LCP Proudreed PLC - Irish Stock Exchange

11. ENFORCEMENT
(a)
(b)
At any time after a Note Enforcement Notice has been given to the Issuer, the Note Trustee:
(i) may, in its absolute discretion; or
(ii) shall, if:
(A) it has been directed to do so in writing by the holders of at least 25 per cent. of the
Principal Amount Outstanding of the Most Senior Class of Notes then outstanding; or
(B) it has been directed to do so by an Extraordinary Resolution of the holders of the Most
Senior Class of Notes then outstanding; and
(iii) subject, in each case, to being indemnified or otherwise secured to its satisfaction in accordance
with the Note Trust Deed,
instruct the Issuer Security Trustee to take enforcement steps in relation to the Issuer Security.
Under the terms of the Issuer Deed of Charge, if the Note Trustee provides the Issuer Security
Trustee with a copy of a Note Enforcement Notice given to the Issuer and instructs it to take
enforcement steps in relation to the Issuer Security, then the whole of the Issuer Security shall be
enforceable.
12. NOTEHOLDER ACTION
General Prohibition
(a) Subject to Condition 12(b) (Noteholder Action – Permitted Noteholder Action), no Noteholder,
Couponholder or Talonholder shall be entitled to take any proceedings or other action directly
against the Issuer.
Exceptions
(b) If the Note Trustee having become bound (i) to give a Note Enforcement Notice to the Issuer or (ii)
to instruct the Issuer Security Trustee to take enforcement steps in accordance with Condition 11(b)
(Enforcement) fails to do so within a reasonable time and that failure is continuing, the holders of
not less than 25 per cent. in aggregate of the Principal Amount Outstanding of the Most Senior Class
of Notes then outstanding may (A) sign and give a Note Enforcement Notice to the Issuer in
accordance with Condition 10 (Note Events of Default) and/or (B) instruct the Issuer Security
Trustee to take enforcement steps in accordance with Condition 11 (Enforcement); or
Limit on Noteholder Action
(c) Except as expressly permitted to do in this Condition 12 (Noteholder Action), the Noteholders shall
not be entitled to take any steps:
(i) to direct the Note Trustee to instruct the Issuer Security Trustee to enforce the Issuer Security;
or
(ii) to take or join any person in taking steps against the Issuer for the purpose of obtaining
payment of any amount due from the Issuer to it; or
(iii) to initiate or join any person in initiating any Insolvency Proceedings in relation to the Issuer
or the appointment of an Insolvency Official in relation to the Issuer or in relation to the whole
or any part of the undertakings or assets of the Issuer; or
(iv) to take any steps or proceedings that would result in the applicable Issuer Priority of Payments
in the Issuer Deed of Charge not being observed.
13. MEETINGS OF NOTEHOLDERS
Convening
(a) The Note Trust Deed contains provisions for convening Meetings of Noteholders or of any one or
more Classes of Noteholder to consider any matter affecting their interests, including the
167