The Merger Reference (Thomas Cook Group Limited and Barclays Bank plc) (No.2) Order 1994

2.—(1) Subject to paragraphs (2) and (3), when “ISL has become a subsidiary of TCG or TCG has acquired the assets of “ISL, TCG and “ISL shall—

(a) maintain the existing legal structure of “ISL;

(b) maintain “ISL as an issuer of Interpayment travellers' cheques in the full range of currencies currently issued;

(c) not use the Thomas Cook name or “MasterCard” trademark in conjunction with Interpayment travellers' cheques or the marketing of any business carried on by “ISL;

(d) not use the “Visa” trademark in conjunction with any travellers' cheque issuing business carried on by TCG;

(e) maintain, keep distinct and separately invest the funds of “ISL in so far as those funds represent the monies received in respect of Interpayment travellers' cheques sold and awaiting redemption;

(f) keep a distinct and active sales force for Interpayment travellers' cheques and retain separate point of sale technology for Interpayment travellers' cheques at the premises of sales agents selling such travellers' cheques;

(g) pursue a distinct and active sales promotion policy for Interpayment travellers' cheques and not use the Thomas Cook name in connection with the sales or marketing of Interpayment travellers' cheques;

(h) not terminate (other than in the ordinary course of business) existing sales agency contracts between “ISL and third parties for the sale of Interpayment travellers' cheques;

(i) not solicit existing sales agents of “ISL to become sales agents for travellers' cheques bearing the Thomas Cook name;

(j) continue to use, for the purpose of processing and storing data about Interpayment travellers' cheques and sales agents of “ISL (“the relevant data”), the existing data processing system used by “ISL and licensed from Arab Financial Services Company E.C. and keep separate the relevant data and the system;

(k) continue to subscribe in respect of Interpayment travellers' cheques to the Visa Global Refund Service for the initial handling of refund claims.

(2) Paragraph (1)(b), (f), (g) and (h) shall not apply in respect of the activities of Interpayment Cheque Bleu S.A.

(3) Paragraph (1)(i) shall not apply to the extent that TCG may solicit sales agents in respect of French franc travellers' cheques bearing the Thomas Cook name.