be subject to the exclusive jurisdiction of the English courts.
The League: Governance, Operations and Finance Section B: The League – Governance 97 Name and Membership B.1. The League’s first team competition shall be called the “Premier League”. B.2. The League’s first team competition shall consist of teams of those association football clubs playing in England and Wales not exceeding 20 in number which are from time to time members of the League. B.3. Each member Club shall on request give to the League the address of its registered office and shall provide to the League certified true copies of: B.3.1. its certificate of incorporation; B.3.2. its memorandum of association; B.3.3. its articles of association; and B.3.4. any amendments to the above documents. B.4. At the end of each Season the Board shall require each of the Clubs relegated in accordance with Rule C.14 to execute an instrument transferring its ordinary share in the League to such of the three clubs promoted to the League from The Football League as the Board directs. B.5.Upon such share transfers being registered in accordance with the Articles each of the Promoted Clubs will become a member of the League. B.6. A Club shall cease to be entitled to be a member of the League (and upon registration in accordance with the Articles of the transfer of its ordinary share in the League shall cease to be a member thereof) following: B.6.1. its relegation in accordance with Rule C.14; B.6.2. the receipt of a notice by the Board under the provisions of Article 10.1; B.6.3. its expulsion under the provisions of Rule B.7; or B.6.4. its resignation under the provisions of Rules B.8. B.7. Notwithstanding the provisions of Article 27, the League may expel a Club from membership upon a special Resolution to that effect being passed by a majority of not less than three-quarters of such members as (being entitled to do so) vote by their representatives or by proxy at a General Meeting of which notice specifying the intention to propose the Resolution has been duly given. B.8. Any Club intending to resign as a member of the League may do so only with effect from the end of the Season upon which it is intended that such resignation is to take effect provided that it shall give notice in writing to that effect to the Company Secretary on or before the 31 December preceding the end of such Season. B.9. Any Director of a Club giving notice under the provisions of Rule B.8 who represents the League on the Council of The Football Association shall vacate that office forthwith upon the giving of the notice.
Section B: The League - Governance 98 Rules: Section B B.10. Not earlier than the 1 March nor later than the 31 March following the giving of a notice under Rule B.8, the Club giving such notice shall notify the Company Secretary in writing whether such notice is confirmed or withdrawn. If no such notice is given, the notice under Rule B.8 shall be deemed to have been withdrawn. B.11. Without prejudice to the powers contained in Section W of these Rules (Disciplinary), any Club purporting to resign otherwise than in accordance with Rules B.8 and B.10 shall on demand indemnify the League on behalf of itself and the Clubs remaining in membership of the League against all losses, damages, liabilities, costs or expenses whatsoever suffered or incurred by the League or such Clubs resulting directly or indirectly from such purported resignation including without limitation loss of income or profits from any Commercial Contract, UK Broadcast Contract, International Broadcast Contract or Radio Contract. Board Powers B.12. Where a discretion, right or power is expressed in these Rules to be exercisable by the Board, such discretion, right or power shall, unless otherwise provided in these Rules or the Articles, be exercisable by the Board in its sole and absolute discretion or as a sole right or power of the Board and shall when exercised be final and binding and not subject to appeal. B.13. The Board may appoint any Person who is not an Official to deputise for either the Chairman or the chief executive when the Board is required to exercise its function under either Rules T.30, T.31, T.32, W.1 or Youth Development Rules 288, 289 and 291. Procedure at General Meetings B.14. Subject to the provisions of the Articles and the Act, the Chairman may regulate the procedure for General Meetings as he thinks fit. Unless otherwise determined by the Chairman: B.14.1Clubs must give to the League not less than 28 clear days’ notice of any item for inclusion on the agenda of a forthcoming General Meeting; and B.14.2two representatives from each Club may attend General Meetings, each of whom may speak but only one of whom shall be entitled to vote. Relationship between Clubs and the League B.15. Membership of the League shall constitute an agreement between the League and Club (both on its own behalf and on behalf of its Officials) and between each Club to be bound by and comply with: B.15.1.the Laws of the Game (and any protocols issued by the International Football Association Board); B.15.2.The Football Association Rules; B.15.3. the Articles; B.15.4.these Rules; B.15.5.the statutes and regulations of FIFA;
Section B: The League - Governance 99 B.15.6.the statutes and regulations of UEFA; and B.15.7. the Regulations of the Professional Football Compensation Committee, each as amended from time to time. B.16.In all matters and transactions relating to the League each Club shall behave towards each other Club and the League with the utmost good faith. B.17.No Person bound by these Rules, including any Club (either by itself, its registered Players, Officials, employees or agents), shall do any of the following: (a) conduct itself in an abusive, insulting, intimidating or offensive manner towards any (other) Club or the League or (where applicable in either case) any of its registered Players, Officials, employees or agents; (b) commit any act (or omission) or make any statement that is discriminatory by means of race, religion, gender, sexuality, colour or national or ethnic origin; or (c) commit any act (or omission) or make any statement that brings the League, its competition, a Club, a Broadcaster or a party to a Commercial Contract into disrepute. B.18. A Club shall not, without the Board’s prior written consent, either during its membership of the League or at any time after its membership has terminated, disclose or divulge, either directly or indirectly, to any Person whatsoever or otherwise make use of any confidential information as to the business or finances of the League or any other Club or any of their dealings, transactions or affairs or as to any other matters which may come to its knowledge by reason of its membership, save to statutory and regulatory authorities or as may be required by law or to such Officials and Auditors of that Club to whom such disclosure is strictly necessary for the purpose of their duties and then only to the extent so necessary. B.19. Without prejudice to the League’s powers of inquiry under Rule W.1, each Club shall comply promptly and in full with any request for information made by the League (including, for the avoidance of doubt, any such request made pursuant to a demand from a statutory or regulatory authority). Football Association Representation B.20. Under the articles of association of The Football Association, the League is entitled to appoint annually six representatives to the Council of The Football Association. Any Person who is an Official or a director or officer of the League shall be eligible for appointment. Five such representatives shall be elected by Clubs in General Meeting and one shall be appointed by the Board subject to ratification by Clubs in General Meeting.
Section B: The League - Governance 100 Rules: Section B B.21. Under the articles of association of The Football Association, the League is entitled to appoint annually one member of The Football Association board of directors. Any Person who is a Football Association council representative appointed in accordance with Rule B.20 or, if a representative of a regional division of The Football Association, a Person who is an Official, shall be eligible for appointment. The Board shall appoint the representative subject to ratification by Clubs in General Meeting. B.22. Under the articles of association of The Football Association, the League and The Football League are entitled to appoint annually a mutually agreed upon member of The Football Association board of directors. The identity of such individual shall be determined following consultation between the League and The Football League and appointed by the Board subject to ratification by Clubs in General Meeting. B.23. Under the articles of association of The Football Association, the League is entitled to appoint four members of the Professional Game Board (the “PGB”), a committee of the board of directors of The Football Association. The Board shall appoint the four members of the PGB (one of whom shall always be the member of the board of directors of The Football Association appointed in accordance with Rule B.21) subject to ratification by Clubs in General Meeting. Provided always that at least two of the appointed PGB members shall be Football Association Council representatives appointed in accordance with Rule B.20, the following shall be eligible for appointment: B.23.1. an Official; B.23.2. a Football Association council representative appointed in accordance with Rule B.20; and B.23.3. a director or officer of the League.
The League: Governance, Operations and Finance Section C: The League Competition 101 The League Competition C.1. Each Club shall play two League Matches against each other Club each Season, being the Home Club in respect of one such League Match and the Visiting Club in respect of the other. C.2. The winner of a League Match shall score three points. Each Club participating in a League Match which is drawn shall score one point. C.3. The results of League Matches shall be recorded by the Board in a table containing, in respect of each Club, the following information: C.3.1. the number of League Matches played in that Season; C.3.2. the number of League Matches won, drawn and lost as a Home Club in that Season; C.3.3. the number of League Matches won, drawn and lost as a Visiting Club in that Season; C.3.4. the number of goals scored in League Matches by and against that Club in that Season; and C.3.5. the number of points scored in that Season. C.4. The position of Clubs in the table shall be determined by the number of points scored in that Season, the Club having scored the highest number of points being at the top of the table and the Club having scored the lowest number of points being at the bottom. C.5. If any two or more Clubs have scored the same number of points their position in the table shall be determined on goal difference, that is to say, the difference between the total number of goals scored by and against a Club in League Matches in that Season, and the higher or highest placed Club shall be the Club with the higher or highest goal difference. C.6. If any two or more Clubs have scored the same number of points and have the same goal difference the higher or highest placed Club shall be the Club having scored the most goals in League Matches in that Season. C.7. Subject to Rule C.17, if any two or more Clubs have scored the same number of points, have the same goal difference and have scored the same number of goals in League Matches in that Season; they shall be deemed to occupy the same position in the table. Determination and Accreditation of Goals C.8. Goal Line Technology shall be utilised at League Matches (save that, for the avoidance of doubt, a League Match shall proceed even if Goal Line Technology is unavailable for part or all of it). The referee’s decision as to whether a goal has been scored shall be final. C.9. The League shall keep a record of the scorer of each goal in each League Match. C.10. The Board will review all goals scored in every League Match, and if there are any in respect of which the identity of the scoring Player is in doubt, then the issue shall be resolved by such means as the Board determines in advance of each Season.
Section C: The League Competition 102 Rules: Section C The League Championship C.11.The Club which is at the top of the table at the end of the Season shall be the League Champions. C.12. The League Champions shall receive a trophy which it shall return to the Board in good order and condition not later than three weeks before its final League Match of the next Season. C.13. The League Champions shall further receive 40 commemorative medals to be presented by the Club to its Manager and to such of its Players and Officials as it thinks fit provided that any Player who has entered the field of play in a minimum of five of its League Matches that Season shall receive from the Club a commemorative medal. Additional medals may only be presented with the consent of the Board which shall only be given if the total number of Players who have entered the field of play that Season in a minimum of five of the Club’s League Matches exceeds 39. Relegation C.14.Subject to Rule C.15, the bottom three Clubs in the table at the end of the Season shall be relegated to The Football League. C.15. If any Club ceases during the Season to be a member of the League, the record of the League Matches in which it has participated that Season shall be expunged from the table and the number of Clubs to be relegated at the end of that Season shall be reduced so as to maintain at 20 (or, if less, as near thereto as may be) the number of Clubs in membership of the League at the beginning of the next Season. C.16. If any Club ceases to be a member of the League other than by reason of relegation after the end of the Season but before the Board has fixed the dates of League Matches for the next Season, the Board may invite the relegated club which attained the highest position in the table referred to in Rule C.3 at the end of the previous Season to rejoin the League. League Position C.17. If at the end of the Season either the League Champions or the Clubs to be relegated or the question of qualification for other competitions cannot be determined because two or more Clubs are equal on points, goal difference and goals scored, the relative position in the table of the Clubs will be determined by the following means: C.17.1. the total points scored by the relevant Clubs in the League Matches in that Season contested by those Clubs (“Head-to-Head Matches”), with the Club having scored the highest number of points in Head-to-Head Matches occupying the highest position in the table and the Club having scored the lowest number of points in Head-to-Head Matches occupying the lowest position in the table; C.17.2. if the Clubs cannot be separated by operation of Rule C.17.1, the Club scoring the higher number of goals whilst the Visiting Club in Head-to-Head Matches occupying the higher position in the table; and C.17.3. if two Clubs cannot be separated by operation of Rule C.17.1 and C.17.2, a play-off on a neutral ground, the format, timing and venue of which shall be determined by the Board.
The League: Governance, Operations and Finance Section D: The League – Finance 103 Obligations of the League D.1. Subject to the provisions of Article 49, the League shall enter into Commercial Contracts, UK Broadcast Contracts, International Broadcast Contracts and Radio Contracts with the intention in the case of each UK Broadcast Contract for the live Transmission of League Matches that each Club shall participate in at least one live televised League Match each Season. D.2. Each Club and each Contract Player shall comply with any reasonable request made on behalf of the League to allow the Player’s Image to be used to enable the League to fulfil its Commercial Contracts, UK Broadcast Contracts, International Broadcast Contracts and Radio Contracts, provided that, where the size of the product permits, the League shall not use the images of less than four Contract Players, each from a different Club, on any one product. Obligations of Clubs D.3. Subject to Rule D.7, Clubs shall provide such rights, facilities and services as are required to enable the League to fulfil its Commercial Contracts, UK Broadcast Contracts, International Broadcast Contracts and Radio Contracts and shall not by any act or omission infringe any exclusive rights granted thereunder or otherwise cause any breach thereof to occur. For the avoidance of doubt only the League may enforce this Rule against a Club and no other Person shall have any right under the Contracts (Rights of Third Parties) Act 1999 to so enforce it. D.4. Each Club shall indemnify the League against any liability the League may incur in the event of a finding by a court of law or other body of competent jurisdiction that the League induced the Club to breach a contract with a third party as a result of requiring the Club to comply with Rule D.3. D.5. Each Club shall provide such reasonable rights, facilities and services at each League Match taking place at its Stadium as are reasonably required and as are authorised by any directive issued by the League pursuant to Rule D.6 to enable the Visiting Club in respect of the said League Match to comply with the terms of any Club Radio Contract to which it is party. D.6. The League shall issue from time to time directives to Clubs setting out those rights which may and may not be granted by any Club in any Club Radio Contract and each Club shall comply in all respects with any such directive. D.7.In the case of a Commercial Contract a Club shall not be bound to comply with Rule D.3 if: D.7.1. to do so would result in the Club being in breach of a contractual obligation entered into before the date of the Article 49 Resolution authorising or approving the Commercial Contract; or D.7.2. such Commercial Contract has not been entered into by the League within six months of the Article 49 Resolution relating to it.
Section D: The League – Finance 104 Rules: Section D Accounting Practice D.8. Subject to Rule D.9, all income of the League shall be allocated to its financial periods in accordance with generally accepted accounting practice. D.9. Notwithstanding the foregoing provisions of Rule D.8, advances received or early payment of other contracted accounts may be treated as income of the financial period in which they are received provided that in each case a Resolution is passed to that effect. Operating and Other Expenses D.10. The operating and other expenses of the League shall be paid, at the discretion of the Board, out of International Broadcast Revenue, Commercial Contract Revenue, Radio Contract Revenue or any other income of the League excluding UK Broadcast Revenue. D.11. Subject to the prior approval of Clubs in General Meeting, the Board shall be empowered to require Clubs to pay to the League from time to time any sum by which its income, excluding UK Broadcast Revenue, falls short of the operating and other expenses of the League. D.12. Each Club and Relegated Club shall contribute to the Professional Game Youth Fund and to the Premier League Charitable Fund and other community and charitable initiatives and obligations such sum as is approved by a General Meeting, such contributions to be deducted from the distributions for the Basic Award Fund made pursuant to Rule D.17.1. Transmission of League Matches D.13.No Transmission shall be made of any League Match except: D.13.1. in accordance with any UK Broadcast Contract or International Broadcast Contract; D.13.2. as permitted by Rules K.37 and K.38; or D.13.3. in accordance with the terms of any express license or permission issued in writing by the League. D.14.No Radio Transmission shall be made of any League Match except in accordance with: D.14.1.any Radio Contract; D.14.2. any Club Radio Contract; or D.14.3. the terms of any express licence or permission issued in writing by the League. Distribution of UK Broadcast Revenue D.15.The League shall pay out of UK Broadcast Revenue: D.15.1. such sums as may be agreed from time to time shall be payable to the Professional Footballers’ Association for Players’ educational, insurance and benevolent purposes; and D.15.2. any other sum approved by a Resolution.
Section D: The League – Finance 105 D.16.The balance of UK Broadcast Revenue shall be divided so that: D.16.1. one half shall comprise the Basic Award Fund; D.16.2. one quarter shall comprise the Merit Payments Fund; and D.16.3. one quarter shall comprise the Facility Fees Fund. Each of the Basic Award Fund and the Merit Payments Fund shall be divided into such number of shares as shall be required in either case to put into effect the provisions of Rules D.17.1, D.17.2 and D.25 and the Facility Fees Fund shall be distributed in accordance with the provisions of Rule D.17.3. D.17.In consideration of Clubs providing such rights, facilities and services as are required to enable the League to fulfil any UK Broadcast Contract: D.17.1. subject to Rules E.26, E.35 and E.39, the Basic Award Fund shall be distributed by way of fees to Clubs in accordance with the Equal Share Distribution Method and distributed to each Relegated Club in accordance with Rule D.25; D.17.2. as soon as practicable after the end of each Season, subject to Rules E.26 and E.35, the Merit Payments Fund shall be distributed by way of fees to Clubs in accordance with the Merit Based Distribution Method; and D.17.3. the Board shall in respect of each Season determine the amounts to be paid to Clubs by way of facility fees for League Matches which are televised live or of which recorded excerpts are broadcast. During or after the end of each Season, subject to Rules E.26 and E.35, such facility fees shall be paid out of the Facility Fees Fund to those Clubs which have participated in each of such League Matches, whether as a Home Club or a Visiting Club. Distribution of International Broadcast Revenue D.18.The League shall pay out of International Broadcast Revenue: D.18.1. its operating and other expenses in accordance with Rule D.10; and D.18.2. any other sum approved by a Resolution. Thereafter, in consideration of Clubs providing such rights, facilities and services as are required to enable the League to fulfil any International Broadcast Contract, as soon as practicable during or after the end of each Season, subject to Rules E.26, E.35, E.39 and K.42, Net Distributable International Broadcast Revenue shall be distributed by way of fees so that each Club and each Relegated Club receives such number of shares as shall be required to put into effect the provisions of Rules D.19 and D.25. D.19.In respect of each Season: D.19.1. all Net Distributable International Broadcast Revenue up to the International Broadcast Threshold Amount will be distributed to Clubs by way of fees in accordance with the Equal Share Distribution Method; D.19.2.where the Net Distributable International Broadcast Revenue exceeds the International Broadcast Threshold Amount:
Section D: The League – Finance 106 Rules: Section D D.19.2.1. the International Broadcast Revenue Excess will be distributed to Clubs by way of fees in accordance with the Merit Based Distribution Method, subject to Rule D.19.2.2; and D.19.2.2. where, as a result of the methods of distribution of Central Funds referred to in Rules D.15 to D.25, the Board determines that the Fixed Central Funds Distribution Ratio is reached, any further International Broadcast Revenue Excess will be distributed by the League to Clubs in such shares (whether by the Equal Distribution Method or the Merit Based Distribution Method) so as to ensure that the Fixed Central Funds Distribution Ratio is maintained. Distribution of Commercial Contract Revenue D.20.The League shall pay out of Commercial Contract Revenue: D.20.1. its operating and other expenses in accordance with Rule D.10; and D.20.2. any other sum approved by a Resolution. D.21. In consideration of Clubs providing such rights, facilities and services as are required to enable the League to fulfil any Commercial Contract, as soon as practicable during or after the end of each Season, subject to Rules D.22, E.26 and E.35, the balance of Commercial Contract Revenue shall be distributed by way of fees equally between Clubs. D.22. Commercial Contract Revenue derived from a Commercial Contract relating to the provision of perimeter advertising boards at Stadia shall be distributed to those Clubs that provide such boards in proportion in each case to the amount of perimeter board inventory provided. Distribution of Radio Contract Revenue D.23.The League shall pay out of Radio Contract Revenue: D.23.1. its operating and other expenses in accordance with Rule D.10; and D.23.2. any other sum approved by a Resolution. D.24. In consideration of Clubs providing such rights, facilities and services as are required to enable the League to fulfil any Radio Contract, as soon as practicable during or after the end of each Season, subject to Rule E.26 and E.35, the balance of Radio Contract Revenue shall be distributed by way of fees equally between Clubs. Relegated Clubs D.25.Subject to Rules D.26, E.26, E.35, and E.39, each Relegated Club shall receive the following fees: D.25.1. in the first Season after being relegated, a sum equivalent to 55% of the Relegated Club Shares;
Guidance For the avoidance of doubt, Rules D.25 and D.26 will not apply to any Relegated Club that was relegated in Season 2014/15, Season 2013/14 or Season 2012/13. Instead, the relevant fees to be received by such Relegated Clubs will be calculated in accordance with the equivalent provisions of the 2014/15, 2013/14 or 2012/13 edition of the Rules, as applicable. 107 Value Added Tax D.27.Value added tax shall be added to each fee paid in accordance with Rules D.17, D.18, D.19, D.21, D.24 and D.25. Distribution Account D.28.Each distribution made under the provisions of Rules D.17, D.18, D.19, D.21, D.22 and D.25 shall be accompanied by an account showing how it has been computed. Assignments of Central Funds D.29.If a Club or a Relegated Club proposes to charge, assign or otherwise grant security over all or part of its entitlement to future distributions of Central Funds, it shall: D.29.1. disclose to the League the proposed documentation with the lender giving effect to such charge, assignment or other grant of security; D.29.2. not enter into the said proposed documentation without the prior written consent of the League (not to be unreasonably withheld); and D.29.3. procure that it and its lender enter into an agreement with the League whereby the lender will confirm that: D.29.3.1. it understands that the Club’s entitlement to future distributions of Central Funds is subject to the provisions of the Articles and these Rules and in particular (without prejudice to the generality of the foregoing) to Rules E.26, E.35 and E.29; D.29.3.2. it waives any and all claims of whatever nature against the League associated in any way with the League’s application and/or enforcement of the Rules referred to at Rule D.29.3.1; and D.29.3.3. the Club has disclosed to it the Club’s current and future liabilities to other Clubs (and clubs) and the League will confirm that such disclosure accords with its records of such liabilities. D.25.2. in the second Season after being relegated, a sum equivalent to 45% the Relegated Club Shares; and D.25.3. in the third Season after being relegated, a sum equivalent to 20% of the Relegated Club Shares. D.26.A Relegated Club that was in membership of the League for only one Season immediately prior to being relegated will not receive the fee set out in Rule D.25.3.
108 Rules: Section D D.30. Rule D.29 shall not apply to any assignment, charge or other grant of security by a Club of its future entitlement to Central Funds as part of a fixed and floating charge over the entirety of its assets and undertaking on usual commercial terms. D.31. Without the express, prior consent of the Board, no Club or Relegated Club may charge, assign or otherwise grant security over its entitlement to Central Funds in accordance with Rule D.29 to any Person other than a Financial Institution. D.32. Without prejudice to Rule D.31, above, the Board may still refuse to permit any proposed charge, assignment or grant of security under Rule D.29 by a Club or Relegated Club to a Financial Institution, where the ownership or structure of that Financial Institution conflicts with any of these Rules.
Clubs: Finance and Governance Section E: Clubs – Finance 109 Power to Inspect E.1. Without prejudice to its powers of inquiry under Rule W.1, the Board either by itself or by any Person appointed by it shall be empowered to inspect the financial records of any Club which it reasonably suspects has acted in breach of these Rules. Club Bank Accounts E.2. Each Club shall submit to the Board Form 2 signed by two Directors of the Club and specifying a bank account (which must be registered with a Financial Institution), to be in the name of and controlled by the Club, into which the League shall pay monies due to the Club from the League in accordance with and subject to these Rules save that if that Club has assigned its entitlement to such monies or any part of them, payment will be made by the League as directed in the assignment. Submission of Club Accounts E.3. Each Club shall by 1 March in each Season, submit to the Board a copy of its Annual Accounts in respect of its most recent financial year or if the Club considers it appropriate or the Board so requests the Group Accounts of the Group of which it is a member (in either case such accounts to be prepared and audited in accordance with applicable legal and regulatory requirements) together with a copy of the directors’ report for that year and a copy of the auditors’ report on those accounts. E.4. The accounts referred to in Rule E.3 shall: E.4.1. include separate disclosure within the balance sheet or notes to the accounts, or by way of supplementary information separately reported on by its auditors by way of procedures specified by the Board, of the total sums payable and receivable in respect of Compensation Fees, Contingent Sums and Loan Fees; and E.4.2. include a breakdown within the profit and loss account or the notes to the accounts, or by way of supplementary information separately reported on by its auditors by way of procedures specified by the Board, of revenue in appropriate categories such as gate receipts, sponsorship and advertising, broadcasting rights, commercial income and other income. E.5. If the auditors’ report on the accounts submitted pursuant to Rule E.3 contains anything other than an unqualified opinion without modification, the Club shall at the Board’s request submit such further documentary evidence as the Board shall require (including, but not limited to, Future Financial Information). E.6. If the Annual Accounts of a Club or Group Accounts submitted pursuant to Rule E.3 are prepared to a date prior to 30 November in the Season of submission, such Club or Group shall by the following 31 March submit to the Board interim accounts covering the period commencing from its accounting reference date and ending on a date between the following 30 November and 1 March. E.7. The interim accounts shall: E.7.1. comprise a balance sheet, a profit and loss account, a cash flow statement and relevant explanatory notes;
Section E: Clubs – Finance 110 Rules: Section E E.7.2. be prepared in accordance with the accounting principles adopted in the preparation of the Club’s Annual Accounts; E.7.3. be presented in a similar format to the Annual Accounts including as regards the matters set out in Rule E.4; E.7.4. include in the profit and loss account and cashflow statement comparative figures for the same period in the preceding year; E.7.5. include a balance sheet as of the end of the preceding financial year; E.7.6. be approved in writing by the board of directors of the company to which they relate; and E.7.7. be reviewed or audited in accordance with applicable regulatory requirements. E.8. Rule E.5 shall apply to the interim accounts (with appropriate modification) if the auditors have issued anything other than an unqualified opinion without modification on them. E.9. Each Club must by 7 April (or such later date as the Board shall specify) in each Season prove that, subject to Rule E.10: E.9.1. no Compensation Fee, Loan Fee or Contingent Sum payable pursuant to a Transfer Agreement entered into prior to the preceding 31 December; and E.9.2. no sum payable to or in respect of an employee in relation to services provided prior to the preceding 31 December (including PAYE and NIC), is or was overdue as at the preceding 31 March. E.10. For the purpose of Rule E.9: E.10.1. “employee” means a Player, a Manager, any Official referred to in Rule J.1, an Academy Manager, a Team Doctor and a senior physiotherapist referred to in Rule O.12, an assistant manager or head coach referred to in Rule P.13 and a safety officer; and E.10.2. an amount shall not be treated as overdue as at 31 March if by that date it has been paid or the date for payment has been extended by means of a written agreement with the creditor or it is the subject of current litigation or arbitration proceedings or has been submitted to a dispute resolution procedure of the League, The Football Association, UEFA or FIFA. E.11. By 31 March in each Season, each Club shall submit to the Board in respect of itself (or if the Club considers it appropriate or the Board so requests in respect of the Group of which it is a member) future financial information comprising projected profit and loss accounts, cash flow, balance sheets and relevant explanatory notes commencing from its accounting reference date or, if it has submitted interim accounts pursuant to Rule E.6, from the date to which those interim accounts were prepared and expiring on the next accounting reference date after the end of the following Season (“Future Financial Information”). The projected profit and loss accounts, cash flow and balance sheets shall be prepared at a maximum of quarterly intervals.
Section E: Clubs – Finance 111 E.12. The Future Financial Information shall: E.12.1. be prepared in accordance with the accounting principles adopted in the preparation of the Club’s Annual Accounts (except where the accounting principles and policies are to be changed in the subsequent Annual Accounts, in which case the new accounting principles and polices should be followed); E.12.2. be approved in writing by the board of directors of the company to which they relate; E.12.3. include in the explanatory notes thereto principal assumptions and risks; and E.12.4. include for comparison profit and loss accounts for the period covered by the Annual Accounts and interim accounts submitted pursuant to Rules E.3 and E.6, a forecast for the current financial year and a balance sheet as at the date of the interim accounts submitted pursuant to Rule E.6. E.13. Each Promoted Club shall by 30 June in the year of its promotion submit to the Board: E.13.1. copies of the documents and other information that it would have been required to submit to the Board pursuant to Rules E.3, E.6 and E.9 by 1 March of that year had it then been a member of the League; E.13.2. Future Financial Information commencing from 1 July in the year of its promotion and expiring on the Club’s next accounting reference date after the end of the following Season; and E.13.3. any further documentary evidence required pursuant to Rules E.5 and E.8. E.14. The Board shall have the powers set out in Rule E.15 if: E.14.1. the Club has failed to submit to the Board Annual Accounts as required by Rules E.3 and E.4 or Rule E.13; E.14.2. the Club has failed to submit to the Board interim accounts as required by Rule E.6 or Rule E.13; E.14.3. the Club has failed to submit to the Board the Future Financial Information as required by Rule E.11 or Rule E.13; E.14.4. the Board has asked the Club to submit further documentary evidence pursuant to Rule E.5, Rule E.8 or Rule E.13 and the Club has failed to do so within such reasonable deadline that is specified by the League; E.14.5. the Club has failed to satisfy the Board that no sums of the kind set out in Rule E.9 (and subject to Rule E.10) were overdue as at the preceding 31 March; E.14.6. the auditors’ report on the Annual Accounts or interim accounts of the Club or the Group submitted pursuant to Rule E.3 and Rule E.6 respectively or Rule E.13 contains anything other than an unqualified opinion without modification; or
Section E: Clubs – Finance 112 Rules: Section E E.14.7. as a result of its review of all the documents and information submitted by the Club pursuant to Rules E.3 to E.13, and having taken into account any failure of the Club to supply any such documents or information, in its reasonable opinion it determines that the Club will not over the course of the following Season be able to: E.14.7.1. pay its liabilities to the creditors listed in Rule E.28 (in so far as they are or will become creditors of the Club) and to its employees as they fall due; E.14.7.2. fulfil its obligation under Rule C.1 to play two League Matches against each other Club; or E.14.7.3. fulfil its obligations under Rule D.3 to provide such rights, facilities and services as are required to enable the League to fulfil its Commercial Contracts, UK Broadcast Contracts, International Broadcast Contracts and Radio Contracts. E.15. The powers referred to in Rule E.14 are: E.15.1. to require the Club to submit, agree and adhere to a budget which shall include, but not be limited to, the matters set out in Rule H.1.1 to H.1.3; E.15.2. to require the Club to provide such further information as the Board shall determine and for such period as it shall determine; and E.15.3. to refuse any application by that Club to register any Player or any new contract of an existing Player of that Club if the Board reasonably deems that this is necessary in order to ensure that the Club complies with its obligations listed in Rule E.14.7. E.16. If any Person proposes to acquire Control of a Club: E.16.1. the Club shall submit to the Board up-to-date Future Financial Information prepared to take into account the consequences of the change of Control on the Club’s future financial position as far in advance of the change of Control as reasonably possible or, if such submission is not reasonably practicable prior to the change of Control, no later than 10 Working Days thereafter; and E.16.2. the Board shall have power to require the Person who proposes to acquire or has acquired Control to appear before it and to provide evidence of the source and sufficiency of any funds which that Person proposes to invest in or otherwise make available to the Club. E.17. In relation to any proposed acquisition of Control of a Club by a Person, the Board shall have the powers set out in Rule E.15 and/or the ability to impose such other conditions as in each case it may determine in order to monitor and/or ensure compliance with Sections E, F, G and/or I of these Rules (and their successor or replacement provisions).
Section E: Clubs – Finance Guidance Pursuant to Rules E.18 to E.20, the Board may require further information from the Club including (but not limited to): a) b) confirmation that Club Own Revenue Uplift has been calculated on a like-for-like basis; and satisfactory evidence that revenue included within the calculation of Club Own Revenue Uplift has not been artificially inflated. In addition, the Board may adjust a Club Own Revenue Uplift by assessing any revenue within it from Related Party Transactions to Fair Market Value. As set out in the definition of Club Own Revenue Uplift (Rule A.1.31), the Board must give the Club the opportunity to make submissions before it does so. 113 E.21. On or before 1 March in each Season, each Club shall submit Form 3 to the Board. Short Term Cost Control E.18. If in any of Contract Years 2016/17, 2017/18 and 2018/19, the sum of a Club’s Player Services Costs and Image Contract Payments exceeds £67m, £74m or £81m, respectively, the relevant Club must elect to either: (a) be assessed by the Board on the ‘Prior Year Basis’ (in which case, Rule E.19 applies); or (b) be assessed by the Board on the ‘2012/13 Base Year Basis’ (in which case, Rule E.20 applies). E.19. Where the Club has elected to be assessed on the ‘Prior Year Basis’, the Club must satisfy the Board of any of the following: E.19.1. that the sum of the Club’s Player Services Costs and Image Contract Payments has not increased by more than £7m when compared to the previous Contract Year; E.19.2. that the excess increase, over and above the £7m referred to at Rule E.19.1, arises as a result of contractual commitments entered into on or before 31 January 2013, and/or has been funded only by Club Own Revenue Uplift as compared to the previous Contract Year and/or Averaged Three Year Player Trading Profit; or E.19.3. that the excess increase, over and above the figures set out in Rule E.18, as applicable, has been funded only by Club Own Revenue Uplift and/or Averaged Three Year Player Trading Profit. E.20. Where the Club has elected to be assessed on the ‘2012/13 Base Year Basis’, the Club must satisfy the Board of any of the following: E.20.1. that the sum of the Club’s Player Services Costs and Image Contract Payments has not increased by more than £19m (in Contract Year 2016/17), £26m (in Contract Year 2017/18) or £33m (in Contract Year 2018/19), as applicable, when compared with Contract Year 2012/13; or E.20.2. that the excess increase, over and above the figures referred to at Rule E.20.1, arises as a result of contractual commitments entered into on or before 31 January 2013, and/or has been funded only by Club Own Revenue Uplift as compared with the like figures in Contract Year 2012/13 and/or Averaged Three Year Player Trading Profit.
Section E: Clubs – Finance Guidance The first reporting via Form 3 under the revised Short Term Cost Control Rules, as adopted for Seasons 2016/17, 2017/18 and 2018/19, will take place in March 2018 in respect of Contract Year 2016/17. Clubs’ attention is drawn to Rule T.15 with regard to the failure to submit Form 3. 114 Rules: Section E E.22. When requested by the League, the information set out in Form 3 shall be reported upon by the Club’s auditors and/or its board of directors, in accordance with procedures specified by the League from time to time. HMRC E.23. Each Club shall provide quarterly certification in such form as the Board may request from time to time to confirm that its liabilities to HMRC in respect of PAYE and NIC are no more than 28 days in arrears. E.24. Each Club shall promptly on request from the Board: E.24.1. provide confirmation (to be signed by two Directors) as to whether it has any outstanding liabilities to HMRC, and if it has it shall provide the Board with full details thereof (including details of any agreements which are in place with HMRC as regards such liabilities); and E.24.2. provide HMRC with written permission in such form as HMRC may require for HMRC to share information about the Club’s liabilities to HMRC with the League. E.25. Where the Board reasonably believes that a Club’s liabilities in respect of PAYE & NIC are more than 28 days in arrears it may exercise the powers set out in Rule E.15. Power to Deduct E.26. If the Board is reasonably satisfied that a Club or Relegated Club (“the debtor Club”) has failed to make any payment due to any creditor of the description set out in Rule E.28, the Board shall be empowered to: E.26.1. deduct the amount of any such payment from any distribution of UK Broadcast Revenue, International Broadcast Revenue, Commercial Contract Revenue or Radio Contract Revenue (“Central Funds”) payable to the debtor Club, paying the same to the creditor to which it is due; and E.26.2. withhold any distribution of Central Funds otherwise due to the debtor Club to the extent of any liabilities falling due from the debtor Club to any creditor of the description set out in Rule E.28 within the period of 60 days after the due date of the distribution of the Central Funds to the debtor Club, and pay the same to the creditor on the date when it is due to that creditor should the debtor Club fail to do so. E.27. The Board shall only have the powers set out in Rule E.26.2 if the debtor Club has failed to make any payment when due (whether or not paid thereafter) to a creditor of the description set out in Rule E.28 within the period of 120 days immediately prior to the due date of distribution of the Central Funds to the debtor Club.
Section E: Clubs – Finance 115 E.28. The creditors to which Rule E.26 applies are: E.28.1.another Club (or club); E.28.2. the League; E.28.3. any Associated Undertaking, Fellow Subsidiary Undertaking, Group Undertaking, or Subsidiary Undertaking of the League; E.28.4. any pension or life assurance scheme administered by or on behalf of the League; E.28.5.The Football League; E.28.6.any Associated Undertaking, Fellow Subsidiary Undertaking, Group Undertaking, or Subsidiary Undertaking of The Football League; or E.28.7. the Football Foundation. E.29. If any Transferee Club acts in breach of Rules V.29 or V.32 to V.36 inclusive: E.29.1. Rule V.37 shall apply; and E.29.2. out of any monies held by the Board for or on behalf of or to the order of that Transferee Club (whether in the Compensation Fee Account or otherwise), the Board shall have power to pay to its Transferor Club any amount not exceeding the sum due to it from the Transferee Club under the provisions of this Section of these Rules. Events of Insolvency E.30. Subject to Rule E.38, the Board shall have power to suspend a Club by giving to it notice in writing to that effect if it or its Parent Undertaking suffers an Event of Insolvency, that is to say: E.30.1. it enters into a ‘Company Voluntary Arrangement’ pursuant to Part 1 of the Insolvency Act 1986 (“the 1986 Act”) or a compromise or arrangement with its creditors under Part 26 of the 1986 Act or enters into any compromise agreement with its creditors as a whole; E.30.2. it or its shareholders or Directors lodge a ‘Notice of Intention to Appoint an Administrator’ or ‘Notice of Appointment of an Administrator at the Court’ in accordance with paragraph 26 or paragraph 29 of Schedule B1 to the 1986 Act or where it or its shareholders or Directors make an application to the court for an ‘Administration Order’ under paragraph 12 of Schedule B1 to the 1986 Act or where an Administrator is appointed or an ‘Administration Order’ is made in respect of it (‘Administrator’ and ‘Administration Order’ having the meanings attributed to them respectively by paragraphs 1 and 10 of Schedule B1 to the 1986 Act); E.30.3. an ‘Administrative Receiver’ (as defined by section 251 of the 1986 Act), a ‘Law of Property Act Receiver’ (appointed under section 109 of the Law of Property Act 1925) or any ‘Receiver’ appointed by the court under the Supreme Court Act 1981 or any other ‘Receiver’ is appointed over any of its assets which, in the opinion of the Board, are material to the Club’s ability to fulfil its obligations as a member of the League;
Section E: Clubs – Finance 116 Rules: Section E E.30.4. its shareholders pass a resolution pursuant to section 84(1) of the 1986 Act to voluntarily wind it up; E.30.5. a meeting of its creditors is convened pursuant to section 95 or section 98 of the 1986 Act; E.30.6. a winding up order is made against it by the court under section 122 of the 1986 Act or a provisional liquidator is appointed over it under section 135 of the 1986 Act; E.30.7. it ceases or forms an intention to cease wholly or substantially to carry on its business save for the purpose of reconstruction or amalgamation or otherwise in accordance with a scheme of proposals which have previously been submitted to and approved in writing by the Board; or E.30.8. it enters into or is placed into any insolvency regime in any jurisdiction outside England and Wales which is analogous with the insolvency regimes detailed in Rules E.30.1 to E.30.6 hereof. E.31. A Club shall forthwith give written notice to the Board upon the happening of any of the events referred to in Rule E.30. E.32. At the discretion of the Board exercised in accordance with Rule E.38, a suspension may take effect from the giving of the notice or it may be postponed subject to: E.32.1. a condition that while the suspension is postponed the Club may not apply to register or have transferred to it the registration of any Player; and E.32.2. such other conditions as the Board may from time to time during the postponement of the suspension think fit to impose. E.33.Unless a suspension is postponed, a suspended Club shall not play in: E.33.1.any League Match; E.33.2. any matches organised as part of the Games Programmes or matches in the Professional Development Leagues (as those terms are defined in the Youth Development Rules); E.33.3. any of the competitions set out in Rules L.9; or E.33.4.any other match. E.34. For the purposes of the League competition, the Board shall have power to determine how the cancellation of a League Match caused by the suspension of one of the Clubs which should have participated in it shall be treated.
Section E: Clubs – Finance 117 E.35. While pursuant to this Section of these Rules a Club is suspended or its suspension is postponed, the Board shall have power, subject to Rule E.38, to make such payments as it may think fit to the Club’s Football Creditors out of: E.35.1. any UK Broadcast Revenue payable to the suspended Club under the provisions of Rule D.17; E.35.2.any International Broadcast Revenue payable to the suspended Club under the provisions of Rules D.18 and D.19; E.35.3.any Commercial Contract Revenue payable to the suspended Club under the provisions of Rule D.21; and E.35.4. any Radio Contract Revenue payable to the suspended Club under the provisions of Rule D.24. E.36.For the purposes of this Section of these Rules, Football Creditors shall comprise: E.36.1.The Football Association and clubs in full or associate membership thereof; E.36.2. Affiliated Associations (as defined by the articles of association of The Football Association); E.36.3. the League and any subsidiary of it; E.36.4. The Football League, the National League, the Northern Premier League, the Southern Premier League and the Isthmian Football League; E.36.5. the Professional Footballers’ Association; E.36.6. the Football Foundation; E.36.7. any employee or former employee of the suspended Club to whom arrears of wages or salary are due, to the extent of such arrears; and E.36.8. any pension provider to which a pension contribution payable by the suspended Club in respect of its employees or former employees is due, to the extent of such contribution. E.37. Upon being reasonably satisfied that a suspended Club’s liabilities to its Football Creditors have been settled, the Board shall have power, subject to Rule E.38, to withdraw the suspension of that Club by giving to it notice in writing to that effect. E.38. In exercising its powers under Rules E.30, E.35, E.37 and E.40 and its discretion under Rule E.32, the Board shall have regard to all the circumstances of the case and to: E.38.1.such of the provisions of the 1986 Act, the Competition Act 1998 and the Enterprise Act 2002 as are relevant and then in force; E.38.2. the consideration (if any) given by the insolvent Club under the provisions of Rules D.17, D.18, D.19, D.21 and D.24; E.38.3. the interests of the insolvent Club’s Officials, Players, supporters, shareholders and sponsors; E.38.4.the interests of the insolvent Club’s other Football Creditors;
Section E: Clubs – Finance 118 Rules: Section E E.38.5. the need to protect the integrity and continuity of the League competition; E.38.6. the reputation of the League and the need to promote the game of association football generally; and E.38.7. the relationship between the Club and its Parent Undertaking, in the event that the Parent Undertaking suffers the Event of Insolvency. E.39. Any distribution to a Relegated Club under the provisions of Rules D.17 or D.18 may be deferred if, on or before the date of the distribution, the Relegated Club has been given notice under article 4.5 of the articles of association of The Football League which has been suspended. Upon such notice being withdrawn the deferred distribution shall be paid but if in consequence of the notice the club to which it was due ceases to be a member of The Football League its amount shall be added to the next distribution made in accordance with these Rules. Sporting Sanction E.40. Upon a Club or its Parent Undertaking suffering an Event of Insolvency the Board shall have the power to impose upon the Club a deduction of nine points scored or to be scored in the League competition. If the Board exercises this power it shall forthwith give written notice to the Club to that effect. E.41. Subject to Rule E.42, the Club may appeal against the deduction of points by sending or delivering to the Board Form 4 so that it receives the same together with a deposit of £1,000 within seven days of the date of the notice given under the provisions of Rule E.40. E.42. The only ground upon which a Club may appeal in accordance with Rule E.41 is that: E.42.1. the Event of Insolvency was caused by and resulted directly from circumstances, other than normal business risks, over which it could not reasonably be expected to have had control; and E.42.2. its Officials had used all due diligence to avoid the happening of such circumstances. E.43. An appeal under the provisions of Rule E.41 shall lie to an appeal tribunal which shall hear the appeal as soon as reasonably practicable. The appeal tribunal shall be appointed by the Board and shall comprise three members of the Panel including: E.43.1. an authorised insolvency practitioner; and E.43.2. a legally qualified member who shall sit as chairman of the tribunal. E.44. The chairman of the appeal tribunal shall have regard to the procedures governing the proceedings of Commissions and Appeal Boards set out in Section W of these Rules (Disciplinary) but, subject as aforesaid, shall have an overriding discretion as to the manner in which the appeal is conducted. E.45. The Club shall have the burden of proving the matters set out in the appeal. The standard of proof shall be the balance of probabilities.
Section E: Clubs – Finance 119 E.46. The appeal tribunal shall make its decision unanimously or by majority. No member of the appeal tribunal may abstain. E.47. The appeal tribunal shall give written reasons for its decision. E.48. Members of the appeal tribunal shall be entitled to receive from the League a reasonable sum by way of fees and expenses. E.49. The appeal tribunal shall have the following powers: E.49.1. to allow or dismiss the appeal; E.49.2. to order the deposit to be forfeited to the League or repaid to the appellant Club; and E.49.3. to order the appellant Club to pay or contribute to the costs of the appeal including the fees and expenses of members of the appeal tribunal paid or payable under Rule E.48. E.50. The decision of the appeal tribunal shall be final and binding on the appellant Club. General E.51. Each Club shall notify the League forthwith of any circumstances which may materially and adversely affect any of the information or representations submitted to the League pursuant to this Section E, and on consideration of those circumstances the Board may, if it considers it appropriate, amend any decision or determination that it made based on such information or representations. E.52. The information and representations referred to in Rule E.51 include, without limitation: E.52.1. Future Financial Information; E.52.2. the estimated profit and loss account submitted pursuant to Rule E.53.2; and E.52.3. information and undertakings provided to the League in connection with Secure Funding. Profitability and Sustainability E.53. Each Club shall by 1 March in each Season submit to the Board: E.53.1. copies of its Annual Accounts for T-1 (and T-2 if these have not previously been submitted to the Board) together with copies of the directors’ report(s) and auditors’ report(s) on those accounts; E.53.2.its estimated profit and loss account and balance sheet for T which shall: E.53.2.1. be prepared in all material respects in a format similar to the Club’s Annual Accounts; and E.53.2.2. be based on the latest information available to the Club and be, to the best of the Club’s knowledge and belief, an accurate estimate as at the time of preparation of future financial performance; and E.53.3. if Rule E.56 applies to the Club, the calculation of its aggregated Adjusted Earnings Before Tax for T, T-1 and T-2 in Form 4A.
Section E: Clubs – Finance Guidance The Board will in due course consider the Annual Accounts for the Accounting Reference Period in respect of which information pursuant to Rule E.53.2 is submitted and in particular examine whether any material variances indicate that the estimated financial information was not prepared in accordance with Rule E.53.2.2. 120 Rules: Section E E.54. The Board shall determine whether consideration included in the Club’s Earnings Before Tax arising from a Related Party Transaction is recorded in the Club’s Annual Accounts at a Fair Market Value. If it is not, the Board shall restate it to Fair Market Value. E.55. The Board shall not exercise its power set out in Rule E.54 without first having given the Club reasonable opportunity to make submissions as to: E.55.1. whether the said consideration should be restated; and/or E.55.2.what constitutes its Fair Market Value. E.56. If the aggregation of a Club’s Earnings Before Tax for T-1 and T-2 results in a loss, any consideration from Related Party Transactions having been adjusted (if appropriate) pursuant to Rule E.54, then the Club must submit to the Board the calculation of its Adjusted Earnings Before Tax for each of T, T-1 and T-2. E.57. If the aggregation of a Club’s Adjusted Earnings Before Tax for T, T-1 and T-2 results in a loss of up to £15m, then the Board shall determine whether the Club will, until the end of T+1, be able to pay its liabilities described in Rule E.14.7.1 and fulfil the obligations set out in Rules E.14.7.2 and E.14.7.3. E.58.If the aggregation of a Club’s Adjusted Earnings Before Tax for T, T-1 and T-2 results in a loss of in excess of £15m then the following shall apply: E.58.1. the Club shall provide, by 31 March in the relevant Season, Future Financial Information to cover the period commencing from its last accounting reference date (as defined in section 391 of the Act) until the end of T+2 and a calculation of estimated aggregated Adjusted Earnings Before Tax until the end of T+2 based on that Future Financial Information; E.58.2. the Club shall provide such evidence of Secure Funding as the Board considers sufficient; and E.58.3. if the Club is unable to provide evidence of Secure Funding as set out in Rule E.58.2, the Board may exercise its powers set out in Rule E.15. E.59. If the aggregation of a Club’s Adjusted Earnings Before Tax for T, T-1 and T-2 results in losses of in excess of £105m: E.59.1. the Board may exercise its powers set out in Rule E.15; and E.59.2. the Club shall be treated as being in breach of these Rules and accordingly the Board shall refer the breach to a Commission constituted pursuant to Section W of these Rules. E.60.The sum set out in Rule E.59 shall be reduced by £22m for each Season covered by T-1 and T-2 in which the Club was in membership of The Football League.
Clubs: Finance and Governance Section F: Owners’ and Directors’ Test 121 Disqualifying Events F.1. A Person shall be disqualified from acting as a Director and no Club shall be permitted to have any Person acting as a Director of that Club if: F.1.1. in relation to the assessment of his compliance with Rule F.1 (and/or any similar or equivalent rules of The Football League or The Football Association) at any time, he has: F.1.1.1. failed to provide all relevant information (including, without limitation, information relating to any other individual who would qualify as a Director but has not been disclosed, including where he or they are acting as a proxy, agent or nominee for another Person); or F.1.1.2. provided false, misleading or inaccurate information; F.1.2. either directly or indirectly he is involved in or has any power to determine or influence the management or administration of another Club or Football League club; F.1.3. either directly or indirectly he holds or acquires any Significant Interest in a Club while he either directly or indirectly holds any interest in any class of Shares of another Club; F.1.4. he becomes prohibited by law from being a director (including without limitation as a result of being subject to a disqualification order as a director under the Company Directors Disqualification Act 1986 (as amended or any equivalent provisions in any jurisdiction which has a substantially similar effect) (“the CDDA”), or being subject to the terms of an undertaking given to the Secretary of State under the CDDA unless a court of competent jurisdiction makes an order under the CDDA permitting an appointment as a Director); F.1.5. he has a Conviction (which is not a Spent Conviction) imposed by a court of the United Kingdom or a competent court of foreign jurisdiction: F.1.5.1. in respect of which an unsuspended sentence of at least 12 months’ imprisonment was imposed; F.1.5.2. in respect of any offence involving any act which could reasonably be considered to be dishonest (and, for the avoidance of doubt, irrespective of the actual sentence imposed); or F.1.5.3. in respect of an offence set out in Appendix 1 (Schedule of Offences) or a directly analogous offence in a foreign jurisdiction (and, for the avoidance of doubt, irrespective of the actual sentence imposed); F.1.6. in the reasonable opinion of the Board, he has engaged in conduct outside the United Kingdom that would constitute an offence of the sort described in Rules F.1.5.2 or F.1.5.3, if such conduct had taken place in the United Kingdom, whether or not such conduct resulted in a Conviction;
Section F: Owners’ and Directors’ Test 122 Rules: Section F F.1.7. he becomes the subject of: F.1.7.1. an Individual Voluntary Arrangement (including any fast track voluntary arrangement); F.1.7.2. a debt relief order (in accordance with the provisions of Part 7A of the 1986 Act); F.1.7.3. an administration order (in accordance with Part 6 of the County Courts Act 1984); F.1.7.4. an enforcement restriction order (in accordance with the provisions of Part 6A of the County Courts Act 1984); F.1.7.5. a debt management scheme or debt repayment plan (in accordance with provisions of Chapter 4 of Part 5 of the Tribunals, Courts and Enforcement Act 2007), or any equivalent provision in any other jurisdiction which has a substantially similar effect, and in each case as may be amended from time to time; F.1.8. he becomes the subject of an Interim Bankruptcy Restriction Order, a Bankruptcy Restriction Order or a Bankruptcy Order (or any equivalent provisions in any jurisdiction which has a substantially similar effect); F.1.9. he is or has been a Director of a Club which, while he has been a Director of it, has suffered two or more unconnected Events of Insolvency in respect of each of which a deduction of points was imposed (and for the purposes of this Rule F.1.9 and Rule F.1.10 a Person shall be deemed to have been a Director of a Club which has suffered an Event of Insolvency if such Event of Insolvency occurred in the 30 days immediately following his having resigned as a Director of that Club); F.1.10. he has been a Director of two or more Clubs (or clubs) each of which, while he has been a Director of them, has suffered an Event of Insolvency in respect of each of which a deduction of points was imposed; F.1.11. he is subject to a suspension or ban from involvement in the administration of a sport by any ruling body of a sport that is recognised by the International Olympic Committee, UK Sport, or Sport England, another of the home country sports councils, or any other national or international sporting association or governing body, whether such suspension or ban is direct or indirect (for example a direction to Persons subject to the jurisdiction of the ruling body that they should not employ, contract with or otherwise engage or retain the services of an individual); F.1.12. he is subject to any form of suspension, disqualification or striking-off by a professional body including, without limitation, the Law Society, the Solicitors’ Regulation Authority, the Bar Council or the Institute of Chartered Accountants of England and Wales or any equivalent body in any jurisdiction outside England and Wales, whether such suspension, disqualification or striking-off is direct or indirect (for example a direction to Persons subject to the jurisdiction of the professional body that they should not employ, contract with or otherwise engage or retain the services of an individual);
Section F: Owners’ and Directors’ Test 123 F.1.13.he is required to notify personal information pursuant to Part 2 of the Sexual Offences Act 2003; or F.1.14. he is found to have breached (irrespective of any sanction actually imposed), or has admitted breaching (irrespective of whether disciplinary proceedings were brought or not): F.1.14.1. Rule J.6; or F.1.14.2. any other rules in force from time to time in relation to the prohibition on betting on football (whether in England or Wales or elsewhere); F.1.15. he is an Intermediary and/or is registered as an intermediary or agent pursuant to the regulations of any national member association of FIFA. Submission of Declaration F.2. Not later than 14 days before the commencement of each Season each Club shall submit to the Board a duly completed Declaration in respect of each of its Directors signed by the Director to which it refers and by an Authorised Signatory, who shall not be the same Person. F.3. Within 21 days of becoming a member of the League each Club promoted from The Football League shall likewise submit to the Board a duly completed Declaration in respect of each of its Directors signed as aforesaid. F.4. If any Person proposes to become a Director of a Club (including for the avoidance of doubt by virtue of being a shadow director or acquiring Control of the Club): F.4.1. the Club shall, no later than 10 Working Days prior to the date on which it is anticipated that such Person shall become a Director, submit to the Board a duly completed Declaration in respect of that Person signed by him and by an Authorised Signatory, at which point that Person shall be bound by and subject to the Rules; F.4.2. within five Working Days of receipt thereof the Board shall confirm to the Club whether or not he is liable to be disqualified as a Director under the provisions in Rule F.1, and if he is so liable the Board will take the steps set out in Rule F.6; and F.4.3. he shall not become a Director until the Club has received confirmation from the Board pursuant to Rule F.4.2 above that he is not liable to be disqualified as a Director under the provisions of Rule F.1. Change of Director’s Circumstances F.5. Upon the happening of an event which affects any statement contained in a submitted Declaration: F.5.1. the Director in respect of whom the Declaration has been made shall forthwith give full written particulars thereof to his Club; and F.5.2. the Club shall thereupon give such particulars in writing to the Board.
Section F: Owners’ and Directors’ Test 124 Rules: Section F Disqualification of a Director F.6. Upon the Board becoming aware by virtue of the submission of a Declaration or in the circumstances referred to in Rule F.5 or by any other means that a Person is liable to be disqualified as a Director under the provisions of Rule F.1, the Board will: F.6.1. give written notice to the Person that he is disqualified, giving reasons therefore, and (in the case of a Person who is a Director) require him forthwith to resign as a Director; and F.6.2. give written notice to the relevant Club that the Person is disqualified, giving reasons therefore, and (in the case of a Person who is a Director) in default of the Director’s resignation, it shall procure that within 28 days of receipt of such notice the Director is removed from his office as such. Disciplinary Provisions F.7. Any Club which fails to comply with its obligations under the foregoing provisions of this Section of these Rules or which submits a Declaration which is false in any particular shall be in breach of these Rules and will be liable to be dealt with in accordance with the provisions of Section W of these Rules (Disciplinary). F.8. Any Director who fails to comply with his obligations under the foregoing provisions of this Section of these Rules or who fails to complete and sign a Declaration and any Director or Authorised Signatory who signs a Declaration which is false in any particular shall likewise be in breach of these Rules and liable to be dealt with as aforesaid. Suspension of the Club F.9. If a Director who receives a notice under the provisions of Rule F.6.1 fails to resign and his Club fails to procure his removal from office as required, or if a Club proceeds with the appointment as a Director of a Person to whom Rule F.4 applies despite having received a notice under the provisions of Rule F.6.2, the Board shall have power to suspend the Club by giving to it notice in writing to that effect. F.10. A suspended Club shall not play in: F.10.1.any League Match; F.10.2. any matches organised as part of the Games Programmes or matches in the Professional Development Leagues (as those terms are defined in the Youth Development Rules); F.10.3. any of the competitions set out in Rule L.9; or F.10.4.any other match. F.11. For the purposes of the League competition, the Board shall have power to determine how the cancellation of a League Match caused by the suspension of one of the Clubs which should have participated in it shall be treated.
Section F: Owners’ and Directors’ Test 125 F.12. Upon being reasonably satisfied that the Director of the suspended Club has resigned or has been removed from office, the Board shall have power to withdraw the suspension by giving to it notice in writing to that effect. Appeal against Disqualification of a Director F.13. Any Person or Club who receives notice under Rule F.6 has a right to appeal the disqualification notice(s) in accordance with the following Rules. However, for the avoidance of doubt, unless and until any such appeal is upheld, the disqualification notice(s) will remain in full effect. F.14. Any Person or Club wishing to appeal a disqualification notice must, within 21 days of the date of that notice, send or deliver to the Board a notice of appeal, setting out full details of the grounds of appeal of that Person or Club, together with a deposit of £1,000. F.15.The only grounds upon which a Person or Club may appeal a disqualification notice are: F.15.1.none of the Disqualifying Events set out in Rule F.1 apply; F.15.2. in respect of a Conviction of a court of foreign jurisdiction under Rule F.1.5, or a finding of the conduct referred to in Rule F.1.6, or a suspension or ban by a sport ruling body under Rule F.1.11, or a suspension, disqualification or striking-off by a professional body under Rule F.1.12, or a finding of a breach of rule by a ruling body of football pursuant to Rule F.1.14.2, there are compelling reasons why that particular Conviction, suspension, ban, finding, disqualification or striking-off, should not lead to disqualification; F.15.3. it can be proven that the Disqualifying Event has, or will within 21 days of the notice of appeal, cease to exist; F.15.4. the Disqualifying Event is a Conviction imposed between 19th August 2004 and 5 June 2009 for an offence which would not have led to disqualification as a Director under the Rules of the League as they applied during that period; or F.15.5. the Disqualifying Event is a Conviction which is the subject of an appeal which has not yet been determined and in all the circumstances it would be unreasonable for the individual to be disqualified as a Director pending the determination of that appeal. F.16. An appeal under the provisions of Rule F.13 shall lie to an appeal tribunal which shall hear the appeal as soon as reasonably practicable. The appeal tribunal shall be appointed by the Board and shall comprise three members of the Panel including a legally qualified member who shall sit as chairman of the tribunal. F.17. The chairman of the appeal tribunal shall have regard to the procedures governing the proceedings of Commissions and Appeal Boards set out in Section W of these Rules (Disciplinary) but, subject as aforesaid, shall have an overriding discretion as to the manner in which the appeal is conducted.
Section F: Owners’ and Directors’ Test 126 Rules: Section F F.18.The Person or Club advancing the appeal shall have the burden of proving the complaint. The standard of proof shall be the balance of probabilities. F.19. The appeal tribunal shall make its decision unanimously or by majority. No member of the appeal tribunal may abstain. F.20. The appeal tribunal shall give written reasons for its decision. F.21. Members of the appeal tribunal shall be entitled to receive from the League a reasonable sum by way of fees and expenses. F.22. The appeal tribunal shall have the following powers: F.22.1. to allow the appeal in full; F.22.2. to reject the appeal; F.22.3. if it determines that a Disqualifying Event exists, to determine that the individual concerned should not be banned for that period during which they will remain subject to it and substitute such period as it shall reasonably determine, having regard to all of the circumstances of the case; F.22.4. to declare that no Disqualifying Event ever existed or that any Disqualifying Event has ceased to exist; F.22.5. to order the deposit to be forfeited to the League or to be repaid to the appellant person or Club; and F.22.6. to order the appellant Person or Club to pay or contribute to the costs of the appeal including the fees and expenses of members of the appeal tribunal paid or payable under Rule F.21. F.23. The decision of the appeal tribunal shall be final and binding on the appellant Person and Club. Persons Prohibited by Law from entering the United Kingdom etc F.24.No Person may acquire any Holding in a Club if, pursuant to the law of the United Kingdom or the European Union: F.24.1. he is prohibited from entering the United Kingdom; or F.24.2. no funds or economic resources may be made available, directly or indirectly, to or for his benefit.
Clubs: Finance and Governance Section G: Disclosure of Ownership and Other Interests 127 Disclosure of Ownership and Other Interests G.1.A Club shall forthwith give notice in Form 6 to the Board if any Person either directly or indirectly: G.1.1.holds; G.1.2.acquires; or G.1.3.having held or acquired, ceases to hold, any Significant Interest in the Club. G.2.A Club shall forthwith give notice to the Board if it either directly or indirectly: G.2.1.holds; G.2.2.acquires; or G.2.3.having held or acquired, ceases to hold, any Significant Interest in any other Club (or club) and in this Rule G.2, the definition of Significant Interest shall be deemed to apply to clubs in the same way as to Clubs. G.3.A Club shall forthwith give notice to the Board if it is aware or if it becomes aware that any holder of a Significant Interest in it either directly or indirectly: G.3.1.holds; G.3.2.acquires; or G.3.3.having held or acquired, ceases to hold, any Significant Interest in any other Club (or club) and in this Rule G.3, the definition of Significant Interest shall be deemed to apply to clubs in the same way as to Clubs. G.4.A notice given pursuant to the provisions of Rule G.1, G.2 and G.3 shall: G.4.1.identify the Person holding, acquiring or ceasing to hold the Significant Interest in question; G.4.2. set out all relevant details of the Significant Interest including without limitation the number of Shares, their description and the nature of the interest; and G.4.3. set out where appropriate the proportion (expressed in percentage terms) which the relevant Shares in respect of which the Significant Interest exists bear to the total number of Shares of that class in issue and of the total issued Shares. G.5.Each Club shall publish the identities of the ultimate owner of each Significant Interest in the Club. G.6. The Board shall maintain a register which shall include the particulars set out in Rule G.4 and the said register shall be available for inspection by any Club by prior appointment. G.7. Each Club shall forthwith give notice in writing to the Board if any Person identified in a notice given in accordance with Rule G.1.1 or Rule G.1.2 either directly or indirectly holds acquires or ceases to hold any Holding in the Club.
Section G: Disclosure of Ownership and Other Interests 128 Rules: Section G G.8. The Board shall have power to suspend a Club if either directly or indirectly a Person acquires a Significant Interest in that Club while such Person either directly or indirectly holds any Holding in any class of Shares of another Club. G.9.At the discretion of the Board, a suspension may take effect forthwith or it may be postponed subject to such conditions as the Board may think fit to impose. G.10.Unless a suspension is postponed, a suspended Club shall not play in: G.10.1. any League Match; G.10.2. any matches organised as part of the Games Programmes or matches in the Professional Development Leagues (as those terms are defined in the Youth Development Rules); G.10.3. any of the competitions set out in Rules L.9; or G.10.4. any other match. G.11. For the purposes of the League competition, the Board shall have power to determine how the cancellation of a League Match caused by the suspension of one of the Clubs which should have participated in it shall be treated. G.12.The Board shall have power to remove a Club’s suspension imposed under Rule G.8 upon being satisfied that the circumstances giving rise to it are no longer extant.
Clubs: Finance and Governance Section H: Directors’ Reports 129 Material Transactions H.1. For the purposes of these Rules, Material Transactions shall comprise any payment or financial obligation (or any series of connected payments or financial obligations relating to the same transaction) made or undertaken by or to or in favour of a Club and recorded in its accounting and administration records which relates to any of the following: H.1.1. Compensation Fees, Contingent Sums or Loan Fees; H.1.2.remuneration of Players (including, for this purpose, any benefits they are entitled to receive); H.1.3. payments to or for the benefit of Intermediaries; or H.1.4. Third Party Payments, and remuneration of and payments to or for the benefit of Players or Intermediaries shall in each case include payments made by or on behalf of a Club to or for the benefit of a Player or Intermediary (as the case may be) including, for this purpose, to any company or trust in which the Player or Intermediary (as the case may be) has an interest. Record of Material Transactions H.2. Brief particulars of each Material Transaction sufficient to identify its date(s), its amount(s), the payer, the payee and the nature of it shall be recorded by a Club and the record shall be made available on demand to its Directors, its auditors and the League. H.3. Directors of a Club (including non-executive Directors) shall take such steps as are reasonably necessary to satisfy themselves that their Club’s record of Material Transactions is complete and correct. Transfer Policy H.4. Each Club shall formally adopt, and make available to the League at its request, a written transfer policy identifying who on its behalf has authority to negotiate and approve Material Transactions. H.5.Each Club shall ensure that all its Material Transactions are: H.5.1.negotiated and approved in accordance with its written transfer policy; and H.5.2.documented and recorded as required by relevant provisions of these Rules and The Football Association Rules.
Section H: Directors’ Reports 130 Rules: Section H H.6.Each Club shall, if requested to do so by the League, submit to the League Form 7 signed and dated by each of the Directors of the Club. H.7.Any Director who for any reason is unwilling to sign Form 7 shall nevertheless submit Form 7 to the League, noting his unwillingness to sign and giving full reasons. H.8. Any Director signing a Form 7 who knows or ought reasonably to know that it or any part of it is false or misleading in any way and any Director noting his unwillingness to sign a Form 7 knowing that such note or the reasons given by him are false or misleading in any way will, in either case, be in breach of these Rules and will be liable to be dealt with in accordance with the provisions of Section W of these Rules (Disciplinary). H.9.Managers, Players and Officials shall cooperate fully with the Directors of their Club in the preparation of Form 7.
Clubs: Finance and Governance Section I: Associations and Influence 131 Associations between Clubs I.1.A Club shall not either directly or indirectly: I.1.1. apply to hold or hold any Holding in another Club or Football League club; I.1.2. issue any of its Shares or grant any Holding to another Club or Football League club; I.1.3. lend money to or guarantee the debts or obligations of another Club or Football League club; I.1.4. borrow money from another Club or Football League club or permit another Club or Football League club to guarantee its debts or obligations; I.1.5. be involved in or have any power to determine or influence the management or administration of another Club or Football League club; or I.1.6. permit any other Club or Football League club to be involved in or have any power to determine or influence its management or administration. Club Officials I.2. An Official of a Club shall not: I.2.1. be an Official of another Club or Football League club; or I.2.2. either directly or indirectly be involved in or have any power to determine or influence the management or administration of another Club or Football League club. I.3. A Club shall not appoint as an Official anybody who: I.3.1. is an Official of another Club or Football League club; or I.3.2. either directly or indirectly is involved in or has any power to determine or influence the management or administration of another Club or Football League club. Dual Interests I.4.No Person may either directly or indirectly be involved in or have any power to determine or influence the management or administration of more than one Club. I.5. No Person may either directly or indirectly hold or acquire any Significant Interest in a Club while such Person either directly or indirectly holds any Holding in another Club.
Section I: Associations and Influence 132 Rules: Section I I.6. A Club shall not either directly or indirectly issue Shares of any description or grant any Holding to any Person that either directly or indirectly already holds a Significant Interest in another Club. Club Contracts I.7. No Club shall enter into a contract which enables any other party to that contract to acquire the ability materially to influence its policies or the performance of its teams in League Matches, any matches in the Professional Development Phase Games Programme or the Professional Development Leagues (as those terms are defined in the Youth Development Rules) or in any of the competitions set out in Rule L.9.
Clubs: Finance and Governance Section J: Miscellaneous 133 Employment of Officials J.1. Without limitation to the requirements to employ specific members of staff found elsewhere in these Rules, each Club shall employ and provide written terms of reference to: J.1.1. an Official who shall be responsible for running the daily business of the Club with the support of a sufficient number of administrative staff in suitable and appropriately equipped offices, who can be contacted during normal office hours; J.1.2. an Official who holds a nationally recognised qualification as an accountant or auditor, or who has sufficient experience to demonstrate his competence as such, who shall be responsible for the Club’s finances; J.1.3. a press or media officer who holds a nationally recognised qualification in journalism or who has sufficient experience to demonstrate his competence as a press or media officer; J.1.4. one or more supporter liaison officer(s), whose roles and responsibilities are set out in Rule R.1; and J.1.5. one or more disability access officer(s), whose roles and responsibilities are set out in Rule R.4. J.2. Each Club shall bind each of its Officials: J.2.1. to comply with these Rules during the period of their appointment or employment and in the case of Rule B.18 at all times thereafter; and J.2.2. to seek its permission before contributing to the media (whether on television, radio, online or otherwise). J.3. Save as otherwise permitted by these Rules, no Club shall directly or indirectly induce or attempt to induce any Player, Manager, assistant manager, head coach or other senior first team football coach of another Club (or Football League club) to terminate a contract of employment with that other Club (or Football League club) (whether or not by breach of that contract) or directly or indirectly approach any such employee with a view to offering employment without the consent of that other Club (or Football League club). J.4. Each Club shall adopt and each Club, Manager, Official, Player and Academy Player shall observe, comply with and act in accordance with the Inclusion and Anti-Discrimination Policy set out in Appendix 2 to these Rules. Betting J.5. Prior to entering into (or performing any aspect of) a Gambling Related Agreement, the Club shall procure that the other party (or parties) to the Gambling Related Agreement shall enter into an agreement with the League pursuant to which it shall agree with the League in the terms set out in Rules J.5.1 to J.5.2: J.5.1. it will provide accurate and complete information forthwith to the League in the event that the League is exercising its powers to enquire into any suspected or alleged breach of these Rules; and
Section J: Miscellaneous 134 Rules: Section J J.5.2. it will not permit any form of gambling on any game referred to in Youth Development Rules 1.15(b)(ii), 1.15(b)(iii), and 1.15(c) to (e) or on any match including a Club in the UEFA Youth League. J.6. No Club, Official or Player may, in connection with betting on an event in, or on the result of, a League Match or a match in a competition which forms part of the Games Programmes or Professional Development Leagues (as those terms are defined in the Youth Development Rules): J.6.1. offer or receive a payment or any form of inducement to or from any Club or the Official or Player of any Club; or J.6.2. receive or seek to receive any payment or other form of inducement from any Person. UEFA Club Licence Applicants J.7. Any Club, Authorised Signatory or other Official making a false statement (whether made verbally or in writing) in or in connection with an application for a UEFA Club Licence or falsifying a document produced in support of or in connection with such an application shall be in breach of these Rules and shall be liable to be dealt with in accordance with the provisions of Section W of these Rules (Disciplinary). Football Foundation J.8. Each Club must make available one half page of advertising or editorial material in match programmes for the benefit of The Football Foundation.
Clubs: Operations Section K: Stadium Criteria and Broadcasters’ Requirements 135 Safety Certificate K.1. Subject to Rule K.2, each Club shall hold a current safety certificate for its Stadium issued in accordance with the provisions of the Safety of Sports Grounds Act 1975. K.2. If a Club has a ground-sharing agreement in respect of its Stadium it shall be a term thereof that either the Club or the other party to the agreement shall hold a current safety certificate for that Stadium. Ownership of Ground and Training Facilities K.3. Each Club shall either own its Stadium and training facilities or have a legally enforceable agreement with its owner for its use by the Club, expiring not earlier than the end of the current Season. Ground Sharing K.4. No Club shall have or enter into a ground-sharing agreement in respect of its Stadium unless the agreement contains legally enforceable provisions to the effect that: K.4.1. the playing of the Club’s League Matches at the Stadium shall always take precedence over the activities of the other party to the agreement; and K.4.2. the Club shall have the ability to postpone other activities scheduled to take place on the pitch in the 48 hours immediately preceding the kick-off of a League Match where, in the reasonable opinion of the Club, there is a risk that such activity might result in the subsequent postponement or abandonment of the League Match. Ground Registration K.5. Each Club shall register its Stadium with the Board and must play all matches in the competitions listed in Rule L.9 for which it is the Home Club at the Stadium. No Club shall remove to another Stadium (either on a permanent or temporary basis) without first obtaining the written consent of the Board, in accordance with Rule K.6, below. K.6. In considering whether to give any such consent, the Board shall have regard to all the circumstances of the case (including, but not limited to, the factors set out in this Rule K.6) and shall not consent unless reasonably satisfied that such consent: K.6.1. would be consistent with the objects of the League as set out in the Memorandum; K.6.2. would be appropriate having in mind the relationship (if any) between the locality with which by its name or otherwise the applicant Club is traditionally associated and that in which such Club proposes to establish its Stadium; K.6.3. would not to any material extent adversely affect such Club’s Officials, Players, supporters, shareholders, sponsors and others having an interest in its activities; K.6.4. would not have a material adverse effect on Visiting Clubs;
Section K: Stadium Criteria and Broadcasters’ Requirements 136 Rules: Section K K.6.5. would not to any material extent adversely affect Clubs (or Football League clubs) having their registered grounds in the immediate vicinity of the proposed location; and K.6.6. would enhance the reputation of the League and promote the game of association football generally. All Seater Grounds K.7. Spectators admitted to a Stadium shall be offered only seated accommodation, the majority of which shall be covered, and there shall be no standing terraces. Ground Regulations K.8.Each Club shall ensure that sufficient copies of the official notice entitled “Ground Regulations” published by the League are displayed prominently at its Stadium. Covered Stadia K.9. Any Club applying for planning permission to cover or partially cover the playing area of its Stadium with a fixed or moveable roof shall provide to the Board a copy of its application together with copies of all submitted plans. K.10. No League Match shall take place at any Stadium where during the playing of the League Match the playing area is covered or partially covered by a fixed or moveable roof without the prior written approval of the Board. Before giving or refusing to give any such approval the Board shall consult with all Clubs and shall take into account their representations. Dressing Rooms K.11. Each Club shall provide two dressing rooms for Players (one for the Home Club and one for the Visiting Club) the minimum area of which in each case (excluding showers, baths and toilets) shall be 30 square metres. In addition, each Club shall provide one or more additional dressing room(s) for Match Officials, ensuring suitable separate accommodation for any female Match Official appointed. Drug-testing Room K.12. Each Club shall provide accommodation capable of being used as a drug-testing room which shall be near the Players’ and Match Officials’ dressing rooms and inaccessible to the public and media. Security K.13. In order to safeguard the Players, Directors and Officials of each Club and Match Officials upon their arrival at and departure from a League Match, each Home Club shall procure that: K.13.1. the Visiting Club’s team coach is able to park adjacent to the Players’ entrance; K.13.2. barriers are placed so as to prevent members of the public gaining access to the area between the team coach and the Players’ entrance;
Section K: Stadium Criteria and Broadcasters’ Requirements 137 K.13.3. a parking area is provided for Officials of the Visiting Club and Match Officials close to their respective points of entry to the Stadium; K.13.4. the Players’ entrance as well as the parking area and the points of entry referred to are adequately policed or stewarded; and K.13.5. access to the Match Officials dressing room is controlled in compliance with guidance as issued by PGMOL and approved by the Board. K.14.Each Home Club shall further procure that Players and Match Officials are provided with a safe and secure: K.14.1. means of access to and egress from the Stadium prior to and after the League Match; K.14.2. environment in which to play the League Match; and K.14.3. means of access to and egress from the pitch prior to the kick-off of a League Match, at the beginning and end of the half-time interval and upon the conclusion of the League Match. The Pitch K.15. Unless otherwise permitted by the Board, in League Matches the length of the pitch shall be 105 metres and its breadth 68 metres. K.16. The Board shall only give permission to a Club for the dimensions of its pitch to be other than as set out in Rule K.15 if it is impossible for it to comply with Rule K.15 due to the nature of the construction of its Stadium. K.17. A Club shall register the dimensions of its pitch before the commencement of each Season by giving written notice thereof in Form 8 to the Board. K.18. The Board may at any time require a Club to obtain and submit to the Board a report by an independent expert certifying its pitch dimensions. K.19. No Club shall alter the dimensions of its pitch during the Season without the prior written consent of the Board. K.20. The height of the pitch grass shall not exceed 30mm and the entire playing surface must be cut to the same height. The grass shall be cut so as to display straight, parallel lines across the entire width of the pitch, perpendicular to the touchlines. No other form of pitch presentation (such as circular or diagonal patterns) is permitted. K.21. Each Club shall take all reasonable steps to maintain its pitch in good condition throughout the Season and the Board may require a Club to take such steps as the Board shall specify if it is not satisfied that the pitch is being maintained to an adequate standard. K.22. Each Club shall provide and maintain at its Stadium an undersoil heating system for its pitch and shall ensure, so far as is reasonably possible, that the pitch is playable on the occasion of each home League Match.
Section K: Stadium Criteria and Broadcasters’ Requirements 138 Rules: Section K Pitch Protection K.23. In order to protect the pitch, unless otherwise mutually agreed between both participating Clubs, the following procedures shall be adopted by Players and Officials in the periods immediately before and after a League Match and at half time: K.23.1. the pitch shall only be used for warming up or warming down by Players named on Form 9 plus an additional goalkeeper; K.23.2. pre-match warming up by either team shall not commence until 45 minutes before the kick-off time at the earliest, shall not last for more than 30 minutes, and shall end no later than 10 minutes before the kick-off time; K.23.3. if portable goals are provided they shall be used for all goalkeeping drills other than crossing practice; K.23.4. the goalmouth area shall be used by goalkeepers only if portable goals are not provided or for crossing practice and then only for not more than 20 minutes; K.23.5. for the purposes of warming up and warming down each team shall use only part of the pitch between the edge of a penalty area and the half way line or as otherwise directed by the groundsman; K.23.6. all speed and stamina work shall be undertaken off the pitch parallel to the touchline opposite the side to be patrolled by the assistant referee or, in the absence of sufficient space, in that part of the pitch described in Rule K.23.5 above or as otherwise directed by the groundsman; K.23.7. Players using the pitch at half time shall give due consideration to any other activity or entertainment taking place on the pitch at the same time; K.23.8. the Home Club may water the pitch and/or carry out any remedial or repair work to the pitch at half time provided that it gives reasonable notice to the referee and the other Club that it intends to do so and that any such watering and/or remedial or repair work is carried out evenly over the entire length and width of the pitch; and K.23.9. any warming down after the conclusion of the League Match shall last for no longer than 15 minutes and for that purpose neither penalty area shall be used. Artificial Surfaces K.24. No League Match shall be played on an Artificial Surface. Goal Line Technology and Video Assistant Refereeing K.25. Each Club’s Stadium must have installed such Goal Line Technology as the Board shall specify from time to time and, in respect of each League Match, facilitate the installation of such equipment so as to enable the use of video assistant refereeing in accordance with any protocol issued by the International Football Association Board and/or the Board from time to time (“VAR”).
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance Prior to the start of Season 2019/20, a Club may apply to the Board for dispensation from Rule K.29, which will be granted where it can demonstrate that its pre-sale of tickets to supporters in the area surrounding the trainers’ benches renders compliance impracticable. Such dispensation will (if granted) last only for the duration of Season 2019/20. 139 K.30. The individuals occupying the trainers’ benches shall display throughout the League Match such identification as is required and provided by the Premier League. Technical Areas K.31. The technical areas shall include the trainers’ benches required by Rule K.28 and shall extend one metre either side of each and to within one metre of the touchline. K.32. The boundaries of each of the technical areas shall be clearly marked. Sanitary Facilities K.33. Each Club shall provide sufficient, bright, clean and hygienic toilet and washing facilities for male and female spectators in accordance with any local authority requirements and having regard to guidance issued by the Sports Ground Safety Authority. K.26. Each Club shall: K.26.1. ensure that the Goal Line Technology and VAR installed at its Stadium is properly maintained in accordance with all applicable requirements insofar as such maintenance is the responsibility of the Club and not the responsibility of any Person appointed by the League pursuant to Rule K.26.2; K.26.2. give all necessary cooperation to such Person appointed by the League to supply, install, maintain and operate such Goal Line Technology and VAR and to any Person properly authorised by the League or FIFA to test or certify the Club’s Goal Line Technology or VAR; and K.26.3. use Goal Line Technology and VAR only as specified by the Board from time to time.. K.27. For the avoidance of doubt, ownership of the Goal Line Technology installed and operated at each Club, and of all rights arising therefrom or in connection therewith, shall not belong to the Club. Trainers’ Bench Facilities K.28. Each Club shall provide separate trainers’ benches adjacent to the pitch for the sole use of team officials, medical staff and substitute Players of each of the Home Club and the Visiting Club. Such trainers’ benches shall be clearly marked ‘Home’ and ‘Away’, shall have direct access onto the pitch, shall be located equidistant from the halfway line, shall be under cover and shall each contain 14 seats. K.29. In addition to the 14 positions situated in the Visiting Club’s trainers’ bench, each Club shall provide at each League Match played at its Stadium eight positions for the sole use of coaching and medical staff of the Visiting Club. These positions must be in one self-contained area with access to the Visiting Club’s trainers’ bench.
Section K: Stadium Criteria and Broadcasters’ Requirements 140 Rules: Section K Facilities for Disabled Supporters K.34. Each Club shall provide sufficient and adequate facilities for disabled supporters. CCTV K.35. A Home Club may arrange for any League Match in which its team participates to be relayed by closed circuit television to other locations within its Stadium. K.36. Except at any time when any live Transmission of any League Match pursuant to a UK Broadcast Contract is in progress, a Visiting Club may arrange by agreement with the Home Club for the closed circuit television signal of a League Match in which it participates to be relayed to its Stadium only. In all such circumstances, the Visiting Club shall ensure that any such relay of any such signal shall be encrypted. Giant Screens K.37. Except with the prior written consent of the Board, giant screens or the like at a Club’s Stadium shall not be used to relay to spectators closed circuit pictures of the League Match at which they are present. K.38. Any consent given under the provisions of the above Rule shall be subject to the following conditions: K.38.1. the screen shall be located so that it does not interfere with the League Match at which it is used or distract the Players and Match Officials; K.38.2. it shall be operated by a responsible Person who is fully aware of the conditions governing its use; K.38.3. the Club has installed (to the League’s specification) such equipment as necessary to ensure that the ‘VAR information’ feed can be used on the giant screen; K.38.4. the screen may be used to show: K.38.4.1. live action; K.38.4.2. when the ball is not in play, action replays of positive incidents; or K.38.4.3. replays or still images of incidents determined by the video assistant referee, in accordance with any guidance issued by the Board, K.38.5. subject to Rule K.38.4.3 the screen shall not be used to show: K.38.5.1. action replays of negative or controversial incidents; K.38.5.2. any incident which may bring into question the judgment of a Match Official; K.38.5.3. the area of the trainers’ bench; K.38.5.4. until substitute boards have been displayed, pictures of any substitute Player warming up or preparing to enter the field of play; or K.38.5.5. any pictures which may tend to criticise, disparage, belittle or discredit the League, any Club or any Official, Player or Match Official or to bring the game into disrepute.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance Assessment of compliance will be undertaken via self-assessment, inspections by the League or its appointees, and, if there is disagreement as to whether a Club complies with a particular requirement, by an independent audit. Guidance If the existing nature of a Club’s Stadium is such that it necessitates a longer lead time to put in place a facility required by these Rules, then it may apply to the Board for temporary dispensation from the relevant Rule. In extreme cases, it is recognised that it may be physically impossible to comply with a particular requirement. In such a case, the Board may waive compliance without the Club attracting sanction pursuant to Rule K.42 subject to whatever further action the Board considers appropriate to comply as much as reasonably practicable with the intent of the Rules. Any application for dispensation from any of the requirements in Rules K.43 to K.89 or Rules K.133 to K.155 will be judged on its own facts. 141 K.41. The details of how each Club will, subject to Rule K.42, comply with Rules K.43 to K.89 and Rules K.133 to K.155 shall be recorded in its Technical Specification. K.42. If a Club fails to comply with any of Rules K.43 to K.89 and Rules K.133 to K.155, the Board may: K.42.1. withhold from that Club part or all of its share of International Broadcast Revenue to which it would otherwise be entitled pursuant to Rule D.18 until such time as it has demonstrated compliance; and/or K.42.2. require the Club to undertake such works as the Board considers necessary by such date as the Board may specify; and K.42.3. in the event of any continuing breach or failure to implement works as required by the Board pursuant to Rule K.42.2, deal with the matter under the provisions of Section W of these Rules. K.40. Where a Club demonstrates to the League that it is unable to comply with one or more of the requirements of Rules K.43 to K.89 or Rules K.133 to K.155, despite its best endeavours, due to the nature of the construction and configuration of its Stadium, the League may suspend action for breach of such Rules for such period of time and subject to such further order as the League considers appropriate. Media Facilities – General K.39. Each Club shall provide to the League such information and access to its Stadium as the League may reasonably require in order to assess whether the Club complies, or will in due course comply, with the requirements of Rules K.43 to K.89 and Rules K.133 to K.155.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance The League shall notify Clubs of the connectivity specifications for the forthcoming Season by no later than the preceding 30 June. 142 Rules: Section K K.46. Each Club shall give the Match Manager all such assistance, and access to such facilities, areas and rooms, as may be reasonably required. K.47. Each Club shall: K.47.1. provide at its Stadium for the use of the League in relation to this Section K a network access facility within its Outside Broadcast Compound and provide such rights and access as is needed for its installation and maintenance; and K.47.2. ensure that for at least three hours before kick-off and two hours after the final whistle of each League Match at its Stadium, an appropriately competent Official is available to ensure as far as reasonably practicable uninterrupted use of the services set out at Rule K.45. K.43. The League will inform each Club no later than 14 days before the date of each League Match to be played at its Stadium of the Match Manager appointed to act at that League Match and whether, and if so to what extent, the Club is required to comply with the following Rules: K.43.1. Rules K.53 and K.54 (International TV Commentary Positions); K.43.2. Rule K.64 (Television Studios); K.43.3. Rule K.65 (seats for TV Broadcasters: Observer Seats); and K.43.4. Rule K.78 (car park spaces for the use of Broadcasters). K.44. Access to the facilities, areas and rooms described in this Section of the Rules shall, on the date of each League Match, be restricted to such personnel as are accredited by the League or Home Club and each Home Club shall ensure that such facilities, areas and rooms are stewarded in such a manner as to enforce this restriction. K.45. Each Club shall ensure that for each League Match played at its Stadium: K.45.1. the Stadium is supplied with internet connectivity with a total bandwidth capacity of 750 megabits per second, for the exclusive use of Broadcasters, accredited representatives of the media, data partners and representatives of the League; and K.45.2. within that total bandwidth, the Club provides connections to the internet and permits the installation and maintenance by the League of connectivity in accordance with the specification notified to the Club in advance of each Season.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance When considering the location of the television gantry, Clubs should be aware of the need to position the gantry so as to ensure that the cameras positioned on it do not face directly into the sun. 143 K.49. Each UK TV Commentary Position and each camera position on the Television Gantry shall be Hardwired. K.50. A Club may fulfil the requirements set out in Rule K.48 across two gantries in close proximity to each other provided that: K.50.1. one is at least 12 metres wide and two metres deep and able to accommodate at least two UK Commentary Positions and three cameras (allowing at least two metres by two metres per camera), in which case Rule K.48.1 shall apply to this gantry; and K.50.2. the other is at least seven metres wide and two metres deep and able to accommodate at least one UK Commentary Position and two cameras (allowing at least two metres by two metres per camera). UK TV Commentary Positions K.51. Each Club shall provide at each League Match played at its Stadium at least three UK TV Commentary Positions on the Television Gantry, for use by UK Broadcasters’ commentators. K.52. Each UK TV Commentary Position shall: K.52.1. consist of three seats; K.52.2. be no less than three metres wide and one metre deep; K.52.3. have internet connectivity as set out in Rule K.45 and mains power; K.52.4. have a full and clear view of the whole pitch; and K.52.5. have a desk large enough to hold a monitor, two laptop computers and such commentary equipment as UK Broadcasters may reasonably require. Television Gantry K.48. Subject to Rule K.50, each Club shall ensure that its Stadium has a television gantry which: K.48.1. is situated so that cameras can be positioned on the half-way line; K.48.2. (where the gantry is constructed after 5 June 2019) is, subject to any dispensation granted by the Board, no higher than 18 metres from pitch level and no further than 30 metres behind the relevant touchline; K.48.3. is at least 19 metres wide and at least two metres deep; K.48.4. is able to accommodate at least three UK TV Commentary Positions and five cameras, allowing at least two metres by two metres per camera (in accordance with Rule K.60 and Appendix 3); K.48.5. permits the cameras to have a full and clear view of the whole pitch; and K.48.6. permits each camera position and UK Commentary Position to be easily accessible by technical personnel during the League Match without disturbing the cameramen or commentators.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance A Club will not be penalised for a failure to provide a full and clear view of the whole pitch under these Rules if the permanent infrastructure of its Stadium is such that this is not possible (for example due to the presence of stanchions supporting the roof of a stand), provided that its inability to provide such a full and clear view is communicated to the Board in the Technical Specification. Notwithstanding this, there must be no temporary or movable installations restricting the view. Guidance The mini-cameras referred to in Rule K.53.1 will be used to film commentators and not Match footage. Guidance Where the Rules specify that different Persons are entitled to each be placed as near to the half-way line as reasonably practicable, the Match Manager shall allocate actual positions. 144 Rules: Section K Radio Commentary Positions K.55. Each Club shall provide at each League Match played at its Stadium at least 15 Radio Commentary Positions for use by Radio Broadcasters and (subject to the priority over such seats of the Radio Broadcasters) by any radio broadcasters with whom the Home Club or the Visiting Club has entered into a Club Radio Contract, and each such position shall: K.54. Each International TV Commentary Position shall: K.54.1. be situated as close to the half-way line as reasonably practicable; K.54.2. consist of two seats for the use of commentators; K.54.3. be at least two metres wide and one metre deep; K.54.4. be Hardwired; K.54.5. have internet connectivity as set out in Rule K.45 and mains power; K.54.6. have a full and clear view of the whole pitch; and K.54.7. have a desk large enough to hold a monitor, two laptop computers and such commentary equipment as International Broadcasters may reasonably require. International TV Commentary Positions K.53. Subject to Rule K.43, each Club shall provide at each League Match played at its Stadium: K.53.1. at least 15 International TV Commentary Positions (which need not be on the Television Gantry, provided that they are situated on the same side of the pitch as the Television Gantry and are sufficiently Hardwired for the receipt of the Broadcasters’ feeds to monitors), of which five must have capacity for video and audio to be transmitted via a mini-camera to the Outside Broadcast Compound; and K.53.2. no fewer than five additional seats for the use of International Broadcasters’ technical staff.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance Where a Club is regularly required to provide additional tunnel interview positions, in accordance with Rules K.57.1 and K.57.2, it is recommended that it installs permanent Hardwiring to those positions, to be used as necessary. 145 K.58. The tunnel interview positions shall be: K.58.1. located in the same stand as, and in close proximity to, the tunnel and the Players’ dressing rooms; K.58.2. designed so that television interviews within them can be conducted against the Interview Backdrops; and K.55.1. comprise one seat; K.55.2. be situated as close to the half-way line as reasonably practicable and in any event no further than 25m either side of it; K.55.3. have a clear view of a television monitor; and K.55.4. have mains power and a desk large enough to hold such commentary equipment as Radio Broadcasters may reasonably require. TV Broadcasters’ Pitchside Presentation Positions K.56. Each Club shall provide at each League Match played at its Stadium at least seven pitchside presentation positions (two for UK Broadcasters and five for International Broadcasters), each of which shall be: K.56.1. Hardwired; K.56.2. as close to the touchline as reasonably practicable; K.56.3. at least three metres wide; and K.56.4. available from at least four hours before kick-off until five minutes before kick-off, during half-time until at least five minutes before the re-start, and for at least one hour after the final whistle. Tunnel Interview Positions K.57. Each Club shall provide at each League Match played at its Stadium at least five Hardwired tunnel interview positions, two of which shall be for the use of UK Broadcasters, and three of which shall be for the use of International Broadcasters, save that: K.57.1. where the League confirms to the Home Club no later than seven days prior to a League Match to be played at its Stadium that more than 12 International Broadcasters will be in attendance, the Club must provide at least six tunnel interview positions for the use of TV Broadcasters (five of which must be Hardwired); and K.57.2. where the League confirms to the Home Club no later than seven days prior to a League Match to be played at its Stadium that more than 15 International Broadcasters will be in attendance, the Club must provide at least seven tunnel interview positions for the use of TV Broadcasters (five of which must be Hardwired).
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance Tunnel interview positions should be configured in such a way that the largest position is the one that Players and Managers arrive at first, where reasonably practicable. Clubs should use such sound proofing and/or partitions as is/are necessary to satisfy the requirement set out at Rule K.58.3. The size requirements of the additional tunnel interview positions required by Rules K.57.1 and K.57.2 will be agreed by the League and the relevant Club in each case. Guidance A pod is a pair of scaffolding tubes fixed (at an equal distance apart) to the front of the camera position to support a camera mount. A hoist is a rope and pulley system for lifting equipment from floor level to working height. When fitting pods, Clubs should consult the League who will offer guidance on the dimensions required. Guidance With respect to Rule K.62, ordinarily a ‘sufficient number’ of camera positions will be achieved by the provision of two separate camera positions per entry point to the Stadium (so if the Home Club and the Visiting Club arrive at the same point, two positions will be required, and if they arrive at different points, four positions will be required). 146 Rules: Section K Camera Positions: Team and Supporter Arrivals K.62. Each Club shall provide at its Stadium a sufficient number of separate and static Hardwired camera positions to enable the filming of the arrivals of each team before each League Match. Camera Positions: Match Coverage K.60. Each Club shall provide at each League Match played at its Stadium positions for television cameras in accordance with the requirements of Appendix 3, and each such position shall be Hardwired. K.61. Each Club shall: K.61.1. provide such pods and hoists as are necessary in order to ensure that all camera equipment can be installed in the required camera positions; and K.61.2. ensure there is safe access to and egress from (including in case of emergency) the required camera positions for all persons and equipment. K.58.3. configured and designed in such way so as to ensure that each position can be used simultaneously and without causing noise disturbance of any kind to the other positions. K.59. The following additional requirements apply in respect of any tunnel interview positions created by Clubs after 30 June 2016: K.59.1. one tunnel interview position must measure at least 2.5 metres by 2.5 metres; and K.59.2. with the exception of those interview positions required by Rules K.57.1 and K.57.2, all additional tunnel interview positions must measure at least 2 metres by 1.6 metres.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance With regard to the studio window, ideally the bottom of the window should be 50cm from the floor and the top of the window should be two metres from the floor. Guidance These seats will be for the use of working personnel of TV Broadcasters. The tickets for these seats will be distributed by the League who will also monitor their use. Where necessary, Clubs shall take appropriate steps to ensure that any television monitors installed for accredited representatives of TV Broadcasters cannot be observed during the League Match by supporters of either participating Club. 147 Reporter, Floor Manager and Match Manager Positions K.66. Each Club shall provide at least eight seats (the positions of which shall be Hardwired) at each League Match played at its Stadium for the use of accredited representatives of UK Broadcasters, International Broadcasters and the League. Such seats shall be situated as near to the trainers’ benches as practicable and must provide a full, clear view of the whole pitch. K.67. Each Club shall provide one position at each League Match played at its Stadium for the use of the Match Manager, which must be situated: K.67.1. sufficiently close to the position of the fourth official to enable the Match Manager to easily communicate with the fourth official during the League Match without needing to enter either technical area to do so; and TV Broadcasters: Observer Seats K.65. Subject to Rule K.43, each Club shall make available at each League Match played at its Stadium at least 25 seats for the use of accredited representatives of TV Broadcasters, to be situated in close proximity to the half-way line, with easy access to the tunnel area and Mixed Zone and a clear view of a television monitor throughout the League Match. K.63. Each Club shall permit TV Broadcasters to film coverage of supporters outside its Stadium before each League Match. Television Studios K.64. Subject to Rules K.40 and K.43, each Club shall provide at each League Match played at its Stadium at least two Hardwired studios for the use of Broadcasters and each such studio shall: K.64.1. measure at least five metres by five metres; K.64.2. be at least three metres high; and K.64.3. have a window which is at least three metres wide (or, if constructed after 1 August 2014, 4.5 metres wide) by 1.5 metres high and which gives a full and clear view of the majority of the pitch and the crowd, unobstructed by any permanent Stadium structure, such as the giant screen.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance Where reasonably possible, Clubs should provide additional positions for the floor managers of the host broadcaster (where applicable) and the League, located in close proximity to the Match Manager’s position and so as to enable easy communication with the fourth official. It is envisaged that Broadcasters may use some of the seats allocated for reporters for technical equipment. References to “the League” in Rules K.66 and K.67 mean Premier League Productions, the League’s appointed production partner, which undertakes the broadcast of all League Matches on behalf of the League. Guidance Where, due to the configuration of the Stadium, a Club is unable to provide three positions for the use of analysts of the Visiting Club, it may seek dispensation from the League to provide two such positions. 148 Rules: Section K Mixed Zone K.69. Each Club shall provide at each League Match played at its Stadium a Mixed Zone in which media interviews with Players and Managers may be conducted. K.70. The Mixed Zone shall: K.70.1. be located between the Players’ dressing rooms and the Players’ point of exit from the Stadium; K.70.2. be accessible to Players, Managers, coaching staff and accredited representatives of Broadcasters; Visiting Club Analyst Positions K.68. Each Club shall provide at each League Match played at its Stadium three dedicated positions for the use of analysts of the Visiting Club, each of which shall: K.68.1. consist of one seat situated as near to the half-way line, the tunnel and the Visiting Club’s dressing room as reasonably practicable and provide a clear view of the whole pitch; K.68.2. be sufficiently Hardwired for the receipt of three separate Broadcaster feeds (the ‘world feed’, the ‘tactical feed’ and one ‘high behind’ feed) by monitors in place at the relevant position; K.68.3. have internet connectivity in accordance with Rule K.45 and mains power; and K.68.4. have a desk large enough to hold a monitor and a laptop computer (and such other equipment as the analyst(s) may reasonably require). K.67.2. so as to enable the Match Manager to easily communicate with the floor manager(s) of the League and the host broadcaster (where applicable) during a League Match. If the Club is unable to fulfil this requirement at its Stadium, it must permit the League to install a system to facilitate such communication.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance Further discussions will be undertaken with Clubs about the branding of the Mixed Zone. The League’s preference is that Interview Backdrops should be used in Mixed Zones. Accreditation of representatives of the media will be undertaken by the League or its appointee (currently Football DataCo Limited) on behalf of the League and Clubs. Guidance TV Broadcasters’ representatives are only permitted access to the tunnel interview positions for the filming of the exchange of team sheets, interviews, team arrivals, match reports, and to conduct unfilmed, informal discussions with coaching staff where the latter choose to speak to Broadcasters (and for the avoidance of doubt they are not obliged to engage in such informal discussions although they are encouraged to do so), and all other activities required by these Rules. 149 Access to Tunnel Interview Positions K.72. Each Club shall at each League Match played at its Stadium permit accredited representatives of TV Broadcasters access to the tunnel interview positions referred to in Rule K.57 to K.59 to prepare for, set up and carry out all activity permitted by these Rules. The Match Manager will manage all such access to ensure that, as far as reasonably practicable, the Persons referred to in this Rule only have access to the tunnel interview positions when needed. K.70.3. be large enough to accommodate at least 20 representatives of Broadcasters; and K.70.4. have lighting of a sufficient level to provide suitable conditions for the Transmission of interviews. K.71. Each Home Club: K.71.1. shall permit into the Mixed Zone: K.71.1.1. accredited representatives of Broadcasters who wish to conduct interviews in the Mixed Zone (up to a maximum of 20), who shall have priority entry into the Mixed Zone over those listed in Rules K.71.1.2 and K.71.1.3; K.71.1.2. accredited representatives of radio broadcasters with whom it or the Visiting Club has entered into a Club Radio Contract; and K.71.1.3. such authorised representatives of it or the Visiting Club as either may reasonably require in order to provide commentary or reports on media services such as its website, social media accounts or television channel; and K.71.2. may, at its discretion, permit into the Mixed Zone such other accredited representatives of the media as it considers appropriate.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance Car park spaces that are not required by Broadcasters will be released back to the League no later than fourteen days before the date of the League Match pursuant to Rule K.43. 150 Rules: Section K Hardwiring K.73. Each Club shall: K.73.1. ensure that, where required to do so by these Rules, it installs Hardwiring to the League’s specification; K.73.2. ensure that all Hardwiring at its Stadium is properly maintained and in good working order at all times when its use is required; and K.73.3. provide to the League a certificate in writing in advance of each Season confirming that the Hardwiring at its Stadium is in compliance with Rule K.73.1, such certificate to be provided by an independent Person experienced in the design and installation of permanent outside broadcast cable infrastructure. K.74. Each Club shall permit the installation of temporary cabling by Broadcasters sufficient to ensure the continuous Transmission of League Matches played at its Stadium in the event of the failure of any Hardwiring required by these Rules (in addition to any other measures that the League may specify in order to ensure such continuous Transmission). Transmission of Pre-Match Media Conference K.75. Each Club shall permit the League to install such facilities as are required to allow Broadcasters to enable the Transmission of the Club’s Pre-Match Media Conference, where such facilities are not already in place (subject to any embargo implemented in accordance with Rule K.107). Power Supply K.76. Each Club shall provide at its Stadium and make available to Broadcasters, at their request, access to electricity supply on the day of each League Match sufficient to power the Broadcasters’ match day operations. K.77. At each League Match, the Home Club shall provide such facilities and access as is required by a Broadcaster to establish its own power supply for an Outside Broadcast Compound. Car Park Spaces K.78. Subject to Rule K.43, each Club shall make available to the League a minimum of 20 car park spaces as close to the Outside Broadcast Compound as reasonably practicable for each League Match played at its Stadium for the use by TV Broadcasters.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance The identity of the suppliers of the relevant “network access facility” for the purpose of Rule K.80 will be notified to Clubs by the League in advance of each Season. With regard to Rule K.81, if an additional area is needed because satellite uplinking is not reasonably practicable from the Outside Broadcast Compound, then the additional area must be sufficiently large (approximately 120 m2) to accommodate six satellite news gathering trucks. Clubs should be aware of the additional provisions regarding the Outside Broadcast Compound at Rule K.47. Guidance Rule L.21 provides that at least 75 minutes before the kick-off, a representative of each Club must submit to the referee and their opponents a team sheet. The Match Manager will give copies of the team sheets to Broadcasters and to the League’s data providers. Clubs will remain responsible for distributing it to others (e.g. representatives of the written media). 151 K.83. A Club playing in a League Match shall not publish the teams until 60 minutes before kick-off. Official Club Team Sheets K.82. Each Home Club shall provide to the Match Manager the official team sheets of both the Home Club and the Visiting Club as soon as reasonably practicable after they have been submitted to the referee pursuant to Rule L.21. Outside Broadcast Compound K.79. At each League Match, the Home Club shall provide a secure, level area (with a hard surface suitable for the parking of TV Broadcasters’ vehicles) outside and adjacent to the Stadium of at least 1500m2 for the exclusive use of the League’s and TV Broadcasters’ vehicles. K.80. The Outside Broadcast Compound shall: K.80.1. have sufficient drainage, toilets and waste disposal facilities; and K.80.2. include sufficient working lights to enable complete illumination of the area above the League’s and TV Broadcasters’ vehicles, and each Club shall ensure that Broadcasters are given all requested access to the network access facility within the Outside Broadcast Compound located at its Stadium. K.81. The Outside Broadcast Compound shall have an unobstructed view of the southern horizon such as to allow satellite uplinking or if the Outside Broadcast Compound does not have such unobstructed view, the Club must provide an additional area as close as reasonably practicable to the Outside Broadcast Compound to enable satellite uplinking.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance Publication of team sheets is strictly embargoed until 60 minutes before kick-off. The League will ensure that Broadcasters comply with this embargo. Guidance This can be the same room as the media working area described in Rule K.84. With regard to Rule K.86.4, ideally the camera platform should be able to accommodate up to 10 cameras. Guidance Accreditation of representatives of the media will be undertaken by the League or its appointee (currently Football DataCo Limited) on behalf of the League and Clubs. 152 Rules: Section K Press Seats K.87. Each Club shall provide at each League Match played at its Stadium a minimum of 50 seats for the use of accredited representatives of the media and the League’s data providers. Such seats must be located: (a) near the media working room; and (b) in a position enabling a clear view of the whole pitch. Media Working Area K.84. Each Club shall provide at each League Match played at its Stadium a working area for the use of accredited representatives of the media and Broadcasters, such area to be located in the same stand as the Players’ dressing rooms and comprising a room of minimum 50m2 and supplied with 25 individual or linked work stations, each of which shall have its own desk, chair, electricity supply and internet connectivity as set out in Rule K.45. K.85. Refreshment facilities of a standard to be determined by the Home Club shall be made available to accredited representatives of the media and Broadcasters for a reasonable period before and after the League Match and during the half-time interval. Media Conference Room K.86. Each Club shall provide at each League Match at its Stadium a media conference room with the following minimum facilities: K.86.1. seating for 70 persons; K.86.2. lighting of a sufficient level for the filming and live Transmission of the Post-Match Media Conference; K.86.3. a podium at the front of the room and in clear view of the cameras, with table and chairs to seat three people; and K.86.4. a Hardwired camera platform at the rear of the room of sufficient size to accommodate at least two cameras and with an unobstructed view of the podium.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance Accreditation of photographers will be undertaken by the League or its appointee (currently Football DataCo Limited) on behalf of the League and Clubs. 153 Content Sessions K.90. Unless otherwise agreed by the League, each Club shall ensure that, during the six days preceding the day of each League Match, there is a period of two hours during which TV Broadcasters (including such number of International Broadcasters as the League may determine) may conduct the discussions and/or record the content and/or conduct the interviews with Players and the Manager required by Rules K.94 to K.103 (“Content Session”). K.91. Each Club must ensure that its training ground includes a suitable, dedicated room in which (subject to Rules K.96 and K.102, below) the recording and interviews required by Rules K.94 to K.103 can be carried out. This room must measure no less than 2.5 metres by 2.5 metres and must be equipped with suitable facilities to enable the recording of interviews by TV Broadcasters, including, for example, mains power, sound proofing, black-out blinds and curtains on all windows and isolated air conditioning. K.92. At least once per calendar month (with the exception of June and July), each Club must permit TV Broadcasters to film and Transmit live at the TV Broadcasters’ request (through the presence of one or more on-site reporters, technicians and/or producers, if required) one uninterrupted period of no less than 15 minutes of a Club training session involving the first team squad. Clubs must give no less than 48 hours’ notice to the League of each such session and may limit the proximity of TV Broadcasters to a maximum of 30m from the pitch on which the training session is to take place. K.93. Each Club shall ensure that, in each case, its Content Session takes place on a date when its subsequent first team match is a League Match. K.88. Each such seat shall have a desktop, electricity supply, a clear view of a television monitor, telephone point, and internet connectivity as set out in Rule K.45. Facilities for Photographers K.89. Each Club shall provide at each League Match played at its Stadium facilities for photographers to the following minimum standards: K.89.1. pitch side access for 20 accredited photographers and messengers and appropriate pitch side wiring and wireless internet connectivity; K.89.2. bibs bearing the word “Photographer” on the rear, numbered consecutively, the numbers appearing on both the front and rear of the bib; K.89.3. bibs of a different colour bearing the word “Messenger” on the rear and similarly numbered; and K.89.4. a working area or wire room of 20 square metres, internet connectivity as set out in Rule K.45, 16 power points, a television monitor, shelves to support laptop computers and refreshment facilities.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance The League may waive or vary the requirements set out in Rule K.93 (at its absolute discretion) in exceptional circumstances and upon request from a Club if, for example, the proximity in time between a match in the UEFA Europa League competition and the subsequent League Match and/or the location of the relevant UEFA Europa League Match makes it impracticable for the Club to arrange its Content Session at a time when its subsequent first team match is a League Match. A Club seeking a waiver or variation of these requirements from the League in respect of a particular Content Session must notify the League of that fact in good time and abide by the League’s decision as to whether or not to grant the Club’s request. In lieu of a conventional interview, any Broadcaster entitled to attend a Content Session may apply to the League for permission to use its allotted time in that Content Session for a background briefing with the Players(s) and/or the Manager who will be made available. Such an application will only be granted by the League with the permission of the Club concerned. 154 Rules: Section K UK Content Sessions K.94. In respect of a League Match to be Transmitted live by a UK Broadcaster, each participating Club shall be required to make its Players and/or its Manager available for a Content Session with that UK Broadcaster (a “UK Content Session”), in accordance with the following requirements: K.94.1. in advance of the League Match to which the UK Content Session relates, the relevant UK Broadcaster will provide each participating Club (with a copy to the League) with a shortlist of two Players that it wishes to be made available for the UK Content Session; K.94.2. subject to Rule K.95, each participating Club must make (at least) one of the two Players included on the shortlist referred to at Rule K.94.1, above, available for the UK Content Session and must inform the relevant UK Broadcaster (with a copy to the League) which of the two Players it has selected when providing the notice referred to at Rule K.94.3; K.94.3. unless otherwise agreed by the League (and subject to Rules K.96 and K.97), each Club shall give the League and the relevant UK Broadcaster at least: (a) six days’ notice of the name(s) of the Player(s) who will be made available for the UK Content Session to which the League Match relates, selected in accordance with this Rule K.94; and (b) seven days’ notice of the date, time, and location of the UK Content Session; K.94.4. in the event that the Player selected by the Club becomes unable to participate in that UK Content Session due to illness, injury or other exceptional circumstance, the Club must (a) inform the relevant UK Broadcaster (with a copy to the League) as soon as reasonably possible, and (b) ensure that the second Player included on the shortlist referred to at Rule K.94.1, above, is made available as a replacement, or another suitable alternative is provided who is acceptable to the Broadcaster; and K.94.5. each participating Club must make its Manager available for each UK Content Session; and K.94.6. each participating Club must ensure that its Player(s) or Manager who is selected to participate in a UK Content Session is made available for a continuous period of no less than 15 minutes for filming and/or interview by the relevant UK Broadcaster.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance Broadcasters will be encouraged to provide the shortlist referred to at Rule K.94.1 as far in advance of the League Match in question as possible to allow Clubs sufficient time to meet their obligations under Rule K.94.3 (and, in any event, such shortlists should be sent to Clubs no later than 24 hours before the deadline set out in Rule K.94.3). Any delay in the submission of such shortlists by Broadcasters will be taken into account by the League when considering Clubs’ compliance with Rule K.94.3. The League recognises that there may be weeks in which Clubs play two (or indeed in exceptional cases more than two) League Matches, e.g. over the Christmas period, and the League will take account of this fact when monitoring compliance with these Rules. The League will monitor Broadcaster access during such times to ensure that unreasonable demands are not being placed on Clubs. Guidance By way of example, should a Player be shortlisted for UK Content Sessions on five occasions throughout the Season, he must be made available by the Club on four of those occasions. If it is determined at the end of the Season that a Player has been made available by his Club for fewer than 75% of the UK Content Sessions for which he has been shortlisted, that Club will be in breach of Rule K.95. Clubs are free to exceed the minimum requirements referred to at Rule K.95 (by, for example, making a Player available for more than six UK Content Sessions and/or more than 75% of the UK Content Sessions for which he has been shortlisted), should they wish to do so. 155 K.96. Each Club shall ensure that, on no fewer than six occasions per Season, its UK Content Session takes place at a location other than the dedicated room referred to at Rule K.91, above. The date of such UK Content Session and their location in each case shall be subject to the agreement of the Club and the relevant UK Broadcaster. K.95.The selection of Players to be made available by Clubs for UK Content Sessions throughout the Season is subject to the following: K.95.1. subject to Rules K.95.2 and K.95.3, below, each Player listed on a Club’s Squad List must be made available by the Club, in accordance with Rule K.94, for no fewer than 75% of the UK Content Sessions for which he is selected (by his inclusion on the shortlists referred to at Rule K.94.1); K.95.2. no Club will be required to make any Player available for two consecutive UK Content Sessions; K.95.3. no Club will be required to make any Player available for UK Content Sessions on more than six occasions per Season; and K.95.4. each Club is entitled to apply to the Board for special dispensation for a Player to be granted an exemption from the requirements of Rule K.94 for a period of up to four weeks. The Board will only grant such special dispensation in exceptional circumstances and only once per Season in respect of each Player. Should a Club wish to make an application for special dispensation in accordance with this Rule, it must do so in writing to the Board, citing reasons (and, where appropriate, supporting evidence) for its application. The Board’s decision as to whether or not to grant such special dispensation in each case is final and not subject to challenge. Where such dispensation is granted, the Board will confirm to the Club how that dispensation affects the Player’s remaining obligations under Rules K.94 to K.100 for the remainder of the Season.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance There may be occasions in which a Club wishes to make a Player available for an International Content Session who does not meet the criteria specified in Rule K.98.3, but who is nevertheless editorially relevant (for example, a Player who has recently recovered from injury and/or who has been recently signed). In such circumstances, Clubs should consult with the League, which may provide dispensation from the requirements of Rule K.98.3, where it agrees with the editorial relevance of the Player. 156 Rules: Section K K.97. Each Club shall ensure that, on no fewer than five occasions per Season, it makes two or more of its Players available together for a UK Content Session. The date of such Content Session in each case shall be subject to the agreement of the Club and the relevant UK Broadcaster. Where it is agreed between the Club and the relevant UK Broadcaster that two or more Players will be made available together for a Content Session, the identity of the Players to be made available will be determined as follows: K.97.1. the relevant UK Broadcaster will provide the Club (with a copy to the League) with a shortlist of two Players, from which the Club will select one Player to be made available for the Content Session; K.97.2. subject to Rule K.95, once the identity of the first Player to be made available is confirmed by the Club to the relevant UK Broadcaster, the UK Broadcaster will then provide a further shortlist of two Players, which may include a Player included on the shortlist referred to at Rule K.97.1 above (with a copy to the League), from which the Club will select one Player to be made available for the Content Session; and K.97.3. in the event that the relevant UK Broadcaster and the Club agree that one or more further Player(s) will be made available for the Content Session, their identity in each case will be determined by means of the process referred to in Rule K.97.2, above. International Content Sessions K.98. Subject to Rules K.101 and K.102 below, in respect of each League Match: K.98.1. both participating Clubs shall ensure the attendance of (at least) one Player and/or the Manager during the Content Session for discussion and/ or recording and/or interview by International Broadcasters, non-live UK Broadcasters and the League, for a period of no less than 45 minutes (an “International Content Session”); K.98.2. both participating Clubs shall give the League at least one weeks’ notice of the date, time and location of their respective International Content Session (subject to Rules K.101 and K.102) and the name(s) of the individual(s) who will be made available for the International Content Session, which may be amended in each case, subject to the agreement of the League, in exceptional circumstances and provided that no such amendment is made within 72 hours of the League Match to which the International Content Session relates; and K.98.3. any Player(s) to be made available by the Club for an International Content Session must have featured prominently in any of the Club’s previous three League Matches (assessed as at the date when the notice referred to in Rule K.98.2 is provided to the League).
