ROCKALL CLO B.V. - Irish Stock Exchange

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DESCRIPTION OF THE ACCOUNTS Establishment The Issuer shall, prior to the Initial Closing Date (subject to the paragraphs below), establish the following accounts with the Custodian pursuant to the Agency Agreement: ● ● ● the Collection Account; the Interest Custody Account; and the Principal Custody Account. Rating Requirement of the Custodian The Custodian shall at all times be a financial institution which satisfies the Rating Requirement applicable thereto, and which is not resident in or operating the Principal Custody Account from The Netherlands. In the event that the Custodian at any time fails to satisfy the applicable Rating Requirement, the Issuer shall use reasonable endeavours to procure that a substitute custodian acceptable to the Trustee, and which satisfies the applicable Rating Requirement, is appointed in accordance with the provisions of the Agency Agreement. Principal Custody Account All proceeds of the issuance of the Notes and VF Notes, amounts received in respect of other Issuer Indebtedness and sums received by or on behalf of the Issuer in respect of the Collateral (including, as the case may be, any Secured Hedging Transactions) will be credited to the Principal Custody Account. All interest accruing on the Principal Custody Account shall be credited thereto and all amounts standing to the credit of the Principal Custody Account from time to time may be reinvested in Issuer Investments. Interest Custody Account The interest received from all Issuer Investments will be credited to the Interest Custody Account and all amounts standing to the credit of the Interest Custody Account from time to time may be reinvested in Issuer Investments. Operation of the Principal Custody Account Subject to the Intercreditor Arrangements and the Security Documents, the Custodian on instructions (including standing instructions) from the Collateral Manager will generally be permitted (A) to (i) invest any interest, dividends, sale proceeds and other cash flow from the Collateral standing to the credit of the Principal Custody Account, (ii) sell any of the Collateral and (iii) invest the net proceeds from the offering of the Notes that are held in the Principal Custody Account and (B) to use any cash in the Principal Custody Account to (i) pay any expenses or obligations of the Issuer, (ii) purchase Issuer Investments or other assets, (iii) make payments in respect of Synthetic Purchase Contracts and Short-Sale Contracts or (iv) reduce the amount of any Debt of the Issuer. Paying Agent Account The Issuer may also, pursuant to the Agency Agreement, establish the Paying Agent Account with the Principal Paying Agent to which funds may be credited from time to time to facilitate payments in respect of the Notes. Collection Account The Issuer may also, pursuant to the Agency Agreement, establish the Collection Account with the Principal Paying Agent. - 147 -
DESCRIPTION OF THE COLLATERAL MANAGEMENT AGREEMENT Introduction The Issuer has appointed Babson Capital Europe Limited to provide collateral management services pursuant to the Collateral Management Agreement. The Issuer has, in the Collateral Management Agreement, delegated to the Collateral Manager the discretion to select and manage the Portfolio with reference to the Market Valuation Manual. Pursuant to the Collateral Management Agreement, the Issuer will delegate authority to the Collateral Manager to carry out certain of its functions in relation to the Portfolio without the requirement for specific approval by the Issuer, the Collateral Administrator or the Trustee. The duties of the Collateral Manager include selecting the composition of the portfolio of Issuer Investments. The Collateral Manager is required to monitor and manage Issuer Investments with a view to seeking compliance with the Over Collateralisation Tests. If it fails to do so by reason of acts constituting wilful misconduct or negligence in the performance of its obligations, the Collateral Manager shall be obliged to indemnify certain parties as more fully described in the Collateral Management Agreement. Fees The fee will be comprised of the following two elements: (a) (b) Management Fee The Collateral Manager will be entitled to receive compensation in the form of a management fee (the "Management Fee") payable in arrear on each Payment Date. The Management Fee will be pro rated for partial periods and be in an amount of 0.50 per cent. of the daily weighted average Market Value of the Issuer Investments (excluding Cash or Cash Equivalents) during the Due Period. The Management Fee will rank in priority to the rights of the Holders of Senior Indebtedness. Incentive Fee On each Payment Date in June, commencing on the Payment Date falling in June 2007 (the “Incentive Fee Payment Date”), the Issuer shall pay the Collateral Manager an incentive fee (the "Incentive Fee") calculated by reference to: (I) (II) each Class E Subordinated Note Outstanding on the Determination Date immediately preceding the Incentive Fee Payment Date; or in the event that any Class E Subordinated Note is redeemed in full on a date other than an Incentive Fee Payment Date, by reference to the date on which such Class E Subordinated Note is so redeemed. The Incentive Fee so referable to each Class E Subordinated Note will be an amount equal to the product of: (A) (B) up to 12.5 per cent. (at the sole discretion of the Collateral Manager); and the positive difference, if any, between: (a) (b) the Net Asset Value (as defined in the Market Valuation Manual) allocable to such Class E Subordinated Note, in the case of (I) above, on the Determination Date immediately preceding the relevant Incentive Fee Payment Date, or, in the case of (II) above, the Determination Date immediately preceding the relevant Redemption Date, or (if applicable) the Valuation Date prior to an Interim Determination Date (as defined below), without, in either case, giving effect to any decreases in such Net Asset Value due to the payment of Class E Additional Interest since the later of the date of issuance of such Class E Subordinated Note and the Valuation Date following the Incentive Fee Payment Date on which an Incentive Fee was last paid in respect thereof; and the product of: (i) [1+(Applicable EURIBOR Rate + 3%)] raised to the power of the amount obtained by dividing the number of days between the Determination Date immediately preceding the relevant Incentive Fee Payment Date and the later of (aa) the date of issuance of such Class E Subordinated Note and (bb) the Incentive Fee Payment Date on which an Incentive Fee was last paid in respect of such Class E Subordinated Note by 365; and - 148 -
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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
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DESCRIPTION OF THE PORTFOLIO AND MA
Page 105 and 106: (Definitions)) or (2) the Issuer ha
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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: DESCRIPTION OF THE COLLATERAL ADMIN
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 ....
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Short-Sale Contract ...............
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ROCKALL CLO B.V. - Irish Stock Exchange

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