ROCKALL CLO B.V. - Irish Stock Exchange

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(e) (ii) (iii) (iv) (v) Subject to Condition 6(d)(iii) below, the Interest Payment Amount payable on each Class of Floating Rate Notes in respect of such Interest Period shall be calculated by applying the relevant Floating Rate of Interest to the aggregate Principal Amount Outstanding of the relevant Class of Interest-Bearing Notes on the Payment Date on which such Interest Period commences (or in the case of the first Interest Period, the Closing Date) (in each case after deduction therefrom of any payment of principal due on that Payment Date) and, in each case, multiplying the product of such calculation by the actual number of days in the Interest Period and dividing by 360, and in each case rounding the resultant figure to the nearest cent (half a cent being rounded up). The following shall apply in respect of those Class E Subordinated Notes in Condition 20 which refer to this Condition 6(d)(iii) thereunder: In the event that a Class E Partial Instalment Payment has been received on a date other than a Payment Date, there shall be added to the sums payable in respect of Class E Subordinated Notes pursuant to Condition 6(d)(ii) a sum for each such Class E Partial Instalment Payment equal to the product of (a) the aggregate principal amount of such Class E Partial Instalment Payment, (b) the Rate of Interest applicable to the Class E Subordinated Notes for the Interest Period in which such Class E Partial Instalment Payment was received and (c) the number of days from and including the Class E Partial Payment Date for such Class E Partial Instalment Payment to but excluding the first Payment Date following such Class E Partial Payment Date divided by 360. Interest on Fixed Rate Notes will be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. In the case of the first scheduled Interest Period and the last scheduled Interest Period, the Principal Paying Agent shall determine the rate of interest in accordance with Condition 6(d) (Determination of Rates of Interest and Calculation of Interest Payment Amounts) applicable to such Interest Periods in its sole discretion by interpolating linearly between (i) the available offered rate for the period closest to and greater than the relevant period and (ii) the available offered rate for the period closest to and less than the relevant period. Non-Payment of Interest Subject to the second paragraph of this Condition 6(e), non-payment of interest on the Class A Notes or, following redemption in full of the Class A Notes, non-payment of interest (excluding any Blocked Junior Note Interest applicable thereto) on the Class B Notes or, following redemption in full of the Class A Notes and the Class B Notes, non-payment of interest (excluding any Blocked Junior Note Interest applicable thereto) on the Class C Notes or following redemption in full of the Class A Notes, Class B Notes and Class C Notes, non-payment of interest (excluding any Blocked Junior Note Interest applicable thereto) on the Class D Notes shall, if so specified in Condition 20 (Specific Conditions), of the same constitute an Event of Default in respect of the same. Non-payment of interest on the Class E Subordinated Notes or failure to disburse any Additional Interest at any time shall not constitute an Event of Default other than if such Additional Interest comprises sums payable in satisfaction of the Redemption Price in respect of a Class E Subordinated Note. Without prejudice to Condition 3(h) (Blockage Periods) and any Blocked Junior Note Interest accruing thereunder, while (w) any Class A Note is Outstanding any interest payable on any Class B Notes that would be payable to Class B Noteholders on a Payment Date but is not paid by reason of the Intercreditor Arrangements shall be added to the Principal Amount Outstanding of such Class B Notes on such Payment Date and will thereafter cease to be payable as interest (but will, to the extent permitted by law, bear interest at the applicable Rate of Interest), (x) any Class A Note or Class B Note is Outstanding, any interest payable on any Class C Notes that would be payable to Class C Noteholders on a Payment Date but is not paid by reason of the Intercreditor Arrangements shall be added to the Principal Amount Outstanding of such Class C Notes on such Payment Date and will thereafter cease to be payable as interest (but will, to the extent permitted by law, bear interest at the applicable Rate of Interest), (y) any Class A Note, Class B Note or Class C Note is Outstanding, any interest payable on any Class D Notes that would be payable to Class D Noteholders on a Payment Date but is not paid by reason of the Intercreditor Arrangements shall be added to the Principal Amount Outstanding of such Class D Notes on such Payment Date and will thereafter cease to be payable as interest (but will, to the extent permitted by law, bear interest at the applicable Rate of Interest) and (z) any Class A Note, Class B Note, Class C Note or Class D Note is Outstanding, any interest payable on any Class E Subordinated Notes that would be payable to Class E Subordinated Noteholders on a Payment Date but is not paid by reason of the - 71 -
