LCP Proudreed PLC - Irish Stock Exchange

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Although a Meeting of Noteholders convened in accordance with Condition 13 (Meetings of Noteholders) may be held on the same date as any Information Meeting, such Information Meeting shall for all purposes be a separate meeting and the provisions of Condition 13 (Meetings of Noteholders) shall apply in full force to the relevant Meeting of Noteholders, with the Meeting of Noteholders taking place following the conclusion of the relevant Information Meeting. 20. ISSUE OF FURTHER NOTES, REPLACEMENT NOTES AND NEW NOTES Issue (a) The Issuer may from time to time on any date without the consent of the Noteholders, the Couponholders or the Talonholders, but subject always to the provisions of these Conditions and the Note Trust Deed, raise further funds by: (i) the creation and issue of further Class A Notes (the ‘‘Further Class A Notes’’) in bearer form having the same terms and conditions (except in relation to the issue date, the first Interest Period, the first Interest Payment Date and the amount to be paid in respect of the first payment of interest) as, and so that they shall be consolidated and form a single series and rank pari passu with, the Class A Notes; and/or (ii) the creation and issue of further Class B Notes (the ‘‘Further Class B Notes’’) in bearer form having the same terms and conditions (except in relation to the issue date, the first Interest Period, the first Interest Payment Date and the amount to be paid in respect of the first payment of interest) as, and so that they shall be consolidated and form a single series and rank pari passu with, the Class B Notes; and/or (iii) the creation and issue of further Class C Notes (the ‘‘Further Class C Notes’’ in bearer form having the same terms and conditions (except in relation to the issue date, the first Interest Period, the first Interest Payment Date and the amount to be paid in respect of the first payment of interest) as, and so that they shall be consolidated and form a single series and rank pari passu with, the Class C Notes; and/or (iv) the creation and issue of further Class D Notes (the ‘‘Further Class D Notes’’ in bearer form having the same terms and conditions (except in relation to the issue date, the first Interest Period, the first Interest Payment Date and the amount to be paid in respect of the first payment of interest) as, and so that they shall be consolidated and form a single series and rank pari passu with, the Class D Notes, provided that: (A) any Further Notes to be issued are assigned the same ratings as are then applicable to the corresponding Class of Notes then outstanding; (B) the aggregate principal amount of each Class of Further Notes to be issued on a particular date is not less than £50,000,000; (C) the proceeds of the issue of the Further Notes are to be applied by the Issuer in making further Commercial Mortgage Loans to the one or more Borrowers in accordance with the relevant Commercial Mortgage Loan Agreement; (D) the Ratings Test is satisfied; and (E) no Note Event of Default or Potential Note Event of Default has occurred and is continuing. (v) the creation and issue of replacement notes (the ‘‘Replacement Notes’’) if the Issuer exercises its option to redeem in whole one or more classes of Notes pursuant to Condition 6(d) (Optional Redemption) each class of which shall carry the same terms and conditions in all respects (except in relation to the rate of interest applicable to the Replacement Notes (which must be lower than the rate of interest applicable to the Class of Notes which it replaces)) as the Class of Notes which it replaces and shall on issue be in a principal amount which in aggregate does not exceed the aggregate Principal Amount Outstanding of the Class of Notes which it replaces, provided that the class or classes of Notes to be replaced are redeemed in full in accordance with Condition 6(d) (Optional Redemption) and: (A) any Replacement Notes to be issued are assigned the same ratings as are then applicable to the corresponding Class of Notes then outstanding; 173
(vi) (B) the Note Trustee is satisfied that the interests of the then existing Noteholders will not be materially prejudiced by the issue of Replacement Notes; (C) the Note Trustee is satisfied that the terms of the Replacement Notes and their variation of the Transaction Documents will not be materially prejudicial to the interests of the then existing Noteholders; (D) the Ratings Test is satisfied with respect to any Class of Notes not redeemed pursuant to Condition 6(d) (Optional Redemption); and (E) no Note Event of Default or Potential Note Event of Default has occurred and is continuing. the creation and issue of additional notes of a new class which will be in bearer form and which may rank pari passu with or after any Notes then in issue (‘‘New Notes’’) and may carry terms that differ from any of the Notes and do not form a single series with them provided that in respect of any issue of New Notes: (A) the proceeds of the issue of the New Notes are to be applied by the Issuer in making further Commercial Mortgage Loans to one or more Borrowers in accordance with the relevant Commercial Mortgage Loan Agreement; (B) the Note Trustee is satisfied that the interests of the then existing Noteholders will not be materially prejudiced by the issue of New Notes; (C) the Note Trustee is satisfied that the terms of the New Notes and their variation of the Transaction Documents will not be materially prejudicial to the interests of the then existing Noteholders; (D) the Ratings Test is satisfied; and (E) no Note Event of Default or Potential Note Event of Default has occurred and is continuing. Supplemental Note Trust Deeds and Issuer Security (b) Any Further Notes and/or Replacement Notes and/or New Notes shall be created by a further deed or deeds supplemental to the Note Trust Deed and have the benefit of the Issuer Security. 21. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 No person shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms or conditions of the Notes. 22. GOVERNING LAW The Note Trust Deed, the Notes, the Coupons, the Talons and the Issuer Deed of Charge and the relationship between (a) the parties to those documents, (b) the Noteholders and the Note Trustee and (c) the Noteholders and the Issuer Security Trustee shall be governed by, and interpreted in accordance with, English law. PRINCIPAL PAYING AGENT HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom IRISH PAYING AGENT HSBC Institutional Trust Services (Ireland) Limited HSBC House Harcourt Street Dublin 2 Ireland 174
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LCP Proudreed PLC incorporated with
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The Issuer accepts responsibility f
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CONTENTS SECTION PAGE PRINCIPAL CHA
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PRINCIPAL CHARACTERISTICS OF THE CO
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Security: Insurance: Valuation: 70
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TRANSACTION OVERVIEW The informatio
