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

DESCRIPTION OF THE PORTFOLIO
1. Introduction
Pursuant to the Collateral Management Agreement, the Collateral Manager is required to act as the Issuer’s
manager in respect of the Portfolio, to act in specific circumstances in relation to the Portfolio on behalf of the
Issuer and to carry out the duties and functions described below. Pursuant to the Collateral Administration
Agreement, the Collateral Administrator is required to perform certain calculations in relation to the Portfolio on
behalf of the Issuer.
The acquisition of Collateral Debt Securities by, or on behalf of, the Issuer has taken and will take place
during three periods: (a) on or prior to the Issue Date; (b) the Ramp-Up Period; and (c) the period from the end
of the Ramp-Up Period until the end of the Reinvestment Period. In certain limited circumstances, the
Collateral Manager on behalf of the Issuer may acquire further Collateral Debt Securities after the Reinvestment
Period. The Collateral Manager on behalf of the Issuer purchased a portfolio of Bank Loans, Mezzanine Loans,
Second Lien Loans, CLO Securities, Special Debt Securities and Synthetic Securities or entered into
Participations relating thereto on or prior to the Issue Date. Second, after the Issue Date and during the Ramp-
Up Period, the net proceeds of the issue of the Notes deposited in the Initial Proceeds Account, together with
any drawings under the Class A1A Notes, will be applied in the acquisition of Additional Collateral Debt
Securities. Third, the Issuer has until the end of the Reinvestment Period to draw fully on the Class A1A Notes
and to use amounts standing to the credit of the Additional Collateral Account or the Sterling Additional
Collateral Account to purchase further Collateral Debt Securities. The Collateral Manager on behalf of the
Issuer is expected to acquire Collateral Debt Securities having an aggregate Principal Balance of €300,000,000
(the “Target Par Amount” (with the Sterling amount of any Sterling Collateral Debt Securities being converted
into Euro at the Issue Date Spot Rate)) prior to the end of the Ramp-Up Period using proceeds from the
drawings under the Class A1A Notes and the net proceeds derived from the issue of the other Notes, subject to
the restrictions described below. It is estimated that the Issuer or the Collateral Manager on its behalf
purchased, or entered into agreements to purchase, Collateral Debt Securities having an aggregate Principal
Balance of at least 70 per cent. of the Target Par Amount on or prior to the Issue Date.
The Collateral Debt Securities purchased by the Collateral Manager on behalf of the Issuer during the
Ramp-Up Period and the Reinvestment Period will be required to satisfy the Eligibility Criteria and the
Reinvestment Criteria, respectively. After the Reinvestment Period, Unscheduled Principal Proceeds and Sale
Proceeds of any Credit Improved Securities, at the option of the Collateral Manager and subject to certain
restrictions, may be used to purchase Collateral Debt Securities satisfying the Reinvestment Criteria and the
Additional Reinvestment Criteria.
The Collateral Debt Securities are and will be constituted and/or evidenced by the various trust deeds,
indentures, loan agreements, participation agreements, swap agreements and other similar instruments
applicable thereto.
All references herein to the acquisition or purchase of Collateral Debt Securities and Additional Collateral
Debt Securities shall include provision by, or on behalf of, the Issuer of Synthetic Security Collateral in respect
of Synthetic Securities so purchased or acquired.
2. The Portfolio
Collateral Debt Securities have been and will be purchased by the Collateral Manager on behalf of the
Issuer pursuant to certain Collateral Acquisition Agreements.
On or about the Issue Date, the Issuer purchased, or entered into agreements to purchase, Collateral Debt
Securities having an aggregate Principal Balance of at least 70 per cent. of the Target Par Amount. Any
Collateral Debt Securities sold by the Collateral Manager or by the Initial Purchaser to the Issuer on or about the
Issue Date were sold by the Collateral Manager or the Initial Purchaser, as the case may be, to the Issuer, if
acquired by the Collateral Manager or the Initial Purchaser in the primary market, at par and if acquired by the
Collateral Manager or the Initial Purchaser in the secondary market, at the market price at which the Collateral
Manager or the Initial Purchaser had purchased such Collateral Debt Security in the secondary market.
Any net proceeds of issue of the Notes remaining on the Issue Date which were not required in settlement
of agreements to purchase Collateral Debt Securities entered into on or prior to the Issue Date, to pay various
fees and expenses or to pay the premium in respect of the Issuer entering into the Initial Hedge Agreement, were
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