INTERMEDIATE FINANCE II CLO Offering Memorandum - BLACK ...

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Obligor in the industry (or such other industrial classification groups and Equivalent Unit Scores as are published by Moody’s from time to time); and (e) an “Industry Diversity Score” is then established by reference to the Diversity Score Table shown below (or such other Diversity Score Table as is published by Moody’s from time to time) (the “Diversity Score Table”) for the related Aggregate Industry Equivalent Unit Score. If the Aggregate Industry Equivalent Unit Score falls between any two such scores shown in the Diversity Score Table, then the Industry Diversity Score is the lower of the two Diversity Scores in the Diversity Score Table. Aggregate Industry Equivalent Unit Score For purposes of calculating the Diversity Score: (i) any Obligors affiliated with one another will be considered to be one Obligor; and (ii) a Synthetic Security shall be included as a Collateral Debt Obligation having the relevant characteristics of the related Reference Obligation (and the Reference Entity under such Synthetic Security shall be deemed to be the “Obligor” under the related Reference Obligation) and not of the Synthetic Security, unless the Issuer, or the Investment Manager on its behalf, determines otherwise and receives Rating Agency Confirmation in respect of such determination. Industry Diversity Score Aggregate Industry Equivalent Unit Score Diversity Score Table Industry Diversity Score 198 Aggregate Industry Equivalent Unit Score Industry Diversity Score Aggregate Industry Equivalent Unit Score Industry Diversity Score 0.0000 0.0000 5.0500 2.7000 10.1500 4.0200 15.2500 4.5300 0.0500 0.1000 5.1500 2.7333 10.2500 4.0300 15.3500 4.5400 0.1500 0.2000 5.2500 2.7667 10.3500 4.0400 15.4500 4.5500 0.2500 0.3000 5.3500 2.8000 10.4500 4.0500 15.5500 4.5600 0.3500 0.4000 5.4500 2.8333 10.5500 4.0600 15.6500 4.5700 0.4500 0.5000 5.5500 2.8667 10.6500 4.0700 15.7500 4.5800 0.5500 0.6000 5.6500 2.9000 10.7500 4.0800 15.8500 4.5900 0.6500 0.7000 5.7500 2.9333 10.8500 4.0900 15.9500 4.6000 0.7500 0.8000 5.8500 2.9667 10.9500 4.1000 16.0500 4.6100 0.8500 0.9000 5.9500 3.0000 11.0500 4.1100 16.1500 4.6200 0.9500 1.0000 6.0500 3.0250 11.1500 4.1200 16.2500 4.6300 1.0500 1.0500 6.1500 3.0500 11.2500 4.1300 16.3500 4.6400 1.1500 1.1000 6.2500 3.0750 11.3500 4.1400 16.4500 4.6500 1.2500 1.1500 6.3500 3.1000 11.4500 4.1500 16.5500 4.6600 1.3500 1.2000 6.4500 3.1250 11.5500 4.1600 16.6500 4.6700 1.4500 1.2500 6.5500 3.1500 11.6500 4.1700 16.7500 4.6800 1.5500 1.3000 6.6500 3.1750 11.7500 4.1800 16.8500 4.6900 1.6500 1.3500 6.7500 3.2000 11.8500 4.1900 16.9500 4.7000 1.7500 1.4000 6.8500 3.2250 11.9500 4.2000 17.0500 4.7100 1.8500 1.4500 6.9500 3.2500 12.0500 4.2100 17.1500 4.7200 1.9500 1.5000 7.0500 3.2750 12.1500 4.2200 17.2500 4.7300 2.0500 1.5500 7.1500 3.3000 12.2500 4.2300 17.3500 4.7400 2.1500 1.6000 7.2500 3.3250 12.3500 4.2400 17.4500 4.7500 2.2500 1.6500 7.3500 3.3500 12.4500 4.2500 17.5500 4.7600 2.3500 1.7000 7.4500 3.3750 12.5500 4.2600 17.6500 4.7700 2.4500 1.7500 7.5500 3.4000 12.6500 4.2700 17.7500 4.7800 2.5500 1.8000 7.6500 3.4250 12.7500 4.2800 17.8500 4.7900 2.6500 1.8500 7.7500 3.4500 12.8500 4.2900 17.9500 4.8000 2.7500 1.9000 7.8500 3.4750 12.9500 4.3000 18.0500 4.8100 2.8500 1.9500 7.9500 3.5000 13.0500 4.3100 18.1500 4.8200 2.9500 2.0000 8.0500 3.5250 13.1500 4.3200 18.2500 4.8300 3.0500 2.0333 8.1500 3.5500 13.2500 4.3300 18.3500 4.8400 3.1500 2.0667 8.2500 3.5750 13.3500 4.3400 18.4500 4.8500 3.2500 2.1000 8.3500 3.6000 13.4500 4.3500 18.5500 4.8600 3.3500 2.1333 8.4500 3.6250 13.5500 4.3600 18.6500 4.8700 3.4500 2.1667 8.5500 3.6500 13.6500 4.3700 18.7500 4.8800
Aggregate Industry Equivalent Unit Score Industry Diversity Score Aggregate Industry Equivalent Unit Score Industry Diversity Score 199 Aggregate Industry Equivalent Unit Score Industry Diversity Score Aggregate Industry Equivalent Unit Score Industry Diversity Score 3.5500 2.2000 8.6500 3.6750 13.7500 4.3800 18.8500 4.8900 3.6500 2.2333 8.7500 3.7000 13.8500 4.3900 18.9500 4.9000 3.7500 2.2667 8.8500 3.7250 13.9500 4.4000 19.0500 4.9100 3.8500 2.3000 8.9500 3.7500 14.0500 4.4100 19.1500 4.9200 3.9500 2.3333 9.0500 3.7750 14.1500 4.4200 19.2500 4.9300 4.0500 2.3667 9.1500 3.8000 14.2500 4.4300 19.3500 4.9400 4.1500 2.4000 9.2500 3.8250 14.3500 4.4400 19.4500 4.9500 4.2500 2.4333 9.3500 3.8500 14.4500 4.4500 19.5500 4.9600 4.3500 2.4667 9.4500 3.8750 14.5500 4.4600 19.6500 4.9700 4.4500 2.5000 9.5500 3.9000 14.6500 4.4700 19.7500 4.9800 4.5500 2.5333 9.6500 3.9250 14.7500 4.4800 19.8500 4.9900 4.6500 2.5667 9.7500 3.9500 14.8500 4.4900 19.9500 5.0000 4.7500 2.6000 9.8500 3.9750 14.9500 4.5000 4.8500 2.6333 