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance The League may grant dispensation to Clubs from the deadlines set out in Rule K.99 where training schedules and/or fixtures in other competitions make adhering to such deadline impracticable. In such circumstances, Clubs should seek such dispensation as far in advance of the relevant deadline as reasonably possible to allow the League to consider the request and its effect on Broadcasters. 157 K.100.Over the course of each Season, each Club shall ensure that: K.100.1.its Manager is made available for International Content Sessions on no fewer than three occasions; K.100.2.each of its Players is made available for International Content Sessions as follows: K.100.2.1. if the Player has been included in his Club’s starting line-up in respect of 30 or more League Matches throughout the Season, that Player must have been made available by his Club for no fewer than three International Content Sessions; K.100.2.2. if the Player has been included in his Club’s starting line-up in respect of 20 or more League Matches throughout the Season, that Player must have been made available by his Club for no fewer than two International Content Sessions; K.100.2.3. if the Player has been included in his Club’s starting line-up in respect of 10 or more League Matches throughout the Season, that Player must have been made available by his Club for at least one International Content Session; and K.99. In respect of each League Match, each International Content Session must take place by the following deadlines: Day of League Match Deadline for International Content Session Saturday, Sunday or Monday Within six days of the League Match, to start no later than 1.30pm on the immediately preceding Friday. Tuesday Within six days of the League Match, to start no later than 1.30pm on the immediately preceding Monday. Wednesday Within six days of the League Match, to start no later than 1.30pm on the immediately preceding Tuesday. Thursday Within six days of the League Match, to start no later than 1.30pm on the immediately preceding Wednesday. Friday Within six days of the League Match, to start no later than 1.30pm on the immediately preceding Thursday.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance Regardless of the number of International Broadcasters present, Clubs are only required to provide (at least) one Player and the Manager for the 45 minutes specified in Rule K.98. However, Clubs should be aware that the requirement that the Player and/or Manager be made available for a 45 minute period during the International Content Session remains even in the event that no International Broadcasters are in attendance. In those circumstances, the League may use the full 45 minute entitlement, if necessary. Guidance The International Content Sessions referred to at Rules K.101 and K.102 may be carried out in parallel, meaning that (subject to the agreement of the League) a Club may make more than one of its Players available for an International Content Session to take place away from the dedicated room referred to in Rule K.91. 158 Rules: Section K Additional League Content Sessions K.103. On no fewer than two occasions during each Season, in each case in lieu of its requirement to participate in an International Content Session in accordance with Rule K.98, above, each Club shall instead make available one Player or its Manager for a continuous period of no less than 60 minutes for the recording of additional ‘in-depth’ feature content by the League (the “Feature Session”), subject to the following: K.103.1. the Feature Session shall take place on either a Monday or a Tuesday at a date and time mutually agreed by the Club and the League; K.103.2. in advance of the Season, the League shall provide the relevant Club with a shortlist of four individuals (either Players and/or the Manager) from which the Club will select two who will be made available for the two Feature Sessions; and K.103.3. an individual’s participation in a Feature Session (whether a Player or the Manager) shall count towards the League’s assessment of compliance with Rule K.100. K.101. On no fewer than three occasions during each Season (the dates of which are subject to the agreement of the Club and the League), a Club must make two or more of its Players available together for an International Content Session. In such cases, the League will provide the relevant Club with a shortlist of at least three Players (by no later than seven days prior to the date on which the relevant International Content Session is to take place) from which the Club will select the two or more Players who will be made available for the International Content Session. K.102. At least once per calendar month (with the exception of June and July), each Club must conduct an International Content Session at a location other than the dedicated room referred to at Rule K.91, above (an “International Content Session Plus”). The date and location of each such International Content Session Plus shall be subject to the agreement of the Club and the League in each case. K.100.3. subject to Rules K.98 and K.100.1, every International Broadcaster that wishes to attend one of the Club’s Broadcaster Preview Periods is permitted to do so and is given no less than 10 minutes of access to interview either: (a) one of the Club’s Players; or (b) its Manager.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance Whilst not bound to comply with Rule K.104, Clubs that become members of the League in Seasons 2020/21 and 2021/22 are encouraged nevertheless to participate in a similar content session during their membership of the League. Guidance In the event that the League Champions are required to participate in any other competitions during the week following the final League Match of the Season, making compliance with Rule K.105 impractical, the League and the Club will agree revised dates outside the deadline in Rule K.105 but as soon as possible thereafter. 159 Pre-Match Media Conference K.106. In addition to the requirements of Rules K.94 to K.100, each Club shall ensure that its Manager attends a media conference with Broadcasters and, at its discretion, such other accredited representatives of the media as the Club considers appropriate, to be scheduled as follows: Day of League Match Day of Pre-Match Media Conference Saturday, Sunday or Monday Thursday or Friday to start no later than 1.30pm (save for exceptional circumstances, to be managed and monitored by the League, e.g. in the case of late return from a fixture in the UEFA Europa League). Tuesday Monday to start no later than 1.30pm. Wednesday Monday or Tuesday to start no later than 1.30pm. Thursday Wednesday to start no later than 1.30pm. Friday Thursday to start no later than 1.30pm. K.105. Within a week of the final League Match of each Season, the League Champions for that Season must participate in five additional features with the League and the UK Broadcaster designated by the League (the “Champions’ Features”) in accordance with the following conditions: K.105.1. of the five Champions’ Features, no fewer than three must include interviews with one or more Players who have played a significant role in the Club’s performance throughout the Season; and K.105.2. the content of each of the Champions’ Features must be agreed the Club, the League and the UK Broadcaster designated by the League. K.104. During the period covering Seasons 2019/20, 2020/21 and 2021/22, each Club that remains in membership of the League for that entire period shall use its best endeavours to deliver an additional extended content session to the League, the precise details of which (including the number and identity of the Players to be made available and the time, date and location of the session) shall be subject to the agreement of the Club and the League in each case.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance Examples of suitable Pre-Match Positions include the dugout(s), the Manager’s office, the Directors’ Box and/or the tunnel area. The League will ensure that only one Broadcaster at a time is permitted to film at the designated Pre-Match Position. Guidance Where by reason of adverse weather conditions (or other exceptional circumstances), the filming referred to in Rule K.110 poses a risk to the condition of the pitch, the requirements of Rule K.110 may be waived with the agreement of the League. The League will monitor requests by UK Broadcasters to conduct the filming referred to in Rule K.110 to ensure: (a) that requests to do so are made sufficiently in advance of the League Match to enable the Club to properly plan and to ensure that the timing and location of the filming can be recorded in the documents circulated by the relevant Match Manager in the week leading up to the League Match; and (b) that the filming does not in any way impact upon pre-Match warm-ups by either team or negatively affect the quality of the pitch. 160 Rules: Section K Interviews - General K.111. If interpretation into English is required for any interview taking place pursuant to Rules K.94 to K.100 (Content Sessions) or K.112 (Matchday Pre-Match Interviews), then it must be provided by the Club. K.110. Prior to each League Match to be Transmitted live in the UK, the Home Club must agree with the UK Broadcaster the details of a continuous period of 30 minutes, within the period between 120 minutes and 15 minutes prior to kick-off, when it can film and present for a continuous period of no less than 15 minutes from a location on the pitch (the exact pitch position(s) to be mutually agreed between the UK Broadcaster and the Club). K.107. Each Club must allow UK Broadcasters and the League access to the Pre-Match Media Conference for the Transmission of that conference. Clubs must not delay or otherwise restrict the Transmission of the Pre-Match Media Conference for any longer than 30 minutes after the commencement of that conference. Pre-Match Filming K.108. In addition to the requirements of Rule K.113, by no later than two weeks prior to each Club’s first League Match of the Season, the Club and the League shall agree three positions within the Stadium that may be utilised by Broadcasters for pre-match filming prior to each League Match to be Transmitted live in the UK (“Pre-Match Positions”), one of which shall be the Home Club’s dressing room. K.109.By no later than two weeks prior to each League Match to be Transmitted live in the UK, the Home Club must notify the League: K.109.1. which of the Pre-Match Positions will be available to Broadcasters in advance of the League Match; and K.109.2. a continuous period of 60 minutes, within the period between five hours and two hours prior to kick-off (precise details to be agreed between the League and the Club), when filming can take place by Broadcasters at the designated Pre-Match Position.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance With regard to Rule K.112.1, it is appreciated that if the pre-match interview takes place before the announcement of the teams, the Club Official nominating a Player to take part may not be aware of the starting line-up due to timing issues. Clubs may accordingly prefer to ensure that such interviews take place after the announcement of the teams. The League reserves the right to investigate a breach of this provision if the nominated Player is one who could reasonably have been anticipated would not start the League Match, and/or if a Club persistently nominates Players none of whom go on to start the League Matches in question. If the Manager wishes to be interviewed before the announcement of the teams, this will be acceptable provided that the relevant TV Broadcaster (or the League) agrees, and provided that the Manager discloses his team selection to the relevant TV Broadcaster (or the League), who will keep this information strictly confidential until after the teams have been publicly announced which, as noted in Rule K.83, will not occur until 60 minutes before kick-off. Either of the interviews referred to at Rule K.112, above, may take place in the Club’s dressing room or any area proposed by the Host Broadcaster, subject to the agreement of the Club. Guidance Access to the dressing rooms will be for no longer than five minutes and will be monitored by the Match Manager, who will ensure that only the necessary TV Broadcaster and/or League personnel are present. Any footage will not be Transmitted until after the official team sheets have been published. 161 Dressing Room Filming K.113. In respect of each League Match to be Transmitted live by a UK Broadcaster, each participating Club shall permit the UK Broadcaster or the League to gain access to and film footage of its dressing room between the time that the Club’s Strip has been laid out for the Players and the time that the Players arrive at the Stadium. Matchday Pre-Match Interviews K.112. Each Club shall ensure that the following are made available for an interview with one TV Broadcaster (or the League) within the period between 45 minutes and 120 minutes before the kick-off of the League Match: K.112.1. one of its Players (whose identity shall be confirmed by the Club to the Match Manager and UK Broadcaster filming the League Match (the “Host Broadcaster”) at least 15 minutes before the interview) who is to be in the starting line-up of the League Match (but who must not be the Player who was made available for interview prior to the previous League Match) who will be asked no more than three questions, all of which shall be related to that League Match; and K.112.2. its Manager, such interview to take place after the team sheets have been publicly announced, the exact time to be agreed with the TV Broadcaster and Match Manager (and to be adhered to by the Club and Manager once so agreed).
Section K: Stadium Criteria and Broadcasters’ Requirements ‘Super-Flash’ interviews UK Broadcasters 162 Rules: Section K K.120. In respect of each UK Broadcaster that has the right to the Transmission of a League Match, that UK Broadcaster is entitled to interview two Players and the Manager from each participating Club (save where that Club has provided a Super-Flash Interview to that UK Broadcaster in accordance with Rule K.117) following each League Match, in accordance with the following requirements: K.117. Prior to the conclusion of each League Match, the Host Broadcaster may notify a participating Club of a shortlist of three Players who participated in the League Match and who the Host Broadcaster wishes to interview immediately after the conclusion of the League Match (the “Super-Flash Interview”). K.118. When in receipt of that shortlist, the relevant Club must select at least one of the shortlisted Players to be made available for the Super-Flash Interview, together with one further Player (who may or may not be one of the other Players shortlisted by the Host Broadcaster but must have featured prominently in the League Match) who must also be made available for the Super-Flash Interview. K.119. In the event that the Host Broadcaster does not wish to carry out the Super-Flash Interview to which it is entitled, any other UK Broadcaster present at the League Match may exercise that right (and in the event that no UK Broadcaster wishes to do so, the League may do so). Half-time Interviews K.114. In respect of each League Match to be Transmitted live by a UK Broadcaster, the UK Broadcaster may request that the Manager (or a senior member of the coaching staff) of either or each participating Club provides an interview at the end of the half-time interval, before the re-start of the League Match. The Manager may elect to provide the interview requested or decline to do so, at his absolute discretion. Post-Match Interviews, Mixed Zone and Post-Match Media Conference K.115. After the conclusion of each League Match, each participating Club must ensure that it makes its Player(s) and/or Manager available for interview strictly in accordance with the provisions of Rules K.117 to K.125, below. (For the avoidance of doubt the relevant interviewees must remain so available until the interviews are concluded, even if this is after the times stated below). K.116. No Player or Manager who has been sent-off in a League Match or is suspended for a League Match will be required to be made available for interview during or after that League Match. In such circumstances, the media obligations relating to a Club’s Manager shall be fulfilled by the Club’s assistant manager or another senior member of its coaching staff.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance In assessing compliance with the requirements of Rule K.120.3, the League will take account of whether the relevant UK Broadcaster submitted its shortlist to the Club prior to the conclusion of the League Match, as required. International Broadcasters and the League 163 K.121. In respect of each League Match, each participating Club must ensure that at least one of its Players who featured prominently in the League Match and/or its Manager is made available for interview by International Broadcasters in attendance at the League Match and the League (subject to Rule K.123 below), in accordance with the requirements set out in Rule K.124, below. K.122. Each participating Club is required to ensure that each International Broadcaster in attendance at the League Match and the League receive an interview by either a Player or its Manager in accordance with the deadlines set out in Rule K.124, below, save that a Club that has lost the League Match shall be required to provide such interviews to 15 International Broadcasters and the League (or more International Broadcasters, should they wish to do so). K.123. The identity/ies of the individual(s) to be made available for interview in accordance with Rule K.121, above, may be determined by the Club concerned, however, where it receives one or more requests from International Broadcasters that its Manager be made available for an interview, it must ensure that it makes its Manager available in accordance with the following requirements: K.120.1 prior to the conclusion of the League Match, the UK Broadcaster may notify a participating Club of a shortlist of three Players who participated in the League Match and who the UK Broadcaster wishes to interview following the League Match; K.120.2. when in receipt of that shortlist, the relevant Club must select at least one of the shortlisted Players to be made available for interview with the UK Broadcaster, together with one further Player (who may or may not be one of the other Players shortlisted by the UK Broadcaster but must have featured prominently in the League Match) and the Club’s Manager; and K.120.3. the relevant Players and the Manager must be made available for interview: (a) within 20 minutes of the conclusion of the League Match for interviews with a UK Broadcaster that has Transmitted the League Match live; and (b) within 45 minutes of the conclusion of the League Match for all other UK Broadcasters.
Section K: Stadium Criteria and Broadcasters’ Requirements Radio Broadcasters 164 Rules: Section K K.125. Each Club participating in a League Match must ensure that each Radio Broadcaster that has the right to the Radio Transmission of that League Match is permitted to interview: (a) at least one Player who featured prominently in the League Match; and (b) the Manager, following the League Match. K.124. Each participating Club must make its Players and/or its Manager available for interviews with International Broadcasters and the League by the following deadlines: K.124.1.for each League Match, that is broadcast live by a UK Broadcaster, within 20 minutes of the conclusion of the League Match for the League save that where a Player has provided a Super-Flash Interview to the League, he is not required to provide a further post-match interview to the League, and save that this deadline is extended to 30 minutes for Players/ the Manager from a Club that has lost the relevant League Match; K.124.2. within 30 minutes of the conclusion of the League Match for each International Broadcaster Transmitting the League Match live (save that this deadline is extended to 45 minutes for Players/the Manager from a Club that lost the relevant League Match); and K.124.3.within 45 minutes for each other International Broadcaster that has Transmitted the League Match. No. of requests by International Broadcasters Minimum no. of interviews for which Manager must be made available 1 1 2 1 3 2 4 2 5 3 6 3 7 or more 3
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance For the avoidance of doubt, all Players selected for doping control following a League Match are still expected to comply with their obligations regarding Broadcaster access (save where the doping control officer refuses to allow the Player to depart from the doping control station as a result of, for example, a lack of available chaperones). However, where selection for doping control affects a Player’s ability to make himself available for interview within the deadlines stipulated by these Rules, that will be taken into account by the Board when determining whether a breach has occurred. With regard to Rule K.121, the League in this context means Premier League Productions, the League’s appointed production partner which undertakes the broadcast of all League Matches on behalf of the League. The League then distributes content to International Broadcasters. The League considers it extremely important that, wherever possible, International Broadcasters receive interviews from Players with relevant language skills. Rule K.121 requires Clubs to ensure that either a Player or the Manager is available after the League Match for interviews with the League and all International Broadcasters present. The League will monitor Broadcaster access to ensure a balance between appropriate language content for International Broadcasters and that unreasonable demands are not being placed on Clubs. Furthermore, Clubs should ensure that they make a sufficient number of Players available for interview by International Broadcasters and the League to ensure compliance with the deadlines set out at Rule K.124. For example, if a Club makes only one Player available for interview by International Broadcasters and the League, it is unlikely that all such Broadcasters will receive interviews within the relevant deadlines. In such circumstances, where the deadlines are missed as a result of too few Players being made available by a Club, that Club will be in breach of these Rules. “Radio Broadcasters” means for the purposes of this Rule UK and/or Irish radio broadcasters only. Interviews with TV Broadcasters which take place pursuant to Rules K.117 to K.121 may take place in any location agreed between the relevant Broadcaster and the relevant Club. Guidance Clubs may withdraw a Player from walking through the Mixed Zone in exceptional circumstances, e.g. where the Player has suffered injury and needs medical treatment or is subject to doping control. 165 K.128.Each Home Club shall facilitate a media conference following each League Match (the “Post-Match Media Conference”). K.126.Before 31 July each year, each Club must confirm to the League whether, in respect of each League Match throughout the Season: K.126.1.each of the Players listed on its team sheet will walk through the Mixed Zone when exiting the Stadium following the League Match; or K.126.2. a minimum of six of the Players listed on the team sheet will walk through the Mixed Zone when exiting the Stadium following the League Match and the Club will ensure that each Broadcaster in attendance in the Mixed Zone is able to interview at least one such Player. K.127. Having made the election referred to at Rule K.126, above, each Club must ensure that it complies with its chosen approach at each League Match.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance The Club’s own media channel may also conduct filming during the period referred to in Rule K.132. Where it chooses to do so, the Club and Host Broadcaster shall engage in good faith discussions in advance to ensure that both are able to carry out their media requirements in co-operation with each other. Guidance Club media and broadcast channels are permitted to attend the session referred to in Rule K.133, above, provided that any additional filming or photography by such channels in no way interrupts or inhibits that session. 166 Rules: Section K Promotional Photographs and Footage K.133.Each Club shall: K.133.1. select (and notify the League of) one half day period, no later than 48 hours before the start of each Season, during which its Contract Players and Manager may be photographed and/or filmed by the League or its appointee; and K.133.2. ensure that each of its Contract Players and its Manager is available for a continuous period of no less than 60 minutes during such half day period for the photography and filming referred to at Rule K.133.1. K.134.For the purposes of the photography and filming referred to in Rule K.133: K.134.1.each Contract Player shall wear each of the Strips registered by the Club pursuant to Rule M.17; and K.134.2.the Manager shall wear match day attire (such as the Club’s official training kit or blazer or suit). K.129.The Post-Match Media Conference shall take place in the media conference room referred to in Rule K.86. K.130. Each Home Club shall ensure that Broadcasters that wish to do so have access to the Post-Match Media Conference and may at its discretion give such access to accredited representatives of other media. K.131.Each Club shall ensure that its Manager attends the Post-Match Media Conference. League Champions K.132. Each Season, following the conclusion of each of the League Matches at which: (a) a Club’s result in that League Match guarantees that it will become League Champions; and (b) the trophy is awarded to that Club for becoming League Champions, the Club concerned shall grant access to the Host Broadcaster to its dressing room from the period between the conclusion of the League Match and 60 minutes after the conclusion of the League Match.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance The purpose of this requirement is primarily to provide footage of players to be used in dynamic line-ups by TV Broadcasters. In addition, photographs of players will be used by the League’s trading cards partner. The League will hold the copyright in these photographs and licence it to Clubs. In the event that the League or its appointee is unable to carry out the filming or photography of a Contract Player pursuant to Rule K.133 then the Club should provide to the League a front-on head and body photograph of the Contract Player wearing the Club’s home Strip. As squads change over the Season, the League will ask Clubs to give access to new Players pursuant to Rule K.133.2. While the League will work with Clubs to schedule these further sessions, they will need to be undertaken before any new Player plays in a League Match. Guidance The League will manage the requests for access made by Broadcasters under Rule K.138 to ensure that the demands made of Clubs or of individual Players and Managers are not too onerous. 167 Pre-Season Content Session K.139. Each Club shall make no fewer than four Players and its Manager available for a Content Session, lasting for a continuous period of no less than 60 minutes, prior to the start of each Season (“Pre-Season Content Session”). The time, date and location of such Pre-Season Content Session, together with the identities of the Players in attendance shall be determined in accordance with Rules K.140 and K.141, below. K.140. Each Club must ensure the participation of its captain at its Pre-Season Content Session and must ensure that the remaining Players participating in the Pre-Season Content Session include only Players who were listed in the Club’s starting line-up in no fewer than 20 League Matches during the preceding Season (save that the League may grant dispensation from this requirement at its discretion, for example, where the Club registers one or more new Players). K.137. By no later than its first League Match of the Season, each Club shall submit to the League the results of a questionnaire (the form and content of which shall be determined by the League) completed by each of its Contract Players and its Manager, indicating his hobbies and interests in each case, together with details of each language in which he is able to carry out any media duties required by these Rules. K.138. Each Club shall ensure that, when reasonably requested to do so by the League, Players and Managers will take part in recordings for the promotional purposes of Broadcasters and the League. K.135. Each Club shall make available at its Stadium or training ground suitable facilities, the details of which shall be agreed between the Club and the League in advance, with the benefit of mains electric power, for the purposes of the filming and photography referred to in Rule K.133. K.136.Each Club shall provide to the League by no later than 30 September each year a group photograph of all of the Players included on its Squad List and any Under 21 Players who in the Club’s reasonable opinion will play in a significant number of League Matches in the forthcoming Season.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance Participation by a Player or Manager in a Pre-Season Content Session will be taken into account by the League in its assessment of Club compliance with Rules K.95 and K.100, as appropriate. Guidance The average lux value referred to in Rule K.143.1 is calculated by adding together the readings in each direction taken from each of the 96 measurement points referred to in Rule K.145 and dividing them by 96. The average lux value referred to in Rule K.143.2 is calculated by adding together the readings taken in the same direction at each of the 96 measurement points referred to in Rule K.145 and dividing the total by 96. The average lux value referred to in Rule K.143.3 is calculated by adding together the readings taken in the same direction at each of the 96 measurement points referred to in Rule K.145 and dividing the total by 96. Clubs should also take measurements on the horizontal plane at all 96 measurements as referred to in Rule K.145 for reference. These measurements should be reported in the certificate required by Rule K.154. All measurements should be taken at 1m above the pitch surface. 168 Rules: Section K K.144. The floodlighting must provide uniformity of maintained vertical illuminance at all locations on the pitch such that the minimum illuminance is no less than half of the maximum illuminance and no less than 60% of the average illuminance. Floodlights K.142. On the day of each League Match, each Club shall ensure that its floodlights are operational and comply with the requirements of these Rules for such period as the Board may from time to time specify. K.143.A Club’s Stadium must have floodlights giving a maintained vertical illuminance of: K.143.1.an average of at least 1650 lux and a minimum of at least 1000 lux when measured towards the principal camera on the Television Gantry; and K.143.2. an average of at least 1000 lux and a minimum of at least 650 lux at any one location on the pitch when measured towards the four vertical planes at 0°, 90°, 180° and 270° as shown in the pitch lighting grid set out below; and K.143.3. an average of at least 1650 lux and a minimum of at least 1000 lux on the horizontal reference plane. K.141.By no later than the 10 July preceding each Season, each Club must: K.141.1. notify the League of the identities of the Players (in addition to its Manager) who will be made available for the Pre-Season Content Session; and K.141.2. agree with the League the time, date and location of the Pre-Season Content Session (which may run immediately prior to or following or concurrently with the period referred to in Rule K.133, above, provided that it in no way inhibits the ability of the League and/or any Broadcaster to carry out the photography or filming required under that Rule.
Section K: Stadium Criteria and Broadcasters’ Requirements Guidance The requirements of Rule K.144 are often expressed by technical experts as “U1 values” and “U2 values” in the following manner: “Uniformity (U1 [min/max]) > 0.50 Uniformity (U2 [min/ave]) > 0.60” Guidance – Pitch Lighting Grid To illustrate what is meant by this, Clubs are requested to measure and report lux values using a grid as shown below demonstrating each point on the pitch at which a measurement must be taken and recorded: 169 K.145. Calculation, measurement and reporting of the lux values shall be undertaken on the pitch using 96 measurement points in a grid format and at an equal distance from each other on each axis. K.146.At each of the 96 measurement points referred to in Rule K.145, five measurements shall be taken at one metre above the pitch and in the following five directions: K.146.1. one measurement shall on the horizontal plane at each reference point as shown in the pitch lighting grid set out below; K.146.2. when necessary, one measurement shall be taken towards the main camera on the Television Gantry (represented at position no. 1 on Plan A of Appendix 3); and K.146.3. four measurements shall be taken in four directions. The measurements shall be taken at 0°, 90°, 180° and 270° planes as shown in the pitch lighting grid set out below.
Section K: Stadium Criteria and Broadcasters’ Requirements The certificate to be provided to the League pursuant to Rule K.154 must contain the outcome of the measurement of the lux values at each point and in each direction on the pitch in this format. As five measurements must be taken at each of the 96 points, a total of 480 measurements must be taken (or 576 if including an assessment of illuminance towards the main camera). Guidance This is especially important in the goalmouth area where it is recommended by the International Commission on Illumination that no floodlights are installed in the horizontal zone of 5º of either side of the goal line. 170 Rules: Section K K.150.Each Club’s floodlighting shall have: K.150.1.colour rendering index Re of greater than 80; K.150.2. an average colour temperature of between 5200kelvin and 6000kelvin, being the average of three measurements taken in the middle of each goal-line and on the centre spot; and K.150.3. flicker (as measured by flicker factor) of no more than 6% at any one or more of the 96 measurement points referred to in Rule K.145 when measured towards the principal camera on the Television Gantry. K.151. Each Club must have installed at or adjacent to its Stadium an alternative power source for the floodlights such that the floodlighting shall continue with a minimum average illuminance of greater than 800 lux on the horizontal plane in the event of the failure of the primary power source. K.152. Details of the alternative power source referred to in Rule K.151, the estimated time before floodlights are available again in the event of failure of the primary power source, and the lux value of the floodlights when powered by the alternative power source must be set out in the annual floodlighting report referred to in Rule K.154 and the procedure referred to in Rule K.156. K.153.Each Club shall ensure that the floodlighting installation and supporting services at its Stadium are properly designed and maintained. K.147. The 12 rows of seating nearest to the pitch (save for such rows in the stand where the Television Gantry is situated) shall be illuminated such that they have a minimum vertical illuminance perpendicular to the pitch of at least 200 lux and provide a comfortable, glare-free environment for spectators. K.148. The illuminance referred to in Rule K.147 shall be measured by measurements taken at illuminance test reference points located at 10m intervals on the tenth row of seating around the pitch. The illuminance test reference points are required in all seating areas around the perimeter of the pitch save for areas adjacent to the Television Gantry. K.149.Floodlighting shall be installed and arranged so as not to cause undue glare to Players.
Section K: Stadium Criteria and Broadcasters’ Requirements 171 K.154. In advance of each Season, the League will notify each Club whether it is required to undergo an independent assessment of its compliance with the illuminance requirements of Rules K.143 and K.146 by a Person appointed by the League or, alternatively, whether it is required to provide a certificate signed by a Chartered Electrical Engineer, a member of the Institute of Lighting Professionals or a member of the Society of Light and Lighting (in this Rule “the Signatory”) certifying: K.154.1. the floodlights have been inspected by the Signatory and in his opinion comply with Rules K.143 to K.153; K.154.2. the illuminance meter used to measure compliance with Rule K.143 was: K.154.2.1. cosine corrected; K.154.2.2. suitable for use for measuring the illuminance of floodlighting; K.154.2.3.fitted with a wide-angle receptive light sensor; and K.154.2.4. calibrated at least once in the previous 12 months (and a copy of the most recent certificate of calibration shall be attached to the certificate required to be provided in accordance with this Rule); and K.154.3. the floodlighting installation and its supporting services have been designed to an appropriate standard in compliance with these Rules and have been properly maintained. K.155. If works are undertaken at a Club’s floodlighting installation and support services after the submission of the certificate referred to in Rule K.154 then the Club must provide a further such certificate to the League within four weeks of those works being concluded. K.156. Each Club must devise, implement and make available to the League on request, an operation procedure to ensure the minimum possible level of disruption in the event of a power failure at the Stadium (as referred to in Rule K.151) or a failure in any Stadium electrical system, which complies with such guidance as issued by the League from time to time.
Section K: Stadium Criteria and Broadcasters’ Requirements 172 Rules: Section K
Clubs: Operations Section L: Fixtures 173 Arranging Fixtures L.1. The Board shall: L.1.1. determine the dates and kick-off times of all League Matches as soon as practicable prior to the commencement of each Season; and L.1.2. have the power at any time thereafter to change the date and kick-off time of a League Match, and before exercising such power the Board will consult with and take into account any representations made by the Clubs participating in the League Match in question and any other Club or Clubs which may be affected thereby. L.2.Each Club shall use its best endeavours to ensure that each League Match takes place on the date and at the time fixed for it. L.3. No fixtures shall be arranged on or on any of the six days preceding the four dates agreed between the League and The Football Association prior to each Season upon which international matches will be played. L.4. League Matches will be played on New Year’s Day unless it falls on a Thursday or Friday and F.A. Cup matches are scheduled to be played on the immediately following Saturday. L.5.All intellectual property and other rights in the League’s fixture list shall belong to the League. L.6. A Club engaged in any match played in a UEFA Club Competition on a Thursday evening and a League Match on the following Saturday may rearrange the League Match to the following Sunday, provided that: L.6.1. it gives notice to that effect to the Board and to the relevant opposing Club within 72 hours of the date of the UEFA Club Competition match being fixed (or, if the period of 72 hours expires on a day which is not a Working Day, by close of business on the first Working Day thereafter); L.6.2.there is no police objection; L.6.3. the rearrangement of the League Match does not result in the opposing Club having to play another League Match, F.A. Cup match or UEFA Club Competition match within two days of the rearranged League Match being played; and L.6.4. the kick-off time of the re-arranged League Match is the same as that of one of the League Matches (if any) which have been selected for live Transmission in the United Kingdom on that Sunday, or such other kick-off time as the Board may approve. L.7. A Club may apply to the Board for permission to rearrange any fixture so that it is played on a different date or at a different kick-off time.
Section L: Fixtures 174 Rules: Section L Arranging Other Matches L.8. A Club shall not arrange to play a friendly match during the Season: L.8.1.until the dates of League Matches for that Season have been fixed and published in accordance with Rule L.1; or L.8.2. so that it adversely affects a League Match. Other Competitions L.9. Except with the prior written approval of the Board, during the Season a Club shall not enter or play its senior men’s first team in any competition other than: L.9.1. the UEFA Champions League; L.9.2. the UEFA Europa League; L.9.3.the F.A. Cup; L.9.4. the F.A. Community Shield; L.9.5. the Football League Cup; or L.9.6. competitions sanctioned by the County Association of which it is a member. L.10. Each Club shall enter the F.A. Cup. L.11. Qualification for UEFA Club Competitions shall be on sporting merit through domestic competitions controlled or sanctioned by The Football Association. Clubs qualifying for a UEFA Club Competition must apply for a UEFA Club Licence in accordance with the Licensing Manual. Postponement of League Matches L.12. A League Match shall not be postponed or abandoned except: L.12.1. when on the date fixed for it to be played either the Home Club or the Visiting Club is competing in a competition permitted by Rules L.9.1, L.9.2, and L.9.3; L.12.2. with the approval of or on the instructions of the officiating referee; L.12.3. by order of the police; L.12.4. by order of any other authority exercising its statutory powers to that effect; or L.12.5. on the instructions of or with the prior written consent of the Board. L.13. Where it is proposed to postpone a League Match pursuant to Rule L.12.4 on the grounds of safety, the appropriate Official of the Home Club shall: L.13.1. complete and make available on request to the League all relevant risk assessment documentation; and L.13.2. time permitting, consult with the officiating referee, the police and the chairman of the Club’s safety advisory group and ensure that the match delegate appointed to attend the League Match pursuant to Rule L.17 is fully briefed as to the reasons for the postponement.
Section L: Fixtures Guıdance Clubs are reminded of their obligation pursuant to Rule L.2 to use their best endeavours to ensure that all League Matches take place on the date and at the kick-off time fixed for them. Pursuant to this, Clubs are expected to do all they can to address any concerns raised by a statutory authority. 175 Failure to Play a League Match L.15. Except in the case of a League Match which, without either of the participating Clubs being at fault, is postponed or abandoned under the provisions of Rule L.12, any Club which causes the postponement or abandonment of a League Match on the date fixed under Rule L.1 or to which it is rearranged under Rules L.1.2, L.6 or L.7 will be in breach of these Rules. Replaying a League Match L.16. The Board shall have power to order that a League Match be replayed provided that a recommendation to that effect has been made by a Commission in exercise of its powers under Rule W.55. Match Delegate L.17. The League will appoint a match delegate to attend each League Match and the Home Club shall ensure that he is allocated a prime seat and allowed access to all areas of the Stadium. L.18. The match delegate will act as an official representative of the League at the League Match to which he is appointed and he will report thereon to the League. Full Strength Teams L.19. In every League Match each participating Club shall field a full strength team. Minimum Age L.20. A Player who for the purpose of Youth Development Rule 2 is placed in an age group below Under 16 shall not be named in a Club’s team sheet for or participate in a League Match. Team Sheet and Pre-Match Briefing L.21. At least 75 minutes before the time fixed for the kick-off of a League Match, a representative of each participating Club shall submit a team sheet by such method as approved by the Board containing the following particulars: L.14. Upon a League Match being postponed or abandoned in accordance with Rules L.12.1, L.12.2, L.12.3, or L.12.4 the Home Club shall forthwith inform the Board, and the Board will thereupon exercise its power under Rule L.1.2 and fix a date and kick-off time of the re-arranged League Match.
Section L: Fixtures 176 Rules: Section L L.21.1. the shirt numbers and names of its Players (including substitute Players) who are to take part in that League Match; L.21.2. the colour of the Strip to be worn by its Players, including the goalkeeper; and L.21.3. the names and job titles of up to seven Officials who will occupy the trainer’s bench during that League Match. L.22. At least 60 minutes before the time fixed for the kick-off of a League Match, a senior member of the coaching staff and the first team captain of each participating Club shall attend a briefing with the referee. L.23. Any Club acting in breach of either Rule L.21 or Rule L.22 will pay a fixed penalty of £2,500 in respect of a first such breach, £5,000 in respect of a second such breach during a Season and £10,000 in respect of a third such breach during a Season. Any subsequent breach shall be dealt with under the provisions of Section W of these Rules (Disciplinary). L.24. If any Player (or substitute Player) named on a team sheet is injured or otherwise incapacitated after the submission of the team sheet but before kick-off, upon his Team Doctor or, if he is unavailable, another doctor certifying that the injury or incapacitation is such that the Player in question cannot reasonably be expected to play, the Club may add the name of another Player to the team sheet as a Player or substitute Player. L.25. Any amendment to the team sheet pursuant to Rule L.24 shall be communicated forthwith to the referee, the opposing Club and the Match Manager. L.26. No Player whose name does not appear on his Club’s team sheet shall take the field of play in that League Match. Substitute Players L.27. In any League Match a Club may include in its team sheet up to seven substitute Players of whom not more than three may take part in the League Match subject to the conditions set out in Law 3 of the Laws of the Game. L.28. Not more than three substitute Players of each Club shall warm up at the same time on the perimeter of a pitch upon which a League Match is being played. Kick-Off L.29. Each Club participating in a League Match shall adhere to the kick-off time and the Home Club shall report any delay to the Board together with any explanation therefor.
Section L: Fixtures 177 L.30. Any Club which without good reason causes to be delayed either the kick-off of a League Match from the time fixed or the re-start after the half-time interval: L.30.1. shall in respect of its first breach pay a fixed penalty of £5,000 if the delay does not exceed 15 minutes; and L.30.2. where its breach is the second or subsequent such breach in the preceding two years, or if in any case the delay exceeds 15 minutes, be dealt with under the provisions of Section W of these Rules (Disciplinary). Countdown to Kick-Off L.31. Each Club participating in a League Match must comply with the terms of the relevant Countdown to Kick-Off. Use of Official Ball L.32. In all League Matches the Home Club shall provide and the participating Clubs shall use only the official ball approved from time to time by the League. Occupation of the Technical Area L.33. The technical area shall be occupied during a League Match only by substitute Players and Officials whose names appear on the team sheet. Only Officials whose names appear on the team sheet and who are situated in the technical area may communicate instructions to Players during a League Match. L.34. Any Player who is dismissed from the field of play shall proceed immediately to the dressing room and shall not occupy the technical area. Duration of League Matches L.35. Subject to the provisions of Law 7 of the Laws of the Game and Rule L.36, the duration of a League Match shall be 90 minutes. L.36. The Board may order a League Match which for whatever reason lasts for less than 90 minutes to count as a completed fixture or to be replayed either partially or in its entirety. L.37. The half-time interval in League Matches shall be 15 minutes. Gate Statements L.38. Within 10 Working Days of a League Match the Home Club shall submit Form 10 to the Board duly completed. Penalties L.39. Any Club acting in breach of Rule L.31 will pay a fixed penalty of £2,500 in respect of a first such breach, £5,000 in respect of a second such breach during a Season and £10,000 in respect of a third such breach during a Season. Any subsequent breach shall be dealt with under the provisions of Section W of these Rules (Disciplinary).
Section L: Fixtures 178 Rules: Section L Compensation for Postponed Matches L.40. Compensation shall be payable to a Home Club if a League Match in which it should participate is postponed, provided that: L.40.1. the postponement is caused by the Visiting Club on the date fixed for the League Match or on a date reasonably proximate thereto being engaged in an F.A. Cup match or a Football League Cup match; and L.40.2. on the date fixed for the League Match the Home Club is no longer engaged in the relevant competition. L.41. In the case of a postponement caused by an F.A. Cup match compensation shall be paid out of the F.A. Cup pool and in the case of a Football League Cup match out of the Football League Cup pool or in either case as the Board shall determine. L.42. In either case the amount of compensation shall be the sum (if any) by which the Home Club’s net revenue from the postponed League Match falls short of the Home Club’s average net revenue for League Matches played in that Season. Provision of Hospitality for Officials L.43. Each Home Club shall provide hospitality arrangements for the Directors and other Officials of the Visiting Club.
Clubs: Operations Section M: Players’ Identification and Strip 179 Player Identification M.1.Before the commencement of each Season each Club shall allocate a different shirt number to each member of its first team squad. M.2.A Club shall likewise allocate a shirt number to any Player joining its first team squad during the Season. M.3.Save with the prior written consent of the Board shirt numbers shall commence with the number one and shall be allocated consecutively. M.4.While he remains with the Club a Player will retain his shirt number throughout the Season for which it was allocated. M.5.Upon a Player leaving a Club the shirt number allocated to him may be re-allocated. M.6. Each Club shall forthwith provide to the Board on Form 11 full details in writing of shirt numbers allocated so that throughout each Season the Board is aware of the names of members of the first team squad of each Club and the shirt numbers allocated to them. M.7. When playing in League Matches each Player shall wear a shirt on the back of which shall be prominently displayed his shirt number so as to be clearly visible in accordance with guidelines laid down by the Board from time to time, and above that his surname or such other name as may be approved in writing by the Board. M.8.The Player’s shirt number shall also appear on the front of the left leg of his shorts. M.9. The size, style, colour and design of shirt numbers, lettering and the logo of the League appearing on a Player’s shirt or shorts and the material from which such numbers, lettering and logo are made shall be determined by the Board from time to time. M.10. The colour and design of the shirt and stockings worn by the goalkeeper when playing in League Matches shall be such as to distinguish him from the other Players and from Match Officials. M.11.The captain of each team appearing in a League Match shall wear an armband provided by the League indicating his status as such. M.12. Any Club acting in breach of any of Rules M.1 to M.11 inclusive will be liable to pay to the League a fixed penalty of £2,500 for a first breach, £5,000 for a second breach during a Season and £10,000 for a third breach during a Season. Any subsequent breach may be dealt under the provisions of Section W of these Rules (Disciplinary). Home and Alternative Strips M.13. Each Club shall have a home Strip and up to a maximum of two alternative Strips which shall be registered with the Board and worn by its Players in League Matches in accordance with the provisions of these Rules. M.14.Each Strip registered with the Board by a Club must differ visibly from and contrast with each other Strip registered by the Club in that Season.
Section M: Players’ Identification and Strip 180 Rules: Section M M.15. The logo of the League shall appear on the right sleeve of both home Strip and alternative Strip shirts. Where the relevant Strip does not bear a sponsor’s logo on the left sleeve of its shirt, a logo of the League shall appear on that sleeve as well. M.16.Neither the home Strip shirt nor the shirt of either of the alternative Strips shall be of a colour or design alike or similar to the outfits of Match Officials. M.17. Not later than eight weeks before the commencement of each Season, each Club shall register its Strips (each of which must be available for the Club to wear in each League Match during the Season) by submitting to the Board Form 12 together with samples of its home Strip, alternative Strip(s) and goalkeeper’s Strip complying with these Rules and a brief written description of each. The Board having entered the descriptions in a register will cause the same to be printed in the handbook of the League and on the League’s website. M.18.Each Strip submitted for registration in accordance with Rule M.17 shall have on it: M.18.1. the shirt number and name of any Player in the Club’s first team squad, displayed as required by Rule M.7; and M.18.2. any advertisement for which the approval of the Board is either sought or has already been given under the provisions of Rule M.30.1. M.19.If pursuant to Rule M.17 a Club seeks to register a Strip which does not comply with these Rules: M.19.1. the Board shall give to that Club notice in writing to that effect giving full details of the changes required to achieve compliance; and M.19.2. the Strip in question shall not be worn by that Club’s Players in a League Match until a further sample has been submitted to and approved in writing by the Board. M.20. Subject to Rule M.21, Strips of the description thus registered shall be worn throughout the Season immediately following and no changes to it shall be made except with the prior written permission of the Board. Any request for such permission must be made to the Board no less than 14 days before the League Match in which the Club concerned intends to wear the changed Strip. M.21. On the occasion of a Club’s last home or away League Match in any Season a further Strip (i.e. not one registered by the Club in accordance with Rule M.17) may be worn provided that: M.21.1. at least seven days’ prior written notice of intention to do so is given to the Board (such notice to be accompanied by a sample of the Strip intended to be worn) and the opposing Club (such notice to be accompanied by a CAD drawing of the Strip intended to be worn); and M.21.2. the alternative Strip shall be subsequently registered as the Club’s home or alternative Strip for the following Season.
Section M: Players’ Identification and Strip Guidance In respect of each League Match, the League will notify Clubs of the confirmed Strips to be worn by the Home Club and the Visiting Club (together with the uniform to be worn by the Match Officials) in the form of the Match Day Information Sheet. For the avoidance of doubt, pursuant to the League’s power to resolve disputes arising between Clubs regarding Strips, the League may (if necessary) require one or both Clubs to wear different shirts and/or shorts and/or socks from more than one of their respective registered Strips to ensure sufficient contrast, as required by Rule M.22. Further, Clubs should be aware that, pursuant to Rule N.6.10, the Match referee is empowered, where there is a clash between the Strip(s) or one or more Clubs participating in a League Match and the ballboys and/or stewards on duty at the League Match, to require that the ballboys and/or stewards change their uniform(s) to remove the clash. Clubs are required to bear this in mind when selecting Strips. 181 M.26.In the event of a dispute arising on the day of a League Match in relation to the Strip to be worn then the referee’s decision shall be final. M.27. Subject to Rule M.21, no Club shall participate in a League Match wearing a Strip other than its registered home Strip or alternative Strip or a combination of the same (in either case as instructed under Rule M.25 or Rule M.26) except with the prior written consent of the Board. M.22. Subject to Rules M.21 and M.23, when playing in League Matches the Players of each participating Club shall wear a Strip which is of a sufficient contrast that Match Officials, spectators and television viewers will be able to distinguish clearly between the two teams. In selecting the choice of Strip the following order of precedence shall apply unless authorised by the Board: M.22.1. 1st priority: the outfield players of the Home Club who shall wear their home Strip; M.22.2. 2nd priority: the outfield players of the Visiting Club; M.22.3. 3rd priority: the Home Club goalkeeper; and M.22.4. 4th priority: the Visiting Club goalkeeper. M.23. The Match Officials shall wear colours that distinguish them from the Strip worn by the two Clubs. In the event of the Match Officials not having distinguishing colours then the Visiting Club goalkeeper must change and if this is not possible the Home Club goalkeeper must do so. M.24. At least 10 days prior to each League Match the Visiting Club shall notify the Home Club and the League (by such means as advised by the Board from time to time) of the Strip it intends its Players (including for the avoidance of doubt its goalkeeper) to wear. M.25. The League, in consultation with PGMOL acting on behalf of the referee, will determine any disputes arising between Clubs and no later than three working days prior to each League Match notify both Clubs and the Match Officials of the colours to be worn.
Section M: Players’ Identification and Strip 182 Rules: Section M M.28. Each Club shall ensure that it has available at each League Match a replacement Strip for each Player named on the team sheet which can be used in the event of a Player requiring to change any part of his Strip. Each Player’s replacement Strip shall comply with Rules M.7 and M.8. M.29. When participating in a League Match no Player shall reveal undergarments that show political, religious or personal slogans, statements or images, or advertising other than a manufacturer’s logo. The Board may proceed under Section W against either the Player or his Club or both for any breach of this Rule. Strip Advertising M.30.Provided that: M.30.1. the content, design and area of the advertisement is approved by the Board; and M.30.2. it complies with The Football Association Rules for the time being in force, advertising on Strips shall be permitted.
Clubs: Operations Section N: Match Officials 183 Appointment of Match Officials N.1. Prior to the commencement of each Season, PGMOL will compile and publish a list of Match Officials eligible to be appointed to officiate at League Matches during that Season. N.2.PGMOL shall be empowered to remove the name of any Match Official from its list at any time. N.3. PGMOL will appoint the Match Officials to officiate at each League Match. PGMOL will give notice of such appointment to the participating Clubs and to the Match Officials so appointed who shall each forthwith acknowledge their appointment to PGMOL. Rules Binding on Match Officials N.4. Acknowledgement by a Match Official of an appointment made under Rule N.3 shall constitute an agreement with the League by such Match Official to be bound by and to comply with: N.4.1.the Laws of the Game (and any protocols issued by the International Football Association Board); N.4.2.The Football Association Rules; and N.4.3.these Rules. Payments to Match Officials N.5.No Club or Official shall either directly or indirectly make or offer to make any payment to or confer or offer to confer any benefit upon any Match Official. Pre-Match Procedures N.6.Prior to the commencement of a League Match at which he has been appointed to officiate, the referee shall: N.6.1.together with the other appointed Match Officials, arrive at the Stadium not less than two hours before the advertised time of kick-off; N.6.2.decide on the fitness of the pitch for the playing of the League Match and: N.6.2.1. if the referee considers it to be unfit, instruct that the League Match be postponed or that the kick-off be delayed; and N.6.2.2. if the referee considers it to be necessary, instruct that the pitch be re-marked; N.6.3.receive the team sheets of the participating Clubs in accordance with Rule L.21; N.6.4.permit the amendment of a team sheet if a Player is injured or otherwise incapacitated as provided in Rule L.24; N.6.5.attend the briefing referred to at Rule L.22; N.6.6.check and approve any football to be used in the League Match; N.6.7.ensure that, if appropriate, the Home Club has made a coloured ball available;
Section N: Match Officials 184 Rules: Section N N.6.8. wear one of the match uniforms provided by PGMOL ensuring that it does not clash with the Strip worn by either of the participating teams; N.6.9. ensure that the Players’ Strip complies with the provisions of Section M of these Rules; N.6.10. ensure that the uniform worn by any ballboy or steward does not clash with the Strip worn by either of the participating teams and if in his opinion there is such a clash, he shall be authorised to request such ballboy or steward to change his uniform or to leave the vicinity of the field of play; N.6.11. with the assistant referees, lead the participating teams onto the field of play in accordance with the provisions set out in the Countdown to Kick-Off; and N.6.12. take such other steps as may be agreed between the League and PGMOL from time to time. Compliance with Instructions N.7.Players and Officials shall comply with any lawful instruction given to them by a Match Official officiating at a League Match Post-Match Procedures N.8.The referee shall send the team sheets to and make the following reports in writing to the Board as soon as practicable after officiating at a League Match: N.8.1.on the standard of facilities for Match Officials provided by the Home Club; N.8.2.on the late arrival at the Stadium of any of the Match Officials, giving reasons therefore; N.8.3.on the condition of the pitch; N.8.4.on the circumstances surrounding the kick-off or re-start being delayed; N.8.5.on either team commencing the League Match with less than a full complement of Players; N.8.6.on any change of Strip ordered; N.8.7.on the failure of a team to process together onto the field of play in accordance with the provisions set out in the Countdown to Kick-Off; N.8.8.on any breach of Rule L.33 by either Club; N.8.9.on any Player being cautioned or sent-off; N.8.10. on either assistant referee taking over as referee and stating the reason therefore; N.8.11. on any breach of these Rules by Clubs, Players, Officials, Managers and other Match Officials; and N.8.12. any other matter which the referee considers appropriate to bring to the Board’s attention. N.9.A referee shall likewise report to The Football Association any breach of The Football Association Rules.
Clubs: Operations Section O: Medical Guidance The FA has developed a number of new courses to replace the previously required qualifications: • • • • Advanced Trauma Medical Management in Football (“ATMMiF”) replaces the AREA; Introduction to First Aid in Football (“IFAiF”) replaces EA; Emergency First Aid in Football (“EFAiF”) replaces BFAS; and Intermediate Trauma Medical Management in Football (“ITMMiF”) replaces IFAS. Where an individual is required by these Rules to hold one of the new qualifications referred to above, it will be acceptable to hold the previous qualification referred to until that qualification has expired, at which point the new qualification will be required. 185 Team Doctor and Medical Coordinator O.4.Each Club shall appoint at least one Team Doctor and at least one Medical Coordinator (who must be a doctor). O.5.Each doctor appointed by a Club whose responsibilities include giving medical treatment to Players must: O.5.1.hold a current ATMMiF; O.5.2.comply with any guidance issued by the Board in respect of the identification and notification of concussive injuries; and O.5.3.comply with the General Medical Council’s requirements concerning annual appraisal, scope of practice, indemnity and revalidation of doctors. O.6.The Team Doctor must hold a diploma in sports medicine or an equivalent or higher professional qualification. Doctors – General O.1. Nothing in this Section O or elsewhere in these Rules replaces, reduces or affects in any way the obligations imposed on Clubs by statute and/or common law in the fields of medicine, occupational health and/or health and safety. O.2. Each Club’s Team Doctor, Crowd Doctor and Medical Coordinator, and any other doctor appointed by the Club, shall be a registered medical practitioner licensed to practice by the General Medical Council. O.3. References in these Rules to a requirement to hold a current Football Association Advanced Trauma Medical Management in Football qualification (“ATMMiF”) shall mean that the individual concerned shall: O.3.1. have successfully undertaken the full ATMMiF course (or an equivalent course that is recognised and approved by: (a) the Faculty of Pre-Hospital Care as equivalent to the AREA Certificate; and (b) the Board) in the preceding 36 months; and O.3.2. have successfully undertaken the ATMMiF refresher course (or an equivalent course recognised and approved by the Board) in the preceding 16 months (unless he successfully undertook the full ATMMiF course or an equivalent course recognised and approved by the Board within that period).
Section O: Medical 186 Rules: Section O O.7.In respect of each League Match, the Medical Coordinator of the Home Club shall: O.7.1.complete and sign the Match Day Medical Requirements Form and provide it to the Match Manager in advance of each League Match; O.7.2. liaise with the Visiting Club’s Team Doctor prior to each League Match in order to explain to him the Home Club’s arrangements for emergency care; O.7.3. on the day of the League Match, be available to deal with any queries of the Visiting Club’s Team Doctor and ensure that the latter is given the opportunity to familiarise himself with the Home Club’s medical facilities and to meet the paramedics present at the League Match pursuant to Rule O.19.4; O.7.4.at the request of either Team Doctor: O.7.4.1. assist with the treatment of injuries; O.7.4.2. care for and monitor any Player or Match Official who has left the field of play; O.7.4.3. assist with the identification and assessment of concussive injuries, whether through the use of pitch-side video technology or otherwise; and O.7.4.4. act as the lead point of liaison and co-ordination for all Players or Match Officials referred to hospital, including by liaising with the hospital and establishing contact with local ambulances and hospital emergency departments. O.8.In advance of each League Match, the Team Doctor of the Home Club shall complete and sign the Mandatory Medical Equipment Form and retain it for his records. Crowd Doctor O.9.Each Club shall appoint at least one Crowd Doctor. O.10.A Crowd Doctor shall either: O.10.1. hold the Diploma in Immediate Medical Care issued by the Royal College of Surgeons (Edinburgh) Faculty of Pre-Hospital Care (“Faculty”) or its equivalent; or O.10.2. have successfully undertaken the Faculty’s ‘Generic Crowd Doctor Training’ course or its equivalent. O.11.Each Crowd Doctor shall successfully undertake the Faculty’s ‘Generic Refresher and Skills Update Course’ at least once every five years. Physiotherapists O.12.Each Club shall employ a full time senior physiotherapist. O.13.The senior physiotherapist shall: O.13.1. be a registered physiotherapist member of the Health and Care Professions Council; and O.13.2. hold a current ATMMiF.
Section O: Medical 187 O.14.Any other physiotherapist employed by a Club shall: O.14.1. be a registered physiotherapist member of the Health and Care Professions Council; and O.14.2. (where the duties of the physiotherapist concerned include being present in the technical area during League Matches in accordance with Rule L.33) hold a current ATMMiF. O.15. Any other sports therapist employed by a Club (where the duties of the therapist concerned include being present in the technical area during League Matches in accordance with Rule L.33) shall hold a current ATMMiF. Medical and Safety Action Plan O.16.Each Club shall prepare and make available to the League on request a Medical and Safety Action Plan, which shall: O.16.1. set out protocols for the assessment of risk and management of injuries to its employees in all areas of its business; O.16.2. set out protocols detailing the management of injuries to Players and Match Officials sustained during League Matches, other matches in which the Club participates and training (including a dedicated protocol for the emergency treatment of Players and Match Officials during League Matches played at its Stadium); and O.16.3. detail all first aid facilities and medical equipment maintained by the Club in the event that treatment of such injuries is necessary. O.17.The Medical and Safety Action Plan shall be: O.17.1. drawn up under the guidance of, and be regularly reviewed and if necessary amended by, the Team Doctor in consultation with the Medical Coordinator, senior physiotherapist, the Club’s safety officer and such other Persons as the Club may consider appropriate; and O.17.2. annually reported to and approved by the Club’s board. O.18.Each Club shall ensure that: O.18.1. it manages effectively all medical issues that may arise at a League Match; and O.18.2. its first aid facilities and medical equipment are properly maintained and are in full working order. Attendance of Medical Personnel and Provision of Medical Facilities O.19.At every League Match: O.19.1. each participating Club shall procure the attendance of its Team Doctor and the Home Club shall procure the attendance of its Crowd Doctor and Medical Coordinator. The Home Club’s Team Doctor, Crowd Doctor and Medical Coordinator shall be available throughout and for a reasonable time before and after the League Match; O.19.2. each participating Club shall procure the attendance of a physiotherapist or therapist who is qualified as required by these Rules;
Section O: Medical 188 Rules: Section O O.19.3. each participating Club’s Team Doctor and physiotherapist or therapist (who shall be qualified as required by these Rules) shall occupy that Club’s trainers’ bench during the League Match; O.19.4. the Home Club shall procure the attendance of at least two fully qualified and appropriately insured paramedics who shall be available to assist with on-field medical incidents; O.19.5. no Person other than a participating Club’s Team Doctor, Medical Coordinator, physiotherapist or therapist (who shall be qualified as required by these Rules) or the paramedics referred to in Rule O.19.4 shall be permitted to treat Players or Match Officials on the field of play; O.19.6. the Home Club shall ensure that all equipment and facilities listed in the Mandatory Medical Equipment Form are available and present at the Stadium; O.19.7. the Home Club shall ensure that throughout each League Match a fully equipped, dedicated and appropriately insured ambulance suitable to carry an emergency casualty and staffed by a Person or Persons qualified to perform essential emergency care en route is available at the Stadium to transport any Player or Match Official requiring emergency treatment to hospital; and O.19.8. the Home Club shall before each League Match make available to the Visiting Club the emergency treatment protocol referred to in Rule O.16.2 and obtain the Visiting Club’s Team Doctor’s confirmation that he has received it. Concussive Injuries O.20. Each Team Doctor, physiotherapist, therapist and Medical Coordinator shall, when present at a League Match or at any other match or at training, carry the pocket concussion tool (which is set out at Appendix 4A). O.21. Any Player, whether engaged in a League Match, any other match or in training, who has sustained, or is suspected of having sustained, a concussive injury, shall not be allowed to resume playing or training (as the case may be) that same day. Furthermore, he shall not be allowed to return to playing in matches or participating in training thereafter unless he has been examined and declared fit to do so by his Team Doctor or, if he is unavailable, by another medical practitioner. In such circumstances, the welfare of the Player is paramount and the decision of the Team Doctor or other medical practitioner as to whether the Player is fit to resume playing or training shall be final. Medical Records O.22. Each Club shall carry out medical examinations on all its Contract Players and Academy Players registered on Scholarship Agreements (as defined in the Youth Development Rules) in accordance with the requirements laid down in Appendix 4 and keep medical records that comply with General Medical Council requirements.
Section O: Medical 189 O.23. Where the transfer (including the Temporary Transfer) of the registration of a Contract Player is being negotiated between Clubs, the Club holding the registration shall, at the request of the other Club, and provided that the consent of the Contract Player has been obtained, provide to it the medical records of the Contract Player in question (including for the avoidance of doubt any records which the Club holds of the cardiac screening and/or concussion history of the Player). Medical Insurance O.24. During such time as there shall remain in force an agreement between the League and the Professional Footballers’ Association for the subsidising of Player insurance schemes, each Club shall cause each of its Contract Players and those of its Academy Players with whom it has entered into a Scholarship Agreement (as defined in the Youth Development Rules) to be insured under and in accordance with the terms of any private medical insurance scheme approved by the Board. In the case of such Academy Players such insurance may be limited to football related injuries.
Section O: Medical 190 Rules: Section O
Clubs: Operations Section P: Managers 191 Codes of Conduct P.1. Managers shall conduct themselves in accordance with the Code of Conduct for Managers set out in Appendix 5. P.2. Clubs shall conduct themselves in relation to Managers in accordance with the Code of Conduct for Clubs set out in Appendix 6. P.3. Any failure by Managers or Clubs to conduct themselves in accordance with their respective Codes of Conduct will constitute a breach of this Rule. Coaching Qualifications P.4. Each Manager shall either: P.4.1. hold, or have commenced and be actively engaged on the requisite course to obtain, a valid UEFA Pro Licence; or P.4.2. hold the Football Association Coaching Diploma; or P.4.3. hold, or have commenced and be actively engaged on the requisite course to obtain, a valid diploma of a similar standard issued by another national association. P.5. No Club shall employ any Person as a Manager who does not hold a qualification listed in Rule P.4. P.6. Rules P.4. and P.5. shall not apply to Managers until the expiry of 12 weeks from the date of their appointment as such. The Board shall have power to grant an extension of the 12 weeks period only if reasonably satisfied that a Manager is acting as a temporary replacement for another who is medically unfit to resume his duties. Contracts of Employment and Submission to the Board P.7. The terms of a Manager’s employment must be evidenced in a written contract, a copy of which must be submitted to the Board within seven days of its coming into full force and effect. Contents of Contracts of Employment P.8. Contracts of employment between a Club and a Manager shall: P.8.1. include the standard clauses set out in Appendix 7; and P.8.2. clearly set out the circumstances in which the contract of employment may be determined by either party. Meetings Re Refereeing and Other Matters P.9. All Managers are required to attend in person an annual pre-Season meeting organised by the League or PGMOL and failure to do so (save in exceptional circumstances) shall be a breach of these Rules.
Section P: Managers 192 Rules: Section P P.10. By no later than 25 June in advance of each Season, each Club must notify the League of two dates (each of which shall be before the Club’s first League Match of the Season) on which each of its Contract Players will be available for a meeting to be attended by the League and/or PGMOL. The League will then notify the Club as soon as possible thereafter on which of the two dates provided the meeting will take place. Failure to attend this meeting (in the case of a Contract Player) or to take reasonable steps to ensure the attendance of each of its Contract Players at this meeting (in the case of a Club), save in exceptional circumstances, shall be a breach of these Rules. Broadcasters and Media P.11. Each Manager shall when requested to do so attend in person and participate in the interviews, press conferences and other activity required of Managers pursuant to Section K of these Rules and failure to do so (save in exceptional circumstances) shall be a breach of these Rules. Such interviews shall not be arranged in such a manner as to interfere with the Manager’s primary matchday responsibilities as regards team matters. Disputes P.12. Any dispute arising between the parties to a Manager’s contract with a Club shall be dealt with under the procedures set out in Section Y of these Rules (Managers’ Arbitration Tribunal). Assistant Manager/Head Coach P.13. A Club which applies for a UEFA Club Licence must, in addition to employing a Manager, employ an individual (such as an assistant manager or head coach) to assist the Manager in all football matters relating to the first team.
Clubs: Operations Section Q: Scouts 193 Registration of Scouts Q.1.The Board shall keep a register of Scouts. Q.2. Each Club upon employing or engaging a Scout shall within five days thereof apply to register him by duly completing Form 13 and submitting to the Board a copy of the document by which, in accordance with Rule J.2, the Club binds the Scout to comply with these Rules. Q.3.The Board shall register a Scout and shall notify the applicant Club to that effect upon being satisfied that: Q.3.1.the Club has complied with Rule Q.2. above; and Q.3.2.the Scout who is the subject of the application is not currently registered as the Scout of another Club. Q.4. Except during the period of five days mentioned in Rule Q.2. above, no Club shall employ a Scout who is not registered under the provisions of this Section of these Rules unless it has made an application to register him which has yet to be determined. Q.5. Upon a Club ceasing to employ or engage a registered Scout it shall within five days thereof give notice to that effect to the Board who shall thereupon remove the name of such Scout from the register. Identification of Scouts Q.6.Each Club shall issue to each of its registered Scouts a formal means of identification which shall include: Q.6.1.the name of the Club by which it is issued; Q.6.2.the signature of an Authorised Signatory of the issuing Club; Q.6.3.a photograph of the Scout; and Q.6.4.the Scout’s signature. Code of Conduct Q.7. Scouts shall conduct themselves in accordance with the Code of Conduct for Scouts set out in Appendix 8 and any failure to do so shall constitute a breach of this Rule. Each Club must ensure that its Scouts comply with the provisions of these Rules (and, where applicable, the Youth Development Rules) and Appendix 8.
Section Q: Scouts 194 Rules: Section Q
Clubs: Operations Section R: Supporter Relations 195 Supporter Liaison Officer R.1. Each Club shall employ one or more appropriately senior Official(s) whose responsibilities shall include: R.1.1. the delivery of the Club’s policies regarding its supporters; R.1.2. ensuring that there is a regular point of contact within the Club for the Club’s supporters; and R.1.3. liaising regularly with the Club’s management (including on safety and security related issues as they affect supporters). Policies R.2. Each Club shall devise, document and publish: (a) a policy (or policies) with regard to ticketing, merchandise and relations with its supporters, season ticket holders and others having an interest in the activities of the Club (together in this Section of these Rules referred to as “Stakeholders”); and (b) a disability access statement. A copy of all such documents must be provided to the League before the start of the Season. R.3.A Club’s policy with regard to its Stakeholders should: R.3.1. provide for consultation with them on a structured and regular basis through forums, questionnaires and focus groups and by the publication of current policies on major issues in an easily digested format; and R.3.2. promote supporter and community liaison and provide for the establishment of liaison structures where none exist. Disability Access Officer R.4. Each Club shall employ one or more appropriately senior Official(s) whose responsibilities shall include: R.4.1. ensuring the provision by the Club of safe, inclusive, accessible facilities and services for disabled supporters; and R.4.2. liaising regularly with the Club’s management (including on issues related to disability access). Reporting R.5. Each Club shall notify the League on request of how each of its said policies has been implemented and the extent to which each has been achieved. Ticketing R.6.A Club’s ticketing policy should: R.6.1. provide general information to the public about ticket availability and pricing, giving the earliest possible notice of any changes and the reasons therefore; R.6.2. aim to promote greater accessibility by the adoption of flexible and imaginative ticketing schemes;
Section R: Supporter Relations Guidance It is recognised that Clubs may categorise disabled spectator accommodation in different ways. However, to ensure compliance with Rule R.9.2, it is expected that, at a minimum, the 10 per cent. allocation referred to should include 10 per cent. of the Home Club’s wheelchair accommodation and 10 per cent. of the Home Club’s ambulant disabled seating. 196 Rules: Section R R.6.3. facilitate wider access to League Matches by the public by allowing for a broad range of ticket prices, the more expensive effectively subsidising the cheapest; R.6.4. allow for a reasonable reduction in the price of tickets for seats with a restricted view of the goalmouth; R.6.5. adopt a system of concessionary ticket prices tailored to the needs of the local community; R.6.6. give details in an online format and/or other appropriate means of the availability of seating for disabled spectators and their personal assistants and the pricing policy in relation thereto; R.6.7. set out particulars of any membership, loyalty, bond, debenture or similar scheme; R.6.8. make available a method of payment for season tickets by instalments at competitive rates of interest; R.6.9. promote the availability of tickets by reserving a reasonable proportion (at least five per cent.) of them for sale to non-season ticket holders; R.6.10. deal with the return and distribution of unwanted tickets; R.6.11. include the following provisions in respect of abandoned League Matches: R.6.11.1. abandonment after spectators admitted to the Stadium but before kick-off - free admission to the rearranged League Match; R.6.11.2. abandonment after kick-off - half price admission to the rearranged League Match; and R.6.12. refer to the obligations set out in Rules R.7 to R.12, below. R.7. Each Club shall provide an area of its Stadium for the exclusive use of family groups and junior supporters. R.8. Concessionary ticket prices must be made available by each Club for: R.8.1. senior citizens; and R.8.2. junior supporters. R.9.Unless otherwise agreed by the Board or between the Clubs, and subject to Rule R.10, at each League Match, the Home Club shall make available to the Visiting Club: R.9.1. 3,000 tickets or, if the capacity of the Home Club’s Stadium is less than 30,000, such number of tickets as is equal to 10 per cent. of its Stadium capacity; and (whether or not that allocation is taken up) R.9.2.tickets for a minimum of 10 per cent. of the Home Club’s disabled spectator accommodation.
Section R: Supporter Relations 197 R.10. The tickets referred to in Rule R.9 must: R.10.1. be made available to the Visiting Club in blocks corresponding to the blocks of seating (“Seating Blocks”) in the area of the Home Club’s Stadium for supporters of the Visiting Club, such Seating Blocks to be designated by reference to the points at which segregation of supporters of the Home and Visiting Clubs can occur (and, for the avoidance of doubt, there shall be no maximum or minimum number of seats in a Seating Block and any question as to the size of a Seating Block or the location of a segregation point shall be determined by the Board); R.10.2. be allocated so as to ensure that supporters of the Visiting Club are located in one or more segregated, self-contained area(s) of the Stadium; and R.10.3. (subject to the approval of the relevant local authority) be allocated so as to ensure that, at a minimum, one Seating Block in which supporters of the Visiting Club will be located is situated ‘pitch-side’ (ie, the front row of such Seating Block is the row closest to the pitch in the relevant stand that is available for general admission). R.11. The Visiting Club: R.11.1. may order and sell tickets on a sequential Seating Block by Seating Block basis (the sequence of release of Seating Blocks to the Visiting Club to be determined by the Home Club); R.11.2. must confirm its final order of tickets (subject to the conditions set out in Rule R.12) at least four weeks before the League Match to which they relate; and R.11.3. shall pay for the entirety of the tickets so ordered save that it may return (and not pay for) any unsold tickets in the final Seating Block for which it ordered tickets if it has sold 50% of the tickets in that Seating Block. R.12.Unless otherwise agreed, the provision by a Home Club of tickets for sale by a Visiting Club shall be conditional upon: R.12.1. the Visiting Club making the tickets available for purchase by the later of either three working days after receipt from the Home Club or the date that is four weeks before the date of the fixture; R.12.2. any unsold tickets being returned by the Visiting Club to the Home Club not later than 10 days before the date fixed for the League Match to which they relate; R.12.3. the proceeds of tickets sold and the value (to be pro-rated to the number of adult and concessionary tickets actually sold by the Visiting Club) of any unsold tickets not returned as aforesaid being paid by the Visiting Club to the Home Club within four days of the League Match taking place; and R.12.4. the Visiting Club paying to the Home Club daily interest at the rate of five per cent. per annum over the base rate for the time being of Barclays Bank Plc on any amount not paid in accordance with Rule R.12.3.
Section R: Supporter Relations 198 Rules: Section R R.13. Each Club shall submit to the League details of its season ticket prices and ticket prices for individual League Matches no later than 48 hours before announcing the same publicly (and, in any event, before the start of each Season). Merchandise R.14. A Club’s merchandising policy should: R.14.1. allow for market research to be undertaken with regard to the frequency of Strip changes and to their design; R.14.2. identify the intervals at which Strip changes are intended to take place and the date of the next intended change; R.14.3.provide for swing tickets attached to replica Strip to state its launch date; and R.14.4. refer to the effect on the consumer of the obligations set out in Rules R.16 to R.19 below. R.15. Any numbers, lettering, badges and logos appearing on replica Strip shall be of the same style, colour and design as those appearing on Players’ Strip currently registered as required by Rule M.17. R.16. In any future contract to license a manufacturer to produce for retail sale replica Strip, each Club shall include the standard clauses set out in Appendix 9. R.17. Upon a Promoted Club becoming a member of the League in accordance with the provisions of Rule B.5, it shall give notice to any manufacturer licensed to manufacture and distribute its replica Strip in the terms set out in Appendix 10 and request such manufacturer to convey the substance of the notice to its dealers forthwith and advise them that: R.17.1. they are free to sell, advertise and display for sale replica Strip supplied by such manufacturer at whatever price they may choose; and R.17.2. they should inform the Competition and Markets Authority if they are concerned that a minimum resale price is being imposed. R.18. No Club shall cause or procure any manufacturer with which it has a licensing agreement for the manufacture of replica Strip to do any act or cause to be done anything which would constitute a breach of the standard clauses referred to in Rule R.16. R.19. Each Club shall provide the Competition and Markets Authority with such information as it may need in order to satisfy itself that Rules R.16 to R.18 above have been complied with.
Clubs: Operations Section S: Safeguarding and Mental Health 199 Clubs’ Policies and Procedures S.1. Each Club shall prepare, implement, review regularly and have reviewed by its local authority (where the local authority is prepared to do so) written policies and procedures for the safeguarding of Children and Adults at Risk. S.2. Each Club’s policies and procedures for the safeguarding of Children and Adults at Risk shall: S.2.1. be in accordance with this Section of these Rules and shall have regard to any guidance issued by the League in respect of safe event management; S.2.2. meet the Premier League Safeguarding Standards; and S.2.3. comply with any other policy or guidance published by the League from time to time. Roles and Responsibilities S.3. Each Club shall designate a Senior Safeguarding Lead, who shall take leadership responsibility for the Club’s safeguarding provision (in consultation with the Club’s Head of Safeguarding) and actively champion safeguarding at board level. The name of the Club’s Senior Safeguarding Lead shall be notified by the Club to the League in Form 14. S.4. Each Club shall designate at least one full-time member of Staff with the necessary skills and expertise as its Head of Safeguarding. The name of the Club’s Head of Safeguarding shall be notified by the Club to the League in Form 14. S.5. The Head of Safeguarding shall: S.5.1. be dedicated full-time to that role as their sole responsibility; S.5.2. where possible, report directly to (and be managed by) the Senior Safeguarding Lead; S.5.3. provide strategic leadership on safeguarding provision and issues within the Club; S.5.4. review and approve the safeguarding provision for all Activities; S.5.5. act as the first point of contact for any report or suspicion of abuse or concern relating to the welfare of a Child or Adult at Risk engaged in an Activity; S.5.6. liaise regularly with and be guided by the advice of the relevant local and statutory authorities and the League with regard to issues concerning the safeguarding of Children and Adults at Risk; S.5.7. ensure strict compliance with the Club’s policies and procedures for the safeguarding of Children and Adults at Risk; S.5.8. promote awareness within the Club of safeguarding of Children and Adults at Risk and encourage and monitor the adoption of best practice procedures in that regard;
Section S: Safeguarding And Mental Health Guidance Clubs’ attention is drawn to Youth Development Rule 204 which requires that an Academy Safeguarding Officer must be appointed to undertake the functions set out in Rule S.5.8 with regard to the Academy. 200 Rules: Section S S.5.9. report on a regular basis on the effectiveness of, and the Club’s compliance with, its policies and procedures for the safeguarding of Children and Adults at Risk to the Senior Safeguarding Lead; S.5.10. act as the lead Club Official in any investigation of an allegation of abuse of a Child or Adult at Risk; S.5.11. maintain the safeguarding of Children and Adults at Risk Staff register for each Activity in such format as approved by the League; S.5.12. be made known to all Staff, and (in any handbook or the like which the Club produces to accompany any Activity) to Children and Adults at Risk (and their Parents or carers) engaged in each Activity and be available in person or by telephone to Staff and to such Children and Adults at Risk, their Parents and carers at all reasonable times; S.5.13. provide written instructions to Staff engaged in each Activity in respect of good practice and what they are required to do if they detect any sign of abuse of Children and Adults at Risk, if they suspect such abuse is taking place or if they otherwise have concerns as to the welfare of a Child or Adult at Risk; S.5.14. provide guidance to and support for any member of Staff engaged in each Activity who reports suspected abuse of a Child or Adult at Risk or concerns as to their welfare; and S.5.15. be responsible for maintaining clear, comprehensive and up-to-date records of all allegations of abuse or poor practice (including, but not limited to, those subject to referral under S.13 and S.14), details of how such allegations are resolved and any decisions reached. S.6. The Head of Safeguarding may, in relation to a specific Activity, if appropriate, delegate any of the responsibilities listed in S.5.11 to S.5.14 to one or more other members of Staff (“Safeguarding Officer(s)”). In such circumstances, the Head of Safeguarding must supervise the work of Safeguarding Officer(s) and ensure that he/they are properly trained, and supported including, without limitation, by way of regular, minuted meetings with each Safeguarding Officer. S.7. Each Head of Safeguarding and Safeguarding Officer shall: S.7.1. be trained in all issues affecting the safeguarding of Children and Adults at Risk; S.7.2. be given a job description that properly records their responsibilities; and S.7.3. undertake in each calendar year continuing professional development training in the safeguarding of Children and Adults at Risk, approved by the League, and maintain a record thereof.
Section S: Safeguarding And Mental Health Guidance While the consent of a Parent (or carer) is not required where images or footage are taken of an Adult at Risk, as a matter of good practice, Clubs should ensure that where such images or footage are to be taken, the Adult at Risk understands the implications of the images or footage being taken, especially if the images or footage are to be used by the Club (or anyone else) for promotional purposes, or otherwise made publicly available. 201 Staff S.8. Staff shall in all dealings with and on behalf of Children and Adults at Risk do what is reasonable in the circumstances of the case for the purpose of safeguarding or promoting the safety and welfare of the relevant individual(s). S.9. Each member of Staff shall be given regular training (in a form approved by the Head of Safeguarding) in the Club’s policies and procedures for the safeguarding of Children and Adults at Risk. S.10. S.11. Each member of Staff shall be given in writing: S.10.1. the name of the Club’s Head of Safeguarding; S.10.2. descriptions of what constitutes poor safeguarding practice, abuse or unsuitable behaviour towards a Child or Adult at Risk; S.10.3. details of what he is required to do if there is any sign of poor safeguarding practice, abuse or unsuitable behaviour towards a Child or Adult at Risk or if there is a suspicion that such conduct is taking place ; and S.10.4. the League’s ‘Guidance for Safer Working Practice’. No Person shall be appointed as a member of Staff unless: S.11.1. he has completed and submitted to the Club a written application; S.11.2. a written reference has been obtained by the Club from at least two referees named in the application; S.11.3. he has applied to the DBS for Disclosure; S.11.4. his Disclosure information has been received and the Club is satisfied that he is not unsuitable to work with Children and Adults at Risk; and S.11.5. his particulars have been entered in the Staff register referred to at Rule S.5.11. Parental Consent S.12. The written consent of a Child’s Parent shall be obtained: S.12.1. before the Child participates in an Activity (by the Parent completing and returning to the Head of Safeguarding a written parental consent form); and S.12.2. if the Child is under the age of 16, before any images or footage of him are taken or used for any purpose whatsoever.
Section S: Safeguarding And Mental Health 202 Rules: Section S Notification of Referrals to External Agencies and Football Authorities S.13. On making any referral of an allegation or incident of suspected abuse of or unsuitable behaviour towards a Child or Adult at Risk to any external agency (including, without limitation, the police, the local authority, the Charity Commission, the Care Quality Commission, Ofsted or the DBS), the Head of Safeguarding or other Official making the referral shall notify the Senior Safeguarding Lead in writing and ensure that the Senior Safeguarding Lead is kept fully appraised of the progress of the referral and any subsequent investigation or action. S.14. The Club shall notify the League and The Football Association (through the submission of the Affiliated Football Safeguarding Referral Form) of, and give the League and The Football Association such further information as they may require in respect of: S.14.1. any allegation received by the Club regarding the abuse of, or unsuitable behaviour towards, a Child or Adult at Risk by any current, prospective or former employee, volunteer or consultant of the Club or any affiliated community organisation or foundation (an “Associated Person”), whether or not the evidence relates to: (a) conduct by a member of Staff in the performance of his duties as a member of Staff; or (b) a non-recent or recent allegation; S.14.2. a third (or subsequent) incident or allegation of ‘poor practice’ (as defined in Affiliated Football’s Safeguarding Procedures), whether similar in nature or otherwise, in relation to a Child or Adult at Risk involving the same Associated Person; S.14.3. any referral it has made to any external agency (as described in Rule S.13); and S.14.4. any allegation of abuse of a Child or Adult at Risk committed by an Academy Player (as defined in the Youth Development Rules) or a participant in any activity organised by a Club’s affiliated community organisation or foundation; and S.14.5. any investigation by such an external agency into suspected abuse of or ‘unsuitable behaviour’ towards a Child or Adult at Risk involved in an Activity of which the Club becomes aware, whether such investigation results from a referral made pursuant to Rule S.14.1 or otherwise, in each case, as soon as reasonably practicable, and in any event within 24 hours of the relevant evidence, incident or investigation being referred to the external agency (where such a referral is made). Monitoring S.15. Each Club will permit the League to conduct at least three monitoring visits each Season to ensure compliance with this Section of these Rules, which will be attended by a Person appointed for this purpose by the League. Each Club shall ensure that each such Person is given access to all records kept in accordance with the requirements of this Section of these Rules and is able to meet Staff, Parents, Children, Academy Players, Adults at Risk and their carers.
Section S: Safeguarding And Mental Health 203 S.16. Such Person shall: S.16.1. give written feedback to the Club concerned on each monitoring visit made and, if appropriate, agree with the Club an action plan setting out actions to be taken by the Club to ensure compliance with this Section of these Rules; S.16.2. report on each visit in writing to the League; and S.16.3. at the end of each Season or as soon as practicable thereafter, present to the League and the Club a written annual report on the Club’s compliance with this Section of these Rules. S.17. Where, as a result of its monitoring of Clubs in accordance with Rule S.15, receipt of a referral or notification in accordance with Rules S.13 and S.14, or otherwise, the League becomes aware of abuse of or unsuitable behaviour towards a Child or Adult at Risk by a member of Staff or otherwise holds concerns regarding a Club’s handling of a matter relating to safeguarding, it may (in its absolute discretion) conduct a case review, either on its own or in conjunction with The Football Association. Where such a case review is undertaken, the League shall be entitled to have access to all records kept in accordance with the requirements of this Section of these Rules and shall be entitled to meet Staff, Parents, Children, Adults at Risk and their carers. Following such a case review, the League may make such directions to the Club concerned and/or propose such measures be put in place by the Club as it considers necessary, which must be adopted by the Club concerned in full. Safer Recruitment S.18. The League will undertake all matters connected with the use of the Disclosure service for those Clubs not registered with the DBS. S.19. Clubs not registered with the DBS agree to be bound by any guidance or policy on the issue of safer recruitment published by the League from time to time. S.20. Each Club shall prepare, implement and review regularly a safer recruitment policy, which shall: S.20.1. be in accordance with this Section of these Rules; and S.20.2.comply in full with any guidance or policy published by the League from time to time. S.21. Each Club shall designate a member of Staff as its Lead Disclosure Officer whose name shall be notified to the League in Form 14. The Lead Disclosure Officer shall: S.21.1. act as the Club’s principal point of contact with the League on all matters connected with safer recruitment and the use of the Disclosure service; S.21.2. liaise regularly with and be guided by the advice of the League on all matters concerning safer recruitment procedures and the use of the Disclosure service; and S.21.3.ensure strict compliance by the Club with its safer recruitment policies.
Section S: Safeguarding And Mental Health 204 Rules: Section S Publicity S.22. Each Club shall publish in an easily accessible section of its website: S.22.1. a clear statement of the Club’s commitment to safeguarding; S.22.2.the name and contact details of the Club’s Head of Safeguarding; and S.22.3.a copy of the Club’s policies and procedures referred to at Rule S.1. Mental and Emotional Wellbeing S.23.Each Club shall ensure that: S.23.1. each Season, it makes each of its Contract Players available for a session of between 45 and 90 minutes in duration, to receive information regarding the support and resources available to promote mental and emotional wellbeing; S.23.2.it devises, implements and makes available to the League on request, a Mental and Emotional Wellbeing Action Plan; and S.23.3. designates an individual as its Mental and Emotional Wellbeing Lead, with responsibility for the Club’s mental emotional wellbeing provision and who actively champions mental and emotional wellbeing initiatives at board level.
Players – Contracts, Registrations and Transfers Section T: Players – Contracts 205 Approaches to Players T.1. A Club shall be at liberty at any time to make an approach to a Player with a view to negotiating a contract with him: T.1.1. if he is an Out of Contract Player; or T.1.2. in the case of a Contract Player, with the prior written consent of the Club (or club) to which he is contracted. T.2. A Club shall be at liberty after the third Saturday in May in any year and before the 1 July following to make such an approach to a Contract Player: T.2.1. who will become an Out of Contract Player on that 1 July; and T.2.2. who has received no offer from his Club under Rule V.17.2; or T.2.3. who has received but has declined such offer. T.3. Any Club which by itself, by any of its Officials, by any of its Players, by its Intermediary, by any other Person on its behalf or by any other means whatsoever makes an approach either directly or indirectly to a Contract Player except as permitted by either Rule T.1.2 or Rule T.2 shall be in breach of these Rules and may be dealt with under the provisions of Section W of these Rules (Disciplinary). T.4. For the purposes of Rules T.2 and T.3, “Contract Player” shall include a player who has entered into a written contract of employment with a Football League club. Approaches by Players T.5. An Out of Contract Player, or any Person on his behalf, shall be at liberty at any time to make an approach to a Club (or club) with a view to negotiating a contract with such Club (or club). T.6. Subject to Rule T.7, a Contract Player, either by himself or by any Person on his behalf, shall not either directly or indirectly make any such approach as is referred to in Rule T.5 without having obtained the prior written consent of his Club. T.7. After the third Saturday in May in any year and before the 1 July following a Contract Player to whom Rule T.2 applies or any Person on his behalf may make such an approach as is referred to in Rule T.5. Public Statements T.8. A statement made publicly by or on behalf of a Club expressing interest in acquiring the registration of a Contract Player or by a Contract Player expressing interest in transferring his registration to another Club (or club) shall in either case be treated as an indirect approach for the purposes of Rules T.3 and T.6. Inducements T.9.Except as may be provided in a Player’s contract: T.9.1. no Club shall induce or attempt to induce a Player to sign a contract by directly or indirectly offering him or any Person connected with him or his Intermediary a benefit or payment of any description whether in cash or in kind; and
Section T: Players – Contracts 206 Rules: Section T T.9.2. no Player shall either directly or indirectly accept or cause or permit his Intermediary to accept any such offer as is described in this Rule. Form of Contract T.10. Save for any contracts entered into by a Promoted Club before it became a member of the League which are in Form 15, contracts between Clubs and Players shall be in Form 16. Length of Contract T.11. Subject to the exceptions set out below, a contract between a Club and a Player may be for any period provided that its expiry date is 30 June. The exceptions to this Rule are: T.11.1.contracts with Contract Players under the age of 18 years which must not be capable of lasting for more than three years; T.11.2.contracts no greater than one month in duration (a “Monthly Contract”); and T.11.3.Week by Week Contracts. T.12. A Player under the age of 17 years may not enter into a contract of employment with a Club and may only be registered as an Academy Player. Players’ Remuneration T.13.Full details of a Player’s remuneration including all benefits to which he is entitled whether in cash or in kind shall be set out in his contract. T.14.The terms of a contract between a Club and a Player shall be strictly adhered to. T.15. If any Club acts in breach of Rule E.21, in addition to any penalty imposed under the provisions of Section W of these Rules (Disciplinary), the Board shall have power to refuse any application by that Club to register any Player until the breach has been remedied. Signing-on Fees T.16.A Signing-on Fee may be paid only to a Contract Player whose contract: T.16.1. is for a period of not less than three months; and T.16.2.is not a Monthly Contract or a Conditional Contract or a Week by Week Contract. T.17. In the case of a contract between a Club and a Player lasting for more than one year, any Signing-on Fee shall be paid in equal annual instalments. T.18. If the registration of a Contract Player is transferred when any part of his Signing-on Fee remains unpaid, a sum equal to the unpaid balance thereof shall be paid to him forthwith by the Transferor Club unless: T.18.1. the transfer is consequent upon the Contract Player’s contract having been terminated by the Transferor Club by reason of the Contract Player’s breach of its terms and conditions;
Section T: Players – Contracts Guidance For the avoidance of doubt, a sum payable in equal weekly or monthly instalments over the duration of the first year of a Contract Player’s employment will not constitute a ‘lump sum’ for the purposes of Rule T.19. 207 Image Contracts T.20.Particulars of any Image Contract Payment in respect of the Player shall be set out in the contract with his Club. T.21. No Image Contract or other agreement entered into by a Club may vary or affect the rights and obligations set out in clause 4 of Form 16 (Standard Player’s Contract) to the extent that such rights and obligations relate to rights granted to the Premier League. Signing the Contract T.22.A contract between a Club and a Player shall be signed in each case in the presence of a witness by: T.22.1.the Player; T.22.2.the Player’s Parent if the Player is under the age of 18 years; and T.22.3.an Authorised Signatory on behalf of the Club. Reporting Fines etc. T.23. A copy of any notice terminating a Player’s contract, whether given by the Club or the Player, and any notice given by a Club imposing a fine on a Player or suspending him shall be sent forthwith by the Club to the League and to The Football Association. T.18.2. the transfer is consequent upon the Contract Player’s written request to that effect; or T.18.3. the Board, on the application of either the Transferor Club or the Contract Player, otherwise decides and either party may appeal to the Premier League Appeals Committee against the decision of the Board in this respect in accordance with the provisions of Section Z of these Rules. Lump Sum Payments T.19. Unless otherwise agreed by the Board, no lump sum payment shall be paid or payable by a Club to a Player during the first year of his employment as a Contract Player with that Club save for: T.19.1. a Signing-on Fee (which must be paid in accordance with Rules T.16 to T.18); or T.19.2. a sum paid in respect of the Player’s relocation expenses not exceeding the amount from time to time permitted by HMRC to be paid for this purpose without income tax and national insurance liability.
Section T: Players – Contracts 208 Rules: Section T Submission to Board T.24. A Club shall request each Contract Player (or if he is a minor his Parent) to complete Form 17 at the same time that he signs his first contract with the Club. If he does, the Club shall submit the completed Form 17 to the Board when it submits a copy of the contract pursuant to Rule T.25. T.25.Subject to the provisions of Rules U.17, U.19, U.21 and V.11.3, Clubs shall submit to the Board copies of all contracts with Players within five days of their execution. Mutual Termination T.26. If the parties thereto agree to terminate a Player’s contract before its expiry date they shall forthwith notify The Football Association and the Board to that effect and shall provide the Board with a copy of any compromise or other agreement recording that termination within five days of its coming into full force and effect. T.27. A Club shall be at liberty at any time to reach agreement with a Contract Player to amend the terms of his contract. If such an agreement increases the Contract Player’s remuneration then, unless the agreement is made in the Close Season, it shall be a term thereof that the Contract Player’s current contract is extended by a minimum of one year. Appeal against Termination T.28. An appeal by a Player under the provisions of clause 10.3 of Form 15 or Form 16 or by a Club under the provisions of clause 11.2 of Form 15 or Form 16 shall be commenced by notice in writing addressed to the other party to the contract and to the Board. Appeal against Disciplinary Decision T.29. An appeal by a Player under the provisions of paragraph 3.3.2 of Schedule 1, Part 1, of Form 15 or Form 16 shall be commenced by notice in writing addressed to the Club and to the Board. T.30.Appeals pursuant to Rule T.28 or Rule T.29 shall be conducted in such manner as the Board may determine. T.31.The Board may allow or dismiss any such appeal and make such other order as it thinks fit. Disputes between Clubs and Players T.32. Any dispute or difference between a Club and a Player not otherwise expressly provided for in these Rules may be referred in writing by either party to the Board for consideration and adjudication in such manner as the Board may think fit. For the purpose of this Rule only, “Player” shall include one who was formerly employed by the Club with which the dispute or difference has arisen, whether or not he has been registered to play for another Club.
Section T: Players – Contracts 209 Orders for Costs T.33.The Board shall have power to make an order for costs: T.33.1.in determining appeals under Rule T.28 or Rule T.29; T.33.2.in making an adjudication under Rule T.32; and T.33.3.if any proceedings under Rule T.28 or Rule T.29 or Rule T.32, having been commenced, are withdrawn. T.34. The Board shall have power to determine the amount of any such costs which may include, without limitation, those incurred by the League in the conduct of the proceedings. T.35.The Board shall have the power, at any time during the proceedings, to order one or several interim or final payments on account of the costs of the League. T.36.Costs ordered to be paid as aforesaid shall be recoverable: T.36.1.in the case of a Club, under the provisions of Rule E.26; or T.36.2.in any other case, as a civil debt. Appeal T.37. Within 14 days of a decision of the Board given under the provisions of either Rule T.31 or Rule T.32 either party may by notice in writing appeal against such decision to the Premier League Appeals Committee whose decision shall be final. Effect of Termination T.38.Upon the termination of a Player’s contract by a Club under the provisions of clause 10.1 of Form 15 or Form 16 becoming operative or upon the termination by a Player of his contract with his Club under the provisions of clause 11.1 of Form 15 or Form 16 becoming operative, the Club shall forthwith release the Player’s registration. T.39. Except in the case of a Retired Player to whom the provisions of Rule U.29.5 apply, upon a Player’s contract being terminated by mutual consent, his Club shall retain the Player’s registration for such period (if any) and on such terms (if any) as the parties may in writing agree. Should the Player sign for another Club (or Football League club) during that period, that Club (or Football League club) shall pay to the Club retaining the registration a Compensation Fee determined, in default of agreement, by the Professional Football Compensation Committee. Testimonial Matches T.40. Notwithstanding that it has no contractual obligation to do so, a Club in its absolute discretion and with the prior written consent of the Board may, in the case of a Player who has completed 10 or more years in its service as such, permit its Stadium to be used without charge for the purposes of a testimonial match.
Section T: Players – Contracts 210 Rules: Section T
Players – Contracts, Registrations and Transfers Section U: Players – Registrations 211 Requirement for Registration U.1. A Player shall not play for a Club in a League Match unless that Club holds his registration (which shall include, in the circumstances set out in Rules U.3 and U.12, confirmation that he is eligible to play for it) with effect from at least 75 minutes before kick-off and for League Matches to be played between the close of the Summer Transfer Window and the end of the Season either: U.1.1. his name is included on the Squad List; or U.1.2. he is an Under 21 Player. U.2.A Club shall be deemed to hold the registration of a Player upon receipt of the League’s confirmation by email to that effect. U.3. If a loan of a Player (whether by Temporary Transfer or otherwise) is cancelled by mutual consent, the Player shall not play for the Club to which he is returning unless the League has confirmed to that Club that the Player is eligible to play for it. U.4. A Club shall apply to: U.4.1. include a Player on its Squad List by submitting to the Board the requisite Form; and U.4.2. remove a Player from its Squad List by submitting to the Board the requisite Form. U.5.A Player shall be deemed to have been included or removed from a Club’s Squad List on receipt of the Board’s written confirmation. U.6.Changes to a Squad List may be made: U.6.1. during the period of a Transfer Window; or U.6.2. at other times only with the permission of the Board. U.7.Each application to register a Player shall be subject to the approval of the Board. U.8.In addition to the forms and documents specifically required by these Rules, a Club shall submit to the Board: U.8.1. any contract it proposes to enter into which gives the Club or any other party to the proposed contract any rights relating to the transfer of the registration of a player at a date in the future from or to the Club or any rights relating to the employment of the player by the Club; or U.8.2. any contract it proposes to enter into, save for a Representation Contract or an Image Contract, which gives the Club or any other party to the proposed contract the right to receive payments in respect of a Player. Any such proposed contract shall be subject to the approval of the Board. In deciding whether to give such approval the Board shall have regard to (without limitation) Rules I.4 and I.7 (regarding dual interests).
Section U: Players – Registrations 212 Rules: Section U Types of Registration U.9.There shall be four types of registration governed by this Section of these Rules, namely: U.9.1. amateur; U.9.2. contract; U.9.3. Monthly Contract; and U.9.4. temporary. U.10.The registration of Academy Players shall be governed by the Youth Development Rules. International Transfer Certificate U.11. A Player who last played (or was last registered to play) for a club affiliated to a national association other than that to which the Club which is applying to register him is affiliated shall not be registered unless the League has received written confirmation from the Club’s national association that an international transfer certificate has been issued in respect of the Player. U.12. A Player who is the subject of a loan to a Club or club affiliated to a national association other than that to which the loaning Club is affiliated may not play for the loaning Club following the termination of the loan until the League has received written confirmation from the Club’s national association that an international transfer certificate has been issued in respect of his return to his Club, and the League has confirmed to the Club in writing receipt thereof and that he is eligible to play for that Club. Eligibility to Work in the United Kingdom U.13. An application to register a Player shall be accompanied by such evidence as the League may require to demonstrate that the Player may take up employment in the United Kingdom, and the League shall not confirm that he is eligible to play for the Club applying to register him until the League has received such evidence. Registration Procedure U.14. For the purpose of this Section of these Rules the New Registration of a Player shall mean his registration at a time when no other Club (or club) holds his registration either because no previous application to register the Player has been made or because a previous registration has been cancelled or has terminated or has expired. U.15. The New Registration of an Amateur Player shall be effected by completion of and submission to the Board of Form 18 signed on behalf of the Club by an Authorised Signatory. U.16.The registration of an Amateur Player is not transferable.
Section U: Players – Registrations 213 U.17.The New Registration of a Contract Player shall be effected by completion and submission to the Board of a copy of the Player’s contract. U.18.The transfer of the registration of a Contract Player shall be effected in accordance with the provisions of Rule V.11. U.19. The New Registration of a Contract Player on a Monthly Contract basis shall be effected by completion of and submission to the Board of Football Association Form G(1), signed on behalf of the Club by an Authorised Signatory, together with a copy of the Player’s contract. U.20.The transfer of the registration of a Contract Player on a Monthly Contract basis shall be effected in accordance with the provisions of Rule V.11. U.21. A Monthly Contract registration may be extended by one month by completion of and submission to the Board of Football Association Form G(1) (Extension), signed on behalf of the Club by an Authorised Signatory, and, if any changes to it have been made, a copy of the Player’s contract. U.22.The Temporary Transfer of the registration of a Contract Player and any extension thereof shall be effected in accordance with the provisions of Rules V.6 to V.10. U.23. Subject to the provisions of Rule V.1, the deadline for receipt by the Board of all duly completed documents required by these Rules to effect the registration of a Player shall be 12 noon on the last Working Day before the date of the first League Match in which the Club making the application intends him to play, save that the international transfer certificate and evidence of eligibility to take up employment in the United Kingdom (in both cases if applicable) may be provided thereafter (but must be provided before the Player is registered by the League). U.24.A Club which transfers or cancels the registration of a Player may not apply to register that Player within a year except with the prior written consent of the Board. Multiplicity of Registrations U.25.A Player shall not apply to be registered by more than one Club (or club) at any one time and the Board shall refuse any application made in breach of this Rule. Monthly Registrations U.26. There shall be no limit to the number of times a Monthly Contract registration may be extended under Rule U.21 provided that a Club intending to apply to extend the Monthly Contract registration of a Player for a third or subsequent time shall give to the Player not less than seven days’ notice of its intention to do so. U.27.Notwithstanding the provisions of Rule V.1, a Club may apply at any time to extend a Monthly Contract registration provided it has not been allowed to expire. Termination of Registrations U.28.The registration of an Amateur Player: U.28.1. shall expire at the end of the Season in which it commenced;
Section U: Players – Registrations 214 Rules: Section U U.28.2. may be terminated before its expiry by agreement to that effect between the Club and the Player, such agreement to be notified in writing forthwith by the Club to the Board; and U.28.3. may likewise be terminated by order of the Board on the application of either the Club or the Player. U.29.Subject to the provisions of Rules T.38 and T.39, a contract registration shall terminate: U.29.1. in the case of a Contract Player, upon it being transferred in accordance with Rule V.11; U.29.2. in the case of an Out of Contract Player in respect of whom the conditions set out in Rule V.17 have been satisfied, upon a Transferee Club effecting his New Registration; U.29.3. in the case of an Out of Contract Player in respect of whom the said conditions have not been satisfied, upon the expiry of his contract; U.29.4. in the case of a Contract Player, upon his contract being terminated on the ground of his permanent incapacity; and U.29.5. in the case of a Retired Player, on the expiry of a period of 30 months commencing at the end of the Season in which he stops playing competitive football. New Registrations Requiring Consent U.30. An application for the New Registration of a Contract Player whose contract has been terminated by a Club (or club) on the ground of his permanent incapacity shall be refused unless that Club (or club) consents. U.31. An application for the New Registration of a Contract Player who has received a lump sum disability benefit under the terms of the League’s personal accident insurance scheme shall be refused unless, upon being satisfied that the circumstances of such application are exceptional, the Board consents. List of Players U.32. Except as provided in Rules U.33 and U.34, after the Winter Transfer Window in each year and on or before the following third Saturday in May each Club shall confirm to the Board: U.32.1. whether the list of Players provided to it for these purposes is complete and accurate in all material particulars; U.32.2. details of any Players who are not included in the list referred to in Rule U.32.1 but who should be so included; U.32.3. in the case of each Contract Player whose registration it holds and whose contract expires on the 30 June in that year, whether or not the Club has: U.32.3.1.offered him a new contract under the provisions of Rule V.17.2; or U.32.3.2.implemented any option provision in respect of him; and
Section U: Players – Registrations 215 U.32.4. in the case of each Academy Player whose registration it holds and with whom it has entered into a Scholarship Agreement (as defined in the Youth Development Rules), whether or not the Club has: U.32.4.1. (if the Academy Player is in the second year of his Scholarship Agreement), given him written notice, pursuant to clause 4.2 of the Scholarship Agreement, of the extension of the duration thereof by one year; and U.32.4.2. (if the Academy Player is in the second or third year of his Scholarship Agreement) given him written notice, pursuant to clause 6.7 of the Scholarship Agreement, of its intention to offer him a professional contract as a Contract Player. U.33. The date by which each Club is required by Rule U.32 to give confirmation to the Board shall be extended in the case of a Club which on the third Saturday in May in any year is still participating in the F.A. Cup, the UEFA Champions League or the UEFA Europa League or has yet to play a League Match the outcome of which could affect: U.33.1. identification of the League Champions in accordance with Rule C.11; U.33.2. identification of the Clubs to be relegated in accordance with Rule C.14; or U.33.3. qualification for a UEFA Club Competition. U.34. In the circumstances mentioned in Rule U.33, the Club shall give the Board the information required by Rule U.32 within four days of the last relevant F.A. Cup match, UEFA Champions League match, UEFA Europe League match or League Match having been played. U.35.The particulars contained in Clubs’ lists of Players shall be published by the Board by the second Saturday in June in each year. Clubs Ceasing to be Members U.36. Upon a Club (in this Rule and Rule U.37 called “the Former Member”) ceasing to be a member of the League under the provisions of Rule B.6 (other than by reason of its relegation from the League in accordance with Rule C.14), the registrations of its Players (except those held in consequence of a Temporary Transfer) shall vest in the League and thereupon the League shall be at liberty to transfer those registrations as it shall think fit and shall receive any Compensation Fees to which the Former Member would otherwise have been entitled under the provisions of Section V of these Rules (Players – Transfers of Registrations). U.37. Any Compensation Fees obtained in accordance with Rule U.36 shall belong to the League and out of them the Board shall have power to make a grant to either or both of: U.37.1.any Club to which Compensation Fees are owed by the Former Member; and U.37.2.the Former Member.
