ROCKALL CLO B.V. - Irish Stock Exchange

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SUMMARY The following summary ("Summary") does not purport to be complete and is qualified in its entirety by reference to the detailed information appearing elsewhere in this Offering Circular and related documents referred to herein. Capitalised terms not specifically defined in this Summary have the meanings set out in Condition 1 (Definitions) of the section of this Offering Circular headed "Terms and Conditions" or the "Market Valuation Manual" included herein or are defined elsewhere in this Offering Circular. References to a "Condition" are to the specified Condition in the section of this Offering Circular headed "Terms and Conditions" below. For a discussion of certain risk factors to be considered in connection with an investment in the VF Notes or the Notes, see the section of this Offering Circular headed "Risk Factors". Issuer Collateral Manager VF-1 Notes and Notes: Rockall CLO B.V., a private company with limited liability incorporated under the laws of The Netherlands, having its statutory seat in Amsterdam. The issued share capital of the Issuer is €20,000. The Issuer will not have any assets other than (i) the assets that comprise the Collateral from time to time, and (ii) its rights to the Issuer Dutch Account and under the Management Agreement. The rights and assets of the Issuer (excluding its rights under the Management Agreement or to the Issuer Dutch Account) will be charged or assigned by way of security to the Trustee as security for the Issuer's obligations under the Notes and to its other Secured Creditors (see the section of this Summary headed "Security for the Notes" below). Babson Capital Europe Limited. Notes Principal Amount Rate of Interest S&P Rating of at least 1 Moody's Rating of at least 1 Stated Maturity Initial Offer Price 2 VF-1 €408,250,000 3 Applicable rate + "AAA" "Aaa" 2013 100% 0.32% 4 Class A-1 €100,000,000 3m EUR + "AAA" "Aaa" 2013 100% 0.29% 5 Class B-1 €6,250,000 3m EUR + "AA" "Aa2" 2013 100% 0.48% 5 Class C-1 €12,250,000 3m EUR + "A" "A2" 2013 100% 0.73% 5 Class D-1 €12,250,000 3m EUR + "BBB" "Baa2" 2013 100% 1.65% 5 Class E-1a €41,000,000 3m EUR + - - 2055 100% 5.00% 5 Class E-1b €41,000,000 3m EUR + - - 2055 100% 3.00% 5,6 Class E-2 €4,000,000 3m EUR + 3.00% 5,6 - - 2055 100% 1 The ratings assigned to the VF-1 Notes, Class A-1 Notes, the Class B-1 Notes, the Class C-1 Notes and Class D-1 Notes address the timely payment of interest and the ultimate payment of principal. The Class E-1a Preferred Subordinated Notes, the Class E-1b Subordinated Notes and Class E-2 Subordinated Notes are not rated. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the applicable Rating Agency. 2 The Placement Agent may offer the VF-1 Notes and the Specified Notes at other prices as may be negotiated at the time of sale. 3 The Issuer intends to issue the VF-1 Notes to the Placement Agent on or about the Initial Closing Date and the principal amount shown here represents the Total VF-1 Commitments as defined in the section of this Offering Circular headed “Description of the Terms and Conditions of the VF-1 Notes”. The Placement Agent shall then transfer the VF-1 Notes to an Eligible Transferee. Only following such transfer shall the Issuer serve an Increase Request in respect of the VF-1 Notes. It is expected that the transfer and the service of an Increase Request will take place on or around the Initial Closing Date. 4 The rate applicable to the VF-1 Notes shall be either an Interbank Rate or a Cost of Funds Rate, each as defined in the section of this Offering Circular headed “Description of the Terms and Conditions of the VF-1 Notes”. 5 2 1 / 2 month EURIBOR in the case of the first interest period, as adjusted in accordance with Condition 6(c) (Rate of Interest). - 1 -
