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

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FORTH IN THIS SENTENCE, PROVIDED THAT ANY SWAP TRANSACTION ENTERED INTO BY THE HOLDER OF THE NOTE SHALL NOT BE DEEMED A BREACH OF THIS REPRESENTATION. EACH HOLDER OF A CLASS E NOTE OR CLASS N NOTE (EACH, AN “ERISA RESTRICTED NOTE”) WILL BE DEEMED OR REQUIRED IN WRITING, AS APPLICABLE, TO REPRESENT AND WARRANT THAT, DURING THE PERIOD IT HOLDS ANY INTEREST IN AN ERISA RESTRICTED NOTE, IT IS NOT AND IS NOT ACTING ON BEHALF OF (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A PLAN (AS DEFINED IN SECTION 4975(E)(1) OF THE CODE) THAT IS SUBJECT TO SECTION 4975 OF THE CODE AND (C) ANY OTHER ENTITY, INCLUDING WITHOUT LIMITATION, AN INSURANCE COMPANY GENERAL ACCOUNT, WHOSE UNDERLYING ASSETS INCLUDE ASSETS OF THE PLANS DESCRIBED IN (A) OR (B) ABOVE BY REASON OF SUCH PLAN’S INVESTMENT IN THE ENTITY (EACH OF (A), (B) OR (C), A “PLAN”). NO PURCHASE BY OR TRANSFER TO A PLAN OF AN ERISA RESTRICTED NOTE WILL BE EFFECTIVE, AND NONE OF THE ISSUER, THE REGISTRAR, ANY TRANSFER AGENT OR THE TRUSTEE WILL RECOGNISE SUCH PURCHASE OR TRANSFER OF AN ERISA RESTRICTED NOTE. IN THE EVENT THAT THE ISSUER DETERMINES THAT ANY ERISA RESTRICTED NOTE IS HELD BY A PLAN, THE ISSUER MAY CAUSE A SALE OR TRANSFER IN THE MANNER DESCRIBED IN THE PROSPECTUS. THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO UNITED STATES TREASURY REGULATION SECTION 1.1275-3(b). THE CLASS B NOTES, THE CLASS C NOTES, THE CLASS D NOTES, AND THE CLASS E NOTES HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE HOLDER OF ANY OF THESE NOTES MAY OBTAIN THE INFORMATION DESCRIBED IN UNITED STATES TREASURY REGULATION SECTION 1.1275-3(b)(1)(i) FROM THE LAW DEBENTURE TRUST CORPORATION P.L.C. AT FIFTH FLOOR, 100 WOOD STREET, LONDON EC2V 7EX. 15. Investor Representations on Resale. Except as provided in the remainder of this paragraph, each transferee of a Note will be required to deliver to the Issuer, the Trustee and the Registrar a duly executed transferee certificate in the form of the relevant exhibit attached to the Trust Deed and such other certificates and other information as the Issuer, the Registrar, any Transfer Agent or the Trustee may reasonably require to confirm that the proposed transfer complies with the transfer restrictions contained in this Prospectus. An owner of a beneficial interest in a Regulation S Global Note may transfer such interest in the form of a beneficial interest in such Regulation S Global Note without the provision of written certification, provided that prior to the expiration of the Distribution Compliance Period such transfer is not made to a U.S. Person or for the account or benefit of a U.S. Person and is effected through Euroclear or Clearstream, Luxembourg in an offshore transaction as required by Regulation S and only in accordance with the procedures of Euroclear, Clearstream, Luxembourg and DTC, as applicable. An owner of a beneficial interest in a Rule 144A Global Note may transfer such interest in the form of a beneficial interest in such Rule 144A Global Note without the provision of written certification. Pursuant to such transferee certificate, (a) the transferee will acknowledge, represent to and agree with the Issuer, the Trustee and the Registrar as to the matters set forth in each of paragraphs (1) through (12) above as if each reference therein to “the purchaser” were instead a reference to the transferee. 16. Class A1A Notes. Any purchaser of Class A1A Notes understands that the transfer of the Class A1A Notes is subject to certain restrictions which are more particularly described in the Class A1A Note Purchase Agreement. 225