Section U: Players – Registrations 216 Rules: Section U Prohibition of Third Party Investment U.38. Unless otherwise agreed by the Board and subject to Rule U.39, a Club may only make or receive a payment or incur any liability as a result of or in connection with the proposed or actual registration (whether permanent or temporary), transfer of registration or employment by it of a Player in the following circumstances: U.38.1. by payment to a Transferor Club or receipt from a Transferee Club of a Compensation Fee, Contingent Sum, Loan Fee or sell-on fee; U.38.2. by payment of levy pursuant to Rules V.38, V.39 and V.40; U.38.3. by receipt of all or part of a Compensation Fee, Contingent Sum, Loan Fee or sell-on fee, in default of payment of it by the Transferee Club from which it is due, from: U.38.3.1. a financial institution or other guarantor; U.38.3.2. the League in accordance with the provisions of these Rules; or U.38.3.3. The Football League in accordance with the provisions of the Regulations of The Football League; U.38.4. by way of remuneration (including benefits in cash or kind and Image Contract Payments) to or for the benefit of a Contract Player whose registration it holds; U.38.5. by way of an allowance permitted by Youth Development Rule 285, to an Academy Player with whom it has entered into a Scholarship Agreement (as defined in the Youth Development Rules); U.38.6. by way of payment to an Intermediary strictly in accordance with the terms of the The FA Regulations on Working with Intermediaries; U.38.7.by payment of incidental expenses arising in respect thereof; U.38.8. by payment or receipt of training compensation or solidarity payment pursuant to the FIFA Regulations for the Status and Transfer of Players and any other levies or payments payable to or by a Club pursuant to the statutes or regulations of FIFA or any other football governing body from time to time, or otherwise properly due to or from such a governing body; U.38.9. by payment of value added tax payable in respect of any of the above payments or liabilities; and U.38.10. in the case of a Transferor Club, by assignment of its entitlement to a Compensation Fee or Loan Fee to a Financial Institution. U.39. In respect of a player whom it applies to register as a Contract Player, a Club is permitted to make a payment to buy out the interest of a Person who, not being a Club or club, nevertheless has an agreement either with the club with which the player is registered, or with the player, granting it the right to receive money from a new Club or club for which that player becomes registered. Any such payment which is not dependent on the happening of a contingent event may be made either in one lump sum or in instalments provided that all such instalments are paid on or before the expiry date of the initial contract between the Club and the player. Any such payment which is payable upon the happening of a contingent event shall be payable within seven days of the happening of that event.
Section U: Players – Registrations 217 Assignment of Entitlement to Compensation Fee or Loan Fee U.40. A Club may only assign its entitlement to a Compensation Fee or Loan Fee to a Financial Institution in accordance with Rule U.38.10 where, as a condition of such assignment, the relevant Financial Institution confirms in a written agreement with the Club that it will not further assign the entitlement to a third party without the express prior written consent of the League.
Section U: Players – Registrations 218 Rules: Section U
Players – Contracts, Registrations and Transfers Section V: Players – Transfers of Registrations Guidance The Board will confirm the two issues of: (a) the date/time on which the Summer Transfer Window will open; and (b) whether or not the Summer Transfer Window will close at a date/time other than at 17:00 on the Thursday before the commencement of the relevant Season, at the first General Meeting of the preceding Season (for example, the opening and closing time and date of the 2020 Summer Transfer Window will be determined at the first General Meeting of Season 2019/20). 219 V.3. The Winter Transfer Window in any year shall commence at midnight on 31 December or at such other date and time as the Board shall determine and shall end on 31 January next if a Working Day or, if not, on the first Working Day thereafter, at a time to be determined by the Board. V.4. Outside a Transfer Window, the Board in its absolute discretion may: V.4.1. refuse an application to register a player; or V.4.2. grant an application to register a player and, if thought fit, impose conditions by which the Club making the application and the player shall be bound. Temporary Transfers V.5. A “Temporary Transfer” shall mean the transfer of a contract registration effected in accordance with Rules V.6 to V.10. V.6. Subject to the conditions set out below, a Temporary Transfer shall be permitted: V.6.1. between Clubs; and V.6.2. between a Club and a club in membership of The Football League, the National League, the Northern Premier League, the Isthmian League and the Southern League; and V.6.3. between a Club that has its registered address in Wales and a club in membership of the Welsh Premier League. Transfer Windows V.1. “Transfer Windows” means the two periods in a year during which, subject to Rule V.4, a Club may apply for: V.1.1. the New Registration of a player; V.1.2. the registration of a player transferred to it; and V.1.3. the registration of a Temporary Transfer. V.2. The Summer Transfer Window in any year shall: V.2.1. conclude at 17:00 on the Thursday before the commencement of the relevant Season or at such other date and at such other time as the Board may determine in its discretion (which will only be exercised in the event of agreement by a simple majority of Clubs on an alternative date and time); and V.2.2. commence either: (1) at midnight on the last day of the Season; or (2) at midnight on the date 12 weeks prior to the date on which it is to conclude (in accordance with Rule V.2.1, above), whichever is the later.
Section V: Players – Transfers of Registrations Guidance For the avoidance of doubt, no Club that already has two Temporary Transfers registered at the same time may be permitted to register a further player whose permanent registration is held by a Club on a ‘sub-loan’. That is to say, if a player is loaned by a club based overseas (or to which Rules V.5 to V.7 do not otherwise apply), that player cannot then be ‘sub-loaned’ by the overseas club to another Club where that Club already has two Temporary Transfers registered at that time. 220 Rules: Section V V.7. The conditions referred to in Rule V.6 are: V.7.1. a Temporary Transfer to a Club may not take place in the Transfer Window in which the Transferor Club acquired the Player’s registration; V.7.2. during the period of the Temporary Transfer of his contract registration a Player shall not play against the Transferor Club; V.7.3. if during the period of a Temporary Transfer the Player’s registration is transferred permanently from the Transferor Club to the Transferee Club, the two Clubs may agree in writing (with such agreement copied to the League) that the Player shall not play against the Transferor Club for the remainder of the Season; V.7.4. subject to any conditions imposed by the Board in the exercise of its discretion under Rule V.4.2, the minimum period of a Temporary Transfer shall be the period between two consecutive Transfer Windows and the period of a Temporary Transfer shall not extend beyond 30 June next after it was entered into, save that the Board may, in its absolute discretion, permit a Temporary Transfer to be terminated before the commencement of the second Transfer Window (subject to such conditions as the Board deems appropriate); V.7.5. the maximum number of Temporary Transfers to any one Club registrable in the same Season shall be four and in no circumstances shall more than one be from the same Transferor Club at any one time save there shall be excluded from these numbers any Temporary Transfer of the kind described in V.7.6.1 or V.7.6.2; V.7.6. not more than two Temporary Transfers shall be registered by a Club at the same time except that there shall be excluded from that number: V.7.6.1. any Temporary Transfer which become permanent; and V.7.6.2. the Temporary Transfer of a goalkeeper which in its absolute discretion the Board may allow in circumstances it considers to be exceptional; V.7.7. a Club may transfer the registration of no more than one of its goalkeepers by way of temporary Transfer to another Club each Season, subject to any further Temporary Transfer of one of its goalkeepers pursuant to Rule V.7.6.2; and V.7.8. any other conditions agreed between the Transferor Club and the Transferee Club or, in the exercise of its discretion, imposed by the Board.
Section V: Players – Transfers of Registrations An example of the circumstances in which the Board might exercise its discretion in Rule V.7.4 is where a Player subject to a Temporary Transfer is unable to represent the Club temporarily holding his registration, due to a long-term injury. In such circumstances, the Board might approve the termination of the Temporary Transfer on the condition that the Player is prohibited from making any first team appearances at the Club with which he re-registers, during the remaining period of the original Temporary Transfer. 221 V.8. The Loan Fee payable on a Temporary Transfer shall be such sum (if any) as shall have been agreed between the Transferee Club and the Transferor Club and set out in Football Association Form H.2 or H.3 (as appropriate) or in a supplementary agreement. V.9. Any Loan Fee (including any instalments thereof) shall be paid on or before the date or dates agreed between the parties, the latest of which must be no later than 30 June immediately following the conclusion of the Season in which the Temporary Transfer expired. V.10. A Temporary Transfer shall be effected by submitting to the Board Football Association Form H.2 or Form H.3 duly completed and signed on behalf of the Club by an Authorised Signatory. Contract Players V.11.The transfer of the registration of a Contract Player shall be effected in the following manner: V.11.1. the Transferor Club and the Transferee Club shall enter into a Transfer Agreement signed on behalf of each Club by an Authorised Signatory in which shall be set out full particulars of all financial and other arrangements agreed between the Transferor Club and the Transferee Club and, except as provided below, between the Transferor Club and the Contract Player in relation to the transfer of the Contract Player’s registration whether the same are to take effect upon completion of the transfer or at any time thereafter; V.11.2. any such arrangements agreed between the Transferor Club and the Contract Player to which the Transferee Club is not privy may be omitted from the Transfer Agreement provided that they are forthwith notified in writing to the Board by the Transferor Club; V.11.3. the Transfer Agreement shall be sent by the Transferee Club to the Board together with a copy of the contract entered into between the Transferee Club and the Contract Player together with (if applicable) the evidence required by Rules U.12 and U.13; and V.11.4. the Transferee Club shall pay any Compensation Fee due to the Transferor Club under the terms of the Transfer Agreement in accordance with Rule V.29 and any levy payable under Rule V.38. V.12.All transfer arrangements in respect of Contract Players are subject to the approval of the Board.
Section V: Players – Transfers of Registrations 222 Rules: Section V V.13.The Transferee Club will hold the registration of the Contract Player upon receipt of the League’s confirmation by email to that effect. Retired Players V.14. A Club that, pursuant to Rule U.29.5, holds the registration of a Retired Player who is under the age of 24 years, shall be entitled if his registration is transferred to be paid a Compensation Fee by the Transferee Club. Out of Contract Players V.15.An Out of Contract Player may seek to be registered by any Transferee Club. V.16. Upon receiving a formal written offer to effect the New Registration of an Out of Contract Player whose registration it holds, a Club shall forthwith notify the Player and the Board in writing to that effect. V.17. Provided that the following conditions are satisfied, a Compensation Fee shall be paid to a Transferor Club by a Transferee Club upon effecting the New Registration of an Out of Contract Player: V.17.1. the Out of Contract Player in question must be under the age of 24 years as at the 30 June in the year his contract of employment with a Club has expired; V.17.2. on or before the third Saturday in May in the year in which the Player’s contract is to expire or, in the circumstances mentioned in Rule U.33, within four Working Days of the last relevant F.A. Cup match, UEFA Champions League match, UEFA Europa League match or League Match in that year having been played, the Transferor Club must send to the Player Form 19 offering him a new contract on the terms therein set out, which must be no less favourable than those in his current contract; V.17.3. any offer made on Form 19 by a Club to a Player under the provisions of Rule V.17.2 shall remain open and capable of acceptance by the Player for a period of one month from the date upon which it was sent by the Club by ordinary first class post to his usual or last known address; and V.17.4. a copy of Form 19 must be sent forthwith to the Board. V.18. Contract terms shall be deemed to be no less favourable if, disregarding any provision for a Signing-on Fee in the Player’s current contract which is stated to be a once only payment, they are at least equal in value to the most favourable terms to which the Player was or is entitled in any year of his current contract. The Player’s Options V.19.Upon receiving an offer on Form 19 a Player may either: V.19.1. accept the same within one month of its date and enter into a new contract with his Club in the terms offered; or V.19.2. decline it in writing.
Section V: Players – Transfers of Registrations 223 V.20. If the Player considers that the terms offered by his Club and set out in Form 19 are less favourable than those in his current contract, he may give notice to that effect to his Club and the Board in Form 20 and apply for a free transfer. V.21.Such application shall be determined by the Board and if it succeeds: V.21.1.the Player’s Club will not be entitled to a Compensation Fee upon a Transferee Club effecting his New Registration; and V.21.2.the Player will receive severance pay in accordance with his contract. The Club’s Options V.22.If a Club makes an offer to a Player on Form 21 and the Player declines it, upon the expiry of the Player’s contract the Club may either: V.22.1. enter into a Conditional Contract with the Player in such financial terms as may be agreed; V.22.2. enter into a Week by Week Contract with the Player; or V.22.3. if neither a Conditional Contract nor a Week by Week Contract has been entered into or a Week by Week Contract has been determined by the Club, continue to pay the Player the amount of the basic wage under his expired contract, and in any such case the Club shall be entitled to a Compensation Fee upon a Transferee Club effecting the Player’s New Registration provided he then remains under the age of 24 years and the other conditions set out in Rule V.17 have been satisfied. V.23. The financial terms of a Week by Week Contract shall be those contained in the Player’s expired contract, excluding any Signing-on Fee, except that the Player shall be entitled to receive such incentives (if any) as are payable by the Club to its Contract Players with effect from the date of his new contract. V.24. An Out of Contract Player who continues to receive from his Club the amount of his basic wage under the provisions of Rule V.22.3 shall not be entitled to play for that Club. If such Out of Contract Player unreasonably refuses an offer of employment by another Club (or club), his Club may make application to the Premier League Appeals Committee for an order that payments to the Out of Contract Player may cease without affecting his Club’s entitlement to a Compensation Fee. V.25. A Club which having continued to pay the Player the amount of his basic wage under Rule V.22.3 intends to cease making such payments shall give to the Player two weeks’ notice to that effect and upon a Transferee Club effecting the Player’s New Registration the Club shall not be entitled to a Compensation Fee. The Compensation Fee V.26. The Compensation Fee payable by a Transferee Club to a Transferor Club upon the transfer of the registration of a Contract Player to the Transferee Club shall be such sum as shall have been agreed between the Transferee Club and the Transferor Club and set out in the Transfer Agreement.
Section V: Players – Transfers of Registrations 224 Rules: Section V V.27. The Compensation Fee likewise payable in respect of an Out of Contract Player under the provisions of Rule V.17 shall be: V.27.1. such sum as shall have been agreed between the Transferee Club and the Transferor Club or in default of agreement; or V.27.2. such sum as the Professional Football Compensation Committee on the application of either Club shall determine. V.28. A Club which is a Transferor Club shall provide to any previous Club or Football League club with which a Player was registered, and which has a right to sell-on fee in respect of any transfer of that Player, full details of any Compensation Fee and Contingent Sum(s) to which it becomes entitled. The Club receiving the information shall not disclose or divulge it directly or indirectly to any third party without the prior written consent of the Transferor Club save to statutory and regulatory authorities or as may be required by law or to its auditors. Method of Payment V.29. Subject to Rules V.30 and V.35, all Compensation Fees, Loan Fees (including in both cases instalments thereof) and Contingent Sums payable to a Club or to a Football League club shall be paid (together in each case with value added tax at the then current rate) by the Transferee Club into the Compensation Fee Account by telegraphic transfer or by such other means as the Board may from time to time direct. V.30.If a Club assigns its entitlement to a Compensation Fee or Loan Fee instalment pursuant to Rule U.38.10: V.30.1. it shall procure by means of a legally enforceable agreement that monies payable by virtue of the assignment are paid into the Compensation Fee Account by the assignee; and V.30.2. it shall irrevocably and unconditionally instruct the Transferee Club to pay such monies to the assignee upon their becoming due. V.31. Subject to Rule V.37.2, forthwith upon receiving monies into the Compensation Fee Account the Board shall pay the same to the Transferor Club entitled to receive them. V.32. A Transfer Agreement shall provide that the agreed Compensation Fee together with value added tax at the then current rate shall be paid on or before the expiry date of the initial contract between the Transferee Club and the Contract Player. Compensation Fee instalments shall be paid on or before the dates set out in the Transfer Agreement (and if any such date is not a Working Day then the instalment shall be paid on the Working Day which immediately precedes that date). V.33. Where any Compensation Fee payable under the provisions of Rule V.17 is not agreed between the Transferee Club and the Transferor Club, the Transferee Club shall upon applying to register the Out of Contract Player pay into the Compensation Fee Account at least half the Compensation Fee offered to the Transferor Club and the balance shall likewise be paid as determined by the Professional Football Compensation Committee under Rule V.27.2.
Section V: Players – Transfers of Registrations 225 V.34. If the registration of a Player is further transferred before the Compensation Fee in respect of an earlier transfer is paid in full, the Transferee Club in that earlier transfer shall forthwith pay the balance of such Compensation Fee into the Compensation Fee Account, save: V.34.1. where it has received an instruction in accordance with Rule V.30.2, in which case it shall pay such balance to the assignee named in the instruction on the date or dates when it becomes due under the Transfer Agreement pursuant to which it acquired the registration of the Player; or V.34.2. where the Board expressly approves an alternative arrangement for the payment of the balance of the Compensation Fee into the Compensation Fee Account. V.35. An agreement for an International Transfer and a Transfer Agreement with a Transferor Club which is not in membership of the League or The Football League shall provide that the Compensation Fee, any instalments thereof and any Contingent Sums payable by the Transferee Club shall be paid (together with any value added tax payable in respect thereof) to The Football Association by telegraphic transfer or by such other means as the Board may from time to time direct for payment to the Transferor Club in accordance with The Football Association Rules. V.36. Upon the happening of a contingent event resulting in a Contingent Sum (including for the avoidance of doubt, contingent compensation payable pursuant to the Youth Development Rules) becoming payable: V.36.1. in the case of an International Transfer, the Transferee Club shall forthwith inform the Transferor Club in writing to that effect and shall pay such Contingent Sum by the date stipulated in the transfer agreement (which must be no later than the following 31 July) in accordance with Rule V.35; and V.36.2. in every other case, the Transferee Club shall forthwith inform the Transferor Club to that effect on Form 21 and shall pay such Contingent Sum by the date stipulated in the transfer agreement (which must be no later than the following 31 July) in accordance with Rule V.29. V.37. If any Transferee Club acts in breach of Rules V.29 or V.32 to V.36 inclusive: V.37.1. the Board shall have power to refuse any application by that Transferee Club to register any Player until any sums then payable to its Transferor Club are paid; V.37.2. the Board shall have the power set out at Rule E.29; V.37.3. the Board shall have power to impose a penalty in accordance with the tariff of applicable penalties which it shall from time to time notify to Clubs; and V.37.4. that Transferee Club shall pay to its Transferor Club interest on any part of a Compensation Fee or Contingent Sum not paid on its due date at the rate of five per cent over the base rate from time to time of Barclays Bank Plc from that date until the date of payment together with such other penalty as the Board in its discretion may decide.
Section V: Players – Transfers of Registrations Guidance Where in the case of a proposed transfer of the type referred to in Rule V.40, above, the Board is of the view that the financial value attributed to either of the Players is materially below that Player’s true transfer value (with the effect that a reduced sum is payable by way of levy), the Board will request that the Transferor Club(s) restate(s) the declared transfer value and may exercise its power under Rule V.12 if necessary. 226 Rules: Section V V.41. The sums received by the League by way of levy shall be used to pay premiums due under the Professional Footballers’ Pension Scheme and any surplus shall be added to the Professional Game Youth Fund. Transfer Levy V.38. Subject to Rule V.39, upon payment of a Compensation Fee, a Contingent Sum or a payment made pursuant to Rule U.39, a Club shall forthwith pay to the League a levy equal to four per cent of the sum paid (net of any value added tax) and in the case of a Compensation Fee payable by instalments, the levy upon the whole of it shall be paid as aforesaid upon the Transferee Club applying to register the Player to which it relates. V.39. Levy shall not be payable on a Loan Fee unless the registration of the Contract Player who is the subject of the Temporary Transfer is transferred on a permanent basis from the Transferor Club to the Transferee Club during, or within four months of the expiry of, the Temporary Transfer, in which case a levy equal to four per cent of the aggregate of any Loan Fee and Compensation Fee shall be paid to the League. V.40. Where a Transferee Club registers a Player and the relevant consideration tendered by the Transferor Club includes the registration of another Player or some other form of non-financial consideration or value-in-kind, the Transferee Club and Transferor Club shall attribute a financial value to the Player(s) transferred, which shall be noted in the Transfer Agreement(s), and upon which a levy equal to four per cent of such value shall be paid in each case.
Disciplinary and Dispute Resolution Section W: Disciplinary 227 Power of Inquiry W.1.The Board shall have power to inquire into any suspected or alleged breach of these Rules and for that purpose may require: W.1.1.any Manager, Match Official, Official or Player to appear before it to answer questions and/or provide information; and W.1.2.any such Person or any Club to produce documents. W.2. Any Manager, Match Official, Official or Player who fails to appear before or to produce documents to the Board when required to do so under Rule W.1 shall be in breach of these Rules. Board’s Disciplinary Powers W.3.The Board shall have power to deal with any suspected or alleged breach of these Rules by either: W.3.1.issuing a reprimand; W.3.2. imposing a fixed penalty or other sanction where such provision is made in these Rules; W.3.3.exercising its summary jurisdiction; W.3.4.referring the matter to a Commission appointed under Rule W.21; W.3.5.referring the matter to The Football Association for determination under The Football Association Rules; or W.3.6. concluding an agreement in writing with that Person in which it accepts a sanction (which may include any of the sanctions referred to at Rule W.55) proposed by the Board. Fixed Penalty Procedure W.4. Upon being satisfied that a fixed penalty is payable under the provisions of these Rules, the Board shall give notice in Form 22 to the Club or Person by whom it is payable. W.5.Within 14 days of the date of a notice in Form 22 the Club or Person to whom it is addressed must either: W.5.1.pay the fixed penalty; or W.5.2.appeal under the provisions of Rule W.62.1 against the imposition of the same. W.6. Failure to pay a fixed penalty as provided in Rule W.5.1 or within seven days, upon an appeal against the same being dismissed, shall in either case constitute a breach of these Rules. Summary Jurisdiction W.7. The Board’s summary jurisdiction shall extend to any suspected or alleged breach of these Rules (other than a breach for which a fixed penalty is prescribed) which in its absolute discretion the Board considers should not be referred to a Commission under Rule W.3.4 or to The Football Association under Rule W.3.5.
Section W: Disciplinary 228 Rules: Section W W.8. In exercising its summary jurisdiction the Board shall be entitled to impose a fine not exceeding £25,000 or, in the case of a breach of these Rules by a Manager, such sum as may be set out in any tariff of fines, or other penalty, agreed in writing between the Board and the League Managers Association. The Board shall also be entitled to suspend any portion of any fine imposed in accordance with this Rule W.8. W.9.The Board shall exercise its summary jurisdiction by giving notice in Form 23 to the Club or Person allegedly in breach. W.10.Within 14 days of the date of a notice in Form 23, the Club or Person to whom it is addressed must either: W.10.1. submit to the Board’s jurisdiction and pay the fine imposed; or W.10.2. elect to be dealt with by a Commission. W.11.Failure to comply with the requirement contained in a notice in Form 23 shall constitute a breach of these Rules. Provision of Information W.12. It shall be no answer to a request from the Board to disclose documents or information pursuant to Rule W.1 that such documents or information requested are confidential. All Clubs and Persons subject to these Rules must ensure that any other obligations of confidentiality assumed are made expressly subject to the League’s right of inquiry under these Rules. No Club or Person shall be under an obligation to disclose any documents rendered confidential by either the order of a court of competent jurisdiction or by statute or statutory instrument. W.13.All Persons who are requested to assist pursuant to Rule W.1 shall provide full, complete and prompt assistance to the Board in its exercise of its power of inquiry. The Panel W.14. Subject in each case to the approval of Clubs in General Meeting, the Board shall establish a panel of such number of Persons as it shall think fit (the “Panel”), each of whom shall be eligible to sit as either: W.14.1. a member of an appeal tribunal appointed under the provisions of Rule E.43 or Rule F.16; W.14.2. a member of a Commission; W.14.3. in the case of an arbitration under Rule P.12 and Section Y of these Rules, as a member of a Managers’ Arbitration Tribunal; or W.14.4. in the case of an arbitration under Section X of these Rules (Arbitration), as a member of an arbitral tribunal. W.15.The Panel shall include: W.15.1. authorised insolvency practitioners eligible under Rule E.43 to sit as a member of an appeal tribunal appointed thereunder; W.15.2. legally qualified persons eligible: W.15.2.1. under Rule E.43 or Rule F.16 to sit as chairmen of appeal tribunals appointed thereunder;
Section W: Disciplinary 229 W.15.2.2. under Rule Y.7 to sit as chairmen of Managers’ Arbitration Tribunals; W.15.2.3. under Rule W.21 to sit as chairmen of Commissions; W.15.2.4. under Rule X.11 as chairmen of arbitral tribunals other than Managers’ Arbitration Tribunals; or W.15.2.5. under Rule X.15 as a single arbitrator; and persons who have held judicial office eligible under Rule W.63 to sit as chairmen of Appeals Boards; and W.15.3. Persons who hold nationally recognised qualifications as accountants or auditors, who shall be eligible to be members of Commissions appointed to determine suspected or alleged breaches of Rules E.53 to E.59. W.16.The Panel shall not include members of the Board or Officials but may include members of The Football Association council who are not Officials. W.17. Subject to Rules W.18 and W.19, the term of office of each member of the Panel shall be three years (and for the avoidance of doubt at the end of that term a member of the Panel may be re-appointed as such pursuant to Rule W.14). W.18. A member of the Panel appointed for any purpose provided by these Rules may continue to act on the matter for which he was so appointed notwithstanding that his term of office has expired pursuant to Rule W.17 since his appointment. W.19.Subject to Rule W.20, the term of office of a member of the Panel shall be terminated by the Board forthwith if: W.19.1. he is or becomes subject to any of the matters set out in Rule F.1; W.19.2. circumstances exist that give rise to justifiable doubts as to whether he can discharge the duties of a member of the Panel impartially; W.19.3. he is physically or mentally incapable of discharging the duties of a member of the Panel; and/or W.19.4. he has refused or failed: W.19.4.1. properly to conduct proceedings pursuant to these Rules; or W.19.4.2. to use all reasonable dispatch in conducting such proceedings, and in either case substantial injustice has as a result been caused to a party to such proceedings. W.20. If a member of the Panel whose term of office is terminated by the Board pursuant to Rule W.19 wishes to challenge that termination, he may do so solely by way of commencing arbitration proceedings pursuant to Rule X.6. Appointing a Commission W.21. A Commission shall be appointed by the Board and shall comprise three members of the Panel of whom one, who shall be legally qualified, shall sit as chairman of the Commission.
Section W: Disciplinary 230 Rules: Section W W.22. A Commission appointed to deal with a suspected or alleged breach of Rules E.53 to E.59 shall include at least one member of the Panel qualified as set out in Rule W.15.3 (but who shall not sit as the chairman of the Commission, who shall be legally qualified as set out in Rule W.21). W.23. Without prejudice to Rule W.21, where both parties are in agreement that the proceedings should be determined by a single member (rather than three members) of the Panel, the Board shall appoint a one-person Commission for that purpose. In such circumstances, this Section of the Rules shall be interpreted on the basis that the Commission comprises a single individual, who shall undertake the duties of chairman of the Commission. Commission Procedures W.24.The parties to proceedings before a Commission shall be: W.24.1. the Board; and W.24.2. the Club, Manager, Match Official, Official or Player allegedly in breach of these Rules (the “Respondent”). W.25.Proceedings before a Commission shall be commenced by a written complaint which shall be drafted by or on behalf of the Board. W.26. The complaint shall be in Form 24 and shall identify the Rule(s) allegedly breached, it shall contain a summary of the facts alleged and it shall have annexed to it copies of any documents relied upon by the Board in support of the complaint. W.27. The complaint shall be sent by recorded delivery post by the Board to the Respondent. In the case of a Respondent who is a Manager, an Official or a Player it shall be sent to him care of his Club. A complaint shall be deemed to have been received by a Respondent on the third day after the date of posting. No defect in the service of a complaint shall invalidate all or any part of the proceedings if it can be shown that it is likely that the complaint has come to the attention of the Respondent. W.28. At any stage the Commission may indicate (either of its own accord or as a result of representations from a Person, Club (or club) and in any event in its sole discretion), that if the complaint is upheld, it may wish to exercise its power under Rule W.55.5 to award compensation to any Person or to any Club (or club). If the Commission so indicates, it shall notify the parties to the proceedings and the relevant Person, Club (or club) of this fact. The Commission may then make appropriate directions as to the receipt of evidence of loss from the relevant Person, Club (or club) as well as directions on the receipt of evidence in response from the parties to the proceedings.
Section W: Disciplinary 231 W.29. Where (in proceedings in which the Respondent is a Club or Relegated Club) the Commission makes the indication referred to at Rule W.28, above, and after having heard evidence from both parties subsequently determines that no compensation is to be awarded in accordance with Rule W.55.5, the Club (or Relegated Club) claiming compensation in such circumstances may appeal that determination to an Appeal Board. If it fails to do so (or if the Appeal Board dismisses any such appeal) the Club (or Relegated Club) will not be able to bring any further claim of any kind (whether for compensation, in damages or otherwise) against the Respondent Club arising out of the breach of these Rules in respect of which the Commission was appointed. W.30. Within 14 days of receipt of the complaint (or such shorter time as a Commission may order pursuant to Rule W.32) the Respondent shall send to the Board by recorded delivery post a written answer in Form 25 in which the Respondent: W.30.1. shall either admit or deny the complaint; and W.30.2. may request that the complaint shall be determined by written representations in which case, if the complaint is denied, the written representations shall be contained in the answer. W.31. The Board shall respond in writing to any request that the matter be determined by written representations within 14 days of receipt of the answer (or such shorter time as a Commission may order pursuant to Rule W.32), and if the request is denied the complaint shall be determined at a hearing. W.32. The Commission shall have the power to amend the time periods set out in Rules W.30 and W.31 if there is a compelling reason why the proceedings before the Commission need to be concluded expeditiously and/or the parties are in agreement in respect of such amendment. W.33. If the complaint is admitted, the Respondent may include in the answer details of any mitigating factors (together with any supporting evidence) that it wishes to be taken into account by the Commission. W.34.If the complaint is denied, the Respondent’s reasons shall be set out in the answer and copies of any documents on which the Respondent relies shall be annexed. W.35.Documentary evidence shall be admissible whether or not copies are attached to the complaint or the answer as long as such documents are: W.35.1. relevant; and W.35.2. submitted by a party to the Commission in sufficient time before the hearing, such that neither party will be prejudiced by their submission. W.36. The Board shall provide a copy of the answer to the chairman of the Commission together with a copy of its response to any request for determination by written representations. W.37. If the Respondent fails to send an answer in accordance with Rule W.30, the Respondent shall be deemed to have denied the complaint which shall be determined at a hearing.
Section W: Disciplinary 232 Rules: Section W W.38. If the complaint is to be determined by written representations, forthwith upon receipt of the answer the chairman of the Commission shall convene a meeting of its members for that purpose. W.39. If the complaint is to be determined at a hearing, the chairman of the Commission may give directions for the future conduct of the complaint addressed in writing to the parties or require the parties to attend a directions hearing. W.40.A directions hearing shall be conducted by the chairman of the Commission sitting alone. He may give such directions as he thinks fit including directions for: W.40.1. the Board to give further particulars of the complaint; W.40.2. the Respondent to give further particulars of the answer; W.40.3. either or both parties to produce and exchange documents; W.40.4. the submission of expert evidence; W.40.5. lists of witnesses and lodging and exchange of witness statements; W.40.6. witnesses to be summoned to attend the hearing; W.40.7. prior notice to be given of any authorities relied on by the parties; W.40.8. the parties to lodge and exchange an outline of their submissions; and/or W.40.9. the assessment of the entitlement to and amount of compensation that may be ordered pursuant to Rule W.55.5. W.41.Notice of the date, time and place of the hearing shall be given in writing to the parties by the chairman of the Commission. W.42.If the Board or its representative fails to attend the hearing, the chairman of the Commission may either adjourn it or proceed in the Board’s absence. W.43.If the Respondent fails to attend the hearing, it shall proceed in the absence of the Respondent. W.44.Any witness who is bound by these Rules, and who having been summoned by a Commission to attend a hearing fails to do so, shall be in breach of these Rules. W.45.The chairman of the Commission shall have an overriding discretion as to the manner in which a hearing is conducted but, subject thereto: W.45.1. where the complaint has been admitted, he shall invite the Board or its representative to outline the facts of the complaint and shall give the Respondent the opportunity to provide further details of any mitigating factors contained in the answer; W.45.2. where the complaint has been denied, witnesses shall be taken through their evidence in chief by the party tendering such evidence and may be subject to cross-examination by the opposing party (at its option) and re-examination if required. Witnesses may also be examined by the chairman of the Commission and its members;
Section W: Disciplinary 233 W.45.3. the parties shall be permitted to put questions to witnesses; W.45.4. witnesses may be examined on oath; and W.45.5. at the conclusion of the evidence the parties shall each be invited to address the Commission. W.46.The chairman of a Commission may order that a transcript of the proceedings be taken. W.47.The proceedings of a Commission shall be conducted in private. W.48.The Board shall have the burden of proving the complaint. The standard of proof shall be on a balance of probabilities. W.49.The Commission shall make its decision unanimously or by majority. No member of the Commission may abstain. W.50. In the case of a determination by written representations the Commission’s decision shall forthwith be communicated in writing by the chairman of the Commission to the parties. W.51. In the case of a determination at a hearing the Commission’s decision shall be announced as soon as practicable thereafter and if possible at the end of the hearing and shall be confirmed in writing by the chairman of the Commission to the parties. W.52. In either case, unless the parties otherwise agree, the Commission shall give its reasons for its decision. In the event of a majority decision no minority or dissenting opinion shall be produced or published. W.53.Members of a Commission shall be entitled to receive from the League a reasonable sum by way of fees and expenses. Commission’s Powers W.54.Upon finding a complaint to have been proved the Commission shall invite the Respondent to place any mitigating factors before the Commission. W.55.Having heard and considered such mitigating factors (if any) the Commission may: W.55.1. reprimand the Respondent; W.55.2. impose upon the Respondent a fine unlimited in amount and suspend any part thereof; W.55.3. in the case of a Respondent who is a Manager, Match Official, Official or Player, suspend him from operating as such for such period as it shall think fit; W.55.4. in the case of a Respondent which is a Club: W.55.4.1. suspend it from playing in League Matches or any matches in competitions which form part of the Games Programmes or Professional Development Leagues (as those terms are defined in the Youth Development Rules) for such period as it thinks fit;
Section W: Disciplinary 234 Rules: Section W W.55.4.2. deduct points scored or to be scored in League Matches or such other matches as are referred to in Rule W.55.4.1; W.55.4.3. recommend that the Board orders that a League Match or such other match as is referred to in Rule W.55.4.1 be replayed; W.55.4.4. recommend that the League expels the Respondent from membership in accordance with the provisions of Rule B.7; W.55.5. order the Respondent to pay compensation unlimited in amount to any Person or to any Club (or club); W.55.6. cancel or refuse the registration of a Player registered or attempted to be registered in contravention of these Rules; W.55.7. impose upon the Respondent any combination of the foregoing or such other penalty as it shall think fit; W.55.8. order the Respondent to pay such sum by way of costs as it shall think fit which may include the fees and expenses of members of the Commission paid or payable under Rule W.53; and W.55.9. make such other order as it thinks fit. W.56. Where a Person, Club (or club) has been invited to address the Commission on compensation, in accordance with Rules W.28 and W.29, the Commission may adjourn the hearing to allow all relevant parties to make submissions, or if it considers that it is in the interest of justice that the determination of the complaint be resolved before the issue of compensation is addressed, direct that a further hearing take place on the issue of compensation after the complaint has been determined. W.57. A Person, Club (or club) invited to make submissions on compensation shall be entitled to be present at the hearing, but may only make submissions or advance evidence or question witnesses if and to the extent that the chairman of the Commission gives it leave. W.58.If the Board fails to prove a complaint a Commission may order the League to pay to the Respondent such sum by way of costs as it shall think fit. W.59. Where a Respondent Club is suspended from playing in League Matches or any matches in competitions which form part of the Games Programme or Professional Development Leagues (as those terms are defined in the Youth Development Rules) under the provisions of Rule W.55.4.1, its opponents in such matches which should have been played during the period of suspension, unless a Commission otherwise orders, shall be deemed to have won them. W.60.Fines and costs shall be recoverable by the Board as a civil debt; compensation shall likewise be recoverable by the Person or Club entitled to receive it. W.61. Fines recovered by the Board shall be used towards the operating expenses of the League or, at the discretion of the Board, towards charitable purposes. Costs recovered by the Board shall be used to defray the costs of the Commission.
Section W: Disciplinary 235 Appeals W.62.A Club (or club) or Person aggrieved by: W.62.1. the decision of the Board to impose a fixed penalty; or W.62.2. the decision of a Commission before which such Club or Person appeared as Respondent; or W.62.3. the amount of compensation (if any) which a Commission has, pursuant to Rule W.55.5, ordered either that it shall pay or that shall be paid in its favour, may appeal in accordance with the provisions of these Rules against the decision, the penalty or the amount of compensation (as appropriate). W.63. An appeal shall lie to an Appeal Board which shall be appointed by the Board and, subject to Rule W.64, shall comprise three members of the Panel of whom one, who shall have held judicial office, shall sit as chairman of the Appeal Board. W.64.No member of the Panel shall be appointed to an Appeal Board to hear an appeal against the decision of a Commission of which he was a member. W.65.The parties to an appeal shall be: W.65.1. a Respondent to a complaint; and/or W.65.2. a Person, Club or club pursuant to Rule W.62.3; and/or W.65.3. the Board. W.66.An appeal against the decision of the Board to impose a fixed penalty shall be in Form 26. W.67.An appeal against the decision of a Commission shall be in Form 27. W.68. An appeal shall be commenced by the appellant sending or delivering to the Board Form 26 or Form 27, as the case may be, so that it receives the same together with a deposit of £1,000 within 14 days of the date of the decision appealed against (time being of the essence) unless the Appeal Board orders a lesser period pursuant to Rule W.69. W.69. The Appeal Board shall have the power to abridge the time period set out in Rule W.68 if there is a compelling reason why the proceedings before the Appeal Board need to be concluded expeditiously. W.70. The Appeal Board may give directions as it thinks fit for the future conduct of the appeal, addressed in writing to the parties, or require the parties to attend a directions hearing. W.71. Any party to an appeal may apply for permission to adduce evidence that was not adduced before the Commission that heard the complaint. Such permission shall only be granted if it can be shown that the evidence was not available to the party and could not have been obtained by such party with reasonable diligence, at the time at which the Commission heard the complaint.
Section W: Disciplinary 236 Rules: Section W W.72.Notice of the date, time and place of the appeal hearing shall be given in writing to the parties by the chairman of the Appeal Board. W.73.If a party fails, refuses or is unable to attend the hearing the Appeal Board may either adjourn it or proceed in the party’s absence. W.74. Except in cases in which the Appeal Board gives leave to adduce fresh evidence pursuant to Rule W.71, an appeal shall be by way of a review of the evidence adduced before the Commission and the parties shall be entitled to make oral representations. Subject to the foregoing provisions of this Rule, the Appeal Board shall have an overriding discretion as to the manner in which the hearing is conducted. W.75. The Appeal Board may permit the appellant (whether a Person, Club or club pursuant to Rule W.62.3) at any time to withdraw the appeal on such terms as to costs and otherwise as the Appeal Board shall determine. W.76.The Appeal Board shall make its decision unanimously or by majority. No member of the Appeal Board may abstain. W.77. The Appeal Board’s decision shall be announced as soon as practicable after the appeal hearing and if possible at the end thereof and shall be confirmed in writing by the chairman of the Appeal Board to the parties, giving reasons. If the decision reached by the Appeal Board was by a majority, no minority or dissenting opinion shall be produced or published. W.78.Members of an Appeal Board shall be entitled to receive from the League a reasonable sum by way of fees and expenses. Appeal Board’s Powers W.79.Upon the hearing of an appeal, an Appeal Board may: W.79.1. allow the appeal; W.79.2. dismiss the appeal; W.79.3. except in the case of a fixed penalty, vary any penalty imposed or order made at first instance; W.79.4. vary or discharge any order for compensation made by the Commission; W.79.5. order the deposit to be forfeited to the League or repaid to the appellant; W.79.6. order a party to pay or contribute to the costs of the appeal including the fees and expenses of members of the Appeal Board paid or payable under Rule W.78; W.79.7. remit the matter back to the Commission with directions as to its future disposal; or W.79.8. make such other order as it thinks fit. W.80.Subject to the provisions of Section X of these Rules (Arbitration), the decision of an Appeal Board shall be final.
Section W: Disciplinary 237 Admissibility of Evidence W.81. In the exercise of their powers under this Section of these Rules, a Commission or an Appeal Board shall not be bound by judicial rules governing the admissibility of evidence. Instead, facts relating to a breach of these Rules may be established by any reliable means. Legal Representation W.82. The parties to proceedings before a Commission or an Appeal Board shall be entitled to be represented by a solicitor or counsel provided that they shall have given to the other party and to the chairman of the Commission or of the Appeal Board as the case may be 14 days’ prior written notice to that effect identifying the solicitor or counsel instructed. Publication and Privilege W.83. Without prejudice in any event to any form of privilege available in respect of any such publication, whether pursuant to the Defamation Act 2013 or otherwise, the Board, a Commission and an Appeal Board shall be entitled to publish reports of their proceedings (including details of any submissions, oral or written statements or other evidence adduced in those proceedings), whether or not they reflect adversely on the character or conduct of any Club, Manager, Match Official, Official or Player. All Clubs and Persons bound by these Rules (and any Person required to observe these Rules as a result of any obligation whether to the League or to any third party) shall be deemed to have provided their full and irrevocable consent to such publication.
Section W: Disciplinary 238 Rules: Section W
Disciplinary and Dispute Resolution Section X : Arbitration 239 Definitions X.1. In this Section of these Rules: X.1.1.“the Act” means the Arbitration Act 1996 or any re-enactment or amendment thereof for the time being in force; X.1.2. “party” means a party to the arbitration; X.1.3. “the tribunal” means the arbitral tribunal; and X.1.4. “the chairman” means the chairman of the tribunal. Agreement to Arbitrate X.2. Membership of the League shall constitute an agreement in writing between the League and Clubs and between each Club for the purposes of section 5 of the Act in the following terms: X.2.1. to submit all disputes which arise between them (including in the case of a Relegated Club any dispute between it and a Club or the League, the cause of action of which arose while the Relegated Club was a member of the League), whether arising out of these Rules or otherwise, to final and binding arbitration in accordance with the provisions of the Act and this Section of these Rules; X.2.2. that the seat of each such arbitration shall be in England and Wales; X.2.3. that the issues in each such arbitration shall be decided in accordance with English law; and X.2.4. that no other system or mode of arbitration will be invoked to resolve any such dispute. X.3. Disputes under these Rules will be deemed to fall into one of three categories, being: X.3.1. disputes arising from decisions of Commissions or Appeal Boards made pursuant to Rules W.1 to W.83 (Disciplinary) of these Rules (“Disciplinary Disputes”); X.3.2. disputes arising from the exercise of the Board’s discretion (“Board Disputes”); and X.3.3. other disputes arising from these Rules or otherwise. X.4. In the case of a Disciplinary Dispute, the only grounds for review of a decision of a Commission or Appeal Board by way of arbitration under this Section X shall be that the decision was: X.4.1. reached outside of the jurisdiction of the body that made the decision; X.4.2. reached as a result of fraud, malice or bad faith; X.4.3. reached as a result of procedural errors so great that the rights of the applicant have been clearly and substantially prejudiced; X.4.4. reached as a result of a perverse interpretation of the law; or X.4.5. one which could not reasonably have been reached by any Commission or Appeal Board which had applied its mind properly to the facts of the case.
Section X: Arbitration 240 Rules: Section X X.5. In the case of a Board Dispute, the only grounds for review shall be that the decision: X.5.1. was reached outside the jurisdiction of the Board; X.5.2. could not have been reached by any reasonable Board which had applied its mind properly to the issues to be decided; X.5.3. was reached as a result of fraud, malice or bad faith; or X.5.4. was contrary to English law; and directly and foreseeably prejudices the interests of a Person or Persons who were in the contemplation of the Board at the time that the decision was made as being directly affected by it and who suffer loss as a result of that decision. Standing X.6. A Person who is not a party to a Disciplinary Dispute or a Board Dispute may not invoke these arbitration provisions in respect of such a dispute, unless that party can show that they are sufficiently affected by the outcome of the dispute that it is right and proper for them to have standing before the tribunal. Commencement of the Arbitration X.7. An arbitration shall be deemed to have commenced (and for the purpose of Rule X.2 a dispute shall be deemed to have arisen) upon the party requesting an arbitration serving upon the other party a request in Form 28. X.8. The party requesting an arbitration shall send a copy of Form 28 to the Board who shall forthwith send to each party particulars of those individuals who are members of the Panel. Appointing the Arbitrators X.9. Subject to Rule X.15, the tribunal shall comprise three members of the Panel and there shall be no umpire. X.10. Within 14 days of the Board sending particulars of the Panel pursuant to Rule X.8 each party shall by notice in Form 29 addressed to the Board appoint one Panel member to act as an arbitrator in the arbitration requested. X.11. Within 14 days of their appointment the two arbitrators so appointed shall appoint the third arbitrator who shall be a legally qualified member of the Panel and who shall sit as chairman. If the two arbitrators so appointed fail to agree on the appointment of the third arbitrator the Board (or The Football Association if the League is a party) shall make the appointment giving notice in writing to that effect to each party.
Section X: Arbitration 241 X.12. If a party, other than the League or a Club, does not wish to appoint a member of the Panel as their nominated arbitrator, they may nominate some other Person provided that: X.12.1. the Person they nominate is a solicitor of no less than 10 years’ admission or a barrister of no less than 10 years’ call; and X.12.2. such Person is independent of the party appointing him and able to render an impartial decision. X.13. If a party refuses or fails to appoint an arbitrator when it is obliged to do so in accordance with these Rules the Board (or The Football Association if the League is a party) shall make the appointment giving notice in writing to that effect to each party. X.14. Upon appointment all arbitrators must sign a statement of impartiality. Any arbitrator not signing such a statement within seven days of appointment may not act and the party appointing him must nominate another arbitrator within seven days. Appointing a Single Arbitrator X.15.Notwithstanding the provisions of Rule X.9, the parties shall be at liberty to appoint a legally qualified member of the Panel to be a single arbitrator in which case: X.15.1. Form 30 shall be substituted for Form 29; and X.15.2. this Section of these Rules shall be interpreted on the basis that the tribunal comprises a single arbitrator who shall undertake the duties of the chairman. Replacing an Arbitrator X.16. If following his appointment an arbitrator refuses to act, becomes incapable of acting, is removed by order of a competent court or dies, or if his membership of the Panel is terminated pursuant to Rule W.19, the Board (or The Football Association if the League is a party) shall appoint a member of the Panel to replace him. Communications X.17. All communications sent in the course of the arbitration by the arbitrators shall be signed on their behalf by the chairman. X.18.Such communications addressed by the arbitrators to one party shall be copied to the other and to the Board. X.19. Any communication sent by either party to the arbitrators shall be addressed to the chairman and shall be copied to the other party and the Board. Directions X.20. The chairman of the tribunal shall decide all procedural and evidential matters and for that purpose within 14 days of his appointment he shall either give directions for the conduct of the arbitration addressed in writing to each party or serve on each
Section X: Arbitration 242 Rules: Section X party Form 31 requiring their attendance at a preliminary meeting at which he will give directions. In either case the directions shall address without limitation: X.20.1. where appropriate, whether the proceedings should be stayed to permit the parties to explore whether the dispute may be resolved by way of mediation; X.20.2. whether and if so in what form and when statements of claim and defence are to be served; X.20.3. whether and if so to what extent discovery of documents between the parties is necessary; X.20.4. whether strict rules of evidence will apply and how the admissibility, relevance or weight of any material submitted by the parties on matters of fact or opinion shall be determined; X.20.5. whether and if so to what extent there shall be oral or written evidence or submissions; X.20.6. whether expert evidence is required; and X.20.7. whether and if so to what extent the tribunal shall itself take the initiative in ascertaining the facts and the law. The Tribunal’s General Powers X.21.The chairman of the tribunal shall have power to: X.21.1. allow either party upon such terms (as to costs and otherwise) as it shall think fit to amend any statement of claim and defence; X.21.2. give directions in relation to the preservation, custody, detention, inspection or photographing of property owned by or in the possession of a party to the proceedings; X.21.3. give directions as to the preservation of evidence in the custody or control of a party; X.21.4. direct that a witness be examined on oath; X.21.5. require each party to give notice of the identity of witnesses it intends to call; X.21.6. require exchange of witness statements and any expert’s reports; X.21.7. appoint one or more experts to report to it on specific issues; X.21.8. require a party to give any such expert any relevant information or to produce or provide access to any relevant documents or property; X.21.9. order that a transcript be taken of the proceedings; X.21.10. extend or abbreviate any time limits provided by this Section of these Rules or by its directions; X.21.11. require the parties to attend such procedural meetings as it deems necessary to identify or clarify the issues to be decided and the procedures to be adopted; and X.21.12. give such other lawful directions as it shall deem necessary to ensure the just, expeditious, economical and final determination of the dispute.
Section X: Arbitration 243 Duty of the Parties X.22. The parties shall do all things necessary for the proper and expeditious conduct of the arbitration and shall comply without delay with any direction of the chairman of the tribunal as to procedural or evidential matters. Default of the Parties X.23.If either party is in breach of Rule X.22 the tribunal shall have power to: X.23.1. make peremptory orders prescribing a time for compliance; X.23.2. make orders against a party which fails to comply with a peremptory order; X.23.3. dismiss a claim for want of prosecution in the event of inordinate or inexcusable delay by a party which appears likely to give rise to a substantial risk that it will not be possible to have a fair resolution of the issues or will cause serious prejudice to the other party; and X.23.4. debar that party from further participation and proceed with the arbitration and make an award but only after giving that party written notice of its intention to do so. The Hearing X.24. The chairman shall fix the date, time and place of the arbitration hearing and shall give the parties reasonable notice thereof. A representative of the Board shall be entitled to attend the hearing as an observer. X.25.At or before the hearing the chairman shall determine the order in which the parties shall present their cases. X.26.Any witness who gives oral evidence may be questioned by the representative of each party and by each of the arbitrators. Remedies X.27. The tribunal shall have power to: X.27.1. determine any question of law or fact arising in the course of the arbitration; X.27.2. determine any question as to its own jurisdiction; X.27.3. make a declaration as to any matter to be determined in the proceedings; X.27.4. order the payment of a sum of money; X.27.5. award simple or compound interest; X.27.6. order a party to do or refrain from doing anything; X.27.7. order specific performance of a contract (other than a contract relating to land); and X.27.8. order the rectification, setting aside or cancellation of a deed or other document.
Section X: Arbitration 244 Rules: Section X Majority Decision X.28. If the arbitrators fail to agree on any issue they shall decide by a majority and a majority decision shall be binding on all of them. No dissenting judgment shall be produced. Provisional Awards X.29. The tribunal shall have power to make provisional awards during the proceedings including, without limitation, requiring a party to make an interim payment on account of the claim or the costs of the arbitration. Any such provisional award shall be taken into account when the final award is made. The Award X.30. If before the award is made the parties agree on a settlement of the dispute the tribunal shall record the settlement in the form of a consent award. X.31.The tribunal may make more than one award at different times on different aspects of the matters in dispute. X.32.The award shall be in writing and shall contain reasons for the tribunal’s decision. Costs X.33. Until they are paid in full, the parties shall be jointly and severally liable to meet the arbitrators’ fees and expenses, the total amount of which shall be specified in the award. X.34. The tribunal shall award costs on the general principle that costs should follow the event except where it appears to the tribunal that in the circumstances this is not appropriate in relation to the whole or part of the costs. X.35. The party in favour of which an order for costs is made shall be allowed, subject to Rule X.36, a reasonable amount in respect of all costs reasonably incurred, any doubt as to reasonableness being resolved in favour of the paying party. X.36.In appropriate cases the tribunal may award costs on an indemnity basis. X.37. The chairman shall have power to tax, assess or determine the costs if requested to do so by either party. Challenging the Award X.38. Subject to the provisions of Sections 67 to 71 of the Act, the award shall be final and binding on the parties and there shall be no right of appeal. There shall be no right of appeal on a point of law under Section 69 of the Act. In the event that a party to arbitration under this Section X challenges the award, whether in the English High Court or any other forum, it shall ensure that the League is provided with a copy of any written pleadings filed and/or evidence adduced as soon as reasonably practicable after their/its filing.
Section X: Arbitration 245 Representation X.39. A party may be represented before a tribunal by a solicitor or counsel provided that 14 days’ prior written notice to that effect identifying the solicitor or counsel instructed is given to the other party and to the chairman. X.40. A Club which is a party may be represented before a tribunal by one of its Officials. An Official shall not be prevented from representing his Club because he is or may be a witness in the proceedings. Waiver X.41. A party which is aware of non-compliance with this Section of these Rules and yet proceeds with the arbitration without promptly stating its objection to such non-compliance to the chairman shall be deemed to have waived its right to object.
Section X: Arbitration 246 Rules: Section X
Disciplinary and Dispute Resolution Section Y: Managers’ Arbitration Tribunal Guidance Parties to such disputes are encouraged to seek resolution without recourse to arbitration through, for example, a pre-action meeting to discuss the matter, prior to issuing a Form 28. 247 Y.4. The party requesting such an arbitration shall send a copy of Form 28 together with a deposit of £5,000 to the Board who shall forthwith send to each party particulars of those individuals who are members of the Panel. Y.5. The Tribunal shall ordinarily comprise three members of the Panel and there shall be no umpire. However, the parties are at liberty to agree that the matter be resolved by a single member of the Panel, in which case this Section of the Rules shall be interpreted on the basis that the Tribunal consists of a single arbitrator who shall undertake the duties of the chairman. Y.6. Within 14 days of service of the Board sending particulars of the Panel pursuant to Rule Y.4, each party shall by notice in Form 29 addressed to the Board appoint one Panel member to act as an arbitrator in the arbitration requested, save where a single arbitrator is agreed pursuant to Rule Y.5, in which case the parties shall jointly confirm his identity to the Board in writing. Y.7. If a party refuses or fails to appoint an arbitrator in accordance with Rule Y.6 the Board shall make the appointment giving notice in writing to that effect to each party. Y.8. Within 14 days of their appointment the two arbitrators so appointed shall appoint a third arbitrator who shall be a legally qualified member of the Panel and who shall sit as chairman of the Tribunal. If the two arbitrators so appointed fail to agree on the appointment of the third arbitrator the Board shall make the appointment giving notice in writing to that effect to each party. Y.9. If following his appointment an arbitrator refuses to act, becomes incapable of acting, is removed by order of a competent court or dies, the Board shall appoint a member of the Panel to replace him. Y.10. All communications sent in the course of the arbitration by the Tribunal shall be signed on its behalf by its chairman. Y.11. Such communications addressed by the Tribunal to one party shall be copied to the other and to the Board. Managers’ Arbitration Tribunal Y.1. Any dispute arising between the parties to a Manager’s contract of employment shall be determined by the Managers’ Arbitration Tribunal (in this Section of these Rules referred to as ”the Tribunal”). Y.2. The seat of each arbitration conducted by the Tribunal shall be in England and Wales. Each such arbitration shall be decided in accordance with English law. Y.3. Such an arbitration shall be deemed to have commenced upon the party requesting it serving on the other party a request in Form 28.
Section Y: Managers’ Arbitration Tribunal Guidance Where the parties engage in mediation, each party should ensure that he/it is represented in person at such mediation by an individual with sufficient authority to reach a resolution of the dispute. 248 Rules: Section Y Y.18. At or before the hearing the chairman of the Tribunal shall determine the order in which the parties shall present their cases. Y.19. Any witness who gives oral evidence may be questioned by the representative of each party and by each of the arbitrators. Y.12. Any communications sent by either party to the Tribunal shall be addressed to its chairman and shall be copied to the other party and to the Board. Y.13. The chairman of the Tribunal shall decide all procedural and evidential matters and for that purpose within 14 days of his appointment he shall serve on each party Form 31 requiring their attendance at a preliminary meeting at which he will give directions including, but not limited to, those set out in Rule X.20. Y.14. The chairman of the Tribunal shall have the powers set out in Rule X.21. Y.15. The parties shall do all things necessary for the proper and expeditious conduct of the arbitration and shall comply without delay with any direction of the chairman of the Tribunal as to procedural or evidential matters. Y.16. If either party is in breach of Rule Y.15 the Tribunal shall have power to: Y.16.1. make peremptory orders prescribing a time for compliance; Y.16.2. make orders against a party which fails to comply with a peremptory order; Y.16.3. dismiss a claim for want of prosecution in the event of inordinate or inexcusable delay by a party which appears likely to give rise to a substantial risk that it will not be possible to have a fair resolution of the issues or will cause serious prejudice to the other party; and Y.16.4. debar that party from further participation and proceed with the arbitration and make an award but only after giving that party written notice of its intention to do so. Y.17. The chairman of the Tribunal shall fix the date, time and place of the arbitration hearing and shall give the parties reasonable notice thereof. A representative of the Board shall be permitted to attend the hearing as an observer. In order to allow the parties time in which to fulfil their obligation to attempt to reach a settlement of the dispute by mediation, the hearing shall not take place before the expiry of 42 days from the deemed commencement of the arbitration.
Section Y: Managers’ Arbitration Tribunal 249 Y.20. Except for the power to order specific performance of a contract, the Tribunal shall have the powers set out in Rule X.27 together with the following additional powers: Y.20.1. to order the cancellation of the registration of the Manager’s contract of employment; Y.20.2. to order that the deposit be forfeited by or returned to the party paying it; and Y.20.3. to make such other order as it thinks fit. Y.21. The provisions of Rules X.28 to X.41 inclusive, substituting “Tribunal” for “tribunal” and “chairman of the Tribunal” for “chairman”, shall apply to proceedings of the Tribunal. In exercising its power to award costs the Tribunal shall have regard to the extent to which each of the parties fulfilled their obligation to attempt to reach a settlement of the dispute by mediation.
Section Y: Managers’ Arbitration Tribunal 250 Rules: Section Y
Disciplinary and Dispute Resolution Section Z: Premier League Appeals Committee 251 Jurisdiction Z.1.The Premier League Appeals Committee (hereafter in this Section of these Rules called “the Committee”) shall determine the following matters: Z.1.1.an appeal by a Club or an Academy Player under the provisions of Youth Development Rule 295; Z.1.2. an appeal by a Club or a Contract Player under the provisions of Rule T.18.3 against a decision of the Board regarding payment of the balance of a Signing-on Fee to the Contract Player; Z.1.3. an appeal by a Club or a Contract Player under the provisions of Rule T.37 against a decision of the Board given under either Rule T.31 or Rule T.32; and Z.1.4. an application by a Club under the provisions of Rule V.24 that payments to an Out of Contract Player may cease without affecting the Club’s entitlement to a Compensation Fee. Composition of the Committee Z.2.The Committee shall be composed of: Z.2.1. an independent chairman who holds or has held judicial office and who, with the prior approval of the Professional Footballers’ Association, shall be appointed by the Board in such terms as it thinks fit; Z.2.2.a member of the Panel appointed by the League; and Z.2.3. an appointee of the Professional Footballers’ Association provided that in cases where an officer or employee of that body is appearing before the Committee representing a party to the proceedings then the appointee shall not be an officer or employee of that body. Z.3. If the chairman of the Committee is unable to act or to continue acting as such in the determination of any matter, the Board shall appoint in his stead a member of the Panel who holds or has held judicial office. Z.4. If following his appointment any other member of the Committee is unable to act or to continue acting, his appointer may appoint a replacement so that the composition of the Committee is maintained as provided in Rule Z.2. Z.5.If the members of the Committee fail to agree on any issue, they shall decide by a majority. Committee Procedures Z.6.The parties to proceedings before the Committee shall be: Z.6.1.in an appeal under Rule Z.1.1, Z.1.2 or Z.1.3: Z.6.1.1. the appellant Club or Contract Player; and Z.6.1.2. the respondent Contract Player or Club;
Section Z: Premier League Appeals Committee 252 Rules: Section Z Z.6.2.in the determination of a dispute under Rule Z.1.3: Z.6.2.1. the applicant Club or Player; and Z.6.2.2. the respondent Player or Club; Z.6.3.in an application under Rule Z.1.4: Z.6.3.1. the applicant Club; and Z.6.3.2. the respondent Out of Contract Player. Z.7.Proceedings shall be commenced by an application in writing to the Board identifying: Z.7.1.the respondent; Z.7.2.the Rule under the provisions of which the appeal or application is made; Z.7.3.the nature of the appeal or application and the facts surrounding it; Z.7.4.the remedy or relief sought; and Z.7.5.any documents relied upon, copies of which shall be annexed. Z.8.Except in the case of an application made by an Academy Player, an application made under the provisions of Rule Z.7 shall be accompanied by a deposit of £1,000. Z.9.Upon receipt of an application the Board shall: Z.9.1.procure that for the purpose of determining the application the Committee is composed in accordance with Rule Z.2; Z.9.2.send a copy of the application and any documents annexed to it to the chairman and members of the Committee; and Z.9.3.send a copy of the same by recorded delivery post to the respondent. Z.10. Within 14 days of receipt of the copy application the respondent shall send to the Board by recorded delivery post a written response to the application, annexing thereto copies of any documents relied upon. Z.11.Upon receipt of the response the Board shall send a copy thereof together with a copy of any document annexed to: Z.11.1.the chairman and members of the Committee; and Z.11.2.the party making the application. Z.12. The chairman of the Committee may give directions as he thinks fit for the future conduct of the proceedings addressed in writing to the parties with which the parties shall comply without delay. Z.13. The Committee by its chairman shall have power to summon any Person to attend the hearing of the proceedings to give evidence and to produce documents and any Person who is bound by these Rules and who, having been summoned, fails to attend or to give evidence or to produce documents shall be in breach of these Rules.
Section Z: Premier League Appeals Committee 253 Z.14.The Board shall make all necessary arrangements for the hearing of the proceedings and shall give written notice of the date, time and place thereof to the parties. Z.15.If a party to the proceedings fails to attend the hearing the Committee may either adjourn it or proceed in their absence. Z.16.The chairman of the Committee shall have an overriding discretion as to the manner in which the hearing of the proceedings shall be conducted. Z.17.The Committee shall not be bound by any enactment or rule of law relating to the admissibility of evidence in proceedings before a court of law. Z.18.The hearing shall be conducted in private. Z.19. Each party shall be entitled to be represented at the hearing by a solicitor or counsel provided that they shall have given to the other party and to the chairman of the Committee 14 days’ prior written notice to that effect. Z.20. The Committee’s decision shall be announced as soon as practicable and if possible at the end of the hearing and shall be confirmed in writing by the Board to the parties. Z.21.The Committee shall give reasons for its decision. Z.22.The decision of the Committee shall be final and binding. Fees and Expenses Z.23.The chairman and members of the Committee shall be entitled to receive from the League a reasonable sum by way of fees and expenses. Committee’s Powers Z.24.Upon determining an application made in accordance with the provisions of this Section of these Rules, the Committee may: Z.24.1. order the deposit required by Rule Z.8 to be forfeited to the League or repaid to the applicant; Z.24.2. order either party to pay to the other such sum by way of costs as it shall think fit which may include the fees and expenses of the chairman and members of the Committee paid or payable under Rule Z.23; and Z.24.3.make such other order as it shall think fit.
Section Z: Premier League Appeals Committee 254 Rules: Section Z
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Premier League Form 1 List of Authorised Signatories of ............................................. Football Club (Rule A.1.15) To:The Board The Premier League The following Officials of the Club are Authorised Signatories: Print Name Position Signature Limit of Authority* (if any) * In particular, please indicate if the individual is an Authorised Signatory for the purposes of an application for a UEFA Club Licence. Signed ……………………………................. Position …………………………… Date ………………………...................... 257
Premier League Form 2 Notification of Club Bank Account (Rule E.2) To:The Board The Premier League We confirm on behalf of the board of …………………………....................................... Football Club that the following bank account is the Club’s bank account for the purposes of Rule E.2: Name of bank ……………………………………………………………......................... Name of account holder …………………………………………………………….... Title of account ……………………………………………………………...................... Sort code …………………………………………………………….................................. Account number …………………………………………………………….................... Signed by a Director of the Club …………………………………………………. Date …………………………………………………. Signed by a Director of the Club …………………………………………………. Date …………………………………………………. 258 Premier League Forms
Premier League Form 3 Return of Player Services Costs and Image Contract Payments by …………………………………....................................…….. Football Club (Rule E.21) To:The Premier League Full particulars of all payments made to and all benefits provided to each of our Contract Players and all Image Contract Payments in the Contract Year ended 30 June …………...... are as follows: Summary I certify on behalf of ……………………………………….............................................................. Football Club that the information given on this form is correct. Signed ……………………………............................ Position ……………………………………………....…. Date ………………………...................................... [Note: The following terms which are used in this Form 3 are defined in the Premier League Rules: Accounting Reference Period, Annual Accounts, Contract Player, Contract Year, Image Contract Payment, Player Services Costs and Signing-on Fee.] 259 Name Salary Other Total Total
Premier League Forms Salary Signed …………………………….......................................... Position ……………………………………………....….............. Date ……………………….................................................... Return of Player Services Costs and Image Contract Payments by Football Club Form 3 260 Name Contracted Salary Adjustments to contracted salary Actual Salary Signing-on Fees Loyalty Bonuses Other Bonus Appearance Fees Total Salary and Bonuses (£) Total Employers NIC Total Salary and bonuses - inc Employers NIC
Return of Player Services Costs and Image Contract Payments by Football Club Form 3 Other Signed ……………………………............................ Position ……………………………………………....…. Date ………………………...................................... 261 Name Pension Arrangements P11d benefits (based on latest tax year) Image Contract Payments Total other costs Total Other Costs
Return of Player Services Costs and Image Contract Payments by Football Club Form 3 Reconciliation Signed ……………………………............................ Position ……………………………………………....…. Date ………………………...................................... 262 Premier League Forms £ Total Staff costs as per Annual Accounts Less: Non playing staff Player Services Costs and Image Contract Payments per Annual Accounts for the Accounting Reference Period ending ……..... Add: Applicable post-Contract Year Less: Applicable pre-Contract Year Total Costs per Form 3
Premier League Form 4 Appeal Under Rule E.41 To:The Board The Premier League Date: ......................................... We, [insert name of Club] ......................................................... (the “Club”) hereby appeal against the deduction of nine points notified to us by the Board on [date] .............................. on the ground that the Event of Insolvency was caused by and resulted directly from circumstances, other than normal business risks, over which the Club could not reasonably be expected to have had control and its Officials had used all due diligence to avoid the happening of such circumstances. Brief details of the circumstances that led to the Event of Insolvency are set out on the attached sheet(s). A deposit of £1,000 is enclosed. Signed …………………………………………………………………………………….. Position …………………………………………………………………………………... 263
Premier League Form 4A Calculation of Aggregated Adjusted Earnings Before Tax (Rule E.53.3) Statement on behalf of the Board of Directors of the Club On behalf of the board of directors of …………………………………….. Football Club, I confirm in respect of the [Club’s] OR [the Group’s (of which the Club is a member)] accounting period of 36 months ended on ……………………… 20…......... that [with the exception(s) noted below]: 1. The above calculation of Adjusted Earnings Before Tax has been prepared in accordance with the Rules of the Premier League; 2. Without prejudice to the generality of paragraph 1 above, the estimated figures for T in the above calculation have been prepared: 2.1 2.2 in all material respects in a format similar to the Club’s Annual Accounts; and are based on the latest information available to the Club and are, to the best of the Club’s knowledge and belief, an accurate estimate as at the time of preparation of future financial performance. [The exception(s) referred to above is/are as follows: …………………………………………......................] For and on behalf of the board of directors of ……….……………………………………….. Football Club Signed ……………………………............... Name ……………………….......... Position ………………………................ To be signed by a director of the Club whose particulars are registered under the provisions section 162 of the Companies Act 2006. Date ..........................…....................... 264 Premier League Forms Reporting Period: 36 months ending on ………………………... 20……... T-2 T-1 T Total £ £ £ £ Actual / forecast profit / loss before tax Add back: Depreciation / impairment of tangible fixed assets Amortisation or impairment of goodwill and other intangible assets (excluding amortisation of the costs of players’ registrations) Youth Development Expenditure Women’s Football Expenditure Community Development Expenditure Adjusted Earnings Before Tax
Premier League Form 5 Owners’ and Directors’ Declaration (Rules A.1.53, F.2 and F.3) To:The Board The Premier League I, (full name)......................................................................................................................................................of ..........................................................................................................................(post code) ................................ hereby declare that: 1. By signing and dating this declaration, I acknowledge and agree to be bound by the Premier League Rules (“Rules”). I further acknowledge and agree that, as a Director, I am/will* become a “Participant” as that term is defined in The Football Association Rules and, as such, will be bound by them; 2. I am/propose to become* a Director of ...............................................................(“the Club”); 3. I am/am not* a person having Control over the Club; 4. I am/am not* either directly or indirectly involved in or have power to determine or influence the management or administration of another Club or Football League club; 5. I hold/do not hold* either directly or indirectly a Significant Interest in a Club while either directly or indirectly holding an interest in any class of Shares of another Club; 6. I hold/do not hold* either directly or indirectly a Significant Interest in a club (and in this Declaration 6, Significant Interest shall be construed as if references to ‘the Club’ in that definition at Rule A.1.171, were references to ‘the club’). 7. I am/am not* prohibited by law from being a director as set out in Rule F.1.4; 8. I have/have not* been Convicted of an offence as set out in Premier League Rule F.1.5 (nor have I otherwise engaged in conduct outside the United Kingdom that would constitute such an offence in the United Kingdom whether or not such conduct resulted in a Conviction); 9. I have/have not* been the subject of any of the arrangements, orders, plans or provisions set out in Rule F.1.7 or F.1.8; 265
Owners’ and Directors’ Declaration Form 5 10. I have/have not* 10.1been a Director of a Club which, while I have been a Director of it, suffered two or more unconnected Events of Insolvency; or 10.2been a Director of a Club which, while I have been a Director of it, suffered two or more unconnected Events of Insolvency (and in this Declaration 10.2 the definitions of Director at Rule A.1.54. and Events of Insolvency at Rule A.1.59. shall be construed as if references to ‘the Club’ in those definitions were references to ‘the club’); 11. I have/have not* been a Director of two or more Clubs or clubs each of which, while I have been a Director of them, has suffered an Event of Insolvency (and in this Declaration 11 the definitions of Director at Rule A.1.54. and Events of Insolvency at Rule A.1.59. shall be deemed to apply to clubs in the same way as to Clubs); 12. I am/am not* subject to a suspension or ban from involvement in the administration of a sport as set out in Rule F.1.11; 13. I am/am not* subject to any form of suspension, disqualification or striking-off by a professional body as set out in Rule F.1.12; 14. I am/am not* required to notify personal information pursuant to Part 2 of the Sexual Offences Act 2003; 15. I have/have not*been found to have breached any of the rules set out in Rule F.1.14; 16. I am/am not* an Intermediary and/or registered as an intermediary or agent pursuant to the regulations of any national member association of FIFA; 17. I have provided to the Board of the Premier League all information relevant to its assessment of my compliance with Rule F.1; 18. I have not provided any false, misleading or inaccurate information to the Board of the Premier League relating to my compliance with Rule F.1; 266 Premier League Forms
Owners’ and Directors’ Declaration Form 5 19.This Declaration is true in every particular. I acknowledge further to the Data Protection Act 2018 and the General Data Protection Regulation (“GDPR”) that the Football Association Premier League Limited shall be collecting, sharing and otherwise processing Personal Data which may include Special Categories of Personal Data (both as defined in the GDPR) about me including such data in this form for the purpose of discharging its functions as a regulatory and governing body of football and otherwise in accordance with the Premier League Player Privacy Notice available at www.premierleague.com/player-privacy-policy. I understand that the words “Convicted”, “Club”, “club”, “Control”, “Declaration”, “Director”, “Event of Insolvency”, “Intermediary”, “Shares” and “Significant Interest” (together with any other defined terms comprising any part of these definitions) have the meanings set out in the Rules of the Premier League. Signed by the Director/proposed Director ....................................................... Date ........................................................ Signed by an Authorised Signatory ….................................................................. Date ........................................................ * delete as appropriate 267
Premier League Form 6 Dual Interest Notice (Rules G.1 and G.4) To:The Board The Premier League Date: ................................................. Pursuant to Rule G.1 we hereby give notice that a Person *holds *has acquired *has ceased to hold a Significant Interest in ...................................................................................................... Football Club. The particulars required by Rule G.4 are as follows: 1. The Person holding/acquiring/ceasing to hold* a Significant Interest in the Club is (name) ............................................................................................................................... of (address) ...................................................................................................................... 2. The details of the Significant Interest are as follows ........................................................................................................................................................................ ........................................................................................................................................................................ 3. The proportion (expressed in percentage terms) which the Shares bear to the total number of Shares of that class in issue is ..............................% 4. The proportion (expressed in percentage terms) which the Shares bear to the total number of issued Shares of the Club is ..............................% This notice is given on the basis that the words “Club” “Holding” “Person” “Shares” “Significant Interest” (together with any other defined terms comprising any part of the definitions set out therein) have the meanings set out in the Rules of the Premier League. Signed .................................................................... Position ................................................................. *delete as appropriate 268 Premier League Forms
Premier League Form 7 Directors’ Report (Rules H.6, H.7, H.8 and H.9) To:The Football Association Premier League Limited (“the League”) In accordance with the requirements of Section H of the Rules of the League, we, the Directors of ..................................................... Football Club Limited (“the Club”), hereby report in respect of the Club’s accounting period of ................... months ended on ...........................20 ......... (“the Period of Review”) that [with the exception(s) noted below] all Material Transactions entered into by the Club during the Period of Review: (1) were negotiated and approved in accordance with the Club’s written transfer policy; and (2) have been documented and recorded as required by relevant provisions of these Rules and the Football Association Rules. [The exception(s) referred to above is/are as follows ................................] [Signature of each Director and date of signing] 269
Premier League Form 8 Registration of Pitch Dimensions by ................................................ Football Club (Rule K.17) To: The Board The Premier League The dimensions of our pitch at [address of ground] ............................................................... for Season 20.......... /20.......... are as follows: Length: .................................. yards (............... metres) Width: .................................... yards (............... metres) Signed ……………………………............................ Position ……………………………………………....…. Date ………………………...................................... 270 Premier League Forms
Premier League Form 9 Team Sheet of .............................................................. Football Club (Rule L.21) Date .................................................................................................. Kick-off time .................................... Opponents .............................................................................. F.C. Referee ............................................... Team Substitutes Officials occupyi the trainer’s bench Colour of strip Signed ……………………………................................... Position ……………………………………………....…...... 271 Shirt No. Name Shirt No. Name Replaced Time ng Name Job Title Shirt Shorts Stockings Goalkeeper’s Shirt Goalkeeper’s Stockings
Premier League Form 10 Gate Statement (Rule L.38) Season 20...... 20...... Date of Match ........................................................ Home Club ....................................................... F.C. Visiting Club ....................................................... F.C. Signed ……………………………............................ Position ……………………………………………....…. Date ………………………...................................... * including hospitality ** net of VAT 272 Premier League Forms RECEIPTS** Value of ticket sales £ £0 Tickets Issued and Attendance Home Club Visiting Club Total Total No. of tickets issued 0 No. of spectators attending* 0
Premier League Form 11 Notification of Shirt Numbers Allocated by .................................................................. Football Club (Rule M.6) To:The Board The Premier League The shirt numbers allocated to members of our first team squad in Season 20........./20......... are as follows: Shirt No. 1 Name 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 I undertake to give your prompt notice of any deletions from or additions to the above list occurring during the Season. Signed …………………………….................................... Position ……………………………………………....…................. Date ……………………….............................................. 273 Name Shirt No. 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46
Premier League Form 12 Registration of Strips by ...................................................... Football Club (Rule M.17) To: The Board The Premier League I submit herewith samples of our home Strip, alternative Strip(s) and goalkeeper’s Strip for Season 20...... /20...... A brief description of each is as follows: Home Strip Shirts Shorts Stockings Goalkeeper : : : : ................................................................................................................................... ................................................................................................................................... ................................................................................................................................... ................................................................................................................................... Alternative Strip 1 Shirts Shorts Stockings Goalkeeper : : : : ................................................................................................................................... ................................................................................................................................... ................................................................................................................................... ................................................................................................................................... Alternative Strip 2* Shirts Shorts Stockings Goalkeeper : : : : ................................................................................................................................... ................................................................................................................................... ................................................................................................................................... ................................................................................................................................... Signed ……………………………............................ Position ……………………………………………....…. Date ………………………...................................... * delete if inapplicable 274 Premier League Forms
Premier League Form 13 Scout Registration Form (Rule Q.2) Scout’s Particulars Surname ........................................................ Other name(s) ........................................................................ Address.................................................................................................................................................................. ....................................................................................................................... Post Code ..................................... Date of birth ................................................. Application to Register We hereby apply for the above-named to be registered as a Scout whose registration is held by ........................................................ Football Club Signed ................................................................... Authorised Signatory Date ....................................................................... Endorsement by Scout I hereby consent to the above application. I certify that the above particulars are correct. I agree to be bound by the Rules of the Premier League. Signed ................................................................... Date ....................................................................... 275
Premier League Form 14 Safeguarding Roles and Responsibilities (Rules S.3, S.4 and S.21) To:The Board The Premier League From: ............................................................. Football Club The following member of Staff has been designated as the Senior Safeguarding Lead: Name ....................................................................... The following member of Staff has been designated as the Head of Safeguarding: Name ....................................................................... The following member of Staff has been designated as Lead Disclosure Officer: Name ....................................................................... Signed ……………………………............................ Position ……………………………………………....…. Date ………………………...................................... 276 Premier League Forms
Premier League Form 15 English Football League Contract *The Player’s birth certificate must be provided to the League in the case of his first registration. AN AGREEMENT made the (day) ......................... day of (month and year) ........................... Between ............................................... Football Club/Company Limited/Plc whose registered office is at (address) ........................................................................................................................................ .................................................................................................................................................................................... Registered Company No ...................................................... (hereinafter referred to as “the Club”) of the one part and the above-named Player (hereinafter referred to as “the Player”) of the other part WHEREBY it is agreed as follows: 1. Definitions and Interpretation 1.1 The words and phrases below shall have the following meaning. “Associated Company” shall mean any company which is a holding company or subsidiary (each as defined in Section 736 of the Companies Act 1985) of the Club or of any holding company of the Club. “the Board” shall mean the board of directors of the Club for the time being or any duly authorised committee of such board of directors. 277 Player’s surname Player’s forename(s) Present Postal Address FA Copy League Copy Club Copy Player Copy No.
English Football League Contract Form 15 “Club Context” shall mean in relation to any representation of the Player and/or the Player’s Image a representation in connection or combination with the name colours Strip trade marks logos or other identifying characteristics of the Club (including trade marks and logos relating to the Club and its activities which trade marks and logos are registered in the name of and/or exploited by any Associated Company) or in any manner referring to or taking advantage of any of the same. “Club Rules” shall mean the rules or regulations affecting the Player from time to time in force and published by the Club. “Code of Practice” shall mean the Code of Practice from time to time in force and produced jointly by the Football Association Premier League Limited and the PFA in conjunction with the FA. “the FA Rules” shall mean the rules and regulations from time to time in force of the FA and including those of FIFA and UEFA to the extent they relate or apply to the Player or the Club. “the FA” shall mean the Football Association Limited. “FIFA” shall mean the Fédération Internationale de Football Association. “Gross Misconduct” shall mean serious or persistent conduct behaviour activity or omission by the Player involving one or more of the following: (a) (b) (c) (d) theft or fraud; deliberate and serious damage to the Club’s property; use or possession of or trafficking in a Prohibited Substance; incapacity through alcohol affecting the Player’s performance as a player; breach of or failure to comply with of any of the terms of this contract (e) or such other similar or equivalent serious or persistent conduct behaviour activity or omission by the Player which the Board reasonably considers to amount to gross misconduct. “Holiday Year” shall mean a period of twelve months from 1st July in one year to 30th June in the next year. “Intermediary” means any person who qualifies as an Intermediary for the purposes of the FA Regulations on Working with Intermediaries as they may be amended from time to time. 278 Premier League Forms
English Football League Contract Form 15 “International Club” shall mean any association football club that does not participate in a league competition sanctioned by or otherwise affiliated to the FA. “International Loan Agreement” shall mean a loan agreement signed between a Transferor Club and an International Club. “Internet” shall mean the global network of computer systems using TCP/IP protocols including (without limitation) the World Wide Web. “the Laws of the Game” shall mean the laws from time to time in force governing the game of association football as laid down by the International Football Association Board (as defined in the statutes of FIFA). “the League” shall mean the football league of which the Club is a member from time to time. “the League Rules” shall mean the rules or regulations from time to time in force of the League. “Manager” shall mean the official of the Club responsible for selecting the Club’s first team. “Media” shall mean any and all media whether now existing or hereafter invented including but not limited to any print and/or paper medium broadcast satellite or cable transmission and any visual and/or audio medium and including but not limited to the Internet any television or radio channel Website webcast and/or any transmission made by any mobile or mobile telephony standard or technology or other media or broadcasting service. “PFA” shall mean the Professional Footballers Association. “Permanent Incapacity” shall mean either (a) “Permanent Total Disablement” as defined in the League’s personal accident insurance scheme or (b) incapacity of the Player by reason of or resulting from any injury or illness (including mental illness or disorder) where in the written opinion of an appropriately qualified medical consultant instructed by the Club (“the Initial Opinion”) and (if requested in writing either by the Club at any time or by the Player at any time but not later than twenty one days after receipt from the Club of notice in writing terminating this contract pursuant to clause 8.1) of a further such consultant approved or proposed by the Player (and in the absence of either an approval or proposal within 28 days of the request nominated on the application of either party by 279
English Football League Contract Form 15 the President (“the President”) for the time being of the Royal College of Surgeons) (“the Further Opinion”) the Player will be unlikely by reason of such incapacity to play football to the same standard at which the Player would have played if not for such incapacity for a consecutive period of not less than twenty months commencing on the date of commencement of the incapacity PROVIDED that if the Initial Opinion and the Further Opinion disagree with one another then if the Further Opinion was given by a consultant nominated by the President it shall prevail but if not then a third opinion (“the Third Opinion”) from a consultant nominated by the President may be obtained on the application of either party and that opinion shall be final and binding for the purposes of this definition. “Player’s Image” shall mean the Player’s name nickname fame image signature voice and film and photographic portrayal virtual and/or electronic representation reputation replica and all other characteristics of the Player including his shirt number. “Player Injury” shall mean any injury or illness (including mental illness or disorder) other than any injury or illness which is directly caused by or results directly from a breach by the Player of his obligations under clause 3.2.1 of this contract or of any other of his obligations hereunder amounting to Gross Misconduct. “Prohibited Substance” shall have the meaning set out in the FA Rules. “the Rules” shall mean the statutes and regulations of FIFA and UEFA the FA Rules the League Rules the Code of Practice and the Club Rules. “Strip” shall mean all versions from time to time of the Club’s official football clothing including shirts shorts socks and/or training kit track suits headwear and/or any other clothing displaying the Club’s name and/or official logo. “UEFA” shall mean the Union des Associations Européennes de Football. “Website” shall mean a site forming part of the Internet with a unique URL/ domain name. 1.2 For the purposes of this contract and provided the context so permits: 1.2.1 the singular shall include the plural and vice versa and any gender includes any other gender; 280 Premier League Forms
English Football League Contract Form 15 1.2.2 references to person shall include any entity business firm or unincorporated association; and 1.2.3 references to statutory enactments or to the Rules shall include re-enactments and amendments of substantially the same intent as the original referenced enactment or Rule. 1.3 The headings of this contract are for convenience only and not interpretation. 1.4 In the event of any dispute as to the interpretation of any of the provisions of this contract reference shall be made (where appropriate) for clarification to the Code of Practice but so that in the event of any conflict the provisions of this contract shall prevail. Subject thereto wherever specific reference to the Code of Practice is made in this contract the relevant terms and provisions thereof are deemed incorporated herein as if set out in full. 2. Appointment and duration 2 .1 The Club engages the Player as a professional footballer on the terms and conditions of this contract and subject to the Rules. 2.2 This contract shall remain in force until the date specified in clause 2 of Schedule 2 hereto subject to any earlier determination pursuant to the terms of this contract. 3. Duties and Obligations of the Player 3.1 The Player agrees: 3.1.1 when directed by an authorised official of the Club: 3.1.1.1 to attend matches in which the Club is engaged; 3.1.1.2 to participate in any matches in which he is selected to play for the Club; and 3.1.1.3 to attend at any reasonable place for the purposes of and to participate in training and match preparation; 3.1.2 to play to the best of his skill and ability at all times; 3.1.3 except to the extent prevented by injury or illness to maintain a high standard of physical fitness at all times and not to indulge in any activity sport or practice which might endanger such fitness or inhibit his mental or physical ability to play practise or train; 281
English Football League Contract Form 15 3.1.4 to undertake such other duties and to participate in such other activities as are consistent with the performance of his duties under clauses 3.1.1 to 3.1.3 and as are reasonably required of the Player; 3.1.5 that he has given all necessary authorities for the release to the Club of his medical records and will continue to make the same available as requested by the Club from time to time during the continuance of this contract; 3.1.6 to comply with and act in accordance with all lawful instructions of any authorised official of the Club; 3.1.7 to play football solely for the Club or as authorised by the Club or as required by the Rules; 3.1.8 to observe the Laws of the Game when playing football; 3.1.9 to observe the Rules but in the case of the Club Rules to the extent only that they do not conflict with or seek to vary the express terms of this contract; 3.1.10 to submit promptly to such medical and dental examinations as the Club may reasonably require and to undergo at no expense to himself such treatment as may be prescribed by the medical or dental advisers of the Club or the Club’s insurers; 3.1.11 on the termination of this contract for any cause to return to the Club in a reasonable and proper condition any property (including any car) which has been provided or made available by the Club to the Player in connection with his employment. 3.2 The Player agrees that he shall not: 3.2.1 undertake or be involved in any activity or practice which will knowingly cause to be void or voidable or which will invoke any exclusion of the Player’s cover pursuant to any policy of insurance maintained for the benefit of the Club on the life of the Player or covering his physical well-being (including injury and incapacity and treatment thereof); 3.2.2 when playing or training wear anything (including jewellery) which is or could be dangerous to him or any other person; 3.2.3 except to the extent specifically agreed in writing between the Club and the Player prior to the signing of this contract use as his regular 282 Premier League Forms
English Football League Contract Form 15 place of residence any place which the Club reasonably deems unsuitable for the performance by the Player of his duties other than temporarily pending relocation; 3.2.4 undertake or be engaged in any other employment or be engaged or involved in any trade business or occupation or participate professionally in any other sporting or athletic activity without the prior written consent of the Club PROVIDED THAT this shall not: 3.2.4.1 prevent the Player from making any investment in any business so long as it does not conflict or interfere with his obligations hereunder; or 3.2.4.2 limit the Player’s rights under clauses 4 and 6.1.8; 3.2.5 knowingly or recklessly do write or say anything or omit to do anything which is likely to bring the Club or the game of football into disrepute cause the Player or the Club to be in breach of the Rules or cause damage to the Club or its officers or employees or any match official. Whenever circumstances permit the Player shall give to the Club reasonable notice of his intention to make any contributions to the public media in order to allow representations to be made to him on behalf of the Club if it so desires; 3.2.6 except in the case of emergency arrange or undergo any medical treatment without first giving the Club proper details of the proposed treatment and physician/surgeon and requesting the Club’s consent which the Club will not unreasonably withhold having due regard to the provisions of the Code of Practice. 4. Community public relations and marketing 4.1 For the purposes of the promotional community and public relations activities of the Club and/or (at the request of the Club) of any sponsors or commercial partners of the Club and/or of the League and/or of any main sponsors of the League the Player shall attend at and participate in such events as may reasonably be required by the Club including but not limited to appearances and the granting of interviews and photographic opportunities as authorised by the Club. The Club shall give reasonable notice to the Player of the Club’s requirements and the Player shall make himself available for up to six hours per week of which approximately half shall be devoted to the community and public relations activities of the 283
English Football League Contract Form 15 Club. No photograph of the Player taken pursuant to the provisions of this clause 4.1 shall be used by the Club or any other person to imply any brand or product endorsement by the Player. 4.2 Whilst he is providing or performing the services set out in this contract (including travelling on Club business) the Player shall: 4.2.1 wear only such clothing as is approved by an authorised official of the Club; and 4.2.2 not display any badge mark logo trading name or message on any item of clothing without the written consent of an authorised official of the Club provided that nothing in this clause shall prevent the Player wearing and/or promoting football boots and in the case of a goalkeeper gloves of his choice. 4.3 Subject in any event to clause 4.4 and except to the extent of any commitments already entered into by the Player as at the date hereof or when on international duty in relation to the Players’ national football association UEFA or FIFA he shall not (without the written consent of the Club) at any time during the term of this contract do anything to promote endorse or provide promotional marketing or advertising services or exploit the Player’s Image either (a) in relation to any person in respect of such person’s products brand or services which conflict or compete with any of the Club’s club branded or football related products (including the Strip) or any products brand or services of the Club’s two main sponsors/commercial partners or of the League’s one principal sponsor or (b) for the League 4.4 The Player agrees that he will not either on his own behalf or with or through any third party undertake promotional activities in a Club Context nor exploit the Player’s Image in a Club Context in any manner and/or in any Media nor grant the right to do so to any third party. 4.5 Except to the extent specifically herein provided or otherwise specifically agreed with the Player nothing in this contract shall prevent the Player from undertaking promotional activities or from exploiting the Player’s Image so long as: 4.5.1 the said promotional activities or exploitation do not interfere or conflict with the Player’s obligations under this contract; and 4.5.2 the Player gives reasonable advance notice to the Club of any 284 Premier League Forms
English Football League Contract Form 15 intended promotional activities or exploitation. 4.6 The Player hereby grants to the Club the right to photograph the Player both individually and as a member of a squad and to use such photographs and the Player’s Image in a Club Context in connection with the promotion of the Club and its playing activities and the promotion of the League and the manufacture sale distribution licensing advertising marketing and promotion of the Club’s club branded and football related products (including the Strip) or services (including such products or services which are endorsed by or produced under licence from the Club) and in relation to the League’s licensed products services and sponsors in such manner as the Club may reasonably think fit so long as: 4.6.1 the use of the Player’s photograph and/or Player’s Image either alone or with not more than two other players at the Club shall be limited to no greater usage than the average for all players regularly in the Club’s first team; 4.6.2 the Player’s photograph and/or Player’s Image shall not be used to imply any brand or product endorsement by the Player; and 4.6.3 PROVIDED that all rights shall cease on termination of this contract save for the use and/or sale of any promotional materials or products as aforesaid as shall then already be manufactured or in the process of manufacture or required to satisfy any outstanding orders. 4.7 In its dealings with any person permitted by the Club to take photographs of the Player the Club shall use reasonable endeavours to ensure that the copyright of the photographs so taken is vested in the Club and/or that no use is made of the said photographs without the Club’s consent and in accordance with the provisions of this contract. 4.8 The Player shall be entitled to make a responsible and reasonable reply or response to any media comment or published statements likely to adversely affect the Player’s standing or reputation and subject as provided for in clause 3.2.5 to make contributions to the public media in a responsible manner. 4.9 In this clause 4 where the context so admits the expression “the Club” includes any Associated Company of the Club but only to the extent and in the context that such company directly or indirectly provides facilities to 285
English Football League Contract Form 15 or undertakes commercial marketing or public relations activities for the Club and not so as to require the consent of any Associated Company when consent of the Club is required. 4.10For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this clause 4 is intended to nor does it give to the League any right to enforce any of its provisions against the Club or the Player. 4.11Nothing in this clause 4 shall prevent the Club from entering into other arrangements additional or supplemental hereto or in variance hereof in relation to advertising marketing and/or promotional services with the Player or with or for all or some of the Club’s players (including the Player) from time to time. Any other such arrangements which have been agreed as at the date of the signing of this contract and any image contract or similar contract required to be set out in this contract by the League Rules are set out in Schedule 2 paragraph 13. 5. Remuneration and expenses 5.1 Throughout his engagement the Club shall pay to the Player the remuneration and shall provide the benefits (if any) as are set out in Schedule 2. 5.2 The Club shall reimburse the Player all reasonable hotel and other expenses wholly and exclusively incurred by him in or about the performance of his duties under this contract PROVIDED that the Player has obtained the prior authorisation of a director the Manager or the secretary of the Club and the Player furnishes the Club with receipts or other evidence of such expenses. 5.3 The Club may deduct from any remuneration payable to the Player: 5.3.1 any monies disbursed and/or liabilities incurred by the Club on behalf of the Player with the Players prior consent; 5.3.2 any other monies (but not claims for damages or compensation) which can be clearly established to be properly due from the Player to the Club. 5.4 If at a Disciplinary hearing conducted under Part 1 of Schedule 1 hereto a fine is imposed on a player calculated by reference to the Player’s weekly wage, the fine shall take the form of a forfeiture of wages of a corresponding amount so that the amount forfeit shall not become payable to the Player. The forfeiture shall take effect in relation to the monthly instalment of the Player’s remuneration falling due next after the date on which the notice 286 Premier League Forms
English Football League Contract Form 15 of the decision is given to him (“Pay Day”). But see clause 5.5 dealing with appeals. For the avoidance of doubt, the amount forfeit is the gross amount of the weekly wage. 5.5 If on Pay Day the time for appealing has not expired or if notice of appeal has been given, the reference to Pay Day shall be to the day on which the monthly instalment of remuneration becomes payable next after (i) the expiry of the time for appealing without any appeal having been made or (ii) if an appeal is made, the date on which the outcome of the appeal is notified to the Player. In the case of an appeal, the amount that is forfeit shall be the amount (if any) determined on appeal. 6. Obligations of the Club 6.1 The Club shall: 6.1.1 observe the Rules all of which (other than the Club Rules) shall take precedence over the Club Rules; 6.1.2 provide the Player each year with copies of all the Rules which affect the Player and of the terms and conditions of any policy of insurance in respect of or in relation to the Player with which the Player is expected to comply; 6.1.3 promptly arrange appropriate medical and dental examinations and treatment for the Player at the Club’s expense in respect of any injury to or illness (including mental illness or disorder) of the Player save where such injury or illness is caused by an activity or practice on the part of the Player which breaches clause 3.2.1 hereof in which case the Club shall only be obliged to arrange and pay for treatment to the extent that the cost thereof remains covered by the Club’s policy of medical insurance or (if the Club does not maintain such a policy) then to the extent that it would remain covered by such a policy were one maintained upon normal industry terms commonly available within professional football and so that save as aforesaid this obligation shall continue in respect of any examinations and/ or treatment the necessity for which arose during the currency of this contract notwithstanding its subsequent expiry or termination until the earlier of completion of the necessary examinations and/ or prescribed treatment and a period of eighteen months from the date of expiry or termination hereof; 6.1.4 The Club shall use all reasonable endeavours to ensure that any 287
English Football League Contract Form 15 policy of insurance maintained by the Club for the benefit of the Player continues to provide cover for any examinations and/or treatment as are referred to in clause 6.1.3 until completion of any such examinations and/or treatment; 6.1.5 comply with all relevant statutory provisions relating to industrial injury and any regulations made pursuant thereto; 6.1.6 at all times maintain and observe a proper health and safety policy for the security safety and physical well being of the Player when carrying out his duties under this contract; 6.1.7 in any case where the Club would otherwise be liable as employer for any acts or omissions of the Player in the lawful and proper performance of his playing practising or training duties under this contract defend the Player against any proceedings threatened or brought against him at any time arising out of the carrying out by him of any such acts or omissions and indemnify him from any damages awarded and this obligation and indemnity shall continue in relation to any such acts or omissions during the currency of this contract notwithstanding its expiry or termination before such proceedings are threatened and/or brought; 6.1.8 give the Player every opportunity compatible with his obligations under this contract to follow any course of further education or vocational training which he wishes to undertake and give positive support to the Player in undertaking such education and training. The Player shall supply the Footballer’s Further Education and Vocational Training Society with particulars of any courses undertaken by him; and 6.1.9 release the Player as required for the purposes of fulfilling the obligations in respect of representative matches to his national association pursuant to the statutes and regulations of FIFA. 6.2 The Club shall not without the consent in writing of the Player: 6.2.1 take or use or permit to be used photographs of the Player for any purposes save as permitted by clause 4; or 6.2.2 use or reveal the contents of any medical reports or other medical information regarding the Player obtained by the Club save for the purpose of assessing the Player’s health and fitness obtaining 288 Premier League Forms
English Football League Contract Form 15 medical and insurance cover and complying with the Club’s obligations under the Rules. 7. Injury and Illness 7.1 Any injury to or illness of the Player shall be reported by him or on his behalf to the Club immediately and the Club shall keep a record of such injury or illness. 7.2 In the event that the Player shall become incapacitated from playing by reason of any injury or illness (including mental illness or disorder) the Club shall pay to the Player during such period of incapacity or the period of this contract (whichever is the shorter) the following amounts of remuneration for the following periods: 7.2.1 in the case of a Player Injury his basic wage over the first eighteen months and one half of his basic wage for the remainder of his period of incapacity; 7.2.2 in the case of any other injury or illness his basic wage over the first twelve months and one half of his basic wage for the remainder of his period of incapacity. 7.3 In each case specified in clause 7.2 above there shall be paid to the Player in addition to his basic wage all or the appropriate share of any bonus payments if and to the extent that payment or provision for continuation of the same is specifically provided for in Schedule 2 or in the Club’s Bonus Scheme. 7.4 The payments made by the Club pursuant to clause 7.2 shall be deemed to include all and any statutory sick pay and/or any other state benefits payable by reference to sickness to which the Player may be entitled. 7.5 Nothing in this clause 7 shall reduce or vary the entitlement of the Player to signing on fees and/or loyalty payments or any other payments of a similar nature due to him under this Contract. 8. Permanent or Prolonged Incapacity 8.1 In the event that: 8.1.1 the Player shall suffer Permanent Incapacity; or 8.1.2 the Player has been incapacitated from playing by reason of or resulting from the same injury or illness (including mental illness or 289
English Football League Contract Form 15 disorder) for a period (consecutive or in the aggregate) amounting to eighteen months in any consecutive period of twenty months; the Club shall be entitled to serve a notice upon the Player terminating this contract. 8.2 The length of such notice shall be twelve months in the case of an incapacity by reason of a Player Injury and six months in every other case. 8.3 The notice referred to in clause 8.1 may be served at any time after: 8.3.1 the date on which the Player is declared to be suffering Permanent Total Disablement under the terms of the League’s personal accident insurance scheme; or 8.3.2 the date on which such Permanent Incapacity is established by the Initial Opinion; or 8.3.3 in the case of any incapacity as is referred to in 8.1.2 the date on which the period of incapacity shall exceed eighteen months as aforesaid but so that the right to terminate pursuant to clause 8.1.2 shall only apply while such incapacity shall continue thereafter. 8.4 In the event that after the service of any notice pursuant to clause 8.1.1 Permanent Incapacity is not confirmed by the Further Opinion (if requested) or (where relevant) by the Third Opinion then such notice shall lapse and cease to be of effect. 8.5 In the case of any notice of termination given under this clause 8 the Club shall be entitled by further notice on or after serving notice of termination to terminate this contract forthwith on paying to the Player at the time of such termination the remainder of his remuneration and any other sums properly due to him under this contract and the value of any other benefits which would be payable or available to the Player during the remainder of the period of his notice of termination provided always that the Club’s obligations pursuant to clause 6.1.3 shall continue to apply during the remainder of the said notice period and for any further relevant period as provided therein. 8.6 Where the Club has made payment to the Player during any period of incapacity owing to illness or injury and the Player’s absence is due to the action of a third party other than of another club player or match official in relation to any damage or injury sustained on or about the field of play 290 Premier League Forms
English Football League Contract Form 15 or during training or practising giving the Player a right of recovery against that third party then if the Player makes any claim against such third party the Player must where he is reasonably able to do so include as part of such claim from such third party a claim for recovery of any such payment and upon successful recovery repay to the Club the lesser of the total of the remuneration paid by the Club to the Player during the period of incapacity and the amount of any damages payable to or recovered by the Player in respect of such claim or otherwise by reference to loss of earnings under this contract under any compromise settlement or judgment. Any amounts paid by the Club to the Player in such circumstances shall constitute loans from the Club to be repaid to the Club to the extent aforesaid upon successful recovery as aforesaid. 9. Disciplinary Procedure Except in any case where the Club terminates the Player’s employment pursuant to the provisions of clause 10 hereof (when the procedure set out therein shall apply) the Club shall operate the disciplinary procedure set out in Part 1 of Schedule 1 hereto in relation to any breach or failure to observe the terms of this contract or of the Rules. 10. Termination by the Club 10.1 The Club shall be entitled to terminate the employment of the Player by fourteen days’ notice in writing to the Player if the Player: 10.1.1 shall be guilty of Gross Misconduct; 10.1.2 shall fail to heed any final written warning given under the provisions of Part 1 of Schedule 1 hereto; or 10.1.3 is convicted of any criminal offence where the punishment consists of a sentence of imprisonment of three months or more (which is not suspended). 10.2 If the Club terminates the Player’s employment for any reason under clause 10.1 the Club shall within seven days thereafter notify the Player in writing of the full reasons for the action taken. 10.3 The Player may by notice in writing served on the Club and the League at any time from the date of termination up to fourteen days after receipt by the Player of written notification under clause 10.2 give notice of appeal against the decision of the Club to the League and such appeal shall be determined in accordance with the procedures applicable pursuant to the League Rules. 291
English Football League Contract Form 15 10.4 If the Player exercises his right of appeal the termination of this contract by the Club shall not become effective unless and until it shall have been determined that the Club was entitled to terminate this contract pursuant to clause 10.1 but so that if it is so determined then subject only to clause 10.5.3 the Player shall cease to be entitled to any remuneration or benefits with effect from the expiration of the period of notice referred to in clause 10.3 and any payment made by the Club in respect thereof shall forthwith become due from the Player to the Club. 10.5 Pending the hearing and determination of such appeal the Club may suspend the Player for up to a maximum of six weeks from the date of notice of termination and if the Board so determine such suspension shall be without pay provided that: 10.5.1 the payment due to the Player in respect of the fourteen days’ notice period under clause 10.1 is made to the Player forthwith; 10.5.2 pending the determination of the appeal an amount equal to the remuneration which would otherwise have been due to the Player but for the suspension without pay is paid to an escrow account held by the PFA as and when it would otherwise have become due for payment to the Player and following the determination of the appeal the PFA will either pay the money (including interest earned on the said account) to the Player or return it to the Club according to the appeal decision; 10.5.3 all other benefits for the Player under the provisions of clauses 6.1.3 and 6.1.4 of this contract shall be maintained and remain in force while the appeal is pending; and 10.5.4 during any such period of suspension the Club shall be under no obligation to assign to the Player any playing training or other duties and shall be entitled to exclude the Player from the Club’s premises including its ground and training ground. 10.6 Upon any termination of this contract by the Club becoming operative the Club shall forthwith release the Player’s registration. 11.Termination by the Player 11.1The Player shall be entitled to terminate this contract by fourteen days’ notice in writing to the Club if the Club: 292 Premier League Forms
English Football League Contract Form 15 11.1.1shall be guilty of serious or persistent breach of the terms and conditions of this contract; or 11.1.2fails to pay any remuneration or other payments or bonuses due to the Player or make available any benefits due to him as it or they fall due or within fourteen days thereafter and has still failed to make payment in full or make the benefits available by the expiry of the said fourteen days’ notice. 11.2 The Club may within fourteen days of receipt of any notice of termination of this contract by the Player in accordance with clause 11.1 give written notice of appeal against such termination to the Player and to the League which shall hear such appeal in accordance with procedures applicable pursuant to the League Rules. 11.3 If the Club exercises its right of appeal pursuant to clause 11.2 the termination of this contract shall not become operative unless and until it shall have been determined that the Player was entitled to terminate this contract pursuant to clause 11.1. 11.4 Upon any termination of this contract by the Player becoming operative the Club shall forthwith release the Player’s registration. 12.Grievance Procedure In the event that the Player has any grievance in connection with his employment under this contract the grievance procedures set out in Part 2 of the Schedule 1 hereto shall be available to the Player. 13.Representation of Player In any disciplinary or grievance procedure the Player shall be entitled to be accompanied by or represented by his Club captain or a PFA delegate and/or any officer of the PFA. 14.Holidays For each Holiday Year the Player shall be entitled to take in the aggregate the equivalent of five weeks paid holiday to be taken at a time or times and for such days during the Holiday Year as shall be determined by the Club but so that (subject to the Club’s first team and any international commitments) the Club shall not unreasonably refuse to permit the Player to take three of such weeks consecutively. Holidays not taken during any Holiday Year (or subject to agreement by the Club within one month of the end of such Holiday Year) may not be carried forward into any subsequent Holiday Year. 293
English Football League Contract Form 15 15.Survival The provisions of this contract shall remain in full force and effect in respect of any act or omission of either party during the period of this contract notwithstanding the termination of this contract. 16.Confidentiality This contract is to be treated as being private and confidential and its contents shall not be disclosed or divulged either directly or indirectly to any person firm or company whatsoever either by the Club the Player or any Intermediary of the Club or the Player except: 16.1 with the prior written agreement of both the Club and the Player; or 16.2 as may be required by any statutory regulatory governmental or quasi governmental authorities or as otherwise required by law or pursuant to the Rules including (where appropriate) any recognised stock exchange; or 16.3 in the case of the Player to his duly appointed Intermediary and professional advisers including the PFA; or 16.4 in the case of the Club to its duly appointed Intermediary and its professional advisers or to such of its directors secretary servants or representatives or auditors to whom such disclosure is strictly necessary for the purposes of their duties and then only to the extent so necessary. 17.Arbitration Any dispute between the Club and the Player not provided for in clauses 9, 10, 11,12 and Schedule 1 hereof shall be referred to arbitration in accordance with the League Rules or (but only if mutually agreed by the Club and the Player) in accordance with the FA Rules. 18.Specificity of Football The parties hereto confirm and acknowledge that this contract the rights and obligations undertaken by the parties hereto and the fixed term period thereof reflect the special relationship and characteristics involved in the employment of football players and the participation by the parties in the game of football pursuant to the Rules and the parties accordingly agree that all matters of dispute in relation to the rights and obligations of the parties hereto and otherwise pursuant to the Rules including as to termination of this contract and any compensation payable in respect of termination or breach thereof shall be submitted to and the parties hereto accept the jurisdiction and all appropriate determinations of such tribunal panel or other body (including pursuant to any appeal therefrom) pursuant to the provisions of and in accordance with the procedures and practices under this contract and the Rules. 294 Premier League Forms
English Football League Contract Form 15 19. Severance 19.1 If the Player shall not make an application to an Employment Tribunal for compensation in respect of unfair dismissal or redundancy as a result of not being offered a new contract either on terms at least as favourable as under this contract or at all then the following provisions of this clause 19 shall take effect. 19.2 If by the expiry of this contract the Club has not made to the Player an offer of re-engagement on terms at least as favourable to the Player as those applicable over the last twelve months of this contract (or the length of this contract if shorter) then subject to clauses 19.1 and 19.3 the Player shall continue to receive from his Club (as a separate payment representing compensation as more particularly referred to in the Code of Practice) a payment equal to his weekly basic wage (at the average amount of his weekly wage over the preceding 12 months of this contract or the whole of this contract if shorter) for a period of one month from the expiry of this contract or until the Player signs for another club whichever period is the shorter provided that where the Player signs for another club within that period of one month at a lower basic wage than such average then such payment shall in addition include a sum equal to the shortfall in such basic wage for the remainder of such period; 19.3 The maximum amount payable to the Player under sub-clause 19.2 is double the maximum sum which an Employment Tribunal can award from time to time as a compensatory award for unfair dismissal. 20. Miscellaneous 20.1 This contract and the documents referred to herein constitute the entire agreement between the Club and the Player and supersede any and all preceding agreements between the Club and the Player. 20.2 The further particulars of terms of employment not contained in the body of this contract which must be given to the Player in compliance with Part 1 of the Employment Rights Act 1996 are given in Schedule 2. 20.3 This contract is signed by the parties hereto in duplicate so that for this purpose each signed agreement shall constitute an original but taken together they shall constitute one agreement. 20.4 For the purposes of the Data Protection Act 1998 the Player consents to the 295
English Football League Contract Form 15 Club the League PFA and FA collecting Personal Data including Sensitive Personal Data (both as defined in the said Act) about the Player. The Club’s Data Protection Policy can be found in the Club’s employee handbook. 21.Jurisdiction and Law This contract shall be governed by and construed in accordance with English law and the parties submit to the non exclusive jurisdiction of the English Courts. 296 Premier League Forms
English Football League Contract Form 15 Schedule 1 Part 1 Disciplinary Procedure and Penalties 1. Introduction The disciplinary procedure aims to ensure that the Club behaves fairly in investigating and dealing with allegations of unacceptable conduct with a view to helping and encouraging all employees of the Club to achieve and maintain appropriate standards of conduct and performance. The Club nevertheless reserves the right to depart from the precise requirements of its disciplinary procedure where the Club considers it expedient to do so and where the Player’s resulting treatment is no less fair. 2. Records All cases of disciplinary action under this procedure will be recorded and placed in the Club’s records until deleted in accordance with paragraph 4.2. A copy of the Club’s disciplinary records concerning the Player will be supplied to the Player at his request. 3. The Procedure The following steps will be taken as appropriate in all cases of disciplinary action: 3.1 Investigation No action will be taken before a proper investigation has been undertaken by the Club into the matter complained of. If the Club determines the same to be appropriate the Club may by written notice suspend the Player for up to fourteen days while the investigation takes place. If the Player is so suspended this contract will continue together with all the Player’s rights under it including the payment of the Player’s remuneration and benefits but during the period of suspension the Player will not be entitled to access to any of the Club’s premises except at the prior request or with the prior consent of the Club and subject to such conditions as the Club may impose. The decision to suspend the Player will be notified in writing to the Player by the Club. 297
English Football League Contract Form 15 3.2 Disciplinary Hearing 3.2.1 If the Club decides to hold a disciplinary hearing about the matter complained of the Player will be given full details in writing of the complaint against him and reasonable notice of the date and time of the hearing. At the hearing the Player will be given an opportunity to state his case either personally or through his representative as provided for in clause 13 of this contract. 3.2.2 Subject as provided in paragraph 3.2.3 no disciplinary penalty will be imposed without first giving the Player the opportunity to state his case to the Manager or if the Player so requests to a director of the Club and where the Club considers it appropriate or where the Player requests the same without a disciplinary hearing. 3.2.3 A disciplinary hearing may proceed in the Player’s absence and a disciplinary penalty may be imposed if he fails to appear at such hearing after having received proper notice thereof. 3.3 Appeals 3.3.1 The Player shall have a right of appeal to the Board against any disciplinary decision. The Player should inform the Board in writing of his wish to appeal within fourteen days of the date of notification to him of the decision which forms the subject of such appeal. The Board will conduct an appeal hearing as soon as possible thereafter at which the Player will be given a further opportunity to state his case. The decision of the Board will be notified to the Player in writing within seven days and subject to paragraph 3.3.2 will be final and binding under this procedure. 3.3.2 In the event of any sanction being imposed or confirmed in excess of an oral warning the Player may by notice in writing served on the Club and the League within fourteen days of receipt by the Player of written notification of the decision of the Board give notice of appeal against it to the League who will determine the matter in accordance with the League Rules. 3.3.3 If the Player exercises any right of appeal as aforesaid any sanction imposed by the Club upon the Player shall not take effect until the appropriate appeal has been determined and the sanction confirmed varied or revoked as the case may be. 298 Premier League Forms
English Football League Contract Form 15 4. Disciplinary Penalties 4.1 At a disciplinary hearing or on an appeal against a disciplinary decision the Club may dismiss the allegation or if it is proved to the Club’s satisfaction may: 4.1.1 give an oral warning a formal written warning or after a previous warning or warnings a final written warning to the Player; 4.1.2 impose a fine not exceeding the amount of the Player’s basic wage for a period of up to two weeks for a first offence (unless otherwise approved by the PFA in accordance with the Code of Practice) and up to four weeks for subsequent offences in any consecutive period of twelve months but only in accordance with the provisions of the Code of Practice; 4.1.3 order the Player not to attend at any of the Club’s premises for such period as the Club thinks fit not exceeding four weeks; 4.1.4 in any circumstances which would entitle the Club to dismiss the Player pursuant to any of the provisions of clause 10 of this contract dismiss the Player or impose such other disciplinary action (including suspension of the Player and/or a fine of all or part of the amount of the Player’s basic wage for a period not exceeding six weeks). 4.2 Any warning or sanction given under this disciplinary procedure will be deleted in the Club’s records after twelve months. Part 2 Grievance Procedures 1. The Player shall bring any grievance informally to the notice of the Manager in the first instance. The Player may be required by the Manager to put any such grievance in writing. Having enquired into such grievance the Manager will then notify the Player of his decision. 2. If the grievance is not determined by the Manager to the Player’s satisfaction the Player may within fourteen days thereafter serve formal notice of the grievance in writing on the secretary of the Club and the matter shall thereupon be determined by the chairman of the Club or by the Board as soon as possible and in any event within four weeks of the receipt of the notice. 299
English Football League Contract Form 15 Schedule 2 – Insert Player’s Name…........................................... Supplemental Provisions and Employment Rights Act 1996 The following provisions shall apply to supplement the provisions of this contract and the information as set out herein in order to comply with the requirements of Part 1 of the Employment Rights Act 1996. 1. The Player’s employment with the Club began on 2. The date of termination of this contract is 30 June 20 3. No employment with a previous employer shall count as part of the Player’s continuous period of employment hereunder. 4. The Player’s hours of work are such as the Club may from time to time reasonably require of him to carry out his duties and the Player shall not be entitled to any additional remuneration for work done outside normal working hours. 5. The place of employment shall be at the Club’s ground and training ground but the Club shall be entitled to require the Player to play and to undertake his duties hereunder at any other place throughout the world. 6. No contracting out certificate pursuant to the Pensions Scheme Act 1993 is in force in respect of the Player’s employment under this contract. 7. The Professional Footballers’ Pension Scheme 7.1 Immediately on signing this contract, the Player shall: 7.1.1 be automatically enrolled as; or 7.1.2 or continue to be; a member of the 2011 Section of the Professional Footballers’ Pension Scheme (the “Scheme”) and shall remain so during the continuance of his employment hereunder unless he: 7.1.3 notifies the Scheme Administrator in writing that he wishes to opt out of the Scheme; 7.1.4 has previously registered with HM Revenue & Customs for Fixed or Enhanced Protection; or 300 Premier League Forms
English Football League Contract Form 15 7.1.5 joins an International Club on a temporary basis by way of International Loan Agreement (in which case his entitlement to membership of the Scheme shall be suspended for the duration of that International Loan Agreement); or 7.1.6 is otherwise ineligible for membership of the Scheme in accordance with the terms of the Scheme’s definitive trust deed and rules as amended from time to time. 7.2 For as long as the Player remains a member of the 2011 Section, an annual contribution (funded by the levy on transfer fees) will be paid into the Scheme for the benefit of the Player. The annual contribution shall be £5,208 or such other amount as determined by the Trustees of the Scheme from time to time. 7.3 The Player shall not be required to contribute to the 2011 Section but may elect to contribute such amount as he notifies to the Scheme Administrator in writing. Where a Player decides to contribute to the 2011 Section he can agree with his Club and the Scheme Administrator for the contribution to be made through a salary sacrifice arrangement. 7.4 Where, by virtue of previous membership of the Scheme, the Player has built up benefits under its Cash Section and/or Income Section, those benefits are frozen and will be revalued until his retirement from the Scheme. The Player shall be entitled to such benefits (including death benefits) from each section of the Scheme in which he has participated on such conditions as are set out in the Scheme’s definitive trust deed and rules as amended from time to time. 7.5 The Player further agrees that the Club may disclose his name, address, gender, date of birth, National Insurance number, salary information and dates of commencement and termination of employment to the League and the administrators of the Scheme for the purposes of facilitating the administration of the Scheme. 301
English Football League Contract Form 15 8. Remuneration The Player’s remuneration shall be: 8.1 Basic Wage: £.........................per week/per annum payable by monthly instalments in arrear from....................................to.................................... £.........................per week/per annum payable by monthly instalments in arrear from....................................to.................................... £.........................per week/per annum payable by monthly instalments in arrear from....................................to.................................... £.........................per week/per annum payable by monthly instalments in arrear from....................................to.................................... £.........................per week/per annum payable by monthly instalments in arrear from....................................to.................................... 8.2 Such of the bonuses and incentives as the Player shall be entitled to receive under the terms of the Club’s bonus and incentive scheme as are set out below/a copy of which is annexed hereto. .......................................................................................................................................................... 8.3 Any other payments as follows: .......................................................................................................................................................... 9. Insurances (if any) maintained for the benefit of the Player subject to the terms and conditions thereof during currency of this contract the premiums of which are paid by the Club. Nature of Policy Amount ....................................................................... ....................................................................... 302 Premier League Forms
English Football League Contract Form 15 10. Benefits (if any) to be provided to the Player during the currency of this contract ....................................................................................................................................................................... ....................................................................................................................................................................... ....................................................................................................................................................................... 11. The Player’s normal retirement age is 35 years. 12. The terms and conditions of this contract form part of a number of collective agreements between the Club (through the League) and the Player (through the PFA) affecting the Player’s employment and full details thereof are set out in the Code of Practice. 13 (If applicable) The following provisions which are additional or supplemental to those set out in clause 4 have been agreed between the Club and the Player as referred to in clause 4.11. ....................................................................................................................................................................... ....................................................................................................................................................................... ....................................................................................................................................................................... 14. Any other provisions: ....................................................................................................................................................................... ....................................................................................................................................................................... ....................................................................................................................................................................... 303
English Football League Contract Form 15 SIGNED by the Player ………………………………………………………............................ in the presence of: ............................................................................................................... (Witness signature) ………………………………………………………………………………. (Address) ............................................................................................................................... Occupation ............................................................................................................................ SIGNED by the Player’s parent or guardian (if the player is under 18) ………………………………………………………..……………………………………………. in the presence of: ............................................................................................................... (Witness signature) ……………………………………………………………… (Address) ............................................................................................................................... Occupation ............................................................................................................................ SIGNED by (name)................................................................................................................ for and on behalf of the Club in the presence of: ......................................................................................................................... (Witness signature) ………………………………………………………………………………. (Address) ............................................................................................................................... Occupation ............................................................................................................................ Did Player use the services of an Intermediary yes/no If yes, name of Intermediary............................................................................................................... Signature of Intermediary ……………………………………………………………….………………… Did the Club use the services of an Intermediary yes/no If yes, name of Intermediary ............................................................................................................... Signature of Intermediary………………………………………………………………. ………………… 304 Premier League Forms
Premier League Form 16 Premier League Contract *The Player’s birth certificate must be provided to the League in the case of his first registration. AN AGREEMENT made the (day) ......................... day of (month and year) ........................... Between ............................................... Football Club/Company Limited/Plc whose registered office is at (address) ........................................................................................................................................ .................................................................................................................................................................................... Registered Company No ...................................................... (hereinafter referred to as “the Club”) of the one part and the above-named Player (hereinafter referred to as “the Player”) of the other part 305 Player’s surname Player’s forename(s) Present Postal Address Date of Birth Place of Birth* Nationality National Insurance Number Club for which Player was last registered Club for which Player last played (excluding domestic trial) FA Copy League Copy Club Copy Player Copy No.
