FORM OF LOAN AUTHORIZATION AGREEMENT
EXHIBIT G
LOAN AUTHORIZATION
AGREEMENT
MULTI
-STRATEGY
HEDGE
OPPORTUNITIES
LLC, a Delaware
limited liability company (“Borrower”) has applied for, and
▇▇▇▇▇▇ Trust and Savings Bank, Chicago, Illinois (“Bank”),
has approved the establishment of, a loan account (“Loan Account”)
from which the Borrower may from time to time request loans in the aggregate
amount of credit shown below (the “Maximum Credit”). This Agreement,
and the Loan Account established hereunder, represents an uncommitted credit
facility, and each Loan (as hereinafter defined) is made available to the Borrower
subject to the Bank’s approval on a loan-by-loan basis as and when such
Loan is requested by the Borrower. Interest on such loans shall be computed
at a variable rate which may change daily as set in Section 2 herein. The Borrower
may make principal payments at any time and in any amount, upon prior written
or telephonic notice prior to 3:00 p.m. Chicago time to the Bank. The request
by the Borrower for, and the making by the Bank of, any loan against the Loan
Account shall constitute an agreement between the Borrower and the Bank as follows:
| Type of
Loan Account: |
|X| |
Revolving,
which means as principal is repaid, the Borrower may reborrow subject to
this Agreement. |
|
|
|_| |
Multiple
Advances, which means that the Borrower may not reborrow any amounts that
have been repaid but may still borrow the difference between the Maximum
Credit and the principal amounts of prior borrowings. |
| Amount of
Maximum Credit: |
The aggregate
outstanding principal amount of all Loans hereunder shall not at any time
exceed the lesser of (i) $50,000,000 and (ii) the Loan Formula as then determined
and computed. |
| Each Loan
Requested Shall Be At Least: |
$500,000
OR; or such greater amount in either case which is an integral multiple
of $25,000. |
| Interest
Rate: |
The Loans
will bear interest as set forth in paragraph no. 2 below. |
| Maturity
Date: |
The Loan
Account terminates, and Loans are payable, ON DEMAND. |
| Periodic
Statements reflecting accrued interest will be sent and interest will be
payable monthly. |
| Payments
shall be due at the Bank’s principal office in Chicago, Illinois, paid
to the order of the Bank, and made by: |
|
|_| Debit to ▇▇▇▇▇▇ Account #______________; |X| By Check
or Wire |
| 1. |
Using
the Account. All loans and advances from the Loan Account are referred to in
this Agreement as “Loans.” Loan requests shall be sent to the Borrower’s
▇▇▇▇▇▇ Account Officer, via a Borrowing Notice, in the form of Exhibit A
attached hereto. Such notice shall be given on a Business Day and must be
received by the Bank prior to 3:00 p.m. Chicago time on the date any requested
Loan is to be made. Loan proceeds shall be credited as directed by a Master
Letter of Direction, of even date herewith or as it may be amended hereafter,
from the Borrower. The amount of each Loan requested shall be at
least the minimum amount shown above, and the Bank shall have the
right to refuse to honor any Loan requested by the Borrower which is
less than that minimum amount, even if the Bank has previously
honored a Loan request for less than the minimum amount. The Borrower
shall not request any Loan which, when taken together with Loans then
outstanding, would exceed the Maximum Credit. |
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All
Loans shall be made against and evidenced by the Borrower’s promissory note
payable to the order of the Bank in the principal amount of $50,000,000, such
note to be in the form of Exhibit B attached hereto (the “Note”). The Bank
agrees that, notwithstanding the principal amount of the Note stated on its
face, the Note shall evidence only the actual unpaid principal balance of
Loans made under the Loan Account. The Borrower agrees that in any action or
proceeding instituted to collect or enforce collection of the Note,
the amount shown as owing the Bank on its records shall be prima
facie evidence of the unpaid balance of principal and interest on
the Note. |
| 2. |
Interest.
The outstanding principal balance of the Loans shall bear interest (which the
Borrower hereby promise to pay) at the Borrower’s option, at a rate of
interest per annum equal to (i) the Base Rate minus 1% OR (ii) the sum of the
Federal Funds Effective Rate for each day that such Loans remain outstanding
plus 1.75%, provided that if the Loans or any part thereof are not paid when
due (whether by demand or otherwise), the overdue portion of such Loans
shall bear interest, whether before or after judgment, until payment
in full thereof at the rate per annum determined by adding 2.0% to
the interest rate which would otherwise be applicable thereto.
