ROCKALL CLO B.V. - Irish Stock Exchange

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(p) (q) breakage costs, if any, then due and payable by the Issuer to the Class D Noteholders, in each case, rateably, until paid in full; sixteenth, to pay the Incentive Fee (if any); seventeenth, to pay any amounts remaining following the application of paragraphs (a) to (p) (inclusive) above, rateably to the Holders of the Class E Subordinated Notes for application: (i) (ii) with respect to the Class E-1 Subordinated Notes, as follows: (A) (B) (C) first, in payment of any interest then due and payable to the Class E-1a Preferred Subordinated Notes in full; second, in payment of any Interest then due and payable to the Holders of Class E-1b Subordinated Notes in full; and third, the remainder in payment of any Additional Interest to the Holders of Class E-1b Subordinated Notes; with respect to the Class E-2 Subordinated Notes, as follows: (A) first, in payment of any interest then due and payable to the Holders of Class E-2 Subordinated Notes in full; and (B) second, the remainder in payment of any Additional Interest Amount to the Holders of Class E-2 Subordinated Notes in full. The Security and Intercreditor Deed contains various additional provisions, including those related to maintenance of the Interest Custody Account and Principal Custody Account and the rights, powers and responsibilities of the Security Trustee. Governing Law The Security and Intercreditor Deed will be governed by, and construed in accordance with, English law without regard to conflicts of laws principles, except to the extent that the perfection (and effect of perfection or non-perfection) of any security interest in some portion of the Collateral is governed by the law of a jurisdiction other than that of England and Wales. Definitions For the purposes of this section of this Offering Circular the following terms have the following meanings: "Early Termination Date" means, in relation to a Secured Hedging Agreement, an "Early Termination Date" as defined therein. "Further Notes” or “VF Notes Closing Date" in relation to any Further Notes or VF Notes means the initial date on which any proceeds from such Further Notes or VF Notes are provided to the Issuer. "Further Notes” or “VF Notes" means any Notes or VF Notes issued by the Issuer after the Initial Closing Date. "Intermediate Trade" means a sale or other disposition of any Collateral pursuant to one or more transactions by or on behalf of the Issuer with a Market Value exceeding €1,000,000 but not exceeding €5,000,000 (or their equivalent in other currencies). "Junior Secured Creditor" means the Holder of a Junior Secured Obligation "Junior Secured Obligations" means: (a) (b) (c) (d) prior to the Senior Discharge Date, any Class B Notes, Class C Notes, Class D Notes and/or Class E Subordinated Notes; following the Senior Discharge Date but prior to the Class B Notes Discharge Date, any Class C Notes, Class D Notes and/or Class E Subordinated Notes; following the Class B Notes Discharge Date but prior to the Class C Notes Discharge Date, any Class D Notes and/or Class E Subordinated Notes; and following the Class C Notes Discharge Date but prior to the Class D Notes Discharge Date, any Class E Subordinated Notes, including, in each case, any amount comprising a payment of any principal, premium, interest, commitment fees or breakage costs (if any) other than to the Controlling Class, as the context may require. "Major Trade" means a sale or other disposition of any Collateral pursuant to one or more transactions by or on behalf of the Issuer with a Market Value exceeding €5,000,000 (or its equivalent in other currencies). - 163 -
"Minor Trade" means a sale or other disposition of any Collateral pursuant to one or more transactions by or on behalf of the Issuer with a Market Value not exceeding €1,000,000 (or its equivalent in other currencies). "Permitted Action" means any steps taken by or on the instruction of a Principal Secured Creditor to (a) demand payment, declare prematurely due and payable or otherwise seek to accelerate payment of all or any part of the Principal Secured Obligations, (b) recover all or any part of the Principal Secured Obligations (including, without limitation, by exercising any rights of set-off or combination of accounts), (c) declare an Early Termination Date under any Secured Hedging Agreement or demand payment of all or any part of any amount which would become payable following an Early Termination Date or (d) instruct the Security Trustee to exercise or enforce any part of the security created pursuant to the Security and Intercreditor Deed or any other rights of the Security Trustee under the Security Documents, in each case, excluding any steps prohibited by any limited recourse provisions under the Transaction Documents. "Permitted Dealing" means (a) the acquisition and sale of any Collateral by or on behalf of the Issuer, (b) transfers to, withdrawals from, and the maintenance of, the Principal Custody Account or Interest Custody Account (as the case may be) in accordance with the Agency Agreement, (c) the administration of the Accounts in accordance with the Transaction Documents (including the payment of expenses therefrom or directing the investment of funds therein) or (d) any other minor incidental administrative actions relating to the Collateral which are not detrimental to the interests of the Secured Creditors. "Principal Secured Creditors" means (a) the Placement Agent (solely in respect of any Dealer Fees) and (b) the Noteholders from time to time. "Principal Secured Obligations" means that part of the Secured Obligations due from time to time to the Principal Secured Creditors. - 164 -
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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
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(Definitions)) or (2) the Issuer ha
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"Market Value Price" "Advance Rate"
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espect to which Rating Agency Confi
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"Class B Notes Advance Amount" "Cla
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“Dutch Ineligible Securities” "
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"Excluded Issuer Investments" (xi)
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“High Yield Security” “Intere
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“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
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: dealings (including in the case of
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 ....
Page 207 and 208: Short-Sale Contract ...............
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ROCKALL CLO B.V. - Irish Stock Exchange

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