LCP Proudreed PLC - Irish Stock Exchange

modification of any provision of these Conditions, the Note Trust Deed or the other Transaction
Documents and the waiver of any breach or proposed breach by the Issuer of its obligations under
the Note Trust Deed, the Notes or the other Transaction Documents. Subject to Condition 13(b)
(Meeting of Noteholders – Extraordinary Resolutions and Basic Terms Modifications), any such
modification or waiver may be made if sanctioned by an Extraordinary Resolution.
Extraordinary Resolutions and Basic Terms Modifications
(b) Any Basic Terms Modification must be approved by an Extraordinary Resolution of the holders of
each Class of Notes.
An Extraordinary Resolution to approve any matter other than a Basic Terms Modification passed
at any meeting of the Class A Noteholders, shall be binding on all Class B Noteholders, Class C
Noteholders and Class D Noteholders irrespective of the effect upon them.
An Extraordinary Resolution of the holders of any Class of Notes to approve any matter other than
a Basic Terms Modification shall be binding on the holders of each Class of Notes ranking junior to
such Class but shall not be binding on the holders of each Class of Notes ranking equally or senior
to such Class and remaining outstanding (the ‘‘Relevant Classes’’) unless either (x) approved by an
Extraordinary Resolution of the holders of Notes of the Relevant Classes or (y) the Note Trustee
has determined that such matter is not materially prejudicial to the holders of Notes of the relevant
Classes. For this purpose the Classes rank in the following order:
(i) first, the Class A Notes;
(ii) second, the Class B Notes;
(iii) third, the Class C Notes; and
(iv) fourth, the Class D Notes.
Quorum
(c) The quorum at any meeting originally convened or adjourned and reconvened except for want of a
quorum shall be at least two voters representing the proportion of the Notes for the time being
outstanding of the relevant Class shown by the table below:
To pass an Extraordinary Resolution
involving a Basic Terms Modification:
To pass any other
Extraordinary Resolution:
Any other purpose:
75 per cent.
More than 50 per cent.
10 per cent.
The quorum at any meeting adjourned for want of a quorum and reconvened shall be at least two
voters representing the proportion of the Notes for the time being outstanding of the relevant Class
shown by the table below:
To pass an Extraordinary Resolution
involving a Basic Terms Modification:
To pass any other
Extraordinary Resolution:
Any other purpose:
33 1 ⁄3 per cent.
No minimum proportion
No minimum proportion
So long as any Class of Notes are:
(i) represented by a Global Note, a person appointed in relation thereto or being the holder of the
Class of Notes represented thereby; or
(ii) in definitive form, where the entire Class of Notes are held by a single Noteholder,
a person appointed in relation thereto or being the holder of the entire Class of Notes represented
thereby shall be deemed to be two persons for the purpose of forming a quorum..
The majority required for an Extraordinary Resolution shall be a majority of not less than 75 per
cent. of the votes cast, whether on a show of hands or a poll.
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