ROCKALL CLO B.V. - Irish Stock Exchange

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7. Redemption (a) (b) Final Redemption Save to the extent previously redeemed or purchased and cancelled, the Notes of each Class will be redeemed on the Maturity Date of such Notes. In the case of a redemption pursuant to this Condition 7(a), Class A Notes, Class B Notes, Class C Notes and Class D Notes will be redeemed at their Principal Amount Outstanding and Class E Subordinated Notes will be redeemed at the amount equal to their pro rata share of the amounts of principal, interest and Additional Interest to be applied towards such redemption pursuant to Condition 3(c) (Payment of Amounts) available after payments of all other liabilities of the Issuer (including all taxes, Administrative Expenses, Collateral Management Fees and Trustee Fees and Expenses) as at the applicable Redemption Date provided that (v) no Class B Notes may be redeemed under this Condition 7(a) nor may other payments of principal be made on Class B Notes until all payments in respect of any Class A Notes that are due and payable have been paid, all Class A Notes with an Equivalent or Shorter Maturity have been redeemed, all amounts outstanding under the VF Notes and which are due and payable have been redeemed and any Outstanding Issuer Swap Termination Payments have been paid and all applicable taxes, Administrative Expenses and Trustee Fees and Expenses and Management Fee that are due and payable have been satisfied, in each case, in full, (w) no Class C Notes may be redeemed under this Condition 7(a) nor may other payments of principal be made on any Class C Notes until (i) all payments in respect of any Class A Notes that are due and payable have been paid, all Class A Notes with an Equivalent or Shorter Maturity have been redeemed, all amounts outstanding under the VF Notes and which are due and payable and any Outstanding Issuer Swap Termination Payments have been paid, and (ii) all payments in respect of any Class B Notes that are due and payable have been paid, all Class B Notes with an Equivalent or Shorter Maturity have been redeemed, all applicable taxes, Administrative Expenses and Trustee Fees and Expenses and Management Fee that are due and payable have been satisfied, in each case, in full, (x) no Class D Notes may be redeemed under this Condition 7(a) nor may other payments of principal be made on any Class D Notes until (i) all payments in respect of any Class A Notes that are due and payable have been paid, all Class A Notes with an Equivalent or Shorter Maturity have been redeemed, all amounts outstanding under the VF Notes and which are due and payable and any Outstanding Issuer Swap Termination Payments have been paid, (ii) all payments in respect of any Class B Notes that are due and payable have been paid, all Class B Notes with an Equivalent or Shorter Maturity have been redeemed, (iii) all payments in respect of any Class C Notes that are due and payable have been paid, all Class C Notes with an Equivalent or Shorter Maturity have been redeemed and all applicable taxes, Administrative Expenses and Trustee Fees and Expenses and Management Fee that are due and payable have been satisfied, in each case, in full and (y) no Class E Subordinated Notes may be redeemed under this Condition 7(a) nor may other payments of principal, interest and Additional Interest to be applied towards such redemption pursuant to Condition 3(c) (Payment of Amounts) be made on Class E Subordinated Notes by way of final redemption until (i) all payments in respect of any Class A Notes that are due and payable have been paid, all Class A Notes with an Equivalent or Shorter Maturity have been redeemed, all amounts outstanding under the VF Notes and which are due and payable and any Outstanding Issuer Swap Termination Payments have been paid, (ii) all payments in respect of any Class B Notes that are due and payable have been paid, all Class B Notes with an Equivalent or Shorter Maturity have been redeemed, (iii) all payments in respect of any Class C Notes that are due and payable have been paid, all Class C Notes with an Equivalent or Shorter Maturity have been redeemed, (iv) all payments in respect of any Class D Notes that are due and payable have been paid, all Class D Notes with an Equivalent or Shorter Maturity have been redeemed and (v) all applicable taxes, Administrative Expenses and Trustee Fees and Expenses and Collateral Management Fees that are due and payable have been satisfied and all other liabilities of the Issuer that are then due and payable have been discharged, in each case, in full in accordance with the priority appearing in the Intercreditor Priority of Payments. Any redemption of less than all of the outstanding Notes of a Class having the same Maturity Date shall be redeemed pro rata in accordance with the Principal Amounts Outstanding thereof. Optional Redemption (i) Optional Redemption Requirements Subject to the conditions set out in Condition 7(b)(iii) (Formalities for Optional Redemption and Associated Mandatory Redemption) applicable to Class E Subordinated Notes and the Intercreditor Arrangements, Class E Subordinated Notes shall be redeemed by the Issuer, in whole or in part (but in an Authorised Denomination), on any Payment Date at the applicable Redemption Prices after the end of the relevant Non-Call Period (each date of such redemption, an "Optional - 73 -