Premier League Contract Form 16 WHEREBY it is agreed as follows: 1. Definitions and Interpretation 1.1 The words and phrases below shall have the following meaning. “Associated Company” shall mean any company which is a holding company or subsidiary (each as defined in Section 736 of the Companies Act 1985) of the Club or of any holding company of the Club. “the Board” shall mean the board of directors of the Club for the time being or any duly authorised committee of such board of directors. “Club Context” shall mean in relation to any representation of the Player and/or the Player’s Image a representation in connection or combination with the name colours Strip trade marks logos or other identifying characteristics of the Club (including trade marks and logos relating to the Club and its activities which trade marks and logos are registered in the name of and/or exploited by any Associated Company) or in any manner referring to or taking advantage of any of the same. “Club Rules” shall mean the rules or regulations affecting the Player from time to time in force and published by the Club. “Code of Practice” shall mean the Code of Practice from time to time in force and produced jointly by the Football Association Premier League Limited and the PFA in conjunction with the FA. “the FA Rules” shall mean the rules and regulations from time to time in force of the FA and including those of FIFA and UEFA to the extent they relate or apply to the Player or the Club. “the FA” shall mean the Football Association Limited. “FIFA” shall mean the Fédération Internationale de Football Association. “Gross Misconduct” shall mean serious or persistent conduct behaviour activity or omission by the Player involving one or more of the following: (a) (b) theft or fraud; deliberate and serious damage to the Club’s property; 306 Premier League Forms
Premier League Contract Form 16 (c) (d) use or possession of or trafficking in a Prohibited Substance; incapacity through alcohol affecting the Player’s performance as a player; breach of or failure to comply with of any of the terms of this contract (e) or such other similar or equivalent serious or persistent conduct behaviour activity or omission by the Player which the Board reasonably considers to amount to gross misconduct. “Holiday Year” shall mean a period of twelve months from 1st July in one year to 30th June in the next year. “Intermediary” means any Person who qualifies as an Intermediary for the purposes of the FA Regulations on Working with Intermediaries as they may be amended from time to time. “International Club” shall mean any association football club that does not participate in a league competition sanctioned by or otherwise affiliated to the FA. “International Loan Agreement” shall mean a loan agreement signed between a Transferor Club and an International Club. “Internet” shall mean the global network of computer systems using TCP/IP protocols including (without limitation) the World Wide Web. “the Laws of the Game” shall mean the laws from time to time in force governing the game of association football as laid down by the International Football Association Board (as defined in the statutes of FIFA). “the League” shall mean the football league of which the Club is a member from time to time. “the League Rules” shall mean the rules or regulations from time to time in force of the League. “Manager” shall mean the official of the Club responsible for selecting the Club’s first team. 307
Premier League Contract Form 16 “Media” shall mean any and all media whether now existing or hereafter invented including but not limited to any print and/or paper medium broadcast satellite or cable transmission and any visual and/or audio medium and including but not limited to the Internet any television or radio channel Website webcast and/or any transmission made by any mobile or mobile telephony standard or technology or other media or broadcasting service. “PFA” shall mean the Professional Footballers Association. “Permanent Incapacity” shall mean either (a) “Permanent Total Disablement” as defined in the League’s personal accident insurance scheme or (b) incapacity of the Player by reason of or resulting from any injury or illness (including mental illness or disorder) where in the written opinion of an appropriately qualified medical consultant instructed by the Club (“the Initial Opinion”) and (if requested in writing either by the Club at any time or by the Player at any time but not later than twenty one days after receipt from the Club of notice in writing terminating this contract pursuant to clause 8.1) of a further such consultant approved or proposed by the Player (and in the absence of either an approval or proposal within 28 days of the request nominated on the application of either party by the President (“the President”) for the time being of the Royal College of Surgeons) (“the Further Opinion”) the Player will be unlikely by reason of such incapacity to play football to the same standard at which the Player would have played if not for such incapacity for a consecutive period of not less than twenty months commencing on the date of commencement of the incapacity PROVIDED that if the Initial Opinion and the Further Opinion disagree with one another then if the Further Opinion was given by a consultant nominated by the President it shall prevail but if not then a third opinion (“the Third Opinion”) from a consultant nominated by the President may be obtained on the application of either party and that opinion shall be final and binding for the purposes of this definition. “Player’s Image” shall mean the Player’s name, nickname, fame, image, signature, voice and film and photographic portrayal, virtual and/or electronic representation, reputation, replica and all other characteristics of the Player including his shirt number. 308 Premier League Forms
Premier League Contract Form 16 “Player Injury” shall mean any injury or illness (including mental illness or disorder) other than any injury or illness which is directly caused by or results directly from a breach by the Player of his obligations under clause 3.2.1 of this contract or of any other of his obligations hereunder amounting to Gross Misconduct. “Prohibited Substance” shall have the meaning set out in the FA Rules. “the Rules” shall mean the statutes and regulations of FIFA and UEFA the FA Rules the League Rules the Code of Practice and the Club Rules. “Strip” shall mean all versions from time to time of the Club’s official football clothing including shirts shorts socks and/or training kit track suits headwear and/or any other clothing displaying the Club’s name and/or official logo. “UEFA” shall mean the Union des Associations Européennes de Football. “Website” shall mean a site forming part of the Internet with a unique URL/ domain name. 1.2 For the purposes of this contract and provided the context so permits: 1.2.1 the singular shall include the plural and vice versa and any gender includes any other gender; 1.2.2 references to person shall include any entity business firm or unincorporated association; and 1.2.3 references to statutory enactments or to the Rules shall include re-enactments and amendments of substantially the same intent as the original referenced enactment or Rule. 1.3 The headings of this contract are for convenience only and not interpretation. 1.4 In the event of any dispute as to the interpretation of any of the provisions of this contract reference shall be made (where appropriate) for clarification to the Code of Practice but so that in the event of any conflict the provisions of this contract shall prevail. Subject thereto wherever specific reference to the Code of Practice is made in this contract the relevant terms and provisions thereof are deemed incorporated herein as if set out in full. 309
Premier League Contract Form 16 2. Appointment and duration 2.1 The Club engages the Player as a professional footballer on the terms and conditions of this contract and subject to the Rules. 2.2 This contract shall remain in force until the date specified in clause 2 of Schedule 2 hereto subject to any earlier determination pursuant to the terms of this contract. 3. Duties and Obligations of the Player 3.1 The Player agrees: 3.1.1 when directed by an authorised official of the Club: 3.1.1.1 to attend matches in which the Club is engaged; 3.1.1.2 to participate in any matches in which he is selected to play for the Club; and 3.1.1.3 to attend at any reasonable place for the purposes of and to participate in training and match preparation; 3.1.2 to play to the best of his skill and ability at all times; 3.1.3 except to the extent prevented by injury or illness to maintain a high standard of physical fitness at all times and not to indulge in any activity sport or practice which might endanger such fitness or inhibit his mental or physical ability to play practise or train; 3.1.4 to undertake such other duties and to participate in such other activities as are consistent with the performance of his duties under clauses 3.1.1 to 3.1.3 and as are reasonably required of the Player; 3.1.5 that he has given all necessary authorities for the release to the Club of his medical records and will continue to make the same available as requested by the Club from time to time during the continuance of this contract; 3.1.6 to comply with and act in accordance with all lawful instructions of any authorised official of the Club; 3.1.7 to play football solely for the Club or as authorised by the Club or as required by the Rules; 3.1.8 to observe the Laws of the Game when playing football; 310 Premier League Forms
Premier League Contract Form 16 3.1.9 to observe the Rules but in the case of the Club Rules to the extent only that they do not conflict with or seek to vary the express terms of this contract; 3.1.10 to submit promptly to such medical and dental examinations as the Club may reasonably require and to undergo at no expense to himself such treatment as may be prescribed by the medical or dental advisers of the Club or the Club’s insurers; 3.1.11 on the termination of this contract for any cause to return to the Club in a reasonable and proper condition any property (including any car) which has been provided or made available by the Club to the Player in connection with his employment. 3.2 The Player agrees that he shall not: 3.2.1 undertake or be involved in any activity or practice which will knowingly cause to be void or voidable or which will invoke any exclusion of the Player’s cover pursuant to any policy of insurance maintained for the benefit of the Club on the life of the Player or covering his physical well-being (including injury and incapacity and treatment thereof); 3.2.2 when playing or training wear anything (including jewellery) which is or could be dangerous to him or any other person; 3.2.3 except to the extent specifically agreed in writing between the Club and the Player prior to the signing of this contract use as his regular place of residence any place which the Club reasonably deems unsuitable for the performance by the Player of his duties other than temporarily pending relocation; 3.2.4 undertake or be engaged in any other employment or be engaged or involved in any trade business or occupation or participate professionally in any other sporting or athletic activity without the prior written consent of the Club PROVIDED THAT this shall not: 3.2.4.1 prevent the Player from making any investment in any business so long as it does not conflict or interfere with his obligations hereunder; or 3.2.4.2 limit the Player’s rights under clauses 4 and 6.1.8; 311
Premier League Contract Form 16 3.2.5 knowingly or recklessly do, write or say anything or omit to do anything which is likely to bring the Club or the game of football into disrepute, cause the Player or the Club to be in breach of the Rules or cause damage to the Club or its officers or employees or any match official. Whenever circumstances permit the Player shall give to the Club reasonable notice of his intention to make any contributions to the public media in order to allow representations to be made to him on behalf of the Club if it so desires; 3.2.6 except in the case of emergency arrange or undergo any medical treatment without first giving the Club proper details of the proposed treatment and physician/surgeon and requesting the Club’s consent which the Club will not unreasonably withhold having due regard to the provisions of the Code of Practice. 4. Community, public relations and marketing 4.1 For the purposes of the promotional, community and public relations activities of the Club and/or (at the request of the Club) of any sponsors or commercial partners of the Club and/or of the League and/or of any main sponsors of the League the Player shall attend at and participate in such events as may reasonably be required by the Club, including but not limited to, appearances and the granting of interviews and photographic opportunities as authorised by the Club. The Club shall give reasonable notice to the Player of the Club’s requirements and the Player shall make himself available for up to six hours per week of which approximately half shall be devoted to the community and public relations activities of the Club. No photograph of the Player taken pursuant to the provisions of this clause 4.1 shall be used by the Club or any other person to imply any brand or product endorsement by the Player. 4.2 Whilst he is providing or performing the services set out in this contract (including travelling on Club business), the Player shall: 4.2.1 wear only such clothing as is approved by an authorised official of the Club; and 4.2.2 not display any badge, mark, logo, trading name or message on any item of clothing without the written consent of an authorised official of the Club provided that nothing in this clause shall prevent the Player wearing and/or promoting football boots and, in the case of a goalkeeper, gloves of his choice. 312 Premier League Forms
Premier League Contract Form 16 4.3 Subject in any event to clause 4.4 and except to the extent of any commitments already entered into by the Player as at the date hereof or when on international duty in relation to the Players’ national football association UEFA or FIFA, he shall not (without the written consent of the Club) at any time during the term of this contract do anything to promote, endorse or provide promotional marketing or advertising services or exploit the Player’s Image either (a) in relation to any person in respect of such person’s products brand or services which conflict or compete with any of the Club’s club branded or football related products (including the Strip) or any products, brand or services of the Club’s two main sponsors/commercial partners or of the League’s one principal sponsor or (b) for the League. 4.4 The Player agrees that he will not either on his own behalf or with or through any third party, undertake promotional activities in a Club Context nor exploit the Player’s Image in a Club Context in any manner and/or in any Media nor grant the right to do so to any third party. 4.5 Except to the extent specifically herein provided or otherwise specifically agreed with the Player, nothing in this contract shall prevent the Player from undertaking promotional activities or from exploiting the Player’s Image so long as: 4.5.1 the said promotional activities or exploitation do not interfere or conflict with the Player’s obligations under this contract; and 4.5.2 the Player gives reasonable advance notice to the Club of any intended promotional activities or exploitation. 4.6 The Player hereby grants to the Club the right to photograph the Player both individually and as a member of a squad and to use such photographs and the Player’s Image in a Club Context in connection with the promotion of the Club and its playing activities and the promotion of the League and the manufacture sale distribution licensing advertising marketing and promotion of the Club’s club branded and football related products (including the Strip) or services (including such products or services which are endorsed by or produced under licence from the Club) and in relation to the League’s licensed products, services and sponsors in such manner as the Club may reasonably think fit so long as: 4.6.1 the use of the Player’s photograph and/or Player’s Image either alone or with not more than two other players at the Club shall be limited to no greater usage than the average for all players regularly in the Club’s first team; 313
Premier League Contract Form 16 4.6.2 the Player’s photograph and/or Player’s Image shall not be used to imply any brand or product endorsement by the Player; and 4.6.3 PROVIDED that all rights shall cease on termination of this contract save for the use and/or sale of any promotional materials or products as aforesaid as shall then already be manufactured or in the process of manufacture or required to satisfy any outstanding orders. 4.7 In its dealings with any person permitted by the Club to take photographs of the Player the Club shall use reasonable endeavours to ensure that the copyright of the photographs so taken is vested in the Club and/or that no use is made of the said photographs without the Club’s consent and in accordance with the provisions of this contract. 4.8 The Player shall be entitled to make a responsible and reasonable reply or response to any media comment or published statements likely to adversely affect the Player’s standing or reputation and subject as provided for in clause 3.2.5, to make contributions to the public media in a responsible manner. 4.9 In this clause 4, where the context so admits the expression “the Club” includes any Associated Company of the Club but only to the extent and in the context that such company directly or indirectly provides facilities to or undertakes commercial marketing or public relations activities for the Club and not so as to require the consent of any Associated Company when consent of the Club is required. 4.10 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this clause 4 is intended to nor does it give to the League any right to enforce any of its provisions against the Club or the Player. 4.11 Nothing in this clause 4 shall prevent the Club from entering into other arrangements additional or supplemental hereto or in variance hereof in relation to advertising, marketing and/or promotional services with the Player or with or for all or some of the Club’s players (including the Player) from time to time. Any other such arrangements which have been agreed as at the date of the signing of this contract and any image contract or similar contract required to be set out in this contract by the League Rules are set out in Schedule 2 paragraph 13. 5. Remuneration and expenses 5.1 Throughout his engagement the Club shall pay to the Player the remuneration and shall provide the benefits (if any) as are set out in Schedule 2. 314 Premier League Forms
Premier League Contract Form 16 5.2 The Club shall reimburse the Player all reasonable hotel and other expenses wholly and exclusively incurred by him in or about the performance of his duties under this contract PROVIDED that the Player has obtained the prior authorisation of a director the Manager or the secretary of the Club and the Player furnishes the Club with receipts or other evidence of such expenses. 5.3 The Club may deduct from any remuneration payable to the Player: 5.3.1 any monies disbursed and/or liabilities incurred by the Club on behalf of the Player with the Players prior consent; 5.3.2 any other monies (but not claims for damages or compensation) which can be clearly established to be properly due from the Player to the Club. 5.4 If at a Disciplinary hearing conducted under Part 1 of Schedule 1 hereto a fine is imposed on a player calculated by reference to the Player’s weekly wage, the fine shall take the form of a forfeiture of wages of a corresponding amount so that the amount forfeit shall not become payable to the Player. The forfeiture shall take effect in relation to the monthly instalment of the Player’s remuneration falling due next after the date on which the notice of the decision is given to him (“Pay Day”). But see clause 5.5 dealing with appeals. For the avoidance of doubt, the amount forfeit is the gross amount of the weekly wage. 5.5 If on Pay Day the time for appealing has not expired or if notice of appeal has been given, the reference to Pay Day shall be to the day on which the monthly instalment of remuneration becomes payable next after (i) the expiry of the time for appealing without any appeal having been made or (ii) if an appeal is made, the date on which the outcome of the appeal is notified to the Player. In the case of an appeal, the amount that is forfeit shall be the amount (if any) determined on appeal. 6. Obligations of the Club 6.1 The Club shall: 6.1.1 observe the Rules, all of which (other than the Club Rules) shall take precedence over the Club Rules; 6.1.2 provide the Player each year with copies of all the Rules which affect the Player and of the terms and conditions of any policy of insurance in respect of or in relation to the Player with which the Player is expected to comply; 315
Premier League Contract Form 16 6.1.3 promptly arrange appropriate medical and dental examinations and treatment for the Player at the Club’s expense in respect of any injury to or illness (including mental illness or disorder) of the Player, save where such injury or illness is caused by an activity or practice on the part of the Player which breaches clause 3.2.1 hereof, in which case the Club shall only be obliged to arrange and pay for treatment to the extent that the cost thereof remains covered by the Club’s policy of medical insurance or (if the Club does not maintain such a policy), then to the extent that it would remain covered by such a policy were one maintained upon normal industry terms commonly available within professional football and so that save as aforesaid this obligation shall continue in respect of any examinations and/ or treatment the necessity for which arose during the currency of this contract notwithstanding its subsequent expiry or termination until the earlier of completion of the necessary examinations and/ or prescribed treatment and a period of eighteen months from the date of expiry or termination hereof; 6.1.4 The Club shall use all reasonable endeavours to ensure that any policy of insurance maintained by the Club for the benefit of the Player continues to provide cover for any examinations and/or treatment as are referred to in clause 6.1.3 until completion of any such examinations and/or treatment; 6.1.5 comply with all relevant statutory provisions relating to industrial injury and any regulations made pursuant thereto; 6.1.6 at all times maintain and observe a proper health and safety policy for the security safety and physical well being of the Player when carrying out his duties under this contract; 6.1.7 in any case where the Club would otherwise be liable as employer for any acts or omissions of the Player in the lawful and proper performance of his playing, practising or training duties under this contract, defend the Player against any proceedings threatened or brought against him at any time arising out of the carrying out by him of any such acts or omissions and indemnify him from any damages awarded and this obligation and indemnity shall continue in relation to any such acts or omissions during the currency of this contract notwithstanding its expiry or termination before such proceedings are threatened and/or brought; 316 Premier League Forms
Premier League Contract Form 16 6.1.8 give the Player every opportunity compatible with his obligations under this contract to follow any course of further education or vocational training which he wishes to undertake and give positive support to the Player in undertaking such education and training. The Player shall supply the Footballer’s Further Education and Vocational Training Society with particulars of any courses undertaken by him; and 6.1.9 release the Player as required for the purposes of fulfilling the obligations in respect of representative matches to his national association pursuant to the statutes and regulations of FIFA. 6.2 The Club shall not, without the consent in writing of the Player: 6.2.1 take or use or permit to be used photographs of the Player for any purposes save as permitted by clause 4; or 6.2.2 use or reveal the contents of any medical reports or other medical information regarding the Player obtained by the Club save for the purpose of assessing the Player’s health and fitness obtaining medical and insurance cover and complying with the Club’s obligations under the Rules. 7. Injury and Illness 7.1 Any injury to or illness of the Player shall be reported by him or on his behalf to the Club immediately and the Club shall keep a record of such injury or illness. 7.2 In the event that the Player shall become incapacitated from playing by reason of any injury or illness (including mental illness or disorder), the Club shall pay to the Player during such period of incapacity or the period of this contract (whichever is the shorter) the following amounts of remuneration for the following periods: 7.2.1 in the case of a Player Injury, his basic wage over the first eighteen months and one half of his basic wage for the remainder of his period of incapacity; 7.2.2 in the case of any other injury or illness, his basic wage over the first twelve months and one half of his basic wage for the remainder of his period of incapacity. 7.3 In each case specified in clause 7.2, above there shall be paid to the Player in addition to his basic wage all or the appropriate share of any bonus payments 317
Premier League Contract Form 16 if and to the extent that payment or provision for continuation of the same is specifically provided for in Schedule 2 or in the Club’s Bonus Scheme. 7.4 The payments made by the Club pursuant to clause 7.2 shall be deemed to include all and any statutory sick pay and/or any other state benefits payable by reference to sickness to which the Player may be entitled. 7.5 Nothing in this clause 7 shall reduce or vary the entitlement of the Player to signing on fees and/or loyalty payments or any other payments of a similar nature due to him under this contract. 8. Permanent or Prolonged Incapacity 8.1 In the event that: 8.1.1 the Player shall suffer Permanent Incapacity; or 8.1.2 the Player has been incapacitated from playing by reason of or resulting from the same injury or illness (including mental illness or disorder) for a period (consecutive or in the aggregate) amounting to eighteen months in any consecutive period of twenty months, the Club shall be entitled to serve a notice upon the Player terminating this contract. 8.2 The length of such notice shall be twelve months in the case of an incapacity by reason of a Player Injury and six months in every other case. 8.3 The notice referred to in clause 8.1 may be served at any time after: 8.3.1 the date on which the Player is declared to be suffering Permanent Total Disablement under the terms of the League’s personal accident insurance scheme; or 8.3.2 the date on which such Permanent Incapacity is established by the Initial Opinion; or 8.3.3 in the case of any incapacity as is referred to in 8.1.2, the date on which the period of incapacity shall exceed eighteen months as aforesaid but so that the right to terminate pursuant to clause 8.1.2 shall only apply while such incapacity shall continue thereafter. 8.4 In the event that after the service of any notice pursuant to clause 8.1.1, Permanent Incapacity is not confirmed by the Further Opinion (if requested) or (where relevant) by the Third Opinion, then such notice shall lapse and cease to be of effect. 318 Premier League Forms
Premier League Contract Form 16 8.5 In the case of any notice of termination given under this clause 8 the Club shall be entitled by further notice on or after serving notice of termination to terminate this contract forthwith on paying to the Player at the time of such termination the remainder of his remuneration and any other sums properly due to him under this contract and the value of any other benefits which would be payable or available to the Player during the remainder of the period of his notice of termination, provided always that the Club’s obligations pursuant to clause 6.1.3 shall continue to apply during the remainder of the said notice period and for any further relevant period as provided therein. 8.6 Where the Club has made payment to the Player during any period of incapacity owing to illness or injury and the Player’s absence is due to the action of a third party other than of another club, player or match official in relation to any damage or injury sustained on or about the field of play or during training or practising giving the Player a right of recovery against that third party, then if the Player makes any claim against such third party the Player must where he is reasonably able to do so include as part of such claim from such third party a claim for recovery of any such payment and upon successful recovery repay to the Club the lesser of the total of the remuneration paid by the Club to the Player during the period of incapacity and the amount of any damages payable to or recovered by the Player in respect of such claim or otherwise by reference to loss of earnings under this contract under any compromise settlement or judgment. Any amounts paid by the Club to the Player in such circumstances shall constitute loans from the Club to be repaid to the Club to the extent aforesaid upon successful recovery as aforesaid. 9.Disciplinary Procedure Except in any case where the Club terminates the Player’s employment pursuant to the provisions of clause 10 hereof (when the procedure set out therein shall apply) the Club shall operate the disciplinary procedure set out in Part 1 of Schedule 1 hereto in relation to any breach or failure to observe the terms of this contract or of the Rules. 10.Termination by the Club 10.1The Club shall be entitled to terminate the employment of the Player by fourteen days’ notice in writing to the Player if the Player: 10.1.1shall be guilty of Gross Misconduct; 10.1.2shall fail to heed any final written warning given under the provisions of Part 1 of Schedule 1 hereto; or 319
Premier League Contract Form 16 10.1.3is convicted of any criminal offence where the punishment consists of a sentence of imprisonment of three months or more (which is not suspended). 10.2 If the Club terminates the Player’s employment for any reason under clause 10.1, the Club shall within seven days thereafter notify the Player in writing of the full reasons for the action taken. 10.3 The Player may by notice in writing served on the Club and the League at any time from the date of termination up to fourteen days after receipt by the Player of written notification under clause 10.2, give notice of appeal against the decision of the Club to the League and such appeal shall be determined in accordance with the procedures applicable pursuant to the League Rules. 10.4 If the Player exercises his right of appeal the termination of this contract by the Club shall not become effective unless and until it shall have been determined that the Club was entitled to terminate this contract pursuant to clause 10.1 but so that if it is so determined then subject only to clause 10.5.3 the Player shall cease to be entitled to any remuneration or benefits with effect from the expiration of the period of notice referred to in clause 10.3 and any payment made by the Club in respect thereof shall forthwith become due from the Player to the Club. 10.5 Pending the hearing and determination of such appeal the Club may suspend the Player for up to a maximum of six weeks from the date of notice of termination and, if the Board so determine, such suspension shall be without pay provided that: 10.5.1 the payment due to the Player in respect of the fourteen days’ notice period under clause 10.1 is made to the Player forthwith; 10.5.2 pending the determination of the appeal an amount equal to the remuneration which would otherwise have been due to the Player but for the suspension without pay is paid to an escrow account held by the PFA as and when it would otherwise have become due for payment to the Player and following the determination of the appeal the PFA will either pay the money (including interest earned on the said account) to the Player or return it to the Club according to the appeal decision; 10.5.3 all other benefits for the Player under the provisions of clauses 6.1.3 and 6.1.4 of this contract shall be maintained and remain in force while the appeal is pending; and 320 Premier League Forms
Premier League Contract Form 16 10.5.4during any such period of suspension the Club shall be under no obligation to assign to the Player any playing training or other duties and shall be entitled to exclude the Player from the Club’s premises including its ground and training ground. 10.6Upon any termination of this contract by the Club becoming operative, the Club shall forthwith release the Player’s registration. 11. Termination by the Player 11.1 The Player shall be entitled to terminate this contract by fourteen days’ notice in writing to the Club if the Club: 11.1.1shall be guilty of serious or persistent breach of the terms and conditions of this contract; or 11.1.2fails to pay any remuneration or other payments or bonuses due to the Player or make available any benefits due to him as it or they fall due or within fourteen days thereafter and has still failed to make payment in full or make the benefits available by the expiry of the said fourteen days’ notice. 11.2 The Club may, within fourteen days of receipt of any notice of termination of this contract by the Player in accordance with clause 11.1 give written notice of appeal against such termination to the Player and to the League which shall hear such appeal in accordance with procedures applicable pursuant to the League Rules. 11.3 If the Club exercises its right of appeal pursuant to clause 11.2, the termination of this contract shall not become operative unless and until it shall have been determined that the Player was entitled to terminate this contract pursuant to clause 11.1. 11.4 Upon any termination of this contract by the Player becoming operative the Club shall forthwith release the Player’s registration. 12. Grievance Procedure In the event that the Player has any grievance in connection with his employment under this contract the grievance procedures set out in Part 2 of the Schedule 1 hereto shall be available to the Player. 321
Premier League Contract Form 16 13. Representation of Player In any disciplinary or grievance procedure the Player shall be entitled to be accompanied by or represented by his Club captain or a PFA delegate and/or any officer of the PFA. 14. Holidays For each Holiday Year the Player shall be entitled to take in the aggregate the equivalent of five weeks paid holiday to be taken at a time or times and for such days during the Holiday Year as shall be determined by the Club but so that (subject to the Club’s first team and any international commitments) the Club shall not unreasonably refuse to permit the Player to take three of such weeks consecutively. Holidays not taken during any Holiday Year (or subject to agreement by the Club within one month of the end of such Holiday Year) may not be carried forward into any subsequent Holiday Year. 15. Survival The provisions of this contract shall remain in full force and effect in respect of any act or omission of either party during the period of this contract notwithstanding the termination of this contract. 16. Confidentiality This contract is to be treated as being private and confidential and its contents shall not be disclosed or divulged either directly or indirectly to any person firm or company whatsoever either by the Club the Player or any Intermediary of the Club or the Player except: 16.1 with the prior written agreement of both the Club and the Player; or 16.2 as may be required by any statutory, regulatory, governmental or quasi governmental authorities or as otherwise required by law or pursuant to the Rules including (where appropriate) any recognised stock exchange; or 16.3 in the case of the Player to his duly appointed Intermediary and professional advisers including the PFA; or 16.4 in the case of the Club to its duly appointed Intermediary and its professional advisers or to such of its directors secretary servants or representatives or auditors to whom such disclosure is strictly necessary for the purposes of their duties and then only to the extent so necessary. 322 Premier League Forms
Premier League Contract Form 16 17. Arbitration Any dispute between the Club and the Player not provided for in clauses 9, 10, 11,12 and Schedule 1 hereof shall be referred to arbitration in accordance with the League Rules or (but only if mutually agreed by the Club and the Player) in accordance with the FA Rules. 18. Specificity of Football The parties hereto confirm and acknowledge that this contract the rights and obligations undertaken by the parties hereto and the fixed term period thereof reflect the special relationship and characteristics involved in the employment of football players and the participation by the parties in the game of football pursuant to the Rules, and the parties accordingly agree that all matters of dispute in relation to the rights and obligations of the parties hereto and otherwise pursuant to the Rules, including as to termination of this contract and any compensation payable in respect of termination or breach thereof, shall be submitted to and the parties hereto accept the jurisdiction and all appropriate determinations of such tribunal panel or other body (including pursuant to any appeal therefrom) pursuant to the provisions of and in accordance with the procedures and practices under this contract and the Rules. 19. Severance 19.1 If the Player shall not make an application to an Employment Tribunal for compensation in respect of unfair dismissal or redundancy as a result of not being offered a new contract either on terms at least as favourable as under this contract or at all, then the following provisions of this clause 19 shall take effect. 19.2 If by the expiry of this contract the Club has not made to the Player an offer of re-engagement on terms at least as favourable to the Player as those applicable over the last twelve months of this contract (or the length of this contract if shorter) then subject to clauses 19.1 and 19.3 the Player shall continue to receive from his Club (as a separate payment representing compensation as more particularly referred to in the Code of Practice) a payment equal to his weekly basic wage (at the average amount of his weekly wage over the preceding 12 months of this contract or the whole of this contract if shorter) for a period of one month from the expiry of this contract or until the Player signs for another club, whichever period is the shorter, provided that where the Player signs for another club within that 323
Premier League Contract Form 16 period of one month at a lower basic wage than such average then such payment shall in addition include a sum equal to the shortfall in such basic wage for the remainder of such period; 19.3The maximum amount payable to the Player under sub-clause 19.2 is double the maximum sum which an Employment Tribunal can award from time to time as a compensatory award for unfair dismissal. 20. Miscellaneous 20.1 This contract and the documents referred to herein constitute the entire agreement between the Club and the Player and supersede any and all preceding agreements between the Club and the Player. 20.2 The further particulars of terms of employment not contained in the body of this contract which must be given to the Player in compliance with Part 1 of the Employment Rights Act 1996 are given in Schedule 2. 20.3 This contract is signed by the parties hereto in duplicate so that for this purpose each signed agreement shall constitute an original but taken together they shall constitute one agreement. 21. Privacy Notice For the purposes of the Data Protection Act 2018 and the General Data Protection Regulation (“GDPR”) the Player acknowledges that the Club, the League, the PFA and The FA are collecting, sharing and otherwise processing Personal Data which may include Special Categories of Personal Data (both as defined in the GDPR) about the Player including such data in this contract. The League’s, the PFA’s and The FA’s Player Privacy Notice will be provided to you directly during the registration process and/or will be available on their respective websites. The Club’s Data Protection Policy can be found in the Club’s employee handbook. 22. Jurisdiction and Law This contract shall be governed by and construed in accordance with English law and the parties submit to the non exclusive jurisdiction of the English Courts. 324 Premier League Forms
Premier League Contract Form 16 Schedule 1 Part 1 Disciplinary Procedure and Penalties 1. Introduction The disciplinary procedure aims to ensure that the Club behaves fairly in investigating and dealing with allegations of unacceptable conduct with a view to helping and encouraging all employees of the Club to achieve and maintain appropriate standards of conduct and performance. The Club nevertheless reserves the right to depart from the precise requirements of its disciplinary procedure where the Club considers it expedient to do so and where the Player’s resulting treatment is no less fair. 2. Records All cases of disciplinary action under this procedure will be recorded and placed in the Club’s records until deleted in accordance with paragraph 4.2. A copy of the Club’s disciplinary records concerning the Player will be supplied to the Player at his request. 3. The Procedure The following steps will be taken as appropriate in all cases of disciplinary action: 3.1 Investigation No action will be taken before a proper investigation has been undertaken by the Club into the matter complained of. If the Club determines the same to be appropriate the Club may by written notice suspend the Player for up to fourteen days while the investigation takes place. If the Player is so suspended this contract will continue together with all the Player’s rights under it including the payment of the Player’s remuneration and benefits but during the period of suspension the Player will not be entitled to access to any of the Club’s premises except at the prior request or with the prior consent of the Club and subject to such conditions as the Club may impose. The decision to suspend the Player will be notified in writing to the Player by the Club. 325
Premier League Contract Form 16 3.2 Disciplinary Hearing 3.2.1 If the Club decides to hold a disciplinary hearing about the matter complained of, the Player will be given full details in writing of the complaint against him and reasonable notice of the date and time of the hearing. At the hearing the Player will be given an opportunity to state his case either personally or through his representative as provided for in clause 13 of this contract. 3.2.2 Subject as provided in paragraph 3.2.3 no disciplinary penalty will be imposed without first giving the Player the opportunity to state his case to the Manager or if the Player so requests to a director of the Club and where the Club considers it appropriate or where the Player requests the same without a disciplinary hearing. 3.2.3 A disciplinary hearing may proceed in the Player’s absence and a disciplinary penalty may be imposed if he fails to appear at such hearing after having received proper notice thereof. 3.3 Appeals 3.3.1 The Player shall have a right of appeal to the Board against any disciplinary decision. The Player should inform the Board in writing of his wish to appeal within fourteen days of the date of notification to him of the decision which forms the subject of such appeal. The Board will conduct an appeal hearing as soon as possible thereafter at which the Player will be given a further opportunity to state his case. The decision of the Board will be notified to the Player in writing within seven days and subject to paragraph 3.3.2 will be final and binding unwder this procedure. 3.3.2 In the event of any sanction being imposed or confirmed in excess of an oral warning, the Player may by notice in writing served on the Club and the League within fourteen days of receipt by the Player of written notification of the decision of the Board give notice of appeal against it to the League who will determine the matter in accordance with the League Rules. 3.3.3 If the Player exercises any right of appeal as aforesaid, any sanction imposed by the Club upon the Player shall not take effect until the appropriate appeal has been determined and the sanction confirmed varied or revoked as the case may be. 326 Premier League Forms
Premier League Contract Form 16 4. Disciplinary Penalties 4.1 At a disciplinary hearing or on an appeal against a disciplinary decision, the Club may dismiss the allegation or if it is proved to the Club’s satisfaction may: 4.1.1 give an oral warning a formal written warning or after a previous warning or warnings a final written warning to the Player; 4.1.2 impose a fine not exceeding the amount of the Player’s basic wage for a period of up to two weeks for a first offence (unless otherwise approved by the PFA in accordance with the Code of Practice) and up to four weeks for subsequent offences in any consecutive period of twelve months but only in accordance with the provisions of the Code of Practice; 4.1.3 order the Player not to attend at any of the Club’s premises for such period as the Club thinks fit not exceeding four weeks; 4.1.4 in any circumstances which would entitle the Club to dismiss the Player pursuant to any of the provisions of clause 10 of this contract dismiss the Player or impose such other disciplinary action (including suspension of the Player and/or a fine of all or part of the amount of the Player’s basic wage for a period not exceeding six weeks). 4.2 Any warning or sanction given under this disciplinary procedure will be deleted in the Club’s records after twelve months. Part 2 Grievance Procedures 1. The Player shall bring any grievance informally to the notice of the Manager in the first instance. The Player may be required by the Manager to put any such grievance in writing. Having enquired into such grievance the Manager will then notify the Player of his decision. 2. If the grievance is not determined by the Manager to the Player’s satisfaction the Player may within fourteen days thereafter serve formal notice of the grievance in writing on the secretary of the Club and the matter shall thereupon be determined by the chairman of the Club or by the Board as soon as possible and in any event within four weeks of the receipt of the notice. 327
Premier League Contract Form 16 Schedule 2 – Insert Player’s Name ….......................................... Supplemental Provisions and Employment Rights Act 1996 The following provisions shall apply to supplement the provisions of this contract and the information as set out herein in order to comply with the requirements of Part 1 of the Employment Rights Act 1996. 1. The Player’s employment with the Club began on ................................. 2. The date of termination of this contract is 30 June 20........... 3. No employment with a previous employer shall count as part of the Player’s continuous period of employment hereunder. 4. The Player’s hours of work are such as the Club may from time to time reasonably require of him to carry out his duties and the Player shall not be entitled to any additional remuneration for work done outside normal working hours. 5. The place of employment shall be at the Club’s ground and training ground but the Club shall be entitled to require the Player to play and to undertake his duties hereunder at any other place throughout the world. 6. No contracting out certificate pursuant to the Pensions Scheme Act 1993 is in force in respect of the Player’s employment under this contract. 7. The Professional Footballers’ Pension Scheme 7.1 Immediately on signing this contract, the Player shall: 7.1.1 be automatically enrolled as; or 7.1.2 or continue to be; a member of the 2011 Section of the Professional Footballers’ Pension Scheme (the “Scheme”) and shall remain so during the continuance of his employment hereunder unless he: 7.1.3 notifies the Scheme Administrator in writing that he wishes to opt out of the Scheme; 328 Premier League Forms
Premier League Contract Form 16 7.1.4 has previously registered with HM Revenue & Customs for Fixed or Enhanced Protection; 7.1.5 joins an International Club on a temporary basis by way of International Loan Agreement (in which case his entitlement to membership of the Scheme shall be suspended for the duration of that International Loan Agreement); or 7.1.6 is otherwise ineligible for membership of the Scheme in accordance with the terms of the Scheme’s definitive trust deed and rules as amended from time to time. 7.2 For as long as the Player remains a member of the 2011 Section, an annual contribution (funded by the levy on transfer fees) will be paid into the Scheme for the benefit of the Player. The annual contribution shall be £5,208 or such other amount as determined by the Trustees of the Scheme from time to time. 7.3 The Player shall not be required to contribute to the 2011 Section but may elect to contribute such amount as he notifies to the Scheme Administrator in writing. Where a Player decides to contribute to the 2011 Section he can agree with his Club and the Scheme Administrator for the contribution to be made through a salary sacrifice arrangement. 7.4 Where, by virtue of previous membership of the Scheme, the Player has built up benefits under its Cash Section and/or Income Section, those benefits are frozen and will be revalued until his retirement from the Scheme. The Player shall be entitled to such benefits (including death benefits) from each section of the Scheme in which he has participated on such conditions as are set out in the Scheme’s definitive trust deed and rules as amended from time to time. 7.5 The Player further agrees that the Club may disclose his name, address, gender, date of birth, National Insurance number, salary information and dates of commencement and termination of employment to the League and the administrators of the Scheme for the purposes of facilitating the administration of the Scheme. 329
Premier League Contract Form 16 8. Remuneration The Player’s remuneration shall be: 8.1 Basic Wage: £ per week/per annum payable by monthly instalments in arrear from ......................... to ......................... £ per week/per annum payable by monthly instalments in arrear from ......................... to ......................... £ per week/per annum payable by monthly instalments in arrear from ......................... to ......................... 8.2 Such of the bonuses and incentives as the Player shall be entitled to receive under the terms of the Club’s bonus and incentive scheme as are set out below/a copy of which is annexed hereto. SEE ATTACHED 8.3 Any other payments as follows: SEE ATTACHED 9. Insurances (if any) maintained for the benefit of the Player subject to the terms and conditions thereof during currency of this contract the premiums of which are paid by the Club. Nature of Policy Amount N/A 10. Benefits (if any) to be provided to the Player during the currency of this contract SEE ATTACHED 11. The Player’s normal retirement age is 35 years. 330 Premier League Forms
Premier League Contract Form 16 12. The terms and conditions of this contract form part of a number of collective agreements between the Club (through the League) and the Player (through the PFA) affecting the Player’s employment and full details thereof are set out in the Code of Practice. 13. (If applicable) The following provisions which are additional or supplemental to those set out in clause 4 have been agreed between the Club and the Player as referred to in clause 4.11. SEE ATTACHED 14. Any other provisions: SEE ATTACHED 331
Premier League Contract Form 16 SIGNED BY THE PLAYER Player signature: ........................................................................................................................ in the presence of: Witness signature:..................................................................................................................... Witness name: ............................................................................................................................ Witness address: ........................................................................................................................ Witness occupation: ................................................................................................................. SIGNED BY THE PLAYER’S PARENT OR GUARDIAN (if the player is under 18) Parent / Guardian signature: ............................................................................................... Parent / Guardian name: ....................................................................................................... in the presence of: Witness signature:..................................................................................................................... Witness name: ............................................................................................................................ Witness address: ........................................................................................................................ Witness occupation: ................................................................................................................. SIGNED FOR AND ON BEHALF OF THE CLUB BY: Authorised signatory signature: .......................................................................................... Authorised signatory name:.................................................................................................. in the presence of: Witness signature:..................................................................................................................... Witness name: ............................................................................................................................ Witness address: ........................................................................................................................ Witness occupation: ................................................................................................................. Did Player use the services of an Intermediary yes/no If yes, name of Intermediary ................................................................................................ Did the Club use the services of an Intermediary yes/no If yes, name of Intermediary ................................................................................................ 332 Premier League Forms
Premier League Form 17 Player Ethnicity Monitoring Questionnaire (Rule T.24) What is your ethnic group? (Choose ONE section from A to E, then tick the appropriate box to indicate the ethnicity that you identify with from the list below) A White British English Scottish Welsh Irish Gypsy or Irish Traveller Any other White Background, please write in ………………………………........... C Asian or Asian British Indian British-Indian Pakistani British-Pakistani Bangladeshi British-Bangladeshi Chinese British-Chinese Any other Asian background, please write in E Other Background Arab Other Prefer not to say ………………………………........... F Undeclared Prefer not to disclose my ethnic origin ………………………………........... B Mixed White and Black Caribbean White and Black African White and Asian Any other Mixed Background, please write in ………………………………........... D Black or Black British Caribbean British-Caribbean African British-African Any other Black background, please write in ………………………………........... 333 Name of Academy Player ..................................................... Signed ..................................................... Date ..................................................... (Parent / Guardian to sign if Player is a minor) USE OF INFORMATION Completion of this questionnaire is voluntary. If you provide the information it will be used as set out below and will not be used for selection or any other purposes. The information provided on this ethnicity questionnaire will be recorded on a computer system shared by the Football Association Premier League Limited (“Premier League”) (and The Football League Limited should the Player ever compete in the Football League) against the Player’s record and will be used: • To help the Premier League gain insight as to who is playing the game at this level • to help ensure compliance with the Premier League’s Inclusion and Anti-Discrimination Policy (a copy of which is in Appendix 2 of the Premier League’s Rules) • to compile aggregate statistics and reports - on a club by club basis which we may wish to share with the relevant club only and The Football Association Limited. - on a league basis which we may wish to publish for public interest and to share with other bodies that have a legitimate interest in equal opportunities such as the Professional Footballers Association and the Equality and Human Rights Commission.
Premier League Form 18 Amateur Registration Form (Rule U.15) Player’s Particulars Surname ........................................................ Other name(s) ........................................................................ Address.................................................................................................................................................................. ....................................................................................................................... Post Code ..................................... Date of birth ....................................................................... Nationality* ......................................................................... Application to Register We hereby apply for the above-named Player to be registered as an Amateur Player for ............................................................................................... Football Club Signed ................................................................... Authorised Signatory Date ....................................................................... Endorsement by Scout I consent to the above application and acknowledge further to the Data Protection Act 2018 and the General Data Protection Regulation (“GDPR”) that The Football Association Premier League Limited shall be collecting, sharing and otherwise processing Personal Data which may include Special Categories of Personal Data (both as defined in the GDPR) about me including such data in this Amateur Registration Form for the purpose of discharging its functions as a regulatory and governing body of football and otherwise in accordance with the Premier League Player Privacy Notice available at www.premierleague.com/player-privacy-policy. I certify that the above particulars are correct. I agree to be bound by the Rules of the Premier League. [Having been registered as a Contract Player, I confirm that at least 30 days has elapsed since my contract registration terminated.**] Signed ................................................................... Date ....................................................................... * if the player last played for a club affiliated to a national association other than The Football Association, this Form must be accompanied by written confirmation from The Football Association that an international registration transfer certificate has been issued in respect of the player. ** delete words in brackets if inapplicable I hereby certify that I have this day registered (name of Player) ................................................... ................................…………………….................... as an Amateur Player whose registration is held by ................................…………………….................... Football Club. Signed ................................................................... Date ....................................................................... For and on behalf of the Board of The Premier League 334 Premier League Forms
Premier League Form 19 Offer Of New Contract (Rule V.17.2) To: [name and address of Out of Contract Player] ................................................................. ................................................................................................................................................................ Copy to: The Board The Premier League Under the provisions of Rule V.17.2 of the Rules of the Premier League .................................................................................................. Football Club hereby offers you a new contract to commence on the 1st July ............................................................ in the following terms: ................................................................................................................................................................. ................................................................................................................................................................. ................................................................................................................................................................. ................................................................................................................................................................. ................................................................................................................................................................. ................................................................................................................................................................. ................................................................................................................................................................. This offer remains open and capable of acceptance for a period of one month within which time you may either accept it and enter into a new contract in the terms offered or decline it in writing. If you consider that the terms offered are less favourable than those in your current contract you may give notice to that effect in Form 20. Signed ……………………………............................ Position ……………………………………………....…. Date ………………………...................................... 335
Premier League Form 20 Application for Free Transfer (Rule V.20) To: [name of Club] ...................................................................... Football Club And to: The Board The Premier League I acknowledge having received your offer of a new contract in Form 19 dated I consider that the terms offered are less favourable than those in my current contract dated ........................................................... and I hereby give notice to that effect and apply for a free transfer. Signed ……………………………............................ Position ……………………………………………....…. Date ………………………...................................... 336 Premier League Forms
Premier League Form 21 Contingent Sum Notification (Rule V.36.2) To: [name of Transferor Club] ................................................................. Football Club Copy to: The Board The Premier League A Contingent Sum became payable to you on [date] by virtue of the Transfer Agreement between us relating to [name of Contract Player] ............................................................................. The contingent event resulting in the Contingent Sum becoming payable was ............................................................................................................................................................................... and the Contingent Sum which will be paid into the Compensation Fee Account within seven days of it becoming due amounts to £ ................................................... Signed on behalf of the Transferee Club .......................................................................... Position .............................……………………………………… Date ..............................…………………………………….. 337
Premier League Form 22 Fixed Penalty Notice (Rule W.4) To: Date: ......................................... ......................................... You are in breach of Rule .................................. in that on [date] .......................you [description of breach, indicating in appropriate cases whether it is a first, second or third breach of that Rule] ................................................................................ .......................................................................................................................................................... .......................................................................................................................................................... You are required within 14 days of the date of this notice to pay a fixed penalty of £ ...................... Alternatively, you are entitled within that period to appeal under the provisions of Rule W.62.1. If you appeal and your appeal is dismissed the fixed penalty becomes payable forthwith. Failure to pay the fixed penalty as required by this notice or forthwith upon any appeal being dismissed will constitute a breach of the Rules of the League in respect of which you will be liable to be dealt with under the provisions of Section W. Signed …………………………….................................. For and on behalf of the Board 338 Premier League Forms
Premier League Form 23 Summary Jurisdiction Notice (Rule W.9) To: ............................................................. Date: ............................................................. You are in breach of Rule .......................................................... in that on [date] you ............................................................................................................................................... The Board intends to exercise its summary jurisdiction and to impose on you a fine of £ ........................................ You are required within 14 days of the date of this notice to either: (1) (2) submit to the Board’s jurisdiction and pay the fine imposed; or elect to be dealt with by a Commission. Any such election should be in writing addressed to me at the League Office. Failure to comply with this requirement within the time limit will constitute a breach of the Rules of the League in respect of which you will be liable to be dealt with under the provisions of Section W. Signed …………………………….................................. For and on behalf of the Board 339
Premier League Form 24 Complaint (Rule W.26) To: ............................................................. Date: ............................................................. The Board’s complaint is that you are in breach of Rule ........................................ in that on [date] ............................................................. you [description of breach] .......................................................................................................................................................... .......................................................................................................................................................... .......................................................................................................................................................... A summary of the facts alleged is as follows: ............................................................... .......................................................................................................................................................... .......................................................................................................................................................... .......................................................................................................................................................... .......................................................................................................................................................... *Annexed hereto are copies of the following documents upon which the Board relies: ................................................................................................................................ .......................................................................................................................................................... .......................................................................................................................................................... .......................................................................................................................................................... .......................................................................................................................................................... In accordance with Rule W.30, within 14 days of receipt of this complaint you are required to send to me by recorded delivery post a written answer in Form 25. Signed …………………………….................................. For and on behalf of the Board * delete if inapplicable 340 Premier League Forms
Premier League Form 25 Answer (Rule W.30) To:The Board The Premier League Date: .................................................. I/We* acknowledge having received the complaint dated .............................................................. The complaint is admitted/denied*. I/We* request that the complaint be determined by written representations.* *[If the complaint is admitted] I/We*ask the Commission to take into account the following mitigation: ....................................................................................................................................... .................................................................................................................................................................................... ................................................................................................................................................................................ § *[If the complaint is denied and is to be determined at a hearing] My/Our* reasons for denying the complaint are: ........................................................................................................................... ................................................................................................................................................................................... ................................................................................................................................................................................. § *[If the complaint is denied and is to be determined by written representations] My/ Our*representations are as follows: ......................................................................................................... ................................................................................................................................................................................... ................................................................................................................................................................................. § Annexed hereto are copies of the following documents upon which I/We*rely: ................. .................................................................................................................................................................................... .................................................................................................................................................................................... ................................................................................................................................................................................. § Signed ...................................................................... Position ................................................................. [for and on behalf of*] the Respondent * delete as appropriate § continue on separate sheet if necessary 341
Premier League Form 26 Appeal Against Fixed Penalty (Rule W.66) To: The Board The Premier League Date: .................................................. I/We* hereby appeal against the fixed penalty imposed by the notice in Form 22 dated ............................................................ My/our* appeal is * against the decision of the Board to impose the fixed penalty. * against the amount of the fixed penalty. * against the decision of the Board to impose the fixed penalty and its amount. The grounds of my/our* appeal are: ....................................................................................................................................................................... ....................................................................................................................................................................... ....................................................................................................................................................................... ....................................................................................................................................................................... ....................................................................................................................................................................... ....................................................................................................................................................................... ....................................................................................................................................................................... ....................................................................................................................................................................... .................................................................................................................................................................... § A deposit of £1,000 is enclosed. Signed # ................................................................................... Position .................................................................................... [for and on behalf of*] the Respondent *delete as appropriate § continue on separate sheet if necessary # state position if signed on behalf of a Club 342 Premier League Forms
Premier League Form 27 Appeal Against Commission Decision (Rule W.67) To: The Board The Premier League Date: .................................................. I/We* hereby appeal against the decision of the Commission before which I/We* appeared dated ....................................................................... My/our* appeal is * against the decision of the Commission * against the amount of the penalty * against the decision of the Commission and the penalty. * against the amount of compensation ordered by the Commission The grounds of My/our* appeal are: .............................................................................................. ....................................................................................................................................................................... .................................................................................................................................................................... § *I/We intend to apply at the appeal hearing for leave to adduce the following fresh evidence .................................................................................................................................................... ....................................................................................................................................................................... .................................................................................................................................................................... § The reasons for such application are ............................................................................................ ....................................................................................................................................................................... .................................................................................................................................................................... § A deposit of £1,000 is enclosed. Signed # ................................................................................... * delete whichever are inapplicable § continue on separate sheet if necessary # state position if signed on behalf of a Club 343
Premier League Form 28 Request for Arbitration (Rules X.7 or Y.3) To: ................................................................................. ......................................................................................... ......................................................................................... ......................................................................................... From: .................................................................. ............................................................................... ............................................................................... ............................................................................... A dispute has arisen between us concerning (brief description of matters in dispute) ................................................................................................................................................................................ ................................................................................................................................................................................ ................................................................................................................................................................................ ................................................................................................................................................................................ ................................................................................................................................................................................ ................................................................................................................................................................................ ................................................................................................................................................................................ I/We wish to have the dispute settled by arbitration in accordance with the provisions of Section [ ]§ of the Rules of the Premier League and you are hereby required to appoint an arbitrator pursuant thereto. Signed ....................................................................... Position* ................................................................. Date ........................................................................... § insert “Y” if the arbitration is to be determined by the Managers’ Arbitration Tribunal; insert “X” in any other case. * to be completed if the Form is signed on behalf of the League or a Club. Copy to: The Board The Premier League 344 Premier League Forms
Premier League Form 29 Appointment of Arbitrator (Rules X.10 or Y.6) To: The Board The Premier League From: ............................................................... ............................................................... ............................................................... Pursuant to the request for arbitration made by ............................................................ and dated ...................................................................................................., I/we hereby appoint (name of appointee) .................................................................................... as an arbitrator in the arbitration requested. Signed ...................................................................... Position* ................................................................. Date .......................................................................... Copy to: (the other party) .......................................................................................................... ............................................................................................................................................. ............................................................................................................................................. ............................................................................................................................................. * to be completed if the Form is signed on behalf of the League or a Club. 345
Premier League Form 30 Appointment of Single Arbitrator (Rule X.15.1) To: The Board The Premier League Pursuant to the request for arbitration made by .............................................................. and dated ....................................................... we, the parties to the arbitration, hereby jointly appoint (name of appointee) ........................................................................................... as the single arbitrator in the arbitration requested. Signed ................................................................. Signed ................................................................. on behalf of ...................................................... on behalf of ...................................................... Position* ............................................................ Position* ............................................................ Date .................................................................... Date .................................................................... * to be completed if the Form is signed on behalf of the League or a Club 346 Premier League Forms
Premier League Form 31 Notice of Preliminary Meeting (Rules X.20 or Y.13) To: ............................................................................... ....................................................................................... ....................................................................................... ....................................................................................... From: ...................................................................... ................................................................................... ................................................................................... ................................................................................... You are hereby required to attend a preliminary meeting at (place) ....................................... .................................................. on (date) .................................................. at (time) ..................................... when the tribunal will give directions for the conduct of the arbitration to which each of you is a party. Signed ………………………………………………………………….. Chairman Dated ............................................................................... 347
Premier League Forms 348
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Youth Development Rules
Youth Development Rules General Note: throughout this document binding Premier League Rules are shaded in light grey. Guidance and other notes are also included for the assistance of Clubs. Such guidance and notes do not, however, form part of the Rules. Rule 1 sets out definitions used in the Youth Development Rules. All other capitalised terms used in this section of the Rules are defined in Premier League Rule A.1. 351 1.In this section of the Rules the following terms shall have the following meanings: 1.1. “Academy” means an establishment for the coaching and education of Academy Players operated by a Club in accordance with the requirements of this Section of the Rules and licensed by the PGB pursuant to Rule 14; 1.2. “Academy Doctor” means the Official referred to in Rule 99; 1.3. “Academy Financial Information” means a budget for the following season, together with a comparison of the budgeted and actual figures for the previous season, all of which information shall be set out in the format to be prescribed by the League; 1.4. “Academy Management Team” has the meaning set out in Rule 50; 1.5. “Academy Manager” means the Official responsible for the strategic leadership and operation of a Club’s Academy, whose role and responsibilities are more particularly defined at Rules 52 to 58; 1.6. “Academy Nutritionist” means the Official referred to in Rule 88; 1.7. “Academy Operations Manager” means the Official referred to in Rule 60; 1.8. “Academy Performance Plan” means a document which sets out the goals, strategy and measurable short-term and long-term performance targets for all aspects of the work of the Club’s Academy, such strategy and performance targets to be consistent with the Club’s Vision Statement, Coaching Philosophy and Playing Philosophy and, where appropriate, details how the Academy will deliver and integrate its coaching, Education, Games and Sports Science and Medicine/ Performance Support Programmes; 1.9. “Academy Player” means a male player (other than an Amateur Player, Non-Contract Player (in The Football League) or a Trialist) who is in an age group between Under 9 to Under 21 and who is registered for and who is coached by, or plays football for or at a Club which operates an Academy pursuant to these Rules, save for any player who: (a) the Board is satisfied has developed technical, tactical, physical, psychological and social skills of such a level that he would not benefit from continued coaching in the Academy or participating or continuing to participate in its Games Programme (which includes, for the purpose of this definition, the league competition referred to in Rules 161 to 168); and (b) has entered into a written contract of employment in Form 16 with that Club; Definitions
General Guidance It is emphasised that Academy Players aged 17 or older may no longer be classified as such only where the Board approves an application by the Club in light of all the circumstances relevant to the particular Academy Player and on such terms as the Board considers appropriate. The responsibilities of a Club in relation to Duty of Care continue. Clubs’ attention is drawn to Rule 73 which requires Clubs to develop and implement a procedure to enable the transition of Academy Players to the senior squad, and also to Rule 118.1 which provides that each Academy Player has access to coaching tailored to his individual needs. Any decision by a Club to cease treating an Academy Player as such where it is not reasonable to do so in light of his overall development and skill level may be treated at being a breach of this Rule. Guidance The term “employ” is used in the Rules with reference to Academy Staff, but it is accepted that the relationship need not necessarily be one of employment. For example, a Club may enter into a contract for services with Part Time youth coaches whereby no employment relationship will arise. Any references to “employ” or “employment” in this section of the Rules shall be interpreted accordingly. Guidance To achieve and maintain the ‘FIFA Quality’ rating under the FIFA Quality Programme for Football Turf, the Artificial Surface pitch needs to be certified on an annual basis by a FIFA accredited agent. Existing Artificial Surface pitches have a natural life span. Accordingly, as they reach the end of their natural life span, they should be replaced with pitches that achieve the necessary star rating under the FIFA Quality Programme for Football Turf. 352 Youth Development Rules 1.13.“Academy Standards Application” means the online system: (a) through which Clubs are required to complete the self-assessment referred to in Rule 7, as part of the ISO process for the auditing of Academies; (b) through which the ISO provides feedback to Clubs as part of the multi-disciplinary assessment referred to in Rule 9.2; and (c) through which quantitative data can be provided to Clubs; 1.14. “Artificial Surface” means a playing surface which in the reasonable opinion of the League meets the requirements of the FIFA Quality Programme for Football Turf and any new outdoor or indoor Artificial Surface pitch installed by a Club which operates or applies to operate a Category 1 Academy must achieve the ‘FIFA Quality’ rating under the FIFA Quality Programme for Football Turf; 1.10.“Academy Psychologist" means the Official referred to in Rule 110; 1.11.“Academy Secretary” means the Official referred to in Rule 61; 1.12.“Academy Staff” means those Officials of a Club employed or otherwise engaged to work in the Club’s Academy;
General Guidance The BFAS will need to be renewed every three years (it is hoped as part of the renewal of the main Academy coaching qualifications). 353 1.17. “Category” means one of the four categories into which each Academy shall be assigned in accordance with the criteria and procedures set out in this section of the Rules, and “Category 1”, “Category 2”, “Category 3” and “Category 4” shall be construed accordingly; 1.18. “Charter for Academy Players and Parents” means the information to be provided by the League to the Parent of each Academy Player upon each occasion of his registration for a Club and which will contain: (a) information about the consequences of the Academy Player becoming registered with a Club; and 1.15.“Authorised Games” means: (a) international matches arranged by a national association including preparation and trials therefor; (b) matches in which the Academy Player plays for the Club holding his registration: (i) in its first teams; (ii) which are comprised in a Games Programme; or (iii) which are comprised in Festivals or Tournaments, participation in which is limited to Academy teams or which are sanctioned by The Football Association or by a foreign national association; (c) friendly matches organised by the Club holding the Academy Player’s registration and played at an Academy, participation in which is limited to Academy Players registered at an Academy or Trialists but excluding matches between two teams consisting of one Club’s Academy Players; (d) friendly matches against any opposition played outside the season dates set out in the Games Programme Schedule in which the Academy Player plays for the Club holding his registration; (e) matches organised by the English Schools Football Association or Independent Schools Football Association or an association affiliated to either of such Associations in which the Academy Player plays with the prior agreement of his Parents (in the case of an Academy Player under the age of 18 years), all participation in such matches to be notified by the Academy Player to the Club holding his registration; (f) trial matches for other Clubs or Football League clubs in which the Academy Player plays with the prior written permission of the Club holding his registration; or (g) any other match authorised by the Board; 1.16.“Basic First Aid for Sport Qualification” means the qualification of that name issued by or on behalf of The Football Association;
General Guidance See further Rules 77 to 80. 354 Youth Development Rules 1.27. “Development Centre” means an establishment operated by a Club in England or Wales for the coaching of Children which is not an Academy and includes any such establishment by whatever name or title it is known; 1.28. “Development Phase” means the Foundation Phase, the Youth Development Phase or the Professional Development Phase as the context requires, and “Development Phases” means all of the former; (b) a summary of the Club’s obligations to the Academy Player, and the Academy Player’s obligations to the Club; 1.19.“Chief Executive” means the Official referred to in Premier League Rule J.1.1; 1.20.“Club Board” means those Directors of the Club whose particulars are registered under section 162 of the Act; 1.21. “Coach Competency Framework” means a document which sets out the key competencies and behaviours which the Club expects its Academy coaches to possess and demonstrate; 1.22. “Coaching Curriculum” means a Club’s coaching curriculum which must be set out in writing and include: (a) the technical, tactical, physical, psychological and social skills that the Club wishes its Academy Players to develop; (b) the appropriate means of coaching Academy Players in order that they develop those skills (having due regard to their age); and (c) specific coaching curricula for each Development Phase; 1.23. “Coaching Philosophy” means a written statement which sets out in detail (including by describing the content of individual coaching sessions for each Academy Player) the means by which the Club will coach its Academy Players in each age group so that they have the best opportunity to develop the technical, tactical, physical, psychological and social skills that the Club wishes players in each position on the pitch to acquire, as set out in the Club’s Playing Philosophy; 1.24. “Continued Professional Development” means ongoing training for Academy Staff, relevant to their discipline, of such quality, content and frequency as is necessary to ensure that each member of Academy Staff has the necessary knowledge and expertise in order to fulfil his role; 1.25. “Core Coaching Time” means between 8.30am and 5.30pm on Mondays to Fridays, save that in the Foundation Phase and Youth Development Phase it also includes between 9am and 5pm on Saturdays; 1.26. “Development Action Plan” means an individualised plan, developed and implemented in accordance with these Rules, for the professional development of an Academy coach;
General Guidance The FA Advanced Youth Award contains a specialist element relevant to each Development Phase. Coaches will be required to hold the specialism relevant to the age group that they coach. 355 1.38.“FA Youth Award” means the non-age specific qualification for Academy coaches awarded by The Football Association; 1.29. “Duty of Care” means the responsibility of each Club to promote, protect and support the individual wellbeing of each Academy Player and member of Academy Staff, within the Academy, in accordance with the following pillars: (a) Education (see Rules 173 to 189); (b) Personal development and life skills (see Rules 190 to 193); (c) Inductions and transitions (see Rules 194 to 198); (d) Academy Player and Parent voice (see Rules 199 to 200); (e) Safeguarding and mental and emotional wellbeing (see Rules 201 to 204); (f) Health and safety (see Rules 205 to 206); (g) Inclusion, diversity and equality (see Rules 207 to 208); and (h) Injury and medical (see Rules 209 to 216); 1.30. “Education Advisor” means, in respect of any Club in membership of the Premier League, experts appointed by the Premier League to support the delivery of education to Academy Players, and, in respect of any Club in membership of the Football League, means the charity, League Football Education; 1.31.“Education Programme” has the meaning set out in Rule 173; 1.32. “EHOC” means the ‘Elite Heads of Coaching’ programme provided by the League for Heads of Coaching at Category 1, Category 2 and Category 3 Academies and in respect of which additional funding is available from the League in the event of Club participation; 1.33.“Elite Academy Managers Development Programme” or “EAM” means the development programme provided by the League for Academy Managers; 1.34.“Elite Player Performance Plan” means the document of that name dated May 2011 and presented to the General Meeting held on Thursday 2 June 2011; 1.35. “Emergency Action Plan” means a plan detailing the medical facilities and personnel who shall be available at each Club’s home matches in the Games Programmes, and the contingency plan for how any medical emergencies at such matches shall be dealt with; 1.36.“Emergency First Aid in Football” or “EFAiF” means the qualification of that name issued by or on behalf of The Football Association; 1.37.“FA Advanced Youth Award” means the advanced qualification for Academy coaches to be developed and awarded by The Football Association;
General Guidance A Club will not be penalised should a member of its Academy Staff fulfilling one of the roles required by these Rules to be Full Time if working slightly less than 35 hours per week provided that the required outputs of that role are being satisfactorily delivered. thereunder. See further, by way of comparison, Rule 45 and the guidance 356 Youth Development Rules 1.43. “Full Time Education” means the education provided for registered pupils at primary or secondary schools or full-time equivalent students at colleges of further education; 1.44.“Full Time Training Model” means: (a) in the Professional Development Phase, a programme of coaching and education whereby the Academy Player’s academic education shall be scheduled to enable four hours of coaching per day (which may be split into two sessions of two hours each) to take place within the Core Coaching Time; and (b) in the Youth Development Phase, a programme which complies with the following: (i) the Academy Player shall receive within the Core Coaching Time a minimum of twenty hours of education; (ii) the Academy Player shall receive a significant amount of coaching within the Core Coaching Time. The exact amount of such coaching to take place within the Core Coaching Time is to be determined by the Club for each individual Academy Player. The Club shall demonstrate the amount of coaching is significantly more than the amount of coaching in the Core Coaching Time which the Club gives to its Academy Players engaged on the Hybrid Training Model. Full details must be set out in the Academy Player’s individual coaching plan referred to in Rule 118; 1.39. “Festival” means an event, which may be spread over more than one day, at which teams from three or more Clubs (or clubs) play a series of matches in an environment in which the matches are competitive but the results are not given any particular significance; 1.40.“Foundation Phase” means the Under 9 to Under 11 age groups inclusive; 1.41. “Foundation Phase Games Programme” means the games programmes organised by the League and the Football League for teams in each of the Under 9 to Under 11 age groups as set out in Rules 134 to 138; 1.42. “Full Time” means, when applied to a role specified under these Rules, one where the working hours are at least 35 hours per week (subject to such additional hours as the Club may require). A Full Time role may be fulfilled by more than one Official (e.g. on a job-share basis) provided that the minimum hours stated above are undertaken;
General Guidance The Games Programme Schedule incorporates two periods of “downtime” for matches in the Foundation Phase and Youth Development Phase Games Programmes. The first such period generally encompasses the last two weeks of July and the first two weeks of August, and the second encompasses two weeks over Christmas. The exact dates for each season’s period of downtime will be set out in the Games Programme Schedule when it is published by the League in the preceding season. A provisional date of 31 January in each season has been set for the publication of the Games Programme Schedule (although it may be subject to amendment thereafter but before the start of the following season to accommodate, for example, newly-classified or re-classified Academies). The League will conduct regular consultation meetings with Clubs to consider the Games Programme Schedule for the following season. 357 1.48.“Head of Academy Coaching” means the Official referred to in Rule 63; 1.49.“Head of Education” means the Official referred to in Rule 104; 1.50.“Head of Recruitment” means the Official referred to in Rule 106; 1.51. “Hybrid Training Model” means a programme of coaching and education whereby the coaching of an Academy Player primarily takes place outside the Core Coaching Time save that, subject to the provisions of these Rules, he may be released from attendance at school during the School Day for a maximum of half a day a week (if he is in the Foundation Phase) or two days a week (if he is in the Youth Development Phase); (iii) no single coaching session shall endure for more than 90 minutes, and if there are two or more coaching sessions on a single day, there shall be a period of rest between each session sufficient to ensure that the Academy Player is fully rested, and of at least 90 minutes’ duration, unless the Academy Player’s individual coaching plan recognises that he may have shorter rest periods; and (iv) the Club’s delivery of the Full Time Training Model must comply with these Rules; 1.45. “Futsal” means the variant of association football that is played in accordance with the Futsal Laws of the Game as published from time to time by FIFA (with any such variation thereto as the League may from time to time determine), the current such Laws being available at: http://resources.fifa.com/mm/document/footballdevelopment/refereeing/51/44/50/ lawsofthegamefutsal2014_15_eneu_neutral.pdf 1.46. “Games Programme” means the Foundation Phase Games Programme, the Youth Development Phase Games Programme, or the Professional Development Phase Games Programme; 1.47.“Games Programme Schedule” means the period during which matches in the Games Programmes shall take place;
General Guidance Clubs’ attention is drawn to Rule 181.2, pursuant to which they must provide all necessary additional educational support so that the Academy Player’s education is not prejudiced as a result of being released from school to undertake coaching during the Core Coaching Time. 358 Youth Development Rules 1.52. “Individual Learning Plan” means an individual plan for each Academy Player setting out measurable objectives for the development that he needs to undertake and the means by which he will obtain those objectives; 1.53. “Induction and Transition Strategy” means the documented plan in place at each Club, agreed by the Technical Board, designed and implemented to support Academy Players in their arrival to and departure from the Club, for whatever reason and whatever age group; 1.54. “Intermediate Trauma Medical Management in Football” or “ITMMiF” means the qualification of that name issued by or on behalf of The Football Association; 1.55. “ISO” means Professional Game Academy Audit Company or such other independent standards organisation appointed from time to time by the PGB for the purposes of undertaking the ISO Audits; 1.56. “ISO Audit” means the process of independent auditing of Clubs’ Academies in accordance with Rule 6 to Rule 12, including a process of self-assessment by each Club, and a multi-disciplinary assessment by the ISO; 1.57. “Learning Management System” or “LMS” means the online system provided by the League for the upload and storage of educational data and information regarding Academy Players; 1.58. “Multi-disciplinary Review” means a review of all aspects of an Academy Player’s football, athletic and educational performance and development and which shall include: (a) reports from all relevant Academy Staff (including from the coaching, education and sports science and medicine/performance support disciplines); (b) for Academy Players on the Full Time Training Model or the Hybrid Training Model, reports and educational data from the Academy Player’s school (and where the League requests, all Academy Players on the Part Time Training Model); (c) self-assessment by the Academy Player; and (d) short, medium and long-term targets for the Academy Player’s football, athletic and personal development; 1.59. “Part Time” means, when applied to a role specified under these Rules, one where the working hours are less than 35 hours per week. A Part Time role may be fulfilled by two or more Officials (e.g. on a job-share basis);
General Guidance No minimum number of hours is specified for Part Time roles required under these Rules. This is left to Clubs’ discretion. However, the League and the ISO will require to be satisfied that the required outputs and results are achieved by a Club’s staffing structure. See further, by way of comparison, Rule 45 and the Guidance thereunder. 359 1.60.“Part Time Training Model” means a coaching curriculum whereby the coaching of an Academy Player does not require him to miss any part of the School Day; 1.61. “Performance Analysis” means the analysis of the physiological, technical and tactical performance of each individual Player and, in a game, of the team as a whole. Performance Analysis shall be undertaken by means of such video and/or IT technology as the League shall from time to time determine; 1.62.“Performance Analysts” means the Officials referred to in Rules 100 and 101; 1.63. “Performance Clock” means the application utilised for recording, measuring, monitoring and evidencing all aspects of an Academy Player’s progression, development and education in accordance with the format and procedures to be set by the League; 1.64. “Performance Management Application” means the online support service to be developed and maintained by the League and utilised by each Club for the purposes of assisting the management of the Academy and recording and analysing data. Such data shall include (without limitation): (a) each Academy Player’s Performance Clock; (b) key data on Academy Staff such as records of qualification and Continued Professional Development; (c) such information as the League may from time to time require for the purposes of national or Category-wide benchmarking; and (d) data received from The Football Association in respect of an Academy Player who plays for, or who is coached by The Football Association with a view to playing for, an England representative side; 1.65. “Personal Development and Life Skills Plan” means the individual development plan for each Academy Player delivered by his Club on an ongoing basis throughout the period of his registration and which will also include (without limitation) life skills training or coaching in the following areas: (a) mental and emotional wellbeing; (b) health and nutrition; (c) careers and further education advice; (d) transition support; (e) financial management; (f) use of social media; (g) dealing with the media; (h) anti-doping;
General Guidance In addition to the above, Rule 208 requires all Clubs to deliver training to Academy Players and Academy Staff on equality, diversity and inclusion. 360 Youth Development Rules 1.66. “Player Care” means the adoption of a holistic approach to personal and sporting development, supporting Academy Players to achieve their potential in and out of football; 1.67. “Playing Philosophy” means a written statement which sets out: (a) the principles, values, playing style and tactical approach of all of the Club’s teams (including its first team); and (b) profiles detailing, for each age group and the first team, the Club’s desired technical, tactical, physical, psychological and social skills of players in each position on the pitch; 1.68. “Premier League 2” means the League of that name managed, organised and controlled by the League; 1.69. “Productivity Methodology” means the methodology developed by the League for analysing the registration and playing history of Players and, as a consequence thereof, for producing each Club’s Productivity Profile; 1.70. “Productivity Profile” means an analysis, provided by the League using the Productivity Methodology, of each Club’s track record in developing Academy Players, that is to say: (a) the extent to which Academy Players coached by or at its Academy have progressed to become established professional Players; and accordingly (b) the extent to which the Club is successful in contributing to the development of established professional Players; 1.71. “Professional Development Leagues” means the leagues of that name managed, organised and controlled by the League (in the case of Clubs operating Category 1 and Category 2 Academies) or by The Football League (in the case of Clubs operating Category 3 and Category 4 Academies) and “Professional Development League 1”, “Professional Development League 2” and “Professional Development League 3” shall be construed accordingly; 1.72. “Professional Development Phase” means the Under 17 to Under 21 age groups inclusive; 1.73. “Professional Development Phase Games Programme” means the games programmes organised by the League and Football League for teams in the Professional Development Phase as set out in Rules 154 to 160; (i) gambling, anti-corruption and sporting integrity; ( j) personal integrity; and (k) social skills.
General 361 1.74.“Qualified Teacher Status” means the accreditation which an individual must obtain in order to teach in state-maintained schools in England and Wales; 1.75.“Scholarship Agreement” means an agreement made between a Club and an Academy Player in PLYD Form 1; 1.76.“School Day” means the times when the pupils of a school are required to attend that school as determined by its governors; 1.77.“Senior Academy Physiotherapist” means the Official referred to in Rule 95; 1.78.“Senior Professional Development Coach” means the Official referred to in Rule 71; 1.79. “Sports Science and Medicine/Performance Support Programme” means an integrated, interdisciplinary programme for the provision of sports science, medical services, performance support and analysis as more particularly described in Rules 217 to 220; 1.80.“Sports Therapist” means a Person who holds at least an undergraduate degree in sports therapy; 1.81.“Technical Board” has the meaning set out in Rules 28 to 30; 1.82. “Tournament” means a grouping of competitive matches between three or more Clubs (or clubs) whose results are given significance (e.g. there may be a winner of the Tournament) and which are typically played together at one venue and over a short period of time (e.g. one day or a few days); 1.83. “Training Camp” means an event for the Academy Players of one Club and which lasts for one or more days and at which a variety of coaching and other on-pitch and off-pitch activities takes place; 1.84.“Training Model” means the Full Time Training Model, the Hybrid Training Model or the Part Time Training Model; 1.85.“Trialist” means a player playing in age groups Under 9 to Under 21 who is attending an Academy on trial under the provisions of Rules 235 or 236; 1.86. “Vision Statement” means a written statement of the Club’s desired culture, values, ambitions and strategic aims, and the behaviours and activities which the Club has adopted and will adopt (including within its Academy) in order to achieve the same; 1.87.“Youth Development Phase” means the Under 12 to Under 16 age groups inclusive; and 1.88. “Youth Development Phase Games Programme” means the games programmes organised by the League and Football League for teams in each of the Under 12 to Under 16 age groups, full details of which are set out in Rules 139 to 153.
General 362 Youth Development Rules 2. For the purposes of this section of these Rules: 2.1. Academy Players shall be placed in one of 13 age groups commencing with age group Under 9 and ending with age group Under 21; and 2.2. the age group into which each Academy Player shall be placed shall be determined by his age on 31 August in the year in question, save in the case of players in the Under 21 age group, who must be under the age of 21 as at 1 January in the year in which the Season concerned commences (i.e. for Season 2019/20 born on or after 1 January 1998). General 3. If a Club engages in the training and development of young players then it must: 3.1.obtain a licence to operate an Academy; and 3.2. operate its Academy in accordance with this section of the Rules. 4. The maximum term of a licence to operate an Academy shall be three years, unless revoked earlier in accordance with these Rules or extended by the PGB at its sole discretion. 5. There shall be four Categories of Academy. Applications to Operate Academies 6. Each Club which operates or applies to operate an Academy shall give the League and the ISO access to such facilities, personnel, documents and records as they reasonably require in order to undertake their responsibilities under these Rules. 7. In accordance with such timetable as issued by the League from time to time, a Club which wishes to operate (or continue to operate) an Academy must (a) submit its written application (signed on behalf of the Club by an Authorised Signatory) to do so to the ISO, and (b) submit a self-assessment via the Academy Standards Application to demonstrate adherence with: 7.1. the ‘safe to operate’ conditions implemented by the ISO from time to time; 7.2. the Rules; and 7.3. the standards issued by the ISO from time to time in respect of the areas set out in Rule 9.2, below (the "Standards"). 8. The PGB, taking into account the advice of the ISO (which shall be provided following a review by the ISO of the submission referred to in Rule 7), shall determine whether each applicant Club adheres to the ISO’s ‘safe to operate’ conditions, the Rules and the Standards and notify each such Club of its determination by the deadline stipulated by the League. 9. The PGB shall determine that a Club either: 9.1. does not comply with the ISO’s ‘safe to operate’ conditions, the Rules and the Standards, in which case the PGB will issue an action plan to the Club for it to address any breaches of the conditions, Rules or Standards, failure to comply with which may (at the PGB’s absolute discretion) result in the
General Guidance It is expected that the Club Officials who will attend the meeting with the ISO and the League referred to in Rule 13.2 will include the Academy Manager and the Chief Executive. 363 refusal to grant a licence to operate an Academy, the removal of an existing licence to operate an Academy or the downgrading of the Category status of an Academy; or 9.2. does comply with the ISO’s ‘safe to operate’ conditions, the Rules and the Standards in full, in which case the Club shall maintain the Category status of its Academy and the ISO shall conduct a further multi-disciplinary assessment of the Club’s Academy over a three-year period across the following areas (utilising such assessment criteria as devised by the ISO from time to time): (a) leadership and management; (b) coaching; (c) medicine/performance support; (d) education and player care; and (e) pathway and productivity. 10. Where during or following the completion of the multi-disciplinary assessment referred to at Rule 9, above, the ISO determines that the Club is failing to or has failed to adequately fulfil any element of the assessment criteria, it may recommend to the PGB that it issues an action plan to the Club for it to address any such failure(s), failure to comply with which may (at the PGB’s absolute discretion) result in the downgrading of the Category status of the Club’s Academy. 11. Where a Club wishes to apply for its Academy to obtain a higher Category status: (a) it must indicate the same in the submission referred to at Rule 7, above; and (b) the assessment processes referred to in Rules 7 and 9 will take place over the course of one year, rather than three. Where a Club can demonstrate at the time of submission that it is compliant with all requirements of the higher Category status, the ISO may consider awarding such higher Category status to the Club on a provisional basis whilst the one-year assessment referred to in point (b) is undertaken. 12. Each Club shall be given no less than one weeks’ notice of the dates of any element of an ISO Audit and may not change those dates save with the permission of the PGB, which shall only be granted if the PGB is satisfied there are exceptional circumstances which justify such a change. 13.Prior to any element of an ISO Audit being presented to the PGB, the ISO shall: 13.1.give to the Club a copy of it and of the ISO’s recommendation; 13.2.thereafter, if requested by the Club, hold a meeting with Officials of the Club and representatives of the League to discuss it; and 13.3. consider any representations made by the Club or the League about the Club’s ISO Audit and make all appropriate amendments to the ISO Audit consequent upon those representations.
General Guidance The circumstances referred to above include a change in ownership or strategic priority within the Club leading to a significantly high level of commitment to and investment in the Academy. The Club would need to demonstrate an improvement in performance against targets, not simply plans to improve performance. 364 Youth Development Rules 19.Any Club or Official making a false statement (whether made verbally or in writing) or falsifying a document in connection with: 19.1.an application for a licence to operate an Academy; 19.2.the League’s annual evaluation undertaken pursuant to Rule 31.2; 19.3.an ISO Audit; or 19.4.any other provision of these Rules, shall be in breach of these Rules and shall be liable to be dealt with in accordance with the provisions of Section W of the Premier League Rules. 14. The PGB, having given due consideration to a Club’s ISO Audit and recommendation and to the advice of the League, shall (where appropriate) issue all licences to operate Academies and shall determine the Category of each Academy in respect of which it grants a licence. 15. For the avoidance of doubt, a Club shall only have the right to make representations to the PGB in connection with its application for a licence to operate an Academy if it believes that the ISO Audit contains manifest error. 16. A Club may only appeal against the decision of the PGB not to issue it a licence to operate an Academy, or against the PGB’s determination of the Category of its Academy, if that decision was: 16.1.reached as a result of fraud, malice or bad faith; 16.2.reached as a result of procedural errors so great that the rights of the Club have been clearly and substantially prejudiced; 16.3.reached as a result of a perverse interpretation of the law; or 16.4.one which could not reasonably have been reached by any tribunal which had applied its mind properly to the facts of the case. 17.Any appeal by a Club pursuant to Rule 16 shall be dealt with in accordance with Rule K (Arbitration) of the Rules of The Football Association. 18.A Club that has had a licence removed may not re-apply for a licence to operate an Academy within three years of the PGB’s determination unless: 18.1. the PGB is satisfied that there are exceptional circumstances which justify a further application; and 18.2. the Club bears any costs of the League, ISO and PGB reasonably incurred by any of those bodies in assessing and determining the Club’s further application.
General Guidance Failure to comply with any of the Rules in this section, other than those specified in Rule 21 above, will not ordinarily lead to liability to disciplinary action under Section W. However, such failure to comply may be dealt with pursuant to the terms and conditions of the Club’s Academy licence and may lead to the revocation, suspension or downgrading of that licence, or the withdrawal or suspension of central funding, pursuant to Rule 20. The League considers that the Rules specified in Rule 21 are of such a nature that breach should open the possibility of disciplinary action under Section W because they impact upon other people or entities, and in particular, Academy Players and/or other Clubs. 365 20. If, in breach of Rule 3.2, a Club fails to comply with any Rule in this section, or if a Club or Official makes a false statement or falsifies a document as set out in Rule 19, then the PGB may: 20.1.revoke the Club’s licence to operate an Academy; or 20.2. suspend the Club’s licence to operate an Academy for such time as it shall determine during which the Club shall have the opportunity to ensure it becomes compliant with the relevant Rule; or 20.3. determine that the Club’s Academy shall have a lower Category than its current Category; or 20.4. withdraw or suspend the Club’s entitlement to any central funding provided for the purposes of youth development; and 20.5.in any of the above cases require the ISO to undertake an ISO Audit of the Club’s Academy as soon as reasonably practicable. 21.Without prejudice to Rule 20, any breach of Rules 3.2, 6, 19, 26.2, 35 to 43, 47, 48, 49, 116 to 120, 123.2, 127 to 129, 131, 132, 137, 138, 151 to 153, 160 to 162, 170, 171, 173 to 189, 197, 215 to 228, 242, 244, 245, 248 to 251, 257, 263, 266, 267, 278, 281, 284 to 286, 296 to 299, 317, 320 or 324 shall be liable to be dealt with under the provisions of Section W of the Premier League Rules.
Youth Development Rules Strategy, Leadership and Management of the Academy 366 Youth Development Rules Strategic Documents 22. Each Club which operates an Academy shall document and make available to the League and to the ISO its Vision Statement, Playing Philosophy and Coaching Philosophy each of which shall be: 22.1.drawn up by the Technical Board; and 22.2.annually reviewed and approved by the Club Board. Academy Performance Plan 23. Each Club which operates an Academy shall prepare and make available to the League and to the ISO, as part of the self-assessment process referred to at Rule 7, its Academy Performance Plan. 24. The Academy Performance Plan shall be drawn up under the guidance of the Academy Manager in consultation with such Officials as the Club may consider appropriate (including, by way of example only, the Manager, the Chief Executive, the Academy Management Team and the technical director if the Club has appointed one and the Technical Board) and shall be reviewed annually by the Academy Manager. 25.The Club Board shall: 25.1.annually review and approve the Academy Performance Plan; 25.2.ensure that the Academy Performance Plan is communicated to all relevant Officials; and 25.3. measure the performance of the Academy each year against the objectives, strategy and specific performance targets set out in the Academy Performance Plan and ensure that appropriate action is taken if the performance targets have not been met. Performance Management Application 26.Each Club which operates an Academy shall: 26.1. utilise the Performance Management Application from the date of its implementation by the League and record on it the data listed in Rule 1.64; 26.2. ensure that the data held on the Performance Management Application which is within the Club’s control is held securely and is only released to, or accessed by, those Persons who require access to it pursuant to any of these Rules; and 26.3. provide the League with such information as it may from time to time require for the purposes of analysing and benchmarking on a national or Category-wide basis any aspect of the performance of Academy Players or Clubs.
Strategy, Leadership and Management of the Academy 367 27.Each Club which operates an Academy shall ensure that the Performance Management Application is available for access by the following individuals: 27.1.relevant Academy Staff; and 27.2. Parents of its Academy Players aged 17 and younger, and the Academy Players themselves, in relation to information contained on the Performance Management Application which relates to that Academy Player (but excluding information which in the Club’s reasonable opinion ought not to be so disclosed). Technical Board 28.Each Club which operates an Academy shall establish a Technical Board. 29. The membership of the Technical Board shall consist of such Officials as the Club Board deems necessary in order for the Technical Board to properly perform the functions with which it is tasked by these Rules, and accordingly may include: 29.1.the Chief Executive; 29.2.the Manager; 29.3.the Academy Manager; 29.4.any technical, football or sporting director employed by the Club; 29.5.such Officials as can give input from the following functional areas: 29.5.1. recruitment; 29.5.2. coaching; and 29.5.3. Professional Development Phase coaching; and 29.6.any other Official that the Club deems appropriate. 30. The Technical Board shall provide technical advice and support in the development of the Club’s Playing Philosophy, Coaching Philosophy and Coach Competency Framework, and in the development, implementation and monitoring of the Academy Performance Plan.
Youth Development Rules Effective Measurement 368 Youth Development Rules Monitoring 31.The League shall conduct: 31.1.on-going monitoring of each Academy; and 31.2.an annual evaluation of each Academy which shall be made available to the Club, the ISO and, if required, the PGB. 32.A Club shall be entitled to publish the results of its ISO Audit and the Category of its Academy. Productivity Profile 33. Each year the League will provide each Club which operates an Academy with an up to date Productivity Profile, benchmarked (on an anonymised basis) against other Clubs (and, if appropriate, Football League clubs).
Youth Development Rules Performance Management, Player Development and Progression Guidance 1. The Performance Clock records the the Academy Player's progress throughout his development. The Performance Clock is an embedded application in the Performance Management Application. Information is carried forward year on year (and from club to club) to build into a comprehensive record of the Academy Player's development. The Performance Clock should provide a breakdown of the time spent in individual and team technical and practical development, matches played, sports science and medicine (including psychological and social development) and educational progression. The Performance Clock logs qualitative information and evidence documented by both coach and Academy Player relating to an Academy Player's successful progression in the above areas. The Performance Clock also evidences the Academy Player’s Multi-disciplinary Reviews. It should be noted that while there is scope within the Performance Clock for the Academy Player to give feedback and comments, the primary responsibility to maintain Performance Clocks lies with the Club. Any Club which fails to maintain its Academy Players’ Performance Clocks, and make them available in accordance with Rule 34, may jeopardise its categorisation. 2. Guidance Neither the Academy Player nor his Parent need be present at the Multi-disciplinary Review. See however the Club’s obligations under Rules 37, 38 and 40 to 42. 369 36. Each Multi-disciplinary Review shall assess the performance and development of the Academy Player against his performance targets set at previous Multi-disciplinary Reviews. At the end of each Multi-disciplinary Review the Club shall update the Academy Player’s Individual Learning Plan to take account of conclusions reached at the Multi-disciplinary Review. Individual Learning Plans and Multi-disciplinary Reviews 35.Each Club which operates an Academy shall ensure that it undertakes a Multi-disciplinary Review in respect of each Academy Player: 35.1.every 12 weeks (if he is in one of the Under 9 to Under 11 age groups); 35.2.every six weeks (if he is in one of the Under 12 to Under 18 age groups); and 35.3.with such frequency as is necessary according to his developmental needs (if he is one of the Under 19 to Under 21 age groups). Performance Clock 34.Each Club which operates an Academy shall maintain a Performance Clock for each of its Academy Players and ensure that it is made available to: 34.1.the Academy Player; 34.2. his Parent (and without prejudice to the generality of the foregoing the Club shall provide to the Academy Player and his Parent a copy of his Performance Clock if he ceases to be registered with the Club); 34.3.the League; and 34.4.the ISO.
Performance Management, Player Development and Progression Guidance It is recommended that one of the meetings referred to in Rule 40 is held at around the mid-season point and the other at the end of the season. The annual written report referred to in Rule 42 should form the basis of the end of season meeting. Regular reviews of all aspects of an Academy Player’s development are a key part of the Elite Player Performance Plan. Each periodic Multi-disciplinary Review will have input from each discipline within the Academy (coaching, education and welfare, and sports science and medicine/performance support). The following best practice recommendations are made, which supplement the above minimum requirements. 370 Youth Development Rules 37.Each Club which operates an Academy shall ensure that it conducts a meeting with each of its Academy Players: 37.1.no fewer than four times per Season (if he is in one of the Under 9 to Under 18 age groups); and 37.2.with such frequency as is necessary according to his development needs (if he is one of the Under 19 to Under 21 age groups). 38.At the meetings referred to in Rule 37, the Club shall: 38.1.discuss with the Academy Player his Individual Learning Plan; and 38.2. take all appropriate action (for example by way of amending his Individual Learning Plan to set mutually agreed performance targets and/or such individual coaching, athletic development or educational support as may be necessary). 39.Each Multi-disciplinary Review shall be recorded on the Academy Player’s Performance Clock. 40. Each Club which operates an Academy shall meet with the Parent of each Academy Player under the age of 18 at least twice a year and provide to and discuss with the Parent a detailed review of all aspects of the Academy Player’s performance and development based on his most recent Multi-disciplinary Reviews. 41.A written record of the discussion referred to in Rule 40 shall be given to the Parent and noted on the Academy Player’s Performance Clock. 42. Each Club which operates an Academy shall, between 1 May and 30 June in each year, provide to the Parent of each Academy Player under the age of 18 an annual written report on all aspects of the Academy Player’s performance and development over the preceding season. 43.Each Club shall permit a representative of the League to attend Multi-disciplinary Reviews if so requested by the League.
Performance Management, Player Development and Progression 1. Multi-disciplinary Reviews should not only measure the Academy Player’s progression against his own performance targets, but also benchmark his development against that of his peers. The procedure for undertaking Multi-disciplinary Reviews with Academy Players should follow a standard protocol. The meeting should involve the head coach for the Academy Player’s Development Phase and the Head of Education (particularly if the Club is providing education to the Academy Player), plus any other relevant Academy Staff (e.g. sports scientists) as required. Similar protocols may be adopted for the meetings with Parents. Thus, it is recommended that the meeting is attended by the head coach for the Academy Player’s Development Phase, the Head of Education and any other relevant Academy Staff. 2. 3. 371
Youth Development Rules Staff Guidance The functions covered by the mandatory posts must be delivered by all Clubs operating an Academy. However, the League acknowledges that Clubs should have flexibility in the organisation of their staffing structure provided that the structure that is adopted delivers the same outputs and results as if the mandatory posts were filled. The exceptions to this are the post of Academy Manager and the coaches set out in Rules 65 and 66: a Club must employ a Full Time Academy Manager in accordance with Rules 52 to 58 and coaches in accordance with Rules 65 and 66. 372 Youth Development Rules 46.The Club shall document its staffing structure in an organisational chart which shall: 46.1.show the reporting lines of each member of Academy Staff; and 46.2.be made available to Academy Staff, the League and the ISO. 47.The relationship between a Club and each member of its Academy Staff shall be appropriately documented by way of: 47.1.an employment contract; 47.2.a statement of terms of employment pursuant to Section 1 of the Employment Rights Act 1996; or 47.3.in the case of a non-employee, a contract for services. 48.Each member of Academy Staff shall be given: 48.1.a written job description (which may be contained in the document referred to in Rule 47); and 48.2.an annual performance appraisal. General 44.Each Club which operates an Academy shall establish a staffing structure for its Academy which shall: 44.1.subject to Rule 45, include the mandatory posts required by this section of the Rules for the Category applicable to its Academy; and 44.2.have regard to the guidelines and best practice set out in the Elite Player Performance Plan. 45. Save for the Academy Manager and the coaches described in Rules 65 and 66, a Club need not employ those Academy Staff whose employment is mandatory for the Category of its Academy pursuant to these Rules provided that the Club is able to demonstrate to the reasonable satisfaction of the League, the ISO or the PGB (whichever body is appropriate), that its staffing structure includes the same expertise and achieves the same results as if all the mandatory posts required by this section of the Rules were filled.
Staff Guidance It is envisaged that CPD will be delivered partly by Clubs and partly externally (e.g. by The Football Association). Guidance This section of the Rules should be read subject to Rule 45. If a Club does not employ one of the Officials described in Rule 50.2, Clubs should consider including representation from the relevant functional area on the Academy Management Team. 373 Academy Manager 52.Each Club which operates an Academy shall employ a Full Time Academy Manager. 53.The Academy Manager’s appointment shall be approved by the Club Board. 54.The Academy Manager shall report to the Chief Executive or to such other senior administrative Official of the Club as the Club Board shall approve. Academy Management Team 50.Each Club which operates an Academy shall establish an Academy Management Team which shall: 50.1.be led by the Academy Manager; and 50.2. in addition to the Academy Manager, consist of such other Officials as the Club Board deems necessary in order for the Academy Management Team to properly perform the functions with which it is tasked by these Rules and otherwise, and which may accordingly include the Head of Education, the Head of Sports Science and Medicine, the Head of Recruitment, the Head of Academy Coaching, the individual referred to at Rule 108, the Head of Safeguarding, the Academy Operations Manager and the Academy Secretary. 51. The Academy Management Team shall assist the Academy Manager in running the operations of the Academy in accordance with the Club’s Academy Performance Plan. 49.Each Club which operates an Academy shall: 49.1.provide Continued Professional Development to members of Academy Staff where required to do so pursuant to these Rules; and 49.2. take all reasonable steps to ensure that each member of Academy Staff who is required by these Rules to undertake Continued Professional Development does so.
Staff Guidance It is acknowledged that some Academy Managers may also have important roles as coaches and that the above responsibilities may limit the time they have for coaching. As a consequence, the Academy Manager will be entitled to delegate some of his functions to other staff at the Academy to enable him to continue to undertake coaching. 374 Youth Development Rules 56.Subject to Rule 57, each Academy Manager must hold: 56.1.an up to date UEFA A Licence; 56.2.an FA Youth Award; and 56.3.an FA Advanced Youth Award. 57.A Club may appoint as Academy Manager a Person who does not hold the qualifications set out in Rule 56 provided that the Head of Academy Coaching: 57.1.holds these qualifications; 57.2.is tasked with overseeing the Coaching Curriculum; and 57.3.is a member of the Academy Management Team and sits on the Technical Board. 55.The responsibilities of the Academy Manager shall include (unless otherwise approved by the Board): 55.1.guiding the development of the Club’s Playing Philosophy, Coaching Philosophy and Coaching Curriculum; 55.2. drawing up the Academy Performance Plan as set out in, and subject to the provisions of, Rule 24; 55.3.implementing the Academy Performance Plan; 55.4.advising the Club Board on: 55.4.1. whether the Academy has met the performance targets set out in the Academy Performance Plan; and 55.4.2. the action to be taken by the Club if the Academy has not met those performance targets; 55.5. ensuring the effective use by all appropriate Academy Staff of the Performance Management Application and Performance Clocks, including ensuring that all relevant data is recorded thereon; 55.6.the design, implementation and management of the Academy’s Coaching Curriculum; 55.7.ensuring that all Academy Staff undertake the Continued Professional Development required of them by this section of the Rules; 55.8.being the line manager of the Head of Education, Head of Coaching and Head of Recruitment; and 55.9.liaising with the Club’s Manager as appropriate.
Staff Guidance Any Academy Manager holding the BFAS qualification will be required to attain the Emergency First Aid in Football (EFAiF) qualification with effect from the date of expiry of the BFAS qualification. Any new Academy Manager appointed after 1st July 2018 not already holding BFAS must hold the EFAiF on appointment. Guidance This section of the Rules should be read subject to Rule 45. 375 Head of Academy Coaching 63.Each Club which operates an Academy shall employ a Head of Academy Coaching who shall: 63.1.report to the Academy Manager; 63.2.subject to Rule 55.6, have responsibility for delivery of the Academy’s Coaching Curriculum; 59. Each Club which operates an Academy must ensure that its Academy Manager enrols and participates fully in the Elite Academy Managers Development Programme. Academy Operations Manager 60. Each Club which operates a Category 1 Academy shall appoint an Academy Operations Manager, who shall be employed Full Time and shall have day-to-day responsibility for executive and operational issues within the Academy. Academy Secretary 61. Each Club which operates an Academy shall appoint an Academy Secretary who shall be employed Full Time in the case of a Club which operates a Category 1 or Category 2 Academy or at least Part Time in the case of a Club which operates a Category 3 or Category 4 Academy. 62.The Academy Secretary shall: 62.1.provide administrative support to the Academy Manager and the Academy Management Team; 62.2. act as the point of contact between the Academy and the League for all administrative matters, including the submission of required information; and 62.3. be familiar with all relevant provisions of these Youth Development Rules, as amended from time to time. 58. The Academy Manager must undertake Continued Professional Development organised by the Club. In addition, where the Academy Manager holds a qualification set out in Rule 56, he must attend such training provided by The Football Association as is necessary to maintain the validity of that qualification and at least five hours of in-service training to be provided by the League every year and hold a current BFAS, current EFAiF or an equivalent or higher qualification approved by the Board.