Intercreditor Arrangements shall be added to the Principal Amount Outstanding of such Class E Subordinated Notes on such Payment Date and will thereafter cease to be payable as interest (but will, to the extent permitted by law, bear interest at the applicable Rate of Interest). The addition of interest on any Notes to the Principal Amount Outstanding thereof in lieu of the cash payment of such interest as aforesaid shall be deemed to satisfy the payment of such interest and shall not constitute an Event of Default under these Conditions and shall (except in the case of the Class E Subordinated Notes) (i) upon the payment of any principal on such Notes be repaid prior to the repayment of the same and (ii) unless prohibited under the Security and Intercreditor Deed or the Intercreditor Arrangements, be repaid as soon as the Issuer (or the Collateral Manager on its behalf) deems such repayment prudent provided that the Issuer (or the Collateral Manager on its behalf) shall have delivered a written certificate to the Trustee stating that there will be sufficient funds available to pay all amounts due on the following Payment Date and (iii) shall not be entitled to the benefit of any make-whole premium. (f) (g) (h) (i) Publication The Calculation Agent will cause each Rate of Interest for each Class of Interest-Bearing Notes and Interest Payment Amount determined by it, together with the relevant Payment Date, to be made available to the Issuer, the Transfer Agents, the Registrar, the Trustee, the Collateral Manager and, for so long as the Notes are listed on the Irish Stock Exchange, the Irish Stock Exchange as soon as practicable after such determination but in any event not later than the first day of the relevant Interest Period. Notice thereof shall also promptly be given to the Noteholders. The Calculation Agent will be entitled to recalculate any Interest Payment Amount (on the basis of the foregoing provisions) without notice (save that notice shall be given to the Trustee) in the event of an extension or shortening of the relevant Interest Period. Notifications etc. All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 6 (Interest) by the Calculation Agent will (in the absence of manifest error) be binding on the Issuer, the Paying Agents, the Transfer Agents, the Collateral Manager, the Registrar, the Trustee and the Noteholders (subject as aforesaid). No liability to any such person will attach to the Calculation Agent or (in the circumstances referred to in Condition 6(h) (Determination or Calculation by Trustee) below) the Trustee in connection with the exercise or non-exercise by it of its powers, duties and discretions for such purposes. Determination or Calculation by Trustee If the Calculation Agent fails at any time to determine a Rate of Interest in respect of a Class of Interest-Bearing Notes or to calculate an Interest Payment Amount as aforesaid, the Trustee will determine or procure the determination of such Rate of Interest as it in its discretion considers fair and reasonable in the circumstances (having such regard as it thinks fit to Condition 6(c) (Rate of Interest) above) or (as the case may be) calculate such Interest Payment Amount in accordance with Condition 6(d) (Determination of Rates of Interest and Calculation of Interest Payment Amounts) above. Reference Banks and Calculation Agent The Issuer will procure that, so long as any of the Notes remain Outstanding, there will at all times be four reference banks (the "Reference Banks") and a Calculation Agent. The initial Reference Banks shall be the principal London office of the four reference banks selected and notified by the Collateral Manager to the Issuer and the Calculation Agent prior to the Initial Closing Date. The initial Calculation Agent shall be ABN AMRO Bank N.V. (London Branch) which shall be entitled to delegate any of its functions to any of its departments. Subject as hereafter provided, the Issuer reserves the right at any time (with the written consent of the Trustee and in accordance with the terms of the Agency Agreement) to terminate the appointment of the Calculation Agent or of any Reference Bank. Notice of any such termination will be given to Noteholders in accordance with Condition 16 (Notices). If any person shall be unable or unwilling to continue to act as a Reference Bank or as the Calculation Agent (as the case may be), or if the appointment of any Reference Bank or the Calculation Agent shall be terminated, the Issuer will, with the written approval of the Trustee, appoint a successor reference bank or successor calculation agent (as the case may be) to act as such in its place, provided that neither the resignation nor removal of the Calculation Agent shall take effect until a successor approved by the Trustee has been appointed. - 72 -
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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
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 and 78: paragraph (a)(vii) of Condition 10
Page 79: interest payable in respect of each
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
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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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