6 Holders of the Class E-1b Subordinated Notes and the Class E-2 Subordinated Notes may receive Additional Interest on Payment Dates (see Condition 3(d) (Restricted Payments) and Condition 3(c) (Payment of Amounts)). Trustee Collateral Administrator Custodian Principal Paying Agent Irish Listing and Paying Agent Placement Agent Eligible Purchasers Partially Paid Issuances of Class E Subordinated Notes Payment Dates Note Interest Deferral of Interest ABN AMRO Trustees Limited ABN AMRO Bank N.V. (London Branch) ABN AMRO Bank N.V. (London Branch) ABN AMRO Bank N.V. (London Branch) NCB Stockbrokers Limited IXIS Securities North America Inc. The VF Notes and the Notes of each Class will be offered: (a) (b) outside of the United States to non-U.S. Persons (as defined in Regulation S under the Securities Act) in "offshore transactions" in reliance on Regulation S under the Securities Act and within the United States to persons who are both QIBs, in reliance on Rule 144A, and Qualified Purchasers for purposes of Section 3(c)(7) of the Investment Company Act. The Class E Subordinated Notes may be issued partially paid and subject to the right of the Issuer, prior to the Class E Commitment Termination Date, to demand further instalments of the subscription price from the Class E Subordinated Noteholders, pro rata, according to their respective holding, up to a prescribed level provided that (a) no more than 50 separate Class E Partial Instalment Payments may be made in respect of the Class E Subordinated Notes, (b) no such Class E Partial Instalment Payment may be requested if, after and notwithstanding receipt and application of the proceeds of such Class E Partial Instalment Payment, a Transaction Default, a Transaction Event of Default or a failure to comply with the Over Collateralisation Tests shall have occurred and be continuing and (c) any such Class E Partial Instalment Payment shall be requested and made without prejudice to the right of the Issuer to issue further Class E Subordinated Notes pursuant to Condition 17 (Further Issues) (see Condition 2(i) (Issue of Partially Paid Class E Subordinated Notes)). In the event that a Class E Subordinated Noteholder fails to make the applicable Class E Partial Instalment Payment on the relevant Class E Partial Payment Date, then 1 per cent. of the Principal Amount Outstanding of the amount previously paid up in respect of the Class E Subordinated Notes will be forfeited with effect from the Class E Partial Payment Date on which such Class E Partial Instalment Payment was due, no further Class E Partial Instalment Payments shall be requested from such Class E Subordinated Noteholder by or on behalf of the Issuer thereafter and such Holder shall forfeit the right to make any further Class E Partial Instalment Payments (see Condition 2(i) (Issue of Partially Paid Class E Subordinated Notes)). 15 September, 15 December, 15 March and 15 June in each year, commencing on 15 September 2006 (subject to adjustment for non-Business Days in accordance with the Conditions). Interest in respect of the Notes of each Class will be payable quarterly in arrear on each Payment Date. Additional Interest will be payable on each Payment Date if sums are then available to pay the same. While any Class A Note is Outstanding, any interest payable on the Class B Notes that would be payable to Class B Noteholders on a Payment Date but is not paid by reason of the Intercreditor Arrangements shall be added to the Principal Amount Outstanding of the Class B Notes on such date and will thereafter cease to be payable as interest (but will, to the extent permitted by law, bear interest at the applicable Rate of Interest). The addition of interest on the Class B Notes to the Principal Amount Outstanding thereof in lieu of the cash payment of such interest as aforesaid shall be deemed to satisfy the payment of such interest and shall not constitute an Event of Default under the Conditions and shall (i) upon the payment of any principal on the Class B Notes be repaid prior to the - 2 -
Page 1 and 2: ROCKALL CLO B.V. (a private limited
Page 3 and 4: OFFER/INVITATION/DISTRIBUTION RESTR
Page 5 and 6: Each purchaser of VF Notes and Note
Page 7 and 8: NOTES AND NOTES HAVE NOT BEEN OFFER
Page 9: CONTENTS Page SUMMARY..............