Staff Guidance The League has devised EHOC to provide a funded, elite development programme for Full Time Heads of Academy Coaching. Guidance It is recommended (and mandatory in the circumstances set out in Rule 57) that the Head of Academy Coaching will be a senior appointment in the Academy and a member of the Academy Management Team and sit on the Technical Board. This section of the Rules should be read subject to Rule 45. 376 Youth Development Rules Coaches 65.Each Club which operates an Academy shall employ as a minimum the number of Full Time coaches for each Development Phase in accordance with the Category of its Academy as set out in the following table: 64. In addition to the in-service training referred to in Rule 63.9, the Head of Academy Coaching must undertake Continued Professional Development organised by the Club. 63.3. be responsible for designing and delivering the Club’s Continued Professional Development programme, which shall reflect the Club’s Playing Philosophy and Coaching Philosophy and each coach’s Coach Competency Framework for all the Club’s Academy coaches; 63.4. discharge the responsibilities with regard to Development Action Plans set out at Rules 78 to 80; 63.5. hold at least an up to date UEFA A Licence, an FA Youth Award, and an FA Advanced Youth Award; 63.6. hold a current Basic First Aid for Sport Qualification, current EFAiF or an equivalent or higher qualification approved by the Board; 63.7.have recent and relevant experience of coaching Academy Players in an Academy (or of a comparable environment); 63.8. be employed Full Time in the case of a Head of Academy Coaching employed in a Category 1, Category 2 or Category 3 Academy and at least Part Time in the case of a Category 4 Academy; 63.9.attend at least five hours of in-service training to be provided by the League each year; 63.10. attend such training to be provided by The Football Association as is necessary to maintain the validity of the qualifications set out in Rule 63.5; and 63.11. in conjunction with each of the Club’s coaches, plan, deliver and monitor the delivery of individual development plans for each such coach.
Staff Guidance For those Clubs which operate a Category 3 or Category 4 Academy, the Academy Manager and Head of Academy Coaching may count towards the minimum numbers required under Rule 65. Further consideration will be given to this in due course as it is however best practice that they are not included in the count of coaches under Rule 65. 377 66. In addition to the coaches set out in Rule 65 each Club shall employ sufficient additional coaching staff (Full Time or Part Time) to ensure that the coach to Academy Players ratios set out in Rule 119 are maintained. 67. Each Club shall appoint one Full Time coach in each Development Phase who shall be the lead coach for that phase and be responsible for managing the delivery of coaching within it, and who shall: 67.1.in respect of the Youth Development and Professional Development Phase, hold at least an up to date UEFA A Licence; and 67.2.in respect of the Foundation Phase, hold at least an up to date UEFA B Licence and the relevant age specific FA Advanced Youth Award. Goalkeeping Coaches 68. Each Club which operates an Academy shall employ, either on a Full Time or Part Time basis, such goalkeeping coaches as are necessary to ensure that each Academy Player who is a goalkeeper receives the required hours of coaching set out in Rule 116, subject to the following minimum requirements: 68.1.a Club operating a Category 1 Academy shall employ at least two Full Time goalkeeping coaches; and 68.2.a Club operating a Category 2 Academy shall employ at least one Full Time goalkeeping coach. Foundation Phase Youth Development Phase Professional Development Phase Category 1 2 3 3 Category 2 1 2 2 Category 3 1 1 2 Category 4 N/A N/A 2
Staff Guidance This section of the Rules should be read subject to Rule 45. Guidance This section of the Rules should be read subject to Rule 45. 378 Youth Development Rules Senior Professional Development Coach 71. Each Club which operates a Category 1 or Category 2 Academy shall (and a Club which operates a Category 3 or Category 4 Academy may) appoint a Senior Professional Development Coach who shall: 71.1. report to the Academy Manager; 71.2. liaise with the Manager; 71.3.hold a UEFA A Licence and the FA Advanced Youth Award with the age specific specialist element relevant to the Professional Development Phase; 71.4. oversee on a day-to-day basis the Coaching Curriculum for the Under 19 to Under 21 age groups; 71.5.manage the transition of Academy Players to the Club’s senior squad in accordance with the Club’s procedure for the same described in Rule 73; 71.6. contribute to the Multi-disciplinary Reviews of all Academy Players in the Professional Development Phase; and 71.7. manage the Club’s team which competes in the Professional Development League. 72. Each Club which operates a Category 3 or Category 4 Academy that does not appoint a Senior Professional Development Coach in accordance with Rule 71 shall assign a member of the coaching staff responsible for the coaching of the Club’s professional players to act as a liaison coach who shall: 72.1. liaise with the Academy Manager; 72.2. liaise with the Manager; and 72.3.manage the transition of Academy Players to the Club’s senior squad in accordance with the Club’s procedure for the same described in Rule 73. 73. Each Club which operates an Academy shall develop, implement and provide evidence of a procedure to enable the transition of Academy Players to its senior squad. 69. Each goalkeeping coach must: 69.1.attend at least five hours of in-service training to be provided by The Football Association each year; 69.2.attend the first aid training for Academy coaches provided by The Football Association at least once every three years; and 69.3.undertake Continued Professional Development organised by the Club. 70. Each goalkeeping coach must hold an up to date UEFA B Licence and an FA Goalkeeping Coaching B Licence.
Staff Guidance These Rules require the following Academy Staff to hold an up to date UEFA A Licence: • • Head of Academy Coaching (Rule 63.5); and Senior Professional Development Coach (Rule 71.3). Guidance The League, The Football League and The Football Association will establish and maintain a national database of qualifications of coaches, and the in-service training they have undertaken. 379 77.Each Club which operates an Academy shall prepare a Coach Competency Framework, which must be approved by its Technical Board. 78. Each Club shall ensure that the Head of Academy Coaching provides to each of its Academy coaches (including goalkeeping coaches and the Senior Professional Development Coach) a Development Action Plan, that is to say the Head of Academy Coaching shall undertake an assessment of the competencies of each Academy coach and discuss this with him, and agree with him the competencies and behaviours which he needs to develop, and the activities which he will undertake in order to develop them, and the timeframe within which he will undertake them, and record the same in writing and give a copy to the coach. 79. The Club must record evidence that the actions referred to in the Development Action Plan have been undertaken, and review those actions within an appropriate period with the coach, and amend the Development Action Plan if necessary. 80.The Club shall ensure that the Head of Academy Coaching reviews, and if necessary amends, each coach’s Development Action Plan with such frequency as is necessary. 75. Each coach (including goalkeeping coaches) must attend at least five hours of in-service training to be provided by the Football Association or League each year and hold a current BFAS, current EFAiF or an equivalent or higher qualification approved by the Board. 76.In addition to the in-service training referred to in Rule 75, each coach must undertake Continued Professional Development organised by the Club. Coaches: Qualifications and Professional Development 74.Each coach (excluding goalkeeping coaches to whom Rule 69 applies) must from the commencement of and throughout their employment hold: 74.1.an up to date UEFA B Licence (save where these Rules require a coach to hold an up to date UEFA A Licence); 74.2.an FA Youth Award; and 74.3.an up to date FA Advanced Youth Award with the age-specific specialist element relevant to the Development Phase which they coach.
Staff Guidance A Club which operates a Category 3 or Category 4 Academy may choose to buy in support for this function on a Part Time basis. Clubs may elect to alternatively title this role ‘Head of Academy Performance’ or ‘Head of Academy Performance Support’. Guidance Under Rule 84.1.2, where the Academy Doctor is not head of department the further qualification is still necessary if the doctor is providing independent unsupervised management in the area of Sport and Exercise Medicine. 380 Youth Development Rules 83. The Head of Academy Sports Science and Medicine shall be responsible for managing and delivering the Sports Science and Medicine/Performance Support Programme for all Academy Players registered with the Club. 84.The Head of Academy Sports Science and Medicine: 84.1.shall be either: 84.1.1. a registered physiotherapist member of the Health and Care Professions Council; 84.1.2. a registered medical practitioner licensed to practise by the General Medical Council (and shall comply with the General Medical Council’s requirements concerning annual appraisal, scope of practice, indemnity and revalidation of doctors) with a diploma in Sport and Exercise Medicine or equivalent or higher qualification; or 84.1.3. the holder of at least a master’s degree in sports science (or other relevant discipline) from a recognised university and have or be working towards British Association of Sport and Exercise Sciences and/or British Psychological Society accreditation, and 84.2.shall have recent and relevant professional experience in a sports performance environment. Head of Academy Sports Science and Medicine 81. Each Club which operates a Category 1 and Category 2 Academy shall appoint a Full Time Head of Academy Sports Science and Medicine who shall report to either the Academy Manager or the Official who is responsible for Sports Science and Medicine/Performance Support for the entire Club (and whichever he reports to, he shall liaise closely with the other). 82. Each Club which operates a Category 3 or Category 4 Academy shall demonstrate to the reasonable satisfaction of the League, the ISO or PGB (whichever body is appropriate) that its Sports Science and Medicine/Performance Support Programme for Academy Players is appropriately managed and delivered.
Staff Guidance It is envisaged that the Person who is appointed to this role shall have had recent relevant experience (which will be assessed by the League and/or the ISO), including managerial experience in a sports science environment. This section of the Rules should be read subject to Rule 45. 381 Academy Nutritionist 88.Each Club which operates a Category 1 Academy shall appoint or designate an existing member of Academy Staff to the role of Academy Nutritionist who: 88.1.shall be Part Time; 88.2. shall be responsible for devising and implementing plans to promote nutrition and a healthy diet amongst Academy Players; 88.3. shall provide advice to Academy Players and Staff on all aspects of nutrition; and 88.4. shall be on the Sport and Exercise Nutrition Register (“SENr”) or work under the direct management and supervision of an individual listed on the SENr. Lead Sports Scientist 89.Each Club which operates a Category 1 or Category 2 Academy shall appoint a Full Time Lead Sports Scientist who shall: 89.1.hold at least a bachelor’s degree in sports science (or another relevant discipline) from a recognised university; 89.2.have recent and relevant professional experience in a sports performance environment; 89.3.co-ordinate and lead the sports science services for the Academy; 85.The Head of Academy Sports Science and Medicine shall hold either: 85.1. if he is a registered physiotherapist member of the Health and Care Professions Council or a registered medical practitioner, a current AREA certificate, ATMMiF or an equivalent or higher qualification approved by the Board; or 85.2. if he is neither of the above, a current EFAiF or an equivalent or higher qualification approved by the Board. 86. For the avoidance of doubt, if the Head of Academy Sports Science and Medicine is not a registered physiotherapist member of the Health and Care Professions Council or a registered medical practitioner (as set out in Rule 85.1 and 85.2 respectively) then the primacy of decisions regarding the clinical treatment of Academy Players shall rest with a physiotherapist or registered medical practitioner. 87.The Head of Academy Sports Science and Medicine must undertake Continued Professional Development organised by the Club or the League.
Staff Guidance For Clubs’ obligations generally regarding the provision of the Sports Science and Medicine/Performance Support, see Rules 217 to 220. It is envisaged that the person appointed to this role will have recent, relevant experience (which will be assessed by the League and/or the ISO). A Club which operates a Category 3 or Category 4 Academy may choose to buy in support for this function on a part time basis. This section of the Rules should be read subject to Rule 45. Guidance It is recommended that Category 2 Academies employ the Lead Strength and Conditioning Coach on a Full Time basis, but the League acknowledges that this may not always be possible, therefore, the minimum role is stated to be Part Time. This section of the Rules should be read subject to Rule 45. 382 Youth Development Rules Lead Strength and Conditioning Coaches 92.Each Club which operates a Category 1 or 2 Academy shall employ a Lead Strength and Conditioning Coach who shall: 92.1. in the case of a Category 1 Academy, be employed Full Time, and in the case of a Category 2 Academy, be employed at least Part Time; 92.2. be responsible for providing to the Club’s Academy Players appropriate strength and conditioning training and monitoring as part of the Sports Science and Medicine/Performance Support Programme; 92.3. hold at least a bachelor’s degree in sports science (or another relevant discipline) from a recognised university and have or be working towards British Association of Sport and Exercise Sciences accreditation; 92.4. hold a current Basic First Aid for Sport Qualification, current EFAiF or an equivalent or higher qualification approved by the Board; and 92.5. hold or be working towards accreditation by the UK Strength and Conditioning Association (or equivalent workshops run by any equivalent body). 93.The Lead Strength and Conditioning Coach must undertake Continued Professional Development organised by the Club. 89.4.hold a current Basic First Aid for Sport Qualification, current EFAiF or an equivalent or higher qualification approved by the Board; and 89.5.hold or be working towards holding British Association of Sport and Exercise Sciences accreditation. 90. Each Club which operates a Category 3 or Category 4 Academy shall demonstrate to the reasonable satisfaction of the League, the ISO or the PGB (whichever body is appropriate) that it delivers sufficient and appropriate sports science services to its Academy Players. 91.The Lead Sports Scientist must undertake Continued Professional Development organised by the Club.
Staff Guidance This section of the Rules should be read subject to Rule 45. 383 Physiotherapists and Sports Therapists 96. In addition to the Senior Academy Physiotherapist referred to at Rule 95, each Club which operates a Category 1 Academy shall employ at least two Full Time physiotherapists who shall each be a registered physiotherapist member of the Health and Care Professions Council and (where their duties include clinical leadership at matches) hold a current ATTMiF or Football Association Advanced Resuscitation and Emergency Aid certificate. Each Club which operates a Category 2 Academy shall employ at least one such Full Time physiotherapist who meets these requirements. 97. Any Sports Therapist employed by a Club must be subject to the management and supervision of a registered physiotherapist member of the Health and Care Professions Council. 94. In addition to the Lead Sports Scientist and the Lead Strength and Conditioning Coach, each Club which operates a Category 1 Academy shall employ a minimum of one additional Full-Time sports scientist or strength and conditioning coach. Senior Academy Physiotherapist 95.Each Club which operates an Academy shall appoint a Senior Academy Physiotherapist who shall: 95.1.be Full Time; 95.2. be a registered physiotherapist member of the Health and Care Professions Council (save that a Club which operates a Category 3 or 4 Academy may continue to employ as its Senior Academy Physiotherapist any Person so employed at the time of these Rules coming into force who does not hold the qualifications specified in this Rule provided that he has successfully completed the Football Association’s Diploma in the Treatment and Management of Injuries course or an equivalent or higher qualification. Any Person appointed thereafter must hold the qualifications specified by this Rule); 95.3. have recent and relevant professional experience in a sports performance environment; 95.4. if employed by a Club which operates a Category 1 or Category 2 Academy hold a current Football Association Advanced Resuscitation and Emergency Aid certificate or Advanced Trauma Medical Management in Football or if employed by a Club which operates a Category 3 or Category 4 Academy hold a current ITMMiF (or in either case an equivalent or higher qualification approved by the Board); 95.5.co-ordinate and lead the physiotherapy service within the Academy; 95.6.ensure that Rules 215.1 and 216 are complied with; and 95.7.undertake Continued Professional Development organised by the Club.
Staff Guidance All Sports Therapists must have a doctor or paramedic registered with the Health and Care Professions Council working alongside them on match day in the Professional Development Phase. At Category 3 and Category 4 the foregoing shall apply unless a Sports Therapist holds a current ITMMiF Qualification. For younger age groups, Rule 216 applies. Sports Therapists are not currently eligible to be registered with the Health and Care Professions Council. It is likely that this may change in a year or two and that if and when it does, an amendment to the Rules will be proposed to require all Sports Therapists working within Clubs to be so registered. Clubs should also note that IFAS / ITMMiF is only a minimum requirement, and Clubs may wish to ensure medical staff undertake additional qualifications, e.g. ATTMiF. This section of the Rules should be read subject to Rule 45. Guidance 1. Whether the Academy Doctor should be Full Time or Part Time has not been specified, it being recognised that the role may be fulfilled by a doctor who also has responsibilities for the professional squad, or who has other professional responsibilities outside the Club. See also Rules 215 and 216 concerning the medical cover at coaching and matches. The League will gather and share best practice in relation to Emergency Action Plans. This section of the Rules should be read subject to Rule 45. 2. 3. 4. 384 Youth Development Rules Performance Analysts 100.Each Club which operates a Category 1 Academy shall employ a minimum of three Full Time Performance Analysts. 101.Each Club which operates a Category 2 Academy shall employ a minimum of two Performance Analysts, one on a Full Time basis, and the other at least Part Time. Academy Doctor 99.Each Club which operates an Academy shall appoint an Academy Doctor who shall: 99.1. be a registered medical practitioner licensed to practise by the General Medical Council (and shall comply with the General Medical Council’s requirements concerning annual appraisal, scope of practice, indemnity and revalidation of doctors); 99.2. be available to assess and, if appropriate, undertake the treatment of any playing injuries suffered by an Academy Player; 99.3.undertake Continued Professional Development; 99.4. be available for consultation at the Academy on at least one occasion per week (in addition to any attendance at matches); and 99.5.be responsible for the preparation of each Club’s Emergency Action Plan. 98. Each physiotherapist and Sports Therapist employed pursuant to Rules 96 and 97 must undertake Continued Professional Development organised by the Club and each such physiotherapist shall hold a current ITMMiF or an equivalent or higher qualification approved by the Board.
Staff Guidance For Category 2 Academies, the Performance Analysts could be, for example, a student undertaking a Masters degree in a sports science related field who is on a placement as part of their Masters course. Guidance This section of the Rules should be read subject to Rule 45. 385 Head of Education 104.Each Club which operates an Academy shall appoint a Head of Education who shall: 104.1.report to the Academy Manager; 104.2.have responsibility for: 104.2.1.the organisation, management and delivery of the Club’s Education Programme; 104.2.2. the educational progression of all Academy Players registered with the Club (subject to the duties of any educational establishment at which an Academy Player’s education is taking place); 104.2.3. ensuring that the education of an Academy Player engaged on the Hybrid or Full Time Training Model is not prejudiced as a result of his being so engaged; and 104.2.4. ensuring all documents and records relating to the education of Academy Players required by these Rules are in place and up-to-date; 104.3. undertake benchmarking of the educational progression of each year group of Academy Players engaged on the Hybrid and Full Time Training Models against national data, and make the result of that benchmarking available to the League; 104.4. ensure that the Academy’s educational provision reflects the strategy and performance targets set out in the Club’s Academy Performance Plan; 104.5. hold Qualified Teacher Status and have relevant experience (in the case of Category 1 and 2 Academies) or, as a minimum, possess a teaching qualification or further education teaching qualification (in the case of Category 3 and Category 4 Academies); 104.6.be Full Time (in the case of Category 1 and Category 2 Academies); and 104.7.undertake Continued Professional Development organised by the Club. 102.The Performance Analysts shall undertake Performance Analysis of Academy Players registered with the Club. 103.The Performance Analysts must undertake Continued Professional Development organised by the Club.
Staff Guidance 1. Ideally a Club’s strategy for talent identification and recruitment should flow from its Vision Statement and Playing Philosophy and be fully integrated into its Academy Performance Plan and the multi-disciplinary approach to youth development envisaged by the Elite Player Performance Plan. Clubs may wish to document a recruitment strategy which sets out: • the profile of the players it seeks to recruit in each age group, having regard to the desired technical, tactical, maturation, social and psychological characteristics required at each age; its target groups (e.g. local v national recruitment, players attending Development Centres or local schools/boys’ clubs etc); synchronisation between coaches and recruiters to ensure that, for example, assessment procedures match those by which the Academy’s existing Academy Players are assessed, and that new recruits transit easily into the Academy environment; a strategy for late developers (including the Academy’s own Academy Players whose maturation rates are slow but who eventually catch up with their peers); and ensuring accurate scouting records are maintained. • • • • Clubs may then wish to develop an activity plan to implement the recruitment strategy. With regard to Rule 106.4 above, it is envisaged that a new qualification for Scouts will be developed in due course. This section of the Rules should be read subject to Rule 45. 2. 3. 386 Youth Development Rules 105. Each Club which operates a Category 1 Academy shall, in addition to the Head of Education, employ one Person Full Time to support the delivery of the Academy’s education programme. Head of Recruitment 106.Each Club which operates an Academy shall employ a Head of Recruitment who shall: 106.1.report to the Academy Manager; 106.2.have responsibility for the organisation, management and delivery of the Club’s policies and procedures for the recruitment of Academy Players; 106.3. have responsibility for the recruitment and training of the Club’s Scouts (including taking all reasonable steps to ensure that they comply with the requirements regarding qualifications, registration and Continued Professional Development set out at Rule 224); 106.4.be in possession of (or be actively working towards): 106.4.1. the FA Talent ID Level 4 for a Club operating a Category 1 Academy; 106.4.2. the FA Talent ID Level 3 for a Club operating a Category 2 Academy; and 106.4.3. the FA Talent ID Level 2 for a Club operating a Category 3 or a Category 4 Academy, 106.5.undertake at least five hours of in-service training each year; 106.6.undertake Continued Professional Development organised by the Club; and 106.7. be Full Time in the case of Category 1 and Category 2 Academies, and at least Part Time in the case of Category 3 and 4 Academies.
Staff Guidance Clubs’ attention is also drawn to Section S of the Premier League Rules: Safeguarding and Mental Health. Clubs must ensure that these Rules are complied with in respect of any intern to whom they are applicable. Clubs must also ensure that they comply with all applicable legislation, including that concerning the national minimum wage. 387 Player Care 108.Each Club which operates a Category 1 or Category 2 Academy shall employ an individual, who shall: 108.1.be Full Time for each Club which operates a Category 1 Academy and Part Time for each Club which operates a Category 2 Academy; and 108.2. be responsible for the management and delivery of the Personal Development and Life Skills Plan for Academy Players and the Induction and Transition Strategy, in addition to the other aspects of the Club’s Duty of Care, including mental and emotional wellbeing of Academy Players. 109.Each Club which operates a Category 3 or Category 4 Academy may nominate an existing member of Academy Staff to carry out the responsibilities referred to in Rule 108.2 above, in addition to his other duties. Academy Psychologist 110.Each Club which operates a Category 1 Academy shall employ one or more Academy Psychologist(s), who shall: 110.1. be Full Time (however more than one Person may be employed for this purpose to ensure that overall working hours are commensurate with one Full Time employee) for each Club which operates a Category 1 Academy; and 110.2. be accredited by the British Psychological Society and/or the British Association of Sports and Exercise Sciences, or be directly supervised by someone accredited by one or both of those bodies. Interns 107. The Head of Academy Sports Science and Medicine must ensure that the Club records and, if requested, makes available to the League, the following details of every intern working within the Academy: 107.1. name, date of birth and contact details (phone number, address and email address); 107.2. qualifications (both academic and sporting such as coaching qualifications); 107.3. details of the intern’s current course, including the institution at which he is enrolled, the name of the course, and the name and contact details of his tutor; and 107.4. the contact details of a member of Academy Staff who is responsible for supervising the intern whilst he is at the Academy.
Youth Development Rules Coaching Guidance Reference is made in the Rule to sections 6.6 to 6.8 of the Elite Player Performance Plan, which set out further detail about the Coaching Curriculum in each Development Phase. It is recommended that the Coaching Curriculum gives particular consideration to desired outcomes and the coaching strategies needed to achieve them at each Development Phase. See also Rule 55.6 (role of Academy Manager in the Coaching Curriculum) and Rule 63.2 (role of the Head of Academy Coaching). 388 Youth Development Rules Coaching Hours 114.The coaching of age groups Under 15 and older in Category 1 and Category 2 Academies shall take place over 46 weeks of each year, such weeks to be determined by reference to the Games Programme Schedule (including the two periods set out therein during which no matches in the Foundation Phase and Youth Development Phase Games Programmes shall take place). 115.All other coaching in Academies shall take place over 40 weeks of each year. Coaching Curriculum 111. Each Club which operates an Academy shall prepare (and make available to the League and to the ISO on request) a Coaching Curriculum which shall have regard to: 111.1.the Club’s Vision Statement, Coaching Philosophy and Playing Philosophy; 111.2.the Club’s Academy Performance Plan; 111.3.sections 6.6 – 6.8 of the Elite Player Performance Plan (save as regards the reference to minimum hours of coaching, as to which see Rule 116); and 111.4.these Rules. 112. The Club’s Coaching Curriculum shall be drawn up by the Academy Manager (or, in the circumstances set out in Rule 57, the Head of Academy Coaching) who shall consult with all appropriate Club Officials (which may include the Manager, the Chief Executive, coaching staff, the Academy Management Team and the Technical Director if the Club has appointed one). 113.The Club’s Technical Board shall approve the Club’s Coaching Curriculum.
Coaching 389 116. Save as otherwise permitted by the PGB, the minimum hours of coaching to be delivered by Academies each week to each Academy Player (subject to his fitness, welfare and academic status) and the permitted Training Model per Category and per Development Phase are as follows: Foundation Phase Youth Development Phase Professional Development Phase Category 1 Coaching hours per week 4 rising to 8 for older Academy Players 10 rising to 12 for older Academy Players 14 reducing to 12 for Academy Players who have commitments to the professional squad during the Professional Development Phase Permitted Training Model Part Time, Hybrid Part Time, Hybrid, Full Time Full Time, Hybrid Category 2 Coaching hours per week 3 rising to 5 for older Academy Players 6 rising to 12 for older Academy Players 14 reducing to 12 for Academy Players who have commitments to the professional squad during the Professional Development Phase Permitted Training Model Part Time Part Time, Hybrid Full Time Category 3 Coaching hours per week 3 4 rising to 6 for older Academy Players (See Guidance below) 12 Permitted Training Model Part Time Part Time Full Time Category 4 Coaching hours per week N/A N/A 14 reducing to 12 for Academy Players who have commitments to the professional squad during the Professional Development Phase Games Programmes Permitted Training Model N/A N/A Full Time
Coaching Guidance 1. The above hours of coaching are the minimum the Rules require per week, subject to the Academy Player’s fitness. It is acknowledged, however, that Academies can alter these hours as they see fit, provided that the above stated hours are achieved on average over each six or 12 week Multi-disciplinary Review period (as relevant). As regards “subject to fitness”, this includes not only where an Academy Player is recuperating from injury, but also where in the opinion of the coaching staff and/or the medical and sports science staff, his coaching hours need to be reduced for him to receive adequate rest and recovery and/or avoid overuse injuries. Coaching in the above tables refers to on-the-pitch coaching (and for the avoidance of doubt excludes time in matches). It is expected that Clubs will need to spend additional time in other environments off the pitch in order to work with Academy Players to assist them in developing the key technical, tactical, physical and psychological and social skills. Where an Academy falls short of providing its Academy Players with the above hours of coaching, the Academy will need to demonstrate that despite this, its Academy Players are being provided with a proper Coaching Curriculum. This can be demonstrated by the progression of the Academy Player at each stage of the development process. For Category 3 Clubs in the Youth Development Phase, the hours stated above should be applied as follows: 2. U12 and U13: U14: U15 and U16: 4 hours 5 hours 6 hours 3. A Club may be permitted to operate a Training Model in a particular Development Phase other than as set out in the table in Rule 116. This would need to be approved in advance by the League (who may take advice from the Education Advisor). 390 Youth Development Rules 117. The maximum time in which Academy Players in the Foundation Phase can be engaged in a single coaching session is 90 minutes and there will be appropriate rest periods between each such session. 118.Each Club shall ensure that: 118.1. each Academy Player has access to an individual coaching plan tailored to his specific needs; 118.2. each Academy Player is made aware of his individual coaching plan (and any changes thereto) as soon as reasonably practicable in advance of his being coached in accordance with it; and 118.3.all coaching is recorded on the Academy Player’s Performance Clock. 119. Each Club shall ensure that a coach to Academy Players and Trialists ratio of 1:10 is maintained for all coaching sessions (save that the ratio for Category 1 Academies using the Full Time Training Model shall be 1:8). 120. Each Club shall ensure that each Academy Player in age groups Under 9 and older participates at least once a year in a Festival (or other coaching event such as a Training Camp or a Tournament) which lasts for at least two days. 121. Each Club shall ensure that each of its coaches plans each coaching session by setting out the learning objectives which the session is designed to achieve and the coaching which will be given in order to achieve them.
Coaching Guidance The above Rules are based on the existing provisions concerning Development Centres. It is proposed that further consultation is undertaken with Clubs to explore and redefine the future role of Development Centres. 391 Development Centres 122. Each Club which operates a Category 1, Category 2 or Category 3 Academy may operate one or more Development Centres, to be located within one hour’s travelling time of the location of its principal venue for the provision of coaching and education to Academy Players. 123.A Child being coached at a Club’s Development Centre: 123.1.may not be registered for that Club; 123.2.may not play in matches for that Club unless registered as a Trialist; and 123.3.will be free to play for other teams. 124.Clubs which operate Development Centres shall keep an attendance record of all the Children who participate in coaching sessions thereat. 125.Each Development Centre operated by a Club may be inspected from time to time by the League and by the ISO. 126.Without prejudice to the generality of Rule 125, the inspection referred to in that Rule may include: 126.1.inspection of the facilities provided; and 126.2.assessment of whether the coaching provided at the Development Centre is in accordance with the Club’s coaching syllabus. 127. No Club shall cause or permit a Child whose registration is held by another Club (or club) or with whom another Club (or club) has entered into a pre-registration agreement which remains current to attend its Development Centre. 128.No Club shall cause or permit a team representing its Development Centre to play football against a team representing another Club (or a Football League club).
Youth Development Rules Games Programme Guidance With regard to Rule 132.1, the matches which are to be recorded on an Academy Player’s Performance Clock include all Authorised Games in which he plays. The Performance Clock may be used to record other playing information about the Academy Player, e.g. substitutions, cautions, position played in. It forms part of the Performance Management Application. 392 Youth Development Rules 133. In all matches that form part of the Games Programme, each Club is required to ensure that all participating Academy Players wear a shirt bearing a clearly visible number on the back, which corresponds to the number allocated to the relevant Academy Player on any teamsheet submitted in accordance with these Rules or otherwise. Foundation Phase Games Programme 134. The League will organise a games programme for teams in each of the Under 9 to Under 11 age groups of Clubs operating Category 1 and 2 Academies (and for the avoidance of doubt teams from both Categories shall participate together in this games programme). 135.The Football League will organise a games programme for teams in each of the Under 9 to Under 11 age groups of Clubs operating Category 3 Academies. 136.The games programmes referred to in Rules 134 and 135 shall consist of matches which: 136.1. shall be competitive but whose results (except in the case of Tournaments) shall not give any particular competitive significance between Academies (for example, no league table or the like shall be produced); 136.2. subject to Rule 136.3 shall be organised on a local basis so that, as far as reasonably possible, no team has to travel more than one hour to an away match (save that longer travel times may be necessary in order that each Club can participate meaningfully in the games programme); General 129. Save as permitted by the Board, Clubs shall not affiliate to any other youth leagues or enter any cup competitions except The Football Association Youth Challenge Cup. 130. An Academy Player whose registration is held by a Club which operates an Academy shall play football only in a Games Programme or in Authorised Games and in coaching and training games (participation in which is limited to registered Academy Players and Trialists) organised by and played at an Academy. 131.A Club which operates an Academy shall not require, cause or allow an Academy Player whose registration it holds to play football except as permitted by Rule 130. 132.Each Club which operates an Academy shall record in each Academy Player’s Performance Clock: 132.1.each match in which he has played; and 132.2.his playing time in each match.
Games Programme Guidance The League will organise a regional indoor programme during the second half of December, and the entirety of January and February. In particular, a programme of Futsal will be delivered for Category 1 and Category 2 Academies. Clubs will be free to apply to organise Authorised Games outside pursuant to Rule 137.2. The League will organise Tournaments (lasting more than one day) for each of the Under 9, Under 10 and Under 11 age groups in the May or June of each year (and in scheduling them it will be borne in mind that June is often the month when Academy “downtime” occurs). The Tournaments so arranged for the Under 11 age group will include teams from clubs in countries other than England and Wales. In order to deliver the Foundation Phase Games Programme to all Clubs, the target travel time of 1 hour may be exceeded from time to time, in particular in order to accommodate those Clubs whose home “locality” is small. 393 136.3. may be played in Festivals organised on a local, regional or national basis and each Club which operates a Category 1 Academy shall organise and host a minimum of three Festivals per Season; 136.4.shall take place during the Games Programme Schedule; 136.5.may include matches against representative county schoolboy sides (being sides selected by the English Schools’ Football Association); 136.6.shall be played outdoors, save in respect of: 136.6.1 Clubs operating Category 1 or 2 Academies when, during the second half of December and the whole of both January and February, they shall be played indoors; and 136.6.2 Clubs operating Category 3 Academies when, during the second half of December and the whole of both January and February, they may be played indoors; 136.7shall consist of matches played in accordance with the following formats (save that some matches played indoors may be played as Futsal games): the 6v6 and The participating Clubs shall endeavour to agree which of the above formats shall be utilised, but in default of agreement the home Club shall decide. Age group Team size Pitch size (yards) Goal size (feet) Ball size Under 9 4v4, 5v5, 6v6 or 7v7 30x20 to 40x30 (4v4 and 5v5) 50x30 to 60x40 (7v7) 12x6 3 (or 4 at Home Club’s option) Under 10 4v4, 5v5, 7v7 30x20 to 40x30 (4v4 and 5v5) 50x30 to 60x40 (7v7) 12x6 (4v4 and 5v5) 12x6 to 16x7 (7v7) 4 Under 11 7v7 or 9v9 50x30 to 60x40 (7v7) 70x40 to 80x50 (9v9) 12x6 to 16x7 (7v7) 16x7 (9v9) 4
Games Programme Both Leagues will co-operate to create cross-Category Festivals from time to time which shall include all Categories of Academy and be regionally based. A six-week programme of Festivals of Futsal and other small-sided indoor football for each age range in the Foundation Phase will be staged. This programme will run from November to February and be organised on a basis of five regions (North East, North West, Midlands, London and South West, and London and South East). A Futsal tournament involving a regional qualification process culminating in a national finals event will be organised for each of the Under 9, Under 10 and Under 11 age groups. Guidance The Games Programme Schedule will incorporate free weeks (in addition to those referred to in Rule 172) during which no fixtures will be arranged by the Leagues. This will allow Clubs to organise additional fixtures pursuant to Rule 137.2. In addition, Clubs will be able to rearrange fixtures in the Foundation Phase Games Programme in order to attend tournaments and Festivals provided suitable notice is given, the integrity of the Games Programme is maintained, and a suitable date for the rearrangement of the fixture is agreed. Guidance An Academy Player in the Foundation Phase may still play for his school team or school representative county side. When assessing whether Rule 138 has been complied with, each Academy Player’s playing time over the course of the Season will be assessed and an average calculated (i.e. the Academy Player need not play in half the time of every match). In addition, Rule 138 requires that the playing time is spread relatively evenly over the course of the fixture programme. This is to ensure Clubs do not try to backload playing time at the end of the Season simply to ensure the average is met. 394 Youth Development Rules Youth Development Phase Games Programme 139. The League will organise a games programme for teams in each of the Under 12 to Under 14 age groups of Clubs operating Category 1 and 2 Academies (and for the avoidance of doubt teams from both Categories shall participate together in this games programme). The League will also organise a games programme for teams in the Under 15 age group of Clubs operating Category 1 Academies and of those Category 2 Academies wishing to participate. 140.The Football League will organise a games programme for teams in each of the Under 12 to Under 14 age groups of Clubs operating Category 3 Academies. 138. Each Club shall ensure that each of its Academy Players in the Foundation Phase shall, subject to fitness, participate in at least half the playing time in any one Season of matches in the Foundation Phase Games Programme and any other matches organised by the Club pursuant to Rule 137.2 such playing time to be reasonably spread out over the season. 137.Each Club which operates a Category 1, Category 2 or Category 3 Academy: 137.1.must participate fully in the Foundation Phase Games Programme; and 137.2. may organise and participate in additional Authorised Games of the types listed in paragraphs c), d), f) and g) of that definition only (which shall be notified to the League (if the Club operates a Category 1 or Category 2 Academy) no later than 72 hours before they are scheduled to take place).
Games Programme 395 141. The games programme for Category 1 Clubs referred to in Rule 139 shall include the Under 13, Under 14 and Under 15 Premier League National Cups, participation in which shall not be mandatory. 142. Each Club must inform the League by 30 April in each year whether it wishes to compete in the Under 13, Under 14 and Under 15 Premier League National Cups the following season. 143.The games programmes referred to in Rules 139 and 140 shall consist of matches which shall: 143.1.be competitive but whose results (save for matches in the Under 13, Under 14 and Under 15 Premier League National Cups) shall not be given any particular competitive significance between Academies (for example, no league table or the like shall be produced); 143.2. (in the case of the games programme referred to in Rule 139) be organised on a regional basis so that as far as reasonably possible no team has to travel more than two hours to an away match save that longer travel times may be necessary: 143.2.1. in order that each Club can participate meaningfully in the games programme; and 143.2.2. for matches in the Under 13, Under 14 and Under 15 Premier League National Cups; 143.3. (in the case of the games programme referred to in Rule 140) be organised on a local basis so that as far as reasonably possible no team has to travel more than one hour to an away match and/or regional basis so that as far as reasonably possible no team has to travel more than two hours to an away match (save that in both cases longer travel times may be necessary in order that each Club can participate meaningfully in the games programme); 143.4. shall include one or more Festivals or Tournaments for each Club organised on a regional, national or international basis (which may include matches organised pursuant to Rule 148), with the number of such Festivals and Tournaments increasing for the older age groups in the Youth Development Phase; 143.5.take place during the Games Programme Schedule; 143.6.be played outdoors, except for matches for age groups Under 12 to Under 15 during the second half of December and the whole of both January and February involving teams of Category 1 and Category 2 Academies, which shall be played indoors; and 143.7. consist of matches played in accordance with the following formats (save that some matches played indoors may be played as Futsal games):
Games Programme Guidance In order to deliver the Youth Development Phase Games Programme to all Clubs, the target travel time of two hours may be exceeded from time to time, particularly in order to accommodate those Clubs whose home geographical “region” is small. 396 Youth Development Rules 144. The League shall organise a games programme for teams consisting of Academy Players in the Under 16 age group of Clubs operating Category 1 Academies, and another for teams of Academy Players in these age groups of Clubs operating Category 2 Academies. 145.Save for any matches played abroad pursuant to Rule 148, the games programme for Category 1 Clubs referred to in Rule 144 shall: 145.1. be constituted either on a national basis or, if a majority of those Clubs (and Football League clubs) which operate Category 1 Academies so determine by no later than 31 March in the preceding Season, on a regional basis (as that term is defined in Rule 146; and 145.2. be competitive but whose results shall not be given any particular competitive significance between Academies (for example, no league table or the like shall be produced). 146. The games programme for Category 2 Clubs referred to in Rule 144 shall be organised on a regional basis, that is to say so that as far as reasonably possible no team has to travel more than two hours to an away match (save that longer travel times may be necessary in order that each Club can participate meaningfully in the games programme). 147. Matches in the games programmes for Category 1 and Category 2 Clubs referred to in Rule 144 shall, unless the Board otherwise permits, be played on Saturdays and arranged so that as far as possible a Club’s fixtures in it mirror those of its teams in the Professional Development Phase Games Programme. 148. As part of the Youth Development Phase Games Programme, the League shall organise matches (which may be organised as Tournaments) against teams from clubs in membership of a national association other than The Football Association or the Football Association of Wales. Such matches shall be organised regularly for Clubs operating Category 1 Academies and from time to time for Clubs operating Category 2 Academies. Age group Team size Pitch size (yards) Goal size (feet) Ball size Under 12 11v11 (or 9v9 if both Clubs so agree) 90x60 (11v11) 70x40 to 80x50 (9v9) 21x7 (11v11) 16x7 (9v9) 4 Under 13 11v11 90x60 21x7 4 Under 14 11v11 90x60 to 100x60 21x7 to 24x8 5 Under 15 11v11 110x70 24x8 5
Games Programme Guidance The Games Programme Schedule will incorporate free weeks (in addition to those referred to in Rule 172) during which no matches will be arranged by the Leagues. This will allow Clubs to organise additional matches pursuant to Rule 151.2. Guidance An Academy Player in the Youth Development Phase may still play for his school team or school representative county side. When assessing whether Rule 152 has been complied with, each Academy Player’s playing time over the course of the season will be assessed and an average calculated (i.e. the Academy Player need not play in half the time of every match). In addition, Rule 152 requires that the playing time is spread relatively evenly over the course of the fixture programme. This is to ensure clubs do not try to backload playing time at the end of the season simply to ensure the average is met. 397 152. Each Club shall ensure that each of its Academy Players in the Under 12 to Under 14 age groups shall, subject to fitness, participate in half the playing time of matches in the Youth Development Phase Games Programme and any other matches organised by his Club pursuant to Rule 151.2, the Academy Player’s playing time to be reasonably spread over the season. 153. Each Club shall ensure that each of its Academy Players in the Under 15 to Under 16 age groups shall, subject to fitness, participate in at least 20 matches per season (being matches in the Youth Development Phase Games Programme or any other matches organised by his Club pursuant to Rule 151.2). Participation in a match shall for the purposes of this Rule mean playing at least 50% of the game time. 149.The Football League shall organise a games programme for teams consisting of players in the Under 15 and Under 16 age groups of Clubs operating Category 3 Academies, to be played on a regional basis so that as far as reasonably possible no team has to travel more than two hours to an away match (save that longer travel times may be necessary in order that each Club can participate meaningfully in the games programme). 150.Matches played pursuant to Rules 144 to 149 shall, when played outdoors, be played in accordance with the following format: 151.Each Club which operates a Category 1, Category 2 or Category 3 Academy: 151.1. must participate fully in the Youth Development Phase Games Programme (save that participation in the Under 13 and Under 14 Premier League National Cups is voluntary); and 151.2. may organise and participate in additional Authorised Games of the types listed in paragraphs c), d), f) and g) of that definition only (which shall be notified to the League (in the case of a Club operating a Category 1 or Category 2 Academy) no later than 72 hours before they are scheduled to take place). Team size Pitch size (yards) Goal size (feet) Ball size 11v11 110x70 24x8 5
Games Programme 398 Youth Development Rules Professional Development Phase Games Programme 154.The League will organise two games programmes, one for teams of Clubs operating Category 1 Academies and one for teams of Clubs operating Category 2 Academies. 155. The Football League will organise a games programme for teams of Clubs operating Category 3 and Category 4 Academies, and following such consultation determine with those Clubs in its absolute discretion what games programme(s) should be developed for those Clubs, Rules relating to the games programme and (subject to Rule 156.3) how that games programme should be delivered. 156.The games programmes organised by The League and The Football League pursuant to Rules 154 and 155 will be constituted on the following geographical bases: 156.1.Category 1: 156.1.1. a national league and a regional league (depending on age group) with some matches played on a national basis and some international matches against teams representing clubs in membership of national associations other than The Football Association or the Football Association of Wales (and such matches may be played either in England or abroad); 156.2.Category 2: 156.2.1. in two leagues, each of which shall be constituted on a geographical basis (for example one league of northern based teams and one of southern based teams), the exact constitution of each league to be determined by the Board in its absolute discretion having regard to those Clubs (and Football League clubs) which operate Category 2 Academies; 156.2.2. where practical, international matches against teams representing clubs in membership of a national association other than The Football Association or the Football Association of Wales (and such matches may be played either in England or abroad); and 156.3.Categories 3 and 4: 156.3.1. in two or more leagues, each of which shall be constituted on a geographical basis (for example one league of northern based teams and one of southern based teams), the exact number of leagues and their geographical constitution to be determined by The Football League in its absolute discretion and having regard to those Football League clubs (and Clubs) which operate Category 3 and 4 Academies. 157.Matches in the Professional Development Phase Games Programme organised under Rule 154: 157.1.shall be played in accordance with the Laws of the Game (and for the avoidance of doubt shall be in the 11v11 format); 157.2.shall be for Players in the Under 18 age group (and younger) only, save that a Club may name in its team sheet a goalkeeper in the Under 19 age group;
Games Programme 399 157.3. shall only have five substitutes named on the team sheet (and for the avoidance of doubt up to three substitutes may enter the field of play); 157.4.shall consist of competitive leagues and Tournaments; and 157.5. may include of an optional Futsal programme organised by the League (for Clubs operating Category 1 and Category 2 Academies) in the months of December, January and February. 158.Matches in the Professional Development Phase Games Programme organised under Rule 155: 158.1. shall be played in accordance with the Laws of the Game (and for the avoidance of doubt shall be in the 11 v 11 format); 158.2. shall be for Players in the Under 18 age group (and younger) only, save that up to two Players in the Under 19 age group may be named on the team sheet for a match provided they are: 158.2.1.a goalkeeper; or 158.2.2. registered as a Scholar and are only continuing as a Scholar beyond the age of 18 because of injury or other extenuating circumstances as approved by the League of which the Club is a member in accordance with that League’s relevant procedures; 158.3. shall only have five substitutes named on the team sheet (and for the avoidance of doubt all five substitutes may enter the field of play); 158.4.shall consist of competitive leagues and/or Tournaments; and 158.5. may include an optional Futsal programme organised by the League in the months of December, January and February. 159.Further provisions binding on Clubs competing in the leagues referred to in Rule 157.4 shall be set out in the rules of those leagues. 160.Each Club which operates an Academy: 160.1.must participate fully in the Professional Development Phase Games Programme; and 160.2. may organise and participate in additional Authorised Games (which shall be notified to the relevant League no later than 72 hours before they are scheduled to take place). Premier League 2 and Professional Development League 161.Each Club which operates a Category 1 Academy shall compete in Premier League 2 as part of the Professional Development Phase Games Programme. 162. Each Club which operates a Category 2 Academy shall compete in the Professional Development League as part of the Professional Development Phase Games Programme, unless it is able to demonstrate to the League that its starting 11s in its first team matches during the preceding Season in those competitions set in Rule L.9.1 to Rule L.9.5 included on average at least five Players in the Under 21 age group or younger.
Games Programme 400 Youth Development Rules 163. Each Club which operates a Category 3 or Category 4 Academy may compete in the development league to be organised by The Football League as part of the Professional Development Phase Games Programme. 164.The League will organise Premier League 2, which shall consist of a national league competition played on a competitive basis. 165. The League will organise the Professional Development League, which shall consist of a league or leagues played on a competitive basis organised on a regional basis, the composition of such regional league(s) to be at the absolute discretion of the Board who shall so far as reasonably possible determine the composition of each such league to ensure that each Club has to travel no more than three hours to each match (save that longer travel times may be necessary in order that each Club (or club) can participate meaningfully in the Professional Development League). 166. The Football League will, if required, organise (or procure the organisation of, for example, through the Football Combination or Central League) Professional Development League 3, which shall consist of a league or leagues played on a competitive basis and organised on a regional basis, the composition of such regional league(s) and the minimum number of matches to be played by each Club to be at the absolute discretion of The Football League who shall so far as reasonably possible determine the composition of each such league to ensure that each Club (or club) has to travel no more than three hours to each match (save that longer travel times may be necessary in order that each Club (or club) can participate meaningfully in Professional Development League 3). For the avoidance of doubt teams of Clubs operating Category 3 and Category 4 Academies shall compete together in Professional Development League 3. 167.Further provisions binding on Clubs competing in Premier League 2 and the Professional Development League shall be set out in the rules of those Leagues. 168. The League will in addition organise international matches (which may take place by way of Tournaments) for teams competing in Premier League 2 and the Professional Development League. Games Programme: Postponement etc. of Matches 169. A match in the games programme between Academy teams in age groups Under 9 to Under 16 inclusive shall not be cancelled, postponed or abandoned except with the written consent of the Board or on the instructions of the officiating referee (or if the officiating referee is a minor, the official of the county FA who has accompanied him to the match) who shall be empowered to instruct that such match be cancelled, postponed or abandoned only if he considers that the pitch is unfit for, or if adverse weather conditions preclude, the playing of the match in which event the Club at whose ground the match should have been played shall within seven days give to the Board notice in writing to that effect. 170. Except in the case of an Under 9 to Under 16 games programme match which, without either participating Club being at fault, is cancelled, postponed or abandoned under the provisions of Rule 169, any Club which causes the cancellation, postponement or abandonment of such a match will be in breach of these Rules.
Games Programme 401 171.The Board shall have power to specify the equipment and facilities to be provided by Clubs for the playing of matches between Academies. 172. In consultation with The Football Association, a minimum of four weekends each Season will be identified by the League upon which there will be no fixtures for Academy teams, such weekends being devoted to international development, selected players’ courses and in-service training of coaches and staff.
Youth Development Rules Duty of Care Guidance Should a Club wish one of its Academy Players to engage in an apprenticeship outside the SEP framework, it must first obtain the League’s permission to do so and agree appropriate measures for monitoring and quality assurance. In relation to Rule 174.5 any other programme of education approved in writing by The Football League will be in conjunction with the PFA. 402 Youth Development Rules 175. Each Academy Player’s educational progression under his Education Programme shall be recorded on the League’s Learning Management System and on his Performance Clock. Education 173. Each Club which operates an Academy shall establish an Education Programme which shall set out the activities to be undertaken by the Club to ensure that the education of its Academy Players and Players up to the Under 23 age group who are not regular members of the Club’s first team squad is supported effectively and which: 173.1.is appropriate to the Category of its Academy; 173.2.complies with all applicable requirements set out in this section of the Rules; and 173.3. is evaluated by the Club within each Development Phase to ensure it is meeting its objectives as set out therein. 174. Each Club which operates an Academy shall ensure that each of its Academy Players receives a formal Education Programme which: 174.1.is appropriate to his age and Training Model; 174.2.meets his specific academic needs; 174.3.complies with all legal requirements; 174.4. is structured to ensure that his academic development is not compromised as a result of his being coached by the Club’s Academy; 174.5. in the case of an Academy Player who is entered into a Scholarship Agreement with the Club, consists of the sporting excellence professional apprenticeship ("SEP") and an educational programme approved by the League (which must include an academic or vocational qualification approved by the League and be subject to ongoing quality assurance by the League); and 174.6. shall continue notwithstanding that the Academy Player signs a professional contract and which shall comply with the requirements of the Education and Skills Act 2008 with regard to education and training.
Duty of Care Guidance With regard to Rule 178.2, Rule 35.2 states that Academy Players in the Under 12 to Under 18 age groups shall receive a Multi-disciplinary Review every six weeks. The educational progress report need only be undertaken once every 12 weeks (i.e. not for each Multi-disciplinary Review) but must be undertaken as part of a Multi-disciplinary Review. 403 Delivery of the Education Programme 179.Part Time Training Model Each Club which operates an Academy shall, in respect of each of its Academy Players being trained under the Part Time Training Model: 179.1.inform the Academy Player’s school that he is being so trained; 179.2. if the League so requests obtain from the Academy Player’s school his school reports and, where possible, educational attainment data; 179.3. use the information obtained (if any) to monitor the Academy Player’s academic progression by reference to his school reports and, where possible, educational attainment data, and record it on his Performance Clock; and 179.4. liaise with the school on a regular basis in order to discuss and address any issues concerning the Academy Player’s education which have risen or may arise as a consequence of his being trained at the Club’s Academy. 176.Each Club which operates an Academy shall nominate a member of staff who shall be responsible for: 176.1.liaising with the school at which Academy Players are being educated; 176.2. ensuring that any issues concerning an Academy Player’s education arising from that liaison are addressed to the satisfaction of the school; and 176.3. ensuring that for Academy Players on the Full Time and Hybrid Training Models (and where the League requests, for Academy Players on the Part Time Training Model) each Academy Player’s school performance and educational data are obtained from his school and recorded on his Performance Clock and on the LMS. Reports on Educational Progression 177. Each Club which operates an Academy shall provide progress reports to the Parent of each Academy Player in the Youth Development Phase to whom it provides a Full Time Education Programme. 178.The progress reports shall: 178.1.detail the educational progression of the Academy Player; and 178.2.be provided as and when necessary, but as a minimum at least once every 12 weeks.
Duty of Care Guidance The Part Time Training Model may be used by Category 1, 2 and 3 Academies in the Foundation Phase and Youth Development Phase: see further Rule 116. The Part Time Training Model envisages that coaching will take place outside the Core Coaching Time, but Clubs should nevertheless establish good communication with each Academy Player’s school, obtain his school reports (where requested in accordance with Rule 179.2) and, where possible, educational attainment data, monitor and record his academic progression on his Performance Clock, and address any relevant issues which arise as a result of the Academy Player being coached at the Academy (and in particular any conflict between the demands of his coaching and those of his education). 404 Youth Development Rules 180.Hybrid Training Model Each Club which operates the Hybrid Training Model must appoint a sufficient number of appropriately qualified teaching staff to provide the educational support referred to in Rule 181.2. 181.Each Club which operates an Academy shall, in respect of each of its Academy Players being trained under the Hybrid Training Model: 181.1. undertake all necessary liaison and co-operation with the Academy Player’s school to ensure that the required element of coaching can take place within the Core Coaching Time; 181.2. provide to the Academy Player such additional educational support (to be detailed in the written agreement referred to in Rule 181.5) as shall be necessary to compensate for teaching he has missed, and to ensure that his education is not adversely affected, as a result of being released from school to undertake coaching during the Core Coaching Team; 181.3. obtain from the Academy Player’s school his school reports and, where possible, educational attainment data; 181.4. monitor the Academy Player’s academic progression (including by use of the information obtained from the Academy Player’s school pursuant to Rule 181.3) and record the information obtained pursuant to Rule 181.3 on the LMS and display it on his Performance Clock in a timely fashion and at least every 12 weeks (to coincide with dates of his Multi-disciplinary Reviews); 181.5. enter into a written agreement with the Academy Player’s school and Parent which sets out details of the delivery of the Hybrid Training Model to the Academy Player, including weekly timetables, the likely impact on the Academy Player’s education, and outline the compensatory education which will be provided by the Club; 181.6. ensure that the Academy Player follows a curriculum which reflects the ‘Progress 8’ measurement of educational assessment and attainment (save that where there are educational reasons why an Academy Player requires an amended curriculum to be followed, the League may grant dispensation from this requirement, subject to the approval of an Education Advisor); and 181.7. liaise with the school at least every six weeks in order to discuss and address any issues concerning the Academy Player’s education which may arise or have arisen as a consequence of his being so trained.
Duty of Care Guidance The Hybrid Training Model may be used by Category 1 Academies in the Foundation Phase (Under 9 to Under 11), and by Category 1 and Category 2 Academies in the Youth Development Phase: see further Rule 116. 405 182.Full Time Training Model Each Club which operates an Academy shall, in respect of each of its Academy Players in the Youth Development Phase being trained under the Full Time Training Model, ensure that it provides the Academy Player with coaching and education in accordance with a programme which complies with Rules 183 to 188 and which is approved in advance by the League. 183. The education element of the Full Time Training Model must comply with these Rules and be structured in accordance with one of the four options set out below or in accordance with such other proposals as the League may approve. 184.Each Club which operates the Full Time Training Model must: 184.1. unless otherwise approved by the League, only enable Academy Players in the Under 12 and Under 13 age groups to participate in the Full Time Training Model where they reside within 90 minutes of the Club’s principal training venue; 184.2. enter into an agreement with any school at which its Academy Players are being educated setting out the obligations of the Club and the school in respect of the education of those Academy Players; 184.3. ensure that Academy Players in the Under 12, Under 13 and Under 14 age groups being educated at schools are fully integrated with other pupils of their age, which obligation shall include (without limitation) attending lessons with such other pupils according to the school’s normal timetable (save where the Academy Players are being coached in the Core Coaching Time in accordance with these Rules); 184.4. ensure that there is in place a written agreement between the Club, each Academy Player engaged on the Full Time Training Model, his Parent and his school which sets out full details of his education and Coaching Curriculum; 184.5. ensure that the Education Programme of each such Academy Player provides him with a minimum of 20 hours’ education during each week of the school term; 184.6. ensure that appropriate staff/student ratios are utilised for all educational activity in which the Academy Player is engaged; 184.7.ensure that each Academy Player follows a curriculum which reflects the ‘Progress 8’ measurement of educational assessment and attainment (save where there are educational reasons why an Academy Player requires an amended curriculum to be followed, the League may grant dispensation from this requirement, subject to the approval of an Education Advisor); 184.8. obtain from the Academy Player’s school his school reports and, where possible, educational attainment data; and
Duty of Care Guidance With regard to Rule 184.9 pursuant to Rule 35.1 Academy Players in the Under 12 to Under 18 age groups must receive a Multi-disciplinary Review every six weeks. The requirement in Rule 184.9 must be undertaken at every second such Multi-disciplinary Review. Guidance The League may take advice from its Educational Advisors in connection with the assessment pursuant to Rule 185. In the case of concerns over a Training Model which has been previously approved, it is anticipated that in the first instance an action plan to address any issues would be drafted, and the Club Support Manager or Educational Advisor would work with the Club over a specific period to put the recommendations in place. Accordingly, Rule 186 below would be regarded as a last resort. 406 Youth Development Rules 186.If the League is not satisfied that a Club’s delivery of the Hybrid or Full Time Training Model complies with these Rules: 186.1.it may refuse to an application to register an Academy Player on it; and 186.2.the Board may exercise its powers set out in Rule 273. 187. If a Club wishes to engage an Academy Player on the Full Time Training or Hybrid Model (whether or not the Academy Player is already registered with the Club), it shall complete and submit to the Board either PLYD Form 5A or PLYD Form 5B (as appropriate) signed on behalf of the Club by an Authorised Signatory. 188. If the registration of an Academy Player on the Full Time Training Model is terminated by the Club or by the Board of its own volition, or if he changes to another Training Model, the Club shall, unless his Parent agrees otherwise, continue to provide to him until the end of the academic year in which he reaches the age of 16 education and accommodation in accordance with the arrangements made at the time of he was first engaged on the Full Time Training Model. 185.Without prejudice to the generality of Rule 31, each Club which operates the Hybrid or Full Time Training Model must in respect of each such Training Model: 185.1. not do so unless the League has pre-approved and annually certified its proposed delivery of the Training Model; 185.2. permit the League to monitor and assess its delivery of the Training Model, including in respect of an individual Academy Player, in order to ensure that it complies with these Rules; and 185.3. forthwith implement any changes to its delivery of the Training Model that the League may require. 184.9. monitor the Academy Player’s academic progression (including by use of the information obtained from the Academy Player’s school pursuant to Rule 184.8) and record the information obtained pursuant to Rule 184.8 on the LMS and display it on his Performance Clock in a timely fashion and at least every 12 weeks (to coincide with dates of his Multi-disciplinary Reviews).
Duty of Care Guidance The Full Time Training Model may be used by Category 1 Academies in the Youth Development Phase, and must be used by all Academies in the Professional Development Phase: see further Rule 116. PLYD Form 5A must be used for all Academy Players whom the Club wishes to engage on the Full Time Training Model. If the Academy Player is not already registered with the Club, PLYD Form 5 (Academy Player Registration Application) must also be completed and submitted to the League (see Rule 257). If the Academy Player is already registered with the Club, PLYD Form 5 need not also be submitted. Clubs’ attention is drawn to the undertakings that they must give under PLYD Form 5. The four options referred to in Rule 183 are set out below. This list of options is not exhaustive, and Clubs are free to develop other models which deliver the same results as the options set out in the Elite Player Performance Plan. Each Club’s proposals for how it will deliver the Full Time Training Model must be approved in advance by the League. The League may also check each Club’s delivery of the Full Time Training Model in order to verify that it is in accordance with these Rules and with the pre-approved proposals, and in order to verify that no Academy Player’s education is being prejudiced as a result of his being engaged on the Full Time Training Model. Clubs’ attention is drawn to Rules 272 and 273 in this regard. Option 1 Clubs may enter into contractual relationships with an identified school or schools at which Academy Players receive their education. The relationship will need to be flexed in terms of the amount of time that Academies would require Academy Players to be available for daily coaching. The school day will need to be flexed to accommodate the Coaching Curriculum whilst ensuring that boy’s educational development does not suffer. Specific tutor support for the Education Programme will be required for all Academy Players engaged in the Full Time Training Model over and above the normal curriculum. Additional tutor support will need to be individually tailored to the Academy Players’ needs. Clubs will need to decide how and where Academy Players will be coached. The optimum environment is at the Club’s dedicated training facilities but this will require a school in Education Option 1 to be in close proximity to the Club’s training facility so that the Academy Players can move easily between the school and the Club. With the Full Time Training Model, the school will need to be in close proximity to the training ground or else the training will need to be accommodated at the school. The other major consideration for Clubs which operate Category 1 Academies will be the need to provide dedicated housing, house parents and a secure environment in which to live and work whilst staying with the Club. This will need to apply to all Academy Players who live outside a short commute from their Club’s training ground. Option 2 In this option, Clubs may choose to develop and extend their own educational facilities at the training ground and, in effect, develop an onsite school facility. For Clubs which operate a Category 1 Academy, accommodation would still be required on or near the training ground to house the Academy Players and the associated social and welfare support would need to be factored into the delivery of this approach. Clubs may continue to contract an educational partner/provider but the schooling would take place at the Club. Option 3 Clubs may wish to establish their own schools. These schools may be general in their recruitment with specialist classes or groups of classes catering for the Academy Players’ specialist needs. In this Education Option the same issues regarding the location of the school on or near the training ground remain relevant as does the need to provide appropriate housing and care. 407
Duty of Care Option 4 Where two or three Academies are clustered together, especially in urban areas, it may be possible to identify a single school where each of the Clubs sends their Academy Players. This school would then become the hub for the Academies. The Coaching Curriculum may be split between the training ground and the school premises subject to the location of the school in relation to the Club. Further guidance in respect of education in the Professional Development Phase, where all Clubs must utilise the Full Time Training Model, is set out in paragraph 7.3.3 of the Elite Player Performance Plan. All Clubs in the Professional Development Phase will be required to deliver the Full Time Training Model. Academy Players will have access to training up to four hours a day in two separate sessions. The season will be developed increasingly to mirror the professional game so there will be less opportunity to flex the season for purposes of creating greater coaching contact time during the summer months. Clubs which operate Category 1 and 2 Academies will have the necessary infrastructure at their training grounds to enable them to provide formal education provision for Academy Players in the Under 17 and Under 18 age groups which may be delivered principally at the training ground rather than offsite at a school or college. This approach envisages the delivery of the formal education components at the training ground in purpose built facilities and as part of an integrated flexible weekly programme which compliments and supports the Coaching Curriculum. The delivery of the formal Education Programme may be either through fully qualified in house staff or through an outside provider who is able to meet the needs and demands of the integrated programme. Delivering the Education Programme in this way will provide maximum flexibility allowing coaches to flex and stretch the Coaching Curriculum to suit the particular needs of each Academy Player. Category 3 and 4 Academies will not necessarily be equipped to provide the formal education component at the training ground. Category 3 and 4 Academies may choose to deliver the formal education provision off site at a local education provider. This will require Heads of Education to ensure that as flexible an Education Programme as possible can be created in partnership with a school/college so that coaches can gain access to the required time for coaching. 408 Youth Development Rules 189. Each Club which operates an Academy shall notify the League, in such a manner as the League shall from time to time specify, of the Training Model on which each of its Academy Players is engaged and, if an Academy Player changes to the Hybrid Training Model or Part Time Training Model, forthwith inform the League of the change and provide such evidence as the League may require to show that the Academy Player and his Parent consented to the change. Personal Development and Life Skills Plans 190.Each Club which operates an Academy shall establish a Personal Development and Life Skills Plan to support the holistic development of each of its Academy Players. 191. The programme referred to in Rule 190 shall ensure that each Academy Player trained under the Full Time Training Model and/or in the Professional Development Phase has the opportunity to engage in activities outside the Academy which will encourage him to take an active part in the community and develop an understanding of good citizenship. 192. Each Academy Player shall engage in the activities referred to in Rule 191 unless he has good cause not to do so and each Club shall take all reasonable steps to ensure that each of its Academy Players does so engage.
Duty of Care Guidance The League may conduct surveys and questionnaires from time to time to ascertain the views of Academy Players and their Parents. 409 200. Clubs shall establish, maintain and, when necessary, implement a complaints procedure for Academy Players and Parents, a copy of which shall be submitted to the League. Safeguarding and Mental and Emotional Wellbeing 201. Each Club shall take all reasonable steps to ensure that it protects the welfare of each of its Academy Players and Players up to the Under 23 age group who continue to train with the Academy on a regular basis by offering support for his wellbeing and pastoral care generally. 202. Each Club which operates an Academy shall devise a mental and emotional wellbeing action plan, to include details of support available and a referral process for concerns, in accordance with such guidance issued by the League from time to time. 193. Each Club shall nominate an Official to be responsible for the welfare and supervision of Academy Players engaged on the Part Time Training Model or Hybrid Training Model, while they are present at the Club’s facilities. Inductions and Transitions 194.Each Club shall arrange a pre-season induction event for Academy Players and their Parents and there shall be at least one such induction event per Development Phase. 195. The induction meeting referred to in Rule 194 shall provide such information to the Academy Players and their Parents as is necessary in order for them to understand the coaching and, if relevant, education that the Academy Player will receive from the Club. 196.Each Club which operates an Academy shall permit a representative of the League to attend such induction meetings on request. 197. The Code of Conduct set out in Appendix 12 shall be binding on all Academy Players attending Academies (and, for those Academy Players under the age of 18, their Parents) and on Clubs and Officials and any breach thereof by such Academy Players or by Clubs or Officials shall be treated as a breach of these Rules. 198.Each Club which operates an Academy shall devise and implement an Induction and Transition Strategy. Academy Player and Parent Voice 199.Each Club which operates an Academy shall devise and implement one or more mechanisms to invite and receive feedback from Academy Players and their Parents.
Duty of Care 410 Youth Development Rules 203.The provisions of Section S of the League’s Rules (concerning Safeguarding and Mental Health) apply to Academies and Development Centres. 204.Without prejudice to the generality of Rule 203 each Club shall appoint an Academy safeguarding officer who shall: 204.1.undertake the functions set out in Rule S.5.8 specifically with regard to the Academy; and 204.2.liaise with the Club’s Head of Safeguarding. Health and Safety 205. Clubs and Academy Staff shall observe and comply with any guidance issued by the League in respect of safe event management and any breach thereof shall be treated as a breach of these Rules. 206.Clubs shall ensure that their Academy Players are insured in accordance with advice circulated by the League from time to time. Inclusion, Diversity and Equality 207. Each Club which operates an Academy and is in membership of the Premier League must comply with Premier League Rule J.4. Each other Club bound by these Rules must comply with the EFL Code of Practice regarding equality and diversity. 208.Each Club which operates an Academy shall deliver training for its Academy Players and Academy Staff on equality, diversity and inclusion. Injury and Medical 209. Each Club which operates an Academy shall ensure that each of its Academy Players undergoes the following tests to measure physical and physiological fitness (in accordance with any guidance issued by the League from time to time): 209.1.age-appropriate medical and physical screening; 209.2.anthropometric assessments; 209.3.physiological/fitness testing; 209.4.movement and posture/functional screening; 209.5. predictive testing of size and shape/maturation measurement (save that a Club operating a Category 4 Academy shall not be obliged to conduct such tests); 209.6.psychological profiling (Category 1 Academies only); 209.7.cardiac screening for Academy Players in the Under 15 age group; and 209.8.monitoring of physical exertion (Category 1 Academies only), and shall submit to the League such information as it may from time to time require in order to establish a national database of athletic development.
Duty of Care Guidance For the avoidance off doubt, the Emergency Action Plan should be produced in addition to the Club’s Medical and Safety Action Plan (see Premier League Rule O.16). All members of the Academy’s medical staff should be made aware of the contents of the Club’s Medical and Safety Action Plan. See Rule 99.5: the Academy Doctor shall be responsible for the preparation of his Club’s Emergency Action Plan. The League will assist with the sharing of Emergency Action Plans. 411 215. Each Club which operates an Academy shall ensure that there is available at all games involving Academy teams appropriate first aid or primary care provision and, without prejudice to the generality of the foregoing or to any Rules applicable to an Authorised Game, that: 215.1. a doctor who holds a current Football Association Advanced Resuscitation and Emergency Aid certificate, ATTMiF or an equivalent or higher qualification approved by the Board or paramedic (in the case of a Club which operates a Category 1 or Category 2 Academy) or a physiotherapist who holds the ITMMiF or an equivalent or higher qualification approved by the Board (in the case of a Club which operates a Category 3 or Category 4 Academy) is present at each game in the Professional Development Phase Games Programme; 215.2. a doctor or physiotherapist who holds the ITMMiF or an equivalent or higher qualification approved by the Board is present at each venue at which matches in the Foundation Phase and Youth Development Phase take place; and 215.3. a defibrillator is maintained at each venue at which matches are played and at which coaching takes place. 210. Subject to a Club complying with Rule 209, the Premier League will make available to it (on an anonymised basis) benchmarked data derived from the information provided to it by all Clubs. 211. Each Club which operates an Academy shall ensure that each of its registered Academy Players on the Full Time Training Model is registered with an NHS general practitioner for the provision of general medical services, using the address at which he resides. 212. Each Club which operates an Academy shall ensure that details of all injuries suffered by its Academy Players and of all rehabilitation are recorded and provided to the Premier League and The Football Association in order that a national audit of injury and rehabilitation may be maintained. 213.Subject to a Club complying with Rule 212, the Premier League will make available to it benchmarked data derived from the national audit of injury and rehabilitation. 214. Each Club which operates an Academy shall ensure that it has in place an Emergency Action Plan, and that all relevant Academy Staff are aware of its contents, and that it provides a copy of it in advance of all its home matches in the Games Programmes to its opponents.
Duty of Care Guidance Rule 75 requires each coach to hold a current Basic First Aid for Sport Qualification, current EFAiF or an equivalent or higher qualification approved by the Board. Thus, all coaches attending matches in all of the Development Phases should hold this qualification. Knowledge of how to use a defibrillator is a requirement of the Basic First Aid for Sport Qualification / EFAiF. Accordingly, the net effect of these Rules is that there must be somebody present at all games who knows how to use a defibrillator. Each Club’s Emergency Action Plan should include details of the members of Academy Staff required by Rules 215.1 and 215.2. 412 Youth Development Rules 216. A physiotherapist qualified as set out in Rule 95.2 or Rule 96 or a coach who holds the Football Association’s Diploma in the Treatment and Management of Injuries or an equivalent or higher qualification or a member of staff who holds a current emergency first aid qualification awarded by The Football Association, the British Red Cross, St John Ambulance (or by another entity provided it is approved by the Health and Safety Executive as an emergency first aid qualification) shall be present at all coaching taking place in Academies (without prejudice to the requirements of Rule 215).
Youth Development Rules Sports Science and Medicine/Performance Support 413 Sports Science and Medicine/Performance Support Programme 217. Each Club which operates an Academy shall establish a Sports Science and Medicine/ Performance Support Programme (in accordance with the criteria set out in these Rules which apply to the Category of its Academy) for the benefit of its Academy Players. 218. Each Club’s Sport Science and Medicine/Performance Support Programme shall be managed by its Head of Academy Sports Science and Medicine (in the case of a Club which operates a Category 1 or Category 2 Academy) or by an appropriately qualified Official (in the case of the Club which operates a Category 3 or Category 4 Academy). 219. The Sports Science and Medicine/Performance Support Programme of each Club should detail the planned provision to each of its Academy Players of at least the following areas: 219.1.physical development; 219.2.medical services (including the prevention and treatment of injury and diet and nutrition); 219.3.Performance Analysis; and 219.4.psychology. 220. The progress and development of each Academy Player under the Sports Science and Medicine/Performance Support Programme (including without limitation the results of the tests set out in Rule 209, and full details of any injuries, the treatment thereof, and the length of any period of rehabilitation) shall be noted in his Multi-disciplinary Review and recorded in his Performance Clock. Performance Analysis 221.Each Club operating a Category 1 or Category 2 Academy shall: 221.1. have such technical facilities as are necessary to undertake the Performance Analysis required of it by Rule 221.2; 221.2. undertake Performance Analysis (including, in the case of a Club which operates a Category 1 Academy, by undertaking GPS evaluation in the Professional Development Phase and in the Youth Development Phase if the Full Time Training Model is utilised) of training activity and matches in the Youth Development Phase Games Programme, the Professional Development Phase Games Programme and the Professional Development League; 221.3. use the results of such Performance Analysis in its monitoring of the coaching and development of Academy Players in the Youth Development Phase and the Professional Development Phase; and make available to the League such Performance Analysis data as it reasonably shall require to undertake the benchmarking of data for that Academy against national trends.
Sports Science and Medicine/Performance Support Guidance The League will produce further detail of the proposed national programme of Performance Analysis for the older Academy age groups. The proposals in this regard will be presented to Clubs in due course. If Clubs approve these proposals, then (subject to Club approval) a requirement will be inserted in the Rules for Clubs to contribute information to this national programme. 414 Youth Development Rules 222.Each Club operating a Category 3 or Category 4 Academy shall comply with Rule 221 but only in respect of players in the Under 17 to Under 18 age groups. 223. Subject to a Club complying with Rule 221 or 222 (as appropriate depending on the Category of its Academy), and to a sufficient number of Clubs (and Football League clubs) likewise complying, the Premier League may make available to it benchmarked data derived from comparing the Performance Analysis data it has submitted to the League with that submitted by other Clubs (on an anonymised basis).
Youth Development Rules Talent Identification and Recruitment Guidance Clubs should take steps to provide opportunities for their registered Scouts to undertake relevant qualifications, such as the FA Talent ID Level 2 badge. 415 225. Each Club shall ensure that, where the relevant Scout’s duties include those referred to in Rule 224, in addition to complying with the Scout registration requirements of Section Q of the Premier League Rules, it provides evidence to the League within five days of employing or engaging the Scout that the Scout holds the qualification required by Rule 224.1, and the League shall register the Scout where it is satisfied that the registration requirements of Section Q have been complied with and the Scout holds the qualification required by Rule 224.1. Scouts: Attendance at Matches 226.Each Club which operates an Academy shall permit the Scouts of other Clubs to attend at matches played in the Games Programmes provided that: 226.1.the Club which has employed or engaged the Scout notifies both Clubs involved in the match of the Scout’s proposed attendance by no later than 12 noon on the last Working Day before the published date of the match; and 226.2.the Scout is able to produce on demand to the home Club the identification card issued to him by his Club in accordance with the Premier League Rules. 227.Each Scout shall inform the home Club of his arrival at a match. 228. Each Club which operates an Academy shall prepare and produce a document setting out the process of how Scouts employed by that Club should approach Academy Players (and other players) and the process thereafter. Such process should comply in full with the Premier League Rules, these Rules and the Code of Conduct for Scouts and should build upon the training that the Scout received while obtaining the relevant scouting qualification referred to in Rule 224.1. Registrations and Provision of Information by the League 229. Upon receiving an application by a Club to register an Academy Player, the League shall immediately provide to the Academy Player’s Parent a copy of these Rules and of the Parent’s Charter. Scouts: Qualifications 224. Each Club which operates an Academy shall ensure that each of its Scouts whose duties include the identification of Academy Players whose registration the Club may wish to secure (in addition to complying with the provisions of Section Q of the Premier League Rules): 224.1.is in possession of such qualification as the League may require from time to time; 224.2.understands and complies in full with the Premier League Rules, these Rules and the Code of Conduct for Scouts; and 224.3.undertakes Continued Professional Development each year.
Talent Identification and Recruitment Guidance Rule 229 The League will where possible send the Rules and Charter to Parents by email with a read-receipt, or by recorded delivery if no email address is provided. Rule 233 The presumption set out in this Rule is rebuttable if the new Club can establish to the satisfaction of the Board that it did not in fact breach Rule 296. 416 Youth Development Rules Time/Distance Rules 234. Subject to Rule 264, each Club which operates an Academy shall be permitted to register Academy Players who reside within the travel times measured from the location of the Club’s principal venue for the provision of coaching and education set out in the following table. 230.Subject to Rule 231, the League will undertake the registration (which shall be backdated to the date of application) of the Academy Player if: 230.1. seven days have elapsed from the date the League receives the application referred to above; and 230.2. during that time, the League has not been contacted by the Academy Player or his Parent to inform the League that he no longer wishes to be registered as an Academy Player for that Club, and in such circumstances, the Academy Player may be coached by and play for the Club during the period of seven days referred to in Rule 230.1. The provisions of Rules 296 to 299 shall apply during the period referred to in Rule 230.1. 231. Without prejudice to its powers of inquiry under Section W of the Premier League Rules, prior to undertaking any registration of an Academy Player, the League may, in its absolute discretion, request: 231.1. any Official of the Club seeking to register the Academy Player, any Official of a Club with which the Academy Player has previously been registered, the Academy Player himself and/or his Parent(s) to appear before it to answer questions; and 231.2.such Persons or any Club (or club) to produce documents, in each case, to ensure that there has been no breach of Rules 296 to 299. 232. Where a request is made by the League in accordance with Rule 231, the League may, in its absolute discretion, stay the registration of the Academy Player until it is satisfied that there has been no breach of Rules 296 to 299 (and, in such circumstances, the Academy Player may not be coached by or play for the Club seeking to register him until the League notifies the Academy Player and the Club that the registration has been undertaken). 233. If the Academy Player directly or indirectly contacts another Club, and such contact results in the Academy Player becoming registered with that other Club without the consent of the Club referred to in Rule 229, the other Club shall be presumed to have breached Rule 296.
Talent Identification and Recruitment 417 Any question or dispute concerning the travelling time requirements in this Rule, and whether permission should be granted to register the relevant Academy Player, shall be determined by the Board. Trials 235. Subject to the conditions set out in Rules 236 and 242, a Trialist may attend an Academy for up to eight consecutive weeks in any one season without being registered provided that: 235.1. at least seven days’ prior written notice to that effect shall be given to any junior club of which such Trialist is a member; and 235.2. before the trial commences his particulars shall be notified forthwith to the League by sending to the Board: (a) PLYD Form 2 duly completed; (b) proof of his home address and date of birth in such form as is required by the Board; and (c) a photographic image of the Trialist in such format as is required by the Board. 236. In the case of the Trialist in one of the age groups Under 9 to Under 16, a Club may apply to the Board for permission to extend the period of eight weeks referred to in Rule 235 for an additional period of four weeks. 237.An application to extend a trial period must be: 237.1.made by the Club at least one week before the Trialist’s trial period is due to expire; 237.2.accompanied by such information and assurances as the League may require; and 237.3.consented to by the Trialist and his Parent. Permitted recruitment time/distance Foundation Phase Youth Development Phase Professional Development Phase Category 1 1 hour No limit for Academy Players engaged in the Full Time Training Model between the Under 14 and Under 16 age groups; 1 ½ hours for all other Academy Players in the Youth Development Phase. no limit Category 2 1 hour 1 ½ no limit Category 3 1 hour 1 ½ no limit Category 4 N/A N/A no limit
Talent Identification and Recruitment 418 Youth Development Rules 238. An application to extend a trial period shall only be granted by the League if it is satisfied as to arrangements put in place by the Club for the welfare and education of the Trialist. 239. A Trialist may not register with another Club (or club) during the first seven weeks of the initial eight week trial period but may at any time terminate an extended trial period to which he is subject. 240.Rule 34 (Performance Clocks) and Rule 35 (Multi-disciplinary Reviews) shall apply with regard to Trialists. 241. Each Club shall give the League all such access to information and Persons as it may require in order to monitor the welfare and progression of Trialists and to determine whether to grant an application to extend a trial period. 242.The conditions referred to in Rule 235 are as follows: 242.1. a trial may be offered or given by a Club to anyone in age groups Under 9 to Under 11 inclusive who has his permanent residence within one hour’s travelling time of the Club’s Academy; 242.2.a trial may be offered or given by any Club to anyone in age groups Under 12 and Under 13 who has his permanent residence within one and a half hours’ travelling time of the Club’s Academy; 242.3. a trial may be offered or given by a Club to anyone in age groups Under 14 to Under 16 inclusive; 242.4. subject to Rule 242.5.2 a trial may be offered or given by one or more Clubs to an Academy Player in age group Under 16 who has been informed by the Club holding his registration that it will not offer to enter into a Scholarship Agreement with him, any such trial or series of trials may not in the aggregate exceed eight weeks; 242.5.a trial may not be offered or given to anyone: 242.5.1.who is on trial at another Academy; or 242.5.2. whose registration is held by another Club (or club) except with the written consent of such Club (or club) or in the case of an Academy Player who is exercising his entitlement under either Rule 268, Rule 269 or Rule 270 to seek registration as an Academy Player at the Academy of another Club (or club). Any question or dispute concerning the travelling time requirements in this Rule shall be determined by the Board in its absolute discretion. 243. If a Trialist attending an Academy is injured so that he cannot be coached or play football or if the period of his trial is interrupted by any other occurrence, application may be made to the Board in writing to extend the period of his trial, giving full reasons therefor, and the Board shall have power to extend such period in such terms as it may think fit. 244. If before the date upon which a Trialist’s trial period is due to end his trial is terminated, notice to that effect shall be given to the League by sending to the Board PLYD Form 3 duly completed.
Talent Identification and Recruitment 419 245.Upon a Trialist commencing a trial, the League may provide to him and his Parent a copy of these Rules and such other information as the League considers relevant. 246. Where a Club makes an application to the League in PLYD Form 5 that an Academy Player who is a Trialist with that Club at the time of the application be registered as an Academy Player with that Club, the relevant trial will be immediately deemed cancelled by the League and the provisions of Rules 229 to 233 shall apply. Pre-Registration Agreements 247. Subject to the provisions of Art. 19 of the FIFA Regulations on the Status and Transfer of Players, on or after 1st January in any season a Club may enter into a pre-registration agreement with a player who does not reside within one and a half hours’ travelling time of its Academy provided that such a player is then: 247.1.in his Under 16, Under 17 or Under 18 year; 247.2.in Full Time Education; and 247.3.not registered with another Club or Football League club. 248. A pre-registration agreement shall be in PLYD Form 4 and shall include an undertaking by the Club to enter into a Scholarship Agreement with the player upon the Club having acquired the player’s registration and 248.1.in the case of a player in his Under 16 year, on or after the last Friday in June in the academic year in which the Academy Player reaches the age of 16; or 248.2.in the case of a player in his Under 17 or Under 18 year, upon his ceasing Full Time Education. Unless authorised in writing by the Board, a breach of such an undertaking will constitute a breach of these Rules. 249.Clubs shall submit to the Board copies of all pre-registration agreements within five days of their being entered into. 250. A written Coaching Curriculum shall be annexed to each pre-registration agreement and the player shall not be coached by or at the Club’s Academy or participate in its matches, tours, Festivals, Training Camps or Tournaments until the programme has been approved in writing by the Board and then only to the extent set out in the programme. Registrations 251. Each Club shall ensure that only Academy Players registered with that Club, Trialists attending Trials in accordance with Rule 235 and players with whom the Club has entered into a pre-registration agreement in accordance with Rule 247 shall be coached by or at that Club’s Academy or participate in matches, tours, Festivals, Training Camps or Tournaments in which the Club operating that Academy is involved.
Talent Identification and Recruitment 420 Youth Development Rules 252. Each Club must ensure that every player who represents it in a match, Festival, Tournament or any other event that forms part of the Games Programme is able to produce at that event, on request by the League, a valid registration card issued by the League. 253. Subject to Rule 254, players in age groups Under 9, Under 10, Under 11, Under 12, Under 14 and Under 16 shall be registered for one year and those in age groups Under 13 and Under 15 for two years. 254.The registration of an Academy Player shall endure until the last Friday in June in the academic year in which he reaches the age of 16 if: 254.1.he is engaged in the Full Time Training Model; or 254.2. the Club has made an application to the Board to this end, having offered to engage the Academy player on the Full Time Training Model and the Academy Player having rejected this offer for sound educational reasons. In such a case the Board shall enquire into the circumstances and satisfy itself as to the bona fides of the application, and if so satisfied shall have the power to determine that the Academy Player’s registration should so endure. 255.The registration of Academy Players will be undertaken by the League and all registrations are subject to the approval of the Board. 256. Registrations of Academy Players undertaken by The Football League which are held by Clubs promoted to the League shall be treated as having been undertaken by the League provided all circumstances surrounding that registration comply with these Rules, failing which the League shall be at liberty to reject that registration unless otherwise determined by the Board. 257. An application for the registration of an Academy Player at an Academy shall be made by completing and submitting to the Board: (a) PLYD Form 5 signed on behalf of the Club by an Authorised Signatory; (b) a copy of the Code of Conduct referred to in Rule 197; (c) proof of both the Academy Player’s home address and date of birth in such form as is required by the Board; and (d) a photographic image of the Academy Player in such format as is required by the Board. The completed PLYD Form 5 must be submitted to the Board by the Club within five days of signature by the Academy Player. 258. A Club shall request each Academy Player (or if he is a minor his Parent) to complete PLYD Form 6 at the same time that he completes PLYD Form 5. If he does so the Club shall submit the completed PLYD Form 6 to the Board at the same time that it submits PLYD Form 5. If the Academy Player or his Parent (as applicable) elects not to complete PLYD Form 6, he should nevertheless submit PLYD Form 5 to the Board forthwith. 259. An application in PLYD Form 5 shall be refused if it is made in respect of a player with whom a Club (or club), other than the applicant Club, has entered into a pre-registration agreement which remains current.
Talent Identification and Recruitment 421 260.Except in the case of a Scholar, a player shall not be registered as an Academy Player unless he is in Full Time Education. 261. The Board may from time to time direct the minimum number of Academy Players to be registered by each Club in each age group, and each Club shall comply with any such direction. 262.The maximum numbers of Academy Players registrable by a Club at any one time are as follows: Age groups Under 9 to Under 14 inclusive:30 in each age group Age groups Under 15 and Under 16 inclusive:20 in each age group Age groups Under 17 and Under 18:30 across both age groups Age groups Under 19 to Under 21 inclusive:15 in each age group 263. No application to register any Academy Player in the Under 9 age group may be signed by the Academy Player before the third Saturday in May immediately preceding his Under 9 year. 264. A player in age groups Under 14 to Under 16 inclusive who resides more than one and a half hours’ travelling time from the nearest Academy may be registered as an Academy Player at the nearest Club which operates an Academy of the appropriate Category subject to the following conditions: 264.1. an application for registration of an Academy Player under the provisions of this Rule shall be accompanied by a written Coaching Curriculum which shall include full particulars of any coaching the Academy Player will receive at or in the locality of his place of residence; 264.2. the Coaching Curriculum shall be designed so as to ensure that it does not cause the Academy Player to be absent from school; 264.3. in the case of an Academy Player registered under the provisions of this Rule at an Academy, the Head of Education shall make enquiries of the Academy Player’s school at least four times each season during the currency of his registration so as to satisfy himself that the Academy Player’s best interests are being served by the Coaching Curriculum and that it is not adversely affecting his education; the result of each enquiry shall be reported in writing to the Academy Manager who in the event of an adverse report shall apply to the Board for the cancellation of the Academy Player’s registration; and 264.4. unless any other travelling arrangements have been submitted to and approved in writing by or on behalf of the Board, on the occasion of each visit by the Academy Player to the Academy at which he is registered he shall be accompanied on both the outward and the return journey by his Parent.
Talent Identification and Recruitment 422 Youth Development Rules 265.An application to register an Academy Player shall be refused if: 265.1.the Academy Player is in age groups Under 10, Under 11 or Under 12; 265.2. the registration of that Academy Player was held by another Club or Football League club (“the former Club”) within the period of 12 months prior to the making of the application; 265.3. the former Club had given notice to that Academy Player under the provisions of Rules 267.1 or 267.2 that it intended to retain his registration; and 265.4. the Club making the application had within the said period of 12 months registered two Academy Players in age groups Under 10, Under 11 or Under 12 whose registrations had been held by the former Club, unless the Club making the application and the former Club agree otherwise. 266. On or before the third Saturday in May in every year each Club shall send to the Board a list in PLYD Form 7 containing the names of each of the Academy Players whose registration it then holds (other than those who have entered into a Scholarship Agreement whose names are included in the list required by Rule U.32), indicating which it retains, which it intends to retain and which it intends to terminate with effect from the first Saturday in June. End of Season Procedure 267.Except in the case of an Academy Player who has been offered and has accepted a Scholarship Agreement in accordance with Rule 277: 267.1. on or before the third Saturday in May in every year in which his registration is held, each Club shall give or send to each of its Academy Players in age groups Under 9 to Under 11 PLYD Form 8 notifying him whether it intends to retain or to terminate his registration with effect from the first Saturday in June; and 267.2. on or before the third Saturday in May, each Club shall give or send to each of its Academy Players in age groups Under 12 and Under 14 PLYD Form 9 notifying him whether it intends to retain his registration for the next two seasons or to terminate it with effect from the first Saturday in June. 268. An Academy Player who receives notification under Rule 267.1 or Rule 267.2 of his Club’s intention to terminate his registration shall be at liberty following receipt of such notification to seek registration as an Academy Player at the Academy of any other Club (or club). 269. An Academy Player who receives notification under Rule 267.1 or Rule 267.2 of his Club’s intention to retain his registration shall likewise be at liberty after the first Saturday in June to seek registration as an Academy Player at the Academy of any other Club (or club) provided that: 269.1.by the first Saturday in June he has given written notice to his Club and the Board terminating his registration; and 269.2.he has received the Board’s written acknowledgement of the same.
Talent Identification and Recruitment Guidance In the circumstances outlined in Rule 270, where a different Club or club signifies its intent to register the Academy Player beyond his Under 16 year, the two Clubs/clubs concerned, the Academy Player (through his Parents) and the League shall enter into discussions, where appropriate, to consider means by which he might begin training with his new Club or club before the end of his Under 16 year, provided always that his education is not negatively affected in any way. 423 Termination of Registration 271. Subject to Rule 272, the registration of an Academy Player who has not entered into a Scholarship Agreement with a Club shall terminate upon the happening of the earliest of the following events: 271.1.the Academy Player completing his Full Time Education; 271.2. the receipt by the Board at any time of a mutual cancellation notification in PLYD Form 10 duly completed and signed by the Academy Player and his Parent and on behalf of the Club holding his registration; 271.3. the receipt by the Board of the Academy Player’s notice duly given in accordance with the provisions of Rule 269.1; 271.4. the first Saturday in June following the receipt by the Board of PLYD Form 7 upon which his Club has indicated its intention to terminate the Academy Player’s registration; or 271.5. the expiry, surrender, suspension or revocation of the Academy licence of the Club holding the registration. 272.The Board shall have power at any time to cancel the registration of an Academy Player: 272.1.upon the written application of either: 272.1.1. the Academy Player or, if the Academy Player is a Child, his Parent on his behalf (and one of the grounds, but not the only ground, on which such an application may be made is that the categorisation of the Club’s Academy has been lowered pursuant to Rule 20.3); or 272.1.2.the Club holding his registration; or 272.2.of its own volition in the circumstances set out in Rule 273. 270. An Academy Player in age group Under 16 who has not received an offer to enter into a Scholarship Agreement by 31 December or who has been notified in writing by his Club that such an offer will not be forthcoming shall thereafter be at liberty to seek registration as an Academy Player at the Academy of any other Club (or club) and, in such circumstances (save where the Academy Player concerned remains in Full Time Education beyond his Under 16 year), the Club that holds his registration shall not be entitled to receive compensation from any Club (or club) that subsequently registers the Academy Player for its training and development of that Academy Player, in accordance with Rule 325.
Talent Identification and Recruitment 424 Youth Development Rules 273. If the Board is not satisfied that a Club is complying with any one or more of the Rules concerning the Hybrid or Full Time Training Model, or if it is of the view that the education of an Academy Player engaged on the Hybrid or Full Time Training Model is being prejudiced as a result of his engagement thereon (regardless of whether the Club is in compliance with these Rules) it may, either of its own volition or on the written application of an Academy Player who is affected thereby (or of his Parent on his behalf if he is a Child): 273.1.cancel the registration of the Academy Player; or 273.2.order that the Academy Player be deemed to be engaged on one of the other Training Models. 274. The Board will not exercise its powers set out in Rule 273 without having first given the Club, the Academy Player and his Parent the opportunity to make representations to it. 275. The Board shall determine such an application in such manner as it shall think fit and, in particular, shall have power to appoint one or more suitably qualified Persons to enquire into all the circumstances of the application (adopting such procedures as are considered appropriate) and to report to the Board, recommending whether the application should be granted or refused. If the application is granted, the Board may impose conditions (e.g. as to compensation) on the cancellation of the registration. For the avoidance of doubt, the ability to determine any application, and any conditions relating thereto, shall continue notwithstanding any expiry of the registration after the date of the original application. 276. Upon an Academy Player’s registration terminating by virtue of the provisions of Rule 271.2, the Board shall provide him with a copy of PLYD Form 10 as evidence thereof. Scholarships 277. On or after 1 January in the year in which he attains the age of 14 years and in any event on or before 31 December in his Under 16 year, a Club may offer to enter into a Scholarship Agreement with an Academy Player whose registration it holds. 278. Failure by a Club to honour any offer of a scholarship notified to the League in accordance with Rule 281, without reasonable cause shall render that Club liable to disciplinary action pursuant to Section W of the Premier League Rules. 279.A Club may likewise offer to enter into a Scholarship Agreement with an Academy Player in age group Under 16 who is seeking registration under the provisions of Rule 270. 280.A club which operates a Category 4 Academy may only offer to enter into a Scholarship Agreement with: 280.1.anyone who is not an Academy Player; or 280.2.an Academy Player in age group Under 16 who is seeking registration under the provisions of Rule 270, but only on or after 1 January in his Under 16 Year.
Talent Identification and Recruitment 425 281. Any offer made under the provisions of Rules 277 or 279 shall be in PLYD Form 11, a copy of which shall be sent to the Board by the Club making the offer within five days of it being made. In addition, any offer of scholarship to a player registered with a club not in membership of the Premier League or Football League shall be sent to the Board by the Club within five days of such offer being made. 282. An Academy Player receiving an offer in PLYD Form 11 shall respond thereto within 28 days by completing and submitting to the Club making the offer PLYD Form 12, a copy of which shall be sent to the Board by the Club within five days of receipt. An Academy Player who does not accept the offer shall be at liberty after the first Saturday in June following his Under 16 year to seek registration at any other Club (or club). 283.An Academy Player who fails to respond as required by Rule 282 shall be deemed to have not accepted the offer. 284.A Club may enter into a Scholarship Agreement with an Academy Player if: 284.1.it holds his registration; or 284.2.his registration is not held by another Club (or club); and 284.3. (except in the case of an Academy Player who has entered into a Scholarship Agreement with another Club (or club) which has been cancelled by mutual agreement) he is under the age of 18 years; and 284.4.the Scholarship Agreement commences no earlier than the last Friday in June in the academic year in which the Academy Player reaches the age of 16. 285.An Academy Player who enters into a Scholarship Agreement with a Club shall be: 285.1. entitled to receive such remuneration as shall be determined by the Board from time to time; and 285.2.required to complete his Education Programme (as defined in PLYD Form 1). 286. The registration of an Academy Player who enters into a Scholarship Agreement with a Club shall be effected by completion of and submission to the Board of Football Association Form G(4), signed on behalf of the Club by an Authorised Signatory, together with copies of the Academy Player’s Scholarship Agreement, the initial duration of which must not exceed two years, and birth certificate. 287. If the parties to a Scholarship Agreement have agreed in writing that they will enter into a contract of employment in Form 16 prior to or immediately upon the termination of the Scholarship Agreement, and provided that the written agreement between them specifies the length of the contract and full details of all the remuneration and benefits payable under it, the Club shall not be obliged to complete and sign a mutual cancellation notification upon the Academy Player’s application for cancellation of his registration pursuant to clause 13.1 of the Scholarship Agreement. If the Club chooses not to cancel the Academy Player’s registration, the Academy Player shall remain registered with the Club and the Scholarship Agreement shall remain in full force and effect.
Talent Identification and Recruitment 426 Youth Development Rules 288.Appeal against Termination An appeal by an Academy Player under the provisions of clause 10.3 or by a Club under the provisions of clause 12.3 of PLYD Form 1 shall be commenced by notice in writing addressed to the other party to the agreement and to the Board. 289.Appeal against Disciplinary Decision An appeal by an Academy Player under the provisions of paragraph 3.3.2 of the Schedule to PLYD Form 1 shall be commenced by notice in writing addressed to the Club and to the Board. 290.Appeals pursuant to Rule 288 or Rule 289 shall be conducted in such manner as the Board may determine. 291.The Board may allow or dismiss any such appeal and make such other order as it thinks fit. 292.Order for Costs The Board shall have power to make an order for costs: 292.1.in determining appeals under Rule 288 or Rule 289; and 292.2.if any such appeal, having been commenced, is withdrawn. 293. The Board shall have power to determine the amount of any such costs which may include, without limitation, those incurred by the League in the conduct of the appeal. 294.Costs ordered to be paid as aforesaid shall be recoverable: 294.1.in the case of a Club, under the provisions of Rule E.27; or 294.2.in the case of an Academy Player, as a civil debt. 295.Further Appeal Within 14 days of a decision of the Board given under the provisions of Rule 291 either party may by notice in writing appeal against such decision to the Premier League Appeals Committee whose decision shall be final. Approaches by and to Clubs and Inducements 296.A Club shall not, either directly or indirectly, make any approach to or communicate with: 296.1.an Academy Player registered with another Club (or club); or 296.2.a player with whom another Club (or club) has entered into a pre-registration agreement which remains current. 297. A public statement made by an Official of or Intermediary for a Club expressing interest in an Academy Player whose registration is held by another Club (or club) or a player with whom another Club (or club) has entered into a pre-registration agreement which remains current shall be deemed for the purpose of Rule 296 to be an indirect approach in breach of that Rule.
Talent Identification and Recruitment 427 298. Except as permitted by Rules 268, 269, 270 and 282, an Academy Player whose registration is held by a Club shall not, either directly or indirectly, make any approach to another Club (or club). 299. Except that a Club may, not earlier than 31 December next following the commencement of his Under 16 year, offer an Academy Player a contract as a Contract Player upon his attaining the age of 17 years and subject to Rules 247 and 277: 299.1. no Club shall induce or attempt to induce a player to become registered as an Academy Player by that Club by offering him, or any Person connected with him, either directly or indirectly, a benefit or payment of any description whether in cash or in kind; 299.2. no Club shall likewise induce or attempt to induce an Academy Player to enter into a Scholarship Agreement and in particular no Club shall pay or offer to pay to an Academy Player upon his entering into a Scholarship Agreement remuneration in excess of the remuneration referred to in Rule 285.1; and 299.3. no Academy Player shall, either directly or indirectly, accept any such inducement.
Youth Development Rules Facilities 428 Youth Development Rules Facilities 300.Each Club which operates an Academy shall ensure that: 300.1.it provides as a minimum the facilities and accommodation set out in Rules 302 to 316; and 300.2. if it operates a Category 1 Academy, such facilities and accommodation are available for the exclusive use of its Academy at all times when it requires access to them in order to comply with these Rules. 301. Save where otherwise indicated, or with the permission of the Board, the facilities and accommodation set out in Rules 302 to 316 shall be provided at the Club’s principal venue for the coaching and education of Academy Players. 302.Grass pitches Category 1 a) A sufficient number of grass pitches of the appropriate sizes (as required by the Rules relating to Games Programmes and with goals sized as required by the Rules relating to Games Programmes) to enable the Club to play all its matches in the Games Programmes and fulfil its commitments under these Rules as regards coaching. b) One floodlit grass pitch enclosed with perimeter fencing and with designated areas for spectator attendance (save that if a Club is unable to obtain planning permission for floodlighting then the requirement for floodlighting shall be waived). c) A designated area (on grass) for the coaching of goalkeepers. Category 2 and 3 a) A sufficient number of grass pitches of the appropriate sizes (as required by the Rules relating to Games Programmes and with goals sized as required by the Rules relating to Games Programmes) to enable the Club to play all its matches in the Games Programmes and fulfil its commitments under these Rules as regards coaching. b) A designated area for the coaching of goalkeepers. Category 4 a) A sufficient number of grass pitches of the appropriate sizes (as required by the Rules relating to Games Programmes and with goals sized as required by the Rules relating to Games Programmes) to enable the Club to play all its matches in the Games Programmes and fulfil its commitments under these Rules as regards coaching. b) A designated area (on grass) for the coaching of goalkeepers.
Facilities Guidance Because of Rule 306, Clubs may need to have a greater number of pitches than the bare minimum necessary to fulfil matches in the Games Programme. 429 307.Artificial Surface Pitch 308.Indoor area for training and the playing of matches Note: ideally a Club’s indoor facility should be located at its principal venue for the coaching of Academy Players and any new facility must be located at the principal venue. It is accepted, however, that a number of Clubs have existing indoor facilities which are located elsewhere, or that it may be impossible for a Club’s indoor facility to be located at its principal venue for planning reasons. In such cases, where the Board is satisfied that the Club’s indoor facility may be located other than at its principal venue, there shall also be a requirement that the Rules relating to the maximum travel time from an Academy Player’s residence to the coaching venue are complied with. Categories 1 and 2 One indoor Artificial Surface pitch measuring a minimum of 60 yards by 40 yards which shall be owned by the Club (or alternatively the Club must have a legally enforceable agreement with the owner of the facility for its use by the Club, expiring not earlier than the end of the current Season) and which shall be for the exclusive use of the Academy at all times. (Note: an indoor pitch which complies with the size requirements set out in Rule K.15 is recommended). Categories 1 and 2 One floodlit outdoor Artificial Surface pitch (save that if a Club is unable to obtain planning permission for floodlighting then the requirement for floodlighting shall be waived). It is recommended and mandatory with effect from 1 July 2016 that this pitch complies with Rule K.15. Categories 3 and 4 Access to one floodlit outdoor Artificial Surface pitch (which need not be at the principal venue). 303. Each Club shall take all reasonable steps to maintain each grass pitch used by its Academy at all times when such pitches are required by the Academy for matches or coaching. 304. The League shall inspect the Academy grass pitches of each Club which operates a Category 1 or Category 2 Academy at least twice a year, and of each Club which operates a Category 3 Academy from time to time. 305.Each Club shall take such steps as the Board may require if the Board is not satisfied that a pitch is being maintained to an adequate standard. 306. Without prejudice to the generality of Rule 303, each Club shall ensure that the quality of its pitches used for matches in the Games Programme is not adversely affected by coaching taking place on them.
Facilities Guidance The Premier League and Football League are consulting on the requirements for Category 3 Clubs’ indoor facilities to have an Artificial Surface. Guidance Sufficient and suitable facilities must be provided at all venues. Thus, if a Category 3 or Category 4 Academy utilises an Artificial Surface pitch or an indoor pitch which is located away from its principal venue, it must ensure that there is substantial compliance with this Rule 309 with regard to changing room and washing facilities. A changing room may not be used as any of the other rooms (e.g. team meeting room) required by these Rules. 430 Youth Development Rules 310.Team meeting room Categories 1 to 4 A dedicated room large enough to hold 20 people and equipped with individual desks (one per Person), audio/visual projection equipment and a large screen, internet access and computers. 309.Changing rooms and washing facilities Categories 1 to 4 a) suitably-sized changing rooms equal in number to the number of teams (including visiting teams) playing at the Academy at any one time so that each such team has exclusive use of a changing room; b) a sufficient number of washing and toilet facilities, of a suitable quality, for the exclusive use of all registered Academy Players; c) a sufficient number of separate washing and toilet facilities, of a suitable quality, for the use of visiting teams; d) a sufficient number of separate changing rooms and washing and toilet facilities, of a suitable quality, for the exclusive use of Match Officials (with separate male and female facilities in the case of Category 1 and Category 2 Academies only, with appropriate arrangements made at Category 3 and Category 4 Academies to facilitate the changing requirements of both male and female Match Officials); and e) (in the case of Category 1 and Category 2 Academies only) a sufficient number of changing rooms and washing and toilet facilities, of a suitable quality, for the exclusive use of therapists and coaches employed at the Academy and other relevant Academy Staff. Categories 3 and 4 Access to one indoor Artificial Surface pitch measuring 60 yards by 40 yards during the months of November to April. Alternatively, the pitch may measure 30 yards by 20 yards but if so the Club shall only be permitted to coach the following maximum numbers of Academy Players at any one time: Age groups Under 9 to Under 14 inclusive: 18 in each age group Age groups Under 15 and Under 16 inclusive: 15 in each age group Age groups Under 17 to Under 21 inclusive: 12 in each age group
Facilities Guidance In Category 3 and 4 Academies, this room: a) b) need not be located at the principal venue; but if it is so located (but not otherwise), may also be used as the guest lounge described in Rule 311. Guidance Each club should carefully consider provision of facilities suitable for the medical practice undertaken at each venue. In general, a medical consulting room should be not less than 16 square metres and should be larger if it includes a separate area for the examination couch. There should be provision for: • • Privacy sufficient to ensure confidentiality of consultation; Desk, examination couch and equipment to facilitate medical examinations to include: • Thermometer; • Sphygmomanometer; • Otoscope and ophthalmoscope; and • Stethoscope; Electronic or paper medical records in secure format; Secure/lockable filing system; Secure/lockable storage for any medicines; Sufficient provisions for all aspects of medical treatment to be undertaken including: • Protocols and equipment for the provision of Basic Life Support and if not provided elsewhere; • Protocols and equipment sufficient for Advanced Trauma and Life Support; • • • • 431 311.Guest lounge 312.Match analysis suite 313.Medical facilities Such medical facilities as the Club requires to deliver its Sports Science and Medicine/Performance Support Programme. Categories 1 and 2 A room large enough to hold 20 people and equipped with such appropriate video and IT technology as is necessary to undertake, and present the results of, Performance Analysis. If the facility is shared with the professional squad, access for the Academy sufficient for its purposes needs to be clearly demonstrated. Category 3 A match analysis suite is recommended but not mandatory. Categories 1 to 4 A guest lounge for the use of Parents at each training session and match that is open to Parents. The guest lounge shall be large enough to hold 50 people and have access to refreshments and toilet facilities. Note: in Category 3 and 4 Academies, this room may also be used as the team meeting room described in Rule 310 provided that it is large enough.
Facilities • Basin with hot and cold water, provision of hand cleansers, clinical taps, hand drying facilities and all necessary provision for effective infection control procedures; Provision of space and seating for person accompanying examinee; Flooring and fittings of materials which can be cleaned to meet infection control standards; and Telephone. • • • Guidance For Category 3 and Category 4 Academies, these can be provided at a place other than the principal venue (e.g. at the Club’s Stadium). Guidance Clubs may provide such accommodation by lodging students with private households (subject to compliance with all applicable legal requirements including as to DBS checks) or by operating their own dedicated facilities (such as hostels). 432 Youth Development Rules 316.Classrooms Category 1 A minimum of three classrooms which shall each: • contain sufficient desks for 20 students; • contain 20 computers with access to the internet; and • conform in all respects with any requirements for classrooms issued by the Department for Education. 315.Academy Player accommodation Categories 1 to 4 Sufficient and adequate accommodation for all registered Academy Players and Trialists under the age of 18 not residing with their Parents. Clubs shall comply with any guidelines about Academy Player accommodation published by the League from time to time and with all applicable legal requirements in relation to the provision of such accommodation. Such accommodation shall be located in as close proximity as is reasonably practicable to the Club’s principal venue for the coaching and education of Academy Players and to the place at which Academy Players undertake their education (if this is not the principal venue). 314.Administration office space Categories 1 to 4 a) Such office space and access to IT, email and the internet as each member of Academy Staff requires in order to perform the responsibilities set out in his job description; b) A private meeting room.
Facilities Guidance In Category 3 and 4 Academies, this may also be used as the team meeting room provided that the timetabling of lessons in the classrooms allows. Flexibility will be accorded to a Club’s provision of classrooms depending on the number of Academy Players that are engaged in each Training Model. Clubs which operate a Category 3 or Category 4 Academy who have in place an artificial pitch which does not meet the requirements of such a pitch as defined in Rule 1.14 may continue to use such a pitch until the end of its natural life. Thereafter however, they must use a pitch which complies with the definition. 433 Category 2 A minimum of two classrooms which shall each: • contain sufficient desks for 20 students; and • contain 20 computers with internet access. At least one of the classrooms must conform in all respects with any requirements for classrooms issued by the Department for Education. Categories 3 and 4 Access for Academy Players and Trialists to a study area large enough to hold 20 people and which contains at least 20 computers with internet access.
Youth Development Rules
Finance and Expenses
Finance
317. Each Club which operates an Academy shall by 1 July in each year submit to the League its budgeted Academy Financial Information for its Academy for the following season.
318. Each Club which operates an Academy shall by 1 September in each year submit to the League its actual Academy Financial Information for its Academy for the previous season together with the budgeted Academy Financial Information for that season.
319. The Academy Financial Information required by Rule 317 shall be submitted in the format required by the League.
320. The League may, at its discretion, require (and the Club shall deliver), such further information and explanations as it deems fit in connection with the Academy Financial Information submitted by the Club pursuant to Rules 317 and 319.
321. The League shall have the power to obtain an independent audit of a Club’s Academy Financial Information submitted pursuant to these Rules.
322. Each Club’s Academy Financial Information shall be assessed by the Board in order to determine whether to award to the Club a grant from the Professional Youth Game Fund.
Guidance
The League will produce benchmarked Club by Club information (on an anonymised basis) with regards to expenditure on youth development on an annual basis.
The League will keep the Academy Financial Information provided to it pursuant to Rules 317 and 319 confidential save that:
1. the League may disclose the Information if properly required to do so by law or by any regulatory authority;
2. the League may disclose the Information to the ISO or the PGB (and if it does so, the League shall use all reasonable endeavours to ensure that the ISO or the PGB keeps the Information confidential);
3. the League may disclose the Information to any Person or entity retained to undertake an audit of a Club’s Academy Financial Information pursuant to Rule 321 (and if it does so, the League shall use all reasonable endeavours to ensure that the Person or entity so retained keeps the Information confidential); and
4. the League may use the Information to develop and publish benchmarked information on an anonymised basis.