9.9500 4.0000 15.0500 4.5100 4.9500 2.6667 10.0500 4.0100 15.1500 4.5200 The Moody’s Maximum Weighted Average Rating Factor Test The “Moody’s Maximum Weighted Average Rating Factor Test” will be satisfied as at any Measurement Date from (and including) the Effective Date, if the Moody’s Weighted Average Rating as at such Measurement Date is equal to or less than the level specified in the Moody’s Tests Matrix which is applicable under the case selected by the Investment Manager (acting on behalf of the Issuer) as at such Measurement Date. The “Moody’s Weighted Average Rating” is determined by summing the products obtained by multiplying the Principal Balance of each Collateral Debt Obligation, excluding Defaulted Obligations, by its Moody’s Rating Factor, dividing such sum by the Aggregate Principal Balances of all such Collateral Debt Obligations, excluding Defaulted Obligations, and rounding the result up to the nearest whole number. The Moody’s Minimum Weighted Average Recovery Rate Test The “Moody’s Minimum Weighted Average Recovery Rate Test” will be satisfied, as at any Measurement Date from (and including) the Effective Date, if the Weighted Average Moody’s Recovery Rate is greater than or equal to the number set out in the row and column of the Moody’s Tests Matrix based upon the option chosen by the Investment Manager (on behalf of the Issuer) as currently applicable to the Portfolio. The “Weighted Average Moody’s Recovery Rate” means, as of any Measurement Date, the number, expressed as a percentage, obtained by summing the products obtained by multiplying the outstanding Principal Balance of each Collateral Debt Obligation (excluding Defaulted Obligations) by its corresponding Moody’s Recovery Rate and dividing such sum by the Aggregate Principal Balance (excluding Defaulted Obligations) and rounding to the nearest 0.1 per cent., provided that if Moody’s confirms in writing that the Moody’s Recovery Rate for a particular class of Collateral Debt Obligations or a particular Collateral Debt Obligation shall be greater than indicated in the Investment Management Agreement, such higher Moody’s Recovery Rate shall be used. For purposes of determining the Moody’s Recovery Rate applicable to a particular Collateral Debt Obligation, the Investment Manager shall determine whether such Collateral Debt Obligation is a senior secured, junior secured, unsecured or subordinated obligation based on its reasonable judgment and specific guidelines set out in the Investment Management Agreement. The “Moody’s Recovery Rate” means, in respect of each Collateral Debt Obligation, the Moody’s recovery rate determined in accordance with the Investment Management Agreement or as so advised by Moody’s. The “Moody’s Rating Factor” of any Collateral Debt Obligation is the number set out under the heading “Rating Factor” in the table below opposite the Moody’s Rating (as defined under “Ratings”
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INTERMEDIATE FINANCE II PLC (a publ
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information is in accordance with t
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GENERAL NOTICE EACH PURCHASER OF TH
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IRISH STOCK EXCHANGE (THE “OFFERI
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THIS OFFERING MEMORANDUM IS INTENDE
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VOM APRIL 2005 IN DER BUNDESREPUBLI
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NOTES UPON THE REQUEST OF SUCH INVE
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TABLE OF CONTENTS SUMMARY..........
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SUMMARY The following summary does
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Class A-2 Notes The Class A-2 Notes
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(a) in the case of non-payment of i
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Commitment Fee, Break Costs and unp
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Purchase of Collateral Debt Obligat
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Collateral Debt Obligations denomin
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egistered form, without interest co
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of Condition 17 (Additional Issuanc
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Notes will develop or, if a seconda
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circumstances could be adverse to t
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Liquidation of the Collateral at su
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aggregate Principal Amount Outstand
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3. RELATING TO THE COLLATERAL 3.1 T
