ROCKALL CLO B.V. - Irish Stock Exchange

More documents

Recommendations

Info

"Synthetic Collateral" means any collateral which shall be in the form of cash or securities which is required to be delivered by the Issuer as security for its obligations to any Synthetic Counterparty under any Synthetic Security pursuant to the terms thereof provided that such Synthetic Collateral may not consist of any securities that are Dutch Ineligible Securities. References to the price payable upon the acquisition of or entry into a Synthetic Security acquired or entered into by the Issuer on an unfunded basis shall be deemed to be the aggregate price of Synthetic Collateral required to be delivered by the Issuer to the applicable Synthetic Counterparty. "Synthetic Counterparty" means any Secured Hedging Counterparty required to make or receive payments on a Synthetic Security. "Synthetic Security" means either a Synthetic Purchase Contract or a credit-linked note in respect of which each supporting credit default swap is a Form-Approved Swap or is in a form which has been the subject of a Rating Agency Confirmation. "TARGET System" means the Trans-European Automated Real-Time Gross Settlement Express Transfer System (or, if such system ceases to be operative, such other system (if any) determined by the Trustee to be a suitable replacement). "Transaction Creditors" means each of the Secured Creditors, the Directors and any other Person (other than any creditor of the Issuer who is not bound by any limited recourse and non-petition provisions vis-à-vis the Issuer) to whom the Issuer owes any obligations from time to time. "Transaction Default" means any condition or event which constitutes a Transaction Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become a Transaction Event of Default. "Transaction Documents" means the Trust Deed, the Security Documents, all Outstanding Notes, each Note Placement Agency Agreement, the Agency Agreement, each Collateral Acquisition Agreement, the Collateral Management Agreement, the Collateral Administration Agreement, the Management Agreement, any Secured Hedging Agreements, the VF Notes, each VF Instrument and any document supplemental thereto or issued in connection therewith together with any other documents specified as such in Condition 20 (Specific Conditions) with respect to any Notes (each as amended, replaced or supplemented from time to time). "Transaction Event of Default" means an Event of Default or any event of default under and as defined in each or any Transaction Document. "Trigger Event" means, with respect to any Issuer Indebtedness, a Transaction Event of Default (other than a Payment Default) under the Transaction Documents (including any such Transaction Event of Default relating to a cross-default) which would give the Noteholders and/or the VF Noteholders the right to accelerate such Issuer Indebtedness prior to its stated maturity. "Trust Instrument" means the Relevant Trust Instrument or any other trust instrument pursuant to which VF Notes or Notes are constituted from time to time, as the context may require. "Trustee Fees and Expenses" means the fees, costs, claims, indemnities, charges, disbursements, liabilities and expenses and all other amounts payable by the Issuer to the Trustee, the Security Trustee and any receiver appointed by it pursuant to the Trust Deed or any other Transaction Document from time to time under or pursuant to the Trust Deed or any other Transaction Document plus any applicable VAT required to be paid by the Issuer in respect of the foregoing. "Under-Collateralisation Cure Methodologies" has the meaning given thereto in Condition 5(c)(ii) (Over-Collateralisation Failure and Collateralisation Shortfall Dates). "Under-Collateralisation Cure Timeline" means the timelines specified in each of the Under-Collateralisation Cure Methodologies curing the existence of a Collateralisation Shortfall Amount. "Under-Collateralisation Event" means the failure by the Issuer following a Collateralisation Shortfall Date to eliminate the Collateralisation Shortfall Amount that gave rise to such Collateralisation Shortfall Date by employing one of the Under-Collateralisation Cure Methodologies (or any combination of the same) within the applicable Under-Collateralisation Cure Timeline. "Unquoted Issuer Investment Valuation" has the meaning given thereto in Condition 5(b) (Over-Collateralisation Testing and Reporting). "Unused Class B Notes Commitments" means the aggregate of available Commitments in respect of the Class B Notes which are applicable for the time being. "Unused Class C Notes Commitments" means the aggregate of available Commitments in respect of the Class C Notes which are applicable for the time being. - 53 -
(b) "Unused Class D Notes Commitments" means the aggregate of available Commitments in respect of Class D Notes which are applicable for the time being. "Unused Class E Subordinated Notes Commitments" means the aggregate of available Commitments in respect of the Class E Subordinated Notes which are applicable for the time being. "Unused Senior Commitments" means the aggregate of available Commitments in respect of Senior Indebtedness which are applicable for the time being. "VAT" shall be construed as a reference to value added tax including any similar tax which may be imposed in place thereof from time to time. "VF Conditions" means the conditions applicable to VF Notes, as the context may require. "VF Instrument" means, together, the Master Trust Deed and a Trust Instrument pursuant to which VF Notes are issued and constituted. “VFN Agent” means any agent appointed pursuant to a Trust Investment, in relation to VF Notes. "VF Notes" means any notes which are designated as VF Notes and are issued and constituted pursuant to a Trust Instrument. "VF Noteholders" means any Holder of a VF Note, as such Holder may be more particularly described in the relevant VF Instrument. Without prejudice to references to specified Agents or the Collateral Manager undertaking the same on its behalf, references in these Conditions and the Market Valuation Manual to the Issuer effecting any action shall be construed to include such actions being undertaken on its behalf by the Agents and/or the Collateral Manager pursuant to the terms of the Transaction Documents. 2. Form, Denomination, Title and Transfer (a) (b) (c) Form and Denomination The Notes of each Class sold outside the United States to persons who are not U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act will be represented on issue by a permanent global note in fully registered form, without interest coupons or principal receipts (each, a “Regulation S Global Note” and together, the “Regulation S Global Notes”). The Notes of each Class sold in reliance on Rule 144A under the Securities Act to QIB/QPs for the purposes of Section 3(c)(7) of the Investment Company Act, will be represented by one or more permanent global notes of such Class, in fully registered form, without interest coupons or principal receipts (each, a “Rule 144A Global Note” and, together, the “Rule 144A Global Notes” which together with the Regulation S Global Notes are referred to herein as the “Global Notes”). Except in limited circumstances owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of Notes in definitive form. Title to the Registered Definitive Notes Title to the Notes passes upon registration of transfers in the Register in accordance with the provisions of the Agency Agreement and the Trust Deed. Notes will be transferable only on the books of the Issuer and its agents. The registered Holder of any Note will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and no person will be liable for so treating the Holder. Transfer One or more Notes may be transferred in whole or in part in nominal amounts of the applicable Authorised Denomination only upon the surrender, at the specified office of the Registrar or any Transfer Agent, of the Definitive Note representing such Note(s) to be transferred, with the form of transfer endorsed on such Definitive Note duly completed and executed and together with such other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Notes represented by one Definitive Note, a new Definitive Note will be issued to the transferee in respect of the part transferred and a further new Definitive Note in respect of the balance of the holding not transferred will be issued to the transferor. - 54 -
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 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 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: accounts so as to effect payment of
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
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 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 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 ....
Page 207 and 208:
Short-Sale Contract ...............
show all

ROCKALL CLO B.V. - Irish Stock Exchange

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?