Expenses
323. Without prejudice to Rules 296 to 299, each Club that operates an Academy shall be permitted to reimburse Academy Players and their Parents for actual expenses legitimately incurred as a direct result of the Academy Player’s participation in the activities of the Academy, in accordance with such guidance as is issued by the Board to Clubs from time to time.
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324. Without prejudice to Rules 296 to 299, no payment of any kind may be made by a Club to an Academy Player or his Parent (whether directly or indirectly) outside the terms of the guidance issued by the Board in accordance with Rule 323, without the express prior consent of the Board.
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Youth Development Rules
Compensation
Compensation
325. The registration of an Academy Player at an Academy shall impose an obligation on the applicant Club or Football League club (“the Applicant Club”) to pay compensation for the training and development of that Academy Player to any Club or Football League club which previously held his registration (“the Training Club”) provided that:
325.1. the Training Club had indicated in PLYD Form 7 (or, in the case of a Football League club, the equivalent Football League form) its intention to retain the Academy Player’s registration; or
325.2. the Training Club had offered to enter into a Scholarship Agreement pursuant to Rule 277 with the Academy Player; or
325.3. the Academy Player sought registration at the Applicant Club because he had moved residence outside the permitted travelling time from his last Training Club; or
325.4. save where Rule 270 applies, the Training Club and Academy Player mutually agreed to terminate the Academy Player’s registration pursuant to Rule 271.2 and agreed that the Training Club should retain the right to receive compensation should the Academy Player sign for another Club (or club); or
325.5. the Board has made a determination to that effect pursuant to Rule 275; and
325.6. in all the above cases, the Training Club held a valid licence to operate an Academy in accordance with these Rules (or to operate a Football Academy or Centre of Excellence in accordance with the Rules pertaining to youth development which these Rules replaced).
326. The amount of compensation referred to in Rule 325 shall be:
326.1. such sum as shall be due pursuant to this section of the Rules; or
326.2. as regards the compensation payable by the Applicant Club to the most recent Training Club, such sum as shall have been agreed between them.
327. Rules 329 to 339 govern the compensation due in respect of an Academy Player who is in, or about to enter, any age group between Under 9 and Under 16 at the time when he is first registered with the Applicant Club save for an Academy Player to whom Rule 328.2 applies.
328. In default of agreement between the Applicant Club and the Academy Player’s most recent Training Club, the Professional Football Compensation Committee shall (in accordance with the provisions of Appendix 11) determine the compensation payable to the latter in respect of an Academy Player:
328.1. who is in any age group between Under 17 and Under 21 when he is registered for the Applicant Club; or
328.2. to whom the Training Club made an offer of a Scholarship Agreement pursuant to Rule 277.
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329. The compensation due in respect of an Academy Player to whom Rule 327 applies shall consist of an initial fee payable to the most recent Training Club (and to be paid within seven days of the Academy Player being registered for the Applicant Club) and, if the Academy Player is in age group Under 12 or older, contingent compensation is payable to all qualifying Training Clubs in accordance with these Rules.
330. The initial fee referred to in Rule 329 shall be calculated by:
330.1. multiplying the applicable annual fixed fee (or fees) calculated in accordance with Rule 331 by the applicable number of years; and
330.2. adding thereto any initial fee (capped at such sum as would have been payable when calculated in accordance with this section of the Rules) paid by the most recent Training Club when it acquired the registration of the Academy Player.
331. In Rule 330:
331.1. the “applicable annual fixed fee” means the fee set out in the table in Rule 332 referable to:
331.1.1. the age group of the Academy Player during any year that he was registered with the Training Club; and
331.1.2. the Category of the Training Club’s Academy during that year; and
331.2. the “applicable number of years” means the number of years for which the Academy Player was registered for the Training Club (subject to Rule 338).
Guidance
There may be two “applicable fixed fees”. For example, if an Academy Player was registered with a Category 2 Training Club from the age of Under 9 to Under 16, then the applicable fixed fee is £3,000 for each of his initial three years of development (totalling £9,000) and £25,000 for each of the five subsequent years (totalling £125,000) making a total initial fee of £134,000.
332. The applicable annual fixed fees by reference to the age group of the Academy Player and the Category of Academy are as follows:
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Category of the
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|
|
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Age group of the
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Academy of the Training
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|
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Academy Player
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Club at the relevant time
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Applicable Annual Fixed Fee
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Under 9 to Under 11
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All Categories
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£
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3,000
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Under 12 to Under 16
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Category 1
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£
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40,000
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Under 12 to Under 16
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Category 2
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£
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25,000
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|
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Under 12 to Under 16
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Category 3
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£
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12,500
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Guidance
In order to give effect to the compensation Rules under the EPPP, Clubs’ previous Football Academies and Centres of Excellence will have a “deemed”, retrospective categorisation to give effect to the provisions for fixed fee compensation in respect of the years up until the coming into force of the Rules. The following applies:
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Deemed retrospective Category for the purposes
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of calculating compensation (in respect of the
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Status
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period up until the end of Season 2011/12)
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Club operated a licensed Football Academy which is placed into Category 1 under the new Rules (all Category 1 Clubs will be the subject of an ISO audit by no later than 31 May 2012)
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Category 1
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Club operated a licensed Football Academy which is not placed into Category 1 under the new Rules.
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Category 2
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Club operated a licensed Centre of Excellence
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Category 3
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333. The contingent compensation referred to in Rule 329 shall consist of:
333.1. appearance fees calculated by reference to the number of First Team Appearances (up to a maximum of 100) made by the Academy Player for the Applicant Club or any other Club or Football League club for whom the Academy Player subsequently becomes registered (including by way of a Temporary Transfer or other loan) and to the divisional status of the relevant Club as set out in the table in Rule 334;
333.2. if the Academy Player’s registration is transferred prior to his twenty-third birthday to a club affiliated to a national association other than The Football Association (save for any Welsh club which is a member of the League, The Football League or the National Division of the National League), 20% of any Compensation Fee, Loan Fee and Contingent Sum that the Applicant Club receives which is in excess of:
333.2.1. any amounts of training compensation and/or solidarity payment paid to the Applicant Club and the Training Club pursuant to the FIFA Regulations for the Status and Transfer of Players; and
333.2.2. the actual sum (if any) paid by the Applicant Club to the Training Club to acquire the Academy Player’s registration;
333.3. 5% of all Compensation Fees (and transfer fees, where applicable), Loan Fees and Contingent Sums paid in respect of:
333.3.1. all future transfers of the Academy Player’s registration to Clubs (or clubs) in membership of the League, The Football League or the National Division of the National League; and
333.3.2. all future transfers on loan to a club affiliated to a national association other than the Football Association (save for any Welsh club which is a member of the League, The Football League or the National Division of the National League).
Guidance
Clubs will be obliged to pay contingent compensation as it falls due in accordance with Rule V.36 (payment within seven days of the triggering event).
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334. The appearance fees referred to in Rule 333.1 are as follows:
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Number of
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Divisional Status of the Club
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First Team
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Premier
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Football League
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Football
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Football
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Appearances
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League Club
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Championship Club
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League 1 Club
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League 2 Club
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10
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£
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150,000
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£
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25,000
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£
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10,000
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£
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5,000
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20
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£
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150,000
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£
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25,000
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£
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10,000
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£
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5,000
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30
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£
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150,000
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£
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25,000
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£
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10,000
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£
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5,000
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40
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£
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150,000
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£
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25,000
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£
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10,000
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|
£
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5,000
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50
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£
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150,000
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|
£
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25,000
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|
£
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10,000
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|
£
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5,000
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60
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|
£
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150,000
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|
£
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25,000
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|
£
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10,000
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|
£
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5,000
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70
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£
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100,000
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|
£
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25,000
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|
£
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10,000
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|
£
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5,000
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|
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80
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£
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100,000
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|
£
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25,000
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|
£
|
10,000
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|
£
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5,000
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|
|
90
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|
£
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100,000
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|
£
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25,000
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|
£
|
10,000
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|
£
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5,000
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|
|
100
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|
£
|
100,000
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|
£
|
25,000
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|
£
|
10,000
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|
£
|
5,000
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|
335. In Rule 333:
335.1. “First Team Appearance” means an appearance either in the starting eleven or as a playing substitute in a first team fixture in the Premier League, the Football League Championship and Football Leagues 1 and 2 (including play-offs), the Football League Cup, the FA Cup, the Football League Trophy, the UEFA Europa League or the UEFA Champions League;
335.2. in the event that the Academy Player’s registration at a Club (or Football League club) is terminated (whether by effluxion of time, cancellation, transfer or otherwise) prior to his having made sufficient appearances to trigger one of the payments set out in Rule 334, that Club (or Football League club) shall pay a pro rata amount to the relevant Training Club(s) and the obligation to pay future sums pursuant to that Rule shall transfer to any new Club (or Football League club) for whom the Academy Player subsequently becomes registered; and
335.3. “Compensation Fee”, “Loan Fee” and “Contingent Sum” shall be interpreted to exclude compensation payable pursuant to Rule 325.
336. Reference in Rules 333 and 335 to the transfer or termination of an Academy Player’s registration shall be interpreted to include transfers or terminations of his registration after he has ceased to be an Academy Player and Clubs who subsequently sign the Academy Player shall be bound to comply with Rules 333.1 and 333.3 and for the avoidance of doubt the original Applicant Club shall not be liable to the Training Club in respect of:
336.1. any appearance fees payable pursuant to Rule 333.1 and due in respect of appearances made by the Academy Player after he has ceased to be permanently registered for the Applicant Club; or
336.2. sums payable pursuant to Rule 333.2 and 333.3 arising from transfers in respect of which the Applicant Club was not the Transferor Club.
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337. Any agreement between a Club and another Club (or club) as to the compensation payable on the transfer of a registration, whether pursuant to Rule 326.2 or otherwise, may not take effect so as to vary the contingent compensation payable pursuant to this section of the Rules to any other Club (or Football League club).
338. If an Academy Player has spent part only of any year at the Training Club, the amount of compensation in respect of that year shall be calculated pro rata (taking into account whether or not the Training Club’s Academy was operational or not during the Close Season or any part of it).
339. If the Academy Player has been registered for a Training Club for part only of the period between the start of his Under 12 year to the conclusion of his Under 16 year, the amount of contingent compensation payable to that Training Club calculated in accordance with these Rules shall be paid pro rata to the Training Club.
Guidance
Rule 339 covers the following situations:
1. where an Academy Player has been registered for only one Training Club but not for the entirety of the period from the start of his Under 12 year to the conclusion of his Under 16 year; and
2. where the Academy Player has been registered for more than one Training Club during the period.
In either case, the Training Club(s) receive(s) contingent compensation pro rata to the period that it/they held the Academy Player’s registration.
340. The compensation set by the Professional Football Compensation Committee in respect of an Academy Player to whom Rule 328 applies shall be determined in accordance with the Committee’s Regulations (set out at Appendix 11).
341. The new registration of a Contract Player under Premier League Rule U.17 shall impose an obligation on the Club next holding his registration to pay to the former Club (or club) compensation for the training and development of that Player if the Club (or club):
341.1. had held that Player’s registration as an Academy Player;
341.2. had offered to enter into a Scholarship Agreement with him which offer he had not accepted; or
341.3. had entered into a Scholarship Agreement with him; and either
341.3.1. the Scholarship Agreement had been terminated at the Player’s request; or
341.3.2. in accordance with the terms thereof the former Club (or club) had offered him a contract as a Contract Player which offer he had not accepted.
342. The amount of compensation payable pursuant to Rule 341 shall be:
342.1. such sum as shall have been agreed between the applicant Club (or club) and the former Club; or
342.2. such sum as the Professional Football Compensation Committee on the application of either Club (or club) shall determine pursuant to Rule 340.
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343. Any agreement between Clubs or between a Club and a Football League club as to the amount of compensation payable shall be in writing, and a copy provided to the League within five days of being entered into.
344. All compensation (including instalments thereof and contingent sums) payable to a Club or Football League club shall be paid by the Applicant Club into the Compensation Fee Account.
Guidance
The fees set out in Rules 332 and 334 are to be revised annually by the PGB.
The Regulations of the Professional Football Compensation Committee referred to in Rule 340 are in Appendix 11 to Premier League Rules. They remain unchanged as regards the calculation of compensation for:
· Academy Players in the Under 18 and older age groups;
· an Academy Player with whom the Training Club had agreed to enter into a Scholarship Agreement; and
· an Academy Player with whom the Applicant Club enters into a Scholarship Agreement.
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Youth Development Rules 442
[LOGO]
Youth Development Forms
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Premier League and The Football League
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PLYD Form 1
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Scholarship Agreement
AN AGREEMENT made the (day) day of (month and year) Between (club company name) whose registered office is at (address) (hereinafter called “the Club”) of the one part and (Scholar’s full name) of (address) (hereinafter called “the Scholar”) of the other part
WHEREBY it is agreed as follows:
1. Definitions and Interpretation
1.1 The words and phrases below shall have the following meanings:
“Authorised Games” shall have the meaning set out in the League Rules;
“the Board” shall mean the board of directors of the Club for the time being or any duly authorised committee of such board of directors;
“the Club Rules” shall mean the rules or regulations affecting the Scholar from time to time in force and published by the Club;
“Contract Player” shall mean any player (other than a Academy Player or Scholar or Youth Player) who has entered into a written contract of employment with a Club as defined by the League Rules;
“Education Programme” shall mean the programme of education provided by the Club being either the advanced apprenticeship framework for sporting excellence (AASE) or any other programme of education approved in writing by the League in conjunction with the PFA;
“the FA” shall mean The Football Association Limited;
“the FA Rules” shall mean the rules and regulations from time to time in force of the FA;
“Football Development Programme” shall mean the programme of football training provided by the Club including the Scholar’s participation in Authorised Games;
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“Gross Misconduct” shall mean serious or persistent conduct, behaviour, activity or omission by the Scholar involving one or more of the following:
(a) theft or fraud;
(b) deliberate and serious damage to the Club’s property;
(c) use or possession of or trafficking in a Prohibited Substance;
(d) incapacity through alcohol affecting the Scholar’s performance as a player;
(e) breach of or failure to comply with any of the terms of this agreement;
or such other similar or equivalent serious or persistent conduct, behaviour, activity or omission by the Scholar which the Board reasonably considers to amount to gross misconduct;
“the League” shall mean the football league of which the Club is a member from time to time;
“the League Rules” shall mean the rules or regulations from time to time in force of the League;
“National Minimum Wage” means the National Minimum Wage as determined by the Low Pay Commission from time to time;
“Parent” means a person who has parental responsibility for the Scholar;
“PFA” shall mean the Professional Footballers Association;
“Player” shall have the meaning set out in the League Rules;
“Prohibited Substance” shall have the meaning set out in the FA Rules;
“the Rules” shall mean the FA Rules, the League Rules and the Club Rules.
1.2 For the purpose of this agreement and provided the context so permits, the singular shall include the plural and vice versa and any gender includes any other gender.
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2. Purpose
2.1 The purpose of this agreement is to provide the Scholar with a period of work-based learning in preparation for a possible future career as a professional association football player.
3. Duration
3.1 Subject as hereinafter provided, this agreement shall remain in force from the date set out in Schedule One for two years.
3.2 If during the currency of this agreement the Club wishes to offer the Scholar a contract as a Contract Player it may only do so on the condition that the Scholar continues his Education Programme.
4. Extension of Agreement
4.1 If by reason of illness or injury the Scholar is prevented from participating in the Football Development Programme for a period in excess of five weeks (hereafter “the excess period”):
4.1.1 the duration of this agreement shall be extended by the length of the excess period or, if earlier, until the Scholar’s nineteenth birthday; and
4.1.2 within fourteen days of the end of the excess period the Club shall give written notice to the League and to the FA indicating the date to which the duration of the agreement is extended.
4.2 The Club shall be entitled to extend the duration of this agreement by one year by giving to the Scholar written notice to that effect on or before the third Saturday in May in the second year of the agreement and a copy of any such notice shall be sent to the League and to the FA within fourteen days of the date on which it was given.
5. Obligations of the Scholar
5.1 The Scholar agrees:
5.1.1 to participate in the Football Development Programme and the Education Programme;
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5.1.2 when directed by an authorised official of the Club to:
5.1.2.1 attend at any reasonable place for the purposes of and to participate in training and match preparation;
5.1.2.2 play in any Authorised Games in which he is selected to play for the Club;
5.1.2.3 attend other matches in which the Club is engaged;
5.1.3 to train and play to the best of his skill and ability at all times;
5.1.4 except to the extent prevented by injury or illness, to maintain a high standard of physical fitness at all times;
5.1.5 to observe the Laws of the Game when playing football;
5.1.6 to observe the Rules but in the case of the Club Rules to the extent only that they do not conflict with or seek to vary the express terms of this agreement;
5.1.7 that he has given all necessary authorities for the release to the Club of his medical records and will continue to make the same available as requested by the Club from time to time during the continuance of this agreement;
5.1.8 to submit promptly to such medical and dental examinations as the Club may reasonably require and undergo such treatment as may be prescribed by the medical or dental advisers of the Club and/or the Club’s insurers;
5.1.9 to permit the Club to photograph him individually or as a member of a squad of players and staff of the Club provided that such photographs are for use as the official photographs of the Club;
5.1.10 to comply with and act in accordance with all lawful instructions of any authorised official of the Club; and
5.1.11 to sign the declaration set out at Schedule Three to this Agreement and to procure that his Parent signs the same.
5.2 Subject to Clause 5.3.4 below, the Scholar may contribute to the media in a responsible manner but whenever circumstances permit the Scholar shall give to the Club reasonable notice of his intention to make any contribution to the public media in order to allow representations to be made to him on behalf of the Club if it so desires.
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5.3 The Scholar shall not:
5.3.1 reside at any place which the Club reasonably deems unsuitable for the performance of his obligations under this agreement;
5.3.2 undertake or be engaged in any employment or be engaged or involved in any trade, business or occupation;
5.3.3 indulge in any activity or practice which might endanger his fitness or inhibit his mental or physical ability to train or play or which might cause to be void or voidable any policy of insurance provided for the Scholar by the Club in compliance with the Rules; or
5.3.4 knowingly or recklessly do, write or say anything which is likely to bring the Club or the game of football into disrepute.
6. Obligations of the Club
The Club shall:
6.1 provide the Football Development Programme and the Education Programme;
6.2 observe the Rules, save that the FA Rules and League Rules shall take precedence over the Club Rules;
6.3 pay to the Scholar throughout the duration of this agreement (and during agreed holiday periods) the remuneration which by virtue of the League Rules he is entitled to receive as more particularly set out in Schedule One. Such remuneration shall not be less than the National Minimum Wage and shall not exceed any maximum amount specified pursuant to the League Rules;
6.4 provide the Scholar each year with copies of all the Rules which affect the Scholar and the terms and conditions of the policy of insurance referred to in clause 5.3.3;
6.5 arrange promptly such medical and dental examinations and treatment as may be prescribed by the medical or dental advisors of the Club in respect of any injury to or illness of the Scholar and shall ensure that any such treatment for any football related injury is undertaken and completed without expense to the Scholar notwithstanding that this agreement expires after such treatment is prescribed;
6.6 comply with all relevant statutory provisions relating to industrial injury and any regulations made pursuant thereto; and
6.7 on or before the third Saturday in May in the final year of this agreement give written notice to the Scholar indicating whether or not upon the expiry of this agreement it intends offering to the Scholar a professional contract as a Contract Player and if so setting out the terms thereof, which offer shall
449
remain open and capable of acceptance by the Scholar for a period of one month from the date upon which the Club gave it to him.
7. Illness and Injury
7.1 Any injury to or illness of the Scholar shall be reported by him or on his behalf to the Club immediately and the Club shall keep a record of such illness or injury.
8. Permanent Incapacity
8.1 In the event that the Scholar shall be permanently incapacitated the Club shall be entitled to serve a notice upon the Scholar terminating this agreement.
8.2 The minimum length of such notice shall be three months.
8.3 The notice may be served at any time after:
8.3.1 the Scholar is declared to suffer from Permanent Total Disablement as defined in the League’s personal accident insurance scheme; or
8.3.2 an appropriately qualified independent medical consultant (the identity of whom shall be agreed between the Club and the Scholar, each acting reasonably, save that in the event that the parties are unable to agree, such individual as shall be appointed by the President or next available officer of the Royal College of Surgeons) certifies that the Scholar has suffered permanent incapacity.
9. Disciplinary Procedure
9.1 The Club shall operate the disciplinary procedure set out in Schedule Two hereto in relation to any allegation that there has been a breach of or failure to observe the terms of this agreement or the Rules.
10. Termination by the Club
10.1 The Club shall be entitled to terminate this agreement by fourteen days’ notice in writing to the Scholar if after due investigation and enquiry it is reasonably satisfied that he:
10.1.1 shall be guilty of Gross Misconduct; or
10.1.2 has failed to heed any final written warning given under the provisions of Schedule Two hereto; or
10.1.3 is convicted of any criminal offence where the punishment consists of an immediate custodial sentence of or exceeding three months.
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10.2 There shall be included in any such notice full particulars of the Club’s reasons for terminating the agreement and a copy of it shall be sent to the League, the FA and the PFA.
10.3 Within seven days of receiving a termination notice the Scholar by written notice served on the Club and the League may appeal against the decision of the Club to the League in accordance with the League Rules and the parties shall seek to ensure that such appeal shall be heard within a further 28 days.
10.4 If the Scholar exercises his right of appeal the termination of this agreement shall not become effective unless and until it shall have been determined that the Club was entitled to terminate the agreement pursuant to clause 10.1. Pending such determination the Club may suspend the Scholar.
10.5 Any such termination shall be subject to the rights of the parties provided for in the League Rules.
11. Grievance Procedure
11.1 In the event of any grievance in connection with his education under this agreement and/or its operation the following procedures shall be available to the Scholar in the order set out:
11.1.1 the grievance shall in the first instance be brought informally to the notice of such person as the Club identifies as the person dealing with grievances, failing which to any member of the Club’s youth management;
11.1.2 if the grievance is not settled to the Scholar’s satisfaction within 14 days thereafter formal notice of the grievance may be given in writing to the Secretary of the Club requiring it to be considered by the Board. The matter shall thereupon be dealt with by the Board at its next convenient meeting and in any event within four weeks of receipt of the notice;
11.1.3 if the grievance is not settled by the Club to the Scholar’s satisfaction the Scholar shall have a right of appeal to the League exercisable within seven days of receipt by the Scholar of written notice of the decision of the Board by notice in writing to the Club and the League and such appeal shall be determined in accordance with the League Rules.
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12. Termination by the Scholar
12.1 The Scholar shall be entitled to terminate this agreement by fourteen days’ notice in writing to the Club if the Club shall be guilty of serious or persistent breach of the terms and conditions of this agreement.
12.2 There shall be included in any such notice full particulars of the Scholar’s reasons for terminating the agreement and a copy of it shall be sent to the League, the FA and the PFA.
12.3 Within seven days of receiving a termination notice the Club by written notice served on the Scholar and the League may appeal against the termination and the appeal shall be determined in accordance with the League Rules and the parties shall seek to ensure that such appeal shall be heard within a further 28 days.
12.4 If the Club exercises its right of appeal the termination of this agreement shall not become effective unless and until it shall have been determined that the Scholar was entitled to terminate the agreement pursuant to clause 12.1.
12.5 Any such termination shall be subject to the rights of the parties provided for in the League Rules.
13. Cancellation of Registration
13.1 At any time during the currency of this agreement the Scholar without giving any reason therefore may apply to the Club for cancellation of his registration, whereupon the Club shall complete and sign a mutual cancellation notification in accordance with the League Rules whereupon this agreement shall terminate.
13.2 In consequence of such a termination, the Scholar shall not be permitted by the League to be registered as a Player until the expiry of two years from its effective date unless either:
13.2.1 the Club gives its written consent; or
13.2.2 the Club has received compensation for the training and development of the Scholar in accordance with the League Rules.
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14. Holidays
14.1 The Scholar shall be entitled to five weeks holiday a year, to be taken at a time or times as shall be determined by the Club.
15. Entire Agreement
15.1 This agreement constitutes the entire agreement between the Club and the Scholar and supersedes any and all preceding agreements between the Club and the Scholar.
16. Jurisdiction and Law
16.1 This agreement shall be governed by and construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English courts.
17. Privacy Notice
17.1 For the purposes of the Data Protection Act 2018 and the General Data Protection Regulation (“GDPR”) the Scholar acknowledges that the Club, the League, The FA, the PFA and any relevant training body are collecting, sharing and otherwise processing Personal Data which may include Special Categories of Personal Data (both as defined in the GDPR) about the Scholar including such data in this contract and using it for all relevant administrative and statistical purposes connected with the Scholar’s education and potential future in professional football and any other purpose as set out in their data protection notices and policies. The League’s, the PFA’s and The FA’s Player Privacy Notice will be provided to you directly during the registration process and/or will be available on their respective websites. The Club’s Data Protection Policy can be found in the Club’s employee handbook.
453
Scholarship Allowance
Supplemental Provisions and Employment Rights Act 1996
1. This Scholarship Agreement commences on and terminates on
2. The Scholar’s employment with the Club began on the date set out in paragraph 1 [replace the words in italics with the appropriate date if it began earlier].
3. No employment with a previous employer shall count as part of the Scholar’s continuous period of employment hereunder.
4. The Scholar’s hours of work are such as the Club may from time to time reasonably require of him to carry out his duties and the Scholar shall not be entitled to any additional remuneration for work done outside normal working hours.
5. The place of employment shall be at the Club’s ground and training ground but the Club shall be entitled to require the Scholar to play and to undertake his duties hereunder at any other place throughout the world.
6. The terms and conditions of this contract form part of a number of collective agreements between the Club (through the League) and the Scholar (through the PFA) affecting the Scholar’s employment.
7. No contracting out certificate pursuant to the Pensions Scheme Act 1993 is in force in respect of the Scholar’s employment under this contract.
8. There is no entitlement to pensions benefit in relation to the Scholar’s employment. However, the Club shall provide access to a designated stakeholder pension scheme as required by law. For the avoidance of doubt, the Club will not make any contributions to such stakeholder scheme.
9. The wage payable by virtue of Clause 6.3 of this agreement is calculated as follows and shall be paid monthly in arrears:-
£ per month from to
£ per month from to
If the agreement is extended pursuant to the exercise by the Club of the option set out in Clause 4.2, the rate of wage will be as follows:
£ per month from to
Any other provisions:
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Disciplinary Procedure and Penalties
1. Introduction
The disciplinary procedure aims to ensure that the Club behaves fairly in investigating and dealing with allegations of unacceptable conduct with a view to helping and encouraging all Scholars to achieve and maintain appropriate standards of conduct and performance. The Club nevertheless reserves the right to depart from the precise requirements of its disciplinary procedure where the Club considers it expedient to do so and where the Scholar’s resulting treatment is no less fair.
2. Records
All cases of disciplinary action under this procedure will be recorded and placed in the Club’s records until deleted in accordance with paragraph 4.2. A copy of the Club’s disciplinary records concerning the Scholar will be supplied to the Scholar at his request.
3. The Procedure
The following steps will be taken as appropriate in all cases of disciplinary action
3.1 Investigation
No action will be taken before a proper investigation has been undertaken by the Club into the matter complained of. If the Club determines the same to be appropriate the Club may by written notice suspend the Scholar for up to fourteen days while the investigation takes place. If the Scholar is so suspended this agreement will continue together with all the Scholar’s rights under it except that during the period of suspension the Scholar will not be entitled to access to any of the Club’s premises except at the prior request or with the prior consent of the Club and subject to such conditions as the Club may impose. The decision to suspend the Scholar will be notified in writing to the Scholar by the Club.
3.2 Disciplinary Hearing
3.2.1 If the Club decides to hold a disciplinary hearing about the matter complained of the Scholar will be given full details in writing of the complaint against him and reasonable notice of the date and time of the hearing. At the hearing the Scholar will be given an opportunity to state his case either personally, through his representative or the PFA.
455
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Disciplinary Procedure and Penalties
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PLYD Form 1
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3.2.2 Subject as provided in paragraph 3.2.3 no disciplinary penalty will be imposed without first giving the Scholar the opportunity to state his case.
3.2.3 A disciplinary hearing may proceed in the Scholar’s absence and a disciplinary penalty may be imposed if he fails to appear at such hearing after having received proper notice thereof.
3.3 Appeals
3.3.1 The Scholar shall have a right of appeal to the Board against any disciplinary decision. The Scholar should inform the Board in writing of his wish to appeal within seven days of the date of notification to him of the decision which forms the subject of such appeal. The Board will conduct an appeal hearing as soon as possible thereafter at which the Scholar will be given a further opportunity to state his case either personally or through his representative. The decision of the Board will be notified to the Scholar in writing within seven days and subject to paragraph 3.3.2 will be final and binding under this procedure.
3.3.2 In the event of any sanction being imposed or confirmed in excess of an oral warning the Scholar may by notice in writing served on the Club and the League within seven days of receipt by the Scholar of written notification of the decision of the Board appeal against it to the League and such appeal shall be determined in accordance with the League Rules.
3.3.3 If the Scholar exercises any right of appeal as aforesaid any sanction imposed by the Club upon the Scholar shall not take effect until the appeal has been determined and the sanction confirmed, varied or revoked as the case may be.
4. Disciplinary Penalties and Termination
4.1 At a disciplinary hearing or on an appeal to the Board against a disciplinary decision the Club may dismiss the allegation or if it is proved to the Club’s satisfaction may:
4.1.1 give an oral warning, a formal written warning or after a previous warning or warnings a final written warning to the Scholar;
4.1.2 impose a fine not exceeding the amount of 50% of his monthly salary;
456
4.1.3 order the Scholar not to attend at any of the Club’s premises for such period as the Club thinks fit not exceeding two weeks; or
4.1.4 where the circumstances set out in Clause 10.1 of this agreement apply, terminate this agreement.
4.2 Any warning or sanction given under this disciplinary procedure will be deleted in the Club’s records after twelve months.
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SIGNED by the Scholar
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in the presence of his Parent:
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[Signature]
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[Address]
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[Occupation]
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SIGNED by [insert name]
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for and on behalf of the Club in the presence of:
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[Signature]
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[Address]
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[Occupation]
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457
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Schedule Three
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PLYD Form 1
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Declaration by Scholar and Parents*
To be signed by the Scholar:
I, (full name) of (address) Post Code and (email address) certify that the Club has not made any approach to me or engaged in any communication with me or any person connected with me, either directly or indirectly, whilst I was registered with another club in membership of the Premier League or EFL (a “League Club”) save as permitted by the League Rules, nor have I approached or engaged in communication with the Club, either directly or indirectly, whilst registered with another League Club, nor has the Club induced or attempted to induce me to enter into the scholarship agreement dated (the “Scholarship Agreement”) by offering me or any person connected with me, either directly or indirectly, a benefit or payment of any description whether in cash or in kind, nor have I accepted any such inducement from anybody in connection with the Scholarship Agreement. I agree to be bound by the League Rules.
To be signed by the Parents*:
I, (full name) of (address) Post Code and (email address) being a person having parental responsibility for the above-named Academy Player, and
I, (full name) of (address) Post Code and (email address) being each a person having parental responsibility for the above-named Academy Player, and each certify that the above details are correct and that:
(a) the Club has not made any approach to or engaged in any communication with me, my son or any person connected with me or my son, either directly or indirectly, whilst my son was registered with another League Club, save as permitted by League Rules;
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(b) I have not approached or engaged in communication with the Club, either directly or indirectly, whilst my son was registered with another League Club, save as permitted by League Rules;
(c) the Club has not induced or attempted to induce me or anyone connected with me, either directly or indirectly, through any benefit or payment of any description whether in cash or in kind, to persuade or encourage my son to enter into the Scholarship Agreement; or
(d) so far as I am aware, the Club has not induced or attempted to induce my son or anyone connected with him, either directly or indirectly, through any benefit or payment of any description whether in cash or in kind, to enter into the Scholarship Agreement.
I acknowledge that the acceptance of any inducement referred to at points (c) and (d), above, and/or engaging in any approach or communication referred to at points (a) and (b), above, constitutes a breach of the League Rules by my son. I further acknowledge and agree that
(e) the League may request that I attend a meeting in person to answer questions relating to the Scholarship Agreement and the payment of any such inducement and/or the engagement in any such approach/communication and/or to produce relevant documents (including, for example, financial records and/or telecommunications records) within a reasonable deadline; and
(f) should I refuse or fail to comply with any request by the League in accordance with point (e), above, the League may refuse to register my son as a Scholar with the Club or suspend or cancel any such registration already in place and any tribunal appointed to consider an alleged breach of League Rules by my son will be entitled to draw an adverse inference against him in those proceedings.
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Signed (1)
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Signed (2)
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Date
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* A declaration in this form must be signed by every Parent (as defined) of the Academy Player
459
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Premier League
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PLYD Form 2
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Notification of Trialist’s Particulars (Youth Development Rule 235.2)
To: The Board
The Premier League
We hereby give notice that the Trialist whose particulars appear below is attending the Academy of Football Club: Surname Other name(s)
Address
Post Code
Parents’ email address
Travelling time from this address to the Academy #
Date of birth Place of birth Nationality
Countries for which eligible to play (if known)
Date of commencement of trial period
Date trial period is due to end §
Other clubs (if any) at whose Academy the Trialist has attended for a trial during the current Season
Other clubs (if any) at which the Trialist has been registered:
Club From To
Club From To
(Continue separately if more than three such Clubs)
Certificate by Player
I hereby certify that the above particulars are correct and consent to this application, and, where I am over the age of 16, I:
· further consent to the conduct of drug testing on me in accordance with The FA’s Memorandum on Drug Testing and to me receiving medication as instructed and any emergency dental, medical or surgical treatment, including anaesthetic or blood transfusion, as considered necessary by the medical authority present;
· acknowledge that for the purposes of the Data Protection Act 2018 and the General Data Protection Regulation (“GDPR”) the Football Association Premier League Limited shall be collecting, sharing and otherwise processing Personal Data which may include Special Categories of Personal Data (both as defined in the GDPR) about me including such data contained within this Form for the purpose of discharging its function as a regulatory, administrative and governing body of football and otherwise in accordance with the Premier League Player Privacy Notice available at www.premierleague.com/player-privacy-policy.
I further certify that I have provided to the Club giving this notice full written particulars of any medical condition from which I suffer and I undertake to inform the Club forthwith in writing if any such medical condition arises during the trial period. Finally, I confirm
460
that I have read and agree to be bound by and comply with the Rules of the Premier League and the Youth Development Rules (copies of which can be found on the Premier League website — www.premierleague.com).
Endorsement by Parent+
I, (full name) of (address) Post Code being the Parent (as defined in Premier League Rule A.1.131.) of the above-named Trialist, hereby certify that the above particulars are correct and consent to this application, to the conduct of drug testing on him in accordance with The FA’s Memorandum on Drug Testing and to his receiving medication as instructed and any emergency dental, medical or surgical treatment, including anaesthetic or blood transfusion, as considered necessary by the medical authorities present. I further acknowledge that for the purposes of the Data Protection Act 2018 and the GDPR the Premier League shall be collecting, sharing and otherwise processing Personal Data which may include Special Categories of Personal Data (both as defined in the GDPR) about the Player including such data contained within this Form for the purpose of discharging its function as a regulatory, administrative and governing body of football and otherwise in accordance with the Premier League Player Privacy Notice. I further certify that I have provided to the above-named Club full written particulars of any medical condition from which the above-named Trialist suffers and I undertake to inform the Club forthwith in writing if any such medical condition arises during the trial period.
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Signed by the Parent
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Date
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Countersigned by the Trialist
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Date
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Signed on behalf of the Club
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Position
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Date
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# to be completed if the Trialist is in age groups Under 9 to Under 13 inclusive (subject to the exception set out in the Youth Development Rules)
§ not more than eight consecutive weeks from the date of commencement
+ to be completed if the Trialist is a minor
461
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Premier League
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PLYD Form 3
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Notice of Ending of Trial Period (Youth Development Rule 244)
To: The Board
The Premier League
We hereby give notice that the trial period of [name of Trialist] who has been attending the Academy of Football Club on trial ended on [date]
462
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Premier League
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PLYD Form 4
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Pre-Registration Agreement (Youth Development Rule 248)
(1) Football Club of (“the Club”)
(2) of (“the player”)
whose date of birth is
Place of birth Nationality
Countries for which eligible to play (if known)
Undertakings by the Club
Pursuant to Rule 248 of the Premier League Youth Development Rules (“the Rules”), the Club hereby undertakes that:
1. upon the player reaching the statutory school leaving age applicable in England/ ceasing Full Time Education* it will apply to register the player as an Academy Player at its Academy and having acquired the registration will enter into a Scholarship Agreement with the player in the form annexed to the Rules; and
2. upon the player’s Coaching Curriculum (of which a copy is annexed hereto) or any variation of it being approved under the provisions of Rule 250 of the Rules, to coach the player in accordance therewith until the said Scholarship Agreement is entered into.
Undertakings by the Player
The player hereby undertakes that:
1. he is not registered with nor during the currency of this agreement will he consent to becoming registered with any Premier League or Football League club other than the Club; and
2. upon his Coaching Curriculum or any variation of it being approved as aforesaid, he will participate in the same to the very best of his ability.
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I acknowledge further to the Data Protection Act 2018 and the General Data Protection Regulation (“GDPR”) that the Football Association Premier League Limited shall be collecting, sharing and otherwise processing Personal Data which may include Special Categories of Personal Data (both as defined in the GDPR) about me including such data in this Pre-Registration Agreement and in the annexed player’s Coaching Curriculum for the purpose of discharging its functions as a regulatory and governing body of football and otherwise in accordance with the Premier League Player Privacy Notice available at www.premierleague.com/player-privacy-policy.
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Signed on behalf of the Club
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Position
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Signed on behalf of the player
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Signed by his Parent
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*delete as appropriate
Certificate
I certify that the Coaching Curriculum annexed to the Pre-Registration Agreement of which this is a copy has been approved/not approved* by the Board.
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Signed
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For and behalf of the Board of the Premier League
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Date
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464
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Premier League
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PLYD Form 5
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Academy Player Registration Application (Youth Development Rule 257)
Academy Player’s Particulars
Surname Other name(s)
Address
Post code
Parent’s email address:
Travelling time from the above address to the principal venues§
Date of birth Place of birth
Nationality†
Countries for which eligible to play (if known)
Other clubs (if any) at which the Academy Player has been registered:
Club From To
Club From To
School
Training Model on which the Academy Player is to be engaged:
+
Length of registration: year(s) [complete as appropriate]
Last day of registration: 20
[Note : Youth Development Rules 271 to 276 set out the circumstances in which an Academy Player’s registration can be terminated earlier than the date set out above, and the consequences of early termination. Further guideance can be obtained from the Premier League or from the PFA Independent Registration Advisory Service, both of whose contact details are set out in the Charter for Academy Players and Parents which the Premier League will send to the Academy Player’s parent when it receives this form. ]
465
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Academy Player Registration Application
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PLYD Form 5
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Application to Register
We, Football Club (“the Club”), apply for the Academy Player to be registered at our Academy for the period set out above.
We certify that we have not, either directly or indirectly, made an improper approach to him nor have we induced or attempted to induce him to become registered as an Academy Player with the Club by offering him, or any person connected with him, a benefit or payment of any description whether in cash or in kind.
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Signed
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Authorised Signatory
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Date
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Endorsement by Academy Player
I consent to the above application and for the purposes of the Data Protection Act 2018 and the General Data Protection Regulation (“GDPR”) acknowledge that The Football Association Premier League Limited shall be collecting, sharing and otherwise processing Personal Data which may include Special Categories of Personal Data (both as defined in the GDPR) about me including such data in this Registration Application for the purpose of discharging its functions as a regulatory and governing body of football and otherwise in accordance with the Premier League Player Privacy Notice available at www.premierleague.com/player-privacy-policy. I certify that the above particulars are correct. I further certify that the Club has not made an approach to me or engaged in any communication with me or any person connected with me, save as permitted by League Rules, nor have I approached or engaged in any communication with the Club, either directly or indirectly, whilst registered with another club in membership of the Premier League or EFL (a “League Club”), nor has the Club induced or attempted to induce me to become registered with it by offering me or any person connected with me, either directly or indirectly, a benefit or payment of any description whether in cash or in kind, nor have I accepted any such inducement from anybody in connection with my registration at the Club. I agree to be bound by the Rules of the Premier League.
466
Endorsement by Parents*
I, (full name) of (address) Post Code (and of the above email address)
I, (full name) of (address) Post Code (and of the above email address) being each a person having parental responsibility for the above-named Academy Player, and each certify that the above details are correct and consent to:
(a) this application;
(b) the conduct of drug testing on the Academy Player in accordance with the Football Association’s Anti-Doping Regulations;
(c) his receiving medication as instructed and any emergency dental, medical or surgical treatment, including anaesthetic or blood transfusion, as considered necessary by the medical authorities present;
(d) the Club having access to the Academy Player’s school reports and educational attainment data (including Key Stage 2 and Key Stage 4 outcomes obtained from the Department for Education);
Furthermore, I certify that:
(e) the Club has not made any approach to or engaged in any communication with me, my son or any person connected with me or my son, either directly or indirectly, whilst my son was registered with another League Club, save as permitted by the League Rules;
(f) I have not approached or engaged in communication with the Club, either directly or indirectly, whilst my son was registered with another League Club, save as permitted by the League Rules;
(g) the Club has not induced or attempted to induce me or anyone connected with me, either directly or indirectly, through any benefit or payment of any description whether in cash or in kind, to register my son as an Academy Player with the Club or to encourage or facilitate that registration; or
(h) so far as I am aware, the Club has not induced or attempted to induce my son or anyone connected with him, either directly or indirectly, through any benefit or
467
payment of any description whether in cash or in kind, to register with the Club as an Academy Player.
I acknowledge that the acceptance of any inducement referred to at points (g) and (h), above, and/or engaging in any approach or communication referred to at points (e) and (f), above, constitutes a breach of the Youth Development Rules by my son.
I further acknowledge and agree that:
(i) the Premier League may request that I attend a meeting in person to answer questions relating to my son’s proposed registration and the payment of any such inducement and/or the engagement in any such approach/communication and/or to produce relevant documents (including, for example, financial records and/or telecommunications records) within a reasonable deadline; and
(j) should I refuse or fail to comply with any request by the Premier League in accordance with point (i), above, the Premier League may refuse to register my son as an Academy Player with the Club or (suspend or cancel any such registration already in place) and any Commission appointed to consider an alleged breach of Youth Development Rule 299.3 by my son, in accordance with Section W (Disciplinary) of the Premier League Rules, will be entitled to draw an adverse inference against him in those proceedings.
§ to be completed if the Academy Player is in age groups Under 9 to Under 16 inclusive and time restrictions apply to the Club’s registration of Academy Players (see Youth Development Rule 230).
† if the Academy Player last played for a club affiliated to a national association other than the Football Association, unless the Academy Player is aged under 10 years, this Form must be accompanied by written confirmation from the Football Association that an international registration transfer certificate has been issued in respect of the Academy Player.
* to be completed if the Academy Player is a minor. In such case, a declaration in this form must be signed by every Parent (as defined in the Premier League Rules) of the Academy Player
+ Complete PLYD Form 5A if the Academy Player is to be registered on the Full Time Training Model or PLYD Form 5B if the Academy Player is to be registered on the Hybrid Training Model.
468
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Premier League
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PLYD Form 5A
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Full Time Training Model (Youth Development Rule 187)
Academy Player’s Particulars
Surname Other name(s) Address Post Code Date of birth Place of birth
Application to Register the Academy Player on the Full Time Training Model
1. We, Football Club, apply to register the above-named Academy Player on the Full Time Training Model until 20 , being the last Friday in June in the academic year in which he reaches the age of 16.
2. The residence arrangements for the Academy Player will be as follows (please provide details of his proposed home address and confirm whether this is his home address or whether it is proposed that he resides with a host family, at onsite Club accommodation or at a boarding school):
3. We undertake to:
3.1 ensure the Academy Player’s coaching and education are scheduled in accordance with the requirements of the Full Time Training Model as set out in the Youth Development Rules;
3.2 provide the Academy Player with education until the date set out in paragraph 1 (even if the Academy Player’s registration is terminated by us or his training is switched to a different Training Model) as follows (being either one of the four options set out in the guidance to Youth Development Rule 188 or another model which has been approved by the League):
3.3 ensure that the Academy Player has the opportunity to engage in community and citizenship activities as set out in Youth Development Rule 191; and
3.4 advise the Academy Player’s Parent(s), school and the League immediately if the Club changes or proposes to change any of the above arrangements.
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Signed
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Date
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Authorised Signatory
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469
Consent by Academy Player
I acknowledge further to the Data Protection Act 2018 and the General Data Protection Regulation (“GDPR”) that the Football Association Premier League Limited shall be collecting, sharing and otherwise processing Personal Data which may include Special Categories of Personal Data (both as defined in the GDPR) about me including such data in this Registration Form for the purpose of discharging its functions as a regulatory and governing body of football and otherwise in accordance with the Premier League Player Privacy Notice available at www.premierleague.com/player-privacy-policy.
Consent by Parent to be completed if the Academy Player is a minor
I, (full name) of (address) Post Code and email address being the person having parental responsibility for the above-named Academy Player, hereby certify that the above particulars are correct and consent to this application, to the access of Key Stage 2 and Key Stage 4 outcomes obtained from the Department for Education, to the conduct of drug testing on him in accordance with the Football Association’s Anti-Doping Regulations and to his receiving medication as instructed and any emergency dental, medical or surgical treatment, including anaesthetic or blood transfusion, as considered necessary by the medical authorities present.
470
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Premier League
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PLYD Form 5B
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Hybrid Training Model (Youth Development Rule 187)
Academy Player’s Particulars
Surname Other name(s)
Address.
Post Code
Date of birth Place of birth
Application to Register the Academy Player on the Hybrid Training Model
1. We, Football Club, apply to register the above-named Academy Player on the Hybrid Training Model until 20
2. We undertake to:
2.1 ensure the Academy Player’s coaching and education are scheduled in accordance with the requirements of the Hybrid Training Model as set out in the Youth Development Rules and in accordance with the written agreement with his school and Parent entered into pursuant to Rule 181.5, a copy of which is annexed hereto;
2.2 ensure that the Academy Player has the opportunity to engage in community and citizenship activities as set out in Youth Development Rule 191; and
2.3 advise the Academy Player’s Parent(s), school and the League immediately if the Club changes or proposes to change any of the above arrangements.
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Signed
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Authorised Signatory
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Date
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471
Consent by Academy Player
I acknowledge further to the Data Protection Act 2018 and the General Data Protection Regulation (“GDPR”) that the Football Association Premier League Limited shall be collecting, sharing and otherwise processing Personal Data which may include Special Categories of Personal Data (both as defined in the GDPR) about me including such data in this Registration Form for the purpose of discharging its functions as a regulatory and governing body of football and otherwise in accordance with the Premier League Player Privacy Notice available at www.premierleague.com/player-privacy-policy.
Consent by Parent to be completed if the Academy Player is a minor
I, (full name) of (address) Post Code and email address (and of the above email address) being the person having parental responsibility for the above-named Academy Player, hereby certify that the above particulars are correct and consent to this application, to the access of Key Stage 2 and Key Stage 4 outcomes obtained from the Department for Education, to the conduct of drug testing on him in accordance with the Football Association’s Anti-Doping Regulations and to his receiving medication as instructed and any emergency dental, medical or surgical treatment, including anaesthetic or blood transfusion, as considered necessary by the medical authorities present.
472
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Premier League
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PLYD Form 6
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Academy Ethnicity Monitoring Questionnaire
(Youth Development Rule 258)
USE OF INFORMATION
Completion of this questionnaire is voluntary. If you provide the information it will be used as set out below and will not be used for selection or any other purposes.
The information provided on this ethnicity questionnaire will be recorded on a computer system shared by the Football Association Premier League Limited (“Premier League”) (and The Football League Limited should the Player ever compete in the Football League) against the Academy Player’s record and will be used:
· to help the Premier League gain insight as to who is playing the game at this level
· to help ensure compliance with the Premier League’s Inclusion and Anti-Discrimination Policy (a copy of which is in Appendix 2 of the Premier League’s Rules)
· to compile aggregate statistics and reports
· on a club by club basis which we may wish to share with the relevant club only and The Football Association Limited
· on a league basis which we may wish to publish for public interest and to share with other bodies that have a legitimate interest in equal opportunities such as the Professional Footballers Association and the Equality and Human Rights Commission
What is your ethnic group?
(Choose ONE section from A to E, then tick the appropriate box to indicate your cultural background)
A White
o British
o English
o Scottish
o Welsh
o Irish
o Gypsy or Irish Traveller
o Any other White Background, please write in
B Mixed
o White and Black Caribbean
o White and Black African
o White and Asian
o Any other Mixed Background, please write in
C Asian or Asian British
o Indian
o British-Indian
o Pakistani
o British-Pakistani
o Bangladeshi
o British-Bangladeshi
o Chinese
o British-Chinese
o Any other Asian background, please write in
D Black or Black British
o Caribbean
o British-Caribbean
o African
o British-African
o Any other Black background, please write in
E Other Background
o Arab
o Other
o Prefer not to say
F Undeclared
o Prefer not to disclose my ethnic origin
Name of Academy Player
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Signed
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Date
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(Parent / Guardian to sign if Academy Player is a minor)
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473
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Premier League
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PLYD Form 7
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List of Academy Players (Youth Development Rule 266)
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To:
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The Board
The Premier League
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The registrations of the following Academy Players (other than those who have signed a Scholarship Agreement) are held by Football Club as at the third Saturday in May (year)
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Full Name
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Current Age Group
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Category
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[Note : The categories of Academy Players are :
1. Academy Players whose registration has been retained (indicate “1F” if on Full Time Training Model).
2. Academy Players whose registration it is intended to retain (indicate “2F” if on Full Time Training Model).
3. Academy Players whose registration it is intended to terminate.
474
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Premier League
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PLYD Form 8
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Retention/Termination Notification (Youth Development Rules 267.1)
For Academy Players entering into age groups under 10, under 11 and under 12
To: [name and address of Academy Player]
We, Football Club, hereby give you notice that it is our intention to retain/terminate* your registration with effect from the first Saturday in June.
* delete as appropriate. If the registration is retained, it is for a period of 1 year pursuant to Rule 253 (subject to Rule 254).
475
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Premier League
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PLYD Form 9
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Retention/Termination Notification (Youth Development Rule 267.2)
For Academy Players entering into age groups under 13 and under 15
To: [name and address of Academy Player]
We, Football Club, hereby give you notice that it is our intention to retain/terminate* your registration with effect from the first Saturday in June. [Your registration will be retained on the Full Time Training Model+.]
* delete as appropriate. If the registration is retained, it is for a period of two years pursuant to Youth Development Rule 253 (subject to Rule 254).
+ delete if inapplicable
476
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Premier League
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PLYD Form 10
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Academy Player’s Registration: Mutual Cancellation Notification
(Youth Development Rule 271.2)
To: The Board
The Premier League
The registration of [name of Academy Player] held by Football Club has today been cancelled by mutual agreement. Unless otherwise set out below the Club will retain rights to compensation in respect of the Academy Player pursuant to the Premier League Youth Development Rules and the FIFA Regulations for the Status and Transfer of Player, which (under the Youth Development Rules) includes a right to receive an initial fee of £ , together with additional contingent fees as set out in Youth Development Rule 333, in the event that the Academy Player subsequently registers with another Premier League or Football League club.
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Signed by the Academy Player
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Date
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Signed by the Parent*
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Date
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Signed on behalf of the Club
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Position
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Date
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* if the Academy Player is aged under 18 years
477
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Premier League
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PLYD Form 11
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Scholarship Offer (Youth Development Rule 281)
To : [name and address of Academy Player]
Other clubs (if any) at which the Academy Player has been registered:
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Club
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From
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To
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Club
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From
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To
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We, Football Club, hereby offer to enter into a Scholarship Agreement with you upon your reaching the statutory school leaving age applicable in England.
The Scholarship Agreement will be in PLYD Form 1.
478
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Premier League
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PLYD Form 12
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Response to Scholarship Offer (Youth Development Rule 282)
To: Football Club (“the Club”). I, [name of Academy Player] hereby accept/refuse* your offer in PLYD Form 11 dated
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Signed by the Academy Player
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Signed by his Parent
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* delete as appropriate
Where the offer in PLYD Form 11 has been accepted by the Academy Player, the following declarations must also be signed:
Endorsement by Academy Player
I certify that the Club has not made an approach to me or engaged in any communication with me or any person connected with me, save as permitted by League Rules, nor have I approached or engaged in any communication with the Club, either directly or indirectly, whilst registered with another club in membership of the Premier League or EFL (a “League Club”), nor has the Club induced or attempted to induce me to accept its offer in PLYD Form 11 by offering me or any person connected with me, either directly or indirectly, a benefit or payment of any description whether in cash or in kind, nor have I accepted any such inducement from anybody in connection with my acceptance of the offer. I agree to be bound by the Rules of the Premier League.
To be signed by the Parents*:
I, (full name) of (address) Post Code and (email address) , and
I, (full name) of (address) Post Code and (email address) being a person having parental responsibility for the above-named Scholar, certify that:
479
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Response to Scholarship Offer
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PLYD Form 12
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(a) the Club has not made any approach to or engaged in any communication with me, my son or any person connected with me or my son, either directly or indirectly, whilst my son was registered with another League Club, save as permitted by the League Rules;
(b) I have not approached or engaged in communication with the Club, either directly or indirectly, whilst my son was registered with another League Club, save as permitted by the League Rules;
(c) the Club has not induced or attempted to induce me or anyone connected with me, either directly or indirectly, through any benefit or payment of any description whether in cash or in kind, to persuade or encourage my son to facilitate the acceptance of this PLYD Form 12; or
(d) so far as I am aware, the Club has not induced or attempted to induce my son or anyone connected with him, either directly or indirectly, through any benefit or payment of any description whether in cash or in kind, to accept that offer.
I acknowledge that the acceptance of any inducement referred to at points (c) and (d), above, and/or engaging in any approach or communication referred to at points (a) and (b), above, constitutes a breach of the League Rules by my son. I further acknowledge and agree that
(e) the League may request that I attend a meeting in person to answer questions relating to the Scholarship Agreement and the payment of any such inducement and/or the engagement in any such approach/communication and/or to produce relevant documents (including, for example, financial records and/or telecommunications records) within a reasonable deadline; and
(f) should I refuse or fail to comply with any request by the League in accordance with point (e), above, the League may refuse to register my son as a Scholar with the Club (or suspend or cancel any such registration already in place) and any tribunal appointed to consider an alleged breach of League Rules by my son will be entitled to draw an adverse inference against him in those proceedings.
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Signed (1)
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Date
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Signed (2)
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* A declaration in this form must be signed by every Parent (as defined) of the Academy Player
480
Appendices to the Rules
Appendix 1
Schedule of Offences
(Rule F.1.5.3)
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Offence
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Contrary to
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Dishonestly receiving a programme broadcast from within the UK with intent to avoid payment
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Copyright, Designs and Patents Act 1988 s.297
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Admitting spectators to watch a football match at unlicensed premises
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Football Spectators Act 1989, s.9
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Persons subject to a banning order (as defined)
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Football Spectators Act 1989 Schedule 1
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Ticket touting - football tickets
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Criminal Justice and Public Order Act 1994 s.166
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483
Appendix 2
Inclusion and Anti-Discrimination Policy
(Rule J.4)
1. The Premier League and Clubs, to achieve their commitment to inclusion and to removing discrimination, whether by reason of age, race, religion or belief, sexual orientation, disability, diversity, gender reassignment or sex, will act as follows:
· be an equal opportunities employer;
· encourage and promote similar commitment from every other organisation or individual acting within the game;
· not tolerate discriminatory behaviour, whether physical or verbal, and take appropriate disciplinary or other action; and
· support training and awareness raising activities.
2. Each Club shall:
· hold the Preliminary Level of the Equality Standard by 30 June 2016 for Clubs in Membership in Season 2015/16 or 31 December in the Season following its promotion from The Football League for any other club; and
· hold the Advanced Level of the Equality Standard by the end of 31 December in the Season two years after the obtaining of the Preliminary Level.
“Equality Standard” is the award and relevant criteria and standards agreed by Clubs from time to time and as published by the Board.
484
Appendix 3
Camera Positions
(Rule K.60)
Each Club shall provide at each League Match played at its Stadium positions for television cameras in accordance with the requirements of this Appendix 3, and each such position shall be Hardwired.
1. Pursuant to Rule K.60, and subject to paragraph 2 below, Clubs must provide Hardwired camera positions in the locations shown on:
1.1 Plan A in respect of League Matches to be broadcast live in the United Kingdom; and
1.2 Plan B in respect of all other League Matches.
2. In each case, the key to the relevant Plan explains the type of camera required and provides further detail.
3. The Stadium lay-out shown in Plans A and B is indicative only. It is not intended to be an exact representation of a Stadium; rather it is intended to show:
3.1 where cameras should be placed in relation to the pitch; and
3.2 the relative height above the pitch of each camera.
4. The League will work with each Club to identify and agree the location of each camera illustrated on the Plans at the Club’s Stadium. This will then be recorded on the Club’s agreed Technical Specification.
CAMERA PLANS: KEY
Numbers in brackets refer to the designated Camera Number.
All camera positions must provide a full and clear view of the whole pitch.
All camera positions are manned, with the exception of camera 13 and cameras 16-21, which are remotely operated cameras.
Main Camera (1)
· Positioned on television gantry exactly on the halfway line facing away from the sun
· Ideal angle is 12-14 degrees from the gantry to the centre spot and 22-24 degrees from the gantry to the near-side touchline
· This camera will be used to provide the main wide-shot coverage of the game
485
Close-Up Camera (2)
· Positioned on television gantry. Normally located next to the camera 1, it is used to provide closer coverage of the action and player/referee close-ups
· A large lens must be used
Pitch-Side Halfway Camera (3)
· A fixed camera on the half-way line at pitch level on the same side as camera 1
· The position should enable an unobstructed view of the field of play and substitutes’ benches for the fourth Official, and a clear view of the pitch for the Club representatives
· A large lens must be used
Close-Up Camera (4)
· Positioned on television gantry. Normally located next to cameras 1 and 2, it is used to provide closer coverage of the action and player/referee close-ups
· A large lens must be used
Steadicams (5 and 6)
· Up to two hand held portable “steadicams”, each positioned either side of the half-way line on the same side as main camera may work the length of each half but concentrating on a zone extending between the goal-line and 18 yard line
· The cameras should not cause any viewing obstructions to the trainers’ benches and sufficient space must be allowed for Players to warm up
· Host Broadcasters are permitted to use their “steadicams” on the pitch during the pre-match warm up for a short period of time, up until 30 seconds before kick-off and after the final whistle
· Positions and timings to be agreed with each Club at the start of each season
18 Yard Cameras (7 and 8)
· Two cameras installed on the same side as camera 1 at the same level or higher than the main camera positions, facing each of the 18 yard lines. Often used to cover play in a wide angle, but also used for close up coverage
· Large lenses may be used
· (Cameras 5 & 6 on the UK Non-Live Camera Plan)
High-Behind Goal Camera (9 and 10)
· Two cameras installed in the stands behind either goal, at a height which permits an unobstructed view of the penalty spot from above the crossbar. Both
486
cameras need to be able to see the far side goal in its entirety and all four corner flags. Large lenses may be used
· (Camera 8 on the UK Non-Live Camera Plan, and only one of the two shown will be used)
Low-Behind Goal Cameras (11 and 12)
· Two cameras, one at each end, at pitch level in fixed positions behind each goal-line, on the side closest to camera 1. Ideally aligned where the six yard line meets the goal-line
· (Camera 7 on the UK Non-Live Camera Plan)
Beauty-Shot Camera (13)
· A fixed camera mounted high in the stadium to give a panoramic static shot of the pitch
· This camera is remotely operated
· (Camera 10 on the UK Non-Live Camera Plan)
Reverse Angle Camera (14 and 15)
· Two cameras located opposite camera 1 for “reverse-angle” coverage and usually for coverage of the trainers’ benches
· On or close to the centre line
· One of these cameras covers close up shots of the Managers, therefore if your gantry is opposite the trainers’ benches, camera 14 should be included as part of the TV gantry requirement
· Large lenses may be used
· (Camera 9 on the UK Non-Live Camera Plan)
Pole Cameras (16 and 17)
· A camera on a pole mount may be used behind goals in front of the advertising boards. They will be rigged at full height, up to the top of the goals. These cameras may be static or mounted on a jib arm. Where a jib style pole cam is in use, Broadcasters will lower the jib arm as low as possible if play is at the opposite end of the pitch
Goal-Line Cameras (18 and 19)
· Two cameras located on the same side as the main camera, level with the goal-line and with an unobstructed view of the whole goal and the goal-line inside the penalty area
487
Mini-Cameras (20 and 21)
· Mini-cameras may be placed directly behind the goal net but cannot be attached to the net or the actual posts and crossbar. It can be as close to the net as desired as long as it does not touch the net. A mini-camera may therefore be attached to the poles which support the net or the cable connecting the back of the net to the vertical stanchions directly behind the goal
Corner Cameras (22, 23, 24 and 25)
· Options for cameras to be placed in all four corners approximately five metres above the pitch
· Large lenses may be used
· (Camera 9 on the UK Non-Live Camera Plan)
Electronic Newsgathering (ENG) Cameras (26, 27, 28 and 29)
· Four portable ENG cameras at pitch level, behind each goal-line
· These cameras must be positioned outside (nearer the touchline) the cabled Host Broadcaster cameras and would be required to be fixed during each half
· There may be a requirement for these cameras to change ends at half-time
Hi Motion or Big Lens Close Up Cameras (30 and 31)
· Up to four big lens cameras, at pitch level, between the six yard and 18 yard line
ISO and Analysis Cameras (32 and 33)
· Two cameras positioned on the television gantry. If space is not available on the main gantry then suitable positions must be made available near to, and at a similar level to, the main gantry and not more than 20 metres from the half-way line
· Large lenses may be used
488
PlanA UK Liv& Came-ra Plan " • " " ,_,_ '*
Appendix 3 Plan B UK Non-Live Camera Plan 490 Appendices to the Rules
Appendix 4
Medical Examinations and Information to be Conducted / Collected Annually on all Contract Players and Academy Players Registered on Scholarship Agreements
(Rule O.22)
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Requirement
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Mandatory or
Recommended
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Comment
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Personal details
Name
Date of birth
Details of next of kin or guardian
Home address
Name and address of GP
Faith or religion
Languages spoken and understood
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Mandatory
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Necessary minimum dataset required in emergencies
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Medical history
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Medical history and examination
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Mandatory
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To include family history and personal medical history
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Allergies
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Mandatory
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Asthma or other potentially life threatening conditions
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Mandatory
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Medications and supplements being taken by the Player
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Mandatory
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Current therapeutic use exemptions held by the Player
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Mandatory
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Testing
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Concussion history and baseline testing:
· conduct SCAT and computerised neurocognitive baseline test at recruitment
· Repeat at intervals no greater than two years
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Mandatory
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These examinations should comply with the requirements set out in guidelines published by The FA
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Cardiac testing:
· a physical examination, cardiac history and standard 12-lead ECG and echocardiography must be performed on all Player on signing their first professional contract;
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Mandatory
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These examinations to comply with The FA and PFA Complete Standard Operating Procedures for Cardiac Screening Scholarship Programme
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491
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· physical examination, cardiac history and standard 12-lead ECG should be conducted when the Player is aged 18 and again when he is aged 20; and
· in addition, any further cardiac investigations or follow-up should be performed, as advised by expert opinion.
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Blood and urine testing:
· annual full blood count, liver and kidney function and a urine dip-test for blood, sugar, and protein; and
· a single test, where appropriate, for haemoglobinopathies.
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Mandatory
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Doctors may see fit to conduct other investigations
These stipulated tests are considered the minimum necessary for players on a professional contract
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Immunisation
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Immunisation history and status
Hepatitis B carrier/immune status to be checked and immunisation offered to all.
Meningitis ACWY immunisation
Other immunisations and medicines necessary for foreign travel
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Mandatory
Mandatory
Mandatory
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See FA guidelines on blood borne viruses
Now administered by GPs to scholars
To reflect work related travel plans for the age-group
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Collection of the above information is considered necessary for the safety of the Player to ensure that medical emergencies can be managed appropriately. For tournaments and foreign trips, it is recommended that the responsible clinician has access to these details in case of emergency.
Beyond this, no further tests are mandated. However, it is recognised that Clubs will collect more personal information and may justify and undertake more tests; in particular, those Clubs competing in UEFA competitions will be subject to additional obligations under UEFA’s rules.
492
Appendix4A Pocket Conrussion Recognition Tool (Rule 0.20) Pocket CONCUSSION RECOGNITION TOOL™ To help identify concussion in children, youth and adults EI RECOGNIZE & REMOVE Concussion should be suspected if one or more of the following visible clues. si gns,symptoms or errors in memory questions are present. 1. Visi ble clues of suspected concussion Any one or more of the following visual clues can indicate a possible concussion: loss of consciousness or responsiveness lying motionless on ground/Slow to get up Unsteady on feet I Balance problems or f alling over /Incoordination Grabbing/Clutching of head Dazed, blank or vacant look Confused/Not aware of plays or events 2. Signs and symptoms of suspected concussion Presence of any one or more of the following signs & symptoms may suggest a concussion: - oss o·f consciousness - Seizure or convulsion - Balance problems - Nausea or vomiting - Drowsiness - More emotional - Irritability - Sadness - Fati gue or low energy - Nervous or anxious - ··Don't feelright'" - Difficulty remembering e 2013Con<ussion in Sport G roup - Headache - Dizziness - Confusion - Feeling slowed down - '"Pressure in head'" - Blurred vision - Sensitivity to light - Amnesia - Feeling like '"in a fog'" - Neck Pain - Sensitivity to noi se - Difficulty concentrating 493
Appendix 4A 494 Appendices to the Rules
Appendix 5
Code of Conduct for Managers
(Rule P.1)
1. A Manager shall strictly observe the terms of his contract with his Club and shall not (either by himself or through any third party) enter into negotiations with another Club (or club) relating to his employment without having first obtained the permission of his Club to do so.
2. A Manager shall not, either directly or indirectly (including by making any statement to the media):
2.1 make an approach to a Contract Player with a view to the Manager’s Club negotiating a contract with such Player except as permitted by either Rule T.1 or Rule T.2;
2.2 make an approach to an Academy Player registered at the Academy of another Club (or club) or a player with whom another Club (or club) has entered into a pre-registration agreement which remains current; or
2.3 make an approach to any other employee of another Club (or club) with a view to inducing or attempting to induce such employee to terminate a contract of employment with that Club (or club), whether or not by breach of that contract, except with the written consent of the Club (or club) by which he is employed.
3. A Manager shall comply with the Laws of the Game, the Rules and Regulations of The Football Association (including, without limitation, The Football Association Regulations on Working with Intermediaries), the Rules of the Premier League, the rules of any competition in which his Club participates and his Club Rules (collectively “the Rules”) and he shall not encourage or invite any person (including Players and other employees of his Club) to act in breach of the same but shall take all possible steps to ensure that they comply with them.
4. A Manager shall use his best endeavours to ensure that there is in force at his Club a fair and effective disciplinary policy applicable to Players and other employees under his control and that it is applied consistently.
5. A Manager shall not use racist or other discriminatory language. A Manager’s behaviour should demonstrate to Players and other employees under his control that discrimination in any form is unacceptable. A Manager shall use all possible steps to ensure that others in his control adopt the same standards of behaviour in this regard.
495
6. A Manager shall take all reasonable steps to ensure that Players and other employees under his control accept and observe the authority and decisions of Match Officials and to promote the highest standards on the field of play generally.
7. A Manager shall not make public any unfair criticism of any Match Official or any other Manager or any Player, Official or employee of his or another Club.
8. A Manager shall ensure that he understands and acts in accordance with his Club’s written transfer policy (see Rule H.4).
9. In all discussions, negotiations, transactions and arrangements relating to the employment of Players by his Club (“Player Transactions”) including, without limitation, the renewal or renegotiation of existing contracts or any related contracts or arrangements involving his Club and a Player and/or third party (for example, involving his Club’s or a Player’s intellectual property rights, including the exploitation of name or image), a Manager shall, in addition to his duty to act in accordance with the club’s written transfer policy, act with the utmost good faith and in accordance with his primary duty to act in the best interests of his Club.
10. A Manager shall at all times observe the principles of honesty, transparency, accountability and personal impartiality (whether financial or otherwise) in his dealings involving Player Transactions.
11. A Manager shall forthwith disclose to his Club the nature and extent of any direct or indirect interest or any conflict or potential conflict of interest he may have in any transaction or arrangement involving his Club (including, without limitation, any Player Transaction), he shall not be involved in the same without the written consent of his Club, and, if such consent is granted, he shall account to his Club for any benefit which either directly or indirectly he derives therefrom.
12. If a Manager is in any doubt as to whether there exists any interest or conflict (actual or potential) to be disclosed as required by paragraph 11 above, he may consult with the League Managers Association for guidance and advice.
13. Upon becoming aware of any breach of the Rules, including by way of example only, any financial or other benefit or inducement offered in connection with a Player Transaction in breach of the Rules, a Manager shall immediately report such breach in writing to the League.
496
14. A Manager shall conduct himself at all times in an ethical and professional manner and shall observe the highest standards of integrity and fair dealing.
15. A Manager shall take all possible steps to promote the reputation of the game of association football and to prevent it being brought into disrepute.
497
Appendix 6
Code of Conduct for Clubs
(Rule P.2)
1. In all discussions, negotiations and transactions relating to the employment of Managers, each Club shall behave towards each other Club with the utmost good faith.
2. A Club shall not (either directly or through any third party) enter into negotiations relating to the employment of another Club’s Manager without the prior permission of that Club.
3. A Club shall not take any steps (including the making of statements to the media) to induce another Club’s Manager to act in breach of the terms of his contract with his Club.
4. A Club shall strictly observe the terms of its contract with its Manager and, in particular, if on the determination of the contract any sum is payable by the Club to the Manager, the Club shall ensure that prompt settlement is made.
498
Appendix 7
Standard Clauses
for inclusion in Managers’ Contracts of Employment
(Rule P.8.1)
1. The Manager shall observe and comply with the rules and regulations for the time being in force of any organisation or body the rules and regulations of which the Club is bound to observe including those of The Football Association and the League and in particular he shall at all times act in accordance with the League’s Code of Conduct for Managers.
2. The Manager shall comply with all reasonable instructions and requests
(a) given to Club Managers by the League or
(b) given to the Manager by the Club
which arise in the first case out of any commercial contract entered into by the League for the benefit of its members or in the second case out of any such contract entered into by the Club for its own benefit and the Manager shall not himself enter into any such contract which conflicts or competes or is reasonably likely to conflict or compete with those entered into by the League or by the Club as aforesaid.
3. Any dispute or difference arising between the parties hereto as to the construction of this Agreement or the rights duties or obligations of either party hereunder or any matter arising out of or concerning the same or the Manager’s employment hereunder shall be referred to the Managers’ Arbitration Tribunal in accordance with the Rules of the League for the time being in force. Notwithstanding the foregoing provisions of this clause [3] and without prejudice thereto, the parties shall use and until the conclusion of the arbitration shall continue to use their best endeavours to attempt to reach a settlement of their dispute by mediation.
[Note : The names and addresses of organisations offering an appropriate mediation service are available upon application to the League.]
499
Appendix 8
Code of Conduct for Scouts
(Rule Q.7)
1. The function of a Scout is to identify to his Club players with whom his Club may wish to enter into negotiations with a view to securing their registration. Scouts are not themselves entitled to enter into any such negotiations nor are they able to make promises to or offer inducements to any players whom they approach.
2. Scouts are employed by and represent their Clubs and are Officials within the meaning of the Rules of the Premier League (“the Rules”) by which they are bound.
3. Scouts must therefore be familiar with the Rules and in particular those relating to Academy Players set out in the Youth Development Rules. They must maintain an awareness of and at all times comply with the Rules setting out the circumstances in which their Club may make an approach to a Player or Academy Player (as defined in the Rules) whose registration is held by another Club. In addition, those Scouts that come into contact with and/or have access to Children as part of their duties must familiarise themselves with (and abide by) their Club’s safeguarding policies and procedures and the League’s ‘Guidance for Safer Working Practice’.
4. When acting in the course of his duties a Scout shall at all times carry the formal means of identification issued to him by his Club and/or the League and shall produce the same upon demand.
5. Scouts are responsible for the conduct of their contacts and shall be liable for any act or omission by a contact which constitutes a breach of the Rules.
6. Scouts shall conduct themselves in a manner befitting their role as Officials of their Clubs and shall take all possible steps to promote the reputation of the game of association football and to prevent it being brought into disrepute.
7. A Scout shall forthwith disclose to his Club the nature and extent of any direct or indirect interest he may have in any transaction or arrangement involving his Club and he shall account to his Club for any benefit which either directly or indirectly he derives therefrom.
8. A Scout shall conduct himself at all times in an ethical and professional manner and shall observe the highest standards of integrity and fair dealing.
500
Appendix 9
Standard Clauses
for inclusion in replica Strip manufacturers’ contracts
(Rule R.16)
1. [The manufacturer’s name] (“the Company”) will not itself or through any officer of the Company or any person authorised to act on behalf of the Company:-
1.1 include in a contract for sale or agreement relating to the sale of replica football kit a term or condition which purports to establish or provide for the establishment of minimum prices to be charged on the resale of replica football kit in the United Kingdom ;
1.2 require, as a condition of supplying replica football kit to a dealer, the inclusion in a contract or agreement of any such term or condition, or the giving of any undertaking to the like effect ;
1.3 notify to dealers, or otherwise publish on or in relation to replica football kit, a price stated or calculated to be understood as the minimum price which may be charged on the resale of those goods the replica football kit in the United Kingdom ; or
1.4 withhold supplies of replica football kit from a dealer seeking to obtain them for resale in the United Kingdom on the ground that the dealer:
1.4.1 has sold in the United Kingdom at a price below the resale price replica football kit obtained, either directly or indirectly, from the Company, or has supplied such replica football kit, either directly or indirectly, to a third party who had done so ; or
1.4.2 is likely, if the replica football kit is supplied to him, to sell it in the United Kingdom at a price below that price, or supply it, either directly or indirectly, to a third party who would be likely to do so.
In this subclause 1.4, “resale price” in relation to a sale of any description, means any price notified to the dealer or otherwise published by or on behalf of the Company as the price or minimum price which is to be charged on or is recommended as appropriate for a sale of that description, or any price prescribed or purporting to be prescribed for that purpose by a contract or agreement between the dealer and the Company.
501
2. For the avoidance of doubt, nothing shall prevent the Company from recommending resale prices to dealers provided no impression is given that, in doing so, the Company is notifying a minimum price.
3. The Company may, notwithstanding any of the foregoing, withhold supplies from a dealer, or cause or procure a supplier to do so, if it has reasonable cause to believe that within the previous 12 months the dealer, or any other dealer to whom the dealer supplies goods, has been using as a loss-leader any replica football kit whether or not obtained from the Club.
502
Appendix 10
Notice to Manufacturer Licensed to Manufacture and Distribute Club Replica Strip
(Rule R.17)
1. You will not:
1.1 include in a contract for sale or agreement relating to the sale of replica football kit a term or condition which purports to establish or provide for the establishment of minimum prices to be charged on the resale of replica football kit in the United Kingdom;
1.2 require, as a condition of supplying replica football kit to a dealer, the inclusion in a contract or agreement of any such term or condition, or the giving of any undertaking to the like effect;
1.3 notify to dealers, or otherwise publish on or in relation to replica football kit, a price stated or calculated to be understood as the minimum price which may be charged on the resale of replica football kit in the United Kingdom; or
1.4 withhold supplies of replica football kit from a dealer seeking to obtain them for resale in the United Kingdom on the ground that the dealer:
1.4.1 has sold in the United Kingdom at a price below the resale price* replica football kit obtained, either directly or indirectly, from you, or has supplied such replica football kit, either directly or indirectly, to a third party who had done so; or
1.4.2 is likely, if the replica football kit is supplied to him, to sell it in the United Kingdom at a price below that price, or supply it, either directly or indirectly, to a third party who would be likely to do so.
2. You shall not be prevented from recommending resale prices to dealers provided no impression is given that, in doing so, you are notifying a minimum price.
3. You may, notwithstanding any of the foregoing, withhold supplies from a dealer, or cause or procure a supplier to do so, if it has reasonable cause to believe that within the previous 12 months the dealer, or any other dealer to whom the dealer supplies goods has been using as a loss-leader any replica football kit whether or not obtained from the Club.
*In this paragraph 1.4.1 “resale price” in relation to a sale of any description means any price notified to the dealer or otherwise published by you as the price or minimum price which is to be charged on or is recommended as appropriate for a sale of that description, or any price prescribed or purporting to be prescribed for that purpose by a contract or agreement between the dealer and you.
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Appendix 11
Regulations of the Professional Football Compensation Committee
Definitions
1. In these Regulations:
1.1 “Club” means a football club in membership of the Premier League or the Football League;
1.2 “Compensation Fee” means any sum of money (exclusive of Value Added Tax) payable by a Transferee Club to a Transferor Club upon the transfer of the registration of a Player;
1.3 “the Football League” means The Football League Limited;
1.4 “PFNCC” means the Professional Football Negotiating and Consultative Committee;
1.5 “Player” means a player who is the subject of an application to the Professional Football Compensation Committee (“the Committee”) pursuant to Regulation 2 of these Regulations;
1.6 “the Premier League” means The Football Association Premier League Limited;
1.7 “Secretary” means the person or body appointed by the PFNCC to administer these Regulations;
1.8 “Transferee Club” means a Club to which the registration of a Player has been transferred; and
1.9 “Transferor Club” means a Club from which the registration of a Player has been transferred.
Jurisdiction
2. The Committee shall determine applications made pursuant to:
2.1 Premier League Rules T.39, V.27.2 and Youth Development Rules 328 and 342.2;
2.2 Football League Regulations 63.20, 63.21, 63.22, 67.5 and Football League Youth Development Rules 328 and 342.2;
2.3 appeals from a decision of the Board of the Football League made pursuant to Football League Regulation 66.1.
3. In making a determination as aforesaid, the Committee shall take into account the costs set out in Regulation 4 and any of the following criteria:
3.1 the status of each of the Transferor Club and the Transferee Club;
3.2 the age of the Player;
3.3 the Training Model(s) (as that term is defined in Youth Development Rule 1.84) on which the Player was engaged with the Transferor Club.
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3.4 the amount of any fee paid by the Transferor Club upon acquiring the registration of the Player;
3.5 the length of time during which the Transferor Club held the registration of the Player;
3.6 the terms of the new contract offered to him by both the Transferor Club and the Transferee Club;
3.7 his playing record including any international appearances;
3.8 substantiated interest shown by other clubs in acquiring the registration of the Player.
4. The costs to be taken into account under Regulation 3 shall be:
4.1 any cost incurred by either Club in operating an Academy, a Football Academy or Centre of Excellence including (without limitation) the cost of providing for players attending thereat:
4.1.1 living accommodation
4.1.2 training and playing facilities;
4.1.3 scouting, coaching, administrative and other staff;
4.1.4 education and welfare requirements;
4.1.5 playing and training strip and other clothing;
4.1.6 medical and first aid facilities; and
4.1.7 friendly and competitive matches and overseas tours,
4.2 any other cost incurred by either Club directly or indirectly attributable to the training and development of players including any fee referred to in Regulation 3.3.
Composition of the Committee
5. The Committee shall be composed of:
5.1 an independent chairman with an appropriate legal background who, subject to the prior written approval of the Premier League, the Football League and The Professional Footballers’ Association, shall be appointed by the PFNCC in such terms as it thinks fit;
5.2 an appointee of each of the leagues of which the Transferor Club and the Transferee Club are members or, if the Transferor Club and the Transferee Club are both members of the same league, an appointee of that league;
5.3 an appointee of The Professional Footballers’ Association;
5.4 an appointee of The League Managers’ Association.
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6. If the chairman of the Committee is unable to act or to continue acting as such in the determination of any application, the PFNCC shall appoint in his stead a person with an appropriate legal background.
7. If following his appointment any other member of the Committee is unable to act or to continue acting, his appointor may appoint a replacement so that the composition of the Committee is maintained as provided in Regulation 5.
8. If the members of the Committee fail to agree, they shall decide by a majority provided that, if the Committee is composed of an even number of members, the chairman shall have a second or casting vote.
Committee Procedures
9. The parties to proceedings before the Committee shall be the Transferor Club and the Transferee Club.
10. Proceedings shall be commenced by either party making a written application to the Secretary:
10.1 identifying the respondent Club and the Player;
10.2 setting out the facts surrounding the application including the criteria referred to in Regulation 3;
10.3 identifying any documents relied upon, copies of which shall be annexed; and
10.4 in the case of an application made by a Transferor Club, giving full particulars of the costs set out in Regulation 4.
11. Each Club which is a party in proceedings shall pay an administration fee to the Secretary the amount of which will be determined by the PFNCC from time to time.
12. Upon receipt of an application the Secretary shall:
12.1 procure that for the purpose of determining the application the Committee is composed in accordance with Regulation 5;
12.2 send a copy of the application and any documents annexed to it to the chairman;
12.3 send a copy of the same by recorded delivery post to the respondent.
13. Within 14 days of receipt of the copy application the respondent shall send to the Secretary by recorded delivery post a written response to the application, annexing thereto copies of any documents relied upon, and, in the case of a response by a Transferor Club, giving full particulars of the costs set out in Regulation 4.
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14. Upon receipt of the response the Secretary shall send a copy thereof together with a copy of any document annexed to:
14.1 the chairman; and
14.2 the party making the application.
15. The chairman of the Committee shall give directions as he thinks fit for the future conduct of the proceedings addressed in writing to the parties with which the parties shall comply without delay.
16. The Committee by its chairman shall have power to summon any person to attend the hearing of the proceedings to give evidence and to produce documents and any person who is bound by these Regulations and who, having been summoned, fails to attend or to give evidence or to produce documents shall be in breach of these Regulations.
17. Upon the Chairman’s directions having been complied with or time for compliance having passed the Secretary shall make all necessary arrangements for the hearing of the proceedings (including supplying a full copy of all documents necessary for the hearing to each member of the Committee) and shall give written notice of the date, time and place thereof to the parties.
18. If a party to the proceedings fails to attend the hearing the Committee may either adjourn it or proceed in their absence.
19. The chairman of the Committee shall have an overriding discretion as to the manner in which the hearing of the proceedings shall be conducted.
20. The Committee shall not be bound by any enactment or rule of law relating to the admissibility of evidence in proceedings before a court of law.
21. The hearing shall be conducted in private.
22. Each party shall be entitled to be represented at the hearing by a solicitor or counsel provided that they shall have given to the other party and to the chairman of the Committee 14 days’ prior written notice to that effect.
23. The Committee’s decision shall be announced as soon as practicable and if possible at the end of the hearing and shall be confirmed in writing by the Secretary to the parties.
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24. The Committee shall give reasons for its decision.
25. The decision of the Committee shall be final and binding.
Fees and Expenses
26. The chairman and members of the Committee shall be entitled to receive fees and expenses in such sum or sums as shall be determined by the PFNCC from time to time.
Committee’s Powers
27. Upon determining an application made in accordance with the provisions of these Regulations, the Committee may make an order with regard to the amount and payment of a Compensation Fee and any other order as it thinks fit.
Amendments
28. No amendment to these Regulations shall be proposed or made without the prior written approval of the Premier League, the Football League and the Professional Footballers’ Association.
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Appendix 12
Code of Conduct for Academy Players of Compulsory School Age
(Youth Development Rule 197)
Prior to signing this Code of Conduct and registering the Academy Player at its Academy, full discussion has taken place and agreement has been reached between the Academy, the Academy Player and the parents as to the educational, technical and match programme to be provided by the Academy to the Academy Player.
(“the Academy Player”) has the potential to become a footballer at the highest level and will be registered as an Academy Player at the FC (“the Club”).
Both the Academy Player and the Academy Player’s parents understand that the Club is committed to the Academy Player’s well being, future development and realisation of potential, but that the level of achievement ultimately reached cannot be guaranteed.
In registering the Academy Player at its Football Academy, the Club, the parents and the Academy Player agree to the following Code of Conduct.
The Club agrees to provide
· a safe environment in which the Academy Player can learn and develop without fear of abuse
· medical screening, monitoring and support for the Academy Player
· a structured football learning programme, appropriate to the age, ability and growth of the Academy Player
· participation in football matches arranged or approved by the Premier League
· trained, screened and qualified coaching and other staff and facilities as determined by the Rules governing Academies
· guidelines to the Academy Player and parents on the best ways for them to contribute to the Academy Player’s football and personal development
· educational support (in consultation with the Academy Player’s school) for the continued academic and personal development of the Academy Player
· regular communication and reports to the Academy Player and parents on the Student’s progress
· a Code of Conduct and Rules for its Academy
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The Academy Player agrees to
· attend the Academy regularly and punctually, behave with self-discipline and give notice of and reasons for any absence
· practise the techniques and skills taught by the Academy and attempt to apply them in matches
· participate in football matches outside normal school hours only as specified by the Academy
· attend school regularly and punctually, complete school assignments and behave at school as at the Academy
· follow a lifestyle appropriate to development — spending leisure time positively; eating, drinking, relaxing and sleeping sensibly
· adhere to the Club’s Code of Conduct and Rules for its Academy
The Parents agree to
· encourage and help the Academy Player meet targets, including this Code of Conduct and the Club’s Code of Conduct and Rules for its Academy
· support the Academy Player without pressure, praise good work and refrain from criticising lapses
· set a good example to the Academy Player
· respect the opportunity given to the Academy Player and not approach or permit any other person to approach any other club during the currency of this registration except as allowed under the Rules governing Academies
· communicate with the Academy staff, keeping them informed about matters affecting the Academy Player
· permit the Academy Player to play only football matches outside normal school hours as specified by the Academy
· adhere to the Club’s Code of Conduct and Rules for its Academy
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We, the undersigned, agree to the Academy Code of Conduct
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Note: This Code of Conduct should be signed in quadruplicate, one copy being provided to the Academy Player, one to his parents, one being submitted to the League in accordance with Youth Development Rule 257 and the fourth being retained by the Club.
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Appendix 12 512 Appendices to the Rules
REFEREE
Match Officials
National List of Referees
Season 2019/20
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ADCOCK, JAMES Derbyshire
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ATKINSON, MARTIN West Riding
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ATTWELL, STUART Birmingham
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BACKHOUSE, ANTHONY Cumberland
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BANKES, PETER Liverpool
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BOND, DARREN Lancashire
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BOYESON, CARL East Riding
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BRAMALL, THOMAS Sheffield and Hallamshire
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BREAKSPEAR, CHARLES Surrey
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BROOKS, JOHN Leicestershire and Rutland
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BUSBY, JOHN Oxfordshire
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COGGINS, ANTONY Oxfordshire
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COOTE, DAVID Nottinghamshire
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COY, MARTIN Durham
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DAVIES, ANDY Hampshire
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DEAN, MICHAEL Cheshire
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DONOHUE, MATTHEW Manchester
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DOUGHTY, LEIGH Lancashire
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DRYSDALE, DARREN RAF
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DUNCAN, SCOTT Northumberland
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EDWARDS, MARC Durham
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ELTRINGHAM, GEOFF Durham
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ENGLAND, DARREN Sheffield and Hallamshire
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FINNIE, WILL Bedfordshire
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FRIEND, KEVIN Leicestershire and Rutland
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GILLETT, JARRED Liverpool
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HAINES, ANDY Durham
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HAIR, NEIL Huntingdonshire
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HANDLEY, DARREN Lancashire
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HARRINGTON, TONY Durham
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HICKS, CRAIG Surrey
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HOOPER, SIMON Wiltshire
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HORWOOD, GRAHAM Bedfordshire
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HUXTABLE, BRETT Devon
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ILDERTON, EDDIE Northumberland
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JOHNSON, KEVIN Somerset
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JONES, ROBERT Cheshire
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JOYCE, ROSS North Riding
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KAVANAGH, CHRISTOPHER Manchester
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KETTLE, TREVOR RAF
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KINSELEY, NICHOLAS Essex
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LANGFORD, OLIVER Lancashire
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LEWIS, ROBERT Shropshire
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LININGTON, JAMES Hampshire
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MADLEY, ANDREW West Riding
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MARRINER, ANDRE Birmingham
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MARSDEN, PAUL Lancashire
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MARTIN, STEPHEN Staffordshire
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MASON, LEE Lancashire
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MOSS, JONATHAN West Riding
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NIELD, TOM West Riding
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OLDHAM, JAMES Derbyshire
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OLDHAM, SCOTT Lancashire
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OLIVER, MICHAEL Durham
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PAWSON, CRAIG Sheffield and Hallamshire
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POLLARD, CHRISTOPHER Suffolk
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PROBERT, LEE Wiltshire
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PURKISS, SAM London
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ROBINSON, TIM Sussex
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ROCK, DAVID Hertfordshire
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SALISBURY, GRAHAM Lancashire
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SALISBURY, MICHAEL Lancashire
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SARGINSON, CHRISTOPHER Staffordshire
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SCOTT, GRAHAM Berks and Bucks
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SIMPSON, JEREMY Lancashire
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SMITH, JOSH Bedfordshire
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STOCKBRIDGE, SEBASTIAN Durham
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STROUD, KEITH Hampshire
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SWABEY, LEE Devon
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TAYLOR, ANTHONY Cheshire
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TIERNEY, PAUL Lancashire
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TONER, BEN Lancashire
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WARD, GAVIN Surrey
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WEBB, DAVID Durham
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WHITESTONE, DEAN Northamptonshire
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WOOLMER, ANDY Northamptonshire
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WRIGHT, PETER Liverpool
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YATES, OLLIE Staffordshire
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YOUNG, ALAN Bedfordshire
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National List of Assistant Referees
Season 2019/20
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AMEY, JUSTIN Dorset
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AMPHLETT, MARVYN Worcestershire
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ASPINALL, NATALIE Lancashire
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ATKIN, ROBERT Lincolnshire
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AVENT, DAVID North Riding
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AYLOTT, ANDREW Bedfordshire
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BARNARD, NICHOLAS Cheshire
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BARTLETT, RICHARD Cheshire
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BECK, SIMON Bedfordshire
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BENNETT, SIMON Staffordshire
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BENTON, DAVID Sheffield and Hallamshire
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BESWICK, GARY Durham
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BETTS, LEE Norfolk
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BICKLE, OLIVER Derbyshire
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BLUNDEN, DARREN Kent
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BONNEYWELL, DAN Kent
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BRISTOW, MATTHEW Manchester
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BROWN, CONOR Lancashire
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BROWN, STEPHEN Kent
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BURT, STUART Northamptonshire
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BUTLER, STUART Kent
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BYRNE, GEORGE Suffolk
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BYRNE, HELEN Liverpool
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CANN, DARREN Norfolk
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CHEOSIAUA, RAVEL Worcestershire
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CLARK, JOE Staffordshire
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CLAYTON, ALAN Cheshire
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CLAYTON, SIMON Durham
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COOK, DAN Hampshire
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COOK, DANIEL Essex
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COOPER, IAN Kent
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COOPER, NICHOLAS Suffolk
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CROPP, BARRY Lancashire
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CROWHURST, LEIGH Sussex
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CRYSELL, ADAM Northamptonshire
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CUNLIFFE, MARK Liverpool
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DA COSTA, ANTHONY Cambridgeshire
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DABBS, ROBERT Army
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DALLISON, ANDREW Nottinghamshire
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DAVIES, NEIL London
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DENTON, MICHAEL West Riding
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DERMOTT, PHILIP Lancashire
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DERRIEN, MARK Dorset
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DESBOROUGH, MIKE Hampshire
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DUDLEY, IAN Nottinghamshire
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DUNCAN, MARK Cheshire
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DWYER, MARK West Riding
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EATON, DEREK Gloucestershire
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FARMER, AARON Essex
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FARRELL, CONOR London
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FINCH, STEPHEN Army
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FITCH-JACKSON, CARL Suffolk
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FLYNN, JOHN RAF
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FOLEY, MATT Hertfordshire
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FORD, DECLAN Lincolnshire
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FOX, ANDREW Birmingham
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FREEMAN, LEE Sheffield and Hallamshire
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FYVIE, GRAEME Durham
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GANFIELD, RONALD Somerset
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GARRATT, ANDREW Staffordshire
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GEORGE, MICHAEL Norfolk
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GILL, BHUPINDER Berks and Bucks
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GOOCH, PETER Lancashire
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GORDON, BARRY Durham
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GRAHAM, PAUL Manchester
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GRATTON, DANNY Staffordshire
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GREENHALGH, NICK Lancashire
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GRIFFITHS, MARK Birmingham
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GRUNNILL, WAYNE East Riding
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HANLEY, MICHAEL Liverpool
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HARTY, THOMAS Birmingham
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HATZIDAKIS, CONSTANTINE Kent
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HENDLEY, ANDREW Birmingham
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HILTON, GARY Lancashire
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HOBDAY, PAUL Birmingham
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HODSKINSON, PAUL Lancashire
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HOLMES, ADRIAN West Riding
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HOPTON, NICK Derbyshire
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HOWICK, KEVIN Berks and Bucks
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HOWSON, AKIL Leicestershire and Rutland
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HUDSON, SHAUN Durham
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HUNT, DAVID Nottinghamshire
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HUNT, JONATHAN Liverpool
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HUSBAND, CHRISTOPHER Worcestershire
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HUSSIN, IAN Liverpool
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HYDE, ROBERT Essex
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ISHERWOOD, CHRIS Lancashire
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JACKSON, OLIVER Kent
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JONES, MARK Nottinghamshire
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JONES, MATTHEW Staffordshire
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KANE, GRAHAM Sussex
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KARAIVANOV, HRISTO Nottinghamshire
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KELLY, PAUL Kent
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KENDALL, RICHARD Bedfordshire
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KHAN, ABBAS Leicestershire and Rutland
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KIDD, CHRISTOPHER Oxfordshire
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KIRKUP, PETER Northamptonshire
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LAVER, ANDREW Hampshire
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LEACH, DANIEL Oxfordshire
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LEDGER, SCOTT Sheffield and Hallamshire
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LEE, MATTHEW Sussex
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LENNARD, HARRY Sussex
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LEWIS, SAM Bedfordshire
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LIDDLE, GEOFFREY Durham
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LISTER, PAUL Surrey
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LONG, SIMON Cornwall
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LUGG, NIGEL Sussex
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MACKEY, OLIVER Leicestershire and Rutland
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MAINWARING, JAMES Lancashire
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MARKS, LOUIS Hampshire
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MASKELL, GARRY Essex
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MASSEY-ELLIS, SIAN Birmingham
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MATTHEWS, ADAM Gloucestershire
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MCDONOUGH, MICHAEL Northumberland
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MCGRATH, MATTHEW East Riding
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MELLOR, GARETH West Riding
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MERCHANT, ROBERT Staffordshire
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MEREDITH, STEVEN Nottinghamshire
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MOORE, ANTHONY Manchester
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MORRIS, KEVIN Herefordshire
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MORRIS, RICHARD Gloucestershire
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MULRAINE, KEVIN Cumberland
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NEWHOUSE, PAUL Durham
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NUNN, ADAM Wiltshire
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OGLES, SAMUEL Hampshire
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PARRY, MATTHEW Liverpool
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PASHLEY, ALIX Derbyshire
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PERRY, MARC Birmingham
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PLANE, STEVEN Worcestershire
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PLOWRIGHT, DAVID Nottinghamshire
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POTTAGE, MARK Dorset
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POWELL, CHRISTOPHER Dorset
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RASHID, LISA Birmingham
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READ, GREGORY Surrey
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REES, PAUL Somerset
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ROBATHAN, DANIEL Norfolk
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ROSS, ALASDAIR London
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RUSHTON, STEVEN Staffordshire
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RUSSELL, GEOFFREY Northamptonshire
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RUSSELL, MARK Somerset
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SCHOLES, MARK Berks and Bucks
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SHARP, NEIL Durham
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SHAW, SIMON Gloucestershire
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SIMPSON, JOE Manchester
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SMALLWOOD, BILLY Cheshire
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SMART, EDWARD Birmingham
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SMEDLEY, IAN Derbyshire
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SMITH, MATTHEW Leicestershire and Rutland
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SMITH, MICHAEL Essex
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SMITH, ROB Hertfordshire
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SMITH, WADE Manchester
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STOKES, JOSEPH Kent
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STREET, DUNCAN West Riding
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TAYLOR, CRAIG Staffordshire
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TAYLOR, GRANT Birmingham
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TRANTER, ADRIAN Dorset
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TRELEAVEN, DEAN Hampshire
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VALLANCE, JAMES Berks and Bucks
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VENAMORE, LEE Kent
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VICCARS, GARETH Berks and Bucks
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WADE, CHRISTOPHER Hampshire
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WADE, STEPHEN East Riding
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WARD, CHRISTOPHER Sheffield and Hallamshire
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WATERS, ADRIAN Hertfordshire
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WEBB, MICHAEL Surrey
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WEST, RICHARD East Riding
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WHITAKER, RYAN London
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WIGGLESWORTH, RICHARD Sheffield and Hallamshire
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WILD, RICHARD Lancashire
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WILDING, DARREN Worcestershire
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WILKES, MATTHEW Birmingham
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WILLIAMS, ANDREW Middlesex
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WILLIAMS, OLLIE Worcestershire
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WILSON, JAMES Manchester
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WILSON, MARC Bedfordshire
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WOOD, TIMOTHY Gloucestershire
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WOODWARD, DANIEL Durham
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WOODWARD, RICHARD Cheshire
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YATES, PAUL Kent
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518
ciation Memorandum & Articles of Asso
Memorandum of Association
No. 2719699
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
of
THE FOOTBALL ASSOCIATION PREMIER LEAGUE LIMITED
1. The name of the Company is “THE FOOTBALL ASSOCIATION PREMIER LEAGUE LIMITED”.
2. The registered office of the Company will be situated in England.
3. The objects for which the Company is established are:
(a) to organise and manage under the jurisdiction of The Football Association a league of association football clubs to be known as “The Football Association Premier League” or such other name as the Company may from time to time adopt (“the Premier League”);
(b) to make, adopt, vary and publish rules, regulations and conditions for the management of the Premier League and matters relating thereto, and to take all such steps as shall be deemed necessary or advisable for enforcing such rules, regulations and conditions;
(c) to promote, provide for, regulate and manage all or any details or arrangements or other things as may be considered necessary or desirable for, or ancillary to, the comfort, conduct, convenience or benefit of football players and of the public or of any other persons concerned or engaged in or associated with the Premier League;
(d) to enter into television, broadcasting, sponsorship, commercial or other transactions of any kind in connection with the Premier League;
(e) to co-operate with The Football Association and the International Football Association Board in all matters relating to international competitions or relating to the laws of the game of association football and generally to adhere to and comply with the applicable rules and regulations of The Football Association;
(f) to carry out operations and to produce or deal with goods and to purchase or otherwise acquire, construct, lease, hold or deal with property, rights or privileges;
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(g) to carry out any other transactions or things as can be advantageously carried on in connection with or ancillary to the Premier League or as may be calculated directly or indirectly to enhance the value of or render profitable any of the property or rights of the Company;
(h) to invest and deal with the monies of the Company not immediately required in any manner and hold and deal with any investment so made;
(i) to pay or to provide or to make arrangements for providing gratuities, pensions, benefits, loans and other matters and to establish, support, subsidise and subscribe to any institution, association, club, scheme, fund or trust;
(j) to raise or borrow money and to give security over the Company’s assets;
(k) to lend or advance money and to give credit and to enter (whether gratuitously or otherwise) into guarantees or indemnities of all kinds, whether secured or unsecured, and whether in respect of its own obligations or those of some other person or company;
(l) to pay or agree to pay all or any of the promotion, formation and registration expenses of the Company;
(m) to contribute to or support any charitable, benevolent or useful object relating to association football, or participants therein;
(n) to do all other things to further the objects of the Company or as may be deemed incidental or conducive to the attainment of such objects or any of them.
It is hereby declared that (except where the context expressly so requires) none of the several paragraphs of this clause, or the objects therein specified, or the powers thereby conferred shall be limited by, or be deemed merely subsidiary or auxiliary to, any other paragraph of this clause, or the objects in such other paragraph specified, or the powers thereby conferred.
4. The liability of the members is limited.
5. The share capital of the Company is £100 divided into 99 Ordinary Shares of £1 each and 1 Special Rights Preference Share of £1.
We, the several persons whose names, addresses and descriptions are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.
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Names, Addresses and
Descriptions of Subscribers
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Number and class of
shares taken by each subscriber
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Rick N. Parry
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22 Ordinary Shares
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Chief Executive - F.A. Premier League
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14 Dormer Close
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Rowton
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Chester CH3 7SA
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R.H.G. Kelly
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1 Special Rights Preference Share
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Chief Executive - Football Association
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16 Lancaster Gate
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London W2 3LW
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Dated the 22nd day of May 1992
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Witness to the above signatures:
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I.L. Hewitt
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Graeme E.C. Sloan
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Solicitor
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Solicitor
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65 Fleet Street
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65 Fleet Street
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London EC4Y 1HS
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London EC4Y 1HS
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523
Articles of Association
No. 2719699
THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION of
THE FOOTBALL ASSOCIATION PREMIER LEAGUE LIMITED
(As amended by Special Resolution passed on 5 June 2019)
Interpretation
1. In these Articles:
“the Act” means the Companies Act 2006 including any statutory modification or reenactment thereof for the time being in force;
“the Articles” means the Articles of Association of the Company and reference to a number following the word “Article” is a reference to an article so numbered in the Articles;
“Association Football” means the game of football as played in accordance with the rules and regulations of, or adopted by, the Football Association;
“Audit and Remuneration Committee” means a committee convened by the Board under Article 51, comprised of three representatives of Clubs and the non- executive Directors in position from time to time;
“the Board” means the board of directors for the time being of the Company;
“Chair” means the person appointed as the Chair pursuant to Article 42 or any acting Chair appointed pursuant to Article 57.1;
“Club” means an Association Football club which is for the time being a Member;
“the Company” means the The Football Association Premier League Limited;
“clear days” in relation to the period of a notice means that period excluding the day for which the notice is given or on which it is to take effect but including the day when the notice is given or deemed to be given;
“Director” means a director of the Company;
“the Football Association” means The Football Association Limited;
“the Football Association Rules” means the rules and regulations for the time being of the Football Association;
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“F.A Cup” means the Football Association Challenge Cup competition;
“the Football League” means The Football League Limited;
“Former Companies Acts” has the meaning set out in section 1171 of the Act;
“General Meeting” means any meeting of the Members and shall include for the purpose of the Articles (except where expressly stated) the annual general meeting and a separate class meeting of the holders of Ordinary Shares in the Company;
“the League” means the Association Football league managed by the Company and consisting of Association Football clubs which are from time to time Members;
“League Office” means the registered office for the time being of the Company;
“Member” means an Association Football club the name of which is entered in the register of Members as the holder of an Ordinary Share;
“the Memorandum” means the Memorandum of Association of the Company;
“Ordinary Share” means an ordinary share of £1 in the capital of the Company;
“Representative” means any director or the secretary of a Club or any person who has been authorised to act as the representative of a Club as referred to in Article 36.1;
“Resolution” means a resolution of the Company which has been passed at a General Meeting by a majority of Members as specified in Article 27 or a resolution of the Members passed pursuant to the provisions of Article 33;
“the Rules” means the rules of the League as made, adopted or amended from time to time pursuant to the provisions of Article 16;
“the Seal” means the common seal of the Company;
“Secretary” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;
“Special Share” means the one special rights preference share of £1 referred to in Article 3;
“the Special Shareholder” means the holder of the Special Share;
“Successor” means any manager, receiver, administrative receiver or liquidator appointed in any of the circumstances referred to in Article 10.1;
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“the United Kingdom” means Great Britain and Northern Ireland; and
“written” or “in writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
A reference to a person includes a body corporate and an unincorporated body of persons.
Unless the context otherwise requires, words or expressions contained in the Articles bear the same meaning as in the Act but excluding any statutory modification or re-enactment thereof not in force when the Articles or the relevant parts thereof are adopted.
Headings
2. The headings in the Articles are for convenience only and shall not affect the interpretation of the Articles.
Share Capital
3. The authorised share capital of the Company at the date of adoption of the Articles is £100 divided into 99 Ordinary Shares and one special rights preference share of £1.
4. Subject to Article 12, an Ordinary Share shall only be issued, allotted or transferred to an Association Football club entitled, pursuant to the Articles and the Rules, to be a Member and such club shall, on issue, allotment or transfer to it of an Ordinary Share, become a Member.
5. No person shall be entitled to be a Member unless that person is:
5.1 a company limited by shares formed and registered in England and Wales under the Act; or
5.2 a company limited by shares formed and registered in England and Wales under any of the Former Companies Acts; or
5.3 any other person which the Board may determine, in its discretion, shall be entitled to be a Member.
6. No member shall be entitled to own, or have a beneficial interest in, more than one Ordinary Share.
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The Special Share
7.1 The Special Share may only be issued to and held by the Football Association.
7.2 Notwithstanding any provision in the Articles or the Rules to the contrary, each of the following matters shall be deemed to be a variation of the rights attaching to the Special Share and shall accordingly be effective only with the consent in writing of the Special Shareholder and without such consent shall not be done or caused to be done:
7.2.1 the amendment, or removal, or the alteration of the effect of (which, for the avoidance of doubt, shall be taken to include the ratification of any breach of) all or any of the following:
(a) the objects of the Company set out in clause 3 of the Memorandum;
(b) in Article 1 the definition of “Special Share” or “the Special Shareholder”;
(c) Article 4 (issue of Ordinary Shares);
(d) this Article 7 (rights attaching to the Special Share);
(e) Article 42 (number of Directors);
(f) Article 44 (appointment and re-appointment of Directors);
(g) Article 80 (adherence to the Football Association Rules); and
(h) Articles 81 and 82 (winding-up);
7.2.2 any change of the name of the Company;
7.2.3 the variation of any voting rights attaching to any shares in the Company; and
7.2.4 the making and adoption of or any amendment to, removal of or waiver of any of the provisions of the Rules which relate to:
(a) the name of the League;
(b) the number of Members and promotion to and relegation from the League;
(c) the criteria for membership of the League;
(d) the arranging of fixtures on or prior to specified international match dates and commitment to support the Football Association in relation to international matches;
(e) the obligation of each Club to enter the F.A. Cup;
(f) the ownership of more than one club; or
(g) any rules common to the League and the Football League.
7.3 The Special Shareholder shall have all the rights of a Member in relation to receiving notice of, and attending and speaking at General Meetings and to receiving minutes of General Meetings. The Special Shareholder shall have no right to vote at General Meetings.
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7.4 On any distribution of capital on a winding up of the Company, the Special Shareholder shall be entitled to repayment of the capital paid up or treated for the purposes of the Act or the Insolvency Act 1986 as paid up on the Special Share in priority to any repayment of capital to any Member. The Special Share shall carry no other right to participate in the capital, and no right to participate in the profits, of the Company.
Share Certificates
8.1 Every Club, upon being registered as the holder of an Ordinary Share, shall be entitled without payment to one certificate for the Ordinary Share so held. Every certificate shall be executed in accordance with the Act and shall specify the distinguishing number of the Ordinary Share to which it relates and the amount paid up thereon.
8.2 If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating such evidence as the Board may determine but otherwise free of charge, and (in the case of defacement or wearing-out of the share certificate) subject to delivery up of the old certificate.
Transfer of Shares
9.1 The instrument of transfer of an Ordinary Share may be in any usual form or in any other form which the Board may approve and shall be executed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee.
9.2 The Board shall refuse to register the transfer of an Ordinary Share to a person who is not entitled, pursuant to the Articles or the Rules, to be a Member.
9.3 The Board may also refuse to register the transfer of an Ordinary Share unless:
9.3.1 the instrument of transfer relating thereto is lodged at the League Office or at such other place as the Board may appoint and is accompanied by the certificate for the Ordinary Share to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and
9.3.2 it is in respect of only one Ordinary Share.
