LCP Proudreed PLC - Irish Stock Exchange

Separate meetings of different Classes of Notes
(d) The following provisions shall apply where any matter, including the passing or rejection of any
Extraordinary Resolution, falls to be considered where more than one Class of Notes is outstanding:
(i) matters which the Note Trustee in its absolute discretion determines affect the Noteholders of
only one Class of Notes shall be transacted at a separate meeting of the Noteholders of such
Class;
(ii) matters which the Note Trustee in its absolute discretion determines affect the Noteholders of
more than one Class of Notes but do not give rise to an actual or potential conflict of interest
between the Noteholders of one such Class of Notes and the Noteholders of any other Class
of Notes shall be transacted either at separate meetings of the Noteholders of each such Class
of Notes or transacted at a single meeting of the Noteholders of all affected Classes of Notes
as the Note Trustee shall determine in its absolute discretion; and
(iii) matters which the Note Trustee in its absolute discretion determines affect the Noteholders of
more than one Class of Notes and give rise to an actual or potential conflict of interest between
the Noteholders of one such Class of Notes and the Noteholders of any other Class of Notes
shall be transacted at separate meetings of the Noteholders of each such Class.
Resolutions in Writing
(e) Any reference to an action being approved by an Extraordinary Resolution of Noteholders of any
one or more Classes of Noteholders shall be deemed to include a reference to that matter being
approved by a Written Resolution of the Noteholders of that Class or of those Classes.
14. MODIFICATION AND WAIVER OF BREACH
Modification
(a) The Note Trustee may, without the consent of the Noteholders, the Couponholders or the
Talonholders, agree to any modification (other than a Basic Terms Modification) to the Note Trust
Deed, the Notes, the Coupons, the Talons or any of the other Transaction Documents if, in the Note
Trustee’s opinion:
(i) it is not materially prejudicial to the interests of the Noteholders of any Class; or
(ii) it is to correct a manifest error or is of a formal, minor or technical nature.
Waiver of Breach
(b) The Note Trustee may also, without the consent of the Noteholders, the Couponholders or the
Talonholders, if in its opinion it will not be materially prejudicial to the interests of the Noteholders
of any Class:
(i) authorise or waive, on any terms and subject to any conditions which it considers appropriate,
any proposed breach or breach of the Conditions, the Note Trust Deed or any other
Transaction Document;
(ii) authorise or waive, on any terms and subject to any conditions which it considers appropriate,
any proposed breach or breach of any other Transaction Document in respect of which the
Issuer Security Trustee requests directions; or
(iii) determine that any event that would otherwise constitute a Note Event of Default or Potential
Note Event of Default shall not, or shall not subject to any conditions which it considers
appropriate, be treated as such for the purposes of the Note Trust Deed and these Conditions.
The Note Trustee shall not exercise any powers conferred on it by this Condition 14(b)
(Modification and Waiver - Waiver of Breach):
(i) so as to authorise or waive any proposed breach or breach relating to any term the
modification of which would be a Basic Terms Modification (which shall be approved by the
holders of each Class of Notes in accordance with the Provisions for Meetings of Noteholders);
or
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