ROCKALL CLO B.V. - Irish Stock Exchange

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TERMS AND CONDITIONS The following (excluding sections of text in italics appearing between any of the same) are the terms and conditions of each of the Specified Notes, substantially in the form in which they will be endorsed on such Specified Notes if issued in Definitive Note form, which will be incorporated by reference into the Global Notes of each Class representing the Notes, subject to the provisions of such Global Notes, some of which will modify the effect of these Conditions. See the section of this Offering Circular headed "Form of the VF Notes and the Notes". The issue of the Specified Notes of Rockall CLO B.V. (the "Issuer" which term shall include any successor thereto or substitute therefor) was authorised by resolution of the Board of Managing Directors of the Issuer dated 20 June 2006. The Specified Notes are constituted by a trust instrument dated the Closing Date (as amended or supplemented from time to time, the "Relevant Trust Instrument") pursuant to a master trust deed dated the Initial Closing Date (as amended from time to time, the "Master Trust Deed" and together with the Relevant Trust Instrument and the other Trust Instruments, the "Trust Deed") in each case between (amongst others) the Issuer and ABN AMRO Trustees Limited, in its capacity as trustee (the "Trustee", which expression shall include any successor and all persons for the time being the trustee or trustees under the Trust Deed) for the Noteholders from time to time. These Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed (which includes the forms of the certificates representing the Specified Notes). The following agreements, amongst others, will be, or have been, entered into in relation to the Notes: (a) an agency agreement dated on or about the Initial Closing Date (as amended from time to time, the "Agency Agreement") between, amongst others, the Issuer, LaSalle Bank National Association as registrar (in such capacity, the “Registrar”, which term shall include any successor or substitute registrar appointed pursuant to the terms of the Agency Agreement), NCB Stockbrokers Limited as the Irish paying agent (the "Irish Paying Agent", which term shall include any successor thereto or substitute therefor appointed pursuant to the terms of the Agency Agreement) and each of ABN AMRO Bank N.V. (London Branch) as the initial transfer agents and together with the Registrar, (the "Transfer Agents"), ABN AMRO Bank N.V. (London Branch) as principal paying agent, calculation agent and custodian (respectively, the "Principal Paying Agent" and, together with the Irish Paying Agent, the "Paying Agents", the "Calculation Agent" and the "Custodian", which terms shall include any successor thereto or substitute therefor, appointed pursuant to the terms of the Agency Agreement) and the Trustee, (b) a Collateral Management Agreement dated on or about the Initial Closing Date (as amended from time to time, the "Collateral Management Agreement") between Babson Capital Europe Limited (the "Collateral Manager", which term shall include any successor thereto or substitute therefor appointed pursuant to the terms of the Collateral Management Agreement) as manager of the portfolio of Issuer Investments (as defined in the Market Valuation Manual), the Issuer, ABN AMRO Bank N.V. (London Branch) as collateral administrator (the "Collateral Administrator", which term shall include any successor thereto or substitute therefor appointed pursuant to the terms of the Collateral Administration Agreement) and the Trustee, (c) a collateral administration agreement dated on or about the Initial Closing Date (as amended from time to time, the "Collateral Administration Agreement") between the Collateral Administrator, the Issuer, the Trustee and the Collateral Manager, (d) certain Secured Hedging Agreements (as defined in Condition 1 (Definitions)) each between the Issuer and a Secured Hedging Counterparty, (e) the security and intercreditor deed dated on or about the Initial Closing Date (as amended from time to time, the "Security and Intercreditor Deed") between, amongst others, the Trustee in its capacity as Security Trustee (the "Security Trustee", which term shall include any successor thereto or substitute therefor appointed pursuant to the terms of the Security and Intercreditor Deed) and the Issuer, (f) a management agreement dated on or about the Initial Closing Date (as amended from time to time, the "Management Agreement") between the Issuer and the Managing Directors, which term shall include any successor thereto or substitute therefor appointed pursuant to the terms of the Management Agreement, and (g) the Pledge Agreement (as defined in Condition 1 (Definitions)). Copies of the Trust Deed, the Agency Agreement, the Collateral Management Agreement, the Deposit Agreement, the Collateral Administration Agreement, the Security and Intercreditor Deed, each Secured Hedging Agreement, the Management Agreement and the Pledge Agreement are available for inspection during usual business hours at the principal office of the Trustee (presently at 82 Bishopsgate, London