Untitled - Irish Stock Exchange
Untitled - Irish Stock Exchange
Untitled - Irish Stock Exchange
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percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of<br />
a percentage point.<br />
With respect to the first Interest Accrual Period, LIBOR shall be determined by interpolating linearly<br />
between two rates calculated in accordance with clauses (i) and (ii) above, one of which shall be determined as if the<br />
maturity of the Dollar deposits referred to therein were the period of time for which rates are available next shorter<br />
than such Interest Accrual Period and the other of which shall be determined as if the maturity were the period of<br />
time for which rates are available next longer than such Interest Accrual Period.<br />
As used herein:<br />
"Base Rate" means a fluctuating rate of interest determined by the Trustee as being the rate of interest most<br />
recently announced by the Base Rate Reference Bank at its New York office as its base rate, prime rate, reference<br />
rate or similar rate for U.S. dollar loans. The Base Rate is not necessarily intended to be the lowest rate of interest<br />
offered by the Base Rate Reference Bank in connection with extensions of credit. Changes in the Base Rate will<br />
take effect simultaneously with each change in the underlying rate.<br />
"Base Rate Reference Bank" means JPMorgan Chase Bank, National Association, or if such bank ceases<br />
to exist or is not quoting a base rate, prime rate or reference rate, such other major money center commercial bank in<br />
New York City as is selected by the Trustee.<br />
"Reference Banks" means four major banks in the London interbank market selected by the Trustee.<br />
"Telerate Page 3750" means the display page currently so designated on the Bridge Telerate Market<br />
Report (or such other page as may replace such page on such service for the purpose of displaying comparable rates).<br />
Distributions on Income Notes<br />
Distributions: The Income Notes will not bear a fixed rate of interest, but will be entitled to receive interest<br />
which will be paid at the sole discretion of the Investment Manager (and which if not paid, as so determined by the<br />
Investment Manager, will continue to be due to the Income Noteholder until it is actually paid), subject to, and in<br />
accordance with, the terms of the Indenture, as described below. Any interest on the Income Notes, if and when<br />
paid by the Issuer, will be payable in U.S. dollars on each Payment Date commencing on March 12, 2007, and at<br />
maturity.<br />
Interest shall accrue on and be paid on the Income Notes as more particularly described in this paragraph.<br />
Commencing with the second Payment Date, the Issuer expects to make semi-annual cash payments, being interest<br />
which will be payable rateably to the Noteholders of the Income Notes, of all of the Issuer's cumulative net income<br />
less $5,000 from investment activities (net of the amounts for debt service, the Management Fees, amortized debt<br />
issuance costs, and other amounts withheld by the Issuer for expenses of the Issuer or Other Investment Vehicles or<br />
in accordance with the Credit Agreement or the Indenture) subject to, and in accordance with, the terms of the<br />
Indenture (including the "Restricted Payments" covenant). For this purpose, cumulative net income will include all<br />
interest income, dividends and realized and unrealized capital gains and losses. To the extent such payments are not<br />
then made to the Noteholders of the Income Notes due to the Restricted Payments Test, or for any other reason, such<br />
amounts will continue to accrue (without interest) and to be due to the Noteholders of the Income Notes until<br />
actually paid. Amounts not paid, pending payment, may be reinvested in Fund Investments. Such semi-annual cash<br />
payments will be generally based upon asset values as determined by the Investment Manager in accordance with<br />
the transaction documents on the last Business Day of the Interest Accrual Period and will be made ratably to the<br />
Income Noteholders.<br />
While the Issuer will use its best efforts to make payments to Holders of Income Notes in cash, it is<br />
permitted to make distributions in kind on a pro rata basis to all Holders of Income Notes. In the event that<br />
payments to Holders of Income Notes are made in property other than cash, the amount of any such payment shall<br />
be accounted for at the fair market value of such property as determined by the Investment Manager.<br />
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