LCP Proudreed PLC - Irish Stock Exchange

Form of Definitive Notes
(f) Definitive Notes, if issued, will be serially numbered and in bearer form with, at the date of issue,
Coupons falling due after the date of issue and Talons for further Coupons attached. The Definitive
Notes, Coupons and Talons will be security printed in accordance with applicable legal and stock
exchange requirements and shall be endorsed with these Conditions.
Title to Definitive Notes
(g) Title to the Definitive Notes, Coupons and Talons will pass by delivery. The holder of any Definitive
Note, Coupon or Talon may (except as ordered by a court of competent jurisdiction or otherwise
required by law) be treated at all times, by all persons and for all purposes, including the making of
any payments in respect of the Notes, as the absolute owner of that Definitive Note, Coupon or
Talon (regardless of any notice of ownership, trust or other interest therein, any writing thereon or
any notice of any previous loss or theft thereof and no person shall be liable for so treating such
holder). Each Couponholder and Talonholder (whether or not the Coupon or Talon is attached to
the relevant Definitive Note) in his capacity as such shall be subject to and bound by all the
provisions contained in the relevant Definitive Note.
3. STATUS, PRIORITY AND SECURITY
Status and Relationship between the Notes
(a) The Notes and the Coupons constitute direct and, upon issue, unconditional obligations of the Issuer
subject to the terms of the Note Trust Deed and these Conditions and are secured by the Issuer
Security.
(b) The Notes and the Coupons are obligations solely of the Issuer and are not obligations of, or
guaranteed by, any of the other parties to the Transaction Documents.
(c) The Notes of each Class rank pari passu without preference or priority amongst themselves. The
Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes rank as among
themselves in accordance with the Issuer Priority of Payments set out in this Condition 3 (Status,
Priority and Security). Certain other obligations of the Issuer rank in priority to the Notes in
accordance with the applicable Issuer Priority of Payments.
(d) The Note Trust Deed contains provisions requiring the Note Trustee (except where expressly
provided otherwise) to have regard to the interests of the Noteholders as a whole as regards the
exercise or performance of each of its trusts, powers, authorities, duties, discretions and obligations
under the Note Trust Deed and the other Transaction Documents. If, in relation to the exercise or
performance of any of those trusts, powers, authorities, duties, discretions and obligations, in the
Note Trustee’s opinion there is or may be a conflict:
(i) between the interests of (A) the Class A Noteholders and (B) the other Noteholders, the Note
Trustee shall, to the extent permitted by applicable law, have regard only to the interests of the
Class A Noteholders;
(ii) if there are no Class A Notes outstanding, between the interests of (A) the Class B
Noteholders and (B) the Class C Noteholders and the Class D Noteholders, the Note Trustee
shall, to the extent permitted by applicable law, have regard only to the interests of the Class
B Noteholders; and
(iii) if there are no Class A Notes or Class B Notes outstanding, between the interests of (A) the
Class C Noteholders and (B) the Class D Noteholders, the Note Trustee shall, to the extent
permitted by applicable law, have regard only to the interests of the Class C Noteholders,
provided that in relation to (x) any determination made by the Note Trustee pursuant to clause (ii)
of the definition of ‘‘Basic Terms Modification’’ and (y) any waiver of breach pursuant to Condition
14(b) (Modification and Waiver of Breach – Waiver of Breach), the Note Trustee shall have regard
to the interests of the Noteholders as a whole irrespective of any conflict between the interests of
the different Classes of Noteholders.
(e) The Issuer Deed of Charge contains provisions requiring the Issuer Security Trustee (except where
expressly provided otherwise) to have regard to the interests of the Issuer Secured Creditors as a
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