EC2N 4BN, England) and at the Specified Offices of the Transfer Agents for the time being. The Holders of each Class of Notes are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of, the Security and Intercreditor Deed, the Master Trust Deed and the Trust Instrument pursuant to which their Notes are issued and are deemed to have notice of all the provisions of the Agency Agreement, the Collateral Management Agreement, the Collateral Administration Agreement and the other Transaction Documents applicable to them. 1. Definitions (a) In these terms and conditions, capitalised terms not defined below have the meanings given to them in the Market Valuation Manual and the following definitions apply throughout these terms and conditions unless the context requires otherwise: "Acceleration Notice" has the meaning given thereto in the Security and Intercreditor Deed. - 37 -
"Account-Holding Bank" means (a) in respect of the Paying Agent Account, the Principal Paying Agent and (b) in respect of the Principal Custody Account and the Interest Custody Account, the Custodian. "Accounts" means the Interest Custody Account(s), the Principal Custody Account(s), the Collection Account and the Paying Agent Account and any other accounts established by the Issuer pursuant to the Agency Agreement from time to time. "Additional Interest" in respect of the Class E Subordinated Notes means amounts available for disbursement as additional interest paid in accordance with Condition 3(c) (Payment of Amounts), Condition 3(d) (Restricted Payments) and Condition 6 (Interest), as specified as such in Condition 20 (Specific Conditions) applicable thereto. "Administrative Expenses" means the Issuer Fee together with amounts due and payable by the Issuer to: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) the independent accountants, agents and counsel of the Issuer, including amounts payable to the Agents each pursuant to the Agency Agreement or, as the case may be, the relevant Trust Instrument; any Rating Agency in respect of the monitoring or surveillance of any VF Notes and Rated Notes as the case may be or a confidential credit estimate in relation to any of the Issuer Investments for fees and expenses in connection with any such monitoring, surveillance or confidential credit estimate; the Managing Directors pursuant to the Management Agreement; the Collateral Manager pursuant to the Collateral Management Agreement (but excluding any Collateral Management Fees and any VAT payable in respect thereof); the Collateral Administrator pursuant to the Collateral Administration Agreement; the Irish Stock Exchange; any other person in respect of any governmental fee or charge (other than, for the avoidance of doubt, taxes and statutory fees); any other person in respect of any other fees or expenses permitted under these Conditions and/or the Transaction Documents; the Representatives and the Security Trustee in respect of services rendered by the same pursuant to the Intercreditor Arrangements; the Placement Agent, pursuant to each Dealer Fee Letter and the payments of any applicable VAT required to be paid by the Issuer in respect of the foregoing, provided, however, that Administrative Expenses shall not include Trustee Fees and Expenses or amounts due or accrued with respect to the actions taken on or in connection with any Closing Date which are payable out of the proceeds of issue of the Notes on such Closing Date. "Affiliate" or "Affiliated" means, in relation to any person, any other person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such person (and, for the purposes of this definition, "control" of a person means the power, direct or indirect, (i) to vote more than 50 per cent. of the securities having ordinary voting power for the election of directors of such person or (ii) to direct or cause the direction of the management and policies of such person, whether by contract or otherwise). "Agent" means each of the Registrar, the Transfer Agents, the Representatives, the Principal Paying Agent, the Calculation Agent, any VFN Agent and the Custodian and each of their permitted successors and assignees. "Amendment Buy-Out" has the meaning given thereto in Condition 14(c) (Modification and Waiver). “Amendment Buy-Out Purchase Price” means (i) in respect of the Notes, the Redemption Price and (ii) in respect of the VF Notes, repayment of any Advance plus accrued interest or such other amount as may be agreed between the Noteholders, VF Noteholders and Amendment Buy-Out Purchasers, from time to time. “Amendment Buy-Out Purchaser” means the Collateral Manager (or any of its Affiliates acting as principal or agent); provided that in the event that the Collateral Manager elects not to purchase VF Notes or Notes from Holders pursuant to an Amendment Buy-Out, “Amendment Buy-Out Purchaser” shall mean one or more qualifying purchasers (which may include the Placement Agent) or any of its - 38 -
Page 1 and 2: ROCKALL CLO B.V. (a private limited
Page 3 and 4: OFFER/INVITATION/DISTRIBUTION RESTR
Page 5 and 6: Each purchaser of VF Notes and Note
Page 7 and 8: NOTES AND NOTES HAVE NOT BEEN OFFER
Page 9 and 10: CONTENTS Page SUMMARY..............
