ROCKALL CLO B.V. - Irish Stock Exchange

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such Cash or Cash Equivalents are held for a period of five Business Days or fewer and (2) zero per cent., if such Cash or Cash Equivalents are held for more than five Business Days, of the Advance Rate thereof otherwise determined in accordance with the above procedures and the Moody's Advance Rate applicable to Cash or Cash Equivalents denominated in Eligible Foreign Currencies other than Pounds Sterling or U.S. Dollars shall be 95 per cent.; "Aggregate Counterparty Exposure" (iii) (iv) (v) the Advance Rate of any Non-Cash Pay Instrument that is not a Government Security shall be 95 per cent. of the Advance Rate thereof otherwise determined in accordance with the above procedures; the S&P Advance Rates applicable to any non US Asset which is a Mezzanine Loan or Second Lien Loans of which the aggregate Market Value is in excess of 7.5 per cent. of Total Capitalisation and less than or equal to 20 per cent. of Total Capitalisation shall be 66 2 / 3 per cent. of the S&P Advance Rates thereof otherwise determined in accordance with the above procedures; and the S&P Advance Rates applicable to any US Asset which is a Mezzanine Loan or Second Lien Loan of which the aggregate Market Value is in excess of 7.5 per cent. of Total Capitalisation and less than 12.5 per cent. of Total Capitalisation shall be 66 2 / 3 per cent. of the S&P Advance Rates thereof otherwise determined in accordance with the above procedures; and the Advance Rate applicable to any Unquoted Investment for which the most recent quote is more than three months old shall be zero. means, for the purposes of calculating the S&P Advance Amount, on any date of determination, the excess of (A) the sum of (i) the aggregate Market Value of Issuer Investments consisting of Participations with Eligible Selling Institutions having either (x) a short-term S&P issuer credit rating of less than "A-1+" or (y) with respect to any Eligible Selling Institution that has no such short-term S&P issuer credit rating, then a long-term S&P issuer credit rating of less than "AAA", (ii) the aggregate Market Value of each Defensive Hedge Transaction, Short-Sale Contract and Synthetic Purchase Contract, in each case with a positive Market Value and an Eligible Counterparty with either (x) a short-term S&P issuer credit rating of less than "A-1+" or (y) with respect to such Eligible Counterparty that has no such short-term S&P issuer credit rating, then a long-term S&P issuer credit rating of less than "AAA" and (iii) the aggregate amount of cash posted to Eligible Counterparties with either (x) a short-term S&P issuer credit rating of less than "A-1+" or (y) with respect to any such Eligible Counterparty that has no such short-term S&P issuer credit rating, then a long-term S&P issuer credit rating of less than "AAA" in respect of Short-Sale Contracts and Synthetic Purchase Contracts over (B) the portion of (A) pursuant to which an Eligible Counterparty has agreed to maintain collateral posted with the Issuer and with respect to which Rating Agency Confirmation has been received and, for the purposes of calculating the Moody's Advance Amount, on any date of determination, the excess of (A) the sum of (i) the aggregate Market Value of Issuer Investments consisting of Participations with Eligible Selling Institutions having a long-term Moody's senior unsecured rating of less than "Aaa", (ii) the aggregate Market Value of each Defensive Hedge Transaction, Short-Sale Contract and Synthetic Purchase Contract, in each case with a positive Market Value and an Eligible Counterparty with a long-term Moody's senior unsecured rating of less than "Aaa" and (iii) the aggregate amount of cash posted to Eligible Counterparties with a long-term Moody's senior unsecured rating of less than "Aaa" in respect of Short-Sale Contracts and Synthetic Purchase Contracts over (B) the portion of (A) pursuant to which an Eligible Counterparty has agreed to maintain collateral posted with the Issuer and with - 99 -
espect to which Rating Agency Confirmation has been received. "Approved Dealer" "Approved <strong>Exchange</strong>" "Approved Industry" "Approved Investment Banking Firm" "Approved Pricing Service" "Approved Source" "Approved Third-Party Appraiser" means (a) in the case of any Issuer Investment that is not a Government Security of a Qualifying Country, any bank or broker-dealer set forth in Schedule 7 to the Collateral Management Agreement (or any successor to any such listed bank or broker-dealer) or any other bank or broker-dealer designated by the Issuer (or the Collateral Manager on its behalf) in writing and approved by (i) the Designated Approval Representative in its reasonable discretion (acting in good faith and in a commercially reasonable manner) and (ii) S&P and/or Moody's (as the case may be) pursuant to a Rating Agency Confirmation and (b) in the case of a Government Security of a Qualifying Country, any primary dealer in Government Securities of such Qualifying Country, as reported by the Central Bank of such Qualifying Country or the European Central Bank for Member States. means any exchange or quotation system providing regularly published securities prices listed in Schedule 12 to the Collateral Management Agreement or any other exchange designated by the Issuer (or the Collateral Manager on its behalf) in writing and approved by (i) the Designated Approval Representative in its reasonable discretion (acting in good faith and in a commercially reasonable manner) and (ii) S&P and/or Moody's (as the case may be) pursuant to a Rating Agency Confirmation. means a single industry category that is listed in Schedule 8 to the Collateral Management Agreement, or any other industry category designated by the Issuer (or the Collateral Manager on its behalf) in writing and approved by S&P and/or Moody's (as the case may be) pursuant to a Rating Agency Confirmation. means any investment banking firm set forth in Schedule 9 to the Collateral Management Agreement (or any successor to any such investment banking firm) or any other investment banking firm designated by the Issuer in writing and approved by (i) the Designated Approval Representative in its reasonable discretion (acting in good faith and in a commercially reasonable manner) and (ii) S&P and/or Moody's (as the case may be) pursuant to a Rating Agency Confirmation. means a pricing or quotation service set forth in Schedule 10 to the Collateral Management Agreement (or any successor to any such listed pricing service) or any other pricing or quotation service designated by the Issuer (or the Collateral Manager on its behalf) in writing and approved by (i) the Designated Approval Representative in its reasonable discretion (acting in good faith and in a commercially reasonable manner) and (ii) S&P and/or Moody's (as the case may be) pursuant to a Rating Agency Confirmation. means any of (i) two Approved Dealers and/or Approved Investment Banking Firms (so long as the lower of two bid prices is being used) and three Approved Dealers and/or Approved Investment Banking Firms (if the average of three bid prices is being used), (ii) an Approved <strong>Exchange</strong> or (iii) an Approved Pricing Service; provided that, for the purposes of the Over-Collateralisation Tests, a Loan or High Yield Security which is an Issuer Investment shall be considered "quoted" or "priced" by an Approved Source only if, in the reasonable judgment of the Issuer (or the Collateral Manager on its behalf), such Approved Source will continue to provide quotations with respect to such Loan or High Yield Security on an on-going basis in the ordinary course of its business as a pricing service or dealer, as the case may be. means a third-party appraiser that is not an Affiliate of either the Issuer or the Collateral Manager (or subject to an agreement to become such an Affiliate) which is set forth in Schedule 11 to the Collateral Management Agreement (or any successor to or any Affiliate of any such appraiser that is engaged in the business of - 100 -
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ROCKALL CLO B.V. (a private limited
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OFFER/INVITATION/DISTRIBUTION RESTR
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Each purchaser of VF Notes and Note
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NOTES AND NOTES HAVE NOT BEEN OFFER
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CONTENTS Page SUMMARY..............
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6 Holders of the Class E-1b Subordi
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Principal Payments on the Notes Red
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Payments (see the section of this O
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for each calendar week and (y) to t
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the Security Trustee shall, if dire
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with the Over-Collateralisation Tes
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ERISA Considerations Limited Recour
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1.7 Removal of Credit Enhancement T
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made until payment in full of all o
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inter-company guarantees such a pro
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orrower. A Selling Institution voti
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may have an associated Secured Hedg
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will be to enable the Custodian, on
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2.25 Disclosure of Portfolio The Is
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Investments to properly plan for ex
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3.12 Volatility of the Class E Subo
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sections of these Risk Factors head
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may also act as counterparty with r
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"Account-Holding Bank" means (a) in
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"Class C Notes" means the Initial I
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(c) (d) (e) (f) Noteholders represe
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"Exchange Date" means a day falling
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"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 and 100: management or operation of the Coll
Page 101 and 102: 20. Specific Conditions Specific Co
Page 103 and 104: DESCRIPTION OF THE PORTFOLIO AND MA
Page 105 and 106: (Definitions)) or (2) the Issuer ha
Page 107: "Market Value Price" "Advance Rate"
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
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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
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"Interbank Rate Advance" means an A
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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
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"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
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TAX CONSIDERATIONS General For purp
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the marketing of the Specified Note
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non-contingent principal payments o
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discussion below assumes that the I
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CERTAIN ERISA CONSIDERATIONS The U.
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meets all relevant legal requiremen
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This Offering Circular has been pre
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TRANSFER RESTRICTIONS Because of th
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in a Regulation S Global Note, the
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eliminates United States federal in
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(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 ....
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Short-Sale Contract ...............
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ROCKALL CLO B.V. - Irish Stock Exchange

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