Pursuant to Borrower’s receipt of a monthly statement, prepared by
the Bank, interest on the Loans shall be payable monthly in arrears
on the last day of each month in each year (commencing on February
28, 2005), and interest shall also be due and payable upon demand.
Interest on the Loans shall be computed on the basis of a year of
365 days for the actual number of days elapsed. The interest rate
payable under this Agreement shall be subject, however, to the
limitation that such interest rate shall never exceed the highest
rate which the Borrower may contract to pay under applicable law. |
| 3. |
Definitions.
For purposes of this Agreement, the following terms shall have the following meanings: |
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“Base
Rate” means, for any day, a rate of interest per annum equal to the
higher of (i) the Prime Rate and (ii) the sum of the Federal Funds
Effective Rate for such day plus 1/2 of 1% per annum. |
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“Business
Day” means any day other than a Saturday or Sunday on which the Bank
is not authorized or required to close in Chicago, Illinois. |
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“Federal
Funds Effective Rate” means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions
with member banks of the Federal Reserve System arranged by Federal
funds brokers on such day, as set forth opposite the caption “Federal
Fund (Effective)” in the daily statistical release, or any
successor publication, published by the Federal Reserve Bank
of New York on the Business Day next succeeding such day,
provided that (i) if such day is not a Business Day, the
rate for such day shall be such rate on such transactions on
the immediately preceding Business Day as so published on
the next succeeding Business Day, and (ii) if no such rate
is so published on any such next succeeding Business Day,
the rate for such day shall be the average of the |
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rates
quoted to the Bank by two or more New York or Chicago Federal funds
brokers on such day for such transactions as determined by the Bank. |
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“Fee
Cap” means an amount less than or equal to the Maximum Credit amount,
but in no event less than $20,000,000, determined by the Investment Adviser
and conveyed to the Bank, effective on the 20th day
of each month, by written notice in the form attached as Exhibit D hereto,
through and including the month which includes the first anniversary of
the date herein. Thereafter, the facility fee shall be computed on the average
daily unused portion of the Maximum Credit. |
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“Investment
Adviser” means ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers LLC, or any person
who, at any particular time, serves as an investment adviser to the
Borrower pursuant to an investment advisory agreement. |
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“Net
Asset Value” means, at any time the same is to be determined, an
amount equal to the value of all of the Borrower’s assets minus the
amount of all the Borrower’s liabilities, determined in accordance
with U.S. generally accepted accounting principles, consistently
applied. |
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“Permitted
Liens” means (i) liens and security interests granted from time to
time in favor of the Bank, (ii) any lien or other encumbrance for
taxes, assessments or other governmental charges or levies not yet due
and payable, (iii) any lien or other encumbrance which is imposed by
law, if payment of the obligation secured thereby is not yet due and
payable, (iv) liens of broker-dealers, clearing corporations
and similar liens incurred in the ordinary course of
business, (v) liens created in connection with interest rate
hedging transactions and currency hedging transactions, (vi)
judgment liens in existence less than thirty days after the
entry thereof or with respect to which execution has been
stayed or the payment of which is covered in full (subject to
a customary deductible) by insurance and (vii) other liens
consented to in writing by the Bank. |
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“Prime
Rate” means, for any day, the rate of interest announced or otherwise
established by the Bank from time to time as its prime commercial
rate, as in effect on such day (it being understood and agreed that
such rate may not be the Bank’s best or lowest rate). |
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(a) Loan
Formula. At the time the Borrower requests any Loan, and thereafter
so long as any Loans remain outstanding, the Borrower agrees that the aggregate
principal amount of Loans outstanding from time to time shall not at any
time exceed an amount equal to 331/3%
of the then Net Asset Value during the seven Business Days immediately preceding
and the seven Business Days immediately succeeding the last calendar day
of each month or 20% of the then Net Asset Value at all other times (herein,
the “Loan Formula”). Concurrently with any Loan request,
and, so long as any Loans remain outstanding, within 30 days after the last
day of each quarter, the Borrower shall furnish |
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to
the Bank a Form of Loan Formula Calculation, in the form of Exhibit C attached
hereto, (the “Loan Formula Calculation”), signed by its Investment Adviser. |
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(b)
Paydown. In the event that the aggregate principal amount of Loans outstanding
at any time exceeds the Loan Formula set forth above, the Borrower agrees that
it shall immediately upon demand pay over the amount of the excess to the Bank
as and for a mandatory prepayment on such Loans. |
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(c)
Inspections. Subject to the confidentiality provisions set forth in Section 13
below, the Borrower shall permit the Bank and its agents and representatives to
visit and inspect any of the assets and properties, corporate books, and
financial records of the Borrower at such reasonable times during normal
business hours, upon reasonable advance notice to the Borrower and upon such
reasonable intervals as the Bank may designate. |
| 5. |
Fees.
