ROCKALL CLO B.V. - Irish Stock Exchange

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(d) 6. Interest (a) (b) Shortfall Date and which (in the case of transactions with Committed Unsettled Status as at the Projection Cure Statement Date) the Issuer or the Collateral Manager on its behalf reasonably believes will be settled by the Long-Stop Date, (y) Note redemptions and VF Note prepayments to be completed (in accordance with the Prepayment Priorities) with the net proceeds, once settled, of such disposals and acquisitions or other liquidity available to the Issuer and (z) any proposed issuance of further Class E Subordinated Notes in each case in (x) and (y) and (z) calculated, as applicable, by reference to the Market Values, Market Value Prices, Over-Collateralisation Tests and Notes and VF Notes in effect or Outstanding, as the case may be, as of such Projection Cure Statement Date (the foregoing procedure, "Projection Cure Methodology" and together with the Prepayment Cure Methodology, the "Under-Collateralisation Cure Methodologies"). Insufficiency of Projection Cure Methodology Projection Cure Settlement Default In the event the Issuer (or the Collateral Manager on its behalf) elects to adopt the Projection Cure Methodology but, notwithstanding the Committed Unsettled Status of the same, certain acquisitions or disposals of Issuer Investments specified in the Projection Cure Statement have failed to settle by, or have been subject to an incurable settlement failure prior to, the Long-Stop Date (a "Projection Cure Settlement Default"), then the Issuer (or the Collateral Manager on its behalf) shall, no later than the Long-Stop Date, make (or procure the making of) such Note redemptions (in accordance with the Prepayment Priorities) as are required to satisfy the Over-Collateralisation Tests, on or prior to the Long-Stop Date, pursuant to the Prepayment Cure Methodology. Supervening Shortfall In the event that the Issuer (or the Collateral Manager on its behalf) elects to adopt the Projection Cure Methodology, and furnishes the Trustee, the VFN Agent (for furnishing to the VF Noteholders) and the Rating Agencies with a Projection Cure Statement, but it subsequently becomes evident to the Issuer (or the Collateral Manager on its behalf) that, notwithstanding the potential absence of a Projection Cure Settlement Default, the Issuer will, by reason of events which had not existed on compilation and delivery of the relevant Projection Cure Statement, be unable to comply with the Over-Collateralisation Tests on, or at any time prior to, the Long-Stop Date (the relevant shortfall over and above the Collateralisation Shortfall Amount, the "Supervening Shortfall"), then the Issuer (or the Collateral Manager on its behalf) shall continue with employing the Projection Cure Methodology in the manner set out in the relevant Projection Cure Statement and, not later than the Long-Stop Date, in addition cure the Supervening Shortfall by employing the Prepayment Cure Methodology. Accrual of Interest Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class E Subordinated Notes bear interest at the relevant Rate of Interest on their Principal Amount Outstanding from (and including) the Closing Date for the same, payable in respect of each Interest Period quarterly in arrear on each Payment Date. Any Additional Interest and deferred interest payable in respect of Class E Subordinated Notes will cease to be payable in respect of each Class E Subordinated Note upon the date that all of the Collateral has been realised and no interest or principal remain available for distribution in accordance with Condition 3(d) (Restricted Payments) and Condition 3(c) (Payment of Amounts). Post Redemption Default Interest Each Interest-Bearing Note will cease to bear interest from the due date for final redemption of the Notes unless, upon due presentation, payment of principal is improperly withheld or refused, in which case the unpaid amount will bear interest in accordance with this Condition 6 (Interest) until whichever is the earlier of (a) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (b) the day which is seven days after the Trustee has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment). Accrued interest payable under this Condition 6(b) shall be payable on each date (each a "Post Redemption Default Payment Date") on which it remains unpaid and which is an integral multiple of three months after the due date for payment. (Each period beginning on (and including) the date on which the relevant payment is improperly withheld or refused or any Post Redemption Default Payment Date and ending on (but excluding) the next Post Redemption Default Payment Date or the date of payment (as the case may be) is herein called a "Post Redemption Default Due Period"). The amount of - 69 -
