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

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liquidity drawing and accrued interest thereon) under the Liquidity Facility Agreement on each Payment Date. The commitment under the Liquidity Facility Agreement will be cancelled in full on the Payment Date on which the Class A Notes are redeemed in full. For the avoidance of doubt, subject to the provisions of the Priorities of Payment and Condition 3(c)(v) (FX Conversion), the Issuer shall only use Sterling Interest Proceeds to repay drawings denominated in Sterling and Euro Interest Proceeds to repay drawings denominated in Euro. The Liquidity Facility Provider is required to have a short term senior unsecured debt rating of at least “F1” by Fitch and “A-1” by S&P, provided that if such ratings are not maintained, the Issuer shall require the Liquidity Facility Provider, within 30 calendar days thereof, either to (i) find a replacement liquidity facility provider meeting the Rating Requirement who will enter into a liquidity facility agreement with the Issuer on substantially the same terms as the Liquidity Facility Agreement; or (ii) find a guarantor meeting the Rating Requirement to guarantee the obligations of the Liquidity Facility Provider pursuant to the Liquidity Facility Agreement; or (iii) to pay into a designated account of the Issuer (the “Stand-by Liquidity Account”) held with the Account Bank. The Liquidity Facility Provider will also be required to make such a payment to the Stand-by Liquidity Account where the Liquidity Facility Provider does not agree to extend the Commitment Period at the expiry of the then current Commitment Period. The Collateral Administrator shall on behalf of the Issuer invest the amounts not required to be utilised in the Stand-by Liquidity Account from time to time in Eligible Investments if directed to do so by the Liquidity Facility Provider in accordance with the provisions of the Liquidity Facility Agreement. Amounts standing to the credit of the Stand-by Liquidity Account will be available for drawing for the same purposes as they would have been available for drawing under the Liquidity Facility. The Liquidity Facility Provider must qualify as a “professional market party” for Dutch regulatory purposes. The Offering: .......................................... Authorised Denominations: ..................... The Notes of each Class are offered (a) in the United States in reliance on the exemption from registration provided by Rule 144A to persons who are qualified institutional buyers (as defined in Rule 144A) (a “Qualified Institutional Buyer”) and (b) outside the United States to persons who are neither U.S. persons (as defined in Regulation S) (“U.S. Persons”) nor U.S. residents (as defined in the Investment Company Act) (“U.S. Residents”) in offshore transactions in reliance on Regulation S and, in each case, in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction. Notes offered for sale to a U.S. Person are offered only to a person that is a “Qualified Purchaser” as defined in the Investment Company Act. Regulation S Notes (other than the Class A1A Regulation S Notes): €100,000 and integral multiples of €1,000 thereof. Rule 144A Notes (other than the Class A1A Rule 144A Notes): €500,000 and integral multiples of €1,000 thereof. 23
Class A1A Regulation S Notes and Class A1A Rule 144A Notes: €1,000,000 or £500,000 and integral multiples of €1,000 or £500 thereof. Form, Registration and Transfer of Notes: ................................ Save as provided below with respect to the Class A1A Notes, the Notes of any Class offered in reliance on Regulation S under the Securities Act are represented by one or more global certificates of each Class, in fully registered form, without interest coupons or principal receipts (each, a “Regulation S Global Note”), deposited with a common depositary for, and registered in the name of, a nominee on behalf of Euroclear and/or Clearstream, Luxembourg. Interests in a Regulation S Global Note are shown on, and transfers thereof will be effected only through, records maintained by Euroclear and/or Clearstream, Luxembourg and its or their direct and indirect participants (including Euroclear and Clearstream, Luxembourg). Until and including the 40 th day after the later of the commencement of the Offering and the closing of the Offering of the Notes (the “Distribution Compliance Period”), interests in a Regulation S Global Note may be held only through Euroclear or Clearstream, Luxembourg. See “Form of the Notes” and “Book Entry Clearance Procedures” below. Save as provided below with respect to the Class A1A Notes, the Notes of any Class offered in the United States or to U.S. Persons or U.S. Residents in reliance on Rule 144A under the Securities Act are represented by one or more global certificates of each Class, in fully registered form, without interest coupons or principal receipts (each, a “Rule 144A Global Note”) deposited with a custodian for, and registered in the name of, a nominee of, DTC. Beneficial interests in a Rule 144A Global Note may only be held through, and transfers thereof will only be effected through, records maintained by DTC and its direct and indirect participants. See “Form of the Notes” and “Book Entry Clearance Procedures” below. Purchases of, and transfers of interests in, a Global Note are subject to certain acknowledgements, representations, agreements and restrictions and must be made in accordance with the procedures set forth in the Trust Deed and the Agency Agreement. See “Form of the Notes”, “Book Entry Clearance Procedures” and “Plan of Distribution and Transfer Restrictions” below. Except only in limited circumstances described herein, Notes in definitive certificated form (“Definitive Notes”) will not be issued in exchange for beneficial interests in either a Regulation S Global Note or a Rule 144A Global Note. See “Form of the Notes— Exchange for Definitive Notes” below. Class A1A Notes offered in reliance on Regulation S under the Securities Act and Rule 144A were issued on the Issue Date in definitive, fully registered certificated form without interest coupons, registered in the name of the purchaser thereof (or its respective nominee). Ownership of the Class A1A Notes are evidenced by the Capital Commitment Register held by the Capital Commitment Registrar and transfers of the Class A1A Notes are effected in accordance with the Class A1A Note Purchase Agreement. See “Form of the Notes” and “Book Entry Clearance Procedures” below. 24
Page 1 and 2: Gresham Capital CLO IV B.V. (a priv
Page 3 and 4: with particular reference to its ow
Page 5 and 6: AUTHORITY (BUNDESANSTALT FÜR FINAN
Page 7 and 8: AVAILABLE INFORMATION To permit com
Page 9 and 10: SUMMARY This summary does not inclu
Page 11 and 12: e paid in accordance with the Prior
Page 13 and 14: Commitment Fee ....................
