LCP Proudreed PLC - Irish Stock Exchange

‘‘Definitive Note’’ means in respect of each Class of Notes, each bearer note issued or to be issued
in definitive form for that Class in, or substantially in, the form set out in Schedule 3 (Form of
Definitive Note) to the Note Trust Deed;
‘‘Eligible Investments’’ means sterling gilt edged securities and sterling demand or time deposits,
cash, certificates of deposit and short term debt obligations (including commercial paper), provided
that in all cases such investments have a maturity date falling no later than the Business Day
preceding the next following Interest Payment Date and either (i) the short term unsecured,
unguaranteed and unsubordinated debt obligations of the issuing or guaranteeing entity or the entity
with which the demand or time deposits are made (being an authorised bank under the FSMA) are
rated A1+ by S&P and F-1 (if the relevant investments have a maturity of no more than 30 days)
or F-1+ (in all other cases) by Fitch or higher (or such other credit rating as may be approved by the
Rating Agencies from time to time) or (ii) such investments are made in money market funds that
are rated ‘‘AAAm’’ or ‘‘AAAm-G’’ by S&P and ‘‘AAA/V1+’’ by Fitch (or have such other credit
rating as may be approved by the Rating Agencies from time to time);
‘‘Encumbrance’’ includes any mortgage, charge (whether legal or equitable), assignation in security,
pledge, lien, hypothecation or other encumbrance securing any obligation of any person (including,
without limitation, title transfer and retention arrangements (other than those entered into in the
ordinary course of business), sale and leaseback, sale and repurchase arrangements or any other
agreement, trust or arrangement having the effect of providing security). For the avoidance of
doubt, ‘‘Encumbrance’’ shall not include (a) a right of counterclaim or (b) a right of set-off arising
by contract or operation of law not constituting a mortgage or charge under applicable law;
‘‘Euroclear’’ means Euroclear Bank S.A./N.V., as operator of the Euroclear system;
‘‘Exchange Date’’ means with respect to a Note a date not earlier than 40 days after the Closing Date
or the Further Issue Date, as applicable, on which the Temporary Global Note will be exchangeable
in whole or in part for interests in a Permanent Global Note;
‘‘Exchange Event’’ means:
(i) both Euroclear and Clearstream, Luxembourg are closed for business for a continuous period
of 14 days (other than by reason of holiday, statutory or otherwise) or announce an intention
permanently to cease business and in fact do so cease business and no other clearing system
approved by the Note Trustee is available; or
(ii) as a result of any amendment to, or change in the laws or regulations of England and Wales
(or any political sub-division thereof) or of any authority therein or thereof having power to
tax or in the interpretation by a revenue authority or a court or in the administration of such
laws or regulations which becomes effective on or after the Closing Date, the Issuer or any
Paying Agent is or will be required to make any withholding or deduction from any payment
in respect of the Notes which would not be required if the Notes were in definitive form;
‘‘Extraordinary Resolution’’ means a resolution passed at a Meeting duly convened and held in
accordance with the Provisions for Meetings of Noteholders by a majority of not less than
75 per cent. of the votes cast, whether on a show of hands or a poll;
‘‘Fees and Expenses’’ means any fees, costs and expenses, other remuneration and indemnity
payment which are due and payable;
‘‘Final Maturity Date’’ means the Interest Payment Date falling in August 2016;
‘‘Financial Indebtedness’’ means any indebtedness for or in respect of:
(a) monies borrowed or raised and includes capitalised interest;
(b) any amount raised by acceptance under any acceptance credit facility or by documentary
credits or discounted instruments;
(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes,
debentures, loan stock or any similar debt instrument;
(d) the amount of any liability in respect of any lease or hire purchase contract which would, in
accordance with the Applicable 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 or
discounted on a non-recourse basis);
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