ROCKALL CLO B.V. - Irish Stock Exchange

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fully qualified in 2006. Edward's responsibilities include Duchess Fund and segregated fund reporting, as well as Fund accounting and monitoring within the loan administration team. George Williams, Financial Controller, joined Babson Capital Europe in October 2005 from Schroders Plc after 11 years working within the Finance team. Most recently George was Financial Controller for Schroder & Co., the private bank within the Schroders Group. Prior to this, George spent three years within the Financial Markets division supporting a diverse range of Treasury and Structured Products, and three years within the Group Finance team. George qualified as an ACMA in 1994 while working for Marsh & McLennan Inc, he also holds a BSc (Hons) in Chemical Engineering from Aston University. George’s responsibilities at Babson Capital Europe include financial and management reporting, regulatory compliance, and overseeing controls over the Company’s assets and financial processes. Shabana Akram, Finance Assistant, joined in December 2005 from State Street Bank and Trust where her primary responsibilities included the daily preparation of the P&L and reconciliation of Futures activity. In addition she also managed the daily cash reconciliations and several Suspense and Nostro accounts. Shabana’s responsibilities include loan administration and reconciliations for all the Duchess funds. Tom Cresswell, Finance Assistant, joined March 2005 from Schroders Investment Management where he was responsible for daily reconciliation of cash activities and monthly valuations on a number of UK funds. Tom graduated from the University of Newcastle upon Tyne with a BA hons in Economics and Accounting in 2004. His role at Babson Capital Europe includes loan administration and reconciliations for all of the Duchess funds. Duschanca Singh, Finance Assistant, joined Babson Capital Europe in August 2004. Prior to moving to the UK, she worked at St George Bank Limited in Sydney, Australia where she was the Senior Loan Approvals Officer, responsible for the day to day running of the Loans, Documentation and Reconciliations (LDR) team. Her previous experience at St George Bank also includes five years of equity and managed fund settlements and reconciliations. Duschanca holds a diploma of Financial Markets from the Securities Institute of Australia. Her role at Babson Capital Europe includes loan administration and reconciliations for all of the Duchess Funds. Chris Sawyer, Settlements, joined in September 2005 from Brunel University, London where he graduated with a BSc in Economics and Business Finance. Whilst at Brunel he gained experience with Dexia Public Finance Bank working on research and monitoring projects on their PFI and PPP projects and then at ICAP, a large UK based inter-dealer broker working in their Group Finance department. Chris's primary responsibilities at Babson Capital Europe include the settlement of debt securities and loan administration for Babson Capital Europe. Investor Relations Anna Jones, Investor Relations, joined in 2001 from Merrill Lynch where she was acting Head of Advertising and Marketing for their Europe, Middle East and African region. Prior to working for Merrill Lynch, she participated in a number of internship programmes, including Corporate Broking at Dresdner Kleinwort Benson and, whilst living in Hong Kong, Private Equity for Dah Sing Bank and Corporate Finance for Jardine Fleming. She holds a BSc from Leeds University. Anna’s responsibilities include investor relations, fundraising and marketing for Babson Capital Europe. Compliance Desirée Hounsom, Compliance and Legal Associate, joined in April 2001 from Investec Bank where she spent two years working in the Private Bank division focusing on property finance deals and related loan and legal documentation. Desirée graduated with an LLB from the University of South Africa in 1995, and was admitted as an attorney in 1998 after completing her articles. Desirée is responsible for handling legal and compliance issues relating to Babson Capital Europe. - 145 -
DESCRIPTION OF THE COLLATERAL ADMINISTRATOR General ABN AMRO Bank N.V. (London Branch) is registered as an oversea company with the registry of companies for England and Wales with company registration number FC006193 and branch number BR001029. In the United Kingdom, ABN AMRO Bank N.V. (London Branch) has been authorised to accept deposits, is regulated by the Financial Services Authority and is subject to its Conduct of Business Rules. - 146 -
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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
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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
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: International Business from Northea
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 € ......................
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Initial Issuance Class B Notes ....
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Short-Sale Contract ...............
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