ROCKALL CLO B.V. - Irish Stock Exchange

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thereon) and Administrative Expenses), including any fees and expenses payable to any Representative under any Permitted Debt Document. Any such amounts not payable in Euro shall be converted into Euro at the then-current spot rate (after taking into account the effect of any Currency Hedging Transaction with respect thereto). “Net Asset Value” “Net Exposure Component” “Net Value” “Non-Cash Pay Instrument” “Non-Credit Risk Security” “Non-Excluded Issuer Investments” “Over-Collateralisation Tests” means, as of any date of determination, an amount equal to the Market Value of all Issuer Investments as of such date minus the principal amount outstanding of all of the Issuer’s Debt other than the Class E Subordinated Notes as of such date plus the positive or negative value of the Net Accrual Amount as of such date. means, with respect to each Interest Rate Hedging Transaction and Currency Hedging Transaction, an amount equal to the current unwind value to the Issuer on such date of determination of such Interest Rate Hedging Transaction or Currency Hedging Transaction; provided that the “Net Exposure Component” of each Interest Rate Hedging Transaction and each Currency Hedging Transaction that has a positive Net Exposure Component and a counterparty that is not an Eligible Counterparty shall be zero. Means in relation to the Unhedged Excess Amount in respect of all non-Euro Issuer Investments denominated in a particular currency, the Market Value of such Issuer Investments less the par amount of associated liabilities in respect of such Issuer Investments subject to a minimum of zero. means, unless otherwise determined pursuant to Rating Agency Confirmation a Loan or a High Yield Security that (a) does not provide for the payment of cash interest or provides for the total deferral of interest until the final maturity thereof, (b) is a debt security that has an initial rate of interest on the date of purchase or acquisition thereof of less than 5 per cent. per annum and provides for an increase in the rate of interest payable in respect thereof at any time after the date it was purchased or acquired (other than any increase resulting from (i) a change in a generally recognised floating rate interest rate index, (ii) a change in the weighted average interest rate on underlying collateral in the case of Securities the interest rate on which is based on such weighted average interest rate or (iii) a change in an interest rate spread or margin or the financial performance of the issuer resulting from an announced change in the rating of the issuer’s debt obligations) or (c) is a debt security that provides for the partial deferral of interest until the final maturity thereof and which has cash interest payable without deferral at a rate per annum less than (x) with respect to Issuer Investments bearing interest at a fixed rate, 5 per cent. per annum and (y) with respect to Issuer Investments bearing interest at a floating rate, EURIBOR plus 1 per cent. per annum. For the purposes of clause (b) of this definition, if the interest rate is increased to 5 per cent. or more per annum, then at the time of the increase of such interest rate, the Security will cease to be a “Non-Cash Pay Instrument”. means a security with respect to which an institutional money manager would determine its value primarily by reference to factors other than (a) the coupon (or the coupon as adjusted for any purchase discount or premium) in relation to prevailing market yields and/or (b) the credit worthiness of the issuing entity and/or (c) the adequacy of the underlying financial assets supporting such security to ensure the repayment of the security according to its terms (which adequacy may be measured by a credit analysis of the likelihood of the obligors under such underlying assets to pay according to the terms of such underlying assets and/or an analysis of the sufficiency of the income streams thereon to meet the payment terms of the security). means, at any date, all Issuer Investments in the Collateral on such date other than Excluded Issuer Investments. means the Senior Over-Collateralisation Test, the Class B Notes - 111 -
Over-Collateralisation Test, the Class C Over-Collateralisation Test and the Class D Notes Over-Collateralisation Test. For the purposes of the Over-Collateralisation Tests, the Issuer shall assign each Issuer Investment (other than Synthetic Purchase Contracts, Short-Sale Contracts and Defensive Hedge Transactions) and each Reference Security to one of the following categories (each, an “Asset Category”) commencing upon the initial acquisition thereof (and, for the purposes of this categorisation, the Market Value Price of an Issuer Investment trading at par is equal to €1.00): “Asset Category A-1 Investments” means Cash and Cash Equivalents or Government Securities that mature on the Business Day next following the date of acquisition thereof. “Asset Category A-2 Investments” means Cash Equivalents and Government Securities with final maturities of less than or equal to 183 days (other than those described in the definition of Asset Category A-1 Investments). “Asset Category A-3 Investments” means Government Securities with final maturities of more than 183 days but less than or equal to 2 years. “Asset Category A-4 Investments” means Government Securities with final maturities of more than 2 years but less than or equal to 5 years. “Asset Category A-5 Investments” means Government Securities with final maturities of more than 5 years but less than or equal to 10 years. “Asset Category A-6 Investments” means Government Securities with final maturities of more than 10 years but less than or equal to 30 years. “Asset Category B-1 Investments” means Senior Secured Loans and Senior Unsecured Loans which (i) are Performing, (ii) are priced by an Approved Source and (iii) have a Market Value Price greater than or equal to €0.95. “Asset Category B-2 Investments” means Senior Secured Loans and Senior Unsecured Loans which (i) are Performing, (ii) are priced by an Approved Source and (iii) have a Market Value Price greater than or equal to €0.80 and less than €0.95. “Asset Category B-3 Investments” means Senior Secured Loans and Senior Unsecured Loans which (i) are Performing, (ii) are priced by an Approved Source and (iii) have a Market Value Price less than €0.80. “Asset Category B-4 Investments” means Second Lien Loans which (i) are Performing, (ii) are priced by an Approved Source and (iii) have a Market Value Price greater than or equal to €0.95. “Asset Category B-5 Investments” means Second Lien Loans which (i) are Performing, (ii) are priced by an Approved Source and (iii) have a Market Value Price greater than or equal to €0.80 and less than €0.95. “Asset Category B-6 Investments” means Second Lien Loans which (i) are Performing, (ii) are priced by an Approved Source and (iii) have a Market Value Price less than €0.80. “Asset Category B-7 Investments” means Mezzanine Loans which (i) are Performing, (ii) are priced by an Approved Source and (iii) have a Market Value Price greater than or equal to €0.95. “Asset Category B-8 Investments” means Mezzanine Loans which (i) are Performing, (ii) are priced by an Approved Source and (iii) have a Market Value Price greater than or equal to €0.80 and less - 112 -
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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
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"Permitted Short-Sale Exposure" mea
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the ratio of (i) the number of days
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accounts so as to effect payment of
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(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)
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 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: “Net Accrual Amount” (vi) (vii)
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
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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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