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TRANSACTION PARTIES The Issuer LCP
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SPV Management Limited’s appointm
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Statistical Analysis Unless stated
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Property Name Property Address Type
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Property Number 2 Property Name Arc
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Property Number 6 Property Name Adw
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Property Number 10 Property Name Sh
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7. Property Size The figures cited
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Property Number 2 Property Name Alp
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3. Tenant Concentration (Top 10 Ten
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8. Sectoral Weightings: (Industrial
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Interest Payment Date falling in Fe
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RISK FACTORS The following is a sum
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available to be applied by the Issu
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maturity of the Notes, enforcement
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emoval, rebuilding, reinstating and
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assurance that a Borrower will exer
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which is intended to ensure that th
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egulations will not occur in the fu
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landlord to forfeit the Headlease i
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3. Legal and regulatory considerati
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A company is eligible for a morator
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displayed and (c) applicable provis
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Withholding tax in respect of the C
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SUMMARY OF PRINCIPAL DOCUMENTS Belo
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on the two Loan Calculation Dates i
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substantially as it has been conduc
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A breach of a Financial Covenant ma
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• not to carry out and/or agree t
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(f) (g) (h) (i) (j) (k) (l) (m) (n)
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(vi) in the case of Same-Day Substi
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of the Approved Valuer) structural
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(a) a certificate is provided by th
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Floating charges held by the Borrow
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Each Accountholder will pay to each
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(D) details of any steps being take
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(iii) to provide collateral to secu
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in the prepayment of the Commercial
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a view to achieving a reasonable re
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Where amounts are to be provided fo
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(a) first, in or towards satisfacti
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(d) fourth, in or towards satisfact
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5. The Hedging Agreements For a fur
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VALUATION REPORTS London & Cambridg
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4.0 VALUATION ASSUMPTIONS 4.1 SOURC
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APPENDIX 1 Ref No Property Descript
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Ref No Property Description & Tenur
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APPENDIX 2 Properties Requiring Mea
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295 SWINTON, Swinton Hall Industria
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issued by the Royal Institution of
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previously seen environmental repor
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APPENDIX 2 Properties Requiring Mea
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Directors and Secretary The directo
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Accountants Report to the Members o
Page 128 and 129: THE BORROWERS L.C.P. Real Estate Li
Page 130 and 131: Name Business Address Other Princip
Page 132 and 133: The accompanying notes are an integ
Page 134 and 135: Proudreed Real Estate Limited Intro
Page 136 and 137: Independent Auditors’ Report to t
Page 138 and 139: 5. Reconciliation of Shareholders
Page 140 and 141: THE HEDGING PROVIDERS AND THE LIQUI
Page 142 and 143: 1. DEFINITIONS AND PRINCIPLES OF CO
Page 144 and 145: ‘‘Definitive Note’’ means i
Page 146 and 147: (ii) the making of an administratio
Page 148 and 149: the Issuer Account Bank and Cash Ma
Page 150 and 151: (ii) in relation to any Definitive
Page 152 and 153: ‘‘Principal Paying Agent’’
Page 154 and 155: General Interpretation (b) In these
Page 156 and 157: Form of Definitive Notes (f) Defini
Page 158 and 159: Default), the Cash Manager shall on
Page 160 and 161: (ii) (iii) (iv) (v) that such amoun
Page 162 and 163: Separateness (k) permit or consent
Page 164 and 165: (i) determine the Rate of Interest
Page 166 and 167: (iii) (iv) Agreement or such other
Page 168 and 169: insufficient after payment of all o
Page 170 and 171: Change in Currency (k) (i) If at an
Page 172 and 173: 11. ENFORCEMENT (a) (b) At any time
Page 174 and 175: Separate meetings of different Clas
Page 176 and 177: Removal and Replacement of Note Tru
Page 180 and 181: FORM OF THE NOTES General The Notes
Page 182 and 183: purposes as realising profits, gain
Page 184 and 185: In addition, until 40 days after th
Page 186 and 187: (b) the Valuation Reports; (c) the
Page 188 and 189: (c) in the case of shares, such for
Page 190 and 191: Class A Notes means the Original Cl
Page 192 and 193: Environment means all or any of the
Page 194 and 195: Further Class C Notes has the meani
Page 196 and 197: (ii) any fees and expenses payable
Page 198 and 199: Investor Presentation Materials mea
Page 200 and 201: to prime banks in the London inter-
Page 202 and 203: provided that, in determining wheth
Page 204 and 205: Obligor Transaction Documents means
Page 206 and 207: provided that for each of the follo
Page 208 and 209: Preliminary Offering Circular means
Page 210 and 211: Period, the Reference Amount will b
Page 212 and 213: Tax Deeds of Covenant means the two
Page 215: Capital Printing Systems (UK) Limit
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LCP Proudreed PLC - Irish Stock Exchange

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