Page 11 and 12: 6 Holders of the Class E-1b Subordi
Page 13 and 14: Principal Payments on the Notes Red
Page 15 and 16: Payments (see the section of this O
Page 17 and 18: for each calendar week and (y) to t
Page 19 and 20: the Security Trustee shall, if dire
Page 21 and 22: with the Over-Collateralisation Tes
Page 23 and 24: ERISA Considerations Limited Recour
Page 25 and 26: 1.7 Removal of Credit Enhancement T
Page 27 and 28: made until payment in full of all o
Page 29 and 30: inter-company guarantees such a pro
Page 31 and 32: orrower. A Selling Institution voti
Page 33 and 34: may have an associated Secured Hedg
Page 35 and 36: will be to enable the Custodian, on
Page 37 and 38: 2.25 Disclosure of Portfolio The Is
Page 39 and 40: Investments to properly plan for ex
Page 41 and 42: 3.12 Volatility of the Class E Subo
Page 43 and 44: sections of these Risk Factors head
Page 45: may also act as counterparty with r
Page 49 and 50: "Class C Notes" means the Initial I
Page 51 and 52: (c) (d) (e) (f) Noteholders represe
Page 53 and 54: "Exchange Date" means a day falling
Page 55 and 56: "Ledger" means the ledger maintaine
Page 57 and 58: "Permitted Short-Sale Exposure" mea
Page 59 and 60: the ratio of (i) the number of days
Page 61 and 62: accounts so as to effect payment of
Page 63 and 64: (b) "Unused Class D Notes Commitmen
Page 65 and 66: and, as the case may be, the Truste
Page 67 and 68: (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
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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"
Page 109 and 110:
espect to which Rating Agency Confi
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"Class B Notes Advance Amount" "Cla
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“Dutch Ineligible Securities” "
Page 115 and 116:
"Excluded Issuer Investments" (xi)
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“High Yield Security” “Intere
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“Net Accrual Amount” (vi) (vii)
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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
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elated Permitted Short-Sale Obligat
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Collateral Manager on its behalf) r
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Asset Category S&P Senior Advance R
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Asset Category Less than or equal t
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Asset Category Less than or equal t
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FORM OF THE VF NOTES AND THE NOTES
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five years (in the case of interest
Page 143 and 144:
2. Book-Entry Ownership (a) (b) DTC
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Closing Date will be required, by v
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RATINGS OF THE NOTES It is a condit
Page 149 and 150:
Mrs Maria Chr. van der Sluijs Plant
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There may be circumstances where de
Page 153 and 154:
International Business from Northea
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DESCRIPTION OF THE COLLATERAL ADMIN
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DESCRIPTION OF THE COLLATERAL MANAG
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Automatic Termination of the Collat
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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
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Senior Indebtedness or Class B Note
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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
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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
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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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