LCP Proudreed PLC - Irish Stock Exchange

• not to carry out and/or agree to any Development unless (a) the proposed Development is
permitted by the terms of the relevant Headlease and Occupational Lease and the
Transaction Documents, (b) if the proposed Development is a Minor Development, the sum
of (i) the cost of the proposed Development (as reasonably estimated and documented by the
relevant Borrower) that will be incurred during any Reference Period and (ii) the cost already
incurred or that will be incurred (in the case of the latter, as reasonably estimated and
documented by the relevant Borrower) during any Reference Period in respect of all other
Minor Developments will not exceed 5 per cent. (in the case of LCP Real Estate) or 10 per
cent. (in the case of Proudreed Real Estate), in each case, of the applicable Reference
Amount in respect of the relevant Borrower’s Property Portfolio, (c) if the proposed
Development is a Major Development, it is a Permitted Development and the relevant
Borrower has issued and delivered a certificate to the Borrower Security Trustee confirming
the same and (d) if the estimated cost of the proposed Development (as reasonably estimated
and documented by the relevant Borrower) is in excess of £1,500,000, each of the Rating
Agencies have confirmed in writing (addressed or copied) to the Borrower Security Trustee
that the rating of the existing Notes will not be downgraded, placed on ‘‘credit watch’’ with
negative implications or withdrawn as a result of the proposed Development, provided that
the requirements set out in (b) will not apply to any proposed Minor Development in respect
of a damaged or destroyed Secured Property to be financed from amounts standing to the
credit of the relevant Borrower’s Insurance Proceeds Account in accordance with the terms
of the relevant Commercial Mortgage Loan Agreement and all references to ‘‘cost’’ are to
cost excluding VAT;
• not to create (or agree to create) or permit to subsist any Encumbrance (unless arising by
operation of law) or enter into any arrangement having a similar effect to an Encumbrance
(whether by way of finance lease, or otherwise) whatsoever over all or any of its present or
future revenues or assets (including any uncalled capital) or its undertaking of which it is the
legal owner or has an interest, other than a Permitted Encumbrance or save as provided for
in the Obligor Security Documents (if applicable to it);
• not to make or permit any sale, transfer, lease, parting with possession, sharing of occupation
or other disposal whatsoever other than by way of a Permitted Disposal or an Occupational
Lease that is a Permitted Occupational Lease without the prior written consent of the
Borrower Security Trustee;
• not to terminate any Occupational Lease or consent to or permit an amendment, assignment,
assignation or surrender of an Occupational Lease, save to the extent such Occupational Lease
imposes an obligation not to unreasonably withhold consent to the same or, if assigned, save to the
extent that the relevant Occupational Lease would (upon and following such assignment) be such
as should satisfy the requirements for new Occupational Leases under the relevant Commercial
Mortgage Loan Agreement provided that each Borrower will be permitted within any 12 month
period to permit the surrender of Occupational Leases up to an aggregate Estimated Rental Value
of 5 per cent. of the total Estimated Rental Value of all the Secured Properties belonging to the
relevant Borrower as at the Closing Date. Where an Occupational Lease is so surrendered and a
replacement Occupational Lease with an Occupational Tenant of similar quality to the original
Occupational Tenant is entered into contemporaneously with such surrender by the Borrower in
respect of the whole of the affected Secured Property, such surrendered Occupational Lease shall
not count towards such 5 per cent. limit if such replacement Occupational Lease, inter alia, (i) is
on substantially the same terms as the original Occupational Lease (in particular as to term and
type of lease), and (ii) does not reduce the aggregate Gross Rental Income receivable in respect
of the Secured Properties belonging to the relevant Borrower;
• not to enter into any contract, transaction or other arrangement, save as permitted by the
Transaction Documents;
• not to incur any additional financial indebtedness unless such indebtedness is in accordance
with the terms of the Transaction Documents; and
• not to employ any person or persons or set up a pension fund in respect of any such person
or persons.
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