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which may be greater or less than t
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Increased Risks for Mezzanine Oblig
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directly from the Obligor all payme
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The Investment Manager will be requ
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any Further Issuer Euro Shares (and
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Obligations and Eligible Investment
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Obligations from a Selling Institut
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the Related Entities. As referred t
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7. TAXATION OF THE ISSUER The Direc
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court based procedure) by appointin
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have any liability whatsoever in re
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manager appointed pursuant to the t
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(and, for the purposes of this defi
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“Balance” means on any date, wi
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(b) where the Class A Notes are to
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“Class A-1 Noteholders” means t
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“Class A-2 Noteholder Collateral
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contingent liabilities or obligatio
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“Credit Improved Obligation” me
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(b) in respect of which any bankrup
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“Due Period” means, with respec
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91 days, the issuer thereof must al
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“Expected Net Proceeds” means t
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determined by the Collateral Admini
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Transaction which is replacing an I
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(d) each Determination Date; (e) th
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“Obligor” means, in respect of
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“PIK Fixed Obligation” means a
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default under any applicable Underl
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“Rating Agencies” means Moody
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“Reinvestment Period” means the
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(b) in the case of any Asset Swap O
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“Spot Rate of Exchange” means t
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“Total Class A-2 Outstandings”
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holdings of Notes. Each Definitive
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applicable in the Priorities of Pay
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(y) the Class A-2 Notes, subject to
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into the Collateral Enhancement Acc
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The calculation of any Coverage Tes
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ise to a Class A-2 Currency Funding
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the Collateral Enhancement Account;
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eceived by the Issuer under any Ass
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acquisition of any Synthetic Securi
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Obligation has been repaid in full
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(for the purposes of which determin
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Principal Subaccount, subject to th
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elation to a Delayed Drawdown Oblig
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(J) all Class A-2 Currency Issue Pr
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(B) all amendment and waiver fees,
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(x) each Coverage Test is satisfied
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standing to the credit of the relev
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the applicable Hedge Counterparty i
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over the Synthetic Collateral Accou
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(C) to any Class A-2 Noteholder ove
