ROCKALL CLO B.V. - Irish Stock Exchange

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have a Market Value Price greater than or equal to €0.95. “Asset Category I-8 Investments” means Mezzanine Loans which (i) are non-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 I-9 Investments” means (i) Mezzanine Loans which (a) are non-Performing, (b) are priced by an Approved Source and (c) have a Market Value Price less than €0.80 and (ii) the portion of the aggregate Market Value of all Mezzanine Loans described in Asset Categories B-7, B-8 and B-9 or I-7 and I-8 above that have an S&P OC Test Rating below “B-“ or of “NR” for the purposes of calculating the S&P Advance Amount or a Moody’s OC Test Rating below “B3” or of “NR” for the purposes of calculating the Moody’s Advance Amount that is in excess of 5 per cent. of Total Capitalisation. “Asset Category I-10 Investments” means (i) non-Performing High Yield Securities priced by an Approved Source and (ii) Loans that are Performing and are Unquoted Investments. “Asset Category K-1 Investments” means (i) Semi-Liquid Securities that are Performing and have an S&P OC Test Rating of “CCC+” or below or “NR” for the purposes of calculating the S&P Advance Amount or a Moody’s OC Test Rating of “Caa1” or below or “NR” for the purposes of calculating the Moody’s Advance Amount and (ii) Structured Product Transactions. “Asset Category K-2 Investments” means Semi-Liquid Securities that are non-Performing. “Participation” “Performing” “Permitted Short-Sale Obligation” “Permitted Short-Sale Transaction” “Person” means a participation in a Loan, provided that Participations shall not include (i) any participations which may be converted into an assignment at any time at the irrevocable option of the Issuer, (ii) any Secured Participations or (iii) any Structured Product Transactions. means, with respect to any Issuer Investment that is a Loan or other form of debt, the issuer of such Issuer Investment is not in default of any payment obligations in respect thereof. means, as of the date the Issuer enters into a Permitted Short-Sale Transaction in respect thereof, a debt Security or Loan (i) that would otherwise qualify as an Issuer Investment, (ii) issued by an obligor that, together with its affiliates, has at least €100 million in principal amount outstanding of indebtedness and (iii) that the Issuer reasonably believes will be available in the market for purchase in order to close the related Permitted Short-Sale Transaction. means a Hedging and Short Sale Transaction (a) that is entered into by the Issuer with an Eligible Counterparty, (b) involving a Permitted Short Sale Obligation with a par value that is no greater than 20 per cent. of the aggregate par amount of the entire issue of which such Permitted Short Sale Obligation is a part, (c) pursuant to which the Issuer (1) borrows such Permitted Short Sale Obligation from, and agrees to return such Permitted Short Sale Obligation (or a substantially equivalent obligation) at a later date to such Eligible Counterparty, (2) sells such Permitted Short Sale Obligation to an unaffiliated third party for cash and (3) deposits the proceeds of such sale in a segregated account and (d) pursuant to which the Issuer (x) may agree to make periodic payments at a specified rate on the notional amount thereof and agrees to make periodic payments as a result of increases in the market value of such Permitted Short Sale Obligation and (y) is entitled to receive payments as a result of decreases in the market value of such Permitted Short Sale Obligation. means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organisation, including a government or political subdivision or an agency or - 115 -
instrumentality thereof. “Pound Sterling” “Protected Market Value” “Protected Price” “Qualifying Country” “Quarterly Mark Security” “Rating Agency Tables” “Rating Procedures” means pound sterling in lawful currency of the United Kingdom. means, with respect to any Issuer Investment that is the subject of a Defensive Hedge Transaction, the Protected Price of such Issuer Investment times the number of units of such Issuer Investment that are held by the Issuer and are the subject of such Defensive Hedge Transaction. means, with respect to any Defensive Hedge Transaction, (i) the agreed strike price at which the Eligible Counterparty to such Defensive Hedge Transaction has agreed to purchase the Issuer Investment that is the subject of such Defensive Hedge Transaction or (ii) the agreed strike price under a Defensive Hedge Transaction pursuant to which the Eligible Counterparty has agreed to pay the Issuer an amount equal to the excess of the agreed strike price over the current price of the Issuer Investment that is the subject of such Defensive Hedge Transaction. means the United Kingdom (including the Channel Islands), Ireland, France, Greece, Spain, Portugal, Iceland, Italy, The Netherlands, Luxembourg, Belgium, Germany, Austria, Liechtenstein, Norway, New Zealand, Sweden, Denmark, Finland, Switzerland, Cayman Islands, Australia, Canada, the United States of America, any country which is or becomes a member of the European Union after the Initial Closing Date and which has a foreign currency S&P issuer credit rating of at least “AA-“ for the purposes of calculating the S&P Advance Amount or a Moody’s long-term sovereign debt rating of at least “Aa2” for the purposes of calculating the Moody’s Advance Amount and any other country confirmed in writing as acceptable by (i) the Designated Approval Representative and (ii) S&P and/or Moody’s (as the case may be) pursuant to a Rating Agency Confirmation. means, as of any date of determination, any Issuer Investment that is an Unquoted Investment for which the Market Value was obtained more than a month prior to such date of determination. means the tables applicable to S&P and Moody’s set out at the end of these definitions and procedures and specifying the Advance Rates. References herein to any rating by S&P or Moody’s shall include estimated ratings and shall also be deemed to include an equivalent rating in a successor rating category of S&P or Moody’s, as the case may be, or if S&P or Moody’s ceases to be in the business of rating securities, an equivalent rating from another rating agency. Notwithstanding any other provision contained herein: (i) (ii) (iii) Issuer Investments that are High Yield Securities that are Performing but are Semi-Liquid Securities will be assigned a rating for the purposes hereof that is one rating category (i.e., three rating subcategories) below the S&P OC Test Rating and the Moody’s OC Test Rating assigned to such High Yield Security; Issuer Investments that are Busted Convertible Bonds will be assigned to an Asset Category into which such Issuer Investments would otherwise fall if they were not convertible securities, provided that the Advance Rate of any Busted Convertible Bonds shall be 95 per cent. of the Advance Rate thereof otherwise determined in accordance with valuation procedures set forth herein; for the purposes of determining the Advance Rate applicable to Issuer Investments in Participations and to a Reference Security for any Hedging and Short-Sale Transactions at any time during the 30 day period referred - 116 -
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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)
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(ii) (iii) Class B Notes Blockage U
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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 and 120: “Net Accrual Amount” (vi) (vii)
Page 121 and 122: Over-Collateralisation Test, the Cl
Page 123: of “Caa1” for the purposes of c
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
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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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