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

amount of: (i) £216,000 as an upfront reserve for capital expenditure; and (ii) £100,000 as an upfront reserve
against environmental costs identified in the Environmental Report. Amounts standing in the Capital
Expenditure Reserve Account are to be used to fund capital expenditure recommended in the Engineering
Report and the Environmental Report. In addition, on or before utilisation of the Libra Whole Loan, the Cash
Reserve Account was funded with an upfront cash reserve of £17,476,993.61 (as at 26 April 2007).
Prepayment: The Borrower is under an obligation to pay prepayment fees in the case of prepayment of the
Libra Whole Loan, in whole or in part. No prepayment fee is payable however in the event of voluntary
prepayment or mandatory prepayment due to: (i) illegality; (ii) the Borrower being required to pay any increased
cost or tax gross up to a lender; or (iii) a disposal of the portfolio of Propco 11 or of Propco 12 which must have
taken place prior to 15 April 2007 (an “Early CH1 Disposal”).
The Borrower may, by giving not less than thirty Loan Business Days’ prior notice to the lenders,
voluntarily prepay the whole or any part of the Libra Whole Loan on the last day of the then current Interest
Period. Any such prepayment of the Libra Whole Loan must be in a minimum amount of £5,000,000 and
integral multiples of £1,000,000.
Any prepayment by the Borrower under the Credit Agreement must be made with accrued interest on the
amount prepaid up to and including the last day of the relevant Loan Interest Accrual Period, together with any
Break Costs and any prepayment fee payable under the Loan Documents in connection with such prepayment.
If the Borrower is under an obligation to pay a prepayment fee, such prepayment fee will be payable as
follows: (a) from (and including) 15 January 2007 to (and including) 15 January 2008 a Yield Maintenance
Premium; and (b) thereafter a Prepayment Charge equal to 0.75 per cent. of the amount prepaid from (but not
including) 15 January 2008 to (but not including) the Loan Maturity Date.
Origination: The “Libra Whole Loan” is a fully-drawn £1,172,000,000 senior term loan which was
extended to the Borrower by the Original Lender pursuant to the Credit Agreement. The Libra Whole Loan
comprises a senior tranche (the “Libra Loan”) having a Cut-Off Date Securitised Loan Principal Balance of
£638,000,000 and six subordinate tranches (each a “Subordinate Tranche” and collectively, the “Subordinate
Debt”) which will not be held by the Issuer, but will instead be held by other lenders, each respectively having a
Cut-Off Date Secured Subordinated Debt Principal Balance of £100,000,000 in the case of the B0-1 Loan,
£198,838,700 in the case of the B0-2 Loan, £54,000,000 in the case of the B1 Loan, £66,000,000 in the case of
the B2 Loan, £63,000,000 in the case of the B3 Loan and £52,161,300 in the case of the B4 Loan.
The Libra Whole Loan was used to refinance the acquisition of the Properties by the Borrower and for
making distributions to the Shareholder.
Disposal of Properties:
No Obligor which owns a Property may dispose of a Property (directly or indirectly through the disposal of
an Obligor), either in a single transaction or in a series of transactions, unless:
(a) upon such disposal the Borrower prepays part of the Libra Whole Loan as follows:
(i) in the case of an Early CH1 Disposal relating to Propco 11 and Propco 12 and their Properties, an
amount equal to the greater of: (A) 100 per cent. of the net proceeds; and (B) the aggregate of
£268,800,000 and all amounts which will fall due under the Loan Documents (including any
termination payments under the Hedging Arrangement) and the PIK Facility Finance Documents
in connection with the prepayment, will be applied in prepayment of the Libra Whole Loan and the
PIK Facility Loan on a pro rata basis and in payment of the amounts due under the Loan
Documents and the PIK Facility Finance Documents;
(ii) in the case of any other disposal (including a disposal which is not an Early CH1 Disposal), an
amount equal to the greater of: (A) 110 per cent. of the Allocated Loan Amount for the relevant
Property if the value of the Properties disposed of (directly or indirectly through the disposal of an
Obligor), when aggregated with the value of all Properties which have been disposed of, does not
exceed 15 per cent. of the value of all the Properties on 15 January 2007); and (B) 115 per cent. of
the Allocated Loan Amount for the relevant Property if paragraph (a)(ii)(A) above does not apply,
will be applied in prepayment of the Libra Whole Loan.
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