ROCKALL CLO B.V. - Irish Stock Exchange

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(d) (e) Notes or VF Notes as a result of an election by the Amendment Buy-Out Purchaser not to exercise the Amendment Buy-Out Option. All purchases made pursuant to an Amendment Buy-Out Option individually and in the aggregate must comply with the applicable transfer restrictions (See “Transfer Restrictions” below) for the relevant Issuer Indebtedness set forth herein and all applicable laws, rules and regulations (including, without limitation, any rules, regulations and procedures of any securities exchange, self-regulatory organisation or clearing agency). Substitution The Trust Deed contains provisions permitting the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as the Trustee may require (without the consent of the Noteholders of any Class), to the substitution of any other company in place of the Issuer, or of any previously substituted company, as principal debtor under the Trust Deed and the Notes of each Class, if required for taxation purposes. In the case of such a substitution the Trustee may agree, without the consent of the Noteholders, but subject to receipt by the Trustee of Rating Agency Confirmation (subject to receipt of such information and/or opinions as the applicable Rating Agency may require), to a change of the law governing the Notes and/or the Trust Deed. Any substitution agreed by the Trustee pursuant to this Condition 14(d) (Substitution) shall be binding on the Noteholders, and shall be notified to the Noteholders as soon as practicable in accordance with Condition 16 (Notices). The Trustee may, subject to the satisfaction of certain conditions, including receipt by the Trustee of Rating Agency Confirmation, agree to a change in the place of residence of the Issuer for taxation purposes without the consent of the Noteholders of any Class, provided the Issuer does all such things as the Trustee may require in order that such change in the place of residence of the Issuer for taxation purposes is fully effective and complies with such other requirements which are in the interests of the Noteholders, as the Trustee may reasonably direct. The Issuer will procure that, so long as the Notes are listed on the Irish Stock Exchange, any material amendments or modifications to the Conditions, Trust Deed or such other conditions made pursuant to Condition 14 shall be notified to the Irish Stock Exchange. Entitlement of the Trustee and Conflicts of Interest In connection with the exercise of its trusts, powers, duties and discretions (including but not limited to those referred to in this Condition 14 the Trustee shall have regard to the interests of each Class of Noteholders as a Class and shall not have regard to the consequences of such exercise for individual Noteholders of such Class and the Trustee shall not be entitled to require, nor shall any Noteholder be entitled to claim, from the Issuer, the Trustee or any other person, any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders except to the extent already provided for in Condition 9 (Taxation). If the Holders of one or more Classes of Notes have an interest in the outcome of a conflict, the Trustee shall give priority to the interests of the Class of Notes which ranks most senior in priority over the interests of the more junior ranking Class or Classes of Notes. The Trust Deed provides further that the Trustee will act upon the directions of the Holders of the Senior Outstanding Class in such circumstances, and shall not be obliged to consider the interests of, and is exempted from any liability to, the Holders of any other Class of Notes. 15. Indemnification of the Trustee The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility in certain circumstances, including provisions relieving it from instituting proceedings to enforce repayment or to enforce the security constituted by or pursuant to the Trust Deed, unless indemnified to its satisfaction. The Trustee is entitled to enter into business transactions with the Issuer and any entity related to the Issuer without accounting for any profit. The Trustee is exempted from any liability in respect of any loss or theft of the Collateral, from any obligation to insure, or to monitor the provisions of any insurance arrangements in respect of, the Collateral (for the avoidance of doubt, under the Security Documents the Trustee is under no such obligation) and from any claim arising from the fact that the Collateral is held by the Custodian or is otherwise held in safe custody by a bank or other custodian. The Trustee shall not be responsible for the performance by the Custodian of any of its duties under the Agency Agreement, for the performance by the Collateral Manager of any of its duties under the Collateral Management Agreement, for the performance by the Collateral Administrator of its duties under the Collateral Administration Agreement or for the performance by any other person appointed by the Issuer in relation to the Notes. The Trustee shall not have any responsibility for the administration, - 89 -