GENERAL INFORMATION 1. Clearing Systems The Notes of each Class (other than the Class A1A Notes) have been accepted for clearance through DTC, Euroclear and Clearstream, Luxembourg. The CUSIP, Common Code and International Securities Identification Number (“ISIN”) for each such Class of Notes are as follows: Regulation S ISIN Regulation S Common Code Regulation S CUSIP Rule 144A CUSIP Rule 144A ISIN Rule 144A Common Code Class A1B Notes XS0300109146 30010914 N37081 AB7 39772R AB0 US39772RAB06 30551826 Class A2 Notes XS0300109658 30010965 N37081 AC5 39772R AC8 US39772RAC88 30552091 Class B Notes XS0300110078 30011007 N37081 AD3 39772R AD6 US39772RAD61 30552245 Class C Notes XS0300111639 30011163 N37081 AE1 39772R AE4 US39772RAE45 30552318 Class D Notes XS0300112017 30011201 N37081 AF8 39772R AF1 US39772RAF10 30552423 Class E Notes XS0300112363 30011236 N37081 AG6 39772R AG9 US39772RAG92 30552539 Class N Notes XS0300112447 30011244 N37081 AH4 39772R AH7 US39772RAH75 30552644 2. Listing Application has been made to the Irish Financial Services Regulatory Authority, as competent authority under Directive 2003/71/EC, for the prospectus to be approved. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market. The Irish Stock Exchange is a regulated market for the purposes of Directive 93/22/EEC. It is estimated that the total expenses related to the admission to trading are likely to be approximately €21,032. NCB Stockbrokers Limited is acting solely in its capacity as listing agent for the Issuer in connection with the Notes and is not itself seeking admission of the Notes to the Official List of the Irish Stock Exchange or to trading on the Irish Stock Exchange for the purposes of Directive 2003/71/EC. 3. Consents and Authorisations The Issuer has obtained all necessary consents, approvals and authorisations in The Netherlands (if any) in connection with the issue and performance of the Notes. The issue of the Notes was authorised by a resolution of the board of Managing Directors of the Issuer passed on 29 June 2007. 4. No Material Change There has been no material adverse change in the financial position or prospects of the Issuer since its incorporation. 5. No Litigation The Issuer is not involved, and has not been involved, in any legal or arbitration proceedings or governmental proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) which may have or have had since the date of its incorporation a significant effect on the Issuer’s financial position. 6. Accounts So long as any Note remains Outstanding, copies of the most recent annual financial statements of the Issuer, if published, can be obtained at the specified offices of the Registrar and the other Transfer Agents during normal business hours. The first financial year of the Issuer will end on 31 December 2008. The first financial statements of the Issuer will be in respect of the period from formation to 31 December 2008. The Issuer will not prepare interim financial statements unless required to do so under applicable law. 7. Documents Available Copies of the following documents together with any amendments and supplements thereto may be inspected (and, in the case of (j) and (k) below, will be available free of charge) at the registered offices of the Issuer and the specified offices of the Irish Paying Agent in electronic form during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for the life of the Prospectus: (a) Articles of Association of the Issuer; 226
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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
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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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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 191 and 192: provide Drawings under the Class A1
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Page 195 and 196: The Issuer shall procure that on an
Page 197 and 198: TAX CONSIDERATIONS General The foll
Page 199 and 200: This summary is based on interpreta
Page 201 and 202: A U.S. Holder of a Senior Note will
Page 203 and 204: the first taxable year for which it
Page 205 and 206: any distributions in excess of such
Page 207 and 208: oker has been in existence) is deri
Page 209 and 210: Capital gains made on the sale or p
Page 211 and 212: Holders who may be liable to taxati
Page 213 and 214: ERISA CONSIDERATIONS The U.S. Emplo
Page 215 and 216: DEED, REQUIRED TO CERTIFY) WITH RES
Page 217 and 218: United States The Initial Purchaser
Page 219 and 220: or any other governmental authority
Page 221 and 222: to its purchase of Notes, to ask qu
Page 223: PLAN, UNLESS INVESTMENT DECISIONS A
Page 227 and 228: INDEX OF DEFINED TERMS £ £.......
Page 229 and 230: 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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