interest payable in respect of each Interest-Bearing Note for any Post Redemption Default Due Period shall be calculated on the basis of the actual number of days in such Post Redemption Default Due Period divided by 360, in each case with the resultant figure rounded to the nearest cent (or half a cent being rounded up). (c) (d) Rate of Interest (i) (ii) Interest on Floating Rate Notes Interest payable from time to time in respect of the Notes of any Class which are Floating Rate Notes (each, a "Floating Rate of Interest") will be determined by the Calculation Agent two Business Days prior to each Payment Date in respect of the Interest Period commencing on that date (save in respect of the first Interest Period, where the Floating Rate of Interest will be determined by the Calculation Agent two Business Days immediately preceding the Closing Date) (each an "Interest Determination Date"). The Floating Rate of Interest applicable to any Floating Rate Notes for each Interest Period shall be the aggregate of the Relevant Margin specified in Condition 20 (Specific Conditions) as being applicable thereto and (A) (B) the arithmetic mean of the offered quotations to leading banks (rounded to four decimal places with the mid-point rounded up) for three-month Euro deposits in the Euro-zone Interbank market which appear on Moneyline Telerate Monitor Screen Page No. 248 (or such other page as may replace Moneyline Telerate Monitor Screen Page No. 248 on that service for the purpose of displaying such information or, if that service ceases to display such information, such page as displays such information on such equivalent service or, if more than one, that one which is approved in writing by the Trustee to replace the Moneyline Telerate Monitor), or, in the case of the first Interest Period, the linear interpolation of (i) the available offered rate for two-month Euro deposits in the Euro-zone Interbank market and (ii) the available offered rate for three-month Euro deposits in the Euro-zone Interbank market. if a Floating Rate of Interest cannot be calculated pursuant to paragraph (A), the arithmetic mean (rounded to four decimal places with the mid-point rounded up) of the rates notified to the Calculation Agent at its request by each of the Reference Banks as the rate at which three-month Euro deposits, or, in the case of the first Interest Period, the linear interpolation of (i) the available offered rate for two-month Euro deposits in the Euro-zone Interbank market and (ii) the available offered rate for three-month Euro deposits in the Euro-zone Interbank market, in a representative amount are offered by that Reference Bank to leading banks in the Euro-zone Interbank market at or about 11.00 a.m. (Brussels time) on the relevant Interest Determination Date, or if, on any such Interest Determination Date, only one or none of the Reference Banks provides the Calculation Agent with such an offered quotation, the arithmetic mean of the rates quoted to the Calculation Agent by four major banks in the Euro-zone Interbank market selected by the Calculation Agent at or about 11.00 a.m. (Brussels time) on the relevant Interest Determination Date for three-month Euro deposits, or, in the case of the first Interest Period, the linear interpolation of (i) the available offered rate for two-month Euro deposits in the Euro-zone Interbank market and (ii) the available offered rate for three-month Euro deposits in the Euro-zone Interbank market to leading banks in the Euro-zone Interbank market in an amount that is representative for a single transaction in the relevant market at the relevant time. There shall be no maximum or minimum Floating Rate of Interest. Interest on Fixed Rate Notes Fixed Rate Notes bear interest on the Principal Amount Outstanding thereof at the rate (each, a "Fixed Rate of Interest") payable on each Payment Date specified in Condition 20 (Specific Conditions) applicable thereto. Determination of Rates of Interest and Calculation of Interest Payment Amounts (i) The Calculation Agent shall, on each Interest Determination Date, determine the Floating Rate of Interest applicable to the Interest Period beginning two Business Days after such Interest Determination Date (or, in the case of the first Interest Period, beginning on and including, the Closing Date) in respect of each Class of Notes. - 70 -
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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
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 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: paragraph (a)(vii) of Condition 10
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
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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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