The
Borrower
agrees
to
pay
to
the
Bank
a
non-refundable
facility
fee
at
the
rate
of
three-eighths
of
one
percent
(0.
375%)
per
annum
(computed
on
the
basis
of
a
year
of
365 days and the actual number of days elapsed) on the average daily
unused portion of the Fee Cap amount. Pursuant to Borrower’s receipt
of a quarterly statement, prepared by the Bank, such fee shall be
payable quarterly in arrears on the last day of each March, June,
September and December in each year (commencing March 31, 2005). |
| 6. |
Payments.
Payments received by the Bank shall be applied first to accrued interest then
due and then to the principal balance of outstanding Loans unless otherwise
directed, provided that after demand all payments received shall be applied in
such order and manner as the Bank shall determine. If any payment from the
Borrower under this Agreement becomes due on a day which is not a Business Day,
such payment shall be made on the next Business Day and any such extension
shall be included in computing interest under this Agreement. |
| 7. |
Representation
and Warranties. In consideration of establishing and maintaining the Loan
Account, the Borrower hereby represents and warrants to the Bank on the
date of this Agreement and on each date a Loan is requested that: (a) the
Borrower is duly organized, validly existing, and in good standing under
the laws of its state of organization; (b) the execution, delivery,
and performance by the Borrower of this Agreement and the Note are
within its powers, have been duly authorized by all necessary action, and do
not contravene the Borrower’s organizational documents (e.g., charter,
articles of incorporation or by-laws, articles of association or
operating agreement, partnership agreement or any similar agreement) or any
law or contractual restriction binding on or affecting the Borrower; (c) no
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the Borrower’s
due execution, deliver, and performance of this Agreement or the Note; (d)
this Agreement is, and the Note when executed and delivered by the Borrower will
be, the Borrower’s legal, valid, and binding obligation enforceable against
the Borrower in accordance with its terms, except as enforceability may be
limited by |
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applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and by equitable
principles (whether enforcement is sought by proceedings in law or equity);
(e) the Borrower is not engaged in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve System),
and no proceeds of the Loans will be used to purchase or carry any margin
stock or to extend credit to others for the purpose of purchasing or
carrying any margin stock, in violation of Regulation U; and (f)
there is no pending or threatened action or proceeding affecting the
Borrower before any court, governmental agency or arbitrator, which
may reasonably be expected to materially adversely affect the
Borrower’s financial condition or operations or which purports to
affect the legality, validity, or enforceability of this Agreement or
the Note. |
| 8. |
Additional
Terms. So long as this Agreement and the Loan Account established hereunder
remain in effect, the Borrower further agrees with the Bank as follows:
|
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(a) |
Additional
Indebtedness. The Borrower will not issue, incur, assume or have
outstanding any indebtedness for borrowed money, guaranty or
otherwise, become liable for any debt or other obligation of any
other person, except for (i) indebtedness from time to time owing to
the Bank (ii) endorsement for collection, deposit or securities
purchase of commercial paper received in the ordinary course, and
(iii) other indebtedness consented to in writing by the
Bank. |
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(b) |
Other
Liens. The Borrower will not pledge, mortgage or otherwise encumber,
or subject to or permit to exist upon or be subjected to any lien,
security interest, charge or encumbrance, any assets or property of
any kind or character at any time owned by Borrower, except for the
Permitted Liens. |
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(c) |
Financial
Information. The Borrower shall maintain a standard system of accounting
in accordance with U.S. generally accepted accounting
principles and shall furnish to Bank and its duly authorized
representatives such information respecting the Borrower’s
financial condition as the Bank may reasonably request;
and without any request, the Borrower shall furnish to Bank: (a) as soon as available,
and in any event within 60 days after the last day of each quarter,
a copy of the Borrower’s unaudited balance sheet as of the last day
