ROCKALL CLO B.V. - Irish Stock Exchange

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"Non-Petition Covenant" means a written covenant by a Person to the effect that, prior to the date that is 2 years and 1 day after the payment in full of all Issuer Indebtedness (or, if longer, the preference period then in effect under applicable law), it will not commence or otherwise institute against the Issuer or any of its subsidiaries any bankruptcy, examination, reorganization, arrangement, insolvency or liquidation proceeding or other similar proceedings. "Note Commitment" means a commitment by any Holders of Issuer Indebtedness to purchase or subscribe for or pay any amounts in respect of any Notes or VF Notes, or additional interests therein. "Noteholders" means the Holders of any Notes from time to time. "Note Placement Agency Agreement" means with respect to the issue of any Notes, the note placement agency agreement between the Issuer and the Placement Agent applicable thereto. "Notes" means any Class A Notes, Class B Notes, Class C Notes, Class D Notes and/or Class E Subordinated Notes (whether or not the same constitute Specified Notes for the purposes of these Conditions), as the context may require and each a “Note” thereof. "Note Tax Event" means, at any time, the introduction of a new, or any change in, home jurisdiction or foreign tax statute, treaty, regulation, rule, ruling, practice, procedure or judicial decision or interpretation (whether proposed, temporary or final) which results in (or would on the next Payment Date result in) any payment on the VF Notes or the Notes of any Class becoming properly subject to any withholding tax or deduction on account of tax. "Offer to Purchase" means a written offer by the Issuer to purchase all or a portion of any Class of Notes at or below par on the terms and conditions set forth in the applicable Trust Instrument. "Optional Redemption" means redemption by the Issuer of any Class E Subordinated Notes pursuant to Condition 7 (Redemption). "Optional Redemption Date" has the meaning given thereto in Condition 7(b)(i) (Optional Redemption-Optional Redemption Requirements). "Ordinary Resolution" means an ordinary resolution as described in Condition 14 (Meetings of Noteholders, Modification, Waiver and Substitution) and as further described in, and as defined in, the Trust Deed. "Outstanding" means in relation to the Notes of a Class as of any date of determination, all of the Notes of such Class issued and not previously redeemed as further defined in the Master Trust Deed and, in relation to the VF Notes, the extent of the same outstanding under the Transaction Documents. "Outstanding Issuer Swap Termination Payments" means, at any time, any amounts payable by the Issuer to a Secured Hedging Counterparty upon termination or modification of a Secured Hedging Transaction, pursuant to, and in accordance with, the terms thereof which are, at such time, outstanding. "Over-Collateralisation Failure" means the existence of a Collateralisation Shortfall Date which has not at any time been remedied provided that the same does not qualify as an Under-Collateralisation Event. "Over-Collateralisation Test Report" means the report substantially in the form set out in the Collateral Management Agreement certified by the Issuer (or the Collateral Manager on its behalf). "Paying Agent Account" means the account of the Issuer (if any) maintained with the Principal Paying Agent pursuant to the Agency Agreement. "Payment Date" means, unless otherwise specified in Condition 20 (Specific Conditions) applicable to any Notes, 15 September, 15 December, 15 March and 15 June in each year, commencing 15 September 2006, until and including the Class E Subordinated Note Maturity Date and, to the extent not a Business Day, adjusted in accordance with the Modified Following Business Day Convention. "Payment Default" means, with respect to any Issuer Indebtedness, an Event of Default under the Transaction Documents resulting from the failure of the Issuer to pay any principal, interest or premium on, or commitment fees or breakage costs in connection with such Issuer Indebtedness (whether due by acceleration, mandatory prepayment or otherwise). "Permitted Redemption Amount" has the meaning given thereto in Condition 7(b)(iv) (Class E Subordinated Note Optional Redemption Limitation Procedure). "Permitted Security Interest" has the meaning given thereto in Condition 5(a)(ii) (Limitations on Security Interests). - 47 -