10.1 If a Member
10.1.1 enters into a Company Voluntary Arrangement pursuant to Part 1 of the Insolvency Act 1986 (“the 1986 Act” which expression shall include any statutory modification or re-enactment thereof for the time being in
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force) or a compromise or arrangement with its creditors under Part 26 of the Act, or it enters into any compromise agreement with its creditors as a whole; or
10.1.2 lodges, or its shareholders or directors lodge, a Notice of Intention to Appoint an Administrator or a Notice of Appointment of an Administrator at the Court in accordance with paragraphs 26 and 29 of Schedule B1 to the 1986 Act or it or its shareholders or directors make an application to the Court for an Administration Order under paragraph 12 of Schedule B1 to the 1986 Act or where an Administrator is appointed or an Administration Order is made in respect of it (“Administrator” and “Administration Order” having the meanings attributed to them respectively by paragraphs 1 and 10 of Schedule B1 to the 1986 Act); or
10.1.3 has an Administrative Receiver (as defined by section 251 of the 1986 Act) or a Law of Property Act Receiver (appointed under section 109 of the Law of Property Act 1925) or any Receiver appointed by the Court under the Senior Courts Act 1981 or any court appointed Receiver or any other Receiver appointed over any of its assets which, in the opinion of the Board, are material to the Club’s ability to fulfill its obligations as a Member; or
10.1.4 has its shareholders pass a resolution pursuant to section 84(1) of the 1986 Act to voluntarily wind it up; or
10.1.5 has a meeting of its creditors convened pursuant to section 95 or section 98 of the 1986 Act; or
10.1.6 has a winding up order made against it by the Court under section 122 of the 1986 Act or a provisional liquidator is appointed over it under section 135 of the 1986 Act; or
10.1.7 ceases or forms an intention to cease wholly or substantially to carry on its business save for the purpose of reconstruction or amalgamation otherwise in accordance with a scheme of proposals which have previously been submitted to and approved in writing by the Board; or
10.1.8 enters into or is placed into any insolvency regime in any jurisdiction outside England and Wales which is analogous with the insolvency regimes detailed in Articles 10.1.1 to Articles 10.1.6 hereof,
then the Board may at any time thereafter by notice in writing call upon the relevant Successor to transfer the Ordinary Share held by such Member to such person as the Board shall direct at a price of £1 and on receipt of such notice the Member shall thereupon cease to be entitled to be a Member of the League.
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10.2 If any Member shall cease to be entitled to be a member of the League pursuant to the provisions of the Rules, then that Member, shall, on receiving notice in writing from the Board to that effect, transfer its Ordinary Share to such person as the Board shall direct at a price of £1.
10.3 Any Member ceasing to be entitled to be a member of the League as referred to in Article 10.1 or 10.2 shall, as from the date of receiving the notice therein referred to, have no rights in relation to the Ordinary Share held by it save in relation to Articles 81 and 82.
10.4 If any Member or its Successor (as the case may be) shall fail to transfer such Member’s Ordinary Share in accordance with and within seven days of the notice in writing by the Board calling for the transfer of the same, the Board may authorise any Director to execute a transfer thereof in favour of a person entitled to be a member of the League and a transfer so executed shall be as valid and effective as if the same had been executed by the Member or its Successor (as the case may be) and the transferee shall be entered into the register of Members as the holder of such Ordinary Share accordingly.
10.5 On registration of the transfer of an Ordinary Share held by a Member, executed by such Member, its Successor or any Director (as the case may be) pursuant to the provisions of this Article 10, the Member shall cease to be a Member.
11.1 No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any Ordinary Share.
11.2 If the Board refuses to register a transfer of an Ordinary Share, the Board shall, within two months after the date on which the instrument of transfer was lodged with the Company, send to the transferee notice of the refusal.
11.3 The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Board refuses to register shall be returned to the person lodging it when notice of the refusal is given.
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Excess Shares
12.1 In the event that the maximum number of Association Football clubs entitled to be members of the League in accordance with the Articles or the Rules is less than the number of Ordinary Shares then in issue then, unless the excess of such Ordinary Shares shall be purchased by the Company or otherwise redeemed in accordance with the provisions of the Act, such excess Ordinary Shares shall be transferred to and be registered in the name of the Secretary and, whilst so registered, such Ordinary Shares shall carry no voting, dividend or other rights, including on any winding up of the Company.
12.2 On any change of the Secretary, any Ordinary Shares so registered in the name of the Secretary shall forthwith be transferred into the name of the person holding such office following such change and in the event that such shares shall not be so transferred within fourteen days of the change of the Secretary, the Board may authorise any Director to execute a transfer of such shares in favour of the Secretary for the time being of the Company and a transfer so executed shall be as valid and effective as if the same had been executed by the holder of such shares and the transferee Secretary shall be entered in the register as the holder of such Ordinary Shares accordingly.
Alteration of Share Capital
13. The Company may by Resolution cancel Ordinary Shares which, at the date of the passing of the Resolution, have not been issued and allotted or agreed to be issued and allotted to any Association Football club entitled thereto and diminish the amount of its share capital by the amount of the shares so cancelled.
14. Subject to the provisions of the Act, the Company may by special resolution reduce its share capital, any capital redemption reserve and any share premium account.
Purchase of Own Shares
15. Subject to the provisions of the Act, the Company may purchase its own shares (including any redeemable shares) and make a payment in respect of the redemption or purchase of its own shares otherwise than out of distributable profits of the Company or the proceeds of a fresh issue of shares.
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Rules
16.1 The Company may by Resolution make and adopt and from time to time amend the Rules for the purpose of regulating all matters affecting the organisation and management of the League to the extent not provided for in, and so far as the same do not conflict with, the provisions of the Articles.
16.2 Unless otherwise stated in the Articles or the Rules, the provisions of the Articles shall prevail in the event of any conflict with any of the provisions of the Rules.
General Meetings
17.1 A General Meeting may be convened by the Board at any time.
17.2 If there are at any time less than two Directors then a continuing Director or the Secretary may convene a General Meeting for the purposes referred to in Article 57.1.
17.3 The Board shall convene each year at approximately quarterly intervals not less than four General Meetings (to include an annual general meeting) to be held at such time and at such place as the Board shall determine.
17.4 The Board (and if there are less than two Directors, a continuing Director or the Secretary) shall on receipt by the Company of the requisition to that effect from two or more Members forthwith proceed to convene a General Meeting (other than an annual general meeting) for a date not later than:
17.4.1 twenty eight clear days after the receipt of such requisition if it is signed by less than two thirds in number of the Members; or
17.4.2 fourteen clear days after the receipt of such requisition if it is signed by two thirds or more in number of the Members; or
17.4.3 twenty one clear days after receipt of such requisition if the meeting is for any of the purposes referred to in Articles 18.1.2, 18.1.3, or 18.1.4.
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Notice of General Meetings(1)
18.1 At least twenty one clear days’ notice in writing shall be given for:
18.1.1 any annual general meeting;
18.1.2 any meeting at which it is proposed to pass a special resolution or an elective resolution;
18.1.3 any meeting at which it is proposed to pass a Resolution appointing a person as a Director; and
18.1.4 any meeting at which it is proposed to make, adopt or amend the Rules.
18.2 At least fourteen clear days’ notice in writing shall be given for any other General Meeting.
19. The notice of a General Meeting shall specify the time and place of the meeting, the general nature of the business to be transacted and shall include a statement that a Member entitled to attend and vote is entitled to appoint one or two proxies to attend and vote instead of that Member and that a proxy need not also be a Member and, in the case of an annual general meeting, shall specify the meeting as such.
20. Notice of any General Meeting shall be given to the Special Shareholder, all the Members, any Successor of a Member and to each Director and the auditors.
21. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member or person entitled to receive notice shall not invalidate the proceedings at that meeting.
Proceedings at General Meetings
22. No business shall be transacted at any General Meeting unless a quorum is present. Save as otherwise provided in these Articles, two thirds in number of the Members shall constitute a quorum for all purposes.
(1) By elective resolution passed at a General Meeting of Shareholders held on 3rd December 1998 it was resolved that the provisions of Section 369(4) and Section 378(3) of the Companies Act 1985 (as amended by the Companies Act 1989) are to have effect in relation to the Company as if, for the references, in those sections, to 95%, there were substituted references to 90%.
Accordingly any agreement of the members to the calling of a general meeting on short notice (Section 369) or to consider a special resolution at a General Meeting on short notice, requires the agreement of a majority of 90% (rather than 95%) in number, of the members having the right to attend and vote at a meeting.
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23. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the notice of the meeting shall be deemed to be, and the meeting shall be, cancelled.
24. The Chair, or, in his or her absence, a Director shall preside as chair of the meeting. If none is willing to act as chair, or if not present within fifteen minutes after the time appointed for holding the meeting, the Members present shall elect another Director or one of the Representatives of a Member who is present to be the chair of the meeting.
25. Notwithstanding that he is not a Member, a Director shall be entitled to attend and speak at any General Meeting.
26. The chair of the meeting may, with the consent of a General Meeting at which a quorum is present (and shall, if so directed by the meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for thirty days or more notice shall be given in accordance with Article 18 specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
27. Except where the Act specifies that a particular resolution of the Company requires a greater majority, two-thirds of such Members who are present and who vote by their Representative or by proxy at a General Meeting of which notice has been duly given shall be required for the passing of all resolutions of the Company.
28. A resolution put to the vote of a General Meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded:
28.1 by the chair of the meeting; or
28.2 by at least two Members,
and a demand by a person as Representative of or proxy for a Member shall be the same as a demand by the Member.
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29. Unless a poll is duly demanded, a declaration by the chair of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost, or not carried by a particular majority, and an entry to that effect in the minutes of the General Meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
30. The demand for a poll may, before the poll is taken, be withdrawn, but only with the consent of the chair of the meeting and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
31. A poll shall be taken as the chair of the meeting directs and he or she may fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
32.1 A poll demanded on the election of a chair of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chair of the meeting directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
32.2 No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken.
33. In accordance with the Act, a resolution in writing signed on behalf of two thirds of the Members by a Representative of each of them shall be as valid and effective as if it had been passed at a General Meeting duly convened by notice appropriate thereto and held, except where the Act specifies that a particular resolution of the Company requires a greater majority, in which case a resolution in writing signed on behalf of such greater majority of the Members by a Representative of each of them shall be as valid and effective as if it had been passed at a General Meeting duly convened by notice appropriate thereto and held. Any such resolution may consist of several documents in the like form each signed on behalf of one or more of the Members by a Representative of each of them.
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Votes of Members
34. Every Member present at a General Meeting by a Representative or proxy shall have one vote whether on a show of hands or on a poll.
35. No objection shall be raised to the qualification of any Representative or proxy except at the General Meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chair of the meeting whose decision shall be final and conclusive.
Representatives
36.1 Any director or the secretary of a Club shall be entitled to act as the Representative of the Club at, and for all the purposes of business at, any General Meeting. A Club may separately or additionally, by resolution of its directors, authorise any of its employees as it thinks fit (not being a director or the secretary as aforesaid) to act as the Representative of the Club at any General Meeting. The Board may require reasonable evidence of any such authorisation.
36.2 A Representative shall be entitled to exercise all the powers of a Member for whom he acts as Representative.
36.3 Each Club shall, on becoming a Member, or when so requested by the Secretary, give notice to the Secretary, setting out, in such order or priority as the Club shall determine, details of each of its directors, secretary and any employee who has been authorised by the Club to act as its Representative at General Meetings and shall from time to time send to the Secretary details of any changes in such persons.
36.4 A Representative shall be entitled to attend and where appropriate vote at a General Meeting notwithstanding that the member of which he is the Representative has appointed a proxy to attend the same.
Proxies
37.1 An instrument appointing a proxy shall be in writing, signed on behalf of the Member by one of its directors or its secretary or any of the Member’s employees authorised by the Member to sign the same and shall be in the usual common form or in such form as the Board shall approve.
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37.2 Unless otherwise indicated on the instrument appointing the proxy, the proxy may vote or abstain from voting as such proxy shall think fit.
38. The instrument appointing a proxy and (where such instrument is not signed by a director or the secretary of a Member) a copy of the authority under which it is signed shall be in writing and shall:
38.1 be deposited at the League Office or with the Secretary no later than 48 hours prior to the time appointed for the commencement of the General Meeting which the person or persons named in the instrument propose to attend unless otherwise specified in the notice convening such General Meeting; or
38.2 in the case of a poll taken more than forty eight hours after it is demanded, be deposited as aforesaid after the poll has been demanded and before the time appointed for the taking of the poll; or
38.3 where the poll is not taken forthwith but is taken not more than forty eight hours after it was demanded, be delivered at the General Meeting at which the poll was demanded to the chair of the meeting or to the Secretary.
39. The chair of the meeting may in his or her discretion permit the appointment of a proxy other than as provided herein if the circumstances arise which prevent a Member attending a General Meeting.
Voting
40.1 A maximum of two Representatives or proxies of a Club shall be entitled to attend General Meetings but, in the event that more than one of such Representatives or proxies shall attend then, whilst such Representatives or proxies shall be entitled to speak, only the Representative present who is senior in order of priority in the notice referred to in Article 36.3 or, (if no Representative but more than one proxy is present), only the first named proxy shall be entitled to vote at such General Meeting on behalf of the Club.
40.2 Unless otherwise agreed by the Board or by a majority of the Members present at any General Meeting, no other Representative, proxy or any other person representing a Club shall be entitled to attend General Meetings and in any event such person, shall not be entitled to speak thereat unless invited to do so by the chair of the meeting.
41. A vote given or poll demanded by the Representative or proxy of a Member shall be valid notwithstanding the previous termination of the authority of the person
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voting or demanding a poll unless notice of such termination was received by the Company at the League Office (or at such other place at which the instrument of proxy was duly deposited) before the commencement of the General Meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the General Meeting or adjourned meeting) the time appointed for taking the poll.
Number and Appointment of Directors
42. The Board shall consist of not less than two Directors one of whom shall be the Chair and one of whom shall be the chief executive.
43. A Director need not hold any shares of the Company to qualify him as a Director but he shall be entitled to attend and speak at all General Meetings.
44. No person shall be appointed or re-appointed as Chair or as a Director except pursuant to a Resolution and unless:
44.1 such person is proposed by the Board and notice of intention to propose such person is included in the notice of the General Meeting at which the Resolution is to be proposed; or
44.2 where the General Meeting has already been convened, not less than fourteen and, where the General Meeting has not already been convened, not less than twenty two and, in any case not, more than thirty five clear days before the date appointed for a General Meeting, a notice signed by a Member has been given to the Company of the intention to propose that person for appointment or re-appointment; and
44.3 in each case, appointment or re-appointment has been or is endorsed by the Special Shareholder (such endorsement not to be unreasonably withheld, refused or delayed).
45. The terms and conditions relating to the appointment or re-appointment of (including the remuneration and other terms and conditions of service of) the Chair or any other Director, shall be determined by the Audit and Remuneration Committee.
46. Subject to the requirements of the Act, and without prejudice to any claim or rights in respect of any breach of contract between the Company and such person, the Members may by Resolution terminate the appointment of the Chair or of any Director (as the case may be).
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Powers of the Board
47. Subject to the Memorandum and the Articles the affairs of the Company shall be managed by the Board subject always to any directions from time to time given and any policy resolved upon by the Members in General Meeting.
48. The Board shall:
48.1 manage the affairs of the Company including the operation of the League and the operation and implementation of the Rules;
48.2 exercise all powers of the Company but subject always to such powers of supervision and policy direction as the Members in General Meeting may from time to time exercise or give;
48.3 take such executive steps as it considers necessary to give effect to any policy resolved upon by the Members in General Meeting;
48.4 make such recommendations to the Members on such matters of importance to the Company as it considers appropriate; and
48.5 subject to the provisions of the Articles and the Act, determine any and all matters of procedure to be followed by the Company.
49. The Board shall not in relation to any dealings relating to television, broadcasting, sponsorship or like transactions or other matters materially affecting the commercial interests of the Members enter into any contract or agreement or conduct themselves in any way as would bind the Company to any contract or agreement without the prior authority or approval by Resolution of the Members.
50. No alteration of the Memorandum or the Articles nor any direction of the Members shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given.
Delegation of the Board’s Powers
51. Subject to the Articles, the Directors may delegate any of the powers which are conferred on them under the Articles and which are not specifically reserved to the Directors only:
51.1 to such person or committee;
51.2 by such means (including by power of attorney);
51.3 to such an extent;
51.4 in relation to such matters or territories; and
51.5 on such terms and conditions,
as they think fit.
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52. If the Directors so specify, any such delegation may authorise further delegation of the Directors’ powers by any person to whom they are delegated. The Directors may revoke any delegation in whole or part, or alter its terms and conditions.
53. Committees to which the Directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the Articles which govern decision making by Directors.
54. Subject always to Article 53, the Directors may make rules solely in relation to procedure for all or any committees, which prevail over rules of procedure derived from the Articles if they are not consistent with them.
Borrowing Powers
55. The Board may with the prior approval or authority of a Resolution exercise all the powers of the Company to borrow or raise money and to mortgage or charge its assets and, subject to Section 80 of the Act, to issue debenture stock and other debt securities as security for any debt, liability or obligation of the Company or of any third party.
Disqualification and Removal of Directors
56. The office of a Director shall be vacated upon the happening of any of the following events:
56.1 if he resigns his office by notice in writing under his hand to the Secretary sent to or left at the League Office;
56.2 if he becomes bankrupt or makes any arrangement or composition with his creditors generally;
56.3 if he is, or may be, suffering from mental disorder and either:
56.3.1 he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1984; or
56.3.2 an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs;
56.4 if he dies;
56.5 if he ceases for any cause to hold office as Chair or chief executive; or
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56.6 if he ceases to be a Director by virtue of any provision of the Act or becomes prohibited bylaw from being a director.
57.1 In the event of a vacancy occurring on the Board, the continuing Director(s) shall forthwith convene a General Meeting for the purpose of appointing a Director to fill that vacancy and may appoint as a Director a person who is willing to act including as acting Chair. An acting Director so appointed shall hold office until the General Meeting convened as aforesaid shall be held and if not reappointed thereat shall vacate office at the conclusion thereof.
57.2 Pending such General Meeting an acting Chair or other Director (as the case may be) appointed as aforesaid shall be treated as and shall have all the powers and duties of the Chair or Director (as the case may be) for all the purposes of the Articles.
Directors’ Expenses
58. A Director and any person appointed by the Board under Article 51 may be paid all reasonable travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of the Board or otherwise in connection with the discharge of their duties.
Directors’ Interests
59. Subject to the provisions of the Act and provided that he has disclosed to the Members the nature and extent of any material interest which he has, and obtained the consent of the Members by Resolution, a Director notwithstanding his office:
59.1 may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;
59.2 may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and
59.3 shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
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60. For the purpose of Article 59:
60.1 a general notice given to the Members that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified; and
60.2 an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
Proceedings of the Board
61. Subject to the provisions of the Articles and the Rules, the Board may regulate its proceedings as it thinks fit. A Director may, and the Secretary at the request of a Director shall, call a meeting of the Board. Any question arising at a meeting of the Board on which the Directors are not unanimous shall be referred to the Members at the next General Meeting.
62. The quorum for the transaction of the business of the Board shall be whichever number is required for a majority of Directors to be in attendance.
63. If the number of Directors is less than two, the continuing Director may act only for the purpose of calling a General Meeting or for the purposes referred to in Article 57.1.
64. The Chair shall be the chair of all meetings of the Board or in his or her absence one of the Directors present.
65. All acts done by a meeting of the Board, or by a person acting as a Director (as provided by the Articles) shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of the Director or such other person or that any of them was disqualified from holding office, or if a Director, had vacated office, or was not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and, if a Director, had continued to be a Director and had been entitled to vote.
66. A resolution in writing signed by the Directors shall be as valid and effective as if it had been passed at a meeting of the Board and may consist of several documents in the like form each signed by one of the Directors.
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67. Without prejudice to Article 66, a meeting of the Board may consist of a conference between the Directors who are not in one place, but where each is able (directly or by telephonic communication) to speak to the other, and to be heard by the other simultaneously. A Director taking part in such a conference shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. In relation to any meeting of the Board reference to the word “meeting” in the Articles shall be construed accordingly.
68. Unless authorised by a Resolution to do so, a Director shall not vote at any meeting of the Board or on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the Company but shall nevertheless be counted in the quorum of Directors present at that meeting.
Secretary
69. Subject to the provisions of the Act, the Secretary shall be appointed by the Board subject to ratification by the Members in General Meeting for such term, at such remuneration and upon such terms and conditions as the Board thinks fit and any Secretary so appointed may be removed by the Board or by Resolution of the Members.
Minutes
70. The Board shall cause minutes to be made in books kept for the purpose of all proceedings at General Meetings, of all Resolutions passed by the Members and of all meetings of the Board, including the names of the Directors present at each of such Board meetings. The Board shall cause all such minutes to be circulated to Members within fourteen days of the date of any such meeting.
Execution of Documents
71. The Seal shall only be used pursuant to the authority of the Board. The Board may determine who shall sign any instrument to which the Seal is affixed and unless otherwise so determined it shall be signed by the two Directors or one Director and the Secretary. Any document signed by two Directors or one Director and the Secretary or one Director in the presence of a witness who attests the signature and expressed (in whatever form of words) to be executed by the Company has the same effect as if executed under the Seal.
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Dividends
72.1 No dividend shall be declared or paid in respect of any share except pursuant to a Resolution in General Meeting.
72.2 For the avoidance of doubt, Article 72.1 shall not affect the provisions relating to payments to Members in respect of broadcasting or sponsorship or other income received by the Company which shall be as laid down from time to time in the Rules and which shall be implemented by the Board in accordance with the Rules.
Accounts
73. No member or other person has any right to inspect any accounting record or book or document of the Company unless:
73.1 he is entitled by law;
73.2 he is authorised to do so by the Board; or
73.3 he is authorised to do so by a Resolution.
Notices
74.1 A notice calling a meeting of the Board need not be in writing.
74.2 Any other notice to be given to or by any person pursuant to the Articles shall be in writing.
75. Any notice or other document may be served or delivered by the Company on or to any Member or any Director either personally, or by sending it by post addressed to the Member or Director at his registered address or by facsimile transmission or electronic mail or other instantaneous means of transmission to the number or other transmission address or identification provided by the Member or the Director for this purpose, or by leaving it at its registered address addressed to the Member or the Director, or by any other means authorised in writing by the Member or Director concerned.
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76. Any notice or other document, which is sent by post, shall be deemed to have been served or delivered twenty four hours after posting and, in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post. Any notice or other document left at a registered address otherwise than by post, or sent by facsimile transmission or electronic mail or other instantaneous means of transmission, shall be deemed to have been served or delivered when it was left or sent.
77. Without prejudice to the provisions of Article 76 relating to service or delivery of any notice or document any notice or document not posted or delivered personally shall also be confirmed by sending or delivering a copy thereof by post or personally as provided in Article 75 but so that, in any such case, the accidental omission to so post or serve the same or non receipt of the same shall not invalidate the due service or delivery of the notice or other document in question.
78. A Member present, either by Representative or by proxy, at any General Meeting shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
79. A notice may be given by the Company to a Successor of a Member in consequence of the insolvency, administration or receivership of a Member, by sending or delivering it, in any manner authorised by the Articles for the giving of notice to a Member, addressed to the Member by name or to the Successor at the address, if any, within the United Kingdom supplied for that purpose by the Successor. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the insolvency, administration or receivership had not occurred.
Rules of The Football Association
80. The Company shall adhere to and comply with the Football Association Rules.
Winding Up
81. On the winding-up of the Company the surplus assets shall be applied first, in repaying to the Members the amount paid on their shares respectively and, if such assets shall be insufficient to repay the said amount in full, they shall be applied rateably.
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82. If the surplus assets shall be more than sufficient to pay to the Members the whole amount paid upon their shares, the balance shall be paid over to The Football Association Benevolent Fund or to such other charitable or benevolent object connected with Association Football as shall be determined by Resolution at or before the time of winding-up and approved by The Football Association.
Indemnity
83. Subject to the provisions of the Act, but without prejudice to any indemnity to which a Director may otherwise be entitled, every Director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.
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Miscellaneous
Points Based System
Governing Body Endorsement Requirements for Players
2019/2020 Season
Introduction
The purpose of this document is to explain how football clubs in England and Welsh clubs with membership of the Premier League or English Football League seek to obtain Governing Body Endorsements (where necessary) from The FA for individual players under Tiers 2 (Sportsperson) and 5 (Temporary Worker — Creative and Sporting) of the Home Office Points Based System (“PBS”) for the 2019/2020 season.
Unless otherwise defined, capitalised terms are given the meanings set out in the Glossary.
Consultation
The criteria set out in this document have been agreed by the Home Office following consultation between the Stakeholders.
Duration
The criteria set out in this document will apply for the 2019/2020 season and will be effective from 1 May 2019 through to 30 April 2020. The criteria will be reviewed in early 2020 in order that revised criteria may be issued by 1 May 2020 to operate for season 2020/21.
Glossary
Aggregated FIFA World Rankings means the aggregated rankings list for senior men’s international teams over the Reference Period that are published by The FA on a monthly basis following publication of the FIFA World Rankings. This list is available on www.thefa.com.
Available Minutes means the total number of minutes (excluding any periods(s) of injury or added time) played by the player’s club in its domestic league competition. For the avoidance of doubt, all minutes played by a club in competitions other than its domestic league competition are to be excluded.
Certificate of Sponsorship means a certificate assigned to a non-EU/EEA player by a club following the granting of a GBE for that player by The FA. Such a certificate will quote a unique reference number that links to information held by the Home Office about the individual’s job and personal details.
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Competitive International Match means any match played in the following tournaments:
· FIFA World Cup Finals;
· FIFA World Cup Qualifying Groups;
· FIFA Confederations Cup; and
· Continental Cup Qualifiers and Finals, including but not limited to:
· UEFA European Championships and Qualifiers;
· UEFA Nations League;
· CAF African Cup of Nations and Qualifiers;
· AFC Asia Nations Cup and Qualifiers;
· CONCACAF Gold Cup;
· CONCACAF Copa Caribe;
· UNCAF Nations Cup;
· CONMEBOL Copa America; and
· OFC Nations Cup.
Continental Competition means any of the following tournaments:
· the UEFA Champions League;
· the UEFA Europa League; and
· the Copa Libertadores de América.
Cumulative Total Score means the cumulative total of any points that a player may score under the Part A objective criteria added to the points that a player may score under the Part B objective criteria (as set out in Appendix 1). For the avoidance of doubt, Cumulative Total Score shall not include any points that have been duplicated across Part A and Part B.
FIFA means the Fédération Internationale de Football Association.
FIFA World Rankings means the rankings for senior international men’s teams published on the FIFA website (these rankings can currently be found at http://www.fifa.com/fifa-world-ranking/ranking-table/men/).
Governing Body Endorsement or GBE means an endorsement issued by The FA to a club for a non-EU/EEA elite player who is internationally established at the highest level, whose employment will make a significant contribution to the development of football at the highest level in England.
Home Associations means The Scottish Football Association, the Football Association of Wales and The Irish Football Association.
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Home Office means the department of the UK government responsible for immigration, counter-terrorism, police, drugs policy, and related science and research.
National Association means a football association that is a member of and recognised by FIFA.
Qualifying Transfers means all transfers to Premier League clubs in the previous season in respect of players submitted on Premier League squad lists. The Qualifying Transfers value will be provided by The FA directly to The Premier League and The English Football League prior to each season and will remain in force for the duration of that season.
Qualifying Wages means the basic wages paid to the top 30 earners in each Premier League club at the end of the season prior to the date of the application. The value of Qualifying Wages will be provided by The FA directly to The Premier League and The English Football League prior to each season and will remain in force for the duration of that season.
Reference Period means the twenty four (24) month period immediately preceding the date of the application for a Governing Body Endorsement unless the player is twenty one (21) or under at the time of the application for a Governing Body Endorsement when the reference period is reduced to the immediately preceding twelve (12) month period.
Relevant Interested Parties means an appropriate representative of the either The Premier League or The English Football League (depending on the league in which the player plays) and the Professional Footballers’ Association.
Required Percentage means:
· for National Associations ranked between 1 and 10 of the Aggregated FIFA World Rankings, 30% and above;
· for National Associations ranked between 11 and 20 of the Aggregated FIFA World Rankings, 45% and above;
· for National Associations ranked between 21 and 30 of the Aggregated FIFA World Rankings, 60% and above; and
· for National Associations ranked between 31 and 50 of the Aggregated FIFA World Rankings, 75% and above.
Secondary League means:
· the 2 European leagues which are not Top Leagues but provide the next most players to the top twenty (20) squads in the Aggregated FIFA World Rankings at the relevant point in time; and
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· the Central and South American league which is not a Top League but which provides the third most players to the top twenty (20) squads in the Aggregated FIFA World Rankings at the relevant point in time.
A list setting out the Secondary Leagues will be published on The FA website prior to each season and this list will remain in place for the duration of the season.
Secondary Percentage means:
· for National Associations ranked between 1 and 10 of the Aggregated FIFA World Rankings, 25% and above;
· for National Associations ranked between 11 and 15 of the Aggregated FIFA World Rankings, 30% and above;
· for National Associations ranked between 16 and 20 of the Aggregated FIFA World Rankings, 40% and above;
· for National Associations ranked between 21 and 25 of the Aggregated FIFA World Rankings, 45% and above;
· for National Associations ranked between 26 and 30 of the Aggregated FIFA World Rankings, 55% and above;
· for National Associations ranked between 31 and 50 of the Aggregated FIFA World Rankings, 60% and above; and
· for National Associations ranked between 51 and 60 of the Aggregated FIFA World Rankings, 75% and above.
Sponsor means a Premier League or English Football League club which has satisfied the Home Office criteria to assign Certificates of Sponsorship.
Stakeholders means The FA, The Premier League, The English Football League, The Professional Footballers’ Association and the Home Associations.
The English Football League means The English Football League Limited, a company incorporated in England and Wales with registered number 00080612 and whose registered office is at 10 – 12 West Cliff, Preston, PR1 8HU.
The FA means The Football Association Limited, a company incorporated in England and Wales with registered number 00077797 and whose registered office is at Wembley Stadium, Wembley, London HA9 0WS, designated for these purposes as the “recognised governing body” which shall be represented by the Head of Player Status and Competitions or their nominee.
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The Premier League means The Football Association Premier League Limited, a company incorporated in England and Wales with registered company number 02719699 and whose registered office is at 30 Gloucester Place, London W1U 8PL.
The Professional Footballers’ Association means The PFA, a company incorporated in England and Wales with registered company number 01088411 and whose registered office is at 20 Oxford Court, Manchester M2 3WQ.
Top League means:
· the six (6) European leagues which provide the most players to the top 20 squads in the Aggregated FIFA World Rankings at the relevant point in time; and
· the two (2) Central and South American leagues which provide the most players to the top twenty (20) squads in the Aggregated FIFA World Rankings at the relevant point in time.
A list setting out the Top Leagues will be published on The FA website www.thefa.com prior to each season and this list will remain in place for the duration of the season.
Transfer Fee means the fixed, guaranteed element of a transfer fee (if applicable) and is taken from the transfer fee submitted by the club to The FA. For the avoidance of doubt, free transfers, players for whom the transfer fee consists of only training compensation and swap or multi-player deals are to be disregarded when calculating the transfer fee.
Unavailable for Selection means the player was not available to play due to injury or suspension and written evidence supporting this, setting out the games missed and the reason(s), has been provided by the player’s National Association or club doctor to The FA. For the avoidance of doubt, a player may not be classed as injured (and therefore Unavailable for Selection) if he was listed as a substitute in a match and was not used. Such matches may be counted as non-appearances when calculating the Required Percentage.
Wages means the fixed, guaranteed element of the wages payable to the player and the figure is taken from the contract submitted by the applicant club to The FA. In the case of loan players, only the player’s wages for which the applicant club is liable will be assessed. Any element of the player’s full contractual wage which is to be met by his parent club is to be disregarded.
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1. GENERAL CONSIDERATIONS
1.1. Eligibility to become a Sponsor
In order to apply for a Governing Body Endorsement from The FA, an applicant club must hold a Sponsor’s licence under Tier 2 and/or Tier 5 of the PBS and thereby be eligible to assign Certificates of Sponsorship.
To be eligible to become a Sponsor and assign Certificates of Sponsorship a club must be a member of The Premier League or The English Football League. A Sponsor’s licence issued under Tier 2 or Tier 5 is valid for a period of 4 years, after which time it may be renewed. Clubs should note that a Sponsor’s licence may be revoked by the Home Office at any time if the Sponsor is seen to be failing in its compliance with its duties. Where a Sponsor’s licence is revoked, a player’s leave may be curtailed. This means that a player must make a change of employment application if he wishes to remain in the UK.
1.2. Certificates of Sponsorship
A Certificate of Sponsorship will be assigned to a player by the club once The FA has confirmed that the application on behalf of the player has satisfied the requirements for a GBE. Any Certificate of Sponsorship assigned to a player must be submitted to The FA by the applicant club.
1.3. Length of Season
For the purposes of the PBS, the playing season for this sport is from August to May. This may vary slightly from season to season depending on the arrangement of the first and last matches.
1.4. Period of Validity
A club can apply for a Governing Body Endorsement at any time during the season and any application will be considered against the criteria set out below. Clubs should take into consideration the fact that a Governing Body Endorsement for a player, once issued, must be presented to the Home Office as part of an application for entry clearance or leave within three months of a Certificate of Sponsorship being assigned to a player. A new Governing Body Endorsement will be required if the previous Governing Body Endorsement has expired.
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2. OBTAINING A GOVERNING BODY ENDORSEMENT UNDER THE PBS
2.1. Criteria under which a Governing Body Endorsement will automatically be granted
The FA will automatically grant a player a GBE under either Tier 2 or Tier 5 if the applicant club is able to show(1) that that player has participated in the Required Percentage(2) of senior Competitive International Matches(3) played by that player’s National Association during the Reference Period.
Notes:
(1) The applicant club must provide written confirmation setting out all matches (including Competitive International Matches, friendlies and any other international matches that the player was involved in) in which the player:
· took part;
· was Unavailable for Selection; and
· did not take part but was not Unavailable for Selection.
An applicant club should obtain such confirmation from the player’s National Association. If the relevant National Association is not able to confirm this, this fact should be confirmed by the applicant club to The FA. At which stage, The FA will seek to independently verify this information through its own sources. The responsibility lies with the applicant club to provide this information where it is able to do so. A decision will not be made until this process has been completed and any relevant supporting evidence is submitted.
(2) In calculating the Required Percentage, any Competitive International Matches for which the player was Unavailable for Selection are to be excluded.
(3) If less than 30% of a National Association’s matches during the Reference Period are Competitive International Matches, friendly matches will be included in the calculation.
2.2. Discretionary criteria under which a Governing Body Endorsement may be granted
If a player does not meet the automatic criteria set out above, an applicant club can request that an Exceptions Panel consider the player’s experience and value in order to determine whether a Governing Body Endorsement should nevertheless be granted.
The applicant club must make the request for an Exceptions Panel to the Player Status Department at The FA which will then appoint an Exceptions Panel in accordance with the below. Clubs should ensure that all evidence
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that they want to be considered in respect of the player is submitted in writing ahead of the determination by the Exceptions Panel.
2.2.1. The Exceptions Panel will be made up of three (3) members who will be appointed by The FA.
2.2.2. The three (3) member Exceptions Panel will be constituted as follows:
2.2.2.1. an independent, legally qualified Chair (“Chair”); and
2.2.2.2. two (2) additional independent panel members having relevant experience at the top level of the game (“Independent Members”), (who shall together be referred to as the “Panel Members”).
2.2.3. No individual who would objectively be considered to have a current association with the applicant club will be appointed to the Exceptions Panel.
2.2.4. In the event that a Panel Member(s) considers there to be an actual or perceived conflict of interest (whether or not an objection is raised by the applicant club) on the part of a Panel Member(s) (which for the avoidance of doubt can include themselves) where:
2.2.4.1. this relates to an Independent Member(s), the Panel Member(s) must declare this to the Chair; and
2.2.4.2. this relates to the Chair, this must be declared to The FA.
In either case, this must be declared at the earliest opportunity and, in any event, in advance of determination of the case.
2.2.5. The applicant club will be informed of the membership of the Exceptions Panel at the earliest opportunity in advance of the Exceptions Panel sitting to decide the case. An applicant club may challenge the appointment of any Panel Member if circumstances exist which give rise to an actual or perceived conflict of interest on the part of that Panel Member. If a club intends to challenge the appointment of a Panel Member, the club must declare this at the earliest opportunity and, in any event, before the Exceptions Panel sits to determine the player’s application.
2.2.6. Where the actual or perceived conflict under either 2.2.4 or 2.2.5 above relates to an Independent Member(s), the Chair will determine in his absolute discretion whether the relevant Independent Member(s) should be excluded from participating in the panel hearing and voting on the application. If the Chair decides in his absolute discretion that the Independent Member(s) cannot participate, the Chair will notify The FA of this and The FA
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will appoint a replacement Independent Member(s) who may also be challenged if there is a perceived or actual conflict of interest.
2.2.7. Where the actual or perceived conflict under either 2.2.4 or 2.2.5 above relates to the Chair, The FA will determine whether the Chair is eligible to participate and vote. If The FA determines that the Chair cannot participate, The FA will appoint a replacement Chair.
2.2.8. The FA will provide appropriate secretariat support.
2.2.9. The Exceptions Panel will consider the case following the procedures and guidance set out in Appendix 1 to this document.
2.2.10. Written submissions may be made by The FA or the Relevant Interested Parties in advance of the Exceptions Panel’s determination.
2.2.11. The Exceptions Panel can request any further information from the secretariat or the applicant club that it deems necessary in its absolute discretion in order to make its decision. If an Exceptions Panel meeting has been convened or is in progress when a request for further information is made, the Chair may adjourn the meeting to allow the information to be gathered. Where it is able to do so, the applicant club or the secretariat will supply the further information to the Exceptions Panel within a reasonable timescale.
2.2.12 The Exceptions Panel will make its decision based on the papers submitted to it. An oral hearing may be requested but clubs should be aware that the Exceptions Panel is likely to grant an application for an oral hearing in only the most exceptional circumstances and for those cases in respect of which it is persuaded are complex and which rely on elements falling for consideration at the subjective review stage (Appendix 1, Section 4). Requests for an oral hearing must be made at the same time as a club submits its application on behalf of the player to The FA and be accompanied by evidence which sets out why the club asserts an oral hearing is required.
2.2.13 The Exceptions Panel will make its decision by a simple majority with the Chair having a casting vote. All Exceptions Panel members must vote.
2.2.14 Written reasons for the decision will be supplied by the Exceptions Panel to the applicant club. An anonymised summary of each decision (in the format set out at Appendix 2) will be made available on a confidential basis to all Stakeholders. The Stakeholders may make these summaries available to assist applicant clubs.
If a club has made an application that was unsuccessful following a decision of the Exceptions Panel, a further Exceptions Panel cannot be requested
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for the same player by the same club within four (4) months of the original Exceptions Panel date.
2.3 Other requirements of the PBS
Please note that, in order to secure leave to remain under Tiers 2 and 5 of the PBS, in addition to securing a GBE and being assigned with a Certificate of Sponsorship, an individual will also have to meet any other criteria as set by the Home Office. For example, applications under Tier 2 will have to be supported by evidence that the player has met the English language requirement set by the Home Office.
3. CONSIDERATIONS ONCE A GOVERNING BODY ENDORSEMENT HAS BEEN GRANTED
3.1 Length of issue
Governing Body Endorsements can only be issued for the following periods:
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Tier 2 (Sportsperson)
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Tier 5 (Temporary Worker -
Creative and Sporting)
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Initial Application
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The shorter of:
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The shorter of:
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· three (3) years; OR
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· twelve (12) months; OR
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· the length of the player’s contract.
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· the length of the player’s contract
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Extension
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The shorter of:
· three (3) years; OR
· the length of the player’s contract.
|
|
If the initial application was granted for less than twelve (12) months, an in country extension can be granted to top up the period to twelve (12) months in total. For example, a player granted a six (6) month approval can apply for an extension in country of up to another six (6) months. If a club wishes to employ a player for a period of longer than twelve (12) months, the player has to return overseas to make a new application and obtain entry clearance for a further twelve (12) month period under Tier 5.
|
3.2 Extension Applications
If a club wishes to retain the services of a player beyond the period of his GBE, the club must submit a new application before the player’s leave to remain expires. If the player satisfies the automatic criteria for endorsement (as set out at 2.1 above), a GBE will be granted. If the automatic criteria (at 2.1) are not satisfied, the club must submit a summary of the player’s domestic club appearances over the previous 12 months as well as any other information which the club deems to be relevant to its application. The FA will then consult with Relevant Interested Parties by email and
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in doing so will provide any details put forward by the club in support of the application. When considering the application and deciding whether the application should be granted, The FA and the Relevant Interested Parties shall consider the information put forward by the club as well as any other information which they deem to be relevant in their absolute discretion which indicates whether the player remains of sufficient quality to be awarded a GBE. If a majority of The FA and the Relevant Interested Parties recommend that a GBE should be granted, a GBE will be issued. If a majority recommendation for approval is not given, a GBE will not be granted and the club will have no further recourse to an Exceptions Panel under the discretionary criteria (at 2.2 above).
3.3 Switching from Tier 5 to Tier 2 of the PBS
A player can enter under Tier 5 (if he is unable to meet the English language requirement set by the Home Office) and then apply in country (provided this is within the first 12 months) to switch to Tier 2 once he has passed the English language test. To do this, the club will need to submit a new application for a GBE so that a new Certificate of Sponsorship under Tier 2 can be assigned by the club. The new application will need to be supported by a notification of pass or pass certificate at the agreed level from an accredited English Language Test Centre.
Where a player wishes to switch from Tier 5 to Tier 2 and satisfies the automatic criteria for endorsement (as set out at 2.1 above) at the time at which the application to switch is made, a GBE will be granted. Where the player does not meet the automatic criteria (at 2.1), the club must submit a summary of the player’s domestic club appearances over the previous 12 months as well as any other information which the club deems to be relevant to its application. The FA will then consult with Relevant Interested Parties by email and in doing so will provide any details put forward by the club in support of the application. When considering the application and deciding whether the application should be granted, The FA and the Relevant Interested Parties shall consider the information put forward by the club as well as any other information which they deem to be relevant in their absolute discretion which indicates whether the player remains of sufficient quality to be awarded a GBE. If a majority of The FA and the Relevant Interested Parties recommend that a GBE should be granted, a GBE will be issued. If a majority recommendation for approval is not given, a GBE will not be granted and the club will have no further recourse to an Exceptions Panel under the discretionary criteria (at 2.2 above).
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3.4 Change of club
A club wishing to sign a player who has been granted a Governing Body Endorsement through another club must submit a new application for a GBE to The FA. If the player meets the automatic criteria (as set out at 2.1 above), a GBE will be granted. Where the player does not meet the automatic criteria (at 2.1), the club must submit a summary of the player’s domestic club appearances over the previous 12 months as well as any other information which the club deems to be relevant to its application. The FA will at that stage consult with Relevant Interested Parties by email and in doing so will provide any details put forward by the club in support of the application. When considering the application and deciding whether the application should be granted, The FA and the Relevant Interested Parties shall consider the information put forward by the club as well as any other information which they deem to be relevant in their absolute discretion which indicates whether the player remains of sufficient quality to be awarded a GBE. If a majority of The FA and the Relevant Interested Parties recommend that a GBE should be granted, a GBE will be issued. If a majority recommendation for approval is not given, a GBE will not be granted and the club will have no further recourse to an Exceptions Panel under the discretionary criteria (at 2.2 above).
3.5 Temporary transfer of player’s registration (loans)
For the purpose of a Governing Body Endorsement, loans are defined as temporary transfers which do not extend beyond the end of the season in which the registration is temporarily transferred. Loans are only permissible within the player’s current period of approval and should not be used to avoid making extension or change of employment applications.
3.5.1 Temporary transfer to another club
If a player on a Certificate of Sponsorship is moving to another club either in the UK or abroad on a loan basis, the player’s parent club must notify the Home Office of the temporary transfer and change of location via the Sponsor Management System.
For the duration of the loan period, the loaning club retains overall responsibility for the player as his employer and Sponsor and the player is granted permission to move temporarily under the provisions of his current leave, provided that the Certificate of Sponsorship assigned by the loaning club is valid for the duration of the loan period. This means that where the loan is to another club
560
within England, neither the parent club nor the loanee club has to submit a new application for a GBE to The FA. Where the loan is to a club within another Home Association, the player will have to satisfy that Home Association’s governing body endorsement process.
When the player returns to his parent club after the loan period, the player does not need to be assessed again against the entry criteria and may simply resume his employment with his original club (provided that his Governing Body Endorsement remains valid beyond the date of his return), on the basis that the player has an existing Certificate of Sponsorship and has already met the entry requirements at the beginning of his employment with that club.
3.5.2 Making a temporary transfers permanent
Where the temporary transfer is to another club within England, if the loan is later made permanent, the new club will, at that time, have to make a fresh application for a GBE on behalf of the player. Clubs should note that the new application for a GBE and Certificate of Sponsorship must be fully completed before the player can play as a permanent employee of the new club.
3.5.3 Temporary transfer from a club outside England to a club within England
Any player joining an English club on loan from a club outside of England (including the Home Associations) must meet the requirements for either automatic or discretionary endorsement (as set out 2.1 and 2.2 above) and therefore an application must be submitted to The FA.
3.6 Discrepancies between the evidence submitted in support of a GBE application and the information contained within the contract documentation subsequently submitted to The FA
Where a club obtains a GBE for a player but subsequently submits to The FA as part of the registration process documentation which contains different information (for example different wages and/or transfer fee) from that submitted as part of the GBE application process, The FA reserves the right to refer the case back to an Exceptions Panel and ultimately to inform the Home Office who may curtail the player’s right to work in the UK. For cases that are referred back to an Exceptions Panel, the Exceptions Panel will conduct a fresh determination of the club’s application taking into account
561
the new information. The club will be entitled to submit new evidence to this panel and will be required to pay a further fee.
3.7 Contract changes or re-negotiation during the period of approval
Where a club wishes to make significant changes to the terms and conditions of the player’s contract, for instance to improve his salary or length of contract part-way through his period of endorsement, the club must notify the Home Office of this via the Sponsor Management System.
If the Home Office confirms that a new application is required and the player satisfies the automatic criteria for endorsement (as set out at 2.1 above), a GBE will be granted. If the automatic criteria (at 2.1) are not satisfied, the club must submit a summary of the player’s domestic club appearances over the previous 12 months as well as any other information which the club deems to be relevant to its application. The FA will at that stage consult with Relevant Interested Parties by email and in doing so will provide any details put forward by the club in support of the application. When considering the application and deciding whether the application should be granted, The FA and the Relevant Interested Parties shall consider the information put forward by the club as well as any other information which they deem to be relevant in their absolute discretion which indicates whether the player remains of sufficient quality to be awarded a GBE. If a majority of The FA and the Relevant Interested Parties recommend that a GBE should be granted, a GBE will be issued. If a majority recommendation for approval is not given, a GBE will not be granted and the club will have no further recourse to an Exceptions Panel under the discretionary criteria (at 2.2 above).
3.8 Ceasing the employment of a player
If a club prematurely ceases to employ a player who has a Certificate of Sponsorship, the club must inform the Home Office.
3.9 Trial arrangements
Governing Body Endorsements will not be issued to clubs for the purpose of having players to trial with them. Clubs may wish to approach the UK Visas and Immigration (UKVI) contact centre on 0300 123 2241 for further information should they wish to consider taking a non-European Economic Area (EEA) player on trial.
562
4. FEES
An administration fee of £500 plus VAT will be charged for each application for a GBE. The cost of referring an application to an Exceptions Panel will be £5,000 plus VAT to cover the costs of the Exceptions Panel. Payment of any sums due to The FA in connection with a GBE application must be made no later than 14 days after the date on which a decision is communicated to the club. Each club is to meet its own costs.
5. STATUS OF GUIDANCE
This guidance should be used in conjunction with the relevant advice issued by the Home Office. The FA is not registered to give advice on immigration routes or processes or to advise on an individual’s immigration status. Information on aspects of immigration policy and law can be found on the Home Office website at www.gov.uk/browse/visas-immigration or you may wish to seek advice from an Office of the Immigration Services Commissioner (OISC) registered advisor or someone who is otherwise exempt from such a registration requirement, for example, a qualified solicitor.
Clubs are advised to allow sufficient time for entry clearance or leave to remain to be granted. The time taken may vary depending upon where the player is making his application from. A guide to visa processing times is available on the Home Office website at: www.gov.uk/visa- processing-times. Please note that an individual’s personal and immigration history may be taken into account when their application is being considered.
6. FURTHER INFORMATION
This guidance is available on The FA website at the following link:
http://www. thefa.com/football-rules-governance/more/player-registrations.
563
7. CONTACTS
For any queries regarding the Governing Body Endorsement criteria or to discuss the application process for football, please contact:
Freddie Carter
Player Status Department
The Football Association
Wembley Stadium
PO Box 1966
London
SW1P 9EQ
Tel: 0844 980 8200 # 4818
Mob: 07777 316 6606
Email: Freddie.Carter@thefa.com
Please note that if your query extends beyond football and into immigration, you will be directed to the Home Office.
8. HOME OFFICE HELP
If you are an employer or Sponsor and have a general query about the Sponsor application process or for specific enquiries regarding individual applications or about the migrant application process, please contact UK Visas and Immigration (UKVI) on 0300 123 2241.
For any technical problems with the Sponsor Management System (SMS), please call the SMS helpline on 0114 207 2900.
564
Appendix 1:
Exceptions Panel Procedures
1. INTRODUCTION
The Exceptions Panel will review the information submitted in respect of the player by the club to The FA and any other information which it considers to be relevant in its absolute discretion in accordance with the below review criteria. For the avoidance of doubt, the Exceptions Panel is under no obligation (in any circumstances, including cases where the points threshold is exceeded) to recommend that a Governing Body Endorsement be issued. The Exceptions Panel may take into account any circumstances or facts which it determines, in its absolute discretion, are relevant to its decision in respect of whether to recommend that a GBE is granted. The final decision regarding whether to recommend that a GBE be granted rests with the Exceptions Panel.
2. REVIEW PROCESS
In determining whether a GBE should be awarded, the Exceptions Panel will carry out a mixed objective and subjective review in accordance with the below review process.
Other than in exceptional cases, the Exceptions Panel will consider each application on the basis of the papers presented to it. An applicant club is permitted to request that the Exceptions Panel hear oral submissions but the Exceptions Panel is under no obligation to do so. Clubs should be aware that the Exceptions Panel is likely to grant an application for an oral hearing in only the most exceptional circumstances and for those cases in respect of which it is persuaded are complex and which rely on elements falling for consideration at the subjective review stage (Appendix 1, Section 4).
The review process to be undertaken by the Exceptions Panel is as follows:
1. The player is considered against the objective criteria set out at Part A below.
2. If the player scores 4 points or more against the objective Part A criteria, the Exceptions Panel shall immediately move on to conduct a subjective review of the information presented by the club and any other information which it considers to be relevant in its absolute discretion in respect of the player.
565
3. If the player scores fewer than 4 points against the objective Part A criteria, the Exceptions Panel shall consider the player against the objective criteria set out at Part B below.
4. Once the club’s application has been considered against the objective Part B criteria, the Exceptions Panel shall move on to conduct a subjective review of the information presented by the club and any other information which it considers to be relevant in its absolute discretion in respect of the player.
3. OBJECTIVE CRITERIA
If a player meets any of the criteria set out in the first column, he will be awarded the number of points set out in the second column. Points will only be awarded in the circumstances identified and the Exceptions Panel will not duplicate points across Part A and Part B. For example, a player who scores points in respect of his Transfer Fee at Part A will be not be permitted to also score points in respect of his Transfer Fee at Part B (if necessary).
Part A Objective Criteria
|
Criteria
|
|
Points
|
|
The value of the Transfer Fee being paid for the player is above the 75th percentile of Qualifying Transfers(1).
|
|
3 points
|
|
|
|
|
|
The value of the Transfer Fee being paid for the player is between the 50th and 75th percentile (inclusive) of Qualifying Transfers(1).
|
|
2 points
|
|
|
|
|
|
The Wages being paid to the player by the applicant club are above the 75th percentile of Qualifying Wages.
|
|
3 points
|
|
|
|
|
|
The Wages being paid to the player by the applicant club are between the 50th and 75th percentile (inclusive) of Qualifying Wages.
|
|
2 points
|
|
|
|
|
|
The player’s current club is in a Top League and the player has played in 30% or more of the Available Minutes.
|
|
1 point
|
|
|
|
|
|
The player’s current club has played in the group stages or onwards of a Continental Competition within the last 12 months and the player has played in 30% or more of the Available Minutes.
|
|
1 point
|
566
Part B Objective Criteria
|
Criteria
|
|
Points
|
|
|
The value of the Transfer Fee being paid for the player is within 20% of the 50th percentile of Qualifying Transfers(1).
|
|
1 point
|
|
|
|
|
|
|
|
Players(2) for whom no transfer fee is payable who have been ascribed a virtual transfer value (on such basis and in such amount as the Exceptions Panel deems to be appropriate in its absolute discretion) which exceeds the value which is 20% below the 50th percentile of Qualifying Transfers
|
|
1 point
|
|
|
|
|
|
|
|
The Wages being paid to the player by the applicant club are within 20% of the 50th percentile of Qualifying Wages.
|
|
1 point
|
|
|
|
|
|
|
|
The player’s current club is in a Secondary League and the player has played in at least 30% of the Available Minutes.
|
|
1 point
|
|
|
|
|
|
|
|
The player’s current club has played in the final qualification rounds of a Continental Competition within the last 12 months and the player has played in at least 30% of the Available Minutes.
|
|
1 point
|
|
|
|
|
|
|
|
The applicant club is able to show(3) that the player has participated in the Secondary Percentage(4) of senior Competitive International Matches(5) played by that player’s National Association during the Reference Period.
|
|
1 point
|
|
|
|
|
|
|
|
OR
|
|
|
|
|
|
|
|
|
|
The player’s National Association was a semi-finalist in the Asian Cup or African Cup of Nations in the immediately preceding 12 months of the date of the application for a GBE.
|
|
|
|
|
|
|
|
|
|
If the National Association is ranked outside the top 60 in the FIFA Aggregated World Rankings at the time of the application, the club must be able to show(3) that the player participated in 75% or more(4) of the Competitive International Matches(5) played by the National Association during the Reference Period.
|
|
|
|
Notes:
(1) No points will be awarded for players for whom no transfer fee is payable at the time an application for a GBE is made for that player. This includes (but is not limited to) players transferring on a free transfer and players for whom a transfer fee has previously been paid but that player has been sent out on loan and is returning to their parent club.
(2) Players registering with a club on loan or for whom a transfer has previously been completed (regardless of whether a transfer fee was paid or not) but that player has been sent out on loan and is returning to their parent club cannot be ascribed a virtual transfer fee.
567
(3) The applicant club must provide written confirmation setting out all matches (including Competitive International Matches, friendlies and any other international matches that the player was involved in) in which the player:
· took part;
· was Unavailable for Selection; and
· did not take part but was not Unavailable for Selection.
An applicant club should obtain such confirmation from the player’s National Association. If the relevant National Association is not able to confirm this, this fact should be confirmed by the applicant club to The FA. At this stage, The FA will seek to independently verify this information through its own sources. The responsibility lies with the applicant club to provide this information where it is able to do so. A decision will not be made until this process has been completed and any relevant supporting evidence is submitted.
(4) In calculating the Secondary Percentage (or other relevant percentage), any Competitive International Matches for which the player was Unavailable for Selection are to be excluded.
(5) If fewer than 30% of a National Association’s matches during the Reference Period are Competitive International Matches, friendly matches will be included in the calculation.
4. SUBJECTIVE REVIEW
Where a player scores 4 points or more by reference to the Part A objective criteria; or following any consideration of a club’s application under the Part B objective criteria (regardless of points scored), the Exceptions Panel will then conduct a subjective review of the information presented by the club and any other information which it considers to be relevant in its absolute discretion in respect of the player in order to determine whether the player is of sufficient quality to justify it recommending that a GBE be awarded. As has been set out above at paragraph 2.2, clubs should ensure that all evidence that they want to be considered in respect of the player is submitted in writing ahead of the determination by the Exceptions Panel.
568
Examples of matters which the Exceptions Panel may take into account when conducting the subjective review include but are not limited to:
· If applicable, the fact that the player satisfies or partially satisfies some of the automatic criteria for a Governing Body Endorsement (as set out under 2.1 (Criteria under which a Governing Body Endorsement will automatically be granted)), as well as the extent to which the player exceeds or falls short of these criteria.
· The reasons why the automatic criteria (as set out under paragraph 2.1 (Criteria under which a Governing Body Endorsement will automatically be granted) above) were not met.
· Against which objective criteria (whether Part A or Part B objective criteria) points have been scored and how many points have been scored.
· The extent to which the player exceeds either the Part A or Part B objective criteria that he has met or falls short of either the Part A or Part B objective criteria he does not meet.
5. OUTCOME
If a player scores 4 points or more by reference to the Part A objective criteria or a Cumulative Total Score of 5 points of more under the Part A and Part B objective criteria, the Exceptions Panel may grant a GBE, but is under no obligation to do so. The Panel is entitled to consider, as part of its subjective review, any other circumstances or facts which it deems to be relevant in its absolute discretion in deciding whether to recommend that a GBE is awarded.
If a player scores fewer than 4 points by reference to the Part A objective criteria and a Cumulative Total Score of fewer than 5 points under the Part A and Part B objective criteria, the Exceptions Panel is guided to refuse a GBE unless it is satisfied, following its subjective review, that the player is internationally established at the highest level and that his employment will make a significant contribution to the development of football at the highest level in England . In determining this, the Exceptions Panel may consider any other circumstances or facts which it deems to be relevant in its absolute discretion in deciding whether to recommend that a GBE is awarded.
569
Appendix 2:
Form in which decision summaries will be provided to Stakeholders
|
Criteria
|
|
Points
|
|
League in which the Applicant Club plays
|
|
|
|
|
|
|
|
League in which the Player currently plays
|
|
|
|
|
|
|
|
Age of the Player
|
|
|
|
|
|
|
|
Ranking of the Player’s National Association
|
|
|
|
|
|
|
|
Objective Criteria
|
|
|
|
|
|
|
|
Subjective Criteria
|
|
|
|
|
|
|
|
Any other information which was deemed relevant
|
|
|
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Constitution of The Professional Football Negotiating and Consultative Committee (England and Wales)
1. Title
The committee shall be called the Professional Football Negotiating and Consultative Committee (PFNCC).
2. Membership
The PFNCC shall consist of:
a) Four representatives from the Professional Footballers’ Association (the PFA);
b) Two representatives from The Football League Limited (the EFL);
c) Two representatives from The FA Premier League Limited (the PL);
d) One representative from The Football Association Limited (the FA);
e) The Chief Executive Officer (or equivalent) of each of the four bodies listed above, or their respective nominees, (and the PFA, EFL, PL and FA are together the Members and each a Member).
3. Terms of Reference
a) The PFNCC shall be the forum in which the Members consider matters relating to the employment of, and any associated rules and regulations relating to, those professional football players (Players) employed by clubs in membership of EFL and the PL (the Leagues), including (but not limited to):
i) standard terms and conditions for contracts of employment of Players (including contractual obligations, minimum pay, pension provision, treatment of benefits in kind and holidays);
ii) matters relating to health & safety of Players, and appropriate insurance arrangements;
iii) a code of practice for clubs and Players to abide by;
iv) minimum standards for the resolution of disputes between clubs and Players;
v) the effects of any applicable legislation.
b) No major changes in the regulations of the Leagues affecting a Player’s terms and conditions of employment shall take place without full discussion and agreement in the PFNCC.
c) The PFNCC can be used to facilitate consultation on any matter relating to professional football upon which any of the Members considers that the view of the PFNCC would be desirable to help further the best interests of the game.
571
4. Chair
a) The PFNCC shall appoint an independent chair.
b) In the event of the unavoidable absence of the independent chair, a meeting may be chaired by a Member of the PFNCC by agreement of all four Members.
c) The independent chair shall be appointed for a term of 3 years and no individual may serve more than 2 consecutive terms.
d) The independent chair shall retire at the July meeting next following their 75th birthday.
e) Clauses (c) and (d) shall not apply to the independent chair in post at the date of adoption of this revised constitution (the Current Chair). The Current Chair shall continue to hold office until 30th June 2019, whereupon he shall retire from office.
f) Any independent chair to be appointed after 30th June 2019 shall be permitted to attend meetings of the PFNCC prior to their appointment.
5. Secretary
a) The Chief Executive officer of the EFL and the Chief Executive of the PFA shall act as joint secretaries of the PFNCC.
b) The administration and secretarial services to be provided by the EFL.
6. Executive Officers
A senior executive officer of each of the Members shall meet as and when necessary and in any event shall meet before any meeting of the PFNCC in order to give preliminary consideration to items which are to appear on the agenda for the next PFNCC meeting.
7. Meetings
a) There shall be four ordinary meetings of the PFNCC each Season. They shall ordinarily take place in July, October and April, and in January. An ordinary meeting shall be called on not less than 14 days’ notice.
b) Special meetings may be called (in addition to the ordinary meetings set out in paragraph 7(a)) at the discretion of the Chair at the request of any Member. At least seven days’ notice of such meetings shall be given and the business of the meeting shall be stated in the notice.
