Untitled - Irish Stock Exchange

THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR OTHER
REGULATORY AUTHORITY, AND NONE OF THE FOREGOING AUTHORITIES HAS CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFERING CIRCULAR. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Interest on the Rated Notes will be payable in U.S. dollars semi-annually on March 12 and September 12 of
each year, commencing on March 12, 2007, or, if any such day is not a Business Day, the next succeeding Business
Day, and at maturity (a "Payment Date"). The Income Notes will not receive interest at a stated rate. Any
payments on the Income Notes, if and when made by the Issuer, with payment at the sole discretion of the
Investment Manager (and amounts unpaid accruing in favor of the Holder of the Income Notes), will be made on a
Payment Date, subject to, and in accordance with, the terms of the Indenture. The Rated Notes will mature, and the
Income Notes will be entitled to receive final distribution as principal payment in full, on September 12, 2016,
unless redeemed or repaid prior thereto.
The Issuers will also enter into a credit agreement (the "Credit Agreement") which will provide for a
multi-currency, senior secured revolving credit facility (the "Senior Facility") pursuant to which the Issuers may
borrow up to $217.1 million, as described herein. The Senior Facility will rank pari passu with the Issuer's
obligations to the counterparties under any Secured Hedging Transactions, which are also secured by the Collateral.
The Subordinated Indebtedness is subordinated in right of payment to amounts owed in respect of any Secured
Hedging Transactions and the Senior Facility (collectively, the "Senior Indebtedness"). The Class B Notes are
subordinated to the Senior Indebtedness, the Class C Notes are subordinated to the Senior Indebtedness and the
Class B Notes, the Class D Notes are subordinated to the Senior Indebtedness, the Class B Notes and the Class C
Notes, the Class E Notes are subordinated to the Senior Indebtedness, the Class B Notes, the Class C Notes and the
Class D Notes and the Income Notes are subordinated to the Senior Indebtedness, the Class B Notes, the Class C
Notes, the Class D Notes and the Class E Notes, in each case, with respect to the payment of principal, premium (if
applicable) and interest or, in the case of the Income Notes, any distribution as provided in the Indenture, the Credit
Agreement and the Pledge and Intercreditor Agreement.
The Rated Notes will be subject to redemption by the Issuers at the direction of the Investment Manager, in
whole or in part, on any Business Day, at the redemption prices set forth herein, plus accrued interest to the
Redemption Date; provided, that (except as described herein) the Class B Notes may not be redeemed until the
Senior Indebtedness has been paid in full, the Class C Notes may not be redeemed until the Senior Indebtedness and
the Class B Notes have been paid in full, the Class D Notes may not be redeemed until the Senior Indebtedness, the
Class B Notes and the Class C Notes have been paid in full, and the Class E Notes may not be redeemed until the
Senior Indebtedness, the Class B Notes, the Class C Notes and the Class D Notes have been paid in full. See
"Description of the Notes—Redemption and Purchase—Optional Redemption."
In the event of a redemption of all of the Rated Notes, the Issuer may redeem the Income Notes, in whole
or in part, on any day on or after payment in full of interest on and principal of each Class of Rated Notes (in
connection with an optional redemption of the Rated Notes or otherwise) and payment of, or establishment of a
reasonable reserve (as determined by the Investment Manager) for, all other amounts payable by the Issuer, at the
written direction of the Investment Manager. Under no circumstances will Income Noteholders have a right to cause
the Issuer to redeem the Income Notes. See "Description of the Notes—Redemption and Purchase—Optional
Redemption."
The Notes and the Senior Facility (as well as any Secured Hedging Transactions) will be secured by an
investment portfolio owned by the Issuer consisting of Bank Loans, High Yield Debt, Mezzanine Investments and
Special Situations and certain other assets. The security interest granted for the benefit of the Holders of the Class B
Notes will be subordinated to the security interest granted with respect to the Senior Indebtedness. The security
interest granted for the benefit of the Holders of the Class C Notes will be subordinated to the security interest
granted with respect to the Senior Indebtedness and the Class B Notes. The security interest granted for the benefit