"Permitted Short-Sale Exposure" means, as of any date of determination, the sum, for each Permitted Short-Sale Transaction, of (a) the product of (i) the difference between 100 per cent. (or, if the Permitted Short-Sale Obligation borrowed is priced above par, the price expressed as a percentage of the aggregate principal amount thereof) and the price (expressed as a percentage of the aggregate principal amount thereof) at which the Permitted Short-Sale Obligation was sold short and (ii) the notional amount of the Permitted Short-Sale Transaction and (b) the present value of all coupon payments to be made on the notional amount of the Permitted Short-Sale Obligation through the term of the Permitted Short-Sale Transaction using a discount rate equal to the applicable Reinvestment Yield as determined by the Collateral Manager on behalf of the Issuer. "Placement Agent" means IXIS Securities North America Inc., its successors and assigns. "Pledge Agreement" means the pledge agreement governed by Belgian law between the Issuer and the Security Trustee in respect of Issuer Investments held in Euroclear and dated on or about the Initial Closing Date. "Post Redemption Default Due Period" has the meaning given thereto in Condition 6(b) (Post Redemption Default Interest). "Post Redemption Default Payment Date" has the meaning given thereto in Condition 6(b) (Post Redemption Default Interest). "Premature Redemption Date" has the meaning given thereto in Condition 7(e)(iii) (Mandatory Redemption of Interest-Bearing Notes on Optional Redemption of Class E Subordinated Notes). "Premature Redemption Requirements" has the meaning given thereto in Condition 7(b)(i) (Optional Redemption Requirements). "Prepayment Cure Methodology" has the meaning given thereto in Condition 5(c)(i) (Over-Collateralisation Failure and Collateralisation Shortfall Dates). "Prepayment Date" has the meaning given thereto in Condition 5(c)(i) (Over-Collateralisation Failure and Collateralisation Shortfall Dates). "Prepayment Priorities" has the meaning given thereto in Condition 5(c)(i) (Over-Collateralisation Failure and Collateralisation Shortfall Dates). "Prepayment Priority Levels" has the meaning given thereto in Condition 5(c)(i) (Over-Collateralisation Failure and Collateralisation Shortfall Dates). "Presentation Date" means a day on which a Holder presents, or is entitled to present (as the case may be), a Note for payment and which (subject to Condition 12 (Prescription)) is a Business Day. "Principal Amount Outstanding" means the principal amount of Issuer Indebtedness (which for the purposes of the Over-Collateralisation Tests and the Collateralisation Shortfall Amount shall, if applicable, be converted into Euros at the then-current spot rate, after taking into account the effect of any Currency Hedging Transactions which can be associated with such Issuer Indebtedness), increased as a result of the addition of any blocked or unpaid interest (which shall not include any amounts credited to the Ledger) or any amounts reinvested in Condition 3(b)(ii)(B) being added to the principal thereof (including, as applicable, any Blocked Junior Note Interest) and decreased by the cumulative sum of all principal payments made on such Issuer Indebtedness. "Principal Custody Account" has the meaning given thereto in the definition of Interest Custody Account. "Principal Paying Agent Deposit" means the balance from time to time standing to the credit of the Paying Agent Account, including all interest credited to the Paying Agent Account and the Issuer's right, title and interest in and to the benefit of the Paying Agent Account and to the Indebtedness represented by such credit balance. "Priority Class" has the meaning given thereto in Condition 3(b) (Relationship among the Classes and Payments on the Notes). "Projection Cure Methodology" has the meaning given thereto in Condition 5(c)(ii) (Over-Collateralisation Failure and Collateralisation Shortfall Dates). "Projection Cure Settlement Default" has the meaning given thereto in Condition 5(d) (Insufficiency of Projection Cure Methodology). "Projection Cure Statement" has the meaning given thereto in Condition 5(c)(ii) (Over-Collateralisation Failure and Collateralisation Shortfall Dates). - 48 -
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ROCKALL CLO B.V. (a private limited
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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 and 46: may also act as counterparty with r
Page 47 and 48: "Account-Holding Bank" means (a) in
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: "Ledger" means the ledger maintaine
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
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
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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)
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Over-Collateralisation Test, the Cl
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of “Caa1” for the purposes of c
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instrumentality thereof. “Pound S
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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
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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
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Mrs Maria Chr. van der Sluijs Plant
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There may be circumstances where de
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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
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Replacement of VF-1 Noteholders In
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"Interbank Rate Advance" means an A
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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
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"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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