LCP Proudreed PLC - Irish Stock Exchange

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• 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that the rating of the existing Notes will not be downgraded, placed on ‘‘credit watch’’ with negative implications or withdrawn as a result of the proposed Development, provided that the requirements set out in (b) will not apply to any proposed Minor Development in respect of a damaged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. 65
Loan Events of Default Each Commercial Mortgage Loan Agreement will contain events (each, a ‘‘Loan Event of Default’’) that may lead to a default and acceleration of any amounts outstanding under that Commercial Mortgage Loan Agreement (but not the other Commercial Mortgage Loan Agreement) as follows: (a) any Obligor fails to pay on the due date any amount payable pursuant to the Transaction Documents unless its failure to pay is caused by an administrative or technical error and payment is made within three Business Days of its due date (or in the case of interest, costs and expenses only) payment is made within five Business Days of its due date; (b) any Obligor fails to comply with any of the obligations applicable to it under the Transaction Documents (other than those referred to in (a) above and those relating to its LTV Ratio) and such non compliance, if capable of remedy, is not remedied promptly and in any event within 10 Business Days of the earlier of (i) the date on which the relevant Obligor ought reasonably to have been aware of its failure to comply with such obligation and (ii) the date it was notified of its failure to comply with such obligation; (c) any representation, warranty or statement made or deemed to be made by an Obligor in the Transaction Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Transaction Document is or shall prove to have been incorrect or misleading in any respect when made or deemed to be made; (d) (i) any Financial Indebtedness of the relevant Borrower is not paid when due nor within any originally applicable grace period and the obligation to pay is not being disputed in good faith; (ii) any Financial Indebtedness of the relevant Borrower or, in the case of the Commercial Mortgage Loan to LCP Real Estate only, London and Cambridge Properties Limited is declared to be or otherwise becomes due and payable or is placed on demand prior to its specified maturity as a result of an event of default (however described); (iii) any commitment for any Financial Indebtedness of the relevant Borrower is cancelled or suspended by a creditor of the relevant Borrower as a result of an event of default (however described unless such commitment has been repudiated by the relevant creditor); (iv) any creditor of any of the relevant Borrower or, in the case of the Commercial Mortgage Loan to LCP Real Estate only, London and Cambridge Properties Limited becomes entitled to declare any Financial Indebtedness of such entities due and payable prior to its specified maturity as a result of an event of default (however described); (v) an event of default howsoever described occurs under any documents relating to Financial Indebtedness of the relevant Borrower unless that Financial Indebtedness is discharged or that event of default is cured or remedied within any originally applicable grace period; (vi) paragraphs (i) to (v) above shall not apply except in respect of any Financial Indebtedness which in aggregate is equal to or in excess of £100,000 in respect of the relevant Borrower and £500,000 in respect of London and Cambridge Properties Limited; (vii) any Encumbrance securing Financial Indebtedness of the relevant Borrower over an asset of the relevant Borrower becomes enforceable and is enforced or steps are taken to enforce the same; (e) (i) an Obligor is unable or admits inability to pay its debts as they fall due or is deemed to be insolvent, suspends making payments on any of its debts, or commences negotiations with one or more of its creditors with a view to rescheduling or readjusting any of its indebtedness (other than a solvent reorganisation or a reorganisation which has been recommended by the Obligor’s advisers and which is approved by the Borrower Security Trustee); (ii) the value of the assets of any of the Obligors is less than its liabilities (taking into account contingent and prospective liabilities at such time as they fall due and also taking into account any indemnity express or implied, which the relevant Obligor has the benefit of in respect of such liabilities); (iii) a moratorium is declared in respect of any indebtedness of an Obligor; 66
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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
Page 12 and 13:
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
Page 20 and 21: Property Name Property Address Type
Page 22 and 23: Property Number 2 Property Name Arc
Page 24 and 25: Property Number 6 Property Name Adw
Page 26 and 27: Property Number 10 Property Name Sh
Page 28 and 29: 7. Property Size The figures cited
Page 30 and 31: Property Number 2 Property Name Alp
Page 32 and 33: 3. Tenant Concentration (Top 10 Ten
Page 34 and 35: 8. Sectoral Weightings: (Industrial
Page 36 and 37: Interest Payment Date falling in Fe
Page 38 and 39: RISK FACTORS The following is a sum
Page 40 and 41: available to be applied by the Issu
Page 42 and 43: maturity of the Notes, enforcement
Page 44 and 45: emoval, rebuilding, reinstating and
Page 46 and 47: assurance that a Borrower will exer
Page 48 and 49: which is intended to ensure that th
Page 50 and 51: egulations will not occur in the fu