of such quarter and the Borrower’s unaudited statement of income for the quarter
and the fiscal year-to-date period then ended, each in
reasonable detail, prepared by the Borrower, or its
designee, in accordance with U.S. generally accepted accounting
principles and certified to by an officer of the Borrower, and (b)
as soon as available, and in any event within 180 days after the last day of each
fiscal year of the Borrower, a copy of the Borrower’s balance
sheet as of the last day of such year and the Borrower’s
statements of income, retained earnings, and cash flows for the
fiscal year then ended, each in reasonable detail, prepared by
the Borrower in accordance with generally accepted accounting principles and
accompanied by an audit report on such financial statements
prepared by the Borrower’s independent public accountants. |
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(d) |
Business
Information. The Borrower shall furnish to Bank and its duly
authorized representatives such information respecting the Borrower’s
business condition as the Bank may reasonably request; and, without
any request, the Borrower shall furnish to Bank: (a) a performance
summary of Borrower’s returns each month, within 30 days after the
last day of each month; (b) as soon as available, and in any
event within 60 days after the last day of each calendar
quarter, a report delineating the investment managers
holding the Borrower’s investments, the Borrower’s
allocations and strategy; (c) promptly after notice thereof
shall have come to the actual knowledge of the Borrower,
written notice of any threatened or pending litigation or
governmental or arbitration proceeding or labor action
against the Borrower which, if adversely determined, would
reasonably be expected to materially and adversely affect
the Borrower’s condition (financial or otherwise) or
operations, and (d) as long as any Loans remain outstanding,
a Loan Formula Calculation, within 30 days after the last
day of each quarter. |
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(e) |
Conditions
Precedent. Prior to the initial advance under this Agreement, the
Bank shall have received from the Investment Adviser, a schedule
delineating the intended initial investment allocations, as of the
date hereof, which will be made to each portfolio fund, detailing the
name of each fund, the approximate amount of the investment and the
corresponding percentage allocation. |
| 9. |
DEMAND
OBLIGATION; ENFORCEMENT. The Borrower shall pay to the Bank the principal
balance of outstanding Loans together with any accrued interest ON DEMAND. The
Bank can demand payment in full of the Loans at any time in its sole
discretion even if the Borrower has complied with all of the terms of this
Agreement. |
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No
delay by the Bank in the exercise of any right or remedy shall operate as a
waiver thereof, and no single or partial exercise by the Bank of any right or
remedy shall preclude any other or further exercise thereof or the exercise of
any other right or remedy. Upon written demand, the Borrower agrees to pay to
the Bank all reasonable documented expenses incurred or paid by the Bank in
connection with the establishment and maintenance of the Loan Account and the
collection of the Loans and any other amounts due under this
Agreement and the enforcement of rights to any collateral security
therefor, including, without limitation, attorneys’ fees and court
costs. The Bank shall, to the extent permitted by applicable law,
have the right at any time to set-off the balance of any deposit
account that the Borrower may at any time maintain with the Bank or
any of its affiliates against any amounts at any time owing under
this Agreement, whether or not the balance of Loans under this
Agreement is then due. |
| 10. |
Termination.
The availability of additional Loans under this Agreement will automatically
terminate ON DEMAND. The Bank reserves the right at any time without notice to
refuse any Loan request even though the Borrower has complied with all of the
terms of this Agreement. The Borrower reserves the right at any time, without
notice, to terminate this Agreement. No termination under this
paragraph shall affect the Bank’s rights or the Borrower’s
obligations regarding payment or default under this Agreement. |
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Such
termination shall not affect the Borrower’s obligation to pay all Loans and the
interest accrued through the date of final payment. The Bank may also elect to
honor Loan requests after termination of this Agreement, and the Borrower
agrees that any such payment by the Bank shall constitute a Loan to Borrower
under this Agreement. |
| 11. |
Notices.
