ROCKALL CLO B.V. - Irish Stock Exchange

More documents

Recommendations

Info

(b) (c) (d) Notes existing at the time of issue of such additional Class E Subordinated Notes, to the extent that the five year amortisation period applicable to such issuance costs has not expired as at the Closing Date of the additional Class E Subordinated Notes to be acquired by the New Holders. In addition to the foregoing, the Issuer may also from time to time without the consent of the Noteholders of any Class but subject to the Intercreditor Arrangements, create and issue further notes provided (x) the requirements of (ii) to (ix) above and certain additional conditions contained in the Master Trust Deed are satisfied and (y) the Conditions of such notes incorporate the Base Conditions as amended in accordance with the provisions of the same and the Master Trust Deed. Any further notes forming a single series with Notes constituted by the Trust Deed or any deed supplemental to it shall be constituted by a deed supplemental to the Trust Deed and any notes issued pursuant to Condition 17(b) shall be constituted by a Trust Instrument pursuant to the Master Trust Deed. Any Class E Subordinated Notes issued pursuant to Condition 17(a) which have a Non-Call Period which differs from that of any Class E Subordinated Notes already in issue, shall only be consolidated and form a single series with such Outstanding Class E Subordinated Notes once the Non-Call Period applicable to such new issue and the Non-Call Period applicable to such Outstanding Class E Subordinated Notes have both expired. Noteholders should be aware that additional notes that are treated for non-tax purposes as a single series with the original Notes may be treated as a separate series for U.S. federal income tax purposes. In such case, the new notes may be considered to have been issued with "original issue discount" (as defined in the Offering Circular headed "Tax Considerations – United States Federal Income Taxation"), which may affect the market value of the original Notes since such additional notes may not be distinguishable from the original Notes. 18. Third-Party Rights The Amendment Buy-Out Purchaser may enforce any right contained in these Conditions to the extent that these Conditions express that the Amendment Buy-Out Purchaser has such right in accordance with Condition 14(c) (Modification and Waiver). Except as provided above, no person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999. 19. Governing Law (a) (b) (c) Governing Law The Trust Deed and the Notes of each Class are governed by and shall be construed in accordance with English law. Jurisdiction The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the Notes, and accordingly any legal action or proceedings arising out of or in connection with the Notes ("Proceedings") may be brought in such courts. The Issuer has in the Trust Deed irrevocably submitted to the jurisdiction of such courts and waives any objection to Proceedings in any such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Noteholders and the Trustee and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). Agent for Service of Process The Issuer appoints TMF Management (UK) Ltd., of Atlas House, 1 King Street, London EC2V 8AU as its agent in England to receive service of process in any Proceedings in England based on any of the Notes. If for any reason the Issuer does not have such an agent in England, it will promptly appoint a substitute process agent and notify the Trustee and the Noteholders of such appointment. Nothing herein shall affect the right to service of process in any other manner permitted by law. - 91 -
20. Specific Conditions Specific Conditions set out below as "Other terms" may include, but shall not be limited to, the issue of Notes in currencies other than Euro and differing redemption procedures, bases for the calculation of interest and Business Days and other market conventions applicable to such Notes. €100,000,000 Class A-1 Secured Floating Rate Notes due 2013 Specified Notes: Maturity Date: 15 June 2013 Closing Date: Rating: Fixed Rate Notes: Floating Rate Notes: Class A-1 Senior Secured Floating Rate Notes Initial Closing Date AAA from S&P, Aaa from Moody's N/A Yes Relevant Margin: 0.29% Other terms: €6,250,000 Class B-1 Secured Floating Rate Notes due 2013 Specified Notes: Maturity Date: 15 June 2013 Closing Date: Rating: Fixed Rate Notes: Floating Rate Notes: Non-call period from and including the