LCP Proudreed PLC - Irish Stock Exchange

TERMS AND CONDITIONS OF THE NOTES
The following are the terms and conditions of the Notes in the form (subject to completion and amendment)
in which they will be set out in the Note Trust Deed. They will be incorporated by reference into the Notes
in global form and will be endorsed on the Notes in definitive form (if any) issued in exchange for the
Permanent Global Notes. These terms and conditions include summaries of, and are subject to, the detailed
provisions of, the Note Trust Deed, the Issuer Deed of Charge, the Agency Agreement and the other
Transaction Documents (each as defined below).
The original £243,800,000 Class A Secured Floating Rate Notes due 2016 (the ‘‘Original Class A Notes’’),
the original £32,200,000 Class B Secured Floating Rate Notes due 2016 (the ‘‘Original Class B Notes’’),
the original £36,800,000 Class C Secured Floating Rate Notes due 2016 (the ‘‘Original Class C Notes’’) and
the original £9,200,000 Class D Secured Floating Rate Notes due 2016 (the ‘‘Original Class D Notes’’ and,
together with the Original Class A Notes, the Original Class B Notes and the Original Class C Notes, the
‘‘Original Notes’’) of LCP Proudreed PLC (the ‘‘Issuer’’) are created by a trust deed dated 25 October
2005 or such later date as may be agreed (the ‘‘Closing Date’’) between the Issuer and the Note Trustee
(the ‘‘Note Trust Deed’’) between the Issuer and HSBC Trustee (C.I.) Limited (in this capacity, the ‘‘Note
Trustee’’) as trustee for the holders for the time being of the Notes (the ‘‘Noteholders’’), the holders for
the time being of the Coupons (the ‘‘Couponholders’’) and the holders for the time being of the Talons
(the ‘‘Talonholders’’) and are subject to these terms and conditions (the ‘‘Conditions’’).
The expressions ‘‘Class A Notes’’, ‘‘Class B Notes’’, ‘‘Class C Notes’’, ‘‘Class D Notes’’ and ‘‘Notes’’ shall
in these Conditions, unless the context otherwise requires, include the Original Notes as well as any
Further Notes (as defined below) issued pursuant to Condition 20 (Issue of Further Notes, Replacement
Notes and New Notes). Any Further Notes which are issued shall form a single class with the Original
Class A Notes, the Original Class B Notes, the Original Class C Notes or the Original Class D Notes (as
the case may be).
Under an agency agreement dated the Closing Date (the ‘‘Agency Agreement’’) between the Issuer, the
Note Trustee, HSBC Trustee (C.I.) Limited as security trustee (in this capacity, the ‘‘Issuer Security
Trustee’’), HSBC Bank plc as principal paying agent (the ‘‘Principal Paying Agent’’), HSBC Institutional
Trust Services (Ireland) Limited as Irish paying agent (the ‘‘Irish Paying Agent’’ and together with the
Principal Paying Agent, the Irish Paying Agent and any other paying agents appointed from time to time
in respect of the Notes under the Agency Agreement, the ‘‘Paying Agents’’), and HSBC Bank plc as agent
bank (the ‘‘Agent Bank’’ and, together with the Paying Agents, the ‘‘Agents’’) among other things, the
Issuer will appoint the Paying Agents to make payments of principal, interest and other amounts (if any)
in respect of the Notes on its behalf and will appoint the Agent Bank to make certain calculations in
respect of the Notes.
The Notes are secured obligations of the Issuer and security for the Notes is created by a deed of charge
(the ‘‘Issuer Deed of Charge’’) dated the Closing Date between the Issuer and the Issuer Security Trustee.
These Conditions include summaries of, and are subject to, the detailed provisions of, the Note Trust
Deed, the Issuer Deed of Charge, the Agency Agreement and the other Transaction Documents.
If there is any conflict between these Conditions and the Note Trust Deed, these Conditions shall prevail.
If there is any conflict between these Conditions and the Issuer Deed of Charge, the Issuer Deed of
Charge shall prevail.
The Noteholders, the Couponholders, the Talonholders and all persons claiming through them or under
the Notes, Coupons and Talons are entitled to the benefit of, and are bound by, the Note Trust Deed, the
Issuer Deed of Charge, the Agency Agreement and the other Transaction Documents, copies of which are
available for inspection at the specified office of the Principal Paying Agent and the Irish Paying Agent.
The issue of the Notes was authorised by resolution of the Board of Directors of the Issuer passed on
17 October 2005.
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