management or operation of the Collateral including the request by the Collateral Manager to release any of the Collateral from time to time. The Trust Deed contains provisions for the retirement of the Trustee and the removal of the Trustee at the direction of the Controlling Class Agent, but no such retirement or removal shall become effective until a successor trustee is appointed. 16. Notices Notices may be given to Noteholders in any manner deemed acceptable by the Trustee provided that for so long as the Notes are listed on the Irish Stock Exchange, such notice shall be in accordance with the rules of the Irish Stock Exchange. Notices regarding the Notes will be deemed duly given if posted to the address of such Noteholder appearing in the Register at the time of publication of such notice by pre-paid, first class mail (or any other manner approved by the Trustee). Any such notice shall be deemed to have been given on the date of despatch thereof to the Noteholders. Notices to holders of Global Notes held through a Clearing System may be given by delivery of the relevant notice to the relevant Clearing System. 17. Further Issues (a) The Issuer may from time to time without the consent of the Noteholders, create and issue further securities (x) having the same terms and conditions as the Initial Issuance Class A Notes and/or the Initial Issuance Class B Notes and/or the Initial Issuance Class C Notes and/or the Initial Issuance Class D Notes and/or the Initial Issuance Class E Subordinated Notes in all respects (or in all respects except for the first payment of interest thereon) or (y) after the redemption of any of the same having the same terms and conditions as any other Class of Notes which is Outstanding (each, a "Relevant Outstanding Class"); which shall in each case be consolidated and form a single series with the applicable Outstanding Notes, provided the following conditions are met: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) the terms of the Notes issued are identical to the terms of the relevant Initial Issuance Notes then Outstanding (if any) (or, as the case may be, the Relevant Outstanding Class) of the Class of which such Notes are to form a part (save for the first payment of interest on them and (subject to Condition 17(d)), in the case of any Class E Subordinated Notes, the Non-Call Period applicable thereto); the Issuer and the Trustee have received Rating Agency Confirmation that the additional issue will not cause the reduction or withdrawal of the then-current ratings of any Issuer Indebtedness; any such further issue of Notes does not result in a breach by the Issuer of the laws and regulations (including, without limitation, the banking and securities laws and regulations) of The Netherlands; no Event of Default or Default in respect of any Notes is continuing (unless after giving effect to the incurrence of such additional tranches of Notes and the application of the proceeds thereof, no such Event of Default or Default is continuing) or will occur as a result of the issuance of such new tranche of Notes; immediately after giving effect to the issuance of further securities, further Issuer Indebtedness and any other issuances, redemptions, purchases or payments to be made on the applicable Closing Date, the Over-Collateralisation Tests with respect to all outstanding Issuer Indebtedness (including such further Issuer Indebtedness) shall be satisfied (without giving effect to any grace period set forth therein); any such issuance is in accordance with the Intercreditor Arrangements, including, without limitation, that the rights of Secured Creditors are not prejudiced thereby; without prejudice to (vi) above, the issuance proceeds of any notes issued hereunder and any property acquired therewith shall (subject to any deductions associated with the issuance of such notes) be added to, and comprise a non-segregated element of, the Collateral; the issue date of any such issuance is a Payment Date for the Initial Issuance Notes (or, as the case may be, the Relevant Outstanding Class); and the Issuer has agreed with the potential Holders of additional Class E Subordinated Notes to be issued pursuant to this Condition 17 (the "New Holders"), that such New Holders shall (taking into account the costs suffered by such New Holders on the issuance of such additional Class E Subordinated Notes) bear, pro rata, that proportion of the issuance costs suffered by the Holders of Class E Subordinated - 90 -
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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
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2.25 Disclosure of Portfolio The Is
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Investments to properly plan for ex
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3.12 Volatility of the Class E Subo
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sections of these Risk Factors head
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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 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: (x) (xi) (xii) (xiii) (xiv) (xv) to
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
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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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