Medieval Attractions N.V - Page 126

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          the debts to Manver by $11 million.  MSI issued $3.5 million and            
          MDT issued $8 million in commercial paper to six entities--                 
          Protravol; Attractours; Futureprom; Amsrott, N.V. (Amsrott);                
          Celin, N.V. (Celin); and Slider, N.V. (Slider)--to account for              
          the $11 million paid to Manver, even though none of the six                 
          companies provided any of the funds to pay the Manver debt as the           
          funds originated from Manver.                                               
               The original $10 million that was transferred to Gatetown              
          from Dapy and Roundabout was returned to Dapy and Roundabout in             
          May and June 1988.  The first tranche of commercial paper that              
          was issued December 22, 1987, was to mature on June 17, 1988.  On           
          that day, $2.391 million was channeled through various entities             
          in order to retire the first tranche of commercial paper totaling           
          $10.5 million.  At the same time, another tranche of commercial             
          paper totaling $10 million was issued.                                      
               As each tranche of funds matured, a new set of transactions            
          occurred that retired the old paper, issued new paper, and paid             
          amounts that were associated with the issuance of the paper, such           
          as Original Issue Discount interest and guarantee fees.  The                
          commercial paper carried an interest rate of 1 percent over                 
          London Interbank Offered Rate (LIBOR).  The interest and                    
          guarantee fees were transferred from the controlled entities                
          receiving the payments to the Spanish investors' Eurotor                    
          companies in proportion to the Spanish investors' interests in              
          MTNV and MANV.                                                              




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