2.45.4  Refinancing gain

There will be a Refinancing Gain if a relevant Refinancing results in A - B being greater than zero, where:

•  A = the present value of the Distributions to Equity Investors projected looking forward to reflect the terms of the proposed Refinancing; and

•  B = the present value of the Distributions to Equity Investors projected looking forward without taking into account the terms of the proposed Refinancing.

The projected Distributions to Equity Investors are determined using the then current Financial Model, which in the case of 'A' reflects the terms of the proposed Refinancing. The calculation of the present values of the Distributions is achieved by using the Equity IRR to discount the forward projections. The Equity IRR is calculated using the Financial Close Financial Model (not the Financial Model as it may have been updated after Financial Close).