ROCKALL CLO B.V. - Irish Stock Exchange

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(i) 8. Payments (a) (b) (c) (d) 9. Taxation Cancellation All Notes so redeemed in full in accordance with this Condition 7 (Redemption) by the Issuer shall be cancelled and may not be reissued or resold. Method of Payment Payments of principal upon final redemption in respect of each Note will be made against presentation and surrender (or, in the case of part payment only, endorsement) of any certificate representing such Notes at the Specified Office of the Principal Paying Agent or any Transfer Agent by Euro cheque drawn on a bank in London. Payments of interest on each Note and, prior to redemption in full thereof, principal in respect of each Note, will be made against presentation and surrender (or, in the case of part payment, only endorsement) of any certificate representing such Notes at the Specified Office of the Principal Paying Agent or any Transfer Agent by Euro cheque drawn on a bank in London. Upon application of the Holder to the Specified Office of the Principal Paying Agent or any Transfer Agent not less than ten Business Days before the due date for any payment in respect of a Note, the payment may be made (in the case of any payment of principal against presentation and surrender (or, in the case of part payment only of such payment, endorsement) of the relevant Note as provided above) by wire transfer in immediately available funds on the due date to a Euro account maintained by the payee with a Euro-clearing bank in London. Payments Subject to Fiscal Laws All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives, but without prejudice to the provisions of Condition 9 (Taxation). No commission shall be charged to the Noteholders. Payments on Presentation Dates A Holder shall be entitled to present a Note for payment only on a Presentation Date and shall not, except as provided in Condition 6 (Interest), be entitled to any further interest or other payment if a Presentation Date is after the due date. If a Note is presented for payment at a time when, as a result of differences in time zones, it is not practicable to transfer the relevant amount to an account as referred to above for value on the relevant Presentation Date, the Issuer shall not be obliged to do so but shall be obliged to transfer the relevant amount to the account for value on the first practicable date after the Presentation Date. Principal Paying Agent and Transfer Agents The names of the initial Principal Paying Agent and Transfer Agents and their initial Specified Offices are listed below. The Issuer reserves the right at any time with the approval of the Trustee to vary or terminate the appointment of the Principal Paying Agent and any Transfer Agent and appoint additional or other Agents, provided that it will maintain Transfer Agents having Specified Offices in at least two major European cities approved by the Trustee (including Dublin for so long as the Notes of any Class are listed on the Irish Stock Exchange and the rules of that exchange so require) and shall at all times procure that it shall maintain a Custodian, an Collateral Manager and a Collateral Administrator. Notice of any change in any Agent or their respective Specified Offices or in the Collateral Manager or the Collateral Administrator will promptly be given to the Noteholders by the Issuer in accordance with Condition 16 (Notices). All payments of principal and interest in respect of the Notes shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within The Netherlands, or any political sub-division or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. For the avoidance of doubt, the Issuer shall not be required to gross up any payments made to Noteholders of any Class and shall withhold or deduct from any such payments any amounts on account of tax where so required by law or any relevant taxing authority. Any such withholding or deduction shall not constitute an Event of Default under paragraph (a) of Condition 10 (Events of Default) or under the Security Documents. Subject as provided below, if the Issuer satisfies the Trustee that it has or will on the occasion of the next payment due in respect of the Notes of any Class become obliged by the laws of The Netherlands to withhold or account for tax so that it would be unable to make payment of the full amount that would - 79 -
otherwise be due but for the imposition of such tax, the Issuer (with the consent of the Trustee and save as provided below) shall, in order to avoid such obligation, use all reasonable endeavours to arrange for the substitution of a company incorporated in another jurisdiction approved by the Trustee as the principal obligor under the Notes of such Class, or to change its tax residence to another jurisdiction approved by the Trustee, subject to receipt by the Trustee of Rating Agency Confirmation in relation to such change. Notwithstanding the above, if any taxes referred to in this Condition 9 (Taxation) arise: (a) (b) (c) (d) (e) due to any present or former connection of any Noteholder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Noteholder if such Noteholder is an estate, a trust, a partnership or a corporation) with The Netherlands (including, without limitation, such Noteholder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having or having had a permanent establishment therein) otherwise than by reason only of the holding of any Note or receiving principal or interest in respect thereof or by reason of the failure by the relevant Noteholder to comply with any applicable procedures required to establish non-residence or other similar claim for exemption from such tax or to provide information concerning nationality, residence or connection with The Netherlands or in respect of a payment to an individual which is required to be made pursuant to the European Council Directive 2003/48/EC on taxation of savings or as a result of presentation for payment by or on behalf of a Noteholder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Transfer Agent in a Member State of the European Union or any combination of the immediately preceding paragraphs (a) to (d) inclusive, the requirement to substitute the Issuer as a principal obligor and/or change its residence for taxation purposes shall not apply. 10. Events of Default (a) The occurrence of any of the following events shall constitute an "Event of Default": (i) (ii) (iii) (iv) Non-Payment of Interest on the Notes A default for five consecutive Business Days in the payment in full, when due and payable, of any interest on (I) any Class A Notes, (II) any Class B Notes, (III) any Class C Notes, (IV) any Class D Notes or (V) in the case of any Class E Subordinated Notes which are partially paid, commitment fees on such Class E Subordinated Notes save that (a) the failure by the Issuer to pay an amount of interest or commitment fees to the extent that it has been required to deduct or withhold such amount pursuant to Condition 9 (Taxation) or (b) the addition of any Blocked Junior Note Interest to the Principal Amount Outstanding of any Class of Junior Interest – Bearing Notes on which the same is owed in accordance with Condition 3(h)(v) (Blockage Periods) shall be deemed to satisfy the payment of such interest for all purposes hereof and shall in the case of each of (a) and (b) not constitute an Event of Default; Non-Payment of Interest on the VF Notes A default in the payment when due of any instalment of interest on the VF Notes or breakage costs or commitment fees when due and payable for a period of five consecutive Business Days, in the case of such payments with respect to the VF Notes or, subject to Condition 10(a)(i) (Non-Payment of Interest on the Notes), 30 consecutive days, in the case of such payments with respect to any other indebtedness; Non-Payment of Principal on the Notes A default in the payment of principal of any Class A Note, Class B Note, Class C Note or Class D Note at its Maturity Date or any date set for redemption; Non-Payment of Principal under the VF Notes A default in the payment of the principal (or premium, if any) on the VF Notes when due and payable; - 80 -
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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
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orrower. A Selling Institution voti
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may have an associated Secured Hedg
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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 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: on the Noteholders. Upon the expiry
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
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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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