Page 13 and 14: Principal Payments on the Notes Red
Page 15 and 16: Payments (see the section of this O
Page 17 and 18: for each calendar week and (y) to t
Page 19 and 20: the Security Trustee shall, if dire
Page 21 and 22: with the Over-Collateralisation Tes
Page 23 and 24: ERISA Considerations Limited Recour
Page 25 and 26: 1.7 Removal of Credit Enhancement T
Page 27 and 28: made until payment in full of all o
Page 29 and 30: inter-company guarantees such a pro
Page 31 and 32: orrower. A Selling Institution voti
Page 33 and 34: may have an associated Secured Hedg
Page 35 and 36: will be to enable the Custodian, on
Page 37 and 38: 2.25 Disclosure of Portfolio The Is
Page 39 and 40: Investments to properly plan for ex
Page 41 and 42: 3.12 Volatility of the Class E Subo
Page 43 and 44: sections of these Risk Factors head
Page 45 and 46: may also act as counterparty with r
Page 47 and 48: "Account-Holding Bank" means (a) in
Page 49 and 50: "Class C Notes" means the Initial I
Page 51 and 52: (c) (d) (e) (f) Noteholders represe
Page 53 and 54: "Exchange Date" means a day falling
Page 55 and 56: "Ledger" means the ledger maintaine
Page 57 and 58: "Permitted Short-Sale Exposure" mea
Page 59 and 60: the ratio of (i) the number of days
Page 61 and 62:
accounts so as to effect payment of
Page 63 and 64:
(b) "Unused Class D Notes Commitmen
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and, as the case may be, the Truste
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(c) (d) (iii) Ledger If: (xx) (yy)
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(ii) (iii) Class B Notes Blockage U
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4. Security made with respect to th
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entitled at any time to institute a
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interest rate hedging transactions
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paragraph (a)(vii) of Condition 10
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interest payable in respect of each
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Intercreditor Arrangements shall be
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Redemption Date") provided that Cla
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until all outstanding Senior Indebt
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on the Noteholders. Upon the expiry
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otherwise be due but for the imposi
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(b) (xii) (xiii) (xiv) Final judgme
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(c) (d) 12. Prescription Notes and
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Resolution represents of the aggreg
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(x) (xi) (xii) (xiii) (xiv) (xv) to
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management or operation of the Coll
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20. Specific Conditions Specific Co
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DESCRIPTION OF THE PORTFOLIO AND MA
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(Definitions)) or (2) the Issuer ha
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"Market Value Price" "Advance Rate"
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espect to which Rating Agency Confi
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"Class B Notes Advance Amount" "Cla
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“Dutch Ineligible Securities” "
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"Excluded Issuer Investments" (xi)
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“High Yield Security” “Intere
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“Net Accrual Amount” (vi) (vii)
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Over-Collateralisation Test, the Cl
Page 123 and 124:
of “Caa1” for the purposes of c
Page 125 and 126:
instrumentality thereof. “Pound S
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Purchase Contracts, Short-Sale Cont
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elated Permitted Short-Sale Obligat
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Collateral Manager on its behalf) r
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Asset Category S&P Senior Advance R
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Asset Category Less than or equal t
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Asset Category Less than or equal t
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FORM OF THE VF NOTES AND THE NOTES
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five years (in the case of interest
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2. Book-Entry Ownership (a) (b) DTC
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Closing Date will be required, by v
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RATINGS OF THE NOTES It is a condit
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Mrs Maria Chr. van der Sluijs Plant
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There may be circumstances where de
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International Business from Northea
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DESCRIPTION OF THE COLLATERAL ADMIN
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DESCRIPTION OF THE COLLATERAL MANAG
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Automatic Termination of the Collat
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DESCRIPTION OF THE TERMS AND CONDIT
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Replacement of VF-1 Noteholders In
Page 165 and 166:
"Interbank Rate Advance" means an A
Page 167 and 168:
DESCRIPTION OF THE SECURITY AND INT
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Senior Indebtedness or Class B Note
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dealings (including in the case of
Page 173 and 174:
"Minor Trade" means a sale or other
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Specified Notes The conditions cons
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any), provided that in relation to
Page 179 and 180:
TAX CONSIDERATIONS General For purp
Page 181 and 182:
the marketing of the Specified Note
Page 183 and 184:
non-contingent principal payments o
Page 185 and 186:
discussion below assumes that the I
Page 187 and 188:
CERTAIN ERISA CONSIDERATIONS The U.
Page 189 and 190:
meets all relevant legal requiremen
Page 191 and 192:
This Offering Circular has been pre
Page 193 and 194:
TRANSFER RESTRICTIONS Because of th
Page 195 and 196:
in a Regulation S Global Note, the
Page 197 and 198:
eliminates United States federal in
Page 199 and 200:
(4) It acknowledges that the Issuer
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GENERAL INFORMATION 1. Clearing Sys
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GLOSSARY € ......................
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Initial Issuance Class B Notes ....
Page 207 and 208:
Short-Sale Contract ...............
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ROCKALL CLO B.V. - Irish Stock Exchange

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