Notice of request for written consent of noteholders - Hospitality Property Fund Hospitality Property Fund Limited (Incorporated in the Republic of South Africa) (Registration No. 2009/016487/06) Company code: HPAI (“Hospitality”) NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS 1. This notice of request for consent (this Consent Request) is delivered by the Issuer to each holder of Notes (the Noteholders) issued under the Hospitality Property Fund Limited ZAR2,000,000,000 Domestic Medium Term Note Programme (the Programme) established pursuant to a programme memorandum dated 28 March 2013 (the Programme Memorandum) in accordance with Condition 19 (Notices) of the section headed “Terms and Conditions of the Notes” in the Programme Memorandum (the Terms and Conditions) for purposes of obtaining the Noteholders’ written consent to amend and restate the Terms and Conditions as required in terms of Condition 20 (Amendment of these Conditions) of the Terms and Conditions. 2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the Terms and Conditions and/or the Amended and Restated Common Terms Agreement date on or about 12 April 2013 between various parties including GMG Trustee Company (SA) Proprietary Limited (as Noteholder Trustee) for the benefit of the holders (the First Ranking Noteholders) of the ZAR150,000,000 Senior Secured Floating Rate Notes due 17 April 2016 (HPF01) (the First Ranking Notes) (the Common Terms Agreement). 3. The Issuer seeks the First Ranking Noteholders written consent in accordance with Condition 20.3 (Amendment of these Conditions) of the Terms and Conditions to: 3.1 waive the requirement that the First Ranking Noteholders be given at least 21 (twenty-one) Days written notice in terms of Condition 21.4.1 (Meeting of Noteholders – Notice of meeting) of the Terms and Conditions before the Issuer can request that the First Ranking Noteholders provide their consent to the proposed amendments set out in paragraphs 4 to 5 of this Consent Request below; 3.2 agree that the First Ranking Noteholders can provide their Consent Notice (as defined below) within 10 Days of deemed receipt of this Consent Request. 4. The Issuer hereby, pursuant to the provisions of Condition 20.3 (Amendment of these Conditions) of the Terms and Conditions, requests that the First Ranking Noteholders consent to the following amendments to the terms of the Amended and Restated Intercreditor Agreement (the Intercreditor Agreement) entered into on or about 12 April 2013 between various parties including the Noteholder Trustee for the benefit of the First Ranking Noteholders of the First Ranking Notes, which forms part of the security arrangements as described in Appendix “A” to the Applicable Pricing Supplement dated 12 April 2013 in relation to the First Ranking Notes, namely: 4.1 the insertion of the following before the words “the Absa Facility Lender:” at clause 5.2.2: “Save with the written consent of the Voting Secured Creditors pursuant to clause 6.1; provided that the consent of any Noteholder Trustee which is a Voting Secured Creditor shall not be required if the Borrower has delivered an Auditors’ Confirmation confirming compliance with the LTV Ratio and the ‘Interest Cover Ratio’ (as such term is defined in the Note Documents) to the Security Agent and the Voting Secured Creditors dated no earlier than 30 days prior to the last date of the written consent of the remaining Voting Secured Creditors”; 4.2 the insertion of the following before the words “the Nedbank Facility Lender:” at clause 5.2.3: “Save with the written consent of the Voting Secured Creditors pursuant to clause 6.1, provided that the consent of any Noteholder Trustee which is a Voting Secured Creditor shall not be required if the Borrower has delivered an Auditors’ Confirmation confirming compliance with the LTV Ratio and the ‘Interest Cover Ratio’ (as such term is defined in the Note Documents) to the Security Agent and Voting Secured Creditors dated no earlier than 30 days prior to the last date of the written consent of the remaining Voting Secured Creditors”; 4.3 the deletion of the figures “66.66%” in clause 6.1.2 and the replacement therewith the figures “75%”; 4.4 Schedule 1 is amended by replacing the full stop at the end of paragraph 8 with a semi colon, adding the word "and" immediately thereafter and adding the following paragraph 9 to Schedule 1: "any consent required to be given in accordance with clause 5.2.2 and/or 5.2.3 and/or 5.2.4 of this Agreement.". by completing the Consent Notice annexed hereto as Schedule 1 and returning same to Strate, copying FirstRand Bank Limited (acting through its Rand Merchant Bank division) and the Issuer in the manner set-out in Schedule 1, by no later than 17:00 on 7 February 2014. 5. The Issuer hereby, pursuant to the provisions of Condition 20.3 (Amendment of these Conditions) of the Terms and Conditions, requests that the First Ranking Noteholders consent to the following amendments to the Common Terms Agreement, which also forms part of the security arrangements as described in Appendix “A” to the Applicable Pricing Supplement dated 12 April 2013 in relation to the First Ranking Notes, namely: 5.1 With effect from the date of signature of this Addendum by the last of the Parties to sign, the definition of "Nedbank Facility Agreement" in clause 2.1.77 of the Amended and Restated Common Terms Agreement is deleted in its entirety and replaced with the following clause 2.1.77: ""Nedbank Facility Agreement" means: (a) the agreements, dated 18 April 2012 and 12 June 2012 entered into between Nedbank Limited and the Borrower in terms of which Nedbank agrees to advance a maximum aggregate capital amount of R300,000,000 (Three Hundred Million Rand) to the Borrower for the purposes of repaying amounts outstanding under the Absa Facility Agreement; and (b) the agreement dated on or about 17 January 2014 entered into between Nedbank Limited and the Borrower in terms of which Nedbank agrees to advance a maximum aggregate capital amount of R50,000,000 (Fifty Million Rand) to the Borrower for the purposes of repaying a portion of the amounts outstanding under the Absa Facility Agreement, each as amended, novated and/or substituted from time to time;". by completing the Consent Notice annexed hereto as Schedule 1 and returning same to Strate, copying FirstRand Bank Limited (acting through its Rand Merchant Bank division) and the Issuer in the manner set-out in Schedule 1, by no later than 17:00 on 7 February 2014. 6. The amended and restated Intercreditor Agreement (the First Amendment to the Amended and Restated Intercreditor Agreement) incorporating the proposed amendments as contemplated in this Consent Request is available on the Issuer’s website at http://www.hpf.co.za. 7. The amended and restated Common Terms Agreement (the First Addendum to the Amended and Restated Common Terms and Consent Agreement) incorporating the proposed amendments as contemplated in this Consent Request is available on the Issuer’s website at http://www.hpf.co.za. 8. This Notice is being delivered to the JSE in accordance with Condition 20 (Amendment of these Conditions) as read with Condition 19 (Notices) of the Terms and Conditions. 28 January 2014 Debt Sponsor Rand Merchant Bank (A division of FirstRand Bank Limited) Date: 28/01/2014 04:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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