Redemption Date") provided that Class E Subordinated Notes may only be optionally redeemed (x) in accordance with the Liquidity Limitation Procedure and Split Redemption Procedure and (y) if, after giving effect to any such redemption, (i) no Transaction Default shall have occurred and be continuing and (ii) the Issuer is in compliance with the Over-Collateralisation Tests after giving effect to such redemption and any mandatory redemption of Interest-Bearing Notes as described in Condition 7(e)(iii) (the foregoing requirements in (i) and (ii), the "Premature Redemption Requirements"). (ii) (iii) (iv) Election to Redeem The election by any Class E Subordinated Noteholders to effect an Optional Redemption shall be evidenced by the delivery of the applicable redemption notices in the form annexed to the Master Trust Deed to the Trustee not less than 90 days prior to the Payment Date on which the applicable Optional Redemption will, if permitted, occur. Formalities for Optional Redemption and Associated Mandatory Redemption (A) (B) (C) Notice Period In the event of: (x) receipt of any redemption notice delivered pursuant Condition 7(b)(ii), (y) a determination requiring mandatory redemption of all Outstanding Class E Subordinated Notes pursuant to Condition 7(e)(ii) or (z) a determination to effect a mandatory redemption pursuant to Condition 7(e)(iii), the Trustee shall procure the dispatch of an irrevocable written notice of redemption in relation to the same not less than 35 days prior to the applicable Premature Redemption Date, to each relevant Class E Subordinated Noteholder and, as the case may be, each Holder of Notes of the applicable Associated Mandatory Redemption Class. Form of Notice Each notice dispatched pursuant to Condition 7(b)(iii)(A) shall state: (a) the applicable Redemption Date, (b) the estimated Redemption Price, (c) if less than all of the Notes in a given Class which are then Outstanding are to be redeemed, the Principal Amounts Outstanding of the Notes of such Class to be redeemed (being, in the case of an Optional Redemption, that portion of each Class E Subordinated Noteholder's holding which will be subject to Optional Redemption), (d) with respect to the relevant Class to be redeemed, (x) the portion of the amount to be redeemed that consists of any blocked interest and (y) the aggregate amount of principal of such Class of Notes previously redeemed (or scheduled to be redeemed) prior to the proposed Redemption Date, (e) that on the Redemption Date, the Redemption Price will become due and payable upon each such Outstanding Note (or portion thereof) to be redeemed and that (subject to Condition 6(b) (Post Redemption Default Interest)), as applicable, interest thereon will cease to accrue on and after such Redemption Date and (f) the place or places where such Notes are to be surrendered for payment of the relevant Redemption Price. Service of Notice on Rating Agencies A notice of each Premature Redemption Date shall be given by the Issuer or, at the Issuer's request, by the Trustee in the name and at the expense of the Issuer, to the Rating Agencies not less than ten days prior to such Premature Redemption Date. Unless otherwise specified herein, all notices served under this Condition 7(b) (Optional Redemption) shall be given in accordance with Condition 16 (Notices). Class E Subordinated Note Optional Redemption Limitation Procedure Class E Subordinated Notes may, subject to Condition 7(b)(i), Condition 7(b)(ii) and Condition 7(b)(iii) and the Split Redemption Procedure, be optionally redeemed on any Optional Redemption Date provided the following requirements are satisfied. The Principal Amount Outstanding of Class E Subordinated Notes redeemed on any Optional Redemption Date shall not exceed 20 per cent. of the Principal Amount Outstanding of Class E Subordinated Notes as at such Optional Redemption Date, unless the Collateral Manager, in its discretion, permits an amount in excess thereof to be redeemed on such Optional Redemption Date. In the event that the amount of Class E Subordinated Notes in respect of which Class E Subordinated Noteholders have requested redemption in accordance with Condition 7(b)(ii) on such Optional Redemption Date (the amount so requested, the "Elected Class E Global Redemption Amount") is in excess of 20 per cent. of the Principal Amount Outstanding of Class E Subordinated Notes as at such Optional Redemption Date - 74 -
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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
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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 and 80: interest payable in respect of each
Page 81: Intercreditor Arrangements shall be
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
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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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