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indulgence, time or notification, m
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also a Payment Date deposits in the
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Class A-2 Notes to an amount equal
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(A) “Gross-Up Tax Amounts” mean
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(d) Redemption for Tax Reasons The
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(i) No other Redemption The Issuer
Page 163 and 164: arrangements entered into between t
Page 165 and 166: (i) the Issuer has paid or deposite
Page 167 and 168: (d) Purchase of Collateral by Noteh
Page 169 and 170: (iv) Written Resolutions Any Writte
Page 171 and 172: the opinion of the Trustee, is of a
Page 173 and 174: directions of the holders of the Co
Page 175 and 176: which interest will accrue) of such
Page 177 and 178: applicable at the Multi-Currency Ex
Page 179 and 180: (g) Procedures with Respect to Rati
Page 181 and 182: USE OF PROCEEDS The estimated net p
Page 183 and 184: Outstanding under the Liquidity Fac
Page 185 and 186: takes delivery in the form of an in
Page 187 and 188: “Exchange Date” means a day fal
Page 189 and 190: BOOK-ENTRY CLEARANCE PROCEDURES The
Page 191 and 192: the Notes initially will settle bey
Page 193 and 194: espect thereto will not differ from
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Page 197 and 198: Intermediate Capital Managers Limit
Page 199 and 200: western Europe. ICG had pre-tax pro
Page 201 and 202: DESCRIPTION OF THE PORTFOLIO Capita
Page 203 and 204: (d) it is not, at the time of enter
Page 205 and 206: or the Investment Manager (on behal
Page 207 and 208: Collateral Quality Tests The Collat
Page 209 and 210: Minimum Weighted Average Timely Spr
Page 211 and 212: (e) the applicable row and column f
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Page 217 and 218: y reference to a fixed rate of inte
Page 219 and 220: the S&P Rating of such Collateral D
Page 221 and 222: provided however that (A) where suc
Page 223 and 224: Collateral Debt Obligations which a
Page 225 and 226: may only be sold in the circumstanc
Page 227 and 228: Investment Manager had no discretio
Page 229 and 230: Designation for Reinvestment The In
Page 231 and 232: All monies payable by the Issuer to
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Page 235 and 236: (b) the percentage of the Aggregate
Page 237 and 238: The Incentive Investment Management
Page 239 and 240: Delegation by Investment Manager Th
Page 241 and 242: DESCRIPTION OF THE COLLATERAL ADMIN
Page 243 and 244: 1. MONTHLY REPORTS DESCRIPTION OF T
Page 245 and 246: 2. NOTE VALUATION REPORT The Collat
Page 247 and 248: Each Report and any reports under t
Page 249 and 250: an Asset Swap Obligation shall be i
Page 251 and 252: (a) where the Issuer, following con
Page 253 and 254: If the Liquidity Facility Provider
Page 255 and 256: General TAX CONSIDERATIONS Purchase
Page 257 and 258: in respect of interest or other sim
Page 259 and 260: materially affect the yield of the
Page 261 and 262: Notes will be included in the state
Page 263 and 264: premium on a constant yield method
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In certain circumstances, U.S. Hold
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A German resident Noteholder or a n
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the assets were acquired prior to J
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whose underlying assets include “
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PLAN OF DISTRIBUTION The Royal Bank
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The Initial Purchaser has also agre
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Initial Purchaser) accepts any resp
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y, registered or filed with, or not
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4. In connection with the purchase
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ACCOUNT OF A QUALIFIED INSTITUTIONA
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8. The purchaser will not, at any t
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THIS NOTE MAY ASCERTAIN ITS CURRENT
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1. CLEARING SYSTEMS GENERAL INFORMA
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9. IRISH TRANSFER AND PAYING AGENT
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Class B-1 Noteholders .............
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Moody’s Maximum Weighted Average
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U.S. Dollars.......................
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