LCP Proudreed PLC - Irish Stock Exchange

(c) in the case of shares, such form of security as (in the case of shares in companies incorporated in
England and Wales) is customarily used to create a first ranking fixed charge or (in the case of shares
in any other companies) as may be agreed from time to time between the Borrowers and the
Borrower Security Trustee as being equivalent in all material respects to a first ranking fixed charge
over shares in companies incorporated in England and Wales; or
(d) in the case of any other form of property, right or interest, such other form of security as may be
agreed from time to time between the Borrowers and the Borrower Security Trustee;
Agreed Form of Security Document means a document which creates an Agreed Form of Security and
which is in a form agreed between the relevant Obligors and as shall be satisfactory to the Borrower
Security Trustee from time to time;
Allocated Loan Amount means, in relation to each Secured Property, the Initial Valuation of the relevant
Secured Property multiplied by 70 per cent.;
Ancillary Income means, inter alia, any sums paid or payable in respect of cash takings from car parks
situated at the Secured Properties, insurance rebates receivable, mall income and barrow rental in respect
of the Secured Properties, any other monies paid or payable in respect of occupation and/or usage of any
part of that Secured Property and any fixture or fitting on that Secured Property including any fixture or
fitting on that Secured Property for display or advertisement, on licence or otherwise and any
administration facilities provided at the Secured Properties;
Applicable Accounting Principles means:
(a) the accounting principles, standards, conventions and practices, from time to time and at any time
generally accepted in the United Kingdom and which have been approved by the Accounting
Standards Board, and which implement the requirements of the Companies Act 1985 (as amended
by the Companies Act 1989) and of any other legislation or regulation, compliance with which is
required by law in connection with the preparation of accounts by companies incorporated with
limited liability, or compliance with which is generally adopted and practised by such companies in
the United Kingdom in effect from time to time and consistently applied; or
(b) the Proposed Accounting Principles;
Approved Firm means in relation to a required legal opinion, a firm of lawyers from the panel of lawyers
chosen by the relevant Borrower, as shall be satisfactory to the Borrower Security Trustee from time to
time, the firm proposed by the Obligors in respect of that legal opinion to be specifically approved for that
purpose by the Borrower Security Trustee in advance; for these purposes the initial agreed panel is
Freshfields Bruckhaus Deringer, Linklaters and Lovells, in each case including successors to these firms
or any firm arising as a result of a merger entered into by one or more of these firms;
Approved Valuer means King Sturge, including any successors arising as a result of a merger entered into
by it or such other international or other leading United Kingdom or international real estate valuer
instructed by the Borrowers as may have been approved by the Borrower Security Trustee from time to
time;
Assigned Contractual Rights means the right, title, interest and benefit of the Issuer under each of the
Transaction Documents to which it is a party or in respect of which it has the benefit;
Auditor’s Report means the report from (1) Rothman Pantall & Co. in relation to the financial statements
of either LCP Real Estate or Proudreed Real Estate, or (2) Ernst & Young in relation to the financial
statements of the Issuer, as the context requires;
Available Commitment means, at any time, the Liquidity Facility Maximum Amount less the outstanding
Advances at that time;
Basel II means the new capital adequacy framework, published by the Basel Committee on Banking
Supervision, on the Bank for International Settlements’ web-site entitled: the International Convergence
of Capital Measurement and Capital Standards: a Revised Framework;
Basic Terms Modification means:
(a) any modification which would have the effect, in respect of any Class of Notes, of (i) postponing or
altering any day for the payment of interest, (ii) reducing, cancelling or rescheduling the amount of
principal or the Rate of Interest payable or any fees, (iii) altering the priority of payment of interest
or principal or other amounts payable on the Notes under the Conditions, (iv) altering the currency
of payment (other than pursuant to Condition 7(k) (Payments – Change in Currency) or (v) altering
the Final Maturity Date; or
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