c) Other parties may be invited to attend any meeting of the PFNCC at the request of any Member and at the Chair’s discretion. The Chair shall also be empowered to invite third parties to any meeting following consultation with the Members.
572
d) The EFL and PL shall communicate with those clubs employing any Player nominated by the PFA as a representative in accordance with Clause 2(a), and request that such representatives and deputies are given reasonable facilities to attend meetings of the PFNCC.
8. Minutes
Full minutes of all meetings shall be drafted by the secretary provided by the EFL in accordance with Clause 5(b). The draft minutes shall not be circulated until approved by the Chair. Draft minutes should normally be circulated within 4 weeks of the meeting to which they relate. Minutes will be subject to approval of the PFNCC at the next meeting.
9. Resolution of Differences
a) It shall be the duty of the Members of the PFNCC to take all reasonable steps to ensure the acceptance of agreements reached. Where appropriate, any Member may seek the assistance of the Chair in expounding and explaining agreements reached.
b) Where the Members are unable to reach agreement they may by agreement seek the advice of the Chair on any matters before the PFNCC.
c) If the Members are unable to reach agreement following the processes outlined above they may by agreement seek independent arbitration by the Advisory Conciliation and Arbitration Service or any other agreed independent arbitrator.
10. Sub-Committees
a) The PFNCC shall have the power to set up such sub-committees or joint working parties not restricted to Members of the PFNCC as it considers necessary.
b) Each sub-committee or joint working party shall agree terms of reference which shall be subject to the approval of the PFNCC.
c) Full minutes of sub-committee and/or joint working party meetings shall be kept and appended to minutes of meetings of the PFNCC for distribution to Members.
573
11. Finance
a) Each Member shall be responsible for meeting the expenses of its representative(s) for attending meetings.
b) Any fees and/or expenses of the Chair shall be shared equally by the Members.
c) Any other expense shall be shared equally by the Members.
12. Amendment of Constitution
Any proposed amendments to the constitution of the PFNCC shall only be considered at a meeting called specifically for that purpose and notice of any proposed amendment shall be given in writing 28 days previous to such meeting. Any amendment to the constitution shall only take effect after approval to it has been given by each of the Members.
13. Status of Constitution
The constitution shall be subject to the approval of each of the Members. If approved by each of them it shall be regarded as an agreement binding on each and all of them and shall be appended to the rules of each League and published in their respective handbooks.
574
Statistics
577
Premier League Table
Season 2018/19
|
|
|
|
|
Home
|
|
Away
|
|
|
Pos
|
|
Club
|
|
P
|
|
W
|
|
D
|
|
L
|
|
F
|
|
A
|
|
W
|
|
D
|
|
L
|
|
F
|
|
A
|
|
GD
|
|
Pts
|
|
|
1
|
|
Manchester City
|
|
38
|
|
18
|
|
0
|
|
1
|
|
57
|
|
12
|
|
14
|
|
2
|
|
3
|
|
38
|
|
11
|
|
72
|
|
98
|
|
|
2
|
|
Liverpool
|
|
38
|
|
17
|
|
2
|
|
0
|
|
55
|
|
10
|
|
13
|
|
5
|
|
1
|
|
34
|
|
12
|
|
67
|
|
97
|
|
|
3
|
|
Chelsea
|
|
38
|
|
12
|
|
6
|
|
1
|
|
39
|
|
12
|
|
9
|
|
3
|
|
7
|
|
24
|
|
27
|
|
24
|
|
72
|
|
|
4
|
|
Tottenham Hotspur
|
|
38
|
|
12
|
|
2
|
|
5
|
|
34
|
|
16
|
|
11
|
|
0
|
|
8
|
|
33
|
|
23
|
|
28
|
|
71
|
|
|
5
|
|
Arsenal
|
|
38
|
|
14
|
|
3
|
|
2
|
|
42
|
|
16
|
|
7
|
|
4
|
|
8
|
|
31
|
|
35
|
|
22
|
|
70
|
|
|
6
|
|
Manchester United
|
|
38
|
|
10
|
|
6
|
|
3
|
|
33
|
|
25
|
|
9
|
|
3
|
|
7
|
|
32
|
|
29
|
|
11
|
|
66
|
|
|
7
|
|
Wolverhampton Wanderers
|
|
38
|
|
10
|
|
4
|
|
5
|
|
28
|
|
21
|
|
6
|
|
5
|
|
8
|
|
19
|
|
25
|
|
1
|
|
57
|
|
|
8
|
|
Everton
|
|
38
|
|
10
|
|
4
|
|
5
|
|
30
|
|
21
|
|
5
|
|
5
|
|
9
|
|
24
|
|
25
|
|
8
|
|
54
|
|
|
9
|
|
Leicester City
|
|
38
|
|
8
|
|
3
|
|
8
|
|
24
|
|
20
|
|
7
|
|
4
|
|
8
|
|
27
|
|
28
|
|
3
|
|
52
|
|
|
10
|
|
West Ham United
|
|
38
|
|
9
|
|
4
|
|
6
|
|
32
|
|
27
|
|
6
|
|
3
|
|
10
|
|
20
|
|
28
|
|
-3
|
|
52
|
|
|
11
|
|
Watford
|
|
38
|
|
8
|
|
3
|
|
8
|
|
26
|
|
28
|
|
6
|
|
5
|
|
8
|
|
26
|
|
31
|
|
-7
|
|
50
|
|
|
12
|
|
Crystal Palace
|
|
38
|
|
5
|
|
5
|
|
9
|
|
19
|
|
23
|
|
9
|
|
2
|
|
8
|
|
32
|
|
30
|
|
-2
|
|
49
|
|
|
13
|
|
Newcastle United
|
|
38
|
|
8
|
|
1
|
|
10
|
|
24
|
|
25
|
|
4
|
|
8
|
|
7
|
|
18
|
|
23
|
|
-6
|
|
45
|
|
|
14
|
|
AFC Bournemouth
|
|
38
|
|
8
|
|
5
|
|
6
|
|
30
|
|
25
|
|
5
|
|
1
|
|
13
|
|
26
|
|
45
|
|
-14
|
|
45
|
|
|
15
|
|
Burnley
|
|
38
|
|
7
|
|
2
|
|
10
|
|
24
|
|
32
|
|
4
|
|
5
|
|
10
|
|
21
|
|
36
|
|
-23
|
|
40
|
|
|
16
|
|
Southampton
|
|
38
|
|
5
|
|
8
|
|
6
|
|
27
|
|
30
|
|
4
|
|
4
|
|
11
|
|
18
|
|
35
|
|
-20
|
|
39
|
|
|
17
|
|
Brighton & Hove Albion
|
|
38
|
|
6
|
|
5
|
|
8
|
|
19
|
|
28
|
|
3
|
|
4
|
|
12
|
|
16
|
|
32
|
|
-25
|
|
36
|
|
|
18
|
|
Cardiff City
|
|
38
|
|
6
|
|
2
|
|
11
|
|
21
|
|
38
|
|
4
|
|
2
|
|
13
|
|
13
|
|
31
|
|
-35
|
|
34
|
|
|
19
|
|
Fulham
|
|
38
|
|
6
|
|
3
|
|
10
|
|
22
|
|
36
|
|
1
|
|
2
|
|
16
|
|
12
|
|
45
|
|
-47
|
|
26
|
|
|
20
|
|
Huddersfield Town
|
|
38
|
|
2
|
|
3
|
|
14
|
|
10
|
|
31
|
|
1
|
|
4
|
|
14
|
|
12
|
|
45
|
|
-54
|
|
16
|
|
578
Premier League Attendances
Season 2018/19
|
Club
|
|
Pld
|
|
Average
|
|
Aggregate
|
|
Utilisation
|
|
Max
|
|
Opposition
|
|
|
AFC Bournemouth
|
|
19
|
|
11,096
|
|
210,819
|
|
97.9
|
%
|
11,184
|
|
v Arsenal
|
|
|
Arsenal
|
|
19
|
|
59,897
|
|
1,138,045
|
|
99.4
|
%
|
60,019
|
|
v Watford
|
|
|
Brighton & Hove Albion
|
|
19
|
|
30,426
|
|
578,085
|
|
99.2
|
%
|
30,682
|
|
v Liverpool
|
|
|
Burnley
|
|
19
|
|
20,537
|
|
390,198
|
|
93.6
|
%
|
21,741
|
|
v Liverpool
|
|
|
Cardiff City
|
|
19
|
|
31,403
|
|
596,648
|
|
94.3
|
%
|
33,082
|
|
v Liverpool
|
|
|
Chelsea
|
|
19
|
|
40,445
|
|
768,450
|
|
99.0
|
%
|
40,709
|
|
v Manchester United
|
|
|
Crystal Palace
|
|
19
|
|
25,455
|
|
483,644
|
|
97.6
|
%
|
25,789
|
|
v Everton
|
|
|
Everton
|
|
19
|
|
39,362
|
|
747,883
|
|
99.9
|
%
|
39,414
|
|
v Arsenal
|
|
|
Fulham
|
|
19
|
|
24,371
|
|
463,051
|
|
94.8
|
%
|
25,401
|
|
v Arsenal
|
|
|
Huddersfield Town
|
|
19
|
|
23,672
|
|
449,764
|
|
97.9
|
%
|
24,263
|
|
v Liverpool
|
|
|
Leicester City
|
|
19
|
|
31,854
|
|
605,225
|
|
98.7
|
%
|
32,184
|
|
v Burnley
|
|
|
Liverpool
|
|
19
|
|
53,053
|
|
1,007,999
|
|
99.4
|
%
|
53,331
|
|
v Wolverhampton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wanderers
|
|
|
Manchester City
|
|
19
|
|
54,130
|
|
1,028,477
|
|
98.4
|
%
|
54,511
|
|
v Liverpool
|
|
|
Manchester United
|
|
19
|
|
74,879
|
|
1,422,701
|
|
100.0
|
%
|
74,879
|
|
v AFC Bournemouth
|
|
|
Newcastle United
|
|
19
|
|
52,238
|
|
992,527
|
|
99.8
|
%
|
52,305
|
|
v Everton
|
|
|
Southampton
|
|
19
|
|
30,138
|
|
572,630
|
|
93.1
|
%
|
31,890
|
|
v Tottenham Hotspur
|
|
|
Tottenham Hotspur
|
|
19
|
|
57,342
|
|
1,089,497
|
|
69.1
|
%
|
84,761
|
|
v Liverpool
|
|
|
Watford
|
|
19
|
|
20,008
|
|
380,148
|
|
97.8
|
%
|
20,540
|
|
v Liverpool
|
|
|
West Ham United
|
|
19
|
|
58,349
|
|
1,108,629
|
|
97.2
|
%
|
60,000
|
|
v Southampton
|
|
|
Wolverhampton
|
|
19
|
|
31,030
|
|
589,572
|
|
96.8
|
%
|
31,436
|
|
v Arsenal
|
|
|
Wanderers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
380
|
|
38,484
|
|
14,623,992
|
|
95.1
|
%
|
|
|
|
|
579
Premier League Results Season 2018/19
|
|
|
AFC
Bournemouth
|
|
Arsenal
|
|
Brighton &
Hove
Albion
|
|
Burnley
|
|
Cardiff
City
|
|
Chelsea
|
|
Crystal
Palace
|
|
Everton
|
|
Fulham
|
|
Huddersfield
Town
|
|
Leicester
City
|
|
Liverpool
|
|
Manchester
City
|
|
Manchester
United
|
|
Newcastle
United
|
|
Southampton
|
|
Tottenham
Hotspur
|
|
Watford
|
|
West Ham
United
|
|
Wolverhampton
Wandersers
|
|
|
AFC Bournemouth
|
|
|
|
1-2
|
|
2-0
|
|
1-3
|
|
2-0
|
|
4-0
|
|
2-1
|
|
2-2
|
|
0-1
|
|
2-1
|
|
4-2
|
|
0-4
|
|
0-1
|
|
1-2
|
|
2-2
|
|
0-0
|
|
1-0
|
|
3-3
|
|
2-0
|
|
1-1
|
|
|
Arsenal
|
|
5-1
|
|
|
|
1-1
|
|
3-1
|
|
2-1
|
|
2-0
|
|
2-3
|
|
2-0
|
|
4-1
|
|
1-0
|
|
3-1
|
|
1-1
|
|
0-2
|
|
2-0
|
|
2-0
|
|
2-0
|
|
4-2
|
|
2-0
|
|
3-1
|
|
1-1
|
|
|
Brighton & Hove Albion
|
|
0-5
|
|
1-1
|
|
|
|
1-3
|
|
0-2
|
|
1-2
|
|
3-1
|
|
1-0
|
|
2-2
|
|
1-0
|
|
1-1
|
|
0-1
|
|
1-4
|
|
3-2
|
|
1-1
|
|
0-1
|
|
1-2
|
|
0-0
|
|
1-0
|
|
1-0
|
|
|
Burnley
|
|
4-0
|
|
1-3
|
|
1-0
|
|
|
|
2-0
|
|
0-4
|
|
1-3
|
|
1-5
|
|
2-1
|
|
1-1
|
|
1-2
|
|
1-3
|
|
0-1
|
|
0-2
|
|
1-2
|
|
1-1
|
|
2-1
|
|
1-3
|
|
2-0
|
|
2-0
|
|
|
Cardiff City
|
|
2-0
|
|
2-3
|
|
2-1
|
|
1-2
|
|
|
|
1-2
|
|
2-3
|
|
0-3
|
|
4-2
|
|
0-0
|
|
0-1
|
|
0-2
|
|
0-5
|
|
1-5
|
|
0-0
|
|
1-0
|
|
0-3
|
|
1-5
|
|
2-0
|
|
2-1
|
|
|
Chelsea
|
|
2-0
|
|
3-2
|
|
3-0
|
|
2-2
|
|
4-1
|
|
|
|
3-1
|
|
0-0
|
|
2-0
|
|
5-0
|
|
0-1
|
|
1-1
|
|
2-0
|
|
2-2
|
|
2-1
|
|
0-0
|
|
2-0
|
|
3-0
|
|
2-0
|
|
1-1
|
|
|
Crystal Palace
|
|
5-3
|
|
2-2
|
|
1-2
|
|
2-0
|
|
0-0
|
|
0-1
|
|
|
|
0-0
|
|
2-0
|
|
2-0
|
|
1-0
|
|
0-2
|
|
1-3
|
|
1-3
|
|
0-0
|
|
0-2
|
|
0-1
|
|
1-2
|
|
1-1
|
|
0-1
|
|
|
Everton
|
|
2-0
|
|
1-0
|
|
3-1
|
|
2-0
|
|
1-0
|
|
2-0
|
|
2-0
|
|
|
|
3-0
|
|
1-1
|
|
0-1
|
|
0-0
|
|
0-2
|
|
4-0
|
|
1-1
|
|
2-1
|
|
2-6
|
|
2-2
|
|
1-3
|
|
1-3
|
|
|
Fulham
|
|
0-3
|
|
1-5
|
|
4-2
|
|
4-2
|
|
1-0
|
|
1-2
|
|
0-2
|
|
2-0
|
|
|
|
1-0
|
|
1-1
|
|
1-2
|
|
0-2
|
|
0-3
|
|
0-4
|
|
3-2
|
|
1-2
|
|
1-1
|
|
0-2
|
|
1-1
|
|
|
Huddersfield Town
|
|
0-2
|
|
1-2
|
|
1-2
|
|
1-2
|
|
0-0
|
|
0-3
|
|
0-1
|
|
0-1
|
|
1-0
|
|
|
|
1-4
|
|
0-1
|
|
0-3
|
|
1-1
|
|
0-1
|
|
1-3
|
|
0-2
|
|
1-2
|
|
1-1
|
|
1-0
|
|
|
Leicester City
|
|
2-0
|
|
3-0
|
|
2-1
|
|
0-0
|
|
0-1
|
|
0-0
|
|
1-4
|
|
1-2
|
|
3-1
|
|
3-1
|
|
|
|
1-2
|
|
2-1
|
|
0-1
|
|
0-1
|
|
1-2
|
|
0-2
|
|
2-0
|
|
1-1
|
|
2-0
|
|
|
Liverpool
|
|
3-0
|
|
5-1
|
|
1-0
|
|
4-2
|
|
4-1
|
|
2-0
|
|
4-3
|
|
1-0
|
|
2-0
|
|
5-0
|
|
1-1
|
|
|
|
0-0
|
|
3-1
|
|
4-0
|
|
3-0
|
|
2-1
|
|
5-0
|
|
4-0
|
|
2-0
|
|
|
Manchester City
|
|
3-1
|
|
3-1
|
|
2-0
|
|
5-0
|
|
2-0
|
|
6-0
|
|
2-3
|
|
3-1
|
|
3-0
|
|
6-1
|
|
1-0
|
|
2-1
|
|
|
|
3-1
|
|
2-1
|
|
6-1
|
|
1-0
|
|
3-1
|
|
1-0
|
|
3-0
|
|
|
Manchester United
|
|
4-1
|
|
2-2
|
|
2-1
|
|
2-2
|
|
0-2
|
|
1-1
|
|
0-0
|
|
2-1
|
|
4-1
|
|
3-1
|
|
2-1
|
|
0-0
|
|
0-2
|
|
|
|
3-2
|
|
3-2
|
|
0-3
|
|
2-1
|
|
2-1
|
|
1-1
|
|
|
Newcastle United
|
|
2-1
|
|
1-2
|
|
0-1
|
|
2-0
|
|
3-0
|
|
1-2
|
|
0-1
|
|
3-2
|
|
0-0
|
|
2-0
|
|
0-2
|
|
2-3
|
|
2-1
|
|
0-2
|
|
|
|
3-1
|
|
1-2
|
|
1-0
|
|
0-3
|
|
1-2
|
|
|
Southampton
|
|
3-3
|
|
3-2
|
|
2-2
|
|
0-0
|
|
1-2
|
|
0-3
|
|
1-1
|
|
2-1
|
|
2-0
|
|
1-1
|
|
1-2
|
|
1-3
|
|
1-3
|
|
2-2
|
|
0-0
|
|
|
|
2-1
|
|
1-1
|
|
1-2
|
|
3-1
|
|
|
Tottenham Hotspur
|
|
5-0
|
|
1-1
|
|
1-0
|
|
1-0
|
|
1-0
|
|
3-1
|
|
2-0
|
|
2-2
|
|
3-1
|
|
4-0
|
|
3-1
|
|
1-2
|
|
0-1
|
|
0-1
|
|
1-0
|
|
3-1
|
|
|
|
2-1
|
|
0-1
|
|
1-3
|
|
|
Watford
|
|
0-4
|
|
0-1
|
|
2-0
|
|
0-0
|
|
3-2
|
|
1-2
|
|
2-1
|
|
1-0
|
|
4-1
|
|
3-0
|
|
2-1
|
|
0-3
|
|
1-2
|
|
1-2
|
|
1-1
|
|
1-1
|
|
2-1
|
|
|
|
1-4
|
|
1-2
|
|
|
West Ham United
|
|
1-2
|
|
1-0
|
|
2-2
|
|
4-2
|
|
3-1
|
|
0-0
|
|
3-2
|
|
0-2
|
|
3-1
|
|
4-3
|
|
2-2
|
|
1-1
|
|
0-4
|
|
3-1
|
|
2-0
|
|
3-0
|
|
0-1
|
|
0-2
|
|
|
|
0-1
|
|
|
Wolverhampton Wanderers
|
|
2-0
|
|
3-1
|
|
0-0
|
|
1-0
|
|
2-0
|
|
2-1
|
|
0-2
|
|
2-2
|
|
1-0
|
|
0-2
|
|
4-3
|
|
0-2
|
|
1-1
|
|
2-1
|
|
1-1
|
|
2-0
|
|
2-3
|
|
0-2
|
|
3-0
|
|
|
|
580
Premier League Appearances and Goals
Season 2018/19
|
|
|
Sub Sub
|
|
|
AFC Bournemouth
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Adam Smith
|
|
25
|
|
0
|
|
0
|
|
1
|
|
|
Andrew Surman
|
|
16
|
|
2
|
|
12
|
|
0
|
|
|
Artur Boruc
|
|
12
|
|
0
|
|
26
|
|
0
|
|
|
Asmir Begovic
|
|
24
|
|
0
|
|
12
|
|
0
|
|
|
Callum Wilson
|
|
29
|
|
1
|
|
0
|
|
14
|
|
|
Charlie Daniels
|
|
17
|
|
4
|
|
4
|
|
1
|
|
|
Chris Mepham
|
|
10
|
|
3
|
|
2
|
|
0
|
|
|
Dan Gosling
|
|
19
|
|
6
|
|
1
|
|
2
|
|
|
David Brooks
|
|
29
|
|
1
|
|
3
|
|
7
|
|
|
Diego Rico
|
|
5
|
|
7
|
|
15
|
|
0
|
|
|
Dominic Solanke
|
|
2
|
|
8
|
|
1
|
|
0
|
|
|
Emerson Hyndman
|
|
0
|
|
1
|
|
3
|
|
0
|
|
|
Jack Simpson
|
|
4
|
|
2
|
|
11
|
|
0
|
|
|
Jefferson Lerma
|
|
29
|
|
1
|
|
2
|
|
2
|
|
|
Jermain Defoe
|
|
0
|
|
4
|
|
16
|
|
0
|
|
|
Jordon Ibe
|
|
9
|
|
10
|
|
12
|
|
1
|
|
|
Joshua King
|
|
34
|
|
1
|
|
0
|
|
12
|
|
|
Junior Stanislas
|
|
11
|
|
12
|
|
0
|
|
2
|
|
|
Kyle Taylor
|
|
0
|
|
0
|
|
6
|
|
0
|
|
|
Lewis Cook
|
|
8
|
|
5
|
|
2
|
|
0
|
|
|
Lys Mousset
|
|
1
|
|
23
|
|
10
|
|
1
|
|
|
Marc Pugh
|
|
0
|
|
0
|
|
3
|
|
0
|
|
|
Mark Travers
|
|
2
|
|
0
|
|
0
|
|
0
|
|
|
Matt Butcher
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Nathan Aké
|
|
38
|
|
0
|
|
0
|
|
4
|
|
|
Nathaniel Clyne
|
|
13
|
|
1
|
|
1
|
|
0
|
|
|
Nnamdi Ofoborh
|
|
0
|
|
0
|
|
2
|
|
0
|
|
|
Ryan Fraser
|
|
35
|
|
3
|
|
0
|
|
7
|
|
|
Sam Surridge
|
|
0
|
|
2
|
|
8
|
|
0
|
|
|
Simon Francis
|
|
13
|
|
4
|
|
1
|
|
0
|
|
|
Steve Cook
|
|
31
|
|
0
|
|
0
|
|
1
|
|
|
Tyrone Mings
|
|
2
|
|
3
|
|
8
|
|
0
|
|
|
|
|
Sub Sub
|
|
|
Arsenal
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Aaron Ramsey
|
|
14
|
|
14
|
|
3
|
|
4
|
|
|
Ainsley Maitland-Niles
|
|
11
|
|
5
|
|
7
|
|
1
|
|
|
Alex Iwobi
|
|
22
|
|
13
|
|
1
|
|
3
|
|
|
Alexandre Lacazette
|
|
27
|
|
8
|
|
2
|
|
13
|
|
|
Bernd Leno
|
|
31
|
|
1
|
|
6
|
|
0
|
|
|
Bukayo Saka
|
|
0
|
|
1
|
|
2
|
|
0
|
|
|
Carl Jenkinson
|
|
2
|
|
1
|
|
2
|
|
0
|
|
|
Danny Welbeck
|
|
1
|
|
7
|
|
2
|
|
1
|
|
|
Denis Suárez
|
|
0
|
|
4
|
|
4
|
|
0
|
|
|
Eddie Nketiah
|
|
0
|
|
5
|
|
14
|
|
1
|
|
|
Emile Smith Rowe
|
|
0
|
|
0
|
|
3
|
|
0
|
|
|
Emiliano Martínez
|
|
0
|
|
0
|
|
2
|
|
0
|
|
|
Granit Xhaka
|
|
29
|
|
0
|
|
2
|
|
4
|
|
|
Héctor Bellerín
|
|
18
|
|
1
|
|
0
|
|
0
|
|
|
Henrikh Mkhitaryan
|
|
19
|
|
6
|
|
3
|
|
6
|
|
|
Joe Willock
|
|
1
|
|
1
|
|
4
|
|
0
|
|
|
Konstantinos Mavropanos
|
|
3
|
|
1
|
|
3
|
|
0
|
|
|
Laurent Koscielny
|
|
13
|
|
4
|
|
2
|
|
3
|
|
|
Lucas Torreira
|
|
24
|
|
10
|
|
0
|
|
2
|
|
|
Matteo Guendouzi
|
|
23
|
|
10
|
|
4
|
|
0
|
|
|
Mesut Özil
|
|
20
|
|
4
|
|
3
|
|
5
|
|
|
Mohamed Elneny
|
|
5
|
|
3
|
|
21
|
|
0
|
|
|
Nacho Monreal
|
|
21
|
|
1
|
|
4
|
|
1
|
|
|
Petr Cech
|
|
7
|
|
0
|
|
29
|
|
0
|
|
|
Pierre-Emerick Aubameyang
|
|
30
|
|
6
|
|
0
|
|
22
|
|
|
Rob Holding
|
|
9
|
|
1
|
|
4
|
|
0
|
|
|
Sead Kolasinac
|
|
22
|
|
2
|
|
5
|
|
0
|
|
|
Shkodran Mustafi
|
|
31
|
|
0
|
|
4
|
|
2
|
|
|
Sokratis
|
|
25
|
|
0
|
|
3
|
|
1
|
|
|
Stephan Lichtsteiner
|
|
10
|
|
4
|
|
13
|
|
0
|
|
|
Zech Medley
|
|
0
|
|
0
|
|
1
|
|
0
|
|
Key: P = Played Sub P = Sub Played Sub NP = Sub Not Played GS = Goals Scored
581
|
|
|
Sub Sub
|
|
|
Brighton & Hove Albion
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Alireza Jahanbakhsh
|
|
12
|
|
7
|
|
5
|
|
0
|
|
|
Anthony Knockaert
|
|
18
|
|
12
|
|
4
|
|
2
|
|
|
Ben White
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Beram Kayal
|
|
9
|
|
9
|
|
19
|
|
1
|
|
|
Bernardo
|
|
19
|
|
3
|
|
12
|
|
0
|
|
|
Bruno
|
|
14
|
|
0
|
|
9
|
|
0
|
|
|
Dale Stephens
|
|
29
|
|
1
|
|
1
|
|
1
|
|
|
Dan Burn
|
|
0
|
|
0
|
|
15
|
|
0
|
|
|
David Button
|
|
4
|
|
0
|
|
25
|
|
0
|
|
|
Davy Pröpper
|
|
30
|
|
0
|
|
0
|
|
1
|
|
|
Florin Andone
|
|
8
|
|
15
|
|
5
|
|
3
|
|
|
Gaëtan Bong
|
|
19
|
|
3
|
|
16
|
|
0
|
|
|
Glenn Murray
|
|
30
|
|
8
|
|
0
|
|
13
|
|
|
Jason Steele
|
|
0
|
|
0
|
|
13
|
|
0
|
|
|
Jayson Molumby
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
José Izquierdo
|
|
9
|
|
6
|
|
3
|
|
0
|
|
|
Jürgen Locadia
|
|
12
|
|
14
|
|
9
|
|
2
|
|
|
Leon Balogun
|
|
5
|
|
3
|
|
17
|
|
1
|
|
|
Lewis Dunk
|
|
36
|
|
0
|
|
0
|
|
2
|
|
|
Markus Suttner
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Martín Montoya
|
|
24
|
|
1
|
|
0
|
|
0
|
|
|
Mat Ryan
|
|
34
|
|
0
|
|
0
|
|
0
|
|
|
Max Sanders
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Pascal Groß
|
|
24
|
|
1
|
|
0
|
|
3
|
|
|
Shane Duffy
|
|
35
|
|
0
|
|
0
|
|
5
|
|
|
Solly March
|
|
30
|
|
5
|
|
1
|
|
1
|
|
|
Viktor Gyokeres
|
|
0
|
|
0
|
|
3
|
|
0
|
|
|
Yves Bissouma
|
|
17
|
|
11
|
|
6
|
|
0
|
|
|
|
|
Sub Sub
|
|
|
Burnley
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Aaron Lennon
|
|
14
|
|
2
|
|
0
|
|
1
|
|
|
Ali Koiki
|
|
0
|
|
0
|
|
2
|
|
0
|
|
|
Anthony Driscoll-Glennon
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Ashley Barnes
|
|
26
|
|
11
|
|
1
|
|
12
|
|
|
Ashley Westwood
|
|
31
|
|
3
|
|
3
|
|
2
|
|
|
Ben Gibson
|
|
1
|
|
0
|
|
23
|
|
1
|
|
|
Ben Mee
|
|
38
|
|
0
|
|
0
|
|
0
|
|
|
Charlie Taylor
|
|
35
|
|
3
|
|
0
|
|
0
|
|
|
Chris Wood
|
|
29
|
|
9
|
|
0
|
|
10
|
|
|
Dwight McNeil
|
|
19
|
|
2
|
|
4
|
|
3
|
|
|
Jack Cork
|
|
37
|
|
0
|
|
0
|
|
1
|
|
|
James Tarkowski
|
|
35
|
|
0
|
|
1
|
|
3
|
|
|
Jeff Hendrick
|
|
25
|
|
7
|
|
6
|
|
3
|
|
|
Joe Hart
|
|
19
|
|
0
|
|
19
|
|
0
|
|
|
Johann Gudmundsson
|
|
19
|
|
10
|
|
2
|
|
3
|
|
|
Jonathan Walters
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Josh Benson
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Kevin Long
|
|
5
|
|
1
|
|
23
|
|
0
|
|
|
Matej Vydra
|
|
3
|
|
10
|
|
21
|
|
1
|
|
|
Matthew Lowton
|
|
19
|
|
2
|
|
14
|
|
0
|
|
|
Peter Crouch
|
|
0
|
|
6
|
|
3
|
|
0
|
|
|
Phil Bardsley
|
|
19
|
|
0
|
|
12
|
|
0
|
|
|
Robbie Brady
|
|
6
|
|
10
|
|
5
|
|
0
|
|
|
Sam Vokes
|
|
10
|
|
10
|
|
4
|
|
3
|
|
|
Stephen Ward
|
|
3
|
|
0
|
|
12
|
|
0
|
|
|
Steven Defour
|
|
6
|
|
0
|
|
3
|
|
0
|
|
|
Tom Heaton
|
|
19
|
|
0
|
|
19
|
|
0
|
|
582
|
|
|
Sub Sub
|
|
|
Cardiff City
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Alex Smithies
|
|
0
|
|
0
|
|
26
|
|
0
|
|
|
Aron Gunnarsson
|
|
27
|
|
1
|
|
3
|
|
1
|
|
|
Bobby De Cordova-Reid
|
|
16
|
|
11
|
|
11
|
|
5
|
|
|
Brian Murphy
|
|
0
|
|
0
|
|
12
|
|
0
|
|
|
Bruno Ecuele Manga
|
|
37
|
|
1
|
|
0
|
|
0
|
|
|
Callum Paterson
|
|
21
|
|
6
|
|
2
|
|
4
|
|
|
Danny Ward
|
|
4
|
|
10
|
|
2
|
|
1
|
|
|
David Junior Hoilett
|
|
23
|
|
9
|
|
3
|
|
3
|
|
|
Gary Madine
|
|
0
|
|
5
|
|
7
|
|
0
|
|
|
Greg Cunningham
|
|
7
|
|
0
|
|
20
|
|
0
|
|
|
Harry Arter
|
|
24
|
|
1
|
|
2
|
|
0
|
|
|
Jazz Richards
|
|
0
|
|
4
|
|
6
|
|
0
|
|
|
Joe Bennett
|
|
30
|
|
0
|
|
7
|
|
0
|
|
|
Joe Ralls
|
|
22
|
|
6
|
|
3
|
|
0
|
|
|
Josh Murphy
|
|
22
|
|
7
|
|
4
|
|
3
|
|
|
Kadeem Harris
|
|
3
|
|
10
|
|
13
|
|
1
|
|
|
Kenneth Zohore
|
|
7
|
|
12
|
|
6
|
|
1
|
|
|
Leandro Bacuna
|
|
4
|
|
7
|
|
3
|
|
0
|
|
|
Lee Peltier
|
|
17
|
|
3
|
|
11
|
|
0
|
|
|
Loïc Damour
|
|
0
|
|
2
|
|
2
|
|
0
|
|
|
Matthew Connolly
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Nathaniel Mendez-Laing
|
|
11
|
|
9
|
|
6
|
|
4
|
|
|
Neil Etheridge
|
|
38
|
|
0
|
|
0
|
|
0
|
|
|
Oumar Niasse
|
|
12
|
|
1
|
|
0
|
|
0
|
|
|
Rhys Healey
|
|
0
|
|
3
|
|
5
|
|
0
|
|
|
Sean Morrison
|
|
34
|
|
0
|
|
0
|
|
1
|
|
|
Sol Bamba
|
|
28
|
|
0
|
|
1
|
|
4
|
|
|
Víctor Camarasa
|
|
31
|
|
1
|
|
1
|
|
5
|
|
|
|
|
Sub Sub
|
|
|
Chelsea
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Álvaro Morata
|
|
11
|
|
5
|
|
1
|
|
5
|
|
|
Andreas Christensen
|
|
6
|
|
2
|
|
22
|
|
0
|
|
|
Antonio Rüdiger
|
|
33
|
|
0
|
|
2
|
|
1
|
|
|
Callum Hudson-Odoi
|
|
4
|
|
6
|
|
3
|
|
0
|
|
|
César Azpilicueta
|
|
38
|
|
0
|
|
0
|
|
1
|
|
|
Cesc Fàbregas
|
|
1
|
|
5
|
|
9
|
|
0
|
|
|
Daniel Drinkwater
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
David Luiz
|
|
36
|
|
0
|
|
2
|
|
3
|
|
|
Davide Zappacosta
|
|
1
|
|
3
|
|
19
|
|
0
|
|
|
Eden Hazard
|
|
32
|
|
5
|
|
0
|
|
16
|
|
|
Emerson
|
|
7
|
|
3
|
|
6
|
|
0
|
|
|
Ethan Ampadu
|
|
0
|
|
0
|
|
4
|
|
0
|
|
|
Gary Cahill
|
|
0
|
|
2
|
|
8
|
|
0
|
|
|
Gonzalo Higuaín
|
|
13
|
|
1
|
|
1
|
|
5
|
|
|
Jorginho
|
|
37
|
|
0
|
|
1
|
|
2
|
|
|
Kepa Arrizabalaga
|
|
36
|
|
0
|
|
2
|
|
0
|
|
|
Marc Guehi
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Marcos Alonso
|
|
31
|
|
0
|
|
1
|
|
2
|
|
|
Mateo Kovacic
|
|
21
|
|
11
|
|
4
|
|
0
|
|
|
N’Golo Kanté
|
|
36
|
|
0
|
|
1
|
|
4
|
|
|
Olivier Giroud
|
|
7
|
|
20
|
|
9
|
|
2
|
|
|
Pedro
|
|
21
|
|
10
|
|
2
|
|
8
|
|
|
Ross Barkley
|
|
13
|
|
14
|
|
9
|
|
3
|
|
|
Ruben Loftus-Cheek
|
|
6
|
|
18
|
|
2
|
|
6
|
|
|
Victor Moses
|
|
0
|
|
2
|
|
2
|
|
0
|
|
|
Willian
|
|
26
|
|
6
|
|
5
|
|
3
|
|
|
Willy Caballero
|
|
2
|
|
0
|
|
36
|
|
0
|
|
583
|
|
|
Sub Sub
|
|
|
Crystal Palace
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Aaron Wan-Bissaka
|
|
35
|
|
0
|
|
0
|
|
0
|
|
|
Alexander Sørloth
|
|
0
|
|
12
|
|
5
|
|
0
|
|
|
Andros Townsend
|
|
34
|
|
4
|
|
0
|
|
6
|
|
|
Bakary Sako
|
|
0
|
|
4
|
|
3
|
|
0
|
|
|
Cheikhou Kouyaté
|
|
21
|
|
10
|
|
3
|
|
0
|
|
|
Christian Benteke
|
|
9
|
|
7
|
|
4
|
|
1
|
|
|
Connor Wickham
|
|
0
|
|
6
|
|
4
|
|
0
|
|
|
Jairo Riedewald
|
|
0
|
|
0
|
|
17
|
|
0
|
|
|
James McArthur
|
|
36
|
|
2
|
|
0
|
|
3
|
|
|
James Tomkins
|
|
29
|
|
0
|
|
0
|
|
1
|
|
|
Jason Puncheon
|
|
0
|
|
5
|
|
11
|
|
0
|
|
|
Jeffrey Schlupp
|
|
18
|
|
12
|
|
4
|
|
4
|
|
|
Joe Tupper
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Joel Ward
|
|
6
|
|
1
|
|
25
|
|
1
|
|
|
Jordan Ayew
|
|
14
|
|
6
|
|
16
|
|
1
|
|
|
Julian Speroni
|
|
1
|
|
0
|
|
4
|
|
0
|
|
|
Luka Milivojevic
|
|
38
|
|
0
|
|
0
|
|
12
|
|
|
Luke Dreher
|
|
0
|
|
1
|
|
0
|
|
0
|
|
|
Mamadou Sakho
|
|
27
|
|
0
|
|
0
|
|
0
|
|
|
Martin Kelly
|
|
12
|
|
1
|
|
21
|
|
0
|
|
|
Max Meyer
|
|
15
|
|
14
|
|
6
|
|
1
|
|
|
Michy Batshuayi
|
|
9
|
|
2
|
|
3
|
|
5
|
|
|
Nikola Tavares
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Pape Souaré
|
|
0
|
|
1
|
|
0
|
|
0
|
|
|
Patrick van Aanholt
|
|
36
|
|
0
|
|
2
|
|
3
|
|
|
Sam Woods
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Scott Dann
|
|
7
|
|
3
|
|
9
|
|
0
|
|
|
Sullay Kaikai
|
|
0
|
|
0
|
|
2
|
|
0
|
|
|
Vicente Guaita
|
|
20
|
|
0
|
|
17
|
|
0
|
|
|
Wayne Hennessey
|
|
17
|
|
1
|
|
15
|
|
0
|
|
|
Wilfried Zaha
|
|
34
|
|
0
|
|
0
|
|
10
|
|
|
|
|
Sub Sub
|
|
|
Everton
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Ademola Lookman
|
|
3
|
|
18
|
|
9
|
|
0
|
|
|
André Gomes
|
|
24
|
|
3
|
|
0
|
|
1
|
|
|
Bernard
|
|
25
|
|
9
|
|
1
|
|
1
|
|
|
Cenk Tosun
|
|
10
|
|
15
|
|
11
|
|
3
|
|
|
Dominic Calvert-Lewin
|
|
19
|
|
16
|
|
2
|
|
6
|
|
|
Gylfi Sigurdsson
|
|
36
|
|
2
|
|
0
|
|
13
|
|
|
Idrissa Gueye
|
|
32
|
|
1
|
|
0
|
|
0
|
|
|
James McCarthy
|
|
0
|
|
1
|
|
6
|
|
0
|
|
|
Jonjoe Kenny
|
|
8
|
|
2
|
|
6
|
|
0
|
|
|
Jordan Pickford
|
|
38
|
|
0
|
|
0
|
|
0
|
|
|
Kieran Dowell
|
|
0
|
|
0
|
|
3
|
|
0
|
|
|
Kurt Zouma
|
|
29
|
|
3
|
|
2
|
|
2
|
|
|
Leighton Baines
|
|
5
|
|
1
|
|
25
|
|
0
|
|
|
Lucas Digne
|
|
33
|
|
2
|
|
1
|
|
4
|
|
|
Maarten Stekelenburg
|
|
0
|
|
0
|
|
38
|
|
0
|
|
|
Mason Holgate
|
|
4
|
|
1
|
|
3
|
|
0
|
|
|
Michael Keane
|
|
33
|
|
0
|
|
2
|
|
1
|
|
|
Morgan Schneiderlin
|
|
10
|
|
4
|
|
5
|
|
0
|
|
|
Oumar Niasse
|
|
0
|
|
5
|
|
3
|
|
0
|
|
|
Phil Jagielka
|
|
4
|
|
3
|
|
6
|
|
1
|
|
|
Richarlison
|
|
32
|
|
3
|
|
0
|
|
13
|
|
|
Sandro Ramírez
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Seamus Coleman
|
|
29
|
|
0
|
|
3
|
|
2
|
|
|
Theo Walcott
|
|
24
|
|
13
|
|
1
|
|
5
|
|
|
Tom Davies
|
|
10
|
|
6
|
|
20
|
|
0
|
|
|
Tyias Browning
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Yerry Mina
|
|
10
|
|
3
|
|
6
|
|
1
|
|
584
|
|
|
Sub Sub
|
|
|
Fulham
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Aboubakar Kamara
|
|
5
|
|
8
|
|
4
|
|
3
|
|
|
Aleksandar Mitrovic
|
|
37
|
|
0
|
|
0
|
|
11
|
|
|
Alfie Mawson
|
|
13
|
|
2
|
|
4
|
|
0
|
|
|
André Schürrle
|
|
21
|
|
3
|
|
4
|
|
6
|
|
|
André-Frank Zambo Anguissa
|
|
16
|
|
6
|
|
4
|
|
0
|
|
|
Calum Chambers
|
|
29
|
|
2
|
|
2
|
|
2
|
|
|
Cyrus Christie
|
|
19
|
|
9
|
|
10
|
|
0
|
|
|
Denis Odoi
|
|
29
|
|
2
|
|
3
|
|
0
|
|
|
Fabri
|
|
2
|
|
0
|
|
17
|
|
0
|
|
|
Floyd Ayité
|
|
3
|
|
13
|
|
11
|
|
1
|
|
|
Harvey Elliott
|
|
0
|
|
2
|
|
3
|
|
0
|
|
|
Håvard Nordtveit
|
|
4
|
|
1
|
|
1
|
|
0
|
|
|
Ibrahima Cissé
|
|
1
|
|
2
|
|
8
|
|
0
|
|
|
Jean Michael Seri
|
|
27
|
|
5
|
|
2
|
|
1
|
|
|
Joe Bryan
|
|
27
|
|
1
|
|
4
|
|
0
|
|
|
Kevin McDonald
|
|
10
|
|
5
|
|
4
|
|
0
|
|
|
Lazar Markovic
|
|
0
|
|
1
|
|
1
|
|
0
|
|
|
Luca De La Torre
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Luciano Vietto
|
|
10
|
|
10
|
|
10
|
|
1
|
|
|
Marcus Bettinelli
|
|
7
|
|
0
|
|
15
|
|
0
|
|
|
Maxime Le Marchand
|
|
25
|
|
1
|
|
8
|
|
0
|
|
|
Neeskens Kebano
|
|
0
|
|
7
|
|
14
|
|
0
|
|
|
Ryan Babel
|
|
15
|
|
1
|
|
0
|
|
5
|
|
|
Ryan Sessegnon
|
|
26
|
|
9
|
|
1
|
|
2
|
|
|
Sergio Rico
|
|
29
|
|
0
|
|
6
|
|
0
|
|
|
Stefan Johansen
|
|
4
|
|
8
|
|
6
|
|
0
|
|
|
Steven Sessegnon
|
|
0
|
|
0
|
|
5
|
|
0
|
|
|
Tim Ream
|
|
25
|
|
1
|
|
5
|
|
0
|
|
|
Timothy Fosu-Mensah
|
|
10
|
|
2
|
|
4
|
|
0
|
|
|
Tom Cairney
|
|
24
|
|
7
|
|
1
|
|
1
|
|
|
|
|
Sub Sub
|
|
|
Huddersfield Town
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Aaron Mooy
|
|
25
|
|
4
|
|
0
|
|
3
|
|
|
Aaron Rowe
|
|
1
|
|
1
|
|
2
|
|
0
|
|
|
Abdelhamid Sabiri
|
|
1
|
|
1
|
|
0
|
|
0
|
|
|
Adama Diakhaby
|
|
6
|
|
6
|
|
6
|
|
0
|
|
|
Alex Pritchard
|
|
26
|
|
4
|
|
7
|
|
2
|
|
|
Ben Hamer
|
|
7
|
|
0
|
|
26
|
|
0
|
|
|
Chris Löwe
|
|
23
|
|
6
|
|
4
|
|
0
|
|
|
Christopher Schindler
|
|
37
|
|
0
|
|
0
|
|
1
|
|
|
Collin Quaner
|
|
0
|
|
2
|
|
2
|
|
0
|
|
|
Danny Williams
|
|
1
|
|
4
|
|
5
|
|
0
|
|
|
Demeaco Duhaney
|
|
1
|
|
0
|
|
1
|
|
0
|
|
|
Elias Kachunga
|
|
13
|
|
7
|
|
10
|
|
0
|
|
|
Erik Durm
|
|
21
|
|
7
|
|
2
|
|
0
|
|
|
Florent Hadergjonaj
|
|
19
|
|
5
|
|
9
|
|
0
|
|
|
Isaac Mbenza
|
|
10
|
|
12
|
|
6
|
|
1
|
|
|
Jason Puncheon
|
|
5
|
|
1
|
|
2
|
|
0
|
|
|
Joel Coleman
|
|
1
|
|
0
|
|
7
|
|
0
|
|
|
Jon Gorenc Stankovic
|
|
9
|
|
2
|
|
16
|
|
1
|
|
|
Jonas Lössl
|
|
30
|
|
1
|
|
3
|
|
0
|
|
|
Jonathan Hogg
|
|
29
|
|
0
|
|
2
|
|
0
|
|
|
Juninho Bacuna
|
|
16
|
|
5
|
|
5
|
|
1
|
|
|
Karlan Grant
|
|
9
|
|
4
|
|
1
|
|
4
|
|
|
Laurent Depoitre
|
|
10
|
|
13
|
|
4
|
|
0
|
|
|
Matty Daly
|
|
0
|
|
2
|
|
6
|
|
0
|
|
|
Philip Billing
|
|
25
|
|
2
|
|
1
|
|
2
|
|
|
Rajiv van La Parra
|
|
5
|
|
0
|
|
5
|
|
0
|
|
|
Ramadan Sobhi
|
|
0
|
|
4
|
|
5
|
|
0
|
|
|
Ryan Schofield
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Steve Mounie
|
|
19
|
|
12
|
|
2
|
|
2
|
|
|
Terence Kongolo
|
|
32
|
|
0
|
|
2
|
|
1
|
|
|
Tommy Smith
|
|
13
|
|
2
|
|
10
|
|
0
|
|
|
Zanka
|
|
24
|
|
0
|
|
7
|
|
3
|
|
585
|
|
|
Sub Sub
|
|
|
Leicester City
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Adrien Silva
|
|
1
|
|
1
|
|
2
|
|
0
|
|
|
Ben Chilwell
|
|
36
|
|
0
|
|
0
|
|
0
|
|
|
Çaglar Söyüncü
|
|
4
|
|
2
|
|
9
|
|
0
|
|
|
Christian Fuchs
|
|
2
|
|
1
|
|
29
|
|
0
|
|
|
Daniel Amartey
|
|
7
|
|
2
|
|
1
|
|
0
|
|
|
Danny Simpson
|
|
3
|
|
3
|
|
7
|
|
0
|
|
|
Danny Ward
|
|
0
|
|
0
|
|
38
|
|
0
|
|
|
Demarai Gray
|
|
23
|
|
11
|
|
1
|
|
4
|
|
|
Fousseni Diabaté
|
|
1
|
|
0
|
|
2
|
|
0
|
|
|
Hamza Choudhury
|
|
7
|
|
2
|
|
4
|
|
0
|
|
|
Harry Maguire
|
|
31
|
|
0
|
|
1
|
|
3
|
|
|
Harvey Barnes
|
|
11
|
|
5
|
|
1
|
|
1
|
|
|
James Maddison
|
|
35
|
|
1
|
|
1
|
|
7
|
|
|
Jamie Vardy
|
|
30
|
|
4
|
|
0
|
|
18
|
|
|
Jonny Evans
|
|
21
|
|
3
|
|
10
|
|
1
|
|
|
Josh Knight
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Kasper Schmeichel
|
|
38
|
|
0
|
|
0
|
|
0
|
|
|
Kelechi Iheanacho
|
|
9
|
|
21
|
|
6
|
|
1
|
|
|
Marc Albrighton
|
|
18
|
|
9
|
|
2
|
|
2
|
|
|
Nampalys Mendy
|
|
23
|
|
8
|
|
4
|
|
0
|
|
|
Rachid Ghezzal
|
|
8
|
|
11
|
|
7
|
|
1
|
|
|
Ricardo Pereira
|
|
35
|
|
0
|
|
3
|
|
2
|
|
|
Shinji Okazaki
|
|
1
|
|
20
|
|
8
|
|
0
|
|
|
Vicente Iborra
|
|
3
|
|
5
|
|
9
|
|
0
|
|
|
Wes Morgan
|
|
21
|
|
1
|
|
9
|
|
3
|
|
|
Wilfred Ndidi
|
|
37
|
|
1
|
|
0
|
|
2
|
|
|
Youri Tielemans
|
|
13
|
|
0
|
|
0
|
|
3
|
|
|
|
|
Sub Sub
|
|
|
Liverpool
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Adam Lallana
|
|
5
|
|
8
|
|
11
|
|
0
|
|
|
Alberto Moreno
|
|
2
|
|
0
|
|
16
|
|
0
|
|
|
Alex Oxlade-Chamberlain
|
|
0
|
|
2
|
|
1
|
|
0
|
|
|
Alisson
|
|
38
|
|
0
|
|
0
|
|
0
|
|
|
Andrew Robertson
|
|
36
|
|
0
|
|
1
|
|
0
|
|
|
Curtis Jones
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Daniel Sturridge
|
|
4
|
|
14
|
|
17
|
|
2
|
|
|
Dejan Lovren
|
|
11
|
|
2
|
|
6
|
|
1
|
|
|
Divock Origi
|
|
4
|
|
8
|
|
13
|
|
3
|
|
|
Fabinho
|
|
21
|
|
7
|
|
6
|
|
1
|
|
|
Georginio Wijnaldum
|
|
32
|
|
3
|
|
0
|
|
3
|
|
|
James Milner
|
|
19
|
|
12
|
|
2
|
|
5
|
|
|
Joel Matip
|
|
17
|
|
5
|
|
9
|
|
1
|
|
|
Jordan Henderson
|
|
21
|
|
11
|
|
1
|
|
1
|
|
|
Joseph Gomez
|
|
12
|
|
4
|
|
2
|
|
0
|
|
|
Loris Karius
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Mohamed Salah
|
|
37
|
|
1
|
|
0
|
|
22
|
|
|
Naby Keita
|
|
16
|
|
9
|
|
7
|
|
2
|
|
|
Nathaniel Clyne
|
|
1
|
|
3
|
|
2
|
|
0
|
|
|
Rafael Camacho
|
|
0
|
|
1
|
|
7
|
|
0
|
|
|
Roberto Firmino
|
|
31
|
|
3
|
|
0
|
|
12
|
|
|
Sadio Mané
|
|
35
|
|
1
|
|
0
|
|
22
|
|
|
Simon Mignolet
|
|
0
|
|
0
|
|
37
|
|
0
|
|
|
Trent Alexander-Arnold
|
|
27
|
|
2
|
|
4
|
|
1
|
|
|
Virgil van Dijk
|
|
38
|
|
0
|
|
0
|
|
4
|
|
|
Xherdan Shaqiri
|
|
11
|
|
13
|
|
13
|
|
6
|
|
586
|
|
|
Sub Sub
|
|
|
Manchester City
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Arijanet Muric
|
|
0
|
|
0
|
|
36
|
|
0
|
|
|
Aymeric Laporte
|
|
34
|
|
1
|
|
1
|
|
3
|
|
|
Benjamin Mendy
|
|
10
|
|
0
|
|
1
|
|
0
|
|
|
Bernardo Silva
|
|
31
|
|
5
|
|
1
|
|
7
|
|
|
Claudio Bravo
|
|
0
|
|
0
|
|
2
|
|
0
|
|
|
Danilo
|
|
9
|
|
2
|
|
15
|
|
1
|
|
|
David Silva
|
|
28
|
|
5
|
|
2
|
|
6
|
|
|
Ederson
|
|
38
|
|
0
|
|
0
|
|
0
|
|
|
Fabian Delph
|
|
8
|
|
3
|
|
6
|
|
0
|
|
|
Fernandinho
|
|
27
|
|
2
|
|
0
|
|
1
|
|
|
Gabriel Jesus
|
|
8
|
|
21
|
|
7
|
|
7
|
|
|
Ilkay Gündogan
|
|
23
|
|
8
|
|
1
|
|
6
|
|
|
John Stones
|
|
20
|
|
4
|
|
10
|
|
0
|
|
|
Kevin De Bruyne
|
|
11
|
|
8
|
|
1
|
|
2
|
|
|
Kyle Walker
|
|
30
|
|
3
|
|
4
|
|
1
|
|
|
Leroy Sané
|
|
21
|
|
10
|
|
6
|
|
10
|
|
|
Nicolás Otamendi
|
|
14
|
|
4
|
|
17
|
|
0
|
|
|
Oleksandr Zinchenko
|
|
14
|
|
0
|
|
7
|
|
0
|
|
|
Phil Foden
|
|
3
|
|
10
|
|
16
|
|
1
|
|
|
Philippe Sandler
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Raheem Sterling
|
|
31
|
|
3
|
|
4
|
|
17
|
|
|
Riyad Mahrez
|
|
14
|
|
13
|
|
10
|
|
7
|
|
|
Sergio Agüero
|
|
31
|
|
2
|
|
1
|
|
21
|
|
|
Vincent Kompany
|
|
13
|
|
4
|
|
9
|
|
1
|
|
|
|
|
Sub Sub
|
|
|
Manchester United
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Alexis Sánchez
|
|
9
|
|
11
|
|
3
|
|
1
|
|
|
Ander Herrera
|
|
16
|
|
6
|
|
3
|
|
2
|
|
|
Andreas Pereira
|
|
6
|
|
9
|
|
9
|
|
1
|
|
|
Angel Gomes
|
|
0
|
|
2
|
|
1
|
|
0
|
|
|
Anthony Martial
|
|
18
|
|
9
|
|
3
|
|
10
|
|
|
Antonio Valencia
|
|
5
|
|
1
|
|
3
|
|
0
|
|
|
Ashley Young
|
|
28
|
|
2
|
|
6
|
|
2
|
|
|
Chris Smalling
|
|
24
|
|
0
|
|
4
|
|
1
|
|
|
David de Gea
|
|
38
|
|
0
|
|
0
|
|
0
|
|
|
Diogo Dalot
|
|
12
|
|
4
|
|
6
|
|
0
|
|
|
Eric Bailly
|
|
8
|
|
4
|
|
9
|
|
0
|
|
|
Fred
|
|
13
|
|
4
|
|
15
|
|
1
|
|
|
James Garner
|
|
0
|
|
1
|
|
1
|
|
0
|
|
|
Jesse Lingard
|
|
19
|
|
8
|
|
2
|
|
4
|
|
|
Juan Mata
|
|
16
|
|
6
|
|
11
|
|
3
|
|
|
Lee Grant
|
|
0
|
|
0
|
|
9
|
|
0
|
|
|
Luke Shaw
|
|
29
|
|
0
|
|
0
|
|
1
|
|
|
Marcos Rojo
|
|
2
|
|
3
|
|
6
|
|
0
|
|
|
Marcus Rashford
|
|
26
|
|
7
|
|
2
|
|
10
|
|
|
Marouane Fellaini
|
|
6
|
|
8
|
|
3
|
|
0
|
|
|
Mason Greenwood
|
|
1
|
|
2
|
|
0
|
|
0
|
|
|
Matteo Darmian
|
|
5
|
|
1
|
|
10
|
|
0
|
|
|
Nemanja Matic
|
|
28
|
|
0
|
|
2
|
|
1
|
|
|
Paul Pogba
|
|
34
|
|
1
|
|
2
|
|
13
|
|
|
Phil Jones
|
|
15
|
|
3
|
|
4
|
|
0
|
|
|
Romelu Lukaku
|
|
22
|
|
10
|
|
1
|
|
12
|
|
|
Scott McTominay
|
|
9
|
|
7
|
|
7
|
|
2
|
|
|
Sergio Romero
|
|
0
|
|
0
|
|
29
|
|
0
|
|
|
Tahith Chong
|
|
0
|
|
2
|
|
1
|
|
0
|
|
|
Victor Lindelöf
|
|
29
|
|
1
|
|
2
|
|
1
|
|
587
|
|
|
Sub Sub
|
|
|
Newcastle United
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Antonio Barreca
|
|
0
|
|
1
|
|
2
|
|
0
|
|
|
Ayoze Pérez
|
|
34
|
|
3
|
|
1
|
|
12
|
|
|
Callum Roberts
|
|
0
|
|
0
|
|
2
|
|
0
|
|
|
Christian Atsu
|
|
15
|
|
13
|
|
5
|
|
1
|
|
|
Ciaran Clark
|
|
9
|
|
2
|
|
9
|
|
3
|
|
|
DeAndre Yedlin
|
|
28
|
|
1
|
|
5
|
|
1
|
|
|
Fabian Schär
|
|
22
|
|
2
|
|
7
|
|
4
|
|
|
Federico Fernández
|
|
17
|
|
2
|
|
10
|
|
0
|
|
|
Florian Lejeune
|
|
12
|
|
0
|
|
1
|
|
0
|
|
|
Freddy Woodman
|
|
0
|
|
0
|
|
15
|
|
0
|
|
|
Isaac Hayden
|
|
21
|
|
4
|
|
4
|
|
1
|
|
|
Jacob Murphy
|
|
3
|
|
6
|
|
7
|
|
0
|
|
|
Jamaal Lascelles
|
|
32
|
|
0
|
|
1
|
|
0
|
|
|
Jamie Sterry
|
|
0
|
|
0
|
|
4
|
|
0
|
|
|
Javier Manquillo
|
|
12
|
|
6
|
|
17
|
|
0
|
|
|
Jonjo Shelvey
|
|
10
|
|
6
|
|
7
|
|
1
|
|
|
Joselu
|
|
5
|
|
11
|
|
12
|
|
2
|
|
|
Karl Darlow
|
|
0
|
|
0
|
|
23
|
|
0
|
|
|
Kelland Watts
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Kenedy
|
|
14
|
|
11
|
|
3
|
|
1
|
|
|
Ki Sung-yueng
|
|
14
|
|
4
|
|
6
|
|
0
|
|
|
Lewis Cass
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Martin Dubravka
|
|
38
|
|
0
|
|
0
|
|
0
|
|
|
Matt Ritchie
|
|
35
|
|
1
|
|
0
|
|
2
|
|
|
Miguel Almirón
|
|
9
|
|
1
|
|
0
|
|
0
|
|
|
Mohamed Diamé
|
|
24
|
|
5
|
|
3
|
|
0
|
|
|
Paul Dummett
|
|
21
|
|
5
|
|
2
|
|
0
|
|
|
Salomón Rondón
|
|
30
|
|
2
|
|
3
|
|
11
|
|
|
Sean Longstaff
|
|
8
|
|
1
|
|
6
|
|
1
|
|
|
Yoshinori Muto
|
|
5
|
|
12
|
|
10
|
|
1
|
|
|
|
|
Sub Sub
|
|
|
Southampton
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Alex McCarthy
|
|
25
|
|
0
|
|
8
|
|
0
|
|
|
Alfie Jones
|
|
0
|
|
0
|
|
2
|
|
0
|
|
|
Angus Gunn
|
|
12
|
|
0
|
|
26
|
|
0
|
|
|
Callum Slattery
|
|
1
|
|
2
|
|
7
|
|
0
|
|
|
Cédric Soares
|
|
16
|
|
2
|
|
0
|
|
1
|
|
|
Charlie Austin
|
|
11
|
|
14
|
|
10
|
|
2
|
|
|
Danny Ings
|
|
23
|
|
1
|
|
2
|
|
7
|
|
|
Fraser Forster
|
|
1
|
|
0
|
|
4
|
|
0
|
|
|
Jack Stephens
|
|
19
|
|
5
|
|
8
|
|
1
|
|
|
James Ward-Prowse
|
|
21
|
|
5
|
|
9
|
|
7
|
|
|
Jan Bednarek
|
|
24
|
|
1
|
|
1
|
|
0
|
|
|
Jannik Vestergaard
|
|
23
|
|
0
|
|
7
|
|
0
|
|
|
Josh Sims
|
|
2
|
|
5
|
|
3
|
|
0
|
|
|
Kayne Ramsay
|
|
1
|
|
0
|
|
10
|
|
0
|
|
|
Manolo Gabbiadini
|
|
4
|
|
8
|
|
0
|
|
1
|
|
|
Mario Lemina
|
|
18
|
|
3
|
|
2
|
|
1
|
|
|
Matt Targett
|
|
13
|
|
3
|
|
12
|
|
1
|
|
|
Maya Yoshida
|
|
17
|
|
0
|
|
12
|
|
0
|
|
|
Michael Obafemi
|
|
1
|
|
5
|
|
0
|
|
1
|
|
|
Mohamed Elyounoussi
|
|
8
|
|
8
|
|
8
|
|
0
|
|
|
Nathan Redmond
|
|
36
|
|
2
|
|
0
|
|
6
|
|
|
Oriol Romeu
|
|
25
|
|
6
|
|
2
|
|
1
|
|
|
Pierre-Emile Højbjerg
|
|
31
|
|
0
|
|
2
|
|
4
|
|
|
Ryan Bertrand
|
|
24
|
|
0
|
|
1
|
|
1
|
|
|
Sam Gallagher
|
|
0
|
|
4
|
|
4
|
|
0
|
|
|
Shane Long
|
|
12
|
|
14
|
|
2
|
|
5
|
|
|
Steven Davis
|
|
1
|
|
2
|
|
7
|
|
0
|
|
|
Stuart Armstrong
|
|
16
|
|
13
|
|
5
|
|
3
|
|
|
Tyreke Johnson
|
|
0
|
|
1
|
|
0
|
|
0
|
|
|
Wesley Hoedt
|
|
13
|
|
0
|
|
4
|
|
0
|
|
|
Yan Valery
|
|
20
|
|
3
|
|
1
|
|
2
|
|
588
|
|
|
Sub Sub
|
|
|
Tottenham Hotspur
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Alfie Whiteman
|
|
0
|
|
0
|
|
2
|
|
0
|
|
|
Ben Davies
|
|
20
|
|
7
|
|
7
|
|
0
|
|
|
Christian Eriksen
|
|
30
|
|
5
|
|
1
|
|
8
|
|
|
Danny Rose
|
|
20
|
|
6
|
|
5
|
|
0
|
|
|
Davinson Sánchez
|
|
22
|
|
1
|
|
7
|
|
1
|
|
|
Dele Alli
|
|
22
|
|
3
|
|
0
|
|
5
|
|
|
Eric Dier
|
|
18
|
|
2
|
|
4
|
|
3
|
|
|
Erik Lamela
|
|
9
|
|
10
|
|
3
|
|
4
|
|
|
Fernando Llorente
|
|
6
|
|
14
|
|
10
|
|
1
|
|
|
George Marsh
|
|
0
|
|
0
|
|
2
|
|
0
|
|
|
Georges-Kévin Nkoudou
|
|
0
|
|
1
|
|
2
|
|
0
|
|
|
Harry Kane
|
|
27
|
|
1
|
|
0
|
|
17
|
|
|
Harry Winks
|
|
17
|
|
9
|
|
2
|
|
1
|
|
|
Hugo Lloris
|
|
33
|
|
0
|
|
0
|
|
0
|
|
|
Jan Vertonghen
|
|
22
|
|
0
|
|
1
|
|
1
|
|
|
Juan Foyth
|
|
10
|
|
2
|
|
11
|
|
1
|
|
|
Kazaiah Sterling
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Kieran Trippier
|
|
26
|
|
1
|
|
4
|
|
1
|
|
|
Kyle Walker-Peters
|
|
4
|
|
2
|
|
17
|
|
0
|
|
|
Lucas Moura
|
|
25
|
|
7
|
|
4
|
|
10
|
|
|
Luke Amos
|
|
0
|
|
1
|
|
1
|
|
0
|
|
|
Michel Vorm
|
|
2
|
|
0
|
|
4
|
|
0
|
|
|
Mousa Dembélé
|
|
7
|
|
3
|
|
0
|
|
0
|
|
|
Moussa Sissoko
|
|
27
|
|
2
|
|
1
|
|
0
|
|
|
Oliver Skipp
|
|
2
|
|
6
|
|
13
|
|
0
|
|
|
Paulo Gazzaniga
|
|
3
|
|
0
|
|
32
|
|
0
|
|
|
Serge Aurier
|
|
6
|
|
2
|
|
11
|
|
0
|
|
|
Son Heung-Min
|
|
23
|
|
8
|
|
2
|
|
12
|
|
|
Timothy Eyoma
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Toby Alderweireld
|
|
33
|
|
1
|
|
3
|
|
0
|
|
|
Victor Wanyama
|
|
4
|
|
9
|
|
7
|
|
1
|
|
|
Vincent Janssen
|
|
0
|
|
3
|
|
2
|
|
0
|
|
|
|
|
Sub Sub
|
|
|
Watford
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Abdoulaye Doucouré
|
|
34
|
|
1
|
|
0
|
|
5
|
|
|
Adalberto Peñaranda
|
|
0
|
|
0
|
|
2
|
|
0
|
|
|
Adam Masina
|
|
11
|
|
3
|
|
24
|
|
0
|
|
|
Adrian Mariappa
|
|
20
|
|
6
|
|
10
|
|
0
|
|
|
Andre Gray
|
|
13
|
|
16
|
|
1
|
|
7
|
|
|
Ben Foster
|
|
38
|
|
0
|
|
0
|
|
0
|
|
|
Ben Wilmot
|
|
0
|
|
2
|
|
5
|
|
0
|
|
|
Christian Kabasele
|
|
19
|
|
2
|
|
10
|
|
0
|
|
|
Craig Cathcart
|
|
35
|
|
1
|
|
1
|
|
3
|
|
|
Daryl Janmaat
|
|
17
|
|
1
|
|
4
|
|
0
|
|
|
Domingos Quina
|
|
3
|
|
5
|
|
11
|
|
1
|
|
|
Etienne Capoue
|
|
33
|
|
0
|
|
0
|
|
1
|
|
|
Gerard Deulofeu
|
|
26
|
|
4
|
|
0
|
|
10
|
|
|
Heurelho Gomes
|
|
0
|
|
0
|
|
38
|
|
0
|
|
|
Isaac Success
|
|
9
|
|
21
|
|
3
|
|
1
|
|
|
José Holebas
|
|
27
|
|
1
|
|
3
|
|
3
|
|
|
Ken Sema
|
|
9
|
|
8
|
|
14
|
|
1
|
|
|
Kiko Femenía
|
|
22
|
|
7
|
|
2
|
|
1
|
|
|
Marc Navarro
|
|
1
|
|
1
|
|
5
|
|
0
|
|
|
Miguel Britos
|
|
2
|
|
1
|
|
9
|
|
0
|
|
|
Nathaniel Chalobah
|
|
3
|
|
6
|
|
11
|
|
0
|
|
|
Roberto Pereyra
|
|
33
|
|
0
|
|
0
|
|
6
|
|
|
Sebastian Prödl
|
|
0
|
|
1
|
|
3
|
|
0
|
|
|
Stefano Okaka
|
|
0
|
|
2
|
|
5
|
|
0
|
|
|
Tom Cleverley
|
|
4
|
|
9
|
|
2
|
|
1
|
|
|
Troy Deeney
|
|
28
|
|
4
|
|
0
|
|
9
|
|
|
Will Hughes
|
|
31
|
|
1
|
|
0
|
|
2
|
|
589
|
|
|
Sub Sub
|
|
|
West Ham United
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Aaron Cresswell
|
|
18
|
|
2
|
|
7
|
|
0
|
|
|
Adrián
|
|
0
|
|
0
|
|
38
|
|
0
|
|
|
Andriy Yarmolenko
|
|
5
|
|
4
|
|
0
|
|
2
|
|
|
Andy Carroll
|
|
3
|
|
9
|
|
4
|
|
0
|
|
|
Angelo Ogbonna
|
|
20
|
|
4
|
|
12
|
|
1
|
|
|
Arthur Masuaku
|
|
19
|
|
4
|
|
12
|
|
0
|
|
|
Ben Johnson
|
|
1
|
|
0
|
|
0
|
|
0
|
|
|
Carlos Sánchez
|
|
2
|
|
5
|
|
0
|
|
0
|
|
|
Chicharito
|
|
14
|
|
11
|
|
4
|
|
7
|
|
|
Conor Coventry
|
|
0
|
|
0
|
|
4
|
|
0
|
|
|
Declan Rice
|
|
34
|
|
0
|
|
2
|
|
2
|
|
|
Fabián Balbuena
|
|
23
|
|
0
|
|
4
|
|
1
|
|
|
Felipe Anderson
|
|
36
|
|
0
|
|
0
|
|
9
|
|
|
Grady Diangana
|
|
6
|
|
11
|
|
6
|
|
0
|
|
|
Issa Diop
|
|
33
|
|
0
|
|
5
|
|
1
|
|
|
Jack Wilshere
|
|
4
|
|
4
|
|
1
|
|
0
|
|
|
Joe Powell
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Lucas Pérez
|
|
4
|
|
11
|
|
9
|
|
3
|
|
|
Lukasz Fabianski
|
|
38
|
|
0
|
|
0
|
|
0
|
|
|
Manuel Lanzini
|
|
8
|
|
2
|
|
0
|
|
1
|
|
|
Mark Noble
|
|
29
|
|
2
|
|
4
|
|
5
|
|
|
Marko Arnautovic
|
|
24
|
|
4
|
|
0
|
|
10
|
|
|
Michail Antonio
|
|
22
|
|
11
|
|
2
|
|
6
|
|
|
Nathan Holland
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Pablo Zabaleta
|
|
23
|
|
3
|
|
7
|
|
0
|
|
|
Pedro Obiang
|
|
12
|
|
12
|
|
10
|
|
0
|
|
|
Robert Snodgrass
|
|
25
|
|
8
|
|
3
|
|
2
|
|
|
Ryan Fredericks
|
|
12
|
|
3
|
|
8
|
|
1
|
|
|
Samir Nasri
|
|
3
|
|
2
|
|
4
|
|
0
|
|
|
Xande Silva
|
|
0
|
|
1
|
|
4
|
|
0
|
|
|
|
|
Sub Sub
|
|
|
Wolverhampton Wanderers
|
|
P
|
|
P
|
|
NP
|
|
GS
|
|
|
Adama Traoré
|
|
8
|
|
21
|
|
8
|
|
1
|
|
|
Bright Enobakhare
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Cameron John
|
|
0
|
|
0
|
|
1
|
|
0
|
|
|
Conor Coady
|
|
38
|
|
0
|
|
0
|
|
0
|
|
|
Diogo Jota
|
|
29
|
|
4
|
|
0
|
|
9
|
|
|
Hélder Costa
|
|
16
|
|
9
|
|
13
|
|
1
|
|
|
Ivan Cavaleiro
|
|
6
|
|
17
|
|
9
|
|
3
|
|
|
João Moutinho
|
|
35
|
|
3
|
|
0
|
|
1
|
|
|
John Ruddy
|
|
1
|
|
0
|
|
36
|
|
0
|
|
|
Jonny
|
|
32
|
|
1
|
|
1
|
|
1
|
|
|
Kortney Hause
|
|
0
|
|
0
|
|
11
|
|
0
|
|
|
Leander Dendoncker
|
|
17
|
|
2
|
|
8
|
|
2
|
|
|
Léo Bonatini
|
|
0
|
|
7
|
|
12
|
|
0
|
|
|
Matt Doherty
|
|
35
|
|
3
|
|
0
|
|
4
|
|
|
Max Kilman
|
|
0
|
|
1
|
|
5
|
|
0
|
|
|
Morgan Gibbs-White
|
|
5
|
|
21
|
|
10
|
|
0
|
|
|
Raúl Jiménez
|
|
36
|
|
2
|
|
0
|
|
13
|
|
|
Romain Saïss
|
|
12
|
|
7
|
|
15
|
|
2
|
|
|
Rúben Neves
|
|
34
|
|
1
|
|
2
|
|
4
|
|
|
Rúben Vinagre
|
|
7
|
|
10
|
|
19
|
|
0
|
|
|
Rui Patrício
|
|
37
|
|
0
|
|
0
|
|
0
|
|
|
Ryan Bennett
|
|
34
|
|
0
|
|
2
|
|
1
|
|
|
Ryan John Giles
|
|
0
|
|
0
|
|
2
|
|
0
|
|
|
Will Norris
|
|
0
|
|
1
|
|
1
|
|
0
|
|
|
Willy Boly
|
|
36
|
|
0
|
|
0
|
|
4
|
|
590
Premier League Tables
|
Premier League 1992/93
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester United
|
|
42
|
|
24
|
|
12
|
|
6
|
|
67
|
|
31
|
|
36
|
|
84
|
|
|
2
|
Aston Villa
|
|
42
|
|
21
|
|
11
|
|
10
|
|
57
|
|
40
|
|
17
|
|
74
|
|
|
3
|
Norwich City
|
|
42
|
|
21
|
|
9
|
|
12
|
|
61
|
|
65
|
|
-4
|
|
72
|
|
|
4
|
Blackburn Rovers
|
|
42
|
|
20
|
|
11
|
|
11
|
|
68
|
|
46
|
|
22
|
|
71
|
|
|
5
|
Queens Park Rangers
|
|
42
|
|
17
|
|
12
|
|
13
|
|
63
|
|
55
|
|
8
|
|
63
|
|
|
6
|
Liverpool
|
|
42
|
|
16
|
|
11
|
|
15
|
|
62
|
|
55
|
|
7
|
|
59
|
|
|
7
|
Sheffield Wednesday
|
|
42
|
|
15
|
|
14
|
|
13
|
|
55
|
|
51
|
|
4
|
|
59
|
|
|
8
|
Tottenham Hotspur
|
|
42
|
|
16
|
|
11
|
|
15
|
|
60
|
|
66
|
|
-6
|
|
59
|
|
|
9
|
Manchester City
|
|
42
|
|
15
|
|
12
|
|
15
|
|
56
|
|
51
|
|
5
|
|
57
|
|
|
10
|
Arsenal
|
|
42
|
|
15
|
|
11
|
|
16
|
|
40
|
|
38
|
|
2
|
|
56
|
|
|
11
|
Chelsea
|
|
42
|
|
14
|
|
14
|
|
14
|
|
51
|
|
54
|
|
-3
|
|
56
|
|
|
12
|
Wimbledon
|
|
42
|
|
14
|
|
12
|
|
16
|
|
56
|
|
55
|
|
1
|
|
54
|
|
|
13
|
Everton
|
|
42
|
|
15
|
|
8
|
|
19
|
|
53
|
|
55
|
|
-2
|
|
53
|
|
|
14
|
Sheffield United
|
|
42
|
|
14
|
|
10
|
|
18
|
|
54
|
|
53
|
|
1
|
|
52
|
|
|
15
|
Coventry City
|
|
42
|
|
13
|
|
13
|
|
16
|
|
52
|
|
57
|
|
-5
|
|
52
|
|
|
16
|
Ipswich Town
|
|
42
|
|
12
|
|
16
|
|
14
|
|
50
|
|
55
|
|
-5
|
|
52
|
|
|
17
|
Leeds United
|
|
42
|
|
12
|
|
15
|
|
15
|
|
57
|
|
62
|
|
-5
|
|
51
|
|
|
18
|
Southampton
|
|
42
|
|
13
|
|
11
|
|
18
|
|
54
|
|
61
|
|
-7
|
|
50
|
|
|
19
|
Oldham Athletic
|
|
42
|
|
13
|
|
10
|
|
19
|
|
63
|
|
74
|
|
-11
|
|
49
|
|
|
20
|
Crystal Palace
|
|
42
|
|
11
|
|
16
|
|
15
|
|
48
|
|
61
|
|
-13
|
|
49
|
|
|
21
|
Middlesbrough
|
|
42
|
|
11
|
|
11
|
|
20
|
|
54
|
|
75
|
|
-21
|
|
44
|
|
|
22
|
Nottingham Forest
|
|
42
|
|
10
|
|
10
|
|
22
|
|
41
|
|
62
|
|
-21
|
|
40
|
|
|
Premier League 1993/94
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester United
|
|
42
|
|
27
|
|
11
|
|
4
|
|
80
|
|
38
|
|
42
|
|
92
|
|
|
2
|
Blackburn Rovers
|
|
42
|
|
25
|
|
9
|
|
8
|
|
63
|
|
36
|
|
27
|
|
84
|
|
|
3
|
Newcastle United
|
|
42
|
|
23
|
|
8
|
|
11
|
|
82
|
|
41
|
|
41
|
|
77
|
|
|
4
|
Arsenal
|
|
42
|
|
18
|
|
17
|
|
7
|
|
53
|
|
28
|
|
25
|
|
71
|
|
|
5
|
Leeds United
|
|
42
|
|
18
|
|
16
|
|
8
|
|
65
|
|
39
|
|
26
|
|
70
|
|
|
6
|
Wimbledon
|
|
42
|
|
18
|
|
11
|
|
13
|
|
56
|
|
53
|
|
3
|
|
65
|
|
|
7
|
Sheffield Wednesday
|
|
42
|
|
16
|
|
16
|
|
10
|
|
76
|
|
54
|
|
22
|
|
64
|
|
|
8
|
Liverpool
|
|
42
|
|
17
|
|
9
|
|
16
|
|
59
|
|
55
|
|
4
|
|
60
|
|
|
9
|
Queens Park Rangers
|
|
42
|
|
16
|
|
12
|
|
14
|
|
62
|
|
61
|
|
1
|
|
60
|
|
|
10
|
Aston Villa
|
|
42
|
|
15
|
|
12
|
|
15
|
|
46
|
|
50
|
|
-4
|
|
57
|
|
|
11
|
Coventry City
|
|
42
|
|
14
|
|
14
|
|
14
|
|
43
|
|
45
|
|
-2
|
|
56
|
|
|
12
|
Norwich City
|
|
42
|
|
12
|
|
17
|
|
13
|
|
65
|
|
61
|
|
4
|
|
53
|
|
|
13
|
West Ham United
|
|
42
|
|
13
|
|
13
|
|
16
|
|
47
|
|
58
|
|
-11
|
|
52
|
|
|
14
|
Chelsea
|
|
42
|
|
13
|
|
12
|
|
17
|
|
49
|
|
53
|
|
-4
|
|
51
|
|
|
15
|
Tottenham Hotspur
|
|
42
|
|
11
|
|
12
|
|
19
|
|
54
|
|
59
|
|
-5
|
|
45
|
|
|
16
|
Manchester City
|
|
42
|
|
9
|
|
18
|
|
15
|
|
38
|
|
49
|
|
-11
|
|
45
|
|
|
17
|
Everton
|
|
42
|
|
12
|
|
8
|
|
22
|
|
42
|
|
63
|
|
-21
|
|
44
|
|
|
18
|
Southampton
|
|
42
|
|
12
|
|
7
|
|
23
|
|
49
|
|
66
|
|
-17
|
|
43
|
|
|
19
|
Ipswich Town
|
|
42
|
|
9
|
|
16
|
|
17
|
|
35
|
|
58
|
|
-23
|
|
43
|
|
|
20
|
Sheffield United
|
|
42
|
|
8
|
|
18
|
|
16
|
|
42
|
|
60
|
|
-18
|
|
42
|
|
|
21
|
Oldham Athletic
|
|
42
|
|
9
|
|
13
|
|
20
|
|
42
|
|
68
|
|
-26
|
|
40
|
|
|
22
|
Swindon Town
|
|
42
|
|
5
|
|
15
|
|
22
|
|
47
|
|
100
|
|
-53
|
|
30
|
|
591
|
Premier League 1994/95
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Blackburn Rovers
|
|
42
|
|
27
|
|
8
|
|
7
|
|
80
|
|
39
|
|
41
|
|
89
|
|
|
2
|
Manchester United
|
|
42
|
|
26
|
|
10
|
|
6
|
|
77
|
|
28
|
|
49
|
|
88
|
|
|
3
|
Nottingham Forest
|
|
42
|
|
22
|
|
11
|
|
9
|
|
72
|
|
43
|
|
29
|
|
77
|
|
|
4
|
Liverpool
|
|
42
|
|
21
|
|
11
|
|
10
|
|
65
|
|
37
|
|
28
|
|
74
|
|
|
5
|
Leeds United
|
|
42
|
|
20
|
|
13
|
|
9
|
|
59
|
|
38
|
|
21
|
|
73
|
|
|
6
|
Newcastle United
|
|
42
|
|
20
|
|
12
|
|
10
|
|
67
|
|
47
|
|
20
|
|
72
|
|
|
7
|
Tottenham Hotspur
|
|
42
|
|
16
|
|
14
|
|
12
|
|
66
|
|
58
|
|
8
|
|
62
|
|
|
8
|
Queens Park Rangers
|
|
42
|
|
17
|
|
9
|
|
16
|
|
61
|
|
59
|
|
2
|
|
60
|
|
|
9
|
Wimbledon
|
|
42
|
|
15
|
|
11
|
|
16
|
|
48
|
|
65
|
|
-17
|
|
56
|
|
|
10
|
Southampton
|
|
42
|
|
12
|
|
18
|
|
12
|
|
61
|
|
63
|
|
-2
|
|
54
|
|
|
11
|
Chelsea
|
|
42
|
|
13
|
|
15
|
|
14
|
|
50
|
|
55
|
|
-5
|
|
54
|
|
|
12
|
Arsenal
|
|
42
|
|
13
|
|
12
|
|
17
|
|
52
|
|
49
|
|
3
|
|
51
|
|
|
13
|
Sheffield Wednesday
|
|
42
|
|
13
|
|
12
|
|
17
|
|
49
|
|
57
|
|
-8
|
|
51
|
|
|
14
|
West Ham United
|
|
42
|
|
13
|
|
11
|
|
18
|
|
44
|
|
48
|
|
-4
|
|
50
|
|
|
15
|
Everton
|
|
42
|
|
11
|
|
17
|
|
14
|
|
44
|
|
51
|
|
-7
|
|
50
|
|
|
16
|
Coventry City
|
|
42
|
|
12
|
|
14
|
|
16
|
|
44
|
|
62
|
|
-18
|
|
50
|
|
|
17
|
Manchester City
|
|
42
|
|
12
|
|
13
|
|
17
|
|
53
|
|
64
|
|
-11
|
|
49
|
|
|
18
|
Aston Villa
|
|
42
|
|
11
|
|
15
|
|
16
|
|
51
|
|
56
|
|
-5
|
|
48
|
|
|
19
|
Crystal Palace
|
|
42
|
|
11
|
|
12
|
|
19
|
|
34
|
|
49
|
|
-15
|
|
45
|
|
|
20
|
Norwich City
|
|
42
|
|
10
|
|
13
|
|
19
|
|
37
|
|
54
|
|
-17
|
|
43
|
|
|
21
|
Leicester City
|
|
42
|
|
6
|
|
11
|
|
25
|
|
45
|
|
80
|
|
-35
|
|
29
|
|
|
22
|
Ipswich Town
|
|
42
|
|
7
|
|
6
|
|
29
|
|
36
|
|
93
|
|
-57
|
|
27
|
|
|
Premier League 1995/96
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester United
|
|
38
|
|
25
|
|
7
|
|
6
|
|
73
|
|
35
|
|
38
|
|
82
|
|
|
2
|
Newcastle United
|
|
38
|
|
24
|
|
6
|
|
8
|
|
66
|
|
37
|
|
29
|
|
78
|
|
|
3
|
Liverpool
|
|
38
|
|
20
|
|
11
|
|
7
|
|
70
|
|
34
|
|
36
|
|
71
|
|
|
4
|
Aston Villa
|
|
38
|
|
18
|
|
9
|
|
11
|
|
52
|
|
35
|
|
17
|
|
63
|
|
|
5
|
Arsenal
|
|
38
|
|
17
|
|
12
|
|
9
|
|
49
|
|
32
|
|
17
|
|
63
|
|
|
6
|
Everton
|
|
38
|
|
17
|
|
10
|
|
11
|
|
64
|
|
44
|
|
20
|
|
61
|
|
|
7
|
Blackburn Rovers
|
|
38
|
|
18
|
|
7
|
|
13
|
|
61
|
|
47
|
|
14
|
|
61
|
|
|
8
|
Tottenham Hotspur
|
|
38
|
|
16
|
|
13
|
|
9
|
|
50
|
|
38
|
|
12
|
|
61
|
|
|
9
|
Nottingham Forest
|
|
38
|
|
15
|
|
13
|
|
10
|
|
50
|
|
54
|
|
-4
|
|
58
|
|
|
10
|
West Ham United
|
|
38
|
|
14
|
|
9
|
|
15
|
|
43
|
|
52
|
|
-9
|
|
51
|
|
|
11
|
Chelsea
|
|
38
|
|
12
|
|
14
|
|
12
|
|
46
|
|
44
|
|
2
|
|
50
|
|
|
12
|
Middlesbrough
|
|
38
|
|
11
|
|
10
|
|
17
|
|
35
|
|
50
|
|
-15
|
|
43
|
|
|
13
|
Leeds United
|
|
38
|
|
12
|
|
7
|
|
19
|
|
40
|
|
57
|
|
-17
|
|
43
|
|
|
14
|
Wimbledon
|
|
38
|
|
10
|
|
11
|
|
17
|
|
55
|
|
70
|
|
-15
|
|
41
|
|
|
15
|
Sheffield Wednesday
|
|
38
|
|
10
|
|
10
|
|
18
|
|
48
|
|
61
|
|
-13
|
|
40
|
|
|
16
|
Coventry City
|
|
38
|
|
8
|
|
14
|
|
16
|
|
42
|
|
60
|
|
-18
|
|
38
|
|
|
17
|
Southampton
|
|
38
|
|
9
|
|
11
|
|
18
|
|
34
|
|
52
|
|
-18
|
|
38
|
|
|
18
|
Manchester City
|
|
38
|
|
9
|
|
11
|
|
18
|
|
33
|
|
58
|
|
-25
|
|
38
|
|
|
19
|
Queens Park Rangers
|
|
38
|
|
9
|
|
6
|
|
23
|
|
38
|
|
57
|
|
-19
|
|
33
|
|
|
20
|
Bolton Wanderers
|
|
38
|
|
8
|
|
5
|
|
25
|
|
39
|
|
71
|
|
-32
|
|
29
|
|
592
|
Premier League 1996/97
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester United
|
|
38
|
|
21
|
|
12
|
|
5
|
|
76
|
|
44
|
|
32
|
|
75
|
|
|
2
|
Newcastle United
|
|
38
|
|
19
|
|
11
|
|
8
|
|
73
|
|
40
|
|
33
|
|
68
|
|
|
3
|
Arsenal
|
|
38
|
|
19
|
|
11
|
|
8
|
|
62
|
|
32
|
|
30
|
|
68
|
|
|
4
|
Liverpool
|
|
38
|
|
19
|
|
11
|
|
8
|
|
62
|
|
37
|
|
25
|
|
68
|
|
|
5
|
Aston Villa
|
|
38
|
|
17
|
|
10
|
|
11
|
|
47
|
|
34
|
|
13
|
|
61
|
|
|
6
|
Chelsea
|
|
38
|
|
16
|
|
11
|
|
11
|
|
58
|
|
55
|
|
3
|
|
59
|
|
|
7
|
Sheffield Wednesday
|
|
38
|
|
14
|
|
15
|
|
9
|
|
50
|
|
51
|
|
-1
|
|
57
|
|
|
8
|
Wimbledon
|
|
38
|
|
15
|
|
11
|
|
12
|
|
49
|
|
46
|
|
3
|
|
56
|
|
|
9
|
Leicester City
|
|
38
|
|
12
|
|
11
|
|
15
|
|
46
|
|
54
|
|
-8
|
|
47
|
|
|
10
|
Tottenham Hotspur
|
|
38
|
|
13
|
|
7
|
|
18
|
|
44
|
|
51
|
|
-7
|
|
46
|
|
|
11
|
Leeds United
|
|
38
|
|
11
|
|
13
|
|
14
|
|
28
|
|
38
|
|
-10
|
|
46
|
|
|
12
|
Derby County
|
|
38
|
|
11
|
|
13
|
|
14
|
|
45
|
|
58
|
|
-13
|
|
46
|
|
|
13
|
Blackburn Rovers
|
|
38
|
|
9
|
|
15
|
|
14
|
|
42
|
|
43
|
|
-1
|
|
42
|
|
|
14
|
West Ham United
|
|
38
|
|
10
|
|
12
|
|
16
|
|
39
|
|
48
|
|
-9
|
|
42
|
|
|
15
|
Everton
|
|
38
|
|
10
|
|
12
|
|
16
|
|
44
|
|
57
|
|
-13
|
|
42
|
|
|
16
|
Southampton
|
|
38
|
|
10
|
|
11
|
|
17
|
|
50
|
|
56
|
|
-6
|
|
41
|
|
|
17
|
Coventry City
|
|
38
|
|
9
|
|
14
|
|
15
|
|
38
|
|
54
|
|
-16
|
|
41
|
|
|
18
|
Sunderland
|
|
38
|
|
10
|
|
10
|
|
18
|
|
35
|
|
53
|
|
-18
|
|
40
|
|
|
19
|
Middlesbrough
|
|
38
|
|
10
|
|
12
|
|
16
|
|
51
|
|
60
|
|
-9
|
|
39
|
*
|
|
20
|
Nottingham Forest
|
|
38
|
|
6
|
|
16
|
|
16
|
|
31
|
|
59
|
|
-28
|
|
34
|
|
*Middlesbrough deducted 3 points
|
Premier League 1997/98
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Arsenal
|
|
38
|
|
23
|
|
9
|
|
6
|
|
68
|
|
33
|
|
35
|
|
78
|
|
|
2
|
Manchester United
|
|
38
|
|
23
|
|
8
|
|
7
|
|
73
|
|
26
|
|
47
|
|
77
|
|
|
3
|
Liverpool
|
|
38
|
|
18
|
|
11
|
|
9
|
|
68
|
|
42
|
|
26
|
|
65
|
|
|
4
|
Chelsea
|
|
38
|
|
20
|
|
3
|
|
15
|
|
71
|
|
43
|
|
28
|
|
63
|
|
|
5
|
Leeds United
|
|
38
|
|
17
|
|
8
|
|
13
|
|
57
|
|
46
|
|
11
|
|
59
|
|
|
6
|
Blackburn Rovers
|
|
38
|
|
16
|
|
10
|
|
12
|
|
57
|
|
52
|
|
5
|
|
58
|
|
|
7
|
Aston Villa
|
|
38
|
|
17
|
|
6
|
|
15
|
|
49
|
|
48
|
|
1
|
|
57
|
|
|
8
|
West Ham United
|
|
38
|
|
16
|
|
8
|
|
14
|
|
56
|
|
57
|
|
-1
|
|
56
|
|
|
9
|
Derby County
|
|
38
|
|
16
|
|
7
|
|
15
|
|
52
|
|
49
|
|
3
|
|
55
|
|
|
10
|
Leicester City
|
|
38
|
|
13
|
|
14
|
|
11
|
|
51
|
|
41
|
|
10
|
|
53
|
|
|
11
|
Coventry City
|
|
38
|
|
12
|
|
16
|
|
10
|
|
46
|
|
44
|
|
2
|
|
52
|
|
|
12
|
Southampton
|
|
38
|
|
14
|
|
6
|
|
18
|
|
50
|
|
55
|
|
-5
|
|
48
|
|
|
13
|
Newcastle United
|
|
38
|
|
11
|
|
11
|
|
16
|
|
35
|
|
44
|
|
-9
|
|
44
|
|
|
14
|
Tottenham Hotspur
|
|
38
|
|
11
|
|
11
|
|
16
|
|
44
|
|
56
|
|
-12
|
|
44
|
|
|
15
|
Wimbledon
|
|
38
|
|
10
|
|
14
|
|
14
|
|
34
|
|
46
|
|
-12
|
|
44
|
|
|
16
|
Sheffield Wednesday
|
|
38
|
|
12
|
|
8
|
|
18
|
|
52
|
|
67
|
|
-15
|
|
44
|
|
|
17
|
Everton
|
|
38
|
|
9
|
|
13
|
|
16
|
|
41
|
|
56
|
|
-15
|
|
40
|
|
|
18
|
Bolton Wanderers
|
|
38
|
|
9
|
|
13
|
|
16
|
|
41
|
|
61
|
|
-20
|
|
40
|
|
|
19
|
Barnsley
|
|
38
|
|
10
|
|
5
|
|
23
|
|
37
|
|
82
|
|
-45
|
|
35
|
|
|
20
|
Crystal Palace
|
|
38
|
|
8
|
|
9
|
|
21
|
|
37
|
|
71
|
|
-34
|
|
33
|
|
593
|
Premier League 1998/99
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester United
|
|
38
|
|
22
|
|
13
|
|
3
|
|
80
|
|
37
|
|
43
|
|
79
|
|
|
2
|
Arsenal
|
|
38
|
|
22
|
|
12
|
|
4
|
|
59
|
|
17
|
|
42
|
|
78
|
|
|
3
|
Chelsea
|
|
38
|
|
20
|
|
15
|
|
3
|
|
57
|
|
30
|
|
27
|
|
75
|
|
|
4
|
Leeds United
|
|
38
|
|
18
|
|
13
|
|
7
|
|
62
|
|
34
|
|
28
|
|
67
|
|
|
5
|
West Ham United
|
|
38
|
|
16
|
|
9
|
|
13
|
|
46
|
|
53
|
|
-7
|
|
57
|
|
|
6
|
Aston Villa
|
|
38
|
|
15
|
|
10
|
|
13
|
|
51
|
|
46
|
|
5
|
|
55
|
|
|
7
|
Liverpool
|
|
38
|
|
15
|
|
9
|
|
14
|
|
68
|
|
49
|
|
19
|
|
54
|
|
|
8
|
Derby County
|
|
38
|
|
13
|
|
13
|
|
12
|
|
40
|
|
45
|
|
-5
|
|
52
|
|
|
9
|
Middlesbrough
|
|
38
|
|
12
|
|
15
|
|
11
|
|
48
|
|
54
|
|
-6
|
|
51
|
|
|
10
|
Leicester City
|
|
38
|
|
12
|
|
13
|
|
13
|
|
40
|
|
46
|
|
-6
|
|
49
|
|
|
11
|
Tottenham Hotspur
|
|
38
|
|
11
|
|
14
|
|
13
|
|
47
|
|
50
|
|
-3
|
|
47
|
|
|
12
|
Sheffield Wednesday
|
|
38
|
|
13
|
|
7
|
|
18
|
|
41
|
|
42
|
|
-1
|
|
46
|
|
|
13
|
Newcastle United
|
|
38
|
|
11
|
|
13
|
|
14
|
|
48
|
|
54
|
|
-6
|
|
46
|
|
|
14
|
Everton
|
|
38
|
|
11
|
|
10
|
|
17
|
|
42
|
|
47
|
|
-5
|
|
43
|
|
|
15
|
Coventry City
|
|
38
|
|
11
|
|
9
|
|
18
|
|
39
|
|
51
|
|
-12
|
|
42
|
|
|
16
|
Wimbledon
|
|
38
|
|
10
|
|
12
|
|
16
|
|
40
|
|
63
|
|
-23
|
|
42
|
|
|
17
|
Southampton
|
|
38
|
|
11
|
|
8
|
|
19
|
|
37
|
|
64
|
|
-27
|
|
41
|
|
|
18
|
Charlton Athletic
|
|
38
|
|
8
|
|
12
|
|
18
|
|
41
|
|
56
|
|
-15
|
|
36
|
|
|
19
|
Blackburn Rovers
|
|
38
|
|
7
|
|
14
|
|
17
|
|
38
|
|
52
|
|
-14
|
|
35
|
|
|
20
|
Nottingham Forest
|
|
38
|
|
7
|
|
9
|
|
22
|
|
35
|
|
69
|
|
-34
|
|
30
|
|
|
Premier League 1999/00
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester United
|
|
38
|
|
28
|
|
7
|
|
3
|
|
97
|
|
45
|
|
52
|
|
91
|
|
|
2
|
Arsenal
|
|
38
|
|
22
|
|
7
|
|
9
|
|
73
|
|
43
|
|
30
|
|
73
|
|
|
3
|
Leeds United
|
|
38
|
|
21
|
|
6
|
|
11
|
|
58
|
|
43
|
|
15
|
|
69
|
|
|
4
|
Liverpool
|
|
38
|
|
19
|
|
10
|
|
9
|
|
51
|
|
30
|
|
21
|
|
67
|
|
|
5
|
Chelsea
|
|
38
|
|
18
|
|
11
|
|
9
|
|
53
|
|
34
|
|
19
|
|
65
|
|
|
6
|
Aston Villa
|
|
38
|
|
15
|
|
13
|
|
10
|
|
46
|
|
35
|
|
11
|
|
58
|
|
|
7
|
Sunderland
|
|
38
|
|
16
|
|
10
|
|
12
|
|
57
|
|
56
|
|
1
|
|
58
|
|
|
8
|
Leicester City
|
|
38
|
|
16
|
|
7
|
|
15
|
|
55
|
|
55
|
|
0
|
|
55
|
|
|
9
|
West Ham United
|
|
38
|
|
15
|
|
10
|
|
13
|
|
52
|
|
53
|
|
-1
|
|
55
|
|
|
10
|
Tottenham Hotspur
|
|
38
|
|
15
|
|
8
|
|
15
|
|
57
|
|
49
|
|
8
|
|
53
|
|
|
11
|
Newcastle United
|
|
38
|
|
14
|
|
10
|
|
14
|
|
63
|
|
54
|
|
9
|
|
52
|
|
|
12
|
Middlesbrough
|
|
38
|
|
14
|
|
10
|
|
14
|
|
46
|
|
52
|
|
-6
|
|
52
|
|
|
13
|
Everton
|
|
38
|
|
12
|
|
14
|
|
12
|
|
59
|
|
49
|
|
10
|
|
50
|
|
|
14
|
Coventry City
|
|
38
|
|
12
|
|
8
|
|
18
|
|
47
|
|
54
|
|
-7
|
|
44
|
|
|
15
|
Southampton
|
|
38
|
|
12
|
|
8
|
|
18
|
|
45
|
|
62
|
|
-17
|
|
44
|
|
|
16
|
Derby County
|
|
38
|
|
9
|
|
11
|
|
18
|
|
44
|
|
57
|
|
-13
|
|
38
|
|
|
17
|
Bradford City
|
|
38
|
|
9
|
|
9
|
|
20
|
|
38
|
|
68
|
|
-30
|
|
36
|
|
|
18
|
Wimbledon
|
|
38
|
|
7
|
|
12
|
|
19
|
|
46
|
|
74
|
|
-28
|
|
33
|
|
|
19
|
Sheffield Wednesday
|
|
38
|
|
8
|
|
7
|
|
23
|
|
38
|
|
70
|
|
-32
|
|
31
|
|
|
20
|
Watford
|
|
38
|
|
6
|
|
6
|
|
26
|
|
35
|
|
77
|
|
-42
|
|
24
|
|
594
|
Premier League 2000/01
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester United
|
|
38
|
|
24
|
|
8
|
|
6
|
|
79
|
|
31
|
|
48
|
|
80
|
|
|
2
|
Arsenal
|
|
38
|
|
20
|
|
10
|
|
8
|
|
63
|
|
38
|
|
25
|
|
70
|
|
|
3
|
Liverpool
|
|
38
|
|
20
|
|
9
|
|
9
|
|
71
|
|
39
|
|
32
|
|
69
|
|
|
4
|
Leeds United
|
|
38
|
|
20
|
|
8
|
|
10
|
|
64
|
|
43
|
|
21
|
|
68
|
|
|
5
|
Ipswich Town
|
|
38
|
|
20
|
|
6
|
|
12
|
|
57
|
|
42
|
|
15
|
|
66
|
|
|
6
|
Chelsea
|
|
38
|
|
17
|
|
10
|
|
11
|
|
68
|
|
45
|
|
23
|
|
61
|
|
|
7
|
Sunderland
|
|
38
|
|
15
|
|
12
|
|
11
|
|
46
|
|
41
|
|
5
|
|
57
|
|
|
8
|
Aston Villa
|
|
38
|
|
13
|
|
15
|
|
10
|
|
46
|
|
43
|
|
3
|
|
54
|
|
|
9
|
Charlton Athletic
|
|
38
|
|
14
|
|
10
|
|
14
|
|
50
|
|
57
|
|
-7
|
|
52
|
|
|
10
|
Southampton
|
|
38
|
|
14
|
|
10
|
|
14
|
|
40
|
|
48
|
|
-8
|
|
52
|
|
|
11
|
Newcastle United
|
|
38
|
|
14
|
|
9
|
|
15
|
|
44
|
|
50
|
|
-6
|
|
51
|
|
|
12
|
Tottenham Hotspur
|
|
38
|
|
13
|
|
10
|
|
15
|
|
47
|
|
54
|
|
-7
|
|
49
|
|
|
13
|
Leicester City
|
|
38
|
|
14
|
|
6
|
|
18
|
|
39
|
|
51
|
|
-12
|
|
48
|
|
|
14
|
Middlesbrough
|
|
38
|
|
9
|
|
15
|
|
14
|
|
44
|
|
44
|
|
0
|
|
42
|
|
|
15
|
West Ham United
|
|
38
|
|
10
|
|
12
|
|
16
|
|
45
|
|
50
|
|
-5
|
|
42
|
|
|
16
|
Everton
|
|
38
|
|
11
|
|
9
|
|
18
|
|
45
|
|
59
|
|
-14
|
|
42
|
|
|
17
|
Derby County
|
|
38
|
|
10
|
|
12
|
|
16
|
|
37
|
|
59
|
|
-22
|
|
42
|
|
|
18
|
Manchester City
|
|
38
|
|
8
|
|
10
|
|
20
|
|
41
|
|
65
|
|
-24
|
|
34
|
|
|
19
|
Coventry City
|
|
38
|
|
8
|
|
10
|
|
20
|
|
36
|
|
63
|
|
-27
|
|
34
|
|
|
20
|
Bradford City
|
|
38
|
|
5
|
|
11
|
|
22
|
|
30
|
|
70
|
|
-40
|
|
26
|
|
|
Premier League 2001/02
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Arsenal
|
|
38
|
|
26
|
|
9
|
|
3
|
|
79
|
|
36
|
|
43
|
|
87
|
|
|
2
|
Liverpool
|
|
38
|
|
24
|
|
8
|
|
6
|
|
67
|
|
30
|
|
37
|
|
80
|
|
|
3
|
Manchester United
|
|
38
|
|
24
|
|
5
|
|
9
|
|
87
|
|
45
|
|
42
|
|
77
|
|
|
4
|
Newcastle United
|
|
38
|
|
21
|
|
8
|
|
9
|
|
74
|
|
52
|
|
22
|
|
71
|
|
|
5
|
Leeds United
|
|
38
|
|
18
|
|
12
|
|
8
|
|
53
|
|
37
|
|
16
|
|
66
|
|
|
6
|
Chelsea
|
|
38
|
|
17
|
|
13
|
|
8
|
|
66
|
|
38
|
|
28
|
|
64
|
|
|
7
|
West Ham United
|
|
38
|
|
15
|
|
8
|
|
15
|
|
48
|
|
57
|
|
-9
|
|
53
|
|
|
8
|
Aston Villa
|
|
38
|
|
12
|
|
14
|
|
12
|
|
46
|
|
47
|
|
-1
|
|
50
|
|
|
9
|
Tottenham Hotspur
|
|
38
|
|
14
|
|
8
|
|
16
|
|
49
|
|
53
|
|
-4
|
|
50
|
|
|
10
|
Blackburn Rovers
|
|
38
|
|
12
|
|
10
|
|
16
|
|
55
|
|
51
|
|
4
|
|
46
|
|
|
11
|
Southampton
|
|
38
|
|
12
|
|
9
|
|
17
|
|
46
|
|
54
|
|
-8
|
|
45
|
|
|
12
|
Middlesbrough
|
|
38
|
|
12
|
|
9
|
|
17
|
|
35
|
|
47
|
|
-12
|
|
45
|
|
|
13
|
Fulham
|
|
38
|
|
10
|
|
14
|
|
14
|
|
36
|
|
44
|
|
-8
|
|
44
|
|
|
14
|
Charlton Athletic
|
|
38
|
|
10
|
|
14
|
|
14
|
|
38
|
|
49
|
|
-11
|
|
44
|
|
|
15
|
Everton
|
|
38
|
|
11
|
|
10
|
|
17
|
|
45
|
|
57
|
|
-12
|
|
43
|
|
|
16
|
Bolton Wanderers
|
|
38
|
|
9
|
|
13
|
|
16
|
|
44
|
|
62
|
|
-18
|
|
40
|
|
|
17
|
Sunderland
|
|
38
|
|
10
|
|
10
|
|
18
|
|
29
|
|
51
|
|
-22
|
|
40
|
|
|
18
|
Ipswich Town
|
|
38
|
|
9
|
|
9
|
|
20
|
|
41
|
|
64
|
|
-23
|
|
36
|
|
|
19
|
Derby County
|
|
38
|
|
8
|
|
6
|
|
24
|
|
33
|
|
63
|
|
-30
|
|
30
|
|
|
20
|
Leicester City
|
|
38
|
|
5
|
|
13
|
|
20
|
|
30
|
|
64
|
|
-34
|
|
28
|
|
595
|
Premier League 2002/03
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester United
|
|
38
|
|
25
|
|
8
|
|
5
|
|
74
|
|
34
|
|
40
|
|
83
|
|
|
2
|
Arsenal
|
|
38
|
|
23
|
|
9
|
|
6
|
|
85
|
|
42
|
|
43
|
|
78
|
|
|
3
|
Newcastle United
|
|
38
|
|
21
|
|
6
|
|
11
|
|
63
|
|
48
|
|
15
|
|
69
|
|
|
4
|
Chelsea
|
|
38
|
|
19
|
|
10
|
|
9
|
|
68
|
|
38
|
|
30
|
|
67
|
|
|
5
|
Liverpool
|
|
38
|
|
18
|
|
10
|
|
10
|
|
61
|
|
41
|
|
20
|
|
64
|
|
|
6
|
Blackburn Rovers
|
|
38
|
|
16
|
|
12
|
|
10
|
|
52
|
|
43
|
|
9
|
|
60
|
|
|
7
|
Everton
|
|
38
|
|
17
|
|
8
|
|
13
|
|
48
|
|
49
|
|
-1
|
|
59
|
|
|
8
|
Southampton
|
|
38
|
|
13
|
|
13
|
|
12
|
|
43
|
|
46
|
|
-3
|
|
52
|
|
|
9
|
Manchester City
|
|
38
|
|
15
|
|
6
|
|
17
|
|
47
|
|
54
|
|
-7
|
|
51
|
|
|
10
|
Tottenham Hotspur
|
|
38
|
|
14
|
|
8
|
|
16
|
|
51
|
|
62
|
|
-11
|
|
50
|
|
|
11
|
Middlesbrough
|
|
38
|
|
13
|
|
10
|
|
15
|
|
48
|
|
44
|
|
4
|
|
49
|
|
|
12
|
Charlton Athletic
|
|
38
|
|
14
|
|
7
|
|
17
|
|
45
|
|
56
|
|
-11
|
|
49
|
|
|
13
|
Birmingham City
|
|
38
|
|
13
|
|
9
|
|
16
|
|
41
|
|
49
|
|
-8
|
|
48
|
|
|
14
|
Fulham
|
|
38
|
|
13
|
|
9
|
|
16
|
|
41
|
|
50
|
|
-9
|
|
48
|
|
|
15
|
Leeds United
|
|
38
|
|
14
|
|
5
|
|
19
|
|
58
|
|
57
|
|
1
|
|
47
|
|
|
16
|
Aston Villa
|
|
38
|
|
12
|
|
9
|
|
17
|
|
42
|
|
47
|
|
-5
|
|
45
|
|
|
17
|
Bolton Wanderers
|
|
38
|
|
10
|
|
14
|
|
14
|
|
41
|
|
51
|
|
-10
|
|
44
|
|
|
18
|
West Ham United
|
|
38
|
|
10
|
|
12
|
|
16
|
|
42
|
|
59
|
|
-17
|
|
42
|
|
|
19
|
West Bromwich Albion
|
|
38
|
|
6
|
|
8
|
|
24
|
|
29
|
|
65
|
|
-36
|
|
26
|
|
|
20
|
Sunderland
|
|
38
|
|
4
|
|
7
|
|
27
|
|
21
|
|
65
|
|
-44
|
|
19
|
|
|
Premier League 2003/04
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Arsenal
|
|
38
|
|
26
|
|
12
|
|
0
|
|
73
|
|
26
|
|
47
|
|
90
|
|
|
2
|
Chelsea
|
|
38
|
|
24
|
|
7
|
|
7
|
|
67
|
|
30
|
|
37
|
|
79
|
|
|
3
|
Manchester United
|
|
38
|
|
23
|
|
6
|
|
9
|
|
64
|
|
35
|
|
29
|
|
75
|
|
|
4
|
Liverpool
|
|
38
|
|
16
|
|
12
|
|
10
|
|
55
|
|
37
|
|
18
|
|
60
|
|
|
5
|
Newcastle United
|
|
38
|
|
13
|
|
17
|
|
8
|
|
52
|
|
40
|
|
12
|
|
56
|
|
|
6
|
Aston Villa
|
|
38
|
|
15
|
|
11
|
|
12
|
|
48
|
|
44
|
|
4
|
|
56
|
|
|
7
|
Charlton Athletic
|
|
38
|
|
14
|
|
11
|
|
13
|
|
51
|
|
51
|
|
0
|
|
53
|
|
|
8
|
Bolton Wanderers
|
|
38
|
|
14
|
|
11
|
|
13
|
|
48
|
|
56
|
|
-8
|
|
53
|
|
|
9
|
Fulham
|
|
38
|
|
14
|
|
10
|
|
14
|
|
52
|
|
46
|
|
6
|
|
52
|
|
|
10
|
Birmingham City
|
|
38
|
|
12
|
|
14
|
|
12
|
|
43
|
|
48
|
|
-5
|
|
50
|
|
|
11
|
Middlesbrough
|
|
38
|
|
13
|
|
9
|
|
16
|
|
44
|
|
52
|
|
-8
|
|
48
|
|
|
12
|
Southampton
|
|
38
|
|
12
|
|
11
|
|
15
|
|
44
|
|
45
|
|
-1
|
|
47
|
|
|
13
|
Portsmouth
|
|
38
|
|
12
|
|
9
|
|
17
|
|
47
|
|
54
|
|
-7
|
|
45
|
|
|
14
|
Tottenham Hotspur
|
|
38
|
|
13
|
|
6
|
|
19
|
|
47
|
|
57
|
|
-10
|
|
45
|
|
|
15
|
Blackburn Rovers
|
|
38
|
|
12
|
|
8
|
|
18
|
|
51
|
|
59
|
|
-8
|
|
44
|
|
|
16
|
Manchester City
|
|
38
|
|
9
|
|
14
|
|
15
|
|
55
|
|
54
|
|
1
|
|
41
|
|
|
17
|
Everton
|
|
38
|
|
9
|
|
12
|
|
17
|
|
45
|
|
57
|
|
-12
|
|
39
|
|
|
18
|
Leicester City
|
|
38
|
|
6
|
|
15
|
|
17
|
|
48
|
|
65
|
|
-17
|
|
33
|
|
|
19
|
Leeds United
|
|
38
|
|
8
|
|
9
|
|
21
|
|
40
|
|
79
|
|
-39
|
|
33
|
|
|
20
|
Wolverhampton Wanderers
|
|
38
|
|
7
|
|
12
|
|
19
|
|
38
|
|
77
|
|
-39
|
|
33
|
|
596
|
Premier League 2004/05
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Chelsea
|
|
38
|
|
29
|
|
8
|
|
1
|
|
72
|
|
15
|
|
57
|
|
95
|
|
|
2
|
Arsenal
|
|
38
|
|
25
|
|
8
|
|
5
|
|
87
|
|
36
|
|
51
|
|
83
|
|
|
3
|
Manchester United
|
|
38
|
|
22
|
|
11
|
|
5
|
|
58
|
|
26
|
|
32
|
|
77
|
|
|
4
|
Everton
|
|
38
|
|
18
|
|
7
|
|
13
|
|
45
|
|
46
|
|
-1
|
|
61
|
|
|
5
|
Liverpool
|
|
38
|
|
17
|
|
7
|
|
14
|
|
52
|
|
41
|
|
11
|
|
58
|
|
|
6
|
Bolton Wanderers
|
|
38
|
|
16
|
|
10
|
|
12
|
|
49
|
|
44
|
|
5
|
|
58
|
|
|
7
|
Middlesbrough
|
|
38
|
|
14
|
|
13
|
|
11
|
|
53
|
|
46
|
|
7
|
|
55
|
|
|
8
|
Manchester City
|
|
38
|
|
13
|
|
13
|
|
12
|
|
47
|
|
39
|
|
8
|
|
52
|
|
|
9
|
Tottenham Hotspur
|
|
38
|
|
14
|
|
10
|
|
14
|
|
47
|
|
41
|
|
6
|
|
52
|
|
|
10
|
Aston Villa
|
|
38
|
|
12
|
|
11
|
|
15
|
|
45
|
|
52
|
|
-7
|
|
47
|
|
|
11
|
Charlton Athletic
|
|
38
|
|
12
|
|
10
|
|
16
|
|
42
|
|
58
|
|
-16
|
|
46
|
|
|
12
|
Birmingham City
|
|
38
|
|
11
|
|
12
|
|
15
|
|
40
|
|
46
|
|
-6
|
|
45
|
|
|
13
|
Fulham
|
|
38
|
|
12
|
|
8
|
|
18
|
|
52
|
|
60
|
|
-8
|
|
44
|
|
|
14
|
Newcastle United
|
|
38
|
|
10
|
|
14
|
|
14
|
|
47
|
|
57
|
|
-10
|
|
44
|
|
|
15
|
Blackburn Rovers
|
|
38
|
|
9
|
|
15
|
|
14
|
|
32
|
|
43
|
|
-11
|
|
42
|
|
|
16
|
Portsmouth
|
|
38
|
|
10
|
|
9
|
|
19
|
|
43
|
|
59
|
|
-16
|
|
39
|
|
|
17
|
West Bromwich Albion
|
|
38
|
|
6
|
|
16
|
|
16
|
|
36
|
|
61
|
|
-25
|
|
34
|
|
|
18
|
Crystal Palace
|
|
38
|
|
7
|
|
12
|
|
19
|
|
41
|
|
62
|
|
-21
|
|
33
|
|
|
19
|
Norwich City
|
|
38
|
|
7
|
|
12
|
|
19
|
|
42
|
|
77
|
|
-35
|
|
33
|
|
|
20
|
Southampton
|
|
38
|
|
6
|
|
14
|
|
18
|
|
45
|
|
66
|
|
-21
|
|
32
|
|
|
Premier League 2005/06
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Chelsea
|
|
38
|
|
29
|
|
4
|
|
5
|
|
72
|
|
22
|
|
50
|
|
91
|
|
|
2
|
Manchester United
|
|
38
|
|
25
|
|
8
|
|
5
|
|
72
|
|
34
|
|
38
|
|
83
|
|
|
3
|
Liverpool
|
|
38
|
|
25
|
|
7
|
|
6
|
|
57
|
|
25
|
|
32
|
|
82
|
|
|
4
|
Arsenal
|
|
38
|
|
20
|
|
7
|
|
11
|
|
68
|
|
31
|
|
37
|
|
67
|
|
|
5
|
Tottenham Hotspur
|
|
38
|
|
18
|
|
11
|
|
9
|
|
53
|
|
38
|
|
15
|
|
65
|
|
|
6
|
Blackburn Rovers
|
|
38
|
|
19
|
|
6
|
|
13
|
|
51
|
|
42
|
|
9
|
|
63
|
|
|
7
|
Newcastle United
|
|
38
|
|
17
|
|
7
|
|
14
|
|
47
|
|
42
|
|
5
|
|
58
|
|
|
8
|
Bolton Wanderers
|
|
38
|
|
15
|
|
11
|
|
12
|
|
49
|
|
41
|
|
8
|
|
56
|
|
|
9
|
West Ham United
|
|
38
|
|
16
|
|
7
|
|
15
|
|
52
|
|
55
|
|
-3
|
|
55
|
|
|
10
|
Wigan Athletic
|
|
38
|
|
15
|
|
6
|
|
17
|
|
45
|
|
52
|
|
-7
|
|
51
|
|
|
11
|
Everton
|
|
38
|
|
14
|
|
8
|
|
16
|
|
34
|
|
49
|
|
-15
|
|
50
|
|
|
12
|
Fulham
|
|
38
|
|
14
|
|
6
|
|
18
|
|
48
|
|
58
|
|
-10
|
|
48
|
|
|
13
|
Charlton Athletic
|
|
38
|
|
13
|
|
8
|
|
17
|
|
41
|
|
55
|
|
-14
|
|
47
|
|
|
14
|
Middlesbrough
|
|
38
|
|
12
|
|
9
|
|
17
|
|
48
|
|
58
|
|
-10
|
|
45
|
|
|
15
|
Manchester City
|
|
38
|
|
13
|
|
4
|
|
21
|
|
43
|
|
48
|
|
-5
|
|
43
|
|
|
16
|
Aston Villa
|
|
38
|
|
10
|
|
12
|
|
16
|
|
42
|
|
55
|
|
-13
|
|
42
|
|
|
17
|
Portsmouth
|
|
38
|
|
10
|
|
8
|
|
20
|
|
37
|
|
62
|
|
-25
|
|
38
|
|
|
18
|
Birmingham City
|
|
38
|
|
8
|
|
10
|
|
20
|
|
28
|
|
50
|
|
-22
|
|
34
|
|
|
19
|
West Bromwich Albion
|
|
38
|
|
7
|
|
9
|
|
22
|
|
31
|
|
58
|
|
-27
|
|
30
|
|
|
20
|
Sunderland
|
|
38
|
|
3
|
|
6
|
|
29
|
|
26
|
|
69
|
|
-43
|
|
15
|
|
597
|
Premier League 2006/07
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester United
|
|
38
|
|
28
|
|
5
|
|
5
|
|
83
|
|
27
|
|
56
|
|
89
|
|
|
2
|
Chelsea
|
|
38
|
|
24
|
|
11
|
|
3
|
|
64
|
|
24
|
|
40
|
|
83
|
|
|
3
|
Liverpool
|
|
38
|
|
20
|
|
8
|
|
10
|
|
57
|
|
27
|
|
30
|
|
68
|
|
|
4
|
Arsenal
|
|
38
|
|
19
|
|
11
|
|
8
|
|
63
|
|
35
|
|
28
|
|
68
|
|
|
5
|
Tottenham Hotspur
|
|
38
|
|
17
|
|
9
|
|
12
|
|
57
|
|
54
|
|
3
|
|
60
|
|
|
6
|
Everton
|
|
38
|
|
15
|
|
13
|
|
10
|
|
52
|
|
36
|
|
16
|
|
58
|
|
|
7
|
Bolton Wanderers
|
|
38
|
|
16
|
|
8
|
|
14
|
|
47
|
|
52
|
|
-5
|
|
56
|
|
|
8
|
Reading
|
|
38
|
|
16
|
|
7
|
|
15
|
|
52
|
|
47
|
|
5
|
|
55
|
|
|
9
|
Portsmouth
|
|
38
|
|
14
|
|
12
|
|
12
|
|
45
|
|
42
|
|
3
|
|
54
|
|
|
10
|
Blackburn Rovers
|
|
38
|
|
15
|
|
7
|
|
16
|
|
52
|
|
54
|
|
-2
|
|
52
|
|
|
11
|
Aston Villa
|
|
38
|
|
11
|
|
17
|
|
10
|
|
43
|
|
41
|
|
2
|
|
50
|
|
|
12
|
Middlesbrough
|
|
38
|
|
12
|
|
10
|
|
16
|
|
44
|
|
49
|
|
-5
|
|
46
|
|
|
13
|
Newcastle United
|
|
38
|
|
11
|
|
10
|
|
17
|
|
38
|
|
47
|
|
-9
|
|
43
|
|
|
14
|
Manchester City
|
|
38
|
|
11
|
|
9
|
|
18
|
|
29
|
|
44
|
|
-15
|
|
42
|
|
|
15
|
West Ham United
|
|
38
|
|
12
|
|
5
|
|
21
|
|
35
|
|
59
|
|
-24
|
|
41
|
|
|
16
|
Fulham
|
|
38
|
|
8
|
|
15
|
|
15
|
|
38
|
|
60
|
|
-22
|
|
39
|
|
|
17
|
Wigan Athletic
|
|
38
|
|
10
|
|
8
|
|
20
|
|
37
|
|
59
|
|
-22
|
|
38
|
|
|
18
|
Sheffield United
|
|
38
|
|
10
|
|
8
|
|
20
|
|
32
|
|
55
|
|
-23
|
|
38
|
|
|
19
|
Charlton Athletic
|
|
38
|
|
8
|
|
10
|
|
20
|
|
34
|
|
60
|
|
-26
|
|
34
|
|
|
20
|
Watford
|
|
38
|
|
5
|
|
13
|
|
20
|
|
29
|
|
59
|
|
-30
|
|
28
|
|
|
Premier League 2007/08
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester United
|
|
38
|
|
27
|
|
6
|
|
5
|
|
80
|
|
22
|
|
58
|
|
87
|
|
|
2
|
Chelsea
|
|
38
|
|
25
|
|
10
|
|
3
|
|
65
|
|
26
|
|
39
|
|
85
|
|
|
3
|
Arsenal
|
|
38
|
|
24
|
|
11
|
|
3
|
|
74
|
|
31
|
|
43
|
|
83
|
|
|
4
|
Liverpool
|
|
38
|
|
21
|
|
13
|
|
4
|
|
67
|
|
28
|
|
39
|
|
76
|
|
|
5
|
Everton
|
|
38
|
|
19
|
|
8
|
|
11
|
|
55
|
|
33
|
|
22
|
|
65
|
|
|
6
|
Aston Villa
|
|
38
|
|
16
|
|
12
|
|
10
|
|
71
|
|
51
|
|
20
|
|
60
|
|
|
7
|
Blackburn Rovers
|
|
38
|
|
15
|
|
13
|
|
10
|
|
50
|
|
48
|
|
2
|
|
58
|
|
|
8
|
Portsmouth
|
|
38
|
|
16
|
|
9
|
|
13
|
|
48
|
|
40
|
|
8
|
|
57
|
|
|
9
|
Manchester City
|
|
38
|
|
15
|
|
10
|
|
13
|
|
45
|
|
53
|
|
-8
|
|
55
|
|
|
10
|
West Ham United
|
|
38
|
|
13
|
|
10
|
|
15
|
|
42
|
|
50
|
|
-8
|
|
49
|
|
|
11
|
Tottenham Hotspur
|
|
38
|
|
11
|
|
13
|
|
14
|
|
66
|
|
61
|
|
5
|
|
46
|
|
|
12
|
Newcastle United
|
|
38
|
|
11
|
|
10
|
|
17
|
|
45
|
|
65
|
|
-20
|
|
43
|
|
|
13
|
Middlesbrough
|
|
38
|
|
10
|
|
12
|
|
16
|
|
43
|
|
53
|
|
-10
|
|
42
|
|
|
14
|
Wigan Athletic
|
|
38
|
|
10
|
|
10
|
|
18
|
|
34
|
|
51
|
|
-17
|
|
40
|
|
|
15
|
Sunderland
|
|
38
|
|
11
|
|
6
|
|
21
|
|
36
|
|
59
|
|
-23
|
|
39
|
|
|
16
|
Bolton Wanderers
|
|
38
|
|
9
|
|
10
|
|
19
|
|
36
|
|
54
|
|
-18
|
|
37
|
|
|
17
|
Fulham
|
|
38
|
|
8
|
|
12
|
|
18
|
|
38
|
|
60
|
|
-22
|
|
36
|
|
|
18
|
Reading
|
|
38
|
|
10
|
|
6
|
|
22
|
|
41
|
|
66
|
|
-25
|
|
36
|
|
|
19
|
Birmingham City
|
|
38
|
|
8
|
|
11
|
|
19
|
|
46
|
|
62
|
|
-16
|
|
35
|
|
|
20
|
Derby County
|
|
38
|
|
1
|
|
8
|
|
29
|
|
20
|
|
89
|
|
-69
|
|
11
|
|
598
|
Premier League 2008/09
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester United
|
|
38
|
|
28
|
|
6
|
|
4
|
|
68
|
|
24
|
|
44
|
|
90
|
|
|
2
|
Liverpool
|
|
38
|
|
25
|
|
11
|
|
2
|
|
77
|
|
27
|
|
50
|
|
86
|
|
|
3
|
Chelsea
|
|
38
|
|
25
|
|
8
|
|
5
|
|
68
|
|
24
|
|
44
|
|
83
|
|
|
4
|
Arsenal
|
|
38
|
|
20
|
|
12
|
|
6
|
|
68
|
|
37
|
|
31
|
|
72
|
|
|
5
|
Everton
|
|
38
|
|
17
|
|
12
|
|
9
|
|
55
|
|
37
|
|
18
|
|
63
|
|
|
6
|
Aston Villa
|
|
38
|
|
17
|
|
11
|
|
10
|
|
54
|
|
48
|
|
6
|
|
62
|
|
|
7
|
Fulham
|
|
38
|
|
14
|
|
11
|
|
13
|
|
39
|
|
34
|
|
5
|
|
53
|
|
|
8
|
Tottenham Hotspur
|
|
38
|
|
14
|
|
9
|
|
15
|
|
45
|
|
45
|
|
0
|
|
51
|
|
|
9
|
West Ham United
|
|
38
|
|
14
|
|
9
|
|
15
|
|
42
|
|
45
|
|
-3
|
|
51
|
|
|
10
|
Manchester City
|
|
38
|
|
15
|
|
5
|
|
18
|
|
58
|
|
50
|
|
8
|
|
50
|
|
|
11
|
Wigan Athletic
|
|
38
|
|
12
|
|
9
|
|
17
|
|
34
|
|
45
|
|
-11
|
|
45
|
|
|
12
|
Stoke City
|
|
38
|
|
12
|
|
9
|
|
17
|
|
38
|
|
55
|
|
-17
|
|
45
|
|
|
13
|
Bolton Wanderers
|
|
38
|
|
11
|
|
8
|
|
19
|
|
41
|
|
53
|
|
-12
|
|
41
|
|
|
14
|
Portsmouth
|
|
38
|
|
10
|
|
11
|
|
17
|
|
38
|
|
57
|
|
-19
|
|
41
|
|
|
15
|
Blackburn Rovers
|
|
38
|
|
10
|
|
11
|
|
17
|
|
40
|
|
60
|
|
-20
|
|
41
|
|
|
16
|
Sunderland
|
|
38
|
|
9
|
|
9
|
|
20
|
|
34
|
|
54
|
|
-20
|
|
36
|
|
|
17
|
Hull City
|
|
38
|
|
8
|
|
11
|
|
19
|
|
39
|
|
64
|
|
-25
|
|
35
|
|
|
18
|
Newcastle United
|
|
38
|
|
7
|
|
13
|
|
18
|
|
40
|
|
59
|
|
-19
|
|
34
|
|
|
19
|
Middlesbrough
|
|
38
|
|
7
|
|
11
|
|
20
|
|
28
|
|
57
|
|
-29
|
|
32
|
|
|
20
|
West Bromwich Albion
|
|
38
|
|
8
|
|
8
|
|
22
|
|
36
|
|
67
|
|
-31
|
|
32
|
|
|
Premier League 2009/10
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Chelsea
|
|
38
|
|
27
|
|
5
|
|
6
|
|
103
|
|
32
|
|
71
|
|
86
|
|
|
2
|
Manchester United
|
|
38
|
|
27
|
|
4
|
|
7
|
|
86
|
|
28
|
|
58
|
|
85
|
|
|
3
|
Arsenal
|
|
38
|
|
23
|
|
6
|
|
9
|
|
83
|
|
41
|
|
42
|
|
75
|
|
|
4
|
Tottenham Hotspur
|
|
38
|
|
21
|
|
7
|
|
10
|
|
67
|
|
41
|
|
26
|
|
70
|
|
|
5
|
Manchester City
|
|
38
|
|
18
|
|
13
|
|
7
|
|
73
|
|
45
|
|
28
|
|
67
|
|
|
6
|
Aston Villa
|
|
38
|
|
17
|
|
13
|
|
8
|
|
52
|
|
39
|
|
13
|
|
64
|
|
|
7
|
Liverpool
|
|
38
|
|
18
|
|
9
|
|
11
|
|
61
|
|
35
|
|
26
|
|
63
|
|
|
8
|
Everton
|
|
38
|
|
16
|
|
13
|
|
9
|
|
60
|
|
49
|
|
11
|
|
61
|
|
|
9
|
Birmingham City
|
|
38
|
|
13
|
|
11
|
|
14
|
|
38
|
|
47
|
|
-9
|
|
50
|
|
|
10
|
Blackburn Rovers
|
|
38
|
|
13
|
|
11
|
|
14
|
|
41
|
|
55
|
|
-14
|
|
50
|
|
|
11
|
Stoke City
|
|
38
|
|
11
|
|
14
|
|
13
|
|
34
|
|
48
|
|
-14
|
|
47
|
|
|
12
|
Fulham
|
|
38
|
|
12
|
|
10
|
|
16
|
|
39
|
|
46
|
|
-7
|
|
46
|
|
|
13
|
Sunderland
|
|
38
|
|
11
|
|
11
|
|
16
|
|
48
|
|
56
|
|
-8
|
|
44
|
|
|
14
|
Bolton Wanderers
|
|
38
|
|
10
|
|
9
|
|
19
|
|
42
|
|
67
|
|
-25
|
|
39
|
|
|
15
|
Wolverhampton Wanderers
|
|
38
|
|
9
|
|
11
|
|
18
|
|
32
|
|
56
|
|
-24
|
|
38
|
|
|
16
|
Wigan Athletic
|
|
38
|
|
9
|
|
9
|
|
20
|
|
37
|
|
79
|
|
-42
|
|
36
|
|
|
17
|
West Ham United
|
|
38
|
|
8
|
|
11
|
|
19
|
|
47
|
|
66
|
|
-19
|
|
35
|
|
|
18
|
Burnley
|
|
38
|
|
8
|
|
6
|
|
24
|
|
42
|
|
82
|
|
-40
|
|
30
|
|
|
19
|
Hull City
|
|
38
|
|
6
|
|
12
|
|
20
|
|
34
|
|
75
|
|
-41
|
|
30
|
|
|
20
|
Portsmouth
|
|
38
|
|
7
|
|
7
|
|
24
|
|
34
|
|
66
|
|
-32
|
|
19
|
*
|
* Portsmouth deducted 9 points
599
|
Premier League 2010/11
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester United
|
|
38
|
|
23
|
|
11
|
|
4
|
|
78
|
|
37
|
|
41
|
|
80
|
|
|
2
|
Chelsea
|
|
38
|
|
21
|
|
8
|
|
9
|
|
69
|
|
33
|
|
36
|
|
71
|
|
|
3
|
Manchester City
|
|
38
|
|
21
|
|
8
|
|
9
|
|
60
|
|
33
|
|
27
|
|
71
|
|
|
4
|
Arsenal
|
|
38
|
|
19
|
|
11
|
|
8
|
|
72
|
|
43
|
|
29
|
|
68
|
|
|
5
|
Tottenham Hotspur
|
|
38
|
|
16
|
|
14
|
|
8
|
|
55
|
|
46
|
|
9
|
|
62
|
|
|
6
|
Liverpool
|
|
38
|
|
17
|
|
7
|
|
14
|
|
59
|
|
44
|
|
15
|
|
58
|
|
|
7
|
Everton
|
|
38
|
|
13
|
|
15
|
|
10
|
|
51
|
|
45
|
|
6
|
|
54
|
|
|
8
|
Fulham
|
|
38
|
|
11
|
|
16
|
|
11
|
|
49
|
|
43
|
|
6
|
|
49
|
|
|
9
|
Aston Villa
|
|
38
|
|
12
|
|
12
|
|
14
|
|
48
|
|
59
|
|
-11
|
|
48
|
|
|
10
|
Sunderland
|
|
38
|
|
12
|
|
11
|
|
15
|
|
45
|
|
56
|
|
-11
|
|
47
|
|
|
11
|
West Bromwich Albion
|
|
38
|
|
12
|
|
11
|
|
15
|
|
56
|
|
71
|
|
-15
|
|
47
|
|
|
12
|
Newcastle United
|
|
38
|
|
11
|
|
13
|
|
14
|
|
56
|
|
57
|
|
-1
|
|
46
|
|
|
13
|
Stoke City
|
|
38
|
|
13
|
|
7
|
|
18
|
|
46
|
|
48
|
|
-2
|
|
46
|
|
|
14
|
Bolton Wanderers
|
|
38
|
|
12
|
|
10
|
|
16
|
|
52
|
|
56
|
|
-4
|
|
46
|
|
|
15
|
Blackburn Rovers
|
|
38
|
|
11
|
|
10
|
|
17
|
|
46
|
|
59
|
|
-13
|
|
43
|
|
|
16
|
Wigan Athletic
|
|
38
|
|
9
|
|
15
|
|
14
|
|
40
|
|
61
|
|
-21
|
|
42
|
|
|
17
|
Wolverhampton Wanderers
|
|
38
|
|
11
|
|
7
|
|
20
|
|
46
|
|
66
|
|
-20
|
|
40
|
|
|
18
|
Birmingham City
|
|
38
|
|
8
|
|
15
|
|
15
|
|
37
|
|
58
|
|
-21
|
|
39
|
|
|
19
|
Blackpool
|
|
38
|
|
10
|
|
9
|
|
19
|
|
55
|
|
78
|
|
-23
|
|
39
|
|
|
20
|
West Ham United
|
|
38
|
|
7
|
|
12
|
|
19
|
|
43
|
|
70
|
|
-27
|
|
33
|
|
|
Premier League 2011/12
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester City
|
|
38
|
|
28
|
|
5
|
|
5
|
|
93
|
|
29
|
|
64
|
|
89
|
|
|
2
|
Manchester United
|
|
38
|
|
28
|
|
5
|
|
5
|
|
89
|
|
33
|
|
56
|
|
89
|
|
|
3
|
Arsenal
|
|
38
|
|
21
|
|
7
|
|
10
|
|
74
|
|
49
|
|
25
|
|
70
|
|
|
4
|
Tottenham Hotspur
|
|
38
|
|
20
|
|
9
|
|
9
|
|
66
|
|
41
|
|
25
|
|
69
|
|
|
5
|
Newcastle United
|
|
38
|
|
19
|
|
8
|
|
11
|
|
56
|
|
51
|
|
5
|
|
65
|
|
|
6
|
Chelsea
|
|
38
|
|
18
|
|
10
|
|
10
|
|
65
|
|
46
|
|
19
|
|
64
|
|
|
7
|
Everton
|
|
38
|
|
15
|
|
11
|
|
12
|
|
50
|
|
40
|
|
10
|
|
56
|
|
|
8
|
Liverpool
|
|
38
|
|
14
|
|
10
|
|
14
|
|
47
|
|
40
|
|
7
|
|
52
|
|
|
9
|
Fulham
|
|
38
|
|
14
|
|
10
|
|
14
|
|
48
|
|
51
|
|
-3
|
|
52
|
|
|
10
|
West Bromwich Albion
|
|
38
|
|
13
|
|
8
|
|
17
|
|
45
|
|
52
|
|
-7
|
|
47
|
|
|
11
|
Swansea City
|
|
38
|
|
12
|
|
11
|
|
15
|
|
44
|
|
51
|
|
-7
|
|
47
|
|
|
12
|
Norwich City
|
|
38
|
|
12
|
|
11
|
|
15
|
|
52
|
|
66
|
|
-14
|
|
47
|
|
|
13
|
Sunderland
|
|
38
|
|
11
|
|
12
|
|
15
|
|
45
|
|
46
|
|
-1
|
|
45
|
|
|
14
|
Stoke City
|
|
38
|
|
11
|
|
12
|
|
15
|
|
36
|
|
53
|
|
-17
|
|
45
|
|
|
15
|
Wigan Athletic
|
|
38
|
|
11
|
|
10
|
|
17
|
|
42
|
|
62
|
|
-20
|
|
43
|
|
|
16
|
Aston Villa
|
|
38
|
|
7
|
|
17
|
|
14
|
|
37
|
|
53
|
|
-16
|
|
38
|
|
|
17
|
Queens Park Rangers
|
|
38
|
|
10
|
|
7
|
|
21
|
|
43
|
|
66
|
|
-23
|
|
37
|
|
|
18
|
Bolton Wanderers
|
|
38
|
|
10
|
|
6
|
|
22
|
|
46
|
|
77
|
|
-31
|
|
36
|
|
|
19
|
Blackburn Rovers
|
|
38
|
|
8
|
|
7
|
|
23
|
|
48
|
|
78
|
|
-30
|
|
31
|
|
|
20
|
Wolverhampton Wanderers
|
|
38
|
|
5
|
|
10
|
|
23
|
|
40
|
|
82
|
|
-42
|
|
25
|
|
600
|
Premier League 2012/13
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester United
|
|
38
|
|
28
|
|
5
|
|
5
|
|
86
|
|
43
|
|
43
|
|
89
|
|
|
2
|
Manchester City
|
|
38
|
|
23
|
|
9
|
|
6
|
|
66
|
|
34
|
|
32
|
|
78
|
|
|
3
|
Chelsea
|
|
38
|
|
22
|
|
9
|
|
7
|
|
75
|
|
39
|
|
36
|
|
75
|
|
|
4
|
Arsenal
|
|
38
|
|
21
|
|
10
|
|
7
|
|
72
|
|
37
|
|
35
|
|
73
|
|
|
5
|
Tottenham Hotspur
|
|
38
|
|
21
|
|
9
|
|
8
|
|
66
|
|
46
|
|
20
|
|
72
|
|
|
6
|
Everton
|
|
38
|
|
16
|
|
15
|
|
7
|
|
55
|
|
40
|
|
15
|
|
63
|
|
|
7
|
Liverpool
|
|
38
|
|
16
|
|
13
|
|
9
|
|
71
|
|
43
|
|
28
|
|
61
|
|
|
8
|
West Bromwich Albion
|
|
38
|
|
14
|
|
7
|
|
17
|
|
53
|
|
57
|
|
-4
|
|
49
|
|
|
9
|
Swansea City
|
|
38
|
|
11
|
|
13
|
|
14
|
|
47
|
|
51
|
|
-4
|
|
46
|
|
|
10
|
West Ham United
|
|
38
|
|
12
|
|
10
|
|
16
|
|
45
|
|
53
|
|
-8
|
|
46
|
|
|
11
|
Norwich City
|
|
38
|
|
10
|
|
14
|
|
14
|
|
41
|
|
58
|
|
-17
|
|
44
|
|
|
12
|
Fulham
|
|
38
|
|
11
|
|
10
|
|
17
|
|
50
|
|
60
|
|
-10
|
|
43
|
|
|
13
|
Stoke City
|
|
38
|
|
9
|
|
15
|
|
14
|
|
34
|
|
45
|
|
-11
|
|
42
|
|
|
14
|
Southampton
|
|
38
|
|
9
|
|
14
|
|
15
|
|
49
|
|
60
|
|
-11
|
|
41
|
|
|
15
|
Aston Villa
|
|
38
|
|
10
|
|
11
|
|
17
|
|
47
|
|
69
|
|
-22
|
|
41
|
|
|
16
|
Newcastle United
|
|
38
|
|
11
|
|
8
|
|
19
|
|
45
|
|
68
|
|
-23
|
|
41
|
|
|
17
|
Sunderland
|
|
38
|
|
9
|
|
12
|
|
17
|
|
41
|
|
54
|
|
-13
|
|
39
|
|
|
18
|
Wigan Athletic
|
|
38
|
|
9
|
|
9
|
|
20
|
|
47
|
|
73
|
|
-26
|
|
36
|
|
|
19
|
Reading
|
|
38
|
|
6
|
|
10
|
|
22
|
|
43
|
|
73
|
|
-30
|
|
28
|
|
|
20
|
Queens Park Rangers
|
|
38
|
|
4
|
|
13
|
|
21
|
|
30
|
|
60
|
|
-30
|
|
25
|
|
|
Premier League 2013/14
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester City
|
|
38
|
|
27
|
|
5
|
|
6
|
|
102
|
|
37
|
|
65
|
|
86
|
|
|
2
|
Liverpool
|
|
38
|
|
26
|
|
6
|
|
6
|
|
101
|
|
50
|
|
51
|
|
84
|
|
|
3
|
Chelsea
|
|
38
|
|
25
|
|
7
|
|
6
|
|
71
|
|
27
|
|
44
|
|
82
|
|
|
4
|
Arsenal
|
|
38
|
|
24
|
|
7
|
|
7
|
|
68
|
|
41
|
|
27
|
|
79
|
|
|
5
|
Everton
|
|
38
|
|
21
|
|
9
|
|
8
|
|
61
|
|
39
|
|
22
|
|
72
|
|
|
6
|
Tottenham Hotspur
|
|
38
|
|
21
|
|
6
|
|
11
|
|
55
|
|
51
|
|
4
|
|
69
|
|
|
7
|
Manchester United
|
|
38
|
|
19
|
|
7
|
|
12
|
|
64
|
|
43
|
|
21
|
|
64
|
|
|
8
|
Southampton
|
|
38
|
|
15
|
|
11
|
|
12
|
|
54
|
|
46
|
|
8
|
|
56
|
|
|
9
|
Stoke City
|
|
38
|
|
13
|
|
11
|
|
14
|
|
45
|
|
52
|
|
-7
|
|
50
|
|
|
10
|
Newcastle United
|
|
38
|
|
15
|
|
4
|
|
19
|
|
43
|
|
59
|
|
-16
|
|
49
|
|
|
11
|
Crystal Palace
|
|
38
|
|
13
|
|
6
|
|
19
|
|
33
|
|
48
|
|
-15
|
|
45
|
|
|
12
|
Swansea City
|
|
38
|
|
11
|
|
9
|
|
18
|
|
54
|
|
54
|
|
0
|
|
42
|
|
|
13
|
West Ham United
|
|
38
|
|
11
|
|
7
|
|
20
|
|
40
|
|
51
|
|
-11
|
|
40
|
|
|
14
|
Sunderland
|
|
38
|
|
10
|
|
8
|
|
20
|
|
41
|
|
60
|
|
-19
|
|
38
|
|
|
15
|
Aston Villa
|
|
38
|
|
10
|
|
8
|
|
20
|
|
39
|
|
61
|
|
-22
|
|
38
|
|
|
16
|
Hull City
|
|
38
|
|
10
|
|
7
|
|
21
|
|
38
|
|
53
|
|
-15
|
|
37
|
|
|
17
|
West Bromwich Albion
|
|
38
|
|
7
|
|
15
|
|
16
|
|
43
|
|
59
|
|
-16
|
|
36
|
|
|
18
|
Norwich City
|
|
38
|
|
8
|
|
9
|
|
21
|
|
28
|
|
62
|
|
-34
|
|
33
|
|
|
19
|
Fulham
|
|
38
|
|
9
|
|
5
|
|
24
|
|
40
|
|
85
|
|
-45
|
|
32
|
|
|
20
|
Cardiff City
|
|
38
|
|
7
|
|
9
|
|
22
|
|
32
|
|
74
|
|
-42
|
|
30
|
|
601
|
Premier League 2014/15
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Chelsea
|
|
38
|
|
26
|
|
9
|
|
3
|
|
73
|
|
32
|
|
41
|
|
87
|
|
|
2
|
Manchester City
|
|
38
|
|
24
|
|
7
|
|
7
|
|
83
|
|
38
|
|
45
|
|
79
|
|
|
3
|
Arsenal
|
|
38
|
|
22
|
|
9
|
|
7
|
|
71
|
|
36
|
|
35
|
|
75
|
|
|
4
|
Manchester United
|
|
38
|
|
20
|
|
10
|
|
8
|
|
62
|
|
37
|
|
25
|
|
70
|
|
|
5
|
Tottenham Hotspur
|
|
38
|
|
19
|
|
7
|
|
12
|
|
58
|
|
53
|
|
5
|
|
64
|
|
|
6
|
Liverpool
|
|
38
|
|
18
|
|
8
|
|
12
|
|
52
|
|
48
|
|
4
|
|
62
|
|
|
7
|
Southampton
|
|
38
|
|
18
|
|
6
|
|
14
|
|
54
|
|
33
|
|
21
|
|
60
|
|
|
8
|
Swansea City
|
|
38
|
|
16
|
|
8
|
|
14
|
|
46
|
|
49
|
|
-3
|
|
56
|
|
|
9
|
Stoke City
|
|
38
|
|
15
|
|
9
|
|
14
|
|
48
|
|
45
|
|
3
|
|
54
|
|
|
10
|
Crystal Palace
|
|
38
|
|
13
|
|
9
|
|
16
|
|
47
|
|
51
|
|
-4
|
|
48
|
|
|
11
|
Everton
|
|
38
|
|
12
|
|
11
|
|
15
|
|
48
|
|
50
|
|
-2
|
|
47
|
|
|
12
|
West Ham United
|
|
38
|
|
12
|
|
11
|
|
15
|
|
44
|
|
47
|
|
-3
|
|
47
|
|
|
13
|
West Bromwich Albion
|
|
38
|
|
11
|
|
11
|
|
16
|
|
38
|
|
51
|
|
-13
|
|
44
|
|
|
14
|
Leicester City
|
|
38
|
|
11
|
|
8
|
|
19
|
|
46
|
|
55
|
|
-9
|
|
41
|
|
|
15
|
Newcastle United
|
|
38
|
|
10
|
|
9
|
|
19
|
|
40
|
|
63
|
|
-23
|
|
39
|
|
|
16
|
Sunderland
|
|
38
|
|
7
|
|
17
|
|
14
|
|
31
|
|
53
|
|
-22
|
|
38
|
|
|
17
|
Aston Villa
|
|
38
|
|
10
|
|
8
|
|
20
|
|
31
|
|
57
|
|
-26
|
|
38
|
|
|
18
|
Hull City
|
|
38
|
|
8
|
|
11
|
|
19
|
|
33
|
|
51
|
|
-18
|
|
35
|
|
|
19
|
Burnley
|
|
38
|
|
7
|
|
12
|
|
19
|
|
28
|
|
53
|
|
-25
|
|
33
|
|
|
20
|
Queens Park Rangers
|
|
38
|
|
8
|
|
6
|
|
24
|
|
42
|
|
73
|
|
-31
|
|
30
|
|
|
Premier League 2015/16
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Leicester City
|
|
38
|
|
23
|
|
12
|
|
3
|
|
68
|
|
36
|
|
32
|
|
81
|
|
|
2
|
Arsenal
|
|
38
|
|
20
|
|
11
|
|
7
|
|
65
|
|
36
|
|
29
|
|
71
|
|
|
3
|
Tottenham Hotspur
|
|
38
|
|
19
|
|
13
|
|
6
|
|
69
|
|
35
|
|
34
|
|
70
|
|
|
4
|
Manchester City
|
|
38
|
|
19
|
|
9
|
|
10
|
|
71
|
|
41
|
|
30
|
|
66
|
|
|
5
|
Manchester United
|
|
38
|
|
19
|
|
9
|
|
10
|
|
49
|
|
35
|
|
14
|
|
66
|
|
|
6
|
Southampton
|
|
38
|
|
18
|
|
9
|
|
11
|
|
59
|
|
41
|
|
18
|
|
63
|
|
|
7
|
West Ham United
|
|
38
|
|
16
|
|
14
|
|
8
|
|
65
|
|
51
|
|
14
|
|
62
|
|
|
8
|
Liverpool
|
|
38
|
|
16
|
|
12
|
|
10
|
|
63
|
|
50
|
|
13
|
|
60
|
|
|
9
|
Stoke City
|
|
38
|
|
14
|
|
9
|
|
15
|
|
41
|
|
55
|
|
-14
|
|
51
|
|
|
10
|
Chelsea
|
|
38
|
|
12
|
|
14
|
|
12
|
|
59
|
|
53
|
|
6
|
|
50
|
|
|
11
|
Everton
|
|
38
|
|
11
|
|
14
|
|
13
|
|
59
|
|
55
|
|
4
|
|
47
|
|
|
12
|
Swansea City
|
|
38
|
|
12
|
|
11
|
|
15
|
|
42
|
|
52
|
|
-10
|
|
47
|
|
|
13
|
Watford
|
|
38
|
|
12
|
|
9
|
|
17
|
|
40
|
|
50
|
|
-10
|
|
45
|
|
|
14
|
West Bromwich Albion
|
|
38
|
|
10
|
|
13
|
|
15
|
|
34
|
|
48
|
|
-14
|
|
43
|
|
|
15
|
Crystal Palace
|
|
38
|
|
11
|
|
9
|
|
18
|
|
39
|
|
51
|
|
-12
|
|
42
|
|
|
16
|
AFC Bournemouth
|
|
38
|
|
11
|
|
9
|
|
18
|
|
45
|
|
67
|
|
-22
|
|
42
|
|
|
17
|
Sunderland
|
|
38
|
|
9
|
|
12
|
|
17
|
|
48
|
|
62
|
|
-14
|
|
39
|
|
|
18
|
Newcastle United
|
|
38
|
|
9
|
|
10
|
|
19
|
|
44
|
|
65
|
|
-21
|
|
37
|
|
|
19
|
Norwich City
|
|
38
|
|
9
|
|
7
|
|
22
|
|
39
|
|
67
|
|
-28
|
|
34
|
|
|
20
|
Aston Villa
|
|
38
|
|
3
|
|
8
|
|
27
|
|
27
|
|
76
|
|
-49
|
|
17
|
|
602
|
Premier League 2016/17
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Chelsea
|
|
38
|
|
30
|
|
3
|
|
5
|
|
85
|
|
33
|
|
52
|
|
93
|
|
|
2
|
Tottenham Hotspur
|
|
38
|
|
26
|
|
8
|
|
4
|
|
86
|
|
26
|
|
60
|
|
86
|
|
|
3
|
Manchester City
|
|
38
|
|
23
|
|
9
|
|
6
|
|
80
|
|
39
|
|
41
|
|
78
|
|
|
4
|
Liverpool
|
|
38
|
|
22
|
|
10
|
|
6
|
|
78
|
|
42
|
|
36
|
|
76
|
|
|
5
|
Arsenal
|
|
38
|
|
23
|
|
6
|
|
9
|
|
77
|
|
44
|
|
33
|
|
75
|
|
|
6
|
Manchester United
|
|
38
|
|
18
|
|
15
|
|
5
|
|
54
|
|
29
|
|
25
|
|
69
|
|
|
7
|
Everton
|
|
38
|
|
17
|
|
10
|
|
11
|
|
62
|
|
44
|
|
18
|
|
61
|
|
|
8
|
Southampton
|
|
38
|
|
12
|
|
10
|
|
16
|
|
41
|
|
48
|
|
-7
|
|
46
|
|
|
9
|
AFC Bournemouth
|
|
38
|
|
12
|
|
10
|
|
16
|
|
55
|
|
67
|
|
-12
|
|
46
|
|
|
10
|
West Bromwich Albion
|
|
38
|
|
12
|
|
9
|
|
17
|
|
43
|
|
51
|
|
-8
|
|
45
|
|
|
11
|
West Ham United
|
|
38
|
|
12
|
|
9
|
|
17
|
|
47
|
|
64
|
|
-17
|
|
45
|
|
|
12
|
Leicester City
|
|
38
|
|
12
|
|
8
|
|
18
|
|
48
|
|
63
|
|
-15
|
|
44
|
|
|
13
|
Stoke City
|
|
38
|
|
11
|
|
11
|
|
16
|
|
41
|
|
56
|
|
-15
|
|
44
|
|
|
14
|
Crystal Palace
|
|
38
|
|
12
|
|
5
|
|
21
|
|
50
|
|
63
|
|
-13
|
|
41
|
|
|
15
|
Swansea City
|
|
38
|
|
12
|
|
5
|
|
21
|
|
45
|
|
70
|
|
-25
|
|
41
|
|
|
16
|
Burnley
|
|
38
|
|
11
|
|
7
|
|
20
|
|
39
|
|
55
|
|
-16
|
|
40
|
|
|
17
|
Watford
|
|
38
|
|
11
|
|
7
|
|
20
|
|
40
|
|
68
|
|
-28
|
|
40
|
|
|
18
|
Hull City
|
|
38
|
|
9
|
|
7
|
|
22
|
|
37
|
|
80
|
|
-43
|
|
34
|
|
|
19
|
Middlesbrough
|
|
38
|
|
5
|
|
13
|
|
20
|
|
27
|
|
53
|
|
-26
|
|
28
|
|
|
20
|
Sunderland
|
|
38
|
|
6
|
|
6
|
|
26
|
|
29
|
|
69
|
|
-40
|
|
24
|
|
|
Premier League 2017/18
|
|
P
|
|
W
|
|
D
|
|
L
|
|
GF
|
|
GA
|
|
GD
|
|
PTS
|
|
|
1
|
Manchester City
|
|
38
|
|
32
|
|
4
|
|
2
|
|
106
|
|
27
|
|
79
|
|
100
|
|
|
2
|
Manchester United
|
|
38
|
|
25
|
|
6
|
|
7
|
|
68
|
|
28
|
|
40
|
|
81
|
|
|
3
|
Tottenham Hotspur
|
|
38
|
|
23
|
|
8
|
|
7
|
|
74
|
|
36
|
|
38
|
|
77
|
|
|
4
|
Liverpool
|
|
38
|
|
21
|
|
12
|
|
5
|
|
84
|
|
38
|
|
46
|
|
75
|
|
|
5
|
Chelsea
|
|
38
|
|
21
|
|
7
|
|
10
|
|
62
|
|
38
|
|
24
|
|
70
|
|
|
6
|
Arsenal
|
|
38
|
|
19
|
|
6
|
|
13
|
|
74
|
|
51
|
|
23
|
|
63
|
|
|
7
|
Burnley
|
|
38
|
|
14
|
|
12
|
|
12
|
|
36
|
|
39
|
|
-3
|
|
54
|
|
|
8
|
Everton
|
|
38
|
|
13
|
|
10
|
|
15
|
|
44
|
|
58
|
|
-14
|
|
49
|
|
|
9
|
Leicester City
|
|
38
|
|
12
|
|
11
|
|
15
|
|
56
|
|
60
|
|
-4
|
|
47
|
|
|
10
|
Newcastle United
|
|
38
|
|
12
|
|
8
|
|
18
|
|
39
|
|
47
|
|
-8
|
|
44
|
|
|
11
|
Crystal Palace
|
|
38
|
|
11
|
|
11
|
|
16
|
|
45
|
|
55
|
|
-10
|
|
44
|
|
|
12
|
AFC Bournemouth
|
|
38
|
|
11
|
|
11
|
|
16
|
|
45
|
|
61
|
|
-16
|
|
44
|
|
|
13
|
West Ham United
|
|
38
|
|
10
|
|
12
|
|
16
|
|
48
|
|
68
|
|
-20
|
|
42
|
|
|
14
|
Watford
|
|
38
|
|
11
|
|
8
|
|
19
|
|
44
|
|
64
|
|
-20
|
|
41
|
|
|
15
|
Brighton & Hove Albion
|
|
38
|
|
9
|
|
13
|
|
16
|
|
34
|
|
54
|
|
-20
|
|
40
|
|
|
16
|
Huddersfield Town
|
|
38
|
|
9
|
|
10
|
|
19
|
|
28
|
|
58
|
|
-30
|
|
37
|
|
|
17
|
Southampton
|
|
38
|
|
7
|
|
15
|
|
16
|
|
37
|
|
56
|
|
-19
|
|
36
|
|
|
18
|
Swansea City
|
|
38
|
|
8
|
|
9
|
|
21
|
|
28
|
|
56
|
|
-28
|
|
33
|
|
|
19
|
Stoke City
|
|
38
|
|
7
|
|
12
|
|
19
|
|
35
|
|
68
|
|
-33
|
|
33
|
|
|
20
|
West Bromwich Albion
|
|
38
|
|
6
|
|
13
|
|
19
|
|
31
|
|
56
|
|
-25
|
|
31
|
|
603
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