OCI Euro Fund I B.V. - Irish Stock Exchange

Investment Management
Fees
Senior Investment
Management Fee:
Subordinated Investment
Management Fee:
Incentive Investment
Management Fee:
Security for the Notes
General:
Non-Euro Obligation and
Asset Swap Transactions:
Currency Hedge
Transactions:
0.15 per cent. per annum of the Aggregate Collateral Balance as
at the beginning of the Due Period immediately preceding each
Payment Date. See the definition of Senior Investment
Management Fee in Condition 1 (Definitions) and "Description of
the Investment Management Agreement — Fees".
0.50 per cent. per annum of the Aggregate Collateral Balance as
at the beginning of the Due Period immediately preceding each
Payment Date. See the definition of Subordinated Investment
Management Fee in Condition 1 (Definitions) and "Description of
the Investment Management Agreement — Fees".
20 per cent. of all amounts payable in respect of the Class F
Subordinated Notes once a 12 per cent. Incentive Investment
Management Fee IRR Threshold has been reached. See the
definition of Incentive Investment Management Fee IRR
Threshold in Condition 1 (Definitions) and "Description of the
Investment Management Agreement — Fees".
The Notes will be secured by security over a portfolio of
Collateral Debt Obligations predominantly consisting of Euro and
non-Euro denominated Senior Loans, High Yield Bonds,
Structured Finance Obligations and Mezzanine Obligations of
various borrowers in Qualifying Countries. The Notes will also
be secured by various of the Issuer’s other rights, including its
rights under certain of the agreements described herein.
The Class P Combination Notes will also be secured in favour of
the Trustee for the benefit of the holders of the Class P
Combination Notes by security over the Class P OAT Strips.
The Issuer expects to have the Class P OAT Strips held in the
Class P OAT Custody Account and to pledge its interest in the
securities held in such account to the Custodian under a Belgian
law pledge ("Class P OAT Strips Pledge Agreement"). The
Custodian will in turn hold the benefit of the pledged assets for
the Trustee who, in accordance with the security constituted
under the Trust Deed, will hold the benefit of such security for
the holders of the Class P Combination Notes.
Other than in circumstances where the Issuer uses Dollar
Denominated Drawings or Sterling Denominated Drawings to
purchase Collateral Debt Obligations denominated in Dollar or
Sterling, respectively, the Issuer may purchase Collateral Debt
Obligations not denominated in Euro which are denominated in
the currency of a Qualifying Country (each, a "Non-Euro
Obligation") provided that an Asset Swap Transaction is
entered into in respect of each Non-Euro Obligation with one or
more Asset Swap Counterparties satisfying the applicable Rating
Requirement under which the currency risk arising from the
receipt of cash flows from the relevant Non-Euro Obligation,
including interest and principal payments (but excluding deferred
interest on Purposely Deferring Obligations) is hedged. See
"The Portfolio — Non-Euro Obligations".
After the Issue Date, the Issuer may from time to time enter any
cross currency and interest rate transaction, currency option,
spot foreign exchange contract, forward foreign exchange
contract and currency swaption (including any option with
respect to any of these transactions and any combination of
these transactions) which is either (i) entered into in accordance
with certain hedging procedures or (ii) to which the Rating
Agencies confirm that the entry into will not adversely affect the
then ratings of the Rated Notes. Each Currency Hedge
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