Page 52 and 53: landlord to forfeit the Headlease i
Page 54 and 55: 3. Legal and regulatory considerati
Page 56 and 57: A company is eligible for a morator
Page 58 and 59: displayed and (c) applicable provis
Page 60 and 61: Withholding tax in respect of the C
Page 62 and 63: SUMMARY OF PRINCIPAL DOCUMENTS Belo
Page 64 and 65: on the two Loan Calculation Dates i
Page 66 and 67: substantially as it has been conduc
Page 68 and 69: A breach of a Financial Covenant ma
Page 72 and 73: (f) (g) (h) (i) (j) (k) (l) (m) (n)
Page 74 and 75: (vi) in the case of Same-Day Substi
Page 76 and 77: of the Approved Valuer) structural
Page 78 and 79: (a) a certificate is provided by th
Page 80 and 81: Floating charges held by the Borrow
Page 82 and 83: Each Accountholder will pay to each
Page 84 and 85: (D) details of any steps being take
Page 86 and 87: (iii) to provide collateral to secu
Page 88 and 89: in the prepayment of the Commercial
Page 90 and 91: a view to achieving a reasonable re
Page 92 and 93: Where amounts are to be provided fo
Page 94 and 95: (a) first, in or towards satisfacti
Page 96 and 97: (d) fourth, in or towards satisfact
Page 98 and 99: 5. The Hedging Agreements For a fur
Page 100 and 101: VALUATION REPORTS London & Cambridg
Page 102 and 103: 4.0 VALUATION ASSUMPTIONS 4.1 SOURC
Page 104 and 105: APPENDIX 1 Ref No Property Descript
Page 106 and 107: Ref No Property Description & Tenur
Page 114 and 115: APPENDIX 2 Properties Requiring Mea
Page 116 and 117: 295 SWINTON, Swinton Hall Industria
Page 118 and 119: 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
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THE BORROWERS L.C.P. Real Estate Li
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Name Business Address Other Princip
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The accompanying notes are an integ
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Proudreed Real Estate Limited Intro
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Independent Auditors’ Report to t
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5. Reconciliation of Shareholders
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THE HEDGING PROVIDERS AND THE LIQUI
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1. DEFINITIONS AND PRINCIPLES OF CO
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‘‘Definitive Note’’ means i
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(ii) the making of an administratio
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the Issuer Account Bank and Cash Ma
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(ii) in relation to any Definitive
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‘‘Principal Paying Agent’’
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General Interpretation (b) In these
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Form of Definitive Notes (f) Defini
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Default), the Cash Manager shall on
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(ii) (iii) (iv) (v) that such amoun
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Separateness (k) permit or consent
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(i) determine the Rate of Interest
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(iii) (iv) Agreement or such other
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insufficient after payment of all o
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Change in Currency (k) (i) If at an
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11. ENFORCEMENT (a) (b) At any time
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Separate meetings of different Clas
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Removal and Replacement of Note Tru
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Although a Meeting of Noteholders c
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FORM OF THE NOTES General The Notes
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purposes as realising profits, gain
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In addition, until 40 days after th
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(b) the Valuation Reports; (c) the
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(c) in the case of shares, such for
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Class A Notes means the Original Cl
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Environment means all or any of the
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Further Class C Notes has the meani
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(ii) any fees and expenses payable
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Investor Presentation Materials mea
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to prime banks in the London inter-
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provided that, in determining wheth
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Obligor Transaction Documents means
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provided that for each of the follo
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Preliminary Offering Circular means
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Period, the Reference Amount will b
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Tax Deeds of Covenant means the two
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Capital Printing Systems (UK) Limit
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LCP Proudreed PLC - Irish Stock Exchange

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