The Bank may rely on instructions from the Borrower with respect to
any matters relating to this Agreement or the Loan Account. Except as otherwise
specified herein, all notices hereunder shall be in writing (including,
without limitation, notice by telecopy) and shall be given to the relevant
party at its address or telecopier number set forth below, or such other
address or telecopier number as such party may hereafter specify by notice
to the other given by United States certified or registered mail, by telecopy
or by other telecommunication device capable of creating a written record
of such notice and its receipt. Notices hereunder shall be addressed:
|
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to the Borrower at:
Multi-Strategy Hedge Opportunities LLC
c/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇ |
|
to the Bank at:
▇▇▇▇▇▇ Trust and Savings Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇ |
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Each
such notice, request or other communication shall be effective (i) if given by
telecopier, when such telecopy is transmitted to the telecopier number
specified in this paragraph and a confirmation of such telecopy has been
received by the sender, (ii) if given by mail, five (5) days after such
communication is deposited in the mail, certified or registered with return
receipt requested, addressed as aforesaid or (iii) if given by any other means
(including, without limitation, via recognized overnight courier), when
delivered at the addresses specified in this paragraph; provided that any
notice given pursuant to paragraph nos. 1, 2 and 5 hereof shall be effective
only upon receipt. The Borrower waives presentment and notice of dishonor.
This Agreement constitutes the entire understanding of the parties
with respect to the subject matter hereof and any prior agreements,
whether written or oral, with respect thereto are superseded hereby.
No amendment or waiver of any provision of this Agreement or the Note,
nor consent to any departure therefrom, shall in any event be
effective unless the same shall be in writing and signed by each of
the parties hereto. If any part of this Agreement is unenforceable,
that will not make any other part unenforceable. This Agreement shall
be governed by the laws of the State of Illinois. |
| 12. |
Authorization.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, (together, the “Authorized
Individuals”), each acting singly, are authorized to act on behalf of the
Borrower to execute and deliver any Borrowing Notice (in the form of Exhibit A
attached hereto), any Loan Formula Calculation (in the form of Exhibit C
attached hereto) and |
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Form
of Fee Cap Notification (in the form of Exhibit D attached hereto). The
Authorized Individuals, each acting singly, are also authorized to make
repayments on the Loans from time to time and to act generally on behalf of the
Borrower in connection with this Agreement. |
| 13. |
Confidentiality.
The Bank will maintain the confidential nature of all non-public information
furnished to it by the Borrower in accordance with the Bank’s customary
procedures for maintaining the confidential nature of information of this
nature; provided, however, that such information may be disclosed (i) pursuant
to any statutory or regulatory requirement or any court order, subpoena or
other legal process and to any regulatory authority, including state and
federal bank and insurance regulators, (ii) to its independent counsel,
auditors and other professional advisors with an instruction to such
persons to keep such information confidential and (iii) with the prior
written consent of the Borrower to any other person. |
| 14. |
Consent to
Jurisdiction. THE BORROWER SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF
ILLINOIS AND OF ANY ILLINOIS STATE COURT SITTING IN ▇▇▇▇ COUNTY,
ILLINOIS, FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
|
| 15. |
Jury
Trial Waiver. THE BORROWER AND THE BANK WAIVE ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY. |
SIGNATURE PAGE TO
FOLLOW
THE BORROWER
AGREES TO THE TERMS SET
FORTH ABOVE.
Signed
by Borrower on _______________, 2005.
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MULTI-STRATEGY
HEDGE OPPORTUNITIES LLC
By:
Its:
|
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By: |
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Name
Title |
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Accepted
and agreed to this ___ day of ________________, 2005.
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▇▇▇▇▇▇
TRUST AND SAVINGS BANK
By |
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Name ▇▇▇▇▇
▇. ▇▇▇▇▇▇
Title: Managing Director |
MULTI-STRATEGY HEDGE
OPPORTUNITIES LLC
FORM OF BORROWING NOTICE
____________________,
____
▇▇▇▇▇▇ Trust and Savings Bank
▇▇▇
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇
Fax: (▇▇▇)
▇▇▇-▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Re: Request for
Loan
Reference
is made to the Loan Authorization Agreement, (the “Agreement”) dated
as of _______________________ among MULTI-STRATEGY
HEDGE OPPORTUNITIES, LLC (the “Borrower”)
and ▇▇▇▇▇▇ Trust and Savings Bank. Terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in the Agreement.
________________________________,
as ______________________ for the Borrower, hereby gives you notice pursuant to Section
1 of the Agreement that it requests a Loan under the terms of the Agreement, and sets
forth below certain terms on which such Loan is requested to be made:
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(1) Borrowing
Date |
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(2) Amount
of Loan Requested |
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(3) Rate Option |
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The
foregoing, together with the computations set forth in the Loan Formula Calculation,
attached hereto, are made and delivered as of the date hereof.