Page 15 and 16: provided that the Issuer has obtain
Page 17 and 18: Security for the Notes: ...........
Page 19 and 20: Overcollateralisation Ratio Test; (
Page 21: Liquidation of Collateral Debt Secu
Page 25 and 26: The Trust Deed provides that the Is
Page 27 and 28: (a) take any corporate action or ot
Page 29 and 30: Notes will be made until principal
Page 31 and 32: the Issuer entered into the commitm
Page 33 and 34: elative to the high yield bond mark
Page 35 and 36: While the Issuer expects that the r
Page 37 and 38: Investment and Repayment of Payment
Page 39 and 40: In its capacity as Collateral Manag
Page 41 and 42: Termination Amount. The payment of
Page 43 and 44: available to them on subsequent pay
Page 45 and 46: Liability to Stamp Taxation and Oth
Page 47 and 48: the Issuer is party that is made in
Page 49 and 50: CONDITIONS OF THE NOTES The followi
Page 51 and 52: Account and the Sterling Principal
Page 53 and 54: Eligibility Criteria, an interest i
Page 55 and 56: of deposits in Sterling (for the av
Page 57 and 58: equire, a specific number thereof a
Page 59 and 60: “Class C Rule 144A Definitive Not
Page 61 and 62: “Class E Rule 144A Global Note”
Page 63 and 64: “Collection Accounts” means the
Page 65 and 66: Debt Security; provided always (I)
Page 67 and 68: (ii) if any Collateral Debt Securit
Page 69 and 70: acquisition thereof by the Issuer a
Page 71 and 72: prior to the Payment Date immediate
Page 73 and 74:
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
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e represented by a Class A1A Rule 1
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(Application of Interest Proceeds b
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(W) (X) (Y) (Z) (AA) (BB) (CC) (DD)
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(D) (E) (F) (G) (H) (I) (J) (K) (L)
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(AA) (BB) after taking account of t
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the extent of any Sterling payments
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contractual rights) or any of them
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the Management Agreement; (D) the I
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shall be deferred and shall, with e
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“Euro zone” means the region co
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(ii) shall be paid to the Class A1A
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(A) (B) (C) (D) (E) Senior Notes: I
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meet the Eligibility Criteria or, t
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E Note (other than any Class E Defe
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the sole Issuer Event of Default is
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(J) (K) (L) (M) (N) (O) (P) (Q) (R)
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each a “Basic Terms Modification
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any jurisdiction of a judgment alre
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(v) the Trustee has been fully inde
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USE OF PROCEEDS The net proceeds fr
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Meetings: The holder of each Global
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BOOK ENTRY CLEARANCE PROCEDURES The
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persons or entities that do not par
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RATING OF THE RATED NOTES It was a
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DESCRIPTION OF THE ISSUER General T
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Date between, inter alia, the Found
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practice, all members of the IPF an
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DESCRIPTION OF THE PORTFOLIO 1. Int
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estrictions as set out in the Colla
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(B) in the case of a Synthetic Secu
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(ix) no Collateral Debt Security wh
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Industry Categories Business Servic
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(ii) all Additional Collateral Debt
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(h) Unscheduled Principal Proceeds
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(ii) the aggregate Principal Balanc
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(B) Unscheduled Principal Proceeds
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In addition, for any date of determ
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all Euro Collateral Debt Securities
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specified benchmark rating level ba
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(g) Reinvestment OC Test The “Rei
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Affiliates of the Collateral Manage
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amount permitted from all Selling I
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Key Persons being convicted for fra
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Liquidity Facility Agreement DESCRI
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Sterling by the Issuer shall not ex
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Coverage Tests, Reinvestment OC Tes
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Portfolio (a) the information requi
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DESCRIPTION OF THE CLASS A1A NOTE P
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provide Drawings under the Class A1
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Investments having a maturity date
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The Issuer shall procure that on an
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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
Page 231 and 232:
Presentation Date..................
Page 233:
REGISTERED OFFICE OF THE ISSUER Riv
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Gresham Capital CLO IV B.V. - Irish Stock Exchange

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