Initial Closing Date to, but excluding, the Payment Date falling on 15 June 2007. Class B-1 Second Senior Secured Floating Rate Notes Initial Closing Date AA from S&P, Aa2 from Moody's N/A Yes Relevant Margin: 0.48% Other terms: €12,250,000 Class C-1 Secured Floating Rate Notes due 2013 Specified Notes: Maturity Date: 15 June 2013 Closing Date: Rating: Fixed Rate Notes: Floating Rate Notes: Non-call period from and including the Initial Closing Date to, but excluding, the Payment Date falling on 15 June 2007. Class C-1 Third Senior Secured Floating Rate Notes Initial Closing Date A from S&P, A2 from Moody's N/A Yes Relevant Margin: 0.73% Other terms: €12,250,000 Class D-1 Secured Floating Rate Notes due 2013 Specified Notes: Maturity Date: 15 June 2013 Closing Date: Rating: Fixed Rate Notes: Floating Rate Notes: Non-call period from and including the Initial Closing Date to, but excluding, the Payment Date falling on 15 June 2007. Class D-1 Fourth Senior Secured Floating Rate Notes Initial Closing Date BBB from S&P, Baa2 from Moody's N/A Yes Relevant Margin: 1.65% - 92 -
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 and 10:
CONTENTS Page SUMMARY..............
Page 11 and 12:
6 Holders of the Class E-1b Subordi
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
Page 65 and 66: and, as the case may be, the Truste
Page 67 and 68: (c) (d) (iii) Ledger If: (xx) (yy)
Page 69 and 70: (ii) (iii) Class B Notes Blockage U
Page 71 and 72: 4. Security made with respect to th
Page 73 and 74: entitled at any time to institute a
Page 75 and 76: interest rate hedging transactions
Page 77 and 78: paragraph (a)(vii) of Condition 10
Page 79 and 80: interest payable in respect of each
Page 81 and 82: Intercreditor Arrangements shall be
Page 83 and 84: Redemption Date") provided that Cla
Page 85 and 86: until all outstanding Senior Indebt
Page 87 and 88: on the Noteholders. Upon the expiry
Page 89 and 90: otherwise be due but for the imposi
Page 91 and 92: (b) (xii) (xiii) (xiv) Final judgme
Page 93 and 94: (c) (d) 12. Prescription Notes and
Page 95 and 96: Resolution represents of the aggreg
Page 97 and 98: (x) (xi) (xii) (xiii) (xiv) (xv) to
Page 99: management or operation of the Coll
Page 103 and 104: DESCRIPTION OF THE PORTFOLIO AND MA
Page 105 and 106: (Definitions)) or (2) the Issuer ha
Page 107 and 108: "Market Value Price" "Advance Rate"
Page 109 and 110: espect to which Rating Agency Confi
Page 111 and 112: "Class B Notes Advance Amount" "Cla
Page 113 and 114: “Dutch Ineligible Securities” "
Page 115 and 116: "Excluded Issuer Investments" (xi)
Page 117 and 118: “High Yield Security” “Intere
Page 119 and 120: “Net Accrual Amount” (vi) (vii)
Page 121 and 122: Over-Collateralisation Test, the Cl
Page 123 and 124: of “Caa1” for the purposes of c
Page 125 and 126: instrumentality thereof. “Pound S
Page 127 and 128: Purchase Contracts, Short-Sale Cont
Page 129 and 130: elated Permitted Short-Sale Obligat
Page 131 and 132: Collateral Manager on its behalf) r
Page 133 and 134: Asset Category S&P Senior Advance R
Page 135 and 136: Asset Category Less than or equal t
Page 137 and 138: Asset Category Less than or equal t
Page 139 and 140: FORM OF THE VF NOTES AND THE NOTES
Page 141 and 142: five years (in the case of interest
Page 143 and 144: 2. Book-Entry Ownership (a) (b) DTC
Page 145 and 146: Closing Date will be required, by v
Page 147 and 148: RATINGS OF THE NOTES It is a condit
Page 149 and 150: Mrs Maria Chr. van der Sluijs Plant
Page 151 and 152:
There may be circumstances where de
Page 153 and 154:
International Business from Northea
Page 155 and 156:
DESCRIPTION OF THE COLLATERAL ADMIN
Page 157 and 158:
DESCRIPTION OF THE COLLATERAL MANAG
Page 159 and 160:
Automatic Termination of the Collat
Page 161 and 162:
DESCRIPTION OF THE TERMS AND CONDIT
Page 163 and 164:
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
Page 169 and 170:
Senior Indebtedness or Class B Note
Page 171 and 172:
dealings (including in the case of
Page 173 and 174:
"Minor Trade" means a sale or other
Page 175 and 176:
Specified Notes The conditions cons
Page 177 and 178:
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
Page 201 and 202:
GENERAL INFORMATION 1. Clearing Sys
Page 203 and 204:
GLOSSARY € ......................
Page 205 and 206:
Initial Issuance Class B Notes ....
Page 207 and 208:
Short-Sale Contract ...............
show all

ROCKALL CLO B.V. - Irish Stock Exchange

Create successful ePaper yourself

Delete template?

Save as template?