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Very Truly Yours,
MULTI-STRATEGY HEDGE
OPPORTUNITIES LLC
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By: |
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Its: |
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By: EXHIBIT
ONLY - DO NOT
EXECUTE
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Name:
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Title:
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EXHIBIT A
DEMAND NOTE
| $50,000,000 |
____________________,
2005 |
ON
DEMAND, for value received, the undersigned, MULTI
-STRATEGY
HEDGE
OPPORTUNITIES
LLC, a Delaware
limited liability company, promises to pay to the order of ▇▇▇▇▇▇
TRUST
AND
SAVINGS
BANK
(the “Bank”)
at its offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, the principal sum
of Fifty Million Dollars and no/100 Dollars ($50,000,000) or, if less, the amount
outstanding under the Loan Authorization Agreement referred to below together
with interest payable at the times and at the rates and in the manner set forth
in the Loan Authorization Agreement referred to below.
This
Note evidences borrowings by the undersigned under that certain Loan Authorization
Agreement dated as of ___________, 2005, between the undersigned and the Bank; and this
Note and the holder hereof are entitled to all the benefits provided for under the Loan
Authorization Agreement, to which reference is hereby made for a statement thereof. The
undersigned hereby waives presentment and notice of dishonor. The undersigned agrees to
pay to the holder hereof all reasonable expenses incurred or paid by such holder,
including attorneys’ fees and court costs, in connection with the collection of this
Note. It is agreed that this Note and the rights and remedies of the holder hereof
shall be construed in accordance with and governed by the laws of the State of Illinois.
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MULTI-STRATEGY
HEDGE OPPORTUNITIES LLC |
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By: |
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By EXHIBIT
ONLY - DO NOT
EXECUTE
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Name:
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Title:
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EXHIBIT B
MULTI-STRATEGY
HEDGE
OPPORTUNITIES LLC
FORM OF LOAN FORMULA
CALCULATION
Reference
is made to the Loan Authorization Agreement, (the “Agreement”) dated as of
____________________, 2005 among Multi-Strategy Hedge Opportunities Fund LLC
(the “Borrower”) and ▇▇▇▇▇▇ Trust and Savings Bank. Terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Agreement.
The
undersigned hereby certifies that as of the date hereof and as of the Borrowing Date,
prior to and after giving effect to the Loan requested hereby, the aggregate principal
amount of the Loans outstanding to the Borrower does not exceed the Loan Formula, per
the terms of Section 4(a) of the Agreement.
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(1) |
Aggregate
Principal Outstanding (giving effect to requested Loan) |
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| (2) |
Net Asset
Value (as of_______________) |
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| (3) |
(1) divided
by (2) * |
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| (4) |
Amounts held
in escrow at PFPC Trust Company |
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| * | | Per
the terms of Section 4(a), must be less than 331/3 during the seven Business Days
immediately preceding and the seven Business Days immediately succeeding the
last calendar day of each month OR 20% at all other times. |
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Very truly
yours,
MULTI-STRATEGY HEDGE
OPPORTUNITIES LLC |
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By: |
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Its: |
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By: EXHIBIT
ONLY - DO NOT
EXECUTE |
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Name:
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Title:
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PFPC
TRUST COMPANY |
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By: EXHIBIT
ONLY - DO NOT
EXECUTE |
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Name:
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Title:
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EXHIBIT C
MULTI
-STRATEGY
HEDGE
OPPORTUNITIES
LLC
FORM
OF FEE
CAP
NOTIFICATION
____________________,
20__
▇▇▇▇▇▇ Trust and Savings Bank
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Reference
is made to the Loan Authorization Agreement, (the “Agreement”) dated
as of _______________________ among MULTI-STRATEGY
HEDGE OPPORTUNITIES, LLC (the “Borrower”)
and ▇▇▇▇▇▇ Trust and Savings Bank. Terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in the Agreement.
This
is to provide you notice that the Fee Cap for the month
beginning ________________ and ending _____________ shall be $______________________.
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Very Truly
Yours,
MULTI-STRATEGY HEDGE
OPPORTUNITIES LLC |
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By: |
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Its: |
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By: EXHIBIT
ONLY - DO NOT
EXECUTE
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Name:
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Title: |
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EXHIBIT D