Untitled - Irish Stock Exchange
Untitled - Irish Stock Exchange
Untitled - Irish Stock Exchange
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Indebtedness, the Class B Notes, the Class C Notes or the Class D Notes, a failure (without giving effect to the grace<br />
period) to be in compliance with the Over-Collateralization Test or any other event of default under the Credit<br />
Agreement or the Indenture. Any blocked interest will be added to the Outstanding Principal Amount of the Class E<br />
Notes and thereafter interest will accrue on the Outstanding Principal Amount of the Class E Notes as so increased.<br />
Such blocked interest amounts added to principal will in no event be entitled to the benefits of any Make-Whole<br />
Premium, will be repaid prior to the repayment of any other principal on the Class E Notes to which it was added<br />
and will be repaid (unless otherwise prohibited by the Credit Agreement, the Indenture or the Pledge and<br />
Intercreditor Agreement) as directed by the Investment Manager.<br />
Payments on the Income Notes on any Payment Date will be subject to the "Restricted Payments" covenant<br />
set forth in the Indenture. See "—Certain Covenants—Limitations on Restricted Payments."<br />
To the extent lawful and enforceable, interest on any Defaulted Interest on the Rated Notes will accrue at<br />
the interest rate applicable to such Notes plus 2.00% per annum, until paid as provided herein. "Defaulted Interest"<br />
means any interest due and payable in respect of any Rated Note which is not punctually paid or duly provided for<br />
on the applicable Payment Date, excluding any blocked interest added to the Outstanding Principal Amount of the<br />
Subordinated Indebtedness.<br />
The interest rate payable on any Class B Note, Class C Note, Class D Note or Class E Note with respect to<br />
the period from (and including) the date of issuance of any such Note to but excluding the first Payment Date<br />
applicable to such Note after issuance, and each successive six-month period, from and including each Payment<br />
Date applicable to such Note to but excluding the following Payment Date applicable to such Note (each, an<br />
"Interest Accrual Period"), will be equal to the applicable LIBOR for U.S. dollar deposits plus 0.40%, in the case<br />
of the Class B Notes, 0.70%, in the case of the Class C Notes, 1.60%, in the case of the Class D Notes or 4.00%, in<br />
the case of the Class E Notes, per annum (each such rate, a "Note Interest Rate").<br />
The Issuers will appoint the Trustee to calculate the Note Interest Rate. "LIBOR" shall be determined by<br />
the Trustee in accordance with the following provisions:<br />
(i) LIBOR for any Interest Accrual Period shall equal the rate, as determined by the Trustee, for U.S.<br />
dollar deposits for the relevant term (i.e., a six-month term; provided, that, in the case of the initial Interest<br />
Accrual Period, an interpolated rate calculated as specified below) which appears on the Telerate Page<br />
3750 as of 11:00 a.m. (London time) on the applicable LIBOR Determination Date (as defined below), as<br />
reported by Bloomberg Financial Markets Commodities News. "LIBOR Determination Date" means,<br />
with respect to any Interest Accrual Period, the second Business Day prior to the first day of such Interest<br />
Accrual Period.<br />
(ii) If, on any LIBOR Determination Date, such rate does not appear on the Telerate Page 3750, the<br />
Trustee shall determine the arithmetic mean of the offered quotations of the Reference Banks (as defined<br />
below) to prime banks in the London interbank market for U.S. dollar deposits for the relevant term by<br />
reference to requests for quotations as of approximately 11:00 a.m. (London time) on such LIBOR<br />
Determination Date made by the Trustee to the Reference Banks. If, on any LIBOR Determination Date, at<br />
least two of the Reference Banks provide such quotations, LIBOR shall equal such arithmetic mean. If, on<br />
any LIBOR Determination Date, only one or none of the Reference Banks provide such quotations, LIBOR<br />
shall be deemed to be the arithmetic mean of the offered quotations that the leading banks in New York<br />
City selected by the Trustee (after consultation with the Issuer) are quoting on the relevant LIBOR<br />
Determination Date for U.S. dollar deposits for the relevant term, to the principal London offices of leading<br />
banks in the London interbank market.<br />
(iii) If the Trustee is required but is unable to determine a rate in accordance with at least one of the<br />
procedures provided above, LIBOR with respect to such Interest Accrual Period shall be the arithmetic<br />
mean of the Base Rate (as defined below) for each day during such Interest Accrual Period.<br />
For the purposes of clause (ii) above, all percentages resulting from such calculations shall be rounded, if<br />
necessary, to the nearest one thirty-second of a percentage point and, for purposes of clause (iii) above, all<br />
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