Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange

Certain Terms of the Libra Whole Loan
General: The Libra Whole Loan is documented in a senior term loan facility agreement dated 15 January
2007 (the “Credit Agreement”) which is governed by English law. The obligations of the Borrower under the
Libra Whole Loan are guaranteed by 37 companies in the Borrower Group, 15 of which are Property Owners.
Each Guarantor is jointly and severally liable as a guarantor for all Borrower obligations under the Credit
Agreement.
Interest and Repayments: The rate of interest payable on the Libra Whole Loan for each relevant Interest
Accrual Period is the percentage rate per annum which is the aggregate of 1.5000 per cent. per annum, Loan
LIBOR and mandatory costs, if any. The rate of interest payable on the Libra Loan for each relevant Loan
Interest Accrual Period is the percentage rate per annum which is the aggregate of 0.9627 per cent., Loan
LIBOR and mandatory costs, if any. Accrued interest is payable quarterly on 15 th January, 15 th April, 15 th July
and 15 th October in each year and on the Loan Maturity Date. If, however, any such day is not a Business Day,
accrued interest will be payable on the next Loan Business Day in that calendar month (if there is one) or the
preceding Loan Business Day (if there is not).
The Borrower must repay the Libra Whole Loan in full, on or by 15 January 2009, subject to exercise of an
option contained in the Credit Agreement to extend the maturity date of the Libra Whole Loan; the maturity date
of the Libra Whole Loan may be extended to 15 January 2010, provided that (i) no Loan Event of Default is
outstanding on 15 January 2009; and (ii) the final maturity date under the PIK Facility Loan Agreement is also
being extended to 15 January 2010.
Cash Management: Rental income paid in relation to 297 Properties owned by the Property Owners must
be paid into the Rent Account charged to the finance parties and in respect of which the Security Agent has sole
signing rights. The Security Agent is authorised to make withdrawals from the Rent Account on each Due Date
in payment of the following amounts, in the following order: (i) any unpaid costs and expenses of the Security
Agent due but unpaid under the Loan Documents; (ii) any unpaid amount due to the Swap Provider as a result of
termination under the Hedging Arrangement; (iii) any payment (not being a payment as a result of termination)
due but unpaid to the Swap Provider under the Hedging Arrangement; (iv) any break costs due but unpaid under
the Loan Documents; (v) the fees of the Managing Agent as provided for in the Credit Agreement; (vi) any
accrued interest due but unpaid under the Credit Agreement; and (vii) any surplus in or towards repayment of
the Libra Whole Loan. On or before utilisation of the Libra Whole Loan, an upfront reserve of £17,476,993.61
(as at 26 April 2007) was deposited into the Cash Reserve Account, to be applied should there be a shortfall in
the Rent Account, for the purpose of paying amounts due to be paid from the Rent Account. Amounts on
deposit in the Cash Reserve Account will be taken into account in the calculation of the Libra Whole Loan U/W
ICR and the Libra Whole Loan U/W DSCR.
If the Security Agent receives payments which are insufficient to discharge all the amounts then due and
payable by the Borrower under the Loan Documents, it must apply such payments in the following order: (i)
towards payment pro rata of any unpaid fees, costs and expenses of the Security Agent under the Loan
Documents; (ii) towards payment of any unpaid amount due to the Swap Provider as a result of termination
under the Hedging Arrangement; (iii) towards payment of any periodic payments (not being a payment as a
result of termination) due but unpaid to the Swap Provider under the Hedging Arrangement; (iv) towards
payment pro rata of any break costs due but unpaid under the Loan Documents; (v) towards payment pro rata
of accrued interest due but unpaid under the Credit Agreement; (vi) towards payment pro rata of any principal
payment due but unpaid under the Credit Agreement; (vii) towards payment pro rata of payments due but
unpaid to the Swap Provider as a result of termination or closing out arising from: an event of default relating to
the Swap Provider; and (viii) in or towards payment pro rata of any other sum due but unpaid under the Loan
Documents.
In addition to the Rent Account, the General Account, the Deposit Account, the Capital Expenditure
Reserve Account and the Cash Reserve Account are accounts held in the name of the Borrower pursuant to the
Credit Agreement. Any amount which under the Credit Agreement is not specifically required to be paid into
any other Account, is paid into the General Account in relation to which the Borrower has signing rights and
from which the Borrower may withdraw amounts as long as no Default is outstanding. Any amounts the
Borrower is required to prepay under the Credit Agreement will need to be paid into the Deposit Account from
which Account the Security Agent will on the relevant Due Date withdraw any amounts for application in
voluntary or mandatory prepayment of the Libra Loan in accordance with the terms of the Credit Agreement.
On or before utilisation of the Libra Whole Loan, the Capital Expenditure Reserve Account was funded with the
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