LCP Proudreed PLC - Irish Stock Exchange

‘‘Liquidity Facility Standby Account’’ means the account held in the name of the Issuer for the
deposit of Liquidity Facility Standby Drawings (if any) with the Liquidity Facility Provider (for so
long as it satisfies the Rating Criteria) or the Account Bank (with account number 59427125) or
(subject to the written approval of the Liquidity Facility Provider, such approval not to be
unreasonably delayed or withheld) any other bank, the short term, unsecured, unsubordinated and
unguaranteed debt obligations of which satisfy the Rating Criteria;
‘‘Liquidity Facility Standby Drawing’’ means a drawing following a Liquidity Event or the principal
amount of that drawing outstanding at a particular time, where the context requires;
‘‘Liquidity Requisite Ratings’’ means the Liquidity Facility Provider’s short term unsecured,
unsubordinated and unguaranteed debt obligations of at least A-1+ by S&P and F-1 by Fitch;
‘‘Liquidity Subordinated Amounts’’ means the amount by which any payment made to the Liquidity
Facility Provider under the Liquidity Facility Agreement is increased as a consequence of an amount
for or on account of Tax being required to be withheld or deducted from that payment;
‘‘Master Definitions and Framework Deed’’ means the framework deed dated the Closing Date
between, among others, the Issuer, the Note Trustee and the Issuer Security Trustee;
‘‘Meeting’’ means a meeting of the Noteholders or of any one or more Classes of Noteholders and,
except where the context otherwise requires, includes a meeting resumed following an adjournment;
‘‘Most Senior Class’’ means, at any time:
(i) the Class A Notes;
(ii) if no Class A Notes are then outstanding, the Class B Notes (if at that time any Class B Notes
are then outstanding);
(iii) if no Class A Notes or Class B Notes are then outstanding, the Class C Notes (if at that time
any Class C Notes are then outstanding); or
(iv) if no Class A Notes or Class B Notes or Class C Notes are then outstanding, the Class D Notes
(if at that time any Class D Notes are then outstanding);
‘‘New Notes’’ has the meaning given to it in Condition 20 (Issue of Further Notes, Replacement Notes
and New Notes);
‘‘No Material Prejudice Test’’ has the meaning given to it in Condition 3 (Status, Priority and
Security – Status and Relationship between the Notes);
‘‘Note Enforcement Notice’’ means a notice delivered by the Note Trustee to the Issuer in
accordance with Condition 10 (Note Events of Default);
‘‘Note Event of Default’’ means any event that would lead to a default under the Conditions;
‘‘Note Principal Payment’’ has the meaning given to it in Condition 6(e) (Redemption, Purchase and
Cancellation – Note Principal Payments, Principal Amount Outstanding and Pool Factor);
‘‘Note Trust Deed’’ means the trust deed entered into on the Closing Date between the Issuer and
the Note Trustee in relation to which the Notes will be constituted (as modified from time to time
in accordance with the provisions therein contained and any deed or other document expressed to
be supplemental thereto);
‘‘Note Trustee’’ means, as at the Closing Date, HSBC Trustee (C.I.) Limited, acting through its
principal office at 1 Grenville Street, St Helier, Jersey, Channel Islands JE4 9PF;
‘‘Noteholders’’ means:
(i) in relation to any Notes represented by a Global Note, each person (other than Euroclear or
Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or
Clearstream, Luxembourg or any other person the Note Trustee considers appropriate as the
holder of a particular Principal Amount Outstanding of those Notes, for which purpose any
certificate or letter of confirmation (or any other form of record made by any of them) as to
the Principal Amount Outstanding of Notes standing to the account of any person shall be
conclusive and binding on the basis that that person shall be treated by the Issuer, the Note
Trustee and all other persons as the holder of that Principal Amount Outstanding of those
Notes for all purposes other than the right to payments in respect of those Notes which shall
be vested, as against the Issuer, solely in the bearer of the relevant Global Note, who shall be
regarded as the ‘‘Noteholder’’ for that purpose; and
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