Gresham Capital CLO IV B.V. - Irish Stock Exchange

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DESCRIPTION OF THE COLLATERAL MANAGER The information appearing in this section relating to the Collateral Manager has been prepared by Investec Principal Finance, a business unit division of Investec Bank (UK) Ltd. (“Investec”) or one of its Affiliates and has not been independently verified by the Issuer. Accordingly, notwithstanding anything to the contrary herein, the Issuer does not assume any responsibility for the accuracy, completeness or applicability of such information. The Collateral Manager accepts responsibility for the information contained in this section to the extent that it is correct to the best of its knowledge as at the Issue Date. The Collateral Manager Investec Principal Finance (“IPF”), a business unit division within Investec will be providing the collateral management services to the Issuer in conjunction with Investec Acquisition Finance (“IAF”), another business unit within Investec. IPF was established in mid-2005 and was set up to develop the securitisation and principal finance business within Investec. IPF currently has a team of over 30 professionals with related experience in the management, structuring, syndication and trading of both leveraged loans and collateralised loan obligations. IPF is able to draw on Investec’s large banking infrastructure and in particular relies upon IAF for sourcing, assessment and ongoing surveillance of Bank Loans, Mezzanine Loans and Second Lien Loans. IAF was established in early 2004 to build up and hold a diversified book of European leveraged loans for Investec, with a focus on private equity sponsor backed pan-European transactions, with enterprise values in excess of €500,000,000. From the outset the intention had been that once a solid reputation and track record was established, a fund/CLO franchise would be rolled out and going forward, the intention will be to continue to grow the size of Investec’s leveraged loan portfolio while at the same time becoming a collateral manager for CLO issuers. IAF currently has a team of 8 professionals. Investec is currently the collateral manager to three other European leveraged loan CLOs, Gresham Capital CLO I B.V., which was funded in March 2006, Gresham Capital CLO II B.V., which was funded in October 2006 and Gresham Capital CLO III B.V., which was funded in December 2006. On the Issue Date, Investec and/or one or more of its Affiliates acquired 25 per cent. of the principal amount of the Class N Notes Outstanding. Investec and/or any fund, partnership, trust, company or any entity with respect to which it acts as investment manager will not acquire or hold at any time, directly or indirectly, more than 25 per cent. of the principal amount outstanding of the Class N Notes. It is the intention of Investec either to hold, directly or indirectly, or to have a fund, partnership, trust, company or other entity with respect to which it acts as investment manager hold, a minimum average of 19.5 per cent. of the principal amount outstanding of the Class N Notes in any five year period until maturity or earlier redemption, so long as Investec is the Collateral Manager. Investec is a banking institution regulated by the Financial Services Authority (“FSA”) and the South African Reserve Bank (“SARB”), and holds a full banking license in the United Kingdom. Investec also has the regulatory authority to act as Collateral Manager in The Netherlands. Investment Policy Investec manages the Portfolio for the Issuer and will determine on behalf of the Issuer how the proceeds from the Notes will be invested. The eligible collateral consists of debt obligations issued or borrowed in leveraged transactions predominantly by UK and continental European companies and to a limited extent the United States of America. The focus will be on senior secured loans complemented by mezzanine, second lien or subordinated loans and other debt securities issued by companies with strong operations and solid capital structures. Investment Approval Procedure Investment decisions will be made by a credit committee comprising of Andy Clapham, Henrik Malmer, Jeff Boswell and David Beadle. The quorum will be three with a provision to name one alternate if required. The credit committee will monitor credit, liquidity, currency and interest rate risk and compliance with the terms of the Trust Deed and Collateral Management Agreement. In addition, the credit committee will determine the Collateral Manager’s investment strategy on behalf of the Issuer and review the Portfolio on a regular basis. In 147
practice, all members of the IPF and IAF team will be encouraged to contribute their views to the matters considered by the credit committee in order to ensure that the experience of all members of staff is included where relevant. New investment opportunities will be subject to appraisal in two contexts: · First, the suitability of the proposed new investment in terms of the Portfolio, i.e. with reference to the required diversity score and weighted average rating, to currency and interest rate risk and to issuer and country concentration rules, etc. · Second, to the cash flow and credit worthiness of the proposed obligor, taking into account both financial and commercial risks, industry and economic factors and strategic and financial structuring considerations. In addition, any asset sales will be subject to the review of the credit committee, taking into account the rationale for any sale and relative value considerations. Where the Collateral Manager, on behalf of the Issuer, is making an investment in the private debt markets, it will usually make use of reports from specialist advisers who performed due diligence on, for example, the historic and forecast financial performance of the proposed borrower, tax, pension and legal issues. The Collateral Manager will perform, inter alia, a detailed commercial assessment of the borrower, including cash flow modelling and stress testing, industry and economic reviews, management meetings and site visits (where practical and necessary). There may be circumstances where debt investments are split between Investec and/or one or more funds managed by Investec or transferred in whole or in part between them. This may enable Investec and/or one or more of the funds managed by Investec to benefit from sufficiently large participations to maximise arrangement fees or meet diversity/size requirements. No such transactions will be made unless in the best interests of the parties involved. If appropriate, third party or market valuations would be taken to validate transfer values. Key Biographies The following sets out the biographies of the key personnel on the team. Andy Clapham joined Investec in July 2005 as Head of the IPF. Previous to joining, Andy spent 5 years as Senior Managing Director running the European Securitisation and Principal Finance businesses at Bear Stearns. Prior to that Andy was Managing Director and Head of Principal Finance at Nikko CDO Securities. Whilst there, Andy was responsible for managing the public to private of Powell Duffryn, and the subsequent £300m leveraged whole business securitisation, as well as managing other investments such as the Roadchef Motorway Service Area chain. Prior to that Andy spent 13 years as Managing Director at Greenwich Natwest as head of its Securitisation and Principal Finance business. During this time Andy was responsible for arranging and managing the world’s first CLO in 1991 — $1bn Thames Funding programme, and for arranging and managing the world’s first balance sheet CLOs — Rose Funding No.1 and Rose Funding No.2 - $10bn in size. In addition to this, Andy arranged and managed Europe’s first asset backed CBO — $500m TAGS No.1 Plc. Andy also arranged and was responsible for managing a $10bn asset backed CP programme — Thames Asset Global Securitisation Inc (“TAGS”). Andy is accredited with being one of the founders of the CDO market, developing innovative programs such as Rose Funding. Andy has 20 years experience in Europe of successfully managing over $25bn in assets as diverse as corporate loans, leveraged loans, asset backed bonds, lease receivables and business cashflows. Andy has a BSc in Mechanical Engineering from Nottingham University. Henrik Malmer joined Investec in September 2005 as Head of ABS/CDO Trading. He trades the proprietary trading book for IPF and plays an essential part in the risk management of the residential and commercial mortgage business and the CLO/CDO management business. Henrik has spent time at both Wachovia Securities and Bear Stearns in the role of ABS/CDO Secondary Trader as well as ABS/CDO Syndication. Henrik was also involved in the management of assets before their inclusion in 3rd party CDOs at Bear Stearns as well as playing an active role in the reverse engineering and fundamental analysis of ABS/CDOs for the trading desk and for CDO managers. He has a BSc in Economics and an MSc in Investment Management from Cass Business School and speaks Swedish, French and Spanish. 148
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Gresham Capital CLO IV B.V. (a priv
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with particular reference to its ow
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AUTHORITY (BUNDESANSTALT FÜR FINAN
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AVAILABLE INFORMATION To permit com
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SUMMARY This summary does not inclu
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e paid in accordance with the Prior
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Commitment Fee ....................
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provided that the Issuer has obtain
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Security for the Notes: ...........
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Overcollateralisation Ratio Test; (
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Liquidation of Collateral Debt Secu
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Class A1A Regulation S Notes and Cl
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The Trust Deed provides that the Is
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(a) take any corporate action or ot
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Notes will be made until principal
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the Issuer entered into the commitm
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elative to the high yield bond mark
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While the Issuer expects that the r
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Investment and Repayment of Payment
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In its capacity as Collateral Manag
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Termination Amount. The payment of
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available to them on subsequent pay
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Liability to Stamp Taxation and Oth
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the Issuer is party that is made in
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CONDITIONS OF THE NOTES The followi
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Account and the Sterling Principal
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Eligibility Criteria, an interest i
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of deposits in Sterling (for the av
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equire, a specific number thereof a
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“Class C Rule 144A Definitive Not
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“Class E Rule 144A Global Note”
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“Collection Accounts” means the
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Debt Security; provided always (I)
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(ii) if any Collateral Debt Securit
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acquisition thereof by the Issuer a
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prior to the Payment Date immediate
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Manager acting on behalf of the Iss
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including for the avoidance of doub
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Maturity Date and a security in res
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“Note Interest Rate” means, in
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(a) is a Business Day; (b) is or fa
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(c) in the case of a Hedge Counterp
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“Relevant Amount” in respect of
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counterparty has the regulatory cap
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“Sterling Interest Account” mea
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(h) any scheduled principal payment
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of the related Reference Obligation
Page 95 and 96: e represented by a Class A1A Rule 1
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Page 99 and 100: (W) (X) (Y) (Z) (AA) (BB) (CC) (DD)
Page 101 and 102: (D) (E) (F) (G) (H) (I) (J) (K) (L)
Page 103 and 104: (AA) (BB) after taking account of t
Page 105 and 106: the extent of any Sterling payments
Page 107 and 108: contractual rights) or any of them
Page 109 and 110: the Management Agreement; (D) the I
Page 111 and 112: shall be deferred and shall, with e
Page 113 and 114: “Euro zone” means the region co
Page 115 and 116: (ii) shall be paid to the Class A1A
Page 117 and 118: (A) (B) (C) (D) (E) Senior Notes: I
Page 119 and 120: meet the Eligibility Criteria or, t
Page 121 and 122: E Note (other than any Class E Defe
Page 123 and 124: the sole Issuer Event of Default is
Page 125 and 126: (J) (K) (L) (M) (N) (O) (P) (Q) (R)
Page 127 and 128: each a “Basic Terms Modification
Page 129 and 130: any jurisdiction of a judgment alre
Page 131 and 132: (v) the Trustee has been fully inde
Page 133 and 134: USE OF PROCEEDS The net proceeds fr
Page 135 and 136: Meetings: The holder of each Global
Page 137 and 138: BOOK ENTRY CLEARANCE PROCEDURES The
Page 139 and 140: persons or entities that do not par
Page 141 and 142: RATING OF THE RATED NOTES It was a
Page 143 and 144: DESCRIPTION OF THE ISSUER General T
Page 145: Date between, inter alia, the Found
Page 149 and 150: DESCRIPTION OF THE PORTFOLIO 1. Int
Page 151 and 152: estrictions as set out in the Colla
Page 153 and 154: (B) in the case of a Synthetic Secu
Page 155 and 156: (ix) no Collateral Debt Security wh
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Page 159 and 160: (ii) all Additional Collateral Debt
Page 161 and 162: (h) Unscheduled Principal Proceeds
Page 163 and 164: (ii) the aggregate Principal Balanc
Page 165 and 166: (B) Unscheduled Principal Proceeds
Page 167 and 168: In addition, for any date of determ
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Page 171 and 172: specified benchmark rating level ba
Page 173 and 174: (g) Reinvestment OC Test The “Rei
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Page 177 and 178: amount permitted from all Selling I
Page 179 and 180: Key Persons being convicted for fra
Page 181 and 182: Liquidity Facility Agreement DESCRI
Page 183 and 184: Sterling by the Issuer shall not ex
Page 185 and 186: Coverage Tests, Reinvestment OC Tes
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Page 189 and 190: DESCRIPTION OF THE CLASS A1A NOTE P
Page 191 and 192: provide Drawings under the Class A1
Page 193 and 194: Investments having a maturity date
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TAX CONSIDERATIONS General The foll
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This summary is based on interpreta
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A U.S. Holder of a Senior Note will
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the first taxable year for which it
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any distributions in excess of such
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oker has been in existence) is deri
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Capital gains made on the sale or p
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Holders who may be liable to taxati
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ERISA CONSIDERATIONS The U.S. Emplo
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DEED, REQUIRED TO CERTIFY) WITH RES
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United States The Initial Purchaser
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or any other governmental authority
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to its purchase of Notes, to ask qu
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PLAN, UNLESS INVESTMENT DECISIONS A
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GENERAL INFORMATION 1. Clearing Sys
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INDEX OF DEFINED TERMS £ £.......
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Cumulative Sterling Realised Recove
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Presentation Date..................
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REGISTERED OFFICE OF THE ISSUER Riv
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Gresham Capital CLO IV B.V. - Irish Stock Exchange

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