18.02.2014 Views

Untitled - Irish Stock Exchange

Untitled - Irish Stock Exchange

Untitled - Irish Stock Exchange

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

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 />

50

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!