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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 />

51

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