LCP Proudreed PLC - Irish Stock Exchange

written consent of the Note Trustee and the Issuer Security Trustee or as expressly provided in these
Conditions or any of the other Transaction Documents, the Issuer shall not, so long as any Note remains
outstanding:
Negative Pledge
(a) create or permit to subsist any Encumbrance over the whole or any part of its present or future
assets, revenues or undertaking;
Restrictions on Activities
(b) carry on any business other than as described in the Offering Circular and, in respect of that
business, shall not engage in any activity or do anything whatsoever except that the Issuer shall be
entitled to:
(i) enter into the Transaction Documents to which it is a party and preserve, exercise and/or
enforce any of its rights and perform and observe its obligations under and pursuant to the
Transaction Documents to which it is a party and any modifications or supplements thereto;
(ii) issue the Notes;
(iii) perform any act, incidental to or necessary in connection with any of the above; and
(iv) engage in those activities necessary for its continued existence and proper management;
Disposal of Assets
(c) transfer, sell, lend, part with or otherwise dispose of, or deal with, or grant any option or present or
future right to acquire, any of its assets, revenues or undertaking or any interest, right or benefit in
respect of any of them or agree or purport to do so;
Indebtedness
(d) create, incur or permit to subsist any Financial Indebtedness or give any guarantee or indemnity in
respect of Financial Indebtedness or of any other obligation of any person;
Dividends, Distributions and Shares
(e) pay any dividend or make any other distribution to its shareholders or issue any further shares,
warrants or options or securities exchangeable into shares;
Subsidiaries, Employees and Premises
(f) have or form or cause to be formed, any subsidiaries or subsidiary undertakings of any other nature
or have any employees or premises;
Merger
(g) amalgamate, consolidate or merge with any other person or transfer its assets, revenues or
undertaking to any other person;
No Variation or Waiver
(h) permit:
(i) any of the Transaction Documents to which it is a party to become invalid or ineffective;
(ii) the priority of the Issuer Security to be altered, released, postponed or discharged or consent
to any amendment to, or exercise any powers of consent or waiver pursuant to the terms of,
any of those Transaction Documents; or
(iii) any party to any of those Transaction Documents or any other person whose obligations form
part of the Issuer Security to be released from its obligations;
Bank Accounts
(i) have an interest in any bank account other than the Issuer Accounts, unless that account or interest
is charged to the Issuer Security Trustee on terms acceptable to the Issuer Security Trustee;
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