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LCP Proudreed PLC - Irish Stock Exchange

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Interest Payment Date falling in February 2006. The final Interest Period will commence on (and include)<br />

the Interest Payment Date falling in May 2016 and end on (but exclude) the Final Maturity Date.<br />

Interest on the Notes will accrue at an annual rate of LIBOR for three-month Sterling deposits, plus a<br />

margin of 0.26 per cent. per annum (in the case of the Class A Notes), 0.35 per cent. per annum (in the<br />

case of the Class B Notes), 0.60 per cent. per annum (in the case of the Class C Notes), or 0.85 per cent.<br />

per annum (in the case of the Class D Notes). In the case of the first Interest Period only, each Class of<br />

Notes will bear interest at the equivalent rate for four month sterling deposits in the market plus the<br />

margin applicable to the relevant Class of Notes as described above.<br />

The Noteholders will be entitled to receive payment of interest on their respective Notes on each Interest<br />

Payment Date as provided in the Conditions and provided that such amounts are paid after payment of<br />

any liabilities ranking in priority thereto in accordance with the Issuer Pre-Enforcement Priority of<br />

Payments or Issuer Post-Enforcement Priority of Payments, as applicable (see further the section entitled<br />

‘‘Resources Available to the Borrowers and the Issuer’’ below).<br />

A failure by the Issuer to make quarterly payments of amounts of interest due under any Class of Notes<br />

will constitute a default under the Notes unless such interest arises on the portion of that Class of Notes<br />

to which a Principal Loss has been allocated and such interest has been deferred in accordance with<br />

Condition 5(h).<br />

Withholding Tax<br />

All payments of principal and interest in respect of the Notes will be made without withholding or<br />

deduction for or on account of tax unless such withholding or deduction is required by law. If any such<br />

withholding or deduction is required to be made from payments due in respect of the Notes, neither the<br />

Issuer nor any Paying Agent nor any other person will be obliged to pay any additional amounts to<br />

Noteholders or, if definitive Notes are issued, Couponholders or to otherwise compensate Noteholders or<br />

Couponholders for the reduction in the amounts they will receive as a result of such withholding or<br />

deduction. In such circumstances, and in certain other circumstances resulting from a withholding or<br />

deduction for or on account of tax in the context of the transaction, the Issuer will have the option (but<br />

not the obligation) to redeem all of the Notes at their Principal Amount Outstanding, as more particularly<br />

set out in Condition 6(c) (Redemption, Purchase and Cancellation – Optional Redemption for Tax<br />

Reasons).<br />

Expected and Final Redemption<br />

Unless previously redeemed in full or purchased and cancelled, the Notes are expected to mature at their<br />

respective Principal Amount Outstanding, together with accrued interest thereon, on the Interest<br />

Payment Date falling in August 2014, and, at the latest, will mature on the Final Maturity Date.<br />

Mandatory and Optional Redemption<br />

In the event of a mandatory or optional repayment or prepayment by a Borrower of all or part of its<br />

Commercial Mortgage Loan, for whatever reason, before the Final Maturity Date (see further ‘‘Summary<br />

of Principal Documents – The Commercial Mortgage Loan Agreements – Prepayment of the Commercial<br />

Mortgage Loans’’), the Issuer shall be required to apply any proceeds of such repayment or prepayment<br />

in redeeming all or part of the Notes on the next following Interest Payment Date (see further Condition<br />

(b) (Redemption, Purchase and Cancellation – Mandatory Redemption following prepayment of a<br />

Commercial Mortgage Loan)).<br />

In addition to the required repayment of the Notes on the Final Maturity Date and any mandatory<br />

redemption following prepayment of a Commercial Mortgage Loan, the Notes will be subject to optional<br />

redemption in whole before the Final Maturity Date in certain circumstances as described in Condition<br />

(d) (Redemption, Purchase and Cancellation – Optional Redemption).<br />

Security for the Notes<br />

The Notes will be secured pursuant to the Issuer Deed of Charge (see further the section entitled<br />

‘‘Summary of Principal Documents – The Issuer Deed of Charge’’ for a further description of the Issuer<br />

Security).<br />

The Note Trustee (and any receiver appointed by the Note Trustee), the Account Bank, the Agent Bank,<br />

the Paying Agents, the Issuer Corporate Services Provider, the Hedging